The current provisions set out in the Statutes on the remuneration of the Supervisory Board of Allianz SE (§ 11 of the Statutes) provide for a performance-based remuneration depending on earnings per share. The current provisions comply with a recommendation set out in the German Corporate Governance Code, which states that members of the Supervisory Board should receive both fixed and performance-based remuneration. The current Statutes are available on the Internet at www.allianz.com/agm-service and will also be displayed for inspection at the Annual General Meeting of Allianz SE.
In the future, the remuneration of the Supervisory Board shall be changed to a pure fixed remuneration. The Company believes that such remuneration structure is more suitable to the control function of the Supervisory Board irrespective of success of the Company. Furthermore, the committee remuneration shall be adjusted to the scope of responsibilities and actual workload.
The Management Board and the Supervisory Board therefore propose that the following resolution be adopted:
§ 11 of the Statutes shall be amended as follows:
11.1 The members of the Supervisory Board will receive an annual remuneration in an amount of EUR 100,000. The Chairman of the Supervisory Board will receive an annual remuneration of EUR 200,000 and each deputy shall receive EUR 150,000.
11.2 Each member of a committee, except for the audit committee and the nomination committee, will receive an additional annual remuneration of EUR 20,000 and committee chairmen will receive an additional annual remuneration of EUR 40,000. Members of the audit committee will receive an additional annual remuneration of EUR 40,000, while the Chairman of such committee will receive EUR 80,000. Members of the nomination committee will not receive any additional annual remuneration.
11.3 In addition, the members of the Supervisory Board will receive an attendance fee of EUR 750 for each personal attendance of meetings of the Supervisory Board and its committees requiring such personal attendance. Should several such meetings be held on the same or on consecutive days, the attendance fee will be paid only once.
11.4 Supervisory Board members who served for only part of the financial year shall receive one-twelfth of the annual remuneration for each month of service or any part of such month. The same applies to membership in Supervisory Board committees.
11.5 The remuneration according to § 11.1 and § 11.2 is due after the end of the respective fiscal year. The attendance fee according to § 11.3 is due after the respective meeting.
11.6 The Company reimburses the members of the Supervisory Board for their out-of-pocket expenses and the VAT payable on their Supervisory Board activity. The Company provides insurance coverage and technical support to the Supervisory Board members to an extent reasonable for carrying out the Supervisory Board duties.
11.7 The provisions of this § 11 will first apply for the fiscal year 2011.