12 Share ownership, options and related instruments of governing bodies

The section below is in line with articles 663c para. 3 and 959c para. 2 cif. 11 of the Swiss Code of Obligations, which requires disclosure of shareholdings, options and related instruments held by Swiss Re’s members of the Board of Directors and Group Executive Committee (Group EC) at the end of the reporting year and of share-based compensation for the Board of Directors during the reporting year. Further disclosures in respect of board and management compensation, and persons closely related, are detailed in the Compensation Report of the Financial Report of the Swiss Re Group.

Share ownership

The number of shares held as of 31 December were:

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Members of the Group EC

2014

2015

1

Chairman Admin Re® until May 2015.

Michel M. Liès, Group CEO

187 690

262 808

David Cole, Group Chief Financial Officer

28 755

54 207

John Dacey, Group Chief Strategy Officer, Chairman Admin Re®1

45

171

Guido Fürer, Group Chief Investment Officer

32 315

42 302

Agostino Galvagni, CEO Corporate Solutions

64 860

65 816

Jean-Jacques Henchoz, CEO Reinsurance EMEA

38 280

35 476

Christian Mumenthaler, CEO Reinsurance

40 000

50 000

Moses Ojeisekhoba, CEO Reinsurance Asia

14 369

26 404

J. Eric Smith, CEO Swiss Re Americas

0

16 990

Matthias Weber, Group Chief Underwriting Officer

57 649

25 410

Thomas Wellauer, Group Chief Operating Officer

75 973

116 111

Total

539 936

695 695
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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

Share-based compensation

The share-based compensation for the members of the Board of Directors for 2014 and 2015 was:

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2014

 

2015

 

USD millions

Fees in blocked shares1 (CHF thousands)

Number of shares2

Fees in blocked shares1
(CHF thousands)

Number of shares2

1

Represents the portion (40%) of the total fees for the members of the Board of Directors that is delivered in Swiss Re Ltd shares, with a four-year blocking period.

2

The number of shares is calculated by dividing the 40% portion of the total fees with the average closing price of the shares on the SIX Swiss Exchange during the ten trading days preceding the AGM less the amount of any dividend resolved by the AGM.

3

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

4

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

5

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

6

Vice Chairman until 21 April 2015.

7

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

8

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

9

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

10

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

Walter B. Kielholz, Chairman

1 955

26 220

1 906

21 531

Renato Fassbind, Vice Chairman and Chairman of the Audit Committee3

316

4 234

350

3 955

Jakob Baer, former Chairman of the Audit Committee4

87

1 165

n/a

n/a

Raymund Breu, former Member5

130

1 740

36

403

Mathis Cabiallavetta, Member6

977

13 110

359

4 059

Raymond K.F. Ch’ien, Member

140

1 873

136

1 538

John R. Coomber, former Member4

43

583

n/a

n/a

Mary Francis, Member7

132

1 764

136

1 538

Rajna Gibson Brandon, Member

130

1 740

126

1 429

C. Robert Henrikson, Chairman of the Compensation Committee

184

2 469

185

2 088

Malcolm D. Knight, former Member4

38

510

n/a

n/a

Hans Ulrich Maerki, Member

137

1 837

136

1 538

Trevor Manuel, Member8

 

 

77

868

Carlos E. Represas, Member9

110

1 472

107

1 209

Jean-Pierre Roth, Member

110

1 472

107

1 209

Philip K. Ryan, Chairman of the Finance and Risk Committee8,9

 

 

168

1 894

Susan L. Wagner, Chairman of the Investment Committee10

94

1 267

197

2 218

Total

4 583

61 456

4 026

45 477

Restricted shares

For the year ended 31 December 2014 and 2015, neither the members of the Group EC nor the members of the Board of Directors held any restricted shares.

Vested options

The following vested options were held by members of Group governing bodies as of 31 December:

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Members of the Group EC

2014

2015

Weighted average strike price in CHF

74.34

n/a

Michel Liès, Group CEO

15 000

0

Matthias Weber, Group Chief Underwriting Officer

3 500

0

Total

18 500

0
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Members of the Group EC

2014

2015

Weighted average strike price in CHF

74.34

n/a

Walter B. Kielholz, Chairman

20 000

0

Total

20 000

0

The vested options held by members of Group governing bodies as of 31 December 2014 expired in 2015. The underlying strike price for the outstanding option series has been adjusted for special dividend payouts. The stock options shown in the table above for the member of the Board of Directors was awarded at a time when the recipient was still a member of Swiss Re’s executive management.