Germany’s Allianz announced that it has reached an agreement with employee representatives of its Italian subsidiary RAS Holding S.p.A on “the future structure for the operational and corporate codetermination of Allianz SE.” The deal clears the way for Allianz to convert its German and Italian operations into a European company, or Societas Europaea (SE) by merging the two companies. Allianz first announced plans for the conversion a year ago (See IJ Website Sept. 13, 2005).
Allianz said: “An agreement to this effect was signed in Munich by the Special Negotiation Body, which represented the employees’ interests, and the management of Allianz and RAS. This was the last important hurdle for the cross-border merger and the establishment of a SE. Following the registration procedures in Italy and Germany, Allianz AG will take on the legal form of a European Company (Societas Europaea), expected in mid-October. It will be the first company on the DJ EUROSTOXX 50 Index to do so.”
French reinsurer SCOR has also announced plans to convert from a French SA to a SE (See IJ Website July 6).
Paul Achleitner, member of the board of Allianz AG and chief negotiator on company-side, declared at the signing of the agreement: “With this agreement we have achieved a breakthrough for the establishment of a Societas Europaea. We will base our corporate governance on a new European foundation.”
“This agreement provides a good basis for the development of a European representation of employees’ interests,” added Jörg Reinbrecht, representative of the UNI (Union Network International) and Ver.di (United Trade Union for the Services Sector). “For the first time a supervisory board will have a European composition of employees’ representatives.”
“We will measure the cooperation by how Allianz ensures that economic performance also benefits the employees. After all, they are the ones who achieve it” commented Rolf Zimmermann, who conducted the negotiations on behalf of the employees.
Allianz stressed that the “signed agreement essentially governs the composition and responsibilities of the future SE Works Council and corporate codetermination on the Supervisory Board of the new Allianz SE.”
The announcement on the Allianz Website (www.allianz.com) explained how the Council will function, and its membership as follows: “The first SE Works Council will have 37 members from 24 countries, including ten representatives from Germany and three each from Italy, France and the United Kingdom. The number of representatives a country has on the SE Works Committee depends on the number of employees in that country or at Allianz Group companies operating in that country.
In particular, the SE Works Council will have a right to be informed and heard with regard to all cross-border matters. In addition, it will have the right to initiate cross-border measures in the areas of equal opportunity, worker safety and health protection, data protection, basic and further training.”
Europe’s largest insurer is entering uncharted territory with this restructuring. It duly noted that “for the first time in Allianz’s history employees from several European countries will be represented on the Supervisory Board. Of the six employees’ representatives, four will be from Germany (including one union representative), one from France and one from the UK.”
The bulletin further explained: “The Supervisory Board of the future Allianz SE will consist of 12 members. Shareholders’ and employees’ representatives will have an equal number of seats on the Supervisory Board of the future Allianz SE. This was already provided for in the statutes approved at the extraordinary shareholders’ meeting of Allianz AG on February 8, 2006.
The following employees’ representatives have been designated to sit on the first Supervisory Board of Allianz SE:
— Jean-Jacques Cette (AGF, France)
— Claudia Eggert-Lehmann (Dresdner Bank, Germany)
— Geoff Hayward (Allianz Cornhill, UK)
— Jörg Reinbrecht (ver.di, Germany)
— Margit Schoffer (Dresdner Bank, Germany)
— Rolf Zimmermann (Allianz Versicherungs-AG, Germany)
They will be appointed through a court of law as soon as Allianz SE has been entered into the register of companies and join the shareholders’ representatives already nominated:
— Dr. Henning Schulte-Noelle, Munich, Chairman of the Supervisory Board of Allianz AG [and former Allianz CEO]
— Dr.Wulf H. Bernotat, Essen, Chairman of the Board of Management of E.ON AG
— Dr.Gerhard Cromme, Essen, Chairman of the Supervisory Board of ThyssenKrupp AG
— Dr. Franz B. Humer, Basle, Chairman of the Board of Directors and CEO of F. Hoffmann-La Roche AG
— Prof. Dr. Renate Köcher, Konstanz, Chairperson of the Institut für Demoskopie Allensbach
— Igor Landau, Paris, Member of the Board of Directors of Sanofi-Aventis S.A.
The entire Supervisory Board will then be elected anew at the first Allianz SE shareholders’ meeting in May 2007, whereby the shareholders’ meeting is bound to accept the proposals for election of the employees’ representatives.”
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