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 exceptions of the departures stated below, 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), and that it will continue to do so in future.
Recommendations C.10 sentence 1 and D.4 sentence 2 of the Code (Chair of the Supervisory Board, Chair of the Audit Committee, and 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, Chairman of the Finance and Audit Committee, 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 to continue benefiting from it in this key role. Furthermore, since he also held the position of Chief Financial Officer at an earlier point in time, he has extensive knowledge and experience in the areas of financial reporting, financial statement auditing and internal control procedures in the primary insurance and reinsurance sectors. Moreover, he has extensive experience of designing and using remuneration systems for boards of management, due in particular to his many years as a supervisory board member at Group companies. For these reasons, the Company believes that the current Chairman of the Supervisory Board is ideally suited to chairing the Finance and Audit Committee and the Personnel Committee. The Chairman of the Supervisory Board has been a member of the Supervisory Board for more than three years, since he left 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. Nevertheless, as a highly precautionary measure, Talanx AG hereby formally declares a departure from recommendation C. 10 sentence 1.
For the reasons given above, it is in the Company’s interests to depart from the recommendations contained in sections C.10 sentence 1 and D.4 sentence 2 of the Code.
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 departures set out above.
Hannover, 9 November 2021
The Board of Management The Supervisory Board
Talanx AG is incorporated under the laws of Germany. Its corporate standing, rules of operation as well as the rights of shareholders are governed by the provisions of German corporate law. In certain areas, these provisions differ from the relevant provisions of Polish law.
In this report Talanx AG gives notice of the non-application of certain corporate governance rules specified in the “Best Practice for GPW Listed Companies 2016” along with an explanation why these rules were not applied. The recommendations defined in the “Best Practice for GPW Listed Companies 2016” are not subject of the declaration.
The information provided should be assessed together with the Annual Report of Talanx AG which contains general information about the structure of the Talanx Group and its corporate governance system.
According to the German Stock Corporation Act, Talanx AG operates under a system based on three corporate bodies – the Annual General Meeting of shareholders, the Supervisory Board and the Board of Management.
The Board of Management and Supervisory Board submitted a declaration of conformity with the German Corporate Governance Code (“DCGK”) for Talanx AG prior to approval of the annual financial statements. This declaration of conformity is part of the Annual Report of Talanx AG and published on the company´s website (https://www.talanx.com/en/investor_relations/reporting/financial_reports). The DCGK sets out major statutory requirements governing the management and supervision of German listed companies and contains both internationally and nationally recognised standards for good and responsible enterprise management.
By good corporate governance, the Board of Management and Supervisory Board of Talanx AG understand a responsible enterprise management and supervision geared towards sustainable value creation. The company´s understanding of good corporate governance is being summarised in Talanx AG’s Corporate Governance Principles which were adopted by the Board of Management and Supervisory Board (https://www.talanx.com/en/talanx-group/corporate_governance).
B. Information as to which corporate governance rules defined in section I-VI were not applied by Talanx AG and an explanation under what circumstances and for what reasons these rules were not applied
Chapter I. Disclosure Policy, Investor Communications
I.Z.1. A company should operate a corporate website and publish on it, in a legible form and in a separate section, in addition to information required under the legislation:
I.Z.1.11. information about the content of the company’s internal rule of changing the company authorised to audit financial statements or information about the absence of such rule;
I.Z.1.19. shareholders’ questions asked to the management board pursuant to Article 428 § 1 or § 6 of the Commercial Companies Code together with answers of the management board to those questions, or a detailed explanation of the reasons why no answer is provided, pursuant to principle IV.Z.13;
I.Z.1.20. an audio or video recording of a General Meeting.
Partial non-application of the rule.
Talanx AG makes relevant information and documents available for review by shareholders on the corporate website (www.talanx.com).
I.Z.1.11. According to EU law, the responsible auditor of a Public Interest Entity, as Talanx AG, has to rotate after 10 years. There does not exist any specific internal rules of Talanx AG concerning the changing of the company’s auditor. Change of auditors company for Talanx AG is approved as of 2018. PricewaterhouseCoopers were appointed as statutory auditors of the Company until the next AGM. This was a new appointment following a tender process carried out by Talanx AG.
I.Z.1.19. Talanx AG reports the detailed results on all votes via a company release and via its website shortly after the Annual General Meeting has ended.
I.Z.1.20.Talanx AG limits – consistent with German law – the broadcast of the Annual General Meeting to such parts which do not show private investors or their representatives. AGM is recorded, broadcast and available on the company website until (and including) the speech of the CEO (no broadcast, recording and website availability e.g. of Q&A session).
Chapter IV. General Meeting, Shareholder Relations
IV.Z.4. If the Management Board becomes aware a General Meeting being convened pursuant to Article 399 § 2–4 of the Commercial Companies Code, the Management Board should immediately take steps which it is required to take in order to organise and conduct the General Meeting. The foregoing applies also where a General Meeting is convened under authority granted by the registration court according to Article 400 § 3 of the Commercial Companies Code.
Partial non-application of the rule.
IV.Z.4. According to German and Polish rules governing the conflict of laws, solely German law is applicable in respect of corporate legal processes, particularly regarding the way of convening a General Meeting.
Chapter VI. Remuneration
VI.Z.3. The remuneration of members of the Supervisory Board should not be linked to options or other derivatives or any other variable components, and neither should it be linked to the company´s results.
Partial non-application of the rule.
VI.Z.3. The remuneration of the Supervisory Board members of Talanx AG has a variable component which is linked to the company´s averaged results of the last three business years.
The Board of Management
A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed Companies 2016
For detailed information please refer to this document: pdf