Compensation governance

Authority for decisions related to compensation are governed by the Articles of Association, the Corporate Bylaws and the Compensation Committee Charter (Charter). The main responsibilities of the Compensation Committee are summarised in the table below.


Roles and Responsibilities









Description of role and responsibilities



Board of Directors

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




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



Compensation Committee

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




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




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




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




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




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




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




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




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




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




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




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

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




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.