Compensation for the members of the Board of Directors

The following two tables illustrate (1) the individual compensation for the members of the Board of Directors for the reported financial years 2015 and 2016 and (2) the individual compensation for the members of the Board of Directors paid or payable for the term of office from AGM 2016 to AGM 2017.

(1) Individual Board compensation for the reported financial years 2015 and 2016 was:

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CHF thousands

Total 2015

Fees and allow­ances in cash

Fees in blocked shares

Total 2016

1

Acting also as the Lead Independent Director.

2

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

3

Term of office expired at the AGM of 22 April 2016 and did not stand for re-election.

4

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

5

Elected to Swiss Re’s Board of Directors at the AGM of 21 April 2015.

6

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

7

Elected to Swiss Re’s Board of Directors at the AGM of 22 April 2016.

8

Compensation for the members of the Board of Directors includes fixed fees (cash and shares) and minimal allowances. No sign-on or severance payments have been or are made.

9

Amounts are gross and include social security contributions of the Board member. Additionally and not included are company contributions to social security systems paid by Swiss Re in line with applicable laws which amounted to CHF 478 385 in 2015 and CHF 410 271 in 2016. For Board members domiciled outside of Switzerland, company social security contributions are refunded, if bilateral social security agreements between Switzerland and the country of domicile apply and provide for such refund.

Walter B. Kielholz, Chairman

4 772

2 939

1 955

4 894

Renato Fassbind, Vice Chairman, Chairman of the Audit Committee1

875

538

359

897

Raymund Breu, former Member2

89

n/a

n/a

n/a

Mathis Cabiallavetta, former Member3

907

63

39

102

Raymond K.F. Ch’ien, Member

340

199

133

332

Mary Francis, Member4

455

324

140

464

Rajna Gibson Brandon, Member

316

195

130

325

C. Robert Henrikson, Chairman of the Compensation Committee

462

284

190

474

Hans Ulrich Maerki, former Member3

343

63

42

105

Trevor Manuel, Member5

192

196

131

327

Carlos E. Represas, Member6

378

278

110

388

Jean-Pierre Roth, former Member3

267

50

33

83

Philip K. Ryan, Chairman of the Finance and Risk Committee5,6

708

654

239

893

Sir Paul Tucker, Member7

n/a

136

91

227

Susan L. Wagner, Chairman of the Investment Committee

491

344

229

573

Total compensation for the reported financial years8,9

10 595

6 263

3 821

10 084

(2) Individual Board compensation for the term of office between the AGM 2016 and the AGM 2017.

The table below provides more detailed information on the compensation paid or payable to each Board member against the maximum aggregate amount of CHF 10 100 000 as approved by the AGM 2016 (figures in CHF thousands):

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Name, function

Audit Commit­tee

Compen­sation Commit­tee

Finance and Risk Commit­tee

Invest­ment Commit­tee

Base Fees

Commit­tee Fees

Addi­tional Fees1

Total2

Legend: C = Chairperson of the respective Committee, M = Member of the respective Committee

 

1

Includes Vice Chairman fees and subsidiary fees.

2

Excluding company contributions to social security systems paid by Swiss Re in line with applicable laws.

3

Including an amount of approximately CHF 11 000 for minimal benefits.

Walter B. Kielholz, Chairman

 

 

 

 

 

 

 

4 900

Renato Fassbind, Vice Chairman

C

M

 

 

225

500

175

900

Raymond K.F. Ch’ien, Member

 

M

 

M

225

100

 

325

Mary Francis, Member

M

 

M

 

225

125

115

465

Rajna Gibson Brandon, Member

 

 

M

M

225

100

 

325

C. Robert Henrikson, Member

 

C

M

 

225

250

 

475

Trevor Manuel, Member

M

 

 

M

225

125

 

350

Carlos E. Represas, Member

 

M

 

 

225

50

113

388

Philip K. Ryan, Member

M

 

C

 

225

375

295

895

Sir Paul Tucker, Member

 

 

M

M

225

100

 

325

Susan L. Wagner, Member

 

 

M

C

225

350

 

575

Total compensation for the term of office from AGM 2016 to AGM 2017

9 9343

Shares held by members of the Board of Directors

The number of shares held by members of the Board of Directors as of 31 December were:

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Members of the Board of Directors

2015

2016

1

Acting also as the Lead Independent Director.

2

Term of office expired at the AGM of 22 April 2016 and did not stand for re-election

3

Elected to Swiss Re’s Board of Directors at the AGM of 21 April 2015.

4

Elected to Swiss Re’s Board of Directors at the AGM of 22 April 2016.

Walter B. Kielholz, Chairman

447 241

414 613

Renato Fassbind, Vice Chairman, Chairman of the Audit Committee1

15 844

19 954

Mathis Cabiallavetta, former Member2

71 346

n/a

Raymond K.F. Ch’ien, Member

18 459

19 978

Mary Francis, Member

4 329

5 927

Rajna Gibson Brandon, Member

20 216

21 700

C. Robert Henrikson, Chairman of the Compensation Committee

8 896

11 065

Hans Ulrich Maerki, former Member2

28 969

n/a

Trevor Manuel, Member3

868

2 363

Carlos E. Represas, Member

11 581

12 837

Jean-Pierre Roth, former Member2

8 443

n/a

Philip K. Ryan, Chairman of the Finance and Risk Committee3

3 394

6 134

Sir Paul Tucker, Member4

n/a

1 036

Susan L. Wagner, Chairman of the Investment Committee

3 485

6 111

Total

643 071

521 718

Vested options held by members of the Board of Directors

For the years ended 31 December 2015 and 2016, no member of the Board of Directors held any vested options.

Loans to members of the Board of Directors

No loans were granted to current or former members of the Board in 2016 and no loans were outstanding as of 31 December 2016.

Related parties transactions

Disclosure on compensation decisions in 2016 covers members of the Board of Directors and the Group EC as indicated, and for both include related parties to the extent applicable. Such related parties cover spouses, partners, children and other dependents or closely linked persons. In 2016 no compensation was paid to any related party.

Compensation for former members of governing bodies

During 2016, payments to the total amount of CHF 0.1 million were made to five former members of the Group EC. This amount is made up of company contributions payable by Swiss Re to governmental social security systems in line with applicable laws, benefits in the context of the outstanding mortgages and loans not at market rates, risk benefits and company commitments for tax related services.

Shareholder Compensation Resolutions and Awarded Compensation

The following explanations give an overview of the applicable framework in Swiss Re’s Articles of Association based on the Ordinance, the high acceptance by the shareholders in the AGM 2016 of the respective motions by the Board of Directors and the reconciliation of the shareholders’ resolutions with the compensation awarded in the reporting year 2016.

Framework of the Articles of Association

In accordance with Art. 22 of the Articles of Association, the Shareholders’ Meeting shall approve annually and with binding effect the proposals of the Board of Directors in relation to:

a) the maximum aggregate amount of compensation of the Board of Directors for the next term of office;

b) the maximum aggregate amount of (i) fixed compensation and (ii) long-term compensation of the Group EC for the following financial year; and

c) the aggregate amount of short-term compensation of the Group EC for the preceding completed financial year.

AGM 2016 voting results

At the AGM on 22 April 2016, shareholders approved for the second time the maximum aggregate prospective compensation of the members of the Board of Directors (88.3% approval). Shareholders also approved (i) the maximum aggregate prospective fixed compensation and variable long-term compensation and (ii) the aggregate retrospective variable short-term compensation of the Group EC. The outcomes were 89.5% and 90.3% approval respectively. As in previous years, the 2015 Compensation Report was subject to a consultative vote and was approved by 89.5% of the shareholder votes.

Reconciliation of AGM 2015 resolutions for Group EC compensation1

At the AGM 2015, shareholders approved a prospective maximum aggregate amount of CHF 31.0 million for fixed compensation and variable long-term compensation for the financial year 2016 for the 12 members holding positions in the Group EC at the time of the AGM 2015.

The amount of fixed compensation and variable long-term compensation effectively granted to these 12 members of the Group EC during the financial year 2016 amounted to CHF 29.5 million and also covers adjustments in the compensation of existing members of the Group EC as a result of their promotions as per 1 July 2016 to new Group CEO and new CEO Reinsurance respectively, and the related additional costs. The amount also includes contractual salary payments in 2016 for the former Group CEO (see the comments on Compensation decisions for the Group EC).

The CHF 31.0 million did not account for additional fixed compensation and variable long-term compensation required as a result of the changes in the Group EC in 2016, announced after the AGM 2015. For such compensation for the year 2016 an “additional amount” (Zusatzbetrag) is available pursuant to the Ordinance and Art. 23 of the Articles of Association per person and applicable compensation period amounting to a maximum of 20% of the aggregate amount of compensation for the Group EC last approved by the Shareholders’ Meeting. This additional amount available was therefore CHF 12.4 million in total for the two new members of the Group EC.

Pursuant to applicable rules, the compensation for the two new members of the Group EC, Thierry Léger promoted to CEO Life Capital as from 1 January 2016 and Jayne Plunkett promoted to CEO Reinsurance Asia as from 1 July 2016, was first allocated in the amount of CHF 1.5 million to exhaust the approved compensation amount of CHF 31.0 million and then in the amount of CHF 2.2 million against the additional amount available of CHF 12.4 million of which CHF 1.2 million relates to compensation for Thierry Léger and CHF 1.0 million for Jayne Plunkett. The variable short-term compensation for the financial year 2016 is not part of the additional amount and it will be approved retrospectively by the AGM 2017 as part of the total variable short-term compensation of the Group EC. The compensation granted to the 14 members of the Group EC, which includes the previous CEO Michel Liès, for the financial year 2016 is shown on Compensation decisions for the Group EC.

Reconciliation of AGM 2016 resolution for Board of Director’s compensation1

At the AGM 2016, shareholders approved the maximum aggregate amount of compensation for the 11 members of the Board of Directors for the term of office from the AGM 2016 to the AGM 2017 of CHF 10.1 million.

As shown above, the compensation paid to the 11 members of the Board of Directors for their term of office from the AGM 2016 to the AGM 2017 was CHF 9.9 million and therefore within the approved amount.

AGM 2017 motion for variable short-term compensation for the Group EC for the financial year 2016

At the AGM 2017, the Board of Directors will propose to the shareholders to approve retrospectively an aggregate amount of variable short-term compensation for the 14 members of the Group EC for the completed financial year 2016 of CHF 18 263 261. This amount has been included in the items “Cash Annual Performance Incentive” and “Value Alignment Incentive” in the table for the Group EC compensation.

1 Reconciliations calculated using December 2016 FX rates where applicable.