Compensation governance
Authority for decisions related to compensation at the Board and Group EC level are governed by the Articles of Association and the Bylaws of Swiss Re Ltd, including the Charter of the Compensation Committee (Charter). The main responsibilities of the Compensation Committee are summarised in the table on the right.
The Articles of Association of Swiss Re Ltd include rules on
- the annual and binding approval by the AGM of the maximum aggregate amounts of compensation of members of the Board of Directors and of the Group EC (Art. 22);
- the supplementary amount for changes in the Group EC (Art. 23), if the maximum aggregate amount of compensation approved by the AGM is not sufficient to also cover compensation of a new Group EC member;
- the compensation principles for both the members of the Board of Directors and of the Group EC covering short-term and long-term elements, performance-related pay, payment in shares, financial instruments or units, compensation in kind or other types of benefits (Art. 24); and
- the agreements with members of the Board of Directors and the Group EC, external mandates and credits and loans (Arts. 25 to 27).
The Articles of Association are available on the Swiss Re website: www.swissre.com – Corporate regulations – Articles of Association of Swiss Re Ltd.
Roles and Responsibilities in respect of compensation
Function
Description of role and responsibilities
Function
Board of Directors
Description of role and responsibilities
- Establishes and periodically reviews Swiss Re’s compensation framework, including guidelines and performance criteria.
- Prepares the proposals to the AGM regarding Board of Directors and Group EC compensation.
- Further details can be found in the Corporate Governance section.
Function
Compensation Committee
Description of role and responsibilities
- Consists of at least four independent members of the Board of Directors. Each member of the Compensation Committee is elected individually at the AGM for a term of office until completion of the next AGM.
- Is governed by a Charter approved by the Board of Directors, which defines the purpose, composition and procedural rules of the Compensation Committee, including its responsibilities and authorities for making proposals and decisions related to compensation of the members of the Board of Directors and the Group EC.
- Assesses the individual performance of the members of the Group EC, including the Group CEO, and periodically reviews the effectiveness of the performance management process.
- Is responsible for making recommendations to the Board of Directors and overseeing the design and implementation of compensation principles, policy, framework, plans and disclosure.
- Reviews compensation principles, policies and share-based plans annually to ensure that they remain in line with Swiss Re’s objectives and strategy, shareholders’ interests and legal and regulatory requirements.
- Further details can be found in the Corporate Governance section.
Function
Management
Description of role and responsibilities
- The Group CEO, the Group COO and the Chief Human Resource Officer participate in the Compensation Committee meetings.
- Other members of senior management may attend as deemed appropriate by the Compensation Committee and upon invitation by the Chair of the Compensation Committee.
- No individual may attend any part of a meeting where their own compensation is discussed.
Function
Secretary
Description of role and responsibilities
- The Head of Reward serves as the Secretary to the Compensation Committee and attends its meetings (apart from the executive sessions).
Function
External Advisors
Description of role and responsibilities
- Mercer provides information about remuneration trends, market benchmarking and advice on executive compensation issues.
- Niederer Kraft & Frey Ltd provide legal advice, mainly about specific aspects of compliance and disclosure matters regarding compensation.
- These advisors are retained by the Compensation Committee and provide the Compensation Committee with an external perspective. They may also have other mandates with Swiss Re.