In connection with the merger of the Italian subsidiary RAS Holding S.p.A. with Allianz AG and the conversion into a Societas Europaea (SE), the two companies and employee representatives have agreed on the future structure for the operational and corporate codetermination of Allianz SE. An agreement to this effect was signed in Munich by the Special Negotiation Body, which represented the employees’ interests, and the management of Allianz and RAS. This was the last important hurdle for the cross-border merger and the establishment of an SE. Following the registration procedures in Italy and Germany, Allianz AG will take on the legal form of a European company (Societas Europaea), expected in mid-October. It will be the first company on the DJ EURO STOXX 50 Index to do so.
Paul Achleitner, member of the board of Allianz AG and chief negotiator on company-side, declared at the signing of the agreement: “With this agreement we have achieved a breakthrough for the establishment of a Societas Europaea. We thereby base our corporate governance on a new European foundation.”
“This agreement provides a good basis for the development of a European representation of employees’ interests,” said Jörg Reinbrecht, representative of the UNI (Union Network International) and Ver.di (United Trade Union for the Services Sector). “For the first time a supervisory board will have a European composition of employees’ representatives.”
“We will measure the cooperation by how Allianz will ensure that economic performance also benefits the employees. Finally its them, who achieve it” commented Rolf Zimmermann, who conducted the negotiations on behalf of the employees.
The agreement that has now been signed essentially governs the composition and responsibilities of the future SE Works Council and corporate codetermination on the Supervisory Board of the new Allianz SE.
Thus, the first SE Works Council will have 37 members from 24 countries, including ten representatives from Germany and three each from Italy, France and the United Kingdom. The number of representatives a country has on the SE Works Committee depends on the number of employees in that country or at Allianz Group companies operating in that country.
In particular, the SE Works Council will have a right to be informed and heard with regard to all cross-border matters. In addition, it will have the right to initiate cross-border measures in the areas of equal opportunity, worker safety and health protection, data protection, basic and further training.
The Supervisory Board of the future Allianz SE will consist of 12 members. Shareholders’ and employees’ representatives will have an equal number of seats on the Supervisory Board of the future Allianz SE. This was already provided for in the statutes approved at the extraordinary shareholders’ meeting of Allianz AG on February 8, 2006. Thus, for the first time in Allianz’s history employees from various European countries will be represented on the Supervisory Board. Of the six employees’ representatives, four will be from Germany (including one union representative), one from France and one from the UK.
The following employees’ representatives have been designated to sit on the first Supervisory Board of Allianz SE:
- Jean-Jacques Cette (AGF, France)
- Claudia Eggert-Lehmann (Dresdner Bank, Germany)
- Geoff Hayward (Allianz Cornhill, UK)
- Jörg Reinbrecht (ver.di, Germany)
- Margit Schoffer (Dresdner Bank, Germany)
- Rolf Zimmermann (Allianz Versicherungs-AG, Germany)
They will be appointed through a court of law as soon as Allianz SE has been entered into the register of companies and complement the already nominated shareholders’ representatives:
- Dr. Henning Schulte-Noelle, Munich, Chairman of the Supervisory Board of Allianz AG
- Dr.Wulf H. Bernotat, Essen, Chairman of the Board of Management of E.ON AG
- Dr.Gerhard Cromme, Essen, Chairman of the Supervisory Board of ThyssenKrupp AG
- Dr. Franz B. Humer, Basle, Chairman of the Board of Directors and CEO of F. Hoffmann-La Roche AG
- Prof. Dr. Renate Köcher, Konstanz, Chairperson of the Institut für Demoskopie Allensbach
- Igor Landau, Paris, Member of the Board of Directors of Sanofi-Aventis S.A.
The entire Supervisory Board will then be elected anew at the first Allianz SE shareholders’ meeting in May 2007, whereby the shareholders’ meeting is bound to accept the proposals for election of the employees’ representatives.
Munich, September 21st, 2006
Contact for queries:
David Waller Tel. +49 89 (0) 89/3800-5043
Ilja-Kristin Seewald Tel. +49 89 (0) 89/3800-2960
Petra Krüll Tel. +49 89 (0) 89/3800-2628