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
    Staiblin, Jasmin

  • 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
    Hayman, Jeffrey
    Mächler, Monica
    Stowe, Barry

  • 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
    Halbherr, Michael
    Mahbubani, Kishore

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