talanx group annual report 2011 en

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The Talanx Group Strategy Enterprise
management
Remuneration report
Talanx Group. Annual Report 2011
Research and
development
The remuneration report describes and explains the basic features
of the remuneration structure for the Board of Management of
Talanx AG, the amount of the remuneration of the Board of Management,
and the criteria for its calculation. The description covers
the payments made to the Board of Management in the 2011 financial
year in respect of the activities of the members of the Board of
Management on behalf of Talanx AG and its affiliated companies.
It also explains the structure and the amount of the remuneration
paid to the Supervisory Board of Talanx AG and the basic principles
for remuneration of the directors and managers other than those
on the Group Board of Management.
The remuneration report follows the recommendations of the German
Corporate Governance Code and contains information that is
required pursuant to IAS 24 “Related Party Disclosure“ as part of the
Notes on the 2011 Group financial statements. Pursuant to German
commercial law, the information also contains mandatory items of
the Notes (§ 314 HGB) and the Management Report (§ 315 HGB), all of
which are discussed in this remuneration report and are also summarised
in the Notes in accordance with the applicable statutory
provisions.
The remuneration scheme complies with the provisions of the
German Act on the Appropriateness of Executive Remuneration
(VorstAG) and of the Insurance Supervision Act (VAG) in conjunction
with the Regulation on the supervisory law requirements for remuneration
schemes in the insurance sector (VersVergV), which came
into force in 2010. We have also taken the more specific rules of German
Accounting Standard DRS 17 (2010 amendment) “ Reporting on
the Remuneration of Members of Governing Bodies“ into account
in this report.
Markets and
general conditions
Business
development
Assets and
financial position
Remuneration of the Board of Management
The amount of the remuneration of the Board of Management is
decided on by the Supervisory Board. The Supervisory Board reviews
and discusses the remuneration structure and the appropriateness
of the remuneration at regular intervals.
The Supervisory Board has reviewed the remuneration system for
the Board of Management on the basis of the new statutory and
regulatory provisions for executive remuneration and has fundamentally
re-aligned its structure. The new remuneration structure
applies to all active Members of the Board of Management with
effect from the 2011 financial year.
Structure of remuneration for the Board of Management
The aim of the remuneration system for the Board of Management
is to pay the members of the Board a reasonable remuneration. The
remuneration of the Board of Management takes into account the
size and activity of the company, its economic and financial situation,
its success and future outlook, and the comparability of the
remuneration in the light of the peer environment (horizontal) and
the remuneration levels for the rest of the company’s staff (vertical).
It also takes the tasks and duties of the individual members of the
Board of Management, their personal performance and the performance
of the Board of Management as a whole into consideration.
Altogether, the remuneration is such that it makes allowance for
both positive and negative developments, is in line with the market
and competitive, and promotes the sustainable, longterm development
of the company.
The remuneration of the Board of Management comprises an
annual fixed remuneration and a variable component based on
a multi-year assessment. The proportion of the variable remuneration
within the overall remuneration package differs in each
individual case and ranges from 44% to 68% for 100% achievement
of the Board members’ personal targets.
The Supervisory Board decides regularly, and in exceptional circumstances
at its prudent discretion, whether the variable remuneration
needs to be adapted or pay-outs restricted.