Swiss Re shareholders approve all proposals put forward by the Board of Directors at Swiss Re’s Annual General Meeting
Article information and share options
- Shareholders approved a 12% increase in regular dividend to CHF 5.60 per share
- Shareholders approved new public share buy-back programme consisting of two tranches of each up to CHF 1.0 billion purchase value
- Shareholders re-elected all proposed Board members; Walter B. Kielholz re-elected as Chairman of the Board
Swiss Re’s shareholders approved all proposals put forward by the Board of Directors at its Annual General Meeting (AGM) held in Zurich today. This included a 12% increase in the regular dividend to CHF 5.60 per share and the authorisation of a new public share buy-back programme consisting of two tranches of each up to CHF 1.0 billion purchase value. The shareholders also approved in a binding vote the compensation of the members of the Board of Directors and the Group Executive Committee.
1 205 shareholders participated in this year’s Annual General Meeting. Of the total voting shares 65.2% were represented and the company’s annual and consolidated financial statements for 2018 were approved. In addition, the shareholders discharged all members of the Board of Directors serving in 2018. Swiss Re’s shareholders also authorised the new public share buy-back programme consisting of two tranches of each up to CHF 1.0 billion purchase value. Furthermore, shareholders also approved the reduction of the share capital by CHF 1 121 476.10, from CHF 33 861 946.50 to CHF 32 740 470.40 for the purpose of cancelling 11 214 761 shares repurchased on the second trading line under the public share buy-back programme authorised by the 2018 AGM.
The shareholders also approved the renewal of the authorisation to issue shares under authorised capital for another two years up to 17 April 2021 and the corresponding amendments of the Articles of Association.
Speaking at the meeting, Swiss Re’s Chairman, Walter B. Kielholz, said: “Even though the current global economic situation harbours numerous uncertainties, we are optimistic for Swiss Re. We are well positioned to act quickly when needed and to achieve our strategic goals thanks to our capital strength, a global presence, and the expertise and innovative capabilities of our employees.“
All proposed members of Board of Directors re-elected
The Annual General Meeting re-elected the following members of the Board of Directors for a one-year period.
- Walter B. Kielholz (simultaneously re-elected as Chairman)
- Raymond K.F. Ch'ien
- Renato Fassbind
- Karen Gavan
- Trevor Manuel
- Jay Ralph
- Joerg Reinhardt
- Eileen Rominger
- Philip K. Ryan
- Sir Paul Tucker
- Jacques de Vaucleroy
- Susan L. Wagner
- Larry Zimpleman
In addition, the following members of the Board of Directors were, as required by the Articles of Association, re-elected to the Compensation Committee:
- Raymond K.F. Ch'ien
- Renato Fassbind
- Joerg Reinhardt
- Jacques de Vaucleroy
At the constituent meeting of the Board, Renato Fassbind was re-elected as Vice-Chairman and as Lead Independent Director.
Compensation of the Board of Directors and Group Executive Committee approved
Shareholders approved the maximum aggregate amount of compensation for the members of the Board of Directors for the term of office from the AGM 2019 until the completion of the AGM 2020 with 89.98% of the votes cast. In addition, shareholders approved the maximum aggregate amount of fixed and variable long-term compensation for the members of the Group Executive Committee for the following financial year (2020) with 87.59%. Shareholders also approved the aggregate amount of variable short-term compensation for the members of the Group Executive Committee related to the preceding financial year (2018) with 89.57% of the votes cast.
In a consultative vote, the shareholders approved the 2018 Compensation Report with 89.92% of the votes cast.
Shareholders also re-elected PricewaterhouseCoopers Ltd, Zurich, as auditor for a one-year term of office. In addition, Proxy Voting Services GmbH, Zurich, was re-elected as Independent Proxy for a one-year term of office until completion of the next Annual General Meeting.
Note to editors
The speeches by Walter B. Kielholz, Chairman of the Board of Directors, and Christian Mumenthaler, Group CEO, are available online.
The Swiss Re Group is one of the world’s leading providers of reinsurance, insurance and other forms of insurance-based risk transfer, working to make the world more resilient. It anticipates and manages risk – from natural catastrophes to climate change, from ageing populations to cyber crime. The aim of the Swiss Re Group is to enable society to thrive and progress, creating new opportunities and solutions for its clients. Headquartered in Zurich, Switzerland, where it was founded in 1863, the Swiss Re Group operates through a network of around 80 offices globally. It is organised into three Business Units, each with a distinct strategy and set of objectives contributing to the Group’s overall mission.
Cautionary note on forward-looking statements
Certain statements and illustrations contained herein are forward-looking. These statements (including as to plans, objectives, targets and trends) and illustrations provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical fact or current fact.
Forward-looking statements typically are identified by words or phrases such as “anticipate”, “assume”, “believe”, “continue”, “estimate”, “expect”, “foresee”, “intend”, “may increase”, “may fluctuate” and similar expressions, or by future or conditional verbs such as “will”, “should”, “would” and “could”. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Group’s actual results of operations, financial condition, solvency ratios, capital or liquidity positions or prospects to be materially different from any future results of operations, financial condition, solvency ratios, capital or liquidity positions or prospects expressed or implied by such statements or cause Swiss Re to not achieve its published targets. Such factors include, among others:
- the frequency, severity and development of insured claim events, particularly natural catastrophes, man-made disasters, pandemics, acts of terrorism and acts of war;
- mortality, morbidity and longevity experience;
- the cyclicality of the insurance and reinsurance sectors;
- instability affecting the global financial system;
- deterioration in global economic conditions;
- the effect of market conditions, including the global equity and credit markets, and the level and volatility of equity prices, interest rates, credit spreads, currency values and other market indices, on the Group’s investment assets;
- changes in the Group’s investment result as a result of changes in the Group’s investment policy or the changed composition of the Group’s investment assets, and the impact of the timing of any such changes relative to changes in market conditions;
- the Group’s ability to maintain sufficient liquidity and access to capital markets, including sufficient liquidity to cover potential recapture of reinsurance agreements, early calls of debt or debt-like arrangements and collateral calls due to actual or perceived deterioration of the Group’s financial strength or otherwise;
- any inability to realise amounts on sales of securities on the Group’s balance sheet equivalent to their values recorded for accounting purposes;
- changes in legislation and regulation, and the interpretations thereof by regulators and courts, affecting us or the Group’s ceding companies, including as a result of shifts away from multilateral approaches to regulation of global operations;
- the outcome of tax audits, the ability to realise tax loss carry forwards, the ability to realise deferred tax assets (including by reason of the mix of earnings in a jurisdiction or deemed change of control), which could negatively impact future earnings, and the overall impact of changes in tax regimes on business models;
- failure of the Group’s hedging arrangements to be effective;
- the lowering or loss of one of the financial strength or other ratings of one or more Swiss Re Group companies, and developments adversely affecting the Group’s ability to achieve improved ratings;
- uncertainties in estimating reserves;
- policy renewal and lapse rates;
- uncertainties in estimating future claims for purposes of financial reporting, particularly with respect to large natural catastrophes and certain large man-made losses, as significant uncertainties may be involved in estimating losses from such events and preliminary estimates may be subject to change as new information becomes available;
- extraordinary events affecting the Group’s clients and other counterparties, such as bankruptcies, liquidations and other credit-related events;
- legal actions or regulatory investigations or actions, including those in respect of industry requirements or business conduct rules of general applicability;
- changes in accounting standards;
- significant investments, acquisitions or dispositions, and any delays, unexpected costs, lower-than-expected benefits, or other issues experienced in connection with any such transactions;
- changing levels of competition, including from new entrants into the market; and
- operational factors, including the efficacy of risk management and other internal procedures in managing the foregoing risks and the ability to manage cyber security risks.
These factors are not exhaustive. The Group operates in a continually changing environment and new risks emerge continually. Readers are cautioned not to place undue reliance on forward-looking statements. Swiss Re undertakes no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
This communication is not intended to be a recommendation to buy, sell or hold securities and does not constitute an offer for the sale of, or the solicitation of an offer to buy, securities in any jurisdiction, including the United States. Any such offer will only be made by means of a prospectus or offering memorandum, and in compliance with applicable securities laws.