Organisational structure of the Board of Directors

Swiss Re’s governance framework

The Board of Directors constitutes itself at the first meeting following the Annual General Meeting. However, it is the Annual General Meeting though, which elects the Chairman and the members of the Compensation Committee. The Board of Directors elects from among its independent members a Vice Chairman and a Lead Independent Director. The same member may act in both roles. The Board of Directors also elects the Chairpersons and members of the Board Committees (other than the members of the Compensation Committee) as proposed by the Chairman’s and Governance Committee. The Board of Directors may remove members from any such special function at any time. The Board of Directors also appoints its secretaries, who do not need to be members of the Board of Directors.