Compensation governance

Function

Description of role and responsibilities

Board of Directors

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Appoints members of the Compensation Committee

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Reviews and approves the compensation framework and related matters as proposed and endorsed by the Compensation Committee

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Further details can be found in the Corporate Governance section under Board of Directors

Compensation Committee

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Composed of independent directors (as defined in the Corporate Bylaws) who are experienced and familiar with regulatory requirements, compensation practices and trends, particularly also relating to risk-related compensation issues

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Authorised to endorse for approval, propose or approve compensation changes as defined in its charter and working instructions

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Responsible for making recommendations and overseeing the design and implementation of compensation principles, policy, framework, disclosure and plans

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Reviews principles, policy and plans annually to ensure that they remain in line with Swiss Re’s objectives and strategy as well as with legal and regulatory requirements

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Proposes the targets set for future compensation plans and the performance factors for plans that are due to vest

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Acts on behalf of the Board of Directors in reviewing and approving, as appropriate, compensation proposals for senior management, ensuring that they comply with the Compensation Policy

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Provides regular updates on its activities to the full Board of Directors

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Further details can be found in the Corporate Governance section under Allocation of tasks.

Management

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The Group CEO, Group COO and Head Group Human Resources are normally invited to attend Compensation Committee meetings

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Other members of senior management may attend as deemed appropriate by the Compensation Committee

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No individual may attend any part of a meeting where his or her own compensation is discussed

Secretary

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The Head of Compensation, Benefits  &  International Mobility serves as the Secretary to the Compensation Committee and attends its meetings (apart from the Executive Sessions)

External Advisors

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Mercer – provides information about remuneration trends and advice on executive compensation issues

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Niederer Kraft  &  Frey AG – provide legal advice, mainly about specific aspects of compliance and on disclosure matters

These external advisors are retained by the Compensation Committee. They supply the Compensation Committee with market perspective and occasionally provide other services to Swiss Re. During 2012 the Compensation Committee also received independent advice from Hostettler, Kramarsch & Partner AG relating to the compensation framework review.