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The key principles of Board of Management remuneration are as follows:
There are four main remuneration components which all have the same weighting:
The target compensation of each variable component does not exceed the base salary, so the total target variable compensation is three times the base salary at maximum.
Variable remuneration: Targets and deferral
The base salary is not performance based. It is paid in twelve monthly installments.
The variable remuneration (annual bonus, mid-term bonus, and equity-related compensation) is designed to reward performance. A shortfall of targets may result in the variable compensation dropping to zero. Two thirds of the variable compensation are a deferred payout after three or four years, respectively.
Claw-back clauses for compensation components already paid do not exist because according to the governing German labor law, the enforceability of claw-back clauses is subject to major legal restrictions.
All variable awards are made under the rules and conditions of the “Allianz Sustained Performance Plan” (ASPP) which consists of the equally weighted components below. The grant of variable remuneration components is related to performance and can vary between 0% and 150% of the respective target values. If performance was rated at 0% no variable component would be granted.
Consequently, the minimum total direct compensation for a regular member of the Board of Management equals the base salary of 750,000 euros (excluding perquisites and pension contributions). The maximum total direct compensation (excluding perquisites and pension contributions) is 4.125 million euros: base salary 750,000 euros plus 3.375 million euros (150% of the sum of all three variable compensation components at target).
The CEO’s maximum total direct compensation (excluding perquisites and pension contributions) is 6.188 million euros: base salary 1.125 million euros plus 5.063 million euros (150% of the sum of all three variable compensation components at target).
Annual bonus (short-term)
Annual bonus (short-term): The annual bonus depends on performance in the respective financial year, and is paid out in the following financial year.
The target level of the annual bonus corresponds to the base salary. Performance targets comprise Group and individual targets. Group targets include – equally weighted – operating profit and net income. Individual performance is assessed against qualitative as well as responsibility-related quantitative targets.
For members of the Board of Management with business division responsibilities, individual respective quantitative targets comprise operating profit, net income, Property-Casualty revenues and Life New Business Value.
For members of the Board of Management with a functional focus, the divisional quantitative targets are determined based on their key responsibilities.
As part of the assessment of the individual qualitative target achievement, the personal contribution to the Renewal Agenda is reviewed alongside behavioral aspects. The latter is framed in a common standard ("People Letter") designed to drive cultural change across Allianz Group, and comprises of customer orientation, collaborative leadership, entrepreneurship, and trust (e.g. with regard to sustainability, corporate social responsibility, and diversity as well as integrity).
To support the assessment of the individual qualitative behavioral targets, a so-called "multi-rater" process has been introduced. Each member of the Board of Management collects, amongst others, feedback from his or her fellow Board members and his or her direct reports as well as the CEOs of the most important operating entities he or she is in charge of. Furthermore, they perform a self-assessment.
MTB (mid-term): The mid-term bonus is a variable compensation component with a deferred payout following a three-year cycle. Sustainable and value-adding performance is assessed against a predefined criteria catalogue. The current MTB cycle runs from 2016 until 2018 and is based on the following measurable sustainability criteria:
For the MTB an amount typically is accrued that is identical to the annual bonus. However, the accrual as such may be subject to adjustments, for example, if it is foreseeable that the mid-term sustainability criteria are not met or exceeded. The annual accrual is capped at 150% of the respective target level.
Equity-related remuneration (long-term)
Equity-related remuneration (long-term): Equity-related remuneration is a virtual share award referred to as “Restricted Stock Units” (RSUs) with a deferred payout after four years. The grant value of the RSUs allocated equals the annual bonus of the previous year, i.e. the grant value is also capped at 150% of the respective target level. The number of RSUs allocated is derived by dividing the grant value by the fair market value of an RSU at the time of grant. The reward is granted in the fiscal year that follows the year under review.
Following the end of the four-year vesting period, the company makes a cash payment based on the number of RSUs granted and the ten-day average Xetra closing price of the Allianz stock following the annual financial media conference in the year of expiry of the respective RSU plan. To avoid extreme payouts, the RSU payout is capped at 200% of the grant price. The relevant share price used to determine the final number of RSUs granted and the 200% cap is only available after sign-off by the external auditors. Outstanding RSU holdings are forfeited should a Board member leave at his/her own request or be terminated for cause.
Detailed information about the Allianz Equity Incentive Plan (AEI) is provided in the appendix to the Annual Report.
Variable remuneration: Targets and deferral
Variable remuneration components may not be paid, or payment may be restricted, in the case of a breach of the Allianz Code of Conduct or regulatory Solvency II policies or standards, including risk limits. Additionally, a reduction or cancellation of variable remuneration may occur if the supervisory authority (BaFin) requires this in accordance with its statutory powers.
The Supervisory Board determines the structure, weighting, and level of each remuneration component. In addition, the Supervisory Board regularly deals with the appropriateness of the Board of Management’s remuneration. For this purpose, we include amongst others remuneration survey data of DAX 30 companies and international competitors from external consultants.
Compensation levels are oriented towards the third quartile of that peer group, given Allianz’s relative size, complexity, and sustained performance within that group.
When reviewing the adequateness and appropriateness of the Board of Management’s remuneration, the Supervisory Board takes into account the development of the Board’s remuneration in relation to other remuneration levels within the Allianz Group.
The remuneration of the Board of Management is decided upon by the entire Supervisory Board, based on proposals prepared by the Personnel Committee. If required, outside advice is sought from independent external consultants. The Personnel Committee and the Supervisory Board consult with the Chairman of the Board of Management as appropriate in assessing the performance and remuneration of members of the Board of Management. However, the Chairman of the Board of Management is not present when his own remuneration is discussed.
The remuneration system of the Board of Management is currently under review. It is intended to ask the shareholders for their approval to the modified remuneration system at the Annual General Meeting 2019.
The individual Board members’ remuneration for 2016 and 2017 including fixed and variable remuneration and pension service cost is disclosed in table format compliant with the German Corporate Governance Code.
The Remuneration Report is part of the management report of Allianz SE and the group management report, which are published in the respective annual reports of Allianz SE and the Allianz Group.
Information about the total remuneration of the Board of Management and the Allianz Equity Incentive Plan (AEI) is provided in the appendix to our Annual Report.
Allianz Equity Incentive Program
By means of the People Letter behavioral aspects of an individual board member will be assessed on the basis of a common standard.
People Letter for Allianz Board of Management and Senior Executives
The Allianz Group Annual Report is available as PDF and in the Allianz Investor Relations App.