Swiss Re publishes its 2009 annual report and announces the proposals of its Board of Directors to shareholders for the 146th Ordinary General Meeting to be held on 7 April 2010
12 March 2010
For Swiss Re’s 146th Ordinary General Meeting, to be held on 7 April 2010, the Board of Directors proposes to the company’s shareholders:
- that the annual report and the annual and consolidated financial statements for the 2009 financial year be approved. The 2009 annual report was published today, 12 March 2010, and can be accessed here on our website;
- that the 2009 compensation report contained in the annual report be subject to a consultative vote;
- to increase the dividend to CHF 1.00 per share compared to
CHF 0.10 in the previous year, reflecting the improved capital base and profitability of the company; - that the members of the Board of Directors be discharged for the 2009 financial year;
- to increase the conditional capital for employee participation in order to ensure that sufficient shares for existing and future share-based compensation plans are available;
- to amend the Articles of Association in order to align them with the Swiss Intermediary-Held Securities Act, which entered into force on 1 January 2010;
- to include a provision in the Articles of Association facilitating the election of a Special Auditor with a limited mandate related to special audit reports in connection with changes in capital.
Elections
Further, the Board of Directors proposes to Swiss Re’s shareholders that:
- Walter B. Kielholz be re-elected to the Board for a three-year term of office;
- Robert A. Scott be re-elected to the Board for a two-year term of office, in consideration of the fact that Mr Scott will reach the statutory retirement age in January 2012;
- Malcolm D. Knight be elected as a new non-executive, independent member of the Board for a three-year term of office;
- Carlos E. Represas be elected as a new non-executive, independent member of the Board for a three-year term of office;
- Jean-Pierre Roth be elected as a new non-executive, independent member of the Board for a three-year term of office. Mr Roth’s term of office is to start on 1 July 2010 following a 6-month cooling-off period of the Swiss National Bank (SNB);
- PricewaterhouseCoopers Ltd, Zurich (PwC), be re-elected as Auditor for a term of one year;
- OBT AG, Zurich, be elected as Special Auditor for a term of three years.
Notes to editors
The invitation to Swiss Re’s 146th Ordinary General Meeting on Wednesday, 7 April 2010, Zurich, will be sent out to Swiss Re’s registered shareholders on Monday, 15 March 2010, and will also be available on our website.
Walter B. Kielholz
Walter B. Kielholz, a Swiss citizen born in 1951, was elected to Swiss Re’s Board of Directors in 1998. He was Vice Chairman from 2003 to April 2009 and was appointed Chairman with effect from 1 May 2009.
A detailed curriculum vitae was published in the annual report in the “Corporate Governance” chapter and is also available electronically on Swiss Re's Corporate governance section.
Robert A. Scott
Robert A. Scott, a British and Australian citizen born in 1942, was elected to Swiss Re’s Board of Directors in 2002. Mr Scott was Group Chief Executive Officer of CGNU plc, now Aviva plc, retiring in 2001.
A detailed curriculum vitae was published in the annual report in the “Corporate Governance” chapter and is also available electronically on Swiss Re's Corporate governance section.
Malcolm D. Knight
Malcolm D. Knight, a Canadian citizen born in 1944, has been a Vice Chairman of Deutsche Bank since 2008. He was the General Manager (CEO) of the Bank for International Settlements from 2003 to 2008. During this period he was also a member of the Financial Stability Board (formerly the Financial Stability Forum), an Observer at the International Monetary Fund’s International Monetary and Financial Committee, and a member of the IMF’s Capital Markets Consultative Group. Malcolm D. Knight served as Senior Deputy Governor of the Bank of Canada from 1999 to 2003. He was also the bank’s Chief Operating Officer and a member of the Board of Directors. From 1975 to 1999 he held various senior positions at the International Monetary Fund, in both research and operations. From 1971 to 1975 he taught at the University of Toronto and the London School of Economics and Political Science.
In addition, Malcolm D. Knight is a Trustee of the Per Jacobsson Foundation, Chairman of the Board of Patrons of the European Association for Banking and Financial History, and a Trustee of the International Valuation Standards Council.
Malcolm D. Knight holds an Honour BA in political science and economics from the University of Toronto, and Master of Science (Economics) and PhD degrees from the London School of Economics and Political Science. In 2006 he was awarded an Honorary Doctorate by Trinity College, University of Toronto.
Carlos E. Represas
Carlos E. Represas, Mexican citizen, born in 1945, has been the Chairman of Nestlé Group Mexico since 1983. He also serves on the Boards of Directors of Bombardier Inc. and Merck & Co. Inc., and on the Board of the Mexican Health Foundation A.C. Furthermore, he is Chairman of the Board of Trustees of the National Institute of Genomic Medicine, Mexico, President of the Mexico Chapter of the Latinamerican Chamber of Commerce in Switzerland, and a member of the Latin America Business Council (CEAL).
Between 1968 and 2004, Carlos E. Represas held various senior positions at Nestlé in South America, the U.S. and Europe. He was Executive Vice President and also Head of the Americas of Nestlé S.A. from 1994 to 2004. In addition, he was a member of the Board of Directors of Vitro S.A.B. de C.V.
Carlos E. Represas studied Economics at the National University of Mexico and Industrial Economics at the National Polytechnic Institute, Mexico. He completed further academic studies in the areas of Finance, Marketing and Management at the University of New York, USA, the Institut pour l’Etude des Méthodes de Direction de l’Entreprise (IMEDE), Switzerland, and Harvard University, USA. Carlos E. Represas was awarded Honorary Doctorates by the Universidade Federal de Viçosa, Minais Gerais, Brazil, and the Academia Mexicana de Derecho Internacional, Mexico.
Jean-Pierre Roth
Jean-Pierre Roth, a Swiss citizen born in 1946, was the Chairman of the Governing Board of the Swiss National Bank (SNB) from January 2001 until December 2009. He joined the SNB in 1979, where he held various senior positions before he was appointed a member of the Governing Board in 1996. From 2001 he was a member and from 2006 the Chairman of the Board of Directors of the Bank for International Settlements, until his retirement from this position in 2009. Jean-Pierre Roth also served as Swiss Governor of the International Monetary Fund from 2001 to 2009 and as a Swiss representative on the Financial Stability Board from 2007 to 2009.
Jean-Pierre Roth studied economics at the University of Geneva and graduated from the Graduate Institute of International Studies (Institut Universitaire de Hautes Etudes Internationales) with a PhD in political sciences in 1975. He received an honorary doctorate from the University of Neuchâtel in 2009.
Swiss Reinsurance Company Ltd
Swiss Re is a leading and highly diversified global reinsurer. The company operates through offices in more than 20 countries. Founded in Zurich, Switzerland, in 1863, Swiss Re offers financial services products that enable risk-taking essential to enterprise and progress. The company’s traditional reinsurance products and related services for property and casualty, as well as the life and health business are complemented by insurance-based corporate finance solutions and supplementary services for comprehensive risk management. Swiss Re is rated “A+“ by Standard & Poor’s, “A1” by Moody’s and “A” by A.M. Best.
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