Compensation framework for the Board of Directors
The objective in compensating members of the Board of Directors is to attract and retain experienced individuals who are highly motivated to perform a critical role in the strategic oversight of Swiss Re and to contribute their individual business experience and expertise. The structure of fees for members of the Board of Directors takes account of the way their contribution to the success of Swiss Re differs from that of the members of the Group EC.
The fee components are structured to achieve a strong alignment with the interests of Swiss Re Ltd´s shareholders:
- Fees are delivered 60% in cash and 40% in shares. The shares have a four-year blocking period.
- The Board members do not receive variable or performance-based compensation.
- The fee level for each Board member, subject to their re-election, is reviewed annually.
- The maximum aggregate amount of compensation for the members of the Board of Directors is approved by the Annual General Meeting (AGM) in advance of the term of office for which the Board members are (re-)elected.
Roles and time commitment
Swiss Re Ltd’s Board of Directors has a special skill set including experience in key areas such as insurance and reinsurance, finance, accounting, capital markets, risk management and regulatory matters, as well as leadership and decision-making experience in large, complex financial institutions. The mandate also demands significant commitment, high integrity and intercultural communication competence. The fees for the members of the Board of Directors reflect different responsibilities and committee memberships. The individual level of pay therefore varies.
Certain committees, such as the Audit Committee, meet more frequently or hold longer meetings, and hence have higher workloads reflected in their fees. The table in Working methods of the Board of Directors and its committees in the Financial Report provides an overview of the meetings of the Board of Directors and its committees held in 2019.
The Chairman of the Board of Directors devotes himself full-time to his role. In defining the position of Chairman as a full-time role, Swiss Re applies best practice for regulated, complex financial institutions.
The Vice Chairman, who is also the Lead Independent Director, acts as a deputy of the Chairman if the Chairman is prevented from performing his duties or in potential conflict of interest situations. The Vice Chairman may prepare and execute Board resolutions on request of the Board and liaises between the Board and the Group EC in matters not reserved to the Chairman. The Lead Independent Director acts as an intermediary between the Group and its shareholders and stakeholders in the absence of the Chairman or, in particular, when a senior independent member of the Board is required. He may convene and chair sessions where the Chairman is not present. He will communicate the outcome of these sessions to the Chairman.
For further details on the duties and required expertise of the members of the Board of Directors (including the Chairman and Vice Chairman), please refer to Election, succession planning, qualifications and term of office and Allocation of tasks within the Board of Directors in the Corporate Governance Chapter of the Financial Report.
In line with Swiss law, and as outlined in the Articles of Association, the aggregate compensation for the members of the Board of Directors for the next term of office is subject to shareholder approval at the AGM.
Subsidiary boards of directors
The majority of the board members at subsidiary level are Swiss Re executives. They do not receive any additional compensation for their services in these roles. The non-executive members of the subsidiary boards receive their fees 100% in cash. When a member of the Board of Directors of Swiss Re Ltd also serves on the board of a subsidiary, the aggregate compensation of the Board of Directors proposed to the AGM for approval also includes any subsidiary board fees.