Key areas of discussion
The business development of the company and the individual Group segments, the planning for 2008 and the medium-term planning of the company and the Group formed the primary focus of the reporting and were discussed at length during our meetings. The reasons for divergences between the business experience and the relevant plans and targets in the financial year just-ended were explained to us, and we were able to satisfy ourselves accordingly with the explanations provided.
A further focus of our deliberations was on the integration of the group of Gerling primary insurance companies, in particular – following the squeeze-out of the minority shareholders of Gerling-Konzern Allgemeine Versicherungs-AG in May 2007 – of the Gerling non-life insurers, into the Talanx Group. In this regard we received reports on the status of measures taken under company law as well as negotiations over a settlement of interests and social compensation plan, and we adopted the resolutions necessary for attainment of the target structure. In addition, the new strategy developed for the Talanx Group was presented to us and we were updated on preparations for a possible Initial Public Offering of Talanx AG.
The extension of the sales cooperation with Postbank and the associated corporate acquisitions were explored in detail at two meetings. The discussion and the adoption of a resolution in this context took place without Dr. Petram, thereby preempting from the outset any possible conflicts of interest in view of his seats on the Executive Board of Deutsche Post AG and the Supervisory Board of Deutsche Postbank AG. Following completion of the corporate acquisitions we endorsed the newly developed holding structure for the bancassurance division, approved the related transfer transactions and took due note of the considerations relating to the personnel make-up of the holding company’s Board of Management.
Along with preparations for discussion and adoption of resolutions in the full Supervisory Board, the Finance and Audit Committee of the Supervisory Board considered the company’s quarterly financial statements compiled on a voluntary basis as well as the acquisition of an insurance company in Ukraine and the establishment of two insurance companies in Croatia. The Audit Committee also discussed the findings of an actuarial audit of the net loss reserves for non-life insurance business within the Talanx Group as well as the profitability trend at the individual Group companies as at 31 December 2006.
Furthermore, at two extraordinary meetings the Supervisory Board explored acquisition and cooperation projects in Italy which were intended to promote expansion of bancassurance activities in Europe.
The transactions and measures subject to approval in accordance with legal requirements, the company’s Articles of Association or Rules of Procedure were agreed with the Board of Management following examination and discussion.