Annual Report 2012 - Swiss Life

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238 Swiss Life Holding Financial Statements of PSUs entitling the participant to receive shares after the three-year term is determined in accordance with the following: One half of the PSUs allocated is multiplied by the factor resulting from the TSR Swiss Life Holding target being met, and the other half by the factor resulting from the TSR Outperformance target being met. The factor is 1 or 100% if a performance of 35% is achieved for the first performance criterion, the TSR Swiss Life Holding. Interim values are determined by linear interpolation. In the case of the second performance criterion, TSR Outperformance, the factor is 1 or 100% if the TSR Swiss Life Holding is equal to the median of the benchmark index (Dow Jones STOXX 600 Insurance Index). Here, too, interim values are determined by linear interpolation. The results (TSR Swiss Life Holding factor multiplied by one half of the PSUs and the TSR Outperformance factor multiplied by the other half) are added together. The sum is the number of PSUs, which translates into an entitlement to an equal number of Swiss Life Holding shares. Since 2011 participants in the equity compensation plan have been allocated Restricted Share Units (RSUs) instead of PSUs. As with PSUs, RSUs grant the holder future subscription rights, entitling them to receive Swiss Life Holding shares free of charge after a three-year period has elapsed, but without any additional leverage effect. The attribution of shares after the expiry of the three-year deferral period is effected on a 1:1 basis (1 RSU = 1 share): the plan is therefore very simple, transparent throughout the whole term and directly linked to the performance of the Swiss Life Holding share price. The value of RSUs during the three-year term develops linear with the Swiss Life Holding share price and thus symmetrically corresponds with shareholder interests. The value of the RSUs allocated equals the fair value as at 1 April of the year of allocation and is determined by an independent consultancy company. 62 members of Swiss Life Group senior management participated in the 2011 equity compensation plan, in which a total of 68 370 RSUs were allocated; 23 630 in total to the Corporate Executive Board, of which 6350 to Bruno Pfister in his capacity as Group CEO. During the period under review, 55 members of Swiss Life Group senior management participated in the 2012 equity compensation plan. A total of 94 040 RSUs were allocated; 28 460 in total to the members of the Corporate Executive Board, of which 7100 RSUs to Bruno Pfister as Group CEO. The new equity compensation plan, relating to the effective date of 1 April 2013, is based on the Group-wide programme “Swiss Life 2015”, which was announced at the Swiss Life Group’s Investors’ Day on 28 November 2012 (see www.swisslife.com/investorsday2012). On the basis of the medium-term planning 2013-2015, performance criteria relating to cost efficiency (50% weighting), the risk and fee result (25% weighting) and IFRS profit (25% weighting) have been determined by the Board of Directors. After expiry of the three-year period of the RSU plan, the target value for each performance criterion according to the medium-term planning 2013-2015 is compared with the actual result achieved. The share allocation corresponds to the number of allocated RSUs (1 RSU = 1 SLHN) if all three performance targets have been achieved or exceeded after the three-year period has elapsed; overperformance does not lead to a higher share allocation. If the targets are only partly achieved, the share allocation is correspondingly reduced based on the weighting of the performance target concerned or the RSUs expire worthless. The attribution of mid- to long-term compensation components (RSU plan) is deferred for a period of three years from the date of allocation, as is the case with the deferred compensation in cash. Likewise, the RSU plans provide for adjustment and reclaiming mechanisms (clawback) in the event of a negative impact of the key figures applying to the allocation of deferred compensation due to a Swiss Life – Annual Report 2012
239 Swiss Life Holding Financial Statements restatement of the annual accounts or damage to Swiss Life as a result of a violation of statutory, regulatory or compliance standards. If the employment relationship is terminated by a participant during the three-year deferral period, the entitlements expire worthless. PERSONNEL CHANGES TO THE BOARD OF DIRECTORS AND THE CORPORATE EXECUTIVE BOARD IN 2012 There were no resignations from the Board of Directors in the period under review. On 19 April 2012 Wolf Becke was elected to the Board of Directors of Swiss Life Holding. There were no personnel changes on the Corporate Executive Board during 2012. Swiss Life – Annual Report 2012
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Swiss Life Group annual report 2012
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4 Facts & Figures The Swiss Life
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6 Shareholder’s Letter Dear Share
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8 Summary of Group results Summary
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Amounts in CHF million 2012 2011 +/
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12 Segment Reporting Segment Report
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14 Segment Reporting New products l
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16 Segment Reporting insurance Fran
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28 Corporate Governance Talanx AG,
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34 Corporate Governance FRANK SCHNE
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36 Corporate Governance HENRY PETER
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42 Corporate Governance Management
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44 Corporate Governance MEMBERS OF
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48 Corporate Governance Transfer of
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52 Corporate Governance COMPENSATIO
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56 Corporate Governance The number
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58 Corporate Governance HIGHEST TOT
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60 Corporate Governance Shareholder
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62 Corporate Governance SUPERVISORY
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64 Risk Management Risk Management
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66 Market Consistent Embedded Value
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104 Consolidated Financial Statemen
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In CHF million Notes 2012 2011 106
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In CHF million 2012 2011 110 Consol
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In CHF million 31.12.2012 31.12.201
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Page 230 and 231: As % of total share capital 31.12.2
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Page 250 and 251: 250 Share Performance and Historica
Page 252 and 253: 252 Contacts and Publishing Details
Page 254: 130 286 The future starts here. Swi
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Annual Report 2012 - Swiss Life

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