Shareholder compensation resolutions and awarded compensation
The following explanations give an overview of the applicable framework of Swiss Re Ltd’s Articles of Association based on the Ordinance, the approvals by the shareholders at the AGM 2019 of the respective motions proposed by the Board of Directors and the reconciliation of the shareholders’ resolutions with the compensation awarded in the reporting year 2019.
Reconciliation of AGM resolutions
Framework of the Articles of Association
In accordance with Article 22 of the Articles of Association, the Shareholders’ meeting shall approve annually and with binding effect the proposals of the Board of Directors in relation to:
- The maximum aggregate amount of compensation of the Board of Directors for the next term of office.
- The maximum aggregate amount of fixed compensation and variable long-term compensation of the Group EC for the following financial year.
- The aggregate amount of short-term compensation of the Group EC for the preceding completed financial year.
AGM 2019 voting results
At the AGM on 17 April 2019, shareholders approved for the fifth time the maximum aggregate prospective compensation of the members of the Board of Directors (89.98% approval). Shareholders also approved for the Group EC (i) the maximum aggregate prospective fixed compensation and variable long-term compensation and (ii) the aggregate retrospective variable short-term compensation. The outcomes were 87.59% and 89.57% approval, respectively. As in previous years, the 2018 Compensation Report was subject to a consultative vote and was approved by 89.92% of the shareholder votes.
Reconciliation of AGM 2018 resolutions for Group EC compensation1
At the AGM 2018, shareholders approved a prospective maximum aggregate amount of CHF 34.0 million for fixed compensation and variable long-term compensation for the financial year 2019 for the 12 members of the Group EC expected at the time of the AGM 2018 to hold such position in 2019.
The amount of fixed compensation and variable long-term compensation effectively granted to the 16 individuals who held a Group EC position at one point during the financial year 2019 amounts to CHF 32.9 million and includes compensation and associated costs in relation to the period in a Group EC position for Andreas Berger, Anette Bronder, Nigel Fretwell, Hermann Geiger and Urs Baertschi who joined the Group EC during the year (those appointments were not known at the time of the AGM 2018).
Reconciliation of AGM 2019 resolution for Board of Director’s compensation1
At the AGM 2019, the shareholders approved a maximum aggregate amount of compensation of CHF 9.9 million for the 13 members of the Board of Directors for the term of office from the AGM 2019 to the AGM 2020.
As shown in Compensation for members of the Board of Directors in this Financial Report, the compensation paid to the 13 members of the Board of Directors for their term of office from the AGM 2019 to the AGM 2020 is CHF 9.6 million and therefore within the approved amount.
AGM 2020 motion for variable short-term compensation for the Group EC for the financial year 2019
At the AGM 2020, the Board of Directors will propose to the shareholders to approve an aggregate amount of CHF 14 144 529 for variable short-term compensation in relation to the completed financial year 2019 for the 16 individuals who were members of the Group EC at one point during the financial year 2019. This amount has been included in the items “Cash Annual Performance Incentive” and “Value Alignment Incentive” in the table for Group EC compensation in this Financial Report. It includes pro-rata payments in relation to the active period on the Group EC for individuals who joined or left the Group EC in 2019.
1 Reconciliations calculated using December 2019 year-to-date FX rates where applicable.