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 prescribed by law the Board of Directors is responsible, in particular, for the ultimate direction of the Group, as well as the 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 maximum term of three years, and on an individual basis. The Organisational Regulations stipulate that a member of the Board of Directors shall automatically resign from the Board at the Annual General Meeting of Shareholders in the year in which the member reaches the age of 70.
Staggered terms of office | Due to the staggered terms of office introduced when the Board of Directors was reconstituted in 2003, it is ensured that, as far as possible, an equal number of members will come up for re-election every year. If a member resigns during his or her term of office, the successor will serve only for the rest of that term. Thus, with respect to the annual re-elections, an important prerequisite has been established for ensuring continuity on the Board of Directors.
Composition | In the year under review the Board of Directors of Swiss Life Holding consisted entirely of non-executive directors with no duties related to operational management within the Swiss Life Group, and who had not exercised such duties during the past three financial years.
No member of the Board 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 appointments to the boards 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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| Bruno Gehrig | | Chairman | | 2003/2006 | | 2009 | |
| | Chairman's Committee, Chairman | | | | | |
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| Gerold Bührer | | Vice Chairman | | 2002/2003/2005 | 1 | 2008 | |
| | Chairman’s Committee Investment and Risk Committee, Chairman | | | | | |
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| Volker Bremkamp | | Member | | 2003/2004/2007 | | 2010 | |
| | Audit Committee, Chairman | | | | | |
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| Paul Embrechts | | Member | | 2003/2005 | | 2008 | |
| | Audit Committee | | | | | |
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| Rudolf Kellenberger | | Member | | 2003/2004/2007 | | 2010 | |
| | Chairman’s Committee Investment and Risk Committee | | | | | |
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| Henry Peter | | Member | | 2006 | | 2009 | |
| | Audit Committee | | | | | |
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| Peter Quadri | | Member | | 2003/2004/2007 | | 2010 | |
| | Audit Committee | | | | | |
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| Pierfranco Riva | | Member | | 2003/2006 | | 2009 | |
| | Investment and Risk Committee | | | | | |
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| Franziska Tschudi | | Member | | 2003/2005 | | 2008 | |
| | Investment and Risk Committee | | | | | |
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