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 |
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Walter B. Kielholz, Chairman |
5 137 |
2 988 |
1 976 |
4 964 |
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Mathis Cabiallavetta, Vice Chairman3 |
2 556 |
1 482 |
988 |
2 470 |
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Renato Fassbind, Vice Chairman4 |
461 |
302 |
202 |
504 |
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Jakob Baer, Chairman of the Audit Committee |
807 |
484 |
323 |
807 |
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Raymund Breu, Member |
360 |
201 |
134 |
335 |
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Raymond K.F. Ch’ien, Member |
360 |
212 |
141 |
353 |
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John R. Coomber, Member5 |
495 |
248 |
161 |
409 |
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Mary Francis, Member6 |
- |
120 |
80 |
200 |
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Rajna Gibson Brandon, Member |
335 |
197 |
131 |
328 |
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C. Robert Henrikson, Chairman of the Compensation Committee7 |
306 |
257 |
171 |
428 |
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Malcolm D. Knight, Member |
332 |
212 |
141 |
353 |
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Hans Ulrich Maerki, Member |
328 |
197 |
131 |
328 |
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Carlos E. Represas, Member8 |
385 |
273 |
111 |
384 |
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Jean-Pierre Roth, Member |
284 |
166 |
111 |
277 |
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Robert A. Scott, former Chairman of the Compensation Committee9 |
145 |
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Total |
12 291 |
7 339 |
4 801 |
12 140 |
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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 |
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Walter B. Kielholz, Chairman |
399 490 |
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Mathis Cabiallavetta, Vice Chairman |
109 177 |
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Renato Fassbind, Vice Chairman |
7 655 |
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Jakob Baer, Chairman of the Audit Committee |
44 699 |
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Raymund Breu, Member |
36 024 |
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Raymond K.F. Ch’ien, Member |
15 048 |
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John R. Coomber, Member |
140 200 |
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Mary Francis, Member |
1 027 |
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Rajna Gibson Brandon, Member |
26 047 |
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C. Robert Henrikson, Chairman of the Compensation Committee |
4 339 |
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Malcolm D. Knight, Member |
7 665 |
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Hans Ulrich Maerki, Member |
25 594 |
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Carlos E. Represas, Member |
8 900 |
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Jean-Pierre Roth, Member |
6 762 |
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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 |
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Weighted average exercise price in CHF |
83.04 |
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Walter B. Kielholz, Chairman |
40 000 |
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John R. Coomber, Member |
130 000 |
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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 |
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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.