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 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, it is ensured that, in so far as possible, an equal number of members will come up for re-election every year. If a member resigns during his 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, no member of Swiss Life Holding’s Board of Directors exercised any duties relating to operational management within the Swiss Life Group. Furthermore, no such duties were exercised by any Board members during the three financial years preceding the reporting period, with two exceptions: Rolf Dörig, who held the position of Chairman of the Group’s Corporate Executive Board until his election to the Board of Directors in May 2008, and Carsten Maschmeyer, who was Co-CEO of AWD until March 2009.

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 Ltd.

Prior to accepting appointments to the Board of Directors of other companies, the members of Swiss Life Holding’s Board of Directors must receive the approval of the Board of Directors at Swiss Life Holding. Information on additional board mandates held by individual members of the Board of Directors is presented in the following.

MEMBERS OF THE BOARD OF DIRECTORS — On the balance sheet date of 31 December 2010, the Board of Directors was composed of the following members:

Name Main function Additional functions Year appointed/
re-elected
Elected until
Rolf Dörig
Chairman Chairman's and Corporate Governance Committee, Chairman 2008 2011
Gerold Bührer
1st Vice Chairman Chairman's and Corporate Governance Committee Investment and Risk Committee, Chairman Nomination and Compensation Committee 2002/2003/
2005/2008
1
2011
Frank Schnewlin
2nd Vice Chairman Chairman's and Corporate Governance Committee Investment and Risk Committee Nomination and Compensation Committee, Chairman 2009 2012
Volker Bremkamp
Member Audit Committee, Chairman 2003/2004/
2007/2010
2013
Paul Embrechts
Member Investment and Risk Committee 2003/
2005/2008
2011
Carsten Maschmeyer
Member Investment and Risk Committee 2009 2012
Henry Peter
Member Audit Committee 2006/2009 2012
Peter Quadri
Member Audit Committee 2003/2004/
2007/2010
2013
Franziska Tschudi
Member Audit Committee Nomination and Compensation Committee 2003/
2005/2008
2011
1 Member of the Board of Directors of Swiss Life Ltd since 2000