As our stock is listed on the New York Stock Exchange we are subject to US corporate governance rules, insofar as these apply to foreign issuers.
In the previous financial years we had already been working intensely on the implementation of section 404 of the Sarbanes Oxley Act (SOA) and eliminated discovered weak points. We have extensively documented our control system over financial reporting and tested its effectiveness. For the first time this year, we will disclose the results of auditing our compliance with SOA section 404 in our US annual report on Form 20-F.
In accordance with the applicable US legislation, our Audit Committee has established procedures for dealing with complaints relating to accounting standards and financial reporting as well as special procedures to ensure the independence of the external auditors. The Allianz SE Supervisory Board has determined that Dr. Wulf Bernotat, Dr. Gerhard Cromme and Mr. Igor Landau fulfill the requirements laid down by US legislation for the co-called “Audit Committee Financial Expert”.
In compliance with provisions contained in the SOA, Allianz SE has drawn up, in addition to the Code of Conduct applying to all employees, a special “Code of Ethics” that applies to the members of the board of management and to senior employees in certain divisions, mainly in finance.
At management level in Allianz SE and in the larger group companies, we have put in place Disclosure Committees. In the Allianz SE Disclosure Committee first drafts of the financial reports are reviewed and discussed by the heads of the relevant units. In this way the Disclosure Committee assists the board of management and particularly the Chairman of the board of management and the Chief Financial Officer in providing their certifications of the financial statements to the SEC, as laid down in the SOA.
In addition, we are subject to the NYSE corporate governance standards. These rules are only partially binding on foreign issuers. Nevertheless, we are obliged to disclose the main differences between our own corporate governance and NYSE standards in short summary form. The main differences arise particularly from our two-tier board system, employee representation on the Supervisory Board and different legislation and best practice standards in Germany and in the EU. A summary of these differences is available on our website under www.allianz.com/corporate-governance.
