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Annual Report 2015

Compensation for the members of the Board of Directors

The following two tables illustrate (1) the individual compensation for the members of the Board of Directors for the reported financial years 2014 and 2015 and (2) the individual compensation for the members of the Board of Directors paid or payable for the term of office from AGM 2015 to AGM 2016.

(1) Individual Board compensation for the reported financial years 2014 and 2015 was:

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CHF thousands

Total 2014

Fees and allow­ances in cash

Fees in blocked shares

Total 2015

1

Acting as the Lead Independent Director. Chairman of the Audit Committee since 11 April 2014.

2

Term of office expired as of 11 April 2014 and did not stand for re-election.

3

Term of office expired as of 21 April 2015 and did not stand for re-election.

4

Vice Chairman until 21 April 2015.

5

Includes fees received for duties on the board of Luxembourg Group companies.

6

Elected to Swiss Re’s Board of Directors at the Annual General Meeting of 21 April 2015.

7

Includes fees received for duties on the board of US Group companies.

8

Elected to Swiss Re’s Board of Directors at the Annual General Meeting of 11 April 2014.

9

Compensation for the members of the Board of Directors includes fixed fees and allowances both in cash and shares. No sign-on or severance payments have been or are made.

10

Amounts are gross and include social security contributions of the member. Additionally and not included are company contributions to social security systems paid by Swiss Re in line with applicable laws which amounted to CHF 598 083 in 2014 and CHF 478 385 in 2015. For Board members domiciled outside of Switzerland, company social security contributions are refunded, if bilateral social security agreements between Switzerland and the country of domicile apply and provide for such refund.

Walter B. Kielholz, Chairman

4 895

2 866

1 906

4 772

Renato Fassbind, Vice Chairman, Chairman of the Audit Committee1

789

525

350

875

Jakob Baer, former Chairman of the Audit Committee2

217

n/a

n/a

n/a

Raymund Breu, former Member3

331

53

36

89

Mathis Cabiallavetta, Member4

2 451

548

359

907

Raymond K.F. Ch’ien, Member

349

204

136

340

John R. Coomber, former Member2

113

n/a

n/a

n/a

Mary Francis, Member5

444

319

136

455

Rajna Gibson Brandon, Member

332

190

126

316

C. Robert Henrikson, Chairman of the Compensation Committee

460

277

185

462

Malcolm D. Knight, former Member2

95

n/a

n/a

n/a

Hans Ulrich Maerki, Member

350

207

136

343

Trevor Manuel, Member6

 

115

77

192

Carlos E. Represas, Member7

379

271

107

378

Jean-Pierre Roth, Member

274

160

107

267

Philip K. Ryan, Chairman of the Finance and Risk Committee6,7

 

540

168

708

Susan L. Wagner, Chairman of the Investment Committee8

236

294

197

491

Total compensation for the reported financial years9,10

11 715

6 569

4 026

10 595

(2) Individual Board compensation for the term of office between the AGM 2015 and the AGM 2016.

The table below provides more detailed information on the compensation paid or payable to each Board member against the maximum aggregate amount of CHF 10 600 000 as approved by the AGM 2015 (figures in CHF thousands):

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Name, function

Audit Commit­tee

Compen­sation Commit­tee

Finance and Risk Commit­tee

Invest­ment Commit­tee

Base Fees

Commit­tee Fees

Addi­tional Fees1

Total2

Legend: C = Chairperson of the respective Committee, M = Member of the respective Committee

 

1

Includes Vice Chairman fees and subsidiary fees.

2

Excluding company contributions to social security systems paid by Swiss Re in line with applicable laws.

3

Including an amount of approximately CHF 18 000 for minimal benefits.

Walter B. Kielholz, Chairman

 

 

 

 

 

 

 

4 900

Renato Fassbind, Vice Chairman

C

M

 

 

225

500

175

900

Mathis Cabiallavetta, Member

 

 

M

M

225

100

 

325

Raymond K.F. Ch’ien, Member

M

 

 

M

225

125

 

350

Mary Francis, Member

M

 

M

 

225

125

115

465

Rajna Gibson Brandon, Member

 

 

M

M

225

100

 

325

C. Robert Henrikson, Member

 

C

M

 

225

250

 

475

Hans Ulrich Maerki, Member

M

M

 

 

225

125

 

350

Trevor Manuel, Member

 

 

 

M

225

50

 

275

Carlos E. Represas, Member

 

M

 

 

225

50

111

386

Jean-Pierre Roth, Member

 

 

 

M

225

50

 

275

Philip K. Ryan, Member

M

 

C

 

225

375

288

888

Susan L. Wagner, Member

 

 

M

C

225

350

 

575

Total compensation for the term of office from AGM 2015 to AGM 2016

 

 

 

10 5073

Shares held by members of the Board of Directors

The number of shares held by members of the Board of Directors as of 31 December were:

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Members of the Board of Directors

2014

2015

1

Term of office expired as of 21 April 2015 and did not stand for re-election.

2

Elected to Swiss Re’s Board of Directors at the Annual General Meeting of 21 April 2015.

3

Elected to Swiss Re’s Board of Directors at the Annual General Meeting of 11 April 2014.

Walter B. Kielholz, Chairman

425 710

447 241

Renato Fassbind, Vice Chairman and Chairman of the Audit Committee

11 889

15 844

Raymund Breu, former Member1

37 764

n/a

Mathis Cabiallavetta, Member

92 287

71 346

Raymond K.F. Ch’ien, Member

16 921

18 459

Mary Francis, Member

2 791

4 329

Rajna Gibson Brandon, Member

27 787

20 216

C. Robert Henrikson, Chairman of the Compensation Committee

6 808

8 896

Hans Ulrich Maerki, Member

27 431

28 969

Trevor Manuel, Member2

 

868

Carlos E. Represas, Member

10 372

11 581

Jean-Pierre Roth, Member

8 234

8 443

Philip K. Ryan, Chairman of the Finance and Risk Committee2

 

3 394

Susan L. Wagner, Chairman of the Investment Committee3

1 267

3 485

Total

669 261

643 071

Vested options held by members of the Board of Directors

Swiss Re does not grant employee stock options to members of the Board of Directors. The stock options shown in the table below were awarded at a time when the recipients were still members of Swiss Re’s executive management. The following table reflects vested options held by members of the Board of Directors as of 31 December:

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Member of the Board of Directors

2014

2015

Weighted average strike price in CHF

74.34

n/a

Walter B. Kielholz, Chairman

20 000

0

Total

20 000

0

The underlying exercise prices for the outstanding option series have been adjusted for special dividend payouts. The vested options held by members of the Board of Directors expired in 2015.

Loans to members of the Board of Directors

No loans were granted to current or former members of the Board in 2015 and no loans were outstanding as of 31 December 2015.

Related parties transactions

Disclosure on compensation decisions in 2015 covers members of the Group EC and the Board of Directors as indicated, and for both include related parties to the extent applicable. Such related parties cover spouses, partners, children and other dependents or closely linked persons. In 2015 no compensation was paid to any related party.

Compensation for former members of governing bodies

During 2015, payments in the total amount of CHF 0.2 million were made to six former members of the Group EC. This amount is made up of company contributions to social security paid by Swiss Re in line with applicable laws, benefits in the context of the outstanding mortgages and loans not at market rates above, risk benefits as well as company commitments for tax related services.