The FINANCIAL -- At Swiss Re's upcoming Annual General Meeting of shareholders (AGM) on 21 April 2017, the Board of Directors proposes a regular dividend of CHF 4.85 per share.
Together with the share buy-back that finished on 9 February 2017, this will bring total pay-out to shareholders for 2016 to CHF 2.5 billion. In addition, the Board of Directors requests the authorisation of a new public share buy-back programme of up to CHF 1.0 billion purchase value. The Board of Directors further proposes the election of Jay Ralph, Joerg Reinhardt and Jacques de Vaucleroy as new members to the Board of Directors. Swiss Re today publishes its 2016 Annual Report, its Economic Value Management (EVM) 2016 Annual Report and the 2016 Corporate Responsibility Report.
Based on Swiss Re's good performance in 2016, the Board of Directors proposes to increase the regular dividend to CHF 4.85 per share, up 5.4% from last year's regular dividend of CHF 4.60. In addition, the Board of Directors requests authorisation for a new public share buy-back programme of up to CHF 1.0 billion purchase value to be executed before the 2018 AGM to achieve its objective of returning capital to shareholders when excess capital is available, no major loss events occurred, other business opportunities do not meet Swiss Re's strategic and financial objectives and the necessary regulatory approvals are obtained. If a new public share buy-back programme is launched, the Board of Directors will thereafter at a subsequent AGM propose the cancellation of the repurchased shares, according to Swiss Re.
Swiss Re's Chairman, Walter B. Kielholz, says: "2016 was a year of profound changes. However, despite many difficulties, Swiss Re was able to stay on course and deliver good results. In the course of our 153 years of experience, we have shown an undisputed ability to operate successfully in ever-changing and highly challenging situations. While we decisively invest in our business and actively address the challenges mentioned, we stay committed — in the context of our capital management priorities — to return capital to our shareholders if we do not identify any better investment opportunities."
Election of Board members
The Articles of Association provide for an annual individual election of members of the Board of Directors and of the Chairman of the Board of Directors by the AGM. The Board of Directors proposes Walter B. Kielholz to be re-elected to the Board of Directors and in the same vote be re-elected as Chairman of the Board of Directors for a one-year term of office until the completion of the AGM in 2018. At the AGM on 21 April 2017, the Board of Directors proposes the re-election of the following members for a one-year period:
Raymond K.F. Ch'ien
Rajna Gibson Brandon
C. Robert Henrikson
Philip K. Ryan
Sir Paul Tucker
Susan L. Wagner
The Board of Directors proposes to elect Jay Ralph, Joerg Reinhardt and Jacques de Vaucleroy as new, non-executive and independent members at the AGM on 21 April 2017.
Jay Ralph was most recently a member of the Board of Management of Allianz SE and Chairman at Allianz Asset Management. His prior roles at Allianz include CEO of Allianz Re within Allianz SE, Munich and CEO of Allianz Risk Transfer, Zurich. He started his career at Arthur Andersen & Company, Chicago and went on to Northwestern Mutual Life Insurance Company, Milwaukee and Centre Re Bermuda Ltd, Bermuda before joining Allianz. Jay Ralph is an American and Swiss citizen and was born in 1959. He holds an MBA in Finance and Economics from the University of Chicago and a BBA in Finance and Accounting from the University of Wisconsin. He is also a Certified Public Accountant (CPA) and a CFA® charterholder.
Joerg Reinhardt has been the Chairman of the Board of Directors of Novartis since 2013. He is also Chairman of the Board of Trustees of the Novartis Foundation. Previously, he was Chairman of the Board of Management and the Executive Committee of Bayer HealthCare, Germany. He was also a member of the Supervisory Board of MorphoSys AG in Germany and a member of the Board of Directors of Lonza Group AG in Switzerland. Joerg Reinhardt joined Sandoz Pharma Ltd. in 1982 and held various senior positions at Sandoz and later Novartis, including Head of Development and Chief Operating Officer. He is a German citizen and was born in 1956. He graduated with a doctorate in pharmaceutical sciences from Saarland University in Germany.
Jacques de Vaucleroy has thirty years of experience in the financial services and retail industries. He gained his experience through global and regional CEO roles at AXA and ING, as well as non-executive Board roles at Delhaize Group and Ahold Delhaize. He served as CEO of the Northern, Central and Eastern Europe (NORCEE) region of AXA Group (France) until June 2016, after having been a member during 6 years of the Management Committee of AXA Group with global responsibility for Life and Savings in addition to his CEO role of the NORCEE region. Jacques de Vaucleroy, a Belgian citizen born in 1961 graduated with a Bachelor in Law from the Facultés Universitaires de Namur and received a Master in Law from the Université Catholique de Louvain and a Master in Business Law from the Vrije Universiteit Brussel.
Carlos E. Represas will not stand for re-election at the upcoming AGM. He was first elected to the Board of Directors in 2010.
Swiss Re's Chairman, Walter B. Kielholz, says: "We are pleased to be able to propose the election of Jay Ralph, Joerg Reinhardt and Jacques de Vaucleroy to the Board of Directors at our upcoming Annual General Meeting. We believe their international experience and diverse backgrounds will be an important asset for Swiss Re. On behalf of my colleagues, I would like to thank Carlos E. Represas, who has decided not to stand for re-election after serving on the Board since 2010."
Swiss Re's Articles of Association require that the members of the Board of Directors' Compensation Committee are elected. The Board of Directors proposes the following Directors to be elected or re-elected as members of the Compensation Committee:
Raymond K.F. Ch'ien
C. Robert Henrikson
Joerg Reinhardt (new)