The last regular adjustment of the remuneration of the full Supervisory Board was approved by the Annual General Meeting on May 9, 2018. Since then, the sole amendment made was the introduction of a remuneration for the members of the Nomination Committee as part of the resolution on the approval of the remuneration of the members of the Supervisory Board adopted at the Annual General Meeting on May 5, 2021. In the last few years, however, the workload has increased significantly both for the full Supervisory Board and the Supervisory Board Committees due to steadily growing legal and regulatory requirements and responsibilities. This applies in particular to the work performed by the Chairman of the Supervisory Board and the members of the Audit Committee, partly driven by the changes resulting from the German Financial Market Integrity Strengthening Act (“Finanzmarktintegritätsstärkungsgesetz – FISG”) and the new version of the German Corporate Governance Code. Moreover, in view of the increased regulatory requirements regarding the qualifications of members of supervisory boards in the insurance sector, attractive remuneration is indispensable in order to be able to attract suitable candidates for the Supervisory Board of Allianz SE. Institutional investors as well as proxy advisors increasingly expect that the Chairperson of the Supervisory Board is no former member of the Management Board of Allianz SE. In light hereof, the remuneration of the Chairperson of the Supervisory Board should be attractive for external candidates, as well.
Against this background and in light of the general development of supervisory board remuneration in comparable companies, it is proposed to the Annual General Meeting to pass a resolution on the adjustment of the Supervisory Board remuneration and a corresponding amendment of the Statutes in accordance with § 113 (3) sentence 1 AktG. The annual fixed remuneration shall be increased to EUR 150,000 each for regular Supervisory Board members, to EUR 450,000 for the Chairperson of the Supervisory Board, and to EUR 225,000 each for Deputy Chairpersons. At the same time, the additional annual fixed remuneration shall be increased to EUR 75,000 each for the members of the Audit Committee, and to EUR 150,000 for the Chairperson of the Audit Committee. In all other respects, the existing Remuneration System for the Supervisory Board approved by the Annual General Meeting on May 5, 2021 shall remain unchanged.
a) The Management Board and the Supervisory Board propose that the Remuneration System for the Supervisory Board as set out below be adopted:
Remuneration of the Supervisory Board
The remuneration of the Supervisory Board is governed by the Statutes and the German Stock Corporation Act. Furthermore, the structure of the Supervisory Board’s remuneration is regularly reviewed with regard to its compliance with German, European, and international corporate governance recommendations and regulations.
- The set total remuneration at a level is both aligned with the scale and scope of the Supervisory Board’s duties and appropriate in view of the Company’s activities and its business and financial situation. This also reflects the contribution made by the monitoring activity of the Supervisory Board to the longterm development of the Company.
- The remuneration takes into account the individual functions and responsibilities of Supervisory Board members, such as Chairperson, Deputy Chairperson, or Committee memberships.
- The remuneration structure allows proper oversight of business as well as independent decisions on executive personnel and remuneration.
- Given Allianz’s relative size and complexity as well as its sustainable performance, the remuneration of the Supervisory Board is oriented towards the fourth quartile of the supervisory board remuneration of peers.
Remuneration Structure and Components
The remuneration of the Supervisory Board of Allianz SE entails only a fixed remuneration. Supervisory Board members who served for only part of the fiscal year shall receive one-twelfth of the annual remuneration for each month of service or any part of such month. The same applies to the membership in Supervisory Board Committees.
Fixed Annual Remuneration
The remuneration of a Supervisory Board member consists of a fixed cash amount paid pro rata temporis after the end of the respective quarter of the fiscal year. Each regular Supervisory Board member receives a fixed remuneration amounting to EUR 150,000 per year. The Chairperson of the Supervisory Board receives a remuneration amounting to EUR 450,000 and each Deputy shall receive EUR 225,000.
The Chairpersons and members of the Supervisory Board Committees receive additional fixed remuneration for their committee work. The committee-related compensation is determined in detail as follows:
- Each member of a Committee, except for the Audit Committee and the Nomination Committee, will receive an additional annual remuneration of EUR 25,000 and Committee Chairpersons will receive an additional annual remuneration of EUR 50,000.
- Members of the Audit Committee will receive an additional annual remuneration of EUR 75,000, while the Chairperson of the Audit Committee will receive EUR 150,000.
- Members of the Nomination Committee will receive an additional annual remuneration of EUR 12,500, while the Chairperson of the Nomination Committee will receive EUR 25,000.
The committee-related remuneration will also be paid pro rata temporis after the end of the respective quarter of the fiscal year.
Attendance Fees and Expenses
In addition to the fixed and committee-related remuneration, members of the Supervisory Board receive an attendance fee of EUR 1,000 for each Supervisory Board or Committee meeting they attend in person. Should several meetings be held on the same or consecutive days, the attendance fee will only be paid once. The attendance fee is payable after the respective meeting.
Furthermore, members are reimbursed for expenses incurred in connection with their Supervisory Board activities. The Company provides insurance coverage and technical support to the Supervisory Board members to an extent reasonable for carrying out their Supervisory Board duties.