The areas of responsibility of these three bodies are regulated in the German stock corporation law and by the statutes of Allianz SE. The main interactions between the Board of Management, Supervisory Board and General Meeting are summarized in the following diagram.
Organizational bodies
Board of Management, Supervisory Board and General Meeting form the central bodies of Allianz SE.
Interaction of the three bodies
Board of Management
The Board of Management is the sole management body of the company.
Allianz SE has implemented the two-tier system consisting of a Board of Management and a Supervisory Board. The Board of Management is solely responsible for the management of the company, while the Supervisory Board has a monitoring and advisory function.
The members of the Board of Management are collectively responsible for managing the company. The tasks of the Board of Management are coordinated by its chairman.
Supervisory Board
The Supervisory Board appoints, supervises and advises the company's Board of Management
The Supervisory Board is directly involved in decisions of essential importance to the company. However, it does not assume any executive tasks. One of its key responsibilities is the appointment and dismissal of members of the Board of Management.
The work of the Supervisory Board is coordinated by its chairman.
General Meeting
At the General Meeting shareholders exercise their rights in matters concerning the company.
As a gathering of shareholders, the General Meeting serves to inform shareholders and to pass resolutions on important company-related matters.
Topics that require an annual resolution by the General Meeting are inter alia:
- Appropriation of net earnings (dividend)
- Approval of the actions of the members of the Board of Management and the Supervisory Board
- Appointment of the statutory auditor
- Approval of the Remuneration Report
Further topics that require a resolution by the General Meeting include:
- Election of shareholder representatives at the Supervisory Board
- Remuneration of the Supervisory Board
- Approval of the Remuneration System for members of the Board of Management ("say on pay“)
- Measures to raise or reduce capital
- Amendments of the Statutes, e.g. the authorization of the Board of Management to hold virtual General Meetings
- Conclusion or amendment of company agreements
In addition, shareholders whose holdings together account for one twentieth (5%) of the share capital or a prorated amount of 500,000 euros, may request that items be placed on the agenda of the General Meeting.
An ordinary General Meeting (“Annual General Meeting”) takes place every fiscal year. In specific cases the German Stock Corporation Act foresees the convocation of an Extraordinary General Meeting.
With regards to the General Meeting shareholders have voting and participation rights.
- Voting right
Each share carries one vote („one share, one vote“). - Participation right
The participation right comprises in particular the shareholders' right to participate in the General Meeting in-person or virtually, to speak and ask questions on agenda items and submit proposals.
Shareholders receive an invitation to the General Meeting from the company (at shareholders' choice via e-mail or mail). Registration for the General Meeting is possible, amongst others, via the Online Service of Allianz SE. Shareholders may follow the entire General Meeting live via the Online Service.
Based on an authorization granted by the Annual General Meeting 2023, General Meetings in 2024 and 2025 may be held either as a virtual or as an in-person meeting.