RBS. This dual-swap transaction has been concluded for 5 years commencing in 2007 and ended in April 2012. The two separate swaps were calculated and settled annually in April of each year:  SCOR swaps the French offices total return for 1Y Euribor + 2.20%.
The indices used to measure the relevant real estate returns are those issued by an independent third party company (IPD).
These indexes are obtained by the analysis of the appraised market values on 31 December of each year and rental incomes of the real estate portfolios of institutional investors using the independent third party provider. The indices are therefore derived from a large and diversified data base. The notional exposure for each of the four components of the transactions was EUR 30 million. The termination had no material P&L impact in 2012.
SCOR has entered into interest rates swaps to cover its exposure to financial debt with variable interest rates relating to real estate investments. The fair value of these swaps is obtained from the banking counterparty using market inputs. As part of the usual analysis of accounts processes these third party valuations are checked for reasonableness against internal models. The total notional amount relating to these swaps is EUR 302 million as at 31 December 2012 (2011: EUR 326 million). Net interest paid under these swaps amounted to EUR 17 million in 2012 (2011: EUR 4 million).
Cash-flow hedge accounting is applied when the hedging relationship is determined to be highly effective. Effectiveness testing is performed at the inception of the hedging relationship and at each balance sheet date throughout the term of the hedge relationship. Where hedge effectiveness is not attained, the hedging instrument (interest rate swap) is measured at fair value through profit and loss from the date the hedge relationship ceases to be effective. As at 31 December 2012, the fair value of the interest rate swaps was a liability of EUR 36 million (2011: liability of EUR 24 million). The amount recognized in other comprehensive income in 2012 is EUR (12) million (2011: EUR (21) million). The amount recognized in the statement of income in 2012 was EUR (2) million (2011: EUR (2) million).
In order to hedge the FX risk associated with the debts issued in CHF (CHF 650 million issued in 2011, CHF 315 million issued in 2012, see Note 14 – Financial debt), SCOR entered into cross-currency swaps which exchange the principals into
Cash-flow hedge accounting is applied. The fair value of the swaps is obtained from the banking counterparty using market inputs. As part of the usual analysis of accounts processes these third party valuations are checked for reasonableness against internal models. The total relating notional amount is CHF 965 million as at 31 December 2012 (2011: CHF 650 million). Fair value of the swaps is EUR 9 million as at 31 December 2012 (EUR 15 million as at 31 December 2011). EUR 7 million of the fair value movement during the year was credited to the statement of income
SCOR purchases and sales forward currency contracts to reduce its overall exposure to balances held in currencies other than the functional currencies of its subsidiaries. The contracts are recorded at their net fair value from valuations provided by banking counterparties using market inputs. The outstanding contracts at 31 December 2012 and 2011, converted into
EUR at the closing rates, were as follows: Forward sales Forward purchases
In EUR million Notional Fair value Notional Fair value 31 December 2012 610 6 647 14
Amounts are recorded in the balance sheet representing the instrument asset recognized at fair value through P&L and other liabilities representing the value interest payments. In the absence of observable market inputs and parameters to reliably determine a fair value for this derivative instrument, the best measure of fair value is the expected cost of the instrument, corresponding to the total annual fees payable under the arrangement net of the warrants’ subscription amount received, amortized over the life of the instrument. These assets are disclosed as level 3 investments within insurance business investments (see Note 6 – Insurance business investments).
SCOR Gestion financière 100% France 4 - - - 4 Total 2012 (1) 84 ASEFA 40% Spain 1,039 950 122 4 38
SCOR Gestion financière 100% France 4 - - - 4 Total 2011 (1) 83 ASEFA 40% Spain 1,056 971 107 5 34
Assumed insurance and reinsurance accounts receivable 2,110 2,095 4,205 2,196 1,888 4,084
Liabilities for cash deposits from retrocessionaires (359) (210) (569) (337) (197) (534)
Accounts payable on ceded reinsurance transactions (517) (371) (888) (454) (398) (852)
Accounts receivable from and payable to cedants and retrocessionaires are mostly due in less than one year. A complete aging of financial assets is included in Note 26 – Insurance and financial risk.
Capitalisation of new contracts for the period / Change of the period 224 360 584 98 313 411 51 280 331
Other changes (including change in shadow accounting) - - - - - - (46) - (46)
Total cash and cash equivalents include short term deposits and investments, which mature less than three months from the date of the initial investment and earn interest based on the daily rates for short term deposits. Money market funds meeting certain criteria are also classified as cash equivalent.
Liquidity is defined as cash and cash equivalents (as presented above) and short term investments comprised primarily of government bonds maturing between 3 and 12 months from date of purchase (as presented within Note 7 – Loans and receivables). Total liquidity as at 31 December 2012 is EUR 2,735 million (2011: EUR 3,055 million).
During the year the Group received and paid out operational cash relating to investment income and taxes. Dividend and interest cash receipts relating to investments held during the year were EUR 34 million (2011: EUR 50 million and 2010: EUR 40 million) and EUR 354 million (2011: EUR 360 million and 2010: EUR 399 million). Tax cash outflows/inflows during the year were EUR (89) million (2011: outflow of EUR 15 million and 2010: inflow of EUR 13 million).
The authorized share capital of the Company at 31 December 2012 was 192,384,219 shares with a nominal value of
The number of ordinary shares which were issued and fully paid in circulation as at 31 December 2012, 2011 and 2010 were as follows: Share capital increase – acknowledgement by the Board of Directors – 2 March 2010 - - 10,705
Share capital increase – exercise of stock options – 31 March 2010 - - 1,137
Share capital increase – exercise of stock options - 30 October 2010 - - 6,647
Share capital increase – exercise of stock options – 28 February 2011 - 42,140 -
Share capital increase – exercise of stock options – 30 April 2011 - 1,000 -
Share capital increase – exercise of stock options – 31 May 2011 - 24,595 -
Share capital increase – exercise of stock options – 30 June 2011 - 2,134 -
Share capital increase – exercise of stock options – 31 January 2012 17,486 - -
Share capital increase – exercise of stock options – 29 February 2012 20,112 - -
Share capital increase – exercise of stock options – 30 April 2012 6,359 - -
Share capital decrease – decision of the Board of Directors - 3 May 2012 (216,250) - -
Share capital increase – exercise of stock options – 31 May 2012 2,500 - -
Share capital increase – exercise of stock options – 31 August 2012 38,559 - -
Share capital increase – exercise of stock options – 31 December 2012 51,757 - -
EUR 2 million (EUR 1 million in share capital and EUR 1 million in additional paid-in capital). This resulted in the creation of 145,254 new shares throughout the year.
In 2011, the movements were due to the following operations:  The Board of Directors held on 7 March 2011 decided to reduce the share capital by cancellation of 146,663 treasury shares for a total value of EUR 1.15 million.
EUR 9.4 million (EUR 4.5 million in share capital and EUR 4.9 million in additional paid-in capital). This resulted in the creation of 579,166 new shares throughout the year.
The shares issued in 2012, 2011 and 2010 were issued at a nominal price of EUR 7.8769723 per share.
The number of shares held as treasury shares by the Company or its subsidiaries at 31 December 2012 amounted to 8,930,686 shares compared to 7,262,600 shares at the end of 2011. These treasury shares are not entitled to dividends.
In the context of a contingent capital arrangement program, SCOR issued 9,521,424 warrants on 17 December 2010 to
(in its capacity as an insurer/reinsurer) reaches certain contractual thresholds in any given calendar year between 1 January 2011 and 31 December 2013 or if no drawdown already took place in the context of the agreement and SCOR’s share price drops below EUR 10.
On 16 May 2012, SCOR signed a new natural catastrophe financial coverage facility in the form of a contingent capital equity line with UBS. This new facility is an extension of its existing 2010 contingent capital equity line. Under this new equity line, SCOR benefits from an additional EUR 75 million financial coverage from 1 January 2012 to 31 December 2013, thereby increasing its existing contingent capital equity line from EUR 75 million to EUR 150 million.
In this regard, and in line with the Group’s new strategic plan “Strong Momentum” which runs from 2010 to 2013, the Group aims to achieve the following objectives:  Optimization of the Group’s risk profile;  ‘AA’ level of financial security;  Profitability of 1000 basis points above the three-month risk-free rate over the cycle.
The Group also holds Buffer Capital in addition to the solvency capital required to support the retained (after retrocession)
Group’s risk profile to ensure that the Group’s risk appetite remains aligned with the Group’s strategy. The capital management process is ultimately subject to approval by the board after a formal presentation to its risk committee.
Capitalization and indebtedness was comprised of the following: In EUR million Book value Book value
IFRS basis. The statutory basis of accounting in various countries is very often different from IFRS giving rise to potential differences between IFRS capital and statutory capital.
(GAAP) requirements. This was first performed by the Group in 2008 and subsequently an update was performed at the end of 2009, 2010 and 2011 . The results of these assessments confirm that the Group meets the requirements of the “Solvency
The movement in the translation adjustment is primarily due to the translation of accounts of the subsidiaries and branches not using EUR as the functional currency. In 2012, the Group hedged itself against certain movements in the net asset value of its U.S. dollar denominated subsidiaries. These hedges were effective and resulted in a total negative foreign exchange impact of EUR 13 million within equity in 2012 (2011: EUR 13 million, 2010: EUR 22 million). As at 31 December 2012, the
The Group reviews the functional currency of its entities on an ongoing basis to ensure they appropriately reflect the currency of the primary economic environment in which they operate. As at 1 January 2010, the functional currencies of two of the Group’s subsidiaries; SCOR Switzerland AG, and SCOR Holding Switzerland, were changed with prospective application from USD to EUR. As at 1 January 2011, the functional currencies of the UK branches of SCOR Global P&C SE,
Ltd, were changed with prospective application from USD to SGD and from USD to KRW respectively. Also as at 1 January 2012, Zurich branch of SCOR SE changed its functional currency with prospective application from CHF to EUR.
Certain group entities are subject to local regulatory requirements in the jurisdiction in which they operate which could limit their ability to pay dividends in the future
The Group’s Swiss subsidiary SCOR Switzerland AG is submitted to dividend distribution restrictions. On 26 June 2007, in relation with the take-over of Converium by the company, the Swiss Financial Market Supervisory Authority (FINMA) issued an ordinance which requires its approval for e.g. dividend payments, for transactions above USD 100 million per transaction or aggregated over a calendar year USD 200 million. On 1 April 2010, FINMA revoked this ordinance, however subject to
SCOR Switzerland AG’s written confirmation that the company submit all transactions over USD 100 million per transaction or USD 200 million on an aggregated basis during the calendar year to FINMA for prior approval. As at 8 August 2012 these specific reporting requirements were fully revoked and only the regulatory requirements are to be observed by SCOR
Libor rate plus (i) 0.80% for the first ten years and (ii) 1.80% thereafter. The Group decided not to redeem the
USD 100 million of subordinated floating rate notes due 2029 at their first call date in June 2009.
EUR 50 million Perpetual Step-Up subordinated notes were issued on 23 March 1999. These notes were redeemable at the issuer’s option after 15 years following their issue date, and at a 5-year interval, beyond the 15 years. The floating-rate notes bore interest indexed on the 6-month Euribor plus (i) 0.75% for the first fifteen years of the issue, and (ii) 1.75% beyond the
 A change in the accounting of the instrument on the basis of accounting principles in France or the U.S., or changes in methods used by rating agencies which become unfavourable for SCOR.
SCOR has entered into a cross-currency swap which exchanges the principal into EUR and exchanges the CHF coupon on the notes to EUR 6.98% and matures on 2 August 2016. Refer to Note 8 – Derivative Instruments for Currency Swap fair values. On 11 May 2011, SCOR reopened its existing CHF perpetual subordinated notes placement by issuing an additional amount of CHF 225 million. The placement was increased to CHF 250 million at the settlement date of 3 June 2011, given the market appetite. The notes are fungible to those issued on 2 February 2011. The conditions and the accounting treatment are similar to the first placement.
SCOR has entered into a cross-currency swap which exchanges the principal into EUR and exchanges the CHF coupon on the notes to EUR 6.925% and matures on 2 August 2016. Refer to Note 8 – Derivative Instruments for Currency Swap fair values.
This instrument is recognized as debt because under the terms and conditions of the issuance contract, SCOR does not have an unconditional right to avoid delivering cash to settle the contractual obligation and based on projected cash flow there is no equity component of the instrument.
EUR 409 million (EUR 419 million as at 31 December 2011) including EUR 3 million of financial lease contract (2011: EUR 10 million). The main property related bank loan amounts to EUR 170 million and is used to finance the Group’s headoffice in Paris, at Kléber. It bears interest indexed to the 3-month Euribor rate plus 1.35% and is redeemable in June 2018.
Ceded claims reserves & claims expense reserves (282) (149) (690) (765) (972) (914)
A significant portion of SCOR Global P&C reserves relates to liabilities payable in currencies other than the EUR. The fluctuations of the EUR to those currencies are embedded in the data in the below table.
Ceded claims reserves & estimates – end of year (2) 1,313 691 533 554 490 598 467 473 412
Net cumulative inception to date incurred losses as at 31 December 2012 (2) 8,915 7,049 5,949 5,875 5,229 8,980 9,028 9,098 10,412 10,809 -
Net UPR – end of year 1,487 1,048 938 613 557 1,069 1,060 1,095 1,333 1,432 1,589
Ceded DAC – end of year 25 5 3 2 - 2 1 - 1 5 7
Net DAC – end of year 179 124 129 135 108 228 226 238 277 320 352
For the year ended 31 December Asbestos (1) Environment (1) 2012 2011 2012 2011
In connection with its October 2007 acquisition of Converium Holdings AG (“Converium”), SCOR Global Life inherited certain retrocession liabilities with regard to Guaranteed Minimum Death Benefit (GMDB) rider options attached to variable annuity policies written in the U.S.
GMDB can be reduced but often not below the paid-up premium (adjusted for later deposits and partial withdrawals).
As a retrocessionaire, SCOR Global Life is exposed to uncertainties concerning data received from its retrocedants and the original ceding companies and also due to the inherent reporting lag. SCOR Global Life is also exposed to risks inherent to the model used for the assessment of the liability under its portfolio.
The liability adequacy test conducted at year end 2012 did not detect any deficiencies for either the Non-Life or Life segment for the year ended 31 December 2012.
Total as at 31 December 2012 Share of retrocessionaires contract liabilities - 410 628 150 1 133 1,322
Total as at 31 December 2011 Share of retrocessionaires contract liabilities - 357 696 85 2 111 1,251
Share of retrocessionaires contract liabilities net of collateral (2) - 201 73 3 1 (34) (1) 244
The amounts paid under defined contribution plans were EUR 16.6 million, EUR 12.9 million, and EUR 11.3 million for the years ended 31 December 2012, 2011, and 2010 respectively.
The lump sum defined benefit is granted to SCOR employees only if they are employed by SCOR at the date of their retirement and if they are eligible under the conditions stated in this agreement.
An employer’s obligation under a defined benefit plan is to provide the agreed amount of benefits to current and future beneficiaries. If the defined benefit plans is not wholly funded, provisions are recognized.
Modifications to actuarial assumptions or differences between these assumptions and actual amounts give rise to actuarial differences which are recorded in Other Comprehensive Income during the period in which they occur, in accordance with
Expected return on assets as at 1 January 2012 7.50% 3.00% 2.90% 5.60% 3.40%
Expected return on assets at 1 January 2011 7.50% 3.00% 4.00% 7.00% 5.00%
Discount rates are defined with reference to high quality long-term corporate bonds with duration in line with the duration of the obligations evaluated. Management consider ‘AAA’, “AA” and “A” rated bonds to be high quality.
In Switzerland the discount rates are determined by reference to high quality government bonds due to the absence of a deep market in high quality corporate bonds.
An increase in the discount rate of 0.25% would result in a decrease in the estimated pension liability of EUR 9 million
Amortization of past service cost 2 1 - 1 - - - - 1 1 - -
(1) 2010: includes EUR 12.5 million profit relating to a French agreement « indemnité de Fin de Carrière », which had been cancelled in 2009
The actual returns on plan assets were EUR 11.5 million for the year ended 31 December 2012 (2011: EUR 3.1 million and 2010: EUR 4.9 million).
Liability (gains)/losses due to experience 4 4 - - 2 2 3 (3)
Asset gains / (losses) due to experience 6 1 5 - (3) (2) - (1)
Fair value of assets as at 31 December 145 23 89 33 125 16 77 32
Fair value of plan assets as at 31 December 145 23 89 33 125 16 77 32
Total funded status as at 31 December – deficit 109 69 22 18 91 57 24 10
The following table includes the allocation of plan assets as at 31 December 2012 and 2011: In EUR million Europe Switzerland North America
As at 31 December 2012, employer contributions for the year ahead are expected to amount to EUR 11 million (2011: EUR
The total expense for the year relating to share based payment is EUR 32 million (2011: EUR 29 million), with EUR 4 million
(2011: EUR 5 million) relating to share options granted from 2008 to 2012 plans (2011: 2007 to 2011) and EUR 28 million
(2011: EUR 24 million) relating to free shares granted from 2008 to 2012 plans (2011: 2006 to 2011). For 2011 and 2012 plans, amortization of the grant date fair value has been aligned to commence at the date of employee notification.
The terms and conditions of the performance share plan of 19 March 2012, 3 May 2012 and 30 October 2012, similar to those usually decided by SCOR (notably as regards to the presence conditions for the first two years) provide that after the vesting period of 2 years for beneficiaries tax resident in France (and an obligation to retain shares for a period of 2 years after the end of the vesting period) and of 4 years for beneficiaries not tax resident in France, the final acquisition of these shares will be subject to the condition of presence of 2 years for each non-Partner employee and to the satisfaction of performance conditions for Partners.
All the allocation of the performance and free share plan of 19 March 2012, 3 May 2012 and 30 October 2012 to the
Chairman and Chief Executive Officer (and those allocated to the other members of the COMEX, to the Executive Global
Partners and to the Senior Global Partners) and half of the allocation to the other Partner beneficiaries (more Junior
The terms and conditions of the performance share plan of 26 July 2012 (LTIP), provide that after the vesting period of 6 years for beneficiaries tax resident in France (and an obligation to retain shares for a period of 2 years after the end of the vesting period) and of 8 years for beneficiaries not tax resident in France, the final acquisition of these shares will be subject to the condition of presence of 6 years for each beneficiary and to the satisfaction of performance conditions.
All the shares made under the LTIP scheme are not only subject to the satisfaction of the same performance conditions as those set for the 19 March 2012 Plan (for the description of the performance conditions, refer above) and also to a market condition based on the comparison of the Total Shareholder Return (TSR) of SCOR with the ones of its main competitors over 2 periods of 3 and 6 years (respectively between 2012 and 2015 and between 2015 and 2018).
France (and an obligation to retain shares for a period of 2 years after the end of the vesting period) and within 4 years for beneficiaries not tax resident in France.
The fair value of the free shares corresponds to the market value adjusted taking into account the dividends and nontransferability costs, estimated using a forward acquisition/disposal method. The following table lists the characteristics used at the end of 2012, 2011 and 2010: (LTIP)
Non-French residents 8 years 4 years 4 years 4 years 4 years -
Changes in deferred taxes due to changes in tax rates or tax law 2 1 43 INCOME TAX (EXPENSE) / BENEFIT REPORTED IN STATEMENT OF INCOME (108) - (36)
INCOME TAX (EXPENSE) / BENEFIT REPORTED IN EQUITY (73) 83 5
Recognition or utilization of tax losses for which no deferred tax assets have been recognized - - 5
Write-down and reversal of previous write-down of deferred tax assets (3) 13 52
2011 included the recognition of tax-exempt gain from bargain purchase for the acquired Transamerica Re business resulting in a EUR 44 million reconciling item.The exceptional contribution on income tax has been renewed by the Finance
The reduction of the tax-exempt income resulted from lower tax-exempt investment returns.
In 2010 the tax rate change impact resulted from a new tax law in France and the revaluation of deferred taxes for UK
companies due to the change of the UK income tax rate from 28% to 27% effective April 2011.
In December 2010, the French Parliament enacted a new tax law regarding the taxation of the French capitalization reserve
In the Finance Bill 2013 an additional 7% exit tax on the capitalization reserve position as at 31 December 2009 was enacted resulting in an additional income tax expense in the year 2012 of EUR 12 million. Changes in tax risk provision are included within Other Liabilities.
Revaluation of assets available for sale 331 (98) 233 (307) 82 (225) 87 (25) 62
Net gains / losses on cash flow hedge (25) 6 (19) (21) 3 (18) - - -
Elimination of internal capital gains (7) (3) (4) (13) - - TOTAL DEFERRED TAX LIABILITIES (763) (638) (541) (68) (103) 17
Unrealized revaluations and temporary differences on investments 44 84 95 4 20 22
Net operating losses for carry forward 675 693 575 (8) 30 (34)
The operating losses which have not been activated as deferred tax assets relate primarily to the French tax Group and subsidiaries in Switzerland.
Interest expense on funds withheld and contract deposit (11) (15) (19)
Other operating and administrative expenses include expenses incurred by the Group, excluding gross commissions, as follows: Taxes other than income taxes 18 12 17
(1) 2012 staff costs include the Transamerica Re staff costs over the full year 2012, while 2011 staff costs include them since August 2011, and an increase in staff headcount at SCOR mainly in Paris. Staff costs in 2010 were positively impacted by the release of the provision related to sundry employee benefits schemes of employees in Paris which were reformed or cancelled with an impact on 2010.
SCOR SE 868 538 16% 11% 815 528 20% 13% 1,683 1,067 18% 12% Fully consolidated subsidiaries 4,002 3,275 75% 64% 3,106 2,887 77% 71% 7,108 6,162 76% 67%
(1) Statutory audit and certification of local and consolidated financial statements (2) Other specific audit assignment related to statutory audit (3) Other services, rendered by the Auditors to the fully-consolidated companies and due diligence 20.1.6.23 NOTE 23 - EARNINGS PER SHARE
(1) Average number of shares during the period. See Note 1 of the consolidated financial statements (2) After stock consolidation on 3 January 2007: 1 new share equals 10 old shares (3) Calculated assuming all options are exercised where the average SCOR share price for the year exceeds the option exercise price
The total gross cash compensation of key management personnel for 2012, 2011, and 2010 financial years is presented below: (b) Post-employment benefits
(A). SCOR financial strength by S&P rating must be maintained (minimum) “A” on average over two prior years; (B). SCOR Global P&C’s net combined ratio must be less than or equal to 102% on average over two prior years; (C). SCOR Global Life’s operational margin must be higher than or equal to 3% on average over two prior years; (D). The SCOR group’s ROE must be higher than 300 points above the risk-free rate on average over two prior years.
Global P&C Ireland Ltd (previously Irish Reinsurance Partners Ltd) ; SCOR Channel Ltd ; SCOR Financial
Services Ltd ; SCOR Global Life Ireland PLC, SCOR International Reinsurance Ireland PLC ; SCOR U.K.
SCOR Services Asia Pacific Pte Ltd Singapore 100,00 100,00 100,00 100,00 Full
SCOR Reinsurance Escritório de Representação no Brasil Ltda Brasil 100.00 100.00 100.00 100.00 Full
SCOR Global Life Reinsurance Company of America United States 100.00 100.00 100.00 100.00 Full
SCOR Life Reassurance Company (SLRC) United States 100.00 100.00 100.00 100.00 Full
(1) 23 May 2012 the name of Revios US Holdings Inc. was changed to SCOR Global Life Americas Holding Inc. Additionnal cash contribution of SGL in the share capital of SGLAH, amounting USD 5M (SGL now holds 315 shares). (2) 5 July 2012, SUSEP approved the change of name of “SCOR Global Life U.S. Re Insurance Company - Escritorio de representaçâo no Brasil Ltda.” into “SCOR
SCOR Global South Africa (Pty) Ltd (1) South Africa - - 100.00 100.00 Full
(1) 27 August 2012 SCOR Global South Africa (a 100% SCOR Global P&C subsidiary) was deregistered.
Minimum payments under operating lease commitments, estimated minimum rental income amounts received by SCOR as part of its real estate investment activities and commitments to purchase properties are included within Note 5 – Tangible assets and Note 6 Insurance business investments.
The principal risk the Group faces under insurance and reinsurance contracts is that the actual amounts of claims and benefit payments, or the timing thereof, differ from expectations. The frequency of claims, severity of claims, actual benefi ts paid, subsequent development of long-tail claims and external factors beyond the Group’s control, including inflation, legal developments and others have an influence on the principal risk faced by the Group. Additionally, the Group is subject to the quality of underwriting management for certain treaties and to 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.
SCOR’s property business underwritten by its property and casualty division, which it refers to in this Registration document as “SCOR Global P&C,” “Non-Life” or its “Non-Life division,” is exposed to multiple insured losses arising from a single or multiple events, which can be catastrophic, being either caused by nature (e.g. hurricane, typhoon, windstorm, flood, hail, severe winter storm, earthquake, etc.) or by the intervention of a man-made cause (e.g., explosion, fire at a major industrial facility, act of terrorism, etc.). Any such catastrophic event can generate insured losses in one or several of SCOR’s lines of business.
Underwriting guidelines in place within SCOR Global P&C specify (i) the underwriting rules and principles to be complied with, (ii) underwriting capacities delegated to the underwriters and pricing actuaries in each of the markets and lines of business in which the Group operates, as well as (iii) the relevant maximum acceptable commitments per risk and per event.
Underwriting Management function, and where applicable, to the Legal Department. At the second level, for exposures exceeding certain thresholds or with specified characteristics, the request is submitted by the Underwriting Management function to the Group Risk Management function of SCOR SE.
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 to be performed
and documented before the pricing is completed. SCOR Global P&C employs a data system which allows management to monitor and review the results from the pricing tools.
Catastrophe management (Cat) is split into three sections under SCOR Global P&C: portfolio accumulation, optimization and procedures; research and development; and modeling in support of underwriting. Descriptive guidelines for each of the main business processes are available: ‘catastrophe methodologies’, ‘data quality & modeling’, ‘accumulation control’, , ‘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.
Pursuant to the rules and procedures, Regional Managers from SCOR’s natural catastrophes risks modeling team monitor the structure of the portfolio for each region or country and the data is consolidated under the supervision of the Head of natural catastrophes risks modeling.
In 2012 and 2011, SCOR has operationally used the RMS modeling results format as its common framework for assessing accumulations of natural catastrophe risk, including catastrophe risk management controls (Capacity Monitoring) and provision of data to its internal capital models, and retrocession department.
(e.g., catastrophe bonds) that are needed to ensure that the net aggregate exposure remains within predefined tolerance limits.
SCOR produces its Non-Life business both through brokers and through direct relationships with insurance company clients.
mainly the significant concentration of premiums written thanks to a limited number of brockers. A significant reduction in the business generated through these brokers could potentially reduce premium volume and net income.
Like other reinsurance companies, SCOR may be exposed to multiple insured losses to property or to the person arising from a single occurrence, whether a natural catastrophe such as a hurricane, typhoons, windstorm, flood, hail, severe winter storm, earthquake, heat wave, or a man-made catastrophe such as an explosion, fire at a major industrial facility or an act of terrorism. Any such catastrophic event may generate insured losses in one or more of the Group’s lines of business.
The frequency and severity of such catastrophic events, particularly natural hazards, are by their nature unpredictable. The inherent unpredictability of these events makes forecasts and risk evaluations uncertain for any given year. As a result,
SCOR’s claims experience may vary significantly from one year to the next, which can have a significant impact on its profitability, and financial position. In addition, depending on the frequency and nature of losses, the speed with which claims are made and the terms of the policies affected, it may be required to make large claim payments within a short period. SCOR may be forced to fund those obligations by liquidating investments in distressed market conditions, or by raising funds under unfavorable conditions. In particular, its most significant exposure to natural catastrophes in Non-Life relates to earthquakes, storms, typhoons, hurricanes, floods and other weather-related phenomena like hail or tornados.
Information on exposures to asbestos and environmental claims is included in Note 16 - Contract liabilities.
The assessment of biometric risks is at the centre of underwriting in life reinsurance. These are risks which result from adverse developments in mortality, morbidity, longevity or from epidemic/pandemic claims. These risks are evaluated by the actuaries, research centers and medical underwriters of SCOR Global Life, who analyze and use information from SCOR
In Life reinsurance, a severe pandemic is a major risk.. In the past century, three major outbreaks of influenza occurred and claimed millions of lives. The occurrence of a similar event could cause large losses to SCOR, due to an increased mortality far beyond the usual volatility. Experts closely monitor current influenza virus strains and those of other infectious diseases.
The potential loss relating to a severe pandemic is estimated using models. However, the limited amount of available historical data, combined with the generic model risk, create a high degree of uncertainty in the results. The financial outcome of a severe pandemic could, therefore, differ considerably from that expected by the model, thus leading to a potentially significantly higher loss than expected.
SCOR Global Life is also exposed to risks related to policyholder behaviour. This includes risks such as lapsation, antiselection at policy issue, resale of policies, exercising of policy options by the policyholder different from expected, and fraudulent applications.
 choose and exercise a policy option which allows to increase the policyholder’s expected benefit.
As previously indicated, natural or man-made catastrophic events can cause very significant material damages affecting the
Business of this type which contains a specific economic risk in case of financial crisis is not within the usual scope of the
SCOR Global Life underwriting policy. These treaties are all in run-off and, as at 31 December 2012, cover in total approximately 0.6 million policies written by two cedants. These treaties were issued mainly in the late 1990’s and incorporate various benefit types.
See “Section 20 – Notes 16 – Contract Liabilities – A. Guaranteed Minimum Death Benefit for more information about the mechanisms related to the management of this risk.
Mandates for underwriting life reinsurance business are assigned to teams on a mutually exclusive geographic basis. Life reinsurance treaties are underwritten by life reinsurance experts familiar with the specific features of their markets, on the basis of underwriting and pricing guidelines.
Underwriting and pricing guidelines defined by SCOR Global Life specify the underwriting rules and principles to be complied with, underwriting capacities delegated to the underwriters and pricing actuaries in each of the markets in which the Group operates, as well as maximum acceptable commitments per risk and per event. In particular, these guidelines specify the terms and conditions under which business is considered as acceptable. Furthermore, they set out the retention of SCOR Global Life for various risks and types of covers. They are approved by the Chief Executive Officer, the Chief Risk
Officer and the Chief Actuary of SCOR Global Life. Business opportunities going beyond the stipulations of these guidelines are subject to a special referral procedure at two key levels in order to ensure that the business respects defined riskadjusted return criteria and risk tolerance limits. These cases are examined at the SCOR Global Life level by the Central
Actuarial and Underwriting Department and by the Risk Management Department and, where applicable, the Finance
Department. These departments are located in Charlotte, Cologne, Paris and Zurich. Cases which may have a significant impact on the balance sheet of the Group are additionally reviewed by the Group Risk Management function. Thresholds or conditions for a referral to Group Risk Management are defined in a specific guideline.
In order to ensure that SCOR Global Life is continually kept up-to-date with biometric trends and scientific developments,
Non-Life and Life reinsurance activities 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 provide stability. However, in some cases evolutions of the Non-Life and Life activities are linked together as well as to those of the financial market risks. This exposes SCOR to accumulation and/or correlation risks which are difficult to quantify.
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.
The risk of losing all or part of bonds the Group owns could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
The Group has a prudent investment policy and puts 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.
Committee which meets each quarter. It is chaired by the Group’s Chief Executive 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
Furthermore, to reduce the credit risk arising from its retrocessionaires, SCOR:  requests that certain of its retrocessionaires provide that all or a portion of the receivables from its retrocession contracts be guaranteed by collateral (cash deposits, letters of credit, pledging of securities etc.) in favor of SCOR;  carries out an active commutation policy in Non-Life.
SCOR seeks to reduce its dependence on its traditional retrocessions by using alternative risk transfer solutions such as the multi-year securitization of catastrophic risk in the form of ILS or mortality swaps or the issuance of contingent capital securities. The credit risk that SCOR may be exposed to, through these alternative risk transfer solutions, can be more limited than the credit risk related to traditional retrocession arrangements.
The retrocessionaires’ part in the reserves split by retrocessionaires’ financial rating is included in Note 16 – Contract
Firstly, SCOR may be exposed to credit risk in relation to amounts deposited with ceding companies in respect of reserves which cover its current and future liabilities. Depositing these amounts does not a priori discharge the Group of its liability towards cedants in case it is not able to recover these amounts in the event of default of cedants.
Secondly, SCOR is exposed to a credit risk in the event of a payment default by the cedants of the balance of the profit and loss reinsurance account due under its acceptance of a portion of their risks.
SCOR’s Credit & Surety business does not cover either credit default swaps (CDS) or real estate loans, notably in the U.S., nor is it exposed to the various U.S. credit “monoliners” or “guarantors.”
SCOR’s underwriting policy is particularly prudent in this area. SCOR specifically monitors its main exposures in this sector.
First of all, the payment of future profits expected under Life reinsurance contracts necessarily implies that the cedant is solvent: for this reason, SCOR risks a reduction in the value of its portfolio of Life contracts in the event of a deterioration in the financial strength of the cedant. In such a case, it is possible that the VOBA and deferred acquisition costs (“DAC”) may as a consequence need to be written down and as a consequence, its shareholders’ equity would be reduced accordingly.
In particular this affects the US book of business acquired in the course of the Transamerica Re acquisition. The majority of the former Transamerica Re’s reinsurance contracts flow into SCOR via retrocession from Aegon companies. An AEGON
In the context of its business, SCOR may be exposed to claims arising from the consequences of terrorist acts. These risks, the potential significance of which can be illustrated by 11 September 2001 attack on the World Trade Center (“WTC”) in the
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.
Beyond the potential impact on its Non-Life book, a terror event could also affect the Group’s Life portfolio. Although the insured losses from past events have been comparatively small in relation to the Non-Life losses, a future terrorist act, such as a “dirty bomb”, could claim a substantial amount of insured lives.
After the attack of 11 September 2001, the Group adopted underwriting rules designed to exclude or limit its exposure to risks related to terrorism in its reinsurance contracts, in particular in those countries and/or for the risks expected to be most exposed to terrorism. However, it has not always been possible to implement these measures, particularly in its principal markets. For example, certain European countries do not permit the exclusion of terrorist risks from insurance policies.
The carrying amounts of the Group’s financial assets exposed to credit risk by counterparty credit quality, excluding consideration of collateral held or other credit enhancements is included in Note 6 - Insurance business investments (for fixed income securities) and Note 16 - Contract liabilities (for the share of retrocessionaires in insurance and financial liabilities).
The following table provides an overall analysis of the aging of financial assets as at 31 December 2011: In EUR million Current 1-12 months Total
Impairment information relating to financial assets is included in Note 6 - Investments, Note 7 - Loans and receivables, and
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 Note 25 – Commitments Received and
The analysis of the balance sheet reserve movements, including net paid losses is included in Note 16 - Contract liabilities.
The projections for insurance liabilities of the Life segment have been prepared on a best estimate basis. The amounts below represent the estimated maturity profile of the gross liabilities. For long term life reinsurance, benefit payments are typically settled net of premiums (for treaties with periodic premium payments). Where liabilities are deposited with the client, the settlement normally also includes certain other account items, primarily the release of the deposits. For contracts where funds held are used to offset the amounts settled between SCOR and its cedants, funds held to cover the life insurance liabilities in the table below mature at the same date as the respective life insurance liabilities.
Maturity profiles have been prepared based on undiscounted contractual maturities and include contractual interest payments. In the case of perpetual debt, or debt which is subject to multiple optional reimbursement dates, the analysis below has been prepared based on the assumption that the Company does not make use of any of the early optional reimbursement dates. Perpetual debt is classified within the column “more than 5 years” due to an absence of a maturity date. Of the amounts below, EUR 179 million (1) (2011: EUR 253 million) relates to variable rate debt.
(2) The interests for perpetual debt as at 31 December 2012 represent EUR 41 on a yearly basis (2011: EUR 33 million)
Forward sales and purchases of currencies are included in Note 8 – Derivative Instruments.
Interest rate risk is the risk that the value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate fluctuations have direct consequences on the market value of SCOR’s fixed-income investments and therefore on the level of unrealized capital gains or losses of the fixed-income securities held in the Group’s portfolio. The return on the securities held also depends on changes in interest rates. Floating rate instruments expose the
Group to cash flow interest risk, whereas fixed interest rate instruments expose the Group to fair value interest risk.
Interest rate fluctuations have direct consequences on the market value of SCOR’s fixed-income securities and therefore on the level of unrealized capital gains or losses of the fixed-income securities held in the Group’s portfolio. The return on the securities held also depends on changes in interest rates. Interest rates are very sensitive to a number of external factors, including monetary and budgetary policies, the national and international economic and political environment, and the risk aversion of economic agents.
During periods of declining interest rates, income from investments is likely to fall due to investment of net cash flows at rates lower than those of the existing portfolio (dilutive effect of new investments). During such periods, there is therefore a risk that the Group’s return on equity objectives are not met. In addition, in these periods of declining interest rates, SCOR’s fixed-income securities are more likely to be redeemed early in cases where bond issuers benefit from an early redemption option and can borrow at lower interest rates. Consequently the probability of needing to reinvest the proceeds at lower interest rates is increased.
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 SCOR holds. In the case of a need for cash the Group may be obliged to sell fixed income securities, possibly resulting in capital losses to the Group.
SCOR analyzes the impact of a major change in interest rates on each of its portfolios and at the global level and identifies the unrealized capital loss that would result from a rise in interest rates. The instantaneous unrealized capital loss is measured for a uniform increase of 100 basis points in rates or in the event of a distortion of the structure of the yield curve.
Portfolio sensitivity analysis to interest rate changes is an important risk measurement and management tool which may lead to decisions for reallocation or hedging.
SCOR is, therefore, exposed to a risk of capital losses on equity exposures - if it were to occur - which could adversely impact the Company’s net income, cash flows, financial position and potentially, the price of its securities.
The premiums on the Guaranteed Minimum Death Benefit (GMDB) business underwritten by the SCOR Group in the U.S.
However, included in the reserve calculation is a prudent margin for this fluctuation. Accordingly, there is no requirement for a material change in reserves in the event of a 10% change in equity values.
business. The annuity business of the Life operation in the U.S. was sold in 2011 and had no effect on the sensitivities as at
SCOR conducted an analysis of the sensitivity of the impairment of equity securities, by applying the accounting policy and application guidance set out in Note 1 (H) to theoretical future market value changes. SCOR estimates that, excluding any impairment arising to duration, a further uniform decline of 10% from 31 December 2012 market values would generate a future further impairment of equity securities of EUR 12 million (2011: EUR (7) million; 2010: nil). It should be noted that this figure should not be scaled up or down as the impairment rules are not a linear function of market value. For example a scenario with a market value decline of 20% would not double the potential further equity impairment.
(2) The reduction in equity represents the estimated net asset impact independently to the amount of impairment recognized in the profit and loss account. (3) Net of tax at an estimated average rate of 30% in 2012 (27% in 2011 and 28% in 2010).
In addition, since 2009 the Group entered into net investment hedges to reduce its exposure to variations in the net assets of USD functional currency subsidiaries. These hedges resulted in a total negative foreign exchange impact of
and Highfields Capital II LP litigation covered by the directors and officers insurance policy. The proceedings were dismissed on 24 October 2012. On 23 November 2012, SCOR filed an appeal before the Court of Appeal of Versailles. On the basis of the two directors and officers insurance policies in excess coverage, SCOR also commenced two distinct procedures on 10 January 2012 and 22 June 2012 before the Commercial Court of Nanterre and the Commercial Court of
Paris against two insurance companies with respect to the recovery of the attorneys’ fees and costs and a portion of the settlement amount relating to the litigation with Highfields Capital LTD, Highfields Capital I LP and Highfields Capital II LP
Registration Document: (i) The report from the Statutory Auditors on the consolidated financial statements for the financial year ending 31 December 2011 published pages 304 to 306 of the Registration Document filed with the Autorité des Marchés
Financiers on 8 March 2012 under Number D.12-0140 (and from pages 285 to 286 of the free translation into English of such Registration Document, such translation being available on SCOR’s website www.scor.com).
The report from the Statutory Auditors on the consolidated financial statements for the financial year ended 31 December 2012 is reproduced below.
These consolidated financial statements have been approved by the board of directors. Our role is to express an opinion on these consolidated financial statements, based on our audit.
As a result of the persistence of a difficult economic and financial environment, choosing the economic assumptions underlying the close of the accounts of insurance and reinsurance organizations continues to be an especially complex exercise. In particular, future changes in interest rates could deviate significantly from those used and produce different direct and indirect effects. It is in this context that we have made our own assessments which we bring to your attention in accordance with the requirements of article L. 823-9 of the French commercial Code (Code de commerce).
In the specific context of the financial crisis, we examined the control system in place, detailed in note 26 to the consolidated financial statements, relative to the inventory of direct and indirect exposures, and the system in place for their assessment, as well as the valuation methods and write-down policies applicable to certain financial instruments. We have obtained assurance that the information provided in the aforementioned notes is appropriate, and that the approaches and policies described were properly applied by the company.
 As stated in the notes 1 - “(B) Basis for preparation - Use of estimates”, 1 - “(N) Accounting principles and methods specific to reinsurance business”, 7, 10, 11 and 16 to the consolidated financial statements, the technical accounts specific to reinsurance are estimated on the basis of reinsurance commitments or on statistical and actuarial bases, particularly in the case of accounts not received from cedents recognized as receivables, technical reserves, and deferred acquisition costs. The methods used to calculate these estimates are described in the notes to the consolidated financial statements.
 Note 3 - “Acquisitions and disposals” to the consolidated financial statements describes the methods and assumptions used for the final valuation of net assets, and by comparison with the acquisition price, of the negative goodwill following the acquisition of Transamerica Re.
 Note 27 “Litigation” describes the litigation encountered by the group.
SCOR.The Report by the Chairman of the Board of Directors on the conditions for the preparation and organization of the work of the Board of Directors and on internal control procedures, pursuant to Article L. 225-37 of the French Commercial
The third-party agreements executed in 2012 or continued during 2012, as defined by Articles L. 225-38 and following of the
French Commercial Code have been the subject of a specific report by the statutory auditors in Section 19.3.
des marches financiers on 8 March 2012 under the number D.12-0140 and in appendix A of the Registration Document filed with the Autorité des marchés financiers on 8 March 2011 under the number D.11-0103 with the Autorité des marches financiers, have been the subject of reports by the statutory auditors, featured respectively in Appendix A of this Registration
Document, in appendix A of the Registration Document filed with the Autorité des marches financiers on 8 March 2012 under the number D.12-0140 and in appendix A of the registration document filed with the Autorité des marchés financiers on 8 March 2011 under the number D.11-0103 with the Autorité des marches financiers.
The resolution to be presented to the Annual General Meeting to approve, during the first half of 2013, the accounts for the financial year 2012, sets out the distribution of a dividend of EUR 1.20 per share for the financial year 2012.
The statute of limitations for dividends is 5 years. Dividends whose payment has not been requested shall be allocated to the administration de domains. See also Section 20.1.6 – Notes to the consolidated financial statements, Note 23 –
20.8 Material change in financial or commercial situation No material change has occurred in the Group’s financial or commercial situation since the end of the financial year 2011.
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated 18 May 2004, in its fourth resolution to authorize the Board to grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 2
March 2010, the capital increase of EUR 84,322.99 by creation of 10,705 shares with a nominal value of EUR 7.8769723 each.
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company dated 15 April 2009, in its twenty-first resolution to authorize the Board to reduce the share capital by cancellation of treasury shares, the Board of
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated 18 May 2004, in its fourth resolution to authorize the Board to grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 28
General Shareholders’ Meeting, less the net amount of the dividend, rounded up to the nearest cent, i.e., EUR 15.96 per share (including EUR 7.8769723 of nominal value and EUR 8.0830277 of issuance premium, the Board of Directors acknowledged, on 28 July 2010 :  the issuance, on 15 June 2010, in consideration of the dividend, of 2,647,517 new shares of a nominal value of
EUR 42,254,371.32 (including EUR 20,854,418.07 of nominal value and EUR 21,399,953.25 of issuance premium).
Directors of SCOR SE decided on 7 March 2011 the share capital reduction of EUR 1,155,260.40 by cancellation of 146,663 new treasury shares with a nominal value of EUR 7.8769723 each. The reason for such decision of capital reduction is to avoid any dilutive effect of the exercise of stock-options upon the share capital. Therefore, any issuance of shares due to the exercise of stock-options is, from time to time, neutralized by the cancellation of the exact same amount of treasury shares.
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company dated 28 April 2010, in its seventeenth resolution to authorize the Board to grant the issuance of shares and/or of securities granting access to capital or giving entitlement to a debt instrument, with cancellation of preferential subscription rights, reserved for one category of entities, insuring the underwriting of the company’s equity securities, SCOR SE decided, on 5 July 2011, to issue a drawdown notice of EUR 75 million under the contingent capital facility placed at its disposal by UBS whom exercised the adequate number of warrants on 11 July 2011 creating the issuance of 4,250,962 new ordinary shares, each of a nominal value of EUR 7.8769723. On 27 July 2011, le Board of Directors of SCOR SE acknowledged that the share capital of the company amounted to EUR 1,512,224,741.93.
617,901.21 by creation of 78,444 shares with a nominal value of EUR 7.8769723 each.
1,085,494.04 by creation of 137,806 shares with a nominal value of EUR 7.8769723 each.
To the Company’s knowledge, there is no significant pledge on the SCOR SE’s shares.
Expiration date 17 Dec. 2010 14,791,886 819,8,9,81 18,910,012 1 Jan. 2011 31 Dec. 2013 Stock option plans
Expiration date 28 Feb 2003 102,799 101,579 8,8910, 28 Feb 2007 28 Feb 2013 3 June 2003 129,316 811912, 811912, 3 June 2007 3 June 2013 25 Aug 2004 163,120 125,604 125,604 26 Aug 2008 26 Aug 2014 14 Sept 2006 675,000 101917, 101917, 15 Sept 2010 15 Sept 2016 14 Dec 2006 147,500 8219,,, 145,000 15 Dec 2010 15 Dec 2016 13 Sept 2007 1,197,000 89,8191,, 89,8191,, 13 Sept 2011 13 Sept 2017 22 May 2008 279,000 10,9,,, 10,9,,, 22 May 2012 22 May 2018 10 Sept 2008 1,081,000 1519,1, 1519,1, 10 Sept 2012 10 Sept 2018 23 March 2009 1,347,500 8971591,, 8971591,, 23 March 2013 23 March 2019 25 Nov. 2009 81,000 719,,, 719,,, 25 Nov. 2013 25 Nov. 2019 18 March 2010 1,330,500 8911591,, 1,256,500 19 March 2014 19 March 2020 22 March 2011 701,500 51,91,, 51,91,, 23 March 2015 23 March 2021 1 Sept 2011 308,500 7,191,, 7,191,, 2 Sept 2015 2 Sept 2021 23 March 2012 - ,719,,, ,719,,, 24 March 2016 24 March 2022 Total 22,788,690 27,004,042 27,004,042
11th resolution (Delegation of authority granted to the Board of Directors for the purpose of deciding on the issuance of shares and/or of securities granting access to capital or giving entitlement to a debt instrument, without cancellation of preferential subscription rights)
15th resolution (Authorization granted to the Board of Directors for the purpose of the issuance of shares and/or securities granting access to the Company’s capital or giving entitlement to a debt instrument, as remuneration for shares contributed to the Company in the context of contributions in kind within a limit of 10% of the share capital)
Authorizations for share issues granted by the Extraordinary Shareholders’ Meeting of 3 May 2012 16th resolution (Authorization granted to the Board of Directors for the purpose of increasing the number of shares issued in accordance with 11th and 12th resolutions in the event of over-subscription to the share capital increase, with or without cancellation of preferential subscription rights)
This resolution can only be used with the11th and 12th resolutions and is in any case capped by the 21st resolution 18th resolution (Authority to issue shares for stock option plans)
20th resolution (Share capital increase reserved for employees of the Group)
Except for the delegation granted pursuant to the 20th resolution, which is granted for an eighteen (18) months duration, the delegations of powers granted by the Shareholders' Meeting of 3 May 2012 are each granted for a twenty-six (26) months duration as from the date of the Shareholders’ Meeting, i.e. until 3 July 2014, date on which it will be deemed expired if the
Percentage of share capital 1. Stimulation of the secondary market or the liquidity of the Company's shares by an investment services provider through a liquidity agreement compliant with a professional ethics charter recognized by the Financial Markets Authority 2. Setting-up, implementation or hedging of any stock option plans, other plans for allocation of shares and, generally, any form of allocation to employees and/or corporate officers (mandataires sociaux) of the Company and/or of affiliated companies, including hedging of any Company stock option plan pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code, allocation of Company shares at no cost in the context of the provisions of Articles L. 225- 197-1 et seq. of the French Commercial Code, allocation of Company shares as participation in profits generated by the expansion of business (participation aux fruits de l’expansion de l’entreprise) or allocation or transfer of Company shares within the framework of any employee savings plan (plan d’épargne salariale), in particular in the context of the provisions of Articles L. 3321-1 et seq., and L. 3332-1 et seq., of the French Labor Code 3. Purchasing of shares for keeping and later remittal for exchange or as payment within the framework of possible external growth operations without exceeding the limit set by paragraph 6 of Article L. 225-209 of the French Commercial Code in the context of a merger, spin-off or contribution 4. Respect of all obligations linked to the issuance of securities granting access to capital 5. Cancellation of the shares bought back in this way, within the limits established by law in the context of a reduction in share capital approved or authorized by the shareholders
UBS. This new facility is an extension of its existing 2010 contingent capital equity line. Under this new equity line, SCOR
Refer to:  Section 15.1.3 – Remuneration in the form of options and share allocation;  Section 17.2 – Information on shareholding and stock options for members of the administrative and management bodies;  Section 17.3 – Plans providing employee participation in Company;  Appendix A – Notes to the Corporate Financial Statements, Note 12 – Stock Options;  Appendix A – Notes to the Corporate Financial Statements , Note 5 – Shareholders’ Equity;  Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 13 - Information on share capital, capital management, regulatory framework and shareholders' equity
 Section 21.1.1 – Amount of issued capital and additional information; and
As set forth in Article 3 of the bylaws (statuts), our corporate purpose includes the following:  insurance, reinsurance, cession or retrocession of business of any nature in all classes and in all countries, the assumption in any form of reinsurance contracts or liabilities of any French or foreign company, organization, entity or association, and creation, acquisition, rental, lease, installation and operation of any undertaking related to these activities;  the construction, lease, operation or purchase of any and all properties;  the acquisition and management of all securities and other equity rights by any means including but not limited to subscription, transfer or acquisition of shares, bonds, corporate rights, partnerships and other equity rights;  acquisition of equity investments or interests in any industrial, commercial, agricultural, financial, securities or real estate companies, the formation of any company, participation in any capital increases, mergers, demergers and spin-offs;  administration, management and control of any company or other undertaking, direct or indirect participation in all transactions carried out by such companies or undertakings by any means including, but not limited, to participation in any company or equity investment;  implementation and management of centralized cash resource management within the Group and the provision of services, to any Group company concerned, relating to the management and operations of centralized cash resources and;  generally all such industrial, commercial and financial transactions, or transactions involving moveable property and real estate, as may pertain directly or indirectly to the above stated corporate purpose or as may be related to or facilitate the implementation or pursuit thereof.
Under Article L. 225-43 of the French Commercial Code, the Directors, Chief Executive Officer (Directeur Général) and
21.2.3 RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHED TO EXISTING SHARESVOTING RIGHTS (ARTICLES 8 AND 19 OF THE COMPANY’S BYLAWS)
The voting right attached to shares is proportional to the portion of share capital they represent. During a period of two years from the reverse stock-split of the Company’s shares implemented on 3 January 2007, any old share gave the right to one vote and any new share to ten votes, so that the number of votes attached to the shares shall remain proportional to the portion of share capital they represent.
Directors in the absence of such determination by the shareholders. The payment of the dividends must occur within nine months of the end of the fiscal year. Dividends not claimed within five years of the date of payment revert to the French
Government. According to the bylaws (statuts), shareholders may decide in an ordinary general meeting to give each shareholder the option of receiving all or part of a dividend or interim dividend in the form of Ordinary Shares. The
Shares is also made at the ordinary general meeting of shareholders following a recommendation by the Board of Directors.
The Shareholders’ Meeting which decides or authorizes a capital increase may, under Article L. 225-135 of the French
Subject to legal provisions concerning voting rights in meetings and the right to communication conferred on shareholders, shares are not divisible with regard to the Company, so that joint co-owners are required to be represented with the
In accordance with French law concerning dematerialization (“dematerialisation”) of securities, the ownership rights of holders of the Ordinary Shares are not represented by share certificates but by book entries. Equity securities, such as the
Shares held in registered form are inscribed in the name of each shareholder (either directly, or, at the shareholder’s request, through such shareholder’s accredited intermediary) in separate accounts (the “Shareholder Accounts”)
The Company’s bylaws (“statuts”) permit us to request from Euroclear France at any time the identity, address and citizenship of the holders of Ordinary Shares held in bearer form, as well the number of Ordinary Shares held by such persons and information regarding any restrictions that may be attached to the Ordinary Shares.
In addition, we may, under certain circumstances as described in Section L. 228-3-1 of the French Commercial Code, request any legal entity who holds more than 2.5% of the Company’s Ordinary Shares to disclose the identity of any person who owns, directly or indirectly, more than a third of such entity’s share capital or voting rights. An entity not timely providing complete and accurate information may be deprived of its voting rights at any shareholders’ meeting held until the date of provision of the requested identification information and the payment of dividends payable to such entity is deferred until such date. If the entity knowingly (“sciemment”) refuses to comply with applicable rules, it may be deprived by a French court of all or part of the voting rights attached to the Ordinary Shares that are the subject of the information request and/or its right to dividends, for a period of up to five years.
the annual accounts and the declaration of dividends. The Board of Directors is required to convene an annual ordinary general meeting of shareholders, which must be held within six months of the end of our fiscal year. This period may be extended by an order of the President of the competent French Commercial Court. the Company’s fiscal year begins on the first day of January of each calendar year and ends on the last day of December of that year.
For all other holders of Ordinary Shares notice of the meeting is given by publication in a journal authorized to publish legal announcements in the county in which we are registered and in the Bulletin des annonces légales obligatoires ("BALO")
The AMF also recommends that such preliminary written notice be published in a newspaper of French national circulation.
June 2011, would represent approximately 1% of SCOR SE’s voting power) may, within 10 days after such publication, propose resolutions to be submitted for approval by the shareholders at the meeting.
Each Ordinary Share confers on the shareholder the right to one vote. There is no provision in the bylaws (“statuts”) for double or multiple voting rights for the Company’s shareholders. Under French company law, Ordinary Shares held by entities controlled directly or indirectly by the Company are not entitled to any voting rights.
Company, either by regular mail or, pursuant to a decision of the Board of Directors, in electronic format. Mail voting forms must be addressed to the Company within a period prior to the meeting as established by the Board of Directors. Such period may not exceed 3 days before the meeting date. Proxy forms must be received by the Company no later than 3:00 p.m. (Paris time) on the day prior to the meeting.
At an ordinary general meeting, a simple majority of the votes cast is required to pass a resolution. At an extraordinary general meeting, a two-third majority of the votes cast is required, except for an extraordinary general meeting where an increase in our share capital is proposed through incorporation of reserves, profits or share premium, in which situation, a simple majority is sufficient.
21.2.6 CONDITIONS FOR CALLING ANNUAL SHAREHOLDERS’ MEETINGS AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS (ARTICLES 8 AND 19 OF THE BYLAWS)
The Board of Directors of the Company determines the time period during which formalities for the immobilization of bearer shares must be completed. This period is 24 hours under ordinary circumstances.
The deadline for the return of remote voting forms and proxies shall be determined by the Board of Directors. Such deadline cannot be less than one day before the date of the Shareholders’ Meeting. However, if authorized by the Board of Directors, electronic remote voting forms and instructions given by electronic methods involving a proxy or a power of attorney may validly be received by the Company up until 3 p.m. (Paris time) on the day preceding the Shareholders’ Meeting.
Pursuant to Articles L. 322-4 and R. 322-11-1 of the French Insurance Code, any transaction allowing a person acting alone or in concert with other persons, as defined by Article L. 233-10 of the French Commercial Code, to acquire, to increase, to decrease or to cease holding, directly or indirectly, as defined by Article L. 233-4 of the French Commercial Code, an equity stake in an insurance or a reinsurance company, shall be notified by such person(s) to the ACP prior to its completion when any one of the following conditions is met:  the portion of the voting rights held by such person(s) crosses upwards or downwards the thresholds of the tenth, the fifth, the third or half of the total number of voting rights of the Company; or
Upon application by the proper authority of the EU, the ACP may object during a three-month period to any acquisition of a stake liable to have the consequences referred to under the previous paragraph. The three-month time limit may be extended by the EU Council’s decision.
French law provides that any individual or legal entity, acting alone or in concert with others, that holds, directly or indirectly, more than 5%, 10%, 15%, 20%, 25%, 30%, 33 1/3%, 50%, 66 2/3%, 90%, or 95% of the shares or the voting rights attached to the shares, or whose holding decreases below any such thresholds, must notify us within four trading days of crossing that threshold, of the number of shares and voting rights it holds. An individual or a legal entity must also notify the AMF
Shareholders’ Meeting that may take place during a period of two years following the date of the regularization of the notification.
Regulations of the AMF generally require, subject to limited exemptions granted by the AMF, any individual or entity that acquires, alone or in concert with others, shares representing 30% or more than our share capital or voting rights, to initiate a public tender offer for all remaining outstanding securities of the company (including, for these purposes, all Ordinary
The Company certifies that all the following information stated in this Registration Document and received from third parties has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by such third party, no facts have been omitted, which would render the reproduced information inaccurate or misleading:  Data issued from the Standard & Poor’s Global Reinsurance Highlights (2012 Edition) and relating to the ranking on reinsurance market participants quoted in Section 3.1 – Group key figures and Section 6.5 – Information on
Section 28 – Published Information. The information quoted therein is available for downloading from the following sites:  Autorité des Marchés Financiers (AMF):  Bulletin des Annonces Légales Obligatoires (BALO):  SCOR:  L’info financière:
28.1 Information published on the Autorité des Marchés Financiers (AMF) website (www.amf-france.org) 324 28.2 Information published in the Bulletin des Annonces Légales Obligatoires (BALO) [Bulletin of required legal notices publications] (www.journalofficiel. gouv.fr/balo/index.php) 324 28.3 Information published on SCOR’s company website (www.scor.com) 325 28.4 Information published on NYSE-
25 September 2012 Disclosure of trading in the Company's shares by members of the Board of Directors (Guylaine Saucier)
21 September 2012 Disclosure of trading in the Company's shares by members of the Board of Directors (Georges Chodron de Courcel)
20 September 2012 Disclosure of trading in the Company's shares by members of the Board of Directors (Peter Eckert)
20 September 2012 Disclosure of trading in the Company's shares by members of the Board of Directors (Monica Mondardini)
6 July 2012 Declaration of Threshold (Article L. 233-7 of the French Code of Commerce)
8 March 2012 Registration document 28.2 Information published in the "Bulletin des Annonces Légales Obligatoires (BALO)" [Bulletin of required legal notices publications] (www.journalofficiel. gouv.fr/balo/index.php)
Date Subject 16 May 2012 Periodical publications - Approval of the financial statements for the financial year 2011 by the Ordinary and Extraordinary General Meeting of the Shareholders held on 3 May 2012 and allocation of income 18 April 2012 Notices of meeting - Notice of convening of the shareholders and securities holders to the Ordinary and Extraordinary General Meeting of the Shareholders of 3 May 2012 28 March 2012 Notices of meeting - Notice of meeting of the shareholders and securities holders to the Ordinary and Extraordinary General Meeting of the Shareholders of 3 May 2012
28.3 Information published on SCOR’s company website (www.scor.com) All press releases and offering circulars published on the AMF site (Section 28.1) are simultaneously published on SCOR’s website. The following were published on the SCOR’s website: Date Subject 4 March 2013 Scor Global Life completes a major transaction in Spain 7 February 2013 Scor Global P&C records solid renewals- Press release
SCOR records net income of EUR 318 million for the first nine months of 2012, confirming the strength of its business model - Press release 7 November 2012 Disclosure of trading in own shares (out of the liquidity agreement) made from 1 October to 31 October 2012 5 November 2012 SCOR launches a new catastrophe bond programme, Atlas Reinsurance VII - Press release 5 November 2012 Number of voting rights as at 31 October 2012 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 223-16 of the General Regulation of the "Autorité des Marchés Financiers"
All press releases and offering circulars published on the AMF site (Section 28.1) and on SCOR’s web site (Section 28.3)
Pursuant to Article 28 of Regulation (EC) No. 809/2004 of the European Commission, the following information is included by reference in this Registration Document: (i) The corporate financial statements for the year ended 31 December 2011 and the Auditors’ Report pertaining thereto published on pages 349 to 379 and 380 to 381, respectively, of the registration document filed with the Autorité des
Marchés Financiers with such translation being available on SCOR's website www.scor.com.
This year, SCOR SE carried out the following significant transactions: Extention of contingent equity line
During 2012, the Group re-purchased the entire tranche of its EUR 50 million perpetual subordinated Notes, at a price of 80%. The purchase price of this debt at a discount rate gave rise to a consolidated pre-tax profit of EUR 10 million.
The boards of PREVOYANCE RE and SCOR GLOBAL LIFE SE, both affiliates of SCOR SE, agreed that the two entities should be merged with effect from 1 January 2012. As a consequence, PREVOYANCE RE was dissolved and merged into
SCOR GLOBAL LIFE SE and SCOR GLOBAL LIFE SE increased its share capital from EUR 274,540,000 to EUR
Share of retrocessionaires in underwriting reserves Note 4 5 - 5 5
(1) Data for financial years 2012 and 2011 are before appropriation of results
Expenses for Life reinsurance and other underwriting reserves 51 - 51 (60)
The financial statements for financial year 2012 are presented in accordance with the European Directive of 19 December 1991, the French Decree 94-481 of 8 June 1994, and the Order of 20 June 1994 as amended by the Order of 28 July 1995, for which the application has been extended to include reinsurance companies. The income statement was split between the Non-Life underwriting statement, the Life underwriting statement and the non-underwriting statement. In addition to reinsurance operations, the underwriting accounts include general expenses and income from investments relating to reinsurance activities. Income from invested shareholders’ equity is recorded in the non-underwriting account.
Investments are initially recorded at historical acquisition cost, excluding expenses. Then, investments are valued based on the asset category and the length of time over which they are expected to be held.
The fair value of investments in associates is based on their value in use which is based on the utility of the investment to the Company, the actual share price, the revalued shareholders’ equity, the actual results and the future outlook.
Accounting Commission, an impairment provision is recorded on a line-by-line basis for securities which are considered permanently impaired.
No impairment is recognized for differences between net book value, as decreased or increased by the amortization of any premium or discount, and the realizable value. An impairment provision is recorded only in the event of issuer default.
A liquidity risk reserve is recorded for the possible need to liquidate assets in order to make immediate payment on major claims. This reserve is included in underwriting reserves and is recorded when the total net book value of assets, excluding bonds and other fixed income securities (investments valued according to article R. 332-19 of the French Insurance Code), exceeds their fair value. The fair value corresponds to the market price for listed shares, the net asset value for unlisted shares and the net realizable value for investments in subsidiaries as described in Section 2.1.
Based on the calculations performed, no such reserve was required or recorded in the financial statements for 2012 and 1.3 CURRENT PROPERTY, PLANT AND EQUIPMENT
- Updated mortality tables for the various plans, with turnover data for managers and salary increases - Long-term service awards: the CNC Notice 2004-05 dated 25 March 2004 requires the recognition of a provision for long-term service awards as from 2004
Finite reinsurance treaties, as defined under article L310-1-1 of the French Insurance Code, have to be accounted for under provisions of opinion 2009-12 dated 1 October 2009 issued by the CNC (French accounting standard setter).
The mathematical reserves for Life reinsurance are submitted by ceding companies and completed by estimates calculated by Life actuaries using statistics based on historical date and information provided by underwriters.
As of 1 January 2008, SCOR applies the new rules relating to the accounting of transactions in foreign currencies by entities subject to the rules of the Insurance Code as required by the CNC in its opinion n° 2007-02 dated 4 May 2007.
The foreign currency differences on off-balance sheet positions (forward financial instrument contracts) and the related offbalance sheet account represent unrealized foreign currency gains or losses. These differences are recorded on the balance sheet in the accounts “net translation adjustments” and “regularization of forward financial instrument contracts”, based on the underlying strategy.
In the unconsolidated corporate profit and loss statement of SCOR SE under French GAAP, Non-Life segment encompasses personal accident reinsurance in accordance with article A343-1 of the Insurance Code. Personal accident reinsurance belongs to the Life segment in Group consolidated financial statements under IFRS.
Reinsurance Directive) ; with the French General Statement of Accounting Principles (“Plan Comptable Général”) of 1982 ; and with French Decree No 2002-970 dated 4 July 2002, relating to the use of forward financial instruments by French insurance companies.
Income and losses in the form of interest or premiums are recorded on a pro rata basis over the life of the contract.
Commitments given and received recorded at the balance sheet date reflect the nominal amount of open transactions. Any unrealized loss positions on swaps are recorded in the financial statements.
Cash deposited with ceding companies (related & associated companies) 20 - 14 3 31
REINSURANCE IRELAND acquisition is EUR 587 million at 31 December 2012 compared to EUR 708 million in 2011.
The boards of PREVOYANCE RE and SCOR GLOBAL LIFE SE, both affiliates of SCOR SE, decided upon a merger of the two entities on 28 June 2012, with retroactive effect as at 1 January 2012. As a consequence, PREVOYANCE RE was dissolved and merged into SCOR GLOBAL LIFE SE and SCOR GLOBAL LIFE SE increased its share capital from EUR
EUR 587 million to SCOR Global Life SE, EUR 40 million to SCOR AUBER SA, EUR 44 million to SCOR GLOBAL P&C SE
and EUR 59 million to GIE Informatique) compared to EUR 871 million as at 31 December 2011 (including EUR 708 million to SCOR Global Life SE, EUR 94 million to SCOR AUBER SA and EUR 49 million to GIE Informatique).
Loans granted to SCOR SE by its subsidiaries totaled EUR 185 million (including EUR 47 million from SCOR Global Life SE
(including EUR 361 million for SCOR Global P&C SE and EUR 123 million from SCOR HOLDING SWITZERLAND).
For 2012, SCOR SE recognized EUR 41 million in financial income from loans with related companies and EUR (10) million in interest (expenses) on borrowings with related companies.
- SCOR GLOBAL LIFE SE EUR 275 506 99.99% 471 471 587 79 - 2,354 82 100 5 avenue Kléber, 75116 PARIS, France 5 avenue Kléber, 75116 PARIS, France 199 Water Street, NEW YORK, NY 10038-3526 USA
5 avenue Kléber, 75116 PARIS, France - SCOR Holding Switzerland AG EUR 382 1,703 40.68% 788 788 - - - - 47 61
Liabilities arising from reinsurance operations - - 1 1 6 - 1 7
Deferred commissions received from reinsurers (Non-Life) - - - - - - - -
The balance includes EUR 15 million accrued interests (as at 31 December 2011: EUR 13 million)
 EUR 50 million in Perpetual Step-Up subordinated notes issued on 23 March 1999 and redeemed on 25
September 2012 at 80% of par. SCOR SE realized a EUR 10 million gain on the transaction.
 Initial EUR 350 million reduced to EUR 257 million after repurchase of EUR 93 million during 2009 undated deeply subordinated notes (Tier 1 type) issued on 28 July 2006 in connection with the financing of the acquisition of Revios Ruckversicherung AG. The bond issuance is represented by last-rank subordinated bearer notes with a par value of EUR 50,000 each bearing interest at an initial rate of 6.154% per annum, a floating rate indexed on the 3-month EURIBOR plus a margin of 2.90%, payable quarterly. No fixed redemption date is set but SCOR SE reserves the right to redeem the bonds in full or in part as from 28 July
The maturity of debt at 31 December 2012 is as follows: In EUR million Less than 1 year 1-5 years +5 years Total
 The reinsurance estimates ─ assumed ─ Life (EUR 692 million) includes premiums for EUR 365 million, commissions payable of EUR (84) million and claims payable amounting to EUR 411 million.
 The reinsurance estimates ─ assumed ─ Non-Life (EUR 1,163 million) includes premiums for EUR 679 million, commissions payable of EUR (154) million and claims to repay for EUR 637 million.
 The gain for 2011, i.e., EUR 235 million, combined with a portion of retained earnings (EUR 4 million), was allocated to other reserves for EUR 12 million, retained earnings for 16 million and to dividends for EUR 211 million.
 The issuance of shares relating to the exercise of options through 31 December 2012 for a total of
EUR 10 million were allocated to the share capital of the Company for EUR 5 million and to additional paid-in capital for EUR 5 million. The exercise of options resulted in the creation of 582 166 shares.
 In the context of a contingent capital arrangement program, SCOR issued 9,521,424 warrants on 17 December 2010 to UBS, each warrant committing UBS to subscribe for two new SCOR shares (maximum amount of EUR 150 million - including issuance premium available per tranche of EUR 75 million each including issuance premium) when the aggregated amount of the estimated ultimate net losses resulting from eligible natural catastrophes incurred by the Group (in its capacity as an insurer/reinsurer) reaches certain contractual thresholds in any given calendar year between 1 January 2011 and 31 December 2013 or if no drawdown already took place in the context of the agreement and SCOR’s share price drops below EUR 10.
 During 2012, the Board decided upon a share capital reduction by cancellation of a total of 216,250 treasury shares for a total amount of EUR 2 million.
 EUR 44 million in reserves for post-employment benefits: retirement provisions (EUR 41 million), supplementary retirement (EUR 1 million), long-term service awards (EUR 2 million).
SCOR Global P&C SE, SCOR Global Life SE and SCOR SOUTH AFRICA as well as the Chinese branch's activity.
In EUR million Prior years 2011 Total Prior years 2012 Total 8.3 CHANGE IN COMMISSIONS
Dividends received from subsidiaries total EUR 266 million and include: SCOR Global Life SE EUR 100 million, SCOR
Results from transactions involving financial instruments (rate swaps, interest-rate options, real estate swap) were posted to financial income in the net amount of EUR 0.2 million in 2012 compared to EUR (0.5) million in 2011.
The non-recurring gain amounts EUR 16.7 and is mainly due to the following items:  Gain of EUR 10 million on the repurchase of the perpetual debt of EUR 50 million
The SCOR SE Group in France is consolidated for tax purposes and is composed of SCOR SE as the parent company of the Group, SCOR Global P&C SE, SCOR Global Life SE, SCOR Global Investments, SCOR Gestion Financière SA,
SCOR Auber SA, DB Caravelle, ReMark France, SAS Mobility and Rehalto SA as subsidiaries. Under the tax agreement, SCOR SE benefits from the tax loss carry-forwards of its subsidiaries, and tax benefits are transferred back to the individual subsidiary concerned, if the entity becomes profitable in the future.
Total tax losses of the consolidated French tax Group were EUR 1,190 million as at 31 December 2012.
SCOR SE, as a stand-alone company, has a tax loss carry-forward. The corporate tax gain of EUR 10 million relates to:  the contribution of subsidiaries that are consolidated for tax purposes by EUR 32 million;  tax credits by EUR 1 million;  taxes from branches of EUR (13) million;  Tax expense of the tax group by EUR (10) million.
These calculations were performed individually and plan by plan, and rounded up to the nearest unit. The new basis for exercising the rights attached to the share subscription and purchase options have been calculated by entering the value of the preferential subscription right on the one hand, and the value of the share after detachment of this right on the other, as determined from the average of the opening prices during all the trading days included in the subscription period.
Amount distributed under the collective incentive plan - - - - 979
The following table presents the gross cash compensation paid in 2011 and 2012 to the Group Chairman & CEO: Chairman and CEO
Total pension benefits commitments relating to the corporate officer (“mandataire social”) amount to EUR 17.6 million.
Other commitments given and received (Note 15.1.3) 8 8 23 25 15.1 COMMITMENTS RECEIVED AND GIVEN IN THE ORDINARY COURSE OF BUSINESS
Commitments received Commitments given In EUR million 2012 2011 2012 2011
Currency forward purchases and sales generated an unrealized gain of EUR 3 million.
In consideration of its commitments relating to technical reserves, SCOR SE has granted letters of credit in the amount of USD 7 million (EUR 5 million) to cedants compared to EUR 796 million in letter of credit capacity received from banks.
Apart from mentioned commitments in the note above and the parental guarantee ( section 2.3), the Company no longer has any commitment with respect to hybrid transactions such as asset swaps or index default swaps. No facts in connection with the aforementioned commitments given and received have come to our knowledge, which may have an adverse impact on cash flows, cash positions or on our liquidity requirements.
(see Reference Document 2011 for more information) and at the expiration of the deadlines for opposition by the parties, these agreements have become final and will allow for stipulated distributions by the parties, withdrawn from a sequestered bank account in place at the time of the signing of the settlement agreements. The matter is therefore concluded for SCOR and has no further supplementary financial impact for SCOR.
SCOR Global P&C, and a number of other insurance and reinsurance companies for an alleged infringement of Article 1 of Law 15/2007, of 3 July 2007, on Competition (the “Competition Act” which prohibits agreements and concerted practices that may have as an object or effect the restriction of competition in the market). The infraction would have consisted in an agreement to set the minimum price and other commercial conditions applied to customers in the market for decennial insurance for construction in Spain. Pursuant to such decision, SCOR was required to pay a fine of
Capital I LP and Highfields Capital II LP litigation covered by the directors and officers insurance policy. The proceedings were dismissed on 24 October 2012. On 23 November 2012, SCOR filed an appeal before the Court of
I LP and Highfields Capital II LP covered by its excess policies. All of the proceedings are ongoing.
The statutory auditors' report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures.
This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France..
In compliance with the assignment entrusted to us by your annual general meeting, we hereby report to you, for the year ended December 31, 2012, on:  the audit of the accompanying financial statements of SCOR SE,
These financial statements have been approved by the board of directors. Our role is to express an opinion on these financial statements based on our audit.
Our work consisted in assessing the data and assumptions on which the estimates are based, in reviewing the company’s calculations, in comparing estimations from prior periods with actual outcomes, and in examining senior management’s procedures for approving these estimates.
In the specific context of the financial crisis we examined the control system in place relative to the inventory of direct and indirect exposures, and the system in place for their assessment, as well as the valuation methods and write-down policies applicable to certain financial instruments. We have obtained assurance that the information provided in the
aforementioned notes is appropriate, and that the approaches and policies described were properly applied by the company.
These assessments were made as part of our audit of the financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by law.
Concerning the information given in accordance with the requirements of article L. 225-102-1 of the French commercial code (Code de commerce) relating to remunerations and benefits received by the directors and any other commitments made in their favor, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your company from companies controlling your company or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information.
The main reconciling items between French GAAP on a statutory basis and IFRS on a consolidated basis stated in the tables below relate to the consolidation of subsidiaries in the IFRS consolidated financial statements (whereas such subsidiaries are accounted for at cost less impairment in the stand alone French GAAP Parent Company financial statements) and to deferred taxes that are not recognized under French GAAP.
Reversal of French GAAP accrual for share award plans 18 16
Board of Director’s, in addition to the internal control and risk management procedures that have been implemented by the Company.
This report has been approved by the Board of Directors on 5 March 2013.
It has been incorporated in the 2012 Registration Document of SCOR SE (“SCOR”) which is available on the
As at the date of the Registration Document the Board of Directors is composed of 12 Directors: Denis Kessler,
Chairman of the Board, Gérard Andreck, Peter Eckert, Charles Gave, Kevin J. Knoer(employee representative), Daniel
Amongst these 12 Directors, 10 are independants: Gérard Andreck, Peter Eckert, Charles Gave, Daniel Lebègue,
Monica Mondardini, Guillaume Sarkozy (as representative of Malakoff Médéric Group), Guylaine Saucier, Jean-Claude
Chairman of the Board, 5 of the Directors listed, work or have worked at a high level within the insurance industry. 2
Directors and the non-voting Director practice or have practiced at a high level in the financial and banking industry, one director from the media industry and finally, the main activity of 3 of them is to be directors of companies. The Board benefits from international experience with Board Members practicing their functions in Switzerland, Italy, United States,
 A number of improvements were also proposed and adopted: - An annual Strategic Seminar will be organised; - The Audit and Risk Committee meetings should be longer.
Compensation and Nomination Committees are fully composed of independent directors;  Diversity of expertize. In addition to experts drawn from the insurance and reinsurance sectors, the Board of
A list of the members of the Company’s Board of Directors in 2012 features in the table below
(ii) terms should be staggered so as to avoid replacement of the entire body and to favor a smooth replacement of
For historical reasons, the mandates of the entire Directors ended at the Shareholders’ meeting held on 4 May 2011. In these circumstances, the Board of Directors chose a staggered renewal looking forward. Mandates of 6, 4 and 2 years have been proposed to the vote of the Shareholders’ meeting of 4 May 2011, in order to comply with the AFEP-MEDEF
Code and to progressively a system of renewal by third. The next renewals will be during the Shareholders’ meeting which will be held on 25 April 2013.
The application of the notion of director independence is assessed on the basis of the following primary criteria, derived from the recommendations of the AFEP/MEDEF report. An independent director: 1. must not currently be, or have been within the last five years, an employee or corporate officer of SCOR; Generally, in order to be qualified as independent, a Director must not be or have been within the last five years an employee or corporate officer of a company consolidated by the parent company. However, the
Group considers independent any external Director or any member of SCOR’s Board of Directors as well as any member of the Board of Directors of SCOR’s subsidiaries (such as SCOR Holding Switzerland, SCOR
Switzerland AG, SCOR UK Company Ltd, or SCOR Reinsurance Asia Pacific Ltd) who satisfies all the other criteria shall be considered as being independent.
Directors in 2013, based on the proposal of the Compensation and Nomination Committee, with regard to the criteria stated above:
(1) Directors appointed by the Annual General meeting on 3 May 2012 (2) Representing Malakoff Médéric Group, Director
He convenes the independent Directors as often as needed and at least once a year. The Lead Independent Director of the Company chairs the Non-executive Directors Session.
(D) MEETINGS OF THE BOARD OF DIRECTORS IN 2012DURING THE COURSE OF THE FINANCIAL YEAR 2012, THE COMPANY’S BOARD OF DIRECTORS HELD 6 MEETINGS ON THE FOLLOWING DATES:  3 May 2012 (2 meetings, one before the AGM and the second after it)
The average attendance rate of the members of the Board was 91,6%.
(1) Director whose appointment ended on 3 May 2012 (2) Director appointed by the Annual General meeting on 3 May 2012 (3) Representing Malakoff Médéric Group, Director
The Strategic Committee is composed of Denis Kessler (Chairman), Gérard Andreck, Georges Chodron de Courcel
(represented by Guillaume Sarkozy), Guylaine Saucier, Jean-Claude Seys, Claude Tendil and Daniel Valot (the
Daniel Valot 100 (1) Representing Malakoff Médéric Group, Director 2. The Audit Committee
The Audit Committee is composed of Daniel Lebègue (Chairman), Guylaine Saucier, Jean-Claude Seys and Daniel
Valot (the “Audit Committee”). Each of its members is independent. According to its Internal Charter, the Committee comprises between three and five members appointed by the Board of Directors of the Company and selected among the voting and non-voting members of the Board of Directors and, in compliance with the AFEP and MEDEF corporate governance code of listed corporations from December 2008. The term of their mandates coincides with their term of office on the Board of Directors.
The Audit Committee has adopted an Internal Charter, setting forth two imperative missions:  Accounting mission, including the analysis of periodic financial statements, the review of the relevance of choices and correct application of accounting standard, the review of the accounting treatment of any material transaction, review of the scope of consolidation, review of off-balance sheet commitments, control of the selection and remuneration of statutory auditors, oversight of any accounting and financial reporting documents before they are made public;  Ethical and internal control responsibilities. In this context, the Audit Committee is responsible for ensuring that internal procedures relating to the collection and auditing of data, guarantee the quality and reliability of the Group’s financial statements. The Audit Committee is also in charge of reviewing agreements with related parties (“conventions réglementées”), analyzing and responding to questions from employees with regard to internal controls, the preparation of financial statements and the treatment of internal accounting books and records.
The average attendance rate of the Committee Members was 87.5%. The following chart states the attendance of the
The Risk Committee members are Peter Eckert (Chairman), Charles Gave, Daniel Lebègue, Malakoff Médéric Group
and liabilities and capital allocation management, standards and guidelines for assets management, internal control and
The Risk Committee meetings lasted approximately 2 to 3 hours in 2012.
Compensation and Nomination Committee is composed of between three and five members appointed by the Board of
Directors and chosen among the members of voting and non-voting member of the Board of Directors. The term of their mandate coincides with their term of office within the Board of Directors.
The Committee met 4 times in 2012. Its works dealt with the stock allotment and subscription plans, the modalities of remuneration of the Chairman and Chief Executive Officer and other members of the Executive Committee of the
Group. It also does an annual review of the director’s fees and expenses for the all Directors within the Group.
The Compensation and Nomination Committee meetings lasted approximately 2 to 3 hours in 2012.
The non-executive Directors session has been put in place in 2012. It is composed of all voting and non-voting
Directors, with the exception of employee Directors and corporate executive officers of the Company.
Information on shareholding and stock options or company stock purchases by members of administrative and management bodies.
Certain Directors or the Non-Voting Director of SCOR are also members of the Boards of Directors for the Group’s subsidiary companies and as a result of this, received Directors’ fees in 2012. See Section 15.1.1 of the Registration
Following the recommendation of the Compensation and Nomination Committee, the meeting of the Board of Directors on 7 March 2012 decided that the Chairman and Chief Executive Officer:  will receive a fixed gross annual sum of EUR 1,200,000, payable in twelve monthly installments; and
For 2012, the variable compensation of the Chairman and Chief Executive Officer has been determined according to the following criteria:  financial criteria: Return on Equity (RoE) achieved by SCOR.
(C_n) as defined below for at least two out of the three years preceding the date of his departure.
Compensation and Nomination Committee, will be met for the year n if at least 3 out of 4 criteria below are fulfilled.
On meeting on 3 May 2012, the Board of Directors, upon authorization granted by the Extraordinary general meeting of the Shareholders on 3 May 2012, and upon the recommendation of the Compensation and Remuneration Committee of 19 March 2012, decided to allot 125,000 performance shares to the Chairman and Chief Executive Officer. The granting will be effective at the end of a vesting period of two years and subject to the satisfaction of performance conditions as defined by the Compensation and Nomination Committee (see Section 20.1.6.18, Note 18 – Stock Options and Share
Awards). Such granting is also submitted to a non-transferability period of two years at the end of which the shares will be available and be freely assigned. The Chairman and Chief Executive Officer shall retain 10% of these shares in the registered form until he ceases to hold his duties of corporate officer. He shall also acquire on the market un number of shares equal to 5% of the shares freely assigned to him, as soon as these free shares become transferable.
An allotment of 125,000 shares subscription options to the benefit of the Chairman and Chief Executive Officer was decided on 23 March 2012 by the Board of Directors held on 19 March 2012, upon authorization granted by the
Extraordinary general meeting of the Shareholders on 4 May 2011, and upon the recommendation of the Compensation and Remuneration Committee of 19 March 2012. The exercise of these subscription options is subject to the satisfaction of the same performance conditions as those of the performance shares. The Chairman and Chief
Executive Officer shall retain 10% of the shares due to the exercise of the options in the registered form until he ceases to hold his duties of corporate officer of the Company.
Officer of the Company, in an amount equivalent to three years of fixed and variable compensation; the insurance is obtained by the Company.
(c) An death or permanent disability insurance for an accident, also and especially underwritten for the executives on the Group on 1 January 2006 It is specified that these collective insurances are renewed on an annual basis so that the Chairman and Chief Executive Officer will benefit from any policies that may replace the existing ones.
The modalities of the participation of the Shareholders to the General meetings and notably the main powers of the
Shareholders’ General meetings, the description of the Shareholders’ rights as well as the modalities of the exercise of the voting rights are set forth by the Article 19 of the Company’s by-laws, an electronic version of which is available on
Financial report which is included in this Registration Document (see Appendix E for the cross reference table to Annual
September 2009 SCOR’s ERM is rated “strong” by Standard & Poor’s.
COSO objectives will be totally eliminated. For example, among the various limitations inherent in the effectiveness of internal controls relating to the preparation of financial documents, those involving decision-making errors based on human judgment are particularly high in a reinsurance company. In effect, the accounting data are subject to numerous estimates, primarily because of the evaluation by the reinsurer of claim reserves, either those not yet declared to the ceding companies or the reinsurer, or those for which development is uncertain or subject to a number of assumptions.
Group. It meets on a weekly basis and all the COMEX members report to the Chairman and Chief Executive
Officer of SCOR SE. In addition to the CEO, the COMEX is currently made up of: - The Chief Financial Officer (CFO), representing the Finance Division - The Chief Risk Officer (CRO) and his deputy, representing the Risk Management Division - The Chief Operating Officer (COO), representing the Operations Division - The SCOR Global P&C Chief Executive Officer (CEO) and his deputy, representing the management of SCOR Global P&C (SGP&C)
- The SCOR Global Investments Chief Executive Officer (CEO), representing the management of SCOR Global Investments
Management at SCOR Global P&C, SCOR Global Life and SCOR Global Investments. In addition the Hub risk managers are involved in these tasks at a local level. Compliance to local regulations and constraints is ensured by Hub compliance officers.
The Group standards and references cover a wide range of activities, including the compliance area for which the framework has been further strengthened in 2012, in particular tightened requirements and other developments. More specifically four Group Compliance Policies were updated and one new Group Compliance Policy was published. The main changes can be summarized as follows:  The Group Code of Conduct was updated and replaced the version dated March 2010 in response to business and legal developments and as such, this document is designed to provide guiding principles in a rapidly-changing environment. The amendments include, amongst others, specific reminders on the importance to comply with both national and international applicable anti‐bribery laws and on the serious consequences of violating applicable laws or regulations and an explicit statement that SCOR prohibits retaliation against any employee for reporting in good faith any violation of laws or regulations or the principles of the Code. The updated Code also reflects a commitment to further integrate sustainability considerations as outlined in the “Principles for Sustainable Insurance” developed under the aegis of the United Nations
 The Group Guidelines on Sanctions and Embargoes were updated to emphasize in more detail the importance of compliance with applicable sanctions regulations and to give further guidance on due diligence and sanctions screening required (including the use of sanctions exclusion clauses). Regular updates on key sanctions and embargoes regimes were published and made available to underwriters, claims and accounting staff and the topic was also addressed in training initiatives for underwriters and others.
 A Group Conflict of Interest Policy was issued outlining possible scenarios of conflict of interests and how such conflict of interest needs to be handled. This Policy aims at identifying and managing conflict of interest arising in relation to SCOR’s various business lines and its group activities under a comprehensive conflict of interest policy. It also summarizes implemented Group policies and procedures designed to anticipate and manage conflict of interest situations and outlines when the Hub General Counsel/Compliance Officer need to be contacted.
(SMV1.0) covering the years 2010 to 2013 was approved by the Board in July 2010. It has been updated and publicly presented on the 7 September 2011 following the acquisition of Transamerica Re and the sale of our U.S. equity indexed annuity business. The updated strategic plan reaffirms the three objectives set out in the initial version of the plan SMV1.0, i.e.: the optimization of the Group’s risk profile, a “AA” level of financial security and a profitability target of 1,000 basis points above the risk free-rate over the cycle. “For the new initiatives set in the initial plan, SCOR has reinforced its ERM through the development of specific indicators reported on a quarterly basis to the Group Risk
Committee and the Board Risk Committee of the Company in order to enable them to benefit from an overall overview of the development of these initiatives.
As mentioned here before, the COMEX defines the procedures for implementing the strategy and reviews the consistency of the operational plans or policies (e.g. underwriting, finance, retrocession, information technology) with the strategic plan. The COMEX also ensures that there is an optimal risk-based allocation of capital and diversification.
Under the responsibility of the Group Chief Risk Officer, the Capital Shield Strategy sets risk limits to ensure a protection of the Group’s capital in line with the strategic plan’s objectives. The Capital Shield Strategy is approved and monitored by the Group Risk Committee and the Board Risk Committee.
dedicated collaborative site has been created on the Group’s intranet allowing designated observers, who are experts in their field, to collate market information, articles or studies on topics that might constitute emerging risks. In addition, a special email address allows all Group employees to submit information. This information is processed by a Committee administered by the Group Risk Management Department and composed of members of the risk management function in the Division (SCOR Global P&C, SCOR Global Life, SCOR
 An Extreme Scenarios process: this process aims to review and assess the potential impact of selected extreme scenarios. Subject specific working groups constituted of experts across the Group, coordinated by the Group Risk Management Department with the support of the divisional chief risk officer of SCOR Global
Because of its activities, SCOR SE is exposed to many risks: reinsurance related risks, market risks and other risks
(e.g. liquidity, rating). These risks are detailed in the part 4 – Risk Factors of the Registration Document. This report does not detail these risks, but aims at summarizing the principal activities and participants of Risk Control for the following important areas.
The control activities described below are considered as the principal activities for controlling risks specific to those areas. In accordance with SCOR’s internal control concept, these control activities are performed on group or company level, on core business and investment process level, or on supporting process level.
SCOR uses an internal model for determining economic capital managed by the Group Financial Analysis & Risk
These plans are approved by the COMEX. ;  A quarterly review of technical results is performed by business area (Property and Casualty Treaties,
Middle East & Africa), Americas, Asia-Pacific). The review enables to analyze technical results by underwriting year, by nature and by line of business;  Underwriting and pricing guidelines, defined by SCOR Global P&C, specify the underwriting capacities delegated to each underwriter in each entity, as well as the underwriting rules and principles to be complied with. They follow update and approval processes as well as a formalism.
 Business opportunities going beyond the stipulations of the guidelines thus defined are subject to special referral procedures at two key levels: (1) by its Underwriting Management and Retrocession Department; and if need be by the Group Legal Department, (2) and for cases which may have a significant impact on the balance sheet (thresholds and/or conditions defined in a procedure or specific guidelines) by the Group Risk
Management Department;  Concerning claims management, the definition of a global claims and commutations management policy for all
Treaty, Facultative and Specialty business of SCOR Global P&C is carried out by the Claims & Commutations
Department is articulated around three axis: - a quarterly follow up of the claims evolution for each segment through adequate actuarial reporting procedures;
Europe, North America, Asia/Pacific, Middle East, Others) and by line of business;  Underwriting and pricing guidelines, defined by SCOR Global Life, specify the underwriting capacities delegated to each entity, as well as the underwriting rules and principles to be complied with. Updates and revisions follow formalised approval processes;  Business opportunities going beyond the stipulations of the guidelines thus defined are subject to special referral procedures at two key levels: (1) by the Central Actuarial & Underwriting Department and where applicable the Risk Management Department, the Finance Department of SCOR Global Life, and the Group
Actuarial Department does not intend to provide a second best estimate to be compared with SCOR Global
Investment Guidelines determines the conditions in which SCOR Global Investments will implement, on behalf of all Group subsidiaries, the investment policy as defined by the Group’s Investment Committee; both of these documents have been approved by the Group’s COMEX;  Investments going beyond the stipulations thus defined are subject to special referral procedures managed by the Group Risk Management Department;  In 2008, SCOR Global Investments SE was specially created to manage all of SCOR’s financial assets and obtained on 15 May 2009 approval from the French financial market regulatory body (AMF) as an asset management company. To this end, the management and control procedures have been revised and investment decisions are implemented by SCOR Global Investments in accordance with the directives of the
 SCOR has outsourced the asset management of its assets. SCOR Global Investments provides SCOR with a regular reporting used for the monitoring of the portfolios. SCOR Global Investments controls the consistency and the completeness of the data used for the valuation of the assets ;  The investment portfolios managed by external service providers are reviewed during quarterly investment committees, attended by the external fund managers, the Senior Managers of the subsidiary in question and representatives of SCOR Global Investments;  The information systems used by SCOR Global Investments monitor transactions on publicly traded securities
Department, deals with all issues of information system security. Periodic audits of information security applications and procedures are conducted. For a number of years, SCOR has been improving its control procedures based on the COBIT guidelines (Control objectives for information and technology) covering the risks listed in the 12 major processes of COBIT, relating to the development, evolution and use of solutions, and access to databases. The IT business continuity plan has been reviewed and reinforced, including the migration of the production centers to a private cloud where the data is constantly replicated to a second remote site. In addition, the employees can be temporarily moved to any other Group Hub office, or even work from home with their laptop or personal computer.;  the budgetary control system for general expenses is organized and managed by the Group Cost Control &
Budget Department;  the Group Financial Planning & Analysis Department establishes an annual financial plan for the Group by company and monitors actual data in relation to this plan on a quarterly basis. A presentation of the results of the analysis is made to the COMEX every quarter;  the objective of the Group Tax Department is to ensure that the various entities of SCOR meet their tax obligations and promote the use of best practices in this domain;  the General Secretary contributes on his side to the management of the following functions: (i) legal and functional governance of the Group, (ii) compliance, in connection with the Group Compliance Officer who reports to the General Secretary, (iii) regulatory control for the Group and coordination of the legal entities with the legal departments at hub level, (iv) Group’s insurance policies, in particular with respect to D&O and professional liability;(v) follow up of the Group Structuring (optimization of the Group structure and its entities).
 Financial communication: The establishment and centralization of all financial information - particularly press releases, intended for the market, investors, financial analysts, and the press - are the responsibility of the Corporate Communications Department and the Group Corporate Finance and Financial Communications Department, which respects a formalized process.
Financial information intended for rating agencies is the responsibility of the Group Corporate Finance and Financial
Furthermore, SCOR has increased the use of collaborative sites enabling it to share and retain document history or to collect and centralize information specific to certain subjects (e.g. emerging risks) from various sources.
The Group Internal Audit provides independent, objective assurance and consulting services designed to add value and improve an organization’s operations. The internal audit activity helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of governance, risk management and control processes. Furthermore, the Group Internal Audit must inform the senior managers and heads of operating and functional units of any unsatisfactory conditions or risks.
The Group Internal Audit elaborates a yearly audit plan in a risk-based manner, taking the organization’s risk management framework and including risk appetite levels set by management for the different activities, or parts of the organization, into account. The input of Senior Management and the Board is considered in this process. Once reviewed and approved by the Audit Committee, it is communicated to COMEX members and put on the SCOR portal.
General accounting for SCOR subsidiaries is supported by two main auxiliary group of accounting systems, namely (1)
The processes described below concerning reinsurance accounting and calculation of technical reserves, which are predominantly within the single technical information system (OMEGA), are being applied by Group entities. A high level
Board of the Group and by the Executive Committee will even reinforce this strong internal control.
 extended capabilities for Reporting (including drilldown from Financial to source system data) ,
Control of the quarterly consolidation procedure under IFRS is provided in particular through:  use of a market recognized consolidation software package ("SAP BFC”) and common to all Group entities, which ensures the whole consolidation process through automated and formalized controls;  the formalization of the reconciliations between the systems or auxiliary accounting methods with the general and consolidation accounting systems;  at least three levels of control of the consistency and completeness of the consolidation package, one by the entity in question, another by the finance departments of SCOR Global P&C and SCOR Global Life and the third by the Group Finance Department;  systematic analyses of the results, shareholders’ equity, taxation and cash flow;  internal monitoring of changes in legislation and accounting standards, together with the Group’s external consultants and auditors;  daily monitoring of the closing process of each of the Group entities;  an audit performed by external auditors as at 31 December 2012 and a limited review as at 30 June 2012.
Commercial Code (code de commerce). It should be noted that our role is not to verify the fairness of this other information.
The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman's report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information. These procedures consist mainly in:  obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information on which the information presented in the
Reserves for claims are recorded in the accounting system for the amount communicated by the cedants. They can be supplemented with additional amounts calculated according to past experience, in order to take into considerations estimated future adverse developments.
Framework that protects SCOR shareholders, ensuring that they do not become SCOR’s retrocessionaires. The capital shield is made up of three main pillars: capital buffer, risk appetite framework and hedging (retrocession, ILS, contingent capital etc.).
A transaction through which insurers or reinsurance surrender all rights and are relieved from all obligations under the insurance or reinsurance contract in exchange for a single current payment.
Credit insurance provides insurance coverage against loss to a supplier caused by customer failure to pay for goods or services supplied. Surety insurance relates to sureties and guarantees issued to third parties for the fulfillment of contractual liabilities.
Collective term for the lines of business in connection with the insurance of persons, i.e. life, pension, health crit ical illness, long-term care and personal accident insurance.
Additional premiums charged under certain excess of loss reinsurance contracts to restore coverage amounts after a loss.
The rate of interest that remunerates assets with no counterparty risk. Usually, the weighted three months daily interest rates of treasury bills (T-bills) in the Euro area, the U.S., U.K., Canada and Switzerland averaged over the period under consideration are used as proxies for the risk-free (interest) rate. The weighted average used for this calculation is based on the percentage of our managed assets denominated in the currency of each such asset.
The cessation of all underwriting of new business on a risk portfolio. As a result, all reserves are “run off” over time unti l their complete extinction. Run off may take up to several decades depending on the class of business.
SCOR Global Life refers to the operating division recording all business underwritten by entities in the life operating division. SCOR Global Life SE refers to the legal entity.
STRONG MOMENTUM V1.1 (SMV1.1): In September 2010, the Group presented its new three-year plan “Strong Momentum” covering the period 2010-2013. In September 2011, SCOR released the updated version “Strong Momentum V1.1” of this plan.
In accordance with the AMF Guide d’élaboration des documents de référence up-dated as at 20 December 2010, statements and information pertaining to the management report on the Company’s and on the Group’s activities in 2012, as approved by the Board of Directors on 5 March 2013 (the “Report”), are included and presented in the
Registration Document 2012 which will be submitted as such to the Shareholders’ Meeting convened to approve the financial statements of the financial year ended on 31 December 2012.
of the French Commercial Code;  to the 2012 stock-option plans and stock purchase plans; and
The shareholders' equity of SCOR SE is amounting to EUR 2,632,100,751 and other equities are amounting to
EUR 1,067,244,882. The debts amounted to EUR 495,689,375 including other loans of EUR 351,843,601.
The reinsurance result of SCOR SE as at 31 December 2012 is EUR 79,026,569 while the financial result is EUR 195,
None of the expenses referred to in paragraph 5 of Article 39 of the French General Tax Code are considered as nondeductible for tax income 2012.
III. - Profit and loss per share: a) Net Profit after taxes, and before depreciations and reserves 1,03 0.34 1.13 (1.33) (0.28)
Amount eligible for the deduction allowance specified by Article 158-3 of the French General Tax Code (2) EUR 1.10 EUR 1.10 EUR 1.00
Paris stock market by Euronext NYSE throughout the financial year 2012: TOTAL OF TRANSACTIONS EXTREME MARKET PRICE
Group Human Resources collects the data from the various hubs and breaks it down by country where necessary. The information system used to manage Group employees is PeopleSoft HR. Group Human Resources, in charge of consolidating the data, performs weekly consistency checks of the PeopleSoft HR database.
Each category in this section corresponds to an information mentioned in the French decree named Grenelle II which is explicitly mentioned(1).
The items pertain to the entire Group except ReMark (134 employees) , Telemed (29 employees) and Rehalto (29 employees). They are controlled 100% by SCOR Global Life SE and managed independently from the Group in terms of human resources.
(1) The headcount is calculated on the basis of employees registered as at 31 December. Each hub covers a region and may encompass several countries. For example, the Paris hub covers France, Spain, Italy, Belgium, the Netherlands, Luxembourg, Russia and South Africa. As temporary workers and external service providers are managed according specific rules in each site, this data is not mentioned in the headcounts this year. For detail of countries per hub, please refer to section 17.1.
(1) For 2011 and 2012, the former Transamerica Re employees are temporarily included in the SCOR Global Life division. For 2012, Rehalto (29 employees as at 31 December 2012) and Telemed (29 employees as at 31 December 2012) are 100% subsidiaries of SCOR Global Life SE, managed independently from the Group in terms of human resources and not aggregated in the division.
(3) SCOR Global Life SE controls 100% of the capital of ReMark. Due to its specific activity, its business model and its organization, ReMark’s human resources is managed independently from that of the Group
(1) The group has no particular difficulty in hiring this year
Methodology: the definitions for “fixed-term contract” and “trainee” may vary from one country to another. We define
“fixed-term contract” as a signed working contract mentioning a termination date. We define “trainee” as an employee paid by the company under a tripartite agreement between the company, university and student employee.
(*2012 Group’s staff turnover: number of resignations in 2012 /headcount as at 31 December 2011)
As a global company organised into six Hubs located in the world’s main financial centers, SCOR offers competitive base salaries in order to position itself as a competitive player on the labour market and attract and retain talent.
SCOR maintains a holistic approach to compensation. Compensation for both Partners and employees comprises multiple components: a fixed and a variable part, an immediate and a deferred part, an individual and a collective part.
SCOR has established a “Partners” Program. This program, which aims to involve the Partners to the capital of the
There are four main Partner Levels: Associate Partners (AP), Global Partners (GP), Senior Global Partners (SGP), and
The Company has a formal, carefully designed procedure for appointing and promoting Partners. Appointments and promotions are made every year during an Executive Committee (“COMEX”) session. Candidates must have consistently demonstrated their skills, leadership and commitment in the past.
For the non-Partners employees the SCOR cash bonus reward individual performance over the previous year.
For Partners, the SCOR bonus system is linked directly to the staff individual performance appraisal (corresponding to pre-defined ranges) and also to the Return on Equity that SCOR achieved in the past financial year.
The Partners of SCOR are also eligible for free shares and stock options. However, this does not mean that an allocation has to occur every year or that every Partner will receive an allocation. The process is supervised by the
Compensation and Nomination Committee which consists only of independent members of the Board of Directors who are informed of all the individual shares and options grants.
This new compensation scheme, the Long Term Incentive Plan (LTIP), thus reflects the Group’s desire to implement compensation schemes in accordance with best market practices, thereby enabling us to more deeply involve our key employees in the long-term development of the Group.
One defined-benefits pension scheme (the pension is equal to 1/60 th of the final pensionable salary for each year of membership of the scheme up to normal retirement date) and 5 defined contribution pension schemes (individual funds accumulate from contributions and investment returns.
Six defined benefits pension schemes (amount of annual benefit is paid at normal retirement date in monthly instalments for life, percentage of average monthly remuneration multiplied by a fraction, not exceed 1 and based on seniority upon retirement. One defined contribution pension scheme.
- United Health Care: medical fees, eye care and pharmacy fees including preventative, well-care visits and emergency care.
Switzerland The system of mandatory occupational pensions is based on “defined credits” accrued to an individual’s pension account and the payment of a pension.
The length of absence(*) within the Group is 10,004 days in France, 6 days in Belgium, 0 day in
Toronto (Canada), 191 days in Charlotte (USA), 45 days in Australia, 6 days in China, 80 days in
Hong-Kong, 2 days in India, 2 days in Malaysia, 118 days in South Korea, 564 days in Singapore, 15 days in Japan, 6 days in Taiwan.
(*) Sick leave, accident, maternity/paternity leave, sabbatical leave, exceptional leave are included. For Montréal (USA) and Latin America (Life division: Chili,
Mexico, Brazil), the data are not available for technical reasons ( 40 employees concerned).
3 European Committee meetings were held in 2012 (in Paris on April 27th, 2012, on July 3rd, 2012 and on November 9th, 2012).
France on July 4th,2012 “Management of jobs skills within SCOR Paris”, on July 20th, 2012
“Premium profit sharing 2012”, on July 6th, 2012 “2012 wages agreement”, on July 4th, 2012
“Endorsement No. 2 to the agreement on the participation of employees SCOR (December 28th, 2007)”, on July 4th, 2012 “Endorsement No. 2 to the Agreement on the company savings plan of the employees SCOR (December 21st, 2009)”, 7 agreements were signed in
« Special leave », April 2012 « Child care allowance 2012 », March 2012 « Addendum to social agreement flexible working time », in January 2012 « New pension scheme at
No collective agreement related to health and safety in the workplace were signed in 2012.
 Benefits for children such as back-to-school vouchers, the “early childhood” bonus, summer camps and recreation centers
(*) The summer camps are managed by the Works Council (social activities) but their related expenses are deducted from a supplementary dedicated budget defined by the company. The amount of expenses for summer camps was EURO 106,162 in 2012.
18 meetings were held with the Group’s staff representatives to discuss local health and safety conditions (13 in France, 1 in Italy, 4 in Switzerland).
Due to its geographical locations and applicable local laws, SCOR complies with all provisions of the International Labour Organization. The social climate within the Group can be considered as good. A good social dialogue exists in each hub and at the European level.
in cooperation with the company doctor (e.g.: eye examinations, a give up smoking programme and stress management).
- In Austria, first aid training, workplace evaluation (visits by safety engineers and occupational health physicians from the Austrian Workers' Compensation Board).
- In Russia, the company rents out a sports club for employees.
(1) Due to the multiplicity of local laws on this subject, the information relating to occupational diseases is not available in 2012 for technical reasons.
Description of the training policy 36 014 training hours have been offered by the Group in 2012. 16,951 training hours (EUR
(*) For technical reasons, this figure does not include Montréal (Canada) and Latin America (Life division: Chili, Mexico, Brazil), 40 employees at the end of
December 2012. The total training cost is not available for the Americas hub. (**) Calculated on the basis of employees as at 31 December 2012. This figure does not include Canada and Latin America (Life division: Chili, Mexico, Brazil), hence it covers about 97% of the total headcounts.
A Code of Conduct was introduced in 2009, in which SCOR committed to providing a work environment free from discrimination and / or harassment based on gender, sexual orientation, race, religion, disability, and acting as a staff representative or participation in a trade union.
 A continued effort was made to reduce the pay gap between men and women and apply the principles of professional equality stated in the agreement signed by SCOR
 In France, in 2012, wage gaps were identified and treated according to the agreement on equal treatment of men and women in the UES SCOR Paris (signed on 24
 In Germany and Switzerland, “equal opportunity lunches” are organised. The objective is to deepen thinking on discrimination and equality between women and men in the workplace.
The Group has 16 employees with disabilities: 1 in Germany, 2 in Switzerland, 6 in France, 2 in
Italy, 1 in New York (US), 3 in Charlotte (US), 1 in Toronto (Canada).
- The items pertain to the entire Group except ReMark, Telemed and Rehalto. They are controlled 100% by SCOR
- Employees on fixed-term Contract are considered as definitively leaving SCOR when their contracts expire. Employee who signed a permanent contract in 2012 at the end of their fixed-term contract are not included in this scope.
- The length of absence include sick leave, accident, maternity/paternity leave, sabbatical leave, exceptional leave.
SCOR has strengthened its commitment in 2012 as a founding signatory of the Principles for Sustainable Insurance, a global initiative placed under the umbrella of the United Nations Environment Program – Finance Initiative (UNEP-FI)
and announced in the run up to the United Nations conference on sustainable development (RIO+20). These initiatives form the framework in which SCOR SE (the “Company”) and its main subsidiaries implement the Group’s environmental policy (“SCOR”).
Committee (CSR Committee) where he also acts as the secretary. The CSR Committee is chaired by the Group Chief
Being mindful of controlling its direct “environmental footprint”, the Group supports any initiatives which tend to minimize the environmental impacts in the following areas: (1) property offices, (2) energy efficiency with regards to its information technology system, (3) travel: (1) For several years now SCOR has been implementing projects in the property offices area (acquisition and site management) in order to reduce its impacts derived from offices that are occupied by SCOR’s employees:  With respects to offices acquisition, the site in London which is owned by the Group has been certified
Cologne and Paris will strive to implement respectively the following standards: EMAS (“Eco-Management and
Audit Scheme”) and HQE operation. These certifications initially planned in 2012 have been postponed to
(2) With a view to reduce energy intensity of the information technology system (“GREEN IT”), actions have been taken in the field of Data management and IT furniture:  The initiatives and projects conducted such as the virtualisation of the servers and the nearly completed consolidation of the Data Centres on one single data center with a back-up facility (the “Global Data Centre”)
participate to diminishing the energy intensity derived from data management. The energy efficiency target of the Global Data Centre is to reach a “Power Usage Effectiveness” (PUE) of 1.5.
 Two approaches have been developed with regards to computers and laptop management in order to reduce their energy intensity: the Group’s fleet rationalisation (e.g. lifespan of the IT equipment, centralisation of the copiers) and acquisition of highly energy-efficient equipment (EPEAT Gold for laptop and computers on a
France and abroad. Companies in which SCOR has a shareholding are excluded from the scope (Refer to paragraph 20.1.6.24 - Related party transactions, Associates and Joint Ventures). ReMark, Réhalto and Telemed (totalling 202 employees worldwide), which are 100% owned by SCOR, are also excluded from this environmental report. This was also the case in 2011. Activity data have been collected between the 17 December 2012 and the 25 January 2013 on a target perimeter embracing all the Group’s locations where more than 30 employees were in activity at the end of the year (i.e. 31/12/2012), excluding the premises located in Milan (Italy) which will be included in the scope of a next reporting exercise. The report now covers sites that were not included during the data collection conducted in 2011, namely Charlotte (United-States) and Madrid (Spain) which have a total headcount of 382 employees.
Due to the unavailability of data for the full year on some of the locations included in to the environmental report, extrapolation have been done via on an estimate of the consumption missing data. Moreover, in some locations, only consumption billed directly to Group entities has been taken into account in general. At present consumption included in rental charges couldn’t be isolated, nor estimated in a number of cases. As a consequence, from one site to another, the information collected in each hub may entail different parameters, in particular with regards to the consolidation or not of the energy consumption derived from the use of services located in private areas of the building.
In addition, the Group consolidates these indicators and presents them expressed in tonnes of CO2 equivalent. This conversion of the different energy sources into Green House Gas emissions is performed centrally on the basis of the conversion factors published by the French “Environment and Energy Management Agency” (Ademe) and extrapolated from the data effectively collected in each hub. The emissions calculated by the Group cover the following scope of the
“Green House Gas Protocol”:  “Scope 1”: direct emissions induced by the combustion of fossil energy. From premises to premises, these emissions are generated by the consumption of fuel (heating and backup generator) and the use of a fleet of vehicles (company cars and corporate jet),
 “Scope 2”: indirect emissions induced by electricity consumption, steam and cooling. For most of the location surveyed, most of these emissions are induced by electricity procurement and on some locations such as
Company organisation to manage, assess environmental issues and certification initiatives are developed in section : “Group’s environmental policy: general organisation and main areas”
Most of the locations surveyed in 2012 reported on "paper waste"
Paper recycling is a practice implemented in most of the locations surveyed. The volume of paper sorted and collected for recycling is higher than the volume of paper purchased over the year (82.2 tons). This difference is mainly due to archive clean-ups and to the inclusion of other waste in the "paper waste" category such as cardboard and newspapers.
Group 7- Description of the measures taken to prevent sound pollution or any other form of pollution specifically concerning the company
Not material due to the nature of the Group’s activity (i.e. financial services). The direct impact of which are insignificant in terms of sound polltion
Description and 2012 Data Scope 8- Water consumption and procurement of water depending on local constraints
SCOR's offices are located in urban areas not subject to water stress. Total Group’s water consumption was 29,949 m3 in 2012 or 14 m3 per employee and contractor.
“green” standards are progressively integrated in various areas such as paper ream purchases reaching 82.2 tons in 2012 (i.e.
34 kg per employee and contractor). Recycled paper and paper carrying the FSC or PEFC label represented around 88% of these purchases.
Group 10- Energy consumption and measures taken to improve energy efficiency
Group's workforce over 3 sites), a substantial part of the consolidated energy consumption has been extrapolated on the basis of the consumption recorded on the most recent premises.
The Group consumed 15.2 GWh in 2012 (or 236 kWh/m2) to operate the premises occupied by its staff (lighting, heating, cooling
(96%) or by train (4%). Due to the proportion of air travel in its
Greenhouse Gas Emission footprint, SCOR has extended the monitoring of air travel to cover all of its locations in 2012 (i.e. the threshold of "30 employees" as at 12/31/2012 is not adopted) as stated in the methodology note. Therefore current data are not comparable with the data disclosed in 2011.
Description and 2012 Data Scope 12- Green House Gas emissions In 2012, the Group’s emissions calculated as defined in the section
Swiss Climate Foundation concerned with the climate protection by giving financial support to small- and medium sized enterprises
Description and 2012 Data Scope 14- Measures taken to preserve and develop biodiversity
The information below, which relates to the Group’s societal commitments in favour of sustainable development, are presented in accordance with the regulatory provisions set out in Article 225 of the law on France’s national commitment to the environment. The sections are presented in the same order as Decree n° 2012-557 of 24 April 2012 relating to the transparency obligations of companies in social and environmental terms. Unless otherwise specified, this information covers the Group and its direct impacts.
Generally not significant in view of location in urban areas and size of the sites used by SCOR SE and its subsidiaries in France and abroad, the direct impacts of which are diluted in terms of the regional job pool and regional development.
Aside from its employees, for whom the conditions for dialogue are set out in paragraph 3.3.2- Social relations of this document, SCOR maintains relationships with a diverse range of stakeholders directly concerned by the SCOR group’s activities. These stakeholders notably include:  shareholders and investors,
 national supervisory authorities for the insurance and reinsurance industries in countries in which the Group has subsidiaries (e.g. Autorité de Contrôle Prudentiel - France, Financial Services Authority – United Kingdom,
Monetary Authority of Singapore - Singapore, Central Bank of Ireland - Ireland, Autorité Fédérale de
 non-governmental institutions such as the United Nations Programme for the Environment via its financial initiative, and the United Nations Global Compact.
SCOR has implemented a number of different means by which to communicate with the stakeholders mentioned above, which are tailored to the nature of the relationships held with those stakeholders (e.g. information letters, regular meetings, participation in working groups, client events on various different topics including the technical aspects of reinsurance, transmission of information on demand, production of regulatory reports). Generally speaking, when such practices are not laid down by regulatory provisions, the Group does its utmost to adopt the best practices identified in the corresponding countries.
In France in particular, SCOR is involved in financing establishments through the payment of an apprenticeship tax to schools or establishments operating work-study programmes. Each year, SCOR welcomes apprentices and young interns who occupy technical or administrative functions.
Alzheimer’s Disease (partnership with the IFRAD Foundation in France), AIDS (partnership with the Pierre & Marie
Curie University at the Pitié-Salpêtrière hospital), the Group also contributes to the promotion of actuarial science in
Economics Paris-Dauphine University, the Jean-Jacques Laffont Foundation). Additional information on some of these sponsorship and partnership programmes is available in section 11 (“Research & development, licences and patents”)
Foundation’s Board of Directors will notably ensure that it functions properly and will present comprehensive public reports on its activities. The Foundation is also supported by a very high-level interdisciplinary and international scientific board, which helps it to define its strategic priorities and to select projects to support.
The Foundation will benefit from annual financial support from SCOR in order to support new projects, and will take responsibility for some of the Group’s existing scientific research operations. In total, the Foundation will be responsible for a range of annual commitments amounting to around EUR 1 million.
Any employee who deals with a supplier must, before concluding a contractual partnership, ensure that such supplier gives an undertaking to comply with the requirements of the Code of Conduct established in 2012 by the SCOR Group and which apply to all its employees (or a commitment from the company that it respects equivalent requirements). The framework agreement developed by the Group’s legal department, which must be used by the Group’s various different components, thus contains a specific section on the Code of Conduct. This framework agreement also contains an appendix, the sustainable development charter, which begins with a reminder of SCOR’s adherence to the principles of the United Nations Global Compact, and sets out the Group’s expectations with regard to its suppliers and subcontractors in the fields of labour relations, health and safety conditions, the environment, ethics and the way in which they must integrate these expectations into the design of their products and services.
Assistance from external service providers mainly consists of IT development and maintenance as well as maintenance and operations of the building from which SCOR conduct its activities. The diligence stated above are applied to the these outsourcing contract.
The group compliance framework is regularly updated to reflect tightened requirements and other developments. In this respect SCOR's Code of Conduct was amended in 2012. The amendments include amongst others a specific reminder on the importance to comply with both national and international applicable anti-bribery laws and the serious consequences of violating applicable laws and regulations and an explicit statement that SCOR prohibits retal iation against any employee for reporting in good faith any violations of laws or the principles of the Code.
Measures taken in favour of the health and safety of consumers
Are fully incorporated into this Report, of which they are integral part, the information and statements set forth in the various sections of the Registration Document referred to in the table of compliance below: MANAGEMENT REPORT REGISTRATION DOCUMENT STATEMENTS DEALING WITH THE MANAGEMENT OF THE GROUP IN 2012:  Analysis of the Group business development, results and financial situation Sections 3, 9 and 20
 2012 fiscal year’s important events for the Group and SCOR SE Section 5.1.5, 6 and Appendix A.
 Board of Directors - List of the other functions and offices held by the Board Members in 2012 Section 14.1.1 - Delegation of competences / powers granted to the Board Section 21.1
(1) The Company did not hold any cross shareholding in 2012 (2) To our knowledge, there is no element which could have an impact in the event of a tender offer
This is a free translation into English of the original report issued in the French language and is provided solely for the convenience of the English-speaking readers.
It is the responsibility of the Board of Directors to prepare a management report including the social, environmental and societal information provided for by article R.225-105-1 of the French code of commercial law and prepared in accordance with the Group’s reporting criteria (the “Reporting Criteria”) available from its Group Human Resources
We have had recourse, for assistance in performing our work, to our specialists in corporate social responsibility.
We performed the following work in accordance with the professional standards applicable in France:  We compared the Information presented in the management report with the list provided for by article R.225105 -1 of the French code of commercial law;  We verified that the Information coincided with the applicable scope of consolidation, i.e. the company as well as its subsidiaries (as defined by article L. 233-1) and the other companies it controls (as defined by article
“Methodological note” in section 3 and “Environmental indicators: scope, methodology and limitations” in section 4of the Reference Document;  For any omission of consolidated information, we verified that explanation therefor had been provided in accordance with decree n°2012-557 dated 24 April 2012.
Based on our work, we attest as to the presence in the management report of the requisite Information 2. Report providing limited assurance
We performed the following work designed to provide limited assurance that the Information was not subject to any material misstatement liable to impair its compliance in all material respects with the provisions of the Framework. The provision of a higher level of assurance would have required more extensive verification procedures.
Information. For that purpose, we interviewed the persons responsible for social and environmental reporting.
 With regard to the qualitative consolidated data we considered as the most important, we engaged in interviews and reviewed the applicable documentary sources to corroborate the information and assess its fairness of presentation.
 As regards the other consolidated information published, we assessed its fairness and consistency on the basis of our knowledge of the company and, eventually, by engaging in interviews or consultation of documentary sources.
 Finally, we assessed the relevancy of the explanations for any information omitted.
(1) (the contribution to the Group’s data of the entities selected for testing is mentioned between brackets) Social: total employees and breakdown by gender, hub, type of contract and status (35.2%), total number of hiring by type of contract (51.5%), total number of departures (19.7%), average fixed remuneration at 31/12 (35.2%), average bonus (100%), total granted shares (100%), total compensation (35.2%), distribution of Group employees by type of working time (35.2%), number of meetings organised with staff representatives per country (30.2%), number of European committee meetings (100%), total number of collective agreements signed (38.5%), number of meetings organised with staff representatives per country to discuss health and safety conditions (72.2%), number of employees declared unable to work (qualitative), total number of collective agreements signed – health / safety (qualitative), total training hours per country (61.4%), number of trainees (62.9%), description of the measures designed to reinforce the equality between men and women (qualitative), number of employees with disabilities (37.5%). Environmental: volume of paper waste (21.0%), water consumption (33.9%), energy consumption (52.2%), greenhouse gases emissions (36.2%).
European Company With a share capital of EUR 1,516,681,107.50 RCS Paris B 562 033 357