Annual Report 2003 - Hannover Re

REPORT OF THE SUPERVISORY BOARD
of Hannover Rückversicherung AG
We supervised the management of the
company regularly during 2003 on the basis of
written and verbal reports from the Executive
Board and we took the decisions required of us
at five meetings. The Standing Committee also
met on altogether three occasions and the Balance
Sheet Committee twice. Between the meetings
we received quarterly written reports from
the Executive Board on the course of business
and the position of the company. In addition, the
Chairman of the Supervisory Board was kept
constantly informed by the Chairman of the Executive
Board of major developments and impending
decisions. All in all, we were involved in
decisions taken by the Executive Board as required
by our statutory responsibilities and those
placed upon us by the company's Articles of Association.
The development of our major subsidiaries
and participations was also included in
our consultations.
The Supervisory Board selected the auditor
for the 2003 annual financial statements; the
Chairman of the Supervisory Board issued the
specific audit mandate. The audit report was distributed
to all members of the Supervisory Board,
and the auditors participated in the meeting of
the Supervisory Board held to discuss and approve
the annual accounts and in the Annual
General Meeting.
As part of its discussion of important individual
projects the Supervisory Board considered,
inter alia, the implementation of a capital
increase from authorised capital. This was composed
of a capital increase for a contribution in
kind by the majority shareholder, Talanx AG, in
the amount of EUR 310 million and a capital
increase for cash, representing altogether 10%
of the issued share capital and each excluding
pre-emptive rights of existing shareholders. The
capital measure was intended to safeguard an
adequate capital base for the anticipated business
growth and to preserve the company's excellent
ratings. During the preparations for the
Annual General Meeting the Supervisory Board
was concerned with an extensive revision of the
company's Articles of Association aimed at incorporating
the latest developments into their
wording and increasing their practical relevance.
The Articles of Association had last undergone a
thorough revision in the run-up to the company's
going public in 1994. Within the scope of various
specialist analyses the Supervisory Board received
information about the company's risk management
and retrocession strategy as well as the
development of particularly significant business
segments, such as US casualty business.
The Supervisory Board again devoted considerable
attention to the issue of Corporate Governance.
The revised Corporate Governance principles
were approved at the final Supervisory
Board meeting of the year and the Declaration
of Conformity pursuant to § 161 German Stock
Corporation Act regarding compliance with the
German Corporate Governance Code was issued.
The recommendations of the Code have not been
implemented in three respects. Further details regarding
this matter are provided on page 55 f of
the present annual report as well as in the company's
publications on the Internet. The Supervisory
Board defined a procedure for the efficiency
audit of the Supervisory Board's activities in accordance
with the German Corporate Governance
Code, under which the review will be conducted
using a comprehensive questionnaire.
The accounting, the annual financial statements
and the Executive Board's report were
examined by KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
(KPMG DTG), Hannover. This audit
gave no grounds for objection, and an unqualified
audit certificate was therefore issued. As a
final outcome of the Balance Sheet Committee's
detailed deliberations and the Supervisory
Board's examination of the annual financial
statements and the Executive Board's report,
we concurred with the opinion of the auditors
and approved the annual financial statements
drawn up by the Executive Board.
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