talanx group annual report 2011 en
talanx group annual report 2011 en
talanx group annual report 2011 en
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12 Talanx Group. Annual Report <strong>2011</strong><br />
The Nomination Committee met on 21 July <strong>2011</strong> and made a recom-<br />
m<strong>en</strong>dation regarding a proposed nomination for election to be<br />
put forward by the Supervisory Board to the G<strong>en</strong>eral Meeting with<br />
the aim of <strong>en</strong>suring that the Supervisory Board has a balanced<br />
composition geared towards the principle of diversity.<br />
Corporate Governance<br />
The Supervisory Board again devoted special att<strong>en</strong>tion to the issue<br />
of Corporate Governance. In accordance with the provisions of the<br />
German Corporate Governance Code, the Articles of Association<br />
and Rules of Procedure of the company were adjusted and consideration<br />
was also giv<strong>en</strong> to the recomm<strong>en</strong>dations of the Code, insofar<br />
as this was found to be appropriate for a company that is as yet<br />
unlisted. This includes, not least, disclosure for the first time on an<br />
individual basis of the remuneration received by the members of<br />
the Board of Managem<strong>en</strong>t and Supervisory Board in the remuneration<br />
<strong>report</strong> contained in the <strong>2011</strong> Annual Report.<br />
Audit of the <strong>annual</strong> and consolidated<br />
financial statem<strong>en</strong>ts<br />
The <strong>annual</strong> financial statem<strong>en</strong>ts of Talanx AG submitted by the<br />
Board of Managem<strong>en</strong>t, the financial statem<strong>en</strong>ts of the Talanx Group<br />
– drawn up in accordance with International Financial Reporting<br />
Standards (IFRS) – as well as the corresponding managem<strong>en</strong>t<br />
<strong>report</strong>s and the bookkeeping system were audited by KPMG AG,<br />
Wirtschaftsprüfungsgesellschaft, Hannover. The G<strong>en</strong>eral Meeting<br />
appointed the auditors; the Finance and Audit Committee awarded<br />
the concrete audit mandate and defined as special audit conc<strong>en</strong>-<br />
trations – in addition to the usual audit tasks – the scrutiny of the<br />
provisions for taxes and p<strong>en</strong>sions (in the case of the <strong>annual</strong> financial<br />
statem<strong>en</strong>ts) and the examination of the valuation of level 2 and 3<br />
assets, the inter company true-up process with units abroad, the<br />
implem<strong>en</strong>tation of the IFRS Improvem<strong>en</strong>ts 2010 and the cash flow<br />
statem<strong>en</strong>t (in the case of the consolidated financial statem<strong>en</strong>ts). The<br />
audit conc<strong>en</strong>trations of the Financial Reporting Enforcem<strong>en</strong>t Panel<br />
(FREP) were also the subject of the audit procedures carried out by<br />
the auditors.<br />
The audits conducted by the auditors gave no grounds for objection.<br />
The unqualified audit certificates that were issued state that<br />
the accounting, <strong>annual</strong> financial statem<strong>en</strong>ts and consolidated<br />
financial statem<strong>en</strong>ts give a true and fair view of the net assets,<br />
financial position and results and that the managem<strong>en</strong>t <strong>report</strong>s<br />
suitably reflect the <strong>annual</strong> and consolidated financial statem<strong>en</strong>ts.<br />
The financial statem<strong>en</strong>ts and the audit <strong>report</strong>s of KPMG were<br />
distri buted to all the members of the Supervisory Board in due<br />
time. They were examined in detail at a meeting of the Finance<br />
and Audit Committee on 19 March 2012 and at a meeting of the<br />
Supervisory Board on 20 March 2012. The auditor took part in the<br />
deliberations of the Finance and Audit Committee and of the full<br />
Supervisory Board regarding the <strong>annual</strong> and consolidated financial<br />
statem<strong>en</strong>ts, <strong>report</strong>ed on the conduct of the audits and was available<br />
to provide the Supervisory Board with additional information. In<br />
accordance with the final outcome of our own examination of the<br />
<strong>annual</strong> financial statem<strong>en</strong>ts, the consolidated financial statem<strong>en</strong>ts,<br />
the corresponding managem<strong>en</strong>t <strong>report</strong>s and the audit <strong>report</strong>s,<br />
we concurred with the opinion of the auditors and approved the<br />
<strong>annual</strong> and consolidated financial statem<strong>en</strong>ts drawn up by the<br />
Board of Managem<strong>en</strong>t.