Work methods of the Board of Directors and its committees
Convening meetings and invitation
Swiss Re Ltd’s Board of Directors oversees governance, audit, compensation, finance and risk and investment and is supported in this responsibility by its committees. The entire Board of Directors and its committees meet at the invitation of the Chairman of the Board of Directors as often as business requires or at least quarterly. Any member of the Board of Directors or the Group EC may, for a specific reason, require the Chairman to call an extraordinary Board of Directors or committee meeting. The members of the Board of Directors ensure that they are able to fulfil the responsibilities of their position even in periods when there are increased demands on their time. The Chairman defines the agenda for each meeting and therefore works closely with the chairpersons of the committees and the Group CEO. The agenda, along with any supporting documents, is delivered to the participants, as a rule, at least ten calendar days in advance of a meeting in order to allow enough preparation time. The Chairman may determine a Board of Directors meeting be held on an ad hoc basis, if circumstances require.
Resolutions and quorum
A Board meeting has a quorum if at least the Chairman, the Vice Chairman or the Lead Independent Director and the majority of the members of the Board of Directors are present in person, by telephone or by video conference. A Board committee has a quorum if the majority of the Board committee members are present or participate by telephone or video conference.
Resolutions are adopted by majority vote. In the event of a tie at Board meetings, the Chairman’s vote is decisive. In the event of a tie at Board committee meetings, the item shall be submitted to a vote by the entire Board of Directors.
Board and committee meetings deal with the items on the agenda incorporating presentations by members of the Group EC and, where needed, by subject matter experts or external advisors. It is contemplated for every meeting that an executive session is held for discussions between the Board of Directors and the Group CEO.
Furthermore, private sessions are held for discussions involving all members of the Board of Directors only.
The Board of Directors and its committees can also adopt resolutions by written agreement if no member of the Board of Directors requests a discussion of the motion. A circular resolution may be adopted only if all the members sign the circular resolution or respond to the email, respectively. A circular resolution shall be passed if the majority of the total number of Board members (or Board committee members) express their agreement with the resolution.
Each committee provides a report of its activities and recommendations following a committee meeting at the next Board of Directors meeting. If any significant topic comes up, the committees contact the Board of Directors immediately. It is the responsibility of each committee to keep the full Board of Directors informed on a timely basis, as deemed appropriate.
Minutes are kept of the discussions and resolutions taken at each meeting of the Board of Directors and its committees.
The table below provides an overview of the meetings of the Board of Directors and its committees held in 2018.
Board of Directors and Board Committee meetings in 2018
Body |
Number of meetings |
Invitees in advisory capacity, in addition to members |
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|
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Board of Directors |
17 meetings1 |
Group EC members, Group CLO, Company Secretary |
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Chairman’s and Governance Committee |
7 meetings |
Group CEO, Company Secretary |
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Audit Committee |
8 meetings |
Group CEO, Group CFO, Group CRO, Group COO, Group CLO, Chief Compliance Officer, Head Group Internal Audit, Chief Accounting Officer, lead auditors of external auditor, Company Secretary |
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Compensation Committee |
6 meetings2 |
Group CEO, Group COO, Chief Human Resources Officer, Head Reward, advisors3 |
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Finance and Risk Committee |
6 meetings |
Group CEO, Group CFO, Group CRO, Group CUO, Group CIO, Group COO, Group Treasurer, CEO Reinsurance, CEO Corporate Solutions, CEO Life Capital, Company Secretary |
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Investment Committee |
5 meetings |
Group CEO, Group CFO, Group CRO, Group CIO, Head Financial Risk Management, Group Treasurer, Co-Head Client Solutions & Analytics (Asset Management), Company Secretary |
Attendance rates1 of Board members2: Board of Directors and Board Committee meetings in 2018
Download |
Meeting body |
Average attendance of Board members in % |
Board of Directors |
98.5 |
Chairman’s and Governance Committee |
97.7 |
Audit Committee |
93.0 |
Compensation Committee |
94.9 |
Finance and Risk Committee |
97.3 |
Investment Committee |
100 |
Overall attendance rate |
97.8 |
Individual attendance rates1 of Board members2: Board of Directors and Board Committee meetings in 2018
Download |
Attendance in % |
Number of Board members2 |
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|
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100 |
7 |
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95–99.9 |
6 |
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90–94.9 |
3 |