CIG Pannónia Life Insurance Plc. Corporate Governance Report on business year - PDF

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CIG Pannónia Life Insurance Plc. Corporate Governance Report on business year Introduction The shares of CIG Pannónia Life Insurance Plc. (registered address: H-1033 Budapest, Flórián tér 1., hereinafter:

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CIG Pannónia Life Insurance Plc. Corporate Governance Report on business year Introduction The shares of CIG Pannónia Life Insurance Plc. (registered address: H-1033 Budapest, Flórián tér 1., hereinafter: Company) were listed by Budapest Stock Exchange Company Limited by Shares (hereinafter: BSE) first in Category B from 8 vember 2010 and then they were moved to the higher Category A from 12 April The name of the latter category was changed to Premium effective from 1 July Following the listing of the shares on the BSE the Company has laid special emphasis on the development and maintenance of a high-quality corporate governance system that meets international standards, and the Company has made sure it follows in particular the BSE s Corporate Governance Recommendations effective from 1 December During its operations the Company fully adheres to the applicable legal regulations, the policies and procedures of the BSE and the provisions of the National Bank of Hungary. The Company's organizational structure and operating principles are set forth in the prevailing version of the articles of association. Executive bodies Board of Directors The Company s managing body is the Board of Directors; it is the Board s duty to develop and manage the Company s organizational structure. The scope of its powers is defined by the relevant laws, the Company s Articles of Association, the resolutions of the General Meeting and the Board of Directors rules of procedure. The Board of Directors is responsible for adopting its own rules of procedure by a majority of votes of the Members of the Board of Directors. The rules of procedure regulates, among other items, issues related to the Board of Directors operation, the structure of the Board of Directors, and the mandatory content items of the meetings and of the minutes to be kept of the meetings. The Company's Board of Directors has at least three, but no more than seven members; its members are appointed for a maximum of five years and are recalled by the General Meeting. The rules applicable to senior employees as specified in Act LX of 2003 on the Insurance Institutions and the Insurance Business (hereinafter referred to as Insurance Act) will apply to the Members of the Board of Directors. Members of the Company s Board of Directors: Dr. Gabriella Kádár, Member of the Board of Directors from 16 August 2012 Dr. Gabriella Kádár (50) graduated from the Faculty of Law of ELTE University. After graduation and after passing the bar exam, she obtained qualifications in insurance law. Between 1994 and 2003, she worked in various areas of the ING group, leading their Pension Fund and later the Employee Benefit area as Managing Director. Following this, between 2003 and 2009, she was Director of Marketing and Corporate Development at Deloitte Hungary. From October 2009, she was charge of our Company s alternative sales channel and became Chief Sales Officer later on. She is the CEO of the Company from 6 January Miklós Barta, Member of the Board of Directors from 16 August 2012 Miklós Barta (36) is an economist; he earned his degree at the University of Economics and Public Administration in a specialized course for actuaries. He was first employed at KPMG Hungary LLC in 2003 as an auditor associate. In 2007, he became an auditor manager at the firm. He earned an ACCA diploma (ACCA: Association of Chartered Certified Accountants, a leading global professional organization for finance and accounting experts) in 2008 and became a certified auditor at the Hungarian Chamber of Auditors in He joined the Company in January 2011 as a Controlling Director and he has been working as the CFO since He is currently Deputy CEO of the Company. Dr. Gyula Mikó, Member of the Board of Directors since 6 June 2013 Dr. Gyula Mikó (69) earned his doctorate in planning mathematics in 1971 at Corvinus University of Budapest; he was awarded a Candidate of Sciences degree in 1979 in Economics. He later taught at the university; he was an associate professor and a deputy dean. From 1991, he was head of product design at Nationale Nederlanden (currently NN Insurance Company), became chief actuary from 1992 and from 1996 he worked as Deputy CEO of Nationale Nederlanden Pension Fund Service Provider LLC. Between 1997 and 2002, he was President and CEO at Winterthur Insurance Company. Between 2006 and 2007, he worked as a Deputy CEO and chief actuary at Aviva Life Insurance Company. He was a founding member of the Company in 2007 and held the position of chief actuary until 2009; he was also Deputy CEO until 16 August He has been a member of the Company s Board of Directors since 6 June Dr. Mária Király, Member of the Board of Directors since 6 June 2013, Chairman of the Board of Directors since 6 January Dr. Mária Király (63) is a certified economist specialized in enterprise planning and analysis; she later earned a specialist degree in economics with a focus on complex company management and a doctorate of economics at the Budapest University of Economics. She has been the executive director of operations at Axel Springer group (at present: Ringier Axel Springer), Hungary s largest publisher, since Her role includes the operational and business supervision of the various entities, the management of the management information system and the development of management strategies. She is a member of the Board of the Hungarian Newspaper Publishers Association. She has been a member of the Company s Board of Directors since 6 June Gergely Domonkos Horváth, Member of the Board of Directors since 6 June 2013 Gergely Domonkos Horváth (54) graduated from the Budapest University of Technology as a mechanical engineer, from the Budapest University of Economics as an engineer-economist and earned an MBA at the University of Pittsburgh. He has held various top management 3 positions over the past 20 years: he was Deputy CEO at Merkantil Bank and Budapest Bank, CEO at Keler Ltd., Betonút Ltd. and MNV, President at Magyar Posta, ACE and the Association of Futures Markets and the Secretary-General of CEECSDA. He has been an independent member of the Company s Board of Directors since 6 June Supervisory Board In accordance with the rules ofthe Insurance Act, the Supervisory Board controls the internal audit organization and prepares recommendations and proposals on the basis of the findings of the audits carried out by the internal audit function. The Supervisory Board consists of three to ten members elected by the General Meeting. The Chairman and the Deputy Chairman of the Supervisory Board is elected by its members from among themselves. The Supervisory Board adopts its own rules of procedure, which are approved by the General Meeting of the Company. In the course of fulfilling its duties required by law, the primary goal of the Supervisory Board is to establish a comprehensive and efficient audit system for the Company. Its scope of activities includes the management of the internal audit system and the preparation of recommendations on the basis of the findings of the audits carried out by the internal audit function. In the course of developing its rules of procedure and carrying out its activities, the Supervisory Board will take into account Recommendation. 6/2014 (XII.17) of the President of the Hungarian National Bank on the development and operation of internal defense lines and on the management and control functions of financial institutions (hereinafter: Regulatory Recommendation). The Supervisory Board has meetings at least five times a year but also meets whenever it is necessary with regard to the Company s business interests. At its meetings, it must discuss (at least once in every three months) the report prepared by the Board of Directors on the Company s financial situation and business policies. The Supervisory Board is in charge of the internal audit organization. As part of its related duties, the Supervisory Board adopts the three-year audit plan of the internal audit function, discusses at least quarterly the reports made by the internal audit function and checks the implementation of the necessary measures. If necessary, the Supervisory Board engages an external expert to support the work of the internal audit function and makes recommendations for any changes in the number of staff of the internal audit unit. The Supervisory Board also prepares recommendations and proposals on the basis of the findings of the audits carried out by the internal audit function. The meetings of the Supervisory Board are convened by the Chairman or the Deputy Chairman if the Chairman is not available. The Chairman/Deputy Chairman convening the meeting will also preside over it. Any Member of the Supervisory Board may request the Chairman to convene a meeting in writing by specifying the reason and the purpose of the 4 meeting. Within 8 (eight) days, the Chairman must set the date of such a meeting to a date within maximum thirty days. If the Chairman fails to comply with the request, the Member will have the right to convene the meeting himself/herself. Members of the Supervisory Board of the Company Dr. József Bayer, Member of the Supervisory Board since 26 October 2007, acting Chairman of the Supervisory Board between 26 September and 29 April 2014, Chairman of the Supervisory Board until 8 March 2015, reelected Chairman since 28 April 2015 Dr. József Bayer (65) graduated from the Karl Marx University of Economics (current name: Corvinus University of Budapest) in He earned a university doctorate in 1976 and a Candidate of Sciences degree in Between 1 January 1978 and 1 June 1983, he was the secretary responsible for science affairs at the Collegium Hungaricum in Vienna. Between September 1983 and 1 August 1984, he worked on his dissertation for the Candidate of Sciences degree at the University of Stuttgart, where he also had a guest lecturer role. Between October 1984 and 31 March 1989, he was the General Commercial Director of the Hungarian Television. He became a tutor at the Budapest University of Economics and Public Administration (current name: Corvinus University) on 1 April Since 1989 until today, he has been the Managing Director of Axel Springer Budapest Publishing LLC. (from 6 vember Ringier Axel Springer Hungary Ltd.). In 2007, he took part in setting up the Company and he has been on the Supervisory Board ever since. Chairman of the Supervisory Board since 28 April Mrs. Imre Fekete, Member of the Supervisory Board since 19 April 2012 Mrs. Imre Fekete (née Katalin Gazdag) (72) graduated from the Karl Marx University of Economics in She is a certified auditor and has a stock exchange exam. At the beginning of her career, she worked for the National Savings Bank (Országos Takarékpénztár) and then worked for the Ministry of Finance and the State Audit Office. Between 1992 and 2007, he was an auditor, later a partner and then the managing director of Ernst & Young LLC. Between 2008 and 2013, she was a member of the Auditors Public Supervisory Committee. She is a Member of the Supervisory Board of the Company and has been Chair of the Audit Committee since 18 April She is an independent member of the latter and is a qualified auditor. István Papp, Member of the Supervisory Board since 27 May 2014 István Papp (65) graduated from the University of Economics (current name: Corvinus University of Budapest) in He is a certified auditor and has a tax consultant qualification. Between 1979 and 1982 he had been the rapporteur-general of the Economic Department of the Ministry of Foreign Trade, after that he was deputy head of Economic Department of the Ministry of Industry. Beetween 1990 and 1991 he had been deputy financial CEO of Vegyiműveket Tervező Vállalat, from 1991 executive director and owner of 5 P and P Mérlegdoktor Könyvvizsgáló Ltd. He has been an independent member of the Company s Audit Committee since 27 May Dr. Erzsébet Hajnalka Czakó, Member of the Supervisory Board since 24 July 2015 Dr. Erzsébet Hajnalka Czakó (52) graduated from the Karl Marx University of Economics (current name: Corvinus University of Budapest) in 1986 and since the graduation she has been working for CUB. She earned the doctorate in 1991, the PhD in 2002 and she became a professor of Corvinus University of Budapest at 1st September She participated academic and professional trainings at many foreign universities, like the Catholic University of Leuven (Belgium) and the Harvard Business School (USA). Among her taught subjects are international strategies and business economics, her research fields of interest are contents of competitiveness. She teaches both in Hungarian and English, and published many articles in both languages. Between 1994 and 2001 she was the deputy head, from 2001 until 2004 she was the head of the Business Economics Department. Between 2003 and 2005 she was the vice dean of the Faculty of Business Administration of CUB. From 2005 she is the director of the Institute of Business Economics. She has been an independent member of the Company s Audit Committee since 24 July István Boros, Member of the Supervisory Board since 24 July 2015 István Boros (65) graduated from the College of Foreign Trade in In 1992 he got the economist degree of CUB International Economic Relations. Between 1974 and 1986 he gained experience in foreign trade in Hungary and in the meanwhile he had been worked for the Hungarian trade office in Paris from 1981 until He was the Deputy CEO of Hungexpo Rt. between 1989 and 1995, he took part in the establishment and supervision of hungarian-foreign joint venture companies (Publicis Hungary, Szonda-Ipsos). He had been the managing director of Cegos Counselling and Training Ltd. from 1995 and from 2015 he is owner and CEO of the company, after it was conversioned into cplc. He was founder and vice president of the French-Hungarian Chamber of Commerce and Industry from 1991 until 1997 and president between 2007 and He was the chairman of the advisory board of Autonomia Foundation between 2002 and He has been member of the advisory board of the Budapest Festival Orchestra since 2009, and he was a member of the Board of Directors from 2004 until 2009 of Herendi Porcelánmanufaktúra Rt. He was honoured with officer class of the National Order of Merit (France) in Dr. László György Asztalos, Member of the Supervisory Board between 6 June 2011 and 27 April 2015 Dr. László György Asztalos (63) majored in financial policy at the Karl Marx University of Economics (currently: Corvinus University of Budapest) and graduated in 1976; he earned his doctorate in 1979, followed by a Candidate of Sciences degree in 1990 in Economics. He has been a member of the Hungarian Academy of Sciences Financial Committee since He taught as an external lecturer at the Budapest University of Economics for decades, and later became an associate professor at the institution. He regularly gives lectures in finance 6 and insurance related topics in Hungary and abroad; he has authored a large number of articles, technical books and publications. He started off his professional career in the Ministry of Finance as a research fellow and later became the head of the Financial Policy Department. Between 1992 and 2000, he was president of the State Insurance Supervisory Authority; from 2004 until 2010, he was a member of the Hungarian Financial Supervisory Authority s Supervisory Council and was president of the Council between 2006 and He has been an independent member of the Company s Audit Committee and Supervisory Board until 27 April Sándor Ormándi, Member of the Supervisory Board between 19 April 2012 and 24 July 2015 Sándor Ormándi (62) graduated as an engineer at the Technical University of Heavy Industry and as a planning and organizing economist at the Karl Marx University of Economics (current name: Corvinus University of Budapest). During his career, Mr. Ormándi worked for financial institutions, including Hungarian Development Bank Ltd. and Land Credit and Mortgage Bank Company Ltd., and industrial enterprises as the Chief Executive Officer of EVIG, the Steel-works of Salgótarján and as the manager of Dunacorp Factoring House Ltd. Later on he worked for consultancy companies as the Chief Executive Officer of Pátria Consult Ltd. and the Deputy CEO of the consulting business of Mátraholding Ltd. Between 2010 and 2013 he dealed with risk capital investments as the Chief Executive Officer of MFB Invest. Receiver of VATI Hungarian n-profit LLC. for Regional Development and Town Planning. Former member of the Board of Directors of Start Capital Guarantee Ltd. and Hungarian Gas Transit Ltd., the president of Supervisory Board of Supplier Investment Ltd. and a member of the Presidium of the Hungarian Association for Innovation. He was an independent member of the Company s Audit Committee between 18 April 2013 and 24 July Dr. Péter Bogdánffy, Member of the Supervisory Board between 6 June 2013 and 28 April 2015 Dr. Péter Bogdánffy (39) earned his legal degree at the Faculty of Law of József Attila University in Szeged. At the same time, he completed a German and European Law course at the University of Potsdam. In 2004 he made an excellent graded legal professional exam. He started his professional career working for the law firm Nörr Stiefenhofer Lutz( ), and later joined Faludi Wolf Theiss Law Firm( ). After his legal practice he had been a member of the Board of Directors at Siemens Ltd. and had been in charge of the Hungarian subsidiary s legal operations as a senior lawyer (between 2008 and 2011). From 1 January 2011 he had been Deputy CEO and after that Chairman of the Board of Directors at BROKERNET Investment Holding Ltd. and also served on Quantis Alpha Ltd. s Supervisory Board, also until 31 May From 2013 he had been attending the full-time MBA training of Central European University Business School in Hungary and in New York. He earned an excellent grade american business degree in July Audit Committee The Audit Committee is a body supporting the work of the Supervisory Board by giving opinions, evaluations and recommendations. The scope of the Committee s powers is defined by the relevant laws, the Company s Articles of Association, the resolutions of the General Meeting and the Committee s rules of procedure. An audit committee of maximum four members is established at the Company, whose members must be appointed by the General Meeting from the independent members of the Supervisory Board. The tasks of the Audit Committee include the following: - forming an opinion on the annual report prepared according to the Accounting Act; - monitoring the audit of the annual report prepared according to the Accounting Act; - making a recommendation for the appointment and remuneration of the auditor; preparation of the contract to be made with the auditor; signing the contract on behalf of the Company according to the authorization of the articles of association. - reviewing the validation of the professional requirements, conflict of interest and independence rugulations against the auditor, carrying out certain tasks related to cooperation with the auditor, - monitoring any other services provided by the auditor to the Company in addition to the audit of the annual report prepared according to the Accounting Act, and - if it is necessary, making recommendations to the Supervisory Board for taking measures. - assessing the operation of the financial reporting system, and making recommendations for necessary measures; - supporting of the work of the Supervisory Board to ensure the appropriate monitoring of the financial reporting system - and the assessment of the internal audit and risk management systems efficiency according to the work allocation with the Supervisory Board Members of the Audit Committee in the financial year of Dr. László György Asztalos (bet
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