Section 161 of the German Stock Corporation Act (AktG) requires the boards of management and supervisory boards of German listed companies to issue an annual declaration of compliance with the recommendations of the Government Commission on the German Corporate Governance Code (“the Code”) published by the Federal Ministry of Justice and Consumer Protection, or alternatively to explain which recommendations were or are not being followed and why.
Therefore, the Board of Management and Supervisory Board hereby declare pursuant to section 161 of the AktG that, with the exception of the departure stated below as a highly precautionary measure, Talanx AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code in the version dated 16 December 2019 (published in the Bundesanzeiger (Federal Gazette) on 20 March 2020) since 1 April 2022:
Recommendation C. 10 sentence 1 of the Code (Chair of the Supervisory Board, Chair of the committee that addresses Management Board remuneration; independence from the Company and the Management Board)
Prior to his appointment as a member of the Supervisory Board, Talanx AG’s current Chairman of the Supervisory Board and Chairman of the Personnel Committee was a member and Chairman of the Company’s Board of Management. Our goal is for his comprehensive knowledge of the primary insurance and reinsurance business, and his many years of experience in managing the Company and the Group to remain at Talanx AG’s service, and for the work of the Supervisory Board and the Personnel Committee to continue benefiting from it in this key role. For example, he also has extensive expertise in designing and using remuneration systems for boards of management, due in particular to his many years as the supervisory board chairman for Group companies. For these reasons, it is in the Company’s interests for him to be Chairman of the Supervisory Board and Chairman of the Personnel Committee at Talanx AG.
The Chairman of the Supervisory Board stepped down as Chairman of the Finance and Audit Committee with effect from the end of 31 March 2022 and has been an ordinary member of the Finance and Audit Committee since then; as a result, recommendation D. 4 sentence 2 of the Code has been complied with since 1 April 2022.
The Chairman of the Supervisory Board has been a member of the Supervisory Board for nearly four years now after leaving the Board of Management. As a result, in Talanx AG’s opinion he must now be considered to be independent of the Company in relation to recommendation C. 10 sentence 1 in conjunction with recommendation C. 7 paragraph 2. Nevertheless, as a highly precautionary measure, Talanx AG hereby formally declares a departure from recommendation C. 10 sentence 1 to the extent described above.
The Company will continue to comply with all recommendations of the Code in the version dated 16 December 2019 in future, too, with the exception of the departure stated above as a highly precautionary measure.
Hannover, 1 April 2022
The Board of Management The Supervisory Board
