This document is a free translation in English for information purposes only of the “Document de Référence” drafted in French and fi led with the AMF on 5 March 2009 under number D.09-0099.
On the date of the Shareholder’s Meeting called to approve the fi nancial statements of the fi nancial year ending 2.1.1 PRINCIPAL AUDITORS
Non-Life reinsurance business represents approximately 53% of SCOR’s business, compared to 47% for Life reinsurance business based on 2008 gross written premiums.
Pricing guidelines and parameters are set to provide consistency and continuity across the organisation but also taking account of the differences between lines of business as well as the geographical location of the client and the risks insured. Parameters are revised at least once a year to consider, as the case may be, the latest market conditions and environment. Contracts that meet certain risk thresholds are subject to mandatory peer reviews that have to be performed and documented before the pricing is completed. SCOR Global P&C employs a data system which allows management to monitor and review the results from the pricing tools.
SCOR Global Life is also exposed to risks related to the policyholders ’ behaviour. This includes risks such as fraudulent applications, anti-selection at policy issue detrimental to the insurer, lapsation, or the exercise of early cancellation options by the policyholder varying from the rates expected.
As a consequence of the diffi culties exposed above in connection with the correct reserving of risks and their annual revision in Life and Non-Life, there can be no assurance that the Group will not have to increase its reserves in the future, which could materially impact its current and future revenues, net income, cash fl ow and fi nancial position.
and/or a prohibition on obtaining new lines of credit or result in the need to negotiate in adverse conditions new LOC facility, which could in some cases have an adverse effect on our revenues, net income, cash fl ow and fi nancial position.
Certain risks relating to recently acquired companies may not yet be known
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 benefi ciary reaches this age limit.
SCOR is mainly exposed to the following credit risks: (a) Bond portfolios
In order to reduce such risks, SCOR’s exposure on each cedent is limited through its underwriting policy defi ned each year.
For the consolidated net position of assets and liabilities by currency, and for an analysis of sensitivity to exchange rates, refer to Section 20.1.6 - Notes to the consolidated fi nancial statements, Note 27 – Insurance and fi nancial risk.
Acquisition costs, including commissions and underwriting costs, as well as the value of business acquired (“VOBA”) for life reinsurance, are recognised as assets subject to the profi tability of the contracts. They are amortised on the basis of the residual term of the contracts in Non-Life, and on the basis of the pattern of recognition of future margins for Life contracts. As a result, the assumptions considered concerning the recoverable nature of the deferred acquisition costs, are affected by factors such as operating results and market conditions. If the assumptions for recoverability of deferred acquisition costs or VOBA are incorrect, it would then be necessary to accelerate amortisation, which could have a substantial negative effect on our net income and fi nancial position.
Details of intangible assets and recent acquisitions are included in Section 20.1.6 - Notes to the consolidated fi nancial statements, Note 3 - Acquisitions and Note 4 - Intangible assets.
proceedings described above could have a material adverse impact on the revenues, net income, cash fl ow and fi nancial position of the Group.
The total purchase price for the acquisition of 100% of the equity capital of Revios was EUR 605 million in 2006. SCOR moreover reimbursed EUR 50 million of Revios’ outstanding subordinated debt to GLOBALE Rückversicherungs-AG.
On 19 February 2007, SCOR announced that it had irrevocably secured 32.94% of the capital of Converium. The acquisition of the 32.94% stake in Converium was achieved through market purchases (8.3%) and the acquisition of blocks of shares from Patinex AG (“Patinex”) and Alecta pensionsförsäkring, ömsesidigt (“Alecta”), representing respectively 19.8% and 4.8% of Converium ’s share capital. These blocks were acquired by purchase and contributions in-kind pursuant to share purchase agreements (the “Share Purchase Agreements”) and contribution treaties (the “Contribution Treaties”) executed between SCOR and Patinex, on the one hand, dated 16 February 2007, and between SCOR and Alecta, on the other hand, dated 18 February 2007, with compensation consisting of 80% SCOR shares and 20% cash.
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 offi ces in Asia and Europe. This restructuring was completed in November 2007 for the North American activities of SCOR Global Life, now regrouped in Dallas (Texas) and Montreal (Canada).
Sources of fi nancing relating to future investments by the Company and its property, plant and equipment
12.1.1.6 Stable volume for Non-Life in 2009; expected net combined ratio below 98%
Other offices and positions Director: - BNP Paribas S.A. (France)* - Bolloré (France)* - Dassault Aviation (France)* - Invesco Ltd (U.S.)* - Dexia S.A. (Belgique)* - Fonds Stratégique d’Investissement (France)
Non-Voting Director: - FINANCIERE ACOFI SA (France) - GIMAR FINANCE & CIE S.C.A. (France)
(1) Member of the Strategic Committee. (2) Member of the Risk Committe (3) Member of the Accounting and Audit Committee.
Daniel Lebègue, a French citizen, has been Chairman of the French National Treasury, Chief Executive Offi cer of BNP and Caisse des Dépôts et Consignations, Chairman of the Supervisory Board of CDC IXIS and Chairman of Eulia. He currently serves on the Boards of Directors for various companies and is the Chairman of the French Institute of Directors (Institut Français des Administrateurs – IFA).
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 Offi cer of UNIQA Versicherung A.G.
(1) Benjamin Gentsch was previously an executive at Converium since 2002. (2) Paolo De Martin had previously been an executive at Converium since 2006.
Victor Peignet 51 Chief Executive Offi cer of SCOR Global P&C SE
The following table presents the components of the actual gross compensation paid in 2008 and 2007 to the members of the Executive Committee (other than the Chairman and Chief Executive Offi cer).
Gilles Meyer None 12,550 14/09/2006 18.30 229,665 15/09/2010 to 14/09/2016 17 | EMPLOYEES
The table below presents the share allocation plans awarded to the members of the Executive Committee on the date of the Document de Référence.
Victor Peignet 2004 Plan – Tranche A 7,500 14.40 108,000 10/01/2005
The following table provides an overview of the primary defi ned benefi ts pension schemes in place in the Group.
The pension schemes serve the purpose of supplying benefi ts 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
18.1 Signifi cant 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 identifi able share bearers (titres aux porteurs identifi ables – TPI) conducted by the Company as at 31 December 2008): 31/12/2008 Number of shares % of capital % voting rights (1)
(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.
L.225-38 of the French Commercial Code. The contract was signed on 4 July 2006 with retroactive effect on 1st January 2006.
At its meeting of 13 November 2007, the Board of Directors of the Company authorised and approved, pursuant to Article L.225-38 of the French Commercial Code, the signature of the amendments to the retrocession contracts signed by SCOR SE and its subsidiaries SCOR Global Life SE and Global P&C SE on 4 July 2006.
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 Offi cer as defi ned by the Board on 21 March 2006, and as amended by the Board on 12 December 2008, which are described in the Report of the Chairman of the Board of Directors on the conditions for the preparation and organisation of the work of the Board of Directors and the internal control procedures compliant with Article L.225-37 of the French Commercial Code.
The Directors concerned by this agreement are Denis Kessler and Patrick Thourot.
Goodwill Note 4 787 777 Value of business acquired Note 4 607 705 Other intangible assets 70 93
In conformity with IAS 1, the Group has opted to present its expenses by function on the income statement. The costs are allocated to fi ve categories (acquisition costs, claims settlement expenses, administrative expenses, investment portfolio management expenses and other underwriting expenses) based on allocation keys which are to management ’s judgment.
Following the acquisition of Converium, the Group is required to account for the year end fi gures relating to its participations at Lloyds for the fi rst time in 2008 and consequently adds the following accounting policy: Participations at Lloyd’s: Participations in syndicates operating at Lloyd’s of London are accounted for on an annual accounting basis with a delay due to the transmission of information from syndicates that it does not control. The Company recognises its proportionate share of the syndicates insurance and reinsurance premiums as revenue over the policy term, and claims, including an estimate of claims incurred but not reported. On the closure of an underwriting year, typically three years after its inception, syndicates reinsure all remaining unsettled liabilities into the following underwriting year, a mechanism known as Re-Insurance To Close (“RITC”). If the Company participates on both the accepting and ceding years of Account and has increased its participation, RITC paid is eliminated, as a result of this offset, leaving an element of the RITC receivable. This refl ects the fact that the Company has assumed a greater proportion of the business of the syndicates. If the Company has reduced its participation from one year of account to the next, the RITC receivable is eliminated, leaving an element of RITC payable. This refl ects the reduction in the Company’s exposure to risks previously written by the syndicates. The Company recognises Lloyds RITC in claims and policy benefi ts to ensure consistency with similar transactions recognised in accordance with IFRS and, present a true and fair view, rather than an adjustment to gross written premium as per Tech 1/99 (UKGAAP).
The fi nal dividend on ordinary shares is recognised as a liability when it has been approved by shareholders at the annual general meeting.
Total other current income and expenses (2,808) (3,098) 20 (5,886) (2,618) (2,300) 11 (4,908) CURRENT OPERATING RESULTS 145 206 - 351 162 415 - 577 Other operating expenses - (4) - (4) - (1) - (1) Other operating income 1 - - 1 - - - - OPERATING RESULTS 146 202 - 348 162 414 - 576
The movement in the goodwill during the year ended 31 December 2008, including the impact of the fi nalisation of the accounting on the 31 December 2007 published information is as follows: Goodwill calculation in relation to 98.06% interest acquired on 8 August 2007
The initial accounting for the acquisition of Converium was fi nalised effective 8 August 2008. During the fi nalisation of the accounting for the acquisition, the fair value of the net assets acquired initially increased EUR 23 million from 8 August 2007 to 31 December 2007 and were subsequently reduced by EUR 201 million between 31 December 2007 to 8 August 2008. The adjustments made during 2008 include the de-recognition of the Non Life customer relationship intangible asset of EUR 78 million. The Group concluded that due to the nature of the insurance market and the successful integration of Converium that such asset does not meet the control and separability criteria to follow recognition under IFRS 3. The adjustments also included the strengthening of the GMDB reserves following a detailed review of the model and the refi ned of assumptions which increased goodwill by EUR 67 million. The class action settlement and other adjustments, including tax impacts amounted to EUR 56 million.
Open market purchases of 3,459,075 SCOR shares 53 Change in share price to 24 October 2008 (14) Fair value of SCOR shares at acquisition date 39 Expenses directly attributable to the acquisition 1 Total cost of 100% interest in Prévoyance Ré as at 31 December 2008 40
In order to estimate the fair value of SCOR Global P&C and SCOR Global Life for purposes of impairment testing, SCOR uses a discounted cash fl ow model comprised of an earnings model, which considers forecasted earnings, and other fi nancial ratios of the reportable segment based on board approved business plans which incorporates key drivers of the underwriting results. Business plans include assessments of gross and net premium expectations, expected loss ratios and expected expense ratios over a 3 year time horizon together with actuarial assumptions such as the coeffi cient of variation on ultimate net reserves together with assumptions as to mean time to payment of existing reserves and future business. SCOR uses Euro risk free interest rates and the estimated SCOR Global cost of capital (10.38%) as derived from the Capital Asset Pricing Model (“CAPM”) for discounting purposes. SCOR also uses conservative growth rate assumptions in its valuation models for the calculation of net premium value ad infi nitum.
The amortisation charge associated with other intangibles with fi nite lives was EUR 7 million and EUR 2 million for the years ended 31 December 2008 and 2007 respectively.
The movements in the real estate investments is analysed as follows: In EUR million Real estate investments Finance Leases Total
(1) Excluding real estate investments which are carried at cost net of accumulated depreciation and impairment (see note 5) and fi nancial debt which is recorded at amortised cost (see note 14).
The Group analyses its unrealised losses on equity securities as follows: In EUR million As at 31 December 2008
Due to the lack of liquidity in the property derivatives market, SCOR values these swaps using an internal model based on market inputs.
Gross receivables from ceding companies 150 448 598 162 272 433 Provision for bad debts (2) (17) (19) (4) (12) (16)
On the fi nalisation of the purchase accounting exercise SCOR increased its estimate on the settlement of the class action law suit by EUR 59 million. See Note 28 – Litigation for further details on the class action settlement.
SCOR Global Life does not hold any funds linked to this type of contract. These assets remain with the originating ceding companies.
These plans are pre-fi nanced via payments to external organisations which are separate legal entities.
Liability (gains)/losses due to change in assumptions 3 (2) 4 1 (8) (7) 2 (3)
The fair value of options and share subscription are estimated by using the binomial method which takes into account the terms and conditions under which the options were granted. The following table lists the characteristics used at the end of 2008 and 2007: 10 September Plan 22 May Plan 13 September Plan
Rental income from real estate investments 29 28 Dividends 38 17 Interest income on investments 347 334 Other income (mainly cash and cash equivalent) 93 61 Ordinary investment income 506 440 Realised gains and losses on investments 87 117 Unrealised gains and losses on investments (45) 14 Investment impairment (2) (270) (3) Real estate depreciation (13) (8) Other investments expenses (20) (9) Net investment income excluding deposit and currency items 244 551 Interest income on funds withheld and contract deposit 233 194 Interest expense on funds withheld and contract deposit (18) (25) Currency gains (losses) 7 7
The table below shows the net results of retrocession: In EUR million SCOR
Staff costs (207) (164) Taxes other than income taxes (18) (19) External charges for services (149) (169)
SCOR SE provides services and benefi ts to its subsidiary companies operating in France and worldwide as follows: Provision of technical support in relation to risk management information technology and reinsurance services. Services are charged for annually on an arms length basis.
SCOR SE France 100.00 100.00 100.00 100.00 Parent SCOR Global P&C SE France 100.00 100.00 100.00 100.00 Full SCOR Global Life SE France 100.00 100.00 100.00 100.00 Full SCOR Financial Services Ireland 100.00 100.00 100.00 100.00 Full SCOR Global Life U.S. Re Insurance Company United States 100.00 100.00 100.00 100.00 Full SCOR Life Insurance Company United States - - 100.00 100.00 Full Investors Insurance Corporation United States 100.00 100.00 100.00 100.00 Full SCOR Holding (Switzerland) AG Switzerland 100.00 100.00 98.06 98.06 Full SCOR Switzerland AG Switzerland 100.00 100.00 98.06 98.06 Full Converium Finance SA Luxemburg 100.00 100.00 98.06 98.06 Full
For the business written in the United Kingdom, Scandinavia, United States (traditional, non-savings products) and France (excluding Long Term Care), valuation interest rates are lockedin based on a prudent estimate of the expected rate earned on assets held less a provision for adverse deviation.
interest sensitivities. Finally, for lines of business where there are interest sensitivities at the level of the ceding company and for which no direct information on these sensitivities is submitted to SCOR level (e.g. the bodily injury portion of automobile), SCOR considers that the information provided by the ceding company is not necessarily representative of the evolution in interest rates. The IBNR calculations performed by SCOR using methods other than the loss ratio method do not represent a material portion of the recorded reserves and therefore the sensitivity is not considered material.
(4) The reduction in equity represents the estimated net asset impact independently to the amount of impairment recognised in the profi t and loss account. (5) Net of tax estimated at 25%.
An unfavorable outcome of one or more of the class action lawsuits or regulatory investigations involving entities of the former Converium Group described above could have a material adverse effect on the Group’s financial condition and results of operations.
Our work consisted in assessing the data and assumptions used, reviewing the company’s calculations and verifying that the information in part 20.1.6.1 “pension obligations and related benefi ts”, and Notes 15 to the consolidated fi nancial statements are appropriate.
Pursuant to the eighteenth resolution passed by the Extraordinary Shareholders’ Meeting of the Company on 7 May 2008, which decided to authorize the Board of Directors to reduce the share capital by cancellation of treasury shares, the Board of Directors of SCOR, on 3 March 2009, decided to reduce the share capital of SCOR of EUR 1,020,375.11 through the cancellation of 129,539 treasury shares, each with a par value of EUR 7.8769723.
Refer to: Section 15.1.3 – Compensation in the form of options or freely allocated shares plans,
(3) On 3 January 2007, SCOR executed a reverse stock split. In a decision on 2 January 2007, the Chairman and Chief Executive Offi cer of SCOR noted share capital of EUR 932,673,756 versus EUR 932,673,759 until that date because of the adjustment to fractional shares. (4) This capital increase was intended to remunerate the in-kind contribution made to the Company by PatinexAG, a Swiss joint stock company, of 23,216,280 registered shares of Converium Holding AG stock. – For more information on this in-kind contribution of stock, refer to Section 5.2.1.2 - Public offer upon the Converium shares. This contribution was described an E document registered by the AMF on 10 April 2007 under number E.07-032 and a supplemental E document registered by the AMF on 23 April 2007 under number E.07-039.
(5) This capital increase was intended to remunerate the in-kind contribution made to the Company by the pension fund Alecta pensionsförsäkring, ömsesidigt (“Alecta”), a Swedish pension fund, of 5,680,000 registered shares of stock in Converium Holding AG – For more information on this in-kind contribution of securities, refer to Section 5.2.1.2 - Public offer upon the Converium shares. This contribution was described in an E document registered by the AMF on 10 April 2007 under number E.07-032 and a supplemental E document registered by the AMG on 23 April 2007 under number E.07-039. (6) This capital increase was intended to issue and list for trading the shares of the Company to be remitted in exchange for the shares of Converium Holding AG stock tendered in the combined tender/exchange offer made by the Company for the registered shares of Converium Holding AG stock held by the public. This capital increase was performed pursuant to Swiss legal and regulatory provisions and was described in an offering prospectus published and fi led with the Swiss Commission des Offres Publiques d’Acquisition (“COPA”) on 5 April 2007 – For more information on this capital increase, refer to Section 5.2.1.2 - Public offer upon the Converium shares. This capital increase was described in (i) an offering notice approved by the AMF on 10 April 2007 under number 07-115, (ii) a supplemental notice approved by the AMF on 23 April 2007 under number 07-131, and (iii) a second supplemental notice approved by the AMF on 12 June 2007 under number 07-183. (7) This capital increase was intended to pay the contribution in kind of the SCOR Holding (Switzerland) AG’s shares to SCOR by the minority shareholders in the framework of the cancellation proceedings of the SCOR Holding (Switzerland) AG’s shares not held by the Group – For more information on this operation and this cancellation proceedings, refer to Section 5.2.1.3 - Cancellation of the shares of SCOR Holding (Switzerland).
Subject to the terms and conditions set forth by the legal and regulatory provisions in force, shareholders may send their proxy voting forms or remote voting forms concerning any Shareholders ’ Meeting either in paper format or, if approved by the Board of Directors, by an electronic means of communication. For instructions issued by shareholders via electronic means including proxy instructions or for electronic remote voting forms, the capture and electronic signature of the shareholder may be carried out directly, if applicable, on the dedicated website set up by the Company, by any reliable identifi cation process that safeguards the link between the signature and the form as determined by the Board of Directors and in accordance with the conditions defi ned by the legal and regulatory provisions in force.
Refer to: Section 20.1.6 – Notes to Consolidated Financial Statements Note 26, Commitments received and granted and Note 27: Insurance and fi nancial risk.
Like all Life reinsurers in the U.S. market, SCOR Global Life Rückversicherung AG (formerly Revios) has utilised offshore retrocession agreements in order to better manage its capital requirements, especially those imposed by the so-called Triple X regulations. When a U.S. ceding entity retrocedes risks to a nonU. S. reinsurance entity, U.S. legislation requires that a guarantee be provided for the benefi t of the U.S. ceding company in order for it to reduce its statutory reserve liabilities. In the past, Revios has relied on the use of short term Letters of Credit (“LoC”) for this purpose.
Date Sujet 27 May 2008 Schedule 13E – 3 – Going private transaction by certain issuers, amendment No. 4 (SCOR Holding (Switzerland) Ltd.) Press Release 2 May 2008 Prospectus – Post effective amendment NO. 1 to the Form 6 18 April 2008 Schedule 13E – 3 – Going private transaction by certain issuers, amendment No. 3 (SCOR Holding (Switzerland) Ltd.) 11 March 2008 Schedule 13E – 3 – Going private transaction by certain issuers, amendment No. 2 (SCOR Holding (Switzerland) Ltd.) 29 January 2008 Schedule 13E – 3 – Going private transaction by certain issuers, amendment No. 1 (SCOR Holding (Switzerland) Ltd.) 25 January 2008 Schedule 13E - 3 – Going private transaction by certain issuers (SCOR Holding (Switzerland) Ltd.) 7 January 2008 15F-12B Securities registration termination of foreign private issuers 28 | PUBLISHED INFORMATION
Pursuant to the provisions of article R.332-18 of the French Insurance Code, accounts not yet received from ceding companies at the end of the fi nancial year are estimated, in order to better refl ect SCOR’s reinsurance commitments in the fi nancial statements. This method is used for the majority of the contracts signed during the current and previous fi nancial years.
SCOR determines the amount of loss reserves at the end of the ear at a level which covers the estimated amount of its commitments as well as estimated claims management costs for both reported and unreported claims (net of estimated recovery and subrogation). These reserves, which pertain to all claims, reported or unreported, are evaluated on the basis of their undiscounted “ultimate” cost. Ultimate claims expense for a contract is estimated based on statistical experience for similar policies.
Premium portfolio entries based on the accounts of ceding companies offset the risk on accounts managed by accounting year. Premium portfolio entries represent the portion of unearned premiums paid at the start of the contract and the fi nancial year while the risk relates to previous years. Likewise, premium portfolios ceded represent the portion of unearned premium at the end of the fi nancial year and of the contract. Premium portfolio entries and withdrawals are included in the premium written and are an integral part of premium income. Portfolio movements are recorded as premium and claim portfolio entries or cessions.
The advance granted by SCOR to SCOR Global Life for the fi nancing of the Revios acquisition is EUR 505 million at 31 December 2008 compared to EUR 502 million in 2007.
Deposits and security bonds 38 20 18 Equipment, furniture, fi ttings and fi xtures 14 9 23
Additional paid-in capital 988 (74) 9 923 Re-valuation reserves Other reserves
SCOR, as an individual has a tax defi cit company (in the absence of a tax consolidation the tax charge would be nil) and therefore the corporate tax gain of EUR 11 million relates to the contribution of the subsidiaries which are consolidated for tax purposes of which EUR -1 million relates to 2007.
Natexis: USD 125 million (EUR 89 million) for the WTC loss.
In consideration of its commitments relating to technical reserves, SCOR has granted letters of credit in the amount of EUR 184 million to cedents (of which USD 249 million or EUR 178 million in favor of Allianz for the WTC claim), compared to EUR 310 million in letter of credit capacity received from banks.
The USD 200 million cat bond is divided into three series of notes: USD 50 million Series 1 (rated B+ by Standard & Poor’s), USD 100 million Series 2 (B+) and USD 50 million Series 3 (B). The notes collectively offer blended coverage for subsequent events.
On 9 January 2009, plaintiff Michael Rubin fi led an appeal with the Second Circuit Court of Appeals of (i) that portion of the District Court’s 28 December 2006 Order dismissing plaintiffs’ Securities Act claims as untimely; (ii) that portion of the District Court’s 28 December 2006 Order denying plaintiffs’ motion to amend the complaint; and (iii) the Districts Court’s 12 December 2008 Order and Final Judgment. Because Rubin has appealed the District Court’s 12 December 2008 Order and Final Judgment, the settlement with the Class is not yet fi nal.
A list of the members of the Company’s Board of Directors in 2008 features in the table below: Name Age Citizenship Date of appointment
G. Chodron de Courcel, Non voting director 58 French 15/05/2003 2009 31/05/2005 and 24/05/2007
Upon request, Directors are entitled to training on the specifi c nature of the Company, their business lines and their area of activity. They agree to regularly attend meetings of the Board, Committees of which they are members and the General Shareholders’ Meetings. Finally, they are obliged to voice their opposition when they believe that a decision taken by the Board of Directors could be harmful to the Company.
During the course of the fi nancial year 2008, the Company’s Board of Directors held eight meetings on the following dates: Tuesday 18 March; Wednesday 7 May, two Board Meetings, the fi rst preceding the Annual General Meeting and the second following it; Thursday 5 June; Tuesday 26 August; Thursday, 16 October; Thursday 13 November; Friday 12 December.
(1) Mr Andreck has served as Director since 7 May 2008. (2) Mr Simonnet resigned from his mandat on 18 March 2008.
Antonio Borgès 100 Daniel Lebègue, Chairman 100 André Lévy-Lang 83 Daniel Valot 83
Certain Directors or the Non-Voting Director of SCOR are also members of the Boards of Directors for the Group’s subsidiary companies and as a result of this, received Directors’ fees in 2008.
At its meeting on 18 April 2002 and in compliance with Article L. 225-51-1 of the French Commercial Code and Article 16 of SCOR’s bylaws (“Executive Management”), the Board of Directors of the Company decided that the management of the Company will be carried out under his responsibility by the Chairman of the Board of Directors, with the title of Chairman and Chief Executive Offi cer, who may be assisted by a Deputy Chief Executive Offi cer.
The Group’s decision made in 2007 to create an organisation around six “hubs” (Paris, Zurich, Cologne, London, Singapore and New York), each hub having local, regional and group responsibilities which enables: the operational structures and support functions to be optimised by creating service entities in charge of managing pooled resources: information systems, human resources etc. in the Group’s main locations. These service entities are distinct from the underwriting units which fall directly within SCOR Global P&C and SCOR Global Life, several Group functions to be carried out in a geographical location other than Paris and to benefi t fully from the competences within different locations.
This process aims to review extreme scenarios, of major identifi ed risks, in working groups.
The Group’s “support” functions comprise both Risk Management, Treasury, budget & forecasting and those relating to legal and tax issues, information systems, human resources and general service departments. These include: the Group Risk Management Department which, as well as managing ERM-related projects and performing a second-level control over reinsurance underwriting as mentioned above, is responsible for the placement, management and coordination of the Group’s insurance policies; the Group Treasury Department manages the Group’s cash fl ow, directly or indirectly and carries out a weekly centralised reporting of the Group’s cash situation. A quarterly reconciliation is carried out with the accounting fi gures; control of the Group’s information systems is provided by the Group Information Systems Department. This department is of crucial importance for SCOR, having developed a worldwide information system since 1995, which integrates underwriting operations, accounting (technical, general, consolidated), financial management and marketing (constitution of a database of SCOR’s clients). A largescale reinsurance administration systems migration project was completed in 2008, allowing this single reinsurance information system to be used by all the Group’s recently acquired reinsurance entities. A Group manager has been