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
  31.12.2010 31.12.2009
Swiss Life AG, Zürich
  CHF 587 350 100.00% CHF 587 350 100.00%
Swiss Life Beteiligungs GmbH, Hannover
  EUR 25 100.00% EUR 25 100.00%
Swiss Life Intellectual Property Management AG, Zürich
  CHF 250 100.00% CHF 250 100.00%
Swiss Life International Holding AG, Zürich
  CHF 1 000 100.00% CHF 1 000 100.00%
Swiss Life Investment Management Holding AG, Zürich
  CHF 50 000 100.00% CHF 50 000 100.00%
Swiss Life Products (Luxembourg) S.A., Strassen
  EUR 60 031 100.00%
Swiss Life Selection AG, Zürich
  CHF 250 100.00%


Participations — The foreign insurance companies are grouped together in Swiss Life International Holding AG. For this reason, equity participation in Swiss Life Products (Luxembourg) SA was transferred to Swiss Life International Holding AG and not recognised in profit or loss. In addition, equity participation in Swiss Life Selection Ltd was merged with Swiss Life Asset Management Ltd.

LOANS TO GROUP COMPANIES — CHF 178 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  
  31.12.2010 31.12.2009
Talanx AG
  9.31% 9.31%
Carsten Maschmeyer & Sons
  5.05% 5.05%


SHARE CAPITAL — As at 31 December 2010, the share capital of Swiss Life Holding consisted of 32081054 fully-paid shares with a par value of CHF 9.60 each. In exercising voting rights, no shareholder can collect more than 10% of the total share capital directly or indirectly in respect of his own shares and those he represents. As at 31 December 2009, Swiss Life Holding had 32081054 registered shares outstanding with a par value of CHF 12 per share. Conditional share capital was CHF 22 650 105.60 as at 31 December 2010 (2009: CHF 28 312 632.00).

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 comprise 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 convertible bonds were repaid on 10 June 2010. The outstanding nominal value was CHF 43 million.

In 2010, 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 11 217 Swiss Life Holding shares at an average price of CHF 106.16. In the same period, they sold 74 819 shares at an average price of CHF 131.82. As at 31 December 2010, the Swiss Life Group held 168 556 treasury shares.

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

CONTINGENCIES — Swiss Life Holding acts as warrant or 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 1847 million at the balance sheet date.

Swiss Life Holding further gives several capital guarantees for a maximum net asset value of CHF 150 million to Swiss Life Funds, CHF 150 million to Swiss Life Funds (Lux) Management Company, CHF 100 million to Swiss Life Products and CHF 400 million to Swiss Life Ltd.

STATEMENT OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 December
In CHF million  
  2010 2009
 
Share capital
 
Balance as at 1 January
  385 596
Reduction in par value (incl. cancellation of treasury shares)
  –77 –211
Total share capital
  308 385
 
Legal reserves
 
General reserves
 
Balance as at 1 January
  1 139 1 139
Total general reserves
  1 139 1 139
Reserve for treasury shares
 
Balance as at 1 January
  25 1 167
Allocation to reserve for treasury shares
  –6 –1 142
Total reserve for treasury shares
  19 25
Total legal reserves
  1 158 1 164
 
Free reserves
 
Balance as at 1 January
  2 939 43
Allocation to free reserves
  40 1 920
Reserve for own shares (incl. reduction in par value)
  7 976
Total free reserves
  2 986 2 939
 
Profit shown in the balance sheet
 
Balance as at 1 January
  44 1 924
Allocation to free reserves
  –40 –1 920
Net profit
  200 40
Total profit shown in the balance sheet
  204 44
 
Total equity
  4 656 4 532


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 (co) ART. 663BBIS AND ART. 663C

COMPENSATION IN 2010 — The specifications below take into consideration the transparency regulations relating to compensation set out in the Swiss Code of Obligations Art. 663bbis and Art. 663c and the directives on information relating to corporate governance issued by the SIX Swiss Exchange as well as Circular 2010/1 of the Swiss Financial Market Supervisory Authority FINMA on minimum standards for remuneration schemes of financial institutions. Further information on compensation and benefit expenditure can be found in the Corporate Governance chapter and in the Consolidated Financial Statements (Notes 24 and 31).

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 of 2009. The variable compensation to the Corporate Executive Board members, payable as a cash bonus for the 2010 financial year, which was determined by the Board of Directors at the beginning of 2011, is published in the compensation tables on an accrual basis as compensation for 2010. Likewise, the variable compensation payable in the form of blocked shares amounting to 10% of the fixed compensation, which was allocated to members of the Board of Directors at the beginning of 2011, is shown as part of the compensation for 2010.

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

COMPENSATION POLICY PRINCIPLES — The Board of Directors as a whole is responsible for establishing guidelines on the Group’s compensation policy (incl. bonuses and equity compensation plans) and on employee benefit institutions. 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 in line with the market environment and must be competitive. The individual overall compensation takes into account the employee’s professional skills, engagement and personal performance. It is made up of a basic salary, a variable bonus based on achievement of the annual objectives, which is generally paid in cash and possibly in shares, as well as a deferred mid- to long-term salary component (equity compensation plan) and contributions for occupational provisions and risk insurance.

The salary is determined according to the employee’s function and skill set, and is annually reassessed and adjusted if appropriate. Salary comparison studies and recognised job evaluation systems are used to check appropriateness and to ensure internal and external comparability.

 
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The variable compensation 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 and possibly in shares is based on achievement of the annual objectives. It is determined on the basis of the actual performance of individuals or teams (performance-linked payment) in relation to the objectives set and the Swiss Life Group’s annual result (share in the company’s success). Quantitative and qualitative performance is also always assessed on the basis of the competencies required for the function held, such as professional expertise, entrepreneurship, task fulfilment, cooperation and leadership. 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.

The share in the company’s success is measured using quantitative Group objectives (Key Performance Indicators, KPIs). The main KPIs, besides the key figures relating to annual profit, costs, business volume, return on equity and solvency, are the profitability of in-force and new business and margin development.

Personal performance based on the specified quantitative and qualitative objectives is assessed annually in the employee appraisal procedure implemented throughout the Group (Group Performance System, GPS). Two assessment elements/models are used for determining objectives and evaluating performance: the Group Objectives Model (GOM) relating to qualitative and quantitative objectives and the Group Competency Model (GCM) for measuring and assessing individual competencies.

For persons responsible for risk management and risk control, the quantitative objectives are set in such a way that performance is not linked to the result of the monitored business unit, specific products or transactions.

In order to be eligible for any variable compensation, a GPS target achievement of at least 80% is required.

Permanent employment contracts in Switzerland contain notice periods of between three and twelve months, depending on position and seniority. All current employment contracts with members of the Corporate Executive Board in Switzerland specify a notice period of twelve months. Contracts abroad are adapted to local circumstances.

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 appropriate proposals. The Board of Directors also establishes the guidelines for the Group’s compensation policy. In doing so, it takes into consideration the compensation policies of other companies in the financial services industry, drawing its findings from publicly available information and, as necessary, studies by external experts. Comparable companies in the insurance sector in Switzerland used for the purposes of providing relevant information for the current compensation policy included Allianz, AXA, Baloise Insurance, Swiss Re and Zurich Financial Services.

The Board of Directors as a whole sets the level and distribution of the variable compensation pool for all employees on the basis of its compensation policy guidelines and taking into consideration a proposal by the Nomination and Compensation Committee. When determining the level of the allocation to the compensation pool, it takes into consideration the annual result, as well as medium-term planning and the degree of target achievement. The Board of Directors as a whole is also responsible for determining the individual compensation of members of the Corporate Executive Board. It carries out a semi-annual performance assessment of all members of the Corporate Executive Board, based on preparatory work by the Nomination and Compensation Committee. In addition, current aspects of HR policy and in particular succession planning are regularly discussed at meetings of the Board of Directors.

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, additional compensation in cash anda variable compensation component in the form of blocked shares amounting to 10% of the fixed compensation.

The basic compensation, which is paid 80% in cash and 20% in blocked Swiss Life Holding shares, takes into account 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 the Swiss Life Group’s business operations have proved successful, a further, variable compensation component of up to a maximum of 15% of the fixed compensation may be remitted in the form of blocked Swiss Life Holding shares; this is 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 is also always published upon allocation.

As Chairman of the Board of Directors, Rolf Dörig is affiliated to the employee benefits institutions of Swiss Life for the purpose of occupational provisions. No such affiliation exists for other members of the Board of Directors and no contributions have been made on their behalf.

COMPENSATION TO MEMBERS OF THE CORPORATE EXECUTIVE BOARD — Compensation remitted to members of the Corporate Executive Board in the year under review comprises the basic salary, a variable bonus in cash and other compensation (child allowances, company cars, premium contributions to 3rd pillar pension plans). The members of the Corporate Executive Board also take part in a medium to long-term equity compensation plan, which is described in more detail below. They are insured for occupational benefits with Swiss Life’s employee benefits institutions.

Salary is determined annually by the Board of Directors, on the basis of a proposal by the Nomination and Compensation Committee, taking into account the individual member’s function-related responsibility and the current market conditions.

The variable cash bonus is determined by the Board of Directors in accordance with the described compensation policy principles and based on the company result and the achievement of personal goals assessed in the employee appraisal procedure implemented throughout the Group (Group Performance System, GPS). The bonus is set at a maximum of 35% of total compensation (“bonus cap”) and requires that all objectives have been considerably exceeded.

 
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At Corporate Executive Board level, the amount of the bonus depends 60% directly on the company’s success. As mentioned above, the following key figures are included in the Key Performance Indicators (KPIs) used to assess company success: the annual profit, costs, business volume, return on equity and solvency, as well as the profitability of in-force and new business and margin performance. The weighting of the individual KPIs is determined by the Board of Directors. 40% of the bonus is based on Corporate Executive Board members’ achievement of specified personal goals. On the one hand, these personal goals are linked back to the company’s success, in that each Corporate Executive Board member has to meet personal quantitative objectives contributing to the company’s success in relation to his division. On the other hand, the personal goals cover qualitative factors, namely project targets, risk management and compliance goals, as well as requirements relating to leadership and to supporting and further developing corporate culture.

An equity compensation plan exists as a mid- to long-term remuneration component for members of the Corporate Executive Board and other senior management members of the Swiss Life Group. Based on this plan, participants are granted future subscription rights to Swiss Life Holding shares in the form of Performance Share Units (PSUs). These subscription rights entitle them to receive Swiss Life Holding shares free of charge after a period of three years has elapsed, insofar as the relevant prerequisites have been satisfied at that point. The granting of this compensation component is in any case deferred for three years from the date of allocation until possible subscription of the shares and thus takes into consideration development in the meantime.

Pursuant to the regulations of the 2008, 2009 and 2010 equity compensation plans, two objective performance criteria have been defined, each weighted at 50%. 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 shares 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). 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. 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 (2008 and 2009 plans) or 2.0 (2010 plan) or drop to zero.

The number of PSUs entitling the participant to receive shares after the three-year term is determined in accordance with the following: One half of the PSUs allocated is multiplied by the factor resulting from the TSR Swiss Life Holding target being met, and the other half by the factor resulting from the TSR Outperformance target being met. The factor is 1 or 100%, if a performance of 30% (2008 and 2009 plans) or 35% (2010 plan) is achieved for the first performance criterion, the TSR Swiss Life Holding. Interim values are determined by linear interpolation. In the case of the second performance criterion, TSR Outperformance, the factor is 1 or 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.

Performance requirements for the 2010 equity compensation plan have been increased over the 2008 and 2009 plans to the extent that 35% performance (previously 30%) is required in the TSR Swiss Life Holding for factor 1 and at least 50% performance (previously 40%) for the maximum factor. The maximum factor has in turn been increased from 1.5 or 150% to 2 or 200%.

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. The value of the PSUs allocated is a maximum of 35% of total compensation and requires that all objectives have been considerably exceeded.

 
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From 2011, participants in the equity compensation plan will be allocated Restricted Share Units (RSUs) instead of PSUs. As with PSUs, RSUs grant the holder future subscription rights, entitling them to receive Swiss Life Holding shares free of charge after a three-year period has elapsed, but without any additional performance leverage. The attribution of shares after the expiry of the three-year deferral period will be effected in future on a 1:1 basis (1 RSU = 1 share): the plan is therefore very simple and the process transparent throughout the whole term. The value of RSUs during the three-year term develops linear with the Swiss Life Holding share price and thus systematically corresponds with shareholder interests.

If the participant’s employment relationship is terminated during the term of the RSU, the future subscription rights expire worthless. The plan also provides for adjustment and reclaiming mechanisms (clawback) in the following cases: negative impact of the key figures applying to the allocation of RSUs due to a restatement of the annual accounts or damage to Swiss Life as a result of a violation of statutory, regulatory or compliance standards by participants of the RSU plan.

PERSONNEL CHANGES TO THE BOARD OF DIRECTORS AND THE CORPORATE EXECUTIVE BOARD IN 2010 — There was one resignation from the Board of Directors in the period under review. After serving for seven years on the Swiss Life Board of Directors, Rudolf Kellenberger announced his resignation with effect from the General Meeting of Shareholders of 6 May 2010.

There were no personnel changes on the Corporate Executive Board during the year under review.

COMPENSATION TO THE BOARD OF DIRECTORS IN 2010 — The compensation table below shows the variable compensation in blocked shares for the 2010 financial year which was determined by the Board of Directors at the beginning of 2011. It is disclosed on an accrual basis as compensation for 2010.

For comparison purposes, the corresponding details of the compensation for 2009, as published in the Annual Report 2009, are shown in a separate table below the compensation table for 2010.

Amounts in CHF  
  Compensation in cash Compensation in blocked shares2 Expenditure for occupational provisions
 






Basic
compen-
sation






Additional
compen-
sation





Total
compen-
sation
in cash




As part
of basic
compen-
sation
Number



As variable
compen-
sation for
2010 finan-
cial year
Number








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







Regular
contri-
butions
3





Extra-
ordinary
contri-
butions






Aggregate
total
(amount)
Rolf Dörig, Chairman of the Board of Directors
  960 000 0 960 000 1 970 761 302 399 1 262 399 195 656 1 458 055
Gerold Bührer
  144 000 110 000 254 000 297 184 54 771 308 771
Frank Schnewlin
  144 000 30 000 174 000 297 134 48 146 222 146
Volker Bremkamp
  96 000 30 000 126 000 198 96 20 262 146 262
Paul Embrechts
  72 000 10 000 82 000 149 64 23 723 105 723
Rudolf Kellenberger 1
  50 000 4 167 54 167 110 0 10 501 64 668
Carsten Maschmeyer 5
  62 668 10 000 72 668 131 56 20 723 93 391
Henry Peter
  72 000 10 000 82 000 149 64 23 723 105 723
Peter Quadri
  72 000 10 000 82 000 149 64 23 723 105 723
Franziska Tschudi
  82 668 10 000 92 668 169 72 26 988 119 656
Total Board of Directors
  1 755 336 224 167 1 979 503 3 619 1 495 554 959 2 534 4624 195 656 2 730 118
1 Left 06.05.2010.
2 The compensation in shares was, on the one hand, part of the basic compensation (3619 shares in total) and, on the other, variable compensation in shares for the 2010 financial year, allocated in 2011 (1495 shares in total). The allocation of shares was effected on 18.06.2010, 15.12.2010 and 04.03.2011 at economic value, which is equal to the tax value (CHF 95.464, CHF 110.242 and CHF 132.492 respectively), taking into account the blocking period of three years. The share prices (closing prices) on the days of allocation were CHF 113.70, CHF 131.30 and
CHF 157.80 respectively.
3 Pursuant to the fund regulations, occupational provisions were financed by the employer and the employee at a ratio of 2/3 to 1/3.
4 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 139 793 in the year under review.
5 In the year under review, AWD Holding AG paid a total of EUR 44 625 in consulting fees for services provided to the AWD Group to a company in which the Board of Directors member Carsten Maschmeyer has an important shareholding.


COMPENSATION TO THE BOARD OF DIRECTORS IN 2009 — The members of the Board of Directors did not receive any variable compensation in shares for the 2009 financial year. All shares allotted in this financial year form part of the basic compensation, which was paid 80% in cash and 20% in shares with a blocking period of three years.

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



Basic
compen-
sation



Additional
compen-
sation


Total
compen-
sation
in cash

As part
of basic
compen-
sation
Number
As variable
compen-
sation for
2009 finan-
cial year
Number





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




Regular
contri-
butions
6


Extra-
ordinary
contri-
butions



Aggregate
total
(amount)
Rolf Dörig, Chairman of the Board of Directors  1
  1 121 132 0 1 121 132 1 093 117 558 1 238 690 195 656 1 434 346
Gerold Bührer
  138 667 110 000 248 667 319 29 139 277 806
Frank Schnewlin 2
  96 000 20 000 116 000 188 20 220 136 220
Volker Bremkamp
  96 000 30 000 126 000 224 20 207 146 207
Paul Embrechts
  72 000 10 000 82 000 169 15 248 97 248
Rudolf Kellenberger
  114 667 10 000 124 667 264 24 180 148 847
Carsten Maschmeyer 2
  48 000 6 667 54 667 94 10 110 64 777
Henry Peter
  72 000 10 000 82 000 169 15 248 97 248
Peter Quadri
  72 000 10 000 82 000 169 15 248 97 248
Franziska Tschudi
  72 000 10 000 82 000 169 15 248 97 248
Bruno Gehrig 3
  231 250 41 667 272 917 0 272 917 43 678 316 595
Pierfranco Riva 4
  30 000 4 167 34 167 82 6 369 40 536
Total Board of Directors
  2 163 716 262 501 2 426 217 2 940 288 775 2 714 9927 239 334 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 was part of the basic compensation (2940 shares in total). 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 the 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 was 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 CORPORATE EXECUTIVE BOARD IN 2010 — The compensation table below shows the bonus in cash for the 2010 financial year which was determined by the Board of Directors at the beginning of 2011. It is disclosed on an accrual basis as compensation for 2010.

The members of the Corporate Executive Board did not receive any compensation in shares for the 2010 financial year. They are participating in the current equity compensation plan, which provides for the allocation of Performance Share Units.

For comparison purposes, the corresponding details of the compensation for 2009, as published in the Annual Report 2009, are shown in a separate table below the compensation table for 2010.

Amounts in CHF  
  Compensation in cash Compensation in shares 2010
 


Salary


Bonus for 2010
paid in 2011
2


Other
compensation
3

Total
compensation
in cash



Number



Amount
Total
compensation
in cash and shares
(amount)
Bruno Pfister, Group CEO
  1 237 530 1 200 000 47 905 2 485 435 0 2 485 435
Other members of Corporate Executive Board 1
  3 627 025 3 275 000 213 535 7 115 560 0 7 115 560
Total Corporate Executive Board
  4 864 555 4 475 000 261 440 9 600 995 0 9 600 995
1 Six individuals were taken into account in the period under review.
2 The bonus paid in 2011 relates to the 2010 financial year.
3 Child allowances (CHF 12 150), allowance for years of service (CHF 45 840), company cars (CHF 102 363), premium contributions to 3rd pillar pension plans (CHF 91 413), other (CHF 9674), each in total.


Amounts in CHF  
  Expenditure for occupational provisions
 



Regular
contributions
4



Extra-
ordinary
contributions
Aggregate total
compensation in cash
and in shares and
occupational
provisions expense
(amount)
7
Bruno Pfister, Group CEO 5
  234 220 0 2 719 655
Other members of Corporate Executive Board 6
  976 910 0 8 092 470
Total Corporate Executive Board
  1 211 130 0 10 812 125
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 Regular contribution of CHF 185 230 and supplementary payment of CHF 48 990 in accordance with the pension fund regulations due to an increase in insured salary.
6 Regular contribution of CHF 848 645 and supplementary payment of CHF 128 265 in accordance with the pension fund regulations due to an increase in insured salary.
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 401 435 in the year under review.


Amounts in CHF  
  Performance Share Units (PSU)8,9
 
Number

Amount
Aggregate total
incl. PSUs (amount)
Bruno Pfister, Group CEO
  6 500 974 870 3 694 525
Other members of Corporate Executive Board
  18 200 2 729 636 10 822 106
Total Corporate Executive Board
  24 700 3 704 506 14 516 631
8 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 2.0 or drop to zero.
9 The allocation of PSUs as at 01.04.2010 was effected at a fair value of CHF 149.98, as calculated by an independent consultancy firm.


COMPENSATION TO THE CORPORATE EXECUTIVE BOARD IN 2009 — The compensation table below shows the bonus in cash for the 2009 financial year which was determined by the Board of Directors at the beginning of 2010. It is disclosed on an accrual basis as compensation for 2009.

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

Amounts in CHF  
  Compensation in cash Compensation 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.


SHARE OWNERSHIP/PARTICIPATION RIGHTS AS AT 31.12.2010 — As at the balance sheet date, acting members of the Board of Directors and the Corporate Executive Board (including closely related parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding shares in the form of Performance Share Units (PSUs).

Board of Directors
SLH shares
31.12.2010
Rolf Dörig, Chairman of the Board of Directors
35 247
Gerold Bührer
2 782
Frank Schnewlin
485
Volker Bremkamp
1 465
Paul Embrechts
1 094
Carsten Maschmeyer
1 620 861
Henry Peter
2 174
Peter Quadri
1 874
Franziska Tschudi
1 114
Total Board of Directors
1 667 096


Corporate Executive Board
SLH shares
31.12.2010
Bruno Pfister, Group CEO
9 068
Manfred Behrens
698
Thomas Buess
2 500
Patrick Frost
4 013
Ivo Furrer
0
Klaus Leyh
53
Charles Relecom
0
Total Corporate Executive Board
16 332


Performance Share Units (PSUs) as future subscription rights to SLH shares
31.12.20101
Bruno Pfister, Group CEO
18 924
Manfred Behrens
8 407
Thomas Buess
4 800
Patrick Frost
9 149
Ivo Furrer
7 675
Klaus Leyh
4 196
Charles Relecom
5 400
Total Corporate Executive Board
58 551
1 Total number of PSUs allocated in the years 2008, 2009 and 2010 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 31.12.2009 — As at the balance sheet date, acting members of the Board of Directors and the Corporate Executive Board (including closely related parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding 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 1
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 compensation plan 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.