Work methods of the Board of Directors and its committees

Convening meetings and invitation

Swiss Re Ltd’s Board of Directors oversees governance, audit, compensation, finance and risk and investment and is supported in this responsibility by its committees. The entire Board of Directors and its committees meet at the invitation of the Chairman of the Board of Directors as often as business requires or at least quarterly. Any member of the Board of Directors or the Group EC may, for a specific reason, require the Chairman to call an extraordinary Board of Directors or committee meeting. The members of the Board of Directors ensure that they are able to fulfil the responsibilities of their position even in periods when there are increased demands on their time. The Chairman defines the agenda for each meeting and therefore works closely with the chairpersons of the committees and the Group CEO. The agenda, along with any supporting documents, is delivered to the participants, as a rule, at least ten calendar days in advance of a meeting in order to allow enough preparation time. The Chairman may determine a Board of Directors meeting be held on an ad hoc basis, if circumstances require.

Resolutions and quorum

A Board meeting has a quorum if at least the Chairman, the Vice Chairman or the Lead Independent Director and the majority of the members of the Board of Directors are present in person, by telephone or by video conference. A Board committee has a quorum if the majority of the Board committee members are present or participate by telephone or video conference. Resolutions are adopted by majority vote. In the event of a tie at Board meetings, the Chairman’s vote is decisive. In the event of a tie at Board committee meetings, the item shall be submitted to a vote by the entire Board of Directors.

Board and committee meetings deal with the items on the agenda incorporating presentations by members of the Group EC and, where needed, by subject matter experts or external advisors. It is contemplated for every meeting that an executive session is held for discussions between the Board of Directors and the Group CEO.

Board of Directors and Board committee meetings in 2017



Number of meetings Average duration Average attendance (of Board members)

Invitees in advisory capacity, in addition to members


In addition, two decisions by circular resolution.


The human resources consulting firm Mercer and the law firm Niederer Kraft & Frey Ltd (NKF) provided support and advice for compensation issues during the reporting year. Representatives of Mercer and NKF participated at all committee meetings in 2017.

Board of Directors

12 meetings
4 hours

Group EC members, Group CLO, Company Secretary

Chairman’s and Governance Committee

5 meetings
2 hours

Group CEO, Company Secretary

Audit Committee

8 meetings
3 hours

Group CEO, Group CFO, Group CRO, Group COO, Group CLO, Chief Compliance Officer, Head Group Internal Audit, Chief Accounting Officer, lead auditors of external auditor, Company Secretary

Compensation Committee

6 meetings1
3 hours

Group CEO, Group COO, Chief Human Resource Officer, Head Reward, advisors2

Finance and Risk Committee

6 meetings
4 hours

Group CEO, Group CFO, Group CRO, Group CSO, Group CUO, Group CIO, Group COO, Group Treasurer, CEO Reinsurance, CEO Corporate Solutions, CEO Life Capital, Company Secretary

Investment Committee

5 meetings
3 hours

Group CEO, Group CFO, Group CRO, Group CSO, Group CIO, Head Financial Risk Management, CFO Asset Management, Group Treasurer, Company Secretary

Overall attendance rate of 94.6%

Furthermore, private sessions are held for discussions involving all members of the Board of Directors only.

The Board of Directors and its committees can also adopt resolutions by written agreement if no member of the Board of Directors requests a discussion of the motion. A circular resolution may be adopted only, if all the members sign the circular resolution or respond to the e-mail respectively. A circular resolution shall be passed if the majority of the total number of Board members (or Board committee members) express their agreement or disagreement with the resolution.

Each committee provides a report of its activities and recommendations following a committee meeting at the next Board of Directors meeting. If any significant topic comes up, the committees contact the Board of Directors immediately. It is the responsibility of each committee to keep the full Board of Directors informed on a timely basis as deemed appropriate.

Minutes are kept of the discussions and resolutions taken at each meeting of the Board of Directors and its committees.

The table above provides an overview of the meetings of the Board of Directors and its committees held in 2017.

Individual attendance rates of Board members:1
Board of Directors and Board committee meetings in 2017


Attendance in %

Number of Board members (Total 14 members)2


The attendance rate for the Board members was calculated relative to the meetings taking place during their term of office.


Includes members who stepped down from the Board of Directors during the year.