Shareholder Compensation Resolutions and Awarded Compensation
The following explanations give an overview of the applicable framework in of Swiss Re Ltd’s Articles of Association based on the Ordinance, the acceptance by the shareholders in the AGM 2017 of the respective motions by the Board of Directors and the reconciliation of the shareholders’ resolutions with the compensation awarded in the reporting year 2017.
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 fixed compensation and variable 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 2017 voting results
At the AGM on 21 April 2017, shareholders approved for the third time the maximum aggregate prospective compensation of the members of the Board of Directors (88.5% approval). Shareholders also approved for the Group EC (i) the maximum aggregate prospective fixed compensation and variable long-term compensation and (ii) the aggregate retrospective variable short-term compensation. The outcomes were 87.2% and 89.0% approval respectively. As in previous years, the 2016 Compensation Report was subject to a consultative vote and was approved by 80.6% of the shareholder votes.
Reconciliation of AGM 2016 resolutions for Group EC compensation1
At the AGM 2016, shareholders approved a prospective maximum aggregate amount of CHF 34.0 million for fixed compensation and variable long-term compensation for the financial year 2017 for the 13 members holding positions in the Group EC at the time of the AGM 2016.
The amount of fixed compensation and variable long-term compensation effectively granted to the 14 members of the Group EC during the financial year 2017 amounted to CHF 29.4 million and therefore was within the approved amount. The amount of CHF 29.4 million includes adjustments in the compensation of a new member of the Group EC as a result of his promotion as per 1 July 2017 to the Group Chief Underwriting Officer position and the related additional costs.
Reconciliation of AGM 2017 resolution for Board of Director’s compensation1
At the AGM 2017, shareholders approved a maximum aggregate amount of compensation of CHF 9.9 million for the 13 members of the Board of Directors for the term of office from the AGM 2017 to the AGM 2018.
As shown in the Compensation for members of the Board of Directors section, the compensation paid to the 13 members of the Board of Directors for their term of office from the AGM 2017 to the AGM 2018 was CHF 9.5 million and therefore within the approved amount.
AGM 2018 motion for variable short-term compensation for the Group EC for the financial year 2017
At the AGM 2018, 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 2017 of CHF 12 999 781. This amount has been included in the items “Cash Annual Performance Incentive” and “Value Alignment Incentive” in the table for the Group EC compensation in the Compensation decisions for the Group EC section.
1 Reconciliations calculated using December 2017 FX rates where applicable.