The Supervisory Board and its committees

Munich Reinsurance Company’s Supervisory Board has set up five committees: the Standing Committee, the Personnel Committee, the Audit Committee, the Nomination Committee, and the Conference Committee. The full Supervisory Board is regularly informed about the work of the committees by their respective chairmen.
Their main responsibilities are as follows:

Standing Committee

The Standing Committee prepares Supervisory Board meetings insofar as no other committee is responsible for doing so. It decides on matters of Company business requiring the Supervisory Board’s approval unless the full Supervisory Board or another committee is responsible. It makes amendments to the Articles of Association that only affect the wording, and decides on whether and when guests may attend Supervisory Board meetings. Besides this, it prepares the annual declaration of conformity with the German Corporate Governance Code, in accordance with Section 161 of the German Stock Companies Act, and the Supervisory Board’s report on the Company’s corporate governance in the annual report. Every year, it reviews the efficiency of the Supervisory Board’s work and submits appropriate proposals to the full Supervisory Board where necessary. It also approves loan transactions of the Company with senior managers and Supervisory Board members or parties related to them, as well as Company contracts with members of the Supervisory Board. Members of the Standing Committee are Hans-Jürgen Schinzler (Chairman), Herbert Bach, Hans Peter Claußen, Wolfgang Mayrhuber and Bernd Pischetsrieder.

Personnel Committee

The Personnel Committee prepares the appointment of members of the Board of Management and, together with the Board of Management, concerns itself with long-term succession planning. It also prepares the Supervisory Board’s resolution on the remuneration system for the Board of Management, including the total remuneration of the individual members of the Board of Management. The Personnel Committee represents the Company vis-à-vis the members of the Board of Management and is responsible for personnel matters involving members of that Board unless these are issues that have been allocated to the full Supervisory Board. It approves loan transactions between the Company and members of the Board of Management or parties related to them, as well as any material transactions between the Company or its associated companies and members of the Board of Management or parties related to them. It also decides on secondary occupations that members of the Board of Management may pursue and seats they hold on the boards of other companies. Members of the Personnel Committee are Hans-Jürgen Schinzler (Chairman), Herbert Bach and Bernd Pischetsrieder.

Audit Committee

The Audit Committee prepares Supervisory Board resolutions on the adoption of the annual Company financial statements and approval of the Group financial statements, reviews the financial reporting, discusses the quarterly reports, and takes delivery of the audit reports and other reports and statements by the external auditor. The committee monitors the accounting process, including the effectiveness of the Company’s internal control system, the risk management system, the compliance system and internal audit system. Furthermore, it initiates the decision on the appointment of the external auditor and monitors the latter’s independence and quality. It appoints the external auditor for the Company and Group financial statements, determines focal points of the audits and agrees the auditor’s fee for the annual audit; the same applies to the review of the half-year financial report. In addition, together with the Board of Management, the Audit Committee prepares the annual discussion of the risk strategy held before the Supervisory Board and discusses any changes or deviations from the risk strategy with the Board of Management during the year. In this connection, the Audit Committee obtains reports not only from the Board of Management but also directly from the Compliance Officer, the Head of Group Audit, and the Chief Risk Officer, or from corporate counsel. Members of the Audit Committee are Henning Kagermann (Chairman), Christian Fuhrmann, Marco Nörenberg, Anton van Rossum and Hans-Jürgen Schinzler.

Nomination Committee

Comprising solely representatives of the shareholders, the Nomination Committee suggests suitable candidates to the Supervisory Board for the latter’s election proposals to the Annual General Meeting. It has drawn up and adopted a list of criteria on which these proposals are to be based. Members of the Personnel Committee are Hans-Jürgen Schinzler (Chairman), Henning Kagermann and Bernd Pischetsrieder.

Conference Committee

The Conference Committee makes personnel proposals to the Supervisory Board if the requisite two-thirds majority is not achieved in the first vote when it comes to appointing or dismissing members of the Board of Management. Its responsibilities have remained the same after application of the co-determination agreement and are now laid down in the Articles of Association and the Supervisory Board’s rules of procedure. Members of the Conference Committee are Hans-Jürgen Schinzler (Chairman), Herbert Bach, Hans Peter Claußen and Bernd Pischetsrieder.

More details of the work of the Supervisory Board committees in the financial year ended can be found in the report of the Supervisory Board to the Annual General Meeting, which is printed on page 22 ff.