Corporate governance

Our governance standards and procedures apply throughout the Swiss Re Group.

Overview

Corporate governance continues to evolve towards increased transparency and accountability of companies to stakeholders.

“We are in a constant dialogue with our shareholders and incorporate their valuable feedback into our governance framework.”

Walter B. Kielholz

Chairman of the Board of Directors

Our Board of Directors closely monitors corporate governance developments globally, with a particular focus on trends in Switzerland, the United States and the European Union. Institutional investors in particular are increasingly focused on greater transparency and greater accountability to shareholders on a broad range of corporate governance issues. Expectations of boards are shifting considerably, with the clearest example being the increased demands of shareholders for more meaningful and more frequent engagement with management and boards of directors. A key trend in engagement efforts is in the area of ESG – environmental, social and governance – matters.

Our Board of Directors is in a regular dialogue with our shareholders and welcomes their valuable feedback on our governance framework.

Information on compensation

Information on compensation, shareholdings and loans of the members of the Board of Directors and the Group Executive Committee (Group EC) are included in the Compensation Report of this Financial Report.

Swiss Re’s governance documents

Swiss Re’s corporate governance framework

Swiss Re Ltd’s Board of Directors is responsible for oversight, while the Group EC is responsible for managing operations. This structure maintains effective mutual checks and balances between these top corporate bodies.

Our corporate governance principles and procedures are defined in several documents governing the oversight, organisation and management of the company. These include at the Group level:

The Group Code of Conduct, outlining our compliance framework and setting out the basic ethical and legal principles and policies we apply globally
The Corporate Governance Guidelines (Guidelines), setting forth the Group’s governance framework, principles, processes and requirements, ensuring consistent and fitted corporate governance across the Group
The Articles of Association of Swiss Re Ltd (SRL), defining the legal and organisational framework of the Group’s holding company SRL, (available at https://media.swissre.com/documents/SRL_articles_of_association_en_july2018.pdf)
The SRL Bylaws, defining the governance framework of SRL and the Group, including the responsibilities and authorities of the Board of Directors, Chairman, Vice Chairman, Lead Independent Director, Board committees, Group EC, Group CEO and other individual Group EC members, including the Regional Presidents, as well as the relevant reporting procedures
The Board Committee Charters, outlining the duties and responsibilities of the Board committees

In addition, they include at the Business Unit level:

The Articles of Association of Swiss Reinsurance Company Ltd (SRZ), Swiss Re Corporate Solutions Ltd (SRCS) and Swiss Re Life Capital Ltd (SRLC), defining the legal and organisational framework of the Business Unit (BU) top-level companies SRZ, SRCS and SRLC
The SRZ, SRCS, SRLC Bylaws, defining the governance framework of the legal entities SRZ, SRCS and SRLC, their interactions with the respective BU Reinsurance, Corporate Solutions and Life Capital from a functional responsibility point of view, including the responsibilities and authorities of the SRZ, SRCS and SRLC Boards of Directors, the SRZ, SRCS and SRLC Board Committees and the SRZ, SRCS and SRLC Executive Committees, as well as the relevant reporting procedures
The Board Committee Charters, outlining the duties and responsibilities of the SRZ, SRCS and SRLC Board Committees

2018 Key focus areas

Swiss Re Summit

On 19 June 2018, we held the Swiss Re Summit in Armonk, New York, where we brought together the members of the Boards of Directors of the ten most important Group companies. They were joined by the members of the Executive Committees of SRL as well as SRZ, SRCS and SRLC. The purposes of the Summit were to provide a dialogue platform for the Board members of the various Group companies and to hold practical training sessions on current trends: The Group CEO provided the participants with an update on the Group Strategy. They also received practical insights related to cyber risks and completed a cyber resilience exercise. The Summit was followed by an Audit Summit, where the members of the Group Audit Committee met with the members of the Audit Committees of the ten most important Group companies. The participants were introduced to the new Group CFO and discussed important large ongoing projects as well as Compliance and Internal and External Audit topics.

Subsidiary boards

Swiss Re’s Corporate Governance Guidelines outline qualifications and skills required for the members of the Boards of Directors of the Group’s subsidiaries. They also establish procedures for the appointment and onboarding of Board and management members across the Group. In order to ensure an aligned implementation of the Group’s Strategy across the Group, the Boards of the most important Group companies are also comprised of individual SRL Board and Group EC members. The Boards also include non-executive members to comply with local requirements.

An example is Swiss Re Asia Pte. Ltd. (Swiss Re Asia). Effective 31 January 2018, Swiss Re strengthened its presence in Asia with the establishment of Swiss Re Asia, its headquarters for Asia. The Board of Directors of Swiss Re Asia includes four members of the Group EC as well as six external directors, who provide Swiss Re Asia with external perspectives and identify emerging trends that have the potential to affect Swiss Re’s business across the region. The composition of the Board of Directors ensures that the Asia-wide expertise of external Board members complements the global reinsurance experience of the members from Swiss Re’s Group EC.

Enhanced Group Sustainability Strategy

Swiss Re has formulated an enhanced Group Sustainability Strategy. This supports Swiss Re in maintaining its position as a leading re/insurer, being a responsible company and achieving a long-term competitive advantage.

The Group Sustainability Strategy links Swiss Re’s vision to the Sustainability Mission, its Ambitions, Strategic Pillars and Fundamentals:

Our Sustainability Mission: We insure, invest and share our knowledge to tackle sustainability challenges and create long-term value.
Our 2030 Sustainability Ambitions:
1. Mitigating climate risk and advancing the energy transition
2. Building societal resilience
3. Driving digital insurance solutions
The three supporting Strategic Pillars:
(i) Embed sustainability in all our business activities
(ii) Lead sustainability-linked solutions and embrace opportunities
(iii) Quantify sustainability performance and impact

Swiss Re’s corporate governance adheres to

the SIX Swiss Exchange’s Directive on Information Relating to Corporate Governance (including its annex) of May 2018;
the principles of the Swiss Code of Best Practice for Corporate Governance (Swiss Code) of September 2014, issued by economiesuisse, the Swiss business federation; and
the Swiss Financial Market Supervisory Authority FINMA provisions on corporate governance, risk management and internal control system at insurers.

Swiss Re’s corporate governance furthermore complies with applicable local rules and regulations in all jurisdictions where it conducts business.

Highlights 2018/2019

Network for Innovative Corporate Governance

Swiss Re and the University of St.Gallen (HSG) have entered into a strategic research cooperation

The Network’s purpose is to integrally develop corporate governance from a theoretical as well as practical perspective. Swiss Re will contribute to the development of a modern corporate governance responding to various stakeholder interests. The Network provides companies with solutions for the implementation of its insights. This Network is under the leadership of Professor Dr Michèle Sutter-Rüdisser (HSG) and Dr Felix Horber, Company Secretary of Swiss Re Ltd.

Board of Directors

Composition

Karen Gavan, Eileen Rominger and Larry Zimpleman were elected as new members to the Board of Directors by the shareholders at the Annual General Meeting, which took place in Zurich on 20 April 2018.
Mary Francis, Rajna Gibson Brandon and C. Robert Henrikson did not stand for re-election.
The Annual General Meeting 2018 re-elected Walter B. Kielholz for a further one-year term of office as Chairman of the Board of Directors.
Renato Fassbind, Raymond K.F. Ch’ien, Trevor Manuel, Jay Ralph, Joerg Reinhardt, Philip K. Ryan, Sir Paul Tucker, Jacques de Vaucleroy and Susan L. Wagner were individually re-elected by the Annual General Meeting 2018 for a further one-year term of office as members of the Board of Directors.
The Annual General Meeting 2018 re-elected Renato Fassbind, Raymond K.F. Ch’ien and Joerg Reinhardt as members, and elected Jacques de Vaucleroy as a new member of the Compensation Committee for a one-year term of office.

Group EC

Composition 2018

John R. Dacey, previously Group Chief Strategy Officer, became Group Chief Financial Officer as of 1 April 2018, succeeding David Cole, who had decided to step down as Group Chief Financial Officer. With that change, the two roles of Group Chief Financial Officer and Group Chief Strategy Officer were merged.
Russell Higginbotham was appointed CEO Reinsurance EMEA and Regional President EMEA and a member of the Group EC effective 1 September 2018. Russell succeeded Jean-Jacques Henchoz, who had decided to pursue an opportunity outside Swiss Re.
Since 1 April 2018, the Group EC consists of 12 members (prior to that it had 13 members).

Announced composition changes in 2019

Anette Bronder (previously a member of the Management Board at T-Systems International) was appointed Group Chief Operating Officer and a member of the Group EC with effect from 1 July 2019, succeeding Thomas Wellauer, who will retire on 30 June 2019.
Andreas Berger (former Chief Regions & Markets Officer and member of the Board of Management of Allianz Global Corporate & Specialty SE) was appointed CEO Corporate Solutions and a member of the Group EC with effect from 1 March 2019. He succeeds Agostino Galvagni, who had decided to step down as CEO Corporate Solutions at the end of 2018.

Regional Presidents

The Regional Presidents for the areas Americas, Asia and EMEA are responsible for representing the Swiss Re Group externally and internally, as well as enhancing our brand and safeguarding Swiss Re’s reputation in the regions for which they are responsible. They also oversee the Group’s operating platform and coordinate activities across the three Business Units in their region. The Regional Presidents’ responsibilities are governed in the SRL Bylaws as well as in the Regional Presidents’ Charter. The Charter has been revised in 2018 to simplify processes and implement changes based on gained experience.