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