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Allianz Annual Report 2013

Annual Report 2013    Allianz Group 27 B Corporate Governance 27 Corporate Governance Report 32 Statement on Corporate Management pursuant to § 289a of the HGB 34 Takeover-related Statements and Explanations 37 Remuneration Report Corporate Governance Report Good corporate governance is essential for sustainable business per- formance. The Board of Management and the Supervisory Board of ­Allianz SE attach great importance to complying with the recommen- dations of the German Corporate Governance Code (referred to here- inafter as the “Code”). ­Allianz SE complies with all but one of the cur- rent Code’s recommendations and with all its suggestions. The Declaration of Conformity issued by the Board of Management and Supervisory Board on 12 December 2013 and the company’s position regarding the Code’s suggestions can be found in the Statement on Corporate Management pursuant to § 289a of the HGB starting on    page 32. Corporate constitution of the European Company As a European Company, ­Allianz SE is subject to special European SE regulations and the German SE Implementation Act (SE-Ausführungs­ gesetz) in addition to German stock corporation law. The main fea- tures of the German stock corporation – in particular the two-tier board system (Board of Management and Supervisory Board) and the principle of equal employee representation on the Supervisory Board – have been maintained by ­Allianz SE. For further details on the differ- ences between a German stock corporation and a European Company with a registered office in Germany, please refer to allianz-se. Function of the Board of Management The Board of Management manages ­Allianz SE and the ­Allianz Group. It currently comprises eleven members. Its responsibilities include setting business objectives and the strategic direction, coordinating and supervising the operating entities, as well as implementing and overseeing an efficient risk management system. In this context, the Board of Management is responsible for monitoring adherence to statutory provisions and official regulations. The Board of Manage- ment also prepares the quarterly and half-yearly financial reports, as well as the Group’s consolidated financial statements and the annu- al financial statements of ­Allianz SE. The members of the Board of Management are jointly responsi- ble for management. Notwithstanding this overall responsibility, the individual members of the Board head the departments they have been assigned independently. There are divisional responsibilities for business segments as well as functional responsibilities. The latter include the Chairman’s division, the Finance-, Risk Management- and Controlling-Function, Investments, Operations – including IT –, Human Resources, Legal and Compliance, and Mergers & Acquisi- tions. Business division responsibilities focus on geographic regions or operating segments, such as Asset Management. Rules of proce- dure specify in more detail the work of the Board of Management. Such rules set out for the specific responsibilities of Board members, mattersreservedforthewholeBoardandotherproceduresnecessary to pass resolutions. Regular Board of Management meetings are led by the Chair- man. Each member of the Board may request a meeting, providing notification of the proposed resolution. The Board takes decisions by ordinary resolution of participating members. In the event of a tie, the Chairman casts the deciding vote. The Chairman can also veto decisions but cannot impose any decisions against the majority vote on the Board of Management. Board of Management and Group Committees In the financial year 2013, the following Board committees helped to improve the efficiency of the work done by the Board of Management. Board Committees Board COMMITTEEs RESPONSIBILITIES Group Capital Committee Michael Diekmann (Chairman), Dr. Dieter Wemmer, Dr. Maximilian Zimmerer Proposals to the Board of Management concerning risk strategy, strategic asset allocation and risk capital allocation within the Group. Group Finance Committee Dr. Maximilian Zimmerer (Chairman), Dr. Helga Jung, Jay Ralph, Dr. Dieter Wemmer, Dr. Werner Zedelius Deciding on material investments, preparing and monitoring the Group’s investment policy, financing and capital management. Group IT Committee Dr. Christof Mascher (Chairman), Jay Ralph, Dr. Dieter Wemmer, Dr. Werner Zedelius Developing, implementing and monitoring a Group-wide IT strategy, approval of relevant IT investments. Group Risk Committee Dr. Dieter Wemmer (Chairman), Clement Booth, Jay Ralph, Dr. Maximilian Zimmerer Establishing and overseeing a Group-wide risk management and monitoring system. as of 31 December 2013 Besides Board committees, there are also Group committees whose job it is to prepare decisions for the Board of Management of ­Allianz SE, submit proposals for resolutions and ensure the smooth flow of information within the Group.

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