Atlas V & VI are special-purpose vehicles incorporated under the laws of Ireland and their notes are placed with various institutional investors. In accordance with IAS 39 “Financial Instruments recognition and measurement”, due to the absence of an ultimate net loss clause, these instruments have been recognized as derivative instruments, which are fully funded by the proceeds of the vehicles. They are considered as balance sheet protection.
Amounts are recorded in the balance sheet representing the derivative asset recognized at fair value through P&L and other liabilities representing the value interest payments. SCOR values the derivative asset using a model that is based on a combination of market inputs to the extent that trades in these instruments are active and catastrophic modelling tools.
These assets are disclosed as level 3 investments within insurance business investments (see Note 6 – Insurance business investments).
Amounts recorded in the statement of income include transaction costs that are expensed at inception as financing expense. The changes in fair value through income as presented above are recognized as other operating expenses or other operating income.
On 1 January 2008, SCOR Global Life SE concluded a four-year mortality swap with an affiliate of J.P. Morgan Chase & Co.
On 1 September 2009, the terms of the agreement were amended to add an additional layer of protection.
USD 75 million in the event of a rise in mortality. The agreement, which ran for a risk period from 1 January 2008 to 31 December 2011 and 1 January 2009 to 31 December 2011 for the 1st and 2nd tranche respectively, terminated on 15
SCOR has entered into two real estate swap contracts, with ABN AMRO. The contracts were subsequently assigned to
EUR and exchange the coupons on the notes into EUR and mature on 2 August 2016 and 8 June 2018.
(2011: EUR 15 million) wheras EUR 13 million was debited to other comprehensive income (2011: nil).
Included in the forward sales contracts at 31 December 2011 was a forward sale contract which has been designated as a hedge of a net investment (see Note 13 – Information on share capital, capital management, regulatory framework and shareholders’ equity).
The changes in fair value through income as presented above are recognized in P&L. Following the activation of the contingent capital in July 2011, the derivative instrument fair value and the total fees payable were reduced, for the same amount.
SCOR Gestion financière 100% France 4 - - - 4 Total 2010 (1) 78
Gross receivables from ceding companies 245 318 563 225 303 528
Assumed insurance and reinsurance accounts payable (280) (78) (358) (166) (71) (237)
Estimated premiums payable to retrocessionaires, net of commission (115) (132) (247) (60) (162) (222)
Change in fair value of financial instruments recognized at fair value through income 57 43 28
In 2011, Life cash flow did not include AEGON operating settlements of EUR 108 million which were not received until 20.1.6.13 NOTE 13 - INFORMATION ON SHARE CAPITAL, CAPITAL MANAGEMENT, REGULATORY FRAMEWORK AND SHAREHOLDERS’ EQUITY
EUR 7.8769723 at the end of 2011 and with authorized share capital of 187,795,401 shares with a nominal value of
Share capital decrease – decision of the Board of Directors - 2 March 2010 - - (141,758)
Share capital increase – exercise of stock options – 11 March 2010 - - 37,428
Share capital increase – exercise of stock options – 23 March 2010 - - 24,552
Share capital increase – exercise of stock options – 27 April 2010 - - 5,526
Share capital decrease – decision of the Board of Directors – 28 July 2010 - - (68,643)
Share capital increase – exercise of stock options – 31 August 2010 - - 1,568
Share capital increase – exercise of stock options – 30 September 2010 - - 2,612
Share capital increase – exercise of stock options – 31 December 2010 - - 35,002
Share capital increase – exercise of stock options - Scrip dividends – 15 June 2010 - - 2,647,517
Share capital increase – exercise of stock options – 31 January 2011 - 38,617 -
Share capital decrease – decision of the Board of Directors – 7 March 2011 - (146,663) -
Share capital increase – exercise of stock options – 31 March 2011 - 5,117 -
Share capital increase – exercise of stock options – 31 December 2011 - 8,000 -
Share capital increase – exercise of stock options – 31 March 2012 131,447 - -
Share capital increase – exercise of stock options – 30 June 2012 1,568 - -
Share capital increase – exercise of stock options – 31 July 2012 4,000 - -
Share capital increase – exercise of stock options – 31 October 2012 113,322 - -
 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.
EUR 1.9 million (EUR 0.9 million in share capital and EUR 1.0 million in additional paid-in capital). This resulted in the creation of 121,603 new shares throughout the year.
In 2012, the movements were due to the following operations:  After recording the creation of 216,250 new ordinary shares further to the exercise of stock-options between 1 March 2011 and 30 April 2012, the Board of Directors held on 3 May 2012 decided to reduce the share capital by cancellation of 216,250 treasury shares for a total value of EUR 1.7 million.
UBS, each warrant committing UBS to subscribe for two new SCOR shares (maximum amount of EUR 150 million including issuance premium available per tranche of EUR 75 million each - including issuance premium) when the aggregated amount of the estimated ultimate net losses resulting from eligible natural catastrophes incurred by the Group
The tranche not triggered had no impact on the dilutive earning per share, as the related increase in capital may never take place.
The Groups’ capital management objectives are:  To match the profile of its assets and liabilities, taking account of the risks inherent in the business;  To maintain strong credit ratings and healthy capital ratios in order to support its business objectives and maximize shareholder value;  To retain financial flexibility by maintaining strong liquidity and access to a range of capital markets;  To allocate capital efficiently and support the development of business by ensuring returns on capital employed meet the requirements of the regulators and stakeholders; and
risk profile. The aim of this extra economic capital is to absorb a significant amount of inherent volatility, thereby limiting the frequency of turning to the market to maintain the Group’s available capital above the required solvency 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 U.S., the U.K., Singapore, Hong Kong, Ireland, Germany and
Sweden. Regulatory agencies have broad supervisory and administrative powers over many aspects of the insurance and reinsurance industries.
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 statements adjusted to be consistent with French Generally Accepted Accounting Procedure
I” directive. The results for the 2012 assessment are not currently available since the Group performs such assessments to coincide with statutory filing requirements which fall due after the publication of this document.
The asset revaluation reserves are used to account for the changes in fair value of the available-for-sale financial assets adjusted to reflect the effects of “shadow accounting”, if any.
SCOR Global Life SE and SCOR SE were changed with prospective application from GBP to EUR. As at 1 January 2012, the functional currencies of two of the Group’s subsidiaries, Finimo Realty Pte Ltd and SCOR Reinsurance Asia Pacific Pte
SCOR’s Combined General Meeting of 4 May 2011 resolved to distribute, for the 2010 fiscal year, a dividend of one Euro and ten cents (EUR 1.10) per share, being an aggregate amount of dividend paid of EUR 201 million, calculated on the basis of the number of shares eligible for dividend as at the payment date. The ex-dividend date was 25 May 2011 and the dividend was paid on 30 May 2011.
The following table sets out an overview of the debt issued by the Group: (1) Amounts are not publicly traded. Therefore the Net book value are reflective of the Fair value (2) The balance includes EUR 22 million accrued interests (as at 31 December 2011: EUR 20 million) (3) The 2011 presentation has been aligned to the 2012 group presentation, whereas the financial lease to acquire an investment property of EUR 3 million as of 31
December 2012 (2011: EUR 10 million) is presented as part of Real estate financing.
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
The debt includes a clause for mandatory settlement in cash if regulatory authorities or applicable legislation modify their ability to cover the solvency margin or equivalent. If this clause becomes applicable, the issuer must pay interest in cash even if no dividend has been paid, or proceed with the reimbursement of the notes in cash. Accordingly, the entire issue is considered as a financial debt.
EUR 350 million) and its EUR 100 million subordinated debt issuance (call date July 2010) resulting in acquisition of own debt of EUR 99 million at an average price of 46.5%. The purchase of this debt at a discount gave rise to a consolidated pre-tax profit EUR 53.4 million which is included in other operating income during 2009.
EUR 6.2350% and matures on 8 June 2018. Refer to Note 8 – Derivative Instruments for Currency Swap fair values.
Other financial debt relates to deposit and guarantees of EUR 26 million (EUR 14 million as at 31 December 2011).
(1) The amounts presented in other financial costs include certain other Letter Of Credit charges, custodian and overdraft fees, amortization of issuance fees and other bank charges (commissions, etc), and a gain on debt repurchase in 2012 for EUR 10 million
These benefits amount to EUR 108 million and EUR 87 million at 31 December 2012 and 2011, respectively and include post-employment benefits such as pension plans of EUR 102 million (2011: EUR 82 million) and Long service awards provisions EUR 6 million (2011: EUR 5 million).
At 31 December 2012, the other reserves include provisions related to employee and litigation of EUR 9 million (2011: EUR 6 million). At 31 December 2011, the other reserves were also comprised of provisions related to the Transamerica Re acquisition of EUR 17 million, provisions for loss making contract of EUR 8 million and provisions for restructuring cost of
Total gross insurance contract liabilities 11,153 11,044 12,539 12,118 23,692 23,162
The cumulative redundancy/deficiency line represents the cumulative change in estimates since the initial reserve was established. It is equal to the latest incurred claim amount less the initial reserve. The amounts in this line in the loss development tables are not a precise indication of the adequacy of the initial reserves that appear on the first and third line of the table. Trends and conditions that have affected development of liabilities in the past may not be indicative of future developments. Accordingly, it may not be appropriate to extrapolate future redundancies or deficiencies based on these tables.
The next section of the table shows the portion of the initial year-end net reserves that was paid (claims paid) as at the end of subsequent calendar year. Claims paid are converted to EUR at the average foreign exchange rates during the year of payment and are not revalued to the initial exchange rates at which the reserves were established. Additionally, payments include losses covered by unearned premium reserves, less DAC, in addition to those covered by the initial claims reserves.
In EUR million 2002 2003 2004 2005 2006 2007 2008(1) 2009(1) 2010(1) 2011(1) 2012(1) 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
Net claims reserves & estimates – end of year (2) 6,931 6,354 5,602 5,756 5,301 8,727 8,660 8,683 9,284
Gross cumulative inception to date incurred losses as at 31 December 2012 (2) 10,737 7,927 6,731 6,576 5,660 9,673 9,602 9,554 10,838 11,657 -
Ceded cumulative inception to date incurred losses as at 31 December 2012 (2) 1,821 878 782 700 431 693 574 456 426 848 -
Gross UPR – end of year 1,617 1,124 978 637 575 1,108 1,099 1,135 1,384 1,516 1,682
Ceded UPR – end of year 130 76 40 24 18 39 40 40 51 84 93
Gross DAC – end of year 204 129 132 137 108 230 227 238 278 325 359
(1) The table includes balance sheet reserves for Converium for years from 2007 onwards only. Figures for 2007 reflect the completion of the initial accounting of the business combination with Converium. (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.
Global P&C for the years ended 31 December 2012 and 2011.
Ceded claims reserves and claims estimates as at 1 January (765) (412)
Net claim reserves and claims estimates as at 1 January 9,837 9,284
Revaluation of opening balance at current year end exchange rates 192 94
Net claims reserves and claims estimates as at 1 January – revalued 10,029 9,378
Net claims incurred relating to the current calendar year 1,684 1,336
Net claim reserves and claims estimates as at 31 December 10,167 9,837
Gross reserves, including IBNR reserves (in EUR million) 109 117 15 16
Net % of Group Non-Life claims paid 0.1% 0.3% 0.0% 0.0%
Actual Number of claims notified under non-proportional and facultative treaties (in EUR million) 10,165
The change in Life mathematical reserves for the years ended 31 December 2012 and 2011 was as follows: In EUR million 2012 2011
Its GMDB business indirectly exposes SCOR Global Life to asset risk on the variable annuity policyholders’ funds. SCOR
over the cash surrender value, depending on the definition of the underlying reinsurance agreements. A fall in the value of the variable annuity policies’ funds therefore leads to higher expected claims amounts. The variable annuity policyholders invest their funds in a wide variety of U.S. equity, other equity, fixed interest, money market, balanced and other funds.
Hence SCOR Global Life is exposed to losses, through higher death claims, if these funds fall in value. Note that these funds are not held by SCOR Global Life. The assets remain with the originating ceding companies.
Business of this type is not within the usual scope of the SCOR Global Life underwriting policy. These treaties are all in runoff and, as at 31 December 2012, cover in total approximately 0.6 million policies written by two cedants. These treaties were issued mainly in the late 1990’s and incorporate various benefit types.
 Roll-up: The GMDB increases each year from the initial premium adjusted for later deposits and partial withdrawals, as the case may be, by a fixed percentage. Rollup guarantees reinsured under SCOR Global Life's agreements grant an annual accumulation percentage between 3% and 7%. In many products, especially for higher rollup percentages, an upper limit applies (e.g. 200% of the paid policyholder premium adjusted for later deposits and partial withdrawals).
 Reset: After a given number of years, the GMDB is adjusted to the current account balance. This means that the
Share of retrocessionaires contract liabilities net of collateral (2) - 101 204 (37) 1 (216) 53
Total collateral from retrocessionaires in favor of SCOR - 156 623 82 1 145 1,007
The employees of SCOR in Paris take benefit of an agreement "Indemnité de Fin de Carrière" signed during 2001. This agreement has been cancelled as at 28 September 2009 with coverage valid until 31 December 2010.
Actuarial assumptions used for the year end evaluations are as follows: US Canada Switzerland UK Euro zone
Expected return on assets at 31 December 2011 7.50% 3.00% 2.90% 5.60% 3.40%
(2011: 6 million) with the offsetting impact recorded in other comprehensive income.
Liability (gains)/losses due to change in assumptions 19 8 3 8 (1) (5) 2 2
Net defined benefit obligation as at 31 December - Deficit 109 69 22 18 91 57 24 10
Funded or partially funded obligation as at 31 December 209 53 108 48 169 31 98 40
Funded status as at 31 December - deficit 64 30 19 15 44 15 21 8
Unfunded obligation as at 31 December 45 39 3 3 47 42 3 2
The following table summarizes the movements in accrued (prepaid) balances recorded in the consolidated balance sheets as at 31 December 2012, 2011 and 2010: In EUR million Total 2012 Europe
Accrued / (Prepaid) as at 1 January 87 54 23 10 79 53 16 10 77 50 17 10
Actuarial (gains)/losses immediately recognized in other comprehensive income (OCI) 17 11 (2) 8 5 - 5 - 14 15 (4) 3
Accrued / (Prepaid) as at 31 December 108 69 21 18 87 54 23 10 79 53 16 10
The share-based payment plans are described below. There have been no cancellations or modifications to any of the plans during 2012.
The terms and conditions of the stock options plan of 23 March 2012, are similar to those previously decided by SCOR
(5) Absolute appliance of Group’s ethical principles as described in the Code of Conduct of SCOR Group. These principles, as settlements to protect the interests of customers, are the pillars of sustainable development of SCOR and therefore its performance.
The fair value of options is estimated by using the Black & Scholes method which takes into account the terms and conditions under which the options were granted. The following table lists the characteristics used at the end of 2012, 2011 and 2010: Plan 12 October
Expected life 4 years 4 years 4 years 4 years 4 years
(1) The historical volatility used to determine the fair value of stock options is based on an historical volatility over periods corresponding to the expected average maturity of the options granted, which is partially smoothed to eliminate extreme deviations and to better reflect long term trends.
Vesting period French residents 2 years 2 years 6 years 2 years 2 years 2 years
Non-French residents 4 years - 8 years - 4 years 4 years
The main components of income taxes for the years ended 31 December 2012, 2011 and 2010 are presented below: Amounts reported in the consolidated statements of income
A reconciliation of the income tax expense, obtained by applying the French tax rate of 36.10% for 2012 and 2011 and 34.43% for 2010 to income before income taxes to the actual income tax expense recorded in the statement of income is presented in the table below. The effective rate in 2012 is 20.4% (2011: 0.0% and 2010: 7.8%).
Theoretical income tax at 36.10% (for 2012 and 2011) and 34.43% (for 2010) (190) (119) (157)
and will be 34.43% again from fiscal year 2016 onwards. This temporary tax rate change would have no material impact on the net deferred tax assets of the French tax group and, consequently, it has not been taken into account for the measurement of deferred taxes.
The increased difference between French and local tax rates in 2012 reflects the beneficial tax rate mix composition for the
Group and the increase of the pre-tax results compared to 2011.
Due to the finalization of income tax returns and refinement of prior periods' income tax positions in 2011 and 2012, particularly in Germany and France, prior year tax benefits were recognized.
(“reserve de capitalization”, a French insurance statutory provision). As a result French insurance companies have to pay a 10% exit tax on the capitalization reserve position as at 31 December 2009. In return any increase or release of the capitalization 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 capitalization reserve as at 31 December 2009. Therefore, the income tax expense for the year 2010 includes a benefit of EUR 42 million for the change in tax law.
Actuarial gains / losses not recognized in income (17) 8 (9) (5) 7 2 (14) 6 (8)
Deferred tax assets and liabilities and the related expense or benefit as at and for the years ended 31 December 2012, 2011 and 2010 were generated by the following items: Balance sheet as at 31 December
Unrealized revaluations and temporary differences on investments (117) (63) (119) (5) (45) (21)
Elimination of internal capital gains 8 8 22 - 4 (1)
As at 31 December 2012, the operating tax losses available for carry-forward expire as follows: In EUR million
Recognition of deferred tax assets on tax losses carried forward is assessed on the availability of sufficient future taxable income and local tax rules - i.e. unlimited carry forward in France, 20 years carry forward period in the United States and 7 years carry forward period in Switzerland. In 2011, a change in the French Tax Law on tax loss carry forward resulted in the utilization of tax losses being capped to EUR 1 million plus 60% of the remaining current year taxable result. The limitation of the tax loss utilization has been tightened by the Finance Bill 2013 and only 50% of the remaining current year taxable result above the EUR 1 million cap can be offset against tax losses carry forward. The forecast of taxable income are based on the main assumptions described in Note 1 - Accounting principles and methods. The result of their analysis is that SCOR
expects to utilize all recognized tax loss carry forwards before expiry.
Net investment income excluding deposit and currency items 400 462 525
Interest income on funds withheld and contract deposit 213 205 217
Other (including cash and cash equivalents), net of other investment expenses (88) 28 (12)
The table below shows the net results of retrocession for the years ended 31 December 2012, 2011 and 2010: In EUR million
Change in ceded unearned premiums - 8 8 (1) 32 31 1 7 8
(1) Total of 2011 includes inter-segment recharges of expenses of EUR 1 million which are eliminated on consolidation (refer to Note 2 – Segment Information)
These expenses are further allocated into categories by function as follows: Acquisition and administrative expenses 349 292 263
Basic and diluted earnings per share are calculated as follows for the years ended 31 December 2012, 2011 and 2010 respectively: At 31 December 2012 At 31 December 2011 At 31 December 2010
Net income attributable to ordinary shareholders 418 183,841 2.28 330 183,379 1.80 418 180,125 2.32
Net income attributable to ordinary shareholders and estimated conversions 418 186,911 2.24 330 186,854 1.77 418 184,159 2.27
The total gross compensation of key management personnel, which include short-term employee benefits, post-employment benefits, other long-term benefits, termination benefits and share-based payments, for 2012, 2011, and 2010 financial years is outlined below.
The total commitment of the Group for defined benefit retirement plans for the eligible members of the Executive Committee in France, Germany and Switzerland amounts to EUR 33 million as at 31 December 2012 (EUR 25 million as at 31 December 2011 and EUR 21 million as at 31 December 2010).
Group's strategy, the Chairman and Chief Executive Officer will benefit from a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure. This payment is subject to the satisfaction of the performance condition (C_n) defined below for at least two out of the three years preceding the date of departure of the Chairman and Chief Executive Officer.
In case of his departure is imposed or a dismissal resulting from the event of a hostile takeover bid leading to a change in control situation of the SCOR group, the Chairman and Chief Executive Officer will benefit from a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure. This payment is subject to the satisfaction of the performance condition (C_n) as defined below for at least two out of the three years preceding the date of his departure. Furthermore, the performance shares and stock-options which have been granted prior to his departure will be subject, in their entirety, only to performance conditions of each plan as approved by the Board of Directors at the time of the grant.
The subsidiaries which benefitted from the SCOR SE parent guarantee in 2012 are the following:  In Europe : SCOR Global Life SE ; SCOR Global P&C SE ; SCOR Switzerland AG ; Prévoyance Ré SA ; SCOR
 In the United States and Canada : SCOR Reinsurance Company (U.S.) ; General Security Indemnity Company of
Arizona ; General Security National Insurance Company ; SCOR Canada Reinsurance Company; SCOR Global
Significant subsidiaries, investments in associates and joint ventures are included in the table below where material to the
SCOR Global Life Americas Holding Inc (1) United States 100.00 100.00 100.00 100.00 Full
SCOR International Reinsurance Ireland Ltd (SIRI) Ireland 100.00 100.00 100.00 100.00 Full
SCOR Global Life Americas Reinsurance Company - Escritorio de representaçâo no Brasil Ltda.(2) Brasil 100.00 100.00 100.00 100.00 Full
SCOR Global Life Australia Pty Ltd Australia 100.00 100.00 100.00 100.00 Full
Global Life Americas Reinsurance Company - Escritorio de representaçâo no Brasil Ltda.” (SGL Brasil).
FCP Scor Credit Special situation France 100.00 100.00 - - Full
(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 1,146 million, composed of several syndicated and bilateral lines with international banks.
Assets including investment securities, real estate and shares in associates for a total amount of EUR 4,286 million (2011: EUR 3,965 million) have been pledged to financial institutions, in order to guarantee the letters of credit granted to SCOR
Additional exposure could arise from so-called emerging risks, which are risks considered to be new or subject to constant evolution, and thus particularly uncertain in their impact. Examples of such risks are electromagnetic fields or nanotechnology.
Non-Life insurance and reinsurance businesses are cyclical. Historically, reinsurers have experienced significant fluctuations in operating income due to volatile and unpredictable developments, many of which are beyond the control of the reinsurer including primarily, frequency or severity of catastrophic events, levels of capacity offered by the market and general economic conditions and the price competition level.
The primary consequences of these structural factors are to reduce or increase the volume of Non-Life reinsurance premiums on the market, to make the reinsurance market more competitive, and also to favour the operators who are most attentive to the specific needs of the cedants. This could lead potentially to a loss of competitive advantage for SCOR.
Group to better appreciate the strengths and limitations of each model and make adjustments where appropriate, and it is well equipped with alumni from AIR and RMS within the Natural Catastrophe Risk Modeling team.
These tools enable the Group to quantify its exposure in terms of a probable maximum loss (“PML”) at various levels of probability for each peril and geographic location. The overall aggregate annual PML per peril, allowing for potential multiple events, provides the information required to determine the level of retrocession and other alternative risk transfer solutions
(frequency uncertainty) as well as the uncertainty associated with the amount of loss, given that a particular event has occurred (severity uncertainty). A sound understanding of the uncertainties associated with the model’s key parameters is essential for the interpretation of the model outcome and thus for decision-making. The outcomes for each model describe a bandwidth of loss estimates and not a unique value. In order to identify and stress-test the key parameters, systematic sensitivity analyses are carried out.
For the year ended 31 December 2012, approximately 65% of Non-Life gross premiums were produced through brokers. In 2012, SCOR had two brokers that accounted for approximately 34% of its Non-Life gross premiums. The risk of SCOR is
The Group evaluates its natural catastrophe exposure by means of catastrophe modeling software.
The main categories of risk for Life reinsurance underwritten by SCOR’s Life division, which is referred to in this Registration document as “SCOR Global Life”, “Life” or its “Life division”, are biometric, behavioral and catastrophe risks as well as credit risk (see “Credit Risk” below), market risks and currency risks (see “Market Risk” below).
Global Life’s own portfolio experience, from the ceding companies as well as relevant information available in the public domain, such as mortality or disability studies and tables as available from various sources, e.g., actuarial associations or medical research bodies.
Products such as critical illness, short-term and long-term disability and long term care, which all contain morbidity risk, are subject to the risk of negative trends in health, as well as to the consequences of improved medical diagnoses capabilities which increase the number of claims that otherwise would possibly have remained undetected. Medical progress may enable better treatment resulting in higher claims since certain diseases would have otherwise led to immediate death of insureds. Products providing cover for medical expenses are in particular subject to the risk of higher than anticipated frequency rates and inflation of medical costs.
This might lead to a portfolio composition which differs from the one assumed during pricing and might imply lower than expected profits for both the direct insurer and reinsurer.
In general, for most individual life covers, the policyholder and the insured person are identical. The pricing of these policies is based on this assumption. However, there is a trend, especially in the U.S., where policyholders who can no longer afford or for other reasons do not want to continue to pay the premiums, are selling their polices and the eventual death benefit to third parties who continue to pay the premium. These “stranger owned life insurance,” or STOLI policies, lead to deviations between actual and expected lapse rates which can be a risk to the insurer and reinsurer of the cover.
Certain life insurance products include guarantees, most frequently with respect to premium rates, insurance benefits, and surrender or maturity values, or guarantees with regard to interest accrued on reserves or policyholder funds. Other guarantees may exist, for example, with regard to automatic adjustments of benefits or options applied in annuity policies.
Such guarantees may be explicitly or implicitly covered by the reinsurer under the reinsurance contract and if so expose the reinsurer to the risk of adverse developments which increase the value of the guarantee and thereby necessitate respective increases in benefit reserves.
The availability and cost of collateral, including letters of credit to represent the Group commitments, asset trusts and other credit facilities, could adversely affect SCOR’s operations and financial condition.
Regulatory reserve requirements in various jurisdictions in which SCOR operates may be significantly higher than the reserves required under IFRS. A regulation in the U.S. (NAIC Model Regulation XXX or Valuation of Life Insurance Policies
SCOR might overtime retrocede certain XXX-related cash flows and reserves to such affiliated or unaffiliated reinsurers that are authorized in company‘s domicile or provide collateral of an amount equal to the reinsured reserves. Such collateral must be provided in the form of withheld funds, NAIC (National Association of Insurance Commissioners) approved commercial bank letters of credit, the placement of assets in trust for the ceding company’s benefit, or by other means preapproved by the ceding company’s regulator.
Under certain long term reinsurance treaties, ceding companies have the right to totally or partially recapture the book of business ceded under the reinsurance treaty after a pre-defined number of years after the inception of the treaty. The exercise of such recapture options may reduce SCOR Global Life’s expected future income.
In connection with its October 2007 acquisition of Converium Holdings AG (“Converium”), SCOR Global Life inherited certain retrocession liabilities with regard to Guaranteed Minimum Death Benefit (“GMDB”) rider options attached to variable annuity policies written in the U.S. Its GMDB business indirectly exposes SCOR Global Life to asset risk on the variable annuity policyholders’ funds. SCOR Global Life must pay, in the event of death, the excess of the GMDB over the account balance or the excess of the GMDB over the cash surrender value, depending on the definition of the underlying reinsurance agreements. A fall in the value of the variable annuity policies’ funds therefore leads to higher expected claims amounts. The variable annuity policyholders invest their funds in a wide variety of U.S. equity, other equity, fixed interest , money market, balanced and other funds. Hence SCOR Global Life is exposed to losses, through higher death claims, if these funds fall in value. These funds are not held by SCOR Global Life. The assets remain with the originating ceding companies.
There are some risks which are specific to the GMDB portfolio. Due to the nature of the product, the remaining liability is influenced by developments on the financial markets, particularly changes in the price of equities and fixed income securities, fluctuations in interest rates, and the implied volatility on equity options. The liability is also dependent on policyholder behavior, particularly on the exercise of partial withdrawal options, but also on other aspects, such as lapse behavior and the use of options to choose the underlying funds. As a retrocessionaire, SCOR Global Life is exposed to uncertainties concerning data received from its retrocedants and the original ceding companies and also due to the inherent reporting lag. SCOR Global Life is also exposed to risks inherent to the model used for the assessment of the liability under its portfolio. More information about GMDB appears in Note 16 – Contract Liabilities.”
SCOR Global Life uses the expertise of four dedicated technical research centers within the Life Central Actuarial and
In order to reduce potential behavioral risk, SCOR Global Life carries out a thorough assessment of the client, the client’s target clientele, the market in which the client operates and the design of the insurance product.
Anti-selection risks are mitigated through careful product design and a well-defined medical and financial underwriting selection process. SCOR mitigates lapse risk through appropriate reinsurance treaty clauses, as well as product, client and market diversification in which the lapse risk exposure is variable.
Biometric risks are diversified on a geographic and a product basis.
A significant part of the reinsured business in respect of Disability, Long Term Care (LTC) and Critical Illness (CI) products includes premium adjustment clauses. In the case of LTC, the premium adjustments are designed to offset potentially improving longevity. In the case of CI, premium adjustments mitigate potential negative impacts on future claims patterns due to a general deterioration in health and improved medical diagnosis.
Unforeseen events, such as natural catastrophes or terrorist attacks, can cause significant damage. These types of risk primarily affect Non-Life business areas. However, in cases where SCOR faces a large number of casualties, the possibility of the losses also affecting its Life lines of business as well cannot be excluded.
Credit risk is the risk that one party to a financial instrument or other asset (such as retrocessionaires) will cause a financial loss to the other party by failing to discharge an obligation. SCOR is mainly exposed to the following credit risks: (a) Fixed income portfolios
Fixed income investments are managed by SCOR Global Investments SE or by external managers. In all cases, investment guidelines are provided to managers and strict monitoring is carried out over the global portfolio by the respective Group entities. Whether managed internally or externally, each entity monitors, either directly or via an intermediary, the changes in value of the investment assets. In general, the tactical allocation of the global portfolio is defined by the Group Investment
SCOR transfers part of its risks to retrocessionaires via retrocession programs. The retrocessionaires then assume, in exchange for the payment of premiums by SCOR, the losses related to claims covered by the retrocession contracts. In the event of default of a retrocessionaire, SCOR would be liable to lose the coverage provided by its retrocessionaires whereas it would retain liability to the cedant for the payment of all claims covered under the reinsurance contract.
Several actions taken by the Security Committee to quantify the risk are:  the analysis of the financial ratings of the retrocessionaires;  the analysis of external studies prepared by the security departments of the main reinsurance brokers; in this regard SCOR meets the security departments of two large reinsurance brokers at least twice a year to analyze the security of its retrocessionaires.
In spite of the measures to control and reduce the risk of defaults of its retrocessionaires, the occurrence of one or more of such default could have a material adverse impact on SCOR’s business, its present and future premium income, its net income, its cash flows, its financial position, and potentially on the price of its securities.
This business is situated in many countries, and across a diverse range of risks, cedants and activity sectors.
In addition, SCOR benefits from the expertise of its specialized cedants in terms of risk prevention, since the cedants continuously adjust their own exposure levels based on changes in the financial strength of the debtors they are insuring.
Credit risk on future profits from Life reinsurance policies arises from two risk factors.
SCOR participates, for certain risk categories that are material (particularly terrorist risks), in various groups of insurers and reinsurers (“pools”) aimed at pooling the relevant risks among the members of each group. In the event of a total or partial default by one of the members of a group, it could be required to assume, in the event of joint liability of the members, all or part of the liabilities of the defaulting member. In such a case, its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities could be adversely impacted.
Certain countries do not permit the exclusion of terrorist risks from insurance policies. Due to these regulatory constraints, the Group has actively supported the creation of insurance and reinsurance pools involving insurance and reinsurance companies as well as public authorities in order to spread the risks of terrorist activity among the members of these pools. It participates in pools created in certain countries, such as France (GAREAT), Germany (Extremus), the Netherlands (NHT)
and Belgium (TRIP), which allows the Group to have limited and known commitments. In the U.S., the Terrorism Risk
Insurance Act passed in November 2002 for a period of three years, which was extended to 31 December 2007 by the
Terrorism Risk Insurance Extension Act, was renewed for seven years, until 31 December 2014 by the Terrorism Risk
Therefore, SCOR monitors very closely its exposure to the U.S. market, primarily because of the insurance obligation created by the law. In addition to the commitments described above, SCOR does reinsure, from time to time, terrorist risks, usually limiting, by event and by year of insurance the coverage that ceding companies receive for damage caused by terrorist acts.
The aforementioned risks could accumulate in either a single counterparty, in the same sector of activity or the same country. SCOR attaches particular importance to the establishment of and respect of counterparty exposure limits. The annual examination of its exposure enables the Group to identify and quantify the risks and, in case of accumulations, formulate appropriate responses.
Financial assets have been aged within the above aging analysis according to their original due date. The due date for each of these instruments may vary dependent on the nature of the asset. Reinsurance assets and insurance receivables business credit terms are typically based on normal terms of trade, as specified within contracts. Insurance receivables include estimates, which are presented as current. The available-for-sale investments and fair value through income categories presented above include fixed income securities and equity securities. For fixed income securities, amounts are only presented as non-current if the security has not been redeemed on the date of maturity and therefore the amount receivable is past due. For equity securities, due to the absence of a contractual date of redemption, these instruments are presented as current. Other assets presented in the above aging analysis, including derivative instruments, loans and receivables, cash and cash equivalents and other accounts receivable, are presented in a similar manner as those instruments described above, dependent on the existence of a redemption date.
Note 10 - Accounts receivables and debts with cedants and retrocessionaires and Note 20 - Investment income.
SCOR needs liquidity to pay its operating expenses, interest on its debt and dividends on its capital stock, and replace certain maturing liabilities. Without sufficient liquidity, the Group may be forced to curtail its operations, and business will suffer. The principal internal sources of the Group’s liquidity are insurance premiums, cash flow from its investment portfolio and other assets, consisting mainly of cash or assets that are readily convertible into cash.
Additional information on the timing of repayments is included in this note.
Maturity analyses of financial assets that are held for managing liquidity risk are presented within Note 6 - Insurance business investments.
The Group holds a finance lease which contains an option to purchase an investment property at the end of the lease term.
The amount of the minimum payments and their discounted values are presented within Note 5 - Tangible assets and real estate investments. In addition, various entities in the Group rent their office headquarters. The minimum payments relating to these operating leases are presented within Note 5 - Tangible assets and real estate investments.
U.S. dollar against the Euro, have had and may have in the future, an adverse effect on the Group’s consolidated shareholders’ equity. SCOR does not fully hedge its exposure to this risk. The impact of the fluctuation in the exchange rates used to translate foreign currencies into Euros on its consolidated shareholders’ equity is described in “Section 20.1.5
SCOR has issued debt instruments in currencies other than the Euro, currently U.S. dollars and Swiss Francs, and to the extent that these are not used as a hedge against foreign currency investments, it is similarly exposed to fluctuations in exchange rates.
 For the business written in the U.K., Scandinavia, U.S. (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 are no material amounts of discounted reserves in the Non-Life portfolio which would result in interest sensitivities.
Additionally, for lines of business where there are interest sensitivities at the level of the ceding company and for which no direct information on these sensitivities is submitted to SCOR level (e.g., the bodily injury portion of automobile), SCOR
considers that the information provided by the ceding company is not necessarily representative of the evolution in interest rates. The IBNR calculations performed by SCOR using methods other than the loss ratio method do not represent a material portion of the recorded reserves and therefore the sensitivity is not considered material.
All investments, whether held directly or in mutual funds, are aggregated and valued on a regular basis. This approach allows for the monitoring of changes in the portfolio and the identification of investments with higher than average volatili ty.
SCOR’s exposure to the equity market results both from direct purchases and through certain (re)insurance products including Guaranteed Minimum Death Benefit (GMDB) business.
The following table summarizes the accounting sensitivity of the Group’s consolidated income and consolidated equity to market risks based on reasonably possible movements in key variables with all other variables held constant. The assumptions included are: (i) Interest rate risk
The interest sensitivities for equity presented in the table below 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
The market sensitivities of the Group are estimated as follows: In EUR million Income
EUR 13 million within equity in 2012 (2011: EUR 13 million and 2010: EUR 22 million). As at 31 December 2012, the Group does have one hedge of net investment remaining in place. See Note 8 - Derivatives instruments.
The Group recognized a net foreign exchange gain of EUR 23 million for the year ended 31 December 2012 (2011: gain of
Reference Document 2011 for more information) and at the expiration of the deadlines for opposition by the parties, these agreements have become final and will allow for stipulated distributions by the parties, withdrawn from a sequestered bank account in place at the time of the signing of the settlement agreements. The matter is therefore concluded for SCOR and has no further supplementary financial impact for SCOR.
In Europe: On 12 November 2009, and following an administrative sanctioning procedure, the Spanish competition authority (Comisión
On 28 December 2012, the NA issued its judgment on the appeal, annulling the decision of the NCC. The NA accepted
(Tribunal Supremo). SCOR’s lawyers are studying the arguments set forth in the appeal
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 attorneys fees and costs arising from the Highfields Capital LTD, Highfields Capital I LP
covered by its excess policies. All of the proceedings are ongoing.
In application of the EC Commission Regulation No. 809/2004, the following information is included by reference in this
(ii) The report from the Statutory Auditors on the consolidated financial statements for the financial year ending 31 December 2010 published pages 274 to 276 of the Registration Document filed with the Autorité des Marchés
Financiers on 8 March 2011 under Number D.11-0103 (and from pages 254 to 256 of the free translation into English of such Registration Document, such translation being available on SCOR’s website www.scor.com).
In compliance with the assignment entrusted to us by your annual general meeting, we hereby report to you, for the year ended December 31, 2012, on:  the audit of the accompanying consolidated financial statements of SCOR SE,
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the group as at December 31, 2012 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
 The 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.
 The 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.
We have assessed the approaches used in this impairment test, the forecasted cash flows and the assumptions made. We have verified that the information described in note 1 - “(R) Taxes” to the consolidated financial statements is appropriate.
 The notes 1 - “(O) pension obligations and related benefits” and 15 to the consolidated 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 the notes 1 - “(O) pension obligations and related benefits” and 15 to the consolidated financial statements are appropriate.
The Registration Document as a whole is the subject of a review completion letter sent by the statutory auditors to
The SCOR SE’s corporate accounts for the financial periods ending 31 December 2012, 2011 and 2010, included respectively in Appendix A of this Registration Document, in appendix A of the Registration Document filed with the Autorité
The paragraphs 3, 4 and 5 of the management report published in appendix D of this reference document relate to the social and environmental impacts of SCOR's activities and the Group's social commitments. The information published in these paragraphs has been reviewed by one of the statuory auditors whose report is presented in appendix D.
20.4 Date of most recently audited financial information 31 December 2012.
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.
July 2010, the capital increase of EUR 540,699.01 by creation of 68,643 shares with a nominal value of EUR 7.8769723 each.
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company dated 28 April 2010, in its eighteenth resolution to authorize the Board to reduce the share capital by cancellation of treasury shares, the Board of
(3) This figure corresponds to the share capital and to the number of shares as acknowledged by the Board of Directors on 3 May 2012 and stated in the by-laws of the Company as at 31 December 2012. It does not take into account the shares that could have been issued between 3 May 2012 and 31 December 2012 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 ans shareholders’ equity.
Directors of SCOR SE decided on 28 July 2010 the share capital reduction of EUR 540,699.01 by cancellation of 68,643 new treasury shares with a nominal value of EUR 7.8769723 each. The reason for such decision of capital reduction is to avoid any dilutive effect of the exercise of stock-options upon the share capital. Therefore, any issuance of shares due to the exercise of stock-options is, from time to time, neutralized by the cancellation of the exact same amount of treasury shares.
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 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
EUR 7.8769723 each, with entitlement to all benefits as at the 1 January 2010, and
1,155,260.40 by creation of 146,663 shares with a nominal value of EUR 7.8769723 each.
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated (i) 18 May 2004, in its fourth resolution, (ii) 31 May 2005 in its sixth resolution and (iii) 16 May 2006 in its fifth resolution to authorize 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 SE acknowledged, on 7 March 2012, the capital increase of EUR
According to the decision of the Shareholders General Meeting of the Company dated 3 May 2012, the Board of Directors of the Company decided on 3 May 2012 the share capital reduction of EUR 1. 703.397,26 by cancellation of 216,250 treasury shares to reduce the share capital from EUR 1,513,928,137,19 to EUR 1,512,224,741,93, dived by 191,980,457 ordinary shares. The reason for such decision of capital reduction is to avoid any dilutive effect of the exercise of stock-options upon the share capital.
Refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 25 – Commitments received and granted for a description of the pledges on the Company’s assets.
Delegation of powers granted by the Extraordinary Shareholders' Meeting of 3 May 2012 10th resolution (Delegation of powers to the Board of Directors for the purpose of deciding upon the incorporation of profits, reserves or premiums into the share capital)
19th resolution (Authority to issue shares under free share allotment plans)
Except for the authorisation granted pursuant to the 16th resolution, which is granted for a twenty-six (26) months duration, the authorizations granted by the Shareholders’ Meeting of 3 Mai 2012 are each granted for an eighteen (18) months duration as from the date of the Shareholders’ Meeting, i.e. until 3 November 2013, date on which it will be deemed expired if the Board of Directors did not use it.
The description of the stock buyback program implemented under the 8th resolution of the Annual Shareholders' Meeting of 3 May 2012 was published by the Company on 3 May 2012. The report of the Board of Directors of the Company to the
Annual Shareholders’ Meeting to be held in the first half of 2013 on the use of the 8th resolution will be made available to
In the context of the above mentioned buyback program and this liquidity agreement were as follows: SCOR proceeded, between 3 May and 31 December 2012, to:  the purchase of 6,792,437 treasury shares,
On 31 December 2012, SCOR held 8,930,686 shares compared with 7,262,600 shares at 31 December 2011. The par value of these treasury shares is EUR 70,346,766.24 and their book value is EUR 162,638,941.19.
In the context of a contingent capital arrangement program, SCOR issued 9,521,424 warrants (“Warrants”) on 17
December 2010 to UBS, each warrant committing UBS to subscribe for two new SCOR shares (maximum amount of EUR
150 million - including issuance premium available per tranche of EUR 75 million each - including issuance premium) when the aggregated amount of the estimated ultimate net losses resulting from eligible natural catastrophes incurred by the
Group (in its capacity as an insurer/reinsurer) reaches certain contractual thresholds in any given calendar year between 1
January 2011 and 31 December 2013 or if no drawdown already took place in the context of the agreement and SCOR’s share price drops below EUR 10.
On 16 May 2012, SCOR signed a new natural catastrophe financial coverage facility in the form of a contingent capital equity line with UBS with the issuance of Warrants. The entire shares issued on 16 May 2012 have been fully subscribed by
benefits from an additional EUR 75 million financial coverage, thereby increasing its existing contingent capital equity line from EUR 75 million to EUR 150 million.
 Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 17 – Provisions for employee benefits;  Section 21.1.1 – Amount of issued capital and additional information; and
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,
For further detail please refer to Section 20.1.6.13 - Notes to the Consolidated financial statements, Note 13 - Information on share capital, capital management, regulatory framework and shareholders' equity and to Appendix A - Notes to the Corporate Financial Statements, Note 5 - Shareholders' Equity.
If a related party transaction is pre-approved by the majority of the disinterested Directors, the chairman must then report the authorized transaction to the statutory auditors within one month following the entering into of this transaction. The auditors must then prepare a special report on the transaction to be submitted to the shareholders at their next general meeting, during which the shareholders would consider the transaction for ratification (any interested shareholder would be excluded from voting). If the transaction is not ratified by the shareholders, such absence of ratification would normally and except in the case of fraud have no impact on the validity of the transaction, but the shareholders may in turn hold the Board of
Pursuant to article 13 of the Company’s bylaws, the Directors receive attendance fees (jetons de presence), the maximum aggregate amount of which, determined by the shareholders acting at a Shareholders’ Ordinary Annual Meeting, remains in effect until a new decision is made.
Chief Operating Officers (Directeurs Généraux Délégués) may not borrow money or obtain a guarantee from the Company.
Any such loan or guarantee would be void and may not be relied upon by third parties.
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:  all sums transferred to reserves pursuant to the law;  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
The Shareholders’ Meeting may distribute all or part of the discretionary reserves in the form of a full or partial dividend or as an exceptional distribution; in this case, the resolution shall expressly indicate the sums to be deducted from each reserve.
The payment of dividends is decided by the Shareholders’ Meeting at which the annual accounts are approved following recommendation of the Board of Directors. If there is distributable profits (as shown on the interim balance sheet audited by the statutory auditors), the Board of Directors has the authority, subject to French law and regulations, without shareholder approval, to distribute interim dividends. Dividends are distributable to shareholders pro rata their respective holdings of
Ordinary Shares. Dividends are payable to holders of Ordinary Shares outstanding on the date of the Shareholders’ Meeting approving the distribution of dividends or, in the case of interim dividends, on the date of the meeting of the Board of
Directors approving the distribution of interim dividends. The actual dividend payment date and the modalities of such payment are determined by the Shareholders’ Meeting approving the declaration of the dividends or by the Board of
determination of the portion, if any, of the annual dividend that each shareholder will have the option to receive in Ordinary
maintained by BNP on our behalf. Each Shareholder Account shows the name of the holder and such shareholder’s shareholdings and, in the case of Ordinary Shares inscribed through an accredited intermediary, shows that they are so held. BNP, as a matter of course, issues confirmations as to holdings of Ordinary Shares inscribed in the Shareholder
Accounts to the persons in whose names the shareholdings are inscribed, but these confirmations do not constitute documents of title.
Prior to any transfer of Ordinary Shares held in registered form on Euronext, such shares must be inscribed in an account maintained by an accredited intermediary. Dealings in Ordinary Shares are initiated by the owner giving instructions
Ordinary general meetings of shareholders are required for matters such as the election, replacement and removal of directors, the appointment of statutory auditors, the approval of the annual report prepared by the Board of Directors and of
Extraordinary general meetings of shareholders are required for approval of matters such as amendments to the Company’s bylaws (“statuts”), modification of shareholders’ rights, approval of mergers, increases or decreases in share capital, the creation of a new class of shares and the authorization of the issuance of securities giving access, by conversion, exchange or otherwise, to our capital. In particular, shareholder approval will be required for any and all mergers in which we are not the surviving entity or in which we are the surviving entity but in connection with which we are issuing a portion of our share capital to the shareholders of the acquired entity.
The court may be requested to appoint an agent either by shareholder(s) holding at least 5% of our share capital, or a duly authorized association of shareholders holding their Ordinary Shares in registered form for at least two years and holding together a certain percentage of our voting power (computed on the basis of a formula related to capitalization which on the basis of the Company’s outstanding share capital as at 30 June 2011, would represent approximately 1% of our voting power) or by any interested party, including the Workers’ Council (“Comité d’entreprise”) in cases of urgency.
Attendance and exercise of voting rights at ordinary general meetings and extraordinary general meetings of shareholders are subject to certain conditions. In accordance with French law and the Company’s bylaws (“statuts”), the right to participate in Shareholders’ Meetings is subject to registration of shares in the name of the shareholder or of the approved intermediary acting on his or her behalf, by T-0 (Paris time) on the third trading day prior to the Shareholders’ Meeting, either in the nominative share registers held on the Company's behalf by the Company’s agent or in the bearer share accounts held by an authorized intermediary.
A certificate shall also be issued to any shareholder wishing to take part in person in the Shareholders’ Meeting and who has not received his or her entry card by T-0 (Paris time) on the third trading day preceding the Shareholders’ Meeting.
The presence in person (including those voting by correspondence) or by proxy of shareholders holding not less than one fifth (in the case of an ordinary general meeting or an extraordinary general meeting where an increase in our share capital is proposed through incorporation of reserves, profits or share premium) or one-fourth (in the case of any other extraordinary general meeting) of the Ordinary Shares entitled to vote is necessary for a quorum. If a quorum is not present at any meeting, then the meeting is adjourned. On a second call, there is no quorum requirement in the case of an ordinary general meeting or an extraordinary general meeting where an increase in the Company’s share capital is proposed through incorporation of reserves, profits or share premium and the presence in person (including those voting by correspondence)
The rights of a holder of shares of a class of the Company’s capital stock, including the Ordinary Shares, can be amended only after an extraordinary general meeting of all shareholders of such class has taken place and the proposal to amend such rights has been approved by a two-thirds majority vote of shares of such class present in person (including those voting by correspondence) or represented by proxy. The Ordinary Shares constitute our only class of capital stock.
In addition to rights to certain information regarding SCOR SE, any shareholder may, between the convocation of the meeting and the date of the meeting, submit to the Board of Directors written questions relating to the agenda for the meeting. The Board of Directors is required to respond to such questions during the meetings, subject to confidentiality concerns.
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 (“statuts”), 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 authorized 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.
When a decrease or sale of an equity stake, whether directly or indirectly, has been notified, the ACP verifies whether such transaction is likely to negatively affect the company's reinsured clients as well as the sound and prudent management
Pursuant to Article L. 322-4-1 of the French Code of Insurance, the ACP shall also inform the European Commission of any acquisition of a stake that may grant control of a reinsurance company to a company whose registered office is located in a
within four trading days of crossing such threshold. Any shareholder who fails to comply with these requirements will have its voting rights in excess of such thresholds suspended for a period of two years from the date such shareholder complies with the notification requirements and may have all or part of its voting rights suspended for up to five years by the commercial court at the request of our Chairman, any of our shareholders or the AMF. In addition, every shareholder who, directly or indirectly, acting alone or in concert with others, acquires ownership of shares representing 10%, 15%, 20% or 25% of our share capital must notify us and the AMF of its intentions for the six months following such acquisition. Failure to comply with this requirement will result in the suspension of the voting rights attached to the shares exceeding the applicable threshold held by the shareholder for a period of two years from the date on which the shareholder has cured such default and, upon a decision of the commercial court, part or all the shares of such shareholder may be suspended for up to five years.
Scor ‘s competitive position;  Data issued from the Standard & Poor’s Global Reinsurance Highlights (2011 Edition) and relating to the ranking on reinsurance market participants quoted in Section 6.5 – Information on Scor ‘s competitive position;  Data issued from the Standard & Poor's Global Reinsurance Highlights (2010 Edition) and relating to ranking on reinsurance market participants quoted in Sections 5.1.5 - Important events in the development of the issuer's business;Ratings issued by the Standard & Poor’s, Fitch Ratings, AM Best and Moody’s rating agencies quoted in
Section 3.1 - Group key figures; Section 4 – Risk factors, 4.1.9 – Financial ratings play an important role in Scor’s business; Section 6 – Business overview, 6.3 Extraordinary events influencing the principal business and markets; 9.2.4 - Capital shield policy; Section 17.3.1 – Stock option plans and Section 17.3.2 - Share allocation plans and
The list of information published by SCOR within the last 12 months (from 9 March 2012 to 6 March 2013) is shown in
As at 31 December 2012, SCOR held indirectly shares or units in the following companies, which represent at least 10% of the consolidated net assets or generate at least 10% of the consolidated net profit or loss.
Date Subject 9 October 2012 Disclosure of trading in the Company's shares by members of the Board of Directors (Daniel Valot))
5 October 2012 Disclosure of trading in the Company's shares by members of the Board of Directors (Malakoff Mederic Prevoyance)
28 September 2012 Disclosure of trading in the Company's shares by members of the Board of Directors (Malakoff Mederic Prevoyance)
24 September 2012 Disclosure of trading in the Company's shares by members of the Board of Directors (Daniel Lebegue)
21 September 2012 Disclosure of trading in the Company's shares by members of the Board of Directors (Claude Tendil)
21 September 2012 Disclosure of trading in the Company's shares by members of the Board of Directors (JeanClaude Seys)
Launch of the SCOR Corporate Foundation for Science - Press release 2012 Actuarial awards: SCOR further reinforces its support for the development of actuarial science - Press release
Disclosure of trading in own shares (out of the liquidity agreement) made from 1 November to 30 November 2012
Marchés Financiers 27 July 2012 In a challenging environment, SCOR announces the publication of its interim financial report for the six months ending 30 June 2012 - Press release 27 July 2012 SCOR meets its targets and records net income of EUR 206 million in the first half 2012 - Press release 24 July 2012 SCOR achieves a strong performance with 24% premium growth and a 3% price increase during the June-July P&C renewals - Press release 6 July 2012 Half-year statement of the liquidity contract between SCOR SE and EXANE BNP Paribas - Press release 5 July 2012 SCOR is elected "Reinsurance Company of the Year" - Press release 3 July 2012 Disclosure of trading in own shares (out of the liquidity agreement) made from 1 June to 30 June 2012 3 July 2012 Number of voting rights as at 30 June 2012 - Declaration 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 25 June 2012 SCOR is a founding signatory of the Principles for Sustainable Insurance (PSI) - Press release 5 June 2012 Standard & Poor's upgrades SCOR to "A+" - Press release 1 June 2012 Disclosure of trading in own shares (out of the liquidity agreement) made from 4 May to 31 May 2012 1 June 2012 Number of voting rights as at 31 May 2012 - Declaration 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 16 May 2012 SCOR actively pursues its capital shield strategy by extending its innovative contingent capital solution by EUR 75 million - Press release 9 May 2012 Moody's upgrades SCOR's insurance financial strength ratings to A1 - Press release 9 May 2012 Disclosure of trading in own shares (out of the liquidity agreement) made from 1 April to 3 May 2012 9 May 2012 Number of voting rights as at 3 May 2012 - Declaration 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 3 May 2012 SCOR's combined general meeting of 3 May 2012 adopts all the proposed resolutions - Press release 3 May 2012 SCOR Global Life embedded value reaches EUR 3.3 billion 2011 (EUR 18.0 per share), continuing to provide the SCOR group with significant earnings and strong capital repatriation - Press release 3 May 2012 SCOR records net income of EUR 104 million in the 1st quarter 2012, confirming the dynamism of its franchise - SCOR Global Life embedded value grows by 50% to EUR 3.3 billion - Press release 2 May 2012 A.M. Best upgrades SCOR's issuer credit rating to "A+" - Press release 26 April 2012 Thanks to its very favourable positioning, SCOR Global P&C records a premium increase of 11% and a pricing increase of 7% during the 1 April renewals - Press release 12 April 2012 Combined Shareholders' Meeting of 3 May 2012 at 10:00 - Press release 3 April 2012 Disclosure of trading in own shares (out of the liquidity agreement) made from 1 March to 31 March 2012 3 April 2012 Number of voting rights as at 31 March 2012 - Declaration 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 27 March 2012 Combined Shareholder' Meeting of 3 May 2012 at 10:00 - Press release 15 March 2012 Fitch upgrades SCOR's rating to "A+" - Press release 8 March 2012 SCOR announces the publication of its 2011 Registration Document - Press release
Euronext’s website: Date Subject 5 June 2012 Press release - Increase in the number of outstanding shares 19 March 2012 Press release - increase in the number of outstanding shares 28.5 Information published on the Info-Financières web site (www.info-financiere.fr/search.php.com)
1.1 Significant events of the year 331 1.4 Table of consolidated off-balance sheet commitments 337 1.5 Notes to the corporate financial 1.6 Certification of audit of historical financial information 359 1.7 Reconciliation of French GAAP to IFRS 361
Marchés Financiers on 8 March 2012 under number D.12-0140 and from pages 329 to 358 and from pages 359 to 360, respectively, of the free translation into English of the Registration Document filed with the Autorités des Marchés
Marchés Financiers on 8 March 2011 under number D. 11-0103 and from pages 292 to 320 and from pages 321 to 322, respectively, of the free translation into English of the Registration Document filed with the the Autorités des
SCOR’s unconsolidated corporate financial statements for the financial year ended 31 December 2012 are shown below: 1.1 Significant events of the year
On 16 May 2012, SCOR SE signed a new natural catastrophe financial coverage facility in the form of a contingent capital equity line with UBS. This new facility is an extension of its existing 2010 contingent capital equity line. Under this new equity line, SCOR benefits from an additional EUR 75 million financial coverage from 1 January 2012 to 31 December 2013, thereby increasing its existing contingent capital equity line from EUR 75 million to EUR 150 million. See Section 3.6.7 –
On 10 September 2012, SCOR issued CHF 250 million perpetual subordinated notes, redeemable by SCOR each quarter as at payment of interest dates from 8 June 2018. The strong market demand observed prompted the Group to extend its placements from CHF 250 million to a total of CHF 315 on 24 September 2012. The settlement of the notes took place on 8
287,040,000, creating 1,250,000 new shares all subscribed to by SCOR SE.
Accrued income and deferred charges Note 4 1,949 - 1,949 1,841
In EUR million Gross transactions Retroceded transactions 2012 net transactions 2011 net transactions
Internal and external investment management expenses and interest expenses (6) - (6) (13)
Internal and external investment management expenses and interest expense (50) (97)
Rate swaps - - - 60 Rate and currency swap (cross-currency swaps) - 796 796 528 Foreign currency forward purchases 209 337 546 493
Other commitments on investment securities, assets or revenues - 771 771
Contract termination indemnities - 7 7 8 Foreign currency forward sales 208 333 541 480
For real estate and financial (holding) companies, the fair value is calculated as the pro rata of the net assets increased for unrealized gains, net of tax. An impairment provision is recorded on a line-by-line basis when these values are less than historical cost.
Bonds and other fixed-income securities are recorded at cost, excluding accrued interest. In compliance with article R. 33219 of the French Insurance Code, the difference between cost and redeemable par value is amortized to income over the remaining period until maturity using the effective interest rate method.
In Opinion n° 2008-17 dated 6 November 2008 relating to the accounting of stock option and share purchase and underwriting plans and free share allotment plans, the CNC redefined the accounting of such benefits granted to employees and the accounting for impairment of treasury shares held for such plans. In the event of the delivery of existing shares, the expense should be recognized over the vesting period if the attribution of shares is based on the employee remaining with the company over the vesting period. As such, at each period end, a provision for risk is recorded for the pro rata of the estimated cost (calculated as the difference between the cost to acquire the shares and nil value) to which the pro rata of the expired period, from date of attribution, to the entire vesting period is applied.
This financial statement caption includes the various subordinated or unsubordinated bonds issued by the Company as described in Note 4.
In accordance with the Decree of 8 June 1994 and the Order of 20 August 1994 which set forth the rules and accounting principles for reinsurance companies, general expenses, previously recorded by type, are allocated to the following f ive functions: acquisition costs, claims settlement expenses, administrative expenses, investment portfolio management expenses, and other underwriting expenses.
Shares in and advances to land and real estate companies 160 - - 9 151
Shares in and advances to land and real estate companies 5 - - 4 1
The loan granted by SCOR SE to SCOR Global Life for the financing of the TRANSAMERICA INTERNATIONAL
At 31 December 2012, provisions against equity investments can be analysed as follows:  SCOR US CORPORATION: EUR 260 million compared to EUR 285 million in 2011.
Unrealised gains and losses 1 – Real estate investments and real estate investments in process 151 150 249 99 2 - Shares and other variable-income securities (other than mutual fund shares) 4,108 3,844 5,966 2,122 3 - Mutual fund shares (other than those in 4) 12 9 9 4 - Mutual fund shares exclusively invested in fixed-income securities 48 48 48 5 - Bonds and other fixed-income securities 115 114 115 1 7 - Other loans and similar bills 742 742 742 9 - Cash deposits (other than those in 8) and security deposits - - - a ) including: - investments valued according to article R.332-19 115 114 115 1 - investments valued according to article R.332-20 5,092 4,824 7,045 2,221 - investments valued according to article R.332-5 - - - b ) including: - investments and forward instruments issued in OECD countries 6,461 6,195 8,381 2,186 - investments and forward instruments issued in non-OECD countries 88 85 121 36 2.3 SUBSIDIARIES AND AFFILIATES
As at 31 December 2012, loans and advances granted by SCOR SE to its subsidiaries totaled EUR 741 million (including
and EUR 123 million from SCOR HOLDING SWITZERLAND) compared to EUR 613 million as at 31 December 2011
(1) Data based on IFRS accounts (2) SCOR guarantees in full, without limits as to amounts, the underwriting liabilities of its subsidiaries pertaining in particular to their obligations relative to the payment of claims. In return, SCOR GLOBAL P&C SE and SCOR GLOBAL LIFE SE guarantee, on behalf and for the benefit of SCOR SE, the full and prompt performance of all of SCOR SE's payment obligations under all insurance, reinsurance and financial contracts entered into by SCOR SE (*) OC: Original Currency
Increase of equipment and furniture by EUR 38 million mainly related to the head office building located in Paris.
As at 31 December 2012, the number of shares held as treasury shares amounted to 8,930,686 shares (i.e., 4.64% of capital) for a total value of EUR 162,644,155. These shares were acquired in the context of anticipated awards to
Share of retrocessionaires in underwriting reserves 5 - - 5 5 - - 5
Accrued income and deferred charges 1,823 - 126 1,949 1,687 - 154 1,841
Deferred acquisition costs – assumed (Non-Life) 31 - 47 78 31 - 31 62
 CHF 650 million fixed rate perpetual subordinated notes issued in two pari-passu ranking placements on 2 February and 3 June 2011. The notes are redeemable by SCOR each quarter as at payment of interests date as from 2 August 2016 with a first call date of 2 August 2016. The coupon has been set to 5.375% (until 2 August 2016) and 3-month CHF LIBOR plus a margin of 3.7359% thereafter. The notes are hedged with a cross-currency swap detailed in section 15.1.1. - Financial instruments received and given, in the analysis of commitments given and received.
September and 24 September 2012. The notes are redeemable by SCOR each quarter as at payment of interests date as from 8 June 2018 with a first call date of 8 June 2018. The coupon has been set to 5.25%
(until 8 June 2018) and 3-month CHF LIBOR plus a margin of 4.8167% thereafter. The notes are hedged with a cross-currency swap detailed in section 15.1.1. - Financial instruments received and given, in the analysis of commitments given and received.
The reinsurance activity of SCOR SE comprises three treaties, a quota share with SCOR Global P&C SE, another with
SCOR Global Life SE, and a third with SCOR SOUTH AFRICA; a facultative contract with Allianz which is 100 %
retroceded to SCOR Global P&C SE; and the business underwritten by the Beijing branch.
The share capital, comprising 192,384,219 shares with a par value per share of EUR 7,8769723 totaled
The issuance of 4,250,962 new shares related to the first tranche of contingent capital for EUR 75 million in
Contingency reserves amount to EUR 64 million, of which:  EUR 18 million for free share allotment plans with the following expiry: EUR 13 million at 2013, EUR 4 million at 2014, EUR 1 million at 2017.
Currency losses were EUR (6) million in 2012 compared to a gain of EUR 15.1 million in 2011.
 Loss of EUR 1.4 million on the write off of leasehold improvements on the former head office of La Défense
 Gain of EUR 8 million on the reversal of provision on onerous contract
It breaks down into extraordinary income by EUR 20.6 million and extraordinary expenses by EUR 3.9 million.
The table below summarizes the status of the various stock option plans for 2012: Plan Date of General
By application of Articles L.225-181 and R 225-137 of the French Commercial Code, the Company adjusted the price of the shares corresponding to options granted and the number of shares linked to options following the capital increases of 31 December 2002, of 7 January 2004 and of 12 December 2006. Thus, according to the provisions of Article R 22891 of the French Commercial Code, the adjustment applied equalizes, to the nearest hundredth of a share, the value of shares that will be received if the rights attached to share subscription and purchase options are exercised after the capital increase, while retaining the preferential subscription right, of the Company decided on 13 November 2006 and the value of the shares that would have been obtained in case those rights were exercised prior to said capital increase.
In 2012, 582,166 rights of options were exercised: 35,948 rights of options exercised under the stock option plan of 25 August 2004 vested on 26 August 2008, 90,400 options exercised under the stock option plan of 16 September 2005 vested on 16 September 2009, 73,768 options exercised under the stock option plan of 14 September 2006 vested on 14 September 2010, 188,500 options exercised under the stock option plan of 13 September 2007 vested on 13
Amount distributed under the profit-sharing plan 815 1,115 1,609 1,138 1,708
The amount of 2012 profit-sharing payouts have been estimated in the accounts and set aside for EUR 0.771 million.
The number of hours accrued by the employees of SCOR SE was 15,073 on 31 December 2012.
Confirmed credits, letters of credit and guarantees given (Note 15.1.2) 796 597 26 25
SCOR SE has signed agreements with different financial institutions concerning the granting of letters of credit for EUR 591 million.
The commitments received in terms of capacity to issue letters of credit amounted to EUR 796 million, corresponding mainly to contracts signed with the banks:  BNP Paribas: USD 237 million (EUR 182 million),
The guarantee given in consideration for underwriting commitments with the cedant ACE was USD 18 million
(EUR 14 million). This guarantee was in the form of securities pledged to ceding companies.
(1) Rent guarantee given by HSBC, collateralized by pledged securities 15.2 COMMITMENTS GIVEN AND RECEIVED IN RESPECT OF HYBRID TRANSACTIONS
On 12 November 2009, and following an administrative sanctioning procedure, the Spanish competition authority
On 21 December 2009 SCOR filed an appeal to the sanctioning decision before the Administrative Chamber of the
(Tribunal Supremo). SCOR’s lawyers are studying the arguments set forth in the appeal.
Appeal of Versailles. On the basis of the two directors and officers insurance policies in excess coverage, SCOR also commenced two distinct procedures on 10 January 2012 and 22 June 2012 before the Commercial Court of Nanterre and the Commercial Court of Paris against two insurance companies with respect to the recovery of the attorneys’ fees and costs and a portion of the settlement amount relating to the litigation with Highfields Capital LTD, Highfields Capital
SCOR and its subsidiaries are involved in legal and arbitration proceedings from time to time in the ordinary course of their business. Nevertheless, other than the proceedings mentioned above, to the knowledge of SCOR, as at the date of the financial statements herein, there are no other litigation matters likely to have a material impact on the financial position, business or operating income of SCOR.
This is a free translation into English of the statutory auditors’ report on the financial statements issued in French and it is provided solely for the convenience of English-speaking users.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the company as at December 31, 2012 and of the results of its operations for the year then ended in accordance with
As a result of the persistence of a difficult economic and financial environment, choosing the economic assumptions underlying the close of the accounts of insurance and reinsurance organizations continues to be an especially complex exercise. In particular, future changes in interest rates could deviate significantly from those used and produce different direct and indirect effects. It is in this context that we have made our own assessments which we bring to your attention in accordance with the requirements of article L. 823-9 of the French commercial code (Code de commerce).
 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.
In accordance with the provisions of article L.225-37 of the French Commercial Code, this report serves to set forth the composition of the Board of Directors and the implementation of the principle of balanced representation of women and men among its members, the terms and conditions for the preparation and organization of the work of the Company’s
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 –
Lebègue, Monica Mondardini, Guillaume Sarkozy (as representative of Malakoff Médéric Group), Guylaine Saucier,
Jean-Claude Seys, Claude Tendil and Daniel Valot, and one non-voting Director: M. Georges Chodron de Courcel.
(a) Assessment of the Board of DirectorsPursuant to the recommendations stated by the government code AFEP-
MEDEF, an assessment of the Board of Directors was conducted in september - october 2012 by the external consultant Spencer Stuart.
All of the Board members were heard and the main conclusions arising from their assessments were presented during the Non-executive Directors Session, held on 30 October 2012. The following points emerged from this analysis:  The directors’ assessment of the Board was globally very positive: - 2/3 of the directors said that the governance of the SCOR Group was better than in the other boards on which they sat; - 85% of the directors thought that the functioning of the Board had improved; - The organisation of work, the functioning of the Board and the associated documentation were all declared to be of a high standard; - The work conducted by the Board Committees and the areas dealt with by the Board were declared to be very comprehensive; - The composition of the Board was deemed balanced and appropriate.
Directors has more members representing the world of banking, asset management and industry;  An international perspective, with Directors from Italy, Canada, United States, Hong Kong and Switzerland, and directors with extensive international experience;  A higher rate of female Board members pursuant to French law, which states that, as at 1 January 2014 and 1 January 2017, 20% and 40% of Board Members, respectively, must be women ; and
 An Internal Charter amended by the Board of Directors on 2 November 2005, on 4 July 2006, on 4 November 2010, on 4 May 2011 and on 19 March 2012. The main provisions of the Internal Charter are provided below.
Denis Kessler, Chairman of the Board 60 French 04/11/2002 2017 04/05/2011
G. Chodron de Courcel, Non voting Director 62 French 15/05/2003 2013 31/05/05-24/05/07 15/04/09-04/05/11
(1) Director whose appointment ended on 3 May 2012 (2) Directors appointed by the Annual Ordinary General Meeting of the Shareholders of 3 May 2012 (3) Guillaume Sarkozy represents Malakoff Médéric Group, member of the Board. (4) Mr Charles Gave lives in Hong Kong
The Board of Directors is composed of 41.6% of foreigners, of 50% of Directors having a past experience in the insurance or reinsurance industry and of 83.3% of independent Directors.
At the Board of directors Meeting held on 31 March 2004, a new set of Internal Charter (the “Internal Charter”) was adopted. This Internal Charter was amended by the Board of Directors on 2 November 2005, 4 July 2006, 4 November 2010, 4 May 2011 and 19 March 2012. The main provisions of the Internal Charter are provided below:  Mission of the Board of Directors of the Company
Pursuant to the Internal Charter, the Board of Directors determines the Group’s strategy of business plan, oversees the implementation of the business plan, and supervises management’s administration. The Board meets at least four times a year. In accordance with legal provisions, it approves the financial statements, proposes dividends, and makes investment and financial policy decisions. The Board of Directors also determines the amount and the nature of the sureties, securities and guarantees that can be granted by the Chief Executive Officer on behalf of the Company. The
SCOR 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 one of the Company’s officers; 6. must not have been an auditor for the Group within the last five years; 7. must not have been one of SCOR’s Directors for a period exceeding twelve years; 8. must not represent a shareholder of the Company owning more than 5% of the share capital or voting rights.
Denis Kessler No No No Yes Yes Yes Yes Yes No
Kevin J. Knoer (1) No No Yes Yes Yes Yes Yes Yes No
He is also in charge of assisting the Board concerning the good operation of the Company's corporate governance and advising the Board upon the operations on which the Board is convened to deliberate.
Finally, he advises the Directors when they suspect being in a conflict of interest.
Directors may receive training at their request on the specific nature of the Company, its business lines and its business sector. They agree to regularly attend meetings of the Board of Directors, committees of which they may be members, and general shareholders’ meetings. Lastly, they are obligated to express their opposition when they believe that a decision of the Board of Directors is likely to be harmful to the Company.
The Internal Charter requires that candidates for Director inform the Board of Directors of the position they currently hold as director or officer in other entities in France and other countries, as the Board of Directors has the duty to ensure compliance with the rules regarding the accumulation of position as director. Once appointed, Directors must inform the Board of Directors of any appointment they hold as a company officer within a period of five days following the appointment. Finally, Directors must inform the Board of Directors of the position they have held as director in other entities during the course of the financial year within a period of one month following the end of this financial year.
The Board of Directors decided, in order to protect the corporate interests, to implement an internal control program 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 analyze his or her independent status and potential existing conflicts of interests; 3. through the reinforcement of its Internal Charter, according to which any Director in a situation of conflict of interests undertake to resign from his or her 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 and to all new hired employees. 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
The duration of these meetings was approximately 2 to 3 hours in 2012.
During its meeting in 2012, the main topics which were discussed were:  Approval of the quarterly, half-yearly, annual accounts
The following table displays the attendance of the members of the Board of Directors during 2012: Board members Attendance rate (%)
In 2012, the Strategic Committee met on 5 occasions. These meetings lasted approximately 2 hours. Its work dealt with the whole strategy of the Group and in particular, the review of acquisition plans.
The average attendance rate of the Committee Members was 93.3%. The following table states the attendance rates of the members of the Strategic Committee in 2012: Board members Attendance rate (%)
The Committee may consult the Chief Financial and Accounting Officer, the Chief Internal Auditor and external auditors on these issues. During the financial year 2012, 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 SCOR’s Chief Financial Officer describing the risks exposure and its material off-balance sheets liabilities.
During its four meetings in 2012, the Audit Committee discussions focused primarily on the following matters: review of the quarterly and annual financial statements, review of the internal audit report, management of the Group’s debt, impact of the financial crisis upon the Group’s assets, strategy plan, embedded value, impact of the litigations upon the financial statements, annual review of the work of the Audit Committees of Group subsidiaries, annual review of the
Group Policies and Group Guidelines. The Audit Committee meetings lasted approximately 2 to 3 hours in 2012.
The Committee met 4 times in 2012, primarily to discuss the following matters: analysis of the main exposures of the
Group, risk appetite, retrocession policy and coverage, solvency and contemplated Solvency II, internal model of assets
The average attendance rate of the Committee Members was 96.4%. The following chart states the attendance of the members of the Risk Committee in 2012: Board members Attendance rate (%)
Daniel Valot 100 (1) Representing Malakoff Médéric Group, Director 4. The Compensation and Nomination Committee
Courcel (Non-Voting Member), Charles Gave, Guylaine Saucier and Daniel Valot. According to its Internal Charter, the
The Chairman of the Committee may hear any officer or employee likely to provide relevant information for a clear understanding of a given point; the presence and information provided by this individual being limited to the relevant items on the agenda.
The average attendance rate of the Committee Members was 100%. The following chart states the attendance of the members of the Compensation and Nomination Committee in 2012: Board members Attendance rate (%)
Every year, the conditions of remuneration for corporate executive officers and Directors are made public through the documents released for the Annual General Shareholders’ Meeting. The General Shareholders’ Meet ing that took place on 28 April 2010 set the Directors' fees envelop at a maximum of EUR 960,000 per year. This limit has not been changed since this date. Within the limits of this amount and upon the submission of the Compensation and Nomination
Committee held on 10 February 2011, the Board of Directors held on 7 March 2011 fixed the conditions of the allotment, in order to encourage the attendance of the Directors. It was thus decided to award the Directors' fees, payable to each voting or non-voting Director as a fixed part, equal to EUR 28,000, payable in fourths and another part based on attendance by voting and non-voting Directors (1), amounting to EUR 2,000 per meeting and participant, except for the
 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 - 50% on the basis of the achievement of financial 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.
The non-voting Directors does not receive any Directors fees for the Strategic Committee
In the event of termination of the Chairman and Chief Executive Officer, the benefits he may be allocated would be determined according the following situations:  In the event that the Chairman and Chief Executive Officer is dismissed for misconduct or following a notoriously negative performance of the Company (non-achievement of the performance condition (C_n) as described below, and for at least two years during the three previous) no compensation will be due;  In case of his departure is imposed or a dismissal ad nutum mainly for typical difference of opinion regarding the Group's strategy, the Chairman and Chief Executive Officer will benefit from a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure. This payment is subject to the satisfaction of the performance condition (C_n) defined below for at least two out of the three years preceding the date of departure of the Chairman and Chief Executive Officer.
 In case of his departure is imposed or a dismissal resulting from the event of a hostile takeover bid leading to a change in control situation of the SCOR group, the Chairman and Chief Executive Officer will benefit from: a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure. This payment is subject to the satisfaction of the performance condition
Furthermore, the performance shares and stock-options which have been granted prior to his departure will be subject, in their entirety, only to performance conditions of each plan as approved by the Board of Directors at the time of the grant.
The criteria for the performance condition (C_n) will be available in the annual report of the Board of Directors.
The information referred to in Article L.225-100-3 of the French Commercial Code is made public in the Annual
Department. It was presented to the Audit Committee on 4 March 2013 and approved by the Board of Directors of
The Group is organized around two main reinsurance business activities and one asset-management activity:  Property and Casualty Reinsurance operating activities are managed by the division SCOR Global P&C.
These activities include the following business areas: Property and Casualty Treaties, Specialty lines,
Business Solutions (facultative), Joint-ventures and Partnerships. This division hosts functional departments,
 Life Reinsurance operating activities are managed by the division SCOR Global Life. This division hosts functional departments,
Investments SA, regulated by the “Commission de Surveillance du Secteur Financier” (CCSF) in Luxemburg since the 8 July 2011, manages the Atropos fund launched the 31 August 2011.
Following several acquisitions, in particular in 2006 and 2007, the Group has set up a functional organization structured around regional management platforms, or Hubs”: Cologne, London, Paris and Zurich for Europe, Singapore for Asia and for the Americas’ hub, New York and Charlotte (since August 2011 for the life reinsurance business). Each subsidiary, branch, and representation office has a functional link to a given Hub. Each Hub includes the following functions: a Legal and Compliance Officer, a Head of Information Systems, a Head of Finance, a Head of Human
Within this environment, control responsibilities are exercised as follows:  SCOR’s Board of Directors relies on the Audit Committee and the Risk Committee to exercise its control responsibility over the objectives it has set for the Company. These committees are both chaired by independent directors;  SCOR is represented in the governance bodies of its principal subsidiaries. Eventually, SCOR’s Board of
Committee is made up of the COMEX members and of one additional voting member, the Group Chief
Director of the Group Internal Audit are regularly convened to the Group Risk Committee meetings. Role and responsibilities of the Group Risk Committee are set out in its internal charter.
 monitoring of the internal control procedures falls under the remit of the Group General Management. The
SCOR Global Investments invested with a control responsibility have the task of defining and controlling the implementation of rules pertaining to the areas of their responsibility and applicable to all of the Group’s entities. These rules, and the participants, are described in detail in part c) of this report on control activities;  the Hubs’ support departments, the operational entities of SCOR Global P&C and SCOR Global Life and the operational departments of SCOR Global Investments must apply the rules defined above. They carry out all of the first-level controls related to business management and ensure compliance with regulatory, accounting and fiscal laws, at both local and Group levels;  the Head of Group Internal Audit Department reports directly to the Chairman and Chief Executive Officer of the Company and functionally to the Audit Committee of the Board of Directors of the Company. This standing gives it the necessary independence, and allow it the largest possible room for investigation, while at the same time ensuring the effective and timely implementation of its recommendations. The Group Internal Audit eventually checks independently the effectiveness and relevance of the internal control procedures for all the
The main tasks of the Group Risk Management Department (GRM) 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 Department. Core objective of this competence center is to bundle the ICS knowledge in order to foster a
consistent group wide ICS approach and application of ICS standards. The ICS-CC consists of experts, who 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.
 through its periodic missions the Group Internal Audit Department assesses the internal control system and its roll-out in accordance with its risk-based audit planning. An insufficient level of maturity or quality requires an action plan to be established.
Group business standards and practices are governed by Group Policies established in a uniform format, by the operational divisions (SGP&C, SGL, SGI) and central functions (Finance, Risks, Operations). Group policies are approved by the Group COMEX and are submitted annually to the Audit Committee and to the Board of Directors of the
Company. These Group policies are not intended to enumerate all the rules governing SCOR’s activities in the different countries in which the Group operates, but rather to establish certain rules intended to ensure that SCOR Group companies and employees share a common understanding of the Group’s Standards and that they work in compliance with these standards.. When approved, these documents are made available to employees on the SCOR intranet on a dedicated page where Group policies are all grouped together. In 2012 four new Group Policies were published and eight existing Group Policies were amended reflecting the latest legal and other requirements.
 To embed the latest Group Compliance Policies and other legal & compliance requirements (e.g. anti-fraud, anti-bribery, anti-money laundering, anti-trust/competition law) as per latest developments into the
organization, training sessions targeted for underwriters, claims and accounting staff were also held during 2012 in all Hubs and other locations.
SCOR has implemented and formalized for several years 3 year strategic plans. The strategic plan, “Strong Momentum”
Group Risk Committee and to the Board Risk Committee of the Company.
Modeling Department of the Group Risk Control Department, necessary to implement its underwriting and asset management policies and guidelines. Economic capital is allocated to SCOR Global P&C, SCOR Global Life and to the asset management, and constitutes the reference for deciding and verifying the profitability expected from each of them; The operating and control procedures concerning underwriting, pricing, administration of reinsurance contracts and claims management are validated by SCOR Global P&C and SCOR Global Life and are applied to all underwriting segments of the company in question, regardless of location.
Department; 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;  Cross reviews are initiated by SCOR Global P&C's Risk Management to evaluate the quality of underwriting, pricing and claims handling of particular business units or certain lines of business, to identify and assess risks, to evaluate the appropriateness and effectiveness of controls and to propose risk-management measures, including mitigating actions;  The Risk Modeling & 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 (AIR and RMS) in the regions considered to be the most exposed;  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;  SCOR Global P&C Underwriting Management and Retrocession Department establishes and implements the external retrocession plan for P&C activities. This department is responsible for its proper application, for monitoring the solvency of the retrocessionaires, the related counterparty risks and, when necessary, for the collection of balances due;  In order to ensure an adequate and efficient control of the reserves, a report is established on a yearly basis by the Group Actuarial Department, where the Group Chief Actuary gives his opinion on year end booked reserves‘ adequacy. The main objective of this report is to provide the Executive committee as well as the
- an internal annual actuarial analysis, including a review of all segments and a full analysis of the segments that may have a substantial impact on SCOR’s balance sheet. This analysis is recorded in the Group Actuarial annual report; - an external annual review of SCOR Global P&C division reserves adequacy, in addition to several external reviews already required by local regulators (Canada, Australia and Hong Kong).
For SCOR Global Life:  Business is underwritten throughout the year, the share of renewable business being comparatively low. The life business plan is updated on a quarterly basis with the business actually underwritten. These plans are approved by the COMEX;  A quarterly review of technical results is performed by region (i.e. France, Germany, UK/Ireland, Rest of
Legal Department, (2) for cases which may have a significant impact on the balance sheet (thresholds and/or conditions defined in a procedure or specific guidelines) by the Group Risk Management Department;  Claims exceeding a predefined threshold are reviewed by the Central Actuarial & Underwriting Department of
SCOR Global Life;  Cross reviews are commissioned by SCOR Global Life's CEO to evaluate the quality of underwriting, pricing, medical underwriting and claims handling of particular business units, to identify and assess risks, to evaluate the appropriateness and effectiveness of controls and to propose risk-management measures, including mitigating actions;  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; the retention and retrocession structure is revised every year and subject to SGL COMEX and Group Chief Risk Officer approval;  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;  The Group Chief Actuary gives his opinion on the reserves adequacy with regards to products or portfolios whose estimation is particularly difficult to assess. The scope under the review of the Group Actuarial
Department, includes Guaranteed Minimum Death Benefit (GMDB) products, long term care in France, health, and finally mortality and critical illness in UK /Ireland and health business, and mortality in the U.S.. The Group
 The Group has harmonized the principles governing asset management: the Statement of Group Investment
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 Group Treasury Department manages the Group’s operating cash flow, directly or indirectly and carries out a weekly centralized 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, with the Group Information System
 the Group Legal Department exercise a control function in areas such as the entry into agreements and the supervision of major disputes. This department is also involved where relevant in the aforementioned control with regards to underwriting of reinsurance business. It also monitor compliance with the Group’s filing obligations, including toward the “Autorité des Marchés Financiers” (AMF) and the Six Swiss Exchange
(SWX);  The Prudential Affairs Department guides the group in its regulatory environment. It ensures the group actively positions itself vis-à-vis the different jurisdictions and requirements to which it is exposed or could be exposed.
It also coordinates the preparation to new regulations, especially for the Solvency II project;  The Group Project Office monitors the project portfolio and defines standard project methodology. The Group
Project Office regularly provides to the management key indicators on the project portfolio for an effective control of their status.
Furthermore , the Finance Department manages the “management representation letters” process, detailed in part (F)
on financial reporting, which also incorporates certain points relative to internal control of accounting and financial reporting.
of control already exists in Omega. Its reengineering which has been decided as a strategic project in July 2010 by the
 a quarterly liability adequacy test performed for portfolios that are subject to broadly similar risks and managed together as a single portfolio.
Monitoring of financial assets and cash flow is provided through various operating methods. The information systems used provide an audit trail of the transactions carried out. In certain entities, accounting activities are delegated to external service providers; controls implemented by these entities make it possible to verify the proper recording of accounting data and consistency of the figures. “Cash” reconciliations are made on a daily basis, for the most part, and securities are reconciled the following day (D+1) with reports from the various custodians. Portfolios managed directly are monitored in real time.
The implementation of a new information system which enables to book, value and monitor of assets owned by all
At the end of 2009, SCOR decided to fully review all its Finance applications by launching a Group wide “one ledger” Program. The main objective of this Program is to simplify, through an innovative approach based around SAP, and vastly improve the Finance function for all SCOR entities. This program includes:  one single chart of accounts (with minimum local specificities, aligned with existing source systems),
The initial phases of this Program of defining the business requirements and developing a Core Solution (design, build
& test) are completed, and the Core Solution has been validated. This solution has been rolled-out in 2012 and 5 Hubs are now fully operational in the new environment : London, Zurich, Singapore, Cologne and Paris. "One ledger" will be implemented during 2013 in America's Hub.
SCOR Global Life, and the Head of the IFRS Centre of Excellence. The key points are communicated to the Executive
SCOR believes that its risk management and internal control systems are appropriate and adapted to its activities and is engaged in an ongoing process to improve its internal control standards and their implementation. In 2012, the Group has pursued its efforts on compliance issues as briefly summarized in this report and enhanced its risk governance through the Group Risk Committee .
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 2012.
Our role is to:  report on any matters as to the information contained 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, and
*This glossary is a list of selected reinsurance terms. It is not a complete list of terms used in this Document de
This type of insurance-linked security allows insurance and reinsurance companies to transfer peak risks (such as those arising from natural catastrophes) to capital markets, thereby reducing their own risks.
A homogeneous category of insurance. Since 1985, French reinsurers have used a uniform presentation that distinguishes between life, fire, crop hail, credit and surety, other risks, third party liability, motor, marine and aviation classes. The last eight of these form the general class of Non-Life business. English-speaking markets generally distinguish between Property (damage to goods) and Casualty (liability insurance and industrial injury), and Life business.
A policy taken out with an insurer by an individual or a company to cover a risk (property, service or person). This policy can either be underwritten directly with one of the insurer’s agents or via a broker who receives a commission.
The price for which an asset could be exchanged between knowledgeable, willing parties in an arm’s-length transaction.
Profit earned on liquidation of technical reserves on settlement of a claim or expiration of a Treaty.
PERILS provides index values which can be used in industry-loss-based ILS transactions. The underlying data for the index is thereby directly collected from insurance companies underwriting property business in the affected areas and is processed in a standardized procedure to estimate industry-wide insured losses, which then form the basis of the
Scale showing the various premium rates applied to risks belonging to a given category of insurance (as in motor rates, fire rates).
Percentage of premiums paid by the reinsurer to the insurer in quota-share or facultative treaties as a contribution to the acquisition and administrative costs relating to the business ceded.
A reinsurance pool involves insurance and reinsurance companies as well as public authorities in order to spread the risks. It allows the Group to have limited and known commitments.
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 P&C refers to the operating divisiont and all business transacted by entities in this division . SCOR
product is one where ultimate losses are known comparatively quickly; ultimate losses under a “long-tail” product are sometimes not known for many years.
Life insurance contract or capitalization certificate for which the amount guaranteed and bonus amounts are expressed, not in a specific Euro amount, but by reference to one or more units of account such as mutual fund units or real estate investment trust units. Contractual guarantees are directly linked to upward or downward variations in a security listed on a regulated market or in the value of a real estate asset.
This refers to life reinsurance portfolios acquired in a business combination. It is calculated as the present value of the stream of expected future cash flows including estimates of the future technical results, the future investment income less future administration expenses. The present value calculation is based on assumptions and risk discount factors
relevant at the date of acquisition. VOBA is amortized over the lifetime of the underlying reinsurance portfolio and is subject to impairment testing as part of the LAT.
Therefore, the Registration Document’s sections referred to in the table of compliance set forth under Section 4 hereafter, are fully incorporated to this Report of which they are deemed to be an integral part.
 to the 2012 free shares allocation plans, are presented in separate reports of the Board of Directors.
The balance sheet of SCOR SE as at 31 December 2012 amounts to EUR 7,533,153,877 compared to
For additional information on the operating and financial situation of SCOR SE and its subsidiaries, as well as on their activities’ development in 2012, please refer to Section 9, Section 20 and Appendix A of the Registration Document.
Pursuant to the provisions of Article R.225-102 of the French Commercial Code, the following table presents a summary of SCOR SE operating results during each of the last five financial years: RATIO NATURE 2012 2011 2010 2009 2008 I. - Financial position at the end of the year: c) Number of convertible bonds to shares - - - 10,765,428 10,470,000
d) Net Profit after taxes, depreciations and reserves 208 235 204 199 (64)
b) Net Profit after taxes, depreciations and reserves 1,08 1.22 1.10 1.08 (0.35)
IV. - Salaries: c) Amount of paid employees benefits (Healthy contribution, others benefits, etc.) 22 17 21 12 11
(1) Subject to adjustment according to the 25 April 2013 shareholders' meeting’s decision as per the allocation of 2012 income 1.2.2 DIVIDENDS DISTRIBUTED BY SCOR SE OVER THE LAST THREE FINANCIAL YEARS
Over the three previous fiscal years, the amounts distributed by SCOR SE as dividends were as follows: Fiscal year ended on: 31/12/2011 31/12/2010 31/12/2009
(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). (2) For natural persons only : the dividend paid in 2009, 2010 and 2011 for the fiscal years 2008, 2009 and 2010 gave entitlement to a 40% deduction (except if the beneficiary has opted for fixed-rate taxation on dividends (prélèvement libératoire forfaitaire).
This appendix is prepared in accordance with the regulations referred to in the Article 225 on the national commitment to environment. The presentation also takes into account Recommendation No. 2010-13 of the Autorité des Marchés
Financiers published on 2 December 2010 and available on the AMF’s website. It describes how the Group ("SCOR" or the "Group") accounts for the direct effects of its activity on its employees and outlines the policies, actions and programs it has implemented in response, both in Scor SE and its subsidiaries in France and abroad.
This chapter is divided into two sections. The first section presents a series of HR indicators that are consistent across the Group. The second section provides additional information and studies in further detail the actions and programs implemented within the Group.
Definitions of social indicators may differ slightly from one country to another. Nevertheless, the SCOR indicators used in the tables below remain consistent and meaningful at Group level. Unless otherwise indicated, no estimate is performed to calculate these indicators.
(1) The slight differences compared to the decree are systematically mentioned.
Indicator “Grenelle II”: Distribution of the employees by gender 3.2.3 Distribution by status
(*) We consider that the trainees are paid and under a tripartite relationship between the company, the school and the student
(*) The Corporate Officer is not included. The total compensation is calculated on the basis of 2,149 employees as at 31 December 2012. (**) The average fixed remuneration is based on the annual base salary paid to the employee, prorated to actual hours worked. (***) The bonus includes the profit-sharing scheme for France (****) Amount calculated by multiplying the number of shares granted by the fair value of each plan which is calculated in accordance with the IFRS rules.
All employees have access to a full description of the Group’s remuneration policy on the Company intranet. This policy is consistent across all the Hubs and applies to the entire Group. In accordance with the Group’s values, one of the policy’s objectives (beyond retaining employees and rewarding performance) is to discourage excessive risk-taking.
The components include base cash salary, annual cash bonus, shares and options where applicable, pension schemes as well as other benefits.
Base salaries are set according to criteria that consider a variety of factors, such as conditions on the local labour market, professional education and professional experience before entering SCOR, the accumulated expertise, the present position of the jobholder, and his responsibilities.
Group, applies to approx. 25 % of the total number of employees. It is a specific and selective program in terms of sharing information, career development and compensation schemes.
Depending on the rating received in the individual appraisal by the employee’s direct superior, the bonus varies between 0% and 6%. This scale is increased by a multiplier (2 or 3) in some Hubs in order to take account specific local labor markets.
The cash bonus is calculated based on the annual gross salary. The components of the Partners’ bonuses are linked to their Partnership Level.
Moreover a new compensation scheme has been implemented for the benefit of selected managers and executives of the Group with the goal of retaining key employees while extending the scope of performance measurement.
In addition, the Group pursues a policy of employee shareholding which resulted in 221,160 shares being allocated to non-Partners in 2010, 141,020 shares in 2011 and 168,440 for 2012.
Germany The pension amount is based on three elements: the sum of points earned based on income, the multiplier, the present value of pensions. The pension is payable from age
Six defined benefits pension schemes: for three of them, the payment of the pension benefits is calculated on the duration of affiliation to the pension scheme, for the three others, the pension schemes serve the purpose of supplying benefits to the employees on their retirement, or in the event of disability of death.
All the employees are obliged to have health insurance (basically: statutory health insurance). Employees earning more than after one year if they want to keep the statutory health insurance.
("Basic State Pension"). The amount of full basic state pension for a single person is
SCOR and employee (100 employees in New York, 28 employees in Itasca, 32 employees in Toronto, 364 employees in Charlotte).
is a mandatory retirement savings scheme for Singapore citizens and permanent residents. The maximum CPF
Male Female Total 3.3 Additional information 3.3.1 Organization of the working time
The annual working time in the Group is 201 days for the employees with “cadres” status in
France, 205 days for the employees with “non-cadres” status in France, 217 days in Spain, 222 days in Italy, 218 days in Belgium, 201 days in Luxembourg, 221 days in the Netherlands, 243 days in Russia, 224 days in South Africa, 227 days in Ireland, 227 days in the UK, 245 days in
As the concept of overtime does not exist in all countries and the calculation of overtime is very different from one country to another according to the local law, it is not possible to present this data on a comparable basis this year.
Luxembourg and Netherlands, 103 days in Spain, 179 days in Italy, 49 days in Russia, 14 days in
South Africa, 487 days in Ireland, 1,156 days in United-Kingdom, 562 days in Sweden, 1,252 days in Switzerland, 118 days in Israel, 2,359 days in Germany, 234 days in Austria, 436 days in
New York (USA), 6 days in Brazil, 130 days in Colombia, 86 days in Itasca (USA), 238 days in
Organisation of employee/management dialogue 13 collective agreements were signed within the Group in 2012 (5 agreements were signed in
SCOR », 1 agreement was signed in Austria in January 2012 « New pension scheme at
In 2012, the Works Council in Paris spent EUR 588,914 on social activities. This figure does not include operating expenses (or summer camp costs(*)). The main benefits for the employees are:  “Crédit loisirs”: an annual lump sum credit proposed to each employee to reimburse theatre, cinema and show tickets, sporting activities, arts-, culture- and entertainment-related outings, etc.
 Financial support for holidays (preferential rates for winter/summer holidays and excursions, discount vouchers for holiday-related spending, etc.)
No employee were declared unable to work in 2012 in the Group. Health and security 3 occupational accidents(2) on the working place with sick leave were recorded as at 31
December 2012 (2 in France, 1 in New York (US)) (3).
In 2012, number of measures for health protection/prevention were implemented: - In Germany, measures included sponsored runs, health checks for certain top managers, an integration management programme, aiming to provide the right conditions to help certain employees return to work after long-term sick leave, first aid training, a variety of medical services
(3) It was not possible to calculate the frequency rate and the severity rate of accidents during this year within the hubs. SCOR therefore identified the number of occupational accidents within the Group to provide rudimentary information on this subject.
The strategic objectives of this policy are:  To have one consistent SCOR-wide Training approach to ensure career development for all employees,
 To apply a stringent process for analysing, controlling and monitoring SCOR’s strategic
 To make the training policy a powerful means of developing and retaining staff while adhering to local legal requirements
Building on this, in 2013 the training policy will form part of the "SCOR University" concept, which will extend training to the international level and harness the synergies of existing training schemes. The concept will be structured around 3 pillars: Business, Management & Leadership, and Excellence.
609,593, 1,987 interns) were offered in the hub of Paris, 4,723 training hours (EUR 181,718, 450 interns) were offered in the hub of Köln, 5,028 training hours (CHF 297,980, 633 interns) were offered in the hub of Zurich, 3,411 hours in the hub of London (GBP 128,322, 174 interns), 1,086 training hours (SGD 77,949, 55 interns) were offered in the hub of Singapore, 4,815 training hours
In 2012, on average, approximately 17 hours of training were followed per employee.(**)
 At the Compensation and Nomination Committee meeting on 25 July 2012, it was noted that SCOR had made progress towards achieving equality between women and men at work and that the initiatives must continue. Once again this year, particular attention was paid to the number of women with Partner status (between 2008 and 2012, the number of women partners increased by 80% while the total number of partners increased by 50%); and compliance with internal equity when increasing salaries, performing appraisals or promoting to Partner status (reminder of this principle sent to the managers with the guidelines); recruitment process designed to eliminate any risk of discrimination.
"best practices" regarding equal treatment of men and women was launched. This study aims to establish a framework for a future agreement.
Paris site: 1 / Develop and maintain diversity in employment and recruitment 2 / Promote and ensure equal treatment in terms of pay and training between women and men working in equivalent businesses, similar functions and having the same skills, experience, responsibilities, performance and education 3 / Ensure that absences related to maternity shall not affect career development and salary 4 / Promote compatibility between work and family life
 In 2009, 1 part-time position was created for an employee with a disability in Russia.
Management Committee; the idea of part-time working arrangements is being studied to alleviate difficulties certain employees face; paternity leave is promoted.
Methodological note: - The report covers a 12 months period from the 1st January to the 31st December of the year under review.
- The headcount is calculated on the basis of the employees registered at 31 December in fixed-term contract (working contract signed directly between SCOR and the individual with a defined ending date) or permanent contract (working contract signed directly between SCOR and the individual for an unlimited period). Trainees are employees paid by the company under a tripartite agreement between the company, university and student employee.
- 2012 Group’s staff turnover: number of resignations in 2012)/headcount as at 31 December 2011 - The average fixed remuneration is calculated on the annual remuneration of reference paid to the employees, prorated to actual hours worked. The average bonus includes the profit sharing scheme for France. It takes into account the bonus equal to 0 for a law performance.
- Annual working time: annual period of time (calculated in days) that an individual spends at work. This definition is based on the legal (or conventional) approach and doesn’t take in consideration the absence for sick leaves, maternity leaves, sabbatical vacations etc.
- Number of training hours: total number of hours of training for all the employees. These training hours are directly managed by SCOR or by an external training organization at the behest of SCOR. In case of collective training, the number of hours of training should is multiplied by the number of participants.
- A disabled employee is an employee officially affected by a disability recognized by the administration. It may be physical or mental or some combination of these. A disability may be present from birth, or occur during a person's lifetime.
Nations Global Compact since 2003, and the Kyoto Statement under the aegis of the Geneva Association since 2009,
Although reinsurance is not an industrial activity, SCOR strives to conduct its global operation in accordance with the environmental principles which are set out by the United-Nations Global Compact with regards to prevention, protection and precaution. Therefore, the environmental policy aims to reduce the environmental impacts directly linked to SCOR’s activity and whose main source is derived from office management (energy consumption, water consumption…), business travel (in particular air travel due to the international nature of it’s activity) and to a lesser extent office equipment (furniture, Information Technology equipment, paper…).
Operating Officer and gathers the Hubs’ Chief Executive Officer’s, as well as representatives from several central functions (compliance, Human Resources, Communication, Risk) and operational functions (SCOR Global P&C, SCOR
BREEAM (”BRE Environmental Assessment Method”). In Cologne, SCOR’s local teams are hosted since march 2012 in a building that has been awarded an European environmental label. In Paris, the headquarters, certified “Haute Qualité Environnementale” (HQE) for the design and the construction phase, hosts now most of the the parisian teams.
 With regards to its investment property portfolio, SCOR has undertaken a proactive approach to the environemental certification of its portfolio. The Group owns one of the first positive energy tertiary sector buildings of its size in France (23,000 m2). Moreover, a far-reaching renovation programme set to be rolled out over 14 months will be conducted on a Parisian surface area of 11,000 m2. This operation will aim to receive triple certification (HQE, LEED, BREEAM) with high levels of excellence, in addition to the granting of the BBC
Effinergie-Rénovation energy label. Once this renovation programme is completed, the surface area subject to certifications or labels will represent almost 30% of SCOR’s investment property portfolio in France.
(3) Streamlining of travel, which is the main contributor to the Group’s Green House Gas emissions, is sought through the roll-out of highly sophisticated and efficient videopresence rooms, and the implementation of a travel policy setting out principles and rules for a proportionate use of transportation means.
This report is established in accordance with regulatory requirements as set out by the article 225 of the law on the national commitment in favour of the environment and takes into account the AMF recommendation n°2010-13 published on the 2 December 2010 and available on the AMF website.
Aside from the indications mentioned below, further details on the scope are available as necessary in the description and the 2012 data section of the environmental indicator table, which are set out in the same order as Decree n°2012557 of 24 April 2012 relating to the transparency obligations of companies in social and environmental terms.
Moreover unlike the 2011 data collection the threshold of 30 employees is no longer applicable for the calculation of the environmental impact of air and rail travel. Although information for all of the sites falling within the data collection scope is not available at this stage, data relating to the use of air travel now covers 95% of Group employees.
Consolidated data covers a 12 month period, generally from 1 January 2012 to 31 December 2012.
 “Scope 3”: Other indirect emissions. In this Scope, are included emissions derived from the use of offices (socalled depreciation), business travel, commuting, waste and so on. In this Scope, SCOR is focused on air travel (the most important source of emissions) as well as train transportation and paper purchasing.
With regards to the source of emissions (to be distinguished from the volume of emissions) within each “Scope”, the rate of coverage is estimated to around 100% for the “Scope 1” (refrigerant liquid volumes are not estimated) and to 100% for the “Scope 2”. The rate of coverage for the “Scope 3” is limited to approximately 10% since the Group has adopted a pragmatic approach with a clear focus on business transportation which have an important environmental footprint. Within this “Scope”, the main sources excluded are commuting and the so-called depreciation of furniture and property offices.
Description and 2012 Data Scope 1- Company organisation to manage, assess environmental issues and certification initiatives
Aside from these corporate communication methods, employees are kept informed about environmental protection through environmental certification procedures undertaken in various sites operated by Scor, for example leaflets and posters promoting the reasonable use of resources and raising the awareness of the
Group 3- Resources dedicated to prevent environmental risk and pollution Data not itemized in our budget and control monitoring system
Scor have not been subject of any convictions or any litigations invoking its civil liability.
Description and 2012 Data Scope 5- Description of the measures taken to prevent any air, water and ground pollution
The Group selectively monitors its waste, particularly on the most toxic products for the environment (electronic and computer waste, batteries, ink cartridges and toners, etc.). The production of paper waste is also monitored and consolidated throughout the Group, although the reinsurance industry uses less paper than the insurance industry.
In 2012, sorted and recycled "paper waste" amounted to 152 tons.
Due to the relocation of important premises (more than half of the
Most of the energy consumed in the Group’s premises surveyed comes from electricity (66%).
Another major source of energy consumption is driven by business trips, in particular air travel due to the global nature of SCOR’s activities. In 2012, around 33 million of kilometres (or around 16,174 kilometres per employee) were travelled either by plane
Main Steps taken at Group level to improve energy efficiency are described in the section “Group’s environmental policy: general organisation and main areas”. These global initiatives are supplemented by local initiatives, in particular on the premises for which local teams have undergone a process of certification.
amounted for 18,479 tons of CO2 equivalent or 9 tons of CO2 equivalent per employee. Most of these emissions were driven by business transportation representing around 80% of the Group’s emissions of which air transportation accounted for 98%. The emission rate retained includes the preparatory phase (extraction, refining and transport of the fuel) and the combustion phase. With regard to transport, gases outside of the Kyoto protocol are also taken into account (mainly water vapour generated by jet engines).
Protocol, the Group’s emissions fall to 12,105 tons of CO2 equivalent of which air transportation accounts for 66% in this case.
(ECHO – Emerging or Changing Hazards’ Observatory), SCOR has become involved with a number of corporate and community initiatives, notably the initiative led by the Geneva Association. The
Not material due to the nature of the activity (i.e. financial services); the direct impacts of which on biodiversity is insignificant.
(1) coverage rate calculated on the basis of hubs response rate (in terms of employees without taking into account entities excluded from the scope) (2) of which electricity (66%), fuel and gas (11%), other heating source (7%) and other cooling source (16%)
5.2 RELATIONSHIPS BETWEEN THE GROUP AND PEOPLE AND ORGANISATIONS CONCERNED BY THE COMPANY’S ACTIVITIES, PARTICULARLY NON-PROFIT EMPLOYMENT AGENCIES, EDUCATIONAL ESTABLISHMENTS, ENVIRONMENTAL PROTECTION AGENCIES, CONSUMER ASSOCIATIONS AND NEIGHBOURING RESIDENTS
Française des Sociétés d’Assurance, Association professionnelle de la réassurance in France, American
SCOR has a long tradition of supporting research and teaching. The Group has for many years been developing relationships with different kinds of institutions (foundations, associations, schools and universities, research centres) in various forms (corporate sponsorship, scientific partnerships) in a number fields linked to risk, both in France and abroad.
Aside from the SCOR Global Life Research Centers, which maintain close ties with the medical world and finance research operations in the fields of cardiovascular disease (partnership with the Assmann Foundation in Germany),
Europe (Germany, Spain, Portugal, France, Italy, the UK and Switzerland) and financial and economic science
The constitution of the SCOR Global Risk Centre at the end of 2010 bears witness to this desire to develop scientific expertise and to support research in a number of disciplines, and to make SCOR’s risk knowledge and publications available to as wide a public as possible. This centre, which is dedicated to disciplines concerned by risk (mathematics, actuarial, physics, chemistry, geophysics, climatology, sociology, law, economics, finance, etc.) centralises on the one hand the publications issued or supported by SCOR through the aforementioned sponsorships and partnerships, and on the other all the resources that SCOR wishes to reference in these fields. The centre uses contributions that may originate from any field, without restriction.
The creation of the SCOR Corporate Foundation for Science marks a new phase in SCOR’s commitment to scientific disciplines, and beyond this to its contribution to society as a whole. Registered in the Official Journal of Associations and Foundations in July 2012, the Foundation is supported by a Board of Directors chaired by André Levy-Lang. The
By way of illustration, the SCOR Global Life America teams in North Carolina (Charlotte, United States), with the support of the executive management, run a number of charity operations, including the “Give4Others” programme, which enables staff to devote four hours per month to voluntary work for the non-profit associations of their choice.
With regard to its worldwide activities, SCOR endeavours to adopt best practices in each of its locations.
SCOR is committed to carrying on its business in a manner reflecting a high degree of integrity, professionalism and responsibility. SCOR is a member of the United Nations Global Compact and in line with this UN corporate initiative,
SCOR has in place a group anti-bribery policy which stipulates explicitly a zero tolerance policy with respect to giving and receiving of bribery, including making of illegal facilitation payments and gives guidance on prohibitions, key principles and requirements regarding (i) gifts, entertainment and hospitality, (ii) dealing with business partners, (iii)
interacting with public officials, (iv) charitable and political contributions and sponsorships, (v) payments and financial controls. The policy in questions also highlights do's and don'ts and red flags requiring that the General Counsel or
To embed awareness on requirements of applicable laws (including anti-bribery laws) and of group compliance policies into the organization, further training sessions were held during 2012 in all hubs and other major Group locations.
Not applicable given the activity of the Group’s “business to business” services.
Aside from personal data relating to its employees, SCOR’s activities may lead to the processing of other personal data, which notably implies compliance with European Directive 2005/68/EC and with the French legislation on Data
independently monitors compliance with the law and is responsible:  for updating a list of processed data and the accessibility of this list
 for mediation and coordination in terms of informing people of their rights regarding access, rectification and opposition.
6 ADDITIONAL INFORMATION RELATING TO THE MANAGEMENT REPORT OF THE COMPANY AND THE GROUP – TABLE OF COMPLIANCE
- Operations performed by the Company on its own shares Section 21.1.3 - Issuance of bonds and similar securities Appendix A and Section - Share capital ownership and structure Section 18.1 - Elements which could have an impact in case of a tender offer -(2)
 Compensation and benefits granted to SCOR SE’s officers and executives in 2012 Section 15
 Subsidiaries’ business overview in 2012 Sections 6, 7, 9 and Appendix A
7 STATUTORY AUDITORS’REPORT ON THE REVIEW OF SCOR SE SELECTED ENVIRONMENTAL AND SOCIAL INDICATORS
Attestation as to presence and statutory auditor’s report providing limited assurance as to social, environmental and societal information reported by SCOR SE
Our independence is defined by regulatory texts, our professional code of conduct and the provisions of article L.822-11 of the French code of commercial law. We have also implemented a system of quality control including documented policies and procedures designed to ensure compliance with those deontological rules and with the applicable professional standards and legal and regulatory texts.
It is our responsibility, based on our work:  To attest that the requisite Information has been presented in the management report or, if omitted, that an explanation has been provided for its omission in accordance with the third paragraph of article R.225-105 of the French code of commercial law and decree n°2012-557 dated 24 April 2012 (attestation as to presence);  To express a conclusion providing limited assurance as to whether the Information has, in all material respects, been fairly presented in accordance with the applicable Reporting Criteria.
L.233-3 of the French code of commercial law), subject to the limits set out in the methodological summaries
We performed our work in accordance with ISAE (International Standard on Assurance Engagements) 3000 and professional standards applicable in France.
 We selected the consolidated information to be tested(1) and determined the nature and extent of the applicable tests with due regard for the importance of that information in terms of the social and environmental consequences of the Group’s activity and other characteristics as well as to its societal commitments.
 With regard to the quantitative consolidated data we considered as the most important: - At the level of the consolidating entity and controlled entities, we performed analytical procedures and verified, on a sample basis, the applicable calculations and the consolidation of the information; - At the level of the sites we selected(2) on the basis of their activity, their contribution to the consolidated indicators, their location and an analysis of the applicable risks, we: - Conducted interviews to verify the correct application of procedures and obtain the information enabling us to undertake our verification; - Performed detailed testing, on a sample basis, involving verification of the applicable calculations and vouching of data to supporting documentation.
Based on our work, we did not observe any material misstatement liable to impair the Information’s fair presentation in all material respects in accordance with the provisions of the Reporting Criteria
Information about share buybacks (Article L.225-211, paragraph 2, of the French Commercial Code) 293