Corporate Governance

Transparent and comprehensive disclosure of the Group’s governance structure and governance processes is indispensable to support the assessment of the quality of the Group’s organisation and business conduct.

Swiss Re’s corporate governance adheres to the SIX Swiss Exchange’s Directive on Information Relating to Corporate Governance, including its annex. It is also in line with the principles of the Swiss Code of Best Practice for Corporate Governance (Swiss Code) issued in 2002 by economiesuisse, the Swiss business federation. An additional appendix was issued in 2007 which deals with compensation principles. Swiss Re, moreover, conforms to the Swiss Financial Market Supervisory Authority (FINMA) provisions on corporate governance, risk management and internal control systems, which came into effect on 1 January 2009. Swiss Re’s corporate governance also complies with applicable local rules and regulations in all jurisdictions where it conducts business. The Board of Directors assesses the Group’s corporate governance on an annual basis against relevant best practice standards. It monitors corporate governance developments globally. It receives updates on developments affecting corporate governance from selected jurisdictions and considers the relevant studies and surveys on corporate governance. Information on compensation, shareholdings of and loans to members of the Board of Directors and the Group Executive Committee (Group EC) is provided in Compensation and in the notes to the Group financial statements included in this report.

Swiss Re’s corporate governance framework

Swiss Re’s Board of Directors is responsible for oversight, while the Group EC is responsible for managing operations. This structure maintains effective mutual checks and balances between the top corporate bodies. Our corporate governance principles and procedures are defined in a series of documents governing the organisation and management of the company. These include at the Group level:

• the Code of Conduct, outlining our compliance framework and setting out the basic legal and ethical principles and policies we apply globally;
• the Corporate Governance Guidelines, (Guidelines) setting forth the Group’s governance framework, principles and processes, ensuring efficient and consistent corporate governance across the Group;
• the Articles of Association, defining the legal and organisational framework of the Group’s holding company;
• the Group Bylaws, defining the governance structure within the Group as well as the responsibilities of the Board of Directors, Chairman, Board committees, Group EC, Group CEO and Regional Presidents and the relevant reporting procedures;
• the Board Committee Charters, outlining the duties and responsibilities of the Board committees;
• the Group committee charters, outlining the duties and responsibilities of the committees at the Group EC level;
• the instructions and guidelines describing working methods, governance processes and timetables of the Board of Directors and Board committees.

Furthermore, they include at the Business Unit level:

• Business Unit regulations, defining the governance structure and principles within the Business Units Reinsurance, Corporate Solutions and Admin Re^® in line with the Group Bylaws.

2013 focus areas

Review Corporate Governance Guidelines

The Group’s new Guidelines have been in force since 1 January 2013. At the end of 2013 the Board of Directors reviewed and amended the Guidelines based on recommendations by the Chairman’s and Governance Committee. The stakeholders working with the Guidelines had been asked for feedback on the Group’s governance requirements and related processes. The amendments aim to streamline governance processes as far as possible to gain efficiency while maintaining high-quality corporate governance.

Governance compliance review across the Group

In 2013, the Group’s legal entities were reviewed in a comprehensive exercise across the Group for their compliance with the Guidelines and the respective governance requirements. The Board of Directors of the Group’s most important legal entities have conducted governance self-assessments and the remaining legal entities were asked to complete a certification process. The results of the exercise showed that the Group’s legal entities have fit-for-purpose governance structures.

Diversity

Diversity is important to the Group. Swiss Re drives several external and internal initiatives supporting diversity in various areas. In line with those efforts the Group is pleased that with the election of Mary Francis, the Board of Directors currently has two female members.

Introduction of electronic voting at AGM 2013

In order to facilitate voting for shareholders not able to attend the Annual General Meeting physically, Swiss Re introduced at the Annual General Meeting 2013 — as one of the first publicly listed Swiss companies — the possibility for the shareholders to instruct the Independent Proxy electronically via the investor web service on www.sherpany.com/swissre.

“Minder” ordinance

The “Ordinance Against Excessive Compensation at Public Corporations” (the Ordinance) entered into effect on 1 January 2014. Swiss Re is undertaking the steps necessary to ensure timely compliance with the Ordinance’s requirements. The requirement of electronic voting had already been introduced at the Annual General Meeting 2013. To the extent necessary amendments to the Articles of Association will be proposed to the Annual General Meeting 2014 for approval. Furthermore, starting with the Annual General Meeting 2014, the shareholders will elect annually and individually for a one-year term all the members of the Board of Directors, the Chairman of the Board of Directors as well as the members of the Compensation Committee. The Annual General Meeting 2014 will also elect the Independent Proxy.