The remuneration of the Supervisory Board is based on the size of the company, the functions and responsibilities of the members of the Supervisory Board and the financial situation of the company. It is determined by the Annual General Meeting. Remuneration for the Supervisory Board of Allianz AG was regulated in clause 9 of the Articles of Association of Allianz AG. In connection with the conversion of Allianz AG into Allianz SE, effective October 13, 2006, the regulations for remuneration of the Supervisory Board were transferred unchanged into clause 11 of the Articles of Association of Allianz SE.
Three components make up the Supervisory Board’s remuneration: a fixed sum of € 50,000 and two performance-based components. One of the performance-based components has a short-term orientation and depends on the increase of consolidated earnings-per-share in the previous fiscal year; the other is long-term and focuses on the cumulative trend in this indicator over the past three years.
The maximum sum for each of the two variable remuneration components is limited to € 24,000. This means that with the fixed sum of € 50,000 the maximum total compensation for an ordinary Supervisory Board member amounts to € 98,000. This maximum amount is achieved when the previous year’s earnings-per-share have risen by 16% and when this indicator has further improved by a total of 40% or more over the last three years. If there has been no improvement in corporate earnings-per-share during the relevant period (i.e. the past fiscal year or the past three years), no performance based remuneration will be awarded.
The Chairman and Deputy Chairpersons of the Supervisory Board as well as the Chairman and members of its committees receive additional remuneration as follows: The Chairman of the Supervisory Board receives double, and his deputies one-and-a-half times the remuneration of an ordinary member of the Supervisory Board. Members of the Personnel Committee, Standing Committee and Risk Committee receive an additional 25%, and the Chairmen of each of these committees 50%. Members of the Audit Committee are entitled to a fixed sum of € 30,000 per year, the Committee Chairman receives € 45,000.
There is also a cap on the total remuneration of each member of the Supervisory Board. It is reached when the Chairman of the Supervisory Board has been awarded triple and the other members of the Supervisory Board double the remuneration of an ordinary member of the Supervisory Board.
The members of the Supervisory Board receive a € 500 attendance fee for each Supervisory Board or committee meeting that they personally attend. This sum remains unchanged if several meetings occur on one day or when various meetings are held on consecutive days. The total expenditure for attendance fees in 2006 amounted to € 55,500.
Remuneration of the Supervisory Board of Allianz AG
On October 13, 2006, when the conversion of Allianz AG into Allianz SE became effective, the mandates of the present Supervisory Board members of Allianz AG were terminated. Therefore, they received a time-apportioned 10/12 of the above-described remuneration for their activity in 2006 according to clause 9 paragraph 4 of the Articles of Association of Allianz AG. The fixed sum for fiscal year 2006 was thus 10/12 of € 50,000, i.e. € 41,667. In 2006, both performance-based remuneration components reached € 24,000 because the consolidated earnings-per-share improved by more than 16% in 2006 and more than 40% during the period from 2003 to 2006. Because of the time-apportioned calculation both performance-based remuneration components total 10/12 of € 24,000, i.e. € 20,000. Additional remuneration for the Chairman and Deputy Chairman of the Supervisory Board as well as the Chairman and the members of committees is determined based on these amounts.
Each individual member of the Supervisory Board of Allianz AG (up to October 13, 2006) received the following remuneration.
Remuneration of the Supervisory Board of Allianz AG
Name
Fixed remuneration
€
Performance-based remuneration
Performance-based remuneration
Committee remuneration (may be capped)
€
Total remuneration
€
short-term
€
long-term
€
Dr. Henning Schulte-Noelle (Chairman)
83,334
40,000
40,000
81,666
245,000
Norbert Blix (Deputy Chairman)
62,500
30,000
30,000
40,834
163,334
Dr. Wulf H. Bernotat
41,667
20,000
20,000
0
81,667
Dr. Diethart Breipohl
41,667
20,000
20,000
0
81,667
Dr. Gerhard Cromme
41,667
20,000
20,000
65,834
147,501
Claudia Eggert-Lehmann
41,667
20,000
20,000
25,000
106,667
Hinrich Feddersen
41,667
20,000
20,000
0
81,667
Franz Fehrenbach
41,667
20,000
20,000
0
81,667
Peter Haimerl
41,667
20,000
20,000
20,417
102,084
Prof. Dr. Rudolf Hickel
41,667
20,000
20,000
25,000
106,667
Dr. Franz B. Humer
41,667
20,000
20,000
0
81,667
Prof. Dr. Renate Köcher
41,667
20,000
20,000
0
81,667
Igor Landau
41,667
20,000
20,000
0
81,667
Dr. Max Link
41,667
20,000
20,000
0
81,667
Iris Mischlau-Meyrahn
41,667
20,000
20,000
0
81,667
Karl Neumeier
41,667
20,000
20,000
0
81,667
Sultan Salam
41,667
20,000
20,000
0
81,667
Dr. Manfred Schneider
41,667
20,000
20,000
57,917
139,584
Margit Schoffer
41,667
20,000
20,000
0
81,667
Prof. Dr. Dennis J. Snower
41,667
20,000
20,000
0
81,667
Total
895,840
430,000
430,000
316,668
2,072,508
Remuneration of the Supervisory Board of Allianz SE
The newly constituted first Supervisory Board of Allianz SE was established with the completion of the conversion of Allianz AG into Allianz SE, effective October 13, 2006. Employee representatives were legally appointed on October 27, 2006. The remuneration for the appointment period of members of the first Supervisory Board until the regular Annual General Meeting on May 2, 2007 can be determined only by the Annual General Meeting according to clause 113 paragraph 2 of the German Stock Corporation Act (Aktiengesetz, AktG). The Board of Management and the Supervisory Board will propose to the Annual General Meeting to grant remuneration corresponding to the regulation in clause 11 of the Articles of Association of Allianz SE. In order to avoid a double payment, remuneration for October 2006 is guaranteed only for the Supervisory Board functions assumed for the first time in that month. On that basis, the members of the Supervisory Board would receive the following remuneration:
Remuneration of the Supervisory Board of Allianz SE
Name
Fixed
remuneration
€
Performance-based remuneration
Performance-based remuneration
Committee remuneration (may be capped)
€
Total remuneration
€
short-term
€
long-term
€
Dr. Henning Schulte-Noelle (Chairman)
16,667
8,000
8,000
16,333
49,000
Dr. Gerhard Cromme (Deputy Chairman)
14,584
7,000
7,000
16,918
45,502
Claudia Eggert-Lehmann (Deputy Chairman)
10,417
5,000
5,000
4,084
24,501
Dr. Wulf H. Bernotat
8,334
4,000
4,000
15,667
32,001
Jean-Jacques Cette
12,500
6,000
6,000
2,500
27,000
Godfrey Robert Hayward
12,500
6,000
6,000
2,042
26,542
Dr. Franz B. Humer
8,334
4,000
4,000
12,250
28,584
Prof. Dr. Renate Köcher
8,334
4,000
4,000
9,542
25,876
Igor Landau
8,334
4,000
4,000
7,500
23,834
Jörg Reinbrecht
12,500
6,000
6,000
2,500
27,000
Margit Schoffer
8,334
4,000
4,000
2,042
18,376
Rolf Zimmermann
12,500
6,000
6,000
2,042
26,542
Total
133,338
64,000
64,000
93,420
354,758
Remuneration for Mandates in other Allianz Group subsidiaries
In connection with the assumption of Supervisory Board or similar mandates in other companies of the Allianz Group, Dr. Diethart Breipohl received € 57,829, Claudia Eggert-Lehmann € 45,000, Peter Haimerl € 67,500, Igor Landau € 45,000, Sultan Salam € 45,000 and Margit Schoffer € 45,000.
Agent commissions
One member of the Supervisory Board receives small scale commission payments for peripheral agent activities.
Loans to Members of the Board of Management and Supervisory Board
Loans granted by the Dresdner Bank AG and other Allianz Group companies to members of the Board of Management and Supervisory Board totalled € 61,285 on the date of balance. Loans are provided at standard market conditions or at those conditions also valid for employees. The repaid amounts of these loans amounted to € 12,168 in 2006. Moreover, overdraft facilities were granted to members of the Board of Management and Supervisory Board as part of existing account relationships, likewise corresponding to conditions according to market standard or those valid for employees.
