Compensation decisions for the Group EC

The 2019 figures in the following table cover payments to 16 individuals who held a Group EC position at one point in 2019 (of whom nine were active on the Group EC for the full year) and legally or contractually required payments made in 2019 to an individual who stepped down from the Group EC in 2018. The 2018 figures cover payments to 14 individuals who held a Group EC position at one point in 2018 (of whom 11 were active on the Group EC for the full year). The number of Group EC positions was increased from 12 to 14 in 2019: the existing positions of Group Chief Human Resources Officer and Group Chief Legal Officer were added to the Group EC.

 

14 members

16 members

CHF thousands1

2018

2019

1

Foreign currency conversions calculated using December 2019 year-to-date FX rates for 2019 figures and December 2018 year-to-date FX rates for 2018 figures (where relevant).

2

Benefits or allowances, eg housing, schooling, lump sum expenses, relocation expenses and taxes, child and similar allowances.

3

Swiss Re’s Pension Fund has amended its regulations with effect from 1 January 2019, including some adjustments to the benefits provided to insureds in Switzerland. In consideration of those amendments (which apply both to Group EC members insured in Switzerland and all other employees insured in Switzerland), the figure disclosed for 2019 includes higher employer pension contributions and contributions to mitigate the effects of lower conversion rates.

4

Covers payments reflecting the time in the role as Group EC members.

5

For 2019, subject to shareholder approval at the AGM 2020. For 2018, based on shareholders’ approval at the AGM 2019 of the aggregate amount of short-term variable compensation. The 2019 disclosure 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. The 2018 disclosure includes full-year payments for all individuals (ie no pro-rata approach has been applied). If a pro-rata approach had been applied on the 2018 disclosure, this would have resulted in Cash Annual Performance Incentive payments of CHF 7 420 thousand and Value Alignment Incentive payments of CHF 6 264 thousand.

6

Disclosure reflects all awards for a reporting year, ie the 2018 value reflects the fair value of LPP awards granted in April 2018 and the 2019 value reflects the fair value of LPP awards granted in April 2019. Any awards granted in 2019 and then forfeited at a later point in the same year are not included.

7

For individuals leaving the Group EC during or before the reporting period, this only covers legally or contractually required payments for the period when the individual was no longer in the Group EC position (eg base salary when on garden leave).

8

Amounts are gross before deduction of employee social security contributions. Additional and not included are company contributions to social security systems paid by Swiss Re in line with applicable laws, which amounted to CHF 2 109 031 in 2018 and CHF 1 971 899 in 2019 (for the individuals who joined the Group EC in 2019, the 2019 figure excludes employer social security contributions made during the period prior to joining the Group EC).

Base salaries

12 265

12 279

Allowances2

1 159

812

Funding of pension benefits3

1 928

3 098

Total fixed compensation4

15 352

16 189

Cash Annual Performance Incentive4, 5

7 781

7 671

Value Alignment Incentive4, 5

6 559

6 474

Leadership Performance Plan6

13 150

13 525

Granted in RSU (50%)

6 575

6 763

Granted in PSU (50%)

6 575

6 763

Total variable compensation

27 490

27 670

Total fixed and variable compensation

42 842

43 859

Compensation due to members leaving7

1 411

3 143

Total compensation8

44 253

47 002

Overall, total variable compensation for individual members of the Group EC (including the Group CEO) who were active on the Group EC for the full year 2019 ranged from 137% to 238% of total fixed compensation.

The proposed total API (including VAI) amount for 2019 for the Group EC (including the Group CEO) is CHF 14.1 million. This 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. For comparison purposes, the total API (including VAI) amount for 2018 includes full-year payments for all individuals who held a Group EC position at one point during the year 2018 (ie no pro-rata approach has been applied). If a pro-rata approach had been applied on the 2018 disclosure, this would have resulted in API (including VAI) payments of CHF 13.7 million.

The Compensation Committee and the Board of Directors carefully considered the performance of the Group EC in 2019 and concluded that, given the overall business environment for the Swiss Re Group and the qualitative achievements, a modest API increase compared to last year is warranted. Nevertheless, this amount overall still remains below target levels.

Compensation decisions for the highest-paid member of the Group EC

The table below shows the compensation paid to Christian Mumenthaler, Group CEO (in the role since 1 July 2016):

CHF thousands

2018

2019

1

Benefits or allowances paid in cash. Includes healthcare and accident insurance benefits, lump sum expenses, transportation, and child and similar allowances.

2

Swiss Re’s Pension Fund has amended its regulations with effect from 1 January 2019, including some adjustments to the benefits provided to insureds in Switzerland. In consideration of those amendments (which apply to the Group CEO and Group EC members insured in Switzerland as well as all other employees insured in Switzerland), the figure disclosed for 2019 includes higher employer pension contributions and contributions to mitigate the effects of lower conversion rates.

3

For 2019, subject to shareholder approval at the AGM 2020. For 2018, as part of the aggregate amount of short-term variable compensation approved by the shareholders at the AGM 2019.

4

Disclosure reflects all awards for a reporting year, ie the 2018 value reflects the fair value of the LPP award granted in April 2018 and the 2019 value reflects the fair value of the LPP award granted in April 2019.

5

Amounts are gross before deduction of employee social security contributions. Additional and not included are company contributions to social security systems paid by Swiss Re in line with applicable laws, which amounted to CHF 230 930 in 2018 and to CHF 264 515 in 2019.

Base salary

1 475

1 500

Allowances1

35

35

Funding of pension benefits2

178

221

Total fixed compensation

1 688

1 756

Cash Annual Performance Incentive3

1 063

1 088

Value Alignment Incentive3

1 063

1 088

Leadership Performance Plan4

2 000

2 000

Granted in RSU (50%)

1 000

1 000

Granted in PSU (50%)

1 000

1 000

Total variable compensation

4 126

4 176

Total compensation5

5 814

5 932

Realised compensation for the highest-paid member of the Group EC

The chart below shows the compensation granted to and realised by Christian Mumenthaler, Group CEO (in the role since 1 July 2016) during 2019.

CHF thousands

Realised compensation for the highest-paid member of the Group EC (bar chart)

1 For 2019, subject to shareholder approval at the AGM 2020.

2 The LPP 2017 grant took place on 1 April 2017 and was based on a share price of CHF 90.70 (at the grant valuation date of 24 February 2017). Since vesting of the LPP 2017 will occur after the publication of this report, the closing share price at year-end 2019 of CHF 108.70 was used to estimate the realised value.

The performance of the Group CEO is evaluated against both quantitative targets (as defined in the Group Plan approved by the Board of Directors) and qualitative goals agreed between the Board of Directors and the Group CEO, designed to support long-term business strategy and drive sustainable performance across the Swiss Re Group.

While the Group’s financial performance in 2019 was below target, the Board of Directors recognised that an outstanding investment result was achieved based on decisive action on asset allocation strategy, very disciplined continuation of significant improvements on the cost side without cutting too deep into the knowledge base of the Group and a strong delivery on the agreement to sell ReAssure (subject to regulatory and anti-trust approvals).

In particular, the Board of Directors was satisfied with how decisively the turn around at Corporate Solutions was initiated under the strong and very close guidance of the Group CEO: the underwriting portfolio was pruned, new talent was brought in, costs were cut and at the same time morale and fighting spirit in the Business Unit were maintained. The Board of Directors also appreciated the Group’s efforts in the areas of technology, digitalisation and particularly in developing successful new business models.

Overall, the Board of Directors was pleased with the Group CEO’s effective management of the Group despite challenging conditions.

Additional information on compensation decisions

For US GAAP and statutory reporting purposes, VAI and LPP awards are accrued over the period during which they are earned. For the purpose of the disclosure required in this Compensation Report, the value of awards granted is included as compensation in the year of performance for the years 2018 and 2019, respectively.

Each member of the Group EC, including the Group CEO, participates in a defined contribution pension scheme. The funding of pension benefits shown in the previous two tables reflects the actual employer contributions.

Other payments to members of the Group EC

During 2019, no payments (or waivers of claims) other than those set out in the section “Compensation disclosure and shareholdings in 2019” were made to current members of the Group EC or persons closely related.

Shares held by members of the Group EC

The following table reflects Swiss Re share ownership by members of the Group EC as of 31 December:

Members of the Group EC

2018

2019

1

The number of shares held on 31 December 2018 when Agostino Galvagni stepped down from the Group EC was 99 521.

2

The number of shares held on 8 July 2019 when Jayne Plunkett stepped down from the Group EC was 30 406.

3

For personal reasons, Patrick Raaflaub has extended time to meet the share ownership levels required under Swiss Re’s Stock Ownership Guidelines.

4

The number of shares held on 30 June 2019 when Thomas Wellauer stepped down from the Group EC was 83 102.

Christian Mumenthaler, Group Chief Executive Officer

71 733

75 305

Urs Baertschi, CEO Reinsurance EMEA/Regional President EMEA

n/a

546

Andreas Berger, CEO Corporate Solutions

n/a

34

Anette Bronder, Group Chief Operating Officer

n/a

0

John R. Dacey, Group Chief Financial Officer

27 124

29 809

Nigel Fretwell, Group Chief Human Resources Officer

n/a

12 272

Guido Fürer, Group Chief Investment Officer

66 007

53 983

Agostino Galvagni, former CEO Corporate Solutions1

99 521

n/a

Hermann Geiger, Group Chief Legal Officer

n/a

49 318

Russell Higginbotham, CEO Reinsurance Asia/Regional President Asia

3 918

4 662

Thierry Léger, CEO Life Capital

53 785

56 167

Moses Ojeisekhoba, CEO Reinsurance

38 998

40 704

Jayne Plunkett, former CEO Reinsurance Asia/Regional President Asia2

36 264

n/a

Patrick Raaflaub, Group Chief Risk Officer3

3 944

16 590

Edouard Schmid, Chairman Swiss Re Institute & Group Chief Underwriting Officer

30 936

31 794

J. Eric Smith, CEO Reinsurance Americas/Regional President Americas

24 004

25 262

Thomas Wellauer, former Group Chief Operating Officer4

110 520

n/a

Total

566 754

396 446

Leadership Performance Plan units held by members of the Group EC

The following table reflects total unvested LPP units (RSUs and PSUs) held by members of the Group EC as of 31 December:

Members of the Group EC

2018

2019

Christian Mumenthaler, Group Chief Executive Officer

119 029

100 734

Urs Baertschi, CEO Reinsurance EMEA/Regional President EMEA

n/a

10 076

Andreas Berger, CEO Corporate Solutions

n/a

11 293

Anette Bronder, Group Chief Operating Officer

n/a

11 293

John R. Dacey, Group Chief Financial Officer

55 178

50 369

Nigel Fretwell, Group Chief Human Resources Officer

n/a

30 222

Guido Fürer, Group Chief Investment Officer

68 971

62 960

Agostino Galvagni, former CEO Corporate Solutions

55 178

n/a

Hermann Geiger, Group Chief Legal Officer

n/a

31 476

Russell Higginbotham, CEO Reinsurance Asia/Regional President Asia

26 277

31 808

Thierry Léger, CEO Life Capital

55 178

50 369

Moses Ojeisekhoba, CEO Reinsurance

55 178

50 369

Jayne Plunkett, former CEO Reinsurance Asia/Regional President Asia

44 142

n/a

Patrick Raaflaub, Group Chief Risk Officer

55 178

50 369

Edouard Schmid, Chairman Swiss Re Institute & Group Chief Underwriting Officer

41 962

44 095

J. Eric Smith, CEO Reinsurance Americas/Regional President Americas

44 142

40 295

Thomas Wellauer, former Group Chief Operating Officer

55 178

n/a

Total

675 591

575 728

Loans to members of the Group EC

As per Article 27 of the Articles of Association, credits and loans to members of the Group EC may be granted at employee conditions applicable for the Swiss Re Group, with a cap on the total amount of such credits and loans outstanding per member (currently CHF 3 million per member of the Group EC). In 2019, all existing loans and mortgates have been transferred to an external party. No new loans and mortgages were offered as of 1 July 2019.

For loans and mortgages offered up until the transfer, in general, credit was secured against real estate or pledged shares. The terms and conditions of loans and mortgages were typically the same as those available to all employees of the Swiss Re Group in their particular locations to the extent possible.

Swiss-based variable-rate mortgages had no agreed maturity dates. The basic preferential interest rates equaled the corresponding interest rates applied by the Zurich Cantonal Bank (“Zürcher Kantonalbank”) minus one percentage point. Where fixed or floating interest rates were preferential, the value of this benefit for the period from 1 January 2019 until the transfer has been included under “allowances” in the tables covering compensation decisions for Group EC members.

The following table reflects total mortgages and loans offered by Swiss Re for members of the Group EC as of 31 December:

CHF thousands

2018

2019

Total mortgages and loans to members of the Group EC

900

0

Highest mortgage or loan to an individual member of the Group EC:

 

 

Edouard Schmid, Chairman Swiss Re Institute & Group Chief Underwriting Officer

900

0

Total mortgages and loans not at market conditions to former members of the Group EC

4 300

0