Board Committees

The roles of the Board Committees

The Board may establish committees for specific topics, terms of reference and rules with respect to delegated tasks, responsibilities and reporting to the Board. Except for the Remuneration Committee, the Board constitutes such committees from among its members at its own discretion. The members of the Remuneration Committee are elected by the shareholders’ meeting. The committees assist the Board in performing its duties. They discuss and propose matters to the Board in order that it may take appropriate actions and pass resolutions unless they are authorized to take resolutions in specific areas on their own.

Standing committees

Board has the following standing committees, which regularly report to the Board and submit proposals for resolutions to the Board.

Governance, Nominations & Sustainability Committee
Remuneration Committee
Audit Committee
Risk and Investment Committee

The Governance, Nominations & Sustainability Committee

Key tasks and responsibilities: In general, the Governance, Nominations & Sustainability Committee

supports the Board, in line with the Group’s commitment to good corporate governance, sustainable business conduct and value creation, by establishing best practices in corporate governance across the Group with a view to ensuring that the shareholders’ and other important stakeholders’ rights are fully protected

assists the Board in setting an appropriate tone at the top to promote key values and behaviors, and to ensure a sound and open culture throughout the organization

develops and proposes guidelines to the Board for corporate governance and reviews them

ensures compliance with corporate governance disclosure requirements and legal and regulatory requirements

is entrusted with succession planning for the Board, the Group CEO and members of the ExCo. It proposes the principles for the nomination and ongoing qualification of members of the Board and makes proposals to the Board on the composition of the Board, the appointment of the Chairman, the Vice-Chairman, the Group CEO and members of the ExCo. Final decisions for nominations and appointments are made by the Board, subject to shareholder approval, where required. When identifying and proposing candidates as new Board members, preserving and increasing of the Board’s diversity is a key consideration. This includes diversity in many respects, and goes beyond gender, to include culture, technical and interpersonal skills, education and viewpoints, experience, nationality and a variety of backgrounds, which should enable the Board to meet the Group’s current and future challenges. Apart from specific qualifications, every candidate should possess integrity, be of good standing, and be capable and available to fulfill his or her duty of care by serving, in close collaboration with the other Board members, the best interests of the Group’s stakeholders

reviews the system for management development and supervises progress made in succession planning

reviews and approves the Group’s sustainability strategy and objectives

reviews and proposes to the Board for approval targets on matters related to environmental, social and governance (ESG) that have a material impact on business strategy, underwriting or business performance

The Governance, Nominations & Sustainability Committee, which meets at least twice a year, consists of the following non-executive directors:

Liès, Michel (Chairman)
Carnwath, Dame Alison
Franz, Christoph
Hayman, Jeffrey
Mächler, Monica

The Remuneration Committee

Key tasks and responsibilities: In general, the Remuneration Committee

regularly evaluates the Group’s remuneration architecture and Zurich’s remuneration rules and proposes amendments to the Board, which is responsible for the design, implementation and monitoring of the Group’s remuneration framework (further details of the Group’s remuneration framework, including the remuneration philosophy and the remuneration governance are set out in the remuneration report on pages 81 to 113 of the Annual Report 2018)

reviews and proposes to the Board annually the terms of remuneration of the members of the Board

based on Zurich’s remuneration rules, reviews and proposes to the Board the terms and conditions of employment of the Group CEO and reviews those of other members of the ExCo, as proposed by the Group CEO, including the annual review of performance objectives and performance against these objectives, before submitting them to the Board for approval

liaises with the Group CEO on other important matters related to employment, salary and benefits

reviews and proposes to the Board the total variable remuneration pool, reviews the performance related to short-term and long-term incentive plans (STIP and LTIP), and also makes a qualitative assessment of the performance

reviews and makes proposals to the Board for submission to the AGM on the approval of the Board’s and ExCo’s remuneration

discusses the regulatory environment and risk management aspects regarding remuneration, and prepares the remuneration report annually in accordance with applicable laws and regulations

The Remuneration Committee, which meets at least two times a year, consists of the following non-executive directors:

Franz, Christoph (Chairman)
Bessant, Catherine
Liès, Michel
Mahbubani, Kishore

The Audit Committee

Key tasks and responsibilities: In general, the Audit Committee

serves as a focal point for communication and oversight regarding financial accounting and reporting, internal control, actuarial practice, and financial and regulatory compliance

reviews the Group’s auditing process (including establishing the basic principles relating to and making proposals for the audit of Zurich Insurance Group Ltd and the Group)

at least annually, reviews the standards of internal control, including activities, plans, organization and quality of Group Audit and Group Compliance

reviews annual and half year consolidated financial statements of the Group, the Group's updates for the first three months and first nine months of the year and the Financial Condition Report of the Group

The Audit Committee, which meets at least four times a year, consists of the following non-executive directors:

Carnwath, Dame Alison (Chairman)
Bessant, Catherine
Mächler, Monica
Nish, David

The Risk and Investment Committee

Key tasks and responsibilities: In general, the Risk and Investment Committee

supports the Board to ensure sound risk and investment management for the Group

oversees the Group’s risk portfolio, in particular the Group’s risk tolerance, including agreed limits that the Board regards as acceptable for Zurich, the aggregation of agreed limits across the Group, the measurement of adherence to agreed risk limits and the Group’s risk tolerance in relation to anticipated capital levels

further oversees the Group’s enterprise-wide risk governance framework, including risk management and control, risk policies and their implementation and the risk strategy and monitoring operational risks, including in particular IT and cyber risks

reviews the methodologies for risk identification

oversees the impact of various risk types on economic and regulatory capital

reviews, with business management and the Group risk management function, the Group’s general policies and procedures and satisfies itself that effective systems of risk management are established and maintained

receives periodic reports from the Group risk management function and assesses whether significant issues of a risk management and control nature are being appropriately addressed by management in a timely manner

reviews transactions above the pre-defined threshold

receives updates on the Group’s annual strategic asset allocation, market risk consumption relative to allocated market risk capital and limit and major market risk drivers, accounting investment result, economic investment return relative to liabilities, as well as updates on the performance of asset managers

assesses the independence and objectivity of the risk management function and reviews the activities, plans, organization and the quality of the risk management and investment management functions

oversees Zurich’s overall risk management framework and investment process

The Risk and Investment Committee, which meets at least four times a year, consists of the following non-executive directors:

Hayman, Jeffrey (Chairman)
Amble, Joan
Carnwath, Dame Alison
Mahbubani, Kishore
Nish, David

The responsibilities and authorities of the committees are defined in more detail in the committees charter (annex to the organizational rules).