Election and term of office
Members of the Board of Directors are elected individually by the shareholders’ meeting.
The Chairman’s and Governance Committee evaluates candidates for Board membership and makes recommendations to the Board for election or re-election proposals. The Board nominates candidates for Board membership for election at the shareholders’ meeting, ensuring that the Board retains an adequate size and well-balanced composition and that the majority of the Board remains independent.
The Board aims to assemble among its members the requisite balance of managerial expertise and knowledge from different fields required for sound independent decision-making according to business needs. Potential new candidates are assessed against Board approved selection criteria, which include: integrity, selected skills and qualifications, experience, communication ability and community standing. Swiss Re’s Board members represent a wide range of backgrounds and capabilities in such key areas as insurance and reinsurance, finance, accounting, capital markets, risk management and regulatory topics. The company aims to constantly develop further the abilities of its Board members. Newly elected Board members receive a comprehensive introduction in order to gain a sound understanding of the Group’s organisation and business, allowing them to perform their duties effectively. All Board members update and enhance their knowledge of emerging business trends and risks through regular meetings with internal and external experts throughout the year.
Term of office
Historically, the regular term of a directorship was three years. It began with the date of election at the Annual General Meeting and ended at the third subsequent Annual General Meeting. Effective with the Annual General Meeting of shareholders 2014, the term will be one year.
Members whose term has expired are immediately eligible for re-election. Members who reach the age of 70 during a regular term of office shall resign at the Annual General Meeting after reaching that age, although the Board can exempt a member from this age limit under exceptional circumstances.
The term of office of a committee member is described in the section on the committees of the Board of Directors.
First election date and remaining term of each director
In line with good corporate governance, Swiss Re’s Board of Directors’ terms were composed in a way that they would lead to a staggered renewal of the Board. Going forward the Ordinance requires an annual re-election. The initial election year as well as the end of the current term of office of each member are stated in the table in Members of the Board of Directors.