Shareholder compensation resolutions and awarded compensation
The following explanations give an overview of the applicable framework of Swiss Re Ltd’s Articles of Association based on the Ordinance, the approvals by the shareholders in the AGM 2018 of the respective motions proposed by the Board of Directors and the reconciliation of the shareholders’ resolutions with the compensation awarded in the reporting year 2018.
Framework of the Articles of Association
In accordance with Article 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.
c) The aggregate amount of short-term compensation of the Group EC for the preceding completed financial year.
AGM 2018 voting results
At the AGM on 20 April 2018, shareholders approved for the fourth time the maximum aggregate prospective compensation of the members of the Board of Directors (88.2% 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 88.6% approval respectively. As in previous years, the 2017 Compensation Report was subject to a consultative vote and was approved by 85.9% of the shareholder votes.
Reconciliation of AGM 2017 resolutions for Group EC compensation1
At the AGM 2017, shareholders approved a prospective maximum aggregate amount of CHF 34.0 million for fixed compensation and variable long-term compensation for the financial year 2018 for the 13 members of the Group EC known at the time of the AGM 2017 to hold such position in 2018.
The amount of fixed compensation and variable long-term compensation effectively granted to the 14 members of the Group EC during the financial year 2018 amounted to CHF 29.9 million and included the adjustment in the compensation of an existing member of the Group EC as a result of his appointment as per 1 April 2018 to Group Chief Financial Officer and contractual payments due to leaving members of the Group EC. It also included compensation and related costs to Russell Higginbotham who was promoted to the Group EC as Regional President and Chief Executive Officer Reinsurance EMEA as from 1 September 2018 (this appointment was not known at the time of the AGM 2017).
Reconciliation of AGM 2018 resolution for Board of Director’s compensation1
At the AGM 2018, the 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 2018 to the AGM 2019.
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 2018 to the AGM 2019 was CHF 9.4 million and therefore within the approved amount.
AGM 2019 motion for variable short-term compensation for the Group EC for the financial year 2018
At the AGM 2019, the Board of Directors will propose to the shareholders to approve an aggregate amount of variable short-term compensation for the 14 members of the Group EC for the completed financial year 2018 of CHF 14 339 563. This amount has been included in the items “Cash Annual Performance Incentive” and “Value Alignment Incentive” in the table for the Compensation decisions for the Group EC section.
1 Reconciliations calculated using December 2018 FX rates where applicable.