George Quinn – Group Chief Financial Officer
Christoph Bitzer – Head Group Human Resources
Felix Horber – Company Secretary
Swiss Reinsuranc Adr (OTC:SWCEY) AGM Briefing Call March 22, 2012 9:00 AM ET
Good afternoon or good morning to you. And thank you for joining this call on some of the key agenda in terms for Swiss Re’s upcoming Annual General Meeting. My name is George Quinn and I’m Swiss Re’s Chief Financial Officer.
I’m joined on the call by Chris Bitzer, who is our Head of Human Resources and by Felix Horber, who is Swiss Re’s Company Secretary. I think as you are aware this is a new event for us and we certainly hope that you’ll find it useful. Equally if you got feedback for us after the call that would help us improve it for the future, we’d be happy to hear from you.
I’m going to start on Slide 4 in the slide presentation. Slide 4 provides an overview of the agenda that we’ve issued to shareholders last week for the Annual General Meeting. We’ve highlighted three topics that will be the focus of our prepared remarks.
Chris will walk you through a short presentation on the Compensation Report and then come briefly back to me to cover the dividend proposal before we finish up with Felix and the proposals for elections or reelections of two of the Board of Directors.
And as the operator mentioned, when the presentation is complete we’ll have time for Q&A. With that I’ll now hand it over to Chris to walk you through the compensation framework. Chris?
Hello everybody. My name is Chris Bitzer, and as George said, I head the Group HR function in Swiss Re. I would like to give you an overview of our [remuneration] philosophy as well as some highlights of changes we’ve made in the last year. I would concentrate on the most important points and allow more details in the Q&A later.
If you turn to Slide 6, I would like to start with the compensation principles that drive us when we design all compensation frameworks at Swiss Re. First of all, we believe in a strong performance culture with a clear focus on risk-adjusted financial results. Secondly, a clear link between business results, individual contribution, compliance and the reward that the individual gets. Third, we want to have measurement and reward for long-term results.
Fourth element being incentives that are sensible and targeting controlled risk-taking. Last but not least, this should put us in a position to remain our position as a strong employer in the market.
If you turn to Slide 7, we have been getting quite some feedback from investors and regulators on our 2011 compensation framework and this initiated a full review of the compensation framework.
Overall, we found that the compensation framework is robust and competitive. There were several smaller changes identified and one large one. The large change was a change in the long-term incentive plan. We have first granted the new scheme in March 2012. And it replaces the LTI that we had during the years 2006 to 2011.
If you turn to Slide 8, we believe that new Compensation Report features many positive improvements that should hopefully speak to those elements that you gave us feedback on during the last year.
We have disclosed performance targets for both annual API and Value Alignment Incentive and also have made the performance drivers of the leader of performance plan transparent in the new disclosure. We also have now in the new report a disclosure of minimum or maximum pay-out levels for our top management. We mentioned that this, the executive notice periods that have always been there, but were not disclosed before.
Performance shares are no longer paid to members of the Board, which was a request to separate more the compensation schemes of the Board from those of management. We state the clawback for future conditions, both on the VAI and the LPP. We have now made public our target stock ownership that’d be half our senior management. Including the timeframes that are necessary to reach these holdings and we have also removed the discretionary markup for VAI that was recommended by many shareholders.
If I may ask you now to turn to page nine. I quickly want to give you an overview of the compensation elements that we use at Swiss Re and one thing that's very important to me to point out that this compensation framework applies to all employees at Swiss Re, whether they are entry level or the CEO. We have as every other company of course a base salary. Then a cash component of our available annual compensation and a second component that's a deferred cash component that we call Value Alignment Incentive, VAI.
This component vests over three years. It is paid out in cash and has a leverage between 50% and 150%. I will come to the drivers of the performance a bit later. Then we have the long-term performance incentive, which we now call Leadership Performance Plan, LPP. It continues to have a three-year vesting period. It is settled in shares and it has a leverage of 0% to 150%, which is reduced from the 0% to 200% that we used to have in the LTI, and I will also come a bit more to the details later on this plan.
If you go to Slide 10, this explains how the VAI works. When we set our annual compensation, a large part of our result in that year is determined by the reserves set in that year. We want to give an incentive to set these reserves right. This is why we have created the VAI which is a deferral mechanism that incentivizes prudent reserve setting.
The way it functions is, if the underlying business result for the underwriting year deteriorates or improves based on EVM measures over that three year period, this leads to an increased or decreased pay-out of that element. The leverage you have in there is from 50% to 150% and the 150% are reached or the 50% are reached if the reserve development is plus, minus 15% of the underlying underwriting year.
If you now go to Slide 11, this gives you an overview of what the new long-term plan looks like. We have two components. The upper component is a restricted stock unit component that has an underlying performance condition, which is ROE. This ROE target is set every year by the Comp Committee to make sure that it is challenging enough, but after it is set it’s just clear, it runs off according those conditions set.
This element up there has no leverage in it. So the maximum pay-out can be 100% but it will be reduced if the ROE targets of the underlying years have not been reached.
The second component is the performance share units. These have performance conditions that based on total shareholder return relative to our peers. The peer group is disclosed in the annual report. Measurement is also over three years and we also see the performance conditions in the annual report.
With that element, I would like to give back to George and await your questions later on in the Q&A.
Thanks, Chris. If you now turn to Slide 13, I'll cover the dividend proposal. I think you have heard from us before, our intention is to grow the dividend in line with our expectations of long-term earnings. Despite the volatile financial markets and the series of events last year that resulted in the highest ever economic losses from natural catastrophes Swiss Re has been to absorb much of these impacts and maintain a very robust capital position.
As a result Swiss Re is not only able to advantage of the market opportunities you think exist those it was an increase in the dividend from CHF 2.75 last year to CHF 3.00 this year. This dividend would again be paid as a time exempt distribution from reserves.
With that, I'm now going to hand you over to Felix to cover the election of Directors. Felix?
Thanks. Let’s go to Slide 15. In 2012, two members of the Board of Directors stand for reelection and one for election. Let's go first to Mr. Baer. Jakob Baer is a Swiss citizen born in 1944. He was elected to Swiss Re's Board of Directors in 2005 and re-elected in 2009.
The Board proposes that Mr. Baer be re-elected to the Board of Directors for a three-year term of office. Jakob Baer is the Chairperson of the Audit Committee and a member of the Chairman's and Governance Committee, as well as of the Finance and Risk Committee. As you can see on the slide, he was the CEO of KPMG Switzerland and a member of the KPMG's European and International Management Board.
Second, John Coomber, Mr. Coomber is a British citizen born in 1949; he was elected to Swiss Re's Board of Directors in 2009 and re-elected in 2009. The Board proposes that Mr. Baer be re-elected to the Board of Directors for a three-year term of office. He's a Chairperson of the Finance and Risk Committee and a member of the Chairman's and Governance Committee, as well as of the Audit Committee. Mr. Coomber was Swiss Re’s CEO from 2003 until 2005.
And finally, Mr. Henrikson, Mr. Henrikson is a U.S. citizen born in 1947. The Board proposes that Mr. Henrikson be elected as a new non-executive independent member to the Board of Directors for a three-year term of office. He served as Chairman of the Board of MetLife from April 2006 to December 2011 and was MetLife's CEO from March 2006 through April 2011. Mr. Henrikson is a member of the Board of Directors of Invesco Ltd.
In July 2010, he was appointed by President Barack Obama to the President's Expert Council, the principal National Advisory Committee on international trade. He is a former Chairman of the American Council of Life Insurance and the former Chairman of the Financial Services Forum.
With his extensive experience in the insurance industry as a CEO as well as a Chairman of the Board of Directors he brings a deep industry expertise in the insurance business and in one of our key markets, the U.S. That's it from my side George.
Felix, thank you. That brings us to the end of the prepared remarks. So, operator, we are now ready to start the Q&A.
Thank you, sir. We will now begin the question-and-answer session. (Operator Instructions). Gentlemen, there are no questions registered at this time.
Okay, so my thanks to everyone for joining the call and if questions do come up between now and the AGM, please feel free to contact the Company and we'd be happy to hear…
Excuse me, sir. We do have a question registered at this time. Would you like to take it, sir?
It's [Michela Gerova] of Hermes Fund Management. Please go ahead, madam.
Hi. It seems that it's the only question at this time and it’s concerning the re-election of the Board of Directors. So it's one for Mr. Horber and just to very quickly represent Hermes Fund Managers we generally lay quite a lot of value on corporate governance in the companies we are investing and we've been watching Swiss Re for a while in that regard.
And, I think we have raised a couple of times with your Investor Relations department that we would basically like to see a bit of a Board refreshment after the events of the crisis of 2007 and 2008. Now Swiss Re has been extremely diligent in refreshing its management board but we were hoping for the same process to take place on the Supervisory Board as well. And yeah, so that’s my question basically where is the refreshment?
Many thanks for that interesting question. As far as the refreshment is concerned, let me go to page 62 of our Corporate Governance report which is part of the annual report. There you can see that we got a lot of new members. So for example, Mr. Mathis Cabiallavetta joined the board in 2008, Mr. Raymond Ch'ien, 2008.
Yes, from the management Board if I am not mistaken.
And we had also new members in 2010 Carlos Represas, Jean-Pierre Roth, and Malcolm Knight, and the last year Renato Fassbind in 2011 so from that perspective you can see that more or less 50% of the Board members are new since the financial crisis. But the Board is really interested in diversity as far as the age of the members of the Board of Directors is concerned and the Board most that is an important, point but I think the Board did an excellent job in the last couple of years.
Yes, yes. I would absolutely agree with the President that there does seem to be a bit of an effort going on in that direction, but basically our question was really concerning those two members because that would be indeed their third term. In the end, yes, because in the end, our concern is that what happened in the financial during 2007, 2008 is not repeated again as you I’m sure you understand. And simply we would very much like to see that the Board is moving in a direction of basically exchanging the people that supervise the decisions during that time.
Again I can just repeat what I’ve said. The Board is aware of the issue; I think we have a very good composition of the Board, diverse skill set of the members of the Board. We learned all from the crisis and the Board is absolutely on top of all the developments that are going around. They face all the regulatory challenges and they are in a position to deal with all the upcoming issues very carefully.
Thank you very much.
Michela, just to add one additional point, I think you mentioned that – I think you had the opinion that Mathis Cabiallavetta, the Vice Chairman, joined from the management. He did not. Mathis is a independent director of the company who joined the company and the Board for the first time back in 2008.
Oh, I’m sorry about the confusion in that case. Apologies.
Yeah, no problem. Do we have a next question operator?
Gentlemen, there are no more questions registered at this time.
Okay. So I’ll review what I said earlier. If you have questions that occur between now and the AGM, please feel free to contact we’ll be more than happy to help you and we appreciate any feedback that you have on the call. Thank you for joining.
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