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 not.
Therefore, the Board of Management and Supervisory Board hereby declare pursuant to section 161 of the AktG that, with the exception of the departures stated below, Talanx AG has complied with the recommendations of the German Corporate Governance Code in the version dated 28 April 2022 (published in the Bundesanzeiger (Federal Gazette) on 27 June 2022), and that it will continue to do so in future:
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 experience of designing and using remuneration systems for boards of management, which were gained in particular during the many years he spent as the supervisory board chairman of Group companies. For these reasons it is in the Company’s interest for him to be Talanx AG’s Chairman of the Supervisory Board and Chairman of the Personnel Committee.
The Chairman of the Supervisory Board has been a member of the Supervisory Board for more than four years, since he left the Board of Management. As a result, Talanx AG believes that he must now be considered to be independent from the Company for the purposes of recommendation C. 10 sentence 1 in conjunction with recommendation C.7 paragraph 2. Nevertheless, as a highly precautionary measure, Talanx AG hereby declares a departure from recommendation C.10 sentence 1 to the above-mentioned extent.
The Company will continue to comply with all recommendations of the Code in the version dated 28 April 2022 in future, too, with the exception of the departure set out above as a highly precautionary measure.
Hannover, 8 November 2022
The Board of Management – he Supervisory Board