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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

 

 

 

 

 

 

 

Function

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

 

 

Management

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

 

 

Secretary

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.