Compensation governance

Authority for decisions related to compensation at the Board and Group EC level is governed by the Articles of Association and the Bylaws of Swiss Re Ltd, including the Charter of the Compensation Committee. The main responsibilities of the Compensation Committee are summarised in the table.

The Articles of Association of Swiss Re Ltd include rules on

  • The annual and binding approval by the AGM of the maximum aggregate amounts of compensation of members of the Board of Directors and of the Group EC (Article 22).
  • The supplementary amount for changes in the Group EC (Article 23) if the maximum aggregate amount of compensation approved by the AGM is not sufficient to also cover compensation of a new Group EC member.
  • The compensation principles for both the members of the Board of Directors and of the Group EC covering short-term and long-term elements, performance-related pay, payment in shares, financial instruments or units, compensation in kind or other types of benefits (Article 24).
  • The agreements with members of the Board of Directors and the Group EC, external mandates and credits and loans (Articles 25 to 27).

The Articles of Association are available on the Swiss Re website at:

Roles and responsibilities in respect of compensation


Description of roles and responsibilities

Board of Directors

  • Establishes and periodically reviews Swiss Re’s compensation framework, including guidelines and performance criteria.
  • Prepares the proposals to the AGM regarding Board of Directors and Group EC compensation.
  • Further details can be found in the Corporate Governance section of this Financial Report.

Compensation Committee

  • Consists of at least four independent members of the Board of Directors. Each member of the Compensation Committee is elected individually at the AGM for a term of office until completion of the next AGM.
  • Is governed by a Charter approved by the Board of Directors, which defines the purpose, composition and procedural rules of the Compensation Committee, including its responsibilities and authorities for making proposals and decisions related to compensation of the members of the Board of Directors and the Group EC.
  • Assesses the individual performance of the members of the Group EC, including the Group CEO, and periodically reviews the effectiveness of the performance management process.
  • Is responsible for making recommendations to the Board of Directors and overseeing the design and implementation of compensation principles, policies, framework, plans and disclosure.
  • Reviews compensation principles, policies and share-based plans annually to ensure that these remain in line with Swiss Re’s objectives and strategy, shareholders’ interests and legal and regulatory requirements.
  • Further details can be found in the Corporate Governance section of this Financial Report.


  • The Group CEO and the Group Chief Human Resources Officer participate in the Compensation Committee meetings. Up until 30 June 2019, the Group COO also participated in the Compensation Committee meetings.
  • Other members of senior management may attend as deemed appropriate by the Compensation Committee and upon invitation by the Chair of the Compensation Committee.
  • No individual may attend any part of a meeting where their own compensation is discussed.


  • The Head of Reward serves as the Secretary to the Compensation Committee and attends its meetings (apart from the executive sessions).

External Advisors

  • Mercer provides information about remuneration trends, market benchmarking and advice on executive compensation issues.
  • Niederer Kraft Frey Ltd provides legal advice, mainly about specific aspects of compliance, plan rules and disclosure matters regarding compensation.
  • These advisors are retained by the Compensation Committee and provide the Compensation Committee with an external perspective. They may also have other mandates with Swiss Re.