Composition of the Supervisory Board

The aim of Allianz SE’s Supervisory Board is to have members who are equipped with the necessary skills and competence to properly supervise and advise Allianz SE’s management. Supervisory Board candidates should possess the professional expertise and experience, integrity, motivation and commitment, independence and personality required to successfully carry out the responsibilities of a Supervisory Board member in a financial services institution with international operations. 

These objectives take into account the regulatory requirements for the composition of the Supervisory Board as well as the relevant recommendations of the German Corporate Governance Code (GCGC). In addition to the requirements for each individual member, a profile of skills and expertise (“Kompetenzprofil”) as well as a diversity concept is provided for the entire Supervisory Board.

Employee representation within Allianz SE according to the Agreement concerning the Participation of Employees in Allianz SE contributes to diversity of work experience and cultural background. Pursuant to the provisions of the German SE Participation Act (SEBG) the number of women and men appointed as German employee representatives should be proportional to the number of women and men working in the German companies. However, the Supervisory Board does not have the right to select the employee representatives.

The following requirements and objectives apply to the composition of Allianz SE’s Supervisory Board:

• Adequate expertise in all business areas;
• Adequate expertise in the insurance and finance sector or comparable relevant experience and expertise in other sectors;
• Adequate expertise in the regulatory provisions material for Allianz SE (supervisory law, including Solvency II regulation, corporate and capital markets law, corporate governance);
• Ability to assess the business risks;
• Knowledge of accounting basics and insurance specific risk management basics.

The Supervisory Board of Allianz SE states the following with regard to the further specification of independence:

• Former members of the Allianz SE Management Board shall not be deemed independent during the mandatory corporate law cooling-off period;
• Members of the Supervisory Board of Allianz SE in office for more than 12 years shall not be deemed independent;
• Regarding employee representatives the mere fact of employee representation and the existence of a working relationship with the company shall not itself affect the independence of the employee representatives. 

Applying such definition, at least eight members of the Supervisory Board shall be independent. In case shareholder representatives and employee representatives are viewed separately, at least four members respectively should be independent. 

It has to be considered that the possible emergence of conflicts of interests in individual cases cannot generally be excluded. Potential conflicts of interests must be disclosed to the Chairman of the Supervisory Board and will be resolved by appropriate measures.

In addition to the mandatory mandate limitations and the GCGC recommendation for active Management Board members of listed companies (max. two mandates) the common capital markets requirements shall be considered.

With regard to the exercise of the Allianz SE mandate the members shall take into account that 

• at least four, but as a rule six, ordinary Supervisory Board meetings are held each year, each of which requires adequate preparation; the members of the Supervisory Board shall ensure attendance at all plenary and committee meetings (depending on membership);
• sufficient time must be set aside for the audit of the annual and consolidated financial statements;
• participation in the General Meeting is required;
• depending on possible membership in one or more of the Supervisory Board committees, extra time planning is required for participation in these Committee meetings and to do the necessary preparation for these meetings; this applies in particular for the Audit and Risk Committees;
• attendance of extraordinary meetings of the Supervisory Board or of a committee might be required to deal with special matters.

• Familiarity with the insurance and financial services sector;
• Adequate expertise with respect to regulatory required areas of investment management, insurance actuarial practice, accounting, audit of the annual financial statements and partial internal model;
• Adequate expertise of the entire Board with respect to technology, including cyber security, employee engagement and sustainability (especially Environment, Social responsibility and Governance as well as data privacy);
• At least one member with considerable experience in the insurance and financial services fields;
• At least one member with comprehensive expertise in the fields of accounting and at least one other member with comprehensive expertise in the field of auditing. The expertise in the field of accounting shall consist of special knowledge and experience in the application of accounting principles and internal control and risk management systems, and the expertise in the field of auditing shall consist of special knowledge and experience in the auditing of financial statements. Accounting and auditing also include sustainability reporting and its audit and assurance;
• At least one member with comprehensive expertise in the field of digital transformation;
• Specialist expertise or experience in other economic sectors;
• Managerial or operational experience.

• The Supervisory Board shall be composed of at least 30% women and 30% men. The representation of women is generally considered to be the joint responsibility of the shareholder and employee representatives.
• At least four of the members must, on the basis of their origin or function, represent regions or cultural areas in which Allianz SE conducts significant business.
  
  For Allianz SE as a Societas Europaea, the Agreement concerning the Participation of Employees in Allianz SE provides that Allianz Employees from different EU member states are considered in the allocation of employee representatives’ Supervisory Board seats.
• In order to provide the Board with the most diverse sources of experience and specialist knowledge possible, the members of the Supervisory Board shall complement each other with respect to their background, professional experience and specialist knowledge.