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Allianz Annual Report 2013

Annual Report 2013    Allianz Group28 group committees group COMMITTEES RESPONSIBILITIES Group Compensation Committee Board members and executives reporting to the ­Allianz SE Board of Management Designing, monitoring and improving compensation systems, annual submission of a report on the results of its monitoring, along with proposals for improvements. Group Underwriting Committee Members of the Board of Management, executives below ­Allianz SE Board level and Chief Underwriting Officers of Group companies Monitoring of the underwriting business and related risk management, developing an underwriting policy and strategy. International Executive Committee All members of the Board of Management of ­Allianz SE and Managing Directors of the major subsidiaries of ­Allianz Group Discussion of overall strategic issues for the ­Allianz Group (for composition, see page 20). The responsibilities and composition of the Board of Management and Group committees are set out in the respective Rules of Proce- dure, which require the approval of the Board of Management. In December 2013, the Board approved certain changes to the responsi- bilities of the Board and Group committees to harmonize them with the responsibilities of Board members. These changes come into force in financial year 2014. The ­Allianz Group runs its operating entities and business seg- ments via an integrated management and control process. The Hold- ing and the operating entities first define the business strategies and goals. On this basis, joint plans are then prepared for the Supervisory Board’s consideration when setting targets for performance-based remuneration of the members of the Board of Management (for details, please see the Remuneration Report starting on    page 37). When filling managerial positions, the Board of Management takes diversity intoconsideration.For example, 30 % of managerial positions in the ­Allianz Group in Germany are targeted to be filled by women by 2015. The Board of Management reports regularly and comprehen- sively to the Supervisory Board on business development, the finan- cial position and earnings, budgeting and achievement of objectives, business strategy and risk exposure. Certain important decisions of the Board of Management require approval by the Supervisory Board. Some of these require- ments are stipulated by law or by decisions of the Annual General Meeting (AGM). These include approval for the Board of Management to increase the share capital (Authorized Capital), acquire treasury shares or issue convertible bonds or bonds with warrants. In addition, the Statutes also provide approval requirements for certain transac- tions, such as intercompany agreements and the launch of new busi- ness segments or closure of existing ones, insofar as such actions are material to the Group. Approval is also required for acquisitions of companies and holdings in companies as well as divestments of Group companies which exceed certain threshold levels. The Agree- mentconcerningtheParticipationofEmployeesin­AllianzSErequires the approval of the Supervisory Board for the appointment of the member of the Board of Management responsible for employment and social welfare. Principles and function of the Supervisory Board The German Co-Determination Act (Mitbestimmungsgesetz) does not apply to ­Allianz SE because it has the legal form of a European Company (SE). The size and composition of the Supervisory Board are instead determined by general European SE regulations. These regu- lations are implemented in the Statutes and by the Agreement con- cerning the Participation of Employees in ­Allianz SE dated 20 Septem- ber 2006. The agreement can be found on our website at    www. The Supervisory Board comprises twelve members appointed by the AGM. Six of these twelve members are appointed on the basis of proposals from employees, which the AGM is bound to accept. In accordance with the Agreement concerning the Participation of Employees in ­Allianz SE, the seats for the six employee representa- tives are allocated in proportion to the number of ­Allianz employees in the different countries. The Supervisory Board currently in office comprises four employee representatives from Germany and one each from France and Italy. The last regular election of the Super­ visory Board took place in May 2012 for a term lasting until the end of the ordinary AGM in 2017. The Supervisory Board oversees and advises the Board of Man- agement on managing the business. It is also responsible for appoint- ing the members of the Board of Management, determining their overall remuneration and reviewing ­Allianz SE’s and the ­Allianz Group’s annual financial statements. The Supervisory Board’s activi- ties in the 2013 financial year are described in the Supervisory Board Report starting on    page 10. The Supervisory Board held six regular meetings in financial year 2013 and is scheduled to meet three times each half calendar yearinthefuture.Extraordinarymeetingsmaybeconvenedasneeded. The committees also hold regular meetings. The Supervisory Board takes all decisions based on a simple majority. The special require- ments for appointing members to the Board of Management con- tained in the German Co-Determination Act and the requirement for a Conciliation Committee do not apply to an SE. In the event of a tie, the casting vote lies with the Chairman of the Supervisory Board,who at ­Allianz SE must be a shareholder representative. If the Chairman is not present in the event of a tie, the casting vote lies with the deputy chairperson from the shareholder side. A second deputy chairperson is elected on the proposal of the employee representatives. The Supervisory Board regularly reviews the efficiency of its activities. The plenary Supervisory Board discusses recommenda- tions for improvements and adopts appropriate measures on the basis of recommendations from the Standing Committee.

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