Board of Directors and Group EC: areas of responsibility
The Board of Directors exercises ultimate responsibility for the Group. It delegates the responsibility for managing the Group’s operations to the Group EC (see section Executive management). The Group EC also supports the Board of Directors in fulfilling its duties and prepares proposals for consideration and decision-making by the Board of Directors related to the following key responsibilities with Group relevance: strategy, the business plan, organisational structure, accounting principles, risk tolerance levels, share capital and any share repurchase programme, along with principles of financing through capital markets as well as for strategic transactions. The following tables provide a summary of the key responsibilities of the Board of Directors and delegations to the Group EC.
Key responsibilities of the Board of Directors
Governance
- Supervises the Swiss Re Group
- Retains overall responsibility for corporate governance
- Prepares for and convenes General Meetings of shareholders and executes their resolutions
Strategy and structure
- Approves the Group’s strategy and the strategies of the Business Units
- Determines the basic organisational structure of the Group
Planning
- Approves the Group’s consolidated short- and medium-term business plan and endorses the business plans of the Business Units
Financial reporting
- Approves the annual report of the holding company and the Group
Capital management
- Proposes capital measures to the General Meeting of shareholders
- Approves principles on capital allocation and capital steering for the Group
- Approves aggregate limits for long-term debt issuances, bank facilities and similar instruments
Risk management
- Approves the Group Risk Policy
- Monitors risk developments and adherence to the Group’s risk and capacity limits framework
- Assesses the capital adequacy, funding structure and liquidity management of the Group
Business transactions
- Decides on strategic transactions
Legal, regulatory and compliance matters
- Approves legal, regulatory and compliance matters which have a material effect on the Group’s business
Human resources
- Nominates Board member candidates for election by the General Meeting of shareholders
- Appoints the members of the Group Executive Committee (Group EC)
- Ensures appropriate succession planning at Board of Directors and Group EC level
Compensation
- Approves the Group’s compensation principles
- Determines the compensation of the members of the Board of Directors
- Determines the compensation of the Group CEO and the overall compensation available for the members of the Group EC
- Approves the overall incentive pool for the Group
Key responsibilities of the Group Executive Committee
Governance
- Has overall responsibility for managing operations, subject to the delegations by the Board of Directors
- Issues guidelines relating to the delegation of decision-making authority within the Group
Strategy and structure
- Ensures implementation of the Group’s strategy
- Decides on legal, financial and management structures, subject to the delegations by the Board of Directors
Planning
- Prepares and proposes the Group business plan to the Board of Directors for approval and reviews the Business Units’ business plans
Financial reporting
- Prepares and presents to the Board the annual and interim financial statements of the Group together with segment reporting on the Business Units
Capital management
- Establishes principles on financing through capital markets and the allocation of financial resources within the Group
- Establishes the principles for intra-Group transactions and funding
Risk management
- Establishes the principles for external retrocession and the balancing of Group-wide catastrophe and accumulated risks
- Supervises the Group’s internal control evaluation and certification process
Business transactions
- Prepares and proposes strategic transactions to the Board of Directors for discussion and decision
Legal, regulatory and compliance matters
- Oversees implementation of Group-wide compliance procedures and monitors remediation of any regulatory and compliance deficiencies
Human resources
- Has responsibility for the Group’s talent management subject to the authority of the Board of Directors
Compensation
- Proposes short-term compensation and benefit plans to the Compensation Committee for discussion and decision
- Proposes individual compensation of Group Management Board members (other than Group EC) to Group CEO for discussion and decision