Swiss Re AG · SIX:SREN
Swiss Re — Shareholder Meeting (March 2013)
22 slides from Swiss Re's shareholder meeting presentation, Mar 18, 2013
Slide 1: AGM briefing call
a AGM briefing call George Quinn, Group CFO Chris Bitzer, Head of Group Human Resources Felix Horber, Company Secretary Zurich, 18 March 2013
Slide 2: Today's agenda
Today’s agenda a Introduction George Quinn, Group CFO Update on compensation framework Chris Bitzer, Head Group HR Dividend proposal George Quinn, Group CFO Elections, capital structure and Felix Horber, Company Secretary e-voting Questions & answers AGM briefing call | Zurich, 18 March 20
Slide 3: Introduction
a Introduction George Quinn, Group CFO AGM briefing call | Zurich, 18 March 2013 3
Slide 4: Adoption of "Minder-initiative" on executive pay in Switzerland (I)
Adoption of "Minder-initiative" on executive pay in Switzerland (I) Next steps a No legal changes for upcoming AGM on 10 April 2013 Swiss Federal Council to issue ordinance to implement initiative by 3 March 2014 Ordinance will become effective 1 January 2014 or 1 January 2015 (still unclear)
Slide 5: Adoption of "Minder-initiative" on executive pay in Switzerland (II)
Adoption of "Minder-initiative" on executive pay in Switzerland (II) Conclusions a Adoption of the initiative will substantially strengthen shareholders' rights but also increases their responsibilities, i.e. your right to vote becomes even more important We will continue to engage in active dia
Slide 6: Overview
Overview Focus of this call is on four distinct AGM agenda topics a 1. Annual Report, annual and consolidated financial statements for the 2012 financial year 1.1 Consultative vote on the compensation report 1.2 Approval of the Annual Report, annual and consolidated financial statements for the 2012
Slide 7: Update on compensation framework
a Update on compensation framework Chris Bitzer, Head of Group Human Resources AGM briefing call | Zurich, 18 March 2013 7
Slide 8: Recap of recent key changes to Swiss Re's compensation framework
Recap of recent key changes to Swiss Re's compensation framework a Performance Management Target Annual Performance Leadership Performance Plan (PM) Incentive (TAPI) (LPP) Two-dimensional assessment of Group API Funding is now Replaces previous LTI individual performance: “What” determined by
Slide 9: Building on the direction of the last years we focused in 2012 on implementation
Building on the direction of the last years we focused in 2012 on implementation and additional improvements: a Full transparency of fixed and performance-driven compensation elements, including illustration of deferral elements at different levels within the organisation Target API and two dime
Slide 10: Swiss Re's enhanced Group API funding process
Swiss Re's enhanced Group API funding process a AGM briefing call | Zurich, 18 March 2013 10
Slide 11: Business metrics and compensation moves
Business metrics and compensation moves More than 70% of the Group EC's compensation is variable a 1 Including CEO 2 Dividend payments are made in April of the following year. For 2012 a special dividend of CHF 4.00 is proposed. Distributions made in the form of Swiss withholding tax exempt distribu
Slide 12: Pay for performance
Pay for performance a For senior executives a large part of compensation is deferred; 40% of aggregate BoD compensation in blocked shares 1 Including CEO AGM briefing call | Zurich, 18 March 2013 12
Slide 13: Dividend proposal
a Dividend proposal George Quinn, Group CFO AGM briefing call | Zurich, 18 March 2013 13
Slide 14: Withholding tax exempt repayment of legal reserves from capital contributions
Withholding tax exempt repayment of legal reserves from capital contributions a 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 3.50 p
Slide 15: Elections, capital structure and e-voting
a Elections, capital structure and e-voting Felix Horber, Company Secretary AGM briefing call | Zurich, 18 March 2013 15
Slide 16: Elections to the Board of Directors (I)
Elections to the Board of Directors (I) Four members up for re-election; one election of a new member a Re-election of Walter B. Kielholz, 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 of Malcolm D. Kni
Slide 17: Elections to the Board of Directors (II)
Elections to the Board of Directors (II) Four members up for re-election; one up for election a Re-election of Jean-Pierre Roth, BoD member since 2010 Member of the Investment Committee Chairman of the Governing Board of the Swiss National Bank 2001 - 2009 Election of Mary Francis, British citizen S
Slide 18: Capital structure
Capital structure Three capital motions with subsequent amendment of Articles of Association a The Board of Directors proposes: Authorised capital – Renew existing authorised capital including limits (up to 85 million shares with a sublimit of 35 million shares where Board of Directors may limit o
Slide 19: E-voting
E-voting Introduction of e-voting for AGM 2013 a Swiss Re among the first Swiss listed companies to introduce an online platform where shareholders can register and provide voting instructions electronically before AGM takes place (see: www.sherpany.com/swissre) Shareholders get instructions tog
Slide 20: Questions & answers
a Questions & answers AGM briefing call | Zurich, 18 March 2013 20
Slide 21: Corporate calendar & contacts
Corporate calendar & contacts a Corporate calendar 10 April 2013 149th Annual General Meeting Zurich 02 May 2013 First Quarter 2013 results Conference call 24 June 2013 Investors' Day Zurich 08 August 2013 Second Quarter 2013 results Conference call 07 November 2013 Third Quarter 2013 results Confer
Slide 22: Cautionary note on forward-looking statements
Cautionary note on forward-looking statements a 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