4.4 Legal risk - Scor

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14 ADMINISTRATIVE AND MANAGEMENT BODIES 14.1 Information on the members of the Board of Directors and Senior Management 14.1.1 INFORMATION CONCERNING THE MEMBERS OF THE BOARD OF DIRECTORS In accordance with European law governing Societas Europaea and applicable French law, the principal responsibility of the Board of Directors is to determine the guiding principles of the Company’s business plan and strategy and to monitor their application. The Chairman and Chief Executive Officer (Président-Directeur Général) has full executive authority to manage the business of the Company, subject to the prior authorization of the Board of Directors or the Company’s shareholders for certain decisions as required by law pursuant to the Company’s bylaws (statuts). Board of Directors Under European and French law, the Company’s Board of Directors prepares and presents the year-end accounts of the Company to the shareholders and convenes the shareholders’ meetings of the Company (the “Shareholders’ Meeting”). In addition, the Board of Directors reviews and monitors SCOR’s economic, financial and technical strategies. SCOR’s bylaws (statuts) provide that the Board of Directors is composed of no fewer than nine and no more than eighteen members. The actual number of Directors may be modified by the shareholders at the Shareholders’ Meetings. The Board of Directors cannot by itself increase the number of its members. The Board of Directors consists of 13 members, including 12 voting members (including one elected employee representative, known as the “Employee Director”) and one non-voting member, known as the “censeur” (the “Non-Voting Member”). The Employee Director is elected by the employees of the Company and of its subsidiaries in a two round election on a simple majority basis. The elected candidate is then proposed by the Board of Directors to be appointed by the Shareholders’ Meeting. Once appointed by the Shareholders’ Meeting, the Employee Director has the same rights and obligations as the other members of the Board of Directors (including the right to vote on any decision of the Board of Directors). Pursuant to French law and the Company's bylaws, the Shareholders' Meeting may appoint up to four Non- Voting Members (only one Non-Voting Member has been appointed to date). The Non-Voting Member is entitled to attend meetings of the Board of Directors, is eligible to receive the Director's fee as approved at the Shareholders’ Meeting, but not to vote on any decision of the Board of Directors. He has a consultative role. Under SCOR’s bylaws (statuts), each director must own at least one Ordinary Share for the duration of his or her entire term of office. Under French law, a director may be an individual or a legal entity for which an individual is appointed as permanent representative, except for the Chairman, who must be an individual. Pursuant to article L. 225-20 of the French Commercial Code, the permanent representative of a legal entity is subject to the same conditions, obligations and civil and criminal liabilities as if he or she were director in his or her own name, without prejudice to the joint and several liability of the legal entity he or she represents. 12 of the 13 members of the Board of Directors are individuals and one director, Malakoff Médéric Group, is a corporation (represented by Guillaume Sarkozy as permanent representative). The Directors are elected for either a two-year, four-year or six-year term. The Employee Director is currently elected for a two-year term as well as the non-voting member. Under SCOR’s bylaws (statuts), Directors may hold office until the age of 77. A Director reaching the age of 77 while in office has to retire at the expiration of the term of his or her office, as determined at the Shareholders’ Meeting. Non-employee Directors and the Non-Voting Member are elected by the shareholders and serve until the expiration of their respective term, or until their resignation, death or removal, with or without cause, by the shareholders. Vacancies on the Board of Directors may, under certain conditions, be filled by the Board of Directors, pending the next Shareholders’ Meeting. Directors are required to comply with applicable law and SCOR’s bylaws (statuts). Under French law, Directors are liable for violations of French legal or regulatory requirements applicable to Societas Europaea, violation of a company’s bylaws (statuts) or mismanagement (faute de gestion). Directors may be held liable for such actions both individually and jointly with the other Directors. For further information, please refer to the report of the chairman of the Board of Directors in Appendix B of the Registration Document. The table below lists Directors (including the Employee Director) and Non-Voting Member, their date of birth, positions with SCOR and principal business activities, the dates of their initial appointment as Directors and the expiration dates of their term of office. 118
Name Date of Birth Other principal directorships and offices Offices held during the last five years Initially appointed Expiration of term Denis Kessler (1) (Chairman and Chief Executive Officer) Professional Address: SCOR SE 5 avenue Kléber 75016 Paris France 25 March 1952 Principal Position: Chairman and CEO of SCOR SE (France)* Offices within the Group: Chairman of the Board: -SCOR Global P&C SE (France) -SCOR Global Life SE (France) - SCOR Global Life Americas Reinsurance Company (ex-SCOR Global Life U.S. Re Insurance Company) (US) - SCOR Reinsurance Company (US) - SCOR US Corporation (US) - SCOR Global Life Re Insurance Company of Texas (US) - SCOR Holding Switzerland AG (Switzerland) - SCOR Services Switzerland AG (Switzerland) - SCOR Switzerland AG (Switzerland) - SCOR Perestrakhovaniye (Russia) Offices and positions held in the Group Chairman of the Board: - SCOR Global Life Rückversicherung Schweiz AG (Switzerland) Other Offices and positions Director: - Dexia SA* (Belgium) Non-Voting Director: - Financière Acofi SA (France) - Gimar Finance & Cie S.C.A. (France) 4 November 2002 2017 Chairman of the SupervisoryBoard: - SCOR Global Investments SE (France) Director: SCOR Canada Reinsurance Company (Canada) Other positions France : Director: - BNP Paribas S.A. (France)* - Bolloré SA (France)* - Dassault Aviation SA (France)* - Fonds Stratégique d’Investissement (France) Out of France Director - Invesco Ltd (U.S.)* Member of the Supervisory Board: - Yam Invest N.V. (The Netherlands) 119
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NOTICE Certain statements contained
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1 Person responsible 8 1.1 Name and
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13 Profit forecasts or estimates 11
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8 PERSON RESPONSIBLE
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1 PERSON RESPONSIBLE 1.1 Name and t
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2.1 Auditors 13 2.2 Resignation or
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14 SELECTED FINANCIAL INFORMATION
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3 GROUP KEY FIGURES (UNDER CURRENT
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4.1 Risk related to the business en
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claims or surrenders of policies th
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B. Life reinsurance The main catego
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statutory reserve requirements or h
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B. SCOR is exposed to Guaranteed Mi
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4.1.9 FINANCIAL RATINGS PLAY AN IMP
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and amortization expenses related t
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F. Deposits with custodians As part
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4.2.2 SCOR FACES RISKS RELATED TO I
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Details of intangible assets, relat
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4.4.2 INCONSISTENT APPLICATION OF E
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See “Appendix B - II. Internal co
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5.1 History and development of the
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proportion of the voting rights hel
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Gerling Global Re Group, which deve
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5.2 Investments 5.2.1 PRINCIPAL INV
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6.1 Primary activities 53 6.2 Princ
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The targets of the strategic plan a
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B. Proportional and non-proportiona
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payment of commercial debts. Surety
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Long-Term Care Long-Term Care (“L
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with local lines of business and po
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transfer solutions (e.g., catastrop
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Retrocession procedures are central
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The portion invested in fixed incom
Page 68 and 69: 6.2 Principal markets SCOR is chara
Page 70 and 71: On 6 March 2010, STOXX announced SC
Page 72 and 73: The premiums up for renewal, which
Page 75 and 76: 75 ORGANIZATIONAL STRUCTURE
Page 77: E U R O P E 7 ORGANIZATIONAL STRUCT
Page 80 and 81: 7.1.1.2 Project "New SCOR" In conne
Page 82 and 83: 7.2 List of issuer’s significant
Page 84 and 85: 8.1 Major existing or planned prope
Page 86 and 87: 86 OPERATING AND FINANCIAL REVIEW
Page 88 and 89: 9 OPERATING AND FINANCIAL REVIEW Th
Page 90 and 91: year ended 31 December 2012 down fr
Page 92 and 93: In 2011, SCOR was affected by the f
Page 94 and 95: 31 March 2014. This transaction suc
Page 96 and 97: Net investment income and investmen
Page 98 and 99: IFRS classification In EUR million
Page 100 and 101: Combined ratio For detailed calcula
Page 102 and 103: 10.1 Capital 103 10.2 Cash flow 103
Page 104 and 105: FINANCIAL LEVERAGE As at 31 Decembe
Page 106 and 107: 11.1 Research and development activ
Page 108 and 109: studies and publications produced o
Page 110 and 111: 12.1 Most significant trends in pro
Page 112 and 113: SCOR Global Life expects business o
Page 114 and 115: 114 PROFIT FORECASTS OR ESTIMATES
Page 116 and 117: 116 ADMINISTRATIVE AND MANAGEMENT B
Page 120 and 121: Name Date of Birth Other principal
Page 128 and 129: Clariden Leu and from 10 January 20
Page 130 and 131: Name Age Current Position Executive
Page 132 and 133: of Alea Europe from 1999 to 2006, w
Page 134 and 135: 134 REMUNERATION AND BENEFITS
Page 136 and 137: 15 REMUNERATION AND BENEFITS 15.1 A
Page 138 and 139: and analysts; deepening of the empl
Page 140 and 141: Subscription and share purchase opt
Page 142 and 143: Year 2011 Year 2010 Premium/ Gross
Page 144 and 145: 144 BOARD PRATICES
Page 146 and 147: 16 BOARD PRATICES 16.1 Date of expi
Page 148 and 149: 148 EMPLOYEES
Page 150 and 151: 17 EMPLOYEES 17.1 Number of employe
Page 152 and 153: 17.2.2 STOCK OPTIONS HELD BY THE ME
Page 154 and 155: Options exercised Number of stock o
Page 156 and 157: Plan Share award rights Price per s
Page 158 and 159: 180 of the Commercial Code, options
Page 160 and 161: (5) Absolute appliance of Group’s
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Page 164 and 165: Shareholders meeting and Company's
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17.4.2 DEFINED BENEFITS PENSION SCH
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18.1 Significant shareholders known
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Distribution of capital (number of
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On 4 July 2012, Alecta Pensionsför
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19.1 Related party transactions 177
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Amendment #7 to the retrocession ag
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The Board of Directors of SCOR SE,
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absorption of its wholly owned subs
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to the Facility Agreement granted/w
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adjusted on the date of departure b
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188 FINANCIAL INFORMATION CONCERNIN
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20 FINANCIAL INFORMATION CONCERNING
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LIABILITIES AS AT 31 DECEMBER In EU
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20.1.3 CONSOLIDATED STATEMENTS OF C
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20.1.5 CONSOLIDATED STATEMENTS OF C
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20.1.6 NOTES TO THE CONSOLIDATED FI
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• Amendments to IAS 19 - Employee
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Intangible assets The cost of intan
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(e) Cash and cash equivalents Cash
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Impairment of financial assets At e
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available and the reserves are adju
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Shadow accounting For the measureme
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together with actuarial assumptions
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The following table sets forth the
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CASH FLOWS BY SEGMENT The cash flow
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SCOR recognised the redemption rece
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PRO FORMA STATEMENT OF INCOME 2011
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2009 In EUR million (1) Provisional
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The Group conducted its annual asse
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20.1.6.6 NOTE 6 - INSURANCE BUSINES
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(B) MOVEMENTS IN LEVEL 3 FINANCIAL
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Financial lease contracts The Group
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At 31 December 2012 and 2011, the u
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MORTALITY SWAPS On 1 January 2008,
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20.1.6.10 NOTE 10 - ASSUMED AND CED
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Issued share capital The number of
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CAPITAL MANAGEMENT POLICY, OBJECTIV
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Share-based payments The caption
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SCOR has entered into a cross-curre
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SCOR Global P&C The table below sho
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The table below is a reconciliation
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(C) SHARE OF RETROCESSIONAIRES IN C
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(c) Defined benefits pension cost 2
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The following table summarizes the
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The table below presents the change
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The performance conditions will be
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In 2010 the tax rate change impact
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Applying the deferred tax netting m
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These expenses are further allocate
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In the event of termination of the
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SIGNIFICANT SUBSIDIARIES, INVESTMEN
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20.1.6.25 NOTE 25 - COMMITMENTS REC
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and documented before the pricing i
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(iv) Pandemic In Life reinsurance,
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Different types of GMDBs are covere
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(b) Receivables from retrocessionai
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(i) Default of pool members SCOR pa
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Additional information on the timin
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On the other hand, an increase in i
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The market sensitivities of the Gro
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20.2 Auditing of historical consoli
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Other information audited by the le
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21.1 Share capital 293 21.2 Charter
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Directors of SCOR SE decided on 28
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Number initially authorized (date o
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Objective 1. Stimulation of the sec
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21.1.7 HISTORY OF THE COMPANY’S S
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Board of Directors’ borrowing pow
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maintained by BNP on our behalf. Ea
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Proxies may be granted by a shareho
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Shareholders’ Meeting that may ta
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22 MATERIAL CONTRACTS None. 310
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23.1 Expert’s report 313 23.2 Inf
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314 DOCUMENTS ON DISPLAY
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316 INFORMATION ON HOLDINGS
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318 NON FINANCIAL INFORMATION
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320 FEES PAID BY THE GROUP TO THE A
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322 PUBLISHED INFORMATION
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28 PUBLISHED INFORMATION 28.1 Infor
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Date Subject Marchés Financiers 27
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328
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1.1 Significant events of the year
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1.2 Balance sheet 1.2.1 BALANCE SHE
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1.3 Income statement In EUR million
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In EUR million NON-UNDERWRITING ACC
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1.5 NOTES TO THE CORPORATE FINANCIA
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1.7 RECORDING OF REINSURANCE TRANSA
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1.12 FINANCIAL INSTRUMENTS RECEIVED
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Name Original currency Share capita
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NOTE 4 - TRANSACTIONS WITH SUBSIDIA
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(b) Financial liabilities • Initi
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• EUR 44 million in reserves for
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NOTE 10 - ANALYSIS OF GENERAL EXPEN
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Number of which to Group directors
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NOTE 15 - ANALYSIS OF COMMITMENTS G
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Appeal of Versailles. On the basis
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aforementioned notes is appropriate
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362 APPENDIX B: REPORT OF THE CHAIR
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APPENDIX B: REPORT OF THE CHAIRMAN
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Pursuant to the Internal Charter, t
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Lastly, Directors are required to i
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The Audit Committee is composed of
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Every year, the conditions of remun
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Moreover, the Chairman and Chief Ex
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The Group SCOR consists of the pare
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Within this environment, control re
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organization, training sessions tar
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For SCOR Global Life: - an internal
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(D) INFORMATION AND COMMUNICATION
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• enhanced audit trail. The initi
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Other information We confirm that t
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APPENDIX C: GLOSSARY* *This glossar
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D DECENNIAL INSURANCE Decennial ins
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M MARINE AND AVIATION INSURANCE ALS
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RETROCESSION Transaction in which t
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elevant at the date of acquisition.
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1 Operating and financial review of
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1.2 Operating results of SCOR SE du
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3.2 Group social indicators 3.2.1 D
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As a global company organised into
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3.2.10 Distribution by age Indicato
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in cooperation with the company doc
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- The items pertain to the entire G
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• Two approaches have been develo
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POLLUTION AND WASTE MANAGEMENT Info
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BIODIVERSITY PROTECTION formation r
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The Group’s French subsidiaries a
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5.5 OTHER ACTIONS TAKEN IN SUPPORT
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7 STATUTORY AUDITORS’REPORT ON TH
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426 APPENDIX E: CROSS REFERENCE TAB
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European Company With a share capit
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