SEEurope Factsheet

Official homepage:

www.allianz.de

Branch:

Insurance company

Status:

Established

Announced intention on1:

11-09-2005

Official process initiated on2:

16-12-2005

Registered on/in:

13-10-2006 in Munich (Germany)

Seat before SE:

Munich, Germany

Seat of SE:

Munich (Germany)

Form of establishment:

Merger-SE

Companies concerned:

Allianz AG; Riunione Adriatica Di Sicurta S.p.A. (RAS), Ø

Corporate governance structure before SE:

Two-tier3

Corporate governance structure of SE:

Two-tier3

Total number of employees worldwide:

177,000

Countries of operation4:

Australia, Austria, Belgium, Bulgaria, Burkina Faso, Cameroon, Canada, Central African Republic, China, Colombia, Cote d’Ivoire, Croatia, Czech Republic, Egypt, France, French Guyana, Germany, Greece, Hungary, India, Indonesia, Ireland, Italy, Luxembourg, Mali, Mexico, Morocco, Namibia, Netherlands, Pakistan, Poland, Portugal, Romania, Russia, Senegal, Slovakia, Spain, Sweden, Switzerland, Thailand, Togo, UK, USA, Venezuela

Countries concerned:

Austria (3,274), Belgium (1,684), Cyprus (1), Czech Republic (953), Denmark (82), Estonia (3), Finland (44), France (17,127), Germany (78,374), Greece (452), Hungary (3,188), Ireland (894), Italy (7,892), Latvia (8), Lithuania (32), Luxembourg (495), Netherlands (2,066), Norway (29), Poland (1,371), Portugal (1,022), Slovakia (2,617), Spain (3,099), Sweden (71), UK (9,138) (in total 133,846)

National trade unions involved:

Ver.di

European trade union federations involved:

UNI Finance

EWC formerly existed:

Yes

Establishment of SNB:

First meeting on 27-03-2006

Board-level employee representation before SE foundation:

Yes (half the supervisory board seats)

Distribution of SNB seats:

In total 30 members: 6 Germany (including 2 trade union seats), 1 Austria, 1 Belgium, 1 Cyprus, 1 Czech Republic, 1 Denmark, 1 Estonia, 1 Finland, 2 France, 1 Greece, 1 Hungary, 1 Ireland, 1 Italy, 1 Latvia, 1 Lithuania, 1 Luxembourg, 1 Netherlands, 1 Norway, 1 Poland, 1 Portugal, 1 Slovakia, 1 Spain, 1 Sweden, 1 UK

Content of agreement:

  • Signed on 20-09-2006

  • The agreement covers all companies of the group in all EFTA countries.

Information and consultation through an SE Works Council:

  • 37 Members from 24 countries

  • Mandate period: 4 years

  • Composition according to number of employees in the different operating countries by the end of the financial year

  • Appointment/selection according to national provisions

  • Meets twice per year; in addition: up to two extraordinary meetings

  • Experts may be invited

  • Employee representatives on the supervisory board participate upon invitation

  • Up to two representatives from the European trade unions may be invited to participate provided they are represented in the Allianz Group

  • In addition: the Managing Committee consists of a chair, two substitutes and two additional members representing at least three countries and is responsible for the preparation/follow up of meetings, forwarding of information, representation of countries not represented in the SE works council, as well as all other tasks assigned to the Committee by the SE WC

  • Additional Committees might be established by the SE WC

  • The SE WC has the right of initiative in the following areas: equal opportunities, work and health protection, data protection, training and education policies.

  • Expenses, communication, translation, interpreting, travel, training, etc., are covered by the company

  • SE WC chairman is released from work duties, the other SE WC members are granted time off to fulfil their duties

  • Confidentiality clause

Participation in the Supervisory Board:

  • Half of the seats on the supervisory board (6 out of 12) are for employee representatives: 4 Germany, France and UK one each;

  • Appointment/nomination depends on national provisions

  • Term of office: No longer than 6 years, reappointments are possible

  • Have the same rights and obligations as members of the supervisory board representing shareholders (in particular confidentiality)

  • Might be released from work in order to fulfil their duties

  • Structural changes:

  • The management negotiates with the SE WC together with representatives of the employees concerned

Expiry:

  • Termination needs prior notice period of one year – but no sooner than six years after its entry into force

  • Each part alone or both parts together can be terminated

  • Motives:

  • SE reflects Allianz’s identity

  • Adjustment to the economic reality of the company

  • Less bureaucracy

  • Reduction in the number of supervisory board members

  • Simplification of the legal structure

  • Reduction of complexity

  • Cost reduction

  • Increase of flexibility

  • Improvement of competitive position

  • Comments:

2 issues regarding the reduction of seats on the supervisory board from 20 to 12

  • Is the number of seats negotiable?

  • Does the number have to be divided by 3 (as claimed by the management)? Or is this only true for 1/3-parity (as claimed by the employee representatives)?

Last update:

07-01-2007

References:

Legend:

n/a … category not applicable

Ø … information not available

1 The date when the company first made public its interest in founding an SE.

2 The date when the companies that intend to form an SE publish the draft terms of their merger into an SE or the plan to set up a holding SE or the agreement to form a subsidiary SE or the agreement to transform into an SE.

3 Two-tier structure: management board and supervisory board.

4 Number of employees available from EWC database 2004 published by ETUI.

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