Supplementary information on Group EC members
The Compensation Committee assesses the performance of the Group EC, including the Group CEO, against the same set of quantitative and qualitative objectives. These objectives are agreed at the beginning of the year and are aligned with the Group’s strategy.
The determination of compensation for the Group EC, including the Group CEO, is ultimately subject to AGM approval, as outlined in the Articles of Association.
The external compensation advisor to the Compensation Committee conducts an annual review of the compensation of the Group EC relative to a group of reference companies in the financial services industry to ensure that market competitiveness is maintained. The reference companies are regularly reviewed by the Compensation Committee to ensure their continued relevance. The core peer group consists of the following globally active primary insurance and reinsurance firms: Allianz SE, American International Group Inc, Aviva PLC, AXA SA, Chubb Limited, Hannover Rueck SE, MetLife Inc, Muenchener Rueckversicherungs- Gesellschaft AG, Prudential PLC, QBE Insurance Group Ltd, Reinsurance Group of America Inc, SCOR SE, XL Group Ltd1 and Zurich Insurance Group Ltd.
The Group EC, including the Group CEO, have employment contracts with notice periods of 12 months and no severance clauses. Information on “change of control” clauses is covered in the Corporate Governance section, Changes of control and defence measures, of this Financial Report.
Group EC members are covered by the Group’s standard defined contribution pension plans.
Stock Ownership Guidelines
Swiss Re has stock ownership guidelines which articulate the levels of stock ownership expected of the Group EC, including the Group CEO. The guidelines are designed to increase the alignment of the interests of senior management and shareholders.
The guidelines define target ownership by role and the ownership levels required are:
- Group CEO – 3 × annual base salary.
- Group EC members – 2 × annual base salary.
Members have a five-year timeframe to achieve these targets. In case of non-compliance and because Swiss Re believes that a meaningful stock ownership position is essential for alignment with the interests of shareholders, restrictions on the cash portion of the API and/or the vested VAI amounts will apply. These amounts may also be settled in shares.
All vested shares that are owned directly or indirectly by the relevant Group EC member and related parties will be included in the assessment of whether the guidelines have been met or not.
1 XL Group Ltd has now been integrated into AXA SA with effect from 12 September 2018.