Ensuring good corporate governance and compliance

Environmental, social and governance (ESG) issues have grown in importance and become key focus areas in Europe, the US and other jurisdictions.

Legislators, regulators, asset managers, shareholders and other stakeholders are increasingly looking to corporate governance as a means of improving transparency and accountability for sustainability. In particular, companies are now expected to have appropriate governance structures and governance priorities to address ESG issues. Corporate governance objectives over which boards in recent years have assumed greater oversight responsibility, such as diversity, better alignment of executive compensation and stakeholder engagement, are increasingly seen as having ESG aspects, making these topics even more important.

ESG is figuring more prominently particularly in Europe, but also in the US and in other key jurisdictions, in investment decisions and in corporate disclosure. We expect to see an increased focus on corporate disclosure, particularly around climate change. Europe is taking the lead on climate-related disclosures, and there is an emerging consensus on the need for greater standardisation of climate disclosures and performance measures.

We also expect that demonstrating leadership on ESG topics will be seen by asset managers, shareholders and others, including employees and customers, as a differentiating factor, providing advantages across a range of areas for those able to demonstrate a commitment to, and significant transparency around, ESG themes. For more information on our sustainability governance, please see section “Sustainability governance” and refer to the Financial Report 2020.

Swiss Re’s corporate governance framework

The Board of Directors (BoD) has ultimate responsibility for the success of Swiss Re Ltd and the Group within a framework of effective and prudent controls. It is responsible for the overall direction, supervision and control of Swiss Re Ltd and the Group and of the Group Executive Committee (Group EC), as well as for supervising compliance with applicable laws, rules and regulations. Such responsibilities cannot be delegated and therefore rest with the entire BoD. The BoD has delegated the management of Swiss Re Ltd and the Group to the Group EC. This corporate governance framework ensures sustainability, fosters transparency and facilitates a quality assessment of the Swiss Re Group’s organisation and business.

Swiss Re’s corporate governance documents

Swiss Re’s Code of Conduct provides key principles that guide Swiss Re in making responsible decisions and achieving results using the highest ethical standards. It is built on the five Swiss Re values: integrity, team spirit, passion to perform, agility and client centricity (see section “Compliance”).

The Corporate Governance Guidelines set out Swiss Re’s harmonised governance principles and standards, ensuring a consistent and tailored corporate governance approach across the Group.

The Articles of Association define the legal and organisational framework of Swiss Re Ltd as the Group’s holding company. The Bylaws define Swiss Re’s governance framework and include the responsibilities of the BoD and the Group EC and their members. The Board Committee Charters outline the duties and responsibilities of the Board Committees and form part of the Bylaws. The Bylaws and the Board Committee Charters are not publicly available.