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014
Chap. 1 MANAGEMENT CORPORATE GOVERNANCE
Corporate Governance
In compliance with section 3.10 of the German Cor-
porate Governance Code, the Board of Management
and the Supervisory Board report every year about
the reliable and efficient governance of the company,
including its organization, business philosophy and
guiding principles as well as the internal and external
mechanisms of controlling and monitoring.
AMB Generali fulfils all transparency requirements
defined by Deutsche Börse AG for the so-called prime
standard. Accordingly AMB Generali is listed in the
prime standard segment of Deutsche Börse.
To safeguard this high standard, Corporate Gov-
ernance is also under the permanent scrutiny of the
Supervisory Board. Pursuant to the Articles of Asso-
ciation and the internal rules of the company's bodies,
important transactions have to be approved by the
Supervisory Board. The Supervisory Board's monitor-
ing activities are described in detail in the report by
the Supervisory Board to the General Meeting (see
p. 10 ff.) in compliance with section 171 of the German
Companies Act (Aktiengesetz).
Corporate Governance is ensured by additional
organizational measures such as keeping a list of
persons having insider information, the Group's com-
pliance system and the Group-wide Ethical Code as
well as the pertinent Codes of Conduct of the Group
companies.
Material information on our Corporate Govern-
ance is provided for our shareholders on the Internet
at www.amb-generali.de under the "Investor Relations"
section. This information includes the financial calen-
dar, annual and interim reports, ad-hoc announce-
ments, information about directors' dealings as well
· AMB Generali is committed to a good and responsible Corporate Governance.
· The essential elements of the standards of the German Corporate Governance Code
are implemented by AMB Generali.
· The company complies with the rules of the Ethical Code of the international Generali
Group referring to correctness, honesty, impartiality and professionalism.
as the latest and previous versions of the declaration
of compliance of AMB Generali and of the German
Corporate Governance Code.
In line with their statutory obligation defined in
section 161 of the Companies Act, the Board of Man-
agement and the Supervisory Board publish an annual
declaration stating to what extent AMB Generali com-
plies with the recommendations of the German Corpo-
rate Governance Code. That declaration of compliance
was last renewed on November 22, 2007.
Explanations in respect of deviations
from the recommendations of the
German Corporate Governance Code
AMB Generali complies with most of the re-
commendations and suggestions of the Corporate
Governance Code. To the extent the declaration of
compliance indicates deviations from the Code's re-
commendations, AMB Generali follows the applicable
legal standards. The deviations refer to the following
recommendations:
The notification documents convening a General
Meeting are not sent by electronic means (deviation
from section 2.3.2 of the Code). AMB Generali regu-
larly publishes the documents convening a General
Meeting on its website and makes them available to
shareholders and other interested persons for down-
load. With a view to the consequences if a Generali
Meeting is not duly convened, the Board of Manage-
ment and the Supervisory Board consider, however,
that the risks involved in generally sending these docu-
ments by electronic means are too big.