The FINANCIAL — At Swiss Re’s upcoming Annual General Meeting of shareholders (AGM) on 20 April 2018, the Board of Directors proposes a higher regular dividend of CHF 5.00 per share.
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 Karen Gavan, Eileen Rominger and Larry Zimpleman as new members to the Board of Directors. Swiss Re today also publishes its 2017 Annual Report, which includes information on its Economic Value Management (EVM) 2017 figures, and the 2017 Corporate Responsibility Report.
Consistent with its objective of returning capital to shareholders when excess capital is available and other business opportunities do not meet profitability requirements, the Board of Directors requests authorisation for a new public share buy-back programme of up to CHF 1.0 billion purchase value. It will commence at the discretion of the Board of Directors after the AGM’s approval and subject to the necessary regulatory approvals having been obtained. Unlike prior years, beyond the Board and regulatory approval and considering the capital management priorities, there will be no other pre-conditions to the commencement of the proposed public share buy-back programme. 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: “2017 was a turbulent year in which insurers and reinsurers faced large claims from major natural catastrophes. After all, this is our business and the reason why we are here. I am pleased that Swiss Re could prove its value in 2017 by supporting those affected with estimated insurance claims of USD 4.7 billion while keeping its strong capital position. As the outlook for 2018 is expected to improve, I remain optimistic and confident that Swiss Re will continue its success story – building on our resources, financial latitude, global network and our employees’ wealth of knowledge and expertise.“
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 2019. At the AGM on 20 April 2018, the Board of Directors proposes furthermore the re-election of the following members for a one-year period:
Raymond K.F. Ch’ien
Philip K. Ryan
Sir Paul Tucker
Jacques de Vaucleroy
Susan L. Wagner
The Board of Directors proposes to elect Karen Gavan, Eileen Rominger and Larry Zimpleman as new, non-executive and independent members of the Board of Directors at the AGM on 20 April 2018, also for a one-year term of office.
Karen Gavan has more than 35 years of experience in senior finance and leadership functions across life, as well as property and casualty insurance companies. She started her career in finance roles at Prudential Insurance, Imperial Life and Canada Life. Afterwards, at Transamerica Life Canada/AEGON Canada, Karen Gavan worked as Chief Financial Officer and then Chief Operating Officer. Until her retirement in November 2016, she served for five years as Chief Executive Officer at Economical Insurance, one of Canada’s leading property and casualty insurance companies, preparing the company for its initial public offering. During her leadership, the company also launched SONNET, Canada’s first fully digital insurer. Since 2015, she has been a member of the Board of Swiss Re America Holding Corporation and a Board Member at Mackenzie Financial Corporation since 2007.
Eileen Rominger is an accomplished investment professional with a deep understanding of the investment management landscape. She began her career at Oppenheimer Capital, where she worked for 18 years as an equity portfolio manager, serving as a Managing Director as well as a Member of the Executive Committee. Eileen Rominger then joined Goldman Sachs Asset Management in 1999, where she held a number of senior leadership positions, becoming the company’s Global Chief Investment Officer. She subsequently served from 2011 to 2012 as the Director of the Division of Investment Management at the United States Securities and Exchange Commission, where she was instrumental in formulating and implementing regulatory policy for mutual funds and federally registered investment advisors. Since 2013, Eileen Rominger has held roles including being a senior advisor at CamberView Partners, a leading provider of advice to public companies on shareholder engagement, corporate governance, and activism.
Larry Zimpleman started his career in 1971 as actuarial intern at The Principal Financial Group, an investment management company that offers insurance solutions, asset management and retirement services to individual and institutional clients. From 1976 to 2006, he held various senior management and leadership positions at The Principal. He became President and Chief Executive Officer in 2008 and Chairman in 2009. In August 2015, Larry Zimpleman stepped down as President and CEO and retired as full-time employee in 2016 after a successful 44-year-long career, while continuing to serve as non-executive Chairman.
Rajna Gibson Brandon, Mary Francis and C. Robert Henrikson will not stand for re-election at the upcoming AGM. After 17 years as a member of Swiss Re’s Board of Directors, Rajna Gibson Brandon has decided to step down. She serves on the Finance and Risk Committee as well as the Investment Committee. In addition, current board members Mary Francis and C. Robert Henrikson are due to retire at the upcoming AGM. Mary Francis was elected to Swiss Re’s Board in 2013 and is a member of the Audit Committee as well as the Finance and Risk Committee. C. Robert Henrikson was elected to Swiss Re’s Board of Directors in 2012 and has been the Chairman of the Compensation Committee since then. In addition, he is a member of the Chairman’s and Governance Committee and the Finance and Risk Committee.
Swiss Re’s Chairman, Walter B. Kielholz, says: “We are pleased to propose the election of Karen Gavan, Eileen Rominger and Larry Zimpleman to the Board of Directors. Their varied careers all demonstrate strong international experience as well as insurance expertise, while also adding great insights into new digital insurance solutions and offerings. On behalf of my colleagues, I would also like to thank Rajna Gibson Brandon, Mary Francis and C. Robert Henrikson for their great dedication and valuable contribution to Swiss Re.“
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
Jacques de Vaucleroy (new)