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The areas of responsibilities of these three bodies are regulated in the German stock corporation law. The main interactions between the Board of Management, Supervisory Board and General Meeting are summarized in the following diagram.
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.
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. Furthermore, the Supervisory Board is responsible for appointing the auditor for German insurance companies. The work of the Supervisory Board is coordinated by its chairman.
As a gathering of shareholders, the Annual General Meeting (AGM) elects its representatives on the Supervisory Board and passes resolutions on the approval of the the actions of the members of the Board of Management and the members of the Supervisory Board. It passes resolutions on the appropriation of the net earnings, measures to raise or reduce capital, the approval of affiliation agreements, amendments to the company's Statutes and on any other issues that may be placed on the Agenda by the Board of Management. Shareholders whose holdings, taken together, account for one twentieth (5%) of the capital stock or a pro rate amount of 500,000 euros may also request that items be placed on the Agenda. Moreover, the AGM determines the remuneration system of the Supervisory Board. A non-binding advisory vote on the composition of the Board of Management's remuneration can also be cast by shareholders of listed companies at the AGM ("say on pay"). At German insurance companies, the auditor of the annual financial statements is appointed by the Supervisory Board, not by the AGM.
An ordinary Annual General Meeting (AGM) takes place every fiscal year. When adopting resolutions, each share carries one vote. Every shareholder is entitled to participate in the General Meeting, to comment on any items on the Agenda, to ask pertinent questions and to propose motions. For special decisions, the German Stock Corporation Act provides for the convening of an Extraordinary General Meeting.
Shareholders who can not attend in person have the option of watching the entire AGM live on the Internet. Allianz SE offers shareholders the option of exercising the voting rights via an absentee vote or online absentee vote. In addition, shareholders can exercise their voting rights by issuing proxy and instructions to proxies. For this purpose there are proxy holders appointed by Allianz SE, as well as banks and shareholder associations. Proxy and instructions can also be issued via the Internet. Allianz SE regularly promotes the use of e-mail and online services.