Independence
Swiss Re’s Group Bylaws stipulate that the Board of Directors consists of at least a majority of independent members. To be considered independent, a director may not be employed as an executive officer of the Group, or have been employed in such function for the previous three years. Moreover, he or she must not have a material relationship with any part of the Group, directly or as a partner, director, or shareholder of an organisation that has a material relationship with the Group. All members of the Board of Directors meet our independence criteria.
The members of the Board of Directors are also subject to procedures to avoid any conflict of interest.
Information about managerial positions and significant business connections of non-executive directors
All members of the Board of Directors are non-executive and independent. Walter B. Kielholz, Chairman of the Board of Directors since 1 May 2009, was Swiss Re’s CEO from 1 January 1997 to 31 December 2002. John R. Coomber was CEO from 1 January 2003 to 31 December 2005. No other director has ever held a management position within the Group. None of the members of the Board of Directors has any significant business connection with Swiss Re Ltd or any of the Group companies.
Other activities and functions
Any activities of Board members in governing and supervisory bodies of important Swiss and foreign organisations, institutions and foundations, as well as permanent management and consultancy functions for important Swiss and foreign interest groups and official functions and political posts, which are material, are stated in each of the directors’ biographies, which can be found in Members.
Changes in 2013
At the Annual General Meeting on 10 April 2013, Mary Francis was elected as a new non-executive and independent member of the Board of Directors for a three-year term of office. At the same time, the shareholders re-elected Walter B. Kielholz, Malcolm D. Knight, Carlos E. Represas and Jean-Pierre Roth for a three-year term of office as members of the Board of Directors. Due to the “Ordinance“ requirements, which foresee that going forward the members of the Board of Directors will be elected annually, the terms will end at the Annual General Meeting 2014.