Corporate Governance stands for the responsible and sustainable value management and controlling of a company, including in particular the efficient cooperation between Board of Management and Supervisory Board, transparent corporate communications and the consideration of shareholders' interests. ERGO Versicherungsgruppe AG regards good corporate governance as a fundamental challenge and essential prerequisite to create sustainable value for shareholders and all other stakeholders. 

• Information about German Corporate Governance Code
  
  
• ERGO Statement of Compliance, in accordance with § 161 of the Stock
  
  
• Remuneration Structure of the Board of Management of ERGO and Long-term Incentive Plan
  
  
• ERGO Code of Conduct
  
  
• ERGO Anti-Fraud-Management Directive
  
  
• ERGO Securities Trading Act Compliance Guideline
  
  
• Disclosure of executive transactions pursuant to § 15a of the Securities Trade Act
  
  
• Management of ERGO

Through the declaration of conformity pursuant to Article 161 of the Stock Corporation Act (AktG) as amended by the Transparency and Disclosure Law, entered into force on July 26, 2002, the Code has a legal basis. The Code is published in its latest version in the official section of the electronic Federal Gazette at www.ebundesanzeiger.de. For 2002 the transitional provision under Article 15 of the introductory act to the Stock Corporation Act (EGAktG) also has to be observed.

The latest version of the Code is published on this internet page. This version includes the amendments resolved at the plenary meeting on June 18, 2009, since the amended version has been also published in the electronic Federal Gazette.

The aim of the German Corporate Governance Code is to make Germany’s corporate governance rules transparent for both national and international investors, thus strengthening confidence in the management of German corporations. The Code addresses all major criticisms – especially from the international community – leveled against German corporate governance, namely

• inadequate focus on shareholder interests;
• the two-tier system of executive board and supervisory board;
• inadequate transparency of German corporate governance;
• inadequate independence of German supervisory boards;
• limited independence of financial statement auditors.

Each of these five points is addressed in the provisions and stipulations of the Code, also taking into consideration the legal framework. Of course the Code cannot cover every detail of every single issue, instead it provides a framework which the individual companies will have to fill in.

The Government Commission on the German Corporate Governance Code will remain in existence after the Code has been handed over. It will observe the development of corporate governance in legislation and practice and will review the Code at least once a year for possible adaptation. Please send your comments and proposals to the office of the Government Commission on the German Corporate Governance Code at the following address:

Government Commission German Corporate Governance Code
c/o Commerzbank AG
60261 Frankfurt am Main
Fax +49/69/136-47144
stab.corp.gov.kodex@commerzbank.com 
www.corporate-governance-code.de/index-e.html

* Members: Klaus-Peter Müller (Vorsitzender), Prof. Dr. Theodor Baums, Dr. Hans-Friedrich Gelhausen, Dr. Dr. h.c. Manfred Gentz, Dietmar Hexel, Ulrich Hocker, Prof. Dr. Henning Kagermann, Max Dietrich Kley, Christian Strenger, Peer M. Schatz, Daniela Weber-Rey, Prof. Dr. Axel v. Werder

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Declaration of Conformity of the Board of Management and the Supervisory Board of ERGO Versicherungsgruppe AG in accordance with Section 161 of the German Stock Companies Act (AktG):

Statement of Compliance as of 23 December 2009
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Statement of Compliance as of 19 December 2008
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Statement of Compliance as of 21 December 2007
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Statement of Compliance as of 21 December 2006
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Statement of Compliance as of 21 December 2005
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Statement of Compliance as of 23 December 2004
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Statement of Compliance as of 23 December 2003
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Statement of Compliance as of 15 July 2003
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Statement of Compliance as of 23 December 2002
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In compliance with the German Corporate Governance Code, we explain the principles of the remuneration system for ERGO Versicherungsgruppe AG’s Board of Management and the Long-term Incentive Plan.

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As a financial services provider, we rely to a great extent on trust. In order to prevent any - however unintentional - reputational damage, clear rules of conduct for all members of the Board of Management and all employees are required. However, it is our common understanding within Munich Re - of which ERGO is a part - that we do not just wish to comply with legal and regulatory requirements. We feel committed to high ethical standards and principles. In order to make our views of an integral corporate conduct transparent, we have defined and laid them down in a binding Code of Conduct. Its regulations provide guidance for legally impeccable behaviour based on ethical principles to all members of the Board of Management and all salaried employees of ERGO Versicherungsgruppe AG and of its German and international subsidiaries. At the same time, the Code is an expression of our understanding of value management. It also outlines a procedure for reporting legal infringements or contraventions in order to allow the company to respond promptly to any misconduct.

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Companies throughout the world increasingly have to contend with the threat of fraud. It can take many forms, ranging from straight loss of assets (e.g. due to theft, fraud or embezzlement) to corruption (e.g. bribery) and manipulation of accounts (e.g. deliberate understatement of reserves). The risk of falling victim to fraud increases with a company’s size and the complexity of its organisation, processes, systems and products. The financial loss for a company can be considerable, and the consequences for its reputation devastating.
Total protection against crime is not possible, but much can be done to reduce the risk. In ERGO’s Code of Conduct, the Board of Management sets out the main rules and principles for lawful and responsible behaviour by legal representatives, managers and all other employees. As a complement to the Code of Conduct, the Anti-Fraud-Management Directive lays down rules and principles aimed at ensuring that ERGO Group companies have appropriate and effective systems in place for preventing, detecting and reacting to fraudulent activity.

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There are frequently articles to be found in the daily press which describe how individuals, including those from business and politics, have to answer accusations of forbidden insider share deals. Anyone may come into contact with insider information. The risk of being suspected of infringing the law on insider dealing should not be underestimated. Such infringements may be considered a criminal offence and result in significant legal consequences. In order to ensure that one knows how to behave when one becomes aware of insider information, this Compliance Guideline provides the requisite information.

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