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Ladies and gentlemen,
In the financial year 2016, the Supervisory Board fulfilled all the tasks and duties incumbent upon it by law and under the Articles of Association and its rules of procedure. All members of the Supervisory Board and of the committees attended more than half of the respective meetings. We monitored the Board of Management in its conduct of the business, and gave advice on all matters of importance for the Group. No inspection measures in accordance with Section 111 (2) sentence 1 of the German Stock Corporation Act (AktG) were required at any time.
Collaboration between Supervisory Board and Board of Management
The Board of Management involved the Supervisory Board in all important business transactions and decisions of fundamental significance for the Group. During meetings, we held in-depth discussions with the Board of Management about the information provided to us. Cooperation with the Board of Management was characterised in every regard by – and responsible action aimed at – promoting the successful development of Munich Re. The Board of Management satisfied its reporting obligations towards the Supervisory Board in all respects, both verbally and in writing.
Outside of Supervisory Board meetings, the Board of Management informed us promptly about important events in the Group, for example ERGO’s Strategy Programme and modified structure. The shareholder representatives and the employee representatives met regularly with the Chairman of the Board of Management for separate discussions in preparation for the meetings.
Between meetings, I held regular discussions with Nikolaus von Bomhard, Chairman of the Board of Management, about individual questions of strategic development and risk management, as well as about Munich Re’s current business situation. Also between meetings, the Chairman of the Audit Committee, Henning Kagermann, remained in close contact with Jörg Schneider, the member of the Board of Management responsible for Group reporting.
Focal points of the meetings of the full Supervisory Board
There were six meetings of the Supervisory Board in the year under review. We regularly held in-depth discussions with the Board of Management about business performance and current topics, with a special focus on strategic considerations of the Board of Management with respect to the individual fields of business. The Board of Management reported regularly on Munich Re’s investments, addressing the development of the global economy and financial markets in detail, and their impact on the Group’s assets and earnings. The Board also supplied us with frequent updates on the objectives and implementation of the ERGO Strategy Programme. Moreover, we took advantage of the opportunity to confer on matters involving the Board of Management even in the Board’s absence. We also dealt with the following topics in the individual meetings in 2016:
The meeting on 15 March focused on the Company and Group financial statements for 2015, the combined management report, and the motions for resolution by the 2016 Annual General Meeting. Furthermore, we conferred and took decisions regarding the extension of two appointments to the Board of Management, the appointment of the new Chairman of the Board of Management, and established the personal objectives for the Board members’ variable remuneration for 2016. We were also updated on the Group-wide compliance management system.
The meeting on 26 April dealt with matters involving the Board of Management, specifically the evaluation of the individual Board members’ annual performance for 2015 and their multi-year performance for 2013–2015. On 27 April, directly prior to the Annual General Meeting, we heard the Board of Management’s report on the present status of business performance in 2016. We also used the meeting to make last-minute preparations for the Annual General Meeting.
On 12 July, we discussed the reinsurance group’s result situation in a persistently challenging market environment. Moreover, we considered the new regulations concerning the market abuse regime and adopted guidelines for handling inside information in the Supervisory Board’s area of responsibility. Beyond this, we were briefed on the 2015 compensation report in accordance with the German Remuneration Regulation for Insurance Companies (VersVergV).
On 18 October, we discussed corporate governance issues including the results of the annual efficiency review, the adoption of amendments to the Audit Committee’s rules of procedure to accommodate the requirements of the German Audit Reform Act (AReG), and the resolution regarding the annual Declaration of Conformity. We also took a decision regarding the extension of an appointment to the Board of Management, and the Board of Management reported on Munich Health’s business performance.
After a comprehensive discussion, on 6 December we decided on remuneration for the Board of Management as from 2017. We also made decisions on changes to Board of Management contracts and guidelines on fringe benefits. We looked into the Group’s risk strategy in the course of the report on Munich Re’s risk situation by the Group Chief Risk Officer. The Board reported on Group planning for 2017 to 2019. In this context, we adopted changes to the rules of procedure and distribution of responsibilities for the Board of Management. The Board also presented us with the Group human resources report 2015/2016 and detailed the focal points of human resources work and workforce planning within the Group. There was also a report on Munich Re’s investment management.
Work of the committees
There are five Supervisory Board committees. These are assigned certain matters for resolution and also prepare the topics which are to be addressed and decided upon by the full Supervisory Board. At each Supervisory Board meeting, information about the work of the committees was provided to the full Board by the respective Chairs of the committees.
Details of the tasks of the committees and their composition can be found in the Statement of Corporate Governance at www.munichre.com/cg-en. The members of the Supervisory Board and membership of the Supervisory Board Committees can be seen on page 17 f. and at www.munichre.com/supervisory-board.
The Personnel Committee held five meetings in the period under review. It essentially prepared the resolutions on matters involving the Board of Management already mentioned in the report on the work of the full Supervisory Board. It also dealt with seats held by members of the Board of Management on supervisory, advisory and similar boards, and with Group-wide succession planning, especially with respect to Board-level appointments.
At its four meetings in 2016, the Standing Committee dealt with the preparation of the respective Supervisory Board meetings and topics of corporate governance. In addition, the Standing Committee carried out a review of the efficiency of the Supervisory Board’s work in 2016, and determined that, overall, the reporting by the Board of Management and the work of the Supervisory Board was efficient and appropriate. Regular reports by the Chairman of the Board of Management covered changes to the shareholder structure and the status of the share buy-back programme. The Committee also received the annual report on expenses for donations and sponsoring.
The Audit Committee met six times in 2016, and two of these meetings were attended by the external auditors. At the meetings attended by the auditors, the Committee discussed the Company and Group financial statements, the combined management report, the auditor’s report and the Board of Management’s proposal for the appropriation of the net retained profits for the financial year 2015. The Audit Committee also considered the 2016 Quarterly Statements, which it reviewed in conjunction with the auditor. The Committee heard regular reports on the current status of the Solvency II implementation project, and discussed in these meetings both initial and quarterly reporting to the Supervisory Authority. Other key tasks of the Committee consisted in monitoring the Group’s risk situation and risk management on an ongoing basis, and developing a risk strategy. In addition to quarterly written reports, the Committee also obtained detailed verbal information from the Group Chief Risk Officer on several occasions, and heard reports from the head of the actuarial function. Further issues discussed regularly were the internal control system and compliance topics. The Head of Group Audit informed the members of the Committee in full about the outcome of the audits for 2015 and the audit planning for 2016. The Committee received regular updates on the current status of individual compliance issues and the progress of audits. In the absence of the Board of Management, the members of the Committee took advantage of the opportunity to confer amongst themselves or with the Head of Group Audit, the Group Chief Compliance Officer, the Group Chief Risk Officer and the external auditors. Furthermore, the Audit Committee reviewed and monitored the auditor’s independence. The Committee passed guidelines on the awarding of service contracts to the auditor and conducted the approval process required under these guidelines. The Audit Committee regularly calls for reports on the auditor’s new activities beyond the auditing of the annual financial statements and on the utilisation of the statutory limit for awarding such contracts. Following a resolution by the full Supervisory Board, the Chair of the Committee commissioned KPMG with the audit for the 2016 financial year, and also commissioned the auditor’s review of the Half-Year Financial Report 2016.
The Nomination Committee met three times in 2016 and discussed suitable candidates for election to the Supervisory Board. In proposing nominations, the Committee took account of the objectives set by the Supervisory Board for composition of the Committee and the set of criteria, which it updated in the year under review.
There was no need to convene the Conference Committee in 2016.
Corporate governance and Declaration of Conformity
The Supervisory Board pays close attention to good corporate governance. Together with the Board of Management, we therefore published the mandatory annual Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG) in November 2016. We again complied with all recommendations of the German Corporate Governance Code, and will continue to do so in future. We confirmed the assessment that all 20 members of the Supervisory Board are to be regarded as independent and that they do not have any relevant conflicts of interests.
Details of this can be found in the Corporate Governance Report on page 15 f.
Munich Re offered the members of the Supervisory Board an internal information event in 2016. Nearly all took advantage of the opportunity to brief themselves on the objectives and tasks of the Capital Partners and Digital Partners units.
Changes in the Board of Management
Once Nikolaus von Bomhard had expressed his wish to retire after the 2017 Annual General Meeting, the Personnel Committee and the plenary sessions of the Supervisory Board intensively explored the question of his successor. On 15 March 2016, having discussed the conceivable alternatives in depth, the Supervisory Board appointed Joachim Wenning to be Nikolaus von Bomhard’s successor as Chairman of the Board of Management of Munich Re with effect from 27 April 2017. Joachim Wenning has been responsible for worldwide life reinsurance business on the Board of Management since the beginning of 2009; he has also been responsible for Human Resources since 1 October 2013 and has served as Labour Relations Director since that time. With effect from 27 April 2017, in addition to his role as Chairman of the Board of Management, Joachim Wenning will also assume responsibility for the units currently reporting to Nikolaus von Bomhard. We are confident that, under the leadership of Joachim Wenning, the Board of Management is excellently equipped to meet the business challenges of the present and the future.
Changes on the Supervisory Board
With effect from the end of the 2016 Annual General Meeting, Clement B. Booth was elected to the Supervisory Board as successor to Anton van Rossum. Ann-Kristin Achleitner was elected to the Audit Committee as successor to Anton van Rossum with effect from the end of the 2016 Annual General Meeting.
Wolfgang Mayrhuber retired from the Supervisory Board with effect from 31 December 2016. Renata Jungo Brüngger was appointed to the Supervisory Board by an order of the Amtsgericht (Local Court) of Munich dated 3 January 2017. The Supervisory Board will propose to the 2017 Annual General Meeting of shareholders that Renata Jungo Brüngger be elected to the Supervisory Board for the remainder of Wolfgang Mayrhuber’s term of office.
Dieter Spethmann passed away on 1 February 2016. He had been a member of the Supervisory Board of Munich Re from 1976 to 1998, and was its Chairman between 1978 and 1996. Dieter Spethmann made a major contribution to Munich Re’s transition into a diversified financial services provider. We have a great deal to thank him for, and mourn the loss of an exceptional man.
Further information on corporate governance in general is available in the joint report of the Board of Management and Supervisory Board on page 14 ff.
Company and Group financial statements for 2016 and Solvency II reporting
KPMG Bayerische Treuhandgesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft duly audited the Company and Group financial statements and the combined management report as at 31 December 2016, and issued them with an unqualified auditor’s opinion. The respective reports and the Board of Management’s proposal for appropriation of the net retained profits were subsequently submitted directly to the members of the Supervisory Board. At its meeting on 6 February 2017, the Audit Committee had the opportunity to confer in detail about the preliminary year-end figures as at 31 December 2016. On 13 March 2016, it prepared the Supervisory Board’s resolution on the adoption of the Company financial statements and the approval of the Group financial statements. To this end, the Audit Committee examined in advance the Company and Group financial statements, the combined management report and the Board of Management’s proposal for appropriation of the net retained profits. It discussed these at length with the auditor present at the meeting, and gave detailed consideration to the auditor’s reports. The Chair of the Audit Committee briefed the full Supervisory Board about the outcome of its consultations at the balance sheet meeting. In its March meeting, the Audit Committee discussed the preliminary key figures under Solvency II reporting – and the Solvency II ratio in particular – and reported on this in the plenary session.
The full Supervisory Board also reviewed the Company and Group financial statements and the combined management report, and the proposal of the Board of Management for appropriation of the net retained profits.
On the basis of this examination and having heard the auditor’s report, the Supervisory Board raised no objections to the outcome of the external audit. It approved the Company and Group financial statements on 14 March 2017. The financial statements were thus adopted. Having carefully weighed all relevant aspects, the Supervisory Board followed the proposal of the Board of Management for appropriation of the net retained profits.
Words of thanks to the Board of Management and employees
The Supervisory Board wishes to thank all members of the Board of Management and staff worldwide. With their work and commitment, they have once again contributed to another gratifying result for Munich Re.
Munich, 14 March 2017
For the Supervisory Board
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