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The Supervisory Board advised the Management Board on the management of the company and was regularly provided with information, in writing and orally, by the Management Board on the bank’s and the Group’s business and on major business transactions on a timely basis and in a comprehensive manner. The Management Board presented all measures and transactions for which a decision by the Supervisory Board was required. As part of the reorganisation of the UniCredit banking group pursuant to the Restated Bank of the Regions Agreement, deliberations and resolutions focused in particular on the sale of shares in Splitska banka and in Bank BPH SA, the acquisition of International Moscow Bank and of HVB Baltics, and on resolutions in connection with the transfer to the company of UniCredit’s CEE units as a contribution in kind. Other selected areas discussed were restructuring provisions in accordance with IAS 37, the definition of the criteria of independence of a Supervisory Board member pursuant to Rule 53 of the Austrian Code of Corporate Governance, the 3-Year Plan 2006 to 2008, the market share report for Austria 01/2004 to 06/2006, the acquisition of shares in Aton Group. In view of the integration in UniCredit Group, the Supervisory Board also discussed UniCredit Group guidelines and transactions in connection with Article 136 of the Italian Banking Act (provisions governing transactions of Board members). In its work the Supervisory Board also took into account the bank’s results and the main issues dealt with by the Supervisory Board committees. Resolutions adopted on the basis of the Supervisory Board’s own approval authority included changes in the internal rules of the Supervisory Board, including changes in name and the extension of the terms of reference of the strategy committee as well as changes in the distribution of responsibilities of the Management Board.
The credit committee took decisions on loan exposures requiring its approval – also with a view to Article 136 of the Italian Banking Act – and discussed portfolio and risk reports. The credit committee also dealt with large exposures pursuant to Section 27 of the Austrian Banking Act, including resolutions concerning credit lines, with the structure of the loan portfolio and with risk policy principles. The audit committee discussed the financial statements and the consolidated financial statements, and the audit reports and the management letter of the auditors, and reported to the Supervisory Board on these topics. The audit committee also discussed the remuneration of the auditors. The activities of the strategy committee and the nominations committee in the reporting year concentrated on submitting proposals to the Supervisory Board for the appointment of Management Board members.