Board of Directors

Composition

The Board currently consists of 13 directors, including the Chairman.

The balance and diversity represented by the members of Swiss Re’s Board of Directors is a major emphasis. Swiss Re's Board members have different professional backgrounds and bring in experience and knowledge from different fields, mirroring the spectrum of services provided by the company. Board members understand Swiss Re's operational activities and thus are valuable discussion partners and respected advisors of the executive management. Swiss Re has invited a number of highly qualified non-Swiss personalities to join its Board, to reflect Swiss Re’s predominantly international operations. All Board members, including the Chairman, are non-executive and twelve qualify as independent.

The Board has formed five Board Committees each focusing on a key area of the Board's range of responsibilities.

Independence

Pursuant to the Corporate Bylaws, a majority of the Board of Directors shall be comprised of independent directors. To be considered independent, a director may not be, and may not have been in the past three years, employed as an executive officer of the Group, and may not have a material relationship with any part of the Group (either directly or as a partner, director or shareholder of an organisation that has a material relationship with the Group). In addition, the Board shall agree from time to time on other criteria that would disqualify a director from being independent, taking into consideration provisions of applicable law, applicable regulations and best practice.

The Corporate Bylaws further stipulate that all members of the Audit Committee and the Compensation Committee must be non-executive and independent. For this purpose, each member must be an independent director, as determined by the Board of Directors, and in addition, in the case of the Audit Committee, may not accept any consulting, advisory or other compensatory fee from Swiss Re.

Responsibilities

The board of directors of a Swiss corporation is ultimately responsible for the company's policies and management of the corporation. The board establishes the strategic, accounting, organisational and financing policies that the corporation will follow. The board further appoints the corporation's executive officers and the authorised signatories and supervises its management. The board is also entrusted with preparing shareholder meetings and carrying out shareholder resolutions. The board may, pursuant to its regulations, delegate the conduct of day-to-day business operations to management under its oversight.

Working methods

The Board typically meets six times per year for two consecutive days. The first day is reserved for the Committees, while on the second day the full Board meets for as long as required, mostly for the whole day. The regular meetings are typically held in February, March, April, June, September and December. Additional meetings are called at short notice if and when required. Each of the Board meetings has a special focus, broadly determined by Swiss Re's reporting schedule, and including such issues as the financial statement, the analysis of internal results, interim results, the medium-term business plan, strategic issues and corporate governance.

Meeting invitations and agendas are delivered to the Board members about 10 days before the meeting together with written materials to permit meaningful review.

The Committees meet, on average, four times per year.

Meeting plan 2008

Month	BoD¹	AC²	CC³	FRC⁴	GC⁵

January
February (1)
February (2)
March
April
May (1)
May (2)
July
August
October
November
December

1 Board of Directors
2 Audit Committee
3 Compensation Committee
4 Finance and Risk Committee
5 Governance Committee

Normally, the Executive Committee is in attendance at meetings of the Board of Directors.

At Board Committee meetings, those members of the executive management are in attendance with the information and expertise required for the relevant Committee to perform its duties. The Head of Group Internal Audit and two senior representatives of the external auditor regularly participate in Audit Committee meetings.

Allocation of tasks within the Board of Directors

Chairman of the Board of Directors

The Chairman of the Board exercises ultimate supervision of the executive management on behalf of the Board; he attends the meetings of the Executive Committee and the Executive Board and receives all related documentation and minutes; he is, together with the Chairman of the Audit Committee, responsible for Group Internal Audit and appoints its head, subject to confirmation by the Audit Committee; he convenes meetings of the Board and its committees; he makes preparations for, and presides at, the meetings of the Board; he presides at the General Meetings of shareholders; he ensures adequate reporting to the Board by the executive management and the Board committees; he coordinates the acitivities of the Board committees; he arranges for initial orientation for newly elected Board members and, as appropriate, further training with respect to the responsibilities of Board members; he represents the company in matters involving shareholders; he determines the authority of the Board or its committees and the application and interpretation of the Corporate Bylaws in the event questions arise.

Vice Chairman

The Vice Chairman liaises between the Board and executive management in matters not reserved for the Chairman; he may attend the meetings of the Executive Committee and the Executive Board and receives the relevant documentation and minutes. Other responsibilities include supervising management's preparation and execution of Board resolutions in operational matters, supervising management's development of Group strategies and overseeing management development for the Group's senior executives.