Election, succession planning, qualifications and term of office

Election procedure

Members of the Board of Directors and the Chairman of the Board of Directors are elected individually by the Annual General Meeting of shareholders for a term of office until completion of the next Annual General Meeting of shareholders.

Succession planning

Succession planning is of high relevance to the Board of Directors. It regularly analyses its composition to confirm that its members’ qualifications, skills and experience correspond to the Board’s needs and requirements. The Board of Directors initiates the evaluation of potential new Board members timely with the continued aim to obtain among its members the desired qualifications and experience as well as to further diversify and renew its composition. The Chairman’s and Governance Committee evaluates candidates for Board membership and makes recommendations to the Board of Directors for election or re-election proposals. The Board of Directors nominates candidates for Board membership for election at the General Meeting of shareholders, ensuring that the Board retains an adequate size and well-balanced composition and that at least three-quarters of its members are independent. With regard to its succession planning, the Board of Directors aims to safeguard the stability of its composition while also renewing the Board in a sensible way.

Board renewals in the last five years

The goal is to strike the right balance between stability and consistency on the one hand and renewals on the other. Out of the 13 current members only 3 have been members of the Board of Directors already in 2013. The remaining ten members have joined since 2014.

Qualifications

The Board of Directors needs to assemble the necessary qualifications, skills and diversity to perform all required responsibilities. It must assemble among its members the balance of managerial expertise and knowledge from different fields required for the fulfilment of the oversight responsibility as well as for sound, independent decision-making in line with the needs of the business.

The Board of Directors defines the selection criteria against which candidates for Board membership are assessed. The requirements which potential Board members have to meet in terms of knowledge in various key areas and the industry are constantly increasing.

Membership on the Board of Directors requires experience in key sectors such as insurance and reinsurance, finance, accounting, capital markets, risk management and regulatory matters as well as leadership and decision-making experience in a large, complex financial institution. The mandate also demands significant commitment, integrity and intercultural communication competence.

As determined by applicable law, a Board member may not have any management or executive function within the Swiss Re Group.

The prevalence of these qualifications and skills ensures that Swiss Re Ltd has the relevant expertise required for active involvement and supervision of an international listed company.

Required Board of Directors skills and competencies

Board members’ training

The Board of Directors has a unique role in the company oversight. The company therefore strives on building a strong and effective Board culture, supported by ongoing learning, which is an important component to foster Board effectiveness. Newly elected Board members receive a comprehensive onboarding programme consisting of a total of 21 hours of sessions in order to gain a sound understanding of the Group’s organisation, business and its environment. Additionally, the Board members update and enhance their knowledge of emerging business trends and risks through regular meetings with internal and external experts throughout the year. One-to-one educational sessions are offered any time through the year with our top executives and experts.

Term of office

The members of the Board of Directors are elected for a term of office until completion of the next Annual General Meeting of shareholders. Members whose term has expired are immediately eligible for re-election.

First election date

The initial election year of each member is stated in the table in Members of the Board of Directors.

Board of Directors diversity

In addition to the skill sets and competencies of the Board members the principles of gender and age diversity, inclusion, nationality and regional representation play an important role in the composition of the Board of Directors.

Gender diversity

Regional representation