The Report by the Chairman of the Board of Directors on the conditions for the preparation and organisation of the work of the Board of Directors and on internal control procedures, pursuant to Article L.225-37 of the French Commercial Code, as approved by the Board of Directors on 3 March 2009, is featured in appendix 3 of the SCOR SE 2008 Financial Report, which is available on the Company’s website and the AMF website (www.amf-france.org)

Board of Directors

From left to right: Antonio Borguès, Daniel Lebègue, Claude Tendil, Guillaume Sarkozy, Daniel Valot, Herbert Schimetschek, Denis Kessler, Peter Eckert, Allan Chapin, Daniel Havis, Carlo Acutis, Georges Chodron de Courcel, André Lévy-Lang, Gérard Andreck, Jean-Claude Seys, Luc Rougé.

The Board of Directors of the SCOR group determines the Company’s business orientations, oversees their implementation and supervises management administration. The Board of Directors is composed of 14 Directors, including one employee-elected Director, and one non-voting Director.

Directors may not hold office after the age of 72, the average age of the Board members in 2008 being 64. 

Directors’ rights and obligations

Upon request, Directors are entitled to training on the specific nature of the Company, its business lines and area of activity. They agree to regularly attend meetings of the Board, the Committees of which they are members and General Shareholders’ Meetings. Finally, they are obliged to voice their opposition when they believe that a decision taken by the Board of Directors could be harmful to the Company.

Loyalty and conflict of interest

The Internal Regulations prohibit Directors from accepting benefits from the Company or from the Group that could jeopardize their independence, and require them to dismiss any pressure from other Directors, specific groups of shareholders, creditors, suppliers or other third parties. Directors undertake to submit to the Board of Directors of the Company any agreement falling under the purview of article L.226-38 of the French Commercial Code. In the event of a conflict of interests, Directors are obliged to inform the Board in full in advance. Such Directors are required to abstain from participating in any Board discussions.
 
Multiple offices

The Internal Regulations require that candidates for Director inform the Board of any positions they currently hold as Director or Officer in other entities, as the Board has a duty to ensure compliance with the rules regarding multiple offices. Once appointed, Directors must inform the Board of any appointment they hold as a company officer within a period of five days following their appointment to the Board. Finally, each year Directors must inform the Board of any positions they have held as Director or Officer in other entities during the course of the financial year within a period of one month following the end of such financial year.

Limitations and restrictions on trading SCOR securities.

The Internal Regulations set out the primary recommendations of the market authorities concerning the Directors trading the securities of the Company. 

Firstly, the Internal Regulations set out the legal and regulatory provisions, demanding confidentiality with regard to privileged information known to the Directors during their term of office.

Following this, the Internal Regulations oblige Directors to register as owners of SCOR equities that they themselves or their dependent minor children hold at the time they enter office, in addition to those acquired subsequently. Finally, certain restrictions are enforced by the Internal Regulations concerning trading:

- firstly, Directors are prohibited from trading in SCOR securities while in possession of information which, when made public, is likely to have an impact on the share price. This restriction remains in place two days after this information has been made public by a press release,
- secondly, they are prohibited, directly or indirectly, from carrying out any transaction involving the Company’s securities during sensitive periods, which they are made aware of by the Company or during any period preceding a major event affecting the Company, likely to influence its market price.

Finally, Directors are obliged to declare to SCOR all transactions carried out concerning the Company’s securities, directly or by an intermediary, on their behalf or on behalf of a third party, by their spouse, or by a third party holding a power of attorney.

In accordance with the AFEP/MEDEF recommendations on the corporate governance of listed companies, SCOR’s Board of Directors includes:
- a majority of independent directors (as defined in article 8.1 of the AFEP/MEDEF Code on the corporate governance of listed companies, which is accessible via this site):
- a wide range of skills and experience;
- strong international representation.

The members of the Board of Directors are as follows:  

PETER ECKERT (14.02.1945) CHAIRMAN OF THE CLARIDEN LEU BANK Peter Eckert, a Swiss citizen, has extensive international experience in the fields of risk management, insurance and Life insurance, asset management, banking and technology. He has been a member of the Board of Directors of the Swiss Federal Banking Commission (EBK) since 1 July 2007, and Board Vice Chairman of the new Swiss financial market supervisory authority (FINMA) since 1 January 2008. He has been Chairman of the Clariden Leu bank since 1 January 2009.

DANIEL HAVIS (31.12.1955) CHAIRMAN AND CHIEF EXECUTIVE OFFICER, MATMUT (MUTUELLE ASSURANCE DE TRAVAILLEURS MUTUALISTES) (FRANCE) Daniel Havis, a French citizen, joined the Mutuelle Assurance des Travailleurs Mutualistes (MATMUT) as a claims manager in 1980. He has been Chairman and Chief Executive Officer of MATMUT since 1994. He is also Chairman of Matmut Mutualité and Chairman of the Supervisory Boards of Matmut Assurances, Matmut Entreprises, Matmut-Vie and Matmut Protection Juridique. Since 8 December 2009, Daniel Havis has also been Vice Chairman of Sferen, the Mutual Insurance Group created with MACIF and MAIF, and was Chairman of GEMA until June 2008. He has also been Chairman of MutRé since 1 January 2009.

DANIEL LEBÈGUE (04.05.1943) COMPANY DIRECTOR AND CHAIRMAN OF THE FRENCH DIRECTORS’ INSTITUTE (FRANCE) Daniel Lebègue, a French citizen, has been Chairman of the French National Treasury, Chief Executive Officer of BNP and Caisse des Dépôts et Consignations, Chairman of the Supervisory Board of CDC IXIS and Chairman of Eulia. He currently serves on the boards of directors of various companies and is Chairman of the French Directors’ Institute (IFA).

ANDRÉ LÉVY-LANG (26.11.1937) ASSOCIATE PROFESSOR (EMERITUS), UNIVERSITY OF PARIS-DAUPHINE (FRANCE) André Lévy-Lang, a French citizen, is a former student of the Ecole Polytechnique (1956) with a Ph.D. in Business Administration from the University of Stanford. He began his career in 1960 as a physicist at the French Atomic Energy Commission. From 1962 to 1974 he held various different technical and managerial positions at the Schlumberger group, both in France and the United States. He joined the Paribas group in 1974 and in 1982 was appointed Chairman of the Board of Directors of the Compagnie Bancaire, a specialised financing subsidiary of Paribas, before becoming Chairman of the Board of Directors of the Paribas group in 1990. He held these positions until the merger with BNP in 1999. André Lévy Lang is an associate professor emeritus at the University of Paris-Dauphine, Chairman of the Supervisory Board of Les Echos, Vice Chairman of the Supervisory Board of Paris Orléans, Chairman of both the Risk Foundation and the Louis Bachelier Institute, and Vice Chairman of the Europlace Finance Institute. He is also a member of the boards of the Institut des Hautes Etudes Scientifiques, the American Hospital in Paris and the French Institute for International Relations.

MONICA MONDARDINI (26.09.1960) CHIEF EXECUTIVE OFFICER OF GENERALI ESPANA Born on 26 September 1960 in Cesena (Italy), Monica Mondardini holds a degree in Economic and Statistical Sciences from the University of Bologna. Her first professional experiences were in publishing, first with the Fabbri group, then with Hachette, where she became Director of the "High-quality illustrated books" division based in Paris. In 1998 she joined the Generali group as Managing Director of Europ Assistance in Paris. Two years later she returned to Italy to join the headquarters of the Generali group, taking responsibility for the Planning and Control department. In 2001 she left Trieste for Madrid, where she held the post of Managing Director of Generali Espana. In 2008 she became the new Managing Director of Gruppo Editoriale L’Espresso S.p.A

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