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6.1.2 Breakdown of the Group’s business 55 6.2 Principal markets 58 6.2.1 Breakdown of gross premiums by business segment 58 6.2.2 Distribution by geographic area 58 6.3 Extraordinary events influencing the principal business and markets 58 6.4 Dependency of the issuer with respect to patents or licenses, industrial, commercial or financial contracts and new manufacturing processes 59 6.5 Information on SCOR’s competitive position 60 6.5.1 Non-Life reinsurance 60 6.5.2 Life reinsurance 61 7 Organisational structure 62 7.1 Brief description of the Group and of the position of the issuer 66 7.1.1 Group operating companies 66 7.2 List of issuer’s significant subsidiaries 68 8 Property, plant and equipment 70 8.1 Major existing or planned properties, plants and equipment 72 8.2 Environmental issues that may affect the utilisation of properties, plants and equipment 72 9 Operating and financial review 73 9.1 Financial position 75 9.2 Operating results 75 9.2.1 Consolidated operating results 75 9.2.2 SCOR Global P&C 76 9.2.3 SCOR Global Life 78 9.2.4 Retrocession 79 9.2.5 Strategy or factors of governmental, economic, fiscal, monetary or political character which have had or could have a material impact on the operations of the SCOR Group 79 10 Capital resources 80 10.1 Capital 82 10.2 Cash flow 82 10.3 Borrowing conditions and financing structure 82 10.4 Restrictions on the use of capital 82 10.5 Sources of financing relating to the future investments by the Company and to its property, plant and 11 Research and development, patents and licenses 84 11.1 Research and development activities 86 11.2 Information technologies 87 12 Trend information 89 12.1 Most significant trends in production, sales, inventory, costs, and selling prices since the end of the last financial year 91 12.1.1 Non-Life 91 12.1.2 Life 92 12.2 Known trends, uncertainties, demands, commitments and events reasonably likely to have a material effect on the issuer’s prospects 93 13 Profit forecasts or estimates 94 14 Administrative and management bodies 96 14.1 Information on the members of the Board of Directors and Senior Managers 98 14.1.1 Information concerning the members of the Board of Directors 98 14.1.2 Biographical information on members of the Board of Directors 113 14.1.3 Executive Committee 115 14.1.4 Biographical information on the members of the Executive Committee 118 14.1.5 Negative disclosures about members of the Board of Directors and Senior Management 119 14.2 Administrative, management, and supervisory bodies and Senior Management conflicts of interest 120 15 Remuneration and benefits 121 15.1 Amount of remuneration paid and benefits in-kind 123 15.1.1 Directors’ fees 123 15.1.2 Remuneration 124 15.1.3 Remuneration in the form of options and share allocation 129 15.2 Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year
16 Board practices 130 16.1 Date of expiration of the current term of office 132 16.2 Information on service contracts of members of Administrative and Management bodies 132 16.3 Information on the Audit Committee and the compensation and Appointment Committee 132 16.4 Corporate governance regime 133 17.1 Number of employees 136 17.2 Information on shareholdings and stock options or Company stock purchases by members of
December 2010 138 17.2.3 Free allocation of shares to Comex members and other company officers as of 31 December 2010 140 17.3 Plans providing employee participation in Company 143 17.3.1 Stock options plans 143 17.3.2 Share allocation plans 144 17.3.3 Stock options plans currently in force within the Group 148 17.3.4 Employee savings plan 148 17.4 Defined pension schemes 149 17.4.1 Defined contribution pension schemes 149 17.4.2 Define benefits pension schemes 150 18 Principal shareholders 151 18.1 Significant shareholders known to SCOR 153 18.2 Negative statement as to the absence of differences between the voting rights of various shareholders 156 18.3 Direct or indirect control by one shareholder 156 18.4 Agreement which could result in a subsequent change in control 156 19 Related party transactions 157 19.1 Related party transactions entered into in 2008 as defined articles l.225-38 et seq. of the French commercial code 159 19.2 Agreements approved in past years, which were continued or terminated in the 2008 financial year 164 19.3 Special report of the auditors on related party agreements and commitments 166 20 Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses 177 20.1 Historical financial information : consolidated financial statements 179 20.1.1 Consolidated balance sheets 180 20.1.2 Consolidated statements of income 182 20.1.3 Consolidated statements of comprehensive income 183 20.1.4 Consolidated statements of cash flows 184 20.1.5 Consolidated statements of changes in shareholders’ equity 185 20.1.6 Notes to the consolidated financial statements 186 20.2 Auditing of historical consolidated financial information 254 20.3 Sources of financial information not extracted from the audited Financial Statements of the issuer and indication of such absence of audit 257 20.4 Date of most recently audited financial information 257 20.5 Interim and other financial information 257 20.6 Dividend distribution policy 257 20.7 Litigation and arbitration procedures 257 20.8 Material change in financial or commercial situation 257 21 Additional information 258 21.1 Share capital 260 21.1.1 Amount of issued capital and additional information 260 21.1.2 Existence of non-equity shares 263 21.1.3 Number and value of directly or indirectly held treasury shares 263 21.1.4 Amount of convertible securities, exchangeable securities or securities with subscription warrants 264 21.1.5 Information about and terms of any acquisition rights and/or obligations over authorised but unissued capital or an undertaking to increase the capital 265 21.1.6 Information about any capital of any member of the Group which is under option or agreed conditionally or unconditionally to be put under option and characteristics of such options 265 21.1.7 History of the Company’s share capital for the period covered by the historic financial information 266 21.2 Charter and Bylaws 266 21.2.1 Corporate purpose of the issuer (article 3 of the Bylaws) 266 21.2.2 Summary of the Bylaws and internal regulations of the Company concerning the members of its
Administrative, Management and Supervisory bodies 266 21.2.3 Rights, privileges and restrictions attached to existing shares 267 21.2.4 Actions required to modify shareholders’ rights 268 21.2.5 Conditions for calling annual shareholders’ meetings and extraordinary shareholders’ meetings (articles 8 and 19 of the Bylaws) 268
21.2.6 Provisions that could delay, defer or prevent a change in control 268 21.2.7 Declaration thresholds 269 21.2.8 Conditions governing modifications to the share capital (other than legal provisions) 269 22 Material contracts 270 23 Third-party information and statements by experts and declarations of any interest 274 23.1 Expert’s report 276 23.2 Information from third parties 276 24 Documents on display 277 25 Information on holdings 279 26 Non financial information 281 27 Fees paid by the Group to the Auditors 283 28 Published information 285 28.1 Information published on the Autorité des Marchés Financiers (AMF) website (www.amf-france.org) 287 28.2 Information published in the Bulletin des Annonces Légales Obligatoires (BALO) [Bulletin of required legal notices publications] (www.journal-officiel.gouv.fr/balo/index.php) 287 28.3 Information published on SCOR’s company website (www.scor.com) 288 28.4 Information published on nyse-euronext’s website (www.euronext.com) 289 28.5 Information published on the info-financières website (www.info-financière.fr/search.php.com) 289
On the date of the Shareholder’s Meeting called to approve the financial statements of the financial year ending 31 December 2013
Picarle et Associés 11, allée de l’Arche 92037 Paris la Défense Cedex CRCC of Versailles
On the date of the Shareholder’s Meeting called to approve the financial statements of the financial year ending 31 December 2013 2.2 Resignation or non renewal of auditors Not applicable.
The current credit strength ratings of the Group is “A” positive outlook from Standards & Poor (“S&P”), “A2” positive outlook from Moody’s,”A” positive outlook from Fitch and “A” from AM Best.
(1) Source: “S&P Global Reinsurance Highlights 2010” (excluding Lloyd’s of London) (2) Operating income is defined as result before financial expenses, share in results of associates, restructuring costs, negative goodwill and taxes. (3) Investment expenses include EUR 12 million incurred by SCOR Global Investment. (4) Return on equity is based on the Group’s share of net income divided by average shareholders’ equity (calculated as shareholders’ equity at the beginning of the period adjusted for the linear effect of all movements during the period). (5) Earnings per share is calculated as net income divided by basic number of shares. The basic number of shares includes the average number of closing shares, shares issued during the period and time-weighted treasury shares. (6) Liquidity is defined as cash and cash equivalents and short term investments comprised primarily of government bonds maturing less than 12 months from date of purchase. (7) Claims supporting capital is defined as the sum of IFRS shareholders’ equity, subordinated debt and debt securities (2009: including
OCEANE for EUR 191 million repayable on 1 January 2010). (8) The 2010 and 2009 net combined ratios exclude certain non-recurring costs. Refer to Section 9.2.2 - SCOR Global P&C.
The risk factors described below must be considered together with the other information contained in the Registration Document, and specifically with:  Appendix B - Report from the Chairman of the Board of Directors on the terms and conditions for preparing and organising the work of the Board of Directors and on internal control and risk management procedures in accordance with article L.225-37 of the French Commercial Code - Part II, which describes the internal control and risk management procedures set up by the Group to address the risks to which the Group is exposed.
The risk appetite framework is an integral part of the Group’s Strategic Plan. It is defined by the Board of Directors who systematically reviews it when a new Strategic Plan is approved. All reviews of the risk appetite framework are discussed in the Executive Management Committee and in the Board Risk Committee who makes recommendations for final decision by the Board. The Board may vary the amount and the composition of risk that the Group is prepared to take.
Risk tolerances define the limits required by SCOR’s stakeholders (e.g. clients, shareholders, regulators etc). The Board defines and approves risk tolerance limits for the Group, by LOB, asset class and extreme scenario in order to ensure that the Group’s risk profile remains aligned with the Group’s risk appetite framework. The Group uses various risk measures to verify that the Group’s exposures remain within these limits. These measures can take several forms depending on the technical constraints or the level of information available and are based on either internal model outputs or expert opinions. We cannot exclude the possibility that this measure underestimates certain risks and that the Group’s tolerance limits may be exceeded. Consequently, in the event of a loss, this could have a significant impact on the net income, the cash flow and the shareholders’ equity of the Group.
Special attention will be given to ensure risk tolerances are respected for the new strategic initiatives in the “Strong Momentum” plan.
The outlook for the world economy in 2011 and beyond continues to be extremely uncertain, which makes it impossible to predict the probability of possible future outcomes, some of which (e.g. a double dip scenario, a return of inflation or a sudden rise of interest rates) may have a significant negative impact on the Group. SCOR’s investment strategy is to immunize the Group as much as possible from the negative consequences of these shocks.
Variations in the Group’s retained risk profile may occur due to a change in the underlying asset and liability portfolios and changes in the level of riskiness of certain parts of the asset and liabilities e.g. due to rapid or slowly emerging changes in the economic, financial, social, legal and regulatory environments.
The first part of SCOR’s Capital Shield Policy is active hedging of peak exposures through retrocession, Insurance Linked Securities (ILS) and Contingent Capital. These are key mitigation mechanisms. The level of hedging is selected to ensure that the Group’s retained risk profile respects the Group risk tolerances.
 take capital management actions to ensure that the Group’s capital base remains aligned to the risk appetite framework
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 benefits 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 claims management by ceding companies and other data provided by them and thus performs periodic audits at ceding companies. In spite of these uncertainties the Group seeks to ensure that sufficient reserves are available to cover its liabilities.
Non-Life reinsurance business represents approximately 55% of SCOR's business, compared to 45% for Life reinsurance business based on 2010 gross written premiums.
For Casualty business, the frequency and severity of claims and the related indemnification payment amounts can be affected by several factors. The most significant factors are the changing legal and regulatory environment, including changes in civil liability law. Additionally, due to the length of amicable, arbitral and court procedures, the Casualty business is exposed to inflation risks regarding the assessment of claim amounts. Additional exposure could arise from so-called emerging risks, which are risks considered to be new or subject to constant evolution, and thus particularly uncertain in their impact. Examples of such risks are EMF (Electromagnetic Fields) or nanotechnology.
The primary consequences of these structural factors are to reduce or increase the volume of Non-Life reinsurance premiums on the market, to make the reinsurance market more competitive, and also to favour the operators who are most attentive to the specific needs of the cedants.
Catastrophe management is split into three sections under SCOR Global P&C: portfolio accumulation and procedures; research and development; and modelling in support of underwriting. Descriptive guidelines for each of the main business processes are available: ‘data quality & modelling’, ‘accumulation control’, ‘catastrophe methodologies’, ‘Cat pricing’ and ‘system & processes’. For Cat pricing, a matrix organisation described in the guidelines has been implemented in each Hub, distributing the responsibility of Cat pricing to the Cat modeller, pricing actuary or the underwriter. In addition, a system of Cat referrals has been introduced in excess of a given threshold.
Claims are processed and monitored within each entity of SCOR Global P&C . Their claims activities are supported and controlled by the central SCOR Global P&C Claims Department which is also responsible for the direct management of large, contentious, serial and/or latent claims. Audits are conducted on ceding companies' claims management procedures.
Property - The geographical accumulations by peril are analysed using internal and external software and simulation tools. The principal tools used are World Cat Enterprise (WCE) developed by EQECAT, RiskLink by RMS and Catrader by AIR.
These tools enable the Group to quantify its exposure in terms of a probable maximum loss (PML) at various levels of probability for each peril and geographic location. The overall aggregate annual PML per peril, allowing for potential multiple events, provides the information required to determine the level of retrocession and other risk transfer mechanisms (e.g. catastrophe bonds) that are needed to ensure that the net aggregate exposure remains within predefined tolerance limits.
For peril/zones where neither internal nor external models are available, the following approaches are used:  Pricing is performed based on actuarial techniques using historical losses and other benchmarks;  Accumulations are performed either on a notional basis (i.e. sum of event limits for underwritten share), or on a “manual PML” basis, applying a mean damage ratio to the peak zone aggregates. This method is validated by the Research & Development Cat team, who performs comparative studies with other peril/zones of similar hazard and vulnerability characteristics.
The main categories of risk for life insurance and reinsurance are biometric, behavioural and catastrophe risks as well as credit risk (see Section 4.1.12 – SCOR is exposed to credit risks), currency risks (See section 4.2.4 -SCOR is exposed to currency risk) and market risks (See section 4.2.3 - SCOR is exposed to other risks arising from the instruments it owns).
Longevity risk refers to the risk of a negative deviation from planned results arising due to the insured or annuitant living longer than expected. This risk exists within reinsured annuity and long-term care covers and within other longevity protection products.
The potential loss relating to a severe pandemic is estimated using models. However, the limited amount of data available, coupled with weaknesses in current pandemic models, increases the 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 significantly higher loss than expected.
 choose and exercise a policy option which allows to increase the policyholder's expected benefit.
As previously indicated, unexpected natural or man-made catastrophic events can cause very significant material damage affecting the Non-Life activities of the Group. In addition, such events could cause multiple deaths and serious injuries which could potentially seriously impact the Life activities of SCOR, particularly in instances of contracts covering groups of employees working for the same employer at the same location.
Mandates for underwriting Life reinsurance business are assigned to the market units on a mutually exclusive basis. Life reinsurance treaties are underwritten by Life reinsurance experts familiar with the specific features of their markets. The Life business is underwritten in line with market specific underwriting and pricing guidelines. In particular, these guidelines specify the type and the terms and conditions under which business is considered as acceptable.
Aggregate portfolio exposures are continually monitored. Specialised IT software, developed by SCOR, allows an inventory of insured persons across SCOR Global Life’s markets and is fed with single risk information as received by the client companies. Through this system, an accumulation control is carried out and risks under which the accumulated exposure exceeds SCOR Global Life's retention are identified and retroceded to a pool of retrocessionaires. The retention limits are revised regularly based on SCOR Global Life's risk profile.
In order to ensure that SCOR Global Life is continually kept up-to-date with biometric trends and scientific developments SCOR Global Life uses the expertise of four dedicated technical research centres within the Life Central Actuarial and Underwriting Department to analyse and assess the key factors underlying mortality/longevity, Long-Term Care and disability risks. The SCOR Global Life Research Centres provide recommendations for the implementation of the research results into the pricing, underwriting control and determination of exposure limits.
In order to reduce potential behavioural risk, SCOR Global Life carries out a thorough assessment of the client, the client's target clientele, the market and the design of the insurance product.
The twin-engine activities of Non-Life and Life reinsurance take place in two different market environments. They are subject to heterogeneous external constraints, which generally have only very limited correlation with each other. The diversification and the overall balance between these two business areas within the Group represent stabilising factors. However, in some extreme scenarios Non-Life and Life risks and financial market and credit risks could accumulate. This exposes SCOR to accumulation and/or correlation risks which are difficult to quantify.
SCOR's ability to grow or maintain its portfolios in the Life and Non-Life reinsurance segments may be subject to correlated external factors, such as economic and political risks.
In order to mitigate its Property exposure, SCOR retrocedes a portion of the risks it underwrites. Non-Life retrocession is limited to natural catastrophes and major Property risks. In particular, SCOR has a global retrocession programme,
which is revised annually, and which provides partial coverage for up to three major catastrophic events, natural or not, within one occurrence year. The retrocession programme includes both traditional retrocession as well as the use of capital market solutions (e.g. catastrophe bonds or Contingent Capital).
With regard to its Casualty business SCOR allocates proportionately less capacity to business of this type than to Property. Furthermore, the underwriting guidelines restrict SCOR's shares of Casualty reinsurance programmes and are particularly restrictive regarding certain areas (Florida, California, etc).
A significant part of the reinsured premium, in respect of Disability Long-Term Care and Critical Illness products, includes premium adjustment clauses. In the case of Long-Term Care, the premium adjustments are designed to offset potentially improving longevity. In the case of Critical Illness, premium adjustments mitigate potential negative impacts on future claims patterns due to a general deterioration in health and improved medical diagnosis.
Nevertheless, despite the measures detailed in the Risk control, Risk assessment and Risk mitigation sections, there is no guarantee that the Group is protected from unexpected changes in Life or Non-Life claims frequency or severity that could have a material adverse impact on its business, its present and future premium income, its net income, its cash flows, its financial position, and potentially, on the SCOR share price.
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 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, the Group may be required to make large claim payments within a short period. It may be forced to fund those obligations by liquidating investments in distressed market conditions, or by raising funds at unfavourable conditions.
The Group manages its exposure to catastrophes through selective underwriting practices, especially by limiting its exposure to certain events in certain geographic zones, by monitoring risk accumulation on a geographical basis and by retroceding a portion of those risks to other reinsurers (retrocessionaires) selectively chosen based on the information publicly available confirming their solid financial strength. SCOR evaluates its natural catastrophe exposure by means of catastrophe modelling software. The risk of insurers not respecting their obligations is discussed in Section 4.1.6 SCOR may be adversely affected by its cedants, retrocessionaires, insurers or members of pools in which it participates do not respect their obligations.
The models used depend very much on the underlying parameters. Any future deviations in these parameters will produce varying results depending on the sensitivity of the model to each parameter. Furthermore, the models can only be applied to certain areas and must respect certain conditions. Catastrophic events could occur in areas not covered by the models and could therefore generate losses which exceed those predicted by the models. Reality is always more complex than that reflected by the models and this represents a risk for reinsurers. The risks for SCOR are mitigated, to some extent, by the use of proprietary market models (World Cat Enterprise (EQECAT), RiskLink (RMS) and Catrader (AIR)). Nevertheless there remains the possibility of incorrect choice of parameters or inappropriate use of the model in certain areas.
ensure that the net aggregate exposure remains within the acceptable risk tolerance. The modelling strategy is based on two pillars, a use and comparison of commercially available models with two models for peak regions (tier one regions) and the most appropriate model for second and third tier markets. The impact of non-modelled but probable loss potentials is considered taking into account sum of limits and maximum probable loss assumptions for each individual peril and region.
SCOR tracks Cat accumulation for all earthquake, wind and flood perils for all exposed countries world-wide, using either internal or external models, notional limits and/or manual PMLs. Maximum Cat capacities are assigned to each underwriting unit for each peril/zone and accumulations are monitored in real time.
In December 2010, the Atlas IV Cat bond expired, and was partially replaced with another issuance : Atlas VI series 2010. This new EUR 75 million Cat Bond covers the same perimeter as the 2009 series. It provides the same geographical coverage as Atlas VI 2009. In addition to this, a new contingent capital facility was put in place in December 2010. It will provide SCOR with an additional EUR 150 million of capital in case of a series of Cat losses.
On 3 March 2008, SCOR announced that SCOR Global Life had signed a four-year mortality risk swap with JP Morgan which is fully collateralised. This agreement allows the Group to benefit from coverage of USD 100 million, plus EUR 36 million in the event of a significant rise in mortality following a major pandemic, a significant natural catastrophe or a terrorist attack, for the period 1 January 2008 to 31 December 2011. In 2009, this mortality swap was extended by another tranche with a significantly lower attachment point. The new tranche provides an additional maximum coverage of USD 75 million for the period 1 January 2009 to 31 December 2011.
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 the 11 September 2001 attack on the World Trade Center ("WTC") in the United States, can affect both individuals and property.
commitments. In the United States, the Terrorism Risk Insurance Act ("TRIA") passed in November 2002 for a period of three years, which was extended to 31 December 2007 by the Terrorism Risk Insurance Extension Act ("TRIEA"), was renewed for 7 years, until 31 December 2014 by the Terrorism Risk Insurance Programme Reauthorisation Act ("TRIPRA"). It established a federal assistance programme to help insurance companies cover claims related to terrorist acts. TRIPRA requires that terrorist acts be covered by insurers. Despite TRIPRA, and the federal aid that it provides, the U.S. insurance market is still exposed to some significant risks in this area. Therefore, the Group monitors very closely its exposure to the US market, primarily because of the insurance obligation created by the law. In addition to the commitments described above, the Group does reinsure, from time to time, terrorist risks, usually limiting, by event and by year of insurance the coverage that ceding companies receive for damage caused by terrorist acts.
As a result, future terrorist acts whether in the U.S. or elsewhere could cause the Group significant claims payments, and could have a significant effect on its current and future revenues, net income, cash flow, financial position, and potentially, on the SCOR share price.
Like most reinsurance companies, SCOR is exposed to environmental pollution and asbestos related risks, particularly in the United States. Insurers are required under their contracts to notify it of any claims or potential claims that they are aware of. However, the Group often receives notices from insurers of potential claims related to environmental and asbestos risks that are not precise enough, as the primary insurer may not have fully evaluated the loss at the time it notifies it of the claim. Due to the imprecise nature of these claims, the uncertainty surrounding the extent of coverage under insurance policies and whether or not particular claims are subject to any limit, the number of occurrences and new developments regarding the insured and insurer liabilities, it can, like other reinsurers, only give a very approximate estimate of its potential exposure to environmental and asbestos claims that may or may not have been reported.
In 2010, SCOR reduced its exposure to asbestos-related risks and environmental risks specifically through commutations of business. SCOR evaluates its exposure and its potential development notably using actuarial techniques and market practices that allow opportunistic negotiation of the terms of commutation settlement. The Group intends to continue its commutation policy. It is anticipated that this policy will affect settlement patterns to a limited degree in future years, but these changes in settlement patterns should progressively improve predictability and reduce the potential volatility of reserves.
The reserve amount for these risks in addition to the number and the amount of losses are indicated in Section 20.1.6 – Notes to the consolidated financial statement, Note 16 – Contract liabilities. Data related to the reserves arising from the risks related to asbestos and environmental pollution are also in Section 4.1.5 – If SCOR reserves prove to be inadequate, its net income, cash flow and financial position may be adversely affected.
As a result of these imprecisions and uncertainties, the Group cannot exclude the possibility that it could be exposed to significant environmental and asbestos claims, or have to increase its reserving level, which could have an adverse effect on its current and future revenues, net income, cash flow, financial position, and potentially, on the SCOR share price.
Different types of Guaranteed Minimum Death Benefits are covered, including return of premium, ratchet, roll-up and reset. Guarantees that increase over the time are, for a majority of the assumed business, only applied up to a certain age. This implies that SCOR Global Life will be released from the risk when the beneficiary reaches this age limit.
Therefore, there can be no assurance that the Group's GMDB portfolios will not deteriorate in the future, which could have a material adverse impact on its business, its present and future premium income, its net income, its cash flows, its financial position, and potentially on the SCOR share price.
SCOR’s U.S. operations include both on-going and run-off portfolios. The latter principally consists of risks arising from various classes of insurance and reinsurance business written in the U.S. from the end of the 1990’s to 2002 by SCOR Re and General Security National Insurance Company (“GSNIC”), a SCOR Group owned insurance company domiciled in New York state, commonly referred to as “U.S. subsidiaries”, and Commercial Risk Partners (“CRP”), the former Bermudian entity of SCOR.
Today, SCOR’s discontinued business portfolios do not currently represent a material liability that is any greater than those associated with other entities of the Group.
However, there can be no assurance that its U.S. Non-Life subsidiaries will not face further financial difficulties in the future.
SCOR is required to maintain reserves to cover its estimated ultimate liability for losses and loss adjustment expenses with respect to reported and unreported claims, incurred as at the end of each accounting period, net of estimated related recoveries. Its reserves are established both on the basis of information it receives from its cedant insurance companies, particularly their own reserving levels, as well as on the basis of its knowledge of the risks, the studies it conducts and the trends it observes on a regular basis. As part of the reserving process SCOR reviews, with the concerned insurers and co-insurers, available historical data and tries to anticipate the impact of various factors such as change in laws and regulations and judicial decisions that may tend to affect potential losses from claims, changes in social and political attitudes that may increase exposure to losses and trends in mortality and morbidity, or evolution in general economic conditions.
Another factor of uncertainty resides in the fact that some of SCOR’s activities are “long-tail” in nature, in particular long term care, whole life products, workers compensation, general liability, medical malpractice or those linked to environmental pollution or asbestos. For these types of claims, it has, in the past, been necessary for SCOR to revise its estimated potential loss exposure and, therefore, the related loss reserves.
The reserves adequacy is controlled by internal actuaries who make a quarterly review and an annual detailed report, validated by the Group Chief Actuary. External consulting firms also review on an annual basis the Non-Life reserves as well as the Life reserving hypothesis used in the framework of the embedded value calculation. If necessary, internal audits of its portfolios are performed. Centrally defined and tightly controlled reserving process, strong portfolio diversification, prudent reserving policy, sound reserving tools and, state of the art actuarial methods used by highly skilled professionals and high level of transparency, both internally and externally, tends to minimise the risk of inadequate reserves.
SCOR regularly reviews and updates its methods for determining outstanding claims reserves and IBNR Reserves. However, it is difficult to accurately value the amount of reserves required, especially in view of changes in the legal environment, which could affect the reserve development.
In determining the amount of its reserves, the Group generally uses actuarial techniques that take into account quantitative loss experience data, together with qualitative factors, where appropriate. The reserves are also adjusted to reflect reinsurance treaty terms and conditions, the variety of claims processing that may potentially affect the Group's commitment over time. With the exception of the reserves for worker’s compensation in the USA and most of the reserves of Commercial Risk Partners ("CRP"), the former Bermudan entity of the Group now in run-off and merged within GSNIC, which are discounted pursuant to American and Bermudan regulations, the Group does not discount NonLife reserves.
For SCOR’s Life business, it is required to maintain adequate reserves for future policy benefits that take into account expected investment yields and mortality, morbidity, lapse rates, exercise of options and other assumptions.
Reserves for policy claims are established on the basis of the Group’s best estimates’ hypothesis of mortality, morbidity as well as investment income. In determining its best estimates, the Group takes into consideration its past experience, current internal data, external market indices and benchmarks and other relevant information. The contracts’ liabilities established by the Group with respect to individual risks or classes of business may be greater or less than those established by ceding companies due to the use of different mortality tables or other assumptions. Actual events in a given period may be more costly than projected and, therefore, may adversely affect SCOR's operating results for such period.
The Group transfers a part of its exposure to certain risks to other reinsurers through retrocession arrangements. Under these arrangements, other reinsurers assume a portion of SCOR’s losses and expenses associated with losses in exchange for a portion of premiums received. When the Group obtains retrocession, it remains liable to its cedants for that part of the risk that is subsequently transferred to the retrocessionaire and must meet its obligation even if the retrocessionaire does not meet its obligations to it.
Similarly, when SCOR transfers its own operational risks to insurers it is subject to the risk of the insurers not respecting their obligations. (Refer to Section 4.5 - Insurance of specific operational risks (excluding reinsurance activity).
Reinsurance is a highly competitive sector. As is the case for all other reinsurers, SCOR position in the reinsurance market is based on several factors, such as its financial strength as perceived by the rating agencies, its underwriting expertise, reputation and experience in the lines written, the countries in which it operates, the premiums charged, as well as the quality of the proposed reinsurance structures, the services offered and the speed at which claims are paid. Nonetheless, the Group competes for business in the European, American, Asian and other international markets with numerous international and domestic reinsurance companies, some of which have a larger market share than ours, greater financial resources and, in certain cases, higher ratings from the rating agencies.
Business Solutions (facultative) in Non-Life reinsurance are particularly sensitive to the way its existing and prospective clients perceive its financial strength notably through its ratings. This is also true for its reinsurance treaties business in Non-Life in the U.S. and UK markets. Some of SCOR’s reinsurance treaties contain termination clauses triggered by ratings. (Refer to Section 4.1.9 - A significant portion of SCOR's contracts contain provisions relating to financial strength which could have an adverse effect on its portfolio of contracts and its financial position).
In 2010 SCOR benefited from an improvement to its credit strength rating by A.M. Best ("AM Best") to A with a stable outlook and an improvement of the rating outlook to “positive” by the three other rating agencies that follow SCOR : Moody’s Investment Services (“Moody’s”), Fitch Ratings (“Fitch”) and Standard & Poor’s (“S&P”).
Currently, the ratings granted by S&P, Moody’s, AM Best and Fitch are as follows: Rating Agency Last update Financial position Outlook
As a result of the above, a downgrade in the rating could significantly impact SCOR’s revenues, net income, cash flow, financial position, and potentially, the SCOR share price.
In the same way, many of its reinsurance treaties contain a requirement for SCOR to put in place letters of credit ("LOC") provisions , if the rating of the Group deteriorates, the cedant has the right to draw down on a LOC issued by a bank in SCOR's name.
Operational risks are inherent in all businesses including SCOR’s. Their causes are multiple and include, but are not limited to, poor management, employee fraud or errors, failure to document a transaction as required, failure to obtain required internal authorisations, non-compliance with regulatory or contractual obligations, IT system flaws, poor
SCOR also uses certain licensed systems and data from third parties. It cannot be certain that its technology or applications owned or licensed will continue to operate as intended, or that they will continue to be compatible with each other, or that the Group will have access in the future to these or comparable licensors or service providers.
 primarily on a business-to-business (B2B) basis to cover certain non-life large industrial risks for property and casualty
 but also on a business-to-customer (B2C) basis via one of SCOR’s life subsidiaries - Investors Insurance Corporation (IIC) based in Jacksonville, Florida, USA.
On 21 November 2006 SCOR completed the acquisition of Revios. In August 2007, SCOR acquired the majority of the outstanding share capital of Converium Holding AG ("Converium") and its effective control. During 2007 and 2008, SCOR acquired the remaining shares still in circulation and on 5 June 2008, SCOR became the sole shareholder of Converium (which became SCOR Holding (Switzerland) AG). For more information on this acquisition, please see Sections 5.2.1.1 – Public offer upon the Converium shares and Section 5.2.1.2 Cancellation of the shares of SCOR (Holding) Switzerland. The total consideration and the fair value of acquired net assets are detailed in Section 20.1.6 - Notes to the consolidated financial statements, Note 3 – Acquisitions in the 2008 Reference Document.
In 2007, SCOR acquired ReMark Group BV which completed the acquisition of ESG Direct Marketing in Asia in 2009. In 2008 SCOR acquired Prévoyance Ré.
Due notably to the size and complexities of recent acquisitions and despite pre-acquisition due diligence work carried out (SCOR not having always been granted a complete access to exhaustive data) and the integration work performed to date, there is a risk that all financial elements may not have been fully and or correctly evaluated or unknown or unexpected financial risks emerge, which may have significant consequences on the initially estimated impact of the relevant acquisition on the combined Group.
The Group is also exposed to risks relating to the integration of the underlying data of newly acquired companies into its operating and financial accounting systems.
Moreover, to the extent that SCOR’s retrocessionaires belong to the same business sector, unfavourable events affecting the sector may affect many liabilities. In other words, risks to which SCOR is exposed could also become systemic risks.
The policy for the management of retrocessionaire credit risk is entrusted to the Security Committee who is responsible for analysing the financial security of each retrocessionaire and defining the terms and conditions and limits of amounts ceded per retrocessionaire, per rating and per geographical area. The Security Committee meets regularly and pays particular attention to the retrocessionaires’ default risk in the treaty renewal period.
Several actions taken by the Security Committee to quantify the risk are:  the analysis of the financial ratings of the retrocessionaires;  the analysis of external studies prepared by the security departments of the main reinsurance brokers; in this regard SCOR meets the security departments of two large reinsurance brokers at least twice a year to analyse the security of its retrocessionaires
In spite of the measures to control and reduce the risks of defaults of its retrocessionaires implemented by the Group, the occurrence of one or more of such default could have a material adverse impact on its business, its present and future premium income, its net income, its cash flows, its financial position, and potentially on the SCOR share price
SCOR is exposed to the risk of losing all or part of any cash deposited with a retail bank in the event of such a bank no longer being able to honour its commitments (e.g. following liquidation).
The current main risk for SCOR is the significant concentration of deposits in a small number of banks. This risk is a direct result of the selection of the most stable banks.
The inability of one or several banks to restitute its deposits to the Group could have a material adverse impact on its business, its present and future revenues, its net income, its cash flows, and its financial position, and potentially, on the SCOR share price.
Despite these measures, SCOR has exposure to a credit risk linked to the insolvency and to the image of its cedants, which, if this were to occur, could have an adverse impact upon its income, its net earnings, its cash flow and its financial situation.
SCOR participates, for certain risk categories that are particularly heavy (particularly terrorist risks), in various groups of insurers and reinsurers ("pools") aimed at pooling the relevant risks among the members of each group. In the event of a total or partial default by one of the members of a group, SCOR could be required to assume, in the event of joint liability of the members, all or part of the liabilities of the defaulting member. In such a case, SCOR's financial position could be affected.
The aforementioned risks could accumulate in either a single counterparty, in the same sector of activity or the same country. SCOR attaches particular importance to the establishment of and respect of counterparty exposure limits. The annual examination of its exposures enables the Group to identify and quantify the risks and, in case of accumulations, formulate appropriate responses.
4.1.13 SCOR IS EXPOSED TO THE RISK OF NO LONGER BEING ABLE TO RETROCEDE LIABILITIES ON ECONOMICALLY VIABLE TERMS AND CONDITIONS
The Group’s assets are exposed to increased inflation or inflationary expectations, which would be accompanied by a rise in the yield curve with a consequent reduction in the market value of the bond portfolios. As a consequence, SCOR decided to partially mitigate this risk by investing in a portfolio of inflation-linked securities, whose market value would increase if inflation or inflationary expectations increase. A further impact of increased inflation could be on the solvency of bond issuers-a widening of credit spreads would lead to a loss of value for the issuers’ bonds. Finally, depending on the macroeconomic environment, an increase in inflation could also reduce the value of SCOR’s equity portfolio. Any negative fluctuations in equity values would lead to a similar decrease in the shareholders’ equity.
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.
Conversely, an increase in interest rates, as well as fluctuations in capital markets could also lead to changes in behaviour resulting in the unanticipated surrender and withdrawal of fixed annuities and other Life reinsurance products, including the fixed annuities of SCOR Global Life. This would result in cash outflows which might require the sale of assets at a time when the increase in interest rates has caused a fall in the market value of the fixed-maturity securities held in the portfolio. This could generate losses during the disposal of assets.
Interest rate risk is managed within the Group primarily at two levels. At the level of each entity, SCOR takes into account the asset-liability matching policy and congruence rules, as well as local regulatory accounting and tax constraints. At the central level, it conducts operations to consolidate all portfolios in order to identify the overall level of risk and return. The Group uses analytical tools which guide both its strategic allocation and local distribution of assets.
Investments duration is medium term, relating to liability durationsInvestments are made, in general, over the medium term and are based on a policy of matching asset and liability durations. As a result, portfolio turnover is rather moderate thus assuring a relatively stable duration of the portfolio and a rapid assessment of interest rate risk.
For information on the maturities of financial assets and liabilities, related interest rates and sensitivities to interest rate fluctuations as well as the allocation of the bond portfolio by rating of the issuer, see Section 20.1.6 - Notes to the consolidated financial statements, Note 26 - Insurance and financial risk.
SCOR is also exposed to credit risks related to its bond investments. See Section 4.1.12 - SCOR is exposed to credit risks (a) Bond portfolios.
The Group is also exposed to equity price risk. A widespread and sustained decline in the equity markets could result in an impairment of SCOR’s equity portfolio. Such an impairment could affect its net income.
Equity investments are considered as both a traditional and strategic asset class for the Group. The goal is to develop and manage a diversified portfolio of high-quality stocks that will appreciate over the medium term. SCOR also seeks stocks which offer high dividends or that could benefit a revaluation in case of inflation rise. Stock selection is therefore predominantly based on an analysis of the underlying fundamentals.
SCOR’s exposure to the equity market results both from direct purchases and through certain (re)insurance products including Guaranteed Minimum Death Benefit (GMDB) business. See Section 4.1.4 - SCOR could be subject to losses related to deteriorating results in lines where it is no longer actively writing business.
 The equity risk is also controlled by the definition of maximum exposures per stock or mutual fund and is reviewed regularly (exposure to large-cap stocks will generally be greater than exposure to mid-cap stocks). The control ratios on mutual funds are also reviewed regularly, based on the mutual fund's holdings.
In spite of the above, the Group is nevertheless exposed to a risk of capital losses on its equity exposures – if it were to occur – which could adversely impact its net income, its cash flows, its financial position and potentially, on the SCOR share price.
The financial markets context remains uncertain and exposes SCOR to significant financial risks linked to changes in macroeconomic variables, inflation, interest rates, credit spreads, equity markets, commodities, exchange rates and real estate securities but also to changes in the models used by the rating agencies. Due to the current economic and financial environment, SCOR may also be faced with the deterioration of the financial strength or rating of some issuers.
The rental income of the property portfolio is exposed to the variation of the indices on which the rents are indexed (in France, the Construction Cost Index) as well as risks related to the rental market (changes in supply and demand, changes in vacancy rates, impact on market rental values or rent renewals) and the default of lessees.
The main foreign entities of the Group are located in Switzerland, North America, the United Kingdom and Asia. The shareholders' equity of these entities is denominated mainly in Euros, U.S. dollars, or Pounds Sterling.
SCOR has issued debt instruments in currencies other than Euro, currently US Dollars, and to the extent that these are not used as a hedge against foreign currency investments, the Group is similarly exposed to fluctuations in exchange rates.
SCOR has a balance sheet hedging approach whereby there is an objective to match monetary assets and liabilities in each foreign currency so that the fluctuation in the exchange rate has no material impact to the reported net income. The policy is to closely monitor the net monetary currency positions and, where appropriate, execute either cash spot transactions or forward hedges. Forward sales and purchases of currencies are included in Section 20.1.6 - Notes to the consolidated financial statements, Note 8 – Derivatives instruments.
However some events, such as catastrophes, can have an impact on the matching of assets and liabilities in a currency which can generate a temporary unmatched position which is not covered by currency contracts or hedges.
A significant portion of SCOR’s assets consists of intangible assets the value of which depends on its expected future profitability and cash flow. The valuation of intangible assets also assumes that SCOR is making subjective and complex judgments concerning items that are uncertain by nature. If a change were to occur in the assumptions underlying the valuation of its intangible assets (including goodwill, VOBA and DAC), the Group might be forced to reduce their value, in whole or in part, thereby reducing shareholders’ equity.
The recognition of deferred tax assets i.e. the likelihood of recognizing sufficient profits to offset losses in the future, depends on applicable tax laws and accounting methods as well as the performance of each entity concerned. Due to the losses incurred, SCOR was forced to impair, in 2003, all deferred tax assets of SCOR U.S. Corporation, a portion of this impairment was reversed in 2007 and 2008 and the balance in 2009 (Refer to Section 20.1.6 - Notes to the consolidated financial statements, Note 19 - Income Tax for details). The deferred taxes generated by the Group's other entities were maintained. Nevertheless, the occurrence of other events, such as changes in tax legislation or accounting methods, operational earnings lower than currently projected or losses continuing over a longer period than originally planned could lead to the loss of other deferred tax assets.
In spite of the measures to control and reduce the exposure of the Group to the risks related to the assessment of impairment of intangible assets and deferred tax assets, given that such assessments are notably based on assumptions and subjective opinions, those assessments, if they were to be revised could have a material adverse impact on the business of the Group, its present and future revenues, its net income, its cash flows, its financial position, and potentially, on the SCOR share price.
Furthermore in the beginning of 2010, the Group redeemed the following bonds:  Redemption of OCEANE bonds by SCOR on 4 January 2010. Refer to Section 20.1.6 - Notes to consolidated financial statements, Note 14 - Financial debt and OCEANE financial debt repaid 4 January 2010 for more details about OCEANE.
The majority of the other Group’s bonds are redeemable at the discretion of SCOR, and not of their holders (except in the usual events of default applicable to this kind of bonds). Due to these features, these other bonds do not increase SCOR’s exposure to the risk of short-term or medium-term cash payout. These bonds are presented in Section 20.1.6 - Notes to the consolidated financial statements, Note 14 - Financial debt and OCEANE financial debt repaid 4 January 2010.
However, in spite of the measures to control and reduce the exposure of the Group to risks of short-term or mediumterm payouts, it cannot be guaranteed that the Group will not be exposed to such risks in the future, which could have a material adverse impact on the business of the Group, its present and future revenues, its net income, its cash flows, its financial position, and potentially, on the SCOR share price.
headquarters of the company. This should simplify and clarify the supervisory conditions applicable to the Group, in the European Union at least. Moreover this Directive, implemented into national law, establishes regulations relating to technical reserves and to the Life and Non-Life solvency margins applicable to the Group as of 2008 in France and in all European countries. The Directive defines minimal conditions common to all member States of the European Union, and gives national legislators the option to set more stringent requirements. The national provisions adopted for the implementation of this Directive and their interpretations, as well as other legislative or regulatory changes, increase the harmonisation of regulations governing reinsurers with the regulations governing insurers. These new regulations may increase SCOR’s solvency margin obligations, thereby restricting its underwriting capacity.
In addition to this, the public authorities in the United States and the rest of the world are closely examining the potential risks presented by the reinsurance sector as a whole, as well as their consequences on commercial and financial systems in general.
4.4.2 SCOR IS EXPOSED TO RISKS LINKED WITH SOLVENCY II IMPLEMENTATION
Although it is of course not possible to quantify the impact of the these requirements, nor their scope, it is very likely that risk management and control measures will be reinforced for reinsurers in the near future, which may in turn result in an increase in the regulatory capital requirement (or reduce the underwriting capacity) and increase the Group’s operating costs.
SCOR is involved in legal and arbitration proceedings in certain jurisdictions, particularly in Europe. For more information on this issue, refer to Section 20.1.6 - Notes to the consolidated financial statements, Note 27 - Litigation page 252.
SCOR's legal department is systematically informed of any potential or proven risk of litigation by the two operating divisions SCOR Global P&C and SCOR Global Life and, at Group level, by the senior management, by the Group Executive Committee, or by the Hub legal departments located respectively in Paris, London, New-York, Cologne and Zurich. Consequently, the Group Legal Department centralises and monitors all the litigation matters of the Group, except for claims litigations which are managed by the specialised lawyers in the Claims & Commutations Division at SCOR Global P&C and the operational entities. The procedures for reporting disputes and monitoring litigation matters are described in greater detail in Appendix B - Report of the Chairman of the Board of Directors on the terms and conditions for preparing and organising the work of the Board of Directors and on internal procedures.
An unfavourable outcome in one or more of the court or arbitration proceedings described above could have a material adverse impact on the revenues, net income, cash flow, financial position of the Group, and potentially, on the SCOR share price.
4.5 Insurance of specific operational risks (excluding reinsurance activity) (1) SCOR is exposed to specific operational risks (See Section 4.1.10-Operational risks, including human errors or computer system failure, are inherent in SCOR’s business), some of which are transferred in whole or in part to direct insurers.
The management of the Group's property and liability insurance is subject to a validation procedure in which a steering committee composed of specialist staff is requested to issue an opinion. Assessment of strategies is performed by the Group Chief Risk Officer ("CRO").
4.6 Risk and litigation: Reserving methods Refer to Section 20.1.6 - Notes to the financial statements, Note 1 - Accounting principles and methods 1 Generally speaking, the amounts of insurance mentioned in this Section 4.5 are for purposes of illustrating the policy of transferring certain risks by the SCOR Group, subject to other provisions of corresponding policies or policy, specifically those regarding possible lower limits of coverage, particular deductibles, geographic coverage and/or particular exclusions.
Incorporated: 16 August 1855 under the name Compagnie Impériale des Voitures de Paris; name changed to SCOR S.A. on 16 October 1989, to SCOR on 13 May 1996, then to SCOR SE on 25 June 2007.
The conversion in itself did not have any impact on the value of the SCOR SE shares. The number of shares issued by the Company was not changed as a result of the conversion and the shares of the Company, remain listed on the Eurolist market of Euronext Paris. As of the date of this Registration Document, the SCOR SE shares are also listed on
Specific provisions apply to the reinsurance activity of SCOR. Under the Reinsurance Directive 2005/68/EC dated 16 November 2005, implemented into French law by ordinance n. 2008-556 of 13 June 2008 and application decrees n. 2008-711 of 17 July 2008, and n. 2008-1154 of 7 November 2008, as well as regulation (arrêté) of 7 November 2008, reinsurance companies and their subsidiaries situated in a country within the European Union, are subject to state control, under the conditions defined by Book III of the French Insurance Code. The Reinsurance Directive also states rules for the off setting of underwriting reserves by assets and the rules of acceptability of assets.
 reinsurers authorised in France and their branches are monitored by the prudential control Authority. The role of this body is to ensure that at any point, these entities are able to conform to the commitments that they have entered into with reinsurance companies and that they fulfil the regulatory solvency margin demands.
 The prudential control Authority is authorised to address prevention measures and to issue warnings to the monitored company or its executives.
In 2000, SCOR acquired Partner Re Life in the United States, thus providing it with a platform to expand its Life reinsurance business on the U.S. market.
That same year, SCOR formed a reinsurance company in Dublin, named Irish Reinsurance Partners Ltd (“IRP”), which has since become SCOR Global P&C Ireland Ltd.
In 2002, SCOR signed a cooperation agreement in the Life reinsurance business with the Legacy Marketing Group of California, for the distribution and management of annuity products in the U.S. (Investors Insurance Corporation - IIC).
On 21 November 2006, the Group completed the acquisition of Revios, allowing it to create a top worldwide Life reinsurer. Based in Cologne, Revios was the former Life reinsurance unit of Gerling Global Re Group, and had successfully developed autonomously since 2002. Revios had since become one of the leading European reinsurers specialising in Life reinsurance, with offices in 17 countries. The combination of Revios and SCOR VIE created SCOR Global Life SE, an operating entity with an annual volume of gross written premiums of EUR 3,035 million at 31 December 2010.
On 22 August 2007, SCOR Global Life SE announced that it held 98.67 % of the share capital of ReMark, now part of the Market Unit 1 of SCOR Global Life SE. Established in 1984, ReMark is an important player of the direct global marketing of Life insurance products business. On 8 August 2007, SCOR Global Life SE acquired 100% of Alfinanz Asia, also specialised in the direct marketing of products similar to those of ReMark. Since 2009, SCOR Global Life SE holds 100% of the share capital of ReMark.
Following this acquisition, the Group became the world’s fifth-ranking global multi-line reinsurer1 with leading positions in selected areas such as Life reinsurance, specialty lines, industrial high risk, according to the classifications appearing in 1 Excluding Lloyd’s
On 7 January 2008, SCOR Holding (Switzerland) delisted its American Depositary Shares from the New York Stock Exchange. SCOR Holding (Switzerland) then requested the deregistration of its securities with the SEC. The deregistration of SCOR Holding (Switzerland) securities took place on 4 September 2008. Moreover, further to the request addressed by SCOR Holding (Switzerland), the SWX Swiss Exchange, by order dated 14 November 2007, delisted SCOR Holding (Switzerland)’s shares as from 30 May 2008.
The Hubs have been progressively put in place:  on 5 May 2008 for the Cologne Hub;  on 20 May 2008 for the London Hub;  on 27 June 2008 for the Asia Pacific Hub;  on 18 June 2008 for the America Hub;  on 27 January 2009 for the Zurich Hub;  on 24 February 2009 for the Paris Hub.
On 23 March 2010, SCOR Global Life SE announced the opening of a representation office in Israel for the Israeli Life and Health market.
On 7 April 2010, the Group announced that the China Insurance Regulatory Commission (CIRC) has granted SCOR SE a composite licence that will henceforth enable the Group to extend its current Non-Life activities to Life & Health business in China. SCOR was approved by the CIRC to conduct Non-Life reinsurance business in October 2006 and began underwriting in 2008.
SCOR Global Life intends to open a subsidiary in Sydney, Australia for the Australian and New Zealand markets and, in 2010, has submitted its application to the Australian Prudential Regulation Authorities and targets to obtain its licence in 2011.
On 16 February 2011, the Group announced the reaching of a definitive agreement providing for the sale of the entire share capital of its subsidiary Investors Insurance Corporation (IIC), its US fixed annuity business, for USD 55 million to Athene Holding Ltd.
number E. 07-039 (the “Document E”), for the purpose of the company’s General Shareholders’ Meeting, held on 26 April 2007, called to approve the contributions and to vote on issuance of new shares as compensation for the contributions (the “Contributed Shares”).
On 26 February 2007, the Company published a pre-announcement of a mixed public offer in Switzerland (the “Offer”) for all of the publicly-held registered shares comprising Converium’s share capital, with a nominal value of 5 Swiss Francs per share, including all shares that may be issued prior to the expiration of the offer period (including all additional delays for accepting the Offer) and excluding those shares held by Converium or acquired in the future by Converium or its subsidiaries, as well as those Converium shares admitted to trading on the New York Stock Exchange (NYSE) through an American Depositary Shares program (the “Converium Shares”). The total number of Converium shares able to be contributed to the Offer was set at 106,369,112. Under the terms of the Offer, the company offered Converium shareholders, in exchange for each share of Converium, (i) 0.5 share of SCOR SE; (ii) 5.50 Swiss francs and (iii) 0.40 euro in cash, equal to 50% of the amount of the per share dividend for financial year 2006 paid out by SCOR SE share and converted into Swiss francs on the basis of the euro/Swiss franc exchange rate in effect on the day the Offer is executed (the “Counterpart of the Offer”). The terms and conditions of the Offer are detailed in the Offer Prospectus which was published and filed with the Swiss takeover board (“TOB”) as of 5 April 2007 as amended on 12 June 2007 (the “Offer Prospectus”). The TOB then released a recommendation (the “IV Recommendation”) pursuant to which the Offer was compliant with the Swiss laws and regulations upon takeovers.
The order of the Commercial Court of Zurich was issued on 15 May 2008 and became effective on 20 May 2008; On 5 June 2008, the Board of Directors of SCOR SE decided, as a consideration for the 2,840,816 shares of SCOR Holding (Switzerland), to (i) issue 1,420,408 SCOR SE shares and (ii) to pay CHF 15,624,488 and (iii) EUR 1,136,326.40 corresponding to the dividend paid by SCOR SE for 2007 to be paid in Swiss francs at the exchange rate applicable on the day preceding the cancellation of the remaining shares, 5 June 2008 (i.e., EUR 1 = CHF 1.61630) (such amount being financed out of SCOR’s own total equity).
Since 6 June 2008, all of the shares comprising the share capital of SCOR Holding (Switzerland) have been held by SCOR.
On 23 December 2008, the Federal Administrative Court (Bundesverwaltungsgericht) decided upon the appeal filed by SCOR against the decision rendered by the Swiss Federal Banking Commission on 13 July 2007. Pursuant to this
On 31 July 2008, SCOR SE entered into an agreement with the Malakoff Médéric Group, the leading Group in the French social protection market, to acquire 100 % of the share capital and voting rights of Prévoyance et Réassurance, i.e., 1,650,000 shares and voting rights, and its Life and Health reinsurance subsidiary Prévoyance Ré, i.e. 850,000 shares and voting rights.
Such acquisition has been completed on 24 October 2008, by transfer of:  2,673,173 SCOR SE treasury shares to Médéric Prévoyance;  257,701 SCOR SE treasury shares to the Institution Nationale de Prévoyance des Représentants; and
In addition, Group Malakoff Médéric, in accordance with its commitment, acquired on the market, as from November 2008, an additional number of SCOR SE shares enabling it to hold 3% of the share capital and voting rights of SCOR SE.
SCOR's success relies on the consistent implementation of the four principles on which its strategic plans, Dynamic Lift and now, Strong Momentum, are based, i.e. a high diversification, a robust capital shield, a strong franchise and a controlled risk appetite. Successing in implementing such a strategy requires that, at regular intervals, the Group assesses whether opportunities which may present themselves relating to the optimization of its business portfolio via acquisitions and cessions and which would be likely to deliver value for its shareholders are in line with this consistent set of principles. Thus, the closing of such operations should only occur within this consistent framework, for the best interest of SCOR SE, its Group and its shareholders.
At the end of 2002, SCOR reassessed its new “Back on track” strategic plan. This plan was implemented in order to shift the Property and Casualty underwritings towards:  short-tail lines, which give a better forward-looking view of the activities, that do not involve the same level of risk on future results and which avoid the difficulty of calculating future results and the related required reserves for long-tail activities exposed to disputes and to claims inflation; and
 non-proportional activities, for which the prices are defined by SCOR underwriters and actuaries; these activities, which are independent of the prices given by ceding companies to their clients, are less sensitive to the negative effects that can result from the underwriting and rates of the ceding companies.
The “Back on Track” plan met its four major objectives by the end of 2004:  strengthen the Group’s reserves to the "best estimate" as of this date;  restore its equity through two share capital increases of EUR 380 million and EUR 750 million;  streamline the Group by reducing premiums underwritten in the Non-Life sector and the implementation of a new underwriting policy focused on short-tail activities and on less exposed markets, to the detriment of underwritings carried out in the United States, specifically with respect to general legal liability and industrial/occupational injuries treaties; and
 restructure the Group, particularly by appointing a new Board of Directors, new management and new procedures.
In 2004, the Company’s Board of Directors adopted a new strategic plan “SCOR Moving Forward” for the period 20052007. The “SCOR Moving Forward” plan set forth the means and methods to achieve a profitability goal of Return on Equity (“ROE”) of 10% through an underwriting policy focused on profitability, by optimum allocation of capital throughout the business cycle, and by maintaining SCOR’s customer base in Europe, Asia, North America and in the emerging countries.
With premium revenues of EUR 2,407 million, 2005 was marked by stability in premiums in contrast to 2004, because of the continuation of strict underwriting rules and the renewal of the Non-Life treaties in January and April 2005 affected by a rating of BBB+ (Standard & Poor’s) and B++ (AM Best), which were relatively unfavourable compared to our principal competitors. In August 2005, Standard & Poor’s upgraded the SCOR rating to A- and on 8 September 2006, AM Best also raised its rating to A-.
SCOR VIE’s acquisition of Revios on 21 November 2006 resulted in the creation of SCOR Global Life. This combination was part of the Group’s strategy to balance out Life and Non-Life businesses. This “business mix” enabled the Group to improve its risk profile through diversification of its portfolio, to reduce the volatility of its result and to optimise the use of its capital depending on the divergent developments of Life and Non-Life reinsurance markets. The combination between SCOR and Revios allowed collaboration between highly complementary entities in Northern and Southern Europe and in Asia.
Throughout 2007, SCOR finalised the implementation of the “SCOR Moving Forward” plan, which was aiming to regain market shares lost due to the lowering of its rating, taking advantage of a still relatively buoyant market in terms of price where, despite the reorientation of reinsurance transfer policies, development opportunities and the technical quality of risks made it possible to meet the written premium targets. Additionally, the business formerly underwritten by Converium contributed to achieve a sustained successful level of written premium.
On 10 May 2007, in the context of the amicable agreement reached by SCOR and Converium regarding the Offer, SCOR announced that the Converium and SCOR underwriting teams were preparing a common underwriting plan for the 2008 renewal campaign. SCOR took control of Converium in August 2007. This acquisition allowed the creation of
The Group, strengthened by the successive acquisitions of Revios and Converium, restored the balance in written premium in Life Reinsurance (“SCOR Global Life”) and Non-Life Reinsurance (“SCOR Global P&C”), which are the basis of its diversification strategy. Within its Non-Life business activities, the complementary character of its SCOR and Converium portfolios and the contribution by Converium of Specialty Treaties and Joint Venture and Partnerships activities, resulted in significant improvement in SCOR’s offerings.
Further strengthening of SCOR’s organisational setup has been achieved through the acquisition of ReMark, offering direct global marketing of Life insurance products for financial institutions and serving over 200 clients in 33 countries.
On 24 October 2008, SCOR acquired Prévoyance Ré from the Malakoff Médéric Group, further complementing its Life and Health business presence in France. Prévoyance Ré’s primary clients consist of provident institutions and other mutual insurance organisations.
On 4 December 2009, SCOR finalized the acquisition of 100% of the capital stock of XL Re Life America Inc. (XLRLA) from XL Capital Ltd. The transaction was originally announced on 22 July 2009. The acquisition helps SCOR Global Life strengthen its services in the mortality-protection field and reinforce its position in the United States. With its retention of the XLRLA team, SGLUS has enhanced its staff and ensured that it will have the resources to continue to provide the same level of excellent services for both existing clients and the new clients acquired through the XLRLA transaction.
After the “Dynamic Lift” plan that successfully ended in 2010 achieving its objectives, the new strategic plan “Strong Momentum” was presented to the public on 8 September 2010.
In April 2010, The China Insurance Regulatory Commission (CIRC) granted SCOR SE a composite licence that will henceforth enable the Group to extend its current Non-Life activities to Life & Health business in China.
In connection with the strategic "Strong Momentum" plan, the Group announced in September 2010 the launching and marketing of a first investment fund for qualified investors, "Atropos" dedicated to ILS instruments ("Insurance - Linked Securities").
 It provides insurers with capital solutions at economically attractive conditions.
In addition, reinsurers also provide advisory services to ceding companies by: (a) defining their reinsurance needs and devising the most effective reinsurance programme to better plan their capital needs and solvency margin; (b) supplying a wide array of support services, specifically in terms of technical training, organisation, accounting and information technology; (c) providing expertise in certain highly specialised areas such as the analysis of complex risks and risk pricing; (d) enabling ceding companies to build up their business even if they are temporarily under capitalised, particularly in order to launch new products requiring heavy investment.
Such dependence subjects reinsurers in general, including SCOR, to the possibility that the ceding companies have not adequately evaluated the risks to be reinsured and, therefore, that the premiums ceded in connection therewith may not adequately compensate the reinsurer for the risk assumed. The reinsurer’s evaluation of the ceding company’s risk management and underwriting practices as well as claims settlement practices and procedures, therefore, will usually impact the pricing of the treaty.
Although the losses under a quota share reinsurance treaty are greater in number than under an excess of loss contract, it is generally simpler to predict these losses on a quota share basis and the terms and conditions of the contract can be
drafted to limit the total coverage offered under the contract. A quota share reinsurance treaty therefore does not necessarily require that a reinsurance company assume greater risk exposure than on an excess of loss contract. In addition, the predictability of the loss experience may better enable underwriters and actuaries to price such business accurately in light of the risk assumed, therefore reducing the volatility of results.
The Non-Life segment is divided into four operational sub-segments:  P&C Treaties;  Specialty Treaties;  Business Solutions (facultative); and
Aviation Aviation insurance covers damages caused to aircraft, injuries to persons transported and to third persons caused by aircraft or air navigation, as well as losses resulting from products manufactured by companies in the aerospace sector.
Space Facultative and reinsurance treaties underwriting in the space sectors cover the launch preparation, the launch, and the orbital operation of satellites. This applies primarily to commercial telecommunication and earth observation satellites.
Agricultural Risks In order to address the increased risk and the coverage needs associated with agriculture, SCOR has been strengthening its agricultural risks underwriting teams since 2006 to provide reinsurance solutions in the field of multiple peril crop insurance, aquaculture insurance, forestry insurance and livestock insurance.
The Business Solutions (facultatives) business covers all insurable risks during construction and operation of industrial groups and service companies. It primarily consists of facultative reinsurance underwriting performed by specialised teams organised in an international network around two main business segments, “Natural Resources” and “Industrial & Commercial Risks” covering respectively: (1) onshore (main business sectors being oil and gas, refining, petrochemicals, power generation and distribution, new energy sources and mining), offshore (exploration and production, offshore construction) and shipbuilding, (2) manufacturing & heavy industries (automotive, pulp & paper, aeronautics / defence, high tech) and finance & services (infrastructures, intellectual services, general contractors, distribution and trading). These teams are complemented by two “Market Units” responsible for facultative reinsurance for the Group's insurance company treaty clients and alternative solutions for the transfer and financing of risks for the Business Solutions (facultative) clients, respectively. Business Solutions (facultative) is aimed at professional buyers seeking global risk financing solutions. The risks shared with the ceding and/or captive companies are high-value industrially or technically complex risks. In Property and Casualty lines such as Property Damage & Business Interruption, Construction All Risks, Erection All Risks, Comprehensive General Liability, Product Liability or Professional Indemnity, the risks involve insured amounts which are beyond the ceding companies' own means.
Reinsurance for individuals, commonly known as Life Reinsurance, includes life, health and personal insurance, for events such as accidents, disability, illness.
The SCOR Global Life portfolio is a traditional portfolio with more than 60% of mortality reinsurance business.
Long-Term Care Long-Term Care (LTC) insurance covers policyholders unable to perform predefined activities of daily living, and as a result, needs the constant assistance of another person on every occasion of daily life. The loss of autonomy is permanent and irreversible. SCOR Global Life has been pioneering Long-Term Care reinsurance solutions on the French market for about twenty years and has acquired sound practical experience in dealing with problems related to underwriting and managing risks. The two main private LTC insurance markets are the United States, representing over six million insured lives and France which has established itself as the most dynamic market with over two million lives. In the French market SCOR Global Life enjoys a far leading position, while in the US, it recently launched and enhanced care rider. At the forefront of industry development, SCOR Global Life is now expanding its geographical scope in LTC by introducing it to several markets. It already enjoys strong positions in Korea and Israel.
Annuities SCOR Global Life is present on the fixed annuity market in the US, as a reinsurer of IIC a member of the Group (IMSA certificate). The products provide either the performance of an index (often the S&P 500) with a zero percent floor or a fixed interest rate which are credited to the policyholder’s account value.
Personal accident 57 2% 46 2% 135 5% TOTAL LIFE 3,035 100% 3,118 100% 2,701 100% (*) According to the new organisation of the SCOR Global P&C division 6.2.2 DISTRIBUTION BY GEOGRAPHIC AREA
The following table shows the breakdown by gross volume of Life and Non-Life premiums written by geographic area based on the country in which the ceding company operates: Total
Americas 1,823 1,760 1,366 913 1,063 742 910 697 624 Asia-Pacific/Rest of World 1,299 1,069 931 462 399 292 837 669 639 6.3 Extraordinary events influencing the principal business and markets On 7 October 2010, Moody’s raised the outlook on the “A2” Insurer Financial Strength Rating (IFSR) of SCOR SE and its main subsidiaries from “stable” to “positive” today. According to the rating agency, this decision reflected “SCOR’s good franchise, diverse book of reinsurance business, excellent asset quality, and relatively low financial leverage. Furthermore, the Group’s senior management has demonstrated a consistent business strategy.”
On 1 October 2010, Standard & Poor’s raised the outlook on the “A” rating of SCOR SE and its main subsidiaries from “stable” to “positive”. According to the rating agency, “the outlook revision reflected our view of the positive momentum in SCOR's financial profile. This mainly stems from the group's improved earnings, strong capitalization, and a strong enterprise risk management (ERM) programme.”
On 10 September 2010, A.M. Best upgraded the Insurer Financial Strength and Long-Term Credit and ratings of SCOR SE and its main subsidiaries from “A-” to “A”(Excellent) and “a-” to “a” respectively. According to the rating agency, this decision reflects “the continuing resilience of SCOR’s risk-adjusted capitalisation, its consistent operating performance and the quality of its enterprise risk management”.
On 4 September 2009, A.M. Best raised SCOR SE’s and its rated subsidiaries rating outlook from “stable" to “positive". According to A.M. Best the change in outlook reflects A.M. Best’s expectation that SCOR will continue to demonstrate strong resilience to the impact of the financial crisis and global economic downturn, its sound enterprise risk management, and anticipated improvement in risk adjusted capitalisation supported by profitable growth in its main lines of business.
On 4 December 2008, Moody’s Investors Service announced that it had upgraded the insurance financial strength rating (IFSR) of SCOR and various subsidiaries to A2 from A3, and SCOR’s subordinated debt to Baa1 from Baa2. All ratings have a stable outlook.
On 3 Septembre 2008, Standard & Poor’s announced its change of statement to SCOR’s Insurer Financial Strength rating to “A- positive outlook”. Standard & Poor’s senior debt rating for SCOR remained at “A-” and the subordinated debt rating at “BBB”.
On 21 August 2008, the Group benefited from Fitch’s decision to upgrade SCOR SE’s ratings to “A” on Insurer Financial Strength (IFS) and to “A”on its Long Term Issuer Default Rating (IDRs). The rating on the Junior Subordinated Debt moved to “BBB+”. The outlook for the IFS rating and the Long-term IDRs remained stable. Previously, the ratings were “A-”, “A-” and “BBB” respectively.
On 10 February 2010, SCOR announced the successful outcome of the P&C 1/1 renewals combining growth and an increase in expected profitability. SCOR reaped the benefits of its focus on technical profitability and its improved position in the reinsurance industry, with overall positive price changes, achieving further diversification and ensuring that its capital is optimally deployed. In a generally balanced market, it managed to pursue active portfolio management, cancelling and more than adequately replacing contracts not meeting the required profitability targets.
On 28 April 2010, SCOR announced that thanks to its improved standing in the industry and its continued momentum SCOR Global P&C teams delivered strong April renewals growth (+14%), with an improvement in expected profitability in a market that remained fragmented by business segment and geographical area. In this stable to slightly easing overall market environment, the outcome of the April renewals which represented around 10% of the total annual volume of treaty premiums was very satisfactory.
On 22 July 2010, SCOR confirmed that it recorded excellent half-year Non-Life treaty renewals. P&C and Specialty treaty renewals at end of June resulted in premium growth of 19% at constant exchange rates, whilst fully respecting the technical underwriting profitability criteria. These renewals related to around 10% of the total annual volume of treaty premiums. They were evidence of SCOR Global P&C's strengthened competitive position, its repositioning in the USA, Australia and South Africa and improved conditions in certain regions (such as Latin America) and in certain business lines (such as Credit & Surety and Energy).
In 2010, SCOR Global Life was recognized by its clients amongst the Top 4 Best overall Life Reinsurers in Europe in the Flaspöhler survey, with a stunning upgrade in client perception since 2008. SCOR Global Life was voted in France, Italy, UK & Ireland, and Belux (Belgium and Luxembourg), ranked n°2 in Spain & Portugal. SCOR Global Life also benefited from a n°3 position in terms of Client orientation.
In Asia, SCOR Global Life further reinforced its position and achieved significant premium growth in excess of 20% over the previous year. The Retakaful license which was obtained in 2009, achieved a 100% growth in 2010.
SCOR Global Life continues to gear itself for further expansion by strengthening its actuarial resources especially for both the Japanese and Indian markets. 2010 also saw the much welcome news of China Insurance Regulatory Commission (CIRC) granting the coveted composite reinsurance licence to SCOR SE enabling the Group to add Life & Health reinsurance services to its existing non-Life activities. With this new license, SCOR Global Life has very strong expectations from the China market.
SCOR Global Life is one of the top 5 life reinsurers in Israel. With long-standing business relations in the Israeli Life insurance market, SCOR Global Life transformed its prior liaison office into a Life representative office in Tel Aviv for the Israeli Life and Health market.
In Scandinavia, the Juvenile Guideline, launched by Sweden Re in Sweden and Norway confirmed its successful appropriation in the market with now no less than 10 clients using it.
Branches of SCOR Global Life SE: Spain, ItalyThe Netherlands, United Kingdom, Germany,
Representative office of SCOR Global Life SE: United States (Miami), Mexico (Mexico DC)
The Group is a twin engine group driven by SCOR Global Life and SCOR Global P&C. Mobilisation of skills and expertise, a balance among teams from different entities of the Group, operating efficiency, simplicity of structures, and clarity of reporting lines were the principles that guided the Group's organisational choices.
The Group’s Non-Life reinsurance activities are coordinated by SCOR Global P&C SE. SCOR Global P&C SE carries out its operations via the European branches (Spain, Italy, Switzerland, United Kingdom, Germany) and its American and Asian subsidiaries (Singapore, Hong-Kong, Japan), each of them operating primarily in its regional or national market. The Group’s Non-Life reinsurance subsidiaries, the shares of which are totally or partially held by SCOR SE, report to SCOR Global P&C SE for their operations.
The corporate functions of SCOR Global Life SE, SCOR Global P&C SE and of the Group in Paris and in Cologne define the underwriting policies and monitor its standard application, control the changes in natural catastrophe risk accumulation and control claims.
On 29 October 2008, SCOR announced the creation of SCOR Global Investments SE, which is contemplated to manage, directly or indirectly, the global investment portfolio of all the Group’s legal entities. SCOR Global Investments SE has been approved by the AMF as a portfolio management company as from 15 May 2009. In December 2010, the Group submitted a request for a license for SCOR Alternative Investments SA, a portfolio management company, to the Commission de Surveillance du Secteur Financier (CSSF) in Luxemburg. The CCSF should respond by the second quarter 2011.
SCOR SE wholly owns its operating subsidiaries (excluding the shares held by Directors). SCOR SE also makes loans to its subsidiaries and issues them guaranties so that they can underwrite under favourable conditions, especially by letting them benefit from its financial ratings. SCOR SE provides support in actuarial, accounting, legal, administrative, systems, internal audit, investment, and human resources to Group subsidiaries. Finally, SCOR SE acts, as needed, as retrocessionaire for its two operational subsidiaries through quota share treaties renewed annually which form the instrument for internal control within the Group through the annual allocation of capital to the operating subsidiaries based on the profitability expected from their underwriting. The contracts that formalise the relationships between SCOR SE and its subsidiaries are presented in:  Section 19 – Related Party Transactions, and in
 Appendix A – 1.5 -- Unconsolidated Corporate Financial Statements of SCOR SE – Note 4: Transactions with subsidiaries and affiliates.
The Societas Europaea statute enables SCOR to strengthen its European and transnational identity, facilitate acquisitions in Europe, improve flexibility in financial matters and capital allocation, simplify regulatory controls by using the possibilities offered by the Reinsurance Directive and reduce its local structures, by giving preference to the use of branches, rather than local subsidiaries. The Group is thereby demonstrating its ambition to be a company with European roots and global reach. This legal flexibility is today demonstrated by the speed of the integration process for the European entities of Converium, which became SCOR Holding (Switzerland), in SCOR’s European companies. SCOR Global Investments SE has also been incorporated as a Societas Europaea.
On 18 July 2006, the Group announced that it had consolidated its real estate investments within a single real-estate company, SCOR Auber, a wholly owned subsidiary of SCOR SE. This consolidation enables these investments to be more dynamically managed, simplifies the legal structures of the Group’s real estate asset management, and reduces the management expenses, related to these investments. As at the date of this Registration Document, SCOR Auber holds 15 investment real estate properties, for offices purposes in their great majority, in Paris and in the Ile-de-France region (suburbs adjacent to Paris) , with a market value of approximately EUR 447 million as at 31 December 2010.
Following the acquisition of Revios by SCOR VIE on 21 November 2006, SCOR began restructuring the Life Reinsurance entities of SCOR VIE (whose corporate name was changed to SCOR Global Life) in the United States, at the same time as it merged the Revios and SCOR VIE offices in Asia and Europe. This restructuring was completed in November 2007 for the North American activities of SCOR Global Life, now regrouped in New York (NY) and in Dallas (Texas).
liabilities and surplus of Commercial Risk Partners Ltd and Commercial Risk Re-Insurance Company have been added to GSNIC in their entirety and the shares of GSNIC held by SCOR SE have been contributed to SCOR US Corporation on 30 September 2010.
On 16 February 2011, the Group announced the disposal of its US Fixed Annuity business through the sale of the entire share capital of Investors Insurance Corporation (IIC),a 100% subsidiary of SCOR Global Life SE, for USD 55 million to Athene Holding Ltd. The transaction is expected to close in the first half of 2011 following receipt of the applicable regulatory approvals. IIC is a Life insurer operating in the US and specializing in the sale of fixed annuities, principally equity-indexed annuities (EIA). With this sale, SCOR Global Life will completely exit the annuity business.
The new structure is based on the principle that each Hub has local, regional and global responsibilities.
 the restructuring of the Swiss entities through the relocation in Zurich of SCOR Finance, previously in Bermuda and new service company of the Swiss Hub, the closing of the branches of SCOR Switzerland AG in Labuan, Singapore and Australia; the merger by absorption by SCOR Holding (Switzerland) AG of its subsidiary SCOR Services (Switzerland);  the creation of a single structure for all the common support functions to the operating entities of SCOR Global Life and SCOR Global P&C in Asia, in Singapore, in the form of a SCOR services company.
The current structure of the Group has been developed to facilitate access to local markets through a network of local subsidiaries, branches, and sales offices, to provide better identification of profit centres in each major reinsurance market, and to develop local management and underwriting expertise, in order to provide better customer service, maintain relationships with ceding companies, and to obtain a deeper understanding of the specific features of local risks.
 Section 14 – Administrative and management bodies as concerns the duties carried out in the subsidiaries by the Managers of the issuer;  Section 7.1 – Brief description of the Group and of the position of the issuer as concerns the economic organisation of the Group;  Section 19.3 – Special report of the Auditors on related party agreements and commitments with regards to the financial flows between the issuer and its subsidiaries and their nature; and
Environmental issues that may affect the utilisation of properties, plants and equipment
In 2010, SCOR committed to purchase a company, subject to certain conditions, whose primary asset is an office building in Paris; a portion of which will be used by SCOR and the remainder will be leased.
SCOR also holds property investments as part of its asset management related to its reinsurance operations. For more information on the Group’s real estate investments, refer to Appendix A – Unconsolidated corporate financial statements of SCOR SE Note 2.1 - Changes in investments and Note 2.2 - Schedule of investments, and Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 5 – Tangible assets and real estate investments.
Positive operating cash flow amounted to EUR 656 million in 2010, compared to EUR 851 million in 2009 (and EUR 779 million in 2008) with strong contributions from both Life and P&C operations. The reduction in 2010 cash flow was premarily due to the planned and deliberate reduction in US equity index annuities.
The Group has a leverage position, defined as debt /(debt + equity) of 9.9% at 31 December 2010, as compared to 14.6% at 31 December 2009 and 18.7% at 31 December 2008. Book value per share stands at EUR 23.96 at 31 December 2010 as compared to EUR 21.80 and EUR 19.01 at 31 December 2009 and 2008, respectively.
Gross written premium for the year ended 31 December 2010 amounted to EUR 6,694 million, an increase of 4.9% at current exchange rates as compared to EUR 6,379 million for the same period in 2009. The overall increase in gross written premium of EUR 315 million in 2010 is to due an increase for SCOR Global P&C of EUR 398 million and a decrease of EUR 83 million for SCOR Global Life, driven by the deliberate reduction in the US Equity Index Annuity Business (EIA), of which only EUR 32 million were written in 2010, compared to EUR 386 million in 2009.
Gross written premium in 2009 was EUR 6,379 million as compared to EUR 5,807 in 2008. The overall increase in gross written premium of EUR 572 million in 2009, compared to 2008, is due to an increase for SCOR Global P&C of EUR 156 million and EUR 416 million for SCOR Global Life.
Gross benefits and claims paid were EUR 4,782 million, EUR 4,674 million and EUR 4,101 million in 2010, 2009 and 2008, respectively.
Operating income for the year ended 31 December 2010 amounted to EUR 490 million as compared to EUR 372 million in 2009. The 2010 operating income has been positively influenced by the active SCOR Global Investment asset portfolio management, the positive technical developments on SCOR Global Life and on SCOR Global P&C low attritional loss level, which more than compensated for the high frequency and severity of natural catastrophes, especially in the first quarter of 2010. In 2008, the operating income amounted EUR 348 million.
SCOR generated net income of EUR 418 million in 2010, compared to EUR 370 million and EUR 315 million for the years ended 31 December 2009 and 2008, despite the heavy burden of high natural catastrophes, especially during the first quarter of 2010. The results benefited from a positive operating performance of SCOR Global P&C and SCOR Global Life as well as from a prudent asset management policy which safeguarded shareholders’ interests during the crisis whilst delivering solid returns. The Group benefited in 2010 from the favorable tax law change in France regarding the taxation of the statutory capitalization reserve resulting in a positive impact of EUR 42 million as well as from the reactivation of the last set of deferred tax assets of the Non-Life entities in the USA. In 2009, the successful turnaround of SCOR Global P&C's US operations lead to the reactivation of EUR 100 million in deferred tax assets.
Return on equity was 10.2%, 10.2% and 9.0% for the years ended 31 December 2010, 2009 and 2008 respectively. Basic earnings per share were EUR 2.32, EUR 2.06 and EUR 1.76 for the years ended 31 December 2010, 2009 and 2008.
The business comprises traditional reinsurance business; Treaty, Business Solutions, and Specialty Lines. SCOR Global P&C capitalises on a long-standing franchise, experience, and an extensive data base comprising multi-line expertise.
SCOR Global P&C achieved a net combined ratio of 98.9% in 2010 and 98.8% in 2009. The net combined ratio excludes non-recurring costs and certain expenses related to Lloyd’s investments. In 2010, the net combined ratio excluded a total pre-tax amount of EUR 27 million , net of expected recoveries, comprising non-recurring class-action costs and certain expenses related to Lloyd’s investments. The net combined ratio in 2009 was 98.8%, and excluded a total pre-tax amount of EUR 19 million net of expected recoveries, comprising non-recurring costs of the Highfields settlement, related legal expenses and certain expenses related to Lloyds investments. The 2009 net combined ratio would have been 96.8% excluding 2 points from the one-off WTC arbitration outcome of EUR 39 million after tax. The deterioration of the net combined ratio is fully attributable to the exceptional impact of natural catastrophes particularly during the first quarter 2010. In 2010, these natural catastrophes had a 9.6% impact on the net combined ratio as of 31 December 2010 versus 5.1% for 2009.
The following table highlights losses due to catastrophes for the years 2010, 2009, and 2008: At 31 December
 The impact of other natural catastrophes (less than EUR 10 million) which occurred in 2010 amounted to EUR 51 million.
 Hail storms (July 2009) in Switzerland and Austria for which the loss is estimated at EUR 23 million at 31 December 2009. As at December 2010, the revised impact is EUR 28 million.
 The impact of other natural catastrophes (less than EUR 10 million) which occurred in 2009 amounted to EUR 67 million at 31 December 2009. As at December 2010, the revised impact is EUR 73 million.
SCOR Global Life offers a broad range of reinsurance facilities for individual and Group life insurance, financial reinsurance, annuities and savings, health, disability, critical illness, long term care and personal accident.
In 2010, SCOR Global Life kept on growing profitably in a competitive life reinsurance market. It succeeded in further strengthening its long-term business relationships with existing clients, gained new business partners, and additionally improved its proposition in the mortality-protection field by reinforcing its position in the USA after the acquisition of XL Re Life America. Operations in our core markets have again been overall successful. In Europe, SCOR Global Life has maintained its strong market position. In Asia, and in the Middle East, SCOR Global Life has maintained its outstanding performance. These non-European markets accounted for a large proportion of the growth in 2010.
The gross written premium development is driven by the long-term nature of in-force life reinsurance business and new business acquired in the reporting year.
Substantial increase in premium income was achieved in Europe, Middle East, and Asia, as well as in the U.S. life business with new significant contracts. Overall, SCOR Global Life’s gross written premiums in 2010 reduced by 2.7% to EUR 3,035 million compared to EUR 3,118 million in 2009 (EUR 2,701 million in 2008). The main driver of this decrease was the planned reduction of premiums generated by equity indexed annuity business in the US. The premium income from EIA was reduced by EUR 354 million from EUR 386 million in 2009 to EUR 32 million in 2010.
This premium reduction was largely compensated by the positive development in other regions. Excluding the impact of the EIA business, the overall gross written premium would have increased by 9.9%.
Life operating margin in 2010 was 7.0% compared to 5.8% in 2009. Excluding Equity Indexed Annuities, Life operating margin would have been 7.5% in 2010 and 6.9% in 2009. In 2010, technical components of the operating margin remained strong and improved from 4.6% to 5.5%. Enhanced by positive effects in the investment income, life investment margin reached 6.7% compared to 5.3% in 2009, while the expense margin deteriorated slightly to 5.2% (4.1% in 2009).
SCOR succeeded in the renewal of its retrocession programmes in 2010. On 9 December 2010, SCOR successfully placed a new catastrophe bond (“Cat bond”), Atlas VI Capital Limited Series 2010-1, which will provide the Group with EUR 75 million of protection against European windstorms and Japanese earthquakes for a risk period extending from 10 December 2010 to 31 March 2014. This transaction succeeds Atlas IV Reinsurance Limited, which matured on 31 December 2010 and provided similar geographical cover of EUR 160 million.
Refer to Section 4.4.1 – SCOR is exposed to risks related to legislative and regulatory changes and political, legislative, regulatory or professional initiatives concerning the insurance and reinsurance sector, which could have adverse consequences for its business and its sector.
Sources of financing relating to the future investments by the Company and to its property, plant and equipment
10.1 Capital Refer to Section 20.1.5 – Consolidated statement of changes in shareholders’ equity and Section 20.1.6 – Notes to the consolidated financial statements, Note 13 – Information on share capital, shareholders’ equity and capital management and Section 20.1.6 – Note to the consolidated financial statements, Note 12 – Cash and cash equivalents and cash flows.
10.2 Cash flow Refer to Section 20.1.4. – Consolidated statements of cash flows and Section 20.1.6. - Notes to the consolidated financial statements – Note 2 – Segment information for an analysis of principal cash flow statement items.
Refer to Section 20.1.6 – Notes to the consolidated financial Statements – Note 14 - Financial debts for a description of the financial debts of the Group.
Refer to Section 19 – Related party transactions and Section 22 – Material contracts for information on the major standby letter of credit facilities of the Group.
10.4 Restrictions on the use of capital For information on regulatory restrictions on the use of capital, refer to Section 5.1.4.2. – Legal form and applicable legislation.
 R&D Centre for Long-Term Care Insurance: providing support in the development of LTC products (definitions, pricing, guidelines) and the monitoring of LTC portfolios.
 R&D Centre for Medical Underwriting and Claims Management: evaluating the consequences for insurance of the new medical advances for both known pathologies and most recently discovered ones; advising clients in the pricing of substandard risks.
The Centres provide input at the product development stage, giving advice on the definition, the underwriting standards, as well as on pricing and reserving. They contribute to risk monitoring by carrying out experience studies on portfolio data and by undertaking prospective risk modelling.
The R&D Centres report to the Chief Pricing Actuary of SCOR Global Life and are active world-wide on request of the local teams in charge of business development and client relationships.
Theoretical research helps the Group to understand its environment better and to take decisions. Therefore, SCOR supports the research through:  Geneva association, composed of insurers and reinsurers, which aims at supporting research related to risks in insurance and reinsurance environment;  Education via Master 218 of Paris Dauphine and the new MBA of Ecole nationale d'assurances (ENASS);  Superior Institut of Reinsurance.
SCOR organizes Actuarial Awards in many European countries: Germany, France, Italy, the United Kingdom and Switzerland. The Group places great importance on the development of actuarial science in Europe and each year rewards the best academic papers in the field of actuarial science with prizes. These prizes are designed to promote actuarial science, to develop and encourage research in this field and to contribute to the improvement of risk knowledge and management. The SCOR Actuarial Awards are recognized as a measure of competence in the insurance and reinsurance industries. The winning papers are selected on the basis of criteria including an excellent command of actuarial concepts, the use of high-quality analysis instruments, and subjects that could have a practical application in the world of risk management.
11.2 Information technologies SCOR was the first reinsurer to implement a uniform international information system. This policy has more than ever been reaffirmed when decided, after our two last acquisitions, to launch a comprehensive integration programme over two years, for the reinsurance back-office applications in 2008, and for the front-office ones in 2009. The objective was a rapid return to a single global system. Besides reinsurance, the local to group financial reporting and consolidation is entirely done in SAP BFC as from 2008, and the accounting harmonisation in SAP has been launched in 2009 as one of our main projects. This systems integration implies the parallel adoption by all business teams of common rules for administration, accounting and result analysis in reinsurance. A training and change management programme has been conducted for this purpose.
During the last two years, SCOR has also launched a number of projects for asset management, with the implementation of the market software package SimCorp Dimension. After being implemented in the Paris Hub, for both IFRS and French GAAP, the solution was rolled out worldwide in 2010. All investments portfolios of the Group will be centralised in SimCorp Dimension. This same Dimension solution has largely been deployed for front and middle office investment functions. Scor Global Investments uses "RiskMetrics" as a monitoring and risk control tool for its entire securities portfolio.
The Group is promoting a paperless environment. Internally, global document-sharing procedures have been set up for the Non Life activity, before planned extension to Life. With its clients, the Group is able to automatically process reinsurance accounts and claims received electronically in the standard formats edited by ACORD, the Association created for the development of e-processing in Insurance and Reinsurance, without having to re-input them. SCOR is
The SCOR technical environment is based on a new international secured network. Corporate technical standards have been implemented in all locations, both on PCs and servers. In 2010, all PCs have been replaced by standard models worldwide, running state-of-the-art operating system, messaging and office software.
Mobility has again been improved in line with the new standard PC deployment. It is still being enhanced through ongoing developments in line with changing business needs demanding a more permanent connection with the company, and compliance with security standards.
Approximately 7% (EUR 92 million) of Treaty P&C premiums up for renewal were cancelled, with a further 12% restructured, demonstrating our active policy of portfolio management.
In terms of business mix, the significant growth in Motor takes advantage of primary insurance re-pricing in some markets (e.g. UK). In overall stable price environment, 6% growth is recorded in Property Proportional by deepening and re-activating existing relationships in emerging markets, such as China and South Africa, but also in Eastern and Southern Europe and in the US.
In a very fragmented Property Cat market, new opportunities in countries benefiting from favourable pricing trends such as Eastern Europe, Germany has resulted in 13% growth of Property Cat premiums.
SCOR’s franchise is once again fully affirmed and Specialty Treaty business has kept on growing, with premiums up by 9% to EUR 523 million from EUR 479 million up for renewal (61% of annual volume). SCOR’s teams compensate for 6% or EUR 31 million of business cancelled, by writing EUR 15 million of additional business with existing clients and EUR 15 million with new clients. New shares on existing programmes increase premium volume by EUR 37 million.
In a competitive large corporate segment facing price reductions driven by over-capacity, following a year of very low claims activity, Business Solutions maintains the volume of its business (EUR 179 million for both 2011 and 2010).
Unlike the Non-Life reinsurance market, the Life reinsurance market is not a sector characterised by annual renewals, except for a few markets like Spain and business such as Health and Group contracts. Expansion and contraction take place gradually and volatility is weak.
In a context of serious global economic slowdown, with several major economies still in recession, some types of cover could suffer, for example Unemployment cover and, to a certain extent, Health cover. The rise of unemployment, business failures and falling consumer confidence are in fact all determining factors in the increase of disability claims.
The economic recession and the crisis in the real estate industry in most developed economies have weighed negatively on mortgage Life insurance, particularly affecting the British, Spanish and, to a lesser extent, American markets.
In France, savings inflows in 2010 were up compared to 2009, and loan repayment insurance held out well against the crisis.
The main field of expansion in the German primary insurance market 2010 was again the single premium business, a significant part of that in deferred annuities.
The Asian markets, carried by growing economies, continued to display vigorous development in the principal health and loans segments. Moreover, the development of Critical Illness insurance indicates a good outlook.
Growth in the Middle Eastern markets was carried by Health insurance and reinsurance. Life premium income has been stable in 2010 compared to 2009.
reinsurance offers an attractive alternative to capital raising, which has led to an increased demand for financial reinsurance solutions.
According to the bylaws, there shall be no fewer than 9 and no more than 18 Board members. Their maximum term in office shall be 6 years. However, SCOR having decided to adopt the Corporate governance code of listed corporations of the AFEP-MEDEF of April 2010, the duties of the Directors are in fact limited to 4 years. Directors may not hold office after the age of 77. If a Director in office should exceed this age, his term will continue until the period established by the Shareholders' Meeting. The General Shareholders’ Meeting may, in compliance with the provisions of the bylaws, appoint one to four Non-Voting Directors (Censeurs) to the Company. Non-Voting Directors serve for renewable twoyear terms. If there are fewer than four non-voting Directors, the Board of Directors may appoint one or more non-voting Directors. The Directors and the Non-Voting Directors are proposed by the Board of Directors and appointed by the Ordinary General Shareholder’s Meeting. When Directors and Non-Voting Directors are co-opted by the Board of Directors, their appointment is submitted for ratification to the next Ordinary General Shareholder’s Meeting. The age limit for performing the functions of a Non-Voting Director is set at 77 years old. Non-Voting Directors are convened to meetings of the Board of Directors and participate in discussions in an advisory capacity only.
 Directors: Carlo Acutis, Gérard Andreck, Allan Chapin, Peter Eckert, Daniel Havis, Daniel Lebègue, André LévyLang, Médéric Prévoyance represented by Guillaume Sarkozy, Monica Mondardini, Luc Rougé, Herbert Schimetschek, Jean-Claude Seys, Claude Tendil, Daniel Valot;  Non-Voting Director: Georges Chodron de Courcel.
Offices held during the last five years: Denis KESSLER (1) Chairman and Chief Executive Officer
Main Office and position held: Chairman and Chief Executive Officer of SCOR SE (France)*
Offices and positions held in the Group: Chairman of the Board: - SCOR Global P&C SE (France) - SCOR Global Life SE (France) - SCOR Global Life U.S. Re Insurance Company (U.S.) - SCOR Reinsurance Company (U.S.) - SCOR U.S. Corporation (U.S.) - SCOR Holding (Switzerland) AG (Switzerland) - SCOR Global Life Re Insurance company of Texas
Non-Voting Director: - Financière Acofi SA (France) - Gimar Finance & Cie S.C.A. (France)
Professional address: VITTORIA ASSICURAZIONI S.p.A. Via Don Minzoni, 14 I - 10121 Torino Italy
Member of the Strategic Committee: - of the Comité Européen des Assurances (CEA) (Belgium)
Abroad Permanent Representative of MACIF: - on the Board of Directors of Atlantis Seguros (Spain) - on the Board of Directors of Atlantis Vida (Spain) - on the Board of Directors of Euresa Holding - Eurecos SL (Spain)
Permanent Representative of MACIF: - on the Board of Directors of Domicours - on the Supervisory Board of Capa Conseil SAS
Non-voting Director: - Foncière de Lutèce - MACIFILIA - MUTAVIE - SOCRAM - Altima
Member of the Supervisory Board : - OFIVALMO - GPIM - MACIF Gestion - IMA - MACIF Zycie (Poland)
Director: - Atlantis Seguros (Spain) - Atlantis Vida (Spain) - Compagnie Foncière de la MACIF - MSACM - MACIFIMO - OFIVALMO - MACIF Participations - Caisse Centrale de Réassurance
Offices held during the last five years: Allan Melville CHAPIN (1) Director
Other positions: France Director: - Pinault Printemps Redoute (PPR) - French American Foundation
Offices held during the last five years: Peter ECKERT (1) (2) Director
Principal position: Chairman of the Board of Directors of Banque Clariden Leu
Other positions: Abroad: Vice-Chairman of the Board: - SCOR Switzerland AG (Switzerland) - SCOR Holding (Switzerland) AG (Switzerland) - SCOR Global Life Rückversicherung Schweiz AG (Switzerland)
Mutual Insurance Code Chairman of the Board of Directors: - MATMUT Mutualité
Chairman of the Board of Directors: - OFI ASSET MANAGEMENT - MutRé SA
France: Director: - OFIVALMO - SCOR Vie - FNMI - MTG XV - OFIMALLIANCE - MDA
Offices held during the last five years: Permanent Representative of Ofi Asset Management on the Board of Directors of: Permanent Representative of MATMUT on the Supervisory Board of: - OFIVALMO Partenaires
Non-Voting Director: - AMF Assurances - HANDIMUT - MUTRé - Mutations Normandie
Chairman: - Institut du Développement Durable et des Relations Internationales (IDDRI) (association) - Transparence-International France - Observatoire de la Responsabilité Sociétale de l’Entreprise (ORSE) - Epargne Sans Frontière
Etranger : - SCOR Reinsurance Company (U.S.) - General Security National Insurance Company (U.S.)
Offices held during the last five years: MÉDÉRIC PRÉVOYANCE (1) (2)
Non voting Director: - QUATREM SA - Fédéris Gestion d’actifs SA
Permanent Representative: - of Malakoff Médéric Assurances to the Board of Directors of MMA IARD Assurances Mutuelles SAM - of Malakoff Médéric Assurances to the Board of Directors of MMA IARD SA - of Malakoff Médéric Assurances to the Board of Directors of MMA VIE Assurances Mutuelles SAM - of Malakoff Médéric Assurances to the Board of Directors of MMA VIE SA - of Malakoff Médéric Assurances to the Board of Directors of MMA Coopérations SA - of Médéric Prévoyance to the Board of Directors of DAS SA - of Médéric Prévoyance to the Board of Directors of DAS Assurances Mutuelles SAM
France: Chairman of the Management Board: - Malakoff Médéric Assurances SA
Permanent Representative: - of Médéric Prévoyance to the Board of Directors of BPI SA
Abroad: Chairman: - A. Manzoni & C. S.p.A. (Italy) - Elemedia S.p.A. (Italy) - Rete A S.p.A. (Italy) - Rotocolor S.p.A. (Italy)
Abroad: Director: - Generali España Holding (Spain) - Banco Vitalicio de España (Spain) - La Estrella, SA de Seguros y Reaseguros (Spain)
Principal position: - Assistant Methods and Procedures, SCOR Global P&C SE
Vice-Chairman of the Supervisory Board: - Donau Chemie Aktiengesellschaft (Austria) - Bank Gutmann AG (Austria)
Chairman of the Supervisory Board: - Austria Hotels Liegenschaftsbesitz AG (Austria)
Vice-Chairman of the Supervisory Board: - Bauholding STRABAG SE (Austria) - UNIQA Versicherungen AG (Austria)*
Chairman of the Board of Directors: - Fondation MAAF Assurances - Savour Club SA (subsidiary of MAAF SA)
Permanent Representative: - of COVEA (SGAM) on the Board of Directors of Azur GMF Mutuelles Assurances associés - of GMF Assurances on the Board of Directors of FIDELIA Assistance
Chairman of the Supervisory Board: - EFI INVEST I (SCA) - OFIVALMO Partenaires S.A.
Director: - SCOR Holding (Switzerland) AG (Switzerland) - CASER (Spain) - SCOR Switzerland AG (Switzerland) - SCOR Global Life Rückversicherung Schweiz AG (Switzerland)
Director: OFIGEST (subsidiary of OFIVALMO) - OFIMALLIANCE S.AS (subsidiary of OFIVALMO) - OFI Asset Management (subsidiary of OFIVALMO)
(1) Member of the Strategic Committee. (2) Member of the Risk Committee (3) Member of the Account s and Audit Committee (4) Member of the Compensation and Nominating Committee (*) Companies which shares are listed on a regulated or organised market (**) In connection with the Crédit Lyonnais/Executive Life case, Jean-Claude Seys entered into a transaction with the California State Prosecutor under the terms of which he is subject to five years probation, during which he may not go to the United States without special authorisation.
Chairman of the Board of Directors: - Europ Assistance Italie (Italy)
Permanent Representative: - of Europ Assistance Holding on the board of Europ Assistance Espagne (Spain)
Offices held during the last five years: Georges CHODRON de COURCEL (1)
Director: - Erbé S.A. (Belgium) - GBL (Groupe Bruxelles Lambert) (Belgium) - SCOR Holding (Switzerland) AG (Switzerland) - SCOR Global Life Rückversicherung AG (Switzerland) - SCOR Switzerland AG (Switzerland)
Daniel Havis, a French citizen, joined the Mutuelle Assurance des Travailleurs Mutualistes (MATMUT) as a claims examiner in 1980. As at today, he is Chairman and Chief Executive Officer MATMUT since 1994. From 1983 to 1988, Daniel Havis was an Executive Assistant and then a Director at the Mutualité Française de Seine-Maritime, where he would serve as CEO from 1988 to 1994. He also holds a number of different mandates within the companies that, along with AMF Assurances, make up the Matmut Group. These include Chairman of Matmut Mutualité and Chairman of the Supervisory Boards of Matmut Entreprises, Matmut-Vie and Matmut Protection Juridique. Since 8 December 2009, Daniel Havis has also been Vice-Chairman of Sferen, the Mutual Insurance Group created with the MACIF and the MAIF and was Chairman of GEMA until June 2008. He is also Chairman of MutRé since 1 January 2009.
Monica Mondardini, an Italian citizen, holds a degree in Economic and Statistical Sciences from the University of Bologna. Her first professional experiences were in publishing, first with the Fabbri First group, then with Hachette, where she became Director of the “High-quality illustrated books” division based in Paris. In 1998, she joined the Generali group as CEO of Europ Assistance in Paris. Two years later, she returned to Italy to join the headquarters of the Generali group, taking responsibility for the Planning and Control department. In 2001, she left Trieste for Madrid where she became CEO of Generali España. Monica Mondardini is CEO of Gruppo Editoriale L’Espresso S.p.A. since January 2009 and Deputy Director since 2008. She is also member of the Board of Directors of Credit Agricole and Save the Children Italia.
Luc Rougé has 35 years of experience in reinsurance with SCOR SE in the management of treaties and claims, as well as in studies, reporting and controls. He was the Works Council representative on the Board of Directors in the 1980s. He then served as Secretary of the Works Council and as an employee director for nearly nine years. He is since 2007 the Director elected by the employees of the Group on a worldwide basis.
Guillaume Sarkozy, French, is an engineer by training and a graduate of the Ecole Spéciale des Travaux Publics (ESTP). He began his professional career in 1974 at the Office of Public Safety in the Ministry of the Interior, before joining IBM France as a large corporate accounts manager in 1977. He has been a company leader in the textile and services industries since 1979. Until June 2006, Guillaume Sarkozy exercised a number of responsibilities at the head of professional associations, notably the French Textile Industries’ Union (from September 1993 to May 2006), the Industrial Federations Group (2004 to July 2006), the CNPF and the Medef (1994-2006). Guillaume Sarkozy joined Médéric in June 2006 and was appointed Group General Manager on 1 September 2006.
From 1997 to 2000, Herbert Schimetschek, an Austrian citizen, was Chairman of the Comité Européen des Assurances, then until June 2000, Vice Chairman of the Austrian Insurance Companies Association, and from 1999 to 2001, Chairman of the Management Board and Chief Executive Officer of UNIQA Versicherung A.G. Herbert Schimetschek is now Chairman of the Management Board of the Austrian company Austria Versicherungsverein auf Gegenseitigkeit Privatstiftung (Holding).
Claude Tendil, a French citizen, began his career at UAP in 1972. He joined the Drouot Group in 1980 as Chief Operating Officer; he was promoted in 1987 to Chief Executive Officer, and then was appointed Chairman and Chief Executive Officer of Présence assurances, a subsidiary of the Axa Group. In 1989, he was appointed Director and Chief Executive Officer of Axa-Midi assurances, Chief Executive Officer of Axa from 1991 to 2000, then Vice-chairman of the Management Board of the Axa Group until November 2001. During this same period, he is also Chairman and Chief Executive Officer of the Axa Group’s French insurance and assistance companies. Claude Tendil was appointed Chairman and Chief Executive Officer of the Generali Group in France in April 2002 and Chairman of the Europ Assistance Group in March 2003.
A former student at the Ecole Nationale d’Administration and Chief Advisor to the French Accounting Office (Cour des Comptes), Daniel Valot, a French citizen, was also notably Technical Cooperation Counselor to the French Ambassy in Tunisia, Managing Director of Total South East Asia, Chairman and CEO of Total Petroleum North America, Chief Executive Officer of Total Exploration Production, then Chairman and Chief Executive Officer of Technip from September 1999 until 27 April 2007.
Georges Chodron de Courcel, a French citizen, is Chief Operating Officer of BNP Paribas and holds various positions as Director in French and foreign companies and in subsidiaries of the BNP Paribas Group.
The following table presents the Company’s executive officers who comprised the Executive Committee as at the date of the Registration Document and their positions with SCOR, as well as the first appointment dates as executive officers of SCOR.
2002 Refer to Section 14.1.1 - Information on the Members of the Board of Directors.
Julien Carmona 40 Group Chief Operating Officer 2010 Chairman of the Board of Directors: SCOR Reinsurance Asia-Pacific Pte Ltd (Singapore)
Director: General Security National Insurance Company (U.S.) Prévoyance Ré (France) SCOR Global Life Re Insurance Company of Texas (U.S.) SCOR Global Life Reinsurance Company of America (U.S.) SCOR Global Life SE (France) SCOR Global Life U.S. Re Insurance Company (U.S.) SCOR Global P&C SE (France) SCOR Reinsurance Company (U.S.) SCOR U.S. Corporation (U.S.)
Benjamin Gentsch 50 Deputy Chief Executive Officer of SCOR Global P&C SE Chief Executive Officer of SCOR Switzerland.
Chief Executive Officer : SCOR Switzerland AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland)
Paolo De Martin 41 Group Chief Financial Officer 20071 Director: SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Global Life Rückversicherunbg Schweiz AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland) SCOR Switzerland AG (Switzerland)
Gilles Meyer 53 Chief Executive Officer of SCOR Global Life SE
2006 Chairman of the Board of Directors: SOLAREH S.A. (France) Prévoyance Ré (France)
Victor Peignet 53 Chief Executive Officer of SCOR Global P&C SE
2004 Director: SCOR UK Company Ltd. (U.K) SCOR UK Group Ltd. (U.K) SCOR Channel Ltd. (Guernsey) Arisis Ltd. (Guernsey) General Security Indemnity Company of Arizona (U.S.) General Security National Insurance Company (U.S.) SCOR Reinsurance Company (U.S.) SCOR Canada Reinsurance Company (Canada) SCOR Reinsurance Asia-Pacific Pte Ltd Singapore Finimo Realty Pte Ltd (Singapore) SCOR Reinsurance Company (Asia) Ltd (Hong Kong) SCOR Services International Ltd (Hong Kong) Arope Insurance SAL (Lebanon) SCOR Holding (Switzerland) AG (Switzerland) Commercial Risk Re-Insurance Company (U.S.) SCOR Global Life Rückversicherung Schweiz AG (Switzerland) SCOR Switzerland AG (Switzerland) Blue Star Syndicate Management Limited (U.K.)
François de Varenne 44 Chief Executive Officer of SCOR Global investments SE
Refer to Section 14.1.2. – Biographical information on the members of the Board of Directors.
Benjamin Gentsch, a Swiss citizen, graduated with a degree in management from the University of Saint-Gall where he specialised in insurance and risk management. From 1986 to 1998, he held several positions at Union Reinsurance Company, where from 1990 to 1998 he directed treaty underwriting in Asia and Australia. In 1998, he joined Zürich Re as head of international underwriting responsible for strengthening the company’s position in Asia, Australia, Africa and Latin America. He also served as head of the “Global Aviation” reinsurance department and developed the “Global Marine” department. In September 2002, Benjamin Gentsch was appointed Chief Executive Officer of Converium Zürich, then Executive Vice President in charge of Specialty Treaties. In September 2007, he was appointed Chief Executive Officer of SCOR Switzerland and Deputy Chief Executive Officer of SCOR Global P&C SE.
Gilles Meyer, 53, Chief Executive Officer of SCOR Global Life SE
Gilles Meyer holds dual French and Swiss nationality and a degree from a French business school and an MBA from GSBA in Zürich. Gilles Meyer started his career as an underwriter at Swiss Re before managing the facultative department of La Baloise in Basel. After 23 years of experience in facultative and treaty reinsurance, Gilles Meyer was Chief Executive Officer of Alea Europe from 1999 to 2006, where he was in charge of property-casualty reinsurance and Life reinsurance, and from 2005 to 2006, he was Manager of group underwriting at Alea. He joined the Group in January 2006 and to date has managed the German-speaking markets of SCOR Global P&C based in Hanover, Basel, and Winterthur. He was named head of Business Unit 1 of SCOR Global Life and a member of the Group Executive
Philippe Trainar, a French citizen, is a former student of the Ecole Nationale d’Administration and has a BA in Economics. He held various positions in the French civil service from 1981 to 1999, notably as financial attaché to the French embassy in Germany (1985-1987), adviser in the Prime Minister's cabinet (1993-1995) and deputy-director in charge of international economic issues at the French Ministry of the economy and finance. He was also in charge of macroeconomic modelling at the Ministry of the economy and finance. In 2000 he joined the Fédération française des sociétés d’assurances (FFSA) as director of economic, financial and international affairs. In February 2006, he was appointed Chief Economist of the SCOR group. Philippe Trainar chairs the Solvency II committee and is a member of the "Bureau de la commission économique et financière" of the FFSA. He is a member of the governmental consulting and expertise committees: the "Conseil d'analyse économique", reporting to the French Prime Minister, and the "Commission économique de la nation". Philippe Trainar has also carried out many scientific works on the economy, risk, insurance and solvency, which have been published in scientific journals such as the Journal of Risk and Insurance, the Geneva Papers, Economie & Statistique and Risques. He is also editor-in-chief of Revue Française d'Economie.
 no Director and no member of senior management has ever been prohibited by a court from acting as a member of an administrative, management, or supervisory body of an issuer or from participating in the management or business of an issuer.
1 In connection with the Crédit Lyonnais/Executive Life case, Jean-Claude Seys entered into a transaction with the California State Prosecutor under the terms of which he is subject to five years probation, during which he may not go to the United States without special authorisation.
Also refer to Sections 14.1.5 - Negative disclosures about members of the Board of Directors and senior management, 16.4 – Corporate governance regime and 19 – Related party transactions.
Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year 2010
15.1 Amount of remuneration paid and benefits inkind 15.1.1 DIRECTORS’ FEES
Fees paid to directors for 2010 and 2009 are broken down as follows: In EUR 2010 2009
fees along with the other members of the Board of Directors of the Company, based on the same conditions for distribution. (2) Director whom appointment ended on 4 November 2010. (3) Director appointed by the Annual Ordinary General Meeting of the Shareholders of 15 April 2009. (4) Director appointed by the Annual Ordinary General Meeting of the Shareholders of 28 April 2010. (5) Director representing the employees elected by the Annual Shareholders’ Meeting of 24 May 2007 as employee representative. His directors’ fees are paid to the CFDT union. (6) Director whom appointment ended on 15 April 2009.
(1) In Section 15.1.2 Executive Committee members remuneration, the exchange rate used (official exchange rate of the Reference Document)
(4) In 2008, 50% of shares and stock options granted are submitted to performance conditions. In 2009 and 2010, it is the case of 100% of shares and stock options granted. The value is calculated according to the same assumption as those used for the Group accounts (IFRS2 standard). Please refer to the sections 17.2.2 and 17.2.3 for the details of the shares and stock-options granted to the Executive and Corporate Officer.
Reminder of the specific award conditions applicable to the Corporate Officer in respect of the principles AFEP / MEDEF: The Board of Directors of 3 April 2007 decided that for all the grants posterior to that date, the Corporate Officer is required to retain as registered shares at least 10% of the shares issued from the exercise of stock-options granted and at least 10% of the performance and free shares granted until the termination of his duties.
The following table presents a summary of the gross compensation of the Executive and Corporate Officer for fiscal years 2010, 2009 and 2008: Summary table of the gross compensation granted to the Executive and Corporate Officer
The following table presents the summary of gross compensation paid to the Executive and Corporate Officer during fiscal years 2010, 2009 and 2008: Summary table of gross compensation paid to the Executive and Corporate Officer
Requirement of presence at the company as of 20 June 2008
Performance conditions 15.1.2.2 Gross remuneration to Executive Committee members (COMEX) other than the Chairman as of 31 December 2010
The following table presents the gross compensation related to fiscal years 2010, 2009 and 2008 and paid in 2010, 2009 and 2008 to the members of the Executive Committee.
The Compensation and Nomination Committee determines the variable compensation of the COMEX members in agreement with the Chairman. The variable portion of the compensation presented in the table above depends, on the one hand, on the achievement of individual objectives and, on the other hand, on the achievement of the Group’s earnings objectives (based on the Group’s Return on Equity or ROE). The total amount of the variable portion cannot exceed 80% of the fixed compensation.
(*) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.3732 CHF (the exchange rate of reference for the DDR). (**) Those allowances cover business expenses (***) This amount includes an expatriation premium related to fiscal year 2008. (****) This amount includes an expatriation premium related to fiscal year 2009. (*****) This amount includes an expatriation premium related to fiscal year 2010.
The following table presents the components of the actual gross compensation paid in 2010, 2009, 2008 to the members of the Executive Committee (other than the Chairman and Chief Executive Officer).
(*) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.3732 CHF (the exchange rate of reference for the DDR). (**) Those allowances cover business expenses (***) This amount includes an expatriation premium related to fiscal year 2010. (****) This amount includes an expatriation premium related to fiscal year 2009. (*****) This amount includes an expatriation premium related to fiscal year 2008. (******) This amount includes an expatriation premium related to fiscal year 2008 and an expatriation premium related to fiscal year 2009. (*******) This amount includes an expatriation premium related to fiscal year 2007 and paid in 2008.
Frieder Knüpling 200,000 138,750 360 339,110 Not concerned Not concerned Paolo De Martin (Paid in CHF*) 590,577 460,650 25,954** 1,077,180 590,577 449,726
Julien Carmona 500,000 77,947 4,098 582,045 Not concerned Not concerned Benjamin Gentsch (Paid in CHF*) 420,187 310,938 30,323** 761,448 420,186 254,248
(*) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.3732 CHF (the exchange rate of reference for the DDR) (**) Those allowances cover business expenses. (***) This amount includes an expatriation premium related to fiscal year 2008. (****) This amount includes an expatriation premium related to fiscal year 2009. (*****) This amount includes an expatriation premium related to fiscal year 2010.
The benefits in kind and insurance services granted to the Chairman and Chief Executive Officer are presented in Appendix B - Report of the Chairman of the Board of Directors on the terms and conditions for preparing and organising the work of the Board of Directors and on internal control procedures in compliance with Article L. 225-37 of the French Commercial Code.
For details on stock options and shares granted to members of the Executive Committee, refer to Sections 17.2.2 - Stock options held by members of the Executive Committee and other company officers as of December 31st, 2010 and 17.2.3 – Free allocation of shares to COMEX members and other company officers as of December 31st, 2010.
For pension benefits, refer to Section 17.4. - Defined pension schemes.
The members of the Executive Committee do not receive directors’ fees for their directorships in companies in which SCOR holds more than 20% of the share capital. They are reimbursed for justified business expenses. Executives under a Swiss contract receive a flat allowance covering business expenses of small monetary amounts.
The amount of the additional pension guaranteed by the Group varies from 20% to 50% of the average compensation over the last five years, depending on seniority acquired in the Group (from 5 to 9 years) at retirement. The additional pension guaranteed by the Group is defined after deductions of the pensions paid out through the compulsory schemes.
The total commitment of the Group for defined benefits retirement plans for the COMEX members amounts at EUR 21 million as of 31 December 2010, i.e. 10.5 % of the total commitment of the Group being for pension plans EUR 199 million.
Refer also to Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 24 – Related party transactions and Appendix A – Notes to the Corporate Financial Statements, Note 6 – Contingency reserves.
16.1 PAGE 132 Date of expiration of the current term of office 16.2 PAGE 132 Information on service contracts of members of Administrative and Management bodies 16.3 PAGE 132 Information on the Audit Committee and the compensation and Appointment Committee 16.4 PAGE 133 Corporate governance regime
Carlo Acutis Director 2011 (*) 15 May 2003 To be determined (3)
Peter Eckert Director 2011 (*) 15 April 2009 To be determined (3)
Daniel Lebègue Director 2011 (*) 15 May 2003 To be determined (3)
Monica Mondardini Director 2014 (*) 28 April 2010 N/A Luc Rougé Director 2011 (*) 24 May 2007 To be determined (3)
Herbert Schimetschek Director 2011 (*) 15 May 2003 To be determined (3)
Jean-Claude Seys Director 2011 (*) 15 May 2003 To be determined (3)
16.2 Information on service contracts of members of Administrative and Management bodies To our knowledge, there are no service agreements involving the members of the administrative or senior management bodies and the Company or one of its subsidiaries providing for benefits upon termination of such agreement.
16.3 Information on the Audit Committee and the compensation and Appointment Committee The information on these two committees can be found in the report from the Chairman of the Board of Directors in Appendix B (part I of the Report from the Chairman of the Board of Directors on the conditions for preparation and organisation of the work of the Board of Directors).
Information on shareholdings and stock options or Company stock purchases by members of Administrative and Management bodies
The following table shows the distribution of employees by geographic area and by entity(1): Distribution by Hub
(1) The headcount is calculated based on the number of employees as of 31 December 2010. (2) SCOR Global Life SE controls 100% of the capital of ReMark. ReMark acquired ESG in May 2009. Due to its specific activity, ReMark is managed independently from the Group in terms of human resources. (3) Since 2010, the headcounts are calculated according to the division (the highest hierarchical link), in accordance with the organization of the group. The division "Group Functions and Support" includes the Group financial, risks and operations departments as well as the departments managed by the Chairman.
(4) SCOR Global Investments (100% subsidiary of SCOR SE) was created in February 2009 with the transfer of the employees dedicated to asset management.
(1) Médéric Prévoyance holds, as at the date of this Registration Document, 5,875,506 SCOR shares.
17.2.2 STOCK OPTIONS HELD BY THE MEMBERS OF THE EXECUTIVE COMMITTEE AND OTHER COMPANY OFFICERS AS OF 31 DECEMBER 2010
The following table presents the stock option plans and stock purchase plans which benefit members of COMEX and company executives as of 31 December 2010.
TOTAL 82,459 1,438,504 François de Varenne - 7,308 09/16/2005 15.90 116,197 09/16/2009 to 09/15/2015 09/14/2016 09/12/2017 05/21/2018 03/22/2019 03/18/2020
The options granted during financial year ended 31 December, 2003 and after are options to subscribe stocks. The options granted during financial year ended 31 December, 2001 are options to purchase stocks.
Number of shares underlying the stock options granted during the financial year by the issuer and by any company included in the scope of allocation of the options to the ten employees of the issuer and of any company included in such scope, whose number of shares thus purchased or granted is the highest (aggregate information )
Reminder of the specific award conditions applicable to the Corporate Officer in respect of the principles AFEP / MEDEF: The Board of Directors of April 3, 2007 decided that for all the grants posterior to that date, the Corporate Officer is required to retain as registered shares at least 10% of the shares issued from the exercise of stock-options granted and at least 10% of the performance and free shares granted until the termination of his duties.
On 28 April 2010, the General Shareholder’s meeting of the Board of Directors had authorized, in its nineteenth resolution, the Board of Directors, under the provisions of Articles L.225-177 to L.225-185 of the Commercial Code, to grant upon proposal of the Compensation and Nominations Committee, on one or more occasions for the benefit of members of staff and the corporate officers, of the Company and companies or groups linked to it in terms of Article L.225-180 of the Commercial Code, options entitling to the subscription of new ordinary shares of the Company in issue as to increase its capital, as well as options entitling to purchase shares of the Company from acquisitions made by it as provided by law within the limits of a number of options giving right to a maximum of three million (3,000,000) of shares. This authorisation is given for a period of eighteen months from 28 April 2010.
The Board of Directors of 2 March 2010, on the proposal of the Compensation and Nominations Committee of 9 February 2010, decided to allocate stock options to Partners, to members of the COMEX and to the Chairman and Chief Executive Officer.
The exercise of all of the stock options allocated to the Chairman and Chief Executive Officer (and the ones allocated to the other members of the Executive Committee) and half of the options allocated to the other beneficiaries, are subject to performance conditions.
On the basis of the authorisation of the Shareholders meeting of 28 April 2010 in its nineteenth resolution, the Board of Directors of 28 April 2010 decided to grant stock options to some employees hired after 2 March 2010. Following this decision, 37,710 stock options were allocated on 12 October 2010 to 20 Partners (non-member of the Executive Committee).
The exercise of half of the options granted is subject to the same performance conditions as those decided for the 18 March 2010 Plan (for the description of the performance conditions, refer to 17.3.1 – Stock option plan – Specific allocation of stock options).
The table below presents the total number of stock options allocated in 2009 and 2010 by category of beneficiary within the Group : Total number of stock options allocated in 2010
A table showing features of the SCOR stock option plans is found in Section 20.1.6 – Notes to the consolidated income statements, Note 18 - Stock options and share awards.
The Shareholders’ Meeting also decided that (i) the total number of free shares granted under this authorisation may not exceed 3,000,000 Shares, (ii) the allocation of shares to their beneficiaries will be definitive only after a vesting period of a minimum set at two years for tax residents of France and a minimum of 4 years for beneficiaries not tax residents of France, (iii) the beneficiaries will be subject, where appropriate, to an obligation to retain shares in a period of two years from the end of the vesting period for tax residents of France and that the retention period for beneficiaries not tax residents of France would be deleted, and (iv) the Board of Directors of the Company will have the authority to increase the lengths of the acquisition period and the holding obligation period.
This authorisation is given for a period of eighteen months from 28 April 2010.
The conditions of the plan are similar to those usually decided by the Group with a vesting period of 2 years for the tax residents of France (and an obligation to retain shares for a period of 2 years from the end of the vesting), and of 4 years for the beneficiaries not tax residents of France.
The conditions of the plan are similar to those usually decided by SCOR (notably as regards to the presence conditions), with a vesting period of 2 years for the tax residents of France (and an obligation to retain shares in a period of 2 years from the end of the vesting), and of 4 years for the beneficiaries not tax resident of France.
All the allocations to the Chairman and Chief Executive Officer (and all the ones of the Executive Committee) and half of the allocations to the other beneficiaries, are subject to the satisfaction of the same performance conditions as those decided for the 18 March 2010 stock option Plan (for the description of the performance conditions, refer to 17.3.1 – Stock option plan – Specific allocation of stock options).
Half of these allocations are subject to the satisfaction of the same performance conditions as those set for the 18 March 2010 Plan (for the description of the performance conditions, refer to 17.3.1 – Stock option plan – Specific allocation of stock options).
Source of shares to be allocated to 17 December, 2012 included
From March 2nd, 2010 to 2 March 2014 included No holding period
Requirement of presence at the company as of 15 April 2011
From 15April 2009 to 15 April 2013 included No holding period
During the exercise 2010, the rights vested into shares by the ten employees of the Company and of any company included in its consolidation whose number of shares thus obtained is the highest represent 253,500 shares. Those rights concerned the Free Share Plan of 7 May 2008 and 26 August 2008 whose transfer occurred on 8 May 2010 and 27 August 2010 for the tax residents of France.
On 28 April 2010, the Combined Shareholders’ Meeting of the Company in its twenty first resolution delegated its authority to the Company’s Board of Directors in order to increase the share capital by issuing shares reserved for employees of the company and of French and foreign companies affiliated with it pursuant to Article L. 225-180 of the French Commercial Code, who are participants in savings plans and/or any mutual funds, eliminating the pre-emptive right they have. This new authorisation replaces the authorisation granted by the General Shareholders’ Meeting of 15 April 2009.
401(k) Plan - Participants are allowed to make pre-tax contributions up to 50% of their bi-weekly salary. Employer matches up to 4% of bi-weekly salary.
Defined Contribution Retirement Programme (Employer funding varies by employee depending on age and service)
The pension schemes serve the purpose of supplying benefits to the employees in their retirement and in the event of occupational (Professional) disability, as well as of ensuring provisions in case of an employee’s death
18.2 PAGE 156 Negative statement as to the absence of differences between the voting rights of various shareholders 18.2 PAGE 156 Direct or indirect control by one shareholder 18.4 PAGE 156 Agreement which could result in a subsequent change in control
18.1 Significant shareholders known to SCOR Share capital structure and voting rights in the Company to the knowledge of SCOR (on the basis of a study of identifiable share bearers ("Titres aux Porteurs Identifiables" – "TPI") conducted by the Company as at 31 December 2010): As at 31 December 2010 Number of shares % of capital % voting rights (1)
Generali Investments France S,A,(2) 5,349,600 2.85 % 2.95 % BlackRock Fund Advisors (formerly Barclays Global) (2) 4,950,900 2.64 % 2.73 %
BNP Paribas Investment Partners Belgium SA (2) 2,867,700 1.53 % 1.58 %
To the Company’s knowledge, there was no other shareholder than those indicated in the table above holding more than 2.5% of the share capital or voting rights of the Company as at 31 December 2010 or that is linked to the Board of Directors.
TOTAL 184,246,437 100% 100% (1) The percentage of voting rights is determined on the basis of the number of shares at closure, excluding shares deprived of voting rights. (2) Source: TPI and Ipreo. (3) Source: TPI and Ipreo – shareholders via mutual funds and other investment funds.
No agreement or clause stipulating preferential terms for the sale or purchase of shares listed for trading on a regulated market, or for which an application for listing has been filed, and representing at least 0.5% of the Company’s share capital or voting rights has been transmitted to the AMF.
To the Company's knowledge, there is no shareholders’ agreement or action in concert. No transactions have taken place among senior managers, directors, or officers, and shareholders holding more than 2.5% of the share capital (or of the company controlling them) and the Company, on terms other than arm’s length terms.
On 8 December 2008, Silchester International Investors Limited declared that it had exceeded the registered thresholds of 3% of the capital and voting rights in SCOR and that it held 6,336,360 shares representing 63,363,600 voting rights, or 3.44% of the capital and 3.44% of voting rights in SCOR.
On 13 January 2009, Silchester International Investors Limited declared that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held, on behalf of its clients, 4,558,409 shares representing 4,558,409 voting rights, or 2.48% of the capital and 2.54% of voting rights in SCOR.
On 20 May 2009, Natixis Asset Management declared that, on 11 May 2009, it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held, on behalf of its clients, 5,889,078 shares representing 5,889,078 voting rights, or 3.20% of the capital and 3.28% of voting rights in SCOR and, on 3 July 2009, Natixis Asset Management declared that, on 30 June 2009, it had fallen below the registered thresholds of 2.5% of the capital and
On 8 December 2009, BlackRock Inc., on behalf of funds and its clients, declared that, on 1st December 2009, it had exceeded the registered thresholds of 5% of the capital and voting rights in SCOR 5% and that it held, on behalf of such funds and clients, 13,033,371 shares representing 13,033,371 voting rights, or 7.08% of the capital and voting rights in SCOR. Such excess in threshold results from the acquisition, by BlackRock Inc. of Barclays Global Investor from Barclays Plc on 1st December 2009.
On 16 April 2010, the Group BNP Paribas declared that, on 16 April 2010, it had exceed the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 8,088,101 shares representing 8,088,101 voting rights, or 4.37% of the capital and voting rights in SCOR.
On 25 May 2010, Credit Suisse Group AG declared that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 4,398,666 shares representing 2.37% of the capital in SCOR.
On 1st July 2010, BNP Paribas Asset Management declared, on behalf of CamGestion, Fundquest Franceand of the affiliates of Fortis Investments integrated into BNP Paribas Investment Partners for the FCP, SICAV, Mandates and FCPE, that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 4,604,571 shares representing 2.4879% of the capital in SCOR.
18.2 Negative statement as to the absence of differences between the voting rights of various shareholders Until 3 January 2009, pursuant to Article 8 (“Rights attached to each share”) of the bylaws, for two years after the Company’s reverse stock split, as decided by the Company’s Combined Shareholders’ Meeting on 16 May 2006 in its seventeenth resolution, each share with a par value of EUR 0.78769723 entitled the holder to one vote and each share with a par value of EUR 7.8769723 entitled the holder to ten votes, so that the number of votes attached to the shares remains proportional to the percentage of share capital they represent.
19.1 Related party transactions entered into in 2010 as defined by articles L. 225 – 38 et seq. of the French commercial code  Parent company guarantee from SCOR SE in favour of SCOR Global Life Reinsurance Company of America
The granting of this unlimited guarantee is subject of the same remuneration for SCOR as that given for the other parental guarantees previously granted by the Company.
 Authorisation to execute an engagement letter between SCOR SE and BNP Paribas with regard to a contemplated acquisition
This engagement letter was concluded on 26 April 2010. It gave rise to no payment during the 2010 financial year.
This guarantee is issued for a maximum amount of USD 100 millions plus interests, costs and accessoiries as a guarantee of the commitments of de SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG and SCOR Rückversicherung (Deutschland) AG
At its meeting of 28 April 2010, the Company’s Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature by SCOR SE, of an amendment to the opening contract for accessible credit through the issue of a credit letter (“Facility Agreement”) concluded on 23 December 2008 with BNP Paribas, in order to:  include the letter of credit dated 8 August 2008 regarding the "Initial Letters of Credit" subscribed by SCOR Global Life SE,
At its meeting of 28 April 2010, the Company’s Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the sale by SCOR SE to SCOR Global P&C SE of 100% of the shares of SCOR Reinsurance Asia Pacific Pte, a Singaporian subsidiary.
The Directors concerned by this agreement are Messrs Denis Kessler and Daniel Valot.
 Authorisation to conclude an amendment to the retrocession agreement signed by SCOR SE and SCOR Global Life SE on 4 July 2006
In 2006, despite SCOR SE spininng of its Non-Life reinsurance operations to SCOR Global P&C SE, SCOR SE remained a reinsurance company because of the retrocessions established between SCOR Global Life SE and SCOR Global P&C SE as the retroceding companies, and SCOR SE as the retrocessionaire. These retrocessions back the Group's debt carried by SCOR SE for maintaining the aggregate Group’s solvency and confirming its rating.
SCOR Global Life SE and SCOR SE signed amendment No. 2 to the retrocession agreement dated 4 July 2006, for the purpose of excluding from the retroceded business, with retroactive effect as at 1 January 2007, the policies underwritten by the German, Canadian and Singapore branches.
At its meeting of 13 November 2007, the Board of Directors of SCOR SE authorised and approved, pursuant to Article L.225-38 of the French Commercial Code, the signature of the amendments to the retrocession contract signed by SCOR SE and its subsidiary SCOR Global Life SE on 4 July 2006.
Therefore, the amendment aims to:  Amend the terms of the agreement in order to modify the accounting approach and turn as of 2010 to the clean-cut accounting principle instead of the run-off accounting princple,which will lead to a decrease in costs;  Review the commissions’ conditions in order to decrease the results’ volatility;  Exclude the portfolio of the SCOR Global Life SE’s UK, Netherlands and Labuan branches from the scope of the agreement.
 Authorisation to complete a contribution in kind of 100% of the GSNIC shares to SCOR US Corporation
The transaction was submitted to the Department of Insurance of the State of Texas (United States of America) insofar as it requires a certain number of amendments to the retrocession treaty (Automatic Coinsurance Retrocession Treaty) executed on 31 December 2003, between SGLR and SFS. In a letter dated 30 September 2005, the competent authorities of the State of Texas indicated they had no comments on the amendments which would be made to such agreement. The Irish administrative authorities (ISFRA) were also informed of the transaction and indicated they had no objection.
At its meeting of 7 November 2006, the Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the extension (i) of the term of the parent company guarantee dated 19 December 2005, issued by SCOR to ten years; and (ii) the amount of the SCOR’s guarantee to USD 400 million, in line with the new term of coverage by the letter of credit and the new amount of the CALYON global commitment under the terms of the Agreement.
It gave rise to no payment during the 2010 financial year.
At its meeting of 16 September 2010, the Company’s Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature by SCOR SE, with regard to a contemplated acquisition, an engagement letter for a mission of financial advice with BNP Paribas, for a period of 9 months. The remuneration conditions provided for in this letter are in line with market standards for this type of transactions.
This engagement letter was executed on 5 November 2010. It gave rise to no payment during the 2010 financial year.
At its meeting of 4 November 2010, the Company’s Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the issuance by SCOR SE, regarding the « Stand-By Letter of Credit Facility Agreement » with Deutsche Bank with a maximum amount of USD 325 millions dated 23 October 2008, of a first demand guarantee. Pursuant to the terms and conditions of this amendment, executed on 30 November 2010, the amount of the credit facitliy has been increased to USD 575 million.
The companies party to this agreement are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE and SCOR Switzerland AG. The other companies within the Group could equally benefit from this agreement.
The first demand guarantee was signed on 30 November 2010. It gave rise to no payment during the 2010 financial year.
 Authorisation to conclude an amendment to the retrocession agreement signed between SCOR SE and SCOR Global P&C SE on 4 July 2006
In 2006, despite SCOR SE's spin-off of its Non-Life reinsurance operations to SCOR Global P&C SE, SCOR SE remained a reinsurance company because of the retrocessions established between SCOR Global Life SE and SCOR Global P&C SE as the retroceding companies, and SCOR SE as the retrocessionaire. These retrocessions back the Group's debt carried by SCOR for maintaining the Group’s aggregate solvency and confirming its rating.
The signature of the retrocession framework agreement between SCOR SE and SCOR Global P&C SE was authorised by the Board on 16 May 2006, pursuant to the provisions of Article L.225-38 of the French Commercial Code. The contract was signed on 4 July 2006, as part of the reorganisation of the Group through the creation, via spin-off, of the subsidiary SCOR Global P&C SE.
On 3 August 2007, SCOR Global P&C SE adopted the form of Societas Europaea (SE) at the time of the merger absorption of its wholly owned subsidiaries SCOR Italia Riassicurazioni SpA and SCOR Deutschland.
 clean the balance sheet structure of SCOR Global P&C while ameliorating its solvency ratio assessed within the framework of QIS 5 exercice of Solvency II.
At its meeting of 7 March 2011, the company’s Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the remuneration of the parent company guarantees issued or to be issued by SCOR SE and remuneration of upstream guarantees issued or to be issued to the benefit of SCOR SE, at a rate of 1 for one thousand, on a basis related to technical reserves. The amounts due under the upstream guarantees will be able to be compensated with amounts due under the parental guarantees granted by SCOR SE. This decision amends the terms of the authorization rendered during its 18 March 2008 meeting.
The concerned subsidiaries are as follows: In Europe: SCOR Global Life SE; SCOR Global P&C SE; SCOR Switzerland AG ; Prévoyance Ré SA ; Irish Reinsurance Partners Ltd (which became SCOR Global P&C Ireland Ltd); SCOR Channel; SCOR Financial Services Ltd; SCOR U.K. Company Ltd; SCOR Perestrakhovaniye.
In the United States and Canada: SCOR Reinsurance Company Ltd (US); General Security Indemnity Company of Arizona; General Security National Insurance Company; SCOR Global Life U.S. Re Insurance Company; SCOR Canada Reinsurance Company; SCOR Global Life Reinsurance Company of America.
19.2 Related party transactions entered into in past years, which were continued or terminated in the 2010 financial year Authorisation prior to the signature of a cash-pooling contract with BNP Paribas
The following entities of the Group have been authorised to participate in the cash-pooling scheme during a first phase:  SCOR SE,
 SCOR Global Life Reinsurance UK Ltd (which became SCOR Global Life SE – UK Branch) (branch),
This agreement gave rise to the payment by SCOR SE to BNP Paribas of non material amounts during the 2010 financial year.
At its meeting of 18 March 2008, the Company’s Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the payment of existing upstream parent company guarantees (granted by SCOR Global P&C SE and SCOR Global Life SE) or those which could be drawn up in accordance with the authorisation granted by the Board of Directors of 28 August 2007, at a rate of 1 for one thousand, based on the amount of the Company’s shareholder’s equity, of which the agreements are guaranteed from the 1 January 2008.
The Directors concerned by this agreement were Messrs. Denis Kessler and Patrick Thourot.
 SCOR SE’s new rule concerning retirement pensions pursuant to Article 39
The aim of this plan is to specify the terms and conditions for the application of an additional pension scheme, put into place by the Company, for the benefit of:  the Executive Managers, by virtue of the professional agreement of 3 March 1993, who demanded their activity within the Group, from the day that the beneficiary plan of measures of this additional pension scheme took effect;  the Senior Managers of the Group, who do not have an employment contract but who nevertheless fall within the ARRCO and the AGIRC general social security scheme and supplementary pension schemes, that are in operation in SCOR, from the day that the present scheme takes effect.
 Opening contract for accessible credit through the issue of a credit letter with BNP Paribas
Under the terms of the Credit Agreement, BNP Paribas made a credit line available to the above mentioned companies, under the conditions stipulated in the Facility Agreement, in a maximum principal amount of USD 400,000,000 to be made available through the issuance of SBLC or counter-guarantees intended to allow the concerned company to guarantee the execution of its commitments under its insurance and reinsurance operations, for a period of use running from 2 January 2009 to 31 December 2011.
This Facility Agreement gave rise to the payment of USD 594,776 from SCOR SE to BNP Paribas during the financial year 2010.
The Board of Directors, at its meeting of 24 May 2007, in accordance with articles L. 225-38 and L. 225-42-1 of the French Commercial Code, and at the recommendation of the Compensation and Nomination Committee, renewed commitments for the benefit of the Chairman and Chief Executive Officer as defined by the Board on 21 March 2006 and as amended by the Board on 12 December 2008, which are described in Appendix B – Report of the Chairman of the Board of Directors on the terms and conditions for preparing and organising the work of the Board of Directors and on internal procedures in accordance with Article L. 225-37 of the French Commercial Code - Part I - Conditions for the preparation and organisation of the work of the Board of Directors of the Company-e.
However, we are required to inform you in accordance with Article R. 225-31 of the French commercial code (Code de Commerce) concerning the implementation of the agreements and commitments which were already approved by the shareholders’ meeting.
Authorization to execute an engagement letter between your company and BNP Paribas with regard to a contemplated acquisition
At its meeting of 2 March 2010, the Company’s Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the signature by your company, with regard to a contemplated acquisition of 100% of the shares of a company, an engagement letter for a mission of financial advice with BNP Paribas, for a period of nine months. The remuneration conditions provided for in this letter are in line with market standards for this type of transactions.
This engagement letter was concluded on 26 April 2010. It gave rise to no payment during the 2010 financial year from SCOR SE to BNP Paribas.
Authorization to conclude an amendment to the opening contract for accessible credit through the issue of a credit letter signed on 23 December 2008 between SCOR SE and BNP Paribas
 update the regulatory references with regard to the pledge of financial instruments.
The guarantees that are to be granted by your company or the companies of the Group party to this agreement as amended and requesting the issuance of a letter of credit, remain as provided by the agreement dated 23 December 2008.
Authorization to execute an engagement letter and a subscription agreement between your company and a bank syndicate including BNP Paribas and to conclude an agency agreement between your company and BNP Paribas
Related person: Denis Kessler as Chairman and Chief Executive Officer of your company and as Chairman of the Board of SCOR Global Life Reinsurance Company of America
Parent company guarantee from your company in favor of SCOR Global Life Reinsurance Company of America (formerly known as XL Re Life America Inc) for reinsurance commitments
At its meeting of 3 November 2009, the Company’s Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the parent company guarantee’s signature for the reinsurance commitments of SCOR Global Life Reinsurance Company of America.
Daniel Valot as administrator of your company and administrator of SCOR Reinsurance Asia-Pacific Pte Ltd.
Acquisition of 100% of the shares of SCOR Reinsurance Asia-Pacific Pte by SCOR Global P&C SE from SCOR SE
This transaction was completed on 13 December 2010 for a price of EUR 260 425 266 which corresponds to the market value of 100% of the shares of SCOR Reinsurance Asia Pacific Pte Ltd.
Related person: Denis Kessler as Chairman and Chief Executive Officer of your company and as Chairman of the Board of SCOR Global P&C SE.
Authorization to conclude an amendment to the retrocession agreement signed between your company and SCOR Global P&C SE on 4 July 2006.
Pursuant to this agreement, SCOR Global P&C SE retroceded a portion of its activities and reserves to your company.
 clean the balance sheet structure of SCOR Global P&C SE while ameliorating its solvency ratio assessed within the framework of QIS 5 exercise of Solvency II.
Related person: Denis Kessler as Chairman and Chief Executive Officer of your company and as Chairman of the Board of SCOR Global Life SE.
Authorization to conclude an amendment to the retrocession agreement signed by your company and SCOR Global Life SE on 4 July 2006
In 2006, despite SCOR SE spininng of its Non-Life reinsurance operations to SCOR Global P&C SE, your company remained a reinsurance company because of the retrocessions established between SCOR Global Life SE and SCOR
The retrocessions also meet the requirements of the ratings agencies, primarily because the retrocession rate can be modulated based on capital needs in terms of business cycles. The rating agencies confirmed that they are maintaining their rating with regard to this new organisation of the Group.
Due to the completion of this merger on 25 July 2007, (but retroactive to 1 January 2007, under the terms of the merger agreement), the contracts underwritten by its German branch fall under the scope of the retrocession agreement (which was not the case when the contracts were underwritten by the subsidiary). As a result, there is a significant increase in the volume of retrocessions to your company.
At its meeting of 13 November 2007, the Board of Directors of your company authorised and approved, pursuant to Article L.225-38 of the French Commercial Code, the signature of the amendments to the retrocession contract signed by your company and its subsidiary SCOR Global Life SE on 4 July 2006.
At its meeting of 28 July 2010, the Company’s Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature, of an amendment n°3 to the retrocession agreement signed by your company and SCOR Global Life SE on 4 July 2006.
Therefore, the amendment aims to:  Amend the terms of the agreement in order to modify the accounting approach and turn as of 2010 to the clean-cut accounting principle instead of the run-off accounting principle, which will lead to a decrease in costs;  Review the commissions’ conditions in order to decrease the results’ volatility;  Exclude the portfolio of the SCOR Global Life SE’s UK, Netherlands and Labuan branches from the scope of the agreement.
Authorization to complete a contribution in kind of 100% of the GSNIC shares to SCOR US Corporation
Related person: Denis Kessler as Chairman and Chief Executive Officer of your company and as administrator of SCOR Global Life U.S. Re Insurance Company
This Agreement and this parent company guarantee were part of a transaction intended to provide SCOR Global Life U.S. Re Insurance Company (“SGLR”) with additional financial resources so that it could meet the financial coverage requirements stipulated by the American “Triple X” prudential regulations.
At its meeting of 7 November 2006, the Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the extension (i) of the term of the parent company guarantee dated 19 December 2005, issued by your company to ten years; and (ii) the amount of the SCOR’s guarantee to USD 400 million, in line with the new term of coverage by the letter of credit and the new amount of the CALYON global commitment under the terms of the Agreement.
On 30 June 2010 this Agreement was transferred to SCOR Global Life Reinsurance Ireland Limited.
As a result of this transfer, at its meeting of 4 February 2010, the Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the reiteration in favor of Crédit Agricole Corporate and Investment Bank (formerly CALYON) of the guarantee issued previously within the framework of SFS-CALYON Letter of Credit Agreement.
8. With SCOR Global Life SE, SCOR Global P&C SE and SCOR Switzerland AG.
Related persons: Denis Kessler as Chairman and Chief Executive Officer of your company and as Chairman of the Board of SCOR Global Life SE, SCOR Global P&C SE et SCOR Switzerland AG,
Authorization to issue a First Demand Guarantee within the framework of an amendment to the Stand-By Letter of Credit with Deutsche Bank dated 23 October 2008
At its meeting of 4 November 2010, the Company’s Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the issuance by your company, regarding the « Stand-By Letter of Credit Facility Agreement » with Deutsche Bank with a maximum amount of USD 325 millions dated 23 October 2008, of a first demand guarantee. Pursuant to the terms and conditions of this amendment, executed on 30 November 2010, the amount of the credit facitliy has been increased to USD 575 million.
This first demand guarantee is issued for a maximum amount of USD 287,500,000 plus interests, costs and accessories as a guarantee of the commitments of SCOR Global Life SE, SCOR Global P&C SE and SCOR Switzerland AG.
The first demand guarantee was signed on 30 November 2010. It gave rise to no payment in 2010 9. With SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG and SCOR Rückversicherung (Deutschland) AG (absorbed by SCOR Global Life SE on 19 October 2010)
Jean-Claude Seys as administrator of your company and of administrator of SCOR Switzerland AG.
At its meeting of 2 March 2010, the Company’s Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the issuance by your company, regarding the « Stand-By Letter of Credit Facility Agreement » with Société Générale with a maximum amount of USD 400 millions, of a first demand guarantee.
This guarantee is issued for a maximum amount of USD 100 millions plus interests, costs and accessories as a guarantee of the commitments of SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG and SCOR Rückversicherung (Deutschland) AG.
The companies party to this agreement are SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG, SCOR Rückversicherung (Deutschland) AG and your company. The other companies within the Group could equally benefit from this agreement.
The first demand guarantee was signed on 10 June 2010. It gave rise to no payment in 2010.
We have been advised of certain related party agreements and commitments which received prior authorization from your Board after the closing.
With SCOR Global Life SE; SCOR Global P&C SE; SCOR Switzerland AG ; Prévoyance Ré SA ; Irish Reinsurance Partners Ltd (which became SCOR Global P&C Ireland Ltd); SCOR Channel; SCOR Financial Services Ltd; SCOR U.K. Company Ltd; SCOR Perestrakhovaniye ; SCOR Reinsurance Company Ltd (US); General Security Indemnity Company of Arizona; General Security National Insurance Company; Investors Insurance Corporation; SCOR Global Life U.S. Re Insurance Company; SCOR Canada Reinsurance Company ; SCOR Global Life Reinsurance Company of America ; SCOR Reinsurance Asia-Pacific Pte Ltd; SCOR Reinsurance Company (Asia) Ltd ; SCOR Africa Ltd
At its meeting of 7 March 2011, the company’s Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the remuneration of the parent company guarantees issued or to be issued by your company and remuneration of upstream guarantees issued or to be issued to the benefit of your company, at a rate of one for one thousand, on a basis related to technical reserves. The amounts due under the upstream guarantees will be able to be compensated with amounts due under the parental guarantees granted by your company. This decision amends the terms of the authorization rendered during its 18 March 2008 meeting.
At its meeting of 13 November 2007, the Board of Directors authorised the signature of an agreement with BNP Paribas to establish a notional cash-pooling between your company and the European entities of the Group.
The companies party to this agreement are SCOR Global P&C SE and SCOR Global Life SE and your company. The other companies within the Group could equally benefit from this agreement with approval of BNP Paribas.
Generale per l’Italia (branch), SCOR Global Life Iberica Sucursal (branch), SCOR Global P&C Iberica
Sucursal (branch), SCOR Global Life Reinsurance UK Ltd (devenue SCOR Global Life SE – UK Branch)
Contract between your company and its subsidiaries participating in the notional cash-pooling agreement
The Board of Directors’ meeting held on the 18 March 2008 and the 26 August 2008 authorised the signature by its Chief Executive Officer, pursuant to Article L.225-38 of the French Commercial Code, with the power of delegation, the conclusion of legal documentation relating to the notional cash-pooling agreement and in particular, the IntraGroup Cash Management Agreement contract signed on 20 October 2008, by which participating companies give the power to your company for the management of cash-pooling.
3. With SCOR Global P&C SE, SCOR Global Life SE, Irish Reinsurance Partners Ltd (which became SCOR
Global P&C Ireland Ltd); SCOR Channel; SCOR Financial Services Ltd; SCOR U.K. Company Ltd, SCOR
Reinsurance Company Ltd (US); General Security Indemnity Company of Arizona; General Security
National Insurance Company; Investors Insurance Corporation; SCOR Global Life U.S. Re Insurance
5. SCOR SE’s new rule concerning retirement pensions pursuant to Article 39Terms
The aim of this plan is to specify the terms and conditions for the application of an additional pension scheme, put into place by your company, for the benefit of:  the Executive Managers, by virtue of the professional agreement of 3 March 1993, who demanded their activity within the Group, from the day that the beneficiary plan of measures of this additional pension scheme took effect;  the Senior Managers of the Group, who do not have an employment contract but who nevertheless fall within the ARRCO and the AGIRC general social security scheme and supplementary pension schemes, that are in operation in your company, from the day that the present scheme takes effect.
The Board of Directors, at its meeting of 24 May 2007, in accordance with articles L. 225-38 and L. 225-42-1 of the French Commercial Code, and at the recommendation of the Compensation and Nomination Committee, renewed commitments for the benefit of the Chairman and Chief Executive Officer as defined by the Board on 21 March 2006 and as amended by the Board on 12 December 2008, which are described in Appendix B – Report of the Chairman of the Board of Directors on the terms and conditions for preparing and organising the work of the Board of Directors and on internal procedures in accordance with Article L. 225-37 of the French Commercial Code - Part I - Conditions for the preparation and organisation of the work of the Board of Directors of the Company.
20.1 Historical financial information: consolidated financial statements In application of article 28 of the EC Commission Regulation No. 809/2004, the following information is incorporated by reference in this Registration Document: (i) The consolidated financial statements as at 31 December 2009 are included from pages 178 to 263 and the auditors’ report on these consolidated financial statements as at 31 December 2009 is included from pages 264 to 266 of the Registration Document filed with the Autorité des Marchés Financiers on 3 March 2010 under Number D. 10-0085,
The consolidated financial statements for the year ended 31 December 2010 are presented below: 20.1.1 CONSOLIDATED BALANCE SHEETS
Real estate investments Note 5 378 307 Available-for-sale investments Note 6 11,461 9,997 Investments at fair value through income Note 6 40 165 Loans and receivables Note 7 7,898 8,071 Derivative instruments Note 8 94 104
Deferred tax assets Note 19 475 471 Assumed insurance and reinsurance accounts receivable Note 10 3,514 3,307 Receivables from ceded reinsurance transactions Note 10 131 116 Taxes receivable 50 37 Other assets 263 356 Deferred acquisition costs Note 11 763 767
OCEANE financial debt – repayable 1 January 2010 Note 14 - 191
Contract liabilities 21,957 21,126 Insurance contract liabilities Note 16 21,806 20,961 Investment contract liabilities Note 16 151 165
Gross written premiums Note 2 6,694 6,379 Change in unearned premiums (109) (33)
Other income and expense from reinsurance operations (23) 7 Investment income Note 20 690 503
Gross benefits and claims paid (4,782) (4,674) Gross commission on earned premiums (1,408) (1,334) Net results of retrocession Note 21 (160) (136) Investment management expenses Note 22 (33) (35) Acquisition and administrative expenses Note 22 (219) (221) Other current operating expenses Note 22 (131) (116) Other current operating income - -
Financing expenses Note 14 (46) (61) Share in results of associates 11 (1) Negative Goodwill - 14 Corporate income tax Note 19 (36) 47
Attributable to: Non controlling interests 1 1 Group share 418 370
In EUR Earnings per share Note 23 2.32 2.06 Earnings per share (Diluted) Note 23 2.27 2.04
Net cash flow provided by (used in) operations Note 12 656 851
Acquisitions of consolidated entities, net of cash acquired - (43) (Acquisitions)/disposals of real estate investments (65) 73 (Acquisitions)/ disposals or reimbursements of other insurance business investments (630) (1,064) (Acquisitions)/ disposals of tangible and intangible assets (35) (18)
Effect of change in foreign exchange rates on cash and cash equivalents 70 12
Effect of change in foreign exchange rates - - (21) - - - - (21) Taxes recorded directly in equity - - 6 (110) - - - (104) Actuarial gains/losses not recognised in income - - (8) - - - - (8)
Comprehensive income, net of tax - - 350 288 - - 1 639
The consolidated financial statements were presented by Group Management to the Audit Committee. The Management and the Audit Committee report to the Board of Directors, which approved the consolidated financial statements on 7 March 2011.
Special Purpose Entities (SPE) are consolidated where the substance of the relationship is that the SPE is controlled by the Group. The Group sponsors a number of catastrophe bond notes issued by Atlas Special Purpose Vehicles (SPV). The SPVs allow the retrocession of catastrophe losses financed by the issuance of Cat Bonds. In accordance with SIC 12 Consolidation—Special Purpose Entities, these vehicles are not consolidated by the Group as SCOR does not control these Vehicles and does not support any residual risks or benefits of ownership.
The Group has adopted the following new and amended International Financial Reporting Standards and interpretations as adopted by the European Union as of 1 January 2010 resulting in no material impact on the Group’s consolidated financial statements:  Amendment to IAS 39 – Eligible Hedged items published in July 2008, for annual periods beginning on or after 1 July 2009, clarifies how the principles that determine whether a hedged risk or portion of cash flows which is eligible for designation should be applied in particular situations.
The following standards have been issued by International Financial Reporting Standards Board during the year but are not yet effective or have not been adopted by the European Union:  IFRS 9 – “Financial Instruments” Phase 1 issued in November 2009 specifies how an entity should classify and measure financial assets, requiring all financial assets to be classified on the basis of the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial asset and subsequently measured at amortised cost or fair value. The current requirements aim to improve and simplify the approach for classification and measurement of financial assets compared with previous standards. In October 2010, requirements for classifying and measuring financial liabilities were added to IFRS 9. Most of the added requirements were carried forward unchanged from IAS 39, limiting change to that required to eliminate profit and loss volatility arising from the issuer's own credit on financial liabilities measured at fair value under the fair value option. Thus, except for financial liabilities that are held for trading, financial liabilities continue to be measured at amortised cost unless an entity chooses to measure a liability at fair value under the fair value option. The Group has not yet assessed the impact of the new standard. These requirements are applicable for annual periods beginning on or after 1 January 2013, with earlier adoption permitted. This Standard has not yet been endorsed by the EU.
 Amendments to IFRIC 14 – “Prepayments of a minimum funding requirement” interpretation issued in November 2009 sought to remove an unintended consequence arising from the treatment of prepayments in some circumstances when there is a minimum funding requirement. This interpretation is applicable for annual periods beginning on or after January 2011 and is not expected to result in any material impact on the Group’s consolidated financial statements.
applicable retrospectively for annual periods beginning on or after January 2011 and is not expected to results in any material impact on the Group's consoldiated financial statements.
 The improvements to International Financial Reporting Standards issued in May 2010 comprise non-urgent amendments to Standards that will not be included as part of a major project. They are presented in a single document rather than as a series of isolated changes. Unless otherwise specified, these amendments are applicable for annual periods beginning on or after 1 January 2011 (subject to EU endorsement) and are not expected to result in any material impact on the Group's consolidated financial statements.
 Amendments to IFRS 7 - "Disclosures - Transfers of Financial Assets" issued in October 2010 introduces improved disclosure requirements for transfer transactions of financial assets, enhancing existing required disclosures for transferred financial assets that are not derecognised and requiring additional disclosures on an entity's continuing involvement in derecognized assets. The amendments are applicable for annual periods beginning on or after 1 July 2011 (subject to EU endorsement) and are not expected to result in any material impact on the Group's consolidated financial statements.
At each period end, the entity must translate the items on its balance sheet which are denominated in a foreign currency into the functional currency, using the following procedures:  monetary items and non-monetary items classified as fair value through income are translated at end of period exchange rates and the resulting gains and losses are recorded in the income statement;  non-monetary items are translated: - at the exchange rates in effect on the transaction date for items valued at historical cost; or - at end of period exchange rates if they are valued at fair value; and - to the extent that any gains or losses arise, these are directly recorded in shareholders’ equity. In particular this affects foreign exchange differences for available for sale equity securities and exchange differences resulting from the conversion of these items are also directly recorded in shareholders’ equity.
 the gains and losses resulting from the translation of net foreign investment hedges are recorded in shareholders’ equity. They are recognised in the income statement upon the disposal of the net investments.
Gains or losses arising from the de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the income statement when the asset is derecognised.
The VOBA refers to life reinsurance portfolios acquired in a business combination. VOBA is capitalised as the present value of the stream of expected future cash flows. These estimates include the future technical result, and the future investment income less deductions for future administration expenses. The present value calculations are based on assumptions and risk discount factors relevant at the date of acquisition. The VOBA is amortised over the lifetime of the underlying reinsurance portfolio and is subject to impairment testing. The amortisation pattern of VOBA is reviewed annually.
Real estate currently held by the Group is classified as investment property. Some buildings may be partially occupied by entities of the Group. Properties, including properties used by the Group, are recognised at cost, net of accumulated depreciation and impairment losses. Depreciation is recorded on a straight-line basis over the useful lives of the assets as follows: Category Useful life
Land Indefinite (not depreciated) Buildings Building structure and exterior 30 – 80 years Insulation 30 years Technical installations 20 years Fixtures and fittings 10 to 15 years
Annually each building is subject to an in-depth analysis of its market value or “fair value” by an independent appraiser. The fair value is calculated using a discounted cash flow model and considers rental status, completeness of construction and renovation work, as well as recent developments within the local real estate market. If the fair value is below the carrying amount, the related impairment losses are recognised in the income statement. The impairment
Available-for-sale assets include non derivative assets that are either classified as available for sale or not allocated to another category.
Interest on debt instruments is calculated in accordance with the effective interest method, which includes the amortisation of premiums/discounts and is recorded in the income statement.
Cash and cash equivalents comprise cash, net bank balances and short-term deposits or investments with a maturity less than or equal to three months at the date of purchase or deposit. Money market funds are also classified as cash equivalent, though only to the extent that fund invested assets qualify as cash equivalent, or there are strict fund management policies and limits that lead the funds to qualify as cash equivalent.
These items comprise the various subordinated or unsubordinated bonds issued by the Group. These loans are classified as financing debts, in accordance with IAS 32 - Financial Instruments: Presentation.
Where the Group has embedded derivatives included in its convertible debt securities, the option relating to the conversion into shares is separated from the host borrowing contract and recognised separately in equity and is not subsequently reassessed.
A material embedded derivative is separated from the host contract and is recognised as a derivative:  when its economic features and risks are not closely linked to the economic features of the host contract;  where the embedded instrument has the same conditions as a separate derivative instrument; and
Where the embedded derivative represents a significant part of the instrument and cannot be separated from the host contract, the hybrid instrument is treated as an instrument held for trading. Gains and losses resulting from variations in the fair value of the hybrid are recognised in the income statement in the period during which they occur.
Hedges of net investments in a foreign operation are recorded as follows:  the portion of gains or loss on the hedging instrument considered as the effective portion of the hedge is recorded directly in shareholders’ equity;  the ineffective portion of the hedge is recognised in the income statement.
For units in unit linked-trusts, shares in open-ended investment companies and derivative financial instruments (including real estate, interest rate and mortality swaps, options, etc.), fair value is determined by reference to either published bid-values, or modelled values which incorporate market inputs within the valuation assumptions.
Similarly, the Group values certain derivative investments, namely the mortality and real estate swaps and S&P options, using internal valuation techniques based on observable market data.
For available-for-sale equity securities which are listed on an active market, a line-by-line analysis is performed when there has been a fall in fair value as compared to the initial purchase price of more than 30%, or a consistent unrealised loss over a period of more than twelve months. The different factors considered in this analysis include the existence or not of significant adverse changes in the technological, market, economic or legal environment in which the issuer
Any impairment reversals in respect of equity instruments classified as available-for-sale are not recognised in the statement of income. Reversals of impairment losses on debt instruments classified as available-for-sale are reversed through the income statement if the increase in fair value of the instrument can be objectively related to an event occurring after the impairment losses were recognised in the statement of income.
Provisions are recognised when the Group has a present legal, contractual or constructive obligation as the result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.
Where the Group expects the provision to be reimbursed for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is probable.
The reinsurance contracts assumed and retroceded by the Group are subject to different IFRS accounting rules depending on whether they fall within the scope of IFRS 4 - Insurance Contracts or IAS 39 - Financial Instruments: Recognition and Measurement.
The Group maintains reserves to cover its estimated liability for claims related to known events or events incurred but not yet reported (IBNR). The reserves are reviewed by management during the year, using new information as soon as it is available and the reserves are adjusted if necessary. Management considers many factors when establishing reserves, including:  information from ceding companies;  historical developments, such as reserve patterns, claims payments, number of claims to be paid and product mix;  internal methods to analyse the Group’s experience;  most recent legal interpretations concerning coverage and commitments;  economic conditions;  biometric developments such as mortality and morbidity and
However, it is difficult to accurately value the amount of reserves required, especially in view of changes in the legal environment, including civil liability law, which may impact the development of reserves. While this process is complicated and subjective for the ceding companies, the inherent uncertainties in these estimates are even greater for the reinsurer, primarily because of the longer time period between the date of an occurrence and the request for payment of the claim to the reinsurer, the diversity of contract development schemes, whether treaty or facultative, dependence on the ceding companies for information regarding claims, and differing reserve practices among ceding companies. In addition, trends that have affected development of liabilities in the past may not necessarily occur or affect liability development to the same degree in the future. Thus, actual losses, and policy benefits may deviate, perhaps significantly, from estimates of reserves reflected in the Group’s consolidated financial statements.
Share of retrocessionaires in insurance and investment contract liabilities are calculated according to the contractual conditions on the basis of the gross technical reserves. Allowances are established for any specific expected credit risks.
In Life Reinsurance policy linked liabilities include mathematical reserves, unearned premium reserves and claim reserves.
Unearned premium reserves are related to written premiums receivable but allocated to future risk periods.
Non Life gross premiums written and earned are based upon reports received from ceding companies, supplemented by the Group’s own estimates of premiums written and earned for which ceding company reports have not yet been received. Differences between such estimates and actual amounts are recorded in the period in which the estimates are
IFRS 4 provides for the separation of embedded derivatives in insurance contracts, particularly when these hybrid contracts are not assessed at fair value through income and when the features of the embedded derivatives are not closely linked with the features and risks of the host contract, and when the embedded derivative meets the definition of a derivative instrument. Embedded derivatives which meet the definition of an insurance contract are not separated.
For defined contribution plans the employer pays fixed contributions into a separate entity, with no legal or constructive obligation to pay further contributions. As a result, only contributions paid or due for the financial year are charged to the Group’s income statement as administrative expenses.
Defined benefit plans are those where a sum is paid to the employee upon retirement, which is dependent upon one or several factors such as age, years of service and salary. Defined benefit obligations and contributions are calculated annually by independent qualified actuaries using the projected unit credit method. The obligation recognised on the balance sheet represent the present value of the defined benefit obligation at the balance sheet date, less the market value of any plan assets, where appropriate, both adjusted for actuarial gains and losses and unrecognised past service cost.