Corporate Governance – Overview

Swiss Re’s new Corporate Governance Guidelines harmonise our governance principles and procedures across the Group.

Swiss Re’s corporate governance adheres to the SIX Swiss Exchange’s Directive on Information Relating to Corporate Governance, including its annex, as issued in 2002 and amended in 2009. It is also in line with the principles of the Swiss Code of Best Practice for Corporate Governance (Swiss Code) issued in 2002 by economiesuisse, the Swiss business federation. An additional appendix was issued in 2007 which deals with compensation principles. Swiss Re, moreover, conforms to the Swiss Financial Market Supervisory Authority (FINMA) provisions on corporate governance, risk management and internal control systems, which came into effect on 1 January 2009. Finally, Swiss Re’s corporate governance complies with applicable local rules and regulations in all jurisdictions where it conducts business.

The Board of Directors assesses the Group’s corporate governance on an annual basis against relevant best practice standards. It monitors corporate governance developments globally. It receives updates on developments affecting corporate governance from selected jurisdictions and considers the relevant studies and surveys on corporate governance.

Information on compensation, shareholdings of and loans to members of the Board of Directors and the Group Executive Committee (Group EC) is provided in chapter Compensation.

Swiss Re’s corporate governance framework

Swiss Re has a dual Board structure: the Board of Directors is responsible for oversight, while the Group EC is responsible for managing operations. This structure maintains effective mutual checks and balances between the top corporate bodies. Our corporate governance principles and procedures are defined in a series of documents governing the organisation and management of the company. These include on a Group level:

• the Code of Conduct, outlining our compliance framework and setting out the basic legal and ethical principles and policies we apply globally;
• the Corporate Governance Guidelines (the Guidelines), setting forth the Group’s governance framework, principles and processes, ensuring efficient and consistent corporate governance across the Group;
• the Articles of Association, defining the legal and organisational framework of the Group’s holding company;
• the Group Bylaws, defining the governance structure within the Group as well as the responsibilities of the Board of Directors, Chairman, Board committees, Group CEO, Regional Presidents and Group EC and the relevant reporting procedures;
• the Board Committee Charters, outlining the duties and responsibilities of the Board committees;
• the Group committee charters, outlining the duties and responsibilities of the committees at the Group EC level;
• the instructions and guidelines describing working methods, governance processes and timetables of the Board of Directors and Board committees.

Furthermore they include on a Business Unit level:

• Business Unit Regulations, defining the governance structure and principles within the Business Units Reinsurance, Corporate Solutions and Admin Re^® in line with the Group Bylaws.

2012 Focus areas

Corporate Governance Guidelines

The Group’s new Guidelines harmonise our governance principles and procedures across the Group. The Guidelines explain the classification levels of the legal entities, with their applicable governance requirements and processes. In so doing, the Guidelines take into account the nature, size and complexity of the Group’s legal entities.

In particular, they:

• determine the responsibilities for the issuance, application, and implementation of legal documents at both Group and Business Unit level;
• allocate the responsibilities for a legal entity’s governance;
• define the concept of significance levels of legal entities;
• create governance standards and procedures applicable to all legal entities, including the creation and dissolution of legal entities;
• establish procedures for the appointment and assimilation of Board of Directors and management members; and
• introduce an annual Board self-assessment and certification process to ensure compliance with the Guidelines.

The Guidelines take into account relevant recommendations by FINMA, as well as the Swiss Code.

Revision of Bylaws

In 2012 the Board of Directors reviewed and revised the Group Bylaws and the Business Unit Regulations. The revisions reflect experience gained under the new corporate structure.

Proposed election to Board of Directors

The Board of Directors nominated Mary Francis to be proposed to the General Meeting of Shareholders in 2013 for election as new Board member.

Executive management further strengthened

Reflecting its new corporate structure and operating model, Swiss Re further strengthened its Group EC in 2012 by appointing additional members for the newly created positions of Regional President (one each for the Americas, Asia and EMEA) and of Group Chief Strategy Officer.