Slide 1: Swiss Re AGM briefing call 2014
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Slide 2: Today's agenda
Today’s agenda • Introduction George Quinn, Group CFO • Update on compensation framework Nigel Fretwell, Group CHRO • Dividend proposal George Quinn, Group CFO • Elections, Articles of Association Felix Horber, Company Secretary • Questions & answers AGM briefing 2014 2
Slide 3: Introduction
Introduction George Quinn, Group CFO AGM briefing 2014 3
Slide 4: Overview (I)
Overview (I) Focus of this call is on four distinct AGM agenda topics 1. Annual Report, annual and consolidated financial statements for the 2013 financial year 1.1 Consultative vote on the Compensation Report 1.2 Approval of the Annual Report, annual and consolidated financial statements for the 20
Slide 5: Overview (II)
Overview (II) Focus of this call is on four distinct AGM agenda topics 5. Elections 5.1 Board of Directors and Chairman of the Board of Directors 5.1.1 Re-election of Walter B. Kielholz and election as Chairman of the BoD 5.1.2 Re-election of Raymund Breu 5.1.3 Re-election of Mathis Cabiallavetta 5.
Slide 6: Update on Compensation Framework
Update on Compensation Framework Nigel Fretwell, Chief Human Resources Officer AGM briefing 2014 6
Slide 7: 2013 Compensation Key Developments
2013 Compensation Key Developments • In early 2013, Swiss Re finished implementing the recommendations from the 2011 compensation framework review. The aim of this review had been to further strengthen the link between pay and performance. 2013 saw the following interventions: – Further embedding of
Slide 8: Swiss Re continues to reflect on key investor and proxy advisor input
Swiss Re continues to reflect on key investor and proxy advisor input • Swiss Re continues the established practice of proactively engaging with investors, proxy advisors and regulators to review and discuss the compensation framework • Two key issues were highlighted as being of concern relating to
Slide 9: Overview of Swiss Re's Compensation Framework
Overview of Swiss Re's Compensation Framework AGM briefing 2014 9
Slide 10: Variable compensation directly linked to performance
Variable compensation directly linked to performance 70% of Group EC's compensation is variable (of which 2/3 deferred) AGM briefing 2014 10
Slide 11: 2013 business performance strong, but compensation levels broadly similar to 2012
2013 business performance strong, but compensation levels remain broadly similar to 2012 • Compensation decisions consider financial (including quality of earnings) as well as qualitative performance: Different to 2012, the Group CEO's 2013 performance was assessed and rewarded based on a full 12 mo
Slide 12: Pay for performance
Pay for performance A large part of executive compensation is deferred; 40% of BoD compensation is delivered in blocked shares AGM briefing 2014 12
Slide 13: Attribution of Group income to various stakeholders is monitored
Attribution of Group income to various stakeholders is monitored • The table below shows the dispersal of Group income to key stakeholders (employees, government and shareholders) Split of 2013 Group Income AGM briefing 2014 13
Slide 14: Dividend proposal
Dividend proposal George Quinn, Group CFO AGM briefing 2014 14
Slide 15: Withholding tax exempt repayment of legal reserves from capital contributions
Withholding tax exempt repayment of legal reserves from capital contributions • Strong capital position allows Swiss Re to continue to pay an attractive dividend and take advantage of business growth opportunities • Therefore the BoD proposes to the AGM – To increase regular dividend to CHF 3.85 per
Slide 16: Elections and amendments of Articles of Association
Elections and amendments of Articles of Association (AoA) Felix Horber, Company Secretary AGM briefing 2014 16
Slide 17: Elections to the Board of Directors (1/3)
Elections to the Board of Directors (1/3) Re-elections and election of a new member Re-election of Walter B. Kielholz and election as Chairman of the BoD BoD member since 1998, Chairman of the BoD since 2009 Chairman of the Chairman's and Governance Committee Swiss Re's CEO 1997 - 2002 Re-election o
Slide 18: Elections to the Board of Directors (2/3)
Elections to the Board of Directors (2/3) Re-elections and election of a new member Re-election of Renato Fassbind and election to compensation committee BoD member since 2011, Vice Chairman of the BoD since 2012 Member of the Chairman's and Governance, Audit and Compensation Committee; CFO of Credi
Slide 19: Elections to the Board of Directors (3/3)
Elections to the Board of Directors (3/3) Re-elections and election of a new member Re-election of Hans Ulrich Maerki and election to compensation committee BoD member since 2007, Member of the Compensation Committee and Member of the Finance and Risk Committee Chief Executive Officer of IBM EMEA 20
Slide 20: Amendments of Articles of Association
Amendments of Articles of Association Introduction • On 1 January 2014, the Ordinance Against Excessive Compensation in Public Corporations of 20 November 2013 (hereinafter "the Ordinance") became effective, subject to transitional provisions. It implements the “Minder” popular initiative and the re
Slide 21: Technical amendments (1/9)
Technical amendments (1/9) Article 7 – Powers of the Shareholders' Meeting • The Ordinance requires that the Shareholders' Meeting elects annually and individually – the members of the BoD – the Chairman of the BoD – the members of the Compensation Committee (CC) – the Independent Proxy • The Ordina
Slide 22: Technical amendments (2/9)
Technical amendments (2/9) Article 11 – Right to vote and shareholder proxies • The Ordinance prohibits going forward the representation of shareholders at the Shareholders' Meeting – by a corporate body (Organvertretung) or – by proxies for deposited shares (Depotvertretung) • The Ordinance also re
Slide 23: Technical amendments (3/9)
Technical amendments (3/9) Article 14 – Members and term of office of the BoD • The Ordinance requires the Shareholders' Meeting to elect annually and individually the members of the BoD and the Chairman of the BoD for a term of office until completion of the next ordinary Shareholders' Meeting • Al
Slide 24: Technical amendments (4/9)
Technical amendments (4/9) Article 15 – Organisation • The BoD continues to constitute itself, save for the Chairmanship of the BoD and the members of the CC, who are elected by the Shareholders' Meeting • Election of one or more Vice-Chairmen continues to be possible AGM briefing 2014 24
Slide 25: Technical amendments (5/9)
Technical amendments (5/9) Article 16 – Duties and powers • The BoD must prepare a separate and audited Compensation Report • Revision of Article 16 complements the catalogue of non-transferable and inalienable duties of the BoD with the duty to draft up a Compensation Report • The first Compensatio
Slide 26: Technical amendments (6/9)
Technical amendments (6/9) Article 17 – Delegation of powers • Delegation of powers to one or several persons or BoD committees continues to be possible • Wording of the existing Article 17 has been revised formally without changing the provision materially AGM briefing 2014 26
Slide 27: Technical amendments (7/9)
Technical amendments (7/9) Article 25 – Agreements with members of the BoD and the EC • The Ordinance requires companies to include in their AoA in relation to agreements with members of the BoD and the EC – the maximum duration of fixed-term agreements – the maximum termination notice of indefinite
Slide 28: Technical amendments (8/9)
Technical amendments (8/9) Article 26 – External mandates • Number of permissible additional mandates of members of the BoD and of the EC in a supreme governing body of a legal entity which is required to be registered in the commercial register or a corresponding register of a foreign jurisdiction
Slide 29: Technical amendments (9/9)
Technical amendments (9/9) Article 27 – Credits and loans • AoA have to include the amount of potential credits and loans to be granted to members of the EC in order to be permissible • Credits and loans can be granted at employee conditions • The total amount is capped at CHF 3 million per member o
Slide 30: Compensation-related amendments (1/4)
Compensated-related amendments (1/4) Article 19 – Compensation Committee • The Ordinance requires that – the Shareholders' Meeting elects annually and individually the members to the CC for a term of office until completion of the next ordinary Shareholders' Meeting – the principles of the tasks and
Slide 31: Compensation-related amendments (2/4)
Compensated-related amendments (2/4) Article 22 – Approval of compensation by the Shareholders’ Meeting • Annual, separate vote with binding effect on the aggregate amounts of compensation of the BoD and the EC and inclusion of say on pay regime in the AoA required • Proposed Swiss Re say on pay reg
Slide 32: Compensation-related amendments (3/4)
Compensated-related amendments (3/4) Article 23 – Supplementary amount for changes in the EC • Supplementary amount for changes in the EC permissible, if – there is a prospective vote; and – approved budget is not sufficient to compensate a new joiner to the EC • The “reserve” amount is available to
Slide 33: Compensation-related amendments (4/4)
Compensated-related amendments (4/4) Article 24 – Principles of compensation of the BoD and of the EC • AoA must include the principles of performance- and equity-based compensation of the BoD and EC members and they address the following: – Design of the compensation system and the nature and form
Slide 34: Q&A AGM briefing 2014
(imi) Swiss Re AGM briefing 2014 34
Slide 35: Corporate calendar & contacts
Corporate calendar & contacts Corporate calendar 11 April 2014 150th Annual General Meeting Zurich 7 May 2014 First Quarter 2014 results Conference call 3 July 2014 Investors' Day London 6 August 2014 Second Quarter 2014 results Conference call 7 November 2014 Third Quarter 2014 results Conference c
Slide 36: AGM briefing 2014
@ Swiss Re AGM briefing 2014. 36
Slide 37: Cautionary note on forward-looking statements
Cautionary note on forward-looking statements Certain statements and illustrations contained herein are forward-looking. These statements (including as to plans objectives, targets and trends) and illustrations provide current expectations of future events based on certain assumptions and include an