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Swiss Life Compensation Report for the Financial Year 2016

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The General Meeting of Shareholders of Swiss Life Holding on 23 April 2014 approved various provisions of the Articles of Association, in response to a proposal by the Board of Directors pertaining to the implementation of the Ordinance against Excessive Compensation in Listed Stock Companies (Compensation Ordinance, VegüV), which take account of the requirements and powers of the General Meeting of Shareholders in relation to corporate governance and compensation.

With regard to the compensation system, the key principles of the compensation policy of the Swiss Life Group are regulated by the Articles of Association. The members of the Board of Directors are granted exclusively fixed compensation. This is paid partly in blocked Swiss Life Holding shares, with the amount, date of allocation and duration of the blocking period set by the Board of Directors. The members of the Corporate Executive Board are entitled to a fixed basic salary and, if applicable, a short- and long-term variable compensation component. The variable compensation for members of the Corporate Executive Board has been limited under the Articles of Association to a maximum 181% of the fixed basic salary.

Pursuant to the Articles of Association, the General Meeting of Shareholders is responsible for approving the maximum total amount of fixed compensation for the Board of Directors until the next ordinary General Meeting. The General Meeting of Shareholders also votes on a prospective basis on the maximum amount of the fixed compensation and the long-term variable compensation component (equity compensation plan) for the Corporate Executive Board for the next financial year. By contrast, the short-term variable compensation component for the Corporate Executive Board is submitted for approval to the General Meeting of Shareholders on a retrospective basis for the previous financial year, in full cognisance of the respective business figures.

Since 2009, Swiss Life has given shareholders the opportunity to hold a separate advisory vote at the General Meeting on the compensation report for the relevant financial year. The outcome of the vote is of material importance for the Board of Directors in their assessment and structuring of compensation. This vote on the compensation report will continue to be held in the future in line with good corporate governance practice.

On the basis of the new powers of the General Meeting of Shareholders in relation to compensation under the Articles of Association, which came into effect on 1 January 2015, the General Meeting of Shareholders approved the compensation for the Board of Directors and the Corporate Executive Board on 27 April 2015 as follows:

  • For the Board of Directors: The maximum total amount of fixed compensation until the next ordinary General Meeting in 2016 in the amount of CHF 3 300 000 in total
  • For the Corporate Executive Board: The short-term variable compensation component for the 2014 financial year in the amount of CHF 3 949 081 in total (bonus and deferred compensation in cash), determined by the Board of Directors at the beginning of 2015 in view of the 2014 annual results, and the maximum total amount of the fixed compensation and the long-term variable compensation (equity compensation plan) for the 2016 financial year in the amount of CHF 12 800 000 in total.

At the General Meeting of Shareholders of 26 April 2016, the following compensation was approved for the Board of Directors and Corporate Executive Board:

  • For the Board of Directors: The maximum total amount of fixed compensation until the next ordinary General Meeting in 2017 in the amount of CHF 3 440 000 in total.
  • For the Corporate Executive Board: The short-term variable compensation component for the 2015 financial year in the amount of CHF 4 152 500 in total (bonus and deferred compensation in cash), determined by the Board of Directors at the beginning of 2016 in view of the 2015 annual results, and the maximum total amount of the fixed compensation and the long-term variable compensation (equity compensation plan) for the 2017 financial year in the amount of CHF 13 700 000 in total.

In the same way, the General Meeting on 25 April 2017 will be asked to approve the exclusively fixed compensation for the Board of Directors until the 2018 ordinary General Meeting, the short-term variable compensation component for the Corporate Executive Board for the 2016 financial year and the maximum total amount of fixed compensation (basic salary incl. ancillary costs and occupational provisions) and of the long-term variable compensation component (equity compensation plan) for the 2018 financial year.

The proposed budget/maximum amount for the fixed and long-term variable compensation for the Corporate Executive Board for the 2018 financial year represents an upper limit, which would only be exhausted in the case of exceptional business performance. The Board of Directors will determine the fixed compensation and the long-term variable compensation component for the Corporate Executive Board at the beginning of 2018 and will detail the key underlying factors in the respective compensation report, on which the shareholders can in turn hold an advisory vote.

The Articles of Association of Swiss Life Holding can be viewed online and printed out at www. swisslife.com, “The Swiss Life Group” area, “Corporate Governance” section, “Organisation and principles” subsection (www.swisslife.com/articles). For stipulations on compensation and on the approval of compensation for the Board of Directors and the Corporate Executive Board, particular reference is made to Articles 14–16 of the Articles of Association.

Guidelines and standards

The following information takes into account the requirements under the directive of the SIX Swiss Exchange on information relating to corporate governance and Circular 2010/1 of the Swiss Financial Market Supervisory Authority FINMA on minimum standards for remuneration schemes of financial institutions, as well as the transparency requirements under the Compensation Ordinance.

Additional information on compensation and benefit expenditure for the management and employees of the Swiss Life Group can be found in the Consolidated Financial Statements (notes 23 and 29). The information according to Art. 663c of the Swiss Code of Obligations regarding the shareholdings of members of the Board of Directors and the Corporate Executive Board is shown in the Notes to the Swiss Life Holding Financial Statements.

The information on compensation granted to Corporate Executive Board mem bers also includes the variable compensation, which was determined by the Board of Directors at the beginning of 2017 and is published on an accrual basis as compensation for the 2016 financial year. The members of the Board of Directors are granted exclusively fixed compensation, payable 70% in cash and 30% in Swiss Life Holding shares; the allocated shares are subject to a three-year blocking period.

The compensation received by each member of the Board of Directors, and that of the acting Chairman of the Corporate Executive Board (Group CEO), who in the period under review received the highest compensation of the members of the Corporate Executive Board, is disclosed on an individual basis.

Compensation policy principles

The compensation policy principles are governed by the Articles of Association of Swiss Life Holding. Within this framework, the Board of Directors as a whole establishes the compensation policy guidelines for the Group (incl. variable compensation and equity compensation plans) and relevant guidelines for the employee benefit institutions.

The compensation policy underpins the performance culture required by the corporate strategy and is part of the HR policy. The aim is to retain well-qualified employees and gain new, highly skilled staff. The compensation system is in line with the market environment and must be competitive. The individual overall compensation takes into account the employee’s professional skills, engagement and personal performance. It is made up of the basic salary, a short-term variable compensation component based on achievement of the annual objectives, which is generally paid out in cash and possibly in shares and, if applicable, as deferred compensation in cash, and a long-term variable compensation component in the form of an equity compensation plan, as well as contributions to occupational provisions and risk insurance.

The salary is determined according to the employee’s function and skill set, and is annually reassessed and adjusted if appropriate. Salary comparison studies and recognised job evaluation systems are used to check appropriateness and to ensure internal and external comparability.

The variable compensation components are linked to the strategic objectives of the Group and the individual divisions, and the associated financial and HR-related targets. They are based on the achievement of annual objectives defined in advance for a period of three years as part of medium-term planning and determined on the basis of the actual performance of individuals or teams in relation to the objectives set (performance-linked payment) and on the degree of achievement of the Swiss Life Group targets as reflected in its annual result (share in the company’s success). Quantitative and qualitative performance is also always assessed on the basis of the competencies required for the function held, such as professional expertise, entrepreneurship, task fulfilment, cooperation and leadership. The percentage weighting between the individual and/or team performance and the share in the company’s success depends on the position and responsibilities of the function holder.

The share in the company’s success is measured using quantitative Group targets (Key Performance Indicators, KPIs), which are defined in advance for the following three years as part of medium-term planning. The main KPIs for the medium-term planning are, besides the annual profit, payout capacity, the planned cost savings, the risk and fee result, new business profitability, the return on equity and solvency (Swiss Solvency Test, SST). In order to avoid conduct aimed at the short-term achievement of key indicators with a higher weighting, the individual KPIs are not mechanistically weighted in advance. Their individual weighting is determined at the end of each financial year by the Board of Directors as a whole on the basis of a proposal by the Compensation Committee taking all developments into account and consideration (discretionary decision).

Personal performance based on the specified quantitative and qualitative objectives is assessed annually in the employee appraisal procedure implemented throughout the Group (Group Performance System, GPS). Two assessment elements/models are used for determining objectives and evaluating performance: the Group Objectives Model (GOM) relating to qualitative and quantitative objectives and the Group Competency Model (GCM) for measuring and assessing individual competencies and behaviour, including the relevant compliance regulations.

For persons responsible for risk management and risk control, the quantitative objectives are set in such a way that performance is not linked to the result of the monitored business unit, specific products or transactions.

In order to be eligible for any variable compensation, a GPS target achievement of at least 80% is required.

Permanent employment contracts in Switzerland contain notice periods of between three and twelve months, depending on position and seniority. All employment contracts with members of the Corporate Executive Board specify a notice period of twelve months. Members of the Corporate Executive Board have no contractual entitlements to severance payments. Likewise members of the Board of Directors have no such entitlements

Practice and procedure

Pursuant to the Organisational Regulations, the Board of Directors as a whole is responsible for determining the level and make-up of compensation for its members, whereas the Compensation Committee is responsible for putting forward appropriate proposals (for the internal organisation of the Board of Directors see “Internal organisational structure”). The Board of Directors as a whole also establishes the guidelines for the company’s compensation policy. In doing so, it takes into consideration the compensation policies of other companies in the financial services industry, drawing its findings from publicly available information and studies by independent external experts. Comparable companies in the insurance sector in Switzerland used for the purposes of providing relevant information for the current compensation policy included Allianz, AXA, Baloise Insurance, Swiss Re, Zurich Insurance Group and Helvetia.

The Board of Directors as a whole also sets the level and distribution of the variable compensation pool for all employees on the basis of its compensation policy guidelines based on a proposal by the Compensation Committee. When determining the level of the allocation to the compensation pool, it takes into consideration the annual result, as well as medium-term planning and the degree of target achievement.

Finally, the Board of Directors as a whole is responsible for determining the individual compensation of members of the Corporate Executive Board.

As part of the implementation of the Compensation Ordinance and based on the amended Articles of Association as in force on 1 January 2015, the General Meeting of Shareholders approves, on the basis of a proposal by the Board of Directors, the maximum total amount of fixed compensation and long-term variable compensation for the Corporate Executive Board for the following financial year. This prospective approval excludes the short-term variable compensation compo - nent for the Corporate Executive Board, which is approved by the General Meeting of Shareholders retrospectively for the previous financial year. In addition, the General Meeting of Shareholders can, under Article 16 of the Articles of Association, pass a resolution at any time to retrospectively increase an approved total amount. If new members of the Corporate Executive Board are appointed after a resolution approving the compensation has been passed, the Articles of Association stipulate that a supplementary amount of a maximum 40% of the total amount for the year in question is available for their compensation and to offset any disadvantages in connection with the change of job; this does not require the approval of the General Meeting of Shareholders.

The Board of Directors carries out an annual performance assessment of all members of the Corporate Executive Board, based on preparatory work by the Compensation Committee. In addition, current aspects of HR policy and, in particular, succession planning are regularly discussed at meetings of the Compensation Committee and the Board of Directors as a whole.

The Board of Directors may consult independent professionals where deemed appropriate. In the year under review, Swiss Life was advised on specific compensation-related matters by PricewaterhouseCoopers (PwC).

Within the framework of the compensation arrangements for members of the Corporate Executive Board, “deferred compensation in cash” was introduced on 1 January 2012 as a new compensation component related to the short-term variable compensation. On the basis of the corresponding regulations, a portion of the short-term variable cash compensation determined by the Board of Directors is not paid immediately but after a period of three years has elapsed and provided that the regulatory requirements are satisfied at that point. The allocated deferred compensation in cash represents an entitlement during the three-year deferral period. The underlying “deferred cash plan” also provides for adjustment and reclaiming mechanisms (clawback). A full or partial reduction of the deferred compensation is provided for in the following cases: negative impact of the key figures applying to the allocation of deferred compensation due to a restatement of the annual accounts or damage to Swiss Life as a result of a violation of statutory, regulatory or compliance standards by participants in the plan. If the employment relationship is terminated by a participant during the three-year deferral period for deferred compensation in cash, the entitlements expire worthless (retention component). For the 2016 financial year, the Board of Directors has determined that, as in the previous year, as from a variable compensation amount in cash of CHF 500 000, 23% of the total variable compensation in cash is to be allocated as deferred compensation in cash.

As a long-term variable compensation component linked to the performance of the Swiss Life Holding share price and to the medium-term planning and degree of target achievement, an equity compensation plan has been in place since 2004 for members of the Corporate Executive Board and other key performers within the Swiss Life Group, who are determined by the Corporate Executive Board with the approval of the Compensation Committee. Based on this plan, participants are granted future subscription rights to Swiss Life Holding shares. These subscription rights entitle them to receive Swiss Life Holding shares free of charge after a period of three years has elapsed, provided that the prerequisites under the plan have been satisfied at that point.

Since 2011 participants in the equity compensation plan have been allocated Restricted Share Units (RSUs) on 1 April (2011–2013 equity compensation plans) or on 1 March (equity compensation plans from 2014). The 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. 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 linearly with the Swiss Life Holding share price and thus symmetrically corresponds with shareholder interests. 56 members of Swiss Life Group senior management participated in the 2013 equity compensation plan, in which a total of 74 630 RSUs were allocated; 18 590 in total to the Corporate Executive Board, of which 3360 to Bruno Pfister, in his capacity as Group CEO at the time. 57 members of Swiss Life Group senior management participated in the 2014 equity compensation plan. A total of 57 223 RSUs were allocated; 14 432 in total to the members of the Corporate Executive Board, of which 4226 to Bruno Pfister as Group CEO at the time. Altogether 51 members participated in the 2015 equity compensation plan, in which a total of 51 660 RSUs were allocated; 13 288 in total to the Corporate Executive Board, of which 3644 to Patrick Frost in his capacity as Group CEO since 1 July 2014. 51 members of Swiss Life Group senior management participated in the 2016 equity compensation plan, in which a total of 51 270 RSUs were allocated; 14 586 in total to the Corporate Executive Board, of which 3478 to Patrick Frost, in his capacity as Group CEO. A total of 58 members of Swiss Life Group senior management participated in the 2017 equity compensation plan. A total of 43 768 RSUs were allocated: 12 177 in total to the members of the Corporate Executive Board, of which 3017 RSUs to Patrick Frost as Group CEO.

The 2013–2015 equity compensation plans are based on the Group-wide programme “Swiss Life 2015”, which had been announced at the Swiss Life Group’s Investors’ Day on 28 November 2012 (see www.swisslife.com/investorsday2012). With regard to the 2013 and 2014 equity compensation plans, the Board of Directors set the following performance criteria on the basis of the medium-term planning 2013–2015 (2013 equity compensation plan) and 2014–2016 (2014 equity compensation plan): cost efficiency (50% weighting), risk and fee result (25% weighting) and IFRS profit (25% weighting). With regard to the 2015 equity compensation plan, the Board of Directors has set the following performance criteria on the basis of the medium-term planning 2015–2017: IFRS profit (50% weighting), the risk and fee result (25% weighting) and Cash to Swiss Life Holding for further strengthening of the financial substance and payout capacity (25% weighting). The 2016 and 2017 equity compensation plans are based on the new Group-wide programme “Swiss Life 2018”, which was announced at the Swiss Life Group’s Investors’ Day on 25 November 2015 (see www.swisslife.com/investorsday2015). For the purpose of supporting the achievement of the respective corporate goals, performance criteria have been determined by the Board of Directors analogously to the previous year’s objectives (IFRS profit, 50% weighting; risk and fee result, 25% weighting; Cash to Swiss Life Holding, 25% weighting).

After expiry of the thee-year period of the RSU plan, the target value for each performance criterion according to the medium-term planning is compared with the actual result achieved. The share allocation corresponds to the number of allocated RSUs (1 RSU = 1 share) if all three performance criteria 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 in accordance with the weighting of the performance target concerned or the RSUs expire worthless. For reasons of trade secrecy, the precise target values cannot be disclosed in advance; after expiry of the equity compensation plan, the number of RSUs available for exercise according to the effective performance and, respectively, the corresponding degree of target achievement and the corresponding share allocation (vesting) will be disclosed. The corresponding information on the vesting of the various equity compensation plans and the shares allocated, is set out in Note 23 of the Consolidated Financial Statements.

The attribution of the long-term variable compensation component (equity compensation plan, 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). These apply in the case of a negative impact of the key figures applying to the allocation of deferred compensation due to a retroactive correction to a restatement of the annual accounts and in the case of 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 term of the RSU plan, the future entitlements expire worthless.

Compensation to members of the Board of Directors

The members of the Board of Directors are granted exclusively fixed compensation. This is paid 70% in cash and 30% in Swiss Life Holding shares; the shares are subject to a three-year blocking period from the date of allocation.

The compensation takes into account membership of the Board of Directors of Swiss Life Holding and its subsidiary Swiss Life Ltd, as well as membership of the individual Board Committees, and is commensurate with the individual’s function and workload.

As Chairman of the Board, Rolf Dörig is affiliated to the employee benefits institutions of Swiss Life for the purpose of occupational provisions. No such affiliation exists for other members of the Board of Directors and no contributions have been made on their behalf. Based on the regulations of the employee benefits institutions Rolf Dörig’s active affiliation as Chairman of the Board was terminated at the end of May 2016. Therefore the regulatory duty to pay contributions in the form of insured and employer contributions for Rolf Dörig’s occupational provisions no longer applies as of 1 June 2016.

For the period from the 2015 ordinary General Meeting to the 2016 ordinary General Meeting, the General Meeting of 27 April 2015 approved a maximum total amount of fixed compensation for the members of the Board of Directors in the amount of CHF 3 300 000 in total. On this basis, the Board of Directors determined the compensation for the members of the Board of Directors unchanged at the same level as in the previous year; effectively the fixed compensation for the Board of Directors during the period in question amounted to (2015 General Meeting to 2016 General Meeting) CHF 3 252 519 in total.

For the period from the 2016 ordinary General Meeting to the 2017 ordinary General Meeting, the General Meeting of Shareholders of 26 April 2016 approved a maximum amount of fixed compensation for the Board of Directors totalling CHF 3 440 000, which was slightly higher than the previous year, for the purpose of increasing by CHF 10 000 the basic compensation for the members of the Board of Directors, which had remained unchanged at CHF 110 000 since 2011; the compensation for time expenditure related to chairing a Board of Directors’ Committee was also increased slightly. Compensation for the Vice Chairmen and for the Chairman of the Board of Directors remained unchanged.

The compensation paid to members of the Board of Directors in the 2016 financial year is shown on an individual basis in the 2016 compensation table below. For comparison purposes, the compensation for the 2015 financial year is shown again after the 2016 compensation table.

Compensation in blocked shares is reported in both tables on the basis of the respective stock exchange closing prices on the day of allocation. The economic value at allocation, which is equal to the tax value, is indicated in footnote 3.

At the General Meeting of 25 April 2017, the Board of Directors will submit for approval to the shareholders the maximum amount of fixed compensation for the Board of Directors for the new term from the 2017 ordinary General Meeting until the 2018 ordinary General Meeting.

Compensation to the Board of Directors in 2016 (audited)

Amounts in CHFCompensation in cashCompensation in blocked shares1Expenditure for occupational provisions
AmountNumberAmount (at closing price on allocation)Total compensation in cash and shares amount) 2Regular
contributions 3
Extra- ordinary contri- butionsAggregate total (amount)
Rolf Dörig, Chairman of the Board of Directors840 0001 407360 2401 200 240110 2291 310 469
Gerold Bührer245 000411105 231350 231
Frank Schnewlin245 000411105 231350 231
Wolf Becke95 66816141 324136 992
Adrienne Corboud Fumagalli95 66816141 324136 992
Ueli Dietiker105 00017545 135150 135
Damir Filipovic95 66816141 324136 992
Frank W. Keuper95 66816141 324136 992
Henry Peter135 33422558 167193 501
Franziska Tschudi Sauber95 66816141 324136 992
Klaus Tschütscher95 66816141 324136 992
TOTAL BOARD OF DIRECTORS2 144 3423 595921 9483 066 290110 2293 176 519

Compensation to the Board of Directors in 2015 (audited)

Amounts in CHFCompensation in cashCompensation in blocked shares 1Expenditure for occupational provisions
AmountNumberAmount (at closing price on allocation)Total compensation in cash and shares (amount) 2Regular
contributions 3
Extra- ordinary contri- butionsAggregate total (amount)
Rolf Dörig, Chairman of the Board of Directors840 0001 542360 2101 200 210287 6411 487 851
Gerold Bührer245 000451105 342350 342  
Frank Schnewlin245 000451105 342350 342  
Wolf Becke91 00016839 247130 247  
Adrienne Corboud Fumagalli91 00016839 247130 247  
Ueli Dietiker91 00016839 247130 247  
Damir Filipovic91 00016839 247130 247  
Frank W. Keuper91 00016839 247130 247  
Henry Peter112 00020648 126160 126  
Franziska Tschudi Sauber91 00016839 247130 247  
Klaus Tschütscher91 00016839 247130 247  
TOTAL BOARD OF DIRECTORS2 079 0003 826893 7492 972 749287 6413 260 390

Compensation to members of the Corporate Executive Board

Compensation remitted to members of the Corporate Executive Board comprises the fixed basic salary, short-term variable compensation in cash and other compensation (child allowances, company cars, premium contributions to 3rd pillar pension plans). The short-term variable compensation in cash is allocated as a bonus and as deferred compensation in cash. The deferred compensation in cash is paid out after a period of three years has elapsed and provided that the regulatory requirements have been satisfied. In addition, a long-term variable compensation component is in place in the form of an equity compensation plan linked to the performance of the Swiss Life Holding share price, respectively to medium-term planning and corresponding target achievement (RSU plan). As already mentioned, participants are entitled to Swiss Life Holding shares after a period of three years has elapsed and provided that the relevant requirements are satisfied at the time of allocation.

The fixed basic salary is determined annually by the Board of Directors, on the basis of a proposal by the Compensation Committee, taking into account the individual member’s function-related responsibility and the current market conditions.

The variable compensation components are determined by the Board of Directors in accordance with the compensation policy and based on the company result and the achievement of personal goals during the relevant business year, assessed in the employee appraisal procedure implemented throughout the Group (Group Performance System, GPS)

The amount of the variable compensation (short-term variable compensation in cash and equity compensation plan as a long-term variable compensation component) is limited in the Articles of Association of Swiss Life Holding to a maximum of 181% of the fixed basic salary (statutory “bonus cap”, upper limit for the variable compensation). On the basis of the current compensation policy the Board of Directors has, with a view to harmonising fixed and variable compensation in the case of maximum target achievement and departing from a benchmark of 100%, set a range of 100–130% of the fixed basic salary for the variable compensation components; under extraordinarily positive circumstances the Board of Directors may augment this range at its own discretion to a maximum of 150%. Starting from the principle of equal apportionment, the ratio of short-term to long-term variable compensation components is determined by the Board of Directors in consideration of the results achieved in the respective business year (discretionary decision). In the case of an “on target” achievement, the range for variable compensation of members of the Corporate Executive Board is 80–100% of the fixed basic salary (“on-target bonus”).

The short-term and long-term components of the variable compensation are allocated in principle in equal amounts (1:1 ratio), whereby the deferred compensation components (RSU plan and deferred compensation in cash) are considered as a whole. The Board of Directors may determine a different ratio for the Corporate Executive Board as a whole or for the Chairman or individual members of the Corporate Executive Board (discretionary decision).

At Corporate Executive Board level, variable compensation depends 60% directly on the company’s success. The Key Performance Indicators (KPIs) used to assess company success include, as mentioned above, key figures relating to annual profit, payout capacity, cost savings, the risk and fee result, new business profitability, return on equity and solvency (Swiss Solvency Test, SST)

40% of the variable compensation is based on Corporate Executive Board members’ achievement of specified personal goals. On the one hand, these personal goals are linked back to the company’s success, in that each Corporate Executive Board member has to meet personal quantitative objectives contributing to the company’s success in relation to his division. On the other hand, the personal goals cover qualitative factors, namely project targets, risk management and compliance goals, as well as requirements relating to leadership and to supporting and further developing corporate culture.

Swiss Life again increased its earnings power during the year under review in spite of a renewed fall in interest rates. The medium-term targets were clearly exceeded. Adjusted profit from operations was up again from the previous year’s high level at CHF 1.4 billion, an increase of 5% over 2015. Likewise IFRS net profit also increased by 5% year-on-year and insurance reserves were again significantly strengthened in favour of policyholders. The risk and fee result and profitability of new business both exceeded their medium-term targets, as did adjusted return on equity, which was, as in the previous years, at the upper end of the target range of 8–10%. In view of the extremely low interest rate environment the 10% increase in the value of new business was particularly pleasing. The solvency target was, based on the internal SST model approved with conditions, achieved from a quantitative and qualitative perspective. Finally, targets for cost savings and the strengthening of Swiss Life Holding’s financial substance and payout capacity were also met.

For the 2016 financial year, the General Meeting of Shareholders of 27 April 2015, as mentioned at the start of the Compensation Report, had approved a maximum total amount of the fixed compensation and the long-term variable compensation component (equity compensation plan) for the Corporate Executive Board of CHF 12 800 000, based on the Articles of Association applicable on 1 January 2015. In line with this, the Board of Directors set a fixed compensation at the beginning of 2016 (basic salary incl. ancillary costs and occupational provisions) of CHF 9 385 173 in total for the members of the Corporate Executive Board. It also granted future subscription rights worth CHF 3 145 618, as long-term variable compensation under the 2016 RSU plan, to the members of the Corporate Executive Board, at the start of April 2016, for the extraordinarily good performance in 2015, when Swiss Life again had increased its operational effectiveness and achieved profitable growth; these rights entitle the holder to receive Swiss Life Holding shares following a three-year vesting period, provided the requirements are satisfied at that point. The approved budget was applied to the sum of CHF 12 530 791 in view of the excellent business development.

At the General Meeting of Shareholders of 25 April 2017, the Board of Directors will again submit for approval the maximum amount of the fixed compensation and long-term variable compensation component (equity compensation plan) for the Corporate Executive Board for the 2018 financial year.

The compensation for members of the Corporate Executive Board for the 2016 financial year is reported in detail in the 2016 compensation table below. Patrick Frost, Chairman of the Corporate Executive Board (Group CEO) since 1 July 2014, received the highest compensation of the members of the Corporate Executive Board in the 2016 financial year; accordingly his compensation is disclosed individually.

In addition to Group CEO Patrick Frost, six persons were members of the Corporate Executive Board for the entire year under review, as reported in the compensation table below.

The short-term variable compensation component for the Corporate Executive Board of a total CHF 4 437 500 (cash bonus of CHF 3 825 500 and deferred compensation in cash of CHF 612 000), which was determined by the Board of Directors at the beginning of 2017 for the 2016 financial year and will be proposed to the General Meeting of Shareholders on 25 April 2017 for approval, is disclosed in the following compensation table on an accrual basis as compensation for the 2016 financial year (accrual method). The members of the Corporate Executive Board did not receive any compensation in shares for the 2016 financial year; they are participating in the current equity compensation plan that provides for the allocation of so-called Restricted Share Units (RSUs).

The long-term variable compensation component in the form of the equity compensation plan (RSU plan 2017) is also reported in the compensation table for the 2016 financial year, which serves as the basis for the amount of the allocation and the corresponding number of allocated RSUs (accrual method).

Expenditure for occupational provisions for members of the Corporate Executive Board in the period under review amounted to CHF 1 701 061. This includes the ordinary annual employer contribution of CHF 273 146 for the occupational benefits of Patrick Frost, Group CEO.

The stated amounts do not include social security contributions (AHV/IV/ALV/FAK) payable by the employer under the law. The respective expenditure is shown in footnote 6 of the 2016 compensation table.

Following the 2016 compensation table, the details of the compensation for 2015 are stated in a separate table for comparison.

Compensation to the Corporate Executive Board in 2016 (audited)

Amounts in CHFCompensation
in cash
Compensation in shares
SalaryBonus for 2016 paid in 20173Other compensation4Total compensation in cashNumberAmountTotal compensation in cash and shares (amount)
Patrick Frost, Group CEO1 500 000900 00030 1622 430 162002 430 162
Other members of Corporate Executive Board1,26 044 4012 925 500109 5499 079 450009 079 450
TOTAL CORPORATE EXECUTIVE BOARD7 544 4013 825 500139 71111 509 6120011 509 612

Amounts in CHFExpenditure for occupational provisions 
Regular contributions5Extraordinary contributionsAggregate total compensation in cash and in shares and occupational provisions expense (amount)6
Patrick Frost, Group CEO273 14602 703 308
Other members of Corporate Executive Board1 427 915010 507 365
TOTAL CORPORATE EXECUTIVE BOARD1 701 061013 210 673

Amounts in CHFVariable deferred compensation in cash4Restricted Share Units (RSUs) RSU-plan 20178,9
Amount7NumberAmountAggregate total compensation incl. deferred compensation in cash and RSUs (amount)
Patrick Frost, Group CEO270 0003 017850 1913 823 499
Other members of Corporate Executive Board342 0009 1602 581 28813 430 653
TOTAL CORPORATE EXECUTIVE BOARD612 00012 1773 431 47917 254 152

Compensation to the Corporate Executive Board in 2015 (audited)

Amounts in CHFCompensation
in cash
 Compensation in shares
SalaryBonus for 2015 paid in 20164Other compensation5Total compensation in cashNumberAmountTotal compensation in cash and shares (amount)
Patrick Frost, Group CEO11 500 000830 00024 7622 354 762002 354 762
Other members of Corporate Executive Board2,36 156 4202 773 500121 1259 051 045009 051 045
TOTAL CORPORATE EXECUTIVE BOARD7 656 4203 603 500145 88711 405 8070011 405 807

Amounts in CHFExpenditure for occupational provisions
Regular contributions6Extraordinary contributionsAggregate total compensation in cash and in shares and occupational provisions expense (amount)7
Patrick Frost, Group CEO228 42102 583 183
Other members of Corporate Executive Board11 394 504010 445 549
TOTAL CORPORATE EXECUTIVE BOARD1 622 925013 028 732

Amounts in CHFVariable deferred compensation in cash4Restricted Share Units (RSUs) RSU plan 20169,10
Amount8NumberAmountAggregate total compensation incl. deferred compensation in cash and RSUs (amount)
Patrick Frost, Group CEO245 0003 478750 0653 578 248
Other members of Corporate Executive Board1304 00011 1082 395 55313 145 102
TOTAL CORPORATE EXECUTIVE BOARD549 00014 5863 145 61816 723 350

Additional fees and compensation to members of governing bodies1

No additional fees and compensation were paid to members of governing bodies in the year under review.

1 audited

Compensation to former members of governing bodies1

No compensation was paid to former members of governing bodies in the year under review.

1 audited

Compensation to closely linked parties1,2

No compensation was paid to closely linked parties in the year under review.

1 audited
2 Closely linked parties” are natural persons and legal entities (in the sense of Art. 678 of the Swiss Code of Obligations and Art. 16 of the Compensation Ordinance) that have close personal, economic, legal or de facto ties with members of governing bodies. This typically includes spouses, minor children, companies controlled by members of governing bodies, and natural or legal persons ser ving as members of governing bodies in a fiduciar y capacity.

Loans and credits to members of governing bodies1

In accordance with the Articles of Association, the Company may grant members of the Board of Directors and the Corporate Executive Board secured loans and credits at usual market terms for up to CHF 10 million each and unsecured loans and credit of up to CHF 0.5 million each.

No loans or credit were granted to members of governing bodies in the year under review; as at the balance sheet date, there are no outstanding loans or credit to members of governing bodies.

1 audited

Loans and credits to former members of governing bodies1

No loans or credit were granted to former members of governing bodies in the year under review; as at the balance sheet date, there are no outstanding loans or credit to former members of governing bodies.

1 audited

Loans and credits to closely linked parties1,2

No loans or credit were granted to closely linked parties in the year under review; as at the balance sheet date, there are no outstanding loans or credit to closely linked parties.

1 audited
2 “Closely linked parties” are natural persons and legal entities (in the sense of Art. 678 of the Swiss Code of Obligations and Art. 16 of the Compensation Ordinance) that have close personal, economic, legal or de facto ties with members of governing bodies. This typically includes spouses, minor children, companies controlled by members of governing bodies, and natural or legal persons ser ving as members of governing bodies in a fiduciar y capacity.

Share ownership/Participation rights

As at the balance sheet date of 31 December 2016, acting members of the Board of Directors and the Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding shares in the form of Restricted Share Units (RSU):

Board of Directors

SLH shares
 31.12.2016
Rolf Dörig, Chairman of the Board of Directors33 290
Gerold Bührer7 151
Frank Schnewlin4 804
Wolf Becke983
Adrienne Corboud Fumagalli463
Ueli Dietiker697
Damir Filipovic1 446
Frank W. Keuper683
Henry Peter9 483
Franziska Tschudi Sauber2 900
Klaus Tschütscher683
TOTAL BOARD OF DIRECTORS62 583

Corporate Executive Board

Restricted Share Units (RSUs)SLH shares
31.12.2016131.12.20161
Patrick Frost, Group CEO9 44611 625
Thomas Buess6 45517 704
Nils Frowein5 258600
Ivo Furrer6 4551 000
Markus Leibundgut5 0353 070
Stefan Mächler3 3071 500
Charles Relecom5 0173 430
TOTAL CORPORATE EXECUTIVE BOARD40 97338 929

Shareholdings as well as future subscription rights to Swiss Life Holding shares as at 31 December 2015 are shown in the Notes to the Swiss Life Holding Financial Statements.

Options

No share options have been granted in the Swiss Life Group since 2003 and no options are outstanding.

Further information

In the form of an overview, the following additional information is provided on the Swiss Life Group compensation systems for the 2016 financial year:

In CHF (unless otherwise indicated)
Total compensation 1817 922 101
of which total variable compensation (total pool) 2139 466 402
Number of persons who received variable compensation6 378
Total outstanding deferred compensation11 833 595
of which cash payment970 177
of which shares0
of which options0
of which others (Restricted Share Units, RSU)10 863 418
Charges and c redits in the financial year from compensation for previous financial years 3–388 383
Board of Directors, Executive Board and persons whose activities have a significant influence on the risk profile:
Total sign-on payments made in the financial year 40
Total severance payments made in the financial year 50

My Report

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