Board supervision of executive management
Swiss Re’s Board of Directors maintains effective and consistent oversight and monitors the execution of responsibilities it has delegated to executive management through the following control and information instruments.
Participation of Board members at executive management meetings
The Chairman of the Board is invited to all meetings of the Group EC and Business Unit Executive Committees and receives the corresponding documentation and minutes.
The Board committees are entitled to conduct or authorise special investigations at any time and at their full discretion into any matters within their respective scope of responsibilities, taking into consideration relevant peer group practice and general best practice. The committees are empowered to retain independent counsel, accountants or other experts if deemed necessary.
Involvement of executive management in meetings of the Board of Directors
As a matter of principle, some (or all) members of the Group EC are requested to attend the meetings of the Board of Directors as advisers. The members of the Group EC do not attend the constitutional meeting of the Board of Directors following the Annual General Meeting and the Board self-assessment session.
The presence of the entire Group EC was required for five Board meetings in 2015. All Group EC members attended these meetings. Selected Group EC members were invited to six further Board meetings. All of these Group EC members participated in the meetings, with the exception of two meetings where one member was excused each time.
Involvement of executive management in Board committee meetings
As a matter of principle, selected members of the Group EC as well as further senior management members participate at Board committee meetings as advisers. The charter of the Board committees specifies management participation at committee meetings.
A detailed summary of executive management participation in Board committee meetings is provided in Work methods of the Board of Directors and its committees.
Periodic reports to Board of Directors and its committees
The executive management regularly provides the Board of Directors with different types of reports, in particular the following reports:
This comprehensive report gives an update on current business developments, covering the Business Units and the Group Functions, including major business transactions, claims, corporate development and key projects.
US GAAP Board Report
The report provides factual financial highlights from an accounting perspective, with a focus on historical development of the business as an informational basis before the publication of results.
EVM Board Report
The report provides factual financial highlights from an economic perspective, with a focus on historical value creation.
Group Performance Management Report
The report tracks actual performance of the Group and the segments against pre-defined financial targets, analyses the impact of management actions and provides information on current challenges.
Global Outlook for Insurance, Reinsurance and Financial Markets
The report describes trends and provides forecasts regarding the economic environment, the Property & Casualty/Life & Health (re)insurance markets and the financial markets.
Benchmarking of Swiss Re against selected peers
The report provides an analysis of the performance of the Swiss Re Group compared to the performance of selected peers.
Swiss Solvency Test Report
The report provides the legally required update on the assessment of the solvency according to the Swiss Solvency Test (SST) of the Swiss Re Group, Swiss Reinsurance Company Ltd, European Reinsurance Company Ltd and Swiss Re Corporate Solutions Ltd.
Swiss Re Liquidity Report
The report describes the liquidity position of the Swiss Re Group in current and in stressed market conditions.
In addition, reports are submitted to the Board committees, such as:
- Actuarial Report
- Claims Report
- Legal Report
- Compliance Report
- Group Internal Audit Report
- Group Tax Report
- Group Risk Report
- Derivative Use Update
- Report on Capital, Liquidity and Treasury Activities
- Group Regulatory Risk Report
- Financial Risk Management Update
- Own Risk and Solvency Assessment
Swiss Re’s Risk Management function provides regular risk reports to the Board of Directors, which are discussed in depth by the Finance and Risk Committee. These reports cover Swiss Re’s compliance with the Group’s risk tolerance criteria, major changes in risk and capital adequacy measures and a description of the Group’s main risk issues, including related risk management actions. The Finance and Risk Committee regularly reports to the full Board of Directors.
Duty to inform on extraordinary events
As soon as the Group CEO or the Group EC becomes aware of any significant extraordinary business development or event, it is obliged to inform the Board of Directors immediately. The Board has specific respective reporting procedures in place.
Right to obtain information
The Board of Directors has complete and open access to the Group CEO and the other members of the Group EC, the Group Chief Legal Officer, the Chief Compliance Officer and the Head of GIA. Any member of the Board of Directors who wishes to have access to any other officer or employee of the Group will coordinate such access through the Chairman. The Chairpersons may approach the Group EC members as well as further key executives directly should they require information supporting the respective Board committee’s duties.
Any member of the Board of Directors may demand at Board meetings to obtain information on any aspect of the Group’s business. Outside Board meetings, any member can direct a request for production of information and business records to the Chairman.
Group Internal Audit
GIA is an independent assurance function, assisting the Board of Directors and Group EC to protect the assets, reputation and sustainability of the organisation. GIA assesses the adequacy and effectiveness of the Group’s internal control system, and adds value through improving the Group’s operations.
GIA applies a risk-based approach, performing its own risk assessment as well as making use of risk assessments performed by the Group’s Risk Management and other assurance functions (after reviewing the quality of the assurance work performed). Based on the results of the risk assessment, GIA produces an annual Audit Plan for review and approval by the Audit Committee. The Audit Plan is updated on a quarterly basis according to the Group’s evolving needs. GIA provides formal quarterly updates on its activities to the Audit Committee, which include audit results, the status of management actions required, the appropriateness of the resources and skills of GIA and any changes in the tools and methodologies it uses.
The Head of GIA meets at least once per quarter with the Audit Committee, and immediately reports any issue which could have a potentially material impact on the business of the Group to the Chairman of the Audit Committee.
GIA has unrestricted access to any of the Group’s property and employees relevant to any function under review. All employees are required to assist GIA in fulfilling its duty. GIA has no direct operational responsibility or authority over any of the activities it reviews.
GIA staff govern themselves by following the Code of Ethics issued by the Institute of Internal Auditors (IIA). The IIA’s International Standards for the Professional Practice of Internal Auditing constitute the operating guidance for the department.
For information regarding the external auditors, please refer to Auditors.