Annual Report 2010 - Hannover Re

for orderly performance of their tasks and that the Supervisory
Board must have a sufficient number of independent members.
At least one independent member shall have technical
expertise in the fields of accounting and the auditing of financial
statements. It is envisaged that at least two members shall
be women. Persons suggested to the Annual General Meeting
as candidates for election to the Supervisory Board may not
be older than 72 at the time of their election. Nominations
shall take account of the company’s international activities
as well as diversity. For their part, each member of the Supervisory
Board shall ensure that they have sufficient time
to discharge their mandate. The Supervisory Board meets at
least twice each calendar half-year. If a member of the Supervisory
Board participates in less than half of the meetings of
the Supervisory Board in a financial year, this shall be noted
in the Supervisory Board’s report. No more than two former
members of the company’s Executive Board may belong to
the Supervisory Board.
The committees of the Supervisory Board prepare the decisions
of the Supervisory Board within their area of competence
and take decisions in lieu of the Supervisory Board within
the scope of competence defined by the Rules of Procedure
applicable to the committee in question.
of contracts of employment with the members of the Executive
Board with the exception of remuneration-related content as
well as resolutions regarding their implementation. It bears
responsibility for the granting of loans to the group of persons
specified in §§ 89 Para. 1, 115 Stock Corporation Act and
those considered equivalent pursuant to § 89 Para. 3 Stock
Corporation Act as well as for the approval of contracts with
Supervisory Board members in accordance with § 114 Stock
Corporation Act. It exercises the powers arising out of § 112
Stock Corporation Act in lieu of the Supervisory Board and – in
cooperation with the Executive Board – ensures that long-term
succession planning is in place.
The Nomination Committee is tasked with proposing to the
Supervisory Board appropriate candidates for the nominations
that it puts forward to the Annual General Meeting for election
to the Supervisory Board.
For further details of the activities of the Supervisory Board
committees please see the explanations provided in the Supervisory
Board Report from page 188 onwards.
Information regarding the following items is provided in the
remuneration report:
Management report
The Finance and Audit Committee monitors the accounting
process and the effectiveness of the internal control system,
the risk management system and the internal auditing system.
It also handles issues relating to compliance and the information
system for the Supervisory Board and discusses the
interim reports as well as the semi-annual reports prior to
their publication. It prepares the Supervisory Board’s examination
of the annual financial statement, management report
and proposal for the appropriation of profit as well as of the
consolidated financial statement and Group management report.
In this context, the Finance and Audit Committee receives
detailed information on the auditor’s view of the net
assets, financial position and results of operations as well as
explanations of the effects of any modified recognition and
measurement principles on the net assets, financial position
and results of operations together with available alternatives.
In addition, the committee prepares the Supervisory Board’s
decision on the commissioning of the independent auditor for
the financial statements. It considers matters associated with
the necessary independence of the auditor, the awarding of
the audit mandate to the independent auditor, the determination
of the audit concentrations and the fee agreement.
The Standing Committee prepares personnel decisions for
the Supervisory Board and decides in lieu of the Supervisory
Board on the content, formation, amendment and termination
• Remuneration report for the Executive Board and individualised
disclosure of the remuneration received by Supervisory
Board members pursuant to Items 4.2.5 and 5.4.6 of the
German Corporate Governance Code
• Securities transactions pursuant to Item 6.6 of the German
Corporate Governance Code
• Shareholdings pursuant to Item 6.6 of the German Corporate
Governance Code
Information on share-based payment pursuant to Item 7.1.3 of
the German Corporate Governance Code is provided in section
7.3 “Share-based payment” of the notes and in the remuneration
report with respect to the members of the Executive
Board.
Remuneration report
The remuneration report summarises the principles used to
determine the remuneration of the Executive Board of Hannover
Re and explains the amount of income received by the
Executive Board in the 2010 financial year on the basis of
the Board members’ work for Hannover Re and its affiliated
companies.
In addition, the amount of remuneration paid to the Supervisory
Board on the basis of its work for Hannover Re and its
Hannover Re Group annual report 2010
enterprise management Management report
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