Swiss Re proposes to return CHF 2.5 billion to shareholders via dividends and up to CHF 1.0 billion in a share buy-back programme
18 March 2015, Zurich
- The Board of Directors proposes a 10.4% increase in regular dividend to CHF 4.25 per share and an additional special dividend of CHF 3.00 per share
- Share buy-back programme of up to CHF 1 billion proposed
- Trevor Manuel and Philip K. Ryan put forward for election as new members of the Board of Directors; Raymond Breu to step down
- 2014 EVM income of USD 5.2 billion, economic net worth USD 38.4 billion
At Swiss Re's upcoming Annual General Meeting (AGM) on 21 April 2015, the Board of Directors proposes a regular dividend of CHF 4.25 per share and an additional special dividend of CHF 3.00 per share. In addition, the Board of Directors proposes a public share buy-back programme of up to CHF 1 billion for future excess capital management measures. As Swiss Re has implemented the Swiss federal "Ordinance Against Excessive Compensation at Public Corporations", shareholders will cast a binding vote on compensation of the members of the Board of Directors and the Group Executive Committee at the 2015 AGM for the first time. The Board of Directors further proposes the election of Trevor Manuel and Philip K. Ryan as new non-executive and independent members. Swiss Re today publishes its 2014 Annual Report and the Economic Value Management (EVM) 2014 report.
Based on Swiss Re's strong performance in 2014, the Board of Directors proposes to increase the regular dividend to CHF 4.25 per share, up from last year's CHF 3.85 per share. In addition, a special dividend of CHF 3.00 per share is proposed. If approved by shareholders at the AGM, the dividends will be paid out on 27 April 2015. In addition, Swiss Re requests permission to establish a public share buy-back programme of up to CHF 1 billion at any time ahead of the 2016 AGM to achieve its objective of returning capital to shareholders when excess capital is available and other business opportunities do not meet its internal investment hurdle rate. Swiss Re will ask the AGM in April 2016 for permission to cancel the repurchased shares.
Swiss Re's Chairman Walter B. Kielholz says: "For some time now we have seen a trend of Swiss Re's economic value significantly exceeding its market value. I am convinced that Swiss Re should use this opportunity and invest in its own shares so the company and ultimately the shareholders can benefit from this premium. Additionally, all these proposals follow the clear capital management policy we have set out over the past few years: maintaining our regular dividend and growing it in line with long-term earnings as our highest priority, followed by business growth where it meets our profitability targets."
Compliance with new regulation
Swiss Re has implemented the "Ordinance Against Excessive Compensation at Public Corporations" (the Ordinance) one year ahead of the mandated implementation date. Shareholders will now cast a binding vote on the maximum aggregate amount of fixed compensation for members of the Board of Directors for the next term of office (between the AGM in 2015 and the AGM in 2016), the maximum aggregate amount of fixed and long-term compensation elements for the members of the Group Executive Committee for the following financial year 2016, as well as their retrospective variable short-term compensation for the preceding completed financial year.
Election of Board members
The Ordinance provides for an annual individual election of members of the Board of Directors and of the Chairman of the Board of Directors by the AGM of shareholders. The Board of Directors proposes Walter B. Kielholz to be re-elected to the Board of Directors and at the same time be re-elected as Chairman of the Board of Directors for a one-year term of office until the AGM in 2016.
At the AGM on 21 April 2015, the Board of Directors further proposes to re-elect the following members:
- Mathis Cabiallavetta
- Raymond K.F. Ch'ien
- Renato Fassbind
- Mary Francis
- Rajna Gibson Brandon
- C. Robert Henrikson
- Hans Ulrich Maerki
- Carlos E. Represas
- Jean-Pierre Roth
- Susan L. Wagner
As new, non-executive and independent members, the Board of Directors nominates Trevor Manuel and Philip K. Ryan. Trevor Manuel was a minister in the South African government for more than 20 years, 13 of which he served as Finance Minister until 2009. As a Chairman of Swiss Re America Holding Corporation Board since 2012, Philip K. Ryan has a thorough understanding of the company's business in its largest region in terms of premium income, the Americas. He brings a strong track record in global insurance and financial services positions to Swiss Re's Board of Directors.
Detailed CVs can be found on www.swissre.com
Mathis Cabiallavetta will stand for re-election as non-executive, independent Board Member for another one-year term of office but he will not stand for re-election as Vice-Chairman.
Raymund Breu will not stand for re-election at the upcoming AGM, having served on Swiss Re's Board of Directors for 12 years. Swiss Re would like to thank him for his contribution, especially as a member of the Board's Finance and Risk Committee as well as the Investment Committee.
Under the Ordinance, the members of the Board's Compensation Committee are also elected separately. Swiss Re's Board of Directors proposes the following Directors to be re-elected as members of the Compensation Committee:
- Renato Fassbind
- C. Robert Henrikson
- Hans Ulrich Maerki
- Carlos E. Represas
"Say on pay" regime at Swiss Re
The Ordinance requires shareholders to vote annually, separately and with binding effect on the aggregate amounts of compensation of the members of the Board of Directors and the Group Executive Committee. The shareholders amended the Articles of Association to include a "say on pay" allowing a differential vote for the first time:
- Shareholders will be asked to approve the maximum aggregate amount of fixed compensation of the Board of Directors for the next term of office, which corresponds to the period between the AGM in 2015 and the next AGM in 2016.
- With regard to Group Executive Committee compensation, shareholder approval will be split into two separate votes:
- Shareholders will be asked to approve the maximum aggregate amount of fixed and long-term compensation elements of the Group Executive Committee for the following financial year (2016).
- The aggregate amount of short-term variable compensation elements of the Group Executive Committee will be subject to a vote that relates to the preceding completed financial year (2014).
For the voting process for the proposed agenda items, Swiss Re will use an online platform where shareholders can register and provide voting instructions electronically.
Publication of the 2014 Annual Report
Today, Swiss Re publishes its 2014 Annual Report "We're smarter together", consisting of the Business Report and the Financial Report, including audited financial statements. The report is available online and can be downloaded from www.swissre.com
For the holders of debt instruments issued by Swiss Reinsurance Company Ltd, Swiss Re also publishes today the Swiss Reinsurance Company Ltd Consolidated 2014 Annual Reports in English containing Swiss Reinsurance Company Ltd's audited annual consolidated financial statements and audited annual statutory financial statements for 2014. The full report is available online and can be downloaded from www.swissre.com
Publication of the 2014 EVM Results
Swiss Re uses its proprietary Economic Value Management (EVM) as an integrated economic valuation framework for planning, pricing, reserving and steering its business. Following the publication of its 2014 US GAAP financial results on 19 February 2015, Swiss Re today publishes its 2014 EVM results.
In 2014, Swiss Re generated an EVM profit of USD 1.3 billion supported by strong new business underwriting, partially offset by a negative investment result. This compares to an EVM profit of USD 4.0 billion in 2013. As of 31 December 2014, Swiss Re's economic net worth (ENW) increased to USD 38.4 billion, up from USD 37.2 billion as of 31 December 2013. Economic net worth per share was USD 112.1 (CHF 111.4) as of 31 December 2014 compared to USD 108.7 (CHF 96.6) at the end of 2013.
For the first time since the introduction of the EVM framework in 2003, Swiss Re's 2014 EVM financial statements have been audited by PricewaterhouseCoopers Ltd.
The 2014 EVM report is released together with the full Annual Report 2014 and can be downloaded from 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 about 70 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 Main 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 Swiss Re’s actual results of operations, financial condition, solvency ratios, liquidity position or prospects to be materially different from any future results of operations, financial condition, solvency ratios, liquidity position or prospects expressed or implied by such statements or cause Swiss Re to not achieve its published targets. Such factors include, among others:
- instability affecting the global financial system and developments related thereto;
- deterioration in global economic conditions;
- Swiss Re’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 Swiss Re’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 Swiss Re’s investment assets;
- changes in Swiss Re’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 Swiss Re’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 Swiss Re’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 Swiss Re’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 Swiss Re’s clients and other counterparties, such as bankruptcies, liquidations and other credit-related events;
- current, pending and future legislation and regulation affecting Swiss Re 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. Swiss Re 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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