Board Committees
The Board of Directors may delegate certain responsibilities, including the preparation and execution of its resolutions, to committees. The Board has established four Board committees.
Composition
Board committees are constituted by the Board usually after the Annual General Meeting of shareholders in April. Each of the Board committees consists of a chairperson and at least two other members elected from among the Board. The committee members are elected for a one year term of office, at the proposal of the Chairman. Nominations are based on the members' professional backgrounds, abilities and preferences, so as to ensure the most effective contribution.
Working methods
The committees meet, on average, four times per year, usually on a day preceding a full Board meeting. Committees are supported by members of executive management who have the information and expertise required for the respective committee to perform its duties.
General provisions for all committees
The Board of Directors may delegate certain responsibilities, including the preparation and execution of its resolutions, to Committees of the Board. Any such Committee must keep the Board apprised on a timely basis of the Committee’s or member’s actions and determinations. The Committees may conduct or authorise investigations into any matters within their respective scope of responsibilities, as laid down in their respective charters of duties, thereby taking into consideration relevant peer group practices and general best practice. They are empowered to retain independent counsel, accountants or other experts if deemed necessary, including for purposes of benchmarking best practice. All committees review their own performance annually.
Audit Committee
Members:
Jakob Baer, Chair
Thomas W. Bechtler
Raymund Breu
Bénédict G.F. Hentsch
Robert A. Scott
All members of the Audit Committee must be non-executive, independent and financially literate. At least one member shall have the attributes qualifying such member as an Audit Committee Financial Expert as determined by the Board. Members may not accept any consulting, advisory, or other compensatory fee from the company. They should not serve on the audit committee of more than two other listed companies.
Main responsibilities:
The central task of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities as they relate to the integrity of the Group’s financial statements, the Group’s compliance with legal and regulatory requirements, the external auditor’s qualifications, and the performance of the Group’s internal audit function and its external auditor. The Committee serves as an independent and objective monitor of the Group’s financial reporting process and system of internal control, and facilitates ongoing communication between the external auditor, management, Group Internal Audit and the Board with regard to the Group’s financial position and affairs.
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Compensation Committee
Members:
Robert A. Scott, Chair
Thomas W. Bechtler
Mathis Cabiallavetta
Raymond K.F. Ch'ien
Hans Ulrich Maerki
All members of the Compensation Committee must be non-executive and independent.
Main responsibilities:
The Committee ensures the development of a set of Group compensation principles, which is submitted to the Board for approval; it recommends to the Board the remuneration of the members of the Board and the compensation of the Chief Executive Officer; it determines the individual compensation amounts of the members of the Executive Board (other than the Chief Executive Officer), based on the Board's determination of the total amount available; it determines the total amount for bonus payments and related deferral plans; it regularly reviews and approves the Group’s compensation and pension plans; and it ensures compliance with any remuneration disclosure requirements.
Finance and Risk Committee
Members:
John R. Coomber, Chair
Jakob Baer
Rajna Gibson Brandon
Walter B. Kielholz
Hans Ulrich Maerki
Robert A. Scott
Kaspar Villiger
Main responsibilities:
The Committee oversees risk management, approves the basic risk management principles, reviews their implementation and the appropriateness of the Group’s risk management framework; it reviews the Group's risk strategy proposed by management; it evaluates the bases on which the Board determines the overall risk tolerance and the risk appetite for the most significant risk taking activities and reviews the strategic asset allocation; in respect of risk controlling, it reviews the methodology for risk measurement, the results of risk adjusted capital calculations and the most significant risk exposures and their limits; in respect of the balance sheet, it reviews the valuation of assets and liabilities for economic, accounting and regulatory purposes as well as the treasury strategy; it reviews capital adequacy, the ratings received from the rating agencies and management’s reaction and recommendations thereto; and it reviews the Group's integrated portfolio risk management activities.
Governance Committee
Members:
Peter Forstmoser, Chair
John R. Coomber
Walter B. Kielholz
Kaspar Villiger
Main responsibilities:
The Committee measures the Group’s governance against relevant best practice standards and informs the Board of its findings and emerging trends; it ensures compliance with corporate governance disclosure requirements and reviews the Group's communications policy; it monitors investor relations activities, the relationship with rating agencies and the shareholders structure; it monitors the Group's guiding principles, corporate citizenship and corporate sustainability; it evaluates Board member candidates and makes recommendations to the Board with regard to their nomination for election or re-election at a General Meeting; it evaluates proposals of the Chief Executive Officer for the appointment and removal of members of the Executive Committee and the Executive Board and make recommendations to the Board; it ensures the effectiveness of executive management succession and emergency planning processes.
Swiss Re's Board has established the following committees:
