Notes to the Financial Statements

Accounting Rules

Assets and liabilities are stated in the balance sheet in accordance with the provisions of the Swiss Code of Obligations (CO).

Explanations on the Balance Sheet and Statement of Income
PARTICIPATIONS
 
 

Currency
Authorised
share capital
in 1000


Direct share


Currency
Authorised
share capital
in 1000


Direct share
  31.12.200931.12.2008
Swiss Life AG (formerly Swiss Life/Rentenanstalt), Zürich
  CHF587 350100.00%CHF587 350100.00%
Swiss Life Beteiligungs GmbH, Hannover
  EUR25100.00%EUR25100.00%
Swiss Life Intellectual Property Management AG, Zürich
  CHF250100.00%CHF250100.00%
Swiss Life International Holding AG, Zürich
  CHF1 000100.00%CHF1 000100.00%
Swiss Life Investment Management Holding AG, Zürich
  CHF50 000100.00%CHF50 000100.00%
Swiss Life Products (Luxembourg) S.A., Strassen
  EUR60 031100.00%EUR35 031100.00%
Swiss Life Selection AG
  CHF250100.00%CHF250100.00%


LOANS TO GROUP COMPANIES — CHF 190 million of the loans to Group companies is classified as subordinated.

MAJOR SHAREHOLDERS — The following shareholders hold over 5% of Swiss Life Holding’s share capital:

As % of total share capital 
  31.12.200931.12.2008
Talanx AG
  9.31%
Carsten Maschmeyer & Sons
  5.05%5.56%


SHARE CAPITAL — As at 31 December 2009, the share capital of Swiss Life Holding consisted of 32 081 054 fully-paid shares with a par value of CHF 12 each. In exercising voting rights, no shareholder can collect more than 10% of the total share capital directly or indirectly in respect of their own shares and those they represent. As at 31 December 2008, Swiss Life Holding had 35 084 554 registered shares with a par value of CHF 17 per share. Conditional share capital was CHF 28 312 632 as at 31 December 2009 (2008: CHF 40 109 562).

LEGAL RESERVES — Legal reserves comprise the general reserves (plus the additional paid-in capital in excess of the par value, net of transaction costs) and the reserve for treasury shares (equivalent in value to own Swiss Life Holding shares held by the Swiss Life Group).

FREE RESERVES AND RETAINED EARNINGS — Free reserves and retained earnings contain accumulated retained earnings which have not been distributed to the shareholders, or which have not been allocated to the reserve for treasury shares.

ISSUANCE OF CONVERTIBLE DEBT IN 2004 — On 10 June 2004 Swiss Life Holding issued CHF 317 million in 0.625% convertible bonds (2004 to 2010) convertible into Swiss Life Holding registered shares. The conversion price is currently CHF 200.20.

In 2009, no convertible bonds were converted into Swiss Life Holding shares.

TREASURY SHARES — In the year under review the companies in the Swiss Life Group purchased a total of 1 965 033 Swiss Life Holding shares at an average price of CHF 64.87. In the same period, they sold 3 348 841 shares at an average price of CHF 67.76. In addition, within the context of the share buyback programme, Swiss Life Holding repurchased 3 003 500 shares. As at 31 December 2009, the Swiss Life Group held 232 158 of its treasury shares.

PERSONNEL EXPENSES — No direct staff costs are included under operating expenses.

CONTINGENCIES — Swiss Life Holding acts as warrantor for all Swiss Life Ltd liabilities with regard to the various tranches of the subordinated perpetual step-up loan (hybrid debt), which amounted to an equivalent value of CHF 2141 million at the balance sheet date.

Swiss Life Holding further gives several capital guarantees for a maximum net asset value of CHF 300 million to Swiss Life Funds, CHF 150 million to Swiss Life Funds (Lux) Management Company and CHF 74 million to Swiss Life Products.

STATEMENT OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 December
In CHF million 
  20092008
 
Share capital
 
Balance as at 1 January
  5961 189
Reduction in par value (incl. cancellation of treasury shares)
  –211–596
Converted Swiss Life Holding shares
  3
Total share capital
  385596
 
Legal reserves
 
General reserves
 
Balance as at 1 January
  1 1391 117
Converted Swiss Life Holding shares
  22
Total general reserves
  1 1391 139
Reserve for treasury shares
 
Balance as at 1 January
  1 167618
Allocation to reserve for treasury shares
  –1 142549
Total reserve for treasury shares
  251 167
Total legal reserves
  1 1642 306
 
Free reserves
 
Balance as at 1 January
  43216
Allocation to free reserves
  1 920335
Reserve for own shares (incl. reduction in par value)
  976–508
Total free reserves
  2 93943
 
Profit shown in the balance sheet
 
Balance as at 1 January
  1 924338
Allocation to free reserves
  –1 920–335
Net profit
  401 921
Total profit shown in the balance sheet
  441 924
 
Total equity
  4 5324 869


RISK assessment — For information on risk assessment, please refer to Note 5 of the Swiss Life Group’s Consolidated Financial Statements.

DISCLOSURE OF COMPENSATION TO THE BOARD OF DIRECTORS AND THE CORPORATE EXECUTIVE BOARD IN ACCORDANCE WITH THE SWISS CODE OF OBLIGATIONS ART. 663BBIS AND ART. 663C

COMPENSATION IN 2009 — The specifications below take into consideration the transparency regulations on compensation set out in the Swiss Code of Obligations, Art. 663b BIS and Art. 663c, and the Directive on Information Relating to Corporate Governance issued by the SIX Swiss Exchange. Further information on compensation and benefit expenditure can be found in the Corporate Governance section and the Consolidated Financial Statements (Notes 23 and 30).

The description of the compensation received by the members of the Board of Directors and the Corporate Executive Board and the tables showing the relevant amounts are based on those in the Annual Report 2008. The variable compensation granted to members of the Corporate Executive Board as a cash bonus for the 2009 financial year, which was determined at the beginning of 2010, is shown on an accrued basis in the compensation tables as compensation for 2009 (accrued method). The relevant information has already been disclosed on an accrued basis in last year’s compensation report. For the 2008 financial year, the members of the Board of Directors and the Corporate Executive Board did not receive any variable compensation, neither in the form of blocked shares nor as a cash bonus.

As in the 2008 financial year, the members of the Board of Directors have not been granted any variable compensation in shares for 2009. Likewise, besides the cash bonus, the members of the Corporate Executive Board have not been given variable compensation in shares for the 2009 financial year.

Below, for transparency reasons, the 2008 compensation tables are shown twice after the 2009 compensation tables. In the first 2008 table, the information is shown in accordance with the accrued method, but without any variable compensation, as there was none granted for the 2008 financial year. The second table is that published in the Annual Report 2008, which includes the variable compensation for the previous 2007 financial year which was determined and paid out in 2008.

The compensation received by each member of the Board of the Directors and the Chairman of the Corporate Executive Board (Group CEO) is disclosed individually.

COMPENSATION POLICY PRINCIPLES — Pursuant to the Organisational Regulations, the Board of Directors as a whole is responsible for establishing the guidelines on the Group’s compensation policy (incl. bonuses, equity compensation plans and share option plans) and with regard to employee benefits. The compensation policy underpins the performance culture required by the corporate strategy and forms part of the HR policy. The aim is to retain well-qualified employees and gain new, highly skilled staff. The compensation system is to be competitive and in line with the market environment. The overall compensation takes into account the employees’ professional skills, engagement and personal performance. Individual compensation is made up of a basic salary and variable short-, medium- and long-term salary components as well as contributions to retirement and risk insurance.

The basic salary is determined according to the employee’s function and skill set, and is annually reassessed and adjusted if appropriate. The variable salary components are linked to the strategic objectives of the Group and the individual divisions and the associated financial and HR-related targets. The variable bonus in cash is based on achievement of the annual objectives. It is determined, on the one hand, by the actual performance of individuals or teams (performance salary) in relation to the targets set and, on the other, by the Swiss Life Group’s annual result (share in company’s success). The percentage weighting between the individual and/or team performance and the share in the company’s success depends on the position and responsibilities of the function holder. At Corporate Executive Board level, the share in the company’s success is set at 60%. Personal performance and achievement of goals are appraised annually as part of the Group-wide institutionalised process for employee assessment (Group Performance System, GPS). In addition to the quantitative Group objectives (Key Performance Indicators, KPI), the assessment takes into account factors such as professional expertise, entrepreneurship, task fulfilment, cooperation and leadership. To be eligible for any bonus in cash, a GPS target achievement of at least 80% is required.

PRACTICE AND PROCEDURE — Pursuant to the Organisational Regulations, the Board of Directors as a whole is responsible for determining the level and make-up of compensation for its members, whereas the Nomination and Compensation Committee (NCC) is responsible for putting forward corresponding proposals. The Board of Directors also establishes the guidelines for the company’s compensation policy. In doing so, it takes into consideration the compensation policies of other organisations of comparable size and in comparable industries, drawing its findings from publicly available information and, as necessary, studies by external experts. Based on these guidelines, the Nomination and Compensation Committee determines the amount of the bonus pool for all staff and its terms of distribution, as well as the compensation for the individual members of the Corporate Executive Board.

COMPENSATION TO MEMBERS OF THE BOARD OF DIRECTORS — Compensation remitted to members of the Board of Directors in the year under review comprises the basic compensation and additional compensation in cash. The basic compensation, which is made up of compensation in cash and in Swiss Life Holding shares, covers membership of the Board of Directors of Swiss Life Holding and its subsidiary Swiss Life Ltd as well as membership of the individual Board Committees. The additional compensation in cash is commensurate to the function and workload and is determined annually by the Board of Directors. If Swiss Life Group’s business operations have proved successful, a further, variable compensation component may be remitted in the form of Swiss Life Holding shares, decided upon by the Board of Directors taking into consideration the business results. The shares are allocated at economic value, which is equal to the tax value, taking a blocking period of three years into account. The respective share price on the allocation date is always disclosed too.

As Chairman of the Board, Bruno Gehrig was affiliated to the employee benefits institutions of Swiss Life for the purpose of occupational provisions and obtains the corresponding pension benefits under the pension fund regulations. Rolf Dörig, in his former role as Delegate of the Board of Directors and current position as Chairman of the Board, is also insured for occupational provisions with the employee benefits institutions of Swiss Life. No such affiliation exists for other members of the Board of Directors; no contributions have been made on their behalf.

COMPENSATION TO MEMBERS OF THE CORPORATE EXECUTIVE BOARD — The compensation remitted to members of the Corporate Executive Board in the period under review comprises the salary, a variable bonus in cash and other compensation (child allowances, company cars, premium contributions to 3 rd -pillar pension plans). They are also insured with the company under the framework of occupational provisions. The members of the Corporate Executive Board also participate in a long-term performance-based equity compensation programme, which is described in more detail below.

The salary is determined annually, taking into account the individual member’s function-related responsibility. As previously explained, the cash bonus is determined by the Board of Directors based on individual target achievement and the company’s success in the period under review.

As part of the compensation policy, a long-term equity compensation plan (mid- to long-term compensation components) was introduced in 2004 for members of the Corporate Executive Board and other senior management members of the Swiss Life Group. Under this programme, participants have been granted future subscription rights to Swiss Life Holding shares in the form of Performance Share Units (PSUs) since 2005. These subscription rights entitle them to receive Swiss Life Holding shares free of charge after a period of three years insofar as the relevant conditions have been satisfied.

Pursuant to the regulations of the 2007, 2008 and 2009 equity compensation plans, two objective performance criteria have been defined, each weighted at 50%. Depending on the fulfilment of the two performance criteria within the three-year period, the number of PSUs can increase by up to a factor of 1.5 or drop to zero. The first criterion is the Total Shareholder Return on the Swiss Life Holding share (TSR Swiss Life Holding), requiring a performance of over 20% for a subscription right to share allocation to arise after three years. The second criterion involves a comparison of the Swiss Life Holding share’s TSR with the TSRs of the shares of the companies included in the Dow Jones STOXX 600 Insurance Index (TSR Outperformance). Based on this second criterion, a subscription right arises if the performance on expiry of the three-year term is above the first quartile in comparison with the companies in question.

The number of PSUs entitling the participant to receive shares after the three-year term is determined in accordance with the table below as follows: One half of the PSUs allocated is multiplied by the factor resulting from the TSR Swiss Life Holding target achievement, and the other half by the factor resulting from the TSR Outperformance target achievement. The factor equals 1, i.e. 100%, if a performance of 30% is attained for the first performance criterion, the TSR Swiss Life Holding. Interim values are determined by linear interpolation. In the case of TSR Outperformance, the second performance criterion, the factor is 1, i.e. 100%, if the TSR Swiss Life Holding is equal to the median of the benchmark index (Dow Jones STOXX 600 Insurance Index). Here, too, interim values are determined by linear interpolation. The results (factor TSR Swiss Life Holding multiplied by one half of the PSUs and the factor TSR Outperformance multiplied by the other half) are added up. The sum is the number of PSUs, which translates into an entitlement to an equal number of Swiss Life Holding shares.

The value of the PSUs allocated equals the fair value as at 1 April of the year of allocation. It is determined by an independent consultancy company.


PERSONNEL CHANGES TO THE BOARD OF DIRECTORS AND THE CORPORATE EXECUTIVE BOARD IN 2009 — Two members of the Board of Directors resigned in the 2009 financial year. Bruno Gehrig resigned from his position as Chairman of the Board of Directors of Swiss Life Holding after the Annual General Meeting on 7 May 2009. After serving for six years, Pierfranco Riva also stepped down from the Board of Directors because he had reached the statutory age limit. Two new members were appointed: Frank Schnewlin and Carsten Maschmeyer. Rolf Dörig relinquished the role of Delegate of the Board of Directors on 7 May 2009 to take over from Bruno Gehrig as Chairman of the Board of Directors.

The composition of the Corporate Executive Board changed as follows in the 2009 financial year: Reto Himmel, Group Chief Technology & Operations Officer (Group CTO), left the Corporate Executive Board effective 31 March 2009 due to the discontinuation of the Group CTO function. Thomas Buess joined the Board as of 1 August 2009 as the new Group Chief Financial Officer (Group CFO), replacing Thomas Müller who resigned from the Corporate Executive Board with effect from 30 June 2009.

The Corporate Executive Board, including Bruno Pfister as Group CEO, thus consisted of up to nine members during the period under review (2008: ten members).

The disclosure of compensation for the remaining members of the Corporate Executive Board (without Group CEO) takes into account eight members for the 2009 financial year. The compensation is shown on a pro-rata basis for their period of membership of the Board in 2009.

COMPENSATION TO THE BOARD OF DIRECTORS IN 2009

For transparency and comparison purposes, the 2008 compensation table is shown twice below the compensation table for 2009; firstly, without variable compensation in shares (according to the accrued method) and, secondly, as published in the Annual Report 2008.

The members of the Board of Directors did not receive any variable compensation in shares for the 2008 and 2009 financial years. All the shares allotted to them for 2008 and 2009 formed part of their basic compensation, 80% of which was granted in cash and 20% in shares subject to a three-year blocking period.

Amounts in CHF 
  Compensation in cash Compensation in shares5 Expenditure for
occupational provisions
 



Basic
compensation



Additional
compen-
sation


Total
compen-
sation
in cash





Number





Amount
Total
compen-
sation
in cash
and shares
(amount)




Regular
contri-
butions
6


Extra-
ordinary
contri-
butions



Aggregate
total
(amount)
7
Rolf Dörig, Chairman of the Board of Directors 1
  1 121 132 0 1 121 1321 093 117 558 1 238 690195 656 1 434 346
Gerold Bührer
  138 667 110 000 248 667319 29 139 277 806
Frank Schnewlin 2
  96 000 20 000 116 000188 20 220 136 220
Volker Bremkamp
  96 000 30 000 126 000224 20 207 146 207
Paul Embrechts
  72 000 10 000 82 000169 15 248 97 248
Rudolf Kellenberger
  114 667 10 000 124 667264 24 180 148 847
Carsten Maschmeyer 2
  48 000 6 667 54 66794 10 110 64 777
Henry Peter
  72 000 10 000 82 000169 15 248 97 248
Peter Quadri
  72 000 10 000 82 000169 15 248 97 248
Franziska Tschudi
  72 000 10 000 82 000169 15 248 97 248
Bruno Gehrig 3
  231 250 41 667 272 917 0 272 91743 678 316 595
Pierfranco Riva 4
  30 000 4 167 34 16782 6 369 40 536
Total Board of Directors
  2 163 716 262 501 2 426 2172 940 288 775 2 714 992239 334 2 954 326
1 BoD Delegate until 07.05.2009 / BoD Chairman from 07.05.2009. As BoD Delegate until 07.05.2009, Rolf Dörig received compensation of CHF 19 662 for a company car and a premium contribution of CHF 41 470 to his 3rd-pillar pension plan. This total of CHF 61 132 was added to his basic compensation of CHF 1 060 000.
2 BoD member from 07.05.2009.
3 BoD Chairman until 07.05.2009.
4 BoD member until 07.05.2009.
5 The compensation in shares (totalling 2 940 shares) was part of the basic compensation. The allocation of shares was effected on 24.06.2009 and 18.12.2009 at economic value, which is equal to the tax value (CHF 77.6649 and CHF 107.5553 respectively), taking into account a blocking period of three years. The share prices (closing prices) on the days of allocation were CHF 92.50 and CHF 128.10 respectively. No variable compensation in shares has been granted for the 2009 financial year.
6 Pursuant to the pension fund regulations, occupational provisions were financed by the employer and the employee at a ratio of 2/3 to 1/3.
7 All contributions are gross contributions, i.e. they include employee contributions to AHV/IV/ALV. Employer contributions to AHV/IV/ALV/FAK amounted to a total of
CHF 188 645 in the year under review.


COMPENSATION TO THE BOARD OF DIRECTORS IN 2008

Table as per accrued method

The members of the Board of Directors did not receive any variable compensation in shares for the 2008 financial year. Therefore, to enable a year-on-year comparison with the compensation for 2009, the variable compensation in shares for the 2007 financial year shown in last year’s annual report (a total of 1011 shares) is not included in the table below, in contrast to the table published in the Annual Report 2008. The shares disclosed form part of the basic compensation.

Amounts in CHF 
  Compensation in cash Compensation in shares1 Expenditure for occupational provisions
 



Basic
compensation



Additional
compen-
sation


Total
compen-
sation
in cash





Number





Amount
Total
compen-
sation
in cash
and shares
(amount)




Regular
contributions
2


Extra-
ordinary
contri-
butions



Aggregate
total
(amount)
3
Bruno Gehrig, Chairman of the Board of Directors
  555 000100 000655 0000655 000104 827759 827
Gerold Bührer
  128 000110 000238 00028226 918264 918
Volker Bremkamp
  96 00030 000126 00021220 345146 345
Paul Embrechts
  72 00010 00082 00015915 30097 300
Rudolf Kellenberger
  104 00010 000114 00022921 874135 874
Henry Peter
  72 00010 00082 00015915 30097 300
Peter Quadri
  72 00010 00082 00015915 30097 300
Pierfranco Riva
  72 00010 00082 00015915 30097 300
Franziska Tschudi
  72 00010 00082 00015915 30097 300
Rolf Dörig, Group CEO until 08.05.2008, BoD Delegate from 09.05.2008  4
 
Total Board of Directors
  1 243 000300 0001 543 0001 518145 6371 688 637104 8271 793 464
1 The compensation in shares was part of the basic compensation. The allocation of shares was effected on 24.06.2008 and 16.12.2008 at economic value, which is equal to the tax value (CHF 227.7469 and CHF 60.4526 respectively), taking into account a blocking period of three years. The share prices (closing prices) on the days of allocation were
CHF 271.25 und CHF 72.00 respectively. No variable compensation in shares was granted for the 2008 financial year.
2 Pursuant to the pension fund regulations, occupational provisions were financed by the employer and the employee at a ratio of 2/3 to 1/3.
3 All contributions are gross contributions, i.e. they include employee contributions to AHV/IV/ALV. Employer contributions to AHV/IV/ALV amounted to a total of CHF 96 047 in the year under review.
4 The 2008 compensation to Rolf Dörig, as Group CEO and BoD Delegate, is disclosed in its entirety under the compensation for the Corporate Executive Board.


Table as per Annual report 2008

This table still includes the variable compensation in shares received in 2008 for the 2007 financial year. The footnote stated, however, that the members of the Board of Directors would not receive any variable compensation in shares for the 2008 financial year. The remaining shares allotted were part of the basic compensation.

Amounts in CHF 
  Compensation in cash Compensation in shares1 Expenditure for occupational provisions
 



Basic
compensation



Additional
compen-
sation


Total
compen-
sation
in cash





Number





Amount
Total
compen-
sation
in cash
and shares
(amount)




Regular
contributions
2


Extra-
ordinary
contri-
butions



Aggregate
total
(amount)
3
Bruno Gehrig, Chairman of the Board of Directors
  555 000100 000655 00038589 218744 218104 827849 045
Gerold Bührer
  128 000110 000238 00044163 764301 764
Volker Bremkamp
  96 00030 000126 00030140 968166 968
Paul Embrechts
  72 00010 00082 00021828 972110 972
Rudolf Kellenberger
  104 00010 000114 00031241 108155 108
Henry Peter
  72 00010 00082 00021828 972110 972
Peter Quadri
  72 00010 00082 00021828 972110 972
Pierfranco Riva
  72 00010 00082 00021828 972110 972
Franziska Tschudi
  72 00010 00082 00021828 972110 972
Rolf Dörig, Group CEO until 08.05.2008, BoD Delegate from 09.05.2008  4
 
Total Board of Directors
  1 243 000300 0001 543 0002 529379 9181 922 918104 8272 027 745
1 The compensation in shares was, on the one hand, part of the basic compensation (in total 1 518 shares) and, on the other, variable compensation in shares for the 2007 financial year, allocated in 2008 (in total 1 011 shares). The allocation of shares was effected on 31.03.2008, 24.06.2008 and 16.12.2008 at economic value, which is equal to the tax value (CHF 231.7351, CHF 227.7469 and CHF 60.4526), taking into account a blocking period of three years. The share prices (closing prices) on the days of allocation were
CHF 276.00, CHF 271.25 and CHF 72.00 respectively. No variable compensation in shares was granted for the 2008 financial year.
2 Pursuant to the pension fund regulations, occupational provisions were financed by the employer and the employee at a ratio of 2/3 to 1/3.
3 All contributions are gross contributions, i.e. they include employee contributions to AHV/IV/ALV. Employer contributions to AHV/IV/ALV amounted to a total of CHF 96 047 in the year under review.
4 The 2008 compensation to Rolf Dörig, as Group CEO and BoD Delegate, is disclosed in its entirety under the compensation for the Corporate Executive Board.


COMPENSATION TO THE CORPORATE EXECUTIVE BOARD IN 2009

The compensation table below shows the bonus in cash granted for the 2009 financial year which was determined by the Board of Directors at the beginning of 2010. It is disclosed on an accrued basis as compensation for 2009.

The members of the Corporate Executive Board did not receive any compensation in shares for the 2009 financial year.

For transparency and comparison purposes, below the compensation table for 2009, the 2008 compensation table is shown twice; firstly, without cash bonuses or variable compensation in shares for the 2008 financial year (according to accrued method) and, secondly, as published in the Annual Report 2008, which included the variable compensation for the 2007 financial year.

Amounts in CHF 
  Compensation in cashCompensation in shares for 2009
 


Salary


Bonus for 2009
paid in 2010
2


Other
compensation
3

Total
compensation
in cash



Number



Amount
Total
compensation
in cash and
shares (amount)
Bruno Pfister, Group CEO
  1 200 000 925 000 53 553 2 178 553 0 2 178 553
Other members of Corporate Executive Board 1
  4 552 366 2 625 000 217 423 7 394 789 0 7 394 789
Total Corporate Executive Board
  5 752 366 3 550 000 270 976 9 573 342 0 9 573 342
1 Eight individuals were taken into account in the period under review. In the case of Reto Himmel (left 31.03.2009), Thomas Müller (left 30.06.2009) and Thomas Buess (joined 01.08.2009), the compensation for 2009 membership of the Corporate Executive Board is disclosed on a pro-rata basis. The departing members of the Corporate Executive Board had a contractual twelve-month notice period, for which the agreed benefits were paid. The compensation given in this regard to former members of the Corporate Executive Board totalled CHF 1 515 379 (salary, other compensation and pension contributions).
2 The bonus paid in 2010 relates to the 2009 financial year. No bonus was paid for the 2008 financial year.
3 Child allowances (CHF 8700), company cars (CHF 121 318), premium contributions to 3rd pillar pension plans (CHF 88 730), other (CHF 52 228), each in total.


Amounts in CHF 
  Expenditure for occupational provisions
 



Regular
contributions
4




Extraordinary
contributions
Aggregate total
compensation in cash
and in shares and
occupational
provisions expense
(amount)
5
Bruno Pfister, Group CEO
  175 801 2 354 354
Other members of Corporate Executive Board
  630 099 8 024 888
Total Corporate Executive Board
  805 900 10 379 242
4 Pursuant to the pension fund regulations, occupational provisions were financed by the employer and the employee at a ratio of 2/3 to 1/3.
5 All contributions are gross contributions, i.e. they include employee contributions to AHV/IV/ALV. Employer contributions to AHV/IV/ALV/FAK amounted to a total of
CHF 402 994 in the year under review.


Amounts in CHF 
  Performance Share Units (PSUs)6,7
 
Number

Amount
Aggregate total
incl. PSUs (amount)
Bruno Pfister, Group CEO
  6 500 332 930 2 687 284
Other members of Corporate Executive Board
  15 700 804 154 8 829 042
Total Corporate Executive Board
  22 200 1 137 084 11 516 326
6 The PSUs represent future subscription rights that entitle the individuals concerned to receive Swiss Life Holding shares after a period of three years, provided the relevant conditions are then met. Depending on the fulfilment during the three-year term of the two performance criteria defined, the number of PSUs can increase by a factor of 1.5 or drop to zero.
7 The allocation of PSUs as at 01.04.2009 was effected at a fair value of CHF 51.22, as calculated by an independent consultancy firm.


COMPENSATION TO THE CORPORATE EXECUTIVE BOARD IN 2008

Table as per accrued method

The members of the Corporate Executive Board did not receive a cash bonus or variable compensation in shares for the 2008 financial year.

The cash bonus granted in 2008 for the 2007 financial year and the shares allotted in 2008 for the 2007 financial year are not shown in the table below.

Amounts in CHF 
  Compensation in cashCompensation in shares for 20084
 


Salary


Bonus for 2008
paid in 2009
2


Other
compensation
3

Total
compensation
in cash



Number



Amount
Total
compensation
in cash and
shares (amount)
Rolf Dörig, Group CEO until 08.05.2008, BoD Delegate from 09.05.2008  1
  1 525 000 0 96 806 1 621 806 0 1 621 806
Bruno Pfister, CEO International until 08.05.2008, Group CEO from 09.05.2008
  1 000 000 0 53 193 1 053 193 0 1 053 193
Other members of Corporate Executive Board 5
  3 908 0570260 8934 168 95004 168 950
Total Corporate Executive Board
  6 433 0570410 8926 843 94906 843 949
1 Group CEO until 08.05.2008, BoD Delegate from 09.05.2008. Salary / compensation in cash was fixed at CHF 1 200 000 per year for the position of BoD Delegate.
2 No bonus was paid for the 2008 financial year.
3 Child allowances (CHF 12 830), allowances for years of service (CHF 31 570), company cars (CHF 110 221), premium contributions to 3rd-pillar pension plans (CHF 174 401), other (CHF 81 870), each in total.
4 No variable compensation in shares was paid out for the 2008 financial year.
5 Eight individuals were taken into account in the period under review. Compensation for 2008 membership of the Corporate Executive Board was disclosed on a pro-rata basis for Manfred Behrens, Charles Relecom, Paul Müller, Ivo Furrer and Klaus Leyh.


Amounts in CHF 
  Expenditure for occupational provisions
 



Regular
contributions
6




Extraordinary
contributions
Aggregate total
compensation in cash
and in shares and
occupational
provisions expense
(amount)
8
Rolf Dörig, Group CEO until 08.05.2008, BoD Delegate from 09.05.2008
  195 6561 817 462
Bruno Pfister, CEO International until 08.05.2008, Group CEO from 09.05.2008 7
  755 1481 808 341
Other members of Corporate Executive Board
  813 4204 982 370
Total Corporate Executive Board
  1 764 2248 608 173
6 Regular annual employer contribution and subsequent contributions. Pursuant to the pension fund regulations, occupational provisions were financed by the employer and the employee at a ratio of 2/3 to 1/3.
7 Regular contribution of CHF 156 648 and a subsequent contribution of CHF 598 500 in accordance with the pension fund regulations due to the increase in the insured income.
8 All contributions are gross contributions, i.e. they include employee contributions to AHV/IV/ALV. Employer contributions to AHV/IV/ALV amounted to a total of
CHF 1 223 286 in the year under review.


Amounts in CHF 
  Performance Share Units (PSUs)10,11
 
Number

Amount
Aggregate total
incl. PSUs (amount)
Rolf Dörig, Group CEO until 08.05.2008, BoD Delegate from 09.05.2008 9
  01 817 462
Bruno Pfister, CEO International until 08.05.2008, Group CEO from 09.05.2008
  5 9241 062 1732 870 514
Other members of Corporate Executive Board
  17 7713 186 3418 168 711
Total Corporate Executive Board
  23 6954 248 51412 856 687
9 In 2008 no PSUs were allocated to Rolf Dörig as a result of his transfer from the Corporate Executive Board to the Board of Directors.
10 The PSUs represent future subscription rights that entitle the individuals concerned to receive Swiss Life Holding shares after a period of three years, provided the relevant conditions are then met. Depending on the fulfilment during the three-year term of the two performance criteria defined, the number of PSUs can increase by a factor of 1.5 or drop to zero.
11 The allocation of PSUs as at 01.04.2008 was effected at a fair value of CHF 179.30, as calculated by an independent consultancy firm.


Table as per annual report 2008

The table published in the Annual Report 2008 included the cash bonus granted for the 2007 financial year and paid out in 2008, and the variable compensation in shares for the 2007 financial year. The footnote states, however, that the members of the Board of Directors would not receive any cash bonus or variable compensation in shares for the 2008 financial year.

Amounts in CHF 
  Compensation in cashCompensation in shares for 20074
 


Salary


Bonus for 2007
paid in 2008
2


Other
compensation
3

Total
compensation
in cash



Number



Amount
Total
compensation
in cash and
shares (amount)
Rolf Dörig, Group CEO until 08.05.2008, BoD Delegate from 09.05.2008  1
  1 525 000 1 250 000 96 806 2 871 806 1 905 441 455 3 313 261
Bruno Pfister, CEO International until 08.05.2008, Group CEO from 09.05.2008
  1 000 000 850 000 53 193 1 903 193 1 587 367 764 2 270 957
Other members of Corporate Executive Board 5
  3 908 0572 600 000260 8936 768 9504 232980 7037 749 653
Total Corporate Executive Board
  6 433 0574 700 000410 89211 543 9497 7241 789 92213 333 871
1 Group CEO until 08.05.2008, BoD Delegate from 09.05.2008. Salary / compensation in cash was fixed at CHF 1 200 000 per year for the position of BoD Delegate.
2 The bonus paid in 2008 relates to the 2007 financial year. No bonus was paid for the 2008 financial year.
3 Child allowances (CHF 12 830), allowances for years of service (CHF 31 570), company cars (CHF 110 221), premium contributions to 3rd-pillar pension plans (CHF 174 401), other (CHF 81 870), each in total.
4 The allocation of shares for the 2007 financial year was effected on 31.03.2008 at economic value, which is equal to the tax value (CHF 231.7351), taking into account a blocking period of three years . The share price on the day of allocation was CHF 276.00. No variable compensation in shares was paid out for the 2008 financial year.
5 Eight individuals were taken into account in the period under review. Compensation for 2008 membership of the Corporate Executive Board was disclosed on a pro-rata basis for Manfred Behrens, Charles Relecom, Paul Müller, Ivo Furrer and Klaus Leyh.


Amounts in CHF 
  Expenditure for occupational provisions
 



Regular
contributions
6




Extraordinary
contributions
Aggregate total
compensation in cash
and in shares and
occupational
provisions expense
(amount)
7
Rolf Dörig, Group CEO until 08.05.2008, BoD Delegate from 09.05.2008
  195 6563 508 917
Bruno Pfister, CEO International until 08.05.2008, Group CEO from 09.05.2008 8
  755 1483 026 105
Other members of Corporate Executive Board
  813 4208 563 073
Total Corporate Executive Board
  1 764 22415 098 095
6 Regular annual employer contribution and subsequent contributions. Pursuant to the pension fund regulations, occupational provisions were financed by the employer and the employee at a ratio of 2/3 to 1/3.
7 All contributions are gross contributions, i.e. they include employee contributions to AHV/IV/ALV. Employer contributions to AHV/IV/ALV amounted to a total of CHF 1 223 286 in the year under review.
8 Regular contribution of CHF 156 648 and a subsequent contribution of CHF 598 500 in accordance with the pension fund regulations due to the increase in the insured income.


Amounts in CHF 
  Performance Share Units (PSUs)10,11
 
Number

Amount
Aggregate total
incl. PSUs (amount)
13
Rolf Dörig, Group CEO until 08.05.2008, BoD Delegate from 09.05.2008 9
  03 508 917
Bruno Pfister, CEO International until 08.05.2008, Group CEO from 09.05.2008 10
  5 9241 062 1734 088 278
Other members of Corporate Executive Board
  17 7713 186 34111 749 414
Total Corporate Executive Board
  23 6954 248 51419 346 609
9 In 2008 no PSUs were allocated to Rolf Dörig as a result of his transfer from the Corporate Executive Board to the Board of Directors. Disregarding the cash bonus paid for the 2007 financial year and the variable compensation in shares, the total compensation paid to Rolf Dörig for 2008 amounted to CHF 1 817 462.
10 Disregarding the cash bonus paid for the 2007 financial year and the variable compensation in shares, the total compensation paid to Bruno Pfister for 2008 amounted to
CHF 2 870 514.
11 The PSUs represent future subscription rights that entitle the individuals concerned to receive Swiss Life Holding shares after a period of three years, provided the relevant conditions are then met. Depending on the fulfilment during the three-year term of the two performance criteria defined, the number of PSUs can increase by a factor of 1.5 or drop to zero.
12 The allocation of PSUs as at 01.04.2008 was effected at a fair value of CHF 179.30, as calculated by an independent consultancy firm.
13 Including a cash bonus for 2007, paid in 2008, and a variable compensation component in shares for 2007, allocated in 2008. For the 2008 financial year, no cash bonus and no variable compensation in shares was paid to the members of the Corporate Executive Board.


SHARE OWNERSHIP/PARTICIPATION RIGHTS AS AT 31.12.2009 — As at the balance sheet date, current members of the Board of Directors and Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding Ltd shares and future subscription rights to Swiss Life Holding Ltd shares in the form of Performance Share Units (PSUs).

BOARD OF DIRECTORS
SLH shares
31.12.2009
Rolf Dörig, Chairman of the Board of Directors
33 277
Gerold Bührer
2 485
Frank Schnewlin
188
Volker Bremkamp
1 267
Paul Embrechts
945
Rudolf Kellenberger
1 286
Carsten Maschmeyer
1 620 730
Henry Peter
2 025
Peter Quadri
1 725
Franziska Tschudi
945
Total Board of Directors
1 664 873
1 Rolf Dörig owns an additional 6717 PSUs, which were allocated to him under the 2007 equity programme for his former role of Group CEO. They represent future subscription rights that entitle him to receive SLH shares after a period of three years, provided that the relevant conditions are then met. Following his election to the Board of Directors on
8 May 2008 and resultant resignation from the Corporate Executive Board, Rolf Dörig was not allocated any further PSUs in 2008 or 2009.


CORPORATE EXECUTIVE BOARD
SLH shares
31.12.2009
Bruno Pfister, Group CEO
9 068
Manfred Behrens
698
Thomas Buess
1 000
Patrick Frost
2 013
Ivo Furrer
0
Klaus Leyh
53
Charles Relecom
0
Total Corporate Executive Board
12 832


Performance Share Units (PSUs) as future subscription rights to SLH shares
31.12.20091
Bruno Pfister, Group CEO
18 022
Manfred Behrens
6 092
Thomas Buess
1 600
Patrick Frost
7 815
Ivo Furrer
4 475
Klaus Leyh
1 873
Charles Relecom
3 385
Total Corporate Executive Board
43 262
1 Total number of PSUs allocated in the years 2007, 2008 and 2009 in connection with the relevant equity compensation plan. The PSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are then met.


SHARE OWNERSHIP/PARTICIPATION RIGHTS AS AT 31.12.2008 — As at the balance sheet date, current members of the Board of Directors and Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding Ltd shares and future subscription rights to Swiss Life Holding Ltd shares in the form of Performance Share Units (PSUs).

Board of directors
SLH shares
31.12.2008
Bruno Gehrig, Chairman of the Board of Directors
2 021
Gerold Bührer
2 166
Volker Bremkamp
1 043
Paul Embrechts
776
Rudolf Kellenberger
1 022
Henry Peter
1 856
Peter Quadri
1 556
Pierfranco Riva
3 181
Franziska Tschudi
776
Rolf Dörig, Group CEO until 08.05.2008, BoD Delegate from 09.05.2008 1
Total Board of Directors
14 397
1 Share ownership and the number of PSUs are shown in their entirety under the relevant details for the Corporate Executive Board (see tables on next page).


Corporate executive board
SLH shares
31.12.2008
Rolf Dörig, Group CEO until 08.05.2008, BoD Delegate from 09.05.2008
28 607
Bruno Pfister, CEO International until 08.05.2008, Group CEO from 09.05.2008
8 841
Manfred Behrens
698
Patrick Frost
1 615
Ivo Furrer
0
Reto Himmel
2 010
Klaus Leyh
53
Thomas Müller
1 065
Charles Relecom
0
Total Corporate Executive Board
42 889


Performance Share Units (PSUs) as future subscription rights to SLH shares
31.12.20081
Rolf Dörig, Group CEO until 08.05.2008, BoD Delegate from 09.05.2008
13 870
Bruno Pfister, CEO International until 08.05.2008, Group CEO from 09.05.2008
17 483
Manfred Behrens
4 263
Patrick Frost
6 610
Ivo Furrer
1 975
Reto Himmel
11 258
Klaus Leyh
373
Thomas Müller
7 543
Charles Relecom
1 502
Total Corporate Executive Board
64 877
1 Total number of PSUs allocated in the years 2006, 2007 and 2008 in connection with the relevant equity compensation plan. The PSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are then met.