This registration document was filed on 5 March 2014 with the French Autorité des marchés financiers (AMF) in accordance with Article 212-13 of its general regulation. It can be used as a support document for a financial transaction only if presented together with a securities information note (note d’opération) approved by the AMF. This registration document was prepared by the issuer and is the responsibility of the person whose signature appears therein.
Parts of this or these documents which are not expressly included here in are of no concern to the investor.
1.1 Name and title of person responsible 10 1.2 Declaration by person responsible 10 2 Statutory Auditors 13 2.1 Auditors 13 2.1.1 Principal Auditors 13 2.1.2 Alternate Auditors 13 2.2 Resignation or non-renewal of Auditors 13 3 Selected financial information 16 3.1 Group key figures 16 4 Risk factors 19 4.1 Risk related to the business environment 21 4.1.1 SCOR is exposed to diverse risk factors in the Non-Life and Life reinsurance businesses 21 4.1.2 SCOR is exposed to losses from catastrophic events 25 4.1.3 SCOR could be subject to losses as a result of its exposure to terrorism 25 4.1.4 SCOR could be subject to increased reserves from Business that it does not actively underwrite 25 4.1.5 If SCOR’s reserves prove to be inadequate, its net income, cash flow and financial position may be adversely affected 27 4.1.6 SCOR may be adversely affected if its cedants, retrocessionaires, insurers or members of pools in which it participates do not respect their obligations 27 4.1.7 SCOR operates in a highly competitive sector and would be adversely affected by losing competitive advantage or if adverse events affect the reinsurance industry 27 4.1.8 Consolidation in the insurance industry could adversely impact SCOR 28 4.1.9 Financial ratings play an important role in SCOR’s business 28 4.1.10 A significant portion of SCOR’s contracts contain provisions relating to financial strength which could have an adverse effect on its portfolio of contracts and its financial position 28 4.1.11 Operational risks, including human errors or computer system failure, are inherent in SCOR’s business 29 4.1.12 SCOR’s risk management policies and procedures may leave it exposed to unidentified or unanticipated risk, which could negatively affect its business 29 4.1.13 SCOR is exposed to risks related to its recent acquisitions 30 4.1.14 SCOR is exposed to losses due to counterparty default risks or credit risks 31 4.1.15 SCOR is exposed to the risk of no longer being able to retrocede liabilities on economically viable terms and conditions 33 4.1.16 SCOR is exposed to an increase in the rate of general inflation and to increased inflationary expectations 33 4.2 Risk related to Financial Markets 33 4.2.1 SCOR faces risks related to its fixed income investment portfolio 33 4.2.2 SCOR faces risks related to its equity-based portfolio 34 4.2.3 SCOR is exposed to other risks arising from the investments it owns 34 4.2.4 SCOR is exposed to foreign currency exchange rate fluctuations 35 4.2.5 The valuation of SCOR’s intangible assets and deferred tax assets may significantly affect its shareholders’ equity and the price of its securities 36 4.3 Liquidity risk 36 4.3.1 SCOR faces liquidity requirements in the short to medium term in order to cover, for example, claims payments, operational expenses and debt redemptions. In the case of catastrophe claims, in particular, it may need to settle in a reduced timeframe amounts which exceed the amount of available liquidity 36 4.3.2 Adverse capital and credit market conditions may significantly affect SCOR’s ability to access capital and/or liquidity or increase the cost of capital 37 4.4 Legal risk 37 4.4.1 SCOR is exposed to risks related to legislative and regulatory changes and political, legislative, regulatory or professional initiatives concerning the insurance and reinsurance sector, which could have adverse consequences for its business and its sector 37 4.4.2 Inconsistent application of EU directives by regulators in different EU member states may place SCOR’s business at a competitive disadvantage to other European financial services groups 38 4.4.3 Changes in current accounting practices and future pronouncements may materially impact SCOR’s reported financial results 38 4.4.4 In 2010, the US congress enacted the Dodd Frank Wall Street reform and consumer protection act (“Dodd Frank Act”), which could have an adverse impact on SCOR’s business 38 4.4.5 Capital and liquidity may not be completely fungible between different regulated legal entities, which may have negative consequences for the legal entities 39 4.4.6 SCOR is exposed to risks linked with Solvency II implementation 39 4.4.7 SCOR is exposed to certain litigation matters 39 4.4.8 SCOR’s tax positions are subject to audit and approval by tax authorities 39 4.5 Other risks 40 4.5.1 SCOR’s ordinary shares price could be volatile and could drop unexpectedly and investors may not be able to sell their ordinary shares at or above the price they paid 40 4.6 Insurance of specific operational risks (excluding reinsurance activity) 40
4.7 Risk and litigation: Reserving methods 41 5 Information about the issuer 44 5.1 History and development of the issuer 44 5.1.1 Legal name and commercial name of the issuer 44 5.1.2 Place and registration number of the issuer 44 5.1.3 Date of incorporation and length of life of the issuer 44 5.1.4 Domicile and legal form of the issuer, legislation governing its activities, country of incorporation, address and telephone number of its registered office 44 5.1.5 Important events in the development of the issuer’s business 46 5.2 Investments 49 5.2.1 Principal investments made over the past three financial years 49 5.2.2 Principal investments in progress 49 5.2.3 Principal future investments 50 6 Business overview 53 6.1 Primary activities 54 6.1.1 The reinsurance business 54 6.1.2 Breakdown of the Group’s business 56 6.1.3 Underwriting, distribution, catastrophe risk, claims and reserves 60 6.1.4 Capital shield policy 65 6.1.5 Investments 67 6.2 Principal markets 70 6.2.1 Breakdown of gross premiums by division 70 6.2.2 Distribution by geographic area 70 6.3 Extraordinary events influencing the principal business and markets 71 6.4 Dependency of the issuer with respect to patents or licenses, industrial, commercial or financial contracts and new manufacturing processes 71 6.5 Information on SCOR’s competitive position 72 6.5.1 Non-Life reinsurance 72 6.5.2 Life reinsurance 73 7 Organizational structure 77 7.1 Brief description of the Group and of the position of the issuer 78 7.1.1 Group operating companies 78 7.2 List of issuer’s significant subsidiaries 81 8 Property, plant and equipment 84 8.1 Major existing or planned property, plant and equipment 84 8.2 Environmental issues that may affect the utilization of property, plant and equipment 84 9 Operating and financial review 87 9.1 Financial position 87 9.2 Operating results 88 9.2.1 Consolidated operating results 88 9.2.2 SCOR Global P&C 90 9.2.3 SCOR Global Life 93 9.2.4 Capital shield policy 94 9.2.5
Strategy or factors of governmental, economic, fiscal, monetary or political character which have had or could have a material impact on the operations of the SCOR Group 94 9.2.6 Calculation of financial ratios 95 10 Capital resources 103 10.1 Capital 103 10.2 Cash flow 103 10.3 Borrowing conditions and financing structure 103 10.4 Restrictions on the use of capital 104 10.5 Sources of financing relating to the future investments by the company and to its property, plant and 11 Research and development, patents and licenses 107 11.1 Research and development activities 107 11.2 Information technologies 108 12 Trend information 110 12.1 Most significant trends in production, sales, inventory, costs, and selling prices since the end of the last financial year 112 12.1.1 Non-Life Reinsurance 112 12.1.2 Life Reinsurance 112 12.2 Known trends, uncertainties, demands, commitments and events reasonably likely to have a material effect on the issuer’s prospects 114
Document. The audit report on the 2013 Corporate Financial Statements include a comment.
Renewal of the appointments of the alternate auditors pursuant to Section 2.1 above shall not be put to a vote at the
Annual General Shareholders’ Meeting called to approve the financial statements for the financial year ending 31
Tour Exaltis - 61 rue Henri Regnault - 92075 Paris La Défense – CRCC of Versailles as an alternate auditor for the office of Mazars, for the remainder of the appointment of the latter.
Asia and New York / Charlotte / Kansas City for the Americas Hub.
as, according to Standard & Poor's statement, "capital and earnings expected to rise due to very strong ERM"(1). In 2012, rating agencies upgraded SCOR’s financial strength rating to “A+” or equivalent, and A.M. Best upgraded the Issuer
Credit Ratings (ICR) of SCOR SE and its main subsidiaries from “A” to “A+”.
Operating income (before impact of acquisitions) (3) 581 645 322 (2)
Book value per share (in EUR) (4) 26.64 26.16 (2) 23.82
(4) Refer to Section 9.2.6 – Calculation of financial ratios, for detailed calculation
(5) Earnings per share are calculated as net income divided by basic number of shares. The basic number of shares includes the average number of closing shares, shares issued during the period and time-weighted treasury shares
(8) Capitalization and indebtedness is defined as the sum of IFRS shareholders’ equity and subordinated debt
(1 ) Source: S&P Insurance Markets, Research Update, 21 November 2013
4.1 Risk related to the business environment 21 4.2 Risk related to Financial Markets 33 4.6 Insurance of specific operational risks (excluding reinsurance activity) 40 4.7 Risk and litigation: Reserving methods 41
Document, and specifically with:  Appendix B – Report from the Chairman of the Board of Directors - Part II, which describes the internal control and risk management procedures set up by the Group to address the risks to which the Group is exposed;  The consolidated financial statements of the Group that appear in Section 20.1 – Historical financial information: consolidated financial statements and in particular in Section 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and financial risk;  Section 6 – Business Overview.
These events and the continuing market upheavals may have an adverse effect on SCOR, in part because it has a large investment portfolio and also because it is dependent upon customer behavior. The Group’s premiums are likely to decline in such circumstances and its profit margins could erode. In addition, in the event of extreme prolonged market events, such as the global credit crisis, SCOR could incur significant losses in its investment portfolio. Refer to Section 20.1.6 – Notes to the financial statements, Note 6 – Insurance Business Investments”, which includes analyses of unrealized and realized investment losses. See also “Section 4.2.2 – SCOR faces risks related to its equity-based portfolio.” Even in the absence of a market downturn, SCOR is exposed to a substantial risk of loss due to market volatility. See Section 4.2.3 – SCOR is exposed to other risks arising from the investments it owns.
Factors such as consumer spending, business investment, government spending, the volatility and strength of both debt and equity markets, and inflation, all affect the business and economic environment and ultimately, the amount and
This legislation and other proposals or actions may then have other consequences, including material effects on interest rates and foreign exchange rates, and in particular the future viability of the European currency or the European
Monetary Union, which could materially affect SCOR’s investments, results of operations and liquidity in ways that it cannot predict. The failure to effectively implement this legislation and related proposals or actions could also result in a material adverse effect, notably increased constraints on the liquidity available in the banking system and financial markets and increased pressure on stock prices, any of which could materially and adversely affect the Group’s results of operations, financial condition and liquidity. In the event of future material deterioration in business conditions, it may need to raise additional capital or consider other transactions to manage its capital position or liquidity.
In addition, SCOR is subject to extensive laws and regulations that are administered and enforced by a number of different governmental authorities and non-governmental self-regulatory agencies, including the French Prudential
Supervision and Resolution Authority (Autorité de Contrôle Prudentiel et de Résolution, or “ACPR”) which regulates among other categories of entities the insurance and reinsurance companies, and other regulators. Since the beginning of the 2007 financial crisis, some of these authorities are considering or may in the future consider enhanced or new regulatory requirements intended to prevent future crises or otherwise assure the stability of institutions under their supervision and submit them to reinforced measures of control and higher capital requirements.
For further details on the terminology used to describe the Group activity, refer to “Section 6 – Business Overview.”
SCOR’s property business underwritten by its property and casualty division, which it refers to in this Registration document as “SCOR Global P&C,” “Non-Life” or its “Non-Life division,” is exposed to multiple insured losses arising from a single or multiple events, which can be catastrophic, being either caused by nature (e.g. hurricane, typhoon, windstorm, flood, hail, severe winter storm, earthquake, etc.) or by the intervention of a man-made cause (e.g. explosion, fire at a major industrial facility, act of terrorism, etc.). Any such catastrophic event can generate insured losses in one or several of SCOR’s lines of business.
For SCOR’s casualty business, the frequency and severity of claims and the related indemnification payment amounts can be affected by several factors. The most significant factors are the changing legal and regulatory environment, including changes in civil liability law and jurisprudence. Additionally, due to the length of amicable, arbitral and court claims settlement procedures, the casualty business is exposed to inflation risks regarding the assessment of claim amounts. 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, nanotechnology or cyber-risks.
SCOR produces its Non-Life business both through brokers and through direct relationships with insurance company clients. For the year ended 31 December 2013, approximately 63% of Non-Life gross premiums were produced through brokers. In 2013, SCOR had two brokers that accounted for approximately 34% of its Non-Life gross premiums. Refer to
See “Section 20.1.6 – Note 26, Insurance and financial risk – Non-Life reinsurance risks” for further information on risk mitigation actions.
The main categories of risks for the life reinsurance underwritten by SCOR’s Life division, which is referred to in this
(see “Section 4.2 – Risk related to Financial Markets” and “Section 4.2.3 – SCOR is exposed to other risks arising from the instruments it owns”).
The assessment of biometric risks is at the center of underwriting in life reinsurance. These are risks which result from adverse developments in mortality, morbidity, longevity or from epidemic/pandemic claims. These risks are evaluated by the actuaries, research centers and medical underwriters of SCOR Global Life, who analyze and use information from
Mortality risk is the risk of negative deviation from expected results due to higher than anticipated death rates resulting primarily from either the inherent volatility, an initial mispricing, an adverse long-term trend, antiselective lapsation or a mortality shock event in the reinsured portfolio.
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 expected incidence and inflation of medical costs.
Longevity risk refers to the risk of a negative deviation from expected results due to the insured or annuitant living longer than assumed in the pricing of the insurance cover. This risk exists within longevity swap, annuity and long-term care covers and within other longevity protection products.
The potential loss relating to a severe pandemic is estimated using models. These models allow for the expectation that
In general, for most individual life covers, the policyholder (which may be the owner of a trust) and the insured person are identical or at least are part of the same household or business. The pricing of these policies is based on this assumption. However, there is a trend, especially in the US, where policyholders who can no longer afford or for other reasons do not want to continue to pay the premiums, sell their polices (for more than the cash surrender value) and the eventual death benefit to third parties who continue to pay the premium. Similarly, during the period primarily from 2003 to 2008, policies were purchased with the intention to sell them to a third party who has no insurable interest in the life of the insured. Under these “Stranger Owned Life Insurance (STOLI)” or “Investor Owned Life Insurance (IOLI)” policies, the investor has an interest that the insured dies as soon as possible. This practice can lead to deviations between actual and expected lapse rates and mortality experience which can be a risk to the insurer and reinsurer of the cover.
Most states as well as virtually all life insurance financial underwriting practices currently prohibit STOLI/IOLI
transactions at the time of sale because of the lack of insurable interest. This presents an opportunity for the reinsurer to partner with the insurer (ceding company) through a thorough review and/or investigation to ensure that proper underwriting and claim payment processes are followed.
For further details, refer to “Section 4.1.2 – SCOR is exposed to losses from catastrophic events.” See also “Section 6.1.3.4 – Catastrophe (cat) Risk and Exposure Controls.”
Regulatory reserve and related collateral requirements in various jurisdictions in which SCOR operates may be significantly higher than the reserves required under IFRS. A regulation in the US (NAIC Model Regulation XXX or
SCOR might over time retrocede certain XXX-related cash flows and reserves to such affiliated or unaffiliated reinsurers that are authorized in the ceding company‘s domicile or provide collateral of an amount equal to the reinsured reserves.
Such collateral must be provided in the form of funds withheld, approved commercial bank letters of credit meeting the requirements of the ceding company’s domiciliary state, the placement of assets in qualifying trusts for the ceding company’s benefit, or by other means pre-approved by the ceding company’s regulator.
Based on the assumed rate of growth in SCOR’s current US life business plan, and the increasing level of XXX reserves associated with this business, it expects the amount of required XXX reserves, retrocession and required collateral to grow significantly. With regard to retrocession to affiliates, SCOR would be required to secure such collateral.
SCOR studies and closely monitors this risk, but cannot assure investors that it will be able to implement actions to mitigate the effect of increasing regulatory reserve and related collateral requirements.
Political risks, which are characterized by social and political instability in certain countries, are particularly s ignificant in emerging markets. These risks could lead to significantly reduced business growth in the Group’s markets.
In the context of its business, SCOR may be exposed to claims arising from the consequences of terrorist acts. These risks, the potential significance of which can be illustrated by 11 September 2001 attack on the World Trade Center
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.
A. SCOR is exposed to environment pollution and asbestos related risks
Taking account of the above, it is difficult to estimate the reserves required for losses arising from asbestos and environmental pollution and to guarantee that the estimated amount will be sufficient.
Notes to the consolidated financial statements, Note 16 – Net Contract Liabilities.” Data related to the reserves arising from the risks related to asbestos and environmental pollution are also in “Section 4.1.5 – If SCOR’s reserves prove to be inadequate, its net income, cash flow and financial position may be adversely affected.”
In connection with its October 2007 acquisition of Converium Holdings AG (“Converium”), SCOR Global Life assumed certain retrocession liabilities with regard to Guaranteed Minimum Death Benefit (“GMDB”) rider options attached to variable annuity policies written in the US. 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 US 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.
Business of this type which contains a specific economic risk in case of financial crisis is not within the usual scope of the SCOR Global Life underwriting policy, no GMDB new business is being underwritten. These treaties are all in run-off and, as at 31 December 2013, cover in total approximately 0.5 million policies written by two cedants. These treaties were issued mainly in the late 1990’s and incorporate various benefit types. In terms of reserves the GMDB business represents less than 0.5% of SCOR Global Life's overall reserves.
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 “Section 20.1.6 – Notes to the consolidated financial statements, Note 16 – Net Contract Liabilities.”
There can be no assurance that SCOR’s GMDB portfolios will not deteriorate in the future, which could have an adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
SCOR’s US Non-Life subsidiaries will not face financial difficulties in the future. Today, discontinued business portfolios do not represent a material liability that is any greater than those associated with other entities of the Group.
The Group SCOR is required to maintain reserves to cover its estimated ultimate liability for losses and loss adjustment expenses with respect to reported and unreported claims, incurred as at the end of each accounting period, net of estimated related recoveries. Its reserves are established both on the basis of information it receives from its cedant insurance companies, particularly their own reserving levels, as well as on the basis of its knowledge of the risks, the studies it conducts and the trends it observes on a regular basis. As part of the reserving process SCOR reviews, with the concerned insurers and co-insurers, available historical data and it tries to anticipate the impact of various factors such as change in laws and regulations and judicial decisions that may tend to affect potential losses from claims, changes in social and political attitudes that may increase exposure to losses and trends in mortality and morbidity, or evolution in general economic conditions.
SCOR is subject to a risk of possible non-payment of premiums due by its cedants and/or to the possible non-respect by one or several of its commercial partners, of their commitments to the Group.
4.1.7 SCOR OPERATES IN A HIGHLY COMPETITIVE SECTOR AND WOULD BE ADVERSELY AFFECTED BY LOSING COMPETITIVE ADVANTAGE OR IF ADVERSE EVENTS AFFECT THE REINSURANCE INDUSTRY
Non-Life in the US and UK markets. Some of reinsurance treaties, including the assumed retrocession treaties that were entered into with AEGON companies in the course of the acquisition of the mortality reinsurance business of
Transamerica Re (see “Section 5.1.5 – Important events in the development of the issuer’s business” for details on this acquisition), contain termination clauses triggered by ratings. Refer to “Section 4.1.10 – A significant portion of SCOR’s contracts contain provisions relating to financial strength which could have an adverse effect on its portfolio of contracts and its financial position”.
Regarding the subordinated notes issued by SCOR, an equity credit has been assigned to certain notes in line with S&P
Some of SCOR’s cedants’ credit models or reinsurance guidelines depend on their reinsurers’ financial rating. If SCOR’s rating deteriorates, cedants could be forced to increase their capital charge in respect of their counterparty risk on SCOR.
Operational risks are inherent in all businesses including SCOR’s. Their causes are multiple and include, but are not limited to, poor management, employee fraud or errors, failure to document a transaction as required, failure to obtain required internal authorizations, non-compliance with regulatory or contractual obligations, cyber attacks or malfunctioning information technology (“IT”) system or flaws, poor commercial performance or external events.
The failure to attract or retain the necessary personnel could have a material adverse effect on SCOR’s results and/or financial condition. As a global financial services organization with a multi-centric management structure, the Group relies, to a considerable extent, on the quality of local management in the regions and countries in which it operates. The success of its operations is dependent, among other things, on its ability to attract and retain highly qualified professional people on a global scale. Competition for such key people in most countries in which it operates is intense. SCOR’s ability to attract and retain key people, and in particular directors, experienced managers and investment managers, fund managers, underwriters and actuaries, is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent. If SCOR is unable to attract or retain key personnel, this could have a material and adverse effect on its financial condition, results of operations and business.
A major defect or failure in SCOR’s internal controls or IT and application systems could result in a loss of efficiency of its teams, harm to its reputation, increase in the risk of external fraud, or increased expense or financial loss.
Some of SCOR’s processes are partly or completely outsourced. Outsourcing can increase operational risk which could cause a significant impact on its results and/or reputation.
4.1.13 SCOR IS EXPOSED TO RISKS RELATED TO ITS RECENT ACQUISITIONS
In recent years, SCOR has completed a number of acquisitions around the world. The Group may make further acquisitions in the future. Growth by acquisition involves risks that could adversely affect its operating results, including the substantial amount of management time that may be diverted from operations to pursue and complete acquisitions.
A failure to successfully manage the operational challenges and risks associated with or resulting from acquisitions could adversely affect its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities.
The businesses SCOR has recently acquired are described in “Section 5 – 5.1.5 Important events in the development of the issuer’s business.”
Group. Subsequently, integrations may take longer or may be more difficult than expected. The success of integrations will depend, notably, on the ability to maintain the former client base, to coordinate development efforts effectively, at the operational and commercial levels among others, to streamline and/or integrate the information systems and internal procedures, and on the ability to retain key employees. Difficulties encountered in integrations could entail higher integration costs and/or less significant savings or fewer synergies than expected.
(“VOBA”) (value of inforce) and have a significantly negative impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Due notably to the size and complexities of acquisitions and despite pre-acquisition due diligence work carried out
evaluated or unknown or unexpected financial risks emerge, which may have significant consequences on the initially estimated impact of the relevant acquisition on the combined Group.
SCOR could have to assume the burden of the litigation matters of acquired companies or relating to those acquisitions.
SCOR is mainly exposed to the following credit risks: A. Bond and loans portfolios
This risk applies also to loans transactions performed by the Group. Indeed, the borrowers’ solvency deterioration may lead to a diminution of the value of the loans, and possibly a partial or total loss of the coupons and the nominal invested by SCOR.
The risk of losing all or part of the value of bonds or loans the Group owns could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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 retrocessionaire whereas it would retain liability to the cedant for the payment of all claims covered under the reinsurance contract.
Notes to the consolidated financial statements, Note 16 – Net Contract Liabilities.”
Thus, the inability of its cedants to fulfill their financial obligations could affect SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities.
Multiple defaults of companies (or in the event of the default of a major company) on which the ceding companies are exposed could have a material adverse impact on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
The Group, therefore, has exposure to a credit risk linked to the financial situation and the reputation of its cedants, which, if this were to occur, could have an adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
The aforementioned risks could accumulate in either a single counterparty, in the same sector of activity or the same country.
See “Section 20.1.6 – Notes to the consolidated financial statements, Note 26, Insurance and financial risk – Credit risk”
In conclusion, inflation would have a significant negative impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Some securities’s valuations, like corporate bonds or structured products, rely on assumptions and estimations which can fluctuate from one period to another due to market conditions.
The impact of a uniform drop of 10% in equity markets is included in “Section 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risk.”
SCOR is, therefore, exposed to a risk of capital losses on its equity exposures - if it were to occur - which could adversely impact its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities.
Some financial instruments do not have a sufficient and recurrent number of transactions to allow valuation with reference to a market price and therefore need to be valued using an appropriate model. There is a risk that the price provided by the model is noticeably different from the price which would be observed in the event of rapid disposal of the financial instrument, which could have an adverse effect on SCOR’s financial position. This risk is higher for non-listed assets, structured products (e.g. asset backed securities, collateralized debt obligations, collateralized loan obligations, collateralized mortgage obligations, commercial mortgage backed securities, residential mortgage backed securities, structured notes, etc.) on the loans and on the alternative investment portfolio (e.g. hedge funds, infrastructure, commodities, private equity, etc.).
For further details on valuation, refer to “Section 20.1.6 – Notes to the consolidated financial statements, Note 6 –
Insurance Business Investments.” See also “Section 4.2.5 – The valuation of SCOR’s intangible assets and deferred tax assets may significantly affect its shareholders’ equity and the price of its securities.”
The financial markets context remains uncertain and exposes SCOR to significant financial risks linked to changes in macroeconomic variables, inflation, interest rates and sovereign debts, credit spreads, equity markets, commodities, exchange rates and real estate securities but also to changes in the models used by the rating agencies. Due to the current economic and financial environment, the Group may also be faced with the deterioration of the financial strength or rating of some issuers.
The value of property assets, owned directly or through funds, is exposed to changes both in rental revenues and in the investment market itself (changes in interest rates, liquidity) but potentially also to the risk of regulatory obsolescence of properties (regulatory developments related to the accessibility of buildings for handicapped people, on the reduction of energy consumption and the production of carbon dioxide, etc.) which would lead to losses of value in the event of a sale of the assets or to additional expenditure to restore the value of the property.
SCOR holds shares of private equity or hedge funds or funds of funds in its alternative assets portfolio. Some of these funds have the possibility to temporarily restrict the liquidity of these shares pursuant to restrictions that are commonly referred to as “side pockets” or “gates.” The Group does not hold a material portfolio of such assets.
SCOR invests in corporate loans, real estate loans and infrastructure loans. These are medium to long term investments.
The occurrence of one or more of the above risks could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities. See “Section 20.1.6 – Notes to the consolidated financial statements, Note 26, Insurance and financial risk – Market risk” for further information on risk mitigation actions.
SCOR has issued debt instruments in currencies other than the Euro, currently US 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.
Forward sales and purchases of currencies are included in “Section 20.1.6 – Notes to the consolidated financial statements, Note 8 – Derivative Instruments.”
For the consolidated net position of assets and liabilities by currency, and for an analysis of sensitivity to exchange rates, refer to “Section 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risk.”
DAC or VOBA are no longer appropriate, it would then be necessary to accelerate amortization.
Notes to the consolidated financial statements, Note 1 – Accounting Principles and Methods; Note 3 – Acquisitions and
Considering the above, SCOR is exposed to the risks related to the assessment of impairment of intangible assets and derecognition of deferred tax assets, given that such assessments are notably based on assumptions and subjective opinions. Those assessments, if they were to be revised, could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Forthcoming settlement dates are estimated based on reasonable hypotheses and are composed of the following: incurred and future claims, re-insurance commissions, profit sharing granted to cedants, payments to suppliers, operating expenses, and other settlements, for which related amounts are not material for the analysis of the liquidity risk.
4.3.1 SCOR FACES LIQUIDITY REQUIREMENTS IN THE SHORT TO MEDIUM TERM IN ORDER TO COVER, FOR EXAMPLE, CLAIMS PAYMENTS, OPERATIONAL EXPENSES AND DEBT REDEMPTIONS. IN THE CASE OF CATASTROPHE CLAIMS, IN PARTICULAR, IT MAY NEED TO SETTLE IN A REDUCED TIMEFRAME AMOUNTS WHICH EXCEED THE AMOUNT OF AVAILABLE LIQUIDITY
SCOR needs liquidity to pay claims, its operating expenses, interest on its debt and declared 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 reinsurance premiums, cash flow from its investment portfolio and other assets, consisting mainly of cash or assets that are readily convertible into cash.
In the event current internal and/or external resources do not satisfy its liquidity needs, SCOR may have to seek additional financing. The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the volume of trading activities, the overall availability of credit to the financial services industry, its credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of its long- or short-term financial prospects if the Group incurs large investment losses or if the level of its business activity decrease due to a market downturn. Similarly, access to funds may be impaired if regulatory authorities or rating agencies take negative actions against SCOR. Internal sources of liquidity may prove to be insufficient, and in such case, SCOR may not be able to successfully obtain additional financing on favorable terms, or at all.
Disruptions, uncertainty or volatility in the capital and credit markets may also limit the Group’s access to capital required to operate its business, most significantly its insurance operations. Such market conditions may limit its ability to :  replace, in a timely manner, maturing liabilities;  satisfy statutory capital requirements;  generate fee income and market-related revenue to meet liquidity needs;  access the capital needed to grow its business.
As such, SCOR may be forced to delay raising capital, issue shorter term securities than it prefers, or bear an unattractive cost of capital which could decrease its profitability and significantly reduce its financial flexibility. The disruption of financial markets could affect SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities.
As at this date, SCOR is subject to comprehensive and detailed regulations and to the supervision of the insurance and reinsurance regulatory authorities in all countries in which it operates. Changes in existing laws and regulations may affect the way in which it conduct its business and the products it may offer or the amount of reserves to be posted, including on claims already declared. Insurance and reinsurance supervisory authorities have broad administrative power over many aspects of the reinsurance industry and SCOR cannot predict the timing or form of any future regulatory initiatives.
November 2005, by ordinance n. 2008-556 of 13 June 2008 and application decrees n. 2008-711 of 17 July 2008 and n.
Union, and gives national legislators the option to set more stringent requirements. The national provisions adopted for the implementation of this Directive and their interpretations, as well as other legislative or regulatory changes, increase the harmonization of regulations governing reinsurers with the regulations governing insurers. These new regulations may increase solvency margin obligations, thereby restricting SCOR’s underwriting capacity.
The reinsurance sector has been exposed in the past – and may be in the future – to involvement in legal proceedings, regulatory inquiries and actions by various administrative and regulatory authorities, as well as to regulation concerning certain practices used in the insurance sector. This involvement notably concerned agreements over the payment of
“contingency commissions” by insurance companies to their agents or brokers and the consequences of such payments on competition between insurance operators, as well as the accounting of various alternative risk transfer products.
Insurance regulation in France is largely based on the requirements of EU Directives. Inconsistent application of directives by regulators in different EU member states may place SCOR’s business at a competitive disadvantage to other European financial services groups. In addition, changes in the local regulatory regimes of designated territories could affect the calculation of its solvency position and have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
(“FSOC”), which is authorized to recommend that certain systemically significant non-bank financial companies, including insurance companies, be regulated by the Board of Governors of the Federal Reserve. The Dodd-Frank Act also establishes a Federal Insurance Office (“FIO”) within the Department of Treasury. While not having a general supervisory or regulatory authority over the business of insurance the director of this office will perform various functions with respect to insurance, including serving as a non-voting member of the FSOC and making recommendations to the
US insurance market, which could result in additional legislative or regulatory action.
The requirements of the regulations ultimately adopted under the Dodd-Frank Act, the effect such regulations will have on the US insurance market and the additional costs of compliance with such regulations is not clear. However, SCOR’s business could be materially and possibly adversely affected by changes to the US system of insurance regulation or its designation or the designation of insurers or reinsurers with which it does business as systemically significant non-bank financial companies. This could have a material adverse impact on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
SCOR’s regulated legal entities must satisfy local regulatory capital requirements and must have sufficient liquidity to pay claims and expenses. In certain circumstances, and due to the standards from IAIS or FSB, which goal is to limit the
“systemic” risk, it may be difficult to transfer capital or liquidity from a legal entity to another one, and in particular from a subsidiary or a branch to another one, or to the parent legal entity. This could have negative consequences for the legal entity concerned and have a material adverse impact on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Economic Area will be required to have in order to cover the risks to which they are exposed and the principles that should guide insurers' and reinsurers' overall risk management and reporting.
Although it is difficult to quantify the impact and the scope of these requirements, it is very likely that risk management and control measures will be reinforced for reinsurers in the near future, which may in turn result in an increase in regulatory capital requirements (or a reduction in the underwriting capacity) and increase their operating costs. This could have a material adverse impact on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
SCOR may be involved in legal and arbitration proceedings. For more information on this issue, refer to “Section 20.1.6
– Notes to the consolidated financial statements, Note 27 - Litigation.”
4.4.8 SCOR’S TAX POSITIONS ARE SUBJECT TO AUDIT AND APPROVAL BY TAX AUTHORITIES
Failure to manage tax risks could lead to an additional tax charge. It could also lead to a financial penalty for failure to comply with required tax procedures or other aspects of tax law. If, as a result of a particular tax risk materializing, the tax costs associated with particular transactions are higher than anticipated, it could affect the profitability of those transactions.
the Group might depend on the mix of business in force at the time of such change and could have a material adverse effect on its business, results of operations and/or financial condition.
4.5 Other risks 4.5.1 SCOR’S ORDINARY SHARES PRICE COULD BE VOLATILE AND COULD DROP UNEXPECTEDLY AND INVESTORS MAY NOT BE ABLE TO SELL THEIR ORDINARY SHARES AT OR ABOVE THE PRICE THEY PAID
The price at which SCOR’s Ordinary Shares will trade may be influenced by a large number of factors, some of which will be specific to the Group and its operations and some of which will be related to the insurance and reinsurance industry and equity markets generally. As a result of these factors, investors may not be able to resell their Ordinary
Shares at or above the prices which they paid for them. In particular, the following factors, in addition to other risk factors described in this section, may have a significant impact on the market price of Ordinary Shares:  a downgrade or rumored downgrade of SCOR’s solvency, credit or financial strength ratings, including placement on credit watch;  potential litigation involving the Group or the insurance or reinsurance industry generally;  changes in financial estimates and recommendations by securities research analysts;  fluctuations in foreign exchange rates and interest rates;  the performance of other companies in the insurance or reinsurance sector;  regulatory and legal developments in the principal markets in which SCOR operates;  international political and economic conditions, including the effects of terrorism attacks, military operations and other developments stemming from such events and the uncertainty related to these developments;  investor perception of SCOR, including actual or anticipated variations in its revenues or operating results;  SCOR’s announcements of acquisitions, disposals or financings or speculation about such acquisitions, disposals or financings;  changes in dividend policy, which could result from changes in SCOR’s cash flow and capital position;  sales of blocks of SCOR’s shares by shareholders; and
(1) Generally speaking, the insurance covers mentioned in this section illustrate the Group policy of transferring some of its own risks. However, these insurance covers remain subject to the provisions of corresponding contracts, specifically those regarding possible sub-limits of cover, particular deductibles, geographic scope of cover and/or particular exclusions.
Impériale des Voitures de Paris. The company then took the form of a limited liability company and changed its name to
SCOR S.A. on 16 October 1989. Consecutively, in 1990, SCOR SA absorbed the Société Commerciale de réassurance created in 1970 and carried on the reinsurance business of the latter. On 13 May 1996, SCOR SA changed its name to
2157/2001, dated 8 October 2001 on the Statute for a European Company (the “SE Regulation”), and that of the
Depositary Shares which were listed on the New York Stock Exchange since 11 October 1996 were delisted on 14 June 2007 and the Company’s securities were deregistered with the Securities and Exchange Commission (SEC) on
The main provisions are:  French companies, whose exclusive business is reinsurance, can only practice after having obtained an administrative license, issued by the Autorité de Contrôle Prudentiel et de Résolution (ACPR - Prudential
In the UK, SCOR UK Company Limited is regulated by the Prudential Regulation Authority while subsidiaries in Ireland are regulated by the Central Bank of Ireland. In Sweden, the Group transformed its Swedish subsidiary into a branch which, as at 2013, is no longer regulated by the Swedish FSA.
In Switzerland (which is neither a member of the EU nor the EEA), the Group subsidiary that conducts reinsurance activities there is subject to the federal law dated 1 January 2006 as amended “Insurance Supervision Act” and the federal law dated 22 June 2007 on Financial Market Supervision (FINMA), as amended, governing the oversight of insurance companies, which also governs reinsurance companies and stipulates that an insurance company must have sufficient assets, free of any predictable commitment, for all its activities (solvency margin).
North Carolina and in Delaware. The Group’s other subsidiaries in the United States are currently domiciled in Arizona,
SCOR offers Life and property and casualty coverage within the Asia Pacific region through a network of subsidiaries, branches, and service companies. It operates in Singapore, Hong Kong and Australia through subsidiaries. The Group also operates in Australia, China, India, New Zealand, Malaysia, Taiwan, Japan and Korea through branches, representative office or service companies. In the region, each entity is subject to local supervision regardless of their legal form. The Asia/Pacific region is made up of a number of widely differing and independent markets. Each has its own regulatory structures and SCOR complies with the local regulation in each of the countries in which it operates.
Industry regulation across the region typically focuses on financial stability and the basis for calculating solvency, reserves and policyholder liabilities. In many of the markets across the region, regulators have the power to revoke operating licenses, regulate shareholder structures and the participation in and the payment of dividends. Markets within the region are developing quickly with an increasing focus on governance and conduct of business.
Réassurance, was progressively reduced in favor of insurance companies that were active on the French market. (For more details, refer to Section 5.1.3 – Date of incorporation and length of life of the issuer).
on 16 October 1989 and to SCOR on 13 May 1996. The withdrawal of Compagnie UAP, which held 41% of the share capital, was completed in October 1996 via an international public offering at the time of SCOR listing on the New York
In July 1996, SCOR acquired the reinsurance portfolio of the American insurer Allstate Insurance Company, which doubled its then existing US business.
Putéolienne de Participations, a French subsidiary wholly owned by SCOR, whose corporate name was changed to
Gerling Global Re Group, which developed successfully autonomously from 2002 onward. Revios had since developed into one of the leading European reinsurers specializing in Life reinsurance, with offices in 17 countries. SCOR
Switzerland”)). SCOR also listed its Ordinary Shares to trading in Swiss Francs on the SWX Swiss Exchange (which later became the SIX Swiss Exchange) in Zurich, thereby enabling Converium shareholders who tendered their
Converium shares to SCOR (in exchange for SCOR’s Ordinary Shares) in the context of the acquisition to keep their assets in the same currency and on the same stock exchange.
Officer, a Head of Information Systems, a Head of Finance, a Head of Human Resources and a Risk Manager.
The Hubs were progressively implemented:  on 5 May 2008 for the Cologne Hub;  on 20 May 2008 for the London Hub;  on 18 June 2008 for the Americas Hub;  on 27 June 2008 for the Singapore Hub;  on 27 January 2009 for the Zurich Hub;  on 24 February 2009 for the Paris Hub.
SCOR completed the formalities for SCOR Global Life US Re Insurance Company to operate as an admitted Life reinsurer in Brazil.
On 21 April 2008, SCOR incorporated its first South-African subsidiary, SCOR Africa Ltd, located in Pretoria, to develop its Life and Non-Life reinsurance business.
On 31 July 2008, SCOR SE entered into an agreement with the Malakoff Médéric Group, the leading group in the
French social protection market (providing supplementary retirement, health insurance and contingency plans), in order to acquire 100% of the share capital and voting rights of Prévoyance et Réassurance and its Life and health reinsurance subsidiary Prévoyance Ré. This acquisition was completed on 24 October 2008, and gave rise to the contribution by
Médéric Group was later appointed as a director on the Board of Directors of the Company. Through this acquisition,
SCOR increased its leading role in the French Life and Health reinsurance market and the social protection reinsurance market.
On 29 October 2008, SCOR announced its decision to create SCOR Global Investments SE, its asset management company (société de gestion de portefeuille) and third operational entity within the Group along with SCOR Global P&C
SE and SCOR Global Life SE. This new company, incorporated on 2 February 2009, carries the asset management of
On 27 November 2008, SCOR announced its decision to establish a fully-fledged composite subsidiary to continue to develop its Life and Non-Life activities in Russia. SCOR Perestrakhovaniye has been incorporated in December 2008 in
On 1 November 2010, Lloyd’s Market Franchise Board gave its “in principle” approval to the creation of Channel
Syndicate focuses on direct insurance business in markets, including property, marine, accident and health, financial institutions and professional civil liability.
On 21 December 2010, the Mexican Ministry of Finance granted SCOR Global Life SE a license to set up a representative office in Mexico, under the name of SCOR Global Life SE Oficina de Representación en Mexico. This office supports the activity of SCOR Global Life SE on the Mexican, Central American and Caribbean markets. Effective opening of these offices occurred in January 2011.
On 20 January 2011, SCOR successfully placed on the Swiss franc market perpetual subordinated notes with a first call date in August 2016, for an aggregate total amount of CHF 400 million.
On 18 May 2011, SCOR Global Life opened a subsidiary in Sydney (Australia) for the Australian and New Zealand markets, after the Australian Prudential Regulation Authority granted SCOR Global Life Australia Pty Limited the authorization to conduct reinsurance business in the Australian market.
On 8 July 2011, the newly incorporated subsidiary of SCOR SE, SCOR Alternative Investments SA, was registered by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg as a company in charge of the management of the portfolio of assets specialized in the asset class, known as “Insurance-Linked Securities” (ILS).
On 18 July 2011, SCOR closed the sale of its subsidiary Investors Insurance Corporation (IIC) to Athene Holding Ltd., as initially announced on 16 February 2011, for USD 57 million. With the sale of IIC, SCOR substantially exited the US
N.V. The transaction also includes the acquisition of an Irish legal entity, which underwrites Transamerica Re business.
Life and Transamerica Re business have been merged into a new entity SCOR Global Life in North America: SCOR
On 31 August 2011, SCOR launched Atropos SICAV-SIF (“Atropos”), ILS fund dedicated to insurance risks, which is managed by its subsidiary SCOR Alternative Investments SA, and domiciled in Luxembourg. This fund enables institutional investors to benefit from extreme natural catastrophe market risks, such as hurricanes, earthquakes and storms. This asset class, known as “Insurance-Linked Securities” (ILS), is not correlated to the financial markets, offers high historical yields and facilitates real investment portfolio diversification. With USD 100 million in seed capital
On 24 September 2012, SCOR successfully increased its recently placed perpetual subordinated notes by
monetization transaction with BBVA Seguros, a spanish leading insurance company, to reinsure a whole block of life risk insurance policies written by BBVA Seguros until 31 December 2012. SCOR Global Life Reinsurance Ireland PLC pays circa EUR 630 million of reinsurance commission to write this business and receives the current reserves of the acquired block at the inception of the treaty.
On 29 May 2013, SCOR acquired a 59.9 % stake in the capital of MRM S.A., a listed real estate company subject to the
French REIT régime (“Régime des sociétés d’investissements immobiliers cotées” or “SIIC”), as part of a cash capital increase, after the restructuring of MRM S.A. group’s banking and bond debts. This investment amounts to EUR 53.3 million.
On 10 September 2013, SCOR successfully placed on the Swiss franc market perpetual subordinated notes with a first call date on 30 November 2018, for an aggregate total amount of CHF 250 million. The first installment of the early repayment SCOR option is set to occur on 30 November 2018.
Refer to Section 4.2.1 – SCOR faces risks related to its fixed income investment portfolio - and 4.2.2 – SCOR faces risks related to its equity based portfolio, for a description of risk management connected with its investments in debt instruments and equity securities - and 4.2.3 - SCOR is exposed to other risks arising from the investments it owns.
Refer to section 5.1.5 - Important events in the development of the issuer's business.
On 30 June 2011, the Group acquired company 5 avenue Kléber SAS, whose primary asset is an office building in Paris.
In September 2013, SCOR launched a new three-year Strategic Plan, known as “Optimal Dynamics,” which followed on its previous strategic plan for 2010-2013, known as “Strong Momentum.”
Forward”, “Dynamic Lift” and “Strong Momentum”, “Optimal Dynamics” is the fifth strategic plan drawn up and implemented by the Group under the chairmanship of Denis Kessler. This latest plan was approved by the Board of
Directors during its meeting of 31 July 2013. With it, the three-year strategic plan “Strong Momentum”, launched in
In the face of a macroeconomic environment that remains highly uncertain, challenging regulatory developments and evolving trends in the reinsurance market, SCOR maintains a steady course with “Optimal Dynamics”. The plan balances profitability and solvency, together with a strong shareholder remuneration policy. In addition, “Optimal
Dynamics” takes into account the October 2013 acquisition of Generali U.S.
 The two specific targets of “Optimal Dynamics” are:  a ROE of 1000 basis points above the three-month risk-free rate over the cycle;  a solvency ratio in the 185-220% range (percentage of SCR, according to the Group Internal Model)(1).
The “Optimal Dynamics” plan defines a set of key assumptions for each of the Group’s three engines:  As part of its P&C business, SCOR is well positioned to further extend sustainable growth thanks to the upscaling of its core reinsurance business, the development of alternative business platforms and the use of its
Group’s P&C arm anticipates a further improvement of the combined ratio to 93-94% while projecting annual average premium growth of 8.5% over the 3 year plan.
 As part of its Life business, SCOR pursues growth whilst strengthening its market position and benefits from a dynamic franchise thanks to its status as leader on the US market, the development of its Protection business and the strengthening of its Longevity and financial solutions offerings. The Group’s Life reinsurance arm anticipates a technical margin of approximately 7%, which is aligned with its new business mix (the combination of Protection, Longevity and Financial Solutions), while anticipating annual premium growth of 6%.
“Optimal Dynamics” also further refines the Group’s risk and capital management. Retrocession strategy is optimized,
Assets and Liabilities Management (ALM) strategy enhanced and solvency governance strengthened. Moreover, the
Group’s structurally long liquidity position remains strong thanks to significant operating cashflow from its business engines.
Reserves” and “Section 20.1.6 - Notes to the consolidated financial statements, Note 8 - Derivative instruments”) and provide multiyear protection that is not dependent on short-term market fluctuations;  buffer capital, defined as the amount of capital above the threshold capital having an annual probability of total erosion of 1 in 33 (3%); - contingent capital facilities, which are designed as tools of last resort. See "Section 20.1.6 - Notes to the consolidated financial statements, Note 8 - Derivative instruments - Contingent capital facility.”
SCOR’s risk appetite framework is an integral part of the Group’s strategic planning. It is approved by the Company’s
SCOR’s risk appetite framework encompasses three concepts: Risk appetite, Risk preferences and Risk tolerances.
Risk preferences are qualitative descriptions of the risks which SCOR is willing to accept. The Group aims to cover a wide range of reinsurance risks and geographical areas. On the other hand, it has no desire to take operational, legal, regulatory, tax and reputation risks however this does not mean that the Group is immune to these risks. This choice of risk preferences determines the risks to be included in the Group’s underwriting guidelines.
Risk tolerances are the limits required by SCOR’s stakeholders (e.g., clients, shareholders, regulators etc.). The
Reinsurance provides four essential functions:  it offers the direct insurer greater security for its equity and solvency, as well as protection against the potentially high volatility of results when abnormally high frequency or severity of losses or events occur, by covering the direct insurer above certain contractually set amounts per event or in the aggregate;  it allows insurers to increase the maximum amount they can insure for a given loss or series of losses by enabling them to underwrite a greater number of risks, or larger risks, without excessively raising their need to cover their solvency margin and, therefore, to increase their shareholders’ equity;
 it makes substantial quantities of liquidity available to insurers in the event of major loss events, and;  it provides insurers with efficient substitute capital solutions.
With respect to proportional (or quota share) reinsurance, the reinsurer, in return for a predetermined portion or share of the insurance premium charged by the ceding company, indemnifies the ceding company against a predetermined portion of the losses of the ceding company under the covered insurance contract or contracts. In the case of reinsurance written on a non-proportional, through an excess of loss or a stop loss, basis, the reinsurer indemnifies the ceding company against all or a specified portion of the loss or losses sustained, on a claim by claim basis or for all amounts incurred over the contract period, in excess of a specified amount, known as the ceding company’s retention or reinsurer’s attachment point, and up to a negotiated reinsurance contract limit.
Excess of loss reinsurance is often written in layers. One or a group of reinsurers accepts the risk just above the ceding company’s retention up to a specified amount, at which point another reinsurer or a group of reinsurers accepts the excess liability up to a higher specified amount or such liability reverts to the ceding company. The reinsurer taking on
the risk just above the ceding company’s retention layer is said to write primary or working layer or low layer excess of loss reinsurance. A loss that reaches just beyond the ceding company’s retention will create a loss for the lower layer reinsurer, but not for the reinsurers on the higher layers. Loss activity in lower layer reinsurance tends to be more predictable than that in higher layers due to a greater historical frequency, and therefore, like quota share reinsurance, better enables underwriters and actuaries to accurately price the underlying risks.
Premiums payable by the ceding company to a reinsurer for excess of loss reinsurance are not directly proportional to the premiums that the ceding company receives because the reinsurer does not assume a directly proportionate risk. In contrast, premiums that the ceding company pays to the reinsurer for quota share reinsurance are proportional to the premiums that the ceding company receives, consistent with the proportional sharing of risk. In addition, in quota share reinsurance, the reinsurer generally pays the ceding company a ceding commission. The ceding commission is usually based on the ceding company’s cost of acquiring the business being reinsured, including commissions, premium taxes, assessments and miscellaneous administrative expense, and also may include a profit factor in turn for producing the business.
The Group is organized into two operating divisions and one corporate cost center Group Functions. The operating divisions are : the SCOR Global P&C division, with responsibility for the property and casualty insurance and reinsurance (also referred to in this Registration Document as “Non-Life” or the “Non-Life division”); and the SCOR
Global Life division, with responsibility for the life reinsurance (also referred to in this Registration Document as “Life” or the “Life division”). These two divisions represent SCOR's two “operating segments” for purposes of IFRS 8 and are presented as “operating segments” in its consolidated financial statements, included in Section 20.1.6. However, in accordance with longstanding management convention, the Group uses the term “divisions” in this Registration
Document, rather than “operating segments.” Each operating division underwrites different types of risks and offers different products and services, which are marketed via separate channels; responsibilities and reporting within the
Risk Transfer); Business Solutions (large corporate accounts underwritten essentially on a facultative reinsurance basis and occasionally as direct insurance for industrial groups and services companies); and Joint Ventures and Partnerships.
Life large industrial risks through the Business Solutions business area of SCOR Global P&C and through the Lloyd’s syndicate Channel 2015, for which SCOR is the sole capital provider. For a description of products and services, see
Section 6.1.2.1 – Non-Life reinsurance. Before the sale of Investors Insurance Corporation, SCOR Global Life also offered fixed annuity contracts in the US direct insurance markets.
Officer functions (Group Tax, Group Accounting, Group Consolidation and Reporting), Group Chief Operations
Officer expenses (Group Actuarial, Group Risk Management, Group Prudential Affairs, Internal Model, Embedded
The Group organizes its operations around six regional management platforms, or “hubs” located in Paris, Zurich,
Cologne and London for Europe, Singapore for Asia and New York / Charlotte / Kansas City for the Americas Hub. Each of the Hubs has local, regional and Group responsibilities, with heads of each Hub reporting to the Group Chief
SCOR Global P&C and SCOR Global Life, through their respective legal entities, are leading global reinsurers, executing an underwriting policy focused on profitability, developing value-added services and adhering to a cautious
financial policy. As at 31 December 2013, the Group serves more than 4,000 clients throughout the world. SCOR’s strategy of offering both Non-Life and Life products provides it with well-balanced diversification benefits (both in terms of risks and geography and markets), which represent a key cornerstone of its strategy.
Global Life Reinsurance Ireland in Ireland, through mixed subsidiaries and mixed branches Non-Life and Life in Russia,
SCOR's property treaties typically cover damages to the underlying assets (automobile and industrial and commercial lines of business) and direct or contingent business interruption losses caused by fire or other perils, including natural catastrophes.
SCOR's casualty treaties typically cover original risks of general liability, products liability or professional indemnity.
According to French, Italian and Spanish laws as well as laws in other jurisdictions, or by contractual obligation, inherent defects insurance must be purchased to cover major structural defects and collapse for a certain period, typically ten years after completion of construction. SCOR underwrites these risks through proportional and non-proportional treaties as well as through facultative reinsurance.
In order to address the increased risk and the coverage needs associated with agriculture, the Group has been strengthening its agricultural risks underwriting teams and tools since 2006 to provide reinsurance solutions in the field of multiple peril crop insurance, aquaculture insurance, forestry insurance and livestock insurance. SCOR underwrites these risks through treaties and facultative reinsurance.
To cope with the broader needs of reinsurance buyers in transferring risk, and to benefit from these changes by broadening its services to clients, the Group has developed within the SCOR Global P&C Division a dedicated competency center that analyses and studies specific risk transfer solutions. The Group is able to assist clients in their active and effective capital management.
The Group's activity in the Business Solutions business area covers all insurable risks of industrial groups and services companies. These risks are underwritten primarily through facultative insurance and reinsurance contracts by SCOR's specialized teams deployed as an international network around two main business departments: “Natural Resources”
The teams are also responsible for alternative solutions for the transfer and financing of risks for the Business Solutions clients.
SCOR's Joint Ventures and Partnerships business area has historically included the provision of capital to third party businesses, including Lloyd’s syndicates. SCOR contributes to eleven Lloyds syndicates, including the new syndicate
SCOR entered a joint-venture agreement with GAUM (Global Aerospace Underwriting Managers) and MDU (Medical
 It operates via its unified global organization with a specialized market approach in EMEAA and Americas.
Protection covers traditional Life reinsurance on mortality, morbidity and behavioral risks for individuals and groups of individuals, commonly known as Life reinsurance, and includes Life, Health and other Personal insurance. Protection is predominantly underwritten in the form of proportional treaties (quota share or surplus basis or a combination of both), and less frequently on the basis of excess of loss per person, or catastrophe excess of loss or stop loss. Protection is
SCOR Global Life's main business area with leadership positions in several locations and strong growth in emerging markets.
The underlying mortality insurance business (and this would also apply to most of the morbidity insurance businesses)
exists in the form of both individual life, and group life.
Individual life insurance is meant to provide a benefit (eg. a lump sum payment) in the event of a specified event (eg.
death) regarding a specific person. Even though the insurer is pooling this specific individual risk among a number of other insured people, this pooling is most often not done on a homogeneous basis. As such, most insurance companies, in most markets, require life insurance applicants to go through an individual underwriting process, with a differentiated pricing based on the results. For instance, in the US today, five to six risk classes are common, typically based on gender, smoker / non-smoker status, cardiovascular factors, hazardous activities. Most often, individual life insurance is written in term (eg. 15 years) or permanent form.
Group life insurance covers a group of people, most usually employees of a company. As a rule, the insured employees do not go through a specific underwriting or selection process, so the risks factors used for pricing are derived from the company’s own risk factors, including business, location, etc. Most often, Group life insurance is written in yearly renewable term form.
The reinsurance portfolio acquired in 2013 in the Generali U.S. purchase and in 2011 from Transamerica Re predominantly covers mortality risk of individuals via yearly renewable term, coinsurance, modified coinsurance or other typical reinsurance agreements.
(1) In the context of the new strategic plan Optimal Dynamcis, SCOR Global Life's products were grouped per business area, rather than the nine lines of business disclosed in the 2012 Registration Document and previous financial reporting.
Group's insurance risk exposure is also mitigated by diversification across a large portfolio of reinsurance contracts. The volatility of risks is also reduced by careful business selection, implementation of underwriting guidelines, the use of retrocession and other risk transfer arrangements and proactive claims handling as well as underwriting, claims and administration audits at ceding companies.
Underwriting, actuarial, modeling Cat events, claims, accounting and other support staff are located in the Group’s six
In order to mitigate its property exposure, the Group retrocedes a portion of the risks it underwrites. See “Section 6.1.4
SCOR's underwriting guidelines are more restrictive regarding certain areas with difficult or uncertain legal environments.
The Group's Property and Casualty Treaties underwriters manage client relationships and offer reinsurance support after a careful review and assessment of the cedants’ underwriting policy, portfolio profile, exposures and management procedures. They are responsible for writing treaty business as well as associated support on small and medium size facultative risks in their respective territories within the limits of their individually delegated underwriting authority and the scope of underwriting guidelines.
The Group's underwriting teams are supported by the SCOR Global P&C Underwriting Management function, located in the Group’s Paris Hub and represented in Singapore's Hub. This function provides worldwide treaty and facultative underwriting guidelines, policies regarding the delegation of capacity, underwriting support to specific lines of business or individual risks when required, ceding company portfolio analysis and risk surveys and is responsible for monitoring and referral of non-standard business and for authorizing exceptions to the underwriting guidelines.
Executive Officer and Chief Risk Officer of SCOR Global P&C. Any request for deviations from the underwriting guidelines is subject to special referral procedures at two key levels. At the first level, the request is submitted by the underwriting units to the Underwriting Management function, and where applicable, to the Legal Department and/or
A significant part of the reinsured premium in respect of Disability, Long Term Care (LTC) and Critical Illness (CI)
Life reinsurance treaties are underwritten by life reinsurance experts familiar with the specific features of their markets.
Underwriting and pricing guidelines defined by SCOR Global Life specify the underwriting rules and principles to be complied with, underwriting capacities delegated to the underwriters and pricing actuaries in each of the markets in which the Group operates, as well as maximum acceptable commitments per risk and per event. In particular, these guidelines specify the type and the terms and conditions under which business is considered as acceptable.
Furthermore, they set out the retention of SCOR Global Life for various risks and types of covers. They are approved by the Chief Executive Officer, the head of the Central Actuarial and Underwriting Department, the Chief Risk Officer and the Chief Financial Officer of SCOR Global Life. Business opportunities going beyond the stipulations of these guidelines are subject to a special referral procedure at two key levels in order to ensure that the business respects defined riskadjusted return criteria and risk tolerance limits. These cases are examined at the SCOR Global Life level by the Life
Significant progress was achieved during 2012 with a move to new offices for the SCOR Global Life teams in Charlotte, a uniform organizational structure for the Americas life markets which is fully integrated into the global and group-wide organization and processes, a reallocation of portfolios between entities to be closer to clients and on-going system projects with a target implementation in 2014. Starting on 1 October 2013, the Kansas City teams, the organization and systems related to the Generali U.S. acquisition were integrated to the existing projects to unify the complete operations in the US markets. The acquisition of Generali U.S. reinforces the capacities of the group that benefits from the advantages of the Yearly Renewable Treaty (YRT) business model expertise, the life operations and from the facultative underwriting.
For the year ended 31 December 2013, Non-Life wrote approximately 63% of gross written premiums through brokers and 37% through direct business, while Life wrote approximately 10% through brokers and 90% through direct business.
For the year ended 31 December 2013, for Life the largest brokers SCOR wrote gross premiums written with were AON
Benfield with approximately 3% of the Life total gross written premiums and Willis with approximately 2%. For Non-Life,
the largest brokers that the Group wrote gross premium with were AON Benfield with approximately 22% of its Non-Life total gross written premiums, Guy Carpenter with approximately 12% and Willis Gras Savoye with approximately 10%.
Direct placement of reinsurance enables SCOR to access clients who prefer to place their reinsurance partly or in totality directly with reinsurers based upon the reinsurer’s in-depth understanding of the ceding company’s needs.
When needed, recommendations are given to underwriters and local management. Technical and legal assistance is provided to underwriters before and after accepting certain risks.
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 (e.g., catastrophe bonds) that are needed to ensure that the net aggregate exposure remains within predefined tolerance limits.
See Section 9 - Operating and Financial review for certain data regarding SCOR's catastrophe loss experience
Life reinsurance business. One program protects assumed catastrophe excess of loss acceptances; the other protects the retained lines in respect of all other acceptances.
External consulting firms also review on a regular basis the Non-Life reserves. Life reserving assumptions are reviewed as well by an external firm in the framework of the embedded value calculation. If necessary, internal audits of its portfolios are performed.
The Chief reserving actuaries of the divisions own the primary role to overview the reserves of their respective division, to assure consistency in the reserving methods and to enhance the reserving governance. The Group Chief Actuary controls the validation and testing of reserving tools, workflows, assumptions and processes.
Centrally defined and tightly controlled reserving process, strong portfolio diversification, prudent reserving policy, sound reserving tools and, state of the art actuarial methods used by highly skilled professionals and high level of transparency, both internally and externally, tends to minimize the risk of inadequate reserves.
However, the Group is subject to all of the factors of uncertainty mentioned above and, in consequence, to the risk that its reserves are inadequate compared to its liabilities.
However, it is difficult to accurately value the amount of reserves required, especially in view of changes in the legal environment, which could affect the reserve development.
The Group continues to pursue the active commutations policy of its portfolios initiated in 2003, the main goals being to reduce the volatility of claims reserves, to reduce the administrative costs particularly the oldest, and to allow the reallocation of capital. This policy will be continued by focusing efforts on the US run-off activities, business exposed to asbestos and pollution risks and some treaties written by the former Converium company acquired by SCOR.
Reserves are established on initial recognition of a contract on the basis of the Group’s best estimates’ assumptions and allow for an adequate safety margin (i.e. provisions for adverse deviation or "PADs") for the risks of change, error and random fluctuation. These assumptions are subsequently locked in. Reserves are subject to a liability adequacy test.
Reinsurers typically purchase reinsurance to cover their own risk exposures. Reinsurance of a reinsurer’s business is called a retrocession. SCOR retrocedes a portion of the risks it underwrites in order to limit its exposures and losses, and it pays premiums based upon the risks and exposures of its facultative and treaty portfolios, subject to such retrocession cover. Retrocession cover is subject to collectability in all cases where the original business underwritten suffers from a loss that falls into the retrocession contractual scope. SCOR remains primarily liable to the direct insurer on all risks reinsured although the retrocessionaire is liable to the Group to the extent of the cover limits purchased.
The Group meets with the security departments of large reinsurance brokers at least twice a year as part of this monitoring. It also analyzes external studies prepared by the security departments of these reinsurance brokers. It reviews its retrocession arrangements periodically, to ensure that they fit closely to the development of its business, and revise its global retrocession program annually. Furthermore, to reduce the credit risk arising from its retrocessionaires,
SCOR requests that certain of its retrocessionaires provide that all or a portion of the receivables from its retrocession contracts be supported by collateral (cash deposits, letters of credit, pledging of securities etc.) in its favor. For further information see "Section 4.1.6 - SCOR may be adversely affected if its cedants, retrocessionaires, insurers or members of pools in which it participates do not respect their obligations" and "Section 4.1.14 - SCOR is exposed to losses due to counterparty default risks or credit risks".
SCOR's capital shield policy includes traditional retrocession as well as the use of alternative risk transfer solutions (e.g., the multi-year securitization of catastrophic risk in the form of catastrophe bonds) and contingent capital facilities, which are designed as tools of last resort. See below for a description of the securitization of catastrophic risk, mortality swaps and contingent capital facilities. The credit risk that SCOR may be exposed to through these alternative risk transfer solutions can be more limited than the credit risk related to traditional retrocession arrangements because alternative retrocession is usually fully collateralized, which is not the case with traditional retrocession.
See "Section 4.1.15 - SCOR is exposed to the risk of no longer being able to retrocede liabilities on economically viable terms and conditions” and “Section 4.1.2 – SCOR is exposed to losses from catastrophic events” for more information on the risks related to the retrocession.
Events were covered for the risk period from 20 February 2009 to 19 February 2012.
On 9 December 2009, SCOR completed its retrocession programs with EUR 75 million Atlas VI transaction which provided EUR 75 million of protection against European windstorms and Japanese earthquakes risks until 31 March
On 9 December 2010, SCOR placed a new catastrophe bond, Atlas VI Capital Limited Series 2010-1, which provides the Group with EUR 75 million of protection against European windstorms and Japanese earthquakes for a risk period extending from 10 December 2010 to 31 March 2014.
On 12 December 2011 SCOR placed a new catastrophe bond, Atlas VI Capital Limited Series 2011-1 and 2011-2, which provides the Group with USD 270 million of protection against US Hurricanes and Earthquakes and EUR 50 million of protection against European windstorms, for a risk period extending from 13 December 2011 to 31 December 2014 for the US series and 31 March 2015 for the European series. This transaction succeeded Atlas V Capital Limited which provided similar geographical cover as Series 2011-1 for an amount of USD 200 million.
On 1 November 2012, SCOR successfully placed a new catastrophe bond, Atlas Reinsurance VII Limited, which provides the Group with twofold protection of USD 60 million (“Class A Notes”) against US hurricanes and earthquakes, and EUR 130 million (“Class B Notes”) against European windstorms, for a risk period extending from 1 January 2013 to
On 11 September 2013, SCOR Global Life entered into a risk transfer contract with Atlas IX Capital Limited (“Atlas IX”), providing the Group with protection against extreme mortality events in the US, such as pandemics, natural catastrophes and terrorist attacks. The risk transfer contract provides USD 180 million of extreme mortality protection, for a risk period extending from 1 January 2013 to 31 December 2018.
Amounts are recorded in the balance sheet representing the derivative asset recognized at fair value through P&L and other liabilities representing the value of interest payments (See Section 20.1.6 - Notes to the consolidated financial statements, Note 8 - Derivative instruments).
Limited (“Atlas X”). It will provide the Group with an additional three-year capacity of USD 55.5 million from a new panel of investors. This is in line with SCOR’s policy of pooling in its capital shield all the available capital protection tools, as set out in its new strategic plan “Optimal Dynamics”.
SCOR’s diversified property catastrophe portfolios in specific countries. This agreement will be accounted for as reinsurance contract in 2014.
100 million will be drawn down out of the EUR 200 million facility.This equity line facility will replace, as at 1 January 2014, the current EUR 150 million contingent capital facilities which came to an end on 31 December 2013. See Section 20.1.6 - Notes to the consolidated financial statements, Note 8 - Derivative instruments - Contingent capital facility.
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 Committee which meets each quarter at least. It is chaired by the Group’s Chief
Economist, the Chief Executive Officer of SCOR Global P&C and the Chief Executive Officer of SCOR Global Life, the
Section 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risks – Credit Risk for a description of SCOR's exposures to sovereign bonds.
At 31 December 2013, SCOR’s total investments and cash were EUR 23,786 million (EUR 22,575 million as at 31 December 2012). The 2013 increase in total investments and cash as compared to 2012 was mainly due to the acquisition of Generali U.S. and the investment of the Group’s strong operating cash flows.
The portion invested in equities decreased from EUR 1,176 million at 31 December 2012 to EUR 1,056 million at 31 December 2013 as a result of tactical positioning. Most of the equity investments were in European companies with large market capitalization.
The portion invested in fixed income investments increased from EUR 9,707 million at 31 December 2012 to
EUR 11,380 million at 31 December 2013. As set forth in “Optimal Dynamics”, SCOR maintains a “rollover investment strategy” for its fixed income portfolio in order to have significant financial cash flows to reinvest in the event of a sudden change in the economic and financial environment, while seizing market opportunities. The outlook for the world economy in 2014 and beyond continues to be extremely uncertain, with various possible future outcomes (e.g., a double-dip scenario, a return of inflation or a progressive or sudden rise in interest rates). SCOR's investment strategy is designed to immunize the Group as much as possible from the negative consequences of these shocks.
In terms of credit quality, despite the downgrade of several sovereign and private issuers, the Group maintained the quality of its fixed income portfolio including short term investments, to a high level with an average rating of "AA-" as at 31 December 2013 against an average rating of “AA-” last year. In this Registration Document, when the Group refers to the ratings of securities held in its investment portfolio, or the counterparty credit rating of the issuers of such securities, it uses an average of available ratings of the relevant securities and/or issuer published by the applicable nationally recognized statistical rating organizations.
SCOR's total exposure to government bonds and assimilated in its investment portfolio was EUR 4,449 million at 31 December 2013 of which EUR 1,709 million was invested in government bonds of countries within the EU, primarily
Italy. SCOR's total exposure to structured and securitized products in its investment portfolio was EUR 815 million at
The portion invested in real estate investments increased from EUR 584 million at 31 December 2012 to
EUR 861 million at 31 December 2013, mainly due to the acquisition of the Euronext listed real estate company MRM
For further detail on the investment portfolio for the years ended 31 December 2013 and 2012 see Section 20.1.6 -
Fair value through income equity investments 322 1.4% 160 0.7% 89 0.4%
Fair value through income fixed income 47 0.2% 56 0.2% 38 0.2%
Non-Life reinsurance. The portfolio business volume split for the year ended 31 December 2013, was approximately 53% for Life reinsurance and 47% for Non-Life reinsurance based on gross written premiums.
Longevity) and in Non-Life reinsurance (Property and Casualty Treaties, Specialty Treaties, Business Solutions
See Section 20.1.6 - Notes to the consolidated financial statements, Note 2 - Segment information, for further detail on the results of the divisions.
Bermuda and the Caribbean region (2012: 39%) and 19% of its gross written premiums in Asia and in the rest of the world (2012: 19%).
On 15 March 2012, Fitch Ratings upgraded SCOR's Insurer Financial Strength (IFS) ratings and Long-term Issuer
(IFS) ratings at ”A”, respectively. The Outlook on the IDR and IFS remained positive
On 26 April 2011, A.M. Best Europe affirmed the financial strength rating (FSR) of “A” (Excellent) and the issuer credit rating (ICR) of "a" of SCOR SE and its subsidiaries. Concurrently, A.M. Best affirmed the subordinated debt ratings. The outlook for all ratings remained stable.
Please refer to Section 4.1.1 – SCOR is exposed to diverse risk factors in the Non-Life and Life reinsurance businesses, 4.1.6 – SCOR may be adversely affected if its cedants, retrocessionaires, insurers or members of pools in which it participates do not respect their obligations, 4.1.10 – A significant portion of SCOR's contracts contains provisions relating to financial strength which could have an adverse effect on its portfolio of contracts and its financial position, 4.1.11 – Operational risks, including human errors or computer system failure, are inherent in SCOR’s business, 4.2.1 –
SCOR’s competitors include independent and State owned reinsurance companies, subsidiaries or affiliates of established worldwide insurance companies, and reinsurance departments of certain primary insurance companies.
General Re and Everest Re). Also Lloyd’s of London is recognized as a major competitor.
SCOR SE, and its consolidated subsidiaries has been the world’s 5th largest reinsurer (1) in 2013 and 2012, serving more than 4,000 clients.
SCOR Global P&C continued to strengthen its competitive position during the January renewals 2013, both with its existing clients and with new cedants. The recent rating upgrades to “A+” recognized this business franchise and its constant reinforcement, as well as providing a catalyst for new opportunities that strengthen SCOR Global P&C’s position at the very forefront of the reinsurance industry.
P&C prices increasing overall by 1.5% and 3.0% respectively for proportional and non-proportional contracts.
The main business line developments at the 1 January 2013 renewals were as follows:  For Non-Life Treaties: premiums increased by 9% to EUR 1.890 billion, of which 6 points related to a quota share treaty for an Asian cedant. SCOR Global P&C’s ability to seize this opportunity beared witness its benchmark role in this region of the world. Moreover, the emerging countries recorded particularly strong growth overall (+48% in Asia, +16% in Latin America, and +12% in Africa & the Middle East). This growth accompanied active portfolio management: more than 8% of business was cancelled and restructured, while new clients represented three additional growth points. This growth was taking place in favorable pricing conditions, which were up by more than 2%.
Concordia, and closed on Hurricane Sandy, which had a considerable impact on the Marine branch. Moreover, prices for specialty treaties rose by more than 1% overall, showing strong resilience in branches sensitive to the economic cycle such as credit reinsurance and construction reinsurance, where rates remained stable
(1) By Net Reinsurance premiums written, source: “S&P Global Reinsurance Highlights 2012” (excluding Lloyd’s of London)
For SGPC, these renewals were distinguished by a global improvement in technical profitability, with a technical ratio up by more than 2 points and an improved return on allocated capital of around one point compared to the April 2012 renewals. This technical improvement was achieved in stable pricing conditions, for both SGPC and the market as a whole. It beared witness to the discipline of the underwriting teams and their ability to continue the dynamic management of their portfolios. It also demonstrated clients’ receptiveness to SCOR’s offering and to the idea of seeing
The premiums up for renewal represented around 10% of the total annual volume of treaty premiums, and were distributed between P&C Treaties (72%) and Specialty Treaties (28%), in the three geographical areas: Asia (69%),
With regard to business lines, the main developments of the 1 April 2013 renewals were as follows:  P&C Treaty premiums increased by more than 6% to EUR 295 million, linked to renewals in Asia (+6%) and the Americas (+10%). The decrease in EMEA premiums (-4%) had a modest impact due to the low amount of premiums up for renewal in April.
Credit and Surety branch recorded a moderate decrease in premiums, linked to a contract that SCOR decided not to renew. The US Cat branch benefits from strong premium growth (+28%) thanks to heightened visibility on this market, driven by successful commercial development and greater technical recognition over the past few years.
The conditions of these renewals reflected growing market fragmentation. Thus, the growth rates recorded in P&C and
As announced on 4 June 2013, this acquisition amounts to a total consideration of EUR 573 million (USD 774 million)
Global Life in the US, formerly located in New York. The integration activities were extended to the new organization and portfolio acquired from Generali as at 1 October 2013 located in Kansas City, Missouri.
Starting in early 2012 and during the year 2013, SCOR Global Life novated and transferred portfolios from the 2011
Transamerica Re business acquisition related to cedants and risks in the US, Europe, Asia/Pacific and Latin America to its local representative units, in line with the global market structure in order to harmonize customer relationships.
In 2013, SCOR Global Life increased its new business premium compared to 2012, mainly in Asia/Australia, Latin
In the Financial Solutions Business area SCOR Global Life underwrote new capital relief deals in the Asian market with more than EUR 250 million of premium in 2013, an increase of approximately EUR 180 million compared to 2012.
BBVA Seguros until 31 December 2012. Under the contemplated reinsurance structure, SCOR Global Life Reinsurance
The solid operating profitability of SCOR Global Life was achieved thanks to a robust technical performance across most regions and business areas.
7.1 Brief description of the Group and of the position of the issuer 78 7.2 List of issuer’s significant subsidiaries 81
The Group company whose stock is listed on the NYSE Euronext Paris regulated market is SCOR SE, the Group parent company.
SCOR’s Non-life division reinsurance operations are conducted under the supervision and management of SCOR Global
The Life division operations are conducted primarily under the supervision and management of SCOR Global Life SE. The latter carries out its operations through branches in Germany, the UK, Italy, Spain, Switzerland, Austria, Netherlands,
The Group’s subsidiaries, branches and offices are connected through a backbone network of applications and data exchange platforms, which allows local access to centralized risk analysis, underwriting or pricing databases and also gives access to information on local market conditions, to be shared among the Group’s subsidiaries, branches and offices. In addition, through regular exchanges of personnel between the Group’s head offices in Paris and its non-French subsidiaries and branch offices, the Group encourages professional development and training of underwriters, actuaries, modellers, claims experts and risk controlers across its various geographic markets and business lines.
acts, as needed, as retrocessionaire for its two operational subsidiaries through quota share treaties renewed annually which form the instrument for internal control within the Group through the annual allocation of capital to the operating subsidiaries based on the profitability expected from their underwriting. The contracts that formalize the relationships between SCOR SE and its subsidiaries are presented in:  Section 19 – Related Party Transactions; and in
Business Solutions (facultative) and Major Corporate Accounts to Société Putéolienne de Participations (the corporate name of which was changed to SCOR Global P&C), a French subsidiary wholly owned by SCOR. This contribution was approved on 16 May 2006, by the Combined Shareholders’ Meeting of the Company, effective retroactively on 1 January 2006.
On 18 July 2006, the Group announced that it had consolidated its real estate investments within a single real-estate company, SCOR Auber, a wholly owned subsidiary of SCOR SE. This consolidation enables these investments to be more dynamically managed, simplifies the legal structures of the Group’s real estate asset management, and reduces the management expenses, related to these investments. As at the date of this Registration Document, SCOR Auber holds 15 investment real estate properties, for offices purposes in their great majority, in Paris and in the Ile-de-France region
Best, the Group announced a change in its Non-Life reinsurance structures in the United States. This change, which was completed on 31 December 2006, is two-fold: first, SCOR Reinsurance Company acquired 100% of the capital of GSINDA, a company specializing in underwriting “surplus lines”, with a primary insurance license in the United States and, secondly,
On 18 July 2011, SCOR finalized the sale of its subsidiary Investors Insurance Corporation (IIC) to Athene Holding Ltd., as initially announced on 16 February 2011, for USD 55 million.
Global Life reorganized its activities in the US. Thus, on 20 September 2011, the merger of SCOR Global Life Reinsurance
Company of America with and into SCOR Global Life U.S. has been approved by the State of Delaware. Moreover, the
State of Delaware also approved, effective 27 September 2011, the change of name of “SCOR Global Life U.S. Re
Insurance Company” into “SCOR Global Life Americas Reinsurance Company” (SGL Americas).
Further to the acquisition on 1st October 2013 of Generali U.S. Holding, Inc., SCOR Global Life strengthened its activities in the US. In the context of this transaction, Generali USA Life Reassurance Company, the primary operating company, has transferred its location from Missouri to Delaware after obtaining the necessary agreement from both states. The state of
 the Group to develop a global culture while keeping local specificities.
June 2008, in Singapore on 16 June 2008, in Zurich on 27 January 2009 and in Paris on 24 February 2009. Following the acquisition of the mortality reinsurance business, including the operational assets and personnel of Transamerica Re, and the acquisition of Generali U.S. Holding Inc., Charlotte, North Carolina, and Kansas City, Missouri, have become key locations for the Life division. As part of these integrations, Charlotte and Kansas City have joined New York as a key competence center of the Hub Americas.
The acquisition of Generali USA Life Reassurance Company further strengthens the Life activity of the Hub Americas.
(1) Paris Hub: South Africa, Russia and Europe other than Germany, Austria, Switzerland, Sweden and the UK; Zurich Hub: Switzerland and one subsidiary in
Refer to:  Section 7 – Organizational structure;  Appendix A – 1.5 – Notes to the corporate Financial Statements, Note 2.3 – Subsidiaries and Affiliates;  Section 20.1.6 – Notes to the Consolidated Financial Statements – Note 24 - Related party transactions;  Section 25 – Information on Holdings;  Section 7.1.1 – Group operating companies as concerns the role of SCOR towards its subsidiaries;  Section 20.1.6 – Notes to the Consolidated Financial Statements Note 3 – Acquisitions and disposals as concerns the financial equation of the acquisitions of entities in 2013;  Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 3 – Acquisitions and disposals as concerns the share of the entities acquired in 2013 income included in the Group’s consolidated income;  Section 14 – Administrative and management bodies as concerns the duties carried out in the subsidiaries by the
SCOR owns in London at 10 Lime Street a 5,000 m² office and retail building. As at 31 December 2013, the building was 53% occupied by SCOR for its London Hub office. The remaining part was rented to third parties.
In Cologne, SCOR moved during Q2 2012 into its new office building with more than 6,000 m² located at 10, Goebenstrasse, held by the German branch of SCOR SE “SCOR Rückversicherung Direktion für Deutschland, Niederlassung der SCOR
– Historical financial information: consolidated financial statements. The commentary below is based on the financial data presented in the aforementioned sections.
After the payment of the 2013 dividend, shareholders’ equity increased from EUR 4,807 (1) million at 31 December 2012 to
SCOR maintained its conservative asset management policy whilst executing a prudent inflection program directed to improve the return of its invested assets whilst keeping a strong focus on liquidity management.
The Group’s liquidity, defined as cash, cash equivalent and short term investments, which is well diversified across a limited number of banks and placed primarily in government securities and short-term investments with maturities less than 12 months, stands at EUR 2.1 billion at the end of 2013, down from EUR 2.7 billion at the end of 2012 (EUR 3.1 billion at
Positive operating cash flows increased from EUR 761 million in 2012 (and EUR 530 million in 2011) to EUR 897 million in 2013 as a result of strong contributions from both Life and P&C operations. The increase in 2012 cash flow was positively impacted by lower than expected payments for 2011 catastrophe losses by SCOR Global P&C. The 2012 operating cash flows were also impacted by tax payments and retro recoveries from prior years.
compared to total shareholders’ equity plus subordinated debt. The increase in the debt leverage ratio over three years is primarily due to debt issuances in 2011, 2012 and 2013. On 10 September 2013, SCOR successfully placed perpetual subordinated notes on the Swiss Franc market, with a first call date on 30 November 2018, for an aggregate total amount of
CHF 250 million. On 10 September 2012, the Group placed perpetual subordinated notes, with a first call date in June 2018, for an aggregate total amount of CHF 250 million. Furthermore, on 24 September 2012, SCOR increased these perpetual subordinated notes by CHF 65 million. In addition, SCOR actively managed its liabilities, in 2013 buying back a portion of an existing debt for less than 90% of its USD 46 million total par value and in 2012 buying back existing debt for 80% of its
May 2011, SCOR reopened this note and issued an additional amount of CHF 250 million. On 1 October 2013, SCOR
entered into a short term financing agreement with a principal amount of USD 228 million, maturing 14 July 2014 to partly finance the acquisition of Generali U.S. This short term financing facility was fully repaid by anticipation during the first quarter of 2014.
Note 1 – D - IFRS standards effective during the period and IFRS standards not yet effective . (2) The calculation of the leverage ratio excludes accrued interest from debt and includes the swaps effect related to the CHF 650 million, CHF 315 million and CHF 250 million subordinated debt issuance. As at 31 December 2011, the calculation of debt taken into account in the ratio did not exclude accrued interest and therefore the ratio published in the 2011 Registration Document and previous financial reporting was 18.1% as at 31 December 2011.
This paragraph includes comments on both the current year operating results and comparisons to prior years.
Gross written premium for the financial year ended 31 December 2013 amounted to EUR 10,253 million, an increase of 7.8% compared to EUR 9,514 million in 2012. The overall increase in gross written premium of EUR 739 million in 2013 is due to the increase of EUR 541 million for SCOR Global Life primarily driven by the business acquisition of the mortality portfolio of Generali U.S., which in the three month period after the acquisition on 1 October 2013 contributed EUR 209 million to 2013 gross written premiums and to an increase for SCOR Global P&C of EUR 198 million.
compared to EUR 7,602 million in 2011. The overall increase in gross written premium of EUR 1,912 million in 2012 was due to an increase for SCOR Global P&C of EUR 668 million and an increase of EUR 1,244 million for SCOR Global Life, primarily driven by the business acquisition of the mortality portfolio of Transamerica Re that in 2012 contributed EUR 1,693 million to gross written premiums (compared to EUR 677 million of gross written premiums for the five months period after the acquisition in 2011).
Net earned premium for the year ended 31 December 2013 amounted to EUR 9,066 million as compared to EUR 8,399 million and EUR 6,710 million for the years ended 31 December 2012 and 2011, respectively. The overall increase in net earned premium of EUR 667 million from 2012 to 2013 and EUR 1,689 million from 2011 to 2012 is consistent with the increase in gross written premiums.
With 2013 markets characterized by high volatility and erratic behavior, SCOR decided to continue its rollover strategy with a relatively short duration fixed income portfolio and a high liquidity level.
The net results of the Group’s retrocession program were EUR (453) million, EUR (189) million and EUR (7) million in 2013,
The total cost recorded in 2013 "other operating expenses" related to Atlas Cat Bonds was EUR 44 million including costs related to Atlas VII series placed in November 2012 (2012: EUR 50 million). These Atlas VII catastrophe bonds are accounted for as a reinsurance contract in 2013 as at the beginning of their coverage period, due to the presence of an ultimate loss clause.
SCOR Global P&C even though impacted by higher than expected natural catastrophes losses, particularly in the fourth quarter of 2012 and the solid performance of SCOR Global investments, in spite of a low-yield environment.
Although 2012 was impacted by higher than expected natural catastrophes (Earthquakes in Italy and Hurricane Sandy)
especially in the last quarter of the year, the net income was positively influenced by the strong underlying technical performances of both SCOR Global Life and SCOR Global P&C and the prudent asset management policy of SCOR Global
Investments which safeguarded shareholders’ interests whilst delivering solid returns. In 2012, the effective tax rate was 20.4%. This results from a positive geographical rate mix partially offset by a negative EUR 12 million impact from the additional contribution to the 2010 exit tax on the capitalization reserve in France.
(1) Refer to Section 9.2.6 – Calculation of financial ratios (2) Prior year comparatives have been adjusted retrospectively due to the adoption of IAS 19 – Employee Benefits (revised) as at 1 January 2013 – refer to Section 20.1.6. Note 1 – D - IFRS standards effective during the period and IFRS standards not yet effective
SCOR Global P&C is a leading P&C reinsurer with a focus on European markets and a strong position in Latin America, in the Asian markets and in the Middle East.
P&C capitalizes on a long-standing franchise, experience, and an extensive data base comprising multi-line expertise.
In 2013, gross written premium increased by 4.3% compared to 2012. At constant exchange rates the growth was 8.3%
(particularly due to the appreciation of the Euro) and led to achieve the target growth of the “Strong Momentum” plan over the 3 years period (32.5% at current exchange rates, 35% at constant exchange rates). The growth was mainly driven by the performances of lines of business in P&C treaties and Specialties business (particularly Lloyds, Aviation and Agriculture)
and by improved geographical diversification towards Asia, in particular China, India and SIT (Singapore, Indonesia,
In 2012, gross premium written increased by 17% compared to 2011, of which 6% was linked to foreign exchange impact
gross written premium increase announced in “Strong Momentum”. The growth was mainly driven by the performances of lines of business in P&C treaties and natural catastrophes and by improved geographical diversification towards Asia and the Americas.
In 2011, gross written premiums increased by 8.8% at constant exchange rates to EUR 3,982 million versus EUR 3,659 million in 2010. SCOR Global P&C’s strong January, April and July 2011 renewals confirmed SCOR’s excellent position in the reinsurance industry, as well as the validity of its hypotheses on the evolution of the reinsurance environment released in
In 2011, the deterioration of the net combined ratio was attributable to the exceptional impact of natural catastrophes particularly the first half and last quarter of 2011.
SCOR defines a catastrophe as a natural event involving several risks and causing pre-tax losses, net of retrocession, totalling EUR 3 million or more.
Losses and loss adjustment expenses due to catastrophes, gross 333 (8) 355 (6) 949
Center Property insurers against the Aviation insurers (5) Excluding floods in Thailand (2011 event) and including: Hurricane Sandy, Dagmar Storm in Norway, Tornadoes in Southern United States, May Earthquakes (20 & 29/05/2012) in Italy, Montreal Rainstorm, Alberta Hail Storm, Typhoon Bolaven, Costa Rica Earthquake (6) Thailand floods 2011 event’s development impact is included in 2012 cat ratio (7) Including Saint Jude Storm, Andreas, Manni and Ernst Hailstorms in Germany, European Floods, South Africa and Xaver Hailstorms, Hurricane Manuel and Typhoon
Haiyan (8) Earthquakes in Italy (20 and 29 May 2012) and Hurricane Sandy’s development impact are included in 2013 cat ratio
In 2012, SCOR was affected by the following catastrophes which resulted in net estimated losses greater than EUR 10 million as at 31 December 2012: In EUR million
Other natural catastrophes (less than EUR 10 million) 2012 25 26
Other natural catastrophes (less than EUR 10 million) 2011 41 42 42
In Europe, SCOR Global Life has maintained its strong market position.
During 2013, Asia/Pacific remained a market with strong performance in terms of premium growth and profitability, whereas Latin America had robust results.
In 2013, SCOR Global Life successfully continued to integrate the mortality risk reinsurance business acquired from
domestic portfolios acquired to the appropriate SGL business units. This process, and the consolidation of US domestic organizations and activities within one operating unit, is in line with SGL’s global market structure approach.
The life technical margin is strongly supported by business performance in the European markets, Latin America, and
(Atlas X). It will provide the Group with an additional three-year capacity of USD 55.5 million from a new panel of investors.
Atlas X is an Irish-domiciled special purpose reinsurance vehicle. Atlas X and SCOR Global P&C SE have entered into a quota share retrocession agreement, effective 1 January 2014, under which Atlas X will reinsure a proportional share of
SCOR’s diversified property catastrophe portfolios in specific countries. This agreement will be accounted for as a reinsurance contract.
Notes to the consolidated financial statements – Notes 8 – Derivative Instruments - Contingent capital facility.
A payment will be triggered if the observed index value exceeds the attachment point of 102%. At any index level to the exhaustion point of 104%, Atlas IX Capital Limited will pay to SCOR a pro-rata amount.
The loss payments covered by the Class A Notes are based on market share factors applied to the market insured loss, as reported by PCS for the US on an annual aggregate basis. Class B Note losses are covered on per-occurrence basis, using the PERILS index.
These catastrophe bonds are accounted for as reinsurance contracts, due to the presence of an ultimate loss clause.
200 million for the risk period from 20 February 2009 to 19 February 2012.
9.2.5 STRATEGY OR FACTORS OF GOVERNMENTAL, ECONOMIC, FISCAL, MONETARY OR POLITICAL CHARACTER WHICH HAVE HAD OR COULD HAVE A MATERIAL IMPACT ON THE OPERATIONS OF THE SCOR GROUP
For detailed calculation of net investment income, return on investments and invested assets, refer to tables below: At 31 December
(1) Prior year comparatives have been adjusted retrospectively due to the adoption of IAS 19 – Employee Benefits (revised) as at 1 January 2013 – refer to Section 20.1.6.
Fair value through income on invested assets (1) 44 12 -
Financing costs on real estate (2) 11 10 9 IFRS investment income net of investment management expenses 484 595 639
(1) Including MRM S.A. gain from bargain purchase (net of acquisition related expenses) (2) Real estate financing expenses related to real estate investments (buildings owned for investments) only. They are not included in the IFRS investment income net of investment management expenses
Return on investment and return on invested assets are calculated based on investments as defined for management purposes. The following table is a reconciliation of this and IFRS figures as presented in Section 20.1 Historical financial information: consolidated financial statements: As at 31 December 2013
(1) Including Atlas cat bonds, mortality swap and FX derivatives (2) Fair value less carrying value of real estate investments (3) Real estate financing related to real estate investments (buildings owned for investment) only
TOTAL INSURANCE BUSINESS INVESTMENTS AND CASH AND CASH EQUIVALENTS 1,466 10,760 246 652 699 281 14,104 8,266 22,370 98 107 22,575
For a detailed calculation of the management cost ratio refer to the table below: (1) Total expenses are investment management expenses, acquisition and administrative expenses and other current operating expenses as presented in Section 20 – Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses
Return on equity is based on the Group’s share of net income divided by average shareholders’ equity (calculated as shareholders’ equity at the beginning of the period adjusted for the effect of all movements during the period, pro-rata temporis)
Opening shareholders’ equity – Group share 4,800 4,400 (2) 4,345 (2)
Effect of changes in foreign exchange rates (3) (81) (10) 41
For a detailed calculation of the combined ratio refer to the table below: At 31 December
The following table shows the Group net income excluding equity impairments: (1) Excluding share of non-controlling interests (2) Prior year comparatives have been adjusted retrospectively due to the adoption of IAS 19 – Employee Benefits (revised) as at 1 January 2013 – refer to Section 20.1.6. Note 1 – D - IFRS standards effective during the period and IFRS standards not yet effective
Change in fair value of investments (until 2011) - - (5)
Equity impairments / Total impairments net of tax (46) (50) (35)
10.3 Borrowing conditions and financing 10.4 Restrictions on the use of capital 104 10.5 Sources of financing relating to the future investments by the Company and to its property, plant and equipment 104
Section 20.1.6 – Note to the consolidated financial statements, Note 12 – Cash and cash equivalents and cash flows.
On 8 October 2012, SCOR issued CHF 315 million perpetual subordinated notes placement, as described in Section 20.1.6
177 million, respectively. This includes the real estate debt of MRM S.A. (company acquired by SCOR on 25 May 2013, refer to 20.1.6.3 - Acquisitions and disposals) in the amount of EUR 181 million as at acquisition date, the redemption of
The Group has been granted a credit facility in order to finance SCOR SE’s general corporate purposes, consisting of an overdraft credit facility in a maximum principal amount of EUR 150 million. The Group has also been granted credit facilities
from several companies of the banking sector to guarantee the reinsurance activities of various subsidiaries for a global issued amount of USD 3,654 billion as at 31 December 2013. These last credit facilities are stand-by letters of credit that the banking counterparty agrees to issue in the form acceptable to the American National Association of Insurance
On 30 September 2013, SCOR went into a bridge loan agreement with BNPP and Deutsch Bank in the amount of USD 228 million to finance the acquisition of Generali U.S. This short term financing facility was fully repaid by anticipation during the first quarter of 2014.
Refer to Section 20.1.6 – Notes to the consolidated financial Statements, Note 14 – Financial debts for a description of the subordinated loans and bonds issued by SCOR, including any reimbursements and conversion explanation that occurred during the year.
and the low financial leverage ratio reflects the Group’s treasury and financing strategy to have a strong level of liquidity.
collateral in case of non-compliance with financial covenants or in case of a decrease in the Group’s financial strength rating.
Financial Market Supervisory Authority (“FINMA”) as per the decree of 1 April 2010. As at 8 August 2012 these specific reporting requirements were fully revoked and only the regulatory requirements are to be observed by SCOR
Biometric risks such as mortality, longevity, disability and long-term care are at the heart of underwriting in Life reinsurance.
Since these risks are subject to shocks and various trends, SCOR Global Life closely monitors their current developments in five Research & Development Centers:  R&D Center for Longevity and Mortality Insurance: carrying out mortality studies on life and annuity portfolios and providing support in pricing assumptions for new business, in particular new products;  R&D Center for Long-Term Care Insurance: providing support in the development of LTC products (definitions, pricing, guidelines) and the monitoring of LTC portfolios;  R&D Center for Disability and Critical Illness: dedicated to the analysis of disability and critical illness risks; two complex risks due to multiple definitions, cover types and socio-economic environments;  R&D Center for Medical Underwriting and Claims Management: evaluating the impact on insurance of new medical advances, for both known pathologies and the most recently discovered ones; advising clients on the pricing of substandard risks; and
Foundation on cardiovascular diseases (EUR 200 000 over 2 years), the Erasmus University over the incidence impact of cancer screening programs (EUR 45 000 over 2 years) and the Pierre et Marie Curie University at the Pitié-Salpêtrière
The R&D Centers report to the Chief Actuary of SCOR Global Life. Its employees are based in Paris, Cologne, Dublin and
At the forefront of the risk modeling field, particularly extreme risks, the Group devotes considerable resources to fundamental research and the promotion of scientific risk management techniques in various disciplines. As well as prizewinning internal research projects, conducted with the assistance of students from renowned schools and universities,
SCOR has signed partnership agreements with the following institutions:  The Risk Foundation, in collaboration with the universities of Toulouse and Paris Dauphine, is dedicated to the risk market and to value creation. For SCOR, it implies costs of EUR 1.5 million allocated over 5 years;  A Research Chair in Finance, in cooperation with Jean-Jacques Laffont Foundation based in Toulouse, deals with risk management, long-term investment, corporate governance and asset management strategy. For SCOR, the cost is EUR 1.5 million allocated over 5 years;  The Insurance Risks and Finance Research Center in cooperation with Nanyang Business School (Singapore), whose aim is to promote research in the field of risk management. For SCOR, the cost is SGD 2.5 million allocated over 5 years; and
 The Paris School of Economics, which conducts research in the field of economic analysis and modeling in order to improve the forecasting of risks over the medium to long term. For SCOR, the cost is EUR 510,000 allocated over 3 years.
Kingdom), and since 2013 in Asia (Singapore). The Group places great importance on the development of actuarial science in Europe and each year rewards the best academic papers in the field of actuarial science with prizes. These prizes are designed to promote actuarial science, to develop and encourage research in this field and to contribute to the improvement of risk knowledge and management. The SCOR Actuarial Awards are recognized as a measure of competence in the
 The SCOR Global Risk Center, created in 2010, is devoted to life insurance risks, non-life insurance risks and economic and financial environment risks. It brings together studies and publications produced or supported by
SCOR, as well as all of the resources that SCOR wishes to reference for all those interested in risk. The Global
Scientific Advisor to the Chairman and CEO and the Chief Risk Officer. This advisor is notably responsible for promoting scientific risk assessment techniques among the Group’s clients and in academic circles, and for developing research in major fields, in order to ensure sound management of the Group’s business portfolio and internal model.
solution, embedding a unique chart of accounts and standard processes, in all its hubs throughout the Group. All accounting teams have been mobilized over the three last years, along with IT, to build this new global finance system at high stakes for
Life pricing is closely managed using xAct, the global in-house standard treaty pricing tool, which uses standardized models, and profitability analysis, then providing full visibility into proportional and non-proportional business. Control of exposure to natural catastrophes and pricing has been improved through the ongoing joint development the Cat Platform with RMS
which monitors all liabilities and accumulations through the use and calibration or the model combination deemed as most efficient. In the Life business, the embedded value calculation has been revised and integrated with the internal model.
Other front-office solutions have been developed for SCOR Global Life providing underwriting solutions to our clients in different countries. The US market in particular, new underwriting solutions are proposed to SCOR's Life clients.
During the last three years, SCOR also launched a number of projects related to asset management, including the implementation of the SimCorp Dimension market software package, and the deployment of the Cadis market solution for data control and integrity. All investment portfolios of the Group have been centralized in SimCorp Dimension. This same
Ruschlikon Initiative, launched with the major brokers and reinsurers to develop e-administration in the reinsurance industry.
The SCOR technical environment is based on a secured international network, a consolidated global data center based on a fully replicated outsourced dual site, and a standard workplace deployed everywhere in the world. SCOR has also
implemented an ambitious security plan based on stronger physical and logical access controls, data protection, and recovery in the event of any type of disaster.
SCOR IT is playing a key role in implementing the Group’s “Green SCOR” policy, and drives a number of elements of this multi-year plan, including data center consolidation, server virtualization, new low-energy desktops and laptops, and reduction in printing. Mobility has again been improved in line with the last standard PC deployment. It is st ill being enhanced through ongoing developments in line with technological and business needs evolutions, requiring a more permanent connection with the company, and compliance with security standards.
Finally, the IT strategy is aligned with the SCOR business objectives. The mandate of SCOR IT under SMV1.1 has been largely completed with new solutions in the back-office and front-end areas to ensure operational excellence and business development. The new strategic plan, “Optimal Dynamics”, has identified new directions, for SGP&C, SGL, SGI and the
Corporate Functions, which are being analyzed before defining the new strategy for the SCOR Information System. This new strategy, launched as part of “Optimal Dynamics”, will help in materializing the ambious key initiative that is the digital transformation of SCOR.
12.1 Most significant trends in production, sales, inventory, costs, and selling prices since the end of the last financial year 112 12.2 Known trends, uncertainties, demands, commitments and events reasonably likely to have a material effect on the issuer’s prospects 114
 the reinsurance market witnessing a “tiering” of players, to the benefit of the larger and most diversified ones, operating as true multi-liners in terms of pricing and underwriting capabilities, with a global approach to client relationships.
In this context, SCOR Global P&C has been successful in expanding its franchise and crystalizing new business opportunities, while keeping a disciplined underwriting approach, pushing back unsatisfactory terms and conditions and accepting the non-renewal of under-priced business.
SCOR Global P&C continues to diversify its portfolio towards Asia (32% growth), this region now representing 19% of the
In all regions, the growth is accompanied by active portfolio management and a successful handling of clients’ program restructurings. The global insurers initiative is bearing fruit, with SCOR achieving growth from this client base despite these clients restructuring and increasing their retentions.
For Specialty Treaties: gross premiums increase by 4% at constant exchange rates, to EUR 724 million, of which two percentage points relate to the renewal of the large quota-share deals in Asia.
The life reinsurance market is characterized by long-term contractual relationship, which is the case for the majority of
In the context of the new strategic plan Optimal Dynamics, SCOR Global Life's products were grouped per business area, rather than the nine lines of business disclosed in the 2012 Registration Document: Protection, Longevity and Financial
Solutions. The new business areas consider client needs from the development of the direct insurance market and the reinsurance markets based on specific drivers. Identified specific drivers for the global reinsurance market with differentiated local characteristics are socio economic profiles, risk appetite of cedants, state-private balance, financial needs of cedants, aging population, regulation and economic environment.
Over all markets SCOR Global Life develops with its business partners on sophisticated business solution transactions with different motivations such as capital relief in the Financial Solutions business.
As per 1 October 2013 SCOR Global Life completed the acquisition of the mortality reinsurance business, including the operational assets and personnel, of Generali U.S. Immediately after closing of the transaction several projects in all areas of the business were initiated to achieve a globally harmonized life engine for SCOR.
An increasing demand can be seen for Family Takaful products, (i.e. Islamic life insurance products). SCOR is strengthening the efforts to participate in market growth.
In December 2013, SCOR entered into an innovative longevity transaction with the Netherlands-based insurer Aegon which covers underlying reserves of EUR 1.4 billion. The effective date of the transaction is retrospectively 1 January 2013.
In 2013 SCOR Global Life has entered into two value in-force (VIF) monetization transactions. The major one, BBVA
Seguros, will generate future total gross premium volume of around EUR 1 billion. SCOR Global Life intends to underwrite further deals of this kind in the Financial Solutions business area.
12.2 Known trends, uncertainties, demands, commitments and events reasonably likely to have a material effect on the issuer’s prospects
Company’s shareholders for certain decisions as required by law pursuant to the Company’s by law (“statuts”).
Under SCOR SE’s by law (“statuts”), each director must own at least one Ordinary Share for the duration of his or her entire term of office. Under French law, a director may be an individual or a legal entity for which an individual is appointed as permanent representative, except for the Chairman, who must be an individual. Pursuant to article L. 225-20 of the French
Commercial Code, the permanent representative of a legal entity is subject to the same conditions, obligations and civil and criminal liabilities as if he or she were director in his or her own name, without prejudice to the joint and several liabili ty of the legal entity he or she represents. 12 of the 13 members of the Board of Directors are individuals and 1 director, Malakoff
The term of the office of the directors appointed or renewed from 25 April 2013 inclusive, such as set forth in SCOR SE's by law (“statuts”) shall not exceed 4 years. Under SCOR SE’s by law (“statuts”), directors may hold office until the age of 77. A
Director reaching the age of 77 while in office has to retire at the expiration of the term of his or her office, as determined at the Shareholders’ Meeting. Non-employee directors are elected by the shareholders and serve until the expiration of their respective term, or until their resignation, death or removal, with or without cause, by the shareholders. Vacancies on the
For further information, please refer to the report of the chairman of the Board of Directors in Appendix B of the Registration
The table below lists directors (including the Employee Director), their date of birth, positions with SCOR and principal business activities, the dates of their initial appointment as directors and the expiration dates of their term of office.
Chairman of the Supervisory Board: - SCOR Global Investments SE (France)
Member of the Supervisory Board: - Yam Invest N.V. (The Netherlands)
Other Positions: France: Chairman of the Board of Directors: - SOCRAM BANQUE - MACIF SGAM
Permanent Representative of MACIF: - on the Board of Directors of MACIF Participations - on the Supervisory Board of MUTAVIE
Chairman of Supervisory Board: - Capa Conseil SAS, as MACIF representative
Permanent representative of MACIF: - on the Board of Directors of Domicours - on the Supervisory Board of
Permanent representative of OFI Holding: - on the Board of Directors of
- MACIF Gestion - Compagnie Foncière de la MACIF - Foncière de Lutèce - UGM Couleurs Mutuelles - OFI SMIDCAP (SICAV) - Fondation MACIF - CEGES (Association) - ICOSI (Institute)
Out of France: Permanent Representative of MACIF at the Board of
Permanent Representative of MACIF at the Board of Directors: -Eurosa Holding
Professional Address: UNIQA Insurance Group AG Untere Donaustrasse 21 1029 Wien Austria
Other functions: Out of France: Chairman of the Supervisory Board: Out of France: Chairman of the Supervisory Board of: - UNIQA Asigurari SA - UNIQA Asigurari de Viata SA - UNIQA Bulgaria - UNIQA Life Bulgaria - UNIQA Zivotno osiguranje a.d.o. - UNIQA Non-Life, Ukraine - UNIQA Life, Ukraine
Expiration of term - Raiffeisen Versicherung AG - UNIQA International Versicherungs-Holding AG - UNIQA Osterreich Versicherung AG - Sigal UNIQA - Sigal UNIQA Life
Member of the Supervisory Board of: - CEESEG Aktiengesellschaft (until 21 March 2013) - Wiener Börse AG (until 13 June 2013) - Claris Vita SpA - UNIQA Protezione SpA - UNIQA Assicurazioni SpA - UNIQA Osiguranje d.d. - UNIQA Life Insurance Podgorica - UNIQA pojist'ovna a.s.
Professional address: COVEA 11 place des Cinq Martyrs du Lycée Buffon 75014 Paris
Director : - GMF Vie - Union de Groupe Mutualiste Mutaris
Director and ViceChairman of: - Covéa Ré (Société de Réassurance Mutuelle)
Permanent Representative of la Sauvegarde at the Board of Directors of: - AME Réassurance
Expiration of term - Fidélia Assistante - Gespré Europe - Assistance Protection Juridique - La Sauvegarde
Out of France: Director and ViceChairman : - Bipiemme Assicurazoni S.p.A. - Bipiemme Vita S.p.A.
Professional Address: SCOR Reinsurance Company 199 Water St., New York, USA
France: Chairman of the Management Board: - Malakoff Médéric Assurances SA -Médéric Epargne SA
Out of France: Director (as at 14 February 2014): - SCOR Global Life Americas Reinsurance Company (US) - SCOR Reinsurance Company (US)
France: Director: - CGG Veritas * - Dietswell * - Albioma*
Member : - of the Board of the Batten School of leadership University of Virginia (USA) - of the Board of HMG Ministry of Justice
Out of France: Director: - Savills plc* - Ballarpur International Graphic Paper Holdings
_________________________________________________________ (1) Member of the Strategic Committee (2) Member of the Risk Committee (3) Member of the Audit Committee (4) Member of the Compensation and Nomination Committee
(*) Companies which shares are listed on a regulated or organized market (**) Denis Kessler is a Board member of three listed companies outside of the Group: BNP Paribas SA, Invesco Ltd and Dassault Aviation SA. Denis Kessler will resign from Dassault Aviation SA at the Next General Assembly Meeting on 15 May 2014.
The following list provides biographical information on the directors in office at the date of the Registration Document.
Chairman and Chief Executive Officer of the AXA Group’s French insurance and assistance companies. Claude Tendil was the Chairman and Chief Executive Officer of the Generali Group in France from April 2002 to October 2013, when he became Chairman of the Board of Directors. He is also Chairman of the Europ Assistance Group since March 2003.
Gérard Andreck, a French citizen, is the Chairman of the MACIF Group since June 2006. Mr. Andreck has a deep interest in the mutual company and insurance sector, and he served as President of CJDES (Centre des Jeunes Dirigeants de l’Economie Sociale) from 1991 to 1993 and of CEGES (Conseil des Entreprises, Employeurs et Groupements de l'Economie
Officer of Austria Versicherungsverein Privatstiftung, a member of the Management Board of PEIF (Pan European
Insurance Forum), Deputy Manager of the banking and insurance division of the Austrian Economic Chamber, and a member of the Management Board of the Federation of Austrian Industry.
France and of GMF in 2001 and as Chairman and Chief Executive Officer of the group AZUR-GMF in September 2003. He is currently Chairman of the Board of Directors of Assurances Mutuelles de France, of GMF Assurances and Chairman and
Chief Executive Officer of Garantie Mutuelle des Fonctionnaires (GMF). He was appointed as director of MAAF Assurances in November 2004 and became its Chairman and Chief Executive Officer in June 2005. Since June 2007, he has been the
Chairman of the Board of Directors of MMA IARD Assurances Mutuelles, MMA IARD, MMA Vie Assurances Mutuelles and
Peter Eckert, a Swiss citizen, was member of the Group Executive Board (1991-2007) and Chief Operating Officer (20022007 ) of Zurich Financial Services, member of the Swiss Federal Banking Commission EBK between 1 July 2007 and 31
Institute of Liberties (Institut des Libertés) in Paris. He holds a DESS in Economy (Toulouse) a degree from IEP (Toulouse)
Kevin J. Knoer, an American citizen, has 32 years of insurance experience, including risk control & engineering and industrial risk underwriting. He holds a Bachelor of Science degree and an MBA and has served as a submariner in the
United States. From 2007 to 2010, he was the Deputy Regional Manager for SCOR Business Solutions (SBS) in
Guillaume Sarkozy, a French citizen, is an engineer by training and a graduate of the Ecole Spéciale des Travaux Publics
(ESTP). He began his professional career in 1974 at the Office of Public Safety in the Ministry of the Interior, before joining
CNPF (1994-1998), MEDEF (2000-2006), CNAV (1994-1998), CNAM (2004-2005) and Conseil Economique et Social
(2004-2006). In 2004, he became Vice President of the MEDEF and of the CNAM (2004-2005). Guillaume Sarkozy joined
Guylaine Saucier, a Canadian citizen, is a graduate of the École des Hautes Études Commerciales, Fellow of the Institute of
Officer of the Gérard Saucier Group, a company specializing in forestry products. She sits on the board of directors of many major corporate entities, including la Banque de Montréal, Areva and Wendel. In the past, she has chaired the Joint
Kory Sorenson, a British citizen born in the United States, has made her career in finance, devoting the last fifteen years exclusively to the management of capital and risk in insurance companies and banking institutions. More recently, she has offered consulting services in the field of insurance. Until the end of 2010 she held the position of Managing Director, Head of Insurance Capital Markets at Barclays Capital in London, where her team conducted innovative transactions in capital management such as the launch of the first private and renewable securitizations. She also conducted mergers and acquisitions, as well as equity transactions, hybrid capital and coverage for major insurance companies. She previously led the team in charge of the financial markets specializing in insurance at Credit Suisse and the team in charge of debt markets in financial institutions at Lehman Brothers for Germany, Austria and the Netherlands. She began her career in investment banking at Morgan Stanley and in the financial sector at Total SA. She speaks fluent French and holds a Masters from the
Fields Wicker-Miurin, an American and British citizen, has degrees from the Institut d'Etudes Politiques de Paris, the
University of Virginia and the Johns Hopkins University. Fields Wicker-Miurin began her career in banking, before joining
Strategic Planning Associates (now Oliver Wyman) as a senior partner where she was the main advisor to Lloyd’s of London.
In 1994, she became Chief Financial Officer and Director of Strategy of the London Stock Exchange where she led the restructuring of the LSE and the London equity markets. She was subsequently a member of the Nasdaq Technology
Advisory Council, the Panel of Experts advising the European Parliament on financial markets harmonization, and the board of the UK Department of Business, where she chaired the committee responsible for all government subsidies to business.
Officer of the British Empire. She is also a director of BNP Paribas, CDC Group Plc and BILT, and is a member of the ministerial board of the UK Ministry of Justice.
Officer, as well as to appoint separate persons to hold the positions of Chairman of the Board (Président du Conseil d’Administration) and Chief Executive Officer (Président Directeur Général). Upon a proposal made by the Chief Executive
The Executive Committee is composed of executive officers of the Company and of its subsidiaries. It is responsible for implementing the strategy defined by the Board of Directors, under the Chief Executive Officer ‘s authority.
The following table sets forth the executive officers who comprise the Executive Committee, their ages, their positions with
SCOR and the first dates as at which they served as executive officers.
Chairman of the Board of Directors: SCOR Holding (UK) Ltd (UK) SCOR UK Company Ltd (UK)
Frieder Knüpling 44 Group Chief Risk 2010 Chairman of the Board of Directors:
SCOR Services Switzerland AG (Switzerland) SCOR Switzerland AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland)
Gilles Meyer 56 Deputy Chief Executive Officer of SCOR Global Life SE
Vice Chairman of the Supervisory Board: SCOR Global Investments SE (France)
Permanent Representative: SCOR Global Life SE at MUTRE S.A.’s Board (France) SCOR Global Life SE at SCOR Properties’s Board (France)
SCOR Switzerland AG (Switzerland) SCOR Perestrakhovaniye (Russia) SCOR Global Life Re Insurance Company of Delaware (f.k.a SCOR Global Life Reinsurance Company of Texas) (US) SCOR Global Life USA Reinsurance Company (US) SCOR Global Life Americas Reinsurance Company (US)
2004 Director : SCOR UK Company Ltd. (UK) SCOR UK Group Ltd. (UK) Blue Star Syndicate Management Limited (UK) SCOR Channel Ltd. (Guernsey) Arisis Ltd. (Guernsey) SCOR Switzerland AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland) SCOR Perestrakhovaniye (Russia) General Security Indemnity Company of Arizona (US) General Security National Insurance Company (US) SCOR Reinsurance Company (US) SCOR Canada Reinsurance Company (Canada) SCOR Reinsurance Asia/Pacific Pte Ltd (Singapore) Finimo Realty Pte Ltd (Singapore) SCOR Reinsurance Company (Asia) Ltd (Hong Kong)
Permanent Representative: of SCOR SE at ASEFA S.A.’s Board (Spain). of SCOR Global P&C SE at SCOR Properties' Board (France)
François de Varenne 47 Chief Executive Officer of SCOR Global Investments SE
2005 Chairman of the Board of Directors: SCOR Auber SAS (France) DB Caravelle SAS (France) 5 avenue Kléber SAS (France)
Director : SCOR Alternative Investments SA (Luxembourg) SCOR ILS Fund SA, SICAV-SIF (Luxembourg) SICAV Optimap (Luxembourg)
Paolo De Martin, an Italian citizen, graduated from Ca’ Foscari University, Italy, with a degree in Business Economics. He subsequently spent two years in the optical business as founder and managing partner of an eyewear manufacturer. He joined General Electric Company (GE) in 1995 as a finance trainee in London. In 1997, he joined GE’s internal auditing & consulting Group, charged with assignments in multiple GE businesses in the Americas, Europe and Asia/Pacific. In 2001,
America. He also supervised the “Global Aviation” reinsurance department and developed its “Global Marine” department. In
Freiburg. He worked as a lecturer and research assistant at the University of Freiburg and several other colleges, until he received a PhD in Economics based on research into the econometric modelling of macroeconomic and financial data. From 1999 to 2002, he worked for Gerling-Konzern Globale Rückversicherungs-AG and its UK subsidiary, dealing with pricing and valuation. As at 2003, he headed the Corporate Actuarial & Treasury department of the Revios Group. In 2007, Frieder
Knüpling has headed SCOR’s Corporate Actuarial Department, reporting to the Chief Risk Officer. He was appointed
SCOR Global Life SE and member of the SCOR Group Executive Committee (Group Comex). On 1st October 2012, he was appointed Deputy Group Chief Risk Officer, reporting to Philippe Trainar and in January 2014, he was appointed Group
Chief Risk Officer. Frieder Knüpling is a fellow of the Deutsche Aktuarvereinigung (DAV) and of the Chartered Enterprise
Zürich. Gilles Meyer started his career as an underwriter at Swiss Re before managing the facultative department of La
Baloise in Basel. After 23 years of experience in facultative and treaty reinsurance, Gilles Meyer was Chief Executive Officer of Alea Europe from 1999 to 2006, where he was in charge of property-casualty reinsurance and Life reinsurance, and was
Global Life SE and in January 2014, he became Deputy Chief Executive Officer of SCOR SCOR Global Life SE.
Branch Director. He led the Group’s Business Solutions business area when it was created in 2000, first as Deputy Chief
Philippe Trainar, a French citizen, was Group Chief Risk Officer and member of the Group Executive Committee from 1 April 2010 to 17 January 2014. He is a former student of the Ecole Nationale d’Administration and has a BA in Economics. He held various positions in the French civil service from 1981 to 1999, notably as Head of macroeconomic modelling at the
Commission économique de la nation. Philippe Trainar has also written many scientific works on risk, insurance and solvency, as well as on the economy, which have been published in scientific journals such as the Journal of Risk and
Insurance, the Geneva Papers, and Economie & Statistique, and in the magazine "Risques".
Chaussées. He holds a PhD in finance and graduated as an actuary from the Institut de Science Financière et d’Assurances
Finance & Cie. He joined the Group in 2005 as Director of Corporate Finance and Asset Management. On 3 September 2007, he was named Group Chief Operating Officer. On 29 October 2008, he was appointed Chief Executive Officer of
To our knowledge, during the last five years:  no Director and no member of senior management has been convicted of fraud;  no Director and no member of senior management has been associated with a bankruptcy, sequestration, or liquidation;  no Director and no member of senior management has been the subject of an accusation or official public sanction issued by statutory or regulatory authorities; and
Also refer to Sections 14.1.5 – Negative disclosures about members of the Board of Directors and senior management, 16.4
The Shareholders’ Meeting of the Company held on 28 April 2010 resolved that the annual maximum aggregate amount of
Board of Directors held on 7 March 2011 sets the terms and conditions of the allocation to encourage the attendance of the
(1) Pursuant to the decision made by the Board of Directors on 21 March 2006, the Chairman and Chief Executive Officer receives directors’ fees along with the other members of the Board of Directors of the Company, based on the same conditions for distribution
(1) SCOR Directors whose appointment ended at the Annual General Meeting on 25 April 2013 15.1.2 REMUNERATION OF THE MEMBERS OF THE COMEX AND OF THE EXECUTIVE CORPORATE OFFICER IN 2013
Gross compensation paid in 2013 to the Group Executive Committee members (including the Chairman and Chief Executive
Officer) as at 31 December 2013 amounts to EUR 8 924 916 (1). In addition, they were awarded a total number of 637,000 shares and 436,000 stock options in 2013 for a total estimated value of EUR 10,635,590 (2).
Officer considering that those are in line with SCOR corporate governance principles.
In application of 3 July 2008 Act implementing the European Union Directive 2006/46/CE of 14 June 2006, SCOR shall thus refer to the AFEP-MEDEF governance code in preparing the report to be issued in accordance with article L. 225-37 of the
In compliance with the AFEP (Association of French Private-sector Companies) and MEDEF (French Business
 will receive a target variable annual compensation of 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 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 on the recommendation of the Compensation and Nomination Committee.
(1) In Section 15.1.2 Executive Committee members remuneration, the exchange rates used (official exchange rates of the Registration Document) are: 1 EUR = 1.2316 CHF and 1 EUR = 1.3318 USD (2) The amount corresponds to the IFRS 2 Share-based Payment fair value as described in Section 20.1.6 - Notes to the consolidated financial statements, Note 18 –
Consequently the Chairman and Chief Executive Officer will benefit from any policies that may replace the existing ones.
The Board of Directors, upon the recommendation of the Compensation and Nomination Committee will observe whether or not the performance conditions have been met.
(F) Principles and rules stated for the determination of compensation and in-kind benefits for corporate officers.
Board of Directors of 3 April 2007 decided that for all the grants posterior to that date, the Corporate Officer is required to have as registered shares at least 10% of the shares issued from the exercise of stock-options granted and at least 10% of the performance and free shares granted until the termination of his duties.
The following table presents a summary of the gross compensation of the Corporate Officer for fiscal years 2013, 2012 and 2011: Summary table of the gross compensation granted to the Corporate Officer
The following table presents the summary of gross compensation paid to the Corporate Officer during fiscal years 2013,
In EUR Fixed compensation Variable compensation Director’s fees Gross compensation Advantages
Refer also to Appendix A - Notes to the Corporate Financial Statements, Note 14 - Compensation of the Corporate Officer.
(2) Since 2009, 100% of shares and stock options granted are submitted to performance conditions. The value is calculated according to the same assumptions as those used for the Group accounts (IFRS 2 standard). Please refer to the Sections 17.2.2 and 17.2.3 for the details of the shares and stock-options granted to the Corporate Officer.
Performance shares granted during the period to the Corporate Officer by the issuer or by another company of the Group
Denis Kessler 5 March 2013 125,000 2,343,750 6 March 2015 6 March 2017
In EUR Related to Paid Related to Paid Related to Paid Benjamin Gentsch (Paid in CHF (1)) 927,046 872,678 871,744 817,258 798,583 848,993
Mark Kociancic (Paid in USD) (2) 843,774 334,464 N/A N/A N/A N/A
Paolo De Martin (3) (Paid in CHF (1)) 724,870 888,129 1,262,455 1,261,889 1,233,576 1,189,943
Members of the Executive Committee 7,528,082 6,726,916 6,686,975 6,062,397 5,583,226 5,517,508
Chairman and Chief Executive Officer. The variable portion of the compensation presented in the table below depends, on the one hand, on the achievement of individual objectives and, on the other hand, on the achievement of the Group’s earnings objectives, which are based on return on equity (or ROE).
The following table presents the components of the gross compensation for fiscal years 2013, 2012 and 2011 for the members of the Executive Committee (other than the Chairman and Chief Executive Officer).
Mark Kociancic (Paid in USD) (3) 327,700 509,310 6,764 843,774 N/A N/A
Gilles Meyer (Paid in CHF ) (6) 658,477 470,932 33,809(2) 1,163,218 658,477 447,765
Registration Document) (4) Group CFO until 15 May 2013. In sabbatical (not paid) from 1 July 2013 to 6 January 2014. Chief Executive Officer of SCOR Global Life SE since 17 January 2014. (5) This amount includes a specific bonus of CHF 120,000 for the Transamerica Re acquisition (6) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the average annual exchange rate used is: 1 EUR = 1.2316 CHF (the rate of reference for this Registration Document) (7) This amount includes an expatriation premium related to fiscal year 2011 (8) This amount includes an expatriation bonus for 2012 (9) Philippe Trainar was a member of the Executive Committee until 17 January 2014 as Group Chief Risk Officer. Since that date, he is Chief Economist and Senior
Global Advisor to the Chairman (10) This amount includes an expatriation bonus for 2013
The following table presents the components of the actual gross compensation paid in 2013, 2012, 2011 to the members of the Executive Committee (other than the Chairman and Chief Executive Officer).
Mark Kociancic (Paid in USD) (3) 327,700 NA 6,764 334,464 N/A N/A
(1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2316 CHF (the rate of reference for the Registration Document) (2) Those allowances cover business expenses (3) Group CFO since 15 May 2013. The compensation is paid in USD, the average annual exchange rate used is: 1 EUR = 1.3318 USD. (the rate of reference for this
(1) The compensation is paid in CHF, the average annual exchange rate used is: 1 EUR = 1.2316 CHF (the rate of reference for this Registration Document) (2) Those allowances cover business expenses (3) Group CFO since 15 May 2013. The compensation is paid in USD, the average annual exchange rate used is: 1 EUR = 1.3318 USD (the exchange rate of reference for this Registration Document) (4) Group CFO until 15 May 2013. In sabbatical (not paid) from 1 July 2013 to 6 January 2014. Chief Executive Officer of SCOR Global Life SE since 17 January 2014. (5) This amount includes a specific bonus of CHF 120,000 for the Transamerica Re acquisition (6) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the average annual exchange rate used is: 1 EUR = 1.2316 CHF (the rate of reference for this Registration Document) (7) This amount includes an expatriation premium related to fiscal year 2011 (8) This amount includes an expatriation bonus for 2012 (9) Philippe Trainar was a member of the Executive Committee until 17 January 2014 as Group Chief Risk Officer. Since that date, he is Chief Economist and Senior
(1) The compensation is paid in CHF, the average annual exchange rate used is: 1 EUR = 1.2316 CHF (the rate of reference for this Registration Document) (2) Those allowances cover business expenses (3) Group CFO since 15 May 2013. The compensation is paid in USD, the average annual exchange rate used is: 1 EUR = 1.3318 USD (the rate of reference for this
Free allocation of shares to the members of the executive committee and other company officers as at 31 December 2013.
Each member of the Executive Committee benefits from the use of a vehicle for business purposes; The Chairman and
15.2 Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year 2013
The amount of the additional pension guaranteed by the Group varies from 20% to 50% of the average compensation over the last five years, depending on seniority acquired in the Group at retirement. The additional pension guaranteed by the
Refer also to Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 24 – Related party transactions and
Appendix A – 1.5 – Notes to the corporate Financial statements, Note 6 – Contingency reserves.
16.1 Date of expiration of the current term of office 147 16.2 Information on service contracts of members of Administrative and senior officers 147 16.3 Information on the Audit Committee and the Compensation and Nomination Committee 147 16.4 Corporate governance regime 148
(*) At the end of the Ordinary Annual General Shareholder’s Meeting taking place during the indicated year (1) Cooptation with ratification voted on by the Ordinary General Shareholders’ Meeting of 7 May 2008 16.2 Information on service contracts of members of Administrative and senior officers
Since SCOR SE’s shares are listed on the Euronext exchange, the provisions relating to corporate governance applicable to
SCOR SE include French legal provisions, as well as rules dictated by its market authorities. SCOR believes that its application of corporate governance principles is appropriate and is in compliance with the best practices of corporate governance in effect in France in consideration with AMF rules.
Please refer to Appendix B Report of the Chairman of the Board of Directors – I – Terms and conditions for preparing and organizing the work of the Board of Directors – B Composition of the Board of Directors
17.1 Number of employees 151 17.2 Information on shareholdings and stock options or Company stock purchases by members of Administrative and Management bodies 152 17.3 Plans providing employee participation in Company 159 17.4 Defined pension schemes 171
(1) Each Hub covers a region and may encompass several countries. (2) Paris Hub covers France, Spain, Italy, Belgium, the Netherlands, Russia, South Africa. (3) Americas Hub covers United States, Mexico, Brazil, Canada, Chili and Colombia. In 2011, the former Transamericas Re employees were mostly included in the Hub
Americas. In 2013, the former Generali U.S. were included in the Hub Americas. (4) Zurich Hub covers Switzerland and Israel. (5) Cologne Hub covers Germany and Austria. (6) London Hub covers United Kingdom, Ireland and Sweden. (7) Singapore Hub covers China, Hong-Kong India, Japan, Korea, Malaysia, Singapore, Taiwan and Australia. (8) SCOR Global Life SE controls 100% of the capital of ReMark. Due to its specific activity, its own business model and its own organization, ReMark is managed independently from the Group in terms of human resources. (9) For 2011, 2012 and 2013, the former Transamerica Re employees are included in the SCOR Global Life division. For 2013, Rehalto (24 employees at 31 December 2013) and Telemed (37 employees at 31 December 2013) are subsidiaries (100%) of SCOR Global Life SE, managed independently from the Group in terms of human resources and not aggregated in the division.
(11) For 2013, the Lloyd's Channel Syndicate (49 employees at 31 December 2013) is a subsidiary (100%) of SCOR Global P&C SE, managed independently from the Group in terms of human resources and not aggregated in the division.
Article 10 (“Administration”) of SCOR SE’s bylaws requires that Directors own at least one share of the Company during the term of their directorship.
The table below presents the acquisitions, sales, subscriptions or exchanges of SCOR SE shares as well as operations upon securities linked to SCOR SE made by Directors and Senior managers in 2013.
Directors and officers Operations made in 2013 for a greater amount than
Mr. Andreas Brandstetter Acquisition of shares for a total amount of EUR 10,000
Mr. Peter Eckert Acquisition of shares for a total amount of EUR 10,000
Mrs. Guylaine Saucier Acquisition of shares for a total amount of EUR 10,000
Mrs. Kory Sorenson Acquisition of shares for a total amount of EUR 25,000
Mrs. Fields Wicker-Miurin Acquisition of shares for a total amount of EUR 10,000
The table below presents the stock options and stock purchase allocation plans awarded to the members of the Executive Committee on 31 December 2013: Options exercised
(EUR) Potential transaction volume (EUR) Exercise period 25/08/2014 15/09/2015 14/09/2016 12/09/2017 21/05/2018 22/03/2019 18/03/2020 22/03/2021 23/03/2022 22/03/2017 to 21/03/2023 14/12/2016 12/09/2017 09/09/2018 22/03/2019 18/03/2020 22/03/2021 23/03/2022 21/03/2023 13/09/2011 to 12/09/2017 21/05/2018 22/03/2019 18/03/2020 23/03/2022 21/03/2023 14/09/2016 12/09/2017 09/09/2018
TOTAL 202,459 3,923,704 François de Varenne - 7,308 16/09/2005 15.90 116,197 16/09/2009 to 15/09/2015 14/09/2016 12/09/2017 21/05/2018 22/03/2019 18/03/2020 22/03/2021 23/03/2022 21/03/2023
Reminder of the specific award conditions applicable to the Corporate Officer in respect of the principles AFEP/MEDEF: The Company's Board of Directors of 3 April 2007 decided that for all the grants subsequent to that date, the Corporate
Officer is required to retain as registered shares at least 10% of the shares issued from the exercise of stockoptions granted and at least 10% of the performance shares granted until the termination of his duties.
Finally, in compliance with the AFEP and MEDEF recommendation applicable to the Executive Corporate Officer, he also made a commitment not to resort to the use of hedging instruments on the stock options and/or performance shares which have been granted to him for the whole duration of the term of his office.
No options have been granted by a related company as defined by article L.225-180 of the French Commercial Code.
The allocation of stock options since 2008 is subject if necessary to the satisfaction of performance conditions. Thus, a third of the number of options awarded on 22 May 2008, half of the options awarded on 23 March 2009 and all the options awarded since 18 March 2010 are subject to the satisfaction of performance conditions. However all the options allocated since 23 March 2009 to the Chief Executive Officer are subject to the satisfaction of performance conditions. Please refer to 17.3 of this Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers on 6 March 2013 and 8 March 2012 under number n. D.13-0106 and D.12-0140 for the details of the performance conditions applicable to the stock-options.
For more information on the stock option plans or stock purchase plans, refer to Appendix A – 1.5. Notes to the corporate
17.2.3 FREE ALLOCATION OF SHARES TO THE MEMBERS OF THE EXECUTIVE COMMITTEE AND OTHER COMPANY OFFICERS AS AT 31 DECEMBER 2013
The table below presents the share allocation plans awarded to the members of the Executive Committee on 31 December 2013: Plan Share award rights
TOTAL 242,005 2,389,620 François de Varenne 2005 Plan 7,000 17.97 125,790 01/09/2007
(1) This collective free shares Plan to the employees of the Company that are France residents, under the collective agreement signed on 20 July 2012 as part of the negotiations with the social partners of France, concerning the profit-sharing arrangement established by the 28 July 2011 law which relates to financing for social security in 2011. This plan provides for an identical allocation of five free shares without a presence condition nor a performance condition.
Officer is required to retain as registered shares at least 10% of the shares issued from the exercise of stock-options granted and at least 10% of the performance shares granted until the termination of his duties.
In addition to these conditions specified above, the Company's Board of Directors decided that for all the grants from 2009 plans and following, the Corporate Officer is required to hold a number of shares equal to 5% of the number of performance shares granted as soon as these shares may be sold.
Appendix A – 1.5 – Notes to the Corporate Financial Statements, Note 13 – Employee Share-ownership Plans.
Code, to grant upon proposal of the Compensation and Nominations Committee, on one or more occasions for the benefit of members of staff and the corporate officers, of the Company and companies or groups linked to it in terms of Article L.225180 of the Commercial Code, options entitling to the subscription of new ordinary shares of the Company in issue as to increase its capital, as well as options entitling to purchase shares of the Company from acquisitions made by it as provided by law within the limits of a number of options giving right to a maximum of one million (1,000,000) of shares. This authorization was given for a period of 18 months from 3 May 2012 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 4 May 2011.
Article L.225-180 of the Commercial Code, options entitling to the subscription of new ordinary shares of the Company in issue as to increase its capital, as well as options entitling to purchase shares of the Company from acquisitions made by it as provided by law within the limits of a number of options giving right to a maximum of one million (1,000,000) of shares.
This authorization was given for a period of 24 months from 25 April 2013 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 3 May 2012.
March 2013 stock options to the Chairman and Chief Executive Officer, to members of the Executive Committee and to the highest levels of Partners (Executive Global Partners and Senior Global Partners).
The Partners are key executives, managers, experts, and high potentials formally identified across the Group. Partners are given specific responsibilities in terms of significant achievements, high impact project management and leadership. Therefore, they benefit from a specific and selective program in terms of information sharing, career development and compensation schemes. Partners represent approximately 25% of the total number of staff.
The Company's Board of Directors of 5 March 2013, on the proposal of the Compensation and Nominations Committee of 26 February 2013, decided to allocate 100,000 stock options to the Chairman and Chief Executive Officer and 336,000 stock options to the members of the Executive Committee on 21 March 2013.
Those options can be exercised at the earliest four years after the grant date, if the presence condition (four years) is respected. The exercise price is calculated without discount, based on the weighted average price of SCOR’s shares on the
Euronext Paris over the 20 trading days preceding the decision to award the stock options. The stock options can be exercised on one or more occasions from 22 March 2017 to 21 March 2023 inclusive. From this date, the purchase right shall expire.
Following the authorization by the Shareholders' Meeting on 25 April 2013, the Company's Board of Directors of 31 July 2013, on the proposal of the Compensation and Nominations Committee of 31 July 2013, decided to allocate on 2 October 2013, stock options to a limited number of executive members of Generali U.S. who joined SCOR after the acquisition of
The Chairman and CEO, under the authority given by the Board of Directors held on 31 July 2013 for the implementation of this plan, allocated on 2 October 2013 170,000 stock options to 7 Partners (Executive and Senior Global Partners).
Following the authorization by the Shareholders' Meeting on 25 April 2013, the Company's Board of Directors of 5
November 2013, on the proposal of the Compensation and Nominations Committee of 31 October 2013, decided to allocate on 21 November 2013, stock options to Senior Global Partners hired after 5 March 2013.
The Chairman and CEO, under the authority given by the Board of Directors held on 5 November 2013 for the implementation of this plan, allocated on 21 November 2013 25,000 stock options to 2 Senior Global Partners.
Those options can be exercised at the earliest four years after the grant date, if the presence condition (4 years) is respected. The exercise price is calculated without discount, based on the closing price of SCOR SE on the day before the grant date. The stock options can be exercised on one or more occasions from 22 November 2017 to 21 November 2023 inclusive. From this date, purchase rights shall expire.
The exercise of all of the options granted is subject to the same performance conditions as those decided for the 21 March 2013 Stock Option Plan (for the description of the performance conditions, refer to Section 17.3.1 – Stock Option Plans – 21
The table below presents the total number of stock options allocated in 2012 and 2013 by category within the Group: Total number of stock options allocated in 2013
Refer also to Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 17 – Provisions for employee benefits.
Commercial Code, free allotments of existing or yet-to-be-issued shares of the Company and resolved that the Company's
On 25 April 2013, the Shareholder’s Meeting of the Company, in its twenty-third resolution, had authorized the Company’s
Board of Directors, under the provisions of Articles L.225-197-1 to L.225-197-6 of the Commercial Code, to grant, upon proposal of the Compensation and Nominations Committee, on one or more occasions, to the staff members or to the corporate officer of the Company and of companies or groups affiliated with it pursuant to Article L. 225-197-2 of the French
France, (iii) the beneficiaries will be subject, where appropriate, to an obligation to retain shares in a period of two years from the end of the vesting period for tax residents of France and that the retention period for beneficiaries not tax residents of France would be deleted, and (iv) the Company's Board of Directors of the Company will have the authority to increase the lengths of the acquisition period and the holding obligation period.
Following the authorization by the Shareholders' Meeting on 3 May 2012, the Company's Board of Directors of 5 March 2013, on the proposal of the Compensation and Nominations Committee of 26 February 2013, decided to grant performance shares to the Chairman and Chief Executive Officer, the other members of the Executive Committee and the other Partners.
The Company's Board of Directors of 5 March 2013, on the proposal of the Compensation and Nominations Committee of 26 February 2013, decided to allocate 125,000 performance shares to the Chairman and Chief Executive Officer and 336,000 performance shares to the other members of the Executive Committee.
The Chairman and CEO, under the authority given by the Board of Directors held on 5 March 2013 for the implementation of this plan, allocated on 5 March 2013 946,250 performance shares to the other Partners (522) of the Company.
All the shares awarded to the Chairman and Chief Executive Officer, to the other Executive Committee members, to the
Executive Global Partners and Senior Global Partners and half of the allocations awarded to the other Partners (below
Partners and the Senior Global Partners, the performance conditions will be deemed satisfied if, in addition to the mandatory condition (5) below, at least three out of the four other conditions listed below are met: (1) The SCOR financial strength rating by S&P must be maintained at a minimum of "A" in 2013 and 2014; (2) SCOR Global P&C's combined ratio must be less than 100% on average in 2013 and 2014; (3) SCOR Global Life's technical margin must be higher than or equal to 3% on average in 2013 and 2014;
The performance conditions will be deemed satisfied if, in addition to the mandatory condition (5), at least three of the four other conditions listed above are met. Nevertheless, if condition (4) is not met and, in addition, one of the three performance conditions (1), (2) or (3) is considered not to have been met, only a reduced percentage of the initial performance share allocation, in accordance with the table below, will be granted:  For the other beneficiaries (below Senior Global Partners, the performance conditions will be deemed satisfied if, in addition to the mandatory condition (5) below, at least three of the four other conditions listed below are met: (1) The SCOR financial strength rating by S&P must be maintained at a minimum of "A" in 2013 and 2014; (2) SCOR Global P&C's combined ratio must be less than 100% on average in 2013 and 2014; (3) SCOR Global Life's technical margin must be higher than or equal to 3% on average in 2013 and 2014; (4) The SCOR Group's ROE for the financial years ending 31 December 2013 and 31 December 2014 must be higher than (or equal to) 600 points above the risk-free rate on average.
This compensation scheme reflects best market practices and aims to involve and associate our key employees in the
All the shares made under the LTIP are subject to the satisfaction of the performance conditions. The performance conditions are defined as follows:  on one hand, in addition to the mandatory condition (5), at least three of the four other conditions listed below will have to be met: (1) The SCOR financial strength rating by S&P must be maintained at a minimum of "A" in 2013 and 2014; (2) SCOR Global P&C's combined ratio must be less than 100% on average in 2013 and 2014; (3) SCOR Global Life's technical margin must be higher than or equal to 3% on average in 2013 and 2014; (4) The SCOR Group's ROE for the financial years ending 31 December 2013 and 31 December 2014 must be higher than (or equal to) 300 points above the risk-free rate on average.
- and on the other hand, a market condition based on the comparison of the Total Shareholder Return (TSR) of SCOR with its main peers over two periods of respectively three and six years (respectively between 2013 and 2016 and between 2013 and 2019) will have to be met. The performance criterion based on the TSR will be appreciated by considering the average
"Volume-Weighted Average Price - VWAP" of the shares of SCOR SE (and the ones of the peer group of comparison) over a period preceding the award and the average VWAP of the shares of SCOR SE (and the ones of the peer group of comparison) before the end of the period under consideration.
The Chairman and CEO, under the authority given by the Board of Directors held on 31 July 2013 for the implementation of this plan, allocated on 2 October 2013 287,500 performance shares to 35 Partners and 16,800 free shares to Non Partners.
All the shares awarded to the Executive Global Partners and Senior Global Partners and half of the allocations awarded to the other (below Senior Global Partners) beneficiaries, are subject to the satisfaction of the same performance conditions as those set for the 5 March 2013 performance shares and free shares (for the description of the performance conditions, refer to Section 17.3.2 – Free Share allocation plans – 5 March 2013 performance shares). The free shares awarded to the Non-
November 2013, on the proposal of the Compensation and Nominations Committee of 31 October 2013, decided to grant performance shares on 5 November 2013 to certain Partners employed after 5 March 2013 and some Partners of sensitive businesses in order to retain them long term.
The Chairman and CEO, under the authority given by the Board of Directors held on 5 November 2013 for the implementation of this plan, allocated on 5 November 2013 74,700 performance shares to 14 Partners.
Partners) beneficiaries, are subject to the satisfaction of performance conditions (for the description of the performance conditions, refer to Section 17.3.2 – Free Share Allocation Plans – 5 March 2013 performance shares).
All the shares awarded to the Senior Global Partners and half of the allocations awarded to the other (below Senior Global
The Chairman and CEO, under the authority given by the Board of Directors held on 5 November 2013 for the implementation of this plan, allocated on 18 December 2013 37,500 performance shares to 9 Partners.
Total number of shares allocated in 2012 (excluding LTIP and PPP)
Total number of beneficiar ies in 20112(exc -luding LTIP and PPP)
The following table shows the free shares plans currently in force within the Group: Shareholders meeting and Company's Board of Directors
Requirement of presence at the company as at 5 March 2015 Performance
From 30 October 2012 to 30 October 2016 included No holding period 12 22,000
Requirement of presence at the company as at 19 March 2014
Requirement of presence at the company as at 12 December shares
Requirement of presence at the company as at 2 March 2012
Requirement of presence at the company as at 16 March 2011
Requirement of presence at the company as at conditions Treasury shares included / No holding period
Refer also to Section 20.1.6 – Notes to the consolidated financial statements, Note 18 – Stock options and share awards.
On 25 April 2013, the Combined Shareholders’ Meeting of the Company in its twenty-fourth resolution delegated its authority to the Company’s Board of Directors in order to increase the share capital by issuing shares reserved for employees of the company and of French and foreign companies affiliated with it pursuant to Article L. 225-180 of the French Commercial
As at the date of the Registration Document, the Company’s Board of Directors has not exercised this authorization. This authorization was granted for a period of eighteen months as at the date of the Combined Shareholders’ Meeting on 25 April 2013.
Several defined contributions and benefits pensions schemes are settled in the Group and presented below.
The following table provides an overview of the primary defined contribution pension schemes in place in the Group.
Additional pension guaranteeing 20% to 50% of the average last 5 years salaries according to seniority if the beneficiary is at SCOR at retirement (closed since 2008).
Payment of the pension benefits is based on the duration of affiliation to the Pension Scheme. The pension schemes serve the purpose of supplying benefits to the employees in their retirement and in the event of occupational (Professional) disability, as well as at ensuring provisions in case of an employee’s death.
Pension(2) 1 The pension is equal to 1/60th of Final Pensionable Salary for each year of membership of the scheme up to Normal Retirement Date.
18.1 Significant shareholders known to SCOR 175 18.2 Negative statement as to the absence of differences between the voting rights of various shareholders 178 18.3 Direct or indirect control by one 18.4 Agreement which could result in a subsequent change in control 178
(1) The percentage of voting rights is determined on the basis of the number of shares at closure, excluding the Company’s own treasury shares. (2) Source: TPI and Ipreo.
(1) The percentage of voting rights is determined on the basis of the number of shares at closure, excluding the Company’s own treasury shares (2) Source: TPI and Ipreo
To SCOR's knowledge, there was no other shareholder than those indicated in the table above holding, directly or indirectly, alone or in concert, more than 2.5% of the share capital or voting rights of the Company as at 31 December 2013, 31
There is no covenant stipulating preferential terms for the sale or purchase of Ordinary Shares eligible for trading, or for which application is pending, on a regulated stock market and representing 0.5% or more of our share capital or voting rights that has been notified to the AMF. No Ordinary Shares have been pledged.
To SCOR’s knowledge, there are no shareholder agreements or other agreements among Company shareholders pursuant to which they act in concert. To the Group’s knowledge, there have been no transactions between Directors, officers, or shareholders holding more than 2.5% of the Company’s share capital (or of the company controlling them) and the
Pursuant to Article 8 (“Rights attached to each share”) of the bylaws (statuts), each Ordinary Share gives its owner the right to one vote at the Shareholders’ Meetings and the bylaws (statuts) do not stipulate shares having the right to a doub le vote.
In addition, there is no statutory limitation on voting rights. Therefore, the shareholders of the Company do not have different voting rights.
On 24 March 2011, BlackRock Inc., on behalf of funds and its clients, declared that it had fallen below the thresholds of 5.00% of the capital and voting rights in SCOR and that it held 9,256,125 shares representing 4.93% of the capital in SCOR.
On 13 May 2011, Amundi Asset Management declared that the three portfolio management companies of group Amundi, i.e.
Amundi, Société Générale Gestion and Etoile Gestion SNC, further to an acquisition made on 12 May 2011 had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that they held in their OPCVM 5,248,186 shares.
Amundi, Société Générale Gestion and Etoile Gestion SNC, had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that they held in their OPCVM 4,689,713 shares.
On 4 July 2012, Alecta Pensionsförsäkring declared that it had fallen below the registered thresholds of 5.00% of the capital and voting rights in SCOR and that they held 9,400,000 shares representing 4.90% of the capital and voting rights in SCOR.
19.1 Related party transactions 181 19.3 Special report of the auditors on regulated agreements and commitments 181
Commerce), and Article R. 322-7 of the French insurance code (Code des assurances) to evaluate the benefits resulting from these agreements and commitments prior to their approval.
In accordance with article L. 225-40 of the French commercial code (Code de Commerce), we have been advised of certain related party agreements and commitments which received prior authorization from your Board. Three new agreements and commitments were signed during the year. Moreover, certain agreements which were authorized in a prior year and which were continued during the year were amended during 2013.
Related Persons Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Member of the Board of Directors of
BNP Paribas and Mrs. Fields Wicker Miurin as Member of the Board of Directors of SCOR SE and BNP Paribas.
The Convention, as modified by subsequent amendments gave rise to an expense of USD 100,000 by SCOR SE
Terms On 25 April 2013, the Board of Directors of SCOR SE authorized the signature by SCOR SE, pursuant to Article
Paribas and Deutsche Bank, in the context of the financing of the acquisition of Generali U.S.A Life Reassurance
The Convention gave rise to an expense of USD 1,310,949 during the financial year 2013.
Related Persons Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Chairman of the board of directors of
Group’s debt carried by SCOR for maintaining the Group’s aggregate solvency and confirming its rating.
Pursuant to this agreement, SCOR Global P&C SE retroceded a portion of its activities and reserves to SCOR SE.
This retrocession allows the requirements of the rating agencies with regard to the Group’s rating to be addressed. In effect, the retrocession rate is adjusted based on capital needs with regard to activity cycles. The rating agencies confirmed that they are maintaining their rating with regard to this new organization of the Group.
On 3 August 2007, SCOR Global P&C SE adopted the form of Societas Europaea at the time of the merger absorption of its wholly owned subsidiaries SCOR Italia Riassicurazioni SpA and SCOR Deutschland.
Due to the completion of this merger on 3 August 2007, (but retroactive to 1 January pursuant to the terms of the merger agreement), the contracts underwritten by its German subsidiary fall under the scope of the retrocession agreement which resulted in a significant increase in the volume of retrocessions from SCOR Global P&C SE to SCOR
The Board of Directors of SCOR SE, at its meeting of 13 November 2007, authorized and approved, pursuant to Article
L.225-38 of the French Commercial Code, the signature of the amendments to the retrocession agreement signed by
SCOR SE and its subsidiary Global P&C SE on 4 July 2006.
branch of SCOR Global P&C SE in London and the business transfer from SCOR UK Company Ltd to this branch, the
French Commercial Code, the signature by SCOR SE, of an amendment #5 to the retrocession agreement signed between SCOR and SCOR Global P&C SE on 4 July 2006.
 decrease the advance in cash of SCOR Global P&C SE to SCOR SE,
The commitments under amendment #5 took effect on 1 October 2010.
At its meeting of 3 May 2012, the Company's Board of Directors authorized and approved, pursuant to Article L. 225-38 of the French Commercial Code, the signature of amendments #6 and #7 to the retrocession agreement signed between SCOR SE and SCOR Global P&C SE on 4 July 2006.
Amendment #6 to the retrocession agreement aims at modifying the commission paid by SCOR SE to SCOR Global
Nature and purpose of the agreement Commitments for the benefit of Mr. Denis Kessler.
Terms The Board of Directors, at its meetings of 4 May and 27 July 2011, in accordance with articles L. 225-38 and L. 225-421 of the French Commercial Code, and upon the recommendation of the Compensations and Nominations Committee, renewed the commitments for the benefit of the Chairman and Chief Executive Officer, which had been decided by the
May 2012, and are described in Appendix B - Report of the Chairman of the Board of Directors on the conditions for preparing and organizing the work of the Board and on internal control procedures and risk management in accordance with Article L. 225-37 of the French Commercial Code.
Code and with the provisions of Article L. 225-40 of the French Commercial Code, the Board of Directors of the
In the event that the Chairman and Chief Executive Officer is dismissed for fault or following a manifestly negative performance of the Company (the non-realization of the performance condition (C_n) defined below for at least two of the three preceding years), no indemnity will be paid to the Chairman and Chief Executive Officer.
Directors at the time of attribution: thereby focusing on the common interest to add value to the Group in the scope of the offer.
The modifications of the commitments to the Chairman and Chief Executive Officer have been published five days after their adoption.
3. With SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG and SCOR Rückversicherung (Deutschland) AG (absorbed by SCOR Global Life SE on 19 October 2010)
SCOR Global Life SE, SCOR Global P&C SE and SCOR Switzerland AG.
Nature and purpose of the agreement Authorization to issue a First Demand Guarantee within the framework of the Stand-By Letter of Credit Facility.
Terms At its meeting of 2 March 2010, the Board of Directors of the Company authorized, pursuant to Article L.225-38 of the
Nature and purpose of the agreement Agreement of financial cover of US regulations “Triple X” with CALYON.
Agreement”) dated 13 December 2005 (for the purposes of this Section, the “Agreement”).
L.225-38 of the French Commercial Code, the reiteration in favor of Crédit Agricole Corporate and Investment Bank
(formerly CALYON) of the guarantee issued previously within the framework of SFS-CALYON Letter of Credit
The signature of the retrocession framework agreement between SCOR SE and SCOR Global Life SE (then named
SCOR Vie) was authorized by the Board on 16 May 2006, pursuant to the provisions of Article L. 225-38 of the French
On 25 July 2007, SCOR Global Life SE adopted the form of Societas Europaea (SE) at the time of the merger absorption of its wholly owned subsidiary SCOR Global Life Rückversicherung AG (formerly named Revios
On 15 April 2009, for these same reasons and taking into account the 2008 UK reorganization, i.e. the creation of a branch of SCOR Global Life SE in London and the business transfer from SCOR Global Life Reinsurance UK Ltd to this branch, the Board of Directors approved a new addendum to the retrocession agreement to exclude the business written by the newly created branch in London of the scope of the retrocession agreement.
French Commercial Code, the signature, of an amendment #3 to the retrocession agreement signed by SCOR SE and
The annual financial statements regarding the retrocession agreement cannot be issued if the financial statements of the concerned retroceding companies are not available, which could lead to different maturities (including post-closing date) of the concerned financial year, and lengthens and complicates the management and the follow-up of the agreement and considerably increases costs.
Therefore, the amendment aims to:  amend the terms of the agreement in order to modify the accounting approach and turn as at 2010 to the clean-cut accounting principle instead of the run-off accounting principle, which will lead to a decrease in costs;  review the commissions’ conditions in order to decrease the results’ volatility;  exclude the portfolio of the SCOR Global Life SE’s UK, Netherlands and Labuan branches from the scope of the agreement.
Amendment #3 was executed on 21 December 2010 with retroactive effect from 1 January 2010.
Related Persons Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as member of the board of directors of
a) Nature and purpose of the 1st agreement Authorization prior to the signature of a cash-pooling contract with BNP Paribas.
This agreement between SCOR and BNP Paribas was signed on 20 October 2008. It gave rise to the payment by
Terms The Board of Directors’ meeting held on the 18 March 2008 and the 26 August 2008 authorized the signature by its
Chief Executive Officer, pursuant to Article L.225-38 of the French Commercial Code, with the power of delegation, of legal documentation relating to the notional cash-pooling agreement and in particular, the Intragroup Cash
This agreement gave rise to the payment by SCOR SE to BNP Paribas of non-material amounts during the 2011, 2012 and 2013 financial years.
SE and SCOR Global Life SE (grantors, jointly and severally liable) and Transamerica Corp. (beneficiary).
French Commercial Code, the signature of the Stand-By Letter of Credit Facility Agreement (the “Facility Agreement”), finalized with BNP Paribas, for the issue of stand-by letters of credit (“SBLC”), with regard to the Group’s insurance and reinsurance activity for a maximum amount up to USD 400,000,000.
USD 550 million, update the regulatory references with regard to the pledge of financial instruments.
Reinsurance Ireland Ltd) as additional borrower after the closing of its acquisition, allow to put in place SCOR Global
(absorbed by SCOR Global Life SE on 19 October 2010) from the scope of the Facility Agreement, update the list of existing guarantees and securities.
Switzerland AG. The other companies within the Group could equally benefit from this agreement as amended.
Life Reinsurance Ireland PLC has been subrogated into the rights and obligations of SCOR International Reinsurance
The companies party to this agreement, as amended, are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE,
On 30 October 2012, the Board of Directors of SCOR SE authorized the signature by SCOR SE of the amendment #4 to the Facility Agreement concluded on 23 December 2008 with BNP Paribas in order to subrogate SCOR Global Life
The Facility Agreement, as amended, gave rise to no payment during the 2011, 2012 and 2013 financial years.
7. With SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG and SIRI (absorbed on 1 January 2013 by SCOR Global Life Reinsurance Ireland Plc)
Related Persons Mr. Denis Kessler as Chairman and Chief Executive Officer or SCOR SE and as Chairman of the boards of directors of
SCOR Global P&C SE, SCOR Global Life SE and SCOR Switzerland AG.
Mr. Peter Eckert as member of the Board of Directors of SCOR SE and as member of the board of directors of SCOR
Terms At its meeting of 27 July 2011, the Company’s Board of Directors authorized, pursuant to Article L.225-38 of the French
Negotiations have been conducted with Commerzbank in order to:  allow SCOR entities, party to this agreement, to request issue of letters of credit;  allow the accession of SIRI as client after the closing of its acquisition;  put in place SCOR SE’s joint several liability regarding the commitments under this agreement of the other
Pursuant to an accession letter dated 19 September 2011, SIRI adhered to the Facility Agreement. SCOR Global Life
Reinsurance Ireland PLC has been subrogated into the rights and obligations of SCOR International Reinsurance
This Facility Agreement was executed on 27 July 2011 and gave rise to the payment of USD 179,166.67 during the financial year 2011, USD 116,995.83 in 2012 and USD 96,170.38 in 2013.
8. With SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG and SIRI (absorbed on 1 January 2013 by SCOR Global Life Reinsurance Ireland Plc)
SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and SIRI (absorbed by SCOR Global Life
French Commercial Code, the issuance by SCOR SE, regarding the stand-by letter of credit facility agreement with
SIRI. SCOR Global Life Reinsurance Ireland PLC has been subrogated into the rights and obligations of SCOR
Switzerland AG and SCOR Global Life Reinsurance Ireland Plc. The other companies within the Group could equally benefit to this agreement.
Mr. Patrick Thourot as member of the Board of Directors of SCOR SE (Mr. Patrick Thourot ceased his duties as member of the Board of Directors of SCOR SE on 15 April 2009).
10. With SCOR Global Life SE; SCOR Global P&C SE; SCOR Switzerland AG; SCOR Global P&C Ireland Ltd (formerly Irish Reinsurance Partners Ltd); SCOR Channel Ltd; SCOR Financial Services Ltd; SCOR UK Company Ltd; SCOR Global Life Reinsurance Ireland Ltd; SCOR Perestrakhovaniye; SCOR Reinsurance Company Ltd (US); General Security Indemnity Company of Arizona; General Security National Insurance Company; SCOR Canada Reinsurance Company; SCOR Global Life Reinsurance Company of Texas; SCOR Global Life Americas Reinsurance Company; SCOR Life Reassurance Company; SCOR Life Assurance Company; SCOR Reinsurance Asia/Pacific Pte Ltd; SCOR Reinsurance Company (Asia) Ltd; SCOR Africa Ltd; SCOR Global Life Australia Pty
SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG, SCOR Reinsurance Company Ltd (US), SCOR
Perestrakhovaniye, SCOR Global Life U.S. Re Insurance Company and SCOR Canada Reinsurance Company.
Mr. Daniel Lebègue as member of the Board of Directors of SCOR SE (Mr. Daniel Lebègue ceased his duties as member of the Board of Directors of SCOR SE on 25 April 2013).
Mr. Peter Eckert as member of the Board of Directors of SCOR SE and as member of the boards of directors of SCOR
Mr. Daniel Valot as member of the Board of Directors of SCOR SE and as member of the board of directors of SCOR
Nature and purpose of the agreement Remuneration of the parent company guarantees granted by SCOR SE to the benefit of the reinsurance subsidiaries and of the upstream guarantees granted by SCOR Global P&C SE and SCOR Global Life SE to the benefit of SCOR
At its meeting of 7 March 2011, the Company’s Board of Directors authorized, pursuant L.225-38 of the French
of the upstream guarantees issued or to be issued to the benefit of SCOR SE, at a rate of 1 for one thousand, on a basis related to technical reserves. The amounts due under the upstream guarantees will be able to be compensated with amounts due under the parental guarantees granted by SCOR SE. This decision amends the terms of the authorizations rendered during its 18 March 2008 Board meeting.
During its meeting held on 5 March 2013, the Board of Directors of SCOR SE renewed the authorization, in compliance with article L. 225-38 of the French Commercial Code, to sign in the name and on behalf of the Company, one or several parental guarantee letters.
Poor's, AM Best, Moody's and Fitch Ratings of a financial rating equal to the one granted to the Company and facilitate the commercial relationships of the reinsurance subsidiaries with cedents and brokers. SCOR SE guarantees, through a guarantee letter named "parental guarantee", the duties of its subsidiaries deriving from their insurance and reinsurance agreements.
20.1 Historical financial information: consolidated financial statements 195 20.2 Auditing of historical consolidated financial information 297 20.3 Sources of financial information not extracted from the audited Financial Statements of the issuer and indication of such absence of audit 300 20.4 Date of most recently audited financial 20.5 Interim and other financial information 300 20.6 Dividend distribution policy 300 20.7 Litigation and arbitration procedures 300 20.8 Material change in financial or commercial situation 300