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Generali Deutschland Holding AG is the management holding company of the Generali Deutschland Group. The Board of Management and the Supervisory Board – in performing the tasks attributed to them by law, the Articles of Association and the internal rules of the corporate body concerned – act in the awareness of their responsibility for the employees of the Generali Deutschland Group, for the good of the company and its Group companies and in the interest of the shareholders.
Since the issue of last year's declaration according to section 161 of the German Companies Act (AktG) and until August 5, 2009, Generali Deutschland Holding AG complied with the recommendations of the "Government Commission German Corporate Governance Code" (as amended on June 6, 2008), published in the electronic version of the German Gazette on August 8, 2008, with the exception of the deviations then reported. In the future the company will comply with the recommendations (as amended on June 18, 2009), published in the electronic version of the German Gazette on August 5, 2009, with the following exceptions:
| 1. | The D&O insurance taken out by the company for the Supervisory Board does not have a deductible (section 3.8 para. 2 of the Code). Grounds: Generali Deutschland Holding AG is of the opinion that considering the responsibility and motivation of the members of the Supervisory Board in performing their tasks a deductible is not necessary. |
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| 2. | Generali Deutschland Holding AG does not have a stock option plan of its own (sections 4.2.3, 7.1.3 of the Code). Grounds: The members of the Board of Management of Generali Deutschland Holding AG are included in the stock option plan of Assicurazioni Generali S.p.A. For the granting of the options, the achievement of a target exclusively referring to the German Group is mandatory in addition to the achievement of the targets of the Italian plan. |
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| 3. | The notification documents convening the General Meeting are not sent by electronic means (section 2.3.2 of the Code). Grounds: Generali Deutschland Holding AG regularly publishes the documents convening a General Meeting on its website and makes them available to shareholders and other interested persons for download. Considering the consequences of not duly convening a General Meeting, however, the Board of Management and the Supervisory Board are of the opinion that the risks involved in generally sending these documents by electronic means are too big. |
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| 4. | As resolved by the shareholders at the General Meeting of May 18, 2006, the Corporate Governance Report included in the Annual Financial Statements does not indicate the remuneration of the members of the Board of Management on an individualized basis (sections 4.2.4, 4.2.5 of the Code). Grounds: On May 18, 2006 the General Meeting of Generali Deutschland Holding AG resolved not to disclose the remuneration of the members of the Board of Management on an individualized basis in the Financial Statements of the Company and of the Group in order to protect the privacy of the members of the Board of Management. |
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| 5. | Generali Deutschland Holding AG does not have a nomination committee of the Supervisory Board as defined by section 5.3.3 of the Code. Grounds: Since the shareholder representatives in the Supervisory Board of Generali Deutschland closely communicate with each other in any case, establishing such committee appears to be unnecessary. |
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| 6. | There is no age limit for members of the Supervisory Board (section 5.4.1 of the Code). Grounds: The quality of the work of the members of the Supervisory Board is not determined by their age but by their individual knowledge and experience. The company wants highly qualified and experienced persons to be appointed to the Supervisory Board, regardless of age limits. |
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| 7. | There is no limitation, beyond the limitation provided for by law, of the number of mandates held in the Supervisory Boards of listed non-Group companies (section 5.4.5 of the Code). Grounds: Until today there has been no practical need in the Supervisory Board of Generali Deutschland to establish a limitation of the mandates held in the Supervisory Boards of listed non-Group companies. It often is useful when members of the Supervisory Board can contribute their experience from non-Group companies. |
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| 8. | The Corporate Governance Report does not disclose the remuneration of the members of the Supervisory Board on an individualized basis nor the payments made to them on the basis of other business relationships with the company or with Group companies (section 5.4.6 para. 3 of the Code). Grounds: The structure of the remuneration of the Supervisory Board is disclosed in the Articles of Association and in the Financial Report. Disclosing the remuneration on an individualized basis would not provide any additional information of relevance to the capital market. Furthermore, for considerations of business policy, no information should be disclosed which could allow conclusions with regard to the arrangements of the relationships with important business partners of the Group. For reasons of equal treatment, the remuneration of the members of the Supervisory Board is disclosed as a total amount, as required by law. |
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| 9. | The Report of the Supervisory Board does not include information in line with section 5.4.7 of the Code (frequency of attendance at Supervisory Board meetings). Grounds: Until today the efficiency of the Supervisory Board's activities has not been affected by the non-attendance of members. Therefore such controlling information has not been included in the Report of the Supervisory Board. |
Cologne, November 24, 2009
Generali Deutschland Holding AG
The Supervisory Board | The Board of Management |
