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Allianz Annual Report 2012

the Board of Management to increase the share capital (Au- thorized Capital), acquire treasury shares or issue convert- ible 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 business segments or the closure of existing ones, in- sofar as such actions are material to the Group. Approval is also required to acquire companies and holdings in com- panies as well as divestments of Group companies which exceed certain threshold levels. The Agreement concerning the Participation of Employees in ­Allianz SE requires 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 (“Mitbestimmungsge- setz”) does not apply to ­Allianz SE because it has the legal form of a European Company (SE). The size and composi- tion of the Supervisory Board are instead determined by general European SE regulations. These regulations are implemented in the Statutes and by the Agreement con- cerning the Participation of Employees in ­Allianz SE dated 20 September 2006. The agreement can be found on our website at The Supervisory Board comprises twelve members ap- pointed by the AGM. Six of these twelve members are ap- pointed on the basis of proposals from employees, which the AGM is bound to accept. In accordance with the Agreement concerning the Partici- pation of Employees in ­Allianz SE, the seats for the six em- ployee representatives 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 election of the Supervisory 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 Management on managing the business. It is also respon- sible for appointing the members of the Board of Manage- ment, determining their remuneration and reviewing ­Allianz SE’s and the ­Allianz Group’s annual financial state- ments. The Supervisory Board’s activities in the 2012 fiscal year are described in the Supervisory Board Report starting on page 40. In the fiscal year 2012, the Supervisory Board held four regu- lar meetings and one inaugural meeting. Starting with the 2013 fiscal year, the Supervisory Board will meet three times each half calendar year. Extraordinary meetings may be convened as needed. The committees also hold regular meetings. The Supervisory Board takes all decisions based on a simple majority. The special requirements for ap- pointing members to the Board of Management contained in the German Co-Determination Act and the requirement for a Conciliation Committee no longer apply to an SE. In the event of a tie, the casting vote lies with the Chairman of the Supervisory Board, who must be a shareholder repre- sentative. 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, but has no casting vote. The Supervisory Board regularly reviews the efficiency of its activities. The plenary Supervisory Board discusses recom- mendations for improvements and adopts appropriate measures on the basis of recommendations from the Standing Committee.   www  Societas Europaea   40  Supervisory Board Report B Corporate Governance 63 Corporate Governance Report 69 Statement on Corporate Management pursuant to § 289a of the HGB 71 Takeover-related Statements and Explanations 74 Remuneration Report Annual Report 2012    Allianz Group 65