Annual Report 2010 - Hannover Re

Compliance
The Executive Board adopted the revised Code of Conduct
in November 2010 (http://www.hannover-re.com/resources/
cc/generic/codeofconduct-e.pdf). The rules defined therein
reflect the high ethical and legal standards that guide our
actions worldwide. Integrity in dealings with business partners,
staff, shareholders and the general public constitutes
the foundation of a successful enterprise. In both our strategic
planning and our day-to-day business activities, we aspire
to consistently apply the highest ethical and legal standards;
for our actions and the way in which every single one of us
presents and conducts himself or herself – whether a member
of the Executive Board or a member of staff – are crucial in
shaping the image of the Hannover Re Group.
Grounded on our corporate strategy and our Corporate Governance
principles, our Code of Conduct enshrines on a sustainable
basis the key rules governing integrity in our dealings
with business partners, staff, shareholders and the general
public. The Executive Board is expressly committed to observance
of these rules, which are also binding upon all employees
of the Hannover Re Group worldwide. They are intended to
help us cope with the ethical and legal challenges that we face
as part of day-to-day work. Each of us is jointly responsible
for upholding the reputation of our company and Group in
the eyes of the public at large, avoiding conflicts of interest
and fostering trust through correct and value-based conduct.
The compliance report for the 2009 calendar year setting out
the structure and diverse range of activities of Hannover Re in
this regard was submitted to the Finance and Audit Committee
in March 2010. After in-depth examination of topics such as
directors’ dealings, ad hoc and other reporting requirements,
the insider register, adherence to internal guidelines, consulting
agreements, data protection, international sanctions and
the Group-wide whistleblower system, the report concludes
that two circumstances have been identified which point to
breaches of relevant compliance standards. After detailed exploration
of these incidents, the necessary safeguards were
put in place to ensure that in future the Hannover Re Group
will be in full compliance with the material external requirements
for its business activities. Compliance with statutory
provisions – not only in terms of their letter but also their
spirit – is our overriding priority.
Risk monitoring and steering
systematic and comprehensive recording of all risks that from
the current standpoint could conceivably jeopardise the company’s
profitability and continued existence. Further details in
this regard may be obtained from the risk report contained in
the Annual Report on page 55 et seq.
Working practice of the Executive Board
and Supervisory Board
The Executive Board and Supervisory Board of Hannover Re
work together on a trusting basis to manage and monitor the
company. In accordance with the Rules of Procedure of the
Executive Board, matters of fundamental importance such as
the approval of strategic principles and objectives, the planning
of the annual results or the adoption/modification of investment
guidelines require the consent of the Supervisory
Board. In addition, the Supervisory Board is kept informed on
a regular and timely basis of the business development, the
execution of strategic decisions, material risks and planning
as well as relevant compliance issues. The Chairman of the
Supervisory Board stays in regular contact with the Chairman
of the Executive Board in order to discuss with him the company’s
strategy, business development and risk management.
The composition of the Executive Board (including areas of
responsibility) as well as of the Supervisory Board and its committees
is set out on pages 8 and 192 respectively of the
present Annual Report.
The Rules of Procedure of the Executive Board are intended
to ensure that a consistent business policy is elaborated and
implemented for the company in accordance with its strategic
objectives. Within the framework of a consistent business policy,
special importance attaches to the principle of “delegation
of responsibility”. In the interests of shareholders, importance
is expressly attached to an organisation that facilitates costeffective,
quick and unbureaucratic decision processes. Open
and trusting cooperation geared to the interest of the whole
is the foundation of success. In this context, the members of
the Executive Board bear joint responsibility for the overall
management of business. Irrespective of their overall responsibility,
each member of the Executive Board leads their own
area of competence at their individual responsibility within
the bounds of the resolutions adopted by the Executive Board.
Only persons under the age of 65 may be appointed to the Executive
Board. The term of appointment shall be determined
such that it expires no later than the end of the month in which
the member of the Executive Board turns 65.
The risk management system applicable throughout the entire
Hannover Re Group is based on the risk strategy, which in turn
is derived from the company strategy. A core component is the
The Rules of Procedure of the Supervisory Board provide inter
alia that each member of the Supervisory Board must have
the knowledge, skills and professional experience required
82 Management report enterprise management
Hannover Re Group annual report 2010