Annual Report 2003 - Hannover Re

DECLARATION OF CONFORMITY
Declaration of conformity pursuant to § 161 Stock Corporation Act (AktG)
regarding compliance with the German Corporate Governance Code at
Hannover Rückversicherung AG
The "German Corporate Governance Code"
(DCGK) was first published on 26 February 2002.
This report is based on the amended version of
the Code dated 21 May 2003, which was published
in the electronic Federal Gazette on 4 July
2003. The Code sets out major stipulations governing
the management and supervision of German
listed companies. The purpose of the Code
is to foster the trust of investors, clients, employees,
and the general public in German enterprise
management. To this end the Code defines standards
of good, responsible, efficient and transparent
enterprise management and supervision.
From the very outset Hannover Re has followed
the deliberations of the Government Commission
on the "German Corporate Governance Code"
and the diverse public debates on this issue supportively
and with considerable interest.
Under § 161 Stock Corporation Act (AktG)
it is incumbent on the Management Board and
Supervisory Board of a listed company to confirm
conformity with the recommendations of the
Code or to explain which recommendations of
the Code are not applied. Hannover Rückversicherung
AG diverges from the German Corporate
Governance Code only in the three respects
explained below.
Individualised specification of compensation received
by the Executive Board and Supervisory Board
(Code Items 4.2.4 Sentence 2 and 5.4.5 Para. 3, Sentence 1)
The compensation received by the members
of the Executive Board and the Supervisory
Board is supposed to be reported in the notes to
the consolidated financial statements on an individualised
basis broken down into its constituent
elements. Hannover Re is of the opinion that
the legal protection of rights of personality should
take precedence over the disclosure and transparency
interests of investors. For this reason,
as has been the case to date, a summary presentation
of the compensation and its constituent
elements is provided in the notes to the consolidated
financial statements. This disclosure
enables our shareholders to fully assess the appropriateness
of the total amount of compensation.
Separate specification of compensation received by the chair
and members of the committees of the Supervisory Board
(Code Item 5.4.5 Para. 1, Sentence 3)
The compensation received by the Chairman
and Deputy Chairman of the Supervisory
Board as well as by the chair and the members
of its committees is supposed to be detailed separately.
Hannover Re has not to date made separate
disclosure for the chair and members of
the committees. In future, however, Hannover Re
intends to comply even more closely with the
Code. It is therefore envisaged that arrangements
in accordance with the German Corporate Governance
Code will be proposed to the next Annual
General Meeting on 02 June 2004.
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