Key responsibilities of the Board of Directors

Strategy and overall direction of the company

  • defines the strategy of the Group based on proposals by the Group EC
  • approves the capital allocation plan for both Underwriting and Asset Management
  • approves the Group Risk Strategy and 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 the endorsement by the Finance and Risk Committee
  • approves the entry into new business activities, provided they are of strategic relevance, and the exit of existing activities
  • approves significant corporate transactions, participations and principal investments 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
  • approves all matters where such decisions exceed the authorities delegated to the Board committees, the Group CEO, the Group EC and individual Group EC members and overrules decisions if necessary

Governance and organisation

  • determines the operating model of the Group and the organisational structure in line with this model and the strategy
  • issues and regularly reviews necessary policies and directives, including governance standards and the Group Code of Conduct
  • supervises internal control
  • regulates the compensation framework of the Group; approves the Group’s variable compensation pool; proposes the Board of Directors and Group EC compensation to the Annual General Meeting for approval

Accounting, financial control and financial planning

  • approves the applicable accounting standards for external reporting, budgeting and financial control and planning
  • approves the applicable proprietary economic reporting and performance measurement standards (EVM)
  • approves an annual budget and a mid-term financial plan based on both accounting and internal economic standards
  • approves the annual financial statements for both SRL and the Group based on the recommendations of the Audit Committee
  • is informed of the quarterly and semi-annual financial statements for both SRL and the Group, which are approved by the Audit Committee
  • approves the Annual Report of both SRL and the Group
  • approves the publication of the Annual Report, semi-annual financial statements and quarterly key financial figures news releases

Appointment and removal of Group EC members and further key executives, People Strategy

  • appoints and removes Group EC members and the Company Secretary; reviews their performance and plans their succession
  • approves the People Strategy of the Group and, on an annual basis, reviews progress towards this strategy
  • annually reviews with the Group EC the Group’s overall human capital situation, strength of management and issues like diversity and inclusion, performance process and quality of succession planning

Capital

  • takes decisions regarding equity and equity-linked issuances and corresponding share capital increases, if any, and reductions of share capital in line with applicable law
  • approves annually a debt funding plan, and, if required, approves individual debt issuances

General Meetings of shareholders

  • convenes General Meetings of shareholders and decides on proposals to be brought forward to the shareholders
  • implements resolutions taken by the shareholders