Board of Directors

Composition

The Board consists of nine directors, including the Chairman.

The balance and diversity represented by the members of Swiss Re’s Board of Directors is a major emphasis. Swiss Re's Board members have different professional backgrounds and bring in experience and knowledge from different fields, mirroring the spectrum of services provided by the company. Board members understand Swiss Re's operational activities and thus are valuable discussion partners and respected advisors of the executive management. Swiss Re has invited a number of highly qualified non-Swiss personalities to join its Board, to reflect Swiss Re’s predominantly international operations.

The Board has formed five Board Committees each focusing on a key area of the Board's range of responsibilities.

Independence

Pursuant to the Corporate Bylaws, a majority of the Board of Directors shall be comprised of independent directors. All Board members qualify as independent.
To be considered independent, a director may not be, and may not have been in the past three years, employed as an executive officer of the Group, and may not have a material relationship with any part of the Group (either directly or as a partner, director or shareholder of an organisation that has a material relationship with the Group).
The Corporate Bylaws further stipulate that all members of the Audit Committee and the Compensation Committee must be non-executive and independent. Audit Committee members may not accept any consulting, advisory or other compensatory fee from Swiss Re.

Responsibilities

The board of directors of a Swiss corporation is ultimately responsible for directing and controlling the company. Swiss Re’s Board of Directors, among other things, defines the Group’s guiding principles, adopts the strategy and the structure of the Group, determines the Group’s risk tolerance level and approves its mid- and short-term business plans. The Board is also entrusted with preparing shareholder meetings and carrying out shareholder resolutions.

The Board has delegated the responsibility for managing the Group’s operations to the Executive Committee. It appoints the Chief Executive Officer and the other members of the Executive Committee.

Meeting plan 2010

Allocation of tasks within the Board of Directors

Chairman of the Board of Directors

The Chairman of the Board exercises ultimate supervision of the executive management on behalf of the Board. He has the right to attend the meetings of the Executive Committee and receives the documentation and minutes of all the meetings. He ensures adequate reporting to the Board by the executive management.

In addition, he convenes meetings of the Board and its committees, makes preparations for, and presides at Board meetings. He coordinates the activities of Board committees and ensures the Board is kept informed about their findings and resolutions. The Chairman also presides at the General Meetings of shareholders and represents the Group to shareholders and other stakeholders such as regulatory and political authorities, industry associations or the media.

Vice Chairman of the Board of Directors

The Vice Chairman deputises for the Chairman and liaises between the Board and executive management in matters not reserved for the Chairman. He may attend the meetings of the Executive Committee and receives the relevant documentation and minutes.

Committees of the Board of Directors

The Board has delegated certain responsibilities, including the preparation and execution of its resolutions, to five Board Committees: the Chairman’s and Governance Committee, the Audit Committee, the Compensations Committee, the Finance and Risk Committee and the Investment Committee.