Report from the Compensation Committee
I am pleased to present the Report from the Compensation Committee related to the business year 2013.
The Compensation Committee continues to review and monitor the overall compensation framework at Swiss Re in light of business needs, existing and new regulatory requirements and market developments. The implementation of the revised compensation framework that was started in 2011 was completed in early 2013. There were no material changes to compensation governance and principles, which are outlined in the following pages.
Swiss Re’s compensation plans are continuously reviewed and (if appropriate) updated to ensure they align with the interests of shareholders and other stakeholders. In addition to market competitive base salaries, pensions and benefits, Swiss Re continues to reward employee performance through proven incentives. Results achieved in the previous performance year are rewarded with a short-term variable cash incentive, with performance over a three-year period reflected in a deferred cash component. A select number of key senior employees are also granted a long-term award that provides a forward-looking incentive for sustainable and successful performance.
US GAAP and Economic Value Management (EVM) based business results continue to be the main drivers for variable compensation. The strong 2012 business results led to an increase of the incentive pools compared to 2011. The 2013 business performance of the Group was again positive leading to compensation levels which are broadly similar to 2012.
As always, the Compensation Committee works continuously to gauge and improve its own effectiveness. It also maintains regular interactions with the Swiss Financial Market Supervisory Authority FINMA, as well as monitoring other regulatory developments including Solvency II and Swiss corporate law.
On 1 January 2014, the Ordinance Against Excessive Compensation at Public Corporations (the Ordinance) came into force. The Ordinance will have strong implications for compensation governance. During 2013, the Compensation Committee focused its efforts on preparing for the changes that will be implemented starting in 2014. The main changes are outlined below:
- Yearly individual election of the members of the Board of Directors and of the Compensation Committee, as well as the Chairman of the Board of Directors, by the Annual General Meeting of shareholders.
- Inclusion of the overarching compensation principles in the Articles of Association.
- Introduction of a binding shareholders’ vote on remuneration for the Board of Directors and the Group Executive Committee (Group EC) at the Annual General Meeting in 2015.
- Adjustments to the Compensation Report in line with the new requirements under the Ordinance as of the reporting year 2014.
- Adjustments to employment contracts of the Group EC members in line with the provisions of the Ordinance.
These changes strengthen the responsibilities of shareholders in compensation matters. Current governance at Swiss Re is already well aligned to the recent developments. This includes the non-binding vote on the Compensation Report (introduced in 2010) and the regular efforts to ensure transparent disclosure and communication about compensation.
The Compensation Committee is satisfied that this Compensation Report provides a comprehensive view of the compensation framework at Swiss Re. In addition, the Compensation Report provides disclosure for 2013 compensation decisions. The Report is divided into four sections:
- Compensation context and highlights in 2013
- Compensation governance
- Compensation framework
- Compensation decisions in 2013
Zurich, 17 March 2014
C. Robert Henrikson
Chairman of the Compensation Committee