Board Committees

As determined by applicable law and the Articles of Association, the Board of Directors has inalienable and non-transferable responsibilities and authorities. The Board of Directors has established the following Board committees, which support the Board in fulfilling its duties.

Chairman's and Governance Committee

The Chairman's and Governance Committee's primary function is to act as advisor to the Chairman and to address corporate governance issues affecting the Group and impacting its legal and organisational structure. It is also in charge of succession planning at the Board of Directors level (with the exception of the succession planning responsibilities that lie with the Nomination Committee, please also see below), oversees the annual performance assessment and self-assessment at both the Board of Directors and the Group Executive Committee level.

Members:

  • Walter B. Kielholz, Chair
  • Renato Fassbind
  • Philip K. Ryan
  • Jacques de Vaucleroy
  • Susan L. Wagner

Nomination Committee

The Nomination Committee's function is to generally assist the Board of Directors in its overall responsibility related to succession planning. The Nomination Committee's responsibility is, in particular, to select and nominate candidates at the Board of Directors level for all the individuals who are elected by the Annual General Meeting. Those are the members of the Board of Directors, the Chairman of the Board of Directors and the members of the Compensation Committee.

Members:

  • Renato Fassbind, Chair
  • Joerg Reinhardt
  • Jacques de Vaucleroy
  • Susan L. Wagner

Audit Committee

The central task of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities as they relate to the integrity of Swiss Re Ltd's and the Group's financial statements, the Swiss Re Group's compliance with legal and regulatory requirements, the external auditor's qualifications and independence, and the performance of Group Internal Audit ("GIA") and the Group's external auditor. The Audit Committee monitors independently and objectively Swiss Re Ltd's and the Group's financial reporting process and system of internal control, and it facilitates ongoing communication between the external auditor, the Group Executive Committee, the Business Units, GIA and the Board with regard to the Swiss Re Group's financial reporting and, more broadly, its financial situation.  

Members:

  • Renato Fassbind, Chair
  • Karen Gavan
  • Deanna Ong
  • Philip K. Ryan
  • Larry Zimpleman

All members of the Audit Committee are non-executive and independent. Additional qualification requirements apply to members of the Audit Committee: Each member of the Audit Committee has to be financially literate. At least one member must qualify as an Audit Committee financial expert, as determined appropriate by the Board of Directors. Members of the Audit Committee should not serve on audit committees of more than four listed companies outside the Group. Audit Committee members have to advise the Chairman of the Board of Directors before accepting any further invitation to serve on an audit committee of another listed company outside the Group and observe the limitations set in the Articles of Association in relation to external mandates.

Compensation Committee

The Compensation Committee supports the Board of Directors in establishing and reviewing Swiss Re Ltd's compensation framework and guidelines and performance criteria as well as in preparing the proposals to the Annual General Meeting regarding the compensation of the Board of Directors and of the Group Executive Committee. It proposes compensation principles in line with legal and regulatory requirements and the Articles of Association for the Swiss Re Group to the Board of Directors for approval and, within those approved principles, determines the establishment of new (and amendments to existing) compensation plans, and determines, or proposes as appropriate, individual compensation. The Compensation Committee also ensures that compensation plans do not encourage inappropriate risk-taking within the Swiss Re Group and that all aspects of compensation are fully compliant with applicable laws, rules and regulations.

Members:

  • Jacques de Vaucleroy, Chair
  • Raymond K.F. Ch'ien
  • Renato Fassbind
  • Karen Gavan
  • Joerg Reinhardt

Finance and Risk Committee

The Finance and Risk Committee annually reviews the Group Risk Policy and proposes it for approval to the Board of Directors. It reviews risk and capacity limits approved by the Group Executive Committee as well as their usage across the Swiss Re Group. It reviews the Group's Risk Control Framework and the most important risk exposures in all major risk categories, as well as new products or strategic expansions of the Swiss Re Group's areas of business. It reviews the risk aspects of control transactions that cover the acquisition of equity ownership in legal entities for strategic purposes. In terms of risk and economic performance measurement, it reviews critical principles used in internal risk measurement, valuation of assets and liabilities, capital adequacy assessment and economic performance management. It also reviews capital adequacy and the Group's treasury strategy.

Members:

  • Philip K. Ryan, Chair
  • Joachim Oechslin
  • Jay Ralph
  • Sir Paul Tucker
  • Susan L. Wagner
  • Larry Zimpleman

Investment Committee

The Investment Committee endorses the strategic asset allocation and reviews tactical asset allocation decisions. It reviews the performance of the financial assets of the Swiss Re Group and endorses or receives information on participations and principal investments. It reviews the risk analysis methodology as well as the valuation methodology related to each asset class and ensures that the relevant management processes and controlling mechanisms in asset management are in place.  

Members:

  • Susan L. Wagner, Chair
  • Raymond K.F. Ch'ien
  • Joachim Oechslin
  • Jay Ralph
  • Sir Paul Tucker
  • Jacques de Vaucleroy

Members to the Board committees are appointed annually at the constituting Board meeting amongst the Board members with the exception of the members of the Compensation Committee. These members are annually elected by the General Meeting of shareholders.