CORPORATE GOVERNANCE 11 The Declaration of Compliance with the German Corporate Governance Code in accordance with § 161 of the German Stock Corporation Law (AktG) was published on December 17, 2003 and reads as follows: every five years in a regular election. Substitute members are elected at the same time and, should they succeed a departing member, they remain in office only until the end of the current election period. Another exception concerns the suggestion that the performance-based remuneration of the Supervisory Board should contain components based on the long-term perform- ance of the company (Code section 5.4.5, paragraph 2, sentence 2). We do not follow this recommendation. However, the Su- pervisory Board’s remuneration contains a component based on the dividend policy of Allianz. Further details on our position with respect to the recommendations of the Code can also be found on our website at the address given above. The two listed Group companies Allianz Lebensversicher- ungs-AG and Oldenburgische Landesbank AG issued a Decla- ration of Compliance on December 15 and 18, 2003, respec- tively. Allianz Lebensversicherungs-AG states therein the devi- ations from the recommendation concerning the individual pub- lication of remuneration for the Board of Management and the Supervisory Board as well as deviations from the recommenda- tion of a performance-oriented remuneration component for the Supervisory Board. Oldenburgische Landesbank AG also states a deviation from the recommendation concerning the individ- ual publication of remuneration for the Board of Management and the Supervisory Board and explains why it does not follow the recommendation for a retention in Directors & Officers Li- ability Insurance. 1. Allianz AG will comply with the recommendations made by the Government Commission on the German Corporate Gov- ernance Code (Code version as of May 21, 2003) with the following exceptions: a) The compensation of the members of the Board of Manage- ment is published in the Notes to the Consolidated Financial Statements subdivided according to fixed, performance- related and long-term incentive components; however, it is not published individualized (section 4.2.4, sentence 2 of the Code). An individualized breakdown would not provide more information with relevance for the capital markets than a de- tailed publication of the overall compensation. Furthermore, practice shows that an individualized publication tends to re- sult in a leveling of the individual compensation of the mem- bers of the Board of Management. This is not desirable from the company’s as well as from the shareholders’ perspective. b) The compensation of the members of the Supervisory Board is published in the Notes to the Consolidated Financial State- ments subdivided according to components; however, it is not published individualized (section 5.4.5, paragraph 3, sen- tence 1). The structure of the Supervisory Board’s compen- sation is disclosed in Allianz’s Articles of Association and the Annual Report. An individualized statement on the compen- sation would not provide additional information with rele- vance for the capital markets. 2. Since the last Declaration of Compliance as of December 18, 2002, which referred to the German Corporate Governance Code as amended on November 7, 2002, Allianz AG has complied with all the recommendations made by the Gov- ernment Commission on the German Corporate Governance Code then in force. The Sarbanes-Oxley Act As a German company listed on the New York Stock Exchange, Allianz AG is subject to U.S. corporate governance rules to the extent that these are applicable to foreign issuers. On July 30, 2002, President Bush signed into law the Sar- banes-Oxley Act of 2002, which is aimed at restoring the trust of investors in the capital markets. For this purpose, the law ex- pands the disclosure obligations of corporations and formalizes the processes that precede corporate reporting. Companies are obliged to establish internal control systems that must be main- tained and reexamined on a regular basis. By way of certifica- tion, certain corporate officers must personally attest to the ex- actitude and completeness of reporting. Management must also certify that certain requirements concerning the internal control systems have been met. In addition, the law raises the require- ments for the independence of auditors and contains detailed rules concerning the Audit Committee.  In addition, we applied most of the non-binding recommenda- tions of the German Corporate Governance Code. For example, in relation to the work of the Supervisory Board this applies to the composition and competences of the Audit Committee or the tasks of the Personnel Committee. An exception exists to the extent that the shareholders’ representatives on the Super- visory Board of Allianz AG are on principle not elected for dif- ferent periods of time (Code section 5.4.4), but are all elected This declaration is available on our website at  www.allianzgroup.com/corporate-governance.