Corporate Governance

The Swiss Life Group continually adapts its corporate governance practices to current developments. In doing so, it observes the regulatory requirements in terms of best practice. At the Group’s Annual General Meeting of 7 May 2009, the shareholders were given the opportunity of holding a consultative vote on the compensation report.

In the interests of its shareholders, policyholders and staff, Swiss Life attaches great importance to corporate governance and the requirements it entails in terms of the management and organisation of the Swiss Life Group. The corporate governance of Swiss Life Holding Ltd (Swiss Life Holding) is based on the Directive on Information Relating to Corporate Governance issued by the SIX Swiss Exchange and the circular of the Swiss Financial Market Supervisory Authority FINMA on corporate governance, risk management and internal control systems for insurance companies. It is also modelled on leading national and international corporate governance standards, in particular the Swiss Code of Best Practice for Corporate Governance issued by the Swiss Business Federation, economiesuisse, as well as the Organization for Economic Cooperation and Development’s (OECD) principles on corporate governance.

In view of the new composition of members in the Board of Directors following the Annual General Meeting of 7 May 2009, Swiss Life discontinued the office of Delegate of the Board of Directors and split the Chairman’s Committee into two separate committees: In order to optimise the corporate governance environment, a Chairman’s and Corporate Governance Committee and an independent Nomination and Compensation Committee have been formed. As part of this new organisational structure, the office of Second Vice Chairman has been created. The Second Vice Chairman chairs the Nomination and Compensation Committee.

In line with the latest developments as regards corporate governance and the disclosure of the compensation report, Swiss Life decided in the year under review to submit the compensation report to the Annual General Meeting for approval for the first time.

The measures and mechanisms introduced by Swiss Life to ensure good corporate governance work well in practice; however, specific adjustments are examined on an ongoing basis in order to adapt the organisational structure to current circumstances and to implement improvements.

This report describes the essential features of corporate governance within the Swiss Life Group. The structure below largely follows the Directive on Information Relating to Corporate Governance issued by the SIX Swiss Exchange, which came into force on 1 July 2002, and were revised on 1 January 2007 and 1 July 2009, and also takes into consideration the new regulations on transparency stipulated in the Swiss Code of Obligations with regard to the compensation of members of the Board of Directors and the Corporate Executive Board. Further information on the Code of Compliance and the values of the Swiss Life Group can be found in the section “Responsible Corporate Conduct” in the Business Review.