Registration Form • Mar 6, 2013
Registration Form
Open in ViewerOpens in native device viewer

Certain statements contained in this Registration Document may relate to objectives of SCOR SE ("SCOR SE" or the "Company") or of the SCOR Group ("SCOR" or the "Group") or to forward-looking information, specifically statements announcing or corresponding to future events, trends, plans, or objectives, based on certain assumptions. These statements are typically identified by words or phrases indicating an anticipation, assumption, belief, continuation, estimate, expectation, forecast, intention, and possibility of increase or fluctuation and similar expressions or by future or conditional verbs. This information is not historical data and must not be interpreted as a guarantee that the stated facts and data will occur or that the objectives will be met. Undue reliance should not be placed on such statements, because, by nature, they are subject to known and unknown risks, uncertainties, and other factors, which may cause actual results, performance, achievements or prospects of SCOR SE to differ from any future results, performance, achievements or prospects explicitly or implicitly set forth in the Registration Document. In addition, such forward-looking statements bear no relation to "profit forecasts" in the sense of Article 2 of Regulation (EC) 809/2004.
This document is a free English translation of the "Document de Référence" drafted in French and filed with the AMF on 6 March 2013 . It is for information purposes only and should not be relied upon.

A European Company with share capital of EUR 1,516,681,107.50 Registered Office: 5 avenue Kléber - 75016 Paris Trade and Company register (RCS) Paris No. 562 033 357.

This registration document was filed on 6 March 2013 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 | 8 |
|---|---|---|
| 1.1 | Name and title of person responsible | 10 |
| 1.2 | Declaration by person responsible | 10 |
| 2 2.1 |
Statutory Auditors Auditors |
13 13 |
| 2.1.1 | Principal Auditors | 13 |
| 2.1.2 | Alternate Auditors | 13 |
| 2.2 | Resignation or non-renewal of Auditors | 13 |
| 3 3.1 |
Selected financial information Group key figures (under current consolidation scope) |
14 16 |
| 4 | Risk factors | 19 |
| 4.1 | Risk related to the business environment | 21 |
| 4.1.1 4.1.2 |
SCOR is exposed to diverse risk factors in the Non-Life and Life reinsurance businesses SCOR is exposed to losses from catastrophic events |
21 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 by its cedents, retrocessionaires, insurers or members of pools in | |
| which it participates do not respect their obligations | 27 | |
| 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 4.1.9 |
Consolidation in the insurance industry could adversely impact SCOR Financial ratings play an important role in SCOR's business |
27 28 |
| 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 computer system failure, are inherent in 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 acquisitions | 29 |
| 4.1.14 4.1.15 |
SCOR is exposed to losses due to counterparty default risks or credit risk SCOR is exposed to the risk of no longer being able to retrocede liabilities on economically viable |
31 |
| terms and conditions | 32 | |
| 4.1.16 | SCOR is exposed to an increase in the rate of general inflation and to increased inflationary | |
| expectations | 33 | |
| 4.2 | Market risk | 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 4.2.5 |
SCOR is exposed to foreign currency rate fluctuations The valuation of SCOR's intangible assets and deferred tax assets may significantly affect its |
35 |
| shareholders' equity and the price of its securities | 35 | |
| 4.3 | Liquidity risk | 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 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 | 36 | |
| 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 | Inconsistent application of EU directives by regulators in different EU member states may place | |
| SCOR's business at a competitive disadvantage to other European financial services groups | 38 | |
| 4.4.3 | Changes in current accounting practices and future pronouncements may materially impact SCOR's | |
| reported financial results | 38 | |
| 4.4.4 | In 2010, the U.S. congress enacted the Dodd Frank Wall Street reform and consumer protection act | |
| ("Dodd Frank Act"), which could have an adverse impact on SCOR's business | 38 | |
| 4.4.5 | Capital and liquidity may not be completely fungible between different regulated legal entities, which | |
| 4.4.6 | may have negative consequences for the legal entities SCOR is exposed to risks linked with Solvency II implementation |
38 39 |
| 4.4.7 | SCOR is exposed to certain litigation matters | 39 |
| 4.4.8 | SCOR's positions on tax accounts are subject to audit and approval by tax authorities | 39 |
| 4.5 | Other risk | 40 |
| 4.5.1 | 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 | 40 | |
| 4.6 | Insurance of specific operational risks (excluding reinsurance activity) | 40 |
| 4.7 | Risk and litigation: Provisioning methods | 40 |
| 5 | Information about the issuer | 43 |
|---|---|---|
| 5.1 | History and development of the issuer | 43 |
| 5.1.1 | Legal name and commercial name of the issuer | 43 |
| 5.1.2 | Place and registration number of issuer | 43 |
| 5.1.3 | Date of incorporation and length of life of issuer | 43 |
| 5.1.4 | Domicile and legal form of issuer, legislation governing its activities, country of incorporation, | |
| address and telephone number of its registered office | 43 | |
| 5.1.5 | Important events in the development of the issuer's business | 45 |
| 5.2 | Investments | 48 |
| 5.2.1 | Principal investments made over the past three financial years | 48 |
| 5.2.2 | Principal investments in progress | 48 |
| 5.2.3 | Principal future investments | 48 |
| 6 | Business overview | 51 |
| 6.1 | Primary activities | 53 |
| 6.1.1 | The reinsurance business | 53 |
| 6.1.2 | Breakdown of the Group's business | 54 |
| 6.1.3 | Underwriting, distribution, catastrophe risk, claims and reserves | |
| 58 | ||
| 6.1.4 | Capital shield policy | 63 |
| 6.1.5 | Investments | 65 |
| 6.2 | Principal markets | 68 |
| 6.2.1 | Breakdown of gross premiums by division | 68 |
| 6.2.2 | Distribution by geographic area | 68 |
| 6.3 | Extraordinary events influencing the principal business and markets | 69 |
| 6.4 | Dependency of the issuer with respect to patents or licenses, industrial, commercial or financial | |
| contracts and new manufacturing processes | 70 | |
| 6.5 | Information on SCOR's competitive position | 70 |
| 6.5.1 | Non-Life reinsurance | 70 |
| 6.5.2 | Life reinsurance | 73 |
| 7 | Organisational structure | 77 |
| 7.1 | Brief description of the Group and of the position of the issuer | 79 |
| 7.1.1 | Group operating companies | 79 |
| 7.2 | List of issuer's significant subsidiaries | 81 |
| 8 | Property, plant and equipment | 83 |
| 8.1 | Major existing or planned property, plants and equipment | 85 |
| 8.2 | Environmental issues that may affect the utilization of property, plants and equipment | 85 |
| 9 | Operating and financial review | 88 |
| 9.1 | Financial position | 88 |
| 9.2 | Operating results | 89 |
| 9.2.1 | Consolidated operating results | 89 |
| 9.2.2 | SCOR Global P&C | 90 |
| 9.2.3 | SCOR Global Life | 92 |
| 9.2.4 | Capital shield policy | 94 |
| 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 | 94 | |
| 9.2.6 | Calculation of financial ratios | 95 |
| 10 | Capital resources | 101 |
| 10.1 | Capital | 103 |
| 10.2 | Cash flow | 103 |
| 10.3 | Borrowing conditions and financing structure | 103 |
| 10.4 | Restrictions on the use of capital | 104 |
| 10.5 | Sources of financing relating to the future investments by the company and to its property, plant and | |
| equipment | 104 | |
| 11 | Research and development, patents and licenses | 105 |
| 11.1 | Research and development activities | 107 |
| 11.2 | Information technologies | 108 |
| 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 | 111 |
| 12.1.2 | Life | 111 |
| 12.2 | Known trends, uncertainties, demands, commitments and events reasonably likely to have a | |
| material effect on the issuer's prospects | 113 |
| 13 | Profit forecasts or estimates | 114 |
|---|---|---|
| 14 | Administrative and management bodies | 116 |
| 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 | 127 |
| 14.1.3 | Executive Committee | 129 |
| 14.1.4 | Biographical information on the members of the Executive Committee | 131 |
| 14.1.5 14.2 |
Negative disclosures about members of the Board of Directors and Senior Management Administrative, management, and supervisory bodies and Senior Management conflicts of interest |
133 133 |
| 15 | Remuneration and benefits | 134 |
| 15.1 | Amount of remuneration paid and benefits in-kind | 136 |
| 15.1.1 | Directors' fees | 136 |
| 15.1.2 15.1.3 |
Remuneration Remuneration in the form of options and share allocation |
137 143 |
| 15.2 | Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial | |
| year 2012 | 143 | |
| 16 | Board practices | 144 |
| 16.1 | Date of expiration of the current term of office | 146 |
| 16.2 | Information on service contracts of members of Administrative and senior officers | 146 |
| 16.3 | Information on the Accounts and Audit Committee and the compensation and nomination | |
| 16.4 | Committee Corporate governance regime |
146 147 |
| 17 | Employees | 148 |
| 17.1 | Number of employees | 150 |
| 17.2 | Information on shareholdings and stock options or Company stock purchases by members of | |
| Administrative and Management bodies | 151 | |
| 17.2.1 | Number of shares held by Directors and Senior managers | 151 |
| 17.2.2 | Stock options held by the members of the Executive Committee and other Company officers as at | |
| 17.2.3 | 31 December 2012 Free allocation of shares to Executive Committee members and other company officers as at 31 |
152 |
| December 2012 | 155 | |
| 17.3 | Plans providing employee participation in Company | 157 |
| 17.3.1 | Stock options plans | 157 |
| 17.3.2 | Share allocation plans | 159 |
| 17.3.3 | Stock options plans currently in force within the Group | 166 |
| 17.3.4 | Employee savings plan | 166 |
| 17.4 | Defined pension schemes | 167 |
| 17.4.1 | Defined contribution pension schemes | 167 |
| 17.4.2 | Define benefits pension schemes | 168 |
| 18 | Principal shareholders | 169 |
| 18.1 | Significant shareholders known to SCOR | 171 |
| 18.2 | Negative statement as to the absence of differences between the voting rights of various | |
| shareholders | 174 | |
| 18.3 | Direct or indirect control by one shareholder | 174 |
| 18.4 | Agreement which could result in a subsequent change in control | 174 |
| 19 | Related party transactions | 175 |
| 19.1 | Related party transactions | 177 |
| 20 | Financial information concerning the issuer's assets and liabilities, financial position and | |
| profits and losses | 188 | |
| 20.1 | Historical financial information : consolidated financial statements | 190 |
| 20.1.1 20.1.2 |
Consolidated balance sheets Consolidated statements of income |
191 193 |
| 20.1.3 | Consolidated statements of comprehensive income | 194 |
| 20.1.4 | Consolidated statements of cash flows | 195 |
| 20.1.5 | Consolidated statements of changes in shareholders' equity | 196 |
| 20.1.6 | Notes to the consolidated financial statements | 198 |
| 20.2 | Auditing of historical consolidated financial information | 288 |
| 20.3 | Sources of financial information not extracted from the audited Financial Statements of the issuer | |
| and indication of such absence of audit | 290 | |
| 20.4 | Date of most recently audited financial information | 290 |
| 20.5 | Interim and other financial information | 290 |
| 20.6 | Dividend distribution policy | 290 |
|---|---|---|
| 20.7 | Litigation and arbitration procedures | 290 |
| 20.8 | Material change in financial or commercial situation | 290 |
| 21 | Additional information | 293 |
|---|---|---|
| 21.1 | Share capital | 293 |
| 21.1.1 | Amount of issued capital and additional information | 293 |
| 21.1.2 | Existence of non-equity shares | 297 |
| 21.1.3 | Number and value of directly or indirectly held treasury shares | 297 |
| 21.1.4 | Amount of convertible securities, exchangeable securities or securities with subscription warrants | 299 |
| 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 | 299 | |
| 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 | 299 | |
| 21.1.7 | History of the Company's share capital for the period covered by the historic financial information | 300 |
| 21.2 | Charter and Bylaws | 301 |
| 21.2.1 | Corporate purpose of the issuer (article 3 of the Bylaws) | 301 |
| 21.2.2 | Summary of the Bylaws and internal regulations of the Company concerning the members of its | |
| Administrative, Management and Supervisory bodies | 301 | |
| 21.2.3 | Rights, privileges and restrictions attached to existing shares voting rights (articles 8 and 19 of the | |
| company's bylaws) | 302 | |
| 21.2.4 | Form, holding and transfer of ordinary shares | 303 |
| 21.2.5 | Actions required to modify shareholders' rights | 304 |
| 21.2.6 | Conditions for calling annual shareholders' meetings and extraordinary shareholders' meetings | |
| (articles 8 and 19 of the Bylaws) | 306 | |
| 21.2.7 | Provisions that could delay, defer or prevent a change in control or in the shareholding of the | |
| company | 307 | |
| 21.2.8 | Declaration thresholds | 307 |
| 21.2.9 | Conditions governing modifications to the share capital (other than legal provisions) | 308 |
| 22 | Material contracts | 309 |
| 23 | Third-party information and statements by experts and declarations of any interest | 311 |
| 23.1 | Expert's report | 313 |
| 23.2 | Information from third parties | 313 |
| 24 | Documents on display | 314 |
| 25 | Information on holdings | 316 |
| 26 | Non financial information | 318 |
| 27 | Fees paid by the Group to the Auditors | 320 |
| 28 | Published information | 322 |
| 28.1 | Information published on the Autorité des Marchés Financiers (AMF) website (www.amf-france.org) | 324 |
| 28.2 | Information published in the Bulletin des Annonces Légales Obligatoires (BALO) [Bulletin of | |
| required legal notices publications] (www.journal-officiel.gouv.fr/balo/index.php) | 324 | |
| 28.3 | Information published on SCOR's company website (www.scor.com) | 325 |
| 28.4 | Information published on nyse-euronext's website (www.euronext.com) | 327 |
| 28.5 | Information published on the info-financières website (www.info-financière.fr/search.php.com) | 327 |
| A | Unconsolidated corporate financial statements of SCOR SE | 329 |
| B | Report Of The Chairman Of The Board Of Directors | 362 |
| D | Glossary | 389 |
| D | Management Report | 389 |
| E | Cross Reference Table – Annual Financial Report | 427 |
| 1.1 | Name and title of person responsible |
10 |
|---|---|---|
| 1.2 | Declaration by person responsible | 10 |
9
Mr. Denis Kessler, Chairman of the Board of Directors and Chief Executive Officer of SCOR SE.
Chairman of the Board of Directors
Denis Kessler
| 2.1 | Auditors | 13 |
|---|---|---|
| 2.2 | Resignation or non renewal of Auditors |
13 |
| Name | Date of first appointment |
End of current appointment |
|---|---|---|
| MAZARS Represented by Messrs. Michel Barbet-Massin and Antoine Esquieu Tour Exaltis – 61, rue Henri Regnault 92075 La Défense Cedex CRCC of Versailles |
22 June 1990 | On the date of the Shareholder's Meeting called to approve the financial statements of the financial year ending 31 December 2013 |
| ERNST & YOUNG Audit Represented by Mr. Guillaume Fontaine Tour First 1, Place des saisons 92400 Courbevoie France |
13 May 1996 | On the date of the Shareholder's Meeting called to approve the financial statements of the financial year ending 31 December 2013 |
| 2.1.2 ALTERNATIVE AUDITORS | ||
| Name | Date of first appointment |
End of current appointment |
| Mr. Charles Vincensini 71, avenue Mozart 75016 Paris CRCC of Paris |
7 May 2008 | On the date of the Shareholder's Meeting called to approve the financial statements of the financial year ending 31 December 2013 |
| Picarle et Associés Tour First 1, Place des saisons 92400 Courbevoie France |
7 May 2008 | On the date of the Shareholder's Meeting called to approve the financial statements of the financial year ending 31 December 2013 |
Not applicable.
SCOR SE, and its consolidated subsidiaries ("SCOR" or the "Group"), is the world's 5th largest reinsurer (1) serving more than 4,000 clients from its organizational Hubs located in Paris, Zurich, Cologne and London for Europe, Singapore for Asia and New York / Charlotte for the Americas Hub.
The 2012 year end results and balance sheet strength demonstrate the effectiveness of SCOR's strategy which is based on high business and geographical diversification and focuses on traditional reinsurance activity.
The financial strength ratings of the Group were upgraded during 2012 and currently are 'A+' stable outlook from Standard & Poor's 'S&P', 'A1' stable outlook from Moody's, 'A+' stable outlook from Fitch and 'A' stable outlook from AM Best. A.M. Best also upgraded in 2012 the Issuer Credit Ratings (ICR) of SCOR SE and its main subsidiaries from "a" to "a+" .
2011 comparative disclosures include the results generated by Transamerica Re during the period from 9 August 2011, the date of acquisition by SCOR, up to 31 December 2011. 2012 includes twelve months of the results generated by Transamerica Re.
| In EUR million | 2012 | 2011 | 2010 |
|---|---|---|---|
| Consolidated SCOR Group | |||
| Gross written premiums | 9,514 | 7,602 | 6,694 |
| Net earned premiums | 8,399 | 6,710 | 6,042 |
| Operating income (before impact of acquisitions) (2) | 645 | 323 | 490 |
| Net income | 418 | 330 | 418 |
| Net investment income (3) | 566 | 624 | 690 |
| Return on invested assets (4) | 3.0% | 3.7% | 4.0% |
| Return on equity (5) | 9.1% | 7.7% | 10.2% |
| Basic earnings per share (in EUR) (6) | 2.28 | 1.80 | 2.32 |
| Book value per share (in EUR)(5) | 26.18 | 23.83 | 23.96 |
| Share price (in EUR) (7) | 20.41 | 18.06 | 19.00 |
| Operating cash flow | 761 | 530 | 656 |
| Total assets | 32,590 | 31,319 | 28,722 |
| Liquidity (8) | 2,735 | 3,055 | 1,266 |
| Shareholders' equity | 4,810 | 4,410 | 4,352 |
| Capitalization and indebtedness (9) | 6,022 | 5,402 | 4,831 |
| SCOR Global P&C Division | |||
| Gross written premiums | 4,650 | 3,982 | 3,659 |
| Net combined ratio (5) | 94.1% | 104.5% | 98.7% |
| SCOR Global Life Division | |||
| Gross written premiums | 4,864 | 3,620 | 3,035 |
| SCOR Global Life technical margin(5) (10) | 7.7% | 8.1% | 5.4% |
(1) By Net Reinsurance premiums written, source: "S&P Global Reinsurance Highlights 2012" (excluding Lloyd's of London)
(2) Operating income (before impact of acquisitions) is defined as result before gain from bargain purchase, acquisition related expenses, financing expenses, share in results of associates, and taxes
(3) Investment income net of investment management expenses better reflects the performance of assets invested by SCOR and therefore has replaced the investment income disclosed in the 2011 Registration Document and previous financial reporting. Refer to section 9.2.6 – Calculation of financial ratios, for detailed reconciliation to IFRS net investment income
(4) Return on invested assets better reflects the performance of assets invested by SCOR and therefore has replaced the return on investments disclosed in the 2011 Registration Document and previous financial reporting. Refer to section 9.2.6 – Calculation of financial ratios, for detailed calculation
(5) Refer to section 9.2.6 – Calculation of financial ratios, for detailed calculation
(6) 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
(7) Closing stock price on 31 December 2012 (2011, 2010)
(8) Liquidity is defined as cash and cash equivalents and short term investments comprised primarily of government bonds maturing less than 12 months from date of purchase
(9) Capitalisation and indebtedness is defined as the sum of IFRS shareholders' equity and subordinated debt
(10) 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 Life technical margin better reflects the biometric characteristics of SCOR Global Life's portfolio and therefore has replaced the Life operational margin disclosed in the 2011 Registration Document and previous financial reporting
| 4.1 | Risk related to the business environment |
21 |
|---|---|---|
| 4.2 | Market risk | 33 |
| 4.3 | Liquidity risk | 36 |
| 4.4 | Legal risk | 37 |
| 4.5 | Other risks | 40 |
| 4.6 | Insurance of specific operational risks (excluding reinsurance activity) |
40 |
| 4.7 | Risk and litigation: Reserving methods |
40 |
The risk factors described below must be considered together with the other information contained in the Registration Document, and specifically with:
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 negative impact 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.
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 generally, in France, other countries in continental Europe, the United Kingdom ("the U.K."), the United States of America ("the U.S.") and elsewhere around the world. Many economies around the world are experiencing negative macroeconomic trends, including widespread job losses, higher unemployment, lower consumer spending, lower credit availability, the failure of a number of companies and the growing threat of sovereign default. Any continued deterioration in macroeconomic trends could have an adverse effect on SCOR's business and results of operations. Since the second half of 2007, the global capital markets have been marked by extreme volatility in some securities prices, and by a very low interest rate level for the best rated sovereign debts, while other sovereign debt issuers, notably in the Eurozone, have been subject to high risk premiums. Although pressure on the most fragile sovereign issuers in Europe seems to have decreased since summer 2012, notably due to announcements from the European Central Bank, the financial situation in many countries of the Eurozone remains unstable and new downgrades of some states' financial rating have occurred (including downgrade to AA+ from AAA of France's government debt rating by Standard & Poor's in January 2012 and by Moody's in November 2012). While SCOR does not currently own any securities issued by the governments of Greece, Italy, Spain, Ireland 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 – Business Overview – 6.1.5 Investments" and "Section 20.1.6 – Notes to the 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 U.S. 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 hard to dispose of.
These events 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 behaviour. The Group's premiums are likely to decline in such circumstances and its profit margins could erode. In addition, 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 consumer spending, business investment, government spending, the volatility and strength of both debt and equity markets, and inflation all affect the business and economic environment and ultimately, the amount 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 surrenders of policies 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 the price of its securities.
See "Appendix B – II. Internal control and risk management procedures, B. Identification and assessment of risks" for further information on risk mitigation actions.
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 U.K. and similar programs under the Emergency Economic Stabilization Act of 2008 in the U.S., 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 Financial Stability Facility (EFSF) to assist European governments with their budgetary deficits and to stabilize the sovereign debt markets in the Euro-zone. Such legislation or similar proposals, as well as accompanying actions, such as monetary or fiscal actions, of comparable authorities in the U.S., U.K., Euro-zone and other countries, may fail to stabilize durably the financial markets. This legislation and other proposals or actions may also 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 control Authority (Autorité de Contrôle Prudentiel, or "ACP") which regulate among other categories of entities the insurance and reinsurance companies, and other regulators. Since the bigining of the 2007 financial crisis, 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. These authorities may also seek to exercise their supervisory or enforcement authority in new or more assertive ways. All of these possibilities, if they occurred, could affect the way SCOR conducts its business and manages its capital, and may require it to satisfy increased capital requirements, any of which in turn could materially affect its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities.
SCOR is exposed to uncertainty of the effects of emerging claim and coverage issues
SCOR takes into consideration the numerous changes to the environment in which the Group operates, examples being : the professional practices, the 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 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 further 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, subsequent development of long-tail claims and external factors beyond the Group's control, including inflation, legal developments and others have an influence on the principal risk faced by the Group. Additionally, the Group is subject to the quality of underwriting management for certain reinsutreaties and to claims management by ceding companies and other data provided by them. In spite of these uncertainties, the Group seeks to ensure that sufficient reserves are available to cover its liabilities.
Generally, SCOR's ability to increase or maintain its portfolios of reinsurance risks in its Non-Life and Life divisions 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 different lines of business within the Property business such as fire, engineering, aviation, space, marine, energy and agricultural.
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. Additional exposure could arise from 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 or nanotechnology.
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 and general economic conditions and to the competition level.
The primary consequences of these factors are to reduce or increase the volume of Non-Life reinsurance premiums on the market, to make the reinsurance market more competitive, and also to favour the operators who are most attentive to the specific needs of the cedants. 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 2012, approximately 65% of Non-Life gross premiums were produced through brokers. In 2012, SCOR had two brokers that accounted for approximately 35% of its Non-Life gross premiums. 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 thanks to 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 – 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 referred to in this Registration document as "SCOR Global Life," "Life" or its "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 – Market risk" 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 centre of underwriting in life reinsurance. These are risks which result from adverse developments in mortality, morbidity, longevity or from epidemic/pandemic 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 as 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 from either the inherent volatility, an adverse long-term trend 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 that otherwise would possibly have remained undetected. Medical progress may enable better treatment resulting in higher claims since certain diseases would have otherwise led to immediate death of insureds. Products providing cover for medical expenses are in particular subject to the risk of higher than frequency incidence rates 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 of the insurance cover. This risk exists within annuity and long-term care covers and within 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 other 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.
The potential loss relating to a severe pandemic is estimated using models. However, the limited amount of available historical data, combined with the generic model risk, creates a high degree of uncertainty in the results. The financial outcome of a severe pandemic could, therefore, differ considerably from that expected by the model, thus leading to a potentially significantly higher loss than expected.
SCOR Global Life is also exposed to risks related to policyholder behaviour. This includes risks such as lapsation, antiselection at policy issue, resale of policies, 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. Policyholder lapses may differ from expectations due to a changing economic environment or other reasons, such as changes in tax incentives for the insurance policies, tarnished reputation of the cedant or from the introduction of more attractive insurance products in the market. SCOR studies and closely monitors this risk.
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:
choose and exercise a policy option which allows to increase the policyholder's expected benefit.
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, there is a trend, especially in the U.S., where policyholders who can no longer afford or for other reasons do not want to continue to pay the premiums, are selling their polices and the eventual death benefit to third parties who continue to pay the premium. These "stranger owned life insurance," or STOLI policies, lead to deviations between actual and expected lapse rates which can be a risk to the insurer and reinsurer of the cover.
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 multiple deaths and serious injuries which could potentially seriously 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 "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 availability and cost of collateral, including letters of credit to represent the Group commitments, asset trusts and other credit facilities, could adversely affect SCOR's operations and financial condition.
Regulatory reserve requirements in various jurisdictions in which SCOR operates may be significantly higher than the reserves required under IFRS. A regulation in the U.S. (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 U.S. states as at 1 January 2000, requires a relatively higher level of regulatory, or statutory, reserves that U.S. 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 U.S.
SCOR might over time retrocede certain XXX-related cash flows and reserves to such affiliated or unaffiliated reinsurers that are authorized in company's domicile or provide collateral of an amount equal to the reinsured reserves. Such collateral must be provided in the form of withheld funds, NAIC (National Association of Insurance Commissioners) approved commercial bank letters of credit, the placement of assets in trust 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 U.S. 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 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 cannot assure investors that it will be able to implement actions to mitigate the effect of increasing regulatory reserve 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 – Note 26, Insurance and financial risk – Life reinsurance" for further information on risk mitigation actions.
The Group takes into account the effect of the diversification between its two divisions: Life and Non-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 have only very limited correlation with each other. This diversification and the overall balance between the two business areas provide stability. However, in some cases, evolutions of the Non-Life and Life activities are linked together as well as to those of the financial market risks. This exposes SCOR to accumulation and/or correlation risks which are difficult to quantify.
Unforeseen events, such as natural catastrophes or terrorist attacks, 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.
In the event of a very large natural catastrophe with many victims, the losses generated in Life and Non-Life could potentially accumulate, with losses on financial assets related to the potential reaction of markets (e.g., interest rates, exchange rates and equity market prices). In the same way, a major pandemic event may cause financial market turmoil or business interruptions.
SCOR's ability to grow or maintain its portfolios in the Life and Non-Life reinsurance divisions may be subject to correlated external factors, 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 Life and Non-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 that could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
See "Section 20 – Note 26, Insurance and financial risk – Interdependence of the Non-Life and Life Reinsurance businesses" for further information on risk mitigation actions.
Like other reinsurance companies, SCOR may be exposed to multiple insured losses to property or to individuals arising from a single occurrence, whether a natural catastrophe such as a hurricane, typhoon, windstorm, flood, hail, severe winter storm, earthquake, heat wave, 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. The Group evaluates its natural catastrophe exposure by means of catastrophe modeling software.
The models it uses depend very much on the underlying parameters. Any future deviations in these parameters will produce varying results depending on the sensitivity of the model to each parameter. Furthermore, the models can only be applied to certain areas and must respect certain conditions. Catastrophic events could occur in areas not covered by the models and could therefore generate losses which exceed those predicted. Reality is always more complex than that reflected by the models and this represents a risk for SCOR.
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 the price of its securities.
See "Section 6.1.3.4 – Catastrophe (Cat) risk and exposure controls" for further information on risk mitigation actions.
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 U.S., can affect both individuals and property.
Certain countries do not permit the exclusion of terrorist risks from insurance policies. Due to these regulatory constraints, 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. It participates in pools created in certain countries, such as France (GAREAT), Germany (Extremus), the Netherlands (NHT) and Belgium (TRIP), which allows the Group to have limited and known commitments. In the U.S., the Terrorism Risk Insurance Act passed in November 2002 for a period of three years, which was extended to 31 December 2007 by the Terrorism Risk Insurance Extension Act, was renewed for seven years, until 31 December 2014 by the Terrorism Risk Insurance Program Reauthorization Act ("TRIPRA"). It established a federal assistance program to help insurance companies cover claims related to terrorist acts. TRIPRA requires that terrorist acts be covered by insurers. Despite TRIPRA, and the federal aid that it provides, the U.S. insurance market is still exposed to some significant risks in this area. Therefore, SCOR monitors very closely its exposure to the U.S. market, primarily because of the insurance obligation created by the law. In addition to the commitments described above, SCOR does reinsure, from time to time, terrorist risks, usually limiting by event and by year of insurance the coverage that ceding companies receive for damage caused by terrorist acts.
Beyond the potential impact on its non-life book, a terror event could also affect the Group's life portfolio. Although the insured losses from past events have been comparatively small in relation to the non-life losses, a future terrorist act, such as a "dirty bomb", could claim a substantial amount of insured lives.
As a result, future terrorist acts, whether in the U.S. 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 the price of its securities.
See "Appendix B – II. Internal control and risk management procedures, B. Identification and assessment of risks" for further 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 U.S. 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 it of the claim. Due to the imprecise 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, it can, like other reinsurers, 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 financial statements, Note 16 – Contract Liabilities." Data related to the reserves arising from the risks related to asbestos and environmental pollution are also 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 the price of its securities.
In connection with its October 2007 acquisition of Converium Holdings AG ("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 U.S. Its GMDB business indirectly exposes SCOR Global Life to asset risk on the variable annuity policyholders' funds. SCOR Global Life must pay, in the event of death, the excess of the GMDB over the account balance or the excess of the GMDB over the cash surrender value, depending on the definition of the underlying reinsurance agreements. A fall in the value of the variable annuity policies' funds therefore leads to higher expected claims amounts. The variable annuity policyholders invest their funds in a wide variety of U.S. equity, other equity, fixed interest, money market, balanced and other funds. Hence SCOR Global Life is exposed to losses, through higher death claims, if these funds fall in value. These funds are not held by SCOR Global Life. The assets remain with the originating ceding companies.
Business of this type which contains a specific economic risk in case of financial crisis is not within the usual scope of the SCOR Global Life underwriting policy. These treaties are all in run-off and, as at 31 December 2012, cover in total approximately 0.6 million policies written by two cedants. These treaties were issued mainly in the late 1990's and incorporate various benefit types.
Different types of GMDBs are covered, including return of premium, ratchet, roll-up and reset. Guarantees that increase over time are, for a majority of the assumed business, only applied up to a certain age. This implies that SCOR Global Life will be released from the risk when the beneficiary reaches this age limit. See "Section 20.1.6 – Notes to the financial statements, Note 16 – Contract Liabilities."
There are some risks which are specific to the GMDB portfolio. Due to the nature of the product, the remaining liability is influenced by developments on the financial markets, particularly changes in the price of equities and fixed income securities, fluctuations in interest rates, and the implied volatility on equity options. The liability is also dependent on policyholder behavior, particularly on the exercise of partial withdrawal options, but also on other aspects, such as lapse behavior and the use of options to choose the underlying funds. As a retrocessionaire, SCOR Global Life is exposed to uncertainties concerning data received from its retrocedants 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. More information about GMDB appears in "Section 20.1.6 – Notes to the financial statements, Note 16 – Contract Liabilities."
There can be no assurance that SCOR's GMDB portfolios will not deteriorate in the future, which could have a adverse effect on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
See "Section 20 – Note 16, Contract liabilities – A. Guaranteed Minimum Death Benefit (GMDB)" for further information on risk mitigation actions.
SCOR Non-Life 's U.S. 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 U.S. 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 in the Bermuda through Commercial Risk Partners Ltd. ("CRP"), a company absorbed by GSNIC in 2009. There can be no assurance that SCOR's U.S. 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 entities of the Group.
SCOR 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 cedant 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 tend to 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 the price of its securities. 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 businesses are "long-tail" in nature, in particular long term 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 businesses, 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 U.S.
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 impact its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
See "Section 6.1.3.5 – Reserves.
SCOR is subject to a risk of possible non-payment of premiums due by the cedants 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 cedants 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 cedants, 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, the price of its securities. 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. Nonetheless, 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 ours, greater financial resources 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 is greater than the demand from ceding companies, its competitors, some of which have higher ratings than it does, may be better positioned to enter new contracts and gain market shares at its expense.
Furthermore, the Group's reputation 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 the price of its securities.
4.1.8 CONSOLIDATION IN THE INSURANCE INDUSTRY COULD ADVERSELY IMPACT SCOR
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. The occurrence of any of the foregoing could have a material and adverse effect on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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 U.S. and U.K. markets. Some of reinsurance treaties, including the assumed retrocession 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 clauses triggered by ratings. Refer to "Section 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".
In addition, if SCOR's rating deteriorates, certain stand-by letter of credit facilities would require a higher level of collateralization and would increase the cost of the letters of credit. 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 SE, an equity credit has been assigned to certain notes in line with S&P existing methodology. A change in this methodology could lead to (i) a disqualification for equity credit of the notes and (ii) force SCOR SE to exercise the option that is offered in such case to redeem the notes. More information about subordinated debt appears in "Section 20.1.6 - Notes to the financial statements, Note 14 - Financial Debt."
Some of SCOR's cedants' credit models or reinsurance guidelines depend on their reinsurers' financial rating. If SCOR's rating deteriorates, cedants 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 which, in turn, could significantly impact SCOR's revenues, net income, cash flow, financial position, and potentially, the price of its securities.
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 U.S. 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 beneficiating from the Group rating, and provide for the possibility of early termination for its cedants 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 cedants to terminate their contract commitments, which could have a material adverse effect on its revenues, net income, cash flow, financial position, and potentially, on the price of its securities.
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 subsidiaries having the contracts and beneficiating from the Group rating deteriorates, the cedant 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 cedant, the bank has the right to request a cash payment from this collateral, up to the amount drawn by the cedant. It enforces by offsetting 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 revenues, net income, cash flow and financial position, and potentially, the price of its securities.
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 COMPUTER SYSTEM FAILURE, ARE INHERENT IN SCOR'S BUSINESS
Operational risks are inherent in all businesses including SCOR's. Their causes are multiple and include, but are not limited to, poor management, employee fraud or errors, failure to document a transaction as required, failure to obtain required internal authorizations, non-compliance with regulatory or contractual obligations, information technology ("IT") system flaws, poor commercial performance or external events.
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.
The Group believes its 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 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 international laws and regulations. The level of legal or regulatory requirements depends on the country and the legal structure of the entity. The risk is that it might not respect the level of required compliance appropriate to each location and legal structure. Its reputation could be affected.
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). Any violation of such laws and regulations could expose SCOR to legal risks or class actions.
In the case of medical underwriting (including SCOR Telemed, a subsidiary of SCOR Global Life), some information required from the policyholders may be confidential. SCOR Telemed is a dedicated tele-underwriting company. The company uses IT software to conduct telephone interviews and has a specialized underwriting system to assess individual risks. There is a risk regarding compliance with data privacy laws in force in each country.
An operational risk failure, in particular the failure of internal control procedures, could have an adverse impact on the Group's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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.
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
Risk management requires, among other things, policies and procedures to record properly and verify a large number of transactions and events. 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 or statistics based on historical models. 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, upto-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, the business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities could be materially and adversely affected.
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.
4.1.13 SCOR IS EXPOSED TO RISKS RELATED TO ITS ACQUISITIONS
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 the incurrence of 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, the price of its securities.
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 SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities.
The businesses SCOR has recently acquired are described in "Section 5 – Information about the issuer, 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 within the Group. Subsequently, 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, and to streamline and/or integrate the information systems and internal procedures and 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 underlying reinsurance agreements between cedants and AEGON companies are not 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") (value of inforce) and have a significantly negative impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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 all financial elements may not 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 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 revenues, net income, cash flow and financial position. For further details, refer to "Section 20.1.6 – Notes to the financial statements, Note 27 – Litigation" and "Section 4.4.7 – 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.
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 securitiets. 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 the Group invested.
The risk of losing all or part of bonds 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 the price of its securities.
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 be liable to lose the coverage provided by its retrocessionaire whereas it would retain liability to the cedant 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 cedants, 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 financial statements, Note 16 – Contract Liabilities."
In spite of the measures to control and reduce the risk of defaults of its retrocessionaires, the occurrence of one or more of such default could have a material adverse impact on SCOR's business, its present and future premium income, its net income, its cash flows, its financial position, and potentially on the price of its securities.
There are three aspects of credit risk related to contracts with cedants.
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 cedants in case it is not able to recover these amounts in the event of default of cedants.
Secondly, SCOR is exposed to a credit risk in the event of a payment default by the cedants 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 cedants 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 cedants to fulfill their financial obligations could affect SCOR's current and future revenues, net income, cash flow, financial position, and potentially the price of its securities.
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 the price of its securities.
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 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 the price of its securities.
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 the price of its securities.
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, cedants 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 the price of its securities.
Credit risk on future profits from Life reinsurance policies arises from two risk factors.
First of all, the payment of future profits expected under Life reinsurance contracts necessarily implies that the cedant 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 cedant. In such a case, it is possible that the VOBA and deferred acquisition costs ("DAC") may as a consequence need to be written down and as a consequence, 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 the former Transamerica Re's reinsurance contracts flow into 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 value of business acquired ("VOBA").Secondly, a reduction in the value of future profits could arise from a massive unexpected lapsation of policies following a deterioration of the cedant's financial rating or an event which has a negative effect on SCOR's image.
The Group, therefore, has exposure to a credit risk linked to the insolvency and to the image of its cedants, which, if this were to occur, could have an adverse impact upon its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities
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 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, its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities could be adversely impacted.
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 – Note 26, Insurance and financial risk – Credit risk" for further information on risk mitigation actions.
Some capacities SCOR offers are not achievable solely with its current available capital. These capacities (mainly catastrophic and large risks) rely on retrocession whereby it purchases, mainly on a one-year basis, additional resources (retrocession) that allows 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 risk in the form of Insurance-Linked Securities ("ILS") and mortality swaps and the issuance of contingent capital securities). For more information on SCOR's securitization of catastrophic risk and issuance of contingent capital securities, see "Section 6 – Business Overview, 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, inflation would have a significant negative impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
See "Section 20 – Note 26, Insurance and financial risk – Market risk" for further information on risk mitigation actions.
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 analyses 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 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's 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. Fixed income portfolios."
See "Section 20 – Note 26, Insurance and financial risk – Market risk" for further 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 both from direct purchases 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 changes in gross domestic product ("GDP"), inflation, 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 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, the price of its securities.
See "Section 20 – Note 26, Insurance and financial risk – Market risk" for further information on risk mitigation actions.
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 an appropriate model. 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, collateralized loan obligations, collateralized mortgage obligations, commercial mortgage backed securities, residential mortgage backed securities, structured notes, etc.) on the loans and on 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 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 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 handicapped people, 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.
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.
The occurrence of one or more of the above risks could have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
See "Section 20 – Note 26, Insurance and financial risk – Market risk" for further information on risk mitigation actions.
SCOR holds in its investment portfolio a some securities related to insurance risks (e.g. Insurance Linked Securities (ILS)). These securities can be indexed bonds ("CAT bonds"), Over-The-Counter (OTC) (e.g. Insurance Loss Warranty (ILW) or collateralized reinsurance). Such securities could be impacted by the occurrence of insurance risks (e.g. natural catastrophe, mortality,…) that could significantly result in changes in value, or even possibility the full loss of the invested amount. These risks could also have a significant impact on the liquidity of such 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 Switzerland, the Americas, the U.K. and Asia Pacific. The shareholders' equity of these entities is denominated mainly in Euros, U.S. dollars, Canadian dollars or British pounds.
As a result, changes in the exchange rates used to convert foreign currencies into Euros, particularly the fluctuation of the U.S. 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 U.S. 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 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 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 the price of its securities.
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 then 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 financial statements, Note 1 – Accounting Principles and Methods; Note 3 – Acquisitions; 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 SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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 cedants, 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 AMOUNTS WHICH EXCEED THE AMOUNT OF AVAILABLE LIQUIDITY
SCOR needs liquidity to pay its operating expenses, interest on its debt and dividends on its capital stock, 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 insurance premiums, cash flow 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. Additional information on the Group's liquid assets is included in "Section 20.1.6 – Notes to financial statements, Note 6 – Insurance Business Investments."
Some facilities SCOR uses to grant letters of credit to cedants 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. 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. Additional information on SCOR's letter of credit facilities is included in "Section 20.1.6 - Notes to 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 the price of its securities.
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 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 decrease 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 group's results of operations, financial condition, cash flows and statutory capital position could be materially adversely affected by disruptions in the financial markets.
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.
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 are concerned primarily with the protection of policyholders and policy beneficiaries, rather than shareholders or creditors. 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 headquarters of the company. 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 U.S. 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 SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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.
4.4.2 INCONSISTENT APPLICATION OF EU DIRECTIVES BY REGULATORS IN DIFFERENT EU MEMBER STATES MAY PLACE SCOR'S BUSINESS AT A COMPETITIVE DISADVANTAGE TO OTHER EUROPEAN FINANCIAL SERVICES GROUPS
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 SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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.
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 "fair value" based models which could introduce significant volatility in the earnings of insurance industry participants. This could have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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.
On 21 July 2010, the Dodd-Frank Act was enacted and signed into law. The Dodd-Frank Act effects sweeping changes to financial services regulation in the U.S. 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. The FSOC and FIO are authorized to study, monitor and report to Congress on the U.S. insurance industry and the significance of global reinsurance to the U.S. 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 U.S. 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 U.S. 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 the price of its securities.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, and depending on local regulations, it may be difficult to transfer capital or liquidity to a legal entity which could have negative consequences for the legal entity concerned and have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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.
The "Solvency II" European Directive, no. 2009/138/EC of 25 November 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 of course not possible to quantify the impact of these requirements, nor their scope, 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 the price of its securities.
The official date of application according to the latest texts published in the Official Journal of the European Union is 1 January 2014, but there could be further delays. The legislative process setting down the final versions of the Solvency II regime is still ongoing. The published Solvency II Directive will be amended by the Omnibus II Directive which is still being negotiated between European co-legislators. When this is concluded, the European Commission will have to adopt Level 2 delegated acts and the European Insurance and Occupational Pensions Authority (EIOPA) will be in a position to consult on technical standards that are necessary to make the Solvency II regime effective. 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 a yet another 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 the price of its securities
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 is involved in legal and arbitration proceedings in certain jurisdictions, particularly in Europe and in the U.S. For more information on this issue, refer to "Section 20.1.6 – Notes to the financial statements, Note 27 - Litigation."
An unfavourable outcome in one or more of the court or arbitration proceedings described above could have a material adverse impact on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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 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. 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 greater 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 long term 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 the price of its securities.
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.
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 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 computer system failure, are inherent in SCOR's business.", some of which are transferred in whole or in part to direct insurers as follows:
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 the price of its securities.
Refer to "Section 20.1.6 – Notes to the financial statements, Note 1 – Accounting principles and methods."
(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.
| 5.1 | History and development of the issuer 43 |
|---|---|
| ----- | ------------------------------------------ |
5.2 Investments 48
R.C.S. number: Paris 562 033 357
A.P.E. Code: 6520Z
Incorporated: 16 August 1855 under the name Compagnie Impériale des Voitures de Paris; name changed to SCOR S.A. on 16 October 1989, to SCOR on 13 May 1996, then to SCOR SE on 25 June 2007.
Expiration: 30 June 2024 unless otherwise extended or previously dissolved.
Pursuant to French law, the duration of a company is for a limited term that cannot exceed 99 years. The Company's bylaws (statuts) provide that the current term will expire on June 30, 2024. Prior to such expiration date, the shareholders of the Company (in extraordinary shareholders' meeting) will be asked to vote upon the extension of the duration of the Company for an additional period of up to 99 years. Such further extension is typically approved by shareholders and we expect that the duration of the Company will be extended again prior to the expiration of the current term.
5.1.4 DOMICILE AND LEGAL FORM OF ISSUER, LEGISLATION GOVERNING ITS ACTIVITIES, COUNTRY OF INCORPORATION, ADDRESS AND TELEPHONE NUMBER OF ITS REGISTERED OFFICE
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]
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 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 were 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 January 3, 2005, the Ordinary Shares are now included in the following indices: SBF 80, SBF 120, SBF 250, CAC All-Shares, CAC LARGE 60, CAC Next 20, CAC Financials 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.
On March 6, 2010, STOXX announced the addition of SCOR SE to its "EuroStoxx Select Dividend 30" index of the 30 most attractive European companies in terms of dividends. The underlying component data (new numbers of shares and free-float factors) for all indices were announced on March 12, 2010 after the close of European markets. The listing became effective on March 19, 2010 after the close of the European markets. SCOR SE was chosen as one of five new securities to join the EuroStoxx Select Dividend 30".
On 14 September 2012, SCOR announced its inclusion in the ASPI (Advanced Sustainable Performance Indices) Eurozone® index when the composition of the index changes after the closing hour on Friday 21 September 2012.
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 U.K., SCOR's Non-Life subsidiaries are regulated by the Financial Services Authority while Life subsidiaries in Ireland are regulated by the Central Bank of Ireland. In Sweden, the Group transformed its Swedish subsidiary into a branch which, as at 2013, is no longer regulated by the Swedish FSA.
In Switzerland (which is neither a member of the EU nor the EEA), the Group subsidiary is subject to the federal law dated 17 December 2004 as amended "Insurance Supervision Act" and the federal law dated 20 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 authorised 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, the Group's main Life insurance subsidiary in the United States, is domiciled in North Carolina. The Group's other subsidiaries in the United States are currently domiciled in Arizona, Delaware, Florida and Texas.
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 or service companies. In the region, each entity is subject to local supervision regardless of 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 founded 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.
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 U.S. business.
In 2000, SCOR acquired Partner Re Life, a U.S. life reinsurer,, thus gaining a platform from which to expand its then existing life reinsurance business in the U.S. 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 U.S. 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 - " Structuring in Hubs"
On 7 January 2008, SCOR Holding (Switzerland), the former Converium, delisted its ADSs 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 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. As part of the 31 July 2008 transaction, the Company entered into a five-year commercial agreement with Malakoff Médéric Group. 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 investments 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 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 U.S. 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 GPB 75 million. Underwriting by the Channel Syndicate began on 5 January 2011. The portfolio of Channel Syndicate focuses on shorter tail lines of direct insurance business in markets outside the US, including property, marine, accident and health, financial institutions and professional liability. On 21 December 2010, the Mexican Ministry of Finance granted SCOR Global Life SE a licence 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 authorisation to conduct reinsurance business in the Australian market.
On 8 July 2011, the newly incorporated subsidiary, SCOR Alternative Investments SA, was registered by the Commission de Surveillance du Secteur Financier (CSSF) in Luxemburg as a company in charge of the management of the portfolio of assets specialized in the asset class, known as "Insurance-Linked Securities" (ILS).
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. This sale of its US fixed annuity business, for USD 57 million, is in line with the Group's strategy to develop Life reinsurance activities around biometric risks, as set out in the Group's strategic plan for the period 2010-2013, "Strong Momentum". See "Section 6.1 - Business Overview" for further information about Strong Momentum and the Group's other historical strategic plans. SCOR define biometric risks as those risks which could result from adverse developments in mortality, morbidity, longevity or epidemic/pandemic claims for direct insurers and reinsurers. With the sale of IIC, SCOR substantially exited the U.S. fixed annuity business, which was a direct insurance business.
On 25 July 2011, in line with its strategic plan for the period 2012-2013 "Strong Momemtum", SCOR decided to extend and strengthen its value-added service offering for its insurer clients. To this end, 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 has finalised the acquisition of the mortality portfolio of Transamerica Re, a part of AEGON. The transaction also includes the acquisition of an Irish legal entity, which underwrites Transamerica Re business. The total consideration for the acquired business amounts to USD 919 million, including a statutory capital of USD 497 million for the Irish entity at the closing date. Refer to section Section 20.1.6 – Notes to the consolidated financial statements - Note 3 – Acquisitions and disposals for further information on the price development. This acquisition was financed without issuance of new shares. Transamerica Re is the world's 3rd largest Life reinsurer in the U.S. 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 is managed by its subsidiary SCOR Alternative Investments SA and domiciled in Luxemburg. This fund enables institutional investors to benefit from extreme natural catastrophe market risks, such as hurricanes, earthquakes and storms. This asset class, known as "Insurance-Linked Securities" (ILS), is 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 or SCOR Alternative 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 Commission de Surveillance du Secteur Financier ("CSSF") approved the fund, SCORLUX SICAV-SIF, established by SCOR Global Investments and dedicated to investments in SICAV funds.
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 2011.
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 our 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 8 – Property, plant and equipment for a description of risk management connected with our investments in real estate.
On 30 June 2011, the Group acquired company 5 avenue Kléber SAS, whose primary asset is an office building in Paris as described in Section 20.1.6.5 – Notes to the Consolidated Financial Statements – Note 5: Tangible assets and real estate investments. See also Section 8 - Property, plant and equipment.
5.2.2 PRINCIPAL INVESTMENTS IN PROGRESS
SCOR's success relies on the consistent implementation of the four principles on which its strategic plans, Dynamic Lift and now, Strong Momentum, are based, i.e. a high diversification, a robust capital shield, a strong franchise and a controlled risk appetite. 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, for the best interest of SCOR SE.
| 6.1 | Primary activities | 53 |
|---|---|---|
| 6.2 | Principal markets | 68 |
| 6.3 | Extraordinary events influencing the principal business and markets |
69 |
| 6.4 | Dependency of the issuer with respect to patents or licenses, industrial, commercial or financial contracts and new manufacturing processes |
70 |
| 6.5 | Information on SCOR's competitive position |
70 |
Between 2002 and 2010, SCOR developed and implemented four three-year strategic plans to strengthen its balance sheet and achieve its profitability goals through an underwriting policy focused on profitability, including by optimum allocation of capital throughout the business cycle, and by maintaining its strong customer base and franchise in its three geographical areas, Europe, Middle East and Africa ("EMEA"), Asia-Pacific, North America and particularly in developing countries. The Group's acquisitions of Revios (in 2006) and Converium (in 2007) contributed to its diversification strategy by balancing the proportion of its consolidated premiums written, respectively, in its Non-Life division and in its Life division.
In September 2010, SCOR launched a new three-year Strategic Plan, known as "Strong Momentum," which replaced its previous strategic plan for 2007-2010, known as "Dynamic Lift." On 7 September 2011, SCOR presented to the public an update of its Strong Momentum plan called Strong Momentum "SMV1.1". SMV1.1 took into account the August 2011 acquisition of the mortality reinsurance business of Transamerica Re, the July 2011 sale of IIC which was SCOR's U.S. fixed annuity business, and the latest (at the time) financial and economic developments. SMV1.1 confirmed the three main targets to be achieved during the 2010-2013 business cycle:
The Group's strategy is based on a moderate risk appetite, both on the underwriting side and on the asset side. SCOR continuously seeks to "optimize" its risk profile and has further decided to gradually and moderately increase its risk appetite in the belly (rather than in the tail) of its target profit/loss probability distribution.
As compared to the previous strategic plan "Dynamic Lift", "Strong Momentum" therefore targets slightly higher expected returns coupled with slightly higher earnings volatility. The Group believes an increase in risk appetite is appropriate given its increased size and stronger balance sheet and risk management as compared to the prior three-year plan period.
"AA" level of financial security
SCOR seeks to provide a level of security to its insurance and reinsurance clients that is consistent with an "AA" financial strength rating, based on Standard & Poor's financial strength rating scale. Such level of security is currently estimated with its Group Internal Model GIM-SMV1.1 on the basis of a 0.05% probability of default (which corresponds to the average of Moody's and Standard & Poor's expected default statistics). Although SCOR's objective is to provide an AA level of security, the Group cannot commit on behalf of the rating agencies to be rated AA.
Profitability of 1,000 basis points above the three-month risk-free rate over the cycle
SCOR targets a return on equity of 1,000 basis points above the three-month risk-free rate over the three year plan period. The Group considers the three-month risk-free rate to be the weighted three months daily interest rate of Treasury bills in the Euro area, the U.S., U.K., Canada and Switzerland averaged over the period under consideration. The weighted average used for this calculation is based on the percentage of SCOR's managed assets denominated in the currency of these assets.
SCOR aims to achieve this goal through higher technical profitability (defined as profitability related to underwriting), increased investment income, generating new fee income streams and higher productivity and efficiency.
On 6 September 2012, SCOR presented to the public an update of its Strong Momentum plan, called "Strong Momentum" Season 3. "Strong Momentum" Season 3 presented updated information and analyses demonstrating that the Group is consistently delivering on its promises and is well positioned to seize new profitable growth opportunities, leveraging on its competitive advantages.
In spite of an increasingly uncertain environment with high market volatility, low yields and economic stagnation, "Strong Momentum Season Three" demonstrated that SCOR's operational performance is consistent with the assumptions and objectives of its strategic plan "Strong Momentum V1.1":
The targets of the strategic plan are supported by the consistent application of the four cornerstones of SCOR's business model, which are:
SCOR's risk appetite framework is an integral part of the Group's strategic planning. It is approved by the Company's Board of Directors in connection with the review of new strategic plans, based on recommendations from the Group's executive management committee and the Risk Committee of the Company's Board of Directors (the "Risk Committee"). The Company's 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 three concepts: risk appetite, risk preferences and risk tolerances:
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 (i.e. low risk-low return) and an extreme risk taker (i.e. high risk-high return). SCOR uses a target retained risk profile (probability distribution of economic profits and losses) and target expected profitability to provide a complete definition of its risk appetite. The Group actual retained risk profile and profitability are regularly reported to the Company's 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. However it has no desire to take operational, legal, regulatory, tax and reputation risks (but this does not mean that the Group are immune to these risks). This choice of risk preferences determines 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 Company's Board of Directors defines and approves risk tolerance limits for the Group by line of business, asset class 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 or expert opinions.
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 cedants' 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 exposes 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 a predetermined portion of the losses of the ceding company under the covered insurance contract or contracts. In the case of reinsurance written on a non-proportional, through an excess of loss or a stop loss, basis, the reinsurer indemnifies the ceding company against all or a specified portion of the losses sustained, on a claim by claim basis or in the aggregate over the contract period, 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 assume 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 the risk just above the ceding company's retention up to a specified amount, at which point another reinsurer or a group of reinsurers accepts the excess liability up to a higher specified amount or such 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, better enables underwriters and actuaries to accurately price the underlying risks.
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 for producing the business.
The Group is organized into two operating divisions and one corporate cost center 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 Paragraph 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 Structured Risk Transfer); Business Solutions (large corporate accounts underwritten essentially on a facultative reinsurance basis and occasionally as direct insurance for industrial groups and services companies); and Joint Ventures and Partnerships.
The SCOR Global Life division offers the following lines of business: Life (treaties with mainly mortality risks); Life Financing Reinsurance; Disability; Long Term Care; Critical Illness; Health; Annuities; Personal Accident and Longevity. Longevity reinsurance was previously reported as part of the Life line of business.
SCOR also writes a small amount of direct insurance, primarily on a business-to-business basis to cover certain non-life large industrial risks through the Business Solutions business area of SCOR Global P&C. For a description of products and services, see Paragraph 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.
As at 1 January 2011, the cost allocation estimation methodology of the Group was refined, including with respect to the preparation of division information, resulting in the creation of a new cost center, which 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 Operating Officer functions (Group Legal, Group Communication, Group Human Resources) and Group Chief Risk Officer expenses. The segment financial information included in this Registration Document and in the consolidated financial statements, included in Paragraph 20.1.6, was revised to reallocate expenses to Group Functions.
The Group organizes its operations around six regional management platforms, or Hubs located in Paris, Zurich, Cologne and London for Europe, Singapore for Asia and New York / Charlotte for the Americas Hub. Each of the Hubs has local, regional and Group responsibilities, with 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. Hub shared service costs are allocated to the divisions based on a headcount allocation key. For a description of the Hub structure, see "Paragraph 7.1.1.5 - Structuring in "hubs"
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 2012, the Group serves more than 4,000 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 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 U.K. and Germany and a network of dedicated subsidiaries, branches and representative offices in the U.K., 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, SCOR Global Life SE, which has branches in Germany, the U.K., Italy, Spain, Switzerland, Austria, the Netherlands, Canada and in Asia, representative office in Belgium, as well as through SCOR Global Life Americas in the U.S. and its network of entities and representative offices in North and South America, SCOR Global Life Reinsurance Ireland and SCOR International Reinsurance Ireland Ltd. in Ireland, composite subsidiaries and branches (which also operate in the Non-Life division) in Russia, South Africa, China and South Korea, and subsidiaries in Europe, Australia and South Africa. As per 1 January 2013 the business of Sweden Re, a subsidiary of SCOR Global Life SE was transferred to the new Stockholm branch of the company.
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 Insurance, Aviation, Space, Marine, Engineering, Agricultural Risks and Structured Risk Transfer. It underwrites these risks through both treaties and facultative reinsurance and can be underwritten on a proportional or non-proportional basis.
The reinsurance of credit insurance, surety commitments and occasionally political risk is managed by the SCOR Global P&C teams (primarily based in Europe). Under credit insurance, the insurer covers the risk of losses from the nonpayment 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. SCOR underwrites these risks through proportional and non-proportional treaties as well as facultative reinsurance.
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. SCOR underwrites these risks through proportional and non-proportional treaties as well as through facultative reinsurance.
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. SCOR underwrites these risks through proportional and non-proportional treaties as well as through facultative reinsurance.
Insurance for the space sector cover the launch preparation, launch, and the in-orbit life operation of satellites, primarily commercial telecommunication and earth observation satellites. SCOR underwrites these risks through treaties and facultative insurance and reinsurance.
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. Within the Marine Specialty Line, SCOR underwrites these risks mainly through treaties and occasionally through facultative reinsurance.
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 basic Property and Casualty coverage. Within the Engineering Specialty Line, SCOR underwrites these risks mainly through treaties and occasionally through facultative reinsurance.
In order to address the increased risk and the coverage needs associated with agriculture, the Group has been strengthening its agricultural risks underwriting teams since 2006 to provide reinsurance solutions in the field of multiple peril crop insurance, aquaculture insurance, forestry insurance and livestock insurance. SCOR underwrites these risks through treaties and facultative reinsurance.
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 a dedicated competency center that analyses and studies specific risk transfer solutions.
The Group's activity in the Business Solutions business area covers all insurable risks of industrial groups and services companies. These risks are underwritten primarily 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."
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.
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).
The teams are also responsible for alternative solutions for the transfer and financing of risks for the Business Solutions clients.
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.
Industrial clients are particularly sensitive to the ratings of the reinsurers that cover their risks. See "Paragraph 4.1.9 Financial ratings play an important role in SCOR's business."
SCOR's Joint Ventures and Partnerships business area has historically included the provision of capital to third party businesses, including Lloyd's syndicates. SCOR contributes to 12 Lloyds syndicates, including the new syndicate Channel 2015, which SCOR is the sole capital provider. SCOR also offers professional indemnity insurance to the members of MDU (Medical Defence Union), a leading medical defense organization based in the U.K., under a joint venture agreement. See Paragraph 20.1.6 Note 4 – Intangible assets for further information. In 2012, SCOR has taken a participation in La Réunion Aerienne aviation insurance pool.
SCOR's Life division is divided into nine lines of business:
Reinsurance for individuals and groups of individuals, commonly known as Life reinsurance, includes life, health and personal insurance, for events such as accidents, disability and illness.
SCOR's Life reinsurance business covers the mortality risk of individuals and is predominantly underwritten in the form of proportional treaties (quota share or surplus basis or a combination of both), and less frequently on the basis of excess of loss per person, or catastrophe excess of loss or stop loss. Longevity reinsurance is reported as part of the Life line of business.
More than 50% of the SCOR Global Life portfolio of reinsurance risks is a traditional portfolio of mortality reinsurance business, based on gross written premiums as at 31 December 2012.
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 U.S. Business of this type is not within the usual scope of the SCOR Global Life underwriting policy. These treaties are all in run-off and, as at 31 December 2012, cover in total approximately 0.6 million policies written by two cedants. These treaties were issued mainly in the late 1990's. Different types of Guaranteed Minimum Death Benefits are covered, including return of premium, ratchet, roll-up and reset.
The reinsurance portfolio acquired in 2011 from Transamerica Re predominantly covers mortality risk of individuals via yearly renewable term, coinsurance, modified coinsurance or other typical reinsurance agreements.
The other eight lines of business currently underwritten by SCOR's Life division are:
Life Financing Reinsurance combines proportional traditional Life reinsurance with financing components providing liquidity, balance sheet and income statement improvements to the client. This type of treaty is typically used in connection with new business, special reserves, solvency or other needs. Life Financing Reinsurance necessarily involves biometric risks. Pre-financed amounts are amortized from the profitability of the reinsured business.
The purpose of disability insurance is to mitigate 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 the constant assistance of another person. SCOR Global Life has been pioneering LTC reinsurance solutions in the French market for approximately twenty years, and has acquired sound practical experience in dealing with problems related to underwriting and managing LTC risks. The Group believes that one of the main private LTC insurance markets is France with over two million lives and it believes that SCOR Global Life enjoys a leading position in the French market. At the forefront of industry development, SCOR Global Life is now expanding its geographical scope in LTC by introducing its LTC reinsurance coverage to several markets. It already enjoys strong positions in Korea and Israel.
Critical Illness ("CI") insurance pays a lump sum benefit, to be used at discretion, if the insured person suffers a serious condition and survives a defined period. The use and effectiveness of CI covers varies considerably between countries. SCOR Global Life is a market leader in reinsurance of CI in the U.K. It leverages experience and expertise from the U.K. to cross-sell into selected markets, such as Taiwan, Korea and Sweden.
Health represents a small proportion of SCOR Global Life's portfolio. It is written predominantly in the Middle East with a book inherited from Converium as well as Asia, and small volumes in markets such as France and Canada. The SCOR Global Life approach to underwriting of health risks is selective, with a careful market entry strategy.
SCOR Global Life was until the sale of this business on 18 July 2011 present in the fixed annuity market in the U.S., as a reinsurer of IIC, a member of the Group. The products provided either the performance of an index (often the S&P 500) with a zero percent floor, or a fixed interest rate which are credited to the policyholder's account value. With the sale of IIC, SCOR no longer actively writes annuities coverage.
Personal accident is a cover provided by SCOR Global Life. A main source of business is ReMark, which provides direct global marketing of life insurance products to insurers, financial institutions and affinity partners. ReMark designs and executes direct marketing programs.
Longevity refers to producs with risk of negative deviation from expected results due to the insured or annuitant living longer than assumed in the pricing of the insurance cover. This activity includes annuity and long-term care covers. SCOR has exclusively usined in this line of business coming from the UK pension skim market. This portfolio is the most dynamic part of SCOR's UK portfolio.
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 insurance in Non-Life. Such underwriting is conducted through duly authorized subsidiaries and branches of the Group, as well as from the Group's Lloyds syndicate (Channel Syndicate 2015).
Underwriting, actuarial, accounting and other support staff are located in the Group's six Hubs as well as in local subsidiaries and branches. However, SCOR's overall exposure 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 "Paragraph 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 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 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 ILS and mortality swaps and the issuance of contingent capital securities). See "Paragraph 6.1.4 Capital shield policy"
With regard to its casualty business, the Group allocates proportionately less capacity to business of this type than to property. Furthermore, SCOR's underwriting guidelines restrict its shares of casualty reinsurance programs and are more restrictive regarding certain areas with difficult or uncertain legal environments.
The Group's Property and Casualty Treaties underwriters manage client relationships and offer reinsurance support after a careful review and assessment of the cedants' underwriting policy, portfolio profile, exposures and management procedures. They are responsible for writing treaty business as well as associated support 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 Group's underwriting teams are supported by the SCOR Global P&C Underwriting Management function, located in the Group's Paris Hub. 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 exemption to the underwriting guidelines.
The Group's Property and Casualty Treaties 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 business area 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. The underwriting of facultative in support of Property and Casualty treaties is handled by duly qualified members of the Property and Casualty Treaties underwriting teams.
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. 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.
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 in which the lapse risk exposure is variable.
Biometric risks, other than pandemic risk, are diversified on a geographic and a product basis. Biometric risks are those risks which result from adverse developments in mortality, morbidity, longevity or from epidemic/pandemic claims.
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 improving longevity. 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.
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. 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.
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 commitment 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 and Chief Risk 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 Central Actuarial and Underwriting Department and by the Risk Management Department and, where applicable, the Finance Department. These departments are located in Charlotte, Cologne, Paris and Zurich. 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 four dedicated technical research centers within the Life Central Actuarial and Underwriting Department to analyze and assess the key factors underlying mortality/longevity, Long-Term Care and disability risks. The SCOR Global Life Research Centers provide recommendations for the implementation of the research results into the pricing, underwriting control and determination of exposure limits.
Immediately after the acquisition of the mortality portfolio and the operations from Transamerica Re in 2011 SCOR Global Life launched a project to integrate teams, processes and systems to create a uniform business platform and significant progress was achieved during 2012 with a move to offices for the SCOR Global Life teams in Charlotte, a uniform organizational structure for the Americas life markets fully integrated into the global and group-wide organization and processes, reallocation of portfolios between entities to be closer to clients and continuous system projects with a target implementation in 2013.
The activities of Non-Life and Life reinsurance take place in two different market environments. They are subject to heterogeneous external constraints, which generally have only very limited correlation with each other. The diversification and the overall balance between these two business areas provide stability. However, in some extreme scenarios Non-Life and Life risks and financial market and credit risks could accumulate. This exposes SCOR to accumulation and/or correlation risks which are difficult to quantify.
SCOR takes into account the effect of the diversification between Life and Non-Life in its internal model by setting parameters for the interdependence of the various lines of business.
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 cedant's worldwide reinsurance market knowledge, the complexity of the risks the cedant intends to transfer and the corresponding available reinsurance capacity in the market, the cedant'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 local market practices.
For the year ended 31 December 2012, Non-Life wrote approximately 65% of gross written premiums through brokers and 35% through direct business, while Life wrote approximately 10% through brokers and 90% through direct business.
For the year ended 31 December 2012, for Life the largest brokers SCOR wrote gross premiums written with were AON Benfield with approximately 3% of the Life total gross written premiums and Willis with approximately 1%. For Non-Life, the largest brokers that the Group used were AON Benfield with approximately 22% of its Non-Life total gross premiums written, Guy Carpenter with approximately 12% and Willis Gras Savoye with approximately 9%.
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 six 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, London, Singapore and Cologne, 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. Technical and legal assistance is provided to underwriters before and after accepting certain risks.
When needed, recommendations are given to underwriters and local management.
The Group's Life claims department, located in Paris, is tasked with implementing the general claims handling policy for SCOR Global Life, as well as worldwide control and reporting procedures and managing commutation of claim portfolios. The claims handling function is performed by local claims teams, located among other cities in Paris, Charlotte, Zurich, London, Singapore and Cologne, which initially 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. Technical and legal assistance is provided to underwriters before and after accepting certain risks. When needed, recommendations are given to underwriters and local management.
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 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 U.S., typhoons in Japan or from earthquakes in Japan or the U.S.
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 modelling 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 modelling 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.
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 to protect 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 is controlled by internal actuaries who make a quarterly review and annual detailed reports, validated by the Group Chief Actuary. External consulting firms also review on an annual 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. 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. Therefore, if its claims reserves prove to be inadequate, its net income, cash flow and financial position may be adversely affected.
See "Paragraph 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 cedant'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 and internal actuaries. 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 and 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, the Group does not discount Non-Life reserves.
A table showing historical changes in reserves for Non-Life claims is provided in Paragraph 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 the oldest, and to allow the reallocation of capital. This policy will be continued by focusing efforts on the U.S. run-off activities, business exposed to Asbestos and Pollution risks, and some treaties written by the former Converium company acquired by SCOR.
For SCOR's Life business, it is required to maintain adequate reserves for future policy benefits that take into account expected investment yields and mortality, morbidity, lapse rates, exercise of options and other assumptions.
Reserves for policy claims are established on initial recognition on the basis of the Group's best estimates' assumptions of mortality, morbidity as well as investment income plus a provision for adverse deviation. These assumptions are subsequently locked in. Reserves are subject to 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. Actual events in a given period may be more costly than projected and, therefore, may adversely affect SCOR's operating results for such period.
A table showing changes in the mathematical reserves in Life reinsurance is provided in Paragraph 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 assurance 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 a retrocession. SCOR retrocedes a portion of the risks it underwrite 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 regularly 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 two 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 two 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 "Paragraph 4.1.6 - Risk Factors - SCOR may be adversely affected if its cedants, retrocessionaires, insurers or members of pools in which it participates do not respect their obligations" and "Paragraph 4.1.14 - Risk factors - 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 division. 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 nonaffiliated 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 partial coverage for up to three major catastrophic events, natural or not, within one occurrence year. A major event is likely to be a natural catastrophe such as an earthquake, 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 ILS and mortality swaps) and contingent capital securities, which are designed as tools of last resort. See below for a description of the securitization of catastrophic risk, mortality swaps and contingent capital securities. 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.
See "Paragraph 4.1.15 - Risk Factors - SCOR is exposed to the risk of no longer being able to retrocede liabilities on economically viable terms and conditions" and "Paragraphe 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 2012 and 2011 is presented in Paragraph 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 ILS. Accordingly, on 21 December 2006, SCOR signed a multi-year catastrophe property retrocession agreement with Atlas III Capital Limited, a special purpose vehicle organized pursuant to the laws of Ireland and financed by the issuance of a catastrophe bond ("cat bond"). The purpose of Atlas III was to provide EUR 120 million in additional retrocession coverage for SCOR SE and its subsidiaries against exposure to storms in Europe and earthquakes in Japan, the losses of which were determined by a model over a period running from 1 January 2007 to 31 December 2009. Continuing this strategy to diversify retrocession sources, the Group issued two similar cat bonds, Atlas IV Reinsurance Limited ("Atlas IV") on 29 November 2007 for a term of three years and one month, providing EUR 160 million in additional retrocession coverage for SCOR SE and its subsidiaries against exposures to storms in Europe and earthquakes in Japan, and, in three series, Atlas V Capital Limited ("Atlas V") on 19 February 2009 for a term of three years providing USD 200 million in additional retrocession coverage for SCOR SE and its subsidiaries against exposure to earthquakes and hurricane in the U.S. and Puerto Rico.
The Group succeeded in the renewal of its retrocession programs in 2010 and 2011. On 9 December 2010, SCOR successfully placed a new cat bond, Atlas VI Capital Limited Series 2010-1, which provides 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. This transaction succeeds Atlas IV, which matured on 31 December 2010 and provided similar geographical cover of EUR 160 million. On 12 December 2011 the Group successfully placed a new cat bond, Atlas VI Capital Limited ("Atlas VI") Series 2011-1 and 2011-2, which provides SCOR with USD 270 million of protection against U.S. 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 U.S. series and 31 March 2015 for the European series. This transaction succeeded Atlas V, which matured on 24 February 2012 and provided geographical cover that is similar to that covered by Series 2011-1 of Atlas VI.
Atlas IV property retrocession agreements were accounted for as reinsurance contracts (See "Paragraph 20.1.6 Financial Statements - Note 1 (N) Classification and accounting of reinsurance contracts). Due to the absence of ultimate loss clause, catastrophe agreements with Atlas V Capital Limited, Atlas VI Capital Limited Series 2010-1, 2011- 1 and 2011-2 have been accounted for as derivatives and are considered as balance sheet protection. See " Paragraph 9.2.4 Capital shield policy."
On 1 November 2012 SCOR successfully places 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.
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 will be accounted for as reinsurance contracts in 2013 (See "Paragraph 20.1.6 Financial Statements - Note 1 (N) Classification and accounting of reinsurance contracts).
In 2008, SCOR Global Life SE signed a four-year mortality swap with an affiliate of J.P. Morgan Chase & Co. pursuant to which SCOR would have received cash up to a nominal amount of USD 100 million and EUR 36 million in the event of a significant rise in mortality rates due to major pandemics, natural catastrophes or terrorist attacks. In 2009, SCOR Global Life extended the protection offered by the 1st tranche by arranging an additional tranche with a lower attachment point. The Mortality Swaps reduced SCOR's exposure to major mortality shock events. The agreements, which ran for a risk period from 1 January 2008 to 31 December 2011 and 1 January 2009 to 31 December 2011 respectively, matured on 15 January 2012.
As part of the "Capital shield" policy of the Group, contingent capital securities were issued, which are considered as tools of last resort. See "Paragraph 20.1.6 Financial Statements - Notes to the consolidated financial statements, Note 8 - Derivative assets."
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.
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. See Paragraph 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risks – Credit Risk for a description of SCOR's exposures to sovereign bonds.
SCOR is exposed to equity price risk on its equities portfolio. The Group's goal in managing its equities portfolio is to develop a diversified portfolio of high-quality equities that will appreciate over the medium term. It also seeks equities which offer high dividends or are equities which it believes are likely to appreciate in value based on increases in inflation. Equities selection is therefore predominantly based on an analysis of the underlying fundamentals.
Because equities are more volatile than fixed income securities, this asset class is closely and regularly monitored. All equity positions (direct positions and mutual funds) are aggregated and valued daily. This approach allows SCOR to monitor changes in the portfolio and to identify investments with higher-than-average volatility as soon as possible, using alert signals. It also facilitates arbitrage or portfolio re-allocation decisions.
The equity risk is controlled and measured:
To measure the risk, an assumed "equity" beta of 1 is generally used. This assumes that the whole portfolio varies homogeneously and with the same magnitude as the equity market. SCOR therefore uses an instantaneous change in the equity market as a measure of the change in the unrealized capital gains or losses of the equity portfolio.
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.
At 31 December 2012, SCOR's total investments and cash were EUR 22,580 million (EUR 21,429 million as at 31 December 2011). The 2012 increase in total investments and cash as compared to 2011 was mainly due to positive Unrealised Gains and Losses (URGL) developments within SCOR's invested assets and the investment of the Group's strong operating cash flows.
The portion invested in equities decreased from EUR 1,247 million at 31 December 2011 to EUR 1,176 million at 31 December 2012 given the macro-economic and financial environment. Most of the equity investments were in European companies with large market capitalization.
The portion invested in fixed income investments increased from EUR 8,372 million at 31 December 2011 to EUR 9,707 million at 31 December 2012. As set forth in SMV1.1, SCOR maintains a "rollover investment strategy" for its fixed income portfolio in order to have significant 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 2013 and beyond continues to be extremely uncertain, with various possible future outcomes (e.g., a double-dip scenario, a return of inflation or a progressive or sudden rise in interest rates). Its investment strategy is designed to immunize itself as much as possible from the negative consequences of these shocks.
The duration of SCOR's fixed income portfolio including short term investment increased slightly from 2.6 years at 31 December 2011 to 2.7 years at 31 December 2012.
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 2012 against an average rating of "AA" 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 3,601 million at 31 December 2012 of which EUR 1,449 million was invested in government bonds of countries within the EU, primarily Germany, France, the Netherlands and the UK. As at 31 December 2012 SCOR had no government bonds exposure to Greece, Ireland, Portugal, Spain or Italy.
SCOR's total exposure to covered and agency MBS in its investment portfolio was EUR 1,359 million at 31 December 2012. SCOR's total exposure to corporate bonds in its investment portfolio was EUR 3,997 million at 31 December 2012, of which exposures to Greece, Ireland, Italy, Portugal, and Spain was EUR 71 million, primarily in Italy. SCOR's total exposure to structured and securitized products in its investment portfolio was EUR 750 million at 31 December 2012.
The portion invested in real estate investments increased from EUR 499 million at 31 December 2011 to EUR 584 million at 31 December 2012, due to acquisitions of new buildings.
The liquidity, defined as cash, cash equivalent and short term investments, has decreased from EUR 3,055 million at 31 December 2011 to EUR 2,735 million at 31 December 2012.
For further detail on the investment portfolio for the years ended 31 December 2012 and 2011 see "Paragraph 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 2012, 2011 and 2010 see "Paragraph 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 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2012 | 2011 | 2010 | ||||||
| In EUR | In EUR | In EUR | ||||||
| million | % | million | % | million | % | |||
| Real estate investments | 584 | 2.6% | 499 | 2.3% | 378 | 1.8% | ||
| Available-for-sale equities | 1,016 | 4.5% | 1,158 | 5.4% | 1,273 | 6.1% | ||
| Available-for-sale fixed income | 9,651 | 42.7% | 8,334 | 38.9% | 10,188 | 48.8% | ||
| Fair value through income equity investments |
160 | 0.7% | 89 | 0.4% | 31 | 0.1% | ||
| Fair value through income fixed income |
56 | 0.2% | 38 | 0.2% | 9 | 0.1% | ||
| Loans and receivables (excluding | ||||||||
| short term investments) | 8,266 | 36.7% | 8,098 | 37.9% | 7,639 | 36.6% | ||
| Derivative investments | 112 | 0.5% | 158 | 0.7% | 94 | 0.5% | ||
| Short term investments | 1,269 | 5.6% | 1,774 | 8.2% | 259 | 1.2% | ||
| Cash and cash equivalents | 1,466 | 6.5% | 1,281 | 6.0% | 1,007 | 4.8% | ||
| Total | 22,580 | 100% | 21,429 | 100.0% | 20,878 | 100.0% |
See Paragraph 20.1.6 - Notes to the financial statements, Note 6 - Insurance Business Investments for a breakdown of amortized costs and estimated fair values of fixed income investments by major type of security, including fixed income securities held to maturity and available for sale as at 31 December 2012, 2011 and 2010.
SCOR is exposed to credit risk on the fixed income securities in its investment portfolio. See Paragraph 4.1.14 SCOR is exposed to losses due to counterparty default risks or credit risk. See also Paragraph 20.1.6 – Notes to the financial statements, Note 26 – Insurance and Financial Risks – Credit Risk. SCOR mitigates these risks by implementing a policy of geographic and sector diversification. Limits by counterparty exposure and by rating are also defined. An expost 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 following table presents SCOR's fixed income securities by counterparty credit quality, including fixed income securities classified as trading, at 31 December 2012 and 2011:
| As at December 2012 Net carrying value in EUR million |
% | As at 31 December 2011 Net carrying value in EUR million |
% | |
|---|---|---|---|---|
| AAA | 3,120 | 32.2% | 3,079 | 36.8% |
| AA | 2,767 | 28.5% | 2,114 | 25.3% |
| A | 1,944 | 20.0% | 1,784 | 21.3% |
| BBB | 1,146 | 11.8% | 1,022 | 12.2% |
| below BBB | 605 | 6.2% | 272 | 3.2% |
| Unrated | 125 | 1.3% | 101 | 1.2% |
| Total | 9,707 | 100% | 8,372 | 100.0% |
See "Paragraph 20.1.6 - Notes to the financial statements, Note 6 - Insurance Business Investments" for a breakdown of fixed incomes securities included in the Group's portfolio by remaining maturity at 31 December 2012 and 2011.
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 | 2012 | 2011 | 2010 | |||
|---|---|---|---|---|---|---|
| By division | ||||||
| SCOR Global P&C | 4,650 | 49% | 3,982 | 52% | 3,659 | 55% |
| SCOR Global Life | 4,864 | 51% | 3,620 | 48% | 3,035 | 45% |
| Total | 9,514 | 100% | 7,602 | 100% | 6,694 | 100% |
| By sub-division | ||||||
| Non-Life reinsurance | ||||||
| Treaties | 2,502 | 54% | 2,085 | 52% | 1,864 | 51% |
| Business Solutions (facultative) | 616 | 13% | 538 | 14% | 483 | 13% |
| Specialty Treaties | 935 | 20% | 925 | 23% | 868 | 24% |
| Joint Ventures & Partnerships | 597 | 13% | 434 | 11% | 444 | 12% |
| Total SCOR Global P&C | 4,650 | 100% | 3,982 | 100% | 3,659 | 100% |
| Life reinsurance | ||||||
| Life | 3,182 | 65% | 2,132 | 59% | 1,578 | 52% |
| Life Financing Reinsurance | 553 | 11% | 492 | 14% | 535 | 18% |
| Critical Illness | 220 | 5% | 177 | 5% | 137 | 4% |
| Disability | 278 | 6% | 239 | 7% | 253 | 8% |
| Long-Term Care | 150 | 3% | 154 | 4% | 136 | 4% |
| Annuities | 11 | 0% | 9 | 0% | 47 | 2% |
| Health | 293 | 6% | 311 | 8% | 292 | 10% |
| Personal Accident | 123 | 3% | 98 | 3% | 57 | 2% |
| Longevity | 54 | 1% | 8 | 0% | 0 | 0% |
| Total SCOR Global Life | 4,864 | 100% | 3,620 | 100% | 3,035 | 100% |
See "Paragraph 20.1.6 - Notes to the financial statements, Note 2 - Segment information, for further detail on the results of the divisions.
6.2.2 DISTRIBUTION BY GEOGRAPHIC AREA
In 2012, SCOR generated approximately 42% of its gross written premiums in Europe (2011: 49%), with significant market positions in France, Germany, Spain and Italy, 39% of its gross written premiums in North America, including Bermuda and the Caribbean region (2011: 31%) and 19% of its gross written premiums in Asia and in the rest of the world (2011: 20%).
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 | 2012 | 2011 | 2010 | 2012 | 2011 | 2010 | 2012 | 2011 | 2010 |
| Europe | 3,981 | 3,709 | 3,572 | 1,716 | 1,686 | 1,660 | 2,265 | 2,023 | 1,912 |
| Americas | 3,697 | 2,376 | 1,823 | 2,462 | 1,393 | 913 | 1,235 | 983 | 910 |
| Asia | |||||||||
| Pacific/Rest | |||||||||
| of World | 1,836 | 1,517 | 1,299 | 686 | 541 | 462 | 1,150 | 976 | 837 |
| Total | 9,514 | 7,602 | 6,694 | 4,864 | 3,620 | 3,035 | 4,650 | 3,982 | 3,659 |
Please refer to http://www.scor.com/en/investors/ratings.html for a summary of SCOR's ratings.
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+'.
On 15 December 2011, Moody's Investors Service affirmed the A2 insurance financial strength ratings (IFSR) of SCOR SE (SCOR) and various guaranteed subsidiaries, and SCOR's Baa1 (hyb) subordinated debt rating. The rating outlook remained positive.
On 28 October 2011, Standard & Poor's Ratings Services reaffirmed its 'A' Financial Strength Rating and Counterparty Credit Rating. The Outlook on all entities remained positive.
On 3 May 2011, Fitch Ratings affirmed SCOR's Long-term Issuer Default Ratings (IDRs) and Insurer Financial Strength (IFS) ratings at 'A', respectively. The Outlook on the IDR and IFS remained positive
On 27 April 2011, Standard & Poor's Ratings Services affirmed its 'A' long-term counterparty credit and insurer financial strength ratings on, as well as on SCOR's guaranteed subsidiaries. The outlook on all entities remained positive.
On 26 April 2011, Moody's Ratings affirmed its A2 insurance financial strength, outlook positive and its rated subsidiaries after the acquisition of the life mortality business of Transamerica Re.
On 26 April 2011, A.M. Best Europe affirmed the financial strength rating (FSR) of A (Excellent) and the issuer credit rating (ICR) of "a" of SCOR SE and its subsidiaries. Concurrently, A.M. Best affirmed the subordinated debt ratings. The outlook for all ratings remained stable.
On 7 October 2010, Moody's raised the outlook on the "A2" Insurer Financial Strength Rating (IFSR) of SCOR SE and its main subsidiaries from "stable" to "positive". According to the rating agency, this decision reflected "SCOR's good franchise, diverse book of reinsurance business, excellent asset quality, and relatively low financial leverage. Furthermore, the Group's senior management has demonstrated a consistent business strategy."
On 1 October 2010, Standard & Poor's raised the outlook on the "A" rating of SCOR SE and its main subsidiaries from "stable" to "positive". According to the rating agency, "the outlook revision reflected our view of the positive momentum in SCOR's financial profile. This mainly stems from the group's improved earnings, strong capitalization, and a strong enterprise risk management (ERM) program."
On 10 September 2010, A.M. Best upgraded the Insurer Financial Strength and Long-Term Credit and ratings of SCOR SE and its main subsidiaries from "A-" to "A"(Excellent) and "a-" to "a" respectively. According to the rating agency, this decision reflected "the continuing resilience of SCOR's risk-adjusted capitalization, its consistent operating performance and the quality of its enterprise risk management".
On 24 August 2010, Fitch Ratings upgraded the outlook on the "A" rating of SCOR SE and its subsidiaries from "stable" to "positive" for Insurer Financial Strength (IFS) and Long-term Issuer Default Ratings (IDRs). Fitch notably indicates that this upgrade took account of "the resilience of the group's financial strength, due to its conservative investment policy, reduced debt leverage and continued strong capital adequacy amid volatile financial markets and a less favorable claims environment. The ratings also took SCOR's strong business and risk diversification, solid business position and resilient profitability into account".
On 6 March 2010, STOXX announced SCOR's addition to its "EuroStoxx Select Dividend 30" index. The underlying component data (new numbers of shares and free-float factors) for all indices have been announced on 12 March 2010 after the close of European markets. The listing became effective on 19 March 2010 after the close of the European markets. SCOR SE was chosen as one of five new securities to join the EuroStoxx Select Dividend 30 (which is an index listing the 30 most attractive European companies in terms of dividends).
Please refer to "Paragraph 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 cedants, 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 computer system failure, are inherent in SCOR business, 4.2.1 – SCOR faces risks related to its fixed income investment portfolio, 4.2.2 – SCOR faces risks related to its equitybased portfolio, 4.3 – Liquidity risks, 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 U.S. and Bermudian reinsurers (for example, PartnerRe, 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 2012 and 2011, serving more than 4,000 clients.
The 1 January 2012 renewals confirmed the trend observed in 2011 towards the recovery of the insurance and reinsurance markets. In this environment, SCOR strengthened its positions by demonstrating a strict underwriting policy and prudent pricing. These renewals meant that SCOR was able to confirm the commitments set out in its strategic plan "Strong Momentum V1.1" for its P&C reinsurance business.
The 1 January 2012 renewals were concluded after a year marked by an exceptional series of natural catastrophes, which included a number of different events with varying levels of severity. Throughout the past year, SCOR has demonstrated the soundness of its business model, based on diversification that is simultaneously high and controlled. Its risk management and capital shield strategy has enabled SCOR to absorb major shocks and approach the renewals under favorable conditions. The success of these renewals is due to SCOR's extensive knowledge of the Group's markets and clients, and to its ability to benefit from confirmed market fragmentation whilst seizing profitable growth opportunities.
The key takeaways of the 1 January 2012 renewals for SCOR were as follows:
(1) By Net Reinsurance premiums written, source: "S&P Global Reinsurance Highlights 2012" (excluding Lloyd's of London)
Aviation) and a prudent assessment of pricing developments in the business lines most exposed to the hazards of the economic situation (Credit, Construction All Risks/Erection All Risks, Marine). Contracts linked to natural catastrophe risks were renewed with coverage and price conditions that took account of recent experience, particularly in Asia-Pacific (prices up by 29.9%) and on the American continent (+13.2%);
These developments were in line with the expectations in terms of pricing evolutions voiced at the 2011 Rendez-Vous de September in Monte Carlo, and were also in line with the figures set out in the strategic plan "Strong Momentum V1.1", which anticipate (1) organic growth of 9% per year, and (2) a combined ratio of 95-96%.
The renewals also enabled the Group to gauge the progress achieved in terms of implementing the various different initiatives set out in the "Strong Momentum" plan, and more specifically:
On a business segment level, the main developments were as follows:
In the Non-Life Treaty segment:
In the Specialty Treaty segment:
In accordance with the "Strong Momentum" plan, the Group continued to re-balance its natural catastrophe portfolio by increasing its exposure to natural catastrophes in the United States, a market that benefitted from a relatively more favorable pricing dynamic of around +13.2%, compared to an increase of +4.6% in Europe.
The natural catastrophes that occurred in 2011 mainly impacted the Asia-Pacific region, and the Group recorded price rises of 29.9% for natural catastrophe business in this region at January 1, 2012. Nevertheless, SCOR chose to leave its exposure unchanged in the countries affected.
On 26 April 2012, SCOR announced that in fragmented market conditions, SCOR continued to apply the profitability criteria defined in its strategic plan Strong Momentum V1.1., and pursued its policy of strict underwriting and prudent pricing in its various lines of business.
SCOR Global P&C (SGPC) recorded growth of 11% at constant exchange rates from the EUR 328 million of premiums up for renewal at 1 April 2012, with no increase in exposure to natural catastrophes. During these renewals, SGPC continued to actively manage its risk portfolio, enabling it to achieve an average weighted price increase of 7% whilst reinforcing the quality of its portfolios: 7% of the business up for renewal were cancelled or restructured.
The global pricing increase of around 7% benefited from the trends observed in natural catastrophes (+17%), particularly in Asia (+19%) and to a lesser degree in the United States (+ 10%), regions in which most of the nat cat premiums renewed in April were concentrated. The expected profitability of business renewed in April, measured by projections of the combined ratio and returns on allocated capital, was up sharply for both Non-life and Specialty treaties, with an improvement of around 2.5 points on each of the two ratios compared to the same projections made during the renewals of April 2011.
The premiums up for renewal, which represented around 11% of the total annual volume of treaty premiums, were distributed between treaties (69%) and Specialty treaties (31%) in three geographic areas: Asia (70%), Americas (22%) and EMEA (8%).
On a business line level, the main developments of the 1 April 2012 renewals were as follows:
In Non-Life Treaties: premiums were up by 16% and recorded a pricing increase of around 10%, with no increase in exposure. This increase in the volumes underwritten and in prices was mainly linked to renewals in Asia, and more specifically in Japan and India. These two countries represented three quarters of the treaty premiums renewed at 1 April 2012, and each recorded growth of 25%. Premiums underwritten in Asia benefited from sharp price increases and significant improvements to coverage conditions, in both direct insurance and reinsurance.
In the Americas, the volume of premiums underwritten was down by 9%. This change was due to contrasting trends, between strong growth in Latin America (+16%) and a significant decline in the United States (- 23%, although this related to a limited premium volume of EUR 31 million), where SGPC reduced its exposure in certain lines of business that no longer offer the levels of profitability expected.
Finally, SCOR achieved growth of 26% in EMEA, benefiting from pricing conditions up by 3.8% and expanding its business franchise with new cedants.
In Specialty Treaties: SGPC chose not to renew certain contracts, concentrating instead on improving the profitability of its portfolio, which remained stable in terms of volume and price. The fall in volumes in both Credit & Surety (- 6%) and in Agriculture was due to a small number of treaties. The Marine and Construction business lines, which benefited from more satisfactory pricing conditions, recorded growth of 17.1% and 13.2% respectively.
On 24 July 2012, SCOR announced that during the June-July renewals, SCOR Global P&C (SGP&C) delivered a strong 24% premium increase at constant exchange rates to EUR 462 million. Prices were up 3% compared to 2011 and conditions met expectations, thereby helping to improve year-to-date expected technical profitability, which was in line with the objectives of Strong Momentum V1.1.
Around 12% of the annual P&C treaty premiums were up for renewal at June-July 2012. The EUR 372 million premiums up for renewal were mainly from Latin America (27% of the total), the US (24%), China (14%) and Australia (10%), split evenly between Specialty Lines (53%) and Treaties (47%).
These renewals benefitted from the Group's excellent franchise and market positions, which were reinforced by the recent rating upgrades. On a year-to-date basis, prices were up 3%, and the expected operational performance from renewed and newly underwritten business met all internal profitability targets.
P&C Treaties: premiums were up by 26% to EUR 220 million, with prices increasing by around 3% on average. This was a testimony to the fact that the Group was continuing to broaden and further deepen its franchise on a global scale. The portfolio continued to be actively managed, with around 12% of treaties having been either cancelled or restructured.
Specialty Line Treaties: premiums were up by 23% to EUR 242 million, with prices increasing on average by around 2%. Key drivers of this growth were:
In 2012, SCOR Global Life continued with the process to integrate the portfolio and organization acquired from Transamerica Re into SCOR Group. This includes the combination with the existing business and organization of SCOR Global Life in the U.S., formerly located in New York.
Starting in early 2012, SCOR Global Life novated and transferred portfolios included in the 2011 Transamerica Re business acquisition related to cedants and risks in Europe, Asia/Pacific and Latin America to its local representative units in line with the global market structure in order to harmonize customer relationships.
In Europe, SCOR Global Life (SGL) continued its strategy of implementing a simplified legal structure combined with operational optimizations. SGL initiated a project to integrate the business of Sweden Re in the legal entity SCOR Global Life SE by establishing a branch in Stockholm, and merge SCOR International Reinsurance Ireland Ltd., with SCOR Global Life Reinsurance Ireland Ltd.. As per 1 January 2013, both legal restructurings took place.
In 2012, SCOR Global Life increased its new business premium compared to 2011, with emerging markets (such as Latin America, Asia/Australia), Central and Eastern Europe, Canada and UK/Ireland as the main contributors. The longevity team created in London in 2011 in order to participate in the attractive market segment was one main contributor to the UK premium growth in 2012 from treaties generated in 2011 and 2012.
In 2012, critical illness, disability and personal accident were the lines of business showing the strongest premium growth within the SCOR Global Life portfolio, with both new treaties and increased business with existing clients as the main drivers. The strong premium increase of 34.4% in life business compared to 2011 was driven by the full year contribution of the portfolio from Transamerica Re acquisition compared to 5 months after the acquisition as per 9 August 2011 supported by the favorable foreign exchange rate development in this line of business.
The evolution of life reserves follows SCOR Global Life's portfolio movements with a total increase of gross reserves by EUR 109 million.
The solid operating profitability of SCOR Global Life was achieved thanks to a robust technical performance across most regions and lines of business.
The total number of SCOR Global Life clients amounts to approximately 1,900 after the Transamerica Re acquisition.
| 7.1 | Brief description of the Group and of the position of the issuer |
79 |
|---|---|---|
| 7.2 | List of issuer's significant subsidiaries |
81 |
The main operational entities of the Group are presented in the chart below:
SCOR


The Group company which 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 organisational choices.
SCOR's Non-life division reinsurance operations are conducted under the supervision and management of SCOR Global P&C SE. The latter carries out its operations through European branches in Spain, Italy, Switzerland, the U.K. and Germany, and a network of dedicated subsidiaries, branches and representative offices in the U.K., the Americas and Asia-Pacific, as well as composite Non-Life/Life subsidiaries and branches in Russia, South Africa, China, Hong Kong and South Korea.
The Life division operations are conducted primarily under the supervision and management of the SCOR Global Life SE. The latter carries out its operations through branches in Germany, the U.K., Italy, Spain, Switzerland, Austria, Netherlands, Sweden, Canada and in Asia, representative office in Belgium as well as through SCOR Global Life Americas in the U.S., SCOR Global Life Reinsurance Ireland as well as composite Non-Life/Life subsidiaries and branches in Russia, South Africa, China and South Korea 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, applications and data exchange platforms, which allow local access to centralized risk analysis, underwriting or pricing databases and also give 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, modellers, claims experts and risk controlers across its various geographic markets and business lines.
On 29 October 2008, SCOR announced the creation of SCOR Global Investments SE, which is contemplated to manage, directly or indirectly, the global investment portfolio of all the Group's legal entities. SCOR Global Investments SE has been approved by the AMF as a portfolio management company as from 15 May 2009. On 8 July 2011, the newly incorporated subsidiary, SCOR Alternative Investments SA, was registered by the Commission de Surveillance du Secteur Financier (CSSF) in Luxemburg as a company in charge of the management of the portfolio of assets specialized in the asset class, known as "Insurance-Linked Securities" (ILS).. On 31 August 2011, SCOR launched Atropos SICAV-SIF ("Atropos"), ILS fund dedicated to insurance risks, which is managed by its subsidiary SCOR Alternative Investments SA and domiciled in Luxemburg. SCOR SE wholly owns its operating subsidiaries (excluding the shares held by Directors). SCOR SE also makes loans to its subsidiaries and issues them guaranties 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 Switzerland and in Germany through its branches, as SCOR Global Life SE does. 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 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), 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 17 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).
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 finalised the sale of its subsidary Investors Insurance Corporation (IIC) to Athene Holding Ltd., as initially announced on 16 February 2011. This sale of SCOR's US fixed annuity business, for USD 55 million, is in line with the Group's strategy to develop its Life reinsurance activities around biometric risks, as set out in the Group's strategic plan for the period 2010-2013, "Strong Momentum". The transaction is also freeing up significant regulatory and rating capital.
Further to the acquisition, on 9 August 2011, of the mortality reinsurance business of Transamerica Reinsurance, SCOR Global Life reorganised its activities in the U.S. 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).
Since 2008, SCOR restructured its operations around six regional management platforms, or Hubs: Paris, Zurich, London, Cologne, 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:
The Hubs are not responsible for underwriting or claims management. The local underwriting and claims management teams have direct reporting lines within the respective Non-Life and Life divisions. Hub shared service costs are allocated to the divisions based on a headcount allocation key.
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. Financial Statements - 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, Charlotte, North Carolina, has become a key location for the Life division. As part of the integration of the Transamerica Re business, Charlotte will join New York as a key competence center of the Americas Hub.
(1) Paris Hub : South Africa, Russia and the whole Europe except Germany, Austria, Switzerland, Sweden and UK ; Zurich Hub : Switzerland and one subsidiary in Guernsey ; Koln Hub : Germany, Austria and Israël ; London Hub: UK, Ireland and Sweden; Singapour Hub: the whole Asia, Australia ; Américas Hub: North America and South America
| 8.1 | Major existing or planned property, plant and equipment |
85 |
|---|---|---|
| 8.2 | Environmental issues that may affect the utilization of property, plants and equipment |
85 |
SCOR owns offices in Paris (France), Cologne (Germany), London (U.K.), 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 2012, the building was 53% occupied by SCOR for its London Hub office. The remaining part was rented to third parties.
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 (See section 20.1.6.5 Tangible assets and real estate investments). 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 (See section 20.1.6.5 Tangible assets and real estate investments).
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 – Unconsolidated corporate financial statements of SCOR SE 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 real estate investments.
Refer to the environmental report in Appendix D - Paragraph 4 – Environmental impact of SCOR's activitie.
| 9.1 Financial position |
88 | |
|---|---|---|
| --------------------------- | -- | ---- |
9.2 Operating results 89
The financial data of the SCOR Group is presented in "Paragraph 3 – Selected financial data" and in "Paragraph 20.1 – Historical financial information: consolidated financial statements." The commentary below is based on the financial data presented in the aforementioned paragraphs.
Refer also to "Paragraph 20.1.6 – Notes to the consolidated financial statements, Note 1 – Accounting principles and methods and Note 26 – Insurance and financial risks."
The 2012 results and balance sheet strength 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. For the January 2013 renewals, SCOR was well-positioned to benefit from its improved industry position to combine strong premium growth and positive price changes.(Refer to "Paragraph 12 – Trend information").
After dividend 2012 payments, shareholders' equity increased from EUR 4,410 million at 31 December 2011 to EUR 4,810 million at 31 December 2012. In 2011, SCOR's shareholders' equity increased by 5.8 % before the impact of dividends and after the EUR 76 million increase in capital corresponding to an increased number of outstanding shares of 4.3 million following the triggering of the Contingent Capital first tranche on 6 July 2011 (consolidated shareholders' equity was EUR 4,352 million at 31 December 2010).
Total investment and cash, amounted to EUR 22.6 billion at 31 December 2012 as compared to EUR 21.4 billion and EUR 20.9 billion at 31 December 2011 and 2010, respectively.
SCOR maintained its conservative asset management policy whilst executing a prudent inflection program directed to improve the return of its invested assets whilst keeping a strong focus on liquidity management. As indicated in September 2010 in the "Strong Momentum" strategic plan, and confirmed in the version "Strong Momentum" season 3 presented on 6 September 2012, the Group maintained a "rollover investment strategy" for its fixed income portfolio in order to have significant financial cash flows to reinvest in the event of a sudden change in the economic and financial environment, whilst seizing market opportunities.
The Group's liquidity, defined as cash, cash equivalent and short term investments, which is well diversified across a limited number of banks and placed primarily in government securities and short-term investments with maturities less than 12 months, stands at EUR 2.7 billion at the end of 2012, down from EUR 3.1 billion at the end of 2011 (EUR 1.3 billion at 31 December 2010).
Positive operating cash flow amounted to EUR 761 million in 2012, compared to EUR 530 million in 2011 (and EUR 656 million in 2010) with strong contributions from both Life and P&C operations. The increase in 2012 cash flow was positively impacted by lower than expected payments for 2011 catastrophe losses by SCOR Global P&C. The 2012 operating cash flows were also impacted by tax payments and retro recoveries from prior years. The reduction in 2011 cash flow, was mainly due to SCOR Global P&C payments in respect of catastrophe losses and to timing of cash flows for SCOR Global Life.The Group has a financial debt leverage position of 19.9% at 31 December 2012, as compared to 17.8 % at 31 December 2011 and 9.8% at 31 December 2010. 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 3 years is primarily due to debt issuances in 2011 and 2012. 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. In addition, on 11 May 2011, SCOR reopened this note and issued an additional 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 this perpetual subordinated notes by CHF 65 million. In addition, SCOR actively managed its liabilities, buying back in 2012 an existing debt for 80% of its EUR 50 million par value.
Book value per share(2) stands at EUR 26.18 at 31 December 2012 as compared to EUR 23.83 and EUR 23.96 at 31 December 2011 and 2010, respectively.
(1) The calculation of the leverage ratio excludes accrued interest from debt and includes the swaps effect related to the CHF 650 million and CHF 315 million subordinated debt issuance. As at 31 December 2011, the calculation of debt taken into account in the ratio did not exclude accrued interest and therefore the ratios published in the 2011 Registration Document and previous financial reporting was 18.1% as at 31 December 2011 and 9.9% as at 31 December 2010. (2) Refer to "Paragraph 9.2.6 – Ratios' calculation of financial ratios".
This paragraph includes comments on both the current year operating results as well as comparisons to prior years.
Gross written premium for the year ended 31 December 2012 amounted to EUR 9,514 million, an increase of 25.1% at compared to EUR 7,602 million in 2011. The overall increase in gross written premium of EUR 1,912 million in 2012 is due to an increase for SCOR Global P&C of EUR 668 million and an increase of EUR 1,244 million for SCOR Global Life, primarily driven by the business acquisition of the mortality portfolio of Transamerica Re that in 2012 contributed EUR 1,693 million to gross written premiums (compared to EUR 677 million of gross written premiums for the five months period after the acquisition in 2011).
Gross written premium for the year ended 31 December 2011 amounted to EUR 7,602 million, an increase of 13.6% at compared to EUR 6,694 million in 2010. The overall increase in gross written premium of EUR 908 million in 2011 is due to an increase for SCOR Global P&C of EUR 323 million. An increase of EUR 585 million for SCOR Global Life was primarily driven by the premium from the acquired mortality business of Transamerica Re. This more than offset the negative FX impact in 2011, and reduction in premium from the US Equity Index Annuity Business (EIA) due to the sale of SCOR's US fixed annuity business on 19 July 2011. SCOR Global Life did not write any EIA business in 2011 compared to EUR 32 million in 2010.
Net earned premium for the year ended 31 December 2012 amounted to EUR 8,399 million as compared to EUR 6,710 million and EUR 6,042 million for the years ended 31 December 2011 and 2010, respectively. The overall increase in net earned premium of EUR 1,689 million from 2011 to 2012 and EUR 668 million from 2010 to 2011 is consistent with the increase in gross written premiums.
Net investment income(1) for the year ended 31 December 2012 amounted to EUR 566 million as compared to EUR 624 million and EUR 690 million for the years ended 31 December 2011 and 2010, respectively (2) . The net return on investments in 2012 was 2.7% compared to 3.2% in 2011 and 3.4% in 2010 (3) . The decrease in investment income is mainly due to the low yield environment and higher impairments on equity portfolio. With 2012 markets characterised by high volatility and erratic behaviour, 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 2012 was 3.0% as compared to 3.7% in 2011 and 4.0 % in 2010.
Gross benefits and claims paid were EUR 6,613 million, EUR 5,654 million and EUR 4,791 million in 2012, 2011 and 2010, respectively(4) .
The net results of the Group's retrocession program were EUR (189) million, EUR (7) million and EUR (160) million in 2012, 2011 and 2010, respectively.
However, the impact of alternative retrocession coverage, Atlas V, Atlas VI (SCOR Global P&C) and the mortality swaps (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 2012 in other operating expenses related to Atlas Cat Bonds were EUR 50 million excluding Altas VII series placed in November 2012 accounted for as a reinsurance contract starting 2013, beginning of the coverage period (2011: EUR 31 million including the Atlas VI 2011 series placed in December 2011, excluding one-time set up costs for the 2011 series of EUR 3 million included as financing expenses).
The Group cost ratio (5), 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 5.3 % for the
(1) Refer to "Paragraph 9.2.6 – Calculation of financial ratios".
(2) Net investment income better reflects the performance of assets invested by SCOR and therefore has replaced the investment income disclosed in the 2011 Registration Document and previous financial reporting.
(3) The net return on investments published in the 2010 Registration Document was 3.2 % for 2010. The difference is due to a new presentation by segment following the creation of a new cost center unit (see "Paragraph 20.1.6.2 – Segment information").
(4) Gross benefits and claims paid were EUR 4,782 in 2010 The difference is due to the creation of a new cost center unit (see "Paragraph 20.1.6.2 – Segment information").
(5) Refer to "Paragraph 9.2.6 – Calculation of financial ratios".
year ended 31 December 2012 down from 5.5% in 2011 and 2010 (1) . The total expense base for the years ended 31 December 2012, 31 December 2011 and 31 December 2010 was EUR 589 million, EUR 468 million and EUR 421 million respectively, on a comparative basis.
Operating income for the year ended 31 December 2012 amounted to EUR 645 million as compared to EUR 323 million in 2011 and EUR 490 million in 2010. The 2012 operating income has 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.
The 2011 operating income has been affected by the high frequency and severity of natural catastrophes especially in the first and last quarters of 2011, partially offset by the active SCOR Global Investment asset portfolio management, the positive technical developments of SCOR Global Life and by SCOR Global P&C low attritional loss level of 57.6%.
The 2010 operating income has been positively influenced by the active SCOR Global Investment asset portfolio management, the positive technical developments on SCOR Global Life and on SCOR Global P&C low attritional loss level, which more than compensated for the high frequency and severity of natural catastrophes, especially in the first quarter of 2010.
SCOR generated a net income of EUR 418 million in 2012, compared to EUR 330 million and EUR 419 million respectively for the years ended 31 December 2011 and 2010. 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 performances both SCOR Global Life and SCOR Global P&C and the prudent asset management policy of SCOR Global Investments which safeguarded shareholders' interests whilst delivering solid returns. In 2012, the effective tax rate was 20.4%. This results 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.
The 2011 net income was affected by an extraordinary series of natural catastrophes, especially in the first and final quarters of the year, while benefiting from a positive underlying performance of SCOR Global P&C and SCOR Global Life, a prudent asset management policy and a gain from bargain purchase related to the acquisition of the mortality business of Transamerica Re of EUR 127 million. In 2010, the Group benefited from the favorable tax law change in France regarding the taxation of the statutory capitalization reserve resulting in a positive impact of EUR 42 million as well as from the reactivation of deferred tax assets of the Non-Life entities in the US.
Return on equity(2) was 9.1%, 7.7% and 10.2% for the years ended 31 December 2012, 2011 and 2010 respectively. Basic earnings per share were EUR 2.27, EUR 1.80 and EUR 2.32 for the years ended 31 December 2012, 2011 and 2010.
SCOR Global P&C is a leading P&C reinsurer with a focus on European markets and a strong position in Latin America, the Asian markets and the Middle East.
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.
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 2011, SCOR Global P&C continued to actively execute its P&C treaty business portfolio management strategy by further expanding Non-proportional business and improving geographic diversification towards Asia and the Americas.
The increase in SCOR Global P&C premium in 2010 is consistent with expected growth and reflects successful renewals achieved throughout the year and across the targeted portfolio.
In 2012, gross premium written increased by 17% compared to 2011, of which 6% points were linked to foreign exchange impact (particularly due to the appreciation of the US Dollar). At constant exchange rate the growth was 11%, above the 9%- 10% gross written premium increase announced in Strong Momentum. The growth was mainly driven by the improved performances of lines of business in P&C treaties and natural catastrophes and by improved geographical diversification towards Asia and the Americas.
(1) The Group cost ratio published in the 2010 Registration Document was 5.6 % as at 31 December 2010. The total expense base previously published was EUR 404 million in 2010. The difference is due to the creation of a new cost center unit (see "Paragraph 20.1.6.2 – Segment information").
(2) Refer to "Paragraph 9.2.6 – Calculation of financial ratios".
In 2011, gross written premiums have increased by 8.8% at current exchange rate to EUR 3,982 million versus EUR 3,659 million in 2010. SCOR Global P&C strong January, April and July 2011 renewals confirmed SCOR's excellent position in the reinsurance industry, as well as the validity of its hypotheses on the evolution of the reinsurance environment released in September 2010 in Monte Carlo, in anticipation of the renewal season. The evolution in gross written premiums in 2011 confirms a stable expected technical profitability and return on capital, in line with the objectives of the "Strong Momentum" plan, due to dynamic management of the portfolio.
In 2010, gross written premiums have increased by 12.2% at current exchange rate to EUR 3,659 million versus EUR 3,261 million in 2009. Due to its improved standing in the industry and its continued momentum, SCOR Global P&C delivered strong January, April and July renewals confirming the strength and depth of SCOR 's business franchise.
SCOR Global P&C achieved a net combined ratio(1) of 94.1 % in 2012 against 104.5 % in 2011 and 98.7 % in 2010 (2) . The improvement of the combined ratio was in line with expectations in spite of the main events in 2012 mostly hurricane Sandy, Costa Concordia shipwreck, worldwide climate disturbances impacting agriculture in the United States and Brazil, and developments on the floods in Thailand. Natural catastrophes had a 7.6% impact on the Group net combined ratio for year end 2012 compared to a 18.5% impact in 2011.
In 2011, the deterioration of the net combined ratio was attributable to the exceptional impact of natural catastrophes particularly the first half and last quarter of 2011.
The following table highlights losses due to catastrophes for the years 2012, 2011, and 2010:
| At 31 December | |||
|---|---|---|---|
| 2012 | 2011 | 2010 | |
| Number of catastrophes occurred during the financial year (1) | 10 (7) | 15 (5) | 17 (4) |
| In EUR million | |||
| Losses and loss adjustment expenses due to catastrophes, gross | (8) 355 |
949 | 346 |
| Losses due to catastrophes, net of retrocession (3) | 307(8) | 636 | 317 |
| Group net loss ratio (2) | (8) 65.5% |
76.6%(6) | 71.2% |
| Group net loss ratio excluding catastrophes | (8) 57.9% |
58.1%(6) | 61.6% |
(1) 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
(2) Loss ratios are calculated on the basis of Non-Life claims, expressed as a percentage of Non-Life premiums earned
(3) Net of recoveries and reinstatement premiums (assumed and retrocession)
(4) Earthquakes in Chile, Haïti and New Zealand, floods in Saudi Arabia, Eastern Europe, China, Pakistan, Poland, Germany and Australia, storm Xynthia, Typhoon Kompasu, Melbourne hailstorm in Australia, East coast USA, Catalonia (Spain) and Scandinavian snow storms, rainfalls in Denmark, storm in Brazil
(5) Earthquakes in Japan and New Zealand, floods in Australia, Denmark, Thailand and Montana (USA), cyclone Yasi (Australia), hurricane Irene (USA), Tornadoes and storms in the USA, forest and wildfires in Canada and Texas (USA)
(6) The 2011 Combined ratio includes a EUR 47 million (pre-tax) positive effect (1.4 % pts) related to settlement of the subrogation action undertaken by World Trade Center Property insurers against the Aviation insurers
(7) Excluding floods in Thailand (2011 event) and including : Hurricane Sandy, Dagmar Storm, Oklahoma Tornadoes, Tornadoes in Southern United States, May Earthquakes (20 & 29/05/2012) in Italy, Montreal Rainstorm, Alberta Hail Storm, Typhoon Bolaven, Costa Rica Earthquake
(8) Thailand floods 2011 event's development impact is included in 2012 cat ratio
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:
| Cat losses | Date of loss | Estimated losses as at 31 December 2012 |
|---|---|---|
| Earthquake in Italy | 20 May 2012 | 26 |
| Earthquake in Italy | 29 May 2012 | 21 |
| Dagmar Storm (Norway ) | Late December 2011 | 11 |
| Alberta Hail Storm (Canada) | August 2012 | 12 |
| Hurricane Sandy (USA) | October 2012 | 137 |
| Other (less than EUR 10 million) | 2012 | 25 |
(2) The net combined ratio published in the 2010 Registration Document was 98.9 %. The difference is due to the creation of a new cost center unit (see Section 20.1.6.2 – Segment information).
(1) Refer to "Paragraph 9.2.6 – Calculation of financial ratios".
In 2011, SCOR was affected by the following catastrophes which resulted in net estimated losses greater than EUR 10 million as at 31 December 2011:
| Cat losses | Date of loss | Estimated loss as at 31 December 2011 In EUR million |
Adjusted estimated loss as at 31 December 2012 In EUR million |
|---|---|---|---|
| Floods in Queensland (Australia) | January 2011 | 28 | 26 |
| Cyclone Yasi in Australia | February 2011 | 12 | 16 |
| Melbourne floods (Australia) | February 2011 | 12 | 12 |
| Lyttleton Earthquake in New Zealand | February 2011 | 110* | 113 |
| Earthquake in Japan | March 2011 | 192 | 180 |
| Tornadoes in Alabama (USA) | April 2011 | 18 | 17 |
| Tornadoes in Missouri (USA) | May 2011 | 13 | 14 |
| Storm in Arizona (USA) | October 2010** | 11 | 11 |
| Forest fire in Slave Lake (Canada) | June 2011 | 10 | 10 |
| Earthquake in New Zealand | June 2011 | 13 | 12 |
| Floods in Denmark | July 2011 | 38* | 44 |
| Floods in Thailand | October 2011 | 138 | 213 |
| Other natural catastrophes (less than EUR 10 million) | 2011 | 41 | 42 |
(*) Resulting from best apportionment recoveries from Annual Aggregate cover based on expected payment patterns and subject to further adjustment depending upon actual payment patterns
(**) Late information received from cedents in 2011
In 2010, SCOR was affected by the following catastrophes which resulted in net estimated losses greater than EUR 10 million:
| 31 31 December December 2011 2011 17 Earthquake in Haïti January 2010 18 17 101 Earthquake in Chile February 2010 106 101 16 Wind storm Xynthia February 2010 17 18 13 Scandinavian winter losses February 2010 12 14 33 Floods in Eastern Europe May 2010 28 32 11 Floods in Poland and Germany August 2010 10 12 |
|---|
| 10 Rainfalls in Denmark August 2010 11 9 |
| September 73 2010 earthquake in New Zealand/ Floods in 2010/ December 65 70 Australia 2010 |
| other natural catastrophes (less than EUR 10 58 2010 51 57 million) |
SCOR Global Life offers a broad range of reinsurance facilities for individual and Group life insurance, life financing reinsurance, annuities, health, disability, critical illness, long term care and personal accident.
In 2012, SCOR Global Life continued to grow profitably in a competitive life reinsurance market. It succeeded in further strengthening its long-term business relationships with existing clients and gained new business partners. In addition SCOR Global Life took a selective approach on writing new profitable business.
In Europe, SCOR Global Life has maintained its strong market position.
Asia/Pacific and Latin America remained markets with strong performance in terms of premium growth and profitability during 2012.
On 9 August 2011 SCOR acquired the mortality risk reinsurance business of Transamerica Re (see "Paragraph 5.1.5 Important events in the development of the issuer's business", and "Paragraph 20.1.6.3 acquisitions and disposals"). With this acquisition and the consolidation of its position in the United-states, SCOR Global Life improved its position in the mortality-protection field.
In 2012, SCOR Global Life successfully continued to integrate the business acquired from Transamerica Re into its existing business operations, through the transfer and novation of the non-US domestic portfolios acquired to the appropriate SGL business units. This process, and the consolidation of US domestic organisations and activities within one operating unit, are in line with SGL's global market structure approach.
The gross written premium development is driven by the long-term nature of in-force life reinsurance business and new business acquired in the reporting year.
In 2012, SCOR Global Life's gross written premiums increased by 34.4% to EUR 4,864 million compared to EUR 3,620 million in 2011 (EUR 3,035 million in 2010).
SCOR Global Life's business acquisition of the mortality business portfolio of Transamerica Re contributed in 2012 for EUR 1,693 to gross written premiums (compared to EUR 677 million of gross written premiums for the five month period after acquisition in 2011).
This increase was also accentuated by EUR 264 millions of positive exchange rate impact on premiums.
Furthermore, substantial increase in written premiums was achieved in emerging markets such as Latin America and Asia/Pacific, and in Eastern Europe, Canada and UK/Ireland. The longevity team created in London in 2011 was a main contributor to the UK premium growth in 2012, with treaties generated in 2011 and 2012. This growth was partially offset by a decrease of premiums in the Middle East, where business did not meet SCOR profitability targets.
Business has developed by double-digit growth in critical illness, disability and personal accident. Longevity showed significant growth.
Life technical margin(1) in 2012 was 7.7 % compared to 8.1% in 2011 and 5.4% in 2010 on a comparative basis(2) .
The life technical margin excluding GMDB run-off portfolio reserve release for 2012 of 7.4% decreased marginally compared to the 2011 ratio of 7.5% and is strongly supported by business performance in the European markets, Latin America, and Asia Pacific.
As part of its policy of diversifying its capital protection tools, on 1 November 2012 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.
Atlas Reinsurance VII Limited is an Irish reinsurance vehicle. Aon Benfield Securities Inc., Natixis and BNP Paribas managed the transaction and the placement of the book on the market. 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 catastrophe bonds will be accounted for as reinsurance contracts, due to the presence of an ultimate loss clause.
In 2011, SCOR succeeded in the renewal of its retrocession programs. Indeed, within the framework of its capital shield policy, one of its four strategic cornerstones, on 12 December 2011, SCOR successfully 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 31 March 2015 for the European series. This transaction succeeded Atlas V Capital Limited, which matured on 24 February 2012 and provided similar geographical cover as the one of the Series 2011-1 of USD 200 million.
Atlas VI Capital Limited is a special-purpose company created in 2009 and incorporated under the laws of Ireland. It may issue a series of cat bonds over several years. Aon Benfield Securities Inc. and Natixis managed the transaction and the placement of the book on the market. Standard & Poor's rates series 2011-1 at B, series 2011-1 B at B+ and series 2011-2 A at B.
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.
SCOR succeeded in the renewal of its retrocession programs in 2010. On 9 December 2010, SCOR successfully placed a new catastrophe bond ("Cat bond"), Atlas VI Capital Limited Series 2010-1, which provides the Group with EUR 75 million of protection against European windstorms and Japanese earthquakes for a risk period extending from 10 December 2010 to
(1) Refer to "Paragraph 9.2.6 – Calculation of financial ratios".
(2) The Life technical margin better reflects the biometric characteristics of SCOR Global Life's portfolio and therefore has replaced the Life operational margin disclosed in the 2011 Registration Document and previous financial reporting. The published technical margin was 5.5 % in 2010. The difference is due to a new segment presentation (see "Paragraph 20.1.6.2 – Segment information").
31 March 2014. This transaction succeeded Atlas IV Reinsurance Limited, which matured on 31 December 2010 and provided similar geographical cover of EUR 160 million.
Due to the absence of ultimate loss clause, contracts with Atlas V Capital Limited, Atlas VI Capital Limited Series 2010-1, 2011-1 and 2011-2 have been accounted for as derivatives and are considered as balance sheet protection.
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 "Paragraph 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 "Paragraph 5.1.4.2 – Legal and applicable legislation".
For detailed calculation of book value per share, refer to the table below:
| At 31 December | ||||
|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 | |
| Group shareholder's equity | 4,803 | 4,403 | 4,345 | |
| Shares issued as at 31 December | 192,384,219 | 192,021,303 | 187,795,401 | |
| Treasury Shares as at 31 December | (8,930,686) | (7,262,600) | (6,427,554) | |
| Basic Number of Shares | 183,453,533 | 184,758,703 | 181,367,847 | |
| BASIC BOOK VALUE PS | 26.18 | 23.83 | 23.96 |
For detailed calculation of net investment income, return on investments and invested assets, refer to tables below:
| At 31 December | ||||||
|---|---|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 | |||
| Average investments (1) | 21,098 | 19,561 | 20,020 | |||
| Total net investment income | 566 | 624 | 690 | |||
| Return on investments (ROI) | 2.7% | 3.2% | 3.4% |
| At 31 December | ||||||
|---|---|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 | |||
| Average invested assets (2) | 13,333 | 12,370 | 12,802 | |||
| Total investment income on invested assets | 394 | 460 | 516 | |||
| Return on invested assets (ROIA) | 3.0% | 3.7% | 4.0% |
(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.
| At 31 December | |||||
|---|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 | ||
| Investment revenues on invested assets | 317 | 344 | 385 | ||
| Realized gains/losses on fixed income | 65 | 118 | 98 | ||
| Realized gains/losses on equities | 10 | 49 | 76 | ||
| Realized gains/losses on real estate | 41 | 17 | 15 | ||
| Realized gains/losses on other investments | 45 | 3 | 17 | ||
| Realized gains/losses on invested assets | 161 | 186 | 207 | ||
| Impairments on fixed income | 9 | 6 | (20) | ||
| Impairments on equity | (69) | (50) | (24) | ||
| Impairments / amortization on real estate | (25) | (14) | (21) | ||
| Impairments on other investments | (1) | (3) | (1) | ||
| Impairments / amortization on invested assets | (86) | (62) | (66) | ||
| Fair value through income on invested assets | 12 | - | (3) | ||
| Financing costs on real estate (1) | (10) | (9) | (7) | ||
| Total investment income on invested assets | 394 | 460 | 516 | ||
| Interests income and expenses on funds withheld and | |||||
| contract deposits | 202 | 190 | 197 | ||
| Investment management expenses | (30) | (26) | (24) | ||
| Total net investment income | 566 | 624 | 690 | ||
| Foreign exchange gains/(losses) | 23 | 13 | (15) | ||
| Income on technical items | (4) | (6) | 2 | ||
| Financing costs on real estate (1) | 10 | 9 | 7 | ||
| IFRS investment income net of investment | |||||
| management expenses | 595 | 639 | 684 |
(1) 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
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 Paragraph 20 – Financial information concerning the issuer's assets and liabilities, financial position and profits and losses:
| As at 31 December 2012 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Management classification IFRS classification |
Fixed Cash income Equities |
Real estate |
Other investments |
Total invested assets |
Funds withheld by cedants |
Total investments |
Accrued interests |
Technical items1) |
Total IFRS classi fication |
|
| In EUR million | ||||||||||
| Real estate investments | 584 | 584 | 584 | 584 | ||||||
| Equities | 81 | 599 | 164 | 172 | 1,016 | 1,016 | 1,016 | |||
| Fixed income | 9,553 | 2 | 9,555 | 9,555 | 96 | 9,651 | ||||
| Available-for-sale investments |
9,634 | 599 | 164 | 174 | 10,571 | 10,571 | 96 | 10,667 | ||
| Equities | 0 | 53 | 107 | 160 | 160 | 160 | ||||
| Fixed income | 55 | 55 | 55 | 1 | 56 | |||||
| Investments at fair value through income |
55 | 53 | 107 | 215 | 215 | 1 | 216 | |||
| Loans and receivables | 1,268 | 1,268 | 8,266 | 9,534 | 1 | 9,535 | ||||
| Derivative instruments | 112 | 112 | ||||||||
| TOTAL INSURANCE BUSINESS INVESTMENTS |
10,957 | 652 | 748 | 281 | 12,638 | 8,266 | 20,904 | 98 | 112 | 21,114 |
| Cash and cash equivalents | 1,466 | 1,466 | 1,466 | 1,466 | ||||||
| TOTAL INSURANCE BUSINESS INVESTMENTS AND CASH AND CASH EQUIVALENTS |
1,466 10,957 |
652 | 748 | 281 | 14,104 | 8,266 | 22,370 | 98 | 112 | 22,580 |
| Direct real estate Unrealised Gains and Losses(2) |
98 | 98 | 98 | |||||||
| Direct real estate debt (3) | (217) | (217) | (217) | (217) | ||||||
| Cash payable/receivable | (3) | (3) | (3) | |||||||
| TOTAL MANAGEMENT CLASSIFICATION |
1,463 10,957 |
652 | 629 | 281 | 13 982 | 8,266 | 22,248 |
(1) Including Atlas cat bonds, mortality swap and FX derivatives
(2) Fair Value less Carrying Value of Real Estate Investments as at 31 December 2012 and 2011
(3) Real Estate financing related to real estate investments (buildings owned for investment) only
| As at 31 December 2011 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Management classification IFRS classification In EUR million |
Cash | Fixed income Equities |
Real estate |
Other investments |
Total invested assets |
Funds withheld by cedants |
Total investments |
Accrued Technical items(1) interests |
Total IFRS Classifi cation |
|
| Real estate investments | 499 | 499 | 499 | 499 | ||||||
| Equities | 84 | 699 | 148 | 227 | 1,158 | 1,158 | 1,158 | |||
| Fixed income | 8,248 | 1 | 1 | 8,250 | 8,250 | 84 | 8,334 | |||
| Available-for-sale investments |
8,332 | 700 | 148 | 228 | 9,408 | 9,408 | 84 | 9,492 | ||
| Equities | 15 | - | 74 | 89 | 89 | 89 | ||||
| Fixed income | 38 | 38 | 38 | 1 | 38 | |||||
| Investments at fair value through income |
53 | - | 74 | 126 | 126 | 1 | 127 | |||
| Loans and receivables | 1,768 | 1,768 | 8,098 | 9,866 | 6 | 9,872 | ||||
| Derivative instruments | 158 | 158 | ||||||||
| TOTAL INSURANCE BUSINESS INVESTMENTS |
10,153 | 700 | 647 | 302 | 11,802 | 8,098 | 19,900 | 91 158 |
20,148 | |
| Cash and cash equivalents |
1,281 | 1,281 | 1,281 | 1,281 | ||||||
| TOTAL INSURANCE BUSINESS INVESTMENTS AND CASH AND CASH EQUIVALENTS |
1,281 | 10,153 | 700 | 647 | 302 | 13,083 | 8,098 | 21,181 | 91 158 |
21,429 |
| Direct real estate Unrealised Gains and Losses (2) |
119 | 119 | 119 | |||||||
| Direct real estate debt (3) | (247) | (247) | (247) | (247) | ||||||
| TOTAL MANAGEMENT CLASSIFICATION |
1,281 | 10,153 | 700 | 519 | 302 | 12,955 | 8,098 | 21,053 |
(1) Including Atlas cat bonds, mortality swap and FX derivatives
(2) Fair Value less Carrying Value of Real Estate Investments as at 31 December 2012 and 2011
(3) Real Estate financing related to real estate investments (buildings owned for investment) only
For detailed calculation of cost ratio refer to table below:
| At 31 December | |||||
|---|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 | ||
| Total Expenses as per Profit & Loss account (1) | (556) | (438) | (393) | ||
| Unallocated Loss Adjustment Expenses (ULAE)(2) | (32) | (30) | (29) | ||
| Total management expenses | (588) | (468) | (422) | ||
| Investment management expenses | 30 | 26 | 24 | ||
| Total expense base | (558) | (442) | (398) | ||
| Corporate finance | 7 | 3 | 8 | ||
| Amortization | 27 | 16 | 12 | ||
| Non controllable expenses | 24 | 7 | 8 | ||
| Total management expenses (for cost ratio calculation) |
(500) | (416) | (370) | ||
| Gross Written Premiums | 9,514 | 7,602 | 6,694 | ||
| MANAGEMENT COST RATIO | 5.3% | 5.5% | 5.5% |
(1) Total expenses are Investment management expenses, Acquisition and administrative expenses and other current operating expenses as presented in Paragraph 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)
| At 31 December | |||
|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 |
| Consolidated net income (1) | 418 | 330 | 418 |
| Opening shareholders' equity – Group share | 4,403 | 4,345 | 3,894 |
| Weighted consolidated net income (2) | 209 | 125 | 209 |
| Payment of dividends (3) | (128) | (119) | (98) |
| (3) Weigthed increase in capital |
3 | 37 | 23 |
| Effect of changes in foreign exchange rates (2) | (10) | 41 | 68 |
| Revaluation of assets available for sale and others (2) |
97 | (130) | 18 |
| Weighted average shareholders' equity | 4,574 | 4,299 | 4,114 |
| ROE | 9.1% | 7.7% | 10.2% |
(1) Excluding share of non-controlling interests
(2) Pro-rata of 50%: linear acquisition throughout the period in 2012 and 2010, TARe impact pro-rata temporis in 2011
(3) Considers time weighted transactions based on transactions dates
For detailed calculation of combined ratio refer to table below:
| At 31 December | |||
|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 |
| Gross earned premiums | 4,500 | 3,802 | 3,548 |
| Ceded earned premiums | (437) | (359) | (258) |
| Net earned premiums | 4,063 | 3,443 | 3,290 |
| Gross benefits and claims paid | (2,833) | (3,038) | (2,405) |
| Ceded claims | 177 | 402 | 63 |
| Total Net claims | (2,656) | (2,636) | (2,342) |
| Loss ratio | 65.5% | 76.6% | 71.2% |
| Gross commission on earned premiums | (956) | (773) | (714) |
| Ceded commissions | 49 | 32 | 15 |
| Total Net commissions | (907) | (741) | (699) |
| Commission ratio | 22.3% | 21.5% | 21.1% |
| Total Technical Ratio | 87.8% | 98.1% | 92.5% |
| Acquisition and administrative expenses | (176) | (166) | (160) |
| Other current operating expenses | (44) | (35) | (28) |
| Other income and expense from reinsurance operations |
(39) | (19) | (18)(1) |
| Total P&C management expenses | (259) | (220) | (206) |
| Total P&C management expense ratio | 6.3% | 6.4% | 6.2% |
| TOTAL COMBINED RATIO | 94.1% | 104.5% | 98.7% |
(1) Of which, other income/expenses excluded from the Combined Ratio for EUR 27 million
For detailed calculation of technical margin refer to table below:
| At 31 December | |||
|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 |
| Gross earned premiums | 4,867 | 3,613 | 3,037 |
| Ceded earned premiums | (531) | (346) | (285) |
| Net earned premiums | 4,336 | 3,267 | 2,752 |
| Net technical result | 156 | 111 | (23) |
| Interest on deposits Net | 178 | 160 | 168 |
| Change in fair value of investments (Untill 2011) | 0 | (5) | 3 |
| Technical result | 334 | 266 | 148 |
| Net technical margin | 7.7% | 8.1% | 5.4% |
<-- PDF CHUNK SEPARATOR -->
| 10.1 | Capital | 103 |
|---|---|---|
| 10.2 | Cash flow | 103 |
| 10.3 | Borrowing conditions and financing structure |
103 |
| 10.4 | Restrictions on the use of capital | 104 |
| 10.5 | Sources of financing relating to the future investments by the Company and to its property, plant and equipment |
104 |
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 13 – Information on share capital, shareholders' equity and capital management and Section 20.1.6 – Note to the consolidated financial statements, Note 12 – Cash and cash equivalents and cash flows.
On 17 December 2010, SCOR entered into a Contingent Capital arrangement with UBS, as described in Section 20.1.6 – Notes to the consolidated financial statements, Note 13 – Information on share capital, shareholders' equity and capital management.
Further to the drawdown, announced on 5 July 2011, by SCOR of EUR 75 million on the contingent capital facility placed at its disposal by UBS, UBS exercised the number of warrants required for the issuance and subscription by it of new SCOR shares in an aggregate amount of EUR 75 million. Accordingly, SCOR issued 4,250,962 new ordinary shares on 11 July 2011, at an issuance price of EUR 17.643 per share.
On 2 February 2011, SCOR issued CHF 400 million perpetual subordinated notes placement. 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 16 May 2012, SCOR extended the cover level provided by its existing contingent capital facility by EUR 75 million with UBS, as described in Section 20.1.6 – Notes to the consolidated financial statements, Note 13 - Information on share capital, shareholders' equity and capital management.
On 27 September 2012, SCOR re-purchased the entire tranche of its EUR 50 million perpetual subordinated Notes, as described in Section 20.1.6 – Notes to the consolidated financial statements, Note 14 – Financial debt.
On 8 October 2012, SCOR issued CHF 315 million perpetual subordinated notes placement, 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 principal 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 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
MAJOR CREDIT FACILITIES OF THE GROUP
The Group has been granted a credit facility in order to finance SCOR SE's general corporate purposes, consisting into an overdraft credit facility in a maximum principal amount of EUR 150 million. The Group has also 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 3.293 billion as at 31 December 2012. These last credit facilities are stand-by letters of credit that the banking counterparty agree to issue in the form acceptable to the American National Association of Insurance Commissioners (NAIC) or other appropriate regulatory body. A portion of those credit facilities is collateralized.
SUBORDINATED DEBT
On 10 September 2012, SCOR placed on the Swiss franc market perpetual subordinated notes, with a first call date in October 2018, for an aggregate total amount of CHF 250 million. On 24 September 2012, SCOR extended its placement by issuing an additional amount of CHF 65 million. The settlement of the notes of total CHF 315 million took place on 8 October 2012 (refer to Section 10.1). 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 and conversion explanation that occurred during the year.
As at 31 December 2012, the Group's financial leverage was 19.9% as compared to 18,1% at 31 December 2011. This ratio is calculated as the percentage of subordinated debt (1) compared to total shareholders' equity plus subordinated debt. The increase in 2012 is due to the placements of perpetual subordinated notes described above under Section 10.1.
The total liquidity of the Group of EUR 2.735 billion (comprised of cash and cash equivalents and short term investments) and the low financial leverage ratio reflects the Group's treasury and financing strategy to have a strong level of liquidity..
Refer to Section 4.3.1 with respect to the risk related to letters of credit granted by SCOR to cedants 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.
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 20.1.6.13 – 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.
Within the strict respect of the criteria defined by its strategic plan, SCOR is watchful to dispose of a large access to any available and appropriate sources of financing in order to ensure the permanent display of its activities and strategy.
( 1
) In respect of the CHF 315 million subordinated debt issuance, SCOR entered into cross-currency swaps which exchanges the CHF principal and coupon into EUR, and matures on 8 June 2018. The calculation of the ratio includes the effect of these swaps.
| 11.1 | Research and development activities | 107 |
|---|---|---|
| 11.2 | Information technologies | 108 |
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 four Research & Development Centers which are:
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 design and the monitoring of their life and health insurance products.
The Centers provide input at the product development stage, giving advice on the definition, the underwriting standards, as well as on pricing and reserving. They contribute to risk monitoring by carrying out experience studies on portfolio data and by undertaking prospective risk modeling.
The R&D Centers report to the Chief Pricing Actuary of SCOR Global Life, its employees are based in Paris, Cologne and Singapore and they are active world-wide on request of the local teams in charge of business development and client relationships.
Theoretical research helps the Group to understand its environment better and to take decisions. SCOR supports research, for example through the following organisations:
SCOR is also a member of conventions with the following partners:
In a more general sense, SCOR places great importance on scientific research, particularly in the field of risk, as illustrated by its Corporate Foundation SCOR for Science, created at the end of 2012.
SCOR organizes Actuarial Awards in many countries: Germany, France, Italy, Spain and Portugal, Switzerland, and the United Kingdom. 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 2010, as part of the Group's strategic plan for Strong Momentum, SCOR created the SCOR Global Risk Center which is committed to the knowledge and science of risks in both the actuarial and other fields. The SCOR Global Risk Center is devoted to life insurance risks, non-life insurance risks and economic and financial environment risks and brings together studies and publications produced or supported by SCOR, as well as all of the resources that SCOR wishes to reference for all those interested in risk. The Global Risk Center deals with all disciplines concerned by risk (mathematics, actuarial, physics, chemistry, geophysics, climatology, sociology, law, economics, finance, etc.).
SCOR was one of the first reinsurers to implement a uniform international information system. This policy has historically been reaffirmed during the integration periods following acquisitions, when the Group has aimed to rapidly return to a global international information system, and when launching new projects. In the accounting, consolidation and financial reporting domain, SCOR has delivered its global SAP solution, with a unique chart of accounts and standard processes, in most of its hubs throughout the Group. All accounting teams have been mobilized over the two last years, along with IT, to build this new global system at high stakes for SCOR.
The Group's reinsurance 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 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 in July 2010, the Group decided to update and improve Omega, thereby capitalizing on its existing strength. The project, which mixes technical modernization and development of functional evolutions, has now been launched and is expect to be completed in 2014.
The focus in 2012 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 2013. 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 new in-house standard pricing tool, which uses standardized models, and profitability analysis, then providing full visibility into proportional and non-proportional business. Control of exposure to natural catastrophes has again been improved by implementing the second version of the Cat Platform developed with RMS to monitor all liabilities and accumulations, including integration of market solutions. 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 for harmonizing and reinforcing substandard risks underwriting and tele-underwriting in different countries. Thanks to the acquisition of Transamerica Re, new underwriting solutions are proposed to SCOR's Life clients in America
The Group continues to work on extending and automating its Asset and Liability Management tool. After the implementation of the Non-Life module, the Life risks modeling module was developed during the last two years. 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 three 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.
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 eprocessing in insurance and reinsurance, without having to re-input them. The Group is also a founder member of 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 Group's IT strategy is aligned with its growth objectives. The mandate of SCOR IT under SMV1.1 is to complete the e-transformation of SCOR leading to competitive edge. In line with its goal of global tools, SCOR's ambition is to implement a comprehensive real time system in full alignment with already identified or new business requirements. SCOR intends to capitalize on its existing strengths, and launch new initiatives in the front-end and back-end areas to ensure operational excellence and development.
| 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 | 111 |
SCOR Global P&C announced on the 7 February 2013, that during the January 2013 renewals it recorded a 9% increase in gross written premiums (to EUR 2.507 billion) with an expected 1.3% improvement in technical profitability for total contracts renewed and a price rise of 1.9% net of general inflation.
SCOR Global P&C continued to strengthen its competitive position during these renewals, both with its existing clients and with new cedants. The rating upgrades to "A+" which happened in the course of 2012 recognised this business franchise and its constant reinforcement, as well as provided a catalyst for new opportunities that strengthen SCOR Global P&C's position at the very forefront of the reinsurance industry.
These renewals constituted one of the final steps before the conclusion of the strategic plan "Strong Momentum v1.1", and satisfied its profitability objectives and premium income growth assumptions. They confirmed the evolution of premium income, which is trending towards the EUR 5 billion level.
EUR 2.3 billion of premiums were up for renewal in January 2013, i.e. around half of SCOR Global P&C's premiums. This proportion was particularly significant for Non-Life treaty business (71%), and represented more than half of specialty treaty business (55%).
During these renewals, SCOR Global P&C continued to improve the expected technical performance of its business thanks to the active management of its portfolio. Its position as one of the leaders on a number of segments, along with the longterm relationships it has established with cedants, enabled it to negotiate satisfactory pricing conditions that were higher than those recorded by the rest of the market. Price increases in the Americas notably reached 5.1 %, with P&C prices increasing overall by 1.5% and 3.0% respectively for proportional and non-proportional contracts.
The total volume of premiums renewed at 1 January 2013 increased by 9% to EUR 1,890 million, of which 6 points related to a quota share treaty for an Asian cedant. SCOR Global P&C's ability to seize this opportunity bore witness its benchmark role in this region of the world. Moreover, the emerging countries recorded particularly strong growth overall (+48% in Asia, +16% in Latin America, and +12% in Africa & the Middle East). This growth accompanied active portfolio management: more than 8% of business was cancelled and restructured, while new clients represented three additional growth points. This growth took place in favourable pricing conditions, which were up by more than 2%.
Gross written premiums increased by 9% to EUR 617, driven by a good performance in the Marine branch (+11 %). This branch benefited from a significant improvement in pricing conditions (notably +14.5% for non-proportional contracts, of which the portfolio share increased), following a year marked by exceptional losses in 2012. The year opened with the shipwreck of the Costa Concordia, and closed on Hurricane Sandy, which had a considerable impact on the Marine branch. Moreover, prices for specialty treaties rose by more than 1% overall, showing strong resilience in branches sensitive to the economic cycle such as credit reinsurance and construction reinsurance, where rates remained stable (+0.7% and +0.4% respectively). Moreover, while conditions remained difficult for the Aviation reinsurance market, SCOR Global P&C managed to maintain stable price levels and premium volume.
The life reinsurance market is characterized by long-term contractual relationship, which is the case for the majority of SCOR Global Life reinsurance portfolios. Only in selected markets like in Spain and Italy for certain products such as Health and Group Life reinsurance, the life reinsurance industry follows the practice of annual renewals.
SCOR Global Life continues to offer traditional life and health reinsurance products in all markets based on proportional risk sharing models applying SCOR's pricing assumptions to meet the company's capital and margin targets.
Over all markets SCOR Global Life negotiates with its business partner on sophisticated business solution transactions with different motivations such as portfolio risk diversification.
The majority of SCOR Global Life's portfolio consists of pure death cover, exposed to mortality risk.
Moreover, SCOR Global Life does not currently underwrite variable annuities and exposure to unemployment risk is minimal. Consequently, SCOR's Life portfolio is largely immunized against the effects of economic slowdown.
SCOR Global Life expects business opportunities in several markets. By maintaining its policy of positioning itself in stronggrowth markets with initiatives such as (i) launching and intensifying of business activities from Life representative offices in Israel and Mexico opened in 2011, reinforcing its organizational structure in Latin America, (ii) developing the new subsidiary in Australia established in 2011 covering the Australian and New Zealand markets for continued growth in the Asia-Pacific region and (iii) obtaining a composite reinsurance license in China, enabling Life division to offer Life & Health reinsurance services, SCOR Global Life continues to establish an active infrastructure to participate in economic developments in these regions.
On its European markets, SCOR Global Life has maintained its positions thanks to its range of services and its strong presence and commercial activity dedicated to its clients.
In the U.K, SCOR Global Life announced its entry into the U.K. Longevity market in November 2011. It reinsured a significant share of the longevity risk assumed by Deutsche Bank, following the completion of a GBP 3 billion longevity swap transaction between Deutsche Bank and the Rolls-Royce Pension Fund. Demonstrating the expertise from this successful signing SCOR Global Life has continued to negotiate with additional clients.
In August 2011 SCOR Global Life completed the acquisition of the mortality reinsurance business, including the operational assets and personnel, of Transamerica Re. Immediately after closing of the transaction several projects in all areas of the business were initiated to achieve a globally harmonised life engine for SCOR.
In 2012 SCOR Global Life successfully continued to integrate the business acquired from Transamerica Re into its existing business operations, through the transfer and novation of the non-US domestic portfolios acquired to the appropriate business units. This process, and the consolidation of US domestic organisations and activities within in one operating unit, are in line with SGL's global market structure approach. In December 2012 SCOR Global Life Americas announced to offer an innovative solution for the rapid underwriting of simplified issue life insurance products.
The Asian markets, generally characterized by growing economies, continued to display vigorous development in the life and health lines of business. Moreover, further growth has been realized in responding to ongoing market demand for capital motivated reinsurance solutions as well as through the provision of product development support.
An increasing demand can be seen for Family Takaful products, i.e. Islamic life insurance products and SCOR strengthens the efforts to participate in market growth.
SCOR is consistently vigilant for opportunities in the current market environment.
Not applicable.
Not applicable.
| 14.1 | Information on the members of the Board of Directors and Senior Management |
118 |
|---|---|---|
| 14.2 | 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-Directeur Général) 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' Meeting"). In addition, the Board of Directors reviews and monitors SCOR's economic, financial and technical strategies. SCOR's bylaws (statuts) 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 members, including 12 voting members (including one elected employee representative, known as the "Employee Director") and one non-voting member, known as the "censeur" (the "Non-Voting Member"). 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). Pursuant to French law and the Company's bylaws, the Shareholders' Meeting may appoint up to four Non-Voting Members (only one Non-Voting Member has been appointed to date). The Non-Voting Member is entitled to attend meetings of the Board of Directors, is eligible to receive the Director's fee as approved at the Shareholders' Meeting, but not to vote on any decision of the Board of Directors. He has a consultative role.
Under SCOR's bylaws (statuts), 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 one director, Malakoff Médéric Group, is a corporation (represented by Guillaume Sarkozy as permanent representative).
The Directors are elected for either a two-year, four-year or six-year term. The Employee Director is currently elected for a two-year term as well as the non-voting member. Under SCOR'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. Non-employee Directors and the Non-Voting Member 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's bylaws (statuts). 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) and Non-Voting Member, 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.
Date of Birth
25 March 1952
Name
SCOR SE 5 avenue Kléber 75016 Paris France
Other principal directorships
Chairman and CEO of SCOR SE (France)*
and offices
Switzerland AG
SupervisoryBoard: - SCOR Global Investments SE (France)
SCOR Canada Reinsurance Company (Canada)
Netherlands)
Offices held during the last five years
Rückversicherung Schweiz AG (Switzerland)
Expiration of term
November 2002 2017
Initially appointed
4
| Name | Date of Birth |
Other principal directorships and offices |
Offices held during the last five years |
Initially appointed |
Expiration of term |
|---|---|---|---|---|---|
| Claude Tendil(1)(4) (Lead Independent Director) Professional Address: GENERALI FRANCE 7/9, boulevard Haussmann 75009 Paris France |
25 July 1945 |
Principal positions: Chairman and Chief Executive Officer: - Generali France (France) - Generali Vie (France) - Generali IARD (France) Other Positions: France Chairman of the Board of Directors: - Europ Assistance Holding - Generali France Assurances Director: - ERAMET* Out of France Chairman of the Board of Directors: - Europ Assistance (Italy) Permanent Representative: - of Europ Assistance Holding at the board of Europ Assistance (Spain) Member of the Supervisory Board: |
France Chief Executive Officer: - Generali France Holding - Generali Assurances Vie Out of France Director: - Assicurazioni Generali SpA (Italy)* |
15 May 2003 |
2017 |
| Gérard Andreck(1) Professional Address: MACIF 2-4, rue de pied de Fond 79000 Niort France |
16 July 1944 |
- Generali Investments SpA (Italy) Principal Position: Chairman of the Board of the MACIF (France) Other Positions: France Chairman of the Board of Directors: - SOCRAM BANQUE - MACIF SGAM Chairman and CEO: - OFI Holding SA Chairman: - GEMA AFA (Association) Vice-Chairman of the Board of Directors: - OFI Asset Management - IMA - Etablissements Maurel & Prom - SFEREN SGAM |
France Chairman of the Board of Directors: - CEGES - CEMM - Macif Gestion Chairman of Supervisory Board: - Capa Conseil SAS, as MACIF representative Chairman: - OFI SMIDCAP Vice-Chairman - AFA (Association) Permanent representative of MACIF: - on the Board of Directors of Domicours - on the Supervisory Board of OFI RES Permanent representative of OFI Holding: - on the Board of Directors of OFI Alliance |
18 March 2008 |
2013 |
Date of Birth
Other principal directorships and offices
Offices held during the last five years
Member of the Supervisory
appointed Expiration of term
Initially
Supervisory Board: - IMA
committee : -MACIFIMO
-CEMM SAS (until 17 December 2012)
Directors and Vice-Chairman: - Atlantis Seguros (Spain) - Atlantis Vida (Spain)
MACIF Permanent
-Eurosa Holding
Partnership Committee: - GIE Partenariat CEMM
| Name | Date of Birth |
Other principal directorships and offices |
Offices held during the last five years |
Initially appointed |
Expiration of term |
|---|---|---|---|---|---|
| Chairman of the Board: -Eurecos SL (Spain) |
|||||
| Peter Eckert(1)(2) | 14 Feb. 1945 |
Out of France: | Out of France: | 15 April 2009 |
2015 |
| Professional Address: Am Fasnachtsbuck 28 CH-8180 Buelach Switzerland |
Director: - Deliciel AG (Switzerland) - SCOR UK Company Ltd (UK) - SCOR Switzerland AG (Switzerland) - SCOR Holding Switzerland AG (Switzerland) Zurich Companhia de Seguros Vida SA (Portugal) Member of the Advisory Board: - Accenture AG (Switzerland) Member of the Investment Committee: - Leifheit Foundation, Nassau (Deutschland) |
Chairman: - Banque Clariden Leu AG, Zurich (Switzerland) - Mandataire de la FINMA avec position d'organe à la CPT Assurances, Berne (Switzerland) Vice-Chairman of the Board: - SCOR Global Life Rückversicherung Schweiz AG - FINMA (Switzerland) Director: - Sal. Oppenheim (Schweiz) AG (Switzerland) - Zurich , Companhia de Seguros SA (Portugal) Member: - Commission Fédérale des Banques (Switzerland) |
|||
| Charles Gave(1)(2)(4) | 14 | Principal position: | France: | 4 May | 2013 |
| Professional Address: GaveKal Research |
September 1943 |
CEO GaveKal Research (Hong Kong) |
Director: - Institut Turgot |
2011 | |
| Suite 3903 Central Plaza, 18 |
Other functions: | Out of France: | |||
| Harbour Road Wan Chai |
France | Chairman: - Gavekal (Hong Kong) |
|||
| Hong Kong | Chairman: -Institut des Libertés |
||||
| Out of France: | |||||
| Member of the Advisory Board: -Marshall-Wace (UK) |
|||||
| Director: -Grace Financial (Hong Kong) |
|||||
| Kevin J. Knoer |
9 March 1957 |
Principal Position: | N/A | 3 May 2012 |
2014 |
| (Employee director) |
Senior Property Underwriter for SCOR Business Solutions |
||||
| Professional Address: SCOR |
Reinsurance Company 199 Water St., New York, USA
Date of Birth
Other principal directorships and offices
Offices held during the last five years
Initially appointed
15 May 2003
Expiration of term
2013
Daniel Lebègue(1)(2)(3)
Administrateurs 7 rue Balzac 75382 Paris Cedex 08 France
Chairman of the Institut Français des
Administrateurs (IFA, French Society of Directors) (France)
France:
4 May 1943 Principal Position:
Deputy Director and Chief Executive Officer of Gruppo Editoriale L'Espresso S.p.A. (Italy)
France:
Director: - Crédit Agricole SA*
A. Manzoni & C. S.p.A. (Italy) - Elemedia S.p.A. (Italy) - Rete A S.p.A. (Italy)
All Music S.p.A. (Italy)
Finegil Editoriale S.p.A. (Italy)
France
Co-Chairman: - Eurofi
Vice-Chairman:
28 April 2010
2014
Editoriale FVG S.p.A. (Italy)
La Estrella, S.A. de Seguros
y Reaseguros (Spain)
26 September 1960
Monica Mondardini(1)
| Name | Date of Birth |
Other principal directorships and offices |
Offices held during the last five years |
Initially appointed |
Expiration of term |
|---|---|---|---|---|---|
| Malakoff Médéric Group (1)(2) (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: General Manager of Malakoff Médéric Group (France) Other positions: France: Chief Executive Officer: - Malakoff Médéric Assurances SA Chairman: - Holding Fondateurs SAS - Le Monde Prévoyance SAS - Malakoff Médéric Innovation SAS |
France Chairman of the Management Board: - Malakoff Médéric Assurances SA -Médéric Epargne SA Chairman: - Holding FGA SAS Director: - Banque d'Orsay SA - Auxia SA Member of the Supervisory Board: - Fédéris Gestion d'Actifs SA - Société Editrice du Monde |
15 April 2009 |
2017 |
| - Viamédis SA - Quatrem SA - Sévriena 2 Non-Voting Director: - Fédéris Gestion d'actifs SA Member of the Supervisory Committee: - Holding Fondateurs SAS - Holding Accueil Mutuelles SAS Permanent Representative: - of Malakoff Médéric Prévoyance to the Board of Directors: - OPCI Out of France: Director: - Vida Caixa Grupo (Spain) |
SA Permanent Representative: - of Malakoff Médéric Prévoyance to the Board of Directors of: - BPI SA - Korian Manager: - Investissements et gestion Textile SARL - SCI Saint Léger Out of France: Director: -ADESLAS (Spain) |
||||
| Guylaine Saucier(1)(2)(3)(4) Professional Address: 1000, rue de La Gauchetière ouest Montréal (Québec) H3B 0A2 Canada |
10 June 1946 |
Principal Position: Director: Bank of Montreal Areva SA Wendel SA Acting Chairman of the Board of Directors of CBC/Radio-Canada; |
France Member of the Supervisory Board: -Altran Technologies Director: - Danone SA Out of France Director: - Petro Canada - CHC Helicopter Corporation - AXA Assurances Inc Chairman of the Quebec Chamber of Commerce |
4 May 2011 |
2015 |
Jean-Claude Seys(1)(2)(3)
Professional Address: MAAF ASSURANCES, MMA & COVEA 7, place des 5 martyrs du Lycée Buffon 75015 Paris France
Principal Position:
Date of Birth
13 November 1938
Vice-Chairman and Executive Director of COVEA (mutual insurance group company) (France)
Other principal directorships and offices
Chairman of the Board of Directors: - Fondation MAAF
Assurances
Supervisory Board:
EFI INVEST I (SCA)
OFIVALMO Partenaires S.A.
Board: - OFI REIM (SAS)
Chairman of the Board of
Chairman of the Board of Directors:
Offices held during the last five years France
Initially appointed
MMA IARD (SA)
MMA VIE (SAM) - COVEA (SGAM)
MMA VIE (SA)
(association): - Ile- de-France Regional Development Agency (ARD)
Director: - Covéa Lux (Luxembourg) - SCOR Global Life Rückversicherung AG (Switzerland)
2013
Other principal directorships and offices
Offices held during the last five years
Expiration of term
2015
Date of Birth
24 August 1944
CASER (Spain) - SCOR Switzerland AG - SCOR Holding (Switzerland) AG (Switzerland)
Harwanne (Switzerland)
Daniel Valot(1)(2)(3)(4)
Professional Address: Cours de Rive 19 1207 Genève Suisse
Director: - CGG Veritas (France)* - Dietswell (France)*
Director:
Chairman and Chief Executive Officer:
15 May 2003
15 May 2003
2013
Initially appointed
Director:
2007 (retirement)
Chairman:
Non-Voting Director:
Chairman:
Address: BNP PARIBAS 3, rue d'Antin 75002 Paris
1950
France
Principal Position:
Chief Operating Officer of BNP Paribas (France)*
Director: - Bouygues SA*
Non-Voting Director:
Exane (Subsidiary of Verner)
| Name | Date of Birth |
Other principal directorships and offices |
Offices held during the last five years |
Initially appointed |
Expiration of term |
|---|---|---|---|---|---|
| Out of France: Chairman: - BNP Paribas Suisse S.A.(Switzerland) |
|||||
| Vice-Chairman: - Fortis Banque N.V. (Belgium) |
|||||
| Director: - CNP (Companie Nationale Portefeuille) (Belgium) - Erbé S.A. (Belgium) - GBL (Groupe Bruxelles Lambert) (Belgium) - SCOR Switzerland AG (Switzerland) - SCOR Holding Switzerland AG (Switzerland) |
|||||
| (1) (2) |
_________ Member of the Strategic Committee Member of the Risk Committee |
(3) Member of the Audit Committee
(4) Member of the Compensation and Nomination Committee
(*) Companies which shares are listed on a regulated or organised market
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), CEO 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 appointed Chairman and Chief Executive Officer of the Generali Group in France in April 2002 and Chairman of the Europ Assistance Group in March 2003.
Gérard Andreck, a French citizen, is the Chairman of the MACIF Group since June 2006. 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 re-elected in 2011 for 3 years. . In November 2010, he was appointed to the Conseil Economique et Social et Environnemental (CESE).
Peter Eckert, a Swiss citizen, was member of the Management 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 U.S. 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 Marshall-Wace, Grace Financial and the chairman of the Institute of Liberties (Institut des Libértés) 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 30 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.
Daniel Lebègue, a French citizen, has been Director of the French Treasury, Chief Executive Officer of BNP and of the Caisse des Dépôts et Consignations. He currently serves as the Chairman of the French Institute of Directors (Institut Français des Administrateurs - IFA) and of several associations and foundations.
Monica Mondardini, an Italian citizen, holds a degree in Economic and Statistical Sciences from the University of Bologna. Her first professional experiences were in publishing, first with the Fabbri group, then with Hachette, where she became Head of the "Hachette livre" international division based in Paris. In 1998 she joined the Generali group as CEO of Europ Assistance in Paris. Two years later she returned to Italy to join the headquarters of the Generali group, taking responsibility for the Planning and Control department. In 2001 she left Trieste for Madrid, where she became CEO of Generali Espana. Since January 2009, she is the CEO of Gruppo Editoriale L'Espresso S.p.A. She is also a director of Credit Agricole, Atlantia S.p.A. and Trevi Finanziaria Industriale S.p.A.
Guillaume Sarkozy, a French citizen, is an engineer by training and a graduate of the Ecole Spéciale des Travaux Publics (ESTP). 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, in particular, 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) and Conseil Economique et Social (2004-2006). In 2004, he became vice President of the MEDEF and of the CNAM (2004-2005). Guillaume Sarkozy 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. Since 2004, he is a member of the "Haut Conseil pour l'avenir de l'Assurance Maladie".
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 sits on the board of directors of many major corporate entities, including la Banque de Montréal, Areva and 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.
Jean-Claude Seys, a French citizen, has spent his career in the insurance and banking industry. He was Chairman and Chief Executive Officer of MAAF and MMA, where he remains a director. He is currently Vice-Chairman and Executive Director of COVEA (société de groupe d'assurance mutuelle), a leading French mutual insurance company.
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.
Georges Chodron de Courcel, a French citizen, is Chief Operating Officer of BNP Paribas and holds various directorships with French and foreign companies, including subsidiaries of the BNP Paribas Group.
The Chief Executive Officer (Président-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 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, 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 | 60 | Chairman and Chief Executive Officer of SCOR SE |
2002 | Refer to Section 14.1.1 - Information on the Members of the Board of Directors. |
| Paolo De Martin | 43 | Group Chief Financial Officer |
2007(1) | Director: SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Holding (Switzerland) AG (Switzerland) SCOR Switzerland AG (Switzerland) SCOR Services Switzerland AG (Switzerland) SCOR Alternative Investments (Luxembourg) |
| Benjamin Gentsch | 52 | Deputy Chief Executive Officer of SCOR Global P&C SE Chief Executive Officer of SCOR Switzerland |
2007(2) | Chairman of the Board of Directors: SCOR Holding (UK) Ltd (U.K.) SCOR Insurance (UK) Ltd (U.K.) SCOR UK Company Ltd (U.K.) SCOR (UK) Group Ltd (UK) SCOR Lime Street Limited (U.K.) |
| Chief Executive Officer: SCOR Switzerland AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland) |
||||
| Director: SCOR Perestrakhovaniye (Russia) The Channel Syndicate LLP (UK) |
||||
| Frieder Knüpling | 43 | Deputy Group Chief Risk Officer |
2010 | Director : SCOR Financial Services Limited (Ireland) SCOR Global Life Reinsurance Ireland Plc. (Ireland) SCOR International Reinsurance Ireland Plc (Ireland) |
| Gilles Meyer | 55 | Chief Executive Officer of SCOR Global Life SE |
2006 | Chairman of the Board of Directors: REHALTO Prévoyance Ré (France) - Untill 28 June 2012 Sweden Reinsurance Company Ltd (Sweden) |
| 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) - SCOR Global Life SE at SCOR Properties's Board (France) Statutory Director: ReMark International BV (The Netherlands) ReMark Group BV (The Netherlands) Director: SCOR Holding (Switzerland) AG (Switzerland) SCOR Reinsurance Asia-Pacific PTE Ltd (Singapore) SCOR Global Life Re Insurance Company of Texas (U.S.) SCOR Global Life Americas Reinsurance Company (U.S.) ReMark Japan K. K. (Japan) SCOR Switzerland AG (Switzerland) SCOR Perestrakhovaniye (Russia) |
||||
| Victor Peignet | 55 | Chief Executive Officer of SCOR Global P&C SE |
2004 | Director : SCOR UK Company Ltd. (U.K) SCOR UK Group Ltd. (U.K) SCOR Channel Ltd. (Guernsey) Arisis Ltd. (Guernsey) General Security Indemnity Company of Arizona (U.S.) General Security National Insurance Company (U.S.) SCOR Reinsurance Company (U.S.) SCOR Canada Reinsurance Company (Canada) SCOR Reinsurance Asia-Pacific Pte Ltd (Singapore) Finimo Realty Pte Ltd (Singapore) SCOR Reinsurance Company (Asia) Ltd (Hong Kong) SCOR Services International Ltd (Hong Kong) Arope Insurance SAL (Lebanon) SCOR Switzerland AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland) Blue Star Syndicate Management Limited (U.K.) SCOR Perestrakhovaniye (Russia) SCOR Properties (France) Permanent Representative: of SCOR SE at ASEFA S.A.'s Board (Spain). Member of the Supervisory Board: SCOR Global Investments SE (France) |
| Paul Rutledge | 59 | President and Chief Executive Officer of SCOR Global Life Americas Deputy Chief Executive Officer of SCOR Global Life SE |
2011 | President and Chief Executive Officer: SCOR Global Life Re Insurance Company of Texas (U.S.) SCOR Global Life Americas Reinsurance Company (U.S.) SCOR Global Life Americas Holding, Inc. (US) SCOR Life Assurance Company (U.S.) SCOR Life Reassurance Company (U.S.) Chairman & President: SCOR Global Life Reinsurance (Barbados) Ltd SCOR Global Life Reinsurance International (Barbados) Ltd Director: SCOR International Reinsurance Ireland Plc (Ireland) Quantitative Data Solutions, LLC (US) |
| Philippe Trainar | 59 | Group Chief Risk Officer | 2010 | Director : SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Holding (Switzerland) AG (Switzerland) SCOR Switzerland AG (Switzerland) SCOR UK Company Limited (U.K.) |
| Name | Age | Current Position | Executive Officer Since |
Other Offices |
|---|---|---|---|---|
| SCOR Underwriting Limited (U.K.) | ||||
| François de Varenne |
46 | Chief Executive Officer of SCOR Global Investments SE |
2005 | Chairman: SCOR Auber SAS (France) DB Caravelle SAS (France) 5 avenue Kléber SAS (France) SCOR Properties SA (France) Chairman of the Management Board: SCOR Global Investments SE (France) Director : SCOR Alternative Investments SA (Luxembourg) SCOR ILS Fund SA, SICAV-SIF (Luxembourg) |
| (1) | Prior to joining the Company, 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
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 SE.
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 SE.
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 Freiburg University and several other colleges, until he received a PhD in Economics based on research on econometric modelling of macroeconomic and financial data. From 1999 to 2002 he worked for Gerling-Konzern Globale Rückversicherungs-AG and its U.K. subsidiary, dealing with pricing and valuation. From 2003 , he headed the Corporate Actuarial & Treasury department of the Revios group. Since 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 and member of the executive board (Vorstand) of SCOR Rückversicherung (Deutschland) AG in May 2009. In July 2010, he was appointed Deputy Chief Executive Officer of SCOR Global Life SE. He is a fellow of the German Association of Actuaries (DAV). As at 1st October 2012, he is promoted Deputy Group Chief Risk Officer, reporting to Philippe Trainar, Group Chief Risk 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 Manager of group underwriting from 2005 to 2006. He joined the Group in January 2006 and has managed the Germanspeaking 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 SE in September 2007. In February 2008, he was appointed Chief Executive Officer of SCOR Global Life SE.
Victor Peignet, a French citizen, Marine Engineer and graduate of the Ecole Nationale Supérieure des Techniques Avancées (ENSTA), joined the Facultative Department of SCOR in 1984 from the offshore oil sector. From 1984 to 2001, he held various positions in underwriting Energy and Marine Transport risks at SCOR, first as an underwriter and then as Branch Director. He led the Group's Business Solutions business area when it was created in 2000, first as Deputy Chief Executive Officer and then, beginning in April 2004, as Chief Executive Officer. On 5 July 2005, Victor Peignet was appointed manager of all property reinsurance operations at SCOR Global P&C. He is currently Chief Executive Officer of SCOR Global P&C SE.
Paul Rutledge, a U.S. citizen, holds a bachelor of arts degree in mathematics from Duke University and attended Northeastern University for graduate studies in Actuarial Science. He is a Fellow of the Society of Actuaries and a Member of the American Academy of Actuaries. Paul Rutledge has more than 30 years of experience in the insurance industry. He was president of Transamerica Re, a position he has held since joining the organization in 1998 until August 2011. He also served on the boards of directors for Transamerica International Re (Bermuda) Ltd. and Transamerica International Reinsurance Ireland Limited. Before joining Transamerica Re, he served as president and chief executive officer of Life of Virginia, a consumer business of GE Capital Services. Prior to Life of Virginia, he held positions at several Torchmark companies including Liberty National, Torchmark Holdings and United Investors Life. He is currently the Chief Executive Officer of SCOR Global Life Americas and the Deputy Chief Executive Officer of SCOR Global Life SE.
Philippe Trainar, a French citizen, is a former student of the Ecole Nationale d'Administration and has a BA in Economics. He held various positions in the French civil service from 1981 to 1999, notably as financial attaché to the French embassy in Germany (1985-1987), adviser in the Prime Minister's cabinet (1993-1995) and deputy-director in charge of international economic issues at the French Ministry of the economy and finance. He was also in charge of macroeconomic modelling at the Ministry of the economy and finance. In 2000, he joined the Fédération française des sociétés d'assurances (FFSA) as director of economic, financial and international affairs. In February 2006, he was appointed Chief Economist of SCOR. Philippe Trainar chairs the "Commission d'analyse et de gestion des risques" of the FFSA. He is a member of the governmental consulting and expertise committees: the "Comité Scientifique de l'Autorité de Contrôle Prudentiel" and the "Commission économique de la nation." Philippe Trainar has also carried out many scientific works on the risk, insurance and solvency as well as economy, which have been published in scientific journals such as the Journal of Risk and Insurance, the Geneva Papers, Economie & Statistique and in the magazine "Risques". On 1 April 2010, he is appointed Group Chief Risk Officer.
François de Varenne, a French citizen, is a graduate of the Ecole Polytechnique, a civil engineer of the Ponts et Chaussées and holds a doctorate in economic sciences. He 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 SE.
14.1.5 NEGATIVE DISCLOSURES ABOUT MEMBERS OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT
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:
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 2012 | 143 |
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 on the terms and conditions for preparing and organising the work of the Board of Directors and on internal control and risk management procedures in compliance with Article L. 225-37 of the French Commercial Code – Part I – Conditions for preparing and organising the work of the Company's Board of Directors – f) Principles and rules for the determination of compensation and in-kinds benefits for corporate officers.
The Shareholders' Meeting of the Company held on 28 April 2010 resolved that the annual maximum aggregate amount of Directors fees shall not exceed EUR 960,000. This amount has not been modified since then. Upon the proposal of the Compensation and Nomination Committee held on 10 February 2011 and within the limit of this amount, 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 and to the Non-Voting Member, partly in one fixed sum of EUR 28,000 on a quarterly basis payable in fourth and partly based on the effective presence of the relevant Directors and of the Non-Voting Member 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 in 2012, 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.
Fees paid to directors for 2012 and 2011 are broken down as follows:
| In EUR | 2012 | 2011 |
|---|---|---|
| Mr. Denis Kessler (1) | 48,000 | 42,800 |
| Mr. Gérard Andreck | 58,000 | 47,100 |
| Mr. Georges Chodron de Courcel | 56,000 | 56,500 |
| Mr. Peter Eckert | 66,000 | 62,500 |
| Mr. Charles Gave | 70,000 | 51,000 |
| Mr Kevin J. Knoer (2) | 27,000 | NA |
| Mr. Daniel Lebègue | 82,000 | 79,600 |
| Malakoff Médéric Group, represented by Guillaume Sarkozy | 54,000 | 38,800 |
| Mrs. Monica Mondardini | 50,000 | 45,400 |
| Mrs. Guylaine Saucier | 80,000 | 47,000 |
| Mr. Jean-Claude Seys | 72,000 | 68,200 |
| Mr. Claude Tendil | 66,000 | 60,500 |
| Mr. Daniel Valot | 80,000 | 79,300 |
| Mr. Carlo Acutis (3) | NA | 15,100 |
| Mr. Allan Chapin (3) | NA | 16,800 |
| Mr. Daniel Havis (3) | NA | 20,200 |
| Mr. André Lévy-Lang (3) | NA | 28,700 |
| Mr. Luc Rougé (4) | 20,000 | 37,100 |
| Mr. Herbert Schimetschek (3) | NA | 16,800 |
| TOTAL | 829,000 | 813,400 |
(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 appointed by the Annual Ordinary General Meeting of the Shareholders of 3 May 2012
(3) Directors whose appointment ended on 4 May 2011
(4) Directors whose appointment ended on 3 May 2012
Moreover, certain SCOR directors participate, or have participated, on the Boards of Directors of the Group's subsidiaries and received directors' fees in 2012 and/or 2011 as follows:
| 2012 | 2011 | |
|---|---|---|
| SCOR Holding (Switzerland) AG | ||
| Georges Chodron de Courcel | CHF 5,000 | CHF 5,000 |
| Jean-Claude Seys | CHF 5,000 | CHF 5,000 |
| Peter Eckert | CHF 5,000 | CHF 5,000 |
| SCOR Global Life Rückversicherung Schweiz AG | ||
| Peter Eckert | NA (1) | CHF 7,000 |
| Jean-Claude Seys | NA (1) | CHF 7,000 |
| Georges Chodron de Courcel | NA (1) | CHF 7,000 |
| SCOR Switzerland AG | ||
| Peter Eckert | CHF 23,000 | CHF 23,000 |
| Jean-Claude Seys | CHF 23,000 | CHF 23,000 |
| Georges Chodron de Courcel | CHF 23,000 | CHF 23,000 |
| SCOR Reinsurance Asia Pacific PTE Ltd | ||
| Daniel Valot | USD 12,000 | USD 12,000 |
| SCOR UK Company Ltd | ||
| Peter Eckert | GBP 16,000 | GBP 15,885.24 |
(1)SCOR Global Life Rückversicherung Schweiz AG merged into SCOR Holding (Switzerland) AG in June 2011
Gross compensation paid in 2012 to the Group Executive Committee members (including the Chairman and Chief Executive Officer) as at 31 December 2012 amounts to EUR 8,769,040(1) . In addition, they were awarded a total number of 429,000 shares and 429,000 stock options in 2012 for a total estimated value of EUR 8,240,210 (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 7 March 2012, the meeting of the Board of Directors on 7 March 2012 decided that the Chairman and Chief Executive Officer:
The variable compensation for any given year will be paid in the following year, as soon as the financial statements of the Company for such given year are approved by the Board of Directors.
For 2012, the variable compensation of the Chairman and Chief Executive Officer has been determined according to the following criteria:
(1) In Section 15.1.2 Executive Committee members remuneration, the exchange rates used (official exchange rates of the Registration Document) are : 1 EUR =1.2045 CHF and 1 EUR= 1.2843USD
(2) The amount corresponds to the IFRS 2 Share-based Payment fair value as described in note 18 of Section 20
and analysts; deepening of the employees management policy; consolidation of the Group's commercial positions; general management.
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 during financial year n:
In the event of termination of the Chairman and Chief Executive Officer Office, the benefits he may be allocated would be determined depending on the following situations:
The criteria of the performance conditions can be found in the management report of the Board of Directors.
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 year n if at least 3 out of the 4 criteria below are fulfilled:
(A) SCOR's average financial strength by S&P rating must be maintained (minimum) "A" in year n-1 and n-2;
(B) SCOR Global P&C's average net combined ratio must be less than or equal to 102% in year n-1 and n-2;
(C) SCOR Global Life's average operational margin must be higher than or equal to 3% in year n-1 and n-2;
(D) SCOR's average ROE must be higher than 300 points above the risk-free rate in year n-1 and n-2.
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 2012, 2011 and 2010:
| Summary table of the gross compensation, shares and stock options granted to the Corporate Officer: |
||||||
|---|---|---|---|---|---|---|
| Gross | Value of | |||||
| In EUR | compensation (details below) |
Value of the shares granted (3) |
stock options granted (3) |
Total compensation |
||
| 2012 | 2,198,000 | 2,063,750 (4) | 387,500 (4) | 4,649,250 | ||
| 2011 | 2,108,300 | 3,033,750 (4) | 326,250 (4) | 5,468,300 | ||
| 2010 | 2,241,250 | 1,912,500 (4) | 387,500 (4) | 4,541,250 |
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 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 and free shares granted until the termination of his duties.
In addition to these conditions specified above, the Board of Directors of 12 December 2008 decided that for all the grants posterior to that date, the Corporate Officer is required to buy on the market a number of shares equal to 5% of the number of performance and free shares granted 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 2012, 2011 and 2010:
| Summary table of the gross compensation granted to the Corporate Officer | |||||
|---|---|---|---|---|---|
| Fixed | Variable | Director's | Gross | ||
| In EUR | compensation | compensation | fees | compensation | Advantages |
| 2012 | 1,200,000 | 950,000 | 48,000 | 2,198,000 | Company Car |
| 2011 | 1,200,000 | 865,500 | 42,800 | 2,108,300 | Company Car |
| 2010 | 1,200,000 | 1,000,000 | 41,250 | 2,241,250 | Company Car |
The following table presents the summary of gross compensation paid to the Corporate Officer during fiscal years 2012, 2011 and 2010:
| Summary table of the gross compensation paid to the Corporate Officer | ||||||
|---|---|---|---|---|---|---|
| Fixed compensation | Variable | Director's | Gross | Advantages | ||
| In EUR | compensation | fees | compensation | |||
| 2012 | 1,200,000 | 865,500 | 48,000 | 2,113,500 | Company Car | |
| 2011 | 1,200,000 | 1,000,000 | 42,800 | 2,242 800 | Company Car | |
| 2010 | 1,200,000 | 1,000,000 | 42,850 | 2,242,850 | 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.
Subscription and share purchase options granted to the Corporate Officer
| Date of the 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 |
Exercice price |
Period of exercise |
|---|---|---|---|---|---|
| 23 March Denis Kessler 2012 |
Subscription | 125,000 | 387,500 | 20.17 | 03/24/2016 to 03/23/2022 |
(3) 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 8 March 2012 and 8 March 2011 under number n. D.12-0140 and D.11-0103 for the details of the performance conditions applicable to the shares and stock-options granted to the Executive and Corporate Office
(4) 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 (IFRS2 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.
Subscription and share purchase options exercised by the Corporate Officer
| Options exercised by the Executive and Corporate Officer (nominative list) |
Number of options exercised during the period |
Date of the plan |
Exercise price |
|---|---|---|---|
| Denis Kessler | - | - | - |
Performance shares granted to the Corporate Officer
| Performance shares granted during the period to the Corporate Officer by the issuer or by another company of the Group |
Date of the plan |
Number of shares granted during the period |
Valuation of shares as per method used in the consolidated accounts In EUR |
Acquisition date |
Date of ownership transfer |
|---|---|---|---|---|---|
| Denis Kessler | 3 May 2012 | 125,000 | 2,063,750 | 4 May 2014 | 4 May 2016 |
Performance shares acquired by the Corporate Officer
| Number of shares | Date of | Conditions |
|---|---|---|
| acquired | the | of |
| during the period | plan | acquisition |
| Requirement of presence at the | ||
| company as at 30 April 2010 | ||
| 75,000 | 7 May 2008 | Performance conditions |
The following table presents the gross compensation related to fiscal years 2012, 2011 and 2010 and paid in 2012, 2011 and 2010 to the members of the Executive Committee:
| Members of the Executive Committee - Gross Compensation | |||||||
|---|---|---|---|---|---|---|---|
| 2012 | 2011 | 2010 | |||||
| In EUR | Related to | Paid | Related to | Paid | Related to | Paid | |
| Benjamin Gentsch (Paid in CHF (1) ) |
891,357 | 835,645 | 816,550 | 868,095 | 868,095 | 868,095 | |
| Frieder Knüpling (2) | 557,160 | 497,432 | 457,432 | 419,110 | 339,110 | 257,360 | |
| Paolo De Martin (Paid in CHF (1) ) |
1,290,859 | 1,290,281 | 1,261,331 | 1,216,715 | 1,233,029 | 1,215,595 | |
| Gilles Meyer (6) | 1,165,701 | 1,016,760 | 864,197 | 882,286 | 854,312 | 833,335 | |
| Victor Peignet | 1,306,743 | 1,074,563 | 924,200 | 925,887 | 904,208 | 818,853 | |
| Paul Rutledge (4) (Paid in USD) |
682,742 | 524,117 | 269,678 | 148,018 | N/A | N/A | |
| Philippe Trainar (3) | 684,581 | 618,921 | 568,100 | 535,060 | 436,960 | 321,203 | |
| François de Varenne | 864,241 | 797,821 | 747,703 | 720,123 | 619,434 | 612,457 | |
| Members of the Executive Committee |
7,443,384 | 6,655,540 | 5,909,191 | 5,715,294 | 5,255,148 | 4,926,898 | |
| Denis Kessler | 2,198,000 | 2,113,500 | 2,108,300 | 2,242,800 | 2,241,250 | 2,242,850 | |
| Executive Committee (5) | 9,641,384 | 8,769,040 | 8,017,491 | 7,958,094 | 7,496,398 | 7,169,748 |
(1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF
(2) Frieder Knüpling is member of the COMEX since 1 July 2010. He is Deputy Group Chief Risk Officer since 1 October 2012
(3) Philippe Trainar is member of the COMEX since 1 April 2010 as Group Chief Risk Officer (4) Paul Rutledge is member of the COMEX since 10 August 2011 as CEO of SCOR Global Life America and Deputy CEO for SCOR Global Life. The compensation is paid in USD, the exchange rate used is: 1 EUR = 1.2843 USD. Amounts are calculated and paid since 10 August 2011
(5) Including the Chairman and Chief Executive Officer for whose remuneration details are available in Section 15.1.2.1 (6) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF.
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 2012, 2011 and 2010 for the members of the Executive Committee (other than the Chairman and Chief Executive Officer).
| Year 2012 | Year 2011 | ||||||
|---|---|---|---|---|---|---|---|
| Fixed compensatio |
Variable compensatio |
Premiums/ | Gross compensatio |
Fixed compensatio |
Variable compensatio |
||
| In EUR | n | n | Allowances | n | n | n | |
| Benjamin Gentsch (Paid in CHF (1)) |
498,132 | 358,655 | 34,570(2) | 891,357 | 479,037 | 302,943 | |
| Frieder Knüpling(8) | 320,000 | 236,800 | 360 | 557,160 | 280,000 | 177,072 | |
| Paolo De Martin (Paid in CHF (1)) |
705,687 | 550,436 | 34,736(2) | 1,290,859 | 673,292 | 552,348 (6) | |
| Gilles Meyer (5) | 673,292 | 457,839 | 34,570(2) | 1,165,701 | 543,323 | 308,898(7) | |
| Victor Peignet | 700,000 | 602,000(10) | 4,743 | 1,306,743 | 550,000 | 369,820 (7) | |
| Paul Rutledge (Paid in USD (3)) |
380,932 | 288,873 | 12,937 | 682,742 | 155,547 | 108,740 | |
| Philippe Trainar(9) | 400,000 | 280,000 | 4,581 | 684,581 | 350,000 | 214,340 | |
| François de Varenne |
500,000 | 360,000 | 4,241 | 864,241 | 450,000 | 293,580 |
(1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF (the exchange rate of reference for the DDR)
(2) Those allowances cover business expenses
(3) The compensation is paid in USD since 10 August 2011, the exchange rate used is: 1 EUR = 1.2843 USD (the exchange rate of reference for the DDR)
(4) This amount includes an expatriation premium related to fiscal year 2010
(5) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF. (6) This amount includes a specific bonus of CHF 120,000 for the Transamerica Re acquisition
(7) This amount includes an expatriation premium related to fiscal year 2011
(8) Frieder Knüpling is member of the COMEX since 1 July 2010. He is Deputy Chief Risk Officer since 1 October 2012
(9) Philippe Trainar is member of the COMEX since 1 April 2010 as Chief Risk Officer
(10) This amount includes an expatriation bonus for 2012
The following table presents the components of the actual gross compensation paid in 2012, 2011, 2010 to the members of the Executive Committee (other than the Chairman and Chief Executive Officer).
| Year 2012 | Year 2011 | ||||||
|---|---|---|---|---|---|---|---|
| Fixed | Variable | Gross | Fixed | Variable | |||
| compensatio | compensatio | Premiums/ | compensatio | compensatio | compensatio | ||
| In EUR | n | n | Allowances | n | n | n | |
| Benjamin Gentsch | |||||||
| (Paid in CHF (1)) | 498,132 | 302,943 | 34,570(2) | 835,645 | 479,037 | 354,487 | |
| Frieder Knüpling(6) | 320,000 | 177,072 | 360 | 497,432 | 280,000 | 138,750 | |
| Paolo de Martin | |||||||
| (Paid in CHF (1)) | 705,687 | 539,895 | 44,699(2)(8) | 1,290,281 | 673,292 | 512,714 | |
| Gilles Meyer (5) | 673,292 | 308,898 | 34,570(2) | 1,016,760 | 543,323 | 319,850 | |
| Victor Peignet | 700,000 | 369,820 | 4,743 | 1,074,563 | 550,000 | 360,550 | |
| Paul Rutledge | |||||||
| (Paid in USD (4)) | 380,932 | 130,248 | 12,937 | 524,117 | 155,547 | N/A | |
| Philippe Trainar(7) | 400,000 | 214,340 | 4,581 | 618,921 | 350,000 | 181,300 | |
| François de | |||||||
| Varenne | 500,000 | 293,580 | 4,241 | 797,821 | 450,000 | 266,000 |
(1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF (the exchange rate of reference for the DDR)
(2) Those allowances cover business expenses
(3) This amount includes an expatriation premium related to fiscal year 2010.
(4) The compensation is paid in USD since 10 August 2011, the exchange rate used is: 1 EUR = 1.2843 USD (the exchange rate of reference for the DDR)
(5) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF.
(6) Frieder Knüpling is member of the COMEX since 1 July 2010. He is Deputy Chief Risk Officer since 1 October 2012 (7) Philippe Trainar is member of the COMEX since 1 April 2010 as Chief Risk Officer
(8) This amount includes a payroll adjustment of CHF 12,000 (EUR 9,963) for the years 2011 and 2010
| Year 2011 | Year 2010 | ||||
|---|---|---|---|---|---|
| Premium/ Allowances |
Gross compensation |
Fixed compensation |
Variable compensation |
Premiums/ Allowances |
Gross compensation |
| 34,570 (2) | 816,550 | 479,037 | 354,487 | 34,570 (2) | 868,095 |
| 360 | 457,432 | 200,000 | 138,750 | 360 | 339,110 |
| 35,691 (2) | 1,261,331 | 673,292 | 525,167 | 34,570 (2) | 1,233,029 |
| 11,976 (2) | 864,197 | 500,000 | 350,000 (4) | 4,312 | 854,312 |
| 4,380 | 924,200 | 500,000 | 400,000 (4) | 4,208 | 904,208 |
| 5,391 | 269,678 | N/A | N/A | N/A | N/A |
| 3,760 | 568,100 | 252,000 | 181,300 | 3,660 | 436,960 |
| 4,123 | 747,703 | 350,000 | 266,000 | 3,434 | 619,434 |
(1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF (the exchange rate of reference for the DDR)
(2) Those allowances cover business expenses (3) The compensation is paid in USD since 10 August 2011, the exchange rate used is: 1 EUR = 1.2843 USD (the exchange rate of reference for the DDR)
(4) This amount includes an expatriation premium related to fiscal year 2010
(5) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF.
(6) This amount includes a specific bonus of CHF 120,000 for the Transamerica Re acquisition
(7) This amount includes an expatriation premium related to fiscal year 2011
(8) Frieder Knüpling is member of the COMEX since 1 July 2010. He is Deputy Chief Risk Officer since 1 October 2012
(9) Philippe Trainar is member of the COMEX since 1 April 2010 as Chief Risk Officer
(10) This amount includes an expatriation bonus for 2012
| Year 2011 | Year 2010 | ||||
|---|---|---|---|---|---|
| Premium/ Allowances |
Gross compensation |
Fixed compensation |
Variable compensation |
Premiums/ Allowances |
Gross compensation |
| 34,570 (2) | 868,095 | 479,037 | 354,487 | 34,570 (2) | 868,095 |
| 360 | 419,110 | 200,000 | 57,000 | 360 | 257,360 |
| 30,710 (2) | 1,216,715 | 673,292 | 512,714 | 29,589 (2) | 1,215,595 |
| 19,113 (2) | 882,286 | 500,000 | 306,011 | 27,325 (3) | 833,335 |
| 15,337 | 925,887 | 500,000 | 286,152 | 32,701 (3) | 818,853 |
| 5,391 | 148,018 | N/A | N/A | N/A | N/A |
| 3,760 | 535,060 | 252,000 | 65,544 | 3,660 | 321,203 |
| 4,123 | 720,123 | 350,000 | 259,023 | 3,434 | 612,457 |
(1) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF (the exchange rate of reference for the DDR)
(2) Those allowances cover business expenses
(3) This amount includes an expatriation premium related to fiscal year 2010
(4) The compensation is paid in USD since 10 August 2011, the exchange rate used is: 1 EUR = 1.2843 USD (the exchange rate of reference for the DDR)
(5) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2045 CHF. (6) Frieder Knüpling is member of the COMEX since 1 July 2010. He is Deputy Chief Risk Officer since 1 October 2012
(7) Philippe Trainar is member of the COMEX since 1 April 2010 as Chief Risk Officer
(8) This amount includes a payroll adjustment of CHF 12,000 (EUR 9,963) for the years 2011 and 2010
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 2012 and 17.2.3 – Free allocation of shares to COMEX members and other company officers 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).
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 on the terms and conditions for preparing and organising the work of the Board of Directors and on internal control procedures in compliance with Article L. 225-37 of the French Commercial Code.
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 one financial year 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 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 capped at 50% of the average last salaries, provided in particular he has been with the Group for a minimum of five years. The rights to this pension are calculated on the basis of the average compensation received over the last five years with the Group. 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 20% to 50% 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.
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 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 33 million as at 31 December 2012, i.e.,13% of the total commitment of the Group for pension plans of EUR 254 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 – Unconsolidated corporate financial statements of SCOR SE, Note 6 – Contingency reserves.
| 16.1 | Date of expiration of the current term of office |
146 |
|---|---|---|
| 16.2 | Information on service contracts of members of Administrative and Management bodies |
146 |
| 16.3 | Information on the Audit Committee and the Compensation and Nomination Committee |
146 |
| 16.4 | Corporate governance regime | 147 |
| Name | Term in Office | Date of expiration |
First appointment date | Duties the renewal of which will be proposed to the next Ordinary annual meeting of the Shareholders |
|---|---|---|---|---|
| Chairman of the Board of Directors and Chief Executive |
||||
| Denis Kessler | Officer | (*) 2017 |
4 November 2002 | N/A |
| Gérard Andreck | Director | (*) 2013 |
18 March 2008 (1) | tbc (2) |
| Peter Eckert | Director | (*) 2015 |
15 April 2009 | N/A |
| Charles Gave | Director | 2013 (*) | 4 May 2011 | tbc (2) |
| Kevin J. Knoer | Director | 2014(*) | 3 May 2012 | N/A |
| Daniel Lebègue | Director | (*) 2013 |
15 May 2003 | tbc (2) |
| Malakoff MédéricGroup |
Director | (*) 2017 |
15 April 2009 | N/A |
| Monica Mondardini | Director | 2014 (*) | 28 April 2010 | N/A |
| Guylaine Saucier | Director | 2015 (*) | 4 May 2011 | N/A |
| Jean-Claude Seys | Director | (*) 2013 |
15 May 2003 | tbc (2) |
| Claude Tendil | Director | (*) 2017 |
15 May 2003 | N/A |
| Daniel Valot | Director | (*) 2015 |
15 May 2003 | N/A |
| Georges Chodron de Courcel |
Non-Voting Director | (*) 2013 |
9 May 1994 (Director) 15 May 2003 (Non Voting Director) |
tbc (2) |
(*) At the end of the Ordinary Annual General Shareholder's Meeting taking place during the indicated year
(1) Cooptation with ratification voted on by the Ordinary General Shareholders' Meeting of 7 May 2008
(2) To be determinded prior to the Ordinary Shareholders' Meeting of 25 April 2013
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, 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.
The Board considered 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 are disclosed in the report of the Chairman of the Board of Directors in Appendix B.
| 17.1 | Number of employees | 150 |
|---|---|---|
| 17.2 | Information on shareholdings and stock options or Company stock purchases by members of Administrative and Management bodies |
151 |
| 17.3 | Plans providing employee participation in Company |
157 |
| 17.4 | Defined pension schemes | 167 |
The total number of employees of the Group increased from 2,184 as at 31 December 2011 to 2,284 as at 31 December 2012. The distribution of personnel covers the various geographical areas to meet strategic principles of the Group.
The following table sets forth the distribution of employees at the dates indicated:
| As at 31 December | ||||
|---|---|---|---|---|
| 2012 | 2011 | 2010 | ||
| Paris (2) | 713 | 665 | 631 | |
| Americas (3) | 628 | 603 | 306 | |
| Zurich (4) | 239 | 237 | 253 | |
| Köln (5) | 208 | 211 | 202 | |
| London (6) | 189 | 174 | 149 | |
| Singapore (7) | 173 | 150 | 124 | |
| Total excluding ReMark | 2,150 | 2,040 | 1,665 | |
| ReMark (8) | 134 | 144 | 157 | |
| TOTAL | 2,284 | 2,184 | 1,822 |
| As at 31 December | ||||
|---|---|---|---|---|
| 2012 | 2011 | 2010 | ||
| SCOR Global P&C | 712 | 658 | 656 | |
| SCOR Global Life (10) | 848 | 817 | 452 | |
| SCOR Global Investments | 51 | 45 | 39 | |
| Group Functions and Support(9) | 539 | 520 | 518 | |
| Total excluding ReMark | 2,150 | 2,040 | 1,665 | |
| ReMark (8) | 134 | 144 | 157 | |
| TOTAL | 2,284 | 2,184 | 1,822 |
(1) Each Hub covers a region and may encompass several countries
(2) Paris Hub covers France, Spain, Italy, Belgium, the Netherlands, Russia, South Africa and Luxembourg
(3) Americas Hub covers United-States, Mexico, Brazil, Canada, Chili and Colombia. In 2011, the former Transamericas Re employees were mostly included in the Hub Americas
(4) Zurich Hub covers Switzerland and Israel
(5) Köln Hub covers Germany and Austria
(6) London Hub covers United Kingdom, Ireland and Sweden
(7) Singapore Hub covers China, Hong-Kong India, Japan, Korea, Malaysia, Singapore, Taiwan and Australia
(8) 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
(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 2011 and 2012, the former Transamerica Re employees are temporarily included in the SCOR Global Life division. For 2012, Rehalto (29 employees at 31 December 2012) and Telemed (29 employees at 31 December 2012) are 100% subsidiaries of SCOR Global Life 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 31/12/2012 |
|---|---|
| Mr. Denis Kessler | 571,040 |
| Mr. Gérard Andreck | 1,785 |
| M. Peter Eckert | 1,591 |
| Mr Charles Gave | 1,165 |
| Mr Kevin J. Knoer | 5,000 |
| Mr. Daniel Lebègue | 2,035 |
| Mr. Guillaume Sarkozy, representing Malakoff Médéric Group (1) |
0 |
| Mrs. Monica Mondardini | 1,265 |
| Mrs Guylaine Saucier | 1,165 |
| Mr. Jean-Claude Seys | 3,215 |
| Mr. Claude Tendil | 3,275 |
| Mr. Daniel Valot | 5,943 |
| Non-voting Director Mr. Georges Chodron de Courcel |
4,654 |
| Total | 602,133 |
(1) Malakoff Médéric Group holds, as at 31 December 2012, 5 875 506 SCOR shares
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 2012.
| Directors and officers | Operations made in 2012 for a greater amount than EUR 5,000 |
|---|---|
| Mr. Denis Kessler | NA |
| Mr. Gérard Andreck | Acquisition of shares for a total amount of EUR 10,000 |
| Mr. Peter Eckert | Acquisition of shares for a total amount of EUR 10,000 |
| Mr Charles Gave | Acquisition of shares for a total amount of EUR 10,000 |
| Mr. Kevin J. Knoer | NA |
| Mr. Daniel Lebègue | Acquisition of shares for a total amount of EUR 10,000 |
| Mr. Guillaume Sarkozy, representing Médéric Prévoyance | NA |
| Mrs. Monica Mondardini | Acquisition of shares for a total amount of EUR 10,000 |
| Mr. Luc Rougé | N/A |
| Mrs Guylaine Saucier | Acquisition of shares for a total amount of EUR 10,000 |
| Mr. Jean-Claude Seys | Acquisition of shares for a total amount of EUR 10,000 |
| Mr. Claude Tendil | Acquisition of shares for a total amount of EUR 10,000 |
| Mr. Daniel Valot | Acquisition of shares for a total amount of EUR 10,000 |
| Non-voting Director | |
| Mr. Georges Chodron de Courcel | Acquisition of shares for a total amount of EUR 10,000 |
17.2.2 STOCK OPTIONS HELD BY THE MEMBERS OF THE EXECUTIVE COMMITTEE AND OTHER COMPANY OFFICERS AS AT 31 DECEMBER 2012
The table below presents the stock options and stock purchase allocation plans awarded to the members of the Executive Committee on 31 December 2012:
| Number of | ||||||
|---|---|---|---|---|---|---|
| stock options | Potential | |||||
| Options | underlying | Price | transaction | Exercise | ||
| exercised | shares | Date of plans | (EUR) | volume (EUR) | period 02/28/2007 to |
|
| Denis Kessler | - | 38,135 | 02/28/2003 | 27.30 | 1,041,086 | 02/27/2013 |
| 06/03/2007 to | ||||||
| - | 16,783 | 06/03/2003 | 37.60 | 631,041 | 06/02/2013 | |
| 08/26/2008 to | ||||||
| - | 39,220 | 08/25/2004 | 10.90 | 427,498 | 08/25/2014 | |
| 09/16/2009 to | ||||||
| - | 46,981 | 09/16/2005 | 15.90 | 746,998 | 09/15/2015 | |
| 09/15/2010 to | ||||||
| - | 57,524 | 09/14/2006 | 18.30 | 1,052,689 | 09/14/2016 | |
| 09/13/2011 to | ||||||
| - | 55,000 | 09/13/2007 | 17.58 | 966,900 | 09/12/2017 | |
| 05/22/2012 to | ||||||
| - | 75,000 | 05/22/2008 | 15.63 | 1,172,250 | 05/21/2018 | |
| 03/23/2013 to | ||||||
| - | 125,000 | 03/23/2009 | 14.917 | 1,864,625 | 03/22/2019 | |
| 03/19/2014 to | ||||||
| - | 125,000 | 03/18/2010 | 18.40 | 2,300,000 | 03/18/2020 | |
| - | 125,000 | 03/22/2011 | 19.71 | 2,463,750 | 03/23/2015 to 03/22/2021 |
|
| 03/24/2016 to | ||||||
| - | 125,000 | 03/23/2012 | 20.17 | 2,521,250 | 03/23/2022 | |
| Total | 828,643 | 15,188,087 | ||||
| 12/15/2010 to | ||||||
| Frieder Knüpling | - | 5,000 | 12/14/2006 | 21.70 | 108,500 | 12/14/2016 |
| 09/13/2011 to | ||||||
| - | 5,000 | 09/13/2007 | 17.58 | 87,900 | 09/12/2017 | |
| 09/10/2012 to | ||||||
| - | 15,000 | 09/10/2008 | 15.63 | 234,450 | 09/09/2018 | |
| 03/23/2013 to | ||||||
| - | 15,000 | 03/23/2009 | 14.917 | 223,755 | 03/22/2019 | |
| 03/19/2014 to | ||||||
| - | 32,000 | 03/18/2010 | 18.40 | 588,800 | 03/18/2020 | |
| 03/23/2015 to | ||||||
| - | 40,000 | 03/22/2011 | 19.71 | 788,400 | 03/22/2021 | |
| - | 40,000 | 03/23/2012 | 20.17 | 806,800 | 03/24/2016 to 03/23/2022 |
|
| Total | 152,000 | 2,838,605 | 09/13/2011 to | |||
| Benjamin Gentsch | - | 50,000 | 09/13/2007 | 17.58 | 879,000 | 09/12/2017 |
| 05/22/2012 to | ||||||
| - | 24,000 | 05/22/2008 | 15.63 | 375,120 | 05/21/2018 | |
| 03/23/2013 to | ||||||
| - | 32,000 | 03/23/2009 | 14.917 | 477,344 | 03/22/2019 | |
| 03/19/2014 to | ||||||
| - | 40,000 | 03/18/2010 | 18.40 | 736,000 | 03/18/2020 | |
| 03/23/2015 to | ||||||
| - | 40,000 | 03/22/2011 | 19.71 | 788,400 | 03/22/20211 | |
| 03/24/2016 to | ||||||
| - | 40,000 | 03/23/2012 | 20.17 | 806,800 | 03/23/2022 | |
| Total | 226,000 | 4,062,664 | ||||
| 09/13/2011 to | ||||||
| Paolo De Martin | - | 50,000 | 09/13/2007 | 17.58 | 879,000 | 09/12/2017 |
| - | 36,000 | 05/22/2008 | 15.63 | 562,680 | 05/22/2012 to 05/21/2018 |
|
| 03/23/2013 to | ||||||
| - | 48,000 | 03/23/2009 | 14.917 | 716,016 | 03/22/2019 | |
| 03/19/2014 to | ||||||
| - | 48,000 | 03/18/2010 | 18.40 | 883,200 | 03/18/2020 | |
| Number of | ||||||
|---|---|---|---|---|---|---|
| stock options | Potential | |||||
| Options exercised |
underlying shares |
Date of plans | Price (EUR) |
transaction volume (EUR) |
Exercise period |
|
| 03/23/2015 to | ||||||
| - | 48,000 | 03/22/2011 | 19.71 | 946,080 | 03/22/2021 | |
| 03/24/2016 to | ||||||
| - | 48,000 | 03/23/2012 | 20.17 | 968,160 | 03/23/2022 | |
| Total | 278,000 | 4,955,136 | ||||
| Gilles Meyer | - | 12,550 | 09/14/2006 | 18.30 | 229,665 | 09/15/2010 to 09/14/2016 |
| 09/13/2011 to | ||||||
| - | 30,000 | 09/13/2007 | 17.58 | 527,400 | 09/12/2017 | |
| 05/22/2012 to | ||||||
| - | 36,000 | 05/22/2008 | 15.63 | 562,680 | 05/21/2018 | |
| - | 48,000 | 03/23/2009 | 14.917 | 716,016 | 03/23/2013 to 03/22/2019 |
|
| 03/19/2014 to | ||||||
| - | 48,000 | 03/18/2010 | 18.40 | 883,200 | 03/18/2020 | |
| 03/23/2015 to | ||||||
| - | 40,000 | 03/22/2011 | 19.71 | 788,400 | 03/22/2021 | |
| Total | 214,550 | 3,707,361 | ||||
| Victor Peignet | - | 2,745 | 02/28/2003 | 27.30 | 74,939 | 02/28/2007 to 02/27/2013 |
| 06/03/2007 to | ||||||
| - | 2,937 | 06/03/2003 | 37.60 | 110,431 | 06/02/2013 | |
| 08/26/2008 to | ||||||
| - | 12,550 | 08/25/2004 | 10.90 | 136,795 | 08/25/2014 | |
| - | 20,880 | 09/16/2005 | 15.90 | 331,992 | 09/16/2009 to 09/15/2015 |
|
| 09/15/2010 to | ||||||
| - | 26,147 | 09/14/2006 | 18.30 | 478,490 | 09/14/2016 | |
| 09/13/2011 to | ||||||
| - | 35,000 | 09/13/2007 | 17.58 | 615,300 | 09/12/2017 | |
| - | 36,000 | 05/22/2008 | 15.63 | 562,680 | 05/22/2012 to 05/21/2018 |
|
| 03/23/2013 to | ||||||
| - | 48,000 | 03/23/2009 | 14.917 | 716,016 | 03/22/2019 | |
| 03/19/2014 to | ||||||
| - | 48,000 | 03/18/2010 | 18.40 | 883,200 | 03/18/2020 | |
| 03/23/2015 to | ||||||
| - | 48,000 | 03/22/2011 | 19.71 | 946,080 | 03/22/2021 03/24/2016 to |
|
| - | 48,000 | 03/23/2012 | 20.17 | 968,160 | 03/23/2022 | |
| Total | 328,259 | 6,214,983 | ||||
| 09/02/2015 to | ||||||
| Paul Rutledge | - | 48,000 | 09/01/2011 | 15.71 | 754,080 | 09/01/2021 |
| - | 48,000 | 23/03/2012 | 20.17 | 968,160 | 24/03/2016 to 23/03/2012 |
|
| Total | 96,000 | 1,722,240 | ||||
| 09/15/2010 to | ||||||
| Philippe Trainar | - | 10,459 | 09/14/2006 | 18.30 | 191,400 | 09/14/2016 |
| 09/13/2011 to | ||||||
| - | 10,000 | 09/13/2007 | 17.58 | 175,800 | 09/12/2017 | |
| - | 10,000 | 09/10/2008 | 15.63 | 156,300 | 10/09/2012 to 09/09/2018 |
|
| 03/23/2013 to | ||||||
| - | 12,000 | 03/23/2009 | 14.917 | 179,004 | 03/22/2019 | |
| 03/19/2014 to | ||||||
| - | 40,000 | 03/18/2010 | 18.40 | 736,000 | 03/18/2020 | |
| 03/23/2015 to | ||||||
| - | 40,000 | 03/22/2011 | 19.71 | 788,400 | 03/22/2021 03/24/2016 to |
|
| - | 40,000 | 03/23/2012 | 20.17 | 806,800 | 03/23/2022 | |
| Total | 162,459 | 3,033,704 |
| Number of stock options |
Potential | |||||
|---|---|---|---|---|---|---|
| Options | underlying | Price | transaction | Exercise | ||
| exercised | shares | Date of plans | (EUR) | volume (EUR) | period | |
| François de | 09/16/2009 to | |||||
| Varenne | - | 7,308 | 09/16/2005 | 15.90 | 116,197 | 09/15/2015 |
| 09/15/2010 to | ||||||
| - | 15,688 | 09/14/2006 | 18.30 | 287,090 | 09/14/2016 | |
| 09/13/2011 to | ||||||
| - | 20,000 | 09/13/2007 | 17.58 | 351,600 | 09/12/2017 | |
| 05/22/2012 to | ||||||
| - | 24,000 | 05/22/2008 | 15.63 | 375,120 | 05/21/2018 | |
| 03/23/2013 to | ||||||
| - | 32,000 | 03/23/2009 | 14.917 | 477,344 | 03/22/2019 | |
| 03/19/2014 to | ||||||
| - | 40,000 | 03/18/2010 | 18.40 | 736,000 | 03/18/2020 | |
| 03/23/2015 to | ||||||
| - | 40,000 | 03/22/2011 | 19.71 | 788,400 | 03/22/2021 | |
| 03/24/2016 to | ||||||
| - | 40,000 | 03/23/2012 | 20.17 | 806,800 | 03/23/2022 | |
| Total | 218,996 | 3,938,551 | ||||
| General Total | 2,504,907 | 45,270,431 |
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 posterior 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 of 12 December 2008 decided that for all the grants posterior to that date, the Corporate Officer is required to buy on the market 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 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 8 March 2012 and 8 March 2011 under number n. D.12-0140 and D.11-0103 for the details of the performance conditions applicable to the stock-options.
| Stock options granted to the top ten non-officer employees and exercised by them |
Number of shares underlying stocks options granted |
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) |
394,000 | 20.17 | 23 March 2012 |
| 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 isuer or these companies, whose number of options thus purchased or subscribed is the highest (aggregate information) |
101,715 | 16.03 | 25 August2004, 16 September 2005, 14 September 2006, 13 September 2007 et 10 September 2008 |
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 EXECUTIVE COMMITTEE MEMBERS AND OTHER COMPANY OFFICERS AS AT 31 DECEMBER 2012
The table below presents the share allocation plans awarded to the members of the Executive Committee on 31 December 2012:
| Price | ||||||
|---|---|---|---|---|---|---|
| per | ||||||
| Plan | Share award rights |
share (EUR) |
Transaction (EUR) |
Transfer date |
||
| Denis Kessler | 2004 Plan – Tranche A | 18,750 | 14.40 | 270,000 | 01/10/2005 | |
| 2004 Plan – Tranche B | - | - | 11/10/2005 | |||
| 2004 Plan – Forfeiture – | ||||||
| redistribution | 26,250 | 17.97 | 471,713 | 09/01/2007 | ||
| 2005 Plan | 45,000 | 17.97 | 808,650 | 09/01/2007 | ||
| 2006 Plan | 55,000 | 14.88 | 818,400 | 07/05/2008 | ||
| 2007 Plan | 80,000 | 15.17 | 1,213,600 | 05/25/2009 | ||
| 2008 Plan | 75,000 | 17.55 | 1,316,250 | 05/08/2010 | ||
| 2009 Plan | 125,000 | 18.885 | 2,360,625 | 03/17/2011 | ||
| 2010 Plan | 125,000 | 19.815 | 2,476,875 | 03/03/2012 | ||
| 2011 Plan | 125,000 | - | - | 03/08/2013 | ||
| 2011 – 2019 Long Term Incentive | ||||||
| Plan | 125,000 | - | - | 09/02/2017 | ||
| 2012 Plan | 125,000 | - | - | 05/04/2014 | ||
| Total | 925,000 | 9,736,113 | ||||
| Frieder Knüpling | 2006 Plan | 5,000 | 14.88 | 74,400 | 11/24/2008 | |
| 2007 Plan | 5,000 | 15.17 | 75,850 | 05/25/2011 | ||
| 2008 Plan | 15,000 | 16.55 | 248,250 | 08/27/2012 | ||
| 2009 Plan | 15,000 | 18.885 | 283,275 | 03/17/2013 | ||
| 2010 Plan | 32,000 | 19.815 | 634,080 | 03/03/2014 | ||
| 2011 Plan | 40,000 | - | - | 03/08/2015 | ||
| 2011 – 2019 Long Term Incentive | ||||||
| Plan | 40,000 | - | - | 09/02/2019 | ||
| 2012 Plan | 40,000 | - | - | 03/20/2016 | ||
| Total | 192,000 | 1,315,855 | ||||
| Benjamin Gentsch | 2007 Plan | 50,000 | 15.17 | 758,500 | 05/25/2009 | |
| 2008 Plan | 24,000 | 17.55 | 421,200 | 05/08/2012 | ||
| 2009 Plan | 32,000 | 18.885 | 604,320 | 03/17/2013 | ||
| 2010 Plan | 40,000 | 19.815 | 792,600 | 03/03/2014 |
| Price | |||||
|---|---|---|---|---|---|
| Share award | per share |
Transaction | Transfer | ||
| Plan | rights | (EUR) | (EUR) | date | |
| 2011 Plan | 40,000 | - | - | 03/08/2015 | |
| 2011 – 2019 Long Term Incentive | |||||
| Plan | 40,000 | - | - | 09/02/2019 | |
| 2012 Plan | 40,000 | - | - | 03/20/2016 | |
| Total | 266,000 | 2,576,620 | |||
| Paolo De Martin | 2007 Plan | 50,000 | 15.17 | 758,500 | 05/25/2011 |
| 2008 Plan | 36,000 | 17.55 | 631,800 | 05/08/2012 | |
| 2009 Plan | 48,000 | 18.885 | 906,480 | 03/17/2013 | |
| 2010 Plan | 48,000 | 19.815 | 951,120 | 03/03/2014 | |
| 2011 Plan | 48,000 | - | - | 03/08/2015 | |
| 2011 – 2019 Long Term Incentive | |||||
| Plan | 48,000 | - | - | 09/02/2019 | |
| Total | 2012 Plan | 48,000 326,000 |
- | - 3,247,900 |
03/20/2016 |
| Gilles Meyer | 2006 Plan | 12,000 | 14.88 | 178,560 | 07/05/2008 |
| 2007 Plan | 30,000 | 15.17 | 455,100 | 05/25/2009 | |
| 2008 Plan | 36,000 | 17.55 | 631,800 | 05/08/2010 | |
| 2009 Plan | 48,000 | 18.885 | 906,480 | 03/17/2011 | |
| 2010 Plan | 48,000 | 19.815 | 951,120 | 03/03/2012 | |
| 2011 Plan | 40,000 | - | - | 03/08/2013 | |
| 2011 - 2019 Long Term Incentive | |||||
| Plan | 40,000 | - | - | 09/02/2017 | |
| Total | 254,000 | 3,123,060 | |||
| Victor Peignet | 2004 Plan - Tranche A | 7,500 | 14.40 | 108,000 | 01/10/2005 |
| 2004 Plan – Tranche B | - | - | - | 11/10/2005 | |
| 2004 Plan – Forfeiture - redistribution | 10,500 | 17.97 | 188,685 | 09/01/2007 | |
| 2005 Plan | 20,000 | 17.97 | 359,400 | 09/01/2007 | |
| 2006 Plan | 25,000 | 14.88 | 372,000 | 07/05/2008 | |
| 2007 Plan | 35,000 | 15.17 | 530,950 | 05/25/2009 | |
| 2008 Plan | 36,000 | 17.55 | 631,800 | 05/08/2010 | |
| 2009 Plan | 48,000 | 18.885 | 906,480 | 03/17/2011 | |
| 2010 Plan | 48,000 | 19.815 | 951,120 | 03/03/2012 | |
| 2011 Plan | 48,000 | - | - | 03/08/2013 | |
| 2011 - 2019 Long Term Incentive | |||||
| Plan | 48,000 | - | - | 09/02/2017 | |
| 2012 Plan | 48,000 | - | - | 03/20/2014 | |
| 2012 Plan (PPP)(1) | 5 | - | - | 07/27/2014 | |
| Total | 374,005 | 4,048,435 | |||
| Paul Rutledge | 2011 Plan | 24,000* | - | - | 09/02/2015 |
| 2011 - 2019 Long Term Incentive Plan |
48,000 | - | - | 09/02/2019 | |
| 2012 Plan | 48,000 | - | - | 03/20/2016 | |
| Total | 120,000 | - | |||
| Philippe Trainar | 2006 Plan | 10,000 | 14.88 | 148,800 | 07/05/2008 |
| 2007 Plan | 10,000 | 15.17 | 151,700 | 05/25/2009 | |
| 2008 Plan | 10,000 | 16.55 | 165,500 | 08/27/2010 | |
| 2009 Plan | 12,000 | 18.885 | 226,620 | 03/17/2011 | |
| 2010 Plan | 40,000 | 19.815 | 792,600 | 03/03/2012 | |
| 2011 Plan | 40,000 | - | - | 03/08/2013 | |
| 2011 - 2019 Long Term Incentive | |||||
| Plan | 40,000 | - | - | 09/02/2017 | |
| 2012 Plan | 40,000 | - | - | 03/20/2014 | |
| 2012 Plan (PPP)(1) | 5 | - | - | 07/27/2014 | |
| Total | 202,005 | 1,485,220 | |||
| François de | |||||
| Varenne | 2005 Plan | 7,000 | 17.97 | 125,790 | 09/01/2007 |
| 2006 Plan | 15,000 | 14.88 | 223,200 | 11/08/2008 | |
| 2007 Plan | 20,000 | 15.17 | 303,400 | 05/25/2009 |
| Price per |
||||||
|---|---|---|---|---|---|---|
| Plan | Share award rights |
share (EUR) |
Transaction (EUR) |
Transfer date |
||
| 2008 Plan | 24,000 | 17.55 | 421,200 | 05/08/2010 | ||
| 2009 Plan | 32,000 | 18.885 | 604,320 | 03/17/2011 | ||
| 2010 Plan | 40,000 | 19.815 | 792,600 | 03/03/2012 | ||
| 2011 Plan | 40,000 | - | - | 03/08/2013 | ||
| 2011 - 2019 Long Term Incentive Plan |
40,000 | - | - | 09/02/2017 | ||
| 2012 Plan | 40,000 | - | - | 03/20/2014 | ||
| 2012 Plan (PPP)(1) | 5 | - | - | 07/27/2014 | ||
| Total | 258,005 | 2,470,510 | ||||
| General total | 2,917,015 | 28,003,713 |
(*) In addition, in 2011, a limited number of executive members of Transamerica Re received, as a special measure in the course of the completion of the acquisition of Transamerica Re, a specific Integration Deferred Bonus paid in SCOR shares (141,500 free shares and performance shares for 15 Partners including 24,000 performance shares for Paul Rutledge) All these shares, potentially transferable on 11 August 2013, are subject to the satisfaction of performance and presence conditions.
(1) 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 an identic allocation of 5 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, an 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 17.3 of this Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers on 8 March 2012 and 8 March 2011 under number n. D.12-0140 and D.11-0103 for the details of the performance conditions applicable to the stock-options.
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 posterior 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 of 12 December 2008 decided that for all the grants posterior to that date, the Corporate Officer is required to buy on the market 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 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.
Refer to Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 17 - Provisions for employee benefits and Appendix A – Unconsolidated Corporate financial statements of SCOR SE, Note 13 – Employee share-ownership plans.
On 4 May 2011, the General Shareholder's meeting of the Company's Board of Directors has authorized, in its twenty-eighth resolution, the Company's Board of Directors, under the provisions of Articles L.225-177 to L.225-185 of the Commercial Code, to grant upon proposal of the Compensation and Nominations Committee, on one or more occasions for the benefit of staff members and the corporate officer, 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 three million (3,000,000) of shares. This authorization was given for a period of eighteen months from 4 May 2011 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 28 April 2010.
On 3 May 2012, the General Shareholder's meeting of the Company's Board of Directors had authorized, in its eighteenth resolution, the Company's Board of Directors, under the provisions of Articles L.225-177 to L.225-185 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.225180 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 18 months from 3 May 2012 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 4 May 2011.
Following the authorization by the Shareholders' Meeting on 4 May 2011, the Company's Board of Directors of 19 March 2012, on the proposal of the Compensation and Nominations Committee of 19 March 2012, decided on 23 March 2012, to allocate 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 Partnership are key executives, managers, experts, and high potentials formally identified across the Group (the "Partners"). 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 19 March 2012, on the proposal of the Compensation and Nominations Committee of 19 March 2012, decided to allocate on 23 March 2012 125,000 stock options to the Chairman and Chief Executive Officer and 304,000 stock options to the others members of the Executive Committee.
The Chairman and CEO, under the authority given by the Board of Directors held on 19 March 2012 for the implementation of this plan, allocated on 23 March 2012 509,000 stock options.
Those options can be exercised at the earliest four years after the grant date, if the presence condition (4 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 24 March 2016 to 23 March 2022 inclusive. From this date, the purchase right shall expire.
The exercise of all of the stock options allocated in 2012 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:
The table below presents the total number of stock options allocated in 2011 and 2012 by category within the Group:
| Total number of stock options allocated in 2012 |
Total number of beneficiaries in 2012 |
Total number of stock options allocated in 2011 |
Total number of beneficiaries in 2011 |
|
|---|---|---|---|---|
| Corporate Officer (*) | 125,000 | 1 | 125,000 | 1 |
| Members of the | ||||
| Executive Committee | 304,000 | 7 | 392,000 | 9 |
| Partners | 509,000 | 63 | 493,000 | 63 |
| Total | 938,000 | 71 | 1,010,000 | 73 |
(*) 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.
On 4 May 2011, the Shareholder's Meeting of the Company, in its twenty-ninth resolution, has authorized the Company's Company's Board of Directors to make, on one or more occasions, 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 3,000,000 Shares, (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 4 years for beneficiaries not 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 eighteen months from 4 May 2011 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 28 April 2010.
On 3 May 2012, the Shareholder's Meeting of the Company, in its nineteenth resolution, had authorized the Company's Board of Directors to make, 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, (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 4 years for beneficiaries not 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 eighteen months from 3 May 2012 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 4 May 2011.
Following the authorization by the Shareholders' Meeting on 4 May 2011, the Company's Board of Directors of 19 March 2012, on the proposal of the Compensation and Nominations Committee of 19 March 2012, decided to grant performance shares to the members of the Executive Committee (except the Chairman and Chief Executive Officer), to Partners and grant also collective free shares to each employee non Partner of the Group.
The Company's Board of Directors of 19 March 2012, on the proposal of the Compensation and Nominations Committee of 19 March 2012, decided to allocate 304,000 performance shares to the members of the Executive Committee (except to the Chairman and Chief Executive Officer).
The Chairman and CEO, under the authority given by the Board of Directors held on 19 March 2012 for the implementation of this plan, allocated on 19 March 2012 1,218,700 performance shares to the other Partners of the Company and 168,240 free shares to Non Partners of the Company.
The conditions of the plan are similar to those previously decided by SCOR (notably as regards to the presence condition), with a vesting period of 2 years for the tax residents of 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 the beneficiaries not tax resident of France.
All the shares awarded to the Executive Committee members and Senior Global Partners and half of the allocations awarded to the other (less Senior Global Partners) beneficiaries, are subject to the satisfaction of performance conditions. The free shares awarded to the Non Partners as part of collective free shares are not subject to the 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:
(5) Absolute appliance of Group's ethical principles as described in the Code of Conduct of SCOR Group. These principles, as settlements to protect the interests of customers, are the pillars of sustainable development of SCOR and therefore its performance.
Following the authorization by the Shareholders' Meeting on 3 May 2012, the Company's Board of Directors of 3 May 2012, on the proposal of the Compensation and Nominations Committee of 19 March 2012, decided to grant performance shares to the Chairman and Chief Executive Officer.
The Company's Board of Directors of 3 May 2012, on the proposal of the Compensation and Nominations Committee of 19 March 2012, decided to allocate 125,000 performance shares to the Chairman and Chief Executive Officer.
The conditions of the plan are similar to those previously decided by SCOR (notably as regards to the presence condition), with a vesting period of 2 years for the tax residents of 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 the beneficiaries not tax resident of France.
All the shares awarded to the Chairman and Chief Executive Officer are subject to the satisfaction of 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:
Following the authorization by the Shareholders' Meeting on 3 May 2012, the Board of Directors of 26 July 2012, on the proposal of the Compensation and Nominations Committee of 26 July 2012, has set forth a 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 an identic allocation of 5 free shares without a presence condition nor a performance condition. Following this decision 3,180 free shares were allocated on 26 July 2012 to each employee of the Company that is France resident (except the Chairman and Chief Executive Officer)
Following the authorization by the Shareholders' Meeting on 3 May 2012, the Company's Board of Directors of 26 July 2012, on the proposal of the Compensation and Nominations Committee of 26 July 2012, implemented a SCOR Long Term Incentive Plan (the "LTIP"), for selected managers and executives of the Group in order to ensure retention of key employees while extending performance measurement 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 26 July 2012 for the implementation of this plan, allocated on 26 July 2012 108,500 performance shares to 23 Partners of the Company.
All the shares made under the LTIP are subject to the satisfaction of the same performance conditions as those set for the 19 March 2012 performance shares plan (for the description of the performance conditions, refer to paragraph "19 March 2012 performance shares ") and also to a market condition based on the comparison of the Total Shareholder Return (TSR) of SCOR with its main peers over two periods of respectively three and six years (respectively between 2012 and 2015 and between 2015 and 2018).
The performance criterion based on the TSR will be appreciated by considering the average "Volume-Weighted Average Price - VWAP" of the shares of SCOR SE (and the ones of the peer group of comparison) over a period preceding the award and the average VWAP of the shares of SCOR SE (and the ones of the peer group of comparison) before the end of the period under consideration.
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 by the Shareholders' Meeting on 3 May 2012, the Company's Board of Directors of 30 October 2012, on the proposal of the Compensation and Nominations Committee of 30 October 2012, decided to grant performance shares to certain Partners hired after 19 March 2012.
The Chairman and CEO, under the authority given by the Board of Directors held on 19 March 2012 for the implementation of this plan, allocated on 30 October 2012 98,400 performance shares to 24 Partners.
All the shares awarded to the Senior Global Partners and half of the allocations awarded to the other (less Senior Global Partners) beneficiaries, are subject to the satisfaction of performance conditions (for the description of the performance conditions, refer to paragraph "19 March 2012 performance shares").
The conditions of this plan are similar to those SCOR usually decides 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 the beneficiaries not tax residents in France.
The table below presents the total number of shares allocated in 2011 and 2012 by category within the Group :
| Total number of LTIP shares allocate in 2012 |
Total number of beneficiar ies of LTIP in 2012 |
Total number of shares allocated in 2012 (excludin g LTIP and PPP) |
Total number of beneficiar ies in 2012 (excludin g LTIP and PPP) |
Total number of LTIP shares allocate in 2011 (2) |
Total number of beneficiar ies of LTIP in 2011(2) |
Total number of shares allocated in 2011 (excluding LTIP) (2) |
Total number of beneficiar ies in 2011 (excludin g LTIP) (2) |
|
|---|---|---|---|---|---|---|---|---|
| Corporate Officer (1) |
- | - | 125,000 | 1 | 125,000 | 1 | 125,000 | 1 |
| Members of the Executive |
||||||||
| Committee | - | - | 304,000 | 7 | 392,000 | 9 | 368,000(3) | 9 |
| Partners | 108,500 | 23 | 1,317,100 | 521 | 196,000 | 41 | (3) 1,178,200 |
451 |
| Non Partners | - | - | 168,240 | 1,275 | 0 | 0 | 175,810 | 1,380 |
| Total | 108,500 | 23 | 1,914,340 | 1,804 | 713,000 | 51 | 1,847,010 | 1,841 |
(1) Chairman and Chief Executive Officer
(2) Including employees of Transamerica Re
(3) In addition, in 2011, a limited number of executive members of Transamerica Re received, as a special measure in the course of the completion of the acquisition of Transamerica Re, a specific Integration Deferred Bonus paid in SCOR shares (141,500 free shares and performance shares for 15 Partners including one member of the Executive Committee). All these shares, potentially transferable on 11 August 2013, are subject to the satisfaction of performance and presence conditions
| The following table shows the free shares plans currently in force within the Group: | ||||||
|---|---|---|---|---|---|---|
| Shareholders meeting and Company's Board of Director |
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 allocates to the ten first employees non corporate officers |
Allocation condition And criteria |
Source of shares to be allocated |
| 3 May 2012 30 October 2012 |
24,000 | From 30 October 2012 to 30 October 2016 included No holding period |
12 | 22,000 | Requirement of presence at the company as at 30 October 2014 Performance conditions |
Treasury shares |
| 3 May 2012 30 October 2012 |
74,400 | From 30 October 2012 to 30 October 2014 included 2 years |
12 | 73,000 | Requirement of presence at the company as at 30 October 2014 Performance conditions |
Treasury shares |
| 3 May 2012 26 July 2012 |
57,500 | From 26 July 2012 to 26 July 2018 included 2 years |
12 | 52,500 | Requirement of presence at the company as at 26 July 2018 Performance conditions |
Treasury shares |
| 3 May 2012 26 July 2012 |
51,000 | From 26 July 2012 to 26 July 2020 included No holding period |
11 | 49,000 | Requirement of presence at the company as at 26 July 2018 Performance conditions |
Treasury shares |
| 3 May 2012 26 July 2012 |
3,180 | From 26 July 2012 to 26 July 2014 included 2 years |
636 | 50 | - | Treasury shares |
| 3 May 2012 3 May 2012 |
125,000 | From 3 May 2012 to 3 May 2014 included 2 years |
1 | - | Requirement of presence at the company as at 3 May 2014 Performance conditions |
Treasury shares |
| 4 May 2011 19 March 2012 |
1,103,750 | From 19 March 2012 to 19 March 2016 included No holding period |
349 | 326,000 | Requirement of presence at the company as at 19 March 2014 Performance conditions |
Treasury shares |
| 4 May 2011 19 March 2012 |
418,950 | From 19 March 2012 to 19 March 2014 included 2 years |
155 | 182,000 | Requirement of presence at the company as at 19 March 2014 Performance conditions |
Treasury shares |
| 4 May 2011 19 March 2012 |
122,590 | From 19 March 2012 to 19 March 2016 included No holding period |
931 | 2,000 | Requirement of presence at the company as at 19 March 2014 |
Treasury shares |
| 4 May 2011 19 March 2012 |
45,650 | From 19 March 2012 to 19 March 2014 included 2 years |
344 | 2,000 | Requirement of presence at the company as at 19 March 2014 |
Treasury shares |
| 4 May 2011 9 November 2011 |
11,000 | From 12 December 2011 to 12 December 2013 included 2 years |
2 | 11,000 | Requirement of presence at the company as at 12 December 2013 Performance conditions |
Treasury shares |
| Shareholders meeting and Company's Board of Director |
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 allocates to the ten first employees non corporate officers |
Allocation condition And criteria |
Source of shares to be allocated |
|---|---|---|---|---|---|---|
| 4 May 2011 9 November 2011 |
7,800 | From 12 December 2011 to 12 December 2015 included No holding period |
4 | 7,800 | Requirement of presence at the company as at 12 December 2013 Performance conditions |
Treasury shares |
| 4 May 2011 9 November 2011 |
100,680 | From 12 December 2011 to 12 December 2015 included No holding period |
1,004 | 1,600 | Requirement of presence at the company as at 12 December 2013 |
Treasury shares |
| 4 May 2011 9 November 2011 |
40,340 | From 12 December 2011 to 12 December 2013 included 2 years |
376 | 2,620 | Requirement of presence at the company as at 12 December 2013 |
Treasury shares |
| 4 May 2011 27 July 201 |
415,500 | From 1 September 2011 to 1 September 2017 included 2 years |
21 | 253,000 | Requirement of presence at the company as at 1 September 2017 Performance conditions |
Treasury shares |
| 4 May 2011 27 July 2011 |
297,500 | From 1 September 2011 to 1 September 2019 No holding period |
30 | 222,500 | Requirement of presence at the company as at 1 September 2017 Performance conditions |
Treasury shares |
| 4 May 2011 27 July 2011 |
15,800 | From 1 September 2011 to 1 September 2013 included 2 years |
4 | 15,800 | Requirement of presence at the company as at 1 September 2013 Performance conditions |
Treasury shares |
| 4 May 2011 27 July 2011 |
320,850 | From 1 September 2011 to 1 September 2015 included No holding period |
85 | 122,500 | Requirement of presence at the company as at 1 September 2013 Performance conditions |
Treasury shares |
| 28 April 2010 7 March 2011 |
663,480 | From 7 March 2011 to 7 March 2013 included 2 years |
148 | 269,500 | Requirement of presence at the company as at 7 March 2013 Performance conditions |
Treasury shares |
| 28 April 2010 7 March 2011 |
687,060 | From 7 March 2011 to 7 March 2015 included No holding period |
249 | 216,500 | Requirement of presence at the company as at 7 March 2013 Performance conditions |
Treasury shares |
| Shareholders meeting and Company's Board of Director |
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 allocates to the ten first employees non corporate officers |
Allocation condition And criteria |
Source of shares to be allocated |
|---|---|---|---|---|---|---|
| 28 April 2010 28 April 2010 |
6,120 | From 17 December 2010 to 17 December 2012 included 2 years |
25 | 2,970 | Requirement of presence at the company as at 17 December 2012 |
Treasury shares |
| 28 April 2010 28 April 2010 |
26,500 | From 12 October 2010 to 12 October 2012 included 2 years |
11 | 26,000 | Requirement of presence at the company as at 12 October 2012 Performance conditions |
Treasury shares |
| 28 April 2010 28 April 2010 |
18,410 | From 12 October 2010 to 12 October 2014 included No holding period |
9 | 18,410 | Requirement of presence at the company as at 12 October 2012 Performance conditions |
Treasury shares |
| 15 April 2009 2 March 2010 |
680,700 | From 2 March 2010 to 2 March 2012 included 2 years |
123 | 281,500 | Requirement of presence at the company as at 2 March 2012 Performance conditions |
Treasury shares |
| 15 April 2009 2 March 2010 |
716,600 | From 2 March 2010 to 2 March 2014 included No holding period |
219 | 190,000 | Requirement of presence at the company as at 2 March 2012 Performance conditions |
Treasury shares |
| 15 April 2009 2 March 2010 |
66,780 | From 2 March 2010 to 2 March 2012 included 2 years |
318 | 2,100 | Requirement of presence at the company as at 2 March 2012 |
Treasury shares |
| 15 April 2009 2 March 2010 |
148,260 | From 2 March 2010 to 2 March 2014 included No holding period |
706 | 2,100 | Requirement of presence at the company as at 2 March 2012 |
Treasury shares |
| 15 April 2009 15 April 2009 |
72,000 | From 25 November 2009 to 25 November 2011 included 2 years |
7 | 72,000 | Requirement of presence at the company as at 25 November 2011 Performance conditions |
Treasury shares |
| 15 April 2009 15 April 2009 |
16,500 | From 25 November 2009 to 25 November 2013 included No holding period |
10 | 16,500 | Requirement of presence at the company as at 25 November 2011 Performance conditions |
Treasury shares |
| 15 April 2009 15 April 2009 |
30,500 | From 15 April 2009 to 15 April 2011 included 2 years |
18 | 21,000 | Requirement of presence at the company as at 15 April 2011 Performance conditions |
Treasury shares |
| Shareholders meeting and Company's Board of Director |
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 allocates to the ten first employees non corporate officers |
Allocation condition And criteria |
Source of shares to be allocated |
|---|---|---|---|---|---|---|
| 15 April 2009 15 April 2009 |
85,500 | From 15 April 2009 to 15 April 2013 included No holding period |
50 | 25,000 | Requirement of presence at the company as at 15 April 2011 Performance conditions |
Treasury shares |
| 7 May 2008 16 March 2009 |
599,800 | From 16 March 2009 to 16 March 2011 2 years |
110 | 225,000 | Requirement of presence at the company as at 16 March 2011 Performance conditions |
Treasury shares |
| 7 May 2008 16 March 2009 |
694,000 | From 16 March 2009 to 16 March 2013 No holding period |
189 | 193,000 | Requirement of presence at the company as at 16 March 2011 Performance conditions |
Treasury shares |
| 7 May 2008 3 March 2009 |
65,800 | From 3 March 2009 to 3 March 2011 2 years |
329 | 2,000 | Requirement of presence at the company as at 15 February 2011 |
Treasury shares |
| 7 May 2008 3 March 2009 |
149,600 | From 3 March 2009 to 3 March 2013 No holding period |
748 | 2,000 | Requirement of presence at the company as at 15 February 2011 |
Treasury shares |
| 7 May 2008 26 August 2008 |
427,500 | 26 August 2008 to 27 August 2010 2 years |
132 | 98,500 | Requirement of presence at the company as at 15 August 2010 Performance conditions |
Treasury shares |
| 7 May 2008 26 August 2008 |
771,500 | From 26 August 2008 to 26 August 2012, included / No holding period |
244 | 110,000 | Requirement of presence at the company as at 15 August 2010 Performance conditions |
Treasury shares |
| 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 2012 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 453,000 shares. Those rights concerned, for the tax residents of France, the Free Share Plan of 2 March 2010 whose transfer occurred on 3 March 2012 and, for the not tax resident of France, the Free Share Plan of 7 May 2008 and 26 August 2008 whose transfer occurred respectively on 8 May 2012 and 27 August 2012.
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 underlying shares 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 options thus purchased or subscribed is the highest, as well as the stock options granted to ten employees not Company officers whose number of options thus purchased 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 2012.
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 4 May 2011, the Combined Shareholders' Meeting of the Company in its thirtieth first 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 28 April 2010.
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 4 May 2011.
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 | ||
| United States | SCOR U.S. Group Retirement and | 1 | 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 | Defined Contribution Retirement Program (Employer funding varies by employee depending on age and service) |
||||
| United Kingdom |
UK Branch Stakeholder Pension Scheme (Friends Life) |
||||
| UK Branch Stakeholder Pension Scheme (AEGON) |
5 | Individual Funds accumulate from contributions and investment returns. At 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. |
|||
| UK Branch Personal Pension Plan (Legal & General) |
|||||
| UK Branch Personal Pension Plan (Skandia) |
|||||
| UK Branch Executive 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.
| 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 guaranteeing 20% to 50% of the average last 5 years salaries according to seniority if the beneficiary is at SCOR at retirement (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 | 6 | 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 U.S. Group Pension Plan was frozen on 10/01/2006 |
| United Kingdom |
Pension | 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 following table provides an overview of the primary defined benefits pension schemes in place in the Group.
(1) This scheme regroups a limited number of beneficiaries (with an executive status). It was closed to new entrants as at 30 June 2008
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 Executive Committee members hired before 30 June 2008.
PRINCIPAL SHAREHOLDERS
| 18.1 | Significant shareholders known to SCOR |
171 |
|---|---|---|
| 18.2 | Negative statement as to the absence of differences between the voting rights of various shareholders |
174 |
| 18.3 | Direct or indirect control by one shareholder |
174 |
| 18.4 | Agreement which could result in a subsequent change in control |
174 |
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 represented on 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):
| As at 31 December 2012 | Number of shares | % of capital | % voting rights (1) |
|---|---|---|---|
| Patinex AG (2) | 15,000,000 | 7.80% | 8.18% |
| Alecta Kapitalförvaltning AB (2) | 8,690,000 | 4.52% | 4.74% |
| (2) 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) (2) | 4,049,000 | 2.10% | 2.21% |
| Covéa Finance (2) | 4,034,300 | 2.10% | 2.20% |
| BNP Paribas Investment Partners Belgium SA (2) | 3,691,300 | 1.92% | 2.01% |
| OFI Asset Management (2) | 3,594,900 | 1.87% | 1.96% |
| Treasury Shares | 8,930,686 | 4.64% | 0.00% |
| Employees | 6,189,679 | 3.22% | 3.37% |
| Others | 126,425,154 | 65.71% | 68.91% |
| 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) Source: TPI and Ipreo
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 represented on 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 2011):
| As at 31 December 2011 | Number of shares | % of capital | % voting rights (1) |
|---|---|---|---|
| Patinex AG (2) | 15,000,000 | 7.81% | 8.12% |
| Alecta Kapitalförvaltning AB (2) | 10,000,000 | 5.21% | 5.41% |
| (2) Generali Investments France S.A. |
5,903,700 | 3.07% | 3.19% |
| Malakoff Médéric (2) | 5,875,506 | 3.06% | 3.18% |
| Amundi Asset Management (2) | 5,113,300 | 2.66% | 2.77% |
| OFI Asset Management (2) | 3,965,500 | 2.07% | 2.15% |
| Covéa Finance (2) | 3,937,500 | 2.05% | 2.13% |
| BNP Paribas Asset Management (France) (2) | 3,800,400 | 1.98% | 2.06% |
| BNP Paribas Investment Partners Belgium SA (2) | 3,725,500 | 1.94% | 2.02% |
| Treasury Shares | 7,262,600 | 3.78% | 0.00% |
| Employees | 4,657,879 | 2.43% | 2.52% |
| Others | 122,779,418 | 63.94% | 66.44% |
| TOTAL | 192,021,303 | 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) Source: TPI and Ipreo.
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 represented on 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 2010) :
| Number of | |||
|---|---|---|---|
| As at 31 December 2010 | shares | % of capital | % voting rights (1) |
| Patinex AG (2) | 14,000,000 | 7.45% | 7.72% |
| Alecta Kapitalförvaltning AB (2) | 10,630,000 | 5.66% | 5.86% |
| Malakoff Médéric (2) | 5,875,500 | 3.13% | 3.24% |
| Generali Investments France S,A,(2) | 5,349,600 | 2.85% | 2.95% |
| BlackRock Fund Advisors (formerly Barclays Global) (2) | 4,950,900 | 2.64% | 2.73% |
| Covéa Finance (2) | 4,290,500 | 2.28% | 2.37% |
| MACIF Gestion SA (2) | 3,533,900 | 1.88% | 1.95% |
| BNP Paribas Investment Partners Belgium SA (2) | 2,867,700 | 1.53% | 1.58% |
| BNP Paribas Asset Management (France) | 2,204,100 | 1.17% | 1.21% |
| MATMUT (2) | 313,600 | 0.17% | 0.17% |
| Treasury Shares | 6,427,554 | 3.42% | 0.00% |
| Employees | 3,261,869 | 1.74% | 1.80% |
| Other | 124,090,178 | 66.08% | 68.42% |
| TOTAL | 187,795,401 | 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) Source: TPI and Ipreo
To SCOR knowledge, there was no other shareholder than those indicated in the table above holding more than 2.5% of the share capital or voting rights of the Company as at 31 December 2012, 31 December 2011 and 31 December 2010.
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 2009 | December 2010 | December 2011 | December 2012 |
|---|---|---|---|---|
| Number of shareholders | 29,049 | 26,037 | 22,624 | 20,618 |
There is no 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 are no shareholder agreements or other agreements 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 3.78% as at 31 December 2012 (31 December 2011: 3.52%).
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 and the bylaws (statuts) do not stipulate shares having the right to a double vote. In addition, there is no statutory limitation on voting rights. Therefore, the shareholders of the Company do not have different voting rights.
On 16 April 2010, the Group BNP Paribas declared that, on 16 April 2010, it had exceed the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 8,088,101 shares representing 8,088,101 voting rights, or 4.37% of the capital and voting rights in SCOR.
On 21 April 2010, Amundi Asset Management declared that the three portfolio management companies of group Amundi, i.e. Amundi, Société Générale Gestion and Etoile Gestion SNC, (i) further to an acquisition made on 16 April 2010, had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that they held in their OPCVM 4,723,216 shares and (ii) further to a sale made on 20 April 2010, had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that they held in their OPCVM 4,577,623 shares in SCOR.
On 26 April 2010, BNP Paribas Asset Management declared, on behalf of the portfolio management companies of group BNP Paribas carrying their business under its responsibility, that it had exceed the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held, through FCP, SICAV and mandates, 4,990,085 shares in SCOR representing 2.69% of the capital in SCOR.
On 21 May 2010, the Goldman Sachs Group Inc. declared that, on 17 May 2010, it had fallen below the thresholds of 5% of the capital and voting rights in SCOR and that it held 9,602,242 shares representing 5.18% of the capital in SCOR.
On 25 May 2010, Credit Suisse Group AG declared that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 4,398,666 shares representing 2.37% of the capital in SCOR.
On 26 May 2010, the Goldman Sachs Group Inc. declared that, on 20 May 2010, it had fallen below the thresholds of 5% of the capital and voting rights in SCOR and that it held 8,956,030 shares representing 4.84% of the capital in SCOR.
On 30 June 2010, the group BNP Paribas declared that, on 30 June 2010, it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 1,859,774 shares representing 1.21% of the capital in SCOR.
On 1 July 2010, BNP Paribas Asset Management declared, on behalf of CamGestion, Fundquest Franceand of the affiliates of Fortis Investments integrated into BNP Paribas Investment Partners for the FCP, SICAV, Mandates and FCPE, that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 4,604,571 shares representing 2.49% of the capital in SCOR.
On 30 September 2010, BNP Paribas Asset Management declared on behalf of CamGestion, Fundquest France and of the affiliates of Fortis Investments integrated into BNP Paribas Investment Partners for the FCP, SICAV, Mandates and FCPE, that it had exceeded the registered thresholds 2.5% of the capital and voting rights in SCOR and that it held 5,137,571 shares, representing 2.7367% on 27 September 2010, of the capital in SCOR.
On 1 December 2010, BlackRock Inc., on behalf of funds and its clients, declared that, on 25 November 2010, it had fallen below the thresholds of 5% of the capital and voting rights in SCOR and that it held 9,380,260 shares representing 4.997% of the capital in SCOR.
On 21 February 2011, Black Rock Ine., on behalf of funds and its clients, declared that it had exceeded on 15 February 2011, the thresholds of 5% of the capital and voting rights in SCOR and that it held 9,391,701 representing 5.00% of the capital in SCOR.
On 15 March 2011, BNP Paribas Asset Management declared that, on behalf of CamGestion, Fundquest France and of the affiliates of Fortis Investments integrated into BNP Paribas Investment Partners for the FCP, SICAV, Mandates and FCPE, that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 4,369,809 shares representing 2.3259% of the capital in SCOR.
On 24 March 2011, BlackRock Inc., on behalf of funds and its clients, declared that it had fallen below the thresholds of 5% of the capital and voting rights in SCOR and that it held 9,256,125 shares representing 4.93% of the capital in SCOR. On 14 April 2011, it declared that it had exceeded the thresholds of 5% of the capital and voting rights in SCOR and that it held 9,396,353 shares representing 5.01% of the capital in SCOR.
On 31 March 2011, Generali France declared that it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR.
On 3 May 2011, Natixis Asset Management declared that it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held, 9,107,255 voting rights, or 4.851% of voting rights in SCOR
On 13 May 2011, Amundi Asset Management declared that the three portfolio management companies of group Amundi, i.e. Amundi, Société Générale Gestion and Etoile Gestion SNC, further to an acquisition made on 12 May 2010 had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that they held in their OPCVM 5,248,186 shares.
On 24 May 2011, BlackRock Inc., on behalf of funds and its clients, declared that it had fallen below the thresholds of 5% of the capital and voting rights in SCOR and that it held 9,323,134 shares representing 4.97% of the capital in SCOR.
On 1 June 2011, Amundi Asset Management declared that the three portfolio management companies of group Amundi, i.e. Amundi, Société Générale Gestion and Etoile Gestion SNC, had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that they held in their OPCVM 4,689,713 shares.
On 10 June 2011, BNP Paribas Asset Management declared, on behalf of CamGestion, Fundquest France and of the affiliates of Fortis Investments integrated into BNP Paribas Investment Partners for the FCP, SICAV, Mandates and FCPE, that it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 5,633,484 shares representing 2.5263% of the capital in SCOR. On 14 June 2011, it announced that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 5,557,905 shares representing 2.4999% of the capital in SCOR. On 16 June 2011, it announced that it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 5,581,456 shares representing 2.5026% of the capital in SCOR.
On 3 August 2011, Natixis Asset Management declared that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 95,360 voting rights, or 0.05% of voting rights in SCOR.
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% 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.
As at 31 December 2011:
As at 31 December 2012:
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.
The bylaws moreover make no provision for shares giving dual voting rights. In addition, there is no limitation on voting rights in the bylaws. Therefore, there is no difference among the voting rights of SCOR's various shareholders.
Not applicable.
Not applicable.
| 19.1 | Related party transactions | 177 |
|---|---|---|
| 19.2 | Regulated agreements | 177 |
| 19.3 | Special report of the auditors on regulated agreements and commitments |
177 |
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 financial consolidated 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), and Article R.322-7 of the French insurance code (Code des assurances) to evaluate the benefits resulting from these agreements and commitments prior to their approval.
However, we are required, if any, to inform you in accordance with Article R. 225-31 of the French commercial code (Code de Commerce) and the Article R.322-7 of the French insurance code (Code des assurances) concerning 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. New agreements and commitments were not signed during the year. However, certain agreements which were authorized in a prior year and which were continued during the year were amended during 2012.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Chairman of the board of directors of SCOR Global P&C SE.
Retrocession agreement signed between SCOR SE and SCOR Global P&C SE on 4 July 2006, as amended.
At its meeting of 3 May 2012, the Company's Board of Directors authorized and approved, pursuant to Article L. 225-38 of the French Commercial Code, the signature of amendments #6 and #7 to the retrocession agreement signed between SCOR SE and SCOR Global P&C SE on 4 July 2006. Amendment #6 to the retrocession agreement aims at modifying the commission paid by SCOR SE to SCOR Global P&C SE from 1.5% to 3% on premiums (excluding the premium on reinsurance contracts relating to the protection of the balance sheet of the Group SCOR companies) paid to the retrocessionnaire.
The obligations resulting from amendment #6 to the retrocession agreement took effect on 1 January 2012.
Amendment #7 to the retrocession agreement aims to:
allow SCOR Global P&C SE to yearly rebill SCOR SE 50% of its expenses linked to catastrophic obligations sponsored by SCOR Global P&C SE already issued as well as all future issuances of catastrophic obligations which SCOR Global P&C SE could conclude on behalf of the Group; allow SCOR SE to benefit from the protection from catastrophic obligations in the event of a circumstance outlined in the issuance of obligations of ATLAS IV.
The obligations resulting from amendment #7 to the retrocession agreement took effect on 1 January 2012.
The retrocession agreement, as amended, gave rise to the payment of MEUR 78.6 to SCOR Global P&C during the financial year 2012.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as member of the board of directors of BNP Paribas.
Stand-By Letter of Credit Facility Agreement with BNP Paribas dated 23 December 2008, as amended.
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.
The Facility Agreement, as amended, gave rise to the payment of USD 275,000 during the 2012 financial year.
3. With Mr. Denis Kessler, Chairman and Chief Executive Officer of your company
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 Shareholder's 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 operational 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.
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 remained current during the year.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Chairman of the board of directors of SCOR Global P&C SE.
Retrocession agreement signed between SCOR SE and SCOR Global P&C SE on 4 July 2006.
In 2006, despite SCOR SE's contribution of its Non-Life reinsurance operations to SCOR Global P&C SE, SCOR SE remained a reinsurance company because of the retrocessions established between SCOR Global Life SE and SCOR Global P&C SE as the retroceding companies, and SCOR SE as the retrocessionaire. These retrocessions back the Group's debt carried by SCOR for maintaining the Group's aggregate solvency and confirming its rating.
The retrocession also meets the requirements of the ratings agencies, primarily because the retrocession rate can be modulated based on capital needs in terms of business cycles.
The signature of the retrocession framework agreement between SCOR SE and SCOR Global P&C SE was authorized by the Board on 16 May 2006, pursuant to the provisions of Article L.225-38 of the French Commercial Code. The contract was signed on 4 July 2006, as part of the reorganization of the Group through the creation, via spin-off, of the subsidiary SCOR Global P&C SE.
Pursuant to this agreement, SCOR Global P&C SE retroceded a portion of its activities and reserves to SCOR SE.
This retrocession allows the requirements of the rating agencies with regard to the Group's rating to be addressed. In effect, the retrocession rate is adjusted based on capital needs with regard to activity cycles. The rating agencies confirmed that they are maintaining their rating with regard to this new organisation of the Group.
On 3 August 2007, SCOR Global P&C SE adopted the form of Societas Europaea at the time of the merger absorption of its wholly owned subsidiaries SCOR Italia Riassicurazioni SpA and SCOR Deutschland.
Due to the completion of this merger on 3 August 2007, (but retroactive to 1 January pursuant to the terms of the merger agreement), the contracts underwritten by its German subsidiary fall under the scope of the retrocession agreement which resulted in a significant increase in the volume of retrocessions from SCOR Global P&C SE to SCOR SE.
As a result, SCOR Global P&C SE and SCOR SE signed amendment #2 to the retrocession agreement they signed on 4 July 2006, in order to exclude from the retroceded business, as of 1 January 2007, the contracts underwritten by the German branch.
The Board of Directors of SCOR SE, at its meeting of 13 November 2007, authorized and approved, pursuant to Article L.225-38 of the French Commercial Code, the signature of the amendments to the retrocession agreement signed by SCOR SE and its subsidiary Global P&C SE on 4 July 2006.
On 15 April 2009, for these same reasons and taking into account the 2009 U.K. reorganization, i.e.: the creation of a branch of SCOR Global P&C SE in London and the business transfer from SCOR UK Company Ltd to this branch, the Board of Directors approved a new addendum to the retrocession agreement to exclude the business written by the newly created branch in London of the scope of the retrocession agreement.
As its meeting of 3 December 2010, the Company's Board of Directors authorized, pursuant to Article L.225-38 of the French Commercial Code, the signature by SCOR SE, of an amendment #5 to the retrocession agreement signed between SCOR and SCOR Global P&C SE on 4 July 2006.
Therefore, the amendment aims to:
The commitments under amendment #5 took effect on 1 October 2010.
2. With Mr. Denis Kessler, Chairman and Chief Executive Officer of your company
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE.
Commitments for the benefit of Mr. Denis Kessler.
The terms of this agreement are previously described in Part 1 of this report (on agreements and commitments authorized during the year).
(Deutschland) AG (absorbed by SCOR Global Life SE on 19 October 2010)
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Chairman of the boards of directors of SCOR Global Life SE, SCOR Global P&C SE and SCOR Switzerland AG.
Mr. Jean-Claude Seys as member of the Board of Directors of SCOR SE and as member of the board of directors of SCOR Switzerland AG.
Mr. Peter Eckert as member of the Board of Directors of SCOR SE and as [member of the board of directors] of SCOR Switzerland AG.
Authorization to issue a First Demand Guarantee within the framework of the Stand-By Letter of Credit Facility.
At its meeting of 2 March 2010, the Board of Directors of the Company authorized, pursuant to Article L.225-38 of the French Commercial Code, the issuance by SCOR SE, regarding the « Stand-By Letter of Credit Facility Agreement » with Société Générale with a maximum amount of USD 100 million, of a first demand guarantee.
This guarantee is issued for a maximum amount of USD 100 million plus interests, costs and accessories as a guarantee of the commitments of SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG and SCOR Rückversicherung (Deutschland) AG (absorbed by SCOR Global Life SE on 19 October 2010).
The companies which are a party to the Stand-By Letter of Credit Facility Agreement with Société Générale are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and 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.
The first demand guarantee was signed on 10 June 2010 and was not utilised up to this date. It gave rise to no payment during the 2011 financial year and during the 2012 financial year.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Chairman of the board of directors of SCOR Global Life Reinsurance P&C.
Agreement of financial cover of U.S. regulations "Triple X" with CALYON.
At its meeting of 2 November 2005, the Board of Directors of the Company authorized, pursuant to Article L.225-38 of the French Commercial Code, the issuance of a parent company letter of guarantee intended to cover the financial obligations of SCOR Global Life (formerly SCOR VIE) under the terms of an agreement to issue letters of credit that would be signed by SCOR Global Life, SCOR Financial Services Limited ("SFS") ans CALYON ("SFS-CALYON Letter of Credit Facility Agreement") dated 13 December 2005 (for the purposes of this Section, the "Agreement").
This Agreement and this parent company guarantee were part of a transaction intended to provide SCOR Global Life U.S. Re ("SGLR") with additional financial resources so that it could meet the financial coverage requirements stipulated by the American "triple X" prudential regulations.
Under the terms of the Agreement, CALYON made a commitment to issue or cause the issue to SGLR of one or more letters of credit for a period of five years for a total commitment equal to the smaller of the following two amounts: (a) USD 250 million or (b) the sum equal to the difference between (i) the so-called Triple X reserves and (ii) 150% of the amount of the reserves required in the accounting plan (net of DAC).
The transaction was submitted to the Department of Insurance of the State of Texas (U.S.) insofar as it requires a certain number of amendments to the retrocession treaty (Automatic Coinsurance Retrocession Treaty) executed on 31 December 2003, between SGLR and SFS. In a letter dated 30 September 2005, the competent authorities of the State of Texas indicated they had no comments on the amendments which would be made to such agreement. The Irish administrative authorities (ISFRA) were also informed of the transaction and indicated they had no objection.
The transaction was finalized at the end of December 2005.
At its meeting of 7 November 2006, the Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the extension (i) of the term of the parent company guarantee dated 19 December 2005, issued by SCOR to ten years; and (ii) the amount of the SCOR guarantee to USD 400 million, in line with the new term of coverage by the letter of credit and the new amount of the CALYON global commitment under the terms of the Agreement.
On 30 June 2010 this Agreement was transferred to SCOR Global Life Reinsurance Ireland Limited.
As a result of this transfer, at its meeting of 4 February 2010, the Board of Directors authorized, pursuant to Article L.225-38 of the French Commercial Code, the reiteration in favour of Crédit Agricole Corporate and Investment Bank (formerly CALYON) of the guarantee issued previously within the framework of SFS-CALYON Letter of Credit Agreement.
It gave rise to no payment during the 2011 financial year and during the 2012 financial year.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Chairman of the board of directors of SCOR Global Life SE.
Mr. Patrick Thourot as Deputy Chief Executive Officer of SCOR SE and as Deputy Chief Executive Officer and member of the board of directors of SCOR Global Life SE.
Retrocession agreement signed between SCOR SE and SCOR Global Life SE on 4 July 2006.
In 2006, despite SCOR contributing of its Non-Life reinsurance operations to SCOR Global P&C SE, SCOR SE remained a reinsurance company, mainly because of the retrocessions established between SCOR Global Life SE and SCOR Global P&C SE as the retroceding companies, and SCOR SE as the retrocessionaire. These retrocessions back the Group's debt carried by SCOR SE for maintaining the aggregate Group's solvency and sustaining its rating.
The retrocessions also meet the requirements of the ratings agencies, primarily because the retrocession rate can be modulated based on capital needs in terms of business cycles. The rating agencies confirmed that they are maintaining their rating with regard to this new organization of the Group.
The signature of the retrocession framework agreement between SCOR SE and SCOR Global Life SE (then named SCOR Vie) was authorized by the Board on 16 May 2006, pursuant to the provisions of Article L.225-38 of the French Commercial Code. The contract was signed on 4 July 2006 with retroactive effect on 1 January 2006.
On 25 July 2007, SCOR Global Life SE adopted the form of Societas Europaea (SE) at the time of the merger
absorption of its wholly owned subsidiary SCOR Global Life Rückversicherung AG (formerly named Revios Rückversicherung AG).
Due to the completion of this merger on 25 July 2007, (but retroactive to 1 January 2007, under the terms of the merger agreement), the contracts underwritten by its German branch fall under the scope of the retrocession agreement (which was not the case when the contracts were underwritten by the subsidiary). As a result, there is a significant increase in the volume of retrocessions to SCOR SE.
In order to maintain an appropriate capital structure of the new company SCOR Global Life SE, it has been decided to modify the scope of the internal retrocession agreement with SCOR SE (termination of the agreement in Singapore and in Canada).
SCOR Global Life SE and SCOR SE signed amendment #2 to the retrocession agreement dated 4 July 2006, for the purpose of excluding from the retroceded business, with retroactive effect at 1 January 2007, the policies underwritten by the German, Canadian and Singapore branches.
At its meeting of 13 November 2007, the Board of Directors of SCOR SE authorized and approved, pursuant to Article L.225-38 of the French Commercial Code, the signature of the amendments to the retrocession contract signed by SCOR SE and its subsidiary SCOR Global Life SE on 4 July 2006.
On 15 April 2009, for these same reasons and taking into account the 2008 U.K. reorganization, i.e. the creation of a branch of SCOR Global Life SE in London and the business transfer from SCOR Global Life Reinsurance UK Ltd to this branch, the Board of Directors approved a new addendum to the retrocession agreement to exclude the business written by the newly created branch in London of the scope of the retrocession agreement.
As its meeting of 28 July 2010, the Company's Board of Directors authorized, pursuant to Article L.225-38 of the French Commercial Code, the signature, of an amendment #3 to the retrocession agreement signed by SCOR SE and SCOR Global Life SE on 4 July 2006.
The annual financial statements regarding the retrocession agreement cannot be issued if the financial statements of the concerned retroceding companies are not available, which could lead to different maturities (including post-closing date) of the concerned financial year, and lengthens and complicates the management and the follow-up of the agreement and considerably increases costs.
Therefore, the amendment aims to:
Amendment #3 was executed on 21 December 2010 with retroactive effect from 1 January 2010.
The retrocession agreement, as amended, gave rise to the payment by SCOR SE to SCOR Global Life SE of EUR 9.1 million during the 2011 financial year.
During the 2012 financial year, the retrocession agreement, as amended, gave rise to the payment by SCOR SE to SCOR Global Life SE of EUR 115,278,280.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as member of the board of directors of BNP Paribas.
Authorization prior to the signature of a cash-pooling contract with 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 2011 financial year and 2012.
Contract between SCOR SE and its subsidiaries participating in the notional cash-pooling agreement.
Terms
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, pays 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 2011 and 2012 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).
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 SCOR Global Life SE within the Master Trust Agreement.
The Master Trust Agreement was signed on 9 August 2011 and gave rise to a non material payment during the 2012 financial year.
Stand-By Letter of Credit Facility Agreement with BNP Paribas dated 23 December 2008, as amended.
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 Euros 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 Euros 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 million, 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 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 agreement, as amended, 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. Thus it can request utilisations up to a maximum amount of USD 250,000,000.
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 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 SIRI. 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.
The Facility Agreement, as amended, gave rise to no payment during the 2011 financial year.
Related Persons
Mr. Denis Kessler as Chairman and Chief Executive Officer or SCOR SE and as Chairman of the boards of directors of SCOR Global P&C SE, SCOR Global Life SE and SCOR Switzerland AG.
Mr. Jean-Claude Seys as member of the Board of Directors of SCOR SE and as member of the board of directors of SCOR Switzerland AG.
Mr. Peter Eckert as member of the Board of Directors of SCOR SE and as member of the board of directors of SCOR Switzerland AG.
Nature and purpose
Special authorization to conclude a stand-by letter of credit facility agreement with Commerzbank.
Terms
At its meeting of 27 July 2011, the Company's Board of Directors authorized, pursuant to Article L.225-38 of the French Commercial Code, the signature of an a agreement ("Facility Agreement"), finalized with Commerzbank, for the issue of stand-by letter of credit ("SBLC"), with regard to the Group's insurance and reinsurance activity for a maximum amount of USD 250,000,000.
Negotiations have been conducted with Commerzbank in order to:
Pursuant to an accession letter dated 19 September 2011 SIRI acceded the Facility Agreement. Thus it can request utilisations up to a maximum amount of USD 250,000,000.
The companies party to this amendment are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR
Switzerland AG, SCOR Global Life Reinsurance Ireland Ltd and SIRI.
This Facility Agreement was executed on 27 July 2011 and gave rise to the payment of USD 179,166.67 during the financial year 2011 and USD 116,995.83 in 2012.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Chairman of the boards of directors of SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and SIRI.
Mr. Jean-Claude Seys as member of the Board of Directors of SCOR SE and as member of the board of directors of SCOR Switzerland AG.
Mr. Peter Eckert as member of the Board of Directors of SCOR SE and as member of the board of directors of SCOR Switzerland AG.
Authorization to issue a First Demand Guarantee within the framework of the Stand-By Letter of Credit Facility Agreement with Deutsche Bank dated 9 September 2011.
As its meeting of 9 November 2011, the Company' Board of Directors authorized, pursuant to Article L.225-38 of the French Commercial Code, the issuance by SCOR SE, regarding the stand-by letter of credit facility agreement with Deutsche Bank dated 9 September 2011, effective as of 1 January 2012, with a maximum amount of USD 575 million ("Facility Agreement"), of a first demand guarantee.
This guarantee is issued for a maximum amount of USD 287.5 million plus interests, costs and accessories as a guarantee of the commitments of SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and SCOR International Limited Ireland Limited ("SIRI") (previously Transamerican International Reinsurance Ireland Limited). This guarantee is issued for a period of 4 years ending 31 January 2015.
The companies party to this agreement are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and SIRI. The other companies within the Group could equally accede this agreement.
The first demand guarantee was signed on 9 November 2011. It gave rise to no payment during the 2011 financial year and in 2012.
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.
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).
10. With SCOR Global Life SE; SCOR Global P&C SE; SCOR Switzerland AG ; Prévoyance Ré SA ;Irish Reinsurance Partners Ltd (now SCOR Global P&C Ireland Ltd); SCOR Channel; SCOR Financial Services Ltd; SCOR U.K. Company Ltd; SCOR Perestrakhovaniye ; SCOR Reinsurance Company Ltd (US); General Security Indemnity Company of Arizona; General Security National Insurance Company; Investors Insurance Corporation; SCOR Global Life U.S. Re Insurance Company; SCOR Canada Reinsurance Company ; SCOR Global Life Reinsurance Company of America ; SCOR Reinsurance Asia-Pacific Pte Ltd; SCOR Reinsurance Company (Asia) Ltd ; SCOR Africa Ltd
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Chairman of the boards of directors of SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG, SCOR Reinsurance Company Ltd (US), SCOR Perestrakhovaniye, SCOR Global Life U.S. Re Insurance Company and SCOR Canada Reinsurance Company.
Mr. Daniel Lebègue as member of the Board of Directors of SCOR SE.
Mr. Jean-Claude Seys as member of the Board of Directors of SCOR SE and as member of the board of directors of SCOR Switzerland AG.
Mr. Peter Eckert as member of the Board of Directors of SCOR SE and as member of the boards of directors of SCOR Switzerland AG and SCOR U.K. Company Ltd.
Mr. Daniel Valot as member of the Board of Directors of SCOR SE and as member of the board of directors of SCOR Reinsurance Asia-Pacific Pte Ltd.
Remuneration of the parent company guarantees granted by SCOR SE to the benefit of the reinsurance subsidiaries and of the upstream guarantees granted by SCOR Global P&C SE and SCOR Global Life SE to the benefit of SCOR SE.
At its meeting of 7 March 2011, the Company's Board of Directors authorized, pursuant L.225-38 of the French Commercial Code, the remuneration (i) of the parent company guarantees issued or to be issued by SCOR SE and of the upstream guarantees issued or to be issued to the benefit of SCOR SE, at a rate of 1 for one thousand, on a basis related to technical reserves. The amounts due under the upstream guarantees will be able to be compensated with amounts due under the parental guarantees granted by SCOR SE. This decision amends the terms of the authorizations rendered during its 18 March 2008 Board meeting.
This transaction gave rise to the invoicing by SCOR SE of EUR 6.2 million in 2012.
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as member of the board of directors of SCOR Global Life Reinsurance Company of America
Parent company guarantee from SCOR SE in favour of SCOR Global Life Reinsurance Company of America (formerly known as XL Re Life America Inc) for reinsurance commitments.
At its meeting of 3 November 2009, the Company's Board of Directors authorized, pursuant to Article L.225-38 of the French Life Reinsurance Company of America L.225-38 of the French Commercial Code, the parent company guarantee's signature for the reinsurance commitments of SCOR Global Life Reinsurance Company of America.
Only SCOR Global Life Reinsurance Company of America's payment obligations, pursuant to the insurance and/or reinsurance contracts, are covered by this parent guarantee.
The granting of this unlimited guarantee is subject of the same remuneration for SCOR SE as that given for the other parental guarantees previously granted by the Company.
The parent guarantee was signed on 22 January 2010. It gave rise to no payment during the 2011 financial year and during the 2012 financial year.
Paris-La Défense, 5 March 2013
French original signed by the Statutory Auditors
MAZARS ERNST & YOUNG Audit
Michel BARBET-MASSIN 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 |
190 |
|---|---|---|
| 20.2 | Auditing of historical consolidated financial information |
288 |
| 20.3 | Sources of financial information not extracted from the audited Financial Statements of the issuer and indication of such absence of audit |
290 |
| 20.4 | Date of most recently audited financial information |
290 |
| 20.5 | Interim and other financial information | 290 |
| 20.6 | Dividend distribution policy | 290 |
| 20.7 | Litigation and arbitration procedures | 290 |
| 20.8 | Material change in financial or commercial situation |
290 |
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 2012 are presented below:
20.1.1 CONSOLIDATED BALANCE SHEETS
| ASSETS AS AT 31 DECEMBER |
|||
|---|---|---|---|
| In EUR million | 2012 | 2011 | |
| Intangible assets | 1,941 | 1,969 | |
| Goodwill | Notes 3, 4 | 788 | 788 |
| Value of business acquired | Note 4 | 1,031 | 1,069 |
| Other intangible assets | Note 4 | 122 | 112 |
| Tangible assets | Note 5 | 541 | 515 |
| Insurance business investments | 21,114 | 20,148 | |
| Real estate investments | Note 6 | 584 | 499 |
| Available-for-sale investments | Note 6 | 10,667 | 9,492 |
| Investments at fair value through income | Note 6 | 216 | 127 |
| Loans and receivables | Note 7 | 9,535 | 9,872 |
| Derivative instruments | Note 8 | 112 | 158 |
| Investments in associates | Note 9 | 84 | 83 |
| Share of retrocessionaires in insurance and investment | |||
| contract liabilities | Note 16 | 1,322 | 1,251 |
| Other assets | 6,122 | 6,072 | |
| Deferred tax assets | Note 19 | 688 | 653 |
| Assumed insurance and reinsurance accounts receivable | Note 10 | 4,205 | 4,084 |
| Receivables from ceded reinsurance transactions | Note 10 | 76 | 175 |
| Taxes receivable | 92 | 47 | |
| Other assets | 251 | 391 | |
| Deferred acquisition costs | Note 11 | 810 | 722 |
| Cash and cash equivalents | Note 12 | 1,466 | 1,281 |
| TOTAL ASSETS | 32,590 | 31,319 |
| LIABILITIES | AS AT 31 DECEMBER | ||
|---|---|---|---|
| In EUR million | 2012 | 2011 | |
| Shareholders' equity – Group share | Note 13 | 4,803 | 4,403 |
| Share capital | 1,515 | 1,513 | |
| Additional paid-in capital | 840 | 835 | |
| Revaluation reserves | 66 | (178) | |
| Consolidated reserves | 2,082 | 1,961 | |
| Treasury shares | (163) | (121) | |
| Net income for the year | 418 | 330 | |
| Equity based instruments | 45 | 63 | |
| Non-controlling interest | 7 | 7 | |
| TOTAL SHAREHOLDERS' EQUITY | 4,810 | 4,410 | |
| Financial debt | Note 14 | 1,647 | 1,425 |
| Subordinated debt | 1,212 | 992 | |
| Real estate financing | 409 | 419 | |
| Other financial debt | 26 | 14 | |
| Contingency reserves | Note 15 | 117 | 119 |
| Contract liabilities | 23,834 | 23,307 | |
| Insurance contract liabilities | Note 16 | 23,692 | 23,162 |
| Investment contract liabilities | Note 16 | 142 | 145 |
| Other liabilities | 2,182 | 2,058 | |
| Deferred tax liabilities | Note 19 | 332 | 254 |
| Derivative instruments | Note 8 | 40 | 52 |
| Assumed insurance and reinsurance payables | Note 10 | 358 | 237 |
| Accounts payable on ceded reinsurance transactions | Note 10 | 888 | 852 |
| Taxes payable | 68 | 122 | |
| Other liabilities | 496 | 541 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 32,590 | 31,319 |
| FOR THE YEAR ENDED 31 DECEMBER | ||||
|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 | |
| Gross written premiums | Note 2 | 9,514 | 7,602 | 6,694 |
| Change in unearned premiums | (147) | (187) | (109) | |
| Gross earned premiums | 9,367 | 7,415 | 6,585 | |
| Other income and expense from reinsurance operations | (36) | (55) | (23) | |
| Investment income | Note 20 | 625 | 665 | 708 |
| Total income from ordinary activities | 9,956 | 8,025 | 7,270 | |
| Gross benefits and claims paid | (6,613) | (5,654) | (4,791) | |
| Gross commission on earned premiums | (1,909) | (1,577) | (1,408) | |
| Net results of retrocession | Note 21 | (189) | (7) | (160) |
| Investment management expenses | Note 22 | (30) | (26) | (24) |
| Acquisition and administrative expenses | Note 22 | (349) | (292) | (263) |
| Other current operating expenses | Note 22 | (177) | (120) | (105) |
| Total other current operating income and expense | (9,267) | (7,676) | (6,751) | |
| CURRENT OPERATING RESULTS | 689 | 349 | 519 | |
| Other operating expenses | (50) | (30) | (29) | |
| Other operating income | 6 | 4 | - | |
| OPERATING RESULTS (BEFORE IMPACT OF ACQUISITIONS) |
645 | 323 | 490 | |
| Acquisition related expenses (1) | (13) | (33) | - | |
| Gain from bargain purchase | Note 3 | - | 127 | - |
| OPERATING RESULTS | 632 | 417 | 490 | |
| Financing expenses | Note 14 | (106) | (94) | (46) |
| Share in results of associates | - | 7 | 11 | |
| CONSOLIDATED INCOME, BEFORE TAX | 526 | 330 | 455 | |
| Corporate income tax | Note 19 | (108) | - | (36) |
| CONSOLIDATED NET INCOME | 418 | 330 | 419 | |
| Attributable to: | ||||
| Non-controlling interests | - | - | 1 | |
| Group share | 418 | 330 | 418 | |
| In EUR | ||||
| Earnings per share | Note 23 | 2.28 | 1.80 | 2.32 |
| Earnings per share (Diluted) | Note 23 | 2.24 | 1.77 | 2.27 |
(1) Includes acquisition related expenses with respect to the acquisition of Transamerica Re. For further detail refer also to Note 3.3 – Business Combination
| FOR THE YEAR ENDED 31 DECEMBER | |||
|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 |
| Consolidated net income | 418 | 330 | 419 |
| Other comprehensive income | 206 | (136) | 149 |
| Revaluation - Assets available for sale | 331 | (307) | 87 |
| Shadow accounting | 8 | (4) | (67) |
| Effect of changes in foreign exchange rates | (20) | 117 | 136 |
| Net losses on cash flow hedges | (25) | (21) | - |
| Taxes recorded directly in equity Note 19 |
(73) | 83 | 5 |
| Actuarial losses not recognized in income | (17) | (5) | (14) |
| Other changes | 2 | 1 | 2 |
| COMPREHENSIVE INCOME, NET OF TAX | 624 | 194 | 568 |
| Attributable to: | |||
| Non-controlling interests | - | - | - |
| Group share | 624 | 194 | 568 |
| FOR THE YEAR ENDED 31 DECEMBER | ||||
|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 | |
| Net cash flow provided by (used in) operations | Note 12 | 761 | 530 | 656 |
| Acquisitions of consolidated entities, net of cash acquired | - | (48) | - | |
| Disposals of consolidated entities, net of cash disposed of (1) | (3) | 9 | - | |
| Acquisitions of real estate investments | (95) | (150) | (88) | |
| Disposals of real estate investments | 84 | 30 | 23 | |
| Acquisitions of other insurance business investments (2) | (12,577) | (15,570) | (11,012) | |
| Disposals of other insurance business investments (2) | 12,227 | 15,351 | 10,382 | |
| Acquisitions of tangible and intangible assets | (74) | (202) | (36) | |
| Disposals of tangible and intangible assets | - | - | 1 | |
| Cash flows provided by (used in) investing activities | (438) | (580) | (730) | |
| Issuance of equity instruments | 9 | 76 | (3) | |
| Treasury share transactions | (65) | (41) | (5) | |
| Dividends paid | (203) | (201) | (137) | |
| Cash generated by issuance of financial debt | 294 | 770 | 70 | |
| Cash used to redeem financial debt | (75) | (290) | (206) | |
| Interest paid on financial debt | (106) | (42) | (33) | |
| Cash flows generated by (used in) financing activities | (146) | 272 | (314) | |
| Effect of change in foreign exchange rates on cash and cash | ||||
| equivalents | 8 | 52 | 70 | |
| TOTAL CASH FLOW | 185 | 274 | (318) | |
| Cash and cash equivalents at 1 January | Note 12 | 1,281 | 1,007 | 1,325 |
| Net cash flows from operations | 761 | 530 | 656 | |
| Net cash flows from investing activities | (438) | (580) | (730) | |
| Net cash flows from financing activities | (146) | 272 | (314) | |
| Effect of change in foreign exchange rates on cash and cash | ||||
| equivalents | 8 | 52 | 70 | |
| CASH AND CASH EQUIVALENTS AT 31 DECEMBER | 1,466 | 1,281 | 1,007 |
(1) Settlement of certain contingencies in 2012 related to the US Fixed Annuity Business sold in 2011 – refer to Note 3 – Acquisitions and disposals
(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
| In EUR million | Share capital |
Additional paid-in capital |
Reva luation reserves |
Conso lidated reserves |
Treasury shares |
Net income for the year |
Equity based instru mens |
Non control ling interests |
Total conso lidated |
|---|---|---|---|---|---|---|---|---|---|
| Shareholders' equity at | |||||||||
| 1 January 2010 | 1,459 | 774 | 37 | 1,324 | (107) | 370 | 37 | 7 | 3,901 |
| Allocation of prior year net | |||||||||
| income | - | - | - | 370 | - | (370) | - | - | - |
| Net income for year ended 31 December 2010 |
- | - | - | - | - | 418 | - | 1 | 419 |
| Other comprehensive | |||||||||
| income net of tax | - | - | 19 | 131 | - | - | - | (1) | 149 |
| Revaluation – Assets | |||||||||
| available for sale | - | - | 87 | - | - | - | - | - | 87 |
| Shadow accounting | - | - | (67) | - | - | - | - | - | (67) |
| Effect of changes in foreign | |||||||||
| exchange rates | - | - | - | 136 | - | - | - | - | 136 |
| Taxes recorded directly in | |||||||||
| equity Actuarial losses not |
- | - | (1) | 6 | - | - | - | - | 5 |
| recognized in income | - | - | - | (14) | - | - | - | - | (14) |
| Other changes | - | - | - | 3 | - | - | - | (1) | 2 |
| Comprehensive income, | |||||||||
| net of tax | - | - | 19 | 131 | - | 418 | - | - | 568 |
| Share-based payments | - | - | - | - | 4 | - | 19 | - | 23 |
| Other changes | (1) | 1 | - | - | - | - | - | - | - |
| Capital transactions | 21 | 21 | - | (3) | - | - | - | - | 39 |
| Dividends paid | - | - | - | (179) | - | - | - | - | (179) |
| SHAREHOLDERS' EQUITY | |||||||||
| 31 DECEMBER 2010 | 1,479 | 796 | 56 | 1,643 | (103) | 418 | 56 | 7 | 4,352 |
| Allocation of prior year net | |||||||||
| income | - | - | - | 418 | - | (418) | - | - | - |
| Net income for year ended | |||||||||
| 31 December 2011 | - | - | - | - | - | 330 | - | - | 330 |
| Other comprehensive income net of tax |
- | - | (234) | 98 | - | - | - | - | (136) |
| Revaluation – Assets | |||||||||
| available for sale | - | - | (307) | - | - | - | - | - | (307) |
| Shadow accounting | - | - | (4) | - | - | - | - | - | (4) |
| Effect of change in foreign | |||||||||
| exchange rates | - | - | - | 117 | - | - | - | - | 117 |
| Net losses on cash flow | |||||||||
| hedges | - | - | - | (21) | - | - | - | - | (21) |
| Taxes recorded directly in | |||||||||
| equity Actuarial losses not |
- | - | 77 | 6 | - | - | - | - | 83 |
| recognized in income | - | - | - | (5) | - | - | - | - | (5) |
| Other changes | - | - | - | 1 | - | - | - | - | 1 |
| Comprehensive income, | |||||||||
| net of tax | - | - | (234) | 98 | - | 330 | - | - | 194 |
| Share-based payments | - | - | - | - | (18) | - | 7 | - | (11) |
| Other changes | - | - | - | - | - | - | - | - | - |
| Capital transactions | 34 | 42 | - | - | - | - | - | - | 76 |
| Dividends paid | - | (3) | - | (198) | - | - | - | - | (201) |
| SHAREHOLDERS' EQUITY 31 DECEMBER 2011 |
1,513 | 835 | (178) | 1,961 | (121) | 330 | 63 | 7 | 4,410 |
| Share | Addit ional paid-in |
Reva luation |
Conso lidated |
Treasury | Net income for the |
Equity based instru |
Non control ling |
Total conso |
|
|---|---|---|---|---|---|---|---|---|---|
| In EUR million | capital | capital | reserves | reserves | share) | year | mens | interests | lidated |
| Shareholders' equity at | |||||||||
| 31 December 2011 | 1,513 | 835 | (178) | 1,961 | (121) | 330 | 63 | 7 | 4,410 |
| Allocation of prior year net | |||||||||
| income | - | - | - | 330 | - | (330) | - | - | - |
| Net income for year ended 31 December 2012 |
- | - | - | - | - | 418 | - | - | 418 |
| Other comprehensive | |||||||||
| income net of tax | - | - | 244 | (38) | - | - | - | - | 206 |
| Revaluation – Assets available for sale |
- | - | 331 | - | - | - | - | - | 331 |
| Shadow accounting | - | - | 8 | - | - | - | - | - | 8 |
| Effect of change in foreign exchange rates |
- | - | - | (20) | - | - | - | - | (20) |
| Losses on cash flow hedges | - | - | - | (25) | - | - | - | - | (25) |
| Taxes recorded directly in equity |
- | - | (95) | 22 | - | - | - | - | (73) |
| Actuarial losses not recognized in income |
- | - | - | (17) | - | - | - | - | (17) |
| Other changes | - | - | - | 2 | - | - | - | - | 2 |
| Comprehensive income, net of tax |
- | - | 244 | (38) | - | 418 | - | - | 624 |
| Share-based payments | - | - | - | 30 | (42) | - | (18)(1) | - | (30) |
| Other changes | - | - | - | 2 | - | - | - | - | 2 |
| Capital transactions | 2 | 5 | - | - | - | - | - | - | 7 |
| Dividends paid | - | - | - | (203) | - | - | - | - | (203) |
| SHAREHOLDERS' EQUITY 31 DECEMBER 2012 |
1,515 | 840 | 66 | 2,082 | (163) | 418 | 45 | 7 | 4,810 |
(1) Includes the reclassification of share-based payments of EUR 30 million related to vested option plans to retained earnings.
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 (formerly known as the SWX Swiss Exchange). The principle 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 5 March 2013.
The consolidated financial statements as at and for the year ended 31 December 2012 will be presented for approval at the Annual General Meeting which will take place on 25 April 2013.
SCOR's consolidated financial statements for the years ended 31 December 2012, 2011 and 2010 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 2012. 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 2012. Refer to Note 1 (D) below for a detail overview on the new and amended International Financial Reporting Standards adopted by the Group as endorsed by the European Union applicable in 2012 and the standards which have been issued by the IASB during the period but have not been adopted by the European Union.
As part of implementing one consistent general ledger across Group entities in 2012, certain general ledger accounts were remapped at consolidation level. The remapping has not had any material impact on the consolidated financial statements.
Certain reclassifications have been made to 2010 financial information to conform to the current year and 2011 presentation. The changes are related to the new cost allocation methodology of the Group which was refined in the preparation of segment information, resulting in a new corporate cost center being created, Group Functions. For further detail refer to Note 2 – Segment Information.
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 conformity 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 based on management's judgment. Hub shared service costs are allocated to the divisions based on a headcount allocation key.
All material entities, in which SCOR owns directly or indirectly more than 50% of outstanding voting rights or has otherwise power of control, are fully consolidated. Control is the authority to direct financial and operational policies in order to obtain benefits from their operations.
Special Purpose Entities (SPE) are consolidated where the substance of the relationship is that the SPE is controlled by the Group. The Group sponsors a number of catastrophe bond notes issued by Atlas Special Purpose Vehicles (SPVs). The SPVs allow the retrocession of catastrophe losses financed by the issuance of catastrophe bonds. In accordance with SIC 12 Consolidation - Special Purpose Entities, these vehicles are not consolidated by the Group as SCOR does not control these entities and is not liable for any residual risks or benefits of ownership.
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 not control. Significant influence generally occurs when the Group owns, directly or indirectly, between 20% and 50% of the outstanding voting rights. Joint ventures, where there is joint control, are accounted for using the equity method.
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 interest in fully consolidated mutual funds are stated under other liabilities as the third party holders have an unconditional right to sell their holdings to SCOR.
The financial statements of the material subsidiaries are prepared for the same accounting period as that of 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 2012 financial statements are as follows:
| Currency | Ending rate 2012 | Average rate 2012 |
|---|---|---|
| USD | 0.7579 | 0.7754 |
| GBP | 1.2253 | 1.2331 |
| CAD | 0.7612 | 0.7758 |
| Currency | Ending rate 2011 | Average rate 2011 |
|---|---|---|
| USD | 0.7729 | 0.7148 |
| GBP | 1.1972 | 1.1475 |
| CAD | 0.7567 | 0.7227 |
| Currency | Ending rate 2010 | Average rate 2010 |
|---|---|---|
| USD | 0.7484 | 0.7585 |
| GBP | 1.1618 | 1.1691 |
| CAD | 0.7506 | 0.7334 |
The Group has adopted the following amended International Financial Reporting Standard as adopted by the European Union applicable as at 31 December 2012 resulting in no material impact on the Group's consolidated financial statements:
Amendments to IFRS 7 – Enhanced Derecognition Disclosure Requirements which became effective for any period beginning on or after 1 July 2011, require additional disclosures of financial assets that have been derecognized but in which the entity has a 'Continuing Involvement'. The application of these amendments has not had a material impact on the Group's consolidated financial statements.
The following standards have been issued by International Financial Reporting Standards Board during the period but are not yet effective or have not been adopted by the European Union:
<-- PDF CHUNK SEPARATOR -->
are effective for annual periods beginning on or after 1 January 2013 for companies preparing financial statements in compliance with IFRS issued by the IASB and on or after 1 January 2014 for European listed Companies. The amendments to IAS 28 are not expected to impact the Group's financial position or performance.
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 as "translation adjustments". The foreign exchange rate used for this purpose are stated under Note 1 (C). 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 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:
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. These estimates include the future technical result, and the future investment income less deductions for future administration expenses. The present value calculations are based on assumptions and risk discount factors relevant at the date of acquisition. The VOBA is amortized over the lifetime of the underlying reinsurance portfolio and is subject to impairment testing. The amortization pattern of VOBA is reviewed annually.
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 intangibles arising from non-life business combinations and purchased or development expenditure related to software.
Real estate currently held by the Group is classified as investment property when it is held to earn rentals, or for 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 5 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 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 the 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.
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.
Rental income from investment properties is recorded on a straight-line basis over the term of the current rental agreements.
The Group classifies its financial assets in the following categories: available-for-sale, fair value through income, loans and accounts receivable and cash and cash equivalents. There are currently no assets classified as held-to-maturity. Sales and purchases of assets are recorded on the settlement date. Once it has been initially 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 when 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 these 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 receivable 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 or equal to 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 lead 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, they are measured at amortized cost.
This caption includes primarily debt relating to financial lease agreements. Debt under financial lease contracts is recorded at fair value less directly attributable transaction costs. After initial recognition, they are measured at amortized cost using the effective interest rate method where this method has a significant impact compared to the nominal contractual rate method.
Derivative instruments are recorded and classified at fair value through income (designated at inception) 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.
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 recognised or when the forecast sale or purchase occurs.
For hedges of net investments in a foreign operation the portion of gains or loss 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 bidvalues, 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, tier 1 and tier 2 corporate debt and hedge funds.
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 values certain derivative investments, namely the mortality and real estate swaps, 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 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 over 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 categorized 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. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement requires judgment, considering factors specific to the asset or liability.
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 fall 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 twelve months. The different factors considered in this analysis include the existence or not 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:
For unlisted equity instruments, impairment is assessed using a similar approach to listed equities.
For fixed income securities, and loans and accounts receivable, 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 they 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 flow.
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 principle repayment and amortization) and its current fair value, less any impairment previously recognized in the statement of income.
Any 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 probable.
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 in issue during 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 treated 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:
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 cedant if a specified uncertain future event (other than a change in financial variable) adversely affects the cedant. 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 risk are recognized in the accounts in accordance with IAS 39 - Financial Instruments: Recognition and Measurement, which means that amounts collected are no longer recognized as premiums, reserves and deferred acquisition expenses recorded as assets or liabilities on the balance sheet and 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 for 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 U.S.
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 the gross reserves. Allowances are established for any specific expected credit risks.
In Life business, policy linked liabilities include mathematical reserves, unearned premium reserves and claim reserves.
Mathematical reserves are calculated underwriting reserves relating to guaranteed 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 cedants less the present value of premium still payable by cedants. The calculation includes assumptions relating to mortality, disability, lapses and the expected future interest rates. Actuarial principles used allow an adequate safety margin for the risks of change, error and random fluctuation. They correspond to those used in the premium calculation and are adjusted if the original safety margins are no longer considered sufficient.
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 for 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 the 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 company 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 U.S. 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 subjected 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, 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.
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 U.K., the U.S. 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, expected long-term rates of return on plan assets, 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 expense 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.
Past service costs generated at the adoption or modification of a defined benefit plan are recorded as an expense, on a straight-line basis over the average period until the benefits become vested. When benefit rights are acquired upon the adoption of a plan or its modification, past service cost is immediately recognized as an 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 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 shareholder's 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 entity 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 our property and casualty insurance and reinsurance (also referred to as "Non-Life"); and the SCOR Global Life segment, with responsibility for our 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.
The SCOR Global P&C segment operates in four business areas being: Property and Casualty Treaties; Specialty Lines (including Credit & Surety, Inherent Defects Insurance, Aviation, Space, Marine, Engineering, Agriculture and Structured Risk Transfer); Business Solutions (large corporate accounts underwritten essentially on a facultative basis and occasionally as direct insurance for industrial groups and services companies); and Joint Ventures and Partnerships. The SCOR Global Life segment offers the following lines of business: Life (treaties with mainly mortality risks); Life Financing Reinsurance; Critical Illness; Disability; Long Term Care; Health; Annuities; Personal Accident and Longevity.
As at 1 January 2011, the cost allocation methodology of the Group was refined in the preparation of segment information, resulting in a new corporate cost center being created, Group Functions. 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 Group Functions costs are included in the subsequent table in which prior year amounts have been adjusted for comparative purposes.
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.
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 2012, 2011, and 2010 as if Group Functions had been separately reported for all financial years under view.
| 31 December 2012 | 31 December 2011 | 31 December 2010 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Adjust | Adjustm | ||||||||||||||
| SCOR | SCOR | Group | ments and |
SCOR | SCOR | Group | Adjustm ents and |
SCOR | SCOR | Group | -ents and |
||||
| Global | Global | Funct | elimin | Global | Global | Funct | elimin | Global | Global | Funct | elimin | ||||
| In EUR million | Life | P&C | ions | ations (1) | Total | Life | P&C | ions | ations (1) | Total | Life | P&C | ions | ations (1) | Total |
| Gross written premiums |
4,864 | 4,650 | - | - | 9,514 | 3,620 | 3,982 | - | - | 7,602 | 3,035 | 3,659 | - | - | 6,694 |
| Change in gross unearned premiums |
3 | (150) | - | - | (147) | (7) | (180) | - | - | (187) | 2 | (111) | - | - | (109) |
| Gross earned | |||||||||||||||
| premiums | 4,867 | 4,500 | - | - | 9,367 | 3,613 | 3,802 | - | - | 7,415 | 3,037 | 3,548 | - | - | 6,585 |
| Gross benefits and claims paid |
(3,780) | (2,833) | - | - | (6,613) | (2,615) | (3,038) | - | (1) | (5,654) | (2,386) | (2,405) | - | - | (4,791) |
| Gross commission on | |||||||||||||||
| earned premiums | (953) | (956) | - | - | (1,909) | (804) | (773) | - | - | (1,577) | (694) | (714) | - | - | (1,408) |
| GROSS TECHNICAL RESULT (2) |
134 | 711 | - | - | 845 | 194 | (9) | - | (1) | 184 | (43) | 429 | - | - | 386 |
| Ceded written premiums |
(531) | (445) | - | - | (976) | (345) | (391) | - | - | (736) | (286) | (265) | - | - | (551) |
| Change in ceded unearned premiums |
- | 8 | - | - | 8 | (1) | 32 | - | - | 31 | 1 | 7 | - | - | 8 |
| Ceded earned premiums |
(531) | (437) | - | - | (968) | (346) | (359) | - | - | (705) | (285) | (258) | - | - | (543) |
| Ceded claims | 458 | 177 | - | - | 635 | 137 | 402 | - | 1 | 540 | 204 | 63 | - | - | 267 |
| Ceded commissions | 95 | 49 | - | - | 144 | 126 | 32 | - | - | 158 | 101 | 15 | - | - | 116 |
| Net results of | |||||||||||||||
| retrocession | 22 | (211) | - | - | (189) | (83) | 75 | - | 1 | (7) | 20 | (180) | - | - | (160) |
| NET TECHNICAL RESULT (2) |
156 | 500 | - | - | 656 | 111 | 66 | - | - | 177 | (23) | 249 | - | - | 226 |
| Other income and | |||||||||||||||
| expense from reinsurance |
|||||||||||||||
| operations | 3 | (39) | - | - | (36) | (34) | (19) | - | (2) | (55) | (3) | (18) | - | (2) | (23) |
| Investment revenues | 91 | 224 | - | 2 | 317 | 106 | 238 | - | - | 344 | 155 | 229 | - | 1 | 385 |
| Interests on deposits | 178 | 24 | - | - | 202 | 160 | 30 | - | - | 190 | 168 | 29 | - | - | 197 |
| Realized capital gains/(losses) on investments |
24 | 137 | - | - | 161 | 40 | 148 | - | (1) | 187 | 52 | 157 | - | (2) | 207 |
| Change in fair value | |||||||||||||||
| of investments Change in investment |
- | 8 | - | - | 8 | (5) | (2) | - | - | (7) | 3 | (3) | - | - | - |
| impairment | (16) | (70) | - | - | (86) | (16) | (46) | - | - | (62) | (26) | (40) | - | - | (66) |
| Foreign exchange gains/(losses) |
(2) | 25 | - | - | 23 | 3 | 10 | - | - | 13 | - | (15) | - | - | (15) |
| Investment income | 275 | 348 | - | 2 | 625 | 288 | 378 | - | (1) | 665 | 352 | 357 | - | (1) | 708 |
| Investment management |
|||||||||||||||
| expenses Acquisition and |
(10) | (15) | (5) | - | (30) | (7) | (13) | (6) | - | (26) | (6) | (12) | (6) | - | (24) |
| administrative | |||||||||||||||
| expenses Other current |
(165) | (176) | (8) | - | (349) | (114) | (166) | (12) | - | (292) | (92) | (160) | (10) | (1) | (263) |
| operating expenses | (45) | (44) | (88) | - | (177) | (33) | (35) | (52) | - | (120) | (25) | (28) | (54) | 2 | (105) |
| CURRENT OPERATING RESULTS |
214 | 574 | (101) | 2 | 689 | 211 | 211 | (70) | (3) | 349 | 203 | 388 | (70) | (2) | 519 |
| Other operating | |||||||||||||||
| expenses | - | (50) | - | - | (50) | - | (30) | - | - | (30) | - | (29) | - | - | (29) |
| Other operating income |
6 | - | - | - | 6 | - | 4 | - | - | 4 | - | - | - | - | - |
| OPERATING RESULTS (BEFORE |
|||||||||||||||
| IMPACT OF ACQUISITIONS) |
220 | 524 | (101) | 2 | 645 | 211 | 185 | (70) | (3) | 323 | 203 | 359 | (70) | (2) | 490 |
(1) Inter-segment recharges of expenses are eliminated on consolidation.
(2) Technical results are the balance of income and expenses allotted to the insurance business.
The following table sets forth the operating income for each of the Group's operating segments as presented previously before refining the cost allocation methodology for the financial year ended 31 December 2010.
| SCOR Global | SCOR Global | and elimin ations (1) |
||
|---|---|---|---|---|
| In EUR million Gross written premiums |
Life 3,035 |
P&C 3,659 |
- | Total 6,694 |
| Change in gross unearned premiums | 2 | (111) | - | (109) |
| Gross earned premiums | 3,037 | 3,548 | - | 6,585 |
| Gross benefits and claims paid | (2,376) | (2,406) | - | (4,782) |
| Gross commission expense GROSS TECHNICAL RESULT (2) |
(694) (33) |
(714) 428 |
- - |
(1,408) 395 |
| Ceded written premiums | (286) | (265) | - | (551) |
| Change in ceded unearned premiums | 1 | 7 | - | 8 |
| Ceded earned premiums | (285) | (258) | - | (543) |
| Ceded claims | 204 | 63 | - | 267 |
| Ceded commissions | 101 | 15 | - | 116 |
| Net income from reinsurance operations | 20 | (180) | - | (160) |
| NET TECHNICAL RESULT (2) | (13) | 248 | - | 235 |
| Other operating revenues | (3) | (18) | (2) | (23) |
| of which other income and expenses excluded from | ||||
| combined ratio calculation | - | (27) | (27) | |
| Investment revenues | 153 | 213 | 1 | 367 |
| Interests on deposits | 168 | 29 | - | 197 |
| Realized capital gains/(losses) on investments | 52 | 157 | (2) | 207 |
| Change in fair value of investments | 3 | (3) | - | - |
| Change in investment impairment | (26) | (40) | - | (66) |
| Foreign exchange gains/(losses) | - | (15) | - | (15) |
| Net investment income | 350 | 341 | (1) | 690 |
| Investment management expenses | (8) | (25) | - | (33) |
| Acquisition and administrative expenses | (85) | (133) | (1) | (219) |
| Other current operating expenses | (47) | (86) | 2 | (131) |
| CURRENT OPERATING RESULTS | 194 | 327 | (2) | 519 |
| Other operating expenses | - | (29) | - | (29) |
| Other operating income | - | - | - | - |
| OPERATING RESULTS | 194 | 298 | (2) | 490 |
(1) Inter-segment recharges of expenses are eliminated on consolidation
(2) 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 2012, 2011, and 2010.
GROSS WRITTEN PREMIUMS BY GEOGRAPHIC REGION
The distribution by geographic region, based on subsidiary location, is as follows:
| FOR THE YEAR ENDED 31 DECEMBER | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| SCOR Global Life | SCOR Global P&C | |||||||||
| In EUR million | 2012 | 2011 | 2010 | 2012 | 2011 | 2010 | ||||
| Gross written premiums | 4,864 | 3,620 | 3,035 | 4,650 | 3,982 | 3,659 | ||||
| Europe | 2,633 | 2,264 | 2,241 | 3,033 | 2,653 | 2,518 | ||||
| Americas | 1,986 | 1,271 | 725 | 867 | 721 | 691 | ||||
| Asia Pacific / Rest of world | 245 | 85 | 69 | 750 | 608 | 450 |
The distribution by geographic region, based on the location of the ceding company for treaty business and location 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 | 2012 | 2011 | 2010 | 2012 | 2011 | 2010 | ||||
| Gross written premiums | 4,864 | 3,620 | 3,035 | 4,650 | 3,982 | 3,659 | ||||
| Europe | 1,716 | 1,686 | 1,660 | 2,265 | 2,023 | 1,912 | ||||
| Americas | 2,462 | 1,393 | 913 | 1,235 | 983 | 910 | ||||
| Asia Pacific / Rest of world | 686 | 541 | 462 | 1,150 | 976 | 837 |
The increase of gross written premiums of SCOR Global Life in 2012 is mainly due to the acquisition of the mortality reinsurance business of Transamerica Re which was completed on 9 August 2011.
Key balance sheet (1) captions by segment are split as follows:
| AS AT 31 DECEMBER | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| In EUR million | SCOR Global Life |
2012 SCOR Global P&C |
Total | SCOR Global Life |
2011 SCOR Global P&C |
Total | |||
| Goodwill | 45 | 743 | 788 | 45 | 743 | 788 | |||
| Value of business acquired | 1,031 | - | 1,031 | 1,069 | - | 1,069 | |||
| Insurance business investments | 8,771 | 12,343 | 21,114 | 8,615 | 11,533 | 20,148 | |||
| Cash and cash equivalents | 680 | 786 | 1,466 | 576 | 705 | 1,281 | |||
| Share of retrocessionaires in insurance and investment contract liabilities |
539 | 783 | 1,322 | 402 | 849 | 1,251 | |||
| Total assets | 13,556 | 19,034 | 32,590 | 13,265 | 18,054 | 31,319 | |||
| Contract liabilities | (11,153) | (12,681) | (23,834) | (11,044) | (12,263) | (23,307) |
(1) Amounts presented above represent specific balance sheet line items reviewed at the segment level, as such some balance sheet items are excluded from this table.
Assets and liabilities by geographic region are based on the location of the subsidiary.
| AS AT 31 DECEMBER | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2012 Asia and North rest of the |
2011 Asia and North rest of the |
||||||||
| In EUR million | Europe | America | world | Total | Europe | America | world | Total | |
| Insurance business investments |
17,764 | 2,752 | 598 | 21,114 | 16,056 | 3,578 | 514 | 20,148 | |
| Share of retrocessionaires in insurance and investment contract liabilities |
1,028 | 285 | 9 | 1,322 | 1,196 | 49 | 6 | 1,251 | |
| Total assets | 27,150 | 3,445 | 1,995 | 32,590 | 25,177 | 4,378 | 1,764 | 31,319 | |
| Contract liabilities | (18,636) | (3,547) | (1,651) | (23,834) | (17,552) | (4,250) | (1,505) | (23,307) |
The cash flows, by segment, are presented as follows:
| FOR THE YEAR ENDED 31 DECEMBER | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| SCOR Global |
2012 SCOR Global |
SCOR Global |
2011 SCOR Global |
SCOR Global |
2010 SCOR Global |
||||
| In EUR million | P&C | Life | Total | P&C | Life | Total | P&C | Life | Total |
| Cash and cash equivalents at 1 |
|||||||||
| January | 705 | 576 | 1,281 | 687 | 320 | 1,007 | 752 | 573 | 1,325 |
| Net cash flows from operations |
534 | 227 | 761 | 402 | 128 | 530 | 457 | 199 | 656 |
| Net cash flows from investing activities |
(464) | 26 | (438) | (355) | (225) | (580) | (289) | (441) | (730) |
| Net cash flows from financing activities |
11 | (157) | (146) | (68) | 340 | 272 | (281) | (33) | (314) |
| Effect of changes in foreign exchange rates |
- | 8 | 8 | 39 | 13 | 52 | 48 | 22 | 70 |
| Cash and cash equivalents at 31 |
|||||||||
| December | 786 | 680 | 1,466 | 705 | 576 | 1,281 | 687 | 320 | 1,007 |
The following sections describe acquisitions and disposals which either occurred or for which the accounting was finalized in 2012, 2011 and 2010 respectively.
On 9 August 2011, SCOR acquired the mortality risk reinsurance business of Transamerica Re, a part of AEGON. Transamerica Re was a division of AEGON, but not a standalone legal entity. The operations acquired relate solely to biometric risks. The acquisition included a series of retrocession agreements from AEGON to SCOR Global Life US entities. As part of the acquisition, SCOR also purchased from AEGON one Irish entity, Transamerica International Reinsurance Ireland Limited subsequently renamed to SCOR International Reinsurance Ireland Limited.
After obtaining all required authorization needed from the insurance or reinsurance regulators in the United States and Ireland, SCOR acquired the mortality risk reinsurance business of Transamerica Re on 9 August 2011.
The total consideration for the acquired mortality risk reinsurance business of Transamerica Re amounts to EUR 644 million (USD 916 million). In May 2012 SCOR received from the final net settlement and purchase price agreement a redemption of EUR 2 million (USD 3 million) from AEGON.
The transaction was financed by SCOR through the use of own funds and limited debt issuance, without the issuance of any new shares.
In accordance with IFRS 3, the accounting of a business combination can be reviewed within one year from the acquisition date.
| TRANSAMERICA RE: FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED AS AT 9 AUGUST 2011 |
||||
|---|---|---|---|---|
| 2011 | 2012 | 2012 | ||
| In EUR million (1) | Provisional | Adjustments | Final | |
| Assets | ||||
| Value of business acquired | 540 | 6 | 546 | |
| Investments | 866 | 5 | 871 | |
| Share of retrocessionaires in contract liabilities | (115) | (30) | (145) | |
| Other assets | 435 | (31) | 404 | |
| Cash and cash equivalents | 494 | - | 494 | |
| TOTAL ASSETS | 2,220 | (50) | 2,170 | |
| Liabilities | ||||
| Contract liabilities | 1,152 | (11) | 1,141 | |
| Other liabilities | 298 | (38) | 260 | |
| TOTAL LIABILITIES | 1,450 | (49) | 1,401 | |
| Fair value of net assets | 770 | (1) | 769 | |
| Consideration | (646) | 2 | (644) | |
| Impact of foreign exchange | 3 | (1) | 2 | |
| Gain from bargain purchase (2) | 127 | - | 127 |
(1) Based on the EUR/USD exchange rate at the date of acquisition
(2) Gain from bargain purchase valued at the average EUR/USD exchange rate of 0.7148 for the year ended 31 December 2011
The provisional accounting for the acquisition of Transamerica Re generated a gain from bargain purchase of EUR 127 million as the fair value of net assets of EUR 770 million was in excess of the aggregate consideration of EUR 646 million. The gain from bargain purchase included an impact of EUR 3 million foreign exchange gain using the average EUR/USD exchange rate of 0.7148 for the year ended 31 December 2011.
In March 2012, SCOR agreed with AEGON on the conclusion of the settlement for the acquired business and received a closing payment in May 2012.
On 9 August 2012, the accounting was finalized with no material changes in fair value of net assets acquired (EUR 769 million). These changes reflect the availability and use of more up to date information.
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 546 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.
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 SCOR 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 127 million, was recorded in the consolidated statement of income for the year ended 31 December 2011 of the SCOR Group.
SCOR recognised the redemption received from AEGON in May 2012 and the changes in the fair value of the separately recognized identifiable assets and liabilities at the end of the measurement period of one year from the acquisition date in the consolidated balance sheet as at 31 December 2012.
The share of the mortality risk reinsurance business of Transamerica Re income included in the SCOR Group's consolidated income corresponds to the results generated during the period from 9 August 2011, the date of acquisition by the SCOR Group, up to the end of the reporting period, 31 December 2011.
| TRANSAMERICA RE: STATEMENT OF INCOME FROM ACQUISITION DATE TO 31 DECEMBER 2011 In EUR million (1) |
|
|---|---|
| Gross written premiums | 677 |
| Change in unearned premiums | 1 |
| Gross earned premiums | 678 |
| Other income and expense from reinsurance operations | - |
| Investment income | 5 |
| Total income from ordinary activities | 683 |
| Gross benefits and claims paid | (490) |
| Gross commission on earned premiums | (92) |
| Net results of retrocession | (55) |
| Investment management expenses | - |
| Acquisition and administrative expenses | (20) |
| Other current operating expenses | - |
| Other current operating income | (1) |
| Total other current operating income and expense | (658) |
| CURRENT OPERATING RESULTS | 25 |
| Other operating expenses | - |
| Other operating income | - |
| OPERATING RESULTS (BEFORE IMPACT OF ACQUISITIONS) | 25 |
| Acquisition related expenses | (18) |
| Gain from bargain purchase (2) | 127 |
| OPERATING RESULTS | 134 |
| Financing expenses | (5) |
| Share in results of associates | - |
| CONSOLIDATED NET INCOME, BEFORE TAX | 129 |
| Corporate income tax | 2 |
| NET INCOME | 131 |
(1) Based on the EUR/USD average exchange rate
(2) Gain from bargain purchase valued at the average EUR/USD exchange rate of 0.7148 for the year ended 31 December 2011
The pro forma financial information as at 31 December 2011 is presented to illustrate the effect on the Group's statement of income of the Transamerica Re acquisition as if the acquisition had occurred on 1 January 2011. The Transamerica Re information is based on the estimated revenues and net income of the acquired business for the twelve month period ended 31 December 2011 and includes estimates for the impact of purchase accounting. The pro forma 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:
Investment income has been determined based on historical yields of Transamerica Re ("TARe") for 1 January 2011 to 9 August 2011. Actual yields have been applied from acquisition date to year-end. As such, no pro forma adjustment has been made.
For the purpose of presenting pro forma information, Transamerica Re DAC amortization has been excluded and VOBA amortization costs have been added to the pro forma statement of income. They amount to EUR 32 million and EUR (14) million respectively.
For the purpose of presenting pro forma information, acquisition related costs of the Transamerica Re acquisition totaling EUR 7 million incurred have been excluded during 2011.
For the purpose of presenting pro forma information, the acquisition related gain from bargain purchase of EUR 127 million has been recognized as at 1 January 2011.
For the purpose of presenting pro forma information, acquisition related debt interest expenses that have been incurred by SCOR Group to finance the Transamerica Re acquisition have been assumed to be recorded beginning on 1 January 2011. They amounted to EUR (5) million.
For the purpose of presenting pro forma information, deferred taxes that have been incurred by SCOR Group to effect the Transamerica Re acquisition have been assumed to be recorded in the opening balance sheet as at 1 January 2011. The deferred taxes are determined on the tax rate of country in which predominantly the costs have been incurred. The tax rates applied are 35% for adjustments that occurred in the US and 12.5% for adjustments that occurred in Ireland. The total corporate income tax effect related to the afore-mentioned pro forma adjustments amounted to EUR (2) million.
| PRO FORMA STATEMENT OF INCOME 2011 | Pro Forma | Total Pro | ||
|---|---|---|---|---|
| In EUR million | SCOR | TARe | Adjustments | Forma |
| Gross written premiums | 6,925 | 1,661 | - | 8,586 |
| Change in unearned premiums | (188) | 1 | - | (187) |
| Gross earned premiums | 6,737 | 1,662 | - | 8,399 |
| Other income from reinsurance operations | (55) | 1 | - | (54) |
| Investment income | 660 | 33 | - | 693 |
| Total income from ordinary activities | 7,342 | 1,696 | - | 9,038 |
| Gross benefits and claims paid (incl. ULAE) | (5,164) | (1,107) | - | (6,271) |
| Gross commission on earned premiums | (1,485) | (244) | 18 | (1,711) |
| Net results of retrocession | 47 | (229) | - | (182) |
| Investment management expenses | (26) | - | - | (26) |
| Acquisition and administrative expenses | (271) | (57) | - | (328) |
| Other current operating expenses | (119) | - | - | (119) |
| Total other current operating income and expense | (7,018) | (1,637) | 18 | (8,637) |
| CURRENT OPERATING RESULTS | 324 | 59 | 18 | 401 |
| Other operating expenses | (30) | - | - | (30) |
| Other operating income | 4 | - | - | 4 |
| OPERATING RESULTS (BEFORE IMPACT OF | ||||
| ACQUISITION) | 298 | 59 | 18 | 375 |
| Acquisition related expenses (1) | (15) | (18) | 7 | (26) |
| Gain from bargain purchase | - | - | 127 | 127 |
| OPERATING RESULTS | 283 | 41 | 152 | 476 |
| Financing expenses | (89) | (13) | (5) | (107) |
| Share in results of associates | 7 | - | - | 7 |
| CONSOLIDATED NET INCOME, BEFORE TAX | 201 | 28 | 147 | 376 |
| Corporate income tax | (2) | (4) | (2) | (8) |
| CONSOLIDATED NET INCOME | 199 | 24 | 145 | 368 |
(1) Acquisitions costs were allocated between SCOR and TARe based on the 'location' of the expenses.
SALE OF US FIXED ANNUITY BUSINESS
On 18 July 2011, SCOR completed the sale of its US fixed annuity business through the sale of its wholly owned subsidiary Investors Insurance Corporation to Athene Holding Ltd. As a result of the sale, SCOR has recognized a loss of EUR (12) million in 2011 after tax for consideration of USD 57 million (EUR 41 million) received.
The cash inflow on the disposal is as follows:
| In EUR million | 2011 |
|---|---|
| Consideration received | 41 |
| Cash and cash equivalents disposed of | (32) |
| CASH INFLOW FROM SALE OF US FIXED ANNUITIY BUSINESS | 9 |
Assets and liabilities sold were as follows as at closing date:
| In EUR million | 2011 |
|---|---|
| Assets | |
| Investments | 939 |
| Other assets | 265 |
| Cash and cash equivalents | 32 |
| TOTAL ASSETS | 1,236 |
| Liabilities | |
| Contract liabilities | 1,153 |
| Other liabilities | 27 |
| TOTAL LIABILITIES | 1,180 |
|---|---|
| Consideration received | 41 |
| Loss on sale, before tax | 15 |
The cumulative income or expenses recognized in other comprehensive income related to Investors Insurance Corporation were as follows:
| In EUR million | 2011 |
|---|---|
| Currency retranslations, net of taxes | (1) |
| Fair value adjustments on available-for-sale financial instruments, net of taxes | (1) |
| CUMULATIVE INCOME OR EXPENSES RECOGNIZED IN OTHER COMPREHENSIVE INCOME | (2) |
The sale agreement included certain contingencies which were settled during 2012 and resulted in an increase in the loss from EUR 12 million to EUR 15 million, net of tax.
On 4 December 2009, SCOR acquired 100% of the capital and voting rights of XL Life America Inc. from XL Capital Ltd and entered into a retrocession contract to assume reserves related to this business. The business acquired showed strong compatibility with SCOR's Life strategy that is rooted in focusing on traditional protection business that is not correlated with economic risks. The acquisition helped SCOR Global Life strengthen its services in the mortality-protection field and improve SCOR's market position in the U.S.
The total consideration for the transaction of EUR 31 million was settled in cash and was entirely self-financed.
As from the acquisition date of 4 December 2009, XL Life America Inc. was fully consolidated by SCOR. This resulted in recognition of VOBA of EUR 20 million and a gain from bargain purchase of EUR 14 million in 2009.
In accordance with IFRS 3, the accounting of a business combination can be reviewed within twelve months from the acquisition date. On 4 December 2010, the initial accounting was finalized with no net change in fair value of net assets acquired. These changes reflect the availability and use of more up to date information on which to base the final acquisition accounting and were recorded as follows:
| 2009 | 2010 | 2010 | |
|---|---|---|---|
| In EUR million (1) | Provisional | Adjustment | Final |
| Assets | |||
| VOBA | 20 | 17 | 37 |
| Investments | 35 | - | 35 |
| Share of retrocessionaires in contract liabilities | 7 | - | 7 |
| Other assets | 10 | - | 10 |
| Cash and cash equivalents | 6 | - | 6 |
| TOTAL ASSETS | 78 | 17 | 95 |
| Liabilities | |||
| Contract liabilities | 27 | 5 | 32 |
| Other liabilities | 6 | 12 | 18 |
| TOTAL LIABILITIES | 33 | 17 | 50 |
| Fair value of net assets | 45 | - | 45 |
| Consideration | (31) | - | (31) |
| Gain from bargain purchase | 14 | - | 14 |
(1) Based on EUR/USD exchange rate at the date of acquisition
The value of business acquired ("VOBA") for the acquisition of XL Life America Inc. has been estimated as EUR 37 million based on an estimate of expected future income and using a discount rate including an appropriate risk premium. This intangible asset is amortized over the lifetime of the underlying treaties, in line with expected emergence of income.
| Value of | ||||
|---|---|---|---|---|
| business | ||||
| In EUR million | Goodwill | acquired | Other | Total |
| Gross value at 31 December 2010 | 969 | 867 | 169 | 2,005 |
| Foreign exchange rate movements | - | 54 | 1 | 55 |
| Additions | - | - | 24 | 24 |
| Disposals | - | - | - | - |
| Change in scope of consolidation | - | 540 | - | 540 |
| Gross value at 31 December 2011 | 969 | 1,461 | 194 | 2,624 |
| Foreign exchange rate movements | - | 2 | 2 | 4 |
| Additions | - | - | 30 | 30 |
| Disposals | - | - | (16) | (16) |
| Change in scope of consolidation | - | - | - | - |
| Gross value at 31 December 2012 | 969 | 1,463 | 210 | 2,642 |
| Cumulative amortization and impairment at 31 December 2010 | (181) | (346) | (74) | (601) |
| Amortization for the period | - | (47) | (8) | (55) |
| Impairment for the period | - | - | - | - |
| "Shadow accounting" | - | 1 | - | 1 |
| Cumulative amortization and impairment at 31 December 2011 | (181) | (392) | (82) | (655) |
| Amortization for the period | - | (42) | 9 (1) | (33) |
| Impairment for the period | - | - | (15) | (15) |
| "Shadow accounting" | - | 2 | - | 2 |
| Cumulative amortization and impairment at 31 December 2012 | (181) | (432) | (88) | (701) |
| Carrying value as at 31 December 2010 | 788 | 521 | 95 | 1,404 |
| Carrying value as at 31 December 2011 | 788 | 1,069 | 112 | 1,969 |
| Carrying value as at 31 December 2012 | 788 | 1,031 | 122 | 1,941 |
(1) Including EUR 16 million reversal of amortization due to intangible assets disposals.
The disclosure of intangible assets split between the Group's operational segments SCOR Global P&C and SCOR Global Life has been presented within Note 2 – Segment Information.
Goodwill, which represents the excess of the cost of each business combination over SCOR's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities acquired, was EUR 788 million as at 31 December 2012 and EUR 788 million as at 31 December 2011.
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 (CGUs) 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 three years are based on Board approved business plans and the last two 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. Cash-flows beyond this period are extrapolated using a growth rate of 5%. SCOR uses risk free interest rates per currency and the estimated SCOR Group cost of capital 7.92% as derived from the Capital Asset Pricing Model (CAPM) for discounting purposes.
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 composed 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 a Market Consistent Embedded Value in line with the principles of the CFO Forum. For the 2012 embedded value discount rates used were based on risk free swap rates ranging between 0.29% and 8.15% depending on the currency and the duration.
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 current fair value. Any impairment charge is recorded in income in the period in which it is determined.
The annual goodwill impairment tests conducted for both SCOR Global P&C and SCOR Global Life segments show a fair value in excess of the total carrying value. Consequently, the result of the goodwill impairment tests is that no goodwill impairment charges were recognized for the years ended 31 December 2012, 2011 and 2010 respectively.
The IFRS 4 liability adequacy testing which includes VOBA recoverability, showed no indicators of impairment for the years ended 31 December 2012 or 2011.
Other intangible assets at 31 December 2012 were EUR 122 million compared with EUR 112 million at 31 December 2011.
Other intangible assets with finite useful lives at 31 December 2012 were EUR 92 million compared with EUR 82 million at 31 December 2011. A component of this balance relates to the joint-venture agreement with the Medical Defense Union (MDU), acquired through the Converium business combination. During and subsequent to the financial year end, SCOR received indications that this agreement would be terminated. As a result management decided to impair the intangible to its recoverable value of EUR 6 million.
The Group amortizes its other intangibles with a finite life over a 2 to 10 year period dependent on the specific circumstances of each arrangement.
The additions during the year ended 31 December 2012 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 9 million, EUR 8 million, and EUR 7 million for the years ended 31 December 2012, 2011, and 2010 respectively.
Software which is not in use anymore with a global value of EUR 16 million has been disposed of. This software was fully amortized in prior periods.
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 15 million 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 at 31 December 2012 were EUR 15 million compared with EUR 15 million at 31 December 2011.
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 2012 were EUR 541 million compared to EUR 515 million as at 31 December 2011. 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 2010 | 146 |
| Foreign exchange rate movements | 4 |
| Additions | 450 |
| Reclassification from real estate investments (Note 6 (C)) | 10 |
| Disposals | (17) |
| Change in scope of consolidation | 18 |
| Other | - |
| Gross value at 31 December 2011 | 611 |
| Foreign exchange rate movements | 7 |
| Additions | 42 |
| Reclassification from real estate investments (Note 6 (C)) | - |
| Disposals | (47) |
| Change in scope of consolidation | - |
| Other | - |
| Gross value at 31 December 2012 | 613 |
| Cumulative depreciation and impairment at 31 December 2010 | (94) |
| Depreciation for the period | (13) |
| Impairment for the period | - |
| Reclassification from real estate investments (Note 6 (C)) | (6) |
| Disposals | 17 |
| Cumulative depreciation and impairment at 31 December 2011 | (96) |
| Depreciation for the period | (20) |
| Impairment for the period | - |
| Reclassification from real estate investments (Note 6 (C)) | - |
| Disposals | 44 |
| Cumulative depreciation and impairment at 31 December 2012 | (72) |
| Carrying value as at 31 December 2010 | 52 |
| Carrying value as at 31 December 2011 | 515 |
| Carrying value as at 31 December 2012 | 541 |
The additions to tangible assets in 2011 were mainly related to the following acquisitions:
On 1 July 2011, SCOR Group finalized the purchase of Kléber SAS, whose primary asset is an office building located in Paris. The SCOR head office was moved to the Kléber office building at the beginning of 2012. This transaction resulted in an increase of the Group's fixed assets of EUR 344 million, and financial debts of EUR 170 million in 2011.
On 6 July 2011, SCOR Holding Switzerland AG, a wholly owned subsidiary of the Group, acquired PPG Lime Street Ltd, a company whose primary asset is a building located in London. This transaction resulted in an increase of the Group's fixed assets of EUR 53 million (GBP 47 million) in 2011.
EUR 26 million were capitalized as asset in progress in relation to a building in Cologne. See below "Property related commitments received and granted".
The change in scope of consolidation in 2011, presented in the table above, related to the acquisition of a company whose main asset is a share in an aircraft of EUR 18 million.
The additions to tangible assets in 2012 are mainly related to the EUR 31 million acquisition in relation to a building in Cologne (please see note property related commitments and guarantees below).
PROPERTY RELATED COMMITMENTS RECEIVED AND GRANTED
Payments for operating leases concern in particular rents for offices and business premises of the Group. They include extension options as well as restrictions regarding the agreement of subleases. In the period under review, minimum lease payments of EUR 29 million (2011: EUR 26 million; 2010: EUR 27 million) were recognised as an expense, net of sublease payments of EUR (6) million (2011: EUR (4) million; 2010: EUR (4) million). The largest lease contract is for SCOR Zurich office where during 2011 the lease term has been extended until December 2016. The minimum payments are as follows (1):
| 2012 | 2011 | |
|---|---|---|
| In EUR million | Minimum payments | Minimum payments |
| Less than one year | 14 | 22 |
| From one to five years | 48 | 33 |
| More than five years | 30 | - |
| TOTAL MINIMUM PAYMENTS | 92 | 55 |
(1) 2011 minimum lease payments comprised the largest lease contracts from SCOR Zurich and SCOR Paris, whereas 2012 minimum lease payments comprise all SCOR entities. The increase in 2012 is mainly due to two newly signed lease contracts in Charlotte and Texas.
In December 2003, the Group sold its headquarters in Paris La Défense but remained as tenant of this building until December 2012, except for one floor which is still rented. The Group has returned it on 28 December 2012, date of its lease termination, and all the related guarantees have been cancelled.
On 29 June 2012, SCOR SE, German branch became owner of a new 6,500 square meters building at Goebenstrasse 1 in Cologne which was under construction since 2009. The Cologne HUB head office has moved to Goebenstrasse 1 beginning of March 2012. This resulted in an additional increase of the Group's fixed assets of EUR 11 million in 2012. In 2011 EUR 26 million of the total purchase price of EUR 37 million including fixtures and fittings were already capitalized as asset in progress. In January 2012, the Group partially funded the cost of the purchase with a financial debt of EUR 18 million.
The insurance business investments of the Group can be analyzed as follows:
| Net book value as at 31 December (1) | ||||
|---|---|---|---|---|
| In EUR million | 2012 | 2011 | ||
| Real estate investments | Note 6 – (C) | 584 | 499 | |
| Equities | 1,016 | 1,158 | ||
| Fixed income | Note 6 – (D) | 9,651 | 8,334 | |
| Available-for-sale investments | Note 6 – (B), (D), (E) | 10,667 | 9,492 | |
| Equities | 160 | 89 | ||
| Fixed income | Note 6 – (D) | 56 | 38 | |
| Investments at fair value through income | Note 6 – (A), (B), (D) | 216 | 127 | |
| Loans and receivables | Note 7 (also Note 6 – (A)) | 9,535 | 9,872 | |
| Derivative instruments (2) | Note 8 (also Note (A), (B)) | 112 | 158 | |
| TOTAL INSURANCE BUSINESS | ||
|---|---|---|
| INVESTMENTS | 21,114 | 20,148 |
(1) Liabilities of EUR 40 million arising from derivative financial instruments are disclosed in the liability section of the consolidated balance sheet (2011: EUR 52 million).
Analysis of insurance business investments and financial liabilities carried at fair value by valuation method:
| Investments and cash as at 31 December 2012 Cost or amortized |
|||||
|---|---|---|---|---|---|
| In EUR million | Total | Level 1 | Level 2 | Level 3 | cost |
| Real estate investments | 584 | - | - | - | 584 |
| Equities | 1,016 | 685 | 259 | - | 72 |
| Fixed income | 9,651 | 8,635 | 1,014 | 2 | - |
| Available-for-sale investments | 10,667 | 9,320 | 1,273 | 2 | 72 |
| Equities | 160 | 53 | 107 | - | - |
| Fixed income | 56 | 1 | 55 | - | - |
| Investments at fair value through income | 216 | 54 | 162 | - | - |
| Loans and receivables | 9,535 | 1,269 | - | - | 8,266 |
| Derivative instruments | 112 | - | 31 | 81 | - |
| TOTAL INSURANCE BUSINESS INVESTMENTS | 21,114 | 10,643 | 1,466 | 83 | 8,922 |
| Cash and cash equivalents | 1,466 | 1,466 | - | - | - |
| Investments and cash as at 31 December 2012 | 22,580 | 12,109 | 1,466 | 83 | 8,922 |
| Investments and cash as at 31 December 2011 Cost or |
|||||||
|---|---|---|---|---|---|---|---|
| In EUR million | Total | Level 1 | Level 2 | Level 3 | amortized cost |
||
| Real estate investments | 499 | - | - | - | 499 | ||
| Equities | 1,158 | 806 | 288 | - | 64 | ||
| Fixed income | 8,334 | 7,512 | 814 | 8 | - | ||
| Available-for-sale investments | 9,492 | 8,318 | 1,102 | 8 | 64 | ||
| Equities | 89 | 15 | 74 | - | - | ||
| Fixed income | 38 | 10 | 28 | - | - | ||
| Investments at fair value through income | 127 | 25 | 102 | - | - | ||
| Loans and receivables | 9,872 | 1,774 | - | - | 8,098 | ||
| Derivative instruments | 158 | - | 25 | 133 | - | ||
| TOTAL INSURANCE BUSINESS INVESTMENTS | 20,148 | 10,117 | 1,229 | 141 | 8,661 | ||
| Cash and cash equivalents | 1,281 | 1,281 | - | - | - | ||
| Investments and cash as at 31 December 2011 | 21,429 | 11,398 | 1,229 | 141 | 8,661 |
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.
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 an exchange, dealer or broker. These 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 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. Similarly, the Group values certain derivative investments, namely the mortality and real estate swaps using internal valuation techniques based on market inputs. 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 2012, the main asset class within the Level 3 fair value measurement category consists of derivative instruments primarily relating to the Atlas catastrophe agreements. Further detail on the valuation of these derivative instruments is included within Note 8 - Derivative Instruments.
Available for sale investments included approximately EUR 72 million of investments which are measured at cost (2011: EUR 64 million). These investments include primarily equities and funds which are not listed.
In 2012 and 2011 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 2012 and 2011 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 2010 is mainly due to foreign exchange impacts and the change in fair value of Atlas vehicles.
During the year ended 31 December 2012, there were EUR 6 million net transfers out of Level 3 fair value measurement category.
| In EUR million | At 1 January 2012 |
Total gains / (losses) recognized in statement of income |
Change in fair value |
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 investments | 8 | - | - | - | (6) | - | 2 |
| Derivative instruments | 133 | (50)(1) | - | - | (2) | - | 81 |
| Investments | 141 | (50) | - | - | (8) | - | 83 |
(1) Movements in derivative instruments mainly due to the change in fair value of ATLAS V and VI catastrophe bonds
| In EUR million | At 1 January 2011 |
Total gains / (losses) recognized in statement of income |
Change in fair value |
Purchases | Sales | Transfer into / out of level 3 fair value measure ment |
At 31 December 2011 |
|---|---|---|---|---|---|---|---|
| Equities | - | - | - | - | - | - | - |
| Fixed income | 14 | - | - | - | (2) | (4) | 8 |
| Available-for-sale investments | 14 | - | - | - | (2) | (4) | 8 |
| Derivative instruments | 61 | (31) (1) | - | 103 (2) | - | - | 133 |
| Investments | 75 | (31) | - | 103 | (2) | (4) | 141 |
(1) Movements in derivative instruments mainly due to the change in fair value of ATLAS V and VI catastrophe bonds
| (2) | Mainly purchase of ATLAS VI series 2011-1 and 2011-2 catastrophe bonds | |
|---|---|---|
| At 1 January 2010 |
Total gains / (losses) recognized in statement of income |
Change in fair value |
Purchases | Sales | Transfer into / out of level 3 fair value measure ment |
At 31 December 2010 |
|
|---|---|---|---|---|---|---|---|
| Equities | 2 | - | - | - | - | (2) | - |
| Fixed income | 8 | - | - | - | - | 6 | 14 |
| Available-for-sale investments | 10 | - | - | - | - | 4 | 14 |
| Derivative instruments | 60 | (25) (1) | - | 26 (2) | - | - | 61 |
| Investments | 70 | (25) | - | 26 | - | 4 | 75 |
(1) Movements in derivative instruments mainly due to the change in fair value of ATLAS V and VI catastrophe bonds (2) Purchase of the second tranche of ATLAS VI catastrophe bonds
The EUR (50) million total losses recorded in the statement of income in 2012, include EUR (50) million of change in FV (2011: EUR (31) million; 2010: EUR (25) million) and no realized gains/losses (2011: Nil; 2010: Nil).
The properties held by the Group and considered as investment property are owned either by SCOR Auber, a 100% subsidiary of SCOR SE or by SCOR Properties, a 100% subsidiary of Group entities including SGP&C, SGL and SSAG. They consist of office buildings, which the Group owns and leases, and one office building capitalized under finance lease contracts. The movements in the real estate investments and finance leases are analyzed as follows:
| Real estate | Finance | ||
|---|---|---|---|
| In EUR million | investments | Leases | Total |
| Gross value at 31 December 2010 | 386 | 91 | 477 |
| Foreign exchange rate movements | (1) | - | (1) |
| Additions | 150 | - | 150 |
| Disposals | (27) | - | (27) |
| Reclassification to owner-occupied property (Note 5) | (10) | - | (10) |
| Change in scope of consolidation | - | - | - |
| Gross value at 31 December 2011 | 498 | 91 | 589 |
| Foreign exchange rate movements | - | - | - |
| Additions | 143 | - | 143 |
| Disposals | (75) | - | (75) |
| Reclassification to owner-occupied property (Note 5) | - | - | - |
| Change in scope of consolidation | - | - | - |
| Gross value at 31 December 2012 | 566 | 91 | 657 |
| Cumulative depreciation and impairment at 31 December 2010 | (71) | (28) | (99) |
| Depreciation for the period | (8) | (3) | (11) |
| Impairment for the period | - | - | - |
| Disposals | 14 | - | 14 |
| Reclassification to owner-occupied property (Note 5) | 6 | - | 6 |
| Cumulative depreciation and impairment at 31 December 2011 | (59) | (31) | (90) |
| Depreciation for the period | (11) | (3) | (14) |
| Impairment for the period | - | - | - |
| Disposals | 31 | - | 31 |
| Reclassification to owner-occupied property (Note 5) | - | - | - |
| Cumulative depreciation and impairment at 31 December 2012 | (39) | (34) | (73) |
| Carrying value as at 31 December 2010 | 315 | 63 | 378 |
| Fair value as at 31 December 2010 | 398 | 95 | 493 |
| Carrying value as at 31 December 2011 | 439 | 60 | 499 |
| Fair value as at 31 December 2011 | 523 | 95 | 618 |
| Carrying value as at 31 December 2012 | 527 | 57 | 584 |
| Fair value as at 31 December 2012 | 591 | 91 | 682 |
In 2012, SCOR Auber sold 4 buildings for a total sale price of EUR 83 million providing a total capital gain of EUR 39 million. SCOR Properties acquired 2 buildings, through 2 dedicated SPVs, SAS Pershing and SAS Coligny, one in Paris 17, and the other in Saint Quentin en Yvelines in state of future completion, for EUR 163 million out of which EUR 143 million have been booked at 31 December 2012 (see below, "Property related commitments and guarantees"). These acquisitions were financed by SCOR through the use of own funds.
The Group holds a finance lease which contains an option to purchase an investment property in Paris at the end of the lease term. The lease was extended until 25 June 2013 by an addendum in 2011. The amount of the minimum payments and their discounted values are as follows:
| 2012 | 2011 | |||||
|---|---|---|---|---|---|---|
| Present Value of | Present Value of | |||||
| In EUR million | Minimum payments |
Interest expenses |
Minimum Lease Payments |
Minimum payments |
Interest expenses |
Minimum Lease Payments |
| Less than one year | 4 | (1) | 3 | 8 | (1) | 7 |
| From one to five years | - | - | - | 4 | (1) | 3 |
| More than five years | - | - | - | - | - | - |
| Total | 4 | (1) | 3 | 12 | (2) | 10 |
Commitments relating to the financing of acquisitions of investment properties through financial leases and other bank loans are presented within Note 14 – Financial debt.
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:
| 2012 | 2011 | |
|---|---|---|
| In EUR million | Minimum rental income | Minimum rental income |
| Less than one year | 35 | 39 |
| From one to five years | 96 | 69 |
| More than five years | 58 | 16 |
| TOTAL MINIMUM RENTAL INCOME | 189 | 124 |
The rental income related to investment property was EUR 38 million in 2012 (2011: EUR 37 million) and the direct operating expenses EUR 2 million (2011: EUR 2 million).
SCOR signed in 2012 a contract of sale before completion (VEFA) to acquire a building in Saint-Quentin-en-Yvelines. Total costs for building and land are EUR 93 million. Total cost of the land and finished portion of the building (EUR 72 million) was capitalised as at 31 December 2012, as transfer of ownership is contingent upon progress of construction work. As at 31 December 2012, SCOR has not the right to use the building. This right is contingent upon the delivery of the building.
(a) Credit ratings – fixed income securities classified as available-for-sale or fair value through income
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 2012 | |||||||
| Available-for-sale | 3,109 | 2,733 | 1,934 | 1,146 | 605 | 124 | 9,651 |
| Fair value through income | 11 | 34 | 10 | - | - | 1 | 56 |
| Total fixed income securities as at 31 December 2012 |
3,120 | 2,767 | 1,944 | 1,146 | 605 | 125 | 9,707 |
| As at 31 December 2011 | |||||||
| Available-for-sale | 3,079 | 2,086 | 1,775 | 1,022 | 272 | 100 | 8,334 |
| Fair value through income | - | 28 | 9 | - | - | 1 | 38 |
| Total fixed income securities as at 31 |
|||||||
| December 2011 | 3,079 | 2,114 | 1,784 | 1,022 | 272 | 101 | 8,372 |
(b) Maturity – fixed income securities classified as available-for-sale and fair value through income
The table below presents the estimated maturity profiles of financial assets, which are expected to generate cash inflows to meet cash outflows on financial liabilities:
| Less than one year |
One to five years |
Five to ten years |
Ten to twenty years |
More than twenty years |
Total | |
|---|---|---|---|---|---|---|
| As at 31 December 2012 | ||||||
| In EUR million | 1,421 | 6,018 | 1,675 | 318 | 275 | 9,707 |
| In percentage | 15% | 62% | 17% | 3% | 3% | 100% |
| As at 31 December 2011 | ||||||
| In EUR million | 941 | 4,989 | 1,313 | 467 | 662 | 8,372 |
| In percentage | 11% | 59% | 16% | 6% | 8% | 100% |
(c) Net unrealized gains (losses) – fixed income securities
The following table summarizes the fixed income securities and unrealized gains / (losses) by class of fixed income security:
| As at 31 December 2012 Net unrealized |
As at 31 December 2011 Net unrealized |
||||
|---|---|---|---|---|---|
| In EUR million | Net book value | gains / (losses) | Net book value | gains / (losses) | |
| Government bonds & assimilated | |||||
| France | 183 | (5) | 219 | (13) | |
| Germany | 617 | 10 | 920 | 11 | |
| Netherlands | 150 | (14) | 165 | (21) | |
| United Kingdom | 340 | 1 | 175 | 3 | |
| Other EU (1) | 159 | (9) | 209 | (10) | |
| United States | 1,115 | 11 | 890 | 7 | |
| Canada | 297 | 26 | 344 | 26 | |
| Other | 740 | 1 | 517 | (10) | |
| Total Government bonds & assimilated | 3,601 | 21 | 3,439 | (7) | |
| Covered bonds & Agency MBS | 1,359 | 49 | 839 | 8 | |
| Corporate bonds | 3,997 | 130 | 3,413 | (22) | |
| Structured & securitized products | 750 | (3) | 681 | (27) | |
| Total fixed income securities (2) | 9,707 | 197 | 8,372 | (48) |
(1) As at 31 December 2012, SCOR has no investment exposure related to sovereign risk of Portugal, Ireland, Italy, Greece, Hungary or Spain (2) The balance includes EUR 56 million fixed income securities which are classified as fair value through income (as at 31 December 2011: EUR 38 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 | 2012 | 2011 | 2010 |
|---|---|---|---|
| Net unrealized gains (losses) net of tax 1 January | (178) | 56 | 37 |
| Transferred to consolidated net income during the period, net of impairment |
47 | (18) | 46 |
| Change in unrealized gains and losses (including investments purchased during the period) (1) |
169 | (215) | (56) |
| Impact of foreign exchange | 28 | 1 | 36 |
| Change in scope and other | - | (2) | (7) |
| Net unrealized gains (losses) net of tax 31 December | 66 | (178) | 56 |
At 31 December 2012 and 2011, the unrealized gains and losses on available-for-sale investments can be analyzed as follows:
| 2012 | 2011 | ||||||
|---|---|---|---|---|---|---|---|
| Net unrealized |
Net unrealized |
||||||
| Unrealized | Unrealized | gains | Unrealized | Unrealized | gains | ||
| In EUR million | gains | losses | (losses) | gains | losses | (losses) | |
| Equities | 34 | (96) | (62) | 38 | (208) | (170) | |
| Bonds | 271 | (74) | 197 | 149 | (197) | (48) | |
| Unrealized gains and losses on available-for-sale |
|||||||
| investments (gross of tax) (1) | 305 | (170) | 135 | 187 | (405) | (218) |
(1) Unrealized gains and losses on available for sale investments analyzed above exclude: Gains and losses relating to foreign exchange of EUR 7 million (2011: EUR (12) million);
Total impairment losses recognised in 2012 amounted to EUR 72 million (2011: EUR 51 million), of which EUR 81 million (2011: EUR 56 million) relate to the equity portfolio and EUR (9) million (2011: EUR (5) million) to fixed-income securities.
(b) Net unrealized gains (losses) – equity securities classified as available for sale
The Group analyses its unrealized gains / (losses) on equity securities as follows (amounts are stated net of impairment):
| In EUR million | As at 31 December 2012 Duration of decline in months |
|||
|---|---|---|---|---|
| Magnitude of decline | <12 | 12-18 | >18 | Total |
| 31-40% | - | - | (8) | (8) |
| 41-50% | - | (1) | (26) | (27) |
| ≥ 50% | - | - | - | - |
| Total unrealized losses on available-for-sale equity securities analyzed on a line-by-line basis |
- | (1) | (34) | (35) |
| Unrealized losses < 30% | (36) | |||
| Unrealized gains and other (1) | 9 | |||
| Net unrealized gains / (losses) | (62) |
| In EUR million | As at 31 December 2011 Duration of decline in months |
||||
|---|---|---|---|---|---|
| Magnitude of decline | <12 | 12-18 | >18 | Total | |
| 31-40% | (21) | - | (7) | (28) | |
| 41-50% | (31) | (4) | (9) | (44) | |
| ≥ 50% | - | - | - | - | |
| Total unrealized losses on available-for-sale equity securities analyzed on a line-by-line basis |
(52) | (4) | (16) | (72) | |
| Unrealized losses < 30% | (136) | ||||
| Unrealized gains and other (1) | 38 | ||||
| Net unrealized gains / (losses) | (170) |
(1) Other also includes one listed investment with an unrealized loss/gain of EUR (11) million (2011: EUR 15 million) deemed not to be impaired given the strategic nature of the investment
| In EUR million | 2012 | 2011 |
|---|---|---|
| Funds held by ceding companies | 8,188 | 8,026 |
| Short term investments | 1,269 | 1,774 |
| Loans secured against collateral | 15 | - |
| Other loans maturing in more than one year | 33 | 43 |
| Deposits | 30 | 29 |
| TOTAL | 9,535 | 9,872 |
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. Short term investments includes government bonds, certificates of deposit (CDs) and treasury bills (T-bills) maturing between 3 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".
In 2012, the decrease of EUR 337 million during the year results from sales of short term investments and increased funds held by ceding companies.
Short term investments are carried at fair value. Other loans and receivables are carried at cost which approximates to the fair value at 31 December 2012 and 2011.
Derivative financial instruments include the following items:
| Derivative assets | Derivative liabilities | Fair value through income |
Gains or losses recognised through other comprehensive income |
|||||
|---|---|---|---|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 |
| Atlas V & VI | 81 | 130 | - | - | (49) | (31) | - | - |
| Mortality swaps | - | - | - | - | - | (6) | - | - |
| Real estate swaps | - | - | - | 1 | - | 2 | - | - |
| Interest rate swaps | - | - | 36 | 24 | (1) | (4) | (12) | (21) |
| Currency swaps | 9 | 15 | - | - | - | - | (13) | - |
| Other | 22 | 13 | 4 | 27 | (3) | - | - | - |
| TOTAL | 112 | 158 | 40 | 52 | (53) | (39) | (25) | (21) |
On 19 February 2009, SCOR reopened the market for catastrophe bonds (an insurance-linked security) with the issue of the three series "Atlas V" catastrophe bonds. The multi-year property catastrophe agreements concluded between SCOR and Atlas V Capital Limited ("Atlas V") provided the Group with additional protection of USD 200 million for exposures to earthquakes and hurricanes in the U.S. and Puerto Rico. Events were covered for the risk period from 20 February 2009 to 19 February 2012.
On 9 December 2009, SCOR completed the EUR 75 million Atlas VI transaction, replacing Atlas Reinsurance III. Atlas VI provides EUR 75 million of protection against European windstorms and Japanese earthquakes risks until 31 March 2013.
On 9 December 2010, SCOR successfully placed a new catastrophe bond ("Cat bond"), Atlas VI Capital Limited Series 2010-1, which provides 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. This transaction succeeds Atlas IV Reinsurance Limited, which matured on 31 December 2010 and provides similar geographical cover of EUR 160 million.
On 12 December 2011 SCOR successfully placed a new catastrophe bond ("Cat bond"), Atlas VI Capital Limited Series 2011-1 and 2011-2, whichprovides 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 will succeeded Atlas V Capital Limited, which matured on 24 February 2012 and provides 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, these instruments have been recognized as derivative instruments, which are fully funded by the proceeds of the vehicles. They are considered as balance sheet protection.
Amounts are recorded in the balance sheet representing the derivative asset recognized at fair value through P&L and other liabilities representing the value interest payments. SCOR values the derivative asset using a model that is based on a combination of market inputs to the extent that trades in these instruments are active and catastrophic modelling tools. These assets are disclosed as level 3 investments 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.
Premiums related to the underlying business are accounted for in accordance with IFRS 4 "Insurance Contracts".
On 1 January 2008, SCOR Global Life SE concluded a four-year mortality swap with an affiliate of J.P. Morgan Chase & Co. On 1 September 2009, the terms of the agreement were amended to add an additional layer of protection.
Under the terms of the original 2008 agreement ("1st tranche") SCOR Global Life SE would have received cash up to a nominal amount of USD 100 million and EUR 36 million in the event of a rise in mortality. Under the terms of the amended agreement in 2009 ("2nd tranche") SCOR Global Life SE would also have received cash up to a nominal amount of USD 75 million in the event of a rise in mortality. The agreement, which ran for a risk period from 1 January 2008 to 31 December 2011 and 1 January 2009 to 31 December 2011 for the 1st and 2nd tranche respectively, terminated on 15 January 2012. The termination had no material P&L impact in 2012.
SCOR has entered into two real estate swap contracts, with ABN AMRO. The contracts were subsequently assigned to RBS. This dual-swap transaction has been concluded for 5 years commencing in 2007 and ended in April 2012. The two separate swaps were calculated and settled annually in April of each year:
The objective of this transaction was to:
The indices used to measure the relevant real estate returns are those issued by an independent third party company (IPD). These indexes are obtained by the analysis of the appraised market values on 31 December of each year and rental incomes of the real estate portfolios of institutional investors using the independent third party provider. The indices are therefore derived from a large and diversified data base. The notional exposure for each of the four components of the transactions was EUR 30 million. The termination had no material P&L impact in 2012.
SCOR valued these swaps using an internal model based on observable banking and real estate inputs.
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 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 notional amount relating to these swaps is EUR 302 million as at 31 December 2012 (2011: EUR 326 million). Net interest paid under these swaps amounted to EUR 17 million in 2012 (2011: EUR 4 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 2012, the fair value of the interest rate swaps was a liability of EUR 36 million (2011: liability of EUR 24 million). The amount recognized in other comprehensive income in 2012 is EUR (12) million (2011: EUR (21) million). The amount recognized in the statement of income in 2012 was EUR (2) million (2011: EUR (2) million).
In order to hedge the FX risk associated with the debts issued in CHF (CHF 650 million issued in 2011, CHF 315 million issued in 2012, see Note 14 – Financial debt), SCOR entered into cross-currency swaps which exchange the principals into EUR and exchange the coupons on the notes into EUR and mature on 2 August 2016 and 8 June 2018.
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 965 million as at 31 December 2012 (2011: CHF 650 million). Fair value of the swaps is EUR 9 million as at 31 December 2012 (EUR 15 million as at 31 December 2011). EUR 7 million of the fair value movement during the year was credited to the statement of income (2011: EUR 15 million) wheras EUR 13 million was debited to other comprehensive income (2011: nil).
SCOR purchases and sales 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 2012 and 2011, 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 2012 | 610 | 6 | 647 | 14 | ||
| 31 December 2011 | 561 | (21) | 1,428 | 5 |
Included in the forward sales contracts at 31 December 2011 was 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 arrangement program.
Amounts are recorded in the balance sheet representing the instrument asset recognized at fair value through P&L and other liabilities representing the value 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 P&L. Following the activation of the contingent capital in July 2011, the derivative instrument fair value and the total fees payable were reduced, for the same amount.
The Group holds investments in associated companies. The following table provides a summary of the financial information for these companies.
| In EUR million | Control % | Country | Total assets |
Total liabilities excluding equity |
Turnover | Net income at 100% |
Net book value (in SCOR) |
|---|---|---|---|---|---|---|---|
| ASEFA | 40% | Spain | 934 | 839 | 97 | 3 | 38 |
| MutRé | 33% | France | 1,124 | 1,008 | 366 | 3 | 40 |
| SCOR CHANNEL | 100% | Guernsey | 11 | 9 | 11 | - | 2 |
| COGEDIM Office Partner (2) |
44% | France | 69 | 69 | 24 | - | - |
| SCOR Gestion financière Total 2012 (1) |
100% | France | 4 | - | - | - | 4 84 |
| ASEFA | 40% | Spain | 1,039 | 950 | 122 | 4 | 38 |
| MutRé | 33% | France | 1,048 | 930 | 305 | - | 39 |
| SCOR CHANNEL | 100% | Guernsey | 13 | 11 | 17 | - | 2 |
| COGEDIM Office Partner (2) |
44% | France | 75 | 75 | - | - | - |
| SCOR Gestion financière |
100% | France | 4 | - | - | - | 4 |
| (1) Total 2011 |
83 | ||||||
| ASEFA | 40% | Spain | 1,056 | 971 | 107 | 5 | 34 |
| MutRé | 33% | France | 1,043 | 927 | 295 | 5 | 38 |
| SCOR CHANNEL | 100% | Guernsey | 14 | 12 | 16 | - | 2 |
| SCOR Gestion | |||||||
| financière | 100% | France | 4 | - | - | - | 4 |
| Total 2010 (1) | 78 |
(1) Based on 2012, 2011 and 2010 provisional financial information, respectively
(2) Investment in COGEDIM Office Partner additionally includes a loan to the entity, presented in loans and receivable for respectively EUR 13 million as at 31 December 2012 and EUR 11 million as at 31 December 2011
| In EUR million | SCOR Global Life |
2012 SCOR Global P&C |
Total | SCOR Global Life |
2011 SCOR Global P&C |
Total |
|---|---|---|---|---|---|---|
| Gross receivables from ceding companies | 245 | 318 | 563 | 225 | 303 | 528 |
| Provision for bad debts | - | - | - | (3) | (10) | (13) |
| Estimated premiums receivable from cedants, net of commission |
1,865 | 1,777 | 3,642 | 1,974 | 1,595 | 3,569 |
| Assumed insurance and reinsurance accounts receivable |
2,110 | 2,095 | 4,205 | 2,196 | 1,888 | 4,084 |
| Amount due from reinsurers | 1 | 77 | 78 | 98 | 79 | 177 |
| Provision for bad debts | - | (2) | (2) | - | (2) | (2) |
| Receivables from ceded reinsurance transactions |
1 | 75 | 76 | 98 | 77 | 175 |
| Assumed insurance and reinsurance accounts payable |
(280) | (78) | (358) | (166) | (71) | (237) |
| Liabilities for cash deposits from retrocessionaires |
(359) | (210) | (569) | (337) | (197) | (534) |
| Amount due to reinsurers | (43) | (29) | (72) | (57) | (39) | (96) |
| Estimated premiums payable to retrocessionaires, net of commission |
(115) | (132) | (247) | (60) | (162) | (222) |
| Accounts payable on ceded reinsurance transactions |
(517) | (371) | (888) | (454) | (398) | (852) |
Accounts receivable from and payable to cedants 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.
| In EUR million | SCOR Global Life |
2012 SCOR Global P&C |
Total | SCOR Global Life |
2011 SCOR Global P&C |
Total | SCOR Global Life |
2010 SCOR Global P&C |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Net value at 1 January | 397 | 325 | 722 | 485 | 278 | 763 | 529 | 238 | 767 |
| Capitalisation of new contracts for the period / Change of the period |
224 | 360 | 584 | 98 | 313 | 411 | 51 | 280 | 331 |
| Change in scope of consolidation and contract portfolio exchanges |
- | - | - | (105) | - | (105) | - | - | - |
| Amortisation for the year | (176) | (329) | (505) | (79) | (268) | (347) | (80) | (255) | (335) |
| Impairment losses during the year | - | - | - | - | - | - | - | - | - |
| Foreign exchange rate movements | 6 | 3 | 9 | (2) | 2 | - | 31 | 15 | 46 |
| Other changes (including change in shadow accounting) |
- | - | - | - | - | - | (46) | - | (46) |
| Net value at 31 December | 451 | 359 | 810 | 397 | 325 | 722 | 485 | 278 | 763 |
| In EUR million | 2012 | 2011 |
|---|---|---|
| Cash on hand and cash equivalent | 806 | 698 |
| Short-term deposits and investments | 660 | 583 |
| Cash and cash equivalents | 1,466 | 1,281 |
Total 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 equivalent.
Liquidity is defined as cash and cash equivalents (as presented above) and short term investments comprised primarily of government bonds maturing between 3 and 12 months from date of purchase (as presented within Note 7 – Loans and receivables). Total liquidity as at 31 December 2012 is EUR 2,735 million (2011: EUR 3,055 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 | 2012 | 2011 | 2010 | |
| Consolidated Group net income | 418 | 330 | 418 | |
| Realized gains and losses on investment disposals | (54) | (168) | (24) | |
| Change in accumulated amortization and other provisions |
55 | 99 | (1) | |
| Changes in deferred acquisition costs | (97) | (37) | 68 | |
| Net increase in contract liabilities | 256 | 845 | 432 | |
| Change in fair value of financial instruments recognized at fair value through income |
57 | 43 | 28 | |
| Other non-cash items included in operating results | 34 | (601) | (325) | |
| Net cash flow provided by operations, excluding changes in working capital |
669 | 511 | 596 | |
| Change in loans and accounts receivable | 181 | 4 | 73 | |
| Cash flows from other assets and liabilities | - | - | - | |
| Net tax (paid)/received | (89) | 15 | (13) | |
| Net cash flow provided by operations | 761 | 530 | 656 |
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 34 million (2011: EUR 50 million and 2010: EUR 40 million) and EUR 354 million (2011: EUR 360 million and 2010: EUR 399 million). Tax cash outflows/inflows during the year were EUR (89) million (2011: outflow of EUR 15 million and 2010: inflow of EUR 13 million).
In 2011, Life cash flow did not include AEGON operating settlements of EUR 108 million which were not received until January 2012.
The authorized share capital of the Company at 31 December 2012 was 192,384,219 shares with a nominal value of EUR 7.8769723 each compared with authorized share capital of 192,021,303 shares with a nominal value of EUR 7.8769723 at the end of 2011 and with authorized share capital of 187,795,401 shares with a nominal value of EUR 7.8769723 at the end of 2010.
The number of ordinary shares which were issued and fully paid in circulation as at 31 December 2012, 2011 and 2010 were as follows:
| 2012 | 2011 | 2010 | |
|---|---|---|---|
| As at 1 January | 192,021,303 | 187,795,401 | 185,213,031 |
| Share capital increase – acknowledgement by the Board of Directors – 2 March 2010 |
- | - | 10,705 |
| Share capital decrease – decision of the Board of Directors - 2 March 2010 |
- | - | (141,758) |
| Share capital increase – exercise of stock options – 11 March 2010 | - | - | 37,428 |
| Share capital increase – exercise of stock options – 23 March 2010 | - | - | 24,552 |
| Share capital increase – exercise of stock options – 31 March 2010 | - | - | 1,137 |
| Share capital increase – exercise of stock options – 27 April 2010 | - | - | 5,526 |
| Share capital decrease – decision of the Board of Directors – 28 July 2010 |
- | - | (68,643) |
| Share capital increase – exercise of stock options – 31 August 2010 | - | - | 1,568 |
| Share capital increase – exercise of stock options – 30 September 2010 |
- | - | 2,612 |
| Share capital increase – exercise of stock options - 30 October 2010 | - | - | 6,647 |
| Share capital increase – exercise of stock options – 30 November 2010 | - | - | 20,077 |
| Share capital increase – exercise of stock options – 31 December 2010 | - | - | 35,002 |
| Share capital increase – exercise of stock options - Scrip dividends – 15 June 2010 |
- | - | 2,647,517 |
| Share capital increase – exercise of stock options – 31 January 2011 | - | 38,617 | - |
| Share capital increase – exercise of stock options – 28 February 2011 | - | 42,140 | - |
| Share capital decrease – decision of the Board of Directors – 7 March 2011 |
- | (146,663) | - |
| Share capital increase – exercise of stock options – 31 March 2011 | - | 5,117 | - |
| Share capital increase – exercise of stock options – 30 April 2011 | - | 1,000 | - |
| Share capital increase – exercise of stock options – 31 May 2011 | - | 24,595 | - |
| Share capital increase – exercise of stock options – 30 June 2011 | - | 2,134 | - |
| Share capital increase – exercise of warrants – 5 July 2011 | - | 4,250,962 | - |
| Share capital increase – exercise of stock options – 31 December 2011 | - | 8,000 | - |
| 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 | - | - |
| As at 31 December | 192,384,219 | 192,021,303 | 187,795,401 |
| Average nominal price per share in EUR | 7.8769723 | 7.8769723 | 7.8769723 |
| Share capital in EUR | 1,515,405,164 | 1,512,546,485 | 1,479,259,172 |
In 2010 the movements were due to the following operations:
In 2011, the movements were due to the following operations:
In 2012, the movements were due to the following operations:
The shares issued in 2012, 2011 and 2010 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 2012 amounted to 8,930,686 shares compared to 7,262,600 shares at the end of 2011. These treasury shares are not entitled to dividends.
In the context of a contingent capital arrangement 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.
On 5 July 2011, SCOR drew EUR 75 million under the contingent capital facility due to the exceptional first quarter natural catastrophe events. UBS exercised the number of warrants required for the issuance and subscription by it of new SCOR shares in an aggregate amount of EUR 75 million and informed SCOR that it had placed the corresponding shares with investors in a private placement.
SCOR issued 4,250,962 new ordinary shares on 11 July 2011 at an issuance price of EUR 17.643 per share (the exercise price of the warrants). These shares have been subscribed in full by UBS.
The tranche not triggered had no impact on the dilutive earning per share, as the related increase in capital may never take place.
On 16 May 2012, SCOR signed a new natural catastrophe financial coverage facility in the form of a contingent capital equity line with UBS. This new facility is an extension of its existing 2010 contingent capital equity line. Under this new equity line, SCOR benefits from an additional EUR 75 million financial coverage from 1 January 2012 to 31 December 2013, thereby increasing its existing contingent capital equity line from EUR 75 million to EUR 150 million.
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 maximises 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 "Strong Momentum" which runs from 2010 to 2013, the Group aims to achieve the following objectives:
SCOR believes that its working capital is sufficient for the present requirements of its consolidated companies. The Group reconciles its strategic objectives with the protection of its capital via the Group's "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:
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 Group's 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:
| At 31 December 2012 | At 31 December 2011 | |
|---|---|---|
| In EUR million | Book value | Book value |
| Subordinated debts | 1,212 | 992 |
| Shareholders' equity at book value | 4,810 | 4,410 |
| Capitalisation and indebtedness | 6,022 | 5,402 |
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.
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 where 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 U.S., the U.K., Singapore, Hong Kong, Ireland, Germany and Sweden. 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 European Directive relating to reinsurance, as adopted in France in late 2008, the Group is subject to the control of insurance regulators in the various European countries in which it operates. 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 at the end of 2009, 2010 and 2011 . The results of these assessments confirm that the Group meets the requirements of the "Solvency I" directive. The results for the 2012 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 STATEMENT 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 caption 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 2012, the Group hedged itself against certain movements in the net asset value of its U.S. dollar denominated subsidiaries. These hedges were effective and resulted in a total negative foreign exchange impact of EUR 13 million within equity in 2012 (2011: EUR 13 million, 2010: EUR 22 million). As at 31 December 2012, the Group does have one hedge of net investment remaining in place. See Note 8 – Derivative instruments.
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 2010, the functional currencies of two of the Group's subsidiaries; SCOR Switzerland AG, and SCOR Holding Switzerland, were changed with prospective application from USD to EUR. As at 1 January 2011, the functional currencies of the UK branches of SCOR Global P&C SE, SCOR Global Life SE and SCOR SE were changed with prospective application from GBP to EUR. 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.
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 - Statement of changes in shareholders' equity.
SCOR's Combined General Meeting of 3 May 2012 resolved to distribute, for the 2011 fiscal year, a dividend of one Euro and ten cents (EUR 1.10) per share, being an aggregate amount of dividend paid of EUR 203 million, calculated on the basis of the number of shares eligible for dividend as at the payment date. The ex-dividend date was 9 May 2012 and the dividend was paid on 14 May 2012.
SCOR's Combined General Meeting of 4 May 2011 resolved to distribute, for the 2010 fiscal year, a dividend of one Euro and ten cents (EUR 1.10) per share, being an aggregate amount of dividend paid of EUR 201 million, calculated on the basis of the number of shares eligible for dividend as at the payment date. The ex-dividend date was 25 May 2011 and the dividend was paid on 30 May 2011.
The resolution to be presented to the Annual General Meeting to approve, during the first half of 2013, the accounts for the financial year 2012, sets out the distribution of a dividend of EUR 1.20 per share for the financial year 2012.
Certain group entities are subject to local regulatory requirements in the jurisdiction in which they operate which could limit their ability to pay dividends in the future
The Group's Swiss subsidiary SCOR Switzerland AG is submitted to dividend distribution restrictions. On 26 June 2007, in relation with the take-over of Converium by the company, the Swiss Financial Market Supervisory Authority (FINMA) issued an ordinance which requires its approval for e.g. dividend payments, for transactions above USD 100 million per transaction or aggregated over a calendar year USD 200 million. On 1 April 2010, FINMA revoked this ordinance, however subject to SCOR Switzerland AG's written confirmation that the company submit all transactions over USD 100 million per transaction or USD 200 million on an aggregated basis during the calendar year to FINMA for prior approval. 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.
The following table sets out an overview of the debt issued by the Group:
| 2012 | 2011 | |||||
|---|---|---|---|---|---|---|
| Net book | Net book | |||||
| In EUR million | Maturity | value | Fair value | value | Fair value | |
| Subordinated debt | ||||||
| USD 100 million (1) | 06/06/2029 | 52 | 52 | 52 | 52 | |
| EUR 100 million (1) | 05/07/2020 | 94 | 94 | 94 | 94 | |
| EUR 50 million (1) | Perpetual | - | - | 50 | 50 | |
| EUR 350 million | Perpetual | 262 | 265 | 261 | 199 | |
| CHF 650 million | Perpetual | 544 | 559 | 535 | 477 | |
| CHF 315 million | Perpetual | 260 | 266 | - | - | |
| Total subordinated debt (2) | 1,212 | 1,236 | 992 | 872 | ||
| Other financial debt | ||||||
| Real estate financing (1) | 409 | 409 | (3) 419 |
(3) 419 |
||
| Other (1) | 26 | 26 | 14 | 14 | ||
| Total other financial debt | 435 | 435 | 433 | 433 | ||
| TOTAL FINANCIAL DEBT | 1,647 | 1,671 | 1,425 | 1,305 |
(1) Amounts are not publicly traded. Therefore the Net book value are reflective of the Fair value
(2) The balance includes EUR 22 million accrued interests (as at 31 December 2011: EUR 20 million)
(3) The 2011 presentation has been aligned to the 2012 group presentation, whereas the financial lease to acquire an investment property of EUR 3 million as of 31 December 2012 (2011: EUR 10 million) is presented as part of Real estate financing.
(a) USD 100 million
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 its own USD 100 million 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.
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 EUR 53.4 million which is included in other operating income during 2009.
EUR 50 million Perpetual Step-Up subordinated notes were issued on 23 March 1999. These notes were redeemable at the issuer's option after 15 years following their issue date, and at a 5-year interval, beyond the 15 years. The floating-rate notes bore interest indexed on the 6-month Euribor plus (i) 0.75% for the first fifteen years of the issue, and (ii) 1.75% beyond the 15 years.
During 2012, the Group re-purchased the entire tranche of its EUR 50 million perpetual subordinated Notes, at a price of 80%. The purchase price of this debt at a discount rate gave rise to a consolidated pre-tax profit of EUR 10 million.
Covenants applicable to the aforementioned notes:
These clauses, which are binding on the issuer, allow for anticipated reimbursement in the following circumstances:
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 EUR 53.4 million which is included in other operating income during 2009.
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 for Currency Swap fair values. 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 for Currency Swap fair values.
This instrument is recognized as debt because under the terms and conditions of the issuance contract, SCOR does not have an unconditional right to avoid delivering cash to settle the contractual obligation and based on projected cash flow there is no equity component of the instrument.
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 on 24 September 2012. The settlement of the notes took place on 8 October 2012. The coupon has been set to 5.25% (until 2 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 crosscurrency 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 for Currency Swap fair values.
This instrument is recognized as debt because under the terms and conditions of the issuance contract, SCOR does not have an unconditional right to avoid delivering cash to settle the contractual obligation and based on projected cash flow there is no equity component of the instrument.
Real estate financing relates to the acquisition of investment properties through property-related bank loans of EUR 409 million (EUR 419 million as at 31 December 2011) including EUR 3 million of financial lease contract (2011: EUR 10 million). The main property related bank loan amounts to EUR 170 million and is used to finance the Group's headoffice 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.
Other financial debt relates to deposit and guarantees of EUR 26 million (EUR 14 million as at 31 December 2011).
| In EUR million | 2012 | 2011 | 2010 |
|---|---|---|---|
| Interest on subordinated debt | (4) | (4) | (4) |
| Interest on perpetual subordinated debt | (56) | (47) | (17) |
| Atlas V and VI (set up costs) | (2) | (3) | (2) |
| Finance lease | (2) | (2) | (3) |
| Real estate Financing | (18) | (8) | (5) |
| Other financial costs (1) | (24) | (30) | (15) |
| TOTAL | (106) | (94) | (46) |
(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 in 2012 for EUR 10 million
The maturity profiles 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 2011 | 79 | 9 | 88 |
| Acquisition of a subsidiary | - | 16 | 16 |
| Current year provision | 10 | 9 | 19 |
| Used reserves | (8) | (3) | (11) |
| Reversal of unused reserves | - | - | - |
| Foreign exchange rate movements | 1 | 1 | 2 |
| Adjusted discount rate | 5 | - | 5 |
| Others | - | - | - |
| At 31 December 2011 | 87 | 32 | 119 |
| Acquisition of a subsidiary | - | - | - |
| Current year provision | 15 | 1 | 16 |
| Used reserves | (11) | (25) | (36) |
| Reversal of unused reserves | - | - | - |
| Foreign exchange rate movements | - | 1 | 1 |
| Adjusted discount rate | 17 | - | 17 |
| Others | - | - | - |
| At 31 December 2012 | 108 | 9 | 117 |
These benefits amount to EUR 108 million and EUR 87 million at 31 December 2012 and 2011, respectively and include post-employment benefits such as pension plans of EUR 102 million (2011: EUR 82 million) and Long service awards provisions EUR 6 million (2011: EUR 5 million).
At 31 December 2012, the other reserves include provisions related to employee and litigation of EUR 9 million (2011: EUR 6 million). At 31 December 2011, the other reserves were also comprised of provisions related to the Transamerica Re acquisition of EUR 17 million, provisions for loss making contract of EUR 8 million and provisions for restructuring cost of EUR 1 million.
| SCOR Global Life | SCOR Global P&C | Total | ||||
|---|---|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 |
| Gross contract liabilities | ||||||
| Gross claim reserves | 3,838 | 3,666 | 10,857 | 10,602 | 14,695 | 14,268 |
| Mathematical reserves | 7,238 | 7,293 | - | - | 7,238 | 7,293 |
| Unearned premium reserves | 77 | 85 | 1,682 | 1,516 | 1,759 | 1,601 |
| Total gross insurance contract liabilities | 11,153 | 11,044 | 12,539 | 12,118 | 23,692 | 23,162 |
| Reserves for financial contracts | - | - | 142 | 145 | 142 | 145 |
| Total gross contract liabilities | 11,153 | 11,044 | 12,681 | 12,263 | 23,834 | 23,307 |
| Reinsurance recoverable | ||||||
| Ceded claims reserves & claims expense | ||||||
| reserves | (282) | (149) | (690) | (765) | (972) | (914) |
| Ceded mathematical reserves | (257) | (252) | - | - | (257) | (252) |
| Ceded unearned premium reserves | - | (1) | (93) | (84) | (93) | (85) |
| Ceded contract liabilities | (540) | (402) | (783) | (849) | (1,322) | (1,251) |
| Net contract liabilities | 10,613 | 10,642 | 11,898 | 11,414 | 22,512 | 22,056 |
Underwriting reserves, or 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 the reinsurance asset 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 initial 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 during the year of payment and are not revalued to the initial exchange rates at which the reserves were established. Additionally, payments include losses covered by unearned premium reserves, less DAC, in addition to those covered by the initial claims reserves.
The net incurred losses section is the sum of the paid claims and the change in claims reserves and IBNR at the average exchange rate of the period.
A significant portion of SCOR Global P&C reserves relates to liabilities payable in currencies other than the EUR. The fluctuations of the EUR 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 | 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | 2008(1) | 2009(1) | 2010(1) | 2011(1) | 2012(1) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross claims reserves & | |||||||||||
| estimates – end of year (2) | 8,244 | 7,045 | 6,135 | 6,310 | 5,791 | 9,325 | 9,127 | 9,156 | 9,696 | 10,602 | 10,857 |
| Ceded claims reserves & | |||||||||||
| estimates – end of year (2) | 1,313 | 691 | 533 | 554 | 490 | 598 | 467 | 473 | 412 | 765 | (690) |
| Net claims reserves & estimates – end of year (2) |
6,931 | 6,354 | 5,602 | 5,756 | 5,301 | 8,727 | 8,660 | 8,683 | 9,284 | 9,837 | 10,167 |
| Net paid losses (3) (4) | |||||||||||
| 1 year later | 2,627 | 1,425 | 896 | 1,000 | 1,026 | 1,766 | 1,992 | 2,069 | 2,080 | 2,407 | - |
| 2 years later | 3,735 | 2,119 | 1,569 | 1,657 | 1,626 | 2,931 | 3,263 | 3,239 | 3,576 | - | - |
| 3 years later | 4,557 | 2,666 | 2,075 | 2,092 | 2,155 | 3,870 | 4,107 | 4,107 | - | - | - |
| 4 years later | 5,029 | 3,119 | 2,455 | 2,351 | 2,805 | 4,414 | 4,649 | - | - | - | - |
| 5 years later | 5,436 | 3,456 | 2,640 | 2,917 | 3,205 | 4,841 | - | - | - | - | - |
| 6 years later | 5,740 | 3,704 | 3,151 | 3,265 | 3,501 | - | - | - | - | - | - |
| 7 years later | 6,051 | 4,169 | 3,467 | 3,520 | - | - | - | - | - | - | - |
| 8 years later | 6,443 | 4,407 | 3,687 | - | - | - | - | - | - | - | - |
| 9 years later | 6,647 | 4,606 | - | - | - | - | - | - | - | - | - |
| 10 years later | 6,815 | - | - | - | - | - | - | - | - | - | - |
| 11 years later | - | - | - | - | - | - | - | - | - | - | - |
| Net incurred losses (3) | |||||||||||
| 1 year later | 8,191 | 6,776 | 5,917 | 5,987 | 5,701 | 9,480 | 9,491 | 9,622 | 10,584 | 10,809 | - |
| 2 years later | 8,133 | 6,762 | 5,989 | 6,262 | 5,765 | 9,482 | 9,490 | 9,385 | 10,412 | - | - |
| 3 years later | 8,418 | 6,866 | 6,243 | 6,312 | 5,784 | 9,381 | 9,248 | 9,098 | - | - | - |
| 4 years later | 8,543 | 7,145 | 6,306 | 6,305 | 5,630 | 9,172 | 9,028 | - | - | - | - |
| 5 years later | 8,853 | 7,205 | 6,302 | 6,184 | 5,427 | 8,980 | - | - | - | - | - |
| 6 years later | 8,901 | 7,265 | 6,200 | 6,022 | 5,229 | - | - | - | - | - | - |
| 7 years later | 8,993 | 7,209 | 6,062 | 5,875 | - | - | - | - | - | - | - |
| 8 years later | 8,999 | 7,124 | 5,949 | - | - | - | - | - | - | - | - |
| 9 years later | 8,948 | 7,049 | - | - | - | - | - | - | - | - | - |
| 10 years later | 8,915 | - | - | - | - | - | - | - | - | - | - |
| Cumulative | |||||||||||
| redundancy/(deficiency) | (2,017) | (770) | (460) | (266) | (126) | (445) | (588) | (702) | (1,300) | (972) | - |
| Gross cumulative inception | |||||||||||
| to date incurred losses as at | |||||||||||
| 31 December 2012 (2) | 10,737 | 7,927 | 6,731 | 6,576 | 5,660 | 9,673 | 9,602 | 9,554 | 10,838 | 11,657 | - |
| Ceded cumulative inception to date incurred losses as at |
|||||||||||
| 31 December 2012 (2) | 1,821 | 878 | 782 | 700 | 431 | 693 | 574 | 456 | 426 | 848 | - |
| Net cumulative inception to | |||||||||||
| date incurred losses as at | |||||||||||
| 31 December 2012 (2) | 8,915 | 7,049 | 5,949 | 5,875 | 5,229 | 8,980 | 9,028 | 9,098 | 10,412 | 10,809 | - |
| Unearned premium reserve (UPR) |
|||||||||||
| Gross UPR – end of year Ceded UPR – end of year |
1,617 130 |
1,124 76 |
978 40 |
637 24 |
575 18 |
1,108 39 |
1,099 40 |
1,135 40 |
1,384 51 |
1,516 84 |
1,682 93 |
| Net UPR – end of year | 1,487 | 1,048 | 938 | 613 | 557 | 1,069 | 1,060 | 1,095 | 1,333 | 1,432 | 1,589 |
| Deferred acquisition costs (DAC) |
|||||||||||
| Gross DAC – end of year | 204 | 129 | 132 | 137 | 108 | 230 | 227 | 238 | 278 | 325 | 359 |
| Ceded DAC – end of year | 25 | 5 | 3 | 2 | - | 2 | 1 | - | 1 | 5 | 7 |
| Net DAC – end of year | 179 | 124 | 129 | 135 | 108 | 228 | 226 | 238 | 277 | 320 | 352 |
(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 2012 and 2011.
| In EUR million | 2012 | 2011 |
|---|---|---|
| Gross claims reserves and claims estimates as at 1 January | 10,602 | 9,696 |
| Ceded claims reserves and claims estimates as at 1 January | (765) | (412) |
| Net claim reserves and claims estimates as at 1 January | 9,837 | 9,284 |
| Revaluation of opening balance at current year end exchange rates | 192 | 94 |
| Net claims reserves and claims estimates as at 1 January – revalued | 10,029 | 9,378 |
| Net claims incurred relating to the current calendar year | 1,684 | 1,336 |
| Net claims incurred for prior calendar years | 972 | 1,300 |
| Total net claims incurred | 2,656 | 2,636 |
| Net claims payments for the current calendar year | (50) | (92) |
| Net claims payments for prior calendar years | (2,407) | (2,080) |
| Total net claims payments | (2,457) | (2,172) |
| Reclassifications | (4) | (8) |
| Effect of other foreign exchange rate movements | (57) | 3 |
| Net claim reserves and claims estimates as at 31 December | 10,167 | 9,837 |
| Ceded claims reserves and claims estimates as at 31 December | (690) | (765) |
| Gross claims reserves and claims estimates as at 31 December | 10,857 | 10,602 |
| For the year ended 31 December | |||||
|---|---|---|---|---|---|
| Asbestos (1) | Environment (1) | ||||
| 2012 | 2011 | 2012 | 2011 | ||
| Gross reserves, including IBNR reserves (in EUR million) | 109 | 117 | 15 | 16 | |
| % of Non-Life gross reserves | 0.9% | 1.0% | 0.1% | 0.1% | |
| Claims paid (in EUR million) | 9 | 6 | 1 | 1 | |
| Net % of Group Non-Life claims paid | 0.1% | 0.3% | 0.0% | 0.0% | |
| Actual Number of claims notified under non-proportional | |||||
| and facultative treaties (in EUR million) | 10,165 | 9,967 | 8,355 | 8,350 | |
| Average cost per claim(1) (in EUR) | 15,940 | 15,513 | 3,734 | 3,739 |
(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 2012 and 2011 was as follows:
| In EUR million | 2012 | 2011 |
|---|---|---|
| Gross mathematical reserves as at 1 January | 7,293 | 7,420 |
| Change in scope of consolidation | - | (274) |
| Changes | (72) | 81 |
| Impact of foreign exchange movements | 17 | 66 |
| Gross mathematical reserves as at 31 December | 7,238 | 7,293 |
| Reinsurance Recoverable | ||
| Ceded mathematical reserves as at 1 January | (252) | (454) |
| Change in scope of consolidation | - | 121 |
| Changes | (4) | 71 |
| Impact of foreign exchange movements | (1) | 10 |
| Ceded mathematical reserves as at 31 December | (257) | (252) |
| Net mathematical reserves as at 1 January | 7,041 | 6,966 |
| Net mathematical reserves as at 31 December | 6,981 | 7,041 |
In connection with its October 2007 acquisition of Converium Holdings AG ("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 U.S.
Its GMDB business indirectly exposes SCOR Global Life to asset risk on the variable annuity policyholders' funds. SCOR Global Life must pay, in the event of death, the excess of the GMDB over the account balance or the excess of the GMDB over the cash surrender value, depending on the definition of the underlying reinsurance agreements. A fall in the value of the variable annuity policies' funds therefore leads to higher expected claims amounts. The variable annuity policyholders invest their funds in a wide variety of U.S. equity, other equity, fixed interest, money market, balanced and other funds. Hence SCOR Global Life is exposed to losses, through higher death claims, if these funds fall in value. Note that 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. These treaties are all in runoff and, as at 31 December 2012, cover in total approximately 0.6 million policies written by two cedants. These treaties were issued mainly in the late 1990's and incorporate various benefit types.
Different types of Guaranteed Minimum Death Benefits are covered, including:
Guarantees that increase over time are, for a majority of the assumed business, only applied up to a certain age. This implies that SCOR Global Life will be released from the risk when the beneficiary reaches this age limit.
There are some risks which are specific to the GMDB portfolio. Due to the nature of the product, the remaining liability is influenced by developments on the financial markets, particularly changes in the price of equities and fixed income securities, fluctuations in interest rates, and the implied volatility on equity options. The liability is also dependent on policyholder behavior, particularly on the exercise of partial withdrawal options, but also on other aspects, such as lapse behavior and the use of options to choose the underlying funds.
As a retrocessionaire, SCOR Global Life is exposed to uncertainties concerning data received from its retrocedants 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 a material adverse effect on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
The liability adequacy test conducted at year end 2012 did not detect any deficiencies for either the Non-Life or Life segment for the year ended 31 December 2012.
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 2012 and 2011 is as follows:
| In EUR million | AAA | AA | A | BBB | < BBB | Not rated |
Total as at 31 December 2012 |
|---|---|---|---|---|---|---|---|
| Share of retrocessionaires contract | |||||||
| liabilities | - | 410 | 628 | 150 | 1 | 133 | 1,322 |
| Securities pledged | - | 86 | 90 | 53 | - | 315 | 544 |
| Deposits received | - | 95 | 307 | 134 | - | 29 | 565 |
| Letters of credit | - | 128 | 27 | - | - | 5 | 160 |
| Total collateral from retrocessionaires in favor of SCOR |
- | 309 | 424 | 187 | - | 349 | 1,269 |
| Share of retrocessionaires contract liabilities net of collateral (2) |
- | 101 | 204 | (37) | 1 | (216) | 53 |
| In EUR million | AAA | AA | A | BBB | < BBB | Not rated |
Total as at 31 December 2011 |
|---|---|---|---|---|---|---|---|
| Share of retrocessionaires contract liabilities |
- | 357 | 696 | 85 | 2 | 111 | 1,251 |
| Securities pledged | - | 5 | 192 | 12 | - | 95 | 304 |
| Deposits received | - | 87 | 354 | 55 | 1 | 28 | 525 |
| Letters of credit | - | 64 | 77 | 15 | - | 22 | 178 |
| Total collateral from retrocessionaires in favor of SCOR |
- | 156 | 623 | 82 | 1 | 145 | 1,007 |
| Share of retrocessionaires contract liabilities net of collateral (2) |
- | 201 | 73 | 3 | 1 | (1) (34) |
244 |
(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 (holiday pay, sick leave and profit sharing) and long-term benefits (service awards, loyalty bonus and seniority bonus) and post-employment benefits classified as defined benefit or defined contribution plans (termination benefit, pension).
The short-term benefits granted are recognized as an expense for the period by the different entities of the Group.
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 16.6 million, EUR 12.9 million, and EUR 11.3 million for the years ended 31 December 2012, 2011, and 2010 respectively.
These plans call for the payment of a lump sum, calculated by reference to the employee's length of service within the Group and the salary level at the time of departure. These plans relate primarily to employees of the French and Italian entities.
The employees of SCOR in Paris take benefit of an agreement "Indemnité de Fin de Carrière" signed during 2001. This agreement has been cancelled as at 28 September 2009 with coverage valid until 31 December 2010.
The lump sum defined benefit is granted to SCOR employees only if they are employed by SCOR at the date of their retirement and if they are eligible under the conditions stated in this agreement.
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 plans 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.
The main defined benefit pension plans relate mainly to Switzerland, North America and France. These locations represent 44%, 20% and 17%, respectively, as at 31 December 2012, (47%, 19% and 16%, respectively, at 31 December 2011), 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
Actuarial assumptions used for the year end evaluations are as follows:
| US | Canada | Switzerland | UK | Euro zone | |
|---|---|---|---|---|---|
| Assumptions as at 31 December 2012 | |||||
| Expected return on assets as at 1 January 2012 | 7.50% | 3.00% | 2.90% | 5.60% | 3.40% |
| Discount rate | 4.14% | 4.30% | 2.10% | 5.30% | 3.24% |
| Salary increase | - | - | 2.00% | 3.50% | 2.50% |
| Assumptions as at 31 December 2011 | |||||
| Expected return on assets at 1 January 2011 | 7.50% | 3.00% | 4.00% | 7.00% | 5.00% |
| Expected return on assets at 31 December 2011 | 7.50% | 3.00% | 2.90% | 5.60% | 3.40% |
| Discount rate | 4.87% | 5.11% | 2.50% | 5.50% | 4.25% |
| Salary increase | - | - | 2.00% | 3.80% | 2.50% |
| Assumptions as at 31 December 2010 | |||||
| Expected return on assets at 1 January 2010 | 7.50% | 3.00% | 4.00% | 7.00% | 4.50% |
| Expected return on assets at 31 December 2010 | 7.50% | 3.00% | 4.00% | 7.00% | 5.00% |
| Discount rate | 5.35% | 5.38% | 2.75% | 5.20% | 4.00% |
| Salary increase | - | - | 2.00% | 4.00% | 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 consider 'AAA', "AA" and "A" rated bonds to be high quality.
In Switzerland the discount rates are determined by reference to high quality government bonds due to the absence of a deep market in high quality corporate bonds.
Expected returns on assets are determined plan by plan. They depend on the asset allocation and expected performance prevailing on that date applicable to the period over which the obligation is to be settled. These are reflected in the assumptions above.
An increase in the discount rate of 0.25% would result in a decrease in the estimated pension liability of EUR 9 million (2011: EUR 8 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 pension liability of EUR 10 million (2011: 6 million) with the offsetting impact recorded in other comprehensive income.
| 2012 | 2011 | 2010 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In EUR million |
Total | Europe | Switzer land |
North America |
Total | Europe | Switzer -land |
North America |
Total | Europe | Switzer land |
North America |
| Service cost | 9 | 4 | 5 | - | 8 | 4 | 4 | - | 8 | 4 | 4 | - |
| Interest cost | 7 | 3 | 2 | 2 | 7 | 3 | 2 | 2 | 8 | 4 | 2 | 2 |
| Expected return on assets |
(5) | (1) | (2) | (2) | (5) | (1) | (2) | (2) | (5) | (1) | (2) | (2) |
| Amortization of actuarial gains and losses |
2 | 2 | - | - | ||||||||
| Amortization of past service cost |
2 | 1 | - | 1 | - | - | - | - | 1 | 1 | - | - |
| Settlement / curtailment (1) |
- | - | - | - | - | - | - | - | (14) | (13) | - | (1) |
| Total pension cost |
15 | 9 | 5 | 1 | 10 | 6 | 4 | - | (2) | (5) | 4 | (1) |
(1) 2010: includes EUR 12.5 million profit relating to a French agreement « indemnité de Fin de Carrière », which had been cancelled in 2009
The actual returns on plan assets were EUR 11.5 million for the year ended 31 December 2012 (2011: EUR 3.1 million and 2010: EUR 4.9 million).
| In EUR million | 2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|
| Defined benefit obligation | 254 | 216 | 199 | 178 | 166 |
| Plan assets | 145 | 125 | 114 | 95 | 88 |
| Deficit | 109 | 91 | 85 | 83 | 78 |
| Experience adjustments on plan liabilities | 4 | 2 | - | (1) | (2) |
| Experience adjustments on plan assets | 5 | (3) | - | 2 | (16) |
The following schedule reconciles the movements in the balance sheet amounts for the year ended 31 December 2012 and 2011:
| Total | Switzer | North | Total | Switzer | North | |||
|---|---|---|---|---|---|---|---|---|
| In EUR million Reconciliation of defined |
2012 | Europe | land | America | 2011 | Europe | land | America |
| benefit obligation | ||||||||
| Obligation as at 1 January | 216 | 73 | 101 | 42 | 199 | 72 | 85 | 42 |
| Service cost | 9 | 4 | 5 | - | 8 | 4 | 4 | - |
| Interest cost | 7 | 3 | 2 | 2 | 7 | 3 | 2 | 2 |
| Employee contributions | 3 | - | 3 | - | 3 | - | 3 | - |
| Plan amendment | 1 | - | - | 1 | (1) | (1) | - | - |
| Curtailments | - | - | - | - | - | - | - | - |
| Settlements | - | - | - | - | - | - | - | - |
| Acquisition / Divestiture | - | - | - | - | - | (1) | 1 | - |
| Benefit payments | (7) | - | (5) | (2) | (6) | (1) | (3) | (2) |
| Liability (gains)/losses due to | ||||||||
| change in assumptions | 19 | 8 | 3 | 8 | (1) | (5) | 2 | 2 |
| Liability (gains)/losses due to | ||||||||
| experience | 4 | 4 | - | - | 2 | 2 | 3 | (3) |
| Effect of foreign exchange | 2 | - | 2 | - | 5 | - | 4 | 1 |
| Obligation as at 31 | ||||||||
| December | 254 | 92 | 111 | 51 | 216 | 73 | 101 | 42 |
| Reconciliation of fair value | ||||||||
| of plan assets | ||||||||
| Fair value of assets as at 1 | ||||||||
| January | 125 | 16 | 77 | 32 | 114 | 14 | 68 | 32 |
| Expected return on plan assets | 5 | 1 | 2 | 2 | 5 | 1 | 2 | 2 |
| Employer contributions | 11 | 5 | 5 | 1 | 8 | 4 | 4 | - |
| Employee contributions | 3 | - | 3 | - | 3 | - | 3 | - |
| Settlements | - | - | - | - | - | - | - | - |
| Acquisition / Divestiture | - | - | - | - | - | - | - | - |
| Benefit payments | (7) | - | (5) | (2) | (6) | (1) | (3) | (2) |
| Asset gains / (losses) due to | ||||||||
| experience | 6 | 1 | 5 | - | (3) | (2) | - | (1) |
| Effect of foreign exchange | 2 | - | 2 | - | 4 | - | 3 | 1 |
| Fair value of assets as at 31 December |
145 | 23 | 89 | 33 | 125 | 16 | 77 | 32 |
| Net defined benefit | ||||||||
| obligation as at 31 December | ||||||||
| - Deficit | 109 | 69 | 22 | 18 | 91 | 57 | 24 | 10 |
| Unrecognized past service | ||||||||
| costs | (5) | (4) | (1) | - | (6) | (5) | (1) | - |
| Asset ceiling limitation | 4 | 4 | - | - | 2 | 2 | - | - |
| Accrued / (Prepaid) | 108 | 69 | 21 | 18 | 87 | 54 | 23 | 10 |
| Analysis of funded status | ||||||||
| Funded or partially funded | ||||||||
| obligation as at 31 December | 209 | 53 | 108 | 48 | 169 | 31 | 98 | 40 |
| Fair value of plan assets as at | ||||||||
| 31 December | 145 | 23 | 89 | 33 | 125 | 16 | 77 | 32 |
| Funded status as at 31 | ||||||||
| December - deficit | 64 | 30 | 19 | 15 | 44 | 15 | 21 | 8 |
| Unfunded obligation as at 31 December |
45 | 39 | 3 | 3 | 47 | 42 | 3 | 2 |
| Total funded status as at 31 | ||||||||
| December – deficit | 109 | 69 | 22 | 18 | 91 | 57 | 24 | 10 |
The following table summarizes the movements in accrued (prepaid) balances recorded in the consolidated balance sheets as at 31 December 2012, 2011 and 2010:
| In EUR million | Total 2012 |
Europe | Switzer land |
North America |
Total 2011 |
Europe | Switzer land |
North America |
Total 2010 |
Europe | Switzer land |
North America |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accrued / (Prepaid) as at |
||||||||||||
| 1 January | 87 | 54 | 23 | 10 | 79 | 53 | 16 | 10 | 77 | 50 | 17 | 10 |
| Total pension cost | 15 | 9 | 5 | 1 | 10 | 6 | 4 | - | (2) | (5) | 4 | (1) |
| Benefits paid by employer |
- | - | - | - | - | - | - | - | - | - | - | - |
| Employer contribution |
(11) | (5) | (5) | (1) | (8) | (4) | (4) | - | (14) | (7) | (4) | (3) |
| Acquisitions/divesti tures |
- | - | - | - | - | (1) | 1 | - | - | - | - | - |
| Actuarial (gains)/losses immediately recognized in other comprehensive income (OCI) |
17 | 11 | (2) | 8 | 5 | - | 5 | - | 14 | 15 | (4) | 3 |
| Effect of foreign | ||||||||||||
| exchange | - | - | - | - | 1 | - | 1 | - | 4 | - | 3 | 1 |
| Accrued / (Prepaid) as at |
||||||||||||
| 31 December | 108 | 69 | 21 | 18 | 87 | 54 | 23 | 10 | 79 | 53 | 16 | 10 |
(e) Plan assets
The following table includes the allocation of plan assets as at 31 December 2012 and 2011:
| In EUR million | Europe | Switzerland | North America |
|---|---|---|---|
| 2012 | |||
| Equities | 34% | 25% | 49% |
| Bonds | 10% | 56% | 28% |
| Other | 56% | 19% | 23% |
| 2011 | |||
| Equities | 39% | 20% | 47% |
| Bonds | 15% | 60% | 47% |
| Other | 46% | 20% | 6% |
As at 31 December 2012, employer contributions for the year ahead are expected to amount to EUR 11 million (2011: EUR 8 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 year relating to share based payment is EUR 32 million (2011: EUR 29 million), with EUR 4 million (2011: EUR 5 million) relating to share options granted from 2008 to 2012 plans (2011: 2007 to 2011) and EUR 28 million (2011: EUR 24 million) relating to free shares granted from 2008 to 2012 plans (2011: 2006 to 2011). For 2011 and 2012 plans, amortization of the grant date fair value has been aligned to commence at the date of employee notification.
The share-based payment plans are described below. There have been no cancellations or modifications to any of the plans during 2012.
The Group grants its employees options or share subscription plans under the following terms:
| Date of award | Options exercisable | Date of expiration of | Exercise price | New shares issued subject to option |
|
|---|---|---|---|---|---|
| Plan | by the Board | on | plan | in EUR | plans |
| 2000 | 4 May 2000 | 5 May 2004 | 3 May 2010 | 185.1 | 13,286 |
| 2000 | 31 August 2000 | 1 September 2005 | 30 August 2010 | 173.5 | 62,461 |
| 2001 | 4 September 2001 | 4 September 2005 | 3 September 2011 | 185.1 | 93,462 |
| 2001 | 3 October 2001 | 4 October 2005 | 2 October 2011 | 131.1 | 31,148 |
| 2003 | 28 February 2003 | 28 February 2007 | 27 February 2013 | 27.3 | 111,034 |
| 2003 | 3 June 2003 | 3 June 2007 | 2 June 2013 | 37.6 | 143,233 |
| 2004 | 25 August 2004 | 26 August 2008 | 25 August 2014 | 10.9 | 486,251 |
| 2005 | 16 September 2005 | 16 September 2009 | 15 September 2015 | 15.9 | 623,269 |
| 2006 | 14 September 2006 | 15 September 2010 | 14 September 2016 | 18.3 | 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 | 17.117 | 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 |
The stock options are available after 4 or 5 years regardless of whether the employee is still actively employed by the Group.
The terms and conditions of the stock options plan of 23 March 2012, are similar to those previously decided by SCOR (notably as regards to the presence condition), provide that the options allocated to Partners can be exercised at the earliest 4 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 2012 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:
(1) SCOR financial strength by S&P rating must be maintained (minimum) "A" in 2012 and 2013;
(2) SCOR Global P&C's combined ratio must be less than or equal to 102% on average in 2012 and 2013;
(3) SCOR Global Life's technical margin must be higher than or equal to 3% on average in 2012 and 2013;
(4) The SCOR group's ROE for the financial years ending 31 December 2012 and 31 December 2013 must be higher than 300 points above the risk-free rate on average.
(5) Absolute appliance of Group's ethical principles as described in the Code of Conduct of SCOR Group. These principles, as settlements to protect the interests of customers, are the pillars of sustainable development of SCOR and therefore its performance.
The table below presents the changes and the current stock option plans at the end of the year along with the average corresponding exercise price.
| 2012 | 2011 | ||||
|---|---|---|---|---|---|
| Number of options |
Average exercise price in EUR per share |
Number of options |
Average exercise price in EUR per share |
||
| Outstanding options at 1 January | 7,996,804 | 17.41 | 7,373,264 | 19.63 | |
| Options granted during the period | 938,000 | 20.17 | 1,010,000 | 18.49 | |
| Options exercised during the period | 582,166 | 16.35 | 121,603 | 15.91 | |
| Options expired during the period | - | - | 115,170 | 171.58 | |
| Options forfeited during the period | 258,608 | 18.36 | 149,687 | 16.91 | |
| Outstanding options at 31 December | 8,094,030 | 17.77 | 7,996,804 | 17.41 | |
| Exercisable at 31 December | 3,546,530 | 17.82 | 2,831,304 | 18.60 |
The average remaining life of the options and the average exercise price for 2012 and 2011 are presented below.
| Outstanding options | |||||||
|---|---|---|---|---|---|---|---|
| Average | 2012 | Average | 2011 | ||||
| Range of exercise prices in EUR |
weighted exercise price in EUR |
Average weighted residual life |
Number of outstanding options |
weighted exercise price in EUR |
Average weighted residual life |
Number of outstanding options |
|
| from 10 to 50 | 17.77 | 6.12 | 8,094,030 | 17.41 | 6.65 | 7,996,804 | |
| from 51 to 100 | - | - | - | - | - | - | |
| from 101 to 150 | - | - | - | - | - | - | |
| from 151 to 200 | - | - | - | - | - | - | |
| from 201 to 250 | - | - | - | - | - | - | |
| from 10 to 250 | 17.77 | 6.12 | 8,094,030 | 17.41 | 6.65 | 7,996,804 |
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 2012, 2011 and 2010:
| 23 March | 1 September | 22 March 2011 | 12 October | 18 March 2010 | |
|---|---|---|---|---|---|
| 2012 Plan | 2011 Plan | Plan | 2010 Plan | Plan | |
| Fair value at grant date | |||||
| (EUR) | 3.10 | 2.39 | 2.61 | 2.40 | 3.10 |
| Exercise price (EUR) | 20.17 | 15.71 | 19.71 | 17.79 | 18.40 |
| Expected life | 4 years | 4 years | 4 years | 4 years | 4 years |
| Historical volatility (1) | 29.11% | 26.62% | 25.69% | 27.24% | 28.71% |
| Dividend | 5.58% | 5.44% | 5.28% | 5.28% | 5.28% |
| Risk-free interest rate | 1.924% | 1.74% | 2.60% | 1.50% | 2% |
(1) The historical volatility used to determine the fair value of stock options is based on an historical volatility over periods corresponding to the expected average maturity of the options granted, which is partially smoothed to eliminate extreme deviations and to better reflect long term trends.
The Group also awards free shares to its employees under the following terms:
| Date of grant | Date of vesting | Number of shares originally granted |
Estimated price on grant 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 |
The terms and conditions of the performance share plan of 19 March 2012, 3 May 2012 and 30 October 2012, similar to those usually decided by SCOR (notably as regards to the presence conditions for the first two years) provide that after the vesting period of 2 years for beneficiaries tax resident in France (and an obligation to retain shares for a period of 2 years after the end of the vesting period) and of 4 years for beneficiaries not tax resident in France, the final acquisition of these shares will be subject to the condition of presence of 2 years for each non-Partner employee and to the satisfaction of performance conditions for Partners.
All the allocation of the performance and free share plan of 19 March 2012, 3 May 2012 and 30 October 2012 to the Chairman and Chief Executive Officer (and those allocated 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 (more Junior Partners), are 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:
(1) SCOR financial strength by S&P rating must be maintained (minimum) "A" in 2012 and 2013;
(2) SCOR Global P&C's combined ratio must be less than or equal to 102% on average in 2012 and 2013;
(3) SCOR Global Life's technical margin must be higher than or equal to 3% on average in 2012 and 2013;
(4) The SCOR group's ROE for the financial years ending 31 December 2012 and 31 December 2013 must be higher than 300 points above the risk-free rate on average.
(5) Absolute appliance of Group's ethical principles as described in the Code of Conduct of SCOR Group. These principles, as settlements to protect the interests of customers, are the pillars of sustainable development of SCOR and therefore its performance.
The terms and conditions of the performance share plan of 26 July 2012 (LTIP), provide that after the vesting period of 6 years for beneficiaries tax resident in France (and an obligation to retain shares for a period of 2 years after the end of the vesting period) and of 8 years for beneficiaries not tax resident in France, the final acquisition of these shares will be subject to the condition of presence of 6 years for each beneficiary and to the satisfaction of performance conditions.
All the shares made under the LTIP scheme are not only subject to the satisfaction of the same performance conditions as those set for the 19 March 2012 Plan (for the description of the performance conditions, refer above) and also to a market condition based on the comparison of the Total Shareholder Return (TSR) of SCOR with the ones of its main competitors over 2 periods of 3 and 6 years (respectively between 2012 and 2015 and between 2015 and 2018).
The collective plan of 26 July 2012 (except LTIP) is neither subject to performance conditions nor subject to presence conditions. The final acquisition of these shares is effective, with no condition, within 2 years for beneficiaries tax resident in France (and an obligation to retain shares for a period of 2 years after the end of the vesting period) and within 4 years for beneficiaries not tax resident in France.
The fair value of the free shares corresponds to the market value adjusted taking into account the dividends and nontransferability costs, estimated using a forward acquisition/disposal method. The following table lists the characteristics used at the end of 2012, 2011 and 2010:
| 30 October 2012 Plan |
26 July 2012 Plan |
26 July 2012 Plan (LTIP) |
3 May 2012 Plan |
19 March 2012 Plan |
12 December 2011 Plan |
||
|---|---|---|---|---|---|---|---|
| Fair value at grant date (EUR) |
French residents |
16.96 | 16.07 | 7.49 | 16.51 | 17.06 | 14.56 |
| Non-French residents |
15.04 | - | 6.09 | - | 15.13 | 12.94 | |
| Vesting period | French residents |
2 years | 2 years | 6 years | 2 years | 2 years | 2 years |
| Non-French residents |
4 years | - | 8 years | - | 4 years | 4 years | |
| Dividend | 5.58% | 5.58% | 5.58% | 5.58% | 5.58% | 5.44% | |
| Risk-free interest rate |
0.78% | 0.804% | 1.51% | 1.428% | 1.613% | 2.1% |
| 1 September 2011 Plan - LTIP |
1 September 2011 Plan |
7 March 2011 Plan |
2 March 2010 Plan |
12 October 2010 Plan |
17 December 2010 Plan |
||
|---|---|---|---|---|---|---|---|
| Fair value at grant date (EUR) |
French residents |
6.64 | 13.93 | 17.63 | 15.3 | 15 | 15.9 |
| Non-French residents |
5.36 | 12.39 | 15.73 | 13.6 | 13.4 | - | |
| Vesting period | French residents |
6 years | 2 years | 2 years | 2 years | 2 years | 2 years |
| Non-French residents |
8 years | 4 years | 4 years | 4 years | 4 years | - | |
| Dividend | 5.44% | 5.44% | 5.28% | 5.28% | 5.28% | 5.28% | |
| Risk-free interest rate |
2.24% | 1.74% | 2.60% | 2% | 1.50% | 2.10% |
The main components of income taxes for the years ended 31 December 2012, 2011 and 2010 are presented below:
| In EUR million | 2012 | 2011 | 2010 |
|---|---|---|---|
| Amounts reported in the consolidated statements of income | |||
| Current tax – current year | (152) | (74) | (114) |
| Current tax – prior years | 14 | (22) | 18 |
| Deferred taxes due to temporary differences | 44 | 16 | (5) |
| Deferred taxes from tax losses carried-forward | (16) | 79 | 22 |
| Changes in deferred taxes due to changes in tax rates or tax law | 2 | 1 | 43 |
| INCOME TAX (EXPENSE) / BENEFIT REPORTED IN STATEMENT OF INCOME |
(108) | - | (36) |
| In consolidated reserves | |||
| Revaluation of AFS assets | (98) | 82 | (1) |
| Other | 25 | 1 | 6 |
| INCOME TAX (EXPENSE) / BENEFIT REPORTED IN EQUITY | (73) | 83 | 5 |
RECONCILIATION OF EXPECTED TO ACTUAL TAX EXPENSE
A reconciliation of the income tax expense, obtained by applying the French tax rate of 36.10% for 2012 and 2011 and 34.43% for 2010 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 rate in 2012 is 20.4% (2011: 0.0% and 2010: 7.8%).
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 | 2012 | 2011 | 2010 |
|---|---|---|---|
| Income before income tax | 526 | 330 | 455 |
| Theoretical income tax at 36.10% (for 2012 and 2011) and 34.43% (for 2010) |
(190) | (119) | (157) |
| Reconciling items to actual income tax (expense) / benefit | |||
| Differences between French and local tax rates | 91 | 53 | 43 |
| Tax-exempt income (1) | 4 | 61 | 15 |
| Non-deductible expenses | (15) | (16) | (6) |
| Recognition or utilization of tax losses for which no deferred tax assets have been recognized |
- | - | 5 |
| Write-down and reversal of previous write-down of deferred tax assets |
(3) | 13 | 52 |
| Changes in tax risk provision | (1) | (25) | (21) |
| Non creditable / refundable withholding tax | (3) | (4) | (1) |
| Changes in tax rates | 2 | 3 | 43 |
| Share based payments | (8) | 2 | (5) |
| Income taxes prior years | 16 | 37 | (4) |
| Others | (1) | (5) | - |
| ACTUAL TAX (EXPENSE) / BENEFIT | (108) | - | (36) |
2011 included the recognition of tax-exempt gain from bargain purchase for the acquired Transamerica Re business resulting in a EUR 44 million reconciling item.The exceptional contribution on income tax has been renewed by the Finance Bill 2013 for two more years and therefore will be applicable for all fiscal years between 31 December 2012 and 31 December 2015. As a result, the income tax rate will remain at 36.10% for these fiscal years (against 34.43% for 2010) and will be 34.43% again from fiscal year 2016 onwards. This temporary tax rate change would have no 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.
Income tax risk provisions have been reviewed and adjusted as part of the regular tax risk provisioning process.
The increased difference between French and local tax rates in 2012 reflects the beneficial tax rate mix composition for the Group and the increase of the pre-tax results compared to 2011.
The reduction of the tax-exempt income resulted from lower tax-exempt investment returns.
Due to the finalization of income tax returns and refinement of prior periods' income tax positions in 2011 and 2012, particularly in Germany and France, prior year tax benefits were recognized.
In 2010 the tax rate change impact resulted from a new tax law in France and the revaluation of deferred taxes for UK companies due to the change of the UK income tax rate from 28% to 27% effective April 2011.
In December 2010, the French Parliament enacted a new tax law regarding the taxation of the French capitalization reserve ("reserve de capitalization", a French insurance statutory provision). As a result French insurance companies have to pay a 10% exit tax on the capitalization reserve position as at 31 December 2009. In return any increase or release of the capitalization reserve is no longer taken into consideration in the calculation of income taxation from 1 January 2010 onwards. Therefore, there is no longer any deferred tax impacts to be considered.
The existing deferred tax liabilities related to this position measured at 34.43% were released, resulting in a net tax benefit of 24.43% of the capitalization reserve as at 31 December 2009. Therefore, the income tax expense for the year 2010 includes a benefit of EUR 42 million for the change in tax law.
In the Finance Bill 2013 an additional 7% exit tax 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. Changes in tax risk provision are included within Other Liabilities.
The standard tax rates for the primary locations in which the Group has operations are as follows:
| 2012 | 2011 | 2010 | |
|---|---|---|---|
| France | 36.10% | 36.10% | 34.43% |
| Switzerland | 21.17% | 21.17% | 21.17% |
| Germany | 32.45% | 32.45% | 31.58% |
| United Kingdom | 24.50% | 25.50% | 28.00% |
| United States | 35.00% | 35.00% | 35.00% |
| Singapore | 17.00% | 17.00% | 17.00% |
| Before tax |
2012 Tax (expense) |
Net of tax |
Before tax |
2011 Tax (expense) |
Net of tax |
Before tax |
2010 Tax (expense) |
Net of tax |
|
|---|---|---|---|---|---|---|---|---|---|
| In EUR million | amount | benefit | amount | amount | benefit | amount | amount | benefit | amount |
| Effect of changes | |||||||||
| in foreign | |||||||||
| exchange rates | (20) | 8 | (12) | 117 | - | 117 | 136 | - | 136 |
| Revaluation of | |||||||||
| assets available | |||||||||
| for sale | 331 | (98) | 233 | (307) | 82 | (225) | 87 | (25) | 62 |
| Shadow | |||||||||
| accounting | 8 | 3 | 11 | (4) | (4) | (8) | (67) | 24 | (43) |
| Net gains / | |||||||||
| losses on cash | |||||||||
| flow hedge | (25) | 6 | (19) | (21) | 3 | (18) | - | - | - |
| Actuarial gains / | |||||||||
| losses not | |||||||||
| recognized in | |||||||||
| income | (17) | 8 | (9) | (5) | 7 | 2 | (14) | 6 | (8) |
| Other changes | 2 | - | 2 | 1 | (5) | (4) | 2 | - | 2 |
| TOTAL | 279 | (73) | 206 | (219) | 83 | (136) | 144 | 5 | 149 |
Deferred tax assets and liabilities and the related expense or benefit as at and for the years ended 31 December 2012, 2011 and 2010 were generated by the following items:
| Balance sheet as at 31 December | Deferred taxes benefit (expense) for the period |
|||||
|---|---|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 | 2012 | 2011 | 2010 |
| Deferred tax liabilities | ||||||
| Deferred acquisition costs | (37) | (18) | (164) | (24) | 21 | (8) |
| Unrealized revaluations and temporary differences on investments |
(117) | (63) | (119) | (5) | (45) | (21) |
| Equalization reserves | (101) | (13) | (29) | (9) | - | (17) |
| Value of business acquired | (190) | (190) | (111) | 7 | 17 | 24 |
| Financial instruments | (22) | (7) | (5) | (20) | (5) | (3) |
| Claims reserves | (110) | (145) | (33) | (14) | (27) | 7 |
| Capitalization reserve | - | - | - | - | - | 62 |
| Other temporary differences | (179) | (199) | (76) | 10 | (64) | (27) |
| Elimination of internal capital gains | (7) | (3) | (4) | (13) | - | - |
| TOTAL DEFERRED TAX LIABILITIES |
(763) | (638) | (541) | (68) | (103) | 17 |
| Deferred tax assets | ||||||
| Unrealized revaluations and temporary differences on investments |
44 | 84 | 95 | 4 | 20 | 22 |
| Retirement scheme | 4 | 8 | 5 | (6) | - | 3 |
| Net operating losses for carry forward | 675 | 693 | 575 | (8) | 30 | (34) |
| Financial instruments | 5 | 8 | 4 | (2) | 7 | 3 |
| Claims reserves | 59 | 78 | 52 | 5 | 15 | (10) |
| "Shadow accounting" | 10 | 54 | 13 | - | 2 | - |
| Other temporary differences | 350 | 143 | 117 | 104 | 102 | 25 |
| Elimination of internal capital gains | 8 | 8 | 22 | - | 4 | (1) |
| TOTAL DEFERRED TAX ASSETS | 1 155 | 1,076 | 883 | 97 | 179 | 8 |
| Valuation allowance | (36) | (39) | (59) | 1 | 20 | 35 |
| TOTAL | 356 | 399 | 283 | 30 | 96 | 60 |
Applying the deferred tax netting methodologies in accordance with IFRS 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 | 2012 | 2011 | 2010 |
|---|---|---|---|
| Deferred tax liabilities | (332) | (254) | (192) |
| Deferred tax assets | 688 | 653 | 475 |
| NET DEFERRED TAX ASSETS (LIABILITIES) | 356 | 399 | 283 |
As at 31 December 2012, the operating tax losses available for carry-forward expire as follows:
| In EUR million | Available tax losses carried forward |
Tax losses carried forward for which no DTA is recognized |
At 31 December 2012 Deferred tax asset recognized |
At 31 December 2011 Deferred tax asset recognized |
|---|---|---|---|---|
| 2013 | 7 | 7 | - | 2 |
| 2014 | 94 | 14 | 6 | 30 |
| 2015 | - | - | - | - |
| 2016 | - | - | - | - |
| Thereafter | 614 | 6 | 203 | 160 |
| Indefinite | 1 356 | 92 | 430 | 461 |
| TOTAL | 2 071 | 119 | 639 | 653 |
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, 20 years carry forward period in the United States and 7 years carry forward period in Switzerland. In 2011, a change in the French Tax Law on tax loss carry forward resulted in the utilization of tax losses being capped to EUR 1 million plus 60% of the remaining current year taxable result. The limitation of the tax loss utilization has been tightened by the Finance Bill 2013 and only 50% of the remaining current year taxable result above the EUR 1 million cap can be offset against tax losses carry forward. The forecast of taxable income are based on the main assumptions described in Note 1 - Accounting principles and methods. The result of their analysis is that SCOR expects to utilize all recognized tax loss carry forwards before expiry.
The operating losses which have not been activated as deferred tax assets relate primarily to the French tax Group and subsidiaries in Switzerland.
The tables below show the analysis by type of investment income and split by category of financial assets:
| ANALYSIS BY TYPE | |||
|---|---|---|---|
| In EUR million | 2012 | 2011 | 2010 |
| Interest income on investments | 247 | 240 | 314 |
| Dividends | 34 | 50 | 40 |
| Rental income from real estate | 38 | 40 | 29 |
| Other income (including cash and cash equivalent) | 13 | 29 | 37 |
| Ordinary investment income | 332 | 359 | 420 |
| Realized gains and losses on investments | 161 | 187 | 206 |
| Unrealized gains and losses on investments | 8 | (7) | - |
| Investment impairment | (72) | (51) | (57) |
| Real estate amortization | (15) | (11) | (9) |
| Other investments expenses | (14) | (15) | (35) |
| Net investment income excluding deposit and currency items | 400 | 462 | 525 |
| Interest income on funds withheld and contract deposit | 213 | 205 | 217 |
| Interest expense on funds withheld and contract deposit | (11) | (15) | (19) |
| Currency gains (losses) | 23 | 13 | (15) |
| TOTAL INVESTMENT INCOME | 625 | 665 | 708 |
| In EUR million | 2012 | 2011 | 2010 |
|---|---|---|---|
| Real estate investments | 59 | 46 | 37 |
| Available for sale investments | 452 | 426 | 501 |
| Investments at fair value through income | 13 | (1) | 5 |
| Loans and receivables | 193 | 174 | 178 |
| Derivative instruments | (4) | (8) | (1) |
| Other (including cash and cash equivalents), net of other investment | |||
| expenses | (88) | 28 | (12) |
| TOTAL | 625 | 665 | 708 |
The table below shows the net results of retrocession for the years ended 31 December 2012, 2011 and 2010:
| In EUR million | SCOR Global Life |
2012 SCOR Global P&C |
Total | SCOR Global Life |
2011 SCOR Global P&C |
Total | SCOR Global Life |
2010 SCOR Global P&C |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Ceded written premiums | (531) | (445) | (976) | (345) | (391) | (736) | (286) | (265) | (551) |
| Change in ceded unearned premiums |
- | 8 | 8 | (1) | 32 | 31 | 1 | 7 | 8 |
| Ceded earned premiums | (531) | (437) | (968) | (346) | (359) | (705) | (285) | (258) | (543) |
| Ceded claims (1) | 458 | 177 | 635 | 137 | 402 | 539 | 204 | 63 | 267 |
| Ceded commissions | 95 | 49 | 144 | 126 | 32 | 158 | 101 | 15 | 116 |
| Net results of retrocession |
22 | (211) | (189) | (83) | 75 | (8) | 20 | (180) | (160) |
(1) Total of 2011 includes inter-segment recharges of expenses of EUR 1 million which are eliminated on consolidation (refer to Note 2 – Segment Information)
Other operating and administrative expenses include expenses incurred by the Group, excluding gross commissions, as follows:
| In EUR million | 2012 | 2011 | 2010 |
|---|---|---|---|
| Staff costs (1) | 329 | 267 | 220 |
| Taxes other than income taxes | 18 | 12 | 17 |
| Other costs | 241 | 189 | 184 |
| OTHER OPERATING AND ADMINISTRATIVE EXPENSES | 588 | 468 | 421 |
(1) 2012 staff costs include the Transamerica Re staff costs over the full year 2012, while 2011 staff costs include them since August 2011, and an increase in staff headcount at SCOR mainly in Paris. Staff costs in 2010 were positively impacted by the release of the provision related to sundry employee benefits schemes of employees in Paris which were reformed or cancelled with an impact on 2010.
These expenses are further allocated into categories by function as follows:
| In EUR million | 2012 | 2011 | 2010 |
|---|---|---|---|
| Acquisition and administrative expenses | 349 | 292 | 263 |
| Investment management expenses | 30 | 26 | 24 |
| Claims settlement expenses | 32 | 30 | 29 |
| Other current operating expenses | 177 | 120 | 105 |
| OTHER OPERATING AND ADMINISTRATIVE EXPENSES | 588 | 468 | 421 |
Group audit fees for services rendered during the year are detailed below:
| Ernst&Young | Mazars | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In EUR | taxes) | Amount (excluding |
% | Amount (excluding % taxes) |
Amount (excluding taxes) |
% | ||||||
| thousand | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 |
| Audit (1) | 4,870 | 3,813 | 91% | 75% | 3,921 | 3,415 | 97% | 84% | 8,791 | 7,229 | 94% | 79% |
| SCOR SE | 868 | 538 | 16% | 11% | 815 | 528 | 20% | 13% | 1,683 | 1,067 | 18% | 12% |
| Fully consolidated subsidiaries |
4,002 | 3,275 | 75% | 64% | 3,106 | 2,887 | 77% | 71% | 7,108 | 6,162 | 76% | 67% |
| Other audit related (2) |
75 | 1,216 | 2% | 24% | 95 | 650 | 3% | 16% | 170 | 1,866 | 2% | 20% |
| SCOR SE | 55 | 1,150 | 1% | 22% | 74 | 569 | 2% | 14% | 129 | 1,719 | 1% | 19% |
| Fully consolidated subsidiaries |
20 | 66 | 1% | 1% | 21 | 81 | 1% | 2% | 41 | 147 | 1% | 2% |
| Other (3) | 385 | 86 | 7% | 2% | 11 | - | - | - | 396 | 86 | 4% | 1% |
| Legal. tax. social security |
162 | 86 | 3% | 2% | 8 | - | - | - | 170 | 86 | 2% | 1% |
| Other | 223 | - | 4% | - | 3 | - | - | - | 226 | - | 2% | - |
| TOTAL | 5,330 | 5,115 | 100% | 100% | 4,027 | 4,065 | 100% | 100% | 9,357 | 9,181 | 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 2012, 2011 and 2010 respectively:
| At 31 December 2012 | At 31 December 2011 | At 31 December 2010 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Shares(1),(2) | Shares(1),(2) | Shares(1),(2) | |||||||
| (denomi | Net income | (denomi | Net income | (denomi | Net income | ||||
| Net income | nator) | per share | Net income | nator) | per share | Net income | nator) | per share | |
| In EUR million | (numer-ator) | (thousands) | (EUR) | (numer-ator) | (thousands) | (EUR) | (numer-ator) | (thousands) | (EUR) |
| Net income | 418 | - | - | 330 | - | - | 418 | - | - |
| Earnings per share | |||||||||
| Net income attributable to | |||||||||
| ordinary shareholders | 418 | 183,841 | 2.28 | 330 | 183,379 | 1.80 | 418 | 180,125 | 2.32 |
| Diluted earnings per | |||||||||
| share | |||||||||
| Dilutive effects | - | - | - | - | - | - | - | - | - |
| Stock options and share | |||||||||
| based compensation(3) | - | 3,070 | - | - | 3,475 | - | - | 4,034 | - |
| Net income attributable | |||||||||
| to ordinary | |||||||||
| shareholders and | |||||||||
| estimated conversions | 418 | 186,911 | 2.24 | 330 | 186,854 | 1.77 | 418 | 184,159 | 2.27 |
(1) Average number of shares during the period. See Note 1 of the consolidated financial statements
(2) After stock consolidation on 3 January 2007: 1 new share equals 10 old shares
(3) Calculated assuming all options are exercised where the average SCOR share price for the year exceeds the option exercise price
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 on 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, post-employment benefits, other long-term benefits, termination benefits and share-based payments, for 2012, 2011, and 2010 financial years is outlined below.
The total gross cash compensation of key management personnel for 2012, 2011, and 2010 financial years is presented below:
| In EUR | 2012 | 2011 | 2010 |
|---|---|---|---|
| Fixed compensation | 5,378,043 | 5,142,595 | 4,512,763 |
| Variable compensation | 3,173,762 | 3,427,169 | 2,738,301 |
| Profit sharing | 28,534 | 59,333 | 74,039 |
| Premiums/allowances | 140,702 | 115,440 | 127,855 |
| TOTAL CASH COMPENSATION | 8,721,041 | 8,744,538 | 7,452,958 |
No retirement benefits (or commitments) have been paid to key management personnel during the period.
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 33 million as at 31 December 2012 (EUR 25 million as at 31 December 2011 and EUR 21 million as at 31 December 2010).
The members of the Executive Committee also benefit from the use of a vehicle for business purposes; the Chairman and Chief Executive Officer has a company car with 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 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:
In case of 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.
(D). The SCOR group's ROE must be higher than 300 points above the risk-free rate on average over 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.
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 one financial year 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 otherwise 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 granted to him for free prior to his departure and which he would otherwise 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
Provision 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. Under the terms of these parental guarantees contracts of insurance or reinsurance between clients and the Group companies are covered so that clients benefit from the additional financial security of SCOR SE.
The subsidiaries which benefitted from the SCOR SE parent guarantee in 2012 are the following:
Loans
SCOR SE provides loans to Group companies in the normal course of business remunerated at market rates.
Significant subsidiaries, investments in associates and joint ventures are included in the table below where material to the Group.
| 2012 | 2011 | |||||
|---|---|---|---|---|---|---|
| Percentage | Percentage | Consolidation | ||||
| Country | Control Interest | Control Interest | method | |||
| SCOR SE and its direct subsidiaries | ||||||
| SCOR SE | France | 100.00 | 100.00 | 100.00 | 100.00 | Parent |
| General Security Indemnity Company of Arizona |
United States | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| General Security National Insurance | ||||||
| Company | United States | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR AFRICA Ltd | South Africa | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR GIE Informatique | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Perestrakhovaniye | Russia | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Reinsurance Company | United States | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR U.S. Corporation | United States | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Investment SE | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Alternative Investments SA | Luxemburg | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| CAL Re Management Inc | United States | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Services Asia Pacific Pte Ltd | Singapore | 100,00 | 100,00 | 100,00 | 100,00 | Full |
| SCOR Reinsurance Escritório de | ||||||
| Representação no Brasil Ltda | Brasil | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global LIFE SE and its | ||||||
| subsidiaries | ||||||
| SCOR Global Life SE | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| ReMark Group BV | Netherland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| ReMark International BV | Netherland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| Revios Canada Holding Corp. Ltd. | Canada | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| Revios Canada Ltd | Canada | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Financial Services | Ireland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life Re Insurance Company | ||||||
| of Texas | United States | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life Reinsurance (Barbados) Ltd. |
Barbados | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life Reinsurance Company of | ||||||
| America | United States | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life Reinsurance International | ||||||
| (Barbados) Ltd. | Barbados | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life Reinsurance Ireland Ltd | Ireland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life Americas Reinsurance Company |
United States | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| Sweden Reinsurance Co. Ltd | Sweden | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life Americas Holding Inc (1) | United States | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Life Insurance Company (SLAC) | United States | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Life Reassurance Company (SLRC) | United States | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR International Reinsurance Ireland Ltd | ||||||
| (SIRI) | Ireland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life Americas Reinsurance | ||||||
| Company - Escritorio de representaçâo no | ||||||
| Brasil Ltda.(2) | Brasil | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life Australia Pty Ltd | Australia | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global P&C SE and its | ||||||
| subsidiaries | ||||||
| SCOR Global P&C SE | France | 99.99 | 99.99 | 100.00 | 100.00 | Full |
| SCOR Reinsurance Asia Pacific Pte Ltd | Singapore | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Reinsurance Company (Asia) Ltd | Hong Kong | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR (UK) Group Ltd | United Kingdom | 100.00 | 100.00 | 100.00 | 100.00 | Full |
(1) 23 May 2012 the name of Revios US Holdings Inc. was changed to SCOR Global Life Americas Holding Inc. Additionnal cash contribution of SGL in the share capital of SGLAH, amounting USD 5M (SGL now holds 315 shares).
(2) 5 July 2012, SUSEP approved the change of name of "SCOR Global Life U.S. Re Insurance Company - Escritorio de representaçâo no Brasil Ltda." into "SCOR Global Life Americas Reinsurance Company - Escritorio de representaçâo no Brasil Ltda." (SGL Brasil).
| 2012 | 2011 | |||||
|---|---|---|---|---|---|---|
| Percentage | Percentage | Consolidation | ||||
| Country | Control Interest | Control Interest | method | |||
| SCOR Canada Reinsurance Company | Canada | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global P&C Ireland Ltd | Ireland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global South Africa (Pty) Ltd (1) | South Africa | - | - | 100.00 | 100.00 | Full |
| SCOR P&C Ireland Holding Limited | Ireland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR UK Company Limited | United Kingdom | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Underwriting Ltd | United Kingdom | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| Blue Star Management Ltd | United Kingdom | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Services International Ltd | Hong Kong | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Services Japan Co | Japan | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Holding (Switzerland) AG and its | ||||||
| subsidiaries | ||||||
| SCOR Holding (Switzerland) AG | Switzerland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Holding (UK) Ltd | United Kingdom | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Switzerland AG | Switzerland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Services Switzerland AG | Switzerland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| PPG Lime Street Ltd | United Kingdom | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| Real Estate Businesses | ||||||
| Finimo Realty Pte Ltd | Singapore | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Auber | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Properties | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| 5 avenue Kléber SAS | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| Société Immobilière Coligny SAS | France | 100.00 | 100.00 | - | - | Full |
| Société Immobilière Pershing SAS | France | 100.00 | 100.00 | - | - | Full |
| Financial Activity | ||||||
| FCP SGI Euro Govies | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| FCP Euro ABS AAA | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| FCP Euro Corporate | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| FCP Euro Covered AAA | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| FCP Euro Equities | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| FCP Euro High Yield | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| FCP Scor Euro loans | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| FCP Scor Credit opportunities | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| FCP Scor Credit Special situation | France | 100.00 | 100.00 | - | - | Full |
| Associates and Joint Ventures | ||||||
| ASEFA SA Seguros y reaseguros | Spain | 39.97 | 39.97 | 39.97 | 39.97 | Equity interest |
| MUTRE SA | France | 33.33 | 33.33 | 33.33 | 33.33 | Equity interest |
| SCOR Channel Limited | Guernsey | 99.88 | 99.88 | 99.86 | 99.86 | Equity interest |
| SCOR Gestion Financière | France | 100.00 | 100.00 | 100.00 | 100.00 | Equity interest |
| Cogedim Office Partners | France | 43.54 | 43.54 | 43.54 | 43.54 | Equity interest |
(1) 27 August 2012 SCOR Global South Africa (a 100% SCOR Global P&C subsidiary) was deregistered.
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 | 2012 | 2011 |
|---|---|---|
| Commitments received | ||
| Unused lines of credit (1) | 150 | 150 |
| Letters of credit – retrocessionaires (2) | 160 | 178 |
| Endorsements, sureties | - | 8 |
| Other commitments received | - | 8 |
| TOTAL COMMITMENTS RECEIVED | 310 | 344 |
| Commitments given | ||
| Letters of credit (3) | 1,760 | 1,279 |
| Pledged securities | 4,286 | 3,965 |
| Endorsements, surety | 17 | 16 |
| Other commitments given | 25 | 53 |
| TOTAL COMMITMENTS GIVEN | 6,088 | 5,313 |
| Collateral received from retrocessionaires | ||
| TOTAL COLLATERAL RECEIVED FROM RETROCESSIONAIRES (4) | 1,269 | 1,007 |
(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 1,146 million, composed of several syndicated and bilateral lines with international banks.
(2) Includes letters of credits received from external retrocessionaires.
(3) Represents the total amount of letter of credits granted by the Group in favor of its cedants, 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.
Assets including investment securities, real estate and shares in associates for a total amount of EUR 4,286 million (2011: EUR 3,965 million) have been pledged to financial institutions, in order to guarantee the letters of credit granted to SCOR cedants.
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 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, severity of claims, actual benefits paid, subsequent development of long-tail claims and external factors beyond the Group's control, including inflation, legal developments and others have an influence on the principal risk faced by the Group. Additionally, the Group is subject to the quality of underwriting management for certain treaties and to claims management by ceding companies and other data provided by them. In spite of these uncertainties, the Group seeks to ensure that sufficient reserves are available to cover its liabilities.
Generally, SCOR's ability to increase or maintain its portfolios of reinsurance risks in its Non-Life and Life divisions may be subject to 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 different lines of business within the Property business such as fire, engineering, aviation, space, marine, energy and agricultural.
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. Additional exposure could arise from 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 or nanotechnology.
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 and general economic conditions and the price competition level.
The primary consequences of these structural factors are to reduce or increase the volume of Non-Life reinsurance premiums on the market, to make the reinsurance market more competitive, and also to favour the operators who are most attentive to the specific needs of the cedants. 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.
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. 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 SE.
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 of particular underwriting units or certain lines of business, to identify risks, to assess the appropriateness and effectiveness of controls and to propose risk-management measures, including mitigating actions.
Catastrophe management (Cat) 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 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 U.S., typhoons in Japan or from earthquakes in Japan or the U.S.
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 AIR and RMS within the Natural Catastrophe Risk Modeling team.
In 2012 and 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.
(f) Concentration risks related to broker business
SCOR produces its Non-Life business both through brokers and through direct relationships with insurance company clients. For the year ended 31 December 2012, approximately 65% of Non-Life gross premiums were produced through brokers. In 2012, SCOR had two brokers that accounted for approximately 34% of its Non-Life gross premiums. The risk of SCOR is
mainly the significant concentration of premiums written thanks to a limited number of brockers. A significant reduction in the business generated through these brokers could potentially reduce premium volume and net income.
Like other reinsurance companies, SCOR may be exposed to multiple insured losses to property or to the person arising from a single occurrence, whether a natural catastrophe such as a hurricane, typhoons, windstorm, flood, hail, severe winter storm, earthquake, heat wave, 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. The Group evaluates its natural catastrophe exposure by means of catastrophe modeling software.
The models it uses depend very much on the underlying parameters. Any future deviations in these parameters will produce varying results depending on the sensitivity of the model to each parameter. Furthermore, the models can only be applied to certain areas and must respect certain conditions. Catastrophic events could occur in areas not covered by the models and could therefore generate losses which exceed those predicted. Reality is always more complex than that reflected by the models and this represents a risk for SCOR.
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 the price of its securities.
Information on exposures to asbestos and environmental claims is included in Note 16 - Contract liabilities.
The main categories of risk for Life reinsurance underwritten by SCOR's Life division, which is referred to in this Registration document as "SCOR Global Life", "Life" or its "Life division", are biometric, behavioral and catastrophe risks as well as credit risk (see "Credit Risk" below), market risks and currency risks (see "Market Risk" below).
The assessment of biometric risks is at the centre of underwriting in life reinsurance. These are risks which result from adverse developments in mortality, morbidity, longevity or from epidemic/pandemic 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 as available from various sources, e.g., actuarial associations or medical research bodies.
(i) Mortality risk
Mortality risk is the risk of negative deviation from expected results due to higher than anticipated death rates resulting from either the inherent volatility, an adverse long-term trend 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 that otherwise would possibly have remained undetected. Medical progress may enable better treatment resulting in higher claims since certain diseases would have otherwise led to immediate death of insureds. Products providing cover for medical expenses are in particular subject to the risk of higher than anticipated frequency rates 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 of the insurance cover. This risk exists within annuity and long-term care covers and within 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 other 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.
The potential loss relating to a severe pandemic is estimated using models. However, the limited amount of available historical data, combined with the generic model risk, create a high degree of uncertainty in the results. The financial outcome of a severe pandemic could, therefore, differ considerably from that expected by the model, thus leading to a potentially significantly higher loss than expected.
SCOR Global Life is also exposed to risks related to policyholder behaviour. This includes risks such as lapsation, antiselection at policy issue, resale of policies, 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 on the product design, higher or lower policyholder lapses than assumed in the pricing may reduce SCOR Global Life's expected future income. Policyholder lapses may differ from expectations due to a changing economic environment or other reasons, such as changes in tax incentives for the insurance policies, tarnished reputation of the cedant or from the introduction of more attractive insurance products in the market. SCOR studies and closely monitors this risk.
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, there is a trend, especially in the U.S., where policyholders who can no longer afford or for other reasons do not want to continue to pay the premiums, are selling their polices and the eventual death benefit to third parties who continue to pay the premium. These "stranger owned life insurance," or STOLI policies, lead to deviations between actual and expected lapse rates which can be a risk to the insurer and reinsurer of the cover.
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 multiple deaths and serious injuries which could potentially seriously impact the Life activities of SCOR, particularly under contracts covering groups of employees working at the same location.
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 availability and cost of collateral, including letters of credit to represent the Group commitments, asset trusts and other credit facilities, could adversely affect SCOR's operations and financial condition.
Regulatory reserve requirements in various jurisdictions in which SCOR operates may be significantly higher than the reserves required under IFRS. A regulation in the U.S. (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 U.S. states as at 1 January 2000, requires a relatively higher level of regulatory, or statutory, reserves that U.S. 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 U.S.
SCOR might overtime retrocede certain XXX-related cash flows and reserves to such affiliated or unaffiliated reinsurers that are authorized in company's domicile or provide collateral of an amount equal to the reinsured reserves. Such collateral must be provided in the form of withheld funds, NAIC (National Association of Insurance Commissioners) approved commercial bank letters of credit, the placement of assets in trust for the ceding company's benefit, or by other means preapproved by the ceding company's regulator.
Based on the assumed rate of growth in SCOR's current U.S. 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:
SCOR cannot assure investors that it will be able to implement actions to mitigate the effect of increasing regulatory reserve 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.
In connection with its October 2007 acquisition of Converium Holdings AG ("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 U.S. Its GMDB business indirectly exposes SCOR Global Life to asset risk on the variable annuity policyholders' funds. SCOR Global Life must pay, in the event of death, the excess of the GMDB over the account balance or the excess of the GMDB over the cash surrender value, depending on the definition of the underlying reinsurance agreements. A fall in the value of the variable annuity policies' funds therefore leads to higher expected claims amounts. The variable annuity policyholders invest their funds in a wide variety of U.S. equity, other equity, fixed interest, money market, balanced and other funds. Hence SCOR Global Life is exposed to losses, through higher death claims, if these funds fall in value. These funds are not held by SCOR Global Life. The assets remain with the originating ceding companies.
Business of this type which contains a specific economic risk in case of financial crisis is not within the usual scope of the SCOR Global Life underwriting policy. These treaties are all in run-off and, as at 31 December 2012, cover in total approximately 0.6 million policies written by two cedants. These treaties were issued mainly in the late 1990's and incorporate various benefit types.
Different types of GMDBs are covered, including return of premium, ratchet, roll-up and reset. Guarantees that increase over time are, for a majority of the assumed business, only applied up to a certain age. This implies that SCOR Global Life will be released from the risk when the beneficiary reaches this age limit. See Note 16 – Contract Liabilities."
There are some risks which are specific to the GMDB portfolio. Due to the nature of the product, the remaining liability is influenced by developments on the financial markets, particularly changes in the price of equities and fixed income securities, fluctuations in interest rates, and the implied volatility on equity options. The liability is also dependent on policyholder behavior, particularly on the exercise of partial withdrawal options, but also on other aspects, such as lapse behavior and the use of options to choose the underlying funds. As a retrocessionaire, SCOR Global Life is exposed to uncertainties concerning data received from its retrocedants 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. More information about GMDB appears in Note 16 – Contract Liabilities."
There can be no assurance that SCOR's GMDB portfolios will not deteriorate in the future, which could have a material adverse effect on SCOR's business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
See "Section 20 – Notes 16 – Contract Liabilities – A. Guaranteed Minimum Death Benefit for more information about the mechanisms related to the management of this risk.
Mandates for underwriting life reinsurance business are assigned to teams on a mutually exclusive geographic basis. Life reinsurance treaties are underwritten by life reinsurance experts familiar with the specific features of their markets, on the basis of 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 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 Risk Officer and the Chief Actuary 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 Central Actuarial and Underwriting Department and by the Risk Management Department and, where applicable, the Finance Department. These departments are located in Charlotte, Cologne, Paris and Zurich. 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 a specific guideline.
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 four dedicated technical research centers within the Life Central Actuarial and Underwriting Department to analyze and assess the key factors underlying mortality/longevity, Long-Term Care and disability risks. The SCOR Global Life Research Centers provide recommendations for the implementation of the research results into the pricing, underwriting control and determination of exposure limits.
In order to reduce potential behavioral risk, SCOR Global Life carries out a thorough assessment of the client, the client's target clientele, the market in which the client operates 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 in which the lapse risk exposure is variable.
Biometric risks are diversified on a geographic and a product basis.
A significant part of the reinsured business 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 improving longevity. 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 covers. Risks from accumulation in catastrophic events are covered by per event retrocessional coverage.
The Group takes into account the effect of the diversification between its two divisions: Life and Non-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 have only very limited correlation with each other. The diversification and the overall balance between these two business areas provide stability. However, in some cases evolutions of the Non-Life and Life activities are linked together as well as to those of the financial market risks. This exposes SCOR to accumulation and/or correlation risks which are difficult to quantify.
Unforeseen events, such as natural catastrophes or terrorist attacks, 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 as well cannot be excluded.
In the event of a very large natural catastrophe with many victims, the losses generated in Life and Non-Life could potentially accumulate, with losses on financial assets related to the potential reaction of markets (e.g., interest rates, exchange rates and equity market prices). In the same way, a major pandemic event may cause financial market turmoil or business interruptions.
SCOR's ability to grow or maintain its portfolios in the Life and Non-Life reinsurance divisions may be subject to correlated external factors, 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 Life and Non-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 that could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
SCOR manages its exposure to catastrophes through careful business selection, limiting its exposure to certain geographic areas, monitoring the aggregation of risks per geographic area, and retroceding part of these risks to other reinsurers selected on the basis of public information on their financial strength, or to financial markets.
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 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 the Group invested.
The risk of losing all or part of bonds 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 the price of its securities.
SCOR mitigates these risks by implementing a policy of geographic and sector diversification. Limits by counterparty exposure and by rating are also defined. An a posteriori quarterly analysis by segment (business sector, geographical area, counterparty, rating) enables critical risks to be identified and evaluated in order to take appropriate actions.
The Group has a prudent investment policy and puts 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. 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. 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 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 be liable to lose the coverage provided by its retrocessionaires whereas it would retain liability to the cedant 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 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:
The Group's retrocession department regularly monitors its exposure to retrocessionaires by taking into account all relevant accounting balances (estimated and actual claims, premiums, reserves and deposits, pledges and security deposits).
SCOR seeks to reduce its dependence on its traditional retrocessions by using alternative risk transfer solutions such as the multi-year securitization of catastrophic risk in the form of ILS or mortality swaps or the issuance of contingent capital securities. 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.
The retrocessionaires' part in the reserves split by retrocessionaires' financial rating is included in Note 16 – Contract Liabilities."
In spite of the measures to control and reduce the risk of defaults of its retrocessionaires, the occurrence of one or more of such default could have a material adverse impact on SCOR's business, its present and future premium income, its net income, its cash flows, its financial position, and potentially on the price of its securities.
There are three aspects of credit risk related to contracts with cedants.
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 cedants in case it is not able to recover these amounts in the event of default of cedants.
Secondly, SCOR is exposed to a credit risk in the event of a payment default by the cedants 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 cedants 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 cedants to fulfill their financial obligations could affect SCOR's current and future revenues, net income, cash flow, financial position, and potentially the price of its securities.
Credit risks related to contracts with cedants are mitigated through a quarterly examination of exposure and associated risks. Depending on the financial situation of the principal cedants, 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.
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 the price of its securities.
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 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 the price of its securities.
Concentration risk is mitigated by defining counterparty exposure limits. Furthermore, SCOR selects bank counterparties according to their rating and quality of their credit. SCOR also considers the public assistance (e.g., loans, guarantees of deposits, nationalizations) certain banks may benefit from during the financial crisis, as they are important in the economy of their country.
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 the price of its securities.
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, cedants and activity sectors.
SCOR's Credit & Surety business does not cover either credit default swaps (CDS) or real estate loans, notably in the U.S., nor is it exposed to the various U.S. credit "monoliners" or "guarantors."
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 cedants in terms of risk prevention, since the cedants continuously adjust their own exposure levels based on changes in the financial strength of the debtors they are insuring.
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 the price of its securities.
Credit risk on future profits from Life reinsurance policies arises from two risk factors.
First of all, the payment of future profits expected under Life reinsurance contracts necessarily implies that the cedant 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 cedant. In such a case, it is possible that the VOBA and deferred acquisition costs ("DAC") may as a consequence need to be written down and as a consequence, 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 the former Transamerica Re's reinsurance contracts flow into 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 value of business acquired ("VOBA").
Secondly, a reduction in the value of future profits could arise from a massive unexpected lapsation of policies following a deterioration of the cedant's financial rating or an event which has a negative effect on SCOR's image.
The Group, therefore, has exposure to a credit risk linked to the insolvency and to the image of its cedants, which, if this were to occur, could have an adverse impact upon its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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, its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities could be adversely impacted.
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 U.S., can affect both individuals and property.
Certain countries do not permit the exclusion of terrorist risks from insurance policies. Due to these regulatory constraints, 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. It participates in pools created in certain countries, such as France (GAREAT), Germany (Extremus), the Netherlands (NHT) and Belgium (TRIP), which allows the Group to have limited and known commitments. In the U.S., the Terrorism Risk Insurance Act passed in November 2002 for a period of three years, which was extended to 31 December 2007 by the Terrorism Risk Insurance Extension Act, was renewed for seven years, until 31 December 2014 by the Terrorism Risk Insurance Program Reauthorization Act ("TRIPRA"). It established a federal assistance program to help insurance companies cover claims related to terrorist acts. TRIPRA requires that terrorist acts be covered by insurers. Despite TRIPRA, and the federal aid that it provides, the U.S. insurance market is still exposed to some significant risks in this area. Therefore, SCOR monitors very closely its exposure to the U.S. market, primarily because of the insurance obligation created by the law. In addition to the commitments described above, SCOR does reinsure, from time to time, terrorist risks, usually limiting, by event and by year of insurance the coverage that ceding companies receive for damage caused by terrorist acts.
Beyond the potential impact on its Non-Life book, a terror event could also affect the Group's Life portfolio. Although the insured losses from past events have been comparatively small in relation to the Non-Life losses, a future terrorist act, such as a "dirty bomb", could claim a substantial amount of insured lives.
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.
As a result, future terrorist acts, whether in the U.S. 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 the price of its securities.
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 - Contract liabilities (for the share of retrocessionaires in insurance and financial liabilities).
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 or Spain.
The following table provides an overall analysis of the aging of financial assets as at 31 December 2012:
| 1-12 | 12-24 | 24-36 | > 36 | |||
|---|---|---|---|---|---|---|
| In EUR million | Current | months | months | months | months | Total |
| Available-for-sale investments | 10,667 | - | - | - | - | 10,667 |
| Fair value through income | 216 | - | - | - | - | 216 |
| Derivative instruments | 112 | - | - | - | - | 112 |
| Loans and receivables | 9,535 | - | - | - | 9,535 | |
| Reinsurance assets | 1,322 | - | - | - | - | 1,322 |
| Insurance receivables | 3,850 | 335 | 17 | 32 | 47 | 4,281 |
| Taxes receivable | 92 | - | - | - | - | 92 |
| Other accounts receivable | 251 | - | - | - | - | 251 |
| Cash and cash equivalents | 1,466 | - | - | - | - | 1,466 |
| TOTAL | 27,511 | 335 | 17 | 32 | 47 | 27,942 |
The following table provides an overall analysis of the aging of financial assets as at 31 December 2011:
| In EUR million | Current | 1-12 months |
12-24 months |
24-36 months |
> 36 months |
Total |
|---|---|---|---|---|---|---|
| Available-for-sale investments | 9,492 | - | - | - | - | 9,492 |
| Fair value through income | 127 | - | - | - | - | 127 |
| Derivative instruments | 158 | - | - | - | - | 158 |
| Loans and receivables | 9,872 | - | - | - | - | 9,872 |
| Reinsurance assets | 1,251 | - | - | - | - | 1,251 |
| Insurance receivables | 3,886 | 253 | 62 | 17 | 41 | 4,259 |
| Taxes receivable | 47 | - | - | - | - | 47 |
| Other accounts receivable | 391 | - | - | - | - | 391 |
| Cash and cash equivalents | 1,281 | - | - | - | - | 1,281 |
| TOTAL | 26,505 | 253 | 62 | 17 | 41 | 26,878 |
Financial assets have been aged within the above aging analysis according to their original due date. The due date for each of these instruments may vary dependent 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, dependent on the existence of a redemption date.
Impairment information relating to financial assets is included in Note 6 - Investments, Note 7 - Loans and receivables, and Note 10 - Accounts receivables and debts with cedants and retrocessionaires and Note 20 - Investment income.
SCOR needs liquidity to pay its operating expenses, interest on its debt and dividends on its capital stock, 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 insurance premiums, cash flow 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. Additional information on the Group's liquid assets is included in Note 6 – Insurance Business Investments.
Some facilities SCOR uses to grant letters of credit to cedants 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. 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. Additional information on SCOR's letter of credit facilities is included in 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 the price of its securities.
Additional information on the timing of repayments is included in this note.
(a) Maturity profiles
(i) SCOR Global P&C
The technical reserves of SCOR Global P&C are established on an undiscounted basis (except workers compensation). 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 2012 | 3,624 | 3,584 | 2,729 | 2,602 | 12,539 |
| As at 31 December 2011 | 3,598 | 3,223 | 2,716 | 2,581 | 12,118 |
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 held are used to offset the amounts settled between SCOR and its cedants, funds held to cover the life insurance liabilities in the table below mature at the same date as the respective life insurance liabilities.
Life claim reserves are predominantly paid out within zero to five years.
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 2012 | 1,883 | 962 | 1,071 | 7,237 | 11,153 |
| As at 31 December 2011 | 1,864 | 953 | 1,061 | 7,166 | 11,044 |
Maturity profiles have been prepared based on undiscounted contractual maturities and include contractual interest payments. 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 "more than 5 years" due to an absence of a maturity date. Of the amounts below, EUR 179 million (1) (2011: EUR 253 million) relates to variable rate debt.
| At 31 December 2012 | Debt maturity profiles | |||||||
|---|---|---|---|---|---|---|---|---|
| In EUR million | Interest rate ranges |
Less than 1 year |
Between 1 to 5 years |
Greater than 5 years(2) |
TOTAL | |||
| Subordinated debt | 2.11% - 6.98% | 70 | 244 | 1,257 | 1,571 | |||
| Other financial debt | 3.43% - 4.47% | 72 | 159 | 269 | 500 | |||
| TOTAL | 142 | 403 | 1,526 | 2,071 |
| At 31 December 2011 | Debt maturity profiles | ||||||
|---|---|---|---|---|---|---|---|
| In EUR million | Interest rate ranges |
Less than 1 year |
Between 1 to 5 years |
Greater than 5 years (2) |
TOTAL | ||
| Subordinated debt | 2.38% - 6.98% | 57 | 222 | 1,022 | 1,301 | ||
| Other financial debt | 3.43% - 4.57% | 32 | 192 | 291 | 515 | ||
| TOTAL | 89 | 414 | 1,313 | 1,816 |
(1) This amount excludes subordinated perpetual debt which has been swapped from variable interest rate to fixed interest rate
(2) The interests for perpetual debt as at 31 December 2012 represent EUR 41 on a yearly basis (2011: EUR 33 million)
Maturity analyses of financial assets that are held for managing liquidity risk are presented within Note 6 - Insurance business investments.
The Group holds a finance lease which contains an option to purchase an investment property at the end of the lease term. The amount of the minimum payments and their discounted values are presented within Note 5 - Tangible assets and real estate investments. In addition, 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 real estate investments.
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. 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 Switzerland, the Americas, the U.K. and Asia Pacific. The shareholders' equity of these entities is denominated mainly in Euros, U.S. dollars, Canadian dollars or British pounds.
As a result, changes in the exchange rates used to convert foreign currencies into Euros, particularly the fluctuation of the U.S. 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 U.S. 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 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.
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 the price of its securities.
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 the Group's 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.
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.
Interest rate fluctuations have direct consequences on the market value of SCOR's fixed-income securities and therefore on the level of unrealized capital gains or losses of the fixed-income securities held in the Group's 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 the Group's return on equity objectives are not met. In addition, in these periods of declining interest rates, SCOR's fixed-income 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 SCOR holds. In the case of a need for cash the Group may be obliged to sell fixed income securities, possibly resulting in capital losses to the Group.
SCOR analyzes the impact of a major change in interest rates on each of its portfolios and at the global level and 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.
Financial debt is not carried at fair value. For the Group, interest rate risk is limited to the interest paid on variable rate debt.
The Group has certain life insurance contracts which are sensitive to fluctuations in interest rates.
Life
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.
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 no significant 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 SCOR's equity portfolio. Such impairment could affect the Group's net income.
SCOR's exposure to the equity market results both from direct purchases and through certain (re)insurance products including Guaranteed Minimum Death Benefit (GMDB) business.
Equity prices are likely to be affected by risks which affect all of the market (uncertainty on economic conditions in general, such as changes in GDP, inflation, 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 equity exposures - if it were to occur - which could adversely impact the Company's net income, cash flows, financial position and potentially, the price of its securities.
(ii) Valuation risk on insurance liabilities
Life
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 U.S. 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. However, included in the reserve calculation is a prudent margin for this fluctuation. Accordingly, there is no requirement for a material change in reserves in the event of a 10% change in equity values.
The Non-Life business is not sensitive to equity price risk.
(d) Sensitivity to market risk
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 annuity business of the Life operation in the U.S. was sold in 2011 and had no effect on the sensitivities as at 31 December 2011.
The interest sensitivities for profit & loss presented in the table below shows the impact of changes in fair value of financial assets at fair value through P&L held at closing date, and change in income on variable rate financial assets held at closing date, following an increase/decrease of interests of 100 basis points. An estimate of the impact on the future profit & loss following a change of 100bps 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 2012 market values would generate a future further impairment of equity securities of EUR 12 million (2011: EUR (7) million; 2010: nil). 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.
As previously mentioned, the Life and Non-Life business have minimal sensitivity to equity price movements.
The market sensitivities of the Group are estimated as follows:
| 31 December 2012 | 31 December 2011 | 31 December 2010 | ||||
|---|---|---|---|---|---|---|
| In EUR million | Income (2) (3) |
Equity (2) (3) | Income (2) (3) |
Equity (2) (3) | Income (2) (3) |
Equity (2) (3) |
| Interest +100 basis point | 10 | (203) | 9 | (187) | 8 | (198) |
| % of Equity | 0.2% | (4.2)% | 0.2% | (4.3)% | 0.2% | (4.6)% |
| Interest – 100 basis points | (10) | 144 | (9) | 154 | (8) | 174 |
| % of Equity | (0.2)% | 3.0% | (0.2)% | 3.5% | (0.2)% | 4.0% |
| Equity markets +10% (1) | 4 | 54 | - | 50 | - | 75 |
| % of Equity | 0.1% | 1.1% | - | 1.1% | - | 1.7% |
| Equity markets -10% (1) | (15) | (54) | (7) | (50) | - | (70) |
| % of Equity | (0.3)% | (1.1)% | (0.2)% | (1.1)% | - | (1.6)% |
(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 independently to the amount of impairment recognized in the profit and loss account. (3) Net of tax at an estimated average rate of 30% in 2012 (27% in 2011 and 28% in 2010).
(iii) Currency risk
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.
In addition, since 2009 the Group entered into net investment hedges to reduce its exposure to variations in the net assets of USD functional currency subsidiaries. These hedges resulted in a total negative foreign exchange impact of EUR 13 million within equity in 2012 (2011: EUR 13 million and 2010: EUR 22 million). As at 31 December 2012, the Group does have one hedge of net investment remaining in place. See Note 8 - Derivatives instruments.
The Group recognized a net foreign exchange gain of EUR 23 million for the year ended 31 December 2012 (2011: gain of EUR 13 million and 2010: loss of EUR (15) 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 | 2012 | 2011 | 2010 | ||
| USD/EUR | +10% | 211 | 213 | 132 | ||
| % of Equity | 4.4% | 4.8% | 3.1% | |||
| USD/EUR | -10% | (211) | (213) | (132) | ||
| % of Equity | (4.4)% | (4.8)% | (3.1)% | |||
| GBP/EUR | +10% | 33 | 28 | 31 | ||
| % of Equity | 0.7% | 0.6% | 0.7% | |||
| GBP/EUR | -10% | (33) | (28) | (31) | ||
| % of Equity | (0.7)% | (0.6)% | (0.7)% |
(1) This analysis excludes the impact of hedging activity.
Following the approval of the settlement agreements by the competent jurisdictions in the United States and Europe (see Reference Document 2011 for more information) and at the expiration of the deadlines for opposition by the parties, these agreements have become final and will allow for stipulated distributions by the parties, withdrawn from a sequestered bank account in place at the time of the signing of the settlement agreements. The matter is therefore concluded for SCOR and has no further supplementary financial impact for SCOR.
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 NCC. 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 NCC has appealed the NA judgment to the Supreme Court (Tribunal Supremo). SCOR's lawyers are studying the arguments set forth in the appeal
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 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. All of the 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, are 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 2012 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.
In compliance with the assignment entrusted to us by your annual general meeting, we hereby report to you, for the year ended December 31, 2012, 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, 2012 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.
As a result of the persistence of a difficult economic and financial environment, choosing the economic assumptions underlying the close of the accounts of insurance and reinsurance organizations continues to be an especially complex exercise. In particular, future changes in interest rates could deviate significantly from those used and produce different direct and indirect effects. It is in this context that we have made our own assessments which we bring to your attention in accordance with the requirements of article L. 823-9 of the French commercial Code (Code de commerce).
The 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.
In the specific context of the financial crisis, 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.
The notes 1 - "(F) intangible assets", 3 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.
The 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 cash flows and the assumptions made. We have verified that the information described in note 1 - "(R) Taxes" to the consolidated financial statements is appropriate.
As stated in the notes 1 - "(B) Basis for preparation - Use of estimates", 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 audit work consisted in assessing the data and assumptions on which the estimates are based, in reviewing the company's calculations, in comparing estimations from prior periods with actual outcomes, and in examining senior management's procedures for approving these estimates.
Note 3 - "Acquisitions and disposals" to the consolidated financial statements describes the methods and assumptions used for the final valuation of net assets, and by comparison with the acquisition price, of the negative goodwill following the acquisition of Transamerica Re.
Our audit consisted of assessing the reasonableness of the assumptions used by the management and in verifying calculations leading to the company valuation.
Note 27 "Litigation" describes the litigation encountered by the group.
We examined the group's procedures to identify these risks, to evaluate and reflect them in the financial statements.
The notes 1 - "(O) pension obligations and related benefits" and 15 to the consolidated financial statements specify the valuation methods applied to pension obligations and other related obligations.
Our work consisted of assessing the data and assumptions used, reviewing the company's calculations and verifying that the information in the notes 1 - "(O) pension obligations and related benefits" and 15 to the consolidated financial statements are appropriate.
These assessments were made as part of our audit of the consolidated financial statements taken as a whole and therefore served in forming our audit opinion 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 5, 2013
The statutory auditors French original signed by
MAZARS ERNST & YOUNG Audit
Antoine Esquieu Michel Barbet-Massin 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 by the Chairman of the Board of Directors on the conditions for the preparation and organization of the work of the Board of Directors and on internal control procedures, pursuant to Article L. 225-37 of the French Commercial Code, featured in Appendix B, has been the subject of a report by the SCOR statutory auditors, which is also included in Appendix B.
The third-party agreements executed in 2012 or continued during 2012, 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 2012, 2011 and 2010, included respectively in Appendix A of this Registration Document, in appendix A of the Registration Document filed with the Autorité des marches financiers on 8 March 2012 under the number D.12-0140 and in appendix A of the Registration Document filed with the Autorité des marchés financiers on 8 March 2011 under the number D.11-0103 with the Autorité des marches 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 marches financiers on 8 March 2012 under the number D.12-0140 and in appendix A of the registration document filed with the Autorité des marchés financiers on 8 March 2011 under the number D.11-0103 with the Autorité des marches financiers.
The paragraphs 3, 4 and 5 of the management report published in appendix D of this reference 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 statuory auditors whose report is presented in appendix D.
Not applicable.
31 December 2012.
The resolution to be presented to the Annual General Meeting to approve, during the first half of 2013, the accounts for the financial year 2012, sets out the distribution of a dividend of EUR 1.20 per share for the financial year 2012. 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 2011.
ADDITIONAL INFORMATION
| 21.1 | Share capital | 293 |
|---|---|---|
| 21.2 | Charter and Bylaws | 301 |
| Date | Amount of capital subscribed (In EUR) |
Number of shares outstanding |
|---|---|---|
| 2 March 2010 | 1,457,885,613.93 | 185,081,978 |
| 28 July 2010 | 1,478,740,032 | 187,729,495 |
| 31 December 2010 | 1,478,740,032 (1) | 187,729,495 (1) |
| 7 March 2011 | 1,478,740,032 | 187,729,495 |
| 11 July 2011 | 1,512,224,741.93 | 191,980,457 |
| 31 December 2011 | 1,512,224,741.93 | 191,980,457(2) |
| 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(3) |
| 05 March 2013 | 1,516,681,107.50 | 192,546,203 |
The holders of bonds convertible and/or exchangeable into new or existing SCOR shares (OCEANEs) had the option until 22 December 2009 included to exercise their share allotment right at rate of 0.117 SCOR share for each OCEANE exercised. On 23 December 2009, the Company acknowledged the conversion of 7,987,792 OCEANEs, resulting in the creation of 934,576 new SCOR shares. The OCEANEs non-exercised were reimbursed in cash on 4 January 2010. In compliance with Article L. 225-149 of the French Commercial Code, the Board of Directors, on 2 March 2010, acknowledged that 934,576 shares of a nominal value of EUR 7.8769723 each have been created on 31 December 2009 and that it resulted in an increase in capital of a total nominal amount of EUR 7,361,629.26 to the benefit of the holders of OCEANEs. The Board of Directors also brought the necessary amendments to the bylaws provisions relating to the share capital and to the number of shares composing it.
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated 18 May 2004, in its fourth 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 2 March 2010, the capital increase of EUR 84,322.99 by creation of 10,705 shares with a nominal value of EUR 7.8769723 each.
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company dated 15 April 2009, in its twenty-first resolution to authorize the Board to reduce the share capital by cancellation of treasury shares, the Board of Directors of SCOR SE decided on 2 March 2010 the share capital reduction of EUR 1,116,623.84 by cancellation of 141,758 new treasury shares with a nominal value of EUR 7.8769723 each. The reason for such decision of capital reduction is to avoid any dilutive effect of the exercise of stock-options upon the share capital. Therefore, any issuance of shares due to the exercise of stock-options is, from time to time, neutralized by the cancellation of the exact same amount of treasury shares.
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated 18 May 2004, in its fourth 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 28 July 2010, the capital increase of EUR 540,699.01 by creation of 68,643 shares with a nominal value of EUR 7.8769723 each.
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company dated 28 April 2010, in its eighteenth resolution to authorize the Board to reduce the share capital by cancellation of treasury shares, the Board of
(1) This figure corresponds to the share capital and to the number of shares as acknowledged by the Board of Directors on 28 July 2010, and stated in the by-laws of the Company as at 31 December 2010. It does not take into account the shares that could have been issued between 28 July 2010 and 31 December 2010 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
(2) This figure corresponds to the share capital and to the number of shares as acknowledged by the Board of Directors on 27 July 2011, and stated in the by-laws of the Company as at 31 December 2011. It does not take into account the shares that could have been issued between 7 March and 31 December 2011 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
(3) This figure corresponds to the share capital and to the number of shares as acknowledged by the Board of Directors on 3 May 2012 and stated in the by-laws of the Company as at 31 December 2012. It does not take into account the shares that could have been issued between 3 May 2012 and 31 December 2012 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 ans shareholders' equity.
Directors of SCOR SE decided on 28 July 2010 the share capital reduction of EUR 540,699.01 by cancellation of 68,643 new treasury shares with a nominal value of EUR 7.8769723 each. The reason for such decision of capital reduction is to avoid any dilutive effect of the exercise of stock-options upon the share capital. Therefore, any issuance of shares due to the exercise of stock-options is, from time to time, neutralized by the cancellation of the exact same amount of treasury shares.
Pursuant to the decision of the Ordinary Shareholders General Meeting of the Company dated 28 April 2010, in its second resolution, to distribute, for the 2009 fiscal year, a dividend of one Euro (EUR 1) per share and in its third resolution to offer each shareholder the option to choose between the payment of a dividend in cash or in new shares to be set at a price equal to 90% of the volume-weighted average price quoted during the twenty trading days preceding the date of this General Shareholders' Meeting, less the net amount of the dividend, rounded up to the nearest cent, i.e., EUR 15.96 per share (including EUR 7.8769723 of nominal value and EUR 8.0830277 of issuance premium, the Board of Directors acknowledged, on 28 July 2010 :
According to the decision of the Extraordinary Shareholders General Meeting 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 7 March 2011, the capital increase of EUR 1,155,260.40 by creation of 146,663 shares with a nominal value of EUR 7.8769723 each.
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company on 28 April 2010, in its eighteenth resolution to authorize the Board to reduce the share capital by cancellation of treasury shares, the Board of Directors of SCOR SE decided on 7 March 2011 the share capital reduction of EUR 1,155,260.40 by cancellation of 146,663 new treasury shares with a nominal value of EUR 7.8769723 each. The reason for such decision of capital reduction is to avoid any dilutive effect of the exercise of stock-options upon the share capital. Therefore, any issuance of shares due to the exercise of stock-options is, from time to time, neutralized by the cancellation of the exact same amount of treasury shares.
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company dated 28 April 2010, in its seventeenth resolution to authorize the Board to grant the issuance of shares and/or of securities granting access to capital or giving entitlement to a debt instrument, with cancellation of preferential subscription rights, reserved for one category of entities, insuring the underwriting of the company's equity securities, SCOR SE decided, on 5 July 2011, to issue a drawdown notice of EUR 75 million under the contingent capital facility placed at its disposal by UBS whom exercised the adequate number of warrants on 11 July 2011 creating the issuance of 4,250,962 new ordinary shares, each of a nominal value of EUR 7.8769723. On 27 July 2011, le Board of Directors of SCOR SE acknowledged that the share capital of the company amounted to EUR 1,512,224,741.93.
According to the decision of the Extraordinary Shareholders General Meeting 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 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 decision of the Extraordinary Shareholders General Meeting 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, dived 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.
As a result, on the date of the Registration Document, the registered share capital of SCOR SE is EUR 1,516,681,107.50 divided into 192,546,203 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.
| Issuance of warrants |
At 31 Dec. 2011 |
At 31 Dec. 2012 |
On the date of the Registration Document |
Date of availability of the warrants |
Expiration date |
|---|---|---|---|---|---|
| 17 Dec. 2010 | 14,791,886 | 819,8,9,81 | 18,910,012 | 1 Jan. 2011 | 31 Dec. 2013 |
| Stock option plans |
At 31 Dec. 2011 |
At 31 Dec. 2012 |
On the date of the Registration Document |
Date of availability of options |
Expiration date |
| 28 Feb 2003 | 102,799 | 101,579 | 8,8910, | 28 Feb 2007 | 28 Feb 2013 |
| 3 June 2003 | 129,316 | 811912, | 811912, | 3 June 2007 | 3 June 2013 |
| 25 Aug 2004 | 163,120 | 125,604 | 125,604 | 26 Aug 2008 | 26 Aug 2014 |
| 16 Sept 2005 | 416,569 | 78,9210 | 78,9210 | 16 Sept 2009 | 16 Sept 2015 |
| 14 Sept 2006 | 675,000 | 101917, | 101917, | 15 Sept 2010 | 15 Sept 2016 |
| 14 Dec 2006 | 147,500 | 8219,,, | 145,000 | 15 Dec 2010 | 15 Dec 2016 |
| 13 Sept 2007 | 1,197,000 | 89,8191,, | 89,8191,, | 13 Sept 2011 | 13 Sept 2017 |
| 22 May 2008 | 279,000 | 10,9,,, | 10,9,,, | 22 May 2012 | 22 May 2018 |
| 10 Sept 2008 | 1,081,000 | 1519,1, | 1519,1, | 10 Sept 2012 | 10 Sept 2018 |
| 23 March 2009 | 1,347,500 | 8971591,, | 8971591,, | 23 March 2013 | 23 March 2019 |
| 25 Nov. 2009 | 81,000 | 719,,, | 719,,, | 25 Nov. 2013 | 25 Nov. 2019 |
| 18 March 2010 | 1,330,500 | 8911591,, | 1,256,500 | 19 March 2014 | 19 March 2020 |
| 12 Oct. 2010 | 36,500 | 7191,, | 7191,, | 13 Oct. 2014 | 13 Oct. 2020 |
| 22 March 2011 | 701,500 | 51,91,, | 51,91,, | 23 March 2015 | 23 March 2021 |
| 1 Sept 2011 | 308,500 | 7,191,, | 7,191,, | 2 Sept 2015 | 2 Sept 2021 |
| 23 March 2012 | - | ,719,,, | ,719,,, | 24 March 2016 | 24 March 2022 |
| Total | 22,788,690 | 27,004,042 | 27,004,042 |
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 17 December 2010.
| Delegation of powers granted by the Extraordinary Shareholders' Meeting of 3 May 2012 | |
|---|---|
| 10th resolution (Delegation of powers to the Board of Directors for the | 25,390,466 shares (3 May 2012) |
| purpose of deciding upon the incorporation of profits, reserves or premiums | 25,390,466 shares |
| into the share capital) | (Date of the Registration Document) |
| 11th resolution (Delegation of authority granted to the Board of Directors for | 76,171,399 shares (3 May 2012) |
| the purpose of deciding on the issuance of shares and/or of securities | 76,171,399 shares |
| granting access to capital or giving entitlement to a debt instrument, without | (Date of the Registration Document) |
| cancellation of preferential subscription rights) | |
| 12th resolution (Delegation of authority granted to the Board of Directors for the purpose of deciding on the issuance of shares and/or of securities |
28,797,000 shares (3 May 2012) |
| granting access to capital or giving entitlement to a debt instrument, with | 28,797,000 shares |
| cancellation of preferential subscription rights) | (Date of the Registration Document) |
| 13th resolution (Delegation of authority granted to the Board of Directors for | |
| the purpose of making determinations with respect to the issuance, in the | 63,476,165 shares (3 May 2012) |
| context of an offer of shares and/or of securities granting access to capital or | 63,476,165 shares |
| entitling the holder to a debt instrument, with cancellation of preferential | (Date of the Registration Document) |
| subscription rights) | |
| 14th resolution (Delegation of authority granted to the Board of Directors for | |
| the purpose of making determinations with respect to the issuance of shares and/or securities granting access to the Company's capital or entitling the |
28,797,000 shares (3 May 2012) |
| holder to a debt instrument, as remuneration for shares contributed to the | 28,797,000 shares |
| Company in the context of any public exchange offer launched by the | (Date of the Registration Document) |
| Company) | |
| 15th resolution (Authorization 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 (3 May 2012) |
| 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) | |
| Authorizations for share issues granted by the Extraordinary Shareholders' Meeting of 3 May 2012 | |
| 16th resolution (Authorization granted to the Board of Directors for the | This resolution can only be used with |
| purpose of increasing the number of shares issued in accordance with 11th | the11th and 12th resolutions and is in |
| and 12th resolutions in the event of over-subscription to the share capital | any case capped by the 21st |
| increase, with or without cancellation of preferential subscription rights) | resolution |
| 1,000,000 shares ( 3 May 2012) | |
| 18th resolution (Authority to issue shares for stock option plans) | 1,000,000 shares |
| (Date of the Registration Document) | |
| 19th resolution (Authority to issue shares under free share allotment plans) | 4,000,000 shares (3 May 2012) 3,664,920 shares |
| (Date of the Registration Document) | |
| 3,000,000 shares (3 May 2012) | |
| 20th resolution (Share capital increase reserved for employees of the Group) | 3 000 000 shares |
| (Date of the Registration Document) | |
| 109,561,865 shares (3 May 2012) | |
| 21st resolution (Aggregate ceilings of the capital increases) | 109,561,865 shares |
| (Date of the Registration Document) | |
| TOTAL | 109, 561,865 shares (3 May 2012) 109,226,785 shares |
Except for the delegation granted pursuant to the 20th resolution, which is granted for an eighteen (18) months duration, the delegations of powers granted by the Shareholders' Meeting of 3 May 2012 are each granted for a twenty-six (26) months duration as from the date of the Shareholders' Meeting, i.e. until 3 July 2014, date on which it will be deemed expired if the Board of Directors did not use it.
Except for the authorisation granted pursuant to the 16th resolution, which is granted for a twenty-six (26) months duration, the authorizations granted by the Shareholders' Meeting of 3 Mai 2012 are each granted for an eighteen (18) months duration as from the date of the Shareholders' Meeting, i.e. until 3 November 2013, 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 155,140,839.
21.1.2 EXISTENCE OF NON-EQUITY SHARES
The description of the stock buyback program implemented under the 8th resolution of the Annual Shareholders' Meeting of 3 May 2012 was published by the Company on 3 May 2012. The report of the Board of Directors of the Company to the Annual Shareholders' Meeting to be held in the first half of 2013 on the use of the 8th 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 3 May and 31 December 2012, to:
On 31 December 2012, SCOR held 8,930,686 shares compared with 7,262,600 shares at 31 December 2011. The par value of these treasury shares is EUR 70,346,766.24 and their book value is EUR 162,638,941.19.
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 2012 | 18.53 | 17.07 | 21,756.74 | 927,602 | 388,364 |
| February 2012 | 19.57 | 17.73 | 7,787.53 | 505,958 | 300,707 |
| March 2012 | 20.25 | 16.02 | 3,875.89 | 368,453 | 972,578 |
| April 2012 | 19.91 | 19.47 | 12,814.49 | 759,361 | 277,365 |
| May 2012 | 18.68 | 16.77 | 18,356.85 | 1,222,510 | 725,194 |
| June 2012 | 17.80 | 18.54 | 8,731.11 | 662,326 | 263,439 |
| July 2012 | 19.21 | 17.90 | 2,231.10 | 441,830 | 276,315 |
| August 2012 | 19.45 | 15.31 | 1,452.17 | 272,503 | 976,803 |
| September 2012 | 19.94 | 19.22 | 14,126.19 | 494,584 | 238,063 |
| October 2012 | 20.72 | 19.08 | 0.00 | 202,650 | 251,324 |
| November 2012 | 20.16 | 20.10 | 9,527.68 | 367,437 | 241,843 |
| December 2012 | 20.47 | 20.68 | 28,026.34 | 567,223 | 212,356 |
| Objective | Number of shares as at 31/12/2012 |
Reallocation during the financial year |
Nominal value In EUR |
Percentage of share capital |
|---|---|---|---|---|
| 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 |
301,341 | - | 2,373,654.71 | 0,16% |
| 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 |
8,629,345 | - | 67,973,111.53 | 4,48% |
| 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 |
- | - | - | - |
In the context of a contingent capital arrangement program, SCOR issued 9,521,424 warrants ("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.
On 5 July 2011, SCOR drew EUR 75 million under the contingent capital facility due to the exceptional first quarter natural catastrophe events. UBS exercised the number of warrants required for the issuance and subscription by it of new SCOR shares in an aggregate amount of EUR 75 million and informed SCOR that it had placed the corresponding shares with investors in a private placement.
SCOR issued 4,250,962 new ordinary shares on 11 July 2011 at an issuance price of EUR 17.643 per share (the exercise price of the warrants). These shares have been subscribed in full by UBS.
The tranche not triggered had no impact on the dilutive earning per share, as the related increase in capital may never take place.
On 16 May 2012, SCOR signed a new natural catastrophe financial coverage facility in the form of a contingent capital equity line with UBS with the issuance of Warrants. The entire shares issued on 16 May 2012 have been fully subscribed by UBS. This new facility is an extension of its existing 2010 contingent capital equity line. Under this new equity line, SCOR benefits from an additional EUR 75 million financial coverage, thereby increasing its existing contingent capital equity line from EUR 75 million to EUR 150 million.
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 | ||||||
| Issue price |
Share capital | Additional paid-in capital |
Successive amounts of capital |
Cumulative number of shares |
||
| Change in capital | (in EUR) | Number | (in EUR) | (in EUR) | (in EUR) | |
| 31/12/2009 | 1,458,917,914 | 185,213,031 | ||||
| Exercise of subscription option | 10.90 | 10,705 | 84,322.99 | 32,361.51 | ||
| Cancellation of treasury shares | N/A | 141,758 | 1,116,623.84 | None | ||
| Exercise of subscription option | 10.90 | 68,643 | 540,699.01 | 207,509.69 | ||
| Cancellation of treasury shares | N/A | 68,643 | 540,699.01 | None | ||
| Payment of the dividend in shares |
15.96 | 2,647,517 | 20,854,418.07 | 21,399,953.25 | ||
| 31/12/2010 | 1,479,259,172 | 187,795,401 | ||||
| Exercise of subscription option | 10.9 | 22,671 | 178,578.84 | 68,535.06 | ||
| Exercise of subscription option | 15.9 | 48,587 | 382,718.45 | 389,814.85 | ||
| Exercise of subscription option | 18.3 | 42,345 | 333,550.39 | 441,363.11 | ||
| Cancellation of treasury shares | N/A | 146,663 | 1,155,260.39 | None | ||
| Exercise of subscription option | 17.58 | 8,000 | 63,015.78 | 77,624.22 | ||
| Exercise of Warrants | 17.64 4,250,962 | 33,484,709.92 | 41,502,259.76 | |||
| 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 | Néant | ||
| Exercise of subscription option | 17.58 | 188,500 | 1,484,809;28 | 1,829,020.72 | ||
| Exercise of subscription option | 15.63 | 193,550 | 1,52, 587.99 | 1,500,598.51 | ||
| 31/12/2012 | 1,515,405,164 | 192,384,219 |
For further detail please refer to Section 20.1.6.13 - Notes to the Consolidated financial statements, Note 13 - Information on share capital, capital management, regulatory framework and shareholders' equity and to Appendix A - Notes to the Corporate Financial Statements, Note 5 - Shareholders' Equity.
<-- PDF CHUNK SEPARATOR -->
As set forth in Article 3 of the bylaws (statuts), our corporate purpose includes the following:
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.
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 disinterested 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.
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, 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 SHARESVOTING RIGHTS (ARTICLES 8 AND 19 OF THE COMPANY'S BYLAWS)
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.
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 ("dematerialisation") 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 shareholder's request, through such shareholder's 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 who 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 effected, 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-residents or non-French shareholders to own securities of a French reinsurance company or to exercise the voting rights attached to such securities.
A French law dated 14 February 1996 abolished the requirement that a person who is not a resident of the EU needs to obtain a preliminary authorization ("autorisation préalable") prior to acquiring a controlling interest in a French company, except under special circumstances.
Under current French foreign direct investment regulations, a notice ("déclaration administrative") must be filed, however, with the French Ministry of the Economy in connection with (i) the acquisition by any person not residing in France or any group of non-French residents acting 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 or (ii) the acquisition of the Ordinary Shares or voting rights of the Company by a French company in respect of which more than 33.33% of its shares or its voting rights are held by a person not residing in France or a group of non-French residents acting in concert if such acquisition results in the ownership by the foreign controlled French company of more than 33.33% of our outstanding shares or voting rights.
The rights of shareholders are set forth in the bylaws of the Company. Under Article L.225-96 par. 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 30 June 2011, 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 our share capital (computed on the basis of a formula related to capitalization which on the basis of our outstanding share capital as at 30 June 2011, 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 30 June 2011, 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 third 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 third 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 favour 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 3:00 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.
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 ACP 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 ACP 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 ACP, 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 ACP 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 ACP 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 our 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.
None.
THIRD-PARTY INFORMATION AND STATEMENTS BY EXPERTS AND DECLARATIONS OF ANY INTEREST
| 23.1 | Expert's report | 313 |
|---|---|---|
| 23.2 | Information from third parties | 313 |
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 list of information published by SCOR within the last 12 months (from 9 March 2012 to 6 March 2013) is shown in Section 28 – Published Information. The information quoted therein is available for downloading from the following sites:
As concerns the holdings held directly by SCOR, refer to:
As at 31 December 2012, 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.
| Type of | % | Share capital issued in |
Reserves (In EUR |
Operating income after tax (in EUR |
Value of holding (in EUR |
Amount remaining for the purchase of the shares (in EUR |
Amount of dividends received (in EUR |
Amount of liabilities due to SCOR (-) and by SCOR (+) (in EUR |
|
|---|---|---|---|---|---|---|---|---|---|
| business | Capital | million | million) | million) | million) | million) | million) | million) | |
| SCOR Switzerland AG |
Reassurance | 100% | 174 | 820 | 8 | 1,256 | - | - | -5 |
| SCOR International Reinsurance |
Reassurance | 100% | 1 | 631 | -3 | 538 | - | 82 | -1 |
| Scor Reinsurance |
|||||||||
| Company | Reassurance | 100% | 4 | 647 | 4 | 644 | - | - | -3 |
| TOTAL | 179 | 2,098 | 9 | 2,438 | - | 82 | -9 |
Not applicable.
Refer to Section 20.1.6 – Consolidated financial statements, Note 22 – Other operating and administrative expenses for the detail of audit fees.
| 28.1 | Information published on the Autorité des Marchés Financiers (AMF) website (www.amf-france.org) |
324 |
|---|---|---|
| 28.2 | Information published in the Bulletin des Annonces Légales Obligatoires (BALO) [Bulletin of required legal notices publications] (www.journal officiel.gouv.fr/balo/index.php) |
324 |
| 28.3 | Information published on SCOR's company website (www.scor.com) |
325 |
| 28.4 | Information published on NYSE Euronext's website (www.euronext.com) |
327 |
| 28.5 | Information published on the Info Financières website (www.info financière.fr/search.php.com) |
327 |
| Date | Subject |
|---|---|
| 9 October 2012 | Disclosure of trading in the Company's shares by members of the Board of Directors (Daniel Valot)) |
| 5 October 2012 | Disclosure of trading in the Company's shares by members of the Board of Directors (Malakoff Mederic Prevoyance) |
| 28 September 2012 | Disclosure of trading in the Company's shares by members of the Board of Directors (Malakoff Mederic Prevoyance) |
| 25 September 2012 | Disclosure of trading in the Company's shares by members of the Board of Directors (Guylaine Saucier) |
| 24 September 2012 | Disclosure of trading in the Company's shares by members of the Board of Directors (Daniel Lebegue) |
| 21 September 2012 | Disclosure of trading in the Company's shares by members of the Board of Directors (Georges Chodron de Courcel) |
| 21 September 2012 | Disclosure of trading in the Company's shares by members of the Board of Directors (Claude Tendil) |
| 21 September 2012 | Disclosure of trading in the Company's shares by members of the Board of Directors (Jean Claude Seys) |
| 20 September 2012 | Disclosure of trading in the Company's shares by members of the Board of Directors (Peter Eckert) |
| 20 September 2012 | Disclosure of trading in the Company's shares by members of the Board of Directors (Monica Mondardini) |
| 6 July 2012 | Declaration of Threshold (Article L. 233-7 of the French Code of Commerce) |
| 8 March 2012 | Registration document |
| Date | Subject |
|---|---|
| 16 May 2012 | Periodical publications - Approval of the financial statements for the financial year 2011 by the Ordinary and Extraordinary General Meeting of the Shareholders held on 3 May 2012 and allocation of income |
| 18 April 2012 | Notices of meeting - Notice of convening of the shareholders and securities holders to the Ordinary and Extraordinary General Meeting of the Shareholders of 3 May 2012 |
| 28 March 2012 | Notices of meeting - Notice of meeting of the shareholders and securities holders to the Ordinary and Extraordinary General Meeting of the Shareholders of 3 May 2012 |
All press releases and offering circulars published on the AMF site (Section 28.1) are simultaneously published on SCOR's website. The following were published on the SCOR's website:
| Date | Subject |
|---|---|
| 4 March 2013 | Scor Global Life completes a major transaction in Spain |
| 7 February 2013 | Scor Global P&C records solid renewals- Press release |
| 10 January 2013 | Half_year statement of the liquidity contract between SCOR SE and EXANE BNP Paribas - Press release |
| 20 December 2012 | Launch of the SCOR Corporate Foundation for Science - Press release |
| 7 December 2012 | 2012 Actuarial awards: SCOR further reinforces its support for the development of actuarial science - Press release |
| 4 December 2012 | Disclosure of trading in own shares (out of the liquidity agreement) made from 1 November to 30 November 2012 |
| 4 December 2012 | Number of voting rights as at 30 November 2012 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 223-16 of the General Regulation of the "Autorité des Marchés Financiers" |
| 13 November 2012 | SCOR records net income of EUR 318 million for the first nine months of 2012, confirming the strength of its business model - Press release |
| 7 November 2012 | Disclosure of trading in own shares (out of the liquidity agreement) made from 1 October to 31 October 2012 |
| 5 November 2012 | SCOR launches a new catastrophe bond programme, Atlas Reinsurance VII - Press release |
| 5 November 2012 | Number of voting rights as at 31 October 2012 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 223-16 of the General Regulation of the "Autorité des Marchés Financiers" |
| 22 October 2012 | Number of voting rights as at 30 September 2012 (Correction)- Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers |
| 2 October 2012 | Disclosure of trading in own shares (out of the liquidity agreement) made from 1 September to 30 September 2012 |
| 2 October 2012 | Number of voting rights as at 30 September 2012 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers |
| 2 October 2012 | SCOR reinforces its central functions - Press release |
| 24 September 2012 | SCOR successfully increases its recently placed perpetual subordinated notes by CHF 65 million to a cumulated issuance of CHF 315 million, following strong market demand - Press release |
| 20 September 2012 | SCOR receives two "Global Awards" - Press release |
| 14 September 2012 | SCOR is included in the ASPI Eurozone® index - Press release |
| 10 September 2012 | SCOR successfully places CHF 250 million perpetual subordinated notes - Press release |
| 7 September 2012 | SCOR and its management receive two prestigious prizes, awarded by insurance and reinsurance professionals - Press release |
| 6 September 2012 | SCOR Investors' Day 2012: "Strong Momentum" season 3 - Press release |
| 2 September 2012 | Disclosure of trading in own shares (out of the liquidity agreement) made from 1 August to 31 August 2012 |
| 2 September 2012 | Number of voting rights as at 31 August 2012 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers |
| 2 August 2012 | Disclosure of trading in own shares (out of the liquidity agreement) made from 1 July to 31 July 2012 |
| 2 August 2012 | Number of voting rights as at 31 July 2012 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des |
| Date | Subject |
|---|---|
| Marchés Financiers | |
| 27 July 2012 | In a challenging environment, SCOR announces the publication of its interim financial report for the six months ending 30 June 2012 - Press release |
| 27 July 2012 | SCOR meets its targets and records net income of EUR 206 million in the first half 2012 - Press release |
| 24 July 2012 | SCOR achieves a strong performance with 24% premium growth and a 3% price increase during the June-July P&C renewals - Press release |
| 6 July 2012 | Half-year statement of the liquidity contract between SCOR SE and EXANE BNP Paribas - Press release |
| 5 July 2012 | SCOR is elected "Reinsurance Company of the Year" - Press release |
| 3 July 2012 | Disclosure of trading in own shares (out of the liquidity agreement) made from 1 June to 30 June 2012 |
| 3 July 2012 | Number of voting rights as at 30 June 2012 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers |
| 25 June 2012 | SCOR is a founding signatory of the Principles for Sustainable Insurance (PSI) - Press release |
| 5 June 2012 | Standard & Poor's upgrades SCOR to "A+" - Press release |
| 1 June 2012 | Disclosure of trading in own shares (out of the liquidity agreement) made from 4 May to 31 May 2012 |
| 1 June 2012 | Number of voting rights as at 31 May 2012 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers |
| 16 May 2012 | SCOR actively pursues its capital shield strategy by extending its innovative contingent capital solution by EUR 75 million - Press release |
| 9 May 2012 | Moody's upgrades SCOR's insurance financial strength ratings to A1 - Press release |
| 9 May 2012 | Disclosure of trading in own shares (out of the liquidity agreement) made from 1 April to 3 May 2012 |
| 9 May 2012 | Number of voting rights as at 3 May 2012 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers |
| 3 May 2012 | SCOR's combined general meeting of 3 May 2012 adopts all the proposed resolutions - Press release |
| 3 May 2012 | SCOR Global Life embedded value reaches EUR 3.3 billion 2011 (EUR 18.0 per share), continuing to provide the SCOR group with significant earnings and strong capital repatriation - Press release |
| 3 May 2012 | SCOR records net income of EUR 104 million in the 1st quarter 2012, confirming the dynamism of its franchise - SCOR Global Life embedded value grows by 50% to EUR 3.3 billion - Press release |
| 2 May 2012 | A.M. Best upgrades SCOR's issuer credit rating to "A+" - Press release |
| 26 April 2012 | Thanks to its very favourable positioning, SCOR Global P&C records a premium increase of 11% and a pricing increase of 7% during the 1 April renewals - Press release |
| 12 April 2012 | Combined Shareholders' Meeting of 3 May 2012 at 10:00 - Press release |
| 3 April 2012 | Disclosure of trading in own shares (out of the liquidity agreement) made from 1 March to 31 March 2012 |
| 3 April 2012 | Number of voting rights as at 31 March 2012 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers |
| 27 March 2012 | Combined Shareholder' Meeting of 3 May 2012 at 10:00 - Press release |
| 15 March 2012 | Fitch upgrades SCOR's rating to "A+" - Press release |
| 8 March 2012 | SCOR announces the publication of its 2011 Registration Document - Press release |
All press releases and offering circulars published on the AMF site (Section 28.1) and on SCOR's web site (Section 28.3) are simultaneously published on NYSE-Euronext's website. In addition, the following were published on the NYSE-Euronext's website:
| Date | Subject |
|---|---|
| 5 June 2012 | Press release - Increase in the number of outstanding shares |
| 19 March 2012 | Press release - increase in the number of outstanding shares |
All press releases and offering circulars published on the AMF site (Section 28.1) and on SCOR's web site (Section 28.3) are simultaneously published on the Info-Financières' website. No other information has been published on the Info-Financières' website.
APPENDIX A: UNCONSOLIDATED CORPORATE FINANCIAL STATEMENTS OF SCOR SE
| 1.1 | Significant events of the year | 331 |
|---|---|---|
| 1.2 | Balance sheets | 332 |
| 1.3 | Income statements | 334 |
| 1.4 | Table of consolidated off-balance sheet commitments |
337 |
| 1.5 | Notes to the corporate financial statements |
338 |
| 1.6 | Certification of audit of historical financial information |
359 |
| 1.7 | Reconciliation of French GAAP to IFRS |
361 |
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 2012 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:
On 16 May 2012, SCOR SE signed a new natural catastrophe financial coverage facility in the form of a contingent capital equity line with UBS. This new facility is an extension of its existing 2010 contingent capital equity line. Under this new equity line, SCOR benefits from an additional EUR 75 million financial coverage from 1 January 2012 to 31 December 2013, thereby increasing its existing contingent capital equity line from EUR 75 million to EUR 150 million. See Section 3.6.7 – Financial debt and capital management.
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 on 24 September 2012. The settlement of the notes took place on 8 October 2012. The coupon has been set to 5.25% (until 2 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 crosscurrency 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.
During 2012, the Group re-purchased the entire tranche of its EUR 50 million perpetual subordinated Notes, at a price of 80%. The purchase price of this debt at a discount rate gave rise to a consolidated pre-tax profit of EUR 10 million.
The boards of PREVOYANCE RE and SCOR GLOBAL LIFE SE, both affiliates of SCOR SE, agreed that the two entities should be merged with effect from 1 January 2012. As a consequence, PREVOYANCE RE was dissolved and merged into SCOR GLOBAL LIFE SE and SCOR GLOBAL LIFE SE increased its share capital from EUR 274,540,000 to EUR 287,040,000, creating 1,250,000 new shares all subscribed to by SCOR SE.
| In EUR million | Gross balance |
Impairment and depreciation |
2012 Net |
2011 Net |
|
|---|---|---|---|---|---|
| Intangible assets | Note 3 | 4 | 1 | 3 | 4 |
| Investments | Notes 2 & 4 | 5,207 | 269 | 4,938 | 5,003 |
| Real estate investments | 151 | 1 | 150 | 155 | |
| Investments in associates | 4,875 | 262 | 4,613 | 4,697 | |
| Other investments | 181 | 6 | 175 | 151 | |
| Cash deposited with ceding companies | - | - | - | - | |
| Investments representing unit-linked | |||||
| contracts | Note 2 | - | - | - | - |
| Share of retrocessionaires in | |||||
| underwriting reserves | Note 4 | 5 | - | 5 | 5 |
| Reinsurance reserves (Life) | - | - | - | - | |
| Loss reserves (Life) | - | - | - | - | |
| Unearned premium reserves (Non-Life) | 1 | - | 1 | 2 | |
| Loss reserves (Non-Life) | 4 | - | 4 | 3 | |
| Other underwriting reserves (Non-Life) | - | - | - | - | |
| Accounts receivable | Note 4 | 305 | 7 | 298 | 346 |
| Accounts receivable from reinsurance | |||||
| transactions | 44 | - | 44 | 86 | |
| Other accounts receivable | 261 | 7 | 254 | 260 | |
| Other assets | Note 3 | 348 | 8 | 340 | 327 |
| Property, plant and equipment | 118 | 8 | 110 | 74 | |
| Cash and cash equivalents | 67 | - | 67 | 133 | |
| Treasury shares | 163 | - | 163 | 120 | |
| Accrued income and deferred charges | Note 4 | 1,949 | - | 1,949 | 1,841 |
| Due and accrued interest on rental income |
- | - | - | - | |
| Deferred acquisition costs – assumed (Non-Life) |
78 | - | 78 | 62 | |
| Reinsurance estimates – assumed | 1,855 | - | 1,855 | 1,743 | |
| Other accruals | 16 | - | 16 | 36 | |
| Bond redemption premiums | - | - | - | - | |
| TOTAL | 7 818 | 285 | 7 533 | 7,526 |
| In EUR million Shareholders' equity and reserves(1) |
Note 5 | 2012 2,632 |
2011 2,614 |
|---|---|---|---|
| Share capital | 1,515 | 1,513 | |
| Additional paid-in capital | 811 | 806 | |
| Revaluation reserves | - | - | |
| Unavailable reserve | - | - | |
| Other reserves | 53 | 41 | |
| Capitalization reserve | 3 | 3 | |
| Retained earnings | 27 | 4 | |
| Net income of the year | 208 | 235 | |
| Regulated reserves | 15 | 12 | |
| Other capital base | 1,067 | 854 | |
| Gross underwriting reserves | Note 4 | 3,273 | 3,114 |
| Reinsurance reserves (Life) | 484 | 535 | |
| Loss reserves (Life) | 202 | 178 | |
| Unearned premium reserves (Non-Life) | 280 | 254 | |
| Loss reserves (Non-Life) | 1,766 | 1,690 | |
| Other underwriting reserves (Non-Life) | 541 | 457 | |
| Equalization reserves (Non-Life) | - | - | |
| Underwriting reserves for unit-linked contracts | - | - | |
| Contingency reserves | Note 6 | 64 | 61 |
| Cash deposits received from retrocessionaires | Note 4 | - | - |
| Other liabilities | Note 4 | 497 | 882 |
| Liabilities arising from reinsurance operations | 1 | 7 | |
| Convertible bond issue | - | - | |
| Debts to credit institutions | - | 8 | |
| Negotiable debt securities issued by the company | - | - | |
| Other loans, deposits and guarantees received | 352 | 769 | |
| Other liabilities | 144 | 98 | |
| Deferred income and accrued expenses | Note 4 | - | 1 |
| Deferred commissions received from reinsurers (Non-Life) | - | - | |
| Reinsurance estimates – Retrocession | - | 1 | |
| Other accruals | - | - | |
| TOTAL | 7,533 | 7,526 |
(1) Data for financial years 2012 and 2011 are before appropriation of results
| Gross | Retroceded | 2012 net | 2011 net | |
|---|---|---|---|---|
| In EUR million | transactions | transactions | transactions | transactions |
| UNDERWRITING ACCOUNT, NON-LIFE | ||||
| Earned premiums | 859 | (11) | 848 | 704 |
| Written premiums | 884 | (10) | 874 | 771 |
| Change in unearned premiums | (25) | (1) | (26) | (67) |
| Allocated investment income | 82 | - | 82 | 123 |
| Other technical income | 107 | - | 107 | 101 |
| Claims expenses | (496) | - | (496) | (577) |
| Benefits and costs paid | (444) | - | (444) | (343) |
| Claims reserve expense | (52) | - | (52) | (234) |
| Expenses for increasing risk reserves | (84) | - | (84) | (38) |
| Acquisition and administration costs | (281) | - | (281) | (200) |
| Acquisition expenses | (253) | - | (253) | (183) |
| Administrative expenses | (28) | - | (28) | (19) |
| Commissions received from reinsurers | - | - | 2 | |
| Other underwriting expenses | (89) | - | (89) | (64) |
| Change in equalization reserves | - | - | - | - |
| Change in liquidity reserves | - | - | - | - |
| NON-LIFE UNDERWRITING INCOME (LOSS) | 98 | (11) | 87 | 49 |
| Gross | Retroceded | 2012 net | 2011 net | |
|---|---|---|---|---|
| In EUR million | transactions | transactions | transactions | transactions |
| UNDERWRITING ACCOUNT, LIFE | ||||
| Premiums | 361 | - | 361 | 352 |
| Investment revenues | 41 | - | 41 | 53 |
| Investment income | 37 | - | 37 | 28 |
| Other investment income | 4 | - | 4 | 23 |
| Realized gains | - | - | - | 2 |
| Unit-linked policy adjustments (capital gain) | - | - | - | - |
| Other technical income | 32 | - | 32 | 33 |
| Claims expenses | (314) | - | (314) | (205) |
| Benefits and costs paid | (276) | - | (276) | (186) |
| Claims reserve expense | (38) | - | (38) | (19) |
| Expenses for Life reinsurance and other | ||||
| underwriting reserves | 51 | - | 51 | (60) |
| Life reinsurance reserves | 51 | - | 51 | (60) |
| Unit-linked contract reserves | - | - | - | - |
| Other underwriting reserves | - | - | - | - |
| Acquisition and administration costs | (122) | - | (122) | (92) |
| Acquisition expenses | (114) | - | (114) | (86) |
| Administrative expenses | (8) | - | (8) | (6) |
| Commissions received from reinsurers | - | - | - | - |
| Investment expenses | (19) | - | (19) | (17) |
| Internal and external investment management expenses | ||||
| and interest expenses | (6) | - | (6) | (13) |
| Other investment expenses | (10) | - | (10) | (1) |
| Realized losses from investments | (3) | - | (3) | (3) |
| Unit-linked policy adjustments (capital loss) | - | - | - | - |
| Other underwriting expenses | (27) | - | (27) | (29) |
| Change in liquidity reserve | - | - | - | - |
| LIFE UNDERWRITING INCOME (LOSS) | 3 | - | 3 | 35 |
| 2012 net | 2011 net | ||
|---|---|---|---|
| In EUR million | transactions | transactions | |
| NON-UNDERWRITING ACCOUNT | |||
| Non-Life underwriting income | 87 | 49 | |
| Life underwriting income | 3 | 35 | |
| Investment revenues | 327 | 381 | |
| Investment income | 295 | 204 | |
| Other investment income | 31 | 163 | |
| Realized gains | 1 | 14 | |
| Investment expenses | (154) | (121) | |
| Internal and external investment management expenses and interest expense | (50) | (97) | |
| Other investment expenses | (84) | (5) | |
| Realized losses from investments | (20) | (19) | |
| Gains from transferred investments | (82) | (123) | |
| Other non-underwriting gains | - | - | |
| Other non-underwriting expenses | - | - | |
| Non-recurring gains | 17 | 6 | |
| Employee profit sharing | - | (1) | |
| Income taxes | 10 | 9 | |
| FINANCIAL YEAR RESULTS | 208 | 235 | |
| NET EARNINGS PER SHARE (in EUR) | 1.08 | 1.22 |
| Related | |||||
|---|---|---|---|---|---|
| In EUR million | companies | Other | 2012 | 2011 | |
| COMMITMENTS RECEIVED | Note 15 | 209 | 1,937 | 2,046 | 1,686 |
| Rate swaps | - | - | - | 60 | |
| Rate and currency swap (cross-currency swaps) | - | 796 | 796 | 528 | |
| Foreign currency forward purchases | 209 | 337 | 546 | 493 | |
| Letters of credit | - | 796 | 796 | 597 | |
| Endorsements and sureties | - | 8 | 8 | 8 | |
| COMMITMENTS GIVEN | Note 15 | 208 | 1,153 | 1,361 | 1,101 |
| Endorsements, sureties and credit guarantees given | - | 21 | 21 | 14 | |
| Endorsements, sureties | - | 16 | 16 | 8 | |
| Letters of credit | - | 5 | 5 | 6 | |
| Investment securities and assets acquired with commitment for resale |
- | - | - | - | |
| Other commitments on investment securities, assets | |||||
| or revenues | - | 771 | 771 | 580 | |
| Rate swaps | - | - | - | 60 | |
| Rate and currency swap (cross-currency swaps) | - | 771 | 771 | 511 | |
| Underwriting commitments | - | - | - | 9 | |
| Other commitments given | 208 | 361 | 569 | 507 | |
| Securities pledged to ceding companies | - | 21 | 21 | 16 | |
| Marketable securities pledged to financial institutions | - | - | - | 3 | |
| Contract termination indemnities | - | 7 | 7 | 8 | |
| Foreign currency forward sales | 208 | 333 | 541 | 480 | |
| COLLATERAL RECEIVED FROM |
RETROCESSIONAIRES - - - -
The financial statements for financial year 2012 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. Then, investments are valued based on the asset category and the length of time over which they are expected to be held.
The fair value of investments in associates is based on their value in use which is based on the utility of the investment to the Company, the 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, increased by 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 less than its historical cost, an analysis is conducted in order to determine if impairment is required. The assumptions and conclusions of this analysis, conducted as at 31 December 2012, are detailed in Section 2.1.
For real estate and financial (holding) companies, the fair value is calculated as the pro rata of the net assets increased for unrealized gains, net of tax. An impairment provision is recorded on a line-by-line basis when these values are less than 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, and for listed securities, corresponds to the share price on 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 line-byline 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 provision is recorded on a line-by-line basis for securities which are considered permanently impaired.
Bonds and other fixed-income securities are recorded at cost, excluding accrued interest. 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 provision is recorded for loans or other accounts receivable due in more than one year if the fair value is less than 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 Section 2.1.
Based on the calculations performed, no such reserve was required or recorded in the financial statements for 2012 and 2011.
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.
In Opinion n° 2008-17 dated 6 November 2008 relating to the accounting of stock option and share purchase and underwriting plans and free share allotment 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 the 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 pro rata of the estimated cost (calculated as the difference between the cost to acquire the shares and nil value) to which the pro rata of the expired period, from date of attribution, to the entire vesting period is applied.
This financial statement caption includes the various subordinated or unsubordinated bonds issued by the Company as described in Note 4.
Debt issuance costs are amortized over the life of the respective loan. Interest on financial debt is 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 in account "Reinsurance estimates - assumed".
Overall, the premiums recorded for the year (premiums reported in the accounts received from cedants 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 in account "Reinsurance estimates - retrocessions."
Cash deposits received from retrocessionaires are shown in liabilities on the balance sheet.
Securities pledged as collateral by reinsurers to guarantee their commitment are shown off balance sheet at their fair value.
Finite reinsurance treaties, as defined under article L310-1-1 of the French Insurance Code, have to be accounted for under provisions of opinion 2009-12 dated 1 October 2009 issued by the CNC (French accounting standard setter).
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 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 statement presentation, balance sheet amounts are converted into Euro using the end of period exchange rates or the rate of the closest date immediately prior to the end of the period.
As of 1 January 2008, SCOR applies 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 offbalance 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 depreciated to 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, Non-Life segment encompasses personal accident reinsurance in accordance with article A343-1 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. Any unrealized loss positions on swaps are recorded in the financial statements.
| GROSS BALANCES | Opening | Impact of foreign exchange on opening |
Acquisitions | Closing | |
|---|---|---|---|---|---|
| In EUR million | balances | balances | creations | Disposals | balances |
| Land | - | - | - | - | - |
| Buildings | - | - | - | - | - |
| Shares in and advances to land and real estate companies |
160 | - | - | 9 | 151 |
| Equity interests | 4,093 | - | 10 | - | 4,103 |
| Cash deposited with ceding companies (related & associated companies) Loans (related and associated |
20 | - | 14 | 3 | 31 |
| companies) | 871 | (3) | 118 | 245 | 741 |
| Other investments | 153 | - | 464 | 436 | 181 |
| Cash deposited with other ceding companies |
- | - | - | - | - |
| TOTAL | 5,297 | (3) | 606 | 693 | 5,207 |
| 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 |
5 | - | - | 4 | 1 |
| Equity interests | 287 | - | - | 25 | 262 |
| Loans (related and associated companies) | - | - | - | - | - |
| Other investments | 2 | - | 4 | - | 6 |
| TOTAL | 294 | - | 4 | 29 | 269 |
The loan granted by SCOR SE to SCOR Global Life for the financing of the TRANSAMERICA INTERNATIONAL REINSURANCE IRELAND acquisition is EUR 587 million at 31 December 2012 compared to EUR 708 million in 2011.
At 31 December 2012, provisions against equity investments can be analysed as follows:
| In EUR million | Gross value | Net book value |
Realizable value |
Unrealised gains and losses |
|---|---|---|---|---|
| 1 – Real estate investments and real estate investments in | ||||
| process | 151 | 150 | 249 | 99 |
| 2 - Shares and other variable-income securities (other than mutual fund shares) |
4,108 | 3,844 | 5,966 | 2,122 |
| 3 - Mutual fund shares (other than those in 4) | 12 | 9 | 9 | - |
| 4 - Mutual fund shares exclusively invested in fixed-income securities |
48 | 48 | 48 | - |
| 5 - Bonds and other fixed-income securities | 115 | 114 | 115 | 1 |
| 6 - Mortgage loans | - | - | - | - |
| 7 - Other loans and similar bills | 742 | 742 | 742 | - |
| 8 - Deposits with ceding companies | 31 | 31 | 31 | - |
| 9 - Cash deposits (other than those in 8) and security deposits | - | - | - | - |
| 10 - Unit-linked investments | - | - | - | - |
| Sub-total | 5,207 | 4,938 | 7,160 | 2,222 |
| 11 – Other forward instruments | - | - | - | - |
| - Investment or divestment strategy | - | - | - | - |
| - Anticipation of investment | - | - | - | - |
| - Yield strategy | - | - | - | - |
| - Other transactions | 1,342 | 1,342 | 1,342 | - |
| - Amortization premium/discount | - | - | - | - |
| 12 – Total lines 1 to 11 | 6,549 | 6,280 | 8,502 | 2,222 |
| a) including: | ||||
| - investments valued according to article R.332-19 | 115 | 114 | 115 | 1 |
| - investments valued according to article R.332-20 | 5,092 | 4,824 | 7,045 | 2,221 |
| - investments valued according to article R.332-5 | - | - | - | - |
| - Forward instruments | 1,342 | 1,342 | 1,342 | - |
| b) including: | ||||
| - investments and forward instruments issued in OECD countries | 6,461 | 6,195 | 8,381 | 2,186 |
| - investments and forward instruments issued in non-OECD countries |
88 | 85 | 121 | 36 |
Shares in affiliates
The boards of PREVOYANCE RE and SCOR GLOBAL LIFE SE, both affiliates of SCOR SE, decided upon a merger of the two entities on 28 June 2012, with retroactive effect as at 1 January 2012. As a consequence, PREVOYANCE RE was dissolved and merged into SCOR GLOBAL LIFE SE and SCOR GLOBAL LIFE SE increased its share capital from EUR 274.540.000 to EUR 287.040.000, creating 1.250.000 new shares all subscribed by SCOR SE.
As at 31 December 2012, loans and advances granted by SCOR SE to its subsidiaries totaled EUR 741 million (including EUR 587 million to SCOR Global Life SE, EUR 40 million to SCOR AUBER SA, EUR 44 million to SCOR GLOBAL P&C SE and EUR 59 million to GIE Informatique) compared to EUR 871 million as at 31 December 2011 (including EUR 708 million to SCOR Global Life SE, EUR 94 million to SCOR AUBER SA and EUR 49 million to GIE Informatique).
Loans granted to SCOR SE by its subsidiaries totaled EUR 185 million (including EUR 47 million from SCOR Global Life SE and EUR 123 million from SCOR HOLDING SWITZERLAND) compared to EUR 613 million as at 31 December 2011 (including EUR 361 million for SCOR Global P&C SE and EUR 123 million from SCOR HOLDING SWITZERLAND).
For 2012, SCOR SE recognized EUR 41 million in financial income from loans with related companies and EUR (10) million in interest (expenses) on borrowings with related companies.
| Name | Original currency |
Share capital (1) |
Reserves (1) |
Share of capital |
Gross book value |
Net book value |
Loans and advances |
Receivabl es against issuers |
Guarantee sand pledges given (2) |
Turn over (1) |
Net income (1) |
Dividends 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 | 275 | 506 | 99.99% | 471 | 471 | 587 | 79 | - | 2,354 | 82 | 100 |
| 5 avenue Kléber, 75116 PARIS, France | ||||||||||||
| - SCOR GLOBAL P&C SE |
EUR | 544 | 1,170 | 99.99% | 1,465 | 1 465 | 44 | - | - | 2,719 | 168 | 87 |
| 5 avenue Kléber, 75116 PARIS, France | ||||||||||||
| - SCOR US CORPORATION |
USD | 329 | 780 | 100.00% | 1,315 | 1,030 | - | 1 | - | - | 3 | - |
| 199 Water Street, NEW YORK, NY 10038-3526 USA |
||||||||||||
| - SCOR AUBER S.A. (France) |
EUR | 47 | 117 | 100.00% | 149 | 149 | 40 | 1 | - | 38 | 52 | 14 |
| 5 avenue Kléber, 75116 PARIS, France | ||||||||||||
| - SCOR Holding Switzerland AG |
EUR | 382 | 1,703 | 40.68% | 788 | 788 | - | - | - | - | 47 | 61 |
| General Guisan-Quai 26, 8022 Zurich, Switzerland |
||||||||||||
| - ASEFA S.A. |
EUR | 18 | 73 | 39.97% | 6 | 6 | - | - | - | - | -2 | - |
| Avda Manoteras 32 Edificio A 28050 Madrid, Spain |
||||||||||||
| -SCOR PERESTRAKHOVANIYE.O.O.O. |
RUB | 800 | 191 | 100.00% | 21 | 21 | - | 2 | - | 1,088 | 72 | - |
| 10 Nikolskaya Street, 109012, Moscow, Russian Federation |
||||||||||||
| - SCOR AFRICA LTD |
ZAR | 0 | 197 | 100.00% | 11 | 11 | - | 14 | - | 730 | 19 | - |
| 2nd Floor, West Tower, Maude Street, Nelson Mandela Square, Sandton 2196, South Africa |
||||||||||||
| - SCOR GLOBAL INVESTMENT SE |
EUR | 3 | 3 | 100.00% | 3 | 3 | - | - | - | 25 | 6 | 4 |
| 5 avenue Kléber, 75116 PARIS, France | ||||||||||||
| Total A | 4,229 | 3,944 | 671 | 97 | 266 | |||||||
| B- ENTITIES WITH EQUITY INTEREST | ||||||||||||
| - In France |
16 | 16 | 70 | 3 | ||||||||
| - Other than in France |
- | - | - | - | ||||||||
| Total B | 16 | 16 | 70 | 3 | ||||||||
| TOTAL | 4,245 | 3,960 | 741 | 100 | 266 |
(1) Data based on IFRS accounts
(2) SCOR guarantees in full, without limits as to amounts, 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
| In EUR million | Opening balances |
Acquisitions / creations |
Disposals | Closing balances |
|---|---|---|---|---|
| GROSS VALUES | 99 | 51 | 27 | 123 |
| Intangible assets | 5 | 4 | 4 | 5 |
| Goodwill | 4 | - | 4 | - |
| Set-up costs | - | - | - | - |
| Other intangible assets | 1 | 4 | - | 5 |
| Tangible assets | 94 | 47 | 23 | 118 |
| Deposits and security bonds | 18 | 9 | - | 27 |
| Equipment, furniture, fittings and fixtures | 76 | 38 | 23 | 91 |
| DEPRECIATION AND ALLOWANCES | (21) | (9) | (20) | (10) |
| Other intangible assets (excluding goodwill) | (1) | (1) | - | (2) |
| Equipment, furniture, fittings and fixtures | (20) | (8) | (20) | (8) |
Increase of equipment and furniture by EUR 38 million mainly related to the head office building located in Paris.
As at 31 December 2012, the number of shares held as treasury shares amounted to 8,930,686 shares (i.e., 4.64% of capital) for a total value of EUR 162,644,155. These shares were acquired in the context of anticipated awards to Company employees and officers as part of share allotment plans.
| In EUR million | Opening balance | Acquisitions/ creations |
Disposals | Closing balance |
|---|---|---|---|---|
| Treasury shares | ||||
| Number | 7,262,600 | 6,792,437 | (5,124,351) | 8,930,686 |
| Amount | 120,118,237 | 131,038,681 | (88,512,763) | 162,644,155 |
| 2012 | 2011 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Related | Related | ||||||||
| In EUR million | com panies |
Other affiliates Other |
Total | com panies |
Other affiliates Other |
Total | |||
| ASSETS (Gross) | |||||||||
| Investments | 5,029 | - | 178 | 5,207 | 5,141 | 1 | 155 | 5,297 | |
| Investment properties | 150 | - | 1 | 151 | 158 | - | 2 | 160 | |
| Shares other than variable | |||||||||
| income securities and bonds | 4,138 | - | 177 | 4,315 | 4,093 | 1 | 152 | 4,246 | |
| Loans | 741 | - | - | 741 | 871 | - | 1 | 872 | |
| Cash deposits with ceding | |||||||||
| companies | - | - | - | - | 19 | - | - | 19 | |
| Share of retrocessionaires in underwriting reserves |
5 | - | - | 5 | 5 | - | - | 5 | |
| Accounts receivable | 194 | - | 111 | 305 | 308 | - | 46 | 354 | |
| Accounts receivable from | |||||||||
| reinsurance transactions | 5 | - | 39 | 44 | 71 | - | 15 | 86 | |
| Other accounts receivable | 189 | - | 72 | 261 | 237 | - | 31 | 268 | |
| Others assets | 168 | - | 180 | 348 | 125 | - | 222 | 347 | |
| Accrued income and deferred | |||||||||
| charges | 1,823 | - | 126 | 1,949 | 1,687 | - | 154 | 1,841 | |
| Deferred acquisition costs – | |||||||||
| assumed (Non-Life) | 31 | - | 47 | 78 | 31 | - | 31 | 62 | |
| Other assumed reinsurance | |||||||||
| transactions | 1,792 | - | 63 | 1,855 | 1,656 | - | 87 | 1,743 | |
| Other accruals | - | - | 16 | 16 | - | - | 36 | 36 | |
| LIABILITIES | |||||||||
| Other Capital base | 1,067 | - | - | 1,067 | - | - | 854 | 854 | |
| Gross underwriting reserves | 2,994 | - | 278 | 3,272 | 2,883 | - | 231 | 3,114 | |
| Contingency reserves | 64 | - | - | 64 | - | - | 61 | 61 | |
| Liabilities for cash deposits received from |
|||||||||
| retrocessionaires | - | - | - | - | - | - | - | - | |
| Other liabilities | 257 | - | 240 | 497 | 642 | - | 240 | 882 | |
| Liabilities arising from | |||||||||
| reinsurance operations | - | - | 1 | 1 | 6 | - | 1 | 7 | |
| Financial liabilities | 189 | - | 163 | 352 | 613 | - | 164 | 777 | |
| Other creditors | 68 | - | 76 | 144 | 23 | - | 75 | 98 | |
| Deferred income and accrued | |||||||||
| expenses | - | - | - | - | 1 | - | - | 1 | |
| Deferred commissions received | |||||||||
| from reinsurers (Non-Life) Reinsurance estimates – |
- | - | - | - | - | - | - | - | |
| Retrocession | - | - | - | - | 1 | - | - | 1 | |
| Other accruals | - | - | - | - | - | - | - | - |
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.
| 2012 | 2011 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In EUR million | Related com panies |
Other affiliates Other |
Total | Related com panies |
Other affiliates Other |
Total | ||||
| Other accounts receivable | 189 | - | 72 | 261 | 237 | - | 31 | 268 | ||
| Treasury advances granted | 48 | - | - | 48 | 157 | - | - 157 |
|||
| Transfer pricing receivables | 38 | - | - | 38 | 37 | - | - 37 |
|||
| Miscellaneous | 103 | - | 72 | 175 | 43 | - | 31 | 74 | ||
| Other creditors | 68 | - | 76 | 144 | 23 | - | 75 | 98 | ||
| Treasury advances granted | 40 | - | - | 40 | 23 | - | - 23 |
|||
| Miscellaneous | 28 | - | 76 | 104 | - | - | 75 | 75 |
| In EUR million | Maturity | 2012 Net book value |
Fair value | 2011 Net book value |
Fair value |
|---|---|---|---|---|---|
| Other capital base | |||||
| EUR 50 million | Perpetual | - - |
50 | 50 | |
| EUR 350 million | Perpetual | 262 | 265 | 261 | 199 |
| CHF 650 million | Perpetual | 544 | 559 | 535 | 477 |
| CHF 315 million | Perpetual | 260 | 266 | - | - |
| Total other capital base | 1,066 | 1,090 | 846 | 726 | |
| Financial liabilities | |||||
| USD 100 million | 06/06/2029 | 52 | 52 | 52 | 52 |
| EUR 100 million | 05/07/2020 | 94 | 94 | 94 | 94 |
| Total Financial liabilities | 146 | 146 | 146 | 146 |
The balance includes EUR 15 million accrued interests (as at 31 December 2011: EUR 13 million)
Long-term financial debt includes:
(a) Other capital base
| In EUR million | 2012 | 2011 | 2010 |
|---|---|---|---|
| Reinsurance reserves (Life) | 484 | 535 | 474 |
| Loss reserves (Life) | 202 | 178 | 157 |
| Unearned premiums reserves (Non-Life) | 280 | 254 | 183 |
| Loss reserves (Non-Life) | 1,766 | 1,690 | 1,443 |
| Other underwriting reserves (Non-Life) | 541 | 457 | 419 |
| Gross underwriting reserves | 3,273 | 3,114 | 2,676 |
The reinsurance activity of SCOR SE comprises three treaties, a quota share with SCOR Global P&C SE, another with SCOR Global Life SE, and a third with SCOR SOUTH AFRICA; a facultative contract with Allianz which is 100 % retroceded to SCOR Global P&C SE; and the business underwritten by the Beijing branch.
The maturity of debt at 31 December 2012 is as follows:
| In EUR million | Less than 1 year | 1-5 years | +5 years | Total |
|---|---|---|---|---|
| Perpetual debt (other equity) | 22 | - | 1,045 | 1,067 |
| Other loans and deposits received (1) | 4 | 94 | 254 | 352 |
| TOTAL | 26 | 94 | 1,299 | 1,419 |
(1) 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 is as follows:
| ASSETS | LIABILITIES | |||
|---|---|---|---|---|
| En EUR million | 2012 | 2011 | 2012 | 2011 |
| Reinsurance estimates ─ assumed | 1,855 | 1,743 | - | - |
| Reinsurance estimates ─ assumed ─ Life | 692 | 726 | - | - |
| Reinsurance estimates ─ assumed ─ Non-Life | 1,163 | 1,017 | - | - |
| Deferred acquisition costs ─ Non-Life | 78 | 62 | - | - |
| Others accruals | 16 | 35 | - | - |
| TOTAL | 1,949 | 1,840 | - | - |
The share capital, comprising 192,384,219 shares with a par value per share of EUR 7,8769723 totaled EUR 1,515,405,164 as at 31 December 2012.
| In EUR million | 2011 shareholders' equity before allocation |
Income allocation |
Other movements during the period |
2012 shareholders' equity before allocation |
|---|---|---|---|---|
| Capital | 1,513 | - | 2 | 1,515 |
| Additional paid-in capital | 806 | - | 5 | 811 |
| Capitalisation reserves | 3 | - | - | 3 |
| Other reserves | 41 | 12 | - | 53 |
| Retained earnings | 4 | 12 | 11 | 27 |
| Net income | 235 | (235) | 208 | 208 |
| Regulated reserves | 12 | - | 3 | 15 |
| TOTAL | 2,614 | (211) | 229 | 2,632 |
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 2002, SCOR SE issued 2,248,448 additional warrants to UBS, each warrant committing 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 will be EUR 150 million.
| GROSS BALANCES In EUR million |
Opening balance |
Increase | Use over the period |
Reversal without use |
Closing balance |
|---|---|---|---|---|---|
| Tax litigation | 2 | - | - | - | 2 |
| Restructuring | - | - | - | - | - |
| Retirement provisions | 32 | 10 | - | - | 42 |
| Free share allotment plans | 16 | 13 | (12) | - | 17 |
| Long-term awards | 2 | - | - | - | 2 |
| Other provisions | 9 | - | (8) | - | 1 |
| TOTAL | 61 | 23 | (20) | - | 64 |
Contingency reserves amount to EUR 64 million, of which:
EUR 18 million for free share allotment plans with the following expiry: EUR 13 million at 2013, EUR 4 million at 2014, EUR 1 million at 2017.
| Currency In EUR million |
Assets 2012 |
Liabilities 2012 |
Surplus 2012 |
Surplus 2011 |
|---|---|---|---|---|
| Euro | 6,892 | 5,760 | 1,132 | 938 |
| US Dollar | 435 | 629 | (195) | (209) |
| Pounds sterling | 8 | 3 | 6 | (22) |
| Swiss francs | 9 | 808 | (799) | (499) |
| Japanese yen | (16) | 7 | (23) | (82) |
| Other currencies | 205 | 326 | (121) | (126) |
| TOTAL | 7,533 | 7,533 | - | - |
8.1 BREAKDOWN OF PREMIUMS BY GEOGRAPHIC REGION (COUNTRY WHERE CEDANT IS LOCATED)
| In EUR million | 2012 | 2011 |
|---|---|---|
| France | 397 | 352 |
| North America | 82 | 73 |
| South America | 47 | 36 |
| Asia | 241 | 205 |
| Europe | 369 | 352 |
| Africa | 68 | 58 |
| Rest of world | 63 | 59 |
| TOTAL | 1,267 | 1,136 |
SCOR SE premiums are the result of the implementation of three internal retrocession treaties entered into jointly with SCOR Global P&C SE, SCOR Global Life SE and SCOR SOUTH AFRICA as well as the Chinese branch's activity.
| 2012 | 2011 | |||||
|---|---|---|---|---|---|---|
| In EUR million | Prior years | 2011 | Total | Prior years | 2012 | Total |
| Premiums | 90 | 1,175 | 1,265 | 60 | 1,059 | 1,119 |
| Portfolio entries | 1 | 30 | 31 | - | 27 | 27 |
| Portfolio transfers | (13) | (16) | (29) | (11) | 1 | (10) |
| Movements | (12) | 14 | 2 | (11) | 28 | 17 |
| TOTAL | 78 | 1,189 | 1,267 | 49 | 1,087 | 1,136 |
| In EUR million | 2012 | 2011 |
|---|---|---|
| Commissions - assumed | 318 | 222 |
| Commissions - retroceded | - | (2) |
| TOTAL | 318 | 220 |
| 2012 | 2011 | |||||
|---|---|---|---|---|---|---|
| Related | Related | |||||
| In EUR million | companies | Other | Total | companies | Other | Total |
| Revenues from securities | 266 | - | 266 | 191 | 1 | 192 |
| Revenues from other investments | 40 | 27 | 67 | 25 | 15 | 40 |
| Other revenues | 25 | 10 | 35 | 180 | 30 | 210 |
| Realised gains | - | 1 | 1 | - | 1 | 1 |
| TOTAL INVESTMENT INCOME | 331 | 38 | 369 | 396 | 47 | 443 |
| Management and financial costs | 10 | 85 | 95 | 27 | 68 | 95 |
| Other investment expenses | 1 | 12 | 13 | 4 | 14 | 18 |
| Realised losses | - | 23 | 23 | 22 | - | 22 |
| TOTAL INVESTMENT EXPENSES | 11 | 120 | 131 | 53 | 82 | 135 |
Dividends received from subsidiaries total EUR 266 million and include: SCOR Global Life SE EUR 100 million, SCOR Global P&C EUR 87 million, SCOR Auber EUR 14 million, SCOR Global Investments EUR 4 million and SCOR Holding Switzerland EUR 61 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 0.2 million in 2012 compared to EUR (0.5) million in 2011.
Currency losses were EUR (6) million in 2012 compared to a gain of EUR 15.1 million in 2011.
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 | 2012 | 2011 |
|---|---|---|
| Salaries | 79 | 54 |
| Retirement | 5 | 5 |
| Benefits | 14 | 10 |
| Other | 3 | 3 |
| Total personnel expenses | 96 | 72 |
| Other general expenses | 143 | 121 |
| TOTAL GENERAL EXPENSES BY KIND | 244 | 193 |
| Workforce | ||
| Executives - Paris | 207 | 191 |
| Employees / Supervisors -Paris | 20 | 20 |
| Employees / branches | 339 | 343 |
| TOTAL CURRENT WORKFORCE | 566 | 554 |
The non-recurring gain amounts EUR 16.7 and is mainly due to the following items:
It breaks down into extraordinary income by EUR 20.6 million and extraordinary expenses by EUR 3.9 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, SCOR Gestion Financière SA, 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 1,190 million as at 31 December 2012.
The table below summarizes the status of the various stock option plans for 2012:
| 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 |
|---|---|---|---|---|---|---|
| 2003 | 04/18/2002 | 02/28/2003 | 02/28/2007 | 02/28/2013 | 65 | 986,000 |
| 2003 | 04/18/2002 | 06/03/2003 | 06/03/2007 | 06/03/2013 | 1,161 | 1,556,877 |
| 2004 | 05/18/2004 | 08/25/2004 | 08/26/2008 | 08/26/2014 | 171 | 5,990,000 |
| 2005 | 05/31/2005 | 08/31/2005 | 09/16/2009 | 09/16/2015 | 219 | 7,260,000 |
| 2006 | 05/16/2006 | 08/28/2006 | 09/14/2010 | 09/15/2016 | 237 | 8,030,000 |
| 2006 | 05/16/2006 | 11/07/2006 | 12/14/2010 | 12/15/2016 | 55 | 2,525,000 |
| 2007 | 05/24/2007 | 08/28/2007 | 09/13/2011 | 09/13/2017 | 391 | 1,417,000 |
| 2008 | 05/07/2008 | 05/07/2008 | 05/22/2012 | 05/22/2018 | 8 | 279,000 |
| 2008 | 05/07/2008 | 08/26/2008 | 09/10/2012 | 09/10/2018 | 376 | 1,199,000 |
| 2009 | 05/07/2008 | 03/16/2009 | 03/23/2013 | 03/23/2019 | 360 | 1,403,500 |
| 2009 | 04/15/2009 | 04/15/2009 | 11/25/2013 | 11/25/2019 | 17 | 88,500 |
| 2010 | 04/15/2009 | 03/02/2010 | 03/19/2014 | 03/19/2020 | 316 | 1,378,000 |
| 2010 | 04/28/2010 | 04/28/2010 | 10/13/2014 | 10/13/2020 | 20 | 37,710 |
| 2011 | 04/28/2010 | 03/07/2011 | 03/23/2015 | 03/23/2021 | 55 | 701,500 |
| 2011 | 05/04/2011 | 07/27/2011 | 09/02/2015 | 09/02/2021 | 18 | 308,500 |
| 2012 | 04/05/2011 | 19/03/2012 | 24/03/2016 | 24/03/2022 | 71 | 938,000 |
Totals at 31 December 2012
Valuation
| Number of | Number of | Number of | Number of | |||
|---|---|---|---|---|---|---|
| Of which top | Subscription | options | options | options | options | |
| Number of which to | ten | or purchase | remaining at | cancelled | exercised | remaining at |
| Group directors | attributions | price | 31/12/2011 | during 2012 | during 2012 | 31/12/2012 |
| 450,000 | 170,000 | 27.30 | 102,799 | - | - | |
| 288,750 | 122,100 | 37.60 | 129,316 | - | ||
| 1,335,000 | 920,000 | 10.90 | 163,120 | 35,948 | ||
| 1,650,000 | 1,290,000 | 15.90 | 416,569 | 90,400 | ||
| 1,900,000 | 1,550,000 | 18.30 | 675,000 | 73,768 | ||
| 1,000,000 | 1,470,000 | 21.73 | 147,500 | |||
| 311,500 | 276,500 | 17.58 | 1,197,000 | 188,500 | ||
| 279,000 | 279,000 | 15.63 | 279,000 | - | ||
| - | 132 ,000 | 15.63 | 1,081,000 | 193,550 | ||
| 439,000 | 439,000 | 14.92 | 1,347,500 | - | ||
| - | 81,500 | 17.117 | 81,000 | - | ||
| 501,000 | 485,000 | 18.40 | 1,330,500 | - | ||
| - | 29,500 | 17.79 | 36,500 | - | ||
| 493,000 | 489,000 | 19.71 | 701,500 | - | - | |
| 108,000 | 239,000 | 15.71 | 308,500 | - | - | |
| 518,000 | 494,000 | 20.17 | - | - | 938 000 | |
| 7,996,804 | 258,608 | 582,166 | 8,094,030 | |||
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.
There are no stock option plans providing for the purchase of or subscription to shares in Group subsidiaries.
In 2011, 121,603 rights of options were exercised: 22,671 rights of options exercised under the stock option plan of 25 August 2004, vested on 26 August 2008, 48,587 options exercised under the stock option plan of 16 September 2005, vested on 16 September 2009, 42,345 options exercised under the stock option plan of 14 September 2006, vested on 14 September 2010 and 8,000 options exercised under the stock option plan of 13 September 2007, vested on 13 September 2011.
In 2012, 582,166 rights of options were exercised: 35,948 rights of options exercised under the stock option plan of 25 August 2004 vested on 26 August 2008, 90,400 options exercised under the stock option plan of 16 September 2005 vested on 16 September 2009, 73,768 options exercised under the stock option plan of 14 September 2006 vested on 14 September 2010, 188,500 options exercised under the stock option plan of 13 September 2007 vested on 13 September 2011 and 193,550 options exercised under the stock option plan of 10 September 2008, vested on 10 September 2012.
Under these agreements, employees of SCOR SE and certain subsidiaries are entitled to invest the amounts due to them under the profit-sharing and incentive plans in a closed-end investment fund entirely invested in SCOR SE stock.
| In EUR thousands | 2011 | 2010 | 2009 | 2008 | 2007 |
|---|---|---|---|---|---|
| Amount distributed under the profit-sharing plan | 815 | 1,115 | 1,609 | 1,138 | 1,708 |
| Amount distributed under the collective incentive plan | - | - | - | - | 979 |
The amount of 2012 profit-sharing payouts have been estimated in the accounts and set aside for EUR 0.771 million.
| In EUR thousands | 2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|
| Collective incentive plan * | - | - | - | - | 641 |
| Profit sharing * | 373 | 501 | 777 | 472 | 710 |
| Net voluntary payments | 303 | 263 | 208 | 169 | 40 |
| Total payments | 676 | 764 | 985 | 641 | 1,391 |
| NET MATCHING PAYMENTS | 346 | 300 | 235 | 193 | 326 |
(*) Paid out in the financial year for the previous financial year
The number of hours accrued by the employees of SCOR SE was 15,073 on 31 December 2012.
The following table presents the gross cash compensation paid in 2011 and 2012 to the Group Chairman & CEO:
| In EUR | 2012 | 2011 |
|---|---|---|
| Fixed compensation | 1,200,000 | 1,200,000 |
| Variable compensation | 865,500 | 1,000,000 |
| Directors' fees | 48,000 | 42,800 |
| TOTAL CASH COMPENSATION | 2,113,500 | 2,242,800 |
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 17.6 million.
| Commitments received | Commitments given | ||||
|---|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2012 | 2011 | |
| Ordinary business operations (Note 15.1) | 2,046 | 1,686 | 1,361 | 1,101 | |
| Financial instruments (Note 15.1.1) | 1,342 | 1,081 | 1,312 | 1,051 | |
| Confirmed credits, letters of credit and guarantees given (Note 15.1.2) |
796 | 597 | 26 | 25 | |
| Other commitments given and received (Note 15.1.3) |
8 | 8 | 23 | 25 | |
| Hybrid transactions (Note 15.2) | - | - | - | - | |
| TOTAL | 1,941 | 1,686 | 1,361 | 1,101 |
| Commitments received | Commitments given | ||||
|---|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2012 | 2011 | |
| Rate swaps | - | 60 | - | 60 | |
| Cross-currency swaps | 796 | 528 | 771 | 511 | |
| Currency forward purchases/sales | 546 | 493 | 541 | 480 | |
| TOTAL | 1,342 | 1,081 | 1,312 | 1,051 |
Commitments given and received on rate swaps for an amount of EUR 60 million were related to real estate and exchanged the performance of the French property market with the performance of the German market.
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.
Currency forward purchases and sales generated an unrealized gain of EUR 3 million.
| Commitments received | Commitments given | |||||
|---|---|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2012 | 2011 | ||
| Confirmed credit | - | - | - | - | ||
| Letters of credit | 796 | 597 | 5 | 6 | ||
| Securities pledged to financial institutions | - | - | - | - | ||
| Investments in subsidiaries and affiliates pledged to financial institutions |
- | - | - | 3 | ||
| Other guarantees given to financial institutions | - | - | 21 | 16 | ||
| TOTAL | 796 | 597 | 26 | 25 |
SCOR SE has signed agreements with different financial institutions concerning the granting of letters of credit for EUR 591 million.
The commitments received in terms of capacity to issue letters of credit amounted to EUR 796 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 5 million) to cedants compared to EUR 796 million in letter of credit capacity received from banks.
The guarantee given in consideration for underwriting commitments with the cedant ACE was USD 18 million (EUR 14 million). This guarantee was in the form of securities pledged to ceding companies.
| Commitments received | Commitments given | |||||
|---|---|---|---|---|---|---|
| In EUR million | 2012 | 2011 | 2012 | 2011 | ||
| Guarantees and securities (1) | 8 | 8 | 16 | 8 | ||
| Underwriting commitments | - | - | - | 9 | ||
| Assets pledged to ceding companies | - | - | - | - | ||
| Contract termination indemnities | - | - | 7 | 8 | ||
| TOTAL | 8 | 8 | 23 | 25 |
(1) Rent guarantee given by HSBC, collateralized by pledged securities
Apart from mentioned commitments in the note above and the parental guarantee ( section 2.3), 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 our knowledge, which may have an adverse impact on cash flows, cash positions or on our liquidity requirements.
None.
Following the approval of the settlement agreements by the competent jurisdictions in the United States and Europe (see Reference Document 2011 for more information) and at the expiration of the deadlines for opposition by the parties, these agreements have become final and will allow for stipulated distributions by the parties, withdrawn from a sequestered bank account in place at the time of the signing of the settlement agreements. The matter is therefore concluded for SCOR and has no further supplementary financial impact for SCOR.
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 NCC. 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 NCC has appealed the NA judgment to the Supreme Court (Tribunal Supremo). SCOR's lawyers are studying the arguments set forth in the appeal.
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 attorney's 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 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. All of the 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. Nevertheless, other than the proceedings mentioned above, to the knowledge of SCOR, as at the date of the financial statements herein, there are no other litigation matters likely to have a material impact on the financial position, business or operating income of SCOR.
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..
In compliance with the assignment entrusted to us by your annual general meeting, we hereby report to you, for the year ended December 31, 2012, 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, 2012 and of the results of its operations for the year then ended in accordance with French accounting principles.
As a result of the persistence of a difficult economic and financial environment, choosing the economic assumptions underlying the close of the accounts of insurance and reinsurance organizations continues to be an especially complex exercise. In particular, future changes in interest rates could deviate significantly from those used and produce different direct and indirect effects. It is in this context that we have made our own assessments which we bring to your attention in accordance with the requirements of article L. 823-9 of the French commercial code (Code de commerce).
As stated in notes 1.7 and 1.9 to the annual 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 annual financial statements.
Our work consisted in assessing the data and assumptions on which the estimates are based, in reviewing the company's calculations, in comparing estimations from prior periods with actual outcomes, and in examining senior management's procedures for approving these estimates.
Notes 1.2, 1.10, 1.12, 2 and 15.1.1 to the annual financial statements describe the principles and methods used to estimate the valuation and impairment of investments and derivative instruments.
In the specific context of the financial crisis 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, and that the approaches and policies described were properly applied by the company.
Notes 6 and 17 to the annual financial statements describe the uncertainties relating to the potential litigation encountered by the 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 annual financial statements specify the valuation methods applied to pension obligations and other related obligations.
Our work consisted of assessing the data and assumptions used, reviewing the company's calculations and verifying that the information in notes 1.5 and 6 to the annual financial statements are 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 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 law, we have ensured that the required information concerning the purchase of investments and controlling interests and the names of the main shareholders has been properly disclosed in the directors' report.
Paris-La Défense, March 5, 2013
The statutory auditors French original signed by
MAZARS ERNST & YOUNG AUDIT
ANTOINE ESQUIEU MICHEL BARBET-MASSIN GUILLAUME FONTAINE
The main reconciling items between French GAAP on a statutory basis and IFRS 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 | 2012 | 2011 |
|---|---|---|
| NET INCOME | ||
| Net Income in French GAAP (statutory basis) | 208 | 235 |
| Dividends from subsidiaries | (266) | (191) |
| Deferred taxes under IFRS | 30 | 71 |
| Other consolidation adjustments | 446 | 215 |
| NET INCOME IN IFRS (CONSOLIDATED BASIS) | 418 | 330 |
| In EUR million | 2012 | 2011 |
| SHAREHOLDERS' EQUITY | ||
| Shareholders' Equity in French GAAP (statutory basis) | 2,632 | 2,614 |
| Deferred taxes under IFRS | 399 | 362 |
| Other consolidation adjustments | 1,924 | 1,531 |
| Treasury shares | (163) | (120) |
| Reversal of French GAAP accrual for share award plans | 18 | 16 |
| TOTAL SHAREHOLDERS' EQUITY IN IFRS (CONSOLIDATED BASIS) | 4,810 | 4,403 |
| I | Terms and conditions for preparing and organizing the work for the board of directors |
364 |
|---|---|---|
| II | Internal control and risk management procedures |
375 |
| 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 |
387 |
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 Director's, 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 5 March 2013.
It has been incorporated in the 2012 Registration Document of SCOR SE ("SCOR") 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 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.
As at the date of the Registration Document the Board of Directors is composed of 12 Directors: Denis Kessler, Chairman of the Board, Gérard Andreck, Peter Eckert, Charles Gave, Kevin J. Knoer(employee representative), Daniel Lebègue, Monica Mondardini, Guillaume Sarkozy (as representative of Malakoff Médéric Group), Guylaine Saucier, Jean-Claude Seys, Claude Tendil and Daniel Valot, and one non-voting Director: M. Georges Chodron de Courcel. Amongst these 12 Directors, 10 are independants: Gérard Andreck, Peter Eckert, Charles Gave, Daniel Lebègue, Monica Mondardini, Guillaume Sarkozy (as representative of Malakoff Médéric Group), Guylaine Saucier, Jean-Claude Seys, Claude Tendil and Daniel Valot.
The experience and competences of the Directors and the Non-Voting Director are very varied. In addition to the Chairman of the Board, 5 of the Directors listed, work or have worked at a high level within the insurance industry. 2 Directors and the non-voting Director practice or have practiced at a high level in the financial and banking industry, one director from the media industry and finally, the main activity of 3 of them is to be directors of companies. The Board benefits from international experience with Board Members practicing their functions in Switzerland, Italy, United States, Canada and Hong Kong.
(a) Assessment of the Board of DirectorsPursuant to the recommendations stated by the government code AFEP-MEDEF, an assessment of the Board of Directors was conducted in september - october 2012 by the external consultant Spencer Stuart.
All of the Board members were heard and the main conclusions arising from their assessments were presented during the Non-executive Directors Session, held on 30 October 2012. The following points emerged from this analysis:
The Board of Directors' composition is guided by the following principles:
A list of the members of the Company's Board of Directors in 2012 features in the table below
| Name | Age | Citizenship | Date of 1st appointment |
End of duty | Renewal dates |
|---|---|---|---|---|---|
| Denis Kessler, Chairman of the Board | 60 | French | 04/11/2002 | 2017 | 04/05/2011 |
| Gérard Andreck | 68 | French | 18/03/2008 | 2013 | 04/05/2011 |
| Peter Eckert | 68 | Swiss | 15/04/2009 | 2015 | 04/05/2011 |
| Kevin J. Knoer (2) | 56 | American | 03/05/2012 | 2014 | N/A |
| Charles Gave | 69 | French(4) | 04/05/2011 | 2013 | N/A |
| Daniel Lebègue | 69 | French | 15/05/2003 | 2013 | 04/05/2011 |
| Monica Mondardini | 52 | Italian | 28/04/2010 | 2014 | N/A |
| Luc Rougé (1) | 60 | French | 24/05/2007 | 2012 | 04/05/2011 |
| Guillaume Sarkozy (3) | 61 | French | 15/04/2009 | 2017 | 04/05/2011 |
| Guylaine Saucier | 66 | Canadian | 04/05/2011 | 2015 | N/A |
| Jean-Claude Seys | 74 | French | 15/05/2003 | 2013 | 04/05/2011 |
| Claude Tendil | 67 | French | 15/05/2003 | 2017 | 04/05/2011 |
| Daniel Valot | 68 | French | 15/05/2003 | 2015 | 04/05/2011 |
| G. Chodron de Courcel, Non voting Director |
62 | French | 15/05/2003 | 2013 | 31/05/05-24/05/07 15/04/09-04/05/11 |
(1) Director whose appointment ended on 3 May 2012
(2) Directors appointed by the Annual Ordinary General Meeting of the Shareholders of 3 May 2012
(3) Guillaume Sarkozy represents Malakoff Médéric Group, member of the Board. (4) Mr Charles Gave lives in Hong Kong
The Board of Directors is composed of 41.6% of foreigners, of 50% of Directors having a past experience in the insurance or reinsurance industry and of 83.3% of independent Directors.
Concerning the duration and the grading of the duties of the Directors, the AFEP-MEDEF Code indicates (§12):
(i) the duration of Directors' terms of office should not exceed a maximum of four years,
(ii) terms should be staggered so as to avoid replacement of the entire body and to favor a smooth replacement of Directors.
For historical reasons, the mandates of the entire Directors ended at the Shareholders' meeting held on 4 May 2011. In these circumstances, the Board of Directors chose a staggered renewal looking forward. Mandates of 6, 4 and 2 years have been proposed to the vote of the Shareholders' meeting of 4 May 2011, in order to comply with the AFEP-MEDEF Code and to progressively a system of renewal by third. The next renewals will be during the Shareholders' meeting which will be held on 25 April 2013.
At the Board of directors Meeting held on 31 March 2004, a new set of Internal Charter (the "Internal Charter") was adopted. This Internal Charter was amended by the Board of Directors on 2 November 2005, 4 July 2006, 4 November 2010, 4 May 2011 and 19 March 2012. The main provisions of the Internal Charter are provided below:
Mission of the Board of Directors of the Company
Pursuant to the Internal Charter, the Board of Directors determines the Group's strategy of 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. 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 that will allow them to participate in the discussions listed on the agenda, and notably any useful information upon the financial situation, the treasury situation and the liabilities of the Company, in a discerning and efficient manner. 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.
Meetings held by videoconference or telecommunication
Pursuant to the provisions of Articles L. 225-37 and R. 225-21 of the French Commercial Code, the Internal Charter allows the Board of Directors to hold its meetings by videoconference or via telecommunications, providing that the identification of the participating Board of Directors members can be determined.
Independence of Directors
The application of the notion of director independence is assessed on the basis of the following primary criteria, derived from the recommendations of the AFEP/MEDEF report. An independent director:
The following table presents the results of the review of the independence of each Director made by the Board of Directors in 2013, 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 | Yes | Yes | Yes | Yes | No |
| Gérard Andreck | 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 (1) | No | No | Yes | Yes | Yes | Yes | Yes | Yes | No |
| Daniel Lebègue | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Monica Mondardini | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Guillaume Sarkozy (2) | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Guylaine Saucier | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Jean-Claude Seys | 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 |
(1) Directors appointed by the Annual General meeting on 3 May 2012 (2) Representing Malakoff Médéric Group, Director
Missions of the Lead Independent Director
Moreover, the Board of Directors on 4 November 2010 defined into the Internal Charter the Lead Independent Director role (the "Lead Independent Director"). 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, notably for the organization and functioning of the Board and its Committees and the monitoring of the 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 convenes the independent Directors as often as needed and at least once a year. The Lead Independent Director of the Company chairs the Non-executive Directors Session.
Finally, 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 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, as the Board of Directors has the duty to ensure compliance with the rules regarding the accumulation of position as director. 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. 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 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 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 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 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.
(C) PREVENTION OF RISKS OF CONFLICT OF INTERESTS
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 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:
(D) MEETINGS OF THE BOARD OF DIRECTORS IN 2012DURING THE COURSE OF THE FINANCIAL YEAR 2012, THE COMPANY'S BOARD OF DIRECTORS HELD 6 MEETINGS ON THE FOLLOWING DATES:
The duration of these meetings was approximately 2 to 3 hours in 2012.
The average attendance rate of the members of the Board was 91,6%.
During its meeting in 2012, the main topics which were discussed were:
The following table displays the attendance of the members of the Board of Directors during 2012:
| Board members | Attendance rate (%) |
|---|---|
| Denis Kessler | 100 |
| Gérard Andreck | 100 |
| Georges Chodron de Courcel, non-voting Director | 83,3 |
| Peter Eckert | 100 |
| Charles Gave | 83,3 |
| Kevin J. Knoer (2) | 100 |
| Daniel Lebègue | 100 |
| Monica Mondardini | 50 |
| Luc Rougé (1) | 100 |
| Guillaume Sarkozy (3) | 83,3 |
| Guylaine Saucier | 100 |
| Jean-Claude Seys | 83,3 |
| Claude Tendil | 100 |
| Daniel Valot | 100 |
(1) Director whose appointment ended on 3 May 2012
(2) Director appointed by the Annual General meeting on 3 May 2012
(3) Representing Malakoff Médéric Group, Director
Since 2003, SCOR's Board of Directors has established four advisory committees to prepare the Board's proceedings and make recommendations to it on specific subjects.
The Strategic Committee is composed of Denis Kessler (Chairman), Gérard Andreck, Georges Chodron de Courcel (Non-Voting Member), Peter Eckert, Charles Gave, Daniel Lebègue, Monica Mondardini, Malakoff Médéric Group (represented by Guillaume Sarkozy), Guylaine Saucier, Jean-Claude Seys, Claude Tendil and Daniel Valot (the 'Strategic Committee'), appointed by the Board of Directors and selected among the voting and non-voting members of the Board of Directors. Their term of office coincides with their term of office on the Board of Directors.
The Committee's mission is to study the development strategies and to examine any acquisition or disposal plan concerning an amount in excess of EUR 100 million.
The Chairman of the Committee may hear any employee or officer likely to provide relevant information for a clear understanding of a given point; the presence and information provided by this individual being limited to the relevant items on the agenda. 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.
On 4 November 2010, the Internal Charter of the Strategic Committee was modified by the Board of Directors.
In 2012, the Strategic Committee met on 5 occasions. These meetings lasted approximately 2 hours. Its work dealt with the whole strategy of the Group and in particular, the review of acquisition plans.
The average attendance rate of the Committee Members was 93.3%. The following table states the attendance rates of the members of the Strategic Committee in 2012:
| Board members | Attendance rate (%) |
|---|---|
| Denis Kessler, Chairman | 100 |
| Gérard Andreck | 100 |
| Georges Chodron de Courcel, non-voting Director | 80 |
| Peter Eckert | 100 |
| Charles Gave | 80 |
| Daniel Lebègue | 100 |
| Monica Mondardini | 60 |
| Guillaume Sarkozy (1) | 100 |
| Guylaine Saucier | 100 |
| Jean-Claude Seys | 100 |
| Claude Tendil | 100 |
| Daniel Valot | 100 |
(1) Representing Malakoff Médéric Group, Director
The Audit Committee is composed of Daniel Lebègue (Chairman), Guylaine Saucier, Jean-Claude Seys and Daniel Valot (the "Audit Committee"). Each of its members is independent. According to its Internal Charter, the Committee comprises between three and five members appointed by the Board of Directors of the Company and selected among the voting and non-voting members of the Board of Directors and, in compliance with the AFEP and MEDEF corporate governance code of listed corporations from December 2008. The term of their mandates coincides with their term of office on the Board of Directors.
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 Committee is responsible for reviewing the Group's financial situation, its compliance with internal policies, in addition to audits and reviews carried out by the auditors and by the internal control unit in charge of verifying the group accounts' quality and transparency.
The Audit Committee has adopted an Internal Charter, setting forth two imperative missions:
The Committee may consult the Chief Financial and Accounting Officer, the Chief Internal Auditor and external auditors on these issues. During the financial year 2012, 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, as well as with a presentation made by SCOR's Chief Financial Officer describing the risks exposure and its material off-balance sheets liabilities.
The Chairman of the Committee may hear any officer or employee likely to provide relevant information for a clear understanding of a given point; the presence and information provided by this individual being limited to the relevant items on the agenda. The Internal Charter of the Audit Committee, was approved by the Board of Directors on 18 March 2005 and modified by the Board of Directors on 4 November 2010.
During its four meetings in 2012, the Audit Committee discussions focused primarily on the following matters: review of the quarterly and annual financial statements, review of the internal audit report, management of the Group's debt, impact of the financial crisis upon the Group's assets, strategy plan, embedded value, impact of the litigations upon the financial statements, annual review of the work of the Audit Committees of Group subsidiaries, annual review of the Group Policies and Group Guidelines. The Audit Committee meetings lasted approximately 2 to 3 hours in 2012.
The average attendance rate of the Committee Members was 87.5%. The following chart states the attendance of the Audit Committee's members in 2012:
| Board members | Attendance rate (%) |
|---|---|
| Daniel Lebègue, Chairman | 100 |
| Guylaine Saucier | 75 |
| Jean-Claude Seys | 100 |
| Daniel Valot | 75 |
The Risk Committee members are Peter Eckert (Chairman), Charles Gave, Daniel Lebègue, Malakoff Médéric Group (represented by Guillaume Sarkozy as permanent representative), Guylaine Saucier, Jean-Claude Seys and Daniel Valot.
All members are 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.
The Committee met 4 times in 2012, primarily to discuss the following matters: analysis of the main exposures of the Group, risk appetite, retrocession policy and coverage, solvency and contemplated Solvency II, internal model of assets and liabilities and capital allocation management, standards and guidelines for assets management, internal control and Directors' and Officers' liability insurance.
The Risk Committee meetings lasted approximately 2 to 3 hours in 2012.
The average attendance rate of the Committee Members was 96.4%. The following chart states the attendance of the members of the Risk Committee in 2012:
| Board members | Attendance rate (%) |
|---|---|
| Peter Eckert, Chairman | 100 |
| Charles Gave | 100 |
| Daniel Lebègue | 100 |
| Guillaume Sarkozy (1) | 75 |
| Guylaine Saucier | 100 |
| Jean-Claude Seys | 100 |
| Daniel Valot | 100 |
(1) Representing Malakoff Médéric Group, Director
The Compensation and Nomination Committee is composed of Claude Tendil (Chairman), Georges Chodron de Courcel (Non-Voting Member), Charles Gave, Guylaine Saucier and Daniel Valot. According to its Internal Charter, the Compensation and Nomination Committee is composed of between three and five members appointed by the Board of Directors and chosen among the members of voting and non-voting member of the Board of Directors. The term of their mandate coincides with their term of office within the Board of Directors.
All the voting members of the committee are independent.
The Committee submits recommendations concerning compensation packages for the 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 makes proposals concerning the composition and organization of the Board of Directors and its Committees. Its missions are described in the Internal Charter.
The Committee met 4 times in 2012. Its works dealt with the stock allotment and subscription plans, the modalities of remuneration of the Chairman and Chief Executive Officer and other members of the Executive Committee 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 schemes of the key officers of the Group. It also does an annual review of the director's fees and expenses for the all Directors within the Group.
The Chairman of the Committee may hear any officer or employee likely to provide relevant information for a clear understanding of a given point; the presence and information provided by this individual being limited to the relevant items on the agenda.
The Internal Charter of the Compensation and Nomination Committee, was approved by the Board of Directors of the Company on 18 March 2005 and modified by the Board of Directors on 4 November 2010.
The Compensation and Nomination Committee meetings lasted approximately 2 to 3 hours in 2012.
The average attendance rate of the Committee Members was 100%. The following chart states the attendance of the members of the Compensation and Nomination Committee in 2012:
| Board members Attendance rate (%) |
|
|---|---|
| Georges Chodron de Courcel | 100 |
| Charles Gave | 100 |
| Guylaine Saucier | 100 |
| Claude Tendil, Chairman | 100 |
| Daniel Valot | 100 |
The non-executive Directors session has been put in place in 2012. It is composed of all voting and non-voting Directors, with the exception of employee Directors and corporate executive officers of the Company.
This session met twice in 2012 and has worked on the assessment of the Board of Directors.
(F) PRINCIPLES AND RULES STATED FOR THE DETERMINATION OF COMPENSATION AND IN-KIND BENEFITS FOR CORPORATE OFFICERS
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.
Every year, the conditions of remuneration for corporate executive officers and Directors are made public through the documents released for the Annual General Shareholders' Meeting. The General Shareholders' Meeting that took place on 28 April 2010 set the Directors' fees envelop at a maximum of EUR 960,000 per year. This limit has not been changed since this date. Within the limits of this amount and upon the submission of the Compensation and Nomination Committee held on 10 February 2011, the Board of Directors held on 7 March 2011 fixed the conditions of the allotment, in order to encourage the attendance of the Directors. It was thus decided to award the Directors' fees, payable to each voting or non-voting Director as a fixed part, equal to EUR 28,000, payable in fourths and another part based on attendance by voting and non-voting Directors (1) , amounting to EUR 2,000 per meeting and participant, except for the Chairman of the Audit Committee who receives an amount equal to EUR 4,000 per meeting 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 in 2012 the single sum of EUR 10,000 in Company's shares, that the Director commits to keep until the end of his appointment. The paid amounts have been properly used to that effect.
A table displaying the fees allocated individually to each Director or non-voting Director can be found in Section 15.1.1 of the Registration Document.
Certain Directors or the Non-Voting Director 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 2012. 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, the meeting of the Board of Directors on 7 March 2012 decided that the Chairman and Chief Executive Officer:
The variable compensation for year n will be paid in year n+1, as soon as the financial statement of the Company for year n is approved by the Board of Directors.
For 2012, the variable compensation of the Chairman and Chief Executive Officer has been determined according to the following criteria:
In the case of departure during financial year n:
(1)
The non-voting Directors does not receive any Directors fees for the Strategic Committee
In the event of termination of the Chairman and Chief Executive Officer, the benefits he may be allocated would be determined according the following situations:
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 criteria for the performance condition (C_n) will be available in the annual report of the Board of Directors.
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 year n 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 in year 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 year n-1 and n-2;
(C). SCOR Global Life's technical margin must be higher than or equal to 3% on average in year n-1 and n-2;
(D). The SCOR group's ROE must be higher than 300 points above the risk-free rate on average in year n-1 and n-2.
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 3 May 2012, the Board of Directors, upon authorization granted by the Extraordinary general meeting of the Shareholders on 3 May 2012, and upon the recommendation of the Compensation and Remuneration Committee of 19 March 2012, 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 20.1.6.18, Note 18 – Stock Options and Share Awards). 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 acquire on the market un number of shares equal to 5% of the shares freely assigned to him, as soon as these free shares become transferable.
An allotment of 125,000 shares subscription options to the benefit of the Chairman and Chief Executive Officer was decided on 23 March 2012 by the Board of Directors held on 19 March 2012, upon authorization granted by the Extraordinary general meeting of the Shareholders on 4 May 2011, and upon the recommendation of the Compensation and Remuneration Committee of 19 March 2012. The exercise of these subscription options is subject to the satisfaction of the same performance conditions as those of the performance shares. 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.
In accordance with the decision taken by the Board of Directors on 21 March 2006, 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.
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 receives benefits in kind, of the following nature:
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 benefits from pension coverage capped at 50% of the reference salary, provided he has been with the Group for a minimum of five years. The rights to this pension are vested progressively, based on seniority over a period of 5 to 9 years, on the basis of the average compensation received over the last five years with the Group. 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.
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 goal to sort it out as it was facing a very difficult financial situation. The Board of Directors considered that, in order to achieve such mission, it was preferable to entrust the powers of Chairman and of Chief Executive Officer to Denis Kessler.
No limitation on the powers of the Chairman and Chief Executive Officer, other than those stipulated by law, is included in the bylaws or any decision of the Board of Directors of the Company.
The modalities of the participation of the Shareholders to the General meetings and notably 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 by-laws, an electronic version of which is available on SCOR's web site (www.scor.com).
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 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 4 March 2013 and approved by the Board of Directors of SCOR SE ("the Company") on 5 March 2013.
Because of the international activity of the Group, and to ensure a Group wide coherent approach for managing risks and operating the internal control system, the Group uses the COSO 2 framework "Enterprise Risk Management – integrated framework" published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in developing and formalizing the risk management and internal control systems.
The four general objectives sought through the application of this framework are:
The use of this framework requires us to cover the eight components set forth by the COSO 2, i.e.:
The structure of this report is in line with the eight components of the COSO 2:
Monitoring of the internal control procedures falls under the remit of the Group General Management. Since September 2009 SCOR's ERM is rated "strong" by Standard & Poor's.
Like any internal control system, the Group's system cannot absolutely guarantee that the risks of not achieving the COSO objectives will be totally 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:
The Group SCOR consists of the parent company SCOR SE, a European company having its registered office in Paris, avenue Kléber (France). Beyond its responsibilities of a parent company, the Company has operational responsibilities for cash management and for the retrocession of the Group's operating entities and functional responsibilities.
Following several acquisitions, in particular in 2006 and 2007, the Group has set up a functional organization structured around regional management platforms, or Hubs": Cologne, London, Paris and Zurich for Europe, Singapore for Asia and for the Americas' hub, New York and Charlotte (since August 2011 for the life reinsurance business). Each subsidiary, branch, and representation office has a functional link to a given Hub. 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. 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 within six "Hubs", the local support functions are gradually assumed by entities especially dedicated and set up in each Hub. This organization enables to create centers of expertise and to strengthen the coherence and control of our activities. Thus the head of Hub is responsible for defining the business continuity plan and implementing it in all locations within his Hub. Furthermore, the Hub is a key element for the implementation of Group procedures and policies.


Group Internal Control System: the participants
Within this environment, control responsibilities are exercised as follows:
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 SCOR, SCOR Global P&C and SCOR Global Life and support the relevant business process owners if necessary.
The approach used to develop 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 uniform format, by the operational divisions (SGP&C, SGL, SGI) and central functions (Finance, Risks, Operations). Group policies are approved by the Group COMEX and 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. In 2012 four new Group Policies were published and eight existing Group Policies were amended reflecting the latest legal and other requirements.
The Group standards and references cover a wide range of activities, including the compliance area for which the framework has been further strengthened in 2012, in particular tightened requirements and other developments. More specifically four Group Compliance Policies were updated and one new Group Compliance Policy was published. The main changes can be summarized as follows:
organization, training sessions targeted for underwriters, claims and accounting staff were also held during 2012 in all Hubs and other 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 has been updated and publicly presented on the 7 September 2011 following the acquisition of Transamerica Re and the sale of our U.S. equity indexed annuity business. The updated strategic plan reaffirms 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.
As mentioned here before, 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:
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 part 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 concept, these control activities are performed on group or company level, on core business and investment process level, or on supporting process level.
The formalization is being revised in accordance with the new Group standards.
SCOR uses an internal model for determining economic capital managed by the Group Financial Analysis & Risk Modeling Department of the Group Risk Control Department, necessary 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.
Refer below to (F) Financial Reporting .
The Group's central functions, different from the finance and communication functions dealt with in parts (D) and (F) thereafter, comprise Risk Management, Treasury, Budget & Forecasting and functions relating to legal and tax issues, information systems, human resources and general service departments. These include:
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 Group Corporate Finance and Financial Communications Department, which respects a formalized process. Financial information intended for rating agencies is the responsibility of the Group Corporate Finance and Financial Communications 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 elaborates 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 being applied by Group entities. A high level of control already exists in Omega. Its reengineering which has been decided as a strategic project in July 2010 by the Board of the Group and by the Executive Committee will even reinforce this strong internal control.
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 which enables to book, value and monitor of assets owned by all 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:
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:
enhanced audit trail.
The initial phases of this Program of defining the business requirements and developing a Core Solution (design, build & test) are completed, and the Core Solution has been validated. This solution has been rolled-out in 2012 and 5 Hubs are now fully operational in the new environment : London, Zurich, Singapore, Cologne and Paris. "One ledger" will be implemented during 2013 in America's Hub.
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 and SCOR Global Life, make a specific quarterly statement to the Chairman and Chief Executive Officer, and to the Group Chief Financial Officer in the 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. The results are analyzed and monitored by a committee including the General Secretary of SCOR, the Group Accounting Director, the accounting departments of SCOR Global P&C and SCOR Global Life, and the Head of the IFRS Centre of Excellence. The key points are communicated to the Executive Committee.
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 2012, the Group has pursued its efforts on compliance issues as briefly summarized in this report and enhanced its risk governance through the Group Risk Committee .
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.
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 2012.
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, 5 March 2013
The Statutory Auditors
MAZARS ERNST & YOUNG Audit
Michel BARBET-MASSIN Antoine ESQUIEU Guillaume FONTAINE
*This glossary is a list of selected reinsurance terms. It is not a complete list of terms used in this Document de Reference or in the insurance or reinsurance industry.
A
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 elating 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 cedants. 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.
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.
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. Those 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.
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.
N
Gross premiums less the portion of premiums paid for retrocession.
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.
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.
M
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.
R
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 U.S., U.K., 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.
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 divisiont 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.
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.
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.
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.
A regulation in the U.S., commonly referred to as Regulation XXX (or Triple X) which requires a relatively high level of regulatory, or statutory, reserves that U.S. 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.
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.
| 1 | Operating and financial review of SCOR SE |
401 |
|---|---|---|
| 1.1 | Year 2011 | 401 |
| 1.2 | Operating results of SCOR SE during the last financial years |
402 |
| 2 | Fluctuation of SCOR SE quotation throughout 2011 |
403 |
| 3 | Social impact of SCOR's activities | 403 |
| 3.1 | Presentation | 403 |
| 3.2 | Group social indicators | 404 |
| 3.3 | Additional information | 408 |
| 4 | Environmental impact of SCOR's activity | 413 |
| 5 | information related to social commitments in support of sustainable development |
419 |
| 6 | Additional information relating to the management report of the Company and the Group – Table of compliance |
423 |
| 7 | Review report by statutory auditors on a selection of social corporate citizenship and environmental indicators |
424 |
<-- PDF CHUNK SEPARATOR -->
In accordance with the AMF Guide d'élaboration des documents de référence up-dated as at 20 December 2010, statements and information pertaining to the management report on the Company's and on the Group's activities in 2012, as approved by the Board of Directors on 5 March 2013 (the "Report"), are included and presented in the Registration Document 2012 which will be submitted as such to the Shareholders' Meeting convened to approve the financial statements of the financial year ended on 31 December 2012.
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 2012
The balance sheet of SCOR SE as at 31 December 2012 amounts to EUR 7,533,153,877 compared to EUR 7,526,177,627 at the end of 2011.
The total of financial assets of SCOR SE is EUR 4,938,055,101.
The shareholders' equity of SCOR SE is amounting to EUR 2,632,100,751 and other equities are amounting to EUR 1,067,244,882. The debts amounted to EUR 495,689,375 including other loans of EUR 351,843,601.
The net amount of reinsurance reserves rose to EUR 3,269,186,299.
The reinsurance result of SCOR SE as at 31 December 2012 is EUR 79,026,569 while the financial result is EUR 195, 389,316.
SCOR SE's net income reached EUR 208,192,213 in 2012.
For additional information on the operating and financial situation of SCOR SE and its subsidiaries, as well as on their activities' development in 2012, 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 108,369 for the previous fiscal year 2012 and the amount of taxation borne by the Company due to the non-deductibility of such charges should amount to a total of EUR 39,121.
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 2012.
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 | 2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|
| I. - Financial position at the end | |||||
| of the year: | |||||
| a) Social Capital (EUR millions) | 1,515 | 1,513 | 1,479 | 1,459 | 1,451 |
| b) Number of issued shares | 192,384,219 | 192,021,303 | 187,795,401 | 185,213,031 | 184,246,437 |
| c) Number of convertible bonds to | |||||
| shares | - | - | - | 10,765,428 | 10,470,000 |
| II. - Global Profit and loss of | |||||
| effectives transactions ( EUR | |||||
| millions): | |||||
| a) Turnover without taxes | 1,245 | 1,136 | 910 | 942 | 981 |
| b) Net Profit before taxes, | |||||
| depreciations and reserves | 188 | 56 | 184 | (258) | (62) |
| c) Current income tax | 10 | 9 | 25 | 13 | 11 |
| d) Net Profit after taxes, depreciations and reserves |
208 | 235 | 204 | 199 | (64) |
| e) Allocated Net Profit amount | 231(1) | 211 | 207 | 185 | 148 |
| III. - Profit and loss per share: | |||||
| a) Net Profit after taxes, and before | |||||
| depreciations and reserves | 1,03 | 0.34 | 1.13 | (1.33) | (0.28) |
| b) Net Profit after taxes, | |||||
| depreciations and reserves | 1,08 | 1.22 | 1.10 | 1.08 | (0.35) |
| c) Paid dividend per share | 1.20(1) | 1.10 | 1.10 | 1.00 | 0.80 |
| IV. - Salaries: | |||||
| a) Number of salaries. | 566 | 554 | 777 | 503 | 535 |
| b) Gross wages amount | 79 | 54 | 81 | 44 | 44 |
| c) Amount of paid employees | |||||
| benefits (Healthy contribution, | |||||
| others benefits, etc.) | 22 | 17 | 21 | 12 | 11 |
(1) Subject to adjustment according to the 25 April 2013 shareholders' meeting's decision as per the allocation of 2012 income
Over the three previous fiscal years, the amounts distributed by SCOR SE as dividends were as follows:
| Fiscal year ended on: | 31/12/2011 | 31/12/2010 | 31/12/2009 |
|---|---|---|---|
| Number of shares (1) | 192,021,303 | 187,760,207 | 185,150,621 |
| Net dividend per share | EUR 1.10 | EUR 1.10 | EUR 1.00 |
| Amount eligible for the deduction allowance specified | |||
| by Article 158-3 of the French General Tax Code (2) | EUR 1.10 | EUR 1.10 | EUR 1.00 |
(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 2009, 2010 and 2011 for the fiscal years 2008, 2009 and 2010 gave entitlement to a 40% deduction (except if the beneficiary has opted for fixed-rate taxation on dividends (prélèvement libératoire forfaitaire).
The following statements present the volume of transactions and the fluctuation of SCOR SE quotation on the Euronext Paris stock market by Euronext NYSE throughout the financial year 2012:
| TOTAL OF TRANSACTIONS | EXTREME MARKET PRICE | ||||
|---|---|---|---|---|---|
| Value | Higher | Lower | |||
| Year | Month | Volume | (million EUR) | (In EUR) | (In EUR) |
| 2012 | January | 7,444,755 | 138 | 19.48 | 17.33 |
| February | 6,559,214 | 129 | 20.15 | 19.20 | |
| March | 10,519,341 | 213 | 20.88 | 19.70 | |
| April | 11,560,659 | 228 | 20.62 | 18.80 | |
| May | 18,223,238 | 340 | 20.54 | 17.31 | |
| June | 8,575,408 | 155 | 19.26 | 17.06 | |
| July | 8,851,482 | 169 | 19.98 | 18.50 | |
| August | 7,236,642 | 141 | 20.06 | 19.05 | |
| September | 8,239,970 | 165 | 20.48 | 19.45 | |
| October | 6,585,507 | 136 | 20.41 | 20.12 | |
| November | 7,497,449 | 158 | 21.16 | 19.76 | |
| December | 6,571,052 | 134 | 20.72 | 20.15 |
This appendix is prepared in accordance with the regulations referred to in the Article 225 on the national commitment to environment. The presentation also takes into account Recommendation No. 2010-13 of the Autorité des Marchés Financiers published on 2 December 2010 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 in 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.
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 information mentioned in the French decree named Grenelle II which is explicitly mentioned(1) .
Scope
The items pertain to the entire Group except ReMark (134 employees) , Telemed (29 employees) and Rehalto (29 employees). They are controlled 100% by SCOR Global Life SE and managed independently from the Group in terms of human resources.
Limit of the 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.
(1) The slight differences compared to the decree are systematically mentioned.
| 2012 | 2011 | 2010 | |
|---|---|---|---|
| Hub Paris | 713 | 665 | 631 |
| Hub Americas | 628 | 603 | 306 |
| Hub Zurich | 239 | 237 | 253 |
| Hub Köln | 208 | 211 | 202 |
| Hub London | 189 | 174 | 149 |
| Hub Singapore | 173 | 150 | 124 |
| TOTAL excluding ReMark | 2,150 | 2,040 | 1,665 |
| ReMark (2) | 134 | 144 | 157 |
| TOTAL | 2,284 | 2,184 | 1,822 |
(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, Luxembourg, 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, ReMark's human resources is managed independently from that of the Group
| 2012 | |
|---|---|
| Male | 1,133 |
| Female | 1,017 |
| TOTAL | 2,150 |
| Indicator "Grenelle II": Distribution of the employees (by status) | |
|---|---|
| 2012 | |
| Partners (1) | 622 |
| Non-Partners | 1,528 |
| TOTAL | 2,150 |
(1) Definition of the Partner: see "Section 8 – Total Compensation: Elements relating to the remuneration policy." The Corporate Officer is included in this population.
| 2012 | 2011 | 2010 | |
|---|---|---|---|
| SCOR Global P&C | 712 | 658 | 656 |
| SCOR Global Life (1) | 848 | 817 | 452 |
| SCOR Global Investments | 51 | 45 | 39 |
| Group Functions and Support (2) | 539 | 520 | 518 |
| TOTAL excluding ReMark | 2,150 | 2,040 | 1,665 |
| ReMark (3) | 134 | 144 | 157 |
| TOTAL | 2,284 | 2,184 | 1,822 |
(1) For 2011 and 2012, the former Transamerica Re employees are temporarily included in the SCOR Global Life division. For 2012, Rehalto (29 employees as at 31 December 2012) and Telemed (29 employees as at 31 December 2012) are 100% subsidiaries of SCOR Global Life SE, managed independently from the Group in terms of human resources and not aggregated 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 is managed independently from that of the Group
| 2012 | |
|---|---|
| Permanent Contract | 2,134 |
| Fixed-Term Contract | 16 |
| TOTAL (including the ex-TransAmerica Re | 2,150 |
| employees) | |
| Trainees(*) | 66 |
| TOTAL including trainees | 2,216 |
(*) We consider that the trainees are paid and under a tripartite relationship between the company, the school and the student
| 2012 | |||
|---|---|---|---|
| Male | Female | Total | |
| Permanents contracts | 151 | 115 | 266 |
| Fixed-term contracts | 7 | 9 | 16 |
| Trainees | 53 | 44 | 97 |
(1) The group has 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, university and student employee.
| 2012 | |||
|---|---|---|---|
| Male | Female | Total | |
| Retirement | 5 | 6 | 11 |
| Resignation | 63 | 48 | 111 |
| Dismissal | 14 | 25 | 39 |
| End of Fixed-term contract | 6 | 5 | 11 |
| Decease | 1 | 1 | |
| Trainees | 59 | 47 | 106 |
Methodology: employees on fixed-term Contract are considered as definitively leaving SCOR when their contracts expire. Employee who signed a permanent contract in 2012 at the end of their fixed-term contract are not included in this scope.
In 2012, the Group's staff turnover rate was 5.4%*%.
(*2012 Group's staff turnover: number of resignations in 2012 /headcount as at 31 December 2011)
Indicator "Grenelle II": Compensation (composition of the package)
| In EUR | |
|---|---|
| (**) Average fixed remuneration as at 31/12/2012 |
82,548 |
| Average bonus(***) | 9,310 |
| Total granted shares(****) | 11,420 |
| TOTAL | 103,278 |
(*) The Corporate Officer is not included. The total compensation is calculated on the basis of 2,149 employees as at 31 December 2012.
(**) The average fixed remuneration is based on the annual base salary paid to the employee, prorated to actual hours worked.
(***) The bonus includes the profit-sharing scheme for France
(****) 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 on the 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 organised into six 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 labour 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 as well as other benefits.
Base salaries are set according to criteria that consider a variety of factors, such as conditions on the local labour market, professional education and professional experience before entering SCOR, the accumulated expertise, the present position of the jobholder, and his 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 to 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 sharing information, 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 the non-Partners employees the SCOR cash bonus reward 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%. This scale is increased by a multiplier (2 or 3) in some Hubs in order to take account specific local labor markets.
For Partners, the SCOR bonus system is linked directly to the staff individual performance appraisal (corresponding to pre-defined ranges) and also to the Return on Equity 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.
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 and 168,440 for 2012.
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 in 2012
| Hub | (In EUR Thousands) |
|---|---|
| Hub Paris | 32,921 |
| Hub Americas | 12,806 |
| Hub Zurich | 3,030 |
| Hub Köln | 2,554 |
| Hub London | 5,801 |
| Hub Singapore | 1 ,347 |
| TOTAL | 58,459 |
| Description of the main schemes of retirement and compulsory health for the major countries in which SCOR | ||
|---|---|---|
| operates |
| 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. |
| 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 pension is payable from age 65. |
Six defined benefits pension schemes: for three of them, the payment of the pension benefits is calculated on the 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 of death. |
All the employees are obliged to have health insurance (basically: statutory health insurance). Employees earning more than 50,850 €, may choose after one year if they want to keep 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 107.45 per week for 2012-2013 |
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 5 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 dependants : around 100 employees concerned. |
| United States |
Progressive formula based on the average monthly income (AIME: Average Indexed Monthly Earnings). |
Six 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 exceed 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 (100 employees in New York, 28 employees in Itasca, 32 employees in Toronto, 364 employees in Charlotte). |
| SwitzerlandThe | 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 (89 employees). |
Indicator "Grenelle II": Distribution of the employees by age
Distribution by age(*)
| By age | 2012 |
|---|---|
| Less than 30 years | 192 |
| 31-40 years | 500 |
| 41-50 years | 447 |
| 51-60 years | 340 |
| More than 60 years | 43 |
| TOTAL | 1,522 |
(*) Due to local laws, the age of the employees working in the hub Americas has not been taken into account in these figures
| 3.2.11 Distribution by type of working time | |||||
|---|---|---|---|---|---|
| --------------------------------------------- | -- | -- | -- | -- | -- |
Indicator "Grenelle II": Organization of the working time
| 2012 | |||
|---|---|---|---|
| Male | Female | Total | |
| Full-time employees | 1,115 | 871 | 1,986 |
| Part-time employees | 18 | 146 | 164 |
| TOTAL | 1,133 | 1,017 | 2,150 |
| Indicator "Grenelle 2" |
|
|---|---|
| The annual working time in the Group is 201 days for the employees with "cadres" status in | Organisation of |
| France, 205 days for the employees with "non-cadres" status in France, 217 days in Spain, 222 days in Italy, 218 days in Belgium, 201 days in Luxembourg, 221 days in the Netherlands, 243 days in Russia, 224 days in South Africa, 227 days in Ireland, 227 days in the UK, 245 days in Sweden, 223 days in Switzerland, 229 days in Israel, 221 days in Germany, 223 days in Austria, 232 days in New York (USA), 227 days in Brazil, 225 days in Colombia, 232 days in Itasca (USA), 230 days in Toronto (Canada), 229 days in Charlotte (USA), 234 days in Montreal (Canada), 228 days in Latin Americas (Life division: Chili, Mexico, Brazil), 229 days in Australia, 228 in China, 223 days in Hong Kong, 215 days in India, 224 days in Malaysia, 226 days in South Korea, 230 days in Singapore, 216 days in Japan and 229 days in Taiwan. |
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 the local law, it is not possible to present this data on a comparable basis this year. |
|
| The length of absence(*) within the Group is 10,004 days in France, 6 days in Belgium, 0 day in Luxembourg and Netherlands, 103 days in Spain, 179 days in Italy, 49 days in Russia, 14 days in South Africa, 487 days in Ireland, 1,156 days in United-Kingdom, 562 days in Sweden, 1,252 days in Switzerland, 118 days in Israel, 2,359 days in Germany, 234 days in Austria, 436 days in New York (USA), 6 days in Brazil, 130 days in Colombia, 86 days in Itasca (USA), 238 days in Toronto (Canada), 191 days in Charlotte (USA), 45 days in Australia, 6 days in China, 80 days in Hong-Kong, 2 days in India, 2 days in Malaysia, 118 days in South Korea, 564 days in Singapore, 15 days in Japan, 6 days in Taiwan. |
Organisation of working time |
(*) Sick leave, accident, maternity/paternity leave, sabbatical leave, exceptional leave are included. For Montréal (USA) and Latin America (Life division: Chili, Mexico, Brazil), the data are not available for technical reasons ( 40 employees concerned).
3.3.2 Social relations
| Indicator "Grenelle | |
|---|---|
| 3 European Committee meetings were held in 2012 (in Paris on April 27th, 2012, on July 3rd, 2012 and on November 9th, 2012). |
2" Organisation of employee/management dialogue |
| 53 meetings were held with staff representatives in Europe (16 meetings in France, 4 meetings in Italy, 4 in Switzerland, 25 meetings in Germany, 4 in Sweden). |
Organisation of employee/management dialogue |
| 13 collective agreements were signed within the Group in 2012 (5 agreements were signed in France on July 4th,2012 "Management of jobs skills within SCOR Paris", on July 20th, 2012 "Premium profit sharing 2012", on July 6th, 2012 "2012 wages agreement", on July 4th, 2012 "Endorsement No. 2 to the agreement on the participation of employees SCOR (December 28th, 2007)", on July 4th, 2012 "Endorsement No. 2 to the Agreement on the company savings plan of the employees SCOR (December 21st, 2009)", 7 agreements were signed in Germany on November 2012 « Allowance for glasses for computer work », September 2012 « Parent-Child-Office », August 2012 « public transport and parking allowance », June 2012 « Special leave », April 2012 « Child care allowance 2012 », March 2012 « Addendum to social agreement flexible working time », in January 2012 « New pension scheme at SCOR », 1 agreement was signed in Austria in January 2012 « New pension scheme at SCOR ». No collective agreement related to health and safety in the workplace were signed in 2012. |
Collective agreements review |
| In 2012, the Works Council in Paris spent EUR 588,914 on social activities. This figure does not include operating expenses (or summer camp costs(*)). The main benefits for the employees are: "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 Vouchers as Christmas gifts, Financial support for holidays (preferential rates for winter/summer holidays and excursions, discount vouchers for holiday-related spending, etc.) A contribution to the supplementary health insurance in France. Etc |
Works Council activity |
| (*) 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 EURO 106,162 in 2012. |
|
| 3.3.3 Health and security | Indicator |
| 18 meetings were held with the Group's staff representatives to discuss local health and safety conditions (13 in France, 1 in Italy, 4 in Switzerland). |
"Grenelle 2" Health and security |
| No employee were declared unable to work in 2012 in the Group. | Health and security |
| 3 occupational accidents(2) on the working place with sick leave were recorded as at (3) December 2012 (2 in France, 1 in New York (US)) |
31 Occupational accident and professional deseases |
| Due to its geographical locations and applicable local laws, SCOR complies with all provisions of the International Labour Organization. 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 2012, number of measures for health protection/prevention were implemented: | Health and security |
In Germany, measures included sponsored runs, health checks for certain top managers, an integration management programme, aiming to provide the right conditions to help certain employees return to work after long-term sick leave, first aid training, a variety of medical services in cooperation with the company doctor (e.g.: eye examinations, a give up smoking programme and stress management).
In Austria, first aid training, workplace evaluation (visits by safety engineers and occupational health physicians from the Austrian Workers' Compensation Board).
In France, certain measures are implemented. These include an annual analysis of the professional risk prevention professional program, the launch in 2010 of the personal support managed by Rehalto (social rehabilitation, management of psychosocial risks) in 2010, which is still underway in 2012, the creation of a "Relocation Committee" for the move to Kléber (decisions taken on ergonomic issues etc.), sport club proposed at Kléber.
In Russia, the company rents out a sports club for employees.
In Spain, employees are offered an annual medical check-up (general medical examination and occupational risk prevention).
(1) Due to the multiplicity of local laws on this subject, the information relating to occupational diseases is not available in 2012 for technical reasons.
3.3.4 Professional Training
| Indicator "Grenelle 2" |
|
|---|---|
| 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 analysing, 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 |
|
| Building on this, in 2013 the training policy will form part of the "SCOR University" concept, which will extend training to the international level and harness the synergies of existing training schemes. The concept will be structured around 3 pillars: Business, Management & Leadership, and Excellence. |
|
| 36 014 training hours have been offered by the Group in 2012. 16,951 training hours (EUR 609,593, 1,987 interns) were offered in the hub of Paris, 4,723 training hours (EUR 181,718, 450 interns) were offered in the hub of Köln, 5,028 training hours (CHF 297,980, 633 interns) were offered in the hub of Zurich, 3,411 hours in the hub of London (GBP 128,322, 174 interns), 1,086 training hours (SGD 77,949, 55 interns) were offered in the hub of Singapore, 4,815 training hours (1 822 interns(*)) were offered in the hub Americas. |
Number of training hours |
| (**) In 2012, on average, approximately 17 hours of training were followed per employee. |
|
| SCOR had 66 trainees as at 31 December 2012. (41 in France, 9 in Switzerland, 8 in Germany, 4 in the US, 1 in Canada, 3 in the United-Kingdom). The trainees' working contracts differ according to country and training objectives. All trainee programs aim to introduce the students to the world of work, be it through internships during studies or vocational training courses for learning about specific professions. |
Description of the training policy (internship) |
(*) For technical reasons, this figure does not include Montréal (Canada) and Latin America (Life division: Chili, Mexico, Brazil), 40 employees at the end of December 2012. The total training cost is not available for the Americas hub.
(**) Calculated on the basis of employees as at 31 December 2012. This figure does not include Canada and Latin America (Life division: Chili, Mexico, Brazil), hence it covers about 97% of the total headcounts.
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, and acting as a staff representative or participation in a trade union.
Indicator "Grenelle 2"
disabled employees
Discrimination and promoting diversity
Equality between women and men
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, particular attention was paid to the number of women with Partner status (between 2008 and 2012, the number of women partners increased by 80% while the total number of partners increased by 50%); and compliance with internal equity when increasing salaries, performing appraisals or promoting to Partner status (reminder of this principle sent to the managers with the guidelines); recruitment process designed to eliminate any risk of discrimination.
In parallel, the following commitments (resulting from the agreement) have been made at the Paris site:
| | In 2009, 1 part-time position was created for an employee with a disability in Russia. | Combating |
|---|---|---|
| | 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). |
discrimination and promoting diversity |
| | In Germany and Switzerland, "equal opportunity lunches" are organised. The objective |
The Group has 16 employees with disabilities: 1 in Germany, 2 in Switzerland, 6 in France, 2 in Italy, 1 in New York (US), 3 in Charlotte (US), 1 in Toronto (Canada). Employment and integration of
The report covers a 12 months period from the 1st January to the 31st December of the year under review.
The items pertain to the entire Group except ReMark, Telemed and Rehalto. They are controlled 100% by SCOR Global Life SE and managed independently from the Group in terms of human resources.
The headcount is calculated on the basis of the employees registered at 31 December in fixed-term contract (working contract signed directly between SCOR and the individual with a defined ending date) or permanent contract (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, university and student employee.
Employees on fixed-term Contract are considered as definitively leaving SCOR when their contracts expire. Employee who signed a permanent contract in 2012 at the end of their fixed-term contract are not included in this scope.
2012 Group's staff turnover: number of resignations in 2012)/headcount as at 31 December 2011
The average fixed remuneration is calculated on the annual remuneration of reference paid to the employees, prorated to actual hours worked. The average bonus includes the profit sharing scheme for France. It takes into account the bonus equal to 0 for a law 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 doesn't take in consideration the absence for sick leaves, maternity leaves, sabbatical vacations etc.
The length of absence include sick leave, accident, maternity/paternity leave, sabbatical leave, exceptional leave.
- Number of training hours: total number of hours of training for all the employees. These training hours are directly managed by SCOR or by an external training organization at the behest of SCOR. In case of collective training, the number of hours of training should is multiplied by the number of participants.
A disabled employee is an employee officially affected by a disability recognized by the administration. It may be physical or mental or some 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.
Information required under Article R. 225-105 of the Commercial Code
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, SCOR has strengthened its commitment in 2012 as 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 it's activity) and to a lesser extent office equipment (furniture, Information Technology equipment, paper…).
The Group's environmental policy is decentralised at "hub" level (in Europe, Cologne, London, Paris and Zurich, in Asia Pacific, Singapore and in the Americas, Americas Hub) 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 favour of the environment, encourages, coordinates and mandates locally implemented environmental initiatives.
The GREENSCOR manager, appointed in 2009, relies on and reports to the Group Corporate Social Responsibility Committee (CSR Committee) where he also acts as the secretary. The CSR Committee is chaired by the Group Chief Operating Officer and gathers the Hubs' Chief Executive Officer's, as well as representatives from several central functions (compliance, Human Resources, Communication, Risk) and operational functions (SCOR Global P&C, SCOR Global Life, SCOR Global Investments).
Being mindful of controlling its direct "environmental footprint", the Group supports any initiatives which tend 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 favour of the environment and takes into account the AMF recommendation n°2010-13 published on the 2 December 2010 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 2012 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. Companies in which SCOR has a shareholding are excluded from the scope (Refer to paragraph 20.1.6.24 - Related party transactions, Associates and Joint Ventures). ReMark, Réhalto and Telemed (totalling 202 employees worldwide), which are 100% owned by SCOR, are also excluded from this environmental report. This was also the case in 2011. Activity data have been collected between the 17 December 2012 and the 25 January 2013 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. 31/12/2012), excluding the premises located in Milan (Italy) which will be included in the scope of a next reporting exercise. The report now covers sites that were not included during the data collection conducted in 2011, namely Charlotte (United-States) and Madrid (Spain) which have a total headcount of 382 employees.
Moreover unlike the 2011 data collection the threshold of 30 employees is no longer applicable for the calculation of the environmental impact of air and rail 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 95% of Group employees.
Consolidated data covers a 12 month period, generally from 1 January 2012 to 31 December 2012.
Given the significant variations in scope from one year to the next, the data presented in the "environmental indicator" table cannot be compared with those published in 2011.
Due to the unavailability of data for the full year on some of the locations included in to the environmental report, extrapolation have been done via on an estimate of the consumption missing data. Moreover, in some locations, only consumption billed directly to Group entities has been taken into account in general. At present consumption included in rental charges couldn't be isolated, nor estimated in a number of cases. As a consequence, from one site to another, the information collected in each hub may entail 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.
Energy consumption is expressed in kWh/m 2 , 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 tonnes 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 have an important environmental footprint. Within this "Scope", the main sources excluded are commuting and the so-called depreciation of furniture and property offices.
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 2012 Data | Scope |
|---|---|---|
| 1- Company organisation to manage, assess environmental issues and certification initiatives |
Company organisation to manage, assess environmental issues and certification initiatives are developed in section : "Group's environmental policy: general organisation 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". This information is complemented by regular communications via internal corporate media such as SCORLinks, and by themed events such as SCORLunches. In 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. |
Group |
| 3- Resources dedicated to prevent environmental risk and pollution |
Data not itemized in our budget and control monitoring system | N/A |
| 4- Amount of provisions and guarantees covering environmental risks |
The Group has been subject to no environmental penalties. Since Scor have not been subject of any convictions or any litigations invoking its civil liability. |
Group |
| Information required by the decree n°2012-557 |
Description and 2012 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. |
N/A |
| 6- Prevention, production and recycling of waste |
The Group selectively monitors its waste, particularly on the most toxic products for the environment (electronic and computer waste, batteries, ink cartridges and toners, etc.). The production of paper waste is also monitored and consolidated throughout the Group, although the reinsurance industry uses less paper than the insurance industry. |
Group |
| Most of the locations surveyed in 2012 reported on "paper waste" and to a lesser extent on other waste (IT & electronic, bulbs, toner, batteries, other). |
||
| In 2012, sorted and recycled "paper waste" amounted to 152 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 (82.2 tons). This difference is mainly due to archive clean-ups and to the inclusion of other waste in the "paper waste" category such as cardboard and newspapers. |
||
| 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 polltion |
N/A |
| Information required by the decree n°2012-557 |
Description and 2012 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 29,949 m3 in 2012 or 14 m3 per employee and contractor. |
Group |
| 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 acquisition of property offices. Where the Group has a centralised 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 organisation 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). |
Group |
| Otherwise, furniture and office equipment are managed locally and "green" standards are progressively integrated in various areas such as paper ream purchases reaching 82.2 tons in 2012 (i.e. 34 kg per employee and contractor). Recycled paper and paper carrying the FSC or PEFC label represented around 88% of these purchases. |
||
| 10- Energy consumption and measures taken to improve energy efficiency |
Due to the relocation of important premises (more than half of the Group's workforce over 3 sites), a substantial part of the consolidated energy consumption has been extrapolated on the basis of the consumption recorded on the most recent premises. The Group consumed 15.2 GWh in 2012 (or 236 kWh/m2 ) to operate the premises occupied by its staff (lighting, heating, cooling – including data centre -, power for operating various equipment). |
Group |
| Most of the energy consumed in the Group's premises surveyed | |
|---|---|
| comes from electricity (66%). | |
| 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 2012, around 33 million of kilometres (or around 16,174 kilometres per employee) were travelled either by plane (96%) or by train (4%). 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 in 2012 (i.e. the threshold of "30 employees" as at 12/31/2012 is not adopted) as stated in the methodology note. Therefore current data are not comparable with the data disclosed in 2011.
Main Steps taken at Group level to improve energy efficiency are described in the section "Group's environmental policy: general organisation 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). N/A
| Information required by the decree n°2012-557 |
Description and 2012 Data | Scope |
|---|---|---|
| 12- Green House Gas emissions | In 2012, the Group's emissions calculated as defined in the section "environmental indicators: scope, methodology and limitations" amounted for 18,479 tons of CO2 equivalent or 9 tons of CO2 equivalent per employee. Most of these emissions were driven by business transportation representing around 80% 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 vapour generated by jet engines). |
Group |
| If we exclude from the calculation gas not included in the Kyoto Protocol, the Group's emissions fall to 12,105 tons of CO2 equivalent of which air transportation accounts for 66% 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 "Climate Risk and Insurance" whose purpose is to contribute to the brainstorming on sustainability through an increase of the resilience of societies to climatic risk and extreme events. In addition to this participation, workshops (Campus) are regularly |
Group |
| organised 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. Whereas voluntary compensation is experimented in Cologne. SCOR Switzerland Ltd joined the Swiss Climate Foundation concerned with the climate protection by giving financial support to small- and medium sized enterprises (SMEs). |
||
| formation required by the decree n°2012-5 |
Description and 2012 Data | Scope |
|---|---|---|
| 14- Measures taken to preserve | Not material due to the nature of the activity (i.e. financial services); | N/A |
| and develop biodiversity | the direct impacts of which on biodiversity is insignificant. |
| Indicator | Unit | Data 2012 | Coverage(1) |
|---|---|---|---|
| Energy (2) | kWh | 15,203, 886 | 84% |
| Water | 3 m |
29, 949 | 69% |
| Sorted and recycled "paper waste" | kg | 151, 955 | 84% |
| Air transportation | km | 31, 640, 521 | 95% |
| Rail transportation | km | 1, 337, 551 | 85% |
| Greenhouse Gas Emissions | TeqCO2 | 18, 479 |
(1) coverage rate calculated on the basis of hubs response rate (in terms of employees without taking into account entities excluded from the scope) (2) of which electricity (66%), fuel and gas (11%), other heating source (7%) and other cooling source (16%)
The information below, which relates to the Group's societal commitments in favour 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 ORGANISATIONS 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 paragraph 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. information letters, 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 laid down 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 programmes. 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 centres) 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 of cardiovascular disease (partnership with the Assmann Foundation in Germany), Alzheimer's Disease (partnership with the IFRAD Foundation in France), AIDS (partnership with the Pierre & Marie Curie University at the Pitié-Salpêtrière hospital), the Group also contributes to the promotion of actuarial science in Europe (Germany, Spain, Portugal, France, Italy, the UK and Switzerland) and financial and economic science (Nanyang Technological University/Nanyang Business School in Singapore) and has 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). Additional information on some of these sponsorship and partnership programmes is available in section 11 ("Research & development, licences and patents") of this document.
The constitution of the SCOR Global Risk Centre at the end of 2010 bears witness to this desire 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 centre, which is dedicated to disciplines concerned by risk (mathematics, actuarial, physics, chemistry, geophysics, climatology, sociology, law, economics, finance, etc.) centralises 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 centre uses contributions that may originate from any field, without restriction.
The creation of the SCOR Corporate Foundation for Science marks 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's Board of Directors will notably ensure that it functions properly and will present comprehensive public reports on its activities. 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 will take responsibility for some of the Group's existing scientific research operations. In total, the Foundation will be responsible for a range of annual commitments amounting to around EUR 1 million.
Aside from the involvement described above in the development and diffusion of scientific knowledge, SCOR runs a number of sponsorship programmes 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 programme 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, run a number of charity operations, including the "Give4Others" programme, which enables staff to devote four hours per month to voluntary work for the non-profit associations of their choice. Another social programme consists of a partnership with the Walter G. Byers state school, which has a very high proportion of homeless children. Other charity organisations 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.
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.
Consideration of societal and environmental challenges in the purchasing policy
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 in 2012 by the SCOR Group and which apply to all its employees (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 labour 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 diligence stated above are applied to the these outsourcing contract.
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 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 questions 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. In this respect SCOR's Code of Conduct was amended in 2012. The amendments include amongst others a specific reminder on the importance to comply with both national and international applicable anti-bribery laws and the serious consequences of violating applicable laws and regulations and an explicit statement that SCOR prohibits retaliation against any employee for reporting in good faith any violations of laws or the principles of the Code.
To embed awareness on requirements of applicable laws (including anti-bribery laws) and of group compliance policies into the organization, further training sessions were held during 2012 in all hubs and other major Group 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:
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 2012: | |
| Analysis of the Group business development, results and financial |
|
| situation | Sections 3, 9 and 20 |
| Section 5.1.5, 6 and Appendix A. | |
| 2012 fiscal year's important events for the Group and SCOR SE |
§ 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 2012: | |
| 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 |
| Appendix A and Section | |
| - Issuance of bonds and similar securities | 20.1.6.14 |
| - Share capital ownership and structure | Section 18.1 (1) |
| - Cross shareholdings | - (2) |
| - Elements which could have an impact in case of a tender offer | - |
| - 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 | |
| 2012 | 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 2012 | Section 15 |
| Securities held by the Board Members |
Section 17.2.1 |
| Section 12 and Appendix A - | |
| Recent development and prospects |
Note 16 |
| SUBSIDIARIES AND AFFILIATES : | |
| Group Chart |
Section 7 |
| Sections 6, 7, 9 and Appendix A | |
| Subsidiaries' business overview in 2012 |
§ 2.3 |
| Purchase of shareholdings in 2012 |
Sections 20.1.6.3 and 4.1.11 |
| REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON THE | |
| CONDITIONS FOR THE PREPARATION AND ORGANISATION OF THE WORK | |
| OF THE BOARD OF DIRECTORS AND THE INTERNAL CONTROL | |
| PROCEDURES SET UP BY THE ISSUER | Appendix B |
(1) The Company did not hold any cross shareholding in 2012
(2) To our knowledge, there is no element which could have an impact in the event of a tender offer
Attestation as to presence and statutory auditor's report providing limited assurance as to social, environmental and societal information reported by SCOR SE
This is a free translation into English of the original report issued in the French language and is provided solely for the convenience of the English-speaking readers.
At your request and in our capacity as statutory auditor of SCOR SE Group (the "Group"), we hereby present our report on the consolidated social, environmental and societal information presented in paragraphs 3, 4 and 5 of the management report presented in appendix D on the present Reference Document (the "Information") prepared in respect of the financial year ended 31 December 2012 pursuant to article L.225-102-1 of the French code of commercial law.
It is the responsibility of the Board of Directors to prepare a management report including the social, environmental and societal information provided for by article R.225-105-1 of the French code of commercial law and prepared in accordance with the Group's reporting criteria (the "Reporting Criteria") available from its Group Human Resources Department and Group Communication and Public Affairs Department.
Our independence is defined by regulatory texts, our professional code of conduct and the provisions of article L.822-11 of the French code of commercial law. We have also implemented a system of quality control including documented policies and procedures designed to ensure compliance with those deontological rules and with the applicable professional standards and legal and regulatory texts.
It is our responsibility, based on our work:
We have had recourse, for assistance in performing our work, to our specialists in corporate social responsibility.
1. Attestation as to presence
We performed the following work in accordance with the professional standards applicable in France:
Based on our work, we attest as to the presence in the management report of the requisite Information
2. Report providing limited assurance
We performed our work in accordance with ISAE (International Standard on Assurance Engagements) 3000 and professional standards applicable in France.
We performed the following work designed to provide limited assurance that the Information was not subject to any material misstatement liable to impair its compliance in all material respects with the provisions of the Framework. The provision of a higher level of assurance would have required more extensive verification procedures.
We performed the following procedures:
Based on our work, we did not observe any material misstatement liable to impair the Information's fair presentation in all material respects in accordance with the provisions of the Reporting Criteria
Paris La Défense, March 5th, 2013
One of the statutory auditors
Antoine Esquieu Michel Barbet-Massin
(1) (the contribution to the Group's data of the entities selected for testing is mentioned between brackets) Social: total employees and breakdown by gender, hub, type of contract and status (35.2%), total number of hiring by type of contract (51.5%), total number of departures (19.7%), average fixed remuneration at 31/12 (35.2%), average bonus (100%), total granted shares (100%), total compensation (35.2%), distribution of Group employees by type of working time (35.2%), number of meetings organised with staff representatives per country (30.2%), number of European committee meetings (100%), total number of collective agreements signed (38.5%), number of meetings organised with staff representatives per country to discuss health and safety conditions (72.2%), number of employees declared unable to work (qualitative), total number of collective agreements signed – health / safety (qualitative), total training hours per country (61.4%), number of trainees (62.9%), description of the measures designed to reinforce the equality between men and women (qualitative), number of employees with disabilities (37.5%). Environmental: volume of paper waste (21.0%), water consumption (33.9%), energy consumption (52.2%), greenhouse gases emissions (36.2%).
(2) Paris site and London Hub.
In order to assist readers of the Annual Financial Report, the following table cross-references the information required by Article L.451-1-2 of the French Monetary and Financial Code.
| Page | |
|---|---|
| Statement by the person responsible for the Registration Document | 10 |
| Management report | 401 |
| Review of the parent company's and consolidated group's profit or loss, financial position, risks, and share issue authorizations (Articles L.225-100 and L.225-100-2 of the French Commercial Code) |
16, 88, 19, 293 |
| Information about items that could affect a public offer, as required by Article L.225-100-3 of the French Commercial Code |
190 |
| Information about share buybacks (Article L.225-211, paragraph 2, of the French Commercial Code) | 293 |
| Financial statements | |
| Full-year financial statements | 331 |
| Statutory Auditors' report on the full-year financial statements | 387 |
| Consolidated financial statements | 190 |
| Statutory Auditors' report on the consolidated financial statements | 288 |
European Company With a share capital of EUR 1,516,681,107.50 RCS Paris B 562 033 357
Corporate Office 5 avenue Kléber 75016 Paris France
Mail adress 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
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.