Work methods of the Board of Directors and its committees

Swiss Re’s Board of Directors oversees governance, audit, compensation, finance and risk, and investment and is supported in this responsibility by its committees. The full Board and its committees meet at the invitation of the Chairman of the Board as often as business requires or at least quarterly. Any member of the Board of Directors or the Group EC may, for a specific reason, require the Chairman to call an extraordinary Board of Directors or committee meeting,

The Chairman defines the agenda for each meeting and therefore works closely with the chairpersons of the committees and the Group CEO. The agenda, along with any supporting documents, is delivered to the participants about ten days before the meeting in order to allow enough preparation time.

A quorum is constituted when at least half of the members of the Board or the committee are present in person or participate using some alternative means of communication. Resolutions are adopted by majority vote. Board and committee meetings consider and discuss the items on the agenda incorporating presentations by members of the Group EC and, where needed, by other specialist employees or outside advisers. It is contemplated for every meeting that an executive session is held for discussions between the Board of Directors and the Group CEO. Furthermore, private sessions are held for discussions involving all members of the Board of Directors only. The Board and its committees can also adopt resolutions by written agreement if no member of the Board of Directors requests a discussion of the topic. Each committee provides a report of its activities and recommendations following a committee meeting at the next Board of Directors meeting. If any significant topic comes up, the committees contact the Board of Directors immediately. It is the responsibility of each committee to keep the full Board of Directors informed on a timely basis as deemed appropriate.

Minutes are kept of discussions and resolutions taken at each meeting of the Board of Directors and its committees.

The Board has an assessment process in place, allowing the members to gauge the effectiveness of the Board on an annual basis.

Each committee annually reviews the adequacy of the scope of its responsibilities, including processes and membership requirements, and also evaluates its performance.

The table below provides an overview of the meetings of the Board of Directors and its committees held in 2012:



Number of meetings
Average duration
Average attendance

Invitees in advisory capacity, in addition to members


The human resources consulting firm Mercer and the law firm Niederer Kraft & Frey AG (NKF) provided support and advice for compensation issues during the reporting year. Mercer organised benchmark studies and helped to review and amend the compensation philosophy. NKF provided support in disclosure matters. Representatives of Mercer and of NKF participated in 7 committee meetings each in 2012. During 2012 the Compensation Committee also received independent advice from Hostettler, Kramarsch & Partner AG relating to the compensation framework review.

Board of Directors

13 meetings

Group EC members, President Swiss Re Ltd, Group General Counsel, Company Secretary


3.5 hours



Chairman’s and Governance Committee

8 meetings

Group CEO, Company Secretary

1.5 hours


Audit Committee

11 meetings

Group CEO, Group CFO, Group CRO, Group COO, Group General Counsel, Chief Compliance Officer, Head Group Internal Audit, Chief Accounting Officer, Lead auditors of external auditor, Company Secretary


2.5 hours



Compensation Committee

8 meetings

Group CEO, Group COO, Head Group Human Resources,
Head Compensation, Benefits & International Mobility, Advisers*

3 hours



Finance and Risk Committee

4 meetings

Group CEO, Group CFO, Group CRO, Group Chief Underwriting Officer, Group Chief Investment Officer, Group Treasurer, CEO Reinsurance, CEO Corporate Solutions, Company Secretary

3.5 hours



Investment Committee

6 meetings

Group CEO, Group CFO, Group CRO, Group Chief Investment Officer, Head Financial Risk Management, CFO Admin Re®, Company Secretary

2 hours