Conflict of interest
The members of the Board of Directors are also subject to procedures to avoid any action, position or interest that conflicts with an interest of SRL or the Group or gives the appearance of a conflict. Each member must disclose any conflict of interest relating to a matter to be discussed at a meeting, as soon as the member becomes aware of the conflict, to the Chairman. The respective member must not participate in the discussion and decision-making involving the interest at stake. The Chairman informs the Board of Directors of the existence of the conflict and it is reflected in the meeting minutes. Each member must disclose any conflict of interest generally arising to the Group Chief Legal Officer (Group CLO), or in his absence to the Group Chief Compliance Officer (Group CCO). The Group CLO (or in his absence the Group CCO) ensures that such a reported conflict of interest is dealt with accordingly.
Information about managerial positions and significant business connections of non-executive directors
Walter B. Kielholz, Chairman of the Board of Directors since 1 May 2009, was Swiss Re’s CEO from 1 January 1997 to 31 December 2002. In line with SRL’s independence criteria, Walter B. Kielholz, being a full-time Chairman, is not considered independent. No other director has ever held a management position within the Group. None of the members of the Board of Directors has, or represents a company or organisation that has, any significant business connections with SRL or any of the Group companies, other than as disclosed in Note 19 to the Group financial statements in this Financial Report.
Other mandates, activities and functions
Article 26 of the Articles of Association governs the requirements regarding the external mandates held by Board members. Please see www.swissre.com/articlesofassociation
In addition, no member of the Board of Directors may serve on the board of directors of a listed company in which another member of the Board of Directors holds an executive function, or where a member of the Board of Directors is able to determine the compensation of another member of the Board of Directors.
All Board members comply with the requirements on external mandates set out in the Articles of Association. Any activities of Board members in governing and supervisory bodies of important Swiss and foreign organisations, institutions and foundations, as well as permanent management and consultancy functions for important Swiss and foreign interest groups and official functions and political posts, are stated in each of the directors’ biographies, which can be found in Members.
Changes in 2019
The composition of the Board of Directors remained unchanged in 2019. All the members of the Board of Directors stood for re-election. At the Annual General Meeting on 17 April 2019, the shareholders re-elected Walter B. Kielholz for a further one-year term of office as a member and as Chairman of the Board of Directors. All other members of the Board of Directors were individually re-elected by the Annual General Meeting 2019 for a further one-year term of office as members of the Board of Directors: Renato Fassbind (Vice Chairman and Lead Independent Director), Raymond K.F. Ch’ien, Karen Gavan, Trevor Manuel, Jay Ralph, Joerg Reinhardt, Eileen Rominger, Philip K. Ryan, Sir Paul Tucker, Jacques de Vaucleroy, Susan L. Wagner and Larry Zimpleman. The Board of Directors consists of 13 members.