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Internal organisational structure In line with the Articles of Association, and in observance of local and international standards for corporate governance, the Board of Directors decided to introduce a revision of the Organisational Regulations, effective 1 December 2003. These regulations are reviewed regularly in line with current practice and developments in national and international best practice, and are updated whenever necessary. They apply to the internal organisation and delineate the tasks and competencies of the Board of Directors, the Board of Directors’ committees, the Chairman of the Board of Directors and the Corporate Executive Board.
The Chairman of the Board of Directors coordinates the work of the Board and the committees, and ensures reporting from the Corporate Executive Board to the Board of Directors. In urgent situations, the Chairman may also determine the necessary measures and take steps falling within the scope of the competencies of the Board until it takes a decision. If a timely decision cannot be reached by the Board of Directors, the Chairman is empowered to take a decision.
The Board of Directors meets as often as business requires, but at least six times a year as a rule. Meetings are generally called by the Chairman of the Board of Directors. However, any member of the Board of Directors may request that a meeting be called, as can the Corporate Executive Board. In addition to the members of the Board of Directors, the Group CEO generally also attends the meetings or parts of meetings in an advisory capacity, as do other members of the Corporate Executive Board when required.
The Board of Directors met seven times during the year under review, with the meetings lasting around three and a half hours on average. All the Board members took part in all the meetings with the exception of a single absence of one member of the Board of Directors. The Group CEO also attended all the meetings. The other members of the Corporate Executive Board were also invited to all the meetings of the Board of Directors. Parts of the meetings on specific subject areas are regularly held in closed conference among the Board of Directors only.
The Board of Directors performs a self-assessment once a year, while discussions take place regularly between the Chairman of the Board and its members on an individual basis.
Three standing committees support the work of the Board of Directors as a whole: the Chairman’s Committee, the Investment and Risk Committee, and the Audit Committee. The Board of Directors may establish other committees to be entrusted with special tasks.
The committees of the Board of Directors sometimes call in external consultants for their work and assess their work themselves once a year. If the Chairman of the Board of Directors is not a member of a committee of the Board of Directors, he has the right to attend meetings (without voting rights).
In the year under review, all the Board members took part in all the meetings of the Board’s committees to which they belong.
Chairman’s Committee The Chairman’s Committee assists the Chairman of the Board of Directors in fulfilling his leadership and coordination role, and assists the Board of Directors with matters concerning strategy and corporate governance. It additionally assists the Board of Directors in decisions concerning the appointment of personnel at the highest levels of management (nomination function) and in setting guidelines for compensation of members of the Board of Directors and the Corporate Executive Board, and determines, in application of these guidelines, the compensation and terms of employment of the Group CEO and the other members of the Corporate Executive Board (compensation function).
The Chairman of the Board of Directors presides over meetings. As a rule, the Group CEO attends the Chairman’s Committee meetings or parts of meetings in an advisory capacity. Further members of the Corporate Executive Board or in-house specialists may also be invited to attend.
The Chairman’s Committee meets at least six times a year. It held nine meetings during the year under review. The average duration of each meeting was around two hours.
Investment and Risk Committee The Investment and Risk Committee assists the Board of Directors in matters concerning investment management, financial management and risk management within the Group. The tasks and competencies of the Investment and Risk Committee include, among others, submitting proposals on the principle features of asset and liability management to the Board of Directors, determining the investment policy, assessing capital adequacy, verifying compliance with guidelines on investments, and establishing the risk tolerance in insurance and investment operations.
As a rule, the Group CIO and Group CFO attend the Investment and Risk Committee meetings or parts of meetings in an advisory capacity. The Group CEO may attend the meetings of the Investment and Risk Committee (without voting rights). Further members of the Corporate Executive Board or in-house specialists may also be invited to attend.
The Investment and Risk Committee meets at least four times a year. Four meetings of the Investment and Risk Committee were held in the year under review, with a duration of around two and a half hours.
Audit Committee The Audit Committee assists the Board of Directors in its supervision of the accounting function and financial reporting activities as well as compliance with the legal requirements. It reviews the appropriateness of the internal control structures and processes used to comply with the legal requirements. It monitors the activities of Corporate Internal Audit and the external audit services, and takes due note of their reports and recommendations.
As a rule, the Group CFO and the Head of the Corporate Internal Audit attend the Audit Committee meetings or parts of meetings in an advisory capacity. The Group CEO may attend the meetings of the Audit Committee (without voting rights). Representatives from the external audit services are also regularly invited (cf. also “Supervisory and control instruments vis-à-vis the auditors”, page 53). In addition, further members of the Corporate Executive Board or in-house specialists may also be invited to attend.
The Audit Committee meets at least four times a year. The frequency of meetings depends on the financial budgeting and reporting process. The Audit Committee met four times during the year under review, with the meetings lasting around three and a half hours on average.
Delineation of competencies between the Board of Directors and the Corporate Executive Board The Organisational Regulations of Swiss Life Holding provide for the comprehensive delegation of the executive management of the company to the Group CEO and the Corporate Executive Board, with the exception of those duties reserved for other bodies in accordance with the law, the Articles of Association or the Organisational Regulations themselves. The Corporate Executive Board bears responsibility in particular for the implementation of corporate strategy, for the conditions governing business operations and for financial guidance. It is further responsible for the preparation of the resolutions for the Board of Directors and its committees, and for monitoring the implementation of these decisions in the Group. It is vested with the authority to rule on business referred to it by the Board of Directors, the Board of Directors’ committees and the Chairman of the Board of Directors insofar as approval or a decision is not reserved exclusively to the delegating body.
Control instruments vis-à-vis the Corporate Executive Board The Board of Directors is kept continually and comprehensively informed regarding the activities of the Corporate Executive Board. The Group CEO keeps the Chairman of the Board of Directors as well as the Board of Directors and its committees regularly informed about the conduct of business, new business activities and significant projects. The Group CEO informs the Chairman of the Board of Directors immediately about extraordinary matters.
The Chairman of the Board of Directors may participate (without voting rights) in the meetings of the Corporate Executive Board. He receives the invitations and the minutes of the meetings of the Corporate Executive Board. The Chairman of the Board of Directors attended the majority of the Corporate Executive Board meetings or parts of meetings in the year under review.
Corporate Internal Audit, which reports directly to the Chairman of the Board, represents a suitable means of independent monitoring and information gathering for the Board of Directors. Moreover, regular meetings take place between the Chairman of the Board of Directors and the Head of Corporate Internal Audit as well as between the Chairman of the Audit Committee and the Head of Corporate Internal Audit.
The performance of the Corporate Executive Board and the contributions made by its members are regularly discussed and evaluated by the Chairman’s Committee and the Board of Directors with no members of the Corporate Executive Board being present. The acceptance of directorships and senior political or military roles by members of the Corporate Executive Board is subject to the consent of the Chairman of the Board of Directors.
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