4.4 Legal risk - Scor

More documents

Recommendations

Info

Year 2011 Year 2010 Premium/ Gross Fixed Variable Allowances compensation compensation compensation Premiums/ Allowances Gross compensation 34,570 (2) 816,550 479,037 354,487 34,570 (2) 868,095 360 457,432 200,000 138,750 360 339,110 35,691 (2) 1,261,331 673,292 525,167 34,570 (2) 1,233,029 11,976 (2) 864,197 500,000 350,000 (4) 4,312 854,312 4,380 924,200 500,000 400,000 (4) 4,208 904,208 5,391 269,678 N/A N/A N/A N/A 3,760 568,100 252,000 181,300 3,660 436,960 4,123 747,703 350,000 266,000 3,434 619,434 (1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF (the exchange rate of reference for the DDR) (2) Those allowances cover business expenses (3) The compensation is paid in USD since 10 August 2011, the exchange rate used is: 1 EUR = 1.2843 USD (the exchange rate of reference for the DDR) (4) This amount includes an expatriation premium related to fiscal year 2010 (5) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF. (6) This amount includes a specific bonus of CHF 120,000 for the Transamerica Re acquisition (7) This amount includes an expatriation premium related to fiscal year 2011 (8) Frieder Knüpling is member of the COMEX since 1 July 2010. He is Deputy Chief Risk Officer since 1 October 2012 (9) Philippe Trainar is member of the COMEX since 1 April 2010 as Chief Risk Officer (10) This amount includes an expatriation bonus for 2012 Year 2011 Year 2010 Premium/ Gross Fixed Variable Allowances compensation compensation compensation Premiums/ Allowances Gross compensation 34,570 (2) 868,095 479,037 354,487 34,570 (2) 868,095 360 419,110 200,000 57,000 360 257,360 30,710 (2) 1,216,715 673,292 512,714 29,589 (2) 1,215,595 19,113 (2) 882,286 500,000 306,011 27,325 (3) 833,335 15,337 925,887 500,000 286,152 32,701 (3) 818,853 5,391 148,018 N/A N/A N/A N/A 3,760 535,060 252,000 65,544 3,660 321,203 4,123 720,123 350,000 259,023 3,434 612,457 (1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF (the exchange rate of reference for the DDR) (2) Those allowances cover business expenses (3) This amount includes an expatriation premium related to fiscal year 2010 (4) The compensation is paid in USD since 10 August 2011, the exchange rate used is: 1 EUR = 1.2843 USD (the exchange rate of reference for the DDR) (5) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF. (6) Frieder Knüpling is member of the COMEX since 1 July 2010. He is Deputy Chief Risk Officer since 1 October 2012 (7) Philippe Trainar is member of the COMEX since 1 April 2010 as Chief Risk Officer (8) This amount includes a payroll adjustment of CHF 12,000 (EUR 9,963) for the years 2011 and 2010 142
The members of the Executive Committee do not receive directors’ fees in respect of their directorships of companies in which SCOR holds more than 20% of the capital. For additional information on stock options held by members of the Executive Committee, refer to Sections 17.2.2 - Stock options held by members of the Executive Committee and other company officers as at 31 December 2012 and 17.2.3 – Free allocation of shares to COMEX members and other company officers as at 31 December 2012. Each member of the Executive Committee benefits from the use of a vehicle for business purposes; The Chairman and Chief Executive Officer has a company car (with a shared driver). The benefits in kind and insurance services granted to the Chairman and Chief Executive Officer are presented in Appendix B - Report of the Chairman of the Board of Directors on the terms and conditions for preparing and organising the work of the Board of Directors and on internal control procedures in compliance with Article L. 225-37 of the French Commercial Code. In the event of a change in the structure of the share capital of the Company, if a member of the Executive Committee is dismissed (except for reason of serious or gross misconduct) or if he decides to resign, he will benefit from (i) a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the one financial year prior to his departure, (ii) a cash payment compensating him for his inability to exercise stock options granted prior to his departure date and which he would be unable to exercise due to the vesting period conditions set forth in the applicable stock option plan, in an amount to be determined by an independent expert using the “Black-Scholes” pricing model, and (iii) a cash payment compensating him for his inability to definitively acquire Ordinary Shares granted to him for free prior to his departure and which he would be unable to acquire due to the terms and conditions of the applicable free share allocation plan. The amount of this cash payment is equal to the product of the number of shares concerned by the average value of the opening prices of the Ordinary Shares of SCOR SE in the Paris Stock exchange during the twenty trading days preceding the date of the change in the structure. 15.1.3 REMUNERATION IN THE FORM OF OPTIONS AND SHARE ALLOCATION Refer to Section 17.2. – Information on shareholdings and stock options or Company stock purchases by members of administrative and management bodies. 15.2 Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year 2012 Like all the Group’s senior executives based in France and employed by the Group at 30 June 2008, the Chairman and Chief Executive Officer benefits from pension coverage capped at 50% of the average last salaries, provided in particular he has been with the Group for a minimum of five years. The rights to this pension are calculated on the basis of the average compensation received over the last five years with the Group. The right to a supplementary pension is only acquired under the condition notably that the beneficiary is a corporate officer or an employee of the Company when he claims his rights for the pension, according to the rules in force at that time. Like all senior executives employed in France , the members of the Executive Committee who joined SCOR before 30 June 2008 and are employed in France, are entitled to a guaranteed capped pension plan conditioned on a minimum five years length of service with the Group, the payment of which is based on their average compensation over the last five years. This pension plan was closed to employees hired after 30 June 2008. The amount of the additional pension guaranteed by the Group varies from 20% to 50% of the average compensation over the last five years, depending on seniority acquired in the Group at retirement. The additional pension guaranteed by the Group is defined after deductions of the pensions paid out through the compulsory schemes. The pension benefits offered to the members of the Executive Committee who are not French citizens are comparable to the pension benefits offered to those who are French citizens. Two executives under a Swiss contract are entitled to a specific scheme with a guaranteed pension of 50% of the average compensation over the last five years before retirement. The total commitment of the Group for defined benefits retirement plans for the Executive Committee members (including the Chairman and Chief Executive Officer) amounts at EUR 33 million as at 31 December 2012, i.e.,13% of the total commitment of the Group for pension plans of EUR 254 million. No retirement benefit (or commitment) has been paid to the directors. Refer also to Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 24 – Related party transactions and Appendix A – Unconsolidated corporate financial statements of SCOR SE, Note 6 – Contingency reserves. 143
Page 2 and 3:
NOTICE Certain statements contained
Page 4 and 5:
1 Person responsible 8 1.1 Name and
Page 6 and 7:
13 Profit forecasts or estimates 11
Page 8 and 9:
8 PERSON RESPONSIBLE
Page 10 and 11:
1 PERSON RESPONSIBLE 1.1 Name and t
Page 12 and 13:
2.1 Auditors 13 2.2 Resignation or
Page 14 and 15:
14 SELECTED FINANCIAL INFORMATION
Page 16 and 17:
3 GROUP KEY FIGURES (UNDER CURRENT
Page 18 and 19:
4.1 Risk related to the business en
Page 20 and 21:
claims or surrenders of policies th
Page 22 and 23:
B. Life reinsurance The main catego
Page 24 and 25:
statutory reserve requirements or h
Page 26 and 27:
B. SCOR is exposed to Guaranteed Mi
Page 28 and 29:
4.1.9 FINANCIAL RATINGS PLAY AN IMP
Page 30 and 31:
and amortization expenses related t
Page 32 and 33:
F. Deposits with custodians As part
Page 34 and 35:
4.2.2 SCOR FACES RISKS RELATED TO I
Page 36 and 37:
Details of intangible assets, relat
Page 38 and 39:
4.4.2 INCONSISTENT APPLICATION OF E
Page 40 and 41:
See “Appendix B - II. Internal co
Page 42 and 43:
5.1 History and development of the
Page 44 and 45:
proportion of the voting rights hel
Page 46 and 47:
Gerling Global Re Group, which deve
Page 48 and 49:
5.2 Investments 5.2.1 PRINCIPAL INV
Page 50 and 51:
6.1 Primary activities 53 6.2 Princ
Page 52 and 53:
The targets of the strategic plan a
Page 54 and 55:
B. Proportional and non-proportiona
Page 56 and 57:
payment of commercial debts. Surety
Page 58 and 59:
Long-Term Care Long-Term Care (“L
Page 60 and 61:
with local lines of business and po
Page 62 and 63:
transfer solutions (e.g., catastrop
Page 64 and 65:
Retrocession procedures are central
Page 66 and 67:
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 118 and 119: 14 ADMINISTRATIVE AND MANAGEMENT BO
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 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
Page 162 and 163: The following table shows the free
Page 164 and 165: Shareholders meeting and Company's
Page 166 and 167: and, for the not tax resident of Fr
Page 168 and 169: 17.4.2 DEFINED BENEFITS PENSION SCH
Page 170 and 171: 18.1 Significant shareholders known
Page 172 and 173: Distribution of capital (number of
Page 174 and 175: On 4 July 2012, Alecta Pensionsför
Page 176 and 177: 19.1 Related party transactions 177
Page 178 and 179: Amendment #7 to the retrocession ag
Page 180 and 181: The Board of Directors of SCOR SE,
Page 182 and 183: absorption of its wholly owned subs
Page 184 and 185: to the Facility Agreement granted/w
Page 186 and 187: adjusted on the date of departure b
Page 188 and 189: 188 FINANCIAL INFORMATION CONCERNIN
Page 190 and 191: 20 FINANCIAL INFORMATION CONCERNING
Page 192 and 193:
LIABILITIES AS AT 31 DECEMBER In EU
Page 194 and 195:
20.1.3 CONSOLIDATED STATEMENTS OF C
Page 196 and 197:
20.1.5 CONSOLIDATED STATEMENTS OF C
Page 198 and 199:
20.1.6 NOTES TO THE CONSOLIDATED FI
Page 200 and 201:
• Amendments to IAS 19 - Employee
Page 202 and 203:
Intangible assets The cost of intan
Page 204 and 205:
(e) Cash and cash equivalents Cash
Page 206 and 207:
Impairment of financial assets At e
Page 208 and 209:
available and the reserves are adju
Page 210 and 211:
Shadow accounting For the measureme
Page 212 and 213:
together with actuarial assumptions
Page 214 and 215:
The following table sets forth the
Page 216 and 217:
CASH FLOWS BY SEGMENT The cash flow
Page 218 and 219:
SCOR recognised the redemption rece
Page 220 and 221:
PRO FORMA STATEMENT OF INCOME 2011
Page 222 and 223:
2009 In EUR million (1) Provisional
Page 224 and 225:
The Group conducted its annual asse
Page 226 and 227:
20.1.6.6 NOTE 6 - INSURANCE BUSINES
Page 228 and 229:
(B) MOVEMENTS IN LEVEL 3 FINANCIAL
Page 230 and 231:
Financial lease contracts The Group
Page 232 and 233:
At 31 December 2012 and 2011, the u
Page 234 and 235:
MORTALITY SWAPS On 1 January 2008,
Page 236 and 237:
20.1.6.10 NOTE 10 - ASSUMED AND CED
Page 238 and 239:
Issued share capital The number of
Page 240 and 241:
CAPITAL MANAGEMENT POLICY, OBJECTIV
Page 242 and 243:
Share-based payments The caption
Page 244 and 245:
SCOR has entered into a cross-curre
Page 246 and 247:
SCOR Global P&C The table below sho
Page 248 and 249:
The table below is a reconciliation
Page 250 and 251:
(C) SHARE OF RETROCESSIONAIRES IN C
Page 252 and 253:
(c) Defined benefits pension cost 2
Page 254 and 255:
The following table summarizes the
Page 256 and 257:
The table below presents the change
Page 258 and 259:
The performance conditions will be
Page 260 and 261:
In 2010 the tax rate change impact
Page 262 and 263:
Applying the deferred tax netting m
Page 264 and 265:
These expenses are further allocate
Page 266 and 267:
In the event of termination of the
Page 268 and 269:
SIGNIFICANT SUBSIDIARIES, INVESTMEN
Page 270 and 271:
20.1.6.25 NOTE 25 - COMMITMENTS REC
Page 272 and 273:
and documented before the pricing i
Page 274 and 275:
(iv) Pandemic In Life reinsurance,
Page 276 and 277:
Different types of GMDBs are covere
Page 278 and 279:
(b) Receivables from retrocessionai
Page 280 and 281:
(i) Default of pool members SCOR pa
Page 282 and 283:
Additional information on the timin
Page 284 and 285:
On the other hand, an increase in i
Page 286 and 287:
The market sensitivities of the Gro
Page 288 and 289:
20.2 Auditing of historical consoli
Page 290 and 291:
Other information audited by the le
Page 292 and 293:
21.1 Share capital 293 21.2 Charter
Page 294 and 295:
Directors of SCOR SE decided on 28
Page 296 and 297:
Number initially authorized (date o
Page 298 and 299:
Objective 1. Stimulation of the sec
Page 300 and 301:
21.1.7 HISTORY OF THE COMPANY’S S
Page 302 and 303:
Board of Directors’ borrowing pow
Page 304 and 305:
maintained by BNP on our behalf. Ea
Page 306 and 307:
Proxies may be granted by a shareho
Page 308 and 309:
Shareholders’ Meeting that may ta
Page 310 and 311:
22 MATERIAL CONTRACTS None. 310
Page 312 and 313:
23.1 Expert’s report 313 23.2 Inf
Page 314 and 315:
314 DOCUMENTS ON DISPLAY
Page 316 and 317:
316 INFORMATION ON HOLDINGS
Page 318 and 319:
318 NON FINANCIAL INFORMATION
Page 320 and 321:
320 FEES PAID BY THE GROUP TO THE A
Page 322 and 323:
322 PUBLISHED INFORMATION
Page 324 and 325:
28 PUBLISHED INFORMATION 28.1 Infor
Page 326 and 327:
Date Subject Marchés Financiers 27
Page 328 and 329:
328
Page 330 and 331:
1.1 Significant events of the year
Page 332 and 333:
1.2 Balance sheet 1.2.1 BALANCE SHE
Page 334 and 335:
1.3 Income statement In EUR million
Page 336 and 337:
In EUR million NON-UNDERWRITING ACC
Page 338 and 339:
1.5 NOTES TO THE CORPORATE FINANCIA
Page 340 and 341:
1.7 RECORDING OF REINSURANCE TRANSA
Page 342 and 343:
1.12 FINANCIAL INSTRUMENTS RECEIVED
Page 344 and 345:
Name Original currency Share capita
Page 346 and 347:
NOTE 4 - TRANSACTIONS WITH SUBSIDIA
Page 348 and 349:
(b) Financial liabilities • Initi
Page 350 and 351:
• EUR 44 million in reserves for
Page 352 and 353:
NOTE 10 - ANALYSIS OF GENERAL EXPEN
Page 354 and 355:
Number of which to Group directors
Page 356 and 357:
NOTE 15 - ANALYSIS OF COMMITMENTS G
Page 358 and 359:
Appeal of Versailles. On the basis
Page 360 and 361:
aforementioned notes is appropriate
Page 362 and 363:
362 APPENDIX B: REPORT OF THE CHAIR
Page 364 and 365:
APPENDIX B: REPORT OF THE CHAIRMAN
Page 366 and 367:
Pursuant to the Internal Charter, t
Page 368 and 369:
Lastly, Directors are required to i
Page 370 and 371:
The Audit Committee is composed of
Page 372 and 373:
Every year, the conditions of remun
Page 374 and 375:
Moreover, the Chairman and Chief Ex
Page 376 and 377:
The Group SCOR consists of the pare
Page 378 and 379:
Within this environment, control re
Page 380 and 381:
organization, training sessions tar
Page 382 and 383:
For SCOR Global Life: - an internal
Page 384 and 385:
(D) INFORMATION AND COMMUNICATION
Page 386 and 387:
• enhanced audit trail. The initi
Page 388 and 389:
Other information We confirm that t
Page 390 and 391:
APPENDIX C: GLOSSARY* *This glossar
Page 392 and 393:
D DECENNIAL INSURANCE Decennial ins
Page 394 and 395:
M MARINE AND AVIATION INSURANCE ALS
Page 396 and 397:
RETROCESSION Transaction in which t
Page 398 and 399:
elevant at the date of acquisition.
Page 400 and 401:
1 Operating and financial review of
Page 402 and 403:
1.2 Operating results of SCOR SE du
Page 404 and 405:
3.2 Group social indicators 3.2.1 D
Page 406 and 407:
As a global company organised into
Page 408 and 409:
3.2.10 Distribution by age Indicato
Page 410 and 411:
in cooperation with the company doc
Page 412 and 413:
- The items pertain to the entire G
Page 414 and 415:
• Two approaches have been develo
Page 416 and 417:
POLLUTION AND WASTE MANAGEMENT Info
Page 418 and 419:
BIODIVERSITY PROTECTION formation r
Page 420 and 421:
The Group’s French subsidiaries a
Page 422 and 423:
5.5 OTHER ACTIONS TAKEN IN SUPPORT
Page 424 and 425:
7 STATUTORY AUDITORS’REPORT ON TH
Page 426 and 427:
426 APPENDIX E: CROSS REFERENCE TAB
Page 428:
European Company With a share capit
show all

4.4 Legal risk - Scor

Create successful ePaper yourself

Delete template?

Save as template?