What do you think shortly before you start out? When you start climbing you concentrate on the next action. There’s nothing else. Beforehand thousands of thoughts go through your mind: What is there up there? How will I do that? Before you start out you have to try to focus on one thing: now comes the first hold. Nothing else. The rest comes afterwards. When I start out at the bottom of the Eiger, I don’t need to think about what to expect 1,700 metres higher up. That’s not important at that point in time. I’m prepared for that. Then you have to have the confidence to say: The moment has arrived, I know what I have to do and I will be able to solve anything I come up against.
Do you see it as a failure if you have to turn back? No, quite the contrary. You have to be able to do that. I’ve done that a couple of times. It’s important to analyse why you turned back afterwards. Then you suddenly realise that it was the right decision. If I had continued I would probably not have come back…
Mihovil Španja swims in lane number 8. A small man with a massive torso on thin legs. He hardly uses them when he swims – he pushes himself out of the water almost completely with the strength in his arms and back. He stops briefly at the end of each stretch, tilts his head once to the left and once to the right, smiles. He exudes strength and serenity. A wet piece of paper with his training units sticks to his starting block.
Average number of shares outstanding 2 54,086,516 51,887,469 48,852,533 47,905,512 47,394,282
The nonlife division achieved a business volume of CHF 1,285.3 million (previous year: CHF 1,280.2 million), which corresponds to an increase of 0.4 %. The accident and health insurance business recorded strong growth. The gross combined ratio amounted to 88.0 % (previous year: 84.7 %). The increase in major claims and the fall in handling and settlement profit caused a rise in the loss ratio while rigorous business process optimisation resulted in a reduced expense ratio.
Business volume amounted to a total of CHF 1,987.1 million (previous year: CHF 2,169.9 million). In local currency terms, the business unit was as such above the previous year’s level. In a challenging German market, this is to be seen as a success, all the more so because Deutscher Ring transferred around 45 % of its main sales organisation to Signal Iduna as part of its agreed separation activities. Despite a highly competitive environment, the nonlife insurance division generated a premium volume of CHF 938.9 million (previous year: CHF 1,028.8 million). This equates in local currency to a slight decline of 0.4 %. The gross combined ratio of the nonlife insurance business amounted to 97.1 % (previous year: 94.3 %). Thanks to the rigorous implementation of the optimisation programmes, the gross expense ratio fell by 0.5 percentage points while the loss ratio rose by 3.4 percentage points due to numerous major and storm claims. Business volume in the life insurance division amounted to CHF 1,048.2 million (previous year: CHF 1,141.1 million), a minor increase in local currency of 0.3 %. In the case of the classic life insurance business, the trend towards risk products increased while endowment insurance policies continued to lose ground. As far as sales channels were concerned, the trend shifted towards brokerage.
Baloise invested CHF 12.5 million (2009: CHF 15.3 million ) in the basic and further training of its employees.
EMPloYEE SKIllS ArE oUr DISTINCTIoN “Making you safer” is our promise to our clients, shareholders and employees. This means that we actively contribute to preventing damage. Our employees require relevant skills so that we can be successful in this. Baloise encourages these skills and focuses on the values of the company being lived out. Baloise’s corporate strategy is to become one of Europe’s most profitable and fastest growing insurers. All our HR policies are geared towards achieving this strategic objective. In this respect we are guided by our corporate values: “Partnership,” “Innovative ” and “Swiss.”
Amount of refuse 928 t 1,184 t 1,039 t 223 kg / employee – 3.8
A detailed description can be found on page 31 of the Financial Report.
→→ Major subsidiaries and participations as of 31 December 2010 can be found in the notes to the Consolidated Annual Financial Statements in the Financial Report from page 10 onwards.
Newly elected in the reporting year: →→ Dr Michael Becker for a three-year term of office
BoArd AttendAnce 2010: ordInAry MeetIngs of the full BoArd of dIrectors
hansjörg frei (1941, CH, Dr iur.) has been a member of the Board of Directors since 2004. He studied law at the University of Zurich and obtained his doctorate (Dr iur.). Dr Hansjörg Frei joined Winterthur in 1982 and was most recently a member of the Group Executive Board, with responsibility for operations in Switzerland. From 2000 until his retirement in mid-2003, he was a member of the Executive Board (Head of International Country Management) at Credit Suisse Financial Services. He was Chairman of the Swiss Insurance Association (SIA) from 2000 to 2003. Dr Hansjörg Frei is a member of the Board of Directors of Ems-Chemie Holding AG and Chairman of the pension fund at the Ems Group. He is an independent, non-executive director.
Werner Kummer (1947, CH, Dipl.-Ing. ETH, MBA Insead) has been a member of the Board of Directors since 2000. From 1990 to 1994, he was Chairman of the Executive Board of Schindler Aufzüge AG and subsequently was a member of the Schindler Group Management Committee, with responsibility for the Asia Pacific region, until 1998. He was CEO of Forbo Holding AG from 1998 until March 2004. Werner Kummer is an independent business consultant, a member of the Board of Directors of Walter Meier AG, Chairman of the Board of Directors of Gebrüder Meier AG, a member of the Supervisory Board of Schindler Deutschland Holding GmbH as well as being a member of the Board of the Zurich Chamber of Commerce. He is an independent, non-executive director.
The Compensation Committee consists of the following four independent members of the Board of Directors, who are re-elected annually by the Board: Dr Georg F. Krayer (Chair), Dr Klaus Jenny (Vice-Chair), Prof. Dr Gertrud Höhler, Dr Eveline Saupper. As a rule, the Committee holds at least two meetings a year. The Chair of the Compensation Committee reports to the Board of Directors regularly on the activities of the Committee. The minutes of Committee meetings are also available to the whole Board.
The new Performance Manangement System was introduced on 1 January 2011. It is valid across the Group for all employees belonging to the function levels 1 to 3. In Switzerland, it also applies to the function levels 4 and 5, abroad it applies to the majority of the corresponding functions.
→→ FL 2 to 4: Member of executive management →→ FL 5 to 6: Member of senior management (specialists and team leaders) →→ FL 7 to 9: Consultant remuneration system and its components Baloise treats its remuneration as an all-inclusive package and therefore considers basic salary, short and long-term variable remuneration and also other material and non- material benefits, such as pension contributions, additional benefits or employee career development and promotion.
Baloise places great importance on the retention of key personnel and on the sustainable management of the business. This corresponds to the nature of our business, which is to enable our customers to create sustainable value and achieve a sense of safety. In addition to remuneration corresponding to the market and performance, a sustainable focus of our executive managers geared towards the interests of the shareholders is important to Baloise. Hence, portions of the incentives package are paid in shares. In addition, the three highest management levels receive a substantial portion of other salary components (performance quota, performance
5.4. employment contracts, service entry and departure compensation, change of control clauses The employment contracts of senior members of staff are concluded for an unlimited period. They provide for a notice period of six months.
for employees at function levels 1 to 3 in Switzerland (including the Chairman of the Board of Directors). In 2008, this group of participants was expanded to include members of the Corporate Executive Committee of foreign business units. As of 2011, the performance quota will be arithmetically transferred to the performance pool of the new Performance Management System, so that this tool was applied for the last time in the 2010 fiscal year.
At the beginning of any performance period, participating employees are awarded rights in the form of performance share units (PSU), which entitle them to subscribe for a certain number of shares free of charge after the performance period has expired. The Compensation Committee of the Board of Directors specifies the day of allocation and defines those entitled to participate in the programme at function levels 1 to 3 at its discretion. It defines the total number of PSU available as well as approximate distribution amongst the participants. In addition, it specifies individual allocation to the Chairman of the Board of Directors and to members of the Corporate Executive Committee.
Indication variable remuneration for the 2010 fiscal year Under the new system that will come into effect for the first time in 2011 (compare 5.3. “Baloise remuneration system; New Performance Management System as of 1 January 2011”)
5.14. Participations and options See table on pages 78 and 79.
A written directive exists, whereby material services not related to the auditing activities must be approved by Group Internal Audit prior to execution. The guarantee of indepen- dence is first reviewed by the head auditor and subsequently by the head of the Group’s Internal Audit unit as part of the assignment approval process. The commercial responsibility and clearance of the assignment remains with the operational unit.
Loan to Bâloise (Luxembourg) Holding S.A. 34.1 28.8 total loans to group companies 64.1 58.8 vorabdruck
group life business Insurance policies taken out by companies or their employee benefit units on behalf of their employees as part of their company pension plans.
Policyholders’ dividends Annual, non-guaranteed policyholder benefits from a life insurance policy which are granted when − compared with the assumptions that underlie the premium calculation − earnings are higher and / or risk and cost behaviour patterns are more favourable.
Fax + 385 1 2392 992 info@basler-oz.hr www.basler-oz.hr serBia Basler osiguranja Resavska 29 RS-11 000 Belgrade office@basler.rs www.basler.rs lieChtenstein Baloise life Alte Landstrasse 8 FL-9496 Balzers information@baloise-life.com www.baloise-life.com
CorPorate governanCe Corporate Governance Report including Compensation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48