Election, qualifications and term of office

Election procedure

Members of the Board of Directors and the Chairman of the Board of Directors are elected individually by the General Meeting of shareholders for a term of office until completion of the next General Meeting of shareholders.

The Chairman’s and Governance Committee evaluates candidates for Board membership and makes recommendations to the Board of Directors for election or re-election proposals. The Board of Directors nominates candidates for Board membership for election at the General Meeting of shareholders, ensuring that the Board retains an adequate size and well-balanced composition and that at least three-quarters of its members are independent.

Qualifications

The Board of Directors must assemble among its members the balance of managerial expertise and knowledge from different fields required for the fulfilment of the oversight responsibility as well as for sound independent decision-making in line with the needs of the business. Membership on the Board of Directors requires a special skill set including international, national, industry or sector specific experience. The prevalence of these skills ensures that Swiss Re Ltd has the relevant expertise required for active involvement and supervision of an international listed company. The Board of Directors needs to assemble the necessary qualifications, skills and diversity to perform all required responsibilities.

Selection criteria

The Board of Directors defines the selection criteria against which candidates for Board membership are assessed. Membership on the Board of Directors requires experience in key sectors such as insurance and reinsurance, finance, accounting, capital markets, risk management and regulatory matters as well as leadership and decision-making experience in a large, complex financial institution. The mandate also demands significant commitment, integrity and intercultural communication competence. The principles of gender and age diversity, inclusion, regional representation, transparency and the avoidance of conflicts of interest are also considered in the nomination process. As determined by applicable law, a Board member may not have any management or executive function within the Swiss Re Group.

Board members’ training

The company aims to constantly develop further the abilities of its Board members. Newly elected Board members receive a comprehensive introduction in order to gain a sound understanding of the Group’s organisation and business, allowing them to perform their duties effectively. All Board members update and enhance their knowledge of emerging business trends and risks through regular meetings with internal and external experts throughout the year.

Term of office

Effective since the Annual General Meeting 2014, the members of the Board of Directors are elected for a term of office until completion of the next General Meeting of shareholders. Members whose term has expired are immediately eligible for re-election.

The term of office of a committee member is described in the section on the committees of the Board of Directors.

First election date

The initial election year of each member is stated in the table in Members of the Board of Directors.