Directive 2003/71/CE (the “Regulation (EC) 809/2004”), the following information is included by reference in this registration document (the “Registration Document”):  SCOR SE’s corporate and consolidated financial statements for the financial year ended 31 December 2010 and the report of the statutory auditors regarding said financial statements as presented in SCOR SE’s registration document filed with the AMF on 8 March 2011 under number D.11-0103.
5 Information about the issuer 42 5.1 History and development of the issuer 42 5.1.1 Legal name and commercial name of the issuer 42 5.1.2 Place and registration number of issuer 42 5.1.3 Date of incorporation and length of life of issuer 42 5.1.4 Domicile and legal form of issuer, legislation governing its activities, country of incorporation, address and telephone number of its registered office 42 5.1.5 Important events in the development of the issuer’s business 44 5.2 Investments 47 5.2.1 Principal investments made over the past three financial years 47 5.2.2 Principal investments in progress 49 5.2.3 Principal future investments 49 6 Business overview 50 6.1 Primary activities 54 6.1.1 The reinsurance business 54 6.1.2 Breakdown of the Group’s business 55 6.2 Principal markets 69 6.2.1 Breakdown of gross premiums by business segment 69 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 72 6.5 Information on SCOR’s competitive position 73 6.5.1 Non-Life reinsurance 73 6.5.2 Life reinsurance 74 7 Organisational structure 76 7.1 Brief description of the Group and of the position of the issuer 80 7.1.1 Group operating companies 80 7.2 List of issuer’s significant subsidiaries 82 8 Property, plant and equipment 84 8.1 Major existing or planned property, plants and equipment 86 8.2 Environmental issues that may affect the utilization of property, plants and equipment 87 9 Operating and financial review 90 9.1 Financial position 90 9.2 Operating results 91 9.2.1 Consolidated operating results 91 9.2.2 SCOR Global P&C 92 9.2.3 SCOR Global Life 95 9.2.4 Retrocession 96 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 96 10 Capital resources 97 10.1 Capital 99 10.2 Cash flow 99 10.3 Borrowing conditions and financing structure 99 10.4 Restrictions on the use of capital 100 10.5 Sources of financing relating to the future investments by the Company and to its property, plant and equipment 100 11 Research and development, patents and licenses 101 11.1 Research and development activities 103 11.2 Information technologies 104 12 Trend information 105 12.1 Most significant trends in production, sales, inventory, costs, and selling prices since the end of the last financial year 107 12.1.1 Non-Life 107 12.1.2 Life 109 12.2 Known trends, uncertainties, demands, commitments and events reasonably likely to have a material effect on the issuer’s prospects 109 13 Profit forecasts or estimates 111
 The historical financial information included in the Registration Document was certified by the auditors. Their reports are reproduced in Section 20.2 and Appendix A of this document, and incorporated by reference for financial years 2010 and 2009, in section 20.2 and Appendix A of the 2010 Registration Document and in section 20.2 and Appendix A of the 2009 Registration Document. The audit reports on the 2010 Consolidated
ERNST & YOUNG Audit Represented by Mr. Guillaume Fontaine Tour First 1, Place des saisons 92400 Courbevoie France
On the date of the Shareholder’s Meeting called to approve the financial statements of the financial year ending 31 2.1.2 ALTERNATIVE AUDITORS
SCOR SE, and its consolidated subsidiaries (“SCOR” or the “Group”), is the world’s 5th largest reinsurer (1) serving more than 4,000 clients from its organizational Hubs located in Cologne, London, Americas (U.S.), Paris, Singapore (Asia
The 2011 year end results and balance sheet strength demonstrate the effectiveness of SCOR’s strategy which is based on high business and geographical diversification and focuses on traditional reinsurance activity.
The current financial strength ratings of the Group are “A” positive outlook from Standard & Poor’s (“S&P”), “A2” positive outlook from Moody’s, ”A” positive outlook from Fitch and “A” from AM Best.
(7) Average invested assets comprise total insurance business investments net of funds withheld and cash and cash equivalents, adjusted for (in EUR millions) net unrealized gains and losses on real estate (2011: 119; 2010: 115; 2009: 101); real estate related debt (2011: (247); 2010: (191); 2009: (144)); accrued interest on fixed income (2011: 91; 2010: 115; 2009: 101); and derivative instruments (2011: 158; 2010: 94; 2009: 104)
 Published net combined ratio was 98.9% for the year ended 31 December 2010 and 96.8% for the year ended 31 December 2009.
4.1 Risk related to the business environment 22 4.6 Insurance of specific operational risks (excluding reinsurance activity) 39 4.7 Risk and litigation : Reserving methods 45
Document, and specifically with:  Appendix B – Report from the Chairman of the Board of Directors on the terms and conditions for preparing and organizing the work of the Board of Directors and on internal control and risk management procedures in accordance with article L.225-37 of the French Commercial Code - 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 Note 26 – Insurance and financial risk.
 Section 6 – Business Overview and Section 20 – Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses.
These sections describe the risk management measures, processes and hedging positions planned or implemented by the Group in order to identify, assess and mitigate the risks.
The Group’s results of operations could be materially affected by conditions in the global capital markets and the economy generally, in France, other countries in continental Europe, the United Kingdom (“the U.K.”), the United States of America (“the U.S.”) and elsewhere around the world. Many economies around the world are experiencing negative macroeconomic trends, including widespread job losses, higher unemployment and lower consumer spending. Any continued deterioration in macroeconomic trends could have an adverse effect on SCOR’s business and results of operations. The stress experienced by global capital markets, in both debt and equity, that began in the second half of 2007 continued and substantially increased during 2008. Despite a modest recovery in 2009, 2010 and 2011, global capital markets have exhibited extreme volatility in securities prices, contractions in the availability of credit, the failure of a number of companies and a growing threat of sovereign default, including the downgrade by Standard & Poor’s on 5
August 2011 of the long-term credit rating of U.S. Treasury debt from AAA to AA+ and the current banking and sovereign debt crisis in Europe. While SCOR does not currently own any securities issued by the governments of
Greece, Italy, Spain, Ireland or Portugal, it cannot predict whether any of the other government securities that it holds in its investment portfolio will be adversely affected in the future by ratings downgrades, the continuing debt crisis or other developments. For further information on investments, refer to “Section 6 – Business Overview – 6.1.5 Investments” and
“Section 20.1.6 – Notes to the financial statements, Note 6 – Insurance Business Investments”
material adverse effect on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Governmental initiatives intended to alleviate the current financial crisis that have been adopted may not be effective and, in any event, are expected to be accompanied by other initiatives, including new capital requirements or other regulations, that could materially affect SCOR’s results of operations, financial condition and liquidity in ways that it cannot predict
U.K., Euro-zone and other countries, may fail to stabilize the financial markets. This legislation and other proposals or actions may also 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.
SCOR is exposed to Uncertainty of the effects of emerging claim and coverage issues
4.1 Risk related to the business environment 4.1.1 SCOR IS EXPOSED TO DIVERSE RISK FACTORS IN THE NON-LIFE AND LIFE REINSURANCE BUSINESSES
For further details on terminology used to described the Group activity, refer to “Section 6 – Business Overview.”
Group is subject to the quality of claims management by ceding companies and other data provided by them. In spite of these uncertainties, the Group seeks to ensure that sufficient reserves are available to cover its liabilities.
Generally, SCOR’s ability to increase or maintain its portfolios of reinsurance risks in its Non-Life and Life divisions may be subject to external factors such as economic risks and political risks.
Non-Life insurance and reinsurance businesses are cyclical. Historically, reinsurers have experienced significant fluctuations in operating income due to volatile and unpredictable developments, many of which are beyond the control of the reinsurer including primarily, frequency or severity of catastrophic events, levels of capacity offered by the market and general economic conditions and to varying extents the price competition and capacity available.
"Section 6 – Business overview, 6.1.3.2 Distribution by Production Source." Because broker business is concentrated with a small number of brokers, SCOR is exposed to concentration risk. A significant reduction in the business generated through these brokers could potentially reduce premium volume and net income.
See “Section 20 – Note 26, Insurance and financial risk – Non-Life Reinsurance risks” for further information on risk mitigation actions.
“Section 4.2 – Market risk” and “Section 4.2.3 – SCOR is exposed to other risks arising from the instruments it owns”).
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. Products providing cover for medical expenses are subject to the risk of higher than anticipated incidence rates and inflation of medical costs.
Longevity risk refers to the risk of a negative deviation from planned results due to the insured or annuitant living longer than assumed in the pricing of the insurance cover. This risk exists within annuity and long-term care covers and within other longevity protection products.
SCOR Global Life is also exposed to risks related to policyholder behavior. This includes risks such as lapsation, antiselection at policy issue, resale of policies, unexpected number of exercises of policy options by the policyholder, and fraudulent applications.
In general, for most individual life covers, the policyholder and the insured person are identical. The pricing of these policies is based on this assumption. However, there is a trend, especially in the U.S., where policyholders that can no longer afford or for other reasons do not want to continue to pay the premiums, are selling their polices and the eventual death benefit to third parties who continue to pay the premium. These “stranger owned life insurance,” or STOLI, lead to deviations between actual and expected lapse rates which can be a risk to the insurer and reinsurer of the cover.
Certain life insurance products include guarantees, most frequently with respect to premium rates, insurance benefits, and surrender or maturity values, or guarantees with regard to interest accrued on reserves or policyholder funds. Other guarantees may exist, for example, with regard to automatic adjustments of benefits or options applied in deferred annuity policies.
increase over time and are normally in excess of reserves required under IFRS in other jurisdictions. The increase and the ultimate level of XXX reserves will depend upon the mix of business and future production levels in the U.S.
 If SCOR, or its retrocessionaires, are unable to obtain or provide sufficient collateral to support their statutory ceded reserves, it may be required to increase regulatory reserves. In turn, this reserve increase could significantly reduce statutory capital levels and adversely affect SCOR’s ability to satisfy required regulatory capital levels that apply, unless it is able to raise additional capital to contribute to its operating subsidiaries.
See “Section 20 – Note 26, Insurance and financial risk – Life Reinsurance” for further information on risk mitigation actions.
Despite interdependence, there is no guarantee that SCOR is protected from unexpected changes in Life or Non-Life claims frequency or severity or erroneous assumptions in the underwriting and pricing that 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.
December 2007 by the Terrorism Risk Insurance Extension Act, was renewed for seven years, until 31 December 2014 by the Terrorism Risk Insurance Program Reauthorization Act (“TRIPRA”). It established a federal assistance program to help insurance companies cover claims related to terrorist acts. TRIPRA requires that terrorist acts be covered by insurers. Despite TRIPRA, and the federal aid that it provides, the U.S. insurance market is still exposed to some significant risks in this area. Therefore, SCOR monitors very closely its exposure to the U.S. market, primarily because of the insurance obligation created by the law. In addition to the commitments described above, SCOR does reinsure, from time to time, terrorist risks, usually limiting, by event and by year of insurance the coverage that ceding companies receive for damage caused by terrorist acts.
Like most reinsurance companies, SCOR is exposed to environmental pollution and asbestos related risks, particularly in the U.S. Insurers are required under their contracts to notify the relevant reinsurer of any claims or potential claims that they are aware of. However, the Group often receives notices from insurers of potential claims related to environmental and asbestos risks that are not precise enough, as the primary insurer may not have fully evaluated the loss at the time it notifies it of the claim. Due to the imprecise nature of these claims, the uncertainty surrounding the extent of coverage under insurance policies and whether or not particular claims are subject to any limit, the number of occurrences and new developments regarding the insured and insurer liabilities, it can, like other reinsurers, only give a very approximate estimate of its potential exposure to environmental and asbestos claims that may or may not have been reported.
The reserve amount for these risks in addition to the number and the amount of losses are indicated in “Section 20.1.6 –
Different types of GMDBs are covered, including return of premium, ratchet, roll-up and reset. Guarantees that increase over time are, for a majority of the assumed business, only applied up to a certain age. See “Section 20.1.6 – Notes to the financial statements, Note 16 – Contract Liabilities.” This implies that SCOR Global Life will be released from the risk when the beneficiary reaches this age limit.
Note 16 – Contract Liabilities.” See also “Section 4.1.4 – SCOR could be subject to increased reserves from business that it does not actively underwrite – B. SCOR is exposed to Guaranteed Death Benefit (GMDB) products.”
SCOR’s U.S. operations include both on-going and run-off portfolios. The latter principally consists of risks arising from various classes of insurance and reinsurance business written in the U.S. from the end of the 1990’s to 2002 by SCOR
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.
As is the case for all other reinsurers, the inherent uncertainties in estimating reserves are compounded by the significant periods of time that often elapse between the occurrence of an insured loss, the reporting of the loss to the primary insurer and ultimately to SCOR. In addition, reserving practices may differ among ceding companies.
Reinsurance is a highly competitive sector. As is the case for all other reinsurers, SCOR’s position in the reinsurance market is based on several factors, such as its financial strength as perceived by the rating agencies, its underwriting expertise, reputation and experience in the lines written, the countries in which it operates, the premiums charged, as well as the quality of the proposed reinsurance structures, the services offered and the speed at which claims are paid.
Furthermore, the Group’s reputation can be affected by adverse events concerning competitors. For example competitors’ bad results could have a significant impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Non-Life in the U.S. and U.K. 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
In addition, if SCOR’s rating deteriorates, certain stand-by letter of credit facilities would require a higher level of collateralization and would increase the cost of the letters of credit. The timing of any review of the Group’s financial ratings by the rating agencies is also very important to its business since the Non-Life contracts and treaties are renewed at various set times throughout the year.
S&P existing methodology. A change in this methodology could lead to (i) a disqualification for equity credit of the notes and (ii) force SCOR SE to exercise the option that is offered in such case to redeem the notes. More information about subordinated debt appears in “Section 20.1.6 — Notes to the financial statements, Note 14 — Financial Debt."
Many of SCOR’s reinsurance treaties, notably in the U.S. and in Asia, and also increasingly in Europe, contain clauses concerning the financial strength of the Company and/or its guaranteed operating subsidiaries, and provide for the possibility of early termination for its cedants if the rating of such subsidiaries is downgraded, or when its net financial position falls below a certain threshold, or if it carries out a reduction in share capital. Accordingly, such events could allow some of SCOR’s cedants to terminate their contract commitments, which could have a material adverse effect on its revenues, net income, cash flow, financial position, and potentially, on the price of its securities.
Banks providing such facilities usually ask SCOR to post collateral. Its value retained by the bank, which can be different from the market value since it includes haircuts, is at maximum equal to the amount of the LOC facility. In the case of a
LOC being drawn by a cedant, the bank has the right to request a cash payment from this collateral, up to the amount drawn by the cedant. It enforces by offsetting the collateral the Group posted to such bank.
Moreover, some of SCOR’s facilities contain conditions about its financial situation which, if not met, constitute a default and might result in the suspension of the use of current credit facilities and/or a prohibition on obtaining new lines of credit or result in the need to negotiate new LOC facilities under adverse conditions, which could have an adverse effect on its revenues, net income, cash flow and financial position.
SCOR, as every company, must comply with laws and regulations. Furthermore, as an international Group, it must take into account international laws and regulations. The level of legal or regulatory requirements depends on the location and the legal structure of the entity. The risk is that it might not respect the level of required compliance appropriate to each location and legal structure. Its reputation could be affected. In particular, it writes some direct insurance business on a business-to-business basis to cover certain non-life large industrial risks for property and casualty.
For direct business, SCOR is subject to the laws, regulations and tax rules governing direct insurance which can create specific compliance risks (i.e. different from those relating to reinsurance business). Any violation of such laws and regulations could expose SCOR to legal risks or class actions.
In the case of medical underwriting (including SCOR Telemed, a subsidiary of SCOR Global Life), some information required from the policyholders may be confidential. SCOR Telemed is a dedicated tele-underwriting company. The company uses IT software to conduct telephone interviews and has a specialized underwriting system to assess individual risks. There is a risk regarding compliance with data privacy laws in force in each country.
Management of risk requires, among other things, policies and procedures to record properly and verify a large number of transactions and events. SCOR’s risk management policies and procedures may not be sufficient. Many of its methods for managing risk and exposures are based upon the use of observed historical market behavior or statistics based on historical models. As a result, these methods may not fully predict future exposures, which can be significantly greater than the historical measures indicate, particularly in unusual markets and environments. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that is publicly available or otherwise accessible to SCOR. This information may not always be accurate, complete, upto -date or properly evaluated. Furthermore, the Group cannot exclude the possibility of exceeding SCOR’s risk tolerance limits due to an incorrect estimation of its risks and exposures. If its policies and procedures prove to be insufficient, the business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities could be materially and adversely affected.
SCOR’s businesses, financial condition and results of operations. Future acquisitions may have a dilutive effect on the ownership and voting percentages of existing shareholders. The Group may also finance future acquisitions with debt issuances or by entering into credit facilities, each of which could adversely affect its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities.
 the possibility that the value of investments acquired in an acquisition, may be lower than expected or may diminish due to credit defaults or changes in interest rates and that liabilities assumed may be greater than expected (due to, among other factors, less favorable than expected mortality or morbidity experience, or increase reserving of long tail lines of business).
A failure to successfully manage the operational challenges and risks associated with or resulting from acquisitions could adversely affect SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities.
(SCOR not having always been granted complete access to exhaustive data at the time of the acquisition) and the integration work performed to date, there is a risk that all financial elements may not have been fully and or correctly 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.
D. SCOR could be exposed, due to acquired companies, to certain litigation matters
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. So, in the event of default of the retrocessionaire, SCOR would be liable to lose the coverage provided by its retrocessionaires whereas it would retain liability to the cedant for the payment of all claims covered under the reinsurance contract.
Thus, the inability of its cedants to fulfill their financial obligations could affect SCOR’s current and future revenues, net income, cash flow and financial position.
Some capacities SCOR offers are not achievable solely with its current available capital. These capacities (mainly catastrophic and large risks) rely on retrocession whereby it purchases, mainly on a one-year basis, additional resources
The Group’s liabilities are exposed to an increase in the rate of general inflation (prices and salaries) which would require an increase in the value of non-life reserves, in particular in respect of long-tail business, e.g., general liability and motor bodily injury claims. In addition, SCOR is exposed to claims inflation over and above general inflation and in particular to the inflation of court awards in respect of general liability and bodily injury claims.
On the other hand, an increase in interest rates and/or fluctuations in the capital markets could lead to a fall in the market value of fixed income securities that we hold. In the case of a need for cash, SCOR may be obliged to sell fixed income securities, possibly resulting in capital losses to the Group.
For information on the maturities of financial assets and liabilities, related interest rates and sensitivities to interest rate fluctuations as well as the allocation of the fixed income securities portfolio by rating of the issuer, see “Section 20.1.6 –
The impact of a uniform drop of 10% in equity markets is included in “Section 20.1.6 – Notes to the financial statements,
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.
4.2.3 SCOR IS EXPOSED TO OTHER RISKS ARISING FROM THE INVESTMENTS IT OWNS
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.) and on the alternative investment portfolio (e.g. hedge funds, infrastructure, commodities, private equity, etc.).
The rental income of the property portfolio is exposed to the variation of the indices on which the rents are indexed (in
(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.
See “Section 20 – Note 26, Insurance and financial risk – Market risk” for further information on risk mitigation actions.
SCOR publishes its consolidated financial statements in euros, but a significant part of its income and expenses, as well as its assets and liabilities, are denominated in currencies other than the Euro. Consequently, fluctuations in the exchange rates used to convert these currencies into Euros may have a significant impact on its reported net income and net equity from year to year.
As a result, changes in the exchange rates used to convert foreign currencies into Euros, particularly the fluctuation of the U.S. dollar against the euro, have had and may have in the future, an adverse effect on the Group’s consolidated shareholders’ equity. SCOR does not fully hedge its exposure to this risk. The impact of the fluctuation in the exchange rates used to translate foreign currencies into Euros on its consolidated shareholders’ equity is described in “Section 20.1.5 – Consolidated Statements of Changes in Shareholders’ Equity.”
SCOR has issued debt instruments in currencies other than the euro, currently U.S. dollars and Swiss Francs, and to the extent that these are not used as a hedge against foreign currency investments, it is similarly exposed to fluctuations in exchange rates.
For the 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 financial statements, Note 26 – Insurance and Financial Risk.”
The recognition of deferred tax assets, i.e., the likelihood of recognizing sufficient profits to offset losses in the future, depends on applicable tax laws and accounting methods as well as the performance of each entity concerned. The occurrence of events, such as changes in tax legislation or accounting methods, operational earnings lower than currently projected or losses continuing over a longer period than originally planned could lead to the derecognition of deferred tax assets.
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
4.3 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 AMOUNTS WHICH EXCEED THE AMOUNT OF AVAILABLE LIQUIDITY
Liquidity risk is increased in situations of market disruption as SCOR may need to sell a significant portion of its assets quickly and at unfavorable terms. Additional information on the Group’s liquid assets is included in “Section 20.1.6 –
Some facilities SCOR uses to grant letters of credit to cedants require a 100% collateral in case of non-compliance with financial covenants or in case of a decrease in the Group’s financial strength rating. Significant changes in the Group’s solvency or rating could force it to collateralize these facilities at 100%, which would thus result in a deterioration of its liquidity level. Additional information on SCOR’s letter of credit facilities is included in “Section 20.1.6 — Notes to financial statements, Note 25 – Commitments Received and Granted.”
The capital and credit markets have been experiencing extreme volatility and disruption. In some cases, the markets have exerted downward pressure on availability of liquidity and credit capacity for certain issuers.
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; and access the capital necessary 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 group’s results of operations, financial condition, cash flows and statutory capital position could be materially adversely affected by disruptions in the financial markets.
4.4 Legal risk 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
As of 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. Furthermore, these authorities are concerned primarily with the protection of policyholders and policy beneficiaries, rather than shareholders or creditors. The diversity of the regulations to which the Group is subject has been substantially reduced by the implementation into French law of Directive n. 2005/68/EC (the “2005 Directive”)
France and in all European countries. The 2005 Directive defines minimal conditions common to all member States of the European 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.
SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
4.4.3 CHANGES IN CURRENT ACCOUNTING PRACTICES AND FUTURE PRONOUNCEMENTS MAY MATERIALLY IMPACT SCOR’S REPORTED FINANCIAL RESULTS
Unanticipated developments in accounting practices may require SCOR to incur considerable additional expenses to comply with such developments, particularly if it is required to prepare information relating to prior periods for comparative purposes or to apply the new requirements retroactively. The impact of changes in current accounting practices and future pronouncements cannot be predicted but may affect the calculation of net income, net equity and other relevant financial statement line items and the timing of when impairments and other charges are tested or taken.
In particular, recent guidance and ongoing projects put in place by standard setters globally have indicated a possible move away from the current insurance accounting models toward more “fair value” based models which could introduce significant volatility in the earnings of insurance industry participants.
See “Appendix B – II. Internal control and risk management procedures, C. Principal activities and participants of risk control” for further information on risk mitigation actions.
The “Solvency II” European Directive, no. 2009/138/CED of November 25, 2009, related to the solvency standards applicable to insurers and reinsurers ("Solvency II Directive"), defines the principles and rules that will apply to the appreciation and control of risk in order that the companies in the sector will be able to attain their strategic, operational, analysis, reporting and compliance objectives.
Under Solvency II regulations, some of the Group’s cedants’ credit models will depend on its financial rating. If its rating deteriorates, these cedants could be forced to increase their capital charge in respect of their counterparty risk on SCOR.
SCOR operates in numerous tax jurisdictions around the world. Tax risk is the risk associated with changes in tax law or in the interpretation of tax law. Additionally, tax laws and regulations may change with retroactive impact. Tax risk also includes the risk of changes in tax rates and the risk of failure to comply with procedures required by tax authorit ies.
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 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 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
 Civil liability risks related to the operation of the company caused by employees and real estate, professional liability risks, civil liability risks of directors and officers, and fraud.
Refer to “Section 20.1.6 – Notes to the financial statements, Note 1 – Accounting principles and methods.”
Incorporated: 16 August 1855 under the name Compagnie Impériale des Voitures de Paris; name changed to SCOR
Eurolist market of Euronext Paris. As of the date of this Registration Document, the SCOR SE shares are also listed on the SIX Swiss Exchange (formerly SWX Swiss Exchange) in Zurich since 8 August 2007 and tradable over-the-counter mailto:scor@scor.com
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 China, India, New Zealand, Malaysia, Taiwan, Japan and Korea through branches or service companies.
In the region, each entity is subject to local supervision regardless of 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
SCOR was founded in 1970, at the initiative of the French government and with the participation of the Paris insurance market place, to create a reinsurance company of international stature under the name of Société Commerciale de
Réassurance, was progressively reduced in favor of insurance companies that were active on the French market.
In 1989, the Group and UAP Reassurances, a subsidiary of the state-owned Société Centrale de l’Union des
SCOR share capital. The Company listed its Ordinary Shares on the Paris stock exchange and changed its name to
SCOR S.A. on 16 October, 1989 and to SCOR on May 13, 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
combined Revios and SCOR Vie to create SCOR Global Life SE. SCOR Global Life SE is now one of its three primary operational entities (along with SCOR Global P&C SE and SCOR Global Investments SE, described below), with responsibility for the Life reinsurance business.
SE announced that it held 98.67 % of the share capital of ReMark. Since 2009, SCOR Global Life SE holds 100% of the share capital of ReMark. Established in 1984, ReMark is an important player of the direct global marketing of Life insurance products. In August 2007, SCOR acquired,Converium (which became SCOR Holding (Switzerland) AG
(“SCOR Holding 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.
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 Asia Pacific Hub;  on 27 January 2009 for the Zurich Hub;  on 24 February 2009 for the Paris Hub.
On 7 January 2008, SCOR Holding (Switzerland), the former Converium, delisted its ADSs from the NYSE. SCOR
SCOR SE to the Malakoff Médéric Group of 3,459,075 of its treasury Ordinary Shares. In addition, Malakoff Médéric
Group, in accordance with its commitment, acquired on the market, as from November 2008, an additional number of
SCOR SE shares enabling it to hold 3% of the share capital and voting rights of SCOR SE. As part of the 31 July 2008 transaction, the Company entered into a five-year commercial agreement with Malakoff Médéric Group. Malakoff
Committee chaired by the Group Chairman and Chief Executive Officer. SCOR Global Investments SE was approved by the French market regulator (Autorité des marchés financiers or “AMF”) as a portfolio management company with effect from 15 May 2009. As a regulated asset management company, SCOR Global Investments SE carries out its activities on an arms-length basis and with the operational independence required under Article L. 214-9 of the French monetary and financial code. In 2011, SCOR Global Investments SE has managed assets solely for SCOR and not for third parties.
On 1 November 2010 Lloyd’s Market Franchise Board gave its “in principle” approval to the creation of Channel
Syndicate 2015.SCOR is the sole capital provider for Channel Syndicate, which in 2011 had an initial annual stamp capacity of GPB 75 million. Underwriting by the Channel Syndicate began on 5 January 2011. The portfolio of Channel
Syndicate focuses on shorter tail lines of direct insurance business in markets outside the US, including property, marine, accident and health, financial institutions and professional liability. On 21 December 2010, the Mexican Ministry of
Global Life SE Oficina de Representación en Mexico. This office supports the activity of SCOR Global Life SE on the
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. This sale of its US fixed annuity business, for USD 57 million, is in line with the Group’s strategy to develop Life reinsurance activities around biometric risks, as set out in the Group’s strategic plan
On 9 August 2011, SCOR has finalised the acquisition of the mortality portfolio of Transamerica Re, a part of AEGON.
The transaction also includes the acquisition of an Irish legal entity, which underwrites Transamerica Re business. The total consideration for the acquired business amounts to USD 919 million, including a statutory capital of USD 497 million for the Irish entity at the closing date. This acquisition was financed without issuance of new shares.
Transamerica Re is the world’s 3rd largest Life reinsurer in the U.S. based on the volume of its business in 2009 and the 7th largest reinsurer based on its net earned premium in 2010. SCOR Global Life and Transamerica Re business have been merged into a new entity SCOR Global Life in North America: SCOR Global Life Americas Reinsurance Company
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 Luxemburg. This fund enables institutional investors to benefit from extreme natural catastrophe market risks,such as hurricanes, earthquakes and storms. With US$ 100 million in seed capital provided by the Group, Atropos marks the Group’s entry into the business of third-party asset management. 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.
Refer to Section 20.1.6 – Notes to the consolidated financial statements - Note 26 - Insurance and financial risk for the detailed ranking by maturity of fixed-term investments in the Group’s portfolio as at 31 December 2011.
Refer to Section 8 – Property, plant and equipment for a description of risk management connected with our investments in real estate.
“Contribution Treaties”) executed between SCOR SE and Patinex, on the one hand, dated 16 February 2007, and between SCOR SE and Alecta, on the other hand, dated 18 February 2007, with compensation consisting of 80% SCOR
“Contributions”). A description of the contributions can be found in the document drawn up by SCOR SE, filed with the
On 26 February 2007, the Company published a pre-announcement of a mixed public offer in Switzerland (the “Offer”)
Francs per share, including all shares that may be issued prior to the expiration of the offer period (including all additional delays for accepting the Offer) and excluding those shares held by Converium or acquired in the future by
Converium or its subsidiaries, as well as those Converium shares admitted to trading on the New York Stock Exchange
SE share and converted into Swiss francs on the basis of the euro/Swiss franc exchange rate in effect on the day the
Prospectus which was published and filed with the Swiss takeover board (“TOB”) as of 5 April 2007 as amended on 12
37,187,741.20 as payment of EUR 0.40 per Converium share contributed, i.e. CHF 61,400,679.50 after conversion into
On 22 October 2007, SCOR announced that it held more than 98% of the voting rights of SCOR Holding (Switzerland)
A request for cancellation of the 2,840,816 shares of SCOR Holding (Switzerland) was filed on 25 October 2007 with the
(Switzerland), to (i) issue 1,420,408 SCOR SE shares and (ii) to pay CHF 15,624,488 and (iii) EUR 1,136,326.40 corresponding to the dividend paid by SCOR SE for 2007 to be paid in Swiss francs at the exchange rate applicable on the day preceding the cancellation of the remaining shares, 5 June 2008 (i.e., EUR 1 = CHF 1.61630) (such amount being financed out of SCOR’s own total equity).
 528,201 SCOR SE treasury shares to the URRPIMMEC (Union des Régimes de Retraites et de Prestations en cas d’invalidité et de maladie des Industries Métallurgiques, Mécaniques, Electriques et Connexes).
On 30 June 2011, the Group acquired company 5 avenue Kléber SAS, whose primary asset is an office building in Paris as described in Section 20.1.6.5 – Notes to the Consolidated Financial Statements – Note 5: Tangible assets and real estate investments.
SCOR's success relies on the consistent implementation of the four principles on which its strategic plans, Dynamic Lift and now, Strong Momentum, are based, i.e. a high diversification, a robust capital shield, a strong franchise and a controlled risk appetite. Success in implementing such a strategy requires that, at regular intervals, the Group assesses whether opportunities which may present themselves relating to the optimization of its business portfolio via acquisitions and cessions and which would be likely to deliver value for its shareholders are in line with this consistent set of principles. Thus, the closing of such operations should only occur within this consistent framework, for the best interest of SCOR SE, its Group and its shareholders.
In September 2010, SCOR launched a new three year Strategic Plan, known as “Strong Momentum,” which replaced its previous strategic plan for 2007-2010, known as “Dynamic Lift.”
Momentum V1.1 (“SMV1.1”). SMV1.1 confirms the four "cornerstones" of the Group's business model, described in greater detail below, and the three main targets set in 2010 by SMV1.0 for the period 2010-2013, also described below.
In addition, SMV1.1 takes into account the August 2011 acquisition of the mortality reinsurance business of
As compared to the previous strategic plan "Dynamic Lift", SMV1.1 therefore targets slightly higher expected returns coupled with slightly higher earnings volatility. The Group believes an increase in risk appetite is appropriate given its increased size and stronger balance sheet and risk management as compared to the prior three-year plan period.
The weighted average used for this calculation is based on the percentage of SCOR's managed assets denominated in the currency of each such asset.
 a robust “Capital Shield” policy, with a four layer-framework that is optimized according to severity and frequency levels of risks: - traditional retrocession, which includes a combination of proportional / non-proportional, per-event and aggregate covers; - alternative risk transfer solutions, which include the securitization of catastrophic risk in the form of
ILS and mortality swaps (see “Section 6 — Business overview, 6.1.3 Underwriting, Catastrophe Risk and Claims” and “Section 20.1.6 — Notes to the financial statements, Note 8 — Derivative assets”)
and provide multiyear protection that is not dependant on short-term market fluctuations;
- buffer capital, defined as the amount of capital having an annual probability of total erosion of 1 in 33
Statements — Notes to the consolidated financial statements, Note 8 — Derivative assets.”
Risk tolerances are the limits required by SCOR’s stakeholders (e.g., clients, shareholders, regulators etc). The
Reinsurance is a contract under which a company, the reinsurer, agrees to indemnify an insurance company, the ceding company, against all or part of the primary insurance risks underwritten by the ceding company under one or more insurance contracts. Reinsurance differs from insurance, primarily because of its higher level of mutualization by geography and by line of business. Reinsurance can provide a ceding company with several benefits, including a reduction in liability on individual risks and catastrophe protection from large single losses or events or series thereof.
Reinsurers, including SCOR, are usually compensated for the provision of such advisory services through the cedants’
In facultative reinsurance, the ceding company cedes and the reinsurer assumes all or part of the risks covered by a particular specified insurance policy or by insurance policies related to a specific ultimate group insured in the same program. Facultative reinsurance is negotiated separately for each insurance contract that is reinsured. Facultative reinsurance is normally purchased by ceding companies for individual risks not covered by their reinsurance treaties, for amounts in excess of the monetary limits of their reinsurance treaties and for unusual risks. Underwriting expenses and, in particular, personnel costs, are higher relative to premiums written on facultative business because each risk is
individually underwritten and administered. The ability to separately evaluate each risk reinsured, however, increases the probability that the underwriter can price the contract more accurately to reflect the risks involved.
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, or excess of loss or stop loss, basis, the reinsurer indemnifies the ceding company against all or a specified portion of the losses sustained, on a claim by claim basis or in the aggregate 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.
Although the frequency of losses under a quota share reinsurance contract is usually greater than on an excess of loss contract, it is generally simpler to predict the losses on a quota share basis and the terms and conditions of a quota share contract can be structured to limit the indemnity offered under the contract. A quota share reinsurance contract therefore does not necessarily imply that a reinsurance company assume greater risk exposure than on an excess of loss contract.
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.
“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
The SCOR Global P&C division operates in four business areas being: Property and Casualty Treaties; Specialty Lines
Global Life also offered fixed annuity contracts in the US direct insurance markets.
Manager. Hub shared service costs are allocated to the divisions based on a headcount allocation key. For a description of the Hub structure, see “Section 7.1.1.5 — Structuring in “hubs"
SCOR Global P&C carries out its operations through a European Company (Societas Europaea) incorporated in France,
SCOR Global P&C SE, which has branches in Spain, Italy, Switzerland, the U.K. and Germany and a network of dedicated subsidiaries, branches and representative offices in the U.K., the Americas and Asia-Pacific, as well as composite subsidiaries and branches (which also operate in the Life division) in Russia, South Africa and China.
SCOR Global Life also carries out its operations through a European Company (Societas Europaea) incorporated in
P&C teams (primarily based in Europe). Under credit insurance, the insurer covers the risk of losses from the nonpayment of commercial debts. Surety insurance is a contract under which a guarantor makes a commitment to a beneficiary to perform the obligation to ensure payment by or to pay the debt of the secured debtor. Political risk insurance covers the risk of losses due to measures taken by a government or similar entity which endangers the existence of a sales contract or commitment made by a public or private citizen of the country in which the covered
operations are performed. SCOR underwrites these risks through proportional and non-proportional treaties as well as facultative reinsurance.
Insurance for the space sector cover the launch preparation, launch, and the in-orbit life operation of satellites, primarily commercial telecommunication and earth observation satellites. SCOR underwrites these risks through treaties and facultative reinsurance.
C. Business Solutions (large corporate accounts underwritten essentially on a facultative basis and occasionally as direct insurance)
Provides coverage to manufacturing and heavy industries (automotive, pulp and paper, aeronautics / defense, high tech)
The risks shared with the ceding and/or captive companies are high-value industrial or technically complex risks. In property and casualty lines, such as Property Damage & Business Interruption, Construction All Risks, Erection All Risks,
SCOR’s Life division is divided into eight lines of business:  Life;  Life Financing Reinsurance;  Disability;  Long-Term Care;  Critical Illness;  Health;  Annuities; and
These treaties were issued mainly in the late 1990’s. Different types of Guaranteed Minimum Death Benefits are covered, including return of premium, ratchet, roll-up and reset.
to cross-sell into selected markets, such as Taiwan, Korea and Sweden.
Health represents a small proportion of SCOR Global Life’s portfolio. It is written predominantly in the Middle East with a book inherited from Converium, and small volumes in markets such as France and Canada. The SCOR Global Life approach to underwriting of health risks is selective, with a careful market entry strategy.
with a zero percent floor, or a fixed interest rate which are credited to the policyholder’s account value. With the sale of
Consistent with the Group's strategy of selective market and business division development, SCOR seeks to maintain a portfolio of business risks that is strategically diversified both geographically and by line and class of business. The
In order to mitigate its property exposure, the Group retrocedes a portion of the risks it underwrites. See “Section 6 —
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 small and medium size facultative risks in their respective territories within the limits of their delegated underwriting authority and the scope of underwriting guidelines.
The Group's Property and Casualty Treaties and Specialty Lines underwriting teams are also supported by the SCOR
Global P&C actuarial pricing function, headed from Zurich. This function is responsible for the pricing methods and tools to be applied by the pricing actuaries, who team up with underwriters and modelers by market or by lines of business, as well as for monitoring and referral of non-standard business.
Property and Casualty treaties is handled by duly qualified members of the Property and Casualty Treaties underwriting teams.
Pricing guidelines and parameters are set to provide consistency and continuity across the organization but also to take into account differences between markets and lines of business as well as the geographical location of the client and the risks insured. Parameters are revised at least once a year to consider, as the case may be, the changing market conditions and environment. Contracts that meet certain risk thresholds are subject to mandatory peer reviews that have
In order to reduce potential behavioral risk, SCOR Global Life carries out a thorough assessment of the client, the client’s target clientele, the market and the design of the insurance product.
Peak mortality, disability and critical illness risks are covered either by surplus per life retrocession programs, or, in some cases, by excess of loss per life or per event retrocessional coverage.
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 commitment per risk and per event. In particular, these guidelines specify the type and the terms and conditions under which business is considered as acceptable.
The activities of Non-Life and Life reinsurance take place in two different market environments. They are subject to heterogeneous external constraints, which generally have only very limited correlation with each other. The diversification and the overall balance between these two business areas within the Group represent stabilizing factors.
The direct reinsurance market remains an important distribution channel for reinsurance business written by the Group.
‘Cat pricing’ and ‘system & processes’. For Cat pricing, a matrix organization described in the guidelines has been implemented in each Hub, distributing the responsibility of Cat pricing to the Cat modelers, the pricing actuaries or the underwriter. In addition, a system of Cat referrals has been introduced in excess of a given threshold.
estimates that its potential maximum losses for catastrophes, before retrocession, come from windstorms in Europe, hurricanes in the U.S., typhoons in Japan or from earthquakes in Japan or the U.S.
These tools enable the Group to quantify its exposure in terms of a probable maximum loss (“PML”) at var ious 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.
Specifically designed retrocession programs aim to protect its life reinsurance business. One program protects assumed catastrophe excess of loss acceptances, the other protects the retained lines in respect of all other acceptances.
SCOR allows an inventory of insured persons across SCOR Global Life’s markets and is fed with single risk information
A table showing historical changes in reserves for Non-Life claims is provided in Section 20.1.6 - Notes to the consolidated financial statements, Note 16 - Contract liabilities.
Asbestos and Pollution risks, and some treaties written by the former Converium company acquired by SCOR.
As a consequence of the difficulties described above regarding the correct reserving of risks and their annual revision in
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.
An analysis of the share of retrocessionaires in contract liabilities by rating of the retrocessionaires and collateral from retrocessionaires in favor of SCOR at 31 December 2011 and 2010 is presented in Section 20 – Financial information concerning the issuer's assets and liabilities, financial position and profits and losses, Note 16 – Contract liabilities.
The Group seeks to reduce its dependence on traditional retrocession and diversify its strategy in light of a potentially continued volatile retrocession market by using alternative risk transfer solutions, which includes the securitization of catastrophic risk in the form of ILS. Accordingly, on December 21, 2006, SCOR signed a multi-year catastrophe property retrocession agreement with Atlas III Capital Limited, a special purpose vehicle organized pursuant to the laws of Ireland and financed by the issuance of a catastrophe bond (“cat bond”). The purpose of Atlas III was to provide EUR 120 million in additional retrocession coverage for SCOR SE and its subsidiaries against exposure to storms in Europe and earthquakes in Japan, the losses of which were determined by a model over a period running from 1 January 2007 to 31
European series. This transaction will succeed Atlas V, which is due to mature on 24 February 2012 and provides
geographical cover that is similar to that covered by Series 2011-1 of Atlas VI. See " Section 9 – Operating and financial review, 9.2.4 Retrocession." Atlas V Capital Limited, Atlas VI Capital Limited Series 2010-1, 2011-1 and 2011-2 have been accounted for as derivatives and are considered as balance sheet protection.
In 2008, SCOR Global Life SE signed a four-year mortality swap (the “1st tranche”) with an affiliate of J.P. Morgan
Details on swaps are disclosed in Section 20.1.6 Notes to the consolidated financial statements, Note 8 – Derivative instruments.
Officer and is composed of the Group Chief Financial Officer, the Group Chief Risk Officer, the Chief Economist, the
Chief Executive Officer of SCOR Global P&C and the Chief Executive Officer of SCOR Global Life, the Chief Executive
The Group has a prudent investment policy and put great importance on several selection criteria including internal assessments, the rating provided by the rating agencies to the issuer and the liquidity of the securities purchased. See
 The equity risk is also controlled by the definition of maximum exposures per stock or mutual fund and is reviewed regularly (e.g., exposure to large-cap stocks will generally be greater than exposure to mid-cap stocks). The control ratios on mutual funds are also reviewed regularly, based on the mutual fund’s holdings.
At 31 December 2011, SCOR’s total investments and cash were EUR 21,429 million (EUR 20,878 million as at 31
December 2010). The increase in total investments and cash as compared to 2010 was mainly due to the acquisition of
The portion invested in equities decreased from EUR 1,304 million at 31 December 2010 to EUR 1,247 million at 31
The portion invested in fixed income investments decreased from EUR 10,197 million at 31 December 2010 to
EUR 8,372 million at 31 December 2011. As set forth in SMV1.1, 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 in the short term. The outlook for the world economy in 2012 and beyond continues to be extremely uncertain, with certain possible future outcomes (e.g., a double-
dip scenario, a return of inflation or a sudden rise in interest rates) potentially having a significant negative impact on
SCOR's total investments and cash. Its investment strategy is designed to immunize itself as much as possible from the negative consequences of these shocks.
In terms of credit quality, most of the fixed income portfolio continued to be invested in AAA fixed incomes securities (for approximately EUR 3,079 million at 31 December 2011), primarily securities issued or secured by governments or in securities of very high-quality issuers. 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.
U.K.), primarily Germany, France, the Netherlands and the UK (EUR 1,479 million in the aggregate). As at 31 December 2011 SCOR had no government bonds exposure to Greece, Ireland, Portugal, Spain or Italy. SCOR's total exposure to covered and agency MBS in its investment portfolio was EUR 839 million at 31 December 2011. SCOR's total exposure to corporate bonds in its investment portfolio was EUR 3,413 million at 31 December 2011, of which exposures to
Fair value through income fixed income 38 0.2% 9 0.1% 124 0.6%
Loans and receivables (excluding short term investments) 8,098 37.9% 7,639 36.6% 7,742 38.8%
Liquidity (cash and cash equivalents+ short term investments) 3,055 14.2% 1,266 6.0% 1,654 8.2%
SCOR is exposed to credit risk on the fixed income securities in its investment portfolio. See Section 4 – Risk factors, 4.1.14 SCOR is exposed to losses due to counterparty default risks or credit risk. See also Section 20.1.6 – Notes to the financial statements, Note 26 – Insurance and Financial Risk – Credit Risk. SCOR mitigates these risks by implementing a policy of geographic and sector diversification. Limits by counterparty exposure and by rating are also defined. A
retrospective quarterly analysis by division (business sector, geographical area, counterparty, rating) enables critical risks to be identified and evaluated in order to take appropriate actions.
Non-Life reinsurance. The portfolio business volume split for the year ended 31 December 2011, including
 the geographic diversification of the Group’s business by: - operating in a large number of countries, both mature and emerging; - maintaining its policy of positioning itself in strong-growth markets (for example, by opening Life representative offices in Israel and Mexico, reinforcing SCOR’s organizational structure in Latin
Zealand markets); - obtaining a composite reinsurance license in China, enabling SCOR to add Life & Health reinsurance services to the existing Non-Life activities and backing a new Lloyds syndicate (Channel Syndicate), which constitutes a complementary route for the Group to optimize its access to business that is not currently being underwritten).
The acquisition of the mortality reinsurance business, including the operational assets and personnel of
Transamerica Re, completed in August 2011, further enhanced the geographical diversification of the Group, and provides SCOR with a number two position in life reinsurance in the U.S. based on assumed recurring new business volume according to the 2010 Munich American SOA Survey.
Disability, Long-Term Care, Critical Illness, Health, Annuities and Personal Accident), and in Non-Life reinsurance by business area (Property and Casualty Treaties, Specialty Treaties, Business Solutions (large corporate accounts underwriting essentially on a facultative business/occasionally direct insurance) and Joint
In 2011, SCOR generated approximately 49% of its gross written premiums in Europe (53% for the year ended 31
December 2010), with significant market positions in France, Germany, Spain and Italy, 31% of its gross written premiums in North America, including Bermuda and the Caribbean region (27% for the year ended 31 December 2010)
The following table shows the breakdown by gross volume of Life and Non-Life premiums written by geographic area based on the country in which the ceding company operates for treaty business and location of the insured for facultative business: Total SCOR Global Life SCOR Global P&C In EUR million 2011 2010 2009 2011 2010 2009 2011 2010 2009
On 1 October 2010, Standard & Poor’s raised the outlook on the “A” rating of SCOR SE and its main subsidiaries from
SCOR's financial profile. This mainly stems from the group's improved earnings, strong capitalization, and a strong enterprise risk management (ERM) programme.”
According to A.M. Best the change in outlook reflects A.M. Best’s expectation that SCOR will continue to demonstrate strong resilience to the impact of the financial crisis and global economic downturn, its sound enterprise risk management, and anticipated improvement in risk adjusted capitalization supported by profitable growth in its main lines of business.
“strong". According to Standard & Poor’s the ERM ratings upgrade reflects the Group’s excellent risk management culture, excellent emerging risk management, strong strategic risk management and strong or at least adequate risk controls for the Group’s major risks.
SCOR competes for business in the European, American, Asian and other international markets with numerous international and domestic reinsurance and insurance companies, some of which have a larger market share than its own, greater financial resources and, in certain cases, higher ratings from the rating agencies. Competition in the types of reinsurance and insurance that the Group underwrites is based on many factors, including financial strength as perceived by the rating agencies, underwriting expertise, reputation and experience in the lines of reinsurance and insurance written, country of operation, premiums charged, the quality of the proposed reinsurance structures, the services offered and the speed at which claims are paid.
SCOR’s competitors include independent reinsurance companies, subsidiaries or affiliates of established worldwide insurance companies, and reinsurance departments of certain primary insurance companies. Among the Group’s major competitors there are European reinsurers (for example, Swiss Re, Munich Re and Hannover Re) and U.S. and
Bermudian reinsurers (for example, PartnerRe, RGA, Ace, Axis Capital, Transatlantic Re, Odyssey Re, General Re and
Thus, the renewals at 1 January 2011 experienced a stable expected technical profitability and return on capital in line with the objectives of the “Strong Momentum” plan, due to dynamic management of the portfolio. In addition, the average weighted rates were stable in an environment of slight rate decreases, with a few upward and downward exceptions such as Energy and US Cat driven by loss experience. In the meanwhile, the terms and conditions remainedunchanged. Finally, the Group benefited from a significant increase in written premiums, demonstrating the Group’s momentum on the reinsurance markets as well as the strength of its franchise.
The key characteristics of these SCOR Non-Life renewals at 1 January 2011 were as follows (all figures below are at constant exchange rates):  stable weighted average underwriting ratio (-0.2 percentage points), hence stability of expected technical profitability;  13% rise in gross written premiums to a total of EUR 2,056 million, including two major quota share contracts one motor treaty in the UK and one whole account treaty in China - corresponding to 2 new “Strong Momentum”
initiatives and representing growth of 6%;  prices virtually stable, with a weighted average decrease of around 0.2%;  continued active portfolio management, with 7% of the premiums up for renewal cancelled and 12%
restructured;  no change in the portfolio profile, remaining underweight in US long-tail Casualty and to a lesser extent in US
Cat, which proved to be the areas under most price pressure.
Approximately 7% (EUR 92 million) of Treaty P&C premiums up for renewal were cancelled, with a further 12%
SCOR Global P&C has compensated for this with new business acquired from existing and new clients (EUR 149 million and EUR 73 million respectively) and with increased shares on renewed business (EUR 27 million).
The stable price impact combined to an underlying volume growth mainly related to emerging markets, has resulted in an increase in premium volume of EUR 70 million.
In a very fragmented Property Cat market, new opportunities in countries benefiting from favorable pricing trends such as Eastern Europe, Germany has resulted in 13% growth of Property Cat premiums.
In terms of geographies, 10% growth is recorded in Europe Middle East and Africa through first the new motor quotashare deal in UK and successes in acquiring new selected clients or businesses in Germany and Austria. In Americas, the premium volume has increased by 19%. This meaningful growth is concentrated in the US and leverages the recent rating agency upgrades and the launch of the Strong Momentum New Initiatives. A very strong growth (+66%) is recorded in Asia, mainly driven by the acquisition of a large new quota-share in China.
15 million with new clients. New shares on existing programmes increase premium volume by EUR 37 million.
In term of business mix, the most significant progress was recorded in Marine & Energy (+22%), Credit & Surety
In Credit & Surety, the continued growth is driven by share increases and growing ceded business. Despite faster than expected softening conditions, the Credit & Surety portfolio still shows profitability potential. In Agriculture, the preliminary renewal experience indicates a 22% premium volume decrease, with terms and conditions under pressure following a profitable 2010, reductions being expected in US further to the discontinuation of proportional business due to change in reinsurance agreement and in China due to pricing.
June-July renewals represent around 10% of the total annual treaty premium and the renewing premium is split between
P&C Treaties (59.5%) and Specialty Lines (40.5%) in three geographical areas: Americas (43%), Asia (30%) and EMEA
The highlights of 2011 July renewals were as follows: P&C Treaties recorded 14.8% overall growth driven by Asia where the 23% premium increase achieved through the combination of increased shares and improved primary and reinsurance rates while the Nat Cat maximum exposure per market and peril kept stable. In Americas, the 13.6% growth stemmed from the US regional book thanks to the acquisition of new clients and the strengthening of existing relationships. The 10% growth in EMEA was mainly from new business and increased shares on existing portfolios in the Middle East and South Africa.
Specialty Lines showed a strong 35% increase, one third of which was generated from one major step up in the business flow from one particular client. Credit & Surety (+37%), Marine & Offshore Energy (+15%) and Engineering
(+6%) benefited from the acquisition of new clients and increased shares on existing business.
In 2011, SCOR Global Life acquired the mortality portfolio, including the operational assets and personnel, of
On 31 August 2011, SCOR Global Life SE which already held 50% of the capital of SOLAREH SA, acquired the remaining 50% by purchasing shares from Solareh International Inc. It was in line with its strategic plan for the period 2010-2013 “Strong Momentum”, It extended and strengthened its value-added service offering for its insurer clients. On 15 September 2011, SCOR announced the creation of Réhalto a joint venture between SCOR and SOLAREH.
On 3 October 2011, SCOR Global Life announced the launch of SOLEM, its new online rating tool for medical, sports, occupational, financial, foreign residence and transport risks. SOLEM enables underwriters to rate all products with death, accidental death, long-term care, disability and critical illness covers. It includes a claims management index and calculators to facilitate day-to-day decision-making. This new, unique and innovative software enables underwriters to save, retrieve and modify ratings.
In 2011, SCOR Global Life increased its new business premium by 11% compared to 2010, with France, the Middle East and Italy as the main contributors. Double digit premium growth was achieved in Central and Eastern Europe,
Scandinavia, Asia-Australia, and France. In 2011, a new Longevity team has been created in London following the strategic decision in 2010 for SGL to enter the UK longevity market. Premium from this initiative also fuelled the UK
rate effect of EUR 51 million. The US continue to be SCOR Global Life’s main market with a premium share of 34% in 2011 compared to 25% in 2010. This consolidates SCOR Global Life’s position among the top-five worldwide Life
In 2011, Critical Illness, Personal Accident and Long Term Care were the lines of business showing the strongest premium growth within the SCOR Global Life portfolio, with both new treaties and increased business with existing clients as the main drivers. The strong premium increase of 35% in Life business compared to 2010 was driven by the
Transamerica Re acquisition. This also largely offset the unfavourable foreign exchange rate development in this line of business.
The solid operating profitability of SCOR Global Life was achieved thanks to a robust technical performance across most regions and lines of business, leading to an overall operating margin of 6.5% in 2011 despite increased expenses following the acquisition of Transamerica Re and a reduced investment income contribution due to a prudent and conservative asset allocation and the Transamerica Re purchased assets remaining largely in cash.
7.1 Brief description of the Group and of the position of the issuer 80 7.2 List of issuer’s significant subsidiaries 82
SCOR’s Non-life division reinsurance operations are conducted primarily under the supervision and management of
Switzerland, the U.K. and Germany, and a network of dedicated subsidiaries, branches and representative offices in the
U.K., the Americas and Asia-Pacific, as well as composite Non-Life/Life subsidiaries and branches in Russia, South
SE. SCOR Global Life SE carries out its operations through branches in Germany, the U.K., Italy, Spain, Switzerland,
Reinsurance Ireland and SCOR International Reinsurance Ireland Ltd. in Ireland, and subsidiaries in Europe, Australia and South Africa.
The corporate functions of SCOR Global Life SE, SCOR Global P&C SE and of the Group in Paris, in Zurich and in
Cologne (mainly) define the underwriting policies and monitor its standard application, control the changes in natural catastrophe risk accumulation and control claims.
The Group’s subsidiaries, branches and offices are connected through a backbone network, applications and data exchange platforms, which allow local access to centralized risk analysis, underwriting or pricing databases and also give 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-
Atropos SICAV-SIF (“Atropos”), ILS fund dedicated to insurance risks, which is managed by its subsidiary SCOR
Alternative Investments SA and domiciled in Luxemburg.SCOR SE wholly owns its operating subsidiaries (excluding the shares held by Directors). SCOR SE also makes loans to its subsidiaries and issues them guaranties so that they can underwrite under favorable conditions, especially by letting them benefit from its financial ratings. SCOR SE provides support in actuarial, accounting, legal, administrative, systems, internal audit, investment, and human resources to
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.
In connection with the second phase of the New SCOR project, SCOR announced on 4 July 2006, the conversion of
SCOR into a Societas Europaea and the formation of a Societas Europaea at the level of SCOR Global P&C, through the merger by absorption of SCOR Deutschland Rückversicherung AG and SCOR Italia Riassicurazioni SpA by SCOR
Global P&C. At the same time, SCOR Vie became SCOR Global Life SE through the merger with SCOR Global Life
Rückversicherung AG (formerly Revios Rückversicherung AG) by SCOR VIE. SCOR SE so became the first publicly traded French company to adopt the Societas Europaea form. Since the completion of the merger, SCOR Global P&C
The adoption of the European Company statute by SCOR SE, SCOR Global P&C SE and SCOR Global Life SE, occurred respectively on 25 June, 3 August and 25 July 2007, the registration dates for each company as a Societas
SCOR Global P&C SE was signed with the SNG on 14 May 2007; and (ii) the approval by the Extraordinary
The Societas Europaea statute enables SCOR to strengthen its European and transnational identity, facilitate acquisitions in Europe, improve flexibility in financial matters and capital allocation, simplify regulatory controls by using the possibilities offered by the Reinsurance Directive and reduce its local structures, by giving preference to the use of branches, rather than local subsidiaries. The Group is thereby demonstrating its ambition to be a company with
European roots and global reach. This legal flexibility is today demonstrated by the speed of the integration process for the European entities of Converium, which became SCOR Holding (Switzerland), in SCOR’s European companies.
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 17 investment real estate properties, for offices purposes in their great majority, in Paris and in the Ile-de-France region (suburbs adjacent to Paris) .
On 8 September 2006, concurrently with the announcement of the upgrade of the rating of the Group’s companies by
Reinsurance entities of SCOR VIE (whose corporate name was changed to SCOR Global Life) in the United States, at the same time as it merged the Revios and SCOR VIE offices in Asia and Europe. This restructuring was completed in
In 2009, the three Group Non-Life run-off companies based in the Americas dedicated to the run-off of the Non-Life portfolios following the termination of the activities in the concerned fields and segments – namely GSNIC, Commercial
Global Life reorganised its activities in the U.S. 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).
Since 2008, SCOR restructured its operations around six regional management platforms, or Hubs: Paris, Zurich,
 several Group functions to be carried out in a geographical location other than Paris in order to benefit fully from the competencies within different locations.
Management reviews the operating results of the Non-Life and Life divisions individually for the purpose of assessing the operational performance of the business and to allocate resources. For more information on SCOR’s divisions, see
“Section20.1.6. Financial Statements — Notes to the consolidated financial statements, Note 2 — Segment Information.
SCOR’s decision to implement the Hub structure stemmed from the desire to realign its organizational structure following the successful consolidation of Revios and Converium. The Hub structure was designed to facilitate access to local markets through a network of local subsidiaries, branches and sales offices, provide better identification of profit centers in each major reinsurance market, obtain a deeper understanding of the specific features of local risks and develop local management and underwriting expertise, in order to provide better customer service and maintain relationships with ceding companies. The Hub structure was implemented in Cologne on 5 May 2008, in London on 20 May 2008, in New
York on 18 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
Refer to:  Section 7 - Organizational structure chart;  Appendix A – 1.5 Unconsolidated Corporate Financial Statements of SCOR SE, Note 2.3 – Subsidiaries and
 Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 3 – Acquisitions and disposals for a description of the operations, of the relevant interim management balances and of the strategic economic assets of the main subsidiaries.
In Paris SCOR is lessee of its previous head office, which was located at 1, avenue Général de Gaulle, 92074 Paris La
KanAm in 2003. This lease was signed for a nine-year term. Under this lease and in addition to customary guarantees,
Kléber, 75016 PARIS). See section 20.1.6.5 Tangible assets for the detail of the transaction. The Paris office moved to this building in the first quarter of 2012. The property is expected to be utilized 80 % by SCOR for its Paris Hub office with the remainder to be leased third parties.
In London on 6 July 2011 SCOR purchased a company, PPG Lime Street, whose primary asset is a leasehold building at 10 Lime Street. See section 20.1.6.5 Tangible assets for the detail of the transaction. As at 31 December 2011, the building was 53 % occupied by SCOR for its London Hub office. The remaining part was rented to third parties.
SCOR also holds property investments as part of its asset management related to its reinsurance operations.
For more information on the Group’s real estate investments, refer to Appendix A – Unconsolidated corporate financial statements of SCOR SE Note 2.1 – Changes in investments and Note 2.2 – Schedule of investments, and Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 5 – Tangible assets and real estate investments.
Historical financial information: consolidated financial statements. The commentary below is based on the financial data presented in the aforementioned sections.
The 2011 results and balance sheet strength demonstrate the effectiveness of SCOR’s strategy which relies on high business and geographical diversification, focusing on traditional reinsurance activity with very limited exposure to reinsurance liabilities with economic activity risks and no material off balance sheet exposure. For the January 2012 renewals, SCOR was well-positioned to benefit from its improved industry position to combine strong premium growth and positive price changes in an overall declining reinsurance market context, which is increasingly fragmented (Refer to
SCOR’s shareholders’ equity increased by 5.8 % before the impact of dividends and after the EUR 76 million increase in capital corresponding to an increased number of outstanding shares of 4.3 million following the triggering of the
4,352 million at 31 December 2010 to EUR 4,410 million at 31 December 2011 (consolidated shareholders’ equity was
compared to total shareholders’ equity plus subordinated debt. The increase in the debt leverage ratio is primarily due to the fact that SCOR successfully placed, on 20 January 2011, 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. In addition, on 11 May 2011,
SCOR reopened its note and issued an additional amount of CHF 250 million.
Gross written premium for the year ended 31 December 2011 amounted to EUR 7,602 million, an increase of 13.6% at current exchange rates as compared to EUR 6,694 million for the same period in 2010. The overall increase in gross written premium of EUR 908 million in 2011 is due to an increase for SCOR Global P&C of EUR 323 million. An increase of EUR 585 million for SCOR Global Life was primarily driven by the premium from the acquired mortality business of
(SCOR Global Life) (see below in note 6.2.4 Retrocession) are not included in the net cost of retrocession as the products are accounted for as derivatives. The total cost recorded in 2011 in other operating expenses related to Atlas
Cat Bonds including the Atlas VI 2011 series placed in December 2011 were EUR 31 million, excluding one-time set up costs for the 2011 series of EUR 3 million included as financing expenses. The total cost recorded in 2010 relating to
bad debts), legal settlements, brokerage commissions and amortizations, divided by gross written premium, was 5.5 %
for the year ended 31 December 2011. It is at the same level as 2010 and 2009 ratios, on a comparative basis, i.e. after the creation of a new cost center unit (see Section 20.1.6.2 – Segment information) (4). The total expense base for the years ended 31 December 2011, 31 December 2010 and 31 December 2009 was EUR 468 million, EUR 421 million and
Operating income for the year ended 31 December 2011 amounted to EUR 323 million as compared to EUR 490 million in 2010 and EUR 372 million in 2009. The 2011 operating income has been affected by the high frequency and severity of natural catastrophes especially in the first and last quarters of 2011, partially offset by the active SCOR Global
Return on equity was 7.7 %, 10.2 % and 10.2 % for the years ended 31 December 2011, 2010 and 2009 respectively.
In 2011, SCOR Global P&C continued to actively execute its P&C treaty business portfolio management strategy by further expanding Non-proportional business and improving geographic diversification towards Asia and the Americas.
The increase in SCOR Global P&C premium in 2010 is consistent with expected growth and reflects successful renewals achieved throughout the year and across the targeted portfolio.
SCOR Global P&C achieved successful 2009 renewals, continuing its focus on profitability, portfolio management and growth, in line with objectives which were successfully achieved throughout the year and across all targeted segments.
3,659 million in 2010. SCOR Global P&C 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 September 2010 in Monte Carlo, in anticipation of the renewal season. The evolution in gross written premiums in 2011 confirms a stable expected technical profitability and return on capital, in line with the objectives of the “Strong Momentum” plan, due to dynamic management of the portfolio.
Number of catastrophes occurred during the financial year (1) 15 (7) 17 (6) 11(5)
Group net loss ratio excluding catastrophes 58.1 %(8) 61.6 % 63.0 %(2)
(1) SCOR defines a catastrophe as a natural event involving several risks and causing pre-tax losses, net of retrocession, totaling EUR 3 million or more. (2) Excluding exceptional impact of the arbitration results with Allianz relating to the World Trade Center (3) Loss ratios are calculated on the basis of Non-Life claims, expressed as a percentage of Non-Life premiums earned. (4) Net of recoveries and reinstatement premiums (assumed and retrocession) (5) Wind storm Klaus, earthquake in Costa Rica, forest fire in Australia, earthquake in Aquila, Italy, hailstorm Felix, Eastern European floods, earthquake in
Typhoon Kompasu, Melbourne hailstorm in Australia, East coast USA, Catalonia (Spain) and Scandinavian snow storms, rainfalls in Denmark, storm in Brazil.
(8) The 2011 Combined ratio includes a EUR 47 million (pre-tax) positive effect (1.4 pts) related to settlement of the subrogation action undertaken by World Trade Center Property insurers against the Aviation insurers.
In 2011, SCOR was affected by the following catastrophes which resulted in net estimated losses greater than EUR 10 million as at 31 December 2011:  Floods in Queensland (Australia) (January 2011): estimated loss at EUR 28 million;  Cyclone Yasi in Australia (February 2011) for which the net loss is estimated at EUR 12 million;  Melbourne floods (Australia) (February 2011): estimated net impact is EUR 12 million;  Lyttleton Earthquake in New Zealand (February 2011) with estimated net loss at EUR 110 million*;  Earthquake in Japan (March 2011) net impact has been estimated at year end at EUR 192 million*;  Tornadoes in Alabama (USA) (April 2011): estimated net loss is EUR 18 million;  Tornadoes in Missouri (USA) (May 2011): estimated net loss is EUR 13 million;  Storm in Arizona (USA) (October 2010**) for which a net EUR 11 million impact has been booked;  Forest fire in Slave Lake (Canada) (June 2011): net impact estimated at EUR 10 million;  Earthquake in New Zealand (June 2011): the net loss has been assessed at EUR 13 million;  Floods in Denmark (July 2011): net impact is EUR 38 million*;  Floods in Thailand (October 2011): preliminary net assessment of the event is EUR 138 million;  The impact of other natural catastrophes (less than EUR 10 million) which occurred in 2011 amounted to EUR
In 2010, SCOR was affected by the following catastrophes which resulted in net estimated losses greater than EUR 10 million:  Earthquake in Haïti (January 2010) : estimated loss at EUR 18 million. As at December 31, 2011, the claim impact has slightly decreased to EUR 17 million;  Earthquake in Chile (February 2010) for which the net loss is estimated at EUR 106 million. As at December 31, 2011, the estimated impact has decreased to EUR 101 million; (5) The net combined ratio published in 2010 was 98.9 %. The difference is due to the creation of a new cost center unit (see Section 20.1.6.2 – Segment information).
 Wind storm Xynthia (February 2010) in Europe and particularly in France. The cost of the claim, net of recoveries and reinstatement premiums estimated at EUR 17 million. As at December 31, 2011, the cost of the claim has moved to EUR 18 million;  Scandinavian winter losses (February 2010) estimated at a net EUR 12 million. As at December 31, 2011, the impact of the claim has increased to EUR 14 million;  The impact of floods in Eastern Europe ( May 2010) : the loss is estimated at EUR 28 million. As at December 31, 2011, the recorded loss has moved to EUR 32 million;  The estimated net loss impact of floods in Poland and Germany (August 2010) is EUR 10 million. As at
December 31, 2011, the booked impact has slightly increased to EUR 12 million;  Rainfalls in Denmark (August 2010) : estimated loss of EUR 11 million. As at December 31, 2011, decrease in the impact of the claim to EUR 9 million;  Impact of 2010 earthquake in New Zealand (September 2010) and floods in Australia (December 2010), for which final assessments remained uncertain, had been preliminary estimated to be EUR 65 million at year end 2010. As at December 31, 2011, the revised impact is EUR 70 million.
 Hail storms (July 2009) in Switzerland and Austria for which the loss wass estimated at EUR 23 million at 31
December 2010 and 31 December 2011, there have been no further material developments in this loss.
In 2011, SCOR Global Life continued to grow profitably in a competitive life reinsurance market. It succeeded in further strengthening its long-term business relationships with existing clients and gained new business partners.
Holding Ltd. (Athene), as initially announced on 16 February 2011. The sale of SCOR's US fixed annuity business is in line with the Group's strategy to develop its Life reinsurance activities around biometric risks, as set out in the Group's strategic plan for the period 2010-2013, "Strong Momentum".
Important events in the development of the issuer’s business, and section 20.1.6.3 acquisitions and disposals) . With this acquisition, SCOR Global Life improved its position in the mortality-protection field.
SCOR Global Life initiatives announced by SCOR as part of the Group’s strategic plan "Strong Momentum" for 20102013. To further increase and strengthen the value-added service provided to its insurer clients, SCOR Global life SE
September 2011, Solareh SA changed its corporate name to become Réhalto.
SCOR Global Life’s gross written premiums in 2011 increased by 19.3 % to EUR 3,620 million compared to EUR 3,035 million in 2010 (EUR 3,118 million in 2009).
SCOR Global Life’s new business acquisition of the mortality business portfolio of Transamerica Re contributed to EUR
677 million of gross written premiums for the 5 month period after acquisition. This increase was partially offset by the
EUR 51 million of negative exchange rate impact on premiums as well as the EUR 32 million of premiums from indexed annuity business in the US included in 2010, but not in 2011.
Life operating margin in 2011 was 6.5 % compared to 7.4 % in 2010 and 5.9 % in 2009 on a comparative basis (6).
in 2009, while the expense margin deteriorated to 5.8 % (4.6 % in 2010 and 3.8 % in 2009) (8).
(6) The Life operating margin published for 2010 was 7.0 % and 5.8 % for 2009. The difference is due to a new segment presentation (see Section 20.1.6.2 –
USD 270 million of protection against US Hurricanes and Earthquakes and EUR 50 million of protection against
Atlas VI Capital Limited is a special-purpose company created in 2009 and incorporated under the laws of Ireland. It may issue a series of cat bonds over several years. Aon Benfield Securities Inc. and Natixis managed the transaction and the book on the deal. Standard & Poor's rates series 2011-1 at B, series 2011-1 B at B+ and series 2011-2 A at B.
SCOR succeeded in the renewal of its retrocession programmes in 2010. On 9 December 2010, SCOR successfully placed a new catastrophe bond (“Cat bond”), Atlas VI Capital Limited Series 2010-1, which will provide the Group with
December 2010 and provided similar geographical cover of EUR 160 million.
In 2009, the Group successfully renewed its retrocession programmes. Furthermore, SCOR reopened the market for catastrophe bonds, setting new innovative standard with its USD 200 million Cat cover closed early February 2009.
Overall, the purchase of collateralized solutions (Atlas IV, V, VI and the Mortality Swap), improves the credit exposure of the Group vis à vis its retrocessionnaires.
10.3 Borrowing conditions and financing structure 99 10.4 Restrictions on the use of capital 100 10.5 Sources of financing relating to the future investments by the Company and to its property, plant and equipment 100
Refer to Section 20.1.5 – Consolidated statement of changes in shareholders’ equity and Section 20.1.6 – Notes to the consolidated financial statements, Note 13 – Information on share capital, shareholders’ equity and capital management and Section 20.1.6 – Note to the consolidated financial statements, Note 12 – Cash and cash equivalents and cash flows.
On 2 February 2011, SCOR issued CHF 400 million perpetual subordinated notes placement. On 11 May 2011, the placement was increased by CHF 250 million, as described in Section 20.1.6 – Notes to the consolidated financial statements, Note 14 – Financial debt.
Refer to Section 20.1.6 – Notes to the consolidated financial Statements, Note 14 - Financial debts for a description of the financial debts of the Group.
The Group has been granted a credit facility in order to finance SCOR SE’s general corporate purposes, consisting into 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 3.581 billion as at 31 December 2011. These last credit facilities are stand-by letters of credit that the banking counterparty agree to issue in the form acceptable to the American National Association of
On 11 May 2011, SCOR successfully reopened its existing Swiss franc market perpetual subordinated notes placement by issuing an additional amount of CHF 225 million. This debt was left open and ultimately closed at CHF 250 million.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.
As at 31 December 2011, the Group’s financial leverage was 18,1% as compared to 9.9% at 31 December 2010. This ratio is calculated as the percentage of subordinated debt(1) compared to total shareholders’ equity plus subordinated debt. . The increase in 2011 is due to here below described placements of perpetual subordinated notes.
The total liquidity of the Group of EUR 3.056 billion (comprised of cash and cash equivalents and short term investments)
For information on regulatory restrictions on the use of capital, refer to Section 5.1.4.2 – Legal form and applicable legislation.
On 1 April 2010, the Swiss Financial Market Supervisory Authority ("FINMA") revoked its decree of 26 June 2007, which it issued in conjunction with the take-over of Converium by SCOR, under the condition that all intra-group transactions or any transaction affecting the capital resources of SCOR Switzerland AG (formerly Converium AG) and exceeding a certain threshold be submitted to FINMA for prior approval. This reporting requirement will remain in force until 8 August
EUR, and matures on 2 August 2016. The calculation of the ratio includes the effect of these swaps.
The R&D Centers report to the Chief Pricing Actuary of SCOR Global Life, its employees are based in Paris, Cologne,
New York and Singapore and they are active world-wide on request of the local teams in charge of business development and client relationships.
notably supports the research through:  Geneva association, composed of insurers and reinsurers, which aims at supporting research related to risks in insurance and reinsurance environment;  Education via Master 218 of Paris Dauphine and the new MBA of Ecole nationale d'assurances (ENASS);  Superior Institute of Reinsurance.
Switzerland. 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 insurance and reinsurance industries. The winning papers are selected on the basis of criteria including an excellent command of actuarial concepts, the use of high-quality analysis instruments, and subjects that could have a practical application in the world of risk management.
(mathematics, actuarial, physics, chemistry, geophysics, climatology, sociology, law, economics, finance, etc.), although contributions may originate from any science field, without restriction.
Life pricing is closely managed using xAct, the new in-house standard pricing tool, which uses standardized models, profitability analysis and full visibility into proportional and non-proportional business. Control of exposure to natural catastrophes was also improved by implementing the first version of Cat Platform developed with RMS to monitor all liabilities and accumulations, including integration of market solutions. In the Life business, the embedded value calculation has been revised and integrated with the internal model. New front-office solutions have been developed for
SCOR Global Life for harmonizing and reinforcing substandard risks underwriting and tele-underwriting. Others have been added for Life underwriting with the acquisition of Transamerica Re business. Among them, Velogica provides a real time “instant” underwriting decision using information on the life application and MIB (Medical information Bureau)
The Group continues to work on extending and automating its Asset and Liability Management tool ("ALM"). After the implementation of the Non-Life module in 2009, the Life risks modeling module was developed during the last two years.
Finally, the Group’s IT strategy is aligned with its growth objectives. The mandate of SCOR IT under SMV1.1 is to complete the e-transformation of SCOR leading to competitive edge. In line with its goal of global tools, SCOR’s ambition is to implement a comprehensive real time system in full alignment with already identified or new business requirements. SCOR intends to capitalize on its existing strengths, and launch new initiatives in the front-end and backend areas to ensure operational excellence and development.
On the 9 February 2012, SCOR Global P&C announced that it has recorded a very satisfactory increase in its business in 2011. Gross written premiums are up by 8.8% to EUR 3,982 million at current exchange rates. At constant exchange rates, the growth of SCOR Global P&C’s gross written premiums in 2011 reaches 11.6%.
The key takeaways of the 1 January 2012 renewals for SCOR are as follows:  Total premium growth of 13.9%. P&C Treaty business is up by 12%, while Specialty Treaties are up by 18%;  The weighted average pricing level is up by 2.2%, all else being equal. Price levels for P&C Treaties, weighted by variations in exposures and economic parameters, are up 2.9%, while Specialty Treaty price levels have only increased by 0.6% under the combined impact of fierce competition in certain specialty lines (e.g. Aviation)
and a prudent assessment of pricing developments in the business lines most exposed to the hazards of the economic situation (Credit, Construction All Risks/Erection All Risks, Marine). Contracts linked to natural catastrophe risks have been renewed with coverage and price conditions that take account of recent experience, particularly in Asia-Pacific (prices up by 29.9%) and on the American continent (+13.2%);  Technical profitability is stable (measured by the combined ratio and the remuneration of allocated capital), and rests on prudent projections, particularly for those business lines most exposed to economic uncertainties;  Terms and conditions remain largely unchanged, except for contracts and regions impacted by the natural catastrophes that occurred in 2011;  There is a higher level of differentiation between cedants within a given market, and the markets themselves remain fragmented, in accordance with the scenario that SCOR has been putting forward for several years.
These developments are in line with the expectations in terms of pricing evolution voiced at the Rendez-Vous in Monte
The renewals also enable the Group to gauge the progress achieved in terms of implementing the various different initiatives set out in the “Strong Momentum” plan, and more specifically:  The concretisation of significant private transactions – notably in motor insurance in China and the UK;  The expansion of the “Business Solutions” platform, with a 27% increase in premium income and a rise in prices of around 2.8%.
SCOR Global P&C has compensated for this with new business acquired from existing and new clients (EUR 104 million and EUR 64 million respectively) and with increased shares on renewed business (EUR 4 million).
SCOR Global P&C recorded an average price increase of 2.9% on its Treaty P&C portfolio.
In terms of business mix proportional motor business (notably in the UK, China and the Netherlands) is experiencing particularly strong growth; In a fragmented Property Cat market, there was significant premium growth in Cat-affected countries such as the US,
In Motor Non-proportional, a contrasted situation between markets has led to a differentiated approach such as reduced premiums in France and in Americas while SCOR Global P&C increased premiums in the U.K to reach an overall growth in premiums of 5% on this business line.
In terms of geographies, 43% growth is recorded in the U.S resulting from active portfolio management, supported by new profitable business in the regional book, including a significant private transaction. In the U.K. SCOR Global P&C
increased its premium by 43% due to a strong growth driven by continuing Motor primary rates increase pace, in line with Strong Momentum. Finally, Asia recorded 31% premium growth driven by underlying insurance growth in China and increased shares on selected proportional treaties.
and by new business in China, making up for profitability-driven cancellations.
The life reinsurance market is characterized by long-term contractual relationship which is the case for the majority of
The financial crisis that began in 2008, which led to recession for developed economies, affected the Life insurance markets in 2009 and continued to weigh on business in 2011, presenting a number of different challenges and opportunities to Life reinsurance players such as SCOR Global Life.
In a context of serious global economic slowdown, with several major economies still in recession, some types of cover could suffer, for example Unemployment cover and, to a certain extent, Health cover. The rise of unemployment, business failures and falling consumer confidence are in fact all determining factors in the increase of disability claims across the insurance industry.
With the acquisition of the mortality reinsurance business, including the operational assets and personnel, of
Transamerica Re, completed in August 2011, SCOR Global Life further enhanced the geographical diversification of the
The Asian markets, characterized by growing economies, continued to display vigorous development in the principal health and loans segments. Moreover, further positive developments of Critical Illness insurance and Life Financing
Growth in the Middle Eastern markets was carried with Health insurance and reinsurance. Life premium income has been relatively stable in 2011 compared to 2010. However, we see an increasing demand for Family Takaful products, i.e. Islamic life insurance products.
SCOR is watching the opportunities in the current market environment. Due to significant decreases in their investment portfolios, insurers have seen a non-negligible deterioration in their solvency ratios in 2010 and 2011. The expected implementation of Solvency II will keep the efforts to maintain strong capitalization high.
Faced with these financial markets, reinsurance offers an attractive alternative to capital raising, which has led to an increased demand for financial reinsurance solutions.
14.1 Information on the members of the Board of Directors and Senior Management 115 14.2 Administrative, management, and supervisory bodies and Senior Management conflicts of interest 130
Company to the shareholders and convenes the shareholders’ meetings of the Company (the “Shareholders’ Meeting”).
Board of Directors cannot by itself increase the number of its members.
Board of Directors, is eligible to receive the Director's fee as approved at the Shareholders’ Meeting, but not to vote on any decision of the Board of Directors. He has a consultative role.
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 liability of the legal entity he or she represents. 12 of the 13 members of the Board of Directors are individuals and one director, Malakoff Médéric Group, is a corporation (represented by Guillaume Sarkozy as permanent representative).
Directors are required to comply with applicable law and SCOR’s bylaws (statuts). Under French law, Directors are liable for violations of French legal or regulatory requirements applicable to Societas Europaea, violation of a company’s bylaws (statuts) or mismanagement (faute de gestion). Directors may be held liable for such actions both individually and jointly with the other Directors.
The table below lists Directors (including the Employee Director) and Non-Voting Member, 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.
- SCOR Global Life Americas Reinsurance Company (ex-SCOR Global Life U.S. Re Insurance Company) (US)
Professional Address: GENERALI FRANCE 7/9, boulevard Haussmann 75009 Paris France 25 July 1945 Principal positions: Chairman and Chief Executive Officer: - Generali France (France) - Generali Vie (France) - Generali IARD (France)
Out of France Chairman of the Board of Directors: - Europ Assistance (Italy)
Permanent representative of MACIF: - on the Board of Directors of
Abroad: Chairman: - Farmers Group (US) - Farmers New World Life (US) - Zurich Compagnie d’Assurances (Germany) - Zurich Deutsche Herold (Germany) - Zurich Kosmos (Austria)
Expiratio n of term - Zurich , Companhia de Seguros SA (Portugal)
Professional Address: GaveKal Research Suite 3903 Central Plaza, 18 Harbour Road Wan Chai Hong Kong 14 Sept. 1943 Principal position: CEO GaveKal Research (Hong Kong)
Professional Address: Institut Français des Administrateurs 7 rue Balzac 75382 Paris Cedex 08 France 4 May 1943 Principal Position: Chairman of the Institut Français des Administrateurs (IFA, French Society of Directors) (France)
Other positions: France: Director: - Technip SA Chairman: - Institut du Développement Durable et des Relations Internationales (IDDRI) (association) - Transparency-International France - Observatoire de la Responsabilité Sociétale de l’Entreprise (ORSE) - Epargne Sans Frontière
Director: - Generali España Holding (Spain) - Banco Vitalicio de España (Spain) - La Estrella, S.A. de Seguros y Reaseguros (Spain)
Professional Address: Groupe Malakoff Médéric 21 rue Laffitte 75317 Paris cedex 9 France 18 June 1951 Principal Position: General Manager of Malakoff Médéric Group (France) Other positions: France: Chairman and CEO: - Malakoff Médéric Assurances SA Chairman: - Holding FGA SAS - Holding Fondateurs SAS - Le Monde Prévoyance SAS - Médéric Innovation SAS - Viamédis SA - Quatrem SA - Sévriena 2 Manager: - SCI Saint Léger Non-Voting Director: - Fédéris Gestion d’actifs SA Member of the Supervisory Committee: - Holding Fondateurs SAS - Holding Accueil Mutuelles SAS Permanent Representative: - of Malakoff Médéric Assurances to the Board of Directors: France Chairman of the Management Board: - Malakoff Médéric Assurances SA -Médéric Epargne SA
Member of the Supervisory Board: - Fédéris Gestion d’Actifs SA - Société Editrice du Monde SA
Professional Address: 1000, rue de La Gauchetière ouest Montréal (Québec) H3B 0A2 Canada 10 June 1946 Principal Position: Director: Bank of Montreal Areva SA Danone SA Wendel SA Acting Chairman of the Board of Directors of CBC/Radio-Canada; President of the Quebec Chamber of Commerce; France Member of the Supervisory Board: -Altran Technologies
Professional Address: MAAF ASSURANCES, MMA & COVEA 7, place des 5 martyrs du Lycée Buffon 75015 Paris France 13 Nov. 1938 Principal Position: Vice-Chairman and Executive Director of COVEA (mutual insurance group company) (France)
Other positions: France Chairman of the Board of Directors: - Fondation MAAF Assurances Director: - MAAF Assurances (SA) Deputy Director: - MAAF Assurances (SAM) - MMA Coopérations (SA) - MMA IARD (SA) - MMA IARD Assurances Mutuelles (SAM) - MMA VIE (SA) - MMA Vie Assurances Mutuelles (SAM) Permanent Representative: - COVEA (SGAM) on the Board of Directors of Azur GMF Mutuelles Assurances associés - GMF Assurances on the Board of Directors of FIDELIA Assistance Chairman of the Supervisory Board: - EFI INVEST I (SCA) - OFIVALMO Partenaires S.A. Member of the Supervisory Board: - OFI REIM (SAS) Manager: - OFIDOMUS (SCI) (RP OFIVALMO) Non-Voting Director: - Gimar Finance (SA) Chairman of the Board of Directors: - Institut Diderot - THOT
France - MMA IARD (SAM) - MMA VIE (SAM) - COVEA (SGAM) - Savour Club SA (Subsidiary of MAAF SA)
Chairman of the Management Board (association): - Ile- de-France Regional Development Agency (ARD)
Out of France: Chairman: - BNP Paribas Suisse S.A.(Switzerland) Vice-Chairman: - Fortis Banque N.V. (Belgium) Director: - CNP (Companie Nationale Portefeuille) (Belgium) - Erbé S.A. (Belgium) - GBL (Groupe Bruxelles Lambert) (Belgium)
Denis Kessler, a French citizen, is a graduate of HEC business school (Ecole des Hautes Etudes Commerciales) and holds a PhD in economics and advanced degrees in economics and social sciences. He was Chairman of the
Fédération Française des Sociétés d’Assurance (FFSA), CEO and member of the Executive Committee of the AXA
from 1 January 2008 to 31 December 2008. From 1 January 2009, until 14 November 2011 he was Chairman of the bank Clariden Leu.
Caisse des Dépôts et Consignations. He currently serves as a director of Technip, and is the Chairman of the French
Monica Mondardini, an Italian citizen, holds a degree in Economic and Statistical Sciences from the University of
Bologna. Her first professional experiences were in publishing, first with the Fabbri group, then with Hachette, where she became Director of the “High-quality illustrated books” division based in Paris. In 1998 she joined the Generali group as
Director of Generali Espana. Since January 2009, she is the CEO of Gruppo Editoriale L’Espresso S.p.A.
Luc Rougé, a French citizen, has 38 years of experience in reinsurance with SCOR. He was successively Works’
Council representative to the Board of Directors in the 1980s, then Secretary of the Works’ Council and Employee
Director. Since 2007, he has been a director, elected by the employees of the Group on a worldwide basis, in accordance with the Regulations governing the election of an employee to the position of director of SCOR SE adopted by the Board of Directors on 3 April 2007.
President of the MEDEF and of the CNAM (2004-2005). Guillaume Sarkozy joined Malakoff Médéric Group in June 2006 and was appointed Group General Manager on 1 September 2006. Then he was appointed Group General Manager of
Guylaine Saucier, a Canadian citizen, is a graduate of the École des Hautes Études Commerciales, Fellow of the
Institute of Chartered Accountants (F.C.A.) and Fellow of the Institute of Corporate Directors. She was Chairman and
Chairman of the Board of Directors of CBC/Radio-Canada. She was also the first woman to serve as President of the
Corporate Directors in 2004, received the 25th McGill University Management Prize in 2005 and obtained the professional qualification of ICD.D from the Institute of Corporate Directors in 2010.
Accounting Office (Cour des Comptes), was also in particular Technical Cooperation Counselor to the French Embassy in Tunisia, Managing Director of Total South East Asia, Chairman and CEO of Total Petroleum North America, Chief
Executive Officer of Total Exploration Production, then Chairman and Chief Executive Officer of Technip SA from
Georges Chodron de Courcel, a French citizen, is Chief Operating Officer of BNP Paribas and holds various directorships with French and foreign companies, including subsidiaries of the BNP Paribas Group.
Executive Officer has authority to act on the Group’s behalf and to represent SCOR in dealings with third parties, subject only to those powers expressly reserved by law to the Board of Directors or the shareholders. The Chief Executive
The Board of Directors has the power to appoint and remove, at any time and with or without cause, the Chief Executive
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 Officer, the Board of Directors may also appoint a Deputy Chief Executive Officer (Directeur Général Délégué)
The following table sets forth the executive officers who comprise the Executive Committee, their ages, their positions with SCOR and the first dates as of which they served as executive officers.
Julien Carmona 41 Group Chief Operating Officer 2010 Chairman of the Board of Directors: SCOR Reinsurance Asia-Pacific Pte Ltd (Singapore)
Director General Security National Insurance Company (U.S.) Prévoyance Ré (France) SCOR Global Life Re Insurance Company of Texas (U.S.)
SCOR Global Life Americas Reinsurance Company (U.S.) SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Reinsurance Company (U.S.) SCOR U.S. Corporation (U.S.) SCOR Services Asia-Pacific (Singapore) SCOR Services Switzerland AG (Switzerland)
Director SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Holding (Switzerland) AG (Switzerland) SCOR Switzerland AG (Switzerland) SCOR Services Switzerland AG (Switzerland) SCOR Alternative Investments (Luxembourg) Member of the Supervisory Board: ReMark Group BV (The Netherlands)
Chief Executive Officer: SCOR Switzerland AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland)
Paul Rutledge 60 President and Chief Executive Officer of SCOR Global Life Americas
2011 President and Chief Executive Officer: SCOR Global Life Re Insurance Company of Texas (U.S.)
SCOR Africa Ltd (South Africa) SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Holding (Switzerland) AG (Switzerland) SCOR Switzerland AG SCOR UK Company Limited (U.K.) SCOR Underwriting Limited (U.K.) Mutré SA (France)
François de Varenne 45 Chief Executive Officer of SCOR Global Investments SE
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, Paolo De Martin was promoted to Executive Manager for GE Capital Europe, before joining GE
Holding AG in July 2006. In September 2007, Paolo De Martin was appointed Group Chief Financial Officer of SCOR SE.
Company, where from 1990 to 1998 he directed treaty underwriting in Asia and Australia. In 1998, he joined Zürich Re as head of international underwriting responsible for strengthening the company’s position in Asia, Australia, Africa and
Latin America. He also supervised the “Global Aviation” reinsurance department and developed its “Global Marine”
Executive Vice President in charge of Specialty Treaties. In September 2007, he was appointed Chief Executive Officer of SCOR Switzerland and Deputy Chief Executive Officer of SCOR Global P&C SE.
Freiburg. He worked as a lecturer and research assistant at Freiburg University and several other colleges, until he received a PhD in Economics based on research on econometric modelling of macroeconomic and financial data. From 1999 to 2002 he worked for Gerling-Konzern Globale Rückversicherungs-AG and its U.K. subsidiary, dealing with pricing and valuation. From 2003 , he headed the Corporate Actuarial & Treasury department of the Revios group. Since 2007
SCOR Rückversicherung (Deutschland) AG in May 2009. In July 2010, he was appointed Deputy Chief Executive Officer of SCOR Global Life SE. He is a fellow of the German Association of Actuaries (DAV).
Gilles Meyer, a dual French and Swiss citizen, holds a degree from a French business school and an MBA from GSBA
in Zürich. Gilles Meyer started his career as an underwriter at Swiss Re before managing the facultative department of
Officer of Alea Europe from 1999 to 2006, where he was in charge of property-casualty reinsurance and Life reinsurance, and was Manager of group underwriting from 2005 to 2006. He joined the Group in January 2006 and has managed the
Chief Executive Officer of SCOR Global Life SE in September 2007. In February 2008, he was appointed Chief
Avancées (ENSTA), joined the Facultative Department of SCOR in 1984 from the offshore oil sector. From 1984 to 2001, he held various positions in underwriting Energy and Marine Transport risks at SCOR, first as an underwriter and then as
appointed manager of all property reinsurance operations at SCOR Global P&C. He is currently Chief Executive Officer of SCOR Global P&C SE.
Northeastern University for graduate studies in Actuarial Science. He is a Fellow of the Society of Actuaries and a
International Reinsurance Ireland Limited. Before joining Transamerica Re, he served as president and chief executive officer of Life of Virginia, a consumer business of GE Capital Services. Prior to Life of Virginia, he held positions at several Torchmark companies including Liberty National, Torchmark Holdings and United Investors Life.
Philippe Trainar, a French citizen, is a former student of the Ecole Nationale d’Administration and has a BA in
French embassy in Germany (1985-1987), adviser in the Prime Minister’s cabinet (1993-1995) and deputy-director in charge of international economic issues at the French Ministry of the economy and finance. He was also in charge of macroeconomic modelling at the Ministry of the economy and finance. In 2000, he joined the Fédération française des sociétés d’assurances (FFSA) as director of economic, financial and international affairs. In February 2006, he was appointed Chief Economist of SCOR. Philippe Trainar chairs the "Commission d'analyse et de gestion des risques" of the FFSA. He is a member of the governmental consulting and expertise committees: the "Comité Scientifique de l'Autorité de Contrôle Prudentiel", the “Conseil d’analyse économique,” reporting to the French Prime Minister, and the
“Commission économique de la nation.” Philippe Trainar has also carried out many scientific works on the risk, insurance and solvency as well as economy, which have been published in scientific journals such as the Journal of Risk and Insurance, the Geneva Papers, Economie & Statistique and in the magazine "Risques".
Financière et d’Assurances (ISFA). François de Varenne joined the Fédération Française des Sociétés d’Assurances
(FFSA) in 1993 as Manager of Economic and Financial Affairs. In London beginning in 1998, he served successively as
Managing Partner of Gimar Finance & Cie. He joined the Group in 2005 as Director of Corporate Finance and Asset
No loans or guarantees have been granted or established in favor of the Directors by SCOR or by any other Group company.
15.1 Amount of remuneration paid and benefits in-kind 133 15.2 Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year 2011 141
Appendix B - Report of the Chairman of the Board of Directors on the terms and conditions for preparing and organising the work of the Board of Directors and on internal control and risk management procedures in compliance with Article
L. 225-37 of the French Commercial Code – Part I – Conditions for preparing and organising the work of the Company’s
Board of Directors – e) Principles and rules for the determination of compensation and in-kinds benefits for corporate officers.
Board or Committee meeting at which they are present, except for the Chairman of the Audit Committee who receives an amount equal to EUR 4,000 as special fees for his function. The payment of the directors fees is made at the end of each quarter. Moreover, the individual independent members of the Board received in 2011, the single sum of EUR
10,000 in Company’s shares, that the Director commits to keep until the end of his/her appointment. The paid amounts have been properly used to that effect.
(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. (2) Directors whose appointment ended on 4 May 2011 (3) Director whom appointment ended on 4 November 2010. (4) Directors appointed by the Annual Ordinary General Meeting of the Shareholders of 4 May 2011. (5) Director appointed by the Annual Ordinary General Meeting of the Shareholders of 28 April 2010. (6) Director representing the employees elected by the Annual Shareholders’ Meeting of 24 May 2007 as employee representative. His directors’ fees are paid to the CFDT union.
Moreover, certain SCOR directors participate, or have participated, on the Boards of Directors of the Group’s subsidiaries and received directors’ fees in 2011 and/or 2010 as follows: SCOR Reinsurance Company
Gross compensation paid in 2011 to the Group Executive Committee members (including the Chairman and Chief
Executive Officer) as of 31 December 2011 amounts at EUR 8,787,337 (1). In addition, they were awarded a total number of 1,034,000 shares (including those of LTIP) and 517,000 stock options in 2011 for a total estimated value of 15.1.2.1 Remuneration to the Chairman and Chief Executive Officer
Corporate Officer considering that those are in line with SCOR corporate governance principles.
Confederation) recommendation applicable to the Chairman and Chief Executive Officer, there is no employment contract between Mr. Denis Kessler and the Company. Following the recommendation of the Compensation and
 will receive a variable annual compensation, capped at EUR 1,000,000 determined as follows: - 50% on the basis of the achievement of personal objectives, defined annually at the beginning of each year by the Board of Directors 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
Pursuant to the decision of the Board of Directors’ meeting of 21 March 2006, the Chairman and Chief Executive Officer shall benefit from a specific life insurance subscribed by the Group aimed at covering the risks inherent to the functions of Chairman and Chief Executive Officer for an amount equivalent to three years of fixed and variable compensation.
(1) In Section 15.1.2 Executive Committee members remuneration, the exchange rates used (official exchange rates of the Reference Document) are : 1 EUR =1.2288 CHF and 1 EUR= 1.3964 USD . (2) The amount corresponds to the IFRS 2 Share-based Payment fair value as described in note 18 of Section 20.
In addition, the Chairman and Chief Executive Officer is entitled to the following benefits in kind:  a health insurance policy under the terms of a contract dated 16 September 1988;  an “all causes” death or permanent disability insurance policy for Company Executives, dated 30 June 1993.
 In the event that the Chairman and Chief Executive Officer is dismissed or his departure is imposed due to a change in the structure of the share capital of the Company or in the strategy of the Group, which in each case substantially affects the content of his duties or the continuation of his activities and the normal exercise of his powers within the Company, the Chairman and Chief Executive Officer will benefit from (i) a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure (depending on certain performance criteria determined by the Board of Directors upon recommendation of its Compensation and Nomination Committee), (ii) a cash payment compensating him for his inability to exercise stock options granted prior to his departure date and which he would otherwise be unable to exercise due to the vesting period conditions set forth in the applicable stock option plan, in an amount to be determined by an independent expert using the “Black-Scholes” pricing model, and (iii) a cash payment compensating him for his inability to definitively acquire Ordinary Shares granted to him for free prior to his departure and which he would otherwise be unable to acquire due to the terms and conditions of the applicable free share allocation plan, for a price per Ordinary Share equal to the average of the Company’s share price on the date of his departure.
For more details, see Appendix B – I. Terms and conditions for preparing and organizing the work of the Board of
Directors, (F) Principles and rules stated for the determination of compensation and in-kind benefits for corporate officers.
The following table presents a summary of the total compensation including gross compensation, shares and stock options granted to the Executive and Corporate Officer for fiscal years 2011, 2010 and 2009: Summary table of the gross compensation, shares and stock options granted to the Executive and Corporate Officer: In EUR
Reminder of the specific award conditions applicable to the Corporate Officer in respect of the principles AFEP / MEDEF: The Board of Directors of 3 April 2007 decided that for all the grants posterior to that date, the Corporate 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 and free shares granted until the termination of his duties.
(3) It should be noted that the figures stated above do not represent paid compensation but correspond to actuarial estimates in line with AFEP/MEDEF
governance code for listed companies. These grants are subject to presence conditions and, for some grants, to performance conditions. Please refer to the sections 17.3 of this Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers on 8 March 2011 and 3 March 2010 under number n. D.11-0103 and D. 10-0085 for the details of the performance conditions applicable to the shares and stock-options granted to the Executive and Corporate Office.
The following table presents the summary of gross compensation paid to the Executive and Corporate Officer during fiscal years 2011, 2010 and 2009: Summary table of gross compensation paid to the Executive and Corporate Officer
In accordance with the AFEP/MEDEF corporate governance code of listed corporations, the following tables present for the Executive and Corporate Officer the stock options granted and exercised during the fiscal year as well as the grants and performance shares vested during the fiscal year.
Subscription and share purchase options granted to the Executive and Corporate Officer
Subscription and share purchase options exercised by the Executive and Corporate Officer
Denis Kessler 7 March 2011 125,000 2,203,750 8 March 2013 8 March 2015
15.1.2.2 Gross remuneration to Executive Committee members (COMEX) other than the Chairman as of 31 December 2011
The following table presents the gross compensation related to fiscal years 2011, 2010 and 2009 and paid in 2011, 2010 and 2009 to the members of the Executive Committee: Members of the Executive Committee - Gross Compensation 2011 2010 2009
Paolo De Martin (Paid in CHF**) 1,231,505 1,192,655 1,203,763 1,191,556 1,191,719 1,059,714
Executive Committee (other than the Chairman and Chief Executive Officer) on the proposal of the Chairman. 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 total amount of the variable portion cannot exceed 80 % of the fixed compensation for
The following table presents the components of the actual gross compensation paid in 2011, 2010, 2009 to the members of the Executive Committee (other than the Chairman and Chief Executive Officer).
(*) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2288 CHF (the exchange rate of reference for the DDR). (**) Those allowances cover business expenses (***) This amount includes an expatriation premium related to fiscal year 2010. (****) This amount includes an expatriation premium related to fiscal year 2009. (*****) This amount includes an expatriation premium related to fiscal year 2009 and an expatriation premium related to fiscal year 2008. (******) The compensation is paid in USD since 10 August 2011, the exchange rate used is: 1 EUR = 1.3964 USD (the exchange rate of reference for the DDR). (*******) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2288 CHF.
Paolo De Martin (Paid in CHF*) 659,977 541,425******* 30,103** 1,231,505 659,977 514,782
Paul Rutledge (Paid in USD***) 143,060 100,011 4,958 248,029 N/A N/A
In EUR Fixed compensation Variable compensation Premiums/All owances Gross compensation Fixed compensation Variable compensation
Following its relocation from France to Switzerland as of 1 October 2011, Gilles Meyer was paid EUR 147,112 for his final settlement of all accounts.
The members of the Executive Committee do not receive directors’ fees in respect of their directorships of companies in which we hold more than 20 % of the capital.
For additional information on stock options held by members of the Executive Committee, refer to Sections 17.2.2 -
Stock options held by members of the Executive Committee and other company officers as of 31 December 2011 and 17.2.3 – Free allocation of shares to COMEX members and other company officers as of 31 December 2011.
The benefits in kind and insurance services granted to the Chairman and Chief Executive Officer are presented in
Appendix B - Report of the Chairman of the Board of Directors on the terms and conditions for preparing and organising the work of the Board of Directors and on internal control procedures in compliance with Article L. 225-37 of the French
15.2 Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year 2011
Like all the Group’s senior executives based in France and employed by the Group at 30 June 2008, the Chairman and
Chief Executive Officer benefits from pension coverage capped at 50 % of the average last salaries, provided in particular he has been with the Group for a minimum of five years. The rights to this pension are calculated on the basis of the average compensation received over the last five years with the Group. The right to a supplementary pension is only acquired under the condition notably that the beneficiary is a corporate officer or an employee of the Company when he claims his rights for the pension, according to the rules in force at that time.
June 2008 and are employed in France, are entitled to a guaranteed capped pension plan conditioned on a minimum five years length of service with the Group, the payment of which is based on their average compensation over the last five years. This pension plan was closed to employees hired after 30 June 2008.
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 Group is defined after deductions of the pensions paid out through the compulsory schemes.
Two executives under a Swiss contract are entitled to a specific scheme with a guaranteed pension of 50 % of the average compensation over the last five years before retirement.
The total commitment of the Group for defined benefits retirement plans for the Executive Committee members
16.1 Date of expiration of the current term of office 144 16.2 Information on service contracts of members of Administrative and Management bodies 144 16.3 Information on the Audit
Committee and the Compensation and Nomination Committee 144 16.4 Corporate governance regime 145
Denis Kessler Chairman of the Board of Directors and Chief Executive Officer
Non-Voting Director 2013 (*) 9 May 1994 (Director) 15 May 2003 (Non-
(*) 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.
16.3 Information on the Audit Committee and the Compensation and Nomination Committee
Since SCOR SE’s shares are listed on the Euronext, the provisions relating to corporate governance applicable to
The Board considered In application of 3 July 2008 Act implementing the European Union Directive 2006/46/CE of 14
The AFEP-MEDEF governance code can be referred to on the Company’s Internet site (www.scor.com) or on the
(1) Malakoff Médéric Group holds, as at 31 December 2011, 5 875 506 SCOR shares.
Mr. Daniel Lebègue Acquisition of shares for a total amount of
The table below presents the stock options and stock purchase allocation plans awarded to the members of the
Potential transaction volume (EUR) Exercise period 09/12/2017 05/21/2018 03/22/2019 03/18/2020 03/22/2021 09/14/2016 09/12/2017 05/21/2018 03/22/2019 03/18/2020 03/22/2021 09/03/2011 10/02/2011 02/27/2013 06/02/2013 08/25/2014 09/15/2015 09/14/2016 09/12/2017 05/21/2018 03/22/2019 03/18/2020 03/22/2021 09/01/2021 09/14/2016 09/12/2017 09/09/2018 03/22/2019 03/18/2020 03/22/2021
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 posterior to that date, the Corporate
Please refer to 17.3 of this Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers on 8 March 2011 and 3 March 2010 under number n. D.11-0103 and D.10-0085 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 Financial Statements, Note 12 – Stock Options.
17.2.3 FREE ALLOCATION OF SHARES TO EXECUTIVE COMMITTEE MEMBERS AND OTHER COMPANY OFFICERS AS OF 31 DECEMBER 2011
(*) In addition, in 2011, a limited number of executive members of Transamerica Re received, as a special measure in the course of the completion of the acquisition of Transamerica Re, a specific Integration Deferred Bonus paid in SCOR shares (141,500 free shares and performance shares for 15 Partners including 24,000 performance shares for Paul Rutledge) All these shares, potentially transferable on 11 August 2013, are subject to the satisfaction of performance and presence conditions.
March 2011 and 3 March 2010 under number n. D.11-0103 and D.10-0085 for the details of the performance conditions applicable to the stock-options.
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 April 3, 2007 decided that for all the grants posterior to that date, the Corporate
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 of 12 December 2008 decided that for all the grants posterior to that date, the Corporate Officer is required to buy on the market a number of shares equal to 5 % of the number of performance shares granted as soon as these shares may be sold.
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 three million (3,000,000) of shares. This authorization was given for a period of 18 months from 28 April 2010 and had canceled and replaced, for the unused portion thereof, the previous authorization as of April 15, 2009
Commercial 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.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 three million (3,000,000) of shares. This authorization was given for a period of eighteen months from 4 May 2011 and had canceled and replaced, for the unused portion thereof, the previous authorization as of 28 April 2010.
The Company's Board of Directors of 7 March 2011, on the proposal of the Compensation and Nominations Committee of 7 March 2011, decided on 22 March 2011, to allocate 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
The Chairman and CEO, acting upon delegation granted by the Board of Directors held on 7 March 2011, decided on 22
March 2011 stock option Plan (for the description of the performance conditions, refer to 17.3.1 – Stock option plan –
Company's Board of Directors of the Company would determine the identity of the beneficiaries of the allotment and the conditions and criteria for the allotment of the shares.
This authorization was given for a period of eighteen months from 28 April 2010 and had canceled and replaced, for the unused portion thereof, the previous authorization as of April 15, 2009.
On 4 May 2011, the Shareholder’s Meeting of the Company, in its twenty-ninth resolution, has authorized the Company’s
The Shareholders’ Meeting also decided that (i) the total number of free shares granted under this authorization may not exceed 3,000,000 Shares, (ii) the allocation of shares to their beneficiaries will be definitive only after a vesting period of a minimum set at two years for tax residents of France and a minimum of 4 years for beneficiaries not tax residents of
This authorization was given for a period of eighteen months from 4 May 2011 and had canceled and replaced, for the unused portion thereof, the previous authorization as of 28 April 2010.
April 2010, in its twentieth resolution, decided to allocate 125,000 performance shares to the Chairman and Chief
Committee members and Senior Global Partners) and half of the allocations awarded to the other (less senior)
beneficiaries, are subject to the satisfaction of the performance conditions. Three out of the four conditions outlined below:  The Standard & Poor’s financial strength rating must be at least “A” in 2011 and 2012;  The P&C business combined ratio must be less than or equal to 102 % on average in 2011 and 2012;  The Life business operating margin must be higher than or equal to 3 % on average in 2011 and 2012;  The SCOR group’s ROE for the financial years ending 31 December 2011 and 31 December 2012 must exceed the risk-free rate in 2011 and 2012 by at least 300 points on average.
Following authorization at the Shareholders Meeting of 4 May 2011, and as proposed by the Compensation and
Nominations Committee, the Chairman and Chief Executive Officer, acting upon delegation by the Company's Board of
The conditions of the plan are similar to those previously decided by SCOR (notably as regards to the presence condition), with a vesting period of 2 years for the tax residents of France (and an obligation to retain shares for a period of two years after the end of the vesting period), and of four years for the beneficiaries not tax resident of France.
This new compensation scheme reflects best market practices and aims to involve and associate our key employees in the Group long term development. The LTIP plan is entirely based on SCOR performance shares.
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 Board of Directors of 9 November 2011, upon the proposal of the Compensation and Nominations Committee, has set forth this collective free shares Plan and has delegated to the Chairman and Chief Executive Officer the powers to implement such Plan on 12 December 2011. Following this decision 141,020 free shares were allocated on 12
December 2011 to each employee non Partner of the Group following authorization at the Shareholders’ Meeting on 4
Following authorization by the Shareholders' Meeting on 4 May 2011, and as proposed by the Compensation and
September 2011. Half of these allocations are subject to the satisfaction of the same performance conditions as those set for the 7 March 2011 performance shares plan (for the description of the performance conditions, refer to paragraph
“7 March 2011 performance shares”). Following this decision, 18,800 performance shares were allocated on 12
The table below presents the total number of shares allocated in 2010 and 2011 by category within the Group : Total number of LTIP shares
Members of the Executive Committee 392,000 9 368,000 (3) 9 344,000 8
(1) Chairman and Chief Executive Officer (2) Including employees of Transamerica Re (3) In addition, in 2011, a limited number of executive members of Transamerica Re received, as a special measure in the course of the completion of the acquisition of Transamerica Re, a specific Integration Deferred Bonus paid in SCOR shares (141,500 free shares and performance shares for 15 Partners including one member of the Executive Committee). All these shares, potentially transferable on August 11th, 2013, are subject to the satisfaction of performance and presence conditions.
The following table shows the free shares plans currently in force within the Group: Shareholders meeting and Company's Board of Director
From 12 December 2011 to 12 December 2015 included No holding period
Requirement of presence at the company as of 7 March 2013
From 25 November 2009 to 25 November 2013 included No holding period
From 15 April 2009 to 15 April 2013 included No holding period
Requirement of presence at the company as of 15 August 2010 Performance conditions
During the exercise 2011, the rights vested into shares by the ten employees of the Company and of any company included in its consolidation whose number of shares thus obtained is the highest represent 439,500 shares. Those rights concerned, for the tax residents of France, the Free Share Plan of 16 March 2009 and 25 November 2009 whose transfer occurred on 17 March 2011 and 26 November 2011 and, for the not tax resident of France, the Free Share Plan of 24 May 2007 whose transfer occurred on 25 May 2011.
For the list of the stock options plans currently in force within the Group refer to Appendix A – 1.5. Notes to the
On 4 May 2011, the Combined Shareholders’ Meeting of the Company in its thirtieth first 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 Code, who are participants in savings plans and/or any mutual funds, eliminating the pre-emptive right they have. This new authorization replaces the authorization granted by the General Shareholders’ Meeting of 28
Additional pension guaranteeing 20 % to 50 % of the average last 5 years salaries according to seniority if the beneficiary is at SCOR at retirement
Pension 3 Payment of the pension benefits is based on the duration of affiliation to the Pension Scheme.
Pension 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
Share capital structure and voting rights in the Company to the knowledge of SCOR on the basis of a study of identifiable share (titres aux porteurs identifiables – TPI) conducted by the Company as at 31 December 2010: As at 31 December 2010 Number of shares % of capital % voting rights (1)
Split as at 31 December 2009: As at 31 December 2009 Number of shares % of capital % voting rights (1)
To SCOR’s knowledge, the percentage of share capital and voting rights held by its Directors and officers was 3.52% as
On 20 May 2009, Natixis Asset Management declared that, on 11 May 2009, it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held, on behalf of its clients, 5,889,078 shares representing 5,889,078 voting rights, or 3.20% of the capital and 3.28% of voting rights in SCOR and, on 3 July 2009, Natixis Asset
Management declared that, on 30 June 2009, it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 2,054,851 shares representing 2,054,851 voting rights, or 1.12% of the capital and 1.14 % of voting rights in SCOR.
On 27 October 2009, Barclays Global Investors UK Holding Ltd declared that, on 11 September 2009, Barclays Global
(Deutschland AG), portfolio management companies wholly owned by Barclays Global Investors UK Holding Ltd
(controlled by Barclays PLC) had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR
and that they held 5,085,731 shares representing 5,085,731 voting rights, or 2.76% of the capital and 2.83 % of voting rights in SCOR.
On 8 December 2009, BlackRock Inc., on behalf of funds and its clients, declared that, on 1 December 2009, it had exceeded the registered thresholds of 5% of the capital and voting rights in SCOR and that it held, on behalf of such funds and clients, 13,033,371 shares representing 13,033,371 voting rights, or 7.08% of the capital and voting rights in
On 21 April 2010, Amundi Asset Management declared that the three portfolio management companies of group Amundi, i.e. Amundi, Société Générale Gestion and Etoile Gestion SNC, (i) further to an acquisition made on 16 April, 2010, had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that they held in their OPCVM
4,723,216 shares and (ii) further to a sale made on April 20, 2010, had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that they held in their OPCVM 4,577,623 shares in SCOR.
On 30 June 2010, the group BNP Paribas declared that, on 30 June 2010, it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 1,859,774 shares representing 1.21% of the capital in
On 30 September 2010, BNP Paribas Asset Management declared on behalf of CamGestion, Fundquest France and of the affiliates of Fortis Investments integrated into BNP Paribas Investment Partners for the FCP, SICAV, Mandates and
On 1 December 2010, BlackRock Inc., on behalf of funds and its clients, declared that, on 25 November 2010, it had fallen below the tresholds of 5% of the capital and voting rights in SCOR and that it held 9,380,260 shares representing 4.997% of the capital in SCOR.
On 15 March 2011, BNP Paribas Asset Management declared that, on behalf of CamGestion, Fundquest France and of the affiliates of Fortis Investments integrated into BNP Paribas Investment Partners for the FCP, SICAV, Mandates and
FCPE, that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 4,369,809 shares representing 2.3259% of the capital in SCOR.
On 24 March 2011, BlackRock Inc., on behalf of funds and its clients, declared that it had fallen below the thresholds of 5% 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 14 April 2011, it declared that it had exceeded the thresholds of 5% of the capital and voting rights in SCOR and that it held 9,396,353 shares representing 5.01% of the capital in SCOR.
On 3 May 2011, Natixis Asset Management declared that it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held, 9,107,255 voting rights, or 4.851% of voting rights in SCOR
On 10 June 2011, BNP Paribas Asset Management declared, on behalf of CamGestion, Fundquest France and of the affiliates of Fortis Investments integrated into BNP Paribas Investment Partners for the FCP, SICAV, Mandates and
FCPE, that it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 5,633,484 shares representing 2.5263% of the capital in SCOR. On 14 June 2011, it announced that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 5,557,905 shares representing 2.4999% of the capital in SCOR. On 16 June 2011, it announced that it had exceeded the registered thresholds of 2.5%
of the capital and voting rights in SCOR and that it held 5,581,456 shares representing 2.5026% of the capital in SCOR.
Since 3 January 2009 and the completion of the Company’s reverse stock split, no further shares with a par value of
The bylaws moreover make no provision for shares giving dual voting rights. In addition, there is no limitation on voting rights in the bylaws. Therefore, there is no difference among the voting rights of SCOR’s various shareholders.
Transactions with related parties as required by the regulations adopted under EC regulation No. 1606/2002, entered into by the Group appear in Section 20.1.6 – Notes to the financial consolidated statements, Note 24 – Related party transactions.
Regulated agreements and commitments in accordance with Articles L. 225-38 and following of the French Commercial
We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements and commitments indicated to us, or we would have identified performing our role. We are not required to comment as to whether they are beneficial or appropriate or to ascertain the existence of any such agreements and commitments. It is your responsibility, in accordance with Article R. 225-31 of the French commercial code (Code de
(Code de Commerce) and the Article R.322-7 of the French insurance code (Code des assurances) concerning the implementation of the agreements and commitments which were already approved by the shareholders’ meeting.
We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie Nationale des Commissaires aux Comptes) relating to this type of engagement.
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 authorisation from your Board.
1. With SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG
Related persons: Denis Kessler as Chairman and Chief Executive Officer or SCOR SE and as Chairman of the Board of SCOR Global
Peter Eckert as administrator of SCOR SE and Deputy Chairman of the Board of SCOR Switzerland AG.
At its meeting of 27 July 2011, the Company’s Board of Directors authorized, pursuant to Article L.225-38 of the French
Commercial Code, the signature of an a agreement (“Facility Agreement”), finalized with Commerzbank, for the issue of stand-by letter of credit (“SBLC”), with regard to the Group’s insurance and reinsurance activity for a maximum amount of USD 250,000,000.
Pursuant to an accession letter dated 19 September 2011 SIRI acceded the Facility Agreement. Thus it can request utilisations up to a maximum amount of USD 250,000,000.
2. With SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG
Deutsche Bank dated 9 September 2011, effective as of 1 January 2012, with a maximum amount of USD 575 million
This guarantee is issued for a maximum amount of USD 287.5 million plus interests, costs and accessories as a guarantee of the commitments of SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and
Ireland Ltd). This guarantee is issued for a period of 4 years ending 31 January 2015.
The companies party to this agreement are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR
The first demand guarantee was signed on 9 November 2011. It gave rise to no payment during the 2011 financial year.
Authorization to execute a Master Trust Agreement with BNP Paribas and/or one of its subsidiaries (trustee), SCOR SE
Authorization to execute a Note Purchase and Paying Agency Agreement between SCOR SE and a bank syndicate including BNP Paribas with regard to a contemplated issuance of subordinated notes.
Commercial Code, the signature by SCOR SE, with regard to a contemplated issuance and placement of subordinated notes, of a Note Purchase and Paying Agency Agreement with a bank syndicate including BNP Paribas.
This Note Purchase and Paying Agency Agreement was signed on 31 May 2011 and gave rise to the payment of EUR
Under the terms of the Facility Agreement, BNP Paribas made a credit line available to the concerned Group’s companies, under the conditions stipulated in the Facility Agreement, in a maximum principal amount of USD
In order to guarantee its obligations under the terms of the Facility Agreement, each Group companies which is a party to the Facility Agreement granted/will grant a senior pledge on a financial instruments account to BNP Paribas under the terms of a pledge agreement entered/to be enter into with BNP Paribas (and the related pledge declaration) and pledged/will pledge (i) on the date of the signature of the pledge agreement, a number of OATs for a minimum amount equal to EUR 5,000; (ii) on 2 January 2009, an additional number of OATs for an amount equivalent to the value in euros of 55% of the SBLCs (corresponding to the letters of credit issued under the old credit agreement and assumed and extended by BNP Paribas); and (iii) to pledge before each new utilization a number of OATs for an amount equivalent to the value in euros of 55% of the amount of the new utilization.
The other companies within the Group could equally benefit from this agreement as amended.
AG (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.
At its meeting of 4 May and 27 July 2011, the Company's Board of Directors, in accordance with articles L. 225-38 and L.
225-42-1 of the French Commercial Code, and upon the recommendation of the Compensation and Nomination
(A). SCOR financial strength by S&P rating must be maintained (minimum) “A” on average in year n-1 and n-2; (B). SCOR Global P&C’s net combined ratio must be less than or equal to 102% on average in year n-1 and n2; (C). SCOR Global Life’s operational margin must be higher than or equal to 3% on average in year n-1 and n-2; (D). The SCOR group’s ROE must be higher than 300 points above the risk-free rate on average in year n-1 and n-2.
Scholes" pricing model;  a cash payment compensating him for his inability to definitively acquire SCOR SE Shares granted to him for free prior to his departure and which he would otherwise be unable to acquire due to the terms and conditions of the applicable free share allocation plan, for a price per SCOR SE Share equal to the average of the
Amendment to the additional pension plan subject to Article 39 of the French Tax Code (Code Général des Impôts)
This additional pension plan purports to determine the terms and conditions of additional pension plan benefits granted by the Company for the benefit of:  managers of the Group (cadres de direction) within the meaning of the professional agreement of 3 March 1993, who were exercising their activity within the Group on the date on which the additional pension plan took effect; and
In accordance with article R. 225-30 of the French commercial code (Code de Commerce), we have been advised that the implementation of the following agreements and commitments which were approved in prior years remained current during the year.
Parent company guarantee from SCOR SE in favour of SCOR Global Life Reinsurance Company of America (formerly known as XL Re Life America Inc) for reinsurance commitments.
At its meeting of 3 November 2009, the Company’s Board of Directors authorized, pursuant to Article L.225-38 of the
The parent guarantee was signed on 22 January 2010. It gave rise to no payment during the 2011 financial year.
Authorization to issue a First Demand Guarantee within the framework of the Stand-By Letter of Credit Facility.
At its meeting of 2 November 2005, the Board of Directors of the Company authorized, pursuant to Article L.225-38 of the French Commercial Code, the issuance by SCOR SE, regarding the « Stand-By Letter of Credit Facility Agreement »
with Société Générale with a maximum amount of USD 100 million, of a first demand guarantee.
Rückversicherung (Deutschland) AG (absorbed by SCOR Global Life SE on 19 October 2010).
The companies party to the Stand-By Letter of credit Facility Agreement with Société Générale are SCOR SE, SCOR
Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and SCOR Rückversicherung (Deutschland) AG
The first demand guarantee was signed on 10 June 2010 and was not utilised up to this date. It gave rise to no payment during the 2011 financial year.
At its meeting of 2 November 2005, the Board of Directors of the Company authorized, pursuant to Article L.225-38 of the French Commercial Code, the issuance of a parent company letter of guarantee intended to cover the financial obligations of SCOR Global Life (formerly SCOR VIE) under the terms of an agreement to issue letters of credit that would be signed by SCOR Global Life, SCOR Financial Services Limited (“SFS”) ans CALYON (“SFS-CALYON Letter of
This Agreement and this parent company guarantee were part of a transaction intended to provide SCOR Global Life
U.S. Re (“SGLR”) with additional financial resources so that it could meet the financial coverage requirements stipulated by the American “triple X” prudential regulations.
The transaction was submitted to the Department of Insurance of the State of Texas (U.S.) insofar as it requires a certain number of amendments to the retrocession treaty (Automatic Coinsurance Retrocession Treaty) executed on 31
SCOR to ten years; and (ii) the amount of the SCOR guarantee to USD 400 million, in line with the new term of coverage by the letter of credit and the new amount of the CALYON global commitment under the terms of the Agreement.
Retrocession agreement signed between SCOR SE and SCOR Global Life SE on 4 July 2006, as amended.
remained a reinsurance company, mainly because of the retrocessions established between SCOR Global Life SE and
Due to the completion of this merger on 25 July 2007, (but retroactive to 1 January 2007, under the terms of the merger agreement), the contracts underwritten by its German branch fall under the scope of the retrocession agreement (which
In order to maintain an appropriate capital structure of the new company SCOR Global Life SE, it has been decided to modify the scope of the internal retrocession agreement with SCOR SE (termination of the agreement in Singapore and in Canada).
As its meeting of 28 July 2010, the Company’s Board of Directors authorized, pursuant to Article L.225-38 of the French
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)
Deutsche Bank with a maximum amount of USD 325 million dated 23 October 2008, of a first demand guarantee.
In 2006, despite SCOR SE's contribution of its Non-Life reinsurance operations to SCOR Global P&C SE, SCOR SE
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 SE.
July 2006, in order to exclude from the retroceded business, as of 1 January 2007, the contracts underwritten by 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.
As its meeting of 3 December 2010, the Company’s Board of Directors authorized, pursuant to Article L.225-38 of the
Therefore, the amendment aims to:  include into the scope of the agreement with retroactive effect from 1 October 2010 the portfolios corresponding to the underwriting years 2002 to 2005,
The retrocession agreement, as amended, gave rise to the payment of EUR 60.2 million to SCOR SE during the financial year 2011.
At its meeting of 13 November 2007, the Board of Directors authorized the signature of an agreement with BNP Paribas to establish a notional cash-pooling between SCOR and the European entities of the Group.
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 Management
This agreement gave rise to the payment by SCOR SE to BNP Paribas of non-material amounts during the 2011 financial year.
This engagement letter was concluded on 26 April 2010. It gave rise to a payment of EUR 425,000 during the financial year ended 31 December 2011.
Authorization to execute an engagement letter between SCOR SE and BNP Paribas with regard to a contemplated acquisition
Authorization to execute an engagement letter and a subscription agreement between SCOR SE and a bank syndicate including BNP Paribas and to conclude an agency agreement between SCOR SE and BNP Paribas
French Commercial Code, the signature by SCOR SE, with regard to a contemplated issuance and placement of subordinated notes, of an engagement letter for a mission of financial advice and a subscription agreement with a bank syndicate including BNP Paribas and an agency agreement with BNP Paribas.
We have also been advised of the execution, during the year, of certain related party agreements and commitments already approved by the General Meeting of May 4, 2011, on Special Report of the auditors of March 7, 2011.
With SCOR Global Life SE; SCOR Global P&C SE; SCOR Switzerland AG ; Prévoyance Ré SA ;Irish Reinsurance
Partners Ltd (devenue SCOR Global P&C Ireland Ltd); SCOR Channel; SCOR Financial Services Ltd; SCOR U.K.
Company of Arizona; General Security National Insurance Company; Investors Insurance Corporation; SCOR
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 SE.
This transaction gave rise to the invoicing by SCOR SE of EUR 6,625,253 in 2011.
20.1 Historical financial information: consolidated financial statements 190 20.2 Auditing of historical consolidated financial information 285 20.3 Sources of financial information not extracted from the audited Financial Statements of the issuer and indication of such absence of audit 288 20.4 Date of most recently audited financial information 288 20.5 Interim and other financial 20.6 Dividend distribution policy 288 20.7 Litigation and arbitration 20.8 Material change in financial or commercial situation 288
Registration Document filed with the Autorité des Marchés Financiers on 8 March 2011 under Number D.11-0103,
(ii) The consolidated financial statements as at 31 December 2009 are included from pages 178 to 263 and the auditors’
Registration Document filed with the Autorité des Marchés Financiers on 3 March 2010 under Number D.10-0085,
Net cash flow provided by (used in) operations Note 12 530 656 851
Disposals of consolidated entities, net of cash disposed of 9 - -
Cash flows provided by (used in) investing activities (580) (730) (1,052)
Cash flows generated by (used in) financing activities 272 (314) (269)
Effect of change in foreign exchange rates on cash and cash equivalents 52 70 12
(1) Acquisitions and disposals of other insurance business investments also include movements relating to bonds and other short term investments which have a maturity date of < 3 months, and are classified as cash equivalents.
(1) Consolidated reserves and treasury shares are presented on the Balance Sheet within Retained Earnings.
Other comprehensive income net of tax - - 288 (20) - - - - 268
Taxes recorded directly in equity - - (110) 6 - - - - (104)
Other comprehensive income net of tax - - (234) 98 - - - - (136)
Effect of change in foreign exchange rates - - - 117 - - - - 117
Actuarial gains/losses not recognized in income - - - (5) - - - - (5)
Dividends paid - (3) - (198) - - - - (201) SHAREHOLDERS’ EQUITY 31 DECEMBER 2011 1.513 835 (178) 1,961 (121) 330 63 7 4,410
SCOR SE (“the Company”) is a European Company (Societas Europaea) domiciled in France and governed by the provisions of French law relating to European Companies as well as by the French corporate law provisions applicable to Sociétés Anonymes where this is not contrary to the specific provisions applicable to European Companies. SCOR’s shares are publicly traded on the Eurolist by Euronext Paris stock market and on the SIX Swiss Exchange (formerly known as the SWX Swiss Exchange). The principle activities of the Company and its subsidiaries (“the Group” or
The consolidated financial statements as at and for the year ended 31 December 2011 will be presented for approval at the Annual General Meeting which will take place on 3 May 2012.
SCOR’s consolidated financial statements for the years ended 31 December 2011, 2010 and 2009 have been prepared in compliance with IFRS issued by the International Accounting Standards Board (IASB) as adopted by the European
Union (“EU”) and effective as at 31 December 2011. In addition to fulfilling their legal obligation to comply with IFRS as adopted by the European Union, the Group and Company have also complied with IFRS as issued by the IASB and applicable as at 31 December 2011 not yet endorsed by the EU. The term “IFRS” refers collectively to International
Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) and to Interpretations of the
mandatorily applicable as at 31 December 2011. Refer to Note 1 (D) below for a detail overview on the new and amended International Financial Reporting Standards adopted by the Group and interpretations as endorsed by the
European Union applicable in 2011 and the standards which have been issued by the IASB during the period but have not been adopted by the European Union.
All material entities, in which SCOR owns directly or indirectly more than 50% of outstanding voting rights or has otherwise power of control, are fully consolidated. Control is the authority to direct financial and operational policies in order to obtain benefits from their operations.
The SPVs allow the retrocession of catastrophe losses financed by the issuance of catastrophe bonds. In accordance with SIC 12 Consolidation — Special Purpose Entities, these vehicles are not consolidated by the Group as SCOR does not control these entities and is not liable for any residual risks or benefits of ownership.
The Group has adopted the following new and amended International Financial Reporting Standards and interpretations as adopted by the European Union applicable in 2011 resulting in no material impact on the Group’s consolidated financial statements:  Amendment to IAS 32 – Financial instruments: presentation, “Classification of Rights Issue” issued in October 2009, for annual periods beginning on or after 1 February 2011, requires rights issues within the scope of the amendment to be classified as equity. The scope is quite narrow and applies only to pro-rata rights issues to all existing shareholders in a class. The application of this Amendment has not resulted in any material impact on the Group’s consolidated financial statements.
 Amendment to IAS 24 – Related party transactions issued in November 2009 aims to simplify the definition of a related party, clarifying its intended meaning and eliminating inconsistencies from the definition. In addition, it provides a partial exemption from the disclosure requirement for government-related entities. The application of this Amendment has not resulted in any material impact on the Group’s consolidated financial statements.
The following standards have been issued by International Financial Reporting Standards Board during the period but are not yet effective or have not been adopted by the European Union:  Amendment to IAS 1 – Presentation of Financial Statements was issued in June 2011 and requires entities to separate items presented in Other Comprehensive Income into two groups based on whether or not they are able to be recycled to profit or loss in the future. The application of this amendment is not expected to have a material impact on the Group’s consolidated financial statements.
 Amendment to IAS 12 – Recovery of Underlying Assets introduces an exception to the measurement principles of deferred tax assets and liabilities arising from assets measured using the fair value model under IAS 40,
Investment Property. The application of this amendment is not expected to have a material impact on the
Involvement’ in them. The application of this amendment is not expected to have a material impact on the
Financial Statements that addresses the accounting for consolidated financial statements. It also includes the issues raised in SIC-12 Consolidation – Special Purpose Entities. The standard establishes a single control model that applies to all entities. It will require management to exercise judgement to determine which entities are controlled, and therefore are required to be consolidated by a parent. It is effective for annual periods beginning on or after 1 January 2013. The adoption of IFRS 10 is not expected to have a material impact on the Group’s consolidated financial statements.
 IFRS 11 – Joint Arrangements replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled
Entities – Non-monetary Contributions by Venturers. The standard addresses two forms of joint arrangements, i.e., joint operations and joint ventures. To assess whether there is joint control IFRS 11 uses the principle of control in IFRS 10. The existing option to account for jointly controlled entities under IAS 31 using proportionate consolidation is removed in this standard. The effective date of this standard is 1 January 2013.
SCOR has no material joint arrangements. As such the adoption of this standard is expected to have no impact on the financial statement of the Group.
 IFRS 12 – Disclosure of Interests in Other Entities includes all the disclosures that were previously in IAS 27,
IAS 31 and IAS 28 Investment in Associates. A number of new disclosures are added to the existing requirements such as the judgments made to determine whether control of another entity exists. This standard is effective for the annual periods beginning on or after 1 January 2013. IFRS 12 is a disclosure only standard and therefore will have no effect on profit or loss or the equity of the Group.
Where the functional currency of an entity is not the same as the reporting currency used to present the Group’s consolidated financial statements, assets and liabilities of the entity are translated using the exchange rate at the balance sheet date and the statement of income is translated using the average exchange rate for the period.
Translation differences are recognized directly in shareholders’ equity as “translation adjustments”. Transactions denominated in foreign currencies (currencies other than the functional currency) are translated into the functional currency at the rate of exchange at the date of the transaction (for practical purposes, an average rate is used).
Group’s share of the net assets of the acquired company and is included in intangible assets. If the business combination is achieved in stages, the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Gains or losses arising from the de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of income when the asset is derecognized.
VOBA relates to life reinsurance portfolios acquired in a business combination. VOBA is capitalized as the present value of the stream of expected future cash flows. These estimates include the future technical result, and the future
VOBA also includes the intangible asset related to the acquisition of the business portfolio of ReMark Group BV
(“ReMark”) to reflect the substance of the stream of expected future profits.
Annually each investment property is subject to an in-depth analysis of its market value or “fair value” by an independent appraiser. The fair value is calculated using a discounted cash flow model based on current market assumptions and considers rental status, completeness of construction and renovation work, as well as recent developments within the local real estate market. If the fair value is below the carrying amount, the related impairment losses are recognized in the statement of income. The impairment recorded is equal to the difference between the fair value and the net book value.
The Group classifies its financial assets in the following categories: available-for-sale, fair value through income, loans and accounts receivable and cash and cash equivalents. There are currently no assets classified as held-to-maturity.
Non-derivative financial assets, where payment is fixed or determinable and which are not listed on an active market, are also included within this category and these are recognized at amortized cost using the effective interest rate method.
An embedded derivative is a component of a hybrid instrument which includes a non-derivative host contract, which causes part of the hybrid instrument’s cash flow to vary in the same way as that of a freestanding derivative.
A material embedded derivative is separated from the host contract and is recognized as a derivative:  when its economic features and risks are not closely linked to the economic features of the host contract;  where the embedded instrument has the same conditions as a separate derivative instrument; and
A derivative instrument designated as fair value hedge is initially recognized at fair value on the date on which the derivative contract is entered into. The carrying amount of the hedged item is adjusted for gains and losses attributable to the risk being hedged. The derivative is remeasured at fair value and gains and losses are recognized in the income statement.
A derivative instrument designated as cash flow hedge is initially recognized at fair value on the date on which the derivative contract is entered into. The effective portion of the gain or loss on the hedging instrument is recognized in other comprehensive income in the cash flow hedge reserve, while the ineffective portion is recognized in the income statement. Amounts taken to other comprehensive income are transferred to the income statement when the hedged transaction effects the income statement, such as when hedged financial income or financial expense is recognised or when the forecast sale or purchase occurs.
As the Group is responsible for determining the fair value of its investments, regular analysis is performed to determine whether prices received from third parties are reasonable estimates of fair value. The Group’s analysis includes: (i) a review of price changes made in the investment management systems; (ii) a regular review of pricing deviations
The fair value of floating rate and overnight deposits with credit institutions is their carrying value.
For certain investments, in addition to the above impairment guidelines, SCOR takes into consideration other important factors such as:  the fact that the asset is specifically excluded from any actively traded portfolio;  SCOR’s ability and intent to continue to hold the investment for a significantly longer period than a normal investment;  SCOR’s business relationship with the investee; and
Where the Group expects the provision to be reimbursed for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is probable.
Incremental external costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax from the proceeds of the issue.
Dividends declared on ordinary shares are recognized as a liability when such dividends have been approved by shareholders at the relevant annual general meeting.
Assumed and ceded reinsurance transactions are those contracts that transfer significant reinsurance risk at the inception of the contract. Reinsurance risk is transferred when the Group agrees to compensate a cedant if a specified uncertain future event (other than a change in financial variable) adversely affects the cedant. Any contracts not meeting the definition of a reinsurance contract under IFRS 4 - Insurance Contracts are classified as investment contracts or derivative contracts as appropriate.
Assumed and ceded reinsurance transactions that do not transfer significant risk are recognized in the accounts in accordance with IAS 39 - Financial Instruments: Recognition and Measurement, which means that amounts collected are no longer recognized as premiums, reserves and deferred acquisition expenses recorded as assets or liabilities on the balance sheet and are reclassified as “financial contract liabilities” and “financial contract assets”. These deposits are assessed only on the basis of financial flows and no longer on the basis of estimated ultimate results as required by accounting principles applicable to insurance transactions. Income from these transactions is equal to SCOR’s net fee or spread and is recorded under “other operating income” on the statement of income.
Non-Life gross premiums written and earned are based upon reports received from ceding companies, supplemented by the Group’s own estimates of premiums written and earned for which ceding company reports that have not yet been received. Differences between such estimates and actual amounts are recorded in the period in which the estimates are changed or the actual amounts are determined. The difference between ultimate estimated premiums, net of commissions, and premiums reported by ceding companies, is recorded under accounts receivable arising from assumed reinsurance transactions. Premiums are earned on a basis that is consistent with the risks covered under the terms of the reinsurance contracts, which is generally one to two years. For certain U.S. and Japanese catastrophe risks, agriculture risks in Brazil and certain other risks, premiums are earned commensurate with the seasonality of the underlying exposure.
For the measurement of deferred acquisition costs, value of business acquired and reserves recognized for different insurance portfolios, SCOR applies the shadow accounting principles stipulated in IFRS 4. As the amortization of DAC
Participations in syndicates operating at Lloyd’s of London are accounted for on an annual accounting basis with a delay due to the transmission of information from syndicates that the Group does not control. The Group recognizes its proportionate share of the syndicates insurance and reinsurance premiums as revenue over the policy term, and claims, including an estimate of claims incurred but not reported. On the closure of an underwriting year, typically three years after its inception, syndicates reinsure all remaining unsettled liabilities into the following underwriting year, a mechanism known as Re-Insurance To Close (“RITC”). If the Group participates on both the accepting and ceding years of account and has increased its participation, RITC paid is eliminated, as a result of this offset, leaving an element of the RITC
IFRS 4 provides for the separation of embedded derivatives in insurance contracts, when these hybrid contracts are not assessed at fair value through income, and when the features of the embedded derivatives are not closely linked with the features and risks of the host contract, and when the embedded derivative meets the definition of a derivative instrument. Embedded derivatives which meet the definition of an insurance contract are not separated.
For defined contribution plans the employer pays fixed contributions into a separate entity, with no legal or constructive obligation to pay further contributions. As a result, only contributions paid or due for the financial year are charged to the
In assessing the Group’s liability for these plans, the Group uses external actuarial valuations which involve critical judgments and estimates of mortality rates, rates of employment turnover, disability, early retirement, discount rates, expected long-term rates of return on plan assets, future salary increases and future pension increases. These assumptions may differ from actual results due to changing economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in variability of pension income or expense recorded in future years. Actuarial gains and losses arising from experience adjustments and the effects of changes in actuarial assumptions are reflected in shareholders’ equity.
Provisions, contingent assets and contingent liabilities have also been assessed at the acquisition date for the entities acquired. Such positions are subject to revision as at the acquisition date while the initial accounting is not final. Any revision after the initial accounting is final is recognized in the statement of income in accordance with IFRS 3 –
Taxes relating to items recorded directly in shareholders’ equity are recorded directly in equity and not in the statement of income.
The SCOR Global Life segment offers the following lines of business: Life (treaties with mainly mortality risks); Life
Financing Reinsurance; Critical Illness; Disability; Long Term Care; Health; Annuities; and Personal Accident.
As at 1 January 2011, the cost allocation methodology of the Group was refined in the preparation of segment information, resulting in a new corporate cost center being created, Group Functions. Group Functions is not an operating segment and does not generate revenues. The costs in Group Functions are Group related costs that are not directly attributable to either the Non-Life or Life segments. Group Functions includes the cost of departments fulfilling duties for the benefit of the whole Group, such as the costs for Group Internal audit, Group Chief Financial Officer functions (Group Tax, Group Accounting, Group Consolidation and Reporting), Group Chief Operating Officer functions
(Group Legal, Group Communication, Group Human Resources) and Group Chief Risk Officer expenses.
The Group Functions costs are included in the subsequent table in which prior year amounts have been adjusted for comparative purposes.
Gross benefits and claims paid (2,615) (3,038) - (1) (5,654) (2,386) (2,405) - - (4,791) (2,458) (2,226) - - (4,684)
Gross commission on earned premiums (804) (773) - - (1,577) (694) (714) - - (1,408) (669) (665) - - (1,334) GROSS TECHNICAL RESULT
Change in ceded unearned premiums (1) 32 - - 31 1 7 - - 8 (5) - - - (5)
Other income and expense from reinsurance operations (34) (19) - (2) (55) (3) (18) - (2) (23) 4 5 - (2) 7
Realized capital gains/(losses) on investments 40 148 - (1) 187 52 157 - (2) 207 41 136 - - 177
Gross benefits and claims paid (2,376) (2,406) - (4,782) (2,449) (2,225) - (4,674)
Gross commission expense (694) (714) - (1,408) (669) (665) - (1,334) GROSS TECHNICAL RESULT (2) (33) 428 - 395 (1) 339 - 338 Ceded gross written premiums (286) (265) - (551) (333) (245) - (578)
Change in ceded unearned premiums 1 7 - 8 (5) - - (5)
NET TECHNICAL RESULT (2) (13) 248 - 235 (29) 231 - 202 Other operating revenues (3) (18) (2) (23) 4 5 (2) 7 of which other income and expenses excluded from combined ratio calculation - (27)
Realized capital gains/(losses) on investments 52 157 (2) 207 41 136 - 177
Change in fair value of investments 3 (3) - - 12 7 - 19
The following tables set forth the Group’s gross written premiums by geographic region as well as certain assets and liabilities for the financial years ended 31 December 2011, 2010, and 2009.
Asia Pacific / Rest of world 85 69 57 608 450 324
Asia Pacific / Rest of world 541 462 399 976 837 669
Net cash flows from operations 402 128 530 457 199 656 384 467 851
Net cash flows from financing activities (68) 340 272 (281) (33) (314) (239) (30) (269)
Cash and cash equivalents at 31 December 705 576 1,281 687 320 1,007 752 573 1,325 20.1.6.3 NOTE 3 - ACQUISITIONS AND DISPOSALS
The transaction is financed by SCOR through the use of own funds and limited debt issuance, without the issuance of any new shares.
(1) Based on the EUR/USD exchange rate at the date of acquisition (2) Gain from bargain purchase valued at the average EUR/USD exchange rate of 0.7148 for the year ended 31 December 2011
The VOBA has been estimated at EUR 540 million based on the best estimate of expected future profits using a discount rate including an appropriate risk premium.
Share of Transamerica Re income included in the SCOR Group’s consolidated income