Swiss Re : Bylaws

Bylaws of Swiss Re Ltd

Valid as of 13 April 2024

Appendix A

Organisational chart

Appendix B

Charter of the committees of the Board of Directors

Contents

Abbreviations and defined terms	4
Preamble by the Chairperson of the Board of Directors	5
1	Basis and purpose	6
Introduction	6
1.1	Basis	6
1.2	Purpose	6
2	Organisation	6
2.1	The Group's governance model	6
2.2	Legal structure	6
2.3	Structure of the Bylaws	6
Board of Directors	7
3	Membership	7
3.1	Election	7
3.2	Independence	7
3.3	Qualifications and nomination criteria	7
4	Constitution	8
4.1	Number of members	8
4.2	Term of office	8
4.3	Constitutional meeting	8
5	Responsibilities and authorities	8
5.1	In general	8
5.2	In particular	8
5.3	Delegation	9
5.4	Advice from third parties	9
6	Meetings	10
6.1	Number of meetings	10
6.2	Convening meetings and invitation	10
6.3	Agenda and notice period	10
6.4	Chairperson of the Board	10
6.5	Attendees	10
6.6	Meeting form	10
6.7	Meeting minutes	10
7	Resolutions	10
7.1	Quorum	10
7.2	Resolutions and decisive vote	10
7.3	Circular resolutions	11
7.4	Resolutions in time critical situations	11
8	Information rights	11
8.1	Right of information	11
8.2	Request for information	11
9	Self-assessment	11
9.1	Self-assessment	11
9.2	Performance evaluation of the Chairperson of the Board	11

Bylaws of Swiss Re Ltd 1

Contents

10	Chairperson of the Board	11
10.1	Election and removal	11
10.2	Overall responsibility	12
10.3	Shareholders' meeting	12
10.4	External representation	12
10.5	Resources	12

11	Vice Chairperson of the Board	13
11.1	Appointment	13
11.2	Overall responsibility	13
12	Lead Independent Director	13
12.1	Appointment	13
12.2	Overall responsibility	13
13	Company Secretary	13
13.1	Appointment	13
13.2	Overall responsibility	13
14	Board Committees	13
14.1	Election and appointment	13
14.2	Working approach and responsibilities	13
Management	14
15	Delegation	14
15.1	Delegation of management	14
15.2	Further delegation by the Group EC	14
16	Group Executive Committee	14
16.1	Appointment	14
16.2	Overall responsibilities	14
16.3	Preparation of Board decisions	14
16.4	Organization of the Group EC	14
16.5	Resolutions and Group CEO's veto right	14
16.6	Assessment and performance evaluation	15
Group Internal Audit and Compliance	16
17	IA Function, responsibilities, authorities and
	reporting	16
17.1	Function	16
17.2	Responsibilities	16
17.3	Charter	16
17.4	Access rights	16
17.5	Professional standards	16
17.6	Independence	16
17.7	Reporting	16
18	IA Organisation	17
18.1	In general	17
18.2	Appointment	17
18.3	Special audits	17

2 Bylaws of Swiss Re Ltd

19	Compliance	17
19.1	Function	17
19.2	Appointment	17
19.3	Responsibilities and Reporting	17
19.4	Charter	17
Special Provisions	18
20	Signing authority	18
21	Conduct of Board and Group EC members and
	other management	18
21.1	Duty of care and loyalty	18
21.2	Conflicts of interest	18
21.3	Duty of confidentiality	18
21.4	External mandates	18
22	Entry into force	19

Bylaws of Swiss Re Ltd 3

Abbreviations and defined terms

If not specified, all references to functions and roles in these Bylaws apply to both female and male persons.

The following abbreviations and defined terms are used herein:

	AC	Audit Committee
	AGM	Annual General Meeting of shareholders
	ALCO	Asset and Liability Committee
	Annual Report	The Business Report and the Financial Report
		of the Swiss Re Group (including the stand-
		alone financial statements of the Company)
	Appendices	Appendices to these Bylaws
	AoA	Articles of Association
	Board / Board of	Board of Directors of SRL
	Directors
	Board Secretariat	Company Secretary and Group Board
		Services
	BU(s)	Business Unit/Business Units
		(P&C Reinsurance, L&H Reinsurance, Global
		Clients & Solutions and Corporate Solutions)
	BU CEO	CEO of each respective BU
	CAF	Coordinated Assurance Framework
	CC	Compensation Committee
	CDTO	Chief Digital & Technology Officer
	CEO	Chief Executive Officer
	CF	Control Functions (Compliance, Risk
		Management, Internal Audit)
	CFO	Chief Financial Officer
	CGG	Group Corporate Governance Guidelines
	Chairperson /	Any person being a board member who is
	Chairperson of the	elected as Chairperson of the Board or who
	Board	chairs a Board Committee
	CHRO & Head CS	Chief Human Resources Officer &
		Head Corporate Services
	CIO	Chief Investment Officer
	CLO	Chief Legal Officer
	Company	SRL
	Company Secretary	Secretary of the Board and certain Board
		Committees
	Conflict of interest	A conflict of interest, be it financial,
		professional or business-related, may arise, in
		particular, if a Board, Group EC member or
		other key executive's private interest
		interferes or appears to interfere with the
		interests of the Swiss Re Group
	CRO	Chief Risk Officer

EC	Executive Committee
EGM	Extraordinary General Meeting of
	shareholders
FINMA	Swiss Financial Market Supervisory Authority
	FINMA
RC	Risk Committee
GF(s)	Group Function/Group Functions
	(Group Finance, Group Asset Management,
	Group Risk Management, Group HR & CS,
	Group Legal & Compliance, Group Digital &
	Technology)
GIA	Group Internal Audit
GMD	Group Managing Directors
GNSC	Governance, Nomination and Sustainability
	Committee
Group	SRL and all its direct and indirect Subsidiaries
Group EC Charter	Charter adopted by the Group EC, on the
	basis of the delegation by the Board, setting
	out the organization, duties and
	responsibilities of the Group EC members and
	its sub-committees and sub-groups
	(including annexes thereto)
HR	Human Resources
HTR	Head Treasury
IT	Information Technology
Key Approval	Internal documents setting out the authorities
Authorities (KAA)	of the members of the Board of Directors, the
	committees of the Board of Directors, and the
	Group EC
LID	Board member appointed as
	Lead Independent Director
SAA	Strategic Asset Allocation
Subsidiaries	Entities which are directly or indirectly
	controlled by SRL
Sustainability Report	The report on non-financial matters of the
	Swiss Re Group
SRL	Swiss Re Ltd
SRZ	Swiss Reinsurance Company Ltd
Swiss Re	SRL and all Subsidiaries
Swiss Re Group	SRL and all Subsidiaries
TLP	Target Liability Portfolio

4 Bylaws of Swiss Re Ltd

Preamble by the Chairperson of the Board of Directors

For more than 160 years Swiss Re has been a wholesale risk taker in the reinsurance and insurance sector and provides other insurance- based forms of risk transfer solutions. Our clients include insurance companies, corporations, the public sector and individual policyholders. We create value to our clients through superior client service delivery, underwriting and asset management.

Swiss Re and its employees follow the highest standards of business conduct and personal integrity.

Swiss Re Ltd (SRL) is the holding company of the Swiss Re Group. SRL is listed on the SIX Swiss Exchange and fulfils an oversight function with respect to the entire Group.

The operating business of the Swiss Re Group is carried out by Swiss

Reinsurance Company Ltd (SRZ) and its subsidiaries.

These Bylaws including its Appendices define the governance structure and provide the basis for (i) a clear and efficient allocation of responsibilities and authorities to different corporate bodies and key individuals, (ii) their accountability in performing these responsibilities and authorities and (iii) clear reporting lines.

The Bylaws, including its Appendices have been approved by the Board of Directors based on a proposal by the Governance, Nomination and Sustainability Committee (GNSC). The Bylaws comply with corporate governance requirements as well as with applicable laws, rules and regulations.

Bylaws of Swiss Re Ltd 5

Introduction

Introduction

1 Basis and purpose

1. Basis
   The Board has enacted these Bylaws based on Articles 716-716b of the Swiss Code of Obligations as well as on Articles 16 and 17 of the AoA.
2. Purpose
   The Bylaws define the organisational structure and functions of the Company and the responsibilities and authorities of its corporate bodies and their members.

2 Organisation

1. The Group's governance model
   SRL is the holding company of the Swiss Re Group and its Board of Directors fulfils an oversight function not only for SRL, but also with respect to its wholly owned main operating entity SRZ and the Group.
   The Board, under the leadership of the Chairperson, decides on the strategy for the Swiss Re Group and exercises the ultimate supervision over management. It has formed the following Board Committees to assist it in fulfilling its duties, as outlined in Appendix B of these Bylaws: GNSC, AC, CC and RC.
   In line with applicable law, rules and regulations, the AoA and Article 5.3 of these Bylaws, the Board has delegated the management of the Company and the Group to the Group EC under the leadership of the Group CEO. The Group EC is comprised of the Group CEO and the Group CFO, the Group CIO, the Group CRO, the Group CHRO & Head CS, the Group CLO and the Group CDTO. The Group EC also comprises the four (4) BU CEOs.
2. Legal structure
   SRL as the listed Group holding company controls all its Subsidiaries. The
   Swiss Re Group sets standards and policies to enable an efficient and harmonised steering of the Group whereby it respects the legal independence of the Subsidiaries.
3. Structure of the Bylaws
   Appendix A comprises the organisational chart. Appendix B sets out the objectives, composition and responsibilities of the Board Committees.

6 Bylaws of Swiss Re Ltd

Board of Directors

3 Membership

1. Election
   The Board proposes candidates for election by the shareholders' meeting based on proposals by the GNSC. For the evaluation of the candidates, the GNSC takes into consideration the criteria set out in Article 3.3 of these Bylaws.
2. Independence
   The Board shall consist of at least three-quarters of independent members. To be considered independent a Board member may not be and may not have been in the past three years, employed as a member of the Group EC, or by any Subsidiary of the Swiss Re Group and/or may not have a material relationship with any part of the Swiss Re Group (either directly or as a partner, director or shareholder of an organisation that has a material relationship with the Swiss Re Group) other than serving as an independent board member in any Subsidiary. In addition, the Board agrees on other criteria that disqualify a Board member from being considered independent, taking into consideration provisions of applicable law, regulations and best practice.
   A Board member must notify the Chairperson of the Board immediately if his or her circumstances change in a manner that may affect his or her independence.
3. Qualifications and nomination criteria

1. Board
   The Board must assemble among its members the balance of managerial expertise and knowledge from different fields required for the fulfilment of the oversight responsibility as well as for sound independent decision-making in line with the needs of the business. Membership on the Board requires a special skill set including international, national, industry or sector specific experience. The prevalence of these skills ensures that the Company has the relevant expertise that is required in the active involvement and supervision of an international, listed company. The Board assembles the necessary qualifications, skills and diversity to perform all required responsibilities. Furthermore, diversity considerations with regards to, among others, gender, age, nationality, race, ethnicity and regional representation are a priority for the Board composition. The selection of new Board members has to additionally be guided by the principles of inclusion, transparency and the avoidance of conflicts of interest.
2. Board member
   The Board defines the selection criteria against which candidates for a board membership are assessed. In general, experiences in key sectors such as insurance and reinsurance, finance, accounting, capital markets, risk management, sustainability, digitalisation, legal, tax and regulatory as well as leadership and decision-making experience in a large, complex financial institution should be represented in the Board. The mandate demands significant commitment, availability, integrity, high expertise and communication ability.
   A Board member may not have any management or executive function within the Swiss Re Group.
   Board members are assigned to the Board Committees according to special expertise they possess, and which is required for such committee.

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Board of Directors

4 Constitution

1. Number of members
   The Board consists of at least seven members as per Article 14.1 of the AoA.
2. Term of office
   The members of the Board and the Chairperson of the Board are elected individually by the shareholders' meeting for a term of office until completion of the next AGM. Members of the Board and the Chairperson whose term of office has expired are immediately eligible for re-election. No Board member may serve for more than 12 consecutive terms of office.
3. Constitutional meeting
   Save for the election of the Chairperson of the Board and the CC members, the Board constitutes itself at the first meeting following the AGM. The Board elects among its members a Vice Chairperson and a LID, who may be the same member acting in both roles as well as the Chairpersons and members of the Board Committees as proposed by the GNSC. The Vice Chairperson and the LID are appointed from amongst the independent Board members. The Board may remove the members from any such special function at any time.

5 Responsibilities and authorities

1. In general
   As determined by applicable law and the AoA, the Board has non-transferable and inalienable responsibilities and authorities.
   The Board has the ultimate responsibility for the success and for delivering the sustainable interests of the Swiss Re Group within a framework of effective and prudent controls.
   The Board is responsible for the overall direction, supervision and control of the Company and the Swiss Re Group and the Group EC as well as for supervising compliance with applicable laws, rules and regulations.
2. In particular
   The Board has the following non-transferable and inalienable duties, as determined in Article 16 of the AoA. With respect to these, it:

5.2.1 Overall direction of the Company

• defines the strategy of the Swiss Re Group (based on proposals by the Group EC);
• approves the Swiss Re Group capital allocation plan for both Underwriting and Asset Management (SAA);
• approves the Swiss Re Group Risk Strategy and annually approves the Group Risk Policy, which defines the Group's risk appetite and tolerance, key principles for risk taking and control, and key capital structuring principles based on endorsement by the RC;
• approves the entry into new business activities and the exit of existing activities, provided they are of strategic relevance;
• approves Corporate Transactions and Participations and approves an annual capital expenditure plan;
• approves the financial objectives and the means necessary to achieve them;
• approves the performance targets of the Group CEO; and
• approves all matters where such decisions exceed the authorities delegated to the Board Committees, the Group CEO and the Group EC and overrules decisions if necessary.

8 Bylaws of Swiss Re Ltd