12 Share ownership, options and related instruments of governing bodies

This section is in line with Articles 663c para. 3 and 959c para. 2 cif. 11 of the Swiss Code of Obligations, which requires disclosure of shareholdings, options and related instruments held by members of the Board of Directors and Group Executive Committee (Group EC) at the end of the reporting year and of share-based compensation for the Board of Directors during the reporting year. Further disclosures in respect of compensation for the members of the Board of Directors and the Group EC, and persons closely related, are detailed in the Compensation Report of the Financial Report of the Swiss Re Group.

Share ownership

The number of shares held as of 31 December were:

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Members of the Group EC

2017

2018

1

The number of shares held on 31 March 2018 when David Cole stepped down from the Group EC was 82 982.

2

The number of shared held on 22 August 2018 when Jean-Jacques Henchoz stepped down from the Group EC was 53 168.

Christian Mumenthaler, Group CEO

68 775

71 733

David Cole, former Group Chief Financial Officer1

82 982

n/a

John R. Dacey, Group Chief Financial Officer

23 671

27 124

Guido Fürer, Group Chief Investment Officer

61 077

66 007

Agostino Galvagni, CEO Corporate Solutions

94 591

99 521

Jean-Jacques Henchoz, former CEO Reinsurance EMEA2

49 020

n/a

Russell Higginbotham, CEO Reinsurance EMEA

n/a

3 918

Thierry Léger, CEO Life Capital

49 841

53 785

Moses Ojeisekhoba, CEO Reinsurance

36 194

38 998

Jayne Plunkett, CEO Reinsurance Asia

34 288

36 264

Patrick Raaflaub, Group Chief Risk Officer

–

3 944

Edouard Schmid, Group Chief Underwriting Officer

29 161

30 936

J. Eric Smith, CEO Reinsurance Americas

21 400

24 004

Thomas Wellauer, Group Chief Operating Officer

105 390

110 520

Total

656 390

566 754
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Members of the Board of Directors

2017

2018

1

Term of office expired after the completion of the AGM of 20 April 2018 and did not stand for re-election.

2

Elected to Swiss Re’s Board of Directors at the AGM of 20 April 2018.

3

Shareholdings for 2018 include 2 500 American Depository Receipts (ADRs), equivalent to 625 shares.

Walter B. Kielholz, Chairman

399 987

407 523

Renato Fassbind, Vice Chairman, Chair Audit Committee

23 854

27 593

Raymond K.F. Ch’ien, Member

21 472

22 946

Mary Francis, former Member1

6 509

n/a

Karen Gavan, Member2, 3

n/a

1 512

Rajna Gibson Brandon, former Member1

23 194

n/a

C. Robert Henrikson, former Chair Compensation Committee1

13 248

n/a

Trevor Manuel, Member

3 972

5 558

Jay Ralph, Member

868

2 115

Joerg Reinhardt, Member

1 168

14 415

Eileen Rominger, Member2

n/a

813

Philip K. Ryan, Chair Finance and Risk Committee

8 892

11 611

Sir Paul Tucker, Member

2 530

4 004

Jacques de Vaucleroy, Chair Compensation Committee

868

2 706

Susan L. Wagner, Chair Investment Committee

8 754

11 360

Larry Zimpleman, Member2

n/a

813

Total

515 316

512 969

Share-based compensation

The share-based compensation for the members of the Board of Directors for 2017 and 2018 was:

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2017

2018

Members of the Board of Directors

Fees in blocked shares1 (CHF thousands)

Number of shares2

Fees in blocked shares1 (CHF thousands)

Number of shares2

1

Represents the portion (40%) of the total fees for the members of the Board of Directors that is delivered in Swiss Re Ltd shares, with a four-year blocking period.

2

The number of shares is calculated by dividing the portion (40%) of the total fees with the average closing price of the shares on the SIX Swiss Exchange during the ten trading days preceding the AGM less the amount of any dividend resolved by such AGM.

3

Acting as the Lead Independent Director.

4

Term of office expired after the completion of the AGM of 20 April 2018 and did not stand for re-election.

5

Elected to Swiss Re’s Board of Directors at the AGM of 20 April 2018.

6

Term of office expired after the completion of the AGM of 21 April 2017 and did not stand for re-election.

Walter B. Kielholz, Chairman

1 663

19 674

1 547

17 536

Renato Fassbind, Vice Chairman, Chairman of the Audit Committee3

330

3 900

330

3 739

Raymond K.F. Ch’ien, Member

126

1 494

130

1 474

Mary Francis, former Member4

136

1 609

47

552

Karen Gavan, Member5

n/a

n/a

80

887

Rajna Gibson Brandon, former Member4

127

1 494

43

513

C. Robert Henrikson, former Chair Compensation Committee4

185

2 183

63

749

Trevor Manuel, Member

136

1 609

140

1 586

Jay Ralph, Member

73

868

110

1 247

Joerg Reinhardt, Member

73

868

110

1 247

Carlos E. Represas, former Member6

34

396

n/a

n/a

Eileen Rominger, Member5

n/a

n/a

74

813

Philip K. Ryan, Chair Finance and Risk Committee

233

2 758

240

2 719

Sir Paul Tucker, Member

126

1 494

130

1 474

Jacques de Vaucleroy, Chair Compensation Committee

73

868

163

1 838

Susan L. Wagner, Chair Investment Committee

223

2 643

230

2 606

Larry Zimpleman, Member5

n/a

n/a

74

813

Total

3 538

41 858

3 511

39 793

Restricted shares

For the years ended 31 December 2017 and 2018, neither the members of the Board of Directors nor the members of the Group EC held any restricted shares.

Vested options

For the years ended 31 December 2017 and 2018, neither the members of the Board of Directors nor the members of the Group EC held any vested options.