Compensation governance

Function

Description of role and responsibilities

Board of Directors

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Reviews and approves the compensation framework and related matters as proposed and endorsed by the Compensation Committee

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Further details can be found in the Corporate Governance section in Board of Directors

Compensation Committee

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Composed of independent directors (as defined in the Corporate Bylaws) who are experienced and familiar with regulatory requirements, compensation practices and trends, particularly also relating to risk-related compensation issues

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Authorised to propose, approve or endorse compensation changes as defined in its Charter

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Responsible for making recommendations and overseeing the design and implementation of compensation principles, policy, framework, plans and disclosure

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Reviews principles, policies and plans annually to ensure that they remain in line with Swiss Re’s objectives and strategy, shareholders' interests as well as legal and regulatory requirements

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Proposes the targets set for future compensation plans and the performance factors for plans that are due to vest

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Acts on behalf of the Board of Directors in reviewing and approving, as appropriate, compensation proposals for senior management, ensuring that they comply with the Compensation Policy

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Provides regular updates on its activities to the full Board of Directors

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Further details can be found in the Corporate Governance section in Allocation of tasks

Management

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The Group Chief Executive Officer (CEO), Group Chief Operating Officer and Chief Human Resources Officer are normally invited to attend Compensation Committee meetings

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Other members of senior management may attend as deemed appropriate by the Compensation Committee

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No individual may attend any part of a meeting where his or her own compensation is discussed

Secretary

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The Head of Compensation, Benefits & International Mobility serves as the Secretary to the Compensation Committee and attends its meetings (apart from the Executive Sessions)

External Advisors

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Mercer – provide information about remuneration trends and advice on executive compensation issues

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Niederer Kraft & Frey AG – provide legal advice, mainly about specific aspects of compliance and disclosure matters

These advisors are retained by the Compensation Committee. They supply the Compensation Committee with an external perspective and occasionally provide other services to Swiss Re. During 2013 the Compensation Committee also received advice from Hostettler, Kramarsch & Partner AG relating to compensation.