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Allianz Annual Report 2012

In accordance with these objectives, currently four people with an international background and four women are on the Supervisory Board. This is in line with our objectives regarding international character and the representation of women. The current composition of the Supervisory Board and its committees is described on page 46. 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 company’s issued shares as of 31 December 2012. Directors’ dealings Members of the Board of Management and the Supervisory Board are obliged by the German Securities Trading Act to disclose any transactions involving shares of ­Allianz SE or financial instruments based on them to both ­Allianz SE and the German Federal Financial Supervisory Authority should the value of the shares acquired or divested by the member, or a person closely associated to the member, amount to five thousand Euro or more within a calendar year. Such disclosures are published on our website at and www.allianz. com/supervisory-board. Annual general meeting ShareholdersexercisetheirrightsattheAGM.Whenadopting resolutions, each share carries one vote. In order to facili- tate the exercise of shareholders’ rights, ­Allianz allows shareholders to follow the AGM’s proceedings on the inter- net and be represented by proxies appointed by ­Allianz SE. These proxies exercise voting rights exclusively on the basis of instructions given by the shareholder. Shareholders are also able to cast their votes by postal vote. This option is also available via the internet in the form of online voting. ­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 transactions and the approval of intercompany agreements, as well as the remuneration of the Supervisory Board and changes to the company’s Statutes. Changes to the Statutes require the backing of at least half of the share capital or a two-thirds majority of votes cast in accordance with European regulations and the Statutes. Each year, an ordinary AGM takes place at which the Board of Manage- mentandSupervisoryBoardgiveanaccountofthepreceding finan­cial year. For special decisions, the German Stock Corpo­ration Act provides for the convening of an extraordi- nary AGM. Accounting policies and audit of financial statements The­AllianzGrouppreparesitsaccountsaccordingto§ 315a of the German Commercial Code (“Handelsgesetzbuch – HGB”), on the basis of IFRS international accounting stan- dards as applied within the European Union. The finan­cial statements of ­Allianz SE are prepared in accordance with German law, in particular, the HGB. In compliance with special legal provisions applying to ­insurance companies, the auditor of the annual financial statements and of the half-yearly financial report is ap- pointed by the Supervisory Board and not by the AGM. The audit of the financial statements covers the individual ­financialstatementsof­Allianz SEandalsotheconsolidated financial statements of the ­Allianz Group. To ensure maximum transparency, we inform our share- holders, financial analysts, the media and the general public of the company’s situation on a regular basis and in a time- ly fashion. The annual financial statements of ­Allianz SE, the ­Allianz Group’s consolidated annual financial state- ments and the management reports are published within 90 days after the end of each financial year. Additional ­information is provided in the ­Allianz Group’s quarterly and half-yearly financial reports, which are reviewed by the auditor. 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 finan- cial calendar listing the dates of major publications and events, such as annual reports, quarterly and half-yearly financial reports and AGMs. The financial calendars for 2013 and 2014 are on the back cover of the Annual Report.  46  Supervisory Board   www   Board of Management Supervisory Board  Cover   Financial Calendar Annual Report 2012    Allianz Group68