Supplementary information on Group EC members
Performance assessment
The Compensation Committee assesses the performance of the Group EC, including the Group CEO, against a set of quantitative and qualitative objectives. These objectives are agreed at the beginning of the year and are aligned with the Group’s strategy.
Compensation approval
The determination of compensation for the Group EC, including the Group CEO, is ultimately subject to AGM approval, as outlined in the Articles of Association.
Benchmarking
The external compensation advisor to the Compensation Committee conducts an annual review of the compensation of the Group EC relative to a group of reference companies to ensure that market competitiveness is maintained. The reference companies are regularly reviewed by the Compensation Committee to ensure their relevance. The core peer group consists of the following globally active primary insurance and reinsurance firms: AIA Group Ltd, Allianz SE, American International Group Inc, Aviva PLC, AXA SA, Chubb Limited, Hannover Rueck SE, Insurance Australia Group Ltd, MetLife Inc, Muenchener Rueckversicherungs-Gesellschaft AG, Prudential PLC, QBE Insurance Group Ltd, Reinsurance Group of America Inc, SCOR SE and Zurich Insurance Group Ltd.
Employment conditions and change of control provisions
The Group EC members, including the Group CEO, have open-ended employment agreements with notice periods of 12 months for termination either by the company or the individual. Their employment agreements do not contain severance clauses (“golden parachutes”), special provisions on the cancellation of contractual arrangements, agreements concerning special notice periods, waivers of lock-up periods for options, shorter vesting periods, additional contributions to pension funds or any other provisions protecting the individuals concerned against changes of control.
With regard to deferred compensation, in the event of a change of control, the rights of members of the Group EC and other members of senior management are identical to those of all other employees. Both the VAI and LPP Plan Rules include provisions governing change of control events.
Specifically, the Board of Directors (or to the extent delegated to it, the Compensation Committee) may decide at its discretion on the continuation, acceleration, amendment or removal of any vesting, blocking or exercise conditions for the payment or grant of deferred compensation. It may also decide to replace any LPP award with shares of the entity assuming control. In addition, it may apply any other measure which it considers equitable and reasonable, provided this does not constitute impermissible compensation pursuant to the Ordinance. Should the Board of Directors decide to accelerate vesting, performance factors will generally be based on the latest performance estimates available.
Information on “change of control” clauses is also covered in the Corporate Governance section in this Financial Report. For more information on the quantitative impact of vested shares, please refer to Capital structure in this Financial Report and Note 17 to the Group financial statements in this Financial Report.
Group EC members are covered by the Group’s standard defined contribution pension plans.
Stock Ownership Guidelines
Swiss Re has stock ownership guidelines which articulate the levels of stock ownership expected of the Group EC members, including the Group CEO. The guidelines are designed to increase the alignment of the interests of senior management and shareholders.
The guidelines define target ownership by role and the ownership levels required are:
- Group CEO – 3 × annual base salary.
- Other Group EC members – 2 × annual base salary.
For the avoidance of doubt, stock ownership guidelines do also apply to the senior executives below the Group EC members (1 × annual base salary).
Members have a five-year timeframe to achieve these targets. In case of non-compliance and because Swiss Re believes that a meaningful stock ownership position is essential for alignment with the interests of shareholders, restrictions on the cash portion of the API and/or the vested VAI amounts will apply. These amounts may be settled in shares, then bought against market conditions.
All vested shares that are owned directly or indirectly by the relevant Group EC member and related parties will be included in the assessment of whether the guidelines have been met or not.