Key responsibilities of the Board of Directors

The Board has non-transferable and inalienable duties, as determined in Article 16 of the Articles of Association. With respect to these, it:

Further Information

Overall direction of the Company

•    defines the strategy of the Swiss Re Group (based on proposals by the Group Executive Committee);
•    approves the Swiss Re Group capital allocation plan for both Underwriting and Asset Management (SAA);
•    approves the Swiss Re Group Risk Strategy and annually approves the Group Risk Policy, which defines the Group's risk appetite and tolerance, key principles for risk taking and control, and key capital structuring principles based on endorsement by the RC;
•    approves the entry into new business activities and the exit of existing activities, provided they are of strategic relevance;
•    approves significant Corporate Transactions and Participations and approves an annual capital expenditure plan;
•    approves the financial objectives and the means necessary to achieve them;
•    approves the performance targets of the Group CEO; and
•    approves all matters where such decisions exceed the authorities delegated to the Board committees, the Group CEO and the Group Executive Committee and overrules decisions if necessary.

Organisation

•    determines the operating model of the Swiss Re Group and the organisational structure commensurate with this model and the strategy;
•    issues and regularly reviews these Bylaws, necessary policies and directives, including governance standards and the Group Code of Conduct; and
•    regulates the compensation framework of the Swiss Re Group, the Group Executive Committee and further key executives and Board compensation (based on recommendations by the CC) for ultimate approval by the AGM as prescribed by applicable law.

Accounting, financial control and financial planning

•    approves the applicable accounting standard for external reporting, budgeting and financial control and planning;
•    approves an annual budget and a mid-term financial plan (including investment strategy);
•    approves the annual financial statements for both the Company and the Swiss Re Group based on the recommendation of the AC;
•    is informed of the quarterly and semi-annual financial statements for both the Company and the Swiss Re Group, which are approved by the AC; and
•    approves and proposes the Annual Report and the Sustainability Report of the Company and the Swiss Re Group for submission to the AGM.

Appointment and removal of Group Executive Committee members and further key executives, Human Capital

•    appoints and removes Group Executive Committee members, further key executives and the Company Secretary; reviews their performance and plans their succession;
•    annually reviews with the Group Executive Committee overall Human Capital situation, strength of management and issues like diversity and inclusion, performance process and quality of succession planning.

Capital

The Board takes decisions regarding equity and equity-linked issuances and reductions of equity in line with applicable law. Based on the target capital structure the Board approves annually a debt funding plan, and, if required, approves individual debt issuances.

Shareholders' meetings

The Board has the responsibility to convene Shareholders' meetings and to decide on proposals to be brought forward to the shareholders, as well as to implement resolutions taken by the shareholders.