Swiss Re’s Group Bylaws stipulate that the Board of Directors consists of at least a majority of independent members. To be considered independent, a director may not be employed as an executive officer of the Group, or have been employed in such function for the previous three years. Moreover, he or she must not have a material relationship with any part of the Group, directly or as a partner, director, or shareholder of an organisation that has a material relationship with the Group. All directors of Swiss Re meet our independence criteria.

The members of the Board of Directors are also subject to procedures to avoid any conflict of interest.

Information about managerial positions and significant business connections of non-executive directors

All members of the Board of Directors are non-executive. Walter B. Kielholz, Chairman of the Board of Directors since 1 May 2009, was Swiss Re’s CEO from 1 January 1997 to 31 December 2002. John R. Coomber was CEO from 1 January 2003 to 31 December 2005. No other director has ever held a management position within the Group. None of the members of the Board of Directors has any significant business connection with Swiss Re Ltd or any of its Group companies.

Other activities and functions

Any activities of Board members in governing and supervisory bodies of important Swiss and foreign organisations, institutions and foundations, as well as permanent management and consultancy functions for important Swiss and foreign interest groups and official functions and political posts, which are material, are stated in each of the directors’ biographies, which can be found in chapter Members.

Changes in 2012

At the Annual General Meeting on 13 April 2012, Robert A. Scott stepped down as member of the Board of Directors. C. Robert Henrikson was elected as a new member of the Board of Directors. At the same time, the shareholders re-elected Jakob Baer and John R. Coomber to the Board for a further three-year term of office.