talanx group annual report 2011 en

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The Talanx Group Strategy Enterprise
management
Talanx Group. Annual Report 2011
Research and
development
The Board of Management meets at least once a month. The Board
of Management reports regularly and comprehensively to the
Super visory Board on the strategic orientation, the development of
business, the company’s financial position and results of operations,
planning and goal accomplishment, and current opportunities and
risks.
Certain decisions of the Board of Management that are of special
importance or strategic significance require the approval of the
Supervisory Board. Some of these reservations of approval are
prescribed by law, others are governed by the Rules of Procedure of
the Board of Management. For instance, the following actions and
transactions require the Supervisory Board’s prior approval:
adoption of strategic principles and objectives for the
company and the Group
adoption of the annual planning for the company and the
Group
conclusion, amendment and termination of affiliation
agreements
acquisition and disposal of parts of undertakings in
excess of a certain size
Members of the Board of Management may take on other activities,
in particular posts on supervisory boards outside the Group, only
with the consent of the Chairman of the Supervisory Board.
Supervisory Board
The Supervisory Board advises and monitors the management of
the company. It is also responsible, in particular, for the appointment
and the contracts of members of the Board of Management
and for examining and approving the individual company and
consolidated financial statements.
The Supervisory Board consists of 16 members. Half of these are
chosen by the shareholders and the other half are elected by the
company’s staff. According to the Rules of Procedure, the members
of the Supervisory Board should not be older than 72 years of age at
the time of their election.
The Board of Management informs the Supervisory Board in a
regular and timely manner about the development of business, the
implementation of strategic decisions, material opportunities and
risks, and the company’s planning. The Chairman of the Supervisory
Board is in constant contact with the Chairman of the Board of
Management to discuss the company’s strategy, business development
and risk management. The composition of the Supervisory
Board and its committees is set out on page 8 et seq. of this Annual
Report.
Markets and
general conditions
Business
development
Assets and
financial position
The Rules of Procedure of the Supervisory Board require each
member of the Supervisory Board to have the knowledge, skills and
specialist experience required for the proper performance of their
duties, and the Supervisory Board should include an adequate number
of independent members. At least one independent member
must have expertise in the fields of financial reporting and auditing
of financial statements. The composition of the Supervisory Board
should reflect the principle of diversity. The aim is for at least four
members to be women. The Supervisory Board currently has five
female members. It is up to each member of the Supervisory Board
to ensure that they have adequate time to exercise the functions
of their office. Not more than two former members of the Board of
Management may be on the Supervisory Board at any time.
To assist the Supervisory Board in performing its tasks effectively, it
has formed the following committees:
Personnel Committee
Finance and Audit Committee
Nomination Committee
Standing Committee
The committees of the Supervisory Board prepare the decisions of
the Supervisory Board that lie within their remit and decide in lieu
of the Supervisory Board on the matters assigned to the remit of
the committee by the Rules of Procedure.
The Finance and Audit Committee (FAC) monitors the financial reporting
process and the effectiveness of the system of internal controls,
of risk management and of the internal audit system. It also
deals with compliance and information system issues on behalf
of the Supervisory Board and discusses the quarterly reports published
starting in Q3/2011. It prepares for the Supervisory Board’s
review of the annual financial statements, the Management Report,
the Board of Management’s proposal for the appropriation of the
disposable profit, and the consolidated financial statements and
the Group Management Report. In this context, the FAC informs
itself in detail of the Auditor’s opinion as to the net assets, financial
position and results of operations and has the effects of any
changes in accounting and recognition methods on the net assets,
results of operations and financial position, and possible alternatives,
explained to it. It deals with issues concerning the requisite
independence of the Auditor, the awarding of the audit mandate,
focal points to be addressed in the audit, and the Auditor’s fees.