talanx group annual report 2011 en

A further focus of our deliberations was risk management within
the Group. The risk reporting by the Board of Management was a
matter for discussion at each meeting of the Supervisory Board. In
addition, we considered a number of acquisition, disposal and cooperation
projects, which the Board of Management presented to us
for discussion and adoption of a resolution. Specifically, reference
may be made here to the purchase of two insurance companies in
Poland (TU Europa and Warta), the acquisition of three insurance
companies in Latin America, the sale of HDI-Gerling Rechtsschutz
Versicherung AG and Clarus AG and the acquisition of a minority
stake in a Vietnamese insurance company. The Supervisory Board
also discussed the strategic orien tation of the Retail Germany divi-
sion and the growth strategy of the Retail International division.
In this connection various acquisition projects were explored in
2011, inter alia in Israel, Turkey and South America; we were kept
informed of the status of these deliberations and discussions.
With an eye to § 87 Para. 1 Stock Corporation Act (AktG) as amended
by the Act on the Adequacy of Management Board Remuneration
(VorstAG), the full Supervisory Board considered the setting of the
bonuses for the members of the Board of Management; in this
context it drew inter alia on horizontal and vertical remuneration
aspects and concepts as a means of comparison and orientation. In
addition, at its meeting on 18 November 2011 the Supervisory Board
was informed about the structure of the remuneration systems
within the Group as required by § 3 Para. 5 of the Regulation on
the Supervisory Law Requirements for Remuneration Schemes in
the Insurance Sector (Versicherungs-Vergütungsverordnung). The
question of the adequacy of the remuneration system for mana gers
within the Group was linked to the question of the adequacy of the
amount of remuneration and discussed in the context of the setting
of bonuses at the Supervisory Board meeting on 20 March 2012.
The transactions and measures subject to approval in accordance
with legal requirements, the company’s Articles of Association
and its Rules of Procedure were agreed with the Board of Management
following examination and discussion. The Supervisory
Board gave the necessary consent to the formation, amendment
and termination of control and profit transfer agreements within
the Group on the basis of the written and verbal explanations
provided by the Board of Management.
Work of the committees
Talanx Group. Annual Report 2011
Along with preparations for discussion and adoption of resolutions
in the full Supervisory Board, the Finance and Audit Committee of
the Supervisory Board considered at length the company’s quarterly
financial statements compiled on a voluntary basis, which have
also been published since Q3/2011. Furthermore, the Finance and
Audit Committee discussed the findings of an actuarial audit of
the net loss reserves for non-life insurance business within the
Talanx Group as well as the profitability trend at the individual
Group companies as at 31 December 2010 and considered the internal
control system, risk reports, risk management activities and the
annual report submitted by the Chief Compliance Officer.
The Personnel Committee deliberated at length on the succession
planning for the Board of Management and defined the targets for
the individual members of the Board of Management in the 2012
financial year. Furthermore, recommendations were made to the
full Supervisory Board in connection with the setting of bonuses
for members of the Board of Management on the basis of the revised
remuneration system.
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