The Ordinance against Excessive Compensation in Listed Stock Companies (Compensation Ordinance, VegüV) came into force on 1 January 2014. In order to implement these provisions, the General Meeting of Shareholders of Swiss Life Holding resolved on 23 April 2014 to amend the Articles of Association as proposed by the Board of Directors. The amendments take into account the new requirements and powers of the General Meeting of Shareholders with respect to corporate governance and compensation.
Ueli Dietiker will be put forward for re-election as Member of the Board of Directors at the General Meeting of Shareholders of Swiss Life Holding on 26 April 2016.
Frank W. Keuper — Born 1953, German national Member of the Board of Directors bild Frank W. Keuper studied social and economic sciences at Vienna University of Economics and Business and obtained a doctorate in the same subject. He started his career in the insurance sector in 1985 at the Albingia insurance group as assistant to the Management Board and later became Head of Sales and Marketing. After switching to the Zurich insurance group he returned to Albingia in 1992 and served as a Member of the Management Board from 1994 until 2000. He later assumed responsibility as a Member of the Management Board at AXA Versicherung AG for the Private and Corporate Clients division as well as Damages. From 2004 until 2007 he managed DBV Winterthur Holding AG as Chairman of the Management Board and was simultaneously a Member of the Management Board of Winterthur Group. From 2007 until 2012 Frank W. Keuper was CEO of AXA Konzern AG and a Member of the Executive Committee of AXA Group in Paris.
Franziska Tschudi Sauber — Born 1959, Swiss national Member of the Board of Directors bild Franziska Tschudi graduated in law at the University of Bern and passed her bar exam there in 1984. She studied law at Georgetown University, Washington DC, earning an LL.M. in 1986, and passed the bar exam for the US states of New York and Connecticut in 1987. Franziska Tschudi completed postgraduate studies at the University of St. Gallen (1991 to 1993), receiving an Executive MBA. After initially working as an Assistant for Media Law at the Institute for Constitutional and Administrative Law at the University of Bern, and practising business and media law in Zurich, Washington DC and Geneva, she served as Secretary General at SIG Holding AG from 1992 to 1995. She then became a Member of the Executive Board of WICOR HOLDING AG (“WEIDMANN Group”), Rapperswil in 1995, where she was Head of Corporate Development and, from 1998, Head of the Business Area Electrical Technology Asia/Pacific. She has held the positions of Chief Executive Officer and Delegate of the Board of Directors of WICOR HOLDING AG since 2001.
Klaus Tschütscher will be put forward for re-election as Member of the Board of Directors at the General Meeting of Shareholders of Swiss Life Holding on 26 April 2016.
The Chairman of the Board of Directors presides over meetings. As a rule, the Group CEO attends the Chairman’s Committee meetings or parts of the meetings in an advisory capacity. Other members of the Corporate Executive Board and in-house or external specialists may also be invited. The Chairman ’s Committee meets at least six times a year.
Corporate Internal Audit, which reports directly to the Chairman of the Board, represents a suitable means of independent monitoring and information gathering for the Board of Directors. Regular meetings take place between the Chairman of the Board of Directors and the Head of Corporate Internal Audit, as well as between the Chairman of the Audit Committee and the Head of Corporate Internal Audit. Implementation of the measures recommended by Corporate Internal Audit is monitored by Group Compliance & Operational Risk Management. The Audit Committee regularly receives a report on operational risk management within the Swiss Life Group. The Internal Control System (ICS) is another instrument available to the Board of Directors for information and controlling purposes. Further details are available in the “Risk Management ” section on page 86.
The stated amounts do not include social security contributions (AHV/IV/ALV/FAK) payable by the employer under the law. The respective expenditure is shown in footnote 7 of the 2015 compensation table.
Swiss Life collaborates with an independent market research institute to carry out continuous assessments of customer feedback at the key contact points. This involves asking customers from various segments about their experience, their satisfaction and their willingness to recommend Swiss Life directly following contact with the company. Dissatisfied customers, or those less willing to recommend, are contacted within 48 hours by Swiss Life, provided they have agreed to such contact. The reason for getting in touch with the customer is to understand precisely the reasons for the negative assessment and to offer an appropriate solution.
Risk management is a key component of Swiss Life’s management process. The respective committees of the Corporate Executive Board and the Board of Directors continually monitor and take decisions in the area of risk management; these are then incorporated into the annual planning process. On the one hand, they comprise qualitative assessments from a strategic perspective, taking into consideration operational risks and the internal control system (ICS). On the other hand, quantitative elements for each insurance unit, such as risk budgeting and investment strategy, are included in Asset Liability Management. Based on overall risk capacity and risk appetite and taking account of regulatory provisions, limits are set in the individual units for the financial risks incurred, according to which the investment targets are set. The qualitative risk management elements mentioned above are presented and discussed below. Detailed information on the risk budgeting process and asset and liability management is provided in Note 5 (Risk Management Policies and Procedures) of the Consolidated Financial Statements.
Continuous monitoring of solvency under the SST is conducted on a monthly basis; calibration is effected based on the full SST calculations as at the beginning of each calendar year and as at mid-year.
As a manager of insurance companies’ and institutional investors’ assets, Swiss Life represents clients’ interests. The company is aware of its duty to policyholders and customers and acts responsibly in its asset allocation and when exercising voting rights.
Swiss Life ensures that its procurement is in compliance with all applicable legislation. When selecting suppliers and partners, Swiss Life bases its decisions on ethical and ecological principles and works with local suppliers wherever possible.
Young employees with potential have the opportunity to undertake all sorts of vocational courses, apprenticeships, placements, graduate programmes and combined university degrees. Around 300 employees took part in one of these training opportunities in 2015. The Swiss Life Group employs these measures to ensure its future management and professional requirements.
The measures to maintain employee health, promote good working conditions and prevent incapacity to work are based on three pillars: – Prevention – Early intervention – Reintegration
In Switzerland the interests of employees of Swiss Life Holding in Switzerland and its subsidiaries are represented by the staff committee. The staff committee works to promote mutual trust and understanding between the Executive Board or Corporate Executive Board and the employees. It is entitled to early information targeted to the situation by the Executive Board committees and is subject to the duty of confidentiality and loyalty. The staff committee has nine members each selected for a four-year term. In autumn 2015 new elections were held for staff committee representatives.
Tenants’ requirements also influence the planning and completion of construction projects. The demands of tenants and property owners have increased considerably in recent years. An optimal location and flexibility in the use of the property are fundamental requirements. People also want space for recreation. Swiss Life advocates increased building density, the application of new construction methods and optimal use of the available space, which is of direct benefit to the environment.
Page number in GENERAL STANDARD DISCLOSURES Annual Report 2015 STRATEGY AND ANALYSIS
G4-19 Material aspects Economic Performance, Energy, Emissions, Employment, Labour/Management Relations, Occupational Health and Safety, Grievance Mechanisms, Non-discrimination, Public Policy, Compliance, Active Ownership
G4-LA1 New employee hires and employee turnover p. 96 Number of new hires missing. Data retrieval currently in progress.
This level contains brands whose connection to the umbrella brand harbours potential conflicts or which are used independently for strategic reasons. These brands are used independently with no visible reference to the umbrella brand.
Swiss Life – Annual Report 2015 1 Copyright © Stichting CFO Forum Foundation 2008 1 Introduction 1.1 Basis of preparation
Die dunklen Balken sind bis zum Strich keine „absolute Zahlen“. d.H. dass die Proportionen nur rechts vom Strich stimmen müssen.
Cost of credit risk The cost of credit risk accounts for the credit risk of investments in bonds that would otherwise have been unaccounted for in other MCEV components.
Market consistent embedded value (MCEV) Market consistent embedded value is a measure of the consolidated value of shareholders’ interests in the in-force covered business of the Swiss Life Group.
Financial liabilities at fair value through profit or loss 10 25 111 25 415
Cash and cash equivalents as at 1 January 6 062 6 088
Assets associated with separate account/unit-linked contracts and private placement life insurance are included in financial assets designated as at fair value through profit or loss, derivatives and cash and cash equivalents. The related income and gains or losses are included in the income statement under the respective line items. The Group has allocated on a rational basis the proportion of acquisition costs related to the insurance and deposit components. The accounting
Other financial liabilities For deposits with fixed and guaranteed terms the amortised cost basis is used. Initial recognition is at the proceeds received, net of transaction costs incurred. Subsequently, they are stated at amortised cost using the effective interest method. Any difference between the proceeds (net of trans action costs) and the redemption value is recognised in profit or loss over the period of the deposits. For repurchase agreements, initial recognition is at the amount of cash received, net of transaction costs incurred. Subsequently, the difference between the amount of cash initially received and the amount of cash exchanged upon maturity is amortised over the life of the agreement using the effective interest method.
Other expenses –114 –162 –94 –47 –67 –24 –508 –3 –512 of which inter-segment –284 50 –39 –3 –26 –10 –311 311
Swiss Life – Annual Report 2015 5.2 Risk budgeting and limit setting
To reduce the credit exposure relating to derivatives a collateral management process is in place. Contractually all outstanding positions must be fully collateralised if they reach a very low agreed minimum transfer amount. The collateral is called daily. Counterparties for derivative transactions, over-the-counter and exchange-traded, have to be approved by both the Group Chief Risk Officer and the Group Chief Investment Officer. The minimum rating for a counter-
Debt securities available for sale 84 884 90 038 – – 84 884 90 038
CURRENT ESTIMATE OF CUMULATIVE CLAIMS 240 228 225 263 265 300 285 296 346 296 2 746
Financial assets for the account and risk of the Swiss Life Group’s customers 5 27 293 28 975
BALANCE AS AT END OF PERIOD 7 6 20 16 28 22
DEPFA Holding Verwaltungsgesellschaft mbH, Düsseldorf 20.4% 212 7 n/a n/a n/a
Due to dividend distribution of CHF 177 million, the fair value of DEPFA Holding Verwaltungsgesellschaft mbH, Düsseldorf, decreased significantly in 2015.
On 22 October 2012, Swiss Life Ltd issued subordinated perpetual callable bonds in the amount of CHF 300 million. The bonds are guaranteed by Swiss Life Holding, have no fixed maturity date and are first callable on 22 August 2018 or at each interest payment date thereafter at the option of the issuer, upon notice and subject to the consent of the Swiss Financial Market Supervisory Authority. The interest has been fixed at 5.50% p.a. until 22 August 2018. If the bonds are not redeemed on 22 August 2018, the interest resets at a rate fixed for the subsequent five years, consisting of the aggregate of the then-prevailing five-year CHF swap rate and the initial margin of 5.091% p.a.
Swiss Life AG 1 EUR 750 EUR 750 4.375% 2015 2025 802 –
Deposits released for payments on death, surrender and other terminations during the year –401 –469
Defined benefit expense in 2015 comprises negative past service cost of CHF 7 million due to plan amendments in Switzerland.
Swiss Life reports to the Swiss Financial Market Supervisory Authority FINMA. The reporting covers risk management and solvency, legal structure, management organisation and intra-group transactions. The reporting is submitted on an ad-hoc, monthly, half-yearly or yearly basis depending on the topic and is reviewed on a yearly basis by the statutory auditor according to the legal requirements. As at 31 December 2015 and 2014, Swiss Life was compliant with the legal requirements.
In Standard & Poor’s risk-based capital model, the total adjusted capital (TAC) is the measure used for available capital. TAC is set against the capital required given the company’s target rating category (target capital). The calculation of target capital takes into account, in particular, insurance risks, asset value volatility and credit risks. Swiss Life has established a target capital level in line with its rating ambition. Within the capital analysis, in addition to assessing capital adequacy, Standard & Poor’s also evaluates the quality of capital with respect to its structure (including the share of equity and hybrid capital). Capital adequacy is monitored on an ongoing basis according to Standard & Poor’s capital model.
Asset management and other commission income 1 – – 1 1
Foreign currency translation differences – –5 – –43 –42 –294 – –302 –686
for assets held at the end of the period – 3 –18 25 –20 577 0 278 845 1 including assets attributable to non-controlling interests of investment funds
Total gains/losses recognised in profit or loss 52 18 –374 609 655 288
CORPUS SIREO Projektentwicklung Frankfurt-Mitte GmbH, Köln AM until 19.03.2015 – –
Stella 2 SCS, Luxembourg CH from 19.11.2015 100.0% 100.0% Asset management & Real estate
White Tower Munich SCS, Luxembourg DE from 27.10.2015 100.0% 100.0% Asset management & Real estate 1 Segment (CH = Switzerland, AM = Asset Managers, IN = International, FR = France, DE = Germany)