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). The Swiss Life Holding’s Financial Statements are presented in millions of Swiss francs (CHF), which is the presentation currency. Figures may not add up exactly due to rounding.
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
  31.12.2012 31.12.2011
Swiss Life AG, Zürich
  CHF 587 350 100.00% CHF 587 350 100.00%
Swiss Life Deutschland Holding 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 Schweiz Holding AG, Zürich
  CHF 250 100.00%


LOANS TO GROUP COMPANIES
CHF 331 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  
  31.12.2012 31.12.2011
Talanx AG
  9.27% 9.27%


SHARE CAPITAL
As at 31 December 2012, the share capital of Swiss Life Holding consisted of 32 081 054 fully-paid shares with a par value of CHF 5.10 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 2011, Swiss Life Holding had 32 081 054 registered shares outstanding with a par value of CHF 5.10 per share. Conditional share capital was CHF 12 032 868.60 as at 31 December 2012 (2011: CHF 12 032 868.60).

LEGAL RESERVES
Legal reserves comprise the general reserves (plus the additional paid-in capital in excess of the par value, net of transaction costs), the reserve for treasury shares (equivalent in value to own Swiss Life Holding shares held by the Swiss Life Group) and the capital contribution reserve of CHF 1389 million. Following the distribution of CHF 4.50 per share, the capital contribution reserve was reduced by CHF 144 million during the year under review from CHF 1533 million to CHF 1389 million as at 31 December 2012. Of this amount CHF 1219 million is recognised by the Federal Tax Administration, while the legal qualification of CHF 170 million is still open and is to be reassessed according to future legal developments.

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.

TREASURY SHARES
In the year under review the companies in the Swiss Life Group purchased a total of 10 000 Swiss Life Holding shares at an average price of CHF 122.62. In the same period, they sold 10 000 shares at an average price of CHF 123.95. As at 31 December 2012, the Swiss Life Group held 150 352 treasury shares.

PERSONNEL EXPENSES
No direct personnel expenses 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 3078 million at the balance sheet date.

Swiss Life Holding further gives several capital guarantees for a maximum net asset value of CHF 1100 million to Swiss Life Ltd, CHF 150 million to Swiss Life Funds, CHF 150 million to Swiss Life Funds (Lux) Management Company and CHF 97 million to Swiss Life Products.

In addition, Swiss Life Holding grants a credit line of CHF 18 million to Swiss Life Products.

STATEMENT OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 December
In CHF million  
  2012 2011
 
Share capital
 
Balance as at 1 January
  164 308
Reduction in par value
  –144
Total share capital
  164 164
 
Legal reserves
 
General reserves
 
Balance as at 1 January
  32 1 139
Allocation to capital contribution reserve
  –1 107
Total general reserves
  32 32
Reserve for treasury shares
 
Balance as at 1 January
  26 19
Allocation to reserve for treasury shares
  –8 7
Total reserve for treasury shares
  17 26
Capital contribution reserve
 
Balance as at 1 January
  1 533
Allocation to capital contribution reserve
  1 533
Distribution of profit from the capital contribution reserve
  –144
Total capital contribution reserve
  1 389 1 533
Total legal reserves
  1 439 1 591
 
Free reserves
 
Balance as at 1 January
  2 753 2 986
Allocation to free reserves
  240 200
Reserve for treasury shares
  8 –7
Allocation to capital contribution reserve
  –426
Total free reserves
  3 002 2 753
 
Profit shown in the balance sheet
 
Balance as at 1 January
  242 204
Allocation to free reserves
  –240 –200
Net profit
  106 238
Total profit shown in the balance sheet
  107 242
 
Total equity
  4 712 4 750


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 2012
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 section on pages 48 to 59 and in the Consolidated Financial Statements (Notes 24 and 32) on pages 196 to 200 and 211.

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 previous years. The variable cash compensation to the Corporate Executive Board members (cash bonus and deferred compensation in cash) for the 2012 financial year, which was determined by the Board of Directors at the beginning of 2013, is published in the compensation tables on an accrual basis as compensation for the 2012 financial year. The members of the Board of Directors are granted exclusively fixed compensation, payable 70% in cash and 30% in Swiss Life Holding shares; the allocated shares are subject to a three-year blocking period.

The compensation received by each member of the Board of Directors and the compensation received by the Chairman of the Corporate Executive Board (Group CEO), who received the highest compensation of the members of the Corporate Executive Board during the period under review, 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. variable compensation 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 the basic salary, a variable bonus based on achievement of the annual objectives, which is generally paid in cash and possibly in shares, if applicable deferred compensation in cash and a mid- to long-term equity compensation plan, as well as 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.

Chart



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. They are based on the achievement of annual objectives defined in advance for a period of three years as part of medium-term planning and determined on the basis of the actual performance of individuals or teams (performance-linked payment) in relation to the objectives set and on the degree of achievement of the Swiss Life Group targets as reflected in its annual result (share in the company’s success). Quantitative and qualitative performance is assessed also 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 targets (Key Performance Indicators, KPIs), which are defined in advance for a period of three years as part of medium-term planning. The main KPIs, besides the key figures relating to annual profit, costs, business volume, investment return, return on equity and solvency, are the profitability of in-force and new business, margin performance and the share of non-traditional products in new business. In order to avoid conduct aimed at the short-term achievement of key indicators with a higher weighting, the individual KPIs are not mechanistically weighted in advance. Their individual weighting is determined at the end of each financial year by the Board of Directors as a whole on the basis of a proposal by the Nomination and Compensation Committee (NCC) taking all developments into account and consideration (discretionary decision).

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 and behaviour, incl. the compliance regulations.

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 specify a notice period of twelve months.

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 (for the internal organisation of the Board of Directors see Corporate Governance / Internal Organisational Structure, pages 37 to 40). The Board of Directors as a whole 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 studies by independent 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 Insurance Group.

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 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 an 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 Nomination and Compensation Committee and the Board of Directors as a whole.

The Board of Directors may consult independent professionals where deemed appropriate. In the year under review, Swiss Life was advised by PricewaterhouseCoopers (PwC) on the structuring of the equity compensation plan and the wording of the corresponding plan regulations.

COMPENSATION TO MEMBERS OF THE BOARD OF DIRECTORS
The members of the Board of Directors are granted exclusively fixed compensation, payable 70% in cash and 30% in Swiss Life Holding shares; the shares are subject to a three-year blocking period from the date of allocation.

The compensation 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, and is commensurate with the individual’s function and workload. The compensation is determined annually by the Board of Directors. The amount of compensation granted to members of the Board of Directors on an annual basis takes into consideration compensation paid to board members in comparable companies within the insurance sector (Allianz, AXA, Baloise Insurance, Swiss Re and Zurich Insurance Group).

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 comprises the basic salary, variable compensation in cash and other compensation (child allowances, company cars, premium contributions to 3rd pillar pension plans). The variable compensation in cash is allocated as a bonus and, if applicable, as deferred compensation in cash. The deferred compensation in cash is paid out after a period of three years has elapsed and provided that the regulatory requirements have been satisfied. In addition, a mid- to long-term compensation component is in place in the form of an equity compensation plan (RSU plan), which is linked to the performance of the Swiss Life Holding share price, respectively to medium-term planning and corresponding target achievement. The equity compensation plan grants an entitlement to Swiss Life Holding shares after a period of three years has elapsed and provided that the relevant requirements are satisfied at the time of allocation.

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 compensation components are 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 variable compensation in cash (cash bonus and, if applicable, deferred compensation in cash) is set at a maximum of 117% of the fixed basic salary (“bonus cap”) and requires that all objectives have been considerably exceeded. In the case of 100% target achievement, variable compensation in cash of 80% of the fixed basic salary is provided for at Corporate Executive Board level (“on-target bonus”), which can be reduced by the Board of Directors in consideration of all the circumstances.

In the same way the allocation of future subscription rights to Swiss Life Holding shares (equity compensation plan, RSU plan) is dependent on the respective target achievement. The cash bonus thereby serves as a reference value, whereby the deferred compensation components (RSU plan and, if applicable, deferred compensation in cash) are considered as a whole. The allocation of future subscription rights to Swiss Life Holding shares is also limited in value to 117% of the fixed basic salary or, if deferred compensation in cash is simultaneously allocated, to 64% of the fixed basic salary.

At Corporate Executive Board level, the amount of the variable compensation depends 60% directly on the company’s success. The Key Performance Indicators (KPIs) used to assess company success include, as mentioned above, key figures relating to annual profit, costs, business volume, investment return, return on equity and solvency, as well as the profitability of in-force and new business, margin performance and the share of non-traditional products in new business.

40% of the variable compensation 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 personalgoals 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.

Swiss Life achieved significant operational improvements during the year under review. Adjusted annual operating profit significantly exceeded expectations despite a very challenging economic, regulatory and political environment, increasing by 26% compared with the previous year. The reduction in reported profit is primarily due to the one-off effect caused by the writedown in AWD’s intangible assets. Furthermore, Swiss Life generated an investment result of CHF 5.7 billion and a resulting net investment return of 4.8%, as well as an investment performance of 8.5%, which is an excellent result also in a direct peer comparison. The cost targets were surpassed, business volume met expectations, and the share of non-traditional products in new business was increased beyond the target level. Profitability targets were only partly achieved due to the difficult market conditions, whereas return on equity and the solvency ratio came within the target range. As far as the weighting of these KPIs is concerned, the Board of Directors took the very good operating result and above-average investment result of 2012 into particular consideration in view of the very challenging market situation.

Within the framework of the compensation arrangements for members of the Corporate Executive Board, “deferred compensation in cash” was introduced as a new compensation component on 1 January 2012. On the basis of the corresponding regulations, the Board of Directors determines every year from what amount and, if applicable, what portion of the variable cash compensation is not paid immediately but is allocated in the form of “deferred compensation in cash”. As in the previous year, the Board of Directors determined that, for the 2012 financial year, as of a variable cash compensation level of CHF 500 000, a 23% share of the total variable cash compensation will be allocated as deferred compensation.

The allocated deferred compensation in cash represents an entitlement during the three-year deferral period. The underlying “deferred cash plan” also provides for adjustment and reclaiming mechanisms (clawback). Full or partial reduction of the deferred compensation is provided for in the following cases: negative impact of the key figures applying to the allocation of deferred compensation 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 plan. If the employment relationship is terminated by a participant during the three-year deferral period, the entitlements expire worthless (retention component).

As a mid-to long-term compensation component linked to the performance of the Swiss Life Holding share price, respectively to medium-term planning and corresponding target achievement, an equity compensation plan has been in place since 2004 for members of the Corporate Executive Board and other key performers within the Swiss Life Group, who are determined by the Corporate Executive Board with the approval of the Nomination and Compensation Committee. Based on this plan, participants are granted future subscription rights to Swiss Life Holding shares free of charge after a period of three years has elapsed and provided that the requirements under the plan are satisfied at that point.

Pursuant to the regulations of the 2010 equity compensation plan, future subscription rights were allocated in the form of so-called Performance Share Units (PSUs), whereby share allocation after expiry of the three-year period was based on two objective performance criteria, 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 under the 2010 equity compensation plan can increase by up to a factor of 2.0 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 35% 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 (TSR Swiss Life Holding factor multiplied by one half of the PSUs and the TSR Outperformance factor multiplied by the other half) are added together. The sum is the number of PSUs, which translates into an entitlement to an equal number of Swiss Life Holding shares.

Since 2011 participants in the equity compensation plan have been 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 leverage effect. The attribution of shares after the expiry of the three-year deferral period is effected on a 1:1 basis (1 RSU = 1 share): the plan is therefore very simple, transparent throughout the whole term and directly linked to the performance of the Swiss Life Holding share price. The value of RSUs during the three-year term develops linear with the Swiss Life Holding share price and thus symmetrically corresponds with shareholder interests. The value of the RSUs allocated equals the fair value as at 1 April of the year of allocation and is determined by an independent consultancy company. 62 members of Swiss Life Group senior management participated in the 2011 equity compensation plan, in which a total of 68 370 RSUs were allocated; 23 630 in total to the Corporate Executive Board, of which 6350 to Bruno Pfister in his capacity as Group CEO. During the period under review, 55 members of Swiss Life Group senior management participated in the 2012 equity compensation plan. A total of 94 040 RSUs were allocated; 28 460 in total to the members of the Corporate Executive Board, of which 7100 RSUs to Bruno Pfister as Group CEO.

The new equity compensation plan, relating to the effective date of 1 April 2013, is based on the Group-wide programme “Swiss Life 2015”, which was announced at the Swiss Life Group’s Investors’ Day on 28 November 2012 (see www.swisslife.com/investorsday2012). On the basis of the medium-term planning 2013-2015, performance criteria relating to cost efficiency (50% weighting), the risk and fee result (25% weighting) and IFRS profit (25% weighting) have been determined by the Board of Directors. After expiry of the three-year period of the RSU plan, the target value for each performance criterion according to the medium-term planning 2013-2015 is compared with the actual result achieved. The share allocation corresponds to the number of allocated RSUs (1 RSU = 1 SLHN) if all three performance targets have been achieved or exceeded after the three-year period has elapsed; overperformance does not lead to a higher share allocation. If the targets are only partly achieved, the share allocation is correspondingly reduced based on the weighting of the performance target concerned or the RSUs expire worthless.

The attribution of mid- to long-term compensation components (RSU plan) is deferred for a period of three years from the date of allocation, as is the case with the deferred compensation in cash. Likewise, the RSU plans provide for adjustment and reclaiming mechanisms (clawback) in the event of a negative impact of the key figures applying to the allocation of deferred compensation 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. If the employment relationship is terminated by a participant during the three-year deferral period, the entitlements expire worthless.

PERSONNEL CHANGES TO THE BOARD OF DIRECTORS AND THE CORPORATE EXECUTIVE BOARD IN 2012
There were no resignations from the Board of Directors in the period under review. On 19 April 2012 Wolf Becke was elected to the Board of Directors of Swiss Life Holding.

There were no personnel changes on the Corporate Executive Board during 2012.

COMPENSATION TO THE BOARD OF DIRECTORS IN 2012
For comparison purposes, the corresponding details of the compensation for 2011, as published in the Annual Report 2011, are shown in a separate table below the compensation table for 2012.

Amounts in CHF  
 
Compensation in cash
Compensation in
blocked shares2

Expenditure for
occupational provisions

 




Amount





Number





Amount
Total
compen-
sation
in cash
and shares
(amount)
3




Regular
contributions
4


Extra-
ordinary
contri-
butions



Aggregate
total
(amount)
Rolf Dörig, Chairman of the Board of Directors
  1 008 000 4 443 362 767 1 370 767 283 968 1 654 735
Gerold Bührer
  244 300 1 077 87 937 332 237
Frank Schnewlin
  244 300 1 077 87 937 332 237
Wolf Becke 1
  68 250 237 24 575 92 825
Volker Bremkamp
  129 500 572 46 697 176 197
Damir Filipovic
  91 000 402 32 814 123 814
Henry Peter
  91 000 402 32 814 123 814
Peter Quadri
  91 000 402 32 814 123 814
Franziska Tschudi
  106 400 470 38 374 144 774
Total Board of Directors
  2 073 750 9 082 746 729 2 820 479 283 968 3 104 447
1 Joined 19.04.2012.
2 The allocation of shares was effected on 18.06.2012 and 14.12.2012 at economic value, which is equal to the tax value (CHF 67.3375 and CHF 103.6931 respectively), taking into account the blocking period of three years. The share prices (closing prices) on the days of allocation were CHF 80.20 and CHF 123.50 respectively.
3 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 185 520 in the year under review.
4 Pursuant to the fund regulations, occupational provisions were financed by the employer and the employee at a ratio of 70% to 30%.


COMPENSATION TO THE BOARD OF DIRECTORS IN 2011
Amounts in CHF  
 
Compensation in cash
Compensation in
blocked shares4

Expenditure for
occupational provisions

 




Amount





Number





Amount
Total
compen-
sation
in cash
and shares
(amount)
5




Regular
contributions
6


Extra-
ordinary
contri-
butions



Aggregate
total
(amount)
Rolf Dörig, Chairman of the Board of Directors
  1 008 000 4 478 362 839 1 370 839 225 504 1 596 343
Gerold Bührer
  244 300 1 129 88 014 332 314
Frank Schnewlin
  244 300 1 129 88 014 332 314
Volker Bremkamp
  129 500 589 46 653 176 153
Paul Embrechts 1
  34 167 57 6 332 40 499
Damir Filipovic 2
  60 667 298 21 868 82 535
Carsten Maschmeyer 3
  82 000 172 15 223 97 223
Henry Peter
  91 000 413 32 908 123 908
Peter Quadri
  91 000 413 32 908 123 908
Franziska Tschudi
  106 400 480 38 390 144 790
Total Board of Directors
  2 091 334 9 158 733 150 2 824 484 225 504 3 049 988
1 Left 05.05.2011.
2 Joined 05.05.2011.
3 Resigned 07.12.2011. Swiss Life Ltd, AWD Holding AG and their subsidiaries paid a total of EUR 341 800 in fees for consultancy services to a company in which
Carsten Maschmeyer has an important shareholding.
4 Allocation and valuation was effected on 23.06.2011 and 15.12.2011 at an economic value of CHF 111.0817 und CHF 73.3828, which is equal to the tax value, taking into account the blocking period of three years. The share prices on the days of allocation where CHF 132.30 and CHF 87.40.
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 179 034 in the year under review.
6 Pursuant to the pension fund regulations, occupational provisions were financed by the employer and the employee at a ratio of 70% to 30%.


COMPENSATION TO THE CORPORATE EXECUTIVE BOARD IN 2012
The compensation table below shows the variable compensation in cash for the 2012 financial year which was determined by the Board of Directors at the beginning of 2013. It is disclosed on an accrual basis as compensation for 2012.

The members of the Corporate Executive Board did not receive any compensation in shares for the 2012 financial year. They are participating in the current equity compensation plan, which provides for the allocation of Restricted Share Units (RSUs).

For comparison purposes, the corresponding details of the compensation for 2011, as published in the Annual Report 2011, are shown in a separate table below the compensation table for 2012.

Amounts in CHF  
  Compensation in cash Compensation in shares
 


Salary


Bonus for 2012
paid in 2013
2


Other
compensation
3

Total
compensation
in cash



Number



Amount
Total
compensation
in cash and shares
(amount)
Bruno Pfister, Group CEO
  1 500 000 700 000 67 745 2 267 745 0 0 2 267 745
Other members of Corporate Executive Board 1
  4 238 541 2 916 400 137 555 7 292 496 0 0 7 292 496
Total Corporate Executive Board
  5 738 541 3 616 400 205 300 9 560 241 0 0 9 560 241
1 Six individuals were taken into account in the period under review.
2 The bonus paid in 2013 relates to the 2012 financial year.
3 Child allowances (CHF 2400), allowance for years of service (CHF 15 625), company cars (CHF 83 391), premium contributions to 3rd pillar pension plans (CHF 99 056), other (CHF 4828), 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
  225 504 0 2 493 249
Other members of Corporate Executive Board
  1 208 271 0 8 500 767
Total Corporate Executive Board
  1 433 775 0 10 994 016
4 Pursuant to the pension fund regulations, occupational provisions were financed by the employer and the employee at a ratio of 70% to 30%.
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 689 418 in the year under review.


Amounts in CHF  
  Deferred compensation in cash Restricted Share Units (RSUs)7,8
 




Amount
6





Number





Amount
Aggregate total
compensation
incl. deferred
compensation
in cash and RSUs
(amount)
Bruno Pfister, Group CEO
  210 000 7 100 665 767 3 369 016
Other members of Corporate Executive Board
  697 000 21 360 2 002 927 11 200 694
Total Corporate Executive Board
  907 000 28 460 2 668 694 14 569 710
6 The deferred compensation in cash is paid out after a deferral period of three years, provided the requirements are satisfied at that point.
7 The RSUs represent future subscription rights that entitle the individuals concerned to receive Swiss Life Holding shares after a period of three years, provided the requirements are satisfied at that point.
8 The allocation of RSUs as at 01.04.2012 was effected at a fair value of CHF 93.77, as calculated by an independent consultancy firm.


COMPENSATION TO THE CORPORATE EXECUTIVE BOARD IN 2011
Amounts in CHF  
  Compensation in cash Compensation in shares
 


Salary


Bonus for 2011
paid in 2012
2


Other
compensation
3

Total
compensation
in cash



Number



Amount
Total
compensation
in cash and
shares (amount)
Bruno Pfister, Group CEO
  1 437 510 1 200 000 47 996 2 685 506 0 0 2 685 506
Other members of Corporate Executive Board 1
  3 811 229 3 140 500 155 743 7 107 472 0 0 7 107 472
Total Corporate Executive Board
  5 248 739 4 340 500 203 739 9 792 978 0 0 9 792 978
1 Six individuals were taken into account in the period under review.
2 The bonus paid in 2012 relates to the 2011 financial year.
3 Child allowances (CHF 4150), company cars (CHF 101 439), premium contributions to 3rd pillar pension plans (CHF 93 762), other (CHF 4388), 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
  225 504 0 2 911 010
Other members of Corporate Executive Board
  1 052 844 0 8 160 316
Total Corporate Executive Board
  1 278 348 0 11 071 326
4 Pursuant to the pension fund regulations, occupational provisions were financed by the employer and the employee at a ratio of 70% to 30%.
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 503 257 in the year under review.


Amounts in CHF  
  Deferred compensation in cash Restricted Share Units (RSUs)7,8
 




Amount
6





Number





Amount
Aggregate total
compensation
incl. deferred
compensation
in cash and RSUs
(amount)
Bruno Pfister, Group CEO
  360 000 6 350 889 318 4 160 328
Other members of Corporate Executive Board
  795 500 17 280 2 420 064 11 375 880
Total Corporate Executive Board
  1 155 500 23 630 3 309 382 15 536 208
6 The deferred compensation in cash is paid out after a deferral period of three years, provided the requirements are satisfied at that point.
7 The RSUs represent future subscription rights that entitle the individuals concerned to receive Swiss Life Holding shares after a period of three years, provided the requirements are satisfied at that point.
8 The allocation of RSUs as at 01.04.2011 was effected at a fair value of CHF 140.05, as calculated by an independent consultancy firm.


SHARE OWNERSHIP/PARTICIPATION RIGHTS AS AT 31.12.2012
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 Restricted Share Units (RSUs) and Performance Share Units (PSUs).

Board of Directors
SLH shares
31.12.2012
Rolf Dörig, Chairman of the Board of Directors
44 929
Gerold Bührer
5 172
Frank Schnewlin
2 825
Wolf Becke
237
Volker Bremkamp
2 722
Damir Filipovic
700
Henry Peter
4 053
Peter Quadri
2 753
Franziska Tschudi
2 136
Total Board of Directors
65 527


Corporate Executive Board
SLH shares
31.12.2012
Bruno Pfister, Group CEO
10 818
Manfred Behrens
900
Thomas Buess
6 900
Patrick Frost
9 200
Ivo Furrer
3 750
Klaus Leyh
1 000
Charles Relecom
1 750
Total Corporate Executive Board
34 318


Performance
Share Units (PSUs)
Restricted
Share Units (RSUs)
31.12.20121 31.12.20122
Bruno Pfister, Group CEO
6 500 13 450
Manfred Behrens
3 200 6 340
Thomas Buess
3 200 6 860
Patrick Frost
3 200 7 520
Ivo Furrer
3 200 6 860
Klaus Leyh
2 500 5 130
Charles Relecom
2 900 5 930
Total Corporate Executive Board
24 700 52 090
1 Total number of PSUs allocated in the year 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.
2 Total number of RSUs allocated in the years 2011 and 2012 in connection with the relevant equity compensation plan. The RSUs 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 31.12.2011
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 Restricted Share Units (RSUs) and Performance Share Units (PSUs).

Board of Directors
SLH shares
31.12.2011
Rolf Dörig, Chairman of the Board of Directors
40 486
Gerold Bührer
4 095
Frank Schnewlin
1 748
Volker Bremkamp
2 150
Damir Filipovic
298
Henry Peter
3 651
Peter Quadri
2 351
Franziska Tschudi
1 666
Total Board of Directors
56 445


Corporate Executive Board
SLH shares
31.12.2011
Bruno Pfister, Group CEO
3 068
Manfred Behrens
0
Thomas Buess
4 500
Patrick Frost
2 000
Ivo Furrer
0
Klaus Leyh
53
Charles Relecom
0
Total Corporate Executive Board
9 621


 
  Performance
Share Units (PSUs)
Restricted
Share Units (RSUs)
  31.12.20111 31.12.20112
Bruno Pfister, Group CEO
  13 000 6 350
Manfred Behrens
  5 800 2 880
Thomas Buess
  4 800 2 880
Patrick Frost
  5 200 3 390
Ivo Furrer
  5 700 2 880
Klaus Leyh
  4 000 2 540
Charles Relecom
  5 400 2 710
Total Corporate Executive Board
  43 900 23 630
1 Total number of PSUs allocated in the years 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.
2 Total number of RSUs allocated in the year 2011 in connection with the relevant equity compensation plan. The RSUs 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.


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