Corporate Governance

Swiss Re’s corporate governance adheres to the SIX Swiss Exchange’s Directive on Information Relating to Corporate Governance, including its annex. It is also in line with the principles of the Swiss Code of Best Practice for Corporate Governance (Swiss Code) of September 2014, issued by economiesuisse, the Swiss business federation. Swiss Re, moreover, conforms to the Swiss Financial Market Supervisory Authority (FINMA) provisions on corporate governance, risk management and internal control systems, which came into effect on 1 January 2009. Swiss Re’s corporate governance also complies with applicable local rules and regulations in all jurisdictions where it conducts business.

The Board of Directors assesses the Group’s corporate governance on an annual basis against relevant best practice standards. It monitors corporate governance developments globally. It receives updates on developments affecting corporate governance and considers the relevant studies and surveys on corporate governance. Information on compensation of and loans to members of the Board of Directors and the Group Executive Committee (Group EC) is included in the Compensation Report and their shareholdings in Swiss Re are listed in the notes to the Swiss Re Ltd financial statements.

Swiss Re’s corporate governance framework

Swiss Re’s Board of Directors is responsible for oversight, while the Group EC is responsible for managing operations. This structure maintains effective mutual checks and balances between the top corporate bodies. Our corporate governance principles and procedures are defined in a series of documents governing the organisation and management of the company. These include at the Group level:

• the Group Code of Conduct, outlining our compliance framework and setting out the basic legal and ethical principles and policies we apply globally;
• the Corporate Governance Guidelines (Guidelines), setting forth the Group’s governance framework, principles and processes, ensuring efficient and consistent corporate governance across the Group;
• the Articles of Association, defining the legal and organisational framework of the Group’s holding company (available at http://www.swissre.com/about_us/corporate_governance/corporate_regulations.html);
• the Group Bylaws, defining the governance structure within the Group as well as the responsibilities of the Board of Directors, Chairman, Vice Chairman, Lead Independent Director, Board committees, Group EC, Group CEO and of the further individual Group EC members including the Regional Presidents; furthermore they describe the relevant reporting procedures;
• the Board Committee Charters, outlining the duties and responsibilities of the Board committees; and
• the instructions and guidelines describing working methods, governance processes and timetables of the Board of Directors and Board committees.

In addition, they include at the Business Unit level:

• Business Unit Bylaws, defining the governance structure and principles within the Business Units Reinsurance, Corporate Solutions and Life Capital in line with the Group Bylaws.

2015 Key focus areas

Binding AGM votes on Board of Directors and Group EC compensation

The Annual General Meeting 2014 had approved the amendments to the Articles of Association required to comply with the “Ordinance Against Excessive Compensation at Public Corporations” (Ordinance) which became effective on 1 January 2014. Based on the new provisions, the Annual General Meeting 2015 was asked to vote with a binding effect on the compensation for the Board of Directors and the Group EC. Proposals with respect to the following three motions were submitted to the Annual General Meeting 2015 for binding votes: 1. the maximum aggregate amount of the compensation of the Board of Directors for the next term of office; 2. the maximum aggregate amount for the fixed and variable long-term compensation of the Group EC for the financial year 2016; and 3. the aggregate amount of variable short-term compensation of the Group EC for the financial year 2014. The Annual General Meeting 2015 approved the compensation motions with overwhelming majorities of 86% and two times 90% of the votes validly cast. For the detailed voting results of the Annual General Meeting 2015 please refer to: http://www.swissre.com/investors/events/151st_Annual_General_Meeting.html

Group and Business Unit Bylaws: comprehensive revision

The Board of Directors decided to review the Group and the BU Bylaws comprehensively in 2015 with the following aims: 1. the implementation of corporate governance changes which occurred based on the new Group Target Operating Model and 2. the alignment with the latest best practice corporate governance standards and with new stakeholders’ demands.

Key developments in 2015/beginning of 2016