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Compensation for the members of the Board of Directors

The individual compensation for the members of the Board of Directors for 2013 was:

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CHF thousands1,2

Total 2012

Fees and allowances in cash

Fees in blocked shares

Total 2013

1

Compensation for the members of the Board of Directors includes fixed fees and allowances both in cash and shares. No sign-on or severance payments are made.

2

The company contributions to social security systems paid by Swiss Re in line with applicable laws amounted to CHF 1 294 292 in 2012 and CHF 1 282 026 in 2013. The table shows gross amounts.

3

Chairman of the Finance and Risk Committee since 13 April 2012, Chairman of the Investment Committee

4

Elected to Vice Chairman as of 13 April 2012.

5

Chairman of the Finance and Risk Committee until 13 April 2012.

6

Elected to Swiss Re’s Board of Directors at the Annual General Meeting of 10 April 2013.

7

Elected to Swiss Re’s Board of Directors at the Annual General Meeting of 13 April 2012.

8

Includes fees for duties on the board of US Group companies.

9

Term of office expired as of 13 April 2012 and did not stand for re-election due to retirement.

Walter B. Kielholz, Chairman

5 137

2 988

1 976

4 964

Mathis Cabiallavetta, Vice Chairman3

2 556

1 482

988

2 470

Renato Fassbind, Vice Chairman4

461

302

202

504

Jakob Baer, Chairman of the Audit Committee

807

484

323

807

Raymund Breu, Member

360

201

134

335

Raymond K.F. Ch’ien, Member

360

212

141

353

John R. Coomber, Member5

495

248

161

409

Mary Francis, Member6

-

120

80

200

Rajna Gibson Brandon, Member

335

197

131

328

C. Robert Henrikson, Chairman of the Compensation Committee7

306

257

171

428

Malcolm D. Knight, Member

332

212

141

353

Hans Ulrich Maerki, Member

328

197

131

328

Carlos E. Represas, Member8

385

273

111

384

Jean-Pierre Roth, Member

284

166

111

277

Robert A. Scott, former Chairman of the Compensation Committee9

145

 

 

 

Total

12 291

7 339

4 801

12 140

Shares held by members of the Board of Directors

The number of shares held by members of the Board of Directors as of 31 December were:

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2013

Walter B. Kielholz, Chairman

399 490

Mathis Cabiallavetta, Vice Chairman

109 177

Renato Fassbind, Vice Chairman

7 655

Jakob Baer, Chairman of the Audit Committee

44 699

Raymund Breu, Member

36 024

Raymond K.F. Ch’ien, Member

15 048

John R. Coomber, Member

140 200

Mary Francis, Member

1 027

Rajna Gibson Brandon, Member

26 047

C. Robert Henrikson, Chairman of the Compensation Committee

4 339

Malcolm D. Knight, Member

7 665

Hans Ulrich Maerki, Member

25 594

Carlos E. Represas, Member

8 900

Jean-Pierre Roth, Member

6 762

Total

832 627

Performance shares for the members of the Board of Directors

In 2009 and 2010, the Chairman and the then-Vice Chairman received half of their respective total fees in the form of a three-year performance share plan. The final number of shares to vest after the three years could vary between 0% and 150% of the original award, depending on Swiss Re’s relative total shareholder return (TSR) ranking against a peer group over the performance period. For a vesting at 150% of the original award, performance on this measure had to be at or above the 75th percentile. The peer group companies comprised Ace LTD, Allianz SE, The Allstate Corporation, Aviva PLC, AXA SA, Credit Suisse Group AG, Assicurazioni Generali S.p.A, Hannnover Rückversicherung AG, ING Groep NV, MetLife Inc, Muenchener Rueckversicherungs-Gesellschaft AG, Prudential Financial Inc, UBS AG and Zurich Insurance Group AG. Awards under this plan were only made in 2009 and 2010.

In March 2013, the 2010 award vested, and based on a third-party assessment of achievement against the performance targets set, Swiss Re achieved a ranking of 3rd out of 15 participants as well as a TSR of 66.19%. Given this performance, the vesting percentage was determined at the maximum 150%.

As of 31 December no performance for the members of the Board of Directors were outstanding.

Vested options held by members of the Board of Directors

Swiss Re does not grant employee stock options to members of the Board of Directors. The stock options shown in the table below were awarded at a time when the recipients were still members of Swiss Re’s executive management. The vested options held by members of the Board of Directors as of 31 December were:

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2013

Weighted average exercise price in CHF

83.04

Walter B. Kielholz, Chairman

40 000

John R. Coomber, Member

130 000

Total

170 000

The underlying exercise prices for the outstanding option series have been adjusted for the special dividend payout in 2013. The vested options held by members of the Board of Directors will expire in 2014 and 2015, and the weighted average exercise price is CHF 83.04 after the adjustment.

Loans to members of the Board of Directors

The table below includes loans for the members of the Board of Directors. The loan was established when the recipient was still a member of Swiss Re’s executive management.

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CHF thousands

2013

Walter B. Kielholz, Chairman

2 000

The mortgage is secured against real estate and its terms and conditions are the same as those available to all Swiss Re employees in Switzerland. It carries a fixed rate and has a maturity of five years. The interest rate corresponds to the five-year Swiss franc swap rate plus a margin of 10 basis points at the time of fixing. To the extent interest rates are preferential, the value of this benefit has been included in the line item “fees and allowances” above.

Related parties transactions

Disclosure on compensation decisions in 2013 covers members of the Group EC and the Board of Directors as indicated, and for both including related parties to the extent applicable. Such related parties cover spouses, partners, children and other dependents or closely linked persons. In 2013 no compensation was paid to any related party.