The roles of the Board Committees

Key tasks and responsibilities:

• Assists the Board in setting an appropriate tone at the top to promote key values and behaviors, and to ensure a sound and open culture throughout the Group.
• Supports the Board by establishing corporate governance best practices across the Group with a view to ensuring that the shareholders’ and other important stakeholders’ rights are protected.
• Ensures structures and processes are in place allowing for sound corporate governance and proper documentation.
• Monitors legislative and regulatory developments and reporting requirements relating to corporate governance and sustainability.
• Is entrusted with Board and ExCo succession planning and makes proposals to the Board on the Board composition, the nomination of the Chairman, the Vice-Chairman, the Group CEO and ExCo members. Final decisions are made by the Board, subject to shareholder approval, where required.
• Monitors the Group CEO’s talent management and management succession planning.
• Reviews and proposes to the Board for approval the Group’s sustainability strategy and objectives, including non-financial targets with a material impact on ZIG or the Group.
• Reviews the Group’s forward-looking plans (incl. transition plan) with regard to sustainability topics.

The Governance, Nominations and Sustainability Committee consists of the following non-executive directors:

Liès, Michel M. (Chair)
Amble, Joan
Franz, Christoph
Halbherr, Michael
Mächler, Monica
Maurer, Peter

Key tasks and responsibilities:

• Annually evaluates the Group’s remuneration architecture and system, as well as Zurich’s remuneration rules, and proposes appropriate amendments to the Board, which is responsible for the design, implementation and monitoring of the remuneration framework.
• Annually reviews and proposes to the Board the remuneration terms of the Board members.
• Reviews and recommends to the Board the employment terms and conditions of the Group CEO and of the other ExCo members, including the annual review of performance objectives and performance against these objectives, as well as the targets and awards under the short-term and long-term incentive plans (STIP and LTIP) of the Group CEO, other ExCo members and the Group General Counsel, Group Chief Compliance Officer and Group Chief Auditor.
• Reviews the performance achievements against the predefined performance metrics related to STIP and LTIP, and makes a qualitative assessment of the performance.
• Reviews and recommends to the Board the funding of the STIP pools, the LTIP vesting level and the amount of the total variable remuneration pool.
• Reviews and recommends to the Board the maximum total amounts of Board and ExCo remuneration for submission to and approval by the shareholders’ meeting.
• Liaises with the Group CEO on other important matters related to employment, salary and benefits.
• Discusses the legal and regulatory environment and risk management aspects regarding remuneration and related disclosure, and reviews and recommends the remuneration report to the Board.

The Remuneration Committee consists of the following non-executive directors:

Franz, Christoph (Chair)
Bessant, Catherine
Keller-Busse, Sabine
Liès, Michel M.
Mahbubani, Kishore
Staiblin, Jasmin

Key tasks and responsibilities:

• Serves as a focal point for communication and oversight regarding accounting as well as financial and non-financial reporting, internal control, actuarial calculations, actuarial analysis and compliance.
• Reviews the Group’s annual and half-year financial statements, the Group’s updates for the first three months and first nine months and the Annual Report of the Group.
• At least annually, reviews the standards of internal control, including activities, plans, organization and quality of Group Audit and Group Compliance.
• Oversees the work of the external auditors.

The Audit Committee consists of the following non-executive directors:

Bessant, Catherine (Chair)
Mächler, Monica
Maurer, Peter
Rafter, John
Staiblin, Jasmin
Stowe, Barry

Key tasks and responsibilities:

• Enterprise Risk Management framework and risk appetite and tolerance:
  • Oversight of the Group’s risk appetite and tolerance, including agreed limits by type of risk which the Board regards as acceptable for ZIG and the Group to bear, the aggregation of agreed limits across the Group, the measurement of adherence to agreed risk appetite and tolerance, and the Group’s risk appetite and tolerance in relation to anticipated capital levels.
  • Oversight of the Group’s Enterprise Risk Management framework (embracing policies, models, methodologies, reporting, systems, processes and people).
  • Oversight of the impact of risk on economic and regulatory capital requirements.
• Risk reporting:
  • Receipt of periodic reports from the risk management function and assessment of whether all ‘significant’ risk matters (as defined in the Zurich Risk Policy (ZRP)) are being appropriately addressed by the ExCo members in a timely manner.
  • Review of the Group ORSA report and the Group Recovery Plan and recommendation to the Board for approval.
• Investments:
  • Oversight of the investment process.
  • Review and recommendation to the Board investments that are subject to Board approval.
  • Monitoring of developments in the macroeconomic environment.
  • Receipt of updates on the Group’s annual strategic asset allocation, market risk consumption relative to allocated market risk capital and limit, as well as major market risk drivers.
  • Receipt of updates on the accounting investment result, the economic investment return relative to liabilities, and the performance of asset managers.
• Risk management and investment management functions: oversight e.g., by reviewing plans, organizations, performance.
• Review of relevant regulatory framework reforms.

The Risk and Investment Committee consists of the following non-executive directors:

Staiblin, Jasmin (Chair)
Amble, Joan
Bessant, Catherine
Halbherr, Michael
Mahbubani, Kishore
Stowe, Barry