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1、Courage tomove forwardALLIANZ GROUPAnnual Report 2023 To go directly to any chapter,simply click on the headline or the page number.All references to chapters,notes,web pages,etc.within this report are also linked.CONTENT A _ To Our Investors Pages 1 11 2 Letter to the Investors 4 Supervisory Board

2、Report 10 Mandates of the Members of the Supervisory Board 11 Mandates of the Members of the Board of Management B _ Corporate Governance Pages 12 49 13 Corporate Governance Statement(part of the Group Management Report)22 Takeover-Related Statements and Explanations(part of the Group Management Rep

3、ort)24 Remuneration Report C _ Group Management Report Pages 50 148 51 Business Operations 54 Non-Financial Statement 109 Business Environment 110 Executive Summary of 2023 Results 111 Property-Casualty Insurance Operations 113 Life/Health Insurance Operations 115 Asset Management 117 Corporate and

4、Other 118 Outlook 2024 122 Balance Sheet Review 124 Liquidity and Funding Resources 127 Reconciliations 128 Risk and Opportunity Report D _ Consolidated Financial Statements Pages 149 257 150 Consolidated Balance Sheet 151 Consolidated Income Statement 152 Consolidated Statement of Comprehensive Inc

5、ome 153 Consolidated Statement of Changes in Equity 154 Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements 155 General Information 177 Notes to Insurance Operations 206 Notes to Financial Operations 225 Other Information E _ Further Information Pages 258 267 259 Resp

6、onsibility Statement 260 Independent Auditors Report 267 Auditors Report Annual Report 2023 Allianz Group 1 TO OUR INVESTORS A A _ To our Investors Annual Report 2023 Allianz Group 2 In 2023,the theme that dominated the global economy,capital markets and society alike was the fight against inflation

7、.Over the past year,no one has been immune to inflations corrosive effects on savings and the affordability of goods.The monetary policies that were taken to mitigate inflation now appear to have arrested its trajectory,but present manifold challenges both for businesses and consumers.Throughout a p

8、eriod in which our customers and partners experienced significant increases in their cost of living and challenges in sustaining their businesses,we maintained our focus on delivering the greatest possible value to them through our customer service and product offerings.For our shareholders,we steer

9、ed our business model and managed our capital position to overcome inflationary challenges,ultimately contributing to a record performance.Our ability to manage inflation in all its forms is proving to be a distinct competitive advantage for Allianz.We have successfully consolidated our leading posi

10、tion as one of the largest global insurers and active asset managers,one that is able to leverage its scale,global reach,and diversified business model to address the financial and protection needs of more people around the world.At the end of the 2023,our share price reached a 20-year high,our tota

11、l business volume increased by 5.5%to 162 bn,and our operating profit reached another record level,rising by 6.7%to 14.7 bn.Our PropertyProperty-CasualtyCasualty segment grew strongly by 8.4%to almost 77 bn in total business volume.The operating profit topped 6.9 bn for the first time,despite anothe

12、r year that was marked by increased claims resulting from more frequent and severe natural catastrophes.This clearly confirms our healthy underlying profitability and underwriting expertise.Our Life/HealthLife/Health segment demonstrated robust growth,with the value of new business increasing by 2.2

13、%to 4.0 bn as we developed attractive solutions to protect our customers from the effects of inflation on their savings.The operating profit of 5.2 bn was strong,making the Life/Health segment a resilient contributor to our earnings power.Our Asset Management Asset Management segment proved resilien

14、t managing through a volatile environment to deliver an operating profit of 3.1 bn.We recorded third-party net inflows of 21.5 bn a signal of active investors readiness to invest in the market through us and we achieved growth in third-party assets under management to 1.7 tn.Together with our contin

15、ued strong investment outperformance,this bodes well for further improvements in growth and profitability.Our shareholders benefited from an outstanding total return of 27%for the year,outperforming the European insurance sector,our direct peers,and the broader European stock market.This performance

16、 is backed by our financial strength and affirmed by the leading financial rating agencies which place Allianz in the top of our category,at AA(S&P Global),Aa2(Moodys)and A+(AM Best)respectively,and fully in line with our ratings objectives.Looking ahead,we will focus on unlocking the benefits of ou

17、r scale,further increasing our productivity,and translating excellent customer experience into profitable customer growth.Alongside our strong financial performance,Allianzs organizational health further raises our confidence that our company will remain resilient in the face of volatility and be ab

18、le to exceed our stakeholders expectations in the future:OLIVER BTE Chief Executive Officer A _ To our Investors Annual Report 2023 Allianz Group 3 Our brand value is stronger than ever before.Our brand value is stronger than ever before.Allianz is the worlds leading insurance and asset management b

19、rand for the fifth time in a row according to Interbrands 2023 Best Global Brands ranking,with our brand value exceeding USD 20bn for the first time.In addition,in an increasingly polarized world,Allianz remains the most trusted insurance brand among our peer set across all stakeholder groups,accord

20、ing to Edelman Trust Intelligence data.We embrace our societal responsibility and leverage our strength,stability,and skills to address the root causes of polarization and secure the future of those who put their trust in us.Our customers value the care and service we provide in their moments Our cu

21、stomers value the care and service we provide in their moments of greatest need.of greatest need.We evaluate our business performance based on the experience of our customers,as their satisfaction and loyalty are among the most important drivers of our growth.Our latest Net Promoter Score results,wh

22、ich measure our customers loyalty through customers willingness to recommend Allianz,show that three-quarters of our operating entities outperformed their peers,a remarkable jump of 11 percentage points from last year.And we are also proud that 59%of our operating entities have achieved the distinct

23、ion of Loyalty Leadership status,which is a leading indicator for our future market expansion.Our success would be impossible without our engaged and healthy Our success would be impossible without our engaged and healthy workfoworkforcerce.We are therefore extremely proud that Allianz achieved reco

24、rd results in all three globally benchmarked indices of employee engagement against a declining industry trend:our Inclusive Meritocracy Index increased by 2percentage points reaching best-in-class levels,our Work Well Index+rose by 5 percentage points,and our Employee Engagement Index by 3 percenta

25、ge points.In addition,our employee share ownership reached 70%,which is a remarkable expression of our peoples confidence in our organization.Our industry leadership in diversity reflects the strength of our workforce and its preparedness for the future,and this talent advantage is recognized by the

26、 global Refinitiv Diversity&Inclusion Index 2023,which ranked Allianz first in the insurance category for the 5th consecutive year.However,our efforts to ensure resilience and to protect what is most valuable to our customers exceed our organization and touch on society at large.In 2023,we again dem

27、onstrated our industry leadership in sustainability by publishing our first comprehensive net-zero transition plan with concrete milestones to be achieved by 2030 detailing our commitment to achieve net-zero emissions in the investment of policyholder funds and our property and casualty portfolios b

28、y 2050.As we look ahead,our corporate health and resilience are foundational to our ability to deliver strong results and returns amid even the most challenging environments especially in the increasingly polarized world we live in today.We are well-prepared to lead in this context,drawing on the pr

29、inciples of sustainability,strength,and inclusion at which Allianz has excelled since our founding 134 years ago.Our company and our purpose are as relevant and important today as they have ever been,and we will not shy away from this calling.On behalf of our management team and our employees,I than

30、k you for your trust in the AllianzGroup and look forward to earning your continued support in the year ahead.A _ To our Investors Annual Report 2023 Allianz Group 4 Ladies and Gentlemen,As in previous years,the Supervisory Board comprehensively fulfilled its duties and obligations as laid out in th

31、e companys statutes and applicable law in the financial year 2023.It monitored the activities of the companys Board of Management,addressed the succession planning for the Board of Management and the Supervisory Board,and advised the Board of Management on business management issues.In the financial

32、 year 2023,the Supervisory Board held six meetings and adopted one written resolution.The meetings took place in February,March,May,June,September,and December.The written resolution was adopted in October.All meetings were held as in-person meetings.At all meetings held in the financial year under

33、review,the Board of Management informed the Supervisory Board about the development of business at AllianzSE and the Allianz Group.In particular,the Board of Management presented the development of Group revenues and results as well as business developments in the individual business segments.The Bo

34、ard of Management provided comprehensive information about the development of AllianzSE and the Allianz Group,including the planning as well as deviations of actual business developments from the planning.In this context,the Board of Management also regularly discussed the adequacy of capitalization

35、,the solvency ratio of Allianz SE and the Group,and the corresponding stress and risk scenarios with the Supervisory Board.The annual and consolidated financial statements,including the respective auditors reports,the half-year report as well as quarterly earnings releases were reviewed in detail by

36、 the Supervisory Board after preparation by the Audit Committee.In the first half of 2023 in particular,the meetings again focused on the review of the Structured Alpha matter in close dialogue with the Board of Management,assisted by the law firm mandated by the Supervisory Board.The reports and de

37、liberations also focused on the impact of rising inflation rates and interest rates on the overall economy and the insurance sector as well as a range of strategic topics,including the risk strategy and IT strategy,and the Board of Managements planning for the financial year 2024.The status of the d

38、igital implementation of the Allianz Customer Model by means of the Allianz Business Master Platform and the merger of the global MidCorp business with the business of Allianz Global Corporate&Specialty SE under the trading name Allianz Commercial was reported on at several meetings.Another regular

39、item discussed was cyber risk security.The Supervisory Board also dealt extensively with personnel matters relating to the Board of Management as well as succession planning for the Board of Management and the Supervisory Board.The deliberations of the Supervisory Board and in particular the Personn

40、el Committee and Sustainability Committee also included establishing target achievement and setting targets for the remuneration of the Board of Management.The Supervisory Board received regular,timely and comprehensive reports from the Board of Management.The Board of Managements oral reports at th

41、e meetings were prepared with written documents,sent to each member of the Supervisory Board in good time before the relevant meeting.The Board of Management also informed the Supervisory Board in writing about important events,including between meetings.The Chairmen of the Supervisory Board and the

42、 Board of Management held regular discussions about key developments and decisions.The Chairman of the Supervisory Board held separate talks with each member of the Board of Management on each individuals status of target achievement,both for the respective half year and the full year.Once again in

43、2023,individual and group training sessions were implemented on the basis of a development plan adopted for the further training of the members of the Supervisory Board,for example on the topics of cybersecurity,the sales strategy,and the auditing of financial statements.At the meeting on 16 Februar

44、y 2023,the Supervisory Board dealt extensively with the preliminary business figures for the financial year 2022 and the Board of Managements dividend proposal.The appointed audit firm,PricewaterhouseCoopers GmbH Wirtschaftsprfungsgesellschaft(PwC),Frankfurt am Main,reported in detail on the prelimi

45、nary results of its audit.In the further course of the meeting,the Supervisory Board also discussed the status of the measures taken to implement results from the audit carried out by the Federal Financial Supervisory Authority(BaFin)regarding the Group steering processes and the System of Governanc

46、e.Comprehensive discussions were also held on the status of implementation of the actions adopted by the Board of Management following the Structured Alpha matter.The Supervisory Board also obtained a detailed report on the status of the investigations carried out by the external lawyers into the qu

47、estion of potential misconduct at the level of subsidiaries in connection with the Structured Alpha matter.The Board of Management also reported on PIMCOs Asset Management business,focusing in particular on governance topics.The Supervisory Board also discussed the target achievement of the individu

48、al members of the Board of Management and,on that basis,set their variable remuneration for the financial year 2022,subject to the approval of the annual financial statements.In this context,the Supervisory Board decided to make use of its discretion to take unforeseeable extraordinary developments

49、into account in determining target achievement and to use the net income attributable to shareholders,adjusted for the effects of Allianzs divestment in Russia,as the basis for target achievement.Against the backdrop of the Structured Alpha matter,the Supervisory Board once more also discussed the q

50、uestion of the applicability of the so-called compliance caveat in paying variable remuneration components to members of the Board of Management.The independent investigations of potential breaches of duty by members of the Board of Management had already concluded in December 2022 that there were n

51、o indications of misconduct by any members of the Board of Management of Allianz SE.Hence there was no reason to apply the compliance caveat.As part of the performance assessment,the Supervisory Board carried out a fit and proper assessment of the SUPERVISORY BOARD REPORT A _ To our Investors Annual

52、 Report 2023 Allianz Group 5 members of the Board of Management.The Supervisory Board also dealt with succession planning for the Supervisory Board.At the end of the meeting,the Supervisory Board held an executive session without the Board of Management members being present and discussed questions

53、relating to succession planning for the Board of Management as well as the talks of the Supervisory Board Chairman with investors and proxy advisors.At the meeting on 2 March 2023,the Board of Management first reported on the business developments to that date in the financial year 2023.The Board of

54、 Management also presented its report on the development of risks and solvency in the financial year 2022 and the outlook for 2023.The annual reports from Internal Audit and Compliance were also presented and discussed at the meeting.The Supervisory Board then discussed the audited annual and consol

55、idated financial statements and the Management and Group Management Report,including the Non-Financial Statement and the Remuneration Report,the solvency statements for Allianz SE and the Allianz Group,as well as the Board of Managements recommendation for the appropriation of earnings.The auditor c

56、onfirmed that there had been no discrepancies since their February report and issued an unqualified auditors report for the individual and consolidated financial statements and for the solvency statements.The auditor did not have any reservations,either,regarding the audit of the Non-Financial State

57、ment and the Remuneration Report,which partly went beyond legal requirements.The Supervisory Board then approved the audited annual and consolidated financial statements.It approved the Board of Managements proposal for the appropriation of earnings for the financial year 2022,the Remuneration Repor

58、t and the Supervisory Board Report,the Corporate Governance Statement,and the Non-Financial Statement.Furthermore,the Board of Management reported on the status of investigations into potential misconduct at the level of subsidiaries in relation to the Structured Alpha matter.In addition,the Supervi

59、sory Board resolved,at the recommendation of the Audit Committee,to propose to the Annual General Meeting the election of PwC as auditor for the 2023 individual and consolidated financial statements and for the review of the half-year financial report for 2023,and to mandate PwC with the supplementa

60、ry audit of the Remuneration Report and the Non-Financial Statement for the financial year 2023.Moreover,the Supervisory Board reviewed the agenda and proposals for resolution for Allianz SEs 2023 Annual General Meeting(AGM)and approved the stipulations of the Board of Management for the virtual AGM

61、.It also obtained extensive information on the status of implementation of the Allianz Business Master Platform.Lastly,the Supervisory Board dealt with succession planning for the Supervisory Board and the Board of Management.On 4 May 2023,just before the Annual General Meeting,the Board of Manageme

62、nt briefed the Supervisory Board on business developments in the first quarter of 2023,as well as on the current situation of both the Allianz Group and Allianz SE,in particular with regard to the development of the Groups solvency.The Supervisory Board also once again dealt with the status of the m

63、easures initiated by the Board of Management following the Structured Alpha matter and the status of the measures to implement results of the audit carried out by the BaFin regarding the Group steering processes and the System of Governance.The meeting on 23 June 2023 was held at Allianz UK in Londo

64、n.At the meeting,the Board of Management provided a comprehensive report on the business developments in the financial year 2023 to that date.The Supervisory Board also dealt with BaFins findings from the review of the implementation of the insurance supervisory law requirements for IT and the measu

65、res initiated by the Board of Management in response to these findings.Furthermore,given the substantial progress in implementing the measures initiated following the Structured Alpha matter,and at the recommendation of the lawyers mandated by the Supervisory Board,the Supervisory Board decided to d

66、issolve the Audit Committee working group specifically set up for this purpose in 2021 and to return to regular reporting.In addition,the Supervisory Board obtained a comprehensive report on the status of the merger of the global MidCorp business with the business of Allianz Global Corporate&Special

67、ty SE under the trading name Allianz Commercial.The Board of Management also reported in detail on the current concept of the Allianz Business Master Platform and its implementation status.Other topics covered by reports included the Board of Managements decision to leave the Net-Zero Insurance Alli

68、ance,and the business of Allianz UK,which was reported on by the CEO of Allianz UK.In addition,the Board of Management provided its regular status report on cyber risks and cybersecurity at Allianz as well as its annual report on Group data privacy.Finally,the Supervisory Board again dealt with succ

69、ession planning for the Board of Management and Supervisory Board.The mandates of Board of Management members Dr.Karuth-Zelle and Mr.Townsend were each extended by five years up until 31 December 2028.At the end of the meeting,the Supervisory Board held an executive session without the members of th

70、e Board of Management being present and informed itself about the mid-year talks held between the Chairman of the Supervisory Board and the members of the Board of Management.Furthermore,the Supervisory Board discussed the assessment of Allianz made by an external finance and insurance analyst from

71、the independent analyst firm Autonomous Research with that analyst.At the meeting on 28 September 2023,the Board of Management firstly again reported on the business developments in the financial year 2023 to that date,focusing in particular on the effects of damages from natural catastrophes.One of

72、 the key items discussed at the meeting was the Board of Managements IT strategy,and,in that context,the implementation status of the current strategy to launch the Business Master Platform.The Board of Management also reported on the motor vehicle liability insurance segment in Germany and provided

73、 an update on the business of Allianz Direct.The Supervisory Board also dealt with the status of business activities in the Latin America region.Moreover,the Supervisory Board discussed the upcoming decisions regarding personnel matters relating to the Board of Management,and in accordance with the

74、proposal submitted by the Personnel Committee approved Mr.Terzariols resignation from the Board of Management and the termination of his service contract by way of mutual agreement with effect from 31 December 2023.The Supervisory Board appointed Ms.Claire-Marie Coste-Lepoutre to the Board of Manage

75、ment of Allianz SE to succeed Mr.Terzariol with effect from 1 January 2024.Subsequently,the Supervisory Board discussed the results of the self-evaluation of the Supervisory Board required by supervisory law and the resulting development plan,which includes training programs on accounting and the in

76、ternal model for the financial year 2024.The Supervisory Board also discussed the succession planning for the Supervisory Board.The Supervisory Board then held its executive session without the members of the Board of Management being present.On 1 October 2023,the Supervisory Board extended the mand

77、ate of Mr.Bte as member and Chairman of the Board of Management until the end of the day of the Annual General Meeting resolving on the approval of the actions of the Board of Management for the financial year 2027 by way of a written resolution.In the same circular resolution,the Supervisory Board

78、extended the mandate of Dr.Wimmer as member of the Board of Management up until 30 September 2029.A _ To our Investors Annual Report 2023 Allianz Group 6 At the meeting on 14 December 2023,the Board of Management first informed the Supervisory Board about the results for the third quarter,the furthe

79、r business developments,and the situation of the Allianz Group.Furthermore,the Supervisory Board discussed the risk strategy for the financial year 2024 and,closely linked with the risk strategy,the planning for the financial year 2024.It also obtained a report from the Board of Management on the st

80、atus of implementation of the Allianz Commercial project and on the Asset Management business of Allianz Global Investors.The Board of Management also presented its regular status report on cyber risk security,dealing in particular with global staff shortages in IT.The Board of Management also repor

81、ted on the M&A strategy and current M&A transactions.At that meeting,the Supervisory Board again discussed succession planning for the Board of Management.It also reviewed the appropriateness of the Board of Managements remuneration and set the targets for the variable remuneration for the members o

82、f the Board of Management for 2024.The appropriateness of the remuneration for the Supervisory Board members was also reviewed on the basis of an external benchmark analysis.The Supervisory Board also dealt with the Declaration of Conformity with the German Corporate Governance Code.The Supervisory

83、Board then discussed the results of the self-assessment of its own activities(so-called efficiency review),once again carried out using an internal questionnaire in 2023.The Supervisory Board also discussed succession planning for the Supervisory Board.The Supervisory Board then held an executive se

84、ssion without the members of the Board of Management being present and discussed the planning of Supervisory Board activities for the financial year 2024.On 14 December 2023,the Board of Management and the Supervisory Board issued the Declaration of Conformity in accordance with section 161 of the G

85、erman Stock Corporation Act(“Aktiengesetz”)and posted it on the company website,where it is available at all times.AllianzSE has complied with all recommendations set out by the German Corporate Governance Code in the version of 28 April 2022,and will continue to comply with them in the future.Furth

86、er explanations on corporate governance in the Allianz Group can be found in the Corporate Governance Statement.More details on corporate governance are also provided on the Allianz company website.The Supervisory Board has formed various committees in order to perform its duties efficiently.The com

87、mittees prepare the consultations in plenary sessions as well as the adoption of resolutions.They can also adopt their own resolutions.The composition of the committees can be found in the Corporate Governance Statement.The Standing Committee held five meetings in the financial year 2023,all of whic

88、h were held as in-person meetings.The committee dealt with corporate governance issues,in particular the preparation of the Declaration of Conformity with the German Corporate Governance Code.The committee also dealt with the preparation of and follow-up to the Annual General Meeting,extensively del

89、iberating on the format for the Annual General Meeting.The Standing Committee also prepared the Supervisory Board self-evaluation as required by supervisory law and the associated development plan.Collective and,if necessary,individual training measures are continuously carried out as part of the im

90、plementation of the development plan.The Standing Committee also reviewed the appropriateness of the remuneration of the members of the Supervisory Board.Regarding the Supervisory Boards annual efficiency review,the committee also discussed the implementation of the results of the efficiency review

91、conducted in 2022 and prepared the efficiency review for 2023.As planned,the review was implemented without any external support.Lastly,the Standing Committee prepared the analysis of the results of the efficiency review 2023 by the Supervisory Board.The Personnel Committee held four regular meeting

92、s and one extraordinary meeting in 2023.The regular meetings were held in person,while the extraordinary meeting took place in a virtual format.At the meetings,the committee discussed in detail the preparatory review of the Remuneration Report for 2022 and target achievement of the members of the Bo

93、ard of Management for the financial year 2022,including the annual Fit&Proper assessment of each member of the Board of Management.As part of the target-assessment process,the Personnel Committee discussed in particular the adjustment of the net income,as a target performance indicator for variable

94、remuneration,to reflect the extraordinary charges resulting from the divestment of the Russian business.The Personnel Committee also prepared the annual review of the appropriateness of the remuneration of the Board of Management and dealt with potential amendments to the remuneration system for the

95、 Board of Management.Furthermore,discussions focused on the preparation of the target setting for the variable remuneration for 2024.The committee also dealt with the departure of Mr.Terzariol from the Board of Management.Against this background and in light of the expiry of various mandates at the

96、Board of Management,the Personnel Committee intensively dealt with succession planning for the Board of Management.Lastly,it discussed individual issues related to mandates or contracts of(former)Board of Management members.The Audit Committee held five meetings in 2023.All meetings were held in per

97、son.In the presence of the auditor,the committee discussed both Allianz SEs annual financial statements and the Allianz Groups consolidated financial statements,the management reports including non-financial reporting,the respective solvency statements,and the half-year financial report as well as t

98、he Remuneration Report.The auditor presented his respective audit reports.Reviews by the Audit Committee revealed no reasons for objection.The Board of Management reported on the quarterly results and discussed them in detail with the Audit Committee together with the results of the auditors review.

99、The Board of Management also reported regularly on relevant special topics.In this context,the Audit Committee dealt,in particular,with the impact of the rise in inflation rates,the divestment of the majority stake in Allianzs Russian business,and the implementation of the new accounting standards I

100、FRS 9 and 17.At all meetings,the Audit Committee also reviewed and monitored the status of the processing of the Structured Alpha matter.The focus of its deliberations in this context was on the status of implementation of the measures taken in response to the Structured Alpha matter to remedy the d

101、eficiencies identified.The Supervisory Board was regularly briefed on this matter by the Board of Management and the external lawyers assisting the Board of Management,and additionally obtained advice from the independent lawyers mandated by the Supervisory Board.In the framework of these monitoring

102、 activities,the Committee also discussed the appropriateness and completeness of these measures.With the support of the lawyers mandated by the Board of Management and the lawyers commissioned by the Supervisory Board,the Audit Committee also comprehensively dealt with the question of potential clai

103、ms for damages against employees working for subsidiaries in connection with the Structured Alpha matter,and prepared the discussion of this topic at the plenary meetings of the Supervisory Board.The Audit Committees special working group specifically set up for this purpose also met twice in A _ To

104、 our Investors Annual Report 2023 Allianz Group 7 February and April 2023 before this working group was dissolved by the Supervisory Board in June 2023.In addition,the committee dealt with the proposal to the Annual General Meeting for the appointment of the auditor and,following the Annual General

105、Meeting,the awarding of the audit mandates and determined key audit areas for the financial year 2023.At Group level,the focus was on governance processes in connection with ESG commitments.A review of the design and effectiveness of control functions,which were transferred to Allianz Technology tog

106、ether with a large number of IT services,was established as another key audit area at Group level.Other key audit areas were the review of controls over non-financial reporting and the assessment of the appropriateness of horizontal monitoring by Compliance.The results of the audits of the key audit

107、 areas were subsequently reported by the auditor at individual meetings.The Audit Committee discussed the assessment of the audit risk,the audit strategy,and the audit planning with the auditor.In addition,the Audit Committee held several discussions with the auditor in the absence of the Board of M

108、anagement.Moreover,the Audit Committee conducted an assessment of the quality of the audit and discussed the auditors fees.It also dealt with the awarding of non-audit services to the auditor and approved an updated positive list of pre-approved audit and non-audit services.As before,the Audit Commi

109、ttee obtained a separate report from the PwC auditors in charge of the Asset Management.Furthermore,the Audit Committee was regularly informed by the Board of Management about the status of implementation of the measures taken by the Board of Management in response to the results of a review by BaFi

110、n of the implementation of the insurance supervisory law requirements for IT.In addition,the Audit Committee dealt extensively with the internal control systems,the accounting process and internal controls in the context of financial reporting,the annual review of the Groups system of governance and

111、 the audit plan prepared by Internal Audit for 2024.The committee also received reports on the implementation of the requirements of the German Supply Chain Act and discussed the Board of Managements further planning with regard to the Allianz Customer Model and the Business Master Platform with the

112、 auditor.At all meetings,reports on legal and compliance issues within the Group,operational risks,the work performed by Internal Audit,and data privacy issues were presented and discussed in detail.Furthermore,the head of the actuarial function(Group Actuarial,Planning&Controlling)presented his ann

113、ual report.The Risk Committee held two meetings in 2023,both of which were held in person.At both meetings,the committee discussed the current risk situation of the Allianz Group and Allianz SE with the Board of Management.At the March meeting,the Risk Report and other risk-related statements in the

114、 annual and consolidated financial statements as well as management and Group management reports were reviewed with the auditor and acknowledged with approval.The appropriateness of the early risk detection system at Allianz SE and the Allianz Group and the result of further risk assessments by the

115、auditor were also discussed.A recommendation was provided to the Audit Committee to include the Risk Report,as presented and discussed,in the Annual Report.At both meetings,the Risk Committee extensively dealt with the risk strategy,risk appetite,capital management,the external rating,as well as the

116、 effectiveness of the risk management system for the Allianz Group and Allianz SE.In this context,the committee discussed the current implementation status of enhancements of the risk and control framework.The committee also obtained reports on Allianzs own risk and solvency assessment and changes t

117、o the internal Solvency II model and discussed the reports in detail with the Board of Management and the head of the risk function.Moreover,the Risk Committee again dealt with the war in Ukraine,in particular with regard to possible scenarios for its further development,and its potential impact on

118、the risk situation of Allianz.In addition,the Risk Committee intensively dealt with the impact of rising interest rates and inflation.In this context,discussions with the Board of Management and the head of the risk function focused,in particular,on potential effects on policy-holder termination beh

119、avior,as well as with a view to liquidity risks stress scenarios for the life insurance segment and the asset management segment as well as possible countermeasures.Furthermore,the Risk Committee dealt with the newly developed risk metrics for considering the asset management segment when establishi

120、ng the risk capital requirements and obtained reports on the real estate portfolio,its quality,as well as current risk management measures.In addition,its deliberations focused on the respective implementation status of the transformation program for the Business Master Platform and the measures tak

121、en by the Board of Management in response to the BaFins findings as part of a review of the implementation of the insurance supervisory law requirements for IT.The Technology Committee held two meetings in the financial year 2023,both of which were held as in-person meetings.At these meetings,the co

122、mmittee extensively discussed the Business Master Platform and technological innovations.Detailed discussions were held regarding process mining,data analytics,and artificial intelligence,as well as the operational implications and profit contribution potential of these topics.In this context,the Te

123、chnology Committee also dealt with the strategy for the use of data and artificial intelligence.Lastly,the Technology Committee received a report from the Board of Management on regulatory issues,for instance on the implementation of the Digital Operational Resilience Act(DORA).The Nomination Commit

124、tee held five meetings in the financial year 2023,all of which were held in person.A major focus was on succession planning for the Supervisory Board,in particular with regard to the elections to the Supervisory Board due in the next few years.The Nomination Committee intensively discussed potential

125、 candidates to succeed the members of the Supervisory Board who will be retiring in the coming years.Excellently suited candidates were identified for each retiring member of the Supervisory Board.They have all declared their willingness to stand for election to the Supervisory Board at the Annual G

126、eneral Meetings in 2024,2025,and 2026.In addition,the Nomination Committee,together with the Board of Management and in consultation with BaFin,agreed on specific measures to prepare the candidates at an early stage for the duties of members of the Supervisory Board of Allianz SE.These measures incl

127、ude,for example,preparing candidates in the framework of a mandate or a guest role on the Supervisory Board of a European subsidiary of Allianz SE,or other suitable measures,as well as the early identification of training measures,taking particular account of the fitness requirements communicated by

128、 BaFin.The Nomination Committee also prepared the discussions regarding the composition of the Supervisory Board committees from the 2024 Annual General Meeting onwards.The Sustainability Committee held four meetings in the financial year 2023.One meeting was held as a video conference,while three m

129、eetings were held in person.The committee prepared the assessment of target achievement by the Board of Management regarding the sustainability targets for the financial year 2022 and the definition of sustainability targets for the financial year 2023 by A _ To our Investors Annual Report 2023 Alli

130、anz Group 8 the Personnel Committee and the Supervisory Board.In addition,the committee dealt in detail with sustainability-related reporting(Sustainability Report,Non-Financial Statement and Tax Transparency Report,each for the financial year 2022),including the planned amendments resulting from an

131、 E.U.Directive(Corporate Sustainability Reporting Directive CSRD).At the September meeting,the committee also held discussions with the Board of Management on the Allianz Groups long-term climate targets resulting from the published“Net-zero plan with interim targets for 2030 for key business areas”

132、,and prepared the setting of sustainability targets for 2024 by the Personnel Committee.The committee also focused on the ongoing development of the sustainability strategy,particularly with regard to the general socio-political and business environment,as well as on the application of new artificia

133、l intelligence technologies for data usage in customer products.In view of the particular importance of the latter topic for the Allianz Groups business activities,also with regard to aspects of data ethics,the members of the Technology Committee also participated in the discussion of this topic at

134、the relevant meeting.The Supervisory Board obtained regular and comprehensive information on the work performed by the committees.Overview of members participation in Supervisory Board and committee meetings in the financial year 2023 Individualized publication of members participation in meetings P

135、resence%Plenary sessions of the Supervisory Board Michael Diekmann(Chairman)6/6 100 Gabriele Burkhardt-Berg(Vice Chairwoman)6/6 100 Herbert Hainer(Vice Chairman)6/6 100 Sophie Boissard 6/6 100 Christine Bosse 6/6 100 Rashmy Chatterjee 6/6 100 Dr.Friedrich Eichiner 6/6 100 Jean-Claude Le Goar 6/6 100

136、 Martina Grundler 6/6 100 Frank Kirsch 6/6 100 Jrgen Lawrenz 6/6 100 Primiano Di Paolo 6/6 100 Presence%Standing Committee Michael Diekmann(Chairman)5/5 100 Sophie Boissard 5/5 100 Jean-Claude Le Goar 5/5 100 Herbert Hainer 5/5 100 Jrgen Lawrenz 5/5 100 Personnel Committee Michael Diekmann(Chairman)

137、5/5 100 Gabriele Burkhardt-Berg 5/5 100 Herbert Hainer 5/5 100 Audit Committee Dr.Friedrich Eichiner(Chairman)5/5 100 Sophie Boissard 5/5 100 Michael Diekmann 5/5 100 Jean-Claude Le Goar 5/5 100 Martina Grundler 5/5 100 Risk Committee Michael Diekmann(Chairman)2/2 100 Christine Bosse 2/2 100 Dr.Frie

138、drich Eichiner 2/2 100 Frank Kirsch 2/2 100 Primiano Di Paolo 2/2 100 Technology Committee Rashmy Chatterjee(Chairwoman)2/2 100 Gabriele Burkhardt-Berg 2/2 100 Michael Diekmann 2/2 100 Dr.Friedrich Eichiner 2/2 100 Jrgen Lawrenz 2/2 100 Nomination Committee Michael Diekmann(Chairman)5/5 100 Christin

139、e Bosse 5/5 100 Dr.Friedrich Eichiner 5/5 100 Sustainability Committee Christine Bosse(Chairwoman)4/4 100 Sophie Boissard 3/4 75 Gabriele Burkhardt-Berg 4/4 100 Michael Diekmann 4/4 100 Frank Kirsch 3/4 75 Upon a proposal submitted by the Supervisory Board,the companys Annual General Meeting held on

140、 4 May 2023 appointed PwC as auditor for the annual and consolidated financial statements as well as the review of the half-year Financial Report 2023.PwC audited the financial statements of Allianz SE and the Allianz Group as well as the respective management reports and issued an unqualified audit

141、ors report in each case.The management reports each also contain the Non-Financial Statement.The consolidated financial statements were prepared on the basis of the International Financial Reporting Standards(IFRS)as applicable in the European Union.The annual financial statements of Allianz SE were

142、 prepared in accordance with German law and accounting standards.PwC performed a review of the half-year Financial Report.In addition,PwC was also mandated to perform an audit of the solvency statements according to SolvencyII as of 31 December 2023 for Allianz SE and the Allianz Group.Furthermore,P

143、wC was commissioned to conduct an audit of the contents of the Non-Financial Statement and the Remuneration Report.All Supervisory Board members received the documentation relating to the annual financial statements and the audit reports from PwC in due time.The preliminary financial statements and

144、PwCs preliminary audit results were discussed in the Audit Committee on 21 February 2024,as well as in the Supervisory Boards plenary session on 22 February 2024.The finalized financial statements and PwCs audit reports(dated 26 February 2024)were reviewed by the Audit Committee on 5 March 2024 and

145、discussed in the Supervisory Board plenary session on 6 March 2024.The auditors participated in the discussions and presented the results of their audit.Particular emphasis was placed on the key audit matters described in the auditors report and on the audit procedures performed.No material weakness

146、es in the internal financial reporting control process were discovered.There were no circumstances that might give cause for concern about the auditors independence.In addition,the solvency statements dated 31 December 2023 for both Allianz SE and the Allianz Group,as well as the related reports by

147、PwC,were reviewed by the Audit Committee and the Supervisory Board.A _ To our Investors Annual Report 2023 Allianz Group 9 On the basis of its own reviews of the annual and consolidated financial statements,the management and Group management reports,and the recommendation for the appropriation of e

148、arnings,the Supervisory Board has not raised any objections and agreed with the results of PwCs audit.It approved the annual and consolidated financial statements prepared by the Board of Management.The financial statements have thus been formally adopted.The Supervisory Board agrees with the Board

149、of Managements proposal on the appropriation of earnings.The Supervisory Board would like to express its special thanks to all Allianz Group employees for their great personal commitment over the past financial year.There were no changes in the composition of the Supervisory Board in the financial y

150、ear 2023.With effect from 1 January 2024,Claire-Marie Coste-Lepoutre was appointed as a member of the Board of Management.She succeeds Giulio Terzariol,who resigned from office as of 31 December 2023.Munich,6 March 2024 For the Supervisory Board:Michael Diekmann Chairman A _ To our Investors Annual

151、Report 2023 Allianz Group 10 Chairman Member of various Supervisory Boards Membership in other statutory supervisory boards and SE administrative boards in Germany Vice Chairwoman Chairwoman of the Group Works Council of Allianz SE Membership in other statutory supervisory boards and SE administrati

152、ve boards in Germany Vice Chairman Member of various Supervisory Boards Membership in other statutory supervisory boards and SE administrative boards in Germany Chairwoman of the Board of Management of Clariane SE Membership in other statutory supervisory boards and SE administrative boards in Germa

153、ny Membership in comparable1 supervisory bodies Member of various Supervisory Boards Membership in comparable1 supervisory bodies Chief Executive Officer ISTARI Global Ltd.Membership in comparable1 supervisory bodies Member of various Supervisory Boards Membership in other statutory supervisory boar

154、ds and SE administrative boards in Germany Employee of Allianz LA.R.D.S.A.Membership in comparable1 supervisory bodies Membership in Group bodies National Representative Insurances,ver.di Berlin Membership in other statutory supervisory boards and SE administrative boards in Germany Employee of Alli

155、anz Beratungs-und Vertriebs-AG Employee of Allianz Technology SE Membership in other statutory supervisory boards and SE administrative boards in Germany Membership in Group bodies Employee of Allianz Technology S.p.A.MANDATES OF THE MEMBERS OF THE SUPERVISORY BOARD 1_Generally,we regard memberships

156、 in other supervisory bodies as comparable if the company is listed on a stock exchange or has more than 500 employees.A _ To our Investors Annual Report 2023 Allianz Group 11 Chairman of the Board of Management Membership in comparable1 supervisory bodies Insurance Western&Southern Europe,Allianz D

157、irect,Allianz Partners Membership in comparable1 supervisory bodies Membership in Group bodies Finance,Risk Actuarial,Legal,Compliance Operations,IT and Organization Membership in other statutory supervisory boards and SE administrative boards in Germany Membership in Group bodies Membership in comp

158、arable1 supervisory bodies Membership in Group bodies Insurance German Speaking Countries,Central Europe,Global P&C Membership in other statutory supervisory boards and SE administrative boards in Germany Membership in Group bodies Membership in comparable1 supervisory bodies Membership in Group bod

159、ies Finance,Risk Actuarial,Legal,Compliance Investment Management Membership in other statutory supervisory boards and SE administrative boards in Germany Membership in Group bodies Global Insurance Lines,Reinsurance,Anglo Markets,Iberia,Latin America,Africa Membership in other statutory supervisory

160、 boards and SE administrative boards in Germany Membership in Group bodies Membership in comparable1 supervisory bodies Membership in Group bodies Asia Pacific,Mergers&Acquisitions,People and Culture Membership in comparable1 supervisory bodies Membership in Group bodies Asset Management,US Life Ins

161、urance Membership in other statutory supervisory boards and SE administrative boards in Germany Membership in Group bodies Membership in comparable1 supervisory bodies Membership in Group bodies MANDATES OF THE MEMBERS OF THE BOARD OF MANAGEMENT 1_Generally,we regard memberships in other supervisory

162、 bodies as comparable if the company is listed on a stock exchange or has more than 500 employees.Annual Report 2023 Allianz Group 12 CORPORATE GOVERNANCE B B _ Corporate Governance 13 Annual Report 2023 Allianz Group The Corporate Governance Statements according to 289f and 315d of the German Comme

163、rcial Code(“Handelsgesetzbuch HGB”)form part of the Management Report and the Group Management Report,respectively.According to 317(2)sentence 6 HGB,the audit of the disclosures is limited to whether the relevant disclosures have been made.Corporate Constitution of the European Company(SE)As a Europ

164、ean company,Allianz SE is subject to special European SE regulations and the German SE Implementation Act(“SE-Ausfhrungsgesetz SEAG”)and the German Act on the Involvement of Employees in a European Company(“SE-Beteiligungsgesetz SEBG”),in addition to German Stock Corporation Law.Notwithstanding,key

165、features of a German stock corporation in particular the two-tier board system(Board of Management and Supervisory Board)and the principle of equal employee representation on the Supervisory Board have been maintained by Allianz SE.The Corporate Constitution of Allianz SE is laid down in its Statute

166、s.The current version of the Statutes is available on the Allianz company website.Regulatory requirements The regulatory requirements for corporate governance(System of Governance)applicable for insurance companies,insurance groups,and financial conglomerates apply.In particular,they include the est

167、ablishment and further design of significant control functions(independent risk control function,actuarial function,compliance function,and internal audit)as well as general principles for an effective and proper business organization.These regulatory requirements are applicable throughout the Group

168、 in accordance with the principle of proportionality.The implementation of the regulatory requirements is supported by written guidelines issued by the Board of Management of Allianz SE.Furthermore,Solvency II requires the publication of qualitative and quantitative information,including a solvency

169、statement.Details on the implementation of the regulatory requirements for corporate governance by Allianz SE and by the Allianz Group can be found in the Solvency and Financial Condition Report of Allianz SE and of the Allianz Group,which are published on the Allianz company website.Declaration of

170、Conformity with the German Corporate Governance Code Good corporate governance is essential for sustainable business performance.The Board of Management and the Supervisory Board of Allianz SE therefore attach great importance to complying with the recommendations of the German Corporate Governance

171、Code(hereinafter“Code”),as amended from time to time.There are no statutory provisions on the basis of which recommendations of the Code are not applicable to Allianz SE.On 14 December 2023,the Board of Management and the Supervisory Board issued the following Declaration of Conformity of Allianz SE

172、 with the Code:Declaration of Conformity in accordance with 161 of the German Stock Corporation Act Declaration of Conformity with the recommendations of the German Corporate Governance Code Commission by the Board of Management and the Supervisory Board of Allianz SE in accordance with 161 of the G

173、erman Stock Corporation Act Since issuing the last Declaration of Conformity on 15 December 2022,Allianz SE has complied with all recommendations of the German Corporate Governance Code Commission in the version of 28 April 2022,and will comply with the recommendations in the future.Munich,14 Decemb

174、er 2023 Allianz SE On behalf of the Board of Management:Signed Oliver Bte Signed Giulio Terzariol On behalf of the Supervisory Board:Signed Michael Diekmann In addition,Allianz SE follows all suggestions of the Code in its version of 28 April 2022.The Declaration of Conformity and further informatio

175、n on corporate governance at Allianz is available on the Allianz company website.Board of Management The Board of Management is responsible for setting business objectives and the strategic direction,for coordinating and supervising the operating entities,and for implementing and overseeing an appro

176、priate and effective control and risk management system.The Board of Management also prepares the annual financial statements of Allianz SE,the consolidated financial statements of the Allianz Group,the respective solvency statements,and the interim reports.The Board of Management of Allianz SE curr

177、ently has nine members.As a general rule,its members may not be older than 62.Further information on the members of the Board of Management can be found in Mandates of the Members of the Board of Management.The composition is also available on the Allianz company website,which also provides the CVs

178、of the members of the Board of Management.The members of the Board of Management are jointly responsible for the management of the company and compliance with legal requirements.Notwithstanding this overall responsibility,the individual members independently head the departments assigned to them.The

179、y consult with the Chairperson of the Board of Management on important issues.The Chairperson of the Board of Management is also responsible for coordinating the departments.CORPORATE GOVERNANCE STATEMENT B _ Corporate Governance 14 Annual Report 2023 Allianz Group Divisional responsibilities for bu

180、siness segments and/or functional responsibilities are assigned to the individual departments.The latter include,inter alia,Finance,Risk Management and Controlling Functions,Investments,Operations and IT,Human Resources,Legal,Compliance,Internal Audit,and Mergers&Acquisitions.Business division respo

181、nsibilities focus on geographical regions or global lines.Rules of procedure specify the inner organization of the Board of Management as well as the departmental responsibilities.The meetings of the Board of Management are convened and chaired by the Chairperson.In addition,any member of the Board

182、may request a meeting,stating the proposed subject of discussion.As a rule,a meeting of the Board of Management was held every two weeks in the financial year 2023.The Board of Management has a quorum if all members of the Board of Management have been invited to a meeting and at least half its memb

183、ers including the Chairperson or a member of the Board of Management appointed by him attend the meeting.Unless otherwise stipulated by law,the full Board of Management takes decisions with a simple majority of participating members.In the event of a tie,the Chairperson of the Board of Management ha

184、s the deciding vote.The Chairperson can also veto decisions,but he cannot enforce a decision against the majority vote of the Board of Management.The Board of Management has formed committees from among its members.The task of these committees is to coordinate and decide on matters of the Board of M

185、anagement referred to them,to prepare decisions for the Board of Management reserved to it,and to submit proposals for resolutions.The committees advise the full Board of Management.The responsibilities and composition of the committees are defined in the respective rules of procedure.In the financi

186、al year 2023,the following Board of Management committees were in place:Board committees Board committees Responsibilities Group Finance and Risk Committee Giulio Terzariol(Chairman),Dr.Klaus-Peter Rhler,Dr.Gnther Thallinger,Christopher Townsend,Dr.Andreas Wimmer.Preparing the capital and liquidity

187、planning for the Group and Allianz SE;implementing and overseeing the principles of group-wide capital and liquidity management;defining risk standards and preparing the risk strategy;approving key financial transactions and pension-related transactions;preparing guidelines for derivatives,Group fin

188、ancing and internal Group capital management as well as establishing and overseeing a group-wide risk management and risk monitoring system.Group IT Committee Dr.Barbara Karuth-Zelle(Chairwoman),Sirma Boshnakova,Dr.Klaus-Peter Rhler,Giulio Terzariol,Dr.Gnther Thallinger,Christopher Townsend.Developi

189、ng and proposing a group-wide IT strategy,monitoring its implementation,and approving local and group-wide IT investments as well as reviewing and overseeing individual IT projects.Group Mergers and Acquisitions Committee Renate Wagner(Chairwoman),Oliver Bte,Giulio Terzariol,Dr.Andreas Wimmer.Managi

190、ng and overseeing Group M&A transactions,including approval of individual transactions within certain thresholds.As of 31 December 2023 In addition to Board of Management committees,there are also Group committees.They,too,are responsible for coordinating and deciding on matters of the Board of Mana

191、gement referred to them,for preparing decisions for the Board of Management of Allianz SE,reserved to it,and submitting proposals for resolutions.They are also responsible for ensuring a smooth flow of information within the Group.In the financial year 2023,the following Group committees were in pla

192、ce:Group committees Group committees Responsibilities Group Compensation Committee Board members of Allianz SE and executives below Allianz SE Board level.Designing,monitoring,and improving group-wide compensation systems in line with regulatory requirements and submitting an annual report on the mo

193、nitoring results,along with proposals for improvement.Group Investment Committee Board members of Allianz SE and Allianz Group executives.Specifying the strategic asset allocation for the Group to enable consistent implementation by the operating entities,particularly in relation to alternative asse

194、ts;monitoring performance across all asset classes,and ensuring consistent organization of the Investment Management function and Investment Governance across the Group.Defining requirements for sustainable investments and providing guidance on the implementation of sustainability aspects in proprie

195、tary investments.As of 31 December 2023 B _ Corporate Governance 15 Annual Report 2023 Allianz Group The Supervisory Board has adopted the following diversity concept for the Board of Management of Allianz SE:For the composition of the Management Board,the Supervisory Board aims for an adequate“Dive

196、rsity of Minds”.This comprises broad diversity with regard to gender,internationality,and educational as well as professional background.The Supervisory Board assesses the achievement of such target,inter alia,on the basis of the following specific indicators:adequate proportion of women on the Mana

197、gement Board;adequate share of members with an international background(e.g.,based on origin or extensive professional experience abroad),ideally with connection to the regions in which the Allianz Group is operating;adequate diversity with regard to educational and professional background,taking in

198、to account the limitations for the Supervisory Board by regulatory requirements(fitness).This diversity concept is implemented via the appointment procedure for members of the Board of Management by the Supervisory Board.For the purpose of long-term succession planning,a list of candidates is prepar

199、ed and updated on an ongoing basis by the Chairperson of the Board of Management in consultation with the Chairperson of the Supervisory Board.It is ensured that lists of successors will comprise appropriate percentages of candidates with international experience.This is especially taken into accoun

200、t by the Personnel Committee in succession planning.The list of candidates includes internal and external candidates generally meeting the requirements for a mandate in the Board of Management.In the event of a vacancy on the Board of Management,the Personnel Committee,after a thorough examination,r

201、ecommends a suitable candidate to the Supervisory Board plenary session.It also reports on the selection process and,if necessary,alternative candidates.Prior to an appointment to the Board of Management,all members of the Supervisory Board are given the opportunity to meet the candidate in person.C

202、urrently,the Board of Management of Allianz SE comprises four female members,accounting for 44.4%.Four members of the Board of Management have international backgrounds based on their origin.There is an adequate degree of diversity with regard to educational and professional backgrounds.The Board of

203、 Management of Allianz SE is thus composed in accordance with the diversity concept.The Supervisory Board of Allianz SE has adopted a clear and comprehensible system for the remuneration of the members of the Board of Management.The Board of Management remuneration system must be submitted to the Ge

204、neral Meeting for approval whenever a material amendment is planned to be effected,but at least every four years.The most recent submission of the remuneration system for the Board of Management of Allianz SE to the General Meeting for approval was on 5 May 2021.In addition,the Board of Management a

205、nd Supervisory Board must prepare a clear and comprehensible annual report on the remuneration of current and former Board members,which must be submitted to the General Meeting for approval each year.The current remuneration system for the Board of Management and the Remuneration Report,including t

206、he auditors report,are available on the Allianz company website.The Board of Management reports regularly and comprehensively to the Supervisory Board on business development,the companys net assets,financial position and earnings,planning and achievement of objectives,business strategy,and risk exp

207、osure.Details on the Board of Managements reporting to the Supervisory Board are laid down in the information rules issued by the Supervisory Board.Important decisions of the Board of Management require approval by the Supervisory Board.Approval requirements are stipulated by law,by the Statutes,or

208、in individual cases by decisions of the General Meeting.Supervisory Board approval is required,for example,for certain capital measures,intercompany agreements,and the launch of new business segments or the closure of existing ones.Approval is also required for acquisitions of companies and holdings

209、 in companies as well as for divestments of Group companies that exceed certain thresholds.Moreover,the Agreement concerning the Participation of Employees in Allianz SE in the version dated June 2021(hereinafter“SE Agreement”)requires the approval of the Supervisory Board for the appointment of the

210、 member of the Board of Management responsible for labor and social affairs.Supervisory Board The Supervisory Board oversees and advises the Board of Management on managing the business.It is also responsible for appointing the members of the Board of Management,determining their overall remuneratio

211、n,succession planning for the Board of Management,and reviewing Allianz SEs and the Allianz Groups annual financial statements.The Supervisory Boards activities in the financial year 2023,including an individualized disclosure of the meeting participation,are described in the Supervisory Board Repor

212、t.The German Co-Determination Act(“Mitbestimmungsgesetz”)does not apply to Allianz SE because it has the legal form of a European Company(SE).Instead,the size and composition of the Supervisory Board is determined by general European SE regulations.These regulations are implemented in the Statutes a

213、nd via the SE Agreement.The Supervisory Board comprises twelve members,including six shareholder representatives appointed by the General Meeting.The six employee representatives are appointed by the SE Works Council.The specific procedure for their appointment is laid down in the SE Agreement,which

214、 stipulates that the six employee representatives must be allocated in proportion to the number of Allianz employees in the different countries.The Supervisory Board currently in office includes four employee representatives from Germany including one trade union representative and one each from Fra

215、nce and Italy.According to 17(2)SEAG,the Supervisory Board of Allianz SE shall comprise at least 30%women and at least 30%men.The regular term of appointment for the members of the Supervisory Board of Allianz SE is four years.Moreover,a staggered board with different appointment periods was introdu

216、ced with the elections to the Supervisory Board on 4 May 2022.The composition of the Supervisory Board is presented in the Supervisory Board Report.Further information on the Supervisory Board members is presented in Mandates of the Members of the Board of Management.Furthermore,the composition and

217、a general description of the operations of the Supervisory Board are available on the Allianz company website,which also provides the CVs of the Supervisory Board members.B _ Corporate Governance 16 Annual Report 2023 Allianz Group The Supervisory Board takes all decisions with a simple majority.The

218、 special requirements for appointing members to the Board of Management,as stipulated in the German Co-Determination Act,and the requirement to have a Conciliation Committee,do not apply to an SE.In the event of a tie,the casting vote lies with the Chairperson of the Supervisory Board,who at Allianz

219、 SE must be a shareholder representative.If there is a tie and the Chairperson is not present,the casting vote lies with the vice chairperson elected at the shareholder representatives proposal.A second vice chairperson is elected at the employee representatives proposal.The Supervisory Board regula

220、rly reviews the efficiency of its activities and the activities of its committees in the framework of a so-called self-assessment.The self-assessment is carried out either by means of an internal questionnaire or by consulting an external consultant.In 2023,the self-assessment was carried out using

221、an internal questionnaire.The Supervisory Board plenary session discusses recommendations for improvements and adopts appropriate measures on the basis of recommendations from the Standing Committee.In addition,the fitness and propriety of the individual members of the Supervisory Board are reviewed

222、 as part of an annual self-evaluation required by supervisory law,and a development plan for the Supervisory Board is drawn up on this basis.The Supervisory Board and the Audit Committee also hold regular sessions that are not attended by any of the members of the Board of Management.Part of the Sup

223、ervisory Boards work is carried out by its committees.The Supervisory Board receives regular reports on the activities of its committees.The composition of committees and the tasks assigned to them are governed by the Supervisory Boards Rules of Procedure,which can be found on the Allianz company we

224、bsite.Supervisory Board committees Supervisory Board committees Responsibilities Standing Committee 5 members Chairperson:Chairperson of the Supervisory Board(Michael Diekmann)Two further shareholder representatives(Herbert Hainer,Sophie Boissard)Two employee representatives(Jrgen Lawrenz,Jean-Claud

225、e Le Goar)Approval of certain transactions which require the approval of the Supervisory Board,e.g.,capital measures,acquisitions,and disposals of participations.Preparation of the Declaration of Conformity pursuant to 161 of the German Stock Corporation Act and review of corporate governance.Prepar

226、ation of the self-assessment of the Supervisory Board.Audit Committee 5 members Chairperson:appointed by the Supervisory Board (Dr.Friedrich Eichiner)Three shareholder representatives(in addition to Dr.Friedrich Eichiner:Sophie Boissard,Michael Diekmann)Two employee representatives (Jean-Claude Le G

227、oar,Martina Grundler)Initial review of the annual financial statements of Allianz SE and the Allianz Group,the Management Reports(including Non-financial Statement and Risk Report)and the proposal for the appropriation of net earnings,review of half-yearly reports and,where applicable,quarterly fina

228、ncial reports or statements.Monitoring of the financial reporting process,the effectiveness of the internal control and risk management system,internal audit system,and legal and compliance issues.Monitoring of the audit procedures,including the selection and independence of the auditor,the quality

229、of the audit procedures and the services additionally rendered by the auditor,awarding of the audit contract,and determining the audit areas of focus.Discussion to evaluate the audit risk,audit strategy,and audit planning.Risk Committee 5 members Chairperson:appointed by the Supervisory Board (Micha

230、el Diekmann)Three shareholder representatives(in addition to Michael Diekmann:Christine Bosse,Dr.Friedrich Eichiner)Two employee representatives(Primiano Di Paolo,Frank Kirsch)Monitoring of the general risk situation and special risk developments in the Allianz Group.Monitoring of the effectiveness

231、of the risk management system.Initial review of the Risk Report and other risk-related statements in the annual financial statements and consolidated financial statements as well as management reports,informing the Audit Committee of the results of such reviews.Supervisory Board committees Responsib

232、ilities Personnel Committee 3 members Chairperson:Chairperson of the Supervisory Board(Michael Diekmann)One further shareholder representative (Herbert Hainer)One employee representative (Gabriele Burkhardt-Berg)Preparation of the appointment of Board of Management members.Preparation of plenary ses

233、sion resolutions on the compensation system and resolutions on setting of the total compensation of Board of Management members.Preparation of the Remuneration Report.Conclusion,amendment,and termination of contracts with Board of Management members unless reserved for the plenary session.Long-term

234、succession planning for the Board of Management.Approval of the assumption of other mandates by Board of Management members.Nomination Committee 3 members Chairperson:Chairperson of the Supervisory Board (Michael Diekmann)Two further shareholder representatives(Christine Bosse,Dr.Friedrich Eichiner)

235、Setting of concrete objectives for the composition of the Supervisory Board.Establishment of selection criteria for shareholder representatives on the Supervisory Board in compliance with the Codes recommendations on the composition of the Supervisory Board.Selection of suitable candidates for elect

236、ion to the Supervisory Board as shareholder representatives.Technology Committee 5 members Chairperson:appointed by the Supervisory Board(Rashmy Chatterjee)Three shareholder representatives(in addition to Rashmy Chatterjee:Michael Diekmann,Dr.Friedrich Eichiner)Two employee representatives(Gabriele

237、Burkhardt-Berg,Jrgen Lawrenz)Regular exchange regarding technological developments.In-depth monitoring of the Board of Managements technology and innovation strategy.Support of the Supervisory Board in the oversight of the implementation of the Board of Managements technology and innovation strategy

238、.Sustainability Committee 5 members Chairperson:appointed by the Supervisory Board (Christine Bosse)Three shareholder representatives(in addition to Christine Bosse:Sophie Boissard,Michael Diekmann)Two employee representatives(Gabriele Burkhardt-Berg,Frank Kirsch)Regular exchange regarding sustainab

239、ility-related issues(Environment,Social,Governance ESG).Close monitoring of the Board of Managements sustainability strategy.Support of the Supervisory Board in the oversight of the execution of the Board of Managements sustainability strategy.Support of the Personnel Committee of the Supervisory Bo

240、ard in the preparation of the ESG-related target setting as well as the assessment of the fulfillment of the set targets for the Board of Managements remuneration.As of 31 December 2023 B _ Corporate Governance 17 Annual Report 2023 Allianz Group The objectives for the composition of the Supervisory

241、 Board(in the version of September 2022),as specified to implement legal requirements and the recommendation of the Code,are set out below.In addition to the skills profile for the overall Supervisory Board to be drawn up under the Code,the diversity concept is also included.The objectives for the c

242、omposition of the Supervisory Board can be found on the Allianz company website.B _ Corporate Governance 18 Annual Report 2023 Allianz Group Objectives for the composition of Allianz SEs Supervisory Board “The aim of Allianz SEs Supervisory Board is to have members who are equipped with the necessar

243、y skills and competence to properly supervise and advise Allianz SEs management.Supervisory Board candidates should possess the professional expertise and experience,integrity,motivation and commitment,independence,and personality required to successfully carry out the responsibilities of a Supervis

244、ory Board member in a financial services institution with international operations.These objectives take into account the regulatory requirements for the composition of the Supervisory Board as well as the relevant recommendations of the German Corporate Governance Code(“GCGC”).In addition to the re

245、quirements for each individual member,a profile of skills and expertise(“Kompetenzprofil”)as well as a diversity concept are provided for the entire Supervisory Board.Employee representation within Allianz SE,according to the Agreement concerning the Participation of Employees in Allianz SE,contribu

246、tes to the diversity of work experience and cultural background.Pursuant to the provisions of the German SE Participation Act(SEBG),the number of women and men appointed as German employee representatives should be proportional to the number of women and men working in the German companies.However,t

247、he Supervisory Board does not have the right to select the employee representatives.The following requirements and objectives apply to the composition of Allianz SEs Supervisory Board:I.I.Requirements relating to the individual members of the Supervisory BoardRequirements relating to the individual

248、members of the Supervisory Board 1.Propriety1.Propriety The members of the Supervisory Board must be proper as defined by the regulatory provisions.A person is assumed to be proper as long as no facts are to be known which may cause impropriety.Therefore,no personal circumstances shall exist which a

249、ccording to general experience lead to the assumption that the diligent and orderly exercise of the mandate may be affected(in particular,administrative offenses or violation of criminal law,especially in connection with commercial activity).2.Fitness2.Fitness The members of the Supervisory Board mu

250、st have the expertise and experience necessary for a diligent and autonomous exercise of the Allianz SE Supervisory Board mandate,in particular for exercising control of and giving advice to the Management Board as well as for the active support of the development of the company.This comprises in pa

251、rticular:adequate expertise in all business areas,adequate expertise in the insurance and finance sector or comparable relevant experience and expertise in other sectors,adequate expertise in the regulatory provisions material for Allianz SE(supervisory law,including Solvency II regulation,corporate

252、 and capital markets law,corporate governance),ability to assess the business risks,knowledge of accounting basics and insurance specific risk management basics.3.3.IndependenceIndependence The GCGC defines a person as independent who,in particular,does not have any business or personal relations wi

253、th Allianz SE or its executive bodies,a controlling shareholder,or an enterprise associated with the latter,which may cause a substantial and not merely temporary conflict of interest.The Supervisory Board of Allianz SE states the following with regard to the further specification of independence:Fo

254、rmer members of the Allianz SE Management Board shall not be deemed independent during the mandatory corporate law cooling-off period.Members of the Supervisory Board of Allianz SE in office for more than 12 years shall not be deemed independent.Regarding employee representatives,the mere fact of em

255、ployee representation and the existence of a working relationship with the company shall not itself affect the independence of the employee representatives.Applying such definition,at least eight members of the Supervisory Board shall be independent.In case shareholder representatives and employee r

256、epresentatives are viewed separately,at least four of each should be independent.It has to be considered that the possible emergence of conflicts of interests in individual cases cannot generally be excluded.Potential conflicts of interest must be disclosed to the Chairperson of the Supervisory Boar

257、d and will be resolved by appropriate measures.4.Time of availability4.Time of availability Each member of the Supervisory Board must ensure that he/she has sufficient time to dedicate to the proper fulfillment of the mandate of this Supervisory Board position.In addition to the mandatory mandate li

258、mitations and the GCGC recommendation for active Management Board members of listed companies(max.two mandates),the common capital markets requirements shall be considered.With regard to the Allianz SE mandate,the members shall take into account that:at least four,but as a rule six,ordinary Supervis

259、ory Board meetings are held each year,each of which requires adequate preparation,sufficient time must be set aside for the audit of the annual and consolidated financial statements,participation in the General Meeting is required,depending on possible membership in one or more of the Supervisory Bo

260、ard Committees,extra time planning is required for participation in these Committee meetings and to do the necessary preparation for these meetings;this applies in particular for the Audit and Risk Committee,attendance of extraordinary meetings of the Supervisory Board or of a Committee might be req

261、uired to deal with special matters.5.Retirement age5.Retirement age The members of the Supervisory Board shall,as a rule,not be older than 70 years of age.6.6.Term of membershipTerm of membership The continuous period of membership for any member of the Supervisory Board should,as a rule,not exceed

262、12 years.7.7.Former Former AllianzAllianz SESE Management Board membersManagement Board members Former Allianz SE Management Board members are subject to the mandatory corporate law cooling-off period of two years.According to regulatory provisions,no more than two former Allianz SE Management Board

263、 members shall be members of the Supervisory Board.II.Requirements for the entire Supervisory BoardII.Requirements for the entire Supervisory Board 1.Profile1.Profile of skills and expertise for the entire Supervisory Boardof skills and expertise for the entire Supervisory Board In addition to the e

264、xpertise-related requirements for the individual members,the following shall apply with respect to the expertise and experience of the entire Supervisory Board:familiarity of members in their entirety with the insurance and financial services sector,adequate expertise of the entire Board with respec

265、t to regulatorily required areas of investment management,insurance actuarial practice,accounting,adequate expertise of the entire Board with respect to technology,including cybersecurity,employee engagement and sustainability(especially Environment,Social responsibility and Governance as well as da

266、ta privacy),at least one member with considerable experience in the insurance and financial services fields,at least one member with comprehensive expertise in the field of accounting and at least one other member with comprehensive expertise in the field of auditing.The expertise in the field of ac

267、counting shall consist of special knowledge and experience in the application of accounting principles and internal control and risk management systems,and the expertise in the field of auditing shall consist of special knowledge and experience in the auditing of financial statements.Accounting and

268、auditing also include sustainability reporting and its audit and assurance,at least one member with comprehensive expertise in the field of digital transformation,specialist expertise or experience in other economic sectors,managerial or operational experience.2.2.Diversity conceptDiversity concept

269、To promote an integrative cooperation among the Supervisory Board members,the Supervisory Board strives for an adequate diversity with respect to gender,internationality,different occupational backgrounds,professional expertise,and experience:The Supervisory Board shall be composed of at least 30%wo

270、men and at least 30%men.The representation of women is generally considered to be the joint responsibility of the shareholder and employee representatives.At least four of the members must,on the basis of their origin or function,represent regions or cultural areas in which Allianz SE conducts signi

271、ficant business.For Allianz SE as a Societas Europaea,the agreement concerning the Participation of Employees in Allianz SE provides that Allianz employees from different E.U.member states are considered in the allocation of employee representatives Supervisory Board seats.In order to provide the Bo

272、ard with the most diverse sources of experience and specialist knowledge possible,the members of the Supervisory Board shall complement each other with respect to their background,professional experience,and specialist knowledge.”B _ Corporate Governance 19 Annual Report 2023 Allianz Group The Super

273、visory Board pursues these objectives,and thus also the diversity concept,when nominating candidates for shareholder representatives.As employee representatives are appointed according to different national provisions,the potential to influence the selection of employee representatives is limited.Th

274、e Supervisory Board of Allianz SE is composed in accordance with these objectives,including the diversity concept:According to the assessment of the Supervisory Board,all shareholder representatives i.e.,Ms.Boissard,Ms.Bosse,Ms.Chatterjee as well as Mr.Diekmann,Dr.Eichiner and Mr.Hainer are independ

275、ent within the meaning of the objectives(see No.I.3).The members of the Audit Committee as a whole are familiar with the sector in which the company operates.All shareholder representatives on the Audit Committee,including the Chairperson of the Committee,have comprehensive expertise in the fields o

276、f accounting and auditing.The expertise in the field of accounting consists of special knowledge and experience in the application of accounting principles and internal control and risk management systems,and the expertise in the field of auditing consists of special knowledge and experience in the

277、auditing of financial statements.Accounting and auditing also include sustainability reporting and its audit.The Chairperson of the Audit Committee,Dr.Eichiner,is a business administration graduate.He gained extensive knowledge and experience in both accounting and auditing during his many years as

278、Chief Financial Officer of a DAX-listed company.Ms.Boissard also acquired extensive knowledge and experience in both of these areas during her many years as a member of the Audit Committee and as part of her role as CEO of Korian S.A.Finally,Mr.Diekmann also has in-depth knowledge and experience in

279、both areas due to his many years of service first as CEO and later as Chairperson of the Supervisory Board and long-standing member of the Audit Committee of the Supervisory Board of Allianz SE.The employee representatives on the Audit Committee,Ms.Grundler and Mr.Le Goar,also have expertise in the

280、fields of accounting and auditing due to their long-standing membership of the Audit Committee of the Supervisory Board of Allianz SE.With five female and seven male Supervisory Board members,the gender ratio of 30%required under the German Act on the Equal Participation of Women and Men in Executiv

281、e Positions is met.In addition,the Supervisory Board has five members with international backgrounds.The skills profile is also met by the Supervisory Board as a whole.Based on the objectives for its composition,the Supervisory Board of Allianz SE has developed the following qualification matrix.Sup

282、ervisory Board of Allianz SE:Qualification matrix Diekmann Hainer Boissard Bosse Chatterjee Eichiner Burkhardt-Berg Le Goar Grundler Kirsch Lawrenz Di Paolo Tenure Joined Board in 2017 2017 2017 2012 2022 2016 2012 2018 2016 2018 2015 2022 Personal Appropriateness Regulatory Requirement (Fit&Proper)

283、Independence1 No Overboarding1 Diversity Gender male male female female female male female male female male male male Nationality German German French Danish Singaporean German German French German German German Italian Expertise Accounting Insurance Actuarial Practice Investment Management Technolo

284、gy Digital Transformation Employee Engagement Sustainability Regional Expertise North America -Growth Markets -Europe(E.U.)Criteria met.Expertise criteria based on annual self-evaluation by the Supervisory Board.Tick means at least“Good knowledge”and implies the capacity to understand the relevant m

285、atters well,and to take educated decisions.Good knowledge may result from existing qualifications and from the training regularly attended by all members of the Supervisory Board.On a scale from A-E this requires at least grade B.1_According to the German Corporate Governance Code.B _ Corporate Gove

286、rnance 20 Annual Report 2023 Allianz Group The remuneration of the Supervisory Board is laid down in the Statutes of Allianz SE.The most recent resolution on Supervisory Board remuneration was passed at the Annual General Meeting on 4 May 2023.The corresponding resolution of the Annual General Meeti

287、ng and the Remuneration Report,including the auditors report,are available at the Allianz company website.General Meeting Shareholders exercise their rights at the General Meeting.The General Meeting elects the shareholder representatives of the Supervisory Board and decides on the approval of the a

288、ctions taken by the Board of Management and the Supervisory Board.It decides,in particular,on the appropriation of net earnings,capital measures,the election of the auditor,and approval of intercompany agreements.It also decides on the approval of the remuneration system for the members of the Board

289、 of Management presented by the Supervisory Board,the remuneration of the Supervisory Board,the approval of the Remuneration Report prepared by the Board of Management and the Supervisory Board,as well as changes to the Companys Statutes.Resolutions of the General Meeting shall be passed,unless mand

290、atory legal provisions require otherwise,by a simple majority of the votes cast.In accordance with European regulations and the Statutes,amendments to the Statutes require at least a two-thirds majority of the votes cast if less than half of the share capital is represented at the General Meeting.In

291、 addition,such resolutions require the simple majority of the capital stock represented at the time of the resolution,unless higher thresholds are stipulated by law.When adopting resolutions,each share confers one vote.Each year,an Annual General Meeting is held,at which the Board of Management and

292、Supervisory Board give an account of the preceding financial year.For special circumstances,the German Stock Corporation Act provides for the convening of an Extraordinary General Meeting.If authorized by the Statutes,general meetings can also be held in virtual format.Corporate governance practices

293、 The Allianz Group has an appropriate and effective internal control system for reviewing and monitoring its operating activities and business processes,in particular financial reporting,as well as compliance with regulatory requirements.The requirements placed on the internal control system are ess

294、ential,not only for the resilience and value of the company,but also to retain the confidence of the capital market,our customers,and the public.An assessment of the appropriateness and effectiveness of the internal control system as part of the System of Governance is conducted regularly in the cou

295、rse of the review of the business organization.In addition,the Allianz Group has implemented an appropriate and effective framework and measures to identify,assess,manage,and communicate risks.For further information on the internal control system and risk management system of Allianz,please refer t

296、o the Risk and Opportunity Report.Integrity is at the core of our compliance programs and underpins the trust of our customers,shareholders,business partners,and employees.The Compliance function fosters a corporate culture of individual and collective responsibility for ethical conduct and adherenc

297、e to the rules.For further information on the compliance management system of Allianz,please refer to the Non-Financial Statement.Code of Conduct Our Code of Conduct and the internal compliance policies and guidelines derived from it provide all employees,managers,and executive board members with cl

298、ear and practical guidance,enabling them to act in line with the values of the Allianz Group.The rules of conduct established by the Code of Conduct are binding for all employees worldwide and form the basis for our compliance programs.The Code of Conduct is available on the Allianz company website.

299、Directors Dealings Members of the Board of Management and the Supervisory Board,as well as persons closely associated with them,are obliged by the E.U.Market Abuse Regulation to notify both Allianz SE and the German Federal Financial Supervisory Authority of any transactions carried out by them invo

300、lving shares or debt securities of Allianz SE or related financial derivatives or other related financial instruments as soon as the value of the acquisition or disposal transactions by the member reaches or exceeds 20 thou in total within a calendar year.These disclosures are published on the Allia

301、nz company website.Accounting and auditing The Allianz Group prepares its accounts according to 315e HGB on the basis of the International Financial Reporting Standards(IFRS)as applicable in the European Union.The annual financial statements of Allianz SE are prepared in accordance with German law a

302、nd accounting standards.The auditor of the annual financial statements and the auditor in charge of the review of the half-yearly financial report were elected by the Annual General Meeting on 4 May 2023.The audit of the financial statements covers the individual financial statements of Allianz SE a

303、nd the consolidated financial statements of the Allianz Group.In addition,the auditor audits the(Group)Management Report,including the Non-Financial Statement.In accordance with regulatory requirements,the solvency statements are also audited by the auditor,who also has to audit the Remuneration Rep

304、ort.The Non-Financial Statement and the Remuneration Report for the financial year 2023 were also subjected to a substantive audit by the auditor,in addition to the statutory audit scope.B _ Corporate Governance 21 Annual Report 2023 Allianz Group We inform our shareholders,financial analysts,the me

305、dia,and the general public about the Companys situation on a regular basis and in a timely manner.The annual financial statements of Allianz SE,the consolidated financial statements of the Allianz Group,and the respective Management Reports are made publicly available within 90 days of the end of ea

306、ch financial year.Additional information is provided in the Allianz Groups half-yearly financial reports and quarterly statements.Information is also made available at the Annual General Meeting,at conference calls for analysts and journalists,and on the corporate website.The Allianz company website

307、 also provides a financial calendar listing the dates of major publications and events,such as annual reports,half-yearly financial reports,quarterly statements,Annual General Meetings,and analyst conference calls as well as financial press conferences.Information in accordance with the German Act o

308、n the Equal Participation of Women and Men in Executive Positions in the Private and the Public Sectors The section below outlines the targets set for Allianz SE and the other companies of the Allianz Group in Germany that are subject to co-determination(the“subsidiaries concerned”)for the Superviso

309、ry Board,the Board of Management,and the two management levels below the Board of Management.Pursuant to 17(2)SEAG,the share of women and men among the members of the Supervisory Board of Allianz SE has to be at least 30%each.The Supervisory Board fulfills this requirement as it includes five women(

310、41.7%)and seven men(58.3%).Pursuant to 16(2)SEAG,it has to be ensured that the Board of Management includes at least one female and at least one male member when appointing members to the Board of Management.This statutory requirement is met by the current Board of Management of Allianz SE.As at 31

311、December 2023,the proportion of women on the Board of Management was 33.3%.Since 1 January 2024,the proportion of women on the Board of Management has been 44.4%.With regard to the proportion of women on the first and second management levels below the Board of Management,the Board of Management has

312、 set targets of 30%for each,to be met by 31 December 2024.As at 31 December 2023,this target was already met for the first management level with a percentage of women of 34.2%,but was not yet met for the second level with a percentage of 28.6%.With regard to the Supervisory Boards of the subsidiarie

313、s concerned,the target quotas for nine of those eleven subsidiaries were set at 33%,the target quota for one subsidiary concerned was set at 35%,and the target quota for the remaining subsidiary concerned was set at 50%for 31 December 2024.Eight of the eleven subsidiaries reached this target ahead o

314、f the due date as at 31 December 2023.The target quotas for the respective Boards of Management of the subsidiaries concerned were between 25%and 50%(35.7%on average)for 31 December 2024 and were already met by eight of the eleven companies as of 31 December 2023.For the subsidiaries concerned,the r

315、espective Boards of Management have set target quotas of 30%to 40%(32.9%on average)for 31 December 2024 for the first management level and target quotas of 30%to 43.5%(39.2%on average)for the second management level below the Board of Management.Due to internal restructurings,one of the eleven subsi

316、diaries no longer has any employees below the level of the Board of Management.Therefore,reference will only be made to ten subsidiaries in the following paragraph.As at 31 December 2023,the targets were met by four of the ten subsidiaries concerned for the first management level,while two of the te

317、n companies met the target set for the second management level ahead of the due date.Despite increased efforts to promote women in the Allianz Group and in the individual subsidiaries,it was not possible to reach the targets ahead of the due date in the other cases as it was not always possible to i

318、dentify suitable female candidates for all vacant positions.Allianz continues to work to achieve these targets.B _ Corporate Governance 22 Annual Report 2023 Allianz Group The following information is provided pursuant to 289a and 315a of the German Commercial Code(“Handelsgesetzbuch HGB”)and 176(1)

319、of the German Stock Company Act(“Aktiengesetz AktG”).As of 31 December 2023,the share capital of Allianz SE was 1,169,920,000.It was divided into 391,718,983 registered and fully paid-up shares with no par value.All shares carry the same rights and obligations.Each no-par value share carries one vot

320、e.Shares may only be transferred with the consent of the company.An approval duly applied for may only be withheld if it is deemed necessary in the companys interest on exceptional grounds.The applicant will be informed of the reasons.Shares acquired by employees of the Allianz Group as part of the

321、employee stock purchase plan are generally subject to a three-year lock-up period.During the lock-up period,employees can exercise their voting rights.Allianz SE is not aware of any direct or indirect interests in the share capital that exceed 10%of the voting rights.There are no shares with special

322、 rights conferring powers of control.The appointment and removal of members of Allianz SEs Board of Management is governed by Articles 9(1),39(2)and 46 of the SE Regulation,84,85 AktG,24(3)and 47 No.1 of the German Insurance Supervision Act(“Versicherungsaufsichtsgesetz VAG”),and the Statutes.Accord

323、ing to the Statutes,the Board of Management shall consist of at least two persons;the Supervisory Board determines the number of any additional members(5(1)of the Statutes).The members of the Board of Management are appointed by the Supervisory Board for a term of up to five years;reappointment is p

324、ermitted for a maximum of five years in each case(5(3)of the Statutes).A simple majority of the votes cast in the Supervisory Board is required to appoint members to the Board of Management.In the case of a tie vote,the Chairperson of the Supervisory Board,who pursuant to Article 42 of the SE Regula

325、tion must be a shareholder representative,shall have the casting vote(8(3)of the Statutes).If the Chairperson does not participate in the vote,the Vice-Chairperson shall have the casting vote,provided they are a shareholder representative.A Vice-Chairperson who is an employee representative has no c

326、asting vote(8(3)of the Statutes).Amendments to the Statutes are governed by Article 59 SE Regulation,179 AktG,and the Statutes.13(4)of the Statutes of Allianz SE stipulates that,unless mandatory law requires otherwise,changes to the Statutes require a two-thirds majority of the votes cast at a Gener

327、al Meeting or,if at least one half of the share capital is represented,a simple majority of the votes cast.Where the law requires a majority in capital for a shareholder resolution,a simple majority of the capital represented at the General Meeting is sufficient,provided this is in line with legal r

328、equirements.The Supervisory Board may alter the wording of the Statutes(179(1)AktG and 10 of the Statutes).The Board of Management is authorized to issue shares as well as to acquire and use treasury shares as follows:It may increase the companys share capital on or before 3 May 2027,with the approv

329、al of the Supervisory Board,by issuing new registered no-par value shares against contributions in cash and/or in kind,on one or more occasions:Up to a total of 467,968,000(Authorized Capital 2022/I):In case of a capital increase against cash contribution,the Board of Management may exclude the shar

330、eholders subscription rights for these shares with the consent of the Supervisory Board(i)for fractional amounts,(ii)in order to safeguard the rights pertaining to holders of convertible bonds or bonds with warrants,including mandatory convertible bonds,and(iii)in the event of a capital increase of

331、up to 10%,if the issue price of the new shares is not significantly below the stock market price.The Board of Management may furthermore exclude the shareholders subscription rights with the consent of the Supervisory Board in the event of a capital increase against contributions in kind.Up to a tot

332、al of 15,000,000(Authorized Capital 2022/II):The shareholders subscription rights are excluded.New shares may only be issued to employees of Allianz SE and its Group companies.The companys share capital is conditionally increased by up to 116,992,000(Conditional Capital 2022).This conditional capita

333、l increase will only be carried out to the extent that the holders of convertible bonds,bonds with warrants,convertible participation rights,participation rights,and subordinated financial instruments issued against cash by Allianz SE or its subsidiaries,based on the authorizations granted by the General Meeting on 4 May 2022,exercise their conversion or option rights,or to the extent that convers