Zurich, 18 March 2021
Transforming Tomorrow Together Corporate Governance Report 2020 Corporate governance
Swiss Re’s strong governance supports the Board of Directors’ and the Group Executive Committee’s leadership during the COVID-19 crisis. Contents
Overview 02 Group structure and shareholders 06 Capital structure 08 Board of Directors 10 Executive Management 24 Shareholders’ participation rights 30 Changes of control and defence measures 31 Auditors 32 Information policy 34
Swiss Re | Corporate Governance Report 2020 1 Corporate governance
Overview
The global pandemic has forced companies to better articulate their corporate strategies and to explain how their boards and management teams are furthering those strategies in fraught times.
COVID-19 Governance Swiss Re has navigated the crisis very successfully and ensured seamless continuity of business operations. To address the crisis, the Board of Directors and its Board committees increased the frequency of their meetings, demonstrating their commitment to decisive leadership and providing critical support for the Group Executive Committee (Group EC). The Board of Directors received regular updates on the spread of the pandemic, its impact on Swiss Re’s employees, operations and business, as well as the mitigating efforts put in place. The Board of Directors was informed of how management handled the evolving pandemic and its effect on client interactions, writing new business and managing claims, as well as the many reporting necessities. The Board committees dealt with COVID-19-related topics based on their respective competencies and responsibilities. Their tasks are described in the section on the Board committees (see page 20). Swiss Re’s Group Crisis Walter B. Kielholz Management Team (GCMT), under the lead Chairman of the Board of Directors of the Group CRO and the Group COO as deputy, held weekly meetings between February and May 2020. The GCMT is composed of Group EC members (Group CFO, Group CIO, Group CUO, Group HRO, The Board of Directors’ dedicated Group CLO) as well as further senior commitment and strong leadership management members, such as the Head Group Communications, Head Investor are key to navigate through a crisis. Relations and Head IT. The GCMT took the lead in developing and coordinating the implementation of business continuity measures across the Swiss Re Group to protect the health and safety of our employees. Measures included work-from- home protocols, guidelines on travel and the closure of our premises. Coordination was handled through local incident management teams. The GCMT reported to the Group EC after each of its meetings. Beginning in May, the Group EC held regular calls to address pandemic-related matters. GCMT and Group EC directives and actions were in line with the recommendations and guidelines set by the Swiss Federal Council and Switzerland's Federal Office of Public Health and all local directives.
2 Swiss Re | Corporate Governance Report 2020 Cyber Risk Corporate Governance Trends Sustainability Highlights 2020/21 The cyber threat landscape is constantly Sustainability remains top priority Sustainability-related targets and evolving, and Swiss Re’s Board of Directors Legislators, regulators, asset managers, KPIs linked to compensation continues to closely monitor the company’s shareholders and other stakeholders are As part of our Group Sustainability Strategy cyber threat resilience. The Board of increasingly looking to corporate governance implementation, we introduced sustainability Directors were updated on important cyber as a means of improving transparency as an additional qualitative assessment security developments, in particular the and accountability for sustainability. In dimension for determining our Group increase of Covid-19 related attacks across particular, companies are now expected Annual Performance Incentive (API) pool. the globe and the wide-ranging SolarWinds to have appropriate governance structures This establishes a clear connection cyber incident. Swiss Re’s IT infrastructure and governance priorities to address between sustainability targets and and cyber defence measures proved to environmental, social and governance compensation for all employees, including be resilient and no breaches were reported. (ESG) issues. Corporate governance the Group EC. The sustainability assessment Besides the ever-changing cyber threat objectives over which boards have for 2020 is primarily based on qualitative landscape, Swiss Re’s exposure and digital assumed greater oversight responsibility key performance indicators (KPIs) and footprint is expanding due to our in recent years, such as diversity, better targets. These are aligned with our 2030 digitalisation efforts, the move of critical alignment of executive compensation and Sustainability Ambitions and our net-zero business applications to the cloud and stakeholder engagement, are increasingly commitments. In the course of 2020, we our business transformation with the seen as having ESG aspects, making these further enhanced the framework by defining development of new markets and new topics even more important. ESG is figuring quantitative KPIs and respective targets, innovative products. The Finance and Risk more prominently particularly in Europe, which will form the basis for the 2021 Committee received an in-depth report on but also in the United States and in other performance assessment. Swiss Re will cloud security with the focus on protecting key jurisdictions, in investment decisions continue refining sustainability-related KPIs Swiss Re and client data related to public and in corporate disclosure. We expect and targets to ensure we are reaching our cloud services. In April 2020 the Finance to see an increased focus on corporate ambitious sustainability commitments. For and Risk Committee also reviewed the disclosure, particularly around climate a description of the Group API pool funding annual cyber risk assessment report, which change. Europe is taking the lead on process see our Financial Report 2020 evaluates Swiss Re’s cyber risk exposure climate-related disclosures, and there on page 121. For performance outcomes and cyber threat resilience. The regular is an emerging consensus on the need on the qualitative assessment, including re-assessment enables the Board members for greater standardisation of climate sustainability aspects, in 2020, please to understand how well the company’s disclosures and performance measures. see our Financial Report 2020, page 133, assets are protected against the evolving We also expect that demonstrating as well as our Sustainability Report, risks of intrusions, data breaches, and loss leadership on ESG topics will be seen by pages 16–21. of access. Members of the Finance and asset managers, shareholders and others, Risk Committee regularly share their cyber including employees and customers, as a expertise with Management and the topic differentiating factor, providing advantages of cyber risk remains a standing item on across a range of areas for those able the Finance and Risk Committee agenda. to demonstrate a commitment to, and The company’s cyber risk strategy will significant transparency around, ESG continue to be a key focus area for the themes. Please continue reading for more Board and its Committees. information on our sustainability highlights 2020/2021. For more information on our sustainability governance please refer to the next page. For more information on Swiss Re’s approach regarding sustainability, please refer to pages 148–179 of our Financial Report 2020 as well as to our separate Sustainability Report:
https://reports.swissre.com/ sustainability-report/2020
Swiss Re | Corporate Governance Report 2020 3 Corporate governance Overview
Our Sustainability Governance Sustainability Governance Swiss Re has a well-defined governance framework to develop, enhance, implement and monitor its Group Sustainability Board Strategy. At Swiss Re’s highest governance Group level of Directors Verwaltungsrat level, the Board of Directors is responsible Business level2 for overseeing the development and Board committees1 1 adoption of the Group Sustainability Chairman’s & Verwaltungsratsausschüsse Governance Committee Präsidial- und Strategy and related policies. It has Governanceausschuss assigned detailed responsibilities to four Compensation Finance & Risk Investment Vergütungs - Finanz- und Anlage- Committee Committee ausschuss ausschuss Board committees: Committee Risikoausschuss Group Executive Committee Geschäftsleitung • The Chairman’s and Governance Committee monitors and reviews general Group Functions2 Gruppenfunktionen2 progress toward achievement of the Group Group Risk Swiss Re Group Asset Group Group Human Group Group Risk Swiss Re Group Asset Group Group Human Group’s Sustainability Strategy, including Finance Management Institute Management Operations Resources Finance Management Institute Management Operations Resources all sustainability-related external engagements, based on regular updates Group Sustainability Council Group Sustainability Council from management and the sustainability team. Reinsurance Corporate Solutions iptiQ3 Public Sector Solutions Reinsurance Corporate Solutions iptiQ3 Public Sector Solutions
• The Compensation Committee 1 Only those Board committees with allocated responsibilities related to sustainability are listed. establishes and reviews the compensation 2 Dedicated sustainability roles, networks and/or committees in all Group Functions and on Business level. 3 The Division iptiQ has been in place since 1 January 2021. The Business Unit Life Capital was disbanded at framework, guidelines and performance the end of December 2020. criteria. Performance criteria include sustainability-related topics.
• The Finance and Risk Committee • The Group Chief Risk Officer (Group CRO) • The Group Chief Underwriting Officer defines the Group Risk Policy, reviews risk is responsible for establishing the Group’s (Group CUO) is responsible for Swiss Re capacity limits, monitors adherence to Risk Management Framework for all risk Institute’s research agenda which risk tolerance, and reviews all top risk categories, including risks related to includes sustainability and resilience- issues and exposures, including those sustainability. In addition, the Group CRO related topics. with a specific sustainability dimension. chairs the Group Sustainability Council (GSC). In this role, he guides the GSC’s • The Group Chief Operating Officer • The Investment Committee sustainability activities across the (Group COO) is responsible for the reviews Swiss Re’s Asset Management Swiss Re Group. Corporate Real Estate & Services (CRES) activities and, as part of this, receives division which steers and monitors the regular updates on Group Asset • The Group Chief Investment Officer reduction of Swiss Re’s direct Management’s approach to enhancing (Group CIO) is responsible for ensuring environmental footprint and is in charge responsible investing. consistent integration of ESG aspects of Swiss Re’s Greenhouse Neutral
across the investment process. The Programme to reduce our own CO2 While the Board of Directors is responsible Group CIO is responsible for investment emissions as well as the commitment for oversight, the Group EC ensures the decisions within the Strategic Asset to reach net-zero CO2 emissions in implementation of the Group Sustainability Allocation implementation, including our operations by 2030. Strategy. It therefore approves detailed those related to responsible investing, sustainability policies, such as the oil and and is informed of ESG updates through gas policy updated in 2020. For further various channels, including the Asset details please refer to page 38 in our Management Investment Committee. Sustainability Report, available at: https://reports.swissre.com/sustainability- • The Group Chief Financial Officer report/2020 Furthermore, it sets and (Group CFO) is responsible for Swiss Re’s monitors risk capacity limits (including for investor relations and public disclosures, natural catastrophes) and determines including the Group Annual Report, product policy and underwriting standards. which includes our climate-related The Group EC members have explicit financial disclosures. responsibilities related to sustainability, which include but are not limited to the following: Find out more
For more information please visit: www.swissre.com/sustainability
4 Swiss Re | Corporate Governance Report 2020 Key Focus Area 2020/2021 Swiss Re’s Corporate Governance Swiss Re’s Governance Documents Changes to the Group structure Framework Swiss Re’s Code of Conduct provides key The Business Unit Life Capital, which The Board of Directors has ultimate principles that guide Swiss Re in making combined the closed book business of responsibility for the success of Swiss Re responsible decisions and achieving ReAssure with the open book businesses Ltd and the Group within a framework of results using the highest ethical standards. of elipsLife and iptiQ, was disbanded by effective and prudent controls. It is It is built on the five Swiss Re Corporate the end of December 2020, following the responsible for the overall direction, Values: Integrity, Team Spirit, Passion to completion of the sale of ReAssure to supervision and control of Swiss Re Ltd and Perform, Agility and Client Centricity. Phoenix Group Holdings plc. Effective the Group and of the Group EC, as well as The Corporate Governance Guidelines set 1 September 2020, the CEO Life Capital for supervising compliance with applicable out Swiss Re’s harmonised governance ceased to be a member of the Group laws, rules and regulations. Such principles and standards, ensuring a Executive Committee. The Business Unit responsibilities cannot be delegated and consistent and tailored corporate Corporate Solutions assumed responsibility therefore rest with the entire Board. The governance approach across the Group. for elipsLife as of 1 October 2020, which Board of Directors has delegated the The Articles of Association define the legal provides life and health insurance solutions management of Swiss Re Ltd and the Group and organisational framework of Swiss Re and services for corporate clients, allowing to the Group EC. Ltd as the Group’s holding company. it to better leverage this Business Units The Bylaws define Swiss Re’s governance relationships with corporates and brokers. This corporate governance framework framework and include the responsibilities Swiss Re’s white-labelling digital insurance ensures sustainability, fosters transparency of the Board of Directors and the Group EC platform iptiQ became a standalone division and facilitates a quality assessment of the and their members. reporting to the Group CEO, effective Swiss Re Group’s organisation and The Board Committee Charters outline the 1 January 2021, enabling a greater focus business. duties and responsibilities of the Board on this business. Committees and form part of the Bylaws. The Bylaws and the Board Committee On 25 September 2020, we announced Charters are not publicly available. that we would further streamline the legal entity structure of the Swiss Re Group. Swiss Re intends to reorganise the legal entity structure of its Corporate Solutions Business. As part of the changes, Swiss Re intends to make Swiss Reinsurance For Swiss Re’s governance documents Company Ltd the sole direct wholly-owned please visit: operating subsidiary of Swiss Re Ltd. Group Code of Conduct Swiss Reinsurance Company Ltd would in files.swissre.com/codeofconduct/ turn have separate holding companies for the Reinsurance and Corporate Solutions Corporate Governance Guidelines Business Units, as well as the Division iptiQ. www.swissre.com/ The streamlining of the Group’s legal corporategovernanceguidelines entity structure will not change the fact that Articles of Association (Swiss Re Ltd) these businesses continue to operate www.swissre.com/articlesofassociation independently. It is expected that the target legal entity structure will be implemented by the end of 2021, subject to receipt of the required regulatory approvals.
Swiss Re’s corporate governance adheres to:
• The SIX Swiss Exchange’s Directive on Information Relating to Corporate Governance (including its annex) dated 20 June 2019, effective as of 2 January 2020. • The Swiss Code of Best Practice for Corporate Governance (Swiss Code) of Information on compensation 28 August 2014, issued by economiesuisse, the Swiss business federation. Information on compensation and • The Swiss Financial Market Supervisory Authority FINMA provisions on corporate shareholdings of, and loans to, the governance, risk management and internal control system at insurers. members of the Board of Directors and the Group EC are included in the Swiss Re’s corporate governance also complies with applicable local rules and Compensation Report beginning on regulations in all jurisdictions where it conducts business. page 114 of our Financial Report 2020.
Swiss Re | Corporate Governance Report 2020 5 Corporate governance
Group structure and shareholders
Operational Group structure
Group CEO
Group CFO Group Finance
Group CRO Group Risk Management Americas Group CUO Swiss Re Institute (SRI) EMEA Group CIO Group Asset Management Asia Group COO Group Operations Regional Presidents Group CHRO Group Human Resources
Group CLO* Group Legal** Group Functions and Group Legal
Business Unit Business Unit Business Unit Reinsurance Corporate Solutions Life Capital*** Proper t y & Life & Casualty Health
* The Group CLO reports with a dual reporting line to the Group CEO and the Group COO. ** Group Legal is not a Group Function. *** Disbanded at the end of December 2020. Effective 1 January 2021: Division iptiQ. For more details please refer to page 83.
Legal structure — listed and non-listed Information on its market capitalisation Swiss Re Ltd has a level I American Group companies is provided on pages 32–33 of our Depositary Receipts (ADR) programme in Swiss Re Ltd, the Group’s holding company, Financial Report 2020. No other Group the US. The ADR are traded over the is a joint stock company, listed in companies have shares listed. More counter (OTC) (ISIN US8708861088, OTC accordance with the International Reporting information on the Group companies is symbol SSREY). One Swiss Re Ltd share Standard on SIX Swiss Exchange (ISIN provided in Note 20 to the Group financial equals four ADR. Neither the ADR nor the CH0126881561, Swiss Security Number statements on pages 278–280 of our underlying Swiss Re Ltd shares are listed on 12688156), domiciled at Mythenquai Financial Report 2020. a securities exchange in the US. Shares 50/60 in 8022 Zurich, and organised represented by ADR for which no specific under the laws of Switzerland. voting instructions are received by the depositary from an ADR holder, are not voted at shareholder meetings.
6 Swiss Re | Corporate Governance Report 2020 Significant shareholders The following table provides a summary of the disclosure notifications of major shareholders holding more than 3% of voting rights:
% of voting rights Creation of the Shareholder Number of shares and share capital obligation to notify BlackRock, Inc. 15 995 446 5.04 31 December 2020
For the detailed disclosure notification please visit: www.swissre.com/disclosureofshareholdings
Registered shareholdingsshareholdings by by type type Shareholder structure As of 31 December 2020 Registered — unregistered1 shares 62.0%62.0% InstitutionalInstitutional As of 31 December 2020 Shares in % shareholdersshareholders Registered shares2 174 237 358 54.9 33.9%33.9% IndividualIndividual Unregistered shares2 114 739 041 36.1 shareholdersshareholder Shares held by Swiss Re 28 520 907 9.0 4.1%4.1% Swiss Re Share buy-back programme 0 0.0 employeesemployees Total shares issued 317 497 306 100.0 1 “Unregistered” shares refers to shares for which no application has been received by the owner to enter the shares in the share register. 2 Without Swiss Re’s holdings.
Registered shareholdingsshareholdings by by country country Registered shares with voting rights by shareholder type As of 31 December 2020 As of 31 December 2020 Shareholders in % Shares in % Individual shareholders 90 579 89.5 59 109 999 33.9 61.4% Switzerland Swiss Re employees 6 671 6.6 7 146 975 4.1 19.0% UKUK Total individual shareholders 97 250 96.1 66 256 974 38.0 10.2%1 0 . 2 % USAUS Institutional shareholders 3 934 3.9 107 980 384 62.0 9.4%9 . 4 % OtherOther registeredregistered Total 101 184 100.0 174 237 358 100.0 shareholders
Registered shares with voting rights by country
As of 31 December 2020 Shareholders in % Shares in % Switzerland 87 417 86.4 106 990 760 61.4 UK 969 0.9 33 128 665 19.0 US 1 405 1.4 17 782 985 10.2 Other 11 393 11.3 16 334 948 9.4 Total 101 184 100.0 174 237 358 100.0
Registered shares with voting rights by size of holding
As of 31 December 2020 Shareholders in % Shares in % Holdings of 1–2 000 shares 94 671 93.6 34 781 138 20.0 Holdings of 2 001–200 000 shares 6 437 6.3 58 905 181 33.8 Holdings of > 200 000 shares 76 0.1 80 551 039 46.2 Total 101 184 100.0 174 237 358 100.0
More information Cross-shareholdings More information on the Swiss Re Ltd Swiss Re has no cross-shareholdings in excess of 5% of capital or voting rights with any shares, such as the price performance other company. and trading volume in 2020, Swiss Re’s dividend policy and dividends, the share buy-back programmes and an overview of the key share statistics since 2014, is included in the section “Share performance” on pages 32–33 of our Financial Report 2020.
Swiss Re | Corporate Governance Report 2020 7 Corporate governance
Capital structure
Capital Changes in capital Changes in 2019 As a result of the cancellation of shares Changes in 2020 The Annual General Meeting 2019 repurchased under the share buy-back The Annual General Meeting 2020 approved the reduction of the ordinary programme that was completed on approved the reduction of the ordinary share capital by CHF 1 121 476.10 from 18 February 2020, the fully paid-in share share capital by CHF 990 739.80 from CHF 33 861 946.50 to CHF 32 740 470.40 capital of Swiss Re Ltd as of 31 December CHF 32 740 470.40 to CHF 31 749 730.60 by cancelling 11 214 761 shares with a 2020 amounted to CHF 31 749 730.60. by cancelling 9 907 398 shares with a nominal value of CHF 0.10 each repurchased It is divided into 317 497 306 registered nominal value of CHF 0.10 each repurchased by Swiss Re Ltd on a second trading line on shares, each with a par value of CHF 0.10. by Swiss Re Ltd on a second trading line on the SIX Swiss Exchange, via Cantonal Bank the SIX Swiss Exchange, via Cantonal Bank of Zurich as agent. The 11 214 761 shares Conditional and authorised capital of Zurich as agent. The 9 907 398 shares were repurchased under the share buy-back in particular were repurchased under the share buy-back programme launched on 7 May 2018 Conditional capital for Equity-Linked programme launched on 6 May 2019 until its completion on 15 February 2019. Financing Instruments until its completion on 18 February 2020. The purchase value of the repurchased The conditional capital of Swiss Re Ltd own shares corresponded to as of 31 December 2020 amounts to In line with the requirements of article 733 CHF 999 999 983.08. CHF 5 000 000, permitting the issuance of the Swiss Code of Obligations, this of a maximum of 50 000 000 registered reduction of the ordinary share capital In line with the requirements of article 733 shares, payable in full, each with a nominal was published in the Swiss Gazette of the Swiss Code of Obligations, this value of CHF 0.10, corresponding to 15.74% of Commerce (Schweizerisches reduction of the ordinary share capital of the existing share capital. Handelsamtsblatt) on 28 July 2020. was published in the Swiss Gazette of Commerce (Schweizerisches Such shares are issued through the voluntary On 17 April 2020 the Annual General Handelsamtsblatt) on 16 July 2019. or mandatory exercise of conversion and/or Meeting authorised a public share buy-back option rights granted by the company or programme for cancellation purposes On 17 April 2019 the Annual General Group companies in connection with bonds of up to CHF 1 billion purchase value for Meeting authorised a public share buy-back or similar instruments, including loans or the Board of Directors to repurchase programme for cancellation purposes other financial instruments (Equity-Linked Swiss Re Ltd’s shares prior to the 2021 consisting of two tranches of up to Financing Instruments). Annual General Meeting. The Board of CHF 1 billion purchase value each for the Directors concluded at its meeting following Board of Directors to repurchase Swiss Re Authorised capital the Annual General Meeting that the share Ltd’s shares prior to the 2020 Annual The authorised capital of Swiss Re Ltd buy-back programme will not be launched General Meeting. The first tranche of the as of 31 December 2020 amounts to due to the volatility in the financial markets programme was launched on 6 May 2019 CHF 8 500 000. The Board of Directors and the global economic situation and completed on 18 February 2020. is authorised to increase the share precipitated by the COVID-19 pandemic. The purchase value of the repurchased capital of the company at any time up to own shares corresponded to 17 April 2021 through the issue of up CHF 999 999 970.00. Together with the to 85 000 000 registered shares, payable third quarter 2019 results, which were in full, each with a nominal value of published on 31 October 2019, the Board CHF 0.10, corresponding to 26.77% of of Directors announced that it had decided the existing share capital. not to launch the second tranche of the share buy-back programme due to the For more information on the terms and capital deployment, significant natural conditions of the conditional capital and the catastrophe losses in 2019 and the authorised capital please refer to articles 3a decision to suspend the initial public and 3b of the Articles of Association. The offering of ReAssure. Articles of Association are available at: www.swissre.com/articlesofassociation
31 December 2019 31 December 2020 In % of the In % of the Capital in CHF share capital Shares Capital in CHF share capital Shares Share capital 32 740 470.40 100% 327 404 704 31 749 730.60 100% 317 497 306 Conditional capital for Equity-Linked Financing Instruments 5 000 000.00 15.27% 50 000 000 5 000 000.00 15.74% 50 000 000 Authorised capital 8 500 000.00 25.96% 85 000 000 8 500 000.00 26.77% 85 000 000
8 Swiss Re | Corporate Governance Report 2020 For further details on the share Profit-sharing and participation Convertible bonds and options buy-back programmes, please visit: certificates Convertible bonds www.swissre.com/sharebuyback Swiss Re Ltd has not issued any profit- As of 31 December 2020, except as sharing and participation certificates. provided below, neither Swiss Re Ltd nor Furthermore, the Annual General Meeting any of its subsidiaries has any bonds 2019 renewed the authorised capital Limitations on transferability outstanding that are convertible into equity (until 17 April 2021) and made further and nominee registrations securities of Swiss Re Ltd. amendments to the provisions of the Free transferability Articles of Association concerning authorised The company maintains a share register On 6 June 2018, Swiss Re Ltd placed with and conditional capital (re-setting several for the registered shares, in which owners the market via a repackaging vehicle sub-limits, and amending the description and usufructuaries are entered. Persons USD 500 000 000 of six-year exchange- of permitted cases of an exclusion of acquisition registered shares will, upon able notes, which may be stock-settled at subscription or advance subscription rights). application, be entered in the share register the option of Swiss Re Ltd. Subject to the without limitation as shareholder with conditions of the notes, noteholders may Changes in previous years voting power if evidence of the acquistion exchange their notes for ordinary shares of Information about changes in share capital of the shares is provided and if they Swiss Re Ltd at a conversion price of of Swiss Re Ltd as well as of our former expressly declare that they have acquired USD 106.6067 (adjusted from the initial parent company Swiss Reinsurance the shares in their own name and for their exchange price of USD 115.2593 and the Company Ltd for earlier years is provided in own account. subsequently adjusted exchange price of the Annual Reports of these companies for USD 111.6987). The exchange price is the respective years. For details please visit: Admissibility of nominee registrations subject to further adjustment in certain www.swissre.com/investors/financial- Persons not expressly declaring in their circumstances described in the conditions information.html application for entry in the share register of the notes. To economically offset the that they are holding shares for their own settlement of a noteholder-initiated Shares account (nominees) are entered without exchange, Swiss Re Ltd purchased All shares issued by Swiss Re Ltd are fully further inquiry in the share register of matching call options on Swiss Re Ltd paid-in registered shares, each with a par Swiss Re Ltd as shareholders with voting shares with a portion of the proceeds. value of CHF 0.10. Each share carries one rights up to a maximum of 2% of the Consequently, no new Swiss Re Ltd shares vote. The shares rank equally among each outstanding share capital available at the will be issued upon a noteholder-initiated other in all respects (including in respect of time. Additional shares held by such exchange. The settlement and delivery of entitlements to dividends and liquidation nominees that exceed the limit of 2% of the these notes took place on 13 June 2018. proceeds). There are no categories of outstanding share capital are entered in the For further details please see Note 7 to the shares with a higher or limited voting share register with voting rights only if such financial statements on page 302 of the power, privileged dividend entitlement or nominees disclose the names, addresses Financial Report. Assuming all of the notes any other preferential rights, nor are there and shareholdings of any persons for whose were exchanged at the request of any other securities representing a part account the nominee is holding 0.5% or noteholders, 4 690 136 registered shares of of the company’s share capital. more of the outstanding share capital. In Swiss Re Ltd would have to be delivered addition, such nominees must comply with (corresponding to 1.48% of the existing The company cannot exercise the the disclosure requirements of the FMIA. share capital). voting rights of treasury shares. As of 31 December 2020, shareholders had For more information on the transfer Shares registered 174 237 358 shares with of shares please refer to article 4 of the Vesting of share awards to Swiss Re the share register for the purpose of Articles of Association. The Articles employees are physically settled (with exercising their voting rights, out of a of Association are available at: treasury shares). The number of issued total of 317 497 306 shares issued. www.swissre.com/articlesofassociation shares will not be affected. For details on shares granted to Swiss Re employees and for more information on the quantitative impact of vested shares please see Note 16 to the Group financial statements on page 273 of the Financial Report. Assuming maximum vesting of all share awards granted as of 31 December 2020, 2 990 046 registered shares of Swiss Re Ltd The Articles of Association would have to be delivered (corres-ponding are available at: to 0.94% of the existing share capital). www.swissre.com/articlesofassociation
Swiss Re | Corporate Governance Report 2020 9 Corporate governance
Board of Directors
The Board of Directors is ultimately responsible for the success of Swiss Re Ltd and the Group.
Members of the Board of Directors According to Article 14 of the Articles of Association, the Board of Directors of Swiss Re Ltd, the holding company of the Group, shall consist of at least seven members. As of 31 December 2020, the Board of Directors consisted of the following members:
Name Nationality Age Initial election Walter B. Kielholz (Chairman) Swiss 69 19981 Renato Fassbind (Vice Chairman, Lead Independent Director) Swiss 65 2011 Raymond K.F. Ch’ien Chinese 68 20081 Sergio P. Ermotti Swiss 60 2020 Karen Gavan Canadian 59 2018 Joachim Oechslin Swiss 50 2020 Deanna Ong Singaporean 49 2020 Jay Ralph American, Swiss 61 2017 Joerg Reinhardt German 64 2017 Philip K. Ryan American 64 2015 Sir Paul Tucker British 62 2016 Jacques de Vaucleroy Belgian 59 2017 Susan L. Wagner American 59 2014 Larry Zimpleman American 69 2018
1 Initially elected to the Board of Directors of Swiss Reinsurance Company Ltd, the Group’s former parent company, and subsequently elected to the Board of Directors of Swiss Re Ltd in 2011.
The following two members of the Board of Directors did not stand for re-election at the AGM 2020:
Name Nationality Age Initial election Trevor Manuel South African 64 2015 Eileen Rominger American 66 2018
For the biographies of former Board members, please refer to: www.swissre.com/formerboardmembers
Felix Horber Group Company Secretary
Felix Horber, attorney-at-law, has been Group Company Secretary of Swiss Re since 2007. He holds a PhD in Law and an Executive Master in European and International Business Law. He is a Certified Director for Board Effectiveness and a Lecturer in Law at the University of St. Gallen (HSG), Switzerland.
10 Swiss Re | Corporate Governance Report 2020 Walter B. Kielholz Renato Fassbind Raymond K.F. Ch’ien Chairman, non-executive Vice Chairman and Lead Independent Member, non-executive and independent Born: 1951 Director, non-executive and independent Born: 1952 Nationality: Swiss Born: 1955 Nationality: Chinese Nationality: Swiss
Walter B. Kielholz was elected to the Board Renato Fassbind was elected to the Raymond K.F. Ch’ien was elected to the of Directors of Swiss Reinsurance Company Board of Directors of Swiss Re Ltd in 2011. Board of Directors of Swiss Reinsurance Ltd in 1998 and to the Board of Directors He was appointed Vice Chairman in 2012 Company Ltd in 2008 and to the Board of Swiss Re Ltd in connection with its and Lead Independent Director in 2014. He of Directors of Swiss Re Ltd in connection formation in 2011. He was Vice Chairman chairs the Nomination Committee and the with its formation in 2011. He is a member from 2003 to April 2009 and has been Audit Committee and is a member of the of the Compensation Committee and Chairman of the Board of Directors since Chairman’s and Governance Committee the Investment Committee. He is also a May 2009. He chairs the Chairman’s and and the Compensation Committee. member of the Board of Directors of Governance Committee. Swiss Re Asia Pte. Ltd. Professional experience Professional experience After two years with Kunz Consulting AG, Professional experience Walter B. Kielholz began his career at the Renato Fassbind joined F. Hoffmann-La Raymond K.F. Ch’ien was Group Managing General Reinsurance Corporation, Zurich, Roche Ltd in 1984, becoming Head of Director of Lam Soon Hong Kong Group in 1976, where he held several positions in Internal Audit in 1988. From 1986 to 1987, from 1984 to 1997. From 1999 to 2011, the US, in the UK and Italy before assuming he worked as a public accountant with he was Chairman of CDC Corporation, responsibility for the company’s European Peat Marwick in New Jersey, USA. In 1990, a software development company, and marketing. In 1986, he joined Credit Suisse, he joined ABB Ltd as Head of Corporate from 2003 to 2015 Chairman of MTR where he was responsible for relationships Staff Audit and, from 1997 to 2002, was Corporation Limited, which operates a major with large insurance groups. He joined Chief Financial Officer and a member of the public transport network in Hong Kong. Swiss Re in 1989, where he became an Group Executive Committee. In 2002, he From 1997 to 2020, Raymond K.F. Ch’ien Executive Board member in 1993 and was joined Diethelm Keller Holding Ltd as Group also served as an Independent Non- Chief Executive Officer from 1997 to 2002. Chief Executive Officer. From 2004 to executive Director of the Hongkong and He was also a member of the Board of 2010, he was Chief Financial Officer and Shanghai Banking Corporation Limited. Directors of Credit Suisse Group Ltd from a member of the Executive Board of 1999 to 2014 and served as Chairman Credit Suisse Group Ltd. Educational background from 2003 to 2009. • PhD in Economics, University of Educational background Pennsylvania, USA Educational background • PhD in Economics, University of Zurich, • Business Finance and Accounting Switzerland External mandates degree, University of St. Gallen, • Certified Public Accountant (CPA), • Chairman of the Board of Directors of Switzerland Denver, USA Hang Seng Bank Ltd* • Board member of China Resources Power External mandates External mandates Holdings Company Ltd* • Vice Chairman of the Institute of • Board member of Nestlé S.A.* • Honorary President of the Federation International Finance • Board member of Kühne + Nagel of Hong Kong Industries • Member of the European Financial International Ltd* Services Round Table • Chairman of the Zurich Art Society
* Listed company
Swiss Re | Corporate Governance Report 2020 11 Corporate governance Board of Directors
Sergio P. Ermotti Karen Gavan Joachim Oechslin Member, non-executive and independent Member, non-executive and independent Member, non-executive and independent Born: 1960 Born: 1961 Born: 1970 Nationality: Swiss Nationality: Canadian Nationality: Swiss
Sergio P. Ermotti was elected to the Board Karen Gavan was elected to the Board of Joachim Oechslin was elected to the Board of Directors of Swiss Re Ltd in 2020. Directors of Swiss Re Ltd in 2018. She is of Directors of Swiss Re Ltd in 2020. He is a a member of the Audit Committee and the member of the Finance and Risk Committee Professional experience Compensation Committee. She is also and the Investment Committee. Sergio P. Ermotti was Group Chief Executive a member of the Board of Directors of Officer and a member of the Group Swiss Re America Holding Corporation. Professional experience Executive Board of UBS Group from 2011 Joachim Oechslin started his professional to 31 October 2020. Before joining UBS, Professional experience career in 1998 as a consultant at he was Head of the Markets & Investment Karen Gavan started her career in finance McKinsey & Company, specialising in the Banking Division as of December 2005, roles at Prudential Insurance, Imperial Life financial services sector. In 2001, he joined and Group Deputy Chief Executive Officer and Canada Life. She joined Transamerica Winterthur Insurance, Switzerland, where from 2007 to 2010 at UniCredit Group, Life in 1992 as Chief Financial Officer and he was Chief Risk Officer of Winterthur responsible for Corporate and Investment added responsibilities over her tenure Life & Pensions until 2003 and Group Chief Banking and Private Banking. Between becoming Executive Vice President and Risk Officer of Winterthur Group from 2003 1987 and 2004, he held various positions Chief Financial Officer from 2000 to 2002 to 2006. Joachim Oechslin became a at Merrill Lynch & Co. in the areas of equity of Transamerica Life Canada/AEGON member of the Executive Committee of derivatives and capital markets. He became Canada, and from 2003 to 2005 the Winterthur Group in 2006. Following the Co-Head of Global Equity Markets and a company’s Chief Operating Officer. From acquisition of Winterthur Group by AXA in member of the Executive Management 2005, Karen Gavan assumed a number of 2006, he assumed the position of Deputy Committee for Global Markets & Investment non-executive board mandates. She joined Group Chief Risk Officer of AXA Group. Banking in 2001. the Board of Economical Insurance in 2008 In 2007, he joined Munich Re Group as and, until her retirement in November 2016, Group Chief Risk Officer and a member of Educational background also served for five years as President and the Group Committee. In 2013, he moved • Swiss-certified banking expert Chief Executive Officer at Economical to Credit Suisse Group, where he was Group • Advanced Management Programme, Insurance, preparing the company for its Chief Risk Officer and a member of the University of Oxford, United Kingdom initial public offering. During her leadership, Group Executive Board from January 2014 the company also launched Sonnet, to February 2019. Currently, Joachim External mandates Canada’s first fully digital insurer. Oechslin serves as Senior Advisor at Credit • Chairman of Investindustrial Acquisition Suisse Group. Corp.* (as of 1 January 2021) Educational background • Honours Bachelor of Commerce, Educational background Lakehead University, Canada • Degree in Electrical Engineering, Higher • Fellow of the Institute of Chartered Technical Institute (HTL), Winterthur, Accountants of Ontario, Canada Switzerland • Master of Science in Mathematics, External mandates Swiss Federal Institute of Technology • Board member of Mackenzie (ETH), Zurich, Switzerland Financial Corporation • Board member of HSBC Bank Canada External mandates • None
* Listed company
12 Swiss Re | Corporate Governance Report 2020 Deanna Ong Jay Ralph Joerg Reinhardt Member, non-executive and independent Member, non-executive and independent Member, non-executive and independent Born: 1971 Born: 1959 Born: 1956 Nationality: Singaporean Nationality: American and Swiss Nationality: German
Deanna Ong was elected to the Board of Jay Ralph was elected to the Board of Joerg Reinhardt was elected to the Directors of Swiss Re Ltd in 2020. She is Directors of Swiss Re Ltd in 2017. He is a Board of Directors of Swiss Re Ltd in 2017. a member of the Audit Committee. She is member of the Finance and Risk Committee He is a member of the Nomination also a member of the Board of Directors and the Investment Committee. Committee and the Compensation and Chairperson of the Audit Committee Committee. of Swiss Re Asia Pte. Ltd. Professional experience Jay Ralph was a member of the Board of Professional experience Professional experience Management of Allianz SE from 2010 to Joerg Reinhardt has been Chairman of the Deanna Ong has been Chief People Officer 2016, where he also served on a number of Board of Directors of Novartis since 2013. and a member of the Group Executive boards of directors of Allianz SE subsidiaries. He was Chairman of the Board of Committee at GIC, a sovereign wealth fund He was Chief Executive Officer of Allianz Re Management and the Executive Committee established by the Government of from 2007 to 2009 and President and Chief of Bayer HealthCare AG from 2010 to 2013 Singapore, since 2017, and Managing Executive Officer of Allianz Risk Transfer and, prior to that, held various executive Director since 2008. Deanna Ong joined from 1997 to 2006. Before joining Allianz, positions at Novartis. He was Chief GIC in 1994 and held various finance roles he was an auditor at Arthur Andersen & Co., Operating Officer from 2008 to 2010, covering public and private market assets Investment Officer at Northwestern Mutual headed the Vaccines and Diagnostics until 2009. From 2009 to 2014, she was Life Insurance Company, President at Division from 2006 to 2008 and held a Director Finance, responsible for financial Centre Re Bermuda Ltd and a member of number of other senior roles, primarily management across GIC’s portfolio. In the Executive Board of Zurich Re. in research and development, in the 2012, she also took on responsibility for preceding years. Joerg Reinhardt started Human Resources & Organisation and Educational background his career at Sandoz Pharma Ltd, a Corporate Governance. Prior to joining GIC, • MBA in Finance and Economics, predecessor company of Novartis, in 1982. she was a tax accountant with Arthur University of Chicago, USA Andersen & Co. • BBA in Finance and Accounting, Educational background University of Wisconsin, USA • PhD in Pharmaceutical Sciences, Educational background • Certified Public Accountant (CPA), Saarland University, Germany • Bachelor of Accountancy, Nanyang Chartered Financial Analyst (CFA) and Technological University, Singapore Fellow of the Life Management Institute External mandates • Stanford Executive Program, Stanford (FLMI) • Chairman of the Board of Directors University, USA of Novartis Inc.* External mandates • Chairman of the Board of Trustees External mandates • Member of the Siemens Pension of the Novartis Foundation • Board member of the International Forum Advisory Board of Sovereign Wealth Funds • Treasurer and member of the Georgia O’Keeffe Museum Board of Trustees and member of the O’Keeffe Innovations Board
* Listed company
Swiss Re | Corporate Governance Report 2020 13 Corporate governance Board of Directors
Philip K. Ryan Sir Paul Tucker Jacques de Vaucleroy Member, non-executive and independent Member, non-executive and independent Member, non-executive and independent Born: 1956 Born: 1958 Born: 1961 Nationality: American Nationality: British Nationality: Belgian
Philip K. Ryan was elected to the Board of Sir Paul Tucker was elected to the Board of Jacques de Vaucleroy was elected to the Directors of Swiss Re Ltd in 2015. He chairs Directors of Swiss Re Ltd in 2016. He is a Board of Directors of Swiss Re Ltd in 2017. the Finance and Risk Committee and is a member of the Finance and Risk Committee He chairs the Compensation Committee member of the Chairman’s and Governance and the Investment Committee. and is a member of the Chairman’s and Committee and the Audit Committee. He is Governance Committee, the Nomination also Chairman of Swiss Re America Holding Professional experience Committee and the Investment Committee. Corporation. Sir Paul Tucker was the Deputy Governor He is also Chairman of Swiss Re Europe of the Bank of England from 2009 to 2013. S.A. and Swiss Re International SE. Professional experience He held various senior roles at the Bank of Philip K. Ryan held various positions with England from 1980 onwards, including as a Professional experience Credit Suisse from 1985 to 2008, including member of the Monetary Policy Committee, Jacques de Vaucleroy was a member of the Chairman of the Financial Institutions Financial Policy Committee, Prudential Management Committee of AXA Group Group, Chief Financial Officer of Credit Regulatory Authority Board and Court of from 2010 to 2016, serving as Chief Suisse Group Ltd, Chief Financial Officer Directors. He also served as a member of Executive Officer for North, Central and of Credit Suisse Asset Management, and the Steering Committee of the G20 Eastern Europe and Chief Executive Officer Managing Director of CSFB Financial Financial Stability Board and as a member of Global Life & Savings. He also held a Institutions Group. He was Chief Financial of the Board of the Bank for International number of positions in boards of directors Officer of the Power Corporation of Canada Settlements. In 2014, he was granted a and supervisory boards of AXA companies. from 2008 to 2012. In that capacity, knighthood for his services to central Before that, he spent 24 years at ING, he was a director of IGM Financial Inc., banking. Sir Paul Tucker is the author of where he held senior roles in banking, Great-West Lifeco Inc. and several of their Unelected Power: The Quest for Legitimacy asset management and insurance. He was subsidiaries, including Putnam Investments. in Central Banking and the Regulatory a member of the Executive Board of State (Princeton University Press, 2018). ING Group from 2006 to 2009, in charge Educational background of insurance and asset management • MBA, Kelley School of Business, Educational background in Europe. Indiana University, USA • BA in Mathematics and Philosophy, • Bachelor’s degree in Industrial and Trinity College, Cambridge, Educational background System Engineering, University of Illinois, United Kingdom • Master’s degree in Law, Université USA Catholique de Louvain, Belgium External mandates • Master’s degree in Business Law, External mandates • Chairman of the Systemic Risk Council Vrije Universiteit Brussel, Belgium • Operating Partner Corsair Capital • Research Fellow at the Harvard Kennedy • Operating Partner MKB Growth Equity School of Government External mandates • Member of the Advisory Board of • Board member of the Financial Services • Chairman of Kazidomi SRL NY Green Bank Volunteers Corps • Board member of Colt Technology • Member of the Smithsonian • Senior Fellow at the Harvard Center Services Group plc, Fidelity International National Board for European Studies Limited, Eight Roads Holdings Limited • Governor of the Ditchley Foundation and Zabka Polska SA • President of the UK’s National Institute • Board member of the Simõn I. Patiño of Economic and Social Research Foundation and the TADA non-profit organisation
14 Swiss Re | Corporate Governance Report 2020 Independence At least three-quarters of the members of the Board of Directors must be independent members. Swiss Re Ltd defines independence in line with best practice corporate governance standards. To be considered independent a Board member may not be, and may not have been in the past five years, employed as a member of the Group EC, or by any subsidiary of the Group, or may not have a material Susan L. Wagner Larry Zimpleman relationship with any part of the Group Member, non-executive and independent Member, non-executive and independent (either directly or as a partner, director or Born: 1961 Born: 1951 shareholder of an organisation that has a Nationality: American Nationality: American material relationship with the Group) other than serving as an independent board member in any subsidiary. In addition, the Susan L. Wagner was elected to the Board Larry Zimpleman was elected to the Board Board agrees on other criteria that of Directors of Swiss Re Ltd in 2014. She of Directors of Swiss Re Ltd in 2018. He is a disqualify a Board member from being chairs the Investment Committee and is a member of the Audit Committee and the considered independent, taking into member of the Chairman’s and Governance Finance and Risk Committee. consideration provisions of applicable law, Committee, the Nomination Committee regulations and best practice. The Board and the Finance and Risk Committee. Professional experience members annually need to confirm that Larry Zimpleman started his career in 1971 they meet additional criteria. Professional experience as an actuarial intern at The Principal Susan L. Wagner is a co-founder of Financial Group, an investment management For an overview on all the independence BlackRock, where she served as Vice company that offers insurance solutions, criteria that apply to our Board members Chairman and a member of the Global asset management and retirement services please refer to: Executive and Operating Committees to individual and institutional clients. From www.swissre.com/board-independence before retiring in 2012. Previously, 1976 to 2006, he held various senior Susan L. Wagner served as Chief Operating management and leadership positions at All the members of the Board of Directors Officer, Head of Strategy and Corporate The Principal. He became President meet our independence criteria, with Development, and Head of the Alternative and Chief Executive Officer in 2008 and the exception of our Chairman. As a Investment and International Client Chairman in 2009. In August 2015, full-time Chairman he is not considered Businesses. Prior to founding BlackRock, Larry Zimpleman stepped down as independent. Susan L. Wagner was a Vice President President and CEO. His membership in the at Lehman Brothers, supporting the Board of Directors ended in May 2016. Conflicts of interest investment banking and capital markets The members of the Board of Directors activities of mortgage and savings Educational background are also subject to procedures to avoid any institutions. • Bachelor of Science, Drake University, action, position or interest that conflicts USA with an interest of Swiss Re Ltd or the Educational background • MBA, Drake University, USA Group or gives the appearance of a conflict. • BA in English and Economics, • Fellow of the Society of Actuaries, USA Each member must disclose any conflict of Wellesley College, USA interest relating to a matter to be discussed • MBA in Finance, University of Chicago, External mandates at a meeting, as soon as the member USA • Member of the Board of Trustees of becomes aware of the conflict, to the the Drake University Chairman. The respective member must not External mandates • Member of the Board of Trustees of participate in the discussion and decision- • Board member of Apple Inc.* the Iowa Clinic making involving the interest at stake. The • Board member of BlackRock, Inc.* Chairman informs the Board of Directors of • Board member of Color Health, Inc. the existence of the conflict and it is • Board member of Samsara Networks, Inc. reflected in the meeting minutes. Each • Member of the Board of Trustees of member must disclose any conflict of Wellesley College, USA interest generally arising to the 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.
* Listed company
Swiss Re | Corporate Governance Report 2020 15 nance vernance over e Go te g H rat H ra um po um po an or a r onsibility C sponsibility n o sp T re Re R C re ec s e T e e h o t ec s t n u n ra h o ra o r e o n u o lo c p R o r nt R e m r t isi c p e is g n ko lo e s r k y s e o e m r o m m / C g s / h m e c e T / e a i / t a d c e t / g it g n n i o e rsic / V a y a ur g e a e h a a m D e t n s n a h v e g i n i k n r m l i c t c k r i g g i a p u e g a s g a e e i c i y e ü b e l t n m i r r i l t n ü t a m R s m o M a o u a g
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Information about managerial positions and significant business connections Board of Directors skills and competencies of non-executive directors Walter B. Kielholz, Chairman of the Board of Directors since 1 May 2009, was ernanc overnance Gov e Swiss Re’s CEO from 1 January 1997 to e g H rate H rat um po um 31 December 2002. In line with Swiss Re o a or a rp nsibility n C ponsibilit n o po re es y R Ltd’s independence criteria, Walter B. C es Te s R Te e r ch o te c s te n u n ra h o Kielholz, being a full-time Chairman, is not ra o r e o n u o l c p R o r t R o e m r t isi lo c p n is g n ko e considered independent. No other director s r e k y s e o e m g r o m h C s m / / m ie e c e T / e a / has ever held a management position t a d c t n / t / g i g D n i o e rsich a V a y a g e a e within the Group. None of the members t sura a m h v e g i e n n k g i i n r m l n c r t k i c g p u g i e i a a s g a i c t i y e ü e e of the Board of Directors has, or represents a b t n m e l r r i l ü t n l a s m o M R u i o m a g t s s a company or organisation that has, t a e n R t t n i h i a a
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companies, other than as disclosed in Note O t K g I v u e E n E F r C a e n 18 to the Group financial statements on c s r i r e e C s t p a F u n f n sich u t ra a s E p e i a k l page 276 of the Financial Report. i g k e h t g r x i n r l a n e a p t a in o r l z l ä a n t a r u m e s g e l c n m n n g M n r m e ou O g ä / un u ie / acc t rk Rechn n r Other mandates, activities and functions n a n E a t te h c rk va C ls e n a e et le n V va rf Article 26 of the Articles of Association s re i R Kn le E on K of e - ow r re l now-how nc M -How de governs the requirements regarding the ist ie itg ft ed er lie cha external mandates held by Board members. com Exp d e ells pan iner kotierten Ges The Articles of Association are availabe y board under: www.swissre.com/ articlesofassociation
In addition, no member of the Board of Directors may serve on the board of Sir Paul Tucker, Jacques de Vaucleroy, its members have the desired qualifications directors of a listed company in which Susan L. Wagner and Larry Zimpleman and experience as well as to further another member of the Board of Directors were individually re-elected by the Annual diversify and renew its composition. The holds an executive function, or where a General Meeting 2020 for a further Nomination Committee evaluates member of the Board of Directors is able one-year term of office as members of the candidates for Board membership and to determine the compensation of another Board of Directors. The Board of Directors makes recommendations to the Board of member of the Board of Directors. now consists of 14 members, it consisted Directors for election or re-election of 13 members up to the Annual General proposals. The Board of Directors nominates All Board members comply with the Meeting 2020. The Annual General candidates for Board membership for requirements on external mandates set out Meeting 2020 also re/elected election at the Annual General Meeting, in the Articles of Association. Any activities Renato Fassbind, Raymond K.F. Ch’ien, ensuring that the Board retains an adequate of Board members in governing and Karen Gavan (new), Joerg Reinhardt and size and well-balanced composition and supervisory bodies of important Swiss and Jacques de Vaucleroy as members of the that at least three-quarters of its members foreign organisations, institutions and Compensation Committee for a one-year are independent. With regard to its foundations, as well as permanent term of office. succession planning, the Board of Directors management and consultancy functions for aims to safeguard the stability of its important Swiss and foreign interest groups Election, succession planning, composition while also renewing the and official functions and political posts, are qualifications, training and Board in a sensible way. stated in each of the directors’ biographies, term of office which can be found on pages 11–15. Election procedure Qualifications Members of the Board of Directors and The Board of Directors needs to secure the Changes in 2020 the Chairman of the Board of Directors are necessary qualifications, skills and diversity Sergio P. Ermotti, Joachim Oechslin and elected individually by the Annual General to perform all required responsibilities. It Deanna Ong were elected as new members Meeting for a term of office until completion must assemble among its members the to the Board of Directors by the share- of the next Annual General Meeting. balance of managerial expertise and holders at the Annual General Meeting, knowledge from different fields required for which took place in Zurich on 17 April Succession planning the fulfilment of the oversight responsibility 2020. Trevor Manuel and Eileen Rominger Succession planning is of significant as well as for sound, independent decision- did not stand for re-election. The Annual importance to the Board of Directors. It making in line with the needs of the business. General Meeting 2020 re-elected regularly analyses its composition to Walter B. Kielholz for a one-year term of confirm that its members’ qualifications, The Board of Directors defines the selection office as a member and Chairman of the skills and experience correspond to the criteria against which candidates for Board Board of Directors. Renato Fassbind (Vice Board’s needs and requirements. The Board membership are assessed. The requirements Chairman and Lead Independent Director), of Directors initiates the evaluation of that potential Board members have to meet Raymond K.F. Ch’ien, Karen Gavan, potential new Board members in a timely in terms of knowledge in various key areas Jay Ralph, Joerg Reinhardt, Philip K. Ryan, manner with the continued aim to ensure and the industry are constantly increasing.
16 Swiss Re | Corporate Governance Report 2020 Membership on the Board of Directors In 2020 the Board members spent time The Board of Directors proposes, based requires experience in key sectors such further educating themselves on natural on a recommendation by the Nomination as insurance and reinsurance, finance, catastrophe (re)insurance risks and the Committee, that Sergio P. Ermotti be accounting, capital markets, risk impact of climate change. elected as new Chairman of the Board management and regulatory matters as of Directors to succeed Walter B. Kielholz. well as leadership and decision-making Additionally, one-to-one training sessions As announced by Swiss Re on 3 March experience in a large, complex financial are offered at any time through the year 2020, Walter B. Kielholz, Chairman of the institution. Further details are provided on the with our top executives and experts. Board of Directors, will not stand for previous page. The mandate also demands re-election at the Annual General Meeting significant commitment, integrity and Term of office 2021. Sergio P. Ermotti’s biography is intercultural communication competence. The members of the Board of Directors are available on page 90. elected for a term of office until completion The prevalence of these qualifications and of the next Annual General Meeting. The Board of Directors furthermore skills ensures that the Board of Directors Members whose term has expired are proposes, based on recommendations has the relevant expertise required for immediately eligible for re-election. by the Nomination Committee, that active involvement and supervision of an Raymond K.F. Ch’ien, Renato Fassbind, international listed company. First election date Karen Gavan, Joerg Reinhardt and The initial election year of each member Jacques de Vaucleroy be re-elected as A Board member may not have any is stated in the table on page 10. members of the Compensation Committee. management or executive function within the Group. Nominations for re-/election by the Annual General Meeting of 16 April 2021 Board members’ training The shareholders annually elect the The Board of Directors has a unique role members of the Board of Directors, the in the company oversight. The company Chairman of the Board of Directors and the therefore strives to build a strong and members of the Compensation Committee, effective Board culture, supported by individually and separately, for one-year ongoing learning, which is an important terms, until completion of the next Annual component to foster Board effectiveness. General Meeting. The Board of Directors proposes, based on recommendations by Upon election new Board members the Nomination Committee, that each of undergo a comprehensive onboarding the following Board members be re-elected programme in order to gain a sound for a one-year term: understanding of the Group’s organisation, business and environment. The programme • Renato Fassbind encompasses the study of detailed • Raymond K.F. Ch’ien pre-reading materials, as well as a total of • Sergio P. Ermotti 24 hours of sessions with key management • Karen Gavan functions and topic experts over a period • Joachim Oechslin of nine months. Additionally, the Board • Deanna Ong members update and enhance their • Jay Ralph knowledge of emerging business trends • Joerg Reinhardt and risks through regular meetings with • Philip K. Ryan internal and external experts throughout • Sir Paul Tucker Gender diversity the year. • Jacques de Vaucleroy • Susan L. Wagner 11 Male • Larry Zimpleman 3 Female
Board of Directors diversity
In addition to the skill sets and Gender diversitydiversity Regional representationrepresentation competencies of the members of the Board of Directors, the principles of 11 11Male Male 5 US/Canada5 US/Canada gender and age diversity, inclusion, 3 Female3 Female 4 Switzerland4 Switzerland nationality, race, ethnicity, regional 2 Europe2 Europe 2 Asia representation, transparency and the 2 Asia 1 UK avoidance of conflicts of interest play 1 UK an important role in the composition of the Board of Directors.
Regional representation Swiss Re | Corporate Governance Report 2020 17
5 US/Canada 4 Switzerland 2 Europe 2 Asia 1 UK Corporate governance Board of Directors
Swiss Re’s governance framework Swiss Re Ltd
Shareholders
Board of Directors
Chairman’s and Nomination Committee Governance Committee
Compensation Audit Committee Committee
Finance and Risk Investment Committee Committee
Group Executive Committee
Swiss Reinsurance Company Ltd Swiss Re Corporate Solutions Ltd Swiss Re Life Capital Ltd (Business Unit Reinsurance) (Business Unit Corporate Solutions) (Business Unit Life Capital)*
Board of Directors Board of Directors Board of Directors
Finance and Risk Finance and Risk Finance and Risk Audit Committee Audit Committee Audit Committee** Committee Committee Committee**
Reinsurance Executive Committee Corporate Solutions Executive Committee Life Capital Executive Committee***
* Disbandment of the BU Life Capital at the end of December 2020. For more details, please refer to page 5. ** Disbanded as of 31 December 2020. *** The members of the Life Capital EC resigned as of 1 January 2021.
Organisational structure fulfilling its duties. The Board has delegated Depending on the responsibility, the of the Board of Directors certain responsibilities, including the Board committees have decision-making The Board of Directors constitutes itself preparation and execution of its resolutions, powers or act in an advisory capacity. at the first meeting following the Annual to the following six committees: Please refer to page 20 for an overview General Meeting. It is the Annual General of the key focus areas of the Board Meeting though, which elects the Chairman • Chairman’s and Governance Committee committees in 2020. The Board members’ and the members of the Compensation • Nomination Committee committee memberships are reflected Committee. The Board of Directors elects • Audit Committee in their biographies, which can be found from among its independent members a • Compensation Committee on pages 11–15. For an overview Vice Chairman and a Lead Independent • Finance and Risk Committee of the Board committees’ composition Director. The same member may act in both • Investment Committee and responsibilities, please refer to: roles. The Board of Directors also elects the www.swissre.com/board-committees chairpersons and members of the Board Each committee consists of a chairperson committees (other than the members of the and at least three other members elected Working methods of the Board of Compensation Committee) as proposed from among the Board of Directors. The Directors and its committees by the Chairman’s and Governance members of the Compensation Committee Convening meetings and invitation Committee. The Board of Directors may are elected annually by the Annual General The entire Board of Directors and its remove members from any such special Meeting. committees meet at the invitation of the function at any time. The Board of Directors Chairman of the Board of Directors as often also appoints its secretaries, who do not need The term of office of a Board committee as business requires or at least quarterly. to be members of the Board of Directors. member is one year, beginning with the Any member of the Board of Directors or appointment at the constituting Board the Group EC may, for a specific reason, Committees of the Board of Directors meeting following an Annual General require the Chairman to call an extraordinary As determined by the applicable Meeting and ending at the Board meeting Board of Directors or committee meeting. Swiss Corporate Law and the Articles following the subsequent Annual General The Chairman defines the agenda for each of Association, the Board of Directors Meeting. For Compensation Committee meeting and therefore works closely with has inalienable and non-transferable members, the term of office begins with the the chairpersons of the committees and responsibilities and authorities. The election at the Annual General Meeting the Group CEO. Board of Directors has established Board until completion of the next Annual General committees that support the Board in Meeting.
18 Swiss Re | Corporate Governance Report 2020 The agenda, along with any supporting Allocation of tasks within the Board of Directors documents, is delivered to the participants, as a rule, at least ten calendar days in Chairman of the Board of Directors Vice Chairman advance of a meeting in order to allow The Chairman of the Board of Directors The Vice Chairman performs the duties of enough preparation time. The Chairman leads the Board of Directors, convenes the Chairman if the Chairman is prevented may determine that a Board of Directors the Board and committee meetings, from performing his duties or in a potential meeting be held on an ad hoc basis, if establishes the agendas and presides conflict-of-interest situation. The Vice circumstances require. over Board meetings. The Chairman Chairman may prepare and execute Board coordinates the work of the Board resolutions at the request of the Board and Resolutions and quorum committees together with the respective liaises between the Board and the Group A Board meeting has a quorum if at least Chairpersons and ensures that the Board EC in matters not reserved to the Chairman. the Chairman, the Vice Chairman or the is kept informed about the committees’ Lead Independent Director and the majority activities and findings. He ensures Lead Independent Director of the members of the Board of Directors adequate reporting by the Group EC and The Vice Chairman or another member are present in person, by telephone or by the Group CEO to the Board of Directors of the Board of Directors may also assume video conference. A Board committee and facilitates their communication with the role of Lead Independent Director. has a quorum if the majority of the Board the Board. The Chairman presides over The Lead Independent Director acts as an committee members are present or General Meetings of shareholders and intermediary between the Group and its participate by telephone or video conference. represents the Group towards its shareholders and stakeholders in the shareholders, in industry associations and absence of the Chairman or, in particular, Resolutions are adopted by majority vote. in the interaction with other stakeholders when a senior independent member of the In the event of a tie at Board meetings, the such as the media, political and regulatory Board is required. He may convene and Chairman’s vote is decisive. In the event authorities, governmental officials and the chair sessions where the Chairman is not of a tie at Board committee meetings, the general public. Specifically, the Chairman present. He will communicate the outcome item shall be submitted to a vote by the keeps regular contact with the Group’s of these sessions to the Chairman. entire Board of Directors. regulator FINMA. For more information on the responsibilities Board and committee meetings deal with of the Chairman, the Vice Chairman and the the items on the agenda incorporating Lead Independent Director, please refer to: presentations by members of the Group EC www.swissre.com/board-lead and, where needed, by subject matter experts or external advisors. For every meeting of the Board of Directors, it is considered whether an executive session Minutes are kept of the discussions and In addition, an independent external should be held for discussions between resolutions taken at each meeting of the consultant had been engaged in 2019 to the Board of Directors and the Group CEO. Board of Directors and its committees. assess the effectiveness of the Board Furthermore, private sessions are held through one-on-one interviews with the for discussions involving all members of The table on page 21 provides an overview Board members, with a focus on priority the Board of Directors only. of the meetings of the Board of Directors setting, committee work, relationship and its committees held in 2020. of the Board with senior management The Board of Directors and its committees and Board culture. The advisor’s report can also adopt resolutions by written Self-assessment served as a basis for the self-assessment agreement if no member of the Board of An open, transparent and critical board discussion of the Board at the end of the Directors requests a discussion of the room culture forms the basis for the year. The findings were considered for motion. A decision may only be taken by Board of Directors’ annual review of its own the preparation of the self-assessment circular resolution if all the members sign performance and effectiveness. The conducted in 2020. the circular resolution or respond to the Board of Directors evaluates its work and email, respectively. A circular resolution is the performance of the Chairman. It The self-assessments also form the basis for adopted if the majority of the total number conducts the self-assessment on the basis the Board’s succession planning, comprising of Board members (or Board committee of questionnaires, which deal with the the evaluation of the skills needed among members) express their agreement with Board’s composition, organisation and the members of the Board of Directors and the resolution. processes, the Board’s responsibilities as Board committees. Please refer to page 16 well as with the focus areas and goals of for an overview of the Board of Directors’ Each committee provides a report on its the year under review. The topics are skills and competencies. activities and recommendations following a discussed and take-aways defined to be committee meeting at the next Board of incorporated in the goals for the upcoming Directors meeting. If any significant topic year. In addition, each Board committee arises, the committees contact the Board of annually reviews the adequacy of its Directors immediately. It is the responsibility composition, organisation and processes of each committee to keep the full Board as well as the scope of its responsibilities, of Directors informed on a timely basis, as assesses their accomplishments and deemed appropriate. evaluates the achievement of the goals set and its performance.
Swiss Re | Corporate Governance Report 2020 19 Corporate governance Board of Directors
Board committees: 2020 key focus areas
Chairman’s and Governance Committee • COVID-19 crisis: Oversaw detailed COVID-19 business and operational updates with the Group EC, including emergency scenarios and increased the number of meetings of the Board of Directors and Board committees meeting frequency • Sustainability: Oversaw the enhanced Group Sustainability Strategy, including the introduction of quantitative sustainability KPIs and targets which will be embedded in the qualitative assessment for the purpose of the Group API pool funding process for 2021 • Proxy voting: Oversaw top investors’ feedback provided at the Chairman’s annual roadshow and during the AGM 2020 proxy solicitation and steered further improvements to ESG-related disclosures • Public Affairs: Led the launch of an effective global Public Affairs Strategy and organisation • 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 • Succession planning: Steered the succession planning process for the Board members who are elected by the Annual General Meeting, including the composition of the Compensation Committee
Audit Committee • P&C Reserving Process: Jointly with the Finance and Risk Committee led the review and benchmarking of Swiss Re's P&C reserving philosophy, process and governance and the implementation of the identified improvement measures • Change in reporting basis: Oversaw the set-up of the IFRS project organisation to enable Swiss Re to adopt IFRS as of 1 January 2024 and to simplify its financial reporting landscape • Transition of external audit: Oversaw audit transition procedures including independence of incoming auditor, governance model and timeline of key activities • Finance Transformation: Led the creation of the Global Finance Transformation (GFT) Programme by merging the three BU Finance Transformation projects with one core platform for the target finance landscape to ensure harmonisation and IFRS delivery • Recognition of COVID-19 impact in terms of complexity of losses, as well as successful adjustments to work policies, procedures and sign-offs
Compensation Committee • Compensation Framework and Compensation Plan design: 1. Monitored the effectiveness of the Compensation Framework and its alignment with both shareholders’ interests and long-term business strategy addressing i) pay for performance principles at the business and individual level, ii) performance differentiation and iii) gender pay equity 2. Reviewed and assessed the current Compensation Framework with a focus on the 2021 incentive compensation architecture • Legal and regulatory developments: Monitored legal and regulatory developments, including continued compliance with the Ordinance against Excessive Compensation at Public Corporations • Extraordinary topic: Assessed the impact of COVID-19 on Compensation Plans and monitored developments (eg market practice, shareholder expectations)
Finance and Risk Committee • COVID-19: Closely monitored the impact of COVID-19 on the business, in particular with regards to claims management, underwriting processes and operational resilience • Underwriting risk and capital management: Focused on developing tool to improve allocation of risk and capital • Social inflation: Monitored the impact of social inflation trends on the casualty business • Cyber: Continued to oversee cyber risk preparedness and improve data security
Investment Committee • Investment positioning: Reviewed SAA positioning, risk usage and performance in the context of financial markets and Business Unit developments • Reviewed ESG integration in investment process and choice of benchmarks, as well as the efforts to achieve net zero carbon emissions in the investment portfolio by 2050 • Monitored operational resilience of investment activities in light of COVID-19
20 Swiss Re | Corporate Governance Report 2020 Board of Directors and Board committee meetings in 2020
Number and average Body duration of meetings Invitees in advisory capacity1, in addition to members Board of Directors 13 meetings2 Group EC members3, Group Company Secretary 3¾ hours Chairman’s and Governance 6 meetings Group CEO, Group Company Secretary Committee 2 hours Nomination Committee 4 meetings Chairman Board of Directors, Group Company Secretary ¾ hour Audit Committee 10 meetings Group CEO, Group CFO, Group CLO, Group Chief Compliance Officer, 21/2 hours Head Group Internal Audit, Chief Accounting Officer, lead auditors of external auditor, Group Company Secretary Compensation Committee 7 meetings4 Group CEO, Group Chief Human Resources Officer, Head Reward, advisors5 2¾ hours Finance and Risk Committee 8 meetings Group CEO, Group CFO, Group CRO, Group CUO, Group CIO, Group COO, Group CLO, 3 hours Group Treasurer, CEO Reinsurance, CEO Corporate Solutions, CEO Life Capital6, Group Company Secretary Investment Committee 6 meetings7 Group CEO, Group CFO, Group CRO, Group CIO, Head Financial Risk Management, 2¾ hours Group Treasurer, CFO Asset Management, Group Company Secretary
1 All invitees are requested to attend all meetings (please also see next page). 2 In addition, two decisions by circular resolution. 3 The Group EC members attend Board meetings as deemed appropriate by the Chairman and the other Board members. 4 In addition, eight decisions by circular resolution. 5 The law firm Niederer Kraft Frey Ltd (NKF) and the human resources consulting firm Mercer provided support and advice for compensation issues during the reporting year. Representatives of NKF participated in six committee meetings in 2020, representatives of Mercer in three meetings. Mercer and NKF have further mandates with Swiss Re. 6 Until August 2020. 7 In addition, one decision by circular resolution.
Board of Directors and Group EC Attendance rates1 of Board members: Areas of responsibility Board of Directors and Board committee meetings in 2020 Non-transferable duties Body Attendance rate of Board members in % The Board of Directors has the ultimate responsibility for the success of Swiss Re Board of Directors 99.5 Ltd and the Group within a framework Chairman’s and Governance Committee 100 of effective and prudent controls. It is Nomination Committee 100 responsible for the overall direction, Audit Committee 100 supervision and control of Swiss Re Ltd and the Group and the Group EC as Compensation Committee 100 well as for supervising compliance with Finance and Risk Committee 97.7 applicable laws, rules and regulations. Investment Committee 100 Such responsibilities are non-transferable Overall attendance rate 99.5 and rest with the entire Board. For an overview on the key responsibilities of the Board of Directors, please refer to www.swissre.com/board- Individual attendance rates1 of Board members: responsibilities Board of Directors and Board committee meetings in 2020
Attendance in % Number of Board members Delegation of management 100 13 The Board of Directors has delegated the management of Swiss Re Ltd and the 95–99.9 0 Group to the Group EC (see section on 90–94.9 1 Executive Management, starting on page 1 The attendance rates are calculated taking into account the duration of all meetings the Board members were required 24). Such delegated tasks are within the to attend. The Board members are required to attend (i) all Board meetings as well as (ii) all the meetings of the Board responsibility of the entire Group EC. The committees where they are a member. Board of Directors based the delegated responsibilities on authority levels, including monetary thresholds and limits.
Swiss Re | Corporate Governance Report 2020 21 Corporate governance Board of Directors
Key responsibilities of the Group EC Involvement of the Group EC in Group Performance Management Under the leadership of the Group CEO, the meetings of the Board of Directors Report (semi-annually) Group EC has management responsibility The Group EC members attend Board The report tracks the actual performance for matters concerning Swiss Re Ltd as a meetings as deemed appropriate by the of the Group and the segments against legal entity. Additionally, the Group EC has Chairman and the other Board members. pre-defined financial targets, analyses the management and functional responsibility The presence of the entire Group EC was impact of management actions and for Group matters. In particular, the required for five Board meetings in 2020, provides information on current challenges. Group EC focuses on (the control of) the and selected members were invited to implementation of Swiss Re Group’s eight further Board meetings. The Group EC Global Outlook for Insurance, Strategy, as promulgated and approved by members do not attend the constituent Reinsurance and Financial Markets the Board of Directors. In particular, it meeting of the Board of Directors following (quarterly) includes the responsibilities addressing the Annual General Meeting and the The report describes trends and provides Group Strategy, including strategic and Board self-assessment session. forecasts regarding the economic financial targets for the Business Units; environment, the property & casualty/ decisions on Group-wide steering and Involvement of the Group EC in life & health (re)insurance markets and the control; allocation of capital and resources Board committee meetings financial markets. Two additional reports to business opportunities; asset and liability As a matter of principle, selected members have been provided during the reporting management, treasury, Group funding of the Group EC as well as further senior year to address COVID-19 topics: The and capital management; finance and risk management members participate in Board Recession update as well as the management, governance, compliance, committee meetings as advisors. The Global Outlook in times of COVID-19. legal and regulatory affairs; human attendance rate of the Group EC members resources, talent management as well at Board and Board committee meetings Swiss Solvency Test Report (annually) as reputational issues and branding. was 97.6% in 2020 (the attendance rate The report provides the legally required For further details on the Group EC’s represents the total actual attendance time update on the assessment of solvency responsibilities please refer to: of all members at all meetings in the year according to the Swiss Solvency Test (SST) www.swissre.com/management- under review, 2020, in relation to the of the Group, Swiss Reinsurance Company responsibilities corresponding target attendance time). Ltd, Swiss Re Corporate Solutions Ltd and A detailed summary of Group EC and Swiss Re Life Capital Reinsurance Ltd1. Board supervision of further senior management participation Executive Management in Board committee meetings is provided Swiss Re Liquidity Report (annually) The Board of Directors maintains effective on the previous page. The report describes the liquidity position and consistent oversight and monitors the of the Group in current and in stressed execution of responsibilities it has delegated Periodic reports to Board of Directors market conditions. to the Group EC through the following and its committees control and information instruments. The Group EC and further senior In addition, reports are submitted to management members regularly provide the the Board committees, such as: Participation of Board members at Board of Directors with different types of • Regular updates on claims Executive Management meetings reports, in particular the following reports: • Regular updates on reserving/reserve The Chairman is invited to all meetings movements of the Group EC and Business Unit Executive Report (quarterly) • Group Legal Report (quarterly) Executive Committees and receives the This comprehensive report gives an • Compliance Report (quarterly) corresponding documentation and minutes. update on current business developments, • Group Internal Audit Report (quarterly) covering the Group Functions and • Group Tax Report (annually) Special investigations the Business Units, including major • Group Risk Update (quarterly) The Board committees are entitled to business transactions, claims, corporate • Derivative Use Update (semi-annually) conduct or authorise special investigations development and key projects. • Report on Capital, Liquidity and at any time and at their full discretion into Treasury Activities (quarterly) any matters within their respective scope US GAAP Board Report (quarterly) • Global Regulatory Risk Report (annually) of responsibilities, taking into consideration The report provides factual financial • Financial Risk Management Update relevant peer group practice and general highlights from an accounting perspective, (quarterly) best practice. The committees are with a focus on historical development • Own Risk and Solvency Assessment empowered to retain independent counsel, of the business as an informational basis Report (ORSA) (annually) accountants or other experts if deemed before the publication of results. necessary. No special investigations were conducted in the reporting year 2020. EVM Board Report (annually) The report provides factual financial highlights from an economic perspective, with a focus on historical value creation.
1 As of 24 November 2020, this entity was renamed to “Swiss Re Nexus Reinsurance Company Ltd.”
22 Swiss Re | Corporate Governance Report 2020 Risk management Duty to inform on extraordinary events Group Internal Audit Embedded throughout the business, As soon as the Group CEO or other GIA is an independent assurance function, the Group Risk Management function members of the Group EC become aware assisting the Board of Directors and ensures an integrated approach to of any significant extraordinary business Group EC to protect the assets, reputation managing current and emerging threats. development or event, they are obliged to and sustainability of the organisation. GIA Risk Management plays a key role in the inform the Board of Directors immediately. assesses the adequacy and effectiveness business strategy and planning process, of the Group’s internal control system where Swiss Re’s risk appetite framework Right to obtain information and adds value by improving the Group’s facilitates risk/return discussions and The Board of Directors has complete and operations. sets boundaries to Group-wide risk-taking. open access to the Group CEO and the other members of the Group EC, the Chief GIA applies a risk-based approach, The Board of Directors keeps itself abreast Compliance Officer and the Head of Group performing its own risk assessment of key risk themes and receives the Internal Audit (GIA). Any member of the as well as making use of risk assessments following annual reports from Group Risk Board of Directors who wishes to have performed by the Group’s Risk Management Management: the Swiss Solvency Test access to any other officer or employee of and other assurance functions (after Report, the Swiss Re Liquidity Report, the the Group will coordinate such access reviewing the quality of the assurance work SONAR Report on emerging risks, the through the Chairman. The Vice Chairman performed). Based on the results of the Sustainability Report, as well as the Own and the chairpersons may approach the risk assessment, GIA produces an annual Risk and Solvency Assessment Report. Group EC members as well as further key audit plan for review and approval by the In addition, Group Risk Management executives directly if they require Audit Committee. The audit plan is updated provides the Finance and Risk Committee information to support their respective on a quarterly basis according to the with regular group risk updates from the (Board committee’s) duties. Any member Group’s evolving needs. GIA provides Group CRO, semi-annual reports on derivate of the Board of Directors may request at formal quarterly updates on its activities to use, as well as annual reports on global Board meetings to obtain information on the Audit Committee, which include audit regulatory risk. The Investment Committee any aspect of the Group’s business. Outside results, the status of management actions receives quarterly reports on financial Board meetings, any member can direct required, the appropriateness of the risk management. a request for the provision of information resources and skills of GIA and any changes and business records to the Chairman. in the tools and methodologies it uses. These reports cover compliance with the Group’s risk tolerance criteria, major The Head of GIA meets at least once per changes in risk and capital adequacy quarter with the Audit Committee and measures and a description of the Group’s immediately reports any issue that could main risk issues, including related risk have a potentially material impact on the management actions. The Finance and Risk business of the Group to the Chair of the Committee regularly reports to the entire Audit Committee. Board of Directors. For further information on Swiss Re’s Risk Management, please see GIA has unrestricted access to any of the the Risk and Capital Management Report Group’s property and employees relevant to on pages 50–77 of our Financial Report any function under review. All employees 2020 (for Risk Management in particular are required to assist GIA in fulfilling its duty. pages 61–77). GIA has no direct operational responsibility or authority over any of the activities it reviews.
GIA staff govern themselves by following the Code of Ethics (Code) issued by the Institute of Internal Auditors (IIA). The IIA’s International Standards for the Professional Practice of Internal Auditing constitute the operating guidance for the department. The Code is available at: https://na.theiia.org/ special-promotion/PublicDocuments/ Code%20of%20Ethics.pdf
External auditor For information regarding the external auditors, please refer to pages 32–33.
Swiss Re | Corporate Governance Report 2020 23 Corporate governance
Executive Management
Under the leadership of the Group CEO, the Group Executive Committee is responsible for the management of Swiss Re Ltd and the Group.
Members of the Group Executive Committee The Group Executive Committee (Group EC) consisted of the following 13 members as of 31 December 2020:
Name Nationality Age Function Appointed in current role Christian Mumenthaler Swiss 51 Group Chief Executive Officer July 20161 Urs Baertschi Swiss, German 45 CEO Reinsurance Europe, Middle East and Africa (EMEA)/ September 2019 Regional President EMEA Andreas Berger German 54 CEO Corporate Solutions March 2019 Anette Bronder German 53 Group Chief Operating Officer July 2019 John R. Dacey American 60 Group Chief Financial Officer April 20182 Nigel Fretwell British 58 Group Chief Human Resources Officer May 20133 Guido Fürer Swiss 57 Group Chief Investment Officer November 2012 Hermann Geiger German 57 Group Chief Legal Officer January 20094 Russell Higginbotham British 53 CEO Reinsurance Asia/Regional President Asia July 20195 Jonathan Isherwood British 54 CEO Reinsurance Americas/Regional President Americas April 20206 Thierry Léger French, Swiss 54 Group Chief Underwriting Officer September 20207 Moses Ojeisekhoba Nigerian, British 54 CEO Reinsurance July 20168 Patrick Raaflaub Swiss, Italian 55 Group Chief Risk Officer September 2014
Member of the Group EC since: 1 January 2011, 2 November 2012, 3, 4 July 2019, 5 September 2018, 6 Jonathan Isherwood was appointed as Regional President Americas and a member of the Group EC with effect from 14 August 2020, 7 January 2016, 8 March 2012.
The following two Group EC members stepped down during 2020:
Stepped down Edouard Schmid Swiss 56 Chairman Swiss Re Institute & Group Chief Underwriting Officer 31 August 2020 J. Eric Smith American 63 CEO Reinsurance Americas/Regional President Americas 13 August 2020
For the biographies of former Group EC members, please refer to: www.swissre.com/formergroupecmembers
24 Swiss Re | Corporate Governance Report 2020 Christian Mumenthaler Urs Baertschi Andreas Berger Group Chief Executive Officer Chief Executive Officer Reinsurance EMEA/ Chief Executive Officer Corporate Solutions Born: 1969 Regional President EMEA Born: 1966 Nationality: Swiss Born: 1975 Nationality: German Nationality: Swiss and German
Professional experience Professional experience Professional experience Christian Mumenthaler started his career Urs Baertschi began his career at Swiss Re Andreas Berger started his insurance career in 1997 as an associate at Boston Capital Partners and Securitas Capital in 1995 as a leadership trainee at Gerling Consulting Group. He joined Swiss Re in in a variety of private equity and corporate Group, followed by various leadership 1999 and was responsible for key company development roles. In 2001, he joined positions at Boston Consulting Group. He projects. In 2002, he established and Cutlass Capital, a private equity firm returned to Gerling in 2004 as Head of headed the Group Retro and Syndication focused on the health care industry, where Commercial Business and International unit. Christian Mumenthaler served as he was appointed a Principal in 2006. Programs and Affinity Business. When Group Chief Risk Officer between 2005 In 2008, Urs Baertschi rejoined Swiss Re Allianz Global Corporate & Specialty SE and 2007 and was Head of Life & Health as the Head of US Direct Private Equity (AGCS) was created in 2006, Andreas between 2007 and 2010. In January 2011, and was appointed Head of Principal Berger became its Global Head of Market he was appointed Chief Marketing Officer Investments and Acquisitions Americas in Management & Communication, where he Reinsurance and member of the Group 2010. In this role, he was responsible for established an overall market management Executive Committee and became Chief the financial and strategic direct investments function for the corporate client segment Executive Officer Reinsurance in October as well as corporate development and served as AGCS spokesperson. In 2011. In July 2016, Christian Mumenthaler transactions in the Americas. In 2016 2009, he was appointed AGCS Chief was appointed Group Chief Executive Officer. Urs Baertschi became the President of Executive Officer, Regional Unit London, Reinsurance, Latin America, with overall with responsibility for UK, Ireland, South Educational background responsibility for the business in the region. Africa, the Middle East and Benelux. In • PhD in Physics, Swiss Federal Institute of In September 2019, he assumed the 2011 Andreas Berger joined the AGCS Technology (ETH), Zurich, Switzerland role of Chief Executive Officer Reinsurance Board of Management as Chief Regions & EMEA and Regional President EMEA and Market Officer (Central & Eastern Europe, External mandates became a member of the Group Executive Mediterranean, Africa and Asia). In addition, • Chairman of Insurance Europe’s Committee. he assumed responsibility for the Global Reinsurance Advisory Board Broker Channel Distribution for the Allianz • Co-Chair of WEF Alliance of CEO Climate Educational background Group. Andreas Berger joined Swiss Re Leaders • Bachelor’s degree in Economics, in March 2019 as Chief Executive Officer • Vice Chairman of the Geneva Association University of Pennsylvania, USA Corporate Solutions and member of the • Board member of economiesuisse and • Bachelor’s degree in International Group Executive Committee. the Swiss American Chamber of Relations, University of Pennsylvania, Commerce USA Educational background • Member of the Pan-European Insurance • Master’s degree in Law, Justus Liebig Forum, the IMD Foundation Board, the University Giessen, Germany Global Reinsurance Forum, the Steering • Master’s degree in Business Board Insurance Development Forum, Administration, Université de Paris- the Board of Trustees of Avenir Suisse and Dauphine (IX), France/Justus Liebig the Board of Trustees of the St. Gallen University Giessen, Germany Foundation for International Studies External mandates • Member of the Executive Committee of the International Insurance Society • Honorary appointment as member of the selection committee of the Collège des Ingénieurs • Board member of the Latin American Chamber of Commerce in Switzerland (subject to election by the Annual General Meeting in 2021)
Swiss Re | Corporate Governance Report 2020 25 Corporate governance Executive Management
Anette Bronder John R. Dacey Nigel Fretwell Group Chief Operating Officer Group Chief Financial Officer Group Chief Human Resources Officer Born: 1967 Born: 1960 Born: 1962 Nationality: German Nationality: American Nationality: British
Professional experience Professional experience Professional experience Anette Bronder started her career at John R. Dacey started his career in 1986 Nigel Fretwell started his career at Barclays Hewlett Packard GmbH, where she held at the Federal Reserve Bank of New York. PLC, where he held various management several senior management positions, From 1990 to 1998, he was a consultant roles over 25 years. His last role was as including Director Software Services for and subsequently Partner at McKinsey & Group Employee Relations Director, leading Central & Eastern Europe and Director HP Company. He joined Winterthur Insurance the development and delivery of key Consulting Germany. In 2010, she was in 1998 and was its Chief Financial Officer Group-wide People Strategy, Industrial appointed Director of Enterprise Technology from 2000 to 2004 as well as a member Relations and Employment Policy initiatives. at Vodafone GmbH in Germany. In 2013, of its Group Executive Board until 2007. In 2005 he joined HSBC as Human she assumed worldwide responsibility for From 2005 to 2007, he was Chief Strategy Resources Director for the worldwide the Enterprise Delivery and Operations Officer and a member of its risk and operations of HSBC Insurance Brokers division of Vodafone Group and was based investment committees. He joined AXA in Limited. He then served from 2008 to 2011 in London. In 2015, Anette Bronder joined 2007 as Group Regional Chief Executive as Regional Head of Human Resources, T-Systems International as Managing Officer and Group Vice Chairman for Asia Pacific, and from 2009 concurrently Director Digital Division, where she oversaw Asia-Pacific as well as a member of their as Global Head of Human Resources, the new growth areas Internet of Things, Group Executive Committee. John R. Dacey Commercial Banking, and finally from 2011 Public Cloud and Healthcare for Deutsche joined Swiss Re in October 2012 and was to 2013 as Global Head of Human Telekom worldwide. In 2017, she took on appointed Group Chief Strategy Officer Resources for Retail Banking and Wealth additional responsibility for Deutsche and a member of the Group Executive Management, which included HSBC Telekom’s global Security Portfolio and Committee in November 2012. He also Insurance and HSBC Asset Management. Security Operations. Anette Bronder joined served as Chairman Admin Re® from Nigel Fretwell joined Swiss Re as Group Swiss Re in June 2019 and was appointed November 2012 to May 2015. He was Chief Human Resources Officer in May Group Chief Operating Officer and a appointed Group Chief Financial Officer 2013 and was appointed as a member of member of the Group Executive Committee with effect from April 2018. the Group Executive Committee effective effective July 2019. July 2019. Educational background Educational background • Bachelor’s degree in Economics, Educational background • Master’s degree in Economics and Washington University, St. Louis, USA • Master’s degree in Strategic Human Social Sciences, University of Stuttgart, • Master’s degree in Public Policy, Resource Management, Kingston Germany Harvard University, Cambridge, USA University, United Kingdom • Associate of the Chartered Institute External mandates External mandates of Bankers • Member of the Board of Directors • Member of the Board of Directors China Air Liquide S.A.* Pacific Insurance Co. Ltd.* (subject to approval by the China Banking and Insurance Regulatory Commission (CBIRC))
* Listed company
26 Swiss Re | Corporate Governance Report 2020 Guido Fürer Hermann Geiger Russell Higginbotham Group Chief Investment Officer Group Chief Legal Officer Chief Executive Officer Reinsurance Asia/ Born: 1963 Born: 1963 Regional President Asia Nationality: Swiss Nationality: German Born: 1967 Nationality: British
Professional experience Professional experience Professional experience Guido Fürer commenced his career at Swiss Hermann Geiger started his professional Russell Higginbotham started his career Bank Corporation/O’Connor & Associates in career in 1990 as a law clerk and qualified in 1986 at a UK life insurer and, in 1991, 1990, where he held leading positions in attorney at law, working with various major he joined Munich Re as a Senior marketing option trading at its capital market division. law firms, specialising in financial services Analyst. Russell Higginbotham joined He joined Swiss Re in 1997 as Managing transactions and regulation, capital markets, Swiss Re in 1994 and served in various Director at Swiss Re New Markets, and from corporate and litigation. In 1995, he joined roles in the Life & Health Reinsurance 2001 to 2004 he worked for Swiss Re’s GE Insurance Solutions where he served development and strategy teams. Between Private Equity unit. In 2004, he joined Asset as General Counsel Europe & Asia in the 2002 and 2005, he was Life & Health Management with responsibility for tactical insurance business of General Electric. Country Manager for Japan and asset allocation prior to assuming the role Following the acquisition of GE Insurance subsequently for South Korea. In 2006, he of Head of Strategic Asset Allocation. Solutions by Swiss Re in 2006, Hermann moved to Sydney and served as Chief Guido Fürer has led Swiss Re Group Asset Geiger joined Swiss Re as Regional General Executive Officer of Swiss Re’s Australia Management since his appointment as Counsel Europe. In 2009, he assumed the and New Zealand operations. From 2010 Group Chief Investment Officer and a global position as Head Legal & Compliance to 2015, he assumed the role of Chief member of the Group Executive Committee and Group Chief Legal Officer. As of Executive Officer Reinsurance UK & Ireland, in November 2012. In 2019, he additionally 1 July 2019, Hermann Geiger was based in London, and was named Head of assumed the roles of Swiss Re Country appointed as a member of the Group Life & Health Products Reinsurance in 2016. President Switzerland and Chairman of the Executive Committee. He was appointed Chief Executive Officer Swiss Re Strategic Council. Reinsurance EMEA, Regional President Educational background EMEA and a member of the Group Educational background • PhD in Law, University of Constance, Executive Committee in September 2018. • Master’s degree in Economics, Germany With effect from July 2019, Russell University of Zurich, Switzerland • PhD in Economics and Political Sciences, Higginbotham assumed the role of Chief • PhD in Financial Risk Management, University of the German Federal Armed Executive Officer Reinsurance Asia and University of Zurich, Switzerland Forces Munich, Germany Regional President Asia. • Executive MBA from INSEAD, • LL.M. (Master of Laws), University of Fontainebleau, France Birmingham, United Kingdom Educational background • Bachelor’s degree (Hons) in Business, External mandates External mandates University of Hertfordshire, • Member of the Board of Directors • Board member of the European General United Kingdom FWD Group Ltd Counsel Association • Master’s degree in Business • Member of the Board of Directors • Advisory Board member of ARIAS Europe Administration, Henley Management FWD Ltd • Member of the Swiss-American Chamber College, United Kingdom • Member of the Advisory Board of the of Commerce’s legal committee Department of Banking and Finance, University of Zurich, Switzerland • Member of the Board of Trustees of G&B Schwyzer-Winiker Stiftung
Swiss Re | Corporate Governance Report 2020 27 Corporate governance Executive Management
Jonathan Isherwood Thierry Léger Moses Ojeisekhoba Chief Executive Officer Reinsurance Group Chief Underwriting Officer Chief Executive Officer Reinsurance Americas/Regional President Americas Born: 1966 Born: 1966 Born: 1966 Nationality: French and Swiss Nationality: Nigerian and British Nationality: British
Professional experience Professional experience Professional experience Jonathan Isherwood started his career in Thierry Léger started his career in the civil Moses Ojeisekhoba started his career in 1991 with Ernst & Young, and moved to GE construction industry before joining insurance as a registered representative Capital as an audit/consulting leader in Swiss Re as an engineering underwriter in and agent of The Prudential Insurance 1994. In 2000, he joined GE Insurance 1997. In 2001, he moved to Swiss Re New Company of America in 1990. From 1992 Solutions to build the Risk Management Markets, providing non-traditional solutions to 1996, he was a Risk and Underwriting team and thereafter led the Global Property to insurance clients. Between 2003 and Manager at Unico American Corporation. division. In 2005, he became CEO of GE 2005, he was a member of the executive He then joined the Chubb Group of Frankona AG and Chairman of the Board of team in France as leader of the sales team. Insurance Companies as regional ERC Copenhagen. In addition, he had From 2006, Thierry Léger assumed Underwriting Manager and, in 1999, global responsibility as President of Product increasing responsibility for Swiss Re’s became Corporate Product Development Strategy of GE Insurance Solutions. largest clients, ultimately becoming the Manager in New Jersey and thereafter Following the acquisition of GE Insurance Head of the newly created Globals Division moved to London as Strategic Marketing Solutions by Swiss Re in 2006, Jonathan in 2010 and a member of the then existing Manager for Chubb Europe. In 2002, Isherwood joined Swiss Re as Head of Group Management Board. In 2013, he was appointed International Field Product Integration. From 2007 he led the Thierry Léger became Head of Life & Health Operations Officer for Chubb Personal Claims, Accounting & Liability Management Products Reinsurance. As of January 2016, Insurance before becoming Head Asia- division, and in 2013 assumed the role he was appointed Chief Executive Officer Pacific in 2009, a position he remained of Head Globals Reinsurance. Jonathan Life Capital and a member of the Group in until he joined Swiss Re. Moses Isherwood was appointed as Chief Executive Committee. With effect from Ojeisekhoba joined Swiss Re in February Executive Officer Reinsurance Americas 1 September 2020, Thierry Léger assumed 2012 and was appointed Chief Executive with effect from 1 April 2020, and Regional the role of Group Chief Underwriting Officer Reinsurance Asia, Regional President Americas and member of Officer. President Asia and a member of the Group the Group Executive Committee as of Executive Committee in March 2012. 14 August 2020. Educational background In July 2016, Moses Ojeisekhoba was • Master’s degree in Civil Engineering, appointed as Chief Executive Officer Educational background Swiss Federal Institute of Technology Reinsurance. • Master’s degree in Economics, (ETH), Zurich, Switzerland Cambridge University, United Kingdom • Executive MBA, University of St. Gallen, Educational background Switzerland • Master’s degree in Management, London Business School, United Kingdom • Bachelor of Science in Statistics, University of Ibadan, Nigeria
28 Swiss Re | Corporate Governance Report 2020 Changes in 2020 Other mandates, activities Jonathan Isherwood, previously Head of and vested interests Globals Reinsurance, was appointed Article 26 of the Articles of Association CEO Reinsurance Americas with effect governs the requirements regarding from 1 April 2020, and Regional President external mandates held by Group EC Americas and a member of the members (please see: www.swissre. Group Executive Committee effective com/articlesofassociation). All Group EC 14 August 2020. He succeeded J. Eric Smith, members comply with these requirements. who retired on 13 August 2020. Information on external mandates held by the Group EC members is provided in their Thierry Léger, former Chief Executive biographies (pages 25–29). Patrick Raaflaub Officer Life Capital, was appointed Group Group Chief Risk Officer Chief Underwriting Officer with effect from Management contracts Born: 1965 1 September 2020. He succeeded Swiss Re Ltd has not entered into any Nationality: Swiss and Italian Edouard Schmid, who decided to step management contracts with any down from his role as Chairman Swiss Re third parties. Institute & Group Chief Underwriting Officer effective 31 August 2020. Professional experience Patrick Raaflaub began his career as an The Group EC consists of 13 members economist at Credit Suisse. He then was a since 1 September 2020; prior to that, founding member of a consulting start-up it consisted of 14 members. and research fellow at the University of St. Gallen. He joined Swiss Re in 1994 and was appointed Chief Financial Officer of Swiss Re Italia SpA in 1997, and then was Divisional Controller Americas Division from 2000. He worked as Head of Finance Zurich from 2003, then Regional Chief Financial Officer Europe and Asia from 2005. From 2006, he was Head of Group Capital Management, where he was responsible for capital management at Group level and global regulatory affairs. In 2008, he joined the Swiss Financial Market Supervisory Authority FINMA as Chief Executive Officer. Patrick Raaflaub returned to Swiss Re as Group Chief Risk Officer and a member of the Group Executive Committee in September 2014.
Educational background • PhD in Political Science, University of St. Gallen, Switzerland
External mandates • Member of the Board of Directors Key responsibilities of the Group CSS Holding AG Executive Committee members • Member of the Managing Board Swiss The Board of Directors has delegated Insurance Association (SIA) the management of Swiss Re Ltd and the Group to the Group EC. Such delegated tasks are within the responsibility of the entire Group EC. The Group EC discharges its responsibilities as a joint body, except for responsibilities delegated to the Group CEO and further Group EC members. For an overview of the individual Group EC members’ key responsibilities please refer to: www.swissre.com/groupecmembers- responsibilities
Swiss Re | Corporate Governance Report 2020 29 Corporate governance
Shareholders’ participation rights
The Annual General Meeting elects the Independent Proxy who represents shareholders’ votes.
Voting right restrictions, statutory Statutory quorums Agenda group clauses and exception rules The General Meeting of shareholders The Board of Directors announces Swiss Re Ltd does not have any voting right may pass resolutions without regard to the the agenda items and the proposals for restrictions or statutory group clauses number of shareholders present at the the General Meeting of shareholders. (other than the limitations on nominee meeting or shares represented by proxy. Shareholders with voting rights whose registrations set out on page 9) in place. combined holdings represent shares with a Therefore, there are no procedures or Resolutions are passed by an absolute nominal value of at least CHF 100 000 may, conditions for cancelling restrictions and majority of votes validly cast (excluding no later than 45 days before the date no rules on making exceptions to them. blank and invalid ballots), except where of the meeting, request in writing that a Accordingly, no such exceptions were the law requires otherwise. particular item, together with the relevant granted in 2020. proposals, be included on the agenda. The Chairman of the General Meeting Statutory rules on participating in of shareholders determines the voting Registrations in the share register the General Meeting of shareholders procedure. Provided that the voting is Any share whose owner, usufructuary Owners, usufructuaries or nominees not done electronically, voting shall take or nominee is entered in the share register entered in the share register as having place openly based on a show of hands as having voting rights through said share voting rights on a specific qualifying day or by written ballot. on a specific qualifying day (record date) determined by the Board of Directors designated by the Board of Directors are entitled to one vote per share held at Convocation of the General Meeting entitles its holder to one vote at the the General Meeting of shareholders. of shareholders General Meeting of shareholders. In 2020, In accordance with Swiss Re Ltd’s Articles Swiss Re Ltd recognised the voting rights Swiss Re Ltd’s Articles of Association of Association, the Board of Directors of shares registered no later than four allow any shareholder with voting rights to convenes the General Meeting of working days before the Annual General have his or her shares represented at any shareholders through a notice published Meeting of shareholders. General Meeting of shareholders by another in the Swiss Official Gazette of Commerce person authorised in writing or by the at least 20 days before the date of the Independent Proxy. meeting. The notice must state the day, time and place of the General Meeting The Independent Proxy is elected by the of shareholders, along with the agenda Annual General Meeting for a term of and proposals, which will be submitted office until completion of the next ordinary by the Board of Directors. General Meeting of shareholders. Extraordinary General Meetings of Please refer to article 11 of the Articles of shareholders may be called by a resolution Association of Swiss Re Ltd for further of the General Meeting of shareholders details on the right to vote and shareholder or the Board of Directors, or by one or more proxies. The Articles of Association are shareholders with voting rights whose available at: www.swissre.com/ combined holdings represent at least 10% articlesofassociation of the share capital. The 2020 Annual General Meeting of Swiss Re Ltd took place pursuant to the provisions of the Federal Council’s Ordinance 2 on Measures to Combat the Coronavirus (COVID-19-Ordinance-2). As a result, shareholders could not attend the Annual General Meeting in person. Shareholders were able to exercise their right to vote and to participate in elections indirectly, via representation by the Independent Proxy.
30 Swiss Re | Corporate Governance Report 2020 Changes of control and defence measures
Swiss Re Ltd’s Articles of Association contain neither an “opting out” nor an “opting up” provision.
Duty to make an offer Clauses on changes of control Swiss Re Ltd has not put in place any The mandates and employment contracts specific measures to defend against of the members of the Board of Directors, potential unfriendly takeover attempts. Group EC and further Executive Management The Board of Directors believes that the members do not contain any provisions company’s best protection is a fair valuation such as severance payments, notice periods of its shares and that the efficiency of more than 12 months, additional pension of a free market is preferable to artificial fund contributions or the treatment of obstacles, which can have a negative deferred compensation that would benefit impact on the share price in the long term. them in a change of control situation.
In accordance with the Financial Markets Unvested deferred compensation may Infrastructure Act (FMIA), any party who vest and employee participation plan rules acquires Swiss Re Ltd shares which, may be amended upon a change of control added to those already owned, exceed the (if the Board of Directors so decides; see threshold of 33⅓% of Swiss Re Ltd shares, below). In such an event, the rights of either directly, indirectly or in concert with members of the Board of Directors and the third parties, and regardless of whether Group EC, as well as of further Executive these voting rights of such Swiss Re Ltd Management members, are identical to shares are exercisable or not, triggers a those of all other employees. mandatory takeover offer for the outstanding Swiss Re Ltd shares owned The Articles of Association provide that by all other shareholders. the Board of Directors (or to the extent delegated to it, the Compensation The FMIA allows companies to include Committee) may decide on the continuation, an “opting up” provision in their articles acceleration, amendment or removal of of association, which raises the mandatory any vesting, blocking or exercise conditions takeover offer threshold up to 49%, or for the payment or grant of deferred an “opting out” provision, which waives compensation. The Board of Directors may the mandatory offer. Swiss Re Ltd’s Articles also decide to replace the award with of Association contain neither of shares of the entity assuming control. For these provisions. more information on the quantitative impact of vested shares, please refer to page 9 of this Corporate Governance Report under the paragraph entitled “Shares”.
Swiss Re | Corporate Governance Report 2020 31 Corporate governance
Auditors
The AGM 2020 elected KPMG as Swiss Re’s new external auditor – effective for the financial year starting on 1 January 2021.
Duration of the mandate and term Information tools pertaining 18 March, the PwC 2019 Final Board of office of the lead auditors to the external audit Report as well as the EVM review findings. PricewaterhouseCoopers Ltd (PwC) Responsibilities At the meeting on 15 April, PwC provided was appointed as the external auditor of The external auditor is accountable to the the 2019 US GAAP and EVM control Swiss Re Ltd when the company was Audit Committee, the Board of Directors reports and the PwC Quality Assessment. founded on 2 February 2011. PwC had and ultimately to the shareholders. The At the Audit Committee meeting on 29 been elected as the external auditor of Board of Directors reviews the external April, it provided the Q1 2020 PwC Report the previous parent company of the Group, auditor’s professional qualifications and and at the 30 July meeting, the H1/Q2 2020 Swiss Reinsurance Company Ltd, at its is assisted in its oversight by the PwC Report. Furthermore, PwC provided Annual General Meeting 1991 and had Audit Committee. the 2020 Audit Plan PwC/Fees Report at been re-elected annually since then. The the 22 September meeting and the 9M/Q3 Annual General Meeting 2020, following Cooperation and flow of 2020 PwC Report on 29 October. the proposal of the Board of Directors, information between the auditor based on the recommendation by the Audit and the Audit Committee The Audit Committee reviews and approves Committee, re-elected PwC as external The Audit Committee liaises closely all planned audit services and any non-audit auditor for the financial year 2020. with the external auditor. The lead services provided by the external auditor. auditors participate as advisors at all In line with the Swiss Code of Obligations Audit Committee meetings. For more It discusses the results of annual audits and to foster external auditor independence, information, see page 21. with the external auditor, including reports each of the two group audit engagement on the financial statements, necessary leaders rotates out of his or her role after PwC provided reports on selected topics changes to the audit plans and critical seven years. Roy Clark has undertaken this at each of the Audit Committee meetings accounting issues. role since April 2018 and Jasmine Chang during the reporting year 2020: at the since July 2020. 30 January meeting, PwC provided the The external auditor shares with the Audit External Auditor Update, which covered Committee its findings on the adequacy the PwC Quality, Performance and 2019 of the financial reporting process and the Assurance Report as well as the audit- efficacy of the internal controls. related, tax and non-audit services. At the 18 February Audit Committee meeting, it provided the Full-Year Audit Report and on
Fees paid to the auditor The fees (excluding value added taxes) for professional services provided by PwC in 2020 were as follows:
USD millions 2019 2020 Audit fees 31.0 30.7 Non-audit fees 12.3 3.5 Audit-related assurance services 11.0 0.9 Services relating to corporate finance transactions 0.3 0.3 Tax related services 0.3 0.3 Other non-audit services 0.7 2.0 Total fees 43.3 34.2
In 2020, audit related assurance services included programme and control assessments as well as assurance mandates required by Swiss Re's regulators. Services relating to corporate finance transactions contained the arrangement and administration of a financing programme, tax-related services included advice on a number of tax matters and other non-audit services covered a variety of permitted advisory services primarily related to the recently launched IFRS programme.
32 Swiss Re | Corporate Governance Report 2020 It informs the Audit Committee about any Independence the new auditor as part of the news release differences of opinion between the external At least once a year, the external auditor on the first-half 2019 US GAAP results. auditor and management encountered provides a formal written statement For the news release, please refer to: during the audits or in connection with the delineating all relationships with the company www.swissre.com/media/news-releases/ preparation of the financial statements. that might affect its independence. Any nr-20190731-hy-2019-news-release.html disclosed relationships or services that might Evaluation of the external auditor interfere with the external auditor’s The AGM 2020 elected KPMG as the new It is the Audit Committee that is responsible objectivity and independence are reviewed external auditor for a one-year term of office for recommending an audit firm to the by the Audit Committee, which then for the financial year starting on 1 January Board of Directors for election at the Annual recommends appropriate action to be taken 2021. Following this election, KPMG General Meeting. Unlike in the European by the Board. became fully independent as of 1 July 2020 Union, there is no law in Switzerland that and started their work. Activities included provides for a mandatory rotation of the Performance the review of PwC’s US GAAP workpapers external auditor after a certain number of This assessment measures the external for the 2019 audit in Switzerland and other years. The Audit Committee closely monitors auditor’s performance against a number key regions, process walkthroughs, as well regulatory developments in the EU and of criteria, including: understanding of as the shadowing of PwC’s 2020 audit elsewhere on this topic. In order to be able Swiss Re’s business; technical knowledge work. In parallel, KPMG conducted audit to select and recommend an audit firm for and expertise; comprehensiveness of planning sessions with key departments election by the shareholders and in line the audit plans; quality of the working and stakeholders within Swiss Re and with good corporate governance, the Audit relationship with management and clarity established regular updates with Swiss Re Committee thoroughly evaluates the of communication. It is compiled based management. Despite restrictions in travel credentials of the current external auditor on the input of key people involved in and face-to-face interactions due to annually based on the following main the financial reporting process and the COVID-19, the audit transition has criteria: Investment in the client relationship, observations of the Audit Committee proceeded according to plan and KPMG will quality of delivery, quality of the people members. present its 2021 audit plan to the Audit and services and focus on client value. The Committee during the second quarter of Audit Committee presents the findings of Auditor rotation 2021 2021. the evaluation to the entire Board of Directors. Considering that PwC has carried out the PwC has a proven record of professionalism mandate as external auditor for the Audit fees and efficiency and fully meets the high Swiss Re Group since 1991, the Board of The Audit Committee annually reviews demands made by Swiss Re as a global Directors proposed to the shareholders at the audit fees as well as any fees paid re/insurance Group. The Audit Committee’s the AGM 2020 the election of KPMG to the external auditor for non-audit assessment of the external auditor is as the Group’s new external auditor for the services based on recommendations furthermore based on the external auditor’s financial year starting on 1 January 2021. by the Group CFO. qualifications, independence and performance. The Audit Committee also In September 2018, the Audit Committee evaluates annually the performance of had decided to launch a tender process in the lead auditors. the first quarter of 2019 for a new external auditor of the Group. After a thorough Qualifications tender process, the Board of Directors had At least once a year, the external auditor decided, as proposed by the Audit Special Auditor submits a report to the Audit Committee Committee and in line with the main criteria Swiss Re Ltd’s Articles of Association describing the external auditor’s own mentioned in the chapter on the evalution foresee that the Annual General Meeting quality control procedures, including of the external auditor (far left of this page), may elect a Special Auditor for a term of any material issues raised by its most to propose KPMG to the AGM 2020 for three years which would be responsible recent internal reviews or inquiries election as the new external audit firm to for the special audit reports that are or investigations by governmental or replace PwC for the financial year starting required by Swiss law in connection with professional authorities within the on 1 January 2021. On 31 July 2019, changes in capital. Currently there is no preceding five years, as well as any steps Swiss Re publicly announced the Board of Special Auditor elected. taken to deal with any such issues. Director’s decision to nominate KPMG as
Swiss Re | Corporate Governance Report 2020 33 Corporate governance
Information policy
As a global company, Swiss Re strives to inform its stakeholders openly, consistently and in a transparent manner – beyond the minimum legal information requirements.
Swiss Re maintains open lines of At www.swissre.com/media/contacts, Guido Fürer, on the Group’s asset communication with stakeholders on interested parties – internal or external – management. Thierry Léger, the Group matters related to its financial and business can subscribe to the Media Relations CUO, spoke about how underwriting performance, strategy and business mailing list to receive ad hoc disclosures excellence is key to Swiss Re’s success. activities through analyst and media and relevant corporate news via email. Moses Ojeisekhoba and Andreas Berger, conferences and calls, road shows, news Contact details are provided on page 328 the CEOs of the Business Units Reinsurance releases and corporate reports. The latter of our Financial Report 2020. and Corporate Solutions, then gave a encompass the company’s Annual Report strategic update on their businesses. The and the Half-Year Report, which are The Swiss Official Gazette of Commerce webcast was attended by a wide range of made available both in print and digitally. (Schweizerisches Handelsamtsblatt) is external participants including portfolio Additionally, Swiss Re publishes Swiss Re’s official medium for prescribed managers, buy-side and sell-side analysts. the Financial Condition Report, the announcements and official information. Sustainability Report, solvency reports The presentations as well as the conference for the regulated entities and key quarterly The Chairman conducts an annual call recordings from these events are financial information online. corporate governance roadshow to visit available at: and engage in an ongoing dialogue with www.swissre.com/investors/presentations On the Group’s website (www.swissre.com), Swiss Re’s largest shareholders. Throughout visitors can find a host of news and research, the year, our Investor Relations team, often Swiss Re strictly observes close periods publications, videos and podcasts as well joined by our Executive Management, around the publication of the Group’s as discussion and analysis related to holds regular meetings with institutional financial results. Close periods apply Swiss Re and the broader re/insurance investors and analysts, including roadshows, through the preparation of results or key industry. The financial calendar displayed conferences and calls. In 2020, due to financial data, and include a cooling-off below is also available online, and includes, COVID-19, most of these interactions took period after their release. During such close among other things, access details for place virtually. periods, Swiss Re employees and members analyst conference calls as well as video of the Board of Directors are not allowed recordings of annual and half-year results’ On 20 November 2020, Swiss Re held its to trade Swiss Re shares or financial presentations and Q1/Q3 key financial virtual Investors' Day. Group CEO, Christian instruments related to such shares. figures. Mumenthaler, provided an update on the Group strategy, John R. Dacey, the Group CFO, on Swiss Re’s financial strength and capital management, and the Group CIO,
Important dates in 2021
19 February Annual results 2020 18 March Publication of Annual Report 2020 and 2020 EVM results as well as the AGM 2021 invitation 16 April 157th Annual General Meeting 30 April Release of first quarter 2021 key financial data 30 July Half-year 2021 results 29 October Release of nine months 2021 key financial data 1 December Investors’ Day, Zurich
34 Swiss Re | Corporate Governance Report 2020 Contacts
Dr. Felix Horber Attorney-at-Law, E.M.B.L.-HSG, VR-CAS HSG Lecturer in law at the University of St. Gallen Company Secretary, Swiss Re
+41 43 285 38 39 [email protected]
Christina Lusti Attorney-at-Law, E.M.B.L.-HSG Head Corporate Governance Group, Swiss Re
+41 43 285 34 25 [email protected]
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