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Allianz Annual Report 2013

Annual Report 2013    Allianz Group 31 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 The composition of the Supervisory Board of ­Allianz SE reflects these objectives. It has an appropriate number of independent members with international backgrounds. With a current complement of four female members, the goal of ensuring that women are adequately represented on the Supervisory Board is being met. The current com- position of the Supervisory Board and its committees is described on    page 15. Shares held by members of the ­Board of Management and the Supervisory Board The total holdings of members of the Board of Management and the Supervisory Board of ­Allianz SE amounted to less than 1 % of the com- pany’s issued shares as of 31 December 2013. Directors’ dealings Members of the Board of Management and the Supervisory Board are obliged by the German Securities Trading Act (Wertpapierhandels­ gesetz) to disclose any transactions involving shares of ­Allianz SE or financial instruments based on them to both ­Allianz SE and the Ger- man Federal Financial Supervisory Authority should the value of the shares acquired or divested by the member or a person closely asso- ciated to the member, amount to five thousand Euros or more within a calendar year. Such disclosures are published on our website at    www.allianz.com/management-board  and    www.allianz.com/supervisory- board. Annual General Meeting Shareholders exercise their rights at the AGM. When adopting resolu- tions, each share carries one vote. In order to facilitate the exercise of shareholders’ rights, ­Allianz SE allows shareholders to follow the AGM’s proceedings on the internet and be represented by proxies appointed by ­Allianz SE. These proxies exercise voting rights exclu- sively on the basis of instructions given by the shareholder. Share- holders are also able to cast their votes by postal voting. This option isalsoavailableviatheinternetintheformofonlinevoting.­Allianz SE regularly promotes the use of email and internet services. The AGM elects the members of the Supervisory Board and approves the actions taken by the Board of Management and the Supervisory Board. It decides on the use of profits, capital transac- tions and the approval of intercompany agreements, as well as the remuneration of the Supervisory Board and changes to the company’s Statutes. In accordance with European regulations and the Statutes, changes to the Statutes require a two-thirds majority of votes cast in case less than half of the share capital is represented in the AGM. Each year, an ordinary AGM takes place at which the Board of Management and Supervisory Board give an account of the preceding financial year. For special decisions, the German Stock Corporation Act pro- vides for the convening of an extraordinary AGM. Accounting policies and audit of financial statements The ­Allianz Group prepares its accounts according to § 315a of the German Commercial Code (“Handelsgesetzbuch – HGB”), on the basis of IFRS international accounting standards as adopted within the European Union. The annual financial statements of ­Allianz SE are prepared in accordance with German law, in particular the HGB. In compliance with special legal provisions that apply to insur- ance companies, the auditor of the annual financial statements and of the half-yearly financial report is appointed by the Supervisory Board and not by the AGM. The audit of the financial statements covers the individual financial statements of ­Allianz SE and also the consolidated financial statements of the ­Allianz Group. To ensure maximum transparency, we inform our shareholders, financialanalysts,themediaandthegeneralpublicofthecompany’s situation on a regular basis and in a timely fashion. The annual financial statements of ­Allianz SE, the ­Allianz Group’s consolidated financial statements and the respective management reports are published within 90 days of the end of each financial year. Additional information is provided in the ­Allianz Group’s quarterly and half- yearlyfinancialreports,whicharereviewedbytheauditor.Information is also made available at the AGM, at press conferences and analysts’ meetings, as well as on the ­Allianz Group’s website. Our website also provides a financial calendar listing the dates of major publications and events, such as annual reports, quarterly and half-yearly financial reports and AGMs. The financial calendar for 2014 can be found on our website at    www.allianz.com/financialcalendar. Outlook As it sets about implementing the regulatory requirements of the future Solvency II supervisory regime, the ­Allianz Group will continue to develop its existing governance system – particularly in the areas of risk management and control systems.

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