Allianz to become European Company 

In September 2005, the German insurance group Allianz announced that it would merge with its Italian subsidiary RAS and create a European Company under the 2001 European Company Statute. Negotiations with employee representatives will set up employee involvement provisions in the new company, which will be covered by German national implementing legislation.

On 13 September 2005, the German insurance company Allianz stated that it intended to create a European Company by merging with its Italian subsidiary RAS. It will do this under the provisions of Council Regulation (EC) No. 2157/2001 on the Statute for a European Company (or Societas Europaea, SE), adopted in 2001 (EU0110203N) and Council Directive 2001/86/EC supplementing the Statute for a European Company with regard to the involvement of employees.

In accordance with the European Company Statute, the new company will operate under one legal structure throughout the EU. In the European Union, Allianz and its subsidiary Dresdner Bank have operations in Germany, France, the UK, Italy, Austria, Hungary, Slovakia, Spain and Ireland. The legal seat of the company will be Germany.

In terms of employee representation, the German legislation implementing the European Company Statute’s employee involvement Directive will be applied, because the seat of the new company will be Germany. In line with this, Allianz plans that the new company will have a dual board structure, comprising a management board (Vorstand) and a supervisory board (Aufsichtsrat). Employee representation on the supervisory board will be 50%, which is in line with current practice at Allianz. However, Allianz wants to reduce the size of the supervisory board from 20 to 12 members, which would result in only six employee representatives on the board.

In accordance with the employee involvement Directive, a special negotiating body (SNB) will be formed to negotiate an agreement between management and employee representatives on worker information, consultation and participation rights in the new company. The SNB will focus on two issues: employee representation at supervisory board level; and the works council of the new company.

The global union Union Network International Finance (UNI Finance) has stated that it will monitor the situation closely. Oliver Roethig, head of UNI Finance, stated: 'UNI Finance and its affiliates will see to it that the interests of Allianz employees are safeguarded. In particular, we will ensure that full advantage of the rights for employees under EU legislation is taken'.

This is the second finance sector company this year to announce that it intends to form a European Company. In June 2005, it was announced that a merger between the Italian finance group UniCredito and the German group HypoVereinsbank (EU0509202N) would result in a European Company.

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