Swiss Re shareholders approve all proposals put forward by the Board of Directors at Swiss Re's Annual General Meeting
21 April 2017, Zurich
- Shareholders approve a 5.4% increase in regular dividend to CHF 4.85 per share
- Shareholders approve new public share buy-back programme of up to CHF 1.0 billion purchase value
- Jay Ralph, Joerg Reinhardt and Jacques de Vaucleroy are elected as new members to the Board of Directors
- Shareholders re-elect all proposed Board Members; Walter B. Kielholz re-elected as Chairman of the Board
Swiss Re's shareholders approved all proposals put forward by the Board of Directors at its Annual General Meeting (AGM) held in Zurich today. This included the increase in regular dividend to CHF 4.85 per share and the authorisation of a new public share buy-back programme of up to CHF 1.0 billion purchase value to be executed before the 2018 AGM. The shareholders also approved in a binding vote the compensation of the members of the Board of Directors and the Group Executive Committee.
1 263 shareholders participated in this year's Annual General Meeting. Of the total voting shares, 67.1% were represented and the company's annual and consolidated financial statements for 2016 were approved. In addition, the shareholders discharged all members of the Board of Directors. Swiss Re's shareholders also authorised the new public share buy-back programme of up to CHF 1.0 billion purchase value which can be exercised at any time ahead of the 2018 AGM. Furthermore, in line with the Board of Director's proposal, shareholders also approved the cancellation of 10 620 280 shares repurchased on the second trading line under the share buy-back programme authorised by the 2016 AGM and to reduce the share capital accordingly by CHF 1 062 028.00, from CHF 36 007 256.10 to
CHF 34 945 228.10.
Speaking at the meeting, Swiss Re's Chairman, Walter B. Kielholz, said: 2016 was a year of profound changes. However, despite many difficulties, Swiss Re was able to stay on course and deliver good results. Swiss Re is very strong in terms of capital, which allows us to thrive also under increasingly volatile market conditions. In the course of our 153 years of experience, we have shown an undisputed ability to operate successfully in ever-changing and highly challenging situations."
All proposed members of Board of Directors re/elected; Jay Ralph, Joerg Reinhardt and Jacques de Vaucleroy elected as new members
The Annual General Meeting re-elected the following members of the Board of Directors for a one-year period.
- Walter B. Kielholz (simultaneously re-elected as Chairman)
- Raymond K.F. Ch'ien
- Renato Fassbind
- Mary Francis
- Rajna Gibson Brandon
- C. Robert Henrikson
- Trevor Manuel
- Philip K. Ryan
- Sir Paul Tucker
- Susan L. Wagner
As per the Articles of Association, the Annual General Meeting elects the members of the Board's Compensation Committee. The following members of the Board of Directors were elected or re-elected to the Compensation Committee:
- Raymond K.F. Ch'ien
- Renato Fassbind
- C. Robert Henrikson
- Joerg Reinhardt (new)
At the constituent meeting of the Board, Renato Fassbind was re-elected as Vice-Chairman and as Chairman of the Audit Committee and re-appointed as lead independent, non-executive director. C. Robert Henrikson was re-elected as Chairman of the Compensation Committee, Philip K. Ryan as Chairman of the Finance and Risk Committee, and Susan L. Wagner as Chairman of the Investment Committee.
Compensation of the Board of Directors and Group Executive Committee approved
Shareholders approved in a binding vote on compensation the maximum aggregate amount of compensation for members of the Board of Directors for the time from today's AGM until the completion of the next AGM in 2018 with 88.48% of the votes cast. In addition, shareholders approved the maximum aggregate amount of fixed and variable long-term compensation for the members of the Group Executive Committee for the following financial year (2018) with 87.15%. Shareholders also approved the aggregate amount of short-term variable compensation for the members of the Group Executive Committee related to the preceding financial year (2016) with 88.98% of the votes cast.
In a consultative vote, the shareholders approved the 2016 Compensation Report with 80.59% of the votes cast.
Shareholders also re-elected PricewaterhouseCoopers Ltd, Zurich, as auditor for a one-year term of office. In addition, Proxy Voting Services GmbH, Zurich, was re-elected as Independent Proxy for a one-year term of office until completion of the next Annual General Meeting.
Note to editors
The speeches by Walter B. Kielholz, Chairman of the Board of Directors and Christian Mumenthaler, Group CEO, as well as the biographies of all Board of Directors are available on www.swissre.com.
About Swiss Re
The Swiss Re Group is a leading wholesale provider of reinsurance, insurance and other insurance-based forms of risk transfer. Dealing direct and working through brokers, its global client base consists of insurance companies, mid-to-large-sized corporations and public sector clients. From standard products to tailor-made coverage across all lines of business, Swiss Re deploys its capital strength, expertise and innovation power to enable the risk-taking upon which enterprise and progress in society depend. Founded in Zurich, Switzerland, in 1863, Swiss Re serves clients through a network of around 80 offices globally and is rated "AA-" by Standard & Poor's, "Aa3" by Moody's and "A+" by A.M. Best. Registered shares in the Swiss Re Group holding company, Swiss Re Ltd, are listed in accordance with the International Reporting Standard on the SIX Swiss Exchange and trade under the symbol SREN. For more information about Swiss Re Group, please visit: www.swissre.com or follow us on Twitter @SwissRe.
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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 any statement that does not directly relate to a historical fact or current fact.
Forward-looking statements typically are identified by words or phrases such as “anticipate”, “assume”, “believe”, “continue”, “estimate”, “expect”, “foresee”, “intend”, “may increase”, “may fluctuate” and similar expressions, or by future or conditional verbs such as “will”, “should”, “would” and “could”. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Group’s actual results of operations, financial condition, solvency ratios, capital or liquidity positions or prospects to be materially different from any future results of operations, financial condition, solvency ratios, capital or liquidity positions or prospects expressed or implied by such statements or cause Swiss Re to not achieve its published targets. Such factors include, among others:
- further instability affecting the global financial system and developments related thereto;
- further deterioration in global economic conditions;
- the Group’s ability to maintain sufficient liquidity and access to capital markets, including sufficient liquidity to cover potential recapture of reinsurance agreements, early calls of debt or debt-like arrangements and collateral calls due to actual or perceived deterioration of the Group’s financial strength or otherwise;
- the effect of market conditions, including the global equity and credit markets, and the level and volatility of equity prices, interest rates, credit spreads, currency values and other market indices, on the Group’s investment assets;
- changes in the Group’s investment result as a result of changes in its investment policy or the changed composition of its investment assets, and the impact of the timing of any such changes relative to changes in market conditions;
- uncertainties in valuing credit default swaps and other credit-related instruments;
- possible inability to realise amounts on sales of securities on the Group’s balance sheet equivalent to their mark-to-market values recorded for accounting purposes;
- the outcome of tax audits, the ability to realise tax loss carryforwards and the ability to realise deferred tax assets (including by reason of the mix of earnings in a jurisdiction or deemed change of control), which could negatively impact future earnings;
- the possibility that the Group’s hedging arrangements may not be effective;
- the lowering or loss of one of the financial strength or other ratings of one or more Swiss Re companies, and developments adversely affecting the Group’s ability to achieve improved ratings;
- the cyclicality of the reinsurance industry;
- uncertainties in estimating reserves;
- uncertainties in estimating future claims for purposes of financial reporting, particularly with respect to large natural catastrophes, as significant uncertainties may be involved in estimating losses from such events and preliminary estimates may be subject to change as new information becomes available;
- the frequency, severity and development of insured claim events;
- acts of terrorism and acts of war;
- mortality, morbidity and longevity experience;
- policy renewal and lapse rates;
- extraordinary events affecting the Group’s clients and other counterparties, such as bankruptcies, liquidations and other credit-related events;
- current, pending and future legislation and regulation affecting the Group or its ceding companies and the interpretation of legislation or regulations;
- legal actions or regulatory investigations or actions, including those in respect of industry requirements or business conduct rules of general applicability;
- changes in accounting standards;
- significant investments, acquisitions or dispositions, and any delays, unexpected costs or other issues experienced in connection with any such transactions;
- changing levels of competition; and
- operational factors, including the efficacy of risk management and other internal procedures in managing the foregoing risks.
These factors are not exhaustive. The Group operates in a continually changing environment and new risks emerge continually. Readers are cautioned not to place undue reliance on forward-looking statements. Swiss Re undertakes no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
This communication is not intended to be a recommendation to buy, sell or hold securities and does not constitute an offer for the sale of, or the solicitation of an offer to buy, securities in any jurisdiction, including the United States. Any such offer will only be made by means of a prospectus or offering memorandum, and in compliance with applicable securities laws.
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