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Allianz Annual Report 2012

Annual Report 2012    Allianz Group On 12 December 2012, the Board of Management and the Supervisory Board issued the Declaration of Conformity in accordance with § 161 of the German Stock Corporation Act (“Aktiengesetz”). The Declaration was posted on the company website, where it is available to shareholders at all times. ­Allianz SE fully complies and will continue to fully comply with all recommendations of the German Corporate Governance Code Commission made in the Code’s version of 15 May 2012. The exception in the Declaration of Conformity dated 14 December 2011 whereby, in deviation from no. 5.4.6 para- graph 2 sentence 1 of the Code (version 26 May 2010), Supervisory Board remuneration as resolved at the 4 May 2011 AGM and as regulated in the Statutes contains no performance-based component, is repealed. The recommendation for performance-related remuneration for members of the Super- visory Board is no longer part of the Code in its new version. Further explanations of corporate governance in the ­Allianz Group can be found in the “Corporate Governance Report” starting on page 63 and the “Statement on Corporate Management pursuant to § 289a of the HGB” starting on page 69. More information on corporate governance can also be found on the ­Allianz website at www.allianz.com/corporate-governance. Committee activities The Supervisory Board has formed various committees in order to perform its duties efficiently: the Standing Committee, the Personnel Committee, the Audit Committee, the Risk Committee and the Nomination Committee. The committees prepare the discussion and adoption of resolutions in the plenary sessions. Furthermore, in appropriate cases, the authority to adopt resolutions has been delegatedtothecommittees.ThereisnoConciliationCommitteebecausetheGermanCo-Determina­ tion Act (“Mitbestimmungsgesetz”), which provides for such a committee, does not apply to ­Allianz SE. Please find the composition of the committees at the end of the reporting period on page 46. The Standing Committee held three regular meetings in 2012. These related primarily to corporate governance issues, preparations for the AGM, the Employee Stock Purchase Plan and a review of the Supervisory Board’s efficiency. The committee passed resolutions requiring approval on the use of Authorized Capital 2010/II for the issue of shares to employees and to approve loans to senior executives. The Personnel Committee met three times. The committee dealt with personnel matters for both active and former members of the Board of Management. The committee prepared the review of the Board of Management’s remuneration system, including the setting of targets for variable remu- neration. The committee also dealt with the structure of targets for members of the Board of Manage- ment in 2013 and reviewed the current achievement of targets by Board of Management members for the 2010-2012 Mid-term bonus. In addition, the committee dealt with the mandates held by Board Corporate Governance Report and Statement on Corporate Manage- ment pursuant to § 289a of the HGB   63, 69   www  Corporate Governance 44

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