Administrative and Management bodies 140 17.2.1 Number of shares held by Directors and Senior managers 140 17.2.2 Stock options held by the members of the Executive Committee and other company officers as of 31 December 2009 141 17.2.3 Free allocation of shares to Comex members and other company officers as of 31 December 2009 144 17.3 Plans providing employee participation in Company 145 17.3.1 Stock option plans 145 17.3.2 Share allocation plans 146 17.3.3 Stock option plans currently inforce within the Group 149 17.3.4 Employee savings plan 149 17.4 Defined pension schemes 150 17.4.1 Defined contribution pension schemes 150 17.4.2 Define benefits pension schemes 151 18 Principal shareholders 152 18.1 Significant shareholders known to SCOR 154 18.2 Negative statement as to the absence of differences between the voting rights of various shareholders 157 18.3 Direct or indirect control by one shareholder 157 18.4 Agreement which could result in a subsequent change in control 157 19 Related party transactions 158 19.1 Related party transactions entered into in 2009 as defined articles L.225 - 38 et seq. of the French commercial code 160 19.2 Agreements approved in past years, which were continued or terminated in the 2009 financial year 161 19.3 Special report of the auditors on related party agreements and commitments 167 20 Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses 172 20.1 Historical financial information: consolidated financial statements 174 20.1.1 Consolidated balance sheets 175 20.1.2 Consolidated statements of income 177 20.1.3 Consolidated statements of comprehensive income 178 20.1.4 Consolidated statements of cash flows 179 20.1.5 Consolidated statements of changes in shareholders’ equity 180 20.1.6 Notes to the consolidated financial statements 181 20.2 Auditing of historical consolidated financial information 258 20.3 Sources of financial information not extracted from the audited financial statements of the issuer and indication of such absence of audit 260 20.4 Date of most recently audited financial information 260 20.5 Interim and other financial information 261 20.6 Dividend distribution policy 261 20.7 Litigation and arbitration procedures 261 20.8 Material change in financial or commercial situation 261
The Group has a Large Claims Committee which meets on a regular basis. The main objectives of this committee are: to assess and review the impact, at the Group level, of large and/or strategic claims; to monitor the management of such claims among the various business lines and Group entities; to communicate the lessons learnt to management for potential changes in strategy and underwriting policy.
The probabilistic catastrophe modelling approach captures the uncertainty related to the likelihood of a given event occurring (frequency uncertainty) as well as the uncertainty associated with the amount of loss, given that a particular event has occurred (severity uncertainty). A sound understanding of the uncertainties associated with the model's key parameters is essential for the interpretation of the model outcome and thus for decision-making. The outcomes for each model describe a bandwidth of loss estimates and not a unique value. In order to identify and stress-test the key parameters, systematic sensitivity analyses are carried out.
Beyond the potential impact on our non-life book, a terror event could also affect our life portfolio. Although the insured losses from past events have been comparatively small in relation to the non-life losses, a future terrorist act, such as a “dirty bomb”, could claim a substantial amount of insured lives. SCOR monitors this extreme event on the life side by running dedicated scenarios.
In 2009, SCOR reduced its exposure to asbestos-related risks and environmental risks specifically through commutations of business. SCOR evaluates its exposure and its potential development notably using actuarial techniques and market practices that allow opportunistic negotiation of the terms of commutation settlement. The Group intends to continue its commutation policy in 2010 and thereafter. It is anticipated that this policy will affect settlement patterns to a limited degree in future years, but these changes in settlement patterns should progressively improve predictability and reduce the potential volatility of reserves.
In 2007 SCOR acquired ReMark Group BV and in 2008 Prévoyance Ré.
Furthermore, to reduce the credit risk arising from its retrocessionaires, SCOR: requests that certain of its retrocessionaires provide that all or a portion of the receivables from its retrocession contracts are guaranteed by collateral (cash deposits, letters of credit, pledging of securities etc.) in favour of SCOR; carries out an active commutation policy in Non –Life.
Secondly, a reduction in the value of future profits could arise from a massive lapsation of policies following a deterioration of the cedant’s financial rating or an event which has a negative effect on its image.
Interest rate fluctuations have direct consequences on the market value of our fixed-income investments and therefore on the level of unrealised capital gains or losses of the fixed-income securities held in our portfolio. The return on the securities held also depends on changes in interest rates. Interest rates are very sensitive to a number of external factors, including monetary and budgetary policies, the national and international economic and political environment, and the risk aversion of economic agents. During periods of declining interest rates, income from our investments is likely to fall due to investments of new premiums at rates lower than those of the existing portfolio (dilutive effect of new investments). In addition, in these periods of declining interest rates, our fixed-maturity securities are more likely to be redeemed early in cases where bond issuers benefit from an early redemption option and can borrow at lower interest rates. Consequently the probability of needing to reinvest the proceeds at lower interest rates is increased.
4.4 Legal risk 4.4.1 WE ARE EXPOSED TO RISKS RELATED TO LEGISLATIVE AND REGULATORY CHANGES AND POLITICAL, LEGISLATIVE, REGULATORY OR PROFESSIONAL INITIATIVES CONCERNING THE INSURANCE AND REINSURANCE SECTOR, WHICH COULD HAVE ADVERSE CONSEQUENCES FOR OUR BUSINESS AND OUR SECTOR
In addition to this, the public authorities in the United States and the rest of the world are closely examining the potential risks presented by the reinsurance sector as a whole, as well as their consequences on commercial and financial systems in general. The European Directive, approved 2 April 2009, "Solvency II" on the solvency standards applicable to Insurers and Reinsurers, currently pending approval, stipulates in particular a "Pillar 2" which deals with risk assessment and control requirements in order to support the achievement of strategic, operational, reporting and compliance objectives of the companies in the sector. Although it is of course not possible to quantify the impact of the these requirements, nor their scope, it is very likely that risk management and control measures will be reinforced for reinsurers in the near future, which may increase the capital requirements (or restrict our underwriting capacity) and increase our operating costs.
Adverse changes in laws or regulations or an adverse outcome of these proceedings could have adverse effects on our turnover, liquidity, financial position and operating income.
SCOR SE is a European Company (Societas Europaea) governed by the provisions of Council Regulation (EC) No. 2157/2001, dated 8 October 2001 on the Statute for a European Company (the “SE Regulation”), and that of the European Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European Company with regard to the involvement of employees, and by the provisions of French law relating to European Companies, as well as for all other matters partially covered or not covered by the SE Regulation, by the French corporate law provisions applicable to a société anonyme, where not contrary to the specific provisions applicable to European Companies.
Following the acquisition of Converium and Revios by SCOR SE, the integration of these companies has been implemented in the framework of an innovative approach, in accordance with the new global, multi-cultural dimension of the Group: the Hub Company.
After the “SCOR Moving Forward” – plan ending in 2007, the “Dynamic Lift” plan was put in place which ends in 2010. A subsequent strategic plan is currently under preparation covering the following 2011-2013 period.
The two basic types of reinsurance arrangements are treaty and facultative reinsurance. In treaty reinsurance, the ceding company has a contractual obligation to cede and the reinsurer to accept, a specified portion of a type or category of risks insured by the ceding company. Reinsurers producing the treaties, as done by the Group SCOR, do not separately evaluate each of the individual risks assumed under the treaty. As a result, after reviewing the ceding company’s underwriting practices, they depend on the coverage decisions made originally by the policy writers of the ceding company.
Reinsurance can be written through professional reinsurance brokers or directly from ceding companies. A ceding company’s selection of the market will be influenced by its perception of such advantages and disadvantages relative to the reinsurance coverage being placed. For example, broker coverages usually involve a number of participating reinsurers that have been assembled by a broker, each assuming a specified portion of the risk being reinsured. A ceding company may find it easier to arrange such coverage in a difficult underwriting environment where risk capacity is constrained and reinsurers are seeking to limit their risk exposure. In contrast, direct coverage is usually structured by ceding companies directly with one or a limited number of reinsurers. The relative amount of brokered and direct business written by the Group’s subsidiaries varies according to local market practice.
Engineering insurance, which is divided into Construction All Risks and Erection All Risks insurance, includes the basic Property and Casualty coverage and may be extended to the financial consequences of a delay in delivery (anticipated operating losses) caused by losses identifiable under the basic Property and Casualty coverage.
To cope with the broader reinsurance buyers needs in transferring risk and to benefit from these changes by broadening the SCOR’s field of activity, SCOR employs a Global Head of Structured Risk Transfer who facilitates the knowledge transfer of structured products and associated risks throughout the SCOR’s organisation.
The highlights of 2009 January renewals were as follows: Start of a general hardening in reinsurance with better prices and conditions, Group exposure staying stable.
Following a policy of increased profitability, SCOR recorded a 3% rise in business volume to EUR 1,708 million of Non-Life treaty business renewed against EUR 1,653 million up for renewal at constant exchange rates.
In a post-acquisition environment, the main underlying reasons for the successful renewals were: Enhancement of market position and extended leadership on reinsurance programmes.
8.1 Major existing or planned properties, plants and equipment SCOR is lessee of its head office which is located at 1, avenue Général de Gaulle, 92074 Paris La Défense (district of Puteaux – 92800). The SCOR building, of more than 30,000 m2 of office space, is held by Compagnie La Lucette since 2006., Neither the sale of the building from KanAm to Compagnie La Lucette in 2006, nor the recent acquisition of Compagnie La Lucette by Icade, a French REIT, resulted in any change in the terms of the lease that had been signed by SCOR and KanAm when the property was sold to KanAm in 2003. This lease was signed for a nine-year term and for an annual rent reduced in 2010 to EUR 12.9 million as a result of the recent ICC index variation. Under this lease and in addition to the usual guarantees, KanAm requested financial guarantees based on the financial rating of SCOR and the term of the lease, the benefit of which was transferred to Compagnie La Lucette. For more information on these guarantees, refer to Appendix A – Notes to the Corporate Financial Statements, Note 15 - Analysis of commitments given and received. The Group leases space separate from its head office for the purpose of safeguarding its data storage facilities in case of emergency.
For the year ended 31 December 2009, SCOR recorded foreign exchange rate translation adjustments to total consolidated shareholders’ equity amounting to EUR (21) million as compared to EUR (129) million and EUR (185) million for the years ended 2008 and 2007, respectively.
The decrease in operating income from EUR 576 million in 2007 to EUR 348 million 2008 is due to impairments of equity and fixed income securities.
Conversely, faced with the moribund economic situation, the demand for income protection has risen. Fixed annuities should see sustainable growth and improved margins, due to the widening spreads in company bond remuneration.
Other offices and positions held in any company in France and abroad as at the date of the
Mutual Insurance Code Chairman of the Board of Directors: - MATMUT MUtualité
Permanent Representative of Ofi Asset Management on the Board of Directors of: - OFIMALLIANCE
(1) Member of the Strategic Committee (2) Member of the Risk Committee (3) Member of the Audit Committee (4) Member of the Compensation and Nominating Committee * Companies which shares are listed on a regulated or organised market
Chief Executive Officer : SCOR Switzerland AG (Suisse) SCOR Holding (Switzerland) AG (Suisse)
Victor Peignet, a Marine Engineer and graduate of the Ecole Nationale Supérieure des Techniques Avancées (ENSTA), joined the Facultative Department of SCOR in 1984 from the offshore oil sector. From 1984 to 2001, he held various positions in underwriting Energy and Marine Transport risks at SCOR, first as an underwriter and then as Branch Director. He has led the Group's Business Solutions (facultative) division since it was created in 2000, as both Deputy Chief Executive Officer and then as Chief Executive Officer since April 2004. On 5 July 2005, Victor Peignet was appointed manager of all Property Reinsurance operations at SCOR Global P&C. He is currently Chief Executive Officer of SCOR Global P&C SE.
governance code for listed companies. These grants are subject to presence conditions and, for some grants, to performance conditions.
Refer also Appendix A - Notes to the Corporate Financial Statements, Note 14 - Compensation of the Corporate Officer.
The pension benefits offered to the other COMEX members are comparable to French ones. For the executive under a German contract, the pension guaranteed corresponds to 50% of the remuneration over the last 12 months before retirement.
At its meeting of 12 December 2008, the Board of Directors of SCOR SE has examined the AFEP (Association of French Private-sector Companies) and MEDEF (French Business Confederation) recommendations of 6 October 2008 on the compensation of Corporate Executive Officers of listed companies.
(1) The headcount is calculated based on the number of employees as of 31 December 2009.
Following the authorisation of the Shareholders meeting of 15 April 2009 in its twenty-third resolution, the Board of Directors of the same day decides of the allocation of performance and free shares to some employees hired to hold a position of Executive Global Partner or Senior Global Partner after 15 April 2009. Following this decision, 88,500 free shares and performance shares were allocated to 17 employees on 25 November 2009.
"Indemnités de fin de carrière", "Indemnités de Départ à la Retraite", "Congés Fin de
Switzerland Pension 2 Lump sum benefit, equal to the accrued savings account balance, payable until Normal Retirement, Waiver of employee contributions in case of disability
Patinex AG (2) 14,000,000 7.60% 7.81% Alecta Kapitalförvaltning AB (2) 10,060,800 5.46% 5.61% Groupe Malakoff (2) 5,529,100 3.00% 3.08% Marathon Asset Management, LLP (3) 4,738,900 2.57% 2.64% Credit Suisse Asset Management (2) 4,585,700 2.49% 2.56% Silchester International Investors (3) 4,558,500 2.48% 2.54% Treasury shares 4,904,551 2.66% 0.00% Employees 1,400,944 0.76% 0.78% Others 134,368,907 72.97% 74.96% TOTAL 184,246,437 100% 100% (1) The percentage of voting rights is determined on the basis of the number of shares at closure, excluding shares deprived of voting rights. (2) Source: TPI and Ipreo. (3) Source: TPI and Ipreo – shareholders via mutual funds and other investment funds.
The bank fees stipulated under the Facility Agreement are as follows: Non-utilisation commission: 0.15% per annum as at 1 January 2009, calculated on the unused and uncancelled amount of the facility and payable quarterly when due; Utilisation commission: depending on the grade granted by Standard & Poor’s to the Company and, as of today, 0.40% per annum as at 1 January 2009, calculated on the basis of the credit outstanding and payable monthly in advance; Other fees: flat fee of USD 400 or EUR 110 for each SBLC issued; flat fee of USD 100 or EUR 60 for each SBLC amendment; flat fee of USD 100 for each SBLC annual extension; up-front commission of 0.03% of the used amount of the facility.
As a result, SCOR Global P&C SE and SCOR SE signed amendment No. 2 to the retrocession agreement they signed on 4 July 2006, in order to exclude from the retroceded business, as of 1 January 2007, the contracts underwritten by the German branch.
SCOR SE’s new Rule concerning retirement pensions pursuant to Article 39
(ii) The consolidated financial statements as at 31 December 2007 are included from pages 185 to 289 and the auditors’ report on these consolidated financial statements as at 31 December 2007 is included from pages 292 to 295 of the registration document filed with the Autorité des Marchés Financiers on 28 March 2008 under Number D. 08-0154.
TOTAL ASSETS 27,989 26,534 (1) In 2009, bank overdrafts have been reclassified from financial debt to cash and cash equivalents, net of overdrafts in line with the presentation within note 12. The 2008 bank overdraft of EUR 41 million is presented within financial debt.
Gross benefits and claims paid Note 16 (4,674) (4,101) Gross commission on earned premiums (1,334) (1,293) Net results of retrocession Note 21 (136) (140) Investment management expenses Note 22 (35) (36) Acquisition and administrative expenses Note 22 (221) (192) Other current operating expenses Note 22 (116) (124) Other current operating income - Total other current operating income and expense (6,516) (5,886)
Goodwill is initially measured at cost being the excess of the cost of the business combination over the fair value of the Group’s share of the net assets of the acquired company and is included in intangible assets. The squeeze-out of minority interests is recorded using the parent-entity extension method whereby the difference between the cost of the additional interest in the subsidiary and the minority interests’ share of the assets and liabilities reflected in the consolidated balance sheet at the date of acquisition of the minority interest is reflected as goodwill.
VOBA also includes the intangible asset related to the ReMark acquisition to reflect the substance of the guaranteed future income stream and to ensure mirror accounting for the contracts SCOR has sourced from ReMark as well as consistency with amounts used in embedded value calculations.
Assumed and ceded reinsurance transactions that do not transfer significant risk are recognised in the accounts in accordance with IAS 39, which means that amounts collected are no longer recognised as premiums, and technical reserves and deferred acquisition expenses recorded as assets or liabilities on the balance sheet are reclassified as “financial contract liabilities” and “financial contract assets”. These deposits are assessed only on the basis of financial flows and no longer on the basis of estimated ultimate results as required by accounting principles applicable to insurance transactions. Income from these transactions is equal to SCOR’s net fee or spread and is recorded under “other operating income” on the income statement.
Mathematical reserves are calculated underwriting reserves relating to guaranteed claims and benefits of ceding companies in life reinsurance. Mathematical reserves are estimated using actuarial methods on the basis of the present value of future payments to cedants less the present value of premium still payable by cedants. The calculation includes assumptions relating to mortality, disability, lapses and the expected future interest rates. Actuarial principles used allow an adequate safety margin for the risks of change, error and random fluctuation. They correspond to those used in the premium calculation and are adjusted if the original safety margins are no longer considered sufficient.
In assessing the Group’s liability for these plans the Group uses external actuarial valuations which involve critical judgments and estimates of mortality rates, rates of employment turnover, disability, early retirement, discount rates, expected long-term rates of return on plan assets, future salary increases and future pension increases. These assumptions may differ from actual results due to changing economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in variability of pension income or expense recorded in future years. Actuarial gains and losses arising from experience adjustments and the effects of changes in actuarial assumptions are reflected in shareholders’ equity.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available to utilise net operating losses carried forward. Management makes assumptions and estimates related to income projections to determine the availability of sufficient future taxable income. SCOR uses a discounted cash flow model comprised of an earnings model, which considers forecasted earnings, and other financial ratios of legal entity based on board approved business plans, which incorporate key drivers of the underwriting results. Business plans include assessments of gross and net premium expectations expected loss ratios and expected expense ratios over a 3 year time horizon, together with actuarial assumptions. These assumptions include the coefficient of variation on ultimate net reserves together with assumptions as to mean time to payment of existing reserves and future business. To the extent that net operating losses carried forward cannot be utilised or expire, there may be deferred income tax expenses recorded in the future.
(1) Inter-segment recharges of expenses are eliminated on consolidation (2) The comparatives have been revised in accordance with IFRS 8
Reconciliation of movements in level 3 financial instruments measured at fair value
On 9 December 2009, SCOR also completed the EUR 75 million Atlas VI transaction, replacing Atlas Reinsurance III. Atlas VI provides EUR 75 million of protection against European windstorms and Japanese earthquakes risks until 31 March 2013.
The mortality swap asset is measured as the difference between the present value of expected cash flow based on the contractual spread (205 bps and 550 bps for the 1st and 2nd tranche respectively) and the current estimated spread obtained from comparable instruments in the market.
SCOR enters into interest rates swaps to cover its exposure to financial debt with variable interest rates. The fair value of these swaps is obtained from the banking counterparty using market inputs. The total notional amount relating to these swaps is EUR 97 millions at 31 December 2009 (2008: EUR 111 millions). Net interest paid under these swaps amounted to EUR 1 million in 2009 (2008: EUR 4 million).
Impairment losses during the year (7) - (7) - - -
The objective of the capital management policy is sustained and ensured through regular updates of forecasts and an annual strategic and financial planning process. The Group’s Board and Executive Management team regularly review the Group’s Risk Profile to ensure that the Group’s Risk Appetite remains aligned with the Group’s strategy. The capital management process is ultimately subject to approval by the board after a formal presentation to its risk committee.
The fair-value of the OCEANE security debt amounted to EUR 218 million as at 31st December 2009 (compared to EUR 204 million at 31 December 2008).
Net claims incurred relating to the current underwriting year 1,249 1,239 Net claims incurred for prior underwriting years 831 753 Total net claims incurred 2,080 1,992
Net paid losses (3) (4) 1 year later 2,514 2,627 1,425 896 1,000 1,026 1,766 1,992 - 2 years later 4,496 3,735 2,119 1,569 1,657 1,626 2,931 - - 3 years later 5,425 4,557 2,666 2,075 2,092 2,155 - - - 4 years later 6,309 5,029 3,119 2,455 2,351 - - - - 5 years later 6,591 5,436 3,456 2,640 - - - - - 6 years later 6,913 5,740 3,704 - - - - - - 7 years later 7,154 6,051 - - - - - - - 8 years later 7,472 - - - - - - - -
(1) For 2009, the amount includes a EUR 2.2 million impact due to a change in the tax legislation applicable to a French plan (2) For 2009, this includes a EUR 2.6 million charge relating to a French plan, which was suspended during the year
The average remaining life of the options and the average exercise price for 2008 and 2009 are presented below.
The fair value of options is estimated by using the binomial method which takes into account the terms and conditions under which the options were granted. The following table lists the characteristics used at the end of 2009 and 2008: Fair value at grant date (EUR) 16.66 15.38 15.85 16.52 Exercise price (EUR) 17.117 14.92 15.63 15.63 Expected life 4 years 4 years 4 years 4 years Historical volatility(1) 33.01% 37.26% 30.73 % 29.54 % Dividend 4.87% 4.87% 4.87 % 4.87 % Risk-free interest rate 2.119% 2.749% 4 % 4.20 %
During Q2 2008 SCOR announced the R3 restructuring plan which had an originally estimated implementation cost of EUR 49 million and expected synergies of EUR 68 million on an annual basis. This now nears final completion. The amount of the restructuring provision that meets the relevant accounting criteria as at 31 December 2009 and 2008 was as follows: Restructuring provisions as at
Parties are considered to be related if one party has the ability to directly or indirectly control the other party or exercise significant influence over the other party in making financial or operational decisions The Group’s related parties include: Key management personnel, close family members of key management personnel, and entities which are controlled, significantly influenced by, or for which significant voting power is held by key management personnel or their close family members; Subsidiaries, joint ventures and associates; and
The Group has several business relationships with related parties. Transactions with such parties are made in the ordinary course of business and on substantially the same terms and conditions including interest rates and collateral as those prevailing at the time for comparable transactions with other parties. SCOR SE is the ultimate parent of the Group. As noted above transactions between SCOR SE and its subsidiaries meet the definition of related party transactions. Where these transactions are eliminated on consolidation they are not disclosed in the group’s financial statements. A list of the Group’s subsidiaries, associates and joint venture is shown below.
The total commitment of the Group for defined benefit retirement plans for the key management personnel in France, Germany and Switzerland amounts at EUR 23 million as of 31 December 2009 (EUR 11.5 million as of 31 December 2008).
Significant subsidiaries, investments in associates and joint ventures are included in the table below where material to the Group.
Assets including investment securities (“OAT”), real estate and shares in associates for a total amount of EUR 2,874 million (2008: EUR 2,708 million) have been pledged to financial institutions, in order to guarantee the letters of credit granted to SCOR
The Group’s objective is to maintain an appropriate mix of fixed and variable rate instruments. It also manages the maturities of interest bearing financial assets. Interest rate risk relating to investments is more fully described in the 2009 Registration Document in Section 4.2.1 – We face risks related to our fixed income investment portfolio.
The majority of the Group’s investments are in debt securities. For investments made in equity securities, the Group’s objective is to develop and manage a high-quality diversified portfolio seeking shares with high dividend payouts. The equity portfolio is regularly monitored.
The holders of bonds convertible and/or exchangeable into new or existing SCOR shares (OCEANEs) had the option until 22 December 2009 included to exercise their share allotment right at rate of 0.117 SCOR share for each OCEANE exercised. On 23 December 2009, the Company acknowledged the conversion of 7,987,792 OCEANEs, resulting in the creation of 934,576 new SCOR shares. The OCEANEs non-exercised were reimbursed in cash. In compliance with Article L. 225-149 of the French Commercial Code, the Board of Directors, on 2 March 2010, acknowledged that 934,576 shares of a nominal value of EUR 7.8769723 each have been created on 31 December 2009 and that it resulted in an increase in capital of a total nominal amount of EUR 7,361,629.26 to the benefit of the holders of OCEANEs. The Board of Directors also brought the necessary amendments to the bylaws provisions relating to the share capital and to the number of shares composing it.
Refer to: Section 15.1.3 – Remuneration in the form of options and share allocation,
Stand-by letter of credit facility agreements executed on 19 December 2008, between SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG on one side and CALYON on the other side
The document referred to in Article 222-7 of the general regulation of the AMF is incorporated in the Registration Document and is shown in Section 28 – Published Information. The information quoted therein is available for downloading from the following sites: Autorité des Marchés Financiers (AMF): Bulletin des Annonces Légales Obligatoires (BALO): SCOR: L’info financière:
SCOR decided to appeal against the ruling by the Spanish National Competition Commission – Press release 13 November 2009 WTC matter is closed – Press release
Partial conversion of OCEANE (EUR 200 million) for EUR 16 million into capital after the conversion by bondholders of 7,978,792 bonds (nominal EUR 2) into 934,576 shares (price EUR 17.094).
The financial statements for the 2009 financial year are presented in accordance with the European Directive of 19 December 1991, the French Decree 94-481 of 8 June 1994, and the Order of 20June 1994 as amended by the Order of 28 July 1995, for which the application has been extended to include reinsurance companies. The income statement was split between the Non-Life underwriting statement, the Life underwriting statement and the non-underwriting statement. In addition to reinsurance operations, the underwriting accounts include general expenses and income from investments relating to reinsurance activities. Income from invested shareholders’ equity is recorded in the nonunderwriting account.
Based on the calculations performed, no such reserve was required or recorded in the financial statements for 2008 and 2009.
Income and losses in the form of interest or premiums are recorded on a pro rata basis over the life of the contract. Commitments given and received recorded at the balance sheet date reflect the nominal amount of open transactions. Any unrealised loss positions on swaps are recorded in the financial statements.
The reinsurance estimates – assumed - Life (EUR 385 million) includes premiums for EUR 1,358 million, commissions payable of EUR (280) million and claims payable amounting to EUR (693) million.
Commissions - assumed 236 236 Commissions - retroceded 1 1 TOTAL 237 237
SCOR, as a stand alone company has a tax deficit (in the absence of a tax consolidation the tax charge would be nil). The corporate tax gain of EUR 12.5 million relates to: the contribution of the subsidiaries which are consolidated for tax purposes for EUR 13.1 million tax credits for EUR 1.8 million taxes from branches : EUR (3.2) million
On 28 December 2006, the Court issued an Opinion and Order granting in part and denying in part defendants’ motions to dismiss the Complaint. The Court dismissed the claims against all defendants alleging violations of Sections 11, 12 and 15 of the Securities Act as well as claims asserting violations of Sections 10(b) and 20(a) of the Exchange Act based upon allegations that Converium misrepresented and omitted material information in its 11 December 2001, initial public offering (the “IPO”) prospectus and registration statement. The Court denied the motion to dismiss those claims against Converium and its former officers alleging that those defendants violated Section 10(b) and Section 20(a) of the Exchange Act by misrepresenting and omitting material information in various public disclosures following Converium’s IPO. In addition, the Court denied Lead Plaintiffs’ motion to amend their complaint.
In compliance with the recommendations stated by the government code, an assessment of the Board of Directors was conducted in 2008. Mr Daniel Valot, an independent Director, addressed a questionnaire to the Directors in September 2008. This questionnaire concerned the composition of the Board, its functioning and the functioning of the Committee’s Boards. All the Directors, without exception, completed the questionnaire. Mr Daniel Valot assessed the questionnaires and presented his summary report during the Board Meeting that took place on 13 November 2008.
However, SCOR considers that an external Director, member of the Board of Directors of SCOR as well as member of the Board of Directors of subsidiaries of SCOR, such as SCOR Holding (Switzerland) or SCOR Reinsurance Company, who satisfies all the other criteria shall be considered as being independent.
Upon request, Directors are entitled to training on the specific nature of the Company, their business lines and their area of activity. They agree to regularly attend meetings of the Board, Committees of which they are members and the General Shareholders’ Meetings. Finally, they are obliged to voice their opposition when they believe that a decision taken by the Board of Directors could be harmful to the Company.
Firstly, the Internal Regulations set out the legal and regulatory provisions, demanding confidentiality with regard to privileged information known to the Directors during their appointment.
A table displaying the fees allocated individually to each Director or non-voting Director can be found in section 15.1.1 of the Registration Document.
The Finance Department includes the Group Corporate Finance and Financial Communications Department, the Group Treasury Department, the Group Financial Planning & Analysis Department, the Group Accounting & Consolidation Department, the Group Tax Department and a new department: the Investment Accounting Department.
This process aims to review and assess the potential impact of selected extreme scenarios. Subject specific working groups constituted of experts across the Group then perform quantitative studies which are summarised in specific reports.
investment decisions are implemented by SCOR Global Investments in accordance with the directives of the Group Investment Committee and with the investment guidelines. This Group Investment Committee meets at least once every quarter. Its role is to coordinate tactical asset allocation on a Group level and to supervise the application of the objectives by the asset management company, observing the constraints established; a regular reporting allows SCOR to monitor the management of assets entrusted to SCOR Global Investments; the investment portfolios managed by external service providers are reviewed during quarterly investment committees, attended by the external fund managers, the Senior Managers of the subsidiary in question and representatives of SCOR Global Investments; the information systems used by SCOR Global Investments monitor transactions on publicly traded securities (audit trail, valuation of securities). Assets owned by all Group entities are since 2009 monitored in one central information system and the accounting tools implemented in Paris in 2008 are being deployed in the Group’s principal subsidiaries. Performance analysis and risk monitoring tools are being deployed as well.
Waste processing and preventive measures: Removal agreement accompanied by a certificate of assumption of responsibility for used oil from Electricity Generation Groups; Recycling of lights bulbs and light tubes with return to our suppliers for waste processing (eco-participation)
DIVIDENDS DISTRIBUTED BY SCOR SE OVER THE LAST THREE FINANCIAL YEARS
Net dividend per share EUR 0.8 EUR 0.8 EUR 0.8 Amount eligible for the deduction allowance specified by Article 158-3 of the French General Tax Code (**) EUR 0.8 EUR 0.8 EUR 0.8 (*) Number of shares of the Company, with a nominal par value of EUR 7.8769723, existing at the moment of distribution of the related dividend, including treasury shares (actions auto-détenues). (**) For natural persons only : the dividend paid in 2007, 2008 and 2009 for the fiscal years 2006, 2007 and 2008 gave entitlement to a 40% deduction (except for dividends received after January 1st, 2008, if the beneficiary has opted for fixed-rate taxation on dividends (prélèvement libératoire forfaitaire).
(*) Plan created by SCOR in order to ensure that the Group is more efficient, more responsive and that its cost structure is more competitive.
Total Of which women Economic redundancies - Job saving plan 29 16 Other layoffs 6 3
Handicap / Disability (on 31 December) 2009 Number of people 5
Social spending Sports association 42 Inter-Company Restaurant (employer's share) 325.5 Topping-up of "holiday cheques" 7 Mutual plan (employer's share) 227.2 Labour medals 400.8 Marriage and birth bonuses 41.8