As an independent listed Group, SCOR has an objective of adopting best practices with regards to governance as it contributes to meeting its strategic objectives and ensuring an appropriate management of risks. In 2008 SCOR adopted the Corporate Governance Code for listed corporations (Code de gouvernement d'entreprise des sociétés cotées) published by the AFEP (Association française des entreprises privées) and the MEDEF (Mouvement des entreprises de France) (hereinafter the "AFEP-MEDEF Code") as its corporate governance code of reference. Two governance bodies play a key role: the Board of Directors, which is supported by six committees and includes a Lead Independent Director, and the Executive Committee.
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- Application of best in class corporate governance practices;
- An appropriate number of Board members in order to allow meaningful individual participation;
- A majority of independent directors, pursuant to criteria adopted by the Board of Directors;
- Diversity of expertise;
- International experience and diversity of nationalities;
- A high proportion of female Board members
From left to right: Vincent Foucart, Jean-Marc Raby, Marguerite Bérard-Andrieu, Kory Sorenson, Denis Kessler (Chairman & CEO), Thomas Saunier, Fields Wicker-Miurin, Vanessa Marquette, Augustin de Romanet, Wang Zhen, Bruno Pfister, Claude Tendil.
As decided by the Annual General Meeting on 26 April 2018, SCOR's Board is composed of the following 12 directors (of which 9 are independent directors1):
- Denis Kessler (Chairman & CEO), a French citizen, is a graduate of HEC business school (École des Hautes Études Commerciales), holds a PhD in economics and advanced degrees in economics and social sciences, and is a Fellow of the French Institute of Actuaries. He was Chairman of the Fédération Française des Sociétés d’Assurance (FFSA), Senior Executive Vice-President and member of the Executive Committee of the AXA group and Executive Vice-President of MEDEF (Mouvement des Entreprises de France). He joined SCOR as Chairman and Chief Executive Officer on November 4, 2002. In January 2016, he was elected to join the Academy of Moral and Political Sciences of the Institut de France.
- Marguerite Bérard-Andrieu, a French citizen, is a graduate of the Institut d’Études Politiques de Paris, of Princeton University (Woodrow Wilson School of International and Public Affairs), and a former student at the École Nationale d’Administration (ENA). She began her career in 2004 as an auditor at the French Treasury in the Inspection Générale des Finances. From 2007 to 2010, she was an advisor to the President of the French Republic on employment and social affairs. From November 2010 to May 2012, she was the Chief of Staff of the French Minister for social affairs. Then, she joined BPCE group and was appointed Deputy Chief Executive Officer, member of the General Management Committee in charge of Strategy, Legal Affairs, the Group Company Secretary’s Office and Compliance. In May 2016, she was appointed member of the Management Board of BPCE, in charge of the Finance, Strategy, Legal Affairs and Group Company Secretary of BPCE group. Marguerite Bérard-Andrieu joined the management team of BNP Paribas in January 2018. After an interim period, she will be in charge of the retail bank in France. She is member of the Steering Committee of Institut Montaigne.
- Vincent Foucart, a French citizen, graduated from ENSTA, HEC and CHEA. He is also a Certified Financial Analyst and Actuary. After having contributed to Société Générale’s Asian operations reorganization, he joined in 2001 the French insurer AGF as an Investor Relations Officer. As of 2005, he was responsible for the management of the AGF Chairman’s Office. He then became in charge of the Alternative Equity Strategies portfolio in 2006, and of Tocqueville Finance asset management in 2007. Since he joined SCOR in 2009 at the Chairman’s Office, he worked as General Secretary until 2014. More recently, he contributed to the development of ILS Strategies for SCOR and in May 2014, he became the Chief Underwriting Officer of the Alternative Solutions Specialty Line.
- Vanessa Marquette, a Belgian citizen, holds a law degree and an economic law degree from the Université Libre de Bruxelles. She also studied law at the University of Michigan Law School as well as at Davis University and Berkeley University. She has practiced as a lawyer of the Brussels Bar since 1995. She specializes in Banking Law and Financial Law and has particular expertise in the areas of Corporate Law, Insolvency Law and Security Interests and Private International Law. She is the partner and member of the Executive Committee of the business law firm Simont Braun, which she joined in 2005 after having practised law at the Brussels offices of Stibbe Simont Monahan Duhot and Freshfields Bruckhaus Deringer. Vanessa Marquette is an independent director of the Erasme Hospital. She is also a lecturer at the Université Libre de Bruxelles where she teaches International Financial Law.
- Bruno Pfister, a Swiss citizen, lawyer at the Geneva Bar and MBA graduate from UCLA Anderson School of Management, is, since December 2014, Executive Chairman of the “Wealth Management & Trust” of Rothschild & Co group function as well as the Chairman of the Board of Directors of Rothschild Bank AG. He was Vice-Chairman of the Swiss Insurance Association, Chairman and Group Chief Executive Officer of Swiss Life AG, member of the Executive Committee of Crédit Suisse Banking and Chief Financial Officer and member of the Executive Board of LGT Groupe AG.
- Jean-Marc Raby, a French citizen, holds a degree in economics as well as an MBA from HEC. He has spent his entire professional career at the Macif group. He became Regional Director of Macif Centre (a regional Macif entity) in 2000, and was subsequently appointed Deputy Chief Executive Officer of the Macif group, in charge of Economic Management, alongside the Chief Executive Officer, Roger Iseli. In 2012, he was appointed Chief Executive Officer of the Macif group.
- Augustin de Romanet, a French citizen, is a graduate of the Institut d'Études Politiques in Paris and a former student of the École Nationale d’Administration. He was previously Chief Executive Officer of Caisse des dépôts et consignations, between 2007 and 2012, and chaired the Fonds Stratégique d’Investissement between 2009 and 2012. Prior to that, he was Deputy Finance Director at Crédit Agricole S.A. and a member of the Executive Committee. Before taking up that position, Augustin de Romanet served as Deputy Secretary General to the Presidency of the Republic of France, between June 2005 and October 2006, and held positions in various ministerial offices. In particular, between 2002 and 2005, he was Chief of Staff to Alain Lambert, Minister Delegate for the Budget, Deputy Chief of Staff to Francis Mer, Minister for the Economy, Finance and Industry, Chief of Staff to Jean-Louis Borloo, Minister for Employment, Labor and Social Cohesion, and lastly, Deputy Chief of Staff to Prime Minister Jean-Pierre Raffarin. Awarded the Légion d’honneur in 2007, Augustin de Romanet has received a number of awards, notably “Capitalist of the Year” awarded by the Nouvel Économiste magazine in 2008 and “Financier of the Year” awarded by Minister of the Economy in 2012. Augustide Romanet has been Chairman and Chief Executive Officer of Aéroports de Paris since 2012.
- Thomas Saunier, a French citizen, is a graduate of the École Polytechnique, ENSAE and the French Institute of Actuaries. Actuarial Director and Director of Steering and Management Control at CNP Assurances from 2000 to 2003, he spent more than 10 years at Generali France, initially as Deputy Chief Executive Officer in charge of products, operations and information and finance systems. In 2005, he was promoted to Chief Executive Officer in charge of the individuals market, IT and services, before taking charge of the companies, professionals and individuals markets in 2011. Appointed CEO of the Malakoff Médéric group in an environment characterized, for all players in the social protection sector, by unprecedented challenges in the management of supplementary pensions and in the development of life and health insurance business, he took up his post within the group on June 1, 2016.
- Kory Sorenson, a British citizen, was born in the US. She speaks fluent French and has a DESS degree in corporate finance from the Institut d’Études Politiques de Paris, a master’s degree in applied economics from the University of Paris Dauphine, a bachelor’s degree in econometrics and political science from the American University in Washington, D.C. and a certificate in governance from Harvard Executive Education and another one from INSEAD. Kory Sorenson has over twenty-five years of experience in financial services, most of which has been focused on insurance and banking. She was Managing Director, Head of Insurance Capital Markets of Barclays Capital and also held senior positions in the insurance capital markets and debt capital markets divisions of Credit Suisse, Lehman Brothers and Morgan Stanley. She began her career in the treasury department of Total SA in Paris. Kory Sorenson is currently a non-executive director of several major companies.
- Claude Tendil, a French citizen, began his career at the Union des Assurances de Paris (UAP) in 1972. He joined the Drouot group in 1980 as Chief Operating Officer. He was promoted in 1987 to Chief Executive Officer, before being appointed Chairman and Chief Executive Officer of Présence Assurances, a subsidiary of the AXA group. In 1989, he was appointed Director and Chief Executive Officer of AXA-Midi Assurances, Chief Executive Officer of AXA from 1991 to 2000, then Vice-Chairman of the Management Board of the AXA group until November 2001. During this same period, he was also Chairman and Chief Executive Officer of the AXA group’s French insurance and assistance companies. Claude Tendil was appointed Chairman and Chief Executive Officer of the Generali group in France in April 2002 until October 2013, when he became the Chairman of the Board of Directors, holding this position until June 2016.
- Fields Wicker-Miurin, an American and British citizen, studied in France at the Institut d'Études Politiques de Paris and then in the United States and Italy. She graduated from the University of Virginia and Johns Hopkins University. Fields Wicker-Miurin began her career in banking, before joining Strategic Planning Associates (now Oliver Wyman Consulting) as a senior partner where she was the main advisor to Lloyd’s of London. In 1994, she became Chief Financial Officer and Head of Strategy of the London Stock Exchange. She was a member of the Nasdaq Technology Advisory Council and advised the European parliament on financial markets harmonization. In 2002, she was one of the founders of Leaders' Quest, a social enterprise that works with leaders from all sectors and across the globe who want to make a responsible, positive difference through their leadership. In 2007 she was awarded the OBE (Officer of the British Empire) and in 2011 she was awarded Fellow of King College London. She is also a director of BNP Paribas, of Control Risks International Limited and a non-executive Member of the Board of the Department of Culture, Media and Sports of the UK Government where she chairs the Audit and Risk Committees.
- Wang Zhen, a Chinese citizen, holds a BA degree from the Beijing Normal University, and is a Fellow of the Chartered Insurance Institute (FCII). She began her insurance career in 1982 by joining PICC, the insurance monopoly then, and became the General Manager of International Department in 1996 upon PICC becoming PICC Group. From 1997 to 2016, she worked for Munich Re, was the Chief Representative of MR Beijing, the Chief Executive of MR Beijing Branch, the Board member of MR Greater China Advisory Board respectively. From 2014, she has been the Independent Director of Bank of China Insurance Company in China. From 2017, she is also the Independent Director of Trust Mutual Life Insurance Company in China.
1 As assessed by the Compensation and Nomination Committee using the criteria set by the Board’s Internal Regulations based on the recommendations of the AFEP-MEDEF corporate governance code of November 2016.
- accounting and financial responsibilities, including the analysis of periodic financial statements, the review of the relevance of choices and correct application of accounting standards, the review of the accounting treatment of any material transaction, the review of the scope of consolidation, the review of significant off-balance sheet commitments, the control of the selection of Statutory Auditors, the review of any accounting and financial reporting documents before they are made public. The Group audit fees for services rendered during the year are subject to a quarterly review and approval by the Audit Committee, with a specific review for the services other than audit services. The Audit Committee approves the non-core audit fees to ensure that the auditors’ independence is not impaired;
- ethical, internal control and compliance responsibilities: 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), analyzing 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. It gives its opinion on the organization of Internal Audit, examines its annual work program, receives internal audit reports and stays informed regarding the implementation of recommendations. Finally, it examines the annual compliance plan and stays informed regarding the Company’s compliance activities.
- accounting and financial responsibilities: the review of the quarterly, half-year and annual financial statements, the review of the half-year interim report, the hybrid debt issuance, the review of the 2017 budget and operating plan, the review of the Statutory Auditors’ report, the review of the 2016 Registration Document and of the management report, the review of the financial resolutions for the Annual Shareholders’ Meeting, the review of some authorisations prior to their submission to the Board;
- ethical, internal control and compliance responsibilities: the review of the quarterly internal audit reports and of the 2017 internal audit plan, the annual review of the Group Policies (especially those required by Solvency II), the actuarial function report, the 2017 compliance plan and the annual review of compliance activities, the annual review of related party agreements, the review of the work of the Audit Committees of the main subsidiaries, the review of the quarterly legal and compliance dashboard and the review of the Company’s statement with regard to the UK Modern Slavery Act.
- compensation matters: updating of the Group compensation policy, share and stock option allocation plans, compensation of the Chairman and Chief Executive Officer and of the other members of the Executive Committee, review of the “say on pay”, HR review and outlook, review of the succession plan of the key executives of the Group, review of the rules for granting directors’ fees;
- governance matters: renewal of the Board of Directors of SCOR SE, review of the independence, fitness and properness of the directors and of the persons effectively running SCOR SE, assessment of the Board and its Committees and follow-up on the related action plan, review of the cost of the governance within the Group in 2016, review of the Board Internal Charter, annual deliberation on gender equality and equal pay, CSR strategy.
The Corporate Social and Societal Responsibility and Environmental Sustainability Committee is composed of Fields Wicker-Miurin (Chairman), Vincent Foucart (employee director), Vanessa Marquette, Bruno Pfister, Augustin de Romanet and Claude Tendil.
Except the employee director and Claude Tendil, the other members are independent.
Its mission is to:
- examine the main corporate social, societal responsibility and environmental sustainability issues faced by the Company;
- examine the corporate social and societal responsibility and environmental sustainability strategy and actions plans, including commitments made by the Company in this regard, to monitor their implementation and to propose any actions in this respect;
- submit to the Board of Directors any proposals designed to take the corporate social and societal responsibility and environmental sustainability issues faced by the Company into consideration when determining its business orientations;
- examine the corporate social and societal responsibility and environmental sustainability related reports submitted to the Board of Directors in accordance with applicable laws and regulations, particularly the extra-financial performance declaration referred to in Article L. 255-102-1 of the French Commercial Code;
- study the extra-financial ratings obtained by the Company and to define, if necessary, objectives in this area;
- ensure that the executive officers implement a policy of non-discrimination and diversity, notably with regard to the balanced representation of men and women on the governing bodies and reports to the board of directors.
The Corporate Social and Societal Responsibility and Environmental Sustainability Committee may call upon outside experts.
The Corporate Social and Societal Responsibility and Environmental Sustainability Committee met four times in 2018, each meeting lasting approximately two hours.
As part of its working plan, the Committee has:
- reviewed the regulatory information issued in accordance with articles L. 533-22-1 of the French Financial Code and L.225-102-1 of the French Commercial Code;
- been informed of regulatory developments, stakeholders’ expectations, the initiatives carried-out as part of the action plan defined by the Board of Directors, and the social, societal and environmental commitments considered by the management;
- heard the Heads of the Group’s P&C and Investment divisions on the implementation of, and the processes in place to ensure compliance with, the commitments taken by the Group with respect to the coal industry, the tobacco industry and the protection of world heritage sites;
- heard the Head of Human Resources and Transformation on the subject of the gender equality program within the Company and the Group;
- studied several different carbon offsetting options;
- helped to set the objectives of a reforestation project with social and environmental benefits;
- been informed of the Group’s non-financial ratings;
- revised its missions to notably take into account the revised AFEP-MEDEF Code provisions of July 2018 and the draft PACTE bill; and
- continued its reflection on how social, societal and environmental sustainability is considered when determining the Company’s business orientations.
The Internal Regulations of the Board of SCOR SE provide for the appointment of a Lead Independent Director, from amongst the independent Directors by the Board of Directors upon a proposal by the Compensation and Nomination Committee. He assists the Chairman and CEO in his duties, notably for the organization and functioning of the Board and its Committees and the monitoring of corporate governance and internal control.
He is also in charge of assisting the Board concerning the efficiency of the Company's corporate governance and advising the Board on the operations in respect of which Board meetings are convened to deliberate. He convenes meetings of the independent directors as often as needed and at least once a year, and he chairs the non-executive directors session.
He advises the directors when they are suspected of being in a situation of conflict of interest.
Since April 27, 2017 the Lead Independent Director is Augustin de Romanet
Copyright Cyril Bailleul
|Denis Kessler, a French citizen, is a graduate of HEC business school (École des Hautes Études Commerciales), holds a PhD in economics and advanced degrees in economics and social sciences, and is a Fellow of the French Institute of Actuaries. He was Chairman of the Fédération Française des Sociétés d’Assurance (FFSA), Senior Executive Vice-President and member of the Executive Committee of the AXA group and Executive Vice-President of MEDEF (Mouvement des Entreprises de France). He joined SCOR as Chairman and Chief Executive Officer on November 4, 2002. In January 2016, he was elected to join the Academy of Moral and Political Sciences of the Institut de France.|
Copyright Laurent Attias
|Victor Peignet, a French citizen, is a Marine & Offshore Engineer and graduate of the École Nationale Supérieure des Techniques Avancées (ENSTA), who joined SCOR’s Facultative Department in 1984 from the offshore Oil & Gas contracting industry. He has more than 15 years’ underwriting and management experience in Energy & Marine insurance at SCOR. He has been at the head of the Group’s Corporate Business Division (Business Solutions) since its creation in 2000, first as Executive Vice-President and as Managing Director from April 2004. Since July 5, 2005, he has been the Chief Executive Officer of SCOR Global P&C.|
Copyright Antoine Meyssonnier
|Paolo De Martin, an Italian citizen, graduated from Ca’ Foscari University, Italy, with a degree in Business Economics. He subsequently spent two years in the optical business as founder and managing partner of an eyewear manufacturer. He joined General Electric Company (GE) in 1995 as a finance trainee in London. In 1997, he joined GE’s internal auditing & consulting Group, charged with assignments in multiple GE businesses in the Americas, Europe and the Asia-Pacific region. In 2001, Paolo De Martin was promoted to Executive Manager for GE Capital Europe, before joining GE Insurance Solutions as Financial Planning and Analysis Manager for Global Property and Casualty Reinsurance. In 2003, he was appointed Chief Financial Officer of GE Frankona Group before becoming Chief Financial Officer of Converium Holding AG in July 2006. In September 2007, Paolo De Martin was appointed Group Chief Financial Officer of SCOR. In January 2014, Paolo De Martin, after a short sabbatical period, was appointed Chief Executive Officer of SCOR Global Life.|
Copyright Antoine Meyssonnier
|François de Varenne, a French citizen, is a graduate of the École Polytechnique and a civil engineer of the Ponts et Chaussées. He holds a PhD in finance and graduated as an actuary from the Institut de Science Financière et d’Assurances (ISFA). François de Varenne joined the Fédération Française des Sociétés d’Assurances (FFSA) in 1993 as Manager of Economic and Financial Affairs. In London, beginning in 1998, he served successively as Insurance Strategist with Lehman Brothers, Vice-President for asset management solutions and structured transactions specialist in insurance and reinsurance companies at Merrill Lynch and then at Deutsche Bank. In 2003, he became Managing Partner of Gimar Finance & Cie. He joined the Group in 2005 as Director of Corporate Finance and Asset Management. On September 3, 2007, he was named Group Chief Operating Officer. On October 29, 2008, he was appointed Chief Executive Officer of SCOR Global Investments.|
Copyright Antoine Meyssonnier
|Mark Kociancic, a Canadian citizen, is a graduate of the University of Toronto and holds a Bachelor of Commerce degree. He also holds a Chartered Professional Accountant (CPA) designation and a Chartered Financial Analyst (CFA) designation. Upon graduation in 1992, Mark joined Ernst & Young within its Life and P&C insurance practice and has subsequently held progressively senior positions within the insurance industry with St Paul Guarantee, Avalon Risk Associates and Tokio Marine, prior to joining SCOR US as Senior Vice-President and Chief Financial Officer in May 2006. He was appointed SCOR Americas Hub Chief Financial Officer in June 2008 and was promoted to Executive Vice-President in July 2010. He was appointed Deputy Chief Financial Officer of SCOR Group in October 2012 and in May 2013 became Group Chief Financial Officer.|
Copyright Marcus Mueller-Saran
|Frieder Knüpling, a German citizen, holds degrees in mathematics and physics from the Universities of Göttingen and Freiburg. He worked as a lecturer and research assistant at the University of Freiburg and several other colleges, until he received a PhD in economics based on research into the econometric modeling of macroeconomic and financial data. From 1999 to 2002, he worked for Gerling-Konzern Globale Rückversicherungs-AG and its UK Life Reassurance subsidiary, dealing with pricing and valuation. As at 2003, he headed the Corporate Actuarial & Treasury department of the Revios Group. In 2007, Frieder Knüpling headed SCOR’s Corporate Actuarial Department, reporting to the Chief Risk Officer. He was appointed Deputy Chief Risk Officer of SCOR in December 2008. In July 2010, he was appointed Deputy Chief Executive Officer of SCOR Global Life and member of the SCOR Group Executive Committee. On October 1, 2012, he was appointed Deputy Group Chief Risk Officer and on January 17, 2014, he was appointed Group Chief Risk Officer. Frieder Knüpling holds degrees in Mathematics and Physics and a PhD in Economics. He is a fellow of the Deutsche Aktuarvereinigung (DAV) and a Chartered Enterprise Risk Analyst (CERA).|
|Romain Launay, a French citizen, is a graduate of the École Polytechnique, of the École des Mines de Paris and of the Centre des Hautes Études de l’Assurance. Having occupied various positions at the French Ministry for the Economy and Finance between 2004 and 2009, he became Technical Advisor to the Prime Minister in 2009. He joined SCOR in February 2012 as Senior Advisor to the Chairman and Chief Executive Officer, before being appointed Group General Secretary in May 2014. In February 2016, he became Group Chief Operating Officer.|
Copyright Cyril Bailleul
|Laurent Rousseau, 39, a French citizen, started his career in 2001 as an equity analyst at Credit Suisse First Boston in London, covering European insurers and reinsurers. In 2005, he joined JPMorgan in the insurance Investment Banking team, executing M&A, capital raising and restructuring transactions for European insurers and reinsurers. He joined SCOR in 2010 as Advisor to the CEO, and became Head of SCOR Global P&C’s Strategy and Business Development in 2012. In July 2015, Laurent became Chief Underwriting Officer of SCOR Global P&C’s treaty business in Europe, Middle East & Africa. Laurent is a graduate of HEC (Ecole des Hautes Etudes Commerciales). He is married with four children.|
Copyright Thomas Millet
|Brona Magee, 43, an Irish citizen, holds a Bachelor of Actuarial and Financial Studies degree from University College Dublin. From 2006 to 2011 she worked for Transamerica International Reinsurance Ireland, which was acquired by SCOR in 2011. She became CFO for SCOR Global Life Reinsurance Ireland from 2011 to 2013. In 2013, Brona moved to the United States to take the position of Chief Financial Officer, Americas at SCOR Global Life and in 2015 was promoted to Deputy Chief Executive Officer, Americas. In February 2017 she returned to Dublin and became Chief Actuary for SCOR Global Life. She was appointed Head of Client Solutions and a member of SCOR Global Life’s Executive Leadership Team in November 2017. Brona is a Fellow of the Society of Actuaries in Ireland.|