Work methods of the Board of Directors and its committees

Convening meetings and invitation

Swiss Re’s Board of Directors oversees governance, audit, compensation, finance and risk, and investment and is supported in this responsibility by its committees. The full Board and its committees meet at the invitation of the Chairman of the Board of Directors as often as business requires or at least quarterly. Any member of the Board of Directors or the Group EC may, for a specific reason, require the Chairman to call an extraordinary Board of Directors or committee meeting. The members of the Board of Directors ensure that they are able to fulfil the responsibilities of their position even in periods when there are increased demands on their time. The Chairman defines the agenda for each meeting and therefore works closely with the chairpersons of the committees and the Group CEO. The agenda, along with any supporting documents, is delivered to the participants as a rule at least ten calendar days in advance of a meeting in order to allow enough preparation time. The Chairman may determine a Board of Directors meeting be held on an ad hoc basis, if circumstances require.

Resolutions and quorum

With regard to Board meetings, a quorum is constituted if at least either the Chairman or the Vice Chairman or the Lead Independent Director are present in person or participate by telephone or video conference, as well as the majority of the members of the Board of Directors. As regards Board committee meetings, a quorum shall be constituted if the majority of the Board committee members are present or participate by telephone or video conference. Resolutions are adopted by majority vote. At Board meetings, in the event of a tie, the Chairman’s vote is decisive. In the event of a tie at Board committee meetings, the item shall be submitted to a vote by the full Board. Board and committee meetings consider and discuss the items on the agenda incorporating presentations by members of the Group EC and, where needed, by other specialist employees or outside advisers. It is contemplated for every meeting that an executive session is held for discussions between the Board of Directors and the Group CEO. Furthermore, private sessions are held for discussions involving all members of the Board of Directors only.

The Board of Directors and its committees can also adopt resolutions by written agreement if no member of the Board of Directors requests a discussion of the topic. A circular resolution may be adopted only, if all the members sign the circular resolution or answer the e-mail respectively. A circular resolution shall be passed if the majority of the total number of Board members (or Board committee members) express their agreement or disagreement with the resolution. Each committee provides a report of its activities and recommendations following a committee meeting at the next Board of Directors meeting. If any significant topic comes up, the committees contact the Board of Directors immediately. It is the responsibility of each committee to keep the full Board of Directors informed on a timely basis as deemed appropriate. Minutes are kept of the discussions and resolutions taken at each meeting of the Board of Directors and its committees.

The table below provides an overview of the meetings of the Board of Directors and its committees held in 2015.

Board of Directors and Board Committee meetings in 2015