Munich Re Group Annual Report 2006 (PDF, 1.8

Munich Re Group Annual Report 2006
same trading restrictions and exercise windows as the
Board of Management with regard to transactions involving
Munich Re’s listed securities. Further information on
corporate governance is available in the joint corporate
governance report of the Board of Management and
Supervisory Board on page 111.
In November 2006, the Board of Management and
Supervisory Board submitted their annual declaration of
conformity with the German Corporate Governance Code
as per Section 161 of the German Stock Companies Act,
which can be read on page 113 of this report and on the
Company’s website.
Changes on the Board of Management
On 31 December 2006, Christian Kluge and Karl Wittmann
retired as members of the Board of Management. Over
many years, both gentlemen created substantial added
value for Munich Re in responsible positions. We thank
them for their long years of very successful work and
exceptional personal dedication.
On 28 February 2007, Dr. Heiner Hasford retired from
Munich Re’s Board of Management, of which he had been
a member since 1993. We thank him as well for his most
commendable and successful work for the Company and
for his outstanding commitment. Dr. Hasford will continue
to be available to Munich Re in an advisory capacity.
Dr. Ludger Arnoldussen was appointed to Munich Re’s
Board of Management with effect from 1 October 2006.
He previously served as Chairman of the Board of Management
of Swiss Re Germany AG and is now responsible for
Munich Re’s Germany, Asia Pacific and Africa Division. To
streamline the Board of Management’s work, the divisions
of which Dr. Hasford, Mr. Kluge and Mr. Wittmann were
previously in charge have been restructured. The responsibilities
not assumed by Dr. Arnoldussen have been reassigned
to the other members of the Board.
Explanations regarding the information contained in the
management report in accordance with Sections 289
para. 4 and 315 para. 4 of the German Commercial Code
I wish to provide the following explanations regarding the
additional information given in the management report on
pages 99 f. and 111 f. of the annual report.
36
Munich Re has restrictedly transferable registered shares.
Registered shares – unlike bearer shares – are issued in the
name of their owner, whose name, address and date of
birth are entered in the Company’s register of shareholders
together with the number of shares held. This allows
Munich Re to communicate directly with the owners. With
respect to the Company, the only parties deemed shareholders
in accordance with the German Stock Companies
Act are those entered in the Company’s register of shareholders.
This is one of the preconditions for attendance
and exercise of voting rights at the Annual General Meeting.
For our shareholders, having registered shares means,
above all else, that they are informed directly, quickly and
comprehensively about our Company and its current activities
and that they are also personally invited to take part in
our Annual General Meeting.
The issuing of restrictedly transferable registered
shares by Munich Re dates back to the Company’s foundation
in 1880 and is a very common phenomenon in the
insurance industry. Restricted transferability means that
these shares may be transferred to another holder only
with Munich Re’s consent. In accordance with Article 3
para. 2 of Munich Re’s Articles of Association, it is at the
Company’s own discretion whether to give its consent.
Since the share-trading processes have been made very
efficient, consent does not lead to any delays in entry in
the register. In recent decades, it has been granted without
exception.
The authorisations granted to the Board of Management
to issue or buy back shares are listed in the management
report. They are within the range of what is customary
in the market and allow Munich Re to engage in active
capital management. They enable the Company to cover
any capital needs, even at short notice, for taking swift and
flexible advantage of market opportunities in different
fields of business. As illustrated by the recent share buyback,
authorisations also enable Munich Re to buy back
shares and thus return to shareholders capital no longer
required for an efficient capital structure.
Based on its underwriting guidelines, Munich Re’s
reinsurance agreements include a clause that grants both
parties to the agreement a right of extraordinary cancellation
in the event that “the other party merges with another