Propriety
The members of the Supervisory Board must be proper as defined by the regulatory provisions. A person is assumed to be proper as long as no facts are to be known which may cause impropriety. Therefore, no personal circumstances shall exist which - according to general experience - lead to the assumption that the diligent and orderly exercise of the mandate may be affected (in particular administrative offences or violation of criminal law, especially in connection with commercial activity).
Fitness
The members of the Supervisory Board must have expertise and experience necessary for a diligent and autonomous exercise of the Allianz SE Supervisory Board mandate, in particular for exercising control of and giving advice to the Board of Management as well as for the active support of the development of the company. This comprises in particular:
- 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 and risk management basics.
Independence
The German Corporate Governance Code defines a person as independent, who, in particular, does not have any business or personal relations with Allianz SE or its executive bodies, a controlling shareholder, or an enterprise associated with the latter, which may cause a substantial and not merely temporary conflict of interest.
To further specify the definition of independence the Supervisory Board of Allianz SE states the following:
- Former members of the Allianz SE Board of Management 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 interest in individual cases cannot generally be excluded. Potential conflicts of interest must be disclosed to the Chairman of the Supervisory Board and will be resolved by appropriate measures.
Time of availability
Each member of the Supervisory Board must ensure that it has sufficient time to dedicate to the proper fulfilment of the mandate of this Supervisory Board position.
In addition to the mandatory mandate limitations and the German Corporate Governance Code recommendation for active Management Board members of listed companies - max. two mandates - the common capital markets requirements shall be considered.
With respect to the Allianz SE mandate the members shall ensure that
- they can attend at least four but usually six ordinary Supervisory Board meetings per year, each of which requires adequate preparation work;
- they have sufficient time for the audit of the annual and consolidated financial statements;
- they can attend the General Meeting;
- depending on possible membership in one or more of the currently six Supervisory Board special committees, this involves extra time planning to participate in these committee meetings and do the necessary preparation for these meetings; this applies in particular for the Audit and Risk Committees;
- they can attend extraordinary meetings of the Supervisory Board or of a special committee to deal with special matters as and when required.
Retirement age
The members of the Supervisory Board shall, as a rule, not be older than 70 years of age.
Term of membership
The continuous period of membership for any member of the Supervisory Board should, as a rule, not exceed 12 years.
Former Allianz SE Management Board members
Former Allianz SE Management Board members are subject to the mandatory corporate law cooling-off period of two years. According to regulatory provisions, no more than two former Allianz SE Management Board members shall be members of the Supervisory Board.
