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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.
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).
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:
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:
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.
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
The members of the Supervisory Board shall, as a rule, not be older than 70 years of age.
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 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.
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:
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 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.