Strategy

The Strategy Committee is composed of Denis Kessler (Chairman), Gérard Andreck, Georges Chodron de Courcel (Non-Voting Member), Peter Eckert, Charles Gave, Daniel Lebègue, Monica Mondardini, Malakoff Médéric Group (represented by Guillaume Sarkozy), Guylaine Saucier, Jean-Claude Seys, Claude Tendil and Daniel Valot, appointed by the Board of Directors and selected among the voting and non-voting members of the Board of Directors. Their term of office coincides with their term of office on the Board of Directors.

 

The Committee’s mission is to study development strategies and to examine any acquisition or disposal plan concerning an amount in excess of EUR 100 million.

 

The Chairman of the Committee may hear any employee or officer likely to provide relevant information for a clear understanding of a given point, the presence and information provided by this individual being limited to the relevant items on the agenda.

The Chairman of the Strategy Committee must exclude the non-independent members of the Committee from the discussion of items that could create an ethical problem or a conflict of interest.

 

In 2011, the Strategy Committee met on three occasions: Its work dealt with the entire strategy of the Group and, in particular, the review of acquisition plans.

On 4 November 2010, the Internal Charter of the Strategy Committee was modified by the Board of Directors.

 

Audit

The Audit Committee is composed of Daniel Lebègue (Chairman), Guylaine Saucier, Jean-Claude Seys and Daniel Valot. Each of its members is independent. According to its Internal Charter, the Committee comprises between three and five members appointed by the Board of Directors of the Company and selected among the voting and non-voting members of the Board of Directors, in accordance with the AFEP and MEDEF corporate governance code for listed corporations. The term of their mandates coincides with their term of office on the Board of Directors.

 

Due to their past experience and the duties that they have held during their careers, each member of the Committee has a high level of competence in financial matters.

 

The Committee is responsible for reviewing the Group’s financial situation, its compliance with internal policies, in addition to audits and reviews carried out by the auditors and by the internal control unit.

 

The Audit Committee has adopted an Internal Charter, setting forth two imperative missions:

• Accounting mission, including the analysis of periodic financial statements, the review of the relevance of choices and the correct application of accounting standards, the review of the accounting treatment of any material transaction, review of the scope of consolidation, review of off-balance sheet commitments, control of the selection and remuneration of statutory auditors, and supervision of any accounting and financial reporting documents before they are made public;
• Ethical and internal control responsibilities. In this context, the Audit Committee is responsible for ensuring that internal procedures, relating to the collection and auditing of data, guarantee the quality and reliability of the Group’s financial statements. The Audit Committee is also in charge of reviewing agreements with related parties (conventions réglementées), analysing and responding to questions from employees with regard to internal controls, the preparation of financial statements and the treatment of internal accounting books and records.

 

The Committee may consult the Chief Financial and Accounting Officer, the Chief Internal Auditor and external auditors on these issues. During the financial year 2011, it met with the auditors, the Group Chief Financial Officer (during the review of the financial statements) and the Chief Internal Auditor. The review of the financial statements was accompanied by a presentation made by the auditors underlining the major results of their works, as well as a presentation made by SCOR’s Chief Financial Officer describing risk exposure and its material off-balance sheets liabilities.

 

The Chairman of the Committee may hear any officer or employee likely to provide relevant information for a clear understanding of a given point; the presence and information provided by this individual being limited to the relevant items on the agenda. The internal regulations of the Committee were approved by the Board of Directors meeting of 4 November 2010.

 

During its four meetings in 2011, the Audit Committee discussions focused primarily on the following matters: review of the quarterly and annual financial statements, management of the Group’s debt, embedded value, impact of litigations on the financial statements, annual review of the work of the Audit Committees of Group subsidiaries, annual review of Group Policies and Group Guidelines.

Compensation and Nomination

The Compensation and Nomination Committee is composed of Claude Tendil (Chairman), Georges Chodron de Courcel (Non-Voting Member), Charles Gave, Guylaine Saucier and Daniel Valot. According to its Internal Charter, the Compensation and Nomination Committee is composed of between three and five members appointed by the Board of Directors and chosen among the members of voting and non-voting members of the Board of Directors. The term of their mandate coincides with their term of office within the Board of Directors.
The four voting members of the committee are independent.

 

The Committee submits recommendations to the Board of Directors concerning compensation packages for the corporate officers and members of the Group’s Executive Committee, and concerning pensions, stock allotment, stock option and stock subscription plans, and makes proposals concerning the composition and organization of the Board of Directors and its Committees. Its missions are described in the Internal Charter.
The Committee met five times in 2011. Its works dealt with stock allotment and subscription plans, and the modalities of remuneration of the Chairman and Chief Executive Officer and other members of the Executive Committee of the Group. The Committee focused on the renewal and composition of the Board of Directors.

 

The Committee also worked on the general organization and the remuneration policy, and on the succession schemes of the key officers of the Group. It also conducted a review of the director’s fees and expenses for the all Directors within the Group.

The Chairman of the Committee may hear any officer or employee likely to provide relevant information for a clear understanding of a given point; the presence and information provided by this individual being limited to the relevant items on the agenda. The Internal Charter of the Compensation and Nomination Committee was approved by the Board of Directors of the Company on 18 March 2005 and modified by the Board of Directors on 4 November 2010.

Risk

The Risk Committee members are Peter Eckert (Chairman), Charles Gave, Daniel Lebègue, Malakoff Médéric Group (represented by Guillaume Sarkozy as permanent representative), Guylaine Saucier, Jean-Claude Seys and Daniel Valot.

 

All members are independent.

 

The Committee is responsible for highlighting the main risks to which the Company is exposed, regarding both assets and liabilities, and for ensuring that the means put in place to monitor and manage those risks have been effectively implemented. It examines SCOR’s risks and its Enterprise Risk Management (ERM) policy. The Committee met five times in 2011, primarily to discuss the following matters: analysis of the Group’s main exposures, risk appetite, retrocession policy and coverage, solvency and transition to Solvency II, internal model results regarding asset/liability and capital allocation management, standards and guidelines for asset management, internal control and Directors’ and Officers’ liability insurance.