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Composition of the Supervisory Board

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The objectives of the Supervisory Board for its composition in the version dated August 2017 are shown below.

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. 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.

Requirements relating to the individual members of the Supervisory Board

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 15 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. three 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 15 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.

Requirements for the entire Supervisory Board 

Profile of skills and expertise for the entire Supervisory Board

In addition to the expertise related requirements for the individual members, the following shall apply with respect to expertise and experience of the entire Supervisory Board:

  • Familarity with the insurance and financial services sector;
  • Adequate expertise with respect to investment management, insurance actuarial practice and accounting;
  • 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 or auditing;
  • Specialist expertise or experience in other economic sectors;
  • Managerial or operational experience.

Diversity concept

To promote an integrative cooperation among the Supervisory Board members, the Supervisory Board aims at an adequate diversity with respect to gender, internationality as well as different occupational backgrounds, professional expertise and 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 the following: 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.

Current composition

The composition of the Supervisory Board of Allianz SE reflects these objectives. It has an appropriate number of independent members with international backgrounds. With a current complement of four female members, the adequate representation of women on the Supervisory Board is ensured.