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
As decided by the Annual General Meeting held on 16 June 2020, SCOR's Board is composed of the following 14 directors (including 2 employee directors) of which 10 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 de l’Assurance (FFA), 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.
- Fabrice Brégier, a French citizen, is a graduate of the École Polytechnique and a Chief Engineer of the Corps des Mines. He began his career at the DRIRE Alsace (Ministry of Industry and Trade) before being appointed Sub-Director of Economic, International and Financial Affairs at the Ministry of Agriculture (Directorate-General for Food) in 1989. After serving as an Advisor to several French Ministers from 1989 to 1993, Fabrice Brégier was appointed Chairman of Franco-German joint ventures at Matra Défense, Director of Standoff activities at Matra BAe Dynamics, and then CEO of MBD/MBDA. Before becoming a member of the EADS Executive Committee in 2005, he was Chairman and CEO of the Eurocopter Group. Fabrice Brégier has over twenty years of experience in Aerospace and Defense. He has spent a large part of his professional career at the Airbus group, successively holding the positions of Airbus COO between 2006 and 2012, Airbus President and CEO between 2012 and 2017, and finally COO and Chairman of Airbus Commercial Aircraft between 2017 and 2018. Fabrice Brégier has been Chairman of Palantir France since October 2018.
- Lauren Burns Carraud, an American citizen, holds a BS from Saint Joseph’s University and an MBA from NYU Stern. She began her career at Marsh, specializing in D&O liability for financial institutions. Prior to joining SCOR, Lauren spent more than eight years at Citigroup and J.P. Morgan in a variety of strategy, banking, and communications roles. She joined SCOR in 2018 as Deputy Head of Communications.
- Fiona Camara, a French citizen, studied foreign languages at Paris-Sorbonne University where she graduated with a bachelor’s degree and then a Master of Science degree in Tourism Management. Fiona Derhan began her career in 2013 as a Personal Assistant for a tour operator manager in San José (Costa Rica). She later worked as a Personal Assistant for a music manager in Atlanta (USA), as well as for VIPs in a French concierge service. Fiona Derhan joined SCOR in 2015 as the SCOR Group Chief Information Officer’s Personal Assistant.
- 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 Banking and Finance Law, Corporate Law, Insolvency Law and Security Interests and Private International Law. She is a partner at the business law firm Loyens & Loeff since March 2020 after having been partner at the business law firm Simont Braun from 2005 until February 2020 and 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 also teaches international financial law at the Université Libre de Bruxelles.
- Bruno Pfister, a Swiss citizen, lawyer at the Geneva Bar and MBA graduate from UCLA Anderson School of Management, was from December 2014 to September 2019 Chairman of the Board of Directors of Rothschild & Co Bank AG. He was Vice-Chairman of the Swiss Insurance Association, Group Chief Executive Officer and Chairman 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. He holds his position until May 2019.
- 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 JeanLouis 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 Economiste magazine in 2008 and “Financier of the Year” awarded by Minister of the Economy in 2012. Augustin de Romanet has been Chairman and Chief Executive Officer of Aéroports de Paris since 2012 and Chairman of Paris Europlace since July 2018.
- Thomas Saunier, a French citizen, is a graduate of the Ecole 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. Following the merger of Humanis and Malakoff Médéric groups, Thomas Saunier became Chief Executive Officer of the Malakoff Médéric Humanis group on January 1st, 2019, now known as Malakoff Humanis group.
- 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’Etudes 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 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.
- Natacha Valla, de nationalité française, est économiste. Elle a débuté sa carrière à la Banque Centrale Européenne (2001-2005) puis à la Banque de France (2005-2008) avant de rejoindre Goldman Sachs en qualité de Directrice Exécutive (2008-2013). Elle a ensuite été Directrice adjointe du CEPII (2014-2016), think-tank en économie internationale avant de rejoindre la Banque Européenne d’Investissement (2016-2018) en charge de la Politique et de la Stratégie Économiques, puis la Banque Centrale Européenne comme Directrice Générale Adjointe de la Politique Monétaire (2018-2020). Elle a été membre de la Commission Economique de la Nation, du comité scientifique de l’ACPR et du Conseil d’Analyse Économique. Elle a reçu son Ph.D de l’Institut Universitaire Européen de Florence et est l’auteur de nombreux ouvrages et articles en économie monétaire et internationale.
- Zhen Wang, 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 an Independent Director of Bank of China Insurance Company in China. From 2017, she has also been an Independent Director of Trust Mutual Life Insurance Company in China.
- Fields Wicker-Miurin, an American and British citizen, studied in France at the Institut d'Etudes Politiques de Paris, in the United States and Italy. She graduated from the University of Virginia (BA) and the School of Advanced International Studies of the Johns Hopkins University (MA). 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’s College London. She is also a director of BNP Paribas and of Prudential plc and is a nonexecutive Member of the Board of the Department of Digital, Culture, Media and Sport of the UK Government where she chairs the Audit and Risk Committee.
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 January 2020.
- accounting, financial and non-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 offbalance 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 review of the 2019 budget and operating plan, the review of the Statutory Auditors’ reports, the review of the 2018 Registration Document, the review of the financial resolutions for the Annual Shareholders’ Meeting, the review of some authorizations prior to their submission to the Board of Directors;
- ethical, internal control and compliance responsibilities: the review of the quarterly internal audit reports and of the 2019 internal audit plan, the annual review of the Group Policies (especially those required by Solvency II), the actuarial key function holder report, the 2019 compliance plan and the annual review of compliance activities, the annual review of related party agreements, the annual reporting of the Audit Committees of SCOR subsidiaries, the review of the main litigation files, the review of the quarterly legal and compliance dashboard.
- compensation matters: analysis of the votes at the Shareholders' Meeting of April 26, 2019 and the opinions expressed by the shareholders as part of the active dialogue held with them, review and evolution of the Group compensation policy, review of the shares and stock-options allocation plans, compensation of the Chairman and Chief Executive Officer, of the other members of the Executive Committee and of the 4 key function holders of SCOR SE and the Group, review of the “say on pay”, HR review and outlook, compensation of the directors and review of the cost of the governance within the Group;
- governance matters: renewal of the Board of Directors of SCOR SE and review of the composition of its Committees, annual 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, review of the corporate manual of governance of SCOR SE and the Group, review of the amendments made to the Internal Regulations of the Board of Directors, in particular to reflect legislative, regulatory and governance developments and review of the succession plan of the key executives of the Group.
- 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. 225-102-1 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 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 de l’Assurance (FFA), 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.|
|Jean-Paul Conoscente, an American and French citizen, is a graduate of the University of California Berkeley (Master of Science in Structural Engineering) and the Ecole des Travaux Publics, Paris (Engineering Diploma in Civil Engineering). He started his career in earthquake engineering in California and then in CAT Modeling as the European head of the Modeling firm EQECAT. He subsequently held several senior positions with AON Benfield as a reinsurance broker in London and Paris and then with AXA Re in Paris as the Global Head of Property. In 2008, he joined SCOR in New York as Chief Underwriting Officer for the Americas for SCOR Global P&C and helped transform SCOR’s team and portfolio in the Americas, before taking on the role of CEO of SCOR’s P&C U.S. Operations in 2016. Following SCOR Global P&C’s restructuring in September 2018, he became its CEO of Reinsurance globally.|
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.|
|Ian Kelly, 53, a British citizen, is a Fellow of the Association of Chartered Certified Accountants. Having begun his career with Prudential, he subsequently joined the London-based Life reinsurance department of the Gerling Group, which later became Revios UK, holding the role of Chief Accountant. Following the acquisition of Revios by SCOR, he was appointed Chief Financial Officer of the UK operations in 2007. In 2009, Ian was appointed Director of General Accounting and Group Reporting, with responsibility for the consolidation of financial reporting of the SCOR Group. Ian strengthened his strategic, regulatory and financial experience within SCOR with his appointment as Head of Group Financial Planning and Analysis in 2011. Maintaining responsibility for the financial planning of the Group, Ian was additionally appointed Head of Investor Relations in 2016.|
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 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.|
Copyright Cyril Bailleul
|Laurent Rousseau, 40, a French citizen, is a graduate of HEC (Ecole des Hautes Etudes Commerciales). He 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 J.P. Morgan 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. In April 2018, he was appointed Deputy Chief Executive Officer of SCOR Global P&C, member of the Group’s Executive Committee and since September 2018, CEO for Specialty Insurance (SCOR Business Solutions, the Channel Managing Agency and MGAs).|