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Board of Directors
Function
The Board of Directors is responsible
for all matters that are not reserved for the consideration of the General
Meeting of Shareholders (formally the supreme decision-making body of
a public limited company) under the terms of the law (Art. 698 of
the Swiss Code of Obligations (OR)) or by the company’s Articles
of Association. In line with its non-transferable duties (stipulated in
Art. 716a OR) the Board of Directors is responsible, in particular,
for the ultimate direction of the Group, including determination of strategy
as well as supervision of the Corporate Executive Board.
Elections and terms of office Pursuant to the Articles of Association, the Board of Directors shall consist of no fewer than five and no more than fourteen members. The members of the Board are elected by the General Meeting of Shareholders for a term of office not exceeding three years, and as a rule individually. The Organisational Regulations stipulate that a member of the Board of Directors shall automatically resign from the Board at the General Meeting of Shareholders in the year in which the member reaches the age of 70.
Staggered terms of office When the Board of Directors was reconstituted in 2003, the new members were given staggered terms of office to ensure that, as far as possible, an equal number of members will come up for re-election every year. If a member steps down during his or her term of office, the successor will serve only for the rest of that term. This ensures that the continuity of the Board of Directors is maintained.
Composition The Board of Directors of Swiss Life Holding consists entirely of non-executive directors with no duties related to operational management within the Swiss Life Group, and who have not exercised such duties during the past three financial years. No member of the Board, moreover, has any significant business relationship with Swiss Life Holding or any other Group companies. The members of the Board of Directors of Swiss Life Holding also make up the Board of Directors of Swiss Life/ Rentenanstalt.
There are no mutual cross-directorships with boards of directors of listed companies. Acceptance of an appointment to the board of directors of other companies by members of the Swiss Life Holding Board of Directors requires the permission of the Board of Directors. Information on additional board mandates held by individual members of the Board of Directors is presented in the following pages.
Members of the Board of Directors As of the balance sheet date, the Board of Directors was composed of the following members:
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