Board of Directors and Group EC: areas of responsibility
The Board of Directors has the ultimate responsibility for the success and for delivering the sustainable interests of SRL and the Swiss Re Group within a framework of effective and prudent controls. It is responsible for the overall direction, supervision and control of Swiss Re Ltd and the Group and the Group EC as well as for supervising compliance with applicable laws, rules and regulations. Such responsibility is inalienable and non-transferable and rests with the entire Board.
Delegation of management
The Board of Directors has delegated the management of Swiss Re Ltd and the Swiss Re Group to the Group EC (see section Executive Management). Such delegated tasks are within the responsibility of the entire Group EC. The Group EC also supports the Board of Directors in fulfilling its duties and prepares proposals for consideration and decision-making by the Board of Directors related to the following key responsibilities with Group relevance: strategy, business plan, organisational structure, accounting principles, risk tolerance levels, share capital and any share repurchase programme, along with principles of financing through capital markets as well as for important strategic transactions. The following tables provide a summary of the key responsibilities of the Board of Directors and delegations to the Group EC. They are not to be understood as exhaustive.
Key responsibilities of the Board of Directors
Strategy and overall direction of the company
- defines the strategy of the Swiss Re Group based on proposals by the Group EC;
- approves the capital allocation plan for both Underwriting and Asset Management;
- approves the Swiss Re Group risk strategy and risk policy, which defines the Group’s risk appetite and tolerance, key principles for risk taking and control and key capital structuring principles;
- approves the entry into new business activities and the exit of existing activities, provided they are of strategic relevance;
- approves significant corporate transactions, participations and principal investments and approves an annual capital expenditure plan;
- approves the financial objectives and the means necessary to achieve them; and
- approves all matters where such decisions exceed the authorities delegated to the Board committees, the Group CEO, the Group EC and individual Group EC members and overrules decisions if necessary.
Governance and organisation
- determines the operating model of the Swiss Re Group and the organisational structure in line with this model and the strategy;
- issues and regularly reviews the SRL Bylaws, necessary policies and directives, including governance standards and the Group Code of Conduct;
- regulates and supervises internal control; and
- regulates the compensation framework of the Swiss Re Group; approves the Group variable compensation pool; proposes the Board of Directors and Group EC compensation to the General Meeting of shareholders for approval.
Accounting, financial control and financial planning
- approves the applicable accounting standard for external reporting, budgeting and financial control and planning;
- approves the applicable proprietary economic reporting and performance measurement standard (EVM);
- approves an annual budget and a mid-term financial plan based on both the accounting and the internal economic standards;
- approves the annual financial statements for both Swiss Re Ltd and the Swiss Re Group;
- is informed of the quarterly and semi-annual financial statements for both Swiss Re Ltd and the Swiss Re Group, which are approved by the Audit Committee; and
- approves the Annual Report of both Swiss Re Ltd and the Swiss Re Group.
Appointment and removal of Group EC members and further key executives, People Strategy
- appoints and removes Group EC members and the Company Secretary; reviews their performance and plans their succession;
- approves the People Strategy of the Group and, on an annual basis, reviews progress towards this strategy; and
- annually reviews with the Group EC the Swiss Re Group’s overall human capital situation, strength of management and issues like diversity and inclusion, performance process and quality of succession planning.
- takes decisions regarding equity and equity-linked issuances and reductions of equity in line with applicable law; and
- approves annually a debt funding plan, and, if required, approves individual debt issuances.
General Meetings of shareholders
- convenes General Meetings of shareholders and decides on proposals to be brought forward to the shareholders; and
- implements resolutions taken by the shareholders.
Key responsibilities of the Group Executive Committee
Under the leadership of the Group CEO, the Group EC has management responsibility for matters concerning Swiss Re Ltd as a legal entity. Additionally, the Group EC has management and functional responsibility for the Swiss Re Group’s matters. It supports the Board of Directors in its decision-making process and prepares any proposals for the Board of Directors in the Group EC’s area of responsibility. In particular with respect to the below topics, it:
- has overall responsibility for managing operations, subject to delegation by the Board of Directors; and
- issues guidelines relating to the delegation of decision-making authority within the Group.
Strategy and structure
- ensures implementation of the Group’s strategy; and
- decides on legal, financial and management structures, as delegated by the Board of Directors.
- prepares and proposes the Group business plan to the Board of Directors for approval and reviews the Business Units’ business plans.
- prepares and presents to the Board of Directors the annual and interim financial statements of the Group together with segment reporting on the Business Units.
- establishes principles on financing through capital markets and the allocation of financial resources within the Group; and
- establishes the principles for intra-Group transactions and funding.
- establishes the principles for external retrocession and the balancing of Group-wide catastrophe and accumulated risk; and
- supervises the Group’s internal control evaluation and certification process.
- decides on certain strategic transactions and proposes important strategic transactions to the Board of Directors for discussion and decision.
Legal, regulatory and compliance
- oversees implementation of Group-wide compliance procedures and monitors remediation of any regulatory and compliance deficiencies.
- has responsibility for the Group’s people management, subject to the authority of the Board of Directors.
- makes proposals for the individual compensation of selected members of senior management; and
- proposes benefit plans to the Compensation Committee for decision.
The Group EC discharges its responsibilities as a joint body, except for responsibilities delegated to the Group CEO and further individual Group EC members as outlined in the SRL Bylaws.