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talanx group annual report 2011 en

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Overall assessm<strong>en</strong>t of<br />

the economic situation<br />

Non-financial<br />

performance indicators<br />

Marketing and advertising, sales<br />

Corporate Governance Remuneration <strong>report</strong> Ev<strong>en</strong>ts of special<br />

significance<br />

The multi-brand principle pursued within the Talanx Group is<br />

reflected in the diverse forms of communication with which the<br />

subsidiaries with their differ<strong>en</strong>t brand names seek to address<br />

their specific customer segm<strong>en</strong>ts through tailored marketing and<br />

advertising. The primary insurers within the Group, such as HDI<br />

and HDI-Gerling, <strong>en</strong>gage directly with the g<strong>en</strong>eral public by means<br />

of e.g. TV commercials, publicity campaigns and sponsorship activities.<br />

Our reinsurance division and asset managem<strong>en</strong>t operations<br />

focus on their particular target <strong>group</strong>s. Talanx AG’s communication<br />

activities, in turn, are addressed first and foremost to the broader<br />

financial community and business journalists.<br />

The sales channels employed by the Group’s companies are extremely<br />

diverse: they range from our own tied ag<strong>en</strong>ts’ organisations<br />

and local repres<strong>en</strong>tation by branch offices and sales outlets through<br />

the use of brokers and indep<strong>en</strong>d<strong>en</strong>t ag<strong>en</strong>ts to highly specialised<br />

bancassurance cooperations. For further information please see the<br />

sections on the various Group segm<strong>en</strong>ts.<br />

Risk <strong>report</strong> Forecast and<br />

opportunities <strong>report</strong><br />

Corporate Governance<br />

Talanx AG takes good Corporate Governance to mean responsible<br />

<strong>en</strong>terprise managem<strong>en</strong>t and supervision geared to sustainable value<br />

creation. In particular, we strive to further foster the trust placed in<br />

us by investors, our business partners and employees, and the public<br />

at large. We also attach great importance to the effici<strong>en</strong>t conduct<br />

of their work by the Board of Managem<strong>en</strong>t and Supervisory Board,<br />

good cooperation betwe<strong>en</strong> these bodies and with the com pany’s<br />

staff, and to op<strong>en</strong> and transpar<strong>en</strong>t corporate communications.<br />

Talanx AG is a stock corporation under German stock corporation<br />

law. It has three corporate bodies: the Board of Managem<strong>en</strong>t, the<br />

Supervisory Board and the G<strong>en</strong>eral Meeting. The tasks and powers<br />

of these bodies are defined by law, the company’s Articles of Association,<br />

and the Rules of Procedure for the Board of Managem<strong>en</strong>t<br />

and the Supervisory Board.<br />

In accomplishing its goal of sustainably <strong>en</strong>hancing the value of the<br />

company, Talanx AG is guided ext<strong>en</strong>sively by the principles of the<br />

German Corporate Governance Code (DCGK), with the aid of which<br />

it has largely brought itself into line with the standards of German<br />

listed <strong>en</strong>terprises.<br />

Board of Managem<strong>en</strong>t<br />

The Board of Managem<strong>en</strong>t leads the company at its own responsibility<br />

and defines goals and corporate strategy. In accordance with<br />

§ 9 Para. 1 of the Articles of Association, the Board of Managem<strong>en</strong>t is<br />

comprised of at least two persons. Beyond that, the Supervisory Board<br />

determines the number of members. The Board of Managem<strong>en</strong>t curr<strong>en</strong>tly<br />

consists of sev<strong>en</strong> members. The Supervisory Board’s Rules of<br />

Procedure state that it should appoint only persons who are not yet<br />

65 years old to the Board of Managem<strong>en</strong>t. The term of their appointm<strong>en</strong>t<br />

should be chos<strong>en</strong> to <strong>en</strong>d not later than in the month in which<br />

the Board member turns 65.<br />

The curr<strong>en</strong>t composition of the Board of Managem<strong>en</strong>t is set out on<br />

page 6 of this Annual Report.<br />

The working practice of the Board of Managem<strong>en</strong>t is governed by<br />

Rules of Procedure adopted by the Supervisory Board. These define<br />

the areas of responsibility of the individual members of the Board<br />

of Managem<strong>en</strong>t. Notwithstanding their overall responsibility, each<br />

member of the Board heads up the area(s) assigned to them at their<br />

own responsibility within the scope of the resolutions of the full<br />

Board of Managem<strong>en</strong>t.<br />

In addition, the Rules of Procedure set out the matters reserved for<br />

the full Board of Managem<strong>en</strong>t and the required voting majorities.<br />

The full Board of Managem<strong>en</strong>t decides in all cases where adoption of<br />

a resolution by the full Board of Managem<strong>en</strong>t is stipulated by law, the<br />

Articles of Association or the Rules of Procedure.<br />

Talanx Group. Annual Report <strong>2011</strong><br />

85

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