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Allocation of tasks within the Board of Directors

Chairman of the Board of Directors

The Chairman of the Board of Directors exercises ultimate supervision of the Group on behalf of the Board. He has the right to attend the meetings of the Group EC and the Business Units and receives all corresponding documentation and minutes. He ensures adequate reporting by the Group CEO and the Group EC to the Board of Directors and facilitates their communication with the Board. He is also responsible, with the chairperson of the Audit Committee, for overseeing Group Internal Audit and appoints its head, subject to confirmation by the Audit Committee.

The Chairman convenes meetings of the Board and its committees and makes preparations for, and presides over, Board meetings. The Chairman coordinates the activities of Board committees and ensures that the Board is kept informed about the committees’ activities and findings. In cases of doubt, the Chairman makes decisions about the authority of the Board or its committees and about interpreting and applying the Group Bylaws.

The Chairman presides at General Meetings of Shareholders and represents the Group vis-à-vis shareholders and other stakeholders such as regulatory and political authorities, industry associations, or the media.

The Chairman arranges introduction for new Board members and appropriate training for all Board members.

If the Chairman of the Board is prevented from performing any of these duties, one of the Vice Chairmen or another member of the Board will assume them.

Vice Chairmen

One of the Vice Chairmen will act in place of the Chairman in the latter’s absence or in the event of a conflict of interest of the Chairman. A Vice Chairman may prepare and execute Board resolutions on request of the Board and liaises between the Board and the Group EC in matters not reserved to the Chairman.

Committees of the Board of Directors

The Board has delegated certain responsibilities, including the preparation and execution of its resolutions, to five committees: the Chairman’s and Governance Committee, the Audit Committee, the Compensation Committee, the Finance and Risk Committee and the Investment Committee.

Each committee consists of a chairperson and at least two other members elected from among the Board of Directors. The term of office of a Board committee member is one year, beginning with the appointment at the Board meeting following an Annual General Meeting and ending at the Board meeting following the subsequent Annual General Meeting.

Each committee is governed by a Charter which defines the committee’s responsibilities. The committees operate in line with the Group Bylaws and according to their respective Charters. The committees have the following overall responsibilities:

Board committee memberships

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Name

Chairman’s and Governance Committee

Audit Committee

Compensation Committee

Finance
and Risk Committee

Investment Committee

Walter B. Kielholz

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(chair)

 

 

 

 

 

 

 

 

Mathis Cabiallavetta

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(chair)

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(chair)

Renato Fassbind

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Jakob Baer

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(chair)

 

 

 

 

 

 

Raymund Breu

 

 

 

 

 

 

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Raymond K. F. Ch’ien

 

 

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John R. Coomber

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Mary Francis

 

 

 

 

 

 

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Rajna Gibson Brandon

 

 

 

 

 

 

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C. Robert Henrikson

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(chair)

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Malcolm D. Knight

 

 

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Hans Ulrich Maerki

 

 

 

 

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Carlos E. Represas

 

 

 

 

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Jean-Pierre Roth

 

 

 

 

 

 

 

 

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Chairman’s and Governance Committee

Responsibilities

The Chairman’s and Governance Committee’s primary function is to act as advisor to the Chairman and to address corporate governance issues affecting the Group. It is in charge of the succession planning process at the Board of Directors level and oversees the annual performance assessment and self-assessment at both the Board of Directors and Group EC level.

Members

Audit Committee

Responsibilities

The central task of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities as they relate to the integrity of Swiss Re’s and the Group’s financial statements, the Swiss Re Group’s compliance with legal and regulatory requirements, the external auditor’s qualifications and independence, and the performance of the Swiss Re Group’s internal audit function (GIA) and the Group’s external auditor. The Audit Committee serves as an independent and objective monitor of Swiss Re’s and the Group’s financial reporting process and system of internal control, and facilitates ongoing communication between the external auditor, Group EC, Business Units, GIA, and the Board with regard to the Swiss Re Group’s financial situation.

Members

Independence and other qualifications

All members of the Audit Committee are non-executive and independent. In addition to the independence criteria applicable to Board members for other committee memberships, members of the Audit Committee may not accept any consulting, advisory, or other compensation fee from the Swiss Re Group, and will be required to possess such additional attributes as the Board may, from time to time, specify. Each member of the Audit Committee has to be financially literate. At least one member must possess the attributes to qualify as an Audit Committee financial expert, as determined by the Board of Directors. Members of the Audit Committee should not serve on audit committees of more than two listed companies outside the Swiss Re Group. Audit Committee members have to advise the Chairman before accepting any further invitation to serve on an audit committee of another listed company outside the Group.

Compensation Committee

Responsibilities

The Compensation Committee’s primary function is to propose to the Board for approval compensation principles in line with the Swiss Re Group’s legal and regulatory requirements and, within those approved principles, to determine the establishment of new (and amendments to existing) compensation plans, and determine, or propose as appropriate, individual compensation as outlined in its Charter. The Compensation Committee will also ensure that compensation plans do not encourage inappropriate risk-taking within the Swiss Re Group and that all aspects of compensation are fully compliant with remuneration disclosure requirements.

Members

Finance and Risk Committee

Responsibilities

The Finance and Risk Committee annually reviews the Group Risk Policy and proposes it for approval to the Board of Directors, reviews the Risk Control Framework and important risk exposures, including new products, strategic expansions, and compensation related risks. It reviews critical underwriting standards as well as principles used in internal risk measurement, asset and liability valuation, capital and liquidity adequacy assessment, and economic performance management. In addition, it reviews the Group’s funding structure, as well as capital and liquidity management activities.

Members

Investment Committee

Responsibilities

The Investment Committee approves strategic asset allocation and reviews tactical asset allocation decisions. It reviews the monthly performance of all financial assets of the Swiss Re Group and makes proposals to the Board on strategic holdings. It reviews the risk analysis methodology as well as the valuation methodology related to each asset class and ensures that the relevant management processes and controlling mechanisms in Asset Management are in place.

Members