Share capital increase – 9 January 2009 10,410 Share capital increase – 6 February 2009 9,869 Share capital increase – 28 February 2009 10,225 Share capital decrease – 3 March 2009 (129,539) Share capital increase – 31 December 2009 131,053 Share capital increase – OCEANE conversion – 22 December 2009 934,576 Share capital increase – 2 March 2010 10,705 Share capital decrease - 2 March 2010 (141,758) Share capital increase - 11 March 2010 37,428 Share capital increase - 23 March 2010 24,552 Share capital increase - 31 March 2010 1,137 Share capital increase - 27 April 2010 5,526 Share capital increase – 31 August 2010 1,568 Share capital decrease - 28 July 2010 (68,643) Share capital increase – 30 September 2010 2,612 Share capital increase - 30 October 2010 6,647 Share capital increase – 30 November 2010 20,077 Share capital increase – 31 December 2010 35,002 Share capital increase - Scrip dividends – 15 June 2010 2,647,517 As at 31 December 187,795,401 185,213,031
Average nominal price per share in EUR 7.8769723 7.8769723 Share capital in EUR 1,479,259,172 1,458,917,915
The shares issued in 2010 and 2009 were issued at a nominal price of EUR 7.8769723 per share.
The number of shares held as treasury shares by the Company or its subsidiaries at 31 December 2010 amounted to 6,427,554 shares compared to 6,599,717 shares at the end of 2009. These treasury shares are not entitled to dividends.
The objective of the Group’s overall capital management process is the setting of target risk adjusted rates of return for entities, which are aligned to performance objectives and to promote the creation of value to shareholders.
In this regard, and in line with the Group’s new strategic plan “Strong Momentum” which runs from 2010 to 2013, the Group aims to achieve the following objectives:  Optimisation of the Group’s risk profile;  “AA” level of financial security;  Profitability of 1000 basis points above the risk-free rate over the cycle.
Claims supporting capital managed is comprised of the following: It should be noted that regulatory filings in the majority of countries in which the Group operates are not prepared on an IFRS GAAP basis. The statutory basis of accounting in various countries is very often different from IFRS giving rise to potential differences between IFRS GAAP capital and statutory capital.
The Group actively monitors the regulatory capital requirements of each of its operating subsidiaries within this capital management framework. The Group is subject to applicable government regulation in each of the jurisdictions in which it conducts business, particularly in France, Switzerland, the United States, the United Kingdom, Singapore, Hong Kong, Ireland, Germany and Sweden. Regulatory agencies have broad supervisory and administrative powers over many aspects of the insurance and reinsurance industries. Failure of an operating company to meet the local regulatory capital requirements of the jurisdiction in which it operates could lead to regulatory supervision or administration of the affairs of the operating company.
Under the European Directive relating to reinsurance, as adopted in France in late 2008, the Group is subject to the control of insurance regulators in the various European countries in which it operates. The Group calculated its solvency based on consolidated IFRS financial statement completed with French Generally Accepted Accounting Procedure (GAAP) requirements. This was first performed by the Group in 2008 and subsequently an update was performed at the end of 2009 and 2010. The results of these assessments confirm that the Group meets the requirements of the “Solvency I” directive.
The movement in the translation adjustment is primarily due to the translation of accounts of the subsidiaries and branches using the U.S. dollar as the functional currency. During the year, the Group undertook hedging of the net asset value of its U.S. dollar denominated subsidiaries. These hedges resulted in a total negative foreign exchange impact of EUR 22 million within equity (2009: EUR 1 million). As at 31 December 2010, the Group does not have any hedges of net investments in place. (See Note 26 – Insurance and financial risk)
In 2009, SCOR SE paid a share dividend of EUR 0.80 per share in cash on 14 May 2009 for a total amount of EUR 143 million.
20.1.6.14 NOTE 14 - FINANCIAL DEBT AND OCEANE FINANCIAL DEBT REPAID 4 JANUARY 2010
The following table sets out an overview of the debt issued by the Group: SUBORDINATED DEBT
A 30-year subordinated note totalling USD 100 million was issued on 7 June 1999. This note is redeemable by SCOR quarterly as from the tenth year. These floating-rate bonds bear interest indexed on the 3-month Libor rate plus (i) 0.80% for the first ten years and (ii) 1.80% thereafter. The Group decided not to redeem the USD 100 million of subordinated floating rate notes due 2029 at their first call date in June 2009.
The Company issued, on 6 July 2000, EUR 100 million in 20-year subordinated bonds, redeemable by SCOR each quarter as from the tenth year following their issuance. These floating-rate bonds bear interest indexed on the 3-month Euribor plus (i) 1.15% for the first ten years, and (ii) 2.15% thereafter. The Group decided not to redeem the EUR 100 million of subordinated bonds due 2020 at their first call date in July 2010.
 The liquidation or the complete sale or dissolution of the Company pursuant to the merger, consolidation or amalgation with a third party, if such party fails to assume all obligations of the Company under the notes.
DEBT INSTRUMENTS ISSUED - OCEANE FINANCIAL DEBT REPAID 4 JANUARY 2010
Other financial debt relates primarily to the acquisition of investment properties through financial leases, including options to purchase freehold, in total EUR 2 million and other property related bank loans of EUR 194 million.
The effective interest rate expense incurred during the year relating to financial liabilities measured at amortised cost for 2010 and 2009 is as follows: (1) The amounts presented for 2010 include set up costs for Atlas V & VI of EUR 3 million and EUR 1.4 million respectively, and certain other one-off letter of credit (LOC) charges.
Interest on short and medium term debt(1) (26) (20) Interest on OCEANE, perpetual debt and other long term borrowings (20) (41)
The following table summarises amounts included in contingency reserves: In EUR million
Acquisition of a subsidiary - - Current year provision - 5 5
Reversal of unused reserves - - Foreign exchange rate movements - - Adjusted discount rate 3 - 3
Acquisition of a subsidiary - - Current year provision - 2 2
Reversal of unused reserves (1) - (1) Foreign exchange rate movements 3 - 3 Adjusted discount rate 15 - 15
The other reserves include mainly provision for restructuring cost of EUR 4 million (2009: EUR 4 million) and other provisions related to employee and litigation of EUR 5 million (2009: EUR 6 million).
Total gross insurance contract liabilities 10,796 10,670 11,010 10,291 21,806 20,961
Ceded claims reserves & claims expense reserves (197) (481) (412) (473) (609) (954)
An analysis of the credit rating of the reinsurance recoverable asset from ceded reinsurance together with an aging analysis of the reinsurance asset is also included in Note 26 – Insurance and financial risk.
The table below is a reconciliation of the beginning and ending liability for claims reserves and claims expenses of SCOR Global P&C for the years ended 31 December 2010 and 2009.
Ceded claims reserves and claims estimates as at 1 January (473) (467)
Net claims reserves and claims estimates as at 1 January – revalued 9,079 8,625
Ceded claims reserves and claims estimates as at 31 December (412) (473)
The analysis of the balance sheet reserve movements of SCOR Global P&C, net of retrocession is presented as follows: Gross claims reserves & estimates -end of year (2) 8,244 7,045 6,135 6,310 5,791 9,325 9,127 9,156 9,696
Ceded claims reserves & estimates-end of year (2) 1,313 691 533 554 490 598 467 473 412
1 year later 2,627 1,425 896 1,000 1,026 1,766 1,992 2,101 2 years later 3,735 2,119 1,569 1,657 1,626 2,931 3,295 - 3 years later 4,557 2,666 2,075 2,092 2,155 3,901 - - 4 years later 5,029 3,119 2,455 2,351 2,837 - - - 5 years later 5,436 3,456 2,640 2,948 - - - - 6 years later 5,740 3,704 3,183 - - - - - 7 years later 6,051 4,169 - - - - - - 8 years later 6,443 - - - - - - - 9 years later
Net cumulative inception to date incurred losses as at 31 December 20102 8,999 7,209 6,200 6,184 5,630 9,381 9,490 9,622
Ceded DAC – end of year 25 5 3 2 - 2 1 - 1
(2) At period end exchange rates. (3) At average exchange rates. (4) Includes net cumulative payments for all underwriting years as at each balance sheet date.
The change in Life mathematical reserves for the years ended 31 December 2010 and 2009 was as follows: In EUR million 2010 2009
Guarantees that increase over the time are, for a majority of the assumed business, only applied up to a certain age. This implies that SCOR Global Life will be released from the risk when the beneficiary reaches this age limit.
There are some risks which are specific to the GMDB portfolio. Due to the nature of the product the remaining liability is influenced by the development on the financial markets, such as the development of equities, bonds, interest rates as well as the implied volatility on equity options. It is also dependant on policyholder behaviour, particularly on the exercise of partial withdrawal options, but also on other aspects, such as lapse behaviour and the use of options to choose the underlying funds. Being retrocessionaire, SCOR Global Life is exposed to uncertainties concerning data received from its ceding companies, also due to the inherent reporting lag. In using a model for the assessment of SCOR’s liability under this portfolio SCOR is exposed to remaining model risks.
The liability adequacy test conducted at year end 2010 did not detect any deficiencies for either the Non Life or Life segment for the year ended 31 December 2010.
Total as at 31 December 2010 Share of retrocessionaires contract liabilities 16 529 455 77 13 24 1,114 Securities pledged - 11 39 - - 90 140 Deposits received 4 206 224 52 - 7 493 Letters of credit - 26 32 1 - 2 61 Total collateral from retrocessionaires in favour of SCOR 4 243 295 53 - 99 694 Share of retrocessionaires contract liabilities net of collateral 12 286 160 24 13 (75) (1) 420 (1) To limit credit risk related to retrocessionaires, certain unrated retrocessionaires are obliged to pledge assets to the value of their maximum potential contract liability, even though the actual retrocessionaire liability to SCOR recorded in the balance sheet is lower.
Expected return on assets as at 1 January 2010 7.50% 3.00% 4.00% 7.00% 4.50% Expected return on assets as at 31 December 2010 7.50% 3.00% 4.00% 7.00% 5.00%
Expected return on assets at 1 January 2009 7.50% 4.00% 4.60% 6.40% 4.50% Expected return on assets at 31 December 2009 7.50% 3.00% 4.00% 7.00% 4.50%
Expected returns on assets are determined plan by plan. They depend on the asset allocation and expected performance prevailing on that date, applicable to the period over which the obligation is to be settled. These are reflected in the assumptions above.
An increase or decrease in the discount rate of 0.25% would result in an increase or decrease in the estimated pension liability of approximately EUR 9 million (2009: EUR 12 million relating to an increase or decrease in the discount rate of 0.5%) with the offsetting impact recorded in equity.
(1) 2009: Includes a EUR 2.6 million charge relating to a French plan, which was suspended during the year. 2010: Includes a EUR 12.5 million profit relating to a French agreement, "Indémnité de Fin de Carrière", which had been cancelled in 2009.
The actual returns on plan assets were EUR 4.9 million for the year ended 31 December 2010 (2009: EUR 6.5 million).
Funded status as at 31 December - deficit 50 26 17 7 57 31 18 8
Unfunded obligation as at 31 December 35 32 - 3 26 24 - 2
Accrued / (Prepaid) as at 1 January 77 50 17 10 74 43 19 12
Accrued / (Prepaid) as at 31 December 79 53 16 10 77 50 17 10
The following table includes the allocation of plan assets as at 31 December 2010 and 2009: In EUR million Europe Switzerland North America
As at 31 December 2010, employer contributions for the year ahead are expected to amount to EUR 6 million (2009: EUR 8 million).
The total expense for the year relating to share based payment is EUR 31 million, with EUR 6 million (2009: EUR 4 million) relating to share options granted from 2006 to 2010 plans (2009: 2005 to 2009) and EUR 25 million (2009: EUR 11 million) relating to free shares granted from 2007 to 2010 plans (2009: 2007 to 2009).
The share-based payment plans are described below. There have been no cancellations or modifications to any of the plans during 2010.
The Group grants its employees options or share subscription plans under the following terms: Plan
The stock options are available after 4 or 5 years regardless of whether the employee is still actively employed by the Group.
The terms and conditions of the stock options plan of 18 March 2010 and 12 October 2010, similar to those usually decided by SCOR (notably as regards to the presence conditions), provide that the options allocated to Partners can be exercised at the earliest 4 years after the grant date, if the presence condition is respected in addition to the satisfaction of certain performance conditions.
The exercise of all of the stock options allocated to the Chairman and Chief Executive Officer (and those allocated to the other members of the COMEX) and half of the options allocated to the other Partner beneficiaries are, in addition to the presence condition, subject to fulfilment of three out of four of the performance conditions outlined below :  The S&P financial strength rating must be “A” in 2010 and 2011;  The P&C business combined ratio must be less than or equal to 102% on average in 2010 and 2011;  The Life business operating margin must be higher than or equal to 3% on average in 2010 and 2011;  The SCOR Group’s ROE for the financial years ending 31 December 2010 and 31 December 2011 must exceed the risk-free rate in 2010 and 2011 by 300 points on average.
 In addition to the conditions above, 20% of the stock options allocated in 2010 to the Chairman and Chief Executive Officer (and the ones allocated to the other members of the COMEX) are subject to the further performance condition that the SCOR Group's financial strength rating by AM Best must have increased to "A" before March 2011.
The terms and conditions of the performance and free share plan of 2 March 2010, 12 October 2010 and 17 December 2010, similar to those usually decided by SCOR (notably as regards to the presence conditions for the first two years) provide that after the vesting period of 2 years for beneficiaries tax resident in France (and an obligation to retain shares for a period of 2 years from the end of the vesting) and of 4 years for beneficiaries not tax resident in France, the final acquisition of these shares will be subject to the condition of presence of 2 years for each non-Partner employee and to the satisfaction of performance conditions for Partners. All the allocation to the Chairman and Chief Executive Officer (and those allocated to the other members of the COMEX) and half of the allocation to the other Partner beneficiaries, are subject to performance conditions.
Expected life 2 years for French 4 years for foreigners 2 years for French 4 years for foreigners 2 years for French 2 years for French 4 years for foreigners 2 years for French 4 years for foreigners 2 years for French 4 years for foreigners 2 years for French 4 years for foreigners
Dividend 5.28% 5.28% 5.28% 4.87% 4.87% 4.87% 4.87% Risk-free interest rate 2% 1.5% 2.1% 2.238% 2.422% 2.312% 2.119%
Amounts reported in the consolidated statements of income Current tax – current year (114) (9) Current tax –prior years 18 (26) Deferred taxes due to temporary differences (5) (100) Deferred taxes from tax losses carried-forward 22 184 Changes in deferred taxes due to changes in tax rates or tax law 43 (2) INCOME TAX (EXPENSE)/BENEFIT (36) 47
In December 2010, the French Parliament enacted a new tax law regarding the taxation of the French capitalisation reserve (“reserve de capitalisation”, a French insurance statutory provision). As a result French insurance companies have to pay a 10% exit tax on the capitalisation reserve position as of 31 December,2009. In return any increase or release of the capitalisation reserve is no longer taken into consideration in the calculation of income taxation from 1 January, 2010 onwards. Therefore, there is no longer any deferred tax impacts to be considered.
The existing deferred tax liabilities related to this position measured at 34.43% were released, resulting in a net tax benefit of 24.43% of the capitalisation reserve as of 2009. Therefore, the income tax expense for the year 2010 includes a benefit of EUR 42 million for the change in tax law. Changes in tax risk provision are included within Other Liabilities.
Unrealised revaluations and temporary differences on investments (119) (37) (21) (37)
Interest income on investments 314 272 Other income (including cash and cash equivalent) 19 52
Realised gains and losses on investments 206 177 Unrealised gains and losses on investments - 19 Investment impairment (57) (233) Real estate amortization (9) (14) Other investments expenses (35) (28)
The table below shows the net results of retrocession for the years ended 31 December 2010 and 2009: In EUR million
Other operating and administrative expenses include expenses incurred by the Group, excluding gross commissions, as follows: In EUR million 2010 2009
These expenses are further allocated into categories by function as follows: In EUR million 2010 2009
Acquisition and administrative expenses 219 221 Investment management expenses 33 35 Claims settlement expenses 21 17 Other current operating expenses (1) 131 116 OTHER OPERATING AND ADMINISTRATIVE EXPENSES 404 389 (1) The amounts presented above for 2009 include Highfields settlement and related legal expenses of EUR 12 million, net of expected recovery.
Net income attributable to ordinary shareholders 418 180,125 2.32 370 179,455 2.06 Diluted earnings per share
Net income attributable to ordinary shareholders and estimated conversions 418 184,159 2.27 370 181,259 2.04 (1) Average number of shares during the period. See Note 1 of the consolidated financial statements (2) After stock consolidation on 3 January 2007: 1 new share equals 10 old shares (3) Calculated assuming all options are exercised where the average SCOR share price for the year exceeds the option exercise price 20.1.6.24 NOTE 24 - RELATED PARTY TRANSACTIONS
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
 Post employment benefit plans for the benefit of SCOR employees.
Key management personnel are those individuals having responsibility and authority for planning directing and controlling the activities of the Group. The Group considers that the members of the COMEX and the Board constitute key management personnel for the purposes of IAS 24.
Fixed compensation 4,512,763 4,097,798 Variable compensation 2,738,301 3,176,218 Profit sharing 74,039 Premiums /allowances 127,855 102,124
The total commitment of the Group for defined benefit retirement plans for the members of the Executive Committee in France, Germany and Switzerland amounts to EUR 21 million as of 31 December 2010 (EUR 23 million as of 31 December 2009).
SCOR SE provides parental guarantees to a number of operating subsidiaries. Under the terms of these parental guarantees contracts of insurance or reinsurance between clients and the Group companies are covered so that clients benefit from the additional financial security of SCOR SE.
Reinsurance – Insurance Businesses SCOR SE France 100.00 100.00 100.00 100.00 Parent General Security Indemnity Company of Arizona United States 100.00 100.00 100.00 100.00 Full General Security National Insurance Company United States 100.00 100.00 100.00 100.00 Full Prévoyance Ré France 100.00 100.00 100.00 100.00 Full SCOR AFRICA Ltd (Micawber) South Africa 100.00 100.00 100.00 100.00 Full SCOR GIE Informatique France 100.00 100.00 100.00 100.00 Full SCOR Perestrakhovaniye Russia 100.00 100.00 100.00 100.00 Full SCOR Reinsurance Company US United States 100,00 100,00 100,00 100,00 Full SCOR U.S. Corporation United States 100.00 100.00 100.00 100.00 Full SCOR Global Investment SE France 100.00 100.00 100.00 100.00 Full SCOR Global LIFE SE and its subsidiaries
SCOR Holding (Switzerland) AG Switzerland 100.00 100.00 100.00 100.00 Full SCOR Finance (Bermuda) Ltd renamed to SCOR FINANCE (SWITZERLAND) LTD Switzerland 100.00 100.00 100.00 100.00 Full
SCOR Holding (UK) Ltd United Kingdom 100.00 100.00 100.00 100.00 Full SCOR Insurance (UK) Ltd United Kingdom 100.00 100.00 100.00 100.00 Full SCOR PCC Ltd United Kingdom 100.00 100.00 100.00 100.00 Full SCOR Switzerland AG Switzerland 100.00 100.00 100.00 100.00 Full
Letters of credit (3) 1,201 1,484 Pledged securities 3,691 2,874 Endorsements, surety 68 23 Other commitments given 54 75
TOTAL COLLATERAL RECEIVED FROM RETROCESSIONAIRES (4) 694 975 (1) Unused lines of credit represent those facilities available to the Group to enable it to meet its liquidity requirements. These include overdrafts and lines of credit, but exclude letter of credit facilities. The Group has total letter of credit facilities available to it of USD 1,491 million, composed of several syndicated and bilateral lines with international banks.
(2) Includes letters of credits received from external retrocessionaires. (3) Represents the total amount of letter of credits granted by the entity in favour of its cedants, including those issued by banks on behalf of the
Parental guarantees provided by SCOR SE to a number of operating subsidiaries have been presented within Note 24 – Related party transactions.
Insurance risk for the Non-Life and the sensitivity of the Group to that risk is described in the 2010 Registration Document Section 4.1.1 – The Group is exposed to diverse risk factors in the non-life and life reinsurance businesses.
Insurance risks and the related sensitivities of the Life business to these risks is described in the 2010 Registration Document Section 4.1.1 – The Group is exposed to diverse risk factors in the non-life and life reinsurance businesses.
The following table provides an overall analysis of the aging of financial assets as at 31 December 2010: In EUR million Current 1-12 months Total
The following table provides an overall analysis of the aging of financial assets as at 31 December 2009: In EUR million Current 1-12 months Total
The cash flows of the life business have been prepared on a best estimates basis. The amounts below represent the estimated timing of the gross cash flows resulting from recognised insurance liabilities. For long term life reinsurance, benefit payments are typically settled net of premiums (for treaties with periodic premium payments). Where reserves are deposited with the client, the settlement normally also includes certain other account items, primarily the release of the deposits. For contracts where deposits may be used to offset the amounts settled between SCOR and its cedants, the cash flows have been projected on a net basis.
Life Insurance liabilities In EUR million 1-5 years 6-10 years > 10 years
In EUR million Interest rate ranges Less than 1 year Between 1 to 5 years Greater than 5 years TOTAL
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. This risk is more fully described in the 2010 Registration Document in Section 4.2.4 – SCOR is exposed to currency risk.
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 2010 Registration Document in Section 4.2.1 – SCOR faces risks related to its fixed income investment portfolio.
 For the business written in the United Kingdom, Scandinavia, United States (traditional, non-savings products) and France (excluding Long Term Care), valuation interest rates are locked-in based on a prudent estimate of the expected rate earned on assets held less a provision for adverse deviation.
There is no requirement for a material change in reserves for life products with guaranteed minimum death benefit (GMDB) in the event of a 100 basis point change in interest rates.
The interest sensitivities include the movements on the debt security portfolio, cash and cash equivalents, structured notes, the impact of changes in interest rates on variable rate financial debt and the GMDB and annuity business of the life operations in the U.S.
SCOR conducted an analysis of the sensitivity of the impairment of equity securities, by applying the accounting policy and application rules set out in 20.1.6.1 (H) to theoretical future market value changes. SCOR estimates that, excluding any impairment arising to duration, a further uniform decline of 10% from 31 December 2010 market values would generate no future further impairment of equity securities (2009: with an equivalent decline, EUR 12 million). It should be noted that this figure should not be scaled up or down as the impairment rules are not a linear function of market value. For example a scenario with a market value decline of 20% would not double the potential further equity impairment.
The market sensitivities of the Group are estimated as follows: In EUR million Income (3) Equity (3) (4) Income (3) Equity (3) (4)
The Group recognised a net foreign exchange loss of EUR (15) million for the year ended 31 December 2010 (2009: gain of EUR 14 million).
For currency translation risk(1), the following sensitivity analysis considers the impact in equity of a 10% movement in the exchange rates of the Group’s two largest translation risk currency exposures, USD and GBP relative to EUR.
USD/EUR +10% 132 130 % of Equity 3.1% 3.3% USD/EUR -10% (132) (130) % of Equity (3.1)% (3.3)% GBP/EUR +10% 31 34 % of Equity 0.7% 0.9% GBP/EUR -10% (31) (34) % of Equity (0.7)% (0.9)%
SCOR negotiated a definitive agreement for the settlement of the claims of non-U.S. purchasers of Converium securities. A petition was submitted on 9 July 2010 before the Court of Appeal of Amsterdam, in the Netherlands, which is the only Court likely to maintain jurisdiction in order to grant a legal ground to the payment of indemnification to the shareholders not residing in the US homogeneous with the indemnification received by the US shareholders. The proceeding before this Court in relation to its jurisdiction and is being carefully followed with by SCOR. The decision by the Court is expected in April 2012.
On 18 June 2009, SCOR commenced an action before the Commercial Court of Nanterre against an insurance company with respect to the recovery of the attorney’s fees and costs arising from the Highfields Capital LTD, Highfields Capital I LP and Highfields Capital II LP litigation covered by the D&O insurance policy. The proceedings are still ongoing.
On 16 February 2011, the Group entered into an agreement to sell its US Fixed Annuity business through the sale of its wholly owned subsidiary Investors Insurance Corporation. With this sale, the Group will completely exit the annuity business. The transaction is expected to be completed in the first half of 2011, subject to regulatory approvals.
Since the beginning of 2011, a series of exceptionally serious natural catastrophes has hit Australia, with cyclones and floods, as well as New Zealand, with an earthquake that has devastated Christchurch. The entire reinsurance industry is impacted by these very major events. On the basis of currently available information, SCOR estimates that costs for the Group, net of retrocession and before tax, are close to EUR 100 million for the Australian events of 2011 and another EUR 100 million for the second New Zealand earthquake. For the natural catastrophe losses impacting the Australian or New Zealand markets, the Group is protected by an external retrocession programme that kicks in in excess of USD 185 million per occurrence.
20.2 Auditing of historical consolidated financial information In application of the EC Commission Regulation No. 809/2004, the following information is included by reference in this Registration Document: (i) The report from the Statutory Auditors on the consolidated financial statements for the financial year ending 31 December 2009 published pages 264 to 266 of the registration document filed with the Autorité des Marchés Financiers on 3 March 2010 under Number D.10-0085
(ii) The report from the Statutory Auditors on the consolidated financial statements for the financial year ending 31 December 2008 published pages 252 to 254 of the registration document filed with the Autorité des Marchés Financiers on 5 March 2009 under Number D. 09-0099.
This is a free translation into English of the statutory auditors’ report issued in the French language and is provided solely for the convenience of English speaking readers. This report includes information specifically required by French law in all audit reports, whether qualified or not, and this is presented below the opinion on the financial statements. This information includes explanatory paragraphs discussing the auditors’ assessments of certain significant accounting matters. These assessments were made for the purpose of issuing an opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements. The report also includes information relating to the specific verification of information in the Group management report.
These consolidated financial statements have been approved by the Board of Directors at their meeting on 7 March 2011. Our role is to express an opinion on these financial statements, based on our audit.
Financial Statements have been prepared in a context of continuous uncertain economic environment and of evolution of the financial crisis that now includes monetary ramifications within the euro area. In accordance with the requirements of Article L. 823-9 of the French Commercial Code (Code de Commerce), we have performed our own assessments that we bring to your attention on the following matters:  Within the framework of our assessment of the accounting rules and policies followed-up by our company, we ensured ourselves of the reasonableness of the change in accounting methods mentioned above and of the presentation thereof.
 Notes 1- “(G) real estate investments”, 1 - “(H) financial instruments”, 5, 6 and 8 to the consolidated financial statements describe the principles and methods used to estimate the valuation and impairment of investments and derivative instruments.
 Notes 1 - “(R) Taxes” and 19 to the consolidated financial statements describe the principles and methods used to perform the valuation of deferred tax assets as well as the deferred tax assets impairment test.
The third-party agreements executed in 2010 or continued during 2010, as defined by Articles L. 225-38 and following of the French Commercial Code have been the subject of a specific report by the statutory auditors in Section 19.3.
20.6 Dividend distribution policy The resolution to be presented to the Annual General Meeting to approve, during the first half of 2011, the accounts for the financial year 2010, sets out the distribution of a dividend of EUR 1.10 per share for the financial year 2010.
20.7 Litigation and arbitration procedures Please see Section 20.1.6.27 – Note 27 – Litigation.
20.8 Material change in financial or commercial situation No material change has occurred in the Group’s financial or commercial situation since the end of the financial year 2010.
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 on 4 January 2010. 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.
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated 18 May 2004, in its fourth resolution to authorise the Board to grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new shares issued during that period following the exercise of options, the Board of Directors of SCOR acknowledged, on 2 March 2010, the capital increase of EUR 84,322.99 by creation of 10,705 shares with a nominal value of EUR 7.8769723 each.
Pursuant to the decision of the Ordinary Shareholders General Meeting of the Company dated 28 April 2010, in its second resolution, to distribute, for the 2009 fiscal year, a dividend of one euro (EUR 1) per share and in its third resolution to offer each shareholder the option to choose between the payment of a dividend in cash or in new shares to to be set at a price equal to 90% of the volume-weighted average price quoted during the twenty trading days preceding the date of this General Shareholders’ Meeting, less the net amount of the dividend, rounded up to the nearest cent, i.e., 1 This figure corresponds to the share capital and to the number of shares as acknowledged by the Board of Directors on 28 July 2010, and stated in the by-laws of the Company as at 31 December 2010. It does not take into account the shares that could have been issued between 28 July 2010 and 31 December 2010 due to the exercise of stock-options. The figures that take these shares into account are referred to in Section 20.1.6 – Notes to the consolidated financial statements, Note 13 – Information on share capital, capital management, regulatory framework and shareholders’equity.
EUR 15.96 per share (including EUR 7.8769723 of nominal value and EUR 8.0830277 of issuance premium, the Board of Directors acknowledged, on 28 July 2010 :  the issuance, on 15 June 2010, in consideration of the dividend, of 2,647,517 new shares of a nominal value of EUR 7.8769723 each, with entitlement to all benefits as of the 1 January 2010, and
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company dated 28 April 2010, in its eighteenth resolution to authorise the Board to reduce the share capital by cancellation of treasury shares, the Board of Directors of SCOR decided on 7 March 2011 the share capital reduction of EUR 1,155,260.40 by cancellation of 146,663 new treasury shares with a nominal value of EUR 7.8769723 each.
As a result, on the date of the Registration Document, the share capital of SCOR was EUR 1,478,740,032 divided into 187,729,495 shares each with a par value of EUR 7.8769723.
Number of shares authorised for convertible securities and under stock option plans
Normal amort izatio n date 2 July 2004 10,470,000 - - 2 Aug. 2004 1 Jan. 2010 Issuance of warrants
Expiration date 28 Feb 2003 105,239 102,799 102,799 28 Feb 2007 28 Feb 2013 3 June 2003 133,343 129,475 129,475 3 June 2007 3 June 2013 25 Aug 2004 250,068 179,516 175,448 26 Aug 2008 26 Aug 2014 16 May 2005 538,278 464,112 455,848 16 Sept 2009 16 Sept 2015 14 Sept 2006 742,965 720,482 703,752 15 Sept 2010 15 Sept 2016 14 Dec 2006 211,000 149,500 146,500 15 Dec 2010 15 Dec 2016 22 May 2008 279,000 279,000 279,000 22 May 2012 22 May 2018 10 Sept 2008 1,173,000 1,120,500 1,120,500 10 Sept 2012 10 Sept 2018 25 Nov. 2009 88,500 88,500 88,500 25 Nov. 2013 25 Nov. 2019 18 March 2010 - 1,378,000 1,378,000 19 March 2014 19 March 2020 12 Oct. 2010 - 37,710 37,710 13 Oct. 2014 13 Oct. 2020
Number initially authorised (date of the Shareholder’s Meeting) Outstanding number at the date of the Registration Document
13th resolution (Delegation of authority granted to the Board of Directors for the purpose ofmaking determinations with respect to the issuance, in the context of an offer of shares and/or of securities granting access to capital or entitling the holder to a debt instrument, with cancellation of preferential subscription rights)
14th resolution (Delegation of authority granted to the Board of Directors for the purpose of making determinations with respect to the issuance of shares and/or securities granting access to the Company’s capital or entitling the holder to a debt instrument, as remuneration for shares contributed to the Company in the context of any public exchange offer launched by the Company)
15th resolution (Authorisation granted to the Board of Directors for the purpose of the issuance of shares and/or securities granting access to the Company’s capital or giving entitlement to a debt instrument, as remuneration for shares contributed to the Company in the context of any public exchange offer launched by the Company or of any contributions in kind within a limit of 10% of the share capital)
This resolution can only be used with the 11th and 12th resolutions and is in any case capped by 11th and 12th resolutions 19th resolution (Authority to issue shares for stock option plans)
(1) Due to the imputation of the 12th resolution’s ceiling on the 11th resolution ceiling. (2) Due to the imputation of the 17th resolution’s ceiling on the 11th resolution ceiling. (3) The 17th resolution granted a delegation of authority for the purpose of issuing securities granting the right to 19,042,848 new shares of
SCOR SE. Such securities granting the right to subscribe 19,042,848 new shares of SCOR have been issued to the benefit of UBS on 17 December 2010, in the context of the implementation of the capital contingent line.
Except for the delegation granted pursuant to the 16th resolution, which is granted for a twenty-six (26) months duration, the authorisations granted by the Shareholders’ Meeting of 28 April 2010 are each granted for an eighteen (18) months duration as from the date of the Shareholders’ Meeting, i.e. until 28 October 2011, date on which it will be deemed expired if the Board of Directors did not use it.
The total number of shares authorised at the date of the Registration Document, including the shares that could be issued in connection with the implementation (i) of stock option plans and allotment of free shares plans, (ii) equity securities and (ii) the current delegations and authorisations is 108,189,410.
The description of the stock buyback programme implemented under the 8th resolution of the Annual Shareholders' Meeting of 28 April 2010 was published by the Company on 28 April 2010. The report of the Board of Directors of the Company to the Annual Shareholders’ Meeting to be held in the first half of 2011 on the use of the 8th resolution will be made available to SCOR shareholders under the conditions set forth by law.
On 31 December 2010, SCOR held 6,427,554 shares compared with 6,599,717 shares at 31 December 2009. The par value of these treasury shares is EUR 7.8769723 and their book value is EUR 103,377,434.64.
Percentage of share capital 1. Stimulation of the secondary market or the liquidity of the Company's shares by an investment services provider through a liquidity agreement compliant with a professional ethics charter recognised by the Financial Markets Authority 2. Setting-up, implementation or hedging of any stock option plans, other plans for allocation of shares and, generally, any form of allocation to employees and/or corporate officers (mandataires sociaux) of the Company and/or of affiliated companies, including hedging of any Company stock option plan pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code, allocation of Company shares at no cost in the context of the provisions of Articles L. 225- 197-1 et seq. of the French Commercial Code, allocation of Company shares as participation in profits generated by the expansion of business (participation aux fruits de l’expansion de l’entreprise) or allocation or transfer of Company shares within the framework of any employee savings plan (plan d’épargne salariale), in particular in the context of the provisions of Articles L. 3321-1 et seq., and L. 3332-1 et seq., of the French Labor Code 3. Purchasing of shares for keeping and later remittal for exchange or as payment within the framework of possible external growth operations without exceeding the limit set by paragraph 6 of Article L. 225-209 of the French Commercial Code in the context of a merger, spin-off or contribution 4. to respect all obligations linked to the issuance of securities granting access to capital - - - 5.
Cancellation of the shares bought back in this way, within the limits established by law in the context of a reduction in share capital approved or authorized by the shareholders 21.1.4 AMOUNT OF CONVERTIBLE SECURITIES, EXCHANGEABLE SECURITIES OR SECURITIES WITH SUBSCRIPTION WARRANTS
The issuance of the shares will be triggered when SCOR has experienced total aggregated losses from natural catastrophes above certain thresholds occurring over three years, between 1 January 2011 and 31 December 2013
In addition, subject to no drawdown having been made under the facility, if the daily volume weighted average price of the SCOR SE shares on Euronext Paris falls below EUR 10 (i.e. a level of price close to the par value of the SCOR SE share), an individual tranche of EUR 75 million will be drawn down in order to ensure the availability of this financial cover (the warrants being unexercisable below par value) in case of occurrence of a natural catastrophe-type event during the remainder of the risk coverage period.
Pursuant to the agreement entered into with UBS, SCOR SE issued 9,521,424 warrants to UBS on 17 December 2010. Each warrant commits UBS to subscribe for two new SCOR SE shares. The issuance of the shares will be automatically triggered when the aggregated amount of the estimated ultimate net losses resulting from natural catastrophes incurred by the Group (in its capacity as an insurer/reinsurer) reaches certain thresholds in any given calendar year between January 1 2011 and December 31, 2013(1). In the absence of any triggering event, no shares will be issued under the facility. The facility may therefore reach its term without any dilutive impact for shareholders.
The warrants will remain exercisable until three months after the expiry of the above risk coverage period (from 1 January 2011 to 31 December 2013).
All subscriptions for new shares by UBS, if any, will be made at a price of 90% of the volume weighted average price of the SCOR SE shares on Euronext Paris over the three trading days preceding the exercise of the warrants. UBS is committed to subscribing for the new shares but does not intend to become a long term shareholder of SCOR SE and will resell the shares by way of private placements and/or sales on the open market. UBS does not intend to become a long term shareholder of SCOR SE, and will resell the shares by way of private placements and/or sales on the open market.
 Section 17.2 – Information on shareholding and stock options for members of the administrative and management bodies,
 Appendix A – Notes to the Corporate Financial Statements – Note 12: Stock Options,
 Section 20.1.6 – Notes to the Consolidated Financial Statements – Note 17: Provisions for employee benefits, and
 Section 21.1.1 – Amount of issued capital and additional information,
Refer to:  Section 15.1.3 – Remuneration in the form of options and share allocation;  Section 17.2 – Information on shareholding and stock options for members of the administrative and management bodies;  Section 17.3 – Plans providing employee participation in Company;  Appendix A – Notes to the Corporate Financial Statements – Note 12: Stock Options;  Section 20.1.6 - Notes to the Consolidated Financial Statements – Note 17: Provisions for employee benefits, and
 Section 21.1.1 – Amount of issued capital and additional information;  Section 21.1.4 - Amount of convertible seccurities, exchangeable securities or securities with subscription warrants.
Exercise of subscription option 10.90 10,705 84,322.99 32,361.51 Cancellation of treasury shares N/A 141,758 1,116,623.84 None Exercise of subscription option 10.90 68,643 540,699.01 207,509.69 Cancellation of treasury shares N/A 68,643 540,699.01 None Payment of the dividend in shares 15.96 2,647,517 20,854,418.07 21,399,953.25 21.2 Charter and Bylaws 21.2.1 CORPORATE PURPOSE OF THE ISSUER (ARTICLE 3 OF THE BYLAWS)
The Shareholders’ Meeting may decide to offer shareholders a choice between payment of the dividend in cash or in shares for all or a portion of the dividend or interim dividend to be distributed, in compliance with applicable law and regulatory provisions. Dividends will be deemed forfeited after the legally prescribed period (i.e. after five years) and revert to the French government.
At all meetings, each shareholder has as many votes as the number of shares he holds or represents without limitation other than those which may result from legal requirements and the stipulations above. The difference between the distribution of share capital and the distribution of voting rights arises from the existence of treasury shares with no voting rights.
Where the shares are held by a beneficial owner, the voting rights attached to those shares belong to the beneficial owner at ordinary shareholders’ meetings, and to the bare owner at extraordinary shareholders’ meetings.
After approval of the financial statements and recognition of the existence of distributable funds consisting of the earnings for the fiscal year, less prior losses and plus, if applicable, any profit carried forward, the Shareholders’ Meeting shall distribute them as follows:  The profit available for distribution comprises the net profit for the financial year, less prior-year losses and all sums transferred to reserves pursuant to the law, plus any retained earnings;  All or part of the profit available for distribution may be transferred by the Shareholders’ Meeting to any discretionary, ordinary or extraordinary reserves or carried forward, as deemed appropriate.;  Any remaining balance shall be distributed on all the shares in proportion to their unredeemed paid-up value, it being stipulated that during a period of two years starting from the reverse split operation on the shares of the Company, pursuant to the seventeenth resolution of the Ordinary and Extraordinary Shareholders’ Meeting of 16 May 2006, shares which have been subject to the reverse split shall be entitled to an amount ten times greater than the amount to which shares which have not been subject to the reverse split shall be entitled.
Under current French regulations, and in particular Article L. 225-132 of the French Commercial Code, any cash capital increase gives a pre-emptive right for shareholders to subscribe to new shares which is proportional to the amount of their shares.
carried out through a public offering without pre-emptive subscription rights, the issue price must be set according to Article L 225-136 of the French Commercial Code.
The Shareholders’ Meeting may also reserve it for shareholders of another company that is the target of a public exchange offer initiated by the Company pursuant to Article L. 225-148 of the French Commercial Code or for certain persons in the context of contributions in kind in application of Article L. 225-147 of the French Commercial Code.
Subject to legal provisions concerning voting rights in meetings and the right to communication conferred on shareholders, shares are not divisible with regard to the Company, so that joint co-owners are required to be represented with the Company by one of said co-owners or by a single agent, appointed by the Court in the event of disagreement.
Shareholders’ Meetings shall be called and conducted in accordance with French law. They shall consist of all shareholders, regardless of the number of shares held. Pursuant to Article 8 ("Rights attached to each share") of the bylaws, in the two year period from the Group’s reverse stock split on 3 January 2007, each old share was entitled to one vote and any new share to ten votes, so that the number of votes attached to each share was proportionate to the share capital they represented.
All shareholders may attend the Meetings, in person or through an agent, with proof of identity and of the ownership of shares, either in the form of registration in his name or a certificate from an authorised intermediary designated as account holder.
Subject to the terms and conditions set forth by the legal and regulatory provisions in force, shareholders may send their proxy voting forms or remote voting forms concerning any Shareholders’ Meeting either in paper format or, if approved by the Board of Directors, by an electronic means of communication. For instructions issued by shareholders via electronic means including proxy instructions or for electronic remote voting forms, the capture and electronic signature of the shareholder may be carried out directly, if applicable, on the dedicated website set up by the Company, by any reliable identification process that safeguards the link between the signature and the form as determined by the Board of Directors and in accordance with the conditions defined by the legal and regulatory provisions in force.
The deadline for the return of remote voting forms and proxies shall be determined by the Board of Directors. Such deadline cannot be less than one day before the date of the Shareholders’ Meeting. However, if authorised by the Board of Directors, electronic remote voting forms and instructions given by electronic methods involving a proxy or a power of attorney may validly be received by the Company up until 3 p.m. (Paris time) on the day preceding the Shareholders’ Meeting.
The Board of Directors of the Company may also determine that shareholders may participate in and vote at any Shareholders’ Meeting by videoconference or by any other mode of telecommunication permitting the identification and effective participation of the shareholders, under the conditions set forth by the legal and regulatory provisions in force.
21.2.6 PROVISIONS THAT COULD DELAY, DEFER OR PREVENT A CHANGE IN CONTROL
code, a stake in a reinsurance company shall be notified by these persons to the French prudential control Authority prior to its completion when one of the following conditions are met : 1° the portion of the voting rights held by this or these persons crosses up or down the thresholds of the tenth, the fifth, the third or half ; 2° the company becomes or ceases to be a subsidiary of this or these persons.
In case of failure of these rules, and without prejudice of the provisions of article L. 233-14 of the French commercial code, upon request from the French prudential control Authority, the District Attorney or any shareholder, the judge shall adjourn the exercise of the voting rights of the failing persons, until regularization of the situation.
Triple X – SCOR Global Life Rückversicherung AG (formerly Revios and absorbed by SCOR Global Life SA in 2007) Transaction
It has been an objective of the Revios Group to reduce its reliance on short term LoC in favour of a longer term solution, not only as a prudent course of action, but also in order to garner more favourable treatment from the rating agencies. For this purpose, in 2005 Revios put in place a Funding Arrangement (“FA”). This FA is in the form of a reinsurance agreement with two third party reinsurers, London Life and Union Hamilton. London Life acts as an intermediary for the retrocession of Revios business to its offshore companies. Under the FA, funds are placed in trust for the benefit of London Life, which reduces the LoC requirement on a dollar-for-dollar basis.
The FA was launched in two phases. In the first phase, effective 31 December 2005, USD 105 million was placed in trust in lieu of letters of credit. In the second phase, an additional USD 96 million of funding was placed in trust effective 30 September 2006.
In order to anticipate the increasing requirements of the Triple X regulations, the FA provided regulatory guarantees of approximately USD 224.75 million as at 31 December 2008, USD 224.51million as at 31 December 2009 and USD 359 million as at 31 December 2010.
Parent company guarantees issued by SCOR Global Life Rückversicherung AG (formerly Revios, absorbed by SCOR Global Life SA in 2007) to its subsidiaries
SCOR Global Life SE has signed on 22 February 2008 a four-year mortality swap with JPMorgan Ventures Corporation, under the terms of which it will receive up to USD 100 million and EUR 36 million in the event of a significant rise in mortality. The agreement runs from 1 January 2008 to 31 December 2011 and will compensate SCOR notably for a rise in mortality rates due to major pandemics, natural catastrophes or terrorist attacks.
SCOR Global Life SE has added a new layer of protection to its current four-year mortality swap transaction. Under the new, extended arrangement, SCOR will be entitled to USD 75 million in the event of a rise in mortality over the course of
the period from 1 January 2009 to 31 December 2011 notably due e.g. to major pandemics, natural catastrophes or terrorist attacks.
Stand-by letter of credit facility agreement executed on 23 October 2008 between SCOR SE, SCOR Global Life SE and SCOR Global P&C SE on one side and Deutsche Bank on the other side, as amended on 4 December 2009 and on 30 November 2010
SCOR SE, SCOR Global Life SE and SCOR Global P&C SE on one side and Deutsche Bank on the other side executed, on 23 October 2008, a stand-by letter of credit facility agreement.
Deutsche Bank agreed to issue Stand-By Letters of Credit (“SBLCs”) in a form acceptable to the American National Association of Insurance Commissioners (“NAIC”) as guarantee for commitments undertaken by SCOR, SCOR Global Life SE and SCOR Global P&C SE in the context of their reinsurance activities. The maximum face value of the letters of credit under this agreement is USD 325,000,000, as from 23 October 2008 until 31 December 2011.
A stand-by letter of credit facility agreements dated 23 October 2008, was executed between SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and SCOR Rückversicherung (Deutschland) AG on one side and Natixis on the other side. Natixis agreed to issue SBLCs to guarantee the reinsurance activities of the above mentioned companies up to a maximum of USD 200,000,000 in a form acceptable to the NAIC, as from 23 October 2008 until 16 October 2011.
Pursuant to the terms and conditions of an amendment executed on 19 May 2010, SCOR Financial Services Ltd and SCOR Global Life Reinsurance Ireland Ltd becames parties to this facility agreement.
Credit Facility Agreement executed on 26 October 2010 between SCOR SE and HSBC
Under the terms of an agreement between SCOR SE and HSBC, the bank granted SCOR SE an overdraft credit facility in a maximum principal amount of EUR 150,000,000 in order to finance its general corporate purposes, as from 26 October 2010 until 26 October 2011.
Stand-by letter of credit facility agreement executed on 5 November 2010, between SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG on one side and J.P. Morgan Europe Limited on the other side
Pursuant to the terms and conditions of an amendment executed on 17 November 2010, SCOR Global Life Reinsurance Ireland Limited becames party to this facility agreement.
Société Générale agreed to issue Stand-By Letters of Credit (“SBLCs”) in a form acceptable to the American National Association of Insurance Commissioners (“NAIC”) as guarantee for commitments undertaken by the above mentioned companies in the context of their reinsurance activities. The maximum face value of the letters of credit under this agreement is USD 100,000,000, as from 10 June 2010 until 10 June 2013.
The issuance of SBLCs pursuant to this agreement is subject to the execution (i) by each user of the letters of a pledge over a financial instruments account to the benefit of Société Générale, composed of U.S., French and/or German treasury bills up to 50% of the drawn amount and of (ii) a first demand guarantee by SCOR SE to the benefit of Société Générale up to a maximum amount of USD 100,000,000.
23 THIRD-PARTY INFORMATION AND STATEMENTS BY EXPERTS AND DECLARATIONS OF ANY INTEREST
23.2 Information from third parties The Company certifies that all the following information stated in this Registration Document and received from third parties has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by such third party, no facts have been omitted, which would render the reproduced information inaccurate or misleading:  Data issued from the Standard & Poor’s Global Reinsurance Highlights (2010 Edition) and relating to the ranking on reinsurance market participants quoted in sections 3.1 – Group key figures, 5.1.5 – Important events in the development of the issuer’s business and 6.5 – Information on SCOR’s competitive position;  Ratings issued by the Standard & Poor’s, Fitch Ratings, AM Best and Moody’s rating agencies quoted in Section 4 Risk factors - 4.1.8 – Financial ratings play an important role in our business; Section 6 - Business overview - 6.3 Extraordinary events influencing the principal business and markets and Section 17.3.1 - Stock option plans.
Throughout the period of validity of the Registration Document, the bylaws and any other document required by law may be consulted and are freely available upon request from the registered office of the Company at 1 avenue du Général de Gaulle, 92800 Puteaux.
As concerns the holdings held directly by SCOR, refer to:  Section 7 – Organisational Structure;  Appendix A – Notes to the Corporate Financial Statements – Note 2.3 – Subsidiaries and affiliates;  Section 20.1.6 – Notes to the Consolidated Financial Statements – Note 24 – Information on related parties.
Refer to Section 20 – Consolidated financial statements, Note 22 – Other operating and administrative expenses for the detail of audit fees.
28 June 2010 Disclosure of trading in the Company’s shares by members of the Board of Directors (Médéric Prévoyance pour URRPIMMEC)
28 June 2010 Disclosure of trading in the Company’s shares by members of the Board of Directors (Médéric Prévoyance)
3 March 2010 Registration document 15 February 2010 Disclosure of trading in the Company’s shares by members of the Board of Directors (Jean-Claude Seys)
8 January 2010 Disclosure of trading in the Company’s shares by members of the Board of Directors (Antonio Borgès)
28.3 Information published on SCOR’s company website (www.scor.com) All press releases and offering circulars published on the AMF site (section 28.1.) are simultaneously published on SCOR’s website. In addition, the following were published on the SCOR’s website: Date Subject 16 February 2011 SCOR sells its US Fixed Annuity business 10 February 2011 The 1/1/2011 renewals demonstrate SCOR’s ability to implement its strategic plan “Strong
Momentum”: confirmed technical profitability and 13% premium growth 25 January 2011 SCOR Global Life opens a new office in Mexico and reinforces its organisational structure in Latin
Number of voting rights as at 31 July 2010 - Declaration made pursuant to Article L. 233-8-II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers 29 July 2010 Very strong second quarter performance drives first half 2010 net income to EUR 156 million -
Number of voting rights as at 30 June 2010 - Declaration made pursuant to Article L. 233-8-II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers 11 June 2010 SCOR continues its active dividend policy with a payout ratio of 48%; shareholders’ choice: €137 million in cash, €42 million in new shares - Press release 17 May 2010 Disclosure of trading in own shares – From 6 to 14 May 2010 6 May 2010 Disclosure of trading in own shares – From 29 April 2010 to 5 May 2010 28 April 2010 SCOR shareholders approved the option for the payment of the 2009 dividend in SCOR shares -
ON APRIL 28, 2010 AT 10 A.M. - AVAILABILITY OF THE DOCUMENTS THAT MUST BE
Number of voting rights as at 2 March 2010 - Declaration made pursuant to Article L. 233-8-II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers
April 2010 Letter to shareholders: SCOR group combines profitability, solvency and growth, continuing its positive profitability track record
Philippe Trainar and Frieder Knüpling join SCOR's Executive Committee; Michel Dacorogna is appointed Deputy Chief Risk Officer and Norbert Pyhel heads up the Cologne Hub – Press release 23 March 2010 SCOR Global Life opens a Life representative office in Israel – Press release 12 March 2010 Estimates of expected claims from the recent earthquakes in Haiti and Chile and the European windstorm Xynthia – Press release 11 March 2010 SCOR joins the “EuroStoxx Select Dividend 30” index – Press release 4 March 2010 SCOR announces the publication of its 2009 Registration Document – Press release 4 March 2010 Half-year statement of the liquidity contract between SCOR SE and EXANE BNP Paribas – Press release 3 March 2010 SCOR demonstrates its capacity to combine growth, profitability and solvency and records a net result of EUR 370 million – Press release 10 February 2010 SCOR executes on its strategy: the successful outcome of the P&C 1/1 renewals combines growth and an increase in expected profitability – Press release 26 January 2010 SCOR appoints new Function managers – Press release 28.4 Information published on NYSE-Euronext’s web site (www.euronext.com) All press releases and offering circulars published on the AMF site (section 28.1) and on SCOR’s web site (section 28.3) are simultaneously published on NYSE-Euronext’s website. In addition, the following were published on the NYSEEuronext ’s website: Date Subject 8 February 2011 Declaration pursuant to Article L.233-8 II of the French Commercial Code and Article 233-16 of the General Regulation of the Autorité des Marchés Financiers 25 January 2011 Declaration pursuant to Article L.233-8 II of the French Commercial Code and Article 233-16 of the General Regulation of the Autorité des Marchés Financiers 11 June 2010 Corporate Event Notice - Increase of the number of shares in circulation
Pursuant to Article 28 of Regulation (EC) No. 809/2004 of the European Commission, the following information is included by reference in this Registration Document: (i) The corporate financial statements for the year ended 31 December 2009 and the Auditors’ Report pertaining thereto published on pages 300 to 334 and 335 to 336, respectively, of the registration document filed with the Autorité des Marchés Financiers on 3 March 2010 under number D. 10-0085.
SCOR’s unconsolidated corporate financial statements for the financial year ended 31 December 2010 are shown below: 1.1 Significant events of the year
“Significant events of the year” are an integral part of the notes to the unconsolidated corporate financial statements.
 Issuance of warrants to UBS to provide SCOR SE with additional capital in the event of natural catastrophes or decline in average share price below EUR 10. Under the transaction, SCOR SE will benefit from a contingent capital equity line for a maximum amount of EUR 150 million (including issuance premium).
Property, plant and equipment 78 15 63 36 Cash and cash equivalents 100 - 100 276
Share capital 1,479 1,459 Additional paid-in capital 766 745 Revaluation reserves - Unavailable reserve - Other reserves 31 22 Capitalisation reserve 3 2 Retained earnings 10 2 Net income of the year 204 199 Regulated reserves 10 9
Liabilities arising from reinsurance operations 55 7 Convertible bond issue - 192 Debts to credit institutions 46 11 Negotiable debt securities issued by the company - Other loans, deposits and guarantees received 445 1,289 Other liabilities 133 58 Deferred income and accrued expenses Note 4 - 4
In EUR million Gross transactions Retroceded transactions transactions 2009 net transactions
Investment income 61 120 Other investment income 40 457 Realised gains 196 121
Internal and external investment management expenses and interest expense (92) (80) Other investment expenses (1) (30) Realised losses from investments (12) (371)
Rate swaps 60 79 Asset swaps - Index default swap - Caps and floors - Commercial paper - Confirmed credit - Foreign currency forward purchases 325 180 Performance bond - -
Rate swaps 60 79 Caps and floors - Asset swaps - Underwriting commitments - -
Securities pledged to ceding companies 17 18 Marketable securities pledged to financial institutions - 4 Investments in subsidiaries and affiliates pledged to financial institutions - -
The financial statements for financial year 2010 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 20 June 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 nonunderwriting 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 non-underwriting account.
At each balance sheet date, if the carrying value of an investment in associate is less than its historical cost, an analysis is conducted in order to determine if impairment is required. The assumptions and conclusions of this analysis, conducted as at 31 December 2010, are detailed in Section 2.1.
Equity securities and other variable-income securities are recorded at cost, excluding expenses. The realisable value as at the balance sheet date is determined according to article R.332-20 of the French Insurance Code, and for listed securities, corresponds to the share price on the balance sheet date. For unlisted securities; the fair value is based on net assets.
When the realisable value is more than 20% below the initial cost for more than six consecutive months, a detailed lineby -line analysis is performed to determine whether the impairment is permanent. In accordance with the Notice of 18 December 2002 (amended on 15 December 2008) issued by the Emergency Committee of the French National Accounting Commission, an impairment provision is recorded on a line-by-line basis for securities which are considered permanently impaired.
Bonds and other fixed-income securities are recorded at cost, excluding accrued interest. In compliance with article R. 332-19 of the French Insurance Code, the difference between cost and redeemable par value is amortised to income over the remaining period until maturity using the effective interest rate method.
Upon disposal, any realised gain or loss is allocated to the capitalisation reserve.
Based on the calculations performed, no such reserve was required or recorded in the financial statements for 2009 and 2010.
 Senior management pension obligations (Article 39): The valuation of the reserve for senior management pension obligations is based on the following actuarial assumptions:  Discount rate: 4%, defined with respect to high quality long term corporate bonds (rated AA) with duration in line with the duration of the obligations evaluated.
As from 1 January 2008, SCOR applies the new rules relating to the accounting of transactions in foreign currencies by entities subject to the rules of the Insurance Code as required by the CNC in its opinion n° 2007-02 dated 4 May 2007.
At each balance sheet date, items in foreign currencies are converted into Euro by allocating the underlying transactions as follows: Transactions relating to assets and liabilities generating a “structural” foreign currency position primarily investments in subsidiaries and related impairments; Other transactions generating an “operational” foreign currency position.
The objective of the “net translation adjustments” account on the balance sheet is to ensure symmetrical treatment with the accounting of the exchange difference generated by the underlying instrument:  When the derivative is linked to a structural element, the “net translation adjustments” account remains on the balance sheet until the structural element is realised;  When the derivative relates to a strategic investment, the “net translation adjustments” account remains until the investment is made;  When the derivative is related to an operational item, in the context of a strategic divestiture or investment, or the derivative is linked to a non-structural financial debt, the “net translation adjustments” account is recorded in income.
Shares in and advances to land and real estate companies 156 - 6 8 154
Cash deposited with ceding companies (related & associated companies) - - - - -
The loan granted by SCOR SE to SCOR Global Life for the financing of the Revios acquisition is EUR 123 million at 31 December 2010 compared to EUR 371 million in 2009.
At 31 December 2010, provisions against equity investments can be analysed as follows:  SCOR US CORPORATION: EUR 465 million compared to EUR 500 million in 2009. A reversal of the impairment by EUR 35 million has been recorded due to an increase in the market value of this affiliate and its improved financial condition.
The shares held in SCOR US CORPORATION were valued using the following method and assumptions: enterprise value was assessed based on revalued net assets increased for the creation of future value determined using the Discounted Cash Flow (DCF) method. Projected income was used for the DCF method.
 Prevoyance RE S.A. : full impairment reversal of EUR 4 million has been recorded in 2010 due to an increase in the market value of this affiliate and its improved financial condition.
For 2010, SCOR SE recognised EUR 2 million in financial income from loans with related companies and EUR 13 million in interest (expenses) on borrowings with related companies.
(3) - 2nd Floor, West Tower, Maude Street, Nelson Mandela Square, Sandton 2196, South Africa - GIE INFORMATIQUE EUR - 1 100% - - 35 1 - - 1 - 1, Avenue du Général de Gaulle 92800 PUTEAUX, France - SCOR GLOBAL INVESTMENT SE EUR 3 6 100% 3 3 - 2 - - 2 -
(Amounts in EUR million) (OC) * (OC) * (OC) * (EUR) (EUR) (EUR) (EUR) (EUR) (OC) * (OC) * (EUR) 1, Avenue du Général de Gaulle 92800 PUTEAUX1, France - SCOR SERVICES ASIA PACIFIC PTE LTD. EUR 1 1 100% 1 1 - - - - - - 143 Cecil Street, #20-01 GB Building, 069542 Singapore Total A - - 4,219 3,753 161 254 - - - 66 B- ENTITIES WITH EQUITY INTEREST - In France 8 6 - Other than in France 2 2 Total B - - 10 8
All assets and liabilities of Prévoyance RE S.A.were merged into SCOR SE on 28 December 2008. This transfer resulted in the elimination of the shares of Prévoyance et Réassurance (EUR 26 million) and the recording of all assets and liabilities of the company in the accounts of SCOR SE. Badwill of EUR 3.7 million was recorded in connection with this transaction.
During 2010, SCOR SE committed, subject to fulfillment of certain conditions, to purchase a Company, whose primary asset is an office building in Paris, a portion of which will be used by the Group and the remainder will be leased. SCOR SE has made a deposit of EUR 16.7 million relating to the acquisition. At 31 December 2010, the purchase price has not been finalised, but is estimated to be approximately EUR 150 million and will be payable once the transaction has closed. The purchase is expected to close in 2011.
Increase of equipment and furniture by EUR 13 million mainly related to work in progress on the German branch building for EUR 8 million.
Cash deposits with ceding companies - - - - - - - Share of retrocessionaires in underwriting reserves 70 - - 70 4 - - 4
Accounts receivable from reinsurance transactions 31 - 4 35 61 - 7 68
Accrued income and deferred charges 1,267 - 28 1,295 1,551 - 47 1,598 Deferred acquisition costs – assumed (Non-Life) 25 - 6 32 26 - 11 37
Deferred income and accrued expenses 4 - - 4 3 - (3) Deferred commissions received from reinsurers (Non-Life) 1 - - 1 1 - - 1
Long-term financial debt includes: (a) Other capital base:  EUR 50 million in Perpetual Step-Up subordinated notes issued on 23 March 1999. These notes are callable after 15 years, and at five-yearly intervals thereafter. The floating-rate notes bear interest based on the 6-month Euribor plus (i) 0.75% for the first fifteen years of the issue, and (ii) 1.75% thereafter.
 On 17 December 2010 SCOR SE issued 9,521,424 warrants to UBS to provide the Group with additional capital in the event of natural catastrophes. Each warrant commits UBS to subscribe for two new SCOR SE shares. The issuance of the shares will be automatically triggered when the aggregated amount of the estimated ultimate net losses resulting from natural catastrophes incurred by the Group (in its capacity as an insurer/reinsurer) reaches certain thresholds in any given calendar year between 1 January 2011 and 31 December 2013 or SCOR SE’s share price drops below EUR 10. Under the transaction, SCOR SE will benefit from a contingent capital equity line for a maximum amount of EUR 150 million (including issuance premium), which depending on the level of ultimate net losses will either be available in full or in two separate tranches of EUR 75 million each (including issuance premium). In the absence of any triggering event, no shares will be issued under the facility.
 SCOR Holdings Switzerland (SHS) repurchased part of the subordinated perpetual debt (350 million) for EUR 93 million. This repurchase resulted in the cancellation of the debt (EUR 93 million) on 27 July 2009. In SCOR SE’s accounts, this decrease in debt resulted in a new internal loan from SHS for EUR 93 million with the same characteristics as the subordinated perpetual debt.
 The reinsurance estimates – assumed ─ Life (EUR 648 million) includes premiums for EUR 298 million, commissions payable of EUR (67) million and claims payable amounting to EUR 417 million.  The reinsurance estimates – assumed ─ Non-Life (EUR 907 million) includes premiums for EUR 484 million, commissions payable of EUR (106) million and claims to repay for EUR 529 million.
In EUR million 2009 shareholders’ equity before allocation Income allocation Other movements during the period shareholders’
 The issuance of shares relating to the exercise of options through 31 December 2010 for a total of EUR 2 million were allocated to the share capital of the Company for EUR 1.2 million and to additional paid-in capital for EUR 0.8 million. The exercise of options resulted in the creation of 145,254 shares.
 During 2010, the Board decided upon two separate share capital reductions by cancellation of a total of 210,401 treasury shares for a total amount of EUR 1.6 million.
GROSS BALANCES In EUR million Opening balance Increase Decrease Closing balance
 EUR 16.8 million in reserves for post-employment benefits: retirement provisions (EUR 0.7 million), supplementary retirement (EUR 12.2 million), long-term service awards (EUR 1.6 million), employee litigation (EUR 0.5 million vs nil in 2009) and other contractual provisions (1.3 million).
 EUR 15.5 million for retirement provisions relating to employees of the German branch.
SCOR SE premiums are the result of the implementation of two internal retrocession treaties entered into jointly with SCOR Global P&C SE and SCOR Global Life SE and the Chinese branch's activity.
Finally, the improvement of the financial position of SCOR US CORPORATION and PREVOYANCE RE allowed a reversal of part of the impairment provision respectively amounting to EUR 35.4 million and EUR 4.2 million (other revenues).
Results from transactions involving financial instruments (rate swaps, interest-rate options, real estate swap) were posted to financial income in the net amount of EUR 0.5 million in 2010 compared to EUR 1.1 million in 2009.
The extraordinary result of EUR (2.9) million was generated mainly by the following:  depreciation allowance on acquisition costs of Converium of EUR (2.5) million
The table below summarises the status of the various stock option plans for 2010: Plan Date of General
Directors Meeting Date of availability of options Plan expiration date Number of beneficiaries
Amount distributed under the profit-sharing plan 1,230 1,442 1,708 1,138 1,609 Amount distributed under the collective incentive plan 2,198 1,540 979 - -
*Paid out in the financial year for the previous financial year 13.3 INDIVIDUAL RIGHT TO TRAINING
The following table presents the gross cash compensation paid in 2009 and 2010 to the Group Chairman & CEO: Chairman and CEO
Total pension benefits commitments relating to the corporate officer (“mandataire social”) amount to EUR 12,9 million.
Confirmed credits, letters of credit and guarantees given (note 15.1.2) 403 664 105 44 Other commitments given and received (note 15.1.3) 8 8 13 16 15.1 COMMITMENTS RECEIVED AND GIVEN IN THE ORDINARY COURSE OF BUSINESS
Commitments given and received on rate swaps for an amount of EUR 60 million are related to real estate:  real estate swap of EUR 60 million that exchanges the performance of the French property market with the performance of the German market.
Securities pledged to financial institutions - - 4 Investments in subsidiaries and affiliates pledged to financial institutions - - - -
SCOR SE has signed agreements with different financial institutions concerning the granting of letters of credit for EUR 664 million.
The commitments received in terms of capacity to issue letters of credit amounted to EUR 664 million, corresponding mainly to contracts signed with the banks:  BNP Paribas: USD 323 million (EUR 240 million),
No facts in connection with the aforementioned commitments given and received have come to our knowledge, which may have an adverse impact on cash flows, cash positions or on our liquidity requirements. To the best knowledge of the Company, as at 31 December 2010, there were no other significant outstanding financial commitments requested by a Group entity within the context of the procedures described above.
On 2 February, 2011, SCOR issued CHF 400 million fixed rate perpetual subordinated notes, with a first call date of 2 August 2016. The coupon has been set at 5.375%, until 2 August 2016, and 3-month CHF LIBOR plus a margin of 3.7359% thereafter. The notes will be classified as a liability as there is a requirement to settle the obligation in cash. SCOR has entered into a cross currency swap which exchanges the principal into EURO and exchanges the CHF coupon on the notes to a 6.98% EURO coupon and matures on 2 August 2016.
Since the beginning of 2011, a series of exceptionally serious natural catastrophes has hit Australia, with cyclones and floods, as well as New Zealand, with an earthquake that has devastated Christchurch. The entire reinsurance industry is impacted by these very major events. On the basis of currently available information, SCOR estimates that costs for the
The following litigation matters shall be mentioned: In the United States: As a result of its acquisition of Converium (which has since become SCOR Holding (Switzerland)), SCOR assumed the burden of several litigation matters (notably putative class action complaints) before the United States District Court for the Southern District of New York (the “Court”) against Converium and several of its officers and directors.
In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended 31 December 2010, on:  the audit of the accompanying annual financial statements of SCOR SE,
Financial Statements have been prepared in a context of continuous uncertain economic environment and of evolution of the financial crisis that now includes monetary ramifications within the euro area. In accordance with the requirements of Article L. 823-9 of the French Commercial Code (Code de Commerce), we have performed our own assessments that we bring to your attention on the following matters:  As stated in notes 1.7 and 1.9 to the annual financial statements, the technical accounts specific to reinsurance are estimated on the basis of reinsurance commitments or on statistical and actuarial bases, particularly the technical estimates accounted for under receivable from reinsurance transactions, gross and ceded technical reserves, and deferred acquisition costs. The methods used to calculate these estimates are described in the Notes to the annual financial statements.
 Notes 6 and 17 to the annual financial statements describe the uncertainties relating to the potential litigation encountered by the company.
 Notes 1.5 and 6 to the annual financial statements specify the valuation methods applied to pension obligations and other related obligations.
Our work consisted of assessing the data and assumptions used, reviewing the company’s calculations and verifying that the information in notes 1.5 and 6 to the annual financial statements are appropriate.
We have also performed the specific verifications required by law in accordance with professional standards applicable in France.
I. PAGE 325 Terms and conditions for preparing and organising the work for the board of directors
III. PAGE 346 Statutory auditors’ report, prepared in accordance with article L. 225-235 of the Commercial code, on the report prepared by the Chairman of the Board of Directors of SCOR SE
It has been incorporated in the 2010 Registration Document of SCOR SE (“SCOR”) which is available on the Company’s web site (www.scor.com) and on the AMF web site (www.amf-france.org).
During its meeting on 12 December 2008, the Company’s Board of Directors designated the consolidated corporate governance code listed corporations of the AFEP-MEDEF (Association Française des Entreprises Privées – Mouvement des Entreprises de France) of December 2008 as its reference code, according to the implementation of this law on 3 July 2008 (act no.2008-649 aimed at providing various provisions regarding the adaptation of French company law with the European Community law changing articles L. 225-37 and L. 225-68 of the French Commercial Code).
Details of this code can be found on the Company’s website www.scor.com or alternatively on MEDEF’s website www.medef.fr.
TERMS AND CONDITIONS FOR PREPARING AND ORGANIZING THE WORK OF THE BOARD OF DIRECTORS
Denis Kessler, Chairman of the Board 58 French 04/11/2002 2011 24/05/2007
The Board of Directors is composed of 37.5% of foreigners, of 73% of Directors having a past experience in the insurance or reinsurance industry and of 67% of independent Directors.
(ii) Terms should be staggered so as to avoid replacement of the entire body and to favour a smooth replacement of Directors.
At the Board Meeting held on 31 March 2004, an interim assessment was made of the Board’s organisation and operation. A new set of internal regulations (the “Internal Regulations”) was adopted to formalise and strengthen the strategic decisions made. These Internal Regulations were amended by the Board of Directors on 2 November 2005, on 4 July 2006 and on 4 November 2010. The main provisions of the Internal Regulations are provided below:  Mission of the Board of Directors of the Company
2 must not have received remuneration greater than EUR 100,000 per year from SCOR within the last five years, excluding that received as directors’ fees; 3 must not be an officer in a company in which SCOR directly or indirectly is a director, or in which an employee has been appointed as such, or in which an officer of SCOR (currently or within the last five years) is a director; 4 must not be a significant client, supplier, investment banker, commercial banker of SCOR or of its group (the “Group”) or for which SCOR or its Group represents a significant share of the turnover. A significant share is a contribution to the turnover equal to the lesser of the following two amounts: more than 2% of SCOR’s consolidated turnover, or an amount greater than EUR 100 million; 5 must not have a close family relationship with an officer of SCOR; 6 must not have been an auditor of the company within the last five years;
Allan Chapin Yes No Yes Yes Yes Yes No Yes No
Daniel Havis Yes Yes Yes Yes Yes Yes No Yes No
André Lévy-Lang Yes Yes Yes Yes Yes Yes Yes Yes Yes
Herbert Schimetschek Yes Yes Yes Yes Yes Yes Yes Yes Yes
Moreover, the Board of Directors on 4 November 2010 introduced into the Internal Regulations the commitment to appoint a senior independent Director (the "Senior Independent Director"). The Senior Independent Director is appointed amongst the independent Directors by the Board of Directors upon proposal by the Compensation and Nomination Committee. He assists the Chairman and CEO in his duties, notably for the organization and functioning of the Board and its Committees and the monitoring of the corporate governance and internal control.
Following this, the Internal Regulations insist that the Directors register as owners of SCOR equities that they themselves or their un-emancipated minor children hold at the time they enter office, in addition to those acquired subsequently. Finally, certain restrictions are enforced by the Internal Regulations concerning trading SCOR securities:
 firstly, Directors are prohibited from trading in SCOR securities while in possession of information which, when made public, is likely to have an impact on the share price. The restriction remains in place two days after this information has been made public by a press release;  secondly, they are prohibited, directly or indirectly, from carrying out any transaction in the Company’s securities during unstable periods, which they are made aware of by the Company or during any period preceding a major event affecting the Company, likely to influence its market price.
Each Director has a loyalty obligation to the Company. He shall not act in his own interest, against the Company’s interests, and must avoid any situation with risks of conflict of interests.
The Board of Directors of SCOR SE decided, in order to protect the corporate interests, to implement an internal control programme to prevent risks of conflict of interest: 1 through a quarterly review by the Audit Committee of related party transactions, on which a report will be issued prior to examination by the Board of Directors; 2 through an annual review of each Director’s situation, in order to analyse his independent status and potential existing conflicts of interests; 3 through the reinforcement of its Internal Regulations, which became public, and according to which any Director in a situation of conflict of interests undertake to resign from his position if the conflict situation is not solved; 4 through the adoption of a Code of Conduct that was communicated to all employees in 2010. This code establishes reinforced requirements as regards the prevention of situations with risks of conflict of interests, and specifies the alert procedures (“whistleblowing”), which are reported to the Audit Committee by the Secretary General
In 2010, the Strategy Committee met on four occasions. Its work dealt with the whole strategy of the Group and in particular, the review of acquisition plans.
The Committee may consult the Group’s Chief Financial and Accounting Officer, the Chief Internal Auditor and external auditors on these issues. During the financial year 2010, it met with the auditors, the Group Chief Financial Officer (during the review of the financial statements) and the Chief of Internal Audit. The review of the financial statements has been accompanied with a presentation made by the auditors underlying the major results of their works, as well as with a presentation made by the Group Chief Financial Officer describing the risks exposure and the material off-balance sheets liabilities of the Company.
The average attendance rate of the Committee Members was 81.25%. The following chart states the attendance of the Audit Committee’s members in 2010: Board members Attendance rate (%)
Daniel Valot 100 (1) Antonio Borges is no longer a Director since 5 November 2010 3. The Compensation and Nomination Committee
The Compensation and Nomination Committee members are Allan Chapin (until 18 March 2010), André Lévy-Lang, Georges Chodron de Courcel, Non-Voting Director, Claude Tendil Chairman and Daniel Valot. According to its Internal Regulations, the Committee is composed of between three and five members appointed by the Board of Directors of the Company and chosen among the members of voting and Non-Voting Directors. The term of their mandate coincides with their term of office within the Board of Directors or Non-Voting Director.
The Committee met four times in 2010. Its works dealt with the stock allotment and subscription plans, the modalities of remuneration of the Chairman and Chief Executive Officer and other members of the Executive Committee of the Group. The Committee focussed on the renewal and composition of the Board of Directors. The Committee also worked on the general organization and the renumeration policy, and on the succession schemes of the key officers of the Group.
Daniel Valot 100 (1) Allan Chapin is no longer member of the Compensation and Nomination Committee since 18 March 2010.
The average attendance rate of the Committee Members was 81.25%. The following chart states the attendance of the members of the Risk Committee in 2010: Board members Attendance rate (%)
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.
There is no employment contract between Mr. Denis Kessler and the Company.
 will receive, a variable annual compensation, capped at EUR 1,000,000 determined as follows:  50% on the basis of the achievement of personal objectives, defined annually at the beginning of each year by the Board of Directors of the Company on the recommendation of the Compensation and Nomination Committee; and
The variable compensation for year n will be paid in year n+1, as soon as the financial statement of the Company for year n are approved by the Board of Directors.
In case of dismissal or imposed departure due to a change in the structure of the share capital or in the strategy, substantially affecting the content of his duties or making the continuation of his activities and the normal exercise of his powers of the Company, the Chairman and Chief Executive Officer:  will receive an indemnity corresponding to the sum of all the fixed and variable elements of his annual gross compensation, paid by the Company during the two years prior to his departure. This severance pay is subject to the performance conditions adopted by the Board of Directors, under the recommendation of the Compensation and Nomination Committee. These performance conditions can be referred to in the Board of Director’s Management report;  concerning the options granted prior to his leaving, within the stock options plans, and which he is unable to exercise according to these plans, he will benefit from an indemnity, compensating for this loss of the right to exercise the options, the amount of which will be determined by an independent expert using the Black & Scholes evaluation method, as at the date of his departure;  will receive an indemnity, including the loss of the right to the shares, equal to the number of shares concerned by the average price of SCOR shares on his departure date, in connection with the shares that have been granted to him for free prior to his leaving but the rights of which have not been acquired yet.
On meeting on 2 March 2010, the Board of Directors, upon authorisation granted by the Extraordinary general meeting of the Shareholders on 15 April 2009, and upon the recommendation of the Compensation and Remuneration Committee of 9 February 2010, decided to allot 125,000 performance shares to the Chairman and Chief Executive Officer. The granting will be effective at the end of a vesting period of two years and subject to the satisfaction of performance conditions as defined by the Compensation and Nomination Committee see Section 20.1.6.18 Note 18 Stock Options and Share Awards. Such granting is also submitted to a non-transferability period of two years at the end of which the shares will be available and be freely assigned. The Chairman and Chief Executive Officer shall retain 10% of these shares in the registered form until he ceases to hold his duties of corporate officer. He shall also acquire on the market un number of shares equal to 5% of the shares freely assigned to him, as soon as these free shares become transferable.
Finally, at the meeting of the Board of Directors on 21 March 2006, it was decided that the Chairman and Chief Executive Officer will have specific life insurance to cover the risks inherent in the duties of Chairman and Chief Executive Officer of the Company, in an amount equivalent to three years of fixed and variable compensation; the insurance will be obtained by the Company.
Like all the Group’s Executive officers based in France and employed by the Group as at 30 June 2008, the Chairman and Chief Executive Officer benefits from pension coverage capped at 50% of the reference salary, provided he has been with the Group for a minimum of five years. The rights to this pension are vested progressively, based on seniority over a period of 5 to 9 years, on the basis of the average compensation received over the last five years with the Group. The right to a supplementary pension is only acquired under the condition notably that the beneficiary is a corporate officer or an employee of the Company when he claims his rights for the pension, according to the rules in force at that time.
SCOR has integrated the internal control system in the overall approach developed to strengthen the Enterprise Risk Management (ERM) framework in the Group. The internal control system is in the responsibility of the Group’s General Management.
Because of the international activity of the Group, and to ensure a Group wide coherent approach for managing risks and operating the internal control system, the Group now uses the COSO 2 framework “Enterprise Risk Management – integrated framework” published by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) in developing and formalising the risk management and internal control systems. The four general objectives sought through the application of this framework are (1) to ensure that strategic objectives are properly implemented in the Group, (2) to ultimately achieve better operating efficiency and use of resources, (3) to ensure compliance with applicable laws and regulations, and (4) to ensure reliable accounting and financial information. The use of this framework requires us to cover the eight components set forth by the COSO 2, i.e. (1) defining the internal environment, (2) ensuring objectives are set, performing (3) a risk identification, (4) a risk evaluation and (5) a risk response, (6) documenting and formalising control activities, (7) presenting the information and communication process, and (8) ensuring monitoring of the risk management and internal control systems. The structure of this report is in line with the eight components of the COSO 2, components 1 and 2 being dealt with in the paragraph “Internal environment and setting of objectives” and components 3, 4 and 5 in the paragraph “Identification and assessment of risks”. The elements concerning accounting and financial reporting are separate and are presented in the last part.
Since September 2009 SCOR’s ERM is rated “strong” by Standard & Poor’s.
General organisation The Group consists of SCOR SE and its 6 “Hubs”, subsidiaries, branches and representation offices throughout the world. SCOR SE, a European company having its registered office in Puteaux (France), has the responsibilities of a parent company, operational responsibilities for cash management and for the retrocession of the Group’s operating entities and functional responsibilities.
SCOR’s functional responsibilities cover a broad area extending to all of the Group’s activities. The heads of both the Finance Department (the Chief Financial Officer (CFO)) and the Group Risk Management Department (the Chief Risk Officer (CRO)) report to the Chairman and Chief Executive Officer and are members of SCOR’s Executive Committee (Group Comex). The Group Internal Audit Department reports to the Chairman and Chief Executive Officer. The other departments, namely Information Systems Department, General Secretary and Legal Department, Human Resources Department, Corporate Communications Department and Group Cost Control & Budget Department, report to the Chief Operating Officer (COO).
In particular:  The Group Risk Management Department includes the Group Actuarial Department, the Group Retrocessions Department, the Group Risk Management Department, and the Group Financial Analysis & Risk Modelling (“Finmod”) department; in the course of a restructuring in SCOR Global Life, the Corporate Actuarial Department has been transferred to SCOR Global Life in mid-2010. Furthermore, the Risk Management Department at SCOR Group hosts the Group Solvency II project team set up in 2010.
Furthermore, the Group is organised around six “Hubs” (Paris, Zurich, Cologne, London, Singapore and New York), each Hub having local, regional and Group responsibilities. The heads of Hub report to the Group COO. This organisation enables:
 the operational structures and support functions to be optimised by creating service entities in charge of managing pooled resources: information systems, human resources, legal and others in the Group’s main locations. These service entities are distinct from the underwriting units which have direct reporting lines within the respective SCOR Global P&C and SCOR Global Life organisations,
 several Group functions to be carried out in a geographical location other than Paris in order to benefit fully from the competences within different locations.
Enterprise Risk Management and Group internal control approach The main tasks of the Group Risk Management Department are to further develop the Enterprise Risk Management (ERM) framework and to promote an ERM culture within the Group so that risks are managed consistently within each department. The Group Risk Management Department is supported in these tasks by the departments in charge of Risk Management at SCOR Global P&C, SCOR Global Life and SCOR Global Investments. In addition the Hub risk managers are involved in these tasks at a local level.
To this end, the Group Risk Management Department has defined a framework (“ERM framework”) which aims at structuring and promoting ERM within the Group and implementing a harmonised, formalised and structured internal control system according to Group standards. Experts, who report to the different Risk Management Departments are dedicated to the coordination of the internal control activities formalization within SCOR, SCOR Global P&C and SCOR Global Life and support the relevant business process owners if necessary.
The approach used to develop the internal control system was adopted and is monitored by the Risk Committee. The principal characteristics of this approach are as follows:  establishment of an Internal Control Group Policy specifying the approach, the reference framework, the Group principles, the responsibilities of the different participants in internal control and the quality requirements. This policy is supported by various guidelines,
 monitoring, upon completion of the initial documentation through (a) a self-assessment procedure on the maturity (quality) of their processes and controls by the GPOs and LPOs and (b) periodic missions of the Group Internal Audit Department. An insufficient level of maturity requires an action plan to be established.
Compliance to local regulations and constraints is ensured by Hub compliance officers. This approach was deployed first during 2009 and continued in 2010 on the processes assessed as highly critical. It is being rolled out on the processes deemed critical.
Thus, Group principles relative to delegations of powers, to the use of the double signature in documents which bind SCOR and to the Group IT security policy are available. The Anti-money Laundering and Combating Terrorism Financing Guidelines cover the activities of SCOR Global Life and SCOR Global P&C as well.
In 2009, the Group drafted a new code of conduct which has been approved by the Risk Committee and presented to SCOR’s Board of Directors. This Code describes the expected behaviour that each employee must apply to decision making and business activities.
The compliance framework has been further strengthened. Following the rollout of the Group Code of Conduct, other Group Compliance Policies were issued such as Group Guidelines for Reporting Concerns, Group Guidelines on Data Protection, Group Archiving and Retention Principles and Group Guidelines on Trading in SCOR and other Public Securities giving further guidance on keys compliance principles related to those areas.
Setting of objectives SCOR has implemented and formalised for several years 3 year strategic plans. The new plan, “Strong Momentum” covers the years 2010 to 2013. “Strong Momentum” strategic plan was approved by SCOR’s Board of Directors in July 2010 and includes objectives such as risk appetite and risk tolerance as well as level of security, financing, profitability and written premiums. For the new initiatives set in the plan, SCOR will apply reinforced ERM through the development of specific indicators.
As mentioned here before, the Executive Committee defines the procedures for implementing the strategy and reviews the consistency of the operational plans or policies (e.g. underwriting, finance, retrocession, IT) with the strategic plan. The Executive Committee also ensures that there is an optimal risk-based allocation of capital and diversification.
Several processes for identifying and assessing risks have been implemented to approach risk from different angles and to deal with them in an exhaustive manner. These include:  A Risk Enquiry process
All the resulting conclusions and studies of the two processes: Risk Enquiry process and Emerging Risks process are summarised in reports submitted each year to the Chief Risk Officer to agree on further actions to be taken.
The Chief Risk Officer presents any major scenario, if any, which exceeds the Group’s risk tolerance to the Executive Committee and the Risk Committee.
Furthermore, the Group Risk Management Department coordinates an ERM coordination committee, made up of representatives of SCOR Global P&C, SCOR Global Life, SCOR Global Investments and the Group departments. This committee discusses the major risks identified within each Group entity as well as new approaches and developments in ERM which are of importance for the Group.
A quarterly review of technical results is performed for:  SCOR Global P&C, by sector (P&C Treaties, Specialties, Business Solutions) and region (EMEA (Europe, Middle East & Africa), Americas, Asia-Pacific). The review enables to analyse technical results by underwriting year, by nature and by line of business;  SCOR Global Life, by Market Unit and provides technical results by legal entity, by region (i.e. France, Germany, UK/Ireland, Rest of Europe, North America, Asia/Pacific, Middle East, Others) and by line of business; Underwriting and pricing guidelines, defined respectively by SCOR Global P&C and SCOR Global Life, specify the underwriting capacities delegated to each entity, as well as the underwriting rules and principles to be complied with. They follow update and approval processes as well as a formalism that are specific to each division. Business opportunities going beyond the stipulations of the guidelines thus defined are subject to special referral procedures at two key levels. These cases are examined respectively:  for SCOR Global P&C, by its Underwriting Management Department;  for SCOR Global Life, by the Central Actuarial & Underwriting Department and where applicable the Risk Management Department and the Finance Department of SCOR Global Life; Cases which may have a significant impact on the balance sheet (thresholds and/or conditions defined in a procedure or specific guidelines) must be reviewed by the Group Risk Management Department; Concerning claims management
 for SCOR Global P&C, the definition of a global claims and commutations management policy for all Treaty, Facultative and Specialty business of SCOR Global P&C is carried out by the Claims & Commutations Department of SCOR Global P&C; this department manages major, serial, contentious and latent claims. In addition, audits of the clients’ claim departments are conducted by claim experts from the principal entities of SCOR in order to review important files and to provide technical support to these cedants;  for SCOR Global Life, claims exceeding a predefined threshold are reviewed by the Central Actuarial & Underwriting Department of SCOR Global Life;  A “Large Loss” Committee, common to both SCOR Global P&C and SCOR Global Life, meets on a regular basis to review the Group’s large losses; Catastrophe risk accumulations are monitored as follows:  for SCOR Global P&C, the Risk Modelling & Global Natural Hazards Department is in charge of monitoring accumulations. A “Cat” committee meets regularly to review the accumulation reporting package and decide or arbitrate the allocation of Cat capacities by country. Earthquake and storm risks are managed by market models (Eqecat, AIR and RMS) in the regions considered to be the most exposed;  for SCOR Global Life, scenarios are established in conjunction with the Risk Management Department of SCOR Global Life in order to define the need for retrocession coverage;  Risks specific to the administration of contracts are subject to controls performed at the level of the subsidiaries and branches. SCOR’s Group Information System includes multiple automatic controls and additional control tools;  Primary role of the Group Chief Actuary is to ensure that reserves are adequate for P&C and Life activities. In this framework, the Group Chief Actuary performs a centralised control of the methods and reserving tools. His role is to implement reserving standardized methods for the entire group as well as to ensure consistency of the reserving policies. To do so, the Group Chief Actuary performs analysis and peer reviews of all segments where the level of adequacy is particularly difficult to assess due to volatility features (P&C reserving segments and Life segments). The Group Chief Actuary reports to the Group Executive Committee and the Audit Committee of the Board of Directors of the Company on a quarterly basis.
 the Group has harmonised the principles governing asset management: the Statement of Group Investment Principles defines the Group’s governance in terms of asset management and the Manual of Group Investment Guidelines determines the conditions in which SCOR Global Investments will implement, on behalf of all Group subsidiaries, the investment policy as defined by the Group’s Investment Committee; both of these documents have been approved by the Group’s Executive Committee;
The Group’s central functions, different from the finance and communication functions dealt with in parts (d) and (f) thereafter, comprise Risk Management, Treasury, budget & forecasting and functions relating to legal and tax issues, information systems, human resources and general service departments. These include:  the Group Risk Management Department’s primary focus is to develop and manage ERM mechanisms, promote ERM concepts throughout the Group and perform a second-level control over reinsurance underwriting as mentioned above. The Department also supervises the placement of the Group’s insurance policies;  the Group Treasury Department manages the Group’s operating cash flow, directly or indirectly and carries out a weekly centralised reporting of the Group’s cash situation;  control of the Group information system stands at two complementary levels: IT processes and business processes all covered by IT solutions. For IT processes a unit has been established with the Group Information System Department to deal with all issues of information system security. Periodic audits of information security applications and procedures are conducted. Since several years, SCOR has been improving its control procedures by basing them on the COBIT guidelines (Control objectives for information and technology) to cover the risks, listed in the 12 major processes of COBIT, relating to the development of programmes, changes in programmes, operation and access to data programmes. An IT contingency plan has been established, including an emergency and back-up centre located outside of SCOR’s head office and covers all Group entities;  the budgetary control system for general expenses is organised and managed by the Group Cost Control & Budget Department;  the Group Financial Planning & Analysis Department establishes an annual financial plan for the Group by company and monitors actual data in relation to this plan on a quarterly basis. A presentation of the results of the analysis is made to the Executive Committee every quarter;  the objective of the Group Tax Department is to ensure that the various entities of SCOR meet their tax obligations and promote the use of best practices in this domain;  The General Secretary and the Group Legal Department exercise control at various levels. It is their responsibility to ensure compliance, both with the laws and regulations and with internal rules, decisions, commitments and practices of SCOR. This task particularly affects the legal organisation of the Group’s entities, the entry into agreements, and supervision of major disputes. They also monitor compliance with the Group’s filing obligations. In addition, in order to minimise compliance and reputation risks, the Group Compliance Officer, reporting to the General Secretary, must ensure that the various aspects of regulatory and legal compliance are properly identified and managed.
Following the organisation of the Group within six “Hubs”, the local support functions are gradually assumed by entities especially dedicated and set up in each Hub. This organisation enables to create centres of expertise and to strengthen the coherence and control of our activities. Thus the head of Hub is responsible for defining the business continuity plan and implementing it in all locations within his Hub. Furthermore, the Hub is a key element for the implementation of Group procedures and policies.
Furthermore, SCOR has increased the use of collaborative sites enabling it to share and retain document history or to collect and centralise information specific to certain subjects (e.g. emerging risks) from various sources.
The Group Internal Audit Department’s main responsibility is to inform the Chairman and Chief Executive Officer and the operating and functional departments of any operating irregularities through the implementation of an annual audit plan based on an analysis of risks, resulting amongst other things from discussions with the Group, P&C and Life Risk Management Departments, and approved by the Audit Committee.
The Group Internal Audit Director reports his activity to the Audit Committee of the Board of Directors of the Company.
The implementation of a new information system which enables to book, value and monitor of assets owned by all Group entities improves substantially the investment accounting model., These accounting tools have been substantially deployed throughout the Group’s principal subsidiaries. The completion of this project in early 2011 will improve the investment accounting organisation, definition of roles, responsibilities and processes.
Regarding the process of aggregating and consolidating accounting data by the Group Accounting Department, current internal control is ensured:  by the use of general and consolidation accounting software shared by all Group entities;  by the definition by the Group Accounting & Consolidation Department of a closing process, clear responsibilities and a detailed financial statement closing schedule, which is monitored, in the closing period, on a daily basis;  by a definition of responsibilities for controlling the integration of auxiliary accounting systems;  by the centralised management of charts of accounts;  by the works of the IFRS Centre of Excellence whose objectives are to (1) communicate developments and standards to all contributors and (2) coordinate justifications and documentations of accounting processes for complex operations.
 at least three levels of control of the consistency and completeness of the consolidation package, one by the entity in question, another by the finance departments of SCOR Global P&C and SCOR Global Life and the third by the Group Finance Department;  systematic analyses of the results, shareholders’ equity, taxation and cash flow;  internal monitoring of changes in legislation and accounting standards, together with the Group’s external consultants and auditors;  daily monitoring of the closing process of each of the Group entities;  internal monitoring of changes in legislation and accounting standards, together with the Group’s external consultants and auditors;  an audit performed by external auditors as at December 31, 2010 and a limited review as at June 30, 2010.
In our capacity as statutory auditors of SCOR SE and in accordance with article L. 225-235 of the French Commercial Code (code de commerce), we hereby report on the report prepared by the Chairman of your company in accordance with article L. 225-37 of the French Commercial Code (code de commerce) for the year ended 31 December 2010.
The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman's report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information. These procedures consist mainly in:  obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information on which the information presented in the Chairman's report is based and of the existing documentation;  obtaining an understanding of the work involved in the preparation of this information and of the existing documentation;  determining if any material weaknesses in the internal control procedures relating to the preparation and processing of the accounting and financial information that we would have noted in the course of our work are properly disclosed in the Chairman's report.
Measures taken to improve energy efficiency:  Individual setting of heat pumps;  Setting of central air conditioners;  Consumption monitoring;  Optimisation of energy resources through Technical Building Management;  Replacement of standard bulbs with energy-saving bulbs upon each change;  Replacement and modernisation of the building technical management system;  Automatic and centralised management system of lighting and technical equipments (management of the start time for air treatment plant by the building technical management system based on scheduled meeting);  Consideration of energy consumption when replacing equipment;  Replacement of one Air Treatment Plant with a cooling system previously running at R22 (HCFC) by HFC system;  The air treatment plant is equipped to mix fresh air and recycled air;  Elevator calls are managed via specific programme.
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)
The amount of capital needed in order to protect the required capital, so that it (the required capital) cannot be eroded with a probability higher than 10%.
SCOR defines a natural catastrophe as an event involving several risks giving rise to an insurable loss. For reporting purposes, the Group separately considers catastrophe as event causing pre-tax losses, net of retrocession, totalling EUR 3 million or more.
Insurance company, mutual society or provident insurance provider that transfers (or “cedes”) a part of the risk it has underwritten to a reinsurer.
Transaction whereby an insurer (cedent or ceding company) either mandatorily or facultatively transfers part of its risk to the reinsurer against the payment of premium. The opposite of ceded business is assumed business.
Decennial insurance provides insurance coverage to building owners and construction companies against losses caused by structural defects in new buildings resulting from inherent defects in design, construction or the materials employed. In a number of countries, including France, such coverage is required as a matter of law. It is generally granted for a period of ten years after construction is completed.
Defined under IAS 12 as amounts of income tax recoverable in future accounting periods due to temporary difference or NOL carry forward
Reinsurance on an item-by-item or risk-by risk basis. Facultative reinsurance is usually written for very large-line risks. It may be either proportional or non proportional.
Primary insurer and first signatory of an insurance policy for co-insurance. The leading insurer defines the clauses and the conditions of the policy.
An assessment of whether the carrying amount of an insurance liability needs to be increased (or the carrying amount of related deferred acquisition costs or related intangible assets, such as VOBA, decreased), based on a review of future cash flows.
M MARINE AND AVIATION INSURANCE ALSO REFERRED TO AS OFFSHORE/SPACE AND TRANSPORTATION INSURANCE
Initially, this concerned a multi-year, multiline form of reinsurance whose contract terms included an aggregate limit of liability and loss sensitive features (e.g. profit sharing or additional premium). Currently, it also encompasses technical and investment accounts within a single cover, securitisation of insurance risks, credit derivatives, and climate derivatives.
The issuer of this convertible bond may give the creditor or new shares issued for the occasion, or existing shares held in a portfolio.
All insurance classes other than Life. For SCOR, the Life segment includes all business underwritten by SCOR Global Life (including for example, health insurance).
Insurance that provides coverage to a person with an insurable interest in tangible property for that person’s property loss, damage or loss of use.
Premium equal to the technical estimate of the risk covered by the insurer.
Amount received by the reinsurer as a consideration for covering a risk.
The amount of capital, calculated by the internal capital model, required to cover all of the Group’s known risk exposures. The amount is calculated with reference to a risk measure at a selected threshold (e.g. 99% Tail Value at Risk).
RITC (ReInsurance To Close) Lloyd’s accounting practice based on a 3-year accounting process for Lloyd’s syndicates. The syndicate underwriting account is closed at the end of the third year by means of reinsurance into the following year, which reinsures all future liabilities for the closed year and all previous years.
SCOR Global Life refers to the operating segment recording all business underwritten by entities in the life operating segment. SCOR Global Life SE refers to the legal entity.
SCOR Global P&C refers to the operating segment and all business transacted by entities in this segment . SCOR Global P&C SE refers to the legal entity.
Special Purpose Entity (SPE) or Special Purpose Vehicle (SPV): A legal entity created to fulfil specific or temporary objectives (conduct defined activities or hold assets etc.). SPE's are typically used by companies to isolate the firm from financial risk.
The period of time that elapses between either the writing of the applicable insurance or reinsurance policy or the loss event (or the insurer’s or reinsurer’s knowledge of the loss event) and the payment in respect thereof. A “short-tail” product is one where ultimate losses are known comparatively quickly; ultimate losses under a “long-tail” product are sometimes not known for many years.
The year commencing with the effective date of a policy or with the renewal date of that policy, to be distinguished from the Accounting year. For example, a claim may occur during the current accounting year, but which relates to a policy commencing in a prior underwriting year.
For each reinsurance contract, these cover the portion of premiums written during the year relating to the period between the balance sheet closing date and the date at which the reinsurance contract expires.
How SCOR SE promotes the provisions and basic agreements of the organisation of work with its sub-contractors and ensures that its subsidiaries comply with these provisions and basic agreements / How the Company’s foreign subsidiaries take into account the impact that their activities have on regional development and local populations
Additional information relating to the management report of the Company and the Group – Table of compliance
In accordance with the AMF Guide d’élaboration des documents de référence up-dated as at 20 December 2010, statements and information pertaining to the management report on the Company’s and on the Group’s activities in 2010, as approved by the Board of Directors on 7 March 2011 (the “Report”), are included and presented in the Registration Document 2010 which will be submitted as such to the Shareholders’ Meeting convened to approve the financial statements of the financial year ended on 31 December 2010.
Statements and information relating:  to the resolutions submitted to the Shareholders’ Meeting, pursuant to the provisions of Articles R.225-83, 4° of the French Commercial Code;  to the 2010 stock-option plans and stock purchase plans; and
 to the 2010 free shares allocation plans, are presented in separate reports of the Board of Directors.
1.1. Year 2010 1.1.1. OPERATING AND FINANCIAL REVIEW OF SCOR SE IN 2010
The balance sheet of SCOR SE as at 31 December 2010 amounts to EUR 6,256,412,369 compared to EUR 6,264,098,933 at the end of 2009.
None of the expenses referred to in paragraph 5 of Article 39 of the French General Tax Code are considered as nondeductible for tax income 2010.
1.2. Operating results of SCOR SE during the last financial years 1.2.1. OPERATING RESULTS OF SCOR SE DURING THE LAST FIVE FINANCIAL YEARS
III. - Profit and loss per share : b) Net Profit before taxes, depreciations and reserves. 0.07 0.19 (0.35) 1.08 1.10
(1) Accumulated shares as at December 31, 2007 (2) Subject to adjustment according to the May 4, 2011 shareholders' meeting’s decision as per the allocation of 2010 income (3) Allocated net dividend per accumulated shares after the accumulation of shares at 3 January 2007
Amount eligible for the deduction allowance specified by Article 158-3 of the French General Tax Code (2) 0.8 € 0.8 € 1 € (1) 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). (1) For natural persons only : the dividend paid in 2008, 2009 and 2010 for the fiscal years 2007, 2008 and 2009 gave entitlement to a 40%
deduction (except for dividends received after 1 January 2008, if the beneficiary has opted for fixed-rate taxation on dividends (prélèvement libératoire forfaitaire).
January 6 860 569 117 17.90 16.40 February 9 413 396 163 17.95 16.44 March 20 362 056 386 19.55 17.92 April 11 135 794 207 19.37 17.42 May 13 498 731 222 18.01 15.16 June 9 304 364 148 16.52 15.31 July 9 844 116 146 17.20 15.05 August 7 092 964 117 17.22 15.79 September 11 868 062 208 18.10 16.66 October 8 639 641 155 18.38 17.38 November 9 329 636 169 18.75 17.52 December 7 673 793 145 19.50 17.97
SCOR Global Life 452 510 517 SCOR Global Investments(4) 39 25 Group Functions and Support 518 171 194 TOTAL excluding ReMark 1,665 1,611 1,616
(1) The headcount is calculated based on the number of employees as of 31 December 2010. (2) SCOR Global Life SE controls 100% of the capital of ReMark. ReMark acquired ESG in May, 2009. Due to its specific activity, ReMark is managed independently from the Group in terms of human resources. (3) Since 2010, the headcounts are calculated according to the division (the highest hierarchical link), in accordance with the organization of the group. The division "Group Functions and Support" includes the Group financial, risks and operations departments as well as the departments managed by the Chairman.
(4) SCOR Global Investments (100% subsidiary of SCOR SE) was created in February, 2009 with the transfer of the employees dedicated to asset management.
It is also question for SCOR to remind its wish to implement a Human Ressource policy based on the absence of discrimination regarding employment, career evolution, professional mobility, professional training, to ensure that maternity leaves do not impact the employees’ career and remuneration evolution and to ensure the promotion of the balance between professional and family life. SCOR is also concerned by the management of the representatives’ carreers.
The SCOR Group is determined to pursue the implementation of its policy of diversity and struggle against discrimination at every level of the organisation.
Direct compensation 2010 In EUR thousands Annual payroll (gross taxable) 41,625 Average monthly compensation actually paid (*) (in twelfths) 6.5
In EUR thousands Profit sharing (*) 4,639 Collective incentive (*) Gross employer matching contribution paid 649
Cognizant of the importance of the human capital and of its development, and while constantly striving for competitiveness, the Group continues to devote very significant resources to training and skills development.
Emphasis is placed both on individual and collective training, in the company's core business domains but also in crossfunctional activities such as management, leadership and project management. In this regard, close ties have been established with major figures in the university and professional training worlds, notably with regard to insurance.
(1) Authorised leave includes holidays and exceptional absences as a result of family events (marriage, baptism, communion, death, moving, back-to-school period, care for sick children, paternity leave).
Realisations & 1% Investments Works loans (“pass travaux”) 5.6 Rental reservations 24
Social spending 2010 In EUR thousands Sports association 42 Inter-Company Restaurant (employer's share) 436.2 Topping-up of "holiday cheques" Mutual plan (employer's share) 236 Labour medals 269 Marriage and birth bonuses 63.4
Theoretical time credits 2010 Works Council 1,920 Personnel Delegates 1,980 Trade union delegates 720 Trade union representatives 720 CHSCT (Health and Safety) 1,980 Beneficiaries of labourer education or trade union training leave 9
Participation in elections 2010 Personnel Delegates executives panel non -executives panel -
Activity of the medical service 2010 Clinical examinations 353 Employees declared unfit Orientation ACMS social service (Ile de France regional inter-professional association of medical and social centres) 6 In EUR thousands Occupational healthcare enrolment 72.1 Infirmary treatment requests 679 Infirmary expenses 1.5
Workplace or commuting accident 2010 Workplace accidents with sick leave of which executives Commuting accidents with sick leave 5 of which executives 3 Number of sick leave days (business days) 191 of which executives 149 Partial or total disablements 1 Accidents declared to the Social Security department, of which: 11 related to falling 8 resulting from machines during handling Others 3
Safety and working conditions 2010 Personnel with safety training 63 In EUR thousands Spending on safety 73.25 Expenses for improving working conditions 37.1 3.5.14 EMPLOYEE BENEFITS
 Agreement relating to the equality between men and women equality between men and women within the UES SCOR dated 24 November 2010
AGREEMENT RELATIVE TO THE PROFESSIONAL ELECTIONS  Pre-electoral agreement relative to the elections of the members of the workers committee of the UES SCOR in
Paris-La Défense and of the elected representatives of the employees in Paris-La Défense dated 29 November 2010
 Amendment to the pre-electoral agreement relative to the elections of the members of the workers committee of the UES SCOR in Paris-La Défense and of the elected representatives of the employees in Paris-La Défense dated 29 November 2010, signed on 10 December 2010
3.7. Manner in which SCOR takes into account the territorial impact of its activities in terms of employment and regional development
Particular efforts are made in favour of training establishments or ones promoting the integration of handicapped people. The Group also uses protected workshops.
The SCOR Group participates in the financing of establishments through the apprenticeship tax, namely institutes or establishments that provide apprenticeship training. Each year, SCOR accommodates apprentices or young people on professionalization contracts, who are assigned to technical or administrative functions.
4. Additional information relating to the management report of the Company and the Group – Table of compliance Are fully incorporated into this Report, of which they are integral part, the information and statements set forth in the various sections of the Registration Document referred to in the table of compliance below: MANAGEMENT REPORT REGISTRATION DOCUMENT STATEMENTS DEALING WITH THE MANAGEMENT OF THE GROUP IN 2010  Analysis of the Group business development, results and financial situation Sections 3, 9 and 20
Appendix A. § 1.1  Research and development activities within the Group and the Company Section 11  Main risk factors exposure for the Group and the Company Section 4
 Compensation and benefits granted to SCOR SE’s officers and executives Section 15  Securities held by the Board Members Section 17.2.1  Environmental impacts of the Company’s activities Appendix C
Management report 361  Review of the parent company’s and consolidated group’s profit or loss, financial position, risks, and share issue authorizations (Articles L.225-100 and L.225-100-2 of the French Commercial Code) 13, 74,
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