B _ Corporate Governance REMUNERATION REPORT The Remuneration Report describes the structure and arrangements of the remuneration system for the Board of Management and the In addition to the situation and impact of the global COVID-19 Supervisory Board of Allianz SE. It explains the application of the pandemic on overall economic conditions, as well as on the insurance remuneration system in the financial year 2021, using detailed and industry and Allianz employees, other key issues included the risk individualized specifications on the remuneration of current and strategy and the Board of Management’s planning for both the former members of the Board of Management and the Supervisory financial year 2022 and the three-year period from 2022 to 2024. Board. Cyber risk security and the impact of rising inflation rates on the The report was created jointly by the Board of Management and insurance business were also regularly discussed. Furthermore, the the Supervisory Board, and takes into consideration the requirements Supervisory Board dealt in depth with personnel matters relating to of § 162 of the German Stock Corporation Act (AktG), and the the Board of Management as well as succession planning for the recommendations of the German Corporate Governance Code in its Board of Management and Supervisory Board, especially in the currently valid version. context of the upcoming elections to the Supervisory Board in 2022. It was also decided to allow the auditor to carry out a The Supervisory Board and various committees also discussed comprehensive, content audit of the Remuneration Report above and appropriate consideration of non-financial targets in the target-setting beyond the legal requirements of § 162(3) AktG. process for the Board of Management remuneration. The Personnel Committee of the Supervisory Board has closely followed the business development from the viewpoint of potential Review of the financial year target achievement at Group level and individual remuneration targets for the first half of the year and at year-end. Another focal point was the ongoing discussion of the lawsuit and official proceedings in The Supervisory Board had resolved minor adjustments to the connection with the AllianzGI U.S. Structured Alpha Funds, particularly remuneration system for members of the Board of Management with in the second half of 2021 and with regards to the target achievement effect from 1 January 2021. These comprise primarily the introduction for the financial year. Besides the quantitative targets for the financial of requirements or recommendations of the German Stock year 2022, the non-financial targets and appropriateness of the Corporation Act and the German Corporate Governance Code. The remuneration of the Board of Management were discussed. Changes details of these adjustments are described in the section “Other in the Board of Management were also prepared and implemented. Remuneration Principles”, “Deviation From The Remuneration System” and “Remuneration Adjustments”. The Supervisory Board also resolved to adjust the target Remuneration of the Allianz SE Board remuneration and the maximum remuneration of the Chairperson of of Management the Board of Management, to ensure the appropriateness of the remuneration. The remuneration system adjusted on this basis was presented to the Annual General Meeting under agenda item 5 for approval on Remuneration is designed to be appropriate compared to peers, given 5 May 2021. The Annual General Meeting approved the system for the the Allianz Group’s range of business activities, operating environment, remuneration of the members of the Board of Management with a and business results achieved. The aim is to ensure and promote majority of 87.14 %. The remuneration system applies to all members sustainable and value-oriented management of the company that is of the Board of Management who were active in the financial year in line with our corporate strategy. The key principles are as follows: 2021. − Support of the Group’s strategy: The design of variable compensation, and in particular of performance targets, reflects the business strategy and sustainable long-term development of Barbara Karuth-Zelle and Christopher Townsend have been members the Allianz Group. of the Board of Management since 1 January 2021. They assumed − Alignment of pay and performance: The performance-based departmental responsibility from Dr. Christof Mascher and Niran variable component of the board members’ remuneration forms a Peiris, both of whom retired from the Board of Management as of 31 significant portion of the overall remuneration, corresponding to December 2020. 70 % of the target compensation. Effective 1 October 2021, Andreas Wimmer was appointed to the − Sustainability of performance and alignment with shareholder Board of Management. He assumed responsibility for the Asset interests: A major part of the variable remuneration reflects Management division and Allianz Life in the U.S. from Jacqueline Hunt, longer-term performance, with deferred payout (64 %), and is who is acting as strategic advisor to the Chairperson of the Board of linked to the absolute and relative performance of the Allianz Management as of this date. Remuneration for the new members of share. the Board of Management was set at the same level as the other ordinary members of the Board of Management. Annual Report 2021 − Allianz Group 27
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