Compensation governance

Roles and Responsibilities

Authority for decisions related to compensation at the Board and Group EC level are governed by the Articles of Association and the Corporate Bylaws including the Compensation Committee Charter (Charter). The main responsibilities of the Compensation Committee are summarised in the table on the right.

Function

Description of role and responsibilities

Function

Board of Directors

Description of role and responsibilities

  • Is supported by the Compensation Committee in establishing and reviewing Swiss Re's compensation framework and guidelines and performance criteria as well as in preparing the proposals to the AGM regarding the compensation of the members of the Board of Directors and the Group EC.
  • Further details can be found in the Corporate Governance section.

Function

Compensation Committee

Description of role and responsibilities

  • Consists of at least three independent members of the Board of Directors, and each member of the Compensation Committee is elected individually at the AGM for a term of office until completion of the next AGM.
  • Assesses the individual performance of the Group EC including the Group CEO and periodically reviews the effectiveness of the performance management process.
  • Is governed by a Charter approved by the Board of Directors, which defines the purpose, composition and procedural rules of the Compensation Committee, including its responsibilities and authorities for making proposals and decisions related to compensation of the members of the Board of Directors and the Group EC.
  • Is responsible for making recommendations and overseeing the design and implementation of compensation principles, policy, framework, plans and disclosure.
  • Reviews compensation principles, policies and share-based plans annually to ensure that they remain in line with Swiss Re’s objectives and strategy, shareholders’ interests, and legal and regulatory requirements.
  • Further details can be found in the Corporate Governance section.

Function

Management

Description of role and responsibilities

  • The Group CEO, the Group Chief Operating Officer and the Chief Human Resources Officer participate in the Compensation Committee meetings.
  • Other members of senior management may attend as deemed appropriate by the Compensation Committee and upon invitation by the Chair of the Compensation Committee.
  • No individual may attend any part of a meeting where their own compensation is discussed.

Function

Secretary

Description of role and responsibilities

  • The Head Reward serves as the Secretary to the Compensation Committee and attends its meetings (apart from the executive sessions).

Function

External Advisors

Description of role and responsibilities

  • Mercer provides information about remuneration trends, market benchmarking and advice on executive compensation issues.
  • Niederer Kraft & Frey AG provides legal advice, mainly about specific aspects of compliance and disclosure matters regarding compensation.
  • These advisors are retained by the Compensation Committee. They provide the Compensation Committee with an external perspective and from time to time provide other services to Swiss Re.

The Articles of Association of Swiss Re Ltd include rules on:

  • the approval of compensation at the AGM (Art. 22);
  • the additional amount for changes in the Group EC (Art. 23);
  • the compensation principles for both the members of the Board of Directors and the Group EC covering short-term and long-term elements, performance-related pay, payment in shares, financial instruments or units, compensation in kind or other types of benefits (Art. 24); and
  • the agreements with members of the Board of Directors and the Group EC, external mandates and credits and loans (Arts. 25 to 27).

Full details on these rules are available on the Swiss Re website:

www.swissre.com — About us — Corporate governance — Corporate regulations — Articles of Association of Swiss Re Ltd.