Corporate Governance
The principles of responsible and good enterprise management and supervision constitute the core of our Corporate Governance principles (http://www.hannover-re.com/resources/cc/generic/CGprinciples-e.pdf). Our efforts in the field of Corporate Governance are driven by the goal of achieving sustainable growth in the value of the company and consolidating the trust placed in the enterprise by our business partners, staff, shareholders and the general public through integrity at all times. On this basis Hannover Re supports the principles of value-based and transparent enterprise management and supervision as defined in the German Corporate Governance Code (DCGK) and recognises their importance in guiding its activities.
In the year just-ended, as in previous years, the company again had to adapt to numerous new statutory regulations in the area of Corporate Governance. German legislators alone adopted the Act on the Modernisation of Accounting Law (BilMoG), the Act on the Adequacy of Management Board Remuneration (VorstAG) and the Act on Implementation of the Shareholder Rights Directive – to name but a few. What is more, the German Corporate Governance Code was amended and its recommendations and suggestions were revised. These codifications were essentially a response to shortcomings in corporate governance that had come to light during the financial market crash and economic crisis. The new regulations affect virtually all areas of corporate governance and implement additional duties that are also reflected in new organisational requirements and give rise to further reporting duties.
The Code report for 2009 published by the independent Berlin Center of Corporate Governance on acceptance of the Code's recommendations and suggestions found that Hannover Re once again – as in previous years – ranked as one of the leaders among DAX- and MDAX-listed companies when it came to compliance with the provisions of the Code. Based on the version of the German Corporate Governance Code as amended 6 June 2008 which was used in the survey, Hannover Re fulfilled the recommendations to a level of 98.8% with one divergence and thereby comfortably surpassed the degree of fulfilment of both DAX- and MDAX-listed enterprises. On average, companies listed on the DAX and MDAX satisfied 80 and 76 respectively of the 84 recommendations, hence achieving acceptance levels of 94.9% and 90.7%.
The above-average level of compliance alone testifies to the considerable importance that Hannover Re attaches to good enterprise management and supervision in the spirit of state-of-the-art Corporate Governance. It continues to be enshrined in the company's business practices as a matter of course and it not limited to rigid adherence to formal rules. The Executive Board and Supervisory Board consistently address changes in the relevant legal framework conditions in a timely manner and the latest legal developments are promptly codified in internal corporate standards. With this in mind, the Rules of Procedure of the Executive Board and Supervisory Board and its committees underwent a thorough revision with an eye to the amendments of the German Corporate Governance Code in 2009. The full Supervisory Board reviewed and approved the system of remuneration for the Executive Board, including the major contractual components, and defined the total remuneration of the individual members of the Executive Board.
The Supervisory Board again conducted a review of the efficiency of its work using a self-assessment questionnaire. The aim here is to further optimise the cooperation between the Executive Board and Supervisory Board. The findings of the survey were collated by the Corporate Governance Officer in strict confidentiality and made available to the Supervisory Board in anonymised and aggregated form at its meeting held on 10 March 2010.