B _ Corporate Governance The members of the Board of Management are jointly In the financial year 2021, the following Group committees were in responsible for management and for complying with legal place: requirements. Notwithstanding this overall responsibility, the individual members independently head the departments they have Group committees been assigned to. There are divisional responsibilities for business Group committees Responsibilities segments as well as functional responsibilities. The latter include the GROUP COMPENSATION COMMITTEE Designing, monitoring, and improving Finance, Risk Management and Controlling Functions, Investments, Board members of Allianz SE and executives group-wide compensation systems in line Operations and IT, Human Resources, Legal, Compliance, Internal below Allianz SE Board level. with regulatory requirements and submitting an annual report on the monitoring results, Audit, or Mergers & Acquisitions. Business division responsibilities focus along with proposals for improvement. on geographical regions or Global Lines. Rules of procedure specify GROUP INVESTMENT COMMITTEE Specifying the strategic asset allocation for the Board members of Allianz SE and Group to enable consistent implementation by the structure and departmental responsibilities of the Board of Allianz Group executives. the operating units, particularly in relation to Management in more detail. alternative assets, monitoring of performance across all asset classes and ensuring consistent Board of Management meetings are led by the Chairperson. organization of the Investment Management Each member of the Board may request a meeting, providing function and Investment Governance across the Group. notification of the proposed subject. The Board makes decisions by a As of 31 December 2021 simple majority of participating members. In the event of a tie, the Chairperson casts the deciding vote. The Chairperson can also veto decisions, but he/she cannot impose any decisions against the majority The Allianz Group runs its operating entities and business segments via vote. an integrated management and control process. First, the Holding and the operating entities define the business strategies and goals. On this basis, joint plans are then prepared for the Supervisory Board’s In the financial year 2021, the following Board of Management consideration when setting targets for the performance-based committees were in place: remuneration of the members of the Board of Management. For details, please refer to the Remuneration Report. Board committees The Board of Management reports regularly and comprehensively to the Supervisory Board on business development, Board committees Responsibilities GROUP FINANCE AND RISK COMMITTEE Preparing the capital and liquidity planning for the company’s financial position and earnings, planning and Giulio Terzariol (Chairman), the Group and Allianz SE, implementing and achievement of objectives, business strategy, and risk exposure. Details Dr. Klaus-Peter Röhler, overseeing the principles of group-wide capital on the Board of Management’s reporting to the Supervisory Board are Dr. Günther Thallinger, and liquidity management as well as risk Christopher Townsend. standards and preparing risk strategy. laid down in the information rules issued by the Supervisory Board. This includes, in particular, significant individual financing transactions and guidelines for Important decisions of the Board of Management require derivatives, Group financing and internal Group approval by the Supervisory Board. These requirements are stipulated capital management as well as establishing and overseeing a group-wide risk management by law, by the Statutes, or in individual cases by decisions of the Annual and monitoring system including stress tests. General Meeting (AGM). Supervisory Board approval is required, for GROUP IT COMMITTEE Developing and proposing a group-wide IT example, for certain capital transactions, intercompany agreements, Dr. Barbara Karuth-Zelle (Chairwoman), strategy, monitoring its implementation and, Dr. Klaus-Peter Röhler, approving local and group-wide IT investments and the launch of new business segments or the closure of existing Ivan de la Sota, as well as reviewing and overseeing individual Giulio Terzariol, IT projects. ones. Approval is also required for acquisitions of companies and Dr. Günther Thallinger, holdings in companies as well as for divestments of Group companies Christopher Townsend. that exceed certain threshold levels. The Agreement concerning the GROUP MERGERS Managing and overseeing Group M&A Participation of Employees in Allianz SE, in the version dated AND ACQUISITIONS COMMITTEE transactions, including approval of Renate Wagner (Chairwoman), individual transactions within certain June 2021 (hereinafter “SE Agreement”), requires the approval of the Oliver Bäte, thresholds. Supervisory Board for the appointment of the member of the Board of Sergio Balbinot, Giulio Terzariol. Management responsible for employment and social welfare. As of 31 December 2021 The composition of the Board of Management is described in Mandates of the Members of the Board of Management or on our website at www.allianz.com/management-board. A general In addition to Board committees, there are also Group committees. description of the function of the Board of Management can also be They are responsible for preparing decisions for the Board of found there. Management of Allianz SE, submitting proposals for resolutions, and ensuring a smooth flow of information within the Group. Annual Report 2021 − Allianz Group 17