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 & Corporate Responsibility Committee
Remuneration Committee
Audit Committee
Risk and Investment Committee

The Governance, Nominations & Corporate Responsibility Committee

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

oversees the Group’s governance and measures it against best practice with a view to ensuring that the shareholders’ rights are fully protected
develops and proposes guidelines to the Board for corporate governance and reviews them
ensures compliance with corporate governance disclosure requirements as well as 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 factor. This includes diversity in many respects, such as gender, culture, technical and interpersonal skills, education and viewpoints, experience, geographical origins and a variety of complementary backgrounds, which should enable the Board to meet the Group’s current and future challenges. Notwithstanding the specific profile, every individual 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, in 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 corporate responsibility strategy and objectives

The Governance, Nominations & Corporate Responsibility 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 82 to 116 of the Annual Report 2017)
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, before submitting them to the Board for approval
liaises with the Group CEO on other important matters related to employment, salary and benefit
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
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 as well as the three months and nine months interim management statements

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

oversees the Group’s risk management, in particular the Group’s risk tolerance, including agreed limits that the Board regards as acceptable for Zurich to bear, 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 the monitoring of operational 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
oversees the investment process
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 A to the organizational rules).