The term of office of all members of the Supervisory Board terminates with the end of the Annual General Meeting taking place on May 3, 2017. Hence, an election of the shareholder representatives by the Annual General Meeting is required.
Pursuant to Art. 40 (2), (3) of Council Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (SE-VO), § 17 SE Implementation Act (SE-Ausführungsgesetz, SEAG), § 21 (3) SE Participation Act (SE-Beteiligungsgesetz, SEBG), Part B of the Agreement on the Participation of Employees in Allianz SE of July 3, 2014 (Employee Participation Agreement), § 6 of the Statutes of Allianz SE, the Supervisory Board comprises twelve members and is to be composed of six shareholder representatives and six employee representatives. The shareholder representatives are elected by the General Meeting. Pursuant to Part B, Section 3 of the Employee Participation Agreement, employee representatives are appointed by the SE Works Council.
Upon proposal of the Nomination Committee of the Supervisory Board and taking into account the objectives for the Supervisory Board’s composition, the Supervisory Board proposes to elect as shareholder representatives to the Supervisory Board of Allianz SE:
a. Dr. Helmut Perlet, Pähl, member of various Supervisory Boards, for a term until the end of May 6, 2017;
b. Michael Diekmann, Munich, member of various Supervisory Boards, effective from May 7, 2017;
c. Sophie Boissard, Paris, France, Chairwoman of the Board of Management of Korian S.A.;
d. Christine Bosse, Drollingmølle, Denmark, member of various Supervisory Boards;
e. Dr. Friedrich Eichiner, Munich, member of various Supervisory Boards;
f. Herbert Hainer, Herzogenaurach, member of various Supervisory Boards;
g. Jim Hagemann Snabe, Copenhagen, Denmark, member of various Supervisory Boards.
The candidates proposed under lit. b) – g) are elected for a term until the end of the General Meeting which resolves on the approval of the actions in respect of fiscal year 2021, but in no case longer than six years.
Michael Diekmann can only be elected as a member of the Supervisory Board effective May 7, 2017, since he left the Board of Management of the Company on May 6, 2015, and therefore the statutory two year cooling-off period (§ 100 (2) sentence 1 no. 4 AktG) only ends on May 6, 2017. To avoid a vacancy in the Supervisory Board, Dr. Perlet is proposed to be elected for the short interim period.
In case of his election by the Annual General Meeting, it is planned to propose Dr. Helmut Perlet as a candidate for the Chair of the Supervisory Board until his retirement from the Supervisory Board on May 6, 2017. It is furthermore planned that Michael Diekmann, in case of his election by the Annual General Meeting, be proposed as a candidate for the Chair of the Supervisory Board effective May 7, 2017.
The proposed candidates have no personal or business relations within the meaning of No. 5.4.1 (5) of the German Corporate Governance Code with Allianz SE or Group Companies, the executive bodies of Allianz SE, or a shareholder holding a material interest in the company. The Supervisory Board verified with all of the candidates that they can devote the expected amount of time required.
According to § 17 (2) SEAG the Supervisory Board of Allianz SE must be composed of at least 30% of both women and men. The SE Works Council in its meeting on February 8, 2017, appointed the employee representatives for the new term of the Supervisory Board, amongst them two women. Therefore, with the election of the proposed shareholder representatives the minimum requirement of 30% will be met.
It is intended to have the Annual General Meeting vote on the election for the Supervisory Board on an individual basis.