talanx group annual report 2011 en
talanx group annual report 2011 en
talanx group annual report 2011 en
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88<br />
The Talanx Group Strategy Enterprise<br />
managem<strong>en</strong>t<br />
Remuneration <strong>report</strong><br />
Talanx Group. Annual Report <strong>2011</strong><br />
Research and<br />
developm<strong>en</strong>t<br />
The remuneration <strong>report</strong> describes and explains the basic features<br />
of the remuneration structure for the Board of Managem<strong>en</strong>t of<br />
Talanx AG, the amount of the remuneration of the Board of Managem<strong>en</strong>t,<br />
and the criteria for its calculation. The description covers<br />
the paym<strong>en</strong>ts made to the Board of Managem<strong>en</strong>t in the <strong>2011</strong> financial<br />
year in respect of the activities of the members of the Board of<br />
Managem<strong>en</strong>t on behalf of Talanx AG and its affiliated companies.<br />
It also explains the structure and the amount of the remuneration<br />
paid to the Supervisory Board of Talanx AG and the basic principles<br />
for remuneration of the directors and managers other than those<br />
on the Group Board of Managem<strong>en</strong>t.<br />
The remuneration <strong>report</strong> follows the recomm<strong>en</strong>dations of the German<br />
Corporate Governance Code and contains information that is<br />
required pursuant to IAS 24 “Related Party Disclosure“ as part of the<br />
Notes on the <strong>2011</strong> Group financial statem<strong>en</strong>ts. Pursuant to German<br />
commercial law, the information also contains mandatory items of<br />
the Notes (§ 314 HGB) and the Managem<strong>en</strong>t Report (§ 315 HGB), all of<br />
which are discussed in this remuneration <strong>report</strong> and are also summarised<br />
in the Notes in accordance with the applicable statutory<br />
provisions.<br />
The remuneration scheme complies with the provisions of the<br />
German Act on the Appropriat<strong>en</strong>ess of Executive Remuneration<br />
(VorstAG) and of the Insurance Supervision Act (VAG) in conjunction<br />
with the Regulation on the supervisory law requirem<strong>en</strong>ts for remuneration<br />
schemes in the insurance sector (VersVergV), which came<br />
into force in 2010. We have also tak<strong>en</strong> the more specific rules of German<br />
Accounting Standard DRS 17 (2010 am<strong>en</strong>dm<strong>en</strong>t) “ Reporting on<br />
the Remuneration of Members of Governing Bodies“ into account<br />
in this <strong>report</strong>.<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 />
Remuneration of the Board of Managem<strong>en</strong>t<br />
The amount of the remuneration of the Board of Managem<strong>en</strong>t is<br />
decided on by the Supervisory Board. The Supervisory Board reviews<br />
and discusses the remuneration structure and the appropriat<strong>en</strong>ess<br />
of the remuneration at regular intervals.<br />
The Supervisory Board has reviewed the remuneration system for<br />
the Board of Managem<strong>en</strong>t on the basis of the new statutory and<br />
regulatory provisions for executive remuneration and has fundam<strong>en</strong>tally<br />
re-aligned its structure. The new remuneration structure<br />
applies to all active Members of the Board of Managem<strong>en</strong>t with<br />
effect from the <strong>2011</strong> financial year.<br />
Structure of remuneration for the Board of Managem<strong>en</strong>t<br />
The aim of the remuneration system for the Board of Managem<strong>en</strong>t<br />
is to pay the members of the Board a reasonable remuneration. The<br />
remuneration of the Board of Managem<strong>en</strong>t takes into account the<br />
size and activity of the company, its economic and financial situation,<br />
its success and future outlook, and the comparability of the<br />
remuneration in the light of the peer <strong>en</strong>vironm<strong>en</strong>t (horizontal) and<br />
the remuneration levels for the rest of the company’s staff (vertical).<br />
It also takes the tasks and duties of the individual members of the<br />
Board of Managem<strong>en</strong>t, their personal performance and the performance<br />
of the Board of Managem<strong>en</strong>t as a whole into consideration.<br />
Altogether, the remuneration is such that it makes allowance for<br />
both positive and negative developm<strong>en</strong>ts, is in line with the market<br />
and competitive, and promotes the sustainable, longterm developm<strong>en</strong>t<br />
of the company.<br />
The remuneration of the Board of Managem<strong>en</strong>t comprises an<br />
<strong>annual</strong> fixed remuneration and a variable compon<strong>en</strong>t based on<br />
a multi-year assessm<strong>en</strong>t. The proportion of the variable remuneration<br />
within the overall remuneration package differs in each<br />
individual case and ranges from 44% to 68% for 100% achievem<strong>en</strong>t<br />
of the Board members’ personal targets.<br />
The Supervisory Board decides regularly, and in exceptional circumstances<br />
at its prud<strong>en</strong>t discretion, whether the variable remuneration<br />
needs to be adapted or pay-outs restricted.