Swiss Re shareholders approve all proposals put forward by the Board of Directors at the 145th Annual General Meeting
13 March 2009, Zurich
At Swiss Re’s Annual General Meeting today in Zurich, shareholders approved all proposals put forward by the Board of Directors. In particular, shareholders approved the creation of conditional capital to secure the necessary underlying shares for the convertible perpetual capital instrument to be issued to Berkshire Hathaway Inc. Jakob Baer and John R. Coomber were re-elected to the Board for a three-year term.
Peter Forstmoser, Chairman of the Board of Directors of Swiss Re, thanked shareholders for their trust and their continued support. He said: “The approval of the capital increase means that Swiss Re’s financial strength will be further reinforced. This will allow us to continue to capture upcoming reinsurance market opportunities and to strengthen our core business even further.”
At Swiss Re’s Annual General Meeting today in Zurich, shareholders approved:
- the annual report and the annual and consolidated financial statements for the 2008 financial year
- a dividend for 2008 of CHF 0.10 per share
- the discharge of the members of the Board of Directors and Executive Committee for the 2008 financial year
- the creation of conditional capital by not more than 160 million shares to secure the necessary underlying shares for the convertible perpetual capital instrument to be issued to Berkshire Hathaway Inc.
- the creation of authorised capital by not more than 180 million shares; at this point in time, Swiss Re does
not intend to conduct a rights issue
Board members re-elected at the Meeting for a three-year term were Jakob Baer and John R. Coomber. Further, shareholders re-elected PricewaterhouseCoopers AG, Zurich (PwC) as auditor for a term of office of one year.
A total of 1 869 shareholders, representing 54.85% of Swiss Re’s voting shares, took part in this year’s Ordinary General Meeting.
Peter Forstmoser concluded: “After nine fascinating years as Chairman of Swiss Re, I hand over to Walter B. Kielholz on 1 May. With his immense knowledge and experience in reinsurance, Walter is the best choice for Swiss Re in these difficult times. Together with Mathis Cabiallavetta, who will succeed Walter as Vice Chairman, they form a strong team in heading the Board of Directors."
Having served sixteen years on the Board of Directors of Swiss Re, Thomas W. Bechtler and Bénédict G.F. Hentsch did not stand for re-election at this year’s Annual General Meeting. Equally, Kaspar Villiger, following his nomination for the role of Chairman by the UBS Board of Directors, resigned as a member of the Board with effect from today, 13 March 2009. Mr Villiger joined Swiss Re’s Board of Directors in 2004 for a four-year term and was re-elected in 2008 for a three-year term.
Notes to editors
Swiss Reinsurance Company Ltd
Swiss Re is a leading and highly diversified global reinsurer. The company operates through offices in more than 25 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.
Cautionary note on forward-looking statements
Certain statements and illustrations contained herein are forward-looking. These statements 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“ and “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, performance, achievements or prospects to be materially different from any future results, performance, achievements or prospects expressed or implied by such statements. Such factors include, among others:
- the direct and indirect impact of the continuing deterioration in the financial markets and the efficacy of efforts to strengthen financial institutions and stabilise the credit markets and the broader financial system;
- changes in global economic conditions and the effects of the global economic downturn;
- the occurrence of other unanticipated market developments or trends;
- 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 debtlike arrangements and collateral calls under derivative contracts due to actual or perceived deterioration of Swiss Re’s financial strength;
- 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 Swiss Re’s 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 its 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 companies in the Group;
- risks associated with implementing Swiss Re’s business strategies;
- the cyclicality of the reinsurance industry;
- uncertainties in estimating reserves;
- the frequency, severity and development of insured claim events;
- acts of terrorism and acts of war;
- mortality and morbidity experience;
- policy renewal and lapse rates;
- extraordinary events affecting Swiss Re’s clients and other counter-parties, such as bankruptcies, liquidations and other credit-related events;
- political risks in the countries in which Swiss Re operates or in which it insures risks;
- the impact of current, pending and future legislation, regulation and regulatory and legal actions;
- the impact of significant investments, acquisitions or dispositions, and any delays, unexpected costs or other issues experienced in connection with any such transactions, including, in the case of acquisitions, issues arising in connection with integrating acquired operations;
- 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. We operate in a continually changing environment and new risks emerge continually. Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
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