Registration Form • Mar 20, 2015
Registration Form
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A European Company with share capital of EUR 1,517,825,442.53 Registered Office: 5 avenue Kléber - 75016 Paris Trade and Company register (RCS) Paris No. 562 033 357.

This registration document was filed on 20 March 2015 with the French Autorité des marchés financiers (AMF) in accordance with Article 212-13 of its general regulation. It can be used as a support document for a financial transaction only if presented together with a securities information note (note d'opération) approved by the AMF. This registration document was prepared by the issuer and is the responsibility of the person whose signature appears therein.
Pursuant to Article 28 of Regulation (EC) 809/2004 of 29 April 2004 of the European Commission implementing the Directive 2003/71/CE (the "Regulation (EC) 809/2004"), the following information is included by reference in this registration document (the "Registration Document"):
Parts of this or these documents which are not expressly included herein are of no concern to the investor.
| 1 | Person responsible | 9 |
|---|---|---|
| 1.1 | Name and title of person responsible | 9 |
| 1.2 | Declaration by person responsible | 9 |
| 2 | Statutory Auditors | 12 |
| 2.1 | Auditors | 12 |
| 2.1.1 | Principal Auditors | 12 |
| 2.1.2 | Alternate Auditors | 12 |
| 2.2 | Resignation or non-renewal of Auditors | 12 |
| 3 | Selected financial information | 15 |
| 3.1 | Group key figures | 15 |
| 4 | Risk factors | 19 |
| 4.1 | Risk related to the business environment | 21 |
| 4.1.1 | SCOR is exposed to diverse risk factors in the Non-Life and Life reinsurance businesses | 21 |
| 4.1.2 | SCOR is exposed to losses from catastrophic events | 24 |
| 4.1.3 | SCOR could be subject to losses as a result of its exposure to terrorism | 25 |
| 4.1.4 | SCOR could be subject to increased reserves from Business that it does not actively underwrite | 25 |
| 4.1.5 | If SCOR's reserves prove to be inadequate, its net income, cash flow and financial position may be | |
| adversely affected | 26 | |
| 4.1.6 | SCOR may be adversely affected if its cedents, retrocessionaires, insurers or members of pools in | |
| which it participates do not respect their obligations | 26 | |
| 4.1.7 | SCOR operates in a highly competitive sector and would be adversely affected by losing competitive advantage or if adverse events affect the reinsurance industry |
27 |
| 4.1.8 | Consolidation in the insurance and reinsurance industry could adversely impact SCOR | 27 |
| 4.1.9 | Financial ratings play an important role in SCOR's business | 27 |
| 4.1.10 | A significant portion of SCOR's contracts contain provisions relating to financial strength which | |
| could have an adverse effect on its portfolio of contracts and its financial position | 28 | |
| 4.1.11 | Operational risks, including human errors or cyber risks, are inherent to SCOR's business | 28 |
| 4.1.12 | SCOR's risk management policies and procedures may leave it exposed to unidentified or | |
| unanticipated risk, which could negatively affect its business | 29 | |
| 4.1.13 | SCOR is exposed to risks related to its recent acquisitions | 30 |
| 4.1.14 | SCOR is exposed to losses due to counterparty default risks or credit risks | 31 |
| 4.1.15 | SCOR is exposed to the risk of no longer being able to retrocede liabilities on economically viable | |
| terms and conditions | 33 | |
| 4.1.16 | SCOR is exposed to a higher rate of general inflation | |
| 4.1.17 | SCOR is exposed to a protracted period of deflation | 33 |
| 4.2 | Risk related to Financial Markets | 33 |
| 4.2.1 | SCOR faces risks related to its fixed income investment portfolio | 33 |
| 4.2.2 | SCOR faces risks related to its equity-based portfolio | 34 |
| 4.2.3 | SCOR is exposed to other risks arising from the investments it owns | 34 |
| 4.2.4 | SCOR is exposed to foreign currency exchange rate fluctuations | 35 |
| 4.2.5 | The valuation of SCOR's intangible assets and deferred tax assets may significantly affect its | |
| 4.3 | shareholders' equity and the price of its securities Liquidity risk |
36 36 |
| 4.3.1 | SCOR faces liquidity requirements in the short to medium term in order to cover, for example, | |
| claims payments, operational expenses and debt redemptions. In the case of catastrophe claims, in | ||
| particular, it may need to settle in a reduced timeframe amounts which exceed the amount of | ||
| available liquidity | 36 | |
| 4.3.2 | Adverse capital and credit market conditions may significantly affect SCOR's ability to access | |
| capital and/or liquidity or increase the cost of capital | 37 | |
| 4.4 | Legal risk | 37 |
| 4.4.1 | SCOR is exposed to risks related to legislative and regulatory changes and political, legislative, | |
| regulatory or professional initiatives concerning the insurance and reinsurance sector, which could | ||
| have adverse consequences for its business and its sector | 37 | |
| 4.4.2 | SCOR is subject to applicable laws and regulations relating to sanctions and anti-bribery, the | |
| violation of which could adversely affect its operations | 38 | |
| 4.4.3 | SCOR is exposed to risks linked with Solvency II implementation | 39 |
| 4.4.4 | SCOR is exposed to the risk of being designated systemic or to the risk of its peer being designated | |
| as such | 39 | |
| 4.4.5 | Inconsistent application of EU directives by regulators in different EU Member States may place | |
| SCOR's business at a competitive disadvantage | 39 | |
| 4.4.6 | In 2010, the US congress enacted the Dodd Frank Wall street reform and consumer protection act | |
| ("Dodd Franck Act"), which could have an adverse impact on SCOR'S business | 40 | |
| 4.4.7 | Changes in current accounting practices and future pronouncements may materially impact SCOR's reported financial results |
|
| 4.4.8 | Capital and liquidity may not be completely fungible between different regulated legal entities, which | 40 |
| may have negative consequences for the legal entities | 40 | |
| 4.4.9 | SCOR is exposed to certain litigation matters | 40 |
| 4.4.10 4.5 4.5.1 4.6 4.7 |
SCOR's tax positions are subject to audit and approval by tax authorities Other risks SCOR's ordinary shares price could be volatile and could drop unexpectedly and investors may not be able to sell their ordinary shares at or above the price they paid Insurance of specific operational risks (excluding reinsurance activity) Risk and litigation: Reserving methods |
40 41 41 41 42 |
|---|---|---|
| 5 | Information about the issuer | 45 |
| 5.1 | History and development of the issuer | 45 |
| 5.1.1 | Legal name and commercial name of the issuer | 45 |
| 5.1.2 | Place and registration number of the issuer | 45 |
| 5.1.3 | Date of incorporation and length of life of the issuer | 45 |
| 5.1.4 | Domicile and legal form of the issuer, legislation governing its activities, country of incorporation, address and telephone number of its registered office |
45 |
| 5.1.5 | Important events in the development of the issuer's business | 47 |
| 5.2 | Investments | 51 |
| 5.2.1 | Principal investments made over the past three financial years | 51 |
| 5.2.2 | Principal investments in progress | 51 |
| 5.2.3 | Principal future investments | 51 |
| 6 6.1 |
Business overview Primary activities |
54 55 |
| 6.1.1 | The reinsurance business | 55 |
| 6.1.2 | Breakdown of the Group's business | 57 |
| 6.1.3 | Underwriting, distribution, catastrophe risk, claims and reserves | 60 |
| 6.1.4 | Capital shield policy | 65 |
| 6.1.5 | Investments | 67 |
| 6.2 6.2.1 |
Principal markets Breakdown of gross premiums by division |
69 70 |
| 6.2.2 | Distribution by geographic area | 70 |
| 6.3 | Extraordinary events influencing the principal business and markets | 70 |
| 6.4 | Dependency of the issuer with respect to patents or licenses, industrial, commercial or financial | |
| contracts and new manufacturing processes | 71 | |
| 6.5 | Information on SCOR's competitive position | 71 |
| 6.5.1 6.5.2 |
Non-Life reinsurance Life reinsurance |
71 73 |
| 7 | Organizational structure | 77 |
| 7.1 | Brief description of the Group and of the position of the issuer | 78 |
| 7.1.1 | Group operating companies | 78 |
| 7.2 | List of issuer's significant subsidiaries | 81 |
| 8 | Property, plant and equipment | 84 |
| 8.1 | Major existing or planned property, plant and equipment | 84 |
| 8.2 | Environmental issues that may affect the utilization of property, plant and equipment | 84 |
| 9 | Operating and financial review | 87 |
| 9.1 | Financial position | 87 |
| 9.2 | Operating results | 88 |
| 9.2.1 | Consolidated operating results | 88 |
| 9.2.2 | SCOR Global P&C | 89 |
| 9.2.3 | SCOR Global Life | 91 |
| 9.2.4 | Capital shield policy | 92 |
| 9.2.5 | Strategy or factors of governmental, economic, fiscal, monetary or political character which have had or could have a material impact on the operations of the SCOR Group |
93 |
| 9.2.6 | Calculation of financial ratios | 93 |
| 10 | Capital resources | 102 |
| 10.1 | Capital | 102 |
| 10.2 | Cash flow | 102 |
| 10.3 10.4 |
Borrowing conditions and financing structure Restrictions on the use of capital |
102 103 |
| 10.5 | Sources of financing relating to the future investments by the company and to its property, plant and | |
| equipment | 103 | |
| 11 | Research and development, patents and licenses | 106 |
| 11.1 11.2 |
Research and development activities Information technologies |
106 107 |
| 12 | Trend information | 109 |
|---|---|---|
| 12.1 | Most significant trends in production, sales, inventory, costs, and selling prices since the end of the | |
| last financial year | 111 | |
| 12.1.1 | Non-Life Reinsurance | 111 |
| 12.1.2 | Life Reinsurance | 112 |
| 12.2 | Known trends, uncertainties, demands, commitments and events reasonably likely to have a | 113 |
| material effect on the issuer's prospects | ||
| 13 | Profit forecasts or estimates | 114 |
| 14 | Administrative and management bodies | 118 |
| 14.1 | Information on the members of the Board of Directors and Senior Management | 118 |
| 14.1.1 | Information concerning the members of the Board of Directors | 118 |
| 14.1.2 | Biographical information on members of the Board of Directors | 126 |
| 14.1.3 | Executive Committee | 128 |
| 14.1.4 | Biographical information on the members of the Executive Committee | 131 |
| 14.1.5 | Negative disclosures about members of the Board of Directors and Senior Management | 132 |
| 14.2 | Administrative, management, and supervisory bodies and Senior Management conflicts of interest | 133 |
| 15 | Remuneration and benefits | 136 |
| 15.1 | Amount of remuneration paid and benefits in-kind | 136 |
| 15.1.1 | Directors' fees | 136 |
| 15.1.2 | Remuneration of the members of the COMEX and of the executive corporate officer in 2014 | 137 |
| 15.1.3 | Remuneration in the form of options and share allocation | 144 |
| 15.2 | Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial | |
| year 2014 | 145 | |
| 16 | Board practices | 148 |
| 16.1 | Date of expiration of the current term of office | 148 |
| 16.2 | Information on service contracts of members of Administrative and senior officers | 148 |
| 16.3 | Information on the Audit Committee and the Compensation and Nomination Committee | 148 |
| 16.4 | Corporate governance regime | 149 |
| 17 | Employees | 152 |
| 17.1 | Number of employees | 152 |
| 17.2 | Information on shareholdings and stock options or Company stock purchases by members of | |
| Administrative and Management bodies | 153 | |
| 17.2.1 | Number of shares held by Directors and Senior managers | 153 |
| 17.2.2 | Stock options held by the members of the Executive Committee and other Company officers as at | |
| 31 December 2014 | 154 | |
| 17.2.3 | Free allocation of shares to Executive Committee members and other company officers as at 31 | |
| December 2014 | 158 | |
| 17.2.4 | Potential volume of new shares from outstanding equity-based compensation as of 31 December | |
| 2014 | 160 | |
| 17.3 17.3.1 |
Plans providing employee participation in Company Stock options plans |
161 161 |
| 17.3.2 | Free share allocation plans | 163 |
| 17.3.3 | Stock option plans currently in force within the Group | 172 |
| 17.3.4 | Employee savings plan | 172 |
| 17.4 | Defined pension schemes | 172 |
| 17.4.1 | Defined contribution pension schemes | 173 |
| 17.4.2 | Define benefits pension schemes | 174 |
| 18 | Principal shareholders | 175 |
| 18.1 | Significant shareholders known to SCOR | 177 |
| 18.2 | Negative statement as to the absence of differences between the voting rights of various | |
| 18.3 | shareholders Direct or indirect control by one shareholder |
180 180 |
| 18.4 | Agreement which could result in a subsequent change in control | 180 |
| 19 | ||
| 19.1 | Related party transactions Related party transactions |
183 183 |
| 19.2 | Regulated agreements | 183 |
| 19.3 | Special report of the auditors on regulated agreements and commitments | 183 |
| 20 | Financial information concerning the issuer's assets and liabilities, financial position and | |
| profits and losses | 192 | |
| 20.1 | Historical financial information: consolidated financial statements | 192 |
| 20.1.1 20.1.2 |
Consolidated balance sheets Consolidated statements of income |
193 195 |
| 20.1.3 20.1.4 20.1.5 20.1.6 20.2 20.3 |
Consolidated statements of comprehensive income Consolidated statements of cash flows Consolidated statements of changes in shareholders' equity Notes to the consolidated financial statements Auditing of historical consolidated financial information Sources of financial information not extracted from the audited financial statements of the issuer |
196 196 198 201 279 |
|---|---|---|
| 20.4 20.5 20.6 20.7 |
and indication of such absence of audit Date of most recently audited financial information Interim and other financial information Dividend distribution policy Litigation and arbitration procedures |
281 281 281 281 281 |
| 20.8 | Material change in financial or commercial situation | 281 |
| 21 | Additional information | 284 |
| 21.1 21.1.1 |
Share capital Amount of issued capital and additional information |
284 284 |
| 21.1.2 | Existence of non-equity shares | 287 |
| 21.1.3 | Number and value of directly or indirectly held treasury shares | 287 |
| 21.1.4 21.1.5 |
Amount of convertible securities, exchangeable securities or securities with subscription warrants Information about and terms of any acquisition rights and/or obligations over authorized but unissued capital or an undertaking to increase the capital |
289 289 |
| 21.1.6 | Information about any capital of any member of the Group which is under option or agreed | |
| conditionally or unconditionally to be put under option and characteristics of such options | 289 | |
| 21.1.7 | History of the Company's share capital for the period covered by the historic financial information | 290 |
| 21.2 | Charter and Bylaws | 291 |
| 21.2.1 | Corporate purpose of the issuer (article 3 of the Bylaws) | 291 |
| 21.2.2 | Summary of the Bylaws and internal regulations of the Company concerning the members of its | |
| Administrative, Management and Supervisory bodies | 291 | |
| 21.2.3 | Rights, privileges and restrictions attached to existing voting right | 292 |
| 21.2.4 | Form, holding and transfer of ordinary shares | 294 |
| 21.2.5 | Actions required to modify shareholders' rights | 295 |
| 21.2.6 | Conditions for calling annual shareholders' meetings and extraordinary shareholders' meetings | |
| (articles 8 and 19 of the Bylaws) | 297 | |
| 21.2.7 | Provisions that could delay, defer or prevent a change in control or in the shareholding of the | |
| Company | 297 | |
| 21.2.8 | Declaration thresholds | 298 |
| 21.2.9 | Conditions governing modifications to the share capital (other than legal provisions) | 298 |
| 22 | Material contracts | 300 |
| 23 | Third-party information and statements by experts and declarations of any interest | 303 |
| 23.1 | Expert's report | 303 |
| 23.2 | Information from third parties | 303 |
| 24 | Documents on display | 305 |
| 25 | Information on holdings | 307 |
| 26 | Non financial information | 309 |
| 27 | Fees paid by the Group to the Auditors | 311 |
| 28 | Published information | 313 |
| Appendix A | Unconsolidated corporate financial statements of SCOR SE | 316 |
| Appendix B | Report Of The Chairman Of The Board Of Directors | 350 |
| Appendix C | Glossary | 386 |
| Appendix D | Management Report | 397 |
| Appendix E | Cross Reference Table – Annual Financial Report | 426 |
| 1.1 | Name and title of person responsible |
9 |
|---|---|---|
| 1.2 | Declaration by person responsible | 9 |
Mr. Denis Kessler, Chairman of the Board of Directors and Chief Executive Officer of SCOR SE.
Chairman of the Board of Directors and Chief Executive Officer (CEO)
Denis Kessler
| 2.1 | Auditors | 12 |
|---|---|---|
| 2.2 | Resignation or non-renewal of Auditors |
12 |
| Date of first | ||
|---|---|---|
| Name | appointment | End of current appointment |
| MAZARS Represented by Messrs. Jean-Claude Pauly and Antoine Esquieu Tour Exaltis - 61, rue Henri Regnault 92075 Paris-La Défense cedex, France CRCC de Versailles |
22 June 1990 | On the date of the Shareholders' Meeting called to approve the financial statements of the financial year ending 31 December 2019 |
| ERNST & YOUNG Audit Represented by Mr. Guillaume Fontaine Tour First -1, Place des saisons 92037 Paris-La Défense cedex, France CRCC of Versailles |
13 May 1996 | On the date of the Shareholders' Meeting called to approve the financial statements of the financial year ending 31 December 2019 |
| 2.1.2 ALTERNATIVE AUDITORS | ||
| Name | Date of first appointment |
End of current appointment |
| Mr. Lionel Gotlib Tour Exaltis – 61, rue Henri Regnault 92075 La Défense Cedex CRCC of Versailles |
6 May 2014 | On the date of the Shareholders' Meeting called to approve the financial statements of the financial year ended 31 December 2019 |
|---|---|---|
| Mr. Pierre Planchon Tour First -1, Place des saisons 92037 Paris-La Défense cedex, France CRCC of Versailles |
6 May 2014 | On the date of the Shareholders' Meeting called to approve the financial statements of the financial year ended 31 December 2019 |
Not applicable
3.1 Group key figures 15
SCOR SE and its consolidated subsidiaries ("SCOR" or the "Group"), compose the world's 5th largest reinsurer ( 1) serving more than 4,000 clients from its five organizational hubs located in Paris, Zurich / Cologne and London for Europe, Singapore for Asia and New York / Charlotte / Kansas City for the Americas Hub.
The new Hub Zurich / Cologne combines the existing Hubs in these two cities with a view of strengthening the organizational structure of SCOR in Europe. It was established on the 1 October 2014 and should be fully operational by the first quarter of 2015.
The solid 2014 year end results and strength of the balance sheet demonstrate the effectiveness of SCOR's strategy, based on high business and geographical diversification and focused on traditional reinsurance activity.
In 2014, Fitch raised the outlook on the "A+" rating of SCOR SE and its main subsidiaries to "positive" to reflect "SCOR's improved profitability, strong solvency and financial leverage for its risk profile"(2) .
During 2013, Standard & Poor's raised the outlook on the "A+" rating of SCOR SE and its main subsidiaries to "positive" as, according to their statement, "capital and earnings are expected to rise due to very strong ERM" (3) . In 2012, the rating agencies upgraded SCOR's financial strength rating to "A+" or equivalent, and A.M. Best upgraded the Issuer Credit Ratings (ICR) of SCOR SE and its main subsidiaries from "A" to "A+".
The financial strength ratings of the Group are currently "A+" with a positive outlook from Standard & Poor's "S&P", "A1" with a stable outlook from Moody's, "A+" with a positive outlook from Fitch, and "A" with a stable outlook from A.M. Best.
2013 disclosures include the results generated by Generali U.S. during the period from 1 October 2013, the date of acquisition by SCOR, up to 31 December 2013. 2014 disclosures include twelve months of the results generated by Generali U.S.
(1) By Net Reinsurance premiums written, source: "S&P Global Reinsurance Highlights 2014" (excluding Lloyd's of London)
(2) Source: Fitch press release, 20 August 2014
(3) Source: S&P Insurance Markets, Research Update, 21 November 2013
| In EUR million | 2014 | 2013 | 2012 | |
|---|---|---|---|---|
| Consolidated SCOR Group | ||||
| Gross written premiums | 11,316 | 10,253 | 9,514 | |
| Net earned premiums | 9,991 | 9,066 | 8,399 | |
| Operating result | 825 | 783 | 632 | |
| Consolidated Net income – Group share | 512 | 549 | 418 | |
| Net investment income | .(1) | 576 | 509 | 564 |
| Group cost ratio | ((1)) | 5.0% | 5.1% | 5.3% |
| Return on invested assets | .(1) (2) | 2.9% | 2.6% | 2.9% |
| Return on equity | .(1) (3) | 9.9% | 11.4% | 9.1% |
| Basic earnings per share (in EUR) | .(4) | 2.75 | 2.96 | 2.28 |
| Book value per share (in EUR) | .(1) | 30.60 | 26.64 | 26.16 |
| Share price (in EUR) | .(5) | 25.20 | 26.57 | 20.41 |
| Operating cash flow | 894 | 897 | 761 | |
| Total assets | 37,166 | 34,161 | 32,676 | |
| Liquidity | .(6) | 940 | 2,120 | 2,715 |
| Shareholders' equity | 5,729 | 4,980 | 4,807 | |
| Capitalization and indebtedness | .(7) | 7,472 | 6,359 | 6,019 |
| SCOR Global P&C Division | ||||
| Gross written premiums | 4,935 | 4,848 | 4,650 | |
| Net combined ratio | .(1) | 91.4% | 93.9% | 94.1% |
| Division SCOR Global Life | ||||
| Gross written premiums | 6,381 | 5,405 | 4,864 | |
| SCOR Global Life technical margin | .(1) (8) | 7.1% | 7.4% | 7.7% |
(1) Refer to Section 9.2.6 – Calculation of financial ratios, for detailed calculation
(2) The return on invested assets' calculation method was adjusted to exclude revenues from Life reinsurance contracts that do not transfer significant reinsurance risk (presented in the investment income line of the 2013 Registration Document). The ratios previously reported in the 2013 Registration Document were 2.6% and 3.0% for the years ended December 31, 2013 and 2012, respectively
(3) The ROE calculation method was adjusted to take into account material foreign exchange rates movements that do not occur evenly through the reporting period. A daily weighted average is applied for the currency or currencies that experienced such movements and simple weighted average is applied for the other currencies. The ratios previously reported in the 2013 Registration document were 11.5% and 9.1% for 2013 and 2012, respectively
(4) Earnings per share are calculated as net income divided by basic number of shares. The basic number of shares includes the average number of closing shares, shares issued during the period and time-weighted treasury shares
(5) Closing stock price on 31 December 2014 (2013, 2012)
(6) The Group's liquidity is defined as cash, cash equivalent, short-term government bonds with maturities above three months and below 12 months and bank overdrafts
(7) Capitalization and indebtedness is defined as the sum of IFRS shareholders' equity and subordinated debt
(8) Life technical margin is calculated as a percentage of net technical result plus income from funds held by ceding companies and the net of gross and ceded earned premiums. The net technical result represents the result of the net reinsurance operations of the Life division including income and expenses either implied in the reinsurance and retrocession arrangements or fully related to these arrangements. The technical result calculation method was adjusted to include revenues from Life reinsurance contracts that do not transfer significant reinsurance risk (presented in the investment income line of the 2013 Registration Document). The ratios previously reported in the 2013 Registration Document were 7.3% and 7.7% for the years ended December 31, 2013 and 2012, respectively
| 4.1 | Risk related to the business environment |
21 |
|---|---|---|
| 4.2 | Risk related to Financial Markets | 33 |
| 4.3 | Liquidity risk | 36 |
| 4.4 | Legal risk | 37 |
| 4.5 | Other risks | 41 |
| 4.6 | Insurance of specific operational risks (excluding reinsurance activity) |
41 |
| 4.7 | Risk and litigation: Reserving methods |
42 |
The risk factors described below must be considered together with the other information contained in the Registration Document, and specifically with:
The information included in this section referring to the nature and extent of risks arising from financial instruments as required by IFRS 7 – Financial Instruments – Disclosures, is an integral part of the consolidated financial statements as at 31 December 2014. As such the information is audited.
These sections describe the risk management measures, processes and hedging positions planned or implemented by the Group in order to identify, assess and mitigate the risks. The Group conducted a review of the risks that could have a material adverse effect on its activity, its financial situation or its results (or capacity to reach objectives), and considers that no other significant risk than those disclosed exists.
All risks described in Section 4 are managed through a variety of mechanisms in SCOR's ERM Framework.
Difficult conditions in the global capital markets and the economy generally may materially adversely affect SCOR's business and results of operations
The Group's results of operations could be materially affected by the global capital markets conditions and the economy in France, other countries in continental Europe, the United Kingdom ("the UK"), the United States of America ("the US") and elsewhere around the world. Many economies around the world may experience negative macroeconomic trends, including job losses and, consequently, higher unemployment, lower consumer spending and investments, lower credit availability, the failure of a significant number of financial and non-financial companies and the payment default of sovereign states. Any continued deterioration in macroeconomic trends could have an adverse effect on SCOR's business and results of operations, even more so as the global economy is still in convalescence since the 2008 financial crisis and remains very vulnerable to negative economic, financial and geo-political shocks. In particular, the growing debt of governments in advanced economies and of private companies in emerging countries could generate significant adjustments if the main central banks were to raise interest rates. As a result, financial markets could enter a period of high volatility which could lead to adverse consequences such as waves of company defaults, or a major liquidity crisis. Although pressure on the most fragile sovereign issuers in Europe seems to have decreased since the summer of 2012, notably due to announcements from the European Central Bank, the financial situation in many countries of the Eurozone remains unstable and downgrades of some states' financial ratings have occurred. While SCOR does not currently own any securities issued by the governments of Greece, Italy, Spain, Ireland, Hungary or Portugal, it cannot predict whether any of the other government securities that it holds in its investment portfolio will be adversely affected in the future by ratings downgrades, the continuing debt crisis or other developments. For further information on investments, refer to Section 6.1.5 Investments and Section 20.1.6 – Notes to the consolidated financial statements, Note 6 – Insurance Business Investments.
In addition, the fixed-income markets can experience a period of extreme volatility that has negatively impacted market liquidity conditions. These volatile conditions have affected a broad range of mortgage and asset-backed and other fixed-income securities, including those rated investment grade, the US and international credit and interbank money markets generally, and a wide range of financial institutions and markets, asset classes and sectors. As a result, the market for fixed-income securities has experienced decreased liquidity, increased price volatility, credit downgrade events, increased probability of default and lower than expected recovery rates. Securities that are less liquid are more difficult to value and may be challenging to dispose of.
Recently, advanced economies, with the exception of the Eurozone, have experienced an improvement in their economic situation. While these developments may eventually unfold into a noticeable expansion, the risk of a relapse of all or part of these economies remains important. The global economy may suffer from a sharp turn in American monetary policy, which could spur a rise in interest rates all along the yield curve. Financing conditions could thus deteriorate across sectors and economies. In particular, the emerging and developing countries may suffer from capital outflows in the wake of such a US monetary normalization.
This difficult environment and the continuing market upheavals may have an adverse effect on SCOR, in part because it has a large investment portfolio and also because it is dependent upon customer behavior. The Group's premiums are likely to decline in such circumstances and its profit margins could erode. In the event of extreme prolonged market events, such as the global credit crisis, SCOR could incur significant losses in its investment portfolio. Refer to Section 20.1.6 – Notes to the financial statements, Note 6 – Insurance Business Investments, which includes analyses of unrealized and realized investment losses. See also Section 4.2.2 – SCOR faces risks related to its equity-based portfolio. Even in the absence of a market downturn, SCOR is exposed to a substantial risk of loss due to market volatility. See Section 4.2.3 – SCOR is exposed to other risks arising from the investments it owns.
Factors such as government and consumer spending, business investment, the volatility and strength of both debt and equity markets, and inflation, all affect the business and economic environment and ultimately, the size and profitability of SCOR's business. In an economic downturn characterized by higher unemployment, lower household income, lower corporate earnings, lower business investment and lower consumer spending, the demand for SCOR's and its clients' products could be adversely affected. In addition, the Group may experience an elevated incidence of claims or be impacted by a decrease in demand for reinsurance and increased surrenders of policies from the cedents (see paragraph on Lapsation in Section 4.1.1.B – Life Reinsurance) that could affect the current and future profitability of its business. Although written premiums have seen steady growth in prior years, a prolonged economic crisis could result in lower written premiums in the future. These adverse changes in the economy could affect earnings negatively and could have a material adverse effect on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
Governmental initiatives intended to alleviate the financial crisis that have been adopted may not be effective and, in any event, are expected to be accompanied by other initiatives, including new capital requirements, fiscal or other regulations, that could materially affect SCOR's results of operations, financial condition and liquidity in ways that it cannot predict
In a number of countries in which the Group operates, legislation has been passed in an attempt to stabilize the financial markets, including bank stabilization programs by the Government and Bank of England in the UK and similar programs under the Emergency Economic Stabilization Act of 2008 in the US, as well as the Financial and Banking Regulation Act of 2010 in France and the Basel III agreements reached by the Basel Committee on Banking Supervision. Additionally, the EU has established the European Stability Mechanism (ESM) to assist European governments with their budgetary deficits and to stabilize the sovereign debt markets in the Eurozone. Such legislation or similar proposals, as well as accompanying actions, such as monetary or fiscal actions, of comparable authorities in the US, UK, Euro-zone and other countries, may fail to stabilize durably the financial markets. Although the European sovereign debt crisis has receded, public finances are far from equilibrium and public debt in some Eurozone countries is following an unsustainable path. Thus, tensions on some sovereign issuers are likely to reappear, in particular when long-term interest rates are on the rise again.
This legislation and other proposals or actions may then have other consequences, including material effects on interest rates and foreign exchange rates, and in particular, the future viability of the European currency or the European Monetary Union, which could materially affect SCOR's investments, results of operations and liquidity in ways that it cannot predict. The failure to effectively implement this legislation and related proposals or actions could also result in a material adverse effect, notably increased constraints on the liquidity available in the banking system and financial markets and increased pressure on stock prices, any of which could materially and adversely affect the Group's results of operations, financial condition and liquidity. In the event of future material deterioration in business conditions, it may need to raise additional capital or consider other transactions to manage its capital position or liquidity.
In addition, SCOR is subject to extensive laws and regulations that are administered and enforced by a number of different governmental authorities and non-governmental self-regulatory agencies, including the French Prudential Supervision and Resolution Authority (Autorité de Contrôle Prudentiel et de Résolution, or "ACPR") which regulates among other categories of entities the insurance and reinsurance companies, and other regulators. Some of these authorities are considering or may in the future consider enhanced or new regulatory requirements intended to prevent future crises or otherwise assure the stability of institutions under their supervision and submit them to reinforced measures of control and higher capital requirements.
All of these risks could materially affect its business, present and future revenues, net income, cash flows, financial position, and potentially, its share price.
SCOR takes into consideration the numerous changes to the environment in which the Group operates, examples being: professional practices, legal, jurisdictional, regulatory, social, political, economic, financial and environmental conditions. These emerging or latent risks may adversely affect SCOR's business due to either an interpretation of the contracts leading to an extension of coverage beyond its underwriting anticipation (e.g. through inapplicability or interpretation of treaty clauses) or by increasing the frequency and/or severity of claims. This would have an adverse effect on business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of securities.
See Appendix B – II. Internal control and risk management procedures, B. Identification and assessment of risks for information on risk mitigation actions.
4.1.1 SCOR IS EXPOSED TO DIVERSE RISK FACTORS IN THE NON-LIFE AND LIFE REINSURANCE BUSINESSES
The principal risk the Group faces under insurance and reinsurance contracts is that the actual amounts of claims and benefit payments, or the timing thereof, differ from expectations. The frequency of claims, their severity, actual benefits paid, the development of long-tail claims as well as external factors all beyond the Group's control, especially inflation, legal and regulatory developments, and others, have an influence on the principal risk faced by the Group. Additionally, the Group is subject to the underwriting of cedents for certain reinsurance treaties, and to claims management by these companies and the data provided by them. In spite of these uncertainties, the Group seeks to ensure that sufficient reserves are available to cover its liabilities (Refer to Section 6.1.3.5 – Reserves).
In addition, the Group could also be exposed to so-called emerging risks, which are risks considered to be new or subject to constant evolution, and thus particularly uncertain in their impact. Examples of such risks are electromagnetic fields, nanotechnology, cyber-risks, climate change, solar storms and anti-microbial resistance.
Generally, SCOR's ability to increase or maintain its portfolios of insurance and reinsurance risks in the Non-Life and Life divisions where it operates may depend on external factors such as economic risks and political risks.
SCOR's property business underwritten by its property and casualty division, which it refers to in this Registration Document as "SCOR Global P&C", "Non-Life" or its "Non-Life division", is exposed to multiple insured losses arising from a single or multiple events, which can be catastrophic, being either caused by nature (e.g. hurricane, typhoon, windstorm, flood, hail, severe winter storm, earthquake, etc.) or by the intervention of a man-made cause (e.g. explosion, fire at a major industrial facility, act of terrorism, etc.). Any such catastrophic event can generate insured losses in one or several of SCOR's lines of business.
The insured losses may be covered under various lines of business within the property business such as fire, engineering, aviation, space, transport and agriculture.
For SCOR's casualty business, the frequency and severity of claims and the related indemnification payment amounts can be affected by several factors. The most significant factors are the changing legal and regulatory environment, including changes in civil liability law and jurisprudence. Additionally, due to the length of amicable, arbitral and court claims settlement procedures, the casualty business is exposed to inflation risks regarding the assessment of claim amounts.
Non-Life insurance and reinsurance businesses are cyclical. Historically, reinsurers have experienced significant fluctuations in operating income due to volatile and unpredictable developments, many of which are beyond the control of the reinsurer including primarily frequency or severity of catastrophic events, levels of capacity offered by the market, general economic conditions and the level of competition with regards to pricing.
The primary consequences of these factors are a reduction or an increase of the volume of Non-Life reinsurance premiums on the market, an increase in competition within the reinsurance market, and also a preference for those operators who are most attentive to the specific needs of the cedents and the most capable of answering them. This could lead potentially to a loss of competitive advantage for SCOR.
Beyond the general trends, the premium rate cycle affects certain geographic markets and/or certain lines of business in a differentiated fashion and independently of each other.
SCOR produces its Non-Life business both through brokers and through direct relationships with insurance company clients. For the year ended 31 December 2014, approximately 58% of Non-Life gross premiums were produced through brokers (for the year ended 31 December 2013: 63%). In 2014, SCOR had two brokers that accounted for approximately 36% of its Non-Life gross premiums (in 2013: 34%). Refer to Section 6 – Business overview, 6.1.3.2 Distribution by Production Source. The risk for SCOR is mainly the significant concentration of premiums written through a limited number of brokers. A significant reduction in the business generated through these brokers could potentially reduce premium volume and net income.
See Section 20.1.6 – Note 26, Insurance and financial risk – Non-Life reinsurance risks for further information on risk mitigation actions.
The main categories of risks for the life reinsurance underwritten by SCOR's Life division, which is also referred to as "SCOR Global Life", "Life" or "Life division", are biometric, behavioral and catastrophe risks as well as credit risk (see Section 4.1.14 - SCOR is exposed to losses due to counterparty default risks or credit risks), currency risks (see Section 4.2.4 – SCOR is exposed to foreign currency exchange rate fluctuations) and market risks (see Section 4.2 – Risk related to Financial Markets and Section 4.2.3 – SCOR is exposed to other risks arising from the instruments it owns).
The assessment of biometric risks is at the center of underwriting in life reinsurance. These are risks which result from adverse developments in mortality, morbidity, longevity or from epidemic/pandemic shock claims. These risks are evaluated by the actuaries, research centers and medical underwriters of SCOR Global Life, who analyze and use information from SCOR Global Life's own portfolio experience, from the ceding companies as well as relevant information available in the public domain, such as mortality or disability studies and tables available from various sources, e.g. actuarial associations or medical research bodies.
Mortality risk is the risk of negative deviation from expected results due to higher than anticipated death rates resulting primarily from either the inherent volatility, an initial mispricing, an adverse long-term trend, antiselection, lapsation or a mortality shock event in the reinsured portfolio.
Products such as critical illness, short-term and long-term disability and long-term care, which all contain morbidity risk, are subject to the risk of negative trends in health, as well as to the consequences of improved medical diagnoses capabilities which increase the number of claims due to conditions that otherwise would possibly have remained undetected. Medical progress may in the future enable better treatment, resulting in higher claims, since certain diseases would have otherwise led to a much shorter life expectancy of insured. Products providing cover for medical expenses are in particular subject to the risk of higher than expected incidence and inflation of medical costs.
Longevity risk refers to the risk of a negative deviation from expected results due to the insured or annuitant living longer than assumed in the pricing. This risk could have an impact on longevity swaps, annuity and long-term care covers and on other longevity protection products.
In Life reinsurance, a severe pandemic is a major risk. In the past century, three major outbreaks of influenza occurred and claimed millions of lives. The occurrence of a similar event could cause large losses to SCOR due to an increased mortality far beyond the usual volatility. Experts closely monitor current influenza virus strains and those of infectious diseases. A lethal virus strain not only of influenza but of any other communicable disease could lead to a heavy increase in mortality rates and increased medical costs which could significantly affect SCOR's results.
SCOR Global Life is also exposed to risks related to policyholder behavior. This includes risks such as lapsation, antiselection at policy issue, resale or purchase of policies by third parties with no insurable interest, actual exercising of policy options by the policyholder different from expected, and fraudulent applications.
Lapses refer to either non-payment of premium by the policyholder or to policies which are terminated by the policyholder before the maturity date of the policy. Depending upon the product design, higher or lower policyholder lapses than assumed in the pricing may reduce SCOR Global Life's expected future income.
Anti-selection refers to the problem of asymmetry of information between the insured and the insurer. An individual applying for life or health insurance cover usually has better knowledge about his or her own state of health than the insurer. The risk to the (re)insurer is of policyholders deliberately deciding among other things to:
This might lead to a portfolio composition which differs from the one assumed during pricing and might imply lower than expected profits for both the direct insurer and reinsurer.
In general, for most individual life covers, the policyholder and the insured person are identical. The pricing of these policies is based on this assumption. However, policyholders may sell their polices (for more than the cash surrender value) and the eventual death benefit to third parties who continue to pay the premium. Under "Stranger Owned Life Insurance (STOLI)" or "Investor Owned Life Insurance (IOLI)" policies, primarily between 2003 and 2008 in the US, policies were purchased with the intention to sell them to a third party who has no insurable interest in the life of the insured. This practice can lead to deviations between actual and expected lapse rates and mortality experience which can be a risk to the insurer and reinsurer of the cover. Most states as well as virtually all life insurance financial underwriting practices currently prohibit STOLI/IOLI transactions at the time of sale.
As previously indicated, natural or man-made catastrophic events can cause very significant material damages affecting the Non-Life activities of the Group. In addition, such events could cause a large number of deaths and/or injuries which could impact the Life activities of SCOR, particularly under contracts covering groups of employees working at the same location.
For further details, refer to Section 4.1.2 – SCOR is exposed to losses from catastrophic events. See also Section 6.1.3.4 – Catastrophe (cat) Risk and Exposure Controls.
Certain life insurance products include guarantees, most frequently with respect to premium rates, insurance benefits, and surrender or maturity values, or guarantees with regard to interest accrued on reserves or policyholder funds. Other guarantees may exist, for example, with regard to automatic adjustments of benefits or options applied in annuity policies.
Such guarantees may be explicitly or implicitly covered by the reinsurer under the reinsurance contract and, if so, expose the reinsurer to the risk of adverse developments which increase the value of the guarantee and thereby necessitate respective increases in benefit reserves.
The level of availability and cost of collateral, including letters of credit, asset trusts and other credit facilities, could adversely affect SCOR's operations and financial condition.
Collateral arrangements in Life reinsurance transactions are stipulated in contractual agreements to address clients' counterparty risk mitigation requirements.
Regulatory reserve and related collateral requirements in various jurisdictions in which SCOR operates may be significantly higher than the reserves required under IFRS. A regulation in the US (NAIC Model Regulation XXX or Valuation of Life Insurance Policies Model Regulation), commonly referred to as Regulation XXX (or Triple X) and adopted by most US states as at 1 January 2000, requires a relatively higher level of regulatory, or statutory, reserves that US Life insurance and Life reinsurance companies must hold on their statutory financial statements for various types of Life insurance business, primarily certain level premium term life products. The reserve requirements under Regulation XXX increase over time and are normally in excess of reserves required under IFRS in other jurisdictions. The increase and the ultimate level of XXX reserves will depend upon the mix of business and future production levels in the US.
SCOR might, over time, retrocede certain XXX-related cash flows and reserves to such affiliated or unaffiliated reinsurers that are authorized in the ceding company's domicile or provide collateral of an amount equal to the reinsured reserves. Such collateral must be provided in the form of funds withheld, approved commercial bank letters of credit meeting the requirements of the ceding company's domiciliary state, the placement of assets in qualifying trusts for the ceding company's benefit, or by other means pre-approved by the ceding company's regulator.
Based on the assumed rate of growth in SCOR's current US life business plan, and the increasing level of XXX reserves associated with this business, it expects the amount of required XXX reserves, retrocession and required collateral to grow significantly. With regard to retrocession to affiliates, SCOR would be required to secure such collateral.
In connection with these reserve requirements, SCOR faces the following risks:
statutory reserve or collateral requirements or higher costs of reinsurance they face, may result in a significant loss of volume in their life insurance operations, which could, in turn, adversely affect life reinsurance operations.
SCOR studies and closely monitors this risk, but cannot assure investors that it will be able to implement actions to mitigate the effect of increasing regulatory reserve and related collateral requirements.
Under certain long-term reinsurance treaties, ceding companies have the right to totally or partially recapture the book of business ceded under the reinsurance treaty after a pre-defined number of years after the inception of the treaty. The exercise of such recapture options may reduce SCOR Global Life's expected future income.
See Section 20.1.6 – Note 26, Insurance and financial risk – Life reinsurance for information on risk mitigation actions.
The Group takes into account the effect of the diversification between its two divisions, Non-Life and Life, in its internal model, by setting parameters for the interdependence of the various lines of business.
Non-Life and Life reinsurance activities take place in two different market environments. They are subject to heterogeneous external constraints, which generally benefit from a high diversification effect. The overall balance between the two business areas within the Group hence provides stability. However, in some cases, evolutions of the Non-Life and Life activities are linked to each other as well as to those of the financial markets. This exposes SCOR to risks of accumulation between its lines of business and/or asset classes, which are difficult to quantify.
Unforeseen events, such as natural catastrophes, can cause significant damage. These types of risk primarily affect Non-Life business areas. However, in cases where SCOR faces a large number of casualties, the possibility of the losses also affecting its Life lines of business cannot be excluded. Similarly, unforeseen events such as terrorist attacks may materially impact the Non-Life business area, but also the Life business area, in the case of attacks resulting in many fatalities.
In the event of a very large natural catastrophe or terrorism attack, the losses generated in the Non-Life and Life divisions could potentially accumulate with losses on financial assets related to the potential reaction of markets (i.e. movements in interest rates, exchange rates and equity market prices). In the same way, a major pandemic event may cause financial market turmoil and/or business interruptions.
SCOR's ability to grow or maintain its portfolios in the Non-Life and Life reinsurance divisions may be subject to external factors whose evolutions may be linked, such as economic and political risks.
Economic risks are related to slowdowns in economic growth or recessions in the major markets. This may lead households and companies to take out less insurance, to suspend certain premium payments, or to terminate the insurance policies underlying the existing Non-Life and Life treaties earlier than anticipated.
Political risks, which are characterized by social and political instability in certain countries, are particularly significant in emerging markets. These risks could lead to significantly reduced business growth in the Group's markets.
There is no guarantee that SCOR is protected from unexpected changes in Life or Non-Life claims frequency or severity or erroneous assumptions in the underwriting and pricing, or from unexpected levels of correlations across its Non-Life, Life, and asset risks. These variations could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Section 20.1.6 – Note 26, Insurance and financial risk – Interdependence of the Non-Life and Life Reinsurance businesses for information on risk mitigation actions.
Like other reinsurance companies, SCOR may be exposed to multiple insured losses to property and/or to individuals arising from a single occurrence, whether a natural catastrophe such as a hurricane, typhoon, windstorm, flood, hail, severe winter storm, earthquake, etc., or a man-made catastrophe such as an explosion, fire at a major industrial facility or an act of terrorism. Any such catastrophic event may generate insured losses in one or more of the Group's lines of business.
The frequency and severity of such catastrophic events, particularly natural hazards, are by their nature unpredictable. The inherent unpredictability of these events makes forecasts and risk evaluations uncertain for any given year. As a result, SCOR's claims experience may vary significantly from one year to the next, which can have a significant impact on its profitability and financial position. In addition, depending on the frequency and nature of losses, the speed with which claims are made and the terms of the policies affected, it may be required to make large claim payments within a short period. SCOR may be forced to fund those obligations by liquidating investments in distressed market conditions, or by raising funds under unfavorable conditions. In particular, its most significant exposure to natural catastrophes in Non-Life relates to earthquakes, storms, typhoons, hurricanes, floods and other weather-related phenomena like hail or tornados.
Although the Group attempts to limit its exposure to acceptable levels, it is possible that multiple concurrent catastrophic events could have a material adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Section 6.1.3.4 – Catastrophe (Cat) risk and exposure controls for information on risk mitigation actions.
4.1.3 SCOR COULD BE SUBJECT TO LOSSES AS A RESULT OF ITS EXPOSURE TO TERRORISM
In the context of its business, SCOR may be exposed to claims arising from the consequences of terrorist acts. Terrorist acts can affect both individuals and property, their potential significance can be illustrated by the 11 September 2001 attack on the World Trade Center (WTC) in the USA.
The Group has actively supported the creation of insurance and reinsurance pools involving insurance and reinsurance companies as well as public authorities in order to spread the risks of terrorist activity among the members of these pools. Pools have been created in countries such as but not limited to: France (GAREAT), Germany (Extremus), the Netherlands (NHT), Austria (VVO) and Belgium (TRIP), which also benefit from varying levels of state support. The Group participates in some of these pools. In the US, the Terrorism Risk Insurance Act, and subsequent successive legislation, requires that insurers provide coverage for terrorist acts. It establishes a federal program to help insurance companies cover claims related to terrorist acts.
Beyond the legal requirements in the USA and other countries, market practice frequently also requires that reinsurers or insurers provide terrorism coverage.
Therefore, SCOR does reinsure and, in some cases, insure, terrorist risks, wherever possible limiting either the event or annual aggregate amount of coverage for damage caused by terrorist acts.
Beyond the potential impact on its non-life portfolio, a terror event could also have an impact on the Group's life portfolio. Although in past events the life claims incurred have been comparatively small in relation to the non-life claims incurred, a terrorist act might claim a large number of insured lives.
As a result, future terrorist acts, whether in the US or elsewhere, could cause SCOR significant claims payments, and could have a significant effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Appendix B – II. Internal control and risk management procedures, B. Identification and assessment of risks for information on risk mitigation actions.
4.1.4 SCOR COULD BE SUBJECT TO INCREASED RESERVES FROM BUSINESS THAT IT DOES NOT ACTIVELY UNDERWRITE
Like most reinsurance companies, SCOR is exposed to environmental pollution and asbestos related risks, particularly in the US. Insurers are required under their contracts to notify the relevant reinsurer of any claims or potential claims that they are aware of. However, the Group often receives notices from insurers of potential claims related to environmental and asbestos risks that are not precise enough, as the primary insurer may not have fully evaluated the loss at the time it notifies the Group of the claim. Due to the nature of these claims, the uncertainty surrounding the extent of coverage under insurance policies and whether or not particular claims are subject to any limit, the number of occurrences and new developments regarding the insured and insurer liabilities, SCOR, like other reinsurers, can only give a very approximate estimate of its potential exposure to environmental and asbestos claims that may or may not have been reported.
Taking account of the above, it is difficult to estimate the reserves required for losses arising from asbestos and environmental pollution and to guarantee that the estimated amount will be sufficient.
The reserve amount for these risks in addition to the number and the amount of losses are indicated in Section 20.1.6 – Notes to the consolidated financial statements, Note 16 – Net Contract Liabilities. Data related to the reserves arising from the risks related to asbestos and environmental pollution is also included in Section 4.1.5 – If SCOR's reserves prove to be inadequate, its net income, cash flow and financial position may be adversely affected.
As a result of this imprecision and uncertainty, SCOR cannot exclude the possibility that it could be exposed to significant environmental and asbestos claims, or have to increase its reserving level, which could have an adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
SCOR Global Life has in its books legacy retrocession liabilities with regard to Guaranteed Minimum Death Benefit (GMDB) rider options attached to variable annuity policies written in the US. This GMDB business indirectly exposes SCOR Global Life to asset risk on the variable annuity policyholders' funds. These funds are not held by SCOR Global Life, the assets remain with the originating ceding companies.
Business of this type is not within the usual scope of the SCOR Global Life underwriting policy, and no GMDB new business is being underwritten. These treaties are all in run-off and, as at 31 December 2014, cover in total approximately 0.5 million policies.
There are some risks which are specific to the GMDB portfolio, such as developments on the financial markets, fluctuations in interest rates, and the implied volatility on equity options. The liability is also dependent on policyholder behavior. As a retrocessionaire, SCOR Global Life is exposed to uncertainties concerning data received from its retrocedents and the original ceding companies and also due to the inherent reporting lag. SCOR Global Life is also exposed to risks inherent to the model used for the assessment of the liability under its portfolio.
There can be no assurance that SCOR's GMDB portfolios will not deteriorate in the future, which could have an adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Section 20.1.6 – Notes to the consolidated financial statements, Note 16, Net Contract liabilities – (A) Guaranteed Minimum Death Benefit (GMDB) for information on risk mitigation actions.
SCOR Non-Life's US operations include both on-going and run-off portfolios. The latter principally consists of risks arising from various classes of insurance and reinsurance business written in the US from the middle of the 1990's to 2002 by SCOR Reinsurance Company (SCOR Re U.S.") and General Security National Insurance Company ("GSNIC"), each a SCOR Group owned insurance company domiciled in the State of New York, and by Commercial Risk Partners Ltd. ("CRP"), a Bermuda company absorbed by GSNIC in 2009. There can be no assurance that SCOR's US Non-Life subsidiaries will not face financial difficulties in the future. Today, discontinued business portfolios do not represent a material liability that is any greater than those associated with other activities of the Group.
The SCOR Group is required to maintain reserves to cover its estimated ultimate liability for losses and loss adjustment expenses with respect to reported and unreported claims, incurred as at the end of each accounting period, net of estimated related recoveries. Its reserves are established both on the basis of information it receives from its cedent insurance companies, particularly their own reserving levels, as well as on the basis of its knowledge of the risks, the studies it conducts and the trends it observes on a regular basis. As part of the reserving process SCOR reviews, with the concerned insurers and co-insurers, available historical data and it tries to anticipate the impact of various factors such as change in laws and regulations and judicial decisions that may affect potential losses from claims, changes in social and political attitudes that may increase exposure to losses and trends in mortality and morbidity, or evolution in general economic conditions.
As stated before, the Group's reserves and policy pricing are based on a number of assumptions and on information provided by third parties, which, if incorrect and/or incomplete, could have an adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price. Despite the audits it carries out on the companies with which it does business and its frequent contacts with these companies, the Group is still dependent upon such companies' risk evaluations in establishing its reserves.
As is the case for all other reinsurers, the inherent uncertainties in estimating reserves are compounded by the significant periods of time that often elapse between the occurrence of an insured loss, the reporting of the loss to the primary insurer and ultimately to SCOR. In addition, reserving practices may differ among ceding companies.
Another factor of uncertainty resides in the fact that some of SCOR's activities are long-tail in nature, in particular longterm care, whole life products, term assurance, longevity, workers compensation, general liability, medical malpractice or those linked to environmental pollution or asbestos exposure. For some of these activities, it has, in the past, been necessary for SCOR to revise estimated potential loss exposure and, therefore, to reinforce the related loss reserves.
Other factors of uncertainty, some of which have been mentioned above, are linked to changes in the law, regulations, case law and legal doctrines, as well as developments in class action litigation, particularly in the US.
As a consequence of the difficulties described above regarding the reserving of risks and their annual revision in Life and Non-Life, there can be no assurance that SCOR will not have to increase its reserves in the future, or that the reserves it constituted will be sufficient to meet all its future liabilities, which could materially negatively impact its business, present and future revenues, net income, cash flows, financial position, and potentially, its share price.
For further details on the Group's reserves refer to Section 6.1.3.5 – Reserves.
SCOR is subject to a risk of possible non-payment of premiums due by its cedents and/or to the possible non-respect by one or several of its commercial partners, of their commitments to the Group.
The Group transfers a part of its exposure to certain risks to other reinsurers through retrocession arrangements. Under these arrangements, other reinsurers assume a portion of its losses and expenses associated with losses in exchange for a portion of premiums received. When SCOR obtains retrocession, it remains liable to its cedents for that part of the risk that is subsequently transferred to the retrocessionaire and it must meet its obligation even if the retrocessionaire does not meet its obligations to SCOR.
Similarly, when the Group transfers its own operational risks to insurers, it is subject to the risk of the insurers not respecting their obligations. See Section 4.6 – Insurance of specific operational risks (excluding reinsurance activity).
Thus, the non-respect of financial obligations, in particular the payment of premiums, return of funds withheld and payment of claims, of SCOR's cedents, retrocessionaires, insurers, or members of pools in which it participates could negatively affect its business, present and future revenues, net income, cash flows, financial position, and potentially, its share price. The specific risk linked to the default of the retrocessionaires is provided in Section 4.1.14 –SCOR is exposed to losses due to counterparty default risks or credit risks – B. Receivables from retrocessionaires.
Reinsurance is a highly competitive sector. As is the case for all other reinsurers, SCOR's position in the reinsurance market is based on several factors, such as its financial strength as perceived by the rating agencies, its underwriting expertise, reputation and experience in the lines written, the countries in which it operates, the premiums charged, as well as the quality of the proposed reinsurance structures, the services offered among others in terms of claims payment. The Group competes for business in the European, American, Asian and other international markets with numerous international and domestic reinsurance companies, some of which have a larger market share than SCOR, greater financial resources, state backing, and, in certain cases, higher ratings from the rating agencies.
Therefore, SCOR remains exposed to the risk of losing its competitive advantage. In particular, when available reinsurance capacity, via traditional reinsurers or capital markets, is greater than the demand from ceding companies, its competitors, in particular those benefiting from higher ratings than the ones of SCOR, may be better positioned to enter new contracts and gain market shares at SCOR's expense.
Furthermore, the Group's reputation is sensitive to reinsurance sector information and can be affected by adverse events concerning competitors. For example competitors' bad results could have a significant impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
Insurance industry participants may seek to consolidate through mergers and acquisitions. These consolidated entities may use their enhanced market power and broader capital base to negotiate price reductions for SCOR's products and services, and reduce their use of reinsurance, and as such, the Group may experience price declines and possibly write less business.
Reinsurance industry consolidation could happen as well, with SCOR's competitors undertaking mergers or acquisitions. Such external growth activity of SCOR's competitors could potentially enhance these players' competitive position, e.g. in terms of being able to offer greater capacity or broader product offerings, which could permit them to gain market shares at SCOR's expense.
The occurrence of any of the foregoing could have a material and adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
Financial ratings are very important to all reinsurance companies, including SCOR, as ceding companies wish to reinsure their risks with companies having a satisfactory financial position. The Group's Life reinsurance activities and the Business Solutions (large corporate accounts underwritten essentially on a facultative basis and occasionally as direct insurance) business area in Non-Life reinsurance are particularly sensitive to the way its existing and prospective clients perceive its financial strength notably through its ratings. This is also true for the reinsurance treaties business in Non-Life in the US and UK markets. Some of the reinsurance treaties, including the treaties that were entered into with AEGON companies in the course of the acquisition of the mortality reinsurance business of Transamerica Re (see Section 5.1.5 – Important events in the development of the issuer's business for details on this acquisition), contain termination rights for the cedents triggered by a rating downgrade of the Group. Refer to Section 4.1.10 – A significant portion of SCOR's contracts contains provisions relating to financial strength which could have an adverse effect on its portfolio of contracts and its financial position.
In addition, if SCOR's rating deteriorates, certain stand-by letter of credit facilities would require a higher level of collateralization, which would increase their cost. The timing of any review of the Group's financial ratings by the rating agencies is also very important to its business since the Non-Life contracts and treaties are renewed at various set times throughout the year.
Regarding the subordinated notes issued by SCOR, an equity credit has been assigned to certain notes in line with S&P current methodology. A change in this methodology could lead to (i) a disqualification for equity credit of the notes and (ii) force SCOR to exercise the option that is offered in such case to redeem the notes. More information about subordinated debt is included in Section 20.1.6 - Notes to the consolidated financial statements, Note 14 - Financial Debt.
Some of SCOR's cedents' credit models or reinsurance guidelines depend on their reinsurers' financial rating or face regulatory capital requirements. If SCOR's rating deteriorates, cedents could be forced to increase their capital charge in respect of their counterparty risk on SCOR. This could lead to a loss of competitive advantage for SCOR.
The result of all the above-mentioned items is that a rating downgrade could have a material adverse effect on the Group's business, present and future revenues, net income, cash flows, financial position, and potentially, its share price.
4.1.10 A SIGNIFICANT PORTION OF SCOR'S CONTRACTS CONTAIN PROVISIONS RELATING TO FINANCIAL STRENGTH WHICH COULD HAVE AN ADVERSE EFFECT ON ITS PORTFOLIO OF CONTRACTS AND ITS FINANCIAL POSITION
Many of SCOR's reinsurance treaties, notably in the US and in Asia, and also increasingly in Europe, contain clauses concerning the financial strength of the Company and/or its operating subsidiaries having the contracts and benefiting from the Group rating, and provide for the possibility of early termination for its cedents if the rating of such subsidiaries is downgraded, or when its net financial position falls below a certain threshold, or if it carries out a reduction in share capital. Accordingly, such events could allow some of SCOR's cedents to terminate their contract commitments, which could have a material adverse effect on its revenues, net income, cash flow, financial position, and potentially, on its share price.
In the same way, many of the Group's reinsurance treaties contain a requirement for it to put in place letters of credit ("LOC") provisions, if the financial strength rating of the Company and/or its subsidiaries holding the contracts and benefiting from by the Group rating deteriorates, the cedent has the right to draw down on a LOC issued by a bank in SCOR's name.
Banks providing such facilities usually ask SCOR to post collateral. Its value retained by the bank, which can be different from the market value since it includes haircuts, is at maximum equal to the amount of the LOC facility. In the case of a LOC being drawn by a cedent, the bank has the right to request a cash payment from this collateral, up to the amount drawn by the cedent. It enforces this right by drawing on the collateral the Group posted to such bank.
In the case of a large number of LOCs being drawn simultaneously, SCOR could encounter difficulties in providing the total amount of required cash or fungible assets, i.e. exposing it to a liquidity risk.
Moreover, some of SCOR's facilities contain conditions about its financial situation which, if not met, constitute a default and might result in the suspension of the use of current credit facilities and/or a prohibition on obtaining new lines of credit or result in the need to negotiate new LOC facilities under adverse conditions, which could have an adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
For more details about the Group's lines of credit, refer to Section 10 - Capital resources.
4.1.11 OPERATIONAL RISKS, INCLUDING HUMAN ERRORS OR CYBER RISKS, ARE INHERENT TO SCOR'S BUSINESS
Operational risks are inherent to all businesses including SCOR's. Their causes are multiple and include, but are not limited to, poor management, employee fraud or errors, external fraud, failure to document a transaction as required, failure to obtain required internal authorizations, non-compliance with regulatory or contractual obligations, cyber-attacks, malfunctioning information technology (IT) system or flaws, poor commercial performance or external events.
Cyber-attacks against companies have increased considerably in the recent years due to an increasing dependency upon IT systems, and the interconnectivity between the systems within the companies and their customers and suppliers. In the past, the reinsurance industry was rarely impacted by the attacks, but it now represents a potential target and reinsurance IT systems are subject to targeted and non-targeted attacks.
Cyber-attacks are very diverse in their sophistication and execution. They include: identity theft, fraud, extortion, malware, pharming, smurfing, phishing, spamming, spoofing, spyware, Trojans horses and viruses, stolen hardware such as laptops or mobile devices, denial-of-service attacks, breach of access, password sniffing, system infiltration, website defacement, exploitation of private and public web browsers, abuse of instant messaging, intellectual property (IP) theft or unauthorized access.
The main targeted elements are system functions, data and cash management. The interruption of IT systems could damage commercial activities including underwriting, pricing, reserving, premium and claims payment, commercial support, and financial asset management. Depending on the type of attack, the data could be stolen, deleted or corrupted, or made public in contradiction with SCOR's regulatory or contractual obligations. Any of these could generate a reputational risk, give rise to a breach of SCOR's legal responsibility, and may result in regulatory sanctions depending on the level of sensitivity of the data or system that is successfully attacked.
The impact for the group depends on the type of attack, the time interval to detect it and its size compared to the Group and the market. In case of a successful cyber-attack, this could have a material and adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
The failure to attract or retain the necessary personnel could have a material adverse effect on SCOR's results and/or financial condition. As a global financial services organization with a multi-centric management structure, the Group relies, to a considerable extent, on the quality of local management in the regions and countries in which it operates. The success of its operations is dependent, among other things, on its ability to attract and retain highly qualified professional people on a global scale. Competition for such key people in most countries in which it operates is intense. SCOR's ability to attract and retain key people, and in particular directors, experienced managers and investment managers, fund managers, underwriters and actuaries, is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent. If SCOR is unable to attract or retain key personnel, this could have a material and adverse effect on its financial condition, results of operations and business.
SCOR's modeling, underwriting, price calculation and information technology and application systems are critical to the operation of its businesses. Moreover, its proprietary technology and applications are an important part of the Group's underwriting and claims management processes and are a contributing factor to its competitiveness. It is, therefore, exposed to malfunctioning, or errors and omissions in feeding the systems, a major breakdown in its IT systems, outages, disruptions due to viruses, attacks by hackers and theft of data. SCOR is also exposed to risks relating to the integration of the underlying data of newly acquired companies into its operating and financial accounting IT systems.
A major defect or failure in SCOR's internal controls or IT and application systems could result in a loss of efficiency of its teams, harm to its reputation, increase in the risk of external fraud, or increased expense or financial loss.
The Group also uses certain licensed systems and data from third parties. It cannot be certain that its technology or applications owned or licensed will continue to operate as intended, or that they will continue to be compatible with each other, or that it will have access in the future to these or comparable licensors or service providers.
Some of SCOR's processes are partly or completely outsourced. Outsourcing can increase operational risk which could cause a significant impact on its results and/or reputation.
SCOR, as every company, must comply with laws and regulations. Furthermore, as an international group, it must take into account national and international laws and regulations. The level of legal or regulatory requirements depends on the country and the legal structure of the entity etc.
For direct business, SCOR is subject to the laws, regulations and tax rules governing direct insurance which can create specific compliance risks (i.e. different from those relating to reinsurance business). The risk is that it might not respect the level of required compliance appropriate to each location and legal structure. Any violation of such laws and regulations could expose SCOR to legal risks or class actions. Its reputation could be affected.
In its activities, Life and P&C, the Group receives confidential data from the cedents (e.g. industrial or commercial data), in particular through its subsidiaries (Telemed, etc.). Necessary to its activities, as to its cedents' and partners, this data may be protected either legally or contractually. SCOR is exposed to the risk that this data is copied by a non-authorized or rogue third party. This could have an impact on SCOR's reputation.
SCOR is also exposed to risks related to communication from its directors and staff on media and social networks (e.g. identity theft, sensitivity of information communicated on social networks, etc.).
An operational risk failure, in particular the failure of internal control procedures, could have an adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Appendix B – II. Internal control and risk management procedures, C. Principal activities and participants of risk control for information on risk mitigation actions.
Risk management requires, among other things, policies and procedures to be rolled out across the Group in order to monitor and manage the risks related to SCOR's main operations and transactions. However, SCOR's risk management policies and procedures may not be sufficient. Many of its methods for managing risk and exposures are based upon the use of observed historical market behavior, of statistics based on historical models, or the use of expert judgment. As a result, these methods may not fully predict future exposures, which can be significantly greater than the historical measures indicate, particularly in unusual markets and environments. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that is publicly available or otherwise accessible to SCOR. This information may not always be accurate, complete, up-to-date or properly evaluated. Furthermore, the Group cannot exclude the possibility of exceeding SCOR's risk tolerance limits due to an incorrect estimation of its risks and exposures. If its policies and procedures prove to be insufficient, this could have an adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Appendix B – II. Internal control and risk management procedures, C. Principal activities and participants of risk control for information on risk mitigation actions.
In recent years, SCOR has completed a number of acquisitions around the world. The Group may make further acquisitions in the future. Growth by acquisition involves risks that could adversely affect its operating results, including the substantial amount of management time that may be diverted from operations to pursue and complete acquisitions. Acquisitions could also result in additional indebtedness, costs, contingent liabilities, and impairment and amortization expenses related to goodwill and other intangible assets, all of which could materially adversely affect SCOR's businesses, financial condition and results of operations. Future acquisitions may have a dilutive effect on the ownership and voting percentages of existing shareholders. The Group may also finance future acquisitions with debt issuances or by entering into credit facilities, each of which could adversely affect its business, present and future revenues, net income, cash flows, financial position, and potentially, its share price.
In addition, acquisitions may expose SCOR to operational challenges and various risks, including:
A failure to successfully manage the operational challenges and risks associated with or resulting from acquisitions could adversely affect its business, present and future revenues, net income, cash flows, financial position, and potentially, its share price.
The businesses SCOR has recently acquired are described in Section 5 – 5.1.5 Important events in the development of the issuer's business.
Specific risks relating to the acquired businesses are as follows:
The success of SCOR's business combinations will be assessed with regards to the success of the integration into the Group. However, integrations may take longer or may be more difficult than expected. The success of integrations will depend, notably, on the ability to maintain the former client base, to coordinate development efforts effectively, at the operational and commercial levels among others, to streamline and/or integrate the information systems and internal procedures, and on the ability to retain key employees. Difficulties encountered in integrations could entail higher integration costs and/or less significant savings or fewer synergies than expected.
SCOR is also exposed to risks relating to the integration of the underlying data of newly acquired companies into its operating and financial accounting systems.
Since August 2011, the majority of the mortality reinsurance business in the United States of the former Transamerica Reinsurance Co. ("Transamerica Re") flows into SCOR via retrocession from AEGON companies. As long as not all underlying reinsurance agreements between cedents and AEGON companies have been novated, an AEGON insolvency might lead to premiums from clients no longer being passed on to SCOR, and thus potentially impair the value of business acquired ("VOBA") and have a material adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
Due notably to the size and complexities of acquisitions and despite pre-acquisition due diligence work carried out (SCOR not having always been granted complete access to exhaustive data at the time of the acquisition) and the integration work performed to date, there is a risk that not all financial elements may have been fully and/or correctly evaluated or unknown or unexpected financial risks emerge, which may have significant consequences on the initially estimated impact of the relevant acquisition on the combined Group.
SCOR could have to assume the burden of the litigation matters of acquired companies related to years preceding the acquisition or relating to those acquisitions. The costs of these litigation matters could have an adverse effect on its future operating income and an unfavorable outcome to one or more of these litigation matters could have a material adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price. For further details, refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 27 – Litigation and Section 4.4.9 – SCOR is exposed to certain litigation matters.
SCOR remains committed to exploring acquisition opportunities which may present themselves and which would be likely to deliver value for shareholders, and will rely on the consistent application of its strategic plans.
4.1.14 SCOR IS EXPOSED TO LOSSES DUE TO COUNTERPARTY DEFAULT RISKS OR CREDIT RISKS
SCOR is mainly exposed to the following credit risks:
Credit risks on fixed and variable income securities cover two areas at risk.
Firstly, a deterioration in the financial situation of an issuer (sovereign, public or private) may result in an increase in the relative cost of refinancing and a reduction in the liquidity of the securities issued leading to a reduction in the value of such securities. Secondly, the borrower's financial situation can cause it to become insolvent and lead to the partial or total loss of coupons and of the principal invested.
This risk applies also to loan transactions performed by the Group. The borrowers' solvency deterioration may lead to a diminution of the value of the loans, and possibly a partial or total loss of the coupons and the nominal invested by SCOR.
The risk of losing all or part of the value of bonds or loans the Group owns could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
SCOR transfers part of its risks to retrocessionaires via retrocession programs. The retrocessionaires then assume, in exchange for the payment of premiums by SCOR, the losses related to claims covered by the retrocession contracts. In the event of default of a retrocessionaire, SCOR would lose the coverage provided by its retrocessionaire whereas it would retain its liability to the cedent for the payment of all claims covered under the reinsurance contract.
Moreover, the Group is exposed to a credit risk in the event of a payment default by the retrocessionaires of the balance of the profit and loss retrocession account due in respect of its cession.
The risk of non-performance of retrocessionaire undertakings is set out in Section 4.1.6 – SCOR may be adversely affected by its cedents, retrocessionaires, insurers or members of pools in which it participates do not respect their obligations.
The retrocessionaires' part in the reserves split by retrocessionaires' financial rating is included in Section 20.1.6 – Notes to the consolidated financial statements, Note 16 – Net Contract Liabilities.
In spite of the measures to control, diversify and reduce the risk of defaults of its retrocessionaires, the occurrence of one or more of such defaults could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
There are three aspects of credit risk related to contracts with cedents.
Firstly, SCOR may be exposed to credit risk in relation to amounts deposited with ceding companies in respect of reserves which cover its current and future liabilities. Depositing these amounts does not a priori discharge the Group of its liability towards cedents in case it is not able to recover these amounts in the event of default of cedents.
Secondly, SCOR is exposed to a credit risk in the event of a payment default by the cedents of the balance of the profit and loss reinsurance account due under its acceptance of a portion of their risks.
Thirdly, SCOR is exposed to a credit risk in the event of a payment default by the cedents of the premiums due under its acceptance of a portion of their risks. In cases where such an event does not lead to termination of the reinsurance contract, any offset between contractual obligations between the two parties is dependent on court decisions, and it is possible that the Group will remain liable for paying claims without being able to offset the unpaid premiums.
Thus, the inability of its cedents to fulfill their financial obligations could affect SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, its share price.
SCOR is exposed to a credit risk in the event of a payment default by a debtor not linked to the Group by a reinsurance or retrocession treaty. This can be, for instance, advances to providers, social security contribution collection agencies or states, or loans to employees, etc.
The risk of losing all or part of receivables the Group owns could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
SCOR is exposed to the risk of losing all or part of any cash deposited with a retail bank in the event such a bank is no longer able, due to insolvency, to honor its commitments (e.g., following liquidation).
The current main risk for the Group is the significant concentration of deposits in a small number of banks. This risk is a direct result of the selection of the most stable banks.
The inability of one or several banks to return its deposits to SCOR could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
As part of the management of its investment portfolio, SCOR deposits the securities it owns with a number of approved custodians. In the case of default of a custodian, depending on the local regulation applicable to the custodian, all or part of these securities could become blocked.
The risk of losing all or part of securities the Group owns could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
SCOR is exposed to credit risk through its Credit & Surety portfolio. By reinsuring the liabilities of its clients, which are insurers providing surety bonds and/or credit insurance policies, the Group must indemnify its ceding companies, for the portion that it reinsures, in the event of the default of companies on which its ceding companies are exposed.
This business is situated in many countries, and across a diverse range of risks, cedents and activity sectors.
Multiple defaults of companies (or in the event of the default of a major company) on which the ceding companies are exposed could have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
Credit risk on future profits from Life reinsurance policies arises from two risk factors.
Firstly, the payment of future profits expected under Life reinsurance contracts requires that the cedent is solvent: for this reason, SCOR risks a reduction in the value of its portfolio of Life contracts in the event of a deterioration in the financial strength of the cedent. In such a case, it is possible that the value of business acquired ("VOBA") and deferred acquisition costs ("DAC") may need to be written down and its shareholders' equity would be reduced accordingly.
In particular this affects the US book of business acquired in the course of the Transamerica Re acquisition. The majority of these reinsurance contracts flow to SCOR via retrocession from AEGON companies. An AEGON insolvency might lead to premiums from clients no longer being passed on to SCOR, and thus potentially impair the VOBA.
Secondly, a reduction in the value of future profits could arise from a material unexpected lapsation of policies following a deterioration of the cedent's financial rating or standing or an event which has a negative effect on the cedent's reputation.
The Group therefore has exposure to credit risk linked to the financial situation and the reputation of its cedents, which could have an adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
For further details on the impact of the assessment of intangible assets upon SCOR's results, see Section 4.2.5 – The valuation of SCOR's intangible assets and deferred tax assets may significantly affect its shareholders' equity and the price of its securities and Section 20.1.6 – Notes to the consolidated financial statements, Note 4 – Intangible Assets.
SCOR participates, for certain risk categories that are material (particularly terrorist risks), in various groups of insurers and reinsurers ("pools") aimed at pooling the relevant risks among the members of each group. In the event of a total or partial default by one of the members of a group, it could be required to assume, in the event of joint liability of the members, all or part of the liabilities of the defaulting member. In such a case, this could adversely impact its business, present and future revenues, net income, cash flows, financial position, and potentially, its share price.
For further details, refer to Section 4.1.3 – SCOR could be subject to losses as a result of its exposure to terrorism.
The aforementioned risks could accumulate in either a single counterparty, in the same sector of activity or the same country.
See Section 20.1.6 – Notes to the consolidated financial statements, Note 26, Insurance and financial risk – Credit risk for information on risk mitigation actions.
Some capacities SCOR offers are not achievable solely with its current available capital. These capacities (mainly catastrophic and large industrial risks) rely on retrocession whereby it purchases, mainly on a one-year basis, additional resources that allow the Group to provide capacity to its clients. SCOR tries to reduce its dependence vis-à-vis the traditional reinsurance market by entering into alternative risk transfer solutions (e.g. the multi-year securitization of catastrophic and pandemic risk in the form of Insurance-Linked Securities ("ILS"), mortality swaps and the issuance of contingent capital facilities). For more information on SCOR's securitization of catastrophic risk and issuance of contingent capital facilities, see Section 6.1.4 Capital shield policy. Nevertheless, SCOR is exposed to the risk that it may not be able to retrocede liabilities on economically viable terms and conditions.
The Group's liabilities are exposed to an increase in the rate of general inflation (prices and salaries) which would require an increase in the value of Non-Life reserves, in particular in respect of long-tail business, e.g., general liability (medical among others) and motor bodily injury claims. In addition, SCOR is exposed to claims inflation over and above general inflation and in particular to the inflation of court awards in respect of general liability and bodily injury claims.
SCOR's assets are exposed to increased inflation or inflationary expectations, which would be accompanied by a rise in the yield curve with a consequent reduction in the market value of the fixed income portfolios. A further impact of increased inflation could be on the solvency of bond issuers; a widening of credit spreads would lead to a loss of value for the issuers' bonds. Finally, depending on the macroeconomic environment, an increase in inflation could also reduce the value of its equities portfolio. Any negative fluctuations in equity values would lead to a similar decrease in the shareholders' equity.
In conclusion, high inflation could have a material adverse effect on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Section 20.1.6 – Notes to the consolidated financial statements, Note 26, Insurance and financial risk – Market risk for information on risk mitigation actions.
The Group's liabilities could be exposed to a protracted period of deflation which could exert a negative pressure on reinsurance prices and decrease the value of new premiums.
A protracted period of deflation would induce a decrease of interest rates all along the yield curve and may therefore negatively impact the returns on SCOR's fixed income assets. In addition, the value of SCOR's equity portfolio might be reduced as deflation could reduce the future cash flows of the companies whose stocks are part of the Group's portfolio.
In conclusion, a protracted episode of deflation could have a material adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Section 20.1.6 – Notes to the consolidated financial statements, Note 26, Insurance and financial risk – Market risk for information on risk mitigation actions.
4.2.1 SCOR FACES RISKS RELATED TO ITS FIXED INCOME INVESTMENT PORTFOLIO
Interest rate fluctuations have direct consequences on the market value of SCOR's fixed income investments and therefore on the level of unrealized capital gains or losses of the fixed-income securities held in its portfolio. The return on the securities held also depends on changes in interest rates. Interest rates are very sensitive to a number of external factors, including monetary and budgetary policies, the national and international economic and political environment, and the risk aversion of economic agents.
During periods of declining interest rates, income from investments is likely to fall due to investment of net cash flows at rates lower than those of the existing portfolio (dilutive effect of new investments). During such periods, there is therefore a risk that SCOR's return on equity objectives are not met. In addition, in these periods of declining interest rates, fixedincome securities are more likely to be redeemed early in cases where bond issuers benefit from an early redemption option and can borrow at lower interest rates. Consequently the probability of needing to reinvest the proceeds at lower interest rates is increased.
On the other hand, an increase in interest rates and/or fluctuations in the capital markets could lead to a fall in the market value of fixed income securities that SCOR holds. In the case of a need for cash, SCOR may be obliged to sell fixed income securities, possibly resulting in capital losses to the Group.
The Group analyzes the impact of a major change in interest rates on each of its investment portfolios and at the global level. Here, it identifies the unrealized capital loss that would result from a rise in interest rates. The instantaneous unrealized capital loss is measured for a uniform increase of 100 basis points in rates or in the event of a distortion of the structure of the yield curve. Portfolio sensitivity analysis to interest rate changes is an important risk measurement and management tool which may lead to decisions for reallocation or hedging.
However, there can be no assurance that its risk management measures and sensitivity analysis will be sufficient to protect the Group against all the risks related to variations in interest rates.
For information on the maturities of financial assets and liabilities, related interest rates and sensitivities to interest rate fluctuations as well as the allocation of the fixed income securities portfolio by rating of the issuer, see Section 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risk.
Credit spread variations have a direct impact on the market value of the fixed-income securities, and as a consequence, on the unrealized capital gains or losses of the fixed-income securities held in portfolio.
Credit spreads vary notably due to changes in the counterparty risk of an issuer and in the liquidity of the securities. Some securities' valuations, like corporate bonds or structured products, rely on assumptions and estimations which can fluctuate from one period to another due to market conditions.
See Section 4.1.14 – SCOR is exposed to losses due to counterparty default risks or credit risks – A. Bond and Loan portfolios.
See Section 20.1.6 – Notes to the consolidated financial statements, Note 26, Insurance and financial risk – Market risk for information on risk mitigation actions.
SCOR is also exposed to equity price risk. A widespread and sustained decline in the equity markets could result in an impairment of its equity portfolio. Such an impairment could affect its net income.
The Group's exposure to the equity market results from direct purchases or investments in convex equity strategies such as convertible bonds or mean variance strategies, and through certain (re)insurance products including GMDB business. See Section 4.1.4 – SCOR could be subject to increased reserves from business that it does not actively underwrite.
Equity prices are likely to be affected by risks which affect the market as a whole (uncertainty on economic conditions in general, such as anticipated changes in growth inflation, fluctuations of interest rates, sovereign risk, etc.) and/or by risks which influence a single asset or a small number of assets (specific or idiosyncratic risk).
The impact of a uniform drop of 10% in equity markets is included in Section 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risk.
SCOR is, therefore, exposed to a risk of capital losses on its equity exposures - if it were to occur - which could adversely impact its business, present and future revenues, net income, cash flows, financial position, and potentially, its share price.
See Section 20.1.6 – Notes to the consolidated financial statements, Note 26, Insurance and financial risk – Market risk for information on risk mitigation actions.
4.2.3 SCOR IS EXPOSED TO OTHER RISKS ARISING FROM THE INVESTMENTS IT OWNS
Some financial instruments do not have a sufficient and recurrent number of transactions to allow valuation with reference to a market price and therefore need to be valued using appropriate models. There is a risk that the price provided by the model is noticeably different from the price which would be observed in the event of rapid disposal of the financial instrument, which could have an adverse effect on SCOR's financial position. This risk is higher for non-listed assets, structured products (e.g. asset backed securities, collateralized debt obligations ("CDO"), collateralized loan obligations ("CLO"), collateralized mortgage obligations ("CMO"), commercial mortgage backed securities ("CMBS"), residential mortgage backed securities, structured notes, etc.) for the loans and for the alternative investment portfolio (e.g. hedge funds, infrastructure, commodities, private equity, etc.).
For further details on valuation, refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 6 – Insurance Business Investments. See also Section 4.2.5 – The valuation of SCOR's intangible assets and deferred tax assets may significantly affect its shareholders' equity and the price of its securities.
The financial markets context remains uncertain and exposes SCOR to significant financial risks linked to changes in macroeconomic variables, inflation, interest rates and sovereign debts, credit spreads, equity markets, commodities, exchange rates and real estate securities but also to changes in the models used by the rating agencies. Due to the current economic and financial environment, the Group may also be faced with the deterioration of the financial strength or rating of some issuers.
The rental income of the property portfolio is exposed to the variation of the indices on which the rents are indexed (for instance in France, the Construction Cost Index) as well as risks related to the rental market (changes in supply and demand, changes in vacancy rates, impact on market rental values or rent renewals) and the default of lessees.
The value of property assets, owned directly or through funds, is exposed to changes both in rental revenues and in the investment market itself (changes in interest rates, liquidity) but potentially also to the risk of regulatory obsolescence of properties (regulatory developments related to the accessibility of buildings for people with disability, on the reduction of energy consumption and the production of carbon dioxide, etc.) which would lead to losses of value in the event of a sale of the assets or to additional expenditure to restore the value of the property.
"Side pockets" or "gates"
SCOR holds shares of private equity or hedge funds or funds of funds in its alternative assets portfolio. Some of these funds have the possibility to temporarily restrict the liquidity of these shares pursuant to restrictions that are commonly referred to as "side pockets" or "gates." The Group does not hold a material portfolio of such assets.
Investments in loans
SCOR invests in corporate loans, real estate loans and infrastructure loans. These are medium to long-term investments. Some investments may not allow for a change in strategy to adapt to the environment, before their final maturity.
The occurrence of one or more of the above risks could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Section 20.1.6 – Notes to the consolidated financial statements, Note 26, Insurance and financial risk – Market risk for information on risk mitigation actions.
SCOR holds in its investment portfolio some securities related to insurance risks (e.g. Insurance Linked Securities ("ILS")). These securities can be indexed bonds ("CAT bonds"), Over-The-Counter ("OTC") i.e. Insurance Loss Warranty ("ILW") or collateralized reinsurance. Such securities could be impacted by the occurrence of insurance risks (e.g. natural catastrophe, mortality etc.) that could significantly result in changes in value, or even possibly the full loss of the invested amount. These risks could also have a significant impact on the liquidity of these securities.
4.2.4 SCOR IS EXPOSED TO FOREIGN CURRENCY EXCHANGE RATE FLUCTUATIONS
Currency risk is the risk that the fair value or future cash flows of a financial instrument or balance sheet amount will fluctuate because of changes in foreign exchange rates.
The following types of foreign exchange risk have been identified by SCOR:
Fluctuations in exchange rates can have consequences on SCOR's reported net income because of the conversion results of transactions expressed in foreign currencies, the settlement of balances denominated in foreign currencies and the lack of perfect matching between monetary assets and liabilities in foreign currencies.
SCOR publishes its consolidated financial statements in Euros, but a significant part of its income and expenses, as well as its assets and liabilities, are denominated in currencies other than the Euro. Consequently, fluctuations in the exchange rates used to convert these currencies into Euros may have a significant impact on its reported net income and net equity from year to year.
SCOR's main non-French legal entities are located in Ireland, Switzerland, the Americas, the UK and Asia/Pacific. The shareholders' equity of these entities is denominated mainly in Euros, US dollars, British pounds, Canadian dollars or Australian dollars.
As a result, changes in the exchange rates used to convert foreign currencies into Euros, particularly the fluctuation of the US dollar against the Euro, have had and may have in the future, an adverse effect on the Group's consolidated shareholders' equity. SCOR does not fully hedge its exposure to this risk. The impact of the fluctuation in the exchange rates used to translate foreign currencies into Euros on its consolidated shareholders' equity is described in Section 20.1.5 – Consolidated Statements of Changes in Shareholders' Equity.
SCOR has issued debt instruments in currencies other than the Euro, currently US dollars and Swiss Francs, and to the extent that these are not used as a hedge against foreign currency investments, it is similarly exposed to fluctuations in exchange rates.
Forward sales and purchases of currencies are included in Section 20.1.6 – Notes to the consolidated financial statements, Note 8 – Derivative Instruments.
Some events, such as catastrophes, can have an impact on the matching of assets and liabilities in a currency, which can generate a temporary unmatched position which is not covered by currency contracts or hedges.
For the consolidated net position of assets and liabilities by currency, and for an analysis of sensitivity to exchange rates, refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risk.
In spite of the measures to control and reduce SCOR's exposure to fluctuations of exchange rates of major currencies, such fluctuation could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
4.2.5 THE VALUATION OF SCOR'S INTANGIBLE ASSETS AND DEFERRED TAX ASSETS MAY SIGNIFICANTLY AFFECT ITS SHAREHOLDERS' EQUITY AND THE PRICE OF ITS SECURITIES
A significant portion of SCOR's assets consists of intangible assets, the value of which depends on its expected future profitability and cash flow. The valuation of intangible assets also assumes that the Group is making subjective and complex judgments concerning items that are uncertain by nature. If a change were to occur in the assumptions underlying the valuation of its intangible assets (including goodwill, VOBA and DAC), SCOR would have to reduce their value, in whole or in part, thereby reducing shareholders' equity and its results.
The recognition of deferred tax assets, i.e., the likelihood of recognizing sufficient profits in the future to offset losses, depends on applicable tax laws and accounting methods as well as the performance of each entity concerned. The occurrence of events, such as changes in tax legislation or accounting methods, operational earnings lower than currently projected or losses continuing over a longer period than originally planned could lead to the derecognition of part or all of the deferred tax assets.
Acquisition costs, including commissions and underwriting costs, as well as the VOBA for Life reinsurance, and the contractual rights with clients are recognized as assets subject to the profitability of the contracts. They are amortized on the basis of the residual term of the contracts in Non-Life, and on the basis of the pattern of recognition of future margins for Life contracts. As a result, the assumptions considered concerning the recoverable nature of the deferred acquisition costs are affected by factors such as operating results and market conditions. If the assumptions for recoverability of DAC or VOBA are no longer appropriate, it would be necessary to accelerate amortization.
Details of intangible assets, related impairment testing policy and recent acquisitions is included in Section 20.1.6 – Notes to the consolidated financial statements, Note 1 – Accounting Principles and Methods; Note 3 – Acquisitions and Disposals; Note 4 – Intangible Assets; and Note 19 – Income Tax.
Considering the above, SCOR is exposed to the risks related to the assessment of impairment of intangible assets and derecognition of deferred tax assets, given that such assessments are notably based on assumptions and subjective opinions. Those assessments, if they were to be revised, could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
The Group undertakes specific reviews of its liquidity risk and considers it is able to face forthcoming settlement dates. Forthcoming settlement dates are estimated based on reasonable hypotheses and are composed of the following: incurred and future claims, re-insurance commissions, profit sharing granted to cedents, payments to suppliers, operating expenses, and other settlements, for which related amounts are not material for the analysis of the liquidity risk.
4.3.1 SCOR FACES LIQUIDITY REQUIREMENTS IN THE SHORT TO MEDIUM TERM IN ORDER TO COVER, FOR EXAMPLE, CLAIMS PAYMENTS, OPERATIONAL EXPENSES AND DEBT REDEMPTIONS. IN THE CASE OF CATASTROPHE CLAIMS, IN PARTICULAR, IT MAY NEED TO SETTLE IN A REDUCED TIMEFRAME AMOUNTS WHICH EXCEED THE AMOUNT OF AVAILABLE LIQUIDITY
SCOR needs liquidity to pay claims, its operating expenses, interest on its debt and declared dividends on its share capital, and replace certain maturing liabilities. Without sufficient liquidity, the Group may be forced to curtail its operations, and business will suffer. The principal internal sources of the Group's liquidity are reinsurance premiums, cash flows from its investment portfolio and other assets, consisting mainly of cash or assets that are readily convertible into cash.
Liquidity risk is increased in situations of market disruption as SCOR may need to sell a significant portion of its assets quickly and at unfavorable terms.
Information on the Group's liquid assets is included in Section 20.1.6 – Notes to consolidated financial statements, Note 6 – Insurance Business Investments.
Some facilities SCOR uses to grant letters of credit to cedents require 100% collateral in case of non-compliance with financial covenants or in case of a decrease in the Group's financial strength rating. Significant changes in the Group's solvency or rating could force it to collateralize these facilities at 100%, which would thus result in a deterioration of its liquidity level.
Information on SCOR's letter of credit facilities is included in Section 20.1.6 - Notes to consolidated financial statements, Note 25 – Commitments Received and Granted.
Considering the above, SCOR is exposed to risks of short-term or medium-term payouts, and it cannot be guaranteed that it will not be exposed to such risks in the future, which could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
Additional information on the timing of repayments is included in Section 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risk.
4.3.2 ADVERSE CAPITAL AND CREDIT MARKET CONDITIONS MAY SIGNIFICANTLY AFFECT SCOR'S ABILITY TO ACCESS CAPITAL AND/OR LIQUIDITY OR INCREASE THE COST OF CAPITAL
The capital and credit markets have been experiencing extreme volatility and disruption. In some cases, the markets have exerted downward pressure on availability of liquidity and credit capacity for certain issuers.
External sources of liquidity in normal markets include a variety of short- and long-term instruments, including repurchase agreements, commercial paper, medium- and long-term debt, junior subordinated debt securities, capital securities and stockholders' equity.
In the event current internal and/or external resources do not satisfy its liquidity needs, SCOR may have to seek additional financing. The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the volume of trading activities, the overall availability of credit to the financial services industry, its credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of its long- or short-term financial prospects if the Group incurs large investment losses or if the level of its business activity decreases due to a market downturn. Similarly, access to funds may be impaired if regulatory authorities or rating agencies take negative actions against SCOR. Internal sources of liquidity may prove to be insufficient, and in such case, SCOR may not be able to successfully obtain additional financing on favorable terms, or at all.
Disruptions, uncertainty or volatility in the capital and credit markets may also limit the Group's access to capital required to operate its business, most significantly its insurance operations. Such market conditions may limit its ability to:
As such, SCOR may be forced to delay raising capital, issue shorter term securities than it prefers, or bear an unattractive cost of capital which could decrease its profitability and significantly reduce its financial flexibility.
The disruption of financial markets could affect SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, its share price.
4.4.1 SCOR IS EXPOSED TO RISKS RELATED TO LEGISLATIVE AND REGULATORY CHANGES AND POLITICAL, LEGISLATIVE, REGULATORY OR PROFESSIONAL INITIATIVES CONCERNING THE INSURANCE AND REINSURANCE SECTOR, WHICH COULD HAVE ADVERSE CONSEQUENCES FOR ITS BUSINESS AND ITS SECTOR
The operations of the Group and its subsidiaries are subject to regulatory requirements within the jurisdictions where they operate. Such regulations not only prescribe the approval and monitoring of activities, but also impose certain restrictive provisions (e.g., statutory capital adequacy) to meet unforeseen liabilities as these arise, in order to minimize the risk of default and insolvency, and make some operations from the Group and its subsidiaries subject to prior approval from the supervisory authorities. The Group is exposed to the risk of non-approval or rejection, by supervisory authorities, of the corresponding operations (including in particular the approval of the Group Internal Model and some intra-group operations).
As at this date, SCOR is subject to comprehensive and detailed regulations and to the supervision of the insurance and reinsurance regulatory authorities in all countries in which it operates. Changes in existing laws and regulations may affect the way in which it conduct its business and the products it may offer or the amount of reserves to be posted, including on claims already declared. Insurance and reinsurance supervisory authorities have broad administrative power over many aspects of the reinsurance industry and SCOR cannot predict the timing or form of any future regulatory initiatives.
Furthermore, these authorities could make the protection of policyholders and policy beneficiaries prevail over shareholders or creditors of a reinsurer. The diversity of the regulations to which the Group is subject has been substantially reduced by the implementation into French law of Directive n. 2005/68/EC (the "2005 Directive") dated 16 November 2005, by ordinance n. 2008-556 of 13 June 2008 and application decrees n. 2008-711 of 17 July 2008 and n. 2008-1154 of 7 November 2008, as well as a regulation (arrêté) of 7 November 2008. The 2005 Directive prescribes the application of a "single passport" and confers the supervision of EU reinsurance companies upon the supervisory authorities of the company home office. This should simplify and clarify the supervisory conditions applicable to the Group, in the EU at least. Moreover the 2005 Directive, implemented into national law, establishes regulations relating to reserves and to the Life and Non-Life solvency margins applicable to the Group as at 2008 in France and in all European countries. The 2005 Directive defines minimal conditions common to all Member States of the European Union, and gives national legislators the option to set more stringent requirements. The national provisions adopted for the implementation of this Directive and their interpretations, as well as other legislative or regulatory changes, increase the harmonization of regulations governing reinsurers with the regulations governing insurers. These new regulations may increase solvency margin obligations, thereby restricting SCOR's underwriting capacity.
The reinsurance sector has been exposed in the past – and may be in the future – to involvement in legal proceedings, regulatory inquiries and actions by various administrative and regulatory authorities, as well as to regulation concerning certain practices used in the insurance sector. This involvement notably concerned agreements over the payment of "contingency commissions" by insurance companies to their agents or brokers and the consequences of such payments on competition between insurance operators, as well as the accounting of various alternative risk transfer products.
In addition to this, the public authorities in the US and the rest of the world are closely examining the potential risks presented by the reinsurance sector as a whole, as well as their consequences on commercial and financial systems in general.
Adverse changes in laws or regulations or an adverse outcome of these proceedings could have adverse effects on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
There are no governmental, judicial or arbitration proceedings, including any proceedings SCOR would be aware of, pending or which SCOR could be threatened with, likely to have or having significant impact on SCOR's financial situation or profitability over the last 12 months.
See Appendix B – II. Internal control and risk management procedures, C. Principal activities and participants of risk control for information on risk mitigation actions.
The Group must comply with all applicable economic sanctions, anti-bribery as well as anti-terrorism laws and regulations applicable to its operations, including those of the United Nations, the European Union and the United States.
United States laws and regulations, when applicable to the Group, include the economic trade sanctions laws and regulations administered by the United States Department of the Treasury's Office of Foreign Assets Control (OFAC) as well as certain laws administered by the United States Department of State. Over recent years, the number of sanctions programs, their scope and complexity have increased substantially. Such sanctions programs may also be subject to frequent updates at irregular intervals. In addition, the Group may be subject to the Foreign Corrupt Practices Act (FCPA) and other anti-bribery laws such as the UK Bribery Act that generally bar corrupt payments or unreasonable gifts to foreign governments or officials.
Although the Group has policies, controls and training in place that are designed to ensure compliance with these aforementioned laws and regulations, it is possible that an employee or service provider could fail to comply with applicable laws and regulations. In such event, the Group could be exposed to civil penalties, criminal penalties and other sanctions, including fines or other punitive actions. In addition, such violations could damage the Group's business and/or reputation, and could have a material adverse impact on SCOR's present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
The "Solvency II" European Directive, no. 2009/138/EC of 25 November 2009, published in the Official Journal of the European Union on 17 December 2009, related to the solvency standards applicable to insurers and reinsurers ("Solvency II Directive"), lays down, at the level of individual companies and at the level of groups, the minimum amounts of financial resources that insurers and reinsurers operating in the European Economic Area will be required to have in order to cover the risks to which they are exposed and the principles that should guide insurers' and reinsurers' overall risk management and reporting.
The new regime represents a significant change in the basis for regulating insurance and reinsurance business in Europe. SCOR has to review its regulatory capital structures and implement the systems, processes and cultural changes necessary to meet the new requirements.
Although it is difficult to quantify the impact and the scope of these requirements, it is very likely that risk management and control measures will be reinforced for reinsurers in the near future, which may in turn result in an increase in regulatory capital requirements (or a reduction in the underwriting capacity) and increase their operating costs. This could have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
The official date of entry into force of the Solvency II Directive is 1 January 2016. Detailed legal requirements that are necessary to make the Solvency II regime effective remain to be definitely adopted, at both European and national level. These will be finalized in the course of 2015 in Level 2 delegated acts and technical standards. EU Member States shall ensure the full transposition of the Solvency II Directive on 31 March 2015. SCOR intends to use its internal model for the purpose of calculating its regulatory capital requirements. This use is subject to supervisory authorities approval in 2015. Delays in the application of Solvency II may increase the costs of implementation. Inversely, a fast implementation of certain aspects of the new regime could also take place, with the risk of increased cost for SCOR. This could have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Appendix B – II. Internal control and risk management procedures, C. Principal activities and participants of risk control for information on risk mitigation actions.
In November 2014, the Financial Stability Board ("FSB") confirmed the designation of nine direct insurers as systemic ("G-SIIs") according to their interconnectedness and their exposures to activities considered as non-traditional or noninsurance. The FSB stated its intention to consider the designation of systemic reinsurers as well, according to the same methodology designed for insurers. There is a risk that SCOR will receive such a designation. The impact of receiving such a designation is as yet unclear, notably as corresponding regulatory measures are not fully defined yet. There is a risk of higher capital charges and greater regulatory burdens such as the establishment of resolution plans. On the other hand, there is a possibility that G-SIIs could benefit from a market perception of an implicit state guarantee. Were SCOR's competitors to receive such a designation and SCOR were not, there could be a risk of SCOR's market perception weakening relative to these peers.
In the meantime, the International Association of Insurance Supervisors ("IAIS") has been developing a framework for global capital standards to be imposed on G-SIIs and, more generally, internationally active insurance groups ("IAIGs"). In a first step, a Basic Capital Requirement will be applied to G-SIIs in 2015. Higher loss absorbency ("HLA") capital addons will then be applied to G-SIIs in 2019. At the same time, it is the IAIS's intention to develop Insurance Capital Standards ("ICSs") to be applied to all IAIGs from 2019. There is a risk that SCOR will be designated a G-SII, and SCOR expects to be included amongst IAIGs. HLA and ICS rules are less well developed and there is a risk that these rules could have an impact on capital management aspects.
4.4.5 INCONSISTENT APPLICATION OF EU DIRECTIVES BY REGULATORS IN DIFFERENT EU MEMBER STATES MAY PLACE SCOR'S BUSINESS AT A COMPETITIVE DISADVANTAGE
Insurance regulation in France is largely based on the requirements of EU Directives. Inconsistent application of directives by regulators in different EU Member States may place SCOR's business at a competitive disadvantage to other European financial services groups. In addition, changes in the local regulatory regimes of designated territories could affect the calculation of its solvency position and have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Appendix B – II. Internal control and risk management procedures, C. Principal activities and participants of risk control for information on risk mitigation actions.
On 21 July 2010, the Dodd-Frank Act was enacted and signed into law. The Dodd-Frank Act effects changes to financial services regulation in the US. The Dodd-Frank Act establishes the Financial Services Oversight Council ("FSOC"), which is authorized to recommend that certain systemically significant non-bank financial companies, including insurance companies, be regulated by the Board of Governors of the Federal Reserve. The Dodd-Frank Act also establishes a Federal Insurance Office ("FIO") within the Department of Treasury. While not having a general supervisory or regulatory authority over the business of insurance the director of this office will perform various functions with respect to insurance, including serving as a non-voting member of the FSOC and making recommendations to the Council regarding insurers to be designated for more stringent regulation. The Dodd-Frank Act also authorizes the federal preemption of certain state insurance laws in limited instances, including assisting the Treasury Department in negotiating covered agreements. The FSOC and FIO are authorized to study, monitor and report to Congress on the US insurance industry and the significance of global reinsurance to the US insurance market, which could result in additional legislative or regulatory action.
The requirements of the regulations ultimately adopted under the Dodd-Frank Act, the effect such regulations will have on the US insurance market and the additional costs of compliance with such regulations is not clear. However, SCOR's business could be materially and possibly adversely affected by changes to the US system of insurance regulation or its designation or the designation of insurers or reinsurers with which it does business as systemically significant non-bank financial companies. This could have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Appendix B – II. Internal control and risk management procedures, C. Principal activities and participants of risk control for information on risk mitigation actions.
Unanticipated developments in accounting practices may require SCOR to incur considerable additional expenses to comply with such developments, particularly if it is required to prepare information relating to prior periods for comparative purposes or to apply the new requirements retroactively. The impact of potential changes in accounting practices cannot be predicted but may affect the calculation of net income, net equity and other relevant financial statement line items and the timing of when impairments and other charges are tested or taken. In particular, recent guidance and ongoing projects put in place by standard setters globally have indicated a possible move away from the current insurance accounting models toward more "current fulfillment value" based models which could introduce significant volatility in the earnings of insurance industry participants. This could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Appendix B – II. Internal control and risk management procedures, C. Principal activities and participants of risk control for further information on risk mitigation actions.
SCOR's regulated legal entities must satisfy local regulatory capital requirements and must have sufficient liquidity to pay claims and expenses. In certain circumstances, it may be difficult, due to local regulatory constraints, to transfer capital or liquidity from one legal entity to another, and in particular from one subsidiary or a branch to another, or to the parent legal entity. This may have negative consequences for the legal entity concerned and could have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
In addition, there are currently regulatory developments and discussion for global standards ongoing which may impact SCOR in the future.
See Appendix B – II. Internal control and risk management procedures, C. Principal activities and participants of risk control for information on risk mitigation actions.
SCOR may be involved in legal and arbitration proceedings. For information on this issue, refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 27 - Litigation.
An unfavorable outcome in one or more of these court or arbitration proceedings could have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Appendix B – II. Internal control and risk management procedures, C. Principal activities and participants of risk control for information on risk mitigation actions.
SCOR operates in numerous tax jurisdictions around the world. Tax risk is the risk associated with changes in tax law or in the interpretation of tax law. This risk is increased by the instability of the regulatory tax environment in some countries in which SCOR operates, including topics such as deferred tax assets (DTA) recovery or derecognition. Additionally, tax laws and regulations may change with retroactive impact. Tax risk also includes the risk of changes in tax rates and the risk of failure to comply with procedures required by tax authorities. Failure to manage tax risks could lead to an additional tax charge. It could also lead to a financial penalty for failure to comply with required tax procedures or other aspects of tax law. If, as a result of a particular tax risk materializing, the tax costs associated with particular transactions are higher than anticipated, it could affect the profitability of those transactions.
There are also specific rules governing the taxation of policyholders. SCOR will be unable to accurately predict the impact of future changes in tax law on the taxation of life insurance in the hands of policyholders. Amendments to existing legislation (particularly if there is the withdrawal of any tax relief or an increase in tax rates) or the introduction of new rules may affect the future long-term business and the decisions of policyholders. The impact of such changes upon the Group might depend on the mix of business in force at the time of such change and could have a material adverse effect on its business, results of operations and/or financial condition.
The design of Life insurance products by SCOR's Life insurance companies takes into account a number of factors, including risks, benefits, charges, expenses, investment returns (including bonuses) and taxation. The design of longterm insurance products is based on the tax legislation in force at that time. Changes in tax legislation or in the interpretation of tax legislation may therefore, when applied to such products, have a material adverse effect on the financial condition of the relevant long-term business fund of the entity in which the business was written and have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
See Appendix B – II. Internal control and risk management procedures, C. Principal activities and participants of risk control for information on risk mitigation actions.
The price at which SCOR's Ordinary Shares will trade may be influenced by a large number of factors, some of which will be specific to the Group and its operations and some of which will be related to the insurance and reinsurance industry and equity markets generally. As a result of these factors, investors may not be able to resell their Ordinary Shares at or above the prices which they paid for them. In particular, the following factors, in addition to other risk factors described in this section, may have a significant impact on the market price of Ordinary Shares:
SCOR is exposed to specific operational risks. See Section 4.1.11 – Operational risks, including human errors or cyber risks, are inherent to SCOR's business, some of which are transferred in whole or in part to direct insurers as follows:
The properties and other assets of SCOR and its subsidiaries are covered locally through property and fire damage as well as IT risk policies.
(1) Generally speaking, the insurance covers mentioned in this section illustrate the Group policy of transferring some of its own risks. However, these insurance covers remain subject to the provisions of corresponding contracts, specifically those regarding possible sub-limits of cover, particular deductibles, geographic scope of cover and/or particular exclusions.
Liability risks are mostly covered at Group level and include civil liability risks related to the operation of the company caused by employees and real estate, professional liability risks and civil liability risks of directors and officers.
Nevertheless, these insurance covers could prove to be insufficient. In case of a loss, the insurance companies could also possibly contest their liability towards SCOR. This could have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
Refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 1 – Accounting principles and methods.
| 5.1 | History and development of the issuer 45 | |||
|---|---|---|---|---|
| ----- | -- | ------------------------------------------ | -- | -- |
5.2 Investments 51
5.1.1 LEGAL NAME AND COMMERCIAL NAME OF THE ISSUER
Commercial name: SCOR
5.1.2 PLACE AND REGISTRATION NUMBER OF THE ISSUER
R.C.S. number: Paris 562 033 357
A.P.E. Code: 6520Z
5.1.3 DATE OF INCORPORATION AND LENGTH OF LIFE OF THE ISSUER
The Company was incorporated on 16 August 1855, as a limited partnership company, under the name Compagnie Impériale des Voitures de Paris. The Company then took the form of a limited liability company and changed its name to SCOR S.A. on 16 October 1989. Consecutively, in 1990, SCOR SA absorbed the Société Commerciale de Réassurance created in 1970 and carried on the reinsurance business of the latter. On 13 May 1996, SCOR SA changed its name to SCOR. On 25 June 2007, SCOR changed its company form to a European Company (Societas Europaea) and became SCOR SE.
On 25 April 2013, the Company's length of life was extended for 99 years by decision of the Extraordinary General Meeting.
The Company expires on 25 April 2112 unless otherwise extended or previously dissolved.
5.1.4 DOMICILE AND LEGAL FORM OF THE ISSUER, LEGISLATION GOVERNING ITS ACTIVITIES, COUNTRY OF INCORPORATION, ADDRESS AND TELEPHONE NUMBER OF ITS REGISTERED OFFICE
5.1.4.1 Registered office and contact information of issuer
SCOR SE 5, avenue Kléber 75116 PARIS France Tel.: +33 (0) 1 58 44 70 00 Fax: +33 (0) 1 58 44 85 00 www.scor.com E-mail: [email protected]
5.1.4.2 Legal form and applicable legislation
SCOR SE is a European Company (Societas Europaea) governed by the provisions of Council Regulation (EC) No. 2157/2001, dated 8 October 2001 on the Statute for a European Company (the "SE Regulation"), and that of the European Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European Company with regard to the involvement of employees, and by the provisions of French law relating to European Companies, as well as for all other matters partially covered or not covered by the SE Regulation, by the French corporate law provisions applicable to a société anonyme, where not contrary to the specific provisions applicable to European Companies.
On 24 May 2007, the annual General Shareholders' Meeting approved the conversion of the Company into a European Company or Societas Europaea, pursuant to Articles 1 §1, 2 §4 and 37 of the SE Regulation, and Article L. 225-245-1 of the Commercial Code, thereby becoming, on 25 June 2007, the first French listed company to adopt the Societas Europaea statute.
Following approval of this conversion, SCOR SE is registered with the Nanterre Trade and Companies Register under the corporate name SCOR SE and has taken the form of a European company as at the date of such registration. The Company was relocated in Paris further to a decision of the Board dated 7 March 2012, ratified by the Extraordinary General Meeting held on 3 May 2012 and thus registered with the Paris Trade and Companies Register from this date.
The conversion did not result in either the dissolution of SCOR SE or the creation of a new legal entity.
The conversion had no impact upon the rights of the Company's shareholders or bondholders who automatically became shareholders and bondholders of SCOR SE without any action being required on their part. They remain shareholders and bondholders in proportion to their rights acquired prior to the completion of the conversion. Thus, the financial liability of each shareholder of SCOR SE is limited to the amount of his subscription prior to the conversion. The proportion of the voting rights held by each shareholder in the Company has not been affected by the conversion into a European Company.
The conversion in itself did not have any impact on the value of the SCOR SE shares. The number of shares issued by the Company was not changed as a result of the conversion and the shares of the Company, remain listed on the Eurolist market of Euronext Paris. As at the date of this Registration Document, the SCOR SE shares are also listed on the SIX Swiss Exchange (formerly SWX Swiss Exchange) in Zurich since 8 August 2007. The Company's American Depositary Shares which had been listed on the New York Stock Exchange since 11 October 1996 were delisted on 14 June 2007 and the Company's securities were deregistered with the Securities and Exchange Commission (SEC) on 4 September 2007.
Following the reorganization of Euronext indices on 3 January 2005, the Ordinary Shares are now included notably in the following indices: SBF 80, SBF 120, CAC All-Shares, CAC LARGE 60, CAC Next 20, CAC Financials, CAC All Tradable and EURONEXT 100. The SBF 120 and 250 consist of the 120 most actively traded French stocks and the 250 largest stocks by capitalization. The SBF 80 is made up of the SBF120 stocks not included in the CAC 40 index, which are the most traded on the continuous segments. EURONEXT 100 index comprises the 100 largest and most liquid stocks traded on Euronext. The CAC All-shares index is composed of all the stocks listed on Euronext Paris for which annual velocity ratio exceeds 5% of their shares. The CAC Next 20 index includes the most representatives stocks in terms of free float adjusted capitalization and turnover not included in the CAC 40 index. The CAC Large 60 index is composed of the constituents of the CAC 40 and CAC Next 20 indices. The CAC All Tradable index includes all the stocks of the Euronext Paris market with an annual free float velocity over 20%.
SCOR SE has been included in the "EuroStoxx Select Dividend 30" index of the 30 most attractive European companies in terms of dividends since 12 March 2010.
Since 14 September 2012, SCOR SE is included in the ASPI (Advanced Sustainable Performance Indices) Eurozone® index.
The Group is subject to the following regulations in the main countries in which it operates:
Specific provisions apply to the reinsurance activity of SCOR. Under the Reinsurance Directive 2005/68/EC dated 16 November 2005, implemented into French law by ordinance n. 2008-556 of 13 June 2008 and application decrees n. 2008-711 of 17 July 2008, and n. 2008-1154 of 7 November 2008, as well as regulation (arrêté) of 7 November 2008, reinsurance companies and their subsidiaries situated in a country within the European Economic Area ("EEA"), are subject to state control, under the conditions defined by Book III of the French Insurance Code. The Reinsurance Directive also states rules for the offsetting of underwriting reserves by assets and the rules of acceptability of assets.
The main provisions are:
In the UK, SCOR UK Company Limited is regulated by the Prudential Regulation Authority while subsidiaries in Ireland are regulated by the Central Bank of Ireland. In Sweden, the Group transformed its Swedish subsidiary into a branch which, since 2013, is no longer regulated by the Swedish FSA.
In Switzerland (which is neither a member of the EU nor of the EEA), the Group subsidiary that conducts reinsurance activities there is subject to the federal law dated 1 January 2006 as amended "Insurance Supervision Act" and the federal law dated 22 June 2007 on Financial Market Supervision (FINMA), as amended, governing the oversight of insurance companies, which also governs reinsurance companies and stipulates that an insurance company must have sufficient assets, free of any predictable commitment, for all its activities (solvency margin).
In the United States, the Group's reinsurance and insurance subsidiaries are regulated primarily by the insurance regulators in the state in which they are domiciled, but they are also subject to regulations in each state in which they are authorized or licensed. SCOR Reinsurance Company, the Group's main Non-Life subsidiary in the United States, is domiciled in the State of New York and SCOR Global Life Americas Reinsurance Company and SCOR Global Life USA Reinsurance Company, the Group's main Life insurance subsidiaries in the United States, are domiciled respectively in North Carolina and in Delaware. The Group's other subsidiaries in the United States are currently domiciled in Arizona New York and Delaware.
SCOR offers Life and Property and Casualty coverage within the Asia Pacific region through a network of subsidiaries, branches, and service companies. It operates in Singapore, Hong Kong and Australia through subsidiaries. The Group also operates in Australia, China, India, New Zealand, Malaysia, Taiwan, Japan and Korea through branches, representative offices or service companies. In the region, each entity is subject to local supervision regardless of their legal form. The Asia/Pacific region is made up of a number of widely differing and independent markets. Each has its own regulatory structures and SCOR complies with the local regulation in each of the countries in which it operates. Industry regulation across the region typically focuses on financial stability and the basis for calculating solvency, reserves and policyholder liabilities. In many of the markets across the region, regulators have the power to revoke operating licenses, regulate shareholder structures and the participation in and the payment of dividends. Markets within the region are developing quickly with an increasing focus on governance and conduct of business.
SCOR was established as a reinsurance company in 1970, at the initiative of the French government and with the participation of the Paris insurance market place, to create a reinsurance company of international stature under the name of Société Commerciale de Réassurance. SCOR rapidly developed in various world markets, building up a substantial international portfolio.
At the beginning of the 1980s, the French government's stake in its share capital, held through the Caisse Centrale de Réassurance, was progressively reduced in favor of insurance companies that were active on the French market. (For more details, refer to Section 5.1.3 – Date of incorporation and length of life of the issuer).
In 1989, the Group and UAP Reassurances, a subsidiary of the state-owned Société Centrale de l'Union des Assurances de Paris, combined their Property and Casualty and Life reinsurance businesses as part of a restructuring of SCOR share capital. The Company listed its Ordinary Shares on the Paris stock exchange after completion of a reverse merger with Compagnie Générale des Voitures, listed on the Paris Stock Exchange and changed its name to SCOR S.A. on 16 October 1989 and to SCOR on 13 May 1996. The withdrawal of Compagnie UAP, which held 41% of the share capital, was completed in October 1996 via an international public offering at the time of SCOR listing on the New York Stock Exchange.
In July 1996, SCOR acquired the reinsurance portfolio of the American insurer Allstate Insurance Company, which doubled its then existing US business.
In 2000, SCOR acquired Partner Re Life, a US life reinsurer, thus gaining a platform from which to expand its then existing life reinsurance business in the US market.
In 2002, SCOR's subsidiary, Investors Insurance Corporation, or "IIC", signed a cooperation agreement in the life reinsurance business with the Legacy Marketing Group of California for the distribution and management of annuity products in the US. IIC was sold in July 2011.
In 2003, the Group reorganized its Life reinsurance business. The companies of the Group transferred to SCOR Vie and its subsidiaries all of the Group's Life reinsurance business throughout the world. SCOR Vie, whose corporate name was changed to SCOR Global Life in 2006, and which became a European Company (Societas Europaea) in 2007, along with its subsidiaries, are all directly or indirectly wholly owned by its parent company, SCOR SE.
On 16 May 2006, SCOR transferred all of its Non-Life reinsurance business in Europe, including Property & Casualty Treaties (including Credit & Surety business). Large Corporate Accounts and Construction reinsurance to Société Putéolienne de Participations, a French subsidiary wholly owned by SCOR, whose corporate name was changed to SCOR Global P&C, effective retroactively to 1 January 2006. In 2007, SCOR Global P&C adopted the European Company (Societas Europaea) statute via a merger by absorption of SCOR Deutschland Rückversicherungs AG and SCOR Italia Riassicurazioni SpA.
On 21 November 2006, SCOR completed the acquisition of Revios Rueckversicherung AG ("Revios"), which secured its position as a top worldwide Life reinsurer. Based in Cologne (Germany), Revios was the former Life reinsurance unit of Gerling Global Re Group, which developed successfully autonomously from 2002 onward. Revios had since developed into one of the leading European reinsurers specializing in Life reinsurance, with offices in 17 countries. SCOR combined Revios and SCOR Vie to create SCOR Global Life SE. SCOR Global Life SE is now one of its three primary operational entities (along with SCOR Global P&C SE and SCOR Global Investments SE, described below), with responsibility for the Life reinsurance business.
On 10 January 2007, SCOR increased the level of its investment (which stood at 10.2% since 1994) to 39.7% of the share capital and 40.2% of the voting rights of ReMark Group BV ("ReMark") and on 22 August 2007, SCOR Global Life SE announced that it held 98.67% of the share capital of ReMark. Since 2009, SCOR Global Life SE holds 100% of the share capital of ReMark. Established in 1984, ReMark is an important player of the direct global marketing of Life insurance products.
In August 2007, SCOR acquired, Converium (which became SCOR Holding (Switzerland) AG ("SCOR Holding Switzerland")). SCOR also listed its Ordinary Shares to trading in Swiss Francs on the SWX Swiss Exchange (which later became the SIX Swiss Exchange) in Zurich, thereby enabling Converium shareholders who tendered their Converium shares to SCOR (in exchange for SCOR's Ordinary Shares) in the context of the acquisition to keep their assets in the same currency and on the same stock exchange.
Following the acquisition of Converium's control, SCOR became the world's fifth-largest global multi-line reinsurer (excluding Lloyd's of London), based on the 2009 pro forma gross written premiums of SCOR's operating entities according to "Standard & Poor's Global Reinsurance Highlights 2010".
Following its integration of Revios and Converium, SCOR restructured its operations around six regional management platforms, or "Hubs." Each of the Hubs has local, regional and Group responsibilities, with the heads of each Hub reporting to the Group Chief Operating Officer. Each Hub includes the following functions: a Legal and Compliance Officer, a Head of Information Systems, a Head of Finance, a Head of Human Resources and a Risk Manager.
The Hubs were progressively implemented:
For more information on the Hub structure, see "Section 7.1.1.5 - The "Hub" Structure.
On 7 January 2008, SCOR Holding (Switzerland), the former Converium, delisted its American Depositary Shares from the NYSE. SCOR Holding (Switzerland) then requested the deregistration of its securities with the SEC. The deregistration of the securities of SCOR Holding (Switzerland) took place on 4 September 2008. Moreover, at the request of SCOR Holding (Switzerland), the SWX Swiss Exchange (which later became the SIX Swiss Exchange), by order dated 14 November 2007, delisted SCOR Holding (Switzerland)'s shares as from 30 May 2008.
On 10 April 2008, SCOR announced that it has been admitted as a Property and Casualty reinsurer in Brazil. In addition, SCOR completed the formalities for SCOR Global Life US Re Insurance Company to operate as an admitted Life reinsurer in Brazil.
On 21 April 2008, SCOR incorporated its first South-African subsidiary, SCOR Africa Ltd, located in Pretoria, to develop its Life and Non-Life reinsurance business.
On 31 July 2008, SCOR SE entered into an agreement with the Malakoff Médéric Group, the leading group in the French social protection market (providing supplementary retirement, health insurance and contingency plans), in order to acquire 100% of the share capital and voting rights of Prévoyance et Réassurance and its Life and Health reinsurance subsidiary Prévoyance Ré. This acquisition was completed on 24 October 2008, and gave rise to the contribution by SCOR SE to the Malakoff Médéric Group of 3,459,075 of its treasury Ordinary Shares. In addition, Malakoff Médéric Group, in accordance with its commitment, acquired on the market, as from November 2008, an additional number of SCOR SE shares enabling it to hold 3% of the share capital and voting rights of SCOR SE. Malakoff Médéric Group was later appointed as a director on the Board of Directors of the Company. Through this acquisition, SCOR increased its leading role in the French Life and Health reinsurance market and the social protection reinsurance market.
On 29 October 2008, SCOR announced its decision to create SCOR Global Investments SE, its asset management company (société de gestion de portefeuille) and third operational entity within the Group along with SCOR Global P&C SE and SCOR Global Life SE. This new company, incorporated on 2 February 2009, carries the asset management of SCOR's investment portfolio and implements the investment strategy as determined by the Group's Investment Committee chaired by the Group Chairman and Chief Executive Officer. SCOR Global Investments SE was approved by the French market regulator (Autorité des marchés financiers or "AMF") as a portfolio management company with effect from 15 May 2009. As a regulated asset management company, SCOR Global Investments SE carries out its activities on an arms-length basis and with the operational independence required under Article L. 214-9 of the French monetary and financial code.
On 27 November 2008, SCOR announced its decision to establish a fully-fledged composite subsidiary to continue to develop its Life and Non-Life activities in Russia. SCOR Perestrakhovaniye has been incorporated in December 2008 in Moscow and obtained its license to operate in 2009.
On 18 July 2009, SCOR Global Life US Reinsurance Company, a wholly-owned subsidiary of the Group, reached a definitive agreement to acquire XL Re Life America Inc., a subsidiary of XL Capital Ltd, for an amount of EUR 31 million. The acquisition closed on 4 December 2009. The acquisition helped SCOR Global Life SE strengthen its services in the mortality protection field and reinforce its position in the US Life reinsurance market.
On 18 November 2009, SCOR Global Life launched SCOR Telemed to prove clients with value-added services in the field of tele-underwriting.
On 1 November 2010, Lloyd's Market Franchise Board gave its "in principle" approval to the creation of Channel Syndicate 2015. SCOR is the sole capital provider for Channel Syndicate, which in 2011 had an initial annual stamp capacity of GBP 75 million. Underwriting by the Channel Syndicate began on 5 January 2011. The portfolio of Channel Syndicate focuses on direct insurance business in markets, including property, marine, accident and health, financial institutions and professional civil liability.
On 21 December 2010, the Mexican Ministry of Finance granted SCOR Global Life SE a license to set up a representative office in Mexico, under the name of SCOR Global Life SE Oficina de Representación en Mexico. This office supports the activity of SCOR Global Life SE on the Mexican, Central American and Caribbean markets. Effective opening of these offices occurred in January 2011.
On 20 January 2011, SCOR successfully placed on the Swiss franc market perpetual subordinated notes with a first call date in August 2016, for an aggregate total amount of CHF 400 million.
On 11 May 2011, SCOR successfully placed CHF 225 million additional perpetual subordinated notes on the Swiss franc market. These notes are interchangeable with those of the placement announced on 20 January 2011, and the conditions are similar to those of this placement.
On 18 May 2011, SCOR Global Life opened a subsidiary in Sydney (Australia) for the Australian and New Zealand markets, after the Australian Prudential Regulation Authority granted SCOR Global Life Australia Pty Limited the authorization to conduct reinsurance business in the Australian market.
On 8 July 2011, the subsidiary of SCOR SE, SCOR Alternative Investments SA, was registered by the Commission de Surveillance du Secteur Financier ("CSSF") in Luxembourg as a company in charge of the management of the portfolio of assets specialized in the asset class, known as "Insurance-Linked Securities" ("ILS"). SCOR Global Investments SE having then obtained the approval from the CSSF to manage its ILS portfolios, SCOR Alternative Investments SA was sold on 17 April 2014.
On 18 July 2011, SCOR closed the sale of its subsidiary Investors Insurance Corporation ("IIC") to Athene Holding Ltd., as initially announced on 16 February 2011, for USD 57 million. With the sale of IIC, SCOR substantially exited the US fixed annuity business, which was a direct insurance business.
On 25 July 2011, SCOR Global Life, which already held 50% of the capital of SOLAREH SA, acquired the remaining 50% by purchasing shares from Solareh International Inc. As part of the integration of SOLAREH SA into SCOR, the company was renamed REHALTO SA in September 2011.
On 9 August 2011, SCOR finalized the acquisition of the mortality portfolio of Transamerica Re, a part of AEGON N.V. The transaction also includes the acquisition of an Irish legal entity, which underwrites Transamerica Re business. The total consideration for the acquired business amounted to USD 919 million, including a statutory capital of USD 497 million for the Irish entity at the closing date. This acquisition was financed without issuance of new shares. Transamerica Re was the world's 3rd largest Life reinsurer in the US based on the volume of its business in 2009 and the 7th largest reinsurer based on its net earned premium in 2010. SCOR Global Life and Transamerica Re business have been merged into a new entity SCOR Global Life in North America: SCOR Global Life Americas Reinsurance Company ("SCOR Global Life Americas").
On 31 August 2011, SCOR launched Atropos SICAV-SIF ("Atropos"), ILS fund dedicated to insurance risks, which was previously managed by its former subsidiary SCOR Alternative Investments SA and now by SCOR Global investments SE, and domiciled in Luxembourg. This fund enables institutional investors to benefit from extreme natural catastrophe market risks, such as hurricanes, earthquakes and storms. ILS investments are not correlated to the financial markets, offers high historical yields and facilitates real investment portfolio diversification. With USD 100 million in seed capital provided by the Group, Atropos marks the Group's entry into the business of third-party asset management. From the end of 2011, the Group opened to external clients an important number of its funds handled by SCOR Global Investments.
In June 2012, SCOR Global P&C created a branch in Argentina.
On 10 September 2012, SCOR successfully placed on the Swiss franc market perpetual subordinated notes with a first call date in June 2018, for an aggregate total amount of CHF 250 million.
On 24 September 2012, SCOR successfully increased its recently placed perpetual subordinated notes by CHF 65 million to a cumulated issuance of CHF 315 million, following the strong market demand.
With effect on 14 January 2013, the CSSF approved the fund, SCORLUX SICAV-SIF, established by SCOR Global Investments SE in Luxembourg and dedicated to investments in SICAV funds.
On 4 March 2013, with effective date 1 January 2013, SCOR Global Life entered into a VIF (Value of In-Force) monetization transaction with BBVA Seguros, a Spanish leading insurance company, to reinsure a whole block of life risk insurance policies written by BBVA Seguros until 31 December 2012. SCOR Global Life Reinsurance Ireland PLC pays circa EUR 630 million of reinsurance commission to write this business and receives the current reserves of the acquired block at the inception of the treaty.
On 29 May 2013, SCOR acquired a 59.9 % stake in the capital of MRM S.A., a listed real estate company subject to the French REIT régime ("Régime des sociétés d'investissements immobiliers cotées" or "SIIC"), as part of a cash capital increase, after the restructuring of MRM S.A. group's banking and bond debts. This investment amounts to EUR 53.3 million.
On 10 September 2013, SCOR successfully placed on the Swiss franc market perpetual subordinated notes with a first call date on 30 November 2018, for an aggregate total amount of CHF 250 million. The first installment of the early repayment SCOR option is set to occur on 30 November 2018.
On 1 October 2013, SCOR finalized the acquisition of the Generali life reinsurance operations in the US (Generali U.S. Holdings, Inc. "Generali U.S.", after having obtained all the necessary regulatory approvals. Further to this transaction, the main operating company, Generali USA Life Reassurance Company changed its name to SCOR Global Life USA Reinsurance Company.
This acquisition, which was announced on 4 June 2013, amounted to a total consideration of EUR 573 million (USD 774 million) including a 2013 earnings adjustment. The transaction was financed by SCOR without the issuance of new shares. The combination of SCOR Global Life Americas and Generali U.S. creates the market leader in the US Life reinsurance market.
On 4 December 2013, SCOR Global Life SE, a subsidiary of SCOR SE, entered into an innovative longevity transaction with the Netherlands-based insurer Aegon. The transaction covers underlying longevity reserves in the Netherlands of EUR 1.4 billion. It has a maturity of 20 years with a commutation reflecting an estimation of the remaining exposure at year 20. SCOR is taking a leading role with a 50% share in reinsuring the residual trend risk. The effective date of the transaction is retrospectively 1 January 2013.
On 6 March 2014, SCOR Global Life SE entered into a longevity transaction with the UK-based insurer Aviva. The transaction covers pensions in payment of some 19,000 pensioners who are members of the Aviva Staff Pension Scheme. The risk of these members living longer is transferred from Aviva's pension scheme to the reinsurance market. The associated liabilities are approximately GBP 5 billion, which makes this the largest pension scheme longevity swap completed to date globally. SCOR is assuming a meaningful portion of this risk. The effective date of the transaction is 1 January 2014.
On 28 March 2014, SCOR Global Life SE entered into a VIF (Value of In-Force) monetization transaction with Mediterráneo Vida, a Spanish insurance company fully owned by Banco Sabadell. This transaction, effective 1 January 2014, will reinsure a portfolio of life policies, covering mortality and permanent disability risks, written by Mediterráneo Vida up to 31 December 2013.
On 1 April 2014, SCOR announced that it had obtained approval from Lloyd's, the Financial Conduct Authority and the Prudential Regulatory Authority of the UK to launch a Managing Agent at Lloyd's. The new Managing Agency, "The Channel Managing Agency Limited", will act as Managing Agent for SCOR's own Lloyd's syndicate, Channel 2015, with effect from 1 April 2014.
On 23 June 2014, SCOR announced the merger of Hubs existing Cologne and Zurich Hubs, to further strengthen its organizational structure in Europe. The new Hub is effective as of 1 October 2014 and is expected to be fully completed in the first quarter of 2015.
On 1 September 2014, SCOR announced the creation of a local entity in Brazil, SCOR Brasil Resseguros SA (SCOR Brasil Re), following the license to operate as a Local Reinsurer granted by the Brazilian insurance authority SUSEP on 26 August 2014.
On 24 September 2014, SCOR successfully placed perpetual subordinated notes on the Swiss franc market in the amount of CHF 125 million. The net proceeds of the notes issue will be used for general corporate purposes.
On 25 September 2014, SCOR successfully placed perpetual subordinated notes on the Euro market in the amount of EUR 250 million. The net proceeds of the notes issue will be used for general corporate purposes.
5.2.1 PRINCIPAL INVESTMENTS MADE OVER THE PAST THREE FINANCIAL YEARS
Refer to Section 20.1.6 – Notes to the consolidated financial statements - Note 26 - Insurance and financial risk for the detailed ranking by maturity of fixed-term investments in the Group's portfolio as at 31 December 2014.
Refer to Section 4.2.1 – SCOR faces risks related to its fixed income investment portfolio - and 4.2.2 – SCOR faces risks related to its equity based portfolio, for a description of risk management connected with its investments in debt instruments and equity securities - and 4.2.3 - SCOR is exposed to other risks arising from the investments it owns. Refer to section 5.1.5 - Important events in the development of the issuer's business.
Refer to Section 6.1.5 – Investments.
Refer to Section 8 – Property, plant and equipment for a description of our risk management with our investments in real estate.
5.2.2 PRINCIPAL INVESTMENTS IN PROGRESS
None.
5.2.3 PRINCIPAL FUTURE INVESTMENTS
SCOR's success relies on the consistent implementation of the four principles on which its strategic plans, "Dynamic Lift", "Strong Momentum" and now "Optimal Dynamics" are based: a strong franchise, a high diversification, a controlled risk appetite and a robust capital shield. Success in implementing such a strategy requires that, at regular intervals, the Group assesses whether opportunities which may present themselves relating to the optimization of its business portfolio via acquisitions and cessions and which would be likely to deliver value for its shareholders are in line with this consistent set of principles. Thus, the closing of such operations should only occur within this consistent framework, in the best interest of SCOR SE.
| 6.1 | Primary activities | 55 |
|---|---|---|
| 6.2 | Principal markets | 69 |
| 6.3 | Extraordinary events influencing the principal business and markets |
70 |
| 6.4 | Dependency of the issuer with respect to patents or licenses, industrial, commercial or financial contracts and new manufacturing processes |
71 |
| 6.5 | Information on SCOR's competitive position |
71 |
Between 2002 and 2014, SCOR developed and implemented five three-year strategic plans to strengthen its balance sheet and achieve its profitability goals through an underwriting policy focused on profitability, including optimum capital allocation throughout the business cycle, and by maintaining its strong customer base and franchise in its core geographical areas, Europe, North & Latin America, Asia Pacific and focusing on developing countries for the rest of the world. The Group's acquisitions of Revios (in 2006), Converium (in 2007), Transamerica Re (in 2011) and Generali U.S. (in 2013) contributed to the diversification strategy by balancing the proportion of the consolidated premiums written between its Non-Life and Life divisions.
In September 2013, SCOR launched a new three-year strategic plan, "Optimal Dynamics," which followed the previous strategic plan for 2010-2013, "Strong Momentum."
This plan covers the period mid-2013 to mid-2016 and respects the four cornerstones of the Group - strong franchise, high diversification, controlled risk-appetite and robust capital shield. Continuing on from "Back on Track", "Moving Forward", "Dynamic Lift" and "Strong Momentum", "Optimal Dynamics" is the fifth strategic plan drawn up and implemented by the Group under the chairmanship of Denis Kessler. This plan was approved by the Board of Directors during its meeting of 31 July 2013. With it, the three-year strategic plan "Strong Momentum", launched in September 2010 and updated following the acquisition of Transamerica Re in August 2011, has come to a successful conclusion.
The two specific targets of "Optimal Dynamics" are:
During its annual Investors' Day held on the 10th of September 2014 in London, SCOR's Executive Management team, led by Denis Kessler, presented an overview of the successful achievement of the "Optimal Dynamics" strategic plan in its first year and set forth why the company's business model is fit for today's environment.
One year after its launch, SCOR is on track with the execution of its "Optimal Dynamics" strategic plan, combining growth, solvency and profitability.
The Group also affirmed its consistent shareholder remuneration policy.
"Optimal Dynamics" also further refines the Group's risk profile and capital management. Retrocession strategy is optimized, Assets and Liabilities Management (ALM) strategy enhanced and solvency governance strengthened. Moreover, the Group's structurally long liquidity position remains strong thanks to the significant operating cashflow from its business engines.
The plan respects the SCOR's four strategic cornerstones, which are:
SCOR continues to execute its business initiatives as defined in the plan and continues to focus on capital optimization and technical profitability, in order to provide added value to all its stakeholders.
(1) This is the ratio between the available capital and the Solvency Capital Requirement (SCR)
SCOR's risk appetite framework is an integral part of the Group's strategic plan. It is approved by the Board of Directors in connection with the review of new strategic plans, based on recommendations from the Group's Executive Committee and the Risk Committee of the Board of Directors (the "Risk Committee"). The Board of Directors may vary the amount and the composition of risk that the Group is prepared to take.
SCOR's risk appetite framework encompasses four concepts: Risk Appetite, Risk Preferences, Risk Tolerances, and "footprint" scenarios:
Risk appetite defines the quantity of risk that SCOR wishes to accept to achieve a desired level of profitability. This determines where the Group wishes to position itself on the assumed risk-expected return spectrum, between extremely risk averse (low risk-low return) and extreme risk taker (high risk-high return). SCOR uses a target solvency ratio as well as a target expected profitability. These two components provide a comprehensive definition of its risk appetite. The Group actual solvency ratio and the retained profitability profile are regularly reported to the Board of Directors via the Risk Committee.
Risk preferences are qualitative descriptions of the risks which SCOR is willing to accept. The Group aims to cover a wide range of reinsurance risks and geographical areas. On the other hand, it has no desire to take operational, legal, regulatory, tax and reputational risks. This does not mean that the Group is immune to these risks. These risk preferences determine the risks to be included, in the Group's underwriting guidelines.
Risk Tolerances are the limits required by SCOR's stakeholders (e.g., clients, shareholders, regulators etc.). The Board of Directors defines and approves risk tolerance limits for the Group in terms of solvency, by risk driver, and extreme scenario in order to ensure that the Group's risk profile remains aligned with its risk appetite framework. SCOR uses various risk measures to verify that its exposures remain within these limits. These measures can take several forms depending on the technical constraints or the level of information available and are based on either internal model outputs, scenarios or expert opinions.
Footprint scenarios are an innovative and complementary risk management tool. Whereas risk drivers and extreme scenarios are probability-based, the footprint approach consists in carrying out an impact assessment on the Group under a deterministic scenario. This approach is complementary to a probability-based view. Taking into account SCOR's current exposure and all risk mitigation instruments, footprint scenarios provide the impact assessment of past events on the Group's actual solvency ratio, liquidity, and own operations. SCOR regularly produces and evaluates footprint scenarios, providing comfort that the impact of such events on the Group's current solvency would be limited.
Reinsurance is a contract under which a company, the reinsurer, agrees to indemnify an insurance company, the ceding company, against all or part of the primary insurance risks underwritten by the ceding company under one or more insurance contracts. Reinsurance differs from insurance, primarily because of its higher level of mutualization by geography and by line of business.
Reinsurance provides four essential functions:
Reinsurance, however, does not discharge the ceding company from its liability to policyholders. Reinsurers themselves may feel the need to transfer some of the risks underwritten and/or some of the accumulated exposures derived from such risks to other reinsurers (known as retrocessionaires).
In addition, reinsurers may also provide advisory services to ceding companies by:
Reinsurers, including SCOR, are usually compensated for the provision of such advisory services through the cedents' reinsurance premiums, rather than through fee-based compensation.
The two basic types of reinsurance arrangements are treaty and facultative reinsurance.
In treaty reinsurance, the ceding company is contractually bound to cede and the reinsurer is bound to assume a specified, contractually defined portion of a type or category of risks insured by the ceding company. Treaty reinsurers, including SCOR, do not separately evaluate each of the individual risks assumed under their treaties and, consequently, after a review of the ceding company's underwriting practices, such reinsurers are dependent on the original risk underwriting decisions made by the ceding company's primary policy writers.
Such dependence may expose reinsurers in general, including SCOR, to the possibility that the ceding companies have not adequately evaluated the risks to be reinsured and, therefore, that the premiums ceded in connection therewith may not adequately compensate the reinsurer for the risk assumed. The reinsurer's evaluation of the ceding company's risk management and underwriting practices and policies, as well as claims settlement practices and procedures, therefore, will usually impact the pricing of the treaty.
In facultative reinsurance, the ceding company cedes and the reinsurer assumes all or part of the risks covered by a particular specified insurance policy or by insurance policies related to a specific ultimate group insured in the same program. Facultative reinsurance is negotiated separately for each insurance contract that is reinsured. Facultative reinsurance is normally purchased by ceding companies for individual risks not covered by their reinsurance treaties, for amounts in excess of the monetary limits of their reinsurance treaties and for unusual risks. Underwriting expenses and, in particular, personnel costs, are higher relative to premiums written on facultative business because each risk is individually underwritten and administered. The ability to separately evaluate each risk reinsured, however, increases the probability that the underwriter can price the contract more accurately to reflect the risks involved.
Both treaty and facultative reinsurance can be written on (i) a proportional (or quota share) basis and/or (ii) a nonproportional (or excess of loss or stop loss) basis.
With respect to proportional (or quota share) reinsurance, the reinsurer, in return for a predetermined portion or share of the insurance premium charged by the ceding company, indemnifies the ceding company against the same portion of the losses of the ceding company under the covered insurance contract(s). In the case of reinsurance written on a nonproportional, through an excess of loss or a stop loss, basis, the reinsurer indemnifies the ceding company against all or a specified portion of loss sustained, on a claim by claim basis or for amounts incurred, in excess of a specified amount, known as the ceding company's retention or reinsurer's attachment point, and up to a negotiated reinsurance contract limit.
Although the frequency of losses under a quota share reinsurance contract is usually greater than on an excess of loss contract, it is generally simpler to predict the losses on a quota share basis and the terms and conditions of a quota share contract can be structured to limit the indemnity offered under the contract. A quota share reinsurance contract therefore does not necessarily imply that a reinsurance company assumes greater risk exposure than on an excess of loss contract.
Excess of loss reinsurance is often written in layers. One or a group of reinsurers accepts a tranche or layer of risk above the ceding company's retention up to a specified amount, at which point another reinsurer or a group of reinsurers accepts the next layer of liability. Stacking layers protecting the same underlying portfolio are called a program, and after protection from the top layer is exhausted liability reverts to the ceding company. The reinsurer taking on the risk just above the ceding company's retention layer is said to write primary or working layer or low layer excess of loss reinsurance. A loss that reaches just beyond the ceding company's retention will create a loss for the lower layer reinsurer, but not for the reinsurers on the higher layers. Loss activity in lower layer reinsurance tends to be more predictable than that in higher layers due to a greater historical frequency, and therefore, like quota share reinsurance, underwriters and actuaries have more data to price the underlying risks with greater confidence.
Premiums payable by the ceding company to a reinsurer for excess of loss reinsurance are not directly proportional to the premiums that the ceding company receives because the reinsurer does not assume a directly proportionate risk. In contrast, premiums that the ceding company pays to the reinsurer for quota share reinsurance are proportional to the premiums that the ceding company receives, consistent with the proportional sharing of risk. In addition, in quota share reinsurance, the reinsurer generally pays the ceding company a ceding commission. The ceding commission is usually based on the ceding company's cost of acquiring the business being reinsured, including commissions, premium taxes, assessments and miscellaneous administrative expense, and also may include a profit factor in turn for producing the business.
The Group is organized into two operating divisions and one corporate cost center referred to as "Group Functions". The operating divisions are: the SCOR Global P&C division, with responsibility for the property and casualty insurance and reinsurance (also referred to in this Registration Document as "Non-Life" or the "Non-Life division"); and the SCOR Global Life division, with responsibility for the life reinsurance (also referred to in this Registration Document as "Life" or the "Life division"). These two divisions represent SCOR's two "operating segments" for purposes of IFRS 8 and are presented as "operating segments" in its consolidated financial statements, included in Section 20.1.6. However, in accordance with longstanding management convention, the Group uses the term "divisions" in this Registration Document, rather than "operating segments". Each operating division underwrites different types of risks and offers different products and services, which are marketed via separate channels; responsibilities and reporting within the Group are established on the basis of this structure.
The SCOR Global P&C division operates in four business areas being: Property and Casualty Treaties; Specialty Lines (including Credit & Surety, Inherent Defects Insurance, Aviation, Space, Marine, Engineering, Agriculture and Alternative Solutions); Business Solutions (large corporate accounts underwritten essentially on a facultative reinsurance basis and occasionally as direct insurance for industrial groups and services companies); and Business Ventures and Partnerships.
The SCOR Global Life division underwrites Life reinsurance in the following business areas: Protection (which provides protection for Mortality, Disability, Long-Term Care, Critical Illness, Health and Personal Accident), Financial Solutions (which enables cedents to fund growth, stabilize earnings and optimize solvency) and Longevity (which alleviates the risk of insured clients' living longer).
SCOR writes direct insurance, primarily on a business-to-business basis to cover on P&C certain large industrial risks through the Business Solutions domain of SCOR Global P&C and through the participation in Lloyd's syndicates among which Channel 2015, for which SCOR is the sole capital provider as well as through some participations in Business Ventures and partnerships. For a description of products and services, see Section 6.1.2.1 – Non-Life reinsurance. Before the sale of Investors Insurance Corporation, SCOR Global Life also offered fixed annuity contracts in the US direct insurance markets.
SCOR's cost center is referred to in this Registration Document as "Group Functions". Group Functions is not an operating division and does not generate revenues. The costs in Group Functions are Group related costs that are not directly attributable to either the Non-Life or Life division. Group Functions includes the cost of departments fulfilling duties for the benefit of the whole Group, such as the costs for Group Internal audit, Group Chief Financial Officer functions (Group Tax, Group Accounting, Group Consolidation and Reporting), Group Chief Operations Departments functions (Group Legal, Group Communication, Group Human Resources) and Group Chief Risk Control Officer expenses (Group Actuarial, Group Risk Management, Group Prudential Affairs, Internal Model, Embedded Value).
The Group organizes its operations around five regional management platforms, or "Hubs" located in Paris, Zurich/Cologne and London for Europe, Singapore for Asia and New York / Charlotte / Kansas City for the Americas Hub. Each of the Hubs has local, regional and Group responsibilities, with heads of each Hub reporting to the Group Chief Operations Department. Each Hub includes the following functions: a Legal and Compliance Officer, a Head of Information Systems, a Head of Finance, a Head of Human Resources and a Risk Manager. Hub shared service costs are allocated to the divisions based on allocation keys. For a description of the Hub structure, see Section 7.1.1.5 - The Hub Structure.
SCOR Global P&C and SCOR Global Life, through their respective legal entities, are leading global reinsurers, executing an underwriting policy focused on profitability, developing value-added services and adhering to a cautious financial policy. As at 31 December 2014, the Group serves more than 4000 clients throughout the world. SCOR's strategy of offering both Non-Life and Life products provides it with well-balanced diversification benefits (both in terms of risks and geography and markets), which represent a key cornerstone of its strategy.
SCOR Global P&C carries out its operations through a European Company (Societas Europaea) incorporated in France, SCOR Global P&C SE, which has branches in Spain, Italy, Switzerland, the UK, Germany and Argentina and a network of dedicated subsidiaries, branches and representative offices in the UK, the Americas and Asia/Pacific, as well as composite subsidiaries and branches (which also operate in the Life division) in Russia, South Africa, China, Hong Kong and South Korea. SCOR Global Life also carries out its operations through a European Company (Societas Europaea) incorporated in France, through SCOR Global Life SE, which has branches in Germany, the UK, Italy, Spain, Sweden, Switzerland, Austria, the Netherlands, Canada, Asia and representative offices in the USA, Mexico, Taiwan and Israel, through SCOR Global Life Americas Holding in the US, which has a network of entities in North and South America, through SCOR Global Life Reinsurance Ireland in Ireland, through subsidiaries in Europe, Australia and in North and South America, and through composite subsidiaries and branches (which also operate in the Non-Life division) in Russia, South Africa, China, Hong Kong and South Korea.
SCOR's Non-Life division is divided into four business areas:
SCOR's Property and Casualty Treaties business area underwrites proportional and non-proportional reinsurance treaties.
SCOR's property treaties typically cover damages to the underlying assets (automobile and industrial and commercial lines of business) and direct or contingent business interruption losses caused by fire or other perils, including natural catastrophes.
SCOR's casualty treaties typically cover original risks of general liability, products liability or professional indemnity. Accordingly, they include treaties covering motor liability and general third-party liability. Motor liability reinsurance covers property damage, bodily injuries and other risks arising from the coverage of both drivers and passengers in private vehicles and commercial fleets.
The Group's main Specialty reinsurance activities include Credit & Surety, Inherent Defects, Aviation, Space, Marine, Engineering, Agricultural Risks and Alternative Solutions.
SCOR underwrites these risks through proportional and non-proportional treaties as well as facultative reinsurance.
Under credit insurance, the insurer covers the risk of losses from the non-payment of commercial debts. Surety insurance is a contract under which a guarantor makes a commitment to a beneficiary to perform the obligation to ensure payment by or to pay the debt of the secured debtor. Political risk insurance covers the risk of losses due to measures taken by a government or similar entity which endangers the existence of a sales contract or commitment made by a public or private citizen of the country in which the covered operations are performed.
According to French, Italian and Spanish laws as well as laws in other jurisdictions, or by contractual obligation, inherent defects insurance must be purchased to cover major structural defects and collapse for a certain period, typically ten years after completion of construction.
Aviation insurance covers damages caused to aircraft, injuries to persons transported and to third parties caused by aircraft or air navigation, as well as losses resulting from products manufactured by companies in the aerospace sector.
Insurance for the space sector covers the launch preparation, launch, and the in-orbit life operation of satellites, primarily commercial telecommunication and earth observation satellites.
Insurance for shipping risks includes insurance for hull, cargo and liability for the ships and shipped merchandise as well as shipbuilding insurance. It also includes insurance for offshore oil and gas fixed and mobile units in construction and in operation.
Engineering insurance, which is divided into Construction All Risks and Erection All Risks insurance, includes basic Property and Casualty coverage and may be extended to the financial consequences of a delay in start-up (advanced loss of profits) caused by losses indemnifiable under Property and Casualty coverage.
The Group provides insurance/reinsurance solutions in the field of multiple peril crop, aquaculture, forestry and livestock insurance.
To cope with the broader needs of reinsurance buyers in transferring risk, and to benefit from these changes by broadening its services to clients, the Group has developed within the SCOR Global P&C Division a dedicated competency center that provides insurance and corporate clients with a wider range of hybrid reinsurance solutions for the transformation, financing or transfer of risks. The Group is able to assist clients in their active and effective capital management.
This new business unit, launched in May 2014, combines the division's expertise in terms of Structured Risk Transfer (SRT), Alternative Risk Financing (ARF) and Insurance Linked Securities (ILS).
The Group's activity in the Business Solutions area covers all insurable risks of industrial groups and services companies. These risks are underwritten through facultative insurance and reinsurance contracts by SCOR's specialized teams deployed as an international network around two main business departments: "Natural Resources" and "Industrial & Commercial Risks."
Natural Resources provides coverage to midstream and downstream business (main business sectors being oil and gas, refining, petrochemicals, liquefaction, gasification, power generation and distribution, new energy sources and mining), and to upstream business (oil and gas exploration and production, offshore construction) and shipbuilding industrial groups and oil services companies.
Industrial & Commercial Risks provides coverage to manufacturing and heavy industries (automotive, pulp and paper, aeronautics / defense, high tech) and finance and services (infrastructures, intellectual services, general contractors, distribution and trading).
Business Solutions is aimed at risk managed enterprises and professional buyers seeking global risk financing solutions. The risks shared with the ceding and/or captive companies are high-value industrial or technically complex risks. In property and casualty lines, such as Property Damage & Business Interruption, Construction All Risks, Erection All Risks, Comprehensive General Liability, Product Liability or Professional Indemnity, the risks involve insured amounts which typically are beyond the ceding companies' own means.
SCOR's Business Ventures and Partnerships business area has historically included the provision of capital to third party businesses, including Lloyd's syndicates. SCOR contributes to several Lloyds syndicates with various participations, including Channel 2015, for which SCOR is the sole capital provider.
SCOR entered a joint-venture agreement with GAUM (Global Aerospace Underwriting Managers) and MDU (Medical Defence Union). The latter ended on the 31 March 2013.
The Group also participates in insurance and reinsurance pools, the main of which are: La Réunion Aérienne, La Réunion Spatiale, Assuratome and Assurpol.
SCOR Global Life division underwrites Life reinsurance business in the following business areas (1) :
Protection encompasses traditional Life reinsurance business on living and death benefits. Main risks undertaken are mortality, morbidity and behavioral risks for individuals and groups of individuals. Protection is predominantly
(1) In the context of the Optimal Dynamics strategic plan, SCOR Global Life's products were grouped per business area, rather than the nine lines of business disclosed in the 2012 Registration Document and previous financial reporting
underwritten in the form of proportional treaties (quota share, surplus basis or a combination of both). Quota share treaties include straight structures whereby SCOR Global Life's exposure is identical to those of its clients, and riskbased premium structures whereby treaty conditions differ from those of the underlying policies. A minority of the portfolio is underwritten in form of non-proportional contracts: excess of loss per person, catastrophe excess of loss or stop loss.
The Protection reinsurance market, as well as SCOR Global Life's Protection portfolio, are characterized by the dominance of long-term contractual relationships. SCOR Global Life also writes short-term Protection business, in markets and lines in which this is a common practice.
Protection covers the following products and risks in reinsurance arrangements:
Mortality protection represents more than 60% of the SCOR Global Life portfolio based on gross written premiums as at 31 December 2014. SCOR Global Life actively underwrites mortality risk in all the geographical markets it operates.
In connection with the October 2007 acquisition of Converium, SCOR Global Life inherited certain retrocession liabilities with regard to Guaranteed Minimum Death Benefit "GMDB" rider options attached to variable annuity policies written in the US Business of this type is not within the usual scope of SCOR Global Life's underwriting policy and these treaties are all in run-off.
The reinsurance portfolios acquired in 2013 in the Generali U.S. purchase and in 2011 from Transamerica Re predominantly cover mortality risk.
Disability insurance mitigates the loss of income when the insured is totally or partially unable, by reason of sickness or accident, to follow his or her professional occupation or any occupation for which he or she is suited.
Long-Term Care ("LTC") insurance covers policyholders unable to perform predefined activities of daily living, and as a result, needing constant assistance from another person.
Critical Illness ("CI") insurance pays a lump sum benefit, to be used at discretion, if the insured person suffers from a serious condition and survives a defined period.
Health insurance covers medical and surgical expenses incurred by the insured person.
Personal Accident insurance pays a lump sum benefit if the insured person dies or suffers from a serious injury as a result of an accident.
Financial Solutions typically combine traditional Life reinsurance with financing components providing liquidity, balance sheet and/or income statement improvements to the client. This type of treaty is typically used by cedents to fund growth, stabilize earnings or optimize solvency (capital relief). Financial Solutions cover also traditional biometric risk.
Longevity Solutions refer to products covering the risk of negative deviation from expected results due to the insured or annuitant living longer than assumed in the pricing of insurance covers provided by insurers or pension funds. Longevity Solutions cover traditional biometric risks.
Consistent with the Group's strategy of selective market and business division development, SCOR seeks to maintain a portfolio of business risks that is strategically diversified both geographically and by line and class of business. The Group's insurance risk exposure is also mitigated by diversification across a large portfolio of reinsurance contracts. The volatility of risks is also reduced by careful business selection, implementation of underwriting guidelines, the use of retrocession and other risk transfer arrangements and proactive claims handling as well as underwriting, claims and administration audits at ceding companies.
SCOR's underwriting covers reinsurance in Non-Life and Life and occasionally direct insurance in Non-Life. Such underwriting is conducted through duly authorized subsidiaries and branches of the Group, as well as from "The Channel Managing Agency Limited", which acts as Managing Agent for SCOR's own Lloyd's syndicate, Channel 2015, with effect from 1 April 2014.
Underwriting, actuarial, modeling Cat events, claims, accounting and other support staff are located in the Group's five Hubs as well as in local subsidiaries and branches. However, SCOR's overall exposure and control to particular risks and in particular geographic zones is centrally monitored thanks to a unique integrated Group IT system.
In order to mitigate its property exposure, the Group retrocedes a portion of the risks it underwrites. See Section 6.1.4 Capital shield policy below for a description of the use of retrocession. SCOR's Non-Life retrocession mainly deals with, but is not limited to, natural catastrophes and large corporate risks for which the Group purchases protection beyond certain levels of frequency and/or severity of losses or impact of events. In particular, it has a global retrocession program, which is revised annually, and which provides partial coverage for catastrophic events, on an occurrence or annual aggregate basis. The retrocession program includes both traditional retrocession as well as the use of alternative risk transfer solutions (e.g., the multi-year securitization of catastrophic risk in the form of catastrophe bonds and the issuance of a new side car facility). See Section 6.1.4 Capital shield policy.
SCOR's underwriting guidelines are more restrictive regarding certain areas with difficult or uncertain legal environments.
The Property and Casualty Treaty underwriters manage client relationships and offer reinsurance support after a careful review and assessment of the cedents' underwriting policy, portfolio profile, exposures and management procedures. They are responsible for writing treaty business as well as associated support on small and medium size facultative risks in their respective territories within the limits of their individually delegated underwriting authority and the scope of underwriting guidelines.
The underwriting teams are supported by the SCOR Global P&C Underwriting Management function, located in the Group's Paris Hub and represented in Singapore's and Zurich/Cologne's Hubs. This function provides worldwide treaty and facultative underwriting guidelines, policies regarding the delegation of capacity, underwriting support to specific lines of business or individual risks when required, ceding company portfolio analysis and risk surveys and is responsible for monitoring and referral of non-standard business and for authorizing exceptions to the underwriting guidelines.
The Property and Casualty Treaty and Specialty Lines underwriting teams are also supported by the SCOR Global P&C actuarial pricing function, headed from Zurich. This function is responsible for the pricing methods and tools to be applied by the pricing actuaries, who team up with underwriters and modelers by market or by lines of business.
Most of SCOR's facultative underwriters work in the Business Solutions domain of SCOR Global P&C, which operates worldwide. This business area is dedicated to large corporate businesses and is geared to provide the clients of SCOR Global P&C with solutions for coverage of large conventional risks.
Underwriting guidelines in place within SCOR Global P&C specify (i) the underwriting rules and principles to be complied with, (ii) underwriting capacities delegated to the underwriters in each of the markets and lines of business in which the Group operates, as well as (iii) the relevant maximum acceptable commitments per risk and per event. They are reviewed and updated annually by the Underwriting Management function and approved by the Chief Executive Officer and Chief Risk Officer of SCOR Global P&C. Any request for deviations from the underwriting guidelines is subject to special referral procedures at two key levels. At the first level, the request is submitted by the underwriting units to the Underwriting Management function, and where applicable, to the Legal Department and/or Finance Department. At the second level, for exposures exceeding certain thresholds or with specified characteristics, the request is submitted by the Underwriting Management function to the Group Risk Management function of SCOR, and to the Chief Executive Officer of SCOR Global P&C.
Pricing guidelines and parameters are set to provide consistency and continuity across the organization but also to take into account differences between markets and lines of business as well as the geographical location of the client and the risks insured. Parameters are revised at least once a year to consider, as the case may be, the changing market conditions and environment. Contracts that meet certain risk thresholds are subject to mandatory peer reviews that have to be performed and documented before the pricing is completed. SCOR Global P&C employs a data system which allows management to monitor and review the results from the pricing tools.
Underwriting cross-reviews are initiated by SCOR Global P&C Risk Management to evaluate the quality of underwriting, pricing and claims handling of particular business units or certain lines of business, to identify and assess risks, to evaluate the appropriateness and effectiveness of controls and to propose risk-management measures, including mitigating actions.
SCOR Global Life's core business is to reinsure underlying biometric risks, which are the risks related to human life conditions, e.g. in mortality, morbidity and longevity.
As a reinsurer, SCOR Global Life is exposed to adverse developments in these biometric risks, to lapse risks, to antiselection risks and to pandemic/epidemic risks.
Biometric risks are diversified on a geographic and a product basis. A significant part of the reinsured premium in respect of Disability, Long Term Care (LTC) and Critical Illness (CI) products includes premium adjustment clauses. In the case of LTC, the premium adjustments are designed to offset potentially worsening incidence or improving longevity of disabled and active lives. In the case of CI, premium adjustments mitigate potential negative impacts on future claims patterns due to a general deterioration in health and improved medical diagnosis.
The underwriting of Life business within the Group is under the worldwide responsibility of SCOR Global Life. The clients are life, pension or accident and health insurance companies worldwide. They are served by SCOR's specialized underwriters and actuaries who are familiar with the specific features of the markets in which they operate, in particular with local lines of business and policy conditions, as well as the technical specifics such as mortality tables, morbidity incidence rates and persistency rates. In the Life underwriting process, consideration is typically given to the quality of the client's medical and financial underwriting standards, the target clientele of the ceding company, as well as past experience to the extent credible data is available.
Life reinsurance treaties are underwritten by life reinsurance experts familiar with the specific features of their markets. The Life business is underwritten following internal underwriting and pricing guidelines.
Underwriting and pricing guidelines defined by SCOR Global Life specify the underwriting rules and principles to be complied with, underwriting capacities delegated to the underwriters and pricing actuaries in each of the markets in which the Group operates, as well as maximum acceptable commitments per risk and per event. In particular, these guidelines specify the type and the terms and conditions under which business is considered as acceptable. Furthermore, they set out the retention of SCOR Global Life for various risks and types of covers. They are approved by the Chief Executive Officer, the Chief Actuary, the Chief Risk Officer and the Chief Financial Officer of SCOR Global Life. Business opportunities going beyond the stipulations of these guidelines are subject to a special referral procedure at two key levels in order to ensure that the business respects defined risk-adjusted return criteria and risk tolerance limits. These cases are examined at the SCOR Global Life level by the Life Actuarial and Risk Department, and where applicable, the Finance Department. These departments are located across Cologne and Paris. Cases which may have a significant impact on the balance sheet of the Group are additionally reviewed by the Group Risk Management function. Thresholds or conditions for a referral to Group Risk Management are defined in specific guidelines.
In order to ensure that SCOR Global Life is continually kept up-to-date with biometric trends and scientific developments, SCOR Global Life uses the expertise of five dedicated Research & Development centers within the Life Actuarial & Risk Department to analyze and assess the key factors underlying mortality, longevity, LTC, policyholder behavior, CI and disability risks. The SCOR Global Life Research & Development Centers provide recommendations for the implementation of the research results into the pricing, underwriting control and determination of exposure limits.
Reinsurance can be written through professional reinsurance brokers or directly from ceding companies. The involvement of a broker in the placement of a reinsurance contract is a decision belonging to the ceding company, which depends on local market practices, the cedent's worldwide reinsurance market knowledge, the complexity of the risks the cedent intends to transfer and the corresponding available reinsurance capacity in the market, the cedent's capability and resources to structuring a market submission data, placing risks and administrating the placements. In most of the cases, reinsurance programs are syndicated to several reinsurers, which follow a leader, and in some instances a coleader.
The relative amount of brokered and direct business written by the Group's subsidiaries varies according to market and cedent practices.
For the year ended 31 December 2014, Non-Life wrote approximately 58% of gross written premiums through brokers and 42% through direct business, while Life wrote approximately 8% through brokers and approximately 92% through direct business.
For the year ended 31 December 2014, for Life the largest brokers SCOR wrote gross premiums written with were AON Benfield with approximately 3% and Willis with approximately 1%. For Non-Life, the largest brokers that the Group wrote gross premium with were AON Benfield with approximately 21% Guy Carpenter with approximately 15% and Willis Gras Savoye with approximately 10% of total gross written premiums in the Non-Life segment.
The direct reinsurance market remains an important distribution channel for reinsurance business written by the Group. Direct placement of reinsurance enables SCOR to access clients who prefer to place their reinsurance partly or in totality directly with reinsurers based upon the reinsurer's in-depth understanding of the ceding company's needs.
The Group's P&C Claims & Commutations function, located in its five Hubs, is in charge of the implementation and overview of the overall claims handling policy for SCOR Global P&C, implementing worldwide control and reporting procedures and managing commutation of portfolios and commitments.
The claims handling function is performed by the claims teams, located in Paris, New York, Zurich/Cologne, London and Singapore, which review, process and monitor reported claims. The P&C Claims & Commutations function supports and controls the day-to-day activity and takes over the direct management of large, litigious, serial and latent claims. Additionally, periodic audits are conducted on specific claims and lines of business, and claims processing and procedures are examined at the ceding companies' offices with the aim of evaluating their claims adjusting process, valuation of case reserves and overall performance.
When needed, recommendations are given to underwriters and local management. Technical and legal assistance is provided to underwriters before and after accepting certain risks.
The Group's Life global claims department, located in Paris, is in charge of tasked with implementing the general claims handling policy for SCOR Global Life, as well as of worldwide control, reporting procedures and commutation management of claim portfolios. The claims handling function is performed by local claims teams, located among other cities in Paris, Charlotte, Kansas City, Zurich, London, Singapore and Cologne that review process and monitor reported claims. The Life Claims Department supports and controls the day-to-day activity and takes over the direct management of large, litigious, serial and latent claims. Additionally, periodic audits are conducted on specific claims and lines of business. Claims processing and procedures are examined at the ceding companies' offices with the aim of evaluating their claims adjusting process, valuation of reserves and overall performance.
When needed, recommendations are given to underwriters and local management. Technical and legal assistance is provided to underwriters before and after accepting certain risks.
SCOR manages its exposure to catastrophes through selective underwriting practices, especially by limiting its exposure to certain events in certain geographic zones, by monitoring risk accumulation on a geographic basis and by retroceding a portion of those risks to other selectively chosen reinsurers.
Catastrophe management is split into three sections under SCOR Global P&C: portfolio accumulation, optimization and procedures; research and development; and modeling in support of underwriting. Descriptive guidelines for each of the main business processes are available: "catastrophe methodologies", "data quality & modeling", "accumulation control", "Cat pricing" and "system & processes". For Cat pricing, a matrix organization described in the guidelines has been implemented in each Hub, distributing the responsibility of Cat pricing to the Cat modelers, the pricing actuaries or the underwriter. In addition, a system of Cat referrals has been introduced in excess of a given threshold.
For all SCOR's property business, it evaluates the accumulations generated by potential natural events and other risks. Pursuant to the rules and procedures, Regional Managers from SCOR's natural catastrophes risks modeling team monitor the structure of the portfolio for each region or country and the data is consolidated under the supervision of the Head of natural catastrophes risks modeling.
The Group tracks natural catastrophe accumulation (earthquakes, wind and flood perils…) for all exposed countries worldwide. Depending on the region of the world and the peril in question, it uses a variety of techniques to evaluate and manage its total exposure. The Group quantifies this exposure and monitors its risk tolerance in terms of a Probable Maximum Loss. It measures this risk metric, taking into account policy limits, as the probable maximum loss caused by a catastrophe affecting a geographic area, such as a storm, hurricane or earthquake, and occurring within a given return period. SCOR estimates that its probable maximum losses for catastrophes, before retrocession, come from windstorms in Europe, hurricanes in the US and Caribbean typhoons in Japan or from earthquakes in Japan or the US.
The Group makes extensive use of proprietary external models from industry-leading catastrophe model suppliers, including Risk Management Solutions RiskLink® ("RMS") and AIR Worldwide Catrader® ("AIR"). In addition, it has access to local cat model expertise for Australia from Risk Frontiers, a commercial provider of tools developed at Macquarie University. Access to multiple external models allows the Group to better appreciate the strengths and limitations of each model and make adjustments where appropriate, and it is well equipped with alumni from the main model providers.
Since 2011, SCOR has operationally used the RMS modeling results format as its common framework for assessing accumulations of natural catastrophe risk, including catastrophe risk management controls (Capacity Monitoring) and provision of data to its internal capital models, and retrocession department.
These tools enable the Group to quantify its exposure in terms of a probable maximum loss ("PML") at various levels of probability for each peril and geographic location. The overall aggregate annual PML per peril, allowing for potential multiple events, provides the information required to determine the level of retrocession and other alternative risk transfer solutions (e.g., catastrophe bonds) that are needed to ensure that the net aggregate exposure is optimized for the group's risk appetite and remains within predefined tolerance limits.
The probabilistic catastrophe modeling approach captures the uncertainty related to the likelihood of a given event occurring (frequency uncertainty) as well as the uncertainty associated with the amount of loss, given that a particular event has occurred (severity uncertainty). A sound understanding of the uncertainties associated with the model's key parameters is essential for the interpretation of the model outcome and thus for decision-making. The outcomes for each model describe a bandwidth of loss estimates and not a unique value. In order to identify and stress-test the key parameters, systematic sensitivity analyses are carried out.
For peril or zones where neither internal nor external models are available, the following approaches are used:
This method is validated by the Research & Development Cat team, who performs comparative studies with other peril/zones of similar hazard and vulnerability characteristics.
See Section 9 - Operating and Financial review for certain data regarding SCOR's catastrophe loss experience
Accumulations of risk particularly exposed to catastrophes or other significant events in the Life business are regularly assessed in group-wide extreme scenarios. Every year, limits for the acceptance of specific catastrophe covers by market are reviewed taking into account the capacities obtained by the retrocession coverage purchased by the Group.
SCOR is making use of the RMS model for infectious diseases in order to assess the exposure to catastrophe risk arising from global and regional pandemics. This exposure is monitored throughout the year against SCOR's defined risk limits and used for decisions on mitigating measures. Specifically designed retrocession programs aim at protecting its Life reinsurance business. One program protects assumed catastrophe excess of loss acceptances; the other protects the retained lines in respect of all other acceptances.
Maximum underwriting capacities are defined to limit SCOR Global Life's exposure on various types of treaties underwritten, proportional and non-proportional, covering individual or Group policies. These capacities are revised each year, taking into account the capacities obtained by the retrocession coverage purchased by the Group. These limits include: maximum commitment per life accumulated for all SCOR exposures, maximum annual commitments for nonproportional cover per life or per event, maximum commitment per country for non-proportional exposures by event. Aggregate portfolio exposures are continually monitored. Specialized information technology software, developed by SCOR allows an inventory of insured persons across SCOR Global Life's markets and is fed with single risk information as received by the client companies. Through this system, an accumulation control is carried out and risks under which the accumulated exposure exceeds SCOR Global Life's retention are identified and retroceded to a pool of retrocessionaires. The retention limits are revised regularly.
The Non-Life and Life reserves adequacy are controlled on a quarterly basis by internal actuaries at division level as well at the Group level by the Group Chief Actuary who signs off on the reserving adequacy and reports to the Executive committee and to the Audit Committee.
External consulting firms also review on a regular basis the Non-Life reserves. Life reserving assumptions are reviewed as well by an external firm in the framework of the embedded value calculation. If necessary, internal audits of its portfolios are performed.
The Chief Reserving Actuaries of the divisions own the primary role to overview the reserves of their respective division, to assure consistency in the reserving methods and to enhance the reserving governance. The Group Chief Actuary controls the validation and testing of reserving tools, workflows, assumptions and processes.
Centrally defined and tightly controlled reserving process, strong portfolio diversification, prudent reserving policy, sound reserving tools and, state of the art actuarial methods used by highly skilled professionals and high level of transparency, both internally and externally, tends to minimize the risk of inadequate reserves.
However, the Group is subject to all of the factors of uncertainty mentioned above and, in consequence, to the risk that its reserves are inadequate compared to its liabilities.
See Section 4.1.5 - If SCOR's reserves prove to be inadequate, its net income, cash flow and financial position may be adversely affected for further information on reserves.
SCOR regularly reviews and updates its methods for determining outstanding claims reserves and IBNR Reserves. However, it is difficult to accurately value the amount of reserves required, especially in view of changes in the legal environment, which could affect the reserve development.
When a claim is reported to the ceding company, its claims department establishes a reserve corresponding to the estimated amount of the ultimate settlement for the claim. The estimate is based on the cedent's own methods of evaluation. The ceding company reports the claim and its suggested reserve amount to the Group entity with which it concluded its contract of reinsurance. The Group records the ceding company's suggested reserve and is free to establish greater or smaller reserves based on the review and analysis by the Group's claims division. Such greater or smaller potential reserves are based upon the consideration of many factors, including the level of the commitments, seriousness of the claims and the Group's assessment of the ceding company's claims' management.
Conforming to applicable regulatory requirements and in accordance with industry practices, the Group maintains in addition to outstanding claims reserves, IBNR Reserves. These reserves represent:
In determining the amount of its reserves, the Group generally uses actuarial techniques that take into account quantitative loss experience data, together with qualitative factors, where appropriate. The reserves are also adjusted to reflect reinsurance treaty terms and conditions, the variety of claims processing that may potentially affect the Group's commitment over time. With the exception of the reserves for worker's compensation in the USA most of the reserves of Commercial Risk Partners ("CRP"), the former Bermudan entity of the Group now in run-off and merged within GSNIC, which are discounted pursuant to American and Bermudan regulations, and French motor annuities, the Group does not discount Non-Life reserves.
A table showing historical changes in reserves for Non-Life claims is provided in Section 20.1.6 - Notes to the consolidated financial statements, Note 16 – Net Contract liabilities.
The Group continues to pursue the active commutations policy of its portfolios initiated in 2003, the main goals being to reduce the volatility of claims reserves, to reduce the administrative costs particularly of the oldest reserves, and to allow the reallocation of capital. This policy will be continued by focusing efforts on the US run-off activities, business exposed to asbestos and pollution risks and some treaties written by the former Converium company acquired by SCOR in 2007.
For SCOR's Life business, it is required to maintain adequate reserves to reflect the liability for future claims and benefit payments resulting from life reinsurance treaties, mainly mathematical reserves and claim reserves for losses.
The mathematical reserves are generally calculated as the present value of projected future payments to cedents less the present value of projected premiums still payable by cedents. The calculation includes assumptions relating to mortality, morbidity, disability, lapse and expected future interest rates.
The mathematical reserves are established on initial recognition of a contract on the basis of the Group's best estimates' assumptions and allow for an adequate safety margin for the risks of change, error and random fluctuation. They are subject to a liability adequacy test.
In determining its best estimates, the Group takes into consideration its past experience, current internal data, external market indices and benchmarks and other relevant information. The contracts' liabilities established by the Group with respect to individual risks or classes of business may be greater or less than those established by ceding companies due to the use of different mortality tables or other assumptions.
Claim reserves for losses and claims settlement expenses are recognized for payment obligations from reinsurance losses that have occurred but have not yet been settled. They are recognized under reserves for reinsurance losses reported before the reporting date and reserves for reinsurance losses that have already been incurred but not yet reported (IBNR). SCOR regularly reviews and updates its methods for determining outstanding claims reserves and IBNR Reserves.
A table showing changes in the mathematical reserves in Life reinsurance is provided in Section 20.1.6 - Notes to the consolidated financial statements, Note 16 – Net Contract liabilities.
As a consequence of the uncertainties described above regarding the correct reserving of risks and their annual revision in Life and Non-Life, there can be no certainty that the Group will not have to increase its reserves in the future, or that the reserves constituted by the Group will be sufficient to meet all its future liabilities, which could materially impact its current and future revenues, net income, cash flow, financial position, and potentially, the SCOR share price.
Reinsurers typically purchase reinsurance to cover their own risk exposures. Reinsurance of a reinsurer's business is called retrocession. SCOR retrocedes a portion of the risks it underwrites in order to limit its exposures and losses, and it pays premiums based upon the risks and exposures of its facultative and treaty portfolios, subject to such retrocession cover. Retrocession cover is subject to collectability in all cases where the original business underwritten suffers from a loss that falls into the retrocession contractual scope. SCOR remains primarily liable to the direct insurer on all risks reinsured although the retrocessionaire is liable to the Group to the extent of the cover limits purchased. SCOR monitors the financial condition, including ratings, of its retrocessionaires on an ongoing basis. The financial condition is monitored upon receipt of any information on retrocessionaires and automatic feeding of retrocessionaires rating on a quarterly basis, paying particular attention to the retrocessionaires' default risk in the treaty renewal period. The Group meets with the security departments of large reinsurance brokers at least twice a year as part of this monitoring. It also analyzes external studies prepared by the security departments of these reinsurance brokers. It reviews its retrocession arrangements periodically, to ensure that they fit closely to the development of its business, and revise its global retrocession program annually. Furthermore, to reduce the credit risk arising from its retrocessionaires, SCOR requests that certain of its retrocessionaires provide that all or a portion of the receivables from its retrocession contracts be supported by collateral (cash deposits, letters of credit, pledging of securities etc.) in its favor.
For further information see Section 4.1.6 – SCOR may be adversely affected if its cedents, retrocessionaires, insurers or members of pools in which it participates do not respect their obligations and Section 4.1.14 – SCOR is exposed to losses due to counterparty default risks or credit risks.
Retrocession procedures are centralized in the retrocession function of the Non-Life and Life divisions. The level of retrocession is selected each year to ensure that SCOR's retained risk profile respects the specific Group risk tolerance limits, to help achieve its return on capital and solvency objectives. The Group utilizes a variety of retrocession agreements with non-affiliated retrocessionaires to control its exposures to large property losses. In particular, it has implemented an overall program set in place on an annual basis that provides coverage for a series of major catastrophic events within one occurrence year. A major event is likely to be a natural catastrophe such as an earthquake, a flood, a windstorm, a hurricane or a typhoon in a region where SCOR has major aggregate exposures stemming from the business written.
SCOR's Capital Shield Policy includes traditional retrocession as well as the use of alternative risk transfer solutions (e.g., the multi-year securitization of catastrophic risk in the form of catastrophe bonds) and contingent capital facilities, which are designed as tools of last resort. See below for a description of the securitization of catastrophic risk, the Mortality risk transfer contract and the sidecar collateralized with contingent capital facilities. The credit risk that SCOR may be exposed to through these alternative risk transfer solutions can be more limited than the credit risk related to traditional retrocession arrangements because alternative retrocession is usually fully collateralized. Although some traditional retrocessions are also collateralized, the credit risk associated with it depends on the retrocessionaire's rating. See Section 4.1.15 – SCOR is exposed to the risk of no longer being able to retrocede liabilities on economically viable terms and conditions and Section 4.1.2 – SCOR is exposed to losses from catastrophic events for more information on the risks related to the retrocession.
An analysis of the share of retrocessionaires in contract liabilities by rating of the retrocessionaires and collateral from retrocessionaires in favor of SCOR at 31 December 2014 and 2013 is presented in Section 20 – Financial information concerning the issuer's assets and liabilities, financial position and profits and losses, Note 16 – Net Contract liabilities and Note 21 – Net results of retrocession.
The Group seeks to reduce its dependence on traditional retrocession and diversify its strategy in light of a potentially continued volatile retrocession market by using alternative risk transfer solutions, which includes the securitization of catastrophic risk in the form of catastrophe bonds. Accordingly, on 19 February 2009, three multi-year property catastrophe agreements were concluded between SCOR and Atlas V Capital Limited ("Atlas V") and provided the Group with additional protection of USD 200 million for exposures to earthquakes and hurricanes in the US and Puerto Rico. Events were covered for the risk period from 20 February 2009 to 19 February 2012.
On 9 December 2009, SCOR completed its retrocession programs with EUR 75 million Atlas VI transaction which provided EUR 75 million of protection against European windstorms and Japanese earthquakes risks until 31 March 2013.
On 9 December 2010, SCOR placed a catastrophe bond, Atlas VI Capital Limited Series 2010-1, which provided the Group with EUR 75 million of protection against European windstorms and Japanese earthquakes for a risk period extending from 10 December 2010 to 31 March 2014.
On 12 December 2011 SCOR placed a catastrophe bond, Atlas VI Capital Limited Series 2011-1 and 2011-2, which provides the Group with USD 270 million of protection against US Hurricanes and Earthquakes and EUR 50 million of protection against European windstorms, for a risk period extending from 13 December 2011 to 31 December 2014 for the US series and 31 March 2015 for the European series.
This transaction succeeded Atlas V Capital Limited which provided similar geographical cover as Series 2011-1 for an amount of USD 200 million.
Atlas V & VI are special-purpose vehicles incorporated under the laws of Ireland and their notes are placed with various institutional investors. In accordance with IAS 39 "Financial Instruments recognition and measurement", due to the absence of an ultimate net loss clause, contracts concluded between SCOR and these vehicles have been recognized as derivative instruments. They are considered as balance sheet protection (See Section 20.1.6 – Notes to the consolidated financial statements, Note 8 – Derivative instruments).
On 1 November 2012, SCOR successfully placed a catastrophe bond, Atlas Reinsurance VII Limited, which provides the Group with twofold protection of USD 60 million ("Class A Notes") against US hurricanes and earthquakes, and EUR 130 million ("Class B Notes") against European windstorms, for a risk period extending from 1 January 2013 to 31 December 2015.
Atlas Reinsurance VII Limited is an Irish reinsurance vehicle. Aon Benfield Securities Inc., Natixis and BNP Paribas managed the transaction and the book on the deal. Standard & Poor's rates Atlas VII Class A Notes at BB-, and Atlas VII Class B Notes at BB.
The loss payments covered by the Class A Notes are based on market share factors applied to the market insured loss, as reported by PCS for the US on an annual aggregate basis. Class B Note losses are covered on per-occurrence basis, using the PERILS index. These Atlas VII catastrophe retrocession agreements have been accounted for as reinsurance contracts in 2013 (See Section 20.1.6 – Notes to the consolidated financial statements, Note 1 (N) Accounting principles and methods specific to reinsurance activities).
On 11 September 2013, SCOR Global Life entered into a risk transfer contract with Atlas IX Capital Limited ("Atlas IX"), providing the Group with protection against extreme mortality events in the US, such as pandemics, natural catastrophes and terrorist attacks. The risk transfer contract provides USD 180 million of extreme mortality protection, for a risk period extending from 1 January 2013 to 31 December 2018.
The risk transfer contract is based on a US population mortality index that has been weighted by age and gender in order to reflect SCOR Global Life's portfolio in the US.
According to the structure of the arrangement, a payment will be triggered if, at any time during the risk period, the observed index value exceeds the defined attachment point of 102%. At any index level between the attachment point and the exhaustion point of 104%, Atlas IX Capital Limited will pay to SCOR a pro-rata amount of the notional USD amounts.
Amounts are recorded in the balance sheet representing the derivative asset recognized at fair value through P&L and other liabilities representing the value of interest payments (See Section 20.1.6 – Notes to the consolidated financial statements, Note 8 – Derivative instruments).
On 6 January 2014, SCOR announced having successfully placed a fully collateralized sidecar, Atlas X Reinsurance Limited ("Atlas X"). It provides the Group with an additional three-year capacity of USD 55.5 million from a new panel of investors. This is in line with SCOR's policy of pooling in its capital shield all the available capital protection tools, as set out in its new strategic plan "Optimal Dynamics".
Atlas X is an Irish-domiciled special purpose reinsurance vehicle. Atlas X and SCOR Global P&C SE have entered into a quota share retrocession agreement, effective 1 January 2014, under which Atlas X reinsures a proportional share of SCOR's diversified property catastrophe portfolios in specific countries. This agreement is accounted for as a reinsurance contract in 2014.
Subsequent to 31 December 2014, SCOR has sponsored a new catastrophe bond, Atlas IX Series 2015-1, which will provide the Group with multi-year risk transfer capacity of USD 150 million for US Named Storm and US and Canada Earthquake events. This transaction replaces the US tranches of Atlas VI Series 2011-1, which matured on 8 January 2015. The risk period for Atlas IX 2015-1 runs from 11 February 2015 to 31 December 2018. The instrument will be accounted for as a derivative instrument.
On 20 December 2013, SCOR put in place a new contingent capital facility with UBS providing the Group with EUR 200 million coverage in case of extreme natural catastrophe or life events. In addition, subject to no drawdown having already been conducted under the facility, if the price of SCOR shares fall below EUR 10 an individual tranche of EUR 100 million will be drawn down out of the EUR 200 million facility. This equity line facility replaced, as at 1 January 2014, the former EUR 150 million contingent capital facilities which came to an end on 31 December 2013. See Section 20.1.6 - Notes to the consolidated financial statements, Note 8 - Derivative instruments - Contingent capital facility.
Fixed income investments are managed by SCOR Global Investments or by external managers monitored by SCOR. In all cases, investment guidelines are provided to managers and strict monitoring is carried out over the global portfolio by the respective Group entities. The tactical allocation of the global portfolio is defined by the Group Investment Committee which meets each quarter at least. It is chaired by the Group's Chief Executive Officer and is composed of the Group Chief Financial Officer, the Group Chief Risk Officer, the Chief Economist, the Chief Executive Officer of SCOR Global P&C and the Chief Executive Officer of SCOR Global Life, the Chief Executive Officer of SCOR Global Investments and other representatives of SCOR Global Investments.
The Group has a prudent investment policy and put great importance on several selection criteria including internal assessments, the rating provided by the rating agencies to the issuer and the liquidity of the securities purchased.
Interest rate risk is managed within the Group primarily at two levels. At the level of each entity, the Group takes into account the regulatory and accounting constraints. At the Group level, SCOR reviews its consolidated investment portfolios in order to identify the overall level of risk and return. It uses analytical tools which guide both its strategic allocation and local distribution of assets. Sensitivity to changes in interest rates is generally analyzed on a weekly basis.
The Group equity selection is predominantly based on a bottom up fundamental analysis with the goal to develop a diversified portfolio of stocks, ETF, mutual funds and convertible bonds. Due to inherent higher volatility of equities, this asset class (direct positions and mutual funds) is monitored on a daily basis, facilitating quick arbitrage or portfolio reallocation decisions. On a Group level, the equity exposure is decided and reviewed at least quarterly by the Group Investment Committee. The equity risk is also controlled by the definition of maximum exposures per stock or mutual fund and is reviewed regularly (e.g., exposure to large-cap stocks will generally be greater than exposure to mid-cap stocks). The control ratios on mutual funds are also reviewed regularly, based on the mutual fund's holdings.
At 31 December 2014, SCOR's total investments and cash were EUR 25,837 million (EUR 23,786 million as at 31 December 2013). The 2014 increase in total investments and cash as compared to 2013 was mainly due to foreign exchange movements and the investment of the Group's strong operating cash flows.
The portion invested in equities increased from EUR 1,056 million at 31 December 2013 to EUR 1,143 million at 31 December 2014 as a result of tactical allocation. Most of the equity investments were in European companies with large market capitalization. The portion invested in fixed income investments increased from EUR 11,380 million at 31 December 2013 to EUR 13,991 million at 31 December 2014. As set forth in "Optimal Dynamics", SCOR progressively and selectively increased the duration of its fixed income portfolio while maintaining a strong focus on the financial cash flows to reinvest in the event of a sudden change in the economic and financial environment, while seizing market opportunities. The outlook for the world economy in 2015 and beyond continues to be extremely uncertain, with various possible future outcomes (e.g., low growth, inflation regime, deflation or a progressive or sudden rise in interest rates). SCOR's investment strategy is designed to immunize the Group as much as possible from the negative consequences of these shocks.
The duration of SCOR's fixed income portfolio including short-term investment increased from 3.4 years at 31 December 2013 to 4.0 years at 31 December 2014.
In terms of credit quality, despite the downgrade of several sovereign and private issuers, the Group maintained the quality of its fixed income portfolio including short-term investments, to a high level with an average rating of "AA-" as at 31 December 2014, the same as last year. In this Registration Document, when the Group refers to the ratings of securities held in its investment portfolio, or the counterparty credit rating of the issuers of such securities, it uses an average of available ratings of the relevant securities and/or issuer published by the applicable nationally recognized statistical rating organizations.
SCOR's total exposure to government bonds and assimilated in its investment portfolio was EUR 5,364 million at 31 December 2014, (compared to EUR 4,449 million at 31 December 2013) of which EUR 1,645 million was invested in government bonds of countries within the EU (EUR 1,709 million at 31 December 2013), primarily Germany, France, the Netherlands and the UK. As at 31 December 2014, SCOR had no government bonds exposure to Greece, Ireland, Portugal, Hungary, Spain or Italy.
SCOR's total exposure to covered and agency MBS in its investment portfolio was EUR 1,940 million at 31 December 2014 (EUR 1,507 million at 31 December 2013). SCOR's total exposure to corporate bonds in its investment portfolio was EUR 5,674 million at 31 December 2014 (EUR 4,609 million at 31 December 2013), of which exposures to Greece, Ireland, Italy, Portugal, and Spain was EUR 180 million (EUR 159 million in 2013), primarily in Italy. SCOR's total exposure to structured and securitized products in its investment portfolio was EUR 1,013 million at 31 December 2014 (EUR 815 million at 31 December 2013).
The portion invested in real estate investments decreased from EUR 861 million at 31 December 2013 to EUR 845 million at 31 December 2014.
The liquidity, defined as cash, cash equivalent, short-term government bonds with maturities above three months and below twelve months and bank overdrafts, has decreased from EUR 2,120 million at 31 December 2013 to EUR 940 million at 31 December 2014.
For further detail on the investment portfolio for the years ended 31 December 2014 and 2013 see Section 20.1.6 - Notes to the consolidated financial statements, Note 6 - Insurance Business Investments. For a table summarizing the investment income of SCOR for the years ended 31 December 2014, 2013 and 2012 see Section 20.1.6 - Notes to the consolidated financial statements, Note 20 – Investment income.
The following table details the distribution by category of investment of SCOR's total investments and cash, by net carrying value:
| As at December 31 | ||||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2012 | ||||
| In EUR million |
% | In EUR million |
% | In EUR million |
% | |
| Real estate investments | 845 | 3.3% | 861 | 3.6% | 584 | 2.6% |
| Available-for-sale equities | 726 | 2.8% | 734 | 3.1% | 1,016 | 4.5% |
| Available-for-sale fixed income | 13,958 | 54.0% | 11,333 | 47.6% | 9,651 | 42.7% |
| Fair value though income equity investments |
417 | 1.6% | 322 | 1.4% | 160 | 0.7% |
| Fair value through income fixed income |
33 | 0.1% | 47 | 0.2% | 56 | 0.2% |
| Loans and receivables (excluding short-term investments) |
8,854 | 34.3% | 8,275 | 34.8% | 8,266 | 36.7% |
| Derivative investments | 51 | 0.2% | 94 | 0.4% | 107 | 0.5% |
| Short-term investments | 93 | 0.4% | 606 | 2.5% | 1,269 | 5.6% |
| Cash and cash equivalents | 860 | 3.3% | 1,514 | 6.4% | 1,466 | 6.5% |
| Total | 25,837 | 100% | 23,786 | 100% | 22,575 | 100% |
See Section 20.1.6 – Notes to the consolidated financial statements, Note 6 – Insurance Business Investments for a breakdown of estimated fair values and unrealized gains and losses of fixed income investments by major type of security, including fixed income securities and available for sale as at 31 December 2014, 2013 and 2012.
SCOR is characterized by its strategic positioning aimed at underwriting risks so as to diversify exposure. To this end, the Group seeks to preserve:
| In EUR million | 2014 | 2013 | 2012 | |||
|---|---|---|---|---|---|---|
| By division | ||||||
| SCOR Global P&C | 4,935 | 44% | 4,848 | 47% | 4,650 | 49% |
| SCOR Global Life | 6,381 | 56% | 5,405 | 53% | 4,864 | 51% |
| TOTAL | 11,316 | 100% | 10,253 | 100% | 9,514 | 100% |
| By sub-division | ||||||
| Non Life reinsurance | ||||||
| Treaties | 2,709 | 55% | 2,623 | 54% | 2,502 | 54% |
| Business Solutions (facultative) |
614 | 12% | 635 | 13% | 616 | 13% |
| Specialties | 1,036 | 21% | 1,030 | 21% | 935 | 20% |
| Joint-Ventures & Partnerships |
576 | 12% | 560 | 12% | 597 | 13% |
| TOTAL SCOR Global P&C | 4,935 | 100% | 4,848 | 100% | 4,650 | 100% |
| Life reinsurance | ||||||
| Protection | 5,088 | 80% | 4,407 | 82% | 4,255 | 88% |
| Financial Solutions | 1,047 | 16% | 863 | 16% | 555 | 12% |
| Longevity | 246 | 4% | 135 | 2% | 54 | - |
| TOTAL SCOR Global Life | 6,381 | 100% | 5,405 | 100% | 4,864 | 100% |
See Section 20.1.6 - Notes to the consolidated financial statements, Note 2 – Segment information, for further detail on the results of the divisions.
In 2014, SCOR generated approximately 42% of its gross written premiums in EMEA (2013: 47%), with significant market positions in France, Germany, Spain and Italy, 43% of its gross written premiums in the Americas (2013: 39%) and 15% of its gross written premiums in Asia (2013: 14%).
The following table shows the breakdown by gross volume of Life and Non-Life premiums written by geographic area based on the country in which the ceding company operates for treaty business and location of the insured for facultative business:
| Total | SCOR Global Life | SCOR Global P&C | |||||||
|---|---|---|---|---|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 |
| EMEA | 4,754 | 4,792 | 4,568 | 2,103 | 2,068 | 1,954 | 2,651 | 2,724 | 2,614 |
| Americas | 4,853 | 4,007 | 3,697 | 3,498 | 2,744 | 2,462 | 1,355 | 1,263 | 1,235 |
| Asia | 1,709 | 1,454 | 1,249 | 780 | 593 | 448 | 929 | 861 | 801 |
| Total | 11,316 | 10,253 | 9,514 | 6,381 | 5,405 | 4,864 | 4,935 | 4,848 | 4,650 |
Please refer to http://www.scor.com/en/investors/ratings.html for a summary of SCOR's ratings.
On 20 August 2014, Fitch has raised to "positive" the outlook on the "A+" rating of SCOR SE and its main subsidiaries to reflect, according to Fitch, "SCOR's improved profitability, strong solvency and financial leverage for its risk profile".
On 21 November 2013, Standard & Poor's raised the outlook on the "A+" rating of SCOR SE and its main subsidiaries to "positive" as, according to S&P's statement, "capital and earnings expected to rise due to very strong ERM".
On 5 June 2012, Standard & Poor's upgraded to "A+" from "A" the insurance financial strength ratings (IFSR) and longterm counterparty credit of SCOR SE (SCOR) and various guaranteed subsidiaries. All ratings have a "stable outlook".
On 9 May 2012, Moody's Investors Service upgraded the insurance financial strength ratings (IFSR) of SCOR SE (SCOR) and various guaranteed subsidiaries to A1 from A2, and SCOR's subordinated debt rating to A3 from Baa1. All ratings have a "stable outlook".
On 2 May 2012, A.M. Best upgraded the Issuer Credit Ratings (ICR) of SCOR SE and its main subsidiaries from "a" to "a+". They also affirmed the Financial Strength Ratings of "A" (Excellent). The outlook for all ratings is stable.
On 15 March 2012, Fitch Ratings upgraded SCOR's Insurer Financial Strength (IFS) ratings and Long-term Issuer Default Ratings (IDRs) from "A" to "A+".
Please refer to Section 4.1.1 – SCOR is exposed to diverse risk factors in the Non-Life and Life reinsurance businesses, 4.1.6 – SCOR may be adversely affected if its cedents, retrocessionaires, insurers or members of pools in which it participates do not respect their obligations, 4.1.10 – A significant portion of SCOR's contracts contains provisions relating to financial strength which could have an adverse effect on its portfolio of contracts and its financial position, 4.1.11 – Operational risks, including human errors or cyber risks, are inherent to SCOR's business, 4.2.1 – SCOR faces risks related to its fixed income investment portfolio, 4.2.2 – SCOR faces risks related to its equity-based portfolio, 4.3 – Liquidity risk, 4.6 – Insurance of specific operational risks (excluding reinsurance activity), 11- Research and development, patents and licenses.
SCOR competes for business in the European, American, Asian and other international markets with numerous international and domestic reinsurance and insurance companies, some of which have a larger market share than its own, greater financial resources and, in certain cases, higher ratings from the rating agencies. Competition in the types of reinsurance and insurance that the Group underwrites is based on many factors, including financial strength as perceived by the rating agencies, customers and their brokers, underwriting expertise, reputation and experience in the lines of reinsurance and insurance written, country of operation, premiums charged, the quality of the proposed reinsurance structures, the services offered and the speed at which claims are paid.
SCOR's competitors include independent and state-owned reinsurance companies, subsidiaries or affiliates of established worldwide insurance companies, and reinsurance departments of certain primary insurance companies. Among the Group's major competitors there are European reinsurers (for example, Swiss Re, Munich Re and Hannover Re) and US/Bermudian reinsurers (for example, Partner Re, RGA, Ace, Axis Capital, Transatlantic Re, Odyssey Re, General Re and Everest Re). Also Lloyd's of London is recognized as a major competitor.
SCOR SE and its consolidated subsidiaries has been the world's 5th largest reinsurer (1) in 2014 and 2013, serving more than 4,000 clients.
SCOR Global P&C continued to strengthen its competitive position during the January renewals 2014, both with its existing clients and with new cedents. SCOR Global P&C managed to grow gross premiums by 5% during the January 2014 renewals, to EUR 3.4 billion. .
This continued footprint expansion of SCOR Global P&C has been achieved while maintaining expected net technical profitability stable overall, thanks to its highly diversified portfolio, as shown in the following key performance indicators:
As anticipated and communicated during the 2013 annual Monte-Carlo conference, the January 2014 renewals were characterized by a challenging market environment with:
A number of large and even mid-size insurers reconsidering their protection strategies and reinsurance buying policies, and restructuring their reinsurance programs;
(1) By Net Reinsurance premiums written, source: "S&P Global Reinsurance Highlights 2014" (excluding Lloyd's of London)
The reinsurance market witnessing a tiering of players, to the benefit of the larger and most diversified ones, operating as true multi-liners in terms of pricing and underwriting capabilities, with a global approach to client relationships.
In this context, SCOR Global P&C has been successful in expanding its franchise and crystalizing new business opportunities, while keeping a disciplined underwriting approach, pushing back unsatisfactory terms & conditions and accepting the non-renewal of underpriced business.
The premiums up for renewal at 1 January represent 71% of the total annual volume of treaty premiums and are distributed between P&C Treaties (72%) and Specialty Treaties (28%).
The main business line developments at the 1 January 2014 renewals were as follows:
For P&C Treaties: gross premiums increased by 6% at constant exchange rates, to EUR 1.927 billion, of which 4 percentage points relate to the renewal of the large quota share deals in Asia.
SCOR Global P&C continued to diversify its portfolio towards Asia (32% growth), this region now representing 19% of the P&C Treaty portfolio. In all regions, the growth was accompanied by active portfolio management and a successful handling of clients' program restructurings. The global insurers' initiative is bearing fruit, with SCOR achieving growth from this client base despite these clients restructuring and increasing their retentions.
For Specialty Treaties: gross premiums increased by 4% at constant exchange rates, to EUR 724 million, of which 2 percentage points relate to the renewal of the large quota-share deals in Asia.
Some segments have benefited from relatively better market conditions, leading to a 6% premium increase in Marine & Energy and a 4% increase in Engineering. The US cat segment represented only 2% of the overall P&C book to be renewed, and witnessed 6% growth thanks to increased shares with large national, multinational and global insurers, more than compensating the reductions on the regional book where pricing and general conditions often viewed as unsatisfactory.
During the April 2014 renewals, SCOR Global P&C recorded premium growth of 8.5% at constant exchange rates with regard to the EUR 318 million of premiums up for renewal at 1 April 2014. The premiums up for renewal at 1st April represented around 10% of the total annual volume of treaty premiums, with the main countries renewing being Japan, India and the US.
SCOR Global P&C confirmed its leading position in key markets such as Japan and India, achieving strong premium growth and overall expected profitability well within targets.
The premium income growth bears witness to the depth and breadth of the SCOR Global P&C franchise in Asia-Pacific, both in mature and emerging economies, globally across Treaty P&C business and Treaty Specialty lines:
The expected technical performance measured in terms of gross underwriting ratio deteriorated by just under 2 percentage points compared to April 2013, while return on allocated capital deteriorated by just under 3 percentage points. The expected profitability trend observed in April 2014 was largely driven by the Japanese market, where nonproportional prices in the Property CAT segment returned to their pre-Tohoku (2011) levels. Excluding the price reductions affecting the non-proportional Property CAT segments, the overall price level was broadly stable.
Looking at the January to April 2014 period versus the same period in 2013, the expected gross underwriting ratio increased by 1 percentage point, while the net underwriting ratio was expected to benefit from savings achieved in the retrocession program, as announced in January. The return on allocated capital was nearly stable. The expected profitability of the overall book renewed in April remained well within SCOR Global P&C targets. Given that profit levels of the April and later renewals tend to be higher than in January, these April renewals contributed to improving the 2014 profitability expectation.
Overall, SCOR Global P&C benefited from the composition of its book of business, with 72% of the premiums renewed in April 2014 relating to proportional business, which benefits from sound and generally improving primary insurance trends. As a result of this, the risk-adjusted price reduction was contained at 2.7% overall. A small increase in proportional reinsurance prices (+ 0.3%) partly compensated an 8.3% reduction on non-proportional segments, especially in Property CAT.
On 31 July 2014, SCOR confirmed its strong franchise in delivering resilient June-July 2014 renewals.
The June-July renewals represent approximately 10% of the total annual volume of SCOR Global P&C premiums, with renewals notably in the USA, Australia and the Latin American countries. An overall written premium volume increase of 4.6% was achieved.
The main business line developments in the June-July 2014 renewals are as follows:
SCOR Global P&C benefits from its well diversified book of business, with around 60% of the premiums renewed in June-July 2014 relating to proportional business, which benefits from more favorable current primary insurance trends:
the expected technical performance measured in terms of underwriting ratio deteriorated by around 1 percentage point compared to July 2013, while return on risk-adjusted allocated capital deteriorated by 2.5 percentage points. The expected profitability of the overall book renewed in June-July 2014 remained nonetheless above SCOR Global P&C targets and contributed to improving the 2014 year-to-date profitability expectation.
SCOR Global Life ranks among the top five life reinsurers worldwide (1) and has grown by 18.1% in Gross Written Premiums in 2014.
2014 was the first full year of operation of our combined businesses in the US following the acquisition of 100% of Generali U.S. Holdings, Inc. ("Generali U.S."), the holding company of Generali's U.S. life reinsurance operations in October 2013. SCOR Global Life has a strong leadership in the US Life reinsurance market ( 2 ) , the largest life reinsurance market in the world. During the year, SCOR Global Life has finalized the integration of Generali U.S. and put in place a project to create one common operations platform in North America across multiple sites (Charlotte, Kansas City, Montréal and Toronto).
SCOR Global Life continues to expand its Latin American business. In Brazil the SCOR Global Life branch obtained its local reinsurance license in August 2014.
In Asia, SCOR Global Life has built a strong franchise and continues to develop it.
In 2014, SCOR Global Life increased its new business premiums as compared to 2013, with strong growth in Asia, Australia and Latin America from new clients and increased new business with existing clients.
The Protection business area was the main driver for premium growth. In mortality, its largest activity, SCOR Global Life has maintained or improved its competitive positions in its main markets (US, Europe):
(1) Based on 2014 Gross Written Premiums
(2) Source: 2013 SOA/ Munich Re survey of US life reinsurance, published in 2014
Personal Accident also represents a small proportion of SCOR Global Life's portfolio. A main source of Personal Accident business for SCOR Global Life is obtained through its distribution services company, ReMark, which provides direct global marketing of life insurance products to insurers, financial institutions and affinity partners.
In the Financial Solutions business area, SCOR Global Life has built a recognized position on capital and solvency management with important transactions in Europe, the US and Asia. SCOR Global Life underwrote new deals in 2014 in the US, Asia and Latin America. At the beginning of the year, SCOR Global Life successfully monetized a portfolio (Value of In-Force) belonging to Mediterráneo Vida, a Spanish insurance company fully owned by Banco Sabadell. This transaction, effective 1 January 2014, reinsures a portfolio of life policies, covering mortality and permanent disability risks, written by Mediterráneo Vida up to 31 December 2013.
SCOR Global Life has established itself as a recognized leading longevity reinsurer. To date the main active market for SCOR Global Life is the UK, focusing on longevity risk transfer transactions for large in-payment portfolios, but it has also established an active presence in North America and Continental Europe. SCOR Global Life participated in the longevity transaction with the UK-based insurer Aviva in March 2014. The transaction has associated liabilities of approximately GBP 5 billion and SCOR Global Life is assuming a meaningful portion of this risk under a treaty effective 1 January 2014.
Overall in 2014, the solid operating profitability of SCOR Global Life was maintained thanks to a robust technical performance across most regions and business areas.
In November 2014, SCOR Global Life announced several promotions, underlying a number of structural changes. SCOR Global Life is organized around three regions: EMEA (Europe, Middle East and Africa), Asia /Pacific and Americas; and two product lines (Global Financial & Longevity Solutions and Global Distribution Solutions)
The three regions will ensure operating consistency across markets that have common commercial and operational stakes. This structure will help SCOR Global Life be more effective and efficient in supporting its clients and leveraging its know-how, while remaining well –grounded in the local markets.
The Global Financial & Longevity Solutions product line will enable SCOR Global Life to ensure global efforts efficiently connect market potential with SCOR Global Life's risk appetite and Optimal Dynamics commitments, while increasing its win rate and lowering transaction risk by working globally with a common toolkit for complex deals. This global product line will work closely with local market managers, relying on their deep market understanding and client franchise.
In Distribution Solutions, SCOR Global Life has successfully deployed a number of innovative and tailored client services which aim to help insurers expand and develop their own client bases (SCOR Telemed, ReMark, Velogica and Rehalto). This new product line will implement a unified strategy to continue the successful development of these services.
| 7.1 | Brief description of the Group and of the position of the issuer |
78 |
|---|---|---|
| 7.2 | List of issuer's significant subsidiaries |
81 |
The main operational entities of the Group are presented in the chart below:

The Group company whose stock is listed on the Euronext Paris regulated market is SCOR SE, the Group parent company.
The Group is a twin engine group driven by SCOR Global Life and SCOR Global P&C. Mobilization of skills and expertise, a balance among teams from different entities of the Group, operating efficiency, simplicity of structures, and clarity of reporting lines were the principles that guided the Group's organizational choices.
SCOR's Non-Life division reinsurance operations are conducted under the supervision and management of SCOR Global P&C. The latter carries out its operations through European branches in Spain, Italy, Switzerland, the UK and Germany, and a network of dedicated subsidiaries, branches of SCOR Global P&C SE and representative offices in the UK, the Americas and Asia/Pacific, as well as composite Non-Life/Life subsidiaries of SCOR SE and branches in Russia, South Africa, China, Hong Kong, South Korea and Brazil.
The Life division operations are conducted under the supervision and management of SCOR Global Life. The latter carries out its operations through branches of SCOR Global Life SE in Germany, the UK, Italy, Spain, Switzerland, Austria, Netherlands, Sweden, Canada and in Asia, representative office in Belgium as well as through SCOR Global Life Americas in the US, SCOR Global Life Reinsurance Ireland as well as composite Non-Life/Life subsidiaries and branches of SCOR SE in Russia, South Africa, China, South Korea and Brazil and subsidiaries in Europe, Australia and South Africa.
The corporate functions of SCOR Global Life SE, SCOR Global P&C SE and of the Group in Paris, in Zurich and in Cologne (mainly) define the underwriting policies and monitor its standard application, control the changes in natural catastrophe risk accumulation and control claims.
The Group's subsidiaries, branches and offices are connected through a backbone network of applications and data exchange platforms, which allows local access to centralized risk analysis, underwriting or pricing databases and also gives access to information on local market conditions, to be shared among the Group's subsidiaries, branches and offices. In addition, through regular exchanges of personnel between the Group's head offices in Paris and its non-French subsidiaries and branch offices, the Group encourages professional development and training of underwriters, actuaries, modelers, claims experts and risk controllers across its various geographic markets and business lines.
On 29 October 2008, SCOR announced the creation of SCOR Global Investments SE, which manages, directly or indirectly, the global investment portfolio of all the Group's legal entities. SCOR Global Investments SE was approved by the AMF as a portfolio management company as from 15 May 2009. On 8 July 2011, SCOR Alternative Investments SA, was registered by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg as a company in charge of the management of the portfolio of assets specialized in the asset class, known as "Insurance-Linked Securities" (ILS). SCOR Global Investments SE having then obtained the approval from the CSSF to manage its ILS portfolios, SCOR Alternative Investments SA has been sold on 17 April 2014. On 31 August 2011, SCOR launched Atropos SICAV-SIF ("Atropos"), an ILS fund dedicated to insurance risks, which was formerly managed by SCOR Alternative Investments SA and now by SCOR Global investments SE and domiciled in Luxembourg.
SCOR SE wholly owns its operating subsidiaries (excluding the shares held by Directors).
SCOR SE also makes loans to its subsidiaries and issues them guarantees so that they can underwrite under favorable conditions, especially by letting them benefit from its financial ratings. SCOR SE provides support in actuarial, accounting, legal, administrative, systems, internal audit, investment, and human resources to Group subsidiaries. Finally, SCOR SE acts, as needed, as retrocessionaire for its two operational subsidiaries through quota share treaties renewed annually which form the instrument for internal control within the Group through the annual allocation of capital to the operating subsidiaries based on the profitability expected from their underwriting. The contracts that formalize the relationships between SCOR SE and its subsidiaries are presented in:
SCOR launched and completed several major restructuring projects between 2005 and 2010. These reorganizations were undertaken in order to simplify the legal structure of the Group and clearly differentiate between the operations of subsidiaries that are dedicated respectively to Life reinsurance and Non-Life reinsurance, with a view towards optimal annual allocation of capital between the operations.
In connection with the implementation of the New SCOR project, which was announced in June 2005, SCOR transferred, by way of spin-off, all of its Non-Life reinsurance business in Europe, including Property & Casualty Treaties (Specialty Treaties, Business Solutions (facultative) and Major Corporate Accounts to Société Putéolienne de Participations (the corporate name of which was changed to SCOR Global P&C), a French subsidiary wholly owned by SCOR. This contribution was approved on 16 May 2006, by the Combined Shareholders' Meeting of the Company, effective retroactively on 1 January 2006.
In connection with the second phase of the New SCOR project, SCOR announced on 4 July 2006, the conversion of SCOR into a Societas Europaea and the formation of a Societas Europaea at the level of SCOR Global P&C, through the merger by absorption of SCOR Deutschland Rückversicherung AG and SCOR Italia Riassicurazioni SpA by SCOR Global P&C. At the same time, SCOR Vie became SCOR Global Life SE through the merger with SCOR Global Life Rückversicherung AG (formerly Revios Rückversicherung AG) by SCOR VIE. SCOR SE so became the first publicly traded French company to adopt the Societas Europaea form. Since the completion of the merger, SCOR Global P&C SE conducts its operations in Italy, in Spain, in United Kingdom, in Switzerland and in Germany through its branches, as does SCOR Global Life SE. SCOR Global P&C SE has been the first company in Europe to complete a tripartite merger involving three different jurisdictions in the formation of a Societas Europaea.
The adoption of the European Company statute by SCOR SE, SCOR Global P&C SE and SCOR Global Life SE, occurred respectively on 25 June, 3 August and 25 July 2007, the registration dates for each company as a Societas Europaea with the Nanterre Trade and Company Register. This registration occurred after: (i) the completion of the negotiations on the involvement of the employees in the various European companies, as stipulated by the legislation governing a European Company, with the special negotiation group ("SNG") formed for this purpose in July 2006, and representing the employees of the Group; an agreement on the involvement of the employees within SCOR SE and SCOR Global P&C SE was signed with the SNG on 14 May 2007; and (ii) the approval by the Extraordinary Shareholders' Meeting of each of the companies of the adoption of the Societas Europaea statute.
The Societas Europaea statute enables SCOR SE to strengthen its European and transnational identity, facilitate acquisitions in Europe, improve flexibility in financial matters and capital allocation, simplify regulatory controls by using the possibilities offered by the Reinsurance Directive and reduce its local structures, by giving preference to the use of branches, rather than local subsidiaries. The Group is thereby demonstrating its ambition to be a company with European roots and global reach. This legal flexibility is today demonstrated by the speed of the integration process for the European entities of Converium, which became SCOR Holding (Switzerland) AG, in SCOR's European companies. SCOR Global Investments SE has also been incorporated as a Societas Europaea.
On 18 July 2006, the Group announced that it had consolidated its real estate investments within a single real-estate company, SCOR Auber, a wholly owned subsidiary of SCOR SE. This consolidation enables these investments to be more dynamically managed, simplifies the legal structures of the Group's real estate asset management, and reduces the management expenses related to these investments. As at the date of this Registration Document, SCOR Auber holds 12 investment real estate properties, for offices purposes in their great majority, in Paris and in the Ile-de-France region (suburbs adjacent to Paris). SCOR reinforced its real estate structure by creating SCOR Properties, an investment vehicle primarily devoted to real estate with a variable capital and registered with the AMF since 27 May 2011 managed by SCOR Global Investments.
On 8 September 2006, concurrently with the announcement of the upgrade of the rating of the Group's companies by AM Best, the Group announced a change in its Non-Life reinsurance structures in the United States. This change, which was completed on 31 December 2006, is two-fold: first, SCOR Reinsurance Company acquired 100% of the capital of GSINDA, a company specializing in underwriting "surplus lines", with a primary insurance license in the United States and, secondly, SCOR acquired GSNIC, an entity entirely dedicated to run-off, from SCOR Reinsurance Company (a subsidiary indirectly wholly owned by SCOR). In this restructuring, SCOR contributed USD 80 million to SCOR Reinsurance Company.
Following the acquisition of Revios by SCOR VIE on 21 November 2006, SCOR began restructuring the Life Reinsurance entities of SCOR VIE (whose corporate name was changed to SCOR Global Life) in the United States, at the same time as it merged the Revios and SCOR VIE offices in Asia and Europe. This restructuring was completed in November 2007 for the North American activities of SCOR Global Life, regrouped in New York (NY) and in Dallas (Texas). During December 2013, the legal entity in Texas was redomiciled to Delaware.
In 2009, the three Group Non-Life run-off companies based in the Americas dedicated to the run-off of the Non-Life portfolios following the termination of the activities in the concerned fields and segments – namely GSNIC, Commercial Risk Partners Ltd and Commercial Risk Re-Insurance Company – have been consolidated. The process required an amalgamation of Commercial Risk Partners Ltd and Commercial Risk Re-Insurance Company with GSNIC. The assets, liabilities and surplus of Commercial Risk Partners Ltd and Commercial Risk Re-Insurance Company have been added to GSNIC in their entirety and the shares of GSNIC held by SCOR SE have been contributed to SCOR US Corporation on 30 September 2010.
On 18 July 2011, SCOR finalized the sale of its subsidiary Investors Insurance Corporation (IIC) to Athene Holding Ltd., as initially announced on 16 February 2011, for USD 55 million.
Further to the acquisition on 9 August 2011 of the mortality reinsurance business of Transamerica Re, SCOR Global Life reorganized its activities in the US. Thus, on 20 September 2011, the merger of SCOR Global Life Reinsurance Company of America with and into SCOR Global Life U.S. has been approved by the State of Delaware. Moreover, the State of Delaware also approved, effective 27 September 2011, the change of name of "SCOR Global Life U.S. Re Insurance Company" into "SCOR Global Life Americas Reinsurance Company" (SGL Americas).
Further to the acquisition on 1 October 2013 of Generali U.S. Holding, Inc., SCOR Global Life strengthened its activities in the US. In the context of this transaction, Generali USA Life Reassurance Company, the primary operating company, has transferred its location from Missouri to Delaware after obtaining the necessary agreement from both states. The state of Delaware also approved the change of name of "Generali USA Life Reassurance Company" into "SCOR Global Life USA Reinsurance Company".
Since 2008, SCOR restructured its operations around five regional management platforms, or Hubs: Paris, Zurich / Cologne, London, Singapore and the Hub Americas.
Each of the Hubs has local, regional (1) and Group responsibilities, with the heads of each Hub reporting to the Group Chief Operating Officer. Each Hub typically includes the following functions: a Legal and Compliance Officer, a Head of Information Systems, a Head of Finance, a Head of Human Resources and a Risk Manager. This organization enables:
Management reviews the operating results of the Non-Life and Life divisions individually for the purpose of assessing the operational performance of the business and to allocate resources. For more information on SCOR's divisions, see Section 20.1.6 - Notes to the consolidated financial statements, Note 2 - Segment Information.
SCOR's decision to implement the Hub structure stemmed from the desire to realign its organizational structure following the successful consolidation of Revios and Converium. The Hub structure was designed to facilitate access to local markets through a network of local subsidiaries, branches and sales offices, provide better identification of profit centers in each major reinsurance market, obtain a deeper understanding of the specific features of local risks and develop local management and underwriting expertise, in order to provide better customer service and maintain relationships with ceding companies. The Hub structure was implemented in Cologne on 5 May 2008, in London on 20 May 2008, in New York on 18 June 2008, in Singapore on 16 June 2008, in Zurich on 27 January 2009 and in Paris on 24 February 2009. Following the acquisition of the mortality reinsurance business, including the operational assets and personnel of Transamerica Re, and the acquisition of Generali U.S. Holding Inc., Charlotte, North Carolina, and Kansas City, Missouri, have become key locations for the Life division. As part of these integrations, Charlotte and Kansas City have joined New York as a key competence center of the Hub Americas.
On 23 June 2014, SCOR has announced the creation of a new Hub by combining the existing Cologne and Zurich Hubs, to further strengthen its organizational structure in Europe. The new Hub has been effective since 1 October 2014 and is expected to be fully completed in the first quarter of 2015.
(1) Paris Hub: South Africa, Russia and Europe other than Germany, Austria, Ireland, Switzerland, Sweden and the UK; Zurich-Cologne Hub: Switzerland, Germany, Austria and Israel and one subsidiary in Argentina; London Hub: UK, Ireland and Sweden; Singapore Hub: Asia, Australia; Americas Hub: North America and South America
| 8.1 | Major existing or planned property, plant and equipment |
84 |
|---|---|---|
| 8.2 | Environmental issues that may affect the utilization of property, plant and equipment |
84 |
SCOR owns offices in Paris (France), Cologne (Germany), London (UK), Singapore and Madrid (Spain), where its local entities and subsidiaries have their corporate offices. Any surplus space is leased to third parties as part of SCOR's investment management business. The Group leases office space for its other business locations. It leases space separate from its head office for the purpose of safeguarding its data storage facilities for business continuity planning purposes. The Group believes that the Group's offices are adequate for its current needs.
SCOR owns in London at 10 Lime Street a 5,000 m² office and retail building. As at 31 December 2014, the building was occupied at 53% by SCOR for its London Hub office. The remaining space was rented to third parties. In 2014, SCOR has committed to acquire another building in Lime Street. The acquisition should take place in 2015, at works completion.
SCOR moved during Q2 2012 into its new office building in Paris, with more than 20,000 m² located at 5, avenue Kleber in Paris 16, held by its OPCI (French real estate UCIT) SCOR-Properties, and occupied at 85% by SCOR, the remaining area being rented to a third party. On 28 December 2012, the lease of SCOR's former headquarters (La Défense, Paris), was terminated. Nevertheless, the Group is continuing to lease one floor for IT projects.
In Cologne, SCOR moved during Q2 2012 into its new office building with more than 6,000 m² located at 10, Goebenstrasse, held by the German branch of SCOR SE "SCOR Rückversicherung Direktion für Deutschland, Niederlassung der SCOR SE", and fully occupied by SCOR.
SCOR Reinsurance Asia Pacific PTE LTD, signed in October 2013 a sale and purchase agreement to acquire in state of future completion two floors in a leasehold building under construction in Singapore. In 2014, four units of an additional floor were acquired in the same building. As at 31 December 2014, SCOR has not yet the use of the offices which is contingent upon the delivery of the building, expected in 2017. In November 2014, the floors formerly occupied by SCOR in another building were sold.
The Madrid office is not material for the Group.
SCOR also holds additional property investments as part of its asset management strategy.
For more information on the Group's real estate investments, refer to Section 5.2.1 - Principal investments made over the past three financial years, Appendix A – 1.5 – Notes to the corporate financial statements, Note 2.1 – Changes in investments, Note 2.2 – Schedule of investments, Note 15 - Analysis of commitments given and received and Section 20.1.6 – Notes to the Consolidated financial statements, Note 5 – Tangible assets and property related commitments and Note 6 – (C) Real estate investments.
Refer to the environmental report in Appendix D - Note 4 – Environmental impact of SCOR's activity.
| 9.1 | Financial position | 87 | |
|---|---|---|---|
| ----- | -------------------- | -- | ---- |
9.2 Operating results 88
The Group's financial data are presented in Section 3 – Selected financial information and in Section 20.1 – Historical financial information: consolidated financial statements. The commentary below is based on the financial data presented in the aforementioned sections.
Refer also to Section 20.1.6 – Notes to the consolidated financial statements, Note 1 – Accounting principles and methods and Note 26 – Insurance and financial risks.
The strength of the 2014 results and balance sheet demonstrate the effectiveness of SCOR's strategy which relies on high business and geographical diversification, focusing on traditional reinsurance activity with very limited exposure to reinsurance liabilities with economic activity risks and no material off balance sheet exposure.
After the payment of the 2014 dividend, shareholders' equity increased from EUR 4,980 million at 31 December 2013 to EUR 5,729 million at 31 December 2014.
Total investment and cash, amounted to EUR 25.8 billion at 31 December 2014 as compared to EUR 23.8 billion and EUR 22.6 billion at 31 December 2013 and 2012, respectively.
SCOR maintained its conservative asset management policy while executing a prudent inflection program directed to improve the return of its invested assets while keeping a strong focus on liquidity management.
The Group's liquidity, defined as cash, cash equivalents, short-term government bonds with maturities above three months and below twelve months and bank overdrafts, which is well diversified across a limited number of banks, stands at EUR 0.9 billion at the end of 2014, down from EUR 2.1 billion at the end of 2013 (EUR 2.7 billion at 31 December 2012) due to progressive and selective reallocation towards the strategic asset allocation.
Positive operating cash flows remained stable from EUR 897 million in 2013 (and EUR 761 million in 2012) to EUR 894 million in 2014.
The Group has a financial debt leverage position of 23.1% at 31 December 2014, as compared to 21.2% at 31 December 2013 and 20.0% at 31 December 2012. This ratio is calculated as the percentage of subordinated debt (1) compared to total shareholders' equity plus subordinated debt. The increase in the debt leverage ratio over three years is primarily due to debt issuances in 2012, 2013 and 2014. On 24 September 2014, SCOR successfully placed perpetual subordinated notes on the Swiss franc market, with a first call date on 20 October 2020, for an amount of CHF 125 million. On 25 September 2014, SCOR successfully placed perpetual subordinated notes on the Euro market, with a first call date on 1 October 2025, for a total amount of EUR 250 million. On 10 September 2013, SCOR successfully placed perpetual subordinated notes on the Swiss Franc market, with a first call date on 30 November 2018, for an aggregate total amount of CHF 250 million. On 10 September 2012, the Group placed perpetual subordinated notes, with a first call date in June 2018, for an aggregate total amount of CHF 250 million. Furthermore, on 24 September 2012, SCOR increased these perpetual subordinated notes by CHF 65 million. In addition, SCOR actively managed its liabilities, in 2014 buying back a portion of an existing debt for an average price below 93% of its USD 10 million par value, in 2013 buying back a portion of an existing debt for less than 90% of its USD 46 million total par value and in 2012 buying back existing debt for 80% of its EUR 50 million par value. On 1 October 2013, SCOR entered into a short-term financing agreement with a principal amount of USD 228 million, maturing 14 July 2014 to partly finance the acquisition of Generali U.S. This short-term financing facility was entirely repaid during the first quarter of 2014.
The total level of financial debt which includes real estate financing and a short-term loan increased to EUR 2,232 million from EUR 2,053 million in 2013 (2012: EUR 1,648 million).
Book value per share (2) stands at EUR 30.60 at 31 December 2014 as compared to EUR 26.64 and EUR 26.16 at 31 December 2013 and 2012, respectively.
(1) The calculation of the leverage ratio excludes accrued interest from debt and includes the swaps effect related to the CHF 650 million, CHF 315 million and CHF 250 million subordinated debt issuance
(2) Refer to Section 9.2.6 – Calculation of financial ratios
This paragraph includes comments on both the current year operating results and comparisons to prior years.
Gross written premium for the financial year ended 31 December 2014 amounted to EUR 11,316 million, an increase of 10.4% compared to EUR 10,253 million in 2013. The overall increase in gross written premium of EUR 1,063 million in 2013 is due to an increase for SCOR Global P&C of EUR 87 million and to an increase of EUR 976 million for SCOR Global Life primarily driven by the business acquisition of the mortality portfolio of Generali U.S. on 1st October 2013 with a twelve months contribution in 2014, as well as Longevity and Financial Solutions contracts signed in 2014.
Gross written premium for the financial year ended 31 December 2013 amounted to EUR 10,253 million, an increase of 7.8% compared to EUR 9,514 million in 2012. The overall increase in gross written premium of EUR 739 million in 2013 was due to an increase for SCOR Global P&C of EUR 198 million and to an increase of EUR 541 million for SCOR Global Life primarily driven by the business acquisition of the mortality portfolio of Generali U.S., which in the three month period after the acquisition on 1 October 2013 contributed EUR 209 million to 2013 gross written premiums.
Net earned premium for the year ended 31 December 2014 amounted to EUR 9,991 million as compared to EUR 9,066 million and EUR 8,399 million for the years ended 31 December 2013 and 2012, respectively. The overall increase in net earned premium of EUR 925 million from 2013 to 2014 and EUR 667 million from 2012 to 2013 is consistent with the increase in gross written premiums.
Net investment income (1) (2) for the year ended 31 December 2014 amounted to EUR 576 million as compared to EUR 509 million and EUR 564 million for the years ended 31 December 2013 and 2012, respectively. The net return on investments in 2014 was 2.5% compared to 2.4% in 2013 and 2.7% in 2012. The increase in investment income from 2013 to 2014 is mainly due to SCOR Global Investments initiatives, increased portfolio size due to Generali U.S. acquisition, slightly higher realized gains on fixed income and lower investment impairments. With 2014 markets characterized by high volatility and erratic behavior, SCOR decided to continue its rollover strategy with a relatively short duration fixed income portfolio and a high liquidity level.
The net return on invested assets in 2014 was 2.9% as compared to 2.6% in 2013 and 2.9% in 2012 (3).
Gross benefits and claims paid were EUR 7,835 million, EUR 7,054 million and EUR 6,613 million in 2014, 2013 and 2012, respectively. The level of gross benefits and claims paid for SCOR Global P&C decreased to EUR 2,788 million during 2014 from EUR 2,967 million in 2013 (2012: EUR 2,833 million). For SCOR Global Life the level of gross benefits and claims paid increased to EUR 5,047 million during 2014 from EUR 4,087 million in 2013 (2012: EUR 3,780 million).
The net results of the Group's retrocession program were EUR (385) million, EUR (453) million and EUR (189) million in 2014, 2013 and 2012, respectively.
The impact of alternative retrocession coverage, Atlas VI (SCOR Global P&C) and Atlas IX (SCOR Global Life) (see below in Note 9.2.4 - Capital shield policy) are not included in the net cost of retrocession as the products are accounted for as derivatives.
The total cost recorded in 2014 "other operating expenses" related to Atlas Cat Bonds and the Mortality transfer contract was EUR 41 million (2013: EUR 44 million). Atlas VII catastrophe bonds are accounted for as a reinsurance contract at the beginning of their coverage period in 2013, due to the presence of an ultimate loss clause.
The Group cost ratio (1) calculated as the total of all management expenses less certain non-controllable expenses (e.g. bad debts), legal settlements, brokerage commissions and amortizations, divided by gross written premium, was 5.0%
(1) Refer to Section 9.2.6 – Calculation of financial ratios
(2) Excluding life reinsurance contracts that do not meet the risk transfer criteria (presented in the investment income line of the 2013 Registration Document). The net investment income previously reported in the 2013 Registration Document were EUR 512 million and EUR 566 million for the years ended December 31, 2013 and 2012, respectively
(3) The return on invested assets' calculation method was adjusted to exclude revenues from Life reinsurance contracts that do no transfer significant reinsurance risk (presented in the investment income line of the 2013 Registration Document). The ratios previously reported in the 2013 Registration Document were 2.6% and 3.0% for the years ended December 31, 2013 and 2012, respectively.
for the year ended 31 December 2014, down from 5.1% in 2013 and 5.3% in 2012. The management expenses for the years ended 31 December 2014, 2013 and 2012 was EUR 649 million, EUR 599 million and EUR 588 million respectively, on a comparative basis.
Operating income for the year ended 31 December 2014 amounted to EUR 826 million as compared to EUR 581 million in 2013 and EUR 645 million in 2012 benefiting from strong technical performance from SCOR Global Life, the robust profitability of SCOR Global P&C and the acquisition of Generali U.S. in spite of challenging market conditions.
The 2013 operating income benefitted from the strong technical performance of SCOR Global Life and the robust profitability of SCOR Global P&C.
The 2012 operating income benefitted from the strong technical performance of SCOR Global Life, the robust profitability of SCOR Global P&C even though impacted by higher than expected natural catastrophes losses, particularly in the fourth quarter of 2012 and the solid performance of SCOR Global investments, in spite of a low-yield environment.
SCOR generated a net income of EUR 512 million in 2014, compared to EUR 549 million and EUR 418 million respectively for the years ended 31 December 2013 and 2012
In 2014, SCOR benefited from a strong underlying performance and a prudent asset management policy which safeguarded shareholders' interests while delivering solid returns and a rather benign year in terms of natural catastrophes. In 2014, the effective tax rate was 24.5%.
In 2013, SCOR's net income benefited from a strong underlying performance, a gain from bargain purchase net of transaction costs (and the latter net of taxes) related to the acquisition of the business of Generali U.S. of EUR 183 million and a prudent asset management policy of SCOR Global Investments which safeguarded shareholders' interests while delivering solid returns. In 2013, the effective tax rate was 14.2%, mainly impacted by the geographical mix and the recognition of tax-exempt gains from bargain purchase for the acquisitions of Generali U.S. and MRM S.A.
Although 2012 was impacted by higher than expected natural catastrophes (Earthquakes in Italy and Hurricane Sandy) especially in the last quarter of the year, the net income was positively influenced by the strong underlying technical performance of both SCOR Global Life and SCOR Global P&C and the prudent asset management policy of SCOR Global Investments which safeguarded shareholders' interests while delivering solid returns. In 2012, the effective tax rate was 20.4%. This resulted from a positive geographical rate mix partially offset by a negative EUR 12 million impact from the additional contribution to the 2010 exit tax on the capitalization reserve in France.
Return on equity (1) was 9.9%, 11.4% and 9.1% for the years ended 31 December 2014, 2013 and 2012 respectively. Basic earnings per share were EUR 2.75, EUR 2.96 and EUR 2.28 for the years ended 31 December 2014, 2013 and 2012.
SCOR Global P&C is a leading P&C reinsurer with a worldwide footprint.
The business comprises traditional reinsurance business: Treaty, Business Solutions, and Specialty Lines. SCOR Global P&C capitalizes on a long-standing franchise, experience, and an extensive data base comprising multi-line expertise.
The January 2014 renewals have been characterized by a challenging market environment with a number of large and even mid-size insurers reconsidering their protection strategies, reinsurance buying policies, and restructuring their reinsurance programs. The reinsurance market has been witnessing a "tiering" of players, to the benefit of the larger and most diversified ones, operating as true multi-liners in terms of pricing and underwriting capabilities, with a global approach to client relationships. In this context, SCOR Global P&C has been successful in expanding its franchise and crystalizing new business opportunities, while keeping a disciplined underwriting approach, pushing back unsatisfactory terms and conditions and accepting the non-renewal of underpriced business (Refer to Section 12 – Trend information).
In 2014, SCOR Global P&C continued to actively execute its P&C treaty business portfolio management strategy by further expanding property proportional, motor proportional and casualty proportional businesses and by improving geographic diversification towards areas such as Asia and the Americas.
In 2013, SCOR Global P&C continued to actively execute its P&C treaty business portfolio management strategy by further expanding liability proportional and non-proportional business and its Specialty book of business and by improving geographic diversification towards areas such as Asia and Latin America.
In 2012, SCOR Global P&C continued to actively execute its P&C treaty business portfolio management strategy by further expanding property proportional, natural catastrophes and casualty businesses and by improving geographic diversification towards Asia and the Americas.
In 2014, gross written premium increased by 1.8% compared to 2013. At constant exchange rates the growth is 2.7%, in line with the assumption of EUR 5 billion annual gross written premiums indicated in the January 2014 renewals disclosure.
Compared to 2013 the growth is driven by the performance of lines of business in P&C treaties (mainly in Motor and Property Proportional portfolio) and by improved geographical diversification towards Asia and the Americas.
In 2013, gross written premium increased by 4.3% compared to 2012. At constant exchange rates the growth was 8.3% (particularly due to the appreciation of the Euro) and led to achieve the target growth of the "Strong Momentum" plan over the 3 years period (32.5% at current exchange rates, 35% at constant exchange rates). The growth was mainly driven by the performances of lines of business in P&C treaties and Specialties business (particularly Lloyds, Aviation and Agriculture) and by improved geographical diversification towards Asia, in particular China, India and SIT (Singapore, Indonesia, Thailand) and the Latin American area (Central America, Latin America and Caribbean).
In 2012, gross premium written increased by 17% compared to 2011, of which 6% was linked to foreign exchange impact (particularly due to the appreciation of the US Dollar). At constant exchange rates the growth was 11%, above the 9%-10% gross written premium increase announced in "Strong Momentum". The growth was mainly driven by the performances of lines of business in P&C treaties and natural catastrophes and by improved geographical diversification towards Asia and the Americas.
SCOR Global P&C achieved a net combined ratio (1) of 91.4% in 2014 against 93.9% in 2013 and 94.1% in 2012.
In 2014, this ratio reflects very strong technical results, driven by the year-on-year improvement of the attritional ratio 56.9% (versus 57.7 % in 2013) and the lower impact of Natural catastrophes compared to 2013.
Natural catastrophes had a 4.2% impact on the Group net combined ratio for year end 2014 compared to a 6.4% impact in 2013 and a 7.6% impact in 2012.
In 2013, the slight improvement of the combined ratio came from the attritional loss ratio 57.7% (versus 57.8% in 2012) and the lower impact of Nat Cat compared to 2012. The improvement of the combined ratio in 2012 was in line with expectations in spite of the main events in 2012: hurricane Sandy, Costa Concordia shipwreck, worldwide climate disturbances impacting agriculture in the United States and Brazil, and developments on the floods in Thailand.
SCOR defines a catastrophe as a natural event involving several risks and causing pre-tax losses, net of retrocession, totaling EUR 3 million or more.
The following table highlights losses due to catastrophes for the years 2014, 2013, and 2012:
| As at 31 December | |||||
|---|---|---|---|---|---|
| 2014 | 2013 | 2012 | |||
| Number of catastrophes occurred during the financial year | 8 (7) | 12 | (5) | 10 | (3) |
| In EUR million | |||||
| Losses and loss adjustment expenses due to catastrophes, gross |
231 (8) | 333 | (6) | 355 | (4) |
| .(2) Losses due to catastrophes, net of retrocession |
179 (8) | 272 | (6) | 307 | (4) |
| .(1) Group net loss ratio |
61.1% (8) | 64.1% | (6) | 65.5% | (4) |
| Group net loss ratio excluding catastrophes | 56.9% (8) | 57.7% | (6) | 57.8% | (4) |
(1) Loss ratios are calculated on the basis of Non-Life claims, expressed as a percentage of Non-Life premiums earned
(2) Net of recoveries and reinstatement premiums (assumed and retrocession)
(3) Excluding floods in Thailand (2011 event) and including: Hurricane Sandy, Dagmar Storm in Norway, Tornadoes in Southern United States, May Earthquakes (20 & 29 May 2012) in Italy, Montreal Rainstorm, Alberta Hail Storm in Canada, Typhoon Bolaven, Costa Rica Earthquake (4) Thailand floods 2011 event's development impact is included in 2012 cat ratio
(5) Including Saint Jude Storm, Andreas, Manni and Ernst Hailstorms in Germany, European Floods, South Africa and Xaver Hailstorms, Hurricane Manuel and Typhoon Haiyan
(6) Earthquakes in Italy (20 and 29 May 2012) and Hurricane Sandy's development impact are included in 2013 cat ratio
(7) Including European Hails (Ela), Japan Snowstorm, USA Floods (Warren Michigan) and Cyclone Hudhud (8) Andreas Hailstorm (July 2013) and South Africa Hailstorm's development impacts are included in 2014 cat ratio
(1) Refer to Section 9.2.6 – Calculation of financial ratios
In 2014, SCOR was affected by the following catastrophes which resulted in total net estimated losses of EUR 163 million as at 31 December 2014:
| In EUR million | Estimated loss net of retrocession as at 31 December |
|
|---|---|---|
| Cat losses | Date of loss | 2014 |
| European Hails (Ela) | June 2014 | 82 |
| Japan Snowstorm | February 2014 | 32 |
| USA floods (Warren Michigan) | August 2014 | 16 |
| Cyclone Hudhud | October 2014 | 14 |
| Other natural catastrophes (less than EUR 10 million) | 2014 | 19 |
In 2013, SCOR was affected by the following catastrophes which resulted in total net estimated losses of EUR 259 million as at 31 December 2013:
| In EUR million | Original estimated loss net of retrocession as at 31 December 2013 |
Adjusted estimated loss net of retrocession as at 31 December |
|
|---|---|---|---|
| Cat losses European Floods |
Date of loss | 2014 | |
| June 2013 | 62 | 60 | |
| Andreas Hailstorm | July 2013 | 51 | 66 |
| Alberta Floods | June 2013 | 44 | 37 |
| Saint Jude Storm | October 2013 | 35 | 41 |
| December | |||
| Xaver | 2013 | 20 | 24 |
| Toronto Floods | July 2013 | 15 | 14 |
| Manni Hailstorm | June 2013 | 10 | 13 |
| Other natural catastrophes (less than EUR 10 million) |
2013 | 22 | 22 |
In 2012, SCOR was affected by the following catastrophes which resulted in net estimated losses greater than EUR 10 million as at 31 December 2012:
| In EUR million | Adjusted estimated loss net of retrocession as at |
|||
|---|---|---|---|---|
| Original estimated loss net of retrocession |
||||
| as at 31 December |
31 December |
31 December |
||
| Cat losses | Date of loss | 2012 | 2013 | 2014 |
| Earthquake in Italy | 20 May 2012 | 26 | 33 | 32 |
| Earthquake in Italy | 29 May 2012 | 21 | 23 | 23 |
| Dagmar Storm (Norway) | Late December 2011 | 11 | 12 | 13 |
| Alberta Hailstorm (Canada) | August 2012 | 12 | 11 | 10 |
| Hurricane Sandy (USA) | October 2012 | 137 | 141 | 137 |
| Other natural catastrophes (less than EUR 10 million) |
2012 | 25 | 26 | 26 |
SCOR Global Life underwrites life reinsurance business in the following business areas (1):
It operates via its unified global organization with a specialized market approach in EMEA (Europe, Middle East and Africa), Asia/Pacific and Americas.
(1) In 2013, in the context of Optimal Dynamics, SCOR Global Life's nine lines of business previously reported were grouped into three business areas
Protection encompasses traditional Life reinsurance business on living and death benefits. Main risks undertaken are mortality, morbidity and behavioral risks for individuals and groups of individuals. Financial Solutions typically combine traditional Life reinsurance with financing components providing liquidity, balance sheet and/or income statement improvements to the client. Longevity refers to products covering the risk of negative deviation from expected results due to the insured or annuitant living longer than assumed in the pricing of insurance covers provided by insurers or pension funds.
In 2014, SCOR Global Life continued to grow profitably in a competitive Life reinsurance market. It gained new business partners and succeeded in further strengthening its long-term business relationships. SCOR Global Life renewed existing business and increased the in-force business with existing clients.
In Europe, SCOR Global Life maintained its strong market position.
During 2014, Asia/Pacific remained a market with significant growth opportunities both in terms of premiums and profitability.
On 1 October 2013 SCOR finalized the acquisition of 100% of Generali U.S. Holdings, Inc. ("Generali U.S."), the holding company of Generali's U.S. life reinsurance operations. The combination of SCOR Global Life Americas and Generali U.S. created the market leader in the US life reinsurance market. SCOR immediately started a project to integrate the business and the operations of the acquired entities into its existing Americas structures.
In 2014, SCOR Global Life successfully continued to integrate the mortality risk reinsurance business acquired from Generali U.S. into its existing business operations. This process of consolidation of US domestic organizations and activities within one operating unit allowed SCOR Global Life to strengthen its market position in the US, Canada and Latin America and maintain the leadership position.
In 2014, SCOR Global Life's gross written premiums increased at constant and current exchange rates by 18.1% to EUR 6,381 million compared to EUR 5,405 million in 2013 (EUR 4,864 million in 2012).
The gross written premium development is driven by new business produced by SCOR Global Life's distribution channels as well as new premiums from the in-force portfolio and the acquisition of the Generali U.S. reinsurance portfolio with a twelve months contribution in 2014.
SCOR Global Life's acquisition of the mortality business portfolio of Generali U.S. contributed EUR 938 million to 2014 gross written premiums compared to EUR 209 million for the three months period after the acquisition on 1 October 2013. Besides the premium growth resulting from the acquisition, a significant premium contribution was achieved from new Financial Solution deals in Latin America.
EMEA markets premium rise is driven by new Longevity business and increased Financial Solutions business. The performance in Longevity business demonstrates SCOR Global Life's expertise in this business area with continuous growth in 2014 from new treaties and clients.
In Asia/Pacific premiums developed driven by new Financial Solutions business in South Korea, increase in capital relief deals in China and Korea, as well as higher Protection business volume in China and Australia/New Zealand.
Life technical margin in 2014 was 7.1% compared to 7.4% in 2013 and 7.7% in 2012. The decline of the Life technical margin confirms the announced evolution in the business mix. The technical result calculation method was adjusted to include revenues from Life reinsurance contracts that do not transfer significant reinsurance risk (presented in the investment income line of the 2013 Registration Document). Refer to section 9.2.6 – Calculation of financial ratios for details. The ratios previously reported in the 2013 Registration Document were 7.3% and 7.7% for the years ended December 31, 2013 and 2012, respectively.
The life technical margin is strongly supported by the in-force business performance in Americas and EMEA.
Subsequent to 31 December 2014, SCOR sponsored a new catastrophe bond, Atlas IX Series 2015-1, which will provide the Group with multi-year risk transfer capacity of USD 150 million for US Named Storm and US and Canada Earthquake events. This transaction replaces the US tranches of Atlas VI Series 2011-1, which matured on 8 January 2015. The risk period for Atlas IX 2015-1 runs from 11 February 2015 to 31 December 2018. The instrument will be accounted for as a derivative instrument.
On 6 January 2014, SCOR announced having successfully placed a fully collateralized sidecar, Atlas X Reinsurance Limited (Atlas X). It provides the Group with an additional three-year capacity of USD 55.5 million from a new panel of investors. This is in line with SCOR's capital shield policy as set out in its strategic plan "Optimal Dynamics", which considers all the available capital protection tools.
Atlas X is an Irish-domiciled special purpose reinsurance vehicle. Atlas X and SCOR Global P&C SE have entered into a quota share retrocession agreement, effective 1 January 2014, under which Atlas X reinsures a proportional share of SCOR's diversified property catastrophe portfolios in specific countries. This agreement is accounted for as reinsurance contract.
On 20 December 2013, SCOR put in place a new contingent capital facility with UBS, providing the Group with EUR 200 million coverage in case of extreme natural catastrophe or life events. In addition, subject to no drawdown having already been conducted under the facility, if the price of SCOR shares fall below EUR 10, an individual tranche of EUR 100 million will be drawn down out of the EUR 200 million facility. This equity line facility replaced, as at 1 January 2014, the previous EUR 150 million contingent capital facilities which came to an end on 31 December 2013. Also refer to Section 20.1.6 – Notes to the consolidated financial statements – Notes 8 – Derivative Instruments - Contingent capital facility.
In line with the SCOR Group policy of diversifying its capital protection tools, SCOR Global Life entered into a mortality risk transfer contract with Atlas IX Capital Limited ("Atlas IX") on 11 September 2013, providing the Group with protection against extreme mortality events in the US, such as pandemics, natural catastrophes and terrorist attacks. The risk transfer contract provides USD 180 million of extreme mortality protection, for a risk period extending from 1 January 2013 to 31 December 2018.
A payment will be triggered if the observed index value exceeds the attachment point of 102%. At any index level to the exhaustion point of 104%, Atlas IX Capital Limited will pay to SCOR a pro-rata amount.
The risk transferred is variable based on a defined index (CDC mortality index weighted by age and gender mortality) and not based on SCOR's effective portfolio. As a consequence, the contract has been accounted for as a derivative.
On 1 November 2012, as part of its policy of diversifying its capital protection tools, SCOR successfully placed a new catastrophe bond ("cat bond"), Atlas Reinsurance VII Limited, which provides the Group with twofold protection of USD 60 million ("Class A Notes") against US hurricanes and earthquakes, and EUR 130 million ("Class B Notes") against European windstorms, for a risk period extending from 1 January 2013 to 31 December 2015.
The loss payments covered by the Class A Notes are based on market share factors applied to the market insured loss, as reported by PCS for the US on an annual aggregate basis. Class B Note losses are covered on per-occurrence basis, using the PERILS index.
These catastrophe bonds are accounted for as reinsurance contracts, due to the presence of an ultimate loss clause.
On 12 December 2011, SCOR placed a new catastrophe bond ("cat bond"), Atlas VI Capital Limited Series 2011-1 and 2011-2, which provides the Group with USD 270 million of protection against US Hurricanes and Earthquakes and EUR 50 million of protection against European windstorms, for a risk period extending from 13 December 2011 to 31 December 2014 for the US series and from 13 December 2011 to 31 March 2015 for the European series. This transaction succeeded Atlas V Capital Limited, which provided similar geographical cover as the one of the Series 2011- 1 for an amount of USD 200 million for the risk period from 20 February 2009 to 19 February 2012.
The loss payments covered by this cat bond are based on market share factors applied to the market insured loss, as reported by PCS for the US and by PERILS for Europe.
Due to the absence of ultimate loss clause, contracts with Atlas VI special purpose vehicles are accounted for as derivatives.
9.2.5 STRATEGY OR FACTORS OF GOVERNMENTAL, ECONOMIC, FISCAL, MONETARY OR POLITICAL CHARACTER WHICH HAVE HAD OR COULD HAVE A MATERIAL IMPACT ON THE OPERATIONS OF THE SCOR GROUP
Refer to Section 4.4.1 – SCOR is exposed to risks related to legislative and regulatory changes and political, legislative, regulatory or professional initiatives concerning the insurance and reinsurance sector, which could have adverse consequences for its business and its sector.
Also refer to Section 5.1.4.2 – Legal form and applicable legislation.
For a detailed calculation of book value per share, refer to the table below:
| In EUR million | 2014 | 2013 | 2012 |
|---|---|---|---|
| Group shareholders' equity | 5,694 | 4,940 | 4,800 |
| Shares issued as at 31 December | 192,691,479 | 192,757,911 | 192,384,219 |
| Treasury shares as at 31 December | (6,593,132) | (7,343,237) | (8,930,686) |
| Basic number of shares | 186,098,347 | 185,414,674 | 183,453,533 |
| BASIC BOOK VALUE PER SHARE | 30.60 | 26.64 | 26.16 |
Return on investments and return on invested assets
For detailed calculation of net investment income, return on investments and invested assets, refer to tables below:
| In EUR million | 2014 | 2013 | 2012 |
|---|---|---|---|
| .(1) Average investments |
22,697 | 21,559 | 21,078 |
| Total net investment income | 576 | 509 | 564 |
| Return on investment asset (ROI) | 2.5% | 2.4% | 2.7% |
| In EUR million | 2014 | 2013 | 2012 | |
|---|---|---|---|---|
| Average invested assets | (2) | 15,074 | 14,056 | 13,313 |
| Total investment income on invested assets | 436 | 369 | 392 | |
| Return on invested assets (ROIA) | (3) | 2.9% | 2.6% | 2.9% |
(1) Average investments are the quarterly averages of the Total Investments as per the "Invested assets" reconciliation table included in this note, adjusted for ceded funds withheld
(2) Average invested assets are the quarterly averages of the Total Invested Assets as per the "Invested assets" reconciliation table included in this note (3) The return on invested assets' calculation method was adjusted to exclude revenues from Life reinsurance contracts that do no transfer significant reinsurance risk (presented in the investment income line of the 2013 Registration Document). The ratios previously reported in the 2013 Registration Document were 2.6% and 3.0% for the years ended December 31, 2013 and 2012, respectively.
Return on investment and return on invested assets are calculated based on investments as defined for management purposes. The following table is a reconciliation of these and IFRS figures as presented in Section 20.1 Historical financial information: consolidated financial statements.
| At 31 December | |||
|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 |
| Investment revenues on invested assets | 334 | 303 | 315 |
| Realized gains/(losses) on fixed income | 89 | 81 | 65 |
| Realized gains/(losses) on loans | - | 1 | - |
| Realized gains/(losses) on equities | 26 | 18 | 10 |
| Realized gains/(losses) on real estate | 17 | 33 | 41 |
| Realized gains/(losses) on other investments | 3 | (3) | 45 |
| Realized gains/(losses) on invested assets | 135 | 130 | 161 |
| Impairments on fixed income | - | (4) | 9 |
| Impairments on loans | - | - | - |
| Impairments on equities | (3) | (64) | (69) |
| Impairments / amortization on real estate | (28) | (24) | (25) |
| Impairments on other investments | 0 | (5) | (1) |
| Impairments / amortization on invested assets | (31) | (97) | (86) |
| .(1) Fair value through income on invested assets |
8 | 44 | 12 |
| .(2) Financing costs on real estate |
(10) | (11) | (10) |
| Total investment income on invested assets | 436 | 369 | 392 |
| Interests income and expenses on funds withheld and contract deposits |
180 | 176 | 202 |
| Investment management expenses | (40) | (36) | (30) |
| (3) Total net investment income |
576 | 509 | 564 |
| Foreign exchange gains/(losses) | 11 | (10) | 23 |
| Income on technical items | - | (2) | (4) |
| MRM S.A. gain from bargain purchase (net of acquisition costs) |
- | (27) | - |
| .(2) Financing costs on real estate |
10 | 11 | 10 |
| IFRS INVESTMENT INCOME NET OF INVESTMENT MANAGEMENT EXPENSES |
597 | 481 | 593 |
(1) Including MRM S.A. gain from bargain purchase (net of acquisition related expenses) in 2013
(2) Real estate financing expenses related to real estate investments (buildings owned for investments) only. They are not included in the IFRS investment income net of investment management expenses
(3) Excluding life reinsurance contracts that do not meet the risk transfer criteria (presented in the investment income line of the 2013 Registration Document). The net investment income previously reported in the 2013 Registration Document were EUR 512 million and EUR 566 million for the years ended December 31, 2013 and 2012, respectively
Return on investment and return on invested assets are calculated based on investments as defined for management purposes. The following table is a reconciliation of this and IFRS figures as presented in Section 20.1 Historical financial information: consolidated financial statements:
| As at 31 December 2014 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Management | Funds | Total | |||||||||||
| classification | Fixed | Real | Other invest |
Total invested |
withheld and |
Total | Accrued | Technical | IFRS classifi |
||||
| Cash | income | Loans | Equities | estate | ments | assets | other | investments | interests | items | cation | ||
| IFRS Classification | .(1) | ||||||||||||
| In EUR million Real estate |
|||||||||||||
| investments | 845 | 845 | 845 | 845 | |||||||||
| Equities | 51 | 52 | 354 | 133 | 136 | 726 | 726 | 726 | |||||
| Fixed income | 13,267 | 569 | 2 | 13,838 | 13,838 | 120 | 13,958 | ||||||
| Available-for-sale | |||||||||||||
| financial assets | 13,318 | 621 | 354 | 133 | 138 | 14,564 | 14,564 | 120 | 14,684 | ||||
| Equities | 157 | 260 | 417 | 417 | 417 | ||||||||
| Fixed income | 32 | 32 | 32 | 1 | 33 | ||||||||
| Investments at | |||||||||||||
| fair value | |||||||||||||
| through income | 32 | 157 | 260 | 449 | 449 | 1 | 450 | ||||||
| Loans and receivables |
(2) | 93 | 211 | 34 | 338 | 8,607 | 8,945 | 2 | 8,947 | ||||
| Derivative | |||||||||||||
| instruments | 51 | 51 | |||||||||||
| TOTAL | |||||||||||||
| INSURANCE | |||||||||||||
| BUSINESS | |||||||||||||
| INVESTMENTS Cash and cash |
13,443 | 832 | 511 | 978 | 432 | 16,196 | 8,607 | 24,803 | 123 | 51 | 24,977 | ||
| equivalents | 860 | 860 | 860 | 860 | |||||||||
| TOTAL | |||||||||||||
| INSURANCE | |||||||||||||
| BUSINESS | |||||||||||||
| INVESTMENTS AND CASH AND |
|||||||||||||
| CASH | |||||||||||||
| EQUIVALENTS | 860 | 13,443 | 832 | 511 | 978 | 432 | 17,056 | 8,607 | 25,663 | 123 | 51 | 25,837 | |
| Less third parties' | (3) | ||||||||||||
| interests | (68) | (225) | (291) | (90) | (674) | (674) | |||||||
| Direct real estate unrealized gains |
.(4) | ||||||||||||
| and losses | 121 | 121 | 121 | ||||||||||
| Direct real estate | .(5) | ||||||||||||
| debt | (233) | (233) | (233) | ||||||||||
| Cash | |||||||||||||
| payable/receivable TOTAL |
(23) | (23) | (23) | ||||||||||
| MANAGEMENT | |||||||||||||
| CLASSIFICATION | 769 | 13,218 | 541 | 511 | 776 | 432 | 16,247 | 8,607 | 24,854 |
(1) Including Atlas cat bonds and FX derivatives
(2) Other Loans and Receivables excluded from invested assets are certificates of deposit (CDs) maturing in more than three months and less than twelve months included in short-term investments as well as infrastructure loans and real estate loans.
(3) Assets invested by third parties in mutual funds and non-controlling investments real estate fully consolidated by SCOR
(4) Fair value less carrying value of real estate investments excluding amounts of EUR 7 million attributable to third party investors (5) Real estate financing related to real estate investments (buildings owned for investment) excluding amounts of EUR 53 million attributable to third party investors
| As at 31 December 2013 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Management | Funds | ||||||||||||
| classification | Fixed | Real | Other invest |
Total invested |
withheld and |
Total | Accrued | Technical | Total IFRS classifi |
||||
| Cash | income | Loans | Equities | estate | ments | assets | other | investments | interests | items | cation | ||
| IFRS Classification | .(1) | ||||||||||||
| In EUR million | |||||||||||||
| Real estate | |||||||||||||
| investments | 861 | 861 | 861 | 861 | |||||||||
| Equities | 57 | 47 | 343 | 126 | 161 | 734 | 734 | - | 734 | ||||
| Fixed income | 10,893 | 334 | - | 2 | 11,229 | 11,229 | 104 | 11,333 | |||||
| Available-for-sale | |||||||||||||
| financial assets | 10,950 | 381 | 343 | 126 | 163 | 11,963 | 11,963 | 104 | 12,067 | ||||
| Equities | - | - | 108 | 214 | 322 | 322 | - | 322 | |||||
| Fixed income | 46 | - | - | - | 46 | 46 | 1 | 47 | |||||
| Investments at | |||||||||||||
| fair value | |||||||||||||
| through income | (2) | 46 | - | 108 | - | 214 | 368 | - | 368 | 1 | - | 369 | |
| Loans and receivables |
605 | 94 | 699 | 8,181 | 8,880 | 1 | 8,881 | ||||||
| Derivative | |||||||||||||
| instruments | - | - | 94 | 94 | |||||||||
| TOTAL INSURANCE |
|||||||||||||
| BUSINESS | |||||||||||||
| INVESTMENTS | 11,601 | 475 | 451 | 987 | 377 | 13,891 | 8,181 | 22,072 | 106 | 94 | 22,272 | ||
| Cash and cash | |||||||||||||
| equivalents TOTAL |
1,514 | 1,514 | 1,514 | 1,514 | |||||||||
| INSURANCE | |||||||||||||
| BUSINESS | |||||||||||||
| INVESTMENTS | |||||||||||||
| AND CASH AND | |||||||||||||
| CASH EQUIVALENTS |
1,514 | 11,601 | 475 | 451 | 987 | 377 | 15,405 | 8,181 | 23,586 | 106 | 94 | 23,786 | |
| Less third parties | .(3) | ||||||||||||
| interests | (43) | (107) | (90) | (103) | (343) | (343) | |||||||
| Direct real estate | .(4) | ||||||||||||
| unrealized gains | |||||||||||||
| and losses Direct real estate |
106 | 106 | 106 | ||||||||||
| debt | .(5) | (251) | (251) | (251) | |||||||||
| Cash | |||||||||||||
| payable/receivable | (11) | (11) | (11) | ||||||||||
| TOTAL MANAGEMENT |
|||||||||||||
| CLASSIFICATION | 1,460 | 11,494 | 385 | 451 | 739 | 377 | 14,906 | 8,181 | 23,087 |
(1) Including Atlas cat bonds, mortality swap and FX derivatives
(2) Other Loans and Receivables excluded from invested assets are certificates of deposit (CDs) maturing in more than three months and less than twelve months included
in short-term investments as well as infrastructure loans and real estate loans in addition with funds withheld.
(3) Assets invested by third parties in mutual funds and non-controlling investments real estate fully consolidated by SCOR (4) Fair value less carrying value of real estate investments excluding amounts of EUR 6 million attributable to third party investors
(5) Real estate financing related to real estate investments (buildings owned for investment) excluding amounts of EUR 60 million attributable to third party investors
For a detailed calculation of the management cost ratio refer to the table below:
| As at 31 December | ||||||
|---|---|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 | |||
| .(1) Total expenses as per profit & loss account |
(607) | (565) | (556) | |||
| .(2) Unallocated loss adjustment expenses (ULAE) |
(42) | (34) | (32) | |||
| Total management expenses | (649) | (599) | (588) | |||
| Investment management expenses | (40) | 36 | 30 | |||
| Total expense base | (609) | (563) | (558) | |||
| Corporate finance | 1 | 4 | 7 | |||
| Amortization | 34 | 31 | 27 | |||
| Non controllable expenses | 10 | 9 | 24 | |||
| Total management expenses (for cost ratio calculation) |
(564) | (519) | (500) | |||
| Gross written premiums | 11,316 | 10,253 | 9,514 | |||
| GROUP COST RATIO | 5.0% | 5.1% | 5.3% |
(1) Total expenses are investment management expenses, acquisition and administrative expenses and other current operating expenses as presented in Section 20 – Financial information concerning the issuer's assets and liabilities, financial position and profits and losses
(2) ULAE are part of gross benefits and claims paid
Return on equity is based on the Group's share of net income divided by average shareholders' equity (calculated as shareholders' equity at the beginning of the period adjusted for the effect of all movements during the period, pro-rata temporis).
| As at 31 December | ||||||||
|---|---|---|---|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 | |||||
| Consolidated net income – Group share | 512 | 549 | 418 | |||||
| Opening shareholders' equity - Group share | 4,940 | 4,800 | 4,400 | |||||
| Weighted consolidated net income | (1) | 256 | 227 | 209 | ||||
| Payment of dividends | (2) | (154) | (148) | (128) | ||||
| Weighted increase in capital | (2) | (6) | 8 | 3 | ||||
| Effect of changes in foreign exchange rates | (1) (3) |
97 | (39) | 25 | ||||
| Revaluation of assets available for sale and others | (1) | 63 | (16) | 97 | ||||
| Weighted average shareholders' equity | 5,196 | 4,832 | 4,606 | |||||
| ROE | 9.9% (3) | 11.4% (3) | 9.1% (3) |
(1) Pro-rata of 50%: linear acquisition throughout the period in 2012 and 2014, Generali U.S. impact pro-rata temporis in 2013
(2) Considers time weighted transactions based on transactions dates
(3) The ROE calculation method was adjusted to take into account material foreign exchange rates movements that do not occur evenly through the reporting period. A daily weighted average is applied for the currency or currencies that experienced such movements and simple weighted average is applied for the other currencies. The ratios previously reported in the 2013 Registration document were 11.5% and 9.1% for 2013 and 2012, respectively.
For a detailed calculation of the combined ratio refer to the table below:
| As at 31 December | |||
|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 |
| Gross earned premiums | 4,775 | 4,777 | 4,500 |
| Ceded earned premiums | (488) | (521) | (437) |
| Net earned premiums | 4,287 | 4,256 | 4,063 |
| Gross benefits and claims paid | (2,788) | (2,967) | (2,833) |
| Ceded claims | 167 | 237 | 177 |
| Total net claims | (2,621) | (2,730) | (2,656) |
| Loss ratio | 61.1% | 64.1% | 65.5% |
| Gross commission on earned premiums | (1,068) | (1,035) | (956) |
| Ceded commission | 49 | 52 | 49 |
| Total net commissions | (1,019) | (983) | (907) |
| Commission ratio | 23.8% | 23.1% | 22.3% |
| Total technical ratio | 84.9% | 87.2% | 87.8% |
| Acquisition and administrative expenses | (191) | (178) | (176) |
| Other current operating expenses | (37) | (49) | (44) |
| Other income and expense excluding revenues associated | |||
| with financial reinsurance contracts | (52) | (56) | (39) |
| Total P&C management expenses | (280) | (283) | (259) |
| Total P&C management expense ratio | 6.5% | 6.7% | 6.3% |
| TOTAL COMBINED RATIO | 91.4% | 93.9% | 94.1% |
For a detailed calculation of the life technical margin refer to the table below:
| As at 31 December | |||
|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 |
| Gross earned premiums | 6,363 | 5,401 | 4,867 |
| Ceded earned premiums | (659) | (591) | (531) |
| Net earned premiums | 5,704 | 4,810 | 4,336 |
| Net technical result (1) | 247 | 202 | 158 |
| Interest on deposits net | 158 | 155 | 178 |
| Technical result | 405 | 357 | 336 |
| LIFE TECHNICAL MARGIN (1) | 7.1% | 7.4% | 7.7% |
(1) The technical result calculation method was adjusted to include revenues from Life reinsurance contracts that do not transfer significant reinsurance risk (presented in the investment income line of the 2013 Registration Document). The ratios previously reported in the 2013 Registration Document were 7.3% and 7.7% for the years ended December 31, 2013 and 2012, respectively. The net technical results previously reported in the 2013 Registration Document were EUR 199 million and EUR 156 million for the years ended December 31, 2013 and 2012, respectively.
<-- PDF CHUNK SEPARATOR -->
| 10.1 | Capital | 102 |
|---|---|---|
| 10.2 | Cash flow | 102 |
| 10.3 | Borrowing conditions and financing structure |
102 |
| 10.4 | Restrictions on the use of capital | 103 |
| 10.5 | Sources of financing relating to future investments by the Company and to its property, plant and equipment |
103 |
Refer to Section 20.1.5 – Consolidated statement of changes in shareholders' equity and Section 20.1.6 – Notes to the consolidated financial statements, Note 12 – Cash and cash equivalents and cash flows and Note 13 – Information on share capital, capital management, regulatory framework and shareholders' equity.
On 2 February 2011, SCOR issued CHF 400 million perpetual subordinated notes. On 11 May 2011, the placement was increased by CHF 250 million, as described in Section 20.1.6 – Notes to the consolidated financial statements, Note 14 – Financial debt.
On 27 September 2012, SCOR re-purchased the entire tranche of its EUR 50 million perpetual subordinated Notes.
On 8 October 2012, SCOR issued CHF 315 million perpetual subordinated notes, as described in Section 20.1.6 – Notes to the consolidated financial statements, Note 14 – Financial debt.
On 30 September 2013 SCOR issued CHF 250 million perpetual subordinated notes, as described in Section 20.1.6 – Notes to the consolidated financial statements, Note 14 – Financial debt.
On 20 December 2013, following the authorization granted by SCOR's shareholders in April 2013, SCOR arranged a new contingent capital facility with UBS, as described in Section 20.1.6 – Notes to the consolidated financial statements, Note 13 – Information on share capital, capital management, regulatory framework and shareholders' equity. This equity line facility replaced, as at 1 January 2014, the previous contingent capital facilities which had ended on 31 December 2013. Under this new EUR 200 million arrangement, SCOR raised its protection by EUR 50 million.
In addition to this, during 2014 and 2013, SCOR actively managed its liabilities, providing liquidity to its outstanding debts by acquiring a total face value of USD 10 million at an average price below 93% to par, and a total face value of USD 46 million at an average price below 90% to par, respectively.
On 1 October 2014 SCOR issued EUR 250 million perpetual subordinated notes, as described in Section 20.1.6 – Notes to the consolidated financial statements, Note 14 – Financial debt.
On 24 October 2014 SCOR issued CHF 125 million perpetual subordinated notes, as described in Section 20.1.6 – Notes to the consolidated financial statements, Note 14 – Financial debt.
Refer to Section 20.1.4 – Consolidated statements of cash flows and Section 20.1.6. - Notes to the consolidated financial statements, Note 2 – Segment information for an analysis of the main cash flow statement items.
Refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 8 – Derivative instruments.
Refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 12 – Cash and cash equivalents and Cash Flows for information on the Group's cash positions.
Refer to Section 20.1.6 – Notes to the consolidated financial Statements, Note 14 - Financial debts for a description of the financial debts of the Group.
Refer to Section 19 – Related party transactions.
The Group has been granted credit facilities from several companies of the banking sector to guarantee the reinsurance activities of various subsidiaries for a global issued amount of USD 3.5 billion as at 31 December 2014. These last credit facilities are stand-by letters of credit that the banking counterparty agrees to issue in the form acceptable to the American National Association of Insurance Commissioners (NAIC) or other appropriate regulatory body. The Group aims at reducing the portion of those credit facilities which is collateralized and regularly adapt and renews those facilities successfully with banks to support the business needs.
On 30 September 2013, SCOR entered into a bridge loan agreement with BNPP and Deutsche Bank in the amount of USD 228 million to finance the acquisition of Generali U.S. This short-term financing facility was repaid in full early during the first quarter of 2014.
The Group actively monitors the liquidity of its balance sheet and has decided not to renew its overdraft credit facility of EUR 150 million, effective 31 December 2014.
Refer to Section 20.1.6 – Notes to the consolidated financial Statements, Note 14 – Financial debts for a description of the subordinated loans and bonds issued by SCOR, including any reimbursements that occurred during the year.
FINANCIAL LEVERAGE
As at 31 December 2014, the Group's financial leverage was 23.1% as compared to 21.2% at 31 December 2013. This ratio is calculated as the percentage of subordinated debt (1) compared to total shareholders' equity plus subordinated debt.
SCOR uses real estate and other financial debt mainly for real estate financing and general corporate purposes. Operational leverage is subject to asset and liability matching with little to no risk that the assets will be insufficient to service and settle the liabilities. Debt used for operational leverage is treated as operational debt and excluded by the rating agencies from financial leverage calculations. SCOR's debt positions are non-recourse, the debtors' claims are limited to assets underlying the financing. As at 31 December 2014, real estate financing and other financial debt amounted to EUR 469 million and EUR 20 million, respectively (31.12.2013: EUR 497 million and EUR 177 million, respectively). This includes the real estate debt of MRM S.A. (company acquired by SCOR on 25 May 2013, refer to 20.1.6.3 - Acquisitions and disposals) in the amount of EUR 132 million (EUR 181 million as at acquisition date).
Refer to Section 4.3.1 with respect to the risk related to letters of credit granted by SCOR to cedents which require a 100% collateral in case of non-compliance with financial covenants or in case of a decrease in the Group's financial strength rating. However, SCOR makes efforts to limit collateral requirements related to financial covenants or the Group's financial strength rating in its letters of credit facilities. For information on regulatory restrictions on the use of capital, refer to Section 5.1.4.2 – Legal form and applicable legislation and to Section 20.1.6 – Notes to the Consolidated financial statements, Note 13 – Information on share capital, capital management, regulatory framework and shareholders' equity.
Until 8 August 2012, SCOR Switzerland AG was subject to certain specific reporting requirements stipulated by the Swiss Financial Market Supervisory Authority ("FINMA") as per the decree of 1 April 2010. As at 8 August 2012 these specific reporting requirements were fully revoked and only the regulatory requirements are to be observed by SCOR Switzerland AG.
In addition, the Group and its companies are subject to certain financial covenants (minimum net worth requirements and maximum debt levels) under the terms of certain stand-by letter of credit agreements. Non respect of said covenants might lead to an increase in the percentage of required collateralization.
While maintaining strict respect of the criteria defined by its strategic plan, SCOR will continue to consider any available and appropriate sources of financing to ensure continued achievement of its strategy.
(1) The calculation of the leverage ratio excludes accrued interest from debt and includes the swaps effect related to the CHF 650 million, CHF 315 million and CHF 250 million subordinated debt issuance.
| 11.1 | Research and development activities |
||
|---|---|---|---|
| 11.2 | Information technologies | 107 |
Biometric risks such as mortality, longevity, disability and long-term care are at the heart of underwriting in Life reinsurance. Since these risks are subject to shocks and various trends, SCOR Global Life closely monitors their current developments in five Research & Development ("R&D") Centers:
The Centers have entered into many scientific partnerships over the years, the current ones being with: the Assmann Foundation on cardiovascular diseases (EUR 100 000 annually), the Erasmus University over the incidence impact of cancer screening programs (EUR 45 000 over 2 years ending in 2015) and the Pierre et Marie Curie University at the Pitié-Salpêtrière Hospital over HIV developments (EUR 30 000 annually).
The R&D Centers are part of SCOR Global Life's range of services: analyses and risk projections produced by the Centers are used by SCOR Global Life's teams to advise their clients on the implementation and monitoring of their life and health insurance products.
The Centers provide input at the product development stage, giving advice on definitions, underwriting standards, pricing and reserving. They contribute to the monitoring of biometric risks by carrying out experience studies on portfolio data and by undertaking prospective risk modeling.
The R&D Centers report to the Head of Actuarial & Underwriting of SCOR Global Life. Their employees are based in Paris, Cologne, Dublin and Singapore and are active worldwide, responding to requests from the local teams in charge of business development and client relationships.
At the forefront of the risk modeling field, particularly extreme risks in Life and Non-Life businesses, the Group devotes considerable resources to fundamental research and the promotion of scientific risk management techniques in various disciplines. As well as prize-winning internal research projects, conducted with the assistance of students from renowned schools and universities, SCOR has signed partnership agreements with the following institutions:
Alongside these partnership agreements, the Group develops scientific research in the field of risks through sponsorship operations conducted by its corporate foundation, the SCOR Corporate Foundation for Science.
SCOR also organizes Actuarial Awards in Europe (Germany, France, Italy, Spain and Portugal, Switzerland and the United Kingdom), and in Asia (Singapore). The Group places great importance on the development of actuarial science in Europe and each year rewards the best academic papers in the field of actuarial science with prizes. These prizes are designed to promote actuarial science, to develop and encourage research in this field and to contribute to the improvement of risk knowledge and management. The SCOR Actuarial Awards are recognized as a measure of competence in the insurance and reinsurance industries. The winning papers are selected on the basis of criteria including an excellent command of actuarial concepts, the use of high-quality analysis instruments, and subjects that could have a practical application in the world of risk management.
In addition to the above, scientific risk management techniques are promoted, and knowledge spread, via the following:
SCOR was one of the first reinsurers to implement a uniform global information system. This strategy is reaffirmed each time the Group runs through an integration after a new acquisition. SCOR then aims to rapidly return to a global integrated information system. In the accounting, consolidation and financial reporting domain, SCOR has delivered its global SAP solution, embedding a unique chart of accounts and standard processes, in all its hubs throughout the Group. All accounting teams have been mobilized over the three last years, along with IT, to build this new global finance system at high stakes for SCOR.
The Group's Life and P&C reinsurance global back-office system operates on a custom software package known as "Omega." Omega was designed to allow the tracking of clients and policyholders within the Group, grant online underwriting authorization throughout the world, track premium and claims, analyze the technical profitability of contracts, and perform quarterly closings based on the latest estimated results. The Omega database reflects the current organization of SCOR Global P&C and SCOR Global Life worldwide reinsurance risk portfolios. After an extensive study, the Group has decided to update and improve Omega, thereby capitalizing on its existing strength. The project, which includes technical modernization and development of functional evolutions, has been launched and is expected to complete in 2015.
The focus in 2014 was again on strengthening SCOR's front office applications to improve risk selection, anticipation and reactivity in markets and products, and simulations of results. A number of projects have been commenced in recent years which will continue through 2015. Accounting forecasts are developed from underwriting plans and comparative analysis is produced in standard reports. New reserving and financial modeling tools have been implemented over the last years. Non-Life pricing is closely managed using xAct, the global in-house standard treaty pricing tool, which uses standardized models, and profitability analysis, then providing full visibility into proportional and non-proportional business. The underwriting and pricing process of large industrial or specialty risks is now supported by new inhouse solutions like ForeWriter or Pacman, embedding the SCOR professionals' expertise. Control of exposure to natural catastrophes and pricing has been improved through the ongoing joint development of the Cat Platform with RMS which monitors all liabilities and accumulations through the use and calibration or the model combination deemed as most efficient. In the Life business, the embedded value calculation has been revised and integrated with the internal model. Other front-office solutions have been developed for SCOR Global Life providing underwriting solutions to our clients in different countries. In the US market in particular, new underwriting solutions are proposed to SCOR's Life clients.
The Group continues to work on extending and automating its Asset and Liability Management tool. This internal model will be central in the Solvency II compliance process, in which the information technology group, SCOR IT, is deeply involved.
During the last four years, SCOR also launched a number of projects related to asset management, including the implementation of the SimCorp Dimension market software package, and the deployment of the Cadis market solution for data control and integrity. All investment portfolios of the Group have been centralized in SimCorp Dimension. This same Dimension solution has largely been deployed for front and middle office investment functions.
In 2014, SGI has launched a strategic review. The first achievement has been the outsourcing of middle and back office activities related to asset management to BNP Paribas Securities Services in Q4 2014. This decision aims at leveraging on their expertise in the post-trade execution activities. A specific internal organization and related new procedures have been put in place to monitor the performance and the operational risks of this outsourcing.
The Group is promoting a paperless environment. Internally, global document-sharing processes have been set up for the Life and Non-Life divisions. With its clients, SCOR is able to automatically process claims, reinsurance and financial accounts received electronically in the standard formats edited by ACORD, an association created for the development of e-processing in insurance and reinsurance, without having to re-enter them. The Group is also chairing the Ruschlikon Initiative, launched with the major brokers and reinsurers to develop e-administration in the reinsurance industry.
The SCOR technical environment is based on a secured international network, a consolidated global data center based on a fully replicated outsourced dual site, and a standard workplace deployed everywhere in the world. SCOR has also implemented an ambitious security plan based on stronger physical and logical access controls, data protection, and recovery in the event of any type of disaster.
SCOR IT is playing a key role in implementing the Group's "Green SCOR" policy, and drives a number of elements of this multi-year plan, including data center consolidation, server virtualization, new low-energy desktops and laptops, and reduction in printing. Mobility has again been improved in line with the last standard PC deployment. It is still being enhanced through ongoing developments in line with technological and business needs evolutions, requiring a more permanent connection with the company, and compliance with security standards.
Finally, the IT strategy is aligned with the SCOR business objectives. The mandate of SCOR IT under the past strategic plan has been largely completed with new solutions in the back-office and front-end areas to ensure operational excellence and business development. The new strategic plan, "Optimal Dynamics", has identified new directions for SGP&C, SGL, SGI and the Corporate Functions, which have been analyzed to define the new strategy for the SCOR Information System. This new strategy, launched as part of "Optimal Dynamics", will help in materializing the ambitious "Digital SCOR" program, key initiative for the digital transformation of SCOR.
| 12.1 | Most significant trends in production, sales, inventory, costs, and selling prices since the end of the last financial year |
111 |
|---|---|---|
| 12.2 | Known trends, uncertainties, demands, commitments and events reasonably likely to have a material |
effect on the issuer's prospects 113
SCOR Global P&C announced on 10 February 2015 that it recorded a 2.4% increase in gross written premium to EUR 2.8 billion during the January 2015 renewals.
In an increasingly competitive market environment, SCOR Global P&C has capitalized on the quality of its franchise and the active management of its portfolios, completing January renewals that bear witness to its strong competitive position, as illustrated by the main performance indicators set out below:
The "Optimal Dynamics" business initiatives, along with an approach centered on the needs of its clients across all of their business lines and markets worldwide, allow SCOR Global P&C to benefit from selective portfolio growth while deepening its franchise. SCOR Global P&C notably continues:
In an increasingly competitive market environment, SCOR Global P&C continues to optimize its growth within the constraints of the Group's two targets: solvency and profitability. For 2015, SCOR Global P&C thus expects to achieve gross premium income of around EUR 5.3 billion.
The premiums up for renewal at 1 January represent 70% of the total annual volume of treaty premiums and are distributed between P&C treaties (72%) and Specialty treaties (28%).
The main business line developments at the 1 January 2015 renewals are as follows:
For P&C Treaties: gross premiums increase by 0.9% at constant exchange rates to EUR 2.024 billion.
This slight growth is due to active portfolio management designed to maintain the profitability of underwritten business, particularly in the EMEA region which records a 4% reduction in premiums. This is more than offset by premium volume increases in other regions. In Asia, SCOR Global P&C has strengthened its position not only in China but also in most growing markets, such as South Korea and Malaysia. Share increases and new business with existing clients have supported growth in the Americas, particularly in Canada and the US where the client-focused initiative is bearing fruit.
For Specialty Treaties: gross premiums increase by 6.5% at constant exchange rates to EUR 788 million.
This growth can be seen in most lines of business except engineering, which has been the object of fierce competition on the international markets, and on which SCOR Global P&C has sometimes had to reduce its shares in order to maintain profitability. US nat cat business records volume growth of 3%, notably thanks to successful renewals with global clients as part of the strategic plan initiative, and to SCOR Global P&C's favorable signings on overplaced programs.
The Life reinsurance market, as well as SCOR Global Life's portfolio, is characterized by the dominance of long-term contractual relationships. Over the year 2014, new business pricing has remained, in the vast majority of markets, in line with SCOR's profitability target.
The major part of SCOR Global Life's portfolio consists of pure mortality cover. Moreover, SCOR Global Life does not currently underwrite either variable or fixed annuities. Indeed, SCOR Global Life's Longevity Business area only covers the biometric risk attached to the annuities business.
In the Protection business area, SCOR Global Life continues to offer traditional Life and Health reinsurance products based on proportional or non-proportional risk sharing models, applying SCOR's pricing assumptions to meet the company's profitability target.
Most Protection business is long-term in nature, with a regular flow of opportunities throughout the year. In North America and Europe, SCOR Global Life has managed to maintain or reinforce its competitive position, writing new business with both existing and new clients. In Asia Pacific, the markets are generally characterized by growing economies and continued to display vigorous development in the Life and Health reinsurance businesses.
SCOR Global Life also writes short-term Protection business, in markets and lines in which it is a common practice, for instance in Spain, Italy and the Middle East, and in Group Life and Health reinsurance on a global basis. For short-term business, most of the contracts up for renewal in 2014 as well as new renewable contracts have been underwritten, overall in line with expectations, at pricing levels matching SCOR Global Life's profitability target.
As compared to Protection business, Longevity is still a relatively small line for the life reinsurance market. SCOR Global Life announced its entry into the Longevity business with the finalization of its first transaction in November 2011. SCOR Global Life has since completed several transactions in the UK and the rest of Europe and has been actively participating in the North American market.
In particular, SCOR Global Life has entered in February 2015 into a longevity insurance transaction with Sun Life Assurance Company of Canada (Sun Life). The transaction, which is a first in the Canadian market, covers benefits in payment for pensioners who are members of the Bell Canada pension plan. The risk of these members living longer is transferred from Bell Canada's pension scheme to Sun Life and two reinsurers. The associated liabilities are approximately CAD 5 billion, which makes this transaction one of the largest pension scheme longevity insurance transactions completed globally. SCOR Global Life is assuming a significant portion of this risk. The effective date of the transaction is 1 January 2015.
Thus SCOR Global Life has built a strong global competitive position.
The UK market remains the largest and most active one. While legislative changes introduced in 2014 have resulted in making annuitizing less compelling for pensioners, there is still a large existing stock of pensions and annuities which is expected to continue to generate opportunities. Indeed, 2014 was a record year for the volume of longevity transactions completed in the UK market.
A small number of transactions have also been completed in other countries, and the deal prospecting pricing and structuring is ongoing for potential deals in Continental Europe and North America.
Like Longevity, the Financial Solutions market is lumpy in nature, mostly including one-off deals which are typically dependent on client and market specificities. SCOR Global Life is managing an active pipeline of opportunities across the globe.
In Asia/Pacific markets further growth has been achieved by answering the ongoing demand for capital motivated reinsurance solutions and by providing product development support. Local regulations are also evolving (e.g. in China), with potential implications for this business area.
In the United States, SCOR Global Life has become an active player in XXX-related solutions.
In Latin America, SCOR Global Life has entered into several Financial Solutions transactions with underlying pension funds business.
In Europe, the preparation for Solvency II could prove to be a trigger for solvency and capital management business opportunities.
Not applicable.
Not applicable.
| Board of Directors and Senior Management |
118 |
|---|---|
| Administrative, management, and supervisory bodies and Senior Management conflicts of interest |
133 |
In accordance with European law governing Societas Europaea and applicable French law, the principal responsibility of the Board of Directors is to determine the guiding principles of the Company's business plan and strategy and to monitor their application. The Chairman and Chief Executive Officer (Président et Directeur Général) of SCOR SE has full executive authority to manage the business of the Company, subject to the prior authorization of the Board of Directors or the Company's shareholders for certain decisions as required by law pursuant to the Company's bylaws ("statuts").
Under European and French law, the Company's Board of Directors prepares and presents the year-end accounts of the Company to the shareholders and convenes the shareholders' meetings of the Company (the "Shareholders' Meetings"). In addition, the Board of Directors reviews and monitors SCOR's economic, financial and technical strategies. SCOR SE's bylaws provide that the Board of Directors is composed of no fewer than nine and no more than eighteen members. The actual number of Directors may be modified by the shareholders at the Shareholders' Meetings. The Board of Directors cannot by itself increase the number of its members.
The Board of Directors consists of 13 voting members (including one elected employee representative, known as the "Employee Director"). The Employee Director is elected by the employees of the Company and of its subsidiaries in a two round election on a simple majority basis. The elected candidate is then proposed by the Board of Directors to be appointed by the Shareholders' Meeting. Once appointed by the Shareholders' Meeting, the Employee Director has the same rights and obligations as the other members of the Board of Directors (including the right to vote on any decision of the Board of Directors).
Under SCOR SE's bylaws, each director must own at least one Ordinary Share for the duration of his or her entire term of office. Under French law, a director may be an individual or a legal entity for which an individual is appointed as permanent representative, except for the Chairman, who must be an individual. Pursuant to article L. 225-20 of the French Commercial Code, the permanent representative of a legal entity is subject to the same conditions, obligations and civil and criminal liabilities as if he or she were director in his or her own name, without prejudice to the joint and several liability of the legal entity he or she represents. 12 of the 13 members of the Board of Directors are individuals and 1 director, Malakoff Médéric Group, is a corporation (represented by Guillaume Sarkozy as permanent representative).
The term of the office of the directors appointed or renewed from 25 April 2013 inclusive, such as set forth in SCOR SE's bylaws shall not exceed four years. Under SCOR SE's bylaws, directors may hold office until the age of 77. A Director reaching the age of 77 while in office has to retire at the expiration of the term of his or her office, as determined at the Shareholders' Meeting. Non-employee directors are elected by the shareholders and serve until the expiration of their respective term, or until their resignation, death or removal, with or without cause, by the shareholders. Vacancies on the Board of Directors may, under certain conditions, be filled by the Board of Directors, pending the next Shareholders' Meeting.
Directors are required to comply with applicable law and SCOR SE's bylaws. Under French law, Directors are liable for violations of French legal or regulatory requirements applicable to Societas Europaea, violation of a company's bylaws ("statuts") or mismanagement ("faute de gestion"). Directors may be held liable for such actions both individually and jointly with the other directors.
For further information, please refer to the report of the chairman of the Board of Directors in Appendix B of the Registration Document.
The table below lists directors (including the Employee Director), their date of birth, positions with SCOR and principal business activities, the dates of their initial appointment as directors and the expiration dates of their term of office.
1952
(Chairman and Chief Executive Officer)
Professional Address: SCOR SE 5 avenue Kléber 75016 Paris France
country
Chairman and CEO of SCOR SE (France)*
Chairman of the Board: -SCOR Global P&C SE (France) -SCOR Global Life SE (France) - SCOR Global Life Americas Reinsurance Company (f.k.a.-SCOR Global Life U.S. Re Insurance Company) (US) - SCOR Global Life USA Reinsurance Company (US) - SCOR Reinsurance Company (US) - SCOR US Corporation (US) - SCOR Global Life Re Insurance Company of Delaware (f.k.a SCOR Global Life Reinsurance Company of Texas) (US) - SCOR Holding Switzerland AG (Switzerland) - SCOR Services Switzerland AG (Switzerland) - SCOR Switzerland AG (Switzerland)
Supervisory Board: - SCOR Global Investments SE (France)
SCOR Canada Reinsurance Company (Canada)
Director: - BNP Paribas S.A. (France)*
last five years
date of first nomination Expiration of term
November 2017
4
2002
Claude Tendil (1)(2)(4) Lead Independent Director
Date of Birth
25 July 1945
16 July 1944
Address: GENERALI FRANCE 7/9, boulevard Haussmann 75009 Paris France
Professional Address: MACIF 2-4, rue de pied de Fond 79000 Niort France
Other offices (including within SCOR group) held in France or in a foreign country
Chairman of the Board of Directors: - SOCRAM BANQUE
Board of Directors: - OFI Asset Management - Etablissements Maurel & Prom
Chairman of the Board: -Eurecos SL (Spain)
Offices expired during the last five years
Supervisory Board: - Generali Investments SpA (Italy)
Supervisory Board: - Capa Conseil SAS, as MACIF representative
15 May 2017
2003
18 March 2008
Date of Birth
Name
Other offices (including within SCOR group) held in France or in a foreign country
Offices expired during the last five years
date of first nomination Expiration of term
Committee: - SIEM (until June 2014) - SIIL (until June 2014)
of OFI Holding: - on the Board of Directors of OFI Alliance
Partnership Committee: - GIE Partenariat CEMM
Andreas Brandstetter(1)
Professional Address: UNIQA Insurance Group AG Untere Donaustrasse 21 1029 Wien Austria
1969
23 June
Principal Position:
Chairman of the Supervisory Board: - Raiffeisen Versicherung AG - UNIQA International


| Name | Date of Birth |
Other offices (including within SCOR group) held in France or in a foreign country |
Offices expired during the last five years |
date of first nomination |
Expiration of term |
|---|---|---|---|---|---|
| Versicherungs-Holding AG - UNIQA Osterreich Versicherung AG - Sigal UNIQA - Sigal UNIQA Life Vice-Chairman of the Supervisory Board of: - UNIQA Real Estate AG Member of the Supervisory Board of: - Raiffeisen Zentralbank Osterreich AG Managing Director: - UNIQA Versicherungsverein Privatstiftung Member of the Steering Committee of: - Raiffensen Life |
Member of the Supervisory Board of: - CEESEG Aktiengesellschaft - Wiener Börse AG - Claris Vita SpA - UNIQA Protezione SpA - UNIQA Osiguranje d.d. - UNIQA Life Insurance Podgorica - UNIQA pojist'ovna a.s. Managing Director: - Austria Versicherungsverein Beteiligungs-Verwaltungs GmnH |
||||
| Thierry Derez (1)(2) Professional address: COVEA 86, rue Saint Lazare CS 10020 75320 Paris Cedex 09 |
18 February 1957 |
Principal Function: Chief Executive Officer of COVEA Other Functions: France: Chairman of the Board of Directors and Chief Executive Officer of: - La Garantie Mutuelle des Fonctionnaires - MAAF Assurances Chairman of the Board of Directors of: - Assurances Mutuelles de France - Covéa Coopérations - GMF Assurances - MAAF Assurances SA - MMA IARD - MMA IARD Assurances Mutuelles - MMA Vie - MMA Vie Assurances Mutuelles Director: - GMF Vie Permanent Representative of Assurances Mutuelles de France at the Board of |
France: Chairman of the Board of Directors of: - Azur-GMF Mutuelles d'Assurances Associées Director and Vice Chairman of: - Covéa Ré (Société de Réassurance Mutuelle) Director: - Barrières Frères - Union de Groupe Mutualiste Mutaris Permanent Representative of AZUR GMF Mutuelles d'Assurances Associées at the Board of Directors of: - Assistance Protection Juridique - E-santé - Grands Millésimes de France - La Sauvegarde Permanent Representative of Assurances Mutuelles de France at the Board of Directors of: - Gespré Europe |
25 April 2013 |
2017 |
Juridique
Date of Birth
Charles Gave (1)(2)(4)
28
Name
14 September 1943
Address: GaveKal Research Limited Suite 3101, 31st Floor Central Plaza, 18 Harbour Road Wanchai Hong Kong
Chairman: - Bipiemme Assicurazoni S.p.A. - Bipiemme Vita S.p.A.
Director: - SCOR UK Company Ltd (UK) - SCOR Switzerland AG (Switzerland) - SCOR Holding Switzerland AG (Switzerland) - Zurich Companhia de Seguros Vida SA (Portugal) - Banken Beratungszentrum AG (Switzerland)
CEO GaveKal Research Limited (Hong Kong)
Chairman: -Institut des Libertés
Director: -Grace Financial Limited (Hong Kong)
Offices expired during the last five years
date of first nomination Expiration of term
Chairman: - AME Life Lux - Eurazur
Board: - FINMA (Switzerland)
4 May 2011
Chairman: - Gavekal Research Limited (Hong Kong)
-Marshall-Wace LLP (UK)
| Name | Date of Birth |
Other offices (including within SCOR group) held in France or in a foreign country |
Offices expired during the last five years |
date of first nomination |
Expiration of term |
|---|---|---|---|---|---|
| Kevin J. Knoer (4) (Employee director) Professional Address: SCOR Reinsurance Company 199 Water St., New York, USA |
9 March 1957 |
Principal Position: Senior property underwriter for SCOR Business Solutions |
N/A | 3 May 2012 |
2016 |
| Malakoff Médéric Group (1)(3) (represented by Guillaume Sarkozy as permanent representative) Professional Address: Groupe Malakoff Médéric 21 rue Laffitte 75317 Paris cedex 9 France |
18 June 1951 |
Principal Position: Chief Executive Officer of Malakoff Médéric Group (France) Other positions: France: Chief Executive Officer: - Malakoff Médéric Assurances SA Chairman of the Board of Directors: - Viamédis SA - Quatrem SA - Auxia SA - Auxia assistance SA - Fédéris Gestion d'actifs SA Permanent Representative of Malakoff Médéric Prévoyance to the Board of Directors: - OPCI Vivaldi Director & Chairman of the Executive Committee: - SI2M |
France: Chairman of the Board: - Malakoff Médéric Assurances SA -Médéric Epargne SA Chairman of the Board of Directors: - Malakoff Médéric Innovation SAS - Holding FGA SAS - Le Monde Prévoyance SAS - Sévriena 2 Director: - Banque d'Orsay SA - Auxia SA Member of the Supervisory Board: - Fédéris Gestion d'Actifs SA - Société Editrice du Monde SA - Holding Fondateurs SAS (until 23 September 2014) - Holding Accueil Mutuelles SAS (until 23 September 2014) Non-voting director: - Fédéris Gestion d'actifs SA Permanent Representative of Malakoff Médéric Prévoyance to the Board of Directors of: |
15 April 2009 |
2017 |
Director: -Vida Caixa Grupo (Spain)*
| Name | Date of Birth |
Other offices (including within SCOR group) held in France or in a foreign country |
Offices expired during the last five years |
date of first nomination |
Expiration of term |
|---|---|---|---|---|---|
| Guylaine | 10 June | Principal Position: | France | 4 May | 2015 |
| Saucier (1)(2)(3)(4) Professional Address: 1000, rue de La Gauchetière ouest Montréal (Québec) H3B 0A2 Canada |
1946 | Director: - Junex Inc Member of the Supervisory Board: - Wendel SA* |
Director: - Danone SA - Areva SA Out of France Director: - Petro Canada - CHC Helicopter Corporation - AXA Assurances Inc - Bank of Montreal |
2011 | |
| Kory Sorenson (1)(2)(3) Professional Address: 3 rue des Vignes 75016 Paris |
5 December 1968 |
France: Director: - Institut Pasteur Member of the Supervisory Board: - Château Mondot Out of France: Director: - SCOR Global Life Americas Reinsurance Company (US) - SCOR Global Life USA Reinsurance Company (US) - SCOR Reinsurance Company (US) - Uniqa Insurance Group AG (Austria) - Phoenix Group Holdings (UK) |
25 April 2013 |
2015 | |
| Daniel Valot (1)(2)(3)(4) Professional Address: Rue du Lac, 14 1207 Genève Switzerland |
24 August 1944 |
France: Director: - CGG Veritas - Albioma - OHT Out of France: Director: - SCOR Reinsurance Asia Pacific Ltd (Singapore) |
France: Director: - Institut Français du Pétrole - Dietswell* Out of France Director: - Petrocanada (Canada) |
15 May 2003 |
2015 |
| Fields Wicker Miurin (1)(2)(4) Professional Address: 204 Lauderdale Mansions Lauderdale Road London W9 1NQ Great-Britain |
30 July 1958 |
Principal Position: Partner of Leaders' Quest France: Director: - BNP Paribas* |
Out of France: Director: - Savills plc* (UK) - Ballarpur International Graphic Paper Holdings - CDC Group Plc (and Chairman of the Development Committee) (UK) |
25 April 2013 |
2015 |
| Name | Date of Birth |
Other offices (including within SCOR group) held in France or in a foreign country |
Offices expired during the last five years |
date of first nomination |
Expiration of term |
|---|---|---|---|---|---|
| Out of France: Director: - BILT Paper* (and Chairman of the Compensation and Nomination Board and of the CSR Committee) (India) Member: - of the Board of the Batten School of Leadership University of Virginia (USA) - of the Board of HMG Ministry of Justice (UK) |
Member: - of the Board of the King's College London and Chairman of the Audit Committee (UK) Director and Chairman of the Investment Committee: - UK Government, Department of Business (UK) |
||||
| (1) | _________ Member of the Strategic Committee |
14.1.2 BIOGRAPHICAL INFORMATION ON MEMBERS OF THE BOARD OF DIRECTORS
The following list provides biographical information on the directors in office at the date of the Registration Document.
Denis Kessler, a French citizen, is a graduate of HEC business school (Ecole des Hautes Etudes Commerciales) and holds a PhD in economics and advanced degrees in economics and social sciences. 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 the Group as Chairman and Chief Executive Officer on 4 November 2002.
Claude Tendil, a French citizen, began his career at the Union des Assurances de Paris in 1972. He joined the Drouot Group in 1980 as Chief Operating Officer; he was promoted in 1987 to Chief Executive Officer, and in 1987 was 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 Insurance, 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 the Chairman and Chief Executive Officer of the Generali Group in France from April 2002 to October 2013, when he became Chairman of the Board of Directors. He is also Chairman of the Europ Assistance Group since March 2003.
Gérard Andreck, a French citizen, was Chairman of the MACIF Group between June 2006 to June 2014. Prior to his election as the Chairman of the Board, he held the position of the Chief Executive Officer of the Group since June 1997. Mr. Andreck has a deep interest in the mutual company and insurance sector, and he served as President of CJDES (Centre des Jeunes Dirigeants de l'Economie Sociale) from 1991 to 1993 and of CEGES (Conseil des Entreprises, Employeurs et Groupements de l'Economie Sociale) from May 2009 to Decembre 2011. On 1 July 2008, he was appointed Chairman of the Groupement des Entreprises Mututelles d'Assurances (GEMA) for three years. He was reelected in 2011 for 3 years. In November 2010, he was appointed to the Conseil Economique et Social et Environnemental (CESE).
Andreas Brandstetter, an Austrian citizen, received a master`s degree (1992) and a doctoral degree (1994) in Political Science from the University in Vienna. He started his professional career in 1993 in the Federal Chancellery, Republic of Austria, where he served in the office of the Vice-Chancellor. In 1994 he was appointed managing director of the Austrian Peoples Party (ÖVP), in 1995 he became head of the office at the European Union, Brussels, of the Austrian Raiffeisen association. In 1997, Mr. Brandstetter was appointed assistant to the CEO of BARC Insurance Group (later UNIQA), in 2000 General secretary. In 2002, he received an executive MBA from the California State University, Hayward (CSUH/ IMADEC). From 2002 to mid-2011 he was serving as member of the management board of UNIQA Insurance Group, from mid-2011 onwards as CEO in the same group.
Thierry Derez, a French citizen, was a lawyer practicing in Paris, before joining the insurance group AM-GMF in 1995, first as Deputy Chief Executive Officer of GMF and then as Chairman and Chief Executive Officer of Assurances Mutuelles de France and of GMF in 2001 and as Chairman and Chief Executive Officer of the group AZUR-GMF in September 2003. He is currently Chairman of the Board of Directors of Assurances Mutuelles de France, of GMF Assurances and Chairman and Chief Executive Officer of Garantie Mutuelle des Fonctionnaires (GMF). He was appointed as director of MAAF Assurances in November 2004, became its Chairman and Chief Executive Officer in June 2005 and Chairman of MAAF Assurances SA. Since June 2007, he has been the Chairman of the Board of Directors of MMA IARD Assurances Mutuelles, MMA IARD, MMA Vie Assurances Mutuelles, MMA Vie, MMA Coopérations (which became Covéa Coopérations in 2012). Since 2008, he has been Chairman and Chief Executive Officer of Covéa.
Peter Eckert, a Swiss citizen, has an international experience in risk management, insurance and life insurance, asset management, banking and technologies. He was member of the Group Executive Board (1991-2007) and Chief Operating Officer (2002-2007) of Zurich Financial Services, member of the Swiss Federal Banking Commission EBK between 1 July 2007 and 31 December 2008, and Deputy Chairman of the Board of the new Swiss Financial Market Supervising Authority (FINMA) from 1 January 2008 to 31 December 2008. From 1 January 2009 until 14 November 2011, he was Chairman of the bank Clariden Leu and from 10 January 2012 until 31 March 2012, he was appointed by the FINMA as an agent with executive authority of the insurer CPT at Berne (Switzerland).
Charles Gave, a French citizen, has been researching tactical asset allocation for over forty years. In 1974, after three years as a financial analyst with a French investment bank, he created CECOGEST, an independent research firm through which he serviced a wide portfolio of clients across the world for 12 years. In 1986, Charles Gave stepped away from pure research to move into money management: he co-founded Cursitor-Eaton Asset Management where he was in charge of investment policy and managed over 10 billion US dollars of institutional money on a global asset allocation mandate. Cursitor was sold in 1995 to Alliance Capital which Charles finally left in 1998 to create GaveKal where he currently serves as Chairman. Today, he is a member of the board of directors of Grace Financial and the Chairman of the Institute of Liberties (Institut des Libertés) in Paris. He holds a DESS in Economy (Toulouse) a degree from IEP (Toulouse) and a MBA from the New York University.
Kevin J. Knoer, an American citizen, has 33 years of insurance experience, including risk control & engineering and industrial risk underwriting. He holds a Bachelor of Science degree and an MBA and has served as a submariner in the United States Navy. Since joining SCOR in 1996, he has held various Treaty and Facultative Underwriting positions in the United States. From 2007 to 2010, he was the Deputy Regional Manager for SCOR Business Solutions (SBS) in Asia/Pacific. He is currently a Vice President/Senior P&C Underwriter for SBS in New York.
Guillaume Sarkozy, a French citizen, is an engineer by training and a graduate of the Ecole Spéciale des Travaux Publics (ESTP) in 1974. He began his professional career in 1974 at the Office of Public Safety in the Ministry of the Interior, before joining IBM France as a large corporate accounts manager from 1977 to 1979. From 1979 to 2005, he has been a company leader in the textile industry. Until June 2006, Guillaume Sarkozy exercised a number of responsibilities at the head of professional associations and acquired real expertise in social protection, in particular, in the 'French Textile Industries' Union (1993-2006), the Industrial Federations Group (2004-2006), CNPF (1994-1998), MEDEF (2000-2006), CNAV (1994-1998), CNAM (2004-2005), Conseil Economique et Social (2004-2006) and he was a member of the "Haut Conseil pour l'Avenir de l'Assurance Maladie" (2004-2013). He joined Médéric Group in June 2006 and was appointed Group General Manager on 1 September 2006. Then he was appointed Group General Manager of Malakoff Mederic Group in July 2008 with the merger of the Groups Médéric & Malakoff.
Guylaine Saucier, a Canadian citizen, is a graduate of the École des Hautes Études Commerciales, Fellow of the Institute of Chartered Accountants (F.C.A.) and Fellow of the Institute of Corporate Directors. She was Chairman and Chief Executive Officer of the Gérard Saucier Group, a company specializing in forestry products. She sat on the board of directors of many major corporate entities, including la Banque de Montréal, Areva and Petro Canada. She currently sits on the supervisory board of Wendel. In the past, she has chaired the Joint Committee on Corporate Governance (CICA, CDNX & TSX), created in 2000, acted as Chairman of the Board of Directors of CBC/Radio-Canada and as Chairman of the "Institut canadien des comptables agréés". She was also the first woman to serve as President of the Quebec Chamber of Commerce. She became a Member of the Order of Canada in 1989 and a Fellow of the Institute of Corporate Directors in 2004, received the 25th McGill University Management Prize in 2005 and obtained the professional qualification of ICD.D from the Institute of Corporate Directors in 2010.
Kory Sorenson, a British citizen born in the United States, made her career in finance, devoting the last fifteen years exclusively to the management of capital and risk in insurance companies and banking institutions. She held the position of Managing Director, Head of Insurance Capital Markets at Barclays Capital in London, where her team conducted innovative transactions in capital management such as the launch of the first private and renewable securitizations. She also conducted mergers and acquisitions, as well as transactions in equity, hybrid capital, debt and risk management for insurance companies. She previously led teams in charge of insurance at Credit Suisse and financial institutions debt at Lehman Brothers for Germany, Austria and the Netherlands. She began her career in investment banking at Morgan Stanley and in the financial sector at Total SA. She speaks fluent French and holds a Masters from the Institut d'Etudes Politiques de Paris, a Masters in Applied Economics from the University of Paris Dauphine and a BA in Political Science and Econometrics with honors from the American University in Washington DC. In addition to her role at SCOR, Kory Sorenson is a director of Phoenix Group Holdings in the UK, Uniqa Insurance Group AG in Austria and the Institut Pasteur in France.
Daniel Valot, a French citizen, former student of the Ecole Nationale d'Administration and Counsellor to the French Accounting Office (Cour des Comptes), was also in particular Technical Cooperation Counselor to the French Embassy in Tunisia, Managing Director of Total South East Asia, Chairman and CEO of Total Petroleum North America, Chief Executive Officer of Total Exploration Production, then Chairman and Chief Executive Officer of Technip SA from September 1999 until 27 April 2007.
Fields Wicker-Miurin, an American and British citizen, has degrees from the Institut d'Etudes Politiques de Paris, the University of Virginia and the Johns Hopkins University. Fields Wicker-Miurin began her career in banking, before joining Strategic Planning Associates (now Oliver Wyman) as a senior partner where she was the main advisor to Lloyd's of London. In 1994, she became Chief Financial Officer and Director of Strategy of the London Stock Exchange where she led the restructuring of the LSE and the London equity markets. She was subsequently a member of the Nasdaq Technology Advisory Council, the Panel of Experts advising the European Parliament on financial markets harmonization, and the board of the UK Department of Business, where she chaired the investment committee responsible for all government subsidies to business. In 2002, she was one of the founders of Leaders' Quest, a global social enterprise that works with leaders from all sectors of society and from around the world interested in responsible and relevant leadership. In 2007 she was awarded the OBE - Officer of the British Empire. She is also a director of BNP Paribas and BILT Paper, and is a member of the ministerial board of the UK Ministry of Justice.
The Chief Executive Officer (Président et Directeur Général) has full executive authority to manage the business, subject to the prior authorization of the Board of Directors or the shareholders for certain decisions as required by law. The Chief Executive Officer has authority to act on the Group's behalf and to represent SCOR in dealings with third parties, subject only to those powers expressly reserved by law to the Board of Directors or the shareholders. The Chief Executive Officer determines, and is responsible for, the implementation of SCOR's goals, strategies and budgets, which are reviewed and monitored by the Board of Directors.
The Board of Directors has the power to appoint and remove, at any time and with or without cause, the Chief Executive Officer, as well as to appoint separate persons to hold the positions of Chairman of the Board (Président du Conseil d'administration) and Chief Executive Officer (Président et Directeur Général). Upon a proposal made by the Chief Executive Officer, the Board of Directors may also appoint a Deputy Chief Executive Officer (Directeur Général Délégué) to assist the Chief Executive Officer in managing the business.
The Executive Committee is composed of executive officers of the Company and of its subsidiaries. It is responsible for implementing the strategy defined by the Board of Directors, under the Chief Executive Officer's authority.
The following table sets forth the executive officers who comprise the Executive Committee at the date of the Reference Document or who comprised the Executive Committee in 2014, their ages, their positions with SCOR and the first dates as at which they served as executive officers.
| Executive | ||||
|---|---|---|---|---|
| Name | Age | Current Position | Officer Since | Other Offices |
| Denis Kessler | 62 | Chairman and Chief Executive Officer of SCOR SE |
2002 | Refer to Section 14.1.1 - Information concerning the Members of the Board of Directors. |
| Paolo De Martin | 45 | Chief Executive Officer of SCOR Global Life |
2007 (1) | Director: SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Holding (Switzerland) AG (Suisse) SCOR Switzerland AG (Suisse) SCOR Services Switerland AG (Suisse) SCOR Global Life Reinsurance Company of Delaware (US) SCOR Global Life Americas Reinsurance Company (US) SCOR Global Life USA Reinsurance Company (US) Permanent Representative: SCOR Global Life SE at SCOR Properties's Board (France) |
| Benjamin Gentsch | 54 | Deputy Chief Executive Officer of SCOR Global P&C Chief Executive Officer of SCOR Switzerland AG |
2007 (2) | Chairman of the Board of Directors: SCOR Holding (UK) Ltd (UK) SCOR UK Company Ltd (UK) SCOR Brasil Resseguros SA (Brazil) Chairman of the Supervisory Board: SCOR Brasil Participaçoes Ltda (Brazil) Chief Executive Officer: SCOR Switzerland AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland) Director: SCOR Perestrakhovaniye (Russia) (until 1st June 2014) SCOR (UK) Group Ltd (UK) SCOR Lime Street Limited (UK) The Channel Managing Agency Limited (UK) |
| Frieder Knüpling | 45 | Group Chief Risk Officer |
2010 | Chairman of the Board of Directors: SCOR Global Life Reinsurance Ireland Ltd (Ireland) Director: SCOR Financial Services Limited (Ireland) SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Services Switzerland AG (Switzerland) SCOR Switzerland AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland) |
| Mark Kociancic | 45 | Group Chief Financial Officer |
2013 | Director: SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Canada Reinsurance Company (Canada) SCOR Reinsurance Company (US) General Security National Insurance Company (US) General Security Indemnity Company of Arizona (US) SCOR Global Life Americas Holding Inc. (US) SCOR Global Life Americas Reinsurance Company (US) SCOR Global Life Reinsurance Company of Delaware (US) SCOR Global Life USA Reinsurance Company (US) SCOR Life Assurance Company (US) SCOR Life Reassurance Company (US) |
| Gilles Meyer | 57 | Advisor to the CEO of SCOR Global Life (3) |
2006 | Chairman of the Board of Directors: Rehalto (France) Vice Chairman of the Supervisory Board: |
SCOR Global Investments SE (France)
| Name | Age | Current Position | Executive Officer Since |
Other Offices |
|---|---|---|---|---|
| Permanent Representative: SCOR Global Life SE at MUTRE S.A.'s Board (France) |
||||
| Statutory Director: ReMark International BV (The Netherlands) ReMark Group BV (The Netherlands) |
||||
| Director: SCOR Holding (Switzerland) AG (Switzerland) (until 12 May 2014) SCOR Switzerland AG (Switzerland) (until 12 May 2014) SCOR Perestrakhovaniye (Russia) (until 1st June 2014) SCOR Global Life Re Insurance Company of Delaware (US) (until 14 February 2014) SCOR Global Life USA Reinsurance Company (US) (until 14 February 2014) SCOR Global Life Americas Reinsurance Company (US) (until 14 February 2014) SCOR Reinsurance Asia/Pacific PTE Ltd (Singapore) ReMark Japan K. K. (Japan) |
||||
| Simon Pearson | 48 | Deputy Chief Executive Officer of SCOR Global Life |
2014 | Chairman of the Board of Directors: SCOR Financial Services Limited (Ireland) Director: SCOR Africa Ltd (South Africa) SCOR Global Life Reinsurance Ireland Ltd (Ireland) |
| Victor Peignet | 57 | Chief Executive Officer of SCOR Global P&C |
2004 | Chairman of the Board of Directors: SCOR Reinsurance Asia-Pacific Pte Ltd (Singapore) |
| Director: SCOR UK Company Ltd. (UK) SCOR UK Group Ltd. (UK) Blue Star Syndicate Management Limited (UK) The Channel Managing Agency Limited (UK) The Channel Syndicate LLP (UK) SCOR Channel Ltd. (Guernsey) Arisis Ltd. (Guernsey) SCOR Switzerland AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland) SCOR Perestrakhovaniye (Russia) (until 1st June 2014) General Security Indemnity Company of Arizona (US) General Security National Insurance Company (US) SCOR Reinsurance Company (US) SCOR Canada Reinsurance Company (Canada) Finimo Realty Pte Ltd (Singapore) SCOR Reinsurance Company (Asia) Ltd (Hong Kong) SCOR Services International Ltd (Hong Kong) Arope Insurance SAL (Lebanon) Permanent Representative: |
||||
| of SCOR SE at ASEFA S.A.'s Board (Spain). of SCOR Global P&C SE at SCOR Properties' Board (France) |
||||
| Member of the Supervisory Board: SCOR Global Investments SE (France) |
||||
| François de Varenne |
48 | Chief Executive Officer of SCOR Global Investments |
2005 | Chairman of the Board of Directors: SCOR Auber SAS (France) DB Caravelle SAS (France) 5 avenue Kléber SAS (France) SCOR Properties SA (France) MRM (France) SCOR Capital Partners (France)SCOR ILS Fund SA, SICAV-SIF (Luxembourg) SCORLUX SICAV-SIF (Luxembourg) |
| Name | Age | Current Position | Executive Officer Since |
Other Offices |
|---|---|---|---|---|
| Chairman of the Management Board: |
SCOR Global Investments SE (France)
Chairman of the Supervisory Board: Château Mondot (France)
Director:
Presses Universitaires de France (France) Editions Belin (France)
(1) Paolo De Martin was an executive officer of Converium Holdings AG since 2006
(2) Benjamin Gentsch was an executive officer of Converium Holdings AG since 2002
(3) Gilles Meyer was a member of the Executive Committee until 5 November 2014 as Deputy Chief Executive Officer of SCOR Global Life SE
Refer to Section 14.1.2 – Biographical information on the members of the Board of Directors.
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 Asia/Pacific. 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.
Benjamin Gentsch, a Swiss citizen, graduated with a degree in management from the University of Saint-Gall where he specialized in insurance and risk management. From 1986 to 1998, he held several positions at Union Reinsurance Company, where from 1990 to 1998 he directed treaty underwriting in Asia and Australia. In 1998, he joined Zürich Re as head of international underwriting responsible for strengthening the company's position in Asia, Australia, Africa and Latin America. He also supervised the "Global Aviation" reinsurance department and developed its "Global Marine" department. In September 2002, Benjamin Gentsch was appointed Chief Executive Officer of Converium Zürich, then Executive Vice President in charge of Specialty Treaties. In September 2007, he was appointed Chief Executive Officer of SCOR Switzerland and Deputy Chief Executive Officer of SCOR Global P&C.
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 subsidiary, dealing with pricing and valuation. As at 2003, he headed the Corporate Actuarial & Treasury department of the Revios Group. In 2007, Frieder Knüpling has 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 (Group Comex). On 1st October 2012, he was appointed Deputy Group Chief Risk Officer and on 17 January 2014, he was appointed Group Chief Risk Officer. Frieder Knüpling is a fellow of the Deutsche Aktuarvereinigung (DAV) and a Chartered Enterprise Risk Analyst (CERA).
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 Accountant (CA) 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 & Chief Financial Officer in May 2006. He was appointed SCOR Americas Hub CFO in June 2008 and was promoted to Executive Vice President in July 2010. He was appointed Deputy CFO of SCOR Group in October 2012 and in May 2013 became Group Chief Financial Officer.
Gilles Meyer, a dual French and Swiss citizen, holds a degree from a French business school and an MBA from GSBA in Zürich. Gilles Meyer started his career as an underwriter at Swiss Re before managing the facultative department of La Baloise in Basel. After 23 years of experience in facultative and treaty reinsurance, Gilles Meyer was Chief Executive Officer of Alea Europe from 1999 to 2006, where he was in charge of property-casualty reinsurance and Life reinsurance, and was Group Chief Underwriting Officer from 2005 to 2006. He joined the Group in January 2006 and has managed the German-speaking markets of SCOR Global P&C based in Hanover, Basel, and Winterthur. He was named head of Business Unit 1 of SCOR Global Life and a member of the Group Executive Committee in November 2006, then Deputy Chief Executive Officer of SCOR Global Life in September 2007. In February 2008, he was appointed Chief Executive Officer of SCOR Global Life and in January 2014, he became Deputy Chief Executive Officer of SCOR Global Life. In November 2014, he was appointed Advisor to the Chief Executive Officer of SCOR Global Life.
Victor Peignet, a French citizen, a Marine & Offshore Engineer and graduate of the Ecole Nationale Supérieure des Techniques Avancées (ENSTA), 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 2005, he has been the Chief Executive Officer of SCOR Global P&C, which is one of the Group's two operational entities and which manages the Group's Non-Life business worldwide.
Simon Pearson, a British citizen, is a Fellow of the Institute of Actuaries. After graduating in 1987 with an Honours degree in Economics from the University of York Simon started his actuarial career with a mid-sized UK mutual life insurer, NPI. Qualifying as an Actuary in 1992 Simon held a number of actuarial management positions covering pricing & product development, reserving, embedded value & financial reporting. Simon joined the UK life subsidiary of Gerling Global Re in 1999, becoming the Appointed Actuary in 2001. At the beginning of 2004 Simon became the CEO of the UK subsidiary of the newly established Revios. Upon the integration of Revios into SCOR he became a member of the SCOR Global Life senior management team at the end of 2006. In 2008 Simon was promoted to manage SGL's Northern Europe region covering UK, Ireland and Scandinavia. In August 2011 Simon was appointed SGL Head of EMEAA covering Europe, Middle East, Africa and Asia-Pacific. In November 2014, he was appointed Deputy Chief Executive Officer of SCOR Global Life and CEO of SCOR Global Life Europe, Middle East & Africa (EMEA).
François de Varenne, a French citizen, is a graduate of the Ecole 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, a 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 3 September 2007, he was named Group Chief Operating Officer. On 29 October 2008, he was appointed Chief Executive Officer of SCOR Global Investments.
To our knowledge, there are no family relationships between the directors and the members of the Company's senior management.
To our knowledge, during the last five years:
(1) Gilles Meyer was a member of the Executive Committee until 5 November 2014 as Deputy Chief Executive Officer of SCOR Global Life SE
No loans or guarantees have been granted or established in favor of the Directors by SCOR or by any other Group company.
There is no arrangement or agreement concluded with shareholders, clients, suppliers or others pursuant to which any member of the Board of Directors or any member of the senior management of the Company have been appointed.
To our knowledge, there are no conflicts of interest between the duties of the Directors and members of senior management with regard to SCOR and their private interests.
Also refer to Sections 14.1.5 – Negative disclosures about members of the Board of Directors and senior management, 16.4 – Corporate governance regime and 19 – Related party transactions.
| 15.1 | Amount of remuneration paid and benefits in-kind |
136 |
|---|---|---|
| 15.2 | Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year |
|
| 2014 | 145 | |
The approved principles and rules for setting compensation and benefits granted to Board members are provided in Appendix B - Report of the Chairman of the Board of Directors – Part I – Terms and Conditions for preparing and organizing the work of the Board of Directors – (F) Principles and rules states for the determination of compensation and in-kinds benefits for corporate officers.
The Shareholders' Meeting of the Company held on 6 May 2014 resolved that the annual maximum aggregate amount of Directors fees shall not exceed EUR 1,152,000. Upon the proposal of the Compensation and Nomination Committee held on 10 February 2011 and within the limit of this amount, the meeting of the Board of Directors held on 7 March 2011 sets the terms and conditions of the allocation to encourage the attendance of the Directors. It was decided to allocate the directors fees, which are payable to each director, partly in one fixed sum of EUR 28,000 on a quarterly basis payable in fourths and partly based on the effective presence of the relevant directors at the meetings of the Board of Directors and at its Committees, in an amount equal to EUR 2,000 per Board or per Committee meeting at which they are present, except for the Chairman of the Audit Committee who receives an amount equal to EUR 4,000 as special fees for his function. The payment of the directors' fees is made at the end of each quarter. Moreover, the individual independent members of the Board received on 19 January 2015, for 2014, the single sum of EUR 10,000 in Company's shares, that the director commits to keep until the end of his/her appointment. The paid amounts have been properly used to that effect.
| In EUR | 2014 | 2013 | |
|---|---|---|---|
| Mr. Denis Kessler | .(1) | 44,000 | 48,000 |
| Mr. Gérard Andreck | 52,000 | 54,000 | |
| Mr. Andreas Brandstetter | 46,000 | 39,000 | |
| Mr. Thierry Derez | 62,000 | 51,000 | |
| Mr. Peter Eckert | 70,000 | 72,000 | |
| Mr. Charles Gave | 56,000 | 70,000 | |
| Mr. Kevin J. Knoer | 38,000 | 38,000 | |
| Malakoff Médéric Group, represented by Guillaume Sarkozy |
42,000 | 52,000 | |
| Mrs. Guylaine Saucier | 72,000 | 82,000 | |
| Mrs. Kory Sorenson | 70,000 | 51,000 | |
| Mr. Claude Tendil | 70,000 | 68,000 | |
| Mr. Daniel Valot | 78,000 | 80,000 | |
| Mrs. Fields Wicker-Miurin | 68,000 | 49,000 | |
| Mr. Georges Chodron de Courcel | .(2) | NA | 18,000 |
| Mr. Daniel Lebègue | .(2) | NA | 28,000 |
| Mrs. Monica Mondardini | .(2) | NA | 14,000 |
| Mr. Jean-Claude Seys | .(2) | NA | 26,000 |
| TOTAL | 768,000 | 840,000 |
Fees paid to directors for 2014 and 2013 are broken down as follows:
(1) Pursuant to the decision made by the Board of Directors on 21 March 2006, the Chairman and Chief Executive Officer receives directors' fees along with the other members of the Board of Directors of the Company, based on the same conditions for distribution
(2) Directors whose appointment ended at the Annual Ordinary General Meeting of the Shareholders of 25 April 2013
Moreover, certain SCOR directors participate, or have participated, on the Boards of Directors of the Group's subsidiaries and received directors' fees in 2014 and/or 2013 as follows:
| 2014 | 2013 | |||
|---|---|---|---|---|
| SCOR Holding (Switzerland) AG | ||||
| Peter Eckert | CHF | 5,000 | CHF | 5,000 |
| SCOR Switzerland AG | ||||
| Peter Eckert | CHF | 21,000 | CHF | 23,000 |
| SCOR Reinsurance Asia Pacific Ltd | ||||
| Daniel Valot | USD | 12,000 | USD | 9,000 |
| SCOR UK Company Ltd | ||||
| Peter Eckert | GBP | 33,500 | GBP | 32,000 |
| SCOR Reinsurance Company | ||||
| Kory Sorenson | USD | 18,900 | USD | NA |
| SCOR Global Life Americas Reinsurance Company | ||||
| Kory Sorenson | USD | 27,000 | USD | NA |
| SCOR Global Life USA Reinsurance Company | ||||
| Kory Sorenson | USD | 27,000 | USD | NA |
Gross compensation paid in 2014 to the Group Executive Committee members (including the Chairman and Chief Executive Officer) as at 31 December 2014 amounts to EUR 9,159,367 ( 1) . In addition, they were awarded a total number of 445,000 shares and 420,000 stock options in 2014 for a total estimated value of EUR 9,563,450 (2) .
The Board of Directors of SCOR has decided, during the meeting of 12 December 2008, to apply the AFEP (Association of French Private-sector Companies) and MEDEF (French Business Confederation) recommendations of 6 October 2008 on the compensation of Corporate Executive Officers of listed companies to the compensation of the Executive Corporate Officer considering that those are in line with SCOR corporate governance principles.
In application of 3 July 2008 Act implementing the European Union Directive 2006/46/CE of 14 June 2006, SCOR shall thus refer to the AFEP-MEDEF governance code in preparing the report to be issued in accordance with article L. 225- 37 of the French Commercial Code.
In compliance with the AFEP (Association of French Private-sector Companies) and MEDEF (French Business Confederation) recommendation applicable to the Chairman and Chief Executive Officer, there is no employment contract between Mr. Denis Kessler and the Company. Following the recommendation of the Compensation and Nomination Committee on 25 February 2014, the meeting of the Board of Directors on 4 March 2014 decided that the Chairman and Chief Executive Officer:
In accordance with the Group Compensation policy applicable to all Partners within the Group, the variable annual compensation of the Chairman and Chief Executive Officer may benefit, in the event of outperformance, from a multiplier applied to personal (capped to a maximum of 150% of the personal objectives target part) and financial objectives (capped to a maximum of 130% of the financial objectives target part) which will carry the variable annual compensation of the Chairman and Chief Executive Officer to a ceiling of 140% of his variable annual target compensation.
(1) In Section 15.1.2 – Executive Committee members remuneration, the exchange rates used (official average quarterly exchange rates of Q4 2014 of the Registration Document) are: 1 EUR = 1.2029 CHF, 1 EUR = 1.2454 USD and 1 EUR = 0.7903 GBP
(2) The amount corresponds to the IFRS 2 Share-based Payment fair value as described in Section 20.1.6 - Notes to the consolidated financial statements, Note 18 – Stocks options and Share awards
(3) The fixed remuneration of Chairman and Chief Executive Officer has not changed since 1 January 2008
Moreover, the Group policy states that, for participation and strong involvement in the success of specific strategic projects, an additional and exceptional bonus ("Exceptional Contribution Bonus" - ECB) may be granted; the ECB can reach a maximum of 25% of the variable annual compensation of the Chairman and Chief Executive Officer.
The total cash variable annual compensation of the Chairman and Chief Executive Officer may not exceed 165% of his target variable annual compensation about EUR 1,000,000. Therefore, the total cash variable annual compensation of the Chairman and Chief Executive Officer may under no circumstances exceed 137.5% of his fixed annual remuneration.
The variable compensation for any given year will be paid in year n+1, as soon as the financial statements of the Company for such given year are approved by the Board of Directors.
For 2014, the variable compensation of the Chairman and Chief Executive Officer has been determined according to the following objectives:
Pursuant to the decision of the Board of Directors' meeting of 21 March 2006, the Chairman and Chief Executive Officer shall benefit from a specific life insurance subscribed by the Group aimed at covering the risks inherent to the functions of Chairman and Chief Executive Officer for an amount equivalent to three years of fixed and variable compensation.
As the Company representative, the Chairman and Chief Executive Officer is granted with a company car with a shared driver. The insurance, maintenance, fuel and all costs related to the driver are paid by the Company.
In addition, the Chairman and Chief Executive Officer is entitled to the following benefits in kind:
In the case of departure of the Chairman and Chief Executive Officer during financial current year:
In the event of termination of the Chairman and Chief Executive Officer, the benefits he may be allocated would be determined according to the following situations:
The performance condition (C_n), determined by the Board of Directors, upon the recommendation of the Compensation and Nomination Committee, will be met for the current year if at least 3 out of 4 criteria below are fulfilled.
(A) SCOR financial strength by S&P rating must be maintained (minimum) "A" on average over the two prior years;
(B) SCOR Global P&C's net combined ratio must be less than or equal to 102% on average over the two prior years;
(C) SCOR Global Life's technical margin must be higher than or equal to 3% on average over the two prior years;
(D) The SCOR group's ROE must be higher than (or equal to) 300 points above the risk-free rate on average over the two prior years.
The Board of Directors, upon the recommendation of the Compensation and Nomination Committee will observe whether or not the performance conditions have been met.
For more details, see Appendix B – I. Terms and conditions for preparing and organizing the work of the Board of Directors, (F) Principles and rules stated for the determination of compensation and in-kind benefits for corporate officers.
The following table presents a summary of the total compensation including gross compensation, shares and stock options granted to the Corporate Officer for fiscal years 2014, 2013 and 2012:
| In EUR | Gross compensation (details below) |
Value of the shares granted |
.(1) | Value of stock options granted |
.(1) | Total compensation |
|---|---|---|---|---|---|---|
| 2014 | 2,480,000 | 2,606,250 | .(2) | 180,000 | .(2) | 5,266,250 |
| 2013 | 2,562,500 | 2,343,750 | .(2) | 228,000 | .(2) | 5,134,250 |
| 2012 | 2,198,000 | 2,063,750 | .(2) | 387,500 | .(2) | 4,649,250 |
Reminder of the specific award conditions applicable to the Corporate Officer in respect of the principles AFEP/MEDEF: The Board of Directors of 3 April 2007 decided that for all the grants posterior to that date, the Corporate Officer is required to have as registered shares at least 10% of the shares issued from the exercise of stock options granted and at least 10% of the performance and free shares granted until the termination of his duties.
In addition to these conditions specified above, the Board of Directors decided that for all the 2009 grants and following ones, the Corporate Officer is required to retain on the market a number of shares equal to 5% of the of the shares freely assigned to him as soon as these shares may be sold.
The following table presents a summary of the gross compensation of the Corporate Officer for fiscal years 2014, 2013 and 2012:
| Fixed | Variable | Gross | Additional | ||
|---|---|---|---|---|---|
| In EUR | compensation (4) | compensation | Director's fees | compensation | benefits |
| 2014 | 1,200,000 | 1,236,000.(3) | 44,000 | 2,480,000 | Company Car |
| 2013 | 1,200,000 | 1,314,500 | 48,000 | 2,562,500 | Company car |
| 2012 | 1,200,000 | 950,000 | 48,000 | 2,198,000 | Company car |
The following table presents the summary of gross compensation paid to the Corporate Officer during fiscal years 2014, 2013 and 2012:
| In EUR | Fixed compensation (4) |
Variable compensation |
Director's fees | Gross compensation |
Additional benefits |
|---|---|---|---|---|---|
| 2014 | 1,200,000 | 1,314,500 | 44,000 | 2,558,500 | Company Car |
| 2013 | 1,200,000 | 950,000 | 48,000 | 2,198,000 | Company car |
| 2012 | 1,200,000 | 865,500 | 48,000 | 2,113,500 | Company car |
Refer also to Appendix A - Notes to the Corporate financial statements, Note 14 - Compensation of the Corporate Officer.
In accordance with the AFEP/MEDEF corporate governance code of listed corporations, the following tables present for the Executive and Corporate Officer the stock options granted and exercised during the fiscal year as well as the grants and performance shares vested during the fiscal year
(2) Since 2009, 100% of shares and stock options granted are submitted to performance conditions. The value is calculated according to the same assumptions as those used for the Group accounts (IFRS 2 standard). Please refer to the Sections 17.2.2 and 17.2.3 for the details of the shares and stock options granted to the Corporate Officer
(3) The variable annual compensation related to 2014 fiscal year has been determined by the Board of Directors for the President and Chief Executive officer on an overall percentage of achievement for the financial objectives of 97.2% and an overall percentage of achievement for the personal objectives of 150%. This variable annual compensation amount is paid in one instalment in March 2015. For confidential reasons, the percentage of achievement of each objective is not detailed
(4) The fixed remuneration of Chairman and Chief Executive Officer has not changed since 1 January 2008
(1) It should be noted that the figures stated above do not represent paid compensation but correspond to actuarial estimates in line with AFEP/MEDEF governance code for listed companies. These grants are subject to presence conditions and, for some grants, to performance conditions. Please refer to the sections 17.3 of this Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers on 5 March 2014 and 6 March 2013 under number n. D.14-0117 and D.13-0106 for the details of the performance conditions applicable to the shares and stock options granted to the Executive and Corporate Officer
Subscription and share purchase options granted to the Corporate Officer
| Date of plan | Type of options (purchase or subscription) |
Number of options granted during the period |
Valuation of options as per method used in the consolidated accounts In EUR |
Exercise price |
Period of exercise |
|
|---|---|---|---|---|---|---|
| Denis | 20 March | 21/03/2018 to | ||||
| Kessler | 2014 | Subscription | 100,000 .(1) | 180,000 | 25,06 | 20/03/2024 |
Subscription and share purchase options exercised by the Corporate Officer
| Options exercises by the Executive and Corporate Officer (nominative list) |
Number of options exercised during the period |
Date of plan | Exercise price |
|---|---|---|---|
| Denis Kessler | 0 | - | - |
Performance shares granted to the Corporate Officer
| Valuation of | |||||
|---|---|---|---|---|---|
| Performance shares | shares as per | ||||
| granted during the | method used | ||||
| period to the Corporate | in the | ||||
| Officer by the issuer or | Number of shares | consolidated | Date of | ||
| by another company of | granted during the | accounts In | Acquisition | ownership | |
| the Group | Date of plan | period | EUR | date | transfer |
| Denis Kessler | 4 March 2014 | 125,000 .(1) | 2,606,250 | 5 March 2016 | 5 March 2018 |
Performance shares acquired by the Corporate Officer
| Performance share acquired during the period by the Corporate Officer by the issuer or by another company of the Group (nominative list) |
Number of shares granted during the period |
Date of plan | Conditions of acquisition |
|---|---|---|---|
| Requirement of presence at the | |||
| Denis Kessler | 125,000 | 2 March 2010 | company as at 2 March 2012 Performance conditions |
(1) The stock options and performance shares granted to the Corporate Officer in 2014 represent:
a percentage of 0.117% of the share capital;
a percentage of 8.06% compared to the total of 2014 allocations;
a percentage of 52.1% compared to his global remuneration.
The following table presents the gross compensation related to fiscal years 2014, 2013 and 2012 and paid in 2014, 2013 and 2012 to the members of the Executive Committee:
| Members of the Executive Committee - Gross Compensation | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 | 2012 | ||||||
| In EUR | Related to | Paid | Related to | Paid | Related to | Paid | ||
| Benjamin Gentsch | ||||||||
| (Paid in CHF) | .(1) | 926,860 | 948,208 | 949,165 | 893,499 | 892,543 | 836,757 | |
| Frieder Knüpling | 739,880 | 732,970 | 733,000 | 637,160 | 557,160 | 497,432 | ||
| Mark Kociancic (Paid in USD) |
.(2) | 1,191,376 | 1,143,970 | 902,311 | 357,667 | NA | NA | |
| Paolo De Martin | .(3) | |||||||
| (Paid in CHF) | .(1) | 1,804,664 | 1,225,247 | 742,165 | 909,319 | 1,292,576 | 1,291,997 | |
| Simon Pearson (Paid in GBP) |
.(4) | 242,542 | 58,982 | NA | NA | NA | NA | |
| Victor Peignet | 1,733,443 | 1,541,156 | 1,440,788 | 1,306,274 | 1,306,743 | 1,074,563 | ||
| François de Varenne | 938,541 | 950,334 | 949,966 | 863,773 | 864,241 | 797,821 | ||
| Members of the Executive Committee |
7,577,305 | 6,600,867 | 5,717,394 | 4,967,693 | 4,913,263 | 4,498,570 | ||
| Denis Kessler | 2,480,000 | 2,558,500 | 2,562,500 | 2,198,000 | 2,198,000 | 2,113,500 | ||
| Executive Committee | .(5) | 10,057,305 | 9,159,367 | 8,279,894 | 7,165,693 | 7,111,263 | 6,612,070 |
(1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2029 CHF (official average quarterly exchange rates of Q4 2014 of the Registration Document)
(2) Group CFO since 15 May 2013. The compensation is paid in USD, the exchange rate used is: 1 EUR = 1.2454 USD (official average quarterly exchange rates of Q4 2014 of the Registration Document)
(3) Group CFO until 15 May 2013. In sabbatical (not paid) from 1 July 2013 to 6 January 2014. Chief Executive Officer of SCOR Global Life SE since 17 January 2014
(4) Deputy CEO of SCOR Global Life SE since 10 November 2014. The compensation is paid in GBP, the exchange rate used is: 1 EUR = 0.7903 GBP (official average quarterly exchange rates of Q4 2014 of the Registration Document)
(5) Including the Chairman and Chief Executive Officer for whose remuneration details are available in Section 15.1.2.1
The Compensation and Nomination Committee proposes to the Board of Directors the variable compensation attributed to the members of the Executive Committee (other than the Chairman and Chief Executive Officer) in agreement with the Chairman and Chief Executive Officer. The variable portion of the compensation presented in the table below depends, on the one hand, on the achievement of individual objectives and, on the other hand, on the achievement of the Group's earnings objectives, which are based on return on equity (or ROE).
The following table presents the components of the gross compensation for fiscal years 2014, 2013 and 2012 for the members of the Executive Committee (other than the Chairman and Chief Executive Officer).
| Year 2014 | Year 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Variable | |||||||
| Fixed com | com | Premiums/ | Gross com | Fixed com | Variable | ||
| In EUR Benjamin Gentsch |
pensation | pensation | Allowances | pensation | pensation | compensation | |
| (Paid CHF) | (1) | 498,795 | 393,449 | 34 616 (2) | 926,860 | 498,795 | 414,798 |
| Frieder Knüpling | 400,000 | 339,520 | 360 | 739,880 | 400,000 | 332,640 | |
| Mark Kociancic (Paid USD) |
(3) | 639,554 | 542,853 | 8,969 | 1,191,376 | 350,434 | 544,643 |
| Paolo De Martin (Paid CHF) |
(4) (1) |
819,087 | 950,961 | 34 616 (2) | 1,804,664 | 353,313 | 371,544 |
| Simon Pearson (Paid in GBP) |
(8) | 49,361 | 183,561 | 9,620 | 242,542 | NA | NA |
| Victor Peignet | 800,000 | 928,800 (7) | 4,643 | 1,733,443 | 700,000 | 736,121 (6) | |
| François de Varenne | 500,000 | 434,400 | 4,141 | 938,541 | 500,000 | 445,800 |
(1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2029 CHF (official average quarterly exchange rates of Q4 2014 of the Registration Document)
(2) Those allowances cover business expenses
(3) Group CFO since 15 May 2013. The compensation is paid in USD, the exchange rate used is: 1 EUR = 1.2454 USD (official average quarterly exchange rates of Q4 2014 of the Registration Document)
(4) Group CFO until 15 May 2013. In sabbatical (not paid) from 1 July 2013 to 6 January 2014. Chief Executive Officer of SCOR Global Life SE since 17
January 2014 (5) This amount includes an expatriation bonus for 2012
(6) This amount includes an expatriation bonus for 2013
(7) This amount includes an expatriation bonus for 2014
(8) Deputy CEO of SCOR Global Life SE since 10 November 2014. The compensation is paid in GBP, the exchange rate used is: 1 EUR = 0.7903 GBP (official average quarterly exchange rates of Q4 2014 of the Registration Document)
The following table presents the components of the actual gross compensation paid in 2014, 2013, 2012 to the members of the Executive Committee (other than the Chairman and Chief Executive Officer).
| Year 2014 | Year 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| In EUR | Fixed com pensation |
Variable com pensation |
Premiums/ Allowances |
Gross com pensation |
Fixed com pensation |
Variable compensation |
||
| Benjamin Gentsch (Paid in CHF) |
(1) | 498,795 | 414,798 | 34,616 (2) | 948,208 | 498,795 | 359,132 | |
| Frieder Knüpling | 400,000 | 332,640 | 330 | 732,970 | 400,000 | 236,800 | ||
| Mark Kociancic (Paid in USD) |
(3) | 590,357 | 544,643 | 8,969 | 1,143,970 | 350,434 | NA | |
| Paolo De Martin (Paid in CHF) |
(4) (1) |
819,087 | 371,544 | 34,616 (2) | 1,225,247 | 353,313 | 538,698 | |
| Simon Pearson (Paid in GBP) |
(6) | 49,361 | N/A | 9,620 | 58,982 | N/A | N/A | |
| Victor Peignet | 800,000 | 736,513 | 4,643 | 1,541,156 | 700,000 | 601,606 | ||
| François de Varenne |
500,000 | 446 193 | 4,141 | 950,334 | 500,000 | 359,607 |
(1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2029 CHF (official average quarterly exchange rates of Q4 2014 of the Registration Document)
(2) Those allowances cover business expenses
(3) Group CFO since 15 May 2013. The compensation is paid in USD, the exchange rate used is: 1 EUR = 1.2454 USD (official average quarterly exchange
rates of Q4 2014 of the Registration Document) (4) Group CFO until 15 May 2013. In sabbatical (not paid) from 1 July 2013 to 6 January 2014. Chief Executive Officer of SCOR Global Life SE since 17 January 2014
(5) This amount includes a payroll adjustment of CHF 12,000 (EUR 9,963) for the years 2011 and 2010 (6) Deputy CEO of SCOR Global Life SE since 10 November 2014. The compensation is paid in GBP, the exchange rate used is: 1 EUR = 0,7903 GBP (official average quarterly exchange rates of Q4 2014 of the Registration Document)
| Year 2013 | Year 2012 | ||||
|---|---|---|---|---|---|
| Premiums/ Allowances |
Gross compensation |
Fixed compensation |
Variable compensation |
Premiums/ Allowances |
Gross compensation |
| 35,572 | (2) 949,165 |
498,795 | 359,132 | 34,616 (2) | 892,543 |
| 360 | 733,000 | 320,000 | 236,800 | 360 | 557,160 |
| 7,233 | 902,311 | NA | NA | NA | NA |
| 17,308 | (2) 742,165 |
706,626 | 551,168 | 34,783 (2) | 1,292,576 |
| N/A | N/A | N/A | N/A | N/A | N/A |
| 4,668 | 1,440,788 | 700,000 | 602,000 | (6) 4,743 |
1,306,743 |
| 4,166 | 949,966 | 500,000 | 360,000 | 4,241 | 864,241 |
(1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2029 CHF (official average quarterly exchange rates of Q4 2014 of the Registration Document)
(2) Those allowances cover business expenses
(3) Group CFO since 15 May 2013. The compensation is paid in USD, the exchange rate used is: 1 EUR = 1.2454 USD (official average quarterly exchange rates of Q4 2014 of the Registration Document)
(4) Group CFO until 15 May 2013. In sabbatical (not paid) from 1 July 2013 to 6 January 2014. Chief Executive Officer of SCOR Global Life SE since 17 January 2014.
(5) This amount includes an expatriation bonus for 2012
(6) This amount includes an expatriation bonus for 2013 (7) This amount includes an expatriation bonus for 2014
(8) Deputy CEO of SCOR Global Life SE since 10 November 2014. The compensation is paid in GBP, the exchange rate used is: 1 EUR = 0.7903 GBP (official average quarterly exchange rates of Q4 2014 of the Registration Document
| Year 2013 | Year 2012 | |||||
|---|---|---|---|---|---|---|
| Premiums/ Allowances |
Gross compensation |
Fixed compensation |
Variable compensation |
Premiums/ Allowances |
Gross compensation |
|
| 35,572 | (2) | 893,499 | 498,795 | 303,346 | 34,616 (2) | 836,757 |
| 360 | 637,160 | 320,000 | 177,072 | 360 | 497,432 | |
| 7,233 | 357,667 | NA | NA | NA | 0 | |
| 17,308 | (2) | 909,319 | 706,626 | 540,613 | 44,759 (2) (5) | 1,291,997 |
| NA | NA | NA | NA | NA | NA | |
| 4,668 | 1,306,274 | 700,000 | 369,820 | 4,743 | 1,074,563 | |
| 4,166 | 863,773 | 500,000 | 293,580 | 4,241 | 797,821 | |
(1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2029 CHF (official average quarterly exchange rates of Q4 2014 of the Registration Document)
(2) Those allowances cover business expenses
(3) Group CFO since 15 May 2013. The compensation is paid in USD, the exchange rate used is: 1 EUR = 1.2454 USD. (official average quarterly exchange rates
of Q4 2014 of the Registration Document) (4) Group CFO until 15 May 2013. In sabbatical (not paid) from 1 July 2013 to 6 January 2014. Chief Executive Officer of SCOR Global Life SE since 17 January 2014
(5) This amount includes a payroll adjustment of CHF 12,000 (EUR 9,963) for the years 2011 and 2010
(6) Deputy CEO of SCOR Global Life SE since 10 November 2014. The compensation is paid in GBP, the exchange rate used is: 1 EUR = 0.7903 GBP (official average quarterly exchange rates of Q4 2014 of the Registration Document)
The members of the Executive Committee do not receive directors' fees in respect of their directorships of companies in which SCOR holds more than 20% of the capital.
For additional information on stock options held by members of the Executive Committee, refer to Sections 17.2.2 - Stock options held by members of the Executive Committee and other company officers as at 31 December 2014 and 17.2.3 – Free allocation of shares to the members of the executive committee and other company officers as at 31 December 2014.
Each member of the Executive Committee benefits from the use of a vehicle (or equivalent car allowance) for business purposes; The Chairman and Chief Executive Officer has a company car (with a shared driver).
The benefits in kind and insurance services granted to the Chairman and Chief Executive Officer are presented in Appendix B - Report of the Chairman of the Board of Directors.
In the event of a change in the structure of the share capital of the Company, if a member of the Executive Committee is dismissed (except for reason of serious or gross misconduct) or if he decides to resign, he will benefit from (i) a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure, (ii) a cash payment compensating him for his inability to exercise stock options granted prior to his departure date and which he would be unable to exercise due to the vesting period conditions set forth in the applicable stock option plan, in an amount to be determined by an independent expert using the "Black-Scholes" pricing model, and (iii) a cash payment compensating him for his inability to definitively acquire Ordinary Shares of SCOR SE granted to him for free prior to his departure and which he would be unable to acquire due to the terms and conditions of the applicable free share allocation plan. The amount of this cash payment is equal to the product of the number of shares concerned by the average value of the opening prices of the Ordinary Shares of SCOR SE in the Paris Stock exchange during the twenty trading days preceding the date of the change in the structure.
15.1.3 REMUNERATION IN THE FORM OF OPTIONS AND SHARE ALLOCATION
Refer to Section 17.2 – Information on shareholdings and stock options or Company stock purchases by members of administrative and management bodies.
Like all the Group's senior executives based in France and employed by the Group at 30 June 2008, the Chairman and Chief Executive Officer benefits from pension coverage to 50% of the average last salaries, less any pension benefits acquired under other collective and mandatory pension schemes. Thus, the amount of SCOR pension coverage shall in no case exceed 45% of his reference compensation as for the AFEP-MEDEF recommendation.
The rights to this pension are calculated on the basis of the average compensation received over the last five years with the Group. This average compensation amounts at EUR 2,033,300 as at 31 December 2014. The right to a supplementary pension is only acquired under the condition notably that the beneficiary is a corporate officer or an employee of the Company when he claims his rights for the pension, according to the rules in force at that time.
Like all senior executives employed in France, the members of the Executive Committee who joined SCOR before 30 June 2008 and are employed in France, are entitled to a guaranteed capped pension plan conditioned on a minimum five years length of service with the Group, the payment of which is based on their average compensation over the last five years. This pension plan was closed to employees hired after 30 June 2008.
The amount of the additional pension guaranteed by the Group varies from 5% to 50% (by a growth of maximum 5% per year) of the average compensation over the last five years, depending on seniority acquired in the Group at retirement. The additional pension guaranteed by the Group is defined after deductions of the pensions paid out through the compulsory schemes thus this additional pension shall in no case exceed 45% of the reference compensation.
The pension benefits offered to the members of the Executive Committee who are not French citizens are comparable to the pension benefits offered to those who are French citizens.
Two executives under a Swiss contract are entitled to a specific scheme with specific conditions for a guaranteed pension of 50% of the average compensation over the last five years before retirement.
The total commitment of the Group for defined benefits retirement plans for the Executive Committee members (including the Chairman and Chief Executive Officer) amounts at EUR 47 million (1) as at 31 December 2014, i.e. 13% of the total commitment of the Group for pension plans of EUR 358 million.
No retirement benefit (or commitment) has been paid to the directors.
Refer also to Section 20.1.6 – Notes to the consolidated financial statements, Note 24 – Related party transactions and Appendix A – 1.5 – Notes to the corporate financial statements, Note 6 – Contingency reserves.
(1) This amount takes into account changes in the pension tax rate (from 30 to 45% for French beneficiaries) when pension annuities are above 8 annual social security ceilings
| 16.1 | Date of expiration of the current term of office |
148 |
|---|---|---|
| 16.2 | Information on service contracts of members of Administrative and senior officers |
148 |
| 16.3 | Information on the Audit Committee and the Compensation and Nomination Committee |
148 |
| 16.4 | Corporate governance regime | 149 |
| Date of First appointment meeting of the |
|
|---|---|
| expiration (1) Name Term in Office date Shareholders |
|
| Chairman of the Board of Directors and Chief |
|
| Denis Kessler Executive Officer 2017 4 November 2002 |
NA |
| 18 March 2008 (2) Gérard Andreck Director 2015 |
No |
| Andreas | |
| Brandstetter Director 2015 25 April 2013 |
No |
| Thierry Derez Director 2017 25 April 2013 |
NA |
| Peter Eckert Director 2015 15 April 2009 Yes |
|
| Charles Gave Director 2015 4 May 2011 |
No |
| Kevin J. Knoer Director 2016 3 May 2012 |
NA |
| Malakoff Médéric | |
| Group Director 2017 15 April 2009 |
NA |
| Guylaine Saucier Director 2015 4 May 2011 |
No |
| Kory Sorenson Director 2015 25 April 2013 Yes |
|
| Claude Tendil Director 2017 15 May 2003 |
NA |
| Daniel Valot Director 2015 15 May 2003 |
No |
| Fields Wicker | |
| Miurin Director 2015 25 April 2013 Yes |
(1) At the end of the Ordinary Annual General Shareholders' Meeting taking place during the indicated year (2) Cooptation with ratification voted on by the Ordinary General Shareholders' Meeting of 7 May 2008
To our knowledge, there are no service agreements involving the members of the administrative or senior officers and the Company or one of its subsidiaries providing for benefits upon termination of such agreement.
The information on these two committees can be found in the report from the Chairman of the Board of Directors in Appendix B (part I of the Report from the Chairman of the Board of Directors on the conditions for preparation and organization of the work of the Board of Directors).
Since SCOR SE's shares are listed on the Euronext exchange, the provisions relating to corporate governance applicable to SCOR SE include French legal provisions, as well as rules dictated by its market authorities. SCOR believes that its application of corporate governance principles is appropriate and is in compliance with the best practices of corporate governance in effect in France in consideration with AMF rules.
In application of 3 July 2008 Act implementing the European Union Directive 2006/46/CE of 14 June 2006, SCOR SE refers to the AFEP-MEDEF governance code relating to listed companies in preparing the report to be issued in accordance with article L. 225-37 of the French commercial Code.
The AFEP-MEDEF governance code can be referred to on the Company's Internet site (www.scor.com) or on the MEDEF's Internet site (www.medef.com).
Complementary information on the corporate governance regime is disclosed in the report of the Chairman of the Board of Directors in Appendix B.
| 17.1 | Number of employees | 152 |
|---|---|---|
| 17.2 | Information on shareholdings and stock options or Company stock purchases by members of Administrative and Management |
|
| bodies | 153 | |
| 17.3 | Plans providing employee participation in Company |
161 |
| 17.4 | Defined pension schemes | 172 |
The total number of employees of the Group increased from 2,450 as at 31 December 2013 to 2,555 as at 31 December 2014. The distribution of personnel covers the various geographical areas to meet the strategic principles of the Group. The following table sets forth the distribution of employees at the dates indicated:
| As at 31 December | ||||
|---|---|---|---|---|
| 2014 | 2013 | 2012 | ||
| Paris | .(2) | 765 | 743 | 713 |
| Americas | .(3) | 725 | 707 | 628 |
| Zurich/Cologne | .(4) | 453 | 446 | 447 |
| London | .(5) | 251 | 224 | 189 |
| Singapore | .(6) | 223 | 195 | 173 |
| Total excluding Remark | 2,417 | 2,315 | 2,150 | |
| Remark | .(7) | 138 | 135 | 134 |
| TOTAL | 2,555 | 2,450 | 2,284 |
| As at 31 December | |||||
|---|---|---|---|---|---|
| 2014 | 2013 | 2012 | |||
| SCOR Global P&C | (10) | 784 | 742 | 712 | |
| SCOR Global Life | .(8) | 830 | 948 | 848 | |
| SCOR Global Investments | 52 | 59 | 51 | ||
| Group Functions and Support | .(9) | 751 | 566 | 539 | |
| Total excluding Remark | 2,417 | 2,315 | 2,150 | ||
| ReMark | .(7) | 138 | 135 | 134 | |
| Total | 2,555 | 2,450 | 2,284 |
(1) Each Hub covers a region and may encompass several countries.
(2) Paris Hub covers France, Spain, Italy, Belgium, the Netherlands, Russia and South Africa.
(3) Americas Hub covers United States, Mexico, Brazil, Canada, Chile, Colombia and Argentina. In 2011, the former Transamerica Re employees were mostly included in the Hub Americas. Since 2013, the former Generali U.S. employees are included in the Hub Americas.
(4) Zurich/Cologne Hub covers Switzerland, Israel, Germany and Austria.
(5) London Hub covers United Kingdom, Ireland and Sweden.
(6) Singapore Hub covers China, Hong-Kong, India, Japan, Korea, Malaysia, Singapore, Taiwan and Australia.
(7) SCOR Global Life SE controls 100% of the capital of ReMark. Due to its specific activity, its own business model and its own organization, ReMark is managed independently from the Group in terms of human resources.
(8) For 2012 and 2013 the former Transamerica Re employees are included in the SCOR Global Life division. Starting from 2014, the former Transamerica Re employees are included in the divisions according to the global organization of the Group. For 2012, 2013 and 2014, Rehalto (27 employees at 31 December 2014) and Telemed (43 employees at 31 December 2014), subsidiaries (100%) of SCOR Global Life SE, are managed independently from the Group in terms of human resources and are not aggregated in the division.
(9) "Group Functions and Support" includes the Group Finance, Risk and Operations departments as well as the departments directly managed by the Chairman and Chief Executive Officer.
(10) For 2013 and 2014, the Lloyd's Channel Syndicate (80 employees at 31 December 2014) is a subsidiary of SCOR Global P&C SE, managed independently from the Group in terms of human resources and not aggregated in the division.
Article 10 ("Administration") of SCOR SE's bylaws requires that Directors own at least one share of the Company during the term of their directorship.
| Directors and Officers | Number of shares as at 31/12/2014 |
|---|---|
| Mr. Denis Kessler | 821,040 |
| Mr. Gérard Andreck | 2,185 |
| Mr. Andreas Brandstetter | 400 |
| Mr. Thierry Derez | 400 |
| Mr. Peter Eckert | 1,991 |
| Mr. Charles Gave | 1,565 |
| Mr. Kevin J. Knoer | 5,700 |
| Malakoff Médéric Group, represented by Guillaume Sarkozy | 5,875,506 |
| Mrs. Guylaine Saucier | 1,565 |
| Mrs. Kory Sorenson | 1,000 |
| Mr. Claude Tendil | 3,675 |
| Mr. Daniel Valot | 6,343 |
| Mrs. Fields Wicker-Miurin | 400 |
| Total | 6,721,770 |
The table below presents the acquisitions, sales, subscriptions or exchanges of SCOR SE shares as well as operations upon securities linked to SCOR SE made by Directors and Senior managers in 2014.
| Operations made in 2014 for a greater amount than | |
|---|---|
| Directors and Officers | EUR 5,000 |
| Mr. Denis Kessler | NA |
| Mr. Gérard Andreck | NA |
| Mr. Andreas Brandstetter | NA |
| Mr. Thierry Derez | NA |
| Mr. Peter Eckert | NA |
| Mr. Charles Gave | NA |
| Mr. Kevin J. Knoer | NA |
| Malakoff Médéric Group, represented by Guillaume Sarkozy |
NA |
| Mrs. Guylaine Saucier | NA |
| Mrs. Kory Sorenson | NA |
| Mr. Claude Tendil | NA |
| Mr. Daniel Valot | NA |
| Mrs. Fields Wicker-Miurin | NA |
| Number of stock | ||||||
|---|---|---|---|---|---|---|
| Options exercised |
options underlying shares |
Date of plans |
Price (EUR) |
Potential transaction volume (EUR) |
Exercised period |
|
| Denis Kessler | 46,981(1) | 46,981 | 16/09/2005 | 15.90 | 746,998 | 16/09/2009 to 15/09/2015 |
| - | 57,524 | 14/09/2006 | 18.30 | 1,052,689 | 15/09/2010 to 14/09/2016 |
|
| - | 55,000 | 13/09/2007 | 17.58 | 966,900 | 13/09/2011 to 12/09/2017 |
|
| - | 75,000 | 22/05/2008 | 15.63 | 1,172,250 | 22/05/2012 to 21/05/2018 |
|
| - | 125,000 | 23/03/2009 | 14.917 | 1,864,625 | 23/03/2013 to 22/03/2019 |
|
| - | 125,000 | 18/03/2010 | 18.40 | 2,300,000 | 19/03/2014 to 18/03/2020 |
|
| - | 125,000 | 22/03/2011 | 19.71 | 2,463,750 | 23/03/2015 to 22/03/2021 |
|
| - | 125,000 | 23/03/2012 | 20.17 | 2,521,250 | 24/03/2016 to 23/03/2022 |
|
| - | 100,000 | 21/03/2013 | 22.25 | 2,225,000 | 22/03/2017 to 21/03/2023 |
|
| - | 100,000 | 20/03/2014 | 25.06 | 2,506,000 | 21/03/2018 to 20/03/2024 |
|
| Total | 46,981(1) | 934,505 | 17,819,462 | |||
| Frieder Knüpling | - | 5,000 | 14/12/2006 | 21.70 | 108,500 | 15/12/2010 to 14/12/2016 |
| 5,000 | 5,000 | 13/09/2007 | 17.58 | 87,900 | 13/09/2011 to 12/09/2017 |
|
| 15,000 | 15,000 | 10/09/2008 | 15.63 | 234,450 | 10/09/2012 to 09/09/2018 |
|
| 15,000 | 15,000 | 23/03/2009 | 14.917 | 223,755 | 23/03/2013 to 22/03/2019 |
|
| 25,000 | 32,000 | 18/03/2010 | 18.40 | 588,800 | 19/03/2014 to 18/03/2020 |
|
| - | 40,000 | 22/03/2011 | 19.71 | 788,400 | 23/03/2015 to | |
| - | 40,000 | 23/03/2012 | 20.17 | 806,800 | 22/03/2021 24/03/2016 to |
|
| 23/03/2022 | ||||||
| - | 40,000 | 21/03/2013 | 22.25 | 890,000 | 22/03/2017 to 21/03/2023 |
|
| - | 40,000 | 20/03/2014 | 25.06 | 1,002,400 | 21/03/2018 to 20/03/2024 |
|
| Total | 60,000 | 232,000 | 4,731,005 | |||
| Benjamin Gentsch | - | 50,000 | 13/09/2007 | 17.58 | 879,000 | 13/09/2011 to 12/09/2017 |
| - | 24,000 | 22/05/2008 | 15.63 | 375,120 | 22/05/2012 to 21/05/2018 |
|
| - | 32,000 | 23/03/2009 | 14.917 | 477,344 | 23/03/2013 to 22/03/2019 |
|
| - | 40,000 | 18/03/2010 | 18.40 | 736,000 | 19/03/2014 to | |
| - | 40,000 | 22/03/2011 | 19.71 | 788,400 | 18/03/2020 23/03/2015 to |
|
| - | 40,000 | 23/03/2012 | 20.17 | 806,800 | 22/03/2021 24/03/2016 to |
|
| - | 40,000 | 21/03/2013 | 22.25 | 890,000 | 23/03/2022 22/03/2017 to |
21/03/2023
17.2.2 STOCK OPTIONS HELD BY THE MEMBERS OF THE EXECUTIVE COMMITTEE AND OTHER COMPANY OFFICERS AS AT 31 DECEMBER 2014
| Number of stock | ||||||
|---|---|---|---|---|---|---|
| options | Potential | |||||
| Options exercised |
underlying shares |
Date of plans |
Price (EUR) |
transaction volume (EUR) |
Exercised period |
|
| - | 40,000 | 20/03/2014 | 25.06 | 1,002,400 | 21/03/018 to 20/03/2024 |
|
| Total | 306,000 | 5,955,064 | ||||
| Mark Kociancic | - | 4,183 | 14/09/2006 | 18.30 | 76,549 | 15/09/2010 to 14/09/2016 |
| - | 7,000 | 13/09/2007 | 17.58 | 123,060 | 13/09/2011 to 12/09/2017 |
|
| - | 7,500 | 10/09/2008 | 15.63 | 117,225 | 10/09/2012 to 09/09/2018 |
|
| - | 7,500 | 23/03/2009 | 14.917 | 111,878 | 23/03/2013 to 22/03/2019 |
|
| - | 7,500 | 18/03/2010 | 18.40 | 138,000 | 19/03/2014 to 18/03/2020 |
|
| - | 7,000 | 22/03/2011 | 19.71 | 137,970 | 23/03/2015 to 22/03/2021 |
|
| - | 13,000 | 23/03/2012 | 20.17 | 262,210 | 24/03/2016 to 23/03/2022 |
|
| - | 40,000 | 21/03/2013 | 22.25 | 890,000 | 22/03/2017 to 21/03/2023 |
|
| - | 40,000 | 20/03/2014 | 25.06 | 1,002,400 | 21/03/2018 to 20/03/2024 |
|
| TOTAL | 133,683 | 2,859,292 | ||||
| Paolo De Martin | - | 50,000 | 13/09/2007 | 17.58 | 879,000 | 13/09/2011 to 12/09/2017 |
| - | 36,000 | 22/05/2008 | 15.63 | 562,680 | 22/05/2012 to 21/05/2018 |
|
| - | 48,000 | 23/03/2009 | 14.917 | 716,016 | 23/03/2013 to 22/03/2019 |
|
| - | 48,000 | 18/03/2010 | 18.40 | 883,200 | 19/03/2014 to 18/03/2020 |
|
| - | 48,000 | 22/03/2011 | 19.71 | 946,080 | 23/03/2015 to 22/03/2021 |
|
| - | 48,000 | 23/03/2012 | 20.17 | 968,160 | 24/03/2016 to 23/03/2022 |
|
| - | 48,000 | 21/03/2013 | 22.25 | 1,068,000 | 22/03/2017 to 21/03/2023 |
|
| - | 60,000 | 20/03/2014 | 25.06 | 1,503,600 | 21/03/2018 to 20/03/2024 |
|
| Total | 386,000 | 7,526,736 | ||||
| Simon Pearson (2) | - | 7,000 | 14/12/2006 | 21.7 | 151,900 | 15/12/2010 to 14/12/2016 |
| 10,000 | 10,000 | 13/09/2007 | 17.58 | 175,800 | 13/09/2011 to 12/09/2017 |
|
| 12,000 | 12,000 | 10/09/2008 | 15.63 | 187,560 | 10/09/2012 to 09/09/2018 |
|
| 10,000 | 10,000 | 23/03/2009 | 14.917 | 149,170 | 23/03/2013 to 22/03/2019 |
|
| - | 12,000 | 18/03/2010 | 18.4 | 220,800 | 19/03/2014 to 18/03/2020 |
|
| - | 10,000 | 22/03/2011 | 19.71 | 197,100 | 23/03/2015 to 22/03/2021 |
|
| - | 10,000 | 23/03/2012 | 20.17 | 201,700 | 24/03/2016 to 23/03/2022 |
| Number of stock | ||||||
|---|---|---|---|---|---|---|
| Options exercised |
options underlying shares |
Date of plans |
Price (EUR) |
Potential transaction volume (EUR) |
Exercised period |
|
| - | 12,000 | 21/03/2013 | 22.25 | 267,000 | 22/03/2017 to 21/03/2023 |
|
| - | 40,000 | 20/03/2014 | 25.06 | 1 002,400 | 21/03/2018 to 20/03/2024 |
|
| Total | 32,000 | 123,000 | 2,553,430 | |||
| Victor Peignet | - | 20,880 | 16/09/2005 | 15.90 | 331,992 | 16/09/2009 to 15/09/2015 |
| - | 26,147 | 14/09/2006 | 18.30 | 478,490 | 15/09/2010 to 14/09/2016 |
|
| - | 35,000 | 13/09/2007 | 17.58 | 615,300 | 13/09/2011 to 12/09/2017 |
|
| - | 36,000 | 22/05/2008 | 15.63 | 562,680 | 22/05/2012 to 21/05/2018 |
|
| - | 48,000 | 23/03/2009 | 14.917 | 716,016 | 23/03/2013 to 22/03/2019 |
|
| - | 48,000 | 18/03/2010 | 18.40 | 883,200 | 19/03/2014 to 18/03/2020 |
|
| - | 48,000 | 22/03/2011 | 19.71 | 946,080 | 23/03/2015 to 22/03/2021 |
|
| - | 48,000 | 23/03/2012 | 20.17 | 968,160 | 24/03/2016 to 23/03/2022 |
|
| - | 48,000 | 21/03/2013 | 22.25 | 1,068,000 | 22/03/2017 to 21/03/2023 |
|
| - | 60,000 | 20/03/2014 | 25.06 | 1,503,600 | 21/03/2018 to 20/03/2024 |
|
| Total | 418,027 | 8,073,518 | ||||
| François de Varenne |
- | 7,308 | 16/09/2005 | 15.90 | 116,197 | 16/09/2009 to 15/09/2015 |
| - | 15,688 | 14/09/2006 | 18.30 | 287,090 | 15/09/2010 to 14/09/2016 |
|
| - | 20,000 | 13/09/2007 | 17.58 | 351,600 | 13/09/2011 to 12/09/2017 |
|
| - | 24,000 | 22/05/2008 | 15.63 | 375,120 | 22/05/2012 to 21/05/2018 |
|
| - | 32,000 | 23/03/2009 | 14.917 | 477,344 | 23/03/2013 to 22/03/2019 |
|
| - | 40,000 | 18/03/2010 | 18.40 | 736,000 | 19/03/2014 to 18/03/2020 |
|
| - | 40,000 | 22/03/2011 | 19.71 | 788,400 | 23/03/2015 to 22/03/2021 |
|
| - | 40,000 | 23/03/2012 | 20.17 | 806,800 | 24/03/2016 to 23/03/2022 |
|
| - | 40,000 | 21/03/2013 | 22.25 | 890,000 | 22/03/2017 to 21/03/2023 |
|
| - | 40,000 | 20/03/2014 | 25.06 | 1,002,400 | 21/03/2018 to 20/03/2024 |
|
| Total | 298,996 | 5,830,951 | ||||
| GENERAL TOTAL | 138,981 | 2,832,211 | 55,349,458 |
(1) The options exercised were in the context of a full donation. The shares have not been sold by the Corporate Officer.
(2) Simon Pearson is member of the Executive Committee since 10 November 2014, as Deputy CEO of SCOR Global Life SE
Reminder of the specific award conditions applicable to the Corporate Officer in respect of the principles AFEP/MEDEF:
The Company's Board of Directors of 3 April 2007 decided that for all the grants subsequent to that date, the Corporate Officer is required to retain as registered shares at least 10% of the shares issued from the exercise of stock options granted and at least 10% of the performance shares granted until the termination of his duties.
In addition to these conditions specified above, the Company's Board of Directors decided that for all the grants from 2009 plans and following, the Corporate Officer is required to hold a number of shares equal to 5% of the shares freely assigned to him as soon as these shares may be sold.
Finally, in compliance with the AFEP and MEDEF recommendation applicable to the Executive Corporate Officer, he also made a formal commitment not to resort to the use of hedging instruments on the stock options and/or performance shares which have been granted to him for the whole duration of the term of his office.
The options granted during financial year ended 31 December 2003 and after are options to subscribe stocks.
No options have been granted by a related company as defined by article L.225-180 of the French Commercial Code.
The allocation of stock options since 2008 is subject if necessary to the satisfaction of performance conditions. Thus, a third of the number of options awarded on 22 May 2008, half of the options awarded on 23 March 2009 and all the options awarded since 18 March 2010 are subject to the satisfaction of performance conditions. However all the options allocated since 23 March 2009 to the Chief Executive Officer are subject to the satisfaction of performance conditions. Please refer to 17.3 of this Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers on 5 March 2014 and 6 March 2013 under number n. D.14-0117 and D.13-0106 for the details of the performance conditions applicable to the stock options.
It should be noted that it is not possible to exercise these stock options during the 30 days before publication of the annual or half-yearly financial results, or during the 15 days before the public release of SCOR's quarterly financial results. On top of this period, for plans put in place from 2007 onwards, there is an additional period during which the stock options may not be exercised: 10 stock market trading sessions preceding and 10 stock market trading sessions (3 trading sessions for plans put in place from 2014 onwards) following the date on which the consolidated accounts, or in the absence thereof, the annual accounts, are made public.
Moreover, the exercise of stock options by the Chairman & CEO is subject to clearance to deal in securities of SCOR SE by the General Secretariat.
| Stock options granted to the top ten non-officer employees and exercised by them |
Number of shares underlying stocks options granted/ stocks options subscribed or purchased |
Weighted average price (EUR) |
Plans |
|---|---|---|---|
| Number of shares underlying the stock options granted during the financial year by the issuer and by any company included in the scope of allocation of the options to the ten employees of the issuer and of any company included in such scope, whose number of shares thus purchased or granted is the highest (aggregate information) |
372,500 | 25.06 | 20 March 2014 |
| Number of shares underlying the stock options held on the issuer and on the companies referred to above and exercised during the financial year by the ten employees of the issuer or these companies, whose number of options thus purchased or subscribed is the highest (aggregate information) |
270,264 | 16.35 | 25 August 2004, 16 September 2005, 14 September 2006, 13 September 2007, 10 September 2008, 23 March 2009, 18 March 2010 |
For more information on the stock option plans or stock purchase plans, refer to Appendix A – 1.5. Notes to the corporate financial statements, Note 12 – Stock Options.
17.2.3 FREE ALLOCATION OF SHARES TO THE MEMBERS OF THE EXECUTIVE COMMITTEE AND OTHER COMPANY OFFICERS AS AT 31 DECEMBER 2014
| Share | Price per | ||||
|---|---|---|---|---|---|
| award | share | Transaction | Transfer | ||
| Plan | rights | (EUR) | (EUR) | date | |
| Denis Kessler | 2004 Plan – Tranche A | 18,750 | 14.40 | 270,000 | 10/01/2005 |
| 2004 Plan – Tranche B | - | - | 10/11/2005 | ||
| 2004 Plan – Forfeiture – redistribution | 26,250 | 17.97 | 471,713 | 01/09/2007 | |
| 2005 Plan | 45,000 | 17.97 | 808,650 | 01/09/2007 | |
| 2006 Plan | 55,000 | 14.88 | 818,400 | 05/07/2008 | |
| 2007 Plan | 80,000 | 15.17 | 1,213,600 | 25/05/2009 | |
| 2008 Plan | 75,000 | 17.55 | 1,316,250 | 08/05/2010 | |
| 2009 Plan | 125,000 | 18.885 | 2,360,625 | 17/03/2011 | |
| 2010 Plan | 125,000 | 19.815 | 2,476,875 | 03/03/2012 | |
| 2011 Plan | 125,000 | 22.61 | 2,826,250 | 08/03/2013 | |
| 2011 – 2019 Long Term Incentive Plan | 125,000 | - | - | 02/09/2017 | |
| 2012 Plan | 125,000 | 26.33 | 3,291,250 | 04/05/2014 | |
| 2013 Plan | 125,000 | - | - | 06/03/2015 | |
| 2014 Plan | 125,000 | - | - | 05/03/2016 | |
| TOTAL | 1,175,000 | 15,853,613 | |||
| Frieder Knüpling | 2006 Plan | 5,000 | 14.88 | 74,400 | 24/11/2008 |
| 2007 Plan | 5,000 | 15.17 | 75,850 | 25/05/2011 | |
| 2008 Plan | 15,000 | 16.55 | 248,250 | 27/08/2012 | |
| 2009 Plan | 15,000 | 18.885 | 283,275 | 17/03/2013 | |
| 2010 Plan | 32,000 | 19.815 | 634,080 | 03/03/2014 | |
| 2011 Plan | 40,000 | - | - | 08/03/2015 | |
| 2011 – 2019 Long Term Incentive Plan | 40,000 | - | - | 02/09/2019 | |
| 2012 Plan | 40,000 | - | - | 20/03/2016 | |
| 2013 Plan | 40,000 | - | - | 06/03/2017 | |
| 2013 – 2021 Long Term Incentive Plan | 40,000 | - | - | 06/03/2021 | |
| 2014 Plan | 40,000 | - | - | 05/03/2018 | |
| TOTAL | 312,000 | 1,315,855 | |||
| Benjamin Gentsch | 2007 Plan | 50,000 | 15.17 | 758,500 | 25/05/2009 |
| 2008 Plan | 24,000 | 17.55 | 421,200 | 08/05/2012 | |
| 2009 Plan | 32,000 | 18.885 | 604,320 | 17/03/2013 | |
| 2010 Plan | 40,000 | 19.815 | 792,600 | 03/03/2014 | |
| 2011 Plan | 40,000 | - | - | 08/03/2015 | |
| 2011 – 2019 Long Term Incentive Plan | 40,000 | - | - | 02/09/2019 | |
| 2012 Plan | 40,000 | - | - | 20/03/2016 | |
| 2013 Plan | 40,000 | - | - | 06/03/2017 | |
| 2014 Plan | 40,000 | - | - | 05/03/2018 | |
| TOTAL | 346,000 | 2,576,620 | |||
| Mark Kociancic | Plan 2006 | 4,000 | 14.88 | 59,520 | 05/07/2008 |
| Plan 2007 | 7,000 | 15.17 | 106,190 | 25/05/2011 | |
| Plan 2008 | 7,500 | 16.55 | 124,125 | 27/08/2012 | |
| Plan 2009 | 7,500 | 18.885 | 141,638 | 17/03/2013 | |
| Plan 2010 | 7,500 | 19.815 | 148,613 | 03/03/2014 | |
| Plan 2011 | 7,000 | - | - | 08/03/2015 | |
| 2011 – 2019 Long Term Incentive Plan | 7,000 | - | - | 02/09/2019 | |
| Plan 2012 | 13,000 | - | - | 20/03/2016 | |
| 2013 Plan | 40,000 | - | - | 06/03/2017 | |
| 2013 – 2021 Long Term Incentive Plan | 40,000 | - | - | 06/03/2021 | |
| 2014 Plan | 40,000 | - | - | 05/03/2018 | |
| TOTAL | 180,500 | 580,085 | |||
| Paolo De Martin | 2007 Plan | 50,000 | 15.17 | 758,500 | 25/05/2011 |
| 2008 Plan | 36,000 | 17.55 | 631,800 | 08/05/2012 | |
| 2009 Plan | 48,000 | 18.885 | 906,480 | 17/03/2013 | |
| 2010 Plan | 48,000 | 19.815 | 951,120 | 03/03/2014 | |
| 2011 Plan | 48,000 | - | - | 08/03/2015 |
| award share Transaction Transfer Plan rights (EUR) (EUR) date 2011 – 2019 Long Term Incentive Plan 48,000 - - 02/09/2019 2012 Plan 48,000 - - 20/03/2016 2013 Plan 48,000 - - 06/03/2017 2013 – 2021 Long Term Incentive Plan 48,000 - - 06/03/2021 2014 Plan 60,000 - - 05/03/2018 |
|---|
| TOTAL 482,000 3,247,900 |
| Simon Pearson (1) Plan 2006 7,000 14,88 104 160 24/11/2008 |
| Plan 2007 10,000 15,17 151 700 25/05/2011 |
| Plan 2008 12,000 16,55 198 600 27/08/2012 |
| Plan 2009 10,000 18,885 188 850 17/03/2013 |
| Plan 2010 12,000 19,815 237 780 03/03/2014 |
| Plan 2011 10,000 - - 08/03/2015 |
| 2011 – 2019 Long Term Incentive Plan 10,000 - - 02/09/2019 |
| Plan 2012 10,000 - - 20/03/2016 |
| Plan 2013 12,000 - - 06/03/2017 |
| 2013 – 2019 Long Term Incentive Plan 12,000 - - 06/03/2021 |
| Plan 2014 40,000 - - 05/03/2018 |
| TOTAL 145,000 881,090 |
| Victor Peignet 2004 Plan - Tranche A 7,500 14.40 108,000 10/01/2005 |
| 2004 Plan – Tranche B - - - 10/11/2005 |
| 2004 Plan – Forfeiture - redistribution 10,500 17.97 188,685 01/09/2007 |
| 2005 Plan 20,000 17.97 359,400 01/09/2007 |
| 2006 Plan 25,000 14.88 372,000 05/07/2008 |
| 2007 Plan 35,000 15.17 530,950 25/05/2009 |
| 2008 Plan 36,000 17.55 631,800 08/05/2010 |
| 2009 Plan 48,000 18.885 906,480 17/03/2011 |
| 2010 Plan 48,000 19.815 951,120 03/03/2012 |
| 2011 Plan 48,000 22.61 1,085,280 08/03/2013 |
| 2011 - 2019 Long Term Incentive Plan 48,000 - - 02/09/2017 |
| 2012 Plan 48,000 24.46 1,174,080 20/03/2014 |
| 2012 Plan (PPP) (2) 5 24.55 123 27/07/2014 |
| 2013 Plan 48,000 - - 06/03/2015 |
| 2013 – 2019 Long Term Incentive Plan 48,000 - - 06/03/2019 |
| 2014 Plan 60,000 - - 05/03/2016 |
| 2014 Plan (PPP) (3) 5 - - 31/07/2016 |
| TOTAL 530,010 6,307,918 |
| François de |
| Varenne 2005 Plan 7,000 17.97 125,790 01/09/2007 |
| 2006 Plan 15,000 14.88 223,200 08/11/2008 |
| 2007 Plan 20,000 15.17 303,400 25/05/2009 |
| 2008 Plan 24,000 17.55 421,200 08/05/2010 |
| 2009 Plan 32,000 18.885 604,320 17/03/2011 |
| 2010 Plan 40,000 19.815 792,600 03/03/2012 |
| 2011 Plan 40,000 22.61 904,400 08/03/2013 |
| 2011 - 2019 Long Term Incentive Plan 40,000 - - 02/09/2017 |
| 2012 Plan 40,000 24.46 978.400 20/03/2014 2012 Plan (PPP) (2) |
| 5 24.55 123 27/07/2014 |
| 2013 Plan 40,000 - - 06/03/2015 |
| 2014 Plan 40,000 - - 05/03/2018 2014 Plan (PPP) (3) |
| 5 - - 31/07/2016 TOTAL 338,010 4,353,433 |
| GENERAL TOTAL 3,508,520 35,116,513 |
(1) Simon Pearson is member of the Executive Committee since 10 November 2014 as Deputy CEO of SCOR Global Life SE
(2) This collective free shares Plan to the employees of the Company that are France residents, under the collective agreement signed on 20 July 2012 as part of the negotiations with the social partners of France, concerning the profit-sharing arrangement established by the 28 July 2011 law which relates to financing for social security in 2011. This plan provides for an identical allocation of five free shares without a presence condition nor a performance condition
(3) This collective free shares Plan to the employees of the Company that are France residents, under the collective agreement signed on July 3rd 2014 as part of the negotiations with the social partners of France, concerning the profit-sharing arrangement established by the 28 July 2011 law which relates to financing for social security in 2011. This plan provides for an identical allocation of five free shares without a presence condition nor a performance condition
The attribution of shares since 2008 is subject to the satisfaction of performance conditions. Thus, a third of the number of shares awarded on 07 May 2008, and half of the shares awarded on 16 March 2009 and all the shares awarded since 2 March 2010 are subject to the satisfaction of performance conditions. However, all the shares allocated since 16 March 2009 to the Chief Executive Officer are subject to the satisfaction of performance conditions. Please refer to Section 17.3 of this Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers on 5 March 2014 and 6 March 2013 under number D.14-0117 and D.13-0106 for the details of the performance conditions applicable to the allocated free shares.
Reminder of the specific award conditions applicable to the Corporate Officer in respect of the principles AFEP/MEDEF:
The Company's Board of Directors of 3 April 2007 decided that for all the grants subsequent to that date, the Corporate Officer is required to retain as registered shares at least 10% of the shares issued from the exercise of stock options granted and at least 10% of the performance shares granted until the termination of his duties.
In addition to these conditions specified above, the Company's Board of Directors decided that for all the grants from 2009 plans and following, the Corporate Officer is required to hold a number of shares equal to 5% of the number of performance shares granted as soon as these shares may be sold.
Finally, in compliance with the AFEP and MEDEF recommendation applicable to the Executive Corporate Officer, he also made a formal commitment not to resort to the use of hedging instruments on the stock options and/or performance shares which have been granted to him for the whole duration of the term of his office.
17.2.4 POTENTIAL VOLUME OF NEW SHARES FROM OUTSTANDING EQUITY-BASED COMPENSATION AS OF 31 DECEMBER 2014
The potential volume of new shares from outstanding equity-based compensation plans stood at 19,159,467 shares as of 31 December 2014, split as follows:
| Potential volume of new shares from outstanding equity-based compensation plans | 19,159,467 |
|---|---|
| - of which number of new shares from outstanding options (options allocated but not vested + options vested but not exercised) |
7,234,382 |
| - of which number of new shares from outstanding free shares (free shares allocated but not vested) |
7,148,575 |
| - of which number of new shares from outstanding warrants |
0 |
| of which unused volume under all authorizations still outstanding (1) - |
4,776,510 |
(1) New authorizations given by the General Meeting of the Shareholders cancel and replace authorizations still outstanding.
The company's fully diluted issued share capital, as defined below, stood at 232 464 902 shares as of 31 December 2014, split as follows:
| Fully diluted issued share capital | 232,464,902 |
|---|---|
| - of which total shares outstanding |
192,691,479 |
| - of which number of new shares from outstanding options |
7,234,382 |
| - of which number of new shares from outstanding free shares |
7,148,575 |
| - of which number of new shares from outstanding warrants |
0 |
| - of which potential shares from other securities convertible or redeemable in new shares |
25,390,466 |
Thus, as of 31 December 2014 the potential volume of new shares from outstanding equity-based compensation plans stood at 8.24% of the fully diluted issued share capital.
Refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 17 - Provisions for Employee Benefits and Appendix A – 1.5 – Notes to the corporate financial statements, Note 13 – Employee Share-ownership Plans.
On 25 April 2013, the General Shareholders' meeting of the Company's Board of Directors had authorized, in its twentysecond resolution, the Company's Board of Directors, under the provisions of Articles L.225-177 to L.225-186-1 of the Commercial Code, to grant upon proposal of the Compensation and Nominations Committee, on one or more occasions for the benefit of members of staff and the corporate officers, of the Company and companies or groups linked to it in terms of Article L.225-180 of the Commercial Code, options entitling to the subscription of new ordinary shares of the Company in issue as to increase its capital, as well as options entitling to purchase shares of the Company from acquisitions made by it as provided by law within the limits of a number of options giving right to a maximum of one million (1,000,000) of shares. This authorization was given for a period of 24 months from 25 April 2013 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 3 May 2012.
On 6 May 2014, the General Shareholders' meeting of the Company's Board of Directors had authorized, in its twentythird resolution, the Company's Board of Directors, under the provisions of Articles L.225-177 to L.225-186-1 of the Commercial Code, to grant upon proposal of the Compensation and Nominations Committee, on one or more occasions for the benefit of members of staff and the corporate officers, of the Company and companies or groups linked to it in terms of Article L.225-180 of the Commercial Code, options entitling to the subscription of new ordinary shares of the Company in issue as to increase its capital, as well as options entitling to purchase shares of the Company from acquisitions made by it as provided by law within the limits of a number of options giving right to a maximum of one million (1,000,000) of shares. The envelope volume is defined and optimized taking into account both the annual allocations as per our Compensation policy and the potential needs in case of acquisition as to ensure our key employees' retention. This authorization was given for a period of 24 months from 6 May 2014 and canceled and replaced, for the unused portion thereof, the previous authorization as at 25 April 2013.
Moreover, it should be noted that SCOR is committed to the neutral impact of each stock option allocation in terms of dilution. To achieve this, SCOR's policy is to systematically neutralize, insofar as possible, the potential dilutive impact that could result from the issuance of new Ordinary Shares following the exercise of stock options, by covering the exposure resulting from the issuance of stock options through the purchase of Ordinary Shares in the context of its share buyback program, at a price close to the exercise price, and by cancelling the treasury shares thus acquired as the options are exercised. Thus, there is no dilution of capital with regard to the granting of stock options.
Following the authorization by the Shareholders' Meeting on 25 April 2013, the Company's Board of Directors of 4 March 2014, on the proposal of the Compensation and Nominations Committee of 25 February 2014, decided to allocate on 20 March 2014 stock options to the Chairman and Chief Executive Officer, to members of the Executive Committee and to the highest levels of Partners (Executive Global Partners and Senior Global Partners).
The Partners are key executives, managers, experts, and high potentials formally identified across the Group. Partners are given specific responsibilities in terms of significant achievements, high impact project management and leadership. Therefore, they benefit from a specific and selective program in terms of information sharing, career development and compensation schemes. Partners represent approximately 25% of the total number of staff.
The Company's Board of Directors of 4 March 2014, on the proposal of the Compensation and Nominations Committee of 25 February 2014, decided to allocate 100,000 stock options to the Chairman and Chief Executive Officer and 320,000 stock options to the other members of the Executive Committee on 20 March 2014.
The Chairman and CEO, under the authority given by the Board of Directors held on 4 March 2014 for the implementation of this plan, allocated on 20 March 2014 274,875 stock options to 58 Partners (Executive and Senior Global Partners).
Those options can be exercised at the earliest four years after the grant date, if the presence condition (four years) is respected. The exercise price is calculated without discount, based on the weighted average price of SCOR's shares on the Euronext Paris over the 20 trading days preceding the decision to award the stock options. The stock options can be exercised on one or more occasions from 21 March 2018 to 20 March 2024 inclusive. From this date, the purchase right shall expire.
The exercise of all of the stock options allocated in 2014 is subject to performance conditions. The performance conditions will be deemed satisfied if, in addition to the mandatory condition (5) below, at least three out of the four other conditions listed below are met:
Nevertheless, if condition (4) is not met and, in addition, one of the three performance conditions (1), (2) or (3) is considered not to have been met, only a reduced percentage of the initial option allocation, in accordance with the table below, will be granted:
| SCOR Group's ROE achievement above the risk-free rate | Proportion of the options |
|---|---|
| (average over two financial years) | definitively granted |
| Starting from 1,000 bps | 100% |
| Between 800 and up to 999 bps | 90% |
| Between 600 and up to 799 bps | 70% |
| Between 400 and up to 599 bps | 50% |
| Between 301 and up to 399 bps | 25% |
| Below or equal to 300 bps | 0% |
Therefore, in case of actual misconduct as per the Code of Conduct (condition (5)), for instance in the event of fraud, the beneficiary will lose all of his/her options benefits (clawback policy).
Following the authorization by the Shareholders' Meeting on 6 May 2014, the Company's Board of Directors of 5 November 2014, on the proposal of the Compensation and Nominations Committee of 5 November 2014, decided to allocate on 1 December 2014 a specific plan for stock options promised at hiring in order to attract employee of Senior Global Partner status.
The Chairman and CEO, under the authority given by the Board of Directors held on 5 November 2014 for the implementation of this plan, allocated 9,000 stock options to three Partners (Executive and Senior Global Partners) on 1 December 2014.
Those options can be exercised four years after the grant date at the earliest, if the presence condition (four years) is respected. The exercise price is calculated without discount, based on the closing price of SCOR SE on the day before the grant date. The stock options can be exercised on one or more occasions from 2 December 2018 to 1 December 2024 inclusive. From this date, purchase rights shall expire.
The exercise of all of the options granted is subject to the same performance conditions as those set forth for the 20 March 2014 Stock Option Plan (for the description of the performance conditions, refer to Section 17.3.1 – Stock Option Plans – 20 March 2014 Stock Option Plan).
The table below presents the total number of stock options allocated in 2013 and 2014 by category within the Group:
| Total number of stock options allocated in 2014 |
Total number of beneficiaries in 2014 |
Total number of stock options allocated in 2013 |
Total number of beneficiaries in 2013 |
|
|---|---|---|---|---|
| Corporate Officer (*) | 100,000 | 1 | 100,000 | 1 |
| Members of the Executive Committee |
320,000 | 7 | 336,000 | 8 |
| Partners | 283,875 | 61 | 475,000 | 62 |
| Total | 703,875 | 69 | 911,000 | 71 |
(*) Chairman and Chief Executive Officer
A table showing features of the SCOR stock option plans is found in Section 20.1.6 – Notes to the consolidated financial statements, Note 18 - Stock options and share awards.
Refer also to Section 20.1.6 – Notes to the consolidated financial statements, Note 17 – Provisions for employee benefits.
In 2014, the Compensation and Nomination Committee observed the validation of 100% of performance conditions attached to the 2012 options plans as defined in the 2012 reference document.
On 25 April 2013, the Shareholders' Meeting of the Company, in its twenty-third resolution, had authorized the Company's Board of Directors, under the provisions of Articles L.225-197-1 to L.225-197-6 of the Commercial Code, to grant, upon proposal of the Compensation and Nominations Committee, on one or more occasions, to the staff members or to the corporate officer of the Company and of companies or groups affiliated with it pursuant to Article L. 225-197-2 of the French Commercial Code, free allotments of existing or yet-to-be-issued shares of the Company and resolved that the Company's Board of Directors of the Company would determine the identity of the beneficiaries of the allotment and the conditions and criteria for the allotment of the shares.
The Shareholders' Meeting also decided that (i) the total number of free shares granted under this authorization may not exceed 4,000,000 Shares (the envelope volume is defined and optimized taking into account both the annual allocations as per our Compensation policy and the potential needs in case of acquisition as to ensure our key employees' retention), (ii) the allocation of shares to their beneficiaries will be definitive only after a vesting period of a minimum set at two years for tax residents of France and a minimum of four years for beneficiaries non tax residents of France, (iii) the beneficiaries will be subject, where appropriate, to an obligation to retain shares in a period of two years from the end of the vesting period for tax residents of France and that the retention period for beneficiaries non tax residents of France would be deleted, and (iv) the Company's Board of Directors of the Company will have the authority to increase the lengths of the acquisition period and the holding obligation period.
This authorization was given for a period of twenty fourth months from 25 April 2013 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 3 May 2012.
On 6 May 2014, the Shareholders' Meeting of the Company, in its twenty-fourth resolution, had authorized the Company's Board of Directors, under the provisions of Articles L.225-197-1 to L.225-197-6 of the Commercial Code, to grant, upon proposal of the Compensation and Nominations Committee, on one or more occasions, to the staff members or to the corporate officer of the Company and of companies or groups affiliated with it pursuant to Article L. 225-197-2 of the French Commercial Code, free allotments of existing or yet-to-be-issued shares of the Company and resolved that the Company's Board of Directors of the Company would determine the identity of the beneficiaries of the allotment and the conditions and criteria for the allotment of the shares.
The Shareholders' Meeting also decided that (i) the total number of free shares granted under this authorization may not exceed 4,000,000 Shares (the envelope volume is defined and optimized taking into account both the annual allocations as per our Compensation policy and the potential needs in case of acquisition as to ensure our key employees' retention), (ii) the allocation of shares to their beneficiaries will be definitive only after a vesting period of a minimum set at two years for tax residents of France and a minimum of four years for beneficiaries non tax residents of France, (iii) the beneficiaries will be subject, where appropriate, to an obligation to retain shares in a period of two years from the end of the vesting period for tax residents of France and that the retention period for beneficiaries not tax residents of France would be deleted, and (iv) the Company's Board of Directors of the Company will have the authority to increase the lengths of the acquisition period and the holding obligation period.
This authorization was given for a period of twenty-four months from 6 May 2014 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 25 April 2013.
Moreover, it should be noted that SCOR is committed to the neutral impact of each performance share allocation in terms of dilution. To achieve this, performance share allocation plans are covered through the allocation of existing shares taken from the treasury shares held by the Company in the context of its share buyback program, and not via the creation of new shares. Thus, there is no dilution regarding the granting of performance shares.
Following the authorization by the Shareholders' Meeting on 25 April 2013, the Company's Board of Directors of 4 March 2014, on the proposal of the Compensation and Nominations Committee of 25 February 2014, decided to grant performance shares to the Chairman and Chief Executive Officer, the other members of the Executive Committee and the other Partners.
The Company's Board of Directors of 4 March 2014, on the proposal of the Compensation and Nominations Committee of 25 February 2014, decided to allocate 125,000 performance shares to the Chairman and Chief Executive Officer and 320,000 performance shares to the other members of the Executive Committee.
The Chairman and CEO, under the authority given by the Board of Directors held on 4 March 2014 for the implementation of this plan, allocated 1,260,280 performance shares to the other Partners (623 Partners) and 199,750 free shares to Non Partners of the Company (1,484 Non Partners) on 4 March 2014.
The conditions of the plan are similar to those previously settled on by SCOR (notably with regards to the presence condition), with a vesting period of two years for the tax residents in France (and an obligation to retain shares for a period of two years after the end of the vesting period), and of four years for beneficiaries not tax resident in France.
All the shares awarded to the Chairman and Chief Executive Officer, to the other Executive Committee members, to the Executive Global Partners and Senior Global Partners and half of the allocations awarded to the other Partners (below Senior Global Partners), are subject to the satisfaction of performance conditions. The performance conditions are defined as follows:
For the Chairman and Chief Executive Officer, the other Executive Committee members, the Executive Global Partners and the Senior Global Partners, the performance conditions will be deemed satisfied if, in addition to the mandatory condition (5) below, at least three out of the four other conditions listed below are met:
(1) The solvency ratio at the end of each quarter must not be lower than 150% for the years 2014 and 2015;
Nevertheless, if condition (4) is not met and, in addition, one of the three performance conditions (1), (2) or (3) is considered not to have been met, only a reduced percentage of the initial performance share allocation, in accordance with the table below, will be granted:
| SCOR Group's ROE achievement above the risk-free rate | Proportion of the shares |
|---|---|
| (average over two financial years) | definitively granted |
| Starting from 1,000 bps | 100% |
| Between 800 and up to 999 bps | 90% |
| Between 600 and up to 799 bps | 70% |
| Between 400 and up to 599 bps | 50% |
| Between 301 and up to 399 bps | 25% |
| Below or equal to 300 bps | 0% |
Therefore, in case of actual misconduct as per the Code of Conduct (condition (5)), for instance in the event of fraud, the beneficiary will lose all of his/her performance shares benefits (clawback policy).
For the other beneficiaries (below Senior Global Partners), the performance conditions will be deemed satisfied if, in addition to the mandatory condition (5) below, at least three of the four other conditions listed below are met:
(1) The solvency ratio at the end of each quarter must not be lower than 150% for the years 2014 and 2015;
Therefore, in case of actual misconduct as per the Code of Conduct (condition (5)), for instance in the event of fraud, the beneficiary will lose all of his/her performance shares benefits (clawback policy).
Following the authorization by the Shareholders' Meeting on 25 April 2013, the Company's Board of Directors of 4 March 2014, on the proposal of the Compensation and Nominations Committee of 25 February 2014, reproduced a SCOR Long Term Incentive Plan (the "LTIP"), for selected managers and executives of the Group in order to ensure retention of key employees. The performance measurement of this plan of LTIP is set to six years.
This compensation scheme reflects best market practices and aims to involve and associate our key employees in the Group long-term development. The LTIP plan is entirely based on SCOR performance shares.
The Chairman and CEO, under the authority given by the Board of Directors held on 4 March 2014 for the implementation of this plan, allocated on 4 March 2014 120,000 performance shares to 41 Partners of the Company.
All the shares made under the LTIP are subject to the satisfaction of the performance conditions. The performance conditions are defined as follows:
on one hand, in addition to the mandatory condition (5), at least three of the four other conditions listed below will have to be met:
(1) The solvency ratio at the end of each quarter must not be lower than 150% for the years 2014 and 2015;
Therefore, in case of actual misconduct as per the Code of Conduct (condition (5)), for instance in the event of fraud, the beneficiary will lose all of his/her performance shares benefits (clawback policy).
The conditions of the LTIP plan are a vesting period of six years for the tax residents in France (and an obligation to retain shares for a period of two years after the end of the vesting period), and of eight years for the beneficiaries not tax resident in France.
Following the authorization granted by the Shareholders' Meeting of 6 May 2014, the Company's Board of Directors of 30 July 2014, on the proposal of the Compensation and Nomination Committee of 29 July 2014, decided to implement a collective free shares Plan for Group employees with French employment contracts. This decision was taken under the terms of the collective bargaining agreement signed on 3 July 2014, as part of the negotiations with the social partners in France concerning the profit sharing arrangement established by the 28 July 2011 law on social security financing in 2011. The plan includes an identical attribution of 5 free shares, with no conditions relating to presence or performance. Following this decision, 3,490 free shares were allocated on 30 July 2014 to 698 Group employees with French employment contracts (except the Chairman and Chief Executive Officer).
Following the authorization by the Shareholders' Meeting on 6 May 2014, the Company's Board of Directors of 5 November 2014, on the proposal of the Compensation and Nominations Committee of 5 November 2014, decided to grant performance shares to certain Partners employed after 4 March 2014.
The Chairman and CEO, under the authority given by the Board of Directors held on 5 November 2014 for the implementation of this plan, allocated 2014 35,000 performance shares to 23 Partners of the Group on 5 November.
The conditions of this plan are similar to those SCOR usually decides (notably with regards to the presence condition), with a vesting period of four years for all beneficiaries who are not tax residents in France and a vesting period of two years for beneficiaries who are tax residents in France (and an obligation to retain shares for a period of two years after the end of the vesting period).
All the shares awarded to the Senior Global Partners and half of the allocations awarded to the other (below Senior Global Partners) beneficiaries, are subject to the satisfaction of performance conditions (for the description of the performance conditions, refer to Section 17.3.2 – Free Share Allocation Plans – 4 March 2014 performance shares).
Following the authorization by the Shareholders' Meeting on 6 May 2014, the Company's Board of Directors of 5 November 2014, on the proposal of the Compensation and Nominations Committee of 5 November 2014, has approved the implementation of a specific plan for free shares promised at hiring in order to attract employee of Designate Partner status.
The conditions of this plan are specific (i.e. extension to three years for the presence condition), with a vesting period of three years for tax residents in France (and an obligation to retain shares for a period of two years after the end of the vesting period), and of five years for the beneficiaries not tax residents in France.
All the shares awarded to the Senior Global Partners and half of the allocations awarded to the other (below Senior Global Partners) beneficiaries, are subject to the satisfaction of performance conditions (for the description of the performance conditions, refer to Section 17.3.2 – Free Share allocation plans – 4 March 2014 performance shares).
The Chairman and CEO, under the authority given by the Board of Directors held on 5 November 2014 for the implementation of this plan, allocated on 1 December 2014 28,000 performance shares to 11 Partners of the Group.
| Total number of LTIP shares allocated in 2014 |
Total number of beneficia ries of LTIP in 2014 |
Total number of shares allocated in 2014 (excluding LTIP and PPP) |
Total number of beneficiaries in 2014 (excluding LTIP and PPP) |
Total number of LTIP shares allocate d in 2013 |
Total number of benefici aries of LTIP in 2013 |
Total number of shares allocated in 2013 (excluding LTIP and PPP) |
Total number of beneficia ries in 2013 (excludin g LTIP and PPP) |
||
|---|---|---|---|---|---|---|---|---|---|
| Corporate Officer |
.(1) | - | - | 125,000 | 1 | - | - | 125,000 | 1 |
| Members of the Executive Committee |
- | - | 320 000 | 7 | 176,000 | 4 | 336,000 | 8 | |
| Partners | 120,000 | 41 | 1,323,280 | 657 | 142,000 | 31 | 1,345,950 | 580 | |
| Non Partners |
- | - | 199,750 | 1,484 | - | - | 16,800 | 84 | |
| Total | 120,000 | 41 | 1,968,030 | 2,149 | 318,000 | 35 | 1,823,750 | 673 |
The table below presents the total number of shares allocated in 2013 and 2014 by category within the Group:
(1) Chairman and Chief Executive Officer
In 2014, the Compensation and Nomination Committee observed the validation of 100% of performance conditions attached to the 2012 performance shares plans as defined in the 2012 reference document.
The following table shows the free shares plans currently in force within the Group:
| Start of | Free shares allocated to |
|||||
|---|---|---|---|---|---|---|
| Shareholders | acquisition period | the ten first | Source | |||
| meeting and | Total | / start of the | Total | employees | Allocation | of |
| Company's | number of | holding period / | number | non | conditions | shares |
| Board of | shares | duration of the | of | corporate | and | to be |
| Directors | allocated | holding period | beneficiaries | officers | criteria | allocated |
| Requirement of | ||||||
| presence at the | ||||||
| From 1 December | company as at | |||||
| 2014 to 1 | 1 December | |||||
| December 2017 | 2017 | |||||
| 6 May 2014 | included | Performance | Treasury | |||
| 5 November 2014 | 7,000 | 2 years | 3 | 7,000 | conditions | shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 1 December 2014 to 1 |
company as at 1 December |
|||||
| December 2019 | 2017 | |||||
| 6 May 2014 | included | Performance | Treasury | |||
| 5 November 2014 | 21,000 | No holding period | 8 | 21,000 | conditions | shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 5 November | company as at | |||||
| 2014 to 5 | 5 November | |||||
| November 2018 | 2016 | |||||
| 6 May 2014 | included | Performance | Treasury | |||
| 5 November 2014 | 27,500 | No holding period | 17 | 21,000 | conditions | shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 5 November | company as at | |||||
| 2014 to 5 | 5 November | |||||
| November 2016 | 2016 | |||||
| 6 May 2014 | included | Performance | Treasury | |||
| 5 November 2014 | 7,500 | 2 years | 6 | 7,500 | conditions | shares |
| From 30 July 2014 | ||||||
| to 30 July 2016 | ||||||
| 6 May 2014 | included | Treasury | ||||
| 30 July 2014 | 3,490 | 2 years | 698 | 50 | - | shares |
| 25 April 2013 | From 4 March 2014 | Requirement of | Treasury | |||
| 4 March 2014 | 88,500 | to 4 mars 2022 | 31 | 51,000 | presence at the | shares |
| Shareholders acquisition period the ten first Source meeting and Total / start of the Total employees Allocation of Company's number of holding period / number non conditions shares Board of shares duration of the of corporate and to be Directors allocated holding period beneficiaries officers criteria allocated included company as at No holding period 4 March 2020 Performance conditions Requirement of presence at the From 4 March 2014 company as at to 4 March 2020 4 March 2020 25 April 2013 included Performance Treasury 4 March 2014 31,500 2 years 10 31,500 conditions shares Requirement of From 4 March 2014 presence at the to 4 mars 2018 company as at 25 April 2013 included 4 March 2016 Treasury 4 March 2014 147,965 No holding period 1,099 15,250 shares Requirement of From 4 March 2014 presence at the to 4 March 2016 company as at 25 April 2013 included 4 March 2016 Treasury 4 March 2014 51,785 2 years 385 5,000 shares Requirement of presence at the From 4 March 2014 company as at to 4 mars 2018 4 March 2016 25 April 2013 included Performance Treasury 4 March 2014 1,115,730 No holding period 429 320,000 conditions shares Requirement of presence at the From 4 March 2014 company as at to 4 March 2016 4 March 2016 25 April 2013 included Performance Treasury 4 March 2014 589,550 2 years 202 177,000 conditions shares Requirement of presence at the From 18 December company as at 2013 to 18 18 December 25 April 2013 December 2018 2016 18 December included Performance Treasury 2013 28,000 No holding period 4 28,000 conditions shares Requirement of presence at the From 18 December company as at 2013 to 18 18 December 25 April 2013 December 2016 2016 18 December included Performance Treasury 2013 9,500 2 years 5 9,500 conditions shares Requirement of presence at the From 5 November company as at 2013 to 5 5 November November 2017 2015 25 April 2013 included Performance Treasury 5 November 2013 13,500 No holding period 7 13,500 conditions shares Requirement of presence at the From 5 November company as at 2013 to 5 5 November November 2015 2015 25 April 2013 included Performance Treasury 5 November 2013 61,200 2 years 7 61,200 conditions shares From 2 October Requirement of 2013 to 2 October presence at the 25 April 2013 2017 included company as at Treasury 2 October 2012 287,500 No holding period 35 207,000 2 October 2015 shares |
Free shares | |||
|---|---|---|---|---|
| Start of | allocated to | |||
| Free shares | ||||||
|---|---|---|---|---|---|---|
| Shareholders | Start of acquisition period |
allocated to the ten first |
Source | |||
| meeting and | Total | / start of the | Total | employees | Allocation | of |
| Company's | number of | holding period / | number | non | conditions | shares |
| Board of | shares | duration of the | of | corporate | and | to be |
| Directors | allocated | holding period | beneficiaries | officers | criteria | allocated |
| Performance conditions |
||||||
| From 2 October | Requirement of | |||||
| 2013 to 2 October | presence at the | |||||
| 25 April 2013 | 2017 included | company as at | Treasury | |||
| 2 October 2012 | 16,800 | No holding period | 84 | 2,000 | 2 October 2015 | shares |
| Requirement of | ||||||
| From 5 March 2013 | presence at the company as at |
|||||
| to 5 March 2021 | 5 March 2019 | |||||
| 3 May 2012 | included | Performance | Treasury | |||
| 5 March 2013 | 232,500 | No holding period | 24 | 190,000 | conditions | shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 5 March 2013 | company as at | |||||
| 3 May 2012 | to 5 March 2019 included |
5 March 2019 Performance |
Treasury | |||
| 5 March 2013 | 85,500 | 2 years | 11 | 83,500 | conditions | shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 5 March 2013 | company as at | |||||
| to 5 March 2017 | 5 March 2015 | |||||
| 3 May 2012 5 March 2013 |
878,450 | included No holding period |
363 | 273,000 | Performance conditions |
Treasury shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 5 March 2013 | company as at | |||||
| to 5 March 2015 | 5 March 2015 | |||||
| 3 May 2012 | included | Performance | Treasury | |||
| 5 March 2013 | 528,800 | 2 years | 168 | 178,000 | conditions Requirement of |
shares |
| presence at the | ||||||
| company as at | ||||||
| From 30 October | 30 October | |||||
| 2012 to 30 October | 2014 | |||||
| 3 May 2012 30 October 2012 |
24,000 | 2016 included No holding period |
12 | 22,000 | Performance conditions |
Treasury shares |
| Requirement of | ||||||
| presence at the | ||||||
| company as at | ||||||
| From 30 October | 30 October | |||||
| 2012 to 30 October | 2014 | |||||
| 3 May 2012 30 October 2012 |
74,400 | 2014 included 2 years |
12 | 73,000 | Performance conditions |
Treasury shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 26 July 2012 | company as at | |||||
| to 26 July 2018 | 26 July 2018 | |||||
| 3 May 2012 | included | Performance | Treasury | |||
| 26 July 2012 | 57,500 | 2 years | 12 | 52,500 | conditions Requirement of |
shares |
| presence at the | ||||||
| From 26 July 2012 | company as at | |||||
| to 26 July 2020 | 26 July 2018 | |||||
| 3 May 2012 | included | Performance | Treasury | |||
| 26 July 2012 | 51,000 | No holding period From 26 July 2012 |
11 | 49,000 | conditions | shares |
| to 26 July 2014 | ||||||
| 3 May 2012 | included | Treasury | ||||
| 26 July 2012 | 3,180 | 2 years | 636 | 50 | - | shares |
| From 3 May 2012 | Requirement of | |||||
| to 3 May 2014 | presence at the | |||||
| 3 May 2012 3 May 2012 |
125,000 | included 2 years |
1 | - | company as at 3 May 2014 |
Treasury shares |
| Start of | Free shares allocated to |
|||||
|---|---|---|---|---|---|---|
| Shareholders | acquisition period | the ten first | Source | |||
| meeting and | Total | / start of the | Total | employees | Allocation | of |
| Company's Board of |
number of shares |
holding period / duration of the |
number of |
non corporate |
conditions and |
shares to be |
| Directors | allocated | holding period | beneficiaries | officers | criteria | allocated |
| Performance conditions |
||||||
| Requirement of | ||||||
| From 19 March | presence at the company as at |
|||||
| 2012 to 19 March | 19 March 2014 | |||||
| 4 May 2011 | 2016 included | Performance | Treasury | |||
| 19 March 2012 | 1,103,750 | No holding period | 349 | 326,000 | conditions Requirement of |
shares |
| presence at the | ||||||
| From 19 March | company as at | |||||
| 4 May 2011 | 2012 to 19 March 2014 included |
19 March 2014 Performance |
Treasury | |||
| 19 March 2012 | 418,950 | 2 years | 155 | 182,000 | conditions | shares |
| From 19 March | Requirement of | |||||
| 4 May 2011 | 2012 to 19 March 2016 included |
presence at the company as at |
Treasury | |||
| 19 March 2012 | 122,590 | No holding period | 931 | 2,000 | 19 March 2014 | shares |
| From 19 March | Requirement of | |||||
| 4 May 2011 | 2012 to 19 March 2014 included |
presence at the company as at |
Treasury | |||
| 19 March 2012 | 45,650 | 2 years | 344 | 2,000 | 19 March 2014 | shares |
| Requirement of | ||||||
| From 12 December | presence at the company as at |
|||||
| 2011 to 12 | 12 December | |||||
| December 2013 | 2013 | |||||
| 4 May 2011 | included | Performance | Treasury | |||
| 9 November 2011 | 11,000 | 2 years | 2 | 11,000 | conditions Requirement of |
shares |
| presence at the | ||||||
| From 12 December | company as at | |||||
| 2011 to 12 December 2015 |
12 December 2013 |
|||||
| 4 May 2011 | included | Performance | Treasury | |||
| 9 November 2011 | 7,800 | No holding period | 4 | 7,800 | conditions | shares |
| From 12 December 2011 to 12 |
Requirement of presence at the |
|||||
| December 2015 | company as at | |||||
| 4 May 2011 | included | 12 December | Treasury | |||
| 9 November 2011 | 100,680 | No holding period From 12 December |
1,004 | 1,600 | 2013 Requirement of |
shares |
| 2011 to 12 | presence at the | |||||
| December 2013 | company as at | |||||
| 4 May 2011 9 November 2011 |
40,340 | included 2 years |
376 | 2,620 | 12 December 2013 |
Treasury shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 1 September | company as at 1 September |
|||||
| 2011 to | 2017 | |||||
| 4 May 2011 | 1 September 2017 | Performance | Treasury | |||
| 27 July 2011 | 415,500 | included 2 years | 21 | 253,000 | conditions | shares |
| Requirement of presence at the |
||||||
| company as at | ||||||
| From 1 September | 1 September | |||||
| 4 May 2011 | 2011 to 1 September 2019 |
2017 Performance |
Treasury | |||
| 27 July 2011 | 297,500 | No holding period | 30 | 222,500 | conditions | shares |
| Free shares | ||||||
|---|---|---|---|---|---|---|
| Shareholders | Start of acquisition period |
allocated to the ten first |
Source | |||
| meeting and | Total | / start of the | Total | employees | Allocation | of |
| Company's | number of | holding period / | number | non | conditions | shares |
| Board of Directors |
shares allocated |
duration of the holding period |
of beneficiaries |
corporate officers |
and criteria |
to be allocated |
| Requirement of | ||||||
| presence at the | ||||||
| From 1 September 2011 to |
company as at 1 September |
|||||
| 1 September 2013 | 2013 | |||||
| 4 May 2011 | included | Performance | Treasury | |||
| 27 July 2011 | 15,800 | 2 years | 4 | 15,800 | conditions | shares |
| Requirement of presence at the |
||||||
| From 1 September | company as at | |||||
| 2011 to | 1 September | |||||
| 1 September 2015 | 2013 | |||||
| 4 May 2011 27 July 2011 |
320,850 | included No holding period |
85 | 122,500 | Performance conditions |
Treasury shares |
| Requirement of | ||||||
| presence at the | ||||||
| company as at | ||||||
| 28 April 2010 | From 7 March 2011 to 7 March 2013 |
7 March 2013 Performance |
Treasury | |||
| 7 March 2011 | 663,480 | included 2 years | 148 | 269,500 | conditions | shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 7 March 2011 to 7 March 2015 |
company as at 7 March 2013 |
|||||
| 28 April 2010 | included | Performance | Treasury | |||
| 7 March 2011 | 687,060 | No holding period | 249 | 216,500 | conditions | shares |
| From 17 December | Requirement of | |||||
| 2010 to | presence at the | |||||
| 28 April 2010 | 17 December 2012 included |
company as at 17 December |
Treasury | |||
| 28 April 2010 | 6,120 | 2 years | 25 | 2,970 | 2012 | shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 12 October 2010 to |
company as at 12 October |
|||||
| 12 October 2012 | 2012 | |||||
| 28 April 2010 | included | Performance | Treasury | |||
| 28 April 2010 | 26,500 | 2 years | 11 | 26,000 | conditions | shares |
| Requirement of presence at the |
||||||
| company as at | ||||||
| From 12 October | 12 October | |||||
| 28 April 2010 | 2010 to 12 October 2014 included |
2012 Performance |
Treasury | |||
| 28 April 2010 | 18,410 | No holding period | 9 | 18,410 | conditions | shares |
| Requirement of | ||||||
| From 2 March 2010 | presence at the company as at |
|||||
| to 2 March 2012 | 2 March 2012 | |||||
| 15 April 2009 | included | Performance | Treasury | |||
| 2 March 2010 | 680,700 | 2 years | 123 | 281,500 | conditions | shares |
| Requirement of presence at the |
||||||
| From 2 March 2010 | company as at | |||||
| to 2 March 2014 | 2 March 2012 | |||||
| 15 April 2009 | included | Performance | Treasury | |||
| 2 March 2010 | 716,600 | No holding period From 2 March 2010 |
219 | 190,000 | conditions Requirement of |
shares |
| to 2 March 2012 | presence at the | |||||
| 15 April 2009 | included | company as at | Treasury | |||
| 2 March 2010 | 66,780 | 2 years | 318 | 2,100 | 2 March 2012 | shares |
| Free shares | ||||||
|---|---|---|---|---|---|---|
| Start of | allocated to | |||||
| Shareholders meeting and |
Total | acquisition period / start of the |
Total | the ten first employees |
Allocation | Source of |
| Company's | number of | holding period / | number | non | conditions | shares |
| Board of | shares | duration of the | of | corporate | and | to be |
| Directors | allocated | holding period | beneficiaries | officers | criteria | allocated |
| From 2 March 2010 | Requirement of | |||||
| to 2 March 2014 | presence at the | |||||
| 15 April 2009 2 March 2010 |
148,260 | included No holding period |
706 | 2,100 | company as at 2 March 2012 |
Treasury shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 25 November | company as at | |||||
| 2009 to 25 | 25 November | |||||
| November 2011 | 2011 | |||||
| 15 April 2009 15 April 2009 |
72,000 | included 2 years |
7 | 72,000 | Performance conditions |
Treasury shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 25 November | company as at | |||||
| 2009 to 25 | 25 November | |||||
| November 2013 | 2011 | |||||
| 15 April 2009 | included | Performance | Treasury | |||
| 15 April 2009 | 16,500 | No holding period | 10 | 16,500 | conditions Requirement of |
shares |
| presence at the | ||||||
| From 15 April 2009 | company as at | |||||
| to 15 April 2011 | 15 April 2011 | |||||
| 15 April 2009 | included | Performance | Treasury | |||
| 15 April 2009 | 30,500 | 2 years | 18 | 21,000 | conditions | shares |
| Requirement of presence at the |
||||||
| From 15 April 2009 | company as at | |||||
| to 15 April 2013 | 15 April 2011 | |||||
| 15 April 2009 | included | Performance | Treasury | |||
| 15 April 2009 | 85,500 | No holding period | 50 | 25,000 | conditions | shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 16 March 2009 to 16 March |
company as at 16 March 2011 |
|||||
| 7 May 2008 | 2011 | Performance | Treasury | |||
| 16 March 2009 | 599,800 | 2 years | 110 | 225,000 | conditions | shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 16 March 2009 to 16 March |
company as at 16 March 2011 |
|||||
| 7 May 2008 | 2013 | Performance | Treasury | |||
| 16 March 2009 | 694,000 | No holding period | 189 | 193,000 | conditions | shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 3 March 2009 | company as at | |||||
| 7 May 2008 3 March 2009 |
65,800 | to 3 March 2011 2 years |
329 | 2,000 | 15 February 2011 |
Treasury shares |
| Requirement of | ||||||
| presence at the | ||||||
| From 3 March 2009 | company as at | |||||
| 7 May 2008 | to 3 March 2013 | 15 February | Treasury | |||
| 3 March 2009 | 149,600 | No holding period | 748 | 2,000 | 2011 | shares |
| Requirement of presence at the |
||||||
| company as at | ||||||
| 26 August 2008 to | 15 August 2010 | |||||
| 7 May 2008 | 27 August 2010 | Performance | Treasury | |||
| 26 August 2008 | 427,500 | 2 years | 132 | 98,500 | conditions | shares |
| Requirement of | ||||||
| From 26 August 2008 to |
presence at the company as at |
|||||
| 26 August 2012, | 15 August 2010 | |||||
| 7 May 2008 | included / | Performance | Treasury | |||
| 26 August 2008 | 771,500 | No holding period | 244 | 110,000 | conditions | shares |
| Shareholders meeting and Company's Board of Directors |
Total number of shares allocated |
Start of acquisition period / start of the holding period / duration of the holding period |
Total number of beneficiaries |
Free shares allocated to the ten first employees non corporate officers |
Allocation conditions and criteria |
Source of shares to be allocated |
|---|---|---|---|---|---|---|
| 7 May 2008 7 May 2008 |
195,000 | 7 May 2008 8 May 2010 2 years |
5 | 120,000 | Requirement of presence at the company as at 30 April 2010 Performance conditions |
Treasury shares |
| 7 May 2008 7 May 2008 |
84,000 | From 7 May 2008 to 7 May 2012 included / No holding period |
3 | 84,000 | Requirement of presence at the company as at 30 April 2010 Performance conditions |
Treasury shares |
| 24 May 2007 24 May 2007 |
874,000 | 24 May 2007 24 May 2011 No holding period |
242 | 219,000 | Requirement of presence at the company as at 30 April 2009 |
Treasury shares |
Refer also to Section 20.1.6 – Notes to the consolidated financial statements, Note 18 – Stock options and share awards.
During the 2014 allocation, the rights vested into shares by the ten employees of the Company and of any company included in its consolidation whose number of shares thus obtained is the highest represent 415,000 shares. Those rights concerned, for the tax residents of France, the Free Share Plan of 19 March 2012, 3 May 2012 and 30 October 2012 whose transfer occurred on 20 March 2014, 4 May 2014 and 31 October 2014 and, for the not tax resident in France, the Free Share Plan of 2 March 2010 whose transfer occurred on 3 March 2014.
For the list of the stock options plans currently in force within the Group refer to Appendix A – 1.5. Notes to the corporate financial statements, Note 12 – Stock Options.
For the number of stock options held on the issuer and on the companies referred to previously and exercised during the financial year by the ten employees of the issuer or these companies, whose number of shares thus purchased or subscribed is the highest, as well as the stock options granted during the financial year by the issuer and by any company included in the scope of allocation of the options to the ten employees of the issuer and of any company included in such scope whose number of stock options thus granted is the highest, refer to table in Section 17.2.2 – Stock options held by the members of the Executive Committee and other company officers as at 31 December 2014.
Group employees (excluding directors and officers) may invest in the Employee Savings Plan. An agreement specifies the principle, financing, and conditions of the Plan. The Employee Savings Plan has four mutual investment funds, two of which are entirely dedicated to SCOR. An employer's contribution is expected on two funds. The funds may receive several types of deposits: sums received from profit-sharing plans, collective incentive plans, or any other voluntary contributions.
On 6 May 2014, the Combined Shareholders' Meeting of the Company in its twenty-fifth resolution delegated its authority to the Company's Board of Directors in order to increase the share capital by issuing shares reserved for employees of the company and of French and foreign companies affiliated with it pursuant to Article L. 225-180 of the French Commercial Code, who are participants in savings plans and/or any mutual funds, eliminating the pre-emptive right they have. This new authorization replaces the authorization granted by the General Shareholders' Meeting of 25 April 2013.
As at the date of the Registration Document, the Company's Board of Directors has not exercised this authorization. This authorization was granted for a period of eighteen months as at the date of the Combined Shareholders' Meeting on 6 May 2014.
Several defined contributions and benefits pensions schemes are settled in the Group and presented below.
17.4.1 DEFINED CONTRIBUTION PENSION SCHEMES
The following table provides an overview of the primary defined contribution pension schemes in place in the Group.
| Country | Name of the plan | Number of plans | Benefits related description | ||
|---|---|---|---|---|---|
| Germany | SCOR Pension Plan 2011 | 1 | Defined Contribution Plan (provides old age pension in combination with disability and /or survivors pension according to employees needs/choice) |
||
| United States | SCOR U.S. Group Retirement and | 401(k) Plan - Participants are allowed to make pre-tax contributions up to 50% of their bi-weekly salary. Employer matches up to 4% of bi-weekly salary. |
|||
| Savings Plan | 1 | Defined Contribution Retirement Program (Employer funding varies by employee depending on age and service) |
|||
| United Kingdom |
UK Branch Stakeholder Pension Scheme (Friends Life) |
Individual Funds accumulate from contributions and investment returns. At |
|||
| UK Branch Stakeholder Pension Scheme (AEGON) |
3 | retirement it is possible to take a part of the fund as a tax free cash lump sum and the balance must be used to provide a pension via annuity purchase or pension drawdown. |
|||
| UK Branch Stakeholder Pension Plan (Standard Life) |
Executive Committee members benefit from collective pension plans that are in place in their own entity and do not have any specific scheme.
The following table provides an overview of the primary defined benefits pension schemes in place in the Group.
| Country | Scheme Identification | Number of schemes |
Benefit related description |
|---|---|---|---|
| France | "Indemnités de Départ à la Retraite", "Congés Fin de Carrière" |
3 | Pension defined according to conditions of seniority in the company. |
| Supplemental Defined Benefit Plan (1) |
Additional pension payment providing, depending on length of service and under the retirement conditions in force at SCOR, between 5% and 50% (by a maximum of 5% per year) of the average of the last five salaries, less any pension benefits acquired under other collective and mandatory pension schemes. Thus, the amount of the SCOR pension shall in no case exceed 45% of the reference compensation. This plan has been closed since 2008. |
||
| Switzerland | Pension Fund of SCOR Switzerland |
1 | Annuity or lump sum benefit paid at normal retirement age. The amount is equal to the accrued savings and depends on the retirement date. |
| Germany | Pension | 6 | Payment of the pension benefits is based on the duration of affiliation to the Pension Scheme. The pension schemes serve the purpose of supplying benefits to the employees in their retirement and in the event of occupational (Professional) disability, as well as at ensuring provisions in case of an employee's death. |
| United States |
Pension | 7 | The amount of annual benefit is paid at Normal Retirement Date in monthly installments for life is 46% of Average Monthly Compensation, multiplied by a fraction, not exceed 1 and based on seniority upon retirement. The SCOR US Group Pension Plan was frozen on 10/01/2006. The Generali Employees' Retirement Plan provides participants with a benefit at retirement based on |
| age, final average earnings and service. The Plan is funded by the employer. |
|||
| United Kingdom |
Pension (2) | 1 | The pension is equal to 1/60th of Final Pensionable Salary for each year of membership of the scheme up to Normal Retirement Date. |
| The Scheme closed to future accrual on 31 December 2013 with past service accrued benefits preserved in the Scheme as deferred pensions. |
(1) This scheme regroups a limited number of beneficiaries (with an executive status). It was closed to new entrants as at 30 June 2008
(2) This pension scheme has been closed on 31 December 2013
Executive Committee members benefit from the collective pension schemes in place in their entity and do not have any specific plan except for members with Swiss contracts who have been awarded a similar advantage than the one granted to the other French Executive Committee members hired before 30 June 2008.
| 18.1 | Significant shareholders known to SCOR |
177 |
|---|---|---|
| 18.2 | Negative statement as to the absence of differences between the voting rights of various shareholders |
180 |
| 18.3 | Direct or indirect control by one shareholder |
180 |
| 18.4 | Agreement which could result in a subsequent change in control |
180 |
Distribution of capital (number of shares, % of capital and voting rights) – (i) shareholders having more than 2.5% of the registered capital and/or voting rights and (ii) shareholders members of the Board of Directors (on the basis of a study of identifiable share bearers ("Titres aux Porteurs Identifiables" – "TPI") conducted by the Company as at 10 December 2014; there has been no significant change in the distribution of capital between 10 December 2014 and 31 December 2014):
| % voting | |||
|---|---|---|---|
| As at 31 December 2014 | Number of shares | % of capital | .(1) rights |
| Patinex AG | 15,000,000 | 7.78% | 8.06% |
| Tweedy, Browne Company LLC | 9,919,884 | 5.15% | 5.33% |
| Alecta Kapitalförvaltning AB | 8,000,000 | 4.15% | 4.30% |
| Groupe Malakoff (2) | 5,875,506 | 3.05% | 3.16% |
| Allianz Global Investors Europe GmbH | 5,030,476 | 2.61% | 2.70% |
| Epoch Investment Partners, Inc | 4,920,994 | 2.55% | 2.64% |
| Treasury Shares | 6,593,132 | 3.42% | - |
| Employees (3) | 5,529,173 | 2.87% | 2.97% |
| Others | 131,822,314 | 68.42% | 70.84% |
| TOTAL | 192,691,479 | 100.0% | 100.0% |
(1) The percentage of voting rights is determined on the basis of the number of shares at closure, excluding the Company's own treasury shares
(2) Member of the Board (3) Employee shares eligible to vote, excluding sold or transferred employee shares; previous Registration Document figures contained also sold or transferred shares
Source: TPI and Thomson One
In March 2015, SCOR has been informed of the signing of a purchase agreement by Sompo Japan Nipponkoa Holdings, Inc. (SOMPO), a Japanese insurance company, concerning the entire holding of Patinex AG in SCOR (i.e. 7.78% of SCOR's capital and 8.06% of its voting rights). SOMPO has declared that it wishes to increase this holding to 15%, subject to the receipt of the required regulatory approvals.
Distribution of capital (number of shares, % of capital and voting rights) – (i) shareholders having more than 2.5% of the registered capital and/or voting rights and (ii) shareholders members of the Board of Directors (on the basis of a study of identifiable share bearers ("Titres aux Porteurs Identifiables" – "TPI") conducted by the Company as at 31 December 2013):
| % voting | |||
|---|---|---|---|
| As at 31 December 2013 | Number of shares | % of capital | .(1) rights |
| Patinex AG | 15,000,000 | 7.78% | 8.09% |
| Alecta Kapitalförvaltning AB | 8,000,000 | 4.15% | 4.31% |
| Generali Investments France S.A. | 5,903,651 | 3.06% | 3.18% |
| Groupe Malakoff(2) | 5,875,506 | 3.05% | 3.17% |
| Treasury Shares | 7,343,237 | 3.81% | - |
| Employees(3) | 7,879,839 | 4.09% | 4.25% |
| Others | 142,755,678 | 74.06% | 77.00% |
| TOTAL | 192,757,911 | 100.00% | 100.00% |
(1) The percentage of voting rights is determined on the basis of the number of shares at closure, excluding the Company's own treasury shares
(2) Member of the Board
(3) Including sold or transferred employee shares
Source: TPI and Thomson One
Distribution of capital (number of shares, % of capital and voting rights) – (i) shareholders having more than 2.5% of the registered capital and/or voting rights and (ii) shareholders members of the Board of Directors (on the basis of a study of identifiable share bearers ("Titres aux Porteurs Identifiables" – "TPI") conducted by the Company as at 31 December 2012):
| % voting | |||
|---|---|---|---|
| As at 31 December 2012 | Number of share | % of capital | .(1) rights |
| Patinex AG | 15,000,000 | 7.80% | 8.18% |
| Alecta Kapitalförvaltning AB | 8,690,000 | 4.52% | 4.74% |
| Generali Investments France S.A. | 5,903,700 | 3.07% | 3.22% |
| Groupe Malakoff (2) | 5,875,500 | 3.05% | 3.20% |
| BNP Paribas Asset Management | |||
| (France) | 4,049,000 | 2.10% | 2.21% |
| BNP Paribas Investment Partners | |||
| Belgium SA | 3,691,300 | 1.92% | 2.01% |
| Treasury Shares | 8,930,686 | 4.64% | - |
| Employees (3) | 6,189,679 | 3.22% | 3.37% |
| Others | 134,054,354 | 69,68% | 73,07% |
| TOTAL | 192,384,219 | 100.00% | 100.00% |
(1) The percentage of voting rights is determined on the basis of the number of shares at closure, excluding the Company's own treasury shares
(2) Member of the Board (3) Including sold or transferred employee shares
Source: TPI and Ipreo
To SCOR's knowledge, there was no other shareholder than those indicated in the table above holding, directly or indirectly, alone or in concert, more than 2.5% of the share capital or voting rights of the Company as at 31 December 2014, 31 December 2013 and 31 December 2012.
SCOR regularly conducts TPI searches to find out the number and identity of its bearer shareholders. The results of those analyses are presented in the following table:
| TPI Date | December 2011 | December 2012 | December 2013 | December 2014 |
|---|---|---|---|---|
| Number of shareholders | 22,624 | 20,618 | 19,923 | 22,304 |
There is not any covenant stipulating preferential terms for the sale or purchase of Ordinary Shares eligible for trading, or for which application is pending, on a regulated stock market and representing 0.5% or more of our share capital or voting rights that has been notified to the AMF. No ordinary shares have been pledged.
To SCOR's knowledge, there is not any shareholder agreement, or other agreement, among Company shareholders pursuant to which they act in concert. To the Group's knowledge, there have been no transactions between Directors, officers, or shareholders holding more than 2.5% of the Company's share capital (or of the company controlling them) and the Company on terms other than market terms.
To its knowledge, except as disclosed above, the Company is not directly or indirectly owned or controlled by any other corporation, foreign government or any other natural or legal person severally or jointly and it is not aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.
To SCOR's knowledge, the percentage of share capital and voting rights held by its Directors and Officers was 3.83% as at 31 December 2014 (31 December 2013: 3.99%).
SCOR discloses below the thresholds declarations sent by the significant shareholders. SCOR is not responsible of ensuring of the completeness of these declarations.
On 14 March 2012, BNP Paribas Group declared that it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 8,338,596 shares or 4.34% of the capital and 8,338,596 voting rights or 4.34% of voting rights in SCOR.
On 3 May 2012, Amundi Asset Management declared that the three portfolio management companies of Group Amundi, i.e. Amundi, Societe Generale Gestion and Etoile Gestion further to an acquisition made on 2 May 2012, had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that they held in their OPCVM 6,553,079 shares, which represent a 3.4% of the voting rights.
On 4 July 2012, Alecta Pensionsförsäkring declared that it had fallen below the registered thresholds of 5.00% of the capital and voting rights in SCOR and that they held 9,400,000 shares representing 4.90% of the capital and voting rights in SCOR.
On 26 September 2012, Malakoff Mederic Assurances declared that it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR due to the acquisition, outside the market, of 5,335,996 shares from Malakoff Mederic Prevoyance. This transaction was part of an internal reclassification exercise within the Malakoff Mederic Group. On 11 April 2013, BNP Paribas Group declared that it had exceeded the registered thresholds of 5.00% of the capital in SCOR and that it held 9,946,005 shares or 5.16% of the capital and 9,342,590 voting rights or 4.84% of voting rights in SCOR.
On 29 April 2013, Federal Finance Gestion declared that it had exceeded the registered threshold of 2.5% of the capital and voting rights in SCOR and that it held 5,019,879 shares or 2.6% of the capital and 5,019,879 voting rights or 2.6% of voting rights in SCOR.
On 28 May 2013, BNP Paribas Asset Management declared that it had exceeded the registered threshold of 5.00% of the capital and voting rights in SCOR and that it held 10,303,599 shares or 5.36% of the capital and 9,727,973 voting rights or 5.06% of voting rights in SCOR.
On 25 November 2013, BNP Paribas Asset Management declared that it had fallen below the registered threshold of 5.00% of the capital and voting rights in SCOR and that it held 9,271,445 shares or 4.81% of the capital and 9,271,445 voting rights or 4.81% of voting rights in SCOR.
On 20 February 2014, BNP Paribas Investment Partners declared that it had fallen below the registered threshold of 2.5% of the capital and voting rights in SCOR and that it held 4,431,440 shares or 2.30% of the capital and 4,375,420 voting rights or 2.27% of the voting rights in SCOR.
On 12 May 2014, Amundi Asset Management declared that it had exceeded the registered threshold of 2.5% of the capital and voting rights in SCOR and that it held 5,821,202 shares or 3.01% of the capital and 5,821,202 voting rights or 3.01% of the voting rights in SCOR.
On 21 May 2014, Amundi Asset Management declared that it had fallen below the registered threshold of 2.5% of the capital and voting right in SCOR and that it held 4,755,109 shares or 2.46% of the capital and 4,755,109 voting rights or 2.46% of the voting rights in SCOR.
On 1 July 2014, Allianz Global Investors declared that it had exceeded the registered threshold of 2.5% of the capital and voting rights in SCOR and that it held 4,851,490 shares or 2.52% of the capital and 4,851,490 voting rights or 2.52% of the voting rights in SCOR.
On 14 July 2014, Tweedy Browne Company declared that it had exceeded the registered threshold of 2.5% of the capital and voting rights in SCOR and that it held 7,802,224 shares and 7,802,224 voting rights
On 22 September 2014, Generali VIE declared that it had fallen below the registered threshold of 2.5% of the capital and voting rights in SCOR and that it held 4,449,774 shares or 2.31% of the capital and 4,449,774 voting rights or 2.31% of the voting rights in SCOR.
On 21 October 2014, Tweedy Browne Company declared that it exceeded the registered threshold of 5.00% of the capital and voting rights in SCOR and that it held 9,836,884 shares of the capital and 9,488,574 voting rights.
On 24 November 2014, Amundi Asset Management declared that it had fallen below the registered threshold of 2.5% of the capital and voting rights in SCOR and that it held 4,696,943 shares or 2.43% of the capital and 4,696,943 voting rights or 2.43% of the voting rights in SCOR.
As at 31 December 2012:
As at 31 December 2013:
As at 31 December 2014:
Until 3 January 2009, pursuant to Article 8 ("Rights attached to each share") of the bylaws, for two years after the Company's reverse stock split, as decided by the Company's Combined Shareholders' Meeting on 16 May 2006 in its seventeenth resolution, each share with a par value of EUR 0.78769723 entitled the holder to one vote and each share with a par value of EUR 7.8769723 entitled the holder to ten votes, so that the number of votes attached to the shares remains proportional to the percentage of share capital they represent.
Since 3 January 2009 and the completion of the Company's reverse stock split, no further shares with a par value of EUR 0.78769723 are in existence and each share with a par value of EUR 7.8769723 entitles the holder to one vote.
Pursuant to Article 8 ("Rights attached to each share") of the bylaws (statuts), each Ordinary Share gives its owner the right to one vote at the Shareholders' Meetings. Pursuant to the new provisions of the third paragraph of Articles L. 225- 123 of the French commercial code (Code de Commerce) under Law N° 2014-384 of 29 March 2014, double voting rights are granted to all fully paid-up shares registered in the name of the same holder for at least two years, in accordance with the proportion of the share capital that such shares represent. Moreover, the duration of the registration shall start from the entry into force of the law on 2 April 2014, insofar as the bylaws (statuts) of SCOR do not contain any provisions on double voting rights. Furthermore, the bylaws (statuts) do not stipulate any limitation of voting rights. Therefore, the shareholders of the Company do not currently have different voting rights.
Not applicable.
Not applicable.
| 19.1 | Related party transactions | 183 |
|---|---|---|
| 19.2 | Regulated agreements | 183 |
| 19.3 | Special report of the auditors on regulated agreements and commitments |
183 |
Transactions with related parties as required by the regulations adopted under EC regulation No. 1606/2002, entered into by the Group appear in Section 20.1.6 – Notes to the consolidated financial statements, Note 24 – Related party transactions.
Regulated agreements and commitments in accordance with Articles L. 225-38 and following of the French Commercial Code appear in the Auditors special report in Section 19.3.
To the Shareholders,
In our capacity as statutory auditors of your company, we hereby report on certain related party agreements and commitments.
We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements and commitments indicated to us, or we would have identified performing our role. We are not required to comment as to whether they are beneficial or appropriate or to ascertain the existence of any such agreements and commitments. It is your responsibility, in accordance with Article R. 225-31 of the French commercial code (Code de Commerce to evaluate the benefits resulting from these agreements and commitments prior to their approval.
However, we are required to inform you in accordance with Article R. 225-31 of the French commercial code (Code de Commerce) concerning, if any, the implementation of the agreements and commitments which were already approved by the shareholders' meeting.
We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie Nationale des Commissaires aux Comptes) relating to this type of engagement. These procedures consisted in verifying that the information provided to us is consistent with the documentation from which it has been extracted.
In accordance with article L. 225-40 of the French commercial code (Code de Commerce) we have been advised of certain related party agreements and commitments which received prior authorization from your Board.
Two new agreements and commitments were signed during the year. Moreover, certain agreements which were authorized in a prior year and which were continued during the year were amended during 2014.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Member of the Board of Directors of BNP Paribas and Mrs. Fields Wicker-Miurin as Member of the Board of Directors of SCOR SE and BNP Paribas.
Authorization to sign the amendment # 6 to the Multicurrency Revolving Letter of Credit Facility Agreement between SCOR SE and BNP Paribas, as amended and authorization of a consolidated version of the Convention and its 6 amendments.
At its meeting of 30 July 2014, the Company's Board of Directors authorized and approved, pursuant to Article L. 225-38 of the French Commercial Code, the signature of amendment #6 to the Multicurrency Revolving Letter of Credit Facility Agreement signed between SCOR SE and BNP Paribas on 23 December 2008 and amended on 24 June 2010, 5 September 2011, 14 November 2011, 20 December 2012 and 7 June 2013 (hereinafter as amended, the Convention) in order to modify the financial covenants contained in the Convention.
Amendment #6 principally aims at extending the maturity date of the Convention to 31 December 2016 and at modifying some of the financial conditions of the Convention due to the evolution of the Group.
The companies party to the amendment #6 are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and SCOR Global Life Reinsurance Ireland LTD.
The amendment # 6 was not yet signed.
The Convention, as modified by subsequent amendments, gave rise to remuneration in compliance with market practices.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE.
Mr. Patrick Thourot as member of the Board of Directors of SCOR SE (Mr. Patrick Thourot ceased his duties as member of the Board of Directors of SCOR SE on 15 April 2009).
Amendment to the additional pension plan subject to Article 39 of the French Tax Code (Code Général des Impôts).
At its meeting of 18 March 2008, the Company's Board of Directors authorized pursuant to the Article L.225-38 of the French commercial code, the execution of an additional pension plan, which was ultimately executed on 15 May 2008.
At its meeting of 5 November 2014, the Company's Board of Directors approved an amendment to the settlement of supplementary pension plan that provides for:
In accordance with article R. 225-30 of the French commercial code (Code de Commerce), we have been advised that the implementation of the following agreements and commitments which were approved in prior years by the General Meeting remained current during the year, either with respect to the duration of the Convention or by the effect of an extension.
1. With Mr. Denis Kessler, Chairman and Chief Executive Officer of SCOR SE
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE.
Commitments for the benefit of Mr. Denis Kessler.
The Board of Directors, at its meetings of 4 May and 27 July 2011, in accordance with articles L. 225-38 and L. 225-42- 1 of the French Commercial Code, and upon the recommendation of the Compensations and Nominations Committee, renewed the commitments for the benefit of the Chairman and Chief Executive Officer, which had been decided by the Board of Directors on 21 March 2006 and amended on 12 December 2008. These commitments to the Chairman and Chief Executive Officer have been approved under the fifth resolution adopted at the Mixed Shareholders' Meeting of 3 May 2012, and are described in Appendix B - Report of the Chairman of the Board of Directors on the conditions for preparing and organizing the work of the Board and on internal control procedures and risk management in accordance with Article L. 225-37 of the French Commercial Code.
Pursuant to a decision dated 26 July 2012, taken in accordance with Article L. 225-42-1 of the French Commercial Code and with the provisions of Article L. 225-40 of the French Commercial Code, the Board of Directors of the Company has authorized, based on the recommendations of the Compensations and Nominations Committee of 25 July 2012, and in accordance with the decision of the Board of Directors dated 3 May 2012 and the subsequent commitments made by the Chairman and Chief Executive Officer during the Mixed Shareholders' Meeting of 3 May 2012, the adoption of an amendment to the regulated agreement relating to the commitments made for the benefit of the Chairman and Chief Executive Officer, the terms of which are outlined below, with respect notably to the compensation elements taken into account for the indemnity to be granted to Mr. Denis Kessler in case of his forced departure from the SCOR Group, as well as the performance conditions which this indemnity is subject to.
In the event that the Chairman and Chief Executive Officer is dismissed for fault or following a manifestly negative performance of the Company (the non-realization of the performance condition (C_n) defined below for at least two of the three preceding years), no indemnity will be paid to the Chairman and Chief Executive Officer.
In the event of a forced departure or a revocation ad nutum typically due to diverging views on the strategy of the Group, the Chairman and Chief Executive Officer will benefit from an indemnity limited to the amount of fixed and variable compensation paid to him during the last twenty-four months preceding the date of his departure from the Group. The payment of this indemnity shall be subject to the satisfaction of the performance condition (C_n) defined below for at least two of the last three fiscal years preceding the date of departure of the Chairman and Chief Executive Officer.
In the event that the Chairman and Chief Executive Officer is dismissed or his departure is imposed due to a hostile offer resulting in a change of control in the SCOR Group, the Chairman and Chief Executive Officer will benefit from an indemnity limited to the amount of fixed and variable compensation paid to him by the Group during the last twenty-four months preceding the date of his departure from the Group. The payment of the indemnity is subject to the satisfaction of the performance condition (C_n) defined below for at least two of the last three years preceding the date of departure of the Chairman and Chief Executive Officer.
In addition, the performance stock and stock options granted to the Chairman and Chief Executive Officer before his departure shall be subject, in their totality, to the only performance conditions of each plan as validated by the Board of Directors at the time of attribution: thereby focusing on the common interest to add value to the Group in the scope of the offer.
The performance condition (C_n) established by the Board of Directors on the recommendation of the Compensations and Nominations Committee will be achieved for the year n is at least three of the four conditions below are satisfied:
(A) SCOR's financial rating by S&P must be maintained to a minimum "A" on average in the years n-1 and n-2;
(B) SCOR Global P&C's net combined ratio must be less than or equal to 102% on average in the years n-1 and n-2;
(C) SCOR Global Life's technical margin must be higher than or equal to 3% on average in the years n-1 and n-2;
(D) The SCOR Group's return on equity "ROE" must be higher by 300 base points than the risk-free rate on average in the years n-1 and n-2.
In case of recognition of the achievement of the performance condition (C_n) by the Board of Directors, based on the recommendation of the Compensations and Nominations Committee, the indemnity for the last two events mentioned above will be paid to the Chairman and Chief Executive Officer as soon as possible.
The modifications of the commitments to the Chairman and Chief Executive Officer have been published five days after their adoption.
Authorization prior to the signature of a cash-pooling contract with BNP Paribas.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as member of the Board of Directors of BNP Paribas.
At its meeting of 13 November 2007, the Board of Directors authorized the signature of an agreement with BNP
Paribas to establish a notional cash-pooling between SCOR and the European entities of the Group.
This agreement between SCOR and BNP Paribas was signed on 20 October 2008. It gave rise to the payment by SCOR SE to BNP Paribas of non-material amounts during the 2012, 2013 and 2014 financial year.
Contract between SCOR SE and its subsidiaries participating in the notional cash-pooling agreement.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as member of the Board of Directors of BNP Paribas.
The Board of Directors' meeting held on the 18 March 2008 and the 26 August 2008 authorized the signature by its Chief Executive Officer, pursuant to Article L.225-38 of the French Commercial Code, with the power of delegation, of legal documentation relating to the notional cash-pooling agreement and in particular, the Intragroup Cash Management.
Agreement contract signed on 20 October 2008, by which participating companies give the power to SCOR SE for the management of cash-pooling.
The following entities of the Group have been authorized to participate in the cash-pooling scheme during a first phase:
With regard to the notional cash-pooling scheme, each participating entity receives remuneration from BNP Paribas of its account's positive balance, under the terms and conditions negotiated for the Group and otherwise, pay interest to BNP Paribas on the negative balance of their account, at an agreed rate for the Group.
This agreement gave rise to the payment by SCOR SE to BNP Paribas of non-material amounts during the 2012, 2013 and 2014 financial years.
Authorization to execute a Master Trust Agreement with BNP Paribas and/or one of its subsidiaries (trustee), SCOR SE and SCOR Global Life SE (grantors, jointly and severally liable) and Transamerica Corp. (beneficiary).
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as member of the Board of Directors of BNP Paribas.
At its meeting of 22 March and 27 July 2011, the Company's Board of Directors authorized, pursuant to Article L.225-38 of the French Commercial Code, the signature of a Master Trust Agreement with BNP Paribas and/or one of its subsidiaries on market conditions. On the same Board meeting, SCOR SE accepted to be jointly and severally liable with
The Master Trust Agreement was signed on 9 August 2011 and gave rise to a non-material payment during the 2012, 2013 and 2014 financial years.
Stand-By Letter of Credit Facility Agreement with BNP Paribas dated 23 December 2008, as amended by successive amendments.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as member of the Board of Directors of BNP Paribas regarding the original agreement and its amendments #1 to # 4 and Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as member of the Board of Directors of BNP Paribas, and Mrs. Fields Wicker-Miurin as member of the Board of Director of SCOR SE and BNP Paribas, regarding amendment # 5.
As its meeting of 26 August 2008, the Company's Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the signature of the Stand-By Letter of Credit Facility Agreement (the "Facility Agreement"), finalized with BNP Paribas, for the issue of stand-by letters of credit ("SBLC"), with regard to the Group's insurance and reinsurance activity for a maximum amount up to USD 400,000,000.
This Facility Agreement was executed on 23 December 2008.
The companies party to this agreement are SCOR SE, SCOR Global P&C SE and SCOR Global Life SE. The other companies within the Group could equally benefit from this agreement with approval of BNP Paribas.
Under the terms of the Facility Agreement, BNP Paribas made a credit line available to the concerned Group's companies, under the conditions stipulated in the Facility Agreement, in a maximum principal amount of USD 400,000,000 to be made available through the issuance of SBLC or counter-guarantees intended to allow the concerned company to guarantee the execution of its commitments under its insurance and reinsurance operations, for a period of use running from 2 January 2009 to 31 December 2011.
In order to guarantee its obligations under the terms of the Facility Agreement, each Group companies which is a party to the Facility Agreement granted/will grant a senior pledge on a financial instruments account to BNP Paribas under the terms of a pledge agreement entered/to be enter into with BNP Paribas (and the related pledge declaration) and pledged/will pledge (i) on the date of the signature of the pledge agreement, a number of OATs for a minimum amount equal to EUR 5,000; (ii) on 2 January 2009, an additional number of OATs for an amount equivalent to the value in EUR of 55% of the SBLCs (corresponding to the letters of credit issued under the old credit agreement and assumed and extended by BNP Paribas); and (iii) to pledge before each new utilization a number of OATs for an amount equivalent to the value in EUR of 55% of the amount of the new utilization.
The bank fees stipulated under the Facility Agreement are in line with market standards for this type of transaction.
On 28 April 2010, the Company's Board of Directors authorized the signature by SCOR SE of the amendment #1 to the Facility Agreement with BNP Paribas dated 23 December 2008, in order to include the letter of credit dated 8 August 2008 regarding the "Initial Letters of Credit" subscribed by SCOR Global Life SE, increase the maximum amount to USD 550 000 000, update the regulatory references with regard to the pledge of financial instruments.
The companies party to this amendment are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG et SCOR Rückversicherung (Deutschland) AG (absorbed by SCOR Global Life SE on 19 October 2010). The other companies within the Group could equally benefit from this agreement as amended.
Amendment #1 to the Facility Agreement was signed on 24 June 2010.
At its meeting of 22 March and 27 July 2011, the Company's Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the amendment #2 to the Facility Agreement with BNP Paribas in order to allow the accession of SCOR International Reinsurance Ireland Ltd ("SIRI") (formerly known as Transamerica International Reinsurance Ireland Ltd) as additional borrower after the closing of its acquisition, allow to put in place SCOR Global Life SE's joint and several liability for the benefit of SIRI, exclude SCOR Rückversicherung (Deutschland) AG (absorbed by SCOR Global Life SE on 19 October 2010) from the scope of the Facility Agreement, update the list of existing guarantees and securities.
The companies party to this amendment are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE and SCOR Switzerland AG. The other companies within the Group could equally benefit from this agreement as amended.
Amendment #2 to the Facility Agreement was signed on 5 September 2011.
Pursuant to an accession letter dated 19 September 2011 SIRI benefitted from the Facility Agreement. SCOR Global Life Reinsurance Ireland PLC has been subrogated into the rights and obligations of SCOR International Reinsurance Ireland PLC resulting from the merger of these two companies taking effect on 1 January 2013.
On 9 November 2011, the Company's Board of Directors authorized the signature by SCOR SE of the amendment #3 to the Facility Agreement concluded on 23 December 2008 with BNP Paribas in order to extend the original agreement for a period of three years beginning 1 January 2012 and ending 31 December 2014, reassess the financial conditions under the Facility Agreement.
Within the framework of this amendment SCOR SE has to renew its financial instruments account agreement into which assets a minimum of EUR 5,000 assets have to be deposited.
The companies party to this agreement, as amended, are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and SCOR Global Life Reinsurance Ireland PLC. The other companies within the Group could equally benefit from this agreement, as amended.
Amendment #3 to the Facility Agreement was signed on 14 November 2011.
On 30 October 2012, the Board of Directors of SCOR SE authorized the signature by SCOR SE of the amendment #4 to the Facility Agreement concluded on 23 December 2008 with BNP Paribas in order to subrogate SCOR Global Life Reinsurance Ireland PLC to the rights and obligations of SCOR International Reinsurance Ireland PLC resulting from the merger of these two companies taking effect on 1 January 2013.
Amendment #4 to the Facility Agreement was signed on 20 December 2012.
On 25 April 2013, the Board of Directors of SCOR SE authorized and approved the signature by SCOR SE, pursuant to Article L. 225-38 of the French Commercial Code, of the amendment #5 to the agreement of credit with BNP Paribas on 23 December 2008 and amended on 24 June 2010, 5 September 2011, 14 November 2011 and 20 December 2012, to modify the financial conditions applicable to the convention .
Amendment #5 mainly aims at extending the maturity date of the Convention to 31 December 2015 and at modifying some of the financial conditions of the Convention due to the evolution of the Group.
Amendment #5 to the Facility Agreement was signed on 7 June 2013.
Authorization to sign a short-term Facility Agreement between SCOR SE, BNP Paribas and Deutsche Bank.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Member of the Board of Directors of BNP Paribas and Mrs. Fields Wicker Miurin as Member of the Board of Directors of SCOR SE and BNP Paribas.
On 25 April 2013, the Board of Directors of SCOR SE authorized the signature by SCOR SE, pursuant to Article L. 225- 38 of the French Commercial Code, of a Short-term Facility Agreement signed between SCOR SE, BNP Paribas and Deutsche Bank, in the context of the financing of the acquisition of Generali U.S.A Life Reassurance Company, with a 16 month duration, and a total amount of USD 500,000,000.
The Facility Agreement was signed on 15 July 2013.
The Convention gave rise to a remuneration in accordance with market practice during the financial year 2014.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE.
Mr. Patrick Thourot as member of the Board of Directors of SCOR SE (Mr. Patrick Thourot ceased his duties as member of the Board of Directors of SCOR SE on 15 April 2009).
Amendment to the additional pension plan subject to Article 39 of the French Tax Code (Code Général des Impôts).
At its meeting of 18 March 2008, the Company's Board of Directors authorized pursuant to the Article L.225-38, the execution of an additional pension plan, which was ultimately executed on 15 May 2008.
This additional pension plan purports to determine the terms and conditions of additional pension plan benefits granted
by the Company for the benefit of:
The compensation used to calculate pension benefits due to an eligible person is based on the average compensation of such person during the last five years of his or her employment (or professional activity, as the case may be), as adjusted on the date of departure by the evolution of the INSEE's annual average index for consumer prices.
The eligible person who retired from Company is entitled to additional benefits under this pension plan if he or she complies with the terms and conditions of the additional pension plan on the date of his or her departure, including a seniority of at least five years at the time of departure and obtaining the implementation of his or her pension benefits under the mandatory pension plans.
On 27 July 2011 the Company's Board of Directors approved an amendment to the additional pension scheme concerning the condition of age and retirement rate (62 years minimum or full retirement, vs 60 previously).
Paris, 4 March 2015
French original signed by the Statutory Auditors
MAZARS
ERNST & YOUNG Audit
Jean Claude PAULY Antoine ESQUIEU
Guillaume FONTAINE
FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
| 20.1 | Historical financial information: consolidated financial statements |
192 |
|---|---|---|
| 20.2 | Auditing of historical consolidated financial information |
279 |
| 20.3 | Sources of financial information not extracted from the audited Financial Statements of the issuer and indication of such absence of audit |
281 |
| 20.4 | Date of most recently audited financial information |
281 |
| 20.5 | Interim and other financial information |
281 |
| 20.6 | Dividend distribution policy | 281 |
| 20.7 | Litigation and arbitration procedures |
281 |
| 20.8 | Material change in financial or commercial situation |
281 |
In application of article 28 of the EC Commission Regulation No. 809/2004, the following information is incorporated by reference in this Registration Document:
The consolidated financial statements for the year ended 31 December 2014 are presented below:
20.1.1 CONSOLIDATED BALANCE SHEETS
| ASSETS | As at 31 DECEMBER | ||
|---|---|---|---|
| In EUR million | 2014 | 2013 | |
| Intangible assets | 2,385 | 2,307 | |
| Goodwill | Notes 3, 4 | 788 | 788 |
| Value of business acquired | Note 4 | 1,455 | 1,393 |
| Other intangible assets | Note 4 | 142 | 126 |
| Tangible assets | Note 5 | 542 | 544 |
| Insurance business investments | 24,977 | 22,272 | |
| Real estate investments | Note 6 | 845 | 861 |
| Available-for-sale financial assets | Note 6 | 14,684 | 12,067 |
| Investments at fair value through income | Note 6 | 450 | 369 |
| Loans and receivables | Note 7 | 8,947 | 8,881 |
| Derivative instruments | Note 8 | 51 | 94 |
| Investments in associates | Note 9 | 108 | 63 |
| Share of retrocessionaires in insurance and investment contract | |||
| liabilities | Note 16 | 1,195 | 1,140 |
| Other assets | 7,099 | 6,321 | |
| Deferred tax assets | Note 19 | 825 | 813 |
| Assumed insurance and reinsurance accounts receivables | Note 10 | 4,591 | 4,179 |
| Receivables from ceded reinsurance transactions | Note 10 | 192 | 102 |
| Tax receivables | 127 | 129 | |
| Other assets | 277 | 190 | |
| Deferred acquisition costs | Note 11 | 1,087 | 908 |
| Cash and cash equivalents | Note 12 | 860 | 1,514 |
| TOTAL ASSETS | 37,166 | 34,161 |
| SHAREHOLDERS' EQUITY AND LIABILITIES | As at 31 DECEMBER | ||
|---|---|---|---|
| In EUR million | 2014 | 2013 | |
| Shareholders' equity - Group share | Note 13 | 5,694 | 4,940 |
| Share capital | 1,518 | 1,518 | |
| Additional paid-in capital | 841 | 842 | |
| Revaluation reserves | 174 | 21 | |
| Consolidated reserves | 2,754 | 2,119 | |
| Treasury shares | (139) | (142) | |
| Net Income for the year | 512 | 549 | |
| Equity based instruments | 34 | 33 | |
| Non-controlling interests | 35 | 40 |
| TOTAL SHAREHOLDERS' EQUITY | 5,729 | 4,980 |
|---|---|---|
| Financial debt Note 14 |
2,232 | 2,053 |
| Subordinated debt | 1,743 | 1,379 |
| Real estate financing | 469 | 497 |
| Other financial debt | 20 | 177 |
| Contingency reserves Note 15 |
297 | 265 |
| Contract liabilities | 25,839 | 24,337 |
| Insurance contract liabilities Note 16 |
25,720 | 24,204 |
| Investment and financial reinsurance contract liabilities Note 16 |
119 | 133 |
| Other liabilities | 3,069 | 2,526 |
| Deferred tax liabilities Note 19 |
388 | 366 |
| Derivative instruments Note 8 |
78 | 37 |
| Assumed insurance and reinsurance payables Note 10 |
428 | 410 |
| Accounts payable on ceded reinsurance transactions Note 10 |
1,168 | 988 |
| Tax payables | 87 | 194 |
| Other liabilities | 920 | 531 |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 37,166 | 34,161 |
| FOR THE YEAR ENDED 31 DECEMBER | ||||
|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 | |
| Gross written premiums | Note 2 | 11,316 | 10,253 | 9,514 |
| Change in unearned premiums | (178) | (75) | (147) | |
| Gross earned premiums | 11,138 | 10,178 | 9,367 | |
| Other income and expense | (49) | (65) | (34) | |
| Investment income | Note 20 | 637 | 517 | 623 |
| Total income from ordinary activities | 11,726 | 10,630 | 9,956 | |
| Gross benefits and claims paid | (7,835) | (7,054) | (6,613) | |
| Gross commission on earned premiums | (2,028) | (1,929) | (1,909) | |
| Net results of retrocession | Note 21 | (385) | (453) | (189) |
| Investment management expenses | Note 22 | (40) | (36) | (30) |
| Acquisition and administrative expenses | Note 22 | (414) | (373) | (349) |
| Other current operating expenses | Note 22 | (153) | (155) | (177) |
| Total other current operating income and expenses | (10,855) | (10,000) | (9,267) | |
| CURRENT OPERATING RESULT | 871 | 630 | 689 | |
| Other operating expenses | (71) | (49) | (50) | |
| Other operating income | 26 | - | 6 | |
| OPERATING RESULT (BEFORE IMPACT OF | ||||
| ACQUISITIONS) | 826 | 581 | 645 | |
| Acquisition related expenses | (1) | (25) | (13) | |
| Gain from bargain purchase | Note 3 | - | 227 | - |
| OPERATING RESULT | 825 | 783 | 632 | |
| Financing expenses | Note 14 | (145) | (130) | (106) |
| Share in results of associates | (5) | (13) | - | |
| CONSOLIDATED INCOME, BEFORE TAX | 675 | 640 | 526 | |
| Corporate income tax | Note 19 | (166) | (91) | (108) |
| CONSOLIDATED NET INCOME | 509 | 549 | 418 | |
| Attributable to: | ||||
| Non-controlling interests | (3) | - | - | |
| Group share | 512 | 549 | 418 | |
| In EUR | ||||
| Earnings per share (Basic) | Note 23 | 2.75 | 2.96 | 2.28 |
| Earnings per share (Diluted) | Note 23 | 2.72 | 2.91 | 2.24 |
| FOR THE YEAR ENDED 31 DECEMBER | ||||
|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 | |
| Consolidated net income | 509 | 549 | 418 | |
| Other comprehensive income | 482 | (216) | 207 | |
| Items that will not be reclassified subsequently to profit or loss |
||||
| (36) | 6 | (8) | ||
| Remeasurements of post-employment benefits | (43) | 9 | (16) | |
| Taxes recorded directly in equity | Note 19 | 7 | (3) | 8 |
| Items that will be reclassified subsequently to profit and loss |
518 | (222) | 215 | |
| Revaluation - Available-for-sale financial assets | 236 | (89) | 331 | |
| Shadow accounting | (36) | 29 | 8 | |
| Effect of changes in foreign exchange rates | 361 | (163) | (20) | |
| Net gains / (losses) on cash flow hedges | (8) | 8 | (25) | |
| Taxes recorded directly in equity | Note 19 | (38) | 12 | (81) |
| Other changes | 3 | (19) (1) | 2 | |
| COMPREHENSIVE INCOME, NET OF TAX | 991 | 333 | 625 | |
| Attributable to: | ||||
| Non-controlling interests | (3) | - | - | |
| Group share | 994 | 333 | 625 |
(1) Of which EUR (15) million related to adjustments requested by ASEFA's local regulator
| FOR THE YEAR ENDED 31 DECEMBER | |||||
|---|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 | ||
| Net cash flow provided by / (used in) operations | Note 12 | 894 | 897 | 761 | |
| Acquisitions of consolidated entities | (52) | (1) | (626) | - | |
| Disposals of consolidated entities, net of cash disposed of | - | - | (3) | ||
| Change in scope of consolidation (cash and cash equivalents of acquired / disposed companies) |
- | 640 | - | ||
| Acquisitions of real estate investments | (60) | (120) | (95) | ||
| Disposals of real estate investments | 62 | 60 | 84 | ||
| Acquisitions of other insurance business investments | (2) | (11,259) | (12,612) | (12,577) | |
| Disposals of other insurance business investments | (2) | 9,951 | 12,042 | 12,227 | |
| Acquisitions of tangible and intangible assets | (59) | (50) | (74) | ||
| Disposals of tangible and intangible assets | 20 | - | - | ||
| Cash flows provided by / (used in) investing activities | (1,397) | (666) | (438) | ||
| Issuance of equity instruments | 12 | 20 | 9 | ||
| Treasury share transactions | (36) | (24) | (65) | ||
| Dividends paid | (245) | (3) | (223) | (203) | |
| Cash generated by issuance of financial debt | Note 14 | 348 | 368 | 294 | |
| Cash used to redeem financial debt | Note 14 | (193) | (138) | (4) (75) |
|
| Interest paid on financial debt | (121) | (110) | (106) | ||
| Cash flows provided by / (used in) financing activities | (235) | (107) | (146) | ||
| Effect of change in foreign exchange rates on cash and cash equivalents |
84 | (76) | 8 | ||
| TOTAL CASH FLOW | (654) | 48 | 185 | ||
| Cash and cash equivalents at 1 January | Note 12 | 1,514 | 1,466 | 1,281 | |
| Net cash flows from operations | 894 | 897 | 761 | ||
| Net cash flows from investing activities | (1,397) | (666) | (438) | ||
| Net cash flows from financing activities | (235) | (107) | (146) | ||
| Effect of change in foreign exchange rates on cash and cash equivalents |
84 | (76) | 8 | ||
| CASH AND CASH EQUIVALENTS AT 31 DECEMBER | 860 | 1,514 | 1,466 |
(1) In 2014, mainly related to the acquisition of two private equity investments, accounted for as investments in associates
(2) Acquisitions and disposals of other insurance business investments also include movements relating to bonds and other short-term investments which have a maturity date of < 3 months, and are classified as cash equivalents
(3) Of which EUR (2) million of dividends paid by MRM to non-controlling interests
(4) Includes the repurchase of subordinated debt of USD (46) million (EUR (35) million), the redemption of MRM S.A. debt of EUR (33) million (including EUR (26) million done in the context of the acquisition by SCOR). The payment of EUR (45) million made to exercise the purchase option on a real estate investment previously held under finance lease and the redemption of other real estate debt of EUR (5) million
| conso lidated |
|---|
| 4,407 |
| - |
| 418 |
| 207 |
| 331 |
| 8 |
| (20) |
| (25) |
| (73) |
| (16) |
| 2 |
| 625 |
| (30) |
| 1 |
| 7 |
| (203) |
| 4,807 |
| In EUR million | Share capital |
Addit ional paid-in capital |
Reva luation reserves |
Conso lidated reserves |
Treasury shares |
Net income for the year |
Equity based instru ments |
Non control ling interests |
Total conso lidated |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shareholders' equity at 31 December 2012 |
1,515 | 840 | 66 | 2,079 | (163) | 418 | 45 | 7 | 4,807 | |
| Allocation of prior year net income |
- | - | - | 418 | - | (418) | - | - | - | |
| Net income for year ended 31 December 2013 |
- | - | - | - | - | 549 | - | - | 549 | |
| Other comprehensive income net of tax |
- | - | (45) | (171) | - | - | - | - | (216) | |
| Revaluation – Available-for sale financial assets |
- | - | (89) | - | - | - | - | - | (89) | |
| Shadow accounting | - | - | 29 | - | - | - | - | - | 29 | |
| Effect of changes in foreign exchange rates |
- | - | - | (163) | - | - | - | - | (163) | |
| Net gains / (losses) on cash flow hedges |
- | - | - | 8 | - | - | - | - | 8 | |
| Taxes recorded directly in equity |
- | - | 15 | (6) | - | - | - | - | 9 | |
| Remeasurements of post employment benefits |
- | - | - | 9 | - | - | - | - | 9 | |
| Other changes | - | - | - | (19) (3) | - | - | - | - | (19) | |
| Comprehensive income, net of tax |
- | - | (45) | (171) | - | 549 | - | - | 333 | |
| Share-based payments | - | - | - | 16 | 21 | - | (12) | - | 25 | |
| Other changes | - | - | - | - | - | - | - | 33 (1) | 33 | |
| Capital transactions | (2) | 3 | 2 | - | - | - | - | - | - | 5 |
| Dividends paid | - | - | - | (223) | - | - | - | - | (223) | |
| Shareholders' equity at 31 December 2013 |
1,518 | 842 | 21 | 2,119 | (142) | 549 | 33 | 40 | 4,980 |
(1) Fair value of non-controlling interest in MRM S.A. of EUR 36 million, adjustment of EUR (2) million and EUR (1) million for dividends relating to minority shareholders of CPP
(2) Movements presented above relate to the issuance of shares on the exercise of stock options for EUR 20 million (EUR 10 million in share capital and EUR 10 million in additional paid-in capital). This resulted in the creation of 1,254,162 new shares during the year ending 31 December 2013. These movements were compensated by a reduction in group capital by cancellation of treasury shares for EUR 15 million (EUR (7) million in share-capital and EUR (8) million in additional paid-in capital)
(3) Of which EUR (15) million related to adjustments requested by ASEFA's local regulator
| In EUR million | Share capital |
Addit ional paid-in capital |
Reva luation reserves |
Conso lidated reserves |
Treasury shares |
Net income for the year |
Equity based instru ments |
Non control ling interests |
Total conso lidated |
|---|---|---|---|---|---|---|---|---|---|
| Shareholders' equity at 31 December 2013 |
1,518 | 842 | 21 | 2,119 | (142) | 549 | 33 | 40 | 4,980 |
| Allocation of prior year net income |
- | - | - | 549 | - | (549) | - | - | - |
| Net income for year ended 31 December 2014 |
- | - | - | - | - | 512 | - | (3) | 509 |
| Other comprehensive income net of tax |
- | - | 153 | 329 | - | - | - | - | 482 |
| Revaluation – Available for-sale financial assets |
- | - | 236 | - | - | - | - | - | 236 |
| Shadow accounting | - | - | (36) | - | - | - | - | - | (36) |
| Effect of changes in foreign exchange rates |
- | - | - | 361 | - | - | - | - | 361 |
| Net gains / (losses) on cash flow hedges |
- | - | - | (8) | - | - | - | - | (8) |
| Taxes recorded directly in equity |
- | - | (47) | 16 | - | - | - | - | (31) |
| Remeasurements of post employment benefits |
- | - | - | (43) | - | - | - | - | (43) |
| Other changes | - | - | - | 3 | - | - | - | - | 3 |
| Comprehensive income, net of tax |
- | - | 153 | 329 | - | 512 | - | (3) | 991 |
| Share-based payments | - | - | - | - | 3 | - | 6 | - | 9 |
| Other changes | - | - | - | - | - | - | (5) | (2) | (7) |
| (1) Capital transactions |
- | (1) | - | - | - | - | - | - | (1) |
| Dividends paid | - | - | - | (243) | - | - | - | - | (243) |
| Shareholders' equity at 31 December 2014 |
1,518 | 841 | 174 | 2,754 | (139) | 512 | 34 | 35 | 5,729 |
(1) Movements presented above relate to the issuance of shares related to the exercise of stock options for EUR 12 million (EUR 6 million in share capital and EUR 6 million in additional paid-in capital). This resulted in the creation of 711,022 new shares during the year ending 31 December 2014. These movements were compensated by a reduction in group capital by cancellation of treasury shares for EUR (13) million (EUR (6) million in share-capital and EUR (7) million in additional paid-in capital)
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SCOR SE ("the Company") is a European Company (Societas Europaea) domiciled in France and governed by the provisions of French law relating to European Companies as well as by the French corporate law provisions applicable to Sociétés Anonymes where this is not contrary to the specific provisions applicable to European Companies. SCOR's shares are publicly traded on the Eurolist by Euronext Paris stock market and on the SIX Swiss Exchange. The principal activities of the Company and its subsidiaries ("the Group" or "SCOR") are Life and Non-Life reinsurance.
The consolidated financial statements were presented by Group Management to the Audit Committee. The Management and the Audit Committee report to the Board of Directors, which authorized the consolidated financial statements on 4 March 2015.
The consolidated financial statements as at and for the year ended 31 December 2014 will be presented for approval at the Annual General Meeting which will take place on 30 April 2015.
SCOR's consolidated financial statements for the years ended 31 December 2014, 2013 and 2012 have been prepared in compliance with IFRS issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("EU") and effective as at 31 December 2014. The term "IFRS" refers collectively to International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) and to Interpretations of the Interpretations Committees (Standing Interpretations Committee (SIC) and IFRS Interpretations Committee (IFRIC)) mandatorily applicable as at 31 December 2014. Refer to Note 1 (D) below for a detailed overview on the new and amended International Financial Reporting Standards that are relevant to SCOR and adopted by the Group as endorsed by the European Union applicable in 2014 and the standards which have been issued by the IASB during the period but have not been adopted by the European Union. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial instruments (including derivative instruments) at fair value through profit or loss.
Certain reclassifications and revisions have been made to the financial information of the prior year to conform to the current year presentation. Revenues from Life reinsurance contracts that do not meet the risk transfer criteria were previously presented in "Investment income" and have been reclassified to "Other income and expenses" for all periods presented. Amounts reclassified were EUR 3 million and EUR 2 million for the years ended 31 December 2013 and 2012 respectively.
The preparation of the consolidated financial statements requires management to make certain judgments, assumptions and estimates. These affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities at the reporting date. Management reviews these estimates and assumptions periodically, based on past experience and other factors. The actual outcome and results could differ substantially from estimates and assumptions made. The most material financial statement captions for which the Group uses estimates and assumptions are reinsurance reserves, receivables and liabilities relating to reinsurance operations, the fair value and impairment of financial instruments, intangible assets, retirement and other defined benefit plans and deferred taxes, in particular with respect to the recognition of deferred tax assets and the availability of future taxable profit against which carryforward tax losses can be used.
In accordance with IAS 1 - Presentation of financial statements, the Group has opted to present expenses by function in the statement of income. The costs are allocated to four categories (acquisition and administrative expenses, claims settlement expenses, investment management expenses and other current operating expenses) based on allocation keys which are determined considering management's judgment. Hub shared service costs are allocated to the divisions using a headcount allocation key.
All material entities, including structured entities, over which SCOR has control are fully consolidated. SCOR controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the entity's activities.
Structured entities are entities that have been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity.
Critical judgments in applying SCOR's accounting policies are required for consolidation of entities in which the Group holds less than 50% of the voting rights. SCOR consolidated funds in which it is the majority shareholder even if holding less than 50% of the voting rights, and acts as principal, i.e. it uses its decision making authority over the funds and its aggregated economic interest exposes SCOR to a variability of returns that indicates control.
The Group sponsors a number of catastrophe bond ("Cat bond") notes issued by Atlas Special Purpose Vehicles (SPVs). The SPVs allow the retrocession of catastrophe losses and of extreme mortality events in the US, financed by the issuance of Cat bonds. In accordance with IFRS 10, these vehicles are not consolidated by the Group as SCOR does not control them and is not liable for any residual risks or benefits of ownership. For information on the extent of SCOR's interest in the unconsolidated structured entities Atlas V, VI and IX refer to Note 8 – Derivative Instruments.
Subsidiaries are consolidated from the time the Group takes control until the date control is transferred outside the Group or control ceases. Certain subsidiaries have been included within the Group financial statements under the equity method and are not fully consolidated on a line by line basis as they are immaterial to the Group consolidated financial statements.
The Group's investments in associated companies are recorded using the equity method. Associated entities are companies in which the Group exercises significant influence but no control or joint control. Significant influence generally occurs when the Group owns, directly or indirectly, between 20% and 50% of the outstanding voting rights. For certain associates accounted for under the equity method the Group uses consistently provisional financial year-end information and makes adjustments, if necessary, in the following reporting period.
Joint arrangements, where classified as joint ventures, i.e. the parties have rights to the net assets of the arrangement, are accounted for using the equity method.
SCOR determined that its Lloyd's participations and reinsurance pools do not constitute joint arrangements as there is no contractually agreed sharing of control, requiring unanimous consent for decisions about the relevant activities of those arrangements.
The SCOR Group, through SCOR Global Investments, acts as a fund manager for various investment funds. When determining whether the Group is an agent or principal with respect to those investment funds, the power to direct the relevant fund activities, i.e. the scope of its decision making authority over the funds, as well as the aggregated economic interest, including the returns and fund management remuneration generated for the Group are taken into account.
Mutual funds and real estate entities are fully consolidated or recorded using the equity method in accordance with the afore-mentioned rules. The non-controlling interests in fully consolidated mutual funds are presented in other liabilities as the third party holders have an unconditional right to sell their holdings to SCOR.
The financial statements of material subsidiaries are prepared for the same accounting period as for the parent company. All material intra-Group balances and transactions including the results of inter-company transactions are eliminated.
The Group's consolidated financial statements are presented in euros (EUR) and all values are rounded to the nearest EUR million except where stated otherwise. The other key currencies in which the Group conducts business and the exchange rates used for the preparation of the 2014 financial statements are as follows:
| EUR per foreign | Ending rate | Average rate | |||
|---|---|---|---|---|---|
| currency unit | As at 31 December 2014 | Q4 2014 | Q3 2014 | Q2 2014 | Q1 2014 |
| USD | 0.8237 | 0.8084 | 0.7406 | 0.7296 | 0.7304 |
| GBP | 1.2839 | 1.2726 | 1.2344 | 1.2221 | 1.2131 |
| CAD | 0.7111 | 0.7077 | 0.6774 | 0.6661 | 0.6593 |
| EUR per foreign | Ending rate | Average rate | |||
|---|---|---|---|---|---|
| currency unit | As at 31 December 2013 | Q4 2013 | Q3 2013 | Q2 2013 | Q1 2013 |
| USD | 0.7251 | 0.7329 | 0.7582 | 0.7623 | 0.7602 |
| GBP | 1.1995 | 1.1955 | 1.1705 | 1.1708 | 1.1695 |
| CAD | 0.6816 | 0.6940 | 0.7379 | 0.7455 | 0.7491 |
For 2012, the ending rates used for USD, GBP and CAD were 0.7579, 1.2253 and 0.7612 EUR per foreign currency unit respectively. The average rates used were 0.7754, 1.2331 and 0.7758 respectively.
The Group has adopted the following new and amended International Financial Reporting Standards and Interpretations as adopted by the European Union that are relevant to SCOR's consolidated financial statements:
IFRS 10 – Consolidated financial statements replaces the provisions of IAS 27 - Consolidated and Separate financial statements that address the accounting for consolidated financial statements, and the issues raised in SIC-12 - Consolidation – Special Purpose Entities. The standard establishes a single control model that applies to all entities. It requires management to exercise judgment to determine which entities are controlled, and therefore are required to be consolidated by a parent. The adoption of IFRS 10 had no impact on the consolidation of investments held by the Group.
The following standards relevant to SCOR and expected to have a significant impact on its consolidated financial statements have been issued by the International Financial Reporting Standards Board but are not yet effective or have not been endorsed by the European Union:
On 24 July 2014 the IASB published IFRS 9 – Financial Instruments. The final version of IFRS 9 replaces the previously published versions of IFRS 9 on classification and measurement and hedge accounting. It also replaces IAS 39 – Financial Instruments: Recognition and measurement and covers classification and measurement, impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018 with earlier application permitted. IFRS 9 requires financial assets to be classified based on the business model for managing the financial assets and their contractual cash flow characteristics. Based on their classification financial assets will be measured at amortized cost, fair value though OCI or fair value through profit or loss. The new impairment model requires recognition of expected credit losses based on available historical, current and forecast information. The hedging model included in IFRS 9 aligns hedge accounting more closely with risk management but does not fundamentally change the types of hedging relationships or the requirements to measure and recognize hedge effectiveness. The European Union has not yet endorsed IFRS 9. Its application will affect the classification and measurement of the Group's financial assets as more financial assets are expected to be accounted for at fair value through profit or loss. SCOR's impairment policies will also be affected as impairments will be recognized based on expected credit losses and no longer based on incurred credit losses only. There are no significant changes expected for the hedge accounting as applied by SCOR. The Group will determine the impacts of IFRS 9 on its financial position and performance as well as on disclosures in more detail.
Where the functional currency of an entity is not the same as the reporting currency used to present the Group's consolidated financial statements, assets and liabilities of the entity are translated using the exchange rate at the balance sheet date and the statement of income is translated using the average exchange rate for the period. Translation differences are recognized directly in shareholders' equity. Refer to Note 1 (C) for the foreign exchange rates used for this purpose. Transactions denominated in foreign currencies (currencies other than the functional currency) are translated into the functional currency at the rate of exchange at the date of the transaction (for practical purposes, an average rate is used). These rates may differ from the rates used to translate functional currency into the reporting currency as mentioned above.
At each period end, the entity must translate the items on its balance sheet which are denominated in a foreign currency into the functional currency, using the following procedures:
monetary items and non-monetary items classified as fair value through income are translated at end of period exchange rates and the resulting gains and losses are recorded in the statement of income;
Business combinations are accounted for using the purchase method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.
Goodwill is initially measured at cost being the excess of the cost of the business combination over the fair value of the Group's share of the net assets of the acquired company and is included in intangible assets. If the business combination is achieved in stages, the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Goodwill arising on companies accounted for under the equity method is included within the carrying value of those investments.
A gain from bargain purchase is generated when the fair value of the net assets acquired by the Group exceeds the acquisition price and is recognized in the statement of income from the date of acquisition.
After initial recognition, goodwill is measured at cost less any accumulated impairment. At least annually, goodwill is tested for impairment.
The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Following initial recognition intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses.
The useful lives of intangible assets are assessed to be either finite or indefinite.
Intangible assets with finite lives are amortized over the expected useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for intangible assets with finite useful lives are reviewed annually. Changes in the expected useful life or the expected pattern of future economic benefits are accounted for prospectively by changing the amortization period or method as appropriate and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the statement of income in the expense category consistent with the intangible asset.
Intangible assets with indefinite useful lives are tested for impairment annually. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the indefinite life assumption continues to be appropriate. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis.
Gains or losses arising from the de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of income when the asset is derecognized.
VOBA relates to life reinsurance portfolios acquired in a business combination. VOBA is capitalized as the present value of the stream of expected future cash flows for the assumed and the retroceded reinsurance business using estimates of expected profits from future technical results and future investment income, generated by the investments to cover the reserves, less deductions for future portfolio administration expenses. The present value calculations of future profits reflect assumptions on mortality, morbidity, policyholder behavior and risk discount factors relevant at the date of acquisition.
The VOBA is amortized over the lifetime of the underlying reinsurance portfolio based on schedules derived from the run-off patterns of expected profits calculated for future closing dates. Cash flow projections for the acquired portfolio and non-economic assumptions are assessed regularly and updated in the actuarial calculations. The review of cash flow projections recognizes changes in the portfolio from special events like withdrawals or recaptures of treaties. The subsequent measurement of VOBA is consistent with the measurement of the related reserves. VOBA amortization schedules are adjusted consistently. VOBA is subject to impairment testing performed via the liability adequacy test.
VOBA also includes the intangible asset related to the acquisition of the business portfolio of ReMark Group BV ("ReMark") to reflect the substance of the stream of expected future profits.
Other intangible assets consist primarily of customer related intangible assets arising from Non-Life business combinations and purchased software or development expenditure related to software. Amortization for other intangible assets with finite lives is calculated using the straight line method.
Real estate currently held by the Group is classified as investment property when it is held to earn rental income, as capital appreciation or both. Other properties are classified as tangible assets. Some buildings may be partially occupied by entities of the Group. Properties, including properties used by the Group, are recognized at cost, net of accumulated depreciation and impairment losses. Depreciation is recorded on a straight-line basis over the useful lives of the assets as follows:
| Category | Useful life |
|---|---|
| Land | Indefinite (not depreciated) |
| Buildings | |
| Building structure and exterior | 30 – 80 years |
| Insulation | 30 years |
| Technical installations | 20 years |
| Fixtures and fittings | 10 to 15 years |
Repairs and maintenance costs are charged to the statement of income during the financial period in which they are incurred. All costs directly associated with purchases or constructions of properties are capitalized. All subsequent value enhancing capital expenditures are capitalized when it is probable that future economic benefits related to the item will flow to the Group.
Every five years, each investment property is subject to an in-depth analysis of its market value by an independent appraiser, having recent experience in the location and category of investment property assessed and approved by the domestic regulators (l'Autorité de Contrôle Prudentiel et de Résolution in France). Annually, the appraised market value is updated by the same independent appraiser according to the changes of the local market and/or the property rental and technical situation.
At the end of each reporting period, properties are assessed to determine whether there is any indication of impairment. One such indicator is that the building's market-value is below its carrying value. If any such indicators are found to exist, the Group assesses the recoverable amount of the building in question. The recoverable amount is the higher of the property's fair value less cost to sell and its value in use. The value in use is assessed using an internal discounted cash flow model based on current market assumptions and considers rental status, completeness of construction and renovation work, as well as recent developments within the local real estate market. If the recoverable amount is greater than 20% below the carrying amount, the resulting impairment loss is recognized in the statement of income.
Own use properties are assessed for impairment whenever there is an indication that the property may be impaired. Own use properties are considered as corporate assets, which do not generate cash inflows independently. Hence, the assessment is made at the level of the cash-generating units (CGU) or groups of CGUs to which the properties belong. Should impairment indicators exist, the Group determines the recoverable amount of the CGU or of the group of CGUs to which the property belongs and compares it to its carrying amount.
Investment properties acquired through financial lease agreements are recorded on the balance sheet as assets based on the present value of future rental payments and any purchase option. Subsequent to the initial recognition, they are accounted for as investment properties at cost, net of accumulated depreciation and impairment losses. The corresponding debt is recorded under "financial liabilities" and is amortized based on the effective interest rate method. The Group does currently not hold finance leases.
Rental income from investment properties is recognized on a straight-line basis over the term of current rental agreements.
The Group classifies its financial assets in the following categories: available-for-sale, fair value through income, loans and accounts receivables and cash and cash equivalents. There are currently no assets classified as held-to-maturity. Sales and purchases of assets are recorded on the trade date. Once it has been recorded, an asset is measured according to its asset category, determined according to the methods set forth below. Financial assets are derecognized when the contractual rights to the cash flow of the financial asset expire or are transferred, and the Group has substantially transferred the risks and rewards inherent to the ownership of the financial asset.
Available-for-sale assets include non-derivative assets that are either classified as available for sale or not allocated to another category.
Available-for-sale financial assets are recorded at their fair value. Unrealized gains and losses and the respective foreign exchange resulting from variations in the fair value of a non-monetary available-for-sale asset are recorded directly in shareholders' equity. Variations due to foreign exchange for monetary available-for-sale assets are recorded through income.
When an asset is sold, the accumulated gains and losses included in equity are transferred to realized gains and losses from the sale of investments in the statement of income, net of any amounts previously recorded through income.
Interest on debt instruments is calculated in accordance with the effective interest method, which includes the amortization of any premiums or discounts and is recorded in the statement of income.
Dividends on equity instruments are recorded in the statement of income when the Group's right to receive payment has accrued.
This category includes financial assets held for trading purposes and those designated at fair value through income upon initial recognition in the financial statements. Gains and losses from changes in the fair value of financial assets classified under this category are recognized in the statement of income in the period in which they occur.
This category includes funds held by ceding companies as collateral for underwriting commitments included at the amount deposited.
Non-derivative financial assets, where payment is fixed or determinable and which are not listed on an active market, are also included within this category and are recognized at amortized cost using the effective interest rate method.
Loans and accounts receivable include short-term deposits or investments with a maturity of more than three months but less than twelve months at the date of purchase or deposit.
Loans and accounts receivables include a provision for recoverability if deemed necessary.
The held-to-maturity financial asset category is currently not used.
Cash and cash equivalents comprise cash, net bank balances and short-term deposits or investments with a maturity less than three months at the date of purchase or deposit. Money market funds are also classified as cash equivalent, though only to the extent that fund invested assets qualify as cash equivalents, or there are strict fund management policies and limits that allow the funds to qualify as cash equivalents.
Financial liabilities, with the exception of liabilities arising from reinsurance transactions, are classified as financial debts, financial instruments and other liabilities.
Interest on financial debt is included within financing expenses.
(a) Subordinated financial debts or debt securities
These items comprise the various subordinated or unsubordinated bonds issued by the Group. These loans are classified as financial debts, in accordance with IAS 32 - Financial Instruments: Presentation.
At initial recognition, all borrowings are recorded at fair value less directly attributable transaction costs. After initial recognition, they are measured at amortized cost using the effective interest rate method.
This caption includes debt relating to the acquisition of real estate property. At initial recognition, real estate financing debt is recorded at fair value less directly attributable transaction costs. After initial recognition, it is measured at amortized cost using the effective interest rate method.
At initial recognition, other financial debts are recorded at fair value less directly attributable transaction costs. After initial recognition, they are measured at amortized cost using the effective interest rate method.
Derivative instruments are recorded and classified at fair value through income unless they are designated as hedging instruments.
All derivatives are carried as assets when the fair values are positive and as liabilities when the fair values are negative.
The accounting method varies according to whether or not the derivative instrument is designated as a hedging instrument, as described below in "Hedging Instruments."
When the Group has not designated the derivative as a hedging instrument, gains and losses resulting from the change in the fair value of the instrument are recorded in the statement of income in the period in which they occur. The Group uses the following derivative instruments to reduce its exposure to various risks: swaps based on interest rates, mortality indices and real estate indices, foreign currency forward purchase and sale contracts, caps and floors, and puts and calls.
An embedded derivative is a component of a hybrid instrument which includes a non-derivative host contract, which causes part of the hybrid instrument's cash flow to vary in the same way as that of a freestanding derivative.
A material embedded derivative is separated from the host contract and is recognized as a derivative:
Where an embedded derivative has been separated from its host contract, it is recognized in accordance with the guidance relating to the accounting for derivative financial instruments.
Where the embedded derivative represents a significant part of the instrument and cannot be separated from the host contract, the hybrid instrument is treated as an instrument held for trading. Gains and losses resulting from variations in the fair value of the hybrid are recognized in the statement of income in the period during which they occur.
A hedging instrument is a designated derivative instrument or, in the case of a single foreign currency hedge, a designated non-derivative asset or liability for which the fair value or cash flows offset variations in the fair value or cash flows of the hedged item.
The hedged item may be an asset, a liability, a firm commitment, a highly probable scheduled transaction or a net investment in a foreign operation exposing the Group to fluctuations in fair value or future cash flows, and which is designated as being hedged.
Hedge effectiveness is monitored periodically by comparing changes in the fair value or cash flows of the hedged item to the changes in the fair value or cash flows of the hedge instrument in order to determine the degree of effectiveness.
A derivative instrument designated as fair value hedge is initially recognized at fair value on the date on which the derivative contract is entered into. The carrying amount of the hedged item is adjusted for gains and losses attributable to the risk being hedged. The derivative is remeasured at fair value and gains and losses are recognized in the income statement.
A derivative instrument designated as cash flow hedge is initially recognized at fair value on the date on which the derivative contract is entered into. The effective portion of the gain or loss on the hedging instrument is recognized in other comprehensive income in the cash flow hedge reserve, while the ineffective portion is recognized in the income statement. Amounts taken to other comprehensive income are transferred to the income statement when the hedged transaction effects the income statement, such as when hedged financial income or financial expense is recognized or when the forecast sale or purchase occurs.
For hedges of net investments in a foreign operation, the portion of gains or losses on the hedging instrument considered as the effective portion of the hedge is recorded directly in shareholders' equity. Any ineffective portion of the hedge is recognized in the statement of income.
The fair value of financial instruments that are actively traded in organized financial markets is determined by reference to quoted market bid prices, at the close of business on the balance sheet date. If quoted market prices are not available, reference can also be made to broker or dealer price quotations.
For units in unit linked-trusts, shares in open-ended investment companies and derivative financial instruments (including real estate, interest rate and mortality swaps, options, etc.), fair value is determined by reference to either published bid-values, or modeled values which incorporate market inputs within the valuation assumptions.
The Group has certain investments which are valued based on models prepared by internal and external third parties using market inputs. These primarily comprise structured products, other than securities issued by government agencies for which the market is considered active, as well as hybrid and tier 1 and tier 2 corporate debt.
As the Group is responsible for determining the fair value of its investments, regular analysis is performed to determine whether prices received from third parties are reasonable estimates of fair value. The Group's analysis includes: (i) a review of price changes made in the investment management systems; (ii) a regular review of pricing deviations between dates exceeding predefined pricing thresholds per investment categories; and (iii) a review and approval of extraordinary valuation changes noted.
The Group may conclude the prices received from third parties are not reflective of current market conditions. In those instances, SCOR may request additional pricing quotes or apply internally developed valuations. Similarly, the Group may value certain derivative investments using internal valuation techniques based on observable market data.
For unlisted equity instruments, fair value is determined according to commonly used valuation techniques.
The fair value of hedge funds managed by third parties is based on their Net Asset Value as issued by external asset managers. This Net Asset Value is regularly audited, at least annually.
The fair value of floating rate and overnight deposits with credit institutions is their carrying value.
If, as a result of a change in intention or ability or in the circumstance that a reliable measure of fair value is no longer available, it becomes appropriate to carry a financial instrument at cost or amortized cost, then the last reliable fair value available is taken as the new cost or amortized cost, as applicable.
The Group provides disclosures on the measurements of those financial instruments held at fair value, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
The level in the fair value hierarchy within which the fair value measurement is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement. Assessing the significance of a particular input to the fair value measurement requires judgment, considering factors specific to the asset or liability. If a fair value measurement uses observable inputs that require significant adjustments based on unobservable inputs, then this measurement is a Level 3 measurement.
At each balance sheet date, the Group assesses whether there is any evidence of impairment. The amount of impairment is recorded by asset category, as set forth below.
For available-for-sale equity securities which are listed on an active market, a line-by-line analysis is performed when there has been a decline in fair value as compared to the initial purchase price of more than 30%, or a consistent unrealized loss over a period of more than 12 months. The different factors considered in this analysis include the existence or inexistence of significant adverse changes in the technological, market, economic or legal environment in which the issuer operates. After consideration of these factors if a security remains unimpaired, the Group ultimately considers objective evidence of impairment, as per IAS 39, by reference to three further key criteria being the existence or not of:
For certain investments, in addition to the above impairment guidelines, SCOR takes into consideration other important factors such as:
the estimated long-term intrinsic value of the investment.
For unlisted equity instruments, impairment is assessed using a similar approach to listed equities.
For fixed income securities, and loans and accounts receivables, an objective indicator of impairment relates primarily to proven default credit risk. Different factors are considered to identify those fixed income securities potentially at risk of impairment, including significant financial difficulty or default in payments, to enable the Group to conclude whether there is objective evidence that the instrument or group of instruments is impaired.
For financial instruments where the fair value cannot be measured reliably and which are measured at cost, a regular analysis is completed to determine if this remains appropriate given the nature of the investment and factors such as amounts realized and the appearance or re-appearance of a market or reliable value. Impairment assessments are completed dependent on the underlying nature of the investment and the expected future cash flows.
If an available-for-sale financial asset is impaired and a decline in the fair value of this asset has been recognized in other comprehensive income, the cumulative loss is reclassified from equity to the statement of income. The cumulative loss is computed as the difference between the cost of the asset (net of any principal repayment and amortization) and its current fair value, less any impairment previously recognized in the statement of income.
Impairment reversals in respect of equity instruments classified as available-for-sale are not recognized in the statement of income. Reversals of impairment losses on fixed income securities classified as available-for-sale are reversed through the statement of income if the increase in fair value of the instrument can be objectively related to an event occurring after the impairment losses were recognized in the statement of income.
Restructuring costs other than those that may be recognized on the balance sheet of an acquired company on the acquisition date are recorded when the Group has a present obligation as evidenced by a binding sale agreement or a detailed formal restructuring plan of which the main features are announced to those affected or to their representatives.
Provisions are recognized when the Group has a present legal, contractual or constructive obligation as the result of past events and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.
Where the Group expects the provision to be reimbursed for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain.
Contingent liabilities are disclosed if there is a possible future obligation as a result of a past event, or if there is a present obligation as a result of a past event but either a payment is not probable or the amount cannot be reliably estimated.
Ordinary shares are classified in shareholders' equity when there is no contractual obligation to transfer cash or other financial assets to the holders.
Incremental external costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax from the proceeds of the issue.
Treasury shares and any directly related costs are recorded as a deduction from shareholders' equity. When treasury shares are subsequently sold or reissued any consideration received is included in consolidated shareholders equity net of any directly related costs and tax effects. Accordingly, there is no related income, gain or loss recognized in the statement of income.
Dividends declared on ordinary shares are recognized as a liability when such dividends have been approved by shareholders at the relevant annual general meeting.
Basic earnings per share is calculated by dividing net income available to ordinary shareholders by the weighted average number of ordinary shares outstanding over the year, excluding the average number of ordinary shares purchased by the Group and held as treasury shares.
For the calculation of diluted earnings per share, the weighted average number of shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares.
Potential or contingent share issuances are considered as dilutive when their conversion to shares would decrease net earnings per share.
Subsequent events relate to relevant and material events that occur between the balance sheet date and the date when the financial statements are approved for issue. Such events lead to:
The treaties and facultative contracts assumed and retroceded by the Group are subject to different IFRS accounting rules depending on whether they fall within the scope of IFRS 4 - Insurance Contracts, or IAS 39 - Financial Instruments: Recognition and Measurement.
Assumed and ceded reinsurance transactions are those contracts that transfer significant reinsurance risk at the inception of the contract. Reinsurance risk is transferred when the Group agrees to compensate a cedent if a specified uncertain future event (other than a change in financial variable) adversely affects the cedent. Any contracts not meeting the definition of a reinsurance contract under IFRS 4 - Insurance Contracts, are classified as investment contracts or derivative contracts as appropriate.
Assumed and ceded reinsurance transactions that do not transfer significant reinsurance risk are recognized in the accounts in accordance with IAS 39 - Financial Instruments: Recognition and Measurement, which means that amounts collected are not recognized as premiums, reserves and deferred acquisition expenses recorded as assets or liabilities on the balance sheet but are reclassified as "financial contract liabilities" and "financial contract assets". These deposits are assessed only on the basis of financial flows and no longer on the basis of estimated ultimate results as required by accounting principles applicable to insurance transactions. Income from these transactions is equal to SCOR's net fee or spread and is recorded under "other operating income" on the statement of income.
The Group maintains reserves to cover its estimated liability for claims related to known events or events incurred but not yet reported (IBNR). The reserves are reviewed by management during the year, using new information as soon as it is available and the reserves are adjusted if necessary. Management considers many factors when establishing reserves, including:
Reinsurance reserves are presented gross excluding shares retroceded to SCOR's reinsurers and measured on the level of individual reinsurance contracts or homogeneous segments of contracts. Retroceded reserves are estimated under the same methods and assumptions and presented as assets.
In determining the amount of its reserves, the Group generally uses actuarial techniques that take into account quantitative loss experience data, together with qualitative factors, where appropriate. The reserves are also adjusted to reflect the volume of business underwritten, reinsurance treaty terms and conditions, and diversity in claims processing that may potentially affect the Group's commitment over time.
However, it is difficult to accurately value the amount of reserves required, especially in view of changes in the legal environment, including civil liability law, which may impact the development of reserves. While this process is complicated and subjective for the ceding companies, the inherent uncertainties in these estimates are even greater for the reinsurer, primarily because of the longer time period between the date of an occurrence and the request for payment of the claim to the reinsurer, the diversity of contract development schemes, whether treaty or facultative, dependence on the ceding companies for information regarding claims, and differing reserve practices among ceding companies. In addition, trends that have affected development of liabilities in the past may not necessarily occur or affect liability development to the same degree in the future. Thus, actual losses and policy benefits may deviate, perhaps significantly, from estimates of reserves reflected in the Group's consolidated financial statements.
Claim reserves for losses and claims settlement expenses are recognized for payment obligations from reinsurance losses that have occurred but have not yet been settled. They are recognized under reserves for reinsurance losses reported before the reporting date and reserves for reinsurance losses that have already been incurred but not yet reported (IBNR), and are calculated on the basis of their ultimate cost, undiscounted, except for workers' compensation claims which are discounted in the US.
Unearned premium reserves are related to written premiums receivable but allocated to future risk periods. Share of retrocessionaires in insurance and investment contract liabilities are calculated according to the contractual conditions on the basis of gross reserves. Allowances are established for any specific expected credit risks.
In the Life business, policy linked liabilities include mathematical reserves, unearned premium reserves and claim reserves.
Mathematical reserves are calculated underwriting reserves relating to expected claims and benefits of ceding companies in Life reinsurance. Mathematical reserves are estimated using actuarial methods on the basis of the present value of future payments to cedents less the present value of premium still payable by cedents. The calculation includes assumptions relating to mortality, morbidity, longevity, disability, lapses, expected future interest rates and expenses. Actuarial principles used allow an adequate safety margin for the risks of change, error and random fluctuation.
Claim reserves for losses and claims settlement expenses are recognized for payment obligations from reinsurance losses that have occurred but have not yet been settled. They are recognized under reserves for reinsurance losses reported before the reporting date and reserves for reinsurance losses that have already been incurred but not yet reported (IBNR).
Unearned premium reserves are related to written premiums receivable but allocated to future risk periods.
Shares of retrocessionaires in the insurance and investment liabilities are calculated according to the contractual conditions on the basis of gross reserves. Allowances are established for estimated credit risks.
Reserves for investment contract liabilities are recognized for reinsurance contracts, either life or Non-Life, that do not meet the risk transfer criteria described in IFRS 4.
The reinsurance entities of the Group record accounts transmitted by ceding companies upon receipt. At year end, estimates are made for those accounts not yet received from ceding companies. Under this method, the amounts recorded in the financial statements reflect as closely as possible the actual reinsurance commitments of the Group. This method relates to the majority of the contracts signed during the year.
Non-Life gross premiums written and earned are based upon reports received from ceding companies, supplemented by the Group's own estimates of premiums written and earned for which ceding companies' reports that have not yet been received. Differences between such estimates and actual amounts are recorded in the period in which the estimates are changed or the actual amounts are determined. The difference between ultimate estimated premiums, net of commissions, and premiums reported by ceding companies, is recorded under accounts receivable arising from assumed reinsurance transactions. Premiums are earned on a basis that is consistent with the risks covered under the terms of the reinsurance contracts, which is generally one to two years. For certain US and Japanese catastrophe risks, agriculture risks in Brazil and certain other risks, premiums are earned commensurate with the seasonality of the underlying exposure.
The reserve for unearned premiums represents the portion of premiums written that relate to the unexpired terms of contracts and policies in force. Such reserves are computed by pro-rata methods based on statistical data or reports received from ceding companies. Reinstatement premiums are estimated after the occurrence of a significant loss and are recorded in accordance with the contract terms based upon paid losses and case reserves reported in the period. Reinstatement premiums are earned when written.
For Life reinsurance contracts qualifying as "insurance contracts", the estimation method consists of estimating ceding companies' outstanding accounts for the current year in addition to information actually received and recorded.
In reinsurance, the costs directly associated with the acquisition of new contracts, mainly comprising commissions, are recorded as assets on the balance sheet, to the extent that contracts are profitable. They are amortized on the basis of the residual term of the contracts in Non-Life, and on the basis of the expected recognition of future margins for Life contracts.
Assets and liabilities relating to reinsurance contracts are subject each year to a liability adequacy test under IFRS 4.
For the Non-Life segment, the test is performed in the event the ultimate underwriting combined ratio is in excess of 100% to the unearned premium reserve, net of deferred acquisition costs. The liability adequacy test is performed on the level of the actuarial segment and then aggregated at the entity level.
The liability adequacy test for the Life segment compares the carrying value of the reserves less deferred acquisition costs and value of business acquired with the fair value of the liabilities from the reinsurance portfolio recognized. The fair value is calculated as the present value of the projected future cash flow using current actuarial assumptions and parameters. In case of deficiency, SCOR would impair deferred acquisition costs and value of business acquired and increase reserves. The liability adequacy test is performed at the level of portfolios that are managed together and are subject to broadly similar risks.
Premiums payable in respect of reinsurance ceded are recognized in the period in which the reinsurance contract is entered into and includes estimates where the amounts are not determined at the balance sheet date. Ceded premiums are expensed over the period of the reinsurance contract in the same manner as assumed business.
A reinsurance asset is recognized to reflect the amount estimated to be recoverable under the reinsurance contracts in respect of the outstanding claims reported under reinsurance liabilities assumed. The amount recoverable from reinsurers is initially valued on the same basis as the underlying claims provision except in the case of non-proportional retrocession whether by risk or by event, where it is SCOR policy to only recognize case or IBNR recoveries upon confirmation of the occurrence of a loss booked which triggers the retrocession contract.
The amount of recoverable is reduced in the form of a bad debt provision when there is an event arising that provides objective evidence that the Group may not receive all amounts due under the contract and the event has a reliably measurable impact on the expected amount that will be recovered from the reinsurer.
SCOR contracts with Atlas vehicles which meet the criteria of risk transfer according to IFRS 4 are accounted for as reinsurance ceded.
For the measurement of deferred acquisition costs, value of business acquired and reserves recognized for different insurance portfolios, SCOR applies the shadow accounting principles stipulated in IFRS 4. As the amortization of DAC (for Life) and VOBA is calculated using expectations for estimated revenues from investments and the measurement of reserves is based on the discount rate reflecting directly the performance of assets, relevant parts of the recognized unrealized gains and losses from financial investments are considered as shadow DAC, shadow VOBA and shadow reserves and offset directly in equity.
Impairment of shadow DAC and shadow VOBA for the life business is included within the liability adequacy testing conducted by SCOR Global Life.
Participations in syndicates operating at Lloyd's of London are accounted for on an annual accounting basis with a delay due to the transmission of information from syndicates that the Group does not control. The Group recognizes its proportionate share of the syndicates insurance and reinsurance premiums as revenue over the policy term, and claims, including an estimate of claims incurred but not reported. On the closure of an underwriting year, typically three years after its inception, syndicates reinsure all remaining unsettled liabilities into the following underwriting year, a mechanism known as Re-Insurance To Close ("RITC"). If the Group participates on both the accepting and ceding years of account and has increased its participation, RITC paid is eliminated, as a result of this offset, leaving an element of the RITC receivable. This reflects the fact that the Group has assumed a greater proportion of the business of the syndicates. If the Group has reduced its participation from one year of account to the next, the RITC receivable is eliminated, leaving an element of RITC payable. This reflects the reduction in the Group's exposure to risks previously written by the syndicates. The Group recognizes Lloyd's RITC in claims and policy benefits to ensure consistency with similar transactions recognized in accordance with IFRS and to present a true and fair view.
IFRS 4 provides for the separation of embedded derivatives in insurance contracts when these hybrid contracts are not assessed at fair value through income, and when the features of the embedded derivatives are not closely linked with the features and risks of the host contract, and when the embedded derivative meets the definition of a derivative instrument. Embedded derivatives which meet the definition of an insurance contract are not separated from the contract in the financial statements.
The Group provides retirement benefits to its employees, in accordance with the laws and practices of each country. The main plans are in France, Switzerland, the UK, the US and Germany. Group employees in certain countries receive additional pension payments, paid as an annuity or in capital upon retirement. The benefits granted to Group employees are either in the form of defined contribution or defined benefit plans. Plan assets are generally held separately from the Group's assets.
For defined contribution plans the employer pays fixed contributions into a separate entity, with no legal or constructive obligation to pay further contributions. As a result, only contributions paid or due for the financial year are charged to the Group's statement of income as administrative expenses.
Defined benefit plans are those where a sum is paid to the employee upon retirement, which is dependent upon one or several factors such as age, years of service and salary. Defined benefit obligations and contributions are calculated annually by independent qualified actuaries using the projected unit credit method. The obligation recognized on the balance sheet represents the present value of the defined benefit obligation at the balance sheet date, less the market value of any plan assets, where appropriate, both adjusted for actuarial gains and losses and unrecognized past service cost.
In assessing the Group's liability for these plans, the Group uses external actuarial valuations which involve critical judgments and estimates of mortality rates, rates of employment turnover, disability, early retirement, discount rates, future salary increases and future pension increases. These assumptions may differ from actual results due to changing economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in variability of pension income or expenses recorded in future years. Actuarial gains and losses arising from experience adjustments and the effects of changes in actuarial assumptions are reflected in shareholders' equity.
Changes in past service costs resulting from the adoption or modification of a defined benefit plan are fully and immediately recorded as income or expense.
In some countries, the Group rewards employees for length of service by granting them a lump sum after certain periods of service. The primary country providing this benefit is France. For such benefits in France, the present value of the obligation is calculated annually by an independent actuary using the projected unit credit method and is recognized on the balance sheet.
Management assesses provisions, contingent assets and contingent liabilities and the likely outcome of pending or probable events, for example from lawsuits or tax disputes, on an ongoing basis. The outcome depends on future events that are by nature uncertain. In assessing the likely outcome of events, management bases its assessment on external legal assistance and established precedents.
Provisions, contingent assets and contingent liabilities have also been assessed at the acquisition date for the entities acquired. Such positions are subject to revision as at the acquisition date while the initial accounting is not final. Any revision after the initial accounting is final is recognized in the statement of income in accordance with IFRS 3 – Business Combinations.
The Group offers stock option plans to certain of its employees. The fair value of the services received in exchange for the granting of options is recognized as an expense. The total amount that is recognized over the vesting period is established by reference to the fair value of options granted, excluding conditions of attribution that are not linked to market conditions (return on equity (ROE), for example). These conditions are taken into account when determining the probable number of options which will be acquired by the beneficiaries. At each balance sheet date, the Group reviews the estimated number of options which will be acquired. Any impact is then recorded in the statement of income with the offsetting entry in shareholders' equity over the remaining vesting period.
The Group also grants shares to certain of its employees. These grants are recorded in expenses over the vesting period with the offset recorded as an increase in shareholders' equity.
The dilutive effect of outstanding options is reflected in the calculation of the diluted earnings per share.
The tax expense for the period comprises current and deferred tax. Tax is recognized in the statement of income except to the extent that it relates to items recognized in other comprehensive income or directly in equity.
The current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the end of the reporting period in countries where the Group's subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns. Assessing the outcome of uncertain tax positions requires judgments to be made regarding the result of negotiations with, and enquiries from, tax authorities in a number of jurisdictions. Provisions for tax contingencies require management to make judgments and estimates in relation to tax issues and exposures. Amounts provided are based on management's interpretation of country specific tax law and the likelihood of settlement. Tax benefits are not recognized unless the tax positions are probable of being sustained. In arriving at this position, management reviews each material tax benefit to assess whether a provision should be taken against full recognition of the benefit on the basis of potential settlement through negotiation and/or litigation.
Deferred taxes are recognized using the balance sheet liability method, for all temporary differences at the balance sheet date between the tax base of assets and liabilities and their carrying value on the balance sheet.
The main temporary differences arise from tax losses carried forward and the revaluation of certain financial assets and liabilities including derivative contracts, certain insurance contract liabilities, provisions for pensions and other postretirement benefits. In addition, temporary differences arise on acquisitions due to the difference between the fair values of the net assets acquired and their tax base. Deferred tax is provided on temporary differences arising from investments in subsidiaries, associates and joint ventures, except where it is probable that the difference will not reverse in the foreseeable future.
Deferred taxes are not provided in respect of temporary differences arising from the initial recognition of goodwill, or from goodwill for which amortization is not deductible for tax purposes, or from the initial recognition of an asset or liability in a transaction which is not a business combination and affects neither accounting profit nor taxable profit or loss at the time of the transaction.
Deferred tax assets are recognized on net operating losses carried forward to the extent that it is probable that future taxable profit will be available to utilize those net operating losses carried forward. Management makes assumptions and estimates related to income projections to determine the availability of sufficient future taxable income. SCOR uses a discounted cash flow model comprised of an earnings model, which considers forecasted earnings, and other financial ratios of legal entities based on board approved business plans, which incorporate key drivers of the underwriting results. Business plans include assessments of gross and net premium expectations, expected loss ratios and expected expense ratios, together with actuarial assumptions. To the extent that net operating losses carried forward cannot be utilized or expire, there may be deferred income tax expenses recorded in the future.
Taxes relating to items recorded directly in shareholders' equity are recorded directly in equity and not in the statement of income.
Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current tax assets and liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
Deferred tax assets and liabilities are assessed at the tax rate applicable in the fiscal year in which the asset will be realized or the liability settled, based on the tax rates (and tax regulations) that have been enacted or substantially enacted at the balance sheet date.
For management purposes, the Group is organized into two operating segments and one corporate cost center; Group Functions. The operating segments are: the SCOR Global P&C segment, with responsibility for property and casualty insurance and reinsurance (also referred to as "Non-Life"); and the SCOR Global Life segment, with responsibility for life reinsurance (also referred to as "Life"). Each operating segment underwrites different types of risks and offers different products and services which are marketed via separate channels. Responsibilities and reporting within the Group are established on the basis of this structure.
Management evaluates the performance of these segments and allocates resources to them in accordance with various performance indicators. The amount of inter-segment transactions, primarily in relation to gross written premiums, is not significant.
Management reviews the operating results of the SCOR Global P&C and SCOR Global Life segments individually for the purpose of assessing the operational performance of the business and to allocate resources. No operating segments have been aggregated to form the SCOR Global P&C and SCOR Global Life reportable operating segments.
Group Functions is not an operating segment and does not generate revenues. The costs in Group Functions are Group related costs that are not directly attributable to either the Non-Life or Life segments. Group Functions includes the cost of departments fulfilling duties for the benefit of the whole Group, such as the costs for Group Internal audit, Group Chief Financial Officer functions (Group Tax, Group Accounting, Group Consolidation and Reporting), Group Chief Operating Officer functions (Group Legal, Group Communication, Group Human Resources) and Group Chief Risk Officer expenses.
The following table sets forth the operating income for each of the Group's operating segments and its corporate cost center for the financial years ended 31 December 2014, 2013, and 2012.
| 31 December 2014 | 31 December 2013 31 December 2012 |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SCOR | SCOR | Group | Adjust ments |
SCOR | SCOR | Group | Adjust ments |
SCOR | SCOR | Group | Adjust ments |
||||
| In EUR million | Global Life |
Global P&C |
Func tions |
and elimi nations |
Total | Global Life |
Global P&C |
Func tions |
and elimi nations |
Total | Global Life |
Global P&C |
Func tions |
and elimi nations |
Total |
| Gross written premiums | 6,381 | 4,935 | - | - | 11,316 | 5,405 | 4,848 | - | - | 10,253 | 4,864 | 4,650 | - | - | 9,514 |
| Change in gross unearned premiums |
(18) | (160) | - | - | (178) | (4) | (71) | - | - | (75) | 3 | (150) | - | - | (147) |
| Gross earned premiums | 6,363 | 4,775 | - | - | 11,138 | 5,401 | 4,777 | - | - | 10,178 | 4,867 | 4,500 | - | - | 9,367 |
| Revenues associated with financial reinsurance |
4 | - | - | - | 4 | 3 | - | - | - | 3 | 2 | - | - | - | 2 |
| Gross benefits and claims paid |
(5,047) | (2,788) | - | - | (7,835) | (4,087) | (2,967) | - | - | (7,054) | (3,780) | (2,833) | - | (5) | (6,613) |
| Gross commission on earned premiums |
(960) | (1,068) | - | - | (2,028) | (894) | (1,035) | - | - | (1,929) | (953) | (956) | - | - | (1,909) |
| GROSS TECHNICAL (1) RESULT |
360 | 919 | - | - | 1,279 | 423 | 775 | - | - | 1,198 | 136 | 711 | - | (5) | 847 |
| Ceded written premiums | (660) | (518) | - | - | (1,178) | (591) | (532) | - | - | (1,123) | (531) | (445) | - | - | (976) |
| Change in ceded unearned premiums |
1 | 30 | - | - | 31 | - | 11 | - | - | 11 | - | 8 | - | - | 8 |
| Ceded earned premiums | (659) | (488) | - | - | (1,147) | (591) | (521) | - | - | (1,112) | (531) | (437) | - | - | (968) |
| Ceded claims | 438 | 167 | - | - | 605 | 258 | 237 | - | - | 495 | 458 | 177 | - | - | 635 |
| Ceded commissions | 108 | 49 | - | - | 157 | 112 | 52 | - | - | 164 | 95 | 49 | - | - | 144 |
| Net results of retrocession |
(113) | (272) | - | - | (385) | (221) | (232) | - | - | (453) | 22 | (211) | - | - | (189) |
| NET TECHNICAL RESULT (1) |
247 | 647 | - | - | 894 | 202 | 543 | - | - | 745 | 158 | 500 | - | (5) | 658 |
| Other income and expenses excl. Revenues associated with financial |
|||||||||||||||
| reinsurance contracts | (1) | (52) | - | - | (53) | (12) | (56) | - | - | (68) | 3 | (39) | - | - | (36) |
| Investment revenues | 110 | 224 | - | - | 334 | 88 | 215 | - | - | 303 | 89 | 225 | - | 2 | 316 |
| Interests on deposits | 158 | 22 | - | - | 180 | 155 | 21 | - | - | 176 | 178 | 24 | - | - | 202 |
| Realized capital gains / (losses) on investments |
32 | 103 | - | - | 135 | 32 | 98 | - | - | 130 | 24 | 137 | - | - | 161 |
| Change in fair value of investments |
- | 8 | - | - | 8 | 1 | 14 | - | - | 15 | - | 8 | - | - | 8 |
| Change in investment impairment and |
|||||||||||||||
| amortization Foreign exchange gains / |
(1) | (30) | - | - | (31) | (16) | (81) | - | - | (97) | (16) | (71) | - | - | (87) |
| (losses) | (7) | 18 | - | - | 11 | (15) | 5 | - | - | (10) | (2) | 25 | - | - | 23 |
| Investment income | 292 | 345 | - | - | 637 | 245 | 272 | - | - | 517 | 273 | 348 | - | 2 | 623 |
| Investment management expenses |
(9) | (25) | (6) | - | (40) | (10) | (21) | (5) | - | (36) | (10) | (15) | (5) | - | (30) |
| Acquisition and administrative expenses |
(204) | (191) | (19) | - | (414) | (183) | (178) | (12) | - | (373) | (165) | (176) | (8) | - | (349) |
| Other current operating | |||||||||||||||
| expenses CURRENT OPERATING |
(34) | (37) | (82) | - | (153) | (39) | (49) | (67) | - | (155) | (45) | (44) | (88) | - | (177) |
| RESULT | 291 | 687 | (107) | - | 871 | 203 | 511 | (84) | - | 630 | 214 | 574 | (101) | (3) | 689 |
| Other operating expenses Other operating income |
(15) | (56) | - | - | (71) | (4) | (45) | - | - | (49) | - | (50) | - | - | (50) |
| OPERATING RESULT (BEFORE IMPACT OF |
9 | 17 | - | - | 26 | - | - | - | - | - | 6 | - | - | - | 6 |
| ACQUISITIONS) | 285 | 648 | (107) | - | 826 | 199 | 466 | (84) | - | 581 | 220 | 524 | (101) | (3) | 645 |
(1) Technical results are the balance of income and expenses allotted to the insurance business.
The following tables set forth the Group's gross written premiums by geographic region as well as certain assets and liabilities for the financial years ended 31 December 2014, 2013, and 2012.
GROSS WRITTEN PREMIUMS BY GEOGRAPHIC REGION
The distribution by geographic region, based on the localization of the ceding company for treaty business and localization of the insured for facultative business, is as follows:
| FOR THE YEAR ENDED 31 DECEMBER | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| SCOR Global Life | SCOR Global P&C | ||||||||
| In EUR million | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | |||
| Gross written premiums | 6,381 | 5,405 | 4,864 | 4,935 | 4,848 | 4,650 | |||
| EMEA | 2,103 | 2,068 | 1,954 | 2,651 | 2,724 | 2,614 | |||
| Americas | 3,498 | 2,744 | 2,462 | 1,355 | 1,263 | 1,235 | |||
| Asia | 780 | 593 | 448 | 929 | 861 | 801 |
The increase in gross written premiums of SCOR Global Life in 2013 and 2014 is mostly due to the acquisition of Generali U.S. which was completed on 1 October 2013.
ASSETS AND LIABILITIES BY SEGMENT
Key balance sheet captions by segment, as reviewed by the management, are split as follows:
| AS AT 31 DECEMBER | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 | |||||||||
| SCOR | SCOR | SCOR | SCOR | |||||||
| In EUR million | Global Life | Global P&C | Total | Global Life | Global P&C | Total | ||||
| Goodwill | 45 | 743 | 788 | 45 | 743 | 788 | ||||
| Value of business acquired | 1,455 | - | 1,455 | 1,393 | - | 1,393 | ||||
| Insurance business investments | 11,853 | 13,124 | 24,977 | 10,276 | 11,996 | 22,272 | ||||
| Cash and cash equivalents | 655 | 205 | 860 | 885 | 629 | 1,514 | ||||
| Share of retrocessionaires in insurance and investment contract liabilities |
434 | 761 | 1,195 | 410 | 730 | 1,140 | ||||
| Total assets | 17,712 | 19,454 | 37,166 | 16,410 | 17,751 | 34,161 | ||||
| Contract liabilities | (12,694) | (13,145) | (25,839) | (11,850) | (12,487) | (24,337) |
Assets and liabilities by geographic region are based on the location of the subsidiary.
| AS AT 31 DECEMBER | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 | |||||||
| In EUR million | EMEA | Americas | Asia | Total | EMEA | Americas | Asia | Total |
| Insurance business investments | 20,336 | 3,319 | 1,322 | 24,977 | 18,614 | 2,787 | 871 | 22,272 |
| Share of retrocessionaires in insurance and investment |
||||||||
| contract liabilities | 949 | 229 | 17 | 1,195 | 886 | 239 | 15 | 1,140 |
| Total assets | 29,792 | 5,073 | 2,301 | 37,166 | 27,856 | 4,291 | 2,014 | 34,161 |
| Contract liabilities | (19,187) | (4,920) | (1,732) | (25,839) | (18,439) | (4,356) | (1,542) | (24,337) |
The cash flows, by segment, are presented as follows:
| FOR THE YEAR ENDED 31 DECEMBER | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 | 2012 | |||||||
| In EUR million | SCOR Global Life |
SCOR Global P&C |
Total | SCOR Global Life |
SCOR Global P&C |
Total | SCOR Global Life |
SCOR Global P&C |
Total |
| Cash and cash equivalents at 1 January | 885 | 629 | 1,514 | 680 | 786 | 1,466 | 576 | 705 | 1,281 |
| Net cash flows from operations | 286 | 608 | 894 | 296 | 601 | 897 | 227 | 534 | 761 |
| Net cash flows from investing activities | (233) | (1,164) | (1,397) | (593) | (73) | (666) | 26 | (464) | (438) |
| Net cash flows from financing activities | (355) | 120 | (235) | 545 | (652) | (107) | (157) | 11 | (146) |
| Effect of changes in foreign exchange rates | 72 | 12 | 84 | (43) | (33) | (76) | 8 | - | 8 |
| Cash and cash equivalents at 31 December | 655 | 205 | 860 | 885 | 629 | 1,514 | 680 | 786 | 1,466 |
The following sections describe the acquisitions of companies fully consolidated that occurred in 2013.
On 1 October 2013, SCOR Global Life Americas Holding Inc., a subsidiary of SCOR Global Life SE, acquired 100% of Generali U.S. Holdings, Inc. ("Generali U.S."), the holding company of Generali's U.S. life reinsurance operations.
The transaction encompassed the stock purchase of Generali U.S. and its operating subsidiaries, including Generali USA Life Reassurance Company ("Generali USA") and the recapture of the retrocession agreements between Generali USA and Generali Spa.
The transaction resulted in a gain from bargain purchase of EUR 197 million and was financed by SCOR through the use of own funds and a limited debt issuance, including a short-term financing agreement of USD 228 million, without the issuance of new shares. The short-term financing agreement was fully repaid during the first quarter of 2014.
| GENERALI U.S.: FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED AS AT 1 OCTOBER 2013 |
Provisional and final |
|---|---|
| In EUR million (1) |
|
| Assets | |
| Value of business acquired | 453 |
| Investments | 867 |
| Share of retrocessionaires in insurance and investments contract liabilities | 96 |
| Other assets | 87 |
| Cash and cash equivalents | 583 |
| TOTAL ASSETS | 2,086 |
| Liabilities | |
| Contract liabilities | 1,046 |
| Other liabilities | 256 |
| TOTAL LIABILITIES | 1,302 |
| Fair value of net assets | 784 |
| Consideration paid | (573) |
| Impact of foreign exchange | (14) |
| Gain from bargain purchase (2) |
197 |
(1) Based on the EUR/USD exchange rate at the date of acquisition (2) Gain from bargain purchase valued at the 1 October EUR/USD exchange rate of 0.740192
The accounting for the acquisition of Generali U.S. generated a gain from bargain purchase of EUR 197 million as the fair value of net assets of EUR 784 million was in excess of the aggregate consideration.
The gain from bargain purchase included a foreign currency exchange loss of EUR 14 million.
Historic intangible assets, including goodwill, deferred acquisition costs and value of business acquired (VOBA) have been de-recognized.
The VOBA has been estimated at EUR 453 million based on the best estimate of expected future profits using a discount rate including an appropriate risk premium.
This intangible asset will be amortized over the lifetime of the underlying treaties, in line with expected emergence of profits.
Fair values have been determined for investments based mainly on quoted market prices. If quoted market prices were not available, valuation models were applied.
Share of retrocessionaires in insurance and investments contract liabilities and contract liabilities
Mathematical reserves, claims reserves and share of retrocessionaires in Contract Liabilities have been recorded based on best estimate assumptions at the time of acquisition.
Other assets and liabilities have been recorded at their estimated fair value.
Deferred tax has been recognized on the timing differences arising from the purchase price allocation. These balances represent payable and recoverable amounts which the Group expects to realize.
The management of SCOR measured the fair value of the separately recognizable identifiable assets acquired and the liabilities assumed as at the acquisition date. The cost of the investment was lower than the fair value of the net assets acquired. This difference, or gain from bargain purchase of EUR 197 million, was recorded in the consolidated statement of income of the Group for the year ended 31 December 2013.
The share of the reinsurance business of Generali U.S. included in SCOR's consolidated income corresponds to the results generated during the period from 1 October 2013, the date of acquisition by the Group, up to the end of the reporting period, 31 December 2013.
| GENERALI U.S.: STATEMENT OF INCOME FROM ACQUISITION DATE TO 31 DECEMBER 2013 | |
|---|---|
| In EUR million | (1) |
| Gross written premiums | 209 |
| Change in unearned premiums | - |
| Gross earned premiums | 209 |
| Other income and expense | - |
| Investment income | 4 |
| Total income from ordinary activities | 213 |
| Gross benefits and claims paid | (161) |
| Gross commission on earned premiums | (19) |
| Net results of retrocession | (15) |
| Investment management expenses | - |
| Acquisition and administrative expenses | (6) |
| Other current operating expenses | - |
| Other current operating income | - |
| Total other current operating income and expense | (201) |
| CURRENT OPERATING RESULT | 12 |
| Other operating expenses | - |
| Other operating income | - |
| OPERATING RESULT (BEFORE IMPACT OF ACQUISITIONS) | 12 |
| Acquisition related expenses | - |
| Gain from bargain purchase | - |
| OPERATING RESULT | 12 |
| Financing expenses | - |
| Share in results of associates | - |
| CONSOLIDATED NET INCOME, BEFORE TAX | 12 |
| Corporate income tax | (2) |
(1) Based on the EUR/USD fourth quarter average exchange rate
The pro forma financial information as at 31 December 2013 is presented to illustrate the effect on the Group's statement of income of the Generali U.S. acquisition as if the acquisition had occurred on 1 January 2013. The Generali U.S. information is based on the estimated revenues and net income of the acquired business for the twelve month period ended 31 December 2013 and includes estimates for the impact of purchase accounting. The pro forma financial information is not necessarily indicative of what would have occurred had the acquisition and related transactions been made on the dates indicated, or of the future results of the Group.
The main assumptions included in the retrospective calculation relate to the following items:
While assessing the investment income of the Generali U.S. portfolio as at 31 December 2013, SCOR's quarterly yields assumptions were applied from acquisition date to year-end. As such, no pro forma adjustment has been made to reflect the pre-acquisition period of 2013. A pro forma adjustment of EUR (3) million was made to reduce investment income for the amount of interest on cash balances that were used to pay a portion of the purchase price to Generali.
Acquisition related expenses
Acquisition costs of EUR 9 million incurred before the close of the transaction were eliminated for pro-forma purposes. Additional EUR 7 million of acquisition related costs are included in pro forma adjustments.
Acquisition related gain from bargain purchase resulting from the fair value of net assets acquired exceeding the consideration paid was recognized as at 1 January 2013. This gain is shown as a pro forma adjustment.
For the purpose of presenting pro forma information, acquisition related debt interest expenses that have been incurred by SCOR to finance the Generali U.S. acquisition have been assumed to be recorded beginning on 1 January 2013. They amounted to EUR (10) million.
The tax rates applied are 35 % for adjustments that occurred in the US and 12.5% for that occurred in Ireland. The total corporate income tax effect related to the afore-mentioned pro forma adjustments amounted to EUR 7 million, including the impact of the non-taxable gain from bargain purchase.
The income statement pro forma information presented below has been prepared in accordance with AMF requirements and SCOR Group's accounting principles and is presented in columnar format, composed of:
| PRO FORMA STATEMENT OF INCOME 2013 | ||||
|---|---|---|---|---|
| In EUR million | SCOR | Generali U.S. | Pro Forma Adjustments |
Total Pro Forma |
| Gross written premiums | 10,044 | 854 | - | 10,898 |
| Change in unearned premiums | (75) | - | - | (75) |
| Gross earned premiums | 9,969 | 854 | - | 10,823 |
| Other income and expense | (65) | - | - | (65) |
| Investment income | 513 | 21 | (3) | 531 |
| Total income from ordinary activities | 10,417 | 875 | (3) | 11,289 |
| Gross benefits and claims paid | (6,893) | (678) | - | (7,571) |
| Gross commission on earned premiums | (1,910) | (79) | - | (1,989) |
| Net results of retrocession | (438) | (42) | - | (480) |
| Investment management expenses | (36) | (1) | - | (37) |
| Acquisition and administrative expenses | (367) | (26) | - | (393) |
| Other current operating expenses | (155) | - | - | (155) |
| Total other current operating income and expense | (9,799) | (826) | - | (10,625) |
| CURRENT OPERATING RESULT | 618 | 49 | (3) | 664 |
| Other operating expenses | (49) | - | - | (49) |
| Other operating income | - | - | - | - |
| OPERATING RESULT (BEFORE IMPACT OF | ||||
| ACQUISITION) | 569 | 49 | (3) | 615 |
| Acquisition related expenses | (6) | - | (17) | (23) |
| Gain from bargain purchase | 30 | - | 197 | 227 |
| OPERATING RESULT | 593 | 49 | 177 | 819 |
| Financing expenses | (130) | - | (10) | (140) |
| Share in results of associates | (13) | - | - | (13) |
| CONSOLIDATED NET INCOME, BEFORE TAX | 450 | 49 | 167 | 666 |
| Corporate income tax | (94) | (8) | 7 | (95) |
| CONSOLIDATED NET INCOME | 356 | 41 | 174 | 571 |
On 29 May 2013, SCOR acquired 59.9% of the capital and the voting rights of MRM S.A., a French Real Estate Investment Trust holding a mixed portfolio of retail properties and offices. With this investment, SCOR is strengthening and diversifying its real estate investment portfolio. The acquisition has been made with a view to refocusing MRM S.A.'s activity towards a portfolio of similar retail assets.
The consideration paid by SCOR amounted to EUR 53 million and was made in exchange for MRM S.A. shares. The transaction was financed by SCOR through the use of own funds, without the issuance of any new debt or own shares.
The purchase price has been allocated based on an estimate of the fair value of assets acquired and liabilities assumed at the date of acquisition determined in accordance to IFRS 3 "Business Combinations".
The allocation relies on significant assumptions and the use of external expertise. The assets and liabilities acquired have been recorded at their fair values for purposes of the opening balance sheet and included in the consolidated accounts of SCOR using the Group's accounting principles in accordance with IFRS. The gain from bargain purchase arising from the acquisition of MRM S.A. was because MRM S.A.'s finances need to be restructured with the help of a third party investor. This is also supported by the fair value of the buildings acquired.
The fair value of the assets acquired and liabilities assumed as at 29 May 2013 were as follows:
| MRM S.A.: FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED AS AT 29 MAY 2013 | Provisional and final |
|---|---|
| In EUR million | |
| Assets | |
| Real estate investments | 259 |
| Other assets | 12 |
| Cash and cash equivalents | 57 |
| TOTAL ASSETS | 328 |
| Liabilities | |
| Real estate financing | 181 |
| Other financial debt | 11 |
| Contingency reserves | 2 |
| Other liabilities | 15 |
| TOTAL LIABILITIES | 209 |
| Fair value of net assets | 119 |
| Consideration paid | (53) |
| Fair value of non-controlling interests | (36) |
| Gain from bargain purchase | 30 |
Fair values have been determined by independent appraisers, having recent experience in the location and category of investment property assessed and approved by the domestic regulators (l'Autorité de Contrôle Prudentiel et de Résolution in France).
Debt related to real estate financing has been recorded at fair value.
Other assets and liabilities have been recorded at their estimated fair value.
The fair value of the non-controlling interests in MRM S.A. has been determined by an independent appraiser and is in proportion to the fair value paid by SCOR.
The management of SCOR measured the fair value of the separately recognizable identifiable assets acquired and the liabilities assumed as at the acquisition date.
The cost of the investment was lower than the fair value of the net assets acquired. This difference, or gain from bargain purchase of EUR 30 million, was recorded in the statement of income of the Group for the year ended 31 December 2013.
Acquisition related expenses of EUR 3 million have been stated separately on the face of the consolidated statements of income for the year ended 31 December 2013.
MRM S.A.'s share of investment income of EUR 2 million and result before tax of EUR 0 million included in SCOR's consolidated 2013 results correspond to the results generated by MRM S.A. during the period from 29 May 2013, the acquisition date, up to the end of the reporting period.
If the business combination had taken place at the beginning of the year, investment income would have been EUR 519 million and the profit before tax for the Group would have been EUR 674 million.
The consolidated statement of cash flows includes the following impacts related to the MRM S.A. acquisition:
| In EUR million | |
|---|---|
| Acquisition of consolidated entity | (53) |
| Change in scope of consolidation | 57 |
| Cash used to redeem financial debt | (26) |
| Interest paid on financial debt | (8) |
The consideration paid by SCOR amounted to EUR 53 million which was contributed into MRM S.A. as an increase in share capital as at the acquisition date. The cash and cash equivalents of MRM S.A. amounted to EUR 4 million prior to the cash contribution by SCOR. Including the cash contribution by SCOR total cash and cash equivalents of MRM S.A. amounted to EUR 57 million.
| Value of | ||||
|---|---|---|---|---|
| In EUR million | Goodwill | business acquired |
Other | Total |
| Gross value at 31 December 2012 | 969 | 1,463 | 210 | 2,642 |
| Foreign exchange rate movements | - | (53) | (1) | (54) |
| Additions | - | - | 28 | 28 |
| Disposal | - | (8) | (6) | (14) |
| Change in scope of consolidation | - | 453 | - | 453 |
| Gross value at 31 December 2013 | 969 | 1,855 | 231 | 3,055 |
| Foreign exchange rate movements | - | 141 | 5 | 146 |
| Additions | - | - | 30 | 30 |
| Disposal | - | (9) | (4) | (13) |
| Change in scope of consolidation | - | - | (2) | (2) |
| Gross value at 31 December 2014 | 969 | 1,987 | 260 | 3,216 |
| Cumulative amortization and impairment at 31 | ||||
| December 2012 | (181) | (432) | (88) | (701) |
| Foreign exchange rate movements | - | 5 | 1 | 6 |
| Amortization for the period | - | (35) | (18) | (53) |
| Impairment for the period | - | - | - | - |
| Shadow accounting | - | - | - | - |
| Cumulative amortization and impairment at 31 December 2013 |
(181) | (462) | (105) | (748) |
| Foreign exchange rate movements | - | (17) | (3) | (20) |
| Amortization for the period | - | (32) | (7) | (39) |
| Impairment for the period | - | - | (3) | (3) |
| Shadow accounting | - | (21) | - | (21) |
| Cumulative amortization and impairment at 31 December 2014 |
(181) | (532) | (118) | (831) |
| Carrying value as at 31 December 2012 | 788 | 1,031 | 122 | 1,941 |
| Carrying value as at 31 December 2013 | 788 | 1,393 | 126 | 2,307 |
| Carrying value as at 31 December 2014 | 788 | 1,455 | 142 | 2,385 |
Goodwill, which represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized, was EUR 788 million as at 31 December 2014 and 2013.
The net book value of goodwill allocated to SCOR Global P&C and SCOR Global Life is disclosed in Note 2 – Segment information.
For the purposes of impairment testing, goodwill acquired in a business combination is allocated by SCOR to the groups of cash generating units that are expected to benefit from the profitability and synergies of the business combination. SCOR groups its CGUs by its operating segments, SCOR Global P&C and SCOR Global Life. This is consistent with the way that SCOR manages and monitors its business and cash flows.
In order to estimate the fair value of SCOR Global P&C for the purpose of impairment testing, SCOR uses a discounted cash flow model comprised of an earnings model, which considers forecasted earnings and other financial ratios of the reportable segment over a five year period. The first two years are based on Board-approved business plans and the last three are extrapolated using an approach based on past experience. Business plans include assessments of gross and net premium expectations, expected loss ratios and expected expense ratios together with actuarial assumptions such as the coefficient of variation on ultimate net reserves together with assumptions as to the mean time to payment of existing reserves and future business. Premium income beyond this period is extrapolated using a growth rate of 8%. SCOR uses risk free interest rates per currency. The estimated Group cost of capital is 7.33% as derived from the Capital Asset Pricing Model (CAPM).
For SCOR Global Life, goodwill is tested for impairment with reference to the inputs and methodology that SCOR applies in calculating the embedded value of the segment. Market Consistent Embedded Value (MCEV) is a measure of the consolidated value of shareholders' interests in the covered business. The MCEV represents the present value of shareholders' interests in the earnings distributable from assets allocated to the covered business after sufficient allowance for the aggregate risks in the covered business. The allowance for risk is calibrated to match the market price for risk where reliably observable. The MCEV consists of the Shareholder Net Worth (market value basis of equity), and Value of In-Force covered business (VIF). The VIF is comprised of Present Value of Future Profits, projected over the life of the portfolio and based on contractual cash-flows. Key assumptions are morbidity, mortality and lapse rates. Mortality/morbidity are based on external tables, adjusted based on internal past experience. Lapses are also based on internal past experience. SCOR calculates and publishes an MCEV in line with the principles of the CFO Forum. For the 2013 embedded value, discount rates used were based on par swap rates ranging between 0.09% and 12.28% depending on the currency and the duration adjusted for credit risk and extrapolation.
Management believes that any reasonably possible change in the key assumptions on which SCOR Global P&C and SCOR Global Life recoverable amounts are based would not cause their carrying amount to exceed their recoverable amount.
As part of the impairment testing, SCOR assesses whether the recoverable amount of operating units is at least equal to the total carrying value of operating units (including goodwill). If it is determined that an impairment exists, the total carrying value is adjusted to the recoverable amount. Any impairment charge is recorded in income in the period in which it arises.
The annual goodwill impairment tests conducted for both SCOR Global P&C and SCOR Global Life segments show recoverable amounts in excess of the respective total carrying values. Consequently, no goodwill impairment charges were recognized for the years ended 31 December 2014, 2013 and 2012.
The IFRS 4 liability adequacy testing which includes VOBA recoverability, showed no indicators of impairment for the years ended 31 December 2014, 2013 or 2012.
Other intangible assets at 31 December 2014 were EUR 142 million compared with EUR 126 million at 31 December 2013.
Other intangible assets with finite useful lives at 31 December 2014 were EUR 111 million compared with EUR 96 million at 31 December 2013. During 2012, SCOR received indications that the business-venture agreement with the Medical Defense Union (MDU), acquired through the Converium business combination would be terminated and consequently management decided to impair the intangible to its recoverable value. At 31 December 2013, the remaining value of the intangible was EUR 0.2 million. At 31 December 2014, it is fully amortized.
The Group amortizes its other intangible assets with a finite life over a one to ten year period dependent on the specific circumstances of each arrangement.
The additions during the year ended 31 December 2014 of EUR 30 million comprise mainly software development cost capitalized relating to the Group's general ledger, technical accounting system and internal model of the Group.
The Group conducted its annual assessment of the amortization period and amortization method of these finite life intangible assets and has concluded that both the amortization period and existing amortization methodology are appropriate.
The amortization charge associated with other intangible assets with finite lives was EUR (7) million, EUR (18) million, and EUR 9 million (1) , for the years ended 31 December 2014, 2013, and 2012 respectively.
Other intangible assets also include indefinite life intangible assets associated with Lloyd's syndicate participations acquired through the Converium business combination. The Lloyd's intangibles of EUR 16 million as at 31 December 2014 and 31 December 2013 are deemed to have an indefinite life due to the ability to realize cash for these contractual rights through the Lloyd's auction process. Other intangible assets having an indefinite useful life amounted to EUR 15 million as at 31 December 2014 compared with EUR 14 million as at 31 December 2013.
Intangible assets with an indefinite life are tested for impairment annually. The price of the Lloyd's syndicate participations from the Lloyd's auction process are key inputs to the impairment tests conducted, which demonstrated that there are no indicators of impairment.
Tangible assets as at 31 December 2014 were EUR 542 million compared to EUR 544 million as at 31 December 2013. These primarily relate to buildings used by SCOR as offices, office furniture and equipment, and building fixtures and fittings.
| In EUR million | Fixed assets |
|---|---|
| Gross value at 31 December 2012 | 612 |
| Foreign exchange rate movements | (5) |
| Additions | 26 |
| Reclassification | - |
| Disposal | (2) |
| Change in scope of consolidation | 3 |
| Other | (1) |
| Gross value at 31 December 2013 | 633 |
| Foreign exchange rate movements | 9 |
| Additions | 17 |
| Reclassification | - |
| Disposal | (14) |
| Change in scope of consolidation | - |
| Other | - |
| Gross value at 31 December 2014 | 645 |
| Cumulative depreciation and impairment at 31 December 2012 | (72) |
| Depreciation for the period | (19) |
| Impairment for the period | - |
| Reclassification | - |
| Disposal | 2 |
| Cumulative depreciation and impairment at 31 December 2013 | (89) |
| Depreciation for the period | (23) |
| Impairment for the period | - |
| Reclassification | - |
| Disposal | 9 |
| Cumulative depreciation and impairment at 31 December 2014 | (103) |
| Carrying value as at 31 December 2012 | 540 |
| Carrying value as at 31 December 2013 | 544 |
| Carrying value as at 31 December 2014 | 542 |
The additions to tangible assets in 2013 were mainly related to the acquisition of an additional unit in the Madrid office (SGL SE) and to the acquisition of office space in Singapore in a building in state of future completion.
The additions to tangible assets in 2014 were mainly related to the on-going construction of the Singapore office in which SCOR purchased four units of an additional floor and to the leasehold improvements in other properties for a total
(1) Including EUR 16 million reversal of amortization due to intangible assets disposals.
of EUR 17 million. These additions are partially offset by the sale of office space in a building also located in Singapore, on November 17th 2014.
PROPERTY RELATED COMMITMENTS RECEIVED AND GRANTED
Payments for operating leases relate primarily to rental payments for offices and business premises of the Group. They include extension options as well as restrictions regarding subleases. In the period under review, minimum lease payments of EUR 21 million (2013: EUR 18 million; 2012: EUR 29 million) were recognized as an expense, net of sublease payments of EUR (2) million (2013: EUR (3) million; 2012: EUR (6) million). The main lease contracts are for the US and Zurich offices. The minimum payments are as follows:
| 2014 | 2013 | |
|---|---|---|
| In EUR million | Minimum payments | Minimum payments |
| Less than one year | 21 | 16 |
| From one to five years | 54 | 66 |
| More than five years | 31 | 33 |
| TOTAL MINIMUM PAYMENTS | 106 | 115 |
In October 2013, SCOR Reinsurance Asia Pacific PTE Ltd. entered into contract to acquire two floors in a building still under construction in Singapore and has purchased four units of an additional floor in 2014. The total acquisition price estimated, including fees, is SGD 76 million as at 31 December 2014 (SGD 67 million as at 31 December 2013). As at 31 December 2014, SGD 24 million (EUR 16 million) were recognized in the balance sheet. As at 31 December 2014, SCOR Reinsurance Asia Pacific PTE Ltd. did not have the right to use the building, which is contingent on completion of construction and fitting, expected to take place mid-2017.
In 2014, SCOR has committed to acquire an office building in London. This acquisition is contingent on completion of construction and building delivery. In 2014, SCOR has paid a GBP 10 million deposit.
The insurance business investments of the Group can be analyzed as follows:
| Net book value as at 31 December | ||||
|---|---|---|---|---|
| In EUR million | 2014 | 2013 | ||
| Real estate investments | Note 6 – (A), (C) | 845 | 861 | |
| Equities | Note 6 – (A) | 726 | 734 | |
| Fixed income | Note 6 – (A), (D) | 13,958 | 11,333 | |
| Available-for-sale financial assets | Note 6 – (A) | 14,684 | 12,067 | |
| Equities | Note 6 – (A) | 417 | 322 | |
| Fixed income | Note 6 – (A), (D) | 33 | 47 | |
| Investments at fair value through income - | ||||
| designated as such for their initial recognition | Note 6 – (A) | 450 | 369 | |
| Loans and receivables | Note 7 (also Note 6 – (A)) | 8,947 | 8,881 | |
| Derivative instruments | (1) Note 8 (also Note 6 – (A)) |
51 | 94 | |
(1) Liabilities of EUR 78 million arising from derivative financial instruments are disclosed in the liability section of the consolidated balance sheet (2013: EUR 37 million).
Mutual funds that the Group manages and controls, which are also open to external clients are either fully consolidated (as described in Note 1 (C) – Basis of consolidation) or consolidated in accordance with a "short cut method" and treated as investments at fair value through income when certain conditions are met. Under this method, the assets under management for third parties are excluded from SCOR's consolidated balance sheet.
The total amount of assets under management for third parties were EUR 789 million and EUR 307 million as at December 2014 and 2013 respectively, of which:
| Investments and cash as at 31 December 2014 | ||||||
|---|---|---|---|---|---|---|
| Cost or amortized |
||||||
| In EUR million | Total | Level 1 | Level 2 | Level 3 | cost | |
| Real estate investments | 845 | - | - | - | 845 | |
| Equities | 726 | 313 | 347 | - | 66 | |
| Fixed income | 13,958 | 12,888 | 1,068 | - | 2 | |
| Available-for-sale financial assets | 14,684 | 13,201 | 1,415 | - | 68 | |
| Equities | 417 | 155 | 262 | - | - | |
| Fixed income | 33 | - | 33 | - | - | |
| Investments at fair value through income - designated as such for their initial recognition |
450 | 155 | 295 | - | - | |
| Loans and receivables | 8,947 | 93 | - | - | 8,854 | |
| Derivative instruments | Note 6 – (B) | 51 | - | 32 | 19 | - |
| TOTAL INSURANCE BUSINESS INVESTMENTS |
24,977 | 13,449 | 1,742 | 19 | 9,767 | |
| Cash and cash equivalents | 860 | 860 | - | - | - | |
| INVESTMENTS AND CASH AS AT 31 DECEMBER 2014 |
25,837 | 14,309 | 1,742 | 19 | 9,767 | |
| Percentage | 100% | 55% | 7% | - | 38% |
| Investments and cash as at 31 December 2013 | |||||||
|---|---|---|---|---|---|---|---|
| Cost or amortized |
|||||||
| In EUR million | Total | Level 1 | Level 2 | Level 3 | cost | ||
| Real estate investments | 861 | - | - | - | 861 | ||
| Equities | 734 | 342 | 318 | - | 74 | ||
| Fixed income | 11,333 | 10,322 | 1,009 | - | 2 | ||
| Available-for-sale financial assets | 12,067 | 10,664 | 1,327 | - | 76 | ||
| Equities | 322 | 107 | 215 | - | - | ||
| Fixed income | 47 | 3 | 44 | - | - | ||
| Investments at fair value through income - Designated as such for their initial |
|||||||
| recognition | 369 | 110 | 259 | - | - | ||
| Loans and receivables | 8,881 | 606 | - | - | 8,275 | ||
| Derivative instruments | Note 6 – (B) | 94 | - | 35 | 59 | - | |
| TOTAL INSURANCE BUSINESS INVESTMENTS |
22,272 | 11,380 | 1,621 | 59 | 9,212 | ||
| Cash and cash equivalents | 1,514 | 1,514 | - | - | - | ||
| INVESTMENTS AND CASH AS AT 31 DECEMBER 2013 |
23,786 | 12,894 | 1,621 | 59 | 9,212 | ||
| Percentage | 100% | 54% | 7% | - | 39% |
The level in which an investment is categorized within the fair value method hierarchy is determined on the basis of the lowest level of input that is significant to the fair value measurement of that instrument. The significance of an input is therefore assessed against the fair value measurement in its entirety. Assessing the significance of particular inputs into the fair value measurement requires judgment, considering factors specific to the instrument. At each end of a reporting period, the Group considers the classification relevancy of financial instruments that are recognized at fair value. The valuation methodology of financial instruments is monitored to identify potential reclassifications.
Included within this category are financial investments that are measured by direct reference to published quotes within an active market. Financial instruments are included within this category if quoted prices or rates represent actual and regularly occurring transactions that are available from a stock exchange, dealer or broker. Such instruments comprise listed equities, mostly government, covered and agency bonds, as well as short-term investments.
The Group has certain investments which are valued based on models prepared by independent external third parties using market inputs. These instruments are primarily comprised of structured products, other than agencies, for which the market is considered active, private placements, inflation linked government assimilated bonds and specific alternative investments. Further detail on the valuation of these derivative instruments is included within Note 8 – Derivative Instruments.
Included within this category are those instruments whose fair value is not based on observable market inputs. These instruments are neither supported by prices from observable current market transactions in the same instrument, nor are they based on available market data. As at 31 December 2014 and 2013, the main asset class within the Level 3 fair value measurement category consists of derivative instruments primarily relating to the Atlas catastrophe and mortality bonds. Further detail on the valuation of these derivative instruments is included within Note 8 - Derivative Instruments.
Available for sale investments include EUR 68 million of investments which are measured at cost (2013: EUR 76 million). These investments include primarily equities and funds which are not listed.
In 2014 and 2013 respectively, there were no material gains or losses realized on the disposal of available for sale investments which were previously carried at cost.
There have been no material transfers between Level 1 and Level 2 in 2014 and 2013 respectively. There were also no changes in the purpose of any financial asset that subsequently resulted in a different classification of that asset.
The movement in Level 3 investments since 31 December 2013 is mainly due to foreign exchange impacts and the change in fair value of Atlas vehicles.
During the financial year ended 31 December 2014, there were no net transfers out of the Level 3 fair value measurement category (2013: EUR 2 million).
| In EUR million | At 1 January 2014 |
Total gains / (losses) recognized in statement of income |
Change in fair value through OCI |
Purchases | Sales | Transfer into / out of level 3 fair value measure ment |
At 31 December 2014 |
|---|---|---|---|---|---|---|---|
| Equities | - | - | - | - | - | - | - |
| Fixed income | - | - | - | - | - | - | - |
| Available-for-sale | |||||||
| financial assets | - | - | - | - | - | - | - |
| Derivative instruments | 59 | (40) (1) | - | - | - | - | 19 |
| Investments | 59 | (40) | - | - | - | - | 19 |
(1) Movements in derivative instruments are due to the change in fair value of ATLAS VI and IX derivatives recorded in other operating expenses
| In EUR million | At 1 January 2013 |
Total gains / (losses) recognized in statement of income |
Change in fair value through OCI |
Purchases | Sales | Transfer into / out of level 3 fair value measure ment |
At 31 December 2013 |
|---|---|---|---|---|---|---|---|
| Equities | - | - | - | - | - | - | - |
| Fixed income | 2 | - | - | - | - | (2) | - |
| Available-for-sale financial assets |
2 | - | - | - | - | (2) | - |
| Derivative instruments | 81 | (46) (1) | - | 24 (2) | - | - | 59 |
| Investments | 83 | (46) | - | 24 | - | (2) | 59 |
(1) Movements in derivative instruments are mainly due to the change in fair value of ATLAS V, VI and IX derivatives recorded in other operating expenses (2) Acquisition of Atlas IX Mortality Risk Transfer Contract
| In EUR million | At 1 January 2012 |
Total gains / (losses) recognized in statement of income |
Change in fair value through OCI |
Purchases | Sales | Transfer into / out of level 3 fair value measure ment |
At 31 December 2012 |
|---|---|---|---|---|---|---|---|
| Equities | - | - | - | - | - | - | - |
| Fixed income | 8 | - | - | - | (6) | - | 2 |
| Available-for-sale financial assets |
8 | - | - | - | (6) | - | 2 |
| Derivative instruments | 133 | (50) (1) | - | - | (2) | - | 81 |
| Investments | 141 | (50) | - | - | (8) | - | 83 |
(1) Movements in derivative instruments are mainly due to the change in fair value of ATLAS V and VI derivatives recorded in other operating expenses The EUR (40) million total losses recorded in the statement of income in 2014, represents EUR (40) million of change in fair value (2013: EUR (46) million; 2012: EUR (50) million) and no realized gains/losses (2013: Nil; 2012: Nil).
The properties held by the Group and considered as investment property are owned either by wholly-owned subsidiaries of SCOR, or by MRM S.A., a real estate investment trust, owned at 59.9% by SCOR SE. They consist of office buildings (wholly-owned subsidiaries and MRM S.A.), and retail buildings (MRM S.A.). The movements in the real estate investments and finance leases are analyzed as follows:
| In EUR million | Real estate investments |
Finance Leases |
Total |
|---|---|---|---|
| Gross value at 31 December 2012 | 566 | 91 | 657 |
| Foreign exchange rate movements | - | - | - |
| Additions | 69 | - | 69 |
| Disposal | (36) | - | (36) |
| Reclassification | 91 | (91) | - |
| Change in scope of consolidation | 259 | - | 259 |
| Gross value at 31 December 2013 | 949 | - | 949 |
| Foreign exchange rate movements | - | - | - |
| Additions | 60 | - | 60 |
| Disposal | (49) | - | (49) |
| Reclassification | - | - | - |
| Change in scope of consolidation | - | - | - |
| Gross value at 31 December 2014 | 960 | - | 960 |
| Cumulative depreciation and impairment at 31 December 2012 | (39) | (34) | (73) |
| Depreciation for the period | (23) | - | (23) |
| Impairment for the period | - | - | - |
| Disposal | 8 | - | 8 |
| Reclassification | (34) | 34 | - |
| Cumulative depreciation and impairment at 31 December 2013 | (88) | - | (88) |
| Depreciation for the period | (25) | - | (25) |
| Impairment for the period | (3) | - | (3) |
| Disposal | 1 | - | 1 |
| Reclassification | - | - | - |
| Cumulative depreciation and impairment at 31 December 2014 | (115) | - | (115) |
| Carrying value as at 31 December 2012 | 527 | 57 | 584 |
| Carrying value as at 31 December 2013 | 861 | - | 861 |
| Carrying value as at 31 December 2014 | 845 | - | 845 |
| In EUR million | Real estate investments |
Finance Leases |
Total |
|---|---|---|---|
| Fair value as at 31 December 2012 | 591 | 91 | 682 |
| Fair value as at 31 December 2013 | 972 | - | 972 |
| Fair value as at 31 December 2014 | 973 | - | 973 |
The 2014 additions to real estate investments relate to renovation work on existing buildings (EUR 39 million) and the acquisition of land (EUR 21 million).
In 2014, SCOR Auber and MRM S.A. sold three buildings, resulting in a gain on sales of EUR 15 million.
On 29 May 2013, SCOR acquired a 59.9% stake in the capital of MRM S.A., a listed real estate company, which resulted in a EUR 259 million increase in the gross book value of real estate investments. See Note 3 – Acquisitions and disposals for the detail of the MRM S.A. acquisition.
In 2013, SCOR acquired a building located in Gentilly for EUR 38 million.
In 2013, SCOR sold one building and parking space in Paris for a total sale price of EUR 50 million providing a capital gain of EUR 30 million and MRM S.A. sold one of its buildings for a total sale price of EUR 10 million providing a capital gain of EUR 3 million. The Group exercised its option to purchase an investment property in Paris previously held under a finance lease at the end of the lease term on 25 June 2013. Net book value was EUR 57 million.
In 2012, SCOR acquired one building in Saint-Quentin-en-Yvelines in state of future completion. The asset was delivered in September 2013 (the lease started simultaneously) and is recorded at 31 December 2013 at a gross value of EUR 93 million (EUR 72 million as at 31 December 2012).
As at 31 December 2014 and 2013, the Group does not hold any investment property under a finance lease.
Real-Estate financing is presented within Note 14 – Financial Debt.
Fair value of real estate investments is categorized within Level 3. The fair value technique and unobservable inputs are as follows as at 31 December 2014 and 2013 respectively:
| Real estate | Net Book Value 31/12/201 4 (in EUR million) |
Fair Value 31/12/2014 (Excluding transfer taxes In EUR million) |
Valuation Method |
Average rent (per sqm per annum) |
Average price (per sqm) |
Average net cap rate (value including transfer taxes) |
Rent range (per sqm per annum) |
Net cap rate range (per sqm per annum) |
Price range (per sqm) |
|---|---|---|---|---|---|---|---|---|---|
| Offices Portfolio |
688 | 814 | market comparison and income capitalization (1) |
219 | 4,248 | 6.01% | 0-527 | 5,73% - 10,27% |
467-11,256 |
| Retail Portfolio |
157 | 159 | market comparison and income capitalization (1) |
149 | 1,727 | 8.62% | 0-744 | 5,15% - 10% |
344-6,824 |
| Real estate |
Net Book Value 31/12/2013 (in EUR million) |
Fair Value 31/12/2013 (Excluding transfer taxes In EUR million) |
Valuation Method |
Average rent (per sqm per annum) |
Average price (per sqm) |
Average net cap rate (value including transfer taxes) |
Rent range (per sqm per annum) |
Net cap rate range (per sqm per annum) |
Price range (per sqm) |
|---|---|---|---|---|---|---|---|---|---|
| Offices Portfolio |
697 | 806 | market comparison and income capitalization (1) |
247 | 4,138 | 5.75% | 116-540 | 5.2% - 13.7% |
485-11,924 |
| Retail Portfolio |
164 | 166 | market comparison and income capitalization (1) |
122 | 1,806 | 6.37% | 37-804 | 5.4% - 9.8% |
469-4,801 |
(1) Discounted Cash Flows (DCF) approach might also be used for some real estate investments
As part of its real estate investment activities described above, SCOR leases its investment buildings. The leases generally conform to the local market conditions and have annual indexation clauses for the rental payments. The estimated minimum rental income is as follows:
| 2014 | 2013 | |
|---|---|---|
| In EUR million | Minimum rental income | Minimum rental income |
| Less than one year | 40 | 46 |
| From one to five years | 114 | 125 |
| More than five years | 31 | 50 |
| TOTAL MINIMUM RENTAL INCOME | 185 | 221 |
The rental income related to investment property was EUR 48 million in 2014 (2013: EUR 50 million) and the related direct operating expenses EUR 16 million (2013: EUR 15 million).
An analysis of the credit ratings of fixed income securities classified as available-for-sale and fair value through income is as follows:
| In EUR million | AAA | AA | A | BBB | < BBB | Not rated |
Total |
|---|---|---|---|---|---|---|---|
| As at 31 December 2014 | |||||||
| Available-for-sale | 2,832 | 5,703 | 2,753 | 1,438 | 910 | 322 | 13,958 |
| Fair value through income | - | - | 33 | - | - | - | 33 |
| Total fixed income securities as at 31 December 2014 |
2,832 | 5,703 | 2,786 | 1,438 | 910 | 322 | 13,991 |
| As at 31 December 2013 | |||||||
| Available-for-sale | 2,417 | 4,669 | 2,205 | 1,113 | 729 | 200 | 11,333 |
| Fair value through income | 3 | - | 44 | - | - | - | 47 |
| Total fixed income securities as at 31 December 2013 |
2,420 | 4,669 | 2,249 | 1,113 | 729 | 200 | 11,380 |
(b) Fixed income securities maturity schedule
The table below presents the estimated maturity profiles of financial assets, which are expected to generate cash inflows to meet cash outflows on financial and contract liabilities:
| Less than one year |
One to five years |
Five to 10 years |
10 to 20 years |
More than 20 years |
Total | |
|---|---|---|---|---|---|---|
| As at 31 December 2014 | ||||||
| In EUR million | 1,938 | 6,298 | 5,091 | 503 | 161 | 13,991 |
| In percentage | 14% | 45% | 36% | 4% | 1% | 100% |
| As at 31 December 2013 | ||||||
| In EUR million | 1,445 | 6,345 | 2,897 | 362 | 331 | 11,380 |
| In percentage | 13% | 56% | 25% | 3% | 3% | 100% |
The following table summarizes the fixed income securities and unrealized gains / (losses) by class of fixed income security:
| As at 31 December 2014 | As at 31 December 2013 | |||||
|---|---|---|---|---|---|---|
| Net unrealized | Net unrealized | |||||
| In EUR million | Net book value | gains / (losses) | Net book value | gains / (losses) | ||
| Government bonds & assimilated | ||||||
| France | 289 | 5 | 237 | (4) | ||
| Germany | 300 | 1 | 394 | - | ||
| Netherlands | 155 | - | 116 | (2) | ||
| United Kingdom | 682 | 1 | 819 | (13) | ||
| (1) Other EU |
219 | (3) | 143 | (4) | ||
| United States | 1,964 | (21) | 1,731 | (38) | ||
| Canada | 490 | 28 | 306 | 8 | ||
| Japan | 201 | 2 | 120 | - | ||
| Supranational | 445 | 9 | 136 | 1 | ||
| Other | 619 | 7 | 447 | - | ||
| Total Government bonds & | ||||||
| assimilated | 5,364 | 29 | 4,449 | (52) | ||
| Covered bonds & Agency MBS | 1,940 | 60 | 1,507 | 3 | ||
| Corporate bonds | 5,674 | 133 | 4,609 | 64 | ||
| Structured & securitized products | 1,013 | (6) | 815 | - | ||
| (2) Total fixed income securities |
13,991 | 216 | 11,380 | 15 |
(1) During 2014 and 2013, SCOR has no investment exposure related to sovereign risk of Portugal, Ireland, Italy, Greece, Hungary or Spain (2) The balance includes EUR 33 million fixed income securities which are classified as fair value through income (as at 31 December 2013: EUR 47 million)
(a) Movements in unrealized gains / (losses)
The change in the valuation of the available-for-sale portfolio affecting shareholders' equity is as follows:
| In EUR million | 2014 | 2013 | 2012 |
|---|---|---|---|
| Net unrealized gains / (losses) net of tax 1 January | 21 | 66 | (178) |
| Transferred to consolidated net income during the period, net of impairment | (19) | 18 | 47 |
| (1) Change in unrealized gains and losses (including investments purchased during the |
|||
| period) | 159 | (61) | 169 |
| Impact of foreign exchange | 13 | (2) | 28 |
| Net unrealized gains / (losses) net of tax 31 December | 174 | 21 | 66 |
(1) Change in unrealized gains and losses is net of shadow accounting
(b) Unrealized gains / (losses) on investments included in other comprehensive income
The unrealized gains and losses on available-for-sale investments can be analyzed as follows:
| 2014 | 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Unrealized | Unrealized | Net unrealized gains |
Unrealized | Unrealized | Net unrealized gains |
||
| In EUR million | gains | losses | (losses) | gains | losses | (losses) | |
| Equities | 85 | (29) | 56 | 64 | (19) | 45 | |
| Bonds | 291 | (75) | 216 | 136 | (121) | 15 | |
| Unrealized gains and losses on available-for-sale investments (1) (gross of tax) |
376 | (104) | 272 | 200 | (140) | 60 |
(1) Unrealized gains and losses on available for sale investments analyzed above exclude:
Total impairment losses recognized in 2014 amounted to EUR 3 million (2013: EUR 74 million) exclusively on the equity portfolio (2013: EUR 72 million related to the equity portfolio and EUR 2 million to fixed-income securities).
(c) Net unrealized gains / (losses) on equity securities
The Group analyzes its unrealized gains / (losses) on equity securities as follows (amounts are stated net of impairment):
| In EUR million | As at 31 December 2014 Duration of decline in months |
||||
|---|---|---|---|---|---|
| Magnitude of decline | < 12 | 12-18 | 18-24 | > 24 | Total |
| ≤ 30% | (7) | - | - | - | (7) |
| > 30% ≤ 40% | (1) | - | - | - | (1) |
| > 40% ≤ 50% | - | - | - | - | - |
| > 50% | - | - | - | - | - |
| Total unrealized losses subject to an in-depth analysis |
(8) | - | - | - | (8) |
| (1) Unrealized gains and other |
- | - | - | - | 64 |
| Net unrealized gains / (losses) | (8) | - | - | - | 56 |
| In EUR million | As at 31 December 2013 Duration of decline in months |
||||
|---|---|---|---|---|---|
| Magnitude of decline | < 12 | 12-18 | 18-24 | > 24 | Total |
| ≤ 30% | (1) | - | - | - | (1) |
| > 30% ≤ 40% | - | - | - | - | - |
| < 40% ≤ 50% | - | - | - | - | - |
| > 50% | - | - | - | - | - |
| Total unrealized losses subject to an in-depth analysis |
(1) | - | - | - | (1) |
| (1) Unrealized gains and other |
- | - | - | - | 46 |
| Net unrealized gains / (losses) | - | - | - | - | 45 |
(1) Other includes two listed investments showing an unrealized loss of EUR 9 million and an unrealized gain of EUR 1 million (2013: unrealized loss of EUR 6 million). Due to their strategic nature these investments are not assessed under the same impairment rules .
| In EUR million | 2014 | As at 31 December 2013 |
|---|---|---|
| Funds held by ceding companies | 8,108 | 8,016 |
| Short-term investments | 505 | 699 |
| Loans secured against collateral | 16 | 17 |
| Infrastructure and Real estate loans | 248 | 94 |
| Other loans maturing in more than one year | 45 | 53 |
| Deposits | 25 | 2 |
| TOTAL | 8,947 | 8,881 |
Loans and receivables include primarily receivables from cash deposits made at the request of ceding companies as collateral for commitments (insurance contract liabilities), short-term investments and related accrued interest. Shortterm investments include government bonds, certificates of deposit (CDs) and treasury bills (T-bills) maturing between three and 12 months from the date of purchase. CDs and T-bills maturing in more than 12 months from date of purchase are included in "other loans maturing in more than one year". Part of the assets presented within loans and receivables are managed by SCOR Global Investments (short-term government bonds, infrastructure and real estate loans, and most of loans secured against collateral).
In 2014, the increase of EUR 66 million mainly results from real estate and infrastructure loan activities, and from the impact of the foreign exchange on funds held by ceding companies. It is partially offset by sales of short-term investments.
Short-term investments are carried at fair value for EUR 93 million and EUR 606 million at 31 December 2014 and 2013 respectively. Other loans and receivables are carried at cost which approximates their fair value at 31 December 2014 and 2013.
Derivative financial instruments include the following items:
| Derivative assets | Fair value through Derivative liabilities income |
Gains or losses recognized through other comprehensive income |
||||||
|---|---|---|---|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
| Atlas VI | 2 | 37 | - | - | (35) | (43) | - | - |
| Atlas IX | 17 | 22 | - | - | (5) | (2) | - | - |
| Interest rate swaps | - | - | 30 | 26 | - | 1 | (4) | 9 |
| Cross currency swaps | 16 | 3 | - | - | 17 | (5) | (4) | (1) |
| Other | 16 | 32 | 48 | 11 | (29) | 16 | (17) | 4 |
| TOTAL | 51 | 94 | 78 | 37 | (52) | (33) | (25) | 12 |
Subsequent to 31 December 2014, SCOR has sponsored a new catastrophe bond, Atlas IX Series 2015-1, which will provide the Group with multi-year risk transfer capacity of USD 150 million for US Named Storm and U.S. and Canada Earthquake events. This transaction replaces the US tranches of Atlas VI Series 2011-1, which matured on 8 January 2015. The risk period for Atlas IX 2015-1 runs from 11 February 2015 to 31 December 2018. The instrument will be accounted for as a derivative instrument.
On 9 December 2009, SCOR completed the EUR 75 million Atlas VI transaction, replacing Atlas Reinsurance III. Atlas VI provided EUR 75 million of protection against European windstorms and Japanese earthquakes risks until 31 March 2013.
On 9 December 2010, SCOR placed a Cat bond, Atlas VI Capital Limited Series 2010-1, which provided the Group with EUR 75 million of protection against European windstorms and Japanese earthquakes for a risk period extending from 10 December 2010 to 31 March 2014.
On 12 December 2011, SCOR placed a Cat bond, Atlas VI Capital Limited Series 2011-1 and 2011-2, which provides the Group with USD 270 million of protection against US hurricanes and earthquakes and EUR 50 million of protection against European windstorms, for a risk period extending from 13 December 2011 to 31 December 2014 for the US series and to 31 March 2015 for the European series.
Atlas VI is a special-purpose vehicle incorporated under the laws of Ireland and its notes are placed with various institutional investors. In accordance with IAS 39 - Financial Instruments Recognition and Measurement, due to the absence of an ultimate net loss clause, the contract concluded between SCOR and this vehicle has been recognized as a derivative instrument. It is considered as balance sheet protection.
These transactions are recorded as derivative assets recognized at fair value through P&L and as other liabilities representing the value of interest payments. Atlas VI catastrophe bonds are valued using a cumulated expected loss model that is based on a combination of market inputs to the extent that trades in these instruments are active and catastrophe modeling tools developed by third party companies (AIR / RMS). These assets are disclosed as level 3 investments within insurance business investments (see Note 6 – Insurance Business Investments).
The significant unobservable inputs used in the valuation model are:
| Unobservable inputs | Atlas VI Series 2011-2 (EUR 50 million) |
|---|---|
| Expected loss related to European windstorms based on RMS / AIR model | 1.74% |
A significant catastrophic event (Europe windstorm) covered by the Atlas VI Series 2011-2 and occurring during the remaining coverage period of the bond, would have an increasing impact on the expected loss and on the fair value of the Atlas derivative instrument recorded.
Amounts recorded in the statement of income include transaction costs that are expensed at inception as financing expense. The change in fair value through income as presented above is recognized as other operating expense or other operating income.
On 11 September 2013, SCOR entered into a Risk Transfer Contract ("RTC") with Atlas IX Capital Limited ("Atlas IX"), providing the Group with protection against extreme mortality events in the US, such as pandemics, natural catastrophes and terrorist attacks. The RTC will provide USD 180 million of extreme mortality protection, for a risk period extending from 1 January 2013 to 31 December 2018.
The mortality RTC is based on a US population mortality index that has been weighted by age and gender in order to reflect SCOR Global Life's portfolio in the US.
According to the structure of the RTC, a payment will be triggered if, at any time during the risk period, the observed index value exceeds the defined attachment point of 102%. At any index level between the attachment point and the exhaustion point of 104%, Atlas IX Capital Limited will pay to SCOR a pro-rata amount of the notional USD amounts.
The transaction is recorded as a derivative asset recognized at fair value through P&L and a liability for the value of interest payments. SCOR values the derivative asset using a model that is based on indicative secondary market interest spread, considering both the probability of trigger and alternative investment opportunities to the extent that trades in these instruments are active.
The average indicative secondary market interest spread is calculated based on third-party sources, which provide regular overviews on the current indicative secondary market. The average indicative secondary market interest spread used as at 31 December 2014 was 2.843% (31 December 2013: 3.095%).
Extreme mortality events in the US (such as pandemics, natural catastrophes and terrorist attacks) covered by the Atlas extreme mortality bond (Atlas IX, Series 2013-1) and occurring during the coverage period of this bond, would increase the fair value of the derivative instrument.
The asset is disclosed as level 3 investment within insurance business investments (see Note 6 – Insurance Business Investments).
Amounts recorded in the statement of income include transaction costs that are expensed at inception as financing expense. The changes in fair value through income as presented above are recognized as other operating expenses or other operating income.
SCOR has entered into interest rates swaps to cover its exposure to financial debt with variable interest rates relating to real estate investments. The fair value of these swaps is obtained from the banking counterparty and is based on market inputs. As part of the usual analysis of accounts processes these third party valuations are checked for reasonableness against internal models. The total notional amount relating to these swaps is EUR 286 million as at 31 December 2014 (2013: EUR 294 million). Net interest paid under these swaps amounted to EUR 13 million in 2014 (2013: EUR 11 million).
Cash-flow hedge accounting is applied when the hedging relationship is determined to be highly effective. Effectiveness testing is performed at the inception of the hedging relationship and at each balance sheet date throughout the term of the hedge relationship. Where hedge effectiveness is not attained, the hedging instrument (interest rate swap) is measured at fair value through profit and loss from the date the hedge relationship ceases to be effective. As at 31 December 2014, the fair value of the interest rate swaps was a liability of EUR 30 million (2013: liability of EUR 26 million). The amount recognized in other comprehensive income in 2014 is EUR (4) million (2013: EUR 9 million). The amount recognized in the statement of income in 2014 is not significant (2013: EUR 1 million).
In order to hedge the foreign exchange risk associated with certain debts issued in CHF (CHF 650 million issued in 2011, CHF 315 million issued in 2012, CHF 250 million issued in 2013, see Note 14 – Financial Debt), SCOR entered into cross-currency swaps which exchange the principals and the coupons on the notes into EUR, and mature on 2 August 2016, 8 June 2018 and 30 November 2018 respectively.
Cash-flow hedge accounting is applied. The fair value of the swaps is obtained from the banking counterparty using market inputs. As part of the usual analysis of accounts processes these third party valuations are checked for reasonableness against internal models. The total relating notional amount is CHF 1,215 million as at 31 December 2014 and 2013. Fair value of the swaps is EUR 16 million as at 31 December 2014 (EUR 3 million as at 31 December 2013). EUR (4) million of the fair value movement during the year 2014 was debited to the statement of income (2013: EUR (5) million) whereas EUR (4) million was debited to other comprehensive income (2013: EUR (1) million).
SCOR purchases and sells forward currency contracts to reduce its overall exposure to balances held in currencies other than the functional currencies of its subsidiaries. The contracts are recorded at their net fair value from valuations provided by banking counterparties using market inputs. The outstanding contracts at 31 December 2014 and 2013, converted into EUR at the closing rates, were as follows:
| Forward sales | Forward purchases | |||||
|---|---|---|---|---|---|---|
| In EUR million | Notional | Fair value | Notional | Fair value | ||
| 31 December 2014 | 2,136 | (23) | 1,525 | (9) | ||
| 31 December 2013 | 860 | 43 | 401 | (21) |
Included in the forward sales contracts at 31 December 2014 and 2013 respectively is a forward sale contract which has been designated as a hedge of a net investment (see Note 13 – Information on Share Capital, capital management, regulatory framework and shareholders' equity).
See Note 13 - Information on Share Capital, capital management, regulatory framework and shareholders' equity, for the details on the issuance of warrants to UBS in the context of the contingent capital facility program.
Amounts are recorded in the balance sheet representing the instrument asset recognized at fair value through income and other liabilities representing the value of interest payments. In the absence of observable market inputs and parameters to reliably determine a fair value for this derivative instrument, the best measure of fair value is the expected cost of the instrument, corresponding to the total annual fees payable under the arrangement net of the warrants' subscription amount received, amortized over the life of the instrument. These assets are disclosed as level 3 investments within insurance business investments (see Note 6 – Insurance Business Investments).
The changes in fair value through income as presented above are recognized in investment income.
The Group has investments that are accounted for using the equity method and are not individually material to the Group. The following table provides a summary of the aggregate amount of SCOR's share of these investments.
| As at 31 December | |||
|---|---|---|---|
| In EUR million | 2014 | 2013 | |
| Aggregate net book value (in SCOR) of individually immaterial associates | 108 | 63 | |
| Aggregate amount of the reporting entity's share of net income | (5) | (13) | |
| Other comprehensive income | - | (16) | |
| Total comprehensive income | (5) | (29) |
Table above is based on 2014, 2013 provisional financial information.
The increase of the net book value mainly relates to the two private equity investments acquired in 2014.
| 2014 SCOR |
2013 SCOR |
|||||
|---|---|---|---|---|---|---|
| SCOR | Global | SCOR | Global | |||
| In EUR million | Global Life | P&C | Total | Global Life | P&C | Total |
| Gross receivables from ceding companies | (69) | 376 | 307 | 47 | 363 | 410 |
| Provision for bad debts | (3) | (12) | (15) | (3) | (10) | (13) |
| Estimated premiums receivable from | ||||||
| cedents, net of commission | 2,300 | 1,999 | 4,299 | 2,008 | 1,774 | 3,782 |
| Assumed insurance and reinsurance | ||||||
| accounts receivable | 2,228 | 2,363 | 4,591 | 2,052 | 2,127 | 4,179 |
| Amount due from reinsurers | 114 | 79 | 193 | 47 | 55 | 102 |
| Provision for bad debts | - | (1) | (1) | - | - | - |
| Receivables from ceded reinsurance | ||||||
| transactions | 114 | 78 | 192 | 47 | 55 | 102 |
| Assumed insurance and reinsurance | ||||||
| accounts payable | (315) | (113) | (428) | (264) | (146) | (410) |
| Liabilities for cash deposits from | ||||||
| retrocessionaires | (400) | (300) | (700) | (388) | (248) | (636) |
| Amount due to reinsurers | (80) | (35) | (115) | (59) | (13) | (72) |
| Estimated premiums payable to | ||||||
| retrocessionaires, net of commission | (160) | (193) | (353) | (137) | (143) | (280) |
| Accounts payable on ceded reinsurance | ||||||
| transactions | (639) | (529) | (1,168) | (584) | (404) | (988) |
Accounts receivable from and payable to cedents and retrocessionaires are mostly due in less than one year. A complete aging of financial assets is included in Note 26 – Insurance and financial risk.
| 2014 | 2013 | 2012 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| In EUR million | SCOR Global Life |
SCOR Global P&C |
Total | SCOR Global Life |
SCOR Global P&C |
Total | SCOR Global Life |
SCOR Global P&C |
Total |
| Carrying value at 1 January | 529 | 379 | 908 | 451 | 359 | 810 | 397 | 325 | 722 |
| Capitalization of new contracts for the period / Change of the period |
196 | 415 | 611 | 169 | 390 | 559 | 224 | 360 | 584 |
| Change in scope of consolidation and contract portfolio exchanges |
- | - | - | - | - | - | - | - | - |
| Amortization for the year | (88) | (379) | (467) | (87) | (351) | (438) | (176) | (329) | (505) |
| Impairment losses during the year |
- | - | - | - | - | - | - | - | - |
| Foreign exchange rate movements |
24 | 26 | 50 | (21) | (19) | (40) | 6 | 3 | 9 |
| Other changes (including change in shadow accounting) |
(15) | - | (15) | 17 | - | 17 | - | - | - |
| Carrying value at 31 December |
646 | 441 | 1,087 | 529 | 379 | 908 | 451 | 359 | 810 |
| In EUR million | 2014 | 2013 |
|---|---|---|
| Cash and cash equivalents | 599 | 794 |
| Short-term deposits and investments | 261 | 720 |
| Cash and cash equivalents | 860 | 1,514 |
Cash and cash equivalents include short-term deposits and investments, which mature less than three months from the date of the initial investment and earn interest based on the daily rates for short-term deposits. Money market funds meeting certain criteria are also classified as cash equivalents.
The Group's liquidity, defined as cash, cash equivalent, short-term government bonds with maturities above three months and below twelve months and bank overdrafts, which is well diversified across a limited number of banks, amounts to EUR 940 million as at 31 December 2014 (2013: EUR 2,120 million).
The following table reconciles consolidated net income to net cash flow provided by (used in) operations as presented on the statement of cash flows:
| For the year ended 31 December | |||
|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 |
| Consolidated Group net income | 512 | 549 | 418 |
| Realized gains and losses on investment disposals | (181) | 25 | (54) |
| Change in accumulated amortization and other provisions | 108 | (127) | 55 |
| Changes in deferred acquisition costs | (120) | (97) | (97) |
| Net increase in contract liabilities | 533 | 487 | 256 |
| Change in fair value of financial instruments recognized at fair value through income |
33 | 7 | 57 |
| Other non-cash items included in operating results | (101) | 66 | 34 |
| Net cash flow provided by operations, excluding changes in working capital |
784 | 910 | 669 |
| Change in accounts receivable and loans | 212 | 8 | 181 |
| Cash flows from other assets and liabilities | 3 | - | - |
| Change in taxes receivables and payables | (105) | (21) | (89) |
| Net cash flow provided by operations | 894 | 897 | 761 |
During the year the Group received and paid out operational cash relating to investment income and taxes.
Dividend and interest cash receipts relating to investments held during the year were EUR 14 million (2013: EUR 27 million and 2012: EUR 34 million) and EUR 360 million (2013: EUR 309 million and 2012: EUR 354 million).
Tax cash outflow during the year was EUR 275 million (2013: outflow of EUR 163 million and 2012: outflow of EUR 214 million). 2014 outflow includes exceptional tax payments of EUR (144) million resulting mainly from an expected one-time payment in respect of the Generali U.S. acquisition.
The authorized share capital of the Company at 31 December 2014 was 192,691,479 shares with a nominal value of EUR 7.8769723 each compared with authorized share capital of 192,757,911 shares with a nominal value of EUR 7.8769723 at the end of 2013 and with authorized share capital of 192,384,219 shares with a nominal value of EUR 7.8769723 at the end of 2012.
The number of ordinary shares which were issued and fully paid in circulation as at 31 December 2014, 2013 and 2012 were as follows:
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| As at 1 January | 192,757,911 | 192,384,219 | 192,021,303 |
| Share capital increase – exercise of stock options – 31 January 2012 | - | - | 17,486 |
| Share capital increase – exercise of stock options – 29 February 2012 | - | - | 20,112 |
| Share capital increase – exercise of stock options – 31 March 2012 | - | - | 131,447 |
| Share capital increase – exercise of stock options – 30 April 2012 | - | - | 6,359 |
| Share capital decrease – decision of the Board of Directors – 3 May 2012 | - | - | (216,250) |
| Share capital increase – exercise of stock options – 31 May 2012 | - | - | 2,500 |
| Share capital increase – exercise of stock options – 30 June 2012 | - | - | 1,568 |
| Share capital increase – exercise of stock options – 31 July 2012 | - | - | 4,000 |
| Share capital increase – exercise of stock options – 31 August 2012 | - | - | 38,559 |
| Share capital increase – exercise of stock options – 30 September 2012 | - | - | 186,490 |
| Share capital increase – exercise of stock options – 31 October 2012 | - | - | 113,322 |
| Share capital increase – exercise of stock options – 30 November 2012 | - | - | 5,566 |
| Share capital increase – exercise of stock options – 31 December 2012 | - | - | 51,757 |
| Share capital increase – exercise of stock options – 31 January 2013 | - | 158,984 | - |
| Share capital increase – exercise of stock options – 28 February 2013 | - | 54,500 | - |
| Share capital increase – exercise of stock options – 31 March 2013 | - | 260,224 | - |
| Share capital decrease – decision of the Board of Directors – 25 April 2013 | - | (880,470) | - |
| Share capital increase – exercise of stock options – 30 April 2013 | - | 276,408 | - |
| Share capital increase – exercise of stock options – 31 May 2013 | - | 40,005 | - |
| Share capital increase – exercise of stock options – 30 June 2013 | - | 85,458 | - |
| Share capital increase – exercise of stock options – 31 July 2013 | - | 11,500 | - |
| Share capital increase – exercise of stock options – 31 August 2013 | - | 70,784 | - |
| Share capital increase – exercise of stock options – 30 September 2013 | - | 77,762 | - |
| Share capital increase – exercise of stock options – 31 October 2013 | - | 30,163 | - |
| Share capital increase – exercise of stock options – 30 November 2013 | - | 56,045 | - |
| Share capital increase – exercise of stock options – 31 December 2013 | - | 132,329 | - |
| Share capital increase – exercise of stock options – 31 January 2014 | 113,077 | - | - |
| Share capital decrease – decision of the Board of Directors – 4 march 2014 | (777,454) | - | - |
| Share capital increase – exercise of stock options – 31 March 2014 | 114,194 | - | - |
| Share capital increase – exercise of stock options – 30 April 2014 | 134,038 | - | - |
| Share capital increase – exercise of stock options – 31 May 2014 | 47,725 | - | - |
| Share capital increase – exercise of stock options – 30 June 2014 | 115,145 | - | - |
| Share capital increase – exercise of stock options – 31 August 2014 | 43,127 | - | - |
| Share capital increase – exercise of stock options – 30 September 2014 | 51,329 | - | - |
| Share capital increase – exercise of stock options – 31 October 2014 | 5,160 | - | - |
| Share capital increase – exercise of stock options – 30 November 2014 | 43,885 | - | - |
| Share capital increase – exercise of stock options – 31 December 2014 | 43,342 | - | - |
| As at 31 December | 192,691,479 | 192,757,911 | 192,384,219 |
| Average nominal price per share in EUR | 7.8769723 | 7.8769723 | 7.8769723 |
| Share capital in EUR | 1,517,825,443 | 1,518,348,726 | 1,515,405,164 |
In 2012, the movements were due to the following operations:
In 2013, the movements were due to the following operations:
In 2014, the movements are due to the following operations:
The shares issued in 2014, 2013 and 2012 were issued at a nominal price of EUR 7.8769723 per share.
The number of shares held as treasury shares by the Company or its subsidiaries at 31 December 2014 amounted to 6,593,132 shares compared to 7,343,237 shares at the end of 2013. These treasury shares are not entitled to dividends.
In the context of a contingent capital facility program, SCOR issued 9,521,424 warrants on 17 December 2010 to UBS, each warrant committing UBS to subscribe for two new SCOR shares (maximum amount of EUR 150 million - including issuance premium available per tranche of EUR 75 million each - including issuance premium) when the aggregated amount of the estimated ultimate net losses resulting from eligible natural catastrophes incurred by the Group (in its capacity as an insurer/reinsurer) reaches certain contractual thresholds in any given calendar year between 1 January 2011 and 31 December 2013 or if no drawdown already took place in the context of the agreement and SCOR's share price drops below EUR 10.
In 2011, SCOR drew EUR 75 million under the contingent capital facility due to the exceptional first quarter natural catastrophe events.
On 16 May 2012, SCOR signed another natural catastrophe financial coverage facility in the form of a contingent capital facility with UBS. This facility was an extension of its pre-existing 2010 contingent capital facility. Under this equity line, SCOR benefited from an additional EUR 75 million financial coverage from 1 January 2012 to 31 December 2013, thereby increasing its contingent capital facility over this period from EUR 75 million to EUR 150 million.
On 20 December 2013, SCOR has arranged a new EUR 200 million contingent capital facility line with UBS and issued 12,695,233 warrants in favor of UBS. This contingent capital facility which is effective since 1 January 2014, replaced the previous contingent capital arrangement which ended on 31 December 2013. Under the new arrangement, the protection is triggered in case of extreme life events, as well as natural catastrophe events included within the last facilities. Each warrant commits UBS to subscribe to two new SCOR shares (maximum amount of EUR 200 million available per tranche of EUR 100 million each, including issuance premium) when the aggregated amount of (i) the estimated ultimate net losses resulting from eligible natural catastrophes incurred by the Group (in its capacity as an insurer/reinsurer) or (ii) the ultimate net claims amount recorded by SCOR group life segment (in its capacity as an insurer/reinsurer) reaches certain contractual thresholds between 1 January 2014 and 31 December 2016. In addition, subject to no drawdown having already been conducted under the facility, if the price of the SCOR shares falls below EUR 10 an individual tranche of EUR 100 million will be drawn down out of the EUR 200 million facility.
UBS is committed to subscribing to the new shares but does not intend to become a long-term shareholder of SCOR and will resell the shares by way of private placements and/or sales on the open market. In this respect SCOR and UBS have entered into a profit sharing arrangement whereby 50% of the gain, if any, will be retroceded to SCOR. If the resale of the new shares occurs immediately upon exercise through an off-market transaction, the profit share ratio owed to SCOR will be paid in the form of SCOR shares in order to limit the dilutive impact of the transaction for SCOR's shareholders.
Tranches not triggered have no impact on the dilutive earning per share, as related increase in capital did not take place.
The Group's capital management policy is to optimize the utilization of its capital and debt structure in order to maximize the short-term and long-term profitability to shareholders while at the same time providing its customers with an adequate level of security as measured by internal capital allocation models, rating agencies and national regulators.
The Groups' capital management objectives are:
The Group seeks to optimize the structure and sources of capital to ensure that it consistently maximizes returns to the shareholders.
The objective of the Group's overall capital management process is the setting of target risk adjusted rates of return for divisions, which are aligned to performance objectives and to promote the creation of value to shareholders.
In this regard, and in line with the Group's new strategic plan "Optimal Dynamics" which is in effect from mid-2013 to mid-2016, the Group aims to achieve the following two specific targets:
SCOR believes that its working capital is sufficient to meet the requirements of its consolidated companies. The Group reconciles its strategic objectives with the protection of its capital via its "capital shield" policy, which articulates the Group's risk appetite. This policy is based on an economic approach and aims to protect the Group against potential shock losses, some of which are not immediately recognized from a pure accounting view. The policy builds on the following two concepts:
(a) Active hedging of peak exposures through retrocession
The Group selects the level of its retrocession to third parties once a year to ensure that the Group's retained risk profile is in line with specific Group risk tolerance limits, to help the Group achieve its return on capital and solvency objectives.
The Group also holds buffer capital in addition to the solvency capital required to support the retained (after retrocession) risk profile. The aim of this extra economic capital is to absorb a significant amount of inherent volatility, thereby limiting the frequency of turning to the market to maintain the Group's available capital above the required solvency capital.
The primary source of capital used by the Group is equity shareholders' funds and borrowings.
The Group also considers alternative sources of capital including reinsurance and securitization, as appropriate when assessing its deployment and usage of capital.
The objective of the capital management policy is sustained and ensured through regular updates of forecasts and an annual strategic and financial planning process. The Group's Board and Executive Management team regularly review the Group's risk profile to ensure that the its risk appetite remains aligned with the Group's strategy. The capital management process is ultimately subject to approval by the Board after a formal presentation to its risk committee.
Capitalization and indebtedness was comprised of the following:
| As at 31 December 2014 | As at 31 December 2013 | |
|---|---|---|
| In EUR million | Book value | Book value |
| Subordinated debts | 1,743 | 1,379 |
| Shareholders' equity at book value | 5,729 | 4,980 |
| Capitalization and indebtedness | 7,472 | 6,359 |
It should be noted that regulatory filings in the majority of countries in which the Group operates are not prepared on an IFRS basis. The statutory basis of accounting in various countries is very often different from IFRS giving rise to potential differences between IFRS capital and statutory capital.
(1) This is the ratio of Available Capital over SCR (Solvency Capital Requirements)
Regulators are primarily interested in protecting the interests of policyholders. At the same time regulators are also interested in ensuring that the Group maintains an appropriate solvency position to meet unforeseen liabilities arising from economic shocks or natural disasters.
The operations of the Group are subject to regulatory requirements within the countries in which entities of the Group underwrite. Such regulations not only prescribe approval and monitoring of activities, but also impose certain obligations related to level of capital (e.g. capital adequacy) to cover the risk of default and insolvency on the part of the reinsurance companies and insurance companies to meet unforeseen liabilities.
The Group actively monitors the regulatory capital requirements of each of its operating subsidiaries within this capital management framework. The Group is subject to applicable government regulation in each of the jurisdictions in which it conducts business, particularly in France, Switzerland, the US, the UK, Singapore, Hong Kong, Ireland, and Germany. Regulatory agencies have broad supervisory and administrative powers over many aspects of the insurance and reinsurance industries.
Failure of an operating company to meet the local regulatory capital requirements of the jurisdiction in which it operates could lead to regulatory supervision or administration of the affairs of the operating company.
The Group aims to achieve full compliance in respect of all regulatory and solvency requirements in the countries in which it operates.
Under the Reinsurance Directive 2005/68/EC of 16 November 2005, adopted in France in late 2008, reinsurance companies and their subsidiaries situated in a country within the European Economic Area ("EEA"), are subject to state control of the head office country. The Group calculated its solvency based on consolidated IFRS financial statements adjusted to be consistent with French Generally Accepted Accounting Procedure (GAAP) requirements. This was first performed by the Group in 2008 and subsequently an update was performed each year at year end. The results of these assessments confirm that the Group meets the requirements of the "Solvency I" directive. The results for the 2014 assessment are not currently available since the Group performs such assessments to coincide with statutory filing requirements which fall due after the publication of this document.
INFORMATION ON RESERVES INCLUDED IN THE CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
The asset revaluation reserves are used to account for the changes in fair value of the available-for-sale financial assets adjusted to reflect the effects of "shadow accounting", if any.
The translation adjustment records the differences in exchange rates resulting from the conversion of the financial statements of foreign subsidiaries and branches.
The movement in the translation adjustment is primarily due to the translation of accounts of the subsidiaries and branches not using EUR as the functional currency. In 2014, the Group hedged itself against certain movements in the net asset value of its US dollar denominated subsidiaries. These hedges were effective in 2014. As at 31 December 2014, the Group has one hedge of net investment remaining in place.
The Group reviews the functional currency of its entities on an ongoing basis to ensure they appropriately reflect the currency of the primary economic environment in which they operate. As at 1 January 2012, the functional currencies of two of the Group's subsidiaries, Finimo Realty Pte Ltd and SCOR Reinsurance Asia Pacific Pte Ltd, were changed with prospective application from USD to SGD and from USD to KRW respectively. Also as at 1 January 2012, Zurich branch of SCOR SE changed its functional currency with prospective application from CHF to EUR. As at 1 January 2013, the functional currency of one group subsidiary, SCOR GLOBAL LIFE Reinsurance Ireland Ltd, was changed with prospective application from EUR to USD.
The caption "Share-based payments" is used to offset the cost of services received in exchange for the granting of shares, stock options or for employee stock purchase plans.
A breakdown of the movements in the various reserves is provided in Section 20.1.5 – Consolidated statements of changes in shareholders' equity.
SCOR's Combined General Meeting of 25 April 2013 resolved to distribute, for the 2012 fiscal year, a dividend of one euro and twenty cents (EUR 1.20) per share, being an aggregate amount of dividend paid of EUR 223 million, calculated on the basis of the number of shares eligible for dividend as at the payment date. The ex-dividend date was 29 April 2013 and the dividend was paid on 3 May 2013.
SCOR's Combined General Meeting of 6 May 2014 resolved to distribute, for the 2013 fiscal year, a dividend of one euro and thirty cents (EUR 1.30) per share, being an aggregate amount of dividend paid of EUR 243 million, calculated on the basis of the number of shares eligible for dividend as at the payment date. The ex-dividend date was 12 May 2014 and the dividend was paid on 15 May 2014.
The resolution to be presented to the Annual General Meeting to approve, during the first half of 2015, the accounts for the financial year 2014, sets out the distribution of a dividend of EUR 1.40 per share for the financial year 2014.
The following table sets out an overview of the debt issued by the Group:
| 2014 | 2013 | |||||
|---|---|---|---|---|---|---|
| In EUR million | Maturity | Net book value |
Fair value | Net book value |
Fair value | |
| Subordinated debt | ||||||
| USD 100 million | (1) | 6/25/2029 | 9 | 9 | 15 | 15 |
| EUR 100 million | (1) | 7/5/2020 | 93 | 93 | 93 | 93 |
| EUR 350 million | Perpetual | 262 | 278 | 262 | 275 | |
| CHF 650 million | Perpetual | 551 | 572 | 542 | 561 | |
| CHF 315 million | Perpetual | 268 | 285 | 263 | 276 | |
| CHF 250 million | Perpetual | 208 | 223 | 204 | 211 | |
| CHF 125 million | (1) | Perpetual | 103 | 103 | - | - |
| EUR 250 million | Perpetual | 249 | 254 | - | - | |
| Total subordinated debt | (2) | 1,743 | 1,817 | 1,379 | 1,431 | |
| Investments properties financing | 287 | 287 | 311 | 311 | ||
| Own-use properties financing | 182 | 182 | 186 | 186 | ||
| Total real estate financing | (1) | 469 | 469 | 497 | 497 | |
| Other financial debt | (1) (3) | 20 | 20 | 177 | 177 | |
| TOTAL FINANCIAL DEBT | 2,232 | 2,306 | 2,053 | 2,105 |
(1) Amounts are not publicly traded. Therefore the net book values are reflective of the fair value
(2) Includes EUR 31 million accrued interests (31 December 2013: EUR 28 million)
(3) A USD 228 million short-term funding line which financed in part the Generali U.S. acquisition was early repaid during the first quarter 2014.
SCOR's subordinated debt is classified as liabilities because under the terms and conditions of the issuance contracts, SCOR does not have an unconditional right to avoid delivering cash to settle the contractual obligations and based on projected cash flow there is no equity component of the instruments.
A 30-year subordinated note totaling USD 100 million was issued on 7 June 1999. These notes are redeemable by SCOR quarterly as from the tenth year following their issue date. These floating-rate bonds bear interest indexed on the 3-month Libor rate plus (i) 0.80% for the first ten years and (ii) 1.80% thereafter. The Group decided not to redeem the USD 100 million of subordinated floating rate notes due 2029 at their first call date in June 2009.
During 2011, the Group re-purchased USD 33 million out of this debt, at a price of 82.5%. The purchase price of this debt at a discount rate gave rise to a consolidated pre-tax profit of EUR 4 million.
During 2013, the Group re-purchased USD 43 million and USD 3 million of this debt at a price of 89.75% and 85% respectively. These debt repurchases gave rise to a consolidated pre-tax profit of EUR 4 million
During 2014, the Group re-purchased USD 10 million out of this debt, at a price of 93.24%. The purchase price of this debt at a discount rate gave rise to a consolidated pre-tax profit of EUR 0.5 million.
The Company issued, on 6 July 2000, EUR 100 million in 20-year subordinated bonds, redeemable by SCOR each quarter as from the tenth year following their issuance. These floating-rate bonds bear interest indexed on the 3-month Euribor plus (i) 1.15% for the first ten years, and (ii) 2.15% thereafter. The Group decided not to redeem the EUR 100 million of subordinated bonds due 2020 at their first call date in July 2010.
During 2009, the Group provided liquidity to both its perpetual super-subordinated debt security (Tier 1 type) (TSSDI EUR 350 million) and its EUR 100 million subordinated debt issuance (call date July 2010) resulting in acquisition of own debt of EUR 99 million at an average price of 46.5%. The purchase of this debt at a discount gave rise to a consolidated pre-tax profit of EUR 53.4.
Covenants applicable to the aforementioned notes:
The following clauses, which are binding on the issuer, allow for anticipated reimbursement:
On 28 July 2006 SCOR issued a perpetual super-subordinated debt security (Tier 1 type) in an aggregate principal amount of EUR 350 million to finance the acquisition of Revios Rückversicherung AG. The bond issue, comprised of last-rank subordinated bearer certificates with a face value of EUR 50,000 bearing interest at an initial rate of 6.154% per annum then a floating rate indexed on the 3-month EURIBOR plus a margin of 2.90%, payable quarterly. There is no fixed redemption date but SCOR reserves the right to redeem, in part or in whole, the bonds as from 28 July 2016.
The debt includes a clause for mandatory settlement in cash if regulatory authorities or applicable legislation modify their ability to cover the solvency margin or equivalent. If this clause becomes applicable, the issuer must pay interest in cash even if no dividend has been paid, or proceed with the reimbursement of the notes in cash. Accordingly, the entire issue is considered as a financial debt.
During 2009, the Group provided liquidity to both its perpetual super-subordinated debt security (Tier 1 type) (TSSDI EUR 350 million) and its EUR 100 million subordinated debt issuance (call date July 2010) resulting in acquisition of own debt of EUR 99 million at an average price of 46.5%. The purchase of this debt at a discount gave rise to a consolidated pre-tax profit of EUR 53.4 million.
On 2 February 2011, SCOR issued CHF 400 million perpetual subordinated notes, redeemable by SCOR each quarter as at payment of interest dates from 2 August 2016. The coupon has been set to 5.375% (until 2 August 2016) and 3 month CHF LIBOR plus a margin of 3.7359% thereafter.
SCOR has entered into a cross-currency swap which exchanges the principal into EUR and exchanges the CHF coupon on the notes to EUR 6.98% and matures on 2 August 2016. Refer to Note 8 – Derivative Instruments.
On 11 May 2011, SCOR reopened its existing CHF perpetual subordinated notes placement by issuing an additional amount of CHF 225 million. The placement was increased to CHF 250 million at the settlement date of 3 June 2011, given the market appetite. The notes are fungible to those issued on 2 February 2011. The conditions and the accounting treatment are similar to the first placement.
SCOR has entered into a cross-currency swap which exchanges the principal into EUR and exchanges the CHF coupon on the notes to EUR 6.925% and matures on 2 August 2016. Refer to Note 8 – Derivative Instruments.
On 10 September 2012, SCOR issued CHF 250 million perpetual subordinated notes, redeemable by SCOR each quarter as at payment of interest dates from 8 June 2018. The strong market demand observed prompted the Group to extend its placements from CHF 250 million to a total of CHF 315 million on 24 September 2012. The settlement of the notes took place on 8 October 2012. The coupon has been set to 5.25% (until 8 June 2018) and 3-month CHF LIBOR plus a margin of 4.8167% thereafter.
SCOR has entered into a cross-currency swap which exchanges CHF 250 million of the principal into EUR and exchanges the CHF coupon on the notes to EUR 6.2855% and matures on 8 June 2018. SCOR has entered into a second cross-currency swap which exchanges CHF 65 million of the principal into EUR and exchanges the CHF coupon on the notes to EUR 6.2350% and matures on 8 June 2018. Refer to Note 8 – Derivative Instruments.
On 10 September 2013, SCOR issued CHF 250 million perpetual subordinated notes, redeemable by SCOR each quarter as at payment of interest dates from 30 November 2018. The settlement of the notes took place on 30 September 2013. The coupon has been set to 5.00% until 30 November 2018 and 3-month CHF LIBOR plus a margin of 4.0992% thereafter.
SCOR has entered into a cross-currency swap which exchanges CHF 250 million of the principal into EUR and exchanges the CHF coupon on the notes to EUR 5.8975% and matures on 30 November 2018. Refer to Note 8 – Derivative Instruments.
On 24 September 2014, SCOR placed CHF 125 million perpetual subordinated notes, redeemable by SCOR as at payment of interest dates from 20 October 2020. The settlement of the notes took place on 20 October 2014. The coupon has been set to 3.375% (until 20 October 2020), and resets every 6 years at the prevailing 6-year CHF midswap rate + 3.0275%.
On 25 September 2014, SCOR placed EUR 250 million perpetual subordinated notes, redeemable by SCOR as at payment of interest dates from 1 October 2025. The settlement of the notes took place on 1 October 2014. The coupon has been set to 3.875% (until 1 October 2025), and resets every 11 years at the prevailing 11-year EUR mid-swap rate + 2.7%.
Real estate financing relates to the acquisition of investment properties through property-related bank loans of EUR 469 million (EUR 497 million as at 31 December 2013). The main property related bank loan amounts to EUR 165 million and is used to finance the Group's head-office in Paris, at Kléber. It bears interest indexed to the 3-month Euribor rate plus 1.35% and is redeemable in June 2018. SCOR entered into three interest rate swaps which cover its exposure to the variable interest rate whereas SCOR pays fixed 2.97% and receives three-months Euribor. The interest rate swaps have been accounted for as cash flow hedges (for further detail refer to Note 8 – Derivative instruments). The other property-related bank loans bear interests indexed to the 3 - month Euribor and redeemable between 2016 and 2021. They are used to finance other buildings owned by the Group.
Certain real estate financing contracts contain accelerated repayment clauses and other debt covenants. Such covenants define certain ratios to comply with, among which loan to value ratios (LTV), defined as the relation between the carrying amount of the financing and the market value of the real estate being financed, interest coverage rates (ICR), representing the percentage at which interest charges are covered by rental income, and debt service coverage ratios (DSCR), representing the percentage at which debt amortization and interest expense are covered by rental income. Under existing financing contracts LTV ratios vary between 60% and 90% and ICR / DSCR between 120% and 200%.
As at 31 December 2014, the Group is in compliance with the LTV and ICR / DSCR covenants, except for one credit line for which the LTV threshold was exceeded (62% instead of 60%). On 20 January 2015, a payment of EUR 1.5 million was made to restore full compliance with this covenant.
On 29 May 2013, SCOR acquired a 59.9% stake in the capital of MRM S.A., a listed real estate company. This resulted in a EUR 181 million increase in real estate financing. EUR 33 million of these debts were redeemed during 2013 (including EUR 26 million done in the context of the acquisition by SCOR). As at 31 December 2014 real estate financing related to MRM S.A. properties amounts to EUR 132 million.
On 1 October 2013, SCOR entered into a short-term financing agreement with a principal amount of USD 228 million maturing 14 July 2014 to partly finance the acquisition of Generali U.S. This short-term financing was early repaid during the first quarter of 2014.
Other financial debt relates mainly to deposits and guarantees.
| In EUR million | 2014 | 2013 | 2012 |
|---|---|---|---|
| Interest on subordinated debt | (3) | (3) | (4) |
| Interest on perpetual subordinated debt | (82) | (70) | (56) |
| Atlas VI (set up costs) | - | (2) | (2) |
| Atlas IX (set up costs) | - | (1) | - |
| Finance lease | - | (1) | (2) |
| Real estate financing | (17) | (17) | (18) |
| Other financial costs | (1) (43) |
(36) | (24) |
| TOTAL | (145) | (130) | (106) |
(1) The amounts presented in other financial costs include certain other Letter Of Credit charges, custodian and overdraft fees, amortization of issuance fees and other bank charges (commissions, etc.), and a gain on debt repurchase of EUR 0.5 million in 2014 (EUR 4 million in 2013 and EUR 10 million in 2012)
The maturity profile of financial debt is included in Note 26 – Insurance and financial risk.
The following table summarizes amounts included in contingency reserves:
| Reserves for post employment |
|||
|---|---|---|---|
| In EUR million | benefits | Other reserves | Total |
| At 1 January 2013 | 113 | 9 | 122 |
| Acquisition of a subsidiary | 10 | 140 | 150 |
| Current year provision | 15 | 1 | 16 |
| Used reserves | (9) | - | (9) |
| Reversal of unused reserves | - | - | - |
| Foreign exchange rate movements | (2) | (3) | (5) |
| Adjusted discount rate | (9) | - | (9) |
| At 31 December 2013 | 118 | 147 | 265 |
| Acquisition of a subsidiary | - | - | - |
| Current year provision | 1 | (5) | (4) |
| Used reserves | (15) | (9) | (24) |
| Reversal of unused reserves | - | - | - |
| Foreign exchange rate movements | 2 | 15 | 17 |
| Adjusted discount rate | 43 | - | 43 |
| At 31 December 2014 | 149 | 148 | 297 |
These benefits amount to EUR 149 million and EUR 118 million at 31 December 2014 and 2013 respectively, and include post-employment benefits related to pension plans of EUR 146 million (2013: EUR 111 million) and long service awards provisions of EUR 3 million (2013: EUR 7 million).
At 31 December 2014, the other reserves comprise EUR 132 million additional reserves covering pre-existing creditors and other liabilities related to the Generali U.S. acquisition in 2013 (2013: EUR 135 million. At 31 December 2014, the other reserves include provisions related to litigation of EUR 16 million (2013: EUR 12 million).
| 2014 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| In EUR million | SCOR Global Life |
SCOR Global P&C |
Total | SCOR Global Life |
SCOR Global P&C |
Total | ||
| Gross contract liabilities | ||||||||
| Gross claim reserves | 4,428 | 11,088 | 15,516 | 3,936 | 10,691 | 14,627 | ||
| Mathematical reserves | 8,165 | - | 8,165 | 7,834 | - | 7,834 | ||
| Unearned premium reserves | 101 | 1,938 | 2,039 | 80 | 1,663 | 1,743 | ||
| Total gross insurance contract liabilities | 12,694 | 13,026 | 25,720 | 11,850 | 12,354 | 24,204 | ||
| Reserves for financial contracts | - | 119 | 119 | - | 133 | 133 | ||
| Total gross contract liabilities | 12,694 | 13,145 | 25,839 | 11,850 | 12,487 | 24,337 | ||
| Reinsurance recoverable | ||||||||
| Ceded claims reserves & claims expense reserves | (380) | (619) | (999) | (304) | (629) | (933) | ||
| Ceded mathematical reserves | (52) | - | (52) | (106) | - | (106) | ||
| Ceded unearned premium reserves | (2) | (142) | (144) | - | (101) | (101) | ||
| Ceded contract liabilities | (434) | (761) | (1,195) | (410) | (730) | (1,140) | ||
| Net contract liabilities | 12,260 | 12,384 | 24,644 | 11,440 | 11,757 | 23,197 |
Contract liabilities are subject to the use of estimates. Payments linked to these reserves are not usually fixed, either by amount or by due date. Liquidity information related to contract liabilities is included in Note 26 – Insurance and financial risk.
An aging analysis of reinsurance assets is also included in Note 26 – Insurance and financial risk.
The table below shows the movement in the net reserves for unpaid losses and loss expenses of SCOR Global P&C.
The table begins by showing the reported year-end gross and net reserves, including IBNR, recorded at the balance sheet date at the exchange rates applicable at each balance sheet date.
The "cumulative redundancy / deficiency" line represents the cumulative change in estimates since the initial reserve was established. It is equal to the latest incurred claim amount less the initial reserve. The amounts in this line in the loss development tables are not a precise indication of the adequacy of the initial reserves that appear on the first and third line of the table. Trends and conditions that have affected development of liabilities in the past may not be indicative of future developments. Accordingly, it may not be appropriate to extrapolate future redundancies or deficiencies based on these tables.
The next section of the table shows the portion of the initial year-end net reserves that was paid (claims paid) as at the end of subsequent calendar year. Claims paid are converted to EUR at the average foreign exchange rates of the period during which the payments are made and are not revalued to the initial foreign exchange rates at which the reserves were established. Additionally, payments include losses covered by unearned premium reserves.
The net incurred losses section is the sum of the paid claims and the change in claims reserves and IBNR at the average foreign exchange rate of the period.
A significant portion of SCOR Global P&C reserves relates to liabilities payable in currencies other than the euro. The fluctuations of the euro to those currencies are embedded in the data in the below table.
The following tables present the consolidated ten-year loss development of our Non-Life operations on an IFRS basis and a three-year reconciliation of beginning and ending reserve balances on an IFRS basis. The IFRS loss development data is presented on a calendar year basis, as well as the reserve reconciliation data represents our allocation of incurred and paid losses and loss adjustment expenses between current and prior years on a calendar year basis.
| In EUR million | 2004 | 2005 | 2006 | 2007 (1) | 2008 (1) | 2009 (1) | 2010 (1) | 2011 (1) | 2012 (1) | 2013 (1) | 2014 (1) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross claims reserves & estimates – end of year |
(2) | 6,135 | 6,310 | 5,791 | 9,325 | 9,127 | 9,156 | 9,696 | 10,602 | 10,857 | 10,691 | 11,088 |
| Ceded claims reserves & estimates – end of year |
(2) | 533 | 554 | 490 | 598 | 467 | 473 | 412 | 765 | 690 | 629 | 619 |
| Net claims reserves & | ||||||||||||
| estimates – end of year | (2) | 5,602 | 5,756 | 5,301 | 8,727 | 8,660 | 8,683 | 9,284 | 9,837 | 10,167 | 10,062 | 10,469 |
| Net paid losses | (3) (4) | |||||||||||
| 1 year later | 896 | 1,000 | 1,026 | 1,766 | 1,992 | 2,069 | 2,080 | 2,407 | 2,369 | 2,530 | - | |
| 2 years later | 1,569 | 1,657 | 1,626 | 2,931 | 3,263 | 3,239 | 3,576 | 3,858 | 3,899 | - | - | |
| 3 years later | 2,075 | 2,092 | 2,155 | 3,870 | 4,107 | 4,107 | 4,637 | 4,925 | - | - | - | |
| 4 years later | 2,455 | 2,351 | 2,805 | 4,414 | 4,649 | 4,682 | 5,294 | - | - | - | - | |
| 5 years later | 2,640 | 2,917 | 3,205 | 4,841 | 5,112 | 5,156 | - | - | - | - | - | |
| 6 years later | 3,151 | 3,265 | 3,501 | 5,226 | 5,518 | - | - | - | - | - | - | |
| 7 years later | 3,467 | 3,520 | 3,779 | 5,567 | - | - | - | - | - | - | - | |
| 8 years later | 3,687 | 3,755 | 4,042 | - | - | - | - | - | - | - | - | |
| 9 years later | 3,900 | 3,994 | - | - | - | - | - | - | - | - | - | |
| 10 years later | 4,116 | - | - | - | - | - | - | - | - | - | - | |
| Net incurred losses | (3) | |||||||||||
| 1 year later | 5,917 | 5,987 | 5,701 | 9,480 | 9,491 | 9,622 | 10,584 | 10,809 | 11,094 | 10,953 | - | |
| 2 years later | 5,989 | 6,262 | 5,765 | 9,482 | 9,490 | 9,385 | 10,412 | 10,647 | 10,937 | - | - | |
| 3 years later | 6,243 | 6,312 | 5,784 | 9,381 | 9,248 | 9,098 | 10,132 | 10,471 | - | - | - | |
| 4 years later | 6,306 | 6,305 | 5,630 | 9,172 | 9,028 | 8,828 | 10,049 | - | - | - | - | |
| 5 years later | 6,302 | 6,184 | 5,427 | 8,980 | 8,801 | 8,758 | - | - | - | - | - | |
| 6 years later | 6,200 | 6,022 | 5,229 | 8,762 | 8,750 | - | - | - | - | - | - | |
| 7 years later | 6,062 | 5,875 | 5,021 | 8,719 | - | - | - | - | - | - | - | |
| 8 years later | 5,949 | 5,683 | 4,995 | - | - | - | - | - | - | - | - | |
| 9 years later | 5,783 | 5,659 | - | - | - | - | - | - | - | - | - | |
| 10 years later | 5,754 | - | - | - | - | - | - | - | - | - | - | |
| Cumulative redundancy / | ||||||||||||
| (deficiency) | (152) | 97 | 306 | 8 | (90) | (75) | (765) | (634) | (770) | (891) | - | |
| Gross cumulative inception to date incurred losses as at 31 December 2014 |
(2) | 6,528 | 6,352 | 5,416 | 9,404 | 9,316 | 9,207 | 10,498 | 11,364 | 11,717 | 11,634 | - |
| Ceded cumulative inception | ||||||||||||
| to date incurred losses as at 31 December 2014 |
(2) | 774 | 693 | 422 | 684 | 566 | 449 | 448 | 893 | 780 | 681 | - |
| Net cumulative inception to | ||||||||||||
| date incurred losses as at 31 December 2014 |
(2) | 5,754 | 5,659 | 4,995 | 8,719 | 8,750 | 8,758 | 10,049 | 10,471 | 10,937 | 10,953 | - |
| Unearned premium reserve (UPR) |
||||||||||||
| Gross UPR – end of year | 978 | 637 | 575 | 1,108 | 1,099 | 1,135 | 1,384 | 1,516 | 1,683 | 1,663 | 1,938 | |
| Ceded UPR – end of year | 40 | 24 | 18 | 39 | 40 | 40 | 51 | 84 | 93 | 101 | 142 | |
| Net UPR – end of year | 938 | 613 | 557 | 1,069 | 1,059 | 1,095 | 1,333 | 1,432 | 1,590 | 1,562 | 1,796 | |
| Deferred acquisition costs (DAC) |
||||||||||||
| Gross DAC – end of year | 132 | 137 | 108 | 230 | 227 | 238 | 278 | 325 | 359 | 379 | 441 | |
| Ceded DAC – end of year | 3 | 2 | - | 2 | 1 | - | 1 | 5 | 7 | 8 | 10 | |
| Net DAC – end of year | 129 | 135 | 108 | 228 | 226 | 238 | 277 | 320 | 352 | 371 | 431 |
(1) The table includes balance sheet reserves for Converium for years from 2007 onwards only. Figures for 2007 reflect the completion of the initial accounting of the business combination with Converium.
(2) At period end exchange rates. (3) At average exchange rates.
(4) Includes net cumulative payments for all underwriting years as at each balance sheet date.
The table below is a reconciliation of the beginning and ending liability for claims reserves and claims expenses of SCOR Global P&C for the years ended 31 December 2014 and 2013.
| In EUR million | 2014 | 2013 |
|---|---|---|
| Gross claims reserves and claims estimates as at 1 January | 10,691 | 10,857 |
| Ceded claims reserves and claims estimates as at 1 January | (629) | (690) |
| Net claims reserves and claims estimates as at 1 January | 10,062 | 10,167 |
| Revaluation of opening balance at current year end exchange rates | 397 | (386) |
| Net claims reserves and claims estimates as at 1 January – revalued | 10,459 | 9,781 |
| Net claims incurred relating to the current calendar year | 1,729 | 1,803 |
| Net claims incurred for prior calendar years | 892 | 927 |
| Total net claims incurred | 2,621 | 2,730 |
| Net claims payments for the current calendar year | (75) | (74) |
| Net claims payments for prior calendar years | (2,530) | (2,369) |
| Total net claims payments | (2,605) | (2,443) |
| Reclassifications | 3 | - |
| Effect of other foreign exchange rate movements | (9) | (6) |
| Net claim reserves and claims estimates as at 31 December | 10,469 | 10,062 |
| Ceded claims reserves and claims estimates as at 31 December | (619) | (629) |
| Gross claims reserves and claims estimates as at 31 December | 11,088 | 10,691 |
| For the year ended 31 December | |||||||
|---|---|---|---|---|---|---|---|
| Asbestos | Environment | ||||||
| 2014 | 2013 | 2014 | 2013 | ||||
| Gross reserves, including IBNR reserves (in EUR million) | 92 | 93 | 19 | 14 | |||
| % of Non-Life gross reserves | 0.7% | 0.7% | 0.1% | 0.1% | |||
| Claims paid (in EUR million) | 9 | 6 | 1 | 1 | |||
| Net % of Group Non-Life claims paid | 0.3% | 0.2% | 0.0% | 0.0% | |||
| Actual Number of claims notified under non-proportional | |||||||
| and facultative treaties (in EUR million) | 10,501 | 10,315 | 8,426 | 8,387 | |||
| (1) Average cost per claim (in EUR) |
17,827 | 15,134 | 3,971 | 3,484 |
(1) Does not include claims which result in no ultimate cost and claims notified only for precautionary reasons for which the amount is not evaluated
The change in Life mathematical reserves for the years ended 31 December 2014 and 2013 was as follows:
| In EUR million | 2014 | 2013 |
|---|---|---|
| Gross mathematical reserves as at 1 January | 7,834 | 7,238 |
| Change in scope of consolidation | - | 812 |
| Change in reserves from portfolio movements and actuarial calculation | 43 | (108) |
| Impact of foreign exchange movements | 288 | (108) |
| Gross mathematical reserves as at 31 December | 8,165 | 7,834 |
| Reinsurance Recoverable | - | - |
| Ceded mathematical reserves as at 1 January | (106) | (257) |
| Change in scope of consolidation | - | (9) |
| Change in reserves from portfolio movements and actuarial calculation | 39 | 172 |
| Impact of foreign exchange movements | 15 | (12) |
| Ceded mathematical reserves as at 31 December | (52) | (106) |
| Net mathematical reserves as at 1 January | 7,728 | 6,981 |
| Net mathematical reserves as at 31 December | 8,113 | 7,728 |
SCOR Global Life has legacy (Converium) retrocession liabilities with regard to Guaranteed Minimum Death Benefit ("GMDB") rider options attached to variable annuity policies written in the US in its books. This GMDB business indirectly exposes SCOR Global Life to asset risk on the variable annuity policyholders' funds. These funds are not held by SCOR Global Life, the assets remain with the originating ceding companies.
Business of this type is not within the scope of the SCOR Global Life underwriting policy, and no GMDB new business is being underwritten. These treaties are all in run-off and, as at 31 December 2014, cover in total approximately 0.5 million policies.
There are some risks which are specific to the GMDB portfolio such as developments on the financial markets, fluctuations in interest rates and the implied volatility on equity options. The liability is also dependent on policyholder behavior.
As a retrocessionaire, SCOR Global Life is exposed to uncertainties concerning data received from its retrocedents and the original ceding companies and also due to the inherent reporting lag. SCOR Global Life is also exposed to risks inherent to the model used for the assessment of the liability under its portfolio.
There can be no assurance that SCOR's GMDB portfolios will not deteriorate in the future, which could have an adverse effect on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on its share price.
The liability adequacy test conducted at each closing date did not detect any deficiencies for either the Non-Life or Life segment.
An analysis of the share of retrocessionaires in the Group's contract liabilities by rating of the retrocessionaires and collateral from retrocessionaires in favor of SCOR at 31 December 2014 and 2013 is as follows:
| Total as at 31 December |
|||||||
|---|---|---|---|---|---|---|---|
| In EUR million | AAA | AA | A | BBB | < BBB | Not rated | 2014 |
| Share of retrocessionaires contract liabilities |
- | 352 | 805 | 28 | 12 | -2 | 1,195 |
| Securities pledged | - | 9 | 32 | - | - | 414 | 455 |
| Deposits received | - | 79 | 525 | 36 | - | 47 | 687 |
| Letters of credit | - | 58 | 53 | - | - | 23 | 134 |
| Total collateral from retrocessionaires in favor of SCOR |
- | 146 | 610 | 36 | - | 484 | 1,276 |
| Share of retrocessionaires contract (2) liabilities net of collateral |
- | 206 | 195 | (8) | 12 | (486) | (1) (81) |
| In EUR million | AAA | AA | A | BBB | < BBB | Not rated | Total as at 31 December 2013 |
|---|---|---|---|---|---|---|---|
| Share of retrocessionaires contract | |||||||
| liabilities | - | 399 | 607 | 33 | 1 | 100 | 1,140 |
| Securities pledged | - | 57 | 27 | - | - | 428 | 512 |
| Deposits received | - | 88 | 475 | 40 | - | 25 | 628 |
| Letters of credit | - | 61 | 29 | - | - | 82 | 172 |
| Total collateral from retrocessionaires in | |||||||
| favor of SCOR | - | 206 | 531 | 40 | - | 535 | 1,312 |
| Share of retrocessionaires contract | (2) | (1) | |||||
| liabilities net of collateral | - | 193 | 76 | (7) | 1 | (435) | (172) |
(1) To limit credit risk related to retrocessionaires, certain unrated retrocessionaires are obliged to pledge assets to the value of their maximum potential contract
liability, even though the actual retrocessionaire liability to SCOR recorded in the balance sheet is lower. (2) The total collateral from retrocessionaires is related to the contract liabilities recorded in the balance sheet and also to potential losses that have not yet occurred.
The post-employment benefits granted by the Group vary based on legal obligations and local requirements. Group employees are entitled to short-term benefits (paid leave, sick leave and profit sharing) and long-term benefits and postemployment benefits classified as defined benefit or defined contribution plans (pension).
The short-term benefits granted are recognized as an expense for the period by the different entities of the Group.
A plan amendment to the "congés de fin de carrière" and the "médailles du travail" in France occurred in the second quarter of 2014. The amendments concern the termination of the "congés de fin de carrière" on 1 January 2017 and the termination of the "médailles du travail" as at 14 July 2019. In addition, a temporary scheme called "compte senior" was implemented during the second quarter of 2014 and will be active to 31 December 2020. This scheme aims to provide, under conditions, a premium to employees going into retirement. The plan amendment resulted in a reduction of the defined benefit obligation. The corresponding income is recorded as a reduction of past service cost.
Defined contribution plans include plans whereby an employer makes periodic contributions to an external plan which manages all administrative and financial aspects. These external plans relieve the employer of all future obligations and manage the payment to employees of all amounts which are due (e.g. National insurance pension scheme, complementary pension scheme (AGIRC / ARRCO in France), defined contribution retirement plans).
The payments made by the Group are expensed during the period in which the expense was incurred.
The amounts paid under defined contribution plans were EUR 20 million, EUR 19 million, and EUR 17 million for the years ended 31 December 2014, 2013, and 2012 respectively.
An employer's obligation under a defined benefit plan is to provide the agreed amount of benefits to current and future beneficiaries. If the defined benefit plan is not wholly funded, provisions are recognized.
The discounted obligation is calculated based on the projected unit credit method by taking into consideration actuarial assumptions, salary increase, retirement age, mortality, turnover and discount rates. Assumptions defined are based on the macroeconomic environment of each country in which the Group operates.
Modifications to actuarial assumptions or differences between these assumptions and actual amounts give rise to actuarial differences which are recorded in other comprehensive income during the period in which they occur, in accordance with Group accounting principles.
A plan amendment to the defined benefit plan in Switzerland occurred in the first quarter 2014. The main changes to the plan are a reduction in the conversion rate, an increase in the normal retirement age from 62 to 64 years and a 1% increase in retirement credits. Some pension plan in the U.S have been frozen or terminated in 2014. These changes resulted in a reduction of the defined benefit obligation. The corresponding income is recorded as a reduction of past service cost.
The main defined benefit pension plans and other long-term benefits relate mainly to Switzerland, North America, France and Germany. These locations represent 36%, 28%, 18% and 13% respectively, as at 31 December 2014, (38%, 27%, 17% and 13%, respectively, as at 31 December 2013), of the Group's obligation under defined benefit plans.
These plans are mostly pre-financed via payments to external organizations which are separate legal entities.
(b) Actuarial assumptions
| US | Canada | Switzerland | UK | Euro zone | |
|---|---|---|---|---|---|
| Assumptions as at 31 December 2014 | |||||
| Discount rate | 4.21% | 3.80% | 1.35% | 4.00% | 2.06% |
| Salary increase | - | - | 1.70% | 3.40% | 2.50% |
| Assumptions as at 31 December 2013 | |||||
| Discount rate | SCOR plans: 5.07% | ||||
| Generali: 5.42% | 4.55% | 2.36% | 4.90% | 3.24% | |
| Salary increase | - | - | 2.00% | 3.50% | 2.50% |
| Assumptions as at 31 December 2012 | |||||
| Discount rate | 4.14% | 4.30% | 2.10% | 5.30% | 3.24% |
| Salary increase | - | - | 2.00% | 3.50% | 2.50% |
Discount rates are defined with reference to high quality long-term corporate bonds with duration in line with the duration of the obligations evaluated. Management considers "AAA", "AA" and "A" rated bonds to be high quality.
An increase in the discount rate of 0.25% would result in a decrease in the estimated defined benefit obligation of EUR 13 million (2013: EUR 9 million) with the offsetting impact recorded in other comprehensive income.
A decrease in the discount rate of 0.25% would result in an increase in the estimated defined benefit obligation of EUR 13 million (2013: EUR 10 million) with the offsetting impact recorded in other comprehensive income.
| Europe | Switzerland | US | UK | Canada | Global | |
|---|---|---|---|---|---|---|
| Duration as at 31 December 2014 | 11 years | 18 years | 13 years | 30 years | 9 years | 15 years |
| Duration as at 31 December 2013 | 11 years | 17 years | 14 years | 31 years | 9 years | 15 years |
(c) Defined benefits pension cost
| 2014 | 2013 | 2012 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In EUR million | Total | Europe | Switzer -land |
North America |
Total | Europe | Switzer land |
North America |
Total | Europe | Switzer land |
North America |
| Service cost, net of plan amendments |
(3) | 1 | (1) | (3) | 10 | 4 | 6 | - | 9 | 4 | 5 | - |
| Interest cost on obligation |
10 | 3 | 3 | 4 | 7 | 3 | 2 | 2 | 7 | 3 | 2 | 2 |
| Interest income on plan assets |
(7) | (1) | (3) | (3) | (4) | - | (2) | (2) | (4) | (1) | (2) | (1) |
| Amortization of actuarial gains and losses through profit and loss for other long-term benefits |
1 | 1 | - | - | 1 | 1 | - | - | 2 | 2 | - | - |
| Administration expenses recognized in pension expense |
- | - | - | - | 1 | - | - | 1 | - | - | - | - |
| Settlement | - | - | - | - | - | - | - | - | - | - | - | - |
| Total pension cost | 1 | 4 | (1) | (2) | 15 | 8 | 6 | 1 | 14 | 8 | 5 | 1 |
The actual returns on plan assets were EUR 13 million for the year ended 31 December 2014 (2013: EUR 10 million and 2012: EUR 12 million).
(d) Balance sheet amounts
| In EUR million | 2014 | 2013 | 2012 |
|---|---|---|---|
| Defined benefit obligation | 358 | 296 | 254 |
| Plan assets | 209 | 179 | 145 |
| Deficit | 149 | 117 | 109 |
| Asset ceiling limitation | - | 1 | 4 |
The following schedule reconciles the movements in the balance sheet amounts for the year ended 31 December 2014, 2013 and 2012:
| In EUR million | Total 2014 |
Europe | Switzer land |
North America |
Total 2013 |
Europe | Switzer land |
North America |
Total 2012 |
Europe | Switzerl and |
North America |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of defined benefit obligation |
||||||||||||
| Obligation as at 1 January | 296 | 102 | 115 | 79 | 254 | 92 | 111 | 51 | 216 | 73 | 101 | 42 |
| Service cost | 11 | 5 | 5 | 1 | 10 | 4 | 6 | - | 9 | 4 | 5 | - |
| Interest cost on obligation | 10 | 3 | 3 | 4 | 7 | 3 | 2 | 2 | 7 | 3 | 2 | 2 |
| Employee contributions | 3 | - | 3 | - | 3 | - | 3 | - | 3 | - | 3 | - |
| Plan amendment | (14) | (4) | (6) | (4) | - | - | - | - | 1 | - | - | 1 |
| Acquisition / divestiture (2) |
- | - | - | - | 34 | - | - | 34 | - | - | - | - |
| Benefit payments | (10) | (2) | (4) | (4) | (8) | (3) | (3) | (2) | (7) | - | (5) | (2) |
| Actuarial (gains) / losses (1) |
||||||||||||
| due to change in | 50 | 20 | 13 | 17 | (3) | 4 | (3) | (4) | 19 | 8 | 3 | 8 |
| Experience (gains) / losses | 1 | 1 | - | - | 3 | 2 | - | 1 | 4 | 4 | - | - |
| Effect of foreign exchange | 11 | 3 | 1 | 7 | (4) | - | (1) | (3) | 2 | - | 2 | - |
| Obligation as at 31 December |
358 | 128 | 130 | 100 | 296 | 102 | 115 | 79 | 254 | 92 | 111 | 51 |
| Reconciliation of fair value of plan assets |
||||||||||||
| Fair value of assets as at 1 January |
179 | 25 | 97 | 57 | 145 | 23 | 89 | 33 | 125 | 16 | 78 | 31 |
| Interest income on plan assets |
7 | 1 | 3 | 3 | 4 | - | 2 | 2 | 4 | 1 | 2 | 1 |
| Employer contributions | 15 | 3 | 5 | 7 | 9 | 3 | 5 | 1 | 11 | 5 | 5 | 1 |
| Employee contributions | 3 | - | 3 | - | 3 | - | 3 | - | 3 | - | 3 | - |
| Acquisition / divestiture (2) |
- | - | - | - | 24 | - | - | 24 | - | - | - | - |
| Benefit payments | (10) | (2) | (4) | (4) | (8) | (3) | (3) | (2) | (7) | - | (5) | (2) |
| Asset gains / (losses) due to experience |
7 | (1) | 5 | 3 | 6 | 1 | 2 | 3 | 7 | 1 | 5 | 1 |
| Administration expenses paid |
- | - | - | - | (1) | - | - | (1) | - | - | - | - |
| Effect of foreign exchange | 8 | 1 | 2 | 5 | (3) | 1 | (1) | (3) | 2 | - | 1 | 1 |
| Fair value of assets as at 31 December |
209 | 27 | 111 | 71 | 179 | 25 | 97 | 57 | 145 | 23 | 89 | 33 |
| Net defined benefit obligation as at 31 December - Deficit |
149 | 101 | 19 | 29 | 117 | 77 | 18 | 22 | 109 | 69 | 22 | 18 |
| Asset ceiling limitation | - | - | - | - | 1 | 1 | - | - | 4 | 4 | - | - |
| Accrued / (prepaid) | 149 | 101 | 19 | 29 | 118 | 78 | 18 | 22 | 113 | 73 | 22 | 18 |
| Analysis of funded status | ||||||||||||
| Funded or partially funded obligation as at 31 December |
303 | 84 | 124 | 95 | 247 | 62 | 111 | 74 | 209 | 53 | 108 | 48 |
| Fair value of plan assets as at 31 December |
209 | 27 | 111 | 71 | 179 | 25 | 97 | 57 | 145 | 23 | 89 | 33 |
| Funded status as at 31 December - deficit |
94 | 57 | 13 | 24 | 68 | 37 | 14 | 17 | 64 | 30 | 19 | 15 |
| Unfunded obligation as at 31 December |
55 | 44 | 6 | 5 | 49 | 40 | 4 | 5 | 45 | 39 | 3 | 3 |
| Total funded status as at 31 December – deficit |
149 | 101 | 19 | 29 | 117 | 77 | 18 | 22 | 109 | 69 | 22 | 18 |
(1) Actuarial (gains) / losses due to change in assumptions include for 2014 actuarial (gains) / losses due to change in financial assumptions for EUR 49 million
(EUR (4) million in 2013) and actuarial (gains) / losses due to change in demographic assumptions for EUR 1 million (EUR 1 million in 2013).
(2) In 2013, acquisition / divestiture includes pension plans from the acquisition of Generali U.S.
The following table summarizes the movements in accrued (prepaid) balances recorded in the consolidated balance sheets as at 31 December 2014, 2013 and 2012:
| Total | Switzer | North | Total | Switzer | North | Total | Switzer | North | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In EUR million | 2014 | Europe | -land | America | 2013 | Europe | -land | America | 2012 | Europe | -land | America |
| Accrued / (Prepaid) as at 1 January |
118 | 78 | 18 | 22 | 113 | 73 | 22 | 18 | 93 | 59 | 23 | 11 |
| Total pension | ||||||||||||
| Benefits paid by employer |
1 - |
4 - |
(1) - |
(2) - |
15 - |
8 - |
6 - |
1 - |
14 - |
8 - |
5 - |
1 - |
| Employer contribution |
(15) | (3) | (5) | (7) | (9) | (3) | (5) | (1) | (11) | (5) | (5) | (1) |
| Acquisitions/dive stitures |
- | - | - | - | 10 | - | - | 10 | - | - | - | - |
| Actuarial (gains) / losses immediately recognized in other comprehensive income (OCI) |
43 | 21 | 8 | 14 | (9) | 2 | (5) | (6) | 16 | 11 | (2) | 7 |
| Effect of foreign exchange |
2 | 1 | (1) | 2 | (2) | (2) | - | - | 1 | - | 1 | - |
| Accrued / (Prepaid) as at 31 December |
149 | 101 | 19 | 29 | 118 | 78 | 18 | 22 | 113 | 73 | 22 | 18 |
(e) Plan assets
The following table includes the allocation of plan assets as at 31 December 2014 and 2013:
| Total in EUR | ||||
|---|---|---|---|---|
| million | Europe | Switzerland | North America | |
| 2014 | ||||
| Equities | 82 | 41% | 25% | 61% |
| Government Bonds | 3 | 11% | - | - |
| Corporate Bonds | 88 | - | 58% | 33% |
| Property | 18 | - | 16% | - |
| Insurance Contracts | 13 | 48% | - | - |
| Other | 5 | - | 1% | 6% |
| TOTAL | 209 | 100% | 100% | 100% |
| 2013 | ||||
| Equities | 66 | 39% | 25% | 55% |
| Government Bonds | 7 | 10% | - | 9% |
| Corporate Bonds | 72 | 1% | 56% | 31% |
| Property | 16 | - | 17% | - |
| Insurance Contracts | 13 | 50% | - | - |
| Other | 5 | - | 2% | 5% |
| TOTAL | 179 | 100% | 100% | 100% |
| Total in EUR | ||||
|---|---|---|---|---|
| million | Europe | Switzerland | North America | |
| 2014 | ||||
| Equities | 82 | 11 | 28 | 43 |
| Government Bonds | 3 | 3 | - | - |
| Corporate Bonds | 88 | - | 64 | 24 |
| Property | 18 | - | 18 | - |
| Insurance Contracts | 13 | 13 | - | - |
| Other | 5 | - | 1 | 4 |
| TOTAL | 209 | 27 | 111 | 71 |
| 2013 | ||||
| Equities | 66 | 10 | 24 | 32 |
| Government Bonds | 7 | 2 | - | 5 |
| Corporate Bonds | 72 | - | 55 | 17 |
| Property | 16 | - | 16 | - |
| Insurance Contracts | 13 | 13 | - | - |
| Other | 5 | - | 2 | 3 |
| TOTAL | 179 | 25 | 97 | 57 |
As at 31 December 2014, employer contributions for the year ahead are expected to amount to EUR 8 million (2013: EUR 12 million).
The Group has established various free share and stock option plans for the benefit of some of its employees (the plans are equity settled only). The terms of these awards are defined and approved by its Board of Directors at the grant date.
The total expense for the 2014 relating to share based payment is EUR 33 million (2013: EUR 35 million), with EUR 2 million (2013: EUR 3 million) relating to share options granted from 2010 to 2014 plans (2013: 2009 to 2013) and EUR 31 million (2013: EUR 32 million) relating to free shares granted from 2011 to 2014 plans (2013: 2009 to 2013).
The share-based payment plans are described below. There have been no cancellations or modifications to any of the plans during 2014.
The Group grants its employees options or share subscription plans under the following terms:
| New shares | |||||
|---|---|---|---|---|---|
| Plan | Date of award by the Board |
Options exercisable on |
Date of expiration of plan |
Exercise price in EUR |
issued subject to option plans |
| 2004 | 25 August 2004 | 26 August 2008 | 25 August 2014 | 10.90 | 486,251 |
| 2005 | 16 September 2005 | 16 September 2009 | 15 September 2015 | 15.90 | 623,269 |
| 2006 | 14 September 2006 | 15 September 2010 | 14 September 2016 | 18.30 | 795,771 |
| 2006 | 14 December 2006 | 15 December 2010 | 14 December 2016 | 21.73 | 394,500 |
| 2007 | 13 September 2007 | 13 September 2011 | 12 September 2017 | 17.58 | 1,417,000 |
| 2008 | 22 May 2008 | 22 May 2012 | 21 May 2018 | 15.63 | 279,000 |
| 2008 | 10 September 2008 | 11 September 2012 | 10 September 2018 | 15.63 | 1,199,000 |
| 2009 | 23 March 2009 | 23 March 2013 | 22 March 2019 | 14.92 | 1,403,500 |
| 2009 | 25 November 2009 | 25 November 2013 | 25 November 2019 | 17.12 | 88,500 |
| 2010 | 18 March 2010 | 19 March 2014 | 19 March 2020 | 18.40 | 1,378,000 |
| 2010 | 12 October 2010 | 13 October 2014 | 13 October 2020 | 17.79 | 37,710 |
| 2011 | 22 March 2011 | 23 March 2015 | 23 March 2021 | 19.71 | 701,500 |
| 2011 | 1 September 2011 | 2 September 2015 | 2 September 2021 | 15.71 | 308,500 |
| 2012 | 23 March 2012 | 24 March 2016 | 24 March 2022 | 20.17 | 938,000 |
| 2013 | 21 March 2013 | 22 March 2017 | 22 March 2023 | 22.25 | 716,000 |
| 2013 | 2 October 2013 | 3 October 2017 | 3 October 2023 | 24.65 | 170,000 |
| 2013 | 21 November 2013 | 22 November 2017 | 22 November 2023 | 25.82 | 25,000 |
| 2014 | 20 March 2014 | 21 March 2018 | 20 March 2024 | 25.06 | 694,875 |
| 2014 | 1 December 2014 | 2 December 2018 | 1 December 2024 | 24.41 | 9,000 |
The stock options can be exercised after four years regardless of whether the employee is still actively employed by the Group.
The terms and conditions of the stock options plans of 20 March 2014 and 1 December 2014, which are similar to those previously granted by SCOR (notably with regards to the presence condition), provide that the options allocated to Partners can be exercised at the earliest four years after the grant date, if the presence condition is met in addition to the satisfaction of certain performance conditions.
The exercise of all of the stock options allocated in 2014 is subject to performance conditions which are based on the strict observance of the principles set forth in the SCOR Code of Professional Conduct and on the solvability ratio, SCOR Global P&C's combined ratio, SCOR Global Life's technical margin and the SCOR group's ROE in 2014 and 2015.
The table below presents the changes and the current stock options plans at the end of the year along with the average corresponding exercise price.
| 2014 | 2013 | ||||
|---|---|---|---|---|---|
| Average | Average | ||||
| Number of options |
exercise price in EUR per share |
Number of options |
exercise price in EUR per share |
||
| Outstanding options at 1 January | 7,324,168 | 18.23 | 8,094,030 | 17.77 | |
| Options granted during the period | 703,875 | 25.05 | 911 | 22.80 | |
| Options exercised during the period | 711,022 | 16.52 | 1,251,162 | 16.04 | |
| Options expired during the period | 6,911 | 10.90 | 223,219 | 32.91 | |
| Options forfeited during the period | 75,728 | 18.23 | 206,481 | 17.87 | |
| Outstanding options at 31 December | 7,234,382 | 19.07 | 7,324,168 | 18.23 | |
| Exercisable at 31 December | 3,914,507 | 16.97 | 3,397,668 | 16.35 |
The average weighted remaining life of the options for 2014 and 2013 was 5.52 and 5.98 years respectively.
The fair value of options is estimated by using the Black & Scholes method which takes into account the terms and conditions under which the options were granted. The following table lists the characteristics used at the end of 2014, 2013 and 2012:
| 1 December 2014 Plan |
20 March 2014 Plan |
21 November 2013 Plan |
2 October 2013 Plan |
21 March 2013 Plan |
23 March 2012 Plan |
|
|---|---|---|---|---|---|---|
| Fair value at grant date (EUR) | 1.40 | 1.80 | 2.00 | 2.15 | 2.28 | 3.10 |
| Exercise price (EUR) | 24.41 | 25.06 | 25.82 | 24.65 | 22.25 | 20.17 |
| Expected life | 4 years | 4 years | 4 years | 4 years | 4 years | 4 years |
| Historical volatility | 18.34% | 21.29% | 21.86% | 20.30% | 22.23% | 29.11% |
| Dividend | 5.03% | 5.03% | 5.03% | 5.03% | 5.03% | 5.58% |
| Risk-free interest rate | 0.292% | 1.004% | 1.006% | 1.155% | 0.870% | 1.924% |
(1) The historical volatility used to determine the fair value of stock options is based on the historical volatility over periods corresponding to the expected average maturity of the options granted, which is partially adjusted to eliminate extreme deviations and to better reflect long-term trends.
The Group also awards free shares to its employees under the following terms:
| Number of shares originally | Estimated price on grant | ||
|---|---|---|---|
| Date of grant | Date of vesting | granted | date |
| 22 September 2004 | 10 January 2005 | 1,962,555 | EUR 1.20 |
| 7 December 2004 | 10 January 2005 | 2,434,453 | EUR 1.41 |
| 7 December 2004 | 10 November 2005 | 2,418,404 | EUR 1.41 |
| 7 November 2005 | 1 September 2007 | 8,471,998 | EUR 1.584 |
| 4 July 2006 | 5 July 2008 | 8,030,000 | EUR 1.638 |
| 7 November 2006 | 8 November 2008 | 666,000 | EUR 1.988 |
| 21 November 2006 | 22 November 2008 | 2,760,000 | EUR 2.108 |
| 24 May 2007 | 24 May 2009 | 1,442,000 | EUR 20.85 |
| 7 May 2008 | 8 May 2010 | 195,000 | EUR 15.63 |
| 7 May 2008 | 8 May 2012 | 84,000 | EUR 15.63 |
| 26 August 2008 | 27 August 2010 | 427,500 | EUR 15.16 |
| 26 August 2008 | 27 August 2012 | 771,500 | EUR 15.16 |
| 3 March 2009 | 4 March 2011 | 65,800 | EUR 15.155 |
| 3 March 2009 | 4 March 2013 | 149,600 | EUR 15.155 |
| 16 March 2009 | 17 March 2011 | 593,500 | EUR 15.085 |
| 16 March 2009 | 17 March 2013 | 694,000 | EUR 15.085 |
| 15 April 2009 | 16 April 2011 | 30,500 | EUR 16.29 |
| 15 April 2009 | 16 April 2013 | 85,500 | EUR 16.29 |
| 25 November 2009 | 26 November 2011 | 72,000 | EUR 16.66 |
| 25 November 2009 | 26 November 2013 | 16,500 | EUR 16.66 |
| 2 March 2010 | 3 March 2012 | 746,430 | EUR 18.25 |
| 2 March 2010 | 3 March 2014 | 862,130 | EUR 18.25 |
| 12 October 2010 | 13 October 2012 | 26,500 | EUR 17.91 |
| 12 October 2010 | 13 October 2014 | 18,410 | EUR 17.91 |
| 17 December 2010 | 18 December 2014 | 6,120 | EUR 19.00 |
| 7 March 2011 | 8 March 2013 | 663,480 | EUR 21.06 |
| 7 March 2011 | 8 March 2015 | 687,060 | EUR 21.06 |
| 1 September 2011 | 2 September 2013 | 15,800 | EUR 16.68 |
| 1 September 2011 | 2 September 2015 | 320,850 | EUR 16.68 |
| 1 September 2011 (LTIP) | 2 September 2017 | 415,500 | EUR 16.68 |
| 1 September 2011 (LTIP) | 2 September 2019 | 297,500 | EUR 16.68 |
| 12 December 2011 | 13 December 2013 | 51,340 | EUR 17.44 |
| 12 December 2011 | 13 December 2015 | 108,480 | EUR 17.44 |
| 19 March 2012 | 20 March 2014 | 464,600 | EUR 20.49 |
| 19 March 2012 | 20 March 2016 | 1,226,340 | EUR 20.49 |
| 3 May 2012 | 4 May 2014 | 125,000 | EUR 19.815 |
| 26 July 2012 | 27 July 2014 | 3,180 | EUR 19.265 |
| 26 July 2012 (LTIP) | 27 July 2018 | 57,500 | EUR 19.265 |
| 26 July 2012 (LTIP) | 27 July 2020 | 51,000 | EUR 19.265 |
| 30 October 2012 | 31 October 2014 | 74,400 | EUR 20.33 |
| 30 October 2012 | 31 October 2016 | 24,000 | EUR 20.33 |
| 05 March 2013 | 06 March 2015 | 528,800 | EUR 22.215 |
| 05 March 2013 | 06 March 2017 | 878,450 | EUR 22.215 |
| 05 March 2013 (LTIP) | 06 March 2019 | 85,500 | EUR 22.215 |
| 05 March 2013 (LTIP) | 06 March 2021 | 232,500 | EUR 22.215 |
| 02 October 2013 | 03 October 2017 | 304,300 | EUR 24.66 |
| 05 November 2013 | 05 November 2015 | 61,200 | EUR 25.635 |
| 05 November 2013 | 05 November 2017 | 13,500 | EUR 25.635 |
| 18 December 2013 | 18 December 2016 | 9,500 | EUR 25.135 |
| 18 December 2013 | 18 December 2018 | 28,000 | EUR 25.135 |
| 4 March 2014 | 5 March 2016 | 641,335 | EUR 24.70 |
| 4 March 2014 | 5 March 2018 | 1,263,695 | EUR 24.70 |
| 4 March 2014 (LTIP) | 5 March 2020 | 31,500 | EUR 24.70 |
| 4 March 2014 (LTIP) | 5 March 2022 | 88,500 | EUR 24.70 |
| Number of shares originally | Estimated price on grant | ||
|---|---|---|---|
| Date of grant | Date of vesting | granted | date |
| 30 July 2014 | 31 July 2016 | 3,490 | EUR 24.235 |
| 5 November 2014 | 6 November 2016 | 7,500 | EUR 24.475 |
| 5 November 2014 | 6 November 2018 | 27,500 | EUR 24.475 |
| 1 December 2014 | 2 December 2017 | 7,000 | EUR 25.18 |
| 1 December 2014 | 2 December 2019 | 21,000 | EUR 25.18 |
The terms and conditions of the performance share plans of 4 March 2014 (except Long Term Incentive Plan - LTIP) and 5 November 2014, similar to those usually granted by SCOR (notably with regards to the presence conditions for the first two years) provide that after the vesting period of two years for beneficiaries tax resident in France (and an obligation to retain shares for a period of two years after the end of the vesting period) and of four years for beneficiaries not tax resident in France, the final acquisition of these shares will be subject to the condition of presence of two years and to the satisfaction of performance conditions.
The terms and conditions of the performance share LTIP plan of 4 March 2014, provide that after the vesting period of six years for beneficiaries tax resident in France (and an obligation to retain shares for a period of two years after the end of the vesting period) and of eight years for beneficiaries not tax resident in France, the final acquisition of these shares will be subject to the condition of presence of six years for each beneficiary and to the satisfaction of performance conditions.
The collective free shares plan of 30 July 2014 is neither subject to performance conditions nor subject to presence conditions. The final acquisition of these shares is effective, with no condition, two years after grant date.
The terms and conditions of the performance share plan of 1 December 2014, provide that after the vesting period of three years for beneficiaries tax resident in France (and an obligation to retain shares for a period of two years after the end of the vesting period) and of five years for beneficiaries not tax resident in France, the final acquisition of these shares will be subject to the condition of presence of three years and to the satisfaction of performance conditions.
All grants of the performance share plan of 4 March 2014 (except LTIP), 5 November 2014 and 1 December 2014 to the Chairman and Chief Executive Officer, to the other members of the COMEX, to the Executive Global Partners and to the Senior Global Partners and half of the allocation to the other Partner beneficiaries (less Senior Global Partners), are subject to performance conditions which are based on the strict observance of the principles set forth in the SCOR Code of Professional Conduct and on the solvency ratio, SCOR Global P&C's combined ratio, SCOR Global Life's technical margin and the SCOR group's ROE in 2014 and 2015. The grants of the share plan of 4 March 2014 to the Non Partners are not subject to performance conditions.
All the LTIP plan of 4 March 2014 shares are subject to the same performance conditions as described above, and to the comparison of a financial market condition of SCOR with its main peers.
The fair value of the free shares corresponds to the market value adjusted for dividends and non-transferability costs, estimated using a forward acquisition/disposal method. The following table lists the characteristics used at the end of 2014, 2013 and 2012:
| 1 December 2014 Plan |
5 November 2014 Plan |
30 July 2014 Plan |
4 March 2014 Plan |
4 March 2014 Plan (LTIP) |
||
|---|---|---|---|---|---|---|
| Fair value at grant date (EUR) |
French residents | 20.12 | 20.67 | 20.47 | 20.85 | 9.94 |
| Non-French residents | 18.05 | 18.56 | 20.47 | 18.71 | 8.25 | |
| Vesting period | French residents | 3 years | 2 years | 2 years | 2 years | 6 years |
| Non-French residents | 5 years | 4 years | 2 years | 4 years | 8 years | |
| Dividend | 5.03% | 5.03% | 5.03% | 5.03% | 5.03% | |
| Risk-free interest rate | 0.292% | 0.189% | 0.332% | 0.655% | 1.22% |
| 18 December 2013 Plan |
5 November 2013 Plan |
2 October 2013 Plan |
5 March 2013 Plan |
5 March 2013 Plan (LTIP) |
||
|---|---|---|---|---|---|---|
| Fair value at grant date | French residents | 20.05 | 21.64 | - | 18.75 | 9.08 |
| (EUR) | Non-French residents | 17.98 | 19.42 | 18.68 | 16.83 | 7.51 |
| Vesting period | French residents | 3 years | 2 years | - | 2 years | 6 years |
| Non-French residents | 5 years | 4 years | 4 years | 4 years | 8 years | |
| Dividend | 5.03% | 5.03% | 5.03% | 5.03% | 5.03% | |
| Risk-free interest rate | 1.139% | 0.777% | 0.879% | 0.688% | 1.23% |
| 30 October 2012 Plan |
26 July 2012 Plan |
26 July 2012 Plan (LTIP) |
3 May 2012 Plan |
19 March 2012 Plan |
||
|---|---|---|---|---|---|---|
| Fair value at grant | French residents | 16.96 | 16.07 | 7.49 | 16.51 | 17.06 |
| date (EUR) | Non-French residents | 15.04 | - | 6.09 | - | 15.13 |
| Vesting period | French residents | 2 years | 2 years | 6 years | 2 years | 2 years |
| Non-French residents | 4 years | - | 8 years | - | 4 years | |
| Dividend | 5.58% | 5.58% | 5.58% | 5.58% | 5.58% | |
| Risk-free interest rate | 0.78% | 0.804% | 1.51% | 1.428% | 1.613% |
The main components of income taxes for the years ended 31 December 2014, 2013 and 2012 are presented below:
| In EUR million | 2014 | 2013 | 2012 |
|---|---|---|---|
| Amounts reported in the consolidated statements of income | |||
| Current tax - current year | (164) | (124) | (152) |
| Current tax - prior years | (6) | (17) | 14 |
| Deferred taxes due to temporary differences | (15) | 52 | 44 |
| Deferred taxes from tax losses carried-forward | 20 | (5) | (16) |
| Changes in deferred taxes due to changes in tax rates or tax law | (1) | 3 | 2 |
| INCOME TAX (EXPENSE) / BENEFIT REPORTED IN STATEMENT OF INCOME |
(166) | (91) | (108) |
| INCOME TAX (EXPENSE) / BENEFIT REPORTED IN EQUITY | (31) | 9 | (73) |
A reconciliation of the income tax expense, obtained by applying the French tax rate of 38.00% for 2014 and 2013 and 36.10% for 2012 to income before income taxes to the actual income tax expense recorded in the statement of income is presented in the table below. The effective tax rate in 2014 is 24.5% (2013: 14.2% and 2012: 20.4%).
The main reconciling items are due to the difference between local income tax rate of each taxable entity and the Group tax rate, permanent differences reported by each entity, reduced rates and specific items.
| In EUR million | 2014 | 2013 | 2012 |
|---|---|---|---|
| Income before income tax | 675 | 640 | 526 |
| Theoretical income tax at 38.00% (for 2014 and 2013) and 36.10% (for 2012) | (257) | (243) | (190) |
| Reconciling items to actual income tax (expense) / benefit | |||
| Differences between French and local tax rates | 106 | 120 | 91 |
| Tax-exempt income | 26 | 88 | 4 |
| Non-deductible expenses | (28) | (38) | (15) |
| Write-down and reversal of previous write-down of deferred tax assets | (1) | - | (3) |
| Change in tax risk provision | (17) | (2) | (1) |
| Non creditable / refundable withholding tax | (1) | - | (3) |
| Change in tax rates | (1) | 3 | 2 |
| Share based payments | 2 | (1) | (8) |
| Income taxes prior years | 1 | (13) | 16 |
| Others | 4 | (5) | (1) |
| ACTUAL TAX (EXPENSE) / BENEFIT | (166) | (91) | (108) |
Further to the 2014 Finance Bill which triggered an increase of the exceptional contribution on income tax ("contribution exceptionnelle sur l'impôt sur les sociétés") which had led the overall French income tax rate to increase from 36.10% to 38.00% and which was expected to be applicable in 2013 and 2014, a new finance bill passed in 2015 extended the application of this surcharge for one additional year. As a result, the income tax rate of 38.00% will be applicable for fiscal years 2013 to 2015 and will be 34.43% again from fiscal year 2016 onwards. This temporary tax rate change is not expected to have a material impact on the net deferred tax assets of the French tax group and, consequently, it has not been taken into account for the measurement of deferred taxes.
The reduction in differences between French and local tax rates in 2014 as compared to 2013 reflects the change in the tax rate mix for the Group.
2013 included the recognition of tax-exempt gains from bargain purchase for the acquisitions of Generali U.S. and MRM S.A. of EUR 69 million and EUR 10 million respectively.
Income tax risk provisions have been reviewed and adjusted as part of the regular tax risk provisioning process.
Income taxes from prior years are mainly due to the finalization of income tax returns.
In the 2013 finance bill an additional 7% exit tax of 2010 on the capitalization reserve position as at 31 December 2009 was enacted resulting in an additional income tax expense in the year 2012 of EUR 12 million.
The standard tax rates for the primary locations in which the Group has operations are as follows:
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| France | 38.00% | 38.00% | 36.10% |
| Switzerland | 21.15% | 21.15% | 21.17% |
| Germany | 32.45% | 32.45% | 32.45% |
| Ireland | 12.50% | 12.50% | 12.50% |
| United Kingdom | 21.50% | 23.25% | 24.50% |
| United States | 35.00% | 35.00% | 35.00% |
| Singapore | 17.00% | 17.00% | 17.00% |
| 2014 | 2013 | 2012 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| In EUR million | Before tax amount |
Tax (expense) benefit |
Net of tax amount |
Before tax amount |
Tax (expense) benefit |
Net of tax amount |
Before tax amount |
Tax (expense) benefit |
Net of tax amount |
| Remeasurements of post employment benefits |
(43) | 7 | (36) | 9 | (3) | 6 | (16) | 8 | (8) |
| Items that will not be reclassified subsequently to profit |
|||||||||
| or loss | (43) | 7 | (36) | 9 | (3) | 6 | (16) | 8 | (8) |
| Effect of changes in foreign exchange rates |
361 | 7 | 368 | (163) | (2) | (165) | (20) | 8 | (12) |
| Revaluation of assets available for sale |
236 | (56) | 180 | (89) | 24 | (65) | 331 | (98) | 233 |
| Shadow accounting | (36) | 9 | (27) | 29 | (9) | 20 | 8 | 3 | 11 |
| Net gains / losses on cash flow hedge |
(8) | 2 | (6) | 8 | (1) | 7 | (25) | 6 | (19) |
| Other changes | 3 | - | 3 | (19) | - | (19) | 2 | - | 2 |
| Items that will be reclassified subsequently to profit or loss |
556 | (38) | 518 | (234) | 12 | (222) | 296 | (81) | 215 |
| TOTAL | 513 | (31) | 482 | (225) | 9 | (216) | 280 | (73) | 207 |
Deferred tax assets and liabilities and the related expense or benefit as at and for the years ended 31 December 2014, 2013 and 2012 were generated by the following items:
| Balance sheet as at 31 December | Deferred taxes benefits (expense) for the period |
||||||
|---|---|---|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | |
| Deferred tax liabilities | |||||||
| Deferred acquisition costs | (102) | (87) | (37) | (14) | 38 | (24) | |
| Unrealized revaluations and temporary differences on investments |
(170) | (127) | (117) | 16 | (44) | (5) | |
| Equalization reserves | (118) | (109) | (101) | (9) | (11) | (9) | |
| Value of business acquired | (274) | (264) | (190) | 25 | (17) | 7 | |
| Financial instruments | (36) | (13) | (22) | (7) | 5 | (20) | |
| Claims reserves | (124) | (96) | (110) | (43) | 12 | (14) | |
| Other temporary differences | (103) | (134) | (179) | (2) | (13) | 10 | |
| Elimination of internal capital gains | - | - | (7) | - | - | (13) | |
| TOTAL DEFERRED TAX LIABILITIES | (927) | (830) | (763) | (34) | (30) | (68) | |
| Deferred tax assets | |||||||
| Unrealized revaluations and temporary differences on investments |
51 | 36 | 44 | 25 | (34) | 4 | |
| Retirement scheme | 28 | 17 | 6 | 1 | 4 | (6) | |
| Net operating losses for carry forward | 671 | 651 | 639 | 20 | 12 | (7) | |
| Financial instruments | 40 | 25 | 5 | 9 | 7 | (2) | |
| Claims reserves | 180 | 116 | 59 | 14 | 27 | 5 | |
| Shadow accounting | 10 | - | 10 | - | - | - | |
| Other temporary differences | 384 | 432 | 350 | (31) | 64 | 104 | |
| Elimination of internal capital gains | - | - | 8 | - | - | - | |
| TOTAL DEFERRED TAX ASSETS | 1,364 | 1,277 | 1,121 | 38 | 80 | 98 |
In accordance with IFRS deferred tax netting rules, the amount of deferred tax liabilities and deferred tax assets stated in the balance sheet are as follows:
| BALANCE SHEET AMOUNTS AS AT 31 DECEMBER | 2014 | 2013 | 2012 |
|---|---|---|---|
| Deferred tax liabilities | (388) | (366) | (331) |
| Deferred tax assets | 825 | 813 | 689 |
| NET DEFERRED TAX ASSETS (LIABILITIES) | 437 | 447 | 358 |
As at 31 December 2014, the operating tax losses available for carry-forward expire as follows:
| Available tax losses | Tax losses carried forward for which no |
At 31 December 2014 Deferred tax asset |
At 31 December 2013 Deferred tax asset |
|
|---|---|---|---|---|
| In EUR million | carried forward | DTA is recognized | recognized | recognized |
| 2014 | - | - | - | 3 |
| 2015 | - | - | - | - |
| 2016 | - | - | - | - |
| 2017 | - | - | - | - |
| 2018 | - | - | - | - |
| Thereafter | 619 | 8 | 205 | 193 |
| Indefinite | 1,499 | 131 | 466 | 455 |
| TOTAL | 2,118 | 139 | 671 | 651 |
Recognition of deferred tax assets on tax losses carried forward is assessed on the availability of sufficient future taxable income and local tax rules - i.e. unlimited carry forward in France and 20 year carry forward period in the United States. Under French Tax Law on tax loss carry forward, the utilization of tax losses is capped to EUR 1 million plus 50% of the remaining current year taxable result. The forecast of taxable income is based on the main assumptions described in Note 1 - Accounting principles and methods. SCOR expects to utilize all recognized tax loss carry forwards before expiry. The operating losses which have not been recognized as deferred tax assets relate primarily to the French tax Group.
The tables below show the analysis by type of investment income and split by category of financial assets:
| ANALYSIS BY TYPE | |||
|---|---|---|---|
| In EUR million | 2014 | 2013 | 2012 |
| Interest income on investments | 275 | 232 | 247 |
| Dividends | 14 | 26 | 34 |
| Rental income from real estate | 48 | 50 | 38 |
| Other income (including cash and cash equivalents) | 12 | 9 | 11 |
| Other investments expenses | (15) | (14) | (14) |
| Investment revenues | 334 | 303 | 316 |
| Interest income on funds withheld and contract deposit | 193 | 191 | 213 |
| Interest expense on funds withheld and contract deposit | (13) | (15) | (11) |
| Interest on deposits | 180 | 176 | 202 |
| Realized gains and losses on investments | 135 | 130 | 161 |
| Change in fair value of investments | 8 | 15 | 8 |
| Investment impairment | (3) | (74) | (72) |
| Real estate amortization and impairment | (28) | (23) | (15) |
| Change in investment impairment and amortization | (31) | (97) | (87) |
| Currency gains / (losses) | 11 | (10) | 23 |
| INVESTMENT INCOME | 637 | 517 | 623 |
| In EUR million | 2014 | 2013 | 2012 |
|---|---|---|---|
| Real estate investments | 35 | 60 | 59 |
| Available for sale investments | 446 | 213 | 452 |
| Investments at fair value through income | 7 | 18 | 13 |
| Loans and receivables | 192 | 178 | 193 |
| Derivative instruments | (28) | 13 | (4) |
| Other (including cash and cash equivalents), net of other investment | |||
| expenses | (15) | 35 | (90) |
| TOTAL | 637 | 517 | 623 |
Investment income excludes income from life reinsurance contracts that do not meet the risk transfer criteria (presented in the investment income line of the 2013 Registration Document). The net investment income previously reported in the 2013 Registration Document were EUR 512 and 566 million for the years ended December 31, 2013 and 2012, respectively.
The table below shows the net results of retrocession for the years ended 31 December 2014, 2013 and 2012:
| 2014 | 2013 | 2012 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| In EUR million | SCOR Global Life |
SCOR Global P&C |
Total | SCOR Global Life |
SCOR Global P&C |
Total | SCOR Global Life |
SCOR Global P&C |
Total |
| Ceded written premiums | (660) | (518) | (1,178) | (591) | (532) | (1,123) | (531) | (445) | (976) |
| Change in ceded unearned premiums | 1 | 30 | 31 | - | 11 | 11 | - | 8 | 8 |
| Ceded earned premiums | (659) | (488) | (1,147) | (591) | (521) | (1,112) | (531) | (437) | (968) |
| Ceded claims | 438 | 167 | 605 | 258 | 237 | 495 | 458 | 177 | 635 |
| Ceded commissions | 108 | 49 | 157 | 112 | 52 | 164 | 95 | 49 | 144 |
| Net results of retrocession | (113) | (272) | (385) | (221) | (232) | (453) | 22 | (211) | (189) |
Other operating and administrative expenses include expenses incurred by the Group, excluding gross commissions, as follows:
| In EUR million | 2014 | 2013 | 2012 |
|---|---|---|---|
| Staff costs | 390 | 372 | 329 |
| Taxes other than income taxes | 9 | 16 | 18 |
| Other costs | 251 | 211 | 241 |
| (1) OTHER OPERATING AND ADMINISTRATIVE EXPENSES |
650 | 599 | 588 |
(1) Operating and administrative expenses include Generali U.S. costs from October 2013 onwards
| In EUR million | 2014 | 2013 | 2012 |
|---|---|---|---|
| Acquisition and administrative expenses | 414 | 373 | 349 |
| Investment management expenses | 40 | 36 | 30 |
| Claims settlement expenses | 42 | 35 | 32 |
| Other current operating expenses | 153 | 155 | 177 |
| OTHER OPERATING AND ADMINISTRATIVE EXPENSES | 650 | 599 | 588 |
| Ernst&Young | Mazars | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount (excluding taxes) |
% | Amount (excluding % taxes) |
Amount (excluding taxes) |
% | ||||||||
| In EUR thousands |
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
| (1) Audit |
4,816 | 4,193 | 82% | 93% | 3,186 | 3,314 | 92% | 95% | 8,002 | 7,507 | 85% | 94% |
| SCOR SE | 823 | 986 | 14% | 22% | 828 | 991 | 24% | 28% | 1,651 | 1,977 | 17% | 25% |
| Fully consolidated subsidiaries |
3,993 | 3,207 | 68% | 71% | 2,358 | 2,323 | 68% | 67% | 6,351 | 5,530 | 68% | 69% |
| Other audit (2) related |
915 | 268 | 15% | 6% | 261 | 179 | 8% | 5% | 1,176 | 447 | 13% | 5% |
| SCOR SE | 246 | 138 | 4% | 3% | 188 | 80 | 6% | 2% | 434 | 218 | 5% | 3% |
| Fully consolidated subsidiaries |
669 | 130 | 11% | 3% | 73 | 99 | 2% | 3% | 742 | 229 | 8% | 2% |
| (3) Other |
191 | 69 | 3% | 1% | 11 | 5 | - | - | 202 | 74 | 2% | 1% |
| Legal tax social security |
171 | 62 | 3% | 1% | 11 | 3 | - | - | 182 | 65 | 2% | 1% |
| Other | 20 | 7 | - | - | - | 2 | - | - | 20 | 9 | - | - |
| TOTAL | 5,922 | 4,530 | 100% | 100% | 3,458 | 3,498 | 100% | 100% | 9,380 | 8,028 | 100% | 100% |
(1) Statutory audit and certification of local and consolidated financial statements
(2) Other specific audit assignment related to statutory audit
(3) Other services, rendered by the Auditors to the fully-consolidated companies and due diligence
Basic and diluted earnings per share are calculated as follows for the years ended 31 December 2014, 2013 and 2012 respectively:
| At 31 December 2014 | At 31 December 2013 | At 31 December 2012 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In EUR million | Net income (numerator) |
Shares, (1) (denomi nator) (thousands) |
Net income per share (EUR) |
Net income (numerator) |
Shares, (denomi nator) (thousands) |
Net (1) income per share (EUR) |
Net income (numerator) |
Shares, (denomi nator) (thousands) |
Net (1) income per share (EUR) |
|
| Net income - Group share |
512 | - | - | 549 | - | - | 418 | - | - | |
| Basic earnings per share |
||||||||||
| Net income attributable to ordinary shareholders |
512 | 186,070 | 2.75 | 549 | 185,041 | 2.96 | 418 | 183,841 | 2.28 | |
| Diluted earnings per share |
||||||||||
| Dilutive effects | - | - | - | - | - | - | - | - | - | |
| Stock options and share-based (2) compensation |
- | 2,496 | - | - | 3,270 | - | - | 3,070 | - | |
| Net income attributable to ordinary shareholders and estimated |
||||||||||
| conversions | 512 | 188,566 | 2.72 | 549 | 188,311 | 2.91 | 418 | 186,911 | 2.24 |
(1) Average number of shares during the period. See Note 1 of the consolidated financial statements (2) Calculated assuming all options are exercised where the average SCOR share price for the year exceeds the option exercise price
The exercise of stock options has consistently led to treasury shares being cancelled as decided by the General Meeting of the Company in order to avoid any dilutive effect of such exercise upon the share capital.
Parties are considered to be related if one party has the ability to directly or indirectly control the other party or exercise significant influence over the other party in making financial or operational decisions.
The Group's related parties include:
The Group has several business relationships with related parties. Transactions with such parties are made in the ordinary course of business and on substantially the same terms and conditions including interest rates and collateral as those prevailing at the time for comparable transactions with other parties.
SCOR SE is the ultimate parent of the Group. As noted above transactions between SCOR SE and its subsidiaries meet the definition of related party transactions. Where these transactions are eliminated in consolidation they are not disclosed in the Group's financial statements. A list of the Group's subsidiaries, associates and joint venture is shown below.
Key management personnel are those individuals having responsibility and authority for planning directing and controlling the activities of the Group. The Group considers that the members of the Executive Committee and the Board constitute key management personnel for the purposes of IAS 24.
The total gross compensation of key management personnel, which include short-term employee benefits, postemployment benefits, other long-term benefits, termination benefits and share-based payments, for the years ended December 31 2014, 2013, and 2012 is outlined below.
The total gross cash compensation of key management personnel for 2014, 2013, and 2012 financial years is presented below:
| In EUR | 2014 | 2013 | 2012 |
|---|---|---|---|
| Fixed compensation | 4,857,600 | 5,018,427 | 5,378,043 |
| Variable compensation | 4,140,922 | 3,723,473 | 3,173,762 |
| Profit sharing | 19,910 | 28,820 | 28,534 |
| Premiums / allowances | 96,936 | 106,196 | 140,702 |
| TOTAL CASH COMPENSATION | 9,115,368 | 8,876,916 | 8,721,041 |
No retirement benefits (or commitments) have been paid to key management personnel during the past three years.
The total commitment of the Group for defined benefit retirement plans for the eligible members of the Executive Committee in France, Germany and Switzerland amounts to EUR 47 million(1) as at 31 December 2014 (EUR 38 million as at 31 December 2013 and EUR 33 million as at 31 December 2012).
Each member of the Executive Committee benefits from the use of a vehicle for business purposes. The Chairman and Chief Executive Officer has a company car (with a shared driver).
Certain members of the Executive Committee receive a housing allowance because of their dual duties in two geographically separated units.
In the case of departure of the Chairman and Chief Executive Officer during the current financial year:
(ii) paid as soon as the Company's financial statements for prior year are settled by the Board of Directors.
In the event of termination of the Chairman and Chief Executive Officer, the benefits he may be allocated would be determined according to the following situations:
The performance condition (C_n), determined by the Board of Directors, upon the recommendation of the Compensation and Nomination Committee, will be met for the current year if at least 3 out of 4 criteria below are fulfilled.
(1) This amount takes into account changes in the pension tax rate (from 30 to 45% for French beneficiaries) when pension annuities are above 8 annual social security ceilings.
The Board of Directors, upon the recommendation of the Compensation and Nomination Committee will observe whether or not the performance conditions have been met.
In the event of a change in the structure of the share capital of the Company, if a member of the Executive Committee is dismissed (except for reason of serious or gross misconduct) or if he decides to resign, he will benefit from:
(i) a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure,
(ii) a cash payment compensating him for his inability to exercise stock options granted prior to his departure date and which he would be unable to exercise due to the vesting period conditions set forth in the applicable stock option plan, in an amount to be determined by an independent expert using the "Black-Scholes" pricing model, and
(iii) a cash payment compensating him for his inability to definitively acquire Ordinary Shares of SCOR SE granted to him for free prior to his departure and which he would be unable to acquire due to the terms and conditions of the applicable free share allocation plan. The amount of this cash payment is equal to the product of the number of shares concerned by the average value of the opening prices of the Ordinary Shares of SCOR SE in the Paris Stock exchange during the twenty trading days preceding the date of the change in the structure.
SCOR SE PROVIDES SERVICES AND BENEFITS TO ITS SUBSIDIARY COMPANIES OPERATING IN FRANCE AND WORLDWIDE AS FOLLOWS
Rendering of technical support in relation to risk management information technology and reinsurance services: services are charged for annually on an arms' length basis.
Issue of share options and share awards to employees of subsidiaries: costs are charged for annually based on the underlying value of the awards granted calculated in accordance with the guidance set out in IFRS 2. See Note 18 - Stock options and share awards for further details.
SCOR SE provides parental guarantees to a number of operating subsidiaries. These guarantees cover all of these subsidiaries' payment obligations under the insurance and reinsurance contracts issued by them. These guarantees are unconditional and continuing and shall be binding upon SCOR SE as guarantor and its successors and assigns. The owners of the insurance and reinsurance contracts issued by these subsidiaries are express third party beneficiaries of these guarantees. The obligations of SCOR SE as guarantor under these guarantees rank pari passu with all other unsecured indebtedness of SCOR SE.
The subsidiaries which benefitted from the SCOR SE parent guarantee in 2014 are the following:
Loans
SCOR SE provides loans to Group companies in the normal course of business remunerated at market rates.
| 2014 Percentage | 2013 Percentage | ||||||
|---|---|---|---|---|---|---|---|
| Country | Control | Interest | Control | Interest | Consolidation method |
||
| SCOR SE and its direct subsidiaries | |||||||
| SCOR SE | France | 100 | 100 | 100 | 100 | Parent | |
| General Security Indemnity Company of Arizona | US | 100 | 100 | 100 | 100 | Full | |
| General Security National Insurance Company | US | 100 | 100 | 100 | 100 | Full | |
| SCOR Africa Ltd. | South Africa | 100 | 100 | 100 | 100 | Full | |
| SCOR Global Investments SE | France | 100 | 100 | 100 | 100 | Full | |
| SCOR Perestrakhovaniye | Russia | 100 | 100 | 100 | 100 | Full | |
| SCOR Reinsurance Company | US | 100 | 100 | 100 | 100 | Full | |
| SCOR U.S. Corporation | US | 100 | 100 | 100 | 100 | Full | |
| SCOR Brasil Participações Ltda. | Brazil | 100 | 100 | - | - | Full | |
| SCOR Global LIFE SE and its subsidiaries | |||||||
| SCOR Global Life SE | France | 100 | 100 | 100 | 100 | Full | |
| GENERALI Reassurance (Bermuda) Ltd. Company | UK | 100 | 100 | 100 | 100 | Full | |
| SCOR Financial Services | Ireland | 100 | 100 | 100 | 100 | Full | |
| Revios Canada Holding Corp. Ltd. | Canada | 100 | 100 | 100 | 100 | Full | |
| Revios Canada Ltd. | Canada | 100 | 100 | 100 | 100 | Full | |
| SCOR Global Life USA Holdings Inc. | US | 100 | 100 | 100 | 100 | Full | |
| SCOR Global Life Americas Reinsurance Company | US | 100 | 100 | 100 | 100 | Full | |
| SCOR Global Life Americas Holding Inc. (Delaware) | US | 100 | 100 | 100 | 100 | Full | |
| SCOR Global Life Reinsurance Company of Delaware |
US | 100 | 100 | 100 | 100 | Full | |
| SCOR Global Life Reinsurance International | |||||||
| (Barbados) Ltd. | Barbados | 100 | 100 | 100 | 100 | Full | |
| SCOR Global Life Reinsurance Ireland Ltd. | Ireland | 100 | 100 | 100 | 100 | Full | |
| SCOR Global Life USA Reinsurance Company | US | 100 | 100 | 100 | 100 | Full | |
| SCOR Life Insurance Company (SLAC) | US | 100 | 100 | 100 | 100 | Full | |
| SCOR Life Reassurance Company (SLRC) | US | 100 | 100 | 100 | 100 | Full | |
| Quantitative Data Solutions | US | 100 | 100 | 100 | 100 | Full | |
| SCOR Global P&C SE and its subsidiaries | |||||||
| SCOR Global P&C SE | France | 100 | 100 | 100 | 100 | Full | |
| SCOR Canada Reinsurance Company | Canada | 100 | 100 | 100 | 100 | Full | |
| SCOR Reinsurance Asia Pacific Pte Ltd. | Singapore | 100 | 100 | 100 | 100 | Full | |
| SCOR Reinsurance Company (Asia) Ltd. | Hong Kong | 100 | 100 | 100 | 100 | Full | |
| SCOR Global P&C Ireland Ltd. | Ireland | 100 | 100 | 100 | 100 | Full | |
| SCOR Underwriting Ltd. | UK | 100 | 100 | 100 | 100 | Full | |
| SCOR UK Company Limited | UK | 100 | 100 | 100 | 100 | Full | |
| SCOR Holding (Switzerland) AG and its subsidiaries | |||||||
| SCOR Holding (Switzerland) AG | Switzerland | 100 | 100 | 100 | 100 | Full | |
| SCOR Holding (UK) Ltd. | UK | 100 | 100 | 100 | 100 | Full | |
| SCOR Services Switzerland AG | Switzerland | 100 | 100 | 100 | 100 | Full | |
| SCOR Switzerland AG | Switzerland | 100 | 100 | 100 | 100 | Full | |
| Real Estate Businesses | |||||||
| MRM S.A. | France | 59.90 | 59.90 | 59.90 | 59.90 | Full | |
| SCOR Auber | France | 100 | 100 | 100 | 100 | Full |
The general reinsurance regulatory environment requires that underwriting liabilities be collateralized by pledged assets, cash deposits or letters of credit.
Reinsurance commitments are recognized as liabilities within underwriting reserves and are offset by assets which are maintained for the settlement of claims. When the liabilities are not offset by cash deposited with the ceding companies, the underwriting reserves may be covered by pledged securities or letters of credit granted to ceding companies which are disclosed within off-balance sheet commitments.
| In EUR million | 2014 | 2013 |
|---|---|---|
| Commitments received | ||
| Unused lines of credit (1) |
- | 150 |
| Letters of credit - retrocessionaires (2) |
134 | 172 |
| Endorsements, sureties | 4 | - |
| Other commitments received | 105 | - |
| TOTAL COMMITMENTS RECEIVED | 243 | 322 |
| Commitments given | ||
| Letters of credit (3) |
1,521 | 1,466 |
| Pledged securities | 3,231 | 3,789 |
| Endorsements, sureties | 37 | 10 |
| Other commitments given | 203 | 55 |
| TOTAL COMMITMENTS GIVEN | 4,992 | 5,320 |
| Collateral received from retrocessionaires | ||
| TOTAL COLLATERAL RECEIVED FROM RETROCESSIONAIRES (4) | 1,276 | 1,312 |
(1) Unused lines of credit represent those facilities available to the Group to enable it to meet its liquidity requirements. These include overdrafts and lines of credit, but exclude letter of credit facilities. The Group has total letter of credit facilities available to it of USD 598 million, composed of several bilateral lines with international banks. The Group actively monitors the liquidity of its balance sheet and has decided not to renew its overdraft facility of EUR 150 million.
(2) Includes letters of credits received from external retrocessionaires detailed in Note 16 – Net contract liabilities.
(3) Represents the total amount of letter of credits granted by the Group in favor of its cedents, including those issued by banks on behalf of the Group. (4) This is the total carrying amount of financial assets pledged as collateral for liabilities or contingent liabilities, including Securities pledged, deposits received and letters of credit from retrocessionaires detailed in Note 16 – Net contract liabilities
Assets including investment securities, real estate and shares in associates for a total amount of EUR 3,231 million (2013: EUR 3,789 million) have been pledged to certain ceding companies and financial institutions.
Minimum payments under operating lease commitments, estimated minimum rental income amounts received by SCOR as part of its real estate investment activities and commitments to purchase properties are included within Note 5 – Tangible assets and property related commitments and Note 6 - Insurance business investments.
Parental guarantees provided by SCOR SE to a number of operating subsidiaries have been presented within Note 24 – Related party transactions.
In accordance with the terms of its stand by letter of credit facilities, the Group must meet certain minimum requirements relating to net worth. The Group currently meets all such requirements.
The principal risk the Group faces under insurance and reinsurance contracts is that the actual amounts of claims and benefit payments, or the timing thereof, differ from expectations. The frequency of claims, their severity, actual benefits paid, the development of long-tail claims as well as external factors all beyond the Group's control, especially inflation, legal and regulatory developments, and others, have an influence on the principal risk faced by the Group. Additionally, the Group is subject to the underwriting of cedents for certain reinsurance treaties, and to claims management by companies and the data provided by them. In spite of these uncertainties, the Group seeks to ensure that sufficient reserves are available to cover its liabilities (Refer to Section 6.1.3.5 – Reserves).
In addition, the Group could also be exposed to so-called emerging risks, which are risks considered to be new or subject to constant evolution, and thus particularly uncertain in their impact. Examples of such risks are electromagnetic fields, nanotechnology, cyber-risks, climate change, solar storms and anti -microbial resistance.
Generally, SCOR's ability to increase or maintain its portfolios of insurance and reinsurance risks in the Non-Life and Life divisions where it operates may depend on external factors such as economic risks and political risks.
For a detailed description of the risks SCOR faces in its Property and Casualty business, as well as the cyclicality of the business refer to section 4.1.1 – SCOR is Exposed to Diverse Risk Factors in the Non-Life and Life Reinsurance Businesses, A. Non-Life reinsurance. Further see section 4.1.2 – SCOR is Exposed to Losses From Catastrophic Events, for a description of natural and man-made catastrophic events.
Underwriting guidelines in place within SCOR Global P&C specify (i) the underwriting rules and principles to be complied with, (ii) underwriting capacities delegated to the underwriters and pricing actuaries in each of the markets and lines of business in which the Group operates, as well as (iii) the relevant maximum acceptable commitments per risk and per event. They are reviewed and updated annually by the Underwriting Management function and approved by the Chief Executive Officer and Chief Risk Officer of SCOR Global P&C. Any request for deviations from the underwriting guidelines is subject to special referral procedures at two key levels. At the first level, the request is submitted by the underwriting units to the Underwriting Management function, and where applicable, to the Legal Department and/or Financial Department. At the second level, for exposures exceeding certain thresholds or with specified characteristics, the request is submitted by the Underwriting Management function to the Group Risk Management function of SCOR, and to the Chief Executive Officer of SCOR Global P&C.
Pricing guidelines and parameters are set to provide consistency and continuity across the organization but also to take into account differences between markets and lines of business as well as the geographical location of the client and the risks insured. Parameters are revised at least once a year to consider, as the case may be, the changing market conditions and environment. Contracts that meet certain risk thresholds are subject to mandatory peer reviews that have to be performed and documented before the pricing is completed. SCOR Global P&C employs a data system which allows management to monitor and review the results from the pricing tools.
Underwriting cross-reviews are initiated by SCOR Global P&C Risk Management to evaluate the quality of underwriting, pricing and claims handling of particular business units or certain lines of business, to identify and assess risks, to evaluate the appropriateness and effectiveness of controls and to propose risk-management measures, including mitigating actions.
Catastrophe management is split into three sections under SCOR Global P&C: portfolio accumulation, optimization and procedures; research and development; and modeling in support of underwriting. Descriptive guidelines for each of the main business processes are available: 'catastrophe methodologies', 'data quality & modeling', 'accumulation control', 'CAT pricing' and 'system & processes'. For CAT pricing, a matrix organization described in the guidelines has been implemented in each Hub, distributing the responsibility of CAT pricing to the CAT modelers, the pricing actuaries or the underwriter. In addition, a system of CAT referrals has been introduced in excess of a given threshold.
For all SCOR's property business, it evaluates the accumulations generated by potential natural events and other risks. Pursuant to the rules and procedures, Regional Managers from SCOR's natural catastrophes risks modeling team monitors the structure of the portfolio for each region or country and the data is consolidated under the supervision of the Head of natural catastrophes risks modeling.
The Group tracks natural catastrophe accumulation (earthquakes, wind and flood perils…) for all exposed countries worldwide. Depending on the region of the world and the peril in question, it uses a variety of techniques to evaluate and manage its total exposure. The Group quantifies this exposure in terms of a maximum commitment. It defines this maximum commitment, taking into account policy limits, as the potential maximum loss caused by a catastrophe affecting a geographic area, such as a storm, hurricane or earthquake, and occurring within a given return period. SCOR estimates that its potential maximum losses for catastrophes, before retrocession, come from windstorms in Europe, hurricanes in the US, typhoons in Japan or earthquakes in Japan or the US.
The Group makes extensive use of proprietary external models from industry-leading catastrophe model suppliers, including Risk Management Solutions RiskLink® ("RMS") and AIR Worldwide Catrader® ("AIR"), and licenses all the region/peril combinations available from each vendor. In addition, it has access to local cat model expertise for Australia from Risk Frontiers, a commercial provider of tools developed at Macquarie University. Access to multiple external models allows the Group to better appreciate the strengths and limitations of each model and make adjustments where appropriate, and it is well equipped with alumni from the main model providers.
Since 2011, SCOR has operationally used the RMS modeling results format as its common framework for assessing accumulations of natural catastrophe risk, including catastrophe risk management controls (Capacity Monitoring) and provision of data to its internal capital models, and retrocession department.
These tools enable the Group to quantify its exposure in terms of a probable maximum loss ("PML") at various levels of probability for each peril and geographic location. The overall aggregate annual PML per peril, allowing for potential multiple events, provides the information required to determine the level of retrocession and other alternative risk transfer solutions (e.g., catastrophe bonds) that are needed to ensure that the net aggregate exposure remains within predefined tolerance limits.
The probabilistic catastrophe modeling approach captures the uncertainty related to the likelihood of a given event occurring (frequency uncertainty) as well as the uncertainty associated with the amount of loss, given that a particular event has occurred (severity uncertainty). A sound understanding of the uncertainties associated with the model's key parameters is essential for the interpretation of the model outcome and thus for decision-making. The outcomes for each model describe a bandwidth of loss estimates and not a unique value. In order to identify and stress-test the key parameters, systematic sensitivity analyses are carried out.
For peril/zones where neither internal nor external models are available, the following approaches are used:
This method is validated by the Research & Development Cat team, who performs comparative studies with other peril/zones of similar hazard and vulnerability characteristics.
For details on the concentration risks related to broker business refer to section 4.1.1 A. (d) – SCOR Global P&C faces concentration risks related to its broker business.
Information on exposures to asbestos and environmental claims is included in Note 16 – Net Contract Liabilities. Refer also to section 4.1.4 – SCOR Could be Subject to Increased Reserves from Business that it Does Not Actively Underwrite.
The main categories of risks for the life reinsurance underwritten by SCOR's Life division are biometric, behavioral and catastrophe risks as well as risks linked to the types of guarantees, collateral requirements and recapture risks (see section 4.1.1 B – Life reinsurance for a detailed description of these risks. Refer also to section 4.1.2 – SCOR is Exposed to Losses From Catastrophic Events and section 6.1.3.4 Catastrophe (cat) Risk and Exposure Controls).
For a description of risks from business that SCOR does not actively underwrite refer to section 4.1.4 – SCOR Could be Subject to Increased Reserves from Business that it Does Not Actively Underwrite.
Further risks relate to credit risk (see section 4.1.14 - SCOR is Exposed to Losses Due to Counterparty Default Risks or Credit Risks), currency risks (see section 4.2.4 – SCOR is Exposed to Foreign Currency Exchange Rate Fluctuations) and market risks (see section 4.2 – Risk related to Financial Markets and section 4.2.3 – SCOR is Exposed to Other Risks Arising from the Investments it Owns).
Mandates for underwriting life reinsurance business are assigned to teams on a mutually exclusive basis. Life reinsurance treaties are underwritten by life reinsurance experts familiar with the specific features of their markets. The life business is underwritten in line with the market specific underwriting and pricing guidelines.
Underwriting and pricing guidelines defined by SCOR Global Life specify the underwriting rules and principles to be complied with, underwriting capacities delegated to the underwriters and pricing actuaries in each of the markets in which the Group operates, as well as maximum acceptable commitments per risk and per event. In particular, these guidelines specify the type and the terms and conditions under which business is considered as acceptable. Furthermore, they set out the retention of SCOR Global Life for various risks and types of covers. They are approved by the Chief Executive Officer, the Head of the Central Actuarial and Underwriting Department, the Chief Risk Officer and the Chief Financial Officer of SCOR Global Life. Business opportunities going beyond the stipulations of these guidelines are subject to a special referral procedure at two key levels in order to ensure that the business respects defined riskadjusted return criteria and risk tolerance limits. These cases are examined at the SCOR Global Life level by the Life Central Actuarial and Underwriting Department and by the Risk Management Department and, where applicable, the Finance Department. These departments are located in Cologne and Paris. Cases which may have a significant impact on the balance sheet of the Group are additionally reviewed by the Group Risk Management function. Thresholds or conditions for a referral to Group Risk Management are defined in specific guidelines.
In order to ensure that SCOR Global Life is continually kept up-to-date with biometric trends and scientific developments, SCOR Global Life uses the expertise of five dedicated Research & Development centers within the Life Central Actuarial and Underwriting Department to analyze and assess the key factors underlying mortality, longevity, LTC, policyholder behavior, CI and disability risks. The SCOR Global Life Research & Development Centers provide recommendations for the implementation of the research results into the pricing, underwriting control and determination of exposure limits.
In order to reduce risks linked to potential behavior of insured persons, SCOR Global Life carries out a thorough assessment of the client, the client's target clientele, the market and the design of the insurance product.
Anti-selection risks are mitigated through careful product design and a well-defined medical and financial underwriting selection process. SCOR mitigates lapse risk through appropriate reinsurance treaty clauses, as well as product, client and market diversification.
Biometric risks, other than pandemic risk, are diversified on a geographic and a product basis.
A significant part of the reinsured premium in respect of Disability, Long Term Care (LTC) and Critical Illness (CI) products includes premium adjustment clauses. In the case of LTC, the premium adjustments are designed to offset potentially worsening incidence or improving longevity of disabled and active lives. In the case of CI, premium adjustments mitigate potential negative impacts on future claims patterns due to a general deterioration in health and improved medical diagnosis.
Peak mortality, disability and critical illness risks are covered either by surplus per life retrocession programs, or, in some cases, by excess of loss per life or per event retrocessional coverage. Pandemic risk exposure is mitigated by a risk transfer contract with Atlas IX Capital Limited ("Atlas IX") which provides SCOR Global Life with protection against extreme mortality events in the US.
See section 4.1.1 C – Interdependence of the Non-Life and Life Reinsurance Businesses for a detailed description.
SCOR manages its exposure to catastrophes through selective underwriting practices, especially by limiting its exposure to certain events in certain geographic zones, by monitoring risk accumulation on a geographic basis and by retroceding a portion of those risks to other selectively chosen reinsurers.
Credit risk is the risk that one party to a financial instrument or other asset (such as retrocessionaires) will cause a financial loss to the other party by failing to discharge an obligation. SCOR is mainly exposed to credit risks from bond and loans portfolios, receivables from retrocessionaires, receivables and deposits with cedents, receivables from non- (re)insurance debtors, cash deposits at banks, deposits with custodians, credit risk through its Credit and Surety portfolio, future profits of Life reinsurance treaties and default of pool members. Refer to section 4.1.14 – SCOR is Exposed to Losses Due to Counterparty Default Risks or Credit Risks for details. The processes for managing the respective risks and methods used to measure the risks are described below.
SCOR mitigates the credit risks related to bond and loans portfolios by implementing a policy of geographic and sector diversification. Limits by counterparty exposure and by rating are also defined. An exposure analysis is performed at a minimum, on a quarterly basis (sector, geographical area, counterparty, rating) and enables critical risks to be identified and evaluated in order to take appropriate actions.
The Group has a prudent investment policy and put great importance on several selection criteria including internal assessments, the rating provided by the rating agencies to the issuer and the liquidity of the securities purchased.
Fixed income investments are managed by SCOR Global Investments SE or by external managers monitored by SCOR. In all cases, investment guidelines are provided to managers and strict monitoring is carried out over the global portfolio by the respective Group entities. Whether managed internally or externally, each entity monitors, either directly or via an intermediary, the changes in value of the investment assets. In general, the tactical allocation of the global portfolio is defined by the Group Investment Committee which meets each quarter at least. It is chaired by the Group's Chief Executive Officer and is composed of the Group Chief Financial Officer, the Group Chief Risk Officer, the Chief Economist, the Chief Executive Officer of SCOR Global P&C and the Chief Executive Officer of SCOR Global Life, the Chief Executive Officer of SCOR Global Investments SE and other representatives of SCOR Global Investments.
SCOR maintains its investment policy in high-quality assets and in countries with the lowest sovereign risk. SCOR has no assets linked to sovereign risk in Greece, Ireland, Portugal, Italy, Hungary or Spain.
See section 4.1.6 – SCOR may be adversely Affected if its Cedents, Retrocessionaires, Insurers or Members of Pools in Which it Participates Do Not Respect their Obligations, for the risk of non-performance of retrocessionaires.
The policy for the management of retrocessionaire credit risk is entrusted to the Security Committee who is responsible for analyzing the financial security of each retrocessionaire and defining the terms and conditions and limits of amounts ceded per retrocessionaire, per rating and per geographical area. The Security Committee meets regularly and pays particular attention to the retrocessionaires' default risk in the treaty renewal period.
Several actions taken by the Security Committee to quantify the risk are:
Furthermore, to reduce the credit risk arising from its retrocessionaires, SCOR:
SCOR's retrocession departments regularly monitor its exposure to retrocessionaires by taking into account all relevant accounting balances (estimated and actual claims, premiums, reserves and deposits, pledges and security deposits). Summary reports are disclosed quarterly to the Risk Committee.
SCOR's capital shield policy includes traditional retrocession as well as the use of alternative risk transfer solutions (e.g., the multi-year securitization of catastrophic risk in the form of catastrophe bonds) and contingent capital facilities, which are designed as tools of last resort. The credit risk that SCOR may be exposed to through these alternative risk transfer solutions can be more limited than the credit risk related to traditional retrocession arrangements because alternative retrocession is usually fully collateralized, which is not the case with traditional retrocession.
The retrocessionaires' part in the reserves split by retrocessionaires' financial rating is included in Note 16 – Net Contract Liabilities.
Credit risks related to contracts with cedents are mitigated through a quarterly examination of exposure and associated risks. Depending on the financial situation of the principal cedents, actions aimed at reducing or limiting exposure or mitigating the risk through guarantees on deposits (for example, via offset clauses) may be carried out. Moreover, should their financial strength deteriorate between the time their financial commitment is made and the time it must be honored, an appropriate financial provision is established in the Group's accounts corresponding to the liability for which a loss is considered probable.
(d) Receivables from non-(re)insurance debtors
SCOR is exposed to credit risk in the event of a payment default by a debtor not linked to the Group by a reinsurance or retrocession treaty. Examples are advances to providers, social security contribution collection agencies or states, or loans to employees.
(e) Cash deposits at banks
Concentration risk from cash deposits at banks is mitigated by defining counterparty exposure limits. Furthermore, SCOR selects bank counterparties according to their rating and credit quality. SCOR also considers the public assistance (e.g., loans, guarantees of deposits, nationalizations) certain banks may benefit from during a financial crisis, as they are important in the economy of their country.
(f) Deposits with custodians
Custodians are selected at Group level. Deposits are kept on segregated accounts in the name of SCOR.
(g) Credit & surety
SCOR's Credit & Surety business does not cover either credit default swaps (CDS) or real estate loans, notably in the US, nor is it exposed to the various US credit "monoline insurers".
SCOR's underwriting policy is particularly prudent in this area. SCOR specifically monitors its main exposures in this sector. In addition, SCOR benefits from the expertise of its specialized cedents in terms of risk prevention, since the cedents continuously adjust their own exposure levels based on changes in the financial strength of the debtors they are insuring.
Credit risk on future profits from Life reinsurance policies is in several countries mitigated by industry-wide protection solutions. In addition, SCOR follows the development of its clients through regular client contact, which allows SCOR to take appropriate action when deemed necessary.
For more details on the impact of the valuation of intangible assets refer to section 4.2.5 – The Valuation of SCOR's Intangible Assets And Deferred Tax Assets May Significantly Affect its Shareholders' Equity and the Price of its Securities, and to Note 4 – Intangible assets.
Refer to section 4.1.14 I – Default of pool members, for a description of the related risks.
In the context of its business, SCOR may be exposed to claims arising from the consequences of terrorist acts. These risks, the potential significance of which can be illustrated by 11 September 2001 attack on the World Trade Center ("WTC") in the US, can affect both individuals and property. For more details refer to section 4.1.3 – SCOR Could Be Subject to Losses as a Result of its Exposure to Terrorism.
After the attack of 11 September 2001, the Group adopted underwriting rules designed to exclude or limit its exposure to risks related to terrorism in its reinsurance contracts, in particular in those countries and/or for the risks expected to be most exposed to terrorism. However, it has not always been possible to implement these measures, particularly in its principal markets. For example, certain European countries do not permit the exclusion of terrorist risks from insurance policies.
The aforementioned risks could accumulate in either a single counterparty, in the same sector of activity or the same country. SCOR attaches particular importance to the establishment of and respect of counterparty exposure limits. The annual examination of its exposure enables the Group to identify and quantify the risks and, in case of accumulations, formulate appropriate responses.
The carrying amounts of the Group's financial assets exposed to credit risk by counterparty credit quality, excluding consideration of collateral held or other credit enhancements is included in Note 6 - Insurance business investments (for fixed income securities) and Note 16 – Net Contract Liabilities (for the share of retrocessionaires in insurance and financial liabilities).
The following table provides an overall analysis of the aging of financial assets as at 31 December 2014:
| 1-12 | 12-24 | 24-36 | > 36 | |||
|---|---|---|---|---|---|---|
| In EUR million Available-for-sale financial assets |
Current 14,682 |
months 2 |
months - |
months - |
months - |
Total 14,684 |
| Financial assets at fair value through income |
450 | - | - | - | - | 450 |
| Derivative instruments | 51 | - | - | - | - | 51 |
| Loans and receivables | 8,947 | - | - | - | - | 8,947 |
| Share of retrocessionaires in technical provisions |
1,195 | - | - | - | - | 1,195 |
| Insurance receivables | 4,501 | 212 | 30 | 12 | 28 | 4,783 |
| Taxes receivables | 127 | - | - | - | - | 127 |
| Other assets | 277 | - | - | - | - | 277 |
| Cash and cash equivalents | 860 | - | - | - | - | 860 |
| TOTAL | 31,090 | 214 | 30 | 12 | 28 | 31,374 |
The following table provides an overall analysis of the aging of financial assets as at 31 December 2013:
| In EUR million | Current | 1-12 months |
12-24 months |
24-36 months |
> 36 months |
Total |
|---|---|---|---|---|---|---|
| Available-for-sale financial assets | 12,067 | - | - | - | - | 12,067 |
| Financial assets at fair value through income |
369 | - | - | - | - | 369 |
| Derivative instruments | 94 | - | - | - | - | 94 |
| Loans and receivables | 8,881 | - | - | - | - | 8,881 |
| Share of retrocessionaires in technical provisions |
1,140 | - | - | - | - | 1,140 |
| Insurance receivables | 3,922 | 237 | 63 | 10 | 49 | 4,281 |
| Taxes receivables | 121 | 2 | 6 | - | - | 129 |
| Other assets | 190 | - | - | - | - | 190 |
| Cash and cash equivalents | 1,514 | - | - | - | - | 1,514 |
| TOTAL | 28,298 | 239 | 69 | 10 | 49 | 28,665 |
Financial assets have been categorized within the above aging analysis according to their original due date. The due date for each of these instruments may vary depending on the nature of the asset. Reinsurance assets and insurance receivables business credit terms are typically based on normal terms of trade, as specified within contracts. Insurance receivables include estimates, which are presented as current. The available-for-sale investments and fair value through income categories presented above include fixed income securities and equity securities. For fixed income securities, amounts are only presented as non-current if the security has not been redeemed on the date of maturity and therefore the amount receivable is past due. For equity securities, due to the absence of a contractual date of redemption, these instruments are presented as current. Other assets presented in the above aging analysis, including derivative instruments, loans and receivables, cash and cash equivalents and other accounts receivable, are presented in a similar manner as those instruments described above, depending on the existence of a redemption date.
Impairment information relating to financial assets is included in Note 6 – Insurance Business Investments, Note 7 - Loans and receivables, and Note 10 – Assumed and ceded insurance and reinsurance receivables and payables and Note 20 - Investment income.
Refer to section 4.3 – Liquidity risk, for a detailed description of SCOR's liquidity requirements and related risks. Information on the Group's liquid assets is included in Note 6 – Insurance Business Investments.
With respect to full collateralization for certain letters of credit SCOR makes best efforts to limit collateral requirements related to the Group's financial strength rating into its letters of credit facilities. Additional information on SCOR's letter of credit facilities and on the timing of repayments is included in Note 25 – Commitments Received and Granted. Additional information on the timing of repayments is included in this note.
The technical reserves of SCOR Global P&C are established on an undiscounted basis (except workers compensation and payments in annuity on Motor Liability). The table below includes the estimated maturity profiles of the Non-Life insurance liabilities based on payment patterns derived from historical data.
| Non-Life insurance liabilities | |||||
|---|---|---|---|---|---|
| In EUR million | 0-1 year | 1-3 years | 3-7 years | > 7 years | Total |
| As at 31 December 2014 | 3,531 | 4,086 | 3,044 | 2,365 | 13,026 |
| As at 31 December 2013 | 3,571 | 3,532 | 2,688 | 2,563 | 12,354 |
The analysis of the balance sheet reserve movements, including net paid losses is included in Note 16 - Contract Liabilities.
The projections for insurance liabilities of the Life segment have been prepared on a best estimate basis. The amounts below represent the estimated maturity profile of the gross liabilities. For long-term life reinsurance, benefit payments are typically settled net of premiums (for treaties with periodic premium payments). Where liabilities are deposited with the client, the settlement normally also includes certain other account items, primarily the release of the deposits. For contracts where funds withheld are used to offset the amounts settled between SCOR and its cedents, funds withheld to cover the life insurance liabilities in the table below mature at the same date as the respective life insurance liabilities.
The table below reflects gross cash outflows.
| Life insurance liabilities | |||||
|---|---|---|---|---|---|
| In EUR million | < 1 year | 1-5 years | 6-10 years | > 10 years | Total |
| As at 31 December 2014 | 2,362 | 1,540 | 1,088 | 7,704 | 12,694 |
| As at 31 December 2013 | 1,589 | 972 | 1,068 | 8,221 | 11,850 |
Maturity profiles have been based on undiscounted contractual maturities and include contractual interest payments (including those from cross currency and interest rate swaps). In the case of perpetual debt, or debt which is subject to multiple optional reimbursement dates, the analysis below has been prepared based on the assumption that the Company does not make use of any of the early optional reimbursement dates. Perpetual debt is classified within the column "greater than 5 years" due to an absence of a maturity date. Of the amounts below, EUR 258 million (1) (2013: EUR 451 million (1) ) relate to variable rate debt.
| As at 31 December 2014 | Debt maturity profiles | ||||
|---|---|---|---|---|---|
| In EUR million | Interest rate ranges |
< 1 year | 1 - 5 years | > 5 years | (1) Total |
| Subordinated debt | 1.06% - 6.98% | 92 | 280 | 1,623 | 1,995 |
| Real estate debt | 1.18% - 4.50% | 64 | 385 | 82 | 531 |
| Other financial debt | 0.42% | 6 | 2 | 1 | 9 |
| TOTAL | 162 | 667 | 1,706 | 2,535 |
| As at 31 December 2013 | Debt maturity profiles | ||||
|---|---|---|---|---|---|
| In EUR million | Interest rate ranges |
< 1 year | 1 - 5 years | (1) > 5 years |
Total |
| Subordinated debt | 2.04% - 6.98% | 79 | 265 | 1,434 | 1,778 |
| Real estate debt | 1.38% - 4.50% | 39 | 419 | 117 | 575 |
| Other financial debt | 0.61% - 1.57% | 173 | 3 | 3 | 179 |
| TOTAL | 291 | 687 | 1,554 | 2,532 |
(1) The interests for perpetual debt as at 31 December 2014 represent EUR 54 million, on a yearly basis (2013: EUR 49 million)
Details on financial debts are presented in Note 14 – Financial Debt.
Maturity analyses of financial assets that are held for managing liquidity risk are presented within Note 6 - Insurance Business Investments.
Various entities in the Group rent their office headquarters. The minimum payments relating to these operating leases are presented within Note 5 - Tangible assets and property related commitments.
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices and macroeconomic variables. Market risk comprises three types of risk: currency risk, interest rate risk and valuation risk.
Currency risk is the risk that the fair value or future cash flows of a financial instrument or balance sheet amount will fluctuate because of changes in foreign exchange rates. For a detailed description of currency transaction and translation risks see section 4.2.4 SCOR is Exposed to Foreign Currency Exchange Rate Fluctuations.
Interest rate risk is the risk that the value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate fluctuations have direct consequences on the market value of SCOR's fixed-income investments and therefore on the level of unrealized capital gains or losses of the fixed-income securities held in its portfolio. The return on the securities held also depends on changes in interest rates. Floating rate instruments expose the Group to cash flow interest risk, whereas fixed interest rate instruments expose the Group to fair value interest risk.
Refer to section 4.2.1 – SCOR Faces Risks related to Its Fixed Income Investments Portfolio, A. Interest rate risks, for a detailed description of interest rate risks. The Group's objective is to maintain an appropriate mix of fixed and variable rate instruments. It also manages the maturities of interest bearing financial assets.
The Group analyzes the impact of a major change in interest rates on each of its investment portfolios and at the global level. Here, it identifies the unrealized capital loss that would result from a rise in interest rates. The instantaneous unrealized capital loss is measured for a uniform increase of 100 basis points in rates or in the event of a distortion of the structure of the yield curve. Portfolio sensitivity analysis to interest rate changes is an important risk measurement and management tool which may lead to decisions for reallocation or hedging.
(1) This amount excludes debt which has been swapped from variable interest rate to fixed interest rate
(ii) Interest rate risks on financial debt
Financial debt is not carried at fair value. For the Group, interest rate risk is limited to the interest paid on variable rate debt.
(iii) Interest rate risks on insurance liabilities
The Group has certain life insurance contracts which are sensitive to fluctuations in interest rates.
Although in general all long-term liabilities are discounted, in most cases there is no immediate accounting impact from a 100 basis point change in interest for the following reasons:
There is no requirement for a material change in reserves for life products with guaranteed minimum death benefit (GMDB) in the event of a 100 basis point change in interest rates. These treaties are in run-off.
For Long-Term Care Products in France, ceding companies use valuation rates established by French regulators which are based on a prudent proportion of the moving average of long-term government rates. The bulk of the reserves are deposited. The interests on these deposits are often linked to the assets of the ceding companies and minimum interest rates on deposits are at least the valuation rate. Ceding companies are usually doing a proper matching of assets and liabilities. Hence a 100 basis point decrease in interest rates would have an insignificant impact.
There are no material amounts of discounted reserves in the Non-Life portfolio which would result in interest sensitivities. Additionally, for lines of business where there are interest sensitivities at the level of the ceding company and for which no direct information on these sensitivities is submitted to SCOR level (e.g., the bodily injury portion of automobile), SCOR considers that the information provided by the ceding company is not necessarily representative of the evolution in interest rates. The IBNR calculations performed by SCOR using methods other than the loss ratio method do not represent a material portion of the recorded reserves and therefore the sensitivity is not considered material.
Valuation risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market.
The Group's valuation exposure relates to financial assets and financial liabilities whose values will fluctuate as a result of changes in market prices, principally investments in equity securities.
The majority of the Group's investments are in debt securities. For investments made in equity securities, the Group's objective is to develop and manage a high-quality diversified portfolio. The equity portfolio is regularly monitored.
All investments, whether held directly or in mutual funds, are aggregated and valued on a regular basis. This approach allows for the monitoring of changes in the portfolio and the identification of investments with higher than average volatility. The Group's exposure is reviewed at regular Investment Committee meetings.
SCOR is also exposed to equity price risk. A widespread and sustained decline in the equity markets could result in an impairment of its equity portfolio. Such an impairment would affect its net income.
The Group's exposure to the equity market results from direct purchases or investments in convex equity strategies such as convertible bonds or mean variance strategies, and through certain (re)insurance products including GMDB business. See "Section 4.1.4 – SCOR could be subject to increased reserves from business that it does not actively underwrite."
Equity prices are likely to be affected by risks which affect all of the market (uncertainty on economic conditions in general, such as anticipated changes in inflation rate, fluctuations of interest rates, sovereign risk, etc.) and/or by risks which influence a single asset or a small number of assets (specific or idiosyncratic risk).
SCOR is, therefore, exposed to a risk of capital losses on its equity exposures - if it were to occur - which could adversely impact its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities.
In general, equity movements have no impact on the reported liabilities of the Life business as the underlying policies and reinsurance contracts are typically unrelated to equity prices. For some risk premium treaties (where the underlying insurance policies are unit-linked or universal life) the sums at risk and thus the expected claims, vary with the movement of the underlying assets. However, under almost all reinsurance programs, premiums are also linked to the sums at risk such that the liability would not materially change.
The premiums on the Guaranteed Minimum Death Benefit (GMDB) business underwritten by the SCOR Group in the US market vary with the value of the underlying assets rather than the sum at risk. Thus, premiums would decrease under a decline of the equity values whereas the expected claims would increase thus leading to an increase in the liability. Nevertheless, there is no requirement for a material change in reserves in the event of a 10% change in equity values.
The following table summarizes the accounting sensitivity of the Group's consolidated income and consolidated equity to market risks based on reasonably possible movements in key variables with all other variables held constant. The assumptions included are:
(i) Interest rate risk
The interest sensitivities for equity presented in the table below include the movements on the debt security portfolio, cash and cash equivalents, structured notes, the impact of changes in interest rates on variable rate financial debt and the GMDB business.
The interest sensitivities for profit & loss presented in the table below show the impact of changes in fair value of financial assets at fair value through profit & loss held at closing date, and change in income on variable rate financial assets held at closing date, following an increase/decrease in interest rates of 100 basis points. An estimate of the impact on the future profit & loss following a change of 100 basis points is therefore included. However, SCOR does not include in this analysis the impact that changes in interest rates might have on the reinvestment of future cash flows, as future cash flows of our business are difficult to predict and asset allocations might change over time.
(ii) Equity price risk
SCOR conducted an analysis of the sensitivity of the impairment of equity securities, by applying the accounting policy and application guidance set out in Note 1 (H) to theoretical future market value changes. SCOR estimates that, excluding any impairment arising to duration, a further uniform decline of 10% from 31 December 2014 market values would generate a further impairment of equity securities of EUR 1 million (2013: EUR 1 million; 2012: EUR 12 million). It should be noted that this figure should not be scaled up or down as the impairment rules are not a linear function of market value. For example, a scenario with a market value decline of 20% would not double the potential further equity impairment.
The Non-Life business has minimal sensitivity to equity price movements.
The market sensitivities of the Group are estimated as follows:
| 31 December 2014 | 31 December 2013 | 31 December 2012 | |||||
|---|---|---|---|---|---|---|---|
| In EUR million | Income | (2) Equity (3) |
(2) Income (3) |
(2) Equity (3) |
(2) Income (3) |
(2) Equity (3) |
|
| Interest +100 basis point | 12 | (390) | 13 | (271) | 10 | (203) | |
| % of Equity | 0.2% | (6.8)% | 0.3% | (5.5)% | 0.2% | (4.2)% | |
| Interest – 100 basis points | (13) | 324 | (13) | 225 | (10) | 144 | |
| % of Equity | (0.2)% | 5.7% | (0.3)% | 4.6% | (0.2)% | 3.0% | |
| Equity markets +10% (1) |
5 | 26 | 4 | 29 | 4 | 54 | |
| % of Equity | 0.1% | 0.5% | 0.1% | 0.6% | 0.1% | 1.1% | |
| Equity markets -10% (1) |
(5) | (26) | (5) | (29) | (15) | (54) | |
| % of Equity | (0.1)% | (0.5)% | (0.1)% | (0.6)% | (0.3)% | (1.1)% |
(1) Excludes investments in hedge funds which normally do not have a uniform correlation to equity markets and securities where SCOR has a strategic investment including where the Group has a substantial shareholding but does not meet the "significant influence" criteria in IAS 28.
(2) The reduction in equity represents the estimated net asset impact including the additional impairment recognized in the profit and loss account.
(3) Net of tax at an estimated average rate of 24% in 2014 (26% in 2013 and 30% in 2012).
SCOR has a balance sheet hedging approach whereby there is an objective to match monetary assets and liabilities in each foreign currency so that the fluctuation in the exchange rate has no material impact to the reported net income. The policy is to closely monitor the net monetary currency positions and, where appropriate, execute either cash arbitrages or forward hedges.
The Group has one net investment hedge in place to reduce its exposure to variations in the net assets of USD functional currency subsidiary.
See Note 8 - Derivatives instruments.
The Group recognized a net foreign exchange gain of EUR 11 million for the year ended 31 December 2014 (2013: loss of EUR 10 million and 2012: gain of EUR 23 million).
For currency translation risk (1), the following sensitivity analysis considers the impact in equity of a 10% movement in the exchange rates of the Group's two largest translation risk currency exposures, USD and GBP relative to EUR.
| Equity impact | ||||
|---|---|---|---|---|
| In EUR million | Currency movement | 2014 | 2013 | 2012 |
| USD/EUR | 10% | 271 | 252 | 211 |
| % of Equity | 4.8% | 5.1% | 4.4% | |
| USD/EUR | (10)% | (271) | (252) | (211) |
| % of Equity | (4.8)% | (5.1)% | (4.4)% | |
| GBP/EUR | 10% | 37 | 33 | 33 |
| % of Equity | 0.6% | 0.7% | 0.7% | |
| GBP/EUR | (10)% | (37) | (33) | (33) |
| % of Equity | (0.6)% | (0.7)% | (0.7)% |
(1) This analysis excludes the impact of hedging activity.
On 12 November 2009, and following an administrative sanctioning procedure, the Spanish competition authority (Comisión Nacional de la Competencia, or the "CNC") sanctioned SCOR Global P&C SE Ibérica Sucursal, a branch of SCOR Global P&C, and a number of other insurance and reinsurance companies for an alleged infringement of Article 1 of Law 15/2007, of 3 July 2007, on Competition (the "Competition Act" which prohibits agreements and concerted practices that may have as an object or effect the restriction of competition in the market). The infraction would have consisted in an agreement to set the minimum price and other commercial conditions applied to customers in the market for decennial insurance for construction in Spain. Pursuant to such decision, SCOR was required to pay a fine of EUR 18.6 million. Other insurers and reinsurers were also fined in relation to the same matter.
On 21 December 2009 SCOR filed an appeal to the sanctioning decision before the Administrative Chamber of the National Audience (Audiencia Nacional, or the "NA").
On 28 December 2012, the NA issued its judgment on the appeal, annulling the decision of the CNC. The NA accepted SCOR's grounds and declared that the company did not infringe the Competition Act. Consequently, the economic sanction impose on SCOR by the CNC has been annulled.
The State Attorney (Abogado del Estado) representing the CNC has appealed the NA judgment to the Supreme Court (Tribunal Supremo) on January 2013. The Supreme Court has accepted the State attorney's appeal on 10 October 2013. As a consequence the appeal is currently pending.
On 18 June 2009, SCOR commenced an action before the Commercial Court of Nanterre against an insurance company with respect to the recovery of the attorneys' fees and costs arising from the Highfields Capital LTD, Highfields Capital I LP and Highfields Capital II LP litigation covered by the directors and officers insurance policy. The proceedings were dismissed on 24 October 2012. On 23 November 2012, SCOR filed an appeal before the Court of Appeal of Versailles. On 18 March 2014, the Court of appeal of Versailles partially reversed the decision of the Commercial Court and, ruling anew, rejected SCOR SE's application. After a legal analysis of the decision of the Appeal Court, SCOR SE filed an appeal before the Supreme Court on 29 July 2014. These proceedings are ongoing.
On the basis of the two directors and officers insurance policies in excess coverage, SCOR also commenced two distinct procedures on 10 January 2012 and 22 June 2012 before the Commercial Court of Nanterre and the Commercial Court of Paris against two insurance companies with respect to the recovery of the attorneys' fees and costs and a portion of the settlement amount relating to the litigation with Highfields Capital LTD, Highfields Capital I LP and Highfields Capital II LP covered by its excess policies. Both proceedings are ongoing.
SCOR and its subsidiaries are involved in legal and arbitration proceedings from time to time in the ordinary course of their business.
Litigation matters give rise to an accrual when they meet the recognition requirements of a provision under IAS 37 provision, contingent liabilities and contingent assets. See note 15 – Contingency reserves for the detail of accruals booked. In certain instances, in accordance with IAS 37.92, some required information, in particular the amount of accruals, is not disclosed as they are expected to prejudice seriously the position of SCOR in a dispute with other parties.
20.1.6.28 NOTE 28 – SUBSEQUENT EVENTS
None
In application of the EC Commission Regulation No. 809/2004, the following information is included by reference in this Registration Document:
The report from the Statutory Auditors on the consolidated financial statements for the financial year ended 31 December 2014 is reproduced below.
This is a free translation into English of the statutory auditors' report on the consolidated financial statements issued in French and it is provided solely for the convenience of English-speaking users.
The statutory auditors' report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors' assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures.
This report also includes information relating to the specific verification of information given in the group's management report.
This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your annual general meeting, we hereby report to you, for the year ended December 31, 2014, on:
These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated financial statements, based on our audit.
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the group as at December 31, 2014 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
In accordance with the requirements of article L. 823-9 of the French commercial code (Code de commerce) relating to the justification of our assessments, we bring to your attention the following matters:
Notes 1- "(G) Real estate investments", 1 - "(H) Financial instruments", 5, 6 and 8 to the consolidated financial statements describe the principles and methods used to estimate the valuation and impairment of investments and derivative instruments.
We examined the control system in place, detailed in note 26 to the consolidated financial statements, relative to the inventory of direct and indirect exposures, and the system in place for their assessment, as well as the valuation methods and write-down policies applicable to certain financial instruments. We have obtained assurance that the information provided in the aforementioned notes is appropriate, and that the approaches and policies described were properly applied by the company.
Notes 1 - "(F) Intangible assets" and 4 to the consolidated financial statements describe the principles and methods used to assess the valuation of goodwill, the valuation of customer relationship intangible asset and the value of business acquired for the Life and Non-Life reinsurance portfolios. The methods used to carry out these annual impairment tests are described in note 4 to the consolidated financial statements.
We have examined the approaches used in the impairment tests, the cash flow forecasts and the consistency of the assumptions used. We have verified that the information described in note 4 to the consolidated financial statements is appropriate.
Notes 1 - "(R) Taxes" and 19 to the consolidated financial statements describe the principles and methods used to perform the valuation of deferred tax assets as well as the deferred tax assets impairment test.
We have assessed the approaches used in this impairment test, the forecasted future taxable income and the assumptions made. We have verified that the information described in note 19 "Taxes" to the consolidated financial statements is appropriate.
As stated in the notes 1 - "(B) Basis for preparation", 1 - "(N) Accounting principles and methods specific to reinsurance business", 7, 10, 11 and 16 to the consolidated financial statements, the technical accounts specific to reinsurance are estimated on the basis of reinsurance commitments or on statistical and actuarial bases, particularly in the case of accounts not received from cedents recognized as receivables, technical reserves, and deferred acquisition costs. The methods used to calculate these estimates are described in the notes to the consolidated financial statements.
Our work consisted in assessing the data and assumptions on which the estimates are based, with regard to the experience of your company, its regulatory and economic environment, as well as the overall consistency of these assumptions.
These assessments were made as part of our audit of the consolidated financial statements taken as a whole and therefore contributed to the opinion we formed which is expressed in the first part of this report.
As required by law, we have also verified, in accordance with professional standards applicable in France, the information presented in the group's management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
Paris-La Défense, March 4, 2015
The statutory auditors French original signed by
MAZARS ERNST & YOUNG Audit
Jean-Claude Pauly Antoine Esquieu Guillaume Fontaine
The Registration Document as a whole is the subject of a review completion letter sent by the statutory auditors to SCOR.
The Report of the Chairman of the Board of Directors featured in Appendix B, has been the subject of a report by the SCOR statutory auditors, which is also included in Appendix B.
The related-party agreements executed in 2014 or continued during 2014, as defined by Articles L. 225-38 and following of the French Commercial Code have been the subject of a specific report by the statutory auditors in Section 19.3.
The SCOR SE's corporate accounts for the financial periods ending 31 December 2014, 2013 and 2012, included respectively in Appendix A of this Registration Document, in appendix A of the Registration Document filed with the Autorité des marchés financiers on 5 March 2014 under the number D.14-0117 and in appendix A of the Registration Document filed with the Autorité des marchés financiers on 6 March 2013 under the number D.13-0106 with the Autorité des marchés financiers, have been the subject of reports by the statutory auditors, featured respectively in Appendix A of this Registration Document, in appendix A of the Registration Document filed with the Autorité des marchés financiers on 5 March 2014 under the number D.14-0117 and in appendix A of the Registration Document filed with the Autorité des marches financiers on 6 March 2013 under the number D.13-0106.
The notes 3, 4 and 5 of the management report published in appendix D of this registration document relate to the social and environmental impacts of SCOR's activities and the Group's social commitments. The information published in these paragraphs has been reviewed by one of the statutory auditors whose report is presented in appendix D.
Not applicable.
31 December 2014.
Not applicable.
The resolution to be presented to the Annual General Meeting to approve, during the first half of 2015, the accounts for the financial year 2014, sets out the distribution of a dividend of EUR 1.40 per share for the financial year 2014.
The statute of limitations for dividends is 5 years. Dividends whose payment has not been requested shall be allocated to the administration de domains. See also Section 20.1.6 – Notes to the consolidated financial statements, Note 23 – Earnings per share.
Please see Section 20.1.6 – Notes to the consolidated financial statements, Note 27 – Litigation.
No material change has occurred in the Group's financial or commercial situation since the end of the financial year 2014.
| 21.1 | Share capital | 284 |
|---|---|---|
| 21.2 | Charter and Bylaws | 291 |
21.1.1 AMOUNT OF ISSUED CAPITAL AND ADDITIONAL INFORMATION
| Date | Amount of capital subscribed (In EUR) | Number of shares outstanding |
|---|---|---|
| 7 March 2012 | 1,512,842,643.14 | 192,058,901 |
| 3 May 2012 | 1,512,224,741.93 | 191,980,457 |
| 31 December 2012 | 1,512,224,741.93 | 191,980,457 |
| 5 March 2013 | 1,516,681,107.50 | 192,546,203 |
| 25 April 2013 | 1,512,224,741.93 | 191,980,457 |
| 31 December 2013 | 1,512,224,741.93 | 191,980,457 |
| 5 March 2014 | 1,512,224,741.93 | 191,980,457 |
| 31 December 2014 | 1,512,224,741.93 | 191,980,457(1) |
| 4 March 2015 | 1,517,825,442.53 | 192 691 479 |
All SCOR shares outstanding are fully paid up.
According to the decisions of the Extraordinary Shareholders General Meetings of the Company dated (i) 18 May 2004, in its fourth resolution, (ii) 31 May 2005 in its sixth resolution and (iii) 16 May 2006 in its fifth resolution to authorize the Board to grant to officers and employees options to subscribe for or of purchase of shares and to acknowledge, if necessary, at its first meeting following the end of the financial year of the Company, the number and amount of new shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 7 March 2012, the capital increase of EUR 617,901.21 by creation of 78,444 shares with a nominal value of EUR 7.8769723 each.
According to the decisions of the Extraordinary Shareholders General Meetings of the Company dated (i) 18 May 2004, in its fourth resolution, (ii) 31 May 2005 in its sixth resolution and (iii) 16 May 2006 in its fifth resolution to authorize the Board to grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 3 May 2012, the capital increase of EUR 1,085,494.04 by creation of 137,806 shares with a nominal value of EUR 7.8769723 each.
According to the decision of the Shareholders General Meeting of the Company dated 3 May 2012, the Board of Directors of the Company decided on 3 May 2012 the share capital reduction of EUR 1,703,397.26 by cancellation of 216,250 treasury shares to reduce the share capital from EUR 1,513,928,137.19 to EUR 1,512,224,741.93 divided by 191,980,457 ordinary shares. The reason for such decision of capital reduction is to avoid any dilutive effect of the exercise of stock options upon the share capital.
According to the decisions of the Extraordinary Shareholders General Meetings of the Company dated (i) 18 May 2004, in its fourth resolution, (ii) 31 May 2005 in its sixth resolution, (iii) 16 May 2006 in its fifth resolution, (iv) 24 May 2007 in its 21st resolution and (v) 7 May 2008 in its 19th resolution to authorize the Board to grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 5 March 2013, the capital increase of EUR 4,456,365.57 by creation of 565,746 shares with a nominal value of EUR 7.8769723 each.
According to the decisions of the Extraordinary Shareholders General Meetings of the Company dated (i) 15 May 2003 in its second resolution, (ii) 18 May 2004, in its fourth resolution, (iii) 31 May 2005 in its sixth resolution, (iv) 16 May 2006 in its fifth resolution, (v) 24 May 2007 in its 21st resolution, (vi) 7 May 2008 in its 19th resolution and (vii) 15 April 2009 in its 22nd resolution to authorize the Board to grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 25 April 2013, the capital increase of EUR 2,479,072.23 by creation of 314,724 shares with a nominal value of EUR 7.8769723 each.
According to the decision of the Shareholders General Meeting of the Company dated 25 April 2013, the Board of Directors of the Company decided on 25 April 2013 the share capital reduction of EUR 6,935,437.80 by cancellation of 880,470 treasury shares to reduce the share capital from EUR 1,519,160,179.73 to EUR 1,512,224,741.93, divided by
(1) This figure corresponds to the share capital and to the number of shares as acknowledged by the Board of Directors on 5 March 2014 and stated in the bylaws of the Company as at 31 December 2014. It does not take into account the shares that could have been issued between 6 May 2014 and 31 December 2014 due to the exercise of stock options. The figures that take these shares into account are referred to in Section 20.1.6 – Notes to the consolidated financial statements, Note 13 – Information on share capital, capital management, regulatory framework and shareholders' equity.
191,980,457 ordinary shares. The reason for such decision of capital reduction is to avoid any dilutive effect of the exercise of stock options upon the share capital.
According to the decisions of the Extraordinary Shareholders General Meetings of the Company dated (i) 18 May 2004, in its fourth resolution, (ii) 31 May 2005 in its sixth resolution, (iii) 16 May 2006 in its fifth resolution, (iv) 24 May 2007 in its 21st resolution, (v) 7 May 2008 in its 19th resolution and (vi) 15 April 2009 in its 22nd resolution to authorize the Board to grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 4 March 2014, the capital increase of EUR 6,123,983.62 by creation of 777,454 shares with a nominal value of EUR 7.8769723 each.
According to the decision of the Shareholders General Meeting of the Company dated 25 April 2013 in its 21st resolution, the Board of Directors of the Company decided on 4 March 2014 the share capital reduction of EUR 6,123,983.62 by cancellation of 777,454 treasury shares to reduce the share capital from EUR 1,518,348,725,55 to EUR 1,512,224,741.93, divided by 191,980,457 ordinary shares. The reason for such decision of capital reduction is to avoid any dilutive effect of the exercise of stock options upon the share capital.
According to the decisions of the Extraordinary Shareholders General Meetings of the Company dated (i) 18 May 2004, in its fourth resolution, (ii) 31 May 2005 in its sixth resolution, (iii) 16 May 2006 in its fifth resolution, (iv) 24 May 2007 in its 21st resolution, (v) 7 May 2008 in its 19th and (vi) 15 April 2009 in its 22nd resolution to authorize the Board to grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 4 March 2015, the capital increase of EUR 5,600,700.60 by creation of 711,022 shares with a nominal value of EUR 7.8769723 each. As a result, on the date of the Registration Document, the registered share capital of SCOR SE is EUR 1 517,825,442.53 divided into 192,691,479 shares with a par value of EUR 7.8769723 each.
To the Company's knowledge, there is no significant pledge on the SCOR SE's shares.
Refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 25 – Commitments received and granted for a description of the pledges on the Company's assets.
| On the date of | |||||
|---|---|---|---|---|---|
| Issuance of | At 31 Dec | At 31 Dec. | the Registration | Date of availability | |
| warrants | 2013 | 2014 | Document | of the warrants | Expiration date |
| 20 Dec. 2013 | - | 25,390,466 | 25,390,466 | 20/12/2013 | 28/04/2017 |
| On the date of | |||||
| Stock option | At 31 Dec. | At 31 Dec. | the Registration | Date of availability | |
| plans | 2013 | 2014 | Document | of options | Expiration date |
| 16 Sept 2005 | 207,850 | 177,486 | 132,594 | 16 Sept 2009 | 16 Sept 2015 |
| 14 Sept 2006 | 421,223 | 377,121 | 353,457 | 15 Sept 2010 | 15 Sept 2016 |
| 14 Dec 2006 | 115,500 | 107,500 | 101,000 | 15 Dec 2010 | 15 Dec 2016 |
| 13 Sept 2007 | 772,000 | 679,000 | 618,238 | 13 Sept 2011 | 13 Sept 2017 |
| 22 May 2008 | 219,000 | 219,000 | 219,000 | 22 May 2012 | 22 May 2018 |
| 10 Sept 2008 | 588,000 | 474,250 | 430,050 | 10 Sept 2012 | 10 Sept 2018 |
| 23 March 2009 | 999,650 | 847,150 | 792,650 | 23 March 2013 | 23 March 2019 |
| 25 Nov. 2009 | 21,000 | 19,000 | 19,000 | 25 Nov. 2013 | 25 Nov. 2019 |
| 18 March 2010 | 1,237,000 | 991,300 | 927,100 | 19 March 2014 | 19 March 2020 |
| 12 Oct. 2010 | 28,000 | 22,700 | 14,500 | 13 Oct. 2014 | 13 Oct. 2020 |
| 22 March 2011 | 645,000 | 647,000 | 647,000 | 23 March 2015 | 23 March 2021 |
| 1 Sept 2011 | 240,000 | 214,500 | 214,500 | 2 Sept 2015 | 2 Sept 2021 |
| 23 March 2012 | 865,000 | 852,000 | 852,000 | 24 March 2016 | 24 March 2022 |
| 21 March 2013 | 716,000 | 707,500 | 707,500 | 22 March 2017 | 22 March 2023 |
| 2 October 2013 | 170,000 | 170,000 | 170,000 | 3 October 2017 | 3 October 2023 |
| 21 November 2013 | 25,000 | 25,000 | 25,000 | 22 November 2017 | 22 November 2023 |
| 20 March 2014 | - | 694,875 | 694,875 | 21 March 2018 | 21 March 2024 |
| 1December 2014 | - | 9,000 | 9,000 | 2 December 2018 | 2 December 2024 |
| Total | 7,270,223 | 7,234,382 | 6,927,464 |
Refer to Section 21.1.4 – Amount of convertible securities, exchangeable securities or securities with subscription warrants for a description of the warrants issued on 20 December 2013.
| Delegation of powers granted by the Extraordinary Shareholders' Meeting of 6 May 2014 | |
|---|---|
| 14th resolution (Delegation of powers to the Board of Directors for the purpose | 25,390,466 shares 6 May 2014) |
| of deciding upon the incorporation of profits, reserves or premiums into the | 25,390,466 shares |
| share capital) | (Date of the Registration Document) |
| 15th resolution (Delegation of authority granted to the Board of Directors for | |
| the purpose of deciding on the issuance of shares and/or of securities | 76,171,399 shares (6 May 2014) |
| granting access to capital or giving entitlement to a debt instrument, without | 76,171,399 shares |
| cancellation of preferential subscription rights) | (Date of the Registration Document) |
| 16th resolution (Delegation of authority granted to the Board of Directors for | 19,254,620 shares (6 May 2014) |
| the purpose of deciding on the issuance, in the context of a public offering, of | 19,254,620 shares |
| shares and/or of securities granting access to capital or giving entitlement to a | (Date of the Registration Document) |
| debt instrument, with cancellation of preferential subscription rights) | |
| 17th resolution (Delegation of authority granted to the Board of Directors for | |
| the purpose of making determinations with respect to the issuance, in the | 19,198,045 shares (6 May 2014) |
| context of an offer referred to in paragraph II of Article L.411-2 of the French | 19,198,045 shares |
| Monetary and Financial code, of shares and/or of securities granting access | (Date of the Registration Document) |
| to capital or entitling the holder to a debt instrument, with cancellation of | |
| preferential subscription rights) | |
| 18th resolution (Delegation of authority granted to the Board of Directors for | |
| the purpose of making determinations with respect to the issuance of shares | 19,254,620 shares (6 May 2014) |
| and/or securities granting access to the Company's capital or entitling the | 19,254,620 shares |
| holder to a debt instrument, as remuneration for shares contributed to the | (Date of the Registration Document) |
| Company in the context of any public exchange offer launched by the | |
| Company, with cancellation of preferential subscription rights) | |
| 19th resolution (Delegation of authority granted to the Board of Directors for | |
| the purpose of the issuance of shares and/or securities granting access to the | 19,198,045 shares (6 May 2014) |
| Company's capital or giving entitlement to a debt instrument, as remuneration | 19,198,045 shares |
| for shares contributed to the Company in the context of contributions in kind | (Date of the Registration Document) |
| within a limit of 10% of the share capital, without preferential subscription | |
| rights) | |
| 21th resolution (Delegation of authority granted to the Board of Directors for | |
| the purpose of issuing securities granting access to the Company's share | 25,390,466 (6 May 2014) |
| capital, with cancellation of preferential subscription rights, reserved for one | 25,390,466 shares |
| category of entities, ensuring the underwriting of the Company's equity | (Date of the Registration Document) |
| securities) | |
| 25th resolution (Delegation of authority granted to the Board of Directors in | 3,000,000 (6 May 2014) |
| order to carry out an increase in share capital by the issuance of shares | 3,000,000 shares |
| reserved to the members of savings plans (plans d'épargne), with cancellation | (Date of the Registration Document) |
| of preferential subscription rights to the benefit of such members) | |
| Authorizations for share issues granted by the Extraordinary Shareholders' Meeting of 6 May 2014 | |
| 20th resolution (Authorization granted to the Board of Directors for the purpose of increasing the number of shares issued in accordance with 15th and |
This resolution can only be used with the 15th and 16th resolutions and is in |
| 16th resolutions in the event of over-subscription to the share capital increase, | |
| any case capped by the 26th | |
| with or without cancellation of preferential subscription rights) | resolution |
| 1,000,000 shares (6 May 2014) 991,000 shares |
|
| 23nd resolution (Authority to issue shares for stock option plans) | |
| (Date of the Registration Document) | |
| 4,000,000 shares (6 May 2014) | |
| 24rd resolution (Authority to issue shares under free share allotment plans) | 3,933,510 shares (Date of the Registration Document) |
| 109,561,865 shares (6 May 2014) | |
| 109,486,375 shares | |
| 26th resolution (Aggregate ceilings of the capital increases) | (Date of the Registration Document) |
| 109,561,865 shares (6 May2014) 109,486,375 shares |
|
| TOTAL | (Date of Registration Document) |
Except for the delegations granted pursuant to the 21th and 25th resolutions, which are granted for 18-month duration, the delegations of powers granted by the Shareholders' Meeting of 6 May 2014 are each granted for a 26-month duration as from the date of the Shareholders' Meeting, i.e. until 6 July 2016, date on which it will be deemed expired if the Board of Directors did not use it.
Except for the authorization granted pursuant to the 20th resolution, which is granted for a 26-month duration, the authorizations granted by the Shareholders' Meeting of 6 May 2014 are each granted for 24-month duration as from the date of the Shareholders' Meeting, i.e. until 6 May 2016, date on which it will be deemed expired if the Board of Directors did not use it.
The total amount of shares authorized at the date of the Registration Document, including the shares that could be issued in connection with the implementation (i) of stock option plans and allotment of free shares plans, (ii) equity securities and (iii) the current delegations and authorizations is 142,078,864.
21.1.2 EXISTENCE OF NON-EQUITY SHARES
The description of the stock buyback program implemented under the 12th resolution of the Annual Shareholders' Meeting of 6 May 2014 was published by the Company on 6 May 2014. The report of the Board of Directors of the Company to the Annual Shareholders' Meeting to be held in the first half of 2015 on the use of the 12th resolution will be made available to SCOR shareholders under the conditions set forth by law.
In the context of the above mentioned buyback program and this liquidity agreement were as follows: SCOR proceeded, between 6 May 2014 and 31 December 2014, to:
On 31 December 2014, SCOR held 6,593,132 shares compared with 7,167,371 shares at 31 December 2013. The par value of these treasury shares is EUR 51,933,918.13 and their book value is EUR 139,798,498.76.
The tables hereunder detail the evolution of the trading rates of the operations on treasury shares as well as the allocation by objectives.
| Month | Average monthly trading rate for purchases In EUR |
Average monthly trading rate for sales In EUR |
Total monthly amount of trading fees In EUR |
Number of shares purchased |
Number of shares sold |
|---|---|---|---|---|---|
| January 2014 | 25.12 | 25.24 | 36,193.47 | 911,384 | 339,647 |
| February 2014 | 24.99 | 25.12 | - | 269,460 | 281,697 |
| March 2014 | 24.89 | 25.01 | - | 197,080 | 236,108 |
| April 2014 | 25.67 | 25.72 | 3,777.29 | 244,367 | 178,040 |
| May 2014 | 25.62 | 25.78 | - | 247,118 | 228,154 |
| June 2014 | 25.44 | 25.54 | 10,790.37 | 352,325 | 226,103 |
| July 2014 | 24.55 | 24.61 | 5,312.54 | 227,982 | 215,195 |
| August 2014 | 23.40 | 23.52 | 8,612.99 | 338,250 | 131,667 |
| September 2014 | 24.22 | 24.15 | 25,017.91 | 488,381 | 164,000 |
| October 2014 | 23.80 | 23.79 | 18,869.90 | 561,619 | 300,086 |
| November 2014 | 24.39 | 24.50 | - | 138,260 | 163,163 |
| December 2014 | 23.29 | 24.80 | - | 223,261 | 233,193 |
| Objective | Number of shares as at |
Reallocation during the |
Nominal value | Percentage of share |
|---|---|---|---|---|
| 1. Stimulation of the secondary market or the liquidity of the Company's shares by an investment services provider through a liquidity agreement compliant with a professional ethics charter recognized by the Financial Markets Authority |
31/12/2014 103,668 |
financial year - |
In EUR 816,590 |
capital 0.05% |
| 2. Setting-up, implementation or hedging of any stock option plans, other plans for allocation of shares and, generally, any form of allocation to employees and/or corporate officers (mandataires sociaux) of the Company and/or of affiliated companies, including hedging of any Company stock option plan pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code, allocation of Company shares at no cost in the context of the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code, allocation of Company shares as participation in profits generated by the expansion of business (participation aux fruits de l'expansion de l'entreprise) or allocation or transfer of Company shares within the framework of any employee savings plan (plan d'épargne salariale), in particular in the context of the provisions of Articles L. 3321-1 et seq., and L. 3332-1 et seq., of the French Labor Code |
6,489,464 | (777,454) | 51,117,328 | 3.37% |
| 3. Purchasing of shares for keeping and later remittal for exchange or as payment within the framework of possible external growth operations without exceeding the limit set by paragraph 6 of Article L. 225-209 of the French Commercial Code in the context of a merger, spin-off or contribution |
- | - | - | - |
| 4. Respect of all obligations linked to the issuance of securities granting access to capital |
- | - | - | - |
| 5. Cancellation of the shares bought back in this way, within the limits established by law in the context of a reduction in share capital approved or authorized by the shareholders |
- | 777,454 | - | - |
In the context of a contingent capital facility program, SCOR issued 12,695,233 warrants ("Warrants") on 20 December 2013 to UBS, each warrant committing UBS to subscribe for two new SCOR shares (maximum amount of EUR 200 million - including issuance premium available per tranche of EUR 100 million each - including issuance premium) when the aggregated amount of the estimated ultimate net losses resulting from eligible natural catastrophes or extreme events Life incurred by the Group (in its capacity as an insurer/reinsurer) reaches certain contractual thresholds in any given calendar year between 1 January 2014 and 31 December 2016 or if no drawdown already took place in the context of the agreement and SCOR's share price drops below EUR 10.
21.1.5 INFORMATION ABOUT AND TERMS OF ANY ACQUISITION RIGHTS AND/OR OBLIGATIONS OVER AUTHORIZED BUT UNISSUED CAPITAL OR AN UNDERTAKING TO INCREASE THE CAPITAL
Refer to:
21.1.6 INFORMATION ABOUT ANY CAPITAL OF ANY MEMBER OF THE GROUP WHICH IS UNDER OPTION OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE PUT UNDER OPTION AND CHARACTERISTICS OF SUCH OPTIONS
Refer to:
The shares of Group's companies other than SCOR SE are neither under option nor agreed to be put under option.
21.1.7 HISTORY OF THE COMPANY'S SHARE CAPITAL FOR THE PERIOD COVERED BY THE HISTORIC FINANCIAL INFORMATION
| Changes | ||||||
|---|---|---|---|---|---|---|
| Shares | Successive | Cumulative | ||||
| Issue | Additional paid | amounts of | number | |||
| price | Share capital | in capital | capital | of shares | ||
| Change in capital | (in EUR) | Number | (in EUR) | (in EUR) | (in EUR) | |
| 31/12/2011 | 1,512,546,485 | 192,021,303 | ||||
| Exercise of subscription option | 10.90 | 35,948 | 283,161.40 | 108,671.80 | ||
| Exercise of subscription option | 15.90 | 90,400 | 712,078.29 | 725,281.71 | ||
| Exercise of subscription option | 18.30 | 73,768 | 581,068.49 | 768,885.91 | ||
| Cancellation of treasury shares | NA | 219,250 | 1,727,026.18 | None | ||
| Exercise of subscription option | 17.58 | 188,500 | 1,484,809.28 | 1,829,020.72 | ||
| Exercise of subscription option | 15.63 | 193,550 | 1,524,587.99 | 1,500,598.51 | ||
| 31/12/2012 | 1,515,405,164 | 192,384,219 | ||||
| Exercise of subscription option | 10.90 | 70,591 | 556,043.35 | 213,398.55 | ||
| Exercise of subscription option | 15.90 | 105,835 | 833,659.36 | 849,117.14 | ||
| Exercise of subscription option | 18.30 | 143,936 | 1,133,779.88 | 1,500,248.92 | ||
| Cancellation of treasury shares | NA | 880,470 | 6,935,437.80 | None | ||
| Exercise of subscription option | 21.70 | 29,500 | 232,370.68 | 407,779.32 | ||
| Exercise of subscription option | 17.58 | 240,500 | 1,894,411.84 | 2,333,578.16 | ||
| Exercise of subscription option | 15.63 | 60,000 | 472,618.34 | 465,181.66 | ||
| Exercise of subscription option | 15.63 | 274,950 | 2,165,773.53 | 2,131,694.97 | ||
| Exercise of subscription option | 14.917 | 314,850 | 2,480,064.73 | 2,216,552.72 | ||
| Exercise of subscription option | 17.117 | 11,000 | 86,646.70 | 101,640.30 | ||
| 31/12/2013 | 1,518,348,725.55 | 192,757.911 | ||||
| Exercise of subscription option | 10.90 | 46,534 | 366,547.03 | 140,673.57 | ||
| Exercise of subscription option | 15.90 | 30,188 | 237,790.04 | 242,199.16 | ||
| Exercise of subscription option | 18.30 | 34,050 | 268,210.91 | 354,904.09 | ||
| Cancellation of treasury shares | NA | 777,454 | 6,123,983.62 | None | ||
| Exercise of subscription option | 21,70 | 3,000 | 23,630.92 | 41,469.08 | ||
| Exercise of subscription option | 17,58 | 90,000 | 708,927.51 | 873,272.49 | ||
| Exercise of subscription option | 15,63 | 111,250 | 876,313.17 | 862,524.33 | ||
| Exercise of subscription option | 14.917 | 152,500 | 1,201,238.28 | 1,073,604.22 | ||
| Exercise of subscription option | 17.117 | 2,000 | 15,753.94 | 18,480.06 | ||
| Exercise of subscription option | 18.40 | 239,200 | 1,884,171.77 | 2,517,108.23 | ||
| 31/12/2014 | 1,517,825,442.53 | 192,691,479 |
For further detail please refer to Section 20.1.6 - Notes to the consolidated financial statements, Note 13 - Information on share capital, capital management, regulatory framework and shareholders' equity and to Appendix A – 1.5 - Notes to the corporate financial statements, Note 5 - Shareholders' Equity.
As set forth in Article 3 of the bylaws (statuts), our corporate purpose includes the following:
generally all such industrial, commercial and financial transactions, or transactions involving moveable property and real estate, as may pertain directly or indirectly to the above stated corporate purpose or as may be related to or facilitate the implementation or pursuit thereof.
21.2.2 SUMMARY OF THE BYLAWS AND INTERNAL REGULATIONS OF THE COMPANY CONCERNING THE MEMBERS OF ITS ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
For further detail please refer to the report of the Chairman of the Board of Directors in Appendix B of the Registration Document.
French corporate law and the Company's bylaws provide for prior approval and control of transactions entered into between, directly or indirectly, the Company and one of its Directors, Chief Executive Officer (Directeur Général), Chief Operating Officer (Directeur Général Délégué), any of its shareholders holding more than 10% of the registered capital or of the voting rights or, if a legal entity, the company controlling it within the meaning of article L. 233-3 of the French commercial code and, or any entity in which any of these persons is at the same time an owner, partner with unlimited liability, manager, director, member of the supervisory board or an executive officer, unless the transaction is entered into in the ordinary course of business and under normal terms and conditions. Article L. 225-38 of the French commercial code, as amended by the ordinance (ordonnance) no. 2014-863 of 31 July 2014, now also provides that the prior approval of the Board of Directors must be justified by the transaction interest for the company, in particular by specifying the financial conditions related thereto.
The interested party has the obligation to inform the Board of Directors as soon as it is aware of the existence of the related party transaction, and a majority of the disinterested Directors must approve the transaction in order to validly enforce the transaction.
If a related party transaction is pre-approved by the majority of the disinterested Directors, the chairman must then report the authorized transaction to the statutory auditors within one month following the entering into of this transaction. The auditors must then prepare a special report on the transaction to be submitted to the shareholders at their next general meeting, during which the shareholders would consider the transaction for ratification (any interested shareholder would be excluded from voting). If the transaction is not ratified by the shareholders, such absence of ratification would normally and except in the case of fraud have no impact on the validity of the transaction, but the shareholders may in turn hold the Board of Directors or interested representative of the Company liable for any damages suffered as a result thereof.
Any related party transaction concluded without the prior consent of a majority of the non related Directors can be voided by a court, if we incur a loss as a result. In addition, an interested related party may be held liable on this basis.
Article L. 225-39 of the French commercial code, as amended by the ordinance (ordonnance) aforementioned, now provides that the regime referred to above does not apply anymore to transactions entered into between two companies, when one of which, directly or indirectly, holds the entire capital of the other, and as the case may be, net of the minimum number of shares needed to meet the requirements of article 1832 of the French civil code or articles L. 225-1 and L. 226-1 of the French commercial code.
Pursuant to article 13 of the Company's bylaws, the Directors receive attendance fees (jetons de presence), the maximum aggregate amount of which, determined by the shareholders acting at a Shareholders' Ordinary Annual Meeting, remains in effect until a new decision is made.
Under Article L. 225-43 of the French Commercial Code, the Directors, other than the legal entities, Chief Executive Officer (Directeur Général) and Chief Operating Officers (Directeurs Généraux Délégués) may not borrow money or obtain a guarantee from the Company. Any such loan or guarantee would be void and may not be relied upon by third parties.
Under article 10 of the Company's bylaws (statuts), Directors may hold office until the age of 77. A Director reaching the age of 77 while in office has to retire at the expiration of the term of his or her office, as determined at the Shareholders' Meeting.
21.2.3 RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHED TO EXISTING SHARES VOTING RIGHTS
As of the date of this Registration Document, the voting right attached to shares is proportional to the portion of share capital they represent. During a period of two years from the reverse stock-split of the Company's shares implemented on 3 January 2007, any old share gave the right to one vote and any new share to ten votes, so that the number of votes attached to the shares shall remain proportional to the portion of share capital they represent.
The remaining old shares have been cancelled on 3 January 2009 and since then subject to applicable laws, all the shares of the Company give right to one voting right.
At all meetings, each shareholder has as many votes as the number of shares he holds or represents without limitation other than those which may result from legal requirements and the stipulations above. The difference between the distribution of share capital and the distribution of voting rights arises from the existence of treasury shares with no voting rights.
Pursuant to the new provisions of article L. 225-123, paragraph 3, of the French commercial code, introduced by law no. 2014-384 of 29 March 2014, a dual voting right as compared to the single voting right attached to other shares, based on the portion of share capital they represent, is granted to fully paid-up shares in the registered form and in the name of the same shareholder for more than two years. It is specified that this period of time of two years is determined as from the date of entry into force of this law, i.e. 2 April 2014, insofar as the bylaws of SCOR SE do not contain any provision on dual voting right.
Where the shares are held by a beneficial owner, the voting rights attached to those shares belong to the beneficial owner at ordinary shareholders' meetings, and to the bare owner at extraordinary shareholders' meetings.
Failure to observe the legal and statutory obligations concerning thresholds may be sanctioned by the removal of voting rights for those shares or rights exceeding the undeclared fraction.
After approval of the financial statements and recognition of the existence of distributable funds consisting of the earnings for the fiscal year, less prior losses and plus, if applicable, any profit carried forward, the Shareholders' Meeting shall distribute them as follows:
The Shareholders' Meeting may distribute all or part of the discretionary reserves in the form of a full or partial dividend or as an exceptional distribution; in this case, the resolution shall expressly indicate the sums to be deducted from each reserve.
Each share entitles its holder to a share (in direct proportion to the number and to the par value of the existing shares) in the corporate assets, the profits or the liquidation dividend.
The Company's bylaws (statuts) also provide that profits available for distribution can be allocated to one or more optional or statutory reserves or distributed as dividends, as may be determined by the Shareholders' Meeting.
Dividends may also be distributed from optional or statutory reserves, subject to approval by the shareholders and certain limitations, either as an addition to an annual dividend distribution or as an exceptional dividend distribution.
The payment of dividends is decided by the Shareholders' Meeting at which the annual accounts are approved following recommendation of the Board of Directors. If there is distributable profits (as shown on the interim balance sheet audited by the statutory auditors), the Board of Directors has the authority, subject to French law and regulations, without shareholder approval, to distribute interim dividends.
Dividends are distributable to shareholders pro rata their respective holdings of Ordinary Shares. Dividends are payable to holders of Ordinary Shares outstanding on the date of the Shareholders' Meeting approving the distribution of dividends or, in the case of interim dividends, on the date of the meeting of the Board of Directors approving the distribution of interim dividends. The actual dividend payment date and the modalities of such payment are determined by the Shareholders' Meeting approving the declaration of the dividends or by the Board of Directors in the absence of such determination by the shareholders. The payment of the dividends must occur within nine months of the end of the fiscal year. Dividends not claimed within five years of the date of payment revert to the French Government. According to the bylaws (statuts), shareholders may decide in an ordinary general meeting to give each shareholder the option of receiving all or part of a dividend or interim dividend in the form of Ordinary Shares. The determination of the portion, if any, of the annual dividend that each shareholder will have the option to receive in Ordinary Shares is also made at the ordinary general meeting of shareholders following a recommendation by the Board of Directors.
Dividends paid to non-residents are in principle subject to withholding tax.
In the event the Company is liquidated, its assets remaining after payment of its debts, liquidation expenses and all of its remaining obligations will be distributed in full first to repay the nominal value of the Ordinary Shares, then the surplus, if any, will be distributed pro rata among the holders of Ordinary Shares in proportion to the nominal value of their shareholdings and subject to any special rights granted to holders of preferred shares, if any.
Under French law, the Board of Directors is entitled to redeem a set number of shares as authorized by the extraordinary shareholders' meeting to the aim of a capital reduction not motivated by losses. In the case of such an authorization, the shares redeemed must be cancelled within one month after the end of the offer to purchase such shares from shareholders.
The Company may also acquire its own shares without having to cancel them:
Shareholders are liable for corporate liabilities only up to their contributions.
The bylaws stipulate no share buy-back or conversion clause.
Under current French regulations, and in particular Article L. 225-132 of the French Commercial Code, any cash capital increase gives a pre-emptive right for shareholders to subscribe to new shares which is proportional to the amount of their shares.
The Shareholders' Meeting which decides or authorizes a capital increase may, under Article L. 225-135 of the French Commercial Code, eliminate the pre-emptive subscription right for the entire capital increase or for one or more segments of said increase and may allow or not allow a priority subscription period for shareholders. When the issue is carried out through a public offering or through an offer referred to in Article L.411-2, II of the French Financial and Monetary Code without pre-emptive subscription rights, the issue price must be set according to Article L. 225-136 of the French Commercial Code.
In addition, the Shareholders' Meeting which decides on a capital increase may reserve it for named persons or categories of persons corresponding to specific characteristics, in application of Article L. 225-138 of the French Commercial Code.
The Shareholders' Meeting may also reserve it for shareholders of another company that is the target of a public exchange offer initiated by the Company pursuant to Article L. 225-148 of the French Commercial Code or for certain persons in the context of contributions in kind in application of Article L. 225-147 of the French Commercial Code.
Subject to legal provisions concerning voting rights in meetings and the right to communication conferred on shareholders, shares are not divisible with regard to the Company, so that joint co-owners are required to be represented with the Company by one of said co-owners or by a single agent, appointed by the Court in the event of disagreement.
Article 7 of SCOR SE's bylaws (statuts) provides that Ordinary Shares may be held in registered or bearer form, at the option of the shareholder.
In accordance with French law concerning dematerialization ("dématérialisation") of securities, the ownership rights of holders of the Ordinary Shares are not represented by share certificates but by book entries. Equity securities, such as the Ordinary Shares, may be held in either bearer or registered form, and a holder of equity securities may change from one form of holding to the other.
We maintain a share account with Euroclear France in respect of all Ordinary Shares in registered form (the "Company Share Account"), which, in France, is administered by BNP Paribas ("BNP") acting on our behalf as our agent. Ordinary Shares held in registered form are inscribed in the name of each shareholder (either directly, or, at the shareholders' request, through such shareholders' accredited intermediary) in separate accounts (the "Shareholder Accounts") maintained by BNP on our behalf. Each Shareholder Account shows the name of the holder and such shareholder's shareholdings and, in the case of Ordinary Shares inscribed through an accredited intermediary, shows that they are so held. BNP, as a matter of course, issues confirmations as to holdings of Ordinary Shares inscribed in the Shareholder Accounts to the persons in whose names the shareholdings are inscribed, but these confirmations do not constitute documents of title.
In the case of Shares held in bearer form, the Ordinary Shares can be held on the Shareholder's behalf by an accredited intermediary and are inscribed in an account maintained by such accredited intermediary with Euroclear France separately from the Company Share Account. Ordinary Shares held in this manner are referred to as being in bearer form. Each accredited intermediary maintains a record of Ordinary Shares held through it and will issue certificates of inscription in respect thereof. Transfers of Ordinary Shares held in bearer form may only be effected through accredited intermediaries.
The Company's bylaws (statuts) permit us to request from Euroclear France at any time the identity, address and citizenship of the holders of Ordinary Shares held in bearer form, as well the number of Ordinary Shares held by such persons and information regarding any restrictions that may be attached to the Ordinary Shares.
The Ordinary Shares held by non-French residents can be registered in an account, either maintained by an accredited intermediary or us, under the name of their intermediary, who can represent several holders. These intermediaries, acting on behalf of shareholders living outside of France, are required to declare their capacity as intermediaries as soon as the account is opened. If we request, they must also provide the identity of the actual shareholder(s).
In addition, we may, under certain circumstances as described in Section L. 228-3-1 of the French Commercial Code, request any legal entity which holds more than 2.5% of the Company's Ordinary Shares to disclose the identity of any person who owns, directly or indirectly, more than a third of such entity's share capital or voting rights. An entity not timely providing complete and accurate information may be deprived of its voting rights at any shareholders' meeting held until the date of provision of the requested identification information and the payment of dividends payable to such entity is deferred until such date. If the entity knowingly ("sciemment") refuses to comply with applicable rules, it may be deprived by a French court of all or part of the voting rights attached to the Ordinary Shares that are the subject of the information request and/or its right to dividends, for a period of up to five years.
An owner of Ordinary Shares residing outside France may trade such shares on Euronext. Should such owner, or the broker or other agent through whom a sale is completed, require assistance in this connection, an accredited intermediary should be contacted.
Prior to any transfer of Ordinary Shares held in registered form on Euronext, such shares must be inscribed in an account maintained by an accredited intermediary. Dealings in Ordinary Shares are initiated by the owner giving instructions (through an agent, if appropriate) to the relevant accredited intermediary.
A fee or commission is payable to the French broker, accredited intermediary or other agent involved in the transaction (whether within or outside France).
Under current French law, there is no limitation on the right of non-resident individuals or entities governed by foreign law to own securities of a French reinsurance company or to exercise the voting rights attached to such securities.
Under current French foreign direct investment regulations, a notice ("déclaration administrative") must be filed, however, with the French Ministry of the Economy, including in connection with (i) the acquisition by any non-resident individual or entity governed by foreign law acting alone or in concert if such acquisition results in the ownership by the acquirer(s) of more than 33.33% of the share capital or voting rights of a French reinsurance company or (ii) the acquisition by a French company in respect of which more than 33.33% of its shares or its voting rights are held by one or more nonresident individuals or one or more entities governed by foreign law if such acquisition results in the ownership by the foreign controlled French company of more than 33.33% of the share capital or voting rights of a French reinsurance company.
The rights of shareholders are set forth in the bylaws of the Company. Under Article L. 225-96 paragraph 1 of the French Commercial Code, amendments to the bylaws must be approved by the Extraordinary Shareholders' Meeting, by a majority vote of two-thirds of the shareholders present or represented.
In accordance with French law, there are two types of general shareholders' meetings: ordinary and extraordinary.
Ordinary general meetings of shareholders are required for matters such as the election, replacement and removal of directors, the appointment of statutory auditors, the approval of the annual report prepared by the Board of Directors and of the annual accounts and the declaration of dividends. The Board of Directors is required to convene an annual ordinary general meeting of shareholders, which must be held within six months of the end of our fiscal year. This period may be extended by an order of the President of the competent French Commercial Court. The Company's fiscal year begins on the first day of January of each calendar year and ends on the last day of December of that year.
Extraordinary general meetings of shareholders are required for approval of matters such as amendments to the Company's bylaws (statuts), modification of shareholders' rights, approval of mergers, increases or decreases in share capital, the creation of a new class of shares and the authorization of the issuance of securities giving access, by conversion, exchange or otherwise, to our capital. In particular, shareholder approval will be required for any and all mergers in which we are not the surviving entity or in which we are the surviving entity but in connection with which we are issuing a portion of our share capital to the shareholders of the acquired entity.
Special meetings of shareholders of a certain class of shares (such as shares with double voting rights or preferred shares) are required for any modification of the rights associated with such class of shares. The resolution of the shareholders' general meeting affecting these rights is effective only after approval by the relevant special meeting.
Other ordinary or extraordinary meetings may be convened at any time during the year. Meetings of shareholders may be convened by the Board of Directors or, if the Board of Directors fails to call such a meeting, by the statutory auditors, by the liquidators in case of bankruptcy, by shareholders owning the majority of the Ordinary Shares or voting rights after having launched a takeover bid or by an agent appointed by a court.
The court may be requested to appoint an agent either by shareholder(s) holding at least 5% of our share capital, or a duly authorized association of shareholders holding their Ordinary Shares in registered form for at least two years and holding together a certain percentage of our voting power (computed on the basis of a formula related to capitalization which on the basis of the Company's outstanding share capital as at 31 December 2014, would represent approximately 1% of our voting power) or by any interested party, including the Workers' Council ("Comité d'entreprise") in cases of urgency.
The notice calling such meeting must state the agenda for such meeting.
At least 15 days before the date set for any general meeting on first call, and at least ten days before any second call, notice of the meeting must be sent by mail to holders of Ordinary Shares who have held such Ordinary Shares in registered form for at least one month prior to the date of the notice.
Such notice can be given by e-mail to holders of Ordinary Shares in registered form who have accepted in writing this method of convocation.
For all other holders of Ordinary Shares notice of the meeting is given by publication in a journal authorized to publish legal announcements in the county in which we are registered and in the Bulletin des annonces légales obligatoires ("BALO") with prior notice given to the AMF.
At least 35 days prior to the date set for any ordinary or extraordinary general meeting, a preliminary written notice ("avis de réunion"), containing, among other things, the agenda for the meeting and a draft of the resolutions to be considered, must also be published in the BALO.
The AMF also recommends that such preliminary written notice be published in a newspaper of French national circulation.
One or several shareholder(s), holding at least a certain percentage of SCOR's share capital (computed on the basis of a formula related to capitalization which on the basis of our outstanding share capital as at 31 December 2014, would represent approximately 0.5% of our share capital), the Workers' Council or a duly authorized association of shareholders holding their Ordinary Shares in registered form for at least two years and holding together a certain percentage of the voting rights (computed on the basis of a formula related to capitalization which on the basis of the outstanding share capital as at 31 December 2014, would represent approximately 1% of SCOR SE's voting power) may, within 10 days after such publication, propose resolutions to be submitted for approval by the shareholders at the meeting.
Attendance and exercise of voting rights at ordinary general meetings and extraordinary general meetings of shareholders are subject to certain conditions. In accordance with French law and the Company's bylaws (statuts), the right to participate in Shareholders' Meetings is subject to registration of shares in the name of the shareholder or of the approved intermediary acting on his or her behalf, by T-0 (Paris time) on the second trading day prior to the Shareholders' Meeting, either in the nominative share registers held on the Company's behalf by the Company's agent or in the bearer share accounts held by an authorized intermediary.
The registration of shares in the bearer share accounts held by the authorized financial intermediary shall be demonstrated by a participation certificate issued by the latter, which must be attached to the remote voting form, to the proxy voting form, or to the request for an entry card completed in the name of the shareholder or on behalf of the shareholder represented by an authorized intermediary.
A certificate shall also be issued to any shareholder wishing to take part in person in the Shareholders' Meeting and who has not received his or her entry card by T-0 (Paris time) on the second trading day preceding the Shareholders' Meeting.
Each Ordinary Share confers on the shareholder the right to one vote. There is no provision in the bylaws (statuts) for double or multiple voting rights for the Company's shareholders. Under French company law, Ordinary Shares held by entities controlled directly or indirectly by the Company are not entitled to any voting rights.
Proxies may be granted by a shareholder or, under certain conditions, by its intermediary, to his or her spouse, to another shareholder, or by sending a proxy in blank to the Company without nominating any representative. In the latter case, the chairman of the meeting of shareholders will vote the Ordinary Shares covered by such blank proxy in favor of all resolutions proposed or approved by the Board of Directors and against all others.
Voting by mail is also allowed under French company law. Forms for voting by mail or proxy forms must be addressed to the Company, either by regular mail or, pursuant to a decision of the Board of Directors, in electronic format. Mail voting forms must be addressed to the Company within a period prior to the meeting as established by the Board of Directors. Such period may not exceed 3 days before the meeting date. Proxy forms must be received by the Company no later than 3 p.m. (Paris time) on the day prior to the meeting.
The Board of Directors can also decide to allow the shareholders to participate in and vote at any shareholders' meeting by videoconference or by any means of telecommunication that allows them to be identified and in compliance with the conditions set by applicable regulations.
The presence in person (including those voting by correspondence) or by proxy of shareholders holding not less than one fifth (in the case of an ordinary general meeting or an extraordinary general meeting where an increase in our share capital is proposed through incorporation of reserves, profits or share premium) or one-fourth (in the case of any other extraordinary general meeting) of the Ordinary Shares entitled to vote is necessary for a quorum. If a quorum is not present at any meeting, then the meeting is adjourned. On a second call, there is no quorum requirement in the case of an ordinary general meeting or an extraordinary general meeting where an increase in the Company's share capital is proposed through incorporation of reserves, profits or share premium and the presence in person (including those voting by correspondence) or by proxy of shareholders holding not less than one fifth of the Ordinary Shares entitled to vote is necessary for a quorum in the case of any other extraordinary general meeting.
At an ordinary general meeting, a simple majority of the votes cast is required to pass a resolution. At an extraordinary general meeting, a two-third majority of the votes cast is required, except for an extraordinary general meeting where an increase in our share capital is proposed through incorporation of reserves, profits or share premium, in which situation, a simple majority is sufficient.
However, a unanimous vote is required to increase liabilities of shareholders.
The general meeting's decisions are taken by a majority (either a simple majority for ordinary general meetings or a twothirds majority for extraordinary general meeting) of the votes validly cast. Abstention by those present in person or by correspondence or represented by proxy is not deemed a vote against the resolution submitted to a vote.
The rights of a holder of shares of a class of the Company's capital stock, including the Ordinary Shares, can be amended only after an extraordinary general meeting of all shareholders of such class has taken place and the proposal to amend such rights has been approved by a two-thirds majority vote of shares of such class present in person (including those voting by correspondence) or represented by proxy. The Ordinary Shares constitute our only class of capital stock.
In addition to rights to certain information regarding SCOR SE, any shareholder may, between the convocation of the meeting and the date of the meeting, submit to the Board of Directors written questions relating to the agenda for the meeting. The Board of Directors is required to respond to such questions during the meetings, subject to confidentiality concerns.
21.2.6 CONDITIONS FOR CALLING ANNUAL SHAREHOLDERS' MEETINGS AND EXTRAORDINARY SHAREHOLDERS' MEETINGS (ARTICLES 8 AND 19 OF THE BYLAWS)
Shareholders' Meetings shall be called and conducted in accordance with French law. They shall consist of all shareholders, regardless of the number of shares held. Pursuant to Article 8 ("Rights attached to each share") of the bylaws (statuts), in the two year period from the Group's reverse stock split on 3 January 2007, each Old Share was entitled to one vote and any New Share to ten votes, so that the number of votes attached to each share was proportionate to the share capital they represented.
From 3 January 2009, the date of the cancellation of old shares, each share is entitled to one vote.
The bylaws make no provision for shares with double voting rights.
Meetings are held at corporate head offices, or elsewhere as indicated in the notice of meeting.
All shareholders may attend the Meetings, in person or through an agent, with proof of identity and of the ownership of shares, either in the form of registration in his name or a certificate from an authorized intermediary designated as account holder.
The Board of Directors of the Company determines the time period during which formalities for the immobilization of bearer shares must be completed. This period is 24 hours under ordinary circumstances.
Subject to the terms and conditions set forth by the legal and regulatory provisions in force, shareholders may send their proxy voting forms or remote voting forms concerning any Shareholders' Meeting either in paper format or, if approved by the Board of Directors, by an electronic means of communication. For instructions issued by shareholders via electronic means including proxy instructions or for electronic remote voting forms, the capture and electronic signature of the shareholder may be carried out directly, if applicable, on the dedicated website set up by the Company, by any reliable identification process that safeguards the link between the signature and the form as determined by the Board of Directors and in accordance with the conditions defined by the legal and regulatory provisions in force.
The deadline for the return of remote voting forms and proxies shall be determined by the Board of Directors. Such deadline cannot be less than one day before the date of the Shareholders' Meeting. However, if authorized by the Board of Directors, electronic remote voting forms and instructions given by electronic methods involving a proxy or a power of attorney may validly be received by the Company up until 3 p.m. (Paris time) on the day preceding the Shareholders' Meeting.
The Board of Directors of the Company may also determine that shareholders may participate in and vote at any Shareholders' Meeting by videoconference or by any other mode of telecommunication permitting the identification and effective participation of the shareholders, under the conditions set forth by the legal and regulatory provisions in force.
21.2.7 PROVISIONS THAT COULD DELAY, DEFER OR PREVENT A CHANGE IN CONTROL OR IN THE SHAREHOLDING OF THE COMPANY
Pursuant to Articles L. 322-4 and R. 322-11-1 of the French Insurance Code, any transaction allowing a person acting alone or in concert with other persons, as defined by Article L. 233-10 of the French Commercial Code, to acquire, to increase, to decrease or to cease holding, directly or indirectly, as defined by Article L. 233-4 of the French Commercial Code, an equity stake in an insurance or a reinsurance company, shall be notified by such person(s) to the ACPR prior to its completion when any one of the following conditions is met:
When a decrease or sale of an equity stake, whether directly or indirectly, has been notified, the ACPR verifies whether such transaction is likely to negatively affect the company's reinsured clients as well as the sound and prudent management (gestion saine et prudente) of the company itself.
The authorization granted to the acquisition or increase of stakes, whether directly or indirectly, may be subject to the compliance with commitments taken by one or several of the applying persons.
In case of failure of these rules, and without prejudice of the provisions of Article L. 233-14 of the French commercial code, upon request from the ACPR, the District Attorney (procureur de la République) or any shareholder, the judge shall adjourn the exercise of the voting rights of the failing persons, until regularization of the situation.
Pursuant to Article L. 322-4-1 of the French Code of Insurance, the ACPR shall also inform the European Commission of any acquisition of a stake that may grant control of a reinsurance company to a company whose registered office is located in a State not party to the European Economic Area agreement.
Upon application by the proper authority of the EU, the ACPR may object during a three-month period to any acquisition of a stake liable to have the consequences referred to under the previous paragraph. The three-month time limit may be extended by the EU Council's decision.
French law provides that any individual or legal entity, acting alone or in concert with others, that holds, directly or indirectly, more than 5%, 10%, 15%, 20%, 25%, 30%, 33 1/3%, 50%, 66 2/3%, 90%, or 95% of the shares or the voting rights attached to the shares, or whose holding decreases below any such thresholds, must notify us within four trading days of crossing that threshold, of the number of shares and voting rights it holds. An individual or a legal entity must also notify the AMF within four trading days of crossing such threshold. Any shareholder who fails to comply with these requirements will have its voting rights in excess of such thresholds suspended for a period of two years from the date such shareholder complies with the notification requirements and may have all or part of its voting rights suspended for up to five years by the Commercial Court at the request of our Chairman, any of our shareholders or the AMF. In addition, every shareholder who, directly or indirectly, acting alone or in concert with others, acquires ownership of shares representing 10%, 15%, 20% or 25% of our share capital must notify us and the AMF of its intentions for the six months following such acquisition. Failure to comply with this requirement will result in the suspension of the voting rights attached to the shares exceeding the applicable threshold held by the shareholder for a period of two years from the date on which the shareholder has cured such default and, upon a decision of the Commercial Court, part or all the shares of such shareholder may be suspended for up to five years.
In addition to the above statutory requirements, the Company's bylaws (statuts) provide that any natural person or legal entity, acting alone or in concert, which comes to hold or ceases to hold, either directly or indirectly, a fraction of the share capital or of the voting rights of the Company equal to or greater than 2.5%, or 5%, or 10%, or 15%, must inform us by registered letter, return receipt requested, addressed to the registered office, within five trading days of the date of the crossing of such threshold, of the total number of shares and/or of securities giving access to share capital held either directly or indirectly or in concert by such natural person or legal entity. The failure to comply with this requirement is sanctioned, upon request of one or more shareholders holding at least 2.5% of our share capital, noted in the minutes of the Shareholders' Meeting, by the suspension of voting rights from all shares in excess of the non-declared fraction for any Shareholders' Meeting that may take place during a period of two years following the date of the regularization of the notification.
Regulations of the AMF generally require, subject to limited exemptions granted by the AMF, any individual or entity that acquires, alone or in concert with others, shares representing 30% or more than SCOR's share capital or voting rights, to initiate a public tender offer for all remaining outstanding securities of the company (including, for these purposes, all Ordinary Shares and all securities convertible into or exchangeable for or otherwise giving access to equity securities).
21.2.9 CONDITIONS GOVERNING MODIFICATIONS TO THE SHARE CAPITAL (OTHER THAN LEGAL PROVISIONS)
Not applicable.
For the two years immediately preceding publication of this Reference Document, there are no material contracts other than contracts entered into in the ordinary course of business, to which the issuer or any member of the Group is a party.
As at the present Reference Document, there is no any other material contract (not being a contract entered into in the ordinary course of business) entered into by any member of the Group which contains any provision under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of the Reference Document.
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| 23.1 Expert's report |
303 | ||
|---|---|---|---|
| 23.2 | Information from third parties | 303 |
Not applicable.
The Company certifies that all the following information stated in this Registration Document and received from third parties has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by such third party, no facts have been omitted, which would render the reproduced information inaccurate or misleading:
Throughout the period of validity of the Registration Document, the bylaws and any other document required by law may be consulted and are freely available upon request from the registered office of the Company at 5 avenue Kléber, 75016 Paris.
The information published by SCOR within the last 12 months (from 5 March 2014 to 4 March 2015) is available for downloading from the following sites:
As concerns the holdings held directly by SCOR, refer to:
As at 31 December 2014, SCOR held indirectly shares or units in the following companies, which represent at least 10% of the consolidated net assets or generate at least 10% of the consolidated net profit or loss.
| Registered office | Type of business | % Capital | |
|---|---|---|---|
| SCOR Switzerland AG | General Guisan – Quai 26 – 8022 Zurich - Switzerland | Reinsurance | 100% |
| SCOR Global Life | – 4th Floor, Block C, Whitaker Court – 28-29 Sir John | ||
| Reinsurance Ireland Ltd | Rogersons Quay – Dublin 2 - Ireland | Reinsurance | 100% |
| SCOR Reinsurance | One Seaport Plaza – 199 Water Street, Suite 2100 – New | ||
| Company | York, NY 10038 - USA | Reinsurance | 100% |
| SGL USA Reinsurance | 11625 Rosewood Street -Suite # 300 - Leawood, KS - | ||
| Company | 66211-2000 - USA | Reinsurance | 100% |
Not applicable.
Refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 22 – Other operating and administrative expenses for the detail of audit fees.
The bylaws of the Company are described in this Registration Document and can be looked at on the Internet website of the Company. The other legal documents relating to the Company can be looked at the Company registered offices pursuant to the applicable rules and regulations.
The Registration Document of the Company filed with the l'Autorité des marchés financiers, as well as the press releases of the Company, its annual and half-year reports, its annual and consolidated financial statements as well as the information relating to the transactions upon treasury shares and to the total number of shares and voting rights can be looked at on the Company's Internet web site at the following address: www.scor.com.
APPENDIX A: UNCONSOLIDATED CORPORATE FINANCIAL STATEMENTS OF SCOR SE
| 1.1 | Significant events of the year | 316 |
|---|---|---|
| 1.2 | Balance sheet | 317 |
| 1.3 | Income statement | 319 |
| 1.4 | Off-balance sheet commitments | 322 |
| 1.5 | Notes to the corporate financial statements |
323 |
| 1.6 | Certification of audit of historical financial information |
345 |
| 1.7 | Reconciliation of French GAAP to IFRS |
347 |
Pursuant to Article 28 of Regulation (EC) No. 809/2004 of the European Commission, the following information is included by reference in this Registration Document:
SCOR's unconsolidated corporate financial statements for the financial year ended 31 December 2014 are shown below:
"Significant Events Of The Year" are an integral part of the notes to the unconsolidated corporate financial statements.
This year, SCOR SE carried out the following significant transactions:
During 2014, SCOR SE earned EUR 355 million in dividends from its affiliates: EUR 125 million from SCOR Global Life SE, EUR 97 million from SCOR Global P&C SE, EUR 61 million from SCOR Holding Switzerland, EUR 40 million from SCOR AUBER SA, EUR 7 million from SCOR Global Investments SE, EUR 3 million from MRM SA and USD 28 million from SCOR US.
On 1 October 2013, SCOR entered into a short-term financing agreement with a principal amount of USD 228 million maturing 14 July 2014 to partly finance the acquisition of Generali U.S. The loan bears interest indexed to the USD 1 month Libor rate plus a spread ranging from 0.55% to 1.40% over the period. The agreement contained accelerated repayment clauses, an option to extend by 4 months the maturity date but did not set any financial covenant. This shortterm financing was early repaid during the first quarter of 2014.
In 2013, SCOR SE granted a EUR 202 million hybrid loan and a USD 228 million bridge loan to SCOR Global Life SE to fund the acquisition of Generali U.S. In 2014, the USD 228 million bridge loan has been fully paid back by SCOR Global Life SE.
On 25 September 2014, SCOR issued EUR 250 million perpetual subordinated notes, redeemable by SCOR as at payment of interest dates from 1st October 2025. The settlement of the notes took place on 1st October 2014. The coupon has been set to 3.875% (until 1 October 2025), and resets every 11 years at the prevailing 11-year EUR midswap rate + 2.7%.
On 24 September 2014, SCOR issued CHF 125 million perpetual subordinated notes, redeemable by SCOR as at payment of interest dates from 20 October 2020. The settlement of the notes took place on 20 October 2014. The coupon has been set to 3.375% (until 20 October 2020), and resets every 6 years at the prevailing 6-year CHF midswap rate + 3.0275%.
In December 2014, the Treasury Advance from SCOR Global P&C has been increased to EUR 400 million at Euribor 1 month +0.4%. In the same time, SCOR SE issued a perpetual loan with the same amount at the rate of 3.875% to SCOR Global P&C.
In May 2014, SCOR SE created SCOR Brazil Resseguros SA with a EUR 33.5 million share capital.
| Impairment | |||||
|---|---|---|---|---|---|
| Gross | and | 2014 | 2013 | ||
| In EUR million | balance | depreciation | Net | Net | |
| Intangible assets | Note 3 | 4 | - | 4 | 4 |
| Investments | Notes 2 & 4 | 6,404 | 190 | 6,214 | 5,545 |
| Real estate investments | 207 | 1 | 206 | 206 | |
| Investments in associates | 5,849 | 186 | 5,663 | 5,174 | |
| Other investments | 348 | 3 | 345 | 165 | |
| Cash deposited with ceding companies |
- | - | - | - | |
| Investments representing unit | |||||
| linked contracts | Note 2 | - | - | - | - |
| Share of retrocessionaires in underwriting reserves |
Note 4 | 25 | - | 25 | 28 |
| Reinsurance reserves (Life) | - | - | |||
| Loss reserves (Life) | - | - | - | - | |
| Unearned premiums reserves (Non-Life) |
- | - | - | - | |
| Loss reserves (Non-Life) | 25 | - | 25 | 28 | |
| Other underwriting reserves (Non Life) |
- | - | - | - | |
| Accounts receivable | Note 4 | 2,250 | 13 | 2,237 | 194 |
| Accounts receivable from | |||||
| reinsurance transactions | 2,053 | - | 2,053 | 31 | |
| Other accounts receivable | 197 | 13 | 184 | 163 | |
| Other assets | Note 3 | 280 | 22 | 258 | 366 |
| Property, plant and equipment | 102 | 22 | 80 | 178 | |
| Cash and cash equivalents | 38 | - | 38 | 45 | |
| Treasury shares | 140 | - | 140 | 143 | |
| Accrued income and deferred | |||||
| charges | Note 4 | 151 | - | 151 | 2,020 |
| Due and accrued interests on rental income | 4 | - | 4 | 3 | |
| Deferred acquisition costs - assumed (Non-Life) |
108 | - | 108 | 86 | |
| Reinsurance estimates - assumed | - | - | - | 1,914 | |
| Other accruals | 39 | - | 39 | 17 | |
| Bond redemption premiums | - | - | - | - | |
| TOTAL | 9,114 | 225 | 8,889 | 8,157 |
| In EUR million | 2014 | 2013 | |
|---|---|---|---|
| Shareholders' equity and reserves | (1) / Note 5 |
2,794 | 2,650 |
| Share capital | 1,518 | 1,518 | |
| Additional paid-in capital | 813 | 813 | |
| Revaluation reserve | - | - | |
| Unavailable reserve | - | - | |
| Other reserves | 53 | 53 | |
| Capitalization reserve | 3 | 3 | |
| Retained earnings | 5 | 21 | |
| Net income of the year | 387 | 227 | |
| Regulated reserves | 15 | 15 | |
| Other capital base | 1,642 | 1,270 | |
| Gross underwriting reserves | Note 4 | 3,583 | 3,401 |
| Reinsurance reserves (Life) | 459 | 473 | |
| Loss reserves (Life) | 169 | 177 | |
| Unearned premiums reserves (Non-Life) | 404 | 324 | |
| Loss reserves (Non-Life) Other underwriting reserves (Non-Life) |
1,962 | 1,871 | |
| 589 | 556 | ||
| Equalization reserves (Non-Life) | - | - | |
| Underwriting reserves for unit-linked contracts | |||
| Contingency reserves | Note 6 | 125 | 96 |
| Cash deposits received from retrocessionaires | Note 4 | - | - |
| Other liabilities | Note 4 | 745 | 734 |
| Liabilities arising from reinsurance operations | 2 | - | |
| Convertible bond issue | - | - | |
| Debts to credit institutions | - | - | |
| Negotiable debt securities issued by the company | - | - | |
| Other loans, deposits and guarantees received | 626 | 620 | |
| Other liabilities | 117 | 114 | |
| Deferred income and accrued expenses | Note 4 | - | 6 |
| Deferred commissions received from reinsurers (Non-Life) | - | - | |
| Reinsurance estimates - Retrocession | - | 1 | |
| Other accruals | - | 5 | |
| TOTAL | 8,889 | 8,157 |
(1) Data for financial years 2014 and 2013 are before appropriation of results
| In EUR million | Gross transactions |
Retroceded transactions |
2014 net transactions |
2013 net transactions |
|---|---|---|---|---|
| UNDERWRITING ACCOUNT, NON-LIFE | ||||
| Earned premiums | 1,227 | (11) | 1,216 | 924 |
| Written premiums | 1,283 | (11) | 1,272 | 979 |
| Change in unearned premiums | (56) | - | (56) | (55) |
| Allocated investment income | 162 | - | 162 | 128 |
| Other technical income | 164 | - | 164 | 164 |
| Claims expenses | (767) | 3 | (764) | (617) |
| Benefits and costs paid | (731) | 9 | (722) | (503) |
| Claims reserve expenses | (36) | (6) | (42) | (114) |
| Expenses for increasing risk reserves | (33) | - | (33) | (15) |
| Acquisition and administration costs | (339) | - | (339) | (269) |
| Acquisition expenses | (321) | - | (321) | (260) |
| Administration expenses | (18) | - | (18) | (9) |
| Commissions received from reinsurers | - | - | - | - |
| Other underwriting expenses | (188) | - | (188) | (158) |
| Change in equalization reserves | - | - | - | - |
| Change in liquidity reserves | - | - | - | - |
| NON-LIFE UNDERWRITING INCOME (LOSS) | 226 | (8) | 218 | 157 |
| Gross transactions |
Retroceded transactions |
2014 net transactions |
2013 net transactions |
|
|---|---|---|---|---|
| In EUR million UNDERWRITING ACCOUNT, LIFE |
||||
| Earned premiums | 303 | - | 303 | 371 |
| Investment revenues | 51 | - | 51 | 48 |
| Investment income | 43 | - | 43 | 41 |
| Other investment income | 6 | - | 6 | 6 |
| Realized gains | 2 | - | 2 | 1 |
| Unit-linked policy adjustments (capital gain) | - | - | - | - |
| Other technical income | - | - | - | 3 |
| Claims expenses | (238) | - | (238) | (281) |
| Benefits and costs paid | (253) | - | (253) | (302) |
| Claims reserve expenses | 15 | - | 15 | 21 |
| Expenses for Life reinsurance and other underwriting reserves |
21 | - | 21 | 7 |
| Life reinsurance reserves | 21 | - | 21 | 7 |
| Unit-linked contract reserves | - | |||
| Other underwriting reserves | - | |||
| Acquisition and administration costs | (66) | - | (66) | (115) |
| Acquisition expenses Administrative expenses |
(64) (2) |
- - |
(64) (2) |
(108) (7) |
| Commissions received from reinsurers | - | |||
| Investment expenses | (15) | - | (15) | (17) |
| Internal and external investment management expenses and interest expenses |
(10) | - | (10) | (10) |
| Other investment expenses | (1) | - | (1) | (3) |
| Realized losses from investments | (4) | - | (4) | (4) |
| Unit-linked policy adjustments (capital loss) | - | - | - | - |
| Other underwriting expenses | (60) | - | (60) | (66) |
| Change in liquidity reserve | - | - | - | - |
| LIFE UNDERWRITING INCOME (LOSS) | (4) | - | (4) | (50) |
| In EUR million | 2014 net transactions | 2013 net transactions |
|---|---|---|
| NON-UNDERWRITING ACCOUNT | ||
| Non-Life underwriting income | 218 | 157 |
| Life underwriting income | (4) | (50) |
| Investment revenues | 470 | 408 |
| Investment income | 403 | 352 |
| Other investment income | 59 | 46 |
| Realized gains | 8 | 10 |
| Investment expenses | (140) | (145) |
| Internal and external investment management expenses and interest expenses |
(96) | (85) |
| Other investment expenses | (10) | (27) |
| Realized losses from investments | (34) | (33) |
| Gains from transferred investments | (162) | (128) |
| Other non-underwriting gains | - | - |
| Other non-underwriting expenses | (2) | (12) |
| Non-recurring gains/losses | (6) | (2) |
| Employee profit sharing | (1) | (2) |
| Income taxes | 14 | 1 |
| FINANCIAL YEAR RESULTS | 387 | 227 |
| NET EARNINGS PER SHARE (in EUR) | 2.01 | 1.18 |
| Related | |||||
|---|---|---|---|---|---|
| In EUR million COMMITMENTS RECEIVED |
Note 15 | companies | Other | 2014 | 2013 |
| 2,411 | 1,816 | 4,227 | 1,904 | ||
| Rate swaps | - | - | - | - | |
| Rate and currency swaps (cross-currency swaps) | - | 1,011 | 1,011 | 995 | |
| Foreign currency forward purchases | 151 | 344 | 495 | 329 | |
| Letters of credit | - | 461 | 461 | 580 | |
| Endorsements and sureties | - | - | - | - | |
| Parental guarantees | 2,260 | - | 2,260 | - | |
| COMMITMENTS GIVEN | Note 15 | 10,367 | 1,337 | 11,704 | 1,341 |
| Endorsements, sureties and credit guarantees | |||||
| given | - | 7 | 7 | 14 | |
| Endorsements, sureties | - | 1 | 1 | 9 | |
| Letters of credit | - | 6 | 6 | 5 | |
| Investment securities and assets acquired with commitment for resale |
- | - | - | - | |
| Other commitments on investment securities, | |||||
| assets or revenues | - | 973 | 973 | 973 | |
| Rate swaps | - | - | - | - | |
| Rate and currency swaps (cross-currency swaps) | - | 973 | 973 | 973 | |
| Underwriting commitments | - | - | - | - | |
| Other commitments given | 10,367 | 357 | 10,724 | 354 | |
| Securities pledged to ceding companies | - | 12 | 12 | 13 | |
| Marketable securities pledged to financial institutions | - | 2 | 2 | - | |
| Contract termination indemnities | - | 1 | 1 | 8 | |
| Foreign currency forward sales | 148 | 342 | 490 | 333 | |
| Parental guarantees | 10,219 | - | 10,219 | - | |
| COLLATERAL RECEIVED FROM RETROCESSIONAIRES |
- | - | - | - |
The corporate financial statements for the year ended 31 December 2014 are presented in accordance with the European Directive of 19 December 1991, the French Decree 94-481 of 8 June 1994, and the Order of 20 June 1994 as amended by the Order of 28 July 1995, for which the application has been extended to include reinsurance companies. The income statement was split between the Non-Life underwriting statement, the Life underwriting statement and the non-underwriting statement. In addition to reinsurance operations, the underwriting accounts include general expenses and income from investments relating to reinsurance activities. Income from invested shareholders' equity is recorded in the non-underwriting account.
Intangible assets consist of:
Investments are initially recorded at historical acquisition cost, excluding expenses. After initial recognition, investments are valued based on the asset category to which they belong and on the length of time during which they are expected to be held.
Investments in associates are initially recorded at historical acquisition cost, including expenses. The fair value of investments in associates is an estimated value based on the utility of the investment to the Company and on its market value (in light of its actual share price, the revalued shareholders' equity, the actual results and the future outlook).
For active reinsurance companies, the fair value is estimated based on consolidated net assets, excluding goodwill and before elimination of shares, including unrealized capital gains or losses and by the Embedded Value for Life Reinsurance and forecasts of future profits for Non-Life Reinsurance, net of tax. It does not include the value of future business for Life Reinsurance.
At each balance sheet date, if the carrying value of an investment in associate is below its historical cost, an analysis is conducted in order to determine if an impairment loss should be recorded. The assumptions and outcome of this analysis, conducted as at 31 December 2014, are detailed in Note 2.1.
For real estate and financial (holding) companies, the fair value is calculated as the pro rata of the net assets including unrealized gains, net of tax. An impairment allowance is recorded on a line-by-line basis when such values are below historical cost.
Equity securities and other variable-income securities are recorded at cost, excluding expenses. The realizable value as at the balance sheet date is determined according to article R.332-20 of the French Insurance Code. For listed securities, it corresponds to the share price at the balance sheet date. For unlisted securities, the fair value is based on net assets.
When the realizable value is more than 20% below the initial cost for more than six consecutive months, a detailed lineby-line analysis is performed to determine whether the impairment is permanent. In accordance with the Notice of 18 December 2002 (amended on 15 December 2008) issued by the Emergency Committee of the French National Accounting Commission, an impairment allowance is recorded on a line-by-line basis for securities which are considered permanently impaired.
In accordance with Statement 2013-03 dated 13 December 2013 of the French standard-setter, the difference between cost and redeemable par value of depreciable assets in the scope of article R.332-20 of the French insurance Code is amortized to income over the remaining period until maturity.
Bonds and other fixed-income securities are recorded at cost, excluding accrued interests. In compliance with article R. 332-19 of the French Insurance Code, the difference between cost and redeemable par value is amortized to income over the remaining period until maturity using the effective interest rate method.
No impairment is recognized for differences between net book value, as decreased or increased by the amortization of any premium or discount, and the realizable value. An impairment provision is recorded only in the event of issuer default. Upon disposal, any realized gain or loss is allocated to the capitalization reserve.
An impairment allowance is recorded for loans or other accounts receivable due in more than one year if the fair value is below historical cost.
A liquidity risk reserve is recorded for the possible need to liquidate assets in order to make immediate payment on major claims. This reserve is included in underwriting reserves and is recorded when the total net book value of assets, excluding bonds and other fixed income securities (investments valued according to article R. 332-19 of the French Insurance Code), exceeds their fair value. The fair value corresponds to the market price for listed shares, the net asset value for unlisted shares and the net realizable value for investments in subsidiaries as described in Note 2.1.
Based on the calculations performed, no such reserve was required or recorded in the financial statements for 2014 and 2013.
Items included in this caption are recorded at their historical cost.
Equipment, furniture and fixtures are depreciated on a straight-line or sliding scale basis depending on their estimated useful lives:
Office equipment and furniture 5 to 10 years General fixtures 10 years Transport equipment 4 to 5 years
Deposits and security deposits relate primarily to rented facilities.
An allowance for bad debts relating to accounts receivable from reinsurance transactions and other receivables is recorded when recoverability is uncertain.
The Company records all liabilities relating to employee benefits on its balance sheet.
The Company recorded all past service costs unrecognized as at 1 January 2013 through retained earnings for EUR 3 million in accordance with Statement 2013-02 dated 7 November 2013.
In Opinion 2008-17 dated 6 November 2008 relating to the accounting of stock options and free share allocation plans, the CNC redefined the accounting of such benefits granted to employees and the accounting for impairment of treasury shares held for such plans. In the event of delivery of existing shares, the expense should be recognized over the vesting period if the attribution of shares is based on the employee remaining with the company over the vesting period. As such, at each period end, a provision for risk is recorded for the estimated cost (calculated as the difference between the cost to acquire the shares and nil value) to which a pro rata is applied, from the date of attribution, to the end of the vesting period, over the entire vesting period.
This financial statements caption includes the various subordinated or unsubordinated bonds issued by the Company as described in Note 4.1.
Debt issuance costs are amortized over the life of the respective debt. Interests on financial debt are included in financing expenses.
Assumed reinsurance is recorded upon receipt of accounts transmitted by ceding companies.
Pursuant to the provisions of article R.332-18 of the French Insurance Code, accounts not yet received from ceding companies at the end of the financial year are estimated, in order to better reflect SCOR's reinsurance commitments in the financial statements. This method applies to most contracts underwritten during the current financial year and to prior-year contracts where relevant.
Estimates of premiums and commissions not yet received from ceding companies at period end are recorded in the income statement and shown on the balance sheet under "Accounts receivables from reinsurance transactions".
Overall, the premiums recorded for the year (premiums reported in the accounts received from cedents and estimated premiums) correspond to the estimated premium expected at the time the policy was underwritten.
Estimated claims expenses are recorded in loss reserves.
The retroceded portion of assumed reinsurance, determined in accordance with the treaty terms, is recorded separately from the assumed reinsurance transaction.
The retrocessionaires' share in estimates of assumed premiums and commissions is shown in liabilities under "Liabilities arising from reinsurance operations".
Cash deposits received from retrocessionaires are shown within liabilities on the balance sheet.
Securities pledged as collateral by reinsurers to guarantee their commitment are presented off balance sheet at their fair value.
Finite reinsurance treaties, as defined under article L. 310-1-1 of the French Insurance Code, have to be accounted for under the provisions of opinion 2009-12 dated 1 October 2009 issued by the CNC.
In none of the presented years did SCOR SE underwrite any such treaty.
An unearned premium reserve is calculated either pro rata temporis on a contract-by-contract basis, or using a statistical method when the results do not differ significantly from the contract-by-contract method.
SCOR determines the amount of loss reserves at the end of the year at a level which covers the estimated amount of its commitments as well as estimated claims management costs for both reported and unreported claims (net of estimated recovery and subrogation). These reserves, which pertain to all claims, reported or unreported, are evaluated on the basis of their undiscounted "ultimate" cost. Ultimate claims expense for a contract is estimated based on statistical experience for similar policies.
Loss reserves, including estimated claims paid, are calculated based on expected results and supplement the information communicated by ceding companies.
The mathematical reserves for Life reinsurance are submitted by ceding companies and completed by estimates calculated by Life actuaries using statistics based on historical date and information provided by underwriters.
Additionally, estimated claims are included in the provisions for claims payable.
The Company is required to have adequate reserves to cover its commitments after consideration of estimated investment returns, mortality, morbidity and lapse rates, and other assumptions.
A provision for increasing risk is recorded for long-term care and disability business. This risk increases with the age of the insured although the premiums are typically constant. It is equal to the difference between the discounted values of the respective commitments of the insured and insurer.
The costs associated with the acquisition of new Non-Life contracts, essentially commissions, are recorded as assets within the limits of contract profitability. They are amortized over the acquisition period of the premiums. The acquisition costs of Life reinsurance operations are usually not deferred.
Pursuant to the provisions of article R. 341-7 of the French Insurance Code, foreign currency transactions of the Company are recorded in their original currency. For purposes of financial statements' presentation, balance sheet amounts are converted into Euro using the year end exchange rates or the rate of the closest prior date. Since 1 January 2008, SCOR has applied the new rules relating to the accounting of transactions in foreign currencies by entities subject to the rules of the Insurance Code as required by the CNC in its opinion n° 2007-02 dated 4 May 2007.
At each balance sheet date, items in foreign currencies are converted into Euro by allocating the underlying transactions as follows:
Differences relating to the conversion of structural positions are recorded on the balance sheet whereas conversion differences relating to operational positions are recorded in income.
The foreign currency differences on off-balance sheet positions (forward financial instrument contracts) and the related off-balance sheet account represent unrealized foreign currency gains or losses. These differences are recorded on the balance sheet in the accounts "net translation adjustments" and "regularization of forward financial instrument contracts", based on the underlying strategy.
The objective of the "net translation adjustments" account on the balance sheet is to ensure symmetrical treatment with the accounting of the exchange difference generated by the underlying instrument:
The foreign currency hedging strategy is described in Note 9.
Interest differences relating to forward contracts are recorded in interest expense or income over the effective life of the hedged operation.
In accordance with the Decree of 8 June 1994 and the Order of 20 August 1994 which set forth the rules and accounting principles for reinsurance companies, general expenses, previously recorded by type, are allocated to the following five functions: acquisition costs, claims settlement expenses, administrative expenses, investment portfolio management expenses, and other underwriting expenses.
Premium portfolio entries based on the accounts of ceding companies offset the risk on accounts managed by accounting year. Premium portfolio entries represent the portion of unearned premiums paid at the start of the contract and the financial year while the risk relates to previous years. Likewise, premium portfolios ceded represent the portion of unearned premium at the end of the financial year and of the contract. Premium portfolio entries and withdrawals are included in the premium written and are an integral part of premium income. Portfolio movements are recorded as premium and claim portfolio entries or transfer.
In the unconsolidated corporate profit and loss statement of SCOR SE under French GAAP, the Non-Life segment encompasses personal accident reinsurance in accordance with article A. 343-1 of the Insurance Code. Personal accident reinsurance belongs to the Life segment in Group consolidated financial statements under IFRS.
The use of and accounting for financial instruments comply with European Directive 2005/68/CE (also known as the Reinsurance Directive) ; with the French General Statement of Accounting Principles ("Plan Comptable Général") of 1982 ; and with French Decree No 2002-970 dated 4 July 2002, relating to the use of forward financial instruments by French insurance companies.
Such instruments may include foreign currency and interest rate swaps; caps and floors; forward currency contracts; puts and calls on equity securities and other rate options.
Income and losses in the form of interest or premiums are recorded on a pro rata basis over the life of the contract. Commitments given and received recorded at the balance sheet date reflect the nominal amount of open transactions.
In case of unrealized loss positions on swaps not defined as hedging strategy, a provision for loss risks on swaps is recognized in the accounts.
| GROSS BALANCES In EUR million |
Opening balances |
Impact of foreign exchange on opening balances |
Acquisitions creations |
Disposals | Closing balances |
|---|---|---|---|---|---|
| Land | - | - | - | - | - |
| Buildings | - | - | - | - | - |
| Shares in and advances to land and real estate companies |
207 | - | - | - | 207 |
| Equity interests | 4,263 | - | 56 | - | 4,319 |
| Cash deposited with ceding companies (related & associated companies) |
29 | - | - | 1 | 28 |
| Loans (related and associated companies) |
1,122 | - | 677 | 297 | 1,502 |
| Other investments | 171 | 19 | 718 | 560 | 348 |
| Cash deposited with other ceding companies |
- | - | - | - | - |
| TOTAL | 5,792 | 19 | 1,451 | 858 | 6,404 |
| DEPRECIATION AND IMPAIRMENT In EUR million |
Opening balances |
Impact of foreign exchange on opening balances |
Increases in allowances for the financial year |
Reversals during the financial year |
Closing balances |
|---|---|---|---|---|---|
| Land | - | - | - | - | - |
| Buildings | - | - | - | - | - |
| Shares in and advances to land and real estate companies |
1 | - | - | - | 1 |
| Equity interests | 240 | - | 8 | 62 | 186 |
| Loans (related and associated companies) |
- | - | - | - | - |
| Other investments | 6 | - | - | 3 | 3 |
| TOTAL | 247 | - | 8 | 65 | 190 |
The loan granted by SCOR SE to SCOR Global Life for EUR 530 million for the financing of the Transamerica International Reinsurance Ireland acquisition was converted into a perpetual loan in December 2014. The interest rate has been set to 6.96% until 2 August 2016, floating thereafter.
For the financing of the Transamerica International Reinsurance Ireland acquisition, a USD 74 million treasury advance was done (USD 24 million as at 31 December 2014, i.e. EUR 19 million). As a consequence, the total financing amounts to EUR 549 million in 2014 (EUR 584 million in 2013).
In December 2014, SCOR SE granted a CHF 125 million loan to SCOR Holding Switzerland at 3.375% fixed-interest. This loan is due on 20 October 2020.
SCOR SE granted a EUR 400 million perpetual loan to SCOR Global P&C SE at 3.875% until 1 October 2025, floating thereafter. Meanwhile, SCOR SE has received a treasury advance for EUR 400 million from SCOR Global P&C SE at 1 month EURIBOR rate plus a margin of 0.40%.
The EUR 202 million hybrid loan granted to SCOR Global Life SE in 2013 to fund the acquisition of Generali U.S. by SCOR Global Life Americas Holding has been converted into a perpetual loan in 2014 at 5.90% until 30 November 2018, floating thereafter.
The treasury advance with SCOR AUBER SA has increased by EUR 123 million and has been partially repaid for EUR 57 million during the year.
The USD 228 million bridge loan to SCOR Global Life SE to fund the acquisition of Generali U.S. has been fully repaid during the year.
At 31 December 2014, provisions against equity investments can be analyzed as follows:
SCOR US Corporation: EUR 176 million in 2014 compared to EUR 238 million in 2013.
The shares held in SCOR US Corporation were valued using the following method and assumptions: enterprise value was assessed based on revalued net assets increased by the creation of future value determined using the Discounted Cash Flow (DCF) method. Projected income was used for the DCF method.
| Unrealized | ||||
|---|---|---|---|---|
| In EUR million | Gross value |
Net book value |
Realizable value |
gains and losses |
| 1 - Real estate investments and real estate investments in process |
207 | 206 | 327 | 121 |
| 2 - Shares and other variable-income securities (other than mutual fund shares) |
4,323 | 4,134 | 6,913 | 2,779 |
| 3 - Mutual funds shares (other than those in 4) | 3 | 3 | 3 | - |
| 4 - Mutual fund shares exclusively invested in fixed-income securities |
16 | 16 | 16 | - |
| 5 - Bonds and other fixed-income securities | 17 | 17 | 17 | - |
| 6 - Mortgage loans | - | - | - | - |
| 7 - Other loans and similar bills | 1,502 | 1,502 | 1,502 | - |
| 8 - Deposits with ceding companies | 28 | 28 | 28 | - |
| 9 - Cash deposits (other than those in 8) and security deposits |
308 | 308 | 308 | - |
| 10 - Unit-linked investments | - | - | - | - |
| Sub-total | 6,404 | 6,214 | 9,114 | 2,900 |
| 11 - Other forward instruments | - | - | - | - |
| - Investment or divestment strategy | - | - | - | - |
| - Anticipation of investment | - | - | - | - |
| - Yield strategy | - | - | - | - |
| - Other transactions | 39 | 39 | 39 | - |
| - Amortization premium/discount | - | - | - | - |
| 12 - Total lines 1 to 11 | 6,443 | 6,253 | 9,153 | 2,900 |
| a) including: | ||||
| - investments valued according to article R.332-19 | 17 | 17 | 17 | - |
| - investments valued according to article R.332-20 | 6,387 | 6,197 | 9,097 | 2,900 |
| - investments valued according to article R.332-5 | - | - | - | - |
| - Forward instruments | 39 | 39 | 39 | - |
| b) including: | ||||
| - investments and forward instruments issued in OECD countries |
6,038 | 5,848 | 8,763 | 2,915 |
| - investments and forward instruments issued in non OECD countries |
405 | 405 | 390 | (15) |
Shares in affiliates
In May 2014, SCOR SE set up the company SCOR BRAZIL RESSEGUROS SA in which it holds 100% of shares for the amount of EUR 33.5 million.
During 2014, SCOR SE acquired 100% of Editions Belin and a majority interest in P.U.F.
As at 31 December 2014, loans and advances granted by SCOR SE to its subsidiaries amounted to EUR 1,503 million (including EUR 750.8 million to SCOR Global Life SE, EUR 400 million to SCOR Global P&C SE, EUR 135.3 million to SCOR AUBER SA and EUR 102.3 million to GIE Informatique) compared to EUR 1,122 million as at 31 December 2013 (including EUR 952 million to SCOR Global Life SE, EUR 70 million to SCOR AUBER SA and EUR 88 million to GIE Informatique).
During the fiscal year, the cash advance with SCOR AUBER SA has increased of EUR 123 million and has been partially repaid for EUR 57 million.
Loans granted to SCOR SE by its subsidiaries amounted to EUR 507.1 million (including EUR 0.3 million from SCOR Global Life SE, EUR 95.4 million from SCOR HOLDING SWITZERLAND and EUR 400 million from SCOR Global P&C SE) compared to EUR 328 million as at 31 December 2013 (including EUR 47 million from SCOR Global Life SE, EUR 126 million from SCOR HOLDING SWITZERLAND and EUR 136 million from SCOR Global P&C SE).
For 2014, SCOR SE recognized EUR 56.1 million in financial income from loans with related companies and EUR 3.7 million in interest expense on borrowings with related companies.
| Guarantees | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Original | Share | (1) Reserves / |
(1) Share of | Gross book | Net book | Loans and |
Receivables against |
and / |
(2) Turn over | Net (1) / |
(1) Dividends / |
| currency | capital / | capital | value | value | advances | issuers | pledges given |
income | received | |||
| (Amounts in EUR million) | (OC)* | (OC)* | (OC)* | (EUR) | (EUR) | (EUR) | (EUR) | (EUR) | (OC)* | (OC)* | (EUR) | |
| A-RELATED ENTITIES: DETAILED INFORMATION | ||||||||||||
| - SCOR GLOBAL LIFE SE |
EUR | 287 | 645 | 99.99% | 471 | 471 | 751 | 42 | 2,224 | 2,826 | 123 | 125 |
| 5 avenue Kléber, 75116 PARIS, France | ||||||||||||
| - SCOR GLOBAL P&C SE |
EUR | 582 | 1,621 | 99.99% | 1,615 | 1,615 | 400 | - | 2,112 | 3,170 | 261 | 97 |
| 5 avenue Kléber, 75116 PARIS, France | ||||||||||||
| - SCOR US CORPORATION |
USD | 330 | 796 | 100.00% | 1,315 | 1,139 | - | 2 | - | - | 22 | 22 |
| 199 Water Street, NEW YORK, NY 10038- 3526 USA |
||||||||||||
| - MRM |
EUR | 44 | 72 | 59.90% | 56 | 56 | - | - | - | 15 | (7) | 3 |
| 5 avenue Kléber, 75116 PARIS, France | ||||||||||||
| - SCOR AUBER S.A. (France) |
EUR | 47 | 88 | 100.00% | 149 | 149 | 135 | 5 | - | 4 | 32 | 40 |
| 5 avenue Kléber, 75116 PARIS, France | ||||||||||||
| - SCOR Holding (Switzerland) AG |
EUR | 382 | 1,269 | 40.68% | 788 | 788 | 104 | - | - | - | 133 | 61 |
| General Guisan-Quai 26, 8022 Zurich, Switzerland | ||||||||||||
| - ASEFA S.A. |
EUR | 38 | (7) | 39.97% | 15 | 9 | - | - | - | - | (15) | - |
| Avda Manoteras 32 Edificio A 28050 Madrid, Spain |
||||||||||||
| - SCOR PERESTRAKHOVANIYE.O.O.O. |
RUB | 800 | 332 | 100.00% | 21 | 21 | - | - | 11 | 1,417 | 165 | - |
| 10 Nikolskaya Street, 109012, Moscou, Russian Federation |
||||||||||||
| - SCOR AFRICA LTD |
ZAR | - | 223 | 100.00% | 11 | 11 | - | 12 | 15 | 953 | 43 | - |
| 2nd Floor, West Tower, Maude Street, Nelson Mandela Square, Sandton 2196, South Africa |
||||||||||||
| - SCOR GLOBAL INVESTMENTS S.E. |
EUR | 3 | 4 | 100.00% | 3 | 3 | - | - | - | - | 3 | 7 |
| 5 avenue Kléber, 75116 PARIS, France | ||||||||||||
| - SCOR BRAZIL RESSEGUROS S.A Avenida Paisagista José Silva de Azevedo Neto, 200 - Bloco 4 - Sala 404 |
BRL | 100 | - | 100.00% | 34 | 34 | - | - | - | - | 2 | - |
| Barra de Tijuca - Rio de Janeiro – Brazil TOTAL A |
4,478 | 4,296 | 1,390 | 61 | 4 ,362 | 355 | ||||||
| B- ENTITIES WITH EQUITY INTEREST |
||||||||||||
| - In France |
43 | 39 | 110 | - | - | |||||||
| TOTAL | 4,521 | 4,335 | 1,500 | 61 | 4,362 | 355 |
(1) Data based on IFRS accounts 2014
(2) SCOR guarantees with limits as to amounts listed above, the underwriting liabilities of its subsidiaries pertaining in particular to their obligations relative to the payment of claims. In return, SCOR GLOBAL P&C SE and SCOR GLOBAL LIFE SE guarantee,
on behalf and for the benefit of SCOR SE, the full and prompt performance of all of SCOR SE's payment obligations under all insurance, reinsurance and financial contracts entered into by SCOR SE
(*) OC: Original Currency
| Opening | Acquisitions | Closing | ||
|---|---|---|---|---|
| In EUR million | balances | / creations | Disposals | balances |
| GROSS VALUES | 197 | 2 | (93) | 106 |
| Intangible assets | 4 | - | - | 4 |
| Goodwill | - | - | - | - |
| Set-up costs | - | - | - | - |
| Other intangible assets | 4 | - | - | 4 |
| Tangible assets | 193 | 2 | (93) | 102 |
| Deposits and security bonds | 93 | - | (93) | - |
| Equipment, furniture, fittings and fixtures | 100 | 2 | - | 102 |
| DEPRECIATION AND ALLOWANCES | (15) | (7) | - | (22) |
| Other intangible assets (excluding goodwill) | - | - | - | - |
| Equipment, furniture, fittings and fixtures | (15) | (7) | - | (22) |
The other loans, initially classified within "Deposits and security bonds" of tangible assets are reclassified in "other investments". The opening amount (EUR 93 million) is included in the column "disposals".
As at 31 December 2014, the number of shares held as treasury shares amounted to 6,593,132 shares (3.42% of capital) for a total value of EUR 139,798,498. These shares were acquired in the context of anticipated awards to Company employees and officers as part of share allotment plans.
| In EUR million Treasury shares |
Opening balance |
Acquisitions/ creations |
Disposals | Closing balance |
|---|---|---|---|---|
| Number | 7,343,237 | 4,199,487 | (4,949,592) | 6,593,132 |
| Amount | 142,992,673 | 103,031,026 | (106,225,200) | 139,798,499 |
| 2014 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Related | Other | Related | Other | |||||
| In EUR million | companies | affiliates | Other | Total | companies | affiliates | Other | Total |
| ASSETS (Gross) | ||||||||
| Investments | 6,050 | - | 354 | 6,404 | 5,589 | - | 203 | 5,792 |
| Investment properties Shares other than variable-income |
205 | - | 2 | 207 | 205 | - | 2 | 207 |
| securities and bonds | 4,316 | - | 43 | 4,359 | 4,262 | - | 201 | 4,463 |
| Loans | 1,501 | - | 309 | 1,810 | 1,122 | - | - | 1,122 |
| Cash deposits with ceding companies | 28 | - | - | 28 | - | - | - | - |
| Share of retrocessionaires in | 25 | - | - | 25 | 28 | - | - | 28 |
| underwriting reserves | ||||||||
| Accounts receivable | 2,018 | - | 232 | 2,250 | 126 | - | 74 | 200 |
| Accounts receivable from reinsurance transactions |
1,903 | - | 150 | 2,053 | 5 | - | 26 | 31 |
| Other accounts receivable | 115 | - | 82 | 197 | 121 | - | 48 | 169 |
| Others assets | 139 | - | 141 | 280 | 143 | - | 238 | 381 |
| Accrued income and deferred charges | 40 | - | 111 | 151 | 1,863 | - | 157 | 2,020 |
| Accrued interests and rent | 3 | - | 1 | 4 | 3 | - | - | 3 |
| Deferred acquisition costs - assumed (Non-Life) |
33 | - | 75 | 108 | 31 | - | 55 | 86 |
| Other assumed reinsurance transactions | - | - | - | - | 1,829 | - | 85 | 1,914 |
| Other accruals | 4 | - | 35 | 39 | - | - | 17 | 17 |
| LIABILITIES | ||||||||
| Other capital base | - | - | 1,642 | 1,642 | - | - | 1,270 | 1,270 |
| Gross underwriting reserves | 3,047 | - | 536 | 3,583 | 3,004 | - | 397 | 3,401 |
| Contingency reserves | - | - | 125 | 125 | - | - | 96 | 96 |
| Other liabilities | 540 | - | 205 | 745 | 387 | - | 347 | 734 |
| Liabilities arising from reinsurance | 1 | - | 1 | 2 | - | - | - | - |
| operations | ||||||||
| Financial liabilities | 507 | - | 119 | 626 | 327 | - | 293 | 620 |
| Other creditors | 32 | - | 85 | 117 | 60 | - | 54 | 114 |
| Deferred income and accrued | ||||||||
| expenses | - | - | - | - | 2 | - | 4 | 6 |
| Deferred commissions received from reinsurers (Non-Life) |
- | - | - | - | - | - | - | - |
| Reinsurance estimates - Retrocession | - | - | - | - | - | - | 1 | 1 |
| Other accruals | - | - | - | - | 2 | - | 3 | 5 |
The list of material related-party transactions required by French accounting standard CRC 2010-06 issued on 7 October 2010 is not applicable to SCOR SE as all related-party transactions are with 100%-owned entities.
| 2014 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| In EUR million | Related companies |
Other affiliates |
Other | Total | Related companies |
Other affiliates |
Other | Total |
| Other accounts receivable | 115 | - | 82 | 197 | 121 | - | 48 | 169 |
| Treasury advances granted | 37 | - | - | 37 | 59 | - | - | 59 |
| Transfer pricing receivables | 52 | - | - | 52 | 31 | - | - | 31 |
| Miscellaneous | 26 | - | 82 | 108 | 31 | - | 48 | 79 |
| Other debts | 32 | - | 85 | 117 | 60 | - | 54 | 114 |
| Treasury advances granted | 7 | - | - | 7 | 31 | - | - | 31 |
| Miscellaneous | 25 | - | 85 | 110 | 29 | - | 54 | 83 |
| 2014 | 2013 | |||||
|---|---|---|---|---|---|---|
| In EUR million | Maturity | Net book value |
Fair value | Net book value |
Fair value | |
| Other capital base | ||||||
| EUR 350 million | Perpetual | 262 | 278 | 262 | 275 | |
| CHF 650 million | Perpetual | 552 | 573 | 541 | 561 | |
| CHF 315 million | Perpetual | 268 | 285 | 263 | 275 | |
| CHF 250 million | Perpetual | 208 | 223 | 204 | 211 | |
| CHF 125 million | Perpetual | 103 | 103 | - | - | |
| EUR 250 million | Perpetual | 249 | 254 | - | - | |
| Total other capital base | 1,642 | 1,716 | 1,270 | 1,322 | ||
| Financial liabilities | ||||||
| USD 100 million | 06/06/2029 | 9 | 10 | 15 | 15 | |
| EUR 100 million | 05/07/2020 | 93 | 93 | 93 | 93 | |
| Total Financial liabilities | 102 | 103 | 108 | 108 |
The balance includes EUR 31 million accrued interests (as at 31 December 2013: EUR 28 million)
Long-term financial debt includes:
(a) Other capital base
On 28 July 2006 SCOR issued a perpetual super-subordinated notes (Tier 1 type) in an aggregate principal amount of EUR 350 million acquisition to finance the acquisition of Revios Rückversicherung AG. This debt has been reduced to EUR 257 million after repurchase of EUR 93 million during 2009. The bond issuance is represented by last-rank subordinated bearer notes with a par value of EUR 50,000 each bearing interest at an initial rate of 6.154% per annum, a floating-rate indexed on the 3-month EURIBOR plus a margin of 2.90%, payable quarterly. No fixed redemption date is set but SCOR SE reserves the right to redeem the bonds in full or in part as from 28 July 2016.
SCOR Holdings Switzerland (SHS) repurchased part of the subordinated perpetual debt (350 million) for EUR 93 million. This repurchase resulted in the cancellation of the debt (EUR 93 million) on 27 July 2009. In SCOR SE's accounts, this decrease in debt resulted in a new internal loan from SHS for EUR 93 million with the same characteristics as the subordinated perpetual debt.
a cross-currency swap detailed in Note 15.1.1 - Financial instruments received and given, in the analysis of commitments given and received.
(b) Financial liabilities
| In EUR million | 2014 | 2013 | 2012 |
|---|---|---|---|
| Reinsurance reserves (Life) | 459 | 473 | 484 |
| Loss reserves (Life) | 169 | 177 | 202 |
| Unearned premiums reserves (Non-Life) | 404 | 324 | 280 |
| Loss reserves (Non-Life) | 1,962 | 1,871 | 1,766 |
| Other underwriting reserves (Non-Life) | 589 | 556 | 541 |
| Gross underwriting reserves | 3,583 | 3,401 | 3,273 |
The reinsurance activity of SCOR SE comprises four internal quota share retrocession treaties, one with SCOR Global P&C SE, another with SCOR Global Life SE, a third with SCOR South Africa and a fourth with SCOR Perestrakhovaniye; non-proportional retrocession from the Argentinian branch of SCOR Global P&C SE; and the business underwritten by the Beijing branch.
The maturity of debt at 31 December 2014 is as follows:
| Less than 1 | |||||
|---|---|---|---|---|---|
| In EUR million | year | 1-5 years | +5 years | Total | |
| Perpetual debt (other equity) | 20 | - | 1,622 | 1,642 | |
| Other loans and deposits received | (*) / |
414 | - | 212 | 626 |
| TOTAL | 434 | - | 1,834 | 2,268 |
(*) Mainly related to loan of subsidiaries described in Note 2.3
The maturity of investments, debt, other than financial debt, and receivables is less than one year.
The analysis of accrued income and deferred charges at 31 December 2014 is as follows:
| ASSETS | LIABILITIES | |||
|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2014 | 2013 |
| Reinsurance estimates - assumed | - | 1,914 | - | 1 |
| Reinsurance estimates - assumed - Life | - | 652 | - | - |
| Reinsurance estimates - assumed - Non-Life | - | 1,267 | - | 1 |
| Other reinsurance estimates | - | (5) | - | - |
| Due and accrued interests on rental income | 4 | 3 | - | - |
| Deferred acquisition costs - Non-Life | 108 | 86 | - | - |
| Other accruals | 39 | 17 | - | 5 |
| TOTAL | 151 | 2,020 | - | 6 |
The item « Reinsurance estimates – assumed » is from now on reclassified to "Accounts receivable from reinsurance transactions", whereas the item ""Reinsurance estimates – ceded" is reclassified to "Liabilities arising from reinsurance operations".
The breakdown of the reinsurance estimates – assumed that have been reclassified is as follows as at 31 December 2014:
The share capital comprising 192,691,479 shares with a par value per share of EUR 7.8769723 amounted to EUR 1,517,825,443 as at 31 December 2014.
| In EUR million | 2013 shareholders' equity before allocation |
Income allocation | Other movements during the period |
2014 Shareholders' equity before allocation |
|---|---|---|---|---|
| Capital | 1,518 | - | - | 1,518 |
| Additional paid-in capital | 813 | - | - | 813 |
| Capitalization reserves | 3 | - | - | 3 |
| Other reserves (legal reserve) |
53 | - | - | 53 |
| Retained earnings | 21 | (16) | - | 5 |
| Net income | 227 | (227) | 387 | 387 |
| Regulated reserves | 15 | - | - | 15 |
| TOTAL | 2,650 | (243) | 387 | 2,794 |
The issuance of 4,250,962 new shares related to the first tranche of contingent capital for EUR 75 million in July 2011 was allocated to the share capital of the Company for EUR 33.5 million and to additional paid-in capital for EUR 41.5 million.
On 16 May 2012, SCOR SE issued 2,248,448 additional warrants to UBS, each warrant committed UBS to subscribe for two new shares (maximum amount of EUR 75 million). As a result of the extension of the existing EUR 75 million facility, the aggregate amount available under the combined facility upon the occurrence of natural catastrophe related trigger event was EUR 150 million.
| GROSS BALANCES | |||||
|---|---|---|---|---|---|
| In EUR million | Opening balance |
Increase | Use over the period |
Reversal without use |
Closing balance |
| Retirement provisions | 51 | 21 | - | - | 72 |
| Free share allotment plans |
21 | 7 | - | - | 28 |
| Long-term awards | 2 | - | - | (1) | 1 |
| Other provisions | 22 | 2 | - | - | 24 |
| TOTAL | 96 | 30 | - | (1) | 125 |
Contingency reserves amount to EUR 125 million, of which:
A plan amendment to the "congés de fin de carrière" and the "médailles du travail" in France occurred in the second quarter of 2014. The amendments concern the termination of the "congés de fin de carrière" on 1 January 2017 and the termination of the "médailles du travail" as at 14 July 2019. In addition, a temporary scheme called "compte senior" was implemented during the second quarter of 2014 and will be active to 31 December 2020. This scheme aims to provide, under conditions, a premium to employees going into retirement. The plan amendment resulted in a reduction of the retirement provisions. The corresponding income is recorded as a reduction of general expenses.
| Currency | Assets | Liabilities | Surplus | Surplus |
|---|---|---|---|---|
| In EUR million | 2014 | 2014 | 2014 | 2013 |
| Euro | 7,893 | 6,622 | 1 271 | 1,269 |
| US Dollar | 438 | 641 | (203) | (170) |
| Pounds sterling | 7 | 3 | 4 | 4 |
| Swiss francs | 115 | 1,130 | (1 015) | (981) |
| Japanese yen | (5) | 4 | (9) | (20) |
| Australian dollar | (3) | 10 | (13) | (18) |
| Yuan | 409 | 437 | (28) | (51) |
| New-Zealand dollar | (11) | 10 | (21) | (40) |
| Other currencies | 46 | 32 | 14 | 7 |
| TOTAL | 8,889 | 8,889 | - | - |
8.1 BREAKDOWN OF PREMIUMS BY GEOGRAPHIC REGION (COUNTRY WHERE CEDENT IS LOCATED)
| In EUR million | 2014 | 2013 |
|---|---|---|
| France | 349 | 362 |
| North America | 84 | 73 |
| South America | 49 | 35 |
| Asia | 573 | 411 |
| Europe | 381 | 350 |
| Africa | 65 | 62 |
| Rest of world | 85 | 76 |
| TOTAL | 1,586 | 1,369 |
SCOR SE premiums are the result of the implementation of four internal quota share retrocession treaties entered into jointly with SCOR Global P&C SE, SCOR Global Life SE, SCOR SOUTH AFRICA and SCOR PERESTRAKHOVANIYE, non-proportional retrocession from the Argentinian branch of SCOR Global P&C SE as well as the Chinese branch's activity.
| 2014 | ||||||
|---|---|---|---|---|---|---|
| Prior | Prior | 2013 | ||||
| In EUR million | years | 2014 | Total | years | 2013 | Total |
| Premiums | 62 | 1,520 | 1,582 | 96 | 1,271 | 1,367 |
| Portfolio entries | 2 | 20 | 22 | 10 | 23 | 33 |
| Portfolio transfers | (12) | (6) | (18) | (15) | (16) | (31) |
| Movements | (10) | 14 | 4 | (5) | 7 | 2 |
| TOTAL | 52 | 1,534 | 1,586 | 91 | 1,278 | 1,369 |
| In EUR million | 2014 | 2013 |
|---|---|---|
| Commissions - assumed | 373 | 350 |
| Commissions - retroceded | - | - |
| TOTAL | 373 | 350 |
| 2014 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| In EUR million | Related companies |
Other | Total | Related companies |
Other | Total | ||
| Revenues from securities | 355 | 2 | 357 | 321 | - | 321 | ||
| Revenues from other investments | 77 | 11 | 88 | 44 | 29 | 73 | ||
| Other revenues | 62 | 3 | 65 | 51 | - | 51 | ||
| Realized gains | - | 2 | 2 | - | 11 | 11 | ||
| TOTAL INVESTMENT INCOME | 494 | 18 | 512 | 416 | 40 | 456 | ||
| Management and financial costs | 9 | 91 | 100 | 9 | 86 | 95 | ||
| Other investment expenses | 9 | 2 | 11 | - | 30 | 30 | ||
| Realized losses | (6) | 36 | 30 | - | 37 | 37 | ||
| TOTAL INVESTMENT EXPENSES | 12 | 129 | 141 | 9 | 153 | 162 |
Dividends received from subsidiaries amount to EUR 355 million and include: SCOR Global Life SE EUR 125 million, SCOR Global P&C EUR 97 million, SCOR Holding Switzerland EUR 61 million, SCOR AUBER SA EUR 40 million, SCOR Global Investments SE EUR 7 million, MRM SA EUR 3 million and SCOR US USD 28 million (EUR 22 million).
Results from transactions involving financial instruments (rate swaps, interest-rate options, real estate swap) were posted to financial income in the net amount of EUR 0 million in 2014 as in 2013.
Currency losses were EUR (2.9) million in 2014 compared to a loss of EUR (2.2) million in 2013.
The corporate financial statements are prepared in original currencies converted to Euros. Fluctuations in the exchange rates used to convert the accounts might generate a significant foreign exchange impact. To limit the exchange rate fluctuation risk, forward foreign currency transactions are entered into at the beginning of the year to hedge the main currency surpluses in the balance sheet at the beginning of the year and adjusted during the year for material arbitrage transactions involving currencies. Hedges include spot trades of foreign currencies, forward trades of foreign currencies and option strategies.
| In EUR million | 2014 | 2013 |
|---|---|---|
| Salaries | 105 | 77 |
| Retirement | 4 | 5 |
| Benefits | 16 | 17 |
| Other | 6 | 7 |
| Total personnel expenses | 131 | 106 |
| Other general expenses | 157 | 150 |
| TOTAL GENERAL EXPENSES BY KIND | 288 | 256 |
| Workforce | ||
| Executives - Paris | 223 | 210 |
| Employees / Supervisors - Paris | 26 | 20 |
| Employees / branches | 399 | 361 |
| TOTAL CURRENT WORKFORCE | 648 | 591 |
The non-recurring loss amounts to EUR (5.6) million and is mainly due to the following items:
It breaks down into extraordinary income for EUR 1.3 million and extraordinary expenses for EUR 6.9 million.
The SCOR SE Group in France is consolidated for tax purposes and is composed of SCOR SE as the parent company of the Group, SCOR Global P&C SE, SCOR Global Life SE, SCOR Global Investments SE, SGF, SCOR Auber SA, DB Caravelle, ReMark France, SAS Mobility and Rehalto SA as subsidiaries. Under the tax agreement, SCOR SE benefits from the tax loss carry-forwards of its subsidiaries, and tax benefits are transferred back to the individual subsidiary concerned, if the entity becomes profitable in the future.
Total tax losses of the consolidated French tax Group were EUR 1,285 million as at 31 December 2014.
SCOR SE, as a stand-alone company, has a tax loss carry-forward. The corporate tax gain of EUR 14 million relates mainly to:
The table below summarizes the status of the various stock option plans for 2014:
| Plan | Date of General Meeting |
Date of Board of Directors Meeting |
Date of availability of options |
Plan expiration date |
Number of beneficiaries |
Number of options initially granted |
Number of which to Group directors |
Of which top ten attributions |
Subscription of purchase price |
Number of options remaining at 31/12/2013 |
Number of options cancelled during 2014 |
Number of options exercised during 2014 |
Number of options remaining at 31/12/2014 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2004 | 18/05/2004 | 25/08/2004 | 26/08/2008 | 26/08/2014 | 171 | 5,990,000 | 1,335,000 | 920,000 | 10.90 | 53,445 | 6,911 | 46,534 | - 177,486 |
| 2005 | 31/05/2005 | 31/08/2005 | 16/09/2009 | 16/09/2015 | 219 | 7,260,000 | 1,650,000 | 1,290,000 | 15.90 | 207,850 | 176 | 30,188 | |
| 2006 | 16/05/2006 | 28/08/2006 | 14/09/2010 | 15/09/2016 | 237 | 8,030,000 | 1 900 000 | 1,550,000 | 18.30 | 421,223 | 10,052 | 34,050 | 377,121 |
| 2006 | 16/05/2006 | 07/11/2006 | 14/12/2010 | 15/12/2016 | 55 | 2,525,000 | 1,000,000 | 1,470,000 | 21.73 | 115,500 | 5,000 | 3,000 | 107,500 |
| 2007 | 24/05/2007 | 28/08/2007 | 13/09/2011 | 13/09/2017 | 391 | 1,417,000 | 311 500 |
276,500 | 17.58 | 772,000 | 3,000 | 90,000 | 679,000 |
| 2008 | 07/05/2008 | 07/05/2008 | 22/05/2012 | 22/05/2018 | 8 | 279,000 | 279,000 | 279,000 | 15.63 | 219,000 | - | - | 219,000 |
| 2008 | 07/05/2008 | 26/08/2008 | 10/09/2012 | 10/09/2018 | 376 | 1,199,000 | - | 132,000 | 15.63 | 588,000 | 2,500 | 111,250 | 474,250 |
| 2009 | 07/05/2008 | 16/03/2009 | 23/03/2013 | 23/03/2019 | 360 | 1,403,500 | 439,000 | 439,000 | 14.92 | 999,650 | - | 152,500 | 847,150 |
| 2009 | 15/04/2009 | 15/04/2009 | 25/11/2013 | 25/11/2019 | 17 | 88,500 | - | 81,500 | 17.117 | 21,000 | - | 2,000 | 19,000 |
| 2010 | 15/04/2009 | 02/03/2010 | 19/03/2014 | 19/03/2020 | 316 | 1,378,000 | 501,000 | 485,000 | 18.40 | 1,237,000 | 6,500 | 239,200 | 991,300 |
| 2010 | 28/04/2010 | 28/04/2010 | 13/10/2014 | 13/10/2020 | 20 | 37,710 | - | 29,500 | 17.79 | 28,000 | 3,000 | 2,300 | 22,700 |
| 2011 | 28/04/2010 | 07/03/2011 | 23/03/2015 | 23/03/2021 | 55 | 701,500 | 493,000 | 489,000 | 19.71 | 645,000 | -2,000 | - | 647,000 |
| 2011 | 04/05/2011 | 27/07/2011 | 02/09/2015 | 02/09/2021 | 18 | 308,500 | 108,000 | 239,000 | 15.71 | 240,500 | 26,000 | - | 214,500 |
| 2012 | 04/05/2011 | 19/03/2012 | 24/03/2016 | 24/03/2022 | 71 | 938,000 | 518,000 | 494,000 | 20.17 | 865,000 | 13,000 | - | 852,000 |
| 2013 | 03/05/2012 | 05/03/2013 | 22/03/2017 | 22/03/2023 | 63 | 716,000 | 458,000 | 452,000 | 22.25 | 716,000 | 8,500 | - | 707,500 |
| 2013 | 25/04/2013 | 31/07/2013 | 03/10/2017 | 03/10/2023 | 7 | 170,000 | 85,000 | 170,000 | 24.65 | 170,000 | - | - | 170,000 |
| 2013 | 25/04/2013 | 05/11/2013 | 22/11/2017 | 22/11/2023 | 2 | 25,000 | - | 25,000 | 25.82 | 25,000 | - | - | 25,000 |
| 2014 | 25/04/2013 | 04/03/2014 | 21/03/2018 | 21/03/2024 | 66 | 694,875 | 468,750 | 457,500 | 25.06 | - | - | - | 694,875 |
| 2014 | 06/05/2014 | 05/11/2014 | 02/12/2018 | 02/12/2024 | 3 | 9,000 | - | 9,000 | 24.405 | - | - | - | 9,000 |
| Total at 31 December 2014 | 7,324,168 | 82,639 | 711,022 | 7,234,382 | |||||||||
| Valuation | 133,522, 677 |
1,455,740 | 11,747,736 | 137,952,414 |
By application of Articles L.225-181 and R.225-137 of the French Commercial Code, the Company adjusted the price of the shares corresponding to options granted and the number of shares linked to options following the capital increases of 31 December 2002, of 7 January 2004 and of 12 December 2006. Thus, according to the provisions of Article R.228- 91 of the French Commercial Code, the adjustment applied equalizes, to the nearest hundredth of a share, the value of shares that will be received if the rights attached to share subscription and purchase options are exercised after the capital increase, while retaining the preferential subscription right, of the Company decided on 13 November 2006 and the value of the shares that would have been obtained in case those rights were exercised prior to said capital increase.
These calculations were performed individually and plan by plan, and rounded up to the nearest unit. The new basis for exercising the rights attached to the share subscription and purchase options have been calculated by entering the value of the preferential subscription right on the one hand, and the value of the share after detachment of this right on the other, as determined from the average of the opening prices during all the trading days included in the subscription period.
In addition, on 3 January 2007, the company carried out a reverse stock split of shares comprising the capital of SCOR SE with the exchange of one new share with a par value of EUR 7.8769723 for 10 old shares with a nominal value of EUR 0.78769723 per share.
The stock option plans for the years 2003 to 2011 are share subscription plans that may give rise to a share capital increase. The other plans are share purchase options.
In 2013, 1,251,162 rights of options were exercised: 70,591 rights of options exercised under the stock option plan of 25 August 2004 vested on 26 August 2008, 105,835 options exercised under the stock option plan of 16 September 2005 vested on 16 September 2009, 143,936 options exercised under the stock option plan of 14 September 2006 vested on 14 September 2010, 29 500 options exercised under the stock option plan of 14 December 2006 vested on 14 December 2010, 240,500 options exercised under the stock option plan of 13 September 2007 vested on 13 September 2011, 274,950 options exercised under the stock option plan of 10 September 2008 vested on 10 September 2012, 60,000 options exercised under the stock option plan of 22 May 2008 vested on 22 May 2012, 314,850 options exercised under the stock option plan of 23 March 2009 vested on 23 March 2013 and 11,000 options exercised under the stock option plan of 25 November 2009 vested on 25 November 2013.
In 2014, 711,022 rights of options were exercised: 46,534 rights of options exercised under the stock option plan of 25 August 2004 vested on 26 August 2008, 30,188 options exercised under the stock option plan of 16 September 2005 vested on 16 September 2009, 34,050 options exercised under the stock option plan of 14 September 2006 vested on 14 September 2010, 3,000 options exercised under the stock option plan of 14 December 2006 vested on 14 December 2010, 90,00 options exercised under the stock option plan of 13 September 2007 vested on 13 September 2011, 111,250 options exercised under the stock option plan of 10 September 2008 vested on 10 September 2012, 152,500 options exercised under the stock option plan of 23 March 2009 vested on 23 March 2013, 2,000 options exercised under the stock option plan of 25 November 2009 vested on 25 November 2013, 239,200 options exercised under the stock option plan of 18 March 2010 vested on 18 March 2014 and 2,300 options exercised under the stock option plan of 12 October 2010 vested on 12 October 2014.
Under these agreements, employees of SCOR SE and certain subsidiaries are entitled to invest the amounts due to them under the profit-sharing in a closed-end investment fund entirely invested in SCOR SE stock.
| In EUR thousands | 2013 | 2012 | 2011 | 2010 | 2009 |
|---|---|---|---|---|---|
| Amount distributed under the profit-sharing plan |
1,247 | 1,153 | 815 | 1,115 | 1,609 |
The amount of 2014 profit-sharing payouts have been estimated in the accounts and set aside for EUR 1.7 million.
| In EUR thousands | 2014 | 2013 | 2012 | 2011 | 2010 |
|---|---|---|---|---|---|
| Profit sharing * | 722 | 619 | 373 | 501 | 777 |
| Net voluntary payments | 442 | 392 | 303 | 263 | 208 |
| Total payments | 1,164 | 1,011 | 676 | 764 | 985 |
| NET MATCHING PAYMENTS | 480 | 422 | 346 | 300 | 235 |
(*) Paid out in the financial year for the previous financial year
The number of hours accrued by the employees of SCOR SE was 20,269 on 31 December 2014.
The following table presents the gross cash compensation paid in 2013 and 2014 to the Group Chairman & CEO:
| In EUR | 2014 | 2013 |
|---|---|---|
| Fixed compensation | 1,200,000 | 1,200,000 |
| Variable compensation | 1,314,500 | 950,000 |
| Directors' fees | 44,000 | 48,000 |
| TOTAL CASH COMPENSATION | 2,558,500 | 2,198,000 |
The CEO benefits from a company car and a shared driver.
Total pension benefits commitments relating to the corporate officer ("mandataire social") amount to EUR 28.3 million.
| Commitments received | Commitments given | ||||
|---|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2014 | 2013 | |
| Ordinary business operations (Note | |||||
| 15.1) | 4,227 | 1,904 | 11,704 | 1,341 | |
| Financial instruments (Note 15.1.1) | 1,506 | 1,324 | 1,463 | 1,306 | |
| Confirmed credits, letters of credit and guarantees given (Note 15.1.2) |
461 | 580 | 20 | 18 | |
| Other commitments given and received (Note 15.1.3) |
2,260 | - | 10,221 | 17 | |
| Hybrid transactions (Note 15.2) | - | - | |||
| TOTAL | 4,227 | 1,904 | 11,704 | 1,341 |
| In EUR million | 2014 | 2013 | 2014 | 2013 |
|---|---|---|---|---|
| Rate swaps | - | - | - | - |
| Cross-currency swaps | 1,011 | 995 | 973 | 973 |
| Currency forward purchases/sales |
495 | 329 | 490 | 333 |
| TOTAL | 1,506 | 1,324 | 1,463 | 1,306 |
Cross-currency swaps are used to hedge foreign exchange and rate risks of perpetual notes in CHF issued in 2011 and 2012: the instruments exchange the principal of 2011 placements for a total of CHF 650 million into EUR and exchange the coupon on the CHF 400 million placement to 6.98% and on the CHF 250 million placement to 6.925%. Both instruments mature on 2 August 2016. Additional instruments exchange the principal of 2012 placements for a total of CHF 315 million into EUR and exchange the coupon on the CHF 250 million tranche to 6.2855% and on the CHF 60 million tranche to 6.235%. These latest instruments mature on 8 June 2018.
In 2013, SCOR entered into a cross-currency swap which exchanges CHF 250 million of the principal into EUR and exchanges the CHF coupon on the notes to EUR 5.8975% and which matures on 30 November 2018.
In 2014, Currency forward purchases and sales generated an unrealized gain of EUR 10 million.
| Commitments received | Commitments given | ||||
|---|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2014 | 2013 | |
| Confirmed credit | - | - | - | - | |
| Letter of credit | 461 | 580 | 6 | 5 | |
| Securities pledged to financial institutions |
- | - | 2 | - | |
| Investments in subsidiaries and affiliates pledged to financial institutions |
- | - | - | - | |
| Other guarantees given to financial institutions |
- | - | 12 | 13 | |
| TOTAL | 461 | 580 | 20 | 18 |
SCOR SE has signed agreements with different financial institutions concerning the granting of letters of credit for EUR 461 million.
The commitments received in terms of capacity to issue letters of credit amounted to EUR 461 million, corresponding mainly to contracts signed with the banks:
In consideration of its commitments relating to technical reserves, SCOR SE has granted letters of credit in the amount of USD 7 million (EUR 6 million) to cedents compared to EUR 461 million in letter of credit capacity received from banks.
The guarantee given in consideration for underwriting commitments with the cedent ACE was USD 15 million (EUR 12 million). This guarantee was in the form of securities pledged to ceding companies.
| Commitments received | Commitments given | ||||
|---|---|---|---|---|---|
| In EUR million | 2014 | 2013 | 2014 | 2013 | |
| (*) Guarantees and securities / |
- | - | 1 | 9 | |
| Underwriting commitments | - | - | - | ||
| Assets pledged to ceding companies | - | - | - | - | |
| Marketable securities pledged to financial institutions |
- | - | - | - | |
| Parental guarantee | 2,260 | - | 10,219 | - | |
| Contract termination indemnities | - | - | 1 | 8 | |
| TOTAL | 2,260 | - | 10,221 | 17 |
(*) Rent guarantee given by HSBC, collateralized by pledged securities
Parental guarantees are now disclosed in commitments given and received.
Apart from mentioned commitments in the note above, the Company no longer has any commitment with respect to hybrid transactions such as asset swaps or index default swaps. No facts in connection with the aforementioned commitments given and received have come to SCOR's knowledge, which may have an adverse impact on cash flows, cash positions or on its liquidity requirements.
None.
On 12 November 2009, and following an administrative sanctioning procedure, the Spanish competition authority (Comisión Nacional de la Competencia, or the "CNC") sanctioned SCOR Global P&C SE Ibérica Sucursal, a branch of SCOR Global P&C, and a number of other insurance and reinsurance companies for an alleged infringement of Article 1 of Law 15/2007, of 3 July 2007, on Competition (the "Competition Act" which prohibits agreements and concerted practices that may have as an object or effect the restriction of competition in the market). The infraction would have consisted in an agreement to set the minimum price and other commercial conditions applied to customers in the market for decennial insurance for construction in Spain. Pursuant to such decision, SCOR was required to pay a fine of EUR 18.6 million. Other insurers and reinsurers were also fined in relation to the same matter.
On 21 December 2009, SCOR filed an appeal to the sanctioning decision before the Administrative Chamber of the National Audience (Audiencia Nacional, or the "NA").
On 28 December 2012, the NA issued its judgment on the appeal, annulling the decision of the CNC. The NA accepted SCOR's grounds and declared that the company did not infringe the Competition Act. Consequently, the economic sanction impose on SCOR by the CNC has been annulled.
The State Attorney (Abogado del Estado) representing the CNC has appealed the NA judgment to the Supreme Court (Tribunal Supremo) on January 2013. The Supreme Court has accepted the State attorney's appeal on 10 October 2013. As a consequence the appeal is currently pending.
On 18 June 2009, SCOR commenced an action before the Commercial Court of Nanterre against an insurance company with respect to the recovery of the attorneys fees and costs arising from the Highfields Capital LTD, Highfields Capital I LP and Highfields Capital II LP litigation covered by the directors and officers insurance policy. The proceedings were dismissed on 24 October 2012. On 23 November 2012, SCOR filed an appeal before the Court of Appeal of Versailles. On 18 March 2014, the Court of Appeal of Versailles partially reserved the decision of the Commercial Court and, ruling anew, rejected SCOR SE's application. After a legal analysis of the decision of the Appeal Court, SCOR SE filed an appeal before the Supreme Court on 29 July 2014.These proceedings are ongoing.
On the basis of the two directors and officers insurance policies in excess coverage, SCOR also commenced two distinct procedures on 10 January 2012 and 22 June 2012 before the Commercial Court of Nanterre and the Commercial Court of Paris against two insurance companies with respect to the recovery of the attorneys' fees and costs and a portion of the settlement amount relating to the litigation with Highfields Capital LTD, Highfields Capital I LP and Highfields Capital II LP covered by its excess policies.
Both proceedings are ongoing.
This is a free translation into English of the statutory auditors' report on the financial statements issued in French and it is provided solely for the convenience of English-speaking users. The statutory auditors' report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors' assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures. This report also includes information relating to the specific verification of information given in the management report and in the documents addressed to the shareholders.
This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your annual general meeting, we hereby report to you, for the year ended December 31, 2014, on:
These financial statements have been approved by the board of directors. Our role is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the company as at December 31, 2014 and of the results of its operations for the year then ended in accordance with French accounting principles.
In accordance with the requirements of article L. 823-9 of the French commercial code ("Code de commerce") relating to the justification of our assessments, we bring to your attention the following matters:
As stated in notes 1.7 and 1.9 to the financial statements, the technical accounts specific to reinsurance are estimated on the basis of reinsurance commitments or on statistical and actuarial bases, particularly the technical estimates accounted for under receivable from reinsurance transactions, gross and ceded technical reserves, and deferred acquisition costs. The methods used to calculate these estimates are described in the notes to the financial statements.
Our work consisted in assessing the data and assumptions on which the estimates are based, with regard to the experience of your company, the regulatory and economic environment, as well as the overall consistency of these assumptions.
Notes 1.2, 1.10, 1.12, 2 and 15.1.1 to the financial statements describe the principles and methods used to estimate the valuation and impairment of investments and derivative instruments.
We examined the control system in place relative to the inventory of direct and indirect exposures, and the system in place for their assessment, as well as the valuation methods and write down policies applicable to certain financial instruments. We have obtained assurance that the information provided in the aforementioned notes is appropriate.
Notes 6 and 17 to the financial statements describe the uncertainties relating to the potential litigation encountered by your company.
We examined the company's procedures to identify these risks, to evaluate and reflect them in the annual financial statements.
Notes 1.5 and 6 to the financial statements specify the valuation methods applied to pension obligations and other related obligations.
Our work consisted in assessing the data and assumptions used, reviewing your company's calculations and verifying that the information provided in notes 1.5 and 6 to the financial statements is appropriate.
These assessments were made as part of our audit of the financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law.
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the board of directors and in the documents addressed to the shareholders with respect to the financial position and the financial statements.
Concerning the information given in accordance with the requirements of article L. 225-102-1 of the French commercial code ("Code de commerce") relating to remunerations and benefits received by the directors and any other commitments made in their favor, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your company from companies controlling your company or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information.
In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders or holders of the voting rights has been properly disclosed in the management report.
Paris-La Défense, March 4, 2015
The statutory auditors French original signed by
MAZARS ERNST & YOUNG Audit
Jean-Claude PAULY Antoine ESQUIEU Guillaume FONTAINE
The main reconciling items between French GAAP on a statutory basis and IFRS of SCOR SE on a consolidated basis stated in the tables below relate to the consolidation of subsidiaries in the IFRS consolidated financial statements (whereas such subsidiaries are accounted for at cost less impairment in the stand alone French GAAP Parent Company financial statements) and to deferred taxes that are not recognized under French GAAP.
| In EUR million | 2014 | 2013 |
|---|---|---|
| NET INCOME | ||
| Net income in French GAAP (statutory basis) | 387 | 227 |
| Dividends from subsidiaries | (355) | (322) |
| Deferred taxes under IFRS | (6) | 14 |
| Gain from bargain purchase (net of acquisition costs) | - | 202 |
| Other consolidation adjustments | 486 | 428 |
| NET INCOME IN IFRS (CONSOLIDATED BASIS) | 512 | 549 |
| In EUR million | 2014 | 2013 |
| SHAREHOLDERS' EQUITY | ||
| Shareholders' Equity in French GAAP (statutory basis) | 2,794 | 2,650 |
| Deferred taxes under IFRS | 414 | 414 |
| Gain from bargain purchase (net of acquisition costs) | - | 202 |
| Other consolidation adjustments | 2,632 | 1,859 |
| Treasury shares | (139) | (142) |
| Increase / decrease of French GAAP accrual for share award plans | 28 | (3) |
| TOTAL SHAREHOLDERS' EQUITY IN IFRS (CONSOLIDATED BASIS) | 5,729 | 4,980 |
| I | Terms and conditions for preparing and organizing the work for the Board of Directors |
350 |
|---|---|---|
| II | Internal control and risk management procedures |
371 |
| III | Statutory auditors' report, prepared in accordance with article L. 225-235 of the Commercial code, on the report prepared by the Chairman of the Board of Directors of SCOR SE |
383 |
In accordance with the provisions of article L. 225-37 of the French Commercial Code, this report serves to set forth the composition of the Board of Directors and the implementation of the principle of balanced representation of women and men among its members, the terms and conditions for the preparation and organization of the work of the Company's Board of Directors, in addition to the internal control and risk management procedures that have been implemented by the Company.
This report has been approved by the Board of Directors on 4 March 2015.
It has been incorporated in Appendix B of the 2014 Registration Document of SCOR SE ("SCOR" or the "Company") which is available on the Company's web site (www.scor.com) and on the AMF web site (www.amf-france.org).
During its meeting on 12 December 2008, the Company's Board of Directors designated the consolidated corporate governance code listed corporations of the AFEP-MEDEF (Association Française des Entreprises Privées – Mouvement des Entreprises de France) of December 2008 and updated in April 2010 and June 2013 ("AFEP-MEDEF Governance Code") as its reference code, according to the implementation of this law on 3 July 2008 (act no. 2008-649 aimed at providing various provisions regarding the adaptation of French company law with the European Community law changing articles L. 225-37 and L. 225-68 of the French Commercial Code).
Details of this code can be found on the Company's website www.scor.com or alternatively on MEDEF's website www.medef.fr.
The drawing up of the Chairman of the Board's report implies preparatory work involving:
This report is subject to an internal review, including by the Group's various bodies: the Executive Committee (Comex), the Audit Committee and the Board of Directors.
The Board of Directors' composition is guided by the following principles:
A list of the members of the Company's Board of Directors as of 31 December 2014 is shown below:
| Date of 1st | |||||
|---|---|---|---|---|---|
| Name | Age | Citizenship | appointment | End of duty | Renewal dates |
| Denis Kessler, Chairman of the Board | 62 | French | 04/11/2002 | 2017 | 04/05/2011 |
| Gérard Andreck | 70 | French | 18/03/2008 | 2015 | 25/04/2013 |
| Andreas Brandstetter | 45 | Austrian | 25/04/2013 | 2015 | N/A |
| Thierry Derez | 57 | French | 25/04/2013 | 2017 | N/A |
| Peter Eckert | 69 | Swiss | 15/04/2009 | 2015 | 04/05/2011 |
| Kevin J. Knoer | 57 | American | 03/05/2012 | 2016 | 06/05/2014 |
| Charles Gave | 71 | French(2) | 04/05/2011 | 2015 | 25/04/2013 |
| Guillaume Sarkozy (1) | 63 | French | 15/04/2009 | 2017 | 04/05/2011 |
| Guylaine Saucier | 68 | Canadian | 04/05/2011 | 2015 | N/A |
| Kory Sorenson | 46 | British | 25/04/2013 | 2015 | N/A |
| Claude Tendil | 69 | French | 15/05/2003 | 2017 | 04/05/2011 |
| Daniel Valot | 70 | French | 15/05/2003 | 2015 | 04/05/2011 |
| American / | |||||
| Fields Wicker-Miurin | 56 | British | 25/04/2013 | 2015 | N/A |
(1) Guillaume Sarkozy represents Malakoff Médéric Group, member of the Board of Directors (2) Mr. Charles Gave lives in Hong Kong
The Board of Directors is composed of 46,2% foreigners, of 53.8% of Directors having past experience in the insurance or reinsurance industry and of 91.7% Independent Directors (the employee representative is not included in the percentage).
The experience and competences of the Directors are highly diverse. In addition to the Chairman of the Board, six of the Directors listed work or have worked at an executive level within the insurance industry and three Directors within in the financial and banking industry. The main activity of three of them is to be Company Directors. The Board benefits from international experience with Board Members living in United Kingdom, Austria, Switzerland, United States, Canada and Hong Kong.
In accordance with the provisions of the regulation governing the election of an employee candidate for the position of director of SCOR adopted by the SCOR Board of Directors on 3 April 2007, the Board of Directors of SCOR has an employee representative, elected by the Annual General Meeting, on the proposal of the Board of Directors. A two-round election by universal suffrage, involving all of the Group's employees has been organized. The post of employee representative has been occupied by Kevin J. Knoer since 3 May 2012. His mandate was renewed for a two years period at the vote of the shareholders at the Annual General Meeting of 6 May 2014.
Concerning the duration of the duties of the Directors, the Annual General Meeting held on 25 April 2013 decided to change the bylaws of the Company by limiting the mandates of the Board members to four years in order to comply with the AFEP-MEDEF Governance Code. The term of mandates being shorter implies that renewals are more frequent, reinforcing the need for the Board to ensure a good spread of these at the Annual General Meeting.
The Board of Directors held on 31 March 2004 has adopted a new Board Internal Charter (the "Board Internal Charter") in order to enhance or specify the missions of the Board. This Board Internal Charter was amended by the Board of Directors on 2 November 2005, 4 July 2006, 4 November 2010, 4 May 2011, 19 March 2012, 5 November 2013 and 4 March 2015. The main provisions of the Board Internal Charter are provided below:
Mission of the Board of Directors of the Company
The Board of Directors determines the Group's business plan, oversees the implementation of the business plan, and supervises management's administration. The Board meets at least four times a year. In accordance with legal provisions, it approves the financial statements, proposes dividends, and makes investment and financial policy decisions. Since 4 March 2015, some operations are subject to the prior approval of the Board: the organic growth investments and major internal structuring operations, any significant operation falling outside of the strategy announced by the Group and any project regarding a sale or acquisition, merger or asset contribution higher than one hundred million euros (EUR 100 million). According to the French law, the Board of Directors also determines the amount and the nature of the sureties, securities and guarantees that can be granted by the Chief Executive Officer on behalf of the Company. The Board's duties and responsibilities are set out in SCOR SE's bylaws (statuts).
Meetings of the Board of Directors of the Company
At least five days before any meeting of the Board of Directors, the Chairman and Chief Executive Officer is required to submit a file to the Directors including all information and documents that will allow them to participate and to intervene in the Board's discussions listed on the agenda. Furthermore, outside of Board of Directors meetings, the Chairman and Chief Executive Officer is required to submit to the Directors any information and documents necessary to complete their duties, and the Directors may submit requests for information to the Chairman and Chief Executive Officer. In addition, Directors may ask the Chairman and Chief Executive Officer to invite the principal top executives of the Company to attend Board of Directors meetings, including when executive corporate officers are absent.
The independence of the directors is assessed on the basis of the following criteria, pursuant to the AFEP-MEDEF Governance Code:
The table below presents the results of the detailed review, criterion by criterion, of the independence of each director made by the Board of Directors in 2015, based on the proposal of the Compensation and Nomination Committee, with regard to the criteria stated above:
| Criteria | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | Independent |
|---|---|---|---|---|---|---|---|---|---|
| Denis Kessler | No | No | No | Yes | No | Yes | Yes | Yes | No |
| Gérard Andreck | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Andreas Brandstetter | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Thierry Derez | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Peter Eckert | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Charles Gave | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Kevin J. Knoer | No | No | Yes | Yes | Yes | Yes | Yes | Yes | No |
| Guillaume Sarkozy (1) | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Guylaine Saucier | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Kory Sorenson | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Claude Tendil | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Daniel Valot | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Fields Wicker-Miurin | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
(1) Representing Malakoff Médéric Group, Director
The Board of Directors, upon the recommendations of the Compensation and Nomination Committee, has especially studied the criterion relating to any significant business ties that directors might have with the company as a customer, supplier, investment or commercial banker. It has checked that none of the current directors have business activities with SCOR greater than the threshold indicated in the Board Internal Charter.
Moreover, the three following directors are or are directly related to main shareholders of SCOR:
As they hold less than 5% of SCOR capital, the Board of Directors, upon the recommendation of the Nomination and Compensation Committee, stated that these three directors can be considered as independent.
The Lead Independent Director is appointed amongst the independent Directors by the Board of Directors upon proposal by the Compensation and Nomination Committee. He assists the Chairman and CEO in his duties, in particular in organizing the Board and its Committees and ensuring they function properly, and in supervising corporate governance and internal control.
He is also in charge of assisting the Board concerning the good operation of the Company's corporate governance and advising the Board upon the operations on which the Board is convened to deliberate. He may include any subject he deems necessary to the agenda of the Board of Director's meetings.
He convenes the non-executive directors as often as needed. The Lead Independent Director of the Company chairs the Non-executive Directors Session.
He advises the Directors when they suspect being in a conflict of interest.
Rights and obligations of Directors
Directors may receive training at their request on the specific nature of the Company, its business lines and its business sector. They agree to regularly attend meetings of the Board of Directors, committees of which they may be members, and general shareholders' meetings. Lastly, they are obligated to express their opposition when they believe that a decision of the Board of Directors is likely to be harmful to the Company.
Accumulation of position as Director
The Board Internal Charter requires that candidates for Director inform the Board of Directors of the position they currently hold as director or officer in other entities in France and other countries (including membership in the Board committees of these companies), as the Board of Directors has the duty to ensure compliance with the rules regarding the accumulation of position as director, and especially to ensure that the candidates hold no more than four other mandates in listed companies, including foreign companies, outside of the Group. Once appointed, Directors must inform the Board of Directors of any appointment they hold as a company officer within a period of five days following the appointment (including membership in the Board committees of these companies). They undertake to hold no more than four (4) other mandates in listed companies, including foreign companies, outside of the Group). Finally, Directors must inform the Board of Directors of the position they have held as director in other entities during the course of the financial year within a period of one month following the end of this financial year.
Information concerning the positions held by the SCOR Directors is provided in Section 14.1.1 Information concerning the members of the Board of Directors.
Limitations and restrictions on trading SCOR securities
The Board Internal Charter sets out the principal recommendations of the market authorities with regard to Directors trading the securities of their company.
First and foremost, the Board Internal Charter sets out the legal and regulatory provisions requiring confidentiality with regard to privileged information of which Directors could have knowledge while performing their functions.
Then, the Board Internal Charter requires Directors to register as owners of SCOR's equities that they themselves or their minor children are holding at the time they enter office or those acquired subsequently. In addition, the Board Internal Charter lays down certain restrictions on trading SCOR's securities:
Lastly, Directors are required to inform the Company of all transactions conducted with regard to its 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.
Each Director has a loyalty obligation to the Company. He or she shall not act in his or her own interest, against SCOR's interests, and must avoid any situation with risks of conflict of interests.
Through the Board Internal Charter of the Board of Directors, each Director undertakes not to seek or accept any function, benefit or situation from the Company or from the Group, directly or indirectly, that could jeopardize his or her independence of analysis, judgment or action, during the course of his or her functions as Director. He or she will also dismiss any direct or indirect pressure from other Directors, specific group of shareholders, creditors, suppliers or other third party.
The Board of Directors decided, in order to protect the corporate interests, to implement an internal control program to prevent risks of conflict of interest through:
During the course of the financial year 2014, the Company's Board of Directors held 5 meetings on the following dates:
The duration of these meetings was approximately 2 to 3 hours.
The average attendance rate of the members of the Board was 89.2%.
During its meeting in 2014, the main topics which were discussed were:
The following table displays the attendance of the members of the Board of Directors during 2014:
| Board members | Attendance rate (%) |
|---|---|
| Denis Kessler | 100 |
| Gérard Andreck | 100 |
| Andreas Brandstetter | 80 |
| Thierry Derez | 100 |
| Peter Eckert | 100 |
| Charles Gave | 80 |
| Kevin J. Knoer | 100 |
| Guillaume Sarkozy (1) | 40 |
| Guylaine Saucier | 100 |
| Kory Sorenson | 100 |
| Claude Tendil | 100 |
| Daniel Valot | 80 |
| Fields Wicker-Miurin | 80 |
Moreover, 4 training sessions have been organized in 2014 for the board members on:
Since 2003, SCOR's Board of Directors has established five advisory committees to prepare the Board's proceedings and make recommendations to it on specific subjects. It has especially decided to create, during its meeting on 4 March 2015, a crisis management Committee, as a precautionary measure.
Moreover, the non-executive directors session is composed of all voting directors, with the exception of the employee directors and the executive corporate officers of the Company.
The Strategic Committee is composed of Denis Kessler (Chairman), Gérard Andreck, Andreas Brandstetter, Thierry Derez, Peter Eckert, Charles Gave, Guillaume Sarkozy (as representative of Malakoff Médéric Group), Guylaine Saucier, Kory Sorenson, Claude Tendil, Daniel Valot and Fields Wicker-Miurin.
The Committee's mission is to study the development strategy, including investments in organic growth and major internal restructuring operations, plus any significant operation falling outside of the strategy announced by the Group and to examine any acquisition, merger, asset contribution or disposal plan concerning an amount in excess of EUR 100 million.
The Chairman of the Strategic Committee must exclude the non-independent members of the Committee from the review of the discussions which might create an ethical problem or a conflict of interest.
In 2014, the Strategic Committee met on 3 occasions. These meetings lasted approximately 2 hours.
Its work dealt with various aspects of the strategy of the Group and in particular, the review of acquisition plans.
The average attendance rate of the Committee Members was 86.11 %. The following table states the attendance rates of the members of the Strategic Committee in 2014:
| Board members | Attendance rate (%) |
|---|---|
| Denis Kessler, Chairman | 100 |
| Gérard Andreck | 100 |
| Andres Brandstetter | 33.33 |
| Thierry Derez | 100 |
| Peter Eckert | 100 |
| Charles Gave | 66.67 |
| Guillaume Sarkozy (1) | 66.67 |
| Guylaine Saucier | 100 |
| Kory Sorenson | 100 |
| Claude Tendil | 100 |
| Daniel Valot | 66.67 |
| Fields Wicker-Miurin | 100 |
(1) Representing Malakoff Médéric Group, Director
The Audit Committee is composed of Daniel Valot (Chairman), Peter Eckert, Guillaume Sarkozy (as representative of Malakoff Médéric Group), Guylaine Saucier and Kory Sorenson. Each of its members is independent.
Due to their past experience and the duties that they held during their career, each member of the Committee has a high level of competence in financial matters.
The Audit Committee has two main missions:
The Committee may consult the Chief Financial and Accounting Officer, the Chief Internal Auditor and external auditors on these issues, including when SCOR executives are not present. During the financial year 2014, and for each meeting, it met with the auditors, the Group Chief Financial Officer (during the review of the financial statements) and the Chief of Internal Audit. The review of the financial statements has been accompanied with a presentation made by the auditors underlying the major results of their works of accounting options retained, as well as with a presentation made by SCOR's Chief Financial Officer describing the risks exposure and its material off-balance sheets liabilities.
During its four meetings in 2014, the Audit Committee discussions focused primarily on the following matters: quarterly and annual financial statements, review of the quarterly internal audit report, management of the Group's debt, embedded value, impact of the litigations upon the financial statements, review of the Registration Document, update on group corporate finance, annual review of the Group Policies and Group Guidelines, quarterly regulatory reporting.
The Audit Committee meetings lasted approximately 2 or 3 hours.
The average attendance rate of the Committee Members was 85%. The following chart states the attendance of the Audit Committee's members in 2014:
| Board members | Attendance rate (%) |
|---|---|
| Daniel Valot, Chairman | 100 |
| Peter Eckert | 100 |
| Guillaume Sarkozy (1) | 50 |
| Guylaine Saucier | 75 |
| Kory Sorenson | 100 |
(1) Representing Malakoff Médéric Group, Director
The Risk Committee members are Peter Eckert (Chairman), Thierry Derez, Charles Gave, Guylaine Saucier, Kory Sorenson, Claude Tendil, Daniel Valot and Fields Wicker-Miurin.
Each of its members is independent.
The Committee is responsible for highlighting the main risks to which the Company is exposed, regarding both assets and liabilities and for ensuring that the means put in place to monitor and manage those risks have been effectively implemented. It examines SCOR's risks and its Enterprise Risk Management (ERM) policy. It studies the Group's principal underwriting and financial commitments which are:
The Committee met four times in 2014, primarily to discuss the following matters: main exposures of the Group, the Group risk appetite, the Capital Shield Strategy and its effectiveness, the Mortality risks analysis, the Solvency II project, the internal model of assets and liabilities and capital allocation management, the footprint scenario, the cyber risks, the update on supervisory developments, the review of the solvency report and the internal control report.
The Risk Committee meetings lasted approximately 2 to 3 hours.
The average attendance rate of the Committee Members was 93.8%. The following chart states the attendance of the members of the Risk Committee in 2014:
| Board members | Attendance rate (%) |
|---|---|
| Peter Eckert, Chairman | 100 |
| Thierry Derez | 100 |
| Charles Gave | 75 |
| Guylaine Saucier | 75 |
| Kory Sorenson | 100 |
| Claude Tendil | 100 |
| Daniel Valot | 100 |
| Fields Wicker-Miurin | 100 |
The Compensation and Nomination Committee is composed of Claude Tendil (Chairman), Charles Gave, Guylaine Saucier, Daniel Valot, Fields Wicker-Miurin and, since 4 March 2015, Kevin J. Knoer, employee representative.
Each of its members is independent, except Kevin J. Knoer.
The Committee submits recommendations concerning compensation packages for the executive corporate officers and members of the Executive Committee of the Group, pensions, stock allotment plans and stock option plans or stock subscription plans to the Board of Directors and examines proposals related to composition, organization and operation of the Board of Directors and its Committees. Its missions are described in the Board Internal Charter.
The Committee met four times in 2014. Its work dealt with the renewal of the Board of Directors, the share plans, as well as the modalities of remuneration of the Chairman and Chief Executive Officer and other members of the Executive Committee (COMEX) of the Group. The Committee focused on the renewal and composition of the Board of Directors. The Committee also worked on the general organization and the remuneration policy, and on the succession scheme of the key officers of the Group. Finally, it does an annual review of the director's fees and expenses for the all Directors within the Group and a review of the professional and salary equity between men and women.
The Compensation and Nomination Committee meetings lasted approximately 2 to 3 hours.
The average attendance rate of the Committee Members was 75%. The following chart states the attendance of the members of the Compensation and Nomination Committee in 2014:
| Board members | Attendance rate (%) |
|---|---|
| Claude Tendil, Chairman | 100 |
| Charles Gave (1) | 25 |
| Guylaine Saucier | 75 |
| Daniel Valot | 75 |
| Fields Wicker-Miurin | 100 |
(1) Mr. Charles Gave lives in Hong Kong
During its meeting held on 4 March 2015, the Board of Directors decided to create a crisis management committee. It is charged with assisting and advising the Board of Directors and proposing to the Board any necessary measures and decisions in the event of a crisis affecting the Company, the Group or one of its members, as well as following up on such measures and decisions. It is composed of the following members:
The composition of this Committee will be determined later by the Board of Directors, upon the recommendation of the Compensation and Nomination Committee after the Annual General Meeting held on 30 April 2015.
The Crisis Management Committee meets only when necessary and as many times as it deems necessary.
Depending on the agenda, the Lead Independent Director who chairs this Committee, may exclude the Chairman and CEO from the discussions of the Crisis Management Committee. The Chairman and CEO must, moreover, be disqualified from such discussions if the crisis is linked to a subject that personally concerns him.
The Non-executive Directors Session has been put in place in 2012. It is composed of all the Directors, with the exception of employee Directors and corporate executive officers of the Company.
This session met twice in 2014, under the chairmanship of the Lead Independent Director, and has especially worked on the functioning of the Board and the assessment of the Board of Directors.
Pursuant to the recommendations stated by the AFEP-MEDEF Governance Code and in the Board Internal Charter of SCOR SE, an assessment of the Board of Directors and of its committees was conducted in January 2015.
Mrs. Fields Wicker-Miurin, member of the Compensation and Nomination Committee, managed this assessment by sending a questionnaire to the Directors in December 2014. This questionnaire was about the composition of the Board, its organization, its functioning and the functioning and composition of its Committees. The Chairman of the Board has not participated in this assessment. All of the directors completed this questionnaire. Mrs. Fields Wicker-Miurin presented her report during the Board of Directors held on 4 March 2015.
Overall, the directors expressed their satisfaction on the organization, functioning and composition of the Board and its Committees. 75 % of the directors said that the governance of the SCOR Group was better than in the other boards on which they sat.
They found the consideration of proposals for changes they have made in the 2013 assessment. They especially welcomed the establishment of a Seminar of the Strategic Committee and the creation of a Crisis Management Committee and the regular convening of the Non-executive Directors Sessions.
The directors also mentioned the main points of improvement raised by the directors including to have more directors of SCOR SE in the main Group subsidiaries and more time during the seminar of the Strategic Committee to discuss strategic issues for the Company.
The data on compensation for corporate officers appears in Sections 15 – Remuneration and benefits – and 17.2 – Information on shareholding and stock options or company stock purchases by members of administrative and management bodies of the Registration Document.
Every year, the conditions of remuneration for corporate executive officers and Directors are made public through the documents released for the Annual General Meeting. The Shareholders' Meeting of the Company held on 6 May 2014 resolved that the annual maximum aggregate amount of Directors fees shall not exceed EUR 1,152,000. Upon the proposal of the Compensation and Nomination Committee held on 10 February 2011 and within the limit of this amount, the meeting of the Board of Directors held on 7 March 2011 sets the terms and conditions of the allocation to encourage the attendance of the Directors. It was decided to allocate the Directors fees, which are payable to each Director, partly in one fixed sum of EUR 28,000 per year, on a quarterly basis payable in fourths and partly based on the effective presence of the relevant Directors at the meetings of the Board of Directors and at its Committees, in an amount equal to EUR 2,000 per Board or per Committee meeting at which they are present, except for the Chairman of the Audit Committee who receives an amount equal to EUR 4,000 as special fees for his function. The payment of the directors' fees is made at the end of each quarter. Moreover, the individual independent members of the Board received on 19 January 2015, for 2014, the single sum of EUR 10,000 in Company's shares, that the Director commits to keep until the end of his/her appointment. The paid amounts have been properly used to that effect.
A table displaying the fees allocated individually to each Director can be found in Section 15.1.1 of the Registration Document.
Certain Directors of SCOR are also members of the Boards of Directors for the Group's subsidiary companies and as a result of this, received Directors' fees in 2014. See Section 15.1.1 of the Registration Document.
With the exception of the Chairman of the Board of Directors and the director representing the employees, the members of the Board are not entitled to stock option plans for the subscription or the purchase of shares nor stock allotment plans from the Company.
No retirement contribution (or commitment) has been paid for the benefit of the Directors.
There is no employment contract between Mr. Denis Kessler and the Company.
Following the recommendation of the Compensation and Nomination Committee on 25 February 2014, the meeting of the Board of Directors on 4 March 2014 decided that the Chairman and Chief Executive Officer:
In accordance with the Group Compensation policy applicable to all Partners within the Group, the variable annual compensation of the Chairman and Chief Executive Officer may benefit, in the event of outperformance, from a multiplier applied to personal (capped to a maximum of 150% of the personal objectives target part) and financial objectives (capped to a maximum of 130% of the financial objectives target part) which will carry the variable annual compensation of the Chairman and Chief Executive Officer to a ceiling of 140% of his variable annual target compensation.
Moreover, the Group policy states that, for participation and strong involvement in the success of specific strategic projects, an additional and exceptional bonus ("Exceptional Contribution Bonus" - ECB) may be granted; the ECB can reach a maximum of 25% of the target variable annual compensation of the Chairman and Chief Executive Officer.
The total cash variable annual compensation of the Chairman and Chief Executive Officer may not exceed 165% of his target variable annual compensation of EUR 1,000,000. Therefore, the total cash variable annual compensation of the Chairman and Chief Executive Officer may under no circumstances exceed 137.5% of his fixed annual remuneration.
The variable compensation for any given year is paid in year n+1, as soon as the financial statements of the Company for such given year are approved by the Board of Directors.
For 2014, the variable compensation of the Chairman and Chief Executive Officer has been determined according to the following objectives:
The calculation of the variable compensation of the Chairman and Chief Executive Officer is based on 50 % of financial objectives and 50 % of personal objectives, each of these personal objectives are equally weighted.
In the case of departure of the Chairman and Chief Executive Officer during financial current year:
all the variable part of his compensation for prior year will be payable during current year as soon as the Company's financial statements for prior year are settled by the Board of Directors;
in addition, in the case of dismissal, the amount of the variable part of his compensation for current year will be (i) determined on the basis of the variable compensation for prior year and prorated on the basis of the departure date for the current year, and (ii) paid as soon as the Company's financial statements for prior year are settled by the Board of Directors.
In the event of termination of the Chairman and Chief Executive Officer, the benefits he may be allocated would be determined according to the following situations:
The performance condition (C_n), determined by the Board of Directors, upon the recommendation of the Compensation and Nomination Committee, will be met for the current year if at least 3 out of 4 criteria below are fulfilled.
(A) SCOR financial strength by S&P rating must be maintained (minimum) "A" on average over the two prior years;
(B) SCOR Global P&C's net combined ratio must be less than or equal to 102% on average over the two prior years;
The Board of Directors, upon the recommendation of the Compensation and Nomination Committee will observe whether or not the performance conditions have been met.
On meeting on 4 March 2014, the Board of Directors, upon authorization granted by the Extraordinary general meeting of the Shareholders on 25 April 2013, and upon the recommendation of the Compensation and Remuneration Committee of 25 February 2014, decided to allot 125,000 performance shares to the Chairman and Chief Executive Officer. The granting will be effective at the end of a vesting period of two years and subject to the satisfaction of performance conditions as defined by the Compensation and Nomination Committee (see Section 17.3.1 - Stock options plans and see Section 17.3.2 – Free Share allocation plans). Such granting is also submitted to a non-transferability period of two years at the end of which the shares will be available and be freely assigned. The Chairman and Chief Executive Officer shall retain 10% of these shares in the registered form until he ceases to hold his duties of corporate officer. He shall also hold a number of shares equal to 5% of the shares freely assigned to him, as soon as these free shares become transferable.
An allotment of 100,000 share subscription options to the benefit of the Chairman and Chief Executive Officer was decided on 20 March 2014 by the Board of Directors held on 4 March 2014, upon authorization granted by the Extraordinary general meeting of the Shareholders on 25 April 2013, and upon the recommendation of the Compensation and Remuneration Committee of 25 February 2014. Those options can be exercised at the earliest four years after the grant date, if the presence condition (four years) is respected. The exercise price is calculated without discount, based on the weighted average price of SCOR's shares on the Euronext Paris over the 20 trading days preceding the decision to award the stock options. The stock options can be exercised on one or more occasions from 21 March 2018 to 20 March 2024 inclusive. From this date, the purchase right shall expire. The exercise of these subscription options is subject to the satisfaction of the same performance conditions as those of the performance shares referred to above. The Chairman and Chief Executive Officer shall retain 10% of the shares due to the exercise of the options in the registered form until he ceases to hold his duties of corporate officer of the Company.
The allotments of the stock options and performance shares granted to the Corporate Officer cannot exceed neither 10 % of the share capital nor 10 % of the total allocations.
The stock options and performance shares granted to the Corporate Officer in 2014 represent a percentage of 0.117% of the share capital, a percentage of 8.06% compared to the total of 2014 allocations and a percentage of 52.1% compared to global remuneration.
In accordance with the decision taken by the Board of Directors on 21 March 2006, repeated on 12 December 2008, 4 May 2011 and 30 July 2014, the Chairman and Chief Executive Officer benefits from specific life insurance to cover the risks inherent in the duties of Chairman and Chief Executive Officer of the Company, in an amount equivalent to three years of fixed and variable compensation; the insurance is obtained by the Company.
To this end, an individual insurance has been underwritten to complement the "all causes" death or permanent disability insurance policy for Company Executives, dated 30 June 1993, as renewed or renegotiated annually, and whose last version is compliant with the collective and compulsory welfare plan, specific to SCOR, such as modified with effect on 1 July 2014, which benefits from now on to an objective category of employees having an annual gross basis remuneration equal to or exceeding 3 social security ceilings. It is specified that these individual and collective "all causes" death insurances are renewed or renegotiated on an annual basis so that the Chairman and Chief Executive Officer will benefit from any policies that may replace the existing ones.
Moreover, the Chairman and Chief Executive Officer benefits from a death or permanent disability insurance in case of an accident, also underwritten for the executives of the Company, among others, on 1 January 2006. It is specified that this collective insurance is renewed or renegotiated on an annual basis so that the Chairman and Chief Executive Officer will benefit from any policies that may replace the existing one.
As the Company representative, the Chairman and Chief Executive Officer is granted with a company car with a shared driver. The insurance, maintenance, fuel and all costs related to the driver are paid by the Company.
The Chairman and Chief Executive Officer benefits also from a health insurance policy under the terms of a contract dated 16 September 1988.
Like all the Group's Executive officers working in France and employed by the Group as at 30 June 2008, the Chairman and Chief Executive Officer is entitled to a guaranteed pension plan of 50% of his referred compensation, less any pension benefits acquired under other collective and mandatory pension schemes. Thus, this amount may under no circumstances exceed 45% of the benchmark remuneration as for the AFEP-MEDEF recommendations. This amount also follows the recommendation that the increase in potential rights should represent, each year, a limited percentage of 5% of the remuneration of the beneficiary.
This pension is based on his average compensation over the last five years within the Group. The average compensation is EUR 2,033,300 at 31 December 2014. The Chairman and Chief Executive Officer is entitled to the pension, conditioned on being in the Company as a Chairman or an employee of the Company at the time of the liquidation of the rights.
At its meeting on 18 April 2002 and in compliance with Article L. 225-51-1 of the French Commercial Code and Article 16 of SCOR's bylaws ("Executive Management"), the Board of Directors of the Company decided that the management of the Company will be carried out under his responsibility by the Chairman of the Board of Directors, with the title of Chairman and Chief Executive Officer, who may be assisted by a Deputy Chief Executive Officer.
Denis Kessler joined the Group on 4 November 2002, with the objective of turning the company around in the face of a very difficult financial situation. The Board of Directors considered that, in order to achieve this, it was preferable to entrust Denis Kessler with the powers of Chairman and of Chief Executive Officer. When his mandate was renewed in May 2011, the Board of Directors considered that Denis Kessler had demonstrated the relevance of simultaneously holding the offices of Chairman of the Board of Directors and Chief Executive Officer during the turnaround period experienced by SCOR between 2003 and 2007, and then during the economic crisis between 2007 and 2011. The Board of Directors thus felt it was is in the best interests of SCOR, its shareholders and all its employees, for Denis Kessler to be re-appointed to all of the offices held by him and to pursue the development of the Group. Since 2011, SCOR's results have demonstrated the success of this form of governance.
The combined offices of Chairman & Chief Executive Officer give the Company a faster decision-making process and strategic alignment in terms of its governance bodies, which were particularly useful in the recent acquisitions in the United States in 2011 and 2013.
Moreover, several elements of SCOR's governance enable it to ensure a good balance of powers. Thus, in 2014, all of the directors, except the Chairman and Chief Executive Officer and the employee representative, were independent, as were all of the Committee members (Audit Committee, Risk Committee and Compensation and Nomination Committee). The Board of Directors of SCOR also has a lead independent director who may include any subject he deems necessary on the agenda of the Board of Director's meetings and can convene Non-executive Director Session as often as needed.
Furthermore, according to the Board's Internal Charter, the directors may ask to invite the company's principal executives to attend meetings of the Board of Directors so as to interview them on topics related to the exercise of their functions, including when the Chairman & Chief Executive Officer is absent.
Moreover, during its meeting held on 4 March 2015, the Board of Directors of the Company limited the powers of the Chairman and Chief Executive Officer by stipulating in the Board's Internal Charter the need for prior Board approval for the following operations:
Ultimately, the benefits of combining the functions of Chairman and Chief Executive Officer in terms of the decisionmaking process within SCOR and the guarantees provided by the Company's governance rules justify the Board's choice of this type of governance.
Remuneration of the executive corporate officer for the financial year ended 31 December 2014
In accordance with the recommendations stated in the AFEP-MEDEF Governance Code of June 2013 (§24.3) and pursuant to the implementation Guide of the AFEP-MEDEF published in January 2014, the SCOR Group proposes the table below.
| Compensation elements due or attributed for the financial year ended 31 December 2014 |
Amounts or accounting valuation |
Description |
|---|---|---|
| Fixed gross annual sum |
EUR 1,200,000 | Following the recommendation of the Compensation and Nomination Committee on 25 February 2014, the meeting of the Board of Directors on 4 March 2014 decided that the Chairman and Chief Executive Officer will receive a fixed gross annual sum of EUR 1,200,000, payable in twelve monthly instalments. The fixed remuneration of Chairman and Chief Executive Officer has not changed since 1 January 2008. |
| This information is also referred to in: | ||
| Section 15 – Remuneration and benefits 15.1 – Amount of remuneration paid and benefits in-kind 15.1.2 – Remuneration of the members of the COMEX and of the Executive Corporate Officer in 2014 15.1.2.1 – Remuneration to the Chairman and Chief Executive Officer Appendix B – Report of the Chairman of the Board of Directors I. Terms and conditions for preparing and organizing the work of the Board of Directors (F) – Principles and rules stated for the determination of compensation and in-kind benefits for corporate officers |
||
| Variable annual compensation |
EUR 1,236,000 (Amount paid or to pay) |
Following the recommendation of the Compensation and Nomination Committee on 25 February 2014, the meeting of the Board of Directors on 4 March 2014 decided that the Chairman and Chief Executive Officer will receive a target variable annual compensation of EUR 1,000,000 determined as follows: 50% on the basis of the achievement of financial objectives, defined annually at the beginning of each year by the Board of Directors on the recommendation of the Compensation and Nomination Committee; and 50% on the basis of the achievement of personal objectives (equally weighted), defined annually at the beginning of each year by the Board of Directors on the recommendation of the Compensation and |
| Nomination Committee. In accordance with the Group Compensation policy applicable to all Partners within the Group, the variable annual compensation of the Chairman and Chief Executive Officer may benefit, in the event of outperformance, from a multiplier applied to personal (capped to a maximum of 150% of the personal objectives target part) and financial objectives (capped to a maximum of 130% of the financial objectives target part) which will carry the variable annual compensation of the Chairman and Chief Executive Officer to a ceiling of 140% of his variable annual target compensation. |
||
| Moreover, the Group policy states that, for participation and strong involvement in the success of specific strategic projects, an additional and exceptional bonus ("Exceptional Contribution Bonus" - ECB) may be granted; |
| Compensation elements due or attributed for the financial year ended 31 December 2014 |
Amounts or accounting valuation |
Description |
|---|---|---|
| the ECB can reach a maximum of 25% of the target variable annual compensation of the Chairman and Chief Executive Officer. |
||
| The total cash variable annual compensation of the Chairman and Chief Executive Officer may not exceed 165% of his target variable annual compensation of EUR 1,000,000. Therefore, the total cash variable annual compensation of the Chairman and Chief Executive Officer may under no circumstances exceed 137.5% of his fixed annual remuneration. |
||
| The variable compensation for any given year is paid in year n+1, as soon as the financial statements of the Company for such given year are approved by the Board of Directors. |
||
| For 2014, the variable compensation of the Chairman and Chief Executive Officer has been determined according to the following objectives: For 50% based on financial objectives: level of Return on Equity (RoE) achieved by SCOR, with a target at 1000 bps above the risk free rate; |
||
| For 50 % based on personal objectives: implementation of Solvency II, pursue the reinforcement of the ERM and finalization of the internal model ; continuation of an active policy of increasing the value of the Group in the opinion of the investors and analysts; deepening of the employees management policy; consolidation of the Group's commercial positions; general management. These objectives are equally weighted. |
||
| The variable annual compensation related to 2014 fiscal year has been determined by the Board of Directors for the President and Chief Executive officer on an overall percentage of achievement for the financial objectives of 97.2% and an overall percentage of achievement for the personal objectives of 150%. This variable annual compensation is paid in one time in March 2015. |
||
| For confidentiality reasons, this document does not mention the achievement rate of each of the personal objectives. |
||
| This information is also referred to in: | ||
| Section 15 – Remuneration and benefits 15.1 – Amount of remuneration paid and benefits in-kind 15.1.2 – Remuneration of the members of the COMEX and of the Executive Corporate Officer in 2013 15.1.2.1 – Remuneration to the Chairman and Chief Executive Officer |
||
| Appendix B – Report of the Chairman of the Board of Directors I. Terms and conditions for preparing and organizing the work of the Board of Directors (F) – Principles and rules stated for the determination of compensation and in-kind benefits for corporate officers |
||
| Variable deferred compensation |
NA | The Group remuneration policy does not provide for variable deferred compensation. |
| Multi-year variable compensation |
NA | The Group remuneration policy does not provide for multi-year variable compensation. |
| Compensation elements due or attributed for the financial year ended 31 December 2014 |
Amounts or accounting valuation |
Description |
|---|---|---|
| Exceptional compensation |
EUR 0 | No exceptional compensation during the year. |
| Stock option and free share allotment plans or other kind of long-term compensation |
Stock options EUR 180,000 Shares EUR 2,606,250 (accounting valuation under IFRS) |
Following the authorization by the Shareholders' Meeting on 25 April 2013 in its twenty-second resolution, the Company's Board of Directors of 4 March 2014, on the proposal of the Compensation and Nominations Committee of 25 February 2014, decided to allocate on 20 March 2014 stock options to the Chairman and Chief Executive Officer, to the other members of the Executive Committee and to the highest levels of Partners (Executive Global Partners and Senior Global Partners). The Company's Board of Directors of 4 March 2014, on the proposal of the Compensation and Nominations Committee of 25 February 2014, decided to allocate 100,000 stock options to the Chairman and Chief Executive Officer. These options are subjected to 100% performance conditions. The performance conditions will be deemed satisfied if, in addition to the mandatory condition (5) below, at least three out of the four other conditions listed below are met: (1) The solvency ratio at the end of each quarter must not be lower than 150% for the years 2014 and 2015; (2) SCOR Global P&C's combined ratio must be less than 100% on average in 2014 and 2015; (3) SCOR Global Life's technical margin must be higher than or equal to 3% on average in 2014 and 2015; (4) The SCOR Group's ROE for the financial years ending 31 December 2014 and 31 December 2015 must be higher than 1,000 points above the risk-free rate on average. (5) Absolute compliance with the Group's ethical principles as described in the Code of Conduct of the SCOR Group. These principles, which are designed to protect the interests of clients, are the pillars of SCOR's sustainable development and therefore of its performance. The performance conditions will be deemed satisfied if, in addition to the mandatory condition (5), at least three of the four other conditions listed above are met. Nevertheless, if condition (4) is not met and, in addition, one of the three performance conditions (1), (2) or (3) is considered not to have been met, only a reduced percentage of the initial performance share allocation, in accordance with the table below, will be granted: Proportion of the shares SCOR Group's ROE achievement above the risk-free rate definitively (average over two financial years) granted Starting from 1,000 bps 100% Between 800 and up to 999 bps 90% Between 600 and up to 799 bps 70% Between 400 and up to 599 bps 50% Between 301 and up to 399 bps 25% Below or equal to 300 bps 0% Therefore, in case of actual misconduct as per the Code of Conduct (condition 5), for instance in the event of fraud, the beneficiary will lose all of his/her performance shares benefits (clawback policy). |
| Compensation elements due or |
Amounts or | |
|---|---|---|
| attributed for the financial year ended 31 December 2014 |
accounting valuation |
Description |
| Following the authorization by the Shareholders' Meeting on 25 April 2013 in its twenty-third resolution, the Company's Board of Directors of 4 March 2014, on the proposal of the Compensation and Nominations Committee of 25 February 2014, decided to grant performance shares to the Chairman and Chief Executive Officer, the other members of the Executive Committee and the other Partners. The Company's Board of Directors of 4 March 2014, on the proposal of the Compensation and Nominations Committee of 25 February 2014, decided to allocate 125,000 performance shares to the Chairman and Chief Executive Officer. These performance shares are subjected to 100% performance conditions which are the same than those for the stock options. The stock options and performance shares granted to the Corporate Officer in 2014 represent a percentage of 0.117% of the share capital, a percentage of 8.06% compared to the total of 2014 allocations; and a percentage of 52.1% compared to his global remuneration. It should be noted that SCOR is committed to the neutral impact of each stock option and performance share allocation in terms of dilution. To achieve this, SCOR's policy is to systematically neutralize, insofar as possible, the potential dilutive impact that could result from the issuance of new Ordinary Shares following the exercise of stock options, by covering the exposure resulting from the issuance of stock options through the purchase of Ordinary Shares in the context of its share buyback program, at a price close to the exercise price, and by cancelling the treasury shares thus acquired as the options are exercised. Moreover, performance share allocation plans are covered through the allocation of existing shares taken from the treasury shares held by the Company in the context of its share buyback program, and not via the creation of new shares. Thus, there is no dilution regarding the granting of performance shares. Finally, in compliance with the AFEP and MEDEF recommendation applicable to the Executive Corporate Officer, he also made a formal commitment not to resort to the use of hedging instruments on the stock options and/or performance shares which have been granted to him for the whole duration of the term of his office. This information is also referred to in: Section 15 – Remuneration and benefits 15.1 – Amount of remuneration paid and benefits in-kind 15.1.2 – Remuneration of the members of the COMEX and of the Executive Corporate Officer in 2014 15.1.2.1 – Remuneration to the Chairman and Chief Executive Officer Section 17 – Employees 17.3 – Plans providing employee participation in Company 17.3.1 – Stock option plans 17.3.2 – Free share allocation plans Appendix B – Report of the Chairman of the Board of Directors I. Terms and conditions for preparing and organizing the work of the Board of Directors (F) – Principles and rules stated for the determination of compensation and in-kind benefits for corporate officers |
| Compensation elements due or attributed for the financial year ended 31 December 2014 |
Amounts or accounting valuation |
Description |
|---|---|---|
| Director's fees | EUR 44,000 | In 2014, the Chairman and Chief Executive Officer received Director's fees in the form of a fixed amount of EUR 28,000 and a variable amount equal to EUR 2,000 per meeting of the Board and per Committee meeting at which he participated. He attended four Board meetings, three Strategic committee meetings and one Strategic committee seminar, leading to a variable part of EUR 16,000. This information is also referred to in: Section 15 – Remuneration and benefits 15.1 – Amount of remuneration paid and benefits in-kind 15.1.1 – Directors' fees |
| Benefits of any kind |
EUR 5,277 In addition to the deferred amount, an amount of EUR 72,683 was paid by the company in 2014 with regard to social security schemes and individual health coverage. |
As the Company representative, the Chairman and Chief Executive Officer is granted with a company car with a shared driver. The insurance, maintenance, fuel and all costs related to the driver are paid by the Company. Moreover, the Chairman and Chief Executive Officer benefits from a health insurance policy under the terms of a contract dated 16 September 1988. Moreover, in accordance with the decision taken by the Board of Directors on 21 March 2006, repeated on 12 December 2008, 4 May 2011 and 30 July 2014, the Chairman and Chief Executive Officer benefits from specific life insurance to cover the risks inherent in the duties of Chairman and Chief Executive Officer of the Company, in an amount equivalent to three years of fixed and variable compensation; the insurance is obtained by the Company. To this end, an individual insurance has been underwritten to complement the "all causes" death or permanent disability insurance policy for Company Executives, dated 30 June 1993, as renewed or renegotiated annually, and whose last version is compliant with the collective and compulsory welfare plan, specific to SCOR, such as modified with effect on 1 July 2014, which benefits from now on to an objective category of employees having an annual gross basis remuneration equal to or exceeding 3 social security ceilings. It is specified that these individual and collective "all causes" death insurances are renewed or renegotiated on an annual basis so that the Chairman and Chief Executive Officer will benefit from any policies that may replace the existing ones. Moreover, the Chairman and Chief Executive Officer benefits from a death or permanent disability insurance in case of an accident, also underwritten for the executives of the Company, among others, on 1 January 2006. It is specified that this collective insurance is renewed or renegotiated on an annual basis so that the Chairman and Chief Executive Officer will benefit from any policies that may replace the existing one. This information is also referred to in: Section 15 – Remuneration and benefits 15.1 – Amount of remuneration paid and benefits in-kind 15.1.2 – Remuneration of the members of the COMEX and of the Executive Corporate Officer in 2014 15.1.2.1 – Remuneration to the Chairman and Chief Executive Officer Appendix B – Report of the Chairman of the Board of Directors I. Terms and conditions for preparing and organizing the work of the Board of |
| Compensation elements due or attributed for the financial year ended 31 December 2014 |
Amounts or accounting valuation |
Description |
|---|---|---|
| Directors (F) – Principles and rules stated for the determination of compensation and in-kind benefits for corporate officers |
||
| Severance pay | No amount is payable in respect of the year ended 31 December 2014 |
The Shareholders' Annual General Meeting of 3 May 2012, in its 5th resolution, approved in accordance with the arrangements of Article L 225-42- 1 of the "Code du commerce", the following commitments taken by the Board of Director to the benefit of the Chairman & Chief Executive Officer: In the case of departure of the Chairman and Chief Executive Officer during financial current year: |
| all the variable part of his compensation for prior year will be payable during current year as soon as the Company's financial statements for prior year are settled by the Board of Directors; in addition, in the case of dismissal, the amount of the variable part of his compensation for current year will be (i) determined on the basis of the variable compensation for prior year and prorated on the basis of the departure date for the current year, and (ii) paid as soon as the Company's financial statements for prior year are settled by the Board of Directors. |
||
| In the event of termination of the Chairman and Chief Executive Officer, the benefits he may be allocated would be determined according to the following situations: |
||
| In the event that the Chairman and Chief Executive Officer is dismissed for misconduct or following a notoriously negative performance of the Company (non-achievement of the performance condition (C_n) as described below, and for at least two years during the three previous) no compensation will be due; Where his departure is imposed or a dismissal ad nutum mainly for typical difference of opinion regarding the Group's strategy, the Chairman and Chief Executive Officer will benefit from a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure. This payment is subject to the satisfaction of the performance condition (C_n) defined below for at least two out of the three years preceding the date of departure of the Chairman and Chief Executive Officer; |
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| Where his departure is imposed or a dismissal resulting from the event of a hostile takeover bid leading to a change in control situation of the SCOR group, the Chairman and Chief Executive Officer will benefit from a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure. This payment is subject to the satisfaction of the performance condition (C_n) as defined below for at least two out of the three years preceding the date of his departure. Furthermore, the performance shares and stock options which have been granted prior to his departure will be subject, in their entirety, only to performance conditions of each plan as approved by the Board of Directors at the time of the grant. |
||
| The performance condition (C_n), determined by the Board of Directors, upon the recommendation of the Compensation and Nomination Committee, will be met for the current year if at least 3 out of 4 criteria below are fulfilled. |
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| (A) SCOR financial strength by S&P rating must be maintained (minimum) "A" on average over the two prior years; |
| Compensation elements due or attributed for the financial year ended 31 December 2014 |
Amounts or accounting valuation |
Description |
|---|---|---|
| (B) SCOR Global P&C's net combined ratio must be less than or equal to 102% on average over the two prior years; |
||
| (C) SCOR Global Life's technical margin must be higher than or equal to 3% on average over the two prior years; |
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| (D) The SCOR group's ROE must be higher than (or equal to) 300 points above the risk-free rate on average over the two prior years. |
||
| The Board of Directors, upon the recommendation of the Compensation and Nomination Committee will observe whether or not the performance conditions have been met. |
||
| This information is also referred to in: | ||
| Section 15 – Remuneration and benefits 15.1 – Amount of remuneration paid and benefits in-kind 15.1.2 – Remuneration of the members of the COMEX and of the Executive Corporate Officer in 2013 15.1.2.1 – Remuneration to the Chairman and Chief Executive Officer |
||
| Section 20 – Financial information concerning the issuer's assets and liabilities, financial position and profits and losses 20.1 – Historical Financial information: consolidated financial statements 20.1.6 – Notes to the consolidated financial statements 20.1.6.24 – Note 24 – Related party transactions |
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| Appendix B – Report of the Chairman of the Board of Directors I. Terms and conditions for preparing and organizing the work of the Board of Directors (F) – Principles and rules stated for the determination of compensation and in-kind benefits for corporate officers |
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| Non-competition indemnity |
NA | There is no non-competition clause. |
| Supplementary pension plan |
No amount is payable in respect of the year ended 31 December 2014 |
The Shareholders' Annual General Meeting of 3 May 2012, in its 5th resolution, approved in accordance with the arrangements of Article L 225-42- 1 of the "Code du commerce", the following commitments taken by the Board of Director to the benefit of the Chairman & Chief Executive Officer: Like all the Group's Executive officers based in France and employed by the Group as at 30 June 2008, the Chairman and Chief Executive Officer is entitled to a guaranteed pension plan of 50% of his referred compensation, less any pension benefits acquired under other collective and mandatory pension schemes. Moreover, this amount may under no circumstances exceed 45% of the benchmark remuneration, pursuant to the AFEP-MEDEF Governance Code. This amount also follows the recommendation that the increase in potential rights should represent, each year, a limited percentage of 5% of the compensation of the beneficiary. This pension is based on his average compensation over the last five years within the Group. The average compensation is EUR 2,033,300 at 31 December 2014. The Chairman and Chief Executive Officer is entitled to the pension, conditioned on being in the Company as a Chairman or an employee of the Company at the time of the liquidation of the rights. No retirement benefit (or commitment) has been paid to the Chairman and Chief Executive Officer. Total pension benefits commitments relating to the |
| Compensation elements due or attributed for the financial year ended 31 December 2014 |
Amounts or accounting valuation |
Description |
|---|---|---|
| corporate officer ("mandataire social") amount to EUR 28 million. The increase of EUR 7.5 million between 2013 and 2014 mainly reflects the evolution of the technical assumptions and tax increases: EUR 1.8 million due to the 0.5% decrease in the technical rate, EUR 1 million due to the 1.18 % decrease in the discount rate, EUR 2.4 million due to an increase in the pension tax rate (from 30% to 45% for French beneficiaries) when pension annuities are above 8 annual social security ceilings. The remaining part corresponds to the acquisition of an additional year of rights. |
||
| This information is also referred to in: | ||
| Section 15 – Remuneration and benefits Section 15.2 – Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year 2014 |
||
| Appendix A – Unconsolidated corporate financial statements of SCOR SE 1.5 – Notes to the corporate financial statements Note 14 – Compensation of the corporate officer |
||
| Appendix B – Report of the Chairman of the Board of Directors I. Terms and conditions for preparing and organizing the work of the Board of Directors (F) – Principles and rules stated for the determination of compensation and in-kind benefits for corporate officers |
In 2014, a benchmarking study realized by Mercer for the Compensation and Nomination Committee of the Board of SCOR SE showed that the total compensation of the Chairman and CEO of SCOR was equal to 97% of the median total compensation of CEOs from a sample of the main reinsurers in the Standard and Poor's index for which sufficient information on executive compensation was available (Arch Capital Group, Axis Capital Holdings Limited, Endurance Specialty, Everest Re, Hannover Re, Munich Re, Partner Re, Reinsurance Group of America, Swiss Re, Transatlantic Holding – Alleghany, Validus Holdings).
The modalities of the participation of the Shareholders to the General meetings and notably the mode of operating, the main powers of the Shareholders' General meetings, the description of the Shareholders' rights as well as the modalities of the exercise of the voting rights are set forth by the Article 19 of the Company's bylaws, an electronic version of which is available on SCOR's web site (www.scor.com).
Information required by Article L.225-100-3 of the French Commercial Code
The information referred to in Article L.225-100-3 of the French Commercial Code is made public in the Annual Financial report which is included in this Registration Document (see Appendix E for the cross reference table to Annual Financial Report).
This report was prepared with the contribution of the Group Risk Control Department, the risk management departments of the operating companies, the Group Internal Audit Department, the General Secretary's Department and the Finance Department. It was presented to the Audit Committee on 3 March 2015 and approved by the Board of Directors of SCOR SE ("the Company") on 4 March 2015.
The Group has used the COSO 2 framework "Enterprise Risk Management – integrated framework" published by the "Committee of Sponsoring Organizations of the Treadway Commission" (COSO) to further develop and formalize the risk management and internal control systems.
The four general objectives sought through the application of this framework are:
This framework covers the following components:
The structure of this report is based on these components corresponding to the framework implemented by SCOR:
Monitoring of the internal control procedures falls under the remit of the Group General Management. Since November 2013, SCOR's ERM is rated "Very Strong" by Standard & Poor's.
Like any internal control system, the Group's system cannot guarantee that the risk of not achieving the internal control objectives will be eliminated. For example, among the various limitations inherent in the effectiveness of internal controls relating to the preparation of financial documents, those involving decision-making errors based on human judgment are particularly high in a reinsurance company. In effect, the accounting data are subject to numerous estimates, primarily because of the evaluation by the reinsurer of claim reserves, either those not yet declared to the ceding companies or the reinsurer, or those for which development is uncertain or subject to a number of assumptions.
The Group is organized around two main reinsurance business activities and one asset-management activity:
SCOR SE, a European company having its registered office in Paris, avenue Kléber (France), is the parent company of SCOR Group. Beyond its responsibilities as a parent company, the Company has operational responsibilities for cash management, capital management and functional responsibilities.
Following several acquisitions, the Group has set up a functional organization structured around regional management platforms, or "Hubs": London, Paris and Zurich / Cologne for Europe, Singapore for Asia and for the Americas' hub (New York, Charlotte and Kansas City). Each subsidiary, branch, and representation office has a functional link to a given Hub. Each Hub includes the following functions: Legal and Compliance, Information Systems, Finance, Human Resources and Risk Management. Moreover several Group functions are carried out from different locations in order to fully benefit from the competencies disseminated across the world.
Following the organization of the Group in Hubs, the local support functions are gradually assumed by entities especially dedicated and set up in each Hub. This organization enables the execution of centers of expertise and serves to strengthen the coherence and control of our activities. Thus the head of Hub (Hub CEO) is responsible for defining the business continuity plan and implementing it in all locations within his Hub.
| mittee Compensation & Nomination Com |
Management | SCOR Global Investments Mgt. Company Asset |
Operational Risks, Compliance Functional departments/Units Market risk management, & Investment Operational Departments Group Investment Office Reporting & Analysis Asset Management Sales & Marketing & Internal Control Investment FP&A Operations ALM, Risk control |
Life operational entities | Legal & Compliance | ||||
|---|---|---|---|---|---|---|---|---|---|
| mittee | Reinsurance activities and Asset Core Activities |
SCOR Global Life Includes |
Actuarial & Underwriting & Development across EMEAA and Americas Risk Management regions Global functions Operations Reserving Strategy Finance 6 Market |
Risk Management | |||||
| Strategy Com | mittee | mittee | SCOR Global P&C Includes |
Underwriting Management Administration & Finance Services Operations Risk Modelling & Global Strategy & Development Claims & Commutations Business Solutions & Transversal functions Risk Management Actuarial Pricing Natural Hazards Business functions Specialty Lines Treaty P&C Reserving Legal |
P&C operational entities | ||||
| SCOR SE's Board of Directors | mittee Risk Com |
Group Executive Com | Group Risk Com | Group Risk Control Department |
Group Financial Analysis & Group Risk Management Affairs Group Prudential Embedded Value Group Actuarial Risk Modelling |
Hubs | Information Systems | ||
| Central Functions | Finance Department | Group Corporate Finance & Financial Communications Group Financial Planning Investment Accounting Group Controlling Group Treasury and Analysis Group Tax |
Human Resources | ||||||
| Accounts & Audit mittee Com |
Operations Department |
General Secretary (including Group Cost control & Budget Group Compliance and Information Systems Group Project Office Strategy, Corporate Human Resources Communication Group Legal) |
Support Departments Finance |
||||||
| Group Int it ernal Aud |
Within this environment, control responsibilities are exercised as follows:
SCOR SE's Executive Committee (the "COMEX") is chaired by the Chairman and Chief Executive Officer of SCOR SE. The COMEX defines the procedures for implementing the strategy decided by the Company's Board of Directors, the underwriting plan, the financial policy, the investment policy, the risk management policy, and the allocation and management of the resources. In addition, the COMEX supervises the functioning of the Group and the Hubs through a quarterly monitoring of the bodies contributing to the sound administration of the Group. It meets on a weekly basis. In addition to the CEO, the COMEX is currently made up of:
The main tasks of the Group Risk Management Department (GRM) are to further develop the Enterprise Risk Management (ERM) framework and to promote an ERM culture within the Group so that risks are managed consistently within each department.
The Group Risk Management Department is supported in these tasks by the departments in charge of Risk Management at SCOR Global P&C, SCOR Global Life and SCOR Global Investments. In addition the Hub risk managers are involved in these tasks at a local level. Compliance to local regulations and constraints is ensured by Hub compliance officers.
SCOR operates an "Internal Control System Competence Center" (ICS-CC) which reports to the Group Risk Management Department. Core objective of this competence center is to bundle the ICS knowledge in order to foster a consistent group wide ICS approach and application of ICS standards. The ICS-CC consists of experts, who are dedicated to the coordination of the internal control activities formalization within the Group and its divisions and support
the relevant business process owners if necessary. The ICS standards are applied to the Group and its entities based on the principles of proportionality and criticality. The ICS documentation is being progressively deployed.
The approach used to develop and maintain the internal control system is specified in the ICS Group Policy and monitored by the Board Risk Committee of the Company. The policy sets out the reference framework and details the Group principles, the responsibilities of the different participants in internal control and the quality requirements. The principal characteristics of the internal control cycle are as follows:
Group business standards and practices are governed by Group Policies established in a common format, by the operational divisions (SCOR Global P&C and SCOR Global Life) and central functions such as Group Internal audit, Group Chief Financial Officer functions (Group Tax, Group Accounting, Group Consolidation and Reporting), Group Chief Operating Officer functions (Group Legal, Group Communication, Group Human Resources) and Group Chief Risk Officer functions. The latter are approved by the Group COMEX and for relevant topics are submitted annually to the Audit Committee and to the Board of Directors of the Company. These Group policies are not intended to enumerate all the rules governing SCOR's activities in the different countries in which the Group operates, but rather to establish certain rules intended to ensure that SCOR Group companies and employees share a common understanding of the Group's Standards and that they work in compliance with these standards. When approved, these documents are made available to employees on the SCOR intranet on a dedicated page where Group policies are all grouped together.
Given the importance to have Group policies and guidelines embedded into the organization, SCOR's Group Framework for Policies and Guidelines was strengthened. The updated version includes notably clearer definitions on Group policies and guidelines and their hierarchy, as well as a stricter review and notifications process.
In addition, the following new Group policies were drafted or amended reflecting latest legal and other requirements. This list is not an exhaustive list of all policies drafted or amended in 2014.
To embed the latest Group Compliance Policies in force and other business-related legal & compliance requirements (e.g. anti-fraud, anti-bribery, anti-money laundering and sanctions compliance, anti-trust/competition law) as per latest developments into the organization, training sessions targeted for underwriters, claims and accounting staff were also held during 2014 in all Hubs and other major locations.
SCOR has implemented and formalized for several years 3 year strategic plans. The strategic plan, "Strong Momentum" (SMV1.0) covering the years 2010 to 2013 was approved by the Board in July 2010. It was updated and publicly presented on the 7 September 2011 following the acquisition of Transamerica Re and the sale of our US equity indexed annuity business. The updated strategic plan reaffirmed the three objectives set out in the initial version of the plan SMV1.0, i.e.: the optimization of the Group's risk profile, a "AA" level of financial security and a profitability target of 1,000 basis points above the risk free-rate over the cycle. For the new initiatives set in the initial plan, SCOR has reinforced its ERM through the development of specific indicators reported on a quarterly basis to the Group Risk Committee and the Board Risk Committee of the Company in order to enable them to benefit from an overall overview of the development of these initiatives. On 4 September 2013, SCOR presented publicly its new strategic 3-years plan "Optimal Dynamics" which represents the main objectives of the Group, especially the two main objectives: a profitability of 1000 bases points above 3-months risk free over the cycle, and a solvency ratio of between 185% and 220% in percentage of required capital calculated by SCOR's Group Internal Model.
The strategic plans set the Group risk appetite framework, from which the Group's strategy stems.
As mentioned, the COMEX defines the procedures for implementing the strategy and reviews the consistency of the operational plans or policies (e.g. underwriting, finance, retrocession, information technology) with the strategic plan. The COMEX also ensures that there is an optimal risk-based allocation of capital and diversification. Under the responsibility of the Group Chief Risk Officer, the Capital Shield Strategy sets risk limits to ensure a protection of the Group's capital in line with the strategic plan's objectives. The Capital Shield Strategy is approved and monitored by the Group Risk Committee and the Board Risk Committee.
The clarity and precision of strategic objectives and their implementation within the Group ease the identification, evaluation and control of risks, whatever their nature (e.g. underwriting risk, market risk, and operational risk), possibly caused by these objectives.
Several processes for identifying and assessing risks have been implemented to approach risk from different angles and to deal with them in an exhaustive manner. These include:
The Group Chief Risk Officer presents the assessment of the corresponding exposures and the associated limits to the Group Risk Committee and to the Risk Committee of SCOR SE's Board of Directors (the "Board Risk Committee") on a quarterly basis.
(C) PRINCIPAL ACTIVITIES AND PARTICIPANTS OF RISK CONTROL
Because of its activities, SCOR SE is exposed to many risks: reinsurance related risks, market risks and other risks (e.g. liquidity, rating). These risks are detailed in the Section 4 – Risk Factors of the Registration Document. This report does not detail these risks, but aims at summarizing the principal activities and participants of Risk Control for the following important areas.
The control activities described below are considered as the principal activities for controlling risks specific to those areas. In accordance with SCOR's internal control system approach, these control activities are performed on group or company level, on core business and investment process level, or on supporting process level.
SCOR uses an internal model for determining economic capital managed by the Group Financial Analysis & Risk Modeling Department of the Group Risk Control Department. Its results are used to implement its underwriting and asset management policies and guidelines. Economic capital is allocated to SCOR Global P&C, SCOR Global Life and to the asset management, and constitutes the reference for deciding and verifying the profitability expected from each of them.
The operating and control procedures concerning underwriting, pricing, administration of reinsurance contracts and claims management are validated by SCOR Global P&C and SCOR Global Life and are applied to all underwriting segments of the company in question, regardless of location.
division but also to highlight the inherent uncertainties surrounding this assessment. The control of the reserves by the Actuarial Department of the division and of the Group is articulated around three axes:
SCOR Global Investments SE (SGI) is in charge of managing all assets for which it has been certified by the French financial market regulatory body (AMF). SGI manages portfolios of assets directly through mandates provided to SGI by the Group and to the Group's subsidiaries. Assets are locally managed by external asset managers when the local regulation imposes it.
Refer below to section (F) Financial Reporting.
The Group's central functions, different from the finance and communication functions dealt with in parts (D) and (F) hereafter, comprise Risk Management, Treasury, Budget & Forecasting and functions relating to legal and tax issues, information systems, human resources and general service departments. These include:
Financial communication:
The establishment and centralization of all financial information - particularly press releases, intended for the market, investors, financial analysts, and the press - are the responsibility of the Corporate Communications Department and the Investor Relations & Rating Agencies Department, which respects a formalized process. Financial information intended for rating agencies is the responsibility of the Investor Relations & Rating Agencies Department. All of this information is ultimately controlled by General Management.
Concerning the Registration Document, a specific process has been implemented to ensure the contribution of all relevant departments and the consistency of the information provided. A final edit is made by members of the COMEX.
The Corporate Communications Department systematically and simultaneously publishes regulated information, including press releases, via a professional host included in the official list published by the AMF and on SCOR's website (www.scor.com).
Internal communication:
SCOR strives to make all documents deemed important available to all SCOR employees on SCOR's intranet. Furthermore, SCOR has increased the use of collaborative sites enabling it to share and retain document history or to collect and centralize information specific to certain subjects (e.g. emerging risks) from various sources.
Monitoring of the internal control procedures falls under the remit of General Management which is supported by two departments:
Through its Internal Control Competence Center, the Group Risk Management Department monitors the documentation and formalization status of the processes deemed critical, according to Group standards. Besides the activities depicted in section A of this report, the Group Risk Management Department monitors the main risks to which the Group is exposed. A quarterly dashboard with key risk indicators is reported to the Group Risk Committee and the Board Risk Committee.
The Group Internal Audit provides independent, objective assurance and consulting services designed to add value and improve an organization's operations. The internal audit activity helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of governance, risk management and control processes. Furthermore, the Group Internal Audit must inform the senior managers and heads of operating and functional units of any unsatisfactory conditions or risks.
The Group Internal Audit produces a yearly audit plan in a risk-based manner, taking the organization's risk management framework and including risk appetite levels set by management for the different activities, or parts of the organization, into account. The input of Senior Management and the Board is considered in this process. Once reviewed and approved by the Audit Committee, it is communicated to COMEX members and put on the SCOR portal.
The Group Internal Audit carries out a quarterly follow-up process to monitor and ensure that management actions agreed in the audit reports have been effectively implemented or that senior management has accepted the risk of not taking action. The follow-up results are provided to the Management and the Audit Committee.
The Audit Committee receives at least on a quarterly basis a report on the Internal Audit activities.
Furthermore, the Finance Department manages the "management representation letters" process, detailed in part (F) on financial reporting, which also incorporates certain points relative to internal control of accounting and financial reporting.
The accounting and finance function is the responsibility of the Chief Financial Officer (CFO), who manages all financial areas in order to have an overall view of the Group's technical and financial results.
The CFO does not, however, exercise direct control over all accounting information systems and relies on the accounting departments of operating companies, who provide him with quarterly consolidation packages, as well as on the accounting departments of SCOR Global P&C, SCOR Global Life and SCOR Global Investment who assist him in coordinating aspects relative to the processes, methods and reporting.
General accounting for SCOR subsidiaries is supported by two main auxiliary group of accounting systems, namely (1) technical reinsurance accounting: premiums, claims, commissions, technical reserves, value of business acquired (VOBA), deferred acquisition costs (DAC), funds held; and (2) financial asset accounting: securities, bank accounts, investment income and expenses.
The processes described below concerning reinsurance accounting and calculation of technical reserves, which are predominantly within the single technical information system (OMEGA), are applied by Group entities. A high level of control already exists in OMEGA. As part of the on-going OMEGA reengineering project, OMEGA 2.0, which has been confirmed as a strategic project in July 2010 by the Board of the Group and by the Executive Committee, several improvements have already been or will be implemented to reinforce the level of control provided.
Concerning reinsurance accounting, numerous regular controls are conducted directly (automatic and systematic, or for consistency or by testing) by the Technical accounting teams located in the subsidiaries using both Group tools and Group or specific control reports. Quarterly inventories are also subject to specific control procedures.
The calculation of technical reserves (including IBNR - Incurred But Not Reported) having a significant impact on the balance sheet and income statement, is largely based on contractual and accounting data, the relevance of which is verified upstream. This calculation of technical reserves inventories is subject to the following successive controls:
The recognition and measurement of technical reserves (in particular mathematical reserves) and related intangible assets and related deferred acquisition costs are largely based on contractual and settlement data and subject to the following controls:
Finally, reinsurance technical results are analyzed quarterly by the finance departments of SCOR Global P&C and SCOR Global Life. The Group Chief Actuary establishes reports on the adequacy of the reserves of SCOR Global P&C and on the adequacy of the majority of reserves of SCOR Global Life.
Monitoring of financial assets and cash flow is provided through various operating methods. The information systems used provide an audit trail of the transactions carried out. In certain entities, accounting activities are delegated to external service providers; controls implemented by these entities make it possible to verify the proper recording of accounting data and consistency of the figures. "Cash" reconciliations are made on a daily basis, for the most part, and securities are reconciled the following day (D+1) with reports from the various custodians. Portfolios managed directly are monitored in real time.
The implementation of a new information system enabling the booking valuation and monitoring of all assets owned by Group entities improves substantially the investment accounting model. These accounting tools have been substantially deployed throughout the Group's principal subsidiaries. The completion of this project in early 2011 improved the investment accounting organization, definition of roles, responsibilities and processes.
Regarding the process of aggregating and consolidating accounting data by the Group Accounting Department, current internal control is ensured by:
At the end of 2009, SCOR decided to fully review all its Finance applications by launching a Group wide "one ledger" Program. The main objective of this Program is to simplify, through an innovative approach based around SAP, and vastly improve the Finance function for all SCOR entities. This program includes:
The initial phases of this Program of defining the business requirements and developing a Core Solution (design, build & test) are complete, and the Core Solution validated.
This solution was rolled out in all locations, except in Kansas City, scheduled for 2015.
Control of the quarterly consolidation procedure under IFRS is provided in particular through:
In addition, and without calling into question the implementation of internal control rules by SCOR and its managers, General Management requests, within the framework of the reporting and quarterly consolidation procedure, that all local managers of Group entities, as well as Senior Managers of SCOR Global P&C, of SCOR Global Life and of the Group Controller's department for certain Group functions such as tax and consolidation, make a specific quarterly statement to the Chairman and Chief Executive Officer, and to the Group Chief Financial Officer in internal management representation letters as to the reliability and fair presentation of the accounts of the entities they manage and the effectiveness of the internal controls. Management of the SCOR Global P&C and SCOR Global Life divisions review the individual entity level internal representation letters and submit a divisional letter. The results of all internal management representation letters are analyzed and monitored by a committee including the General Secretary of SCOR, the Group General Counsel, the Group Chief Accounting Officer, and the Head of the IFRS Center of Excellence. The key points are communicated to the Group CFO and Group CEO, and communicated to internal audit.
SCOR believes that its risk management and internal control systems are appropriate and adapted to its activities and is engaged in an ongoing process to improve its internal control standards and their implementation. In 2014, the Group has pursued its efforts on compliance issues as briefly summarized in this report by releasing new Group policies, and by improving existing policies to align them with the Group's developments. The full review of all its Finance application across the Group has enabled to simplify and vastly improve the Finance function for all SCOR entities.
This is a free translation into English of a report issued in French and it is provided solely for the convenience of English speaking users. This report should be read in conjunction with and construed in accordance with, French law and professional standards applicable in France.
Statutory auditors' report, prepared in accordance with article L. 225-235 of the French Commercial Code "code de commerce", on the report prepared by the Chairman of the Board of Directors of SCOR SE
To the Shareholders,
In our capacity as statutory auditors of SCOR SE and in accordance with article L. 225-235 of the French Commercial Code (code de commerce), we hereby report on the report prepared by the Chairman of your company in accordance with article L. 225-37 of the French Commercial Code "code de commerce" for the year ended 31 December 2014.
It is the Chairman's responsibility to prepare and submit for the Board of Directors' approval a report on internal control and risk management procedures implemented by the company and to provide the other information required by article L.225-37 of the French Commercial Code "code de commerce" relating to matters such as corporate governance.
Our role is to:
We conducted our work in accordance with professional standards applicable in France.
The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman's report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information. These procedures consist mainly in:
On the basis of our work, we have no matters to report on the information relating to the company's internal control and risk management procedures relating to the preparation and processing of the accounting and financial information contained in the report prepared by the Chairman of the Board of Directors in accordance with article L. 225-37 of the French Commercial Code "code de commerce".
We confirm that the report prepared by the Chairman of the Board of Directors also contains the other information required by article L. 225-37 of the French Commercial Code "code de commerce".
Paris-La Défense, 4 March 2015
The Statutory Auditors
MAZARS ERNST & YOUNG Audit
Jean-Claude PAULY Antoine ESQUIEU Guillaume FONTAINE
*This glossary is a list of selected reinsurance terms. It is not a complete list of terms used in this Registration Document in the insurance or reinsurance industry.
The accounting year in which loss events occur.
The entity's financial year in which the accounts are recorded. Due to the time required to transfer information relating to a given period of cover, the ceding company's accounting year may differ from that of the reinsurer. For reinsurers such as SCOR and its subsidiaries, which may calculate their results before receiving the accounts from the ceding company, estimates are made for ceding company information which has not been received at the date the financial statements are prepared.
The sum of all risks which are correlated such that a single insured event will affect these risks or all the underwritten lines relating to the same risk.
Specialist who applies probability theory to Life and Non-Life insurance and reinsurance in order to measure risks and calculate premiums, as well as technical or mathematical reserves.
Reserves for claims are recorded in the accounting system for the amount communicated by the cedents. They can be supplemented with additional amounts calculated according to past experience, in order to take into considerations estimated future adverse developments.
Losses recorded during the period for which initial estimates recorded in previous accounting periods proved insufficient.
Transaction whereby a reinsurer agrees to cover part of a risk already underwritten or accepted by an insurer. The opposite of ceded business.
The amount of losses above which an excess of loss reinsurance contract becomes operative.
An actuarial "best estimate" refers to the expected value of future potential cash-flows (probability weighted average of distributional outcomes) related to prior underwritten business. Best estimates are based upon available current and reliable information and take into consideration the characteristics of the underlying portfolio.
Amount of capital relative to a financial institution's loans and other assets. Insurance regulators require that insurers hold a certain minimum of equity capital against their risk-weighted assets.
The amount of capital needed in order to protect the required capital, so that it (the required capital) cannot be eroded with a probability higher than 3%.
Funds that would be available under a pre-negotiated agreement if a specific contingency (such as a natural disaster) occurs.
Framework that protects SCOR shareholders, ensuring that they do not become SCOR's retrocessionaires. The capital shield is made up of three main pillars: capital buffer, risk appetite framework and hedging (retrocession, ILS, contingent capital etc.).
Insurance primarily concerned with the losses caused by injuries to third parties by the policyholder and the legal liability imposed on the insured resulting there from.
SCOR defines a natural catastrophe as events involving several natural risks including but not limited to flood, windstorm, earthquake, hurricane, tsunami, that give rise to an insurable loss. For reporting purposes, the Group separately considers catastrophes as events causing pre-tax losses, net of retrocession, totaling EUR 3 million.
A high performance bond which is generally issued by an insurance or reinsurance company. If a predefined occurrence takes place (such as an earthquake, tsunami, hurricane etc.), the bondholder loses all or part of his investment in the bond.
This type of insurance-linked security allows insurance and reinsurance companies to transfer peak risks (such as those arising from natural catastrophes) to capital markets, thereby reducing their own risks.
The most conventional form of credit derivatives, allows one side to buy the protection against the default of its counterparty by regularly paying a third part a premium and receiving from it the pre-determined amount in the event of default.
Insurance company, mutual society or provident insurance provider that transfers (or "cedes") a part of the risk it has underwritten to a reinsurer.
Transaction whereby an insurer (cedent or ceding company) either mandatorily or facultative transfers part of its risk to the reinsurer against the payment of premium. The opposite of ceded business is assumed business.
Amount relating to actual or estimated claims made by an insured for an indemnity under an insurance contract for loss events that occurred in the accounting year.
The ratio of the sum of claims paid, the change in the provisions for unpaid claims and claim adjustment expenses in relation to earned premium.
A homogeneous category of insurance. Since 1985, French reinsurers have used a uniform presentation that distinguishes between life, fire, crop hail, credit and surety, other risks, third party liability, motor, marine and aviation classes. The last eight of these form the general class of Non-Life business. English-speaking markets generally distinguish between Property (damage to goods) and Casualty (liability insurance and industrial injury), and Life business.
Sum of the Non-Life claims ratio and the expense ratio.
A transaction through which insurers or reinsurance surrender all rights and are relieved from all obligations under the insurance or reinsurance contract in exchange for a single current payment.
Credit insurance provides insurance coverage against loss to a supplier caused by customer failure to pay for goods or services supplied. Surety insurance relates to sureties and guarantees issued to third parties for the fulfillment of contractual liabilities.
Decennial insurance provides insurance coverage to building owners and construction companies against losses caused by structural defects in new buildings resulting from inherent defects in design, construction or the materials employed. In a number of countries, including France, such coverage is required as a matter of law. It is generally granted for a period of ten years after construction is completed.
Costs associated with the acquisition of new contracts, mainly commissions, are recorded as assets and amortized on the basis of the residual term of the contracts for Non-Life business and on the basis of the recognition of future margins for Life contracts. DAC is subject to impairment resting conducted within the liability adequacy test.
Defined under IAS 12 as amounts of income tax recoverable in future accounting periods due to temporary difference or Net Operating Losses (NOL) carry forward
Amounts which may be deposited with the ceding company to guarantee the reinsurer's liability. Income from securities deposited accrues to the reinsurer.
A financial instrument or other contract with the three following characteristics: a) value changes in response to a change in the underlying (e.g. interest rate, price, foreign exchange rate); b) requires no or minimal net investment, and c) is settled at a future date.
A policy taken out with an insurer by an individual or a company to cover a risk (property, service or person). This policy can either be underwritten directly with one of the insurer's agents or via a broker who receives a commission.
E
Equity Indexed Annuity
Frequently used measure of the value of expected future cash flows in life insurance and life reinsurance from the shareholder's point of view, expressed as the value of net assets plus the present value of expected profits on the insurance portfolio less cost of capital and administrative expenses.
Enterprise Risk Management is a process, effected by an entity's Board of Directors, management and other personnel, applied in strategy setting and across the enterprise, designed to identify potential events that may affect the entity, and manage risks to be within its risk appetite, to provide reasonable assurance regarding the achievement of entity objectives.
Aggregation of claims having a common origin and affecting either a single insured under more than one policy, or more than one insured.
Reinsurance on an item-by-item or risk-by risk basis. Facultative reinsurance is usually written for very large-line risks. It may be either proportional or non-proportional.
The price for which an asset could be exchanged between knowledgeable, willing parties in an arm's-length transaction.
Goodwill comprises the residual difference between the identifiable assets of an acquired entity and the purchase price paid in a business combination. Goodwill is recognized as an asset in the balance sheet, and represents future economic benefits expected to be generated from assets that are not capable of being individually identified and separately recognized. Goodwill is tested for impairment on a yearly basis.
The GMDB guarantees investors in a variable annuity that if the owner passes away while the market value is down, they would never get back less than their original principal.
Actual and estimated premiums to be received for the period from the ceding companies. Gross premiums represent the turnover for the accounting period.
SCOR's internal model is used to quantify the risks that SCOR faces. In particular, it is used to calculate the Solvency Capital Requirement (SCR)
A single insurance policy that provides insurance coverage for several persons forming a homogeneous group, and generally belonging to the same company or association, against certain risks such as death, accident, sickness.
I
Financial instruments whose values are driven by insurance loss events. Such instruments that are linked to property losses due to natural catastrophes represent a unique asset class, whose return is uncorrelated with that of the general financial market.
The write down which is recorded when the current fair value of the asset is less than its accounted book value.
Provision for claims which have already occurred but have not yet been reported to the insurer at the balance sheet date.
L
An assessment of whether the carrying amount of an insurance liability needs to be increased (or the carrying amount of related deferred acquisition costs or related intangible assets, such as VOBA, decreased), based on a review of future cash flows.
Collective term for the lines of business in connection with the insurance of persons, i.e. life, pension, health critical illness, long-term care and personal accident insurance.
Profit earned on liquidation of technical reserves on settlement of a claim or expiration of a Treaty.
Event that triggers insurance cover and reserves recognition.
Amount relating to actual or estimated claims expenses declared or not declared that occurred in the accounting year.
Reinsurance that absorbs the losses immediately above the reinsured's retention layer. A low layer excess of loss reinsurer will pay up to a certain monetary amount at which point a higher layer reinsurer or the ceding company will be liable for additional losses. Also known as working layer reinsurance.
M
Insurance covering damage occasioned during carriage (by sea, river, land, or air) to the means of transport ("hull"), excluding motor-driven land vehicles, and to the goods carried ("cargo"), and third party liability incurred by the carrier.
Amount that a Life insurance or capitalization company must set aside and capitalize in order to meet its commitments to the insured.
The probability that an individual in a given group will develop a certain disease or disorder.
The relative incidence of death of Life insureds or annuitants holding a Life insurance policy.
Gross premiums less the portion of premiums paid for retrocession. Opposed to gross written premiums.
Reinsurance contract written to protect the ceding company from all or part of claims in excess of a specified amount retained (priority). This generally takes the form of Excess of Loss (or XL) or excess of annual loss reinsurance.
Initially, this concerned a multi-year, multiline form of reinsurance whose contract terms included an aggregate limit of liability and loss sensitive features (e.g. profit sharing or additional premium). Currently, it also encompasses technical and investment accounts within a single cover, securitization of insurance risks, credit derivatives, and climate derivatives.
O
The issuer of this convertible bond may give the creditor or new shares issued for the occasion, or existing shares held in a portfolio.
In September 2013, the Group presented its new three-year plan "Optimal Dynamics" covering the period 2013-2016.
P
PERILS provides index values which can be used in industry-loss-based ILS transactions. The underlying data for the index is thereby directly collected from insurance companies underwriting property business in the affected areas and is processed in a standardized procedure to estimate industry-wide insured losses, which then form the basis of the PERILS index service.
All political or administrative events, actions or decisions that could lead to losses for companies contracting or investing abroad.
Premiums an insurance company has recorded as revenues during a specific accounting period.
An insurance company that issues insurance contracts to the public generally or to certain non-insurance entities.
The estimated anticipated maximum loss, taking into account ceding company and contract limits, caused by a single catastrophe affecting a broad contiguous geographic area, such as that caused by a hurricane or earthquake of such a magnitude that it is expected to recur once during a given return period, such as every 50, 100 or 200 years.
All insurance classes other than Life.
Insurance that provides coverage to a person with an insurable interest in tangible property for that person's property loss, damage or loss of use.
Reinsurer's share of claims carried by the insurer in proportion to its share of premiums received. Proportional reinsurance is generally written as a quota share of business or as surplus reinsurance.
Reserve for claims reported but not yet settled. These are estimated by ceding companies and communicated to the reinsurer.
Scale showing the various premium rates applied to risks belonging to a given category of insurance (as in motor rates, fire rates).
Additional premiums charged under certain excess of loss reinsurance contracts to restore coverage amounts after a loss.
Procedure whereby an insurance company in turns insures itself with an outside company (the reinsurer) for part or all of the risks covered by him, in return for payment of a premium.
Percentage of premiums paid by the reinsurer to the insurer in quota-share or facultative treaties as a contribution to the acquisition and administrative costs relating to the business ceded.
A reinsurance pool involves insurance and reinsurance companies as well as public authorities in order to spread the risks. It allows the Group to have limited and known commitments.
The total reinsurance business (Treaty and Facultative) written and managed by a reinsurance company.
Amount received by the reinsurer as a consideration for covering a risk.
Reinsurance convention between an insurer and a reinsurer defining the terms under which the risks covered by the convention are ceded and accepted. The two main categories of treaty reinsurance are proportional and nonproportional.
Company that undertakes to cover the portion of a risk ceded to it by the insurer.
Reserves intended to cover the portion of the cost of claims not covered by the unearned premiums reserve, for the period between the accounts closing date and the contract expiration date.
Share of the risk retained by the insurer or reinsurer for its own account.
Transaction in which the reinsurer transfers (or cedes) all or part of the risks it has assumed to another reinsurer, in return for payment of a premium.
Company that accepts a retroceded risk.
Property or person insured.
The rate of interest that remunerates assets with no counterparty risk. Usually, the weighted three months daily interest rates of treasury bills (T-bills) in the Euro area, the US, UK, Canada and Switzerland averaged over the period under consideration are used as proxies for the risk-free (interest) rate. The weighted average used for this calculation is based on the percentage of our managed assets denominated in the currency of each such asset.
Defines the target risk profile (assets and liabilities combined) that SCOR actively seeks in order to achieve its expected return. The target risk profile is represented as the Group's target profit/loss probability distribution.
Consistently defines the three following metrics: SCOR risk appetite, SCOR risk preference and SCOR risk tolerance.
Lloyd's accounting practice based on a 3-year accounting process for Lloyd's syndicates. The syndicate underwriting account is closed at the end of the third year by means of reinsurance into the following year, which reinsures all future liabilities for the closed year and all previous years.
Return on equity is based on the Group's share of net income divided by average shareholders' equity (calculated as shareholders' equity at the beginning of the period adjusted for the effect of all movements during the period, prorata temporis).
The cessation of all underwriting of new business on a risk portfolio. As a result, all reserves are "run off" over time until their complete extinction. Run off may take up to several decades depending on the class of business.
SCOR Global Life refers to the operating division recording all business underwritten by entities in the life operating division. SCOR Global Life SE refers to the legal entity.
SCOR Global P&C refers to the operating division and all business transacted by entities in this division. SCOR Global P&C SE refers to the legal entity.
SCOR SE refers to the legal entity SCOR SE, the issuer. SCOR SE and its consolidated subsidiaries are referred to as SCOR, SCOR Group or the Group.
Solvency Capital Requirement, i.e. required capital calculated by SCOR's Group Internal Model (GIM), as 99.5% VaR of the change in economic value (negative result) distribution in the 12 months starting 1/1 of the year.
A legal entity created to fulfill specific or temporary objectives (conduct defined activities or hold assets etc.). SPE's are typically used by companies to isolate the firm from financial risk.
The volume of business measured in gross written premiums net of acquisition costs underwritten by the group through its managed syndicates.
In September 2010, the Group presented its new three-year plan "Strong Momentum" covering the period 2010-2013. In September 2011, SCOR released the updated version "Strong Momentum V1.1" of this plan.
T
The period of time that elapses between either the writing of the applicable insurance or reinsurance policy or the loss event (or the insurer's or reinsurer's knowledge of the loss event) and the payment in respect thereof. A "short-tail" product is one where ultimate losses are known comparatively quickly; ultimate losses under a "long-tail" product are sometimes not known for many years.
The balance of income and expenses allocated to the insurance business and shown in the technical statement of income.
The combination of SGPC and SGL underwriting capabilities.
Decision by an insurer or a reinsurer to accept to cover a risk upon collection of a premium.
The maximum amount that an insurance or reinsurance company can underwrite. The limit is generally determined by the company's retained earnings and investment capital. Reinsurance serves to increase a company's underwriting capacity by reducing its exposure to particular risks.
For the Lloyds, amount of gross written premiums net of acquisition costs underwritten by the Group through its investments in Lloyd's Syndicates.
Pattern in which Property and Casualty insurance and reinsurance premiums, profits and availability of coverage rise and fall over time.
The aggregate of policy acquisition costs, including commissions, and that portion of administrative, general and other expenses attributable to underwriting activities.
Amounts that an insurer or reinsurer must place in reserves in order to pay out on claims insured, and on liabilities arising from policies written.
The year commencing with the effective date of a policy or with the renewal date of that policy, to be distinguished from the Accounting year. For example, a claim may occur during the current accounting year, but which relates to a policy commencing in a prior underwriting year.
For each reinsurance contract, these cover the portion of premiums written during the year relating to the period between the balance sheet closing date and the date at which the reinsurance contract expires.
Life insurance contract or capitalization certificate for which the amount guaranteed and bonus amounts are expressed, not in a specific Euro amount, but by reference to one or more units of account such as mutual fund units or real estate investment trust units. Contractual guarantees are directly linked to upward or downward variations in a security listed on a regulated market or in the value of a real estate asset.
V
This refers to life reinsurance portfolios acquired in a business combination. It is calculated as the present value of the stream of expected future cash flows including estimates of the future technical results, the future investment income less future administration expenses. The present value calculation is based on assumptions and risk discount factors relevant at the date of acquisition. VOBA is amortized over the lifetime of the underlying reinsurance portfolio and is subject to impairment testing as part of the LAT.
Present value of expected future income flows from the portfolio of in-force business, discounted by a currency-specific risk discount rate and determined in accordance with local accounting principles.
X
A regulation in the US, commonly referred to as Regulation XXX (or Triple X) which requires a relatively high level of regulatory, or statutory, reserves that US life insurance and life reinsurance companies must hold on their statutory financial statements for various types of life insurance business, primarily certain level term life products. The reserve levels required under Regulation XXX increase over time and are normally in excess of reserves required under IFRS.
| 1 | Operating and financial review of SCOR SE | 397 |
|---|---|---|
| 2 | Fluctuation of SCOR SE quotation throughout 2014 |
399 |
| 3 | Social impact of SCOR's activity | 400 |
| 4 | Environmental impact of SCOR's activity | 411 |
| 5 | Information related to societal commitments in support of sustainable development |
417 |
| 6 | Related party agreements | 420 |
| 7 | Additional information relating to the management report of the Company and the Group – Table of compliance |
421 |
| 8 | Statutory auditors' report on the review of SCOR SE selected environmental and social indicators |
422 |
In accordance with the AMF Guide d'élaboration des documents de référence up-dated as at 5 December 2014, statements and information pertaining to the management report on the Company's and on the Group's activities in 2014, as approved by the Board of Directors on 4 March 2015 (the "Report"), are included and presented in the Registration Document 2014 which will be submitted as such to the Shareholders' Meeting convened to approve the financial statements of the financial year ended on 31 December 2014.
Therefore, the Registration Document's sections referred to in the table of compliance set forth under Section 4 hereafter, are fully incorporated to this Report of which they are deemed to be an integral part.
Statements and information relating:
are presented in separate reports of the Board of Directors.
1.1.1 OPERATING AND FINANCIAL REVIEW OF SCOR SE IN 2014
The balance sheet of SCOR SE as at 31 December 2014 amounts to EUR 8,889,382,414.
The total of financial assets of SCOR SE is EUR 6,213,916,703.
The shareholders' equity of SCOR SE amounts to EUR 2,794,425,655 and other equities amount to EUR 1,642,078,174. The debts amount to EUR 627,504,877 including other loans of EUR 625,844,494.
The net amount of reinsurance reserves rise to EUR 3,557,734,121.
The reinsurance result of SCOR SE as at 31 December 2014 is EUR 154,778,927 while the financial result is EUR 371,755,128.
SCOR SE's net income is EUR 387,295,829 in 2014.
For additional information on the operating and financial situation of SCOR SE and its subsidiaries, as well as on their activities' development in 2014, please refer to Section 9, Section 20 and Appendix A of the Registration Document.
Pursuant to the provisions of Article L. 441-6-1 of the French Commercial Code, specific situations excepted (as, notably, litigations on invoices received), the suppliers' invoices are paid upon receipt or 30-days from the end of the month.
Pursuant to Article 223 quarter of the French General Tax Code, we remind you that the amount of the expenses and charges referred to in Article 39.4 of said Code totals EUR 86 057 for the previous fiscal year 2014 and the amount of taxation borne by the Company due to the non-deductibility of such charges should amount to a total of EUR 32 702
None of the expenses referred to in paragraph 5 of Article 39 of the French General Tax Code are considered as nondeductible for tax income 2014.
1.2.1 OPERATING RESULTS OF SCOR SE DURING THE LAST FIVE FINANCIAL YEARS
Pursuant to the provisions of Article R.225-102 of the French Commercial Code, the following table presents a summary of SCOR SE operating results during each of the last five financial years:
| RATIO NATURE | 2014 | 2013 | 2012 | 2011 | 2010 |
|---|---|---|---|---|---|
| I. - Financial position at the end of the year | |||||
| a) Social Capital (EUR million) | 1,518 | 1,518 | 1,515 | 1,513 | 1,479 |
| b) Number of issued shares | 192,691,479 | 192,757,911 | 192,384,219 | 192,021,303 | 187,795,401 |
| c) Number of convertible bonds to shares | - | - | - | - | - |
| II. - Global Profit and loss of effectives transactions (EUR million) |
|||||
| a) Turnover without taxes | 1,585 | 1,369 | 1,245 | 1,136 | 910 |
| b) Net Profit before taxes, depreciations and reserves |
355 | 240 | 188 | 56 | 184 |
| c) Current income tax | 14 | 1 | 10 | 9 | 25 |
| d) Net Profit after taxes, depreciations and reserves |
387 | 227 | 208 | 235 | 204 |
| e) Allocated Net Profit amount | 270 (1) | 251 | 231 | 211 | 207 |
| III. - Profit and loss per share: | |||||
| a) Net Profit after taxes, and before depreciations and reserves |
1,92 | 1.25 | 1.03 | 0.34 | 1.13 |
| b) Net Profit after taxes, depreciations and reserves |
2,01 | 1.18 | 1.08 | 1.22 | 1.10 |
| c) Paid dividend per share | 1.40 (1) | 1.30 | 1.20 | 1.10 | 1.10 |
| IV. - Salaries: | |||||
| a) Number of salaries | 648 | 591 | 566 | 554 | 777 |
| b) Gross wages amount | 105 | 77 | 79 | 54 | 81 |
| c) Amount of paid employees benefits (Healthy contribution, others benefits, etc. |
26 | 29 | 22 | 17 | 21 |
(1) Subject to adjustment according to the 30 April 2015 shareholders' meeting's decision as per the allocation of 2014 income
Over the three previous fiscal years, the amounts distributed by SCOR SE as dividends were as follows:
| Fiscal year ended on: | 31/12/2013 | 31/12/2012 | 31/12/2011 | ||||
|---|---|---|---|---|---|---|---|
| Number of shares | .(1) | 181,572,894 | 192,166,752 | 192,021,303 | |||
| Net dividend per share | EUR | 1.30 | EUR | 1.20 | EUR | 1.10 | |
| Amount eligible for the deduction allowance specified by Article 158-3 of the French |
.(2) | ||||||
| General Tax Code | EUR | 1.30 | EUR | 1.20 | EUR | 1.10 |
(1) Number of shares of the Company, with a nominal par value of EUR 7.8769723, existing at the moment of distribution of the related dividend, including treasury shares (actions auto-détenues).
(2) For natural persons only: the dividend paid in 2011, 2012, 2013 and 2014 for the fiscal years 2010, 2011, 2012 and 2013 gave entitlement to a 40% deduction (except if the beneficiary has opted for fixed-rate taxation on dividends (prélèvement libératoire forfaitaire, as the case may be).
The following statements present the volume of transactions and the fluctuation of SCOR SE quotation on the Euronext Paris stock market throughout the financial year 2014:
| TOTAL OF TRANSACTIONS | EXTREME MARKET PRICE | |||||
|---|---|---|---|---|---|---|
| Year | Month | Volume | Value | Higher | Lower | |
| (million EUR) | (In EUR) | (In EUR) | ||||
| January | 11,419,817 | 285 | 26.60 | 23.12 | ||
| February | 7,703,357 | 192 | 25.73 | 23.96 | ||
| March | 9,334,738 | 233 | 25.70 | 24.12 | ||
| April | 6,117,417 | 157 | 26.74 | 25.00 | ||
| May | 5,547,253 | 143 | 26.94 | 24.76 | ||
| June | 7,457,501 | 190 | 26.07 | 24.97 | ||
| 2014 | July | 7,618,516 | 188 | 25.32 | 23.93 | |
| August | 7,149,327 | 168 | 24.05 | 22.84 | ||
| September | 8,530,479 | 205 | 24.99 | 23.21 | ||
| October | 7,805,452 | 185 | 24.96 | 22.20 | ||
| November | 5,368,917 | 131 | 25.30 | 23.86 | ||
| December | 7,171,563 | 177 | 25.41 | 23.26 |
This appendix is prepared in accordance with the regulations referred to in the Article 225 of the law on the national commitment to the environment. The presentation also takes into account Recommendation No. 2013-18 of the Autorité des marchés financiers published on 5 November 2013 and available on the AMF's website. It describes how the Group ("SCOR" or the "Group") accounts for the direct effects of its activity on its employees and outlines the policies, actions and programs it has implemented in response, both at SCOR SE and its subsidiaries in France and abroad.
This chapter is divided into two sections. The first section presents a series of HR indicators that are consistent across the Group. The second section provides additional information and studies in further detail the actions and programs implemented within the Group.
Methodology
Group Human Resources collects the data from the various hubs and breaks it down by country where necessary. The information system used to manage Group employees is PeopleSoft HR. Group Human Resources, in charge of consolidating the data, performs weekly consistency checks of the PeopleSoft HR database.
Each category in this section corresponds to an item of information mentioned in the French decree Grenelle II which is itself explicitly mentioned.
Scope
The items mentioned in the document pertain to the entire Group except ReMark (138 employees, fully consolidated entity), Telemed (43 employees), Réhalto (27 employees) and the Lloyd's Channel Syndicate (80 employees). ReMark, Telemed and Réhalto are controlled 100% by SCOR Global Life SE. The Lloyd's Channel Syndicate is controlled by SCOR Global P&C SE. They are all managed independently from the Group in terms of human resources (HR policies, HR processes, HR rules and frames etc.).
Limitation of data collection and reliability
Definitions of social indicators may differ slightly from one country to another. Nevertheless, the SCOR indicators used in the tables below remain consistent and meaningful at Group level. Unless otherwise indicated, no estimate is performed to calculate these indicators.
"Grenelle II" Indicator: Distribution of the employees by Geographical Area
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| Paris | 765 | 743 | 713 |
| Americas | 725 | 707 | 628 |
| Zurich/Cologne | 453 | 446 | 447 |
| London | 251 | 224 | 189 |
| Singapore | 223 | 195 | 173 |
| TOTAL excluding ReMark | 2,417 | 2,315 | 2,150 |
| ReMark (2) | 138 | 135 | 134 |
| TOTAL | 2,555 | 2,450 | 2,284 |
(1) The headcount is calculated on the basis of employees registered as at 31 December. Each hub covers a region and may encompass several countries. For example, the Paris hub covers France, Spain, Italy, Belgium, the Netherlands, Russia and South Africa. As temporary workers and external service providers are managed according specific rules in each site, this data is not mentioned in the headcounts this year. For detail of countries per hub, please refer to section 17.1.
(2) SCOR Global Life SE holds 100% of the capital of ReMark. Due to its specific activity, to its own business model and its own organizational structure. ReMark's human resources are managed independently from the Group.
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"Grenelle II" Indicator: Distribution of employees by gender
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| Male | 1,267 | 1,227 | 1,133 |
| Female | 1,150 | 1,088 | 1,017 |
| TOTAL | 2,417 | 2,315 | 2,150 |
3.2.3 Distribution by status
"Grenelle II" Indicator: Distribution of the employees (by status)
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| Partners (1) | 658 | 651 | 570 |
| Designate Partners | 89 | 57 | 52 |
| Non-Partners | 1,670 | 1,607 | 1,528 |
| TOTAL | 2,417 | 2,315 | 2,150 |
(1) Definition of the Partner: see "Note 3.2.8 – Total Compensation: Elements relating to the remuneration policy." The Corporate Officer is included in this population. This figure includes the decisions taken during the 2015 partners promotions and nominations process which took place at the end of 2014.
"Grenelle II" Indicator: Total Headcounts (by department)
| 2014 | 2013 | 2012 | ||
|---|---|---|---|---|
| SCOR Global P&C | .(4) | 784 | 742 | 712 |
| SCOR Global Life | .(1) | 830 | 948 | 848 |
| SCOR Global Investments | 52 | 59 | 51 | |
| Group Functions and Support | .(2) | 751 | 566 | 539 |
| TOTAL excluding ReMark | 2,417 | 2,315 | 2,150 | |
| ReMark | .(3) | 138 | 135 | 134 |
| TOTAL | 2,555 | 2,450 | 2,284 |
(1) For 2012 and 2013 the former Transamerica Re employees are included in the SCOR Global Life division. Starting from 2014, the former Transamerica Re employees are included in the divisions according to the global organization of the Group. For 2012, 2013 and 2014, Rehalto (27 employees at 31 December 2014) and Telemed (43 employees at 31 December 2014), subsidiaries (100%) of SCOR Global Life SE, are managed independently from the Group in terms of human resources and are not aggregated financially (and then socially) in the division.
(2) The "Group Functions and Support" division includes the Group's Finance, Risk and Operations departments as well as the departments directly managed by the Chairman and Chief Executive Officer.
(3) SCOR Global Life SE controls 100% of the capital of ReMark. Due to its specific activity, its business model and its organization, ReMark's human resources are managed independently from the Group.
(4) For 2013 and 2014, the Lloyd's Channel Syndicate (80 employees at 31 December 2014) is a subsidiary of SCOR Global P&C SE, managed independently from the Group in terms of human resources and not aggregated financially (and then socially) in the division.
| 2014 | 2013 | 2012 | |
|---|---|---|---|
| Permanent Contract | 2,380 | 2,286 | 2,134 |
| Fixed-Term Contract | 37 | 29 | 16 |
| TOTAL | 2,417 | 2,315 | 2,150 |
| Trainees (1) | 74 | 78 | 66 |
| TOTAL including trainees | 2,491 | 2,393 | 2,216 |
(1) We consider that the trainees are paid and under a tripartite relationship between the company, the school and the student.
SCOR had 74 trainees as at 31 December 2014 (42 in France, 12 in Switzerland, 5 in Germany, 4 in the US, 2 in Canada, 5 in the United Kingdom, 2 in Russia, 1 in Spain, 1 in Brazil). The trainees' working contracts differ according to country and training objectives. All trainee programs aim to introduce the students to the world of work, whether through internships during studies or vocational training courses for learning about specific professions.
"Grenelle II" Indicator: Hiring (by contract type and by gender)
| 2014 | 2013 | 2012 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Male | Female | Total | Male | Female | Total | Male | Female | Total | |
| Permanents contracts | 148 | 130 | 278 | 173 | 139 | 312 | 151 | 115 | 266 |
| Fixed-Term contracts | 11 | 21 | 32 | 13 | 14 | 27 | 7 | 9 | 16 |
| Trainees | 50 | 52 | 102 | 62 | 71 | 133 | 53 | 44 | 97 |
(1) The group had no particular difficulty in hiring this year
Methodology: the definitions for "fixed-term contract" and "trainee" may vary from one country to another. We define "fixed-term contract" as a signed working contract mentioning a termination date. We define "trainee" as an employee paid by the company under a tripartite agreement between the company, school and student employee.
"Grenelle II" Indicator: Departures
| 2014 | 2013 | 2012 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Male | Female | Total | Male | Female | Total | Male | Female | Total | |
| Retirement | 21 | 14 | 35 | 14 | 9 | 23 | 5 | 6 | 11 |
| Resignation | 67 | 52 | 119 | 45 | 43 | 88 | 63 | 48 | 111 |
| Dismissal | 15 | 14 | 29 | 27 | 22 | 49 | 14 | 25 | 39 |
| End of Fixed-term contract |
6 | 8 | 14 | 2 | 7 | 9 | 6 | 5 | 11 |
| Decease | 4 | 4 | 1 | 2 | 3 | 1 | 1 | ||
| Company transfer | 4 | 4 | 8 | ||||||
| Trainees | 49 | 54 | 103 | 58 | 65 | 123 | 59 | 47 | 106 |
Methodology: employees on fixed-term contract are considered as definitively leaving SCOR when their contracts expire. Therefore, the 12 employees who signed a permanent contract in 2015 at the end of their fixed-term contract are not included in this scope.
In 2014, the Group's staff turnover rate was 7.3%*.
(*2014 Group's staff turnover: number of departures in 2014 (excluding dismissals, deceases, company transfers and trainees) / headcount as at 31 December 2013)
"Grenelle II" Indicator: Compensation (composition of the package)
| In EUR | 2014 | 2013 | 2012 | |
|---|---|---|---|---|
| Average fixed remuneration | .(2) | 88,525 | 83,209 | 82,548 |
| Average bonus | 14,581 | 11,191 | 9,310 | |
| Total granted shares | .(3) | 13,069 | 11,872 | 11,420 |
| 116,175 | 106,272 | 103,278 |
(1) The Corporate Officer is not included. The total compensation is calculated on the basis of 2,416 employees as at 31 December 2014.
(2) The average fixed remuneration is based on the annual base salary paid to the employee, prorated to actual hours worked. (3) Amount calculated by multiplying the number of shares granted by the fair value of each plan which is calculated in accordance with the IFRS rules.
Key elements of remuneration policy
All employees have access to a full description of the Group's remuneration policy on the Company intranet. This policy is consistent across all the Hubs and applies to the entire Group. In accordance with the Group's values, one of the policy's objectives (beyond retaining employees and rewarding performance) is to discourage excessive risk-taking.
As a global company organized into five Hubs located in the world's main financial centers, SCOR offers competitive base salaries in order to position itself as a competitive player on the labor market and attract and retain talent.
SCOR maintains a holistic approach to compensation. Compensation for both Partners and employees comprises multiple components: a fixed and a variable part, an immediate and a deferred part, an individual and a collective part. The components include base cash salary, annual cash bonus, shares and options where applicable, pension schemes and any other benefits.
Base salaries are set according to criteria that consider a variety of factors, such as conditions on the local labor market, professional education and professional experience before entering SCOR, accumulated expertise, the present position of the jobholder, and his/her responsibilities.
SCOR reviews the base salaries on a yearly basis to reward individual performance as well as when new responsibilities are assumed by the job-holder. An automatic adjustment to inflation is not applied as a general rule and is only granted in the few countries where it is legally required.
SCOR has established a "Partners" program. This program, which aims to involve the Partners in the capital of the Group, applies to approx. 25% of the total number of employees. It is a specific and selective program in terms of information sharing, career development and compensation schemes.
There are four main Partner Levels: Associate Partners (AP), Global Partners (GP), Senior Global Partners (SGP), and Executive Global Partners (EGP). With the exception of the EGP level, these levels are then divided into two levels, allowing seniority or special achievement promotions.
The Company has a formal, carefully designed procedure for appointing and promoting Partners. Appointments and promotions are made every year during an Executive Committee ("COMEX") session. Candidates must have consistently demonstrated their skills, leadership and commitment in the past.
For non-Partners employees, the SCOR cash bonus rewards individual performance over the previous year. Depending on the rating received in the individual appraisal by the employee's direct superior, the bonus varies between 0% and 6% of the annual base salary. This scale is increased by a multiplier (2 or 3) in some Hubs in order to take account of specific local labor markets.
For Partners, the SCOR bonus system is linked directly to the staff individual performance appraisal (corresponding to pre-defined ranges linked to the individual performance) and also to the ROE that SCOR achieved in the past financial year.
The cash bonus is calculated based on the annual gross salary. The components of the Partners' bonuses are linked to their partnership level.
The Partners of SCOR are also eligible for free shares and stock options. However, this does not mean that an allocation has to occur every year or that every Partner will receive an allocation. The process is supervised by the Compensation and Nomination Committee which consists only of independent members of the Board of Directors who are informed of all the individual shares and options grants.
Moreover a new compensation scheme has been implemented for the benefit of selected managers and executives of the Group with the goal of retaining key employees while extending the scope of performance measurement during 6 years.
This new compensation scheme, the Long-Term Incentive Plan (LTIP), thus reflects the Group's desire to implement compensation schemes in accordance with best market practices, thereby enabling us to more deeply involve our key employees in the long-term development of the Group.
In addition, the Group pursues a policy of employee shareholding, which resulted in 221,160 shares being allocated to non-Partners in 2010, 141,020 shares in 2011, 168,440 shares notified in 2013, 199,750 shares in 2014.
3.2.9 The employer social security contributions
Indicator "Grenelle II": Compensation (amounts of the employer social security contributions)
Amounts of the employer social security contributions paid
| Hub | 2014 | 2013 | 2012 |
|---|---|---|---|
| Paris | 42,551 | 42,580 | 32,921 |
| Americas | 14,965 | 13,211 | 12,806 |
| Zurich/Cologne | 5,939 | 4,567 | 5,584 |
| London | 5,828 | 6,956 | 5,801 |
| Singapore | 1,655 | 1,716 | 1,347 |
| TOTAL | 70,938 | 69,030 | 58,459 |
| Compulsory Retirement Scheme | Complementary Retirement Scheme |
Compulsory Health Scheme |
Complementary Health Scheme |
|
|---|---|---|---|---|
| France | All employees benefit from the basic scheme. In addition, there are supplementary schemes managed by AGIRC ("cadres") and ARRCO ("cadres" and "non-cadres") that work on a points accrued basis, with different brackets depending on the employee's status and date of birth. |
"Indemnités de Départ à la Retraite", "Congés Fin de Carrière" and supplemental Defined Benefit Plan for a limited number of beneficiaries (with an executive status). |
National Health Care for all employees under a French contract: reimbursement of healthcare costs (illness, accident, pharmacy) based on a scale reviewed annually. |
Compulsory complementary health insurance for all companies in the insurance sector (RPP) + additional health insurance for insurance companies (option G Allianz). Specific protection used for specific cases/populations. |
| Germany | The pension amount is based on three elements: the sum of points earned based on income, the multiplier, the present value of pensions. The regular and unshortened pension is currently payable between age 65 and around age 67. |
The current pension scheme is a defined contribution scheme run by Generali. Six defined benefits pension schemes are still in force: for three of them, the payment of the pension benefits is calculated on the basis of duration of affiliation to the pension scheme. For the three others, the pension schemes serve the purpose of supplying benefits to the employees on their retirement, or in the event of disability or death. |
All the employees are obliged to have health insurance (basically: statutory health insurance). Employees earning more than EUR 48,600, can choose a private health insurance or can stay voluntarily in the statutory health insurance. |
- |
| United Kingdom |
The mandatory retirement plan is managed by the state ("Basic State Pension"). The amount of full basic state pension for a single person is GBP 113.10 per week for 2013- 2014. |
One defined-benefits pension scheme (the pension is equal to 1/60th of the final pensionable salary for each year of membership of the scheme up to normal retirement date) and 3 defined contribution pension schemes (individual funds accumulate from contributions and investment returns). |
National Health Service (provides a comprehensive range and free of charge health services). |
Private Medical benefits for employees and their dependents: around 100 employees concerned. |
| United States |
Progressive formula based on the average monthly income (AIME: Average Indexed Monthly Earnings). |
Seven defined benefits pension schemes (amount of annual benefit is paid at normal retirement date in monthly instalments for life, percentage of average monthly remuneration multiplied by a fraction, not exceeding 1 and based on seniority upon retirement). One defined contribution pension scheme. (401k). |
- | United Health Care: medical fees, eye care and pharmacy fees including preventative, well-care visits and emergency care. Cost is divided between SCOR and employee (around 500 employees concerned in the Americas hub). |
| Compulsory Retirement Scheme | Complementary Retirement Scheme |
Compulsory Health Scheme |
Complementary Health Scheme |
|
|---|---|---|---|---|
| Switzerland | The system of mandatory occupational pensions is based on "defined credits" accrued to an individual's pension account and the payment of a pension. |
- | National health insurance for all employees (salary payment during sick leave or absence due to an accident. For the latter, treatment costs are covered). |
- |
| Singapore | Central Provident Fund (CPF) is a mandatory retirement savings scheme for Singapore citizens and permanent residents. The maximum CPF contribution rate for employer and employee is 16% and 20% respectively. |
- | Working professionals who are Singapore citizens or permanent residents are automatically provided with a low-cost medical insurance – a basic tier of insurance protection for all Singaporeans. |
MSIG Group Hospitalisation & Surgical Policy (109 employees). |
"Grenelle II" Indicator: Distribution of the employees by age
| By age | 2014 | 2013 | 2012 |
|---|---|---|---|
| Less than 31 years | 213 | 206 | 192 |
| 31-40 years | 559 | 527 | 500 |
| 41-50 years | 512 | 480 | 447 |
| 51-60 years | 349 | 348 | 340 |
| More than 60 years | 59 | 47 | 43 |
| TOTAL | 1,692 | 1,608 | 1,522 |
(1) Due to local laws, the age of the employees working in the hub Americas has not been taken into account in these figures
| 2014 | 2013 | 2012 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Male | Female | Total | Male | Female | Total | Male | Female | Total | |
| Full-time employees | 1,241 | 994 | 2,235 | 1 204 | 936 | 2 140 | 1,115 | 871 | 1,986 |
| Part-time employees | 26 | 156 | 182 | 23 | 152 | 175 | 18 | 146 | 164 |
| TOTAL | 1,267 | 1,150 | 2,417 | 1 227 | 1 088 | 2 315 | 1,133 | 1,017 | 2,150 |
| 3.3.1 Organization of working time | ||
|---|---|---|
| -- | -- | ------------------------------------ |
| "Grenelle II" Indicator |
|
|---|---|
| The annual working time in the Group is 201 days for the employees with "cadres" status in France, 205 days for the employees with "non-cadres" status in France, 218 days in Spain, 219 days in Italy, 219 days in Belgium, 221 days in the Netherlands, 247 days in Russia, 222 days in South Africa, 226 days in Ireland, 228 days in the UK, 245 days in Sweden, 222 days in Switzerland, 221 days in Israel, 221 days in Germany, 221 days in Austria, 233 days in the USA, 245 days in Brazil, 231 days in Argentina, 243 days in Canada, 251 days in Mexico, 244 days in Colombia, 248 days in Chile, 231 days in Australia, 230 in China, 223 days in Hong Kong, 214 days in India, 224 days in Malaysia, 229 days in South Korea, 230 days in Singapore, 219 days in Japan and 230 days in Taiwan. |
Organization of working time |
| As the concept of overtime does not exist in all countries and the calculation of overtime is very different from one country to another according to local law, it is not possible to present this data on a comparable basis this year. |
|
| The length of absence (1) within the Group is 8,722 days in France, 4 days in Belgium, 2 days for Netherlands, 448 days in Spain, 313 days in Italy, 140 days in Russia, 13 days in South Africa, 299 days in Ireland, 1,211 days in United Kingdom, 521 days in Sweden, 2,096 days in Switzerland, 16 days in Israel, 2 261 days in Germany, 238 days in Austria, 13,594 days in the USA, 154 days in Brazil, 10 days in Argentina, 1 497 days in Canada, 92 days in Mexico, 104 days in Colombia, 223 days in Chile, 19 days in Australia, 76 days in China, 66 days in Hong Kong, 9 days in India, 1 day in Malaysia, 42 days in South Korea, 747 days in Singapore, 17 days in Japan. |
Organization of working time |
(1) Sick leave, accident, maternity/paternity leave, sabbatical leave, exceptional leave are included.
3.3.2 Social relations
| "Grenelle II" Indicator |
|
|---|---|
| 4 European Committee meetings were held in 2014 (in Paris) on 8 January 2014, on 16 May 2014, on 4 July 2014 and on 9 October 2014. |
Organization of employee/management dialogue |
| 72 meetings were held with staff representatives in Europe (37 meetings in France (1), 2 meetings in Italy, 8 in Switzerland, 20 meetings in Germany, 1 meeting in Austria, 3 in Sweden, 1 in Brazil). |
Organization of employee/management dialogue |
| 18 collective agreements were signed within the Group in 2014 (14 agreements were signed in France on 4 February 2014 "Egalité professionnelle entre les femmes et les hommes", on 23 June 2014: 5 agreements on the retirement - introduction of the new pension scheme based on the French "article 83" and increase of the working time, on 23 June 2014 "Accord sur la participation aux bénéfices", on 26 June 2014 "Première prorogation de la phase pilote du télétravail", on 3 July 2014 "accord sur l'attribution collective d'actions gratuites (prime de partage des profits)", on 16 December 2014 "Seconde prorogation de la phase pilote du télétravail", on 19 December 2014: 4 addendums related to the change of account holder for the new pension scheme, 2 agreements were signed in Germany on July 2014 and December 2014 "Extension of Pilot Project Mobile Office", 2 agreements were signed in Brazil on 13 February 2014 "Convenção Coletiva de Trabalho do Estado de Rio de Janeiro" and on 30 January 2014 "Convenção Coletiva de Trabalho do Estado de Sao Paulo"). No collective agreement related to health and safety in the workplace was signed in 2014. |
Collective agreements review |
| In 2014, the Works Council in Paris spent EUR 650,897 on social activities. This figure does not include operating expenses (or summer camp costs (2)). The main benefits for employees are: |
Works Council activity |
| "Crédit loisirs": an annual lump sum credit proposed to each employee to reimburse theatre, cinema and show tickets, sporting activities, arts, culture and entertainment related outings, etc. |
|
| Benefits for children such as back-to-school vouchers, the "early childhood" bonus, |
summer camps and recreation centers.
(1) For France, this figure includes the work councils meetings and the employee representative meetings ("délégués du personnel").
(2) The summer camps are managed by the Works Council (social activities) but their related expenses are deducted from a supplementary dedicated budget defined by the company. The amount of expenses for summer camps was EUR 111,667 in 2014.
| "Grenelle II" Indicator |
|
|---|---|
| 13 meetings were held with the Group's staff representatives to discuss local health and safety conditions (7 in France, 1 in Italy, 1 in Germany, 1 in Argentina, 2 in Chile, 1 in Mexico). |
Health and security |
| 3 occupational accidents (2) on the working place with sick leave were recorded as (3). at 31 December 2014 (1 in France, 1 in Switzerland, 1 in the United States) |
Occupational accident and |
| 7 occupational accidents on the working place without sick leave were recorded as at 31 December 2014 (3 in France, 1 in Russia, 1 in Switzerland, 2 in the United Kingdom) (3). |
professional diseases |
| Due to its geographical locations and applicable local laws, SCOR complies with all the provisions of the International Organization. The themes related to "Elimination of discrimination in respect of employment and occupation" and "Freedom of association and the effective recognition of the right to collective bargaining" are especially described in the section 3.3.5 " Diversity and equal opportunities" and in the section 3.3.2 "Social Relations". The social climate within the Group can be considered as good. A good social dialogue exists in each hub and at the European level. |
Compliance with ILO core conventions |
| In 2014, a number of measures for health protection/prevention were implemented: - In Germany, a variety of medical services is offered in cooperation with the company doctor (e.g.: eye examinations, vaccination), offer of ergonomic keyboard/mouse. A safety and health committee is in place. |
Health and security |
| - In Austria, workplace evaluation (visits by safety engineers and occupational health physicians from the Austrian Workers' Compensation Board). |
|
| - In France, the single document for the evaluation of occupational risks is reviewed and updated to prevent all the potential or actual occupational risks, regular medical appointments are organized by the occupational health department for the employees, support is provided for stress management especially through the sports association (a fitness room is located in the Kléber site), support is provided to employees experiencing difficulties at work: counselling service (Réhalto). |
|
| - In Italy, office safety and health training are organized for all the staff. | |
| - In Spain, employees are offered an annual medical check-up (general medical examination and occupational risk prevention). |
|
| - In Switzerland, specific actions have been implemented to support employees with stress management (including yoga and fitness, membership in sports club), and solutions have been implemented to improve ergonomics at the workstation and to take care of the health of the employees (e.g.: promoting healthy food). |
|
| - In the United Kingdom, eye test and work station assessments, pre-employment screening, medicals offered to staff after being employed for a year with the company |
|
(1) Due to the multiplicity of local laws on this subject, the information relating to occupational diseases is not available in 2014 for technical reasons.
(2) Number of occurrences in the course of work which leads to physical or mental harm and absence. (3) It was not possible to calculate the frequency rate and the severity rate of accidents during this year within the hubs. SCOR therefore identified the number of occupational accidents within the Group to provide rudimentary information on this subject.
| Indicator "Grenelle II" |
|
|---|---|
| The strategic objectives of this policy are: | Description of the |
| To have one consistent SCOR-wide training approach to ensure career development for all employees; |
training policy |
| To maintain and develop employees' technical and transverse skills, thus contributing to the Group's performance; |
|
| To apply a stringent process for analyzing, controlling and monitoring SCOR's strategic needs; |
|
| To make the training policy a powerful means of developing and retaining staff while adhering to local legal requirements. |
|
| Since 2013 the training policy forms part of the "SCOR University" concept, which extends training to the international level and harnesses the synergies of existing training schemes. The concept is structured around three pillars: Business, Management & Leadership, and Excellence. |
|
| 40,323 (1) training hours have been offered by the Group in 2014. 15,842 training hours (EUR 533,284 (2), 2,004 training participants) were offered in the Paris hub, 10,303 training hours (EUR 476,112, 1,382 training participants) were offered in the Zurich/Cologne hub, 4,081 hours in the London hub (GBP 294,297, 224 training participants), 4,116 training hours (SGD 268,293, 152 training participants) were offered in the Singapore hub, 5,981 training hours (USD 315,362, 422 training participants) were offered in the Americas hub. In 2014, on average, approximately 17 hours of training were followed per employee. |
Number of training hours |
(1) For the Paris hub, the Zurich hub and the London hub, the number of training hours is calculated on the basis of the attendance sheets. For the other hubs, the number of training hours is calculated on the basis of the information mentioned in the invoices sent by the providers. For technical reasons, the figures for the Americas Hub exclude Canada.
(2) For technical reason, this amount excludes taxes.
3.3.5 Diversity and equal opportunities
| Indicator "Grenelle II" |
|
|---|---|
| A Code of Conduct was introduced in 2009, in which SCOR committed to providing a work environment free from discrimination and / or harassment based on gender, sexual orientation, race, religion, disability, or acting as a staff representative or participating in a trade union. |
Combating discrimination and promoting diversity |
| At the Compensation and Nomination Committee meeting on 25 July 2012, it was noted that SCOR had made progress towards achieving equality between women and men at work and that the initiatives must continue. Once again this year, a particular attention was paid to the number of women with Partner status entering in the partnership: women accounted for 35 % of the "partner" nominations during the 2015 partners and nominations process which took place at the end of 2014. This objective is part of the initiatives supported by SCOR to facilitate the access of the female employees to key positions within the Group and build the talent pool. This approach is also compliant with internal equity when increasing salaries, performing appraisals or promoting to Partner status (reminder of this principle sent to the managers with the guidelines) and with the recruitment process designed to eliminate any risk of discrimination. |
Equality between women and men |
| In recent years in France, the Women's Day leads to the organization of an event dedicated to diversity within the group. In 2015, this event will be global and rolled-out in larger entities. |
|
| A community called "SCOR Women's Network" was created on Loop (the Corporate Social Network) in April 2014. |
|
| A European charter for equality of men and women was signed on 29 January 2015 at the European level by the management and members of the European Committee. It offers innovative features and actions to promote diversity. |
In parallel, the following commitments (resulting from the agreement) have been made at the Paris site: 1 / Develop and maintain diversity in employment and recruitment; 2 / Promote and ensure equal treatment in terms of pay and training between women and men working in equivalent fields, similar functions and having the same skills, experience, responsibilities, performance and education; 3 / Ensure that absences related to maternity do not affect career development and salary; 4 / Promote compatibility between work and family life. In the United-Kingdom, a course named "Personal Branding for Corporate Success" and opened to both women and men was implemented. In the US, the annual Equal Employment Opportunity report is completed annually as required by the law. Non-discriminatory measures for older employees are applied in the Hubs, especially in Paris where an agreement was signed in 2009 (on the non-discrimination and equal treatment, recruitment and job retention, anticipation of changes during a career, skills management for seniors). In Germany: "Learning over Lunch" events keep going. One objective is to discuss ways to help parents manage specific parental situations; there are one woman on the local Management Committee; part-time or flexible working arrangements are discussed to alleviate the difficulties faced by certain employees face; paternity leave and child/parent care leave are promoted, teleworking is under consideration (implementation of a pilot), personal coaching and support and assistance for older employee are also in place, along with an adaptable pension scheme according to the employee's personal circumstances. In Austria: adherence to measures specified in the collective agreement of the Austrian Insurance Association (equal treatment, etc.) In Singapore, an employee referral program was launched in 2014. The objective is to implement an alternative source of job applicants to bring in the best high quality talents and support the mission of equal employment opportunity for all candidates. Combating discrimination and promoting diversity The Group has 14 employees with disabilities (1) : 1 in Germany, 3 in Switzerland, 6 in France, 2 in Italy, 2 in Canada. Employment and integration of disabled employees In Germany, the whole building has also been adapted to the mobility of disabled people. An integration management program aiming to provide the right conditions to help certain employees return to work after long-term sick leave is in place, In Switzerland, support can be offered to the disabled employees who are back to the company after a long sick leave, which implies a progressive level of challenges approach, according to their situation. In France, SCOR places particular importance on the subject of disability and implements practical actions to allow equal access to all positions and to support the entry and retention of disabled workers. The following actions to promote the integration of employees with disabilities have been taken within the Paris site: - The building was built and designed taking into consideration all the arrangements to facilitate the integration of disabled staff. - Specific monitoring of disabled employees via the Department of Health to work in coordination with the HR Hub Paris (including adapting the organization of work and / or working conditions). - Establishment of specific training for a deaf employee eligible for teleworking. Measures to assist disabled employees
(1) Due to the local law, the information cannot be gathered for the United-States
The first "Victoires du Capital Humain" awards, organized by the publisher of the magazine Décideurs, Leaders League, has awarded two trophies to the SCOR group Human Resources department.
The "Gold Trophy - special mention", for the category "HR Department of the Year for an International Group", highlighting in particular the fundamental transformation of HR policy over the past few years. The other nominees were GDF Suez, L'Oréal, LVMH and Total.
The "Silver Trophy" for the category "Benefits and Remuneration". The other nominees were Accor, Areva, Devoteam and Société Générale.
These trophies, awarded in Paris on 8 December 2014, are designed to reward the actions and initiatives taken by the HR managers of more than 150 large groups, as elected by a jury of more than 80 professionals. They notably recognize the best initiatives in terms of the quality of working life, talent management and training policy.
The report covers a 12-month period from 1 January to 31 December of the year under review.
The items pertain to the entire Group except ReMark, Telemed, Réhalto and the Lloyd's Channel Syndicate. These three entities are controlled 100% by SCOR Global Life SE and are managed independently of the Group in terms of human resources. The Lloyd's Channel Syndicate is controlled by SCOR Global P&C SE and is managed independently from the Group in terms of human resources.
The headcount is calculated on the basis of the employees registered at 31 December on fixed-term contracts (working contract signed directly between SCOR and the individual with a defined ending date) or permanent contracts (working contract signed directly between SCOR and the individual for an unlimited period). Trainees are employees paid by the company under a tripartite agreement between the company, the school and the student.
Employees on fixed-term contracts are considered as definitively leaving SCOR when their contracts expire. Employees who signed a permanent contract in 2014 at the end of their fixed-term contract are not included in the fixedterm contract endings.
For the employees who signed several similar working contracts during the year, only the initial hiring and the final departure are counted.
2014 Group staff turnover: number of departures in 2014 (excluding dismissals, deceases, company transfers and trainees)/headcount as at 31 December 2013.
The average fixed remuneration is calculated on the basis of the annual remuneration of reference paid to employees, prorated to actual hours worked. The average bonus includes profit sharing scheme for France. It takes into account bonuses equal to 0 for unsatisfactory performance.
Annual working time: annual period of time (calculated in days) that an individual spends at work. This definition is based on the legal (or conventional) approach and does not take into account the absence for sick leave, maternity leave, sabbatical leave etc.
The length of absence includes sick leave, accident, maternity/paternity leave, sabbatical leave and exceptional leave.
Number of training hours: total number of hours of training received by all the employees. These training hours are directly managed by SCOR or by an external training organization at the behest of SCOR. For collective training, the number of hours of training should be multiplied by the number of participants.
A disabled employee is an employee officially affected by a disability recognized by the administration. The disability may be physical or mental or a combination of these. A disability may be present from birth, or occur during a person's lifetime.
Daily checks are performed by the local HR managers and the Group HR department to ensure the reliability of the information in the Group data base. A complementary detailed check of the data is assured annually (in December) by the Group HR department and the local HR managers.
SCOR's environmental policy is guided by the international initiative to which it has subscribed. Signatory of the United-Nations Global Compact since 2003 and the Kyoto Statement under the aegis of the Geneva Association since 2009, and since 2012 SCOR is also a founding signatory of the Principles for Sustainable Insurance, a global initiative placed under the umbrella of the United Nations Environment Program – Finance Initiative (UNEP-FI) and announced in the run up to the United Nations conference on sustainable development (RIO+20). These initiatives form the framework in which SCOR SE (the "Company") and its main subsidiaries implement the Group's environmental policy ("SCOR").
Although reinsurance is not an industrial activity, SCOR strives to conduct its global operation in accordance with the environmental principles which are set out by the United-Nations Global Compact with regards to prevention, protection and precaution. Therefore, the environmental policy aims to reduce the environmental impacts directly linked to SCOR's activity and whose main source is derived from office management (energy consumption, water consumption…), business travel (in particular air travel due to the international nature of its activity) and to a lesser extent office equipment (furniture, Information Technology equipment, paper…).
The Group's environmental policy is decentralized at "Hub" level (in Europe, London, Paris and Cologne / Zurich, in Asia/Pacific, Singapore and in the Americas, Charlotte and New York) and monitored at Group level by the GreenSCOR manager who, besides its responsibility with regards to compliance with environmental information disclosure requirements under the law on the national commitment in favor of the environment, encourages, coordinates and mandates locally implemented environmental initiatives.
Being mindful of controlling its direct environmental footprint, the Group supports any initiatives tending to minimize the environmental impacts in the following areas: (1) property offices, (2) energy efficiency with regards to its information technology system, (3) travel:
This report is established in accordance with regulatory requirements as set out by the article 225 of the law on the national commitment in favor of the environment and takes into account the AMF recommendation n°2013-18 published on 5 November 2013 and available on the AMF website.
Aside from the indications mentioned below, further details on the scope are available as necessary in the description and the 2014 data section of the environmental indicator table, which are set out in the same order as Decree n°2012- 557 of 24 April 2012 relating to the transparency obligations of companies in social and environmental terms.
This environmental report covers the parent company ("SCOR SE") and the main locations of its main subsidiaries in France and abroad fully consolidated in the financial statements with the exception mentioned below. Therefore companies in which SCOR has a shareholding are excluded from the scope (Refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 24 - Related party transactions, Associates and Joint Ventures). Besides the companies in which SCOR has a shareholding value, 1 group of companies fully integrated in the financial statements has been excluded from the scope of reporting: ReMark and its subsidiaries. In terms of headcounts, this group of companies accounts for 5,4% (138 employees) of the legal entities fully consolidated in the financial statements as of 31 December 2014.
Activity data have been collected between the 1 December 2014 and the 19 January 2015 on a target perimeter embracing all the Group's locations where more than 30 employees were in activity at the end of the year (i.e. 31/12/2014) for the full reporting. The report now covers Generali Holding and its affiliates that were not included during the data collection conducted in 2013. In terms of headcounts, this target perimeter accounts for 83% of the legal entities fully consolidated in the financial statements. Although Channel Syndicate (80 employees), a subsidiary of SCOR Global P&C SE, is not globally integrated in the consolidated financial statements, this report includes this company too since SCOR and Channel Syndicate employees are hosted in the same premise in London.
Moreover since the 2012 data collection the threshold of 30 employees is no longer applicable for the calculation of the environmental impact of air travel. Although information for all of the sites falling within the data collection scope is not available at this stage, data relating to the use of air travel now covers 94.6% of the legal entities fully consolidated in the financial statements in terms of headcounts. 99.7% of them were able to report on this indicator.
As the requested data were not available for all the legal entities covered by the environmental reporting protocol, a synthetic table is published at the end of this report with the rate of coverage for a selection of indicators.
Consolidated data covers a 12 month period, generally from 1 January 2014 to 31 December 2014.
Given the significant variations in scope from one year to the next, the data presented in the "environmental indicator" table cannot be fully compared with those published in 2013. However, when appropriate, indications are provided regarding the trends observed.
Due to the unavailability of data for the full year on some of the locations included in to the environmental report, extrapolation has been done via on an estimate of the consumption missing data. Moreover, depending on the share of the surface area occupied, the information collected entails different parameters, in particular with regards to the consolidation or not of the energy consumption derived from the use of services located in private areas of the building. Where SCOR is the sole or the main tenant (i.e. more than 50% of the surface area is occupied by SCOR's staff), the data includes the share of SCOR in the energy consumption of the private area. Below this threshold, this share is not included in the data collected. Last but not least, besides Channel Syndicate employees who are included in this environmental report two of the locations surveyed (Paris and Zurich) include other tenants' energy and water consumption and to a lesser extent waste production. Therefore the environmental impact of the Group is overestimated. Channel Syndicate employees and other tenants' employees hosted by these two sites account for 20,3% of the target perimeter mentioned in the section "Scope of environmental data collection".
Energy consumption is expressed in kWh/m2 , water consumption expressed in m3 /employee, and paper consumption expressed in kg/employee. For some data, the ratio takes into account the contractors active in the premises occupied by the staff managed by the Group.
In addition, the Group consolidates these indicators and presents them expressed in tons of CO2 equivalent. This conversion of the different energy sources into Green House Gas emissions is performed centrally on the basis of the conversion factors published by the French "Environment and Energy Management Agency" (Ademe) and extrapolated from the data effectively collected in each hub. The emissions calculated by the Group cover the following scope of the "Green House Gas Protocol":
With regards to the source of emissions (to be distinguished from the volume of emissions) within each "Scope", the rate of coverage is estimated to around 100% for the "Scope 1" (refrigerant liquid volumes are not estimated) and to 100% for the "Scope 2". The rate of coverage for the "Scope 3" is limited to approximately 10% since the Group has adopted a pragmatic approach with a clear focus on business transportation which has an important environmental footprint. Within this "Scope", the main sources excluded are commuting and the so-called depreciation of furniture and property offices such as the outsourcing of data center.
Environmental indicators: sections of the decree n°2012-557 on transparency obligations of companies with regards to social and environmental information
| Information required by the decree n°2012-557 |
Description and 2014 Data | Scope |
|---|---|---|
| 1- Company organization to manage, assess environmental issues and certification initiatives |
Company organization to manage, assess environmental issues and certification initiatives are developed in section: "Group's environmental policy: general organization and main areas" |
Group |
| 2- Training and informing employees with regard to environmental protection |
Employees are informed about the Group's environmental actions through various different channels. The Group's Code of Conduct is the primary source in terms of information and raising awareness. An entire section of the Code is devoted to the United Nations Global Compact and to the "Principles for sustainable insurance". |
Group |
| This information is complemented by regular communications via internal corporate media, and by themed events such as SCOR Lunches. Since 2012, this information has been extended to the employee representative bodies, both in France and on a Europe-wide basis through the Common European Companies Committee (CECC). |
||
| Aside from these corporate communication methods, employees are kept informed about environmental protection through environmental certification procedures undertaken in various sites operated by SCOR, for example leaflets and posters promoting the reasonable use of resources and raising the awareness of the General Services department. |
||
| 3- Resources dedicated to prevent environmental risk and pollution |
Quantitative information is not itemized in our budget and control monitoring system. However, besides compliance with local standards and regulation as well as the roll out of a travel policy calling for a moderate use of transportation, SCOR dedicates proportionate means and resources to the prevention of environmental risk and pollution. As described in the chapter with regard to "SCOR's environmental policy: general organization and main areas", Group's affiliate deploy environmental management systems on most of the premises where it is the sole or the main manager. |
N/A |
| 4- Amount of provisions and guarantees covering environmental risks |
The Group has not made any provisions and guarantees regarding environmental risks, since SCOR has not been subject of any convictions or any litigations invoking its civil liability. |
Group |
| Information required by the decree n°2012-557 |
Description and 2014 Data | Scope |
|---|---|---|
| 5- Description of the measures taken to prevent any air, water and ground pollution |
Not material due to the nature of the activity (i.e. financial services). Green House Gas emissions are reported below in the section "Green House Gas emissions" (see item 12) of this table. Due to the nature of its activity, other discharges in air, water or ground seriously affecting the environment are not significant and are covered by an environmental management system in the premises the Group's affiliate are the main manager (see indicator 3 and the description of "SCOR's environmental policy: general organization and main areas"). |
N/A |
| 6- Prevention, production, recycling and disposal of waste |
The Group selectively monitors its wastes, particularly on the most toxic products for the environment (electronic and computer waste, batteries, ink cartridges and toners, etc.). The production of paper and cardboard waste is also monitored and consolidated throughout the Group, although the reinsurance industry uses less paper than the insurance industry due to less desktop publishing. Most of the locations surveyed in 2014 reported on "paper waste" and to a lesser extent on other waste (IT & electronic, bulbs, toner, batteries, others). |
Group |
| In 2014, sorted and recycled "paper waste" amounted to 151,2 tons. Paper recycling is a practice implemented in most of the locations surveyed. The volume of paper sorted and collected for recycling is higher than the volume of paper purchased over the year (76.9 tons). This difference is mainly due to recurring archive clean-ups and to the inclusion of other waste in the "paper waste" category such as cardboard and newspapers. NB: for several entities the production of sorted and recycled "paper waste" has been estimated on the basis of the purchases. These estimation accounts for 5% of the volume reported above. |
||
| 7- Description of the measures taken to prevent sound pollution or any other form of pollution specifically concerning the company |
Not material due to the nature of the Group's activity (i.e. financial services). The direct impact of which are insignificant in terms of sound pollution. |
N/A |
| Information required by the decree n°2012-557 |
Description and 2014 Data | Scope |
|---|---|---|
| 8- Water consumption and procurement of water depending on local constraints |
SCOR's offices are located in urban areas not subject to water stress. Total Group's water consumption was 33,857 m3 in 2014 or 10.8 m3 per employee and contractor. |
Group |
| NB: as water consumption may be included in rental charge, it is not possible to identify the true consumption for some of the locations included in the scope of reporting. In these situations, the consumption is estimated by application of a standard ratio set out in the environmental reporting protocol (50 liters per employee and contractor on the basis of 220 business days). The share of water consumption estimated accounts for 17% of the quantity reported above. |
||
| Moreover, condensed water used for the cooling of the data center on very few of the locations subject to the environmental reporting is excluded from the scope of reporting. |
||
| 9- Raw materials consumption and measures taken to improve the efficiency of their use |
Financial services activities do not consume directly raw materials, rather indirectly through their procurement of furniture, office equipment, Information Technology (IT) equipment and the |
Group |
| acquisition of property offices. Where the Group has a centralized function dedicated to the purchase of offices supplies such as IT, environmental standards have been globally considered in the selection of equipment (see section: "Group's environmental policy: general organization and main areas" on the "GREEN IT" policy). This holds true for the acquisition of property offices where a clear focus has been put on "green" credentials (i.e. environmental certification of the conception). |
||
|---|---|---|
| Otherwise, furniture and office equipment are managed locally and "green" standards are progressively integrated in various areas such as paper ream purchases reaching 76.9 tons in 2014 (i.e. 27.7 kg per employee and contractor). Recycled paper and paper carrying the FSC or PEFC label represented around 81% of these purchases (94% in 2013). |
||
| NB: printed document ordered to printing companies are excluded from the scope of reporting. |
||
| 10- Energy consumption and measures taken to improve energy efficiency and the use of renewable energies |
The Group consumed 15.7 GWh in 2014 (or 216 kWh/m2 against 228 kWh/m2 in 2013) to operate the premises occupied by its staff (lighting, heating, cooling – including data center - power for operating various equipment). Most of the energy consumed in the Group's premises surveyed comes from electricity (71%). Renewable energies accounted for 30% of electricity purchases. |
Group |
| NB: energy consumption originating from outsourced data centers is not factored conversely to data centers hosted in the premises hosting SCOR's employees. |
||
| Another major source of energy consumption is driven by business trips, in particular air travel due to the global nature of SCOR's activities. In 2014, around 40 million of kilometers (or around 16,060 kilometers per employee) were travelled either by plane (95.3%) or by train (4.7%). Due to the proportion of air travel in its Greenhouse Gas Emission footprint, SCOR has extended the monitoring of air travel to cover all of its locations since 2012 as stated in the methodology note. |
||
| Main steps taken at Group level to improve energy efficiency are described in the section "Group's environmental policy: general organization and main areas". These global initiatives are supplemented by local initiatives, in particular on the premises for which local teams have undergone a process of certification. |
||
| 11- Ground use | Not material due to the nature of the activity (i.e. financial services). Ground use is limited to the surface area of office building hosting the Group's employees. |
N/A |
| Information required by the decree n°2012-557 |
Description and 2014 Data | Scope |
|---|---|---|
| 12- Green House Gas emissions | In 2014, the Group's emissions calculated as defined in the section "environmental indicators: scope, methodology and limitations" amounted for 22,263 tons of CO2 equivalent or 8.9 tons of CO2 equivalent per employee. Most of these emissions were driven by business transportation representing around 82% of the Group's emissions of which air transportation accounted for 98%. The emission rate retained includes the preparatory phase (extraction, refining and transport of the fuel) and the combustion phase. With regard to transport, gases outside of the Kyoto protocol are also taken into account (mainly water vapor generated by jet engines). |
Group |
| If we exclude from the calculation the gas not included in the Kyoto Protocol, the Group's emissions fall to 14,323 tons of CO2 equivalent of which air transportation accounts for 70% in this case. |
| 13- Adaptation to the consequences of climate change |
As an internationally reputed reinsurer involved in the coverage of natural events, SCOR closely monitors the developments linked to climate change. As well as monitoring the risks and opportunities linked to climate change as part of the steering of emerging risks (ECHO – Emerging or Changing Hazards' Observatory), SCOR has become involved with a number of corporate and community initiatives, notably the initiative led by the Geneva Association. The Group is a member of the working group "EE+CR" whose purpose is to contribute to the brainstorming on the contribution of re/insurance companies to sustainability through an increase of the resilience of societies to climatic risk and extreme events. |
Group |
|---|---|---|
| In addition to this participation, workshops (Campus) are regularly organized with SCOR's clients on topical issues related to climate change such as the insurance of renewable energies. |
||
| With regards to the financing of the fight against climate change several initiatives are led locally. Since 2012, SCOR Switzerland Ltd is a member of the Swiss Climate Foundation concerned with the climate protection by giving financial support to small and medium sized enterprises (SMEs). |
||
| Information required by the decree n°2012-557 |
Description and 2014 Data | Scope |
|---|---|---|
| 14- Measures taken to preserve and develop biodiversity |
Although this category of information is not material due to the nature of the activity (i.e. financial services), some of the Group locations contribute to their scale to the preservation of biodiversity. As an illustration Paris and London have hives on their roof or ecoroof and gardens made of diversified plant species and varieties. |
Group |
Main indicators and coverage ratio in percentage of SCOR's total workforce
| Indicator | Unit | Data 2014 | Coverage | .(1) Data 2013 |
Coverage | (1) |
|---|---|---|---|---|---|---|
| Energy | .(2) kWh |
15,655,925 | 83% | 15,664,503 | 78% | |
| Water | m3 | 33,857 | 83% | 29,828 | 78% | |
| Sorted and recycled paper waste |
Kg | 151,243 | 71% | 127,516 | 78% | |
| Air transportation | Km | 38,082,982 | 94% | 32,334,476 | 88% | |
| Rail transportation | Km | 1,890,835 | 83% | 1,793,907 | 73% | |
| Greenhouse Gas Emissions | TeqCO2 | 22,263 | 20,046 |
(1) Coverage rate are reported against the number of employees (excluding Channel Syndicate employees) working for the legal entities fully consolidated in the
financial statements. Channel Syndicate employees are included in the coverage rate
(2) Of which electricity (71%), fuel and gas (11%), other heating source (3%) and other cooling source (15%)
The information below, which relates to the Group's societal commitments in favor of sustainable development, are presented in accordance with the regulatory provisions set out in Article 225 of the law on France's national commitment to the environment. The sections are presented in the same order as Decree n° 2012-557 of 24 April 2012 relating to the transparency obligations of companies in social and environmental terms. Unless otherwise specified, this information covers the Group and its direct impacts.
Generally not significant in view of location in urban areas and size of the sites used by SCOR SE and its subsidiaries in France and abroad, the direct impacts of which are diluted in terms of the regional job pool and regional development.
Not applicable in view of the location and nature of the sites used by SCOR SE and its subsidiaries in France and abroad.
5.2 RELATIONSHIPS BETWEEN THE GROUP AND PEOPLE AND ORGANIZATIONS CONCERNED BY THE COMPANY'S ACTIVITIES, PARTICULARLY NON-PROFIT EMPLOYMENT AGENCIES, EDUCATIONAL ESTABLISHMENTS, ENVIRONMENTAL PROTECTION AGENCIES, CONSUMER ASSOCIATIONS AND NEIGHBOURING RESIDENTS
Aside from its employees, for whom the conditions for dialogue are set out in Note 3.3.2 - Social relations of this document, SCOR maintains relationships with a diverse range of stakeholders directly concerned by the SCOR group's activities. These stakeholders notably include:
SCOR has implemented a number of different means by which to communicate with the stakeholders mentioned above, which are tailored to the nature of the relationships held with those stakeholders (e.g. regular meetings, participation in working groups, client events on various different topics including the technical aspects of reinsurance, transmission of information on demand, production of regulatory reports). Generally speaking, when such practices are not defined by regulatory provisions, the Group does its utmost to adopt the best practices identified in the corresponding countries.
In addition to the stakeholders mentioned above and aside from the relationships maintained with a number of institutions, in the context of partnerships concluded in the interests of promoting actuarial science (e.g. Institut des Actuaires in France, Istituto Italiano degli Attuari - Università Cattolica de Milan in Italy, Heriot Watt and CASS Universities in the UK), SCOR is making a particular effort to establish relationships with educational establishments.
In France in particular, SCOR is involved in financing establishments through the payment of an apprenticeship tax to schools or establishments operating work-study programs. Each year, SCOR welcomes apprentices and young interns who occupy technical or administrative functions.
The Group's French subsidiaries also hold sheltered workshops, designed to promote integration and employment access for disadvantaged people.
SCOR follows an active policy of partnership and sponsorship, notably at a Group level in the field of scientific promotion and locally through its commitment to local communities and its support for the arts and culture.
SCOR has a long tradition of supporting research and teaching. The Group has for many years been developing relationships with different kinds of institutions (foundations, associations, schools and universities, research centers) in various forms (corporate sponsorship, scientific partnerships) in a number fields linked to risk, both in France and abroad.
Aside from the SCOR Global Life Research Centers, which maintain close ties with the medical world and finance research operations in the fields for instance of cardiovascular disease (partnership with the Assmann Foundation in Germany), AIDS (partnership with the Pierre & Marie Curie University at the Pitié-Salpêtrière hospital), the Group or its Foundation as appropriate also contribute to the promotion of actuarial science in Europe (Germany, Spain, Portugal, France, Italy, the UK and Switzerland) in Asia (Singapore), and financial and economic science (Nanyang Technological University/Nanyang Business School in Singapore) and have launched significant research partnerships in the field of economics and finance (the Risk Foundation in collaboration with the Toulouse School of Economics, Paris-Dauphine University, the Jean-Jacques Laffont Foundation, Paris School of Economics). Additional information on some of these sponsorship and scientific partnership programs is available in Section 11 ("Research & development, patents and licenses") of this document.
The SCOR Global Risk Center set up at the end of 2010 bears witness to this desire too to develop scientific expertise and to support research in a number of disciplines, and to make SCOR's risk knowledge and publications available to as wide a public as possible. This center, which is dedicated to disciplines concerned by risk (mathematics, actuarial, physics, chemistry, geophysics, climatology, sociology, law, economics, finance, etc.) centralizes on the one hand the publications issued or supported by SCOR through the aforementioned sponsorships and partnerships, and on the other all the resources that SCOR wishes to reference in these fields. The center uses contributions that may originate from any field, without restriction.
The creation of the SCOR Corporate Foundation for Science in 2012 marked a new phase in SCOR's commitment to scientific disciplines, and beyond this to its contribution to society as a whole. Registered in the Official Journal of Associations and Foundations in July 2012, the Foundation is supported by a Board of Directors chaired by André Levy-Lang. The Foundation is also supported by a very high-level interdisciplinary and international scientific board, which helps it to define its strategic priorities and to select projects to support.
The Foundation will benefit from annual financial support from SCOR in order to support new projects, and gradually takes responsibility for some of the Group's existing scientific research operations.
In 2014, the scientific board of the SCOR Corporate Foundation for Science has decided to support an applied research project on risk management behaviors of insurance companies located in the United-States, as well as a set of upcoming seminars and colloquiums addressing various fields of science all related to uncertainty and risk management. These new projects add to the commitments taken by the Foundation over the last few years: EUR 1 million over 5 years to the Foundation for the research on Alzheimer's disease, the French actuarial prize and a project with the ISFA of the University Claude Bernard from Lyon, aiming to promote the development of actuarial science in Africa through the creation of a training network was launched.
Aside from the involvement described above in the development and diffusion of scientific knowledge, SCOR runs a number of sponsorship programs throughout the world, which involve its offices and its teams in the life of the local population. Steered locally in order to be as close as possible to the needs of the communities in question, the Group's offices strive to develop and roll out their own program of commitment to society, taking account of the specific cultural and/or regulatory features of the countries from which they conduct their activities.
By way of illustration, the SCOR Global Life America teams in North Carolina (Charlotte, United States), with the support of the executive management, are encouraged to volunteer and support a number of charity operations, including the "Give4Others" program, which enables staff to devote four hours per month to voluntary work for the non-profit associations of their choice. Another social program consists of a partnership with various schools, which with very high proportion of underprivileged children. Other charity organizations such as United Way are also supported by SCOR Global Life America.
Moreover, SCOR employees, notably in the United States and Great Britain, are also very active in terms of fundraising for various different causes. These funds, collected on the initiative of employees, may also be topped up by an equivalent contribution by the company.
In France, SCOR has financially supported "Ticket for Change" in 2014, an operation consisting of a journey for promoting "change entrepreneurship" to about fifty young people. Besides this financial support, the sponsorship agreement foresees skills based sponsorship for these young people.
At the crossroads between research and the support for the arts and culture, SCOR is partnering with Louvre museum in a research program, which will last for four years on the topic of catastrophe and how it is represented. Each year, the research program is based around a specific theme, followed by seminars to report on the main results of the research conducted. A major exhibition, accompanied by a series of events and a publication, will bring the program to a close in 2016.
SCOR is also a partner to the arts, notably in France (Orchestre de Paris), in Germany (Walfart Contemporary Art Museum) and in the United States where the staff of SCOR Global Life America, based in Charlotte (North Carolina) are involved in fundraising campaigns for the Art & Science Council.
With regard to its worldwide activities, SCOR endeavours to adopt best practices in each of its locations.
Any employee who deals with a supplier must, before concluding a contractual partnership, ensure that such supplier gives an undertaking to comply with the requirements of the Code of Conduct established by the SCOR Group (or a commitment from the company that it respects equivalent requirements). The framework agreement developed by the Group's legal department, which must be used by the Group's various different components, thus contains a specific section on the Code of Conduct. This framework agreement also contains an appendix, the sustainable development charter, which begins with a reminder of SCOR's adherence to the principles of the United Nations Global Compact, and sets out the Group's expectations with regard to its suppliers and subcontractors in the fields of labor relations, health and safety conditions, the environment, ethics and the way in which they must integrate these expectations into the design of their products and services.
Assistance from external service providers mainly consists of IT development and maintenance as well as maintenance and operations of the building from which SCOR conduct its activities. The diligences stated above are applied to these outsourcing contracts.
SCOR is committed to carrying on its business in a manner reflecting a high degree of integrity, professionalism and responsibility. SCOR is a member of the United Nations Global Compact and is in line with this UN corporate initiative. SCOR's Code of Conduct forbids all forms of bribery to public officials, clients, business partners and others in the private sector and to government and other officials.
SCOR has in place a group anti-bribery policy which stipulates explicitly a zero-tolerance policy with respect to giving and receiving of bribery, including making of illegal facilitation payments and gives guidance on prohibitions, key principles and requirements regarding (i) gifts, entertainment and hospitality, (ii) dealing with business partners, (iii) interacting with public officials, (iv) charitable and political contributions and sponsorships, (v) payments and financial controls. The policy in question also highlights do's and don'ts and red flags requiring that the General Counsel or Compliance Officer is to be contacted in case such red flags are identified and also outlines the roles and responsibilities of SCOR's control functions to combat bribery.
SCOR maintains other relevant group policies and guidelines supporting the group anti-bribery policy amongst others group guidelines on anti-fraud, group fraud incident management process, group policy on conflict of interest, antimoney laundering & combating terrorism financing guidelines, group guidelines on reporting concerns and further operational policies and guidelines such as group delegation of authority policy, group fees policy and group travel policy.
The group compliance framework is regularly updated to reflect tightened requirements and other developments.
Since 2013 a Group Compliance Policy was issued summarizing SCOR's compliance approach which includes preventive, detective and responsive measures. The Policy consolidates the overarching principles, requirements, tools and processes stated in the Group Compliance Policies and Guidelines and also contributes to SCOR's efforts towards a more formalized/ documented approach which regulators and others increasingly require. The Policy shall also contribute to the efficient coordination of compliance activities between Group and Hub/locations as it documents current practices on interactions and reporting of Group/Hub and local compliance functions.
To embed the Group Compliance Policy and other legal & compliance requirements (e.g. anti-fraud, anti-bribery, antimoney laundering and sanctions compliance, anti-trust/competition law) and latest developments in those areas into the organization, training sessions targeted for underwriters, claims and accounting staff were also held during 2014 in most of the Hubs and other locations.
Not applicable given the activity of the Group's "business to business" services.
The United Nations Global Compact, of which SCOR is a member, invites the Group to promote and respect the protection of international human rights law and to ensure that it is not a party to any human rights violations.
In light of technological developments, the protection of personal data is a crucial component of the respect of basic rights, as illustrated in Article 8 of the Charter of the Fundamental Rights of the European Union.
Aside from personal data relating to its employees, SCOR's activities may lead to the processing of other personal data, which notably implies compliance with European Directive 2005/68/EC and with the French legislation on Data Protection and Freedoms.
In anticipation of the next European regulation, SCOR has appointed a Data Protection Officer (DPO), in charge of personal data protection. The Group's four Societas Europae (SCOR SE, SCOR Global P&C SE, SCOR Global Life SE and SCOR Global Investments SE), have designated this DPO as an expert correspondent, both for the management team of SCOR in terms of its contact with the French Data Protection Authority (Commission nationale de l'informatique et des libertés or CNIL) and for those responsible for implementing data processing within the Group. The DPO independently monitors compliance with the law and is responsible:
Moreover, in the context of CRO Forum, SCOR participated to the drafting of a brainstorming paper in human rights and insurance. The purpose of this document is to build an understanding of why the insurance industry has to bring respect for human rights into its risk management framework and how it can address human rights issues in its business relationships with other corporations.
In accordance with article L.225-202-1 of the French commercial code, during the year 2014 there have been no agreements concluded directly or through a third party between, on one hand, the managing director, one of the directors or one of the shareholders holding a fraction of the voting rights greater than 10 %, of SCOR SE and, on another hand, another company whose SCOR SE owns directly or through a third party more than half of the capital, which are not agreements concerning ordinary transactions concluded under normal conditions.
Are fully incorporated into this Report, of which they are integral part, the information and statements set forth in the various sections of the Registration Document referred to in the table of compliance below:
| MANAGEMENT REPORT | REGISTRATION DOCUMENT | |
|---|---|---|
| STATEMENTS DEALING WITH THE MANAGEMENT OF THE GROUP IN 2014: | ||
| | Analysis of the Group business development, results and financial | |
| situation | Sections 3, 9 and 20 | |
| | 2014 fiscal year's important events for the Group and SCOR SE | Section 5.1.5, 6 and Appendix A. § 1.1 |
| | Research and development activities within the Group and the Company | Section 11 |
| | Main risk factors exposure for the Group | Section 4 |
| STATEMENTS DEALING WITH THE MANAGEMENT OF SCOR SE IN 2014: | ||
| | Company's securities | |
| - Amount of issued capital, capital increase and additional information | Section 21.1.1 and Appendix A | |
| - Operations performed by the Company on its own shares | Section 21.1.3 | |
| - Issuance of bonds and similar securities | Appendix A and Section 20.1.6.14 |
|
| - Share capital ownership and structure | Section 18.1 | |
| - Cross shareholdings | (1) - |
|
| - Elements which could have an impact in case of a tender offer | Section 21 | |
| - Fluctuation of quotation related risks | Section 4 | |
| - Employees' shareholding in SCOR SE | Sections 17 and 18.1 | |
| - Adjustment of the conversion basis for securities granting access to the share capital |
Section 20.1.6.14 | |
| | Board of Directors | |
| - Composition | Section 14.1.1 | |
| - List of the other functions and offices held by the Board Members in 2014 |
Section 14.1.1 | |
| - Delegation of competences / powers granted to the Board | Section 21.1 | |
| | Compensation and benefits granted to SCOR SE's officers and | |
| executives in 2014 | Section 15 | |
| | Securities held by the Board Members | Section 17.2.1 |
| | Recent development and prospects | Section 12 and Appendix A - Note 16 |
| SUBSIDIARIES AND AFFILIATES: | ||
| | Group Chart | Section 7 |
| | Subsidiaries' business overview in 2014 | Sections 6, 7, 9 and Appendix A § 2.3 |
| | Purchase of shareholdings in 2014 | Sections 20.1.6.3 and 4.1.13 Appendix A § 2.3 |
| REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS | Appendix B | |
(1) The Company did not hold any cross shareholding in 2014
Independent third-party report on consolidated social, environmental and societal information published in the management report of SCOR SE
This is a free translation into English of the original report issued in French, and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and is construed in accordance with French law and professional auditing standards applicable in France
As independent third-party, members of Mazars' network, statutory auditors of SCOR SE, whose accreditation was accepted by COFRAC under the number 3-1058( 1 ) , we hereby present our report on the consolidated social, environmental and societal information provided in the management report prepared for the year ended December 31, 2014, (hereinafter referred to as "CSR Information"), pursuant to Article L.225-102-1 of the French Commercial Code (Code de commerce).
The Board of Directors of SCOR SE is responsible for preparing a management report including the CSR Information required under Article R. 225-105-1 of the French Commercial Code, in accordance with the reporting criteria of the company (hereafter the "Reporting Criteria") and available on request to the society headquarter.
Our independence is defined by regulatory texts, the profession's Code of Ethics and by the provisions of Article L. 822- 11 of the French Commercial Code. Furthermore, we have set up a quality control system that includes documented policies and procedures designed to ensure compliance with deontological rules, professional standards and applicable legal texts and regulations.
Based on our work, our role is to:
Our work was carried out by a team of 6 people between September 2014 and March 2015 for a period of about 24 weeks.
We conducted the work described below in accordance with the professional standards applicable in France and the legal order dated May 13, 2013 determining the methodology according to which the independent third party body conducts its mission (2) and, on the reasoned opinion, in accordance with ISAE 3000 (3) .
We got acquainted with the direction that the Group is taking, in terms of sustainability, with regard to the social and environmental, consequences of the company's business and its societal commitments and, where appropriate, the actions or programs that stemmed from it.
We compared the CSR Information presented in the management report to the list set forth in Article R. 225-105-1 of the French Commercial Code.
In the event of omission of some consolidated information, we checked that explanations were provided in accordance with the third paragraph of the article R. 225-105 of the French Commercial Code.
(1) whose the scope is available on the website www.cofrac.fr
(2 ) Decree of 13 May 2013 establishing the methodology according to which the independent third party conducts its mission
(3) ISAE 3000 – Assurance engagements other than audits or reviews of historical information
We checked that the CSR Information covers the consolidated scope, which includes the company and its subsidiaries within the meaning of Article L. 233-1 of the French Commercial Code (Code de commerce) and the companies that it controls within the meaning of Article L. 233-3 of the French Commercial Code (Code de commerce), subject to the limits set forth in the methodological note presented in Appendix D of the management report, in the paragraphs entitled "Methodological note" and "Environmental indicators: scope, methodology and limitations".
Based on our work, and taking into account the limitations mentioned above, we attest that the required CSR Information has been disclosed in the management report.
2. Fairness report with respect to CSR information
We conducted about ten interviews with the persons responsible for the preparation of CSR Information from the departments in charge of the process of gathering information and, where appropriate, responsible of the internal control and risk management to:
We determined the nature and extent of tests and controls depending on the nature and importance of CSR Information in relation to the characteristics of the Company, the social and environmental issues of its operations, its strategic priorities in relation to sustainable development, and the Industry best practices.
Concerning the CSR information that we considered to be most significant (4) :
The selected sites contribution to group data equals to 29 % of headcount and from 20 % to 34 % of the quantitative environmental information tested.
Regarding the other CSR consolidated Information, we assessed its fairness and consistency based on our knowledge of the Group.
Finally, we assessed the relevance of the explanations relating to, where necessary, the omission of certain information.
We deem that the sampling methods and sample sizes we have learned by exercising our professional judgment allow us to formulate a conclusion providing limited assurance; a higher level of assurance would have required more extensive work. Because of the use of sampling techniques, and because of other limits inherent to any information and internal control systems, the risk of not detecting a material misstatement in the CSR Information cannot be completely eliminated.
(4) Headcount on the last day of the period by sex, hub, type of contract and status; Ins by type of contract; Outs; Average fixed remuneration at the end of the period; Average bonus; Value of shares allocated; Total Gross remuneration; Distribution of Group employees on working time; Number of meetings with staff representatives; Number of meetings of the CCSE; Number of collective agreements signed; Number of meetings with staff representatives to discuss QHSE conditions; Number of collective agreements signed regarding health and safety at work; Number of training hours; Measures to promote equality between women and men; Number of disabled workers; Volume of sorted and recycled paper waste; Water consumption; Energy consumption; Greenhouse gas emissions; Actions to prevent corruption.
(5) Sites of London, New-York, Kansas - City (social indicators only) and Charlotte.
Based on our work, we did not identify any material misstatements that would lead us to believe that the CSR Information, taken as a whole, has not been fairly presented, in all material respects, in accordance with the Reporting Criteria.
La Defense, 4 March, 2015
The Independent Third Party, Mazars SAS
Emmanuelle Rigaudias Antoine Esquieu Jean-Claude Pauly Sustainable developement Partner
Partner Partner
In order to assist readers of the Annual Financial Report, the following table cross-references the information required by Articles L.451-1-2 of the French Monetary and Financial Code and 222-3 of the General regulation of the Autorité des marchés financiers.
| Page | |
|---|---|
| STATEMENT BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT | 9 |
| MANAGEMENT REPORT | 397 |
| Review of the parent company's and consolidated group's profit or loss, financial position, main risks and | |
| uncertainties, and share issue authorizations | 15, 88, 21, |
| (Articles L.225-100 and L.225-100-2 of the French Commercial Code) | 284 |
| Information about items that could affect a public offer, as required by Article L.225-100-3 of the French | |
| Commercial Code | 284 |
| Information about share buybacks (Article L.225-211, paragraph 2, of the French Commercial Code) | 287 |
| FINANCIAL STATEMENTS | 192 |
| Full-year financial statements | 316 |
| Statutory Auditors' report on the full-year financial statements | 383 |
| Consolidated financial statements | 192 |
| Statutory Auditors' report on the consolidated financial statements | 279 |

European Company With a share capital of EUR 1,517,825,442.53 RCS Paris B 562 033 357
Corporate Office 5 avenue Kléber 75016 Paris France
Mail address 5 avenue Kléber 75016 Paris France
Telephone: +33 (0)1 58 44 70 00 Fax: +33 (0)1 58 44 85 00
www.scor.com
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