Board of Directors and Group EC: areas of responsibility

Non-transferable duties

The Board of Directors has the ultimate responsibility for the success of SRL and the Group within a framework of effective and prudent controls. It is responsible for the overall direction, supervision and control of SRL and the Group and the Group EC as well as for supervising compliance with applicable laws, rules and regulations. Such responsibilities are non-transferable and rest with the entire Board.

Delegation of management

The Board of Directors has delegated the management of SRL and the Group to the Group EC (see section on Executive Management, starting here). Such delegated tasks are within the responsibility of the entire Group EC. The Board of Directors based the delegated responsibilities on authority levels, including monetary thresholds and limits.

The tables on this and the next pages provide a non-exhaustive summary of the key responsibilities of the Board of Directors and tasks delegated to the Group EC.

Key responsibilities of the Board of Directors

Strategy and overall direction of the company

  • Defines the strategy of the Group based on proposals by the Group EC
  • approves the capital allocation plan for both Underwriting and Asset Management
  • approves the Group Risk Strategy and Risk Policy, which define the Group’s risk Appetite and tolerance, key principles for risk-taking and control and key capital structuring principles based on the endorsement by the Finance and Risk Committee
  • approves the entry into new business activities, provided they are of strategic relevance, and the exit of existing activities
  • approves significant corporate transactions, participations and principal investments and approves an annual capital expenditure plan
  • approves the financial objectives and the means necessary to achieve them
  • approves all matters where such decisions exceed the authorities delegated to the Board committees, the Group CEO, the Group EC and individual Group EC members and overrules decisions if necessary

Governance and organisation

  • Determines the operating model of the Group and the organisational structure in line with this model and the strategy
  • issues and regularly reviews necessary policies and directives, including governance standards and the Group Code of Conduct
  • supervises internal control
  • regulates the compensation framework of the Group; approves the Group’s variable compensation pool; proposes the Board of Directors and Group EC compensation to the Annual General Meeting for approval

Accounting, financial control and financial planning

  • Approves the applicable accounting standards for external reporting, budgeting and financial control and planning
  • approves the applicable proprietary economic reporting and performance measurement standards (EVM)
  • approves an annual budget and a mid-term financial plan based on both accounting and internal economic standards
  • approves the annual financial statements for both SRL and the Group based on the recommendations of the Audit Committee
  • is informed of the quarterly and semi-annual financial statements for both SRL and the Group, which are approved by the Audit Committee
  • approves the Annual Report of both SRL and the Group
  • approves the publication of the Annual Report, semi-annual financial statements and quarterly key financial figures news releases

Appointment and removal of Group EC members and further key executives, People Strategy

  • Appoints and removes Group EC members and the Company Secretary; reviews their performance and plans their succession
  • approves the People Strategy of the Group and, on an annual basis, reviews progress towards this strategy
  • annually reviews with the Group EC the Group’s overall human capital situation, strength of management and issues like diversity and inclusion, performance process and quality of succession planning

Capital

  • Takes decisions regarding equity and equity-linked issuances and corresponding share capital increases, if any, and reductions of share capital in line with applicable law
  • approves annually a debt funding plan, and, if required, approves individual debt issuances

General Meetings of shareholders

  • Convenes General Meetings of shareholders and decides on proposals to be brought forward to the shareholders
  • implements resolutions taken by the shareholders

Key responsibilities of the Group Executive Committee

Under the leadership of the Group CEO, the Group EC has management responsibility for matters concerning SRL as a legal entity. Additionally, the Group EC has management and functional responsibility for Group matters. In particular, the Group EC focuses on (the control of) the implementation of the Group Strategy, as promulgated and approved by the Board of Directors. In particular, it includes the responsibilities addressing Group Strategy, including strategic and financial targets for the Business Units; decisions on Group-wide steering and control; allocation of capital and resources to business opportunities; asset and liability management, treasury, Group funding and capital management; finance and risk management, governance, compliance, legal and regulatory affairs; functional issues such as human resources, talent management as well as reputational issues and branding. In particular with respect to the below topics, the Group EC:

Governance

  • Has overall responsibility for managing Group operations
  • issues guidelines relating to the delegation of decision-making authority within the Group

Strategy and structure

  • Ensures implementation of the Group strategy
  • decides on legal, financial and management structures, as delegated by the Board of Directors

Planning

  • Prepares and proposes the Group business plan to the Board of Directors for approval and reviews the Business Units’ business plans

Financial reporting

  • Oversees the preparation and presents to the Board of Directors the annual and interim financial statements of both SRL and the Group together with segment reporting on the Business Units

Capital management

  • Establishes principles on financing through capital markets and the allocation of financial resources within the Group
  • establishes the principles for intra-Group transactions and funding

Risk management

  • Establishes the principles for external retrocession and the balancing of Group-wide catastrophe and accumulated risk
  • supervises the Group’s internal control evaluation and certification process

Business transactions

  • Decides on certain strategic transactions and proposes important strategic transactions to the Board of Directors for discussion and decision

Legal, regulatory and compliance

  • Oversees implementation of Group-wide compliance procedures and monitors remediation of any regulatory and compliance deficiencies

People Strategy

  • Has responsibility for the Group’s people management, subject to the authority of the Board of Directors

Compensation

  • Makes proposals for the individual compensation of selected members of senior management
  • proposes benefit plans to the Compensation Committee for decision

The Group EC discharges its responsibilities as a joint body, except for responsibilities delegated to the Group CEO and further individual Group EC members. For the key responsibilities of individual Group EC members, please see Key responsibilities of the Group Executive Committee members.