Our Supervisory Board is comprised of nine members. Six members are elected by the shareholders at the Annual General Meeting, three members are appointed by the Employee Council. In accordance with its role, the Supervisory Board appoints the members of the Executive Board and performs its oversight and supervisory functions. Since members of the Supervisory Board cannot at the same time belong to the Executive Board, a high degree of independence in the oversight of the Executive Board is thus already ensured by structural means. In addition, the Supervisory Board is kept informed on a regular (at least quarterly) and timely basis of the business development, the execution of strategic decisions, material risks and planning as well as relevant compliance issues. The Chairman of the Supervisory Board stays in regular contact with the Chairman of the Executive Board in order to discuss with him significant business occurrences. Our Articles of Association, supplemented by the Rules of Procedure of the Executive Board, define the specific matters that require the consent of the Supervisory Board or its Chairman.
The Rules of Procedure of the Supervisory Board provide inter alia that each member of the Supervisory Board must have the knowledge, skills and professional experience required for orderly performance of their tasks and that the Supervisory Board must have a sufficient number of independent members. Currently, four of the six shareholder representatives elected at the Annual General Meeting are independent as defined by Item 5.4.2 of the German Corporate Governance Code. At least one independent member must have technical expertise in the fields of accounting and the auditing of financial statements. This is also assured at the present time.
Persons suggested to the Annual General Meeting as candidates for election to the Supervisory Board may not be older than 72 at the time of their election and shall normally not belong to the Supervisory Board as a member for longer than three full consecutive terms of office. The latter has been applicable since the 2014 Annual General Meeting. Nominations shall take account of the company’s international activities as well as diversity considerations in the composition of the Supervisory Board. Furthermore, it shall be ensured that the proposed person can allocate the expected amount of time to properly perform their duties. In addition, no more than two former members of the company’s Executive Board may belong to the Supervisory Board. In order to efficiently perform its tasks the Supervisory Board has formed a number of committees: the Finance and Audit Committee, the Standing Committee and the Nomination Committee. The Supervisory Board committees are each comprised of three members and prepare matters within their scope of competence for discussion and adoption of a resolution by the full Supervisory Board. In addition, the committees are also assigned their own authority to adopt resolutions.
Information regarding the composition of the Supervisory Board and memberships of legally required supervisory boards and comparable control boards at other domestic and foreign business enterprises as at 31 December 2016 is provided below.
Chairman of the Supervisory Board
Chief Executive Officer of Talanx AG
Chief Executive Officer of HDI Haftpflichtverband der Deutschen Industrie V.a.G.
Former member of the Executive Board of RWE AG
Former Chief Executive Officer of Talanx AG and HDI Haftpflichtverband der Deutschen Industrie V.a.G.
Independent management consultant
Member of the Board of Management of Talanx AG
Member of the Board of Management of HDI Haftpflichtverband der Deutschen Industrie V.a.G.
Member of various supervisory boards
1 Member of the Standing Committee
2 Member of the Finance and Audit Committee
3 Independent financial expert on the Finance and Audit Committee
4 Member of the Nomination Committee
5 Memberships of comparable control boards at other domestic and foreign business enterprises
6 Staff representative