Committees of the Board of Directors

As determined by the applicable Swiss Corporate law and the Articles of Association, the Board of Directors has inalienable and non-transferable responsibilities and authorities. The Board of Directors has established Board committees that support the Board in fulfilling its duties. The Board has delegated certain responsibilities, including the preparation and execution of its resolutions, to the following six committees:

• Chairman’s and Governance Committee
• Nomination Committee
• Audit Committee
• Compensation Committee
• Finance and Risk Committee
• Investment Committee

Each committee consists of a chairperson and at least three other members elected from among the Board of Directors. The members of the Compensation Committee are elected annually by the Annual General Meeting.

The term of office of a Board committee member is one year, beginning with the appointment at the constituting Board meeting following an Annual General Meeting and ending at the Board meeting following the subsequent Annual General Meeting. For the Compensation Committee members, the term of office begins with the election at the Annual General Meeting until completion of the next Annual General Meeting.

Please see below for an overview of the responsibilities and members of the Board committees. Depending on the responsibility, the Board committees have decision-making powers or act in an advisory capacity.

Committees of the Board of Directors

Chairman’s and Governance Committee

Responsibilities

The Chairman’s and Governance Committee’s primary function is to act as advisor to the Chairman and to address corporate governance issues affecting the Group and impacting its legal and organisational structure. It is also in charge of succession planning at the Board of Directors level (with the exception of the succession planning responsibilities that lie with the Nomination Committee), oversees the annual performance assessment and self-assessment at both the Board of Directors and the Group EC level.

Members

• Walter B. Kielholz, Chair
• Renato Fassbind
• Philip K. Ryan
• Jacques de Vaucleroy
• Susan L. Wagner

2019 key focus areas

• Sustainability: Oversaw the effective and efficient implementation of the Group Sustainability Strategy
• Succession planning: Steered the succession planning processes, where relevant in collaboration with the Nomination Committee
• Performance and self-assessments: Led the annual performance assessment and the annual self-assessment processes for the Board of Directors and the Group EC

Nomination Committee

Responsibilities

The Nomination Committee’s function is to generally assist the Board of Directors in its overall responsibility related to succession planning. The Nomination Committee’s responsibility is, in particular, to select and nominate candidates at the Board of Directors level for all the individuals who are elected by the Annual General Meeting. Those are the members at the Board of Directors, the Chairman and the members of the Compensation Committee.

Members

• Renato Fassbind, Chair
• Joerg Reinhardt
• Jacques de Vaucleroy
• Susan L. Wagner

2019 key focus areas

• Succession planning: Steered the succession planning processes for the Chairman and the Board members who are elected by the Annual General Meeting

Audit Committee

Responsibilities

The central task of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities as they relate to the integrity of SRL’s and the Group’s financial statements, the Swiss Re Group’s compliance with legal and regulatory requirements, the external auditor’s qualifications and independence, and the performance of Group Internal Audit (GIA) and the Group’s external auditor. The Audit Committee monitors independently and objectively SRL’s and the Group’s financial reporting process and system of internal control, and it facilitates ongoing communication between the external auditor, Group EC, Business Units, GIA and the Board of Directors with regard to the Group’s financial reporting and, more broadly, its financial situation.

Members

• Renato Fassbind, Chair
• Karen Gavan
• Trevor Manuel
• Philip K. Ryan

2019 key focus areas

• External auditor: Led the process for the selection of a new external auditor
• Reporting basis: Oversaw the decision-making process to change Swiss Re’s reporting basis from US GAAP to IFRS as of 2024
• Finance Transformation: Oversaw the finance transformation initiatives

Independence

All members of the Audit Committee are non-executive and independent.

Further qualifications

Additional qualification requirements apply to members of the Audit Committee: Each member of the Audit Committee has to be financially literate. At least one member must qualify as an Audit Committee financial expert, as determined by the Board of Directors. Members of the Audit Committee should not serve on audit committees of more than four listed companies outside the Group. Audit Committee members have to advise the Chairman of SRL before accepting any further invitation to serve on an audit committee of another listed company outside the Group and observe the limitations set in the Articles of Association in relation to external mandates.

Compensation Committee

Responsibilities

The Compensation Committee supports the Board of Directors in establishing and reviewing SRL’s compensation framework and guidelines and performance criteria as well as in preparing the proposals to the Annual General Meeting regarding the compensation of the Board of Directors and of the Group EC. It proposes compensation principles in line with legal and regulatory requirements and the Articles of Association for the Group to the Board of Directors for approval and, within those approved principles, determines the establishment of new (and amendments to existing) compensation plans, and determines, or proposes as appropriate, individual compensation. The Compensation Committee also ensures that compensation plans do not encourage inappropriate risk-taking within the Group and that all aspects of compensation are fully compliant with applicable laws, rules and regulations.

Members

• Jacques de Vaucleroy, Chair
• Raymond K.F. Ch’ien
• Renato Fassbind
• Joerg Reinhardt

2019 key focus areas

• Compensation Framework and Compensation Plan design: Monitored the effectiveness of the Compensation Framework and its alignment with both shareholders’ interests and long-term business strategy, specifically with regard to long-term incentives. Monitored the way that leadership has implemented and utilised the pay for performance framework, including pay equity principles at both the business and individual level
• Legal and regulatory developments: Monitored legal and regulatory developments, including continued compliance with the Ordinance against Excessive Compensation at Public Corporations

Finance and Risk Committee

Responsibilities

The Finance and Risk Committee annually reviews the Group Risk Policy and proposes it for approval to the Board of Directors, reviews risk and capacity limits approved by the Group EC as well as their usage across the Group and reviews the Risk Control Framework. It reviews the most important risk exposures in all major risk categories as well as new products or strategic expansions of the Group’s areas of business. It reviews the risk aspects of control transactions that cover the acqusition of equity ownership in legal entities for strategic purposes. In terms of risk and economic performance measurement it reviews critical principles used in internal risk measurement, valuation of assets and liabilities, capital adequacy assessment, and economic performance management. It also reviews capital adequacy and the Group’s treasury strategy.

Members

• Philip K. Ryan, Chair
• Jay Ralph
• Sir Paul Tucker
• Susan L. Wagner
• Larry Zimpleman

2019 key focus areas

• Cyber risk: Oversaw in particular the successful implementation of the cyber preparedness programme
• China growth: Monitored and reviewed the underwriting, operational and reputational risks associated with the growth strategy in China
• Claims processes: Reviewed regular updates on claims processes and functions in the Business Units Reinsurance and Corporate Solutions including the handling of large exposures

Investment Committee

Responsibilities

The Investment Committee endorses the strategic asset allocation and reviews tactical asset allocation decisions. It reviews the performance of the financial assets of the Group and endorses or receives information on participations and principal investments. It reviews the risk analysis methodology as well as the valuation methodology related to each asset class and ensures that the relevant management processes and controlling mechanisms in asset management are in place.

Members

• Susan L. Wagner, Chair
• Raymond K.F. Ch’ien
• Trevor Manuel
• Eileen Rominger
• Sir Paul Tucker
• Jacques de Vaucleroy

2019 key focus areas

• Investment performance: Reviewed SAA positioning, risk usage and performance in the context of financial markets and Business Unit developments
• Financial markets outlook: Evaluated evolving economic and financial market risks and their impact on portfolio strategy and relative value to ensure appropriate positioning
• Examined key topics such as liquidity and market structure, stress scenarios, ESG and investment trends