Board Committees
The Board may appoint committees for specific areas from among its members and establish terms of reference and rules with respect to delegated authority and reporting to the Board. The committees assist the Board in performing its duties. To the extent that the committees are not authorized to make resolutions, they discuss and propose matters to the Board to take appropriate actions and pass resolutions. The Board has the following standing committees, which regularly report to the Board and submit proposals for resolutions to the Board.
The Governance and Nominations Committee
The Governance and Nominations Committee oversees the Group’s governance and measures it against best practice with a view to ensuring that the rights of the shareholders are fully protected. It also develops and proposes to the Board corporate governance guidelines and reviews them from time to time. The Governance and Nominations Committee is further entrusted with succession planning with respect to the Board, the CEO and members of the GEC. In this regard, it proposes the principles for the nomination and ongoing qualification of members of the Board and makes proposals to the Board on the composition of the Board, as well as the appointment of the Chairman, the Vice Chairman, the CEO and other members of the GEC. The Committee reviews the system for management development and supervises progress made in respect of succession planning. Final decisions for nominations and appointments are made by the Board, subject to shareholder approval, where so required.
The Nominations Committee, which meets at least twice a year, consists of the following four non-executive directors:
The Remuneration Committee
The Remuneration Committee regularly evaluates the Group’s remuneration system and the Remuneration Rules and, if appropriate, proposes respective amendments to the Board which is responsible for the design, implementation and monitoring of the Group’s remuneration architecture. It also proposes the Directors’ remuneration to the Board for approval. Based on the Remuneration Rules, it negotiates the terms and conditions of employment of the CEO and reviews those of other members of the GEC, as negotiated by the CEO, before submitting them to the Board for approval and liaises with the CEO on other important employment, salary and benefit matters. It also reviews performance relating to the senior management’s short-term and long-term incentive plans.
The Remuneration Committee, which meets at least twice a year, consists of the following four non-executive directors:
The Audit Committee
The members of the Audit Committee meet certain requirements with respect to independence and qualification. The Audit Committee serves as a focal point for communication and oversight regarding financial accounting and reporting, internal control, actuarial practice, and compliance within the management. It is responsible for reviewing the Group's auditing process and reviews the internal control systems, as well as the interim and annual financial statements, before submission to the Board. The Audit Committee makes recommendations to the Board regarding the appointment and remuneration of the external auditors. It reviews the value and nature of their non-audit services and any matters that may impair their objectivity and independence. A review of the external auditors fees is conducted annually.
The Audit Committee, which meets at least four times a year, consists of the following four non-executive directors:
The Risk Committee
The Risk Committee of the Board serves as a focal point for oversight regarding the Group’s risk management, in particular the Group’s risk tolerance, including agreed limits that the Board regards as acceptable for Zurich to bear, the aggregation of these limits across the Group, the measurement of adherence to risk limits, and the Group’s risk tolerance in relation to anticipated capital levels. The Risk Committee further oversees the Group-wide risk governance framework, including risk management and control, risk policies and their implementation, as well as risk strategy and the monitoring of operational risks. The Risk Committee also reviews the methodologies for risk measurement and the Group’s adherence to risk limits. The Risk Committee further reviews, with business management and the Group Risk Management function, the Group’s general policies and procedures and satisfies itself that effective systems of risk management are established and maintained. It receives periodic reports from Group Risk Management and assesses whether significant issues of a risk management and control nature are being appropriately addressed by management in a timely manner.
The Risk Committee, which meets at least four times a year, consists of the following four non-executive directors: