Corporate Governance in Regional Re-/Insurance Markets

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1 Corporate Governance in Regional Re-/Insurance Markets Andreas Molck-Ude Chief Executive Middle East & Africa, Munich Re 20th FAIR Conference Marrakech, October 19th, 2007

2 Agenda Definitions and Introduction Legal framework for Corporate Governance in Germany How do we handle Corporate Governance at Munich Re? What are the Benefits for Insurers/Reinsurers in the FAIR Markets? 19 October

3 Definitions and Introduction Corporate Governance Definition Corporate Governance Corporate governance is often used as an umbrella term for all the rules directed at company governing bodies. Corporate governance in the narrower sense stands for the sum of all rules concerning the duties, functions, rights and obligations of company governing bodies and their relationship to one another. Good corporate governance requires compliance with all applicable laws and internal rules. 19 October

4 Definitions and Introduction Corporate Governance Main goals of Corporate Governance promoting transparency promoting the trust of shareholders, investors, customers, employees and the general public in corporations 19 October

5 Definitions and Introduction - Compliance Definition Compliance Compliance means acting in accordance with all applicable laws and internal rules ( legally correct and responsible behaviour) Compliance requires adequate internal systems and controls that prevent breaches of laws and rules Compliance is an integral part of good corporate governance 19 October

6 Definitions and Introduction - Compliance Main goals of Compliance preventing regulatory risks and sanctions preventing liability risks (risk of financial loss as a result of failing to comply with laws and regulations) preventing reputational risks strengthening the company s standing as a good corporate citizen 19 October

7 Agenda Definitions and Introduction Legal framework for Corporate Governance in Germany How do we handle Corporate Governance at Munich Re? What are the Benefits for Insurers/Reinsurers in the FAIR Markets? 19 October

8 Legal framework - Corporate Governance Legal framework for Corporate Governance (Germany) Rules on Corporate Governance are mainly found in the German Stock Corporation Act ( AktG ) A further yardstick for German Corporate Governance is the Corporate Governance Code established in 2002 which applies primarily to listed companies 19 October

9 Legal framework - Compliance Solvency II Article 43 of the proposed Solvency II directive of the EU: Insurance and reinsurance undertakings shall have in place an effective internal control system. That system shall at least include administrative and accounting procedures, an internal control framework, appropriate reporting arrangements at all levels of the undertaking and a permanent compliance function. 19 October

10 Agenda Definitions and Introduction Legal framework for Corporate Governance How do we handle Corporate Governance at Munich Re? What are the Benefits for Insurers/Reinsurers in the FAIR Markets? 19 October

11 Corporate Governance at Munich Re CFO Chief Financial Officer Group Legal 1 Chief Legal Officer Chief Compliance Officer Group Legal 1.1 Group Legal 1.2 Corporate Governance Group Legal 1.3 Compliance Office 19 October

12 Corporate Governance at Munich Re Compliance at Munich Re Not all compliance functions within the responsibility of Compliance Office: Data protection Data Protection Officer Money laundering Anti-Money Laundering Officer Information security IS-Officer Anti-discrimination laws HR 19 October

13 Corporate Governance at Munich Re Compliance with the Munich Re Code of Conduct Code of Conduct introduced 1 August 2006 applicable to the whole Munich Re Group formulates the main rules and principles for legally correct and responsible behaviour reflects the values of Munich Re rules on conflicts of interest (granting and acceptance of advantages and gifts) causing most questions encourages employees to report violations of laws or rules to the compliance office and/or internal audit ( whistleblowing ) 19 October

14 Corporate Governance at Munich Re Internal Reporting Rules Regular, timely and comprehensive reporting from the Board of Management to the Supervisory Board with respect to all relevant questions of Strategy and strategy implementation Corporate planning Business performance Risk situation and risk management Compliance Deviations in business performance from plans and objectives 19 October

15 Agenda Definitions and Introduction Legal framework for Corporate Governance How do we handle Corporate Governance at Munich Re? What are the Benefits for Insurers/Reinsurers in the FAIR Markets? 19 October

16 Benefits for Insurers/Reinsurers in the FAIR Markets Dynamic economic developments and growth in many FAIR countries Huge investments require adequate insurance coverages Constantly changing business environment Developing stock exchanges with more and more listed insurance companies Growing interaction/interdependencies with regional and global economy Demand for qualified staff 19 October

17 Benefits for Insurers/Reinsurers in the FAIR Markets The basis for sound and sustainable developments: Legal frameworks, leading to corporate laws (e.g. stock corporation act) insurance laws and regulations supervisory institutions (e.g. BaFin, FSA, ACAM) Standardized codes of conduct voluntary adherence to code of conduct influence of international codes and directives 19 October

18 Benefits for Insurers/Reinsurers in the FAIR Markets A good and operating system of corporate governance (internal view) attracts national and international investors (individuals and institutions) increases the reputation of a company among globally and locally operating clients international reinsurance companies rating agencies employees authorities 19 October

19 Benefits for Insurers/Reinsurers in the FAIR Markets Advantages of corporate governance for insurance companies in emerging markets (external view) Reliability (e.g. in management decisions) and Business Continuity Transparency Comparability Attraction of staff 19 October

20 Benefits for Insurers/Reinsurers in the FAIR Markets Where do you stand in your markets regarding: Compliance? Internal Guidelines? Codes of Conduct?? 19 October

21 Thank you very much for your attention! Andreas Molck-Ude Chief Executive Middle East & Africa, Munich Re

22 Addendum 19 October

23 Legal framework for Corporate Governance in Germany The German Stock Corporation Act German stock corporations feature three governing bodies: 1) Annual General Meeting of Shareholders Principal tasks are (inter alia): - Decision on profit distribution - Corporate actions related to the share capital 2) Supervisory Board Principal tasks - Supervision of Board of Management - Counselling of Board of Management 3) Board of Management Principal tasks: - Responsible for independently managing the company, developing and implementing its strategy - Responsibility for compliance, risk management and risk controlling 2) and 3) constitute a two-tier system versus the Anglo-American one-tier system. In a one tier system, there exists only one corporate body, the so called Board of Directors, which consists of managing and external directors. Often the Chief Executive Officer (Vorstandsvorsitzender) is as well the Chairman of the Board (Aufsichtsratsvorsitzender). 19 October

24 Legal framework - Corporate Governance German Stock Corporation Act German stock corporations feature three governing bodies: 1) Annual General Meeting of Shareholders 2) Supervisory Board 3) Board of Management 2) and 3) constitute a two-tier system versus the Anglo-American one-tier system. In a one-tier system, there exists only one corporate body, the so-called Board of Directors, which consists of managing and external directors. Often the Chief Executive Officer (Vorstandsvorsitzender) is as well the Chairman of the Board (Aufsichtsratsvorsitzender). 19 October

25 Legal framework - Corporate Governance Annual General Meeting of Shareholders Principal tasks include: Decision on profit distribution Corporate actions related to the share capital (e.g. authorization for share buy back and use of own shares) Election of the members of the Supervisory Board (except employee representatives) Exoneration of Board of Management and Supervisory Board Amendments of the Articles of Association Fundamental decisions (e.g. spin-offs, mergers etc.) Principle: one share, one vote 19 October

26 Legal framework - Corporate Governance Supervisory Board Principal tasks include: Appointment and determination of remuneration of the members of the Board of Management Supervision of Board of Management Counselling of Board of Management Assessment of Annual Financial Statements Appointment of external auditors (only at insurance companies; normally the AGM elects the auditor) 19 October

27 Legal framework - Corporate Governance Board of Management Principal tasks include: Responsible for independently managing the company, developing and implementing its strategy Responsible for compliance, risk management and risk controlling Certain (esp. essential) management decisions, defined by statutory law and / or the Supervisory Board require prior approval of the Supervisory Board 19 October

28 Legal framework - Corporate Governance German Corporate Governance Code In February 2002, an expert commission, appointed by the Federal Minister of Justice, adopted the German Corporate Governance Code. Aim: increase (international) investor attractivity of German listed companies Contents: presentation of essential statutory regulations and generally recognized standards for the management and supervision (governance) of German listed companies; differentiation between recommendations and suggestions 19 October

29 Legal framework - Corporate Governance Status: Code is not compulsory, but each publicly listed company is obliged by law to explain yearly, whether and to what extent it fulfils the recommendations of the Code (principle of comply or explain ); the companies must not comment on the suggestions of the Code Regular yearly review: adaptations of the Code according to corporate governance developments in legislation and practice 19 October

30 Corporate Governance at Munich Re Corporate Governance at Munich Re Munich Re meets (nearly) all of the recommendations and suggestions of the German Corporate Governance Code. Munich Re is (deliberately) commenting on deviations with regard to the suggestions of the Code. Recently, Munich Re realized various measures to further improve its good Corporate Governance (beyond compliance with the Code) such as : publishing the Board of Management members curriculum vitae and individual appointment period on the website publishing the Board members individual ownership in Munich Re shares on the website publishing the Supervisory Board members curriculum vitae and individual appointment period on the website 19 October

31 Corporate Governance at Munich Re Audit Committee of the Supervisory Board In addition to the Standing Committee (approval of management decisions where required) and the Personnel Committee (remuneration of the board members and preparation of their appointment), Munich Re established an Audit Committee. It is a vital element of good and state-of-the-art corporate governance. Its tasks include: preparing the Supervisory Board s resolution on the adoption of the annual financial statements considering the quarterly reports of Munich Re preparing the Supervisory Board s resolution on the appointment of the external auditor instructing the external auditor and monitoring its independence handling of accounting, risk management and compliance issues 19 October

32 Corporate Governance and Compliance at Munich Re Compliance Responsibilities of Compliance Office focused on Code of Conduct Securities Trading Act Insurance regulatory laws Prevention of misconduct / crime 19 October

33 Corporate Governance at Munich Re Other measures of good Corporate Governance more precise definition of transactions which require prior approval of the Supervisory Board implementation of appropriate deductible for the D & O coverage for members of the Supervisory Board and the Board of Management age limit of 70 years for the members of the Supervisory Board Supervisory Board review / evaluation conducted yearly (goes beyond the Code which requires a only regular review) regular consideration of the remuneration structure of the members of the Board of Management by the Supervisory Board 19 October

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