Registration Form • Mar 8, 2011
Registration Form
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Certain statements contained in this Registration Document may relate to objectives of SCOR SE ("SCOR SE" or the "Company") or of the SCOR Group (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 8 March 2011 under number D.11-0103. It is for information purposes only and should not be relied upon.
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Reg A Europea gistered Office Trade n Company w e: 1, avenue du e and Compan with share cap u Général de ny register (RC pital of EUR 1,4 Gaulle, 92800 CS) No. 562 03 478,740,032 Puteaux Nant 33 357. terre

This regis Financiers document approved stration docume s (AMF) in ac t for a financia by the AMF. ent was filed o ccordance with al transaction on 8 March 20 h Article 212-1 only if presen 11 under num 13 of the AM nted together w ber D.11-0103 F general reg with a securiti 3 with the Fren ulation. It can es information nch Autorité de n be used as n note (note d es Marchés a support d'opération)
Pursuant Directive registratio to Article 28 o 2003/71/CE (t on document (th of Regulation the "Regulatio he "Registratio (EC) 809/2004 on (EC) 809/2 on Document" 4 of 29 April 2 2004"), the fo "): 2004 of the Eu llowing inform uropean Comm ation is includ mission implem ded by referen menting the nce in this
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Parts of th his or these doc cuments which h are not expre essly included h herein are of no o concern to th he investor. Page intentionally left blank
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| 1 | Person responsible | 5 |
|---|---|---|
| 1.1 | Name and title of person responsible | 7 |
| 1.2 | Declaration by person responsible | 7 |
| 2 | Statutory Auditors | 8 |
| 2.1 | Auditors | 10 |
| 2.1.1 | Principal Auditors | 10 |
| 2.1.2 | Alternate Auditors | 10 |
| 2.2 | Resignation or non renewal of Auditors | 10 |
| 3 | Selected financial information | 11 |
| 3.1 | Group key figures (under current consolidation scope) | 13 |
| 4 | ||
| Risk factors | 14 | |
| 4.1 | Risk related to the business environment | 17 |
| 4.1.1 | The Group is exposed to diverse risk factors in the Non-Life and Life reinsurance businesses | 17 |
| 4.1.2 | SCOR is exposed to losses from catastrophic events | 22 |
| 4.1.3 | SCOR could be subject to losses as a result of its exposure to terrorism | 23 |
| 4.1.4 | SCOR could be subject to losses related to deteriorating results in lines where it is no longer actively | |
| writing business | 24 | |
| 4.1.5 | If SCOR's reserves prove to be inadequate, its net income, cash flow and financial position may be | |
| adversely affected | 25 | |
| 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 | 27 |
| 4.1.8 | Financial ratings play an important role in SCOR's business | 27 |
| 4.1.9 | 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 | |
| 4.1.10 | Operational risks, including human errors or computer system failure, are inherent in SCOR's business | 28 |
| 4.1.11 | SCOR is exposed to risks related to the recent acquisitions | 29 |
| 4.1.12 | SCOR is exposed to credit risks | 30 |
| 4.1.13 | SCOR is exposed to the risk of no longer being able to retrocede liabilities on economically viable terms | |
| and conditions | 33 | |
| 4.1.14 | SCOR is exposed to inflation | 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 | 35 |
| 4.2.4 | SCOR is exposed to currency risk | 35 |
| 4.2.5 | SCOR's shareholders' equity and net income are sensitive to the valuation of the Group's intangible | |
| assets and deferred tax assets | 36 | |
| 4.3 | Liquidity risk | 37 |
| 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 | 37 | |
| 4.4 | Legal risk | 37 |
| 4.4.1 | SCOR is exposed to risks related to legislative and regulatory changes and political, legislative, regulatory | |
| or professional initiatives concerning the insurance and reinsurance sector, which could have adverse | ||
| consequences for its business and its sector | 37 | |
| 4.4.2 | SCOR is exposed to risks linked with Solvency II implementation | 38 |
| 4.4.3 | SCOR is exposed to certain litigation matters | 38 |
| 4.4.4 | SCOR's positions on tax accounts are subject to audit and approval by tax authorities | 39 |
| 4.5 | Insurance of specific operational risks (excluding reinsurance activity) | 39 |
| 4.6 | Risk and Litigation: Reserving methods | 39 |
| 5 | Information about the issuer | 40 |
| 5.1 | History and development of the issuer | 42 |
| 5.1.1 | Legal name and commercial name of the issuer | 42 |
| 5.1.2 | Place and registration number of issuer | 42 |
| 5.1.3 | Date of incorporation and length of life of issuer | 42 |
| 5.1.4 | Domicile and legal form of issuer, legislation governing its activities, country of incorporation, address and | |
| telephone number of its registered office | 42 | |
| 5.1.5 | Important events in the development of the issuer's business | 43 |
| 5.2 | Investments | 46 |
| 5.2.1 | Principal investments made over the past three financial years | 46 |
| 5.2.2 | Principal investments in progress | 48 |
| 5.2.3 | Principal future investments | 48 |
| 6 | Business overview | 49 |
| 6.1 | Primary activities | 53 |
|---|---|---|
| 6.1.1 | The reinsurance business | 53 |
| 6.1.2 6.2 6.2.1 6.2.2 6.3 6.4 |
Breakdown of the Group's business Principal markets Breakdown of gross premiums by business segment Distribution by geographic area Extraordinary events influencing the principal business and markets Dependency of the issuer with respect to patents or licenses, industrial, commercial or financial contracts and new manufacturing processes |
55 58 58 58 58 59 |
|---|---|---|
| 6.5 6.5.1 6.5.2 |
Information on SCOR's competitive position Non-Life reinsurance Life reinsurance |
60 60 61 |
| 7 | Organisational structure | 62 |
| 7.1 | Brief description of the Group and of the position of the issuer | 66 |
| 7.1.1 7.2 |
Group operating companies List of issuer's significant subsidiaries |
66 68 |
| 8 | Property, plant and equipment | 70 |
| 8.1 8.2 |
Major existing or planned properties, plants and equipment Environmental issues that may affect the utilisation of properties, plants and equipment |
72 72 |
| 9 | Operating and financial review | 73 |
| 9.1 | Financial position | 75 |
| 9.2 | Operating results | 75 |
| 9.2.1 | Consolidated operating results | 75 |
| 9.2.2 | SCOR Global P&C | 76 |
| 9.2.3 | SCOR Global Life | 78 |
| 9.2.4 | Retrocession | 79 |
| 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 |
79 |
| 10 | Capital resources | 80 |
| 10.1 | Capital | 82 |
| 10.2 | Cash flow | 82 |
| 10.3 | Borrowing conditions and financing structure | 82 |
| 10.4 | Restrictions on the use of capital | 82 |
| 10.5 | Sources of financing relating to the future investments by the Company and to its property, plant and equipment |
83 |
| 11 | Research and development, patents and licenses | 84 |
| 11.1 | Research and development activities | 86 |
| 11.2 | Information technologies | 87 |
| 12 | Trend information | 89 |
| 12.1 12.1.1 |
Most significant trends in production, sales, inventory, costs, and selling prices since the end of the last financial year Non-Life |
91 91 |
| 12.1.2 | Life | 92 |
| 12.2 | Known trends, uncertainties, demands, commitments and events reasonably likely to have a material effect on the issuer's prospects |
93 |
| 13 | Profit forecasts or estimates | 94 |
| 14 | Administrative and management bodies | 96 |
| 14.1 | Information on the members of the Board of Directors and Senior Managers | 98 |
| 14.1.1 | Information concerning the members of the Board of Directors | 98 |
| 14.1.2 | Biographical information on members of the Board of Directors | 113 |
| 14.1.3 | Executive Committee | 115 |
| 14.1.4 | Biographical information on the members of the Executive Committee | 118 |
| 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 |
119 120 |
| 15 | Remuneration and benefits | 121 |
| 15.1 | Amount of remuneration paid and benefits in-kind | 123 |
| 15.1.1 | Directors' fees | 123 |
| 15.1.2 | Remuneration | 124 |
| 15.1.3 | Remuneration in the form of options and share allocation | 129 |
| 15.2 | Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year 2010 |
129 |
| 16 | Board practices | 130 | ||
|---|---|---|---|---|
| 16.1 | Date of expiration of the current term of office | 132 | ||
| 16.2 | Information on service contracts of members of Administrative and Management bodies | 132 | ||
| 16.3 | Information on the Audit Committee and the compensation and Appointment Committee | |||
| 16.4 | Corporate governance regime | |||
| 17 | Employees | 134 | ||
| 17.1 | Number of employees | 136 | ||
| 17.2 | Information on shareholdings and stock options or Company stock purchases by members of | |||
| Administrative and Management bodies | 137 | |||
| 17.2.1 | Number of shares held by Directors and Senior managers | 137 | ||
| 17.2.2 | Stock options held by the members of the Executive Committee and other Company officers as of 31 | |||
| December 2010 | 138 | |||
| 17.2.3 | Free allocation of shares to Comex members and other company officers as of 31 December 2010 | 140 | ||
| 17.3 | Plans providing employee participation in Company | 143 | ||
| 17.3.1 | Stock options plans | 143 | ||
| 17.3.2 | Share allocation plans | 144 | ||
| 17.3.3 | Stock options plans currently in force within the Group | 148 | ||
| 17.3.4 | Employee savings plan | 148 | ||
| 17.4 | Defined pension schemes | 149 | ||
| 17.4.1 | Defined contribution pension schemes | 149 | ||
| 17.4.2 | Define benefits pension schemes | 150 | ||
| 18 | Principal shareholders | 151 | ||
| 18.1 | Significant shareholders known to SCOR | 153 | ||
| 18.2 | Negative statement as to the absence of differences between the voting rights of various shareholders | 156 | ||
| 18.3 | Direct or indirect control by one shareholder | 156 | ||
| 18.4 | Agreement which could result in a subsequent change in control | 156 | ||
| 19 | Related party transactions | 157 | ||
| 19.1 | Related party transactions entered into in 2008 as defined articles l.225-38 et seq. of the French | |||
| commercial code | 159 | |||
| 19.2 | Agreements approved in past years, which were continued or terminated in the 2008 financial year | 164 | ||
| 19.3 | Special report of the auditors on related party agreements and commitments | 166 | ||
| 20 | Financial information concerning the issuer's assets and liabilities, financial position and | |||
| profits and losses | ||||
| 20.1 | Historical financial information : consolidated financial statements | |||
| 20.1.1 | Consolidated balance sheets | 177 179 180 |
||
| 20.1.2 | Consolidated statements of income | 182 | ||
| 20.1.3 | Consolidated statements of comprehensive income | 183 | ||
| 20.1.4 | Consolidated statements of cash flows | |||
| 20.1.5 | Consolidated statements of changes in shareholders' equity | |||
| 20.1.6 | Notes to the consolidated financial statements | 184 185 186 |
||
| 20.2 | Auditing of historical consolidated financial information | |||
| 20.3 | Sources of financial information not extracted from the audited Financial Statements of the issuer and | |||
| indication of such absence of audit | ||||
| 20.4 | Date of most recently audited financial information | 254 257 257 |
||
| 20.5 | Interim and other financial information | |||
| 20.6 20.7 |
Dividend distribution policy Litigation and arbitration procedures |
|||
| 20.8 | Material change in financial or commercial situation | |||
| 21 | Additional information | 258 | ||
| 21.1 21.1.1 |
Share capital Amount of issued capital and additional information |
|||
| 21.1.2 | Existence of non-equity shares | |||
| 21.1.3 | Number and value of directly or indirectly held treasury shares | |||
| 21.1.4 | Amount of convertible securities, exchangeable securities or securities with subscription warrants | 257 257 257 257 260 260 263 263 264 |
||
| 21.1.5 | Information about and terms of any acquisition rights and/or obligations over authorised but unissued | |||
| capital or an undertaking to increase the capital | ||||
| 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 | ||||
| 21.1.7 | History of the Company's share capital for the period covered by the historic financial information | |||
| 21.2 | Charter and Bylaws | |||
| 21.2.1 | Corporate purpose of the issuer (article 3 of the Bylaws) | |||
| 21.2.2 | Summary of the Bylaws and internal regulations of the Company concerning the members of its | 265 265 266 266 266 |
||
| Administrative, Management and Supervisory bodies | 266 | |||
| 21.2.3 21.2.4 |
Rights, privileges and restrictions attached to existing shares Actions required to modify shareholders' rights |
267 268 |
||
| 21.2.5 | Conditions for calling annual shareholders' meetings and extraordinary shareholders' meetings (articles 8 and 19 of the Bylaws) |
268 |
| 21.2.6 21.2.7 21.2.8 |
Provisions that could delay, defer or prevent a change in control Declaration thresholds Conditions governing modifications to the share capital (other than legal provisions) |
||
|---|---|---|---|
| 22 | Material contracts | 270 | |
| 23 | Third-party information and statements by experts and declarations of any interest | 274 | |
| 23.1 23.2 |
Expert's report Information from third parties |
276 276 |
|
| 24 | Documents on display | 277 | |
| 25 | Information on holdings | 279 | |
| 26 | Non financial information | 281 | |
| 27 | Fees paid by the Group to the Auditors | 283 | |
| 28 | Published information | 285 | |
| 28.1 | Information published on the Autorité des Marchés Financiers (AMF) website (www.amf-france.org) | 287 | |
| 28.2 | Information published in the Bulletin des Annonces Légales Obligatoires (BALO) [Bulletin of required legal | ||
| 28.3 | notices publications] (www.journal-officiel.gouv.fr/balo/index.php) Information published on SCOR's company website (www.scor.com) |
287 288 |
|
| 28.4 | Information published on nyse-euronext's website (www.euronext.com) | 289 | |
| 28.5 | Information published on the info-financières website (www.info-financière.fr/search.php.com) | 289 | |
| A | Unconsolidated corporate financial statements of SCOR SE | 290 | |
| 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 procedures and on risk | |||
| management in accordance with article L.225-37 of the French Commercial Code | 323 | ||
| C | Environmental impacts | 348 | |
| D | Glossary | 351 | |
| E | Management report | 361 | |
| F | Cross reference table – annual financial report | 374 |
1.1 PAGE 7
Name and title of person responsible
1.2 PAGE 7
Declaration by person responsible
Mr. Denis Kessler, Chairman of the Board of Directors and Chief Executive Officer of SCOR SE.
I declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import.
I confirm that, to the best of my knowledge, the financial statements have been drawn up in accordance with applicable accounting standards and accurately show the position of the assets and liabilities, the financial position and the profit or loss of the company and of all businesses and firms included within the scope of the consolidated group, and that the management report, mentioned in Appendix E, accurately reflects the evolution of the business, the results and the financial position of the company and of all businesses and firms included within the scope of the consolidated group, and describes the main risks and contingencies which they are faced with.
I have obtained an audit completion letter from the statutory auditors, in which they indicate that they have verified the information concerning the financial situation and the accounts provided in this Registration Document, and have read the entire Registration Document.
The historical financial information included in the Registration Document was certified by the auditors. Their reports are reproduced in Section 20.2 and Appendix A of this document, and incorporated by reference for financial years 2009 and 2008, in section 20.2 and Appendix A of the 2009 Registration Document and in section 20.2 and Appendix A of the 2008 Registration Document. The audit reports on the 2010 Consolidated Financial Statements, 2009 Consolidated Financial Statements and 2008 Corporate Financial Statements include comments.
Chairman of the Board of Directors
Denis KESSLER
Auditors
2.1 PAGE 10
2.2 PAGE 10 Resignation or non renewal of Auditors
| 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. Pierre Planchon Tour Ernst and Young 11, Faubourg de l'Arche 92037 Paris la Défense Cedex CRCC of Versailles |
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 11, allée de l'Arche 92037 Paris la Défense Cedex CRCC of Versailles 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.

3.1 PAGE 13
Group key figures (under current consolidation scope)
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 organisational Hubs located in New York, Cologne, London, Paris, Singapore and Zurich.
The 2010 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 current credit strength ratings of the Group is "A" positive outlook from Standards & Poor ("S&P"), "A2" positive outlook from Moody's,"A" positive outlook from Fitch and "A" from AM Best.
| 2008 | ||
|---|---|---|
| 6,694 | 6,379 | 5,807 |
| 6,042 | 5,763 | 5,281 |
| 490 | 372 | 348 |
| 418 | 370 | 315 |
| 690 | 503 | 467 |
| 3.2% | 2.4% | 2.3% |
| 10.2% | 10.2% | 9.0% |
| 2.32 | 2.06 | 1.76 |
| 23.96 | 21.80 | 19.01 |
| 19.00 | 17.50 | 16.37 |
| 656 | 851 | 779 |
| 28,722 | 27,989 | 26,534 |
| 1,266 | 1,655 | 3,711 |
| 4,352 | 3,901 | 3,416 |
| 4,831 | 4,569 | 4,200 |
| 3,659 | 3,261 | 3,106 |
| 98.9% | 96.8% | 98.6% |
| 3,035 | 3,118 | 2,701 |
| 7.0% | 5.8% | 6.0% |
| 2010 | 2009 |
(1) Source: "S&P Global Reinsurance Highlights 2010" (excluding Lloyd's of London)
(2) Operating income is defined as result before financial expenses, share in results of associates, restructuring costs, negative goodwill and taxes.
(3) Investment expenses include EUR 12 million incurred by SCOR Global Investment. (4) 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 linear effect of all movements during the period).
(5) Earnings per share is 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.
(6) 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.
(7) Claims supporting capital is defined as the sum of IFRS shareholders' equity, subordinated debt and debt securities (2009: including OCEANE for EUR 191 million repayable on 1 January 2010).
(8) The 2010 and 2009 net combined ratios exclude certain non-recurring costs. Refer to Section 9.2.2 - SCOR Global P&C.

| 4.1 | PAGE 17 | ||||
|---|---|---|---|---|---|
| Risk related to the business environment | |||||
| 4.2 | PAGE 33 | ||||
| Market risk | |||||
| 4.3 | PAGE 37 | ||||
| Liquidity risk | |||||
| 4.4 | PAGE 37 | ||||
| Legal risk | |||||
| 4.5 | PAGE 39 | ||||
| Insurance of specific operational risks (excluding reinsurance activity) | |||||
| 4.6 | PAGE 39 |
Risk and litigation : Reserving methods
The risk factors described below must be considered together with the other information contained in the Registration Document, and specifically with:
All risks described in Section 4 are managed through a variety of mechanisms in SCOR's ERM Framework.
The risk appetite framework is an integral part of the Group's Strategic Plan. It is defined by the Board of Directors who systematically reviews it when a new Strategic Plan is approved. All reviews of the risk appetite framework are discussed in the Executive Management Committee and in the Board Risk Committee who makes recommendations for final decision by the Board. The Board may vary the amount and the composition of risk that the Group is prepared to take.
The 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 SCOR wishes to position itself on the risk-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. A comparison of SCOR's actual and target retained risk profile and profitability is regularly reported to the Board via the Board Risk Committee.
Risk preferences are qualitative descriptions of the risks which the Group is willing to accept. SCOR aims to cover a wide range of reinsurance risks and geographical areas. However the Group has no desire to take operational, legal, regulatory, tax and reputation risks (but this does not mean that SCOR is immune to these risks). This choice of risk preferences determines the risks to be included in SCOR's underwriting guidelines.
Risk tolerances define the limits required by SCOR's stakeholders (e.g. clients, shareholders, regulators etc). The Board defines and approves risk tolerance limits for the Group, by LOB, asset class and extreme scenario in order to ensure that the Group's risk profile remains aligned with the Group's risk appetite framework. The Group uses various risk measures to verify that the Group's 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. We cannot exclude the possibility that this measure underestimates certain risks and that the Group's tolerance limits may be exceeded. Consequently, in the event of a loss, this could have a significant impact on the net income, the cash flow and the shareholders' equity of the Group.
In September 2010 SCOR launched its new three year Strategic Plan "Strong Momentum", which replaced the previous plan "Dynamic Lift". The "Strong Momentum" plan has three targets over the cycle:
Profitability of 1,000 basis points above risk-free rate over the cycle1
1 For "Strong Momentum", the aim is to increase moderately (relative to the previous "Dynamic Lift" strategic plan) the target risk profile in the middle of the economic profit/loss probability distribution with no increase on tail risks (after hedging)
2 This reflects the level of security provided by SCOR according to the S&P scale; however it does not reflect any Rating Agencies' opinion of the Group.
Special attention will be given to ensure risk tolerances are respected for the new strategic initiatives in the "Strong Momentum" plan.
The outlook for the world economy in 2011 and beyond continues to be extremely uncertain, which makes it impossible to predict the probability of possible future outcomes, some of which (e.g. a double dip scenario, a return of inflation or a sudden rise of interest rates) may have a significant negative impact on the Group. SCOR's investment strategy is to immunize the Group as much as possible from the negative consequences of these shocks.
Using various risk monitoring and response mechanisms within its ERM Framework, SCOR's Executive Management and the Board Risk Committee periodically review the Group's actual risk profile and are systematically informed of any deviation from the target risk profile. In particular, actual exposures are monitored against risk exposure limits for different lines of business, derived from the Group risk tolerances.
Variations in the Group's retained risk profile may occur due to a change in the underlying asset and liability portfolios and changes in the level of riskiness of certain parts of the asset and liabilities e.g. due to rapid or slowly emerging changes in the economic, financial, social, legal and regulatory environments.
Risk monitoring and response mechanisms enable SCOR to:
take mitigation actions to ensure that the Group's retained exposure to specific risks remains within the defined exposure limits
The first part of SCOR's Capital Shield Policy is active hedging of peak exposures through retrocession, Insurance Linked Securities (ILS) and Contingent Capital. These are key mitigation mechanisms. The level of hedging is selected to ensure that the Group's retained risk profile respects the Group risk tolerances.
take capital management actions to ensure that the Group's capital base remains aligned to the risk appetite framework
The second part of SCOR's Capital Shield Policy is to hold Buffer Capital in addition to the required solvency capital. This is an important capital management mechanism. The level of Buffer Capital is chosen to be consistent with SCOR's risk appetite framework and strategic targets and enables SCOR to absorb a significant amount of inherent volatility in annual results, without having to turn to the market too frequently to raise capital (less than every ten years).
Regulation of the reinsurance sector contributes through prudential rules and principles to an increased vigilance on the part of companies in this sector thus reinforcing the existing risk management mechanisms. One particularity of the reinsurance sector concerns a non–significant number of balance sheet items which are either based on accounting or model estimations. These estimations depend very much on the underlying assumptions, data used and the appropriateness of the model. Also see section 4.2.5 - SCOR's shareholders' equity and net income are sensitive to the valuation of the Group's intangible assets and deferred tax assets.
The Group will continue to use all available risk management tools to manage the risks and also take advantage of opportunities that offer good returns in relation to risk.
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 claims management by ceding companies and other data provided by them and thus performs periodic audits at ceding companies. 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 in the Life and Non-Life reinsurance segments may be subject to external factors such as economic risks and political risks.
Non-Life reinsurance business represents approximately 55% of SCOR's business, compared to 45% for Life reinsurance business based on 2010 gross written premiums.
The Property business underwritten by SCOR Global P&C 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, 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 same losses may be covered under various different lines of business within Property such as fire, engineering, aviation, space, marine, energy and agricultural.
For 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. Additionally, due to the length of amicable, arbitral and court 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 EMF (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 varying extents the price competition and capacity available.
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.
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, which specify maximum acceptable commitment per risk and per event, are in place within SCOR Global P&C. They are reviewed and updated annually by the Underwriting Management Department and approved by the CEO 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 Department and at the second level, for exposures exceeding certain thresholds or with specified characteristics, the request is submitted by the Underwriting Management Department to the Group Risk Management Department of SCOR SE.
Pricing guidelines and parameters are set to provide consistency and continuity across the organisation but also taking account of the differences between 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 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.
Catastrophe management is split into three sections under SCOR Global P&C: portfolio accumulation and procedures; research and development; and modelling in support of underwriting. Descriptive guidelines for each of the main business processes are available: 'data quality & modelling', 'accumulation control', 'catastrophe methodologies', 'Cat pricing' and 'system & processes'. For Cat pricing, a matrix organisation described in the guidelines has been implemented in each Hub, distributing the responsibility of Cat pricing to the Cat modeller, pricing actuary or the underwriter. In addition, a system of Cat referrals has been introduced in excess of a given threshold.
Underwriting cross-reviews are initiated by SCOR Global P&C Risk Management Department 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 actions, including mitigating actions.
Claims are processed and monitored within each entity of SCOR Global P&C . Their claims activities are supported and controlled by the central SCOR Global P&C Claims Department which is also responsible for the direct management of large, contentious, serial and/or latent claims. Audits are conducted on ceding companies' claims management procedures.
In addition, large claims are subject to a specific review by a Large Claims Committee. The main objectives of the Large Claims Committee are:
Property - The geographical accumulations by peril are analysed using internal and external software and simulation tools. The principal tools used are World Cat Enterprise (WCE) developed by EQECAT, RiskLink by RMS and Catrader by AIR.
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 risk transfer mechanisms (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:
The main categories of risk for life insurance and reinsurance are biometric, behavioural and catastrophe risks as well as credit risk (see Section 4.1.12 – SCOR is exposed to credit risks), currency risks (See section 4.2.4 -SCOR is exposed to currency risk) and market risks (See 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 risk in life reinsurance. These are risks which result from adverse developments in mortality, morbidity, longevity or epidemic/pandemic claims for direct insurers and reinsurers. These risks are evaluated by SCOR Global Life's actuaries, research centres and medical underwriters, who analyse 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 produced by various organisations, e.g. actuarial associations or medical research bodies.
Mortality Risk
Mortality risk is the risk of negative deviation from planned results due to higher than anticipated death rates (due to higher frequency of claims and/or an increased cost of claims under the insured portfolio) resulting from either a general volatility, an adverse long-term trend or a mortality shock event.
Morbidity Risk
Products such as critical illness, short-term and long-term disability and long term care, which all contain morbidity risk, are subject to, among others, the risk of negative trends in health as well as improved medical diagnoses capabilities which increase the number of claims that otherwise would possibly have remained undetected. Products providing cover for medical expenses are subject to the risk of higher than anticipated incidence rates and medical inflation.
Longevity Risk
Longevity risk refers to the risk of a negative deviation from planned results arising due to the insured or annuitant living longer than expected. This risk exists within reinsured annuity and long-term care covers and within other longevity protection products.
Pandemic
In life reinsurance, a major risk lies in the occurrence of a severe pandemic. 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 the Group, due to an increased mortality far beyond the usual volatility. Even after the attenuation of the H1N1 influenza pandemic, which was less severe than anticipated, experts continue to closely monitor the 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 which could significantly affect SCOR's results. In general, better means of communication and increased public health measures, combined with progress in vaccine research, make the estimated impact of future pandemics less severe than those of the past.
The potential loss relating to a severe pandemic is estimated using models. However, the limited amount of data available, coupled with weaknesses in current pandemic models, increases the 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 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 detrimental to the insurer, resale of policies, unexpected number of exercises of options by the policyholder, and fraudulent applications.
Lapsation
Lapses refer to either non-payment of premium by the policyholder or to policies which are terminated by the assured before the maturity date of the policy. Depending on the product design, higher or lower policyholder lapses may reduce SCOR Global Life's expected future income. Lapses may differ from expectations due to a changing economic environment or other reasons, such as changes in tax incentives for the reinsured policies, tarnished reputation of the cedant or from the introduction of more attractive products in the market. SCOR studies and closely monitors this risk.
Anti-selection
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 to:
In general, for most individual life covers, policyholder and insured person are identical. The pricing of these policies is based on this assumption. However, there is a trend, especially in the US, where policyholders that can no longer afford 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, lead to deviations between actual and expected lapse rates and can be a risk to the insurer and reinsurer of the cover.
As previously indicated, unexpected natural or man-made catastrophic events can cause very significant material damage 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 in instances of contracts covering groups of employees working for the same employer 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 deferred 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.
Mandates for underwriting Life reinsurance business are assigned to the market units 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 market specific underwriting and pricing guidelines. 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. Deviations from guidelines are subject to review by SCOR Global Life's Central Actuarial and Underwriting Department and Risk Management areas in order to ensure that the business respects defined risk-adjusted return criteria and risk tolerance limits.
Aggregate portfolio exposures are continually monitored. Specialised IT 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 based on SCOR Global Life's risk profile.
Accumulations of risk particularly exposed to catastrophes 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. Specifically designed retrocession programmes aim to protect the life reinsurance business of SCOR. One programme protects assumed catastrophe excess of loss acceptances, the other protects the retained lines in respect of all other acceptances.
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 centres within the Life Central Actuarial and Underwriting Department to analyse and assess the key factors underlying mortality/longevity, Long-Term Care and disability risks. The SCOR Global Life Research Centres provide recommendations for the implementation of the research results into the pricing, underwriting control and determination of exposure limits.
In order to reduce potential behavioural risk, 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.
The twin-engine 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 within the Group represent stabilising factors. 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.
Unforeseen events, such as natural catastrophes or terrorist attacks, can cause significant damage. These types of risk primarily affect the Non-Life operations. However, in cases where SCOR faces a large number of casualties, the possibility of the losses also affecting Life reinsurance 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 takes into account the effect of the diversification between the two engines Life and Non-Life in its internal model, by setting parameters for the interdependence of the various lines of business.
SCOR's ability to grow or maintain its portfolios in the Life and Non-Life reinsurance segments 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 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 characterised by social and political instability in certain countries, are particularly significant in emerging markets. These risks could lead to significantly reduced business growth in SCOR markets. In such countries, substantial changes in legislation and regulations, particularly in tax or commercial legislation, are more probable than in more developed markets.
SCOR's insurance risk exposure is mitigated by diversification across a large portfolio of insurance and reinsurance contracts as well as geographical areas. The volatility of risks is also reduced by careful business selection, implementation of underwriting guidelines, the use of retrocession and other risk transfer arrangements, proactive claims handling as well as underwriting, claims and administration audits at ceding companies.
In order to mitigate its Property exposure, SCOR retrocedes a portion of the risks it underwrites. Non-Life retrocession is limited to natural catastrophes and major Property risks. In particular, SCOR has a global retrocession programme, which is revised annually, and which provides partial coverage for up to three major catastrophic events, natural or not, within one occurrence year. The retrocession programme includes both traditional retrocession as well as the use of capital market solutions (e.g. catastrophe bonds or Contingent Capital).
With regard to its Casualty business SCOR allocates proportionately less capacity to business of this type than to Property. Furthermore, the underwriting guidelines restrict SCOR's shares of Casualty reinsurance programmes and are particularly restrictive regarding certain areas (Florida, California, etc).
Biometric risks, other than pandemic risk, are diversified on a geographic and a product basis with a claims experience following the laws of large numbers.
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.
A significant part of the reinsured premium, in respect of Disability Long-Term Care and Critical Illness products, includes premium adjustment clauses. In the case of Long-Term Care, the premium adjustments are designed to offset potentially improving longevity. In the case of Critical Illness, 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 programmes, or, in some cases, by excess of loss per life or per event. In 2008, SCOR Global life entered into a fully collateralised Mortality Swap arrangement with JP Morgan. The Mortality Swap reduces SCOR's exposure to major mortality shock events. In 2009, SCOR Global Life extended its protection by arranging an additional tranche of the Mortality Swap with a lower attachment point. Both tranches are fully collateralised.
Nevertheless, despite the measures detailed in the Risk control, Risk assessment and Risk mitigation sections, there is no guarantee that the Group is protected from unexpected changes in Life or Non-Life claims frequency or severity that could have a material adverse impact on its business, its present and future premium income, its net income, its cash flows, its financial position, and potentially, on the SCOR share price.
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, windstorm, flood, hail, severe winter storm, earthquake, 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 SCOR's lines of business.
In particular, the Group's 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 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 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, the Group may be required to make large claim payments within a short period. It may be forced to fund those obligations by liquidating investments in distressed market conditions, or by raising funds at unfavourable conditions.
The Group 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 geographical basis and by retroceding a portion of those risks to other reinsurers (retrocessionaires) selectively chosen based on the information publicly available confirming their solid financial strength. SCOR evaluates its natural catastrophe exposure by means of catastrophe modelling software. The risk of insurers not respecting their obligations is discussed 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 models used 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 by the models. Reality is always more complex than that reflected by the models and this represents a risk for reinsurers. The risks for SCOR are mitigated, to some extent, by the use of proprietary market models (World Cat Enterprise (EQECAT), RiskLink (RMS) and Catrader (AIR)). Nevertheless there remains the possibility of incorrect choice of parameters or inappropriate use of the model in certain areas.
Different risk measures (such as Value at Risk, Tail Value at Risk or Expected Shortfall) per peril and region provide the information required to determine levels of retrocession and other risk transfer means (e.g. catastrophe bond) needed to ensure that the net aggregate exposure remains within the acceptable risk tolerance. The modelling strategy is based on two pillars, a use and comparison of commercially available models with two models for peak regions (tier one regions) and the most appropriate model for second and third tier markets. The impact of non-modelled but probable loss potentials is considered taking into account sum of limits and maximum probable loss assumptions for each individual peril and region.
SCOR tracks Cat accumulation for all earthquake, wind and flood perils for all exposed countries world-wide, using either internal or external models, notional limits and/or manual PMLs. Maximum Cat capacities are assigned to each underwriting unit for each peril/zone and accumulations are monitored in real time.
In Life Reinsurance, maximum underwriting capacities are defined to limit the exposure of SCOR Global Life on the various types of treaties underwritten, proportional and non-proportional, covering individual or Group policies. These capacities are revised each year, taking account of 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 non-proportional cover per life or per event, maximum commitment per country for non-proportional exposures by event, a restrictive approach as regards terrorist or nuclear risks. Exposures by risk or by event, for the portfolio as a whole, are measured by aggregating SCOR's retention and by taking into account the capacity obtained through retrocession programmes.
SCOR also seeks to reduce its dependence on traditional retrocession by using alternative retrocession agreements. Accordingly, on 21 December 2006, the Group signed a multi-year catastrophe Property retrocession agreement with Atlas III, a dedicated vehicle (SPRV, Special Purpose Reinsurance Vehicle) organised pursuant to the laws of Ireland and financed by the issuance of a Cat Bond, the purpose of which is to provide EUR 120 million in additional retrocession coverage for SCOR and its subsidiaries in the context of a second or subsequent event such as Europe Storm or Japan Earthquake, the losses of which are determined by a model over a period running from 1 January 2007 to 31 December 2009. Continuing this strategy to diversify retrocession sources, SCOR issued two similar Cat Bonds, 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 and its subsidiaries for a first event such as Europe Storm or Japan Earthquake and Atlas V on 19 February 2009 for a term of three years providing USD 200 million in additional retrocession coverage for SCOR and its subsidiaries for an event such as U.S. and Puerto Rico Earthquake or Hurricane. Finally on 10 December 2009, Atlas VI series 2009 was issued to ensure continued protection in view of the imminent expiry of Atlas III, Atlas VI is a more "working" cover than Atlas III providing EUR 75 million coverage against the risk of one or several earthquakes in Japan or windstorms in Europe.
In December 2010, the Atlas IV Cat bond expired, and was partially replaced with another issuance : Atlas VI series 2010. This new EUR 75 million Cat Bond covers the same perimeter as the 2009 series. It provides the same geographical coverage as Atlas VI 2009. In addition to this, a new contingent capital facility was put in place in December 2010. It will provide SCOR with an additional EUR 150 million of capital in case of a series of Cat losses.
On 3 March 2008, SCOR announced that SCOR Global Life had signed a four-year mortality risk swap with JP Morgan which is fully collateralised. This agreement allows the Group to benefit from coverage of USD 100 million, plus EUR 36 million in the event of a significant rise in mortality following a major pandemic, a significant natural catastrophe or a terrorist attack, for the period 1 January 2008 to 31 December 2011. In 2009, this mortality swap was extended by another tranche with a significantly lower attachment point. The new tranche provides an additional maximum coverage of USD 75 million for the period 1 January 2009 to 31 December 2011.
Nevertheless, no guarantee that the Group is protected against material catastrophic losses, or that retrocession will continue to be available in the future at commercially acceptable rates shall be implied from the measures detailed above, including those relating to the management of risks on a geographical basis or retrocessions. Although SCOR attempts to limit its exposure to acceptable levels, it is possible that multiple concurrent catastrophic events could have a material adverse effect on its current and future revenues, net income, cash flow and financial position.
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 the 11 September 2001 attack on the World Trade Center ("WTC") in the United States, can affect both individuals and property.
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. Due to these regulatory constraints, it 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. SCOR participates in pools created in certain countries, such as France (GAREAT), Germany (Extremus), the Netherlands (NHT) and Belgium (TRIP), which allow it to have limited and known commitments. In the United States, the Terrorism Risk Insurance Act ("TRIA") passed in November 2002 for a period of three years, which was extended to 31 December 2007 by the Terrorism Risk Insurance Extension Act ("TRIEA"), was renewed for 7 years, until 31 December 2014 by the Terrorism Risk Insurance Programme Reauthorisation Act ("TRIPRA"). It established a federal assistance programme 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, the Group monitors very closely its exposure to the US market, primarily because of the insurance obligation created by the law. In addition to the commitments described above, the Group 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 SCOR'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. SCOR monitors this extreme event on the life side by running dedicated scenarios.
As a result, future terrorist acts whether in the U.S. or elsewhere could cause the Group significant claims payments, and could have a significant effect on its current and future revenues, net income, cash flow, financial position, and potentially, on the SCOR share price.
4.1.4 SCOR COULD BE SUBJECT TO LOSSES RELATED TO DETERIORATING RESULTS IN LINES WHERE IT IS NO LONGER ACTIVELY WRITING BUSINESS
Like most reinsurance companies, SCOR is exposed to environmental pollution and asbestos related risks, particularly in the United States. Insurers are required under their contracts to notify it 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.
In 2010, SCOR reduced its exposure to asbestos-related risks and environmental risks specifically through commutations of business. SCOR evaluates its exposure and its potential development notably using actuarial techniques and market practices that allow opportunistic negotiation of the terms of commutation settlement. The Group intends to continue its commutation policy. It is anticipated that this policy will affect settlement patterns to a limited degree in future years, but these changes in settlement patterns should progressively improve predictability and reduce the potential volatility of reserves.
Taking account of the above, it is difficult to estimate the reserves required for losses arising from asbestos and environmental pollution and to guarantee that the estimated amount will be sufficient.
The reserve amount for these risks in addition to the number and the amount of losses are indicated in Section 20.1.6 – Notes to the consolidated financial statement, 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 reserves prove to be inadequate, its net income, cash flow and financial position may be adversely affected.
As a result of these imprecisions and uncertainties, the Group 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 current and future revenues, net income, cash flow, financial position, and potentially, on the SCOR share price.
SCOR Global Life inherited from the Converium retrocession liabilities with regard to Guaranteed Minimum Death Benefit (GMDB) rider options attached to variable annuity policies written in the U.S. This type of business, which carries during financial crisis a specific economic risk is not within the usual scope of the SCOR Global Life underwriting policy. These treaties are all in run-off and cover in total approximately 0.7 million policies guaranteed by two cedants. They were issued mainly in the late 1990's and incorporate various benefit types. Claims occur in the event of death and if the GMDB exceeds the insured's account balance. Under these circumstances, the difference between the GMDB and the account balance or the GMDB and the cash surrender value becomes due, depending on the definition of the underlying reinsurance agreements.
Different types of Guaranteed Minimum Death Benefits are covered, including return of premium, ratchet, roll-up and reset. Guarantees that increase over the 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.
SCOR Global Life does not hold any funds linked to this type of contract. These assets remain with the originating ceding companies.
The GMDB Liability is determined periodically based on the information provided to SCOR Global Life by its retrocedant companies. The current account value, the guaranteed death benefit and details of the covered benefit types are taken into consideration for the evaluation of the net amount at risk and the expected future liability. For the evaluation of the liabilities, SCOR Global Life uses an actuarial model that considers 1,000 investment performance scenarios.
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, in particular changes in the price of equities, bonds, interest rates as well as the implied volatility on equity options. The liability is also dependent on policyholder behaviour, particularly on the exercise of partial withdrawal options, but also on other aspects, such as lapse behaviour 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 or the assessment of the liability under its portfolio. More information about GMDB appears in Section 20.1.6 – Notes to the consolidated financial statement, Note 16 – Contract liabilities.
Therefore, there can be no assurance that the Group's GMDB portfolios will not deteriorate in the future, which could have a material adverse impact on its business, its present and future premium income, its net income, its cash flows, its financial position, and potentially on the SCOR share price.
SCOR'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 end of the 1990's to 2002 by SCOR Re and General Security National Insurance Company ("GSNIC"), a SCOR Group owned insurance company domiciled in New York state, commonly referred to as "U.S. subsidiaries", and Commercial Risk Partners ("CRP"), the former Bermudian entity of SCOR.
In the past, SCOR strengthened the long term capital base of its U.S. subsidiaries in order to satisfy U.S. statutory capital requirements and provide for an on-going business platform while undertaking an active management of its legacy business portfolios.
In January 2003, CRP was placed into run-off. In 2004, SCOR implemented a focused management strategy of its legacy portfolios in the U.S.
This pro-active management has included but is not limited to the following characteristics: a dedicated manager with access to internal and external actuarial, accounting and claims professionals; analysis and prioritization of all portfolios and contracts; auditing of these discontinued business portfolios in order to prepare for settlement negotiations and / or commutations.
As a result of the above, CRP's exposure emanating from these legacy contracts has been significantly reduced and at the end of December 2009, all activities in Bermuda and Vermont ceased and the remainder of their legacy related contracts were transferred to GSNIC. Since then, the SCOR U.S. run-off portfolio resides entirely in SCOR Re and GSNIC.
Today, SCOR's discontinued business portfolios do not currently represent a material liability that is any greater than those associated with other entities of the Group.
However, there can be no assurance that its U.S. Non-Life subsidiaries will not face further financial difficulties in the future.
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 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, SCOR'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 SCOR's results of operations. Despite the audits carried out by the Group on the companies with which it does business, and its frequent contacts with these companies, it is still dependent upon their evaluation of the risk with regard to the establishment of its own reserves.
As is the case for all other reinsurers, the inherent uncertainties in estimating its 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 the reinsurer, and taking also into account the delay between the payment of a loss by the primary insurer and the indemnification by the reinsurer. In addition, reserving practices may differ among ceding companies.
Another factor of uncertainty resides in the fact that some of SCOR's activities are "long-tail" in nature, in particular long term care, whole life products, workers compensation, general liability, medical malpractice or those linked to environmental pollution or asbestos. For these types of claims, it has, in the past, been necessary for SCOR to revise its estimated potential loss exposure and, therefore, 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 doctrine, as well as developments in class action litigation, particularly in the United States.
The reserves adequacy is controlled by internal actuaries who make a quarterly review and an annual detailed report, validated by the Group Chief Actuary. External consulting firms also review on an annual basis the Non-Life reserves as well as the Life reserving hypothesis used 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 minimise 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.
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 Section 20.1.6 - Notes to the consolidated financial statements, Note 16 - 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 the basis of the Group's best estimates' hypothesis of mortality, morbidity as well as investment income. 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 Section 20.1.6 - Notes to the consolidated financial statements, Note 16 - Contract liabilities.
As a consequence of the difficulties 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 its future liabilities, which could materially impact its current and future revenues, net income, cash flow, financial position, and potentially, the SCOR share price.
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 SCOR's 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 SCOR's losses and expenses associated with losses in exchange for a portion of premiums received. When the Group obtains retrocession, it remains liable to its cedants for that part of the risk that is subsequently transferred to the retrocessionaire and must meet its obligation even if the retrocessionaire does not meet its obligations to it.
Similarly, when SCOR transfers its own operational risks to insurers it is subject to the risk of the insurers not respecting their obligations. (Refer to Section 4.5 - 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 SCOR participates could negatively affect its revenues, net income, cash flow, financial situation, and potentially, the SCOR share price. The Group periodically reviews the financial position of its cedants, retrocessionaires and insurers notably before the conclusion of contracts. This does not preclude the possibility that its cedants, retrocessionaires or insurers may become financially unsound by the time they are called upon to pay amounts due, which may not occur until many years after the contract was executed. Provisions are made on those receivables for which a loss is deemed probable.
The specific risk linked to the default of the retrocessionaires is provided in Section 4.1.12 – SCOR is exposed to credit risks – (b) Receivables from retrocessionaires
Reinsurance is a highly competitive sector. As is the case for all other reinsurers, SCOR 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 and the speed at which claims are paid. 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 hold higher ratings than it does, may be better positioned to enter new contracts and gain market shares at its expense.
Furthermore, SCOR's reputation can be affected by adverse events concerning competitors. For example competitors' bad results could have a significant impact on SCOR's share price.
Financial ratings are very important to all reinsurance companies, including SCOR, as ceding companies wish to reinsure their risks with companies having a satisfactory financial position. SCOR's Life reinsurance activities and the Business Solutions (facultative) 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 its reinsurance treaties business in Non-Life in the U.S. and UK markets. Some of SCOR's reinsurance treaties contain termination clauses triggered by ratings. (Refer to Section 4.1.9 - 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 the rating of the Group deteriorates, certain stand-by letter of credit facilities would require a higher level of collateralisation. 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.
In order to keep close control over the Group's ratings and notably to prevent downgrades in its financial ratings and encourage and justify upgrades, the Group maintains close relationships with the main rating agencies. These relationships take the form of regular contacts during the financial year to present the Group's results and its financial position to them and specific meetings before implementing strategic or financial projects, to assess their potential impact on its rating.
In 2010 SCOR benefited from an improvement to its credit strength rating by A.M. Best ("AM Best") to A with a stable outlook and an improvement of the rating outlook to "positive" by the three other rating agencies that follow SCOR : Moody's Investment Services ("Moody's"), Fitch Ratings ("Fitch") and Standard & Poor's ("S&P").
Currently, the ratings granted by S&P, Moody's, AM Best and Fitch are as follows:
| Rating Agency | Last update | Financial position | Outlook |
|---|---|---|---|
| Standard & Poor's | 1 October 2010 | A | Positive outlook |
| Moody's | 7 October 2010 | A2 | Positive outlook |
| Fitch | 24 August 2010 | A | Positive outlook |
| AM Best | 10 September 2010 | A | Stable outlook |
As a result of the above, a downgrade in the rating could significantly impact SCOR's revenues, net income, cash flow, financial position, and potentially, the SCOR share price.
Many of SCOR's reinsurance treaties, notably in the United States and in Asia, and also increasingly in Europe, contain clauses concerning its financial strength, and provide for the possibility of early termination for its cedants if its rating is downgraded, or when its net financial position falls below a certain threshold, or if the Group carries out a reduction in share capital. Accordingly, such events could allow some of its 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 SCOR share price.
In the same way, many of its reinsurance treaties contain a requirement for SCOR to put in place letters of credit ("LOC") provisions , if the rating of the Group 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 whose value is at maximum equal to the amount of the LOC facility. In the case of a LOC being drawn down by a cedant, the bank has the right to request a cash payment from this collateral, up to the amount drawn down by the cedant. It enforces by offsetting the collaterals posted by SCOR.
In the case of a large number of LOCs being drawn down simultaneously, SCOR could encounter difficulties in providing the total amount of required cash or fungible assets, i.e. SCOR is also exposed to a liquidity risk.
Moreover, some of its facilities contain conditions about its financial situation which, if not met, constitute a default and 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 in adverse conditions new LOC facility, which could in some cases have an adverse effect on its revenues, net income, cash flow and financial position.
For more details about the Group's lines of credit, refer to Section 22 - Material Contracts.
4.1.10 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 authorisations, non-compliance with regulatory or contractual obligations, IT system flaws, poor commercial performance or external events. The Group 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.
SCOR believes its modelling, underwriting, price calculation and information technology and application systems are critical to the correct operation of its business. Moreover, its proprietary technology and applications are an important part of its underwriting and claims management processes and are a contributing factor to its competitiveness. The Group is, therefore, exposed to a major breakdown in its IT systems, outages, disruptions due to viruses, attacks by hackers and theft of data. Catastrophic scenarios that could affect its entire operational infrastructure have led to the revision of the business continuity plan ("BCP"). The BCP continues to be reviewed regularly.
A major defect or failure in SCOR's internal controls or information technology and application systems could result in a loss of efficiency of its teams, harm to its reputation or increased expense or financial loss. Appropriate procedures to minimise the occurrence and the impact of the failures and defaults mentioned above are in place and appropriate, or are currently being formalised and deployed.
SCOR 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 the Group 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 SCOR's results and/or reputation. In order to reduce this risk, SCOR is developing an Outsourcing Group Policy which will oblige all entities of the Group to draft a contract, to respect the selection process for service providers and respect reporting and control procedures.
SCOR, as for all companies, must comply with laws and regulations. Furthermore, as an international Group, SCOR must take into account international laws and regulations. The level of legal or regulatory requirements depends on the location and the legal structure of the SCOR entity. The risk is that SCOR might not respect the level of required compliance appropriate to each location and legal structure. SCOR's reputation could be affected. In particular, SCOR writes some direct insurance business
For direct business SCOR is subject to the laws, regulations and tax rules governing direct insurance which can create specific compliance risks (i.e. different from those relating to reinsurance business). The business written directly through IIC is subject to USA consumer and product laws and regulations which aim to ensure that only suitable products are sold and policyholders are provided with accurate information about the product at all times. 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), some information required from the policyholders may be confidential. 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 SCOR's activities, current or future revenue, net income, cash flow, financial position, and potentially, on the SCOR share price.
On 21 November 2006 SCOR completed the acquisition of Revios. In August 2007, SCOR acquired the majority of the outstanding share capital of Converium Holding AG ("Converium") and its effective control. During 2007 and 2008, SCOR acquired the remaining shares still in circulation and on 5 June 2008, SCOR became the sole shareholder of Converium (which became SCOR Holding (Switzerland) AG). For more information on this acquisition, please see Sections 5.2.1.1 – Public offer upon the Converium shares and Section 5.2.1.2 Cancellation of the shares of SCOR (Holding) Switzerland. The total consideration and the fair value of acquired net assets are detailed in Section 20.1.6 - Notes to the consolidated financial statements, Note 3 – Acquisitions in the 2008 Reference Document.
In 2007, SCOR acquired ReMark Group BV which completed the acquisition of ESG Direct Marketing in Asia in 2009. In 2008 SCOR acquired Prévoyance Ré.
On 4 December 2009, SCOR Global Life US (SGL U.S.), a wholly-owned subsidiary of the SCOR Group, reached a definitive agreement to acquire XL Re Life America Inc. (XLRLA), a subsidiary of XL Capital Ltd.. In 2008, XLRLA generated EUR 22.1 million in premium income.For more information on this acquisition see Section 20.1.6 – Notes to the Consolidated Financial Statements - Note 3 - Acquisitions.
Due notably to the size and complexities of recent acquisitions and despite pre-acquisition due diligence work carried out (SCOR not having always been granted a complete access to exhaustive data) 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.
The success of recent business combinations will be assessed with regards to the success of the integration into the Group of the businesses acquired. Subsequently, as with any external growth transaction in the services sector in general, and reinsurance in particular, the integration of the activities of recently acquired companies may take longer and/or be more difficult than expected. The success of this integration will depend, notably, on the ability to maintain the client base to coordinate development efforts effectively, in particular at the operational and commercial levels, and to streamline and/or integrate the information systems and internal procedures and the ability to retain key employees. Difficulties encountered in the integration could entail higher integration costs and/or less significant savings or fewer synergies than expected.
The Group is also exposed to risks relating to the integration of the underlying data of newly acquired companies into its operating and financial accounting systems.
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 the Group's future operating income and an unfavourable outcome to one or more of these litigation matters could have a material adverse effect on the Group's revenues, net income, cash flow and financial position. For further details, refer to Section 20.1.6 - Notes to the consolidated financial statements, Note 27 – Litigation.
SCOR remains committed to exploring acquisition opportunities which may present themselves and which would be likely to deliver value for its shareholders and, will rely on the consistent application of its strategic plans.
SCOR is mainly exposed to the following credit risks:
Credit risks on bonds cover two areas of risk.
Firstly, a deterioration in the financial situation of an issuer (sovereign, public or private) may result in an increase in the relative cost of refinancing and a reduction in the liquidity of the securities issued leading to a reduction in the value of such securities. Secondly, the borrower's financial situation can cause it to become insolvent and lead to the partial or total loss of coupons and of the principal invested by SCOR.
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 notably internal assessments, the rating provided by the rating agencies to the issuer and liquidity of the securities purchased. The Group invests a significant proportion of its Bond portfolio in OECD Government bonds, supra-national bonds and bonds guaranteed by a State which frequently have better financial ratings and lower risk profile than Corporate bonds.
Bond investments are managed by SCOR Global Investment SE or by external managers. In all cases, Investment Guidelines are provided to managers and strict monitoring is carried out over the global portfolio for all 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 .
The Group transfers part of its risks to retrocessionaires via retrocession programmes. The retrocessionaires then assume, in exchange for the payment of premiums by SCOR, the losses related to claims covered by the retrocession contracts. So, in the event of default by the 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, to the extent that SCOR's retrocessionaires belong to the same business sector, unfavourable events affecting the sector may affect many liabilities. In other words, risks to which SCOR is exposed could also become systemic risks.
The policy for the management of retrocessionaire credit risk is entrusted to the Security Committee who is responsible for analysing 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 retrocession agreements such as the securitisation of catastrophic risk or mortality swaps or the issuance of contingent capital securities. Alternative retrocession agreements are described in more detail in Section 4.1.2 – SCOR is exposed to losses from catastrophic events. The credit risk that SCOR may be exposed to, through these alternative retrocession agreements, can be more limited than the credit risk related to traditional retrocession arrangements.
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 technical reserves split by retrocessionaires' financial rating is included in Section 20.1.6 - Notes to the consolidated financial statements, Note 16 – Contract liabilities.
In spite of the measures to control and reduce the risks of defaults of its retrocessionaires implemented by the Group, the occurrence of one or more of such default could have a material adverse impact on its business, its present and future premium income, its net income, its cash flows, its financial position, and potentially on the SCOR share price
There are two 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 or future liabilities. Depositing these amounts does not a priori discharge SCOR of its liability towards its cedants in case SCOR 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 premiums due under SCOR's 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 SCOR remains liable for paying claims without being able to offset the unpaid premiums.
In order to reduce such risks, SCOR carries out 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 honoured, an appropriate financial provision is established in SCOR's accounts corresponding to the liability for which a loss is considered probable.
Thus, the inability of its cedants to fulfil their financial obligations could affect SCOR's current and future revenues, net income, cash flow and financial position.
SCOR is exposed to the risk of losing all or part of any cash deposited with a retail bank in the event of such a bank no longer being able to honour its commitments (e.g. following liquidation).
SCOR reduces concentration risk by defining counterparty exposure limits. Furthermore the Group selects bank counterparties according to their rating and quality of their credit. The Group also considers the public assistance (e.g. loans, guarantees of deposits, nationalisations) certain banks may benefit from during the financial crisis, as they are important in the economy of their country.
The current main risk for SCOR 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 restitute its deposits to the Group could have a material adverse impact on its business, its present and future revenues, its net income, its cash flows, and its financial position, and potentially, on the SCOR share price.
As part of the management of its investment portfolio, SCOR deposits the securities it owns with a number of approved custodians. In the case of default of a custodian, depending on the local regulation applicable to the custodian, all or part of these securities could become blocked. SCOR pays particular attention to the selection of its custodians.
The risk of losing all or part of securities owned by the Group could have a material adverse impact on SCOR's business, its present and future revenues, its net income, its cash flows, and its financial position, and potentially, on the SCOR share price.
SCOR is exposed to credit risk through its Credit & Surety portfolio. In effect, by reinsuring the liabilities of its clients, which are credit insurers and insurers issuing sureties, SCOR must indemnify its ceding companies, for the portion that SCOR reinsures, in the event of the default of companies on which its ceding companies are exposed.
Most of this business is situated in Europe across a diverse range of activity sectors.
SCOR's Credit & Surety business does not cover either CDS ("Credit Default Swap") 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 specialised 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.
However, 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 its business, its present and future revenues, its net income, its cash flows, and its financial position, and potentially, on the SCOR share price.
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 (Value Of Business Acquired) and DAC (Deferred Acquisition Costs) may as a consequence need to be written down and as a consequence, shareholders' equity is reduced accordingly.
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 its image.
In order to reduce such risks, SCOR's exposure on each cedant is limited through its underwriting policy defined each year. An internal assessment of the cedant and its rating is also taken into consideration when concluding new business.
Calculations are also made on the current treaties in order to verify the solidity of the value of future profits from the portfolio in question. This regular monitoring allows for a timely action to manage and mitigate the effects from any possible deviations of the actual results from the projections in the underwriting plan.
Despite these measures, SCOR 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 income, its net earnings, its cash flow and its financial situation.
For further details on the impact of the assessment of its intangible assets upon its results, see Section 4.2.5 – SCOR'S shareholders' equity and net income are sensitive to the valuation of the Group's intangible assets and deferred tax assets.
SCOR participates, for certain risk categories that are particularly heavy (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, SCOR 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, SCOR's financial position could be affected.
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. SCOR attaches particular importance to the establishment of and respect of counterparty exposure limits. The annual examination of its exposures enables the Group to identify and quantify the risks and, in case of accumulations, formulate appropriate responses.
Some capacities offered by SCOR are not achievable solely with the Group's current available capital. These capacities (mainly Catastrophic and Large Risks) rely on retrocession whereby SCOR purchases, mainly on a one year basis, additional resources (retrocession) that will allow the Group to provide capacity to its clients. SCOR tries to reduce its dependence vis-à-vis the traditional reinsurance market by entering into alternative reinsurance solutions. Today, roughly one third of SCOR's catastrophic capacity is purchased from alternative markets (Capital Markets) as Cat Bonds which have a risk period of mainly 3 years.
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 technical reserves, in particular in respect of long-tail business, e.g. general liability and motor bodily injury claims. In addition, the Group 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.
The Group'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 bond portfolios. As a consequence, SCOR decided to partially mitigate this risk by investing in a portfolio of inflation-linked securities, whose market value would increase if inflation or inflationary expectations increase. 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 SCOR's equity 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 the reserves, the net income, the cash flow, the financial position, and potentially on the SCOR share price.
Interest rate fluctuations have direct consequences on the market value of the Group's fixed-income investments and therefore on the level of unrealised 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 its investments is likely to fall due to investments of new premiums at rates lower than those of the existing portfolio (dilutive effect of new investments). In addition, in these periods of declining interest rates, SCOR's fixed-maturity 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.
Conversely, an increase in interest rates, as well as fluctuations in capital markets could also lead to changes in behaviour resulting in the unanticipated surrender and withdrawal of fixed annuities and other Life reinsurance products, including the fixed annuities of SCOR Global Life. This would result in cash outflows which might require the sale of assets at a time when the increase in interest rates has caused a fall in the market value of the fixed-maturity securities held in the portfolio. This could generate losses during the disposal of assets.
Interest rate risk is managed within the Group primarily at two levels. At the level of each entity, SCOR takes into account the asset-liability matching policy and congruence rules, as well as local regulatory accounting and tax constraints. At the central level, it conducts operations to consolidate all portfolios in order to identify the overall level of risk and return. The Group uses analytical tools which guide both its strategic allocation and local distribution of assets.
The sensitivity to changes in interest rates is generally analysed on a monthly basis. The Group analyses the impact of a major change in interest rates on each of its portfolios and at the global level. Here, the Group identifies the unrealised capital loss that would result from a rise in interest rates. The instantaneous unrealised 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.
Investments duration is medium term, relating to liability durationsInvestments are made, in general, over the medium term and are based on a policy of matching asset and liability durations. As a result, portfolio turnover is rather moderate thus assuring a relatively stable duration of the portfolio and a rapid assessment of interest rate risk.
However, there can be no assurance that such measures, including the two-levels of interest rate risk management 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 bond portfolio by rating of the issuer, see Section 20.1.6 - Notes to the consolidated financial statements, Note 26 - Insurance and financial risk.
SCOR is also exposed to credit risks related to its bond investments. See Section 4.1.12 - SCOR is exposed to credit risks (a) Bond portfolios.
The Group 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 an impairment could affect its net income.
Equity investments are considered as both a traditional and strategic asset class for the Group. The goal is to develop and manage a diversified portfolio of high-quality stocks that will appreciate over the medium term. SCOR also seeks stocks which offer high dividends or that could benefit a revaluation in case of inflation rise. Stock selection is therefore predominantly based on an analysis of the underlying fundamentals.
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. See Section 4.1.4 - SCOR could be subject to losses related to deteriorating results in lines where it is no longer actively writing 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 etc.) and/or by risks which influence a single asset or a small number of assets (specific or idiosyncratic risk).
Because equities are more volatile than bonds, this asset class is closely and regularly monitored. All equity positions (direct positions and mutual funds) are aggregated and valued daily. This approach allows the Group 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, The Group therefore uses an instantaneous change in the equity market as a measure of the change in the unrealised capital gains or losses of the equity portfolio.
The impact of a uniform drop of 10% in equity markets is included in 20.1.6 - Notes to the consolidated financial statements, Note 26 - Insurance and financial risk.
In spite of the above, the Group is nevertheless exposed to a risk of capital losses on its equity exposures – if it were to occur – which could adversely impact its net income, its cash flows, its financial position and potentially, on the SCOR share price.
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. ABS, CDO, CLO, CMO, CMBS, RMBS, structured notes, etc) and on the alternative investment portfolio (e.g. hedge funds, infrastructure, commodities, private equity, etc).
The financial markets context remains uncertain and exposes SCOR to significant financial risks linked to changes in macroeconomic variables, inflation, interest rates, 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, SCOR 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 (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 funds or funds of funds in its alternative assets portfolio. Some of these funds have the possibility to restrict temporarily the liquidity of these shares in setting mechanisms: "Side pockets" or "gates". SCOR mitigates this risk by holding small amounts of these assets.
However, in spite of the measures to control and reduce the risk exposure described above, the occurrence of one or more of these risks could have a material adverse impact on the business of the Group, its present and future revenues, its net income, its cash flows, its financial position, and potentially, on the SCOR share price.
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 imperfect 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.
The main foreign entities of the Group are located in Switzerland, North America, the United Kingdom and Asia. The shareholders' equity of these entities is denominated mainly in Euros, U.S. dollars, or Pounds Sterling.
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. The Group 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 the consolidated shareholders' equity of the Group is described in Section 20.1.5 – Consolidated statements of changes in shareholders' equity.
SCOR has issued debt instruments in currencies other than Euro, currently US Dollars, and to the extent that these are not used as a hedge against foreign currency investments, the Group is similarly exposed to fluctuations in exchange rates.
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 spot transactions or forward hedges. Forward sales and purchases of currencies are included in Section 20.1.6 - Notes to the consolidated financial statements, Note 8 – Derivatives instruments.
However some events, such as catastrophes, can have an impact on the matching of assets and liabilities in a currency which can generate a temporary unmatched position which is not covered by currency contracts or hedges.
For the consolidated net position of assets and liabilities by currency, and for an analysis of sensitivity to exchange rates, refer to Section 20.1.6 - Notes to the consolidated financial statements, Note 26 – Insurance and financial risk.
However, in spite of the measures to control and reduce the exposure of the Group to fluctuations of exchange rates of major currencies, such fluctuation could have a material adverse impact on the business of the Group, its present and future revenues, its net income, its cash flows, its financial position, and potentially, on the SCOR share price.
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 SCOR 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), the Group might be forced to reduce their value, in whole or in part, thereby reducing shareholders' equity.
In order to evaluate any potential impairment of goodwill, an impairment test is performed annually.
Additionally at each reporting date SCOR assesses if there is any indication that an intangible asset may be impaired and if such indication exists SCOR completes an estimate of the recoverable amount which may or may not result in an impairment charge. The assessment of the existence of an indication of impairment includes numerous internal and external sources of information in accordance with IAS 36 Impairment of assets and SCOR is therefore dependent on the reliability of those sources.
The recognition of deferred tax assets i.e. the likelihood of recognizing sufficient profits to offset losses in the future, depends on applicable tax laws and accounting methods as well as the performance of each entity concerned. Due to the losses incurred, SCOR was forced to impair, in 2003, all deferred tax assets of SCOR U.S. Corporation, a portion of this impairment was reversed in 2007 and 2008 and the balance in 2009 (Refer to Section 20.1.6 - Notes to the consolidated financial statements, Note 19 - Income Tax for details). The deferred taxes generated by the Group's other entities were maintained. Nevertheless, the occurrence of other 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 loss of other deferred tax assets.
Acquisition costs, including commissions and underwriting costs, as well as the value of business acquired ("VOBA") for life reinsurance, and the contractual rights with clients are recognised as assets subject to the profitability of the contracts. They are amortised 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 deferred acquisition costs or VOBA are incorrect, it would then be necessary to accelerate amortisation.
Details of intangible assets, related impairment testing policy and recent acquisitions is included in Section 20.1.6 - Notes to the consolidated financial statements, Note 1 - Accounting principles and methods, Note 3 – Acquisitions, Note 4 - Intangible assets and Note 19- Income Tax.
In spite of the measures to control and reduce the exposure of the Group to the risks related to the assessment of impairment of intangible assets and 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 the business of the Group, its present and future revenues, its net income, its cash flows, its financial position, and potentially, on the SCOR share price.
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
The main sources of revenue from SCOR's reinsurance operations are premiums, revenues from investment activities, and realised capital gains. The majority of these funds are used to pay out claims and related expenses, together with other operating costs. These positive operating cash flows, together with the portion of the investment portfolio held directly in cash or highly liquid securities, have always enabled SCOR to meet the cash demands generated by its operating activities.
However liquidity risk is increased in situations of market disruption as the Group may need to sell a significant portion of its assets quickly and at unfavourable terms. Additional information on SCOR's liquid assets is included in Section 20.1.6-Notes to consolidated financial statements, Note 6 – Insurance business investments.
Some letter of credit facilities granted by SCOR to cedants require a 100% collateral in case of non-respect of financial covenants or level of rating. Significant changes in SCOR's solvency or rating could force the Group to collateralise these facilities at 100%, which would thus deteriorate SCOR's liquidity level. Additional information on SCOR's letter of credit facilities is included in Section 20.1.6 - Notes to consolidated financial statements, Note 25 - Commitments received and granted.
Furthermore in the beginning of 2010, the Group redeemed the following bonds:
Redemption of OCEANE bonds by SCOR on 4 January 2010. Refer to Section 20.1.6 - Notes to consolidated financial statements, Note 14 - Financial debt and OCEANE financial debt repaid 4 January 2010 for more details about OCEANE.
The majority of the other Group's bonds are redeemable at the discretion of SCOR, and not of their holders (except in the usual events of default applicable to this kind of bonds). Due to these features, these other bonds do not increase SCOR's exposure to the risk of short-term or medium-term cash payout. These bonds are presented in Section 20.1.6 - Notes to the consolidated financial statements, Note 14 - Financial debt and OCEANE financial debt repaid 4 January 2010.
However, in spite of the measures to control and reduce the exposure of the Group to risks of short-term or mediumterm payouts, it cannot be guaranteed that the Group will not be exposed to such risks in the future, which could have a material adverse impact on the business of the Group, its present and future revenues, its net income, its cash flows, its financial position, and potentially, on the SCOR share price.
Additional information on the timing of repayments is included in Section 20.1.6 - Notes to the consolidated financial statements, Note 26 - Insurance and financial risk.
4.4.1 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 minimise the risk of default and insolvency.
As of this date, the Group 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 SCOR conducts 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 SCOR is subject has been substantially reduced by the implementation into French law of Directive n. 2005/68/EC 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. This 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 European Union at least. Moreover this Directive, implemented into national law, establishes regulations relating to technical reserves and to the Life and Non-Life solvency margins applicable to the Group as of 2008 in France and in all European countries. The 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 harmonisation of regulations governing reinsurers with the regulations governing insurers. These new regulations may increase SCOR's solvency margin obligations, thereby restricting its 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. Insurers appear to have put a stop to various commercial contingency commissions; a development which has spread to reinsurers in terms of the business they underwrite through brokers.
In addition to this, the public authorities in the United States 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 present and future revenues, cash flows, financial position and operating income, and potentially, on the SCOR share price.
The "Solvency II" European Directive, no 2009/138/CED of the 25 November 2009, published in the OJEU on the 17 December 2009, relative to the solvency standards applicable to Insurers and Reinsurers, defines the principles and rules that will apply to the appreciation and control of risk in order that the companies in the sector will be able to attain their strategic, operational, analysis, reporting and compliance objectives.
In order to monitor the implementation of the directive across the Group, a dedicated team at the heart of the Solvency II project has been established to coordinate the efforts in the entities involved. A time line, work schedule, specific governance framework and various work stream project teams have been established to implement the directive's requirements as they are disclosed, and in particular, to implement the 3 pillars of the Solvency II directive. The direct implication of the Group's Executive committee is ensured by the individual members involvement in the various "Solvency II" projects work streams.
Although it is of course not possible to quantify the impact of the 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 the regulatory capital requirement (or reduce the underwriting capacity) and increase the Group's operating costs.
SCOR is involved in legal and arbitration proceedings in certain jurisdictions, particularly in Europe. For more information on this issue, refer to Section 20.1.6 - Notes to the consolidated financial statements, Note 27 - Litigation page 252.
SCOR's legal department is systematically informed of any potential or proven risk of litigation by the two operating divisions SCOR Global P&C and SCOR Global Life and, at Group level, by the senior management, by the Group Executive Committee, or by the Hub legal departments located respectively in Paris, London, New-York, Cologne and Zurich. Consequently, the Group Legal Department centralises and monitors all the litigation matters of the Group, except for claims litigations which are managed by the specialised lawyers in the Claims & Commutations Division at SCOR Global P&C and the operational entities. The procedures for reporting disputes and monitoring litigation matters are described in greater detail 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 procedures.
An unfavourable outcome in one or more of the court or arbitration proceedings described above could have a material adverse impact on the revenues, net income, cash flow, financial position of the Group, and potentially, on the SCOR share price.
The Group's companies establish their tax accounts in accordance with applicable local laws and regulations. However, some tax positions adopted by the Group's companies may differ from the view taken by the relevant tax authorities. Additionally tax laws and regulations may change with retroactive impact.
SCOR is exposed to specific operational risks (See Section 4.1.10-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.
The properties and other assets of SCOR and its subsidiaries are covered locally through property and fire damage and comprehensive IT risk policies. The levels of self-insurance depend on the risks insured (e.g., self-insurance level on the SCOR building in Paris at La Défense, is less than EUR 15,000 deductible per incident).
With the exception of a few policies purchased locally, liability risks are mostly covered at Group level for amounts deemed sufficient.
This is the case for civil liability risks related to the operation of the company caused by employees and real estate, professional liability risks, civil liability risks of directors and officers, and fraud.
All of these insurance policies are with high-quality insurers.
The management of the Group's property and liability insurance is subject to a validation procedure in which a steering committee composed of specialist staff is requested to issue an opinion. Assessment of strategies is performed by the Group Chief Risk Officer ("CRO").
Nevertheless, these insurance covers could prove insufficient or the insurance company could possibly contest their liability and towards SCOR. This could have a material adverse impact on the revenues, cash flow, net income, financial position of the Group, and potentially, on the SCOR share price.
Refer to Section 20.1.6 - Notes to the financial statements, Note 1 - Accounting principles and methods
1 Generally speaking, the amounts of insurance mentioned in this Section 4.5 are for purposes of illustrating the policy of transferring certain risks by the SCOR Group, subject to other provisions of corresponding policies or policy, specifically those regarding possible lower limits of coverage, particular deductibles, geographic coverage and/or particular exclusions.

History and development of the issuer
5.1 PAGE 42
Investments
5.2 PAGE 46
5.1.1 LEGAL NAME AND COMMERCIAL NAME OF ISSUER
Legal name: SCOR SE
Commercial name: SCOR
5.1.2 PLACE AND REGISTRATION NUMBER OF ISSUER
R.C.S. number: Nanterre 562 033 357
A.P.E. Code: 6520Z
5.1.3 DATE OF INCORPORATION AND LENGTH OF LIFE OF ISSUER
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.
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 1, avenue du Général de Gaulle 92800 PUTEAUX France Tel. +33 (0)1 46 98 70 00 Fax : +33 (0)1 47 67 04 09 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 of 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 of 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 and tradable over-the-counter on the Frankfurt Stock Exchange. 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.
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 Union, 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 off setting of underwriting reserves by assets and the rules of acceptability of assets.
The main provisions are:
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 U.S. Re Insurance Company, the Group's main Life insurance subsidiary in the United States, is domiciled in Texas. The Group's other subsidiaries in the United States are currently domiciled in Arizona, Delaware, Florida and Texas.
SCOR was founded in 1970 at the initiative of the French government to create a reinsurance company of international stature. SCOR developed quickly in the various world markets, building up a substantial international portfolio.
At the beginning of the 1980s, the government's stake in the Company's share capital, held through the Caisse Centrale de Réassurance, was progressively reduced in favour of insurance companies that were active on the French market.
In 1989, SCOR and UAP Reassurances combined their Property & Casualty and Life reinsurance businesses as part of a restructuring of SCOR share capital, and listed the Company on the Paris stock exchange. 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, doubling the share of its U.S. business in the Group's total Group turnover.
While maintaining an active local presence in major markets and building up new units in fast-growing emerging countries, SCOR continued in the following years to streamline its structure and its organisation.
In 1998, SCOR and SOLAREH incorporated SOLAREH SA, which is now held equally by SCOR Global Life SE and SOLAREH International. Its corporate purpose is to facilitate the reintegration to society of the disabled by re-education, prevention and training services granted to French insurers which are reinsured by the Group.
In 1999, SCOR purchased the 35% stake held by Western General Insurance in the Bermudan company Commercial Risk Partners (CRP), thus raising its stake in this subsidiary to 100%.
In 2000, SCOR acquired Partner Re Life in the United States, thus providing it with a platform to expand its Life reinsurance business on the U.S. market.
In 2001, SCOR acquired SOREMA S.A. and SOREMA North America in order to increase its market share and take full advantage of the cyclical upturn in Property & Casualty reinsurance.
That same year, SCOR formed a reinsurance company in Dublin, named Irish Reinsurance Partners Ltd ("IRP"), which has since become SCOR Global P&C Ireland Ltd.
In 2002, SCOR 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. (Investors Insurance Corporation - IIC).
In 2003, the Group reorganised 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 in 2006 to SCOR Global Life SE, and which became a European Company in 2007, along with its subsidiaries, are all directly or indirectly wholly owned by 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 a company of the Group, Société Putéolienne de Participations, whose corporate name was changed to SCOR Global P&C, a French subsidiary wholly owned by SCOR, effective retroactively to 1 January 2006. In 2007, SCOR Global P&C adopted the European Company statute via a merger by absorption of SCOR Deutschland Rückversicherungs AG and SCOR Italia Riassicurazioni SpA.
On 21 November 2006, the Group completed the acquisition of Revios, allowing it to create a top worldwide Life reinsurer. Based in Cologne, Revios was the former Life reinsurance unit of Gerling Global Re Group, and had successfully developed autonomously since 2002. Revios had since become one of the leading European reinsurers specialising in Life reinsurance, with offices in 17 countries. The combination of Revios and SCOR VIE created SCOR Global Life SE, an operating entity with an annual volume of gross written premiums of EUR 3,035 million at 31 December 2010.
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.
On 22 August 2007, SCOR Global Life SE announced that it held 98.67 % of the share capital of ReMark, now part of the Market Unit 1 of SCOR Global Life SE. Established in 1984, ReMark is an important player of the direct global marketing of Life insurance products business. On 8 August 2007, SCOR Global Life SE acquired 100% of Alfinanz Asia, also specialised in the direct marketing of products similar to those of ReMark. Since 2009, SCOR Global Life SE holds 100% of the share capital of ReMark.
Since August 2007, SCOR SE has acquired control of Converium (which became SCOR Holding (Switzerland)) further to the market purchases of Converium shares, to the acquisition of blocks of Converium shares and to the Offer (for additional information on this takeover, refer to Section 5.2.1.1 – Public offer upon the Converium shares). In the context of this Offer, SCOR SE also listed its shares to trading in Swiss Francs on the SWX Swiss Exchange (which became the SIX Swiss Exchange) in Zurich, thereby enabling Converium shareholders who brought their Converium shares to SCOR SE to keep their assets in the same currency and on the same stock exchange.
Following the acquisition of SCOR Holding (Switzerland) (formerly Converium Holding) shares on the market, SCOR SE held, on 22 October 2007, more than 98 % of SCOR Holding (Switzerland), enabling SCOR SE to seek, on 25 October 2007, a court-ordered procedure for the cancellation of the shares of SCOR Holding (Switzerland) not yet held by the Group.
Following this acquisition, the Group became the world's fifth-ranking global multi-line reinsurer1 with leading positions in selected areas such as Life reinsurance, specialty lines, industrial high risk, according to the classifications appearing in
1 Excluding Lloyd's
Global Reinsurance Highlights 2010 of Standard & Poor's, in terms of pro forma gross written premiums issued in 2009 by the Group's entities.
On 7 January 2008, SCOR Holding (Switzerland) delisted its American Depositary Shares from the New York Stock Exchange. SCOR Holding (Switzerland) then requested the deregistration of its securities with the SEC. The deregistration of SCOR Holding (Switzerland) securities took place on 4 September 2008. Moreover, further to the request addressed by SCOR Holding (Switzerland), the SWX Swiss Exchange, by order dated 14 November 2007, delisted SCOR Holding (Switzerland)'s shares as from 30 May 2008.
Following the acquisition of Converium and Revios by SCOR SE, the integration of these companies has been implemented in the framework of an innovative approach, in accordance with the new global, multi-cultural dimension of the Group: the Hub Company.
This model has been designed around six structured platforms, around roles and not just by legal entities. Each platform is in charge of some of the local, regional and global responsibilities.
The Hubs have been progressively put in place:
The Group created, on 21 April 2008, a representative office in South Africa, bound to operate Non-Life activities. On 30 June 2009, the Group announced that the South African regulatory body for the insurance sector, the FSB, has granted SCOR SE a license to conduct Life and Non-Life reinsurance business. The Group's Non-Life representative office in Johannesburg has thus become a fully-fledged composite subsidiary of SCOR, called SCOR Africa Limited. This subsidiary's activities will cover Africa's English and Portuguese speaking markets as well as Mauritius.
On 31 July 2008, SCOR SE entered into an agreement with the Malakoff Médéric Group, the leading Group in the French social protection market, 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 agreement also includes the signature of a 5-year commercial agreement between SCOR SE and Malakoff Médéric. The transaction was signed on 24 October 2008 and gave rise to the contribution to the Malakoff Médéric Group of SCOR SE treasury shares. In carrying out this acquisition, SCOR increases its leading role in the French Life and Health reinsurance market and the social protection field. The acquisition of Prévoyance Ré is described in more details in Section 5.2.1.3 - Acquisition of all the shares of Prévoyance Ré.
On 27 October 2008, SCOR Global Life SE incorporated in Spain SCOR Telemed, a wholly owned subsidiary. The corporate purpose of this company is the carrying out of medical interviews by phone in the aim of Life insurance teleunderwriting. The activities of this company have been launched on 18 November 2009 to provide clients with valueadded services in the field of tele-underwriting. The company uses IT software to conduct tele-interviews and has a specialised automated underwriting system to deal with cases ranging from the standard to the most complicated ones. Severely substandard cases are handled using SCOR's web-based underwriting manual. The advantages of SCOR Telemed for clients are manifold and include enhanced customer satisfaction, speed of service, increased disclosure and strong operational savings. The reduced level of administration also means that the sales team can focus on their core activity.
On 29 October 2008, the Group announced its decision to create SCOR Global Investments SE, its portfolio management company and third operational entity within the Group along with SCOR Global P&C SE and SCOR Global Life SE. This new structure, incorporated on 2 February 2009, carries the asset management of the investments portfolio of the Group 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 has been approved by the AMF as a portfolio management company with effect from 15 May 2009.
On 21 November 2008, SCOR announced its decision to incorporate a reinsurance subsidiary in Russia (Moscow) in order to develop both its Life and Non-Life business. This company, held by SCOR SE, was incorporated on 24 December 2008 under the corporate name SCOR Perestrakhovaniye.
On 19 May 2009, SCOR announced the acquisition of ESG Direct Asia by SCOR Global Life SE's wholly-owned subsidiary ReMark. ESG Direct Marketing has been active in Direct Marketing in Asia since 1998, in particular in Malaysia, Thailand, Indonesia, Hong Kong and China.
On 18 July 2009, SCOR Global Life US, a wholly-owned subsidiary of the Group, has reached a definitive agreement to acquire XL Re Life America Inc., a subsidiary of XL Capital Ltd, for an amount of EUR 31.7 million. The definitive completion of this acquisition has been announced on 4 December 2009. The acquisition will help SCOR Global Life SE to further develop its mortality and U.S. Life reinsurance market position. In 2008, XL Re Life America Inc. generated EUR 22.1 million in premium income.
On 8 October 2009, SCOR Global Life SE opened a Life branch office in The Netherlands to further strengthen its presence and position in the market and fully seize business opportunities.
On 23 March 2010, SCOR Global Life SE announced the opening of a representation office in Israel for the Israeli Life and Health market.
On 7 April 2010, the Group announced that the China Insurance Regulatory Commission (CIRC) has granted SCOR SE a composite licence that will henceforth enable the Group to extend its current Non-Life activities to Life & Health business in China. SCOR was approved by the CIRC to conduct Non-Life reinsurance business in October 2006 and began underwriting in 2008.
On 1 November 2010 Lloyd's Market Franchise Board gave its "in principle" approval to the creation of Syndicate 2015, of which SCOR will be the sole capital provider and which stamp capacity will be GPB 75 million for the first year. Underwriting began on 5 January 2011 for arrangement entering in force from this date. The envisaged portfolio has a strong focus on shorter tail lines coming from markets outside the US and excludes reinsurance treaty business.
SCOR Global Life intends to open a subsidiary in Sydney, Australia for the Australian and New Zealand markets and, in 2010, has submitted its application to the Australian Prudential Regulation Authorities and targets to obtain its licence in 2011.
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.
In December 2010, the Group submitted a request for a license for SCOR Alternative Investments SA, a portfolio management company, to the Commission de Surveillance du Secteur Financier (CCSF) in Luxemburg.
On 16 February 2011, the Group announced the reaching of a definitive agreement providing for the sale of the entire share capital of its subsidiary Investors Insurance Corporation (IIC), its US fixed annuity business, for USD 55 million to Athene Holding Ltd.
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 2010.
Refer to Section 4.2.1 -The Group faces risks related to its fixed income investment portfolio - and 4.2.2 - The Group faces risks related to our equity based portfolio, for a description of risk management connected with its investments in debt instruments and equity securities.
Refer to Section 8 – Property, plant and equipment for a description of risk management connected with our investments in real estate.
On 19 February 2007, SCOR SE announced that it had irrevocably secured 32.94% of the capital of Converium. The acquisition of the 32.94% stake in Converium was achieved through market purchases (8.3%) and the acquisition of blocks of shares from Patinex AG ("Patinex") and Alecta pensionsförsäkring, ömsesidigt ("Alecta"), representing respectively 19.8% and 4.8% of Converium's share capital. These blocks were acquired by purchase and contributions in kind pursuant to share purchase agreements (the "Share Purchase Agreements") and contribution treaties (the "Contribution Treaties") executed between SCOR SE and Patinex, on the one hand, dated 16 February 2007, and between SCOR SE and Alecta, on the other hand, dated 18 February 2007, with compensation consisting of 80% SCOR SE shares and 20% cash.
Under the terms of the Contribution Treaties, Patinex and Alecta have committed to contribute to the Company 23,216,280 and 5,680,000 Converium shares respectively, i.e. a total of 28,896,280 Converium shares (the "Contributions"). A description of the contributions can be found in the document drawn up by SCOR SE, filed with the AMF on 10 April 2007 under number E. 07-032 and in an additional document filed with the AMF on 23 April 2007 under number E. 07-039 (the "Document E"), for the purpose of the company's General Shareholders' Meeting, held on 26 April 2007, called to approve the contributions and to vote on issuance of new shares as compensation for the contributions (the "Contributed Shares").
On 26 February 2007, the Company published a pre-announcement of a mixed public offer in Switzerland (the "Offer") for all of the publicly-held registered shares comprising Converium's share capital, with a nominal value of 5 Swiss Francs per share, including all shares that may be issued prior to the expiration of the offer period (including all additional delays for accepting the Offer) and excluding those shares held by Converium or acquired in the future by Converium or its subsidiaries, as well as those Converium shares admitted to trading on the New York Stock Exchange (NYSE) through an American Depositary Shares program (the "Converium Shares"). The total number of Converium shares able to be contributed to the Offer was set at 106,369,112. Under the terms of the Offer, the company offered Converium shareholders, in exchange for each share of Converium, (i) 0.5 share of SCOR SE; (ii) 5.50 Swiss francs and (iii) 0.40 euro in cash, equal to 50% of the amount of the per share dividend for financial year 2006 paid out by SCOR SE share and converted into Swiss francs on the basis of the euro/Swiss franc exchange rate in effect on the day the Offer is executed (the "Counterpart of the Offer"). The terms and conditions of the Offer are detailed in the Offer Prospectus which was published and filed with the Swiss takeover board ("TOB") as of 5 April 2007 as amended on 12 June 2007 (the "Offer Prospectus"). The TOB then released a recommendation (the "IV Recommendation") pursuant to which the Offer was compliant with the Swiss laws and regulations upon takeovers.
SCOR SE's Extraordinary General Shareholders' Meeting of 26 April 2007, approved the sixth resolution, regarding the decision to proceed with a capital increase by issuing (without preferential subscription rights) new shares of SCOR SE, attributed to Converium shareholders who have tendered their shares the Offer. The terms and conditions of this issue are described in the issue and eligibility prospectus approved by the AMF on 10 April 2007 under number 07-115, as amended by the first amendment approved by the AMF on 23 April 2007 under number 07-131 and by the second amendment approved by the AMF on 12 June 2007 under number 07-183 (the "Issue and Eligibility Prospectus").
92,969,353 Converium shares were presented for acceptance of the Offer opened from 12 June to 9 July 2007, with a supplementary acceptance period opened from 13 to 26 July 2007. The settlement/delivery of the Offer was executed according to the procedures appearing in the Offer Prospectus and SCOR proceeded to issue 46,484,676 new shares on 8 August 2007, with a unit price of EUR 18.79, including EUR 10.9130277 in issue premium and EUR 7.8769723 of face value; SCOR SE paid the Converium shareholders who contributed their shares to the Offer, a total amount of CHF 511,331,441.50 as payment of CHF 5.50 per Converium share contributed, and a total amount of EUR 37,187,741.20 as payment of EUR 0.40 per Converium share contributed, i.e. CHF 61,400,679.50 after conversion into Swiss francs on the basis of the Euro/Swiss franc exchange in effect on the date the Offer was executed.
The cash portion of the Counterpart of the Offer, including the increase in the counterpart declared on 10 May 2007, was financed out of SCOR SE's own total equity.
On 22 October 2007, SCOR announced that it held more than 98% of the voting rights of SCOR Holding (Switzerland) (formerly Converium) and thus that the Group met the conditions necessary for the filing of a cancellation action with respect to the remaining shares of SCOR Holding (Switzerland) not owned by the Group, in order for the Group to become the sole shareholder of SCOR Holding (Switzerland). Such cancellation procedure is a court procedure initiated in compliance with Swiss laws before a Swiss Court pursuant to which a shareholder holding more than 98% of the voting rights of a company may request the cancellation of the shares held by the minority shareholders in consideration for a counterpart strictly identical to that offered in the context of a previous public offer. Immediately after the cancellation of the shares, the same amount of shares is issued to the benefit of the majority shareholder.
A request for cancellation of the 2,840,816 shares of SCOR Holding (Switzerland) was filed on 25 October 2007 with the Business Court of the canton of Zurich (Handelsgericht des Kantons Zürich), the counterpart in cash and shares offered within the context of this cancellation proceedings being identical to the counterpart made by SCOR SE in the mixed public offer in Switzerland for all of the publicly-held registered shares comprising Converium's share capital.
The order of the Commercial Court of Zurich was issued on 15 May 2008 and became effective on 20 May 2008; On 5 June 2008, the Board of Directors of SCOR SE decided, as a consideration for the 2,840,816 shares of SCOR Holding (Switzerland), to (i) issue 1,420,408 SCOR SE shares and (ii) to pay CHF 15,624,488 and (iii) EUR 1,136,326.40 corresponding to the dividend paid by SCOR SE for 2007 to be paid in Swiss francs at the exchange rate applicable on the day preceding the cancellation of the remaining shares, 5 June 2008 (i.e., EUR 1 = CHF 1.61630) (such amount being financed out of SCOR's own total equity).
Since 6 June 2008, all of the shares comprising the share capital of SCOR Holding (Switzerland) have been held by SCOR.
On 23 December 2008, the Federal Administrative Court (Bundesverwaltungsgericht) decided upon the appeal filed by SCOR against the decision rendered by the Swiss Federal Banking Commission on 13 July 2007. Pursuant to this decision, the Swiss Federal Banking Commission confirmed the position expressed by the Swiss Takeover Board in its Recommendation IV dated 9 June 2007, according to which Mr. Martin Ebner, Patinex and BZ Bank AG had acted in concert with SCOR in connection with the Offer. SCOR refutes this characterisation and reaffirms that such physical person and legal entities did not act in concert with SCOR in connection with the Offer. With its decision of 23 December 2008, TAF decided that it did not have to decide in the merits, as the Offer had been consummated and the period for the application of the best price rule had expired on 26 January 2008. In its report dated 22 April 2008 (with supplement dated 13 May 2008), the independent review body Ernst & Young had confirmed that SCOR had complied with all its obligations in connection with the Offer even if Martin Ebner and the persons directly or indirectly controlled by him had been deemed to be acting in concert with SCOR. Accordingly, the appeal was written off without judgment on the merits due to the interests in the appeal having fallen away during the procedure and the appeal therefore having become abstract. None of the parties filed an appeal against this decision of the Federal Administrative Court.
On 31 July 2008, SCOR SE entered into an agreement with the Malakoff Médéric Group, the leading Group in the French social protection market, to acquire 100 % of the share capital and voting rights of Prévoyance et Réassurance, i.e., 1,650,000 shares and voting rights, and its Life and Health reinsurance subsidiary Prévoyance Ré, i.e. 850,000 shares and voting rights.
Such acquisition has been completed on 24 October 2008, by transfer of:
In addition, Group Malakoff Médéric, 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.
During 2010, the Group committed, subject to certain condition precedents, to purchase a company, 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. The purchase price has not been finalized yet but is estimated to be approximately EUR 150 million, payable once the transaction has closed. This purchase will be financed through SCOR's own funds, which already made a deposit of EUR 17 million relating to this acquisition.
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. Successing 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, its Group and its shareholders.

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| Dependency of the issuer with respect to patents or licenses, industrial, commercial or financial contracts and new manufacturing processes |
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Information on SCOR's competitive position
At the end of 2002, SCOR reassessed its new "Back on track" strategic plan. This plan was implemented in order to shift the Property and Casualty underwritings towards:
The "Back on Track" plan met its four major objectives by the end of 2004:
In 2004, the Company's Board of Directors adopted a new strategic plan "SCOR Moving Forward" for the period 2005- 2007. The "SCOR Moving Forward" plan set forth the means and methods to achieve a profitability goal of Return on Equity ("ROE") of 10% through an underwriting policy focused on profitability, by optimum allocation of capital throughout the business cycle, and by maintaining SCOR's customer base in Europe, Asia, North America and in the emerging countries.
With premium revenues of EUR 2,407 million, 2005 was marked by stability in premiums in contrast to 2004, because of the continuation of strict underwriting rules and the renewal of the Non-Life treaties in January and April 2005 affected by a rating of BBB+ (Standard & Poor's) and B++ (AM Best), which were relatively unfavourable compared to our principal competitors. In August 2005, Standard & Poor's upgraded the SCOR rating to A- and on 8 September 2006, AM Best also raised its rating to A-.
SCOR VIE's acquisition of Revios on 21 November 2006 resulted in the creation of SCOR Global Life. This combination was part of the Group's strategy to balance out Life and Non-Life businesses. This "business mix" enabled the Group to improve its risk profile through diversification of its portfolio, to reduce the volatility of its result and to optimise the use of its capital depending on the divergent developments of Life and Non-Life reinsurance markets. The combination between SCOR and Revios allowed collaboration between highly complementary entities in Northern and Southern Europe and in Asia.
In 2006, SCOR's turnover grew by 26.8% in Non-Life reinsurance and by 15.3% in Life reinsurance (1.7% excluding the portion of sales realised by Revios between the date of its acquisition by SCOR and the closing date), due in particular to regaining lost shares after the rating upgrades in August 2005 and September 2006.
Throughout 2007, SCOR finalised the implementation of the "SCOR Moving Forward" plan, which was aiming to regain market shares lost due to the lowering of its rating, taking advantage of a still relatively buoyant market in terms of price where, despite the reorientation of reinsurance transfer policies, development opportunities and the technical quality of risks made it possible to meet the written premium targets. Additionally, the business formerly underwritten by Converium contributed to achieve a sustained successful level of written premium.
The "SCOR Moving Forward" plan was followed by the strategic "Dynamic Lift" plan for the period 2007-2010, in which the Group set its three-year objectives, as approved on 3 April 2007 by the SCOR Board of Directors, based on balanced and profitable growth, centred around Europe and Asia.
On 10 May 2007, in the context of the amicable agreement reached by SCOR and Converium regarding the Offer, SCOR announced that the Converium and SCOR underwriting teams were preparing a common underwriting plan for the 2008 renewal campaign. SCOR took control of Converium in August 2007. This acquisition allowed the creation of the "new" SCOR, one of the 5 largest multi-line reinsurance companies, on the basis of two business engines: Life and Non-Life. For more information on this acquisition, see Sections 5.2.1.1 – Public offer upon the Converium shares.
The second version of the strategic plan, "Dynamic Lift V2", was presented on 4 September 2007 and is based on the results of the analyses of Converium's portfolios made possible since 8 August 2007. The acquisition and integration of Converium aimed to deliver the following objectives over the following 3 years:
The combination of SCOR and Converium created a group organised as a network based on six platforms ("Hubs") worldwide. Four Hubs have been created in Europe (Paris, Zurich, Cologne and London), one in the USA (New York) and one for Asia- Pacific (Singapore).
In the wake of the integration of Converium's teams, the 2008 renewals were successfully negotiated and the combination of the portfolios was performed in line with the assumptions set forth in "Dynamic Lift V2" and the corresponding estimates.
The Group, strengthened by the successive acquisitions of Revios and Converium, restored the balance in written premium in Life Reinsurance ("SCOR Global Life") and Non-Life Reinsurance ("SCOR Global P&C"), which are the basis of its diversification strategy. Within its Non-Life business activities, the complementary character of its SCOR and Converium portfolios and the contribution by Converium of Specialty Treaties and Joint Venture and Partnerships activities, resulted in significant improvement in SCOR's offerings.
Further strengthening of SCOR's organisational setup has been achieved through the acquisition of ReMark, offering direct global marketing of Life insurance products for financial institutions and serving over 200 clients in 33 countries.
On 24 October 2008, SCOR acquired Prévoyance Ré from the Malakoff Médéric Group, further complementing its Life and Health business presence in France. Prévoyance Ré's primary clients consist of provident institutions and other mutual insurance organisations.
On 4 December 2009, SCOR finalized the acquisition of 100% of the capital stock of XL Re Life America Inc. (XLRLA) from XL Capital Ltd. The transaction was originally announced on 22 July 2009. The acquisition helps SCOR Global Life strengthen its services in the mortality-protection field and reinforce its position in the United States. With its retention of the XLRLA team, SGLUS has enhanced its staff and ensured that it will have the resources to continue to provide the same level of excellent services for both existing clients and the new clients acquired through the XLRLA transaction.
After the "Dynamic Lift" plan that successfully ended in 2010 achieving its objectives, the new strategic plan "Strong Momentum" was presented to the public on 8 September 2010.
The "Dynamic Lift" plan was followed by the strategic "Strong Momentum" plan for the period 2010-2013, in which the Group set its three-year objectives adopted at its Board of Directors meeting of 28 July 2010, acting on the proposal of the management team.
With this new plan, SCOR notably intends:
"Strong Momentum" has set three main objectives:
The plan sets out the ways and means by which to achieve these objectives and enables the SCOR group to reinforce its position amongst the leading reinsurers. With the new plan, SCOR is thus in a position to face the current economic, financial and regulatory uncertainties and to optimise it risk profile whilst strengthening its solvency, thus creating value for its shareholders, simultaneously respecting all of its stakeholders.
Throughout 2010, the Group continued to deliver on its 3-year "Dynamic Lift V2" plan, followed by its 3-year "Strong Momentum" plan after September. The renewals throughout the year demonstrated the strength of SCOR's franchise, based on a well diversified and balanced set up between the Life and Non-Life entities.
In March 2010, with long-standing business relations in the Israeli Life insurance market, SCOR Global Life SE, a subsidiary of SCOR SE, decided to establish a Life representative office in Tel Aviv for the Israeli Life and Health market.
In April 2010, The China Insurance Regulatory Commission (CIRC) granted SCOR SE a composite licence that will henceforth enable the Group to extend its current Non-Life activities to Life & Health business in China.
On 1 November, 2010, the Lloyd's Market Franchise Board gave its "in principle" approval to the creation of Syndicate 2015. Final arrangements and approval have led to the commencement of underwriting as early as 1 January 2011 on a risk inception basis. SCOR is the sole capital provider of Syndicate 2015, the initial stamp capacity of which is GBP 75 million. The envisaged portfolio has a strong focus on shorter tail lines coming from markets outside the US and excludes reinsurance treaty business. This will be the first time that the Group is the exclusive capital provider to a Lloyd's Market syndicate. SCOR's support of Syndicate 2015 reflects the company's intention to further develop an insurance platform. It is an additional initiative to the Group's ongoing strong support of a number of other syndicates as a reinsurer and/or capital provider.
SCOR Global Life intends to open a subsidiary in Sydney, Australia for the Australian and New Zealand markets and, in 2010 has submitted its application to the Australian Prudential Regulation Authorities and targets to obtain its licence in 2011.
In connection with the strategic "Strong Momentum" plan, the Group announced in September 2010 the launching and marketing of a first investment fund for qualified investors, "Atropos" dedicated to ILS instruments ("Insurance - Linked Securities").
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 inherent complexity linked to the broader range of activities and its international nature. Reinsurance can provide a ceding company with several benefits, including a reduction in net liability on individual risks and catastrophe protection from large or multiple losses. Reinsurance also provides ceding companies with the necessary capacity to increase their underwriting capabilities both in terms of the number and size of risks. 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 concerned to other reinsurers (known as retrocessionaires).
Reinsurance provides four essential functions:
In addition, reinsurers also provide advisory services to ceding companies by:
(a) defining their reinsurance needs and devising the most effective reinsurance programme to better plan their capital needs and solvency margin;
(b) supplying a wide array of support services, specifically in terms of technical training, organisation, accounting and information technology;
(c) providing expertise in certain highly specialised areas such as the analysis of complex risks and risk pricing;
(d) enabling ceding companies to build up their business even if they are temporarily under capitalised, particularly in order to launch new products requiring heavy investment.
The two basic types of reinsurance arrangements are treaty and facultative reinsurance.
In treaty reinsurance, the ceding company has a contractual obligation to cede and the reinsurer to accept, a specified portion of a type or category of risks insured by the ceding company. Reinsurers producing the treaties, as done by SCOR, do not separately evaluate each of the individual risks assumed under the treaty. As a result, after reviewing the ceding company's underwriting practices, they depend on the coverage decisions made originally by the policy writers of the ceding company.
Such dependence subjects 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 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 risk covered by a single specific insurance policy. Facultative reinsurance is negotiated separately for each insurance contract that is reinsured. Facultative reinsurance normally is 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 to more accurately reflect the risks involved.
Both treaty and facultative reinsurance can be underwritten on a proportional (or quota share) basis, or non-proportional (excess loss) basis or on a stop loss basis.
With respect to proportional or quota share reinsurance, the reinsurer, in return for a predetermined portion or share of the insurance premium charged by the ceding company, indemnifies the ceding company against the same predetermined portion or share of the losses of the ceding company under the covered insurance contract or contracts. In the case of reinsurance written on a non-proportional, or excess of loss basis or excess of stop loss, the reinsurer indemnifies the ceding company against all or a specified portion of losses, on a claim by claim basis or with respect to a specific event or a line of business, in excess of a specified amount, known as the ceding company's retention or reinsurer's attachment point, and up to a negotiated reinsurance treaty limit.
Although the losses under a quota share reinsurance treaty are greater in number than under an excess of loss contract, it is generally simpler to predict these losses on a quota share basis and the terms and conditions of the contract can be drafted to limit the total coverage offered under the contract. A quota share reinsurance treaty therefore does not necessarily require that a reinsurance company assume greater risk exposure than on an excess of loss contract. In addition, the predictability of the loss experience may better enable underwriters and actuaries to price such business accurately in light of the risk assumed, therefore reducing the volatility of results.
Excess of loss reinsurance are 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 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, enables underwriters and actuaries to more 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 paid by the ceding company to the reinsurer under a quota share contract are strictly proportional to the premiums received by the ceding company, and correspond to its share of the risk coverage. In addition, in a quota share reinsurance treaty, 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 (commissions, premium taxes, assessments and miscellaneous administrative expense) and also may include a profit ratio.
Reinsurers typically purchase reinsurance to cover their own risk exposure or to increase their capacity. Reinsurance of a reinsurer's business is called a retrocession. Reinsurance companies cede risks under retrocession agreements to other reinsurers, known as retrocessionaires, for reasons similar to those that cause primary insurers to purchase reinsurance: to reduce net liability on individual risks, protect against catastrophic losses and obtain additional underwriting capacity.
Reinsurance can be written through 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 upon local market practices, the cedent's worldwide reinsurance market knowledge, the complexity of the risks the cedent intends to transfer and the corresponding available reinsurance capacity in the market, the cedent's capability and resources to structuring a market submission data, placing risks and administrating them. In most of the cases, reinsurance programs are subject to a placement involving several reinsurers. The relative amount of brokered and direct business written by the Group's subsidiaries varies according to local market practices.
Our operations are organised into the following two business segments: Non-Life reinsurance and Life reinsurance. We underwrite different types of risks for each segment. Responsibilities and reporting within the Group are established on the basis of this structure, and our consolidated financial statements reflect the activities of each segment.
The Non-Life segment is divided into four operational sub-segments:
This business sector underwrites proportional and non-proportional reinsurance treaties.
These contracts cover property damage, such as dwellings, industrial and commercial goods, vehicles, ships, stored or transported merchandise or operating losses caused by fires or other events, including accidents or natural catastrophes as well as damages caused to third parties under civil liability coverage. Accordingly, they include treaties covering automobile liability and general civil liability. Auto liability covers property damage, injuries and other risks arising from the coverage of both drivers and passengers in private vehicles and commercial fleets.
SCOR's main Specialty reinsurance activities includes Credit & Surety, Ten-Year Inherent Defects Insurance, Aviation, Space, Marine, Engineering, Agricultural Risks and Structured Risk Transfer. They include both treaties and facultative reinsurance.
The reinsurance of credit insurance, surety commitments and political risk is managed by teams primarily based in Europe. Under credit insurance, the insurer covers the risk of losses from the non-payment of commercial debts. Surety insurance is a contract under which a guarantor makes a commitment to a beneficiary to perform the obligation to ensure payment by or to pay the debt of the secured debtor. Political risk insurance covers the risk of losses due to measures taken by a government or similar entity which endangers the existence of a sales contract or commitment made by a public or private citizen of the country in which the covered operations are performed. These risks are underwritten through quota share (proportional and non-proportional) treaties as well as facultative.
According to French, Italian, Spanish laws as well as laws in other jurisdictions, ten-year inherent defects insurance covers major structural defects and the collapse of a building for ten years after completion. These risks are underwritten by proportional and non-proportional treaties as well as by facultative reinsurance.
Aviation insurance covers damages caused to aircraft, injuries to persons transported and to third persons caused by aircraft or air navigation, as well as losses resulting from products manufactured by companies in the aerospace sector.
Facultative and reinsurance treaties underwriting in the space sectors cover the launch preparation, the launch, and the orbital operation of satellites. This applies primarily to commercial telecommunication and earth observation satellites.
Insurance for shipping risks includes insurance for general property and liability for the ships and shipped merchandise as well as for ship construction.
Engineering insurance, which is divided into Construction All Risks and Erection All Risks insurance, includes the basic Property and Casualty coverage and may be extended to the financial consequences of a delay in delivery (anticipated operating losses) caused by losses identifiable under the basic Property and Casualty coverage.
In order to address the increased risk and the coverage needs associated with agriculture, SCOR 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.
To cope with the broader reinsurance buyers needs in transferring risk and to benefit from these changes by broadening the SCOR's field of activity, SCOR employs a Global Head of Structured Risk Transfer who facilitates the knowledge transfer of structured products and associated risks throughout the SCOR's organisation.
The Business Solutions (facultatives) business covers all insurable risks during construction and operation of industrial groups and service companies. It primarily consists of facultative reinsurance underwriting performed by specialised teams organised in an international network around two main business segments, "Natural Resources" and "Industrial & Commercial Risks" covering respectively: (1) onshore (main business sectors being oil and gas, refining, petrochemicals, power generation and distribution, new energy sources and mining), offshore (exploration and production, offshore construction) and shipbuilding, (2) manufacturing & heavy industries (automotive, pulp & paper, aeronautics / defence, high tech) and finance & services (infrastructures, intellectual services, general contractors, distribution and trading). These teams are complemented by two "Market Units" responsible for facultative reinsurance for the Group's insurance company treaty clients and alternative solutions for the transfer and financing of risks for the Business Solutions (facultative) clients, respectively. Business Solutions (facultative) is aimed at professional buyers seeking global risk financing solutions. The risks shared with the ceding and/or captive companies are high-value industrially 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 are beyond the ceding companies' own means.
This activity is dedicated to coverage underwritten by Joint Ventures and Partnerships historically established with Lloyd's syndicates, GAUM (Global Aerospace Underwriting Managers Limited) and MDU (Medical Defence Union).
Reinsurance for individuals, commonly known as Life Reinsurance, includes life, health and personal insurance, for events such as accidents, disability, illness.
The Life insurance business of SCOR Global Life is predominantly underwritten in the form of proportional treaties (quota share or surplus basis or a combination of both) and less frequently excess of loss per person basis or catastrophe excess of loss basis or stop loss basis.
The SCOR Global Life portfolio is a traditional portfolio with more than 60% of mortality reinsurance business.
The main other classes of Life business currently underwritten are:
SCOR Global Life's reinsurance services can also enable its clients to finance their development (e.g. product launching costs, portfolio acquisition). Thanks to its experience in prospective risk analysis, SCOR Global Life has the resources to combine risk acceptance and the management of financial variations in order to provide its clients with tailor-made, effective financing solutions over the medium or long term.
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 professional occupation or any occupation for which he is suited.
Long-Term Care (LTC) insurance covers policyholders unable to perform predefined activities of daily living, and as a result, needs the constant assistance of another person on every occasion of daily life. The loss of autonomy is permanent and irreversible. SCOR Global Life has been pioneering Long-Term Care reinsurance solutions on the French market for about twenty years and has acquired sound practical experience in dealing with problems related to underwriting and managing risks. The two main private LTC insurance markets are the United States, representing over six million insured lives and France which has established itself as the most dynamic market with over two million lives. In the French market SCOR Global Life enjoys a far leading position, while in the US, it recently launched and enhanced care rider. At the forefront of industry development, SCOR Global Life is now expanding its geographical scope in LTC by introducing it 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 Critical Illness in the UK. It leverages experience and expertise from the UK 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, and small volumes in markets such as France and Canada. The SCOR Global Life approach is selective, with a careful market entry strategy.
SCOR Global Life is present on the fixed annuity market in the US, as a reinsurer of IIC a member of the Group (IMSA certificate). The products provide 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.
Personal accident is a cover provided by SCOR Global Life. A main source of business is ReMark, a subsidiary of SCOR, which provides direct distribution solutions to insurers, financial institutions and affinity partners. ReMark designs and executes direct marketing programmes.
| In EUR million | 2010 | 2009 | 2008 | |||
|---|---|---|---|---|---|---|
| By business segment | ||||||
| SCOR Global P&C | 3,659 | 55% | 3,261 | 51% | 3,106 | 53% |
| SCOR Global Life | 3,035 | 45% | 3,118 | 49% | 2,701 | 47% |
| TOTAL | 6,694 | 100% | 6,379 | 100% | 5,807 | 100% |
| By business sub-segment | ||||||
| Non-Life (*) | ||||||
| Treaties | 1,864 | 51% | 1,724 | 53% | 1,612 | 52% |
| Business Solutions (facultative) | 483 | 13% | 405 | 12% | 408 | 13% |
| Specialty Treaties | 868 | 24% | 708 | 22% | 684 | 22% |
| Joint Ventures & Partnerships | 444 | 12% | 424 | 13% | 402 | 13% |
| TOTAL NON-LIFE | 3,659 | 100% | 3,261 | 100% | 3,106 | 100% |
| Life reinsurance | ||||||
| Life | 1,578 | 52% | 1,408 | 45% | 1,405 | 52% |
| Financing | 535 | 18% | 531 | 17% | 486 | 18% |
| Critical illness | 137 | 4% | 119 | 4% | 81 | 3% |
| Disability | 253 | 8% | 223 | 7% | 189 | 7% |
| Long-Term Care | 136 | 4% | 132 | 4% | 108 | 4% |
| Annuities | 47 | 2% | 414 | 13% | 108 | 4% |
| Health | 292 | 10% | 245 | 8% | 189 | 7% |
| Personal accident | 57 | 2% | 46 | 2% | 135 | 5% |
| TOTAL LIFE | 3,035 | 100% | 3,118 | 100% | 2,701 | 100% |
(*) According to the new organisation of the SCOR Global P&C division
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:
| Total | Life | Non-Life | |||||||
|---|---|---|---|---|---|---|---|---|---|
| In EUR million | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 |
| Europe | 3,572 | 3,551 | 3,510 | 1,660 | 1,656 | 1,667 | 1,912 | 1,895 | 1,843 |
| Americas | 1,823 | 1,760 | 1,366 | 913 | 1,063 | 742 | 910 | 697 | 624 |
| Asia-Pacific/Rest of | |||||||||
| World | 1,299 | 1,069 | 931 | 462 | 399 | 292 | 837 | 669 | 639 |
| TOTAL | 6,694 | 6,379 | 5,807 | 3,035 | 3,118 | 2,701 | 3,659 | 3,261 | 3,106 |
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" today. 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) programme."
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 reflects "the continuing resilience of SCOR's risk-adjusted capitalisation, 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 favourable 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 March 12, 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).
On 4 September 2009, A.M. Best raised SCOR SE's and its rated subsidiaries rating outlook from "stable" to "positive". According to A.M. Best the change in outlook reflects A.M. Best's expectation that SCOR will continue to demonstrate strong resilience to the impact of the financial crisis and global economic downturn, its sound enterprise risk management, and anticipated improvement in risk adjusted capitalisation supported by profitable growth in its main lines of business.
On 4 September 2009, Standard & Poor's raised SCOR's Enterprise Risk Management (ERM) from "adequate" to "strong". According to Standard & Poor's the ERM ratings upgrade reflects the Group's excellent risk management culture, excellent emerging risk management, strong strategic risk management and strong or at least adequate risk controls for the Group's major risks.
On 13 March 2009, Standard & Poor's upgraded SCOR SE's and its core guaranteed subsidiaries long-term credit and insurer financial strength ratings to "A" from "A-" with a stable outlook.
On 4 December 2008, Moody's Investors Service announced that it had upgraded the insurance financial strength rating (IFSR) of SCOR and various subsidiaries to A2 from A3, and SCOR's subordinated debt to Baa1 from Baa2. All ratings have a stable outlook.
On 14 November 2008, A.M. Best confirmed its "A- stable outlook" Insurer Financial Strength rating for SCOR. The senior debt rating for SCOR remained at "a-" and the subordinated debt rating at BBB+.
On 3 Septembre 2008, Standard & Poor's announced its change of statement to SCOR's Insurer Financial Strength rating to "A- positive outlook". Standard & Poor's senior debt rating for SCOR remained at "A-" and the subordinated debt rating at "BBB".
On 21 August 2008, the Group benefited from Fitch's decision to upgrade SCOR SE's ratings to "A" on Insurer Financial Strength (IFS) and to "A"on its Long Term Issuer Default Rating (IDRs). The rating on the Junior Subordinated Debt moved to "BBB+". The outlook for the IFS rating and the Long-term IDRs remained stable. Previously, the ratings were "A-", "A-" and "BBB" respectively.
Please refer to Section 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, 4.1.9 – A significant portion of our contracts contains provisions relating to financial strength which could have an adverse effect on its portfolio of contracts and its financial position, 4.1.10 - 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, 4.5 – Insurance of specific operational risks (excluding reinsurance activity).
Among the major reinsurance groups, SCOR pertains to the "traditional" or "continental" reinsurers as opposed to the socalled "Bermudan" model. The latter are characterised by the fact that they give priority to the underwriting of a type of risk and/or a geographic region – generally highly volatile natural catastrophe risks and to the American region. Conversely, SCOR is characterised by its strategic positioning aimed at underwriting risks so as to diversify exposure. To this end, the Group seeks to preserve:
(i) The diversification of its business by maintaining a balanced business segment split between Life and Non-Life reinsurance. The portfolio business volume split at the end of 2010 was approximately 45% for Life reinsurance and 55% for Non-Life reinsurance.
(ii) The geographic diversification of its business by operating in a large number of countries, both mature and emerging, and by maintaining its policy of positioning itself on strong-growth markets (opening of a Life representative office in Israel, obtaining a composite reinsurance licence in China, enabling it to add Life & Health reinsurance services to its existing non-Life activities, backing a new Lloyds syndicate, constituting a complementary route for SCOR by which to optimize the Group's access to business that is not currently being underwritten);
(iii) The diversification of underwritten risks (product lines): longevity, mortality, dependence, health and disability major illnesses in Life reinsurance; Property & Casualty (P&C) Treaties, Specialty treaties and facultative, large corporate Facultative risks and Joint Ventures and Partnerships in Non-Life reinsurance.
The SCOR as a whole is the world's 5th largest reinsurer as ranked by "S&P Global Reinsurance Highlights 2010" excluding the Lloyd's of London.
On 10 February 2010, SCOR announced the successful outcome of the P&C 1/1 renewals combining growth and an increase in expected profitability. SCOR reaped the benefits of its focus on technical profitability and its improved position in the reinsurance industry, with overall positive price changes, achieving further diversification and ensuring that its capital is optimally deployed. In a generally balanced market, it managed to pursue active portfolio management, cancelling and more than adequately replacing contracts not meeting the required profitability targets.
The highlights of 2010 January renewals were as follows:
On 28 April 2010, SCOR announced that thanks to its improved standing in the industry and its continued momentum SCOR Global P&C teams delivered strong April renewals growth (+14%), with an improvement in expected profitability in a market that remained fragmented by business segment and geographical area. In this stable to slightly easing overall market environment, the outcome of the April renewals which represented around 10% of the total annual volume of treaty premiums was very satisfactory.
On 22 July 2010, SCOR confirmed that it recorded excellent half-year Non-Life treaty renewals. P&C and Specialty treaty renewals at end of June resulted in premium growth of 19% at constant exchange rates, whilst fully respecting the technical underwriting profitability criteria. These renewals related to around 10% of the total annual volume of treaty premiums. They were evidence of SCOR Global P&C's strengthened competitive position, its repositioning in the USA, Australia and South Africa and improved conditions in certain regions (such as Latin America) and in certain business lines (such as Credit & Surety and Energy).
In 2010, SCOR Global Life was recognized by its clients amongst the Top 4 Best overall Life Reinsurers in Europe in the Flaspöhler survey, with a stunning upgrade in client perception since 2008. SCOR Global Life was voted in France, Italy, UK & Ireland, and Belux (Belgium and Luxembourg), ranked n°2 in Spain & Portugal. SCOR Global Life also benefited from a n°3 position in terms of Client orientation.
In Germany, SCOR Deutschland AG (former Converium Cologne) along with its existing life business portfolio was successfully merged into the German branch of SCOR Global Life SE.
In Asia, SCOR Global Life further reinforced its position and achieved significant premium growth in excess of 20% over the previous year. The Retakaful license which was obtained in 2009, achieved a 100% growth in 2010.
SCOR Global Life continues to gear itself for further expansion by strengthening its actuarial resources especially for both the Japanese and Indian markets. 2010 also saw the much welcome news of China Insurance Regulatory Commission (CIRC) granting the coveted composite reinsurance licence to SCOR SE enabling the Group to add Life & Health reinsurance services to its existing non-Life activities. With this new license, SCOR Global Life has very strong expectations from the China market.
SCOR Global Life SE has been granted on 21 December 2010, a license by the Mexican Ministry of Finance to set up a representative office in Mexico, under the name of SCOR Global Life SE Oficina de Representación en México. With the opening of the Mexican office, SCOR Global Life is gaining closer proximity with its clients in Mexico, which is the second largest Life Insurance market in Latin America.
SCOR Global Life US has completed the acquisition of XL Re Life America and completed the move of most of its operation from Plano, Texas to New York City. Underwriting and Claims will remain in Plano. SCOR Global Life US has extended its underwriting focus along the mortality gradient by supporting fully underwritten, simplified issue and guaranteed issue mortality business in order to expand its value proposition. In doing so, the Company has expanded its market penetration by adding new clients and expanded its market participation by gaining increased pool shares.
SCOR Global Life in Canada is attracting increased market attention and continues its steady growth with success in individual life, Group life & health, and has now become a new player in the critical illness market.
SCOR Global Life is one of the top 5 life reinsurers in Israel. With long-standing business relations in the Israeli Life insurance market, SCOR Global Life transformed its prior liaison office into a Life representative office in Tel Aviv for the Israeli Life and Health market.
In the Middle East, SCOR Global Life reinforced its excellent positioning in 2010 thanks to client relations developed over the long term and an efficient network. The region recorded double-digit growth rates for both Life and Health insurance products, along with solid profits. The outlook for growth remains very high in the upcoming years.
SCOR Global Life offers its clients full product and actuarial support, backed by advanced research centres. Its market development can build on our four Research and Development (R&D) Centres. Each R&D centre focuses on a unique aspect of global life risk assessment to ensure that we develop a detailed understanding of the underlying risk factors and remain on the cutting edge of insurance innovations and developments. SCOR Global Life clients trust in our R&D Centres' in-depth experience and expertise.
In 2010 SCOR Telemed has successfully initiated its services with several clients in Spain and is now positioned as a leading provider of tele-underwriting services on the Spanish market. SCOR Telemed also entered the Swedish market, where a local platform has been successfully set up. In 2011, SCOR Telemed will be deploying its services on the German market, where SCOR Global Life already initiated tele-interviewing services.
In Scandinavia, the Juvenile Guideline, launched by Sweden Re in Sweden and Norway confirmed its successful appropriation in the market with now no less than 10 clients using it.

7.1 PAGE 66
7.2 PAGE 68
List of issuer's significant subsidiaries
Brief description of the Group and of the position of the issuer
The main operational entities of the Group are presented in the chart below:


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. Mobilisation 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.
The Group's Non-Life reinsurance activities are coordinated by SCOR Global P&C SE. SCOR Global P&C SE carries out its operations via the European branches (Spain, Italy, Switzerland, United Kingdom, Germany) and its American and Asian subsidiaries (Singapore, Hong-Kong, Japan), each of them operating primarily in its regional or national market. The Group's Non-Life reinsurance subsidiaries, the shares of which are totally or partially held by SCOR SE, report to SCOR Global P&C SE for their operations.
The Group's Life, accident, disability, health, unemployment, and long-term care operations are conducted by SCOR Global Life SE (formerly SCOR VIE). SCOR Global Life SE carries out its operations through its branches in Germany, United Kingdom, Italy, Spain, Switzerland and Canada, and through SCOR Global Life U.S. Re Insurance Company in the U.S., SCOR Global Life Rückversicherung Schweiz in Switzerland and SCOR Global Life Reinsurance Ireland in Ireland.
The corporate functions of SCOR Global Life SE, SCOR Global P&C SE and of the Group in Paris and in Cologne 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 centralised 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 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. In December 2010, the Group submitted a request for a license for SCOR Alternative Investments SA, a portfolio management company, to the Commission de Surveillance du Secteur Financier (CSSF) in Luxemburg. The CCSF should respond by the second quarter 2011.
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 favourable 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 formalise the relationships between SCOR SE and its subsidiaries are presented in:
The Group launched and completed several major restructuring projects from 2005 to 2010. This reorganisation was made 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 15 investment real estate properties, for offices purposes in their great majority, in Paris and in the Ile-de-France region (suburbs adjacent to Paris) , with a market value of approximately EUR 447 million as at 31 December 2010.
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 specialising 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, now 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 16 February 2011, the Group announced the disposal of its US Fixed Annuity business through the sale of the entire share capital of Investors Insurance Corporation (IIC),a 100% subsidiary of SCOR Global Life SE, for USD 55 million to Athene Holding Ltd. The transaction is expected to close in the first half of 2011 following receipt of the applicable regulatory approvals. IIC is a Life insurer operating in the US and specializing in the sale of fixed annuities, principally equity-indexed annuities (EIA). With this sale, SCOR Global Life will completely exit the annuity business.
In 2008 and 2009, SCOR structured itself around six Hubs: Paris, Zurich, London and Cologne for Europe, Singapore for Asia and New York for the Americas.
The new structure is based on the principle that each Hub has local, regional and global responsibilities.
The Group's decision to opt for a "Hub" company structure follows the successful consolidation of Revios and Converium.
The acquisition of Converium in August 2007 led the Group's companies to launch a significant restructuring effort, the effects of which continued until 2010, including:
The "Hub" structure has been 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.
The current structure of the Group has been developed to facilitate access to local markets through a network of local subsidiaries, branches, and sales offices, to provide better identification of profit centres in each major reinsurance market, and to develop local management and underwriting expertise, in order to provide better customer service, maintain relationships with ceding companies, and to obtain a deeper understanding of the specific features of local risks.

8.1 PAGE 72 Major existing or planned properties, plant and equipment
8.2 PAGE 72 Environmental issues that may affect the utilisation of properties, plants and equipment
SCOR is lessee of its head office which is located at 1, avenue Général de Gaulle, 92074 Paris La Défense (district of Puteaux – 92800). The SCOR building, of more than 30,000 m2 of office space, is held by Compagnie La Lucette since 2006. Neither the sale of the building from KanAm to Compagnie La Lucette in 2006, nor the recent acquisition of Compagnie La Lucette by Icade, a French REIT, resulted in any change in the terms of the lease that had been signed by SCOR and KanAm when the property was sold to KanAm in 2003. This lease was signed for a nine-year term and for an annual rent reduced in 2010 to EUR 12.9 million as a result of the recent ICC index variation. Under this lease and in addition to the usual guarantees, KanAm requested financial guarantees based on the financial rating of SCOR and the term of the lease, the benefit of which was transferred to Compagnie La Lucette. For more information on these guarantees, refer to Appendix A – Unconsolidated corporate financial statements of SCOR SE, Note 15 - Analysis of commitments given and received. The Group leases space separate from its head office for the purpose of safeguarding its data storage facilities in case of emergency.
The Group owns offices in Milan (Italy), Singapore, and now in Madrid (Spain), where its local entities and subsidiaries have their corporate offices, and the remainder of the space is leased to third parties as part of its investment management business. The Group leases office space for its other business locations. SCOR believes that the Group's offices are adequate for its current needs and following the integration of Revios and Converium, has combined under one roof its various local entities in each of the countries in which the Group operates. In 2009, SCOR committed to acquire a 6,000 m²-building which will be the Cologne Hub head office at the end of 2011.
In 2010, SCOR committed to purchase a company, subject to certain conditions, whose primary asset is an office building in Paris; a portion of which will be used by SCOR and the remainder will be leased.
SCOR also holds property investments as part of its asset management related to its reinsurance operations. For more information on the Group's real estate investments, refer to Appendix A – Unconsolidated corporate financial statements of SCOR SE Note 2.1 - Changes in investments and Note 2.2 - Schedule of investments, 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 C Environmental impacts.

9.1 PAGE 75
Financial position 9.2 PAGE 75
Operating results
The financial data of the SCOR Group is presented in Section 3 – Selected financial data and in Section 20.1 – Historical financial information: consolidated financial statements. The commentary below is based on the financial data presented in the aforementioned sections.
Refer also to Section 20.1.6 – Notes to the consolidated financial statements, Note 1 – Accounting principles and methods and Note 26 – Insurance and financial risks.
The 2010 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 of reinsurance liabilities to economic activity risks and no material off balance sheet exposure. For the January 2011 renewals, SCOR was well-positioned to benefit from its improved industry position to combine strong premium growth and stable price changes in an overall declining reinsurance market context, which is increasingly fragmented (Refer to Section 12 – Trend information).
SCOR's shareholders' equity increased by 16.1% before the impact of dividends. After dividend payments, shareholders' equity increased from EUR 3,901 million at 31 December 2009 to EUR 4,352 million at 31 December 2010 (consolidated shareholders' equity was EUR 3,416 million at 31 December 2008).
SCOR maintained its conservative asset management policy whilst executing a prudent inflection programme 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, 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 in the short term.
The Group's short term liquidity position, which is well diversified across a limited number of banks and placed primarily in government securities and short-term investments with maturity less than 12 months, stands at EUR 1.3 billion at the end of 2010 down from EUR 1.7 billion at the end of 2009 (EUR 3.7 billion at 31 December 2008).
Positive operating cash flow amounted to EUR 656 million in 2010, compared to EUR 851 million in 2009 (and EUR 779 million in 2008) with strong contributions from both Life and P&C operations. The reduction in 2010 cash flow was premarily due to the planned and deliberate reduction in US equity index annuities.
Net invested assets including cash and cash equivalents, amounted to EUR 20.9 billion at 31 December 2010 as compared to EUR 20.0 billion and EUR 18.8 billion at 31 December 2009 and 2008, respectively.
The Group has a leverage position, defined as debt /(debt + equity) of 9.9% at 31 December 2010, as compared to 14.6% at 31 December 2009 and 18.7% at 31 December 2008. Book value per share stands at EUR 23.96 at 31 December 2010 as compared to EUR 21.80 and EUR 19.01 at 31 December 2009 and 2008, respectively.
This section 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 2010 amounted to EUR 6,694 million, an increase of 4.9% at current exchange rates as compared to EUR 6,379 million for the same period in 2009. The overall increase in gross written premium of EUR 315 million in 2010 is to due an increase for SCOR Global P&C of EUR 398 million and a decrease of EUR 83 million for SCOR Global Life, driven by the deliberate reduction in the US Equity Index Annuity Business (EIA), of which only EUR 32 million were written in 2010, compared to EUR 386 million in 2009.
Gross written premium in 2009 was EUR 6,379 million as compared to EUR 5,807 in 2008. The overall increase in gross written premium of EUR 572 million in 2009, compared to 2008, is due to an increase for SCOR Global P&C of EUR 156 million and EUR 416 million for SCOR Global Life.
Net earned premium for the year ended 31 December 2010 amounted to EUR 6,042 million as compared to EUR 5,763 million and EUR 5,281 million for the years ended 31 December 2009 and 2008, respectively. The overall increase in net earned premium of EUR 279 million from 2009 to 2010 is consistent with the increase in written premiums.
Investment income for the year ended 31 December 2010 amounted to EUR 690 million as compared to EUR 503 million and EUR 467 million for the years ended 31 December 2009 and 2008, respectively.
The Group had average investments of EUR 20.3 billion in 2010 as compared to EUR 19.4 billion in 2009. The investment yield in 2010 on average assets was 3.2% compared to 2.5% in 2009. The return on net invested assets excluding funds withheld by ceding companies was 3.8% and 2.7% in 2010 and 2009, respectively.
Gross benefits and claims paid were EUR 4,782 million, EUR 4,674 million and EUR 4,101 million in 2010, 2009 and 2008, respectively.
The net results of the Group's retrocession programmes were EUR (160) million, EUR (136) million and EUR (140) million in 2010, 2009 and 2008, respectively.
However, the impact of alternative retrocession coverage, Atlas V, Atlas VI (SCOR Global P&C) and the mortality swaps (SCOR Global Life) are not included in the net cost of retrocession as the products are accounted for as derivatives. The total cost recorded in 2010 relating to Atlas V and Atlas VI amounted to EUR 28.0 million, excluding one time issuance costs totalling EUR 1 million included as financing expenses. The 2010 cost relating to the mortality swaps and included in investment income amounted to EUR 6 million. In 2009, this cost amounted 5.5 million.
The Group cost ratio, calculated as the total of all management expenses less certain non standard expenses (e.g. bad debts), legal settlements, brokerage commissions and amortisations, divided by gross written premium, slightly increased from 5.5% at 31 December 2009 to 5.6% for the year ended 31 December 2010. The total expense base for the years ended 31 December 2010 and 31 December 2009 respectively was EUR 404 million and EUR 389 million.
Operating income for the year ended 31 December 2010 amounted to EUR 490 million as compared to EUR 372 million in 2009. 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. In 2008, the operating income amounted EUR 348 million.
SCOR generated net income of EUR 418 million in 2010, compared to EUR 370 million and EUR 315 million for the years ended 31 December 2009 and 2008, despite the heavy burden of high natural catastrophes, especially during the first quarter of 2010. The results benefited from a positive operating performance of SCOR Global P&C and SCOR Global Life as well as from a prudent asset management policy which safeguarded shareholders' interests during the crisis whilst delivering solid returns. The Group benefited in 2010 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 the last set of deferred tax assets of the Non-Life entities in the USA. In 2009, the successful turnaround of SCOR Global P&C's US operations lead to the reactivation of EUR 100 million in deferred tax assets.
Return on equity was 10.2%, 10.2% and 9.0% for the years ended 31 December 2010, 2009 and 2008 respectively. Basic earnings per share were EUR 2.32, EUR 2.06 and EUR 1.76 for the years ended 31 December 2010, 2009 and 2008.
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 capitalises on a long-standing franchise, experience, and an extensive data base comprising multi-line expertise.
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.
SCOR Global P&C achieved successful 2009 renewals, continuing its focus on profitability, portfolio management and growth, in line with objectives which were successfully achieved throughout the year and across all targeted segments.
In 2009, the P&C Division successfully completed the integration of the Ex-Converium operations by transferring the reserves portfolio between entities in order to align the overall management of the activity with the current location of the underwriting.
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.
The 2009 gross written premium of EUR 3,261 million represents an increase of 5% compared with the 2008 published gross written premium of EUR 3,106 million. The increase in premium was primarily driven by strong January and April renewals coupled with overall increases in prices, which demonstrates SCOR's ability to benefit from improving reinsurance market conditions.
SCOR Global P&C achieved a net combined ratio of 98.9% in 2010 and 98.8% in 2009. The net combined ratio excludes non-recurring costs and certain expenses related to Lloyd's investments. In 2010, the net combined ratio excluded a total pre-tax amount of EUR 27 million , net of expected recoveries, comprising non-recurring class-action costs and certain expenses related to Lloyd's investments. The net combined ratio in 2009 was 98.8%, and excluded a total pre-tax amount of EUR 19 million net of expected recoveries, comprising non-recurring costs of the Highfields settlement, related legal expenses and certain expenses related to Lloyds investments. The 2009 net combined ratio would have been 96.8% excluding 2 points from the one-off WTC arbitration outcome of EUR 39 million after tax. The deterioration of the net combined ratio is fully attributable to the exceptional impact of natural catastrophes particularly during the first quarter 2010. In 2010, these natural catastrophes had a 9.6% impact on the net combined ratio as of 31 December 2010 versus 5.1% for 2009.
The following table highlights losses due to catastrophes for the years 2010, 2009, and 2008:
| At 31 December | |||
|---|---|---|---|
| 2010 | 2009 | 2008 | |
| Number of catastrophes occurred during the financial year (1) | 17 (7) | 11(6) | 10 (3) |
| In EUR million | |||
| Losses and claim management expenses due to catastrophes, gross | 346 | 153 | 214 |
| Losses due to catastrophes, net of retrocession (5) | 317 | 153 | 189 |
| Group net loss ratio (4) | 71.2% | 68.0% (2) | 70.5% |
| Group ratio of losses excluding catastrophes | 61.6% | 62.9%(2) | 63.9% |
(1) SCOR defines a catastrophe as an event involving several risks and causing pre-tax losses, net of retrocession, totalling EUR 3 million or more.
(2) Excluding exceptional impact of the arbitration results with Allianz relating to the World Trade Center
(3) Storm Emma, China Snowstorm, Australian Floods, China Earthquake, Maiunwetter Storm Germany, Indiana and Iowa Floods, Hurricanes Ike and Gustav, and Hail Storm Spain.
(4) Loss ratios are calculated on the basis of Non-Life claims, expressed as a percentage of Non-Life premiums earned.
(5) Net of recoveries and reinstatement premiums (assumed and retrocession) and immaterial development on prior year (6) Wind storm Klaus, earthquake in Costa Rica, forest fire in Australia, earthquake in Aquila, Italy, hailstorm Felix, Eastern European floods,
earthquake in South Africa, hail storm in Austria and Switzerland, typhoon Morakot in Taiwan, floods in Turkey and earthquake in Japan (7) Earthquakes in Chili, Haïti and New Zealand, floods in Saudi Arabia, Eastern Europe, China, Paksitan, Poland, Germany and Australia,
storm Xynthia, Typhoon Kompasu, Melbourne hailstorm in Australia, East cost USA, Catalonia (Spain) and Scandinavian snow storms, rainfalls in Denmark, storm in Brazil.
In 2010, SCOR was affected by the following catastrophes which resulted in estimated losses greater than EUR 10 million as at 31 December 2010:
In 2009, SCOR was affected by the following catastrophes which resulted in estimated losses greater than EUR 10 million:
In 2008, SCOR recorded five losses with an estimated impact greater than EUR 10 million. The largest losses were caused by hurricane Ike, hitting the South East United States in September 2008 (EUR 83 million), heavy snowstorms affecting China during February 2008 (EUR 25 million), Australian floods occurring in January and February 2008 (EUR 29 million), the Maiunwetter Storm occurring in Germany in May 2008 (EUR 14 million) and the Indiana floods occurring in the United States in June 2008 (EUR 13 million). In addition, other significant non catastrophe losses were incurred during 2008: the Eurotunnel fire (EUR 28 million net of retrocession) and the Apache incident (EUR 14 million). As at 31 December 2010, there have been no further material developments in these losses.
SCOR Global Life offers a broad range of reinsurance facilities for individual and Group life insurance, financial reinsurance, annuities and savings, health, disability, critical illness, long term care and personal accident.
In 2010, SCOR Global Life kept on growing profitably in a competitive life reinsurance market. It succeeded in further strengthening its long-term business relationships with existing clients, gained new business partners, and additionally improved its proposition in the mortality-protection field by reinforcing its position in the USA after the acquisition of XL Re Life America. Operations in our core markets have again been overall successful. In Europe, SCOR Global Life has maintained its strong market position. In Asia, and in the Middle East, SCOR Global Life has maintained its outstanding performance. These non-European markets accounted for a large proportion of the growth in 2010.
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.
Substantial increase in premium income was achieved in Europe, Middle East, and Asia, as well as in the U.S. life business with new significant contracts. Overall, SCOR Global Life's gross written premiums in 2010 reduced by 2.7% to EUR 3,035 million compared to EUR 3,118 million in 2009 (EUR 2,701 million in 2008). The main driver of this decrease was the planned reduction of premiums generated by equity indexed annuity business in the US. The premium income from EIA was reduced by EUR 354 million from EUR 386 million in 2009 to EUR 32 million in 2010.
This premium reduction was largely compensated by the positive development in other regions. Excluding the impact of the EIA business, the overall gross written premium would have increased by 9.9%.
Life operating margin in 2010 was 7.0% compared to 5.8% in 2009. Excluding Equity Indexed Annuities, Life operating margin would have been 7.5% in 2010 and 6.9% in 2009. In 2010, technical components of the operating margin remained strong and improved from 4.6% to 5.5%. Enhanced by positive effects in the investment income, life investment margin reached 6.7% compared to 5.3% in 2009, while the expense margin deteriorated slightly to 5.2% (4.1% in 2009).
SCOR succeeded in the renewal of its retrocession programmes in 2010. On 9 December 2010, SCOR successfully placed a new catastrophe bond ("Cat bond"), Atlas VI Capital Limited Series 2010-1, which will provide 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 provided similar geographical cover of EUR 160 million.
In 2009, the Group successfully renewed its retrocession programmes. Furthermore, SCOR reopened the market for catastrophe bonds, setting new innovative standard with its USD 200 million Cat cover closed early February 2009. Overall, the purchase of collateralised solutions (Atlas IV, V, VI and the Mortality Swap), improves the credit exposure of the Group vis à vis its retrocessionnaires.
In 2008, the Group renewed its retrocession programme post acquisition of Converium in line with the strategy determined in 2007. The increased needs and potentially volatile retrocession market lead to continued diversification strategy as evidenced by the Atlas III and IV structures and the mortality swap. The 2009 retrocession coverage was implemented at cost which was below initial budgeted amounts.
9.2.5 STRATEGY OR FACTORS OF GOVERNMENTAL, ECONOMIC, FISCAL, MONETARY OR POLITICAL CHARACTER WHICH HAVE HAD OR COULD HAVE A MATERIAL IMPACT ON THE OPERATIONS OF THE SCOR GROUP
Refer to Section 4.4.1 – SCOR is exposed to risks related to legislative and regulatory changes and political, legislative, regulatory or professional initiatives concerning the insurance and reinsurance sector, which could have adverse consequences for its business and its sector.
Also refer to section 5.1.4.2 – Legal and applicable legislation.
| 10.1 | PAGE 82 |
|---|---|
| Capital | |
| 10.2 | PAGE 82 |
| Cash flow | |
| 10.3 | PAGE 82 |
| Borrowing conditions and financing structure | |
| 10.4 | PAGE 82 |
| Restrictions on the use of capital |
10.5 PAGE 83 Sources of financing relating to the future investments by the Company and to its property, plant and equipment
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.
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 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 and Section 22 – Material contracts for information on the major standby letter of credit facilities of the Group.
As at 31 December 2010, the Group's financial leverage was 9.9% as compared to 14.6% at 31 December 2009. This ratio is calculated as the percentage of debt securities issued and subordinated debt to total shareholders' equity. The improvement in 2010 is due to the conversion and repayment of a EUR 0.2 billion of a convertible debt ( OCEANE) that came to maturity on 1 January 2010, 8% of the debt (OCEANE) has been converted and 92% repaid on the due date.
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 that occurred during the year.
The total liquidity of the Group of EUR 1.3 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 remain very liquid.
For information on regulatory restrictions on the use of capital, refer to Section 5.1.4.2. – Legal form and applicable legislation.
On 1 April 2010, the Swiss Financial Market Supervisory Authority ("FINMA") revoked its decree of 26 June 2007, which it issued in conjunction with the take-over of Converium by SCOR, under the condition that all intra-group transactions or any transaction affecting the capital resources of SCOR Switzerland AG (formerly Converium AG) and exceeding a certain threshold be submitted to FINMA for prior approval. This reporting requirement will remain in force until 8 August 2012.
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 collateralisation.
SCOR SE committed to purchase a property Company, whose only asset is an office building in Paris, as described in Section 20.1.6.5. The purchase will be financed through SCOR's own funds.
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.
11.1 PAGE 86
Research and development activities
11.2 PAGE 87
Information technologies
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 Centres which are:
The R&D Centres are part of SCOR Global Life's range of services: analyses and risk projections produced by the Centres 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 Centres 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 modelling.
The R&D Centres report to the Chief Pricing Actuary of SCOR Global Life and 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. Therefore, SCOR supports the research through:
SCOR is also a member of two conventions with the following partners:
SCOR organizes Actuarial Awards in many European countries: Germany, France, Italy, the United Kingdom and Switzerland. 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.), although contributions may originate from any science field, without restriction.
SCOR was the first reinsurer to implement a uniform international information system. This policy has more than ever been reaffirmed when decided, after our two last acquisitions, to launch a comprehensive integration programme over two years, for the reinsurance back-office applications in 2008, and for the front-office ones in 2009. The objective was a rapid return to a single global system. Besides reinsurance, the local to group financial reporting and consolidation is entirely done in SAP BFC as from 2008, and the accounting harmonisation in SAP has been launched in 2009 as one of our main projects. This systems integration implies the parallel adoption by all business teams of common rules for administration, accounting and result analysis in reinsurance. A training and change management programme has been conducted for this purpose.
SCOR's central back-office system is a custom software package known as Omega. Omega was designed to allow the tracking of clients and policyholders within the Group, grant online underwritting authorisations throughout the world, track claims, analyse the technical profitability of contracts, and perform quarterly closings based on the latest estimated results. The Omega database has reflected the new organisation of SCOR Global P&C and SCOR Global Life worldwide portfolios. After an extensive study, SCOR has decided to update and improve Omega, thereby capitalizing on its existing strength. The project which will mix technical modernization and development of functional evolutions has now entered a preparation phase to confirm global architecture, exact functional scope, ergonomy and workflow, along with governance.
The focus in 2010 has again been on strengthening the 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, and the objective will be reinforced over the next two years. The monitoring system is modernising and expanding in order to strengthen visibility on the development of product lines and markets. Accounting forecasts are developed from underwriting plans and comparative analysis is produced in standard reports. All the components of this planning system, expenses, Non Life, Life planning and corporate planning, have been integrated in the market software solution SAP BPC. New reserving and financial modelling tools are implemented. Non-Life pricing is closely managed using xAct, the new in-house standard pricing tool, based on standardised models, profitability analysis and full traceability of proportional and non-proportional business, on a global basis. A first version of xAct has been implemented to manage 2011 renewals in priority markets, before covering the full portfolio next year and replacing the prior solutions. Control of exposure to natural catastrophes has also been improved by implementing a data warehouse of all liabilities and accumulations, after modelling with market solutions RMS, AIR and EQECAT. In the Life business, the embedded value calculation has been revised and integrated with the internal model. Life pricing harmonization is another main priority, and a project has just been launched this year. Other front-office solutions have been developed for SCOR Global Life, for harmonising and reinforcing substandard risks underwriting, and tele-underwriting. Finally, the SCOR Group continues to work on extending and industrialising its Asset and Liability Management (ALM) tool. After the implementation of Non Life last year, the Life risks modelling module has been developed in 2010. This internal model will be central in the Solvency II compliance process, in which IT is deeply involved. In parallel with the internal model CoCPIT system development and enhancement, IT initiated in 2010 the design and description of a global master data model for reinsurance, and will pursue a thorough data quality control and integration of the economic balance sheet calculation in 2011. The importance that SCOR places on risk control and on strategic planning has clearly been confirmed.
During the last two years, SCOR has also launched a number of projects for asset management, with the implementation of the market software package SimCorp Dimension. After being implemented in the Paris Hub, for both IFRS and French GAAP, the solution was rolled out worldwide in 2010. All investments portfolios of the Group will be centralised in SimCorp Dimension. This same Dimension solution has largely been deployed for front and middle office investment functions. Scor Global Investments uses "RiskMetrics" as a monitoring and risk control tool for its entire securities portfolio.
The Group is promoting a paperless environment. Internally, global document-sharing procedures have been set up for the Non Life activity, before planned extension to Life. With its clients, the Group is able to automatically process reinsurance accounts and claims received electronically in the standard formats edited by ACORD, the Association created for the development of e-processing in Insurance and Reinsurance, without having to re-input them. SCOR is also co-chairing the Rüschlikon Initiative, launched with the major Brokers and Reinsurers to develop e-administration in Reinsurance.
The SCOR technical environment is based on a new international secured network. Corporate technical standards have been implemented in all locations, both on PCs and servers. In 2010, all PCs have been replaced by standard models worldwide, running state-of-the-art operating system, messaging and office software.
The Group has also implemented an ambitious security plan based on stronger physical and logic access controls, protection against unauthorised access, and restart in the event of a disaster or a pandemic.
SCOR IT is playing a key role in implementing the "Green SCOR" policy decided by the Group, and drives a number of actions in the frame of a multi-year plan, which includes especially data centre consolidation, server virtualisation, new low-energy desktops and laptops, and reduction in printing. In 2010, latest generation telepresence facilities have been deployed in all Hubs, leading to reduced travel.
Mobility has again been improved in line with the new standard PC deployment. It is still being enhanced through ongoing developments in line with changing business needs demanding a more permanent connection with the company, and compliance with security standards.
A global information systems governance is progressively defined. The governance approach covers budget preparation, project portfolio management, technical standards, first elements of the IT internal control and other areas. In 2010, change management processing rules have been defined.
Information-sharing remains a priority. The portal, collaborative sites, and the use of the external information collected by SCORWatch, the Group's Competitive Intelligence solution, have been extended to the entire Group.
Finally, SCOR's IT strategy for 2013, aligned with the Group's growth objectives, has been defined as a full part of the Strong Momentum SCOR strategy.
Additionally SCOR uses its expertise to develop expert IT solutions for its clients (including the field of medical selection). Different solutions are already in place and widely used by ceding companies. Other initiatives are engaged in this field in order to reinforce the alignment of our services with market expectations.

| 12.1 | PAGE 91 |
|---|---|
| Most significant trends in production, sales, inventory, costs, and selling prices since the end of the last financial year |
|
| 12.2 | PAGE 93 |
Known trends, uncertainties, demands, commitments and events reasonably likely to have a material effect on the issuer's prospects
On the 10 February 2011, SCOR announced that the January 2011 Non-Life renewals confirm 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.
Thus, the renewals at 1 January 2011 experienced 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 addition, the average weighted rates were stable in an environment of slight rate decreases, with a few upward and downward exceptions such as Energy and US Cat driven by loss experience. In the meanwhile, the terms and conditions remainedunchanged. Finally, the Group benefited from a significant increase in written premiums, demonstrating the Group's momentum on the reinsurance markets as well as the strength of its franchise.
The key characteristics of these SCOR Non-Life renewals at 1 January 2011 are as follows (all figures below are at constant exchange rates):
The total volume of premiums renewed at 1 January 2011 increased by 15% to EUR 1,533 million, against EUR 1,335 million up for renewal (69% of Treaty P&C annual volume). Besides the two above-mentioned deals, SCOR continues to actively execute its portfolio management strategy by further expanding Non-proportional business and improving geographic diversification towards Asia and the Americas.
Approximately 7% (EUR 92 million) of Treaty P&C premiums up for renewal were cancelled, with a further 12% restructured, demonstrating our active policy of portfolio management.
SCOR Global P&C has compensated for this with new business acquired from existing and new clients (EUR 149 million and EUR 73 million respectively) and with increased shares on renewed business (EUR 27 million).
The stable price impact combined to an underlying volume growth mainly related to emerging markets, has resulted in an increase in premium volume of EUR 70 million.
In terms of business mix, the significant growth in Motor takes advantage of primary insurance re-pricing in some markets (e.g. UK). In overall stable price environment, 6% growth is recorded in Property Proportional by deepening and re-activating existing relationships in emerging markets, such as China and South Africa, but also in Eastern and Southern Europe and in the US.
In a very fragmented Property Cat market, new opportunities in countries benefiting from favourable pricing trends such as Eastern Europe, Germany has resulted in 13% growth of Property Cat premiums.
In Motor Non-proportional, a very contrasted situation between markets has led to a differentiated approach such as reduced premiums in France while increasing in Canada or in USA with regional cedants and 6% growth.
In terms of geographies, 10% growth is recorded in Europe Middle East and Africa through first the new motor quotashare deal in UK and successes in acquiring new selected clients or businesses in Germany and Austria. In Americas, the premium volume has increased by 19%. This meaningful growth is concentrated in the US and leverages the recent rating agency upgrades and the launch of the Strong Momentum New Initiatives. A very strong growth (+66%) is recorded in Asia, mainly driven by the acquisition of a large new quota-share in China.
SCOR's franchise is once again fully affirmed and Specialty Treaty business has kept on growing, with premiums up by 9% to EUR 523 million from EUR 479 million up for renewal (61% of annual volume). SCOR's teams compensate for 6% or EUR 31 million of business cancelled, by writing EUR 15 million of additional business with existing clients and EUR 15 million with new clients. New shares on existing programmes increase premium volume by EUR 37 million.
In term of business mix, the most significant progress was recorded in Marine & Energy (+22%), Credit & Surety (+18%)and Engineering (+14%), through share increases and new opportunities. In Marine & Energy, Pure Energy programs and programs containing Energy benefit from 2010 loss impact on rates.
In Credit & Surety, the continued growth is driven by share increases and growing ceded business. Despite faster than expected softening conditions, the Credit & Surety portfolio still shows profitability potential. In Agriculture, the preliminary renewal experience indicates a 22% premium volume decrease, with terms and conditions under pressure following a profitable 2010, reductions being expected in US further to the discontinuation of proportional business due to change in reinsurance agreement and in China due to pricing.
In a competitive large corporate segment facing price reductions driven by over-capacity, following a year of very low claims activity, Business Solutions maintains the volume of its business (EUR 179 million for both 2011 and 2010).
Unlike the Non-Life reinsurance market, the Life reinsurance market is not a sector characterised by annual renewals, except for a few markets like Spain and business such as Health and Group contracts. Expansion and contraction take place gradually and volatility is weak.
The financial crisis that began in 2008, which led to recession for developed economies, affected the Life insurance markets in 2009 and continued to weigh on business in 2010, presenting a number of different challenges to Life reinsurance players such as SCOR.
In a context of serious global economic slowdown, with several major economies still in recession, some types of cover could suffer, for example Unemployment cover and, to a certain extent, Health cover. The rise of unemployment, business failures and falling consumer confidence are in fact all determining factors in the increase of disability claims.
The vast majority of our 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, our Life portfolio is largely immunised against the undesirable effects of economic slowdown. In addition to this, SCOR's prudent investment policy has considerably reduced its exposure to the problems of the financial markets.
The economic recession and the crisis in the real estate industry in most developed economies have weighed negatively on mortgage Life insurance, particularly affecting the British, Spanish and, to a lesser extent, American markets.
Conversely, faced with the moribund economic situation, the demand for income protection has risen.
On its European markets, SCOR has maintained its positions thanks to its range of services and its strong presence and commercial activity.
In France, savings inflows in 2010 were up compared to 2009, and loan repayment insurance held out well against the crisis.
The main field of expansion in the German primary insurance market 2010 was again the single premium business, a significant part of that in deferred annuities.
In the United Kingdom, the savings and mortgage market declined very sharply. However the loss of mortgage related protection sales was countered by increased sales to cover family and business protection needs. The depth of the recession in Ireland has been very significant and consequently protection sales are some 25% below the pre-recession peak
The Asian markets, carried by growing economies, continued to display vigorous development in the principal health and loans segments. Moreover, the development of Critical Illness insurance indicates a good outlook.
Growth in the Middle Eastern markets was carried by Health insurance and reinsurance. Life premium income has been stable in 2010 compared to 2009.
SCOR is watching the opportunities in the current market environment. Due to significant decreases in their investment portfolios, insurers have seen a non-negligible deterioration in their solvency ratios. Faced with the financial markets, reinsurance offers an attractive alternative to capital raising, which has led to an increased demand for financial reinsurance solutions.
12.2 Known trends, uncertainties, demands, commitments and events reasonably likely to have a material effect on the issuer's prospects
Not applicable.
Not applicable.

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14.1 PAGE 98 Information on the members of the Board of Directors and Senior Management
14.2 PAGE 120
Administrative, management, and supervisory bodies and Senior Management conflicts of interest
According to the bylaws, there shall be no fewer than 9 and no more than 18 Board members. Their maximum term in office shall be 6 years. However, SCOR having decided to adopt the Corporate governance code of listed corporations of the AFEP-MEDEF of April 2010, the duties of the Directors are in fact limited to 4 years. Directors may not hold office after the age of 77. If a Director in office should exceed this age, his term will continue until the period established by the Shareholders' Meeting. The General Shareholders' Meeting may, in compliance with the provisions of the bylaws, appoint one to four Non-Voting Directors (Censeurs) to the Company. Non-Voting Directors serve for renewable twoyear terms. If there are fewer than four non-voting Directors, the Board of Directors may appoint one or more non-voting Directors. The Directors and the Non-Voting Directors are proposed by the Board of Directors and appointed by the Ordinary General Shareholder's Meeting. When Directors and Non-Voting Directors are co-opted by the Board of Directors, their appointment is submitted for ratification to the next Ordinary General Shareholder's Meeting. The age limit for performing the functions of a Non-Voting Director is set at 77 years old. Non-Voting Directors are convened to meetings of the Board of Directors and participate in discussions in an advisory capacity only.
The Board of Directors of the Company had the following 16 members as of the date of this Registration Document:
The average age of the members of the Board is 64 years.
The table below shows the positions held by the Directors as of the date of this Registration Document.
| Other offices and positions held in any company in France and abroad as at the date of the Registration Document |
Offices held during the last five years: |
|
|---|---|---|
| Denis KESSLER (1) Chairman and Chief Executive Officer |
Main Office and position held: Chairman and Chief Executive Officer of SCOR SE |
Offices and positions held in the Group |
| Birth Date: 25 March 1952 |
(France)* Offices and positions held in the Group: |
Chairman of the Board: - Commercial Risk Partners Limited (Bermudes) |
| Professional Address: SCOR SE 1, avenue du Général de Gaulle 92800 Puteaux |
Chairman of the Board: - SCOR Global P&C SE (France) - SCOR Global Life SE (France) - SCOR Global Life U.S. Re Insurance Company (U.S.) - SCOR Reinsurance Company (U.S.) - SCOR U.S. Corporation (U.S.) - SCOR Holding (Switzerland) AG (Switzerland) - SCOR Global Life Re Insurance company of Texas (U.S.) - SCOR Global Life Rückversicherung Schweiz AG (Switzerland) - SCOR Switzerland AG (Switzerland) - SCOR Global Life Reinsurance Company of America (U.S.) Chairman of the Supervisory Board: |
- Commercial Risk Re Insurance Company (U.S.) - Commercial Risk Reinsurance Company Limited (U.S.) - SCOR Italia Riassicuriazioni S.p.A (Italie) Member of the Supervisory Board:- SCOR Deutschland (Germany) - SCOR Global Life Rückversicherung AG (Germany) Permanent Representative: - FERGASCOR in S.A. |
| - SCOR Global Investments SE (France) Director: - SCOR SE (France) - SCOR Global P&C SE (France) - SCOR Global Life SE (France) - SCOR Global Life U.S. Re Insurance Company (U.S.) - SCOR Reinsurance Company (U.S.) - SCOR U.S. Corporation (U.S.) - SCOR Holding (Switzerland) AG (Switzerland) - SCOR Global Life Re Insurance company of Texas (U.S.) - SCOR Canada Reinsurance Company (Canada) - SCOR Global Life Rückversicherung Schweiz AG (Switzerland) - SCOR Switzerland AG (Switzerland) - SCOR Global Life Reinsurance Company of America (U.S.) |
Communication et Participation Other offices and positions Director: - Dexia SA* (Belgium) Member of the Supervisory Board: - COGEDIM SAS (France) Non-Voting Director: - Financière Acofi SA (France) - Gimar Finance & Cie S.C.A. (France) |
|
| Member of the Supervisory Board: - SCOR Global Investments SE (France) |
||
| Other offices and positions | ||
| (1) Member of the Strategic Committee. (2) Member of the Risk Committee |
Director: - BNP Paribas S.A. (France) - Bolloré (France) - Dassault Aviation (France) - Invesco Ltd (U.S.) - Fonds Stratégique d'Investissement (France) Member of the Supervisory Board : - Yam Invest N.V. (The Netherlands) |
|
| (3) Member of the Accounts and Audit Committee (4) Member of the Compensation and Nominating Committee (*) Companies which shares are listed on a regulated or organised market |
Carlo ACUTIS (1) Director
Birth Date: 17 October 1938
VITTORIA ASSICURAZIONI S.p.A. Via Don Minzoni, 14 I - 10121 Torino Italy
Principal position:
Vice-Chairman of Vittoria Assicurazioni S.p.A. (Italy)*
Director: - SCOR VIE
Board: - COGEDIM S.A
Committee: - of the Comité Européen des Assurances (CEA) (Belgium)
(1) Member of the Strategic Committee.
(2) Member of the Risk Committee
MACIF 17/21 place Etienne Pernet 75015 Paris
Non-Voting Director: - OFI Trésor (SICAV)
Offices held during
Supervisory Board: - OFIVALMO Gestion
of MACIF: - on the Board of Directors of Domicours - on the Supervisory Board of Capa Conseil SAS
Caisse Centrale de Réassurance
(1) Member of the Strategic Committee.
(3) Member of the Accounts and Audit Committee
Compass Advisers LLP 825 3rd Avenue, 32nd Floor New York, NY 10022 United States of America
Abroad
Chairman: - American Friends of the Claude Pompidou
Foundation (U.S.) - French American Foundation (U.S.)
SCOR U.S. Corporation;
General Security Indemnity Company (U.S.)
(1) Member of the Strategic Committee.
(2) Member of the Risk Committee
(3) Member of the Accounts and Audit Committee
(4) Member of the Compensation and Nominating Committee
Peter ECKERT (1) (2) Director
Birth Date : 14 February 1945
Clariden Leu AG Bahnhofstrasse 32 8070 Zurich Suisse
Chairman of the Board of Directors of Banque Clariden Leu AG (Switzerland)
SCOR Switzerland AG (Switzerland)
SCOR Holding (Switzerland) AG (Switzerland) - SCOR Global Life Rückversicherung Schweiz AG (Switzerland)
Deliciel AG (Switzerland)
SCOR UK Company Ltd (UK)
(Switzerland)
Sal. Oppenheim (Schweiz) AG (Switzerland)
Zurich Vie (Switzerland)
Zurich American Ins. Co. (US)
Zurich Vida, Companhia de Seguros SA (Portugal)
Board: - Zurich Financial Services (Switzerland)*
Member of the Board:
Member:
(1) Member of the Strategic Committee.
(2) Member of the Risk Committee
(3) Member of the Accounts and Audit Committee
(4) Member of the Compensation and Nominating Committee
| Other offices and positions held in any company in | Offices held | |
|---|---|---|
| France and abroad as at the date of the Registration Document |
during the last five years: |
|
| Daniel HAVIS (1) (2) Director |
Principal position: | France: Director: |
| Birth Date: 31 December 1955 |
Chairman – Chief Executive Officer of MATMUT (Mutuelle Assurance des Travailleurs Mutualistes) (France) |
- OFIVALMO - SCOR Vie - FNMI |
| Other positions (France): | - MTG XV | |
| Professional address: MATMUT 66, rue de Sotteville 76100 ROUEN |
Insurance Code | - OFIMALLIANCE - MDA |
| Chairman of the Board of Directors: - SGAM VIANA |
General Secretary: - MFSM |
|
| Vice-Chairman: - SGAM SFEREN |
Chairman of the Board of Directors: - MUTRE |
|
| Mutual Insurance Code Chairman of the Board of Directors: - MATMUT Mutualité |
- MATMUT Assurances - MATMUT Vie - Matmut Protection Juridique - MATMUT ENTREPRISES |
|
| Vice-Chairman: - FNMF Fédération Nationale de la Mutualité Française |
- MTG XV | |
| Deputy Vice-Chairman: - PREVADIES |
Chairman of the Supervisory Board: - OFIVALMO - ADI |
|
| Honorary Chairman: - Union Nationale des Services Ambulatoires Mutualistes |
Chairman: - GEMA |
|
| Honorary Secretary General: - MFSM (Mutualité Française de Seine Maritime) |
Vice-Chairman: - CEGES |
|
| Director: - Harmonie Mutuelles - MFSM - UTMIF (ex-FMP) |
Vice-Chairman of the Board: - MATMUT Vie - AMF Assurances - MTG XV |
|
| Other: - Conseil Supérieur de la Mutualité (High Council on Mutual Insurance): member of the "Approval" Committee and member of the "General Affairs" Committee - FNMF: Vice-Chairman of the Comité National des |
Vice-Chairman of the Supervisory Board: - OFIVALMO |
|
| Réalisations Sanitaires et sociales (National Council on Health and Social Achievements) |
Member of the Supervisory Board: |
|
| Commercial Code Chairman of the Supervisory Board: |
- IMA SA | |
| - MATMUT Assurances - MATMUT VIE - MATMUT Protection Juridique - MATMUT ENTREPRISES |
Permanent Representative of: - SMAC to the Board of Directors of OFIMA TRESOR - MATMUT to the Supervisory |
|
| Chairman: - MATMUT DEVELOPPEMENT - MATMUT IMMOBILIER - MATMUT LOCATION VEHICULES |
Board of OFI Palmarès - SMAC on the Board of Directors of OFI Convertibles - SMAC on the Board of Directors of OFI SMIDCAP |
|
| Vice-Chairman of the Board of Directors: - OFI Holding (ex OFI INSTIT) |
- MATMUT on the Supervisory Board of IMA - MATMUT on the Supervisory |
|
| Chairman of the Board of Directors: - OFI ASSET MANAGEMENT - MutRé SA |
Committee of OFI RES - OFIVALMO Gestion on the Board of Directors of OFIVALMO NET EPARGNE |
|
| Vice-Chairman of the Supervisory Board: - AMF Assurances - MOI |
Other: - Vice-Chairman of CEGES - Member of the staff of the Fédération Nationale de la |
|
| Director: - Equasanté - SCOR SE - MutRé SA |
Mutualité Interprofessionnelle (FNMI) - Chairman of the Comité National des Réalisations Sanitaires et |
| Other offices and positions held in any company in France and abroad as at the date of the Registration Document |
Offices held during the last five years: |
|---|---|
| Permanent Representative of Ofi Asset Management on the Board of Directors of: |
Sociales - Prévadies'representative to the Conseil des Mutuelles Santé (Council of Mutual Health Insurance |
| - OFIMALLIANCE | Companies) - Member of the Haut Conseil pour |
| Permanent Representative of MATMUT on the Supervisory Board of: - OFIVALMO Partenaires |
l'Avenir de l'Assurance Maladie (High Council for the Health Insurance's future) |
| Honorary Chairman: - COOPTIMUT |
Non-Voting Director: - AMF Assurances - HANDIMUT |
| Non-Voting Director: - Allan Beker |
- MUTRé - Mutations Normandie |
| Other: - member of the GEMA |
|
| Others - non-voting member at the Management Board of EURESA - Member of the Board of ICMIF - Chairman of the Board of POLITAS |
(1) Member of the Strategic Committee.
(2) Member of the Risk Committee
(3) Member of the Accounts and Audit Committee
(4) Member of the Compensation and Nominating Committee
(*) Companies which shares are listed on a regulated or organised market
| Other offices and positions held in any company in France and abroad as at the date of the Registration Document |
Offices held during the last five years: |
|
|---|---|---|
| Daniel LEBEGUE (1) (2) (3) Director Birth Date: 4 May 1943 Professional address: Institut Français des Administrateurs 7 rue Balzac 75382 Paris Cedex 08 |
Principal position: Chairman of the Institut Français des Administrateurs (IFA, French Society of Directors) (France) Other positions: France : Director: - Technip * Chairman: - Institut du Développement Durable et des Relations Internationales (IDDRI) (association) - Transparence-International France - Observatoire de la Responsabilité Sociétale de l'Entreprise (ORSE) - Epargne Sans Frontière Co-Chairman: - Eurofi |
France : Director: - Alcatel Lucent - Crédit Agricole S.A. - Gaz de France* - SCOR VIE Etranger : - SCOR Reinsurance Company (U.S.) - General Security National Insurance Company (U.S.) |
| André LEVY-LANG (1) (2) (3) (4) Director |
Principal position: Associate Professor Emeritus at the University of |
France Director: |
| Birth Date: 26 November 1937 |
Paris-Dauphine France |
- SCOR VIE - AGF |
| Professional address: SCOR SE 1, avenue du Général de Gaulle 92800 Puteaux |
Chairman of the Supervisory Board: - Les Echos SAS |
Member of the Supervisory Board : - Paris-Orléans |
| Abroad | ||
| (1) Member of the Strategic Committee. | Director: - Schlumberger (U.S.)* - Dexia (Belgium) * |
|
(2) Member of the Risk Committee
(3) Member of the Accounts and Audit Committee
(4) Member of the Compensation and Nominating Committee
Represented by: Guillaume SARKOZY
Birth Date: 18 June 1951
Professional address: 21 rue Laffitte 75317 Paris cedex 9
Délégué général of Group Malakoff Médéric (France)
Chairman and CEO: - Médéric Assurances SA
of Malakoff Médéric Assurances to the Board of Directors of MMA IARD Assurances Mutuelles SAM
of Malakoff Médéric Assurances to the Board of Directors of MMA IARD SA
of Malakoff Médéric Assurances to the Board of Directors of MMA VIE Assurances Mutuelles SAM - of Malakoff Médéric Assurances to the Board of Directors of MMA VIE SA
of Malakoff Médéric Assurances to the Board of Directors of MMA Coopérations SA
of Médéric Prévoyance to the Board of Directors of DAS SA
of Médéric Prévoyance to the Board of Directors of DAS Assurances Mutuelles SAM
Member of the Executive Commission: ADESLAS (Spain)
Director: - ADESLAS (Spain)
(1) Member of the Strategic Committee.
(2) Member of the Risk Committee
(3) Member of the Accounts and Audit Committee
(4) Member of the Compensation and Nominating Committee
(*) Companies which shares are listed on a regulated or organised market
Offices held during the last five years:
Board: - Malakoff Médéric Assurances SA
Member of the Supervisory Board:
Birth Date: 26 September 1960
Professional address: Via Cristoforo Colombo, 149 00147 Rome Italy
Principal position:
Director: - Crédit Agricole*
Finegil Editoriale S.p.A. (Italy)
(1) Member of the Strategic Committee.
(2) Member of the Risk Committee
(3) Member of the Accounts and Audit Committee
(4) Member of the Compensation and Nominating Committee
(*) Companies which shares are listed on a regulated or organised market
Offices held during the last five years:
Director: - Generali España Holding (Spain) - Banco Vitalicio de España (Spain) - La Estrella, SA de Seguros y Reaseguros (Spain)
Offices held During the last five years:
Birth Date: 19 May 1952
SCOR SE 1, avenue du Général de Gaulle 92800 Puteaux
Birth Date: 5 January 1938
Professional address: UNIQA Versicherungen AG Untere Donaustrasse 21 A-1020 Vienna Austria
Principal position: - Assistant Methods and Procedures, SCOR Global P&C SE
None
Chairman of the Management Board: - Austria Versicherungsverein auf Gegenseitigkeit Privatstiftung (Holding) (Austria)
Business Manager: - UNIQA Praterstraße Projekterrichtungs GmbH (Austria)
Vice-Chairman of the Supervisory Board: - Donau Chemie Aktiengesellschaft (Austria)
Chairman of the Supervisory Board: - Austria Hotels Liegenschaftsbesitz AG (Austria)
Director: - SCOR VIE
Chairman: - Austrian National Bank (Austria)
Chairman of the Supervisory Board:
Vice-Chairman of the Supervisory Board:
(1) Member of the Strategic Committee.
(2) Member of the Risk Committee
(3) Member of the Accounts and Audit Committee
(4) Member of the Compensation and Nominating Committee
Registration Document Jean-Claude SEYS (1) (2) ** Director Birth Date: 13 November 1938 Professional address: MAAF ASSURANCES, MMA & COVEA 7, place des 5 martyrs du Lycée Buffon 75015 Paris Principal position: Vice-Chairman and Deputy Director of COVEA (mutual insurance group company) (France) Other positions: France Chairman of the Board of Directors: - Fondation MAAF Assurances - Savour Club SA (subsidiary of MAAF SA) Director: - MAAF Assurances (SA) Deputy Director: - MAAF Assurances (SAM) - MMA Coopérations (SA) - MMA IARD (SA) - MMA IARD Assurances Mutuelles (SAM) - MMA VIE (SA) - MMA Vie Assurances Mutuelles (SAM) Permanent Representative: - of COVEA (SGAM) on the Board of Directors of Azur GMF Mutuelles Assurances associés - of GMF Assurances on the Board of Directors of FIDELIA Assistance Chairman of the Supervisory Board: - EFI INVEST I (SCA) - OFIVALMO Partenaires S.A. Member of the Supervisory Board : - OFI REIM (SAS) Manager: - OFIDOMUS (SCI) (RP OFIVALMO) Non-Voting Director - Gimar (SA) Chairman of the Board of Directors: - Institut Diderot Abroad Chairman of the Board of Directors: - Harwanne (Switzerland) Director: - SCOR Holding (Switzerland) AG (Switzerland) - CASER (Spain) - SCOR Switzerland AG (Switzerland) - SCOR Global Life Rückversicherung Schweiz AG France - MAAF Assurances (SAM) - MAAF (SA) - MMA IARD (SAM) - MMA VIE (SAM) - COVEA (SGAM) Directors: Ré) - DAS (SAM) - MAAF Santé (Mutuelle 45) - Force et Santé (Union Mutualiste) - COSEM (Association) - SC Holding S.A.S. (Santéclair) - MMA IARD (SA) - MMA VIE (SA) - MMA Coopérations (SA) Director: OFIGEST (subsidiary of OFIVALMO) - OFIMALLIANCE S.AS - OFI Asset Management (subsidiary of OFIVALMO) Committee: - Fondation MMA Committee: - LMIH Chairman of the SAS: - Covéa Part - Covéa Technologies - Covéa Groupe Chairman of the Management Board (association): - Ile-de-France Regional Development Agency (ARD) Abroad Director: - Covéa Lux (Luxemburg)
Other offices and positions held in any company in France and abroad as at the date of the
Non Voting Director:
CASER (Spain)
(2) Member of the Risk Committee
(Switzerland)
Covea Lux (Luxemburg)
Offices held during the last five years:
(subsidiary of OFIVALMO)
Vice-Chairman of the Board of Directors:
(3) Member of the Account s and Audit Committee
(4) Member of the Compensation and Nominating Committee
(*) Companies which shares are listed on a regulated or organised market
(**) In connection with the Crédit Lyonnais/Executive Life case, Jean-Claude Seys entered into a transaction with the California State Prosecutor under the terms of which he is subject to five years probation, during which he may not go to the United States without special authorisation.
| Other offices and positions held in any company in France and abroad as at the date of the Registration Document |
Offices held during the last five years: |
|
|---|---|---|
| Claude TENDIL (1) (4) | ||
| Director | Principal positions: | France |
| Chief Executive Officer: | ||
| Birth Date: | Chairman and Chief Executive Officer: | - Generali France Holding |
| 25 July 1945 | - Generali France (France) | - Generali Assurances Vie |
| - Generali Vie (France) | ||
| Professional address: | - Generali IARD (France) | Chairman of the Board of |
| GENERALI FRANCE | Directors: | |
| Chairman and Chief Executive Officer | Other positions: | - Assurance France Generali |
| 7/9, boulevard Haussmann | - Generali Assurances Iard | |
| 75009 Paris | France | - La Fédération Continentale |
| - GPA Vie | ||
| Chairman of the Board of Directors: | - GPA Iard | |
| - Europ Assistance Holding | ||
| - Generali France Assurance | Director: | |
| - SCOR VIE | ||
| Abroad | - Unibail Holding | |
| Chairman of the Board of Directors: | Abroad | |
| - Europ Assistance Italie (Italy) | Director: | |
| - Assicurazioni Generali SpA | ||
| Permanent Representative: | (Italy)* | |
| - of Europ Assistance Holding on the board of Europ | ||
| Assistance Espagne (Spain) | ||
| Member of the Supervisory Board : | ||
| - Generali Investments SpA (Italy) | ||
| Daniel VALOT (1) (2) (3) (4) | France | France |
| Director | ||
| Director: | Chairman and Chief | |
| Birth Date: | -CGG Veritas* | Executive Officer of Technip* |
| 24 August 1944 | - Dietswell* | until 27 April 2007 |
| (retirement) | ||
| Professional address: | Abroud | |
| SCOR SE | Permanent Representative: | |
| 1, avenue du Général de Gaulle | Director: | - of Technip : Technip France |
| 92800 Puteaux | - SCOR Reinsurance Asia-Pacific Pte Ltd | (until 27 April 2007) |
| (Singapore) |
Director:
Abroad
Vice-Chairman:
Director:
(1) Member of the Strategic Committee.
(2) Member of the Risk Committee
| Other offices and positions held in any company in France and abroad as at the date of the Registration Document |
Offices held during the last five years: |
|
|---|---|---|
| Georges CHODRON de COURCEL (1) Principal position: (4) |
France | |
| Non-Voting Director | Chief Operating Officer of BNP Paribas* (France) | Non-voting Director: - SCOR VIE |
| Birth Date: 20 May 1950 |
Other positions: | Chairman: - BNP Paribas Emergis S.A.S. |
| Professional address: BNP PARIBAS 3, rue d'Antin 75002 Paris |
France Director: - Bouygues S.A. - Alstom - Nexans S.A. - Société Foncière Financière et de Participations (FFP) - Verner Investissements SAS Member of the Supervisory Board : - Lagardère S.C.A. Chairman: - Compagnie d'Investissement de Paris S.A.S. - Financière BNP Paribas S.A.S. both subsidiaries of BNP Paribas Non-voting Director: - SAFRAN - Exane (Subsidiary of Verner) Abroad Chairman: - BNP Paribas Suisse S.A.(Switzerland) Vice-Chairman: - Fortis Banque N.V. (Belgium) Director: - Erbé S.A. (Belgium) |
Abroad Chairman: - BNP Paribas UK Holdings Limited (U.K.) Director: - Banca Nazionale del Lavoro (Italy) - BNPP ZAO (Russia) |
| - GBL (Groupe Bruxelles Lambert) (Belgium) - SCOR Holding (Switzerland) AG (Switzerland) - SCOR Global Life Rückversicherung AG (Switzerland) - SCOR Switzerland AG (Switzerland) |
||
| (1) Member of the Strategic Committee (2) Member of the Risk Committee (3) Member of the Accounts and Audit Committee (4) Member of the Compensation and Nominating 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.
Carlo Acutis, an Italian citizen, is a Vice Chairman of Vittoria Assicurazioni S.p.A. He also serves as Chairman and member of the Boards of Directors of a number of companies. This specialist of the international insurance market was formerly Chairman and Vice Chairman of the Presidential Council of the CEA, Comité Européen des Assurances, and director of the Geneva Association.
Gérard Andreck, a French citizen, has been Chairman of the MACIF Group since June 2006. 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. In June 1997, he became Chief Executive Officer of Macif and second-in-command to Jean Simonnet, who was Chairman at that time. Gérard Andreck was instrumental in the development of the close partnership between Caisses d'Epargne, Macif and Maif in October 2004, and he was appointed Chairman of the Management Board of the holding company that formalised this partnership in November 2005. On1 July 2008, he has been appointed Chairman of the Groupement des Entreprises Mututelles d'Assurances (GEMA) for three years and became President of the Conseil des Entreprises, Employeurs et Groupements de l'Economie Sociale (CEGES) on 12 May 2009. In October 2010 he was appointed in the Conseil Economique et Social et Environnemental (CESE).
Before becoming a partner at Compass Advisers LLP in New York in June 2002, Allan Chapin, a U.S. citizen, was a partner at Sullivan & Cromwell LLP and Lazard Frères in New York for several years. He also serves on the boards of directors for the Pinault Printemps Redoute group (PPR) and Chairman of the French American Foundation.
Peter Eckert, a Swiss citizen, has a broad international experience in Risk Management, General and Life Insurance, Asset Management, Banking and IT. He 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 since 1 July 2007 until 31 December 2008 and Deputy Chairman of the Board of the Federal Financial Market Supervising Authority (FINMA) in Switzerland from 1 January 2008 to 31 December 2008. Since 1 January 2009, he is Chairman of Bank Clariden Leu.
Daniel Havis, a French citizen, joined the Mutuelle Assurance des Travailleurs Mutualistes (MATMUT) as a claims examiner in 1980. As at today, he is Chairman and Chief Executive Officer MATMUT since 1994. From 1983 to 1988, Daniel Havis was an Executive Assistant and then a Director at the Mutualité Française de Seine-Maritime, where he would serve as CEO from 1988 to 1994. He also holds a number of different mandates within the companies that, along with AMF Assurances, make up the Matmut Group. These include Chairman of Matmut Mutualité and Chairman of the Supervisory Boards of Matmut Entreprises, Matmut-Vie and Matmut Protection Juridique. Since 8 December 2009, Daniel Havis has also been Vice-Chairman of Sferen, the Mutual Insurance Group created with the MACIF and the MAIF and was Chairman of GEMA until June 2008. He is also Chairman of MutRé since 1 January 2009.
Daniel Lebègue, a French citizen, has been Chairman of the French National Treasury, Chief Executive Officer of BNP and Caisse des Dépôts et Consignations. He currently serves on the Boards of Directors for Technip. He is the Chairman of the French Institute of Directors (Institut Français des Administrateurs – IFA) and of several associations and foundations.
André Lévy-Lang, a French citizen, a former student of the Ecole Polytechnique (1956) and a Ph.D. in Business Administration from the University of Stanford, began his career in 1960 as a physicist at the French Atomic Energy Commission. From 1962 to 1974 he held various different technical and managerial positions at the Schlumberger group, both in France and the United States. He joined the Paribas group in 1974 and in 1982 was appointed Chairman of the Board of Directors of the Compagnie Bancaire, a specialised financing subsidiary of Paribas, before becoming Chairman of the Board of Directors of the Paribas group in 1990. He held these positions until the merger with BNP in 1999. André Lévy Lang is an associate professor emeritus at the University of Paris-Dauphine, Chairman of the Supervisory Board of Les Echos, Chairman of both the Risk Foundation and the Louis Bachelier Institute, Vice-Chairman of the Europlace Finance Institute and Vice-Chairman of the French Institute for International Relations. He is also a member of the boards of the Institut des Hautes Etudes Scientifiques and the American Hospital in Paris.
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 First group, then with Hachette, where she became Director of the "High-quality illustrated books" division based in Paris. In 1998, she joined the Generali group as 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 España. Monica Mondardini is CEO of Gruppo Editoriale L'Espresso S.p.A. since January 2009 and Deputy Director since 2008. She is also member of the Board of Directors of Credit Agricole and Save the Children Italia.
Luc Rougé has 35 years of experience in reinsurance with SCOR SE in the management of treaties and claims, as well as in studies, reporting and controls. He was the Works Council representative on the Board of Directors in the 1980s. He then served as Secretary of the Works Council and as an employee director for nearly nine years. He is since 2007 the Director elected by the employees of the Group on a worldwide basis.
Guillaume Sarkozy, French, 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 in 1977. He has been a company leader in the textile and services industries since 1979. Until June 2006, Guillaume Sarkozy exercised a number of responsibilities at the head of professional associations, notably the French Textile Industries' Union (from September 1993 to May 2006), the Industrial Federations Group (2004 to July 2006), the CNPF and the Medef (1994-2006). Guillaume Sarkozy joined Médéric in June 2006 and was appointed Group General Manager on 1 September 2006.
From 1997 to 2000, Herbert Schimetschek, an Austrian citizen, was Chairman of the Comité Européen des Assurances, then until June 2000, Vice Chairman of the Austrian Insurance Companies Association, and from 1999 to 2001, Chairman of the Management Board and Chief Executive Officer of UNIQA Versicherung A.G. Herbert Schimetschek is now Chairman of the Management Board of the Austrian company Austria Versicherungsverein auf Gegenseitigkeit Privatstiftung (Holding).
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 of MMA in which he remains a Director. He is the Vice-Chairman and Deputy Director of COVEA (société de groupe d'assurance mutuelle).
Claude Tendil, a French citizen, began his career at UAP in 1972. He joined the Drouot Group in 1980 as Chief Operating Officer; he was promoted in 1987 to Chief Executive Officer, and then 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 assurances, Chief Executive Officer of Axa from 1991 to 2000, then Vice-chairman of the Management Board of the Axa Group until November 2001. During this same period, he is 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.
A former student at the Ecole Nationale d'Administration and Chief Advisor to the French Accounting Office (Cour des Comptes), Daniel Valot, a French citizen, was also notably Technical Cooperation Counselor to the French Ambassy 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 from September 1999 until 27 April 2007.
Georges Chodron de Courcel, a French citizen, is Chief Operating Officer of BNP Paribas and holds various positions as Director in French and foreign companies and in subsidiaries of the BNP Paribas Group.
Chairman and Chief Executive Officer Denis Kessler is assisted in his duties to define and implement the strategy for SCOR's business by an executive board, known as the Executive Committee (the "COMEX"), the members of which are employees of SCOR.
The following table presents the Company's executive officers who comprised the Executive Committee as at the date of the Registration Document and their positions with SCOR, as well as the first appointment dates as executive officers of SCOR.
| Officer | ||||
|---|---|---|---|---|
| Name | Age | Current position | since | Other positions |
| Denis Kessler | 58 | Chairman-Chief Executive Officer of SCOR SE |
2002 | Refer to Section 14.1.1 - Information on the Members of the Board of Directors. |
| Julien Carmona | 40 | Group Chief Operating Officer |
2010 | Chairman of the Board of Directors: SCOR Reinsurance Asia-Pacific Pte Ltd (Singapore) Director: General Security National Insurance Company (U.S.) Prévoyance Ré (France) SCOR Global Life Re Insurance Company of Texas (U.S.) SCOR Global Life Reinsurance Company of America (U.S.) SCOR Global Life SE (France) SCOR Global Life U.S. Re Insurance Company (U.S.) SCOR Global P&C SE (France) SCOR Reinsurance Company (U.S.) SCOR U.S. Corporation (U.S.) |
| Benjamin Gentsch |
50 | Deputy Chief Executive Officer of SCOR Global P&C SE Chief Executive Officer of SCOR Switzerland. |
20071 | Chairman of the Board of Directors: SCOR Holding (UK) Ltd (UK) SCOR Insurance (UK) Ltd (UK) SCOR UK Company Ltd (UK) Chief Executive Officer : SCOR Switzerland AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland) Director: SCOR UK Group Ltd (UK) |
| Frieder Knüpling |
41 | Deputy Chief Executive Officer of SCOR Global Life |
2010 | Director: SCOR Financial Services Limited (Ireland) SCOR Global Life Reinsurance (Barbados) Ltd (Barbados) SCOR Global Life Reinsurance International (Barbados) Ltd. (Barbados) SCOR Global Life Reinsurance Ireland Ltd. (Ireland) |
1 Benjamin Gentsch was previously an executive at Converium since 2002.
| Paolo De Martin |
41 | Group Chief Financial Officer |
20071 | Director: SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Global Life Rückversicherunbg Schweiz AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland) SCOR Switzerland AG (Switzerland) Member of the Supervisory Board: ReMark Group BV (The Netherlands) |
|---|---|---|---|---|
| Gilles Meyer | 53 | Chief Executive Officer of SCOR Global Life SE |
2006 | Chairman of the Board of Directors: SOLAREH S.A. (France) Prévoyance Ré (France) Vice Chairman of the Board of Directors: MUTRE S.A. (France) Vice Chairman of the Supervisory Board: SCOR Global Investments SE (France) Permanent Representative: of SCOR Global Life SE at MUTRE S.A.'s Board (France) of SCOR SE with the French Federation of Insurance Companies (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 (US) SCOR Global Life Reinsurance Company of America (U.S.) SCOR Global Life Re Insurance Company (U.S.) Prévoyance Ré (France) ReMark Japan K. K. (Japan) Sweden Reinsurance Co. Ltd (Sweden) SCOR Global Life Rückversicherung Schweiz AG (Switzerland) SCOR Switzerland AG (Switzerland) |
1 Paolo De Martin had previously been an executive at Converium since 2006.
| Victor Peignet | 53 | 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 Holding (Switzerland) AG (Switzerland) Commercial Risk Re-Insurance Company (U.S.) SCOR Global Life Rückversicherung Schweiz AG (Switzerland) SCOR Switzerland AG (Switzerland) Blue Star Syndicate Management Limited (U.K.) Permanent Representative: of SCOR SE at ASEFA S.A.'s Board (Spain). Member of the Supervisory Board : SCOR Global Investments SE (France) |
|---|---|---|---|---|
| Philippe Trainar | 57 | Group Chief Risk Officer | 2010 | Director: SCOR Africa Limited (South Africa) SCOR Global Life Rückversicherung Schweiz AG (Switzerland) SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Holding (Switzerland) AG (Switzerland) SCOR Switzerland AG (Switzerland) SCOR UK Company Limited (UK) SCOR Underwriting Limited (UK) |
| François de Varenne |
44 | Chief Executive Officer of SCOR Global investments SE |
2005 | Chairman and Chief Executive Officer: SCOR Auber (France) Chairman: DB Caravelle (France) Member of the Management Board: SCOR Global investments SE (France) Member of the Supervisory Board: Gimar Capital Investissements (France) Director: SCOR Auber (France) Member of the Investment Committee: SCOR Reinsurance Asia-Pacific Pte Ltd (Singapore) |
Denis Kessler, 58, Chairman of the Board of Directors and Chief Executive Officer of SCOR SE
Refer to Section 14.1.2. – Biographical information on the members of the Board of Directors.
Julien Carmona, 40, Group Chief Operating Officer
Julien Carmona, a French citizen, is a former student of the Ecole Normale Supérieure and has an advanced degree in history. He is also a former student of the Ecole Nationale d'Administration and a former French Treasury Auditor. After beginning his career at the French Finance Ministry, he joined BNP Paribas in 2001. From 2004 to 2007, he acted as Financial Adviser to the President of the Republic. He was Executive Finance Director at the Caisse Nationale des Caisses d'Epargne (CNCE) from June 2007 until it merged with the federal Bank of Banques Populaires in July 2009. He joined SCOR in October 2009 and was appointed Chief Operating Officer on 1 January 2010.
Benjamin Gentsch, 50, Deputy Chief Executive Officer of SCOR Global P&C SE and Chief Executive Officer of SCOR Switzerland
Benjamin Gentsch, a Swiss citizen, graduated with a degree in management from the University of Saint-Gall where he specialised 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 served as head of the "Global Aviation" reinsurance department and developed the "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 UK subsidiary, dealing with pricing and valuation. As of 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, then Head of Financial & Actuarial of SCOR Global Life. He is a fellow of the German Association of Actuaries (DAV).
Paolo De Martin, 41, Group Chief Financial Officer of SCOR SE
Paolo De Martin, an Italian national, 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 the 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.. As of 2003, he was appointed Chief Financial Officer of GE Frankona Group before becoming Chief Financial Officer of Converium in July 2006. In September 2007, Paolo De Martin was appointed Group Chief Financial Officer of SCOR.
Gilles Meyer, 53, Chief Executive Officer of SCOR Global Life SE
Gilles Meyer holds dual French and Swiss nationality and 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 from 2005 to 2006, he was Manager of group underwriting at Alea. He joined the Group in January 2006 and to date has managed the German-speaking markets of SCOR Global P&C based in Hanover, Basel, and Winterthur. He was named head of Business Unit 1 of SCOR Global Life and a member of the Group Executive Committee in November 2006, then Deputy Chief Executive Officer of SCOR Global Life SE in September 2007. In January 2008, he was appointed Chief Executive Officer of SCOR Global Life SE.
Victor Peignet, 53, Chief Executive Officer of SCOR Global P&C SE
Victor Peignet, a 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 has led the Group's Business Solutions (facultative) division since it was created in 2000, as both Deputy Chief Executive Officer and then as Chief Executive Officer since April 2004. 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.
Philippe Trainar, 57, Group Chief Risk Officer
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 the SCOR group. Philippe Trainar chairs the Solvency II committee and is a member of the "Bureau de la commission économique et financière" of the FFSA. He is a member of the governmental consulting and expertise committees: the "Conseil d'analyse économique", reporting to the French Prime Minister, and the "Commission économique de la nation". Philippe Trainar has also carried out many scientific works on the economy, risk, insurance and solvency, which have been published in scientific journals such as the Journal of Risk and Insurance, the Geneva Papers, Economie & Statistique and Risques. He is also editor-in-chief of Revue Française d'Economie.
François de Varenne, 44, Chief Executive Officer of SCOR Global Investments SE
A French national, François de Varenne is a graduate of the Ecole Polytechnique, a civil engineer of the Ponts et Chaussées and holds a doctorate in economic sciences. He is 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.
To our knowledge, there are no family relationships between the directors and the members of the Company's senior management.
To our knowledge, during the last five years:
1 In connection with the Crédit Lyonnais/Executive Life case, Jean-Claude Seys entered into a transaction with the California State Prosecutor under the terms of which he is subject to five years probation, during which he may not go to the United States without special authorisation.
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.

Amount of remuneration paid and benefits in-kind
15.2 PAGE 129
Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year 2010
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 – e) 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 and within the limit of this amount, the Board of Directors set the terms and conditions of the allocation to encourage the presence of the Directors. It has been decided to allocate the Directors fees, which are payable to each Director or Non-voting Director, in one fixed sum of EUR 20,000, payable by quarter and a variable sum, depending on the presence of the Directors at the meetings of the Board of Directors and to its Committees, equal to EUR 1,700 per Board or Committee meeting at which they are present. Moreover, the Board of Directors decided, during the meeting held on 4 November 2010, and upon the proposal of the Compensation and Nomination Committee, to grant a daily fee for Board and Committee meetings occuring on the same day. The payment of the Directors fees is paid at the end of each quarter. Moreover, each Director receives the single sum of EUR 10,000 that must be used to purchase Company's shares, that the Director commits to keep until the end of his appointment.
Fees paid to directors for 2010 and 2009 are broken down as follows:
| In EUR | 2010 | 2009 |
|---|---|---|
| Mr. Denis Kessler (1) | 41,250 | 35,300 |
| Mr. Carlo Acutis | 37,000 | 41,900 |
| Mr. Gérard Andreck | 37,000 | 43,600 |
| Mr. Antonio Borgès (2) | 39,550 | 53,800 |
| Mr. Allan Chapin | 42,950 | 50,400 |
| Mr. Georges Chodron de Courcel | 37,850 | 50,400 |
| Mr. Peter Eckert (3) | 48,050 | 40,300 |
| Mr. Daniel Havis | 46,350 | 53,800 |
| Mr. Daniel Lebègue | 61,650 | 64,000 |
| Mr. André Lévy Lang | 58,250 | 64,000 |
| Médéric Prévoyance, represented by Guillaume Sarkozy (3) | 37,850 | 31,800 |
| Mrs. Monica Mondardini (4) | 30,100 | N/A |
| Mr. Luc Rougé(5) | 34,450 | 33,600 |
| Mr. Herbert Schimetschek | 37,000 | 45,300 |
| Mr. Jean-Claude Seys | 46,350 | 52,100 |
| Mr. Claude Tendil | 42,950 | 52,100 |
| Mr. Patrick Thourot (6) | N/A | 16,800 |
| Mr. Daniel Valot | 61,650 | 67,400 |
| TOTAL | 740,250 | 796,600 |
(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) Director whom appointment ended on 4 November 2010.
(3) Director appointed by the Annual Ordinary General Meeting of the Shareholders of 15 April 2009.
(4) Director appointed by the Annual Ordinary General Meeting of the Shareholders of 28 April 2010.
(5) Director representing the employees elected by the Annual Shareholders' Meeting of 24 May 2007 as employee representative. His directors' fees are paid to the CFDT union.
(6) Director whom appointment ended on 15 April 2009.
Moreover, certain SCOR directors participate, or have participated, on the Boards of Directors of the Group's subsidiaries and received directors' fees in 2010 and/or 2009 as follows:
| 2010 | 2009 | |
|---|---|---|
| SCOR Reinsurance Company | ||
| Allan Chapin | USD 3,000 | USD 24,000 |
| SCOR Holding (Switzerland) | ||
| 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 | CHF 16,000 | CHF 14,000 |
| Jean-Claude Seys | CHF 16,000 | CHF 16,000 |
| Georges Chodron de Courcel | CHF 14,000 | CHF 14.000 |
| SCOR Switzerland AG | ||
| Peter Eckert | CHF 21,000 | CHF 19,000 |
| Jean-Claude Seys | CHF 21,000 | CHF 21,000 |
| Georges Chodron de Courcel | CHF 19,000 | CHF 19,000 |
| SCOR Reinsurance Asia Pacific PTE Ltd | ||
| Daniel Valot | USD 21,000 | N/A |
Gross compensation paid in 2010 to the Group Executive Committee members (including the Chairman and Chief Executive Officer) as of 31 December 2010 amounts at EUR 7,495,808(1). In addition, they were awarded a total number of 469,000 shares and 469,000 stock options in 2010 for a total estimated value of EUR 8,425,600(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.
The approved principles and rules for setting compensation and benefits granted to the Chairman and Chief Executive Officer for 2010 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 procedures and on risk management in accordance with article L.225-37 of the French Commercial Code.
The following table presents a summary of the total compensation including gross compensation, shares and stock options granted to the Executive and Corporate Officer for fiscal years 2010, 2009 and 2008:
Summary table of the gross compensation, shares and stock options granted to the Executive and Corporate Officer:
| In EUR | Gross compensation (details below) |
Value of the shares granted(3) |
Value of stock options granted(3) |
Total compensation |
|---|---|---|---|---|
| 2010 | 2,241,250 | 1,912,500(4) | 387,500(4) | 4,541,250 |
| 2009 | 2,235,300 | 1,650,000(4) | 467,500(4) | 4,352,800 |
| 2008 | 2,128,550 | 1,027,500(4) | 331,500(4) | 3,487,550 |
(1) In Section 15.1.2 Executive Committee members remuneration, the exchange rate used (official exchange rate of the Reference Document) is: 1 EUR = 1.3732 CHF.
(2) The amount corresponds to the IFRS 2 Share-based Payment fair value as described in note 18 of section 20.
(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 3 March 2010 and 5 March 2009 under number n. D.10-0085 and D.09-0099 for the details of the performance conditions applicable to the shares and stock-options granted to the Executive and Corporate Office.
(4) In 2008, 50% of shares and stock options granted are submitted to performance conditions. In 2009 and 2010, it is the case of 100% of shares and stock options granted. The value is calculated according to the same assumption 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 Executive and Corporate Officer.
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 Executive and Corporate Officer for fiscal years 2010, 2009 and 2008:
| In EUR | Fixed compensation |
Variable compensation |
Director's fees |
Gross compensation |
Advantages |
|---|---|---|---|---|---|
| 2010 | 1,200,000 | 1,000,000 | 41,250 | 2,241,250 | Company Car |
| 2009 | 1,200,000 | 1,000,000 | 35,300 | 2,235,300 | Company Car |
| 2008 | 1,200,000 | 881,350 | 47,200 | 2,128,550 | Company Car |
Summary table of the gross compensation granted to the Executive and Corporate Officer
The following table presents the summary of gross compensation paid to the Executive and Corporate Officer during fiscal years 2010, 2009 and 2008:
Summary table of gross compensation paid to the Executive and Corporate Officer
| In EUR | Fixed compensation |
Variable compensation |
Director's fees |
Gross compensation |
Advantages |
|---|---|---|---|---|---|
| 2010 | 1,200,000 | 1,000,000 | 42,850 | 2,242,850 | Company Car |
| 2009 | 1,400,000* | 881,350 | 33,700 | 2,315,050 | Company Car |
| 2008 | 1,000,000 | 1,200,000 | 57,100 | 2,257,100 | Company Car |
(*) The gross fixed compensation paid to Denis Kessler in 2009 includes (i) EUR 200,000 corresponding to arrears for fiscal year 2008, the payment of which had been decided in 2008 but which had not been paid at such time and (ii) EUR 1 200 000 for fiscal year 2009. As shown in the above summary table of the gross compensation owed to the Executive and Corporate Officer, the gross fixed compensation of Denis Kessler remained unchanged between 2008 and 2009.
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 exercised during the fiscal year as well as the grants and performance shares vested during the fiscal year.
Subscription and share purchase options exercised by the Executive and 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 during the period to the Executive and Corporate Officer by the issuer or by another |
Date of the |
Number of shares granted during |
Valuation of shares as per method used in the consolidated accounts |
Acquisition | Date of ownership |
|---|---|---|---|---|---|
| company of the Group | plan | the period | In EUR | date | transfer |
| Denis Kessler | 2 March 2010 | 125,000 | 1,912,500 | 2 March 2012 | 3 March 2014 |
| Performance share acquired during the period by the Executive and Corporate Officer by the issuer or by another company of the Group (nominative list) |
Number of shares acquired during the period |
Date of the plan |
Conditions of acquisition |
|---|---|---|---|
| Requirement of presence at the | |||
| company as of 20 June 2008 | |||
| Denis Kessler | 55,000 | 4 July 2006 | Performance conditions |
The following table presents the gross compensation related to fiscal years 2010, 2009 and 2008 and paid in 2010, 2009 and 2008 to the members of the Executive Committee.
| Members of the Executive Committee - Gross Compensation | |||||||
|---|---|---|---|---|---|---|---|
| 2010 | 2009 | 2008 | |||||
| In EUR | Related to | Actual | Related to | Actual | Related to | Actual | |
| Not | |||||||
| Julien Carmona* | 874,098 | 582,045 | Not concerned | Not concerned | Not concerned | concerned | |
| Benjamin Gentsch (Paid in CHF**) |
761,448 | 761,448 | 760,719 | 704,030 | 705,426 | 736,904 | |
| Not | |||||||
| Frieder Knüpling*** | 339,110 | 257,360 | Not concerned | Not concerned | Not concerned | concerned | |
| Paolo De Martin (Paid in CHF**) |
1,077,180 | 1,066,257 | 1,066,403 | 948,278 | 833,148 | 847,599 | |
| Gilles Meyer | 854,312 | 833,335 | 874,334 | 815,552 | 727,384 | 694,528 | |
| Victor Peignet | 904,208 | 818,853 | 904,208 | 1,001,344 | 787,473 | 803,743 | |
| Philippe Trainar**** | 436,960 | 321,203 | Not concerned | Not concerned |
Not concerned |
Not concerned |
|
| François de Varenne | 619,434 | 612,457 | 612,457 | 551,073 | 551,072 | 577,434 | |
| Members of the Executive Committee |
5,866,750 | 5,252,958 | 4,218,144 | 4,020,278 | 3,604,503 | 3,660,209 | |
| Denis Kessler | 2,241,250 | 2,242,850 | 2,235,300 | 2,315,050 | 2,128,550 | 2,257,100 | |
Executive Committee***** 8,108,000 7,495 808 6,453,444 6,335,328 5,733,053 5,917,309
(*) Julien Carmona is member of the COMEX since 1 January 2010 as Group Chief Operating Officer.
(**) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1,3732 CHF.
(***) Frieder Knüpling is member of the COMEX since 1 July 2010 as Deputy CEO Scor Global Life. (****) Philippe Trainar is member of the COMEX since 1 April 2010 as Chief Risk Officer.
(*****) Including the Chairman and Chief Executive Officer for whose remuneration details are available in section 15.1.2.1.
The Compensation and Nomination Committee determines the variable compensation of the COMEX members in agreement with the Chairman. The variable portion of the compensation presented in the table above 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 (based on the Group's Return on Equity or ROE). The total amount of the variable portion cannot exceed 80% of the fixed compensation.
The following table presents the components of the gross compensation for fiscal years 2010, 2009 and 2008 for the members of the Executive Committee (other than the Chairman and Chief Executive Officer).
| Year 2010 | Year | |||||
|---|---|---|---|---|---|---|
| In EUR | Fixed compensation |
Variable compensation |
Premiums/ Allowances |
Gross compensation |
Fixed compensation |
Variable compensation |
| Julien Carmona | 500,000 | 370,000 | 4,098 | 874,098 | Not concerned | Not concerned |
| Benjamin Gentsch (Paid in CHF*) |
420,187 | 310,938 | 30,323** | 761,448 | 420,186 | 310,938 |
| Frieder Knüpling | 200,000 | 138,750 | 360 | 339,110 | Not concerned | Not concerned |
| Paolo De Martin (Paid in CHF*) |
590,577 | 460,650 | 25,954** | 1,077,180 | 590,577 | 449,726 |
| Gilles Meyer | 500,000 | 350,000 * | 4,312 | 854,312 | 500,000 | 370,023**** |
| Victor Peignet | 500,000 | 400,000 * | 4,208 | 904,208 | 500,000 | 400,023**** |
| Philippe Trainar | 252,000 | 181,300 | 3,660 | 436,960 | Not concerned | Not concerned |
| François de Varenne |
350,000 | 266,000 | 3,434 | 619,434 | 350,000 | 259,023 |
(*) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.3732 CHF (the exchange rate of reference for the DDR).
(**) Those allowances cover business expenses
(***) This amount includes an expatriation premium related to fiscal year 2008.
(****) This amount includes an expatriation premium related to fiscal year 2009.
(*****) This amount includes an expatriation premium related to fiscal year 2010.
The following table presents the components of the actual gross compensation paid in 2010, 2009, 2008 to the members of the Executive Committee (other than the Chairman and Chief Executive Officer).
| Year 2010 | Year | |||||
|---|---|---|---|---|---|---|
| Fixed | Variable | Premiums/A | Gross | Fixed | Variable | |
| In EUR | compensation | compensation | llowances | compensation | compensation | compensation |
| Julien Carmona | 500,000 | 77,947 | 4,098 | 582,045 | Not concerned | Not concerned |
| Benjamin Gentsch | ||||||
| (Paid in CHF*) | 420,187 | 310,938 | 30,323** | 761,448 | 420,186 | 254,248 |
| Frieder Knüpling | 200,000 | 57,000 | 360 | 257,360 | Not concerned | Not concerned |
| Paolo de Martin | ||||||
| (Paid in CHF*) | 590,577 | 449,726 | 25,954** | 1,066,257 | 590,577 | 331,602 |
| Gilles Meyer | 500,000 | 306,011 | 27,235*** | 833,335 | 500,000 | 265,892 |
| Victor Peignet | 500,000 | 286,152 | 32,701*** | 818,853 | 500,000 | 281,892 |
| Philippe Trainar | 252,000 | 65,544 | 3,660 | 321,203 | Not concerned | Not concerned |
| François de | ||||||
| Varenne | 350,000 | 259,023 | 3,434 | 612,457 | 350,000 | 197,638 |
(*) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.3732 CHF (the exchange rate of reference for the DDR).
(**) Those allowances cover business expenses
(***) This amount includes an expatriation premium related to fiscal year 2010.
(****) This amount includes an expatriation premium related to fiscal year 2009.
(*****) This amount includes an expatriation premium related to fiscal year 2008.
(******) This amount includes an expatriation premium related to fiscal year 2008 and an expatriation premium related to fiscal year 2009.
(*******) This amount includes an expatriation premium related to fiscal year 2007 and paid in 2008.
| 2009 | Year 2008 | ||||
|---|---|---|---|---|---|
| Premium/ Allowances |
Gross compensation |
Fixed compensation |
Variable compensation |
Premiums/ Allowances |
Gross compensation |
| Not concerned | Not concerned | Not concerned | Not concerned | Not concerned | Not concerned |
| 29,595** | 760,719 | 425,224 | 254,248 | 25,954** | 705,426 |
| Not concerned | Not concerned | Not concerned | Not concerned | Not concerned | Not concerned |
| 26,100** | 1,066,403 | 475,592 | 331,602 | 25,954** | 833,148 |
| 4,312 | 874,312 | 399,046 | 265,892 | 62,446*** | 727,384 |
| 4,208 | 904,231 | 400,000 | 281,892 | 105,581*** | 787,473 |
| Not concerned | Not concerned | Not concerned | Not concerned | Not concerned | Not concerned |
| 3,434 | 612 457 | 350,000 | 197,638 | 3,434 | 551,072 |
(*) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.3732 CHF (the exchange rate of reference for the DDR) (**) Those allowances cover business expenses.
(***) This amount includes an expatriation premium related to fiscal year 2008.
(****) This amount includes an expatriation premium related to fiscal year 2009.
(*****) This amount includes an expatriation premium related to fiscal year 2010.
| 2009 | Year 2008 | ||||
|---|---|---|---|---|---|
| Premium/ | Gross | Fixed | Premiums/ | Gross | |
| Allowances | compensation | compensation | Variable compensation | Allowances | compensation |
| Not concerned | Not concerned | Not concerned | Not concerned | Not concerned | Not concerned |
| 29,595** | 704,030 | 425,224 | 285,727 | 25,954** | 736,904 |
| Not concerned | Not concerned | Not concerned | Not concerned | Not concerned | Not concerned |
| 26,100** | 948,278 | 475,592 | 346,053 | 25,954** | 847,599 |
| 49,660**** | 815,552 | 399,046 | 214,373 | 81,110* | 694,528 |
| 219,452** | 1,001,344 | 400,000 | 320,000 | 83,743* | 803,743 |
| Not concerned | Not concerned | Not concerned | Not concerned | Not concerned | Not concerned |
| 3,434 | 551,073 | 350,000 | 224,000 | 3,434 | 577,434 |
(*) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.3732CHF (the exchange rate of reference for the DDR). (**) Those allowances cover business expenses.
(***) This amount includes an expatriation premium related to fiscal year 2010.
(****) This amount includes an expatriation premium related to fiscal year 2009.
(*****) This amount includes an expatriation premium related to fiscal year 2008.
(******) This amount includes an expatriation premium related to fiscal year 2008 and an expatriation premium related to fiscal year 2009.
(*******) This amount includes an expatriation premium related to fiscal year 2007 and paid in 2008.
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 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.
For details on stock options and shares granted to 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 of December 31st, 2010 and 17.2.3 – Free allocation of shares to COMEX members and other company officers as of December 31st, 2010.
For pension benefits, refer to Section 17.4. - Defined pension schemes.
The members of the Executive Committee do not receive directors' fees for their directorships in companies in which SCOR holds more than 20% of the share capital. They are reimbursed for justified business expenses. Executives under a Swiss contract receive a flat allowance covering business expenses of small monetary amounts.
Certain members of the Executive Committee receive a housing allowance because of their dual duties in two geographically separated units.
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 senior executives in France having joined the Group before 30 June 20081 , French COMEX members are entitled to a guaranteed capped pension plan conditioned on a minimum 5 years length of service with the Group, the payment of which is based on their average compensation over the last five years.
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 (from 5 to 9 years) 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 other COMEX members are comparable to the French ones.
The 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 COMEX members amounts at EUR 21 million as of 31 December 2010, i.e. 10.5 % of the total commitment of the Group being for pension plans EUR 199 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 – Notes to the Corporate Financial Statements, Note 6 – Contingency reserves.
1 This pension plan was closed to employees hired after June 2008 and is only applicable for a very narrow number of partners in France

| 16.1 | PAGE 132 | |||||
|---|---|---|---|---|---|---|
| Date of expiration of the current term of office | ||||||
| 16.2 | PAGE 132 | |||||
| Information on service contracts of members of Administrative and Management bodies |
||||||
| 16.3 | PAGE 132 | |||||
| Information on the Audit Committee and the compensation and Appointment Committee |
||||||
| 16.4 | PAGE 133 | |||||
| Corporate governance regime |
| Duties the renewal of | ||||
|---|---|---|---|---|
| which will be proposed | ||||
| Date of | to the next Ordinary annual meeting of the |
|||
| Name | Term in Office | expiration | First appointment date | Shareholders |
| Chairman of the | ||||
| Board of Directors | ||||
| and Chief Executive | ||||
| Denis Kessler | Officer | 2011 (*) | 4 November 2002 | To be determined (3) |
| Carlo Acutis | Director | 2011 (*) | 15 May 2003 | To be determined (3) |
| Gérard Andreck | Director | 2011 (*) | 18 March 2008 (1) | To be determined (3) |
| Allan Chapin | Director | 2011 (*) | 12 May 1997 | To be determined (3) |
| Peter Eckert | Director | 2011 (*) | 15 April 2009 | To be determined (3) |
| Daniel Havis | Director | 2011 (*) | 18 November 1996 (2) | To be determined (3) |
| Daniel Lebègue | Director | 2011 (*) | 15 May 2003 | To be determined (3) |
| André Lévy-Lang | Director | 2011 (*) | 15 May 2003 | To be determined (3) |
| Médéric Prévoyance | Director | 2011 (*) | 15 April 2009 | To be determined (3) |
| Monica Mondardini | Director | 2014 (*) | 28 April 2010 | N/A |
| Luc Rougé | Director | 2011 (*) | 24 May 2007 | To be determined (3) |
| Herbert Schimetschek | Director | 2011 (*) | 15 May 2003 | To be determined (3) |
| Jean-Claude Seys | Director | 2011 (*) | 15 May 2003 | To be determined (3) |
| Claude Tendil | Director | 2011 (*) | 15 May 2003 | To be determined (3) |
| Daniel Valot | Director | 2011 (*) | 15 May 2003 | To be determined (3) |
| 9 May 1994 (Director) | To be determined (3) | |||
| Georges Chodron de | 15 May 2003 (Non | |||
| Courcel | Non-Voting Director | 2011 (*) | Voting Director) | |
(*) 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) Cooptation with ratification voted on by the Joint General Shareholders' Meeting of 12 May 1997.
(3) To be determinded prior to the Ordinary Shareholders' Meeting of 4 May 2011.
To our knowledge, there are no service agreements involving the members of the administrative or senior management bodies 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 organisation 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.fr).

| 17.1 | PAGE 136 | ||
|---|---|---|---|
| Number of employees | |||
| 17.2 | PAGE 137 | ||
| Information on shareholdings and stock options or Company stock purchases by members of Administrative and Management bodies |
|||
| 17.3 | PAGE 143 | ||
| Plans providing employee participation in Company | |||
| 17.4 | PAGE 149 | ||
| Defined pension schemes |
The total number of employees increased from 1,790 as of 31 December 2009 to 1,822 as of 31 December 2010. The distribution of personnel is uniform over the various geographical areas to meet strategic principles of the Group.
The following table shows the distribution of employees by geographic area and by entity(1):
| 2010 | 2009 | 2008 | |
|---|---|---|---|
| Paris | 631 | 581 | 592 |
| New-York | 306 | 306 | 299 |
| Zurich | 253 | 256 | 249 |
| Köln | 202 | 206 | 232 |
| London | 149 | 144 | 134 |
| Singapore | 124 | 118 | 110 |
| TOTAL excluding ReMark | 1,665 | 1,611 | 1,616 |
| ReMark (2) | 157 | 179 | 154 |
| TOTAL | 1,822 | 1,790 | 1,770 |
| 2010 | 2009 | 2008 | |
|---|---|---|---|
| SCOR Global P&C | 656 | 905 | 905 |
| SCOR Global Life | 452 | 510 | 517 |
| SCOR Global Investments(4) | 39 | 25 | - |
| Group Functions and Support | 518 | 171 | 194 |
| TOTAL excluding ReMark | 1,665 | 1,611 | 1,616 |
| ReMark (2) | 157 | 179 | 154 |
| TOTAL | 1,822 | 1,790 | 1,770 |
(1) The headcount is calculated based on the number of employees as of 31 December 2010.
(2) SCOR Global Life SE controls 100% of the capital of ReMark. ReMark acquired ESG in May 2009. Due to its specific activity, ReMark is managed independently from the Group in terms of human resources.
(3) Since 2010, the headcounts are calculated according to the division (the highest hierarchical link), in accordance with the organization of the group. The division "Group Functions and Support" includes the Group financial, risks and operations departments as well as the departments managed by the Chairman.
(4) SCOR Global Investments (100% subsidiary of SCOR SE) was created in February 2009 with the transfer of the employees dedicated to asset management.
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 31/12/2010 |
|---|---|
| Mr. Denis Kessler | 339,790 |
| Mr. Carlo Acutis | 12,000 |
| Mr. Gérard Andreck | 620 |
| Mr. Allan Chapin | 1,645 |
| M. Peter Eckert | 426 |
| Mr. Daniel Havis | 2,000 |
| Mr. Daniel Lebègue | 1,547 |
| Mr. André Lévy Lang | 20,441 |
| Mr. Guillaume Sarkozy, representing Médéric Prévoyance(1) |
0 |
| Mrs. Monica Mondardini | 100 |
| Mr. Luc Rougé | 1 |
| Mr. Herbert Schimetschek | 2,388 |
| Mr. Jean-Claude Seys | 9,294 |
| Mr. Claude Tendil | 2,110 |
| Mr. Daniel Valot | 4,778 |
| Non voting Director | |
| Mr. Georges Chodron de Courcel | 3,489 |
| 400,629 |
(1) Médéric Prévoyance holds, as at the date of this Registration Document, 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 2010.
| Directors and officers | |
|---|---|
| Operations made in 2010 for a greater amount than EUR 5,000 |
|
| M. Denis Kessler | None |
| M. Carlo Acutis | None |
| M. Gérard Andreck | None |
| M. Allan Chapin | None |
| M. Peter Eckert | None |
| M. Daniel Havis | None |
| M. Daniel Lebègue | None |
| M. André Lévy Lang | None |
| Payment of the dividend in shares for | |
| Médéric Prévoyance | a total amount of EUR 3,913,168 |
| Mme. Monica Mondardini | None |
| M. Luc Rougé | None |
| M. Herbert Schimetschek | None |
| Acquisition of shares for a price of | |
| EUR 15 per share and for a total | |
| M. Jean-Claude Seys | amount of EUR 12,000 |
| M. Claude Tendil | None |
| M. Daniel Valot | None |
| Censeur | |
| M. Georges Chodron de Courcel | None |
The following table presents the stock option plans and stock purchase plans which benefit members of COMEX and company executives as of 31 December 2010.
| Number of stock options |
Potential | |||||
|---|---|---|---|---|---|---|
| Options | underlying | Price | transaction | |||
| exercised | shares | Date of plans | (EUR) | volume (EUR) | Exercise 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 | |
| - | 46,981 | 09/16/2005 | 15.90 | 746,998 | 09/16/2009 to 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 | 14.92 | 1,864,625 | 03/22/2019 | |
| 03/19/2014 to | ||||||
| - | 125,000 | 03/18/2010 | 18.40 | 2,300,000 | 03/18/2020 | |
| TOTAL | 578,643 | 10,203,087 | ||||
| Julien | 11/25/2013 to | |||||
| Carmona | - | 48,000 | 11/25/2009 | 17.12 | 821,616 | 11/24/2019 |
| - | 48,000 | 03/18/2010 | 18.40 | 883,200 | 03/19/2014 to 03/18/2020 |
|
| TOTAL | 96,000 | 1,704,816 | ||||
| Frieder | 12/15/2010 to | |||||
| 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 | 14.92 | 223,755 | 03/22/2019 | |
| - | 32,000 | 03/18/2010 | 18.40 | 588,800 | 03/19/2014 to 03/18/2020 |
|
| TOTAL Benjamin |
72,000 | 1,243,405 | ||||
| Gentsch | - | 50,000 | 09/13/2007 | 17.58 | 879,000 | 09/13/2011 to 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 | 14.92 | 477,440 | 03/22/2019 | |
| 03/19/2014 to | ||||||
| - | 40,000 | 03/18/2010 | 18.40 | 736,000 | 03/18/2020 | |
| TOTAL | 146,000 | 2,467,560 | ||||
| Paolo De | 09/13/2011 to | |||||
| 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 | 14.92 | 716,160 | 03/22/2019 | |
| 03/19/2014 to | ||||||
| - | 48,000 | 03/18/2010 | 18.40 | 883,200 | 03/18/2020 | |
| TOTAL | 182,000 | 3,041,040 | ||||
| 09/15/2010 to | ||||||
| Gilles Meyer | - | 12,550 | 09/14/2006 | 18.30 | 229,665 | 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 | |
| 03/23/2013 to | ||||||
| - | 48,000 | 03/23/2009 | 14.92 | 716,160 | 03/22/2019 | |
| Options | Number of stock options underlying |
Price | Potential transaction |
|||
|---|---|---|---|---|---|---|
| exercised | shares | Date of plans | (EUR) | volume (EUR) | Exercise period 03/19/2014 to |
|
| - | 48,000 | 03/18/2010 | 18.40 | 883,200 | 03/18/2020 | |
| TOTAL | 174,550 | 2,919,105 | ||||
| 09/04/2005 to | ||||||
| Victor Peignet | - | 2,075 | 09/04/2001 | 185.10 | 384,083 | 09/03/2011 |
| 10/04/2005 to | ||||||
| - | 52 | 10/03/2001 | 131.10 | 6,817 | 10/02/2011 | |
| - | 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 | |
| 09/16/2009 to | ||||||
| - | 20,880 | 09/16/2005 | 15.90 | 331,992 | 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 | |
| 05/22/2012 to | ||||||
| - | 36,000 | 05/22/2008 | 15.63 | 562,680 | 05/21/2018 | |
| - | 48,000 | 03/23/2009 | 14.92 | 716,160 | 03/23/2013 to 03/22/2019 |
|
| 03/19/2014 to | ||||||
| - | 48,000 | 03/18/2010 | 18.40 | 883,200 | 03/18/2020 | |
| TOTAL | 234,386 | 4,300,887 | ||||
| Philippe | 09/15/2010 to | |||||
| 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 | 05/22/2008 | 15.63 | 156,300 | 10/09/2012 to 09/09/2018 |
|
| 03/23/2013 to | ||||||
| - | 12 000 | 03/23/2009 | 14.92 | 179,004 | 03/22/2019 | |
| 03/19/2014 to | ||||||
| - | 40,000 | 03/18/2010 | 18.40 | 736,000 | 03/18/2020 | |
| TOTAL | 82,459 | 1,438,504 | ||||
| François de | 09/16/2009 to | |||||
| Varenne | - | 7,308 | 09/16/2005 | 15.90 | 116,197 | 09/15/2015 |
| - | 15,688 | 09/14/2006 | 18.30 | 287,090 | 09/15/2010 to 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 | 14.92 | 477,440 | 03/22/2019 | |
| - | 40,000 | 03/18/2010 | 18.40 | 736,000 | 03/19/2014 to 03/18/2020 |
|
| TOTAL | 138,996 | 2,343,447 | ||||
| GENERAL TOTAL |
1,705,034 | 29,661,851 |
Reminder of the specific award conditions applicable to the Corporate Officer in respect of the principles AFEP / MEDEF:
The Board of Directors of April 3, 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 Corporate Officer is also required to refrain from hedging his risk.
The options granted during financial year ended 31 December, 2003 and after are options to subscribe stocks. The options granted during financial year ended 31 December, 2001 are options to purchase 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 on 18 March 2010 are subject to the satisfaction of performance conditions. However all the options allocated on 23 March 2009 and 18 March 2010 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 3 March 2010 and 5 March 2009 under number n. D.10-0085 and D.09- 0099 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 ) |
376,000 | 18.40 | 18 March 2010 and 12 October 2010 |
| Number of shares underlying the stock options held on the issuer and on the companies referred to above and exercised during the financial year by the ten employees of the issuer or these companies, whose number of options thus purchased or subscribed is the highest (aggregate information) |
70,586 | 13.42 | 25 August 2004 and 16 September 2005 and 14 September 2006 |
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.
The table below presents the share allocation plans awarded to the members of the Executive Committee on 31 December 2010:
| Plan | Share award rights |
Price per 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 | - | - | 03/17/2011 | |
| 2010 Plan | 125,000 | - | - | 03/03/2012 | |
| TOTAL | 550,000 | 4,898,613 | |||
| Julien Carmona | 2009 Plan | 48,000 | - | - | 11/26/2011 |
| 2010 Plan | 48,000 | - | - | 03/03/2012 | |
| TOTAL | 96,000 | - | |||
| 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 | 05/08/2012 |
| Price per | |||||
|---|---|---|---|---|---|
| Plan | Share award rights |
share (EUR) |
Transaction (EUR) |
Transfer date |
|
| 2009 Plan | 15,000 | - | - | 03/17/2013 | |
| 2010 Plan | 32,000 | - | - | 03/03/2014 | |
| TOTAL | 72,000 | 398,500 | |||
| 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 | - | - | 03/17/2013 | |
| 2010 Plan | 40,000 | - | - | 03/03/2014 | |
| TOTAL | 146,000 | 1,179,700 | |||
| 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 | - | - | 03/17/2013 | |
| 2010 Plan | 48,000 | - | - | 03/03/2014 | |
| TOTAL | 182,000 | 1,390,300 | |||
| 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 | - | - | 03/17/2011 | |
| 2010 Plan | 48,000 | - | - | 03/03/2012 | |
| TOTAL | 174,000 | 1,265,460 | |||
| 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 | - | - | 03/17/2011 | |
| 2010 Plan | 48,000 | - | - | 03/03/2012 | |
| TOTAL | 230,000 | 2,190,835 | |||
| 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 | - | - | 03/17/2011 | |
| 2010 Plan | 40,000 | - | - | 03/03/2012 | |
| TOTAL | 82,000 | 466,000 | |||
| 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 | |
| 2008 Plan | 24,000 | 17.55 | 421,200 | 05/08/2010 | |
| 2009 Plan | 32,000 | - | - | 03/17/2011 | |
| 2010 Plan | 40,000 | - | - | 03/03/2012 | |
| TOTAL | 138,000 | 1,073,590 | |||
| GENERAL TOTAL | 1,670,000 | 12,862.998 |
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 on 2 March 2010 are subject to the satisfaction of performance conditions. However all the shares allocated on 16 March 2009 and on 2 March 2010 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 3 March 2010 and 5 March 2009 under number n. D.10-0085 and D.09-0099 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 Board of Directors of April 3, 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 Corporate Officer is also required to refrain from hedging his risk.
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 15 April 2009, the General Shareholder's meeting of the Board of Directors had authorized, in its twenty second resolution, 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.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 authorisation is given for a period of eighteen months from 15 April 2009.
On 28 April 2010, the General Shareholder's meeting of the Board of Directors had authorized, in its nineteenth resolution, the 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.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 authorisation is given for a period of eighteen months from 28 April 2010.
The Board of Directors of 2 March 2010, on the proposal of the Compensation and Nominations Committee of 9 February 2010, decided to allocate stock options to Partners, to members of the COMEX and to the Chairman and Chief Executive Officer.
The Partnership gathers key executives, managers, experts, and high potentials formally identified across the Group. Partners are given specific responsibilities in terms of significant achievements, high impact project management and/or leadership. Therefore, they benefit from a specific and selective programme in terms of information sharing, career development and compensation schemes. Partners represent approximately 25 % of the total number of staff.
The Board of Directors of 2 March 2010 allocated, on 18 March 2010, 1,378,000 stock options on the basis of the authorisation of the Shareholders meeting of 15 April 2009 in its twenty second resolution.
Those options can be exercised at the earliest 4 years after the grant date, if the presence condition is respected. The stock options can be exercised on one or more occasions from 19 March 2014 to 18 March 2020 inclusive. From this date, the purchase right shall expire.
The exercise of all of the stock options allocated to the Chairman and Chief Executive Officer (and the ones allocated to the other members of the Executive Committee) and half of the options allocated to the other beneficiaries, are subject to performance conditions.
The exercise of options is conditioned, in addition to the presence conditions, by three out of the four conditions outlined below:
In addition to the conditions reminded above, 20% of the stock options allocated to the Chairman and Chief Executive Officer (and the ones allocated to the members of the Executive Committee) are subject to another performance condition : the SCOR group's financial strength rating of AM Best must have increased to "A" before March 2011.
On the basis of the authorisation of the Shareholders meeting of 28 April 2010 in its nineteenth resolution, the Board of Directors of 28 April 2010 decided to grant stock options to some employees hired after 2 March 2010. Following this decision, 37,710 stock options were allocated on 12 October 2010 to 20 Partners (non-member of the Executive Committee).
Those options can be exercised at the earliest 4 years after the grant date, if the presence condition is respected. The exercise price is calculated without discount, based on the weighted average of the opening date of the 20 trading days preceding the decision to award the stock options.
The exercise of half of the options granted is subject to the same performance conditions as those decided for the 18 March 2010 Plan (for the description of the performance conditions, refer to 17.3.1 – Stock option plan – Specific allocation of stock options).
The table below presents the total number of stock options allocated in 2009 and 2010 by category of beneficiary within the Group :
| Total number of stock options allocated in 2010 |
Total number of beneficiaries in 2010 |
Total number of stock options allocated in 2009 |
Total number of beneficiaries in 2009 |
|
|---|---|---|---|---|
| Corporate Officer | 125,000 | 1 | 125,000 | 1 |
| Members of the Executive Committee |
344,000 | 8 | 270,000 | 7 |
| Partners | 946,710 | 327 | 1,097,000 | 369 |
| Total | 1,415,710 | 336 | 1,492,000 | 377 |
A table showing features of the SCOR stock option plans is found in Section 20.1.6 – Notes to the consolidated income statements, Note 18 - Stock options and share awards.
Refer also to Section 20.1.6 – Notes to the Consolidated income Statements, Note 17 - Provisions for employee benefits.
On 15 April 2009, the Shareholder's Meeting, in its twenty third resolution, had authorised the Company's Board of Directors to make, on one or more occasions, to the employees and directors and officers defined by law, or to some of them, 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 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 authorisation 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 Board of Directors of the Company will have the authority to increase the lengths of the acquisition period and the holding obligation period.
This authorisation is given for a period of eighteen months from 15 April 2009.
On 28 April 2010, the Shareholder's Meeting of the Company, in its twentieth resolution, had authorised the Company's Board of Directors to make, on one or more occasions, to the employees and directors and officers defined by law, or to some of them, 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 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 authorisation 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 Board of Directors of the Company will have the authority to increase the lengths of the acquisition period and the holding obligation period.
This authorisation is given for a period of eighteen months from 28 April 2010.
On the proposal of the Compensation and Nominations Committee, the Board of Directors decided to grant on 2 March 2010, 210 free shares to each employee non Partner of SCOR Group on the basis of the authorisation of the General Shareholders' meeting of April 15th 2009.
The conditions of the plan are similar to those usually decided by the Group with a vesting period of 2 years for the tax residents of France (and an obligation to retain shares for a period of 2 years from the end of the vesting), and of 4 years for the beneficiaries not tax residents of France.
The Board of Directors of 2 March 2010, on the proposal of the Compensation and Nominations Committee of 9 February 2010, decided to make an exceptional grant of free shares to Partners, to the members of the COMEX and to the Chairman and Chief Executive Officer.
The Board of Directors of 2 March 2010, on the basis of the authorisation of the Shareholders meeting of 15 April, 2009, in its twenty second resolution, decided to allocate 125,000 performance shares to the Chairman and Chief Executive Officer, 344,000 free shares or performance shares to the other members of the Executive Committee and 928,300 free shares or performance shares to the other Partners of the Company.
The conditions of the plan are similar to those usually decided by SCOR (notably as regards to the presence conditions), with a vesting period of 2 years for the tax residents of France (and an obligation to retain shares in a period of 2 years from the end of the vesting), and of 4 years for the beneficiaries not tax resident of France.
All the allocations to the Chairman and Chief Executive Officer (and all the ones of the Executive Committee) and half of the allocations to the other beneficiaries, are subject to the satisfaction of the same performance conditions as those decided for the 18 March 2010 stock option Plan (for the description of the performance conditions, refer to 17.3.1 – Stock option plan – Specific allocation of stock options).
Following the authorisation of the Shareholders Meeting of 28 April 2010 in its twentieth resolution, the Board of Directors of 28 April 2010 decided of the allocation of performance and free shares to some employees hired after 2 March 2010 with the same performance conditions as those set for the 2 March 2010 Plan (for the description of the performance conditions, refer to 17.3.1 – Stock option plan – Specific allocation of stock options). Following this decision, 44,910 free shares and performance shares were allocated on 12 October 2010 to 20 Partners (non-members of the Executive Committee).
Half of these allocations are subject to the satisfaction of the same performance conditions as those set for the 18 March 2010 Plan (for the description of the performance conditions, refer to 17.3.1 – Stock option plan – Specific allocation of stock options).
Following the authorization of the Shareholders Meeting of 28 April 2010, and as proposed by the Compensation and Nominations Committee, the Chairman and Chief Executive Officer, acting upon delegation by the Board of Directors held on 28 April 2010, decided on 17 December 2010 to award free shares to employees of SOLAREH SA. Following this decision, 6,120 free shares were allocated to 25 employees on 17 December 2010.
The conditions of this plan are similar to those usually decided by the SCOR Group with a vesting period of 2 years for the tax residents of France (and an obligation to retain shares for a period of 2 years from the end of the vesting), and of 4 years for the beneficiaries not tax residents of France.
The table below presents the total number of shares allocated in 2009 and 2010 by category of beneficiary within the Group :
| Total number of shares allocated in 2010 |
Total number of beneficiaries in 2010 |
Total number of shares allocated in 2009 |
Total number of beneficiaries in 2009 |
|
|---|---|---|---|---|
| Corporate Officer | 125,000 | 1 | 125,000 | 1 |
| Members of the Executive Comittee |
344,000 | 8 | 270,000 | 7 |
| Partners | 973,210 | 353 | 1,103,300 | 376 |
| Non Partners | 221,160 | 1,049 | 215,400 | 1,077 |
| Total | 1,663,370 | 1,411 | 1,713,700 | 1,461 |
The following table shows the free stock award plans currently in force within the Group:
| Shareholders meeting and 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 of 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 of 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 of 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 of 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 of 2 March 2012 Performance conditions |
Treasury shares |
| 15 Apri 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 of 2 March 2012 |
Treasury shares |
| 15 April 2009 2 March 2010 |
148,260 | From March 2nd, 2010 to 2 March 2014 included No holding period |
706 | 2,100 | Requirement of presence at the company as of 2 March 2012 |
Treasury shares |
| Shareholders meeting and 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 Apri 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 of 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 of 25 November 2011 Performance conditions |
Treasury shares |
| 15 April 2009 15 April 2009 |
30,500 | From April 15th, 2009 to 15 April 2011 included 2 years |
18 | 21,000 | Requirement of presence at the company as of 15 April 2011 Performance conditions |
Treasury shares |
| 15April 2009 15 April 2009 |
85,500 | From 15April 2009 to 15 April 2013 included No holding period |
50 | 25,000 | Requirement of presence at the company as of 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 of 16 March 2011 Performance conditions |
Treasury shares |
| 7 May 2008 16March 2009 |
694,000 | From 16March 2009 to 16 March 2013 No holding period |
189 | 193,000 | Requirement of presence at the company as of 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 of 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 of 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 of 15 August 2010 Performance conditions |
Treasury shares |
| 7 May 2008 26 August 2008 |
771,500 | From 26August 2008 to 26 August 2012, included / No holding period |
244 | 110,000 | Requirement of presence at the company as of 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 of 30 April 2010 Performance conditions |
Treasury shares |
| Shareholders meeting and 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 |
|---|---|---|---|---|---|---|
| 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 of 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 of 30 April 2009 |
Treasury shares |
Refer also to Section 20.1.6 – Notes to the consolidated financial statements, Note 17 - Provisions for employee benefits.
During the exercise 2010, 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 253,500 shares. Those rights concerned the Free Share Plan of 7 May 2008 and 26 August 2008 whose transfer occurred on 8 May 2010 and 27 August 2010 for the tax residents of France.
For the list of the stock options plans currently in force within the the Group refer to Annexe A – 1.5.Notes to the Corporate income 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 of 31 December 2010
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 28 April 2010, the Combined Shareholders' Meeting of the Company in its twenty 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 authorisation replaces the authorisation granted by the General Shareholders' Meeting of 15 April 2009.
As of the date of the Registration Document, the Company's Board of Directors has not exercised this authorisation. This authorisation was granted for a period of eighteen months as of the date of the Combined Shareholders' Meeting on 28 April 2010.
Several defined contributions and benefits pensions schemes are settled in the Group and presented below.
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 | Retirement Savings Plan (401k plan) | 2 | 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. |
|
| Retirement Savings Plan (Defined Contribution Retirement Programme) |
Defined Contribution Retirement Programme (Employer funding varies by employee depending on age and service) |
|||
| United Kingdom | Stakeholder Pension Scheme 1 | |||
| Stakeholder Pension Scheme 2 | 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. |
|||
| Personal Pension Scheme 1 | 5 | |||
| Personal Pension Scheme 2 | ||||
| Personal Pension Scheme 3 |
COMEX members benefit from collective pension plans that are in place in their own entity and do not have any specific scheme.
The following table provides an overview of the primary defined benefits pension schemes in place in the Group.
| Country | Scheme Identification | Number of schemes |
Benefit related description | |
|---|---|---|---|---|
| France | "Indemnités de fin de carrière", "Indemnités de Départ à la Retraite", "Congés Fin de Carrière" |
4 | 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 |
|||
| Switzerland | Pension | 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 | 3 | Payment of the pension benefits is based on the duration of affiliation to the Pension Scheme. |
|
| Pension | 3 | 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 of ensuring provisions in case of an employee's death |
||
| United States | Pension | The amount of annual benefit is paid at Normal Retirement Date in monthly instalments 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 |
(1) This scheme regroups a limited number of beneficiaries (with an executive status). It was closed to new entrants as of 30 June 2008.
COMEX 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 COMEX members hired before 30 June 2008.

| 18.1 | PAGE 153 | ||||
|---|---|---|---|---|---|
| Significant shareholders known to SCOR | |||||
| 18.2 | PAGE 156 | ||||
| Negative statement as to the absence of differences between the voting rights of various shareholders |
|||||
| 18.2 | PAGE 156 | ||||
| Direct or indirect control by one shareholder | |||||
| 18.4 | PAGE 156 | ||||
| Agreement which could result in a subsequent change in control |
Share capital structure and voting rights in the Company to the knowledge of SCOR (on the basis of a study of identifiable share bearers ("Titres aux Porteurs Identifiables" – "TPI") conducted by the Company as at 31 December 2010):
| As at 31 December 2010 | Number of 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 % |
| Groupe Malakoff (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 the Company's 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 2010 or that is linked to the Board of Directors.
Share capital structure and voting rights in the Company to the knowledge of SCOR on the basis of a study of identifiable share (titres aux porteurs identifiables – TPI) conducted by the Company as at 31 December 2009:
| As at 31 December 2009 | Number of shares | % of capital | % voting rights (1) |
|---|---|---|---|
| Patinex AG (2) | 14,000,000 | 7.56% | 7.84% |
| Alecta Kapitalförvaltning AB (2) | 12,500,000 | 6.75% | 7.00% |
| BlackRock Fund Advisors (formerly Barclays Global) (2) |
8,705,200 | 4.70% | 4.87% |
| Groupe Malakoff (2) | 5,529,100 | 2.99% | 3.10% |
| Générali Investments France S.A. (2) | 4,191,600 | 2.26% | 2.35% |
| Amundi Asset Management (2) | 3,908,300 | 2.11% | 2.19% |
| LSV Asset Management (2) | 3,889,100 | 2.10% | 2.18% |
| Treasury shares | 6,599,717 | 3.56% | 0.00% |
| Employees | 2,661,700 | 1.44% | 1.49% |
| Others | 123,228,314 | 66.53% | 68.98% |
| TOTAL | 185,213,031 | 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.
Share capital structure and voting rights in the Company to the knowledge of SCOR on the basis of a study of identifiable share (titres aux porteurs identifiables – TPI) conducted by the Company as at 31 December 2008:
| As at 31 December 2008 | Number of shares | % of capital | % voting rights (1) |
|---|---|---|---|
| Patinex AG (2) | 14,000,000 | 7.60% | 7.81% |
| Alecta Kapitalförvaltning AB (2) | 10,060,800 | 5.46% | 5.61% |
| Groupe Malakoff (2) | 5,529,100 | 3.00% | 3.08% |
| Marathon Asset Management, LLP (3) | 4,738,900 | 2.57% | 2.64% |
| Credit Suisse Asset Management (2) | 4,585,700 | 2.49% | 2.56% |
| Silchester International Investors (3) | 4,558,500 | 2.48% | 2.54% |
| Treasury shares | 4,904,551 | 2.66% | 0.00% |
| Employees | 1,400,944 | 0.76% | 0.78% |
| Others | 134,368,907 | 72.97% | 74.96% |
| TOTAL | 184,246,437 | 100% | 100% |
(1) The percentage of voting rights is determined on the basis of the number of shares at closure, excluding shares deprived of voting rights.
(2) Source: TPI and Ipreo.
(3) Source: TPI and Ipreo – shareholders via mutual funds and other investment funds.
To the Company's 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 2009 and 31 December 2008.
The Company 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 | December | December | December |
|---|---|---|---|---|
| 2007 | 2008 | 2009 | 2010 | |
| Number of shareholders | 36,892 | 31,000 | 29,049 | 26,037 |
No agreement or clause stipulating preferential terms for the sale or purchase of shares listed for trading on a regulated market, or for which an application for listing has been filed, and representing at least 0.5% of the Company's share capital or voting rights has been transmitted to the AMF.
To the Company's knowledge, there is no shareholders' agreement or action in concert. No transactions have taken place among senior managers, directors, or officers, and shareholders holding more than 2.5% of the share capital (or of the company controlling them) and the Company, on terms other than arm's length terms.
On 28 October 2008, Malakoff Médéric declared that, on 24 October 2008, it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 5,258,103 shares representing 52,581,030 voting rights, or 2.86% of the capital and 2.98% of voting rights in SCOR.
On 26 November 2008, Malakoff Médéric declared that, on 19 November 2008, it had exceeded the registered thresholds of 3% of the capital and voting rights in SCOR and that it held 5,529,075 shares representing 55,290,750 voting rights, or 3% of the capital and 3.09% of voting rights in SCOR.
On 8 December 2008, Silchester International Investors Limited declared that it had exceeded the registered thresholds of 3% of the capital and voting rights in SCOR and that it held 6,336,360 shares representing 63,363,600 voting rights, or 3.44% of the capital and 3.44% of voting rights in SCOR.
On 10 December 2008, Edmond de Rothschild Asset Management declared it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it holds 4,398,813 shares representing 43,988,130 voting rights, or 2.39% of the capital and 2.45% of voting rights in SCOR.
On 13 January 2009, Silchester International Investors Limited declared that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held, on behalf of its clients, 4,558,409 shares representing 4,558,409 voting rights, or 2.48% of the capital and 2.54% of voting rights in SCOR.
On 6 April 2009, BNP Paribas declared that, on 6 April 2009, it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held, on behalf of its clients, 8,154,783 shares representing 8,154,783 voting rights, or 4.43% of the capital and 4.56% of voting rights in SCOR.
On 20 May 2009, Natixis Asset Management declared that, on 11 May 2009, it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held, on behalf of its clients, 5,889,078 shares representing 5,889,078 voting rights, or 3.20% of the capital and 3.28% of voting rights in SCOR and, on 3 July 2009, Natixis Asset Management declared that, on 30 June 2009, it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 2,054,851 shares representing 2,054,851 voting rights, or 1.12% of the capital and 1.14 % of voting rights in SCOR.
On 27 October 2009, Barclays Global Investors UK Holding Ltd declared that, on 11 September 2009, Barclays Global Investors Limited, Barclays Global Investors N.A., Barclays Global Fund Advisors and Barclays Global Investors (Deutschland AG), portfolio management companies wholly owned by Barclays Global Investors UK Holding Ltd (controlled by Barclays PLC) had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that they held 5,085,731 shares representing 5,085,731 voting rights, or 2.76% of the capital and 2.83 % of voting rights in SCOR.
On 24 November 2009, Barclays Global Investors UK Holding Ltd declared that, on 19 November 2009, Barclays Global Investors Limited, Barclays Global Investors N.A., Barclays Global Fund Advisors and Barclays Global Investors (Deutschland AG), portfolio management companies wholly owned by Barclays Global Investors UK Holding Ltd (controlled by Barclays PLC) had exceeded the legal thresholds of 5% of the capital and voting rights in SCOR and that they held 9,266,490 shares representing 9,266,490 voting rights, or 5.03% of the capital and 5.16 % of voting rights in SCOR.
On 8 December 2009, BlackRock Inc., on behalf of funds and its clients, declared that, on 1st December 2009, it had exceeded the registered thresholds of 5% of the capital and voting rights in SCOR 5% and that it held, on behalf of such funds and clients, 13,033,371 shares representing 13,033,371 voting rights, or 7.08% of the capital and voting rights in SCOR. Such excess in threshold results from the acquisition, by BlackRock Inc. of Barclays Global Investor from Barclays Plc on 1st December 2009.
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 1st 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 2.4879% 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 tresholds 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.
As at 31 December 2010:
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.

Related party transactions entered into 2010 as defined articles L.225-38 et seq. of the French commercial code
Related party transactions entered into in past years, which were continued or terminated in the 2010 financial year
19.3 PAGE 166 Special report of the auditors on related party agreements and commitments
At its meeting of 3 November 2009, the Company's Board of Directors authorised, pursuant to Article 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 commitments, 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 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 2010 financial year..
The Director concerned is Mr. Denis Kessler.
Authorisation to execute an engagement letter between SCOR SE and BNP Paribas with regard to a contemplated acquisition
At its meeting of 2 March 2010, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature by SCOR SE, with regard to a contemplated acquisition of 100% of the shares of a company, an engagement letter for a mission of financial advice with BNP Paribas, for a period of 9 months. The remuneration conditions provided for in this letter are in line with market standards for this type of transactions.
This engagement letter was concluded on 26 April 2010. It gave rise to no payment during the 2010 financial year.
The Director concerned is Mr. Denis Kessler.
Authorisation to issue a First Demand Guarantee within the framework of the Stand-By Letter of Credit Facility Agreement with Société Générale
At its meeting of 2 March 2010, the Company's Board of Directors authorised, 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 millions plus interests, costs and accessoiries as a guarantee of the commitments of de SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG and SCOR Rückversicherung (Deutschland) AG
The companies party to this agreement 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. It gave rise to no payment during the 2010 financial year.
The Directors concerned by this agreement, within their quality of members of the Board of SCOR Switzerland AG, are Messrs. Denis Kessler, Jean-Claude Seys and Peter Eckert.
At its meeting of 28 April 2010, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature by SCOR SE, of an amendment to the opening contract for accessible credit through the issue of a credit letter ("Facility Agreement") concluded on 23 December 2008 with BNP Paribas, in order to:
update the regulatory references with regard to the pledge of financial instruments.
The guarantees that are to be granted by SCOR SE or the companies of the Group party to this agreement as amended and requesting the issuance of a letter of credit, remain as provided by the agreement dated 23 December 2008.
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.
The amendment to the Facility Agreement was signed on 24 June 2010 and gave rise to the payment of up-front fees of USD 150,000 and EUR 100,000 during the 2010 financial year.
The Director concerned by this agreement is Mr. Denis Kessler.
At its meeting of 28 April 2010, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the sale by SCOR SE to SCOR Global P&C SE of 100% of the shares of SCOR Reinsurance Asia Pacific Pte, a Singaporian subsidiary.
This transaction was completed on 13 December 2010 for a price of EUR 260,425,266 which corresponds to the market value of 100% of the shares of SCOR Reinsurance Asia Pacific Pte.
The Directors concerned by this agreement are Messrs Denis Kessler and Daniel Valot.
Authorisation to conclude an amendment to the retrocession agreement signed by SCOR SE and SCOR Global Life SE on 4 July 2006
In 2006, despite SCOR SE spininng 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 SE for maintaining the aggregate Group's solvency and confirming 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 organisation of the Group.
The signature of the retrocession framework agreement between SCOR SE and SCOR Global Life SE (then named SCOR Vie) was authorised 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 maintan 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 No. 2 to the retrocession agreement dated 4 July 2006, for the purpose of excluding from the retroceded business, with retroactive effect as 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 authorised 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 UK reorganisation, 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.
At its meeting of 28 July 2010, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature, of an amendment n°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:
The amendment n°3 was executed on 21 December 2010 with retroactive effect from 1 January 2010 and gave rise to the payment of EUR 10.7 million to SCOR SE during the 2010 financial year.
The Director concerned by this agreement is Mr. Denis Kessler.
At its meeting of 28 July 2010, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, (i) the signature by SCOR SE of a contribution agreement with its wholly owned subsidiary SCOR US Corporation and (ii) the completion by SCOR SE of the contribution in kind of 100% of the shares of GSNIC to its subsidairy SCOR US Corporation in consideration for the issue of 392 new shares by the latter. This increase in capital by contribution in kind, of an amount of EUR 103 million, was completed on 1 October 2010.
The Director concerned by this agreement is Mr. Denis Kessler.
At its meeting of 2 November 2005, the Board of Directors of the Company authorised, 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") and 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 deferred acquisition costs).
The transaction was submitted to the Department of Insurance of the State of Texas (United States of America) 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 finalised at the end of December 2005.
At its meeting of 7 November 2006, the Board of Directors authorised, 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's 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.
At its meeting of November 7, 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 December 19, 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 commitments 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 favor 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 2010 financial year.
The Director concerned by this agreement is Mr. Denis Kessler.
At its meeting of 16 September 2010, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature by SCOR SE, with regard to a contemplated acquisition, an engagement letter for a mission of financial advice with BNP Paribas, for a period of 9 months. The remuneration conditions provided for in this letter are in line with market standards for this type of transactions.
This engagement letter was executed on 5 November 2010. It gave rise to no payment during the 2010 financial year.
The Director concerned by this agreement is Mr. Denis Kessler.
At its meeting of 4 November 2010, the Company's Board of Directors authorised, 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 with a maximum amount of USD 325 millions dated 23 October 2008, of a first demand guarantee. Pursuant to the terms and conditions of this amendment, executed on 30 November 2010, the amount of the credit facitliy has been increased to USD 575 million.
This first demand 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 Global Life SE, SCOR Global P&C SE and SCOR Switzerland AG.
The companies party to this agreement 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.
The first demand guarantee was signed on 30 November 2010. It gave rise to no payment during the 2010 financial year.
The Directors concerned by this agreement, within their quality of members of the Board of SCOR Switzerland AG, are Messrs. Denis Kessler, Jean-Claude Seys and Peter Eckert.
At its meeting of 3 December 2010, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature by SCOR SE, with regard to a contemplated issuance and placement of subordinated notes, an engagement letter for a mission of financial advice and a subscripion agreement with a bank syndicate including BNP Paribas and an agency agreement with BNP Paribas.
This engagement letter was signed on 28 January 2011 and gave rise to the payment of CHF 1.345 million during the first half of the 2011 financial year.
The Director concerned by this agreement is Mr. Denis Kessler.
In 2006, despite SCOR SE's spin-off 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 authorised 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 reorganisation 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 (SE) 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 January 1 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 No. 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, authorised 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 of April 2009, for these same reasons and taking into account the 2009 UK reorganisation, 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.
At its meeting of 3 December 2010, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature by SCOR SE, of an amendment n°5 to the retrocession agreement signed by SCOR and SCOR Global P&C SE on July 4, 2006.
Therefore, the amendment aims to:
The commitments under this amendment n°5 have a retroactive effect from 1 October 2010. This agreement as modified by the amendments gave rise to the payment of EUR 70.7 million to SCOR SE during the financial year 2010.
The Director concerned by this agreement is Mr. Denis Kessler.
Remuneration of the parent company guarantee granted by SCOR SE to the benefit of the reinsurance subsidiaries and remuneration of the upstream guarantee 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 authorised, pursuant to Article L. 225-38 of the French Commercial Code, the remuneration of the parent company guarantees issued or to be issued by SCOR SE and remuneration of 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 authorization rendered during its 18 March 2008 meeting.
The concerned subsidiaries are as follows:
In Europe: SCOR Global Life SE; SCOR Global P&C SE; SCOR Switzerland AG ; Prévoyance Ré SA ; Irish Reinsurance Partners Ltd (which became SCOR Global P&C Ireland Ltd); SCOR Channel; SCOR Financial Services Ltd; SCOR U.K. Company Ltd; SCOR Perestrakhovaniye.
In the United States and Canada: SCOR Reinsurance Company Ltd (US); General Security Indemnity Company of Arizona; General Security National Insurance Company; SCOR Global Life U.S. Re Insurance Company; SCOR Canada Reinsurance Company; SCOR Global Life Reinsurance Company of America.
In Asia: SCOR Reinsurance Asia-Pacific Pte Ltd; SCOR Reinsurance Company (Asia) Ltd.
In Africa: SCOR Africa Ltd.
The Directors concerned by this agreement were Messrs. Denis Kessler, Daniel Lebègue, Allan Chapin, Peter Eckert, Jean-Claude Seys and Daniel Valot.
At its meeting of 13 November 2007, the Board of Directors authorised 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 2010 financial year.
The Director concerned by this agreement was Mr. Denis Kessler.
The Board of Directors' meeting held on the 18 March 2008 and the 26 August 2008 authorised the signature by its Chief Executive Officer, pursuant to Article L.225-38 of the French Commercial Code, with the power of delegation, the conclusion 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 authorised 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 2010 financial year.
The Directors concerned by this agreement were Denis Kessler, Patrick Thourot, Allan Chapin, Daniel Lebègue and Jean-Claude Seys.
Remuneration of the parent company guarantee conferred by SCOR SE to the benefit of the reinsurance subsidiaries, pursuant to the insurance and reinsurance contracts finalised by the latter.
At its meeting of 18 March 2008, the company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the payment of existing parent company guarantees, drawn up by SCOR SE or of those which could be drawn up in accordance with the agreement granted by the Board of Directors of 28 August 2007, at a rate of 1 for one thousand, based on the amount of the Company's shareholder's equity, of which the agreements are guaranteed from the 1st January 2008.
The concerned subsidiaries are as follows:
In Europe: SCOR Global Life SE; SCOR Global P&C SE; Irish Reinsurance Partners Ltd (which became SCOR Global P&C Ireland Ltd); SCOR Channel; SCOR Financial Services Ltd; SCOR U.K. Company Ltd;
In the United States and Canada: 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; Commercial Risk Re-Insurance Company.
In Bermuda: Commercial Risk Reinsurance Company.
In Asia: Asia-Pacific Pte Ltd; SCOR Reinsurance Company (Asia) Ltd.
The Directors concerned by this agreement were Messrs. Denis Kessler, Patrick Thourot, Daniel Lebègue and Allan Chapin.
At its meeting of 18 March 2008, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the payment of existing upstream parent company guarantees (granted by SCOR Global P&C SE and SCOR Global Life SE) or those which could be drawn up in accordance with the authorisation granted by the Board of Directors of 28 August 2007, at a rate of 1 for one thousand, based on the amount of the Company's shareholder's equity, of which the agreements are guaranteed from the 1 January 2008.
These parent company guarantees, drawn up by SCOR Global P&C SE and SCOR Global Life SE, regard SCOR SE's engagements, pursuant to the insurance contracts, reinsurance contracts and financial contracts.
The Directors concerned by this agreement were Messrs. Denis Kessler and Patrick Thourot.
At its meeting of 18 March 2008, the Company's Board of Directors authorised, conforming to the article L.225-38 of the French Commercial Code, the signature of the company's supplementary pension scheme which has been signed on 15 May 2008.
The aim of this plan is to specify the terms and conditions for the application of an additional pension scheme, put into place by the Company, for the benefit of:
The wage taken into account, in order to calculate the rights, is the average wage of the last five professionally active years, adjusted on the date of departure, according to the development of INSEE's annual average index of the consumer price.
The participant who leaves the Company, in order to enter into retirement, will have the right to a supplemented pension if he/she fulfils the following criteria on the date of his/her departure, and notably:
The Directors concerned by this scheme were Messrs. Denis Kessler and Patrick Thourot.
At its meeting of 26 August 2008, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature of the agreement (the "Facility Agreement"), finalised 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 has been 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 Credit Agreement, BNP Paribas made a credit line available to the above mentioned 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 Credit 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 EU 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 utilisation a number of OATs for an amount equivalent to the value in Euros of 55% of the amount of the new utilisation.
The bank fees stipulated under the Facility Agreement are in line with market standards for this type of transactions.
This Facility Agreement gave rise to the payment of USD 594,776 from SCOR SE to BNP Paribas during the financial year 2010.
The Director concerned by this agreement was Mr. Denis Kessler.
The Board of Directors, at its meeting of 24 May 2007, in accordance with articles L. 225-38 and L. 225-42-1 of the French Commercial Code, and at the recommendation of the Compensation and Nomination Committee, renewed commitments for the benefit of the Chairman and Chief Executive Officer as defined by the Board on 21 March 2006 and as amended by the Board on 12 December 2008, which are described 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 procedures in accordance with Article L. 225-37 of the French Commercial Code - Part I - Conditions for the preparation and organisation of the work of the Board of Directors of the Company-e.
The Director concerned by this agreement was Mr. Denis Kessler.
In our capacity as statutory auditors of your company, we hereby report on certain related party agreements and commitments.
We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements and commitments indicated to us, or we would have identified performing our role. We are not required to comment as to whether they are beneficial or appropriate or to ascertain the existence of any such agreements and commitments. It is your responsibility, in accordance with Article R. 225-31 of the French commercial code (Code de Commerce), to evaluate the benefits resulting from these agreements and commitments prior to their approval.
However, we are required to inform you in accordance with Article R. 225-31 of the French commercial code (Code de Commerce) concerning 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 of 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 authorisation from your Board.
Related person: Denis Kessler as Chairman and Chief Executive Officer of your company and as administrator of BNP Paribas
Authorization to execute an engagement letter between your company and BNP Paribas with regard to a contemplated acquisition
At its meeting of 2 March 2010, the Company's Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the signature by your company, with regard to a contemplated acquisition of 100% of the shares of a company, an engagement letter for a mission of financial advice with BNP Paribas, for a period of nine months. The remuneration conditions provided for in this letter are in line with market standards for this type of transactions.
This engagement letter was concluded on 26 April 2010. It gave rise to no payment during the 2010 financial year from SCOR SE to BNP Paribas.
Authorization to conclude an amendment to the opening contract for accessible credit through the issue of a credit letter signed on 23 December 2008 between SCOR SE and BNP Paribas
At its meeting of 28 April 2010, the Company's Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the signature by your company, of an amendment to the opening contract for accessible credit through the issue of credit letters ("Letters of Credit Facility Agreement") concluded on 23 December 2008 with BNP Paribas, in order to:
The guarantees that are to be granted by your company or the companies of the Group party to this agreement as amended and requesting the issuance of a letter of credit, remain as provided by the agreement dated 23 December 2008.
The companies party to this amendment are SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG, SCOR Rückversicherung (Deutschland) AG (absorbed by SCOR Global Life SE on 19 October 2010) and your company. The other companies within the Group could equally benefit from this agreement as amended.
The amendment to the Facility Agreement was signed on 24 June 2010 and gave rise to the payment of up-front fees of USD 150,000 and EUR 100,000 during the 2010 financial year.
Authorization to execute an engagement letter between your company and BNP Paribas with regard to the acquisition of certain business of a company
At its meeting of 16 September 2010, the Company's Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the signature by your company, with regard to a contemplated acquisition, an engagement letter for a mission of financial advice with BNP Paribas, for a period of nine months. The remuneration conditions provided for in this letter are in line with market standards for this type of transactions.
This transaction was executed on 5 November 2010. It gave rise to no payment during the 2010 financial year.
Authorization to execute an engagement letter and a subscription agreement between your company and a bank syndicate including BNP Paribas and to conclude an agency agreement between your company and BNP Paribas
At 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, with regard to a contemplated issuance and placement of subordinated notes, an engagement letter for a mission of financial advice and a subscription agreement with a bank syndicate including BNP Paribas and an agency agreement with BNP Paribas.
This engagement letter was signed on 28 January 2011 and gave rise to the payment of CHF 1.345 million during the first half of the 2011 financial year.
Denis Kessler as Chairman and Chief Executive Officer of your company and as Chairman of the Board of SCOR Global Life Reinsurance Company of America
Parent company guarantee from your company in favor 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 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 commitments, 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 your company 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 2010 financial year
Denis Kessler as Chairman and Chief Executive Officer of your company and as Chairman of the Board of SCOR Global P&C SE.
Daniel Valot as administrator of your company and administrator of SCOR Reinsurance Asia-Pacific Pte Ltd.
Acquisition of 100% of the shares of SCOR Reinsurance Asia-Pacific Pte by SCOR Global P&C SE from SCOR SE
At its meeting of 28 April 2010, the Company's Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the sale by your company to SCOR Global P&C SE of 100% of the shares of SCOR Reinsurance Asia Pacific Pte Ltd, a Singaporean subsidiary.
This transaction was completed on 13 December 2010 for a price of EUR 260 425 266 which corresponds to the market value of 100% of the shares of SCOR Reinsurance Asia Pacific Pte Ltd.
Denis Kessler as Chairman and Chief Executive Officer of your company and as Chairman of the Board of SCOR Global P&C SE.
Authorization to conclude an amendment to the retrocession agreement signed between your company and SCOR Global P&C SE on 4 July 2006.
In 2006, despite SCOR SE's spin-off of its Non-Life reinsurance operations to SCOR Global P&C SE, your company 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 your company as the retrocessionnaire. These retrocessions back the Group's debt carried by your company 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 your company and SCOR Global P&C SE was authorised 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 reorganisation 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 your company.
On 3 August 2007, SCOR Global P&C SE adopted the form of Societas Europaea (SE) 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 2007 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 your company signed amendment No. 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, authorised, pursuant to Article L.225-38 of the French Commercial Code, the signature of the amendments to the retrocession agreement signed by your company 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 UK reorganisation, 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.
At 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 n°5 to the retrocession agreement signed by SCOR and SCOR Global P&C SE on 4 July 2006.
Therefore, the amendment aims to:
The commitments under this amendment n°5 have a retroactive effect from 1 October 2010 and gave rise to the payment of EUR 70.7 million to your company during the financial year 2010.
Denis Kessler as Chairman and Chief Executive Officer of your company and as Chairman of the Board of SCOR Global Life SE.
Authorization to conclude an amendment to the retrocession agreement signed by your company and SCOR Global Life SE on 4 July 2006
In 2006, despite SCOR SE spininng of its Non-Life reinsurance operations to SCOR Global P&C SE, your company 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 your company as the retrocessionnaire. These retrocessions back the Group's debt carried by your company for maintaining the aggregate Group's solvency and confirming 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 organisation of the Group.
The signature of the retrocession framework agreement between your company and SCOR Global Life SE (then named SCOR Vie) was authorised 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 your company.
In order to maintan 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 your company (termination of the agreement in Singapore and in Canada).
SCOR Global Life SE and your company signed amendment No. 2 to the retrocession agreement dated 4 July 2006, for the purpose of excluding from the retroceded business, with retroactive effect as 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 your company authorised and approved, pursuant to Article L.225-38 of the French Commercial Code, the signature of the amendments to the retrocession contract signed by your company 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 UK reorganisation, 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.
At its meeting of 28 July 2010, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature, of an amendment n°3 to the retrocession agreement signed by your company 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 retroceeding 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 increases costs considerably.
Therefore, the amendment aims to:
The amendment n°3 was executed on 21 December 2010 with retroactive effect from 1 January 2010 and gave rise to the payment of EUR 10.7 million to SCOR SE during the 2010 financial year.
Denis Kessler as Chairman and Chief Executive Officer of your company and as Chairman of the Board of SCOR US Corporation.
Authorization to complete a contribution in kind of 100% of the GSNIC shares to SCOR US Corporation
At its meeting of 28 July 2010, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, (i) the signature by your company of a contribution agreement with its wholly owned subsidiary SCOR US Corporation and (ii) the completion by your company of the contribution in kind of 100% of the shares of GSNIC to its subsidiary SCOR US Corporation in consideration for the issue of 392 new shares by the latter. This increase in capital by contribution in kind, of an amount of EUR 103 million, was completed on 1 October 2010.
Denis Kessler as Chairman and Chief Executive Officer of your company and as administrator of SCOR Global Life U.S. Re Insurance Company
Agreement of financial cover of U.S. regulations "Triple X"
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") and 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 Insurance Company ("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 deferred acquisition costs).
The transaction was submitted to the Department of Insurance of the State of Texas (United States of America) 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 your company to ten years; and (ii) the amount of the SCOR's 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.
At its meeting of November 7, 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 December 19, 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 commitments 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 favor 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 2010 financial year.
Denis Kessler as Chairman and Chief Executive Officer of your company and as Chairman of the Board of SCOR Global Life SE, SCOR Global P&C SE et SCOR Switzerland AG,
Jean-Claude Seys as administrator of your company and of administrator of SCOR Switzerland AG.
Peter Eckert as administrator of your company and Deputy Chairman of the Board of SCOR Switzerland AG.
Authorization to issue a First Demand Guarantee within the framework of an amendment to the Stand-By Letter of Credit with Deutsche Bank dated 23 October 2008
At its meeting of 4 November 2010, the Company's Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the issuance by your company, regarding the « Stand-By Letter of Credit Facility Agreement » with Deutsche Bank with a maximum amount of USD 325 millions dated 23 October 2008, of a first demand guarantee. Pursuant to the terms and conditions of this amendment, executed on 30 November 2010, the amount of the credit facitliy has been increased to USD 575 million.
This first demand guarantee is issued for a maximum amount of USD 287,500,000 plus interests, costs and accessories as a guarantee of the commitments of SCOR Global Life SE, SCOR Global P&C SE and SCOR Switzerland AG.
The companies party to this agreement are SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and your company. The other companies within the Group could equally benefit from this agreement.
The first demand guarantee was signed on 30 November 2010. It gave rise to no payment in 2010
Denis Kessler as Chairman and Chief Executive Officer of your company and as Chairman of the Board of SCOR Global Life SE, SCOR Global P&C SE et SCOR Switzerland AG,
Jean-Claude Seys as administrator of your company and of administrator of SCOR Switzerland AG.
Peter Eckert as administrator of your company and Deputy Chairman of the Board of SCOR Switzerland AG.
Authorization to issue a First Demand Guarantee within the framework of the Stand-By Letter of Credit Facility Agreement with Société Générale
At its meeting of 2 March 2010, the Company's Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial Code, the issuance by your company, regarding the « Stand-By Letter of Credit Facility Agreement » with Société Générale with a maximum amount of USD 400 millions, of a first demand guarantee.
This guarantee is issued for a maximum amount of USD 100 millions 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.
The companies party to this agreement are SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG, SCOR Rückversicherung (Deutschland) AG and your company. The other companies within the Group could equally benefit from this agreement.
The first demand guarantee was signed on 10 June 2010. It gave rise to no payment in 2010.
We have been advised of certain related party agreements and commitments which received prior authorization from your Board after the closing.
With SCOR Global Life SE; SCOR Global P&C SE; SCOR Switzerland AG ; Prévoyance Ré SA ; Irish Reinsurance Partners Ltd (which became 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
The Directors concerned by this agreement were Messrs. Denis Kessler, Patrick Thourot, Daniel Lebègue, Allan Chapin, Peter Eckert, Jean-Claude Seys and Daniel Valot.
Remuneration of the parent company guarantee granted by your company to the benefit of the reinsurance subsidiaries and remuneration of the upstream guarantee granted by SCOR Global P&C SE and SCOR Global Life SE to the benefit of your company.
At its meeting of 7 March 2011, the company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the remuneration of the parent company guarantees issued or to be issued by your company and remuneration of upstream guarantees issued or to be issued to the benefit of your company, at a rate of one 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 your company. This decision amends the terms of the authorization rendered during its 18 March 2008 meeting.
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.
Authorization prior to the signature of a cash-pooling contract with BNP Paribas.
At its meeting of 13 November 2007, the Board of Directors authorised the signature of an agreement with BNP Paribas to establish a notional cash-pooling between your company and the European entities of the Group.
This agreement between your company and BNP Paribas was signed on 20 October 2008. It gave rise to the payment by your company to BNP Paribas of non material amounts during the 2010 financial year.
Opening contract for accessible credit through the issue of a credit letter with BNP Paribas.
At its meeting of 26 August 2008, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the signature of the agreement (the "Facility Agreement"), finalised 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 has been executed on 23 December 2008.
The companies party to this agreement are SCOR Global P&C SE and SCOR Global Life SE and your company. The other companies within the Group could equally benefit from this agreement with approval of BNP Paribas.
Under the terms of the Credit Agreement, BNP Paribas made a credit line available to the above mentioned 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 Credit 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 EU 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 utilisation a number of OATs for an amount equivalent to the value in Euros of 55% of the amount of the new utilisation.
The bank fees stipulated under the Facility Agreement are in line with market standards for this type of transactions.
This Facility Agreement gave rise to the payment of USD 594,776 from your company to BNP Paribas during the financial year 2010.
2. With SCOR Global P&C SE, SCOR Global Life SE, SCOR Auber, GIE Informatique, GIE Informatique, SCOR Global Life Deutschland (branch), SCOR Global P&C Deutschland (branch), SCOR Rückversicherung AG, SCOR Global Life Rappresentanza generale per l'Italia (branch), SCOR Global P&C Rappresentanza Generale per l'Italia (branch), SCOR Global Life Iberica Sucursal (branch), SCOR Global P&C Iberica Sucursal (branch), SCOR Global Life Reinsurance UK Ltd (devenue SCOR Global Life SE – UK Branch) (branch), SCOR Global Life Reinsurance Services UK Ltd, SCOR Global Life Reinsurance Ireland Ltd, SCOR Global P&C Ireland Ltd.
Contract between your company and its subsidiaries participating in the notional cash-pooling agreement
The Board of Directors' meeting held on the 18 March 2008 and the 26 August 2008 authorised the signature by its Chief Executive Officer, pursuant to Article L.225-38 of the French Commercial Code, with the power of delegation, the conclusion 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 your company for the management of cash-pooling.
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 your company to BNP Paribas of non material amounts during the 2010 financial year.
3. With SCOR Global P&C SE, SCOR Global Life SE, Irish Reinsurance Partners Ltd (which became SCOR Global P&C Ireland Ltd); SCOR Channel; SCOR Financial Services Ltd; SCOR U.K. Company Ltd, 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; Commercial Risk Re-Insurance Company, Commercial Risk Reinsurance Company, Asia-Pacific Pte Ltd; SCOR Reinsurance Company (Asia) Ltd.
Remuneration of the parent company guarantee conferred by your company to the benefit of the reinsurance subsidiaries, pursuant to the insurance and reinsurance contracts finalised by the latter.
At its meeting of 18 March 2008, the company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the payment of existing parent company guarantees, drawn up by SCOR SE or of those which could be drawn up in accordance with the agreement granted by the Board of Directors of 28 August 2007, at a rate of one for one thousand, based on the amount of the Company's shareholder's equity, of which the agreements are guaranteed from 1 January 2008.
Authorisation of the agreement concerning the payment of parental guarantee compensation of SCOR Global P&C SE and SCOR Global Life SE
At its meeting of 18 March 2008, the Company's Board of Directors authorised, pursuant to Article L. 225-38 of the French Commercial Code, the payment of existing upstream parent company guarantees (granted by SCOR Global P&C SE and SCOR Global Life SE) or those which could be drawn up in accordance with the authorisation granted by the Board of Directors of 28 August 2007, at a rate of one for one thousand, based on the amount of the Company's shareholder's equity, of which the agreements are guaranteed from the 1 January 2008.
These parent company guarantees, drawn up by SCOR Global P&C SE and SCOR Global Life SE, regard SCOR SE's engagements, pursuant to the insurance contracts, reinsurance contracts and financial contracts.
At its meeting of 18 March 2008, the Company's Board of Directors authorised, conforming to the article L.225-38 of the French Commercial Code, the signature of the company's supplementary pension scheme which has been signed on 15 May 2008.
The aim of this plan is to specify the terms and conditions for the application of an additional pension scheme, put into place by your company, for the benefit of:
The wage taken into account, in order to calculate the rights, is the average wage of the last five professionally active years, adjusted on the date of departure, according to the development of INSEE's annual average index of the consumer price.
The participant who leaves the Company, in order to enter into retirement, will have the right to a supplemented pension if he/she fulfils the following criteria on the date of his/her departure, and notably:
The Board of Directors, at its meeting of 24 May 2007, in accordance with articles L. 225-38 and L. 225-42-1 of the French Commercial Code, and at the recommendation of the Compensation and Nomination Committee, renewed commitments for the benefit of the Chairman and Chief Executive Officer as defined by the Board on 21 March 2006 and as amended by the Board on 12 December 2008, which are described 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 procedures in accordance with Article L. 225-37 of the French Commercial Code - Part I - Conditions for the preparation and organisation of the work of the Board of Directors of the Company.
The Director concerned by this agreement was Mr. Denis Kessler.
Paris-La Défense, 7 March 2011
French original signed by The statutory auditors
Mazars ERNST & YOUNG Audit
Michel Barbet-Massin Antoine Esquieu Pierre Planchon
FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
| 20.1 | PAGE 179 | |||
|---|---|---|---|---|
| Historical financial information : consolidated financial statements | ||||
| 20.2 | PAGE 254 | |||
| Auditing of historical consolidated financial information | ||||
| 20.3 | PAGE 257 | |||
| Sources of financial information not extracted from the audited Financial | ||||
| Statements of the issuer and indication of such absence of audit | ||||
| 20.4 | PAGE 257 | |||
| Date of most recently audited financial information | ||||
| 20.5 | PAGE 257 | |||
| Interim and other financial information | ||||
| 20.6 | PAGE 257 | |||
| Dividend distribution policy | ||||
| 20.7 | PAGE 257 | |||
| Litigation and arbitration procedures | ||||
| 20.8 | PAGE 257 | |||
| Material change in financial or commercial situation |
In application of article 28 of the EC Commission Regulation No. 809/2004, the following information is incorporated by reference in this Registration Document:
(i) The consolidated financial statements as at 31 December 2009 are included from pages 178 to 263 and the auditors' report on these consolidated financial statements as at 31 December 2009 is included from pages 264 to 266 of the Registration Document filed with the Autorité des Marchés Financiers on 3 March 2010 under Number D. 10-0085,
(ii) The consolidated financial statements as at 31 December 2008 are included from pages 154 to 251 and the auditors' report on these consolidated financial statements as at 31 December 2008 is included from pages 252 to 254 of the registration document filed with the Autorité des Marchés Financiers on 5 March 2009 under Number D. 09-0099.
The consolidated financial statements for the year ended 31 December 2010 are presented below:
| YEAR ENDED 31 DECEMBER | |||
|---|---|---|---|
| ASSETS | 2009 | ||
| In EUR million | 2010 | ||
| Intangible assets | 1,404 | 1,418 | |
| Goodwill | Notes 3, 4 | 788 | 787 |
| Value of business acquired | Note 4 | 521 | 551 |
| Other intangible assets | Note 4 | 95 | 80 |
| Tangible assets | Note 5 | 52 | 40 |
| Insurance business investments | 19,871 | 18,644 | |
| Real estate investments | Note 5 | 378 | 307 |
| Available-for-sale investments | Note 6 | 11,461 | 9,997 |
| Investments at fair value through income | Note 6 | 40 | 165 |
| Loans and receivables | Note 7 | 7,898 | 8,071 |
| Derivative instruments | Note 8 | 94 | 104 |
| Investments in associates | Note 9 | 78 | 69 |
| Share of retrocessionaires in insurance and | |||
| investment contract liabilities | Note 16 | 1,114 | 1,439 |
| Other assets | 5,196 | 5,054 | |
| Deferred tax assets | Note 19 | 475 | 471 |
| Assumed insurance and reinsurance accounts receivable | Note 10 | 3,514 | 3,307 |
| Receivables from ceded reinsurance transactions | Note 10 | 131 | 116 |
| Taxes receivable | 50 | 37 | |
| Other assets | 263 | 356 | |
| Deferred acquisition costs | Note 11 | 763 | 767 |
| Cash and cash equivalents | Note 12 | 1,007 | 1,325 |
| TOTAL ASSETS | 28,722 | 27,989 |
| LIABILITIES | YEAR ENDED 31 DECEMBER | ||
|---|---|---|---|
| In EUR million | 2010 | 2009 | |
| Shareholders' equity – Group share | Note 13 | 4,345 | 3,894 |
| Share capital | 1,479 | 1,459 | |
| Additional paid-in capital | 796 | 774 | |
| Revaluation reserves | 56 | 37 | |
| Retained earnings | 1,540 | 1,217 | |
| Net income for the year | 418 | 370 | |
| Equity based instruments | 56 | 37 | |
| Non-controlling interest | 7 | 7 | |
| Total shareholders' equity | 4,352 | 3,901 | |
| Financial debt | Note 14 | 675 | 629 |
| Subordinated debt | 479 | 477 | |
| Debt instruments issued | - | - | |
| Other financial debt | 196 | 152 | |
| OCEANE financial debt – repayable 1 January 2010 | Note 14 | - | 191 |
| Contingency reserves | Note 15 | 88 | 87 |
| Contract liabilities | 21,957 | 21,126 | |
| Insurance contract liabilities | Note 16 | 21,806 | 20,961 |
| Investment contract liabilities | Note 16 | 151 | 165 |
| Other liabilities | 1,650 | 2,055 | |
| Deferred tax liabilities | Note 19 | 192 | 251 |
| Derivative instruments | Note 8 | 8 | 9 |
| Assumed insurance and reinsurance payables | Note 10 | 230 | 377 |
| Accounts payable on ceded reinsurance transactions | Note 10 | 906 | 1,083 |
| Taxes payable | 92 | 89 | |
| Other liabilities | 222 | 246 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 28,722 | 27,989 |
| YEAR ENDED 31 DECEMBER | |||
|---|---|---|---|
| In EUR million | 2010 | 2009 | |
| Gross written premiums | Note 2 | 6,694 | 6,379 |
| Change in unearned premiums | (109) | (33) | |
| Gross earned premiums | 6,585 | 6,346 | |
| Other income and expense from reinsurance operations | (23) | 7 | |
| Investment income | Note 20 | 690 | 503 |
| Total income from ordinary activities | 7,252 | 6,856 | |
| Gross benefits and claims paid | (4,782) | (4,674) | |
| Gross commission on earned premiums | (1,408) | (1,334) | |
| Net results of retrocession | Note 21 | (160) | (136) |
| Investment management expenses | Note 22 | (33) | (35) |
| Acquisition and administrative expenses | Note 22 | (219) | (221) |
| Other current operating expenses | Note 22 | (131) | (116) |
| Other current operating income | - | - | |
| Total other current operating income and expense | (6,733) | (6,516) | |
| Current operating results | 519 | 340 | |
| Other operating expenses | (29) | (21) | |
| Other operating income | - | 53 | |
| Operating results | 490 | 372 | |
| Financing expenses | Note 14 | (46) | (61) |
| Share in results of associates | 11 | (1) | |
| Negative Goodwill | - | 14 | |
| Corporate income tax | Note 19 | (36) | 47 |
| Consolidated net income | 419 | 371 | |
| Attributable to: | |||
| Non controlling interests | 1 | 1 | |
| Group share | 418 | 370 | |
| In EUR | |||
| Earnings per share | Note 23 | 2.32 | 2.06 |
| Earnings per share (Diluted) | Note 23 | 2.27 | 2.04 |
| YEAR ENDED 31 DECEMBER | ||
|---|---|---|
| In EUR million | 2010 | 2009 |
| Consolidated net income | 419 | 371 |
| Other comprehensive income | 149 | 268 |
| Revaluation - Assets available for sale | 87 | 480 |
| Shadow accounting | (67) | (82) |
| Effect of changes in foreign exchange rates | 136 | (21) |
| Taxes recorded directly in equity Note 19 |
5 | (104) |
| Actuarial gains/losses not recognised in income | (14) | (8) |
| Other changes | 2 | 3 |
| Comprehensive income, net of tax | 568 | 639 |
| Attributable to: | ||
| Non controlling interests | - | 1 |
| Group share | 568 | 638 |
| FOR THE YEAR ENDED 31 DECEMBER | |||
|---|---|---|---|
| In EUR million | 2010 | 2009 | |
| Net cash flow provided by (used in) operations | Note 12 | 656 | 851 |
| Acquisitions of consolidated entities, net of cash acquired | - | (43) | |
| (Acquisitions)/disposals of real estate investments | (65) | 73 | |
| (Acquisitions)/ disposals or reimbursements of other insurance | |||
| business investments | (630) | (1,064) | |
| (Acquisitions)/ disposals of tangible and intangible assets | (35) | (18) | |
| Cash flows provided by (used in) investing activities | (730) | (1,052) | |
| Issuance of equity instrument | (3) | 15 | |
| Treasury share transactions | (5) | (42) | |
| Dividends paid | (137) | (143) | |
| Cash generated by issuance of financial debt | 70 | 57 | |
| Cash used to reimburse financial debt | (206) | (129) | |
| Interest paid on financial debt | (33) | (27) | |
| Cash flows generated by (used in) financing activities | (314) | (269) | |
| Effect of change in foreign exchange rates on cash and cash | |||
| equivalents | 70 | 12 | |
| Total cash flow | (318) | (458) | |
| Cash and cash equivalents at 1 January | Note 12 | 1,325 | 1,783 |
| Net cash flows from operations | 656 | 851 | |
| Net cash flows from investing activities | (730) | (1,052) | |
| Net cash flows from financing activities | (314) | (269) | |
| Effect of change in foreign exchange rates on cash and cash | |||
| equivalents | 70 | 12 | |
| Cash and cash equivalents at 31 DECEMBER | 1,007 | 1,325 |
| In EUR million | Share capital |
Addit ional paid-in capital |
Conso lidated reserves (including net income) |
Reva luation reserves |
Treasury shares |
Share based payments |
Non control ling interests |
Total conso lidated |
|---|---|---|---|---|---|---|---|---|
| Shareholders' equity at 1 January 2009 |
1,451 | 952 | 1,302 | (251) | (83) | 39 | 6 | 3,416 |
| Net income for year ended 31 December 2009 |
- | - | 370 | - | - | - | 1 | 371 |
| Other comprehensive income net of tax |
- | - | (20) | 288 | - | - | - | 268 |
| Revaluation – Assets available for sale |
- | - | - | 480 | - | - | - | 480 |
| Shadow accounting | - | - | - | (82) | - | - | - | (82) |
| Effect of change in foreign | ||||||||
| exchange rates | - | - | (21) | - | - | - | - | (21) |
| Taxes recorded directly in | ||||||||
| equity | - | - | 6 | (110) | - | - | - | (104) |
| Actuarial gains/losses not | ||||||||
| recognised in income | - | - | (8) | - | - | - | - | (8) |
| Other changes | - | - | 3 | - | - | - | - | 3 |
| Comprehensive income, net of tax |
- | - | 350 | 288 | - | - | 1 | 639 |
| Share-based payments | - | - | - | - | (43) | 14 | - | (29) |
| Other changes | - | - | - | - | 19 | (16) | - | 3 |
| Capital transactions | 8 | 9 | (2) | - | - | - | - | 15 |
| Dividends paid | - | (187) | 44 | - | - | - | - | (143) |
| Shareholders' equity at 31 December 2009 |
1,459 | 774 | 1,694 | 37 | (107) | 37 | 7 | 3,901 |
| Net income for year ended 31 December 2010 |
- | - | 418 | - | - | - | 1 | 419 |
| Other comprehensive income net of tax |
- | - | 131 | 19 | - | - | (1) | 149 |
| Revaluation – Assets available for sale |
- | - | - | 87 | - | - | - | 87 |
| Shadow accounting | - | - | - | (67) | - | - | - | (67) |
| Effect of change in foreign | ||||||||
| exchange rates | - | - | 136 | - | - | - | - | 136 |
| Taxes recorded directly in equity |
- | - | 6 | (1) | - | - | - | 5 |
| Actuarial gains/losses not | ||||||||
| recognised in income | - | - | (14) | - | - | - | - | (14) |
| Other changes | - | - | 3 | - | - | - | (1) | 2 |
| Comprehensive income, net of tax |
- | - | 549 | 19 | - | - | - | 568 |
| Share-based payments | - | - | - | - | 4 | 19 | - | 23 |
| Other changes | (1) | 1 | - | - | - | - | - | - |
| Capital transactions | 21 | 21 | (3) | - | - | - | - | 39 |
| Dividends distributed | - | - | (179) | - | - | - | - | (179) |
| Shareholders' equity 31 DECEMBER 2010 |
1,479 | 796 | 2,061 | 56 | (103) | 56 | 7 | 4,352 |
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 approved the consolidated financial statements on 7 March 2011.
The consolidated financial statements as of 31 December 2010 will be presented for approval at the Annual General Meeting which will take place on 4 May 2011.
SCOR's consolidated financial statements are prepared in accordance with International Financial Reporting Standards and interpretations as adopted by the European Union ("EU") and effective at 31 December 2010.
Certain reclassifications have been made to prior year financial information to conform to the current year presentation.
The preparation of the consolidated financial statement requires management to make certain judgements, 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 income statement. 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.
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 (SPV). The SPVs allow the retrocession of catastrophe losses financed by the issuance of Cat Bonds. In accordance with SIC 12 Consolidation—Special Purpose Entities, these vehicles are not consolidated by the Group as SCOR does not control these Vehicles and does not support 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.
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 internal results of intra-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 2010 financial statements are as follows:
| 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 new and amended International Financial Reporting Standards and interpretations as adopted by the European Union as of 1 January 2010 resulting in no material impact on the Group's consolidated financial statements:
The following standards have been issued by International Financial Reporting Standards Board during the year but are not yet effective or have not been adopted by the European Union:
applicable retrospectively for annual periods beginning on or after January 2011 and is not expected to results in any material impact on the Group's consoldiated financial statements.
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 income statement is translated using the average exchange rate for the period. Translation differences are recognised directly in shareholders' equity as "translation adjustments". 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).
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:
non-monetary items are translated:
to the extent that any gains or losses arise, these are directly recorded in shareholders' equity. In particular this affects foreign exchange differences for available for sale equity securities and exchange differences resulting from the conversion of these items are also directly recorded in shareholders' equity.
the gains and losses resulting from the translation of net foreign investment hedges are recorded in shareholders' equity. They are recognised in the income statement upon the disposal of the net investments.
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.
Negative goodwill is generated when the fair value of the net assets acquired by the Group exceeds the acquisition price and is recognised in the income statement from the date of acquisition.
After initial recognition, goodwill is measured at cost less any accumulated 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 amortisation 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 amortised over the expected useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for intangible assets with finite useful life are reviewed annually. Changes in the expected useful life or the expected pattern of future economic benefits are accounted for prospectively by changing the amortisation period or method as appropriate and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the income statement 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 recognised in the income statement when the asset is derecognised.
The VOBA refers to life reinsurance portfolios acquired in a business combination. VOBA is capitalised 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 amortised over the lifetime of the underlying reinsurance portfolio and is subject to impairment testing. The amortisation pattern of VOBA is reviewed annually.
VOBA also includes the intangible asset related to the ReMark acquisition to reflect the substance of the guaranteed future income stream and to ensure mirror accounting for the contracts SCOR has sourced from ReMark as well as consistency with amounts used in embedded value calculations.
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. Some buildings may be partially occupied by entities of the Group. Properties, including properties used by the Group, are recognised 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 income statement during the financial period in which they are incurred. All costs directly associated with purchases or constructions of properties are capitalised. All subsequent value enhancing capital expenditures are capitalised when it is probable that future economic benefits related to the item will flow to the Group.
Annually each building is subject to an in-depth analysis of its market value or "fair value" by an independent appraiser. The fair value is calculated using a discounted cash flow model and considers rental status, completeness of construction and renovation work, as well as recent developments within the local real estate market. If the fair value is below the carrying amount, the related impairment losses are recognised in the income statement. The impairment provision is recorded equal to the difference between its fair value and the net book value. With regard to investment properties, their fair value is based primarily on the sum of estimated future cash flows that are discounted on the basis of current market assumptions.
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 like investment properties at cost, net of accumulated depreciation and impairment losses. The corresponding debt is recorded under "financial liabilities" and is amortised 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 other accounts receivable and derivative instruments. 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 derecognised 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. Unrealised gains and losses and the respective foreign exchange resulting from variations in the fair value of a financial available-for-sale asset are recorded directly in shareholders' equity.
When an asset is sold, the accumulated gains and losses included in equity are transferred to realised gains and losses from the sale of investments on the income statement, net of any amounts previously recorded through income.
Interest on debt instruments is calculated in accordance with the effective interest method, which includes the amortisation of premiums/discounts and is recorded in the income statement.
Dividends on equity instruments are recorded on the income statement 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 recognised in the income statement 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 recognised at amortised 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 at the date of purchase or deposit.
Loans and accounts receivable include a provision for recoverability if deemed necessary.
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 equivalent, or there are strict fund management policies and limits that lead the funds to qualify as cash equivalent.
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.
These items comprise the various subordinated or unsubordinated bonds issued by the Group. These loans are classified as financing 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 amortised cost using the effective interest rate method.
Where the Group has embedded derivatives included in its convertible debt securities, the option relating to the conversion into shares is separated from the host borrowing contract and recognised separately in equity and is not subsequently reassessed.
This caption includes primarily debt relating to the acquisition of real estate and 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 amortised 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 income statement in the period in which they occur. The Group uses the following derivative instruments to reduce its exposure to various risks: swaps based on interest rates, mortality indices and real estate indices, foreign currency forward purchase and sale contracts, caps and floors, and puts and calls.
An embedded derivative is a component of a hybrid instrument which includes a non-derivative host contract, which causes part of the hybrid instrument's cash flow to vary in the same way as that of a freestanding derivative.
A material embedded derivative is separated from the host contract and is recognised as a derivative:
Where an embedded derivative has been separated from its host contract, it is recognised 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 recognised in the income statement 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.
Hedges of net investments in a foreign operation are recorded as follows:
The fair value of financial instruments that are actively traded in organised financial markets is determined by reference to quoted market bid prices, at the close of business on the balance sheet date. If quoted market prices are not available, reference can also be made to broker or dealer price quotations.
For units in unit linked-trusts, shares in open-ended investment companies and derivative financial instruments (including real estate, interest rate and mortality swaps, options, etc.), fair value is determined by reference to either published bid-values, or modelled values which incorporate market inputs within the valuation assumptions.
The Group has certain investments which are valued based on models prepared by external third parties using market inputs. These primarily comprise structured products, other than agencies for which the market which is considered active, as well as hybrid, tier 1 and tier 2 corporate debt and hedge funds.
Similarly, the Group values certain derivative investments, namely the mortality and real estate swaps and S&P options, 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 amortised cost, then the last reliable fair value available is taken as the new cost or amortised 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 categorised 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 judgement, 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 unrealised 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 unlisted equity instruments, impairment is assessed using a similar approach to listed equities.
For debt instruments, and loans and accounts receivable, an objective indicator of impairment relates primarily to proven default credit risk. Different factors are considered to identify those debt instruments 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 realised and the appearance or re-appearance of a market or reliable value. Impairment assessments are completed dependant 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 recognised 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 amortisation) and its current fair value, less any impairment previously recognised in the statement of income.
Any impairment reversals in respect of equity instruments classified as available-for-sale are not recognised in the statement of income. Reversals of impairment losses on debt instruments classified as available-for-sale are reversed through the income statement if the increase in fair value of the instrument can be objectively related to an event occurring after the impairment losses were recognised in the statement of income.
Restructuring costs other than those that may be recognised 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 recognised when the Group has a present legal, contractual or constructive obligation as the result of past events, 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 recognised 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 recognised in the income statement.
The final dividend on ordinary shares is recognised as a liability when it has been approved by shareholders at the 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 diluted earnings per share the weighted average number of shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares such as convertible debt and share options granted to directors and employees.
Potential or contingent share issuances are treated as dilutive when their conversion to shares would decrease net earnings per share.
Subsequent events relate to events that occur between the balance sheet date and the date when the financial statements are approved for issue:
The reinsurance 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 insurance 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 recognised in the accounts in accordance with IAS 39 - Financial Instruments: Recognition and Measurement, which means that amounts collected are no longer recognised as premiums, and technical reserves and deferred acquisition expenses recorded as assets or liabilities on the balance sheet 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 income statement.
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 our reinsurers and measured on the level of individual reinsurance contracts or homogeneous segments of contracts.
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 recognised for payment obligations from reinsurance losses that have occurred but have not yet been settled. They are recognised 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 USA.
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 technical reserves. Allowances are established for any specific expected credit risks.
In Life Reinsurance 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 recognised for payment obligations from reinsurance losses that have occurred but have not yet been settled. They are recognised 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 our retrocessionaires in the insurance and investment liabilities are calculated according to the contractual conditions on the basis of the gross technical reserves. Allowances are established for estimated credit risks.
Reserves for investment contract liabilities are recognised 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 current and previous fiscal 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 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' missing accounts for the current year in addition to information actually received and recorded.
In reinsurance, the costs 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 amortised on the basis of the residual term of the contracts in Non-Life, and on the basis of the recognition of future margins for Life contracts and subject to impairment testing conducted within the liability adequacy test.
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 aggragated at the entity level.
The liability adequacy test for the life segment compares the carrying value of the technical reserves less deferred acquisition costs and value of business acquired with the fair value of the liabilities from the reinsurance portfolio recognised. 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 technical reserves. The liability adequacy test is performed on the level of portfolios that are managed together and are subject to broadly similar risks.
Premiums payable in respect of reinsurance ceded are recognised 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 recognised 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 recognise case or IBNR recoveries upon confirmation of the occurrence of a loss booked to an amount on the assumed side 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.
For the measurement of deferred acquisition costs, value of business acquired and technical reserves recognised for different insurance portfolios, SCOR applies the shadow accounting principles stipulated in IFRS 4. As the amortisation 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 recognised unrealised gains and losses from investments available for sale 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.
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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 it does not control. The Group recognises 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 recognises Lloyds RITC in claims and policy benefits to ensure consistency with similar transactions recognised in accordance with IFRS and, present a true and fair view, rather than an adjustment to gross written premium as per Tech 1/99 (UKGAAP).
IFRS 4 provides for the separation of embedded derivatives in insurance contracts, particularly 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 United Kingdom, the United States 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 income statement 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 recognised on the balance sheet represent 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 unrecognised 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 recognised 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 recognised 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 whilst the initial accounting is not final. Any revision after the initial accounting is final is recognised in the income statement in accordance with IFRS 3 – Business Combination.
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 recognised as an expense. The total amount that is recognised 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 (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 income statement 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 recognised in the income statement except to the extent that it relates to items recognised 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 judgements 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 judgements 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 recognised 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 recognised 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 amortisation 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 recognised to the extent that it is probable that future taxable profit will be available to utilise 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 over a 3 year time horizon, together with actuarial assumptions. To the extent that net operating losses carried forward cannot be utilised 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 income statement.
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 realised or the liability settled, based on the tax rates (and tax regulations) that have been enacted or substantially enacted at the balance sheet date.
The Group's business is divided into two distinct segments: SCOR Global P&C which refers to the activities included in and under the responsibility of the management of the SCOR Global P&C Division (also referred to as "Non-Life") and SCOR Global Life which refers to all operations included in and under the responsibility of the management of the SCOR Global Life Division (also referred to as "Life"). Each segment offers different products and services, which are marketed via separate channels. Given their specific nature, these segments constitute the primary level of segment information.
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.
SCOR adopted IFRS as from 1 January 2005. In compliance with IFRS 1 "First-time adoption" certain standards may not have been retroactively applied. The first time implementation options applied on adoption of IFRS included:
SCOR opted not to restate business combinations prior to 1 January 2004, as permitted under IFRS 3. As permitted under IFRS 1, SCOR did not apply IAS 21 "Effects of Changes in Foreign Exchange Rates" retrospectively to goodwill resulting from business combinations that occurred before the transition to IFRS.
Translation adjustments relating to those subsidiary accounts with a differing functional currency to that of the Group, were transferred at 1 January 2004 into consolidated reserves. The new IFRS value of the translation adjustment at 1 January 2004 was therefore returned to zero. In the event of the subsequent disposal of these subsidiaries, the income or loss from the disposal will not include the recovery of exchange rate difference prior to 1 January 2004 but will include translation adjustments recorded after 1 January 2004.
For management purposes, the Group's operations are organised into the following two business segments: SCOR Global P&C which refers to the activities included in and under the responsibility of the management of the SCOR Global P&C Division (also referred to as "Non-Life") and SCOR Global Life which refers to all operations included in and under the responsibility of the SCOR Global Life Division (also referred to as "Life"). The Group underwrites different types of risks for each segment and responsibilities and reporting within the Group are established on the basis of this structure.
Each segment offers different products and services which are marketed via separate channels. The SCOR Global P&C segment offers four product groups being: Property and Casualty Treaties; Specialty Treaties (including Credit & Surety, Ten-Year Inherent Defects Insurance, Aviation, Space, Marine, Engineering, Agriculture and Structured Risk Transfer); Business Solutions (facultative); and Joint Venture and Partnerships. The SCOR Global Life division offers products for: Life (treaties with mainly mortality risks); Financing reinsurance; Critical illness; Disability; Long term care; Annuities; Health; and Personal accident.
Management reviews the operating results of the SCOR Global P&C and 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 Life reportable operating segments.
The following tables set forth the operating income for each of the Group's business segments as well as certain assets and liabilities for the financial years ended 31 December 2010 and 2009.
| AS AT AND FOR THE YEAR ENDED | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31 December 2010 | 31 December 2009 | ||||||||
| SCOR | SCOR | Adjustments | SCOR | SCOR | Adjustments | ||||
| Global | Global | and elimin | Global | Global | and elimin | ||||
| In EUR million | Life | P&C | ations (1) | Total | Life | P&C | ations (1) | Total | |
| Gross written premiums | 3,035 | 3,659 | - | 6,694 | 3,118 | 3,261 | - | 6,379 | |
| Change in unearned | |||||||||
| premiums | 2 | (111) | - | (109) | (1) | (32) | - | (33) | |
| Gross earned premiums | 3,037 | 3,548 | 0 | 6,585 | 3,117 | 3,229 | 0 | 6,346 | |
| Gross benefits and claims | |||||||||
| paid | (2,376) | (2,406) | - | (4,782) | (2,449) | (2,225) | - | (4,674) | |
| Gross commission expense | (694) | (714) | - | (1,408) | (669) | (665) | - | (1,334) | |
| GROSS TECHNICAL | |||||||||
| RESULT | (33) | 428 | 0 | 395 | (1) | 339 | 0 | 338 | |
| Ceded gross written | |||||||||
| premiums | (286) | (265) | - | (551) | (333) | (245) | - | (578) | |
| Change in ceded unearned | |||||||||
| premiums | 1 | 7 | - | 8 | (5) | - | - | (5) | |
| Ceded earned premiums | (285) | (258) | 0 | (543) | (338) | (245) | 0 | (583) | |
| Ceded claims | 204 | 63 | - | 267 | 219 | 135 | - | 354 | |
| Ceded commissions | 101 | 15 | - | 116 | 91 | 2 | - | 93 | |
| Net income from | |||||||||
| reinsurance operations | 20 | (180) | 0 | (160) | (28) | (108) | 0 | (136) | |
| NET TECHNICAL RESULT | (13) | 248 | 0 | 235 | (29) | 231 | 0 | 202 | |
| Other operating | |||||||||
| revenues | (3) | (18) | (2) | (23) | 4 | 5 | (2) | 7 | |
| of which other income | |||||||||
| and expenses excluded | |||||||||
| from combined ratio | |||||||||
| calculation | - | (27) | (27) | - | (19) | - | (19) | ||
| Investment revenues | 153 | 213 | 1 | 367 | 144 | 212 | (3) | 353 | |
| Interests on deposits | 168 | 29 | - | 197 | 145 | 42 | - | 187 | |
| Realised capital | |||||||||
| gains/(losses) on | |||||||||
| investments | 52 | 157 | (2) | 207 | 41 | 136 | - | 177 | |
| Change in fair value of | |||||||||
| investments | 3 | (3) | - | - | 12 | 7 | - | 19 | |
| Change in investment | |||||||||
| impairment | (26) | (40) | - | (66) | (39) | (208) | - | (247) | |
| Foreign exchange | |||||||||
| gains/(losses) | - | (15) | - | (15) | 2 | 12 | - | 14 | |
| Net investment income | 350 | 341 | (1) | 690 | 305 | 201 | (3) | 503 | |
| Investment management | |||||||||
| expenses | (8) | (25) | - | (33) | (5) | (29) | (1) | (35) | |
| Acquisition and | |||||||||
| administrative expenses | (85) | (133) | (1) | (219) | (92) | (132) | 3 | (221) | |
| Other current operating | |||||||||
| expenses | (47) | (86) | 2 | (131) | (29) | (88) | 1 | (116) | |
| Other current operating | |||||||||
| income | - | - | - | - | - | - | - | - | |
| CURRENT OPERATING | 194 | 327 | (2) | 519 | 154 | 188 | (2) | 340 | |
| RESULTS Other operating expenses |
- | (29) | - | (29) | - | (21) | - | (21) | |
| - | - | - | - | 7 | 46 | - | 53 | ||
| Other operating income | |||||||||
| OPERATING RESULTS | 194 | 298 | (2) | 490 | 161 | 213 | (2) | 372 |
(1) Inter-segment recharges of expenses are eliminated on consolidation
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 | 2010 | 2009 | 2010 | 2009 |
| Gross written premiums | 3,035 | 3,118 | 3,659 | 3,261 |
| Europe | 2,241 | 2,114 | 2,518 | 2,394 |
| Americas | 725 | 947 | 691 | 543 |
| Asia Pacific / Rest of world | 69 | 57 | 450 | 324 |
The distribution by geographic region, based on the location of the ceding company, is as follows:
| For the year ended 31 December | ||||||||
|---|---|---|---|---|---|---|---|---|
| SCOR Global Life | SCOR Global P&C | |||||||
| In EUR million | 2010 | 2009 | 2010 | 2009 | ||||
| Gross written premiums | 3,035 | 3,118 | 3,659 | 3,261 | ||||
| Europe | 1,660 | 1,656 | 1,912 | 1,895 | ||||
| Americas | 913 | 1,063 | 910 | 697 | ||||
| Asia Pacific / Rest of world | 462 | 399 | 837 | 669 |
Key balance sheet(1) captions by segment are estimated as follows:
| As at 31 December | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||||
| SCOR | SCOR | SCOR | SCOR | |||||
| Global | Global | Global | Global | |||||
| In EUR million | Life | P&C | Total | Life | P&C | Total | ||
| Goodwill | 45 | 743 | 788 | 45 | 742 | 787 | ||
| Value of business acquired | 521 | - | 521 | 551 | - | 551 | ||
| Insurance business investments | 8,950 | 10,921 | 19,871 | 8,474 | 10,170 | 18,644 | ||
| Cash and cash equivalents | 320 | 687 | 1,007 | 573 | 752 | 1,325 | ||
| Share of retrocessionaires in insurance and | ||||||||
| investment contract liabilities | 653 | 461 | 1,114 | 926 | 513 | 1,439 | ||
| Total assets | 12,602 | 16,120 | 28,722 | 12,647 | 15,342 | 27,989 | ||
| Contract liabilities | (10,796) | (11,161) | (21,957) | (10,670) | (10,456) | (21,126) |
(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 zone are based on the location of the subsidiary.
| As at 31 December | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||||||
| Asia and | Asia and | |||||||||
| North | rest of the | North | rest of the | |||||||
| In EUR million | Europe | America | world | Total | Europe | America | world | Total | ||
| Insurance business investments | 15,812 | 3,451 | 608 | 19,871 | 15,276 | 3,001 | 367 | 18,644 | ||
| Share of retrocessionaires in | ||||||||||
| insurance and investment | ||||||||||
| contract liabilities | 833 | 277 | 4 | 1,114 | 990 | 447 | 2 | 1,439 | ||
| Total assets | 23,902 | 3,778 | 1,042 | 28,722 | 23,802 | 3,465 | 722 | 27,989 | ||
| Contract liabilities | (17,164) | (3,981) | (812) | (21,957) (16,744) | (3,808) | (574) (21,126) |
The cash flows, by segment, are presented as follows:
| For the year ended 31 December | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2010 | 2009 | ||||||||
| SCOR | SCOR | SCOR | |||||||
| Global | Global | Global | SCOR | ||||||
| In EUR million | P&C | Life | Total | P&C | Global Life | Total | |||
| Cash and cash equivalents at 1 January | 752 | 573 | 1,325 | 1,207 | 576 | 1,783 | |||
| Net cash flows from operations | 457 | 199 | 656 | 384 | 467 | 851 | |||
| Net cash flows from investing activities | (289) | (441) | (730) | (608) | (444) | (1,052) | |||
| Net cash flows from financing activities | (281) | (33) | (314) | (239) | (30) | (269) | |||
| Effect of changes in foreign exchange rates | 48 | 22 | 70 | 8 | 4 | 12 | |||
| Cash and cash equivalents at 31 December | 687 | 320 | 1,007 | 752 | 573 | 1,325 |
The following section describes acquisitions which either occurred or for which the acquisition accounting was finalised in 2010.
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 is expected to help SCOR Global Life to strengthen its services in the mortality-protection field and improve SCOR's market position in the United States.
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 negative goodwill of EUR 13 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 finalised 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 | Provisional | Adjustment | Final |
| Assets | |||
| VOBA | 20 | 17 | 37 |
| Investments | 35 | - | 35 |
| Share of retrocessionaires in contract liabilities | 7 | - | 7 |
| Other assets | 9 | - | 9 |
| Cash and cash equivalents | 6 | - | 6 |
| TOTAL ASSETS | 77 | 17 | 94 |
| Liabilities | |||
| Contract liabilities | 27 | 5 | 32 |
| Other liabilities | 6 | 12 | 18 |
| TOTAL LIABILITIES | 33 | 17 | 50 |
| Fair value of net assets | 44 | - | 44 |
| Consideration | 31 | - | 31 |
| Negative goodwill | 13 | - | 13 |
The amounts presented above are translated using the exchange rate at the date of acquisition.
The value of business acquired ("VOBA") 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 will be amortised 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 | 968 | 862 | 84 | 1,914 |
| Amortisation – cumulative | - | (278) | (14) | (292) |
| Impairment – cumulative | (181) | - | - | (181) |
| "Shadow accounting" | - | 23 | - | 23 |
| Net book value at 1 January 2009 | 787 | 607 | 70 | 1,464 |
| Effect of foreign exchange rate movements | - | 2 | 1 | 3 |
| Increases | - | (8) | 25 | 17 |
| Change in scope of consolidation | - | 20 | 11 | 31 |
| Amortisation for the year | - | (54) | (24) | (78) |
| Impairment for the year | - | - | (3) | (3) |
| "Shadow accounting" | - | (16) | - | (16) |
| Net book value at 31 December 2009 | 787 | 551 | 80 | 1,418 |
| Gross value | 968 | 844 | 147 | 1,959 |
| Amortisation – cumulative | - | (300) | (64) | (364) |
| Impairment – cumulative | (181) | - | (3) | (184) |
| "Shadow accounting" | - | 7 | - | 7 |
| NET BOOK VALUE AT 31 DECEMBER 2009 | 787 | 551 | 80 | 1,418 |
| Effect of foreign exchange rate movements | - | 2 | 4 | 6 |
| Increases | 1 | 21 | 18 | 40 |
| Change in scope of consolidation | - | - | - | - |
| Amortisation for the year | - | (42) | (7) | (49) |
| Impairment for the year | - | - | - | - |
| "Shadow accounting" | - | (11) | - | (11) |
| Net book value at 31 December 2010 | 788 | 521 | 95 | 1,404 |
| Gross value | 788 | 855 | 163 | 1,806 |
| Amortisation – cumulative | - | (331) | (68) | (399) |
| Impairment – cumulative | - | - | - | - |
| "Shadow accounting" | - | (3) | - | (3) |
| NET BOOK VALUE AT 31 DECEMBER 2010 | 788 | 521 | 95 | 1,404 |
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 2010 and EUR 787 million as at 31 December 2009.
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 primary segments, SCOR Global P&C and SCOR Global Life. This is consistent with the way that SCOR now 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 based on Board approved business plans. Business plans include assessments of gross and net premium expectations, expected loss ratios and expected expense ratios over a 3 year time horizon together with actuarial assumptions such as the coefficient of variation on ultimate net reserves together with assumptions as to mean time to payment of existing reserves and future business. SCOR uses Euro risk free interest rates and the estimated SCOR Group cost of capital (9.01%) as derived from the Capital Asset Pricing Model ("CAPM") for discounting purposes. SCOR also uses conservative growth rate assumptions in its valuation models.
For SCOR Global Life, goodwill is tested for impairment by analysis using the inputs and methodology that SCOR applies in calculating the Life Embedded Value. This approach utilises discount rates based on risk free swap rates ranging between 1.62% and 4.86% depending on the currency and the duration. In addition a risk margin is applied to these yields, which is 3.2% for most reinsurance treaties and 1.2% for special products and a limited number of reinsurance financing contracts.
As part of the impairment testing, SCOR assesses whether the current fair value 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 the Global P&C segment and the Global Life segment 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 recognised for the year ended 31 December 2010 (2009: Nil).
VOBA at 31 December 2010 and 2009 relates to the following acquisitions:
| For the year ended 31 December | |||
|---|---|---|---|
| In EUR million | 2010 | 2009 | |
| Revios Group acquired in 2006 | 397 | 436 | |
| Converium Life portfolio acquired in 2007 | 27 | 35 | |
| Remark acquired in 2007 | 40 | 44 | |
| Prévoyance Ré acquired in 2008 | 17 | 16 | |
| XL Life America Inc. acquired in 2009 | 40 | 20 | |
| TOTAL VOBA | 521 | 551 |
The IFRS 4 liability adequacy testing which includes VOBA recoverability, showed no indicators of impairment for the years ended 31 December 2010 or 2009. Shadow VOBA amounted to EUR (3) million and EUR 7 million at 31 December 2010 and 2009, respectively.
Other intangible assets at 31 December 2010 were EUR 95 million compared with EUR 80 million at 31 December 2009.
Other intangible assets with finite useful lives at 31 December 2010 were EUR 66 million compared with EUR 52 million at 31 December 2009. The largest component of this balance are the intangibles with finite lives generated from the joint venture agreement MDU in total EUR 26 million, acquired through the Converium business combination. The Group amortises its other intangibles with a finite life over a 3 to 10 year period dependent on the specific circumstances of each arrangement.
The Group conducted its annual assessment of the amortisation period and amortisation method of these finite life intangible assets and has concluded that both the amortisation period and existing amortisation methodology are appropriate and in line with current contractual agreements.
The amortisation charge associated with other intangibles with finite lives was EUR 7 million and EUR 21 million for the years ended 31 December 2010 and 2009 respectively.
Other intangible assets also include indefinite life intangible assets associated with Lloyds syndicate participations acquired through the Converium business combination. The Lloyds intangibles of EUR 15 million are deemed to have an indefinite life due to the ability to realise cash for these contractual rights through the Lloyds auction process. During 2009, an agreement was reached to cease underwriting in one syndicate. This agreement resulted in an impairment charge of EUR 3 million. Other intangible assets having an indefinite useful life at 31 December 2010 were EUR 14 million compared with EUR 19 million at 31 December 2009.
Intangible assets with an indefinite life are tested for impairment annually. The price of the Lloyds syndicate participations from the Lloyds auction process are key inputs to the impairment tests conducted which demonstrated that there are no indicators of impairment. EUR 3 million impairment relating to a Lloyds underwriting syndicate were recognised in 2009, and no impairment charges were recognised for the year ended 31 December 2010.
Tangible assets and real estate investments include all fixed assets and properties of the Group, comprising real estate investments and office buildings which the Group owns or leases. Other property related matters such as rental income received or commitments made to acquire property are also presented within this note.
Tangible assets at 31 December 2010 were EUR 52 million compared to EUR 40 million at 31 December 2009. These primarily relate to buildings used by SCOR as offices, office furniture and equipment, and building fixtures and fittings.
The majority of properties held by the Group are considered as investment property. They consist of office buildings, which the Group owns and leases, and one office building capitalised under finance lease contracts. The movements in the real estate investments and finance leases are analysed as follows:
| Real estate | Finance | ||
|---|---|---|---|
| In EUR million | investments | Leases | Total |
| Gross value at 31 December 2008 | 295 | 91 | 386 |
| Foreign exchange rate movements | - | - | - |
| Additions | 3 | - | 3 |
| Disposals | (70) | - | (70) |
| Change in scope of consolidation | 86 | - | 86 |
| Gross value at 31 December 2009 | 314 | 91 | 405 |
| Foreign exchange rate movements | 1 | - | 1 |
| Additions | 84 | - | 84 |
| Disposals | (13) | - | (13) |
| Change in scope of consolidation | |||
| Gross value at 31 December 2010 | 386 | 91 | 477 |
| Cumulative depreciation and impairment at 31 December 2008 | (81) | (21) | (102) |
| Depreciation for the period | 6 | (3) | 3 |
| Impairment for the period | - | - | - |
| Other | 1 | - | 1 |
| Cumulative depreciation and impairment at 31 December 2009 | (74) | (24) | (98) |
| Depreciation for the period | 3 | (4) | (1) |
| Impairment for the period | |||
| Other | |||
| Cumulative depreciation and impairment at 31 December 2010 | (71) | (28) | (99) |
| Carrying value as at 31 December 2008 | 215 | 70 | 285 |
| Carrying value as at 31 December 2009 | 240 | 67 | 307 |
| Fair value as at 31 December 2009 | 307 | 95 | 402 |
| Carrying value as at 31 December 2010 | 315 | 63 | 378 |
| Fair value as at 31 December 2010 | 398 | 95 | 493 |
On 12 May 2010 SCOR Auber, a wholly owned subsidiary of the Group, acquired a property Montrouge for EUR 42 million and on 18 June 2010 acquired Société par Actions Simplifiée ("SAS") DB Caravelle holding two properties for EUR 40 million as part of its real estate investment portfolio. These acquisitions were partly funded by debt re-financing as presented within other financial debt within Note 14. In addition, the sale of "Sebastopol" property on 1 October 2010 generated a capital gain of EUR 14 million. This gain has been presented in the statement of income within investment income.
On 30 October 2009 SCOR Auber, a wholly owned subsidiary of the Group, acquired Société Civile Immobilière ("SCI") 3-5 avenue de Friedland for EUR 82 million as part of its real estate investment portfolio. This was partly funded by debt re-financing as presented within other financial debt within Note 14. In addition, the sale of "le Vivaldi" property on 23 December 2009 generated a capital gain of EUR 24 million. This gain was presented in the statement of income within investment income.
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 as follows:
| 2010 | 2009 | ||||
|---|---|---|---|---|---|
| including | including | ||||
| Minimum | principal | Minimum | principal | ||
| In EUR million | payments | payments | payments | payments | |
| Less than one year | 4 | 2 | 8 | 5 | |
| From one to five years | - | - | 5 | 3 | |
| More than five years | - | - | - | - | |
| Total minimum payments | 4 | 2 | 13 | 8 | |
| Less interest expenses | (2) | - | (5) | - | |
| 2 | 2 | 8 | 8 | ||
| Principal in minimum payments |
Various entities in the Group rent their office headquarters. The largest lease contract is by SCOR Paris for its headquarters located at La Défense with a remaining lease term of 2 years. The minimum payments are as follows:
| 2010 | 2009 | |
|---|---|---|
| In EUR million | Minimum payments | Minimum payments |
| Less than one year | 13 | 13 |
| From one to five years | 13 | 27 |
| More than five years | - | - |
| TOTAL MINIMUM PAYMENTS | 26 | 40 |
As part of its real estate investment activities described above, SCOR leases or subleases its investment buildings and warehouses. 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:
| 2010 | 2009 | |
|---|---|---|
| In EUR million | Minimum rental income | Minimum rental income |
| Less than one year | 25 | 24 |
| From one to five years | 31 | 48 |
| More than five years | 4 | 4 |
| TOTAL MINIMUM RENTAL INCOME | 60 | 76 |
In December 2003, the Group sold its headquarters but remains as tenant of this building until December 2012. The owner of the building has a bank guarantee based on SCOR's rating. SCOR has pledged assets for the same value with the bank that issued this guarantee.
During 2009 the Group committed to a purchase and construction agreement in relation to an office building in Cologne. Total expected costs in relation to this contract amount to approximately EUR 35 million as estimated at the balance sheet date. This expenditure has been partially contracted as instalments payable from 2010 onwards and is contingent upon both the progress of construction work and backing by bank guarantees. As at the end of 2010, EUR 8 million of payments has been capitalized, of which the majority comprise instalments. The completion of the work relating to this agreement is anticipated by the end of 2011, with the final payment contingent upon the transfer of this property to the Group.
During 2010 the Group committed, subject to fulfilment of certain conditions, to purchase a Company whose primary asset is an office building, a portion of which will be used by SCOR and the remainder will be leased.The Group has made a deposit of EUR 17 million relating to the acquisition. At 31 December 2010, the purchase price has not been finalised, but is estimated to be approximately EUR 150 million and will be payable once the transaction has closed. The purchase is expected to close in 2011.
Commitments relating to the financing of acquisitions of investment properties through financial leases and other bank loans are presented within note 14.
The insurance business investments of the Group can be analysed as follows:
| Net book value as at 31 December | |||||
|---|---|---|---|---|---|
| In EUR million | 2010 | 2009 | |||
| Real estate investments | Note 5 | 378 | 307 | ||
| Equities | 1,273 | 1,147 | |||
| Fixed income | 10,188 | 8,850 | |||
| Available-for-sale investments | 11,461 | 9,997 | |||
| Equities | 31 | 41 | |||
| Fixed income | 9 | 124 | |||
| Investments at fair value through income – designated upon initial recognition |
40 | 165 | |||
| Loans and receivables | Note 7 | 7,898 | 8,071 | ||
| Derivative instruments | Note 8 | 94 | 104 | ||
| TOTAL INSURANCE BUSINESS INVESTMENTS | 19,871 | 18,644 |
As at 31 December 2009 USD 51 million of insurance business investments were acquired as part of the acquisition of XL Life America Inc.
Analysis of insurance business investments and financial liabilities carried at fair value by valuation method:
| Investments and cash as at 31 December 2010 | |||||||
|---|---|---|---|---|---|---|---|
| Cost or amortised |
|||||||
| In EUR million | Total | Level 1 | Level 2 | Level 3 | cost | ||
| Real estate | 378 | - | - | - | 378 | ||
| Equities | 1,273 | 1,025 | 161 | - | 87 | ||
| Fixed income | 10,188 | 9,048 | 1,126 | 14 | - | ||
| Available-for-sale investments | 11,461 | 10,073 | 1,287 | 14 | 87 | ||
| Equities | 31 | 1 | 30 | - | - | ||
| Fixed income | 9 | 9 | - | - | - | ||
| Investments at fair value through income | 40 | 10 | 30 | - | - | ||
| Loans and receivables | 7,898 | 259 | - | - | 7,639 | ||
| Derivative instruments - assets | 94 | - | 33 | 61 | - | ||
| Total insurance business investments | 19,871 | 10,342 | 1,350 | 75 | 8,104 | ||
| Cash and equivalents | 1,007 | 1,007 | - | - | - | ||
| Investments and cash as at 31 December 2010 | 20,878 | 11,349 | 1,350 | 75 | 8,104 |
| Investments and cash as at 31 December 2009 | |||||
|---|---|---|---|---|---|
| In EUR million | Total | Level 1 | Level 2 | Level 3 | Cost or amortised cost |
| Real estate | 307 | - | - | - | 307 |
| Equities | 1,147 | 982 | 80 | 2 | 83 |
| Fixed income | 8,850 | 7,682 | 1,160 | 8 | |
| Available-for-sale investments | 9,997 | 8,664 | 1,240 | 10 | 83 |
| Equities | 41 | 12 | 29 | - | - |
| Fixed income | 124 | 124 | - | - | - |
| Investments at fair value through income | 165 | 136 | 29 | - | - |
| Loans and receivables | 8,071 | 329 | - | - | 7,742 |
| Derivative instruments - assets | 104 | - | 44 | 60 | - |
| Total insurance business investments | 18,644 | 9,129 | 1,313 | 70 | 8,132 |
| Cash and equivalents | 1,325 | 1,325 | - | - | - |
| Investments and cash as at 31 December 2009 |
19,969 | 10,454 | 1,313 | 70 | 8,132 |
The level in which an investment is categorised 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.
The Group has certain investments which are valued based on models prepared by external third parties using market inputs. These primarily comprise structured products, other than agencies for which the market which is considered active, as well as specific index linked equities and certain alternative investments. Similarly, the Group values certain derivative investments, namely the mortality and real estate swaps and S&P options, using internal valuation techniques based on observable market data. Further detail on the valuation of these derivative instruments is included within Note 8.
The Group considers those instruments whose fair value is not based on observable market data or whose fair value makes use of observable inputs that require significant adjustment based on unobservable inputs to be Level 3 fair value measurement category. These instruments are neither supported by prices from observable current market transactions in the same instrument, nor are they based on available market data. The main asset class within Level 3 fair value measurement category as at year end consists of derivative instruments primarily relating to the Atlas catastrophe agreements. Further detail on the valuation of these derivatives is included within Note 8.
Available for sale investments included approximately EUR 87 million which are measured at cost (2009: EUR 83 million). These investments include primarily unlisted equity securities. During the period, there were no material gains or losses realised on the disposal of available for sale investments which were previously carried at cost.
During the year ended 31 December 2010, there were EUR 4 million net transfers into the Level 3 fair value measurement category.
| At 1 January | Total gains / (losses) recognised in income |
Transfer into / out of level 3 fair value |
measurement At 31 December | |||
|---|---|---|---|---|---|---|
| In EUR million | 2010 | statement | Purchases | Sales | 2010 | |
| Equities | 2 | - | - | - | (2) | 0 |
| Fixed income | 8 | - | - | - | 6 | 14 |
| Available-for-sale investments | 10 | - | - | - | 4 | 14 |
| Derivative instruments- assets | 60 | (25)(1) | 26(2) | - | - | 61 |
| Investments | 70 | (25) | 26 | - | 4 | 75 |
(1) Movements in derivatives instruments relates to the amortization and investment in ATLAS V and VI catastrophe bonds.
(2) Purchase of the second tranche of ATLAS VI catastrophe bonds
| At 1 January | Total gains / (losses) recognised in income |
Transfer into / out of level 3 fair value |
measurement At 31 December | |||
|---|---|---|---|---|---|---|
| In EUR million | 2009 | statement | Purchases | Sales | 2009 | |
| Equities | 18 | 4 | - | (20) | - | 2 |
| Fixed income | 8 | - | - | - | - | 8 |
| Available-for-sale investments | 26 | 4 | - | (20) | - | 10 |
| Derivative instruments- assets | - | (21) | 81 | - | - | 60 |
| Investments | 26 | (17) | 81 | (20) | - | 70 |
Gains or losses (realised and unrealised) included in profit or loss for the period relating to level 3 investments are presented in the consolidated income statement as follows:
| Year ended 31 December 2010 | |||
|---|---|---|---|
| Fair value | |||
| Realised gains | (unrealised) gains | ||
| In EUR million | (losses) | (losses) | Total |
| Total gains or (losses) included in profit or loss for | |||
| the period | - | (25) | (25) |
| Total gains or (losses) included in profit or loss for | |||
| the period for assets still held as at 31 December | - | (25) | (25) |
| Year ended 31 December 2009 | |||
|---|---|---|---|
| Fair value | |||
| Realised gains | (unrealised) gains | ||
| In EUR million | (losses) | (losses) | Total |
| Total gains or (losses) included in profit or loss for | |||
| the period | 4 | (21) | (17) |
| Total gains or (losses) included in profit or loss for | |||
| the period for assets still held as at 31 December | - | (21) | (21) |
There have been no material transfers between Level 1 and Level 2 in 2010.
The change in the valuation of the available-for-sale portfolio affecting shareholders' equity is as follows:
| In EUR million | 2010 | 2009 |
|---|---|---|
| Net unrealised gains (losses) net of tax 1 January | 37 | (251) |
| Transferred to consolidated net income during the period, net of | ||
| impairment | 46 | 95 |
| Change in unrealised gains and losses (including investments | ||
| purchased during the period) (1) | (56) | 189 |
| Impact of foreign exchange | 36 | 14 |
| Change in scope and other | (7) | (10) |
| Net unrealised gains (losses) net of tax 31 December | 56 | 37 |
(1) Change in unrealized gains and losses is presented net of shadow accounting
At 31 December, the unrealised gains and losses on available-for-sale investments can be analysed as follows:
| 2010 | 2009 | |||||
|---|---|---|---|---|---|---|
| Unrealised | Unrealised | Net unrealised | Unrealised | Unrealised | Net unrealised | |
| In EUR million | gains | losses | gains (losses) | gains | losses | gains (losses) |
| Equities | 51 | (53) | (2) | 48 | (55) | (7) |
| Bonds | 204 | (106) | 98 | 164 | (160) | 4 |
| Unrealised gains and | ||||||
| losses on available-for | ||||||
| sale investments (gross of | ||||||
| tax) (1) | 255 | (159) | 96 | 212 | (215) | (3) |
(1) Unrealised gains and losses on available for sale investments analysed above exclude gains and losses relating to foreign exchange.
Total impairment losses recorded in 2010 amounted to EUR 57 million, of which EUR 37 million (2009: EUR 185 million) relate to the equity portfolio and EUR 20 million (2009: EUR 47 million) on fixed-income securities.
The Group analyses its unrealised gains / (losses) on equity securities as follows:
| As at 31 December 2010 | ||||
|---|---|---|---|---|
| In EUR million | Duration of decline in months | |||
| Magnitude of decline | <12 | 12-18 | >18 | Total |
| 31-40% | (4) | - | - | (4) |
| 41-50% | - | - | - | - |
| ≥ 51% | - | - | - | - |
| Total unrealised losses on available-for-sale equity securities analysed on a line-by-line basis |
(4) | - | - | (4) |
| Unrealised losses < 30% | - | - | - | (49) |
| Unrealised gains and other (1) | - | - | - | 51 |
| Net unrealised gains / (losses) | - | - | - | (2) |
| In EUR million | As at 31 December 2009 Duration of decline in months |
|||
|---|---|---|---|---|
| Magnitude of decline | < 12 | 12-18 | > 18 | Total |
| 31-40% | - | (3) | - | (3) |
| 41-50% | - | - | - | - |
| ≥ 51% | - | - | - | - |
| Total unrealised losses on available-for-sale equity securities analysed on a line-by-line basis |
0 | (3) | 0 | (3) |
| Unrealised losses < 30% | - | - | - | (52) |
| Unrealised gains and other (1) | - | - | - | 48 |
| Net unrealised gains / (losses) | - | - | - | (7) |
(1) Other also includes one listed investment with an unrealised loss of EUR 9 million (2009: EUR 7 million) judged not impaired given the strategic nature of the investment.
The following table summarises the fixed income securities and unrealised gains / (losses) by class of fixed income security:
| As at 31 December 2010 | As at 31 December 2009 | ||||
|---|---|---|---|---|---|
| Net unrealised | Net unrealised | ||||
| In EUR million | Book value | gains / (losses) | Book value | gains / (losses) | |
| Government bonds | 4,853 | 38 | 4,164 | 39 | |
| Corporate bonds | 3,934 | 64 | 3,349 | 41 | |
| Structured products | 1,401 | (4) | 1,337 | (76) | |
| Total fixed income securities | 10,188 | 98 | 8,850 | 4 |
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 2010 | |||||||
| Available-for-sale | 6,042 | 838 | 1,717 | 1,093 | 302 | 196 | 10,188 |
| Fair value through income | - | 9 | - | - | - | - | 9 |
| Total fixed income securities as at 31 December 2010 |
6,042 | 847 | 1,717 | 1,093 | 302 | 196 | 10,197 |
| As at 31 December 2009 | |||||||
| Available-for-sale | 5,524 | 834 | 1,422 | 752 | 137 | 181 | 8,850 |
| Fair value through income | 66 | 39 | 4 | 5 | 2 | 8 | 124 |
| Total fixed income securities as at 31 December 2009 |
5,590 | 873 | 1,426 | 757 | 139 | 189 | 8,974 |
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 to five | Five to ten | Ten to | More than | ||
|---|---|---|---|---|---|---|
| one year | years | years | twenty years | twenty years | Total | |
| As at 31 December 2010 | ||||||
| In EUR million | 1,821 | 5,476 | 2,105 | 610 | 185 | 10,197 |
| In percentage | 18% | 54% | 20% | 6% | 2% | 100% |
| As at 31 December 2009 | ||||||
| In EUR million | 255 | 4,881 | 1,992 | 673 | 1,173 | 8,974 |
| In percentage | 2.8% | 54.4% | 22.2% | 7.5% | 13.1% | 100% |
| In EUR million | 2010 | 2009 |
|---|---|---|
| Funds held by ceding companies (1) | 7,481 | 7,629 |
| Short term investments | 259 | 330 |
| Loans secured against collateral | 31 | 31 |
| Other loans maturing in more than one year (1) | 79 | 56 |
| Deposits | 48 | 26 |
| TOTAL | 7,898 | 8,071 |
(1) 2009 comparatives have been aligned following reclassification of certain balances in 2010
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".
The decrease of EUR 173 million during the year results from reduced funds held by ceding companies and disposal of short term investments. In 2009 the decrease of EUR 1,238 million was due to disposal of short term investments.
Short term investments are carried at fair value. Other loans and receivables are carried at cost which approximates the fair value at 31 December 2010 and 2009.
Derivative financial instruments include the following items:
| Fair value through | ||||||
|---|---|---|---|---|---|---|
| Derivative assets | Derivative liabilities | income | ||||
| In EUR million | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 |
| Atlas V & VI | 61 | 60 | - | - | (28) | (17) |
| Mortality swaps | 6 | 11 | - | - | (6) | (5) |
| Real estate swaps | - | - | 3 | 1 | (3) | (1) |
| S&P 500 index options | 22 | 30 | - | - | 11 | 12 |
| Interest rate swaps | - | - | 2 | 1 | (2) | (1) |
| Forward currency contracts | 5 | 3 | 3 | 7 | - | - |
| TOTAL | 94 | 104 | 8 | 9 | (28) | (12) |
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") provides the Group with additional protection of USD 200 million for exposures to earthquakes and hurricanes in the USA and Puerto Rico. Events are 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 will provide 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 is due to mature on 31 December 2010 and provides similar geographical cover of EUR 160 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" these instruments have been recognised as derivative instruments, which are fully funded by the proceeds of the vehicles.
Amounts are recorded in the balance sheet representing the derivative asset recognised 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 (Note 6).
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 recognised as other operating expenses or other operating income.
Premiums related to the underlying business are accounted for in accordance with IFRS 4 "Insurance Contracts".
During 2008 SCOR Global Life SE concluded a four-year mortality swap with JP Morgan, effective 1 January 2008. 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 can receive 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 will also receive up to a nominal amount of USD 75 million in the event of a rise in mortality. The agreement which runs from 1 January 2008 to 31 December 2011 and 1 January 2009 to 31 December 2011 for the 1st and 2nd tranche respectively will compensate SCOR notably for a rise in mortality rates due to major pandemics, natural catastrophes or terrorist attacks.
The swaps are indexed against a weighted combination of U.S. and European population mortality, measured over two consecutive calendar years. According to the structure of the arrangements, a payment will be triggered if, at any time during the period covered, the index exceeds attachment point as presented within the following table. At any index level between the attachment point and the exhaustion point, JP Morgan will pay to SCOR a pro-rata amount of the notional swap amount of the nominal amount, so that for example at an index level of 107.5% on the 2nd tranche, 50% of the total amount becomes payable and at an index level of 110%, the full amount will be paid out. The mortality risk swap is fully collateralised by JP Morgan in favour of SCOR and thus SCOR bears no credit risk exposure.
The terms of the agreement have been summarised below:
| 2008 agreement | 2009 amendment | |
|---|---|---|
| (1st tranche) | (2nd tranche) | |
| Nominal amount | USD 100 million & EUR 36 million | USD 75 million |
| Risk period | 1 January 2008 to 31 December 2011 | 1 January 2009 to 31 December 2011 |
| Attachment point | 115% | 105% |
| Exhaustion point | 125% | 110% |
| Signing date | 22 February 2008 | 1 September 2009 |
Additionally, SCOR prepaid USD 850,000 and USD 1,050,000 for the 1st and 2nd tranche respectively as a form of collateral to JP Morgan to secure fees for these arrangements.
The mortality swap asset is measured as the difference between the present value of expected cash flows based on the contractual spread (205 bps and 550 bps for the 1st and 2nd tranche respectively) and the current estimated spread obtained from comparable instruments in the market.
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 running until 2011. The two separate swaps are calculated and settled annually April of each year:
The objective of this transaction is 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 legs of the transactions is EUR 30 million.
SCOR values these swaps using an internal model based on observable banking and real estate inputs.
In connection with its asset-liability matching strategy, SCOR hedges the equity index annuities portfolio through various call options on one or more of the following indices: S&P 500, NASDAQ, Euro Stoxx 50, London World Community. For these annuities, policyholder values are credited based on the performance of a specified index, over the counter options are purchased as investments to provide the income needed to fund the index credits. Any basis risk and risk associated with actual versus expected assumptions for mortality and lapse rates are retained by the Group.
These options are valued based on the Black-Scholes and other stochastic simulation models using 31 December 2010 financial data including the appropriate indices, implied volatility and risk-free rates. The notional amount at 31 December 2010 was USD 842 million or EUR 626 million (2009: USD 812 million, EUR 558 million) for which the cost of the option was USD 30 million or EUR 22 million (2009: USD 31 million, EUR 21 million). The fair value adjustment recorded at 31 December 2010 amounted to USD (1) million or EUR (1) million (2009: USD 13 million, EUR 9 million) to reduce the options to their fair value of USD 29 million or EUR 22 million (2009: USD 44 million, EUR 30 million). The total decrease in fair value for these contracts in 2010 recorded through income amounted to USD 14 million or EUR 11 million (2009 decrease in fair value of: USD 17 million, EUR 12 million).
The underlying indexed annuity contracts contain caps (limits) on the percentage increase in the underlying index that SCOR contractually must credit to the policyholders' accounts. The average cap on the portfolio is about 6%. Our maximum total exposure at 31 December 2010 associated with the USD 841 million (2009: USD 812 million) notional amount including recognition of the caps if counterparties fail to pay is USD 50 million (2009: USD 56 million).
SCOR enters into interest rates swaps to cover its exposure to financial debt with variable interest rates. The fair value of these swaps is obtained from the banking counterparty using market inputs. The total notional amount relating to these swaps is EUR 68 million at 31 December 2010 (2009: EUR 97 million). Net interest paid under these swaps amounted to EUR 1 million in 2010 (2009: EUR 1 million).
SCOR enters into forward currency purchase and sales 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 2010 and 2009, 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 2010 | 746 | 1 | 1,119 | 1 | |
| 31 December 2009 (1) | 744 | (2) | 660 | (2) |
(1) The amounts presented exclude a forward contract executed near to the close of markets on 31 December 2009 for the sale of USD to purchase EUR for a notional amount of EUR 396 million in order to hedge the change in functional currency in a subsidiary to avoid being unhedged while markets are closed at the start of 2010. The value of this transaction as at 31 December 2009 was close to nil.
The Group holds investments in associated companies. The following table provides a summary of the financial information for these companies expressed in local standards.
| Total | |||||||
|---|---|---|---|---|---|---|---|
| liabilities | Net book | ||||||
| Total | excluding | Net income | value (in | ||||
| In EUR million | Control % | Country | assets | equity | Turnover | at 100% | SCOR) |
| ASEFA | 40% | Spain | 1,056 | 971 | 107 | 5 | 34 |
| Mutre | 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 | ||||||
| ASEFA | 40% | Spain | 1,121 | 1,043 | 112 | 3 | 31 |
| Mutre | 33% | France | 838 | 776 | 307 | (3) | 32 |
| SCOR CHANNEL | 100% | Guernsey | 14 | 12 | 12 | - | 2 |
| SCOR Gestion | |||||||
| financière | 100% | France | 4 | - | - | (1) | 4 |
| TOTAL 2009 (2) | 69 |
(1) Based on 2010 provisional financial information.
(2) Based on 2008 accounts except ASEFA and SGF which are based on 2009 provisional financial information.
| 2010 | 2009 | |||||
|---|---|---|---|---|---|---|
| SCOR | SCOR | SCOR | SCOR | |||
| In EUR million | Global Life | Global P&C | Total | Global Life | Global P&C | Total |
| Gross receivables from ceding companies | 276 | 275 | 551 | 206 | 327 | 533 |
| Provision for bad debts | (5) | (11) | (16) | (3) | (14) | (17) |
| Estimated premiums receivable from cedants, | ||||||
| net of commission | 1,583 | 1,396 | 2,979 | 1,532 | 1,259 | 2,791 |
| Assumed insurance and reinsurance |
||||||
| accounts receivable | 1,854 | 1,660 | 3,514 | 1,735 | 1,572 | 3,307 |
| Amount due from reinsurers | 96 | 39 | 135 | 132 | (11) | 121 |
| Provision for bad debts | - | (4) | (4) | - | (5) | (5) |
| Receivables from ceded reinsurance |
||||||
| transactions | 96 | 35 | 131 | 132 | (16) | 116 |
| Assumed insurance and reinsurance accounts payable |
(95) | (135) | (230) | (157) | (220) | (377) |
| Liabilities for cash deposits from | ||||||
| retrocessionaires | (342) | (169) | (511) | (543) | (186) | (729) |
| Amount due to reinsurers | (177) | (21) | (198) | (40) | 42 | 2 |
| Estimated premiums payable to | ||||||
| retrocessionaires, net of commission | (126) | (71) | (197) | (298) | (58) | (356) |
| Accounts payable on ceded reinsurance | ||||||
| transactions | (645) | (261) | (906) | (881) | (202) (1,083) |
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.
| 2010 | 2009 | |||||
|---|---|---|---|---|---|---|
| SCOR | SCOR | SCOR | ||||
| SCOR | Global | Global | Global | |||
| In EUR million | Global Life | P&C | Total | Life | P&C | Total |
| Net value at 1 January | 529 | 238 | 767 | 524 | 227 | 751 |
| Capitalisation of new contracts for the period | 51 | 280 | 331 | 154 | 239 | 393 |
| Change in scope of consolidation and contract | ||||||
| portfolio exchanges | - | - | - | - | - | - |
| Amortisation for the year | (80) | (255) | (335) | (77) | (227) | (304) |
| Impairment losses during the year | - | - | - | (7) | - | (7) |
| Foreign exchange rate movements | 31 | 15 | 46 | (4) | (1) | (5) |
| Other changes (including change in shadow | ||||||
| accounting) | (46) | - | (46) | (61) | - | (61) |
| Net value at 31 December | 485 | 278 | 763 | 529 | 238 | 767 |
| In EUR million | 2010 | 2009 |
|---|---|---|
| Cash on hand and cash equivalent | 621 | 1,004 |
| Short-term deposits and investments | 386 | 321 |
| Cash and cash equivalents | 1,007 | 1,325 |
Cash where applicable earns interest based on daily deposit interest rates. Total cash and cash equivalents include short term deposits and investments, which mature in less than three months from the date of the initial investment and earn interest based on the 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 less than 12 months from date of purchase (as presented within Note 7). Total liquidity as at 31 December 2010 is EUR 1,266 million (2009: EUR 1,655 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 | 2010 | 2009 | |
| Consolidated Group net income | 418 | 370 | |
| Realised gains and losses on investment disposals | (24) | 109 | |
| Change in accumulated amortisation and other provisions | (1) | 16 | |
| Changes in deferred acquisition costs | 68 | (118) | |
| Net increase in contract liabilities | 432 | 889 | |
| Change in fair value of financial instruments recognised at fair | |||
| value through income | 28 | (1) | |
| Other non-cash items included in operating results | (325) | (163) | |
| Net cash flow provided by operations, excluding changes in working capital |
596 | 1,102 | |
| Change in loans and accounts receivable | 73 | (234) | |
| Cash flows from other assets and liabilities | - | - | |
| Net tax (paid)/received | (13) | (17) | |
| Net cash flow provided by operations | 656 | 851 |
During the year the Group has 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 40 million (2009: EUR 31 million) and EUR 399 million (2009: EUR 297 million). Tax cash outflows during the year were EUR 13 million (2009: outflow of EUR 17 million).
The authorised share capital of the Company at 31 December 2010 was 187,795,401 shares with a nominal value of EUR 7.8769723 each compared with authorised share capital of 185,213,031 shares with a nominal value of EUR 7.8769723 at the end of 2009.
The number of ordinary shares which were issued and fully paid in circulation as at 31 December 2010 and 2009 were as follows:
| 2010 | 2009 | |
|---|---|---|
| As at 1 January | 185,213,031 | 184,246,437 |
| Share capital increase – 9 January 2009 | 10,410 | |
| Share capital increase – 6 February 2009 | 9,869 | |
| Share capital increase – 28 February 2009 | 10,225 | |
| Share capital decrease – 3 March 2009 | (129,539) | |
| Share capital increase – 31 December 2009 | 131,053 | |
| Share capital increase – OCEANE conversion – 22 December 2009 | 934,576 | |
| Share capital increase – 2 March 2010 | 10,705 | |
| Share capital decrease - 2 March 2010 | (141,758) | |
| Share capital increase - 11 March 2010 | 37,428 | |
| Share capital increase - 23 March 2010 | 24,552 | |
| Share capital increase - 31 March 2010 | 1,137 | |
| Share capital increase - 27 April 2010 | 5,526 | |
| Share capital increase – 31 August 2010 | 1,568 | |
| Share capital decrease - 28 July 2010 | (68,643) | |
| Share capital increase – 30 September 2010 | 2,612 | |
| Share capital increase - 30 October 2010 | 6,647 | |
| Share capital increase – 30 November 2010 | 20,077 | |
| Share capital increase – 31 December 2010 | 35,002 | |
| Share capital increase - Scrip dividends – 15 June 2010 | 2,647,517 | |
| As at 31 December | 187,795,401 | 185,213,031 |
| Average nominal price per share in EUR | 7.8769723 | 7.8769723 |
| Share capital in EUR | 1,479,259,172 | 1,458,917,915 |
In 2009 the movements were due to the following operations:
In 2010, the movements were due to the following operations:
The shares issued in 2010 and 2009 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 2010 amounted to 6,427,554 shares compared to 6,599,717 shares at the end of 2009. These treasury shares are not entitled to dividends.
The outstanding balance of the convertible OCEANE bond at the end of 2009 was paid back in full on 4 January 2010.
On 17 December 2010 SCOR issued 9,521,424 warrants to UBS to provide the Group with additional capital in the event of natural catastrophes. Each warrant commits UBS to subscribe for two new SCOR shares. The issuance of the shares will be automatically triggered when the aggregated amount of the estimated ultimate net losses resulting from natural catastrophes incurred by the Group (in its capacity as an insurer/reinsurer) reaches certain thresholds in any given calendar year between 1 January 2011 and 31 December 2013 or SCOR's share price drops below EUR 10. Under the transaction, SCOR will benefit from a contingent capital equity line for a maximum amount of EUR 150 million (including issuance premium), which depending on the level of ultimate net losses will either be available in full or in two separate tranches of EUR 75 million each (including issuance premium). In the absence of any triggering event, no shares will be issued under the facility.
The Group's capital management policy is to optimise the utilisation of its capital and debt structure in order to maximise 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 optimise 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 entities, 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:
Profitability of 1000 basis points above the risk-free rate over the cycle.
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 recognised from a pure accounting view. The policy builds on the following two concepts:
The level of retrocession is selected to ensure that the Group's retained risk profile respects the 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 securitisation, 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.
Claims supporting capital managed is comprised of the following:
| At 31 December 2010 | At 31 December 2009 | ||||
|---|---|---|---|---|---|
| In EUR million | Book value | Fair value | Book value | Fair value | |
| Subordinated debts | 479 | 453 | 477 | 443 | |
| Debt instruments issued | - | - | - | - | |
| OCEANE financial debt - repayable 1 January | |||||
| 2010 | - | - | 191 | 218 | |
| Shareholders' equity | 4,352 | 4,352 | 3,901 | 3,901 | |
| Total claims supporting capital | 4,831 | 4,805 | 4,569 | 4,562 |
It should be noted that regulatory filings in the majority of countries in which the Group operates are not prepared on an IFRS GAAP basis. The statutory basis of accounting in various countries is very often different from IFRS giving rise to potential differences between IFRS GAAP 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 United States, the United Kingdom, 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 statement completed 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 and 2010. The results of these assessments confirm that the Group meets the requirements of the "Solvency I" directive.
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 using the U.S. dollar as the functional currency. During the year, the Group undertook hedging of the net asset value of its U.S. dollar denominated subsidiaries. These hedges resulted in a total negative foreign exchange impact of EUR 22 million within equity (2009: EUR 1 million). As at 31 December 2010, the Group does not have any hedges of net investments in place. (See Note 26 – Insurance and financial risk)
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.
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.
The Combined General Meeting of 28 April 2010 decided that payment of the dividend approved for EUR 1.00 per share for 2009 could be received either in cash or in new ordinary shares, to be issued at a price set at EUR 15.96. This last option was exercised for 2,647,517 new shares for a total value of EUR 42 million, allocated to the share capital of the company for EUR 21 million and additional paid-in capital for EUR 21 million. The 2009 dividend distribution totalled EUR 179 million, of which EUR 42 million was settled in SCOR shares on 15 June 2010 and EUR 137 million was paid in cash.
In 2009, SCOR SE paid a share dividend of EUR 0.80 per share in cash on 14 May 2009 for a total amount of EUR 143 million.
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 following table sets out an overview of the debt issued by the Group:
| 2010 | 2009 | |||||
|---|---|---|---|---|---|---|
| Net book | Net book | |||||
| In EUR million | Maturity | value | Fair value | value | Fair value | |
| Subordinated debt | ||||||
| USD 100 million | 06/06/2029 | 74 | 74 | 69 | 69 | |
| EUR 100 million | 05/07/2020 | 94 | 94 | 93 | 93 | |
| EUR 50 million | Perpetual | 50 | 50 | 50 | 50 | |
| EUR 350 million | Perpetual | 261 | 235 | 265 | 231 | |
| Total subordinated debt | 479 | 453 | 477 | 443 | ||
| Other financial debt | ||||||
| Financial leases | 2 | 2 | 8 | 8 | ||
| Other | 194 | 194 | 144 | 144 | ||
| Total other financial debt | 196 | 196 | 152 | 152 | ||
| TOTAL FINANCIAL DEBT | 675 | 649 | 629 | 595 | ||
| OCEANE FINANCIAL DEBT | ||||||
| REPAID 4 JANUARY 2010 | -- | -- | 191 | 218 |
A 30-year subordinated note totalling USD 100 million was issued on 7 June 1999. This note is redeemable by SCOR quarterly as from the tenth year. 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.
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.
EUR 50 million Perpetual Step-Up subordinated notes were issued on 23 March 1999. These notes are redeemable after 15 years, and at a 5-year interval, beyond the 15 years. The floating-rate notes bear 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.
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) for an 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 21 June 2004, the Board of Directors approved the issuance of a bond represented by SCOR OCEANE bonds, as approved at the Combined Shareholders' General Meeting on 18 May 2004, and delegated to its Chairman the authority required to carry out such transactions. Issued on 2 July 2004, the nominal value of this bond issuance was EUR 200 million represented by 100 million OCEANEs with a nominal value of EUR 2 each with a term of 5 years and 183 days. The bonds earned interest at a rate of 4.125% payable upon maturity on 1st January of each year.
At any time from 2 July 2004 until the seventh day preceding the normal or early redemption date, bondholders were able to request conversion or exchange of the bonds for shares at a specified rate (the "conversion/exchange ratio"). During 2009 the conversion/exchange ratio was adjusted in accordance with the provisions of Article 2.6.7.3 (4) of the offering and listing prospectus in such a manner that each OCEANE gave an entitlement, via exchange or conversion, to 0.117 SCOR shares (amounting to a conversion price of EUR 17.09 per SCOR share). The Company was able to choose to provide new shares to be issued and/or existing shares.
In December 2009, certain bondholders exercised their option to convert the OCEANE bonds into shares, leading to an increase of EUR 16 million in share capital and premium. The EUR 16 million increase in share capital and premium was recognised during the year ended 31 December 2009, as stated in Note 13. SCOR reimbursed the remaining bondholders in cash on 4 January 2010. As at 31 December 2009, due to the change in nature of this bond in comparison to the remaining debt, the amount outstanding has been presented below financial debt on the Consolidated Balance Sheet. The total amount repaid in cash during 2010 was EUR 184 million excluding accrued interest (EUR 191 million including interest).
The 2009 earnings per share calculation, as presented within Note 23, incorporated the EUR 16 million increase in share capital reflecting those bonds converted during 2009. No additional amounts were included within 2009 diluted earnings per share calculation as the remaining bonds at year end were no longer considered potential ordinary shares.
Other financial debt relates primarily to the acquisition of investment properties through financial leases, including options to purchase freehold, in total EUR 2 million and other property related bank loans of EUR 194 million.
The effective interest rate expense incurred during the year relating to financial liabilities measured at amortised cost for 2010 and 2009 is as follows:
| In EUR million | 2010 | 2009 |
|---|---|---|
| Interest on short and medium term debt(1) | (26) | (20) |
| Interest on OCEANE, perpetual debt and other long term | ||
| borrowings | (20) | (41) |
| TOTAL | (46) | (61) |
(1) The amounts presented for 2010 include set up costs for Atlas V & VI of EUR 3 million and EUR 1.4 million respectively, and certain other one-off letter of credit (LOC) charges.
The maturity profiles of financial debt is included in Note 26 – Insurance and financial risk.
The following table summarises amounts included in contingency reserves:
| Reserves for post employment |
|||
|---|---|---|---|
| In EUR million | benefits | Other reserves | Total |
| At 1 January 2009 | 74 | 25 | 99 |
| Acquisition of a subsidiary | - | - | - |
| Current year provision | - | 5 | 5 |
| Used reserves | (1) | (20) | (21) |
| Reversal of unused reserves | - | - | - |
| Foreign exchange rate movements | - | - | - |
| Adjusted discount rate | 3 | - | 3 |
| Others | - | 1 | 1 |
| At 31 December 2009 | 76 | 11 | 87 |
| Acquisition of a subsidiary | - | - | - |
| Current year provision | - | 2 | 2 |
| Used reserves | (14) | (4) | (18) |
| Reversal of unused reserves | (1) | - | (1) |
| Foreign exchange rate movements | 3 | - | 3 |
| Adjusted discount rate | 15 | - | 15 |
| Others | - | - | - |
| At 31 December 2010 | 79 | 9 | 88 |
These benefits amount to EUR 79 million and EUR 76 million at 31 December 2010 and 2009, respectively and include post-employment benefits such as pension plans EUR 74 million (2009: EUR 72 million) and Long service awards provisions EUR 5 million (2009: EUR 4 million).
The other reserves include mainly provision for restructuring cost of EUR 4 million (2009: EUR 4 million) and other provisions related to employee and litigation of EUR 5 million (2009: EUR 6 million).
| SCOR Global Life | SCOR Global P&C | Total | ||||
|---|---|---|---|---|---|---|
| In EUR million | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 |
| Gross contract liabilities | ||||||
| Gross claim reserves | 3,306 | 3,169 | 9,696 | 9,156 | 13,002 | 12,325 |
| Mathematical reserves | 7,420 | 7,412 | - | - | 7,420 | 7,412 |
| Unearned premium reserves | 70 | 89 | 1 314 | 1,135 | 1 384 | 1,224 |
| Total gross insurance contract liabilities | 10,796 | 10,670 | 11,010 | 10,291 | 21,806 | 20,961 |
| Reserves for financial contracts | - | - | 151 | 165 | 151 | 165 |
| Total gross contract liabilities | 10,796 | 10,670 | 11,161 | 10,456 | 21,957 | 21,126 |
| Reinsurance recoverable | ||||||
| Ceded claims reserves & claims expense reserves | (197) | (481) | (412) | (473) | (609) | (954) |
| Ceded mathematical reserves | (454) | (439) | - | - | (454) | (439) |
| Ceded unearned premium reserves | (2) | (6) | (49) | (40) | (51) | (46) |
| Ceded contract liabilities | (653) | (926) | (461) | (513) | (1,114) | (1,439) |
| Contract liabilities, net | 10,143 | 9,744 | 10,700 | 9,944 | 20,843 | 19,687 |
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 analysis of the credit rating of the reinsurance recoverable asset from ceded reinsurance together with an aging analysis of the reinsurance asset is also included in Note 26 – Insurance and financial risk.
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 2010 and 2009.
| In EUR million | 2010 | 2009 |
|---|---|---|
| Gross claims reserves and claims estimates as at 1 January | 9,156 | 9,127 |
| Ceded claims reserves and claims estimates as at 1 January | (473) | (467) |
| Net claim reserves and claims estimates as at 1 January | 8,683 | 8,660 |
| Revaluation of opening balance at current year end exchange rates | 396 | (35) |
| Net claims reserves and claims estimates as at 1 January – revalued | 9,079 | 8,625 |
| Net claims incurred relating to the current underwriting year | 1,404 | 1,249 |
| Net claims incurred for prior underwriting years | 939 | 831 |
| Total net claims incurred | 2,343 | 2,080 |
| Net claims payments for the current underwriting year | (90) | (48) |
| Net claims payments for prior underwriting years | (2,069) | (1992) |
| Total net claims payments | (2,159) | (2040) |
| Effect of other foreign exchange rate movements | 21 | 18 |
| Net claim reserves and claims estimates as at 31 December | 9,284 | 8,683 |
| Ceded claims reserves and claims estimates as at 31 December | (412) | (473) |
| Gross claims reserves and claims estimates as at 31 December | 9,696 | 9,156 |
The analysis of the balance sheet reserve movements of SCOR Global P&C, net of retrocession is presented as follows:
| In EUR million | 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | 2008(1) | 2009(1) | 2010(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 |
| Ceded claims reserves & estimates-end of | |||||||||
| year (2) | 1,313 | 691 | 533 | 554 | 490 | 598 | 467 | 473 | 412 |
| 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 |
| Net paid losses (3) (4) | |||||||||
| 1 year later | 2,627 | 1,425 | 896 | 1,000 | 1,026 | 1,766 | 1,992 2,101 | ||
| 2 years later | 3,735 | 2,119 | 1,569 | 1,657 | 1,626 | 2,931 | 3,295 | - | |
| 3 years later | 4,557 | 2,666 | 2,075 | 2,092 | 2,155 | 3,901 | - | - | |
| 4 years later | 5,029 | 3,119 | 2,455 | 2,351 | 2,837 | - | - | - | |
| 5 years later | 5,436 | 3,456 | 2,640 | 2,948 | - | - | - | - | |
| 6 years later | 5,740 | 3,704 | 3,183 | - | - | - | - | - | |
| 7 years later | 6,051 | 4,169 | - | - | - | - | - | - | |
| 8 years later | 6,443 | - | - | - | - | - | - | - | |
| 9 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 | ||
| 2 years later | 8,133 | 6,762 | 5,989 | 6,262 | 5,765 | 9,482 | 9,490 | - | |
| 3 years later | 8,418 | 6,866 | 6,243 | 6,312 | 5,784 | 9,381 | - | - | |
| 4 years later | 8,543 | 7,145 | 6,306 | 6,305 | 5,630 | - | - | - | |
| 5 years later | 8,853 | 7,205 | 6,302 | 6,184 | - | - | - | - | |
| 6 years later | 8,901 | 7,265 | 6,200 | - | - | - | - | - | |
| 7 years later | 8,993 | 7,209 | - | - | - | - | - | - | |
| 8 years later | 8,999 | - | - | - | - | - | - | - | |
| 9 years later | - | - | - | - | - | - | - | - | |
| Gross cumulative inception to date incurred | |||||||||
| losses as at 31 December 20102 | 10,868 | 8,135 | 7,027 | 6,927 | 6,102 | 10,113 10,099 10,106 | |||
| Ceded cumulative inception to date incurred | |||||||||
| losses as at 31 December 20102 | 1,868 | 926 | 827 | 743 | 472 | 732 | 609 | 484 | |
| Net cumulative inception to date incurred | |||||||||
| losses as at 31 December 20102 | 8,999 | 7,209 | 6,200 | 6,184 | 5,630 | 9,381 | 9,490 | 9,622 | |
| Unearned premium reserve (UPR) | |||||||||
| Gross UPR – end of year | 1,617 | 1,124 | 978 | 637 | 575 | 1,108 | 1,099 | 1,135 | 1,384 |
| Ceded UPR – end of year | 130 | 76 | 40 | 24 | 18 | 39 | 39 | 40 | 51 |
| Net UPR - end of year | 1,487 | 1,048 | 938 | 613 | 557 | 1,069 | 1,060 | 1,095 | 1,333 |
| Deferred acquisition costs (DAC) | |||||||||
| Gross DAC – end of year | 204 | 129 | 132 | 137 | 108 | 230 | 227 | 238 | 278 |
| Ceded DAC – end of year | 25 | 5 | 3 | 2 | - | 2 | 1 | - | 1 |
| Net DAC - end of year | 179 | 124 | 129 | 135 | 108 | 228 | 226 | 238 | 277 |
(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. Figures for 2007 and 2008 align to the segments as defined in Note 1. Alignment to segment definition has not be applied to 2006 and prior year figures.
(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 above 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 next section of the table shows the portion of the initial year-end net reserves that was paid (claims paid) as of 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 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 relate to liabilities payable in currencies other than the EUR. The fluctuations of the EUR to those currencies are included in the data in the above table.
| Year ended 31 December | ||||||
|---|---|---|---|---|---|---|
| Asbestos (1) Environment (1) |
||||||
| 2010 | 2009 | 2010 | 2009 | |||
| Gross reserves, including IBNR reserves (in EUR million) | 123 | 120 | 18 | 26 | ||
| % of Non-Life gross reserves | 1.1% | 1.1% | 0,2% | 0.2% | ||
| Claims paid (in EUR million) | 8 | 6 | 2 | 2 | ||
| Net % of Group Non-Life claims paid | 0,4% | 0.3% | 0,1% | 0.1% | ||
| Actual Number of claims notified under non-proportional and | ||||||
| facultative treaties | 9,746 | 9,492 | 8,272 | 8,234 | ||
| Average cost per claim(1) (in EUR) | 15,204 | 13,903 | 3,901 | 3,489 |
(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 2010 and 2009 was as follows:
| In EUR million | 2010 | 2009 |
|---|---|---|
| Gross mathematical reserves as at 1 January | 7,412 | 6,964 |
| Change in scope of consolidation | - | 22 |
| Changes | (222) | 518 |
| Impact of foreign exchange movements | 230 | (92) |
| Gross mathematical reserves as at 31 December | 7,420 | 7,412 |
| Reinsurance Recoverable | ||
| Ceded mathematical reserves as at 1 January | (439) | (599) |
| Change in scope of consolidation | - | 4 |
| Changes | 5 | 150 |
| Impact of foreign exchange movements | (20) | 6 |
| Ceded mathematical reserves as at 31 December | (454) | (439) |
| Net mathematical reserves as at 1 January | 6,972 | 6,365 |
| Net mathematical reserves as at 31 December | 6,966 | 6,972 |
SCOR Global Life inherited from Converium retrocession liabilities related to Guaranteed Minimum Death Benefit (GMDB) rider options attached to variable annuity policies written in the US. This type of business, which carries during financial crisis a specific economic risk, is not within the usual scope of the SCOR Global Life underwriting policy. These treaties are all in run-off and cover in total approximately 0.8 million policies that were issued mainly in the late 1990's and which incorporate various benefit types. Claims occur in the event of death and if the GMDB exceeds the insured's account balance. Under these circumstances, the difference between the GMDB and the account balance or the GMDB and the cash surrender value becomes due, depending on the definition of the underlying reinsurance agreements.
Different types of Guaranteed Minimum Death Benefits are covered, including:
Guarantees that increase over the 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.
The policy holders' assets for this type of product remain with the originating ceding companies.
The GMDB Liability is determined periodically based on the information provided to SCOR Global Life by its retrocedant companies. The current account value, the guaranteed death benefit and details of the covered benefit types are taken into consideration for the evaluation of the net amount at risk and the expected future liability. For the evaluation of the liabilities, SCOR Global Life uses an actuarial model that considers 1,000 investment performance scenarios.
There are some risks which are specific to the GMDB portfolio. Due to the nature of the product the remaining liability is influenced by the development on the financial markets, such as the development of equities, bonds, interest rates as well as the implied volatility on equity options. It is also dependant on policyholder behaviour, particularly on the exercise of partial withdrawal options, but also on other aspects, such as lapse behaviour and the use of options to choose the underlying funds. Being retrocessionaire, SCOR Global Life is exposed to uncertainties concerning data received from its ceding companies, also due to the inherent reporting lag. In using a model for the assessment of SCOR's liability under this portfolio SCOR is exposed to remaining model risks.
The liability adequacy test conducted at year end 2010 did not detect any deficiencies for either the Non Life or Life segment for the year ended 31 December 2010.
An analysis of the share of retrocessionaires in the Group's insurance and investment contract liabilities by rating of the retrocessionaires and collateral from retrocessionaires in favour of SCOR at 31 December 2010 and 2009 is as follows:
| Total as at 31 December |
|||||||
|---|---|---|---|---|---|---|---|
| In EUR million | AAA | AA | A | BBB | < BBB | Not rated | 2010 |
| Share of retrocessionaires contract | |||||||
| liabilities | 16 | 529 | 455 | 77 | 13 | 24 | 1,114 |
| Securities pledged | - | 11 | 39 | - | - | 90 | 140 |
| Deposits received | 4 | 206 | 224 | 52 | - | 7 | 493 |
| Letters of credit | - | 26 | 32 | 1 | - | 2 | 61 |
| Total collateral from retrocessionaires in favour of SCOR |
4 | 243 | 295 | 53 | - | 99 | 694 |
| Share of retrocessionaires contract liabilities net of collateral |
12 | 286 | 160 | 24 | 13 | (75) (1) | 420 |
(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.
| Not | Total as at 31 December |
||||||
|---|---|---|---|---|---|---|---|
| In EUR million | AAA | AA | A | BBB | < BBB | rated | 2009 |
| Share of retrocessionaires contract | |||||||
| liabilities | 29 | 586 | 649 | 100 | 69 | 6 | 1,439 |
| Securities pledged | 2 | 51 | 56 | 9 | 6 | - | 124 |
| Deposits received | 3 | 221 | 447 | 28 | 11 | 4 | 714 |
| Letters of credit | 3 | 56 | 62 | 9 | 7 | - | 137 |
| Total collateral from retrocessionaires in favour of SCOR |
8 | 328 | 565 | 46 | 24 | 4 | 975 |
| Share of retrocessionaires contract liabilities net of collateral |
21 | 258 | 84 | 54 | 45 | 2 | 464 |
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 recognised 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 11.3 million and EUR 7.8 million for the years ended 31 December 2010 and 2009, 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 "Indémnité de Fin de Carrière" signed as of 4 September 2001. This agreement has been cancelled as of 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 recognised.
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 macro economic 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 43%, 20% and 16%, respectively, as at 31 December 2010, (40%, 20% and 21%, respectively, at 31 December 2009), of the Group's obligation under defined benefit plans.
These plans are mostly pre-financed via payments to external organisations which are separate legal entities.
Actuarial assumptions used for the year end evaluations are as follows:
| US | Canada | Switzerland | UK | Euro zone | |
|---|---|---|---|---|---|
| Assumptions as at 31 December 2010 | |||||
| Expected return on assets as at 1 January 2010 | 7.50% | 3.00% | 4.00% | 7.00% | 4.50% |
| Expected return on assets as 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 | N/A | N/A | 2.00% | 4.00% | 2.50% |
| Assumptions as at 31 December 2009 | |||||
| Expected return on assets at 1 January 2009 | 7.50% | 4.00% | 4.60% | 6.40% | 4.50% |
| Expected return on assets at 31 December 2009 | 7.50% | 3.00% | 4.00% | 7.00% | 4.50% |
| Discount rate | 5.75% | 5.51% | 3.25% | 5.60% | 5.00% |
| Salary increase | N/A | N/A | 2.00% | 3.50% | 2.50% |
Discount rates are defined with reference to high quality long term corporate bonds with duration in line with the duration of the obligations evaluated. 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 or decrease in the discount rate of 0.25% would result in an increase or decrease in the estimated pension liability of approximately EUR 9 million (2009: EUR 12 million relating to an increase or decrease in the discount rate of 0.5%) with the offsetting impact recorded in equity.
| 2010 | 2009 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In EUR million | Total | Europe | Switzer land |
North America |
Total | Europe | Switzer land |
North America |
||
| Service cost | 8 | 4 | 4 | - | 8 | 4 | 4 | - | ||
| Interest cost | 8 | 4 | 2 | 2 | 8 | 3 | 2 | 3 | ||
| Expected return on assets | (5) | (1) | (2) | (2) | (5) | - | (3) | (2) | ||
| Amortisation of past service cost | 1 | 1 | - | - | 1 | 1 | - | - | ||
| Settlement / curtailment (1) | (14) | (13) | - | (1) | (3) | (3) | - | - | ||
| Total pension cost | (2) | (5) | 4 | (1) | 9 | 5 | 3 | 1 |
(1) 2009: Includes a EUR 2.6 million charge relating to a French plan, which was suspended during the year. 2010: Includes a EUR 12.5 million profit relating to a French agreement, "Indémnité de Fin de Carrière", which had been cancelled in 2009.
The actual returns on plan assets were EUR 4.9 million for the year ended 31 December 2010 (2009: EUR 6.5 million).
| In EUR million | 2010 | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|---|
| Defined benefit obligation | 199 | 178 | 166 | 154 | 85 |
| Plan assets | 114 | 95 | 88 | 92 | 38 |
| Deficit | 85 | 83 | 78 | 62 | 47 |
| Experience adjustments on plan liabilities | - | (1) | (2) | (2) | (1) |
| Experience adjustments on plan assets | - | 2 | (16) | - | - |
The following schedule reconciles the movements in the balance sheet amounts for the year ended 31 December 2010 and 2009:
| Total | Switzer | North | Total | Switzer | North | |||
|---|---|---|---|---|---|---|---|---|
| In EUR million | 2010 | Europe | land | America | 2009 Europe | land | America | |
| Reconciliation of defined benefit obligation | ||||||||
| Obligation as at 1 January | 178 | 71 | 71 | 36 | 166 | 59 | 68 | 39 |
| Service cost | 8 | 4 | 4 | - | 8 | 4 | 4 | - |
| Interest cost | 8 | 4 | 2 | 2 | 8 | 3 | 2 | 3 |
| Employee contributions | 2 | - | 2 | - | 2 | - | 2 | - |
| Plan amendment (1) | - | - | - | - | 2 | 2 | - | - |
| Curtailments (2) | - | - | - | - | (3) | (3) | - | - |
| Settlements (3) | (14) | (13) | - | (1) | (6) | - | - | (6) |
| Acquisition / Divestiture | - | - | - | - | - | - | - | - |
| Benefit payments | (14) | (9) | (3) | (2) | (7) | (1) | (4) | (2) |
| Liability (gains)/losses due to change in assumptions | 14 | 11 | - | 3 | 6 | 5 | (1) | 2 |
| Liability (gains)/losses due to experience | - | 4 | (4) | - | (1) | 2 | (3) | - |
| Effect of foreign exchange | 17 | - | 13 | 4 | 3 | - | 3 | - |
| Obligation as at 31 December | 199 | 72 | 85 | 42 | 178 | 71 | 71 | 36 |
| Reconciliation of fair value of plan assets | ||||||||
| Fair value of assets as at 1 January | 95 | 15 | 53 | 27 | 88 | 14 | 47 | 27 |
| Expected return on plan assets | 5 | 1 | 2 | 2 | 5 | - | 3 | 2 |
| Employer contributions | 14 | 7 | 4 | 3 | 9 | 2 | 3 | 4 |
| Employee contributions | 2 | - | 2 | - | 2 | - | 2 | - |
| Settlements | (1) | - | - | (1) | (6) | - | - | (6) |
| Acquisition / Divestiture | - | - | - | - | - | - | - | - |
| Benefit payments | (14) | (9) | (3) | (2) | (7) | (1) | (4) | (2) |
| Asset (gains)/losses due to experience | - | - | - | - | 2 | - | - | 2 |
| Effect of foreign exchange | 13 | - | 10 | 3 | 2 | - | 2 | - |
| Fair value of assets as at 31 December | 114 | 14 | 68 | 32 | 95 | 15 | 53 | 27 |
| Net defined benefit obligation as at 31 December - Deficit | 85 | 58 | 17 | 10 | 83 | 56 | 18 | 9 |
| Unrecognised past service costs | (6) | (5) | (1) | - | (7) | (6) | (1) | - |
| Asset ceiling limitation | - | - | - | - | 1 | - | - | 1 |
| Accrued / (Prepaid) | 79 | 53 | 16 | 10 | 77 | 50 | 17 | 10 |
| Analysis of funded status | ||||||||
| Funded or partially funded obligation as at 31 December | 164 | 41 | 85 | 38 | 152 | 46 | 72 | 34 |
| Fair value of plan assets as at 31 December | 114 | 15 | 68 | 31 | 95 | 15 | 54 | 26 |
| Funded status as at 31 December - deficit | 50 | 26 | 17 | 7 | 57 | 31 | 18 | 8 |
| Unfunded obligation as at 31 December | 35 | 32 | - | 3 | 26 | 24 | - | 2 |
| Total funded status as at 31 December – deficit | 85 | 58 | 17 | 10 | 83 | 55 | 18 | 10 |
(1) For 2009, the amount includes a EUR 2.2 million impact due to a change in the tax legislation applicable to a French plan
(2) For 2009, this includes a EUR 2.6 million charge relating to a French plan, which was suspended during the year
(3) For 2010, this includes a EUR 12.5 million profit relating to a French agreement, "Indémnité de Fin de Carrière", which had been cancelled in 2009.
The following table summarises the movements in accrued (prepaid) balances recorded in the consolidated balance sheets as at 31 December 2010 and 2009:
| Total | Switzer | North | Total | Switzer | North | |||
|---|---|---|---|---|---|---|---|---|
| In EUR million | 2010 | Europe | land | America | 2009 | Europe | land | America |
| Accrued / (Prepaid) as at 1 | ||||||||
| January | 77 | 50 | 17 | 10 | 74 | 43 | 19 | 12 |
| Total pension cost | (2) | (5) | 4 | (1) | 9 | 5 | 3 | 1 |
| Benefits paid by employer | - | - | - | - | (1) | (1) | - | - |
| Employer contribution | (14) | (7) | (4) | (3) | (9) | (2) | (3) | (4) |
| Acquisitions/divestitures | - | - | - | - | - | - | - | - |
| Actuarial (gains)/losses | ||||||||
| immediately recognised in other | ||||||||
| comprehensive income (OCI) | 14 | 15 | (4) | 3 | 3 | 4 | (2) | 1 |
| Effect of foreign exchange | 4 | - | 3 | 1 | 1 | 1 | - | - |
| Accrued / (Prepaid) as at 31 | ||||||||
| December | 79 | 53 | 16 | 10 | 77 | 50 | 17 | 10 |
The following table includes the allocation of plan assets as at 31 December 2010 and 2009:
| In EUR million | Europe | Switzerland | North America |
|---|---|---|---|
| 2010 | |||
| Equities | 35% | 19% | 45% |
| Bonds | 12% | 59% | 45% |
| Other | 53% | 22% | 10% |
| 2009 | |||
| Equities | 28% | 19% | 42% |
| Bonds | 10% | 55% | 51% |
| Other | 62% | 26% | 7% |
As at 31 December 2010, employer contributions for the year ahead are expected to amount to EUR 6 million (2009: 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 31 million, with EUR 6 million (2009: EUR 4 million) relating to share options granted from 2006 to 2010 plans (2009: 2005 to 2009) and EUR 25 million (2009: EUR 11 million) relating to free shares granted from 2007 to 2010 plans (2009: 2007 to 2009).
The share-based payment plans are described below. There have been no cancellations or modifications to any of the plans during 2010.
The Group grants its employees options or share subscription plans under the following terms:
| New shares issued | |||||
|---|---|---|---|---|---|
| Date of award | Options exercisable | Exercise price | subject to option | ||
| Plan | by the Board | on Date of expiration of 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 |
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 18 March 2010 and 12 October 2010, similar to those usually decided by SCOR (notably as regards to the presence conditions), provide that the options allocated to Partners can be exercised at the earliest 4 years after the grant date, if the presence condition is respected in addition to the satisfaction of certain performance conditions.
The exercise of all of the stock options allocated to the Chairman and Chief Executive Officer (and those allocated to the other members of the COMEX) and half of the options allocated to the other Partner beneficiaries are, in addition to the presence condition, subject to fulfilment of three out of four of the performance conditions outlined below :
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.
| 2010 | 2009 | ||||
|---|---|---|---|---|---|
| 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 | 6,394,052 | 21.66 | 5,478,653 | 25.44 | |
| Options granted during the period | 1,415,710 | 18.38 | 1,488,000 | 15.05 | |
| Options exercised during the period | 145,254 | 13.61 | 151,147 | 12.28 | |
| Options expired during the period | 73,301 | 175.50 | 76,733 | 177.40 | |
| Options forfeited during the period | 217,943 | 22.38 | 344,721 | 21.86 | |
| Outstanding options at 31 December | 7,373,264 | 19.63 | 6,394,052 | 21.66 | |
| Exercisable at 31 December | 1,861,054 | - | 1,223,724 | - |
The average remaining life of the options and the average exercise price for 2010 and 2009 are presented below.
| Outstanding options | |||||||
|---|---|---|---|---|---|---|---|
| 2010 Average |
2009 Average |
||||||
| weighted | Average | Number of | weighted | Average | Number of | ||
| Range of exercise prices in EUR |
exercise price in EUR |
weighted residual life |
outstanding options |
exercise price in EUR |
weighted residual life |
outstanding options |
|
| from 10 to 50 | 17.22 | 7.13 | 7,258,094 | 16.92 | 7.55 | 6,200,393 | |
| from 51 to 100 | - | - | - | - | - | - | |
| from 101 to 150 | 131.10 | 0.75 | 28,834 | 131.10 | 1.75 | 29,458 | |
| from 151 to 200 | 185.10 | 0.23 | 86,336 | 180.72 | 0.73 | 164,201 | |
| from 201 to 250 | - | - | - | - | - | - | |
| from 10 to 250 | 19.63 | 6.96 | 7,373,264 | 21.66 | 7.28 | 6,394,052 |
The fair value of options is estimated by using the binomial 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 2010 and 2009:
| 12 October 2010 Plan |
18 March 2010 Plan | 25 November 2009 Plan |
23 March 2009 Plan |
|
|---|---|---|---|---|
| Fair value at grant date (EUR) | 2.40 | 3.10 | 3.16 | 3.74 |
| Exercise price (EUR) | 17.79 | 18.40 | 17.117 | 14.92 |
| Expected life | 4 years | 4 years | 4 years | 4 years |
| Historical volatility (1) | 27.24% | 28.71% | 33.01% | 37.26% |
| Dividend | 5.28% | 5.28% | 4.87% | 4.87% |
| Risk-free interest rate | 1.5% | 2% | 2.119% | 2.749% |
(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 | Estimated price |
|---|---|---|---|
| originally granted | 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 |
The terms and conditions of the performance and free share plan of 2 March 2010, 12 October 2010 and 17 December 2010, 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 from the end of the vesting) 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 to the Chairman and Chief Executive Officer (and those allocated to the other members of the COMEX) and half of the allocation to the other Partner beneficiaries, are subject to performance conditions.
The vesting of these shares will be effective, in addition to the presence conditions, if three out of four of the performance conditions outlined below are met :
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 with a turnover assumption. The following table lists the characteristics used at the end of 2010 and 2009:
| 2 March | 12 October | 17 December | 3 March | 16 March | 15 April | 25 November | |
|---|---|---|---|---|---|---|---|
| 2010 | 2010 | 2010 | 2009 | 2009 | 2009 | 2009 | |
| Plan | Plan | Plan | Plan | Plan | Plan | Plan | |
| 15.3 for | 15 for | 13.3 for | 13.2 for | 14.3 for | 14.6 for | ||
| Fair value at | French | French | 15.9 for | French | French | French | French |
| grant date | 13.6 for | 13.4 for | French | 12.5 for | 12.4 for | 13.4 for | 13.7 for |
| (EUR) | foreigners | foreigners | foreigners | foreigners | foreigners | foreigners | |
| 2 years for | 2 years for | 2 years for | 2 years for | 2 years for | 2 years for | ||
| French | French | 2 years for | French | French | French | French | |
| 4 years for | 4 years for | French | 4 years for | 4 years for | 4 years for | 4 years for | |
| Expected life | foreigners | foreigners | foreigners | foreigners | foreigners | foreigners | |
| Dividend | 5.28% | 5.28% | 5.28% | 4.87% | 4.87% | 4.87% | 4.87% |
| Risk-free | |||||||
| interest rate | 2% | 1.5% | 2.1% | 2.238% | 2.422% | 2.312% | 2.119% |
The main components of income taxes for the years ended 31 December 2010 and 2009 are presented below:
| In EUR million | 2010 | 2009 |
|---|---|---|
| Amounts reported in the consolidated statements of income | ||
| Current tax – current year | (114) | (9) |
| Current tax –prior years | 18 | (26) |
| Deferred taxes due to temporary differences | (5) | (100) |
| Deferred taxes from tax losses carried-forward | 22 | 184 |
| Changes in deferred taxes due to changes in tax rates or tax law | 43 | (2) |
| INCOME TAX (EXPENSE)/BENEFIT | (36) | 47 |
| In consolidated reserves | ||
| Revaluation of AFS assets | (1) | (110) |
| Other | 6 | 6 |
| INCOME TAX (EXPENSE)/BENEFIT REPORTED IN EQUITY | 5 | (104) |
A reconciliation of the income tax expense, obtained by applying the French tax rate of 34.43% for 2010 and 2009 to income before income taxes, minority interest and income (losses) from associated companies consolidated under the equity method, to the actual charge recorded in the income statement is presented in the table below. The effective rate in 2010 is 7.8% (2009: (14.7)%).
The main reconciling items are due to the difference between local tax rate of each taxable entity and the Group tax rate, permanent differences reported by each entity, reduced rates and specific items, including the reactivation EUR 58 million of deferred tax assets relating to US and Swiss operations.
| In EUR million | 2010 | 2009 |
|---|---|---|
| Income before income tax | 455 | 324 |
| Theoretical income tax at 34.43% | (157) | (111) |
| Reconciling items to actual income tax (expense) / benefit: | ||
| Differences between French and local tax rates | 43 | 40 |
| Tax-exempt income | 15 | 23 |
| Non-deductible expenses | (6) | (21) |
| Recognition or utilization of tax losses for which no DTA has been recognized | 5 | 108 |
| Write-down and reversal of previous write-down of deferred tax assets | 52 | 10 |
| Changes in tax risk provision | (21) | |
| Non creditable / refundable withholding tax | (1) | |
| Changes in tax rates | 43 | (2) |
| Share based payments | (5) | |
| Income taxes prior years | (4) | |
| ACTUAL TAX (EXPENSE)/BENEFIT | (36) | 47 |
The tax rate change impact results from a tax law change 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 capitalisation reserve ("reserve de capitalisation", a French insurance statutory provision). As a result French insurance companies have to pay a 10% exit tax on the capitalisation reserve position as of 31 December,2009. In return any increase or release of the capitalisation 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 capitalisation reserve as of 2009. Therefore, the income tax expense for the year 2010 includes a benefit of EUR 42 million for the change in tax law. 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:
| 2010 | 2009 | |
|---|---|---|
| France | 34.43% | 34.43% |
| Switzerland | 21.17% | 21.17% |
| Germany | 31.58% | 31.58% |
| United Kingdom | 28.00% | 28.00% |
| United States | 35.00% | 35.00% |
| Singapore | 17.00% | 17.00% |
| 2010 | 2009 | |||||
|---|---|---|---|---|---|---|
| Tax | Tax | |||||
| Before tax | (expense) | Net of tax | Before tax | (expense) | Net of tax | |
| In EUR million | amount | benefit | amount | amount | benefit | amount |
| Effect of changes in | ||||||
| foreign exchange rates | 136 | - | 136 | (21) | - | (21) |
| Revaluation of assets | ||||||
| available for sale | 87 | (25) | 62 | 480 | (138) | 342 |
| Shadow accounting | (67) | 24 | (43) | (82) | 28 | (54) |
| Actuarial gains / losses | ||||||
| not recognised in income | (14) | 6 | (8) | (8) | - | (8) |
| Other changes | 2 | - | 2 | 2 | 6 | 8 |
| TOTAL | 144 | 5 | 149 | 371 | (104) | 267 |
Deferred tax assets and liabilities and the related expense or benefit as at and for the years ended 31 December 2010 and 2009 were generated by the following items:
| Balance sheet | ||||
|---|---|---|---|---|
| as at 31 December | Deferred taxes benefit (expense) for the period | |||
| In EUR million | 2010 | 2009 | 2010 | 2009 |
| Deferred tax liabilities | ||||
| Deferred acquisition costs | (164) | (141) | (8) | 1 |
| Unrealised revaluations and temporary | ||||
| differences on investments | (119) | (37) | (21) | (37) |
| Equalisation reserves | (29) | (18) | (17) | 29 |
| Value of business acquired | (111) | (155) | 24 | (18) |
| Goodwill | - | - | - | - |
| Financial instruments | (5) | (6) | (3) | (18) |
| Claims reserves | (33) | (3) | 7 | (1) |
| Capitalisation reserve | - | (62) | 62 | (13) |
| Other temporary differences | (76) | (20) | (27) | 2 |
| Elimination of internal capital gains | (4) | - | - | - |
| TOTAL DEFERRED TAX LIABILITIES | (541) | (442) | 17 | (55) |
| Deferred tax assets | ||||
| Unrealised revaluations and temporary | ||||
| differences on investments | 95 | 1 | 22 | 2 |
| Retirement scheme | 5 | 17 | 3 | 3 |
| Net operating losses for carry forward | 575 | 603 | (34) | 64 |
| Financial instruments | 4 | 1 | 3 | (2) |
| Claims reserves | 52 | 41 | (10) | (48) |
| "Shadow accounting" | 13 | (12) | - | (3) |
| Other temporary differences | 117 | 19 | 25 | 140 |
| Elimination of internal capital gains | 22 | 17 | (1) | (5) |
| TOTAL DEFERRED TAX ASSETS | 883 | 687 | 8 | 151 |
| Valuation allowance | (59) | (25) | 35 | (14) |
| Total | 283 | 220 | 60 | 82 |
| Balance sheet amounts | ||||
| Deferred tax liabilities | (192) | (251) | ||
| Deferred tax assets | 475 | 471 | ||
| Net deferred tax asset (liability) | 283 | 220 |
The operating tax losses available for carry-forward expire as follows:
| Available tax losses | Tax losses carried forward for | Deferred tax asset | |
|---|---|---|---|
| In EUR million | carried forward | which no DTA is recognised | recognised |
| 2011 | 503 | 316 | 39 |
| 2012 | - | - | - |
| 2013 | 47 | 4 | 3 |
| 2014 | 138 | 45 | 14 |
| Thereafter | 473 | 35 | 151 |
| Indefinite | 1,084 | 9 | 368 |
| TOTAL | 2,245 | 409 | 575 |
The operating tax losses which have not been activated as deferred tax assets relate primarily to the French tax Group and subsidiaries in Switzerland and the United States.
The tables below show the analysis by type of investment income and split by category of financial assets:
| In EUR million | 2010 | 2009 |
|---|---|---|
| Rental income from real estate investments | 29 | 27 |
| Dividends | 40 | 31 |
| Interest income on investments | 314 | 272 |
| Other income (including cash and cash equivalent) | 19 | 52 |
| Ordinary investment income | 402 | 382 |
| Realised gains and losses on investments | 206 | 177 |
| Unrealised gains and losses on investments | - | 19 |
| Investment impairment | (57) | (233) |
| Real estate amortization | (9) | (14) |
| Other investments expenses | (35) | (28) |
| Net investment income excluding deposit and currency items | 507 | 303 |
| Interest income on funds withheld and contract deposit | 217 | 212 |
| Interest expense on funds withheld and contract deposit | (19) | (26) |
| Currency gains (losses) | (15) | 14 |
| TOTAL INVESTMENT INCOME | 690 | 503 |
| In EUR million | 2010 | 2009 |
|---|---|---|
| Real estate investments | 37 | 40 |
| Available for sale investments | 501 | 222 |
| Investments at fair value through income | 5 | 12 |
| Loans and receivables | 178 | 190 |
| Derivative instruments | (1) | 4 |
| Other (including cash and cash equivalents), net of other | ||
| investment expenses | (30) | 35 |
| TOTAL | 690 | 503 |
The table below shows the net results of retrocession for the years ended 31 December 2010 and 2009:
| 2010 | 2009 | ||||||
|---|---|---|---|---|---|---|---|
| SCOR | SCOR | SCOR | SCOR | ||||
| In EUR million | Global Life | Global P&C | Total | Global Life | Global P&C | Total | |
| Ceded gross written premiums | (286) | (265) | (551) | (333) | (245) | (578) | |
| Change in ceded unearned premiums | 1 | 7 | 8 | (5) | - | (5) | |
| Ceded earned premiums | (285) | (258) | (543) | (338) | (245) | (583) | |
| Ceded claims | 204 | 63 | 267 | 219 | 135 | 354 | |
| Ceded commissions | 101 | 15 | 116 | 91 | 2 | 93 | |
| Net income from reinsurance operations |
20 | (180) | (160) | (28) | (108) | (136) |
Other operating and administrative expenses include expenses incurred by the Group, excluding gross commissions, as follows:
| In EUR million | 2010 | 2009 |
|---|---|---|
| Staff costs | 213 | 198 |
| Taxes other than income taxes | 17 | 17 |
| External charges for services (1) | 174 | 174 |
| OTHER OPERATING AND ADMINISTRATIVE EXPENSES | 404 | 389 |
These expenses are further allocated into categories by function as follows:
| In EUR million | 2010 | 2009 |
|---|---|---|
| Acquisition and administrative expenses | 219 | 221 |
| Investment management expenses | 33 | 35 |
| Claims settlement expenses | 21 | 17 |
| Other current operating expenses (1) | 131 | 116 |
| OTHER OPERATING AND ADMINISTRATIVE EXPENSES | 404 | 389 |
(1) The amounts presented above for 2009 include Highfields settlement and related legal expenses of EUR 12 million, net of expected recovery.
| Ernst&Young | Mazars | |||||||
|---|---|---|---|---|---|---|---|---|
| Amount (excluding taxes) |
% | Amount (excluding taxes) |
% | |||||
| In EUR thousand | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 |
| Audit (1) | 2,883 | 4,556 | 70% | 92% | 3,122 | 2,276 | 92% | 88% |
| SCOR SE | 533 | 624 | 13% | 13% | 523 | 551 | 15% | 21% |
| Fully consolidated subsidiaries | 2,350 | 3,932 | 57% | 79% | 2,599 | 1,725 | 77% | 67% |
| Other audit related (2) | 535 | 264 | 13% | 5% | 179 | 309 | 5% | 12% |
| SCOR SE | 54 | 168 | 1% | 3% | 41 | 238 | 1% | 9% |
| Fully consolidated subsidiaries | 481 | 96 | 12% | 2% | 138 | 71 | 4% | 3% |
| Other (3) | 706 | 129 | 17% | 3% | 85 | - | 3% | - |
| Legal, tax, social security | 88 | 129 | 2% | 3% | 31 | - | 1% | - |
| Other | 618 | - | 15% | - | 54 | - | 2% | - |
| TOTAL | 4,124 | 4,949 | 100% | 100% | 3,386 | 2,585 | 100% | 100% |
(1) Statutory audit and certification of local and consolidated financial statements
(2) Other audit-related services
(3) Other services, rendered by the Auditors to the fully-consolidated companies and due diligence.
| Deloitte | Total | ||||||
|---|---|---|---|---|---|---|---|
| Amount (excluding | Amount (excluding | ||||||
| taxes) | % | taxes) | % | ||||
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 |
| 41 | - | 100% | - | 6,046 | 6,832 | 80% | 91% |
| - | - | 1,056 | 1,175 | 14% | 16% | ||
| 41 | - | 100% | - | 4,990 | 5,657 | 66% | 75% |
| - | - | 714 | 573 | 9% | 7% | ||
| - | - | 95 | 406 | 1% | 5% | ||
| - | - | 619 | 167 | 8% | 2% | ||
| - | - | 791 | 129 | 11% | 2% | ||
| - | - | 119 | 129 | 2% | 2% | ||
| - | - | 672 | - | 9% | - | ||
| 41 | - | 100% | - | 7,551 | 7,534 | 100% | 100% |
Basic and diluted earnings per share are calculated as follows for the years ended 31 December 2010 and 2009, respectively:
| At 31 December 2010 | At 31 December 2009 | ||||||
|---|---|---|---|---|---|---|---|
| Shares (1) (2) | Net income | Shares (1) (2) | Net income | ||||
| Net income | (denominator) | per share | Net income | (denominator) | per share | ||
| In EUR million | (numerator) | (thousands) | (EUR) | (numerator) | (thousands) | (EUR) | |
| Net income | 418 | - | - | 370 | - | - | |
| Earnings per share | |||||||
| Net income attributable to | |||||||
| ordinary shareholders | 418 | 180,125 | 2.32 | 370 | 179,455 | 2.06 | |
| Diluted earnings per | |||||||
| share | |||||||
| Dilutive effects | - | - | - | - | - | - | |
| Stock options and share | |||||||
| based compensation(3) | - | 4,034 | - | - | 1,804 | - | |
| Net income attributable | |||||||
| to ordinary shareholders | |||||||
| and estimated | |||||||
| conversions | 418 | 184,159 | 2.27 | 370 | 181,259 | 2.04 |
(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 COMEX 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 2010 and 2009 financial years is outlined below.
The total gross cash compensation of key management personnel for 2010 and 2009 financial years is presented below:
| In EUR million | 2010 | 2009 |
|---|---|---|
| Fixed compensation | 4,512,763 | 4,097,798 |
| Variable compensation | 2,738,301 | 3,176,218 |
| Profit sharing | 74,039 | - |
| Premiums/allowances | 127,855 | 102,124 |
| TOTAL CASH COMPENSATION | 7,452,958 | 7,376,140 |
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 members of the Executive Committee in France, Germany and Switzerland amounts to EUR 21 million as of 31 December 2010 (EUR 23 million as of 31 December 2009).
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.
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.
SCOR 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.
| 2010 | 2009 | |||||
|---|---|---|---|---|---|---|
| Percentage | Percentage | Consolidation | ||||
| Country | Control | Interest | Control | Interest | method | |
| Reinsurance – Insurance Businesses |
||||||
| 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 |
| Prévoyance Ré | France | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR AFRICA Ltd | ||||||
| (Micawber) | 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 US | 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 Global LIFE SE | ||||||
| and its subsidiaries | ||||||
| SCOR Global Life SE | France | 100.00 | 99.99 | 100.00 | 99.99 | Full |
| Investors Insurance | ||||||
| Corporation | United States | 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 Reinsurance | ||||||
| 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., Bridgetown | 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., | ||||||
| Bridgetown | Barbados | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life Reinsurance Ireland |
||||||
| Limited | Ireland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life | ||||||
| Reinsurance UK Limited | United Kingdom | 100.00 | 100.00 | 100.00- | 100.00 | Full |
| SCOR Global Life | ||||||
| Rückversicherung | ||||||
| Schweiz AG | Switzerland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global Life U.S. Re | ||||||
| Insurance 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 |
| 2010 | 2009 | |||||
|---|---|---|---|---|---|---|
| Percentage | Percentage | Consolidation | ||||
| SCOR Global P&C SE | Country | Control | Interest | Control | Interest | method |
| and its subsidiaries | ||||||
| SCOR Global P&C SE | France | 100.00 | 99.99 | 100.00 | 99.99 | Full |
| SCOR Reinsurance Asia | ||||||
| Pacific Pte Limited | Singapore | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Reinsurance | ||||||
| Company Asia | Hong Kong | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR (UK) Group Limited | United Kingdom | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Canada | ||||||
| Reinsurance Company | Canada | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global P&C Ireland | Ireland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Global South Africa | ||||||
| (Pty) Ltd | South Africa | 100.00 | 100.00 | 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 |
| SCOR Holding | ||||||
| (SWITZERLAND) AG and | ||||||
| its subsidiaries | ||||||
| SCOR Holding | ||||||
| (Switzerland) AG | Switzerland | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR Finance (Bermuda) | ||||||
| Ltd renamed to SCOR | ||||||
| FINANCE | ||||||
| (SWITZERLAND) LTD | 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 Insurance (UK) Ltd | United Kingdom | 100.00 | 100.00 | 100.00 | 100.00 | Full |
| SCOR PCC 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 |
| 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 |
| 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 | - | - | Full |
| FCP Euro ABS Mezzanine | France | 100.00 | 100.00 | - | - | Full |
| FCP Euro Corporate | France | 100.00 | 100.00 | - | - | Full |
| FCP Euro Covered AAA | France | 100.00 | 100.00 | - | - | Full |
| FCP Euro Equities | France | 100.00 | 100.00 | - | - | Full |
| FCP Euro High Yield | France | 100.00 | 100.00 | - | - | Full |
| FCP GBP Equities | France | 100.00 | 100.00 | - | - | Full |
| FCP USD Corp. Invest | ||||||
| Grade | France | 100.00 | 100.00 | - | - | Full |
| FCP USD High Yield | France | 100.00 | 100.00 | - | - | Full |
| Associates and Joint | ||||||
| Ventures | ||||||
| ASEFA SA Seguros y | Equity | |||||
| reaseguros | Spain | 39.97 | 39.97 | 39.97 | 39.97 | interest |
| Equity | ||||||
| MUTRE SA | France | 33.33 | 33.33 | 33.33 | 33.33 | interest |
| Equity | ||||||
| SCOR Channel Limited | Guernsey | 99.86 | 99.86 | 99.86 | 99.86 | interest |
| Equity | ||||||
| SCOR Gestion Financière | France | 100.00 | 100.00 | 100.00 | 100.00 | interest |
The general reinsurance regulatory environment requires that underwriting liabilities be collateralised by pledged assets, cash deposits or letters of credit.
Reinsurance commitments are recognised 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 | 2010 | 2009 |
|---|---|---|
| Commitments received | ||
| Unused lines of credit (1) | 134 | 50 |
| Letters of credit – retrocessionaires (2) | 61 | 137 |
| Endorsements, sureties | 14 | 16 |
| Other commitments received | - | - |
| TOTAL COMMITMENTS RECEIVED | 209 | 203 |
| Commitments given | ||
| Letters of credit (3) | 1,201 | 1,484 |
| Pledged securities | 3,691 | 2,874 |
| Endorsements, surety | 68 | 23 |
| Other commitments given | 54 | 75 |
| TOTAL COMMITMENTS GIVEN | 5,014 | 4,456 |
| Collateral received from retrocessionaires | ||
| TOTAL COLLATERAL RECEIVED FROM RETROCESSIONAIRES (4) | 694 | 975 |
(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 1,491 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 entity in favour 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.
Assets including investment securities, real estate and shares in associates for a total amount of EUR 3,691 million (2009: EUR 2,874 million) have been pledged to financial institutions and cedants, in order to guarantee the letters of credit granted to SCOR
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 real estate 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 risk management framework and governance of the Group is described in the introduction to Section 4 – Risk factors of the 2010 Registration Document which incorporates these consolidated financial statements.
Insurance risk for the Non-Life and the sensitivity of the Group to that risk is described in the 2010 Registration Document Section 4.1.1 – The Group is exposed to diverse risk factors in the non-life and life reinsurance businesses.
Concentrations of gross written premium by geographical location, both based on subsidiary location and the location of the ceding company, is included in Note 2 – Segment Information.
Concentrations of Non-Life reinsurance risks are included in the 2010 Registration Document in Section 4.1.2 – SCOR is exposed to losses from catastrophic events.
Information on exposures to asbestos and environmental claims is included in Note 16 – Contract liabilities.
Insurance risks and the related sensitivities of the Life business to these risks is described in the 2010 Registration Document Section 4.1.1 – The Group is exposed to diverse risk factors in the non-life and life reinsurance businesses.
Concentrations of gross written premium by geographical location, both based on subsidiary location and the location of the ceding company, is included in Note 2 – Segment Information.
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.
Credit risks identified by SCOR are described in the 2010 Registration Document in Section 4.1.12 – SCOR is exposed to credit risks.
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 2010:
| 1-12 | 12-24 | 24-36 | > 36 | |||
|---|---|---|---|---|---|---|
| In EUR million | Current | months | months | months | months | Total |
| Available-for-sale investments | 11,458 | 3 | - | - | - | 11,461 |
| Fair value through income | 40 | - | - | - | - | 40 |
| Derivative instruments | 94 | - | - | - | - | 94 |
| Loans and receivables | 7,830 | 68 | - | - | - | 7,898 |
| Reinsurance assets | 1,114 | - | - | - | - | 1,114 |
| Insurance receivables | 2,936 | 569 | 58 | 41 | 41 | 3,645 |
| Taxes receivable | 50 | - | - | - | 50 | |
| Other accounts receivable | 256 | 2 | 5 | - | - | 263 |
| Cash and cash equivalents | 1,007 | - | - | - | - | 1,007 |
| TOTAL | 24,785 | 642 | 63 | 41 | 41 | 25,572 |
The following table provides an overall analysis of the aging of financial assets as at 31 December 2009:
| 1-12 | 12-24 | 24-36 | > 36 | |||
|---|---|---|---|---|---|---|
| In EUR million | Current | months | months | months | months | Total |
| Available-for-sale investments | 9,997 | - | - | - | - | 9,997 |
| Fair value through income | 165 | - | - | - | - | 165 |
| Derivative instruments | 104 | - | - | - | - | 104 |
| Loans and receivables | 7,544 | 527 | - | - | - | 8,071 |
| Reinsurance assets | 1,422 | 16 | - | - | - | 1,438 |
| Insurance receivables | 2,941 | 367 | 62 | 27 | 26 | 3,423 |
| Taxes receivable | 33 | 4 | - | - | - | 37 |
| Other accounts receivable | 348 | 4 | 4 | - | - | 356 |
| Cash and cash equivalents | 1,320 | 5 | - | - | - | 1,325 |
| TOTAL | 23,874 | 923 | 66 | 27 | 26 | 24,916 |
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.
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial instruments. SCOR does not face substantial liquidity issues in the short term due to limited obligations related to financial instruments and the significant level of cash and short term investments, EUR 1.3 billion at 31 December 2010 (2009: EUR 1.7 billion).
Liquidity risk is described in the 2010 Registration Document in Section 4.3.1- SCOR faces liquidity requirements in the short to medium term.
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 2010 | 2,867 | 2,925 | 2,569 | 2,649 | 11,010 |
| As at 31 December 2009 | 3,297 | 3,103 | 2,543 | 1,346 | 10,291 |
The analysis of the balance sheet reserve movements, including net paid losses is included in Note 16 - Contract liabilities.
The cash flows of the life business have been prepared on a best estimates basis. The amounts below represent the estimated timing of the gross cash flows resulting from recognised insurance liabilities. For long term life reinsurance, benefit payments are typically settled net of premiums (for treaties with periodic premium payments). Where reserves are deposited with the client, the settlement normally also includes certain other account items, primarily the release of the deposits. For contracts where deposits may be used to offset the amounts settled between SCOR and its cedants, the cash flows have been projected on a net basis.
The table below reflects gross cash outflows.
| Life Insurance liabilities In EUR million |
1-5 years | 6-10 years | > 10 years |
|---|---|---|---|
| As at 31 December 2010 | 398 | 440 | 1,516 |
| As at 31 December 2009 | 425 | 281 | 1,246 |
The amount of gross deposits which have been netted against expected life benefits are EUR 3,694 million and EUR 3,898 million in 2010 and 2009, respectively.
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 redemption dates, the analysis below assumes such debt is redeemed on the contractual redemption date. Of the amounts below, EUR 337 million (2009: EUR 312 million) relates to variable rate debt.
| At 31 December 2010 | Debt maturity profiles | ||||
|---|---|---|---|---|---|
| Interest rate | Less than 1 | Between 1 to | Greater than | ||
| In EUR million | ranges | year | 5 years | 5 years | TOTAL |
| Subordinated debt | 1.50% - 6.15% | 22 | 89 | 522 | 633 |
| Other financial debt | 1.30% - 4.60% | 94 | 51 | 90 | 235 |
| TOTAL | 116 | 140 | 612 | 868 |
| At 31 December 2009 | Debt maturity profiles | ||||
|---|---|---|---|---|---|
| Interest rate | Less than 1 | Between 1 to | Greater than | ||
| In EUR million | ranges | year | 5 years | 5 years | TOTAL |
| Subordinated debt | 1.50% - 6.15% | 189 | 116 | 280 | 585 |
| Other financial debt | 1.20% - 4.30% | 10 | 98 | 64 | 172 |
| TOTAL | 199 | 214 | 344 | 757 | |
| OCEANE financial debt repaid | |||||
| 1 January 2010 | 4.12% | 191 | - | - | 191 |
The previous tables are based on the IFRS 7 disclosure requirement and do not represent the intention of the Group to call the debt back before maturity.
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 will fluctuate because of changes in foreign exchange rates. This risk is more fully described in the 2010 Registration Document in Section 4.2.4 – SCOR is exposed to currency risk.
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 our fixed-income investments and therefore on the level of unrealised capital gains or losses of the fixed-income securities held in our 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 risk relating to investments is more fully described in the 2010 Registration Document in Section 4.2.1 – SCOR faces risks related to its fixed income investment portfolio.
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.
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.
The liabilities recorded for the annuity business would not change materially to a 100 basis point change in interest rates as they are linked to account values. However, the shadow accounting would be impacted.
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.
Additional information is included in the 2010 Registration Document in Section 4.2.2 – SCOR faces risks related to its equity-based portfolio.
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 programmes, 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.
The following table summarises the accounting sensitivity of the Group's consolidated income and consolidated equity (on a pre-tax basis) to market risks based on reasonably possible movements in key variables with all other variables held constant. The assumptions included are:
The interest sensitivities 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 and annuity business of the life operations in the U.S.
An estimate of the impact on the future profit & loss following a change of 100bps is not included as SCOR's active investment management includes measures to partially mitigate such changes depending on factors such as the part of the yield curve affected, levels of cash and maturity reinvestment, the change on inflation expectations, the effectiveness of hedging instruments, etc.
SCOR conducted an analysis of the sensitivity of the impairment of equity securities, by applying the accounting policy and application rules set out in 20.1.6.1 (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 2010 market values would generate no future further impairment of equity securities (2009: with an equivalent decline, EUR 12 million). It should be noted that this figure should not be scaled up or down as the impairment rules are not a linear function of market value. For example a scenario with a market value decline of 20% would not double the potential further equity impairment.
As previously mentioned, the Life and Non-Life business are not sensitive to equity price movements.
The market sensitivities of the Group are estimated as follows:
| 31 December 2010 | 31 December 2009 | |||
|---|---|---|---|---|
| In EUR million | Income (3) | Equity (3) (4) | Income (3) | Equity (3) (4) |
| Interest +100 basis point (1) | - | (198) | - | (201) |
| % of Equity | - | (4.6)% | - | (5.2)% |
| Interest – 100 basis points (1) | - | 174 | - | 204 |
| % of Equity | - | 4.0% | - | 5.2% |
| Equity markets +10% (2) | - | 75 | 1 | 72 |
| % of Equity | - | 1.7% | 0.0% | 1.9% |
| Equity markets -10% (2) | - | (70) | (13) | (67) |
| % of Equity | - | (1.6)% | (0.3)% | (1.7)% |
(1) The impact of interest rate sensitivity on income relates to financial debt at variable rates.
(2) 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. (3) The reduction in equity represents the estimated net asset impact independently to the amount of impairment recognised in the profit and loss account.
(4) Net of tax at an estimated average rate of 28%.
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, during 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 22 million within equity (2009: EUR 1 million). As at 31 December 2010, the Group does not have any hedges of net investments in place.
The Group recognised a net foreign exchange loss of EUR (15) million for the year ended 31 December 2010 (2009: gain of EUR 14 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 | 2010 | 2009 | |
| USD/EUR | +10% | 132 | 130 | |
| % of Equity | 3.1% | 3.3% | ||
| USD/EUR | -10% | (132) | (130) | |
| % of Equity | (3.1)% | (3.3)% | ||
| GBP/EUR | +10% | 31 | 34 | |
| % of Equity | 0.7% | 0.9% | ||
| GBP/EUR | -10% | (31) | (34) | |
| % of Equity | (0.7)% | (0.9)% |
(1) This analysis excludes the impact of hedging activity. During 2009, the Group entered into a net investment hedge to reduce its exposure to variations in the net assets of USD functional currency subsidiaries as described above.
The following litigation matters shall be mentioned:
As a result of its acquisition of Converium (which has since become SCOR Holding (Switzerland)), SCOR assumed the burden of several litigation matters (notably putative class action complaints) before the United States District Court for the Southern District of New York (the "Court") against Converium and several of its officers and directors.
On 25 July 2008, SCOR Holding (Switzerland) executed a definitive settlement agreement in the U.S. class action. On 12 December 2008, the U.S. Court issued an Order and Final Judgment approving the settlements as fair, reasonable and adequate and dismissing with prejudice all claims against the defendants in the action, including those asserted against SCOR Holding (Switzerland) and certain of its former officers and directors.
SCOR negotiated a definitive agreement for the settlement of the claims of non-U.S. purchasers of Converium securities. A petition was submitted on 9 July 2010 before the Court of Appeal of Amsterdam, in the Netherlands, which is the only Court likely to maintain jurisdiction in order to grant a legal ground to the payment of indemnification to the shareholders not residing in the US homogeneous with the indemnification received by the US shareholders. The proceeding before this Court in relation to its jurisdiction and is being carefully followed with by SCOR. The decision by the Court is expected in April 2012.
On 29 January 2008, the Spanish competition authority (Comisión Nacional de la Competencia, the "CNC") commenced a sanctioning procedure against SCOR Global P&C SE Ibérica Sucursal, a branch of SCOR Global P&C, and a number of other insurance and reinsurance companies for alleged antitrust practices to set the commercial conditions applied to customers in relation to the decennial insurance for construction that could result in an 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).
After an initial investigatory phase, the Directorate of Investigation of the CNC has confirmed its initial accusation and has sent the file to the Council of the CNC for a final decision. The CNC issued its decision on 12 November 2009, which puts and end to the proceeding regarding the decennial insurance against, inter alia, SCOR Ibérica Sucursal. The fine amounts to EUR 18.6 million for SCOR which is sanctioned along with other insurers and reinsurers within the construction market in Spain. SCOR has decided to appeal this decision before the Administrative Chamber of the National Hearing and filed an appeal on 21 December 2009. SCOR intends to assert strong arguments, concerning both the proceedings and the substance of the litigation, as well as upon the calculation of the fine and its proportionality.
SCOR is confident in the success of this appeal with regards to the merits of its argument, upon the calculation of the reinsurance prices as well as upon the excessive amount of the fine.
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 D&O insurance policy. The proceedings are still 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.
Pursuant to the Lloyd's Market Franchise Board "in principle" approval, the Channel Syndicate (Syndicate 2015) successfully started to underwrite business on 5 January 2011. SCOR provides 100% of the capital for this syndicate.
On 2 February, 2011, SCOR issued CHF 400 million fixed rate perpetual subordinated notes, with a first call date of 2 August 2016. The coupon has been set at 5.375%, until 2 August 2016, and 3-month CHF LIBOR plus a margin of 3.7359% thereafter. The notes will be classified as a liability as there is a requirement to settle the obligation in cash. SCOR has entered into a cross currency swap which exchanges the principal into EURO and exchanges the CHF coupon on the notes to a 6.98% EURO coupon and matures on 2 August 2016.
On 16 February 2011, the Group entered into an agreement to sell its US Fixed Annuity business through the sale of its wholly owned subsidiary Investors Insurance Corporation. With this sale, the Group will completely exit the annuity business. The transaction is expected to be completed in the first half of 2011, subject to regulatory approvals.
Since the beginning of 2011, a series of exceptionally serious natural catastrophes has hit Australia, with cyclones and floods, as well as New Zealand, with an earthquake that has devastated Christchurch. The entire reinsurance industry is impacted by these very major events. On the basis of currently available information, SCOR estimates that costs for the Group, net of retrocession and before tax, are close to EUR 100 million for the Australian events of 2011 and another EUR 100 million for the second New Zealand earthquake. For the natural catastrophe losses impacting the Australian or New Zealand markets, the Group is protected by an external retrocession programme that kicks in in excess of USD 185 million per occurrence.
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 2010 is reproduced below:
This is a free translation into English of the statutory auditors' report issued in the French language and is provided solely for the convenience of English speaking readers. This report includes information specifically required by French law in all audit reports, whether qualified or not, and this is presented below the opinion on the financial statements. This information includes explanatory paragraphs discussing the auditors' assessments of certain significant accounting matters. These assessments were made for the purpose of issuing an opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements. The report also includes information relating to the specific verification of information in the Group management report.
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended 31 December 2010, on:
These consolidated financial statements have been approved by the Board of Directors at their meeting on 7 March 2011. Our role is to express an opinion on these financial statements, based on our audit.
We conducted our audit in accordance with the 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 includes verifying, by audit sampling and other selective testing procedures, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used, the significant estimates made by the management, and the overall financial statements presentation. We believe that the evidence we have gathered in order to form our opinion is adequate and relevant.
In our opinion, the financial statements give a true and fair view of the assets, liabilities, financial position and results of the consolidated group in accordance with the accounting rules and principles applicable under IFRS, as adopted by the European Union.
Without qualifying our opinion, we draw attention to the matters discussed in the note 1 - "accounting principles and methods" – paragraph (D) regarding the IFRS standards effective during the period especially related reivisions of IAS 39 "Eligible Hedge items" and IFRS 2 "Share based payments".
Financial Statements have been prepared in a context of continuous uncertain economic environment and of evolution of the financial crisis that now includes monetary ramifications within the euro area. In accordance with the requirements of Article L. 823-9 of the French Commercial Code (Code de Commerce), we have performed our own assessments that we bring to your attention on the following matters:
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 Group.
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 and the value of business acquired for the Life and Non-Life reinsurance portfolios. The methods used to carry out these annual impairment tests are described in note 4 to the consolidated financial statements.
We have examined the approaches used in the impairment tests, the cash flow forecasts and the consistency of the assumptions used. We have verified that the information described in note 4 to the consolidated financial statements is appropriate.
Notes 1 - "(R) Taxes" and 19 to the consolidated financial statements describe the principles and methods used to perform the valuation of deferred tax assets as well as the deferred tax assets impairment test.
We have assessed the approaches used in this impairment test, the forecasted 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 notes 1 - "(B) 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 recognised 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 - "Acquisition of XL Life America Inc. (XLRLA)" 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 XL RLA.
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" to the consolidated financial statements 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.
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 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.
We have also performed the specific verifications required by law in accordance with professional standards applicable in France
We have no matters to report regarding its fair presentation and conformity with the consolidated financial statements.
Paris-La Défense,
7 March 2011
The statutory Auditors
ERNST & YOUNG AUDIT MAZARS
Pierre PLANCHON Michel BARBET-MASSIN Antoine ESQUIEU
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 organisation of the work of the Board of Directors and on internal control procedures, pursuant to Article L. 225-37 of the French Commercial Code, 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 2010 or continued during 2010, 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 corporate accounts for the financial periods ending 31 December 2010, 2009 and 2008, included respectively in Appendix A of this Registration Document, at pages 300 to 334 of the registration document filed with the Autorité des marches financiers on 3 March 2010 under the number D. 10-0085 and at pages 286 to 324 of the registration document filed with the Autorité des marchés financiers on 5 March 2009 under the number D. 09-0099 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, at pages 335 to 336 of the registration document filed with the Autorité des marches financiers on 3 March 2010 under the number D. 10-0085 and at pages 325 to 327 of the registration document filed with the Autorité des marches financiers on 5 March 2009 under the number D. 09-0099.
20.3 Sources of financial information not extracted from the audited financial statements of the issuer and indication of such absence of audit
Not applicable
31 December 2010.
Not applicable.
The resolution to be presented to the Annual General Meeting to approve, during the first half of 2011, the accounts for the financial year 2010, sets out the distribution of a dividend of EUR 1.10 per share for the financial year 2010.
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 20.1.6.27 – Note 27 – Litigation.
No material change has occurred in the Group's financial or commercial situation since the end of the financial year 2010.
21.1 PAGE 260
Share capital
Charter and Bylaws
21.2 PAGE 266
| Date | Amount of capital subscribed In EUR |
Number of shares outstanding |
|---|---|---|
| 31 December 2009 | 1,458,917,914.79 | 185,213,031 |
| 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 |
All SCOR shares outstanding are fully paid up.
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 authorise 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 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 authorise the Board to reduce the share capital by cancellation of treasury shares, the Board of Directors of SCOR 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.
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated 18 May 2004, in its fourth resolution to authorise 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 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 authorise the Board to reduce the share capital by cancellation of treasury shares, the Board of Directors of SCOR 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.
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 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.,
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.
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 authorise 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 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 dated 28 April 2010, in its eighteenth resolution to authorise the Board to reduce the share capital by cancellation of treasury shares, the Board of Directors of SCOR 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.
As a result, on the date of the Registration Document, the share capital of SCOR was EUR 1,478,740,032 divided into 187,729,495 shares each with a par value of EUR 7.8769723.
To the Company's knowledge, there is no significant pledge on the SCOR's shares.
Refer to Section 20.1.6.25 – Note 25 – Commitments received and granted for a description of the pledges on the Company's assets.
| Issuance of OCEANEs |
At 31 Dec. 2009 |
At 31 Dec. 2010 |
On the date of the Registra tion Docume nt |
Interest bearing date of the OCEANEs |
Normal amort izatio n date |
|---|---|---|---|---|---|
| 2 July 2004 | 10,470,000 | - | - | 2 Aug. 2004 | 1 Jan. 2010 |
| Issuance of warrants |
At 31 Dec. 2009 |
At 31 Dec. 2010 |
On the date of the Registration Document |
Date of availability of the warrants |
Expiration date |
| 17 Dec. 2010 | - | 19,042,848 | 19,042,848 | 1 Jan. 2011 | 31 Dec. 2013 |
| Stock option plans |
At 31 Dec. 2009 |
At 31 Dec. 2010 |
On the date of the Registration Document |
Date of availability of options |
Expiration date |
| 28 Feb 2003 | 105,239 | 102,799 | 102,799 | 28 Feb 2007 | 28 Feb 2013 |
| 3 June 2003 | 133,343 | 129,475 | 129,475 | 3 June 2007 | 3 June 2013 |
| 25 Aug 2004 | 250,068 | 179,516 | 175,448 | 26 Aug 2008 | 26 Aug 2014 |
| 16 May 2005 | 538,278 | 464,112 | 455,848 | 16 Sept 2009 | 16 Sept 2015 |
| 14 Sept 2006 | 742,965 | 720,482 | 703,752 | 15 Sept 2010 | 15 Sept 2016 |
| 14 Dec 2006 | 211,000 | 149,500 | 146,500 | 15 Dec 2010 | 15 Dec 2016 |
| 13 Sept 2007 | 1,279,500 | 1,217,500 | 1,217,500 | 13 Sept 2011 | 13 Sept 2017 |
| 22 May 2008 | 279,000 | 279,000 | 279,000 | 22 May 2012 | 22 May 2018 |
| 10 Sept 2008 | 1,173,000 | 1,120,500 | 1,120,500 | 10 Sept 2012 | 10 Sept 2018 |
| 23 March 2009 | 1,399,500 | 1,391,000 | 1,391,000 | 23 March 2013 | 23 March 2019 |
| 25 Nov. 2009 | 88,500 | 88,500 | 88,500 | 25 Nov. 2013 | 25 Nov. 2019 |
| 18 March 2010 | - | 1,378,000 | 1,378,000 | 19 March 2014 | 19 March 2020 |
| 12 Oct. 2010 | - | 37,710 | 37,710 | 13 Oct. 2014 | 13 Oct. 2020 |
| Total | 16,670,393 | 26,300,942 | 26,268,880 |
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 28 April 2010 | |
|---|---|
| 10th resolution (Delegation of powers to the Board of Directors for the purpose of deciding upon the incorporation of profits, reserves or premiums into the share capital) |
25,390,466 shares (28 April 2010) 25,390,466 shares (Date of the Registration Document) |
| 11th resolution (Delegation of authority granted to the Board of Directors for the purpose of deciding on the issuance of shares and/or of securities granting access to capital or giving entitlement to a debt instrument, without cancellation of preferential subscription rights) |
76,171,399 shares (28 April 2010) 57,128,551 shares (Date of the Registration Document)(1) |
| 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 granting access to capital or giving entitlement to a debt instrument, with cancellation of preferential subscription rights) |
36,816,176 shares (28 April 2010) 17,773,328 shares (Date of the Registration Document)(2) |
| 13th resolution (Delegation of authority granted to the Board of Directors for the purpose ofmaking determinations with respect to the issuance, in the context of an offer of shares and/or of securities granting access to capital or entitling the holder to a debt instrument, with cancellation of preferential subscription rights) |
28,159,424 shares (28 April 2010) 17,773,328 shares (Date of the Registration Document) |
| 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 holder to a debt instrument, as remuneration for shares contributed to the Company in the context of any public exchange offer launched by the Company) |
36,816,176 shares (28 April 2010) 17,773,328 shares (Date of the Registration Document) |
| 15th resolution (Authorisation granted to the Board of Directors for the purpose of the issuance of shares and/or securities granting access to the Company's capital or giving entitlement to a debt instrument, as remuneration for shares contributed to the Company in the context of any public exchange offer launched by the Company or of any contributions in kind within a limit of 10% of the share capital) |
18,772,949 shares (28 April 2010) 17,773,328 shares (Date of the Registration Document) |
| 17th resolution (Delegation of authority granted to the Board of Directors for the purpose of issuing securities granting access to the Company's share capital, with cancellation of preferential shareholder subscription rights, reserved for one category of entities, ensuring the underwriting of the Company's equity securities) |
19,042,849 shares (28 April 2010) 1 share (Date of the Registration Document)(3) |
| Authorisations for share issues granted by the Extraordinary Shareholders' Meeting of 28 April 2010 | |
| 16th resolution (Authorisation granted to the Board of Directors for the purpose of increasing the number of shares issued in accordance with 11th and 12th resolutions in the event of over-subscription to the share capital increase, with or without cancellation of preferential subscription rights) |
This resolution can only be used with the 11th and 12th resolutions and is in any case capped by 11th and 12th resolutions |
| 19th resolution (Authority to issue shares for stock option plans) | 3,000,000 shares (28 April 2010) 2,962,290 shares (Date of Registration Document) |
| 20th resolution (Authority to issue shares under free share allotment plans) | 3,000,000 shares (28 April 2010) 2,948,970 shares (Date of Registration Document) |
| 21st resolution (Share capital increase reserved for employees of the Group) | 3,000,000 shares (28 April 2010) 3,000,000 shares (Date of Registration Document) |
| 22nd resolution (Aggregate ceilings of the capital increases) | 110,561,865 shares (28 April 2010) 91,519,017 shares (Date of Registration Document) |
110,561,865 shares (28 April 2010) 91,519,017 shares (Date of Registration Document)
(1) Due to the imputation of the 12th resolution's ceiling on the 11th resolution ceiling.
Total
(2) Due to the imputation of the 17th resolution's ceiling on the 11th resolution ceiling.
(3) The 17th resolution granted a delegation of authority for the purpose of issuing securities granting the right to 19,042,848 new shares of SCOR SE. Such securities granting the right to subscribe 19,042,848 new shares of SCOR have been issued to the benefit of UBS on 17 December 2010, in the context of the implementation of the capital contingent line.
Except for the delegations granted pursuant to the 17th and the 21st resolutions, which are granted for an eighteen (18) months duration, the delegations of powers granted by the Shareholders' Meeting of 28 April 2010 are each granted for a twenty-six (26) months duration as from the date of the Shareholders' Meeting, i.e. until 28 June 2012, date on which it will be deemed expired if the Board of Directors did not use it.
Except for the delegation granted pursuant to the 16th resolution, which is granted for a twenty-six (26) months duration, the authorisations granted by the Shareholders' Meeting of 28 April 2010 are each granted for an eighteen (18) months duration as from the date of the Shareholders' Meeting, i.e. until 28 October 2011, date on which it will be deemed expired if the Board of Directors did not use it.
The total number of shares authorised 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 (ii) the current delegations and authorisations is 108,189,410.
21.1.2 EXISTENCE OF NON-EQUITY SHARES
Not applicable.
The description of the stock buyback programme implemented under the 8th resolution of the Annual Shareholders' Meeting of 28 April 2010 was published by the Company on 28 April 2010. The report of the Board of Directors of the Company to the Annual Shareholders' Meeting to be held in the first half of 2011 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 programme and this liquidity agreement were as follows: SCOR proceeded, during the financial year 2010, to:
On 31 December 2010, SCOR held 6,427,554 shares compared with 6,599,717 shares at 31 December 2009. The par value of these treasury shares is EUR 7.8769723 and their book value is EUR 103,377,434.64.
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 2010 | 16.983 | 17.178 | NA | 171,985 | 244,291 |
| February 2010 | 17.336 | 17.342 | NA | 161,706 | 207,881 |
| March 2010 | 16.893 | 19.016 | NA | 281,501 | 334,913 |
| April 2010 | 18.415 | 18.620 | 1,956.89 | 303,776 | 277,910 |
| May 2010 | 15.953 | 15.544 | 6,822.32 | 760,481 | 347,509 |
| June 2010 | 15.897 | 15.984 | NA | 422,457 | 307,873 |
| July 2010 | 15.905 | 15.888 | 3,156.83 | 436,680 | 268,911 |
| August 2010 | 16.487 | 16.644 | NA | 165,498 | 162,434 |
| September 2010 | 17.511 | 17.604 | 3,091.53 | 527,788 | 391,406 |
| October 2010 | 17.927 | 17.101 | NA | 290,769 | 305,053 |
| November 2010 | 18.135 | 18.201 | NA | 253,096 | 331,577 |
| December 2010 | 18,799 | 18.745 | NA | 375,253 | 300,794 |
| Objective | Number of shares as at 31/12/2010 |
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 recognised by the Financial Markets Authority |
585,307 | - | 4,610,447 | 0.31% |
| 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 |
5,842,247 | - | 46,019,218 | 3.11% |
| 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. to respect 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 |
- | - | - | - |
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company dated 28 April 2010, in its seventeenth resolution, to delegate to the Board the authority of issuing securities granting access to the Company's share capital, with cancellation of preferential shareholder subscription rights, reserved for one category of entities, ensuring the underwriting of the Company's equity securities, SCOR signed, on 10 September 2010, a natural catastrophe financial coverage facility in the form of contingent capital equity line with UBS. Under the transaction, SCOR will benefit from a contingent EUR 150 million equity line, which would be available in two separate tranches of EUR 75 million each. Drawdown on facility may result in an aggregate increase in the share capital of up to EUR 150 million (including issuance premium), in respect of which SCOR has entered into a firm subscription commitment with UBS.
The issuance of the shares will be triggered when SCOR has experienced total aggregated losses from natural catastrophes above certain thresholds occurring over three years, between 1 January 2011 and 31 December 2013
The eligible worldwide natural catastrophe events under the transaction include the following:
landslip, landslide, mudslide, bush fire, forest fire and lightning.
In addition, subject to no drawdown having been made under the facility, if the daily volume weighted average price of the SCOR SE shares on Euronext Paris falls below EUR 10 (i.e. a level of price close to the par value of the SCOR SE share), an individual tranche of EUR 75 million will be drawn down in order to ensure the availability of this financial cover (the warrants being unexercisable below par value) in case of occurrence of a natural catastrophe-type event during the remainder of the risk coverage period.
Pursuant to the agreement entered into with UBS, SCOR SE issued 9,521,424 warrants to UBS on 17 December 2010. Each warrant commits UBS to subscribe for two new SCOR SE shares. The issuance of the shares will be automatically triggered when the aggregated amount of the estimated ultimate net losses resulting from natural catastrophes incurred by the Group (in its capacity as an insurer/reinsurer) reaches certain thresholds in any given calendar year between January 1 2011 and December 31, 2013(1). In the absence of any triggering event, no shares will be issued under the facility. The facility may therefore reach its term without any dilutive impact for shareholders.
The warrants will remain exercisable until three months after the expiry of the above risk coverage period (from 1 January 2011 to 31 December 2013).
All subscriptions for new shares by UBS, if any, will be made at a price of 90% of the volume weighted average price of the SCOR SE shares on Euronext Paris over the three trading days preceding the exercise of the warrants. UBS is committed to subscribing for the new shares but does not intend to become a long term shareholder of SCOR SE and will resell the shares by way of private placements and/or sales on the open market. UBS does not intend to become a long term shareholder of SCOR SE, and will resell the shares by way of private placements and/or sales on the open market.
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 are neither under option nor agreed to be put under option.
(1) The estimated ultimate net losses are defined as the aggregation of the individual estimated ultimate net losses of all natural catastrophe events in a given calendar year. The individual estimated ultimate net loss is the estimated pre-tax impact of any qualifying natural catastrophe event, net of all recoveries (reinsurance and derivatives) and additional expenses as recorded in the Group books.
| Change in capital | Shares | Changes | Successive amounts of capital (in EUR) |
Cumulative number of shares |
||
|---|---|---|---|---|---|---|
| Issue | Additional paid | |||||
| price (in EUR) |
Number | Share capital (in EUR) |
in capital (in EUR) |
|||
| 31/12/2008 | 1,451,304,380.43 | 184,246,437 | ||||
| Exercise of subscription option | 10.90 | 30,504 | 240,279,16 | 92,214.44 | - | |
| Cancellation of treasury shares | - | 129,539 | 1,020,375.11 | None | - | |
| Exercise of subscription option | 10.90 | 131,053 | 1,032,300.85 | 396,176.85 | ||
| Conversion of OCEANE | 17.09 | 934,576 | 7,361,629.26 | 8,614,012.88 | ||
| 31/12/2009 | 1,458,917,914.79 | 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 | 1,478,740,032 | 187,729,495 |
The purpose of the Company, either directly or indirectly, in all countries, is as follows:
and generally all such industrial, commercial and financial transactions, or transactions involving moveable property and real estate, as may pertain directly or indirectly to the above stated corporate purpose or as may be related to or facilitate the implementation or pursuit thereof.
21.2.2 SUMMARY OF THE BYLAWS AND INTERNAL REGULATIONS OF THE COMPANY CONCERNING THE MEMBERS OF ITS ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
Refer to the report of the Chairman of the Board of Directors in Appendix B of the Registration Document.
The Shareholders' Meeting may decide to offer shareholders a choice between payment of the dividend in cash or in shares for all or a portion of the dividend or interim dividend to be distributed, in compliance with applicable law and regulatory provisions. Dividends will be deemed forfeited after the legally prescribed period (i.e. after five years) and revert to the French government.
Dividends paid to non-residents are in principle subject to withholding tax.
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.
The Ordinary Shareholders' Meeting may validly take all decisions necessary to give each shareholder the option of receiving all or part of a dividend or interim dividend in the form of shares in the Company, in accordance with the terms and conditions set forth by law.
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 authorises 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 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.
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.
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, 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 authorised intermediary designated as account holder.
The Board of Directors of the Company determines the time period during which formalities for the immobilisation 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 authorised 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.
Pursuant to articles L. 322-4 and R. 322-11-1 of the French Code of insurance, any operation 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, a stake in a reinsurance company shall be notified by these persons to the French prudential control Authority prior to its completion when one of the following conditions are met :
1° the portion of the voting rights held by this or these persons crosses up or down the thresholds of the tenth, the fifth, the third or half ;
2° the company becomes or ceases to be a subsidiary of this or these persons.
When a decrease or a selling of a stake, whether directly or indirectly, has been notified, the French prudential control Authority checks that such operation does not challenge the conditions to which the license granted to the company is subject to.
The authorisation 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 French prudential control Authority, the District Attorney or any shareholder, the judge shall adjourn the exercise of the voting rights of the failing persons, until regularization of the situation.
In addition to the information required by law from all shareholders who, acting alone or in concert, hold either directly or indirectly a given fraction of the share capital or of the voting rights of the Company, 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 the Company 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 the Company's 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 regularisation of the notification.
21.2.8 CONDITIONS GOVERNING MODIFICATIONS TO THE SHARE CAPITAL (OTHER THAN LEGAL PROVISIONS)
Not applicable.

Refer to:
Like all Life reinsurers in the U.S. market, SCOR Global Life Rückversicherung AG (formerly Revios, absorbed by SCOR Global Life SA in 2007) has utilised offshore retrocession agreements in order to better manage its capital requirements, especially those imposed by the so-called Triple X regulations. When a U.S. ceding entity retrocedes risks to a non-U.S. reinsurance entity, U.S. legislation requires that a guarantee be provided for the benefit of the U.S. ceding company in order for it to reduce its statutory reserve liabilities. In the past, Revios has relied on the use of short term Letters of Credit ("LoC") for this purpose.
It has been an objective of the Revios Group to reduce its reliance on short term LoC in favour of a longer term solution, not only as a prudent course of action, but also in order to garner more favourable treatment from the rating agencies. For this purpose, in 2005 Revios put in place a Funding Arrangement ("FA"). This FA is in the form of a reinsurance agreement with two third party reinsurers, London Life and Union Hamilton. London Life acts as an intermediary for the retrocession of Revios business to its offshore companies. Under the FA, funds are placed in trust for the benefit of London Life, which reduces the LoC requirement on a dollar-for-dollar basis.
The FA is supported by the profitability of a large portfolio of in force life reinsurance contracts. Under the FA, Revios is able to cover under the guarantee approximately 90% of the excess of US statutory reserves over IFRS liabilities, up to the facility's maximum of USD 225 million.
The cost of the FA is competitive with long term LoC facilities and is guaranteed for 15 years. It also has the benefit of being non-recourse to Revios.
The FA was launched in two phases. In the first phase, effective 31 December 2005, USD 105 million was placed in trust in lieu of letters of credit. In the second phase, an additional USD 96 million of funding was placed in trust effective 30 September 2006.
In order to anticipate the increasing requirements of the Triple X regulations, the FA provided regulatory guarantees of approximately USD 224.75 million as at 31 December 2008, USD 224.51million as at 31 December 2009 and USD 359 million as at 31 December 2010.
SCOR Global Life Rückversicherung AG issued parent company guarantees for the following of its European subsidiaries: SCOR Global Life Reinsurance UK Limited (United Kingdom), SCOR Global Life Reinsurance Ireland Limited (Ireland), Sweden Reinsurance Co Ltd (Sweden), and SCOR Global Life Rückversicherung Schweiz AG (Switzerland).
Under these guarantees, which took effect on 22 November 2005 for SCOR Global Life Reinsurance Ireland Limited and on 25 November 2005, for the other subsidiaries concerned, SCOR Global Life Rückversicherung AG will unconditionally assume the commitments of the aforesaid subsidiaries with regard to reinsurance contracts agreed by them upon a payment default remaining uncured for more than 30 days.
SCOR Global Life SE has signed on 22 February 2008 a four-year mortality swap with JPMorgan Ventures Corporation, under the terms of which it will receive up to USD 100 million and EUR 36 million in the event of a significant rise in mortality. The agreement runs from 1 January 2008 to 31 December 2011 and will compensate SCOR notably for a rise in mortality rates due to major pandemics, natural catastrophes or terrorist attacks.
SCOR Global Life SE has added a new layer of protection to its current four-year mortality swap transaction. Under the new, extended arrangement, SCOR will be entitled to USD 75 million in the event of a rise in mortality over the course of the period from 1 January 2009 to 31 December 2011 notably due e.g. to major pandemics, natural catastrophes or terrorist attacks.
The risk swap is indexed against a weighted combination of US and European population mortality, measured over two consecutive calendar years. According to the structure of the arrangement, a payment will be triggered if, at any time during the period covered, the index exceeds 115%. At any index level between the trigger point of 115% and the exhaustion point of 125%, JPMorgan Ventures Corporation will pay to SCOR Global Life SE a pro-rata amount of the notional swap amount of USD 100 million plus EUR 36 million.
The risk swap is fully collateralised.
SCOR SE, SCOR Global Life SE and SCOR Global P&C SE on one side and Deutsche Bank on the other side executed, on 23 October 2008, a stand-by letter of credit facility agreement.
Deutsche Bank agreed to issue Stand-By Letters of Credit ("SBLCs") in a form acceptable to the American National Association of Insurance Commissioners ("NAIC") as guarantee for commitments undertaken by SCOR, SCOR Global Life SE and SCOR Global P&C SE in the context of their reinsurance activities. The maximum face value of the letters of credit under this agreement is USD 325,000,000, as from 23 October 2008 until 31 December 2011.
Pursuant to the terms and conditions of an amendment executed on 4 December 2009, SCOR Switzerland AG became a party to this facility agreement.
Pursuant to the terms and conditions of an amendment executed on 30 November 2010, the maximum amount of the facility agreement was increased up to USD 575,000,000, the credit facility agreement entered into between the same parties on 24 July 2009 was terminated on same day. Moreover, since 30 November 2010, the issuance of SBLC is subject to (i) grant to Deutsche Bank a pledge over financial instruments composed of US treasury bills, (ii) issue a first demand guarantee amounting to USD 287,500,000 in favour of the bank.
A stand-by letter of credit facility agreements dated 23 October 2008, was executed between SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and SCOR Rückversicherung (Deutschland) AG on one side and Natixis on the other side. Natixis agreed to issue SBLCs to guarantee the reinsurance activities of the above mentioned companies up to a maximum of USD 200,000,000 in a form acceptable to the NAIC, as from 23 October 2008 until 16 October 2011.
Pursuant to the terms and conditions of an amendment executed on 19 May 2010, SCOR Financial Services Ltd and SCOR Global Life Reinsurance Ireland Ltd becames parties to this facility agreement.
Under the terms of an agreement with SCOR SE, SCOR Global P&C SE, SCOR Global Life SE and SCOR Switzerland AG on one side and CALYON on the other side, CALYON has agreed to issue SBLCs to guarantee the reinsurance activities of the above mentioned companies up to a maximum of USD 200,000,000 in a form acceptable to the NAIC, as from 1 January 2009 until 31 December 2011.
The issuance of SBLCs under the terms of these agreements is subject to the execution by each entity of a pledge over a financial instrument account consisting of OATs or U.S. Treasury bills representing at least 50% of the amount of the SBLC.
Pursuant to the terms and conditions of an amendment executed on 26 July 2010, the beneficiaries to the letters of credit can be non U.S. and these letters can be labelled in currencies other than euro or U.S. dollar.
Under the terms of an agreement between SCOR SE and HSBC, the bank granted SCOR SE an overdraft credit facility in a maximum principal amount of EUR 150,000,000 in order to finance its general corporate purposes, as from 26 October 2010 until 26 October 2011.
Under the terms of an agreement with SCOR SE, SCOR Global P&C SE, SCOR Global Life SE and SCOR Switzerland AG on one side and J.P. Morgan Europe Limited on the other side, J.P. Morgan Europe Limited has agreed to issue SBLCs to guarantee the reinsurance activities of the above mentioned companies up to a maximum of USD 250,000,000 in a form acceptable to the NAIC, as from 5 November 2010 until 31 December 2012.
Pursuant to the terms and conditions of an amendment executed on 17 November 2010, SCOR Global Life Reinsurance Ireland Limited becames party to this facility agreement.
SCOR SE, SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG and SCOR Rückversicherung (Deutschland) AG on one side and Société Générale on the other side executed, on 10 June 2010, a stand-by letter of credit facility agreement.
Société Générale agreed to issue Stand-By Letters of Credit ("SBLCs") in a form acceptable to the American National Association of Insurance Commissioners ("NAIC") as guarantee for commitments undertaken by the above mentioned companies in the context of their reinsurance activities. The maximum face value of the letters of credit under this agreement is USD 100,000,000, as from 10 June 2010 until 10 June 2013.
The issuance of SBLCs pursuant to this agreement is subject to the execution (i) by each user of the letters of a pledge over a financial instruments account to the benefit of Société Générale, composed of U.S., French and/or German treasury bills up to 50% of the drawn amount and of (ii) a first demand guarantee by SCOR SE to the benefit of Société Générale up to a maximum amount of USD 100,000,000.
THIRD-PARTY INFORMATION AND STATEMENTS BY EXPERTS AND DECLARATIONS OF ANY INTEREST
Expert's report
23.1 PAGE 276
23.2 PAGE 276 Information from third parties
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 1 avenue du Général de Gaulle, 92800 Puteaux.
The document referred to in Article 222-7 of the general regulation of the AMF is incorporated in the Registration Document and is shown in Section 28 – Published Information. The information quoted therein is available for downloading from the following sites:
L'info financière: http://www.info-financiere.fr

As concerns the holdings held directly by SCOR, refer to:
Section 7 – Organisational Structure;
As at 31 December 2010, 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 business |
% Capital |
Share capital issued in millions |
Reserves (in EUR millions) |
Operating income after tax (in EUR millions) |
Value of holding (in EUR millions) |
Amount remaining for the purchase of the shares (in EUR millions) |
Amount of dividends received (in EUR millions) |
Amount of liabilities due to SCOR (-) and by SCOR (+) (in EUR millions) |
|
|---|---|---|---|---|---|---|---|---|---|
| SCOR Holding Switzerland AG |
Holding | 100 % | EUR 382 Mo |
772 | 18 | 1,847 | - | - | - |
| SCOR Switzerland AG |
Reinsurance | 100 % | EUR 174 Mo |
638 | 247 | 1,256 | - | - | - |
| TOTAL | 1,410 | 265 | 3,103 | - | - | - |

Not applicable.
Refer to Section 20 – Consolidated financial statements, Note 22 – Other operating and administrative expenses for the detail of audit fees.

| 28.1 | PAGE 287 | ||||
|---|---|---|---|---|---|
| Information published on the Autorité des Marchés Financiers (AMF) | |||||
| website (www.amf-france.org) | |||||
| 28.2 | PAGE 287 | ||||
| Information published in the Bulletin des Annonces Légales Obligatoires | |||||
| (BALO) [Bulletin of required legal notices publications] (www.journal | |||||
| officiel.gouv.fr/balo/index.php) | |||||
| 28.3 | PAGE 288 | ||||
| Information published on SCOR's company website (www.scor.com) | |||||
| 28.4 | PAGE 289 | ||||
| Information published on NYSE-Euronext's website (www.euronext.com) | |||||
| 28.5 | PAGE 289 | ||||
| Information published on the Info-Financières website (www.info |
financière.fr/search.php.com
| Date | Subject |
|---|---|
| 28 June 2010 | Disclosure of trading in the Company's shares by members of the Board of Directors (Médéric Prévoyance pour INPR) |
| 28 June 2010 | Disclosure of trading in the Company's shares by members of the Board of Directors (Médéric Prévoyance pour MUT2M) |
| 28 June 2010 | Disclosure of trading in the Company's shares by members of the Board of Directors (Médéric Prévoyance pour URRPIMMEC) |
| 28 June 2010 | Disclosure of trading in the Company's shares by members of the Board of Directors (Médéric Prévoyance) |
| 3 March 2010 | Registration document |
| 15 February 2010 | Disclosure of trading in the Company's shares by members of the Board of Directors (Jean-Claude Seys) |
| 8 January 2010 | Disclosure of trading in the Company's shares by members of the Board of Directors (Antonio Borgès) |
28.2 Information published in the Bulletin des Annonces Légales Obligatoires (BALO) [Bulletin of required legal notices publications] (www.journalofficiel.gouv.fr/balo/index.php)
| Date | Subject |
|---|---|
| 7 June 2010 | Periodical publications – Approval of the financial statements for the financial year 2009 by the Ordinary Annual General Meeting of the Shareholders held on 28 April 2010 and allocation of income |
| 10 May 2010 | Other notices – Voting rights |
| 12 April 2010 | Notices of meeting – Notice of convening of the shareholders and securities holders to the Ordinary and Extraordinary General Meeting of the Shareholders of 28 April 2010 |
| 24 March 2010 | Notices of meeting – Notice of meeting of the shareholders and securities holders to the Ordinary and Extraordinary General Meeting of the Shareholders of 28 April 2010 |
All press releases and offering circulars published on the AMF site (section 28.1.) are simultaneously published on SCOR's website. In addition, the following were published on the SCOR's website:
| Date | Subject |
|---|---|
| 16 February 2011 | SCOR sells its US Fixed Annuity business |
| 10 February 2011 | The 1/1/2011 renewals demonstrate SCOR's ability to implement its strategic plan "Strong Momentum": confirmed technical profitability and 13% premium growth |
| 25 January 2011 | SCOR Global Life opens a new office in Mexico and reinforces its organisational structure in Latin America, a rapidly growing Life reinsurance region |
| 20 January 2011 | SCOR successfully places CHF 400 million perpetual subordinated notes |
| 13 January 2011 | SCOR supports research into HIV through a partnership with the Pierre and Marie Curie University |
| 11 January 2011 | Half-year statement of the liquidity contract between SCOR SE and EXANE BNP Paribas |
| 17 December 2010 16 December 2010 |
SCOR finalizes the implementation of its innovative contingent capital solution 2010 Actuarial Awards: SCOR supports the development of actuarial science in five European countries |
| 16 December 2010 | Launch of the SCOR Global Risk Center: an initiative to further the knowledge and science of risk |
| 9 December 2010 | SCOR extends its Atlas VI catastrophe bonds program |
| 3 December 2010 | Declaration pursuant to Article L.233-8 II of the French Commercial Code and Article 233-16 of the General Regulation of the Autorité des Marchés Financiers |
| 2 December 2010 | SCOR has no exposure to the countries affected by the sovereign debt crisis |
| 5 November 2010 | SCOR confirms its strong momentum in the third quarter – Press release |
| 3 November 2010 | SCOR to back a new Lloyd's syndicate - Press release |
| 7 October 2010 | Moody's raises the outlook on SCOR's "A2" rating to "positive" - Press release |
| 6 October 2010 | Disclosure of trading in own shares – From 8 to 9 September 2010 |
| 1st October 2010 | S&P raises to "positive" the outlook on SCOR's "A" rating - Press release |
| 1st October 2010 | SCOR is elected "Best Global Reinsurance Company" - Press release |
| October 2010 | Letter to shareholders: Stong Momentum - SCOR's strategic plan for the period 2010-2013 |
| 13 September 2010 | Global Reinsurance Forum remains actively engaged in the ongoing regulatory debate to secure the value proposition of reinsurance - Press release |
| 10 September 2010 | A.M. Best upgrades SCOR's rating to "A" - Press release |
| 10 September 2010 | SCOR launches an innovative contingent capital solution to complement its capital shield strategy - Press release |
| 8 September 2010 | SCOR presents its strategic plan for 2010-2013: "Strong Momentum" - Press release |
| 24 August 2010 | Fitch upgrades SCOR's rating outlook from "stable" to "positive" - Press release |
| 6 August 2010 | Disclosure of trading in own shares – From 29 to 30 July 2010 |
| 3 August 2010 | Number of voting rights as at 31 July 2010 - Declaration made 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 |
| 29 July 2010 | Very strong second quarter performance drives first half 2010 net income to EUR 156 million - Press release |
| 29 July 2010 | SCOR announces the publication of its interim financial report for the six months ended 30 June 2010 - Press release |
| 22 July 2010 | SCOR records excellent half-year Non-Life treaty renewals - Press release |
| Jean-Charles Simon is appointed Head of Group Communications and Public Affairs of SCOR, as | |
| 7 July 2010 | well as Chief Economist - Press release Number of voting rights as at 30 June 2010 - Declaration made pursuant to Article L. 233-8-II of |
| 1st July 2010 | the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers |
| 11 June 2010 | SCOR continues its active dividend policy with a payout ratio of 48%; shareholders' choice: €137 million in cash, €42 million in new shares - Press release |
| 17 May 2010 | Disclosure of trading in own shares – From 6 to 14 May 2010 |
| 6 May 2010 | Disclosure of trading in own shares – From 29 April 2010 to 5 May 2010 |
| 28 April 2010 | SCOR shareholders approved the option for the payment of the 2009 dividend in SCOR shares - Press release |
| 28 April 2010 | SCOR's Combined General Meeting adopts all proposed resolutions - Press release |
| SCOR Global Life Embedded Value reaches EUR 1.9 billion (EUR 10.8 per share) further | |
| 28 April 2010 | demonstrating the franchise dynamism and profitability - Press release |
| 28 April 2010 | SCOR generates resilient results and confirms the Group's capacity to absorb large shocks - Press release |
| 12 April 2010 | ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING OF SCOR SE TO BE HELD ON APRIL 28, 2010 AT 10 A.M. - AVAILABILITY OF THE DOCUMENTS THAT MUST BE |
| Date | Subject |
|---|---|
| PROVIDED TO THE GENERAL SHAREHOLDERS' MEETING | |
| 7 April 2010 | SCOR obtains a composite reinsurance licence in China, enabling it to add Life & Health reinsurance services to its existing non-Life activities – Press release |
| 1st April 2010 | Number of voting rights as at 2 March 2010 - Declaration made 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 |
| April 2010 | Letter to shareholders: SCOR group combines profitability, solvency and growth, continuing its positive profitability track record |
| 31 March 2010 | Philippe Trainar and Frieder Knüpling join SCOR's Executive Committee; Michel Dacorogna is appointed Deputy Chief Risk Officer and Norbert Pyhel heads up the Cologne Hub – Press release |
| 23 March 2010 | SCOR Global Life opens a Life representative office in Israel – Press release |
| 12 March 2010 | Estimates of expected claims from the recent earthquakes in Haiti and Chile and the European windstorm Xynthia – Press release |
| 11 March 2010 | SCOR joins the "EuroStoxx Select Dividend 30" index – Press release |
| 4 March 2010 | SCOR announces the publication of its 2009 Registration Document – Press release |
| 4 March 2010 | Half-year statement of the liquidity contract between SCOR SE and EXANE BNP Paribas – Press release |
| 3 March 2010 | SCOR demonstrates its capacity to combine growth, profitability and solvency and records a net result of EUR 370 million – Press release |
| 10 February 2010 | SCOR executes on its strategy: the successful outcome of the P&C 1/1 renewals combines growth and an increase in expected profitability – Press release |
| 26 January 2010 | SCOR appoints new Function managers – 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 |
|---|---|
| Declaration pursuant to Article L.233-8 II of the French Commercial Code and Article 233-16 of the | |
| 8 February 2011 | General Regulation of the Autorité des Marchés Financiers |
| Declaration pursuant to Article L.233-8 II of the French Commercial Code and Article 233-16 of the | |
| 25 January 2011 | General Regulation of the Autorité des Marchés Financiers |
| 11 June 2010 | Corporate Event Notice - Increase of the number of shares in circulation |
| Diamondback Capital Management, LLC - Standard form for disclosing short positions pursuant to | |
| the AMF measures announced on 19 September 2008 in respect of the securities of financial | |
| 24 May 2010 | institutions |
| 28 April 2010 | Press release - 2010-2011 Share Buyback program |
All press releases and offering circulars published on the AMF site (section 28.1) and on SCOR's web site (section28.3) 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 | PAGE 292 | ||
|---|---|---|---|
| Significant events of the year | |||
| 1.2 | PAGE 293 | ||
| Balance sheets | |||
| 1.3 | PAGE 295 | ||
| Income statements | |||
| 1.4 | PAGE 298 | ||
| Table of consolidated off-balance sheet commitments | |||
| 1.5 | PAGE 299 | ||
| Notes to the corporate financial statements | |||
| 1.6 | PAGE 321 | ||
Certification of audit of historical financial information
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:
(i) The corporate financial statements for the year ended 31 December 2009 and the Auditors' Report pertaining thereto published on pages 300 to 334 and 335 to 336, respectively, of the registration document filed with the Autorité des Marchés Financiers on 3 March 2010 under number D. 10-0085.
(ii) The corporate financial statements for the year ended 31 December 2008 and the Auditors' Report pertaining thereto published on pages 286 to 324 and 325 to 327, respectively, of the registration document filed with the Autorité des Marchés Financiers on 5 March 2009 under number D. 09-0099.
SCOR's unconsolidated corporate financial statements for the financial year ended 31 December 2010 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 transactions:
| Gross | Impairment and | 2010 | 2009 | ||
|---|---|---|---|---|---|
| In EUR million | balance | depreciation | Net | Net | |
| Intangible assets | Note 3 | 9 | 2 | 7 | 4 |
| Investments | Notes 2&4 | 4,429 | 470 | 3,959 | 4,189 |
| Real estate investments | 154 | 1 | 153 | 155 | |
| Investments in associates | 4,234 | 467 | 3,767 | 3,963 | |
| Other investments | 41 | 2 | 39 | 71 | |
| Cash deposited with ceding companies | - | - | - | - | |
| Investments representing unit-linked | |||||
| contracts | Note 2 | - | - | - | - |
| Share of retrocessionaires in | |||||
| underwriting reserves | Note 4 | 4 | - | 4 | 70 |
| Reinsurance reserves (Life) | - | - | - | - | |
| Loss reserves (Life) | - | - | - | - | |
| Unearned premium reserves (Non-Life) | 2 | - | 2 | 2 | |
| Loss reserves (Non-Life) | 2 | - | 2 | 68 | |
| Other underwriting reserves (Non-Life) | - | - | - | - | |
| Accounts receivable | Note 4 | 423 | 423 | 287 | |
| Accounts receivable from reinsurance | |||||
| transactions | 68 | - | 68 | 35 | |
| Other accounts receivable | 355 | - | 355 | 252 | |
| Other assets | Note 3 | 280 | 15 | 265 | 419 |
| Property, plant and equipment | 78 | 15 | 63 | 36 | |
| Cash and cash equivalents | 100 | - | 100 | 276 | |
| Treasury shares | 102 | - | 102 | 107 | |
| Accrued income and deferred charges | Note 4 | 1,598 | 1,598 | 1,295 | |
| Due and accrued interest on rental | |||||
| income | - | - | |||
| Deferred acquisition costs – assumed (Non-Life) |
37 | - | 37 | 32 | |
| Reinsurance estimates – assumed | 1,555 | - | 1,555 | 1,255 | |
| Other accruals | 6 | - | 6 | 8 | |
| Bond redemption premiums | - | - | - | - | |
| Net translation adjustment | - | - | - | - | |
| TOTAL | 6,743 | 486 | 6,256 | 6,264 |
| 2010 | 2009 | |
|---|---|---|
| In EUR million | ||
| Shareholders' equity and reserves(1) Note 5 |
2,503 | 2,438 |
| Share capital | 1,479 | 1,459 |
| Additional paid-in capital | 766 | 745 |
| Revaluation reserves | - | - |
| Unavailable reserve | - | - |
| Other reserves | 31 | 22 |
| Capitalisation reserve | 3 | 2 |
| Retained earnings | 10 | 2 |
| Net income of the year | 204 | 199 |
| Regulated reserves | 10 | 9 |
| Other capital base | 314 | 319 |
| Gross underwriting reserves Note 4 |
2,675 | 1,899 |
| Reinsurance reserves (Life) | 473 | 231 |
| Loss reserves (Life) | 157 | 147 |
| Unearned premium reserves (Non-Life) | 183 | 154 |
| Loss reserves (Non-Life) | 1,443 | 978 |
| Other underwriting reserves (Non-Life) | 419 | 389 |
| Equalisation reserves (Non-Life) | - | - |
| Underwriting reserves for unit-linked contracts | - | - |
| Contingency reserves Note 6 |
85 | 47 |
| Cash deposits received from retrocessionaires Note 4 |
- | - |
| Other liabilities Note 4 |
679 | 1,557 |
| Liabilities arising from reinsurance operations | 55 | 7 |
| Convertible bond issue | - | 192 |
| Debts to credit institutions | 46 | 11 |
| Negotiable debt securities issued by the company | - | - |
| Other loans, deposits and guarantees received | 445 | 1,289 |
| Other liabilities | 133 | 58 |
| Deferred income and accrued expenses Note 4 |
- | 4 |
| Deferred commissions received from reinsurers (Non-Life) | 1 | 1 |
| Reinsurance estimates – Retrocession | (1) | 3 |
| Other accruals | - | |
| Net translation adjustment | - | - |
| TOTAL | 6,256 | 6,264 |
(1) Data for financial years 2009 and 2010 are before appropriation of results.
| In EUR million | Gross transactions |
Retroceded transactions |
2010 net transactions |
2009 net transactions |
|---|---|---|---|---|
| UNDERWRITING ACCOUNT, NON-LIFE | ||||
| Earned premiums | 594 | (7) | 587 | 586 |
| Written premiums | 615 | (7) | 608 | 578 |
| Change in unearned premiums | (21) | - | (21) | 8 |
| Allocated investment income | 85 | - | 85 | 80 |
| Other technical income | 124 | - | 124 | 90 |
| Claims expenses | (451) | 3 | (448) | (395) |
| Benefits and costs paid | (7) | 75 | 68 | (269) |
| Claims reserve expense | (444) | (72) | (516) | (126) |
| Expenses for increasing risk reserves | (31) | - | (31) | (72) |
| Acquisition and administration costs | (190) | 2 | (188) | (165) |
| Acquisition expenses | (165) | - | (165) | (150) |
| Administrative expenses | (25) | - | (25) | (15) |
| Commissions received from reinsurers | - | 2 | 2 | - |
| Other underwriting expenses | (72) | - | (72) | (37) |
| Change in equalisation reserves | - | - | - | - |
| Change in liquidity reserves | - | - | - | - |
| NON-LIFE UNDERWRITING INCOME (LOSS) | 59 | (2) | 57 | 87 |
| Gross | Retroceded | 2010 net | 2009 net | |
|---|---|---|---|---|
| In EUR million UNDERWRITING ACCOUNT, LIFE |
transactions | transactions | transactions | transactions |
| Premiums | 295 | - | 295 | 356 |
| Investment revenues | 40 | - | 40 | 67 |
| Investment income | 8 | - | 8 | 11 |
| Other investment income | 5 | - | 5 | 44 |
| Realised gains | 27 | - | 27 | 12 |
| Unit-linked policy adjustments (capital gain) | - | - | - | - |
| Other technical income | 42 | - | 42 | - |
| - | ||||
| Claims expenses | 25 | 25 | (324) | |
| Benefits and costs paid | 30 | - | 30 | (299) |
| Claims reserve expense | (5) | - | (5) | (25) |
| Expenses for Life reinsurance and other | - | |||
| underwriting reserves | (238) | (238) | 75 | |
| Life reinsurance reserves | (238) | - | (238) | 75 |
| Unit-linked contract reserves | - | - | - | - |
| Other underwriting reserves | - | - | - | - |
| Acquisition and administration costs | (95) | - | (95) | (129) |
| Acquisition expenses | (86) | - | (86) | (124) |
| Administrative expenses | (9) | - | (9) | (5) |
| Commissions received from reinsurers | - | - | - | - |
| Investment expenses | (14) | - | (14) | (46) |
| Internal and external investment management expenses | - | |||
| and interest expenses | (12) - |
- | (12) - |
(7) (3) |
| Other investment expenses Realised losses from investments |
(2) | - | (2) | (36) |
| Unit-linked policy adjustments (capital loss) | - | - | - | - |
| Other underwriting expenses | (35) | - | (35) | (22) |
| Change in liquidity reserve | - | - | - | - |
| LIFE UNDERWRITING INCOME (LOSS) | 19 | 19 | (23) | |
| - |
<-- PDF CHUNK SEPARATOR -->
| 2010 net | 2009 net | |
|---|---|---|
| In EUR million | transactions | transactions |
| NON-UNDERWRITING ACCOUNT | ||
| Non-Life underwriting income | 57 | 87 |
| Life underwriting income | 19 | (23) |
| Investment revenues | 297 | 697 |
| Investment income | 61 | 120 |
| Other investment income | 40 | 457 |
| Realised gains | 196 | 121 |
| Investment expenses | (105) | (481) |
| Internal and external investment management expenses and interest expense | (92) | (80) |
| Other investment expenses | (1) | (30) |
| Realised losses from investments | (12) | (371) |
| Gains from transferred investments | (85) | (80) |
| Other non-underwriting gains | - | - |
| Other non-underwriting expenses | - | - |
| Non-recurring gains | (3) | (12) |
| Employee profit sharing | (1) | (2) |
| Income taxes | 25 | 13 |
| FINANCIAL YEAR RESULTS | 204 | 199 |
| NET EARNINGS PER SHARE (in EUR) | 1.09 | 1.08 |
| Related | |||||
|---|---|---|---|---|---|
| In EUR million | companies | Other | 2010 | 2009 | |
| COMMITMENTS RECEIVED | Note 15 | 1,057 | 670 | ||
| Rate swaps | 60 | 79 | |||
| Asset swaps | - | - | |||
| Index default swap | - | - | |||
| Caps and floors | - | - | |||
| Commercial paper | - | - | |||
| Confirmed credit | - | - | |||
| Foreign currency forward purchases | 325 | 180 | |||
| Performance bond | - | - | |||
| Mortgages | - | - | |||
| Leases from buildings purchased with finance lease | - | - | |||
| Letters of credit | 664 | 403 | |||
| Endorsements and sureties | 8 | 8 | |||
| COMMITMENTS GIVEN | Note 15 | 445 | 376 | ||
| Endorsements, sureties and credit guarantees given | 35 | 91 | |||
| Endorsements, sureties | 8 | 8 | |||
| Letters of credit | 27 | 83 | |||
| Investment securities and assets acquired with |
|||||
| commitment for resale | - | - | |||
| Other commitments on investment securities, assets | |||||
| or revenues | 60 | 79 | |||
| Rate swaps | 60 | 79 | |||
| Caps and floors | - | - | |||
| Asset swaps | - | - | |||
| Underwriting commitments | - | - | |||
| Other commitments given | 350 | 206 | |||
| Securities pledged to ceding companies | 17 | 18 | |||
| Marketable securities pledged to financial institutions | - | 4 | |||
| Investments in subsidiaries and affiliates pledged to financial institutions |
- | - | |||
| Mortgages | - | - | |||
| Other guarantees given to financial institutions | - | - | |||
| Contract termination indemnities | 8 | 5 | |||
| Foreign currency forward sales | 325 | 179 | |||
| Property leases | - | - | |||
| COLLATERAL RECEIVED FROM RETROCESSIONAIRES | - | - |
The financial statements for financial year 2010 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 nonunderwriting 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 software acquired or created by the Company which is capitalised and amortised over a period ranging from 1 to 5 years.
Investments are recorded at historical cost, excluding expenses. 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. This value is assessed based on the utility of the investment to the Company as well as 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 unrealised 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 companies.
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 2010, 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 unrealised 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 realisable 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 realisable value is more than 20% below the initial cost for more than six consecutive months, a detailed lineby-line analysis is performed to determine whether the impairment is permanent. In accordance with the Notice of 18 December 2002 (amended on 15 December 2008) issued by the Emergency Committee of the French National Accounting Commission, an impairment 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 amortised to income over the remaining period until maturity using the effective interest rate method.
No impairment is recognised for differences between net book value, as decreased or increased by the amortisation of any premium or discount, and the realisable value. An impairment provision is recorded only in the event of issuer default.
Upon disposal, any realised gain or loss is allocated to the capitalisation 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 realisable value for investments in subsidiaries as described in Section 1.2.1.
Based on the calculations performed, no such reserve was required or recorded in the financial statements for 2009 and 2010.
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 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 already existing shares, the expense should be recognised 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 amortised 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.
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 amortised over the duration of the Non-Life contracts.
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 from 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:
Transactions relating to assets and liabilities generating a "structural" foreign currency position primarily investments in subsidiaries and related impairments;
Other transactions generating an "operational" foreign currency position.
Differences relating to the conversion of structural positions are recorded on the balance sheet whereas conversion differences relating to operational positions are recorded in income.
The foreign currency differences on off-balance sheet positions (forward financial instrument contracts) and the related off-balance sheet account represent unrealised foreign currency gains or losses. These differences are recorded on the balance sheet in the accounts "net translation adjustments" and "regularisation 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.
The use of and accounting for financial instruments comply with the French General Statement of Accounting Principles ("Plan Comptable Général") of 1982 and French Decree 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 unrealised loss positions on swaps are recorded in the financial statements.
| GROSS BALANCES | Impact of foreign exchange on |
||||
|---|---|---|---|---|---|
| In EUR million | Opening balances |
opening balances |
Acquisitions creations |
Disposals | Closing balances |
| Land | - | - | - | - | - |
| Buildings | - | - | - | - | - |
| Shares in and advances to land and real estate companies |
156 | - | 6 | 8 | 154 |
| Equity interests | 4,098 | - | 105 | 132 | 4,071 |
| Cash deposited with ceding companies (related & associated companies) |
- | - | - | - | - |
| Loans (related and associated companies) | 371 | - | 195 | 403 | 163 |
| Other investments | 74 | 1 | 97 | 131 | 41 |
| Cash deposited with other ceding companies |
- | - | - | - | - |
| TOTAL | 4,699 | 1 | 403 | 674 | 4,429 |
| DEPRECIATION AND IMPAIRMENT In EUR million |
Opening balances |
Impact of foreign exchange on opening balances |
Increases in allowances for the financial year |
Reversals during the financial year |
Closing balances |
|---|---|---|---|---|---|
| Land | - | - | - | - | - |
| Buildings | - | - | - | - | - |
| Shares in and advances to land and real estate companies |
1 | - | - | - | 1 |
| Equity interests | 506 | - | - | 41 | 467 |
| Loans (related and associated companies) | - | - | - | - | |
| Other investments | 3 | - | - | (1) | 2 |
| TOTAL | 510 | - | - | 40 | 470 |
The loan granted by SCOR SE to SCOR Global Life for the financing of the Revios acquisition is EUR 123 million at 31 December 2010 compared to EUR 371 million in 2009.
At 31 December 2010, provisions against equity investments can be analysed as follows:
SCOR US CORPORATION: EUR 465 million compared to EUR 500 million in 2009. A reversal of the impairment by EUR 35 million has been recorded due to an increase in the market value of this affiliate and its improved financial condition.
| In EUR million | Gross value | Net book value |
Realised value |
Unrealised gains and losses |
|---|---|---|---|---|
| 1 – Real estate investments and real estate investments in process | 154 | 153 | 211 | 58 |
| 2 - Shares and other variable-income securities (other than mutual | ||||
| fund shares) | 4,076 | 3,607 | 5,013 | 1,406 |
| 3 - Mutual fund shares (other than those in 4) | 7 | 7 | 7 | - |
| 4 - Mutual fund shares exclusively invested in fixed-income | ||||
| securities | 4 | 4 | 4 | - |
| 5 - Bonds and other fixed-income securities | 23 | 23 | 23 | - |
| 6 - Mortgage loans | ||||
| 7 - Other loans and similar bills | 160 | 160 | 160 | - |
| 8 - Deposits with ceding companies | ||||
| 9 - Cash deposits (other than those in 8) and security deposits | 5 | 5 | 5 | - |
| 10 - Unit-linked investments | ||||
| Sub-total | 4,429 | 3,959 | 5,423 | 1,464 |
| 11 – Other forward instruments | 385 | 385 | 385 | - |
| - Investment or divestment strategy | ||||
| - Anticipation of investment | ||||
| - Yield strategy | ||||
| - Other transactions | 385 | 385 | 385 | - |
| - Amortisation premium/discount | ||||
| 12 – Total lines 1 to 11 | 4,814 | 4,344 | 5,808 | 1,464 |
| a) including: | ||||
| - investments valued according to article R.332-19 | 23 | 23 | 23 | - |
| - investments valued according to article R.332-20 | 4,406 | 3,936 | 5,400 | 1,464 |
| - investments valued according to article R.332-5 | ||||
| - Forward instruments | 385 | 385 | 385 | - |
| b) including: | ||||
| - investments and forward instruments issued in OECD countries | 385 | 385 | 385 | - |
| - investments and forward instruments issued in non-OECD countries |
As at 31 December 2010, loans and advances granted by SCOR SE to its subsidiaries totalled EUR 161 million (including EUR 123 million to SCOR Global Life SE and EUR 35 million to GIE Informatique) compared to EUR 405 million as at 31 December 2009 (including EUR 371 million to SCOR Global Life SE and EUR 34 million to GIE Informatique).
Loans granted to SCOR SE by its subsidiaries totalled EUR 275 million (including EUR 102 million from SCOR Global P&C SE) compared to EUR 1,126 million as at 31 December 2009 (including EUR 939 million for SCOR Global P&C SE).
For 2010, SCOR SE recognised EUR 2 million in financial income from loans with related companies and EUR 13 million in interest (expenses) on borrowings with related companies.
| Na me |
Or ig ina l cu rre nc y |
Sh are (1) ita l ca p |
Re se rve s (1) |
Sh of are ita l ca p |
Gr os s bo ok lue va |
Ne t b k oo lue va |
Lo an s d an ad va nc es |
Re iva ble ce s ain st ag iss ue rs |
Gu nte ara es d p led an g es (2) ive g n |
Tu rn (1) ov er |
Ne t inc om e (1) |
Div ide nd s eiv ed rec |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( Am in EU R m illi ) nts ou on |
( O C ) * |
( O C ) * |
( O C ) * |
( EU R) |
( EU R) |
( EU R) |
( EU R) |
( EU R) |
( O C ) * |
( O C ) * |
( EU R) |
|
| A- R E L A T E D E N T I T I E S: D E T A I L E D I N F |
O R M A T I O N |
|||||||||||
| - S CO R G LO BA L L IFE SE |
E U R |
2 8 2 |
9 0 1 |
9 9. 9 9 % |
4 3 0 |
4 3 0 |
1 2 3 |
1 0 4 |
- | 2, 0 2 1 |
1 3 2 |
5 0 |
| 1, Av du G én éra l de G lle 92 80 0 en ue au PU TE AU X, Fra nce |
||||||||||||
| - S CO R G LO &C SE BA L P |
E U R |
5 4 4 |
1, 8 6 7 |
9 9. 9 9 % |
1, 6 4 5 |
1, 6 4 5 |
- | 9 4 |
- | 1, 6 1 1 |
1 3 1 |
- |
| 1, Av du G én éra l de G lle 92 80 0 en ue au PU TE AU X, Fra nce |
||||||||||||
| - S CO R U S C OR PO RA TIO N |
U S D |
3 2 9 |
1, 1 1 1 |
1 0 0 % |
1, 3 1 4 |
8 5 0 |
- | 1 | - | 7 3 1 |
2 8 |
- |
| 199 W r S N EW YO RK NY 10 03 8- ate tre et, , 35 26 US A |
||||||||||||
| - S CO S. ( ) R A UB ER A. Fra nce |
E U R |
4 7 |
1 6 9 |
1 0 0 % |
1 4 9 |
1 4 9 |
3 | 4 4 |
- | 2 6 |
1 2 |
1 6 |
| 1, Av du G én éra l de G lle 92 80 0 en ue au PU TE AU X, Fra nce |
||||||||||||
| - S CO R H old ing Sw itze rla nd AG |
E U R |
3 8 2 |
1, 9 3 8 |
4 0. 6 8 % |
7 8 8 |
7 8 8 |
- | 4 | - | - | (3) 7 8 4 |
- |
| Ge ral Gu isa n-Q i 26 80 22 Zu ric h, ne ua , Sw itze rla nd |
||||||||||||
| AS EF A S .A. - |
E U R |
- | 8 6 |
3 9. 9 7 % |
5 | 5 | - | - | - | - | 9 | - |
| Av da M ote 32 Ed ific io A 28 05 0 an ras Sp Ma dri d, ain |
||||||||||||
| SC OR G ES TIO N F INA NC IER E S .A. - |
E U R |
4 | 4 | 1 0 0 % |
6 | 4 | - | - | - | - | - | - |
| 1, Av du G én éra l de G lle 92 80 0 en ue au PU TE AU X, Fra nce |
||||||||||||
| P R E V O Y A N C E R E S. A. - |
E U R |
4 0 |
5 7 |
1 0 0 % |
4 1 |
4 1 |
- | 2 | - | 6 9 |
5 | - |
| 1, Av du G én éra l de Ga l le 9 2 8 0 0 en ue u P U T E A U X, Fra nc e |
||||||||||||
| -S C O R |
||||||||||||
| P E R E S T R A K H O V A N I Y E. O. O. O. S 1 0 N i ko ls ka tre t, 1 0 9 0 1 2, Mo a e sc ow |
R U B |
7 | 9 | 1 0 0 % |
6 | 6 | - | - | - | 1 1 |
1 | - |
| y , Ru ian Fe de t ion ss ra |
- | |||||||||||
| S C O R A F R I C A L T D - |
Z A R |
- | 2 8 |
1 0 0 % |
1 1 |
1 1 |
- | 2 | - | 7 | ( 3 ) |
- |
| 2n d F loo We To Ma de S t tre t, r, s we r, u e Ne lso Ma de la Sq Sa d ton 2 1 9 6, n n ua re, n So t h A fr ica u |
||||||||||||
| - G IE INF OR MA TIQ UE |
E U R |
- | 1 | % 1 0 0 |
- | - | 3 5 |
1 | - | - | 1 | - |
| 1, Av du G én éra l de G lle 92 80 0 en ue au PU TE AU X, Fra nce |
||||||||||||
| - S CO R G LO BA L I NV ES TM EN T S E |
E U R |
3 | 6 | 1 0 0 % |
3 | 3 | - | 2 | - | - | 2 | - |
| Na me |
ig ina Or l cu rre nc y |
Sh are (1) ita l ca p |
Re se rve s (1) |
Sh of are ita l ca p |
Gr os s bo ok lue va |
Ne t b k oo lue va |
Lo an s d an ad va nc es |
Re iva ble ce s ain st ag iss ue rs |
Gu nte ara es d p led an g es (2) ive g n |
Tu rn (1) ov er |
Ne t inc om e (1) |
Div ide nd s eiv ed rec |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( Am in EU R m illi ) nts ou on |
( O C ) * |
( O C ) * |
( O C ) * |
( EU R) |
( EU R) |
( EU R) |
( EU R) |
( EU R) |
( O C ) * |
( O C ) * |
( EU R) |
|
| 1, Av du G én éra l de G lle 92 80 0 en ue au 1, PU TE AU X Fra nce - S CO R S ER VIC ES AS IA PA CIF IC PT E |
||||||||||||
| LT D. |
E U R |
1 | 1 | 1 0 0 % |
1 | 1 | - | - | - | - | - | - |
| 143 Ce cil Str t, #2 0-0 1 G B B uild ing ee , Si 06 95 42 ng ap ore |
||||||||||||
| To tal A |
- | - | 4, 21 9 |
3, 75 3 |
16 1 |
25 4 |
- | - | - | 66 | ||
| B- EN TIT IES W ITH EQ UIT Y I NT ER ES T |
||||||||||||
| - In Fr an ce |
8 | 6 | ||||||||||
| - O the r th in Fr an an ce |
2 | 2 | ||||||||||
| To tal B |
- | - | 10 | 8 | ||||||||
| TO TA L |
- | - | 4, 22 9 |
3, 76 1 |
16 1 |
25 4 |
- | - | - | 66 |
(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.
(3) Net income for 2010 includes an internal dividend received of EUR 750 million.
(*) OC: Original Currency
1
306
| In EUR million | Opening balances |
Acquisitions / creations |
Disposals | Closing balances |
|---|---|---|---|---|
| GROSS VALUES | ||||
| Intangible assets | 5 | 5 | (1) | 9 |
| Goodwill | 4 | 2 | - | 6 |
| Set-up costs | - | - | - | - |
| Other intangible assets | 1 | 3 | (1) | 3 |
| Tangible assets | 48 | 30 | - | 78 |
| Deposits and security bonds | 20 | 17 | - | 36 |
| Equipment, furniture, fittings and fixtures | 28 | 13 | - | 42 |
| DEPRECIATION AND ALLOWANCES | 13 | 4 | (1) | 16 |
| Other intangible assets (excluding goodwill) | 1 | 1 | (1) | 21 |
| Equipment, furniture, fittings and fixtures | 12 | 3 | - | 1615 |
All assets and liabilities of Prévoyance RE S.A.were merged into SCOR SE on 28 December 2008. This transfer resulted in the elimination of the shares of Prévoyance et Réassurance (EUR 26 million) and the recording of all assets and liabilities of the company in the accounts of SCOR SE. Badwill of EUR 3.7 million was recorded in connection with this transaction.
During 2010, SCOR SE committed, subject to fulfillment of certain conditions, to purchase a Company, whose primary asset is an office building in Paris, a portion of which will be used by the Group and the remainder will be leased. SCOR SE has made a deposit of EUR 16.7 million relating to the acquisition. At 31 December 2010, the purchase price has not been finalised, but is estimated to be approximately EUR 150 million and will be payable once the transaction has closed. The purchase is expected to close in 2011.
Increase of equipment and furniture by EUR 13 million mainly related to work in progress on the German branch building for EUR 8 million.
As at 31 December 2010, the number of shares held as treasury shares amounted to 6 427 554 shares (i.e., 3.42% of capital) for a total value of EUR 103 377 435. 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 | 6,599,717 | 4,150,990 | (4,323,153) | 6,427,554 |
| Amount | 107,242,402 | 71,892,524 | (75,757,491) | 103,377,435 |
| 2009 | 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Related com |
Other | Related com |
Other | ||||||
| In EUR million | panies | affiliates | Other | Total | panies | affiliates | Other | Total | |
| ASSETS (Gross) | |||||||||
| Investments | 4,651 | 6 | 42 | 4,699 | 4,385 | 1 | 43 | 4,429 | |
| Investment properties | 154 | - | 2 | 156 | 152 | - | 2 | 154 | |
| Shares other than variable-income | |||||||||
| securities and bonds | 4,092 | 6 | 38 | 4,136 | 4,070 | 1 | 39 | 4,110 | |
| Loans Cash deposits with ceding companies |
405 - |
- - |
2 - |
407 - |
163 - |
- - |
2 - |
165 - |
|
| Share of retrocessionaires in | |||||||||
| underwriting reserves | 70 | - | - | 70 | 4 | - | - | 4 | |
| Accounts receivable | 238 | - | 49 | 287 | 348 | - | 75 | 423 | |
| Accounts receivable from reinsurance transactions |
31 | - | 4 | 35 | 61 | - | 7 | 68 | |
| Other accounts receivable | 207 | - | 45 | 252 | 287 | - | 68 | 355 | |
| Others assets | 107 | - | 324 | 431 | 102 | - | 178 | 280 | |
| Accrued income and deferred | |||||||||
| charges | 1,267 | - | 28 | 1,295 | 1,551 | - | 47 | 1,598 | |
| Deferred acquisition costs – assumed (Non-Life) |
25 | - | 6 | 32 | 26 | - | 11 | 37 | |
| Other assumed reinsurance | |||||||||
| transactions | 1,242 | - | 14 | 1,255 | 1,525 | - | 30 | 1,555 | |
| Other accruals | - | - | 8 | 8 | - | - | 6 | 6 | |
| LIABILITIES | |||||||||
| Other Capital base | - | - | 319 | 319 | - | - | 314 | 314 | |
| Gross underwriting reserves | 1,793 | - | 106 | 1,899 | 2,572 | - | 104 | 2,676 | |
| Contingency reserves | - | - | 47 | 47 | - | - | 85 | 85 | |
| Liabilities for cash deposits | |||||||||
| received from | |||||||||
| retrocessionaires | - | - | - | - | - | - | - | - | |
| Other liabilities | 1,139 | - | 418 | 1,557 | 338 | 36 | 305 | 679 | |
| Liabilities arising from reinsurance | 7 | - | - | 7 | 54 | - | 2 | 56 | |
| operations Financial liabilities |
1,126 | - | 365 | 1,491 | 276 | - | 215 | 491 | |
| Other creditors | 6 | - | 53 | 59 | 78 | 36 | 88 | 132 | |
| Deferred income and accrued | |||||||||
| expenses | 4 | - | - | 4 | 3 | - | (3) | - | |
| Deferred commissions received from reinsurers (Non-Life) |
1 | - | - | 1 | 1 | - | - | 1 | |
| Reinsurance estimates – | |||||||||
| Retrocession | 3 | - | - | 3 | 2 | - | (3) | (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.
Long-term financial debt includes:
| In EUR million | 2008 | 2009 | 2010 |
|---|---|---|---|
| Reinsurance reserves (Life) | 308 | 231 | 474 |
| Loss reserves (Life) | 124 | 147 | 157 |
| Unearned premiums reserves (Non-Life) | 163 | 154 | 183 |
| Loss reserves (Non-Life) | 793 | 978 | 1,443 |
| Other underwriting reserves (Non-Life) | 317 | 389 | 419 |
| Gross underwriting reserves | 1,705 | 1,899 | 2,676 |
The reinsurance activity of SCOR SE comprises two treaties, a quota share with SCOR Global P&C SE, another with SCOR Global Life SE; a facultative contract with Allianz which is 100 % retroceded to SCOR Global P&C SE; and the business underwriten by the Beijing branch.
Extension in the scope of business retroceded to underwriting years to 2002-2005 included, by SCOR Global P&C SE to SCOR SE through quota-share, resulting in an increase in assumed technical reserves by approximately EUR 400 million in SCOR SE;
Amendment to SCOR Global Life SE's quota-share with SCOR SE, whereby retrocession is computed from 1 January 2010 on the basis of the accounting year rather than by accounting years of cedant (all underwriting years concerned), as previously done ;
The maturity of debt at 31 December 2010 is as follows:
| In EUR million | Less than 1 year | 1-5 years | +5 years | Total |
|---|---|---|---|---|
| Perpetual debt (other equity) | 7 | 307 | 314 | |
| Convertible debt | ||||
| Bank debt | ||||
| Negotiable instruments | ||||
| Other loans and deposits received | 2 | 443 | 445 | |
| TOTAL | 9 | 750 | 759 |
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 | 2009 | 2010 | 2009 | 2010 |
| Reinsurance estimates ─ assumed | 1,255 | 1,555 | 3 | (1) |
| Reinsurance estimates ─ assumed ─ Life | 385 | 648 | - | - |
| Reinsurance estimates ─ assumed ─ Non-Life | 870 | 907 | 3 | (1) |
| Deferred acquisition costs ─ Non-Life | 32 | 37 | - | 1 |
| Others accruals | 8 | 6 | 1 | - |
| TOTAL | 1,295 | 1,598 | 4 | - |
The share capital, comprising 187,795,401 shares with a par value per share of EUR 7.8769723 totalled EUR 1,479,259,172 as at 31 December 2010.
| In EUR million | 2009 shareholders' equity before allocation |
Income allocation | Other movements during the period |
2010 shareholders' equity before allocation |
|---|---|---|---|---|
| Share capital | 1,459 | 21 | (1) | 1,479 |
| Additional paid-in capital | 745 | 21 | - | 766 |
| Revaluation reserves | - | - | - | - |
| Capitalisation reserves | 2 | - | 1 | 3 |
| Other reserves | 22 | 10 | (1) | 31 |
| Retained earnings | 2 | 11 | (3) | 10 |
| Net income | 199 | (199) | 204 | 204 |
| Regulated reserves | 9 | 1 | 10 | |
| TOTAL | 2,438 | (136) | 201 | 2,503 |
| GROSS BALANCES In EUR million |
Opening balance | Increase | Decrease | Closing balance |
|---|---|---|---|---|
| Tax litigation | - | 1 | - | 1 |
| Restructuring | 1 | - | (1) | 0- |
| Retirement provisions | 19 | 26 | - | 45 |
| Free share allotment plans | 25 | 18 | (7) | 36 |
| Long-term awards | 2 | - | - | 2 |
| Other provisions | - | 1 | - | 1 |
| TOTAL | 47 | 46 | (8) | 85 |
Contingency reserves amount to EUR 85 million, of which:
| Currency In EUR million |
Assets 2010 |
Liabilities 2010 |
Surplus 2010 |
Surplus 2009 |
|---|---|---|---|---|
| Euro | 5,906 | (5,498) | 408 | 264 |
| US Dollar | 254 | (635) | (381) | (253) |
| Pounds sterling | 6 | (9) | (3) | (8) |
| Swiss francs | 27 | (25) | 2 | 2 |
| Other currencies | 63 | (89) | (26) | (6) |
| TOTAL | 6,256 | (6 ,256) | - | - |
| In EUR million | 2009 | 2010 |
|---|---|---|
| France | 388 | 316 |
| North America | 64 | 75 |
| South America | 18 | 25 |
| Asia | 59 | 50 |
| Europe | 344 | 307 |
| Rest of world | 69 | 137 |
| TOTAL | 942 | 910 |
SCOR SE premiums are the result of the implementation of two internal retrocession treaties entered into jointly with SCOR Global P&C SE and SCOR Global Life SE and the Chinese branch's activity.
| In EUR million | Prior years | 2009 | 2009 Total |
Prior years | 2010 | 2010 Total |
|---|---|---|---|---|---|---|
| Premiums | 53 | 893 | 946 | 26 | 881 | 907 |
| Portfolio entries | 343 | (2) | 341 | 296 | 14 | 310 |
| Portfolio transfers | (340) | (6) | (346) | (303) | (4) | (307) |
| Movements | 3 | (7) | (5) | (7) | 10 | 3 |
| TOTAL | 56 | 886 | 942 | 19 | 891 | 910 |
| In EUR million | 2009 | 2010 |
|---|---|---|
| Commissions - assumed | 236 | 191 |
| Commissions - retroceded | 1 | (2) |
| TOTAL | 237 | 189 |
| 2009 | 2010 | ||||||
|---|---|---|---|---|---|---|---|
| Related | Related | ||||||
| In EUR million | companies | Other | Total | companies | Other | Total | |
| Revenues from securities | 112 | - | 112 | 50 | - | 50 | |
| Revenues from real estate investments | 9 | - | 9 | 16 | - | 16 | |
| Revenues from other investments | 5 | 5 | 10 | 2 | 2 | 4 | |
| Other revenues | 495 | 8 | 503 | 39 | 8 | 47 | |
| Realised gains | 129 | 6 | 135 | 233 | 3 | 236 | |
| Total investment income | 750 | 19 | 769 | 340 | 13 | 353 | |
| Management and financial costs | 21 | 38 | 59 | 23 | 30 | 53 | |
| Other investment expenses | 31 | 13 | 44 | - | 22 | 22 | |
| Realised losses | 388 | 17 | 405 | - | 13 | 13 | |
| Total investment expenses | 440 | 68 | 508 | 23 | 65 | 88 |
Dividends received from subsidiaries total EUR 65.7 million and include: SCOR Global Life SE EUR 50 million and SCOR Auber SA EUR 15.7 million.
The sale of GSNIC shares to SCOR US CORPORATION generated a gain of EUR 37.4 million and the sale of SCOR REINSURANCE ASIA PACIFIC to SCOR Global P&C a gain of EUR 195 million.
Finally, the improvement of the financial position of SCOR US CORPORATION and PREVOYANCE RE allowed a reversal of part of the impairment provision respectively amounting to EUR 35.4 million and EUR 4.2 million (other revenues).
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 0.5 million in 2010 compared to EUR 1.1 million in 2009.
Currency losses were EUR (13.9) million in 2010 compared to a loss of EUR (2.6) million in 2009.
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 | 2009 | 2010 |
|---|---|---|
| Salaries | 44 | 81 |
| Retirement | 4 | 9 |
| Benefits | 5 | 6 |
| Other | 3 | 5 |
| Total personnel expenses | 56 | 101 |
| Other general expenses | 87 | 128 |
| TOTAL GENERAL EXPENSES BY KIND | 143 | 229 |
| Workforce | ||
| Executives - Paris | 155 | 170 |
| Employees / Supervisors -Paris | 19 | 22 |
| Employees / branches | 329 | 585 |
| TOTAL CURRENT WORKFORCE | 503 | 777 |
The extraordinary result of EUR (2.9) million was generated mainly by the following:
The SCOR SE Group in France is consolidated for tax purposes with SCOR SE as the parent company of the Group, and SCOR Global P&C SE, SCOR Global Life SE, SCOR Global Investment, SCOR Gestion Financière SA, SCOR Auber SA and Prévoyance RE SA as subsidiaries. Under the tax agreement, SCOR SE benefits from the deficits 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 1,027 million as at 31 December 2010.
SCOR SE, as a stand alone company has a tax deficit. The corporate tax gain of EUR 24.8 million relates to:
Taxes from branches of EUR (13.9) million.
The table below summarises the status of the various stock option plans for 2010:
| Number of | ||||||
|---|---|---|---|---|---|---|
| Date of General | Date of Board of | Date of availability | Plan expiration | Number of | options initially | |
| Plan | Meeting | Directors Meeting | of options | date | beneficiaries | granted |
| 2000 | 05/06/1999 | 05/04/2000 | 05/05/2004 | 05/03/2010 | 1,116 | 111,600 |
| 2000 | 05/06/1999 | 08/31/2000 | 09/01/2005 | 08/30/2010 | 137 | 406,500 |
| 2001 | 04/19/2001 | 09/04/2001 | 09/04/2005 | 09/03/2011 | 162 | 560,000 |
| 2001 | 04/19/2001 | 10/03/2001 | 09/04/2005 | 10/02/2011 | 1,330 | 262,000 |
| 2003 | 04/18/2002 | 02/28/2003 | 02/28/2007 | 02/27/2013 | 65 | 986,000 |
| 2003 | 04/18/2002 | 06/03/2003 | 06/03/2007 | 06/02/2013 | 1,161 | 1,556,877 |
| 2004 | 05/18/2004 | 08/25/2004 | 08/26/2008 | 08/25/2014 | 171 | 5,990,000 |
| 2005 | 05/31/2005 | 08/31/2005 | 09/16/2009 | 09/15/2015 | 219 | 7,260,000 |
| 2006 | 05/16/2006 | 08/28/2006 | 09/14/2010 | 09/14/2016 | 237 | 8,030,000 |
| 2006 | 05/16/2006 | 11/07/2006 | 12/14/2010 | 12/14/2016 | 55 | 2,525,000 |
| 2007 | 05/24/2007 | 08/28/2007 | 09/13/2011 | 09/12/2017 | 391 | 1,417,000 |
| 2008 | 05/07/2008 | 05/07/2008 | 05/22/2012 | 05/21/2018 | 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 |
| Totals at December 31, 2010 |
Valuation
| Number of | Number of | Number of | Number of | |||
|---|---|---|---|---|---|---|
| Subscription | options | options | options | options | ||
| Number of which to Group directors |
Of which top ten attributions |
or purchase price |
remaining at 31/12/2009 |
cancelled during 2010 |
exercised during 2010 |
remaining at 31/12/2010 |
| 600 | 1,000 | 185.10 | 12,805 | 12,805 | - | |
| 110,000 | 63,000 | 173.50 | 61,948 | 61,948 | - | |
| 150,000 | 77,000 | 185.10 | 89,448 | 3,112 | 86,336 | |
| 1,200 | 2,000 | 131.10 | 29,458 | 624 | 28,834 | |
| 450,000 | 170,000 | 27.30 | 105,239 | 2,440 | 102,799 | |
| 288,750 | 122,100 | 37.60 | 133,343 | 3,868 | 129,475 | |
| 1,335,000 | 920,000 | 10.90 | 250,068 | - | 70,552 | 179,516 |
| 1,650,000 | 1,290,000 | 15.90 | 538,278 | 7,830 | 66,336 | 464,112 |
| 1,900,000 | 1,550,000 | 18.30 | 742,965 | 14,117 | 8,366 | 720,482 |
| 1,000,000 | 1,470,000 | 21.73 | 211,000 | 61,500 | 149,500 | |
| 311,500 | 276,500 | 17.58 | 1,279,500 | 62,000 | 1,217,500 | |
| 279,000 | 279,000 | 15.63 | 279,000 | - | 279,000 | |
| - | 132 ,000 | 15.63 | 1,173,000 | 52,500 | 1,120,500 | |
| 439,000 | 439,000 | 14.92 | 1,399,500 | 8,500 | 1,391,000 | |
| - | 81,500 | 17.117 | 88,500 | - | 88,500 | |
| 501,000 | 485,000 | 18.40 | - | - | 1,378,000 | |
| - | 29,500 | 17.79 | - | - | 37,710 | |
| 6,394,052 | 291,244 | 145,254 | 7,373,264 | |||
17,742,813.00 1,976,857.00 144,773,149.90
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 equalises, 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 2010 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 2009, a total of 151,147 rights of options were exercised. 109,482 rights of options were exercised under the stock option plan of 25 August 2004, vested on 26 August 2008; and 41,665 options were exercised under the stock option plan of 16 September 2005, vested on 17 September 2009.
In 2010, 145 254 rights of options were exercised: 70,552 rights of options exercised under the stock option plan of 25 August 2004, vested on 26 August 2008, 66,366 options exercised under the stock option plan of 16 September 2005, vested on 17 September 2009 and 8 366 options exercised under the stock option plan of 14 September 2006, vested on 14 September 2010.
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 | 2005 | 2006 | 2007 | 2008 | 2009 |
|---|---|---|---|---|---|
| Amount distributed under the profit-sharing plan | 1,230 | 1,442 | 1,708 | 1,138 | 1,609 |
| Amount distributed under the collective incentive plan | 2,198 | 1,540 | 979 | - | - |
The amount of 2010 profit-sharing payouts have been estimated in the accounts and set aside for EUR 1,179,303.
| In EUR thousands | 2006 | 2007 | 2008 | 2009 | 2010 |
|---|---|---|---|---|---|
| Collective incentive plan * | 2,002 | 1,133 | 641 | - | - |
| Profit sharing * | 572 | 679 | 710 | 472 | 777 |
| Net voluntary payments | 92 | 48 | 40 | 169 | 208 |
| Total payments | 2,666 | 1,860 | 1,391 | 641 | 985 |
| Net matching payments | 550 | 381 | 326 | 193 | 235 |
*Paid out in the financial year for the previous financial year
The number of hours accrued by the employees of SCOR SE was 13,698 on 1 January 2010.
The following table presents the gross cash compensation paid in 2009 and 2010 to the Group Chairman & CEO:
| In EUR | 2009 | 2010 |
|---|---|---|
| Fixed compensation | 1,400,000 | 1,200,000 |
| Variable compensation | 881,350 | 1,000,000 |
| Directors' fees | 33,700 | 42,850 |
| TOTAL CASH COMPENSATION | 2,315,050 | 2,242,850 |
Total pension benefits commitments relating to the corporate officer ("mandataire social") amount to EUR 12,9 million.
| Commitments received | Commitments given | ||||
|---|---|---|---|---|---|
| In EUR million | 2009 | 2010 | 2009 | 2010 | |
| Ordinary business operations (note 15.1) | 670 | 1,057 | 376 | 445 | |
| Financial instruments (note 15.1.1) | 259 | 385 | 258 | 385 | |
| Confirmed credits, letters of credit and guarantees | |||||
| given (note 15.1.2) | 403 | 664 | 105 | 44 | |
| Other commitments given and received (note 15.1.3) | 8 | 8 | 13 | 16 | |
| Hybrid transactions (note 15.2) | - | - | - | - | |
| TOTAL | 670 | 1,057 | 376 | 445 |
| Commitments received | Commitments given | ||||
|---|---|---|---|---|---|
| In EUR million | 2009 | 2010 | 2009 | 2010 | |
| Rate swaps | 79 | 60 | 79 | 60 | |
| Caps and floors | - | - | - | - | |
| Forward Currency purchases/sales | 180 | 325 | 179 | 325 | |
| TOTAL | 259 | 385 | 258 | 385 |
Commitments given and received on rate swaps for an amount of EUR 60 million are related to real estate:
real estate swap of EUR 60 million that exchanges the performance of the French property market with the performance of the German market.
Exchange rate hedges generated an unrealised loss of EUR 1 million.
| Commitments received | Commitments given | |||
|---|---|---|---|---|
| In EUR million | 2009 | 2010 | 2009 | 2010 |
| Confirmed credit | - | - | - | - |
| Letters of credit | 403 | 664 | 83 | 27 |
| Securities pledged to financial institutions | - | - | 4 | - |
| Investments in subsidiaries and affiliates pledged to financial institutions |
- | - | - | - |
| Real estate mortgages | - | - | - | - |
| Other guarantees given to financial institutions | - | - | 18 | 17 |
| TOTAL | 403 | 664 | 105 | 44 |
SCOR SE has signed agreements with different financial institutions concerning the granting of letters of credit for EUR 664 million.
The commitments received in terms of capacity to issue letters of credit amounted to EUR 664 million, corresponding mainly to contracts signed with the banks:
Société Générale: USD 100 million (EUR 74 million).
Total commitments received from banks relating to the WTC amount to EUR 21 million.
In consideration of its commitments relating to technical reserves, SCOR SE has granted letters of credit in the amount of USD 35 million (EUR 27 million) to cedants of which USD 28 million (EUR 21 million) in favour of Allianz for the WTC claim, compared to EUR 664 million in letter of credit capacity received from banks.
The guarantee given in consideration for underwriting commitments with the cedant ACE was EUR 17 million. This guarantee was in the form of securities pledged to ceding companies.
| Commitments received | Commitments given | ||||
|---|---|---|---|---|---|
| In EUR million | 2009 | 2010 | 2009 | 2010 | |
| Commercial paper | - | - | - | - | |
| Performance bond | - | - | - | - | |
| Mortgages | - | - | - | - | |
| Leases for leased buildings | - | - | - | - | |
| Guarantees and securities(1) | 8 | 8 | 8 | 8 | |
| Underwriting commitments | - | - | - | - | |
| Assets pledged to ceding companies | - | - | - | - | |
| Contract termination indemnities | - | - | 5 | 8 | |
| Property lease | - | - | - | - | |
| TOTAL | 8 | 8 | 13 | 16 |
(1) Rent guarantee given by HSBC, collateralised by pledged securities.
| Commitments received | Commitments given | ||||
|---|---|---|---|---|---|
| In EUR million | 2009 | 2010 | 2009 | 2010 | |
| Asset swap | - | - | - | - | |
| Index default swap | - | - | - | - | |
| TOTAL | - | - | - | - |
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. To the best knowledge of the Company, as at 31 December 2010, there were no other significant outstanding financial commitments requested by a Group entity within the context of the procedures described above.
Pursuant to the Lloyd's Market Franchise Board "in principle" approval, the Channel Syndicate (Syndicate 2015) successfully started to underwrite business on 5 January 2011. SCOR provides 100% of the capital for this syndicate.
On 2 February, 2011, SCOR issued CHF 400 million fixed rate perpetual subordinated notes, with a first call date of 2 August 2016. The coupon has been set at 5.375%, until 2 August 2016, and 3-month CHF LIBOR plus a margin of 3.7359% thereafter. The notes will be classified as a liability as there is a requirement to settle the obligation in cash. SCOR has entered into a cross currency swap which exchanges the principal into EURO and exchanges the CHF coupon on the notes to a 6.98% EURO coupon and matures on 2 August 2016.
On 16 February 2011, the Group entered into an agreement to sell its US Fixed Annuity business through the sale of its wholly owned subsidiary Investors Insurance Corporation. With this sale, the Group will completely exit the annuity business. The transaction is expected to be completed in the first half of 2011, subject to regulatory approvals.
Since the beginning of 2011, a series of exceptionally serious natural catastrophes has hit Australia, with cyclones and floods, as well as New Zealand, with an earthquake that has devastated Christchurch. The entire reinsurance industry is impacted by these very major events. On the basis of currently available information, SCOR estimates that costs for the Group, net of retrocession and before tax, are close to EUR 100 million for the Australian events of 2011 and another EUR 100 million for the second New Zealand earthquake. For the natural catastrophe losses impacting the Australian or New Zealand markets, the Group is protected by an external retrocession programme that kicks in in excess of USD 185 million per occurrence.
Due to the timing and nature of these events, SCOR SE is unable to produce a precise estimate of the financial impact expected during 2011.
The following litigation matters shall be mentioned:
As a result of its acquisition of Converium (which has since become SCOR Holding (Switzerland)), SCOR assumed the burden of several litigation matters (notably putative class action complaints) before the United States District Court for the Southern District of New York (the "Court") against Converium and several of its officers and directors.
On 25 July 2008, SCOR Holding (Switzerland) executed a definitive settlement agreement in the U.S. class action. On 12 December 2008, the U.S. Court issued an Order and Final Judgment approving the settlements as fair, reasonable and adequate and dismissing with prejudice all claims against the defendants in the action, including those asserted against SCOR Holding (Switzerland) and certain of its former officers and directors.
SCOR negotiated a definitive agreement for the settlement of the claims of non-U.S. purchasers of Converium securities. A petition was submitted on 9 July 2010 before the Court of Appeal of Amsterdam, in the Netherlands, which is the only Court likely to maintain jurisdiction in order to grant a legal ground to the payment of indemnification to the shareholders not residing in the US homogeneous with the indemnification received by the US shareholders. The proceeding before this Court in relation to its jurisdiction and is being carefully followed with by SCOR. The decision by the Court is expected in April 2012.
On 29 January 2008, the Spanish competition authority (Comisión Nacional de la Competencia, the "CNC") commenced a sanctioning procedure against SCOR Global P&C SE Ibérica Sucursal, a branch of SCOR Global P&C, and a number of other insurance and reinsurance companies for alleged antitrust practices to set the commercial conditions applied to customers in relation to the decennial insurance for construction that could result in an 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).
After an initial investigatory phase, the Directorate of Investigation of the CNC has confirmed its initial accusation and has sent the file to the Council of the CNC for a final decision. The CNC issued its decision on 12 November 2009, which puts and end to the proceeding regarding the decennial insurance against, inter alia, SCOR Ibérica Sucursal. The fine amounts to EUR 18.599 million for SCOR which is sanctioned along with other insurers and reinsurers within the construction market in Spain. SCOR has decided to appeal this decision before the Administrative Chamber of the National Hearing and filed an appeal on 21 December 2009. SCOR intends to assert strong arguments, concerning both the proceedings and the substance of the litigation, as well as upon the calculation of the fine and its proportionality.
SCOR is confident in the success of this appeal with regards to the merits of its argument, upon the calculation of the reinsurance prices as well as upon the excessive amount of the fine.
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 D&O insurance policy. The proceedings are still 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 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.
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended 31 December 2010, on:
These annual financial statements have been approved by the Board of Directors at their meeting on 7 March 2011. Our role is to express an opinion on these financial statements, based on our audit.
We conducted our audit in accordance with the 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 includes verifying, by audit sampling and other selective testing procedures, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used, the significant estimates made by the management, and the overall financial statements presentation. We believe that the evidence we have gathered in order to form our opinion is adequate and relevant.
In our opinion, the financial statements give a true and fair view of the assets; liabilities, financial position and result of the company at 31 December 2010, in accordance with the accounting rules and principles applicable in France.
Financial Statements have been prepared in a context of continuous uncertain economic environment and of evolution of the financial crisis that now includes monetary ramifications within the euro area. In accordance with the requirements of Article L. 823-9 of the French Commercial Code (Code de Commerce), we have performed our own assessments that we bring to your attention on the following matters:
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 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.
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 Group'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 annual financial statements taken as a whole and therefore served in forming our audit opinion expressed in the first part of this report.
We have also performed the specific verifications required by law in accordance with professional standards applicable in France.
We have no matters to report regarding:
In accordance with French 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 Defense, 7 March 2011
The statutory Auditors
ERNST & YOUNG AUDIT
MAZARS
Pierre PLANCHON Michel BARBET-MASSIN Antoine ESQUIEU
Terms and conditions for preparing and organising the work for the board of directors
II. PAGE 335
Internal control and risk management procedures
III. PAGE 346
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
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 ACCORDANCE WITH ARTICLE L. 225-37 OF THE FRENCH COMMERCIAL CODE
In accordance with the provisions of article L.225-37 of the French Commercial Code, this report serves to set forth the terms and conditions for the preparation and organisation of the work of the Company's Board of Director's, in addition to the internal auditing procedures that have been implemented by the Company.
This report has been approved by the Board of Directors on 7 March 2011.
It has been incorporated in the 2010 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 as its reference code, according to the implementation of this law on 3 July 2008 (act no.2008-649 aimed at providing various provisions regarding the adaptation of French company law with the European Community law changing articles L. 225-37 and L. 225-68 of the French Commercial Code).
Details of this code can be found on the Company's website www.scor.com or alternatively on MEDEF's website www.medef.fr.
The Board of Directors is composed of 15 Directors: Denis Kessler, Chairman of the Board, Carlo Acutis, Gérard Andreck, Allan Chapin, Peter Eckert, Daniel Havis, Daniel Lebègue, André Lévy-Lang, Monica Mondardini, Luc Rougé, Guillaume Sarkozy (as representative of Médéric Prévoyance), Herbert Schimetscheck, Jean-Claude Seys, Claude Tendil and Daniel Valot, and one non-voting Director: M. Georges Chodron de Courcel. Amongst these 16 members of the Board, 10 are independants: Carlo Acutis, Gérard Andreck, Peter Eckert, Daniel Lebègue, André Lévy-Lang, Monica Mondardini, Herbert Schimetscheck, 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, nine of the Directors listed, work or have worked at a high level within the insurance industry. Three Directors and the non-voting Director practise or have practised at a high level in the financial and banking industry, in addition to one Director from the manufacturing industry and one from the media industry. The Board benefits from international experience, provided by the American, Austrian, Italian, and Swiss nationalities of its members.
The worldwide basis of the Group's personnel elected at universal suffrage with two turns an employee to be their representative to the Board of Directors. Luc Rougé, elected candidate, has been proposed by the Board to the approval of the Shareholders' meeting. The Shareholders' general meeting held on 15 April 2009 voted widely in favour of such candidate.
In compliance with the recommendations stated by the government code, an assessment of the Board of Directors was conducted in 2010. Mr André Levy-Lang, an independent Director, addressed a questionnaire to the Directors in February 2010. This questionnaire concerned the composition of the Board, its functioning and the functioning and composition of the Committee's Boards. All the Directors, without exception, completed the questionnaire. Mr André Levy-Lang assessed the questionnaires and presented his summary report during the Board Meeting that took place on the 2 March 2010.
The main conclusions drawn from this analysis are the following:
The responses are complete, constructive and positive. The feedback reflects an able and strong Board, composed of varied personalities, experimenting and participating in an active and constructive manner in carrying out proceedings. The responses highlight the efficacy of the Boards, notably the Audit Committee and the Strategy Committee and the ability of the Board to follow the management and to assess performances, strategies and risks. The feedback attests to the Board's confidence in the quality of financial reporting due to the work of the Audit Committee.
An informal assessment has been performed during 2010 by the Compensation and Nomination Committee. Such assessment concluded to a global improvement of the items mentioned during the 2009 assessment.
During its meeting held on 28 July 2010 and 4 November 2010, the Compensation and Nomination Committee deeply reviewed the composition of the Board and of the Committees in the framework of the duties ending on 2011. In particular, it expressed its will that the future Board be reduced in size, younger, more feminine, with more diversified competences and continues to be international.
A list of the members of the Company's Board of Directors in 2010 features in the table below:
| Date of 1st | |||||
|---|---|---|---|---|---|
| Name | Age | Citizenship | appointment | End of duty | Renewals dates |
| Denis Kessler, Chairman of the | |||||
| Board | 58 | French | 04/11/2002 | 2011 | 24/05/2007 |
| Carlo Acutis | 72 | Italian | 15/05/2003 | 2011 | 15/04/2009 |
| Gérard Andreck | 66 | French | 18/03/2008 | 2011 | |
| Antonio Borgès (1) | 61 | Portuguese | 15/05/2003 | 05/11/2010 | |
| Allan Chapin | 69 | American | 12/05/1997 | 2011 | 31/05/2005 |
| Peter Eckert | 65 | Swiss | 15/04/2009 | 2011 | |
| Daniel Havis | 55 | French | 18/11/1996 | 2011 | 31/05/2005 |
| Daniel Lebègue | 67 | French | 15/05/2003 | 2011 | 15/04/2009 |
| André Lévy-Lang | 73 | French | 15/05/2003 | 2011 | 15/04/2009 |
| Monica Mondardini | 50 | Italian | 28/04/2010 | 2014 | |
| Luc Rougé | 58 | French | 24/05/2007 | 2011 | 15/04/2009 |
| Guillaume Sarkozy (2) | 59 | French | 15/04/2009 | 2011 | |
| Herbert Schimetschek | 73 | Austrian | 15/05/2003 | 2011 | 24/05/2007 |
| Jean-Claude Seys | 72 | French | 15/05/2003 | 2011 | 15/04/2009 |
| Claude Tendil | 65 | French | 15/05/2003 | 2011 | 24/05/2007 |
| Daniel Valot | 66 | French | 15/05/2003 | 2011 | 24/05/2007 |
| G. Chodron de Courcel, Non voting | 31/05/05-24/05/07 | ||||
| Director | 60 | French | 15/05/2003 | 2011 | 15/04/2009 |
| (1) Antonio Borgès is no longer Director since 5 November 2010. |
(2) Guillaume Sarkozy represents Médéric-Prévoyance, member of the Board.
insurance or reinsurance industry and of 67% of independent Directors.
The Board of Directors is composed of 37.5% of foreigners, of 73% of Directors having a past experience in the
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 favour a smooth replacement of Directors.
For historical reasons, the duties of the entire Directors end at the Shareholders' meeting to be held on 4 May 2011. In these circumstances, the Board of Directors chose a simultaneous renewal of almost all of its members, in order to allow a full rethinking of its composition in the light of the new corporate governance rules. Duties of 6, 4 and 2 years will be 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.
At the Board Meeting held on 31 March 2004, an interim assessment was made of the Board's organisation and operation. A new set of internal regulations (the "Internal Regulations") was adopted to formalise and strengthen the strategic decisions made. These Internal Regulations were amended by the Board of Directors on 2 November 2005, on 4 July 2006 and on 4 November 2010. The main provisions of the Internal Regulations are provided below:
Mission of the Board of Directors of the Company
Pursuant to the Internal Regulations, the Board of Directors of the Company determines the policies of the Company's businesses, oversees their implementation and supervises the management's administration. The Board meets at least four times a year. In accordance with legal provisions, it settles the financial statements, proposes dividends and makes investment and financial policy decisions. The Board also determines the amount and the nature of the sureties, securities and guarantees, which can be granted by the Chairman and Chief Executive Officer on behalf of the Company. The Board realized in particular: (i) a study, within the frame of the Compensation and Remuneration Committee, of Senior Management a succession plan, (ii) the appointment of a woman as Board member in 2010, (iii) the improvement of transparency of the internal charter, in particular in relation to the Audit Committee and Risk Committee, and (iv) the improvement of the preparation of the work of the Board by sending the documentation one week in advance
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 containing 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 meetings, the Chairman and Chief Executive Officer is required to submit any necessary information and documents to the Directors 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 major executives of the Company to attend Board 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 Regulations allow the Board to hold its meeting by videoconference or via telecommunications, providing that the identification of the participating Board 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:
1 must not currently be or have been within the last five years an employee or corporate officer of SCOR;
The corporate governance code of listed corporations of AFEP/MEDEF also considers that, in order to be qualified as independent, a Director must not be or have been within the last five years an employee or corporate officer of a company consolidated by the parent company.
However, SCOR considers that an external Director, member of the Board of Directors of SCOR as well as member of the Board of Directors of subsidiaries of SCOR (such as SCOR Holding (Switzerland), SCOR Reinsurance Company, SCOR Global Life Rückversicherung Schweiz AG, SCOR Switzerland AG or SCOR Reinsurance Asia Pacific PTE) who satisfies all the other criteria shall be considered as being independent.
The following table presents the results of the review of the independence of each Director made by the Board of Directors in 2010, 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 |
| Carlo Acutis | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Gérard Andreck | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Allan Chapin | Yes | No | Yes | Yes | Yes | Yes | No | Yes | No |
| Peter Eckert | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Daniel Havis | Yes | Yes | Yes | Yes | Yes | Yes | No | Yes | No |
| Daniel Lebègue | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| André Lévy-Lang | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Monica Mondardini | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Luc Rougé | No | Yes | Yes | Yes | Yes | Yes | Yes | Yes | No |
| Guillaume Sarkozy (1) | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| Herbert Schimetschek | 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) Representing Médéric Prévoyance, Director
Moreover, the Board of Directors on 4 November 2010 introduced into the Internal Regulations the commitment to appoint a senior independent Director (the "Senior Independent Director"). The Senior 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.
Finally, he advises the Directors when they suspect being in a conflict of interest.
Rights and obligations of Directors
Upon request, Directors are entitled to training on the specific nature of the Company, their business lines and their area of activity. They agree to regularly attend meetings of the Board, Committees of which they are members and the General Shareholders' Meetings. Finally, they are obliged to voice their opposition when they believe that a decision taken by the Board of Directors could be harmful to the Company.
Accumulation of position as Director
The Internal Regulations require that candidates for Director inform the Board of the position they currently hold as Director or Officer in other entities in France and other countries, as the Board has the duty to ensure compliance with the rules regarding the accumulation of position as Director. Once appointed, Directors must inform the Board of any appointment they hold as a company officer within a period of five days following the event. Finally, Directors must inform the Board 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 Regulations set out the primary recommendations of the market authorities concerning the Directors trading the securities of the Company.
Firstly, the Internal Regulations set out the legal and regulatory provisions, demanding confidentiality with regard to privileged information known to the Directors during their appointment.
Following this, the Internal Regulations insist that the Directors register as owners of SCOR equities that they themselves or their un-emancipated minor children hold at the time they enter office, in addition to those acquired subsequently. Finally, certain restrictions are enforced by the Internal Regulations concerning trading SCOR securities:
Finally, Directors are obliged to declare all transactions carried out concerning the Company's securities, directly or by an intermediary, on their behalf or on behalf of a third party, by their spouse, or by a third party holding a power of attorney, to SCOR.
The Appendices of the Internal Regulations contain a description of the missions and the functioning of the various Committees. The Audit Committee and the Risks Committee decided each to adopt a Chart to complete such Appendices.
Each Director has a loyalty obligation to the Company. He shall not act in his own interest, against the Company's interests, and must avoid any situation with risks of conflict of interests.
Through the Board Internal Regulations, each Director undertake not to seek or accept any function, benefit or situation from the Company or from the Group, directly or indirectly, that could jeopardize his independence of analysis, judgement or action, during the course of his functions as Director. He 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 of SCOR SE decided, in order to protect the corporate interests, to implement an internal control programme to prevent risks of conflict of interest:
During the course of the financial year 2010, the Company's Board of Directors held ten meetings on the following dates:
The average attendance rate of the members of the Board was 86%.
The following table displays the attendance of the members of the Board of Directors during 2010:
| Board members | Attendance rate (%) |
|---|---|
| Denis Kessler | 100 |
| Carlo Acutis | 77.8 |
| Gérard Andreck | 77.8 |
| Antonio Borgès (1) | 75 |
| Allan Chapin | 100 |
| Georges Chodron de Courcel, non-voting Director | 88.9 |
| Peter Eckert | 100 |
| Daniel Havis | 100 |
| Daniel Lebègue | 100 |
| André Lévy-Lang | 100 |
| Monica Mondardini (2) | 33.3 |
| Luc Rougé | 100 |
| Guillaume Sarkozy | 77.8 |
| Herbert Schimetschek | 66.7 |
| Jean-Claude Seys | 100 |
| Claude Tendil | 66.7 |
| Daniel Valot | 100 |
(1) Antonio Borges is no longer a Director since 5 November 2010
(2) Monica Mondardini is Director since 28 April 2010
At their meeting on 15 May 2003, the Board of Directors created four consultative Committees, responsible for preparing Board meeting discussions and making recommendations in specific areas.
The Strategy Committee is composed of Denis Kessler, Chairman, Carlo Acutis, Gérard Andreck, Antonio Borgès (until 5 November 2010), Allan Chapin, Georges Chodron de Courcel (Non-Voting Director), Peter Eckert, Daniel Havis, Daniel Lebègue, André Lévy-Lang, Monica Mondardini (since 28 April 2010, date of her joining the Board), Guillaume Sarkozy (as representative of Médéric Prévoyance), Jean-Claude Seys, Herbert Schimetscheck, Claude Tendil and Daniel Valot, appointed by the Board of Directors and selected among the members of voting and non-voting Directors. The term of their mandates coincide with their term of office on the Board of Directors.
The Committee's mission is to study the Group's 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 convene any individual 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 Strategy Committee must exclude the non-independent members of the Committee from the review of the discussions which might create an ethical problem or a conflict of interest.
In 2010, the Strategy Committee met on four occasions. Its work dealt with the whole strategy of the Group and in particular, the review of acquisition plans.
On 4 November 2010, the Internal Regulations of the Strategy Committee was modified by the Board of Directors.
The average attendance rate of the Committee Members was 83.33%. The following table states the attendance rates of the members of the Strategy Committee in 2010:
| Board members | Attendance rate (%) |
|---|---|
| Denis Kessler, Chairman | 100 |
| Carlo Acutis | 75 |
| Gérard Andreck | 75 |
| Antonio Borgès (1) | 50 |
| Allan Chapin | 100 |
| Georges Chodron de Courcel, non-voting Director | 75 |
| Peter Eckert | 100 |
| Daniel Havis | 75 |
| Daniel Lebègue | 100 |
| André Lévy-Lang | 100 |
| Monica Mondardini (2) | 33.33 |
| Guillaume Sarkozy | 75 |
| Jean-Claude Seys | 75 |
| Herbert Schimetschek | 100 |
| Claude Tendil | 100 |
| Daniel Valot | 100 |
(1) Antonio Borges is no longer a Director since 5 November 2010
(2) Monica Mondardini is Director since 28 April 2010
The Audit Committee is composed of Daniel Lebègue, Chairman, André Lévy-Lang, Antonio Borgès (until 5 November 2010) and Daniel Valot. Each of its member is independent. According to its Internal Regulations, the Committee comprises between three and five members appointed by the Board of Directors of the Company and selected among the members of voting and non-voting Directors and, in compliance with the AFEP and MEDEF corporate governance code of listed corporations of December 2008, it is composed of a majority of independent Directors. The term of their mandates coincide 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 financial situation of the Group, its compliance with internal policies, in addition to audits and reviews carried out by the auditors and by the internal control unit. It ensures the quality and transparency of the Group's financial statements.
The Audit Committee has adopted a set of Internal Regulations, setting forth two imperative missions:
The Committee may consult the Group's Chief Financial and Accounting Officer, the Chief Internal Auditor and external auditors on these issues. During the financial year 2010, 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 the Group Chief Financial Officer describing the risks exposure and the material off-balance sheets liabilities of the Company.
The Chairman of the Committee may convene any individual 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 Regulations of SCOR's Audit Committee, has been approved by the Board of Directors of the Company on 18 March 2005 and modified by the Board of Directors on 4 November 2010.
During its four meetings in 2010, the Audit Committee discussions focused primarily on the following matters: review of the quarterly and annual financial statements, 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.
The average attendance rate of the Committee Members was 81.25%. The following chart states the attendance of the Audit Committee's members in 2010:
| Board members | Attendance rate (%) |
|---|---|
| Antonio Borgès (1) | 50 |
| Daniel Lebègue, Chairman | 100 |
| André Lévy-Lang | 75 |
| Daniel Valot | 100 |
(1) Antonio Borges is no longer a Director since 5 November 2010
The Compensation and Nomination Committee members are Allan Chapin (until 18 March 2010), André Lévy-Lang, Georges Chodron de Courcel, Non-Voting Director, Claude Tendil Chairman and Daniel Valot. According to its Internal Regulations, the Committee is composed of between three and five members appointed by the Board of Directors of the Company and chosen among the members of voting and Non-Voting Directors. The term of their mandate coincides with their term of office within the Board of Directors or Non-Voting Director.
The three 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 ('COMEX'), pensions, stock allotment plans and stock option plans or stock subscription plans to the Board and makes proposals concerning the composition and organisation of the Board of Directors of the Company and its Committees. Its missions are described in the Internal Regulations.
The Committee met four times in 2010. 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 focussed on the renewal and composition of the Board of Directors. The Committee also worked on the general organization and the renumeration policy, and on the succession schemes of the key officers of the Group.
The Chairman of the Committee may convene any individual 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 Regulations of SCOR's Compensation and Nomination Committee, has been 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 average attendance rate of the Committee Members was 95%. The following chart states the attendance of the members of the Compensation and Nomination Committee in 2010:
| Board members | Attendance rate (%) |
|---|---|
| Allan Chapin (1) | 100 |
| Georges Chodron de Courcel | 75 |
| André Lévy-Lang | 100 |
| Claude Tendil, Chairman | 100 |
| Daniel Valot | 100 |
(1) Allan Chapin is no longer member of the Compensation and Nomination Committee since 18 March 2010.
The AFEP MEDEF code of corporate governance advises that outside Board members from the Company meet on a regular basis without inside Board members. Considering that the members of the Compensation and Remuneration Committee are Board members outside of the Company (neither Managing Directors, nor employees), 3 of 4 members are independent, and that the meetings of outside Board members provided by the AFEP MEDEF code on corporate governance would duplicate with the mandates assigned to the Compensation and Remuneration Committee, during 2010, the outside Board members did not find it necessary to organise such a meeting.
The Risk Committee members are Antonio Borgès (until 5 November 2010), Peter Eckert, Chairman, Daniel Havis, Daniel Lebègue, André Lévy-Lang, Guillaume Sarkozy (as representative of Médéric Prévoyance), Jean-Claude Seys and Daniel Valot.
Five of its members are independent.
The Committee is responsible for highlighting the main risks to which the Group 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 the Group's risks and the Group's 'Enterprise Risk Management' (ERM) policy. The Committee met four times in 2010, primarily to discuss the following matters: analysis of the main exposures of the Group (in particular pandemia), 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 average attendance rate of the Committee Members was 81.25%. The following chart states the attendance of the members of the Risk Committee in 2010:
| Board members | Attendance rate (%) |
|---|---|
| Antonio Borgès (1) | 50 |
| Peter Eckert, Chairman | 100 |
| Daniel Havis | 100 |
| Daniel Lebègue | 100 |
| André Lévy-Lang | 75 |
| Guillaume Sarkozy | 25 |
| Jean-Claude Seys | 100 |
| Daniel Valot | 100 |
(1) Antonio Borgès is no longer Director since 5 November 2010.
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 officers and Directors are made public through the documents released for the Annual General Shareholders' Meeting. The General Shareholders' Meeting that took place on 31 May 2005 set the Directors' fees 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, the Board of Directors 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 20,000, payable in fourths and another part based on attendance by voting and non-voting Directors, amounting to EUR 1,700 per meeting and participant. The payment of the Directors fees is made at the end of each quarter. Moreover, each Director received in 2010 the single sum of EUR 10,000 that must be used to purchase 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.
Directors
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 2009.
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.
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, the meeting of the Board of Directors on 9 February 2010 decided that the Chairman and Chief Executive Officer:
50% on the basis of the achievement of financial objectives, defined annually at the beginning of each year by the Board of Directors of the company on the recommendation of the Compensation and Nomination Committee.
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 are approved by the Board of Directors.
For 2010, 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:
In case of dismissal or imposed departure due to a change in the structure of the share capital or in the strategy, substantially affecting the content of his duties or making the continuation of his activities and the normal exercise of his powers of the Company, the Chairman and Chief Executive Officer:
The Company did not consider it necessary to make this information public directly after the meeting of the Board of Directors, during which these decisions were made. This information is released each year when the Registration Document is made available.
On meeting on 2 March 2010, the Board of Directors, upon authorisation granted by the Extraordinary general meeting of the Shareholders on 15 April 2009, and upon the recommendation of the Compensation and Remuneration Committee of 9 February 2010, 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 decide by the same Board of Directors, upon authorisation granted by the Extraordinary general meeting of the Shareholders on 15 April 2009, and upon the recommendation of the Compensation and Remuneration Committee of 9 February 2010. 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 execise of the options in the registered form until he ceases to hold his duties of corporate officer of the Company.
Finally, at the meeting of the Board of Directors on 21 March 2006, it was decided that the Chairman and Chief Executive Officer will have 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 will be obtained by the Company.
As the Company representative, the Chairman and Chief Executive Officer is granted with a company car with a 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).
SCOR has integrated the internal control system in the overall approach developed to strengthen the Enterprise Risk Management (ERM) framework in the Group. The internal control system is in the responsibility of the Group's General Management.
This report was prepared with the contribution of the Group Risk Management Department, the risk management departments of the operating companies, the Group Internal Audit Department, the General Secretary's Department and the Finance Department. It was presented to the Audit Committee on 3 March 2011 and approved by the Board of Directors of the Company on 7 March 2011.
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 now uses the COSO 2 framework "Enterprise Risk Management – integrated framework" published by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) in developing and formalising the risk management and internal control systems. The four general objectives sought through the application of this framework are (1) to ensure that strategic objectives are properly implemented in the Group, (2) to ultimately achieve better operating efficiency and use of resources, (3) to ensure compliance with applicable laws and regulations, and (4) to ensure reliable accounting and financial information. The use of this framework requires us to cover the eight components set forth by the COSO 2, i.e. (1) defining the internal environment, (2) ensuring objectives are set, performing (3) a risk identification, (4) a risk evaluation and (5) a risk response, (6) documenting and formalising control activities, (7) presenting the information and communication process, and (8) ensuring monitoring of the risk management and internal control systems. The structure of this report is in line with the eight components of the COSO 2, components 1 and 2 being dealt with in the paragraph "Internal environment and setting of objectives" and components 3, 4 and 5 in the paragraph "Identification and assessment of risks". The elements concerning accounting and financial reporting are separate and are presented in the last part.
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.
Since September 2009 SCOR's ERM is rated "strong" by Standard & Poor's.
The Group consists of SCOR SE and its 6 "Hubs", subsidiaries, branches and representation offices throughout the world. SCOR SE, a European company having its registered office in Puteaux (France), has the responsibilities of a parent company, operational responsibilities for cash management and for the retrocession of the Group's operating entities and functional responsibilities.
SCOR's functional responsibilities cover a broad area extending to all of the Group's activities. The heads of both the Finance Department (the Chief Financial Officer (CFO)) and the Group Risk Management Department (the Chief Risk Officer (CRO)) report to the Chairman and Chief Executive Officer and are members of SCOR's Executive Committee (Group Comex). The Group Internal Audit Department reports to the Chairman and Chief Executive Officer. The other departments, namely Information Systems Department, General Secretary and Legal Department, Human Resources Department, Corporate Communications Department and Group Cost Control & Budget Department, report to the Chief Operating Officer (COO).
In particular:
| SCOR Global P&C | SCOR Global Life |
|---|---|
| Non-life treaties, Business Solutions (facultative), Joint ventures and Partnership, specialty treaties |
Life and health reinsurance |
Each of the two reinsurance companies includes functional departments, including a dedicated Risk Management Department.
Furthermore, the Group is organised around six "Hubs" (Paris, Zurich, Cologne, London, Singapore and New York), each Hub having local, regional and Group responsibilities. The heads of Hub report to the Group COO. This organisation enables:
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.

Within this environment, control responsibilities are exercised as follows:
The main tasks of the Group Risk Management Department 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.
To this end, the Group Risk Management Department has defined a framework ("ERM framework") which aims at structuring and promoting ERM within the Group and implementing a harmonised, formalised and structured internal control system according to Group standards. Experts, who report to the different Risk Management Departments 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 was adopted and is monitored by the Risk Committee. The principal characteristics of this approach are as follows:
Furthermore SCOR is closely monitoring the potential impacts of the Solvency II Directive. SCOR's Executive Committee decided in December 2009 to conduct a first comprehensive assessment of the situation in relation to the Solvency II requirements. The result of this process was imparted to SCOR's Solvency 2 project initiated in 2010, addressing the anticipated requirements with specific work streams, all of which sponsored by a member of SCOR's Executive Committee.
To be in line with the ERM and internal control approach, SCOR has created Group standards or has revised existing local documents in order to create Group references.
Thus, Group principles relative to delegations of powers, to the use of the double signature in documents which bind SCOR and to the Group IT security policy are available. The Anti-money Laundering and Combating Terrorism Financing Guidelines cover the activities of SCOR Global Life and SCOR Global P&C as well.
In 2009, the Group drafted a new code of conduct which has been approved by the Risk Committee and presented to SCOR's Board of Directors. This Code describes the expected behaviour that each employee must apply to decision making and business activities.
The compliance framework has been further strengthened. Following the rollout of the Group Code of Conduct, other Group Compliance Policies were issued such as Group Guidelines for Reporting Concerns, Group Guidelines on Data Protection, Group Archiving and Retention Principles and Group Guidelines on Trading in SCOR and other Public Securities giving further guidance on keys compliance principles related to those areas.
To embed these Group Policies and other legal & compliance topics into the organization, training has been undertaken in a broad range of formats, including workshops, panel discussions, learning-over-lunch session and e-learning.
The Information Charter, which describes the importance of information for SCOR's Paris entities and establishes the framework for using information systems, has been revised to become a Group reference ("SCOR IT Policy") and approved by the Executive Committee. It especially sets forth the applicable security measures and the legal considerations involved in using information technology resources. The other purposes of this Charter are to avoid misuse of professional and personal information and to guarantee compliance with the confidentiality of said information.
More than 30 sessions were held so far and more than 700 employees participated in total in those training initiatives.
When approved, these documents are made available to Group employees on the SCOR intranet on a dedicated page where Group policies are all grouped together.
SCOR has implemented and formalised for several years 3 year strategic plans. The new plan, "Strong Momentum" covers the years 2010 to 2013. "Strong Momentum" strategic plan was approved by SCOR's Board of Directors in July 2010 and includes objectives such as risk appetite and risk tolerance as well as level of security, financing, profitability and written premiums. For the new initiatives set in the plan, SCOR will apply reinforced ERM through the development of specific indicators.
As mentioned here before, the Executive Committee defines the procedures for implementing the strategy and reviews the consistency of the operational plans or policies (e.g. underwriting, finance, retrocession, IT) with the strategic plan. The Executive Committee also ensures that there is an optimal risk-based allocation of capital and diversification.
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:
A Risk Enquiry process
The methodology of this process is based on a large number of interviews carried out by members of the risk management departments in the different companies and functional departments of SCOR with members of the Executive Committee, other senior managers and subject matter experts. The risks identified during the interviews are analysed and grouped into three different categories according to their importance, with mention, if possible, of the action underway or to be recommended. This complete review is carried out once a year.
An Emerging Risks process
Emerging risks are subject to a specific process of identification and analysis. A dedicated collaborative site has been created on the Group's intranet allowing designated observers, who are experts in their field, to collate market information, articles or studies on topics that might constitute emerging risks. In addition, a special email address allows all Group employees to submit information. This information is processed by a Committee composed of members of the Group Risk Management Department, Group acturial function, SCOR Global P&C Risk Management Department, SCOR Global Life Risk Management Department, Group Legal Department and Group Competitive Intelligence unit which is hosted by the Information Systems Department.
All the resulting conclusions and studies of the two processes: Risk Enquiry process and Emerging Risks process are summarised in reports submitted each year to the Chief Risk Officer to agree on further actions to be taken.
This process aims to review and assess the potential impact of selected extreme scenarios. Subject specific working groups constituted of experts across the Group then perform quantitative studies which are summarised in specific reports.
The Chief Risk Officer presents any major scenario, if any, which exceeds the Group's risk tolerance to the Executive Committee and the Risk Committee.
Furthermore operational risks are being identified, listed and assessed within each critical process and appropriate measures implemented. This includes the assessment of reporting and compliance risks.
All the above-mentioned initiatives and processes are coordinated by the Group Risk Management Department, supported by the Risk Officers of SCOR Global P&C and SCOR Global Life.
Furthermore, the Group Risk Management Department coordinates an ERM coordination committee, made up of representatives of SCOR Global P&C, SCOR Global Life, SCOR Global Investments and the Group departments. This committee discusses the major risks identified within each Group entity as well as new approaches and developments in ERM which are of importance for the Group.
Because of its activities, SCOR is exposed to many risks: reinsurance related risks, market risks and other risks (e.g. liquidity, rating). These risks, as well as the main procedures implemented by SCOR to control or mitigate them are detailed in the part 4 – Risk Factors of the 2010 Reference Document. This report does not detail these risks, but aims at summarising 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 formalisation is being revised in accordance with the new Group standards.
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. The following steps strengthen internal controls in this area:
A quarterly review of technical results is performed for:
Underwriting and pricing guidelines, defined respectively by SCOR Global P&C and SCOR Global Life, specify the underwriting capacities delegated to each entity, as well as the underwriting rules and principles to be complied with. They follow update and approval processes as well as a formalism that are specific to each division. Business opportunities going beyond the stipulations of the guidelines thus defined are subject to special referral procedures at two key levels. These cases are examined respectively:
Cases which may have a significant impact on the balance sheet (thresholds and/or conditions defined in a procedure or specific guidelines) must be reviewed by the Group Risk Management Department;
Concerning claims management
Catastrophe risk accumulations are monitored as follows:
the Group has harmonised the principles governing asset management: the Statement of Group Investment Principles defines the Group's governance in terms of asset management and the Manual of Group Investment Guidelines determines the conditions in which SCOR Global Investments will implement, on behalf of all Group subsidiaries, the investment policy as defined by the Group's Investment Committee; both of these documents have been approved by the Group's Executive Committee;
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:
Following the organisation of the Group within six "Hubs", the local support functions are gradually assumed by entities especially dedicated and set up in each Hub. This organisation enables to create centres 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.
The establishment and centralisation 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 & Finance Communications Department, which respects a formalised process. Financial information intended for rating agencies is the responsibility of the Group Corporate Finance & Finance 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 Executive Committee.
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).
SCOR strives to make all documents deemed important available to all SCOR employees (or to certain categories if necessary) 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 centralise 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: the Group Risk Management Department and the Group Internal Audit Department with the aim of optimising resources and having regular, formalised reporting of the state of documentation and structuring of internal control procedures. Furthermore, the Finance Department has developed 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 Group Risk Management Department monitors the documentation and formalisation status, according to Group standards, of the processes deemed critical.
The Group Internal Audit Department's main responsibility is to inform the Chairman and Chief Executive Officer and the operating and functional departments of any operating irregularities through the implementation of an annual audit plan based on an analysis of risks, resulting amongst other things from discussions with the Group, P&C and Life Risk Management Departments, and approved by the Audit Committee.
The Group Internal Audit Director reports his activity to the Audit Committee of the Board of Directors of the Company.
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 and SCOR Global Life 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, interest on 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 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:
Finally, reinsurance technical results are analysed quarterly by the finance departments of SCOR Global P&C and SCOR Global Life. At year-end, the Group Chief Actuary establishes a report on the adequacy of the reserves of SCOR Global P&C and 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 will improve the investment accounting organisation, 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 finalise its information systems integration by launching a Group wide "one ledger" project. The intial phases of this project of defining the business requirements and developing a detailed design have been completed. The conclusion of the project will provide a complete finance system integration by promoting consistency, quality visibility and control with the use of one general accounting software and one chart of accounts for the Group.
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 analysed 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. The numerous intiatives launched in 2010 in the field of compliance issues as well as the roll-out of the Group policies at solo level through the Hubs illustrate this will and significantly contribute to the Group's last improvements in terms of control.
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.
To the Shareholders,
In our capacity as statutory auditors of SCOR SE and in accordance with article L. 225-235 of the French Commercial Code (code de commerce), we hereby report on the report prepared by the Chairman of your company in accordance with article L. 225-37 of the French Commercial Code (code de commerce) for the year ended 31 December 2010.
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:
report on any matters as to the information contained 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,
confirm that the report also includes the other information required by article L. 225-37 of the French Commercial Code (code de commerce). It should be noted that our role is not to verify the fairness of this other information.
We conducted our work in accordance with professional standards applicable in France.
Information on internal control and risk management procedures relating to the preparation and processing of accounting and financial information
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, 7 March 2011
The statutory Auditors
ERNST & YOUNG AUDIT MAZARS
Pierre PLANCHON Michel BARBET-MASSIN Antoine ESQUIEU

Consumption of water, raw materials, and energy in 2010:
Implementation of selective waste sorting (oils, wood, gravel, soiled barrels, food, paper, toners, batteries) with an attestation of destruction;
Evaluation or certification measures taken in environmental matters;
All measures taken to ensure conformance of the company's activities to applicable legislative and regulatory provisions;

*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.
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 theses 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 10%.
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 an event involving several risks giving rise to an insurable loss. For reporting purposes, the Group separately considers catastrophe as event causing pre-tax losses, net of retrocession, totalling EUR 3 million or more.
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 facultatively 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 fulfilment 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 amortised 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 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 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 recognised 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 recognised. 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.
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.
Primary insurer and first signatory of an insurance policy for co-insurance. The leading insurer defines the clauses and the conditions of the policy.
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.
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 capitalisation company must set aside and capitalise in order to meet its commitments to the insured.
The probability that an individual in a given group will develop a certain disease or disorder.
The relative incidence of death of Life insureds or annuitants holding a Life insurance policy.
Gross premiums less the portion of premiums paid for retrocession.
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, securitisation of insurance risks, credit derivatives, and climate derivatives.
The issuer of this convertible bond may give the creditor or new shares issued for the occasion, or existing shares held in a portfolio.
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.
Premium written by an insurer after deduction of cancelled premiums.
An insurance company that issues insurance contracts to the public generally or to certain non-insurance entities.
The estimated anticipated maximum loss, taking into account ceding company and contract limits, caused by a single catastrophe affecting a broad contiguous geographic area, such as that caused by a hurricane or earthquake of such a magnitude that it is expected to recur once during a given return period, such as every 50, 100 or 200 years.
All insurance classes other than Life. For SCOR, the Life segment includes all business underwritten by SCOR Global Life (including for example, health insurance).
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.
Premium equal to the technical estimate of the risk covered by the insurer.
Scale showing the various premium rates applied to risks belonging to a given category of insurance (as in motor rates, fire rates).
A provision in an excess of loss reinsurance contract, particularly catastrophe and clash covers, that provides for reinstatement of a limit that had been reduced by the occurrence of a loss or losses. The number of times that the limit can be reinstated varies, as does the cost of the reinstatement.
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.
All the clauses included in the reinsurance treaty. In economic terms, "reinsurance conditions" cover the rates established for the commission, the share in profits, the frequency of presentation of accounts and payment of interest on the deposits, or on the absence of deposits, which together determine the reinsurers' probable profit margin.
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.
The amount of capital, calculated by the internal capital model, required to cover all of the Group's known risk exposures. The amount is calculated with reference to a risk measure at a selected threshold (e.g. 99% Tail Value at Risk).
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, interest rate of treasury bills (T-bills) and government bonds of the best rated governments around the world are considered as proxies for the risk-free (interest) rate.
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 profiit/loss probability distribution. Compared to the Dynamic Lift strategic plan, "Strong Momentum" has a slightly fatter body of the distribution which reflects a slightly higher earnings volatility coupled with a higher expected return.
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.
S
SCOR Global Life refers to the operating segment recording all business underwritten by entities in the life operating segment. SCOR Global Life SE refers to the legal entity.
SCOR Global P&C refers to the operating segment and all business transacted by entities in this segment . 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 fulfil 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.
Maximum allowed premiums volume for Lloyd's syndicate
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.
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 balance of income and expenses allocated to the insurance business and shown in the technical statement of income.
SCOR's three engines: SGPC (SCOR Global P&C), SGL (SCOR Global Life), SGI (SCOR Global Investments)
The combination of SGPC and SGL underwriting capabilities
U
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.
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 capitalisation 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.
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 amortised 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 |
page 354 |
|---|---|
| 1.1 | Page 354 |
| Year 2010 | |
| 1.2 | Page 355 |
| Operating results of SCOR SE during the last financial years | |
| 2 | Page 356 |
| Fluctuation of SCOR SE quotation thoughout 2010 | |
| 3 | Page 357 |
| Social consequences of SCOR's activities | |
| 3.1 | Page 357 |
| Group's personnel in France and abroad | |
| 3.2 | Page 358 |
| Distribution of the personnel in France by type of contract | |
| 3.3 | Page 358 |
| Information concerning plans to reduce the number of employees and | |
| protect jobs, reclassification efforts, reemployment, and support | |
| measures | |
| 3.4 | Page 358 |
| Information related to equality between men and women | |
| 3.5 | Page 359 |
| Information related to Group employees in France | |
| 3.6 | Page 362 |
| List of agreements signed in 2010 in France | |
| 3.7 | Page 363 |
| Manner in which SCOR takes into account the territorial impact of its activities in terms of employment and regional development |
|
| 3.8 Relations between the company and integration associations, teaching |
Page 363 |
| establishments, environmental defence associations, consumer | |
| associations and neighbouring residents | |
| 3.9 | Page 363 |
| How SCOR SE promotes the provisions and basic agreements of the | |
| organisation of work with its sub-contractors and ensures that its | |
| subsidiaries comply with these provisions and basic agreements / How the Company's foreign subsidiaries take into account the impact that |
|
| their activities have on regional development and local populations | |
| 4 | Page 364 |
| Additional information relating to the management report of the | |
| Company and the Group – Table of compliance |
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 2010, as approved by the Board of Directors on 7 March 2011 (the "Report"), are included and presented in the Registration Document 2010 which will be submitted as such to the Shareholders' Meeting convened to approve the financial statements of the financial year ended on 31 December 2010.
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.
The balance sheet of SCOR SE as at 31 December 2010 amounts to EUR 6,256,412,369 compared to EUR 6,264,098,933 at the end of 2009.
The total of financial assets of SCOR SE is EUR 3,959,047,334.
The shareholders' equity of SCOR SE is amounting to EUR 2,503,299,167 and other equities are amounting to EUR 313,945,931. The debts amounted to EUR 679,193,207 including other loans of EUR 444,982,638.
The net amount of reinsurance reserves rose to EUR 2,675,843,104.
The reinsurance result of SCOR SE as at 31 December 2010 is EUR 76,101,976 while the financial result is EUR 217,690,183.
SCOR SE's net income reached EUR 203,852,573 in 2010.
For additional information on the operating and financial situation of SCOR SE and its subsidiaries, as well as on their activities' development in 2010, 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 quater 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 110,230 for the previous fiscal year and the amount of taxation borne by the Company due to the non-deductibility of such charges should amount to a total of EUR 37,952.
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 2010.
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 | 2006 | 2007 | 2008 | 2009 | 2010 |
|---|---|---|---|---|---|
| I. - Financial position at the end of the year : |
|||||
| a) Social Capital | 933 | 1,439 | 1,451 | 1,459 | 1,479 |
| b) Number of issued shares | 1,184,051,084 | 182,726,994(1) | 184,246,437 | 185,213,031 | 187,795,401 |
| c) Number of convertible bonds to shares. |
10,470,000 | 10,470,000 | 10,470,000 | 10,765,428 | 0 |
| II. - Global Profit and loss of effectives transactions : |
|||||
| a) Turnover without taxes | 1,263 | 1,075 | 981 | 942 | 910 |
| b) Net Profit before taxes, depreciations and reserves. |
(3) | (88) | (62) | (258) | 184 |
| c) Current income tax. | 103 | 77 | 11 | 13 | 25 |
| d) Net Profit after taxes, depreciations and reserves. |
68 | 28 | (64) | 199 | 204 |
| e) Allocated Net Profit amount. | 92 | 147 | 148 | 185 | 207 |
| III. - Profit and loss per share : | |||||
| a) Turnover without taxes | 0.1 | (0.07) | (0.28) | (1.33) | 1.13 |
| b) Net Profit before taxes, depreciations and reserves. |
0.07 | 0.19 | (0.35) | 1.08 | 1.10 |
| c) Paid dividend per share | 0.80(3) | 0.80 | 0.80 | 1.00(2) | 1,00(2) |
| IV. - Salaries : | |||||
| a) Number of salaries. | 190 | 204 | 535 | 503 | 777 |
| b) Gross wages amount. | 17 | 16 | 44 | 44 | 81 |
| c) Amount of paid employees benefits (Healthy contribution, others |
|||||
| benefits, etc.). | 7 | 6 | 11 | 12 | 21(2) |
(1) Accumulated shares as at December 31, 2007
(2) Subject to adjustment according to the May 4, 2011 shareholders' meeting's decision as per the allocation of 2010 income
(3) Allocated net dividend per accumulated shares after the accumulation of shares at 3 January 2007
Over the three (3) previous fiscal years, the amounts distributed by SCOR SE as dividends were as follows:
| Fiscal year ended on: | 31/12/2007 | 31/12/2008 | 31/12/2009 |
|---|---|---|---|
| Number of shares (1) | 182,726,994 | 184,150,539 | 185,150,621 |
| Net dividend per share | 0.8 € | 0.8 € | 1 € |
| Amount eligible for the deduction allowance specified | |||
| by Article 158-3 of the French General Tax Code (2) | 0.8 € | 0.8 € | 1 € |
(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).
(1) For natural persons only : the dividend paid in 2008, 2009 and 2010 for the fiscal years 2007, 2008 and 2009 gave entitlement to a 40% deduction (except for dividends received after 1 January 2008, 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 2010:
| TOTAL OF TRANSACTIONS | EXTREME MARKET PRICE | ||||
|---|---|---|---|---|---|
| Value | Higher | Lower | |||
| Year | Month | Volume | (millions EUR) | (In EUR) | (In EUR) |
| January | 6 860 569 | 117 | 17.90 | 16.40 | |
| February | 9 413 396 | 163 | 17.95 | 16.44 | |
| March | 20 362 056 | 386 | 19.55 | 17.92 | |
| April | 11 135 794 | 207 | 19.37 | 17.42 | |
| May | 13 498 731 | 222 | 18.01 | 15.16 | |
| June | 9 304 364 | 148 | 16.52 | 15.31 | |
| 2010 | July | 9 844 116 | 146 | 17.20 | 15.05 |
| August | 7 092 964 | 117 | 17.22 | 15.79 | |
| September | 11 868 062 | 208 | 18.10 | 16.66 | |
| October | 8 639 641 | 155 | 18.38 | 17.38 | |
| November | 9 329 636 | 169 | 18.75 | 17.52 | |
| December | 7 673 793 | 145 | 19.50 | 17.97 |
(Information pertaining to article R.225-104 of the French Commercial Code)
The total number of employees increased from 1790 as of 31 December 2009 to 1,822 as of 31 December 2010. The distribution of personnel is uniform over the various geographical areas to meet strategic principles of the Group.
The following table shows the distribution of employees by geographic area and by entity (1):
| 2010 | 2009 | 2008 | |
|---|---|---|---|
| Paris | 631 | 581 | 592 |
| New-York | 306 | 306 | 299 |
| Zurich | 253 | 256 | 249 |
| Köln | 202 | 206 | 232 |
| London | 149 | 144 | 134 |
| Singapore | 124 | 118 | 110 |
| TOTAL excluding ReMark | 1,665 | 1,611 | 1,616 |
| ReMark (2) | 157 | 179 | 154 |
| TOTAL | 1,822 | 1,790 | 1,770 |
| 2010 | 2009 | 2008 | |
|---|---|---|---|
| SCOR Global P&C | 656 | 905 | 905 |
| SCOR Global Life | 452 | 510 | 517 |
| SCOR Global Investments(4) | 39 | 25 | - |
| Group Functions and Support | 518 | 171 | 194 |
| TOTAL excluding ReMark | 1,665 | 1,611 | 1,616 |
| ReMark(5) | 157 | 179 | 154 |
| TOTAL | 1,822 | 1,790 | 1,770 |
(1) The headcount is calculated based on the number of employees as of 31 December 2010.
(2) SCOR Global Life SE controls 100% of the capital of ReMark. ReMark acquired ESG in May, 2009. Due to its specific activity, ReMark is managed independently from the Group in terms of human resources.
(3) Since 2010, the headcounts are calculated according to the division (the highest hierarchical link), in accordance with the organization of the group. The division "Group Functions and Support" includes the Group financial, risks and operations departments as well as the departments managed by the Chairman.
(4) SCOR Global Investments (100% subsidiary of SCOR SE) was created in February, 2009 with the transfer of the employees dedicated to asset management.
(5) idem note (2)
In terms of contract types, the Group's personnel members in France are divided as follows:
| Key figures | 2010 | |
|---|---|---|
| Total | Of which women |
|
| Total personnel on 31 December | 562 | 265 |
| Of which FTC | 7 | 12 |
| Temporary | ||
| (in person/years) | 2010 | |
| FTC | 6.78 | |
| Training / work experience contracts | 26.67 | |
| Trainees pursuant to agreements | 22.75 |
3.3. Information concerning plans to reduce the number of employees and protect jobs, reclassification efforts, reemployment, and support measures
On 24 November 2010, through a collective agreement, SCOR reaffirmed its commitment with regard to the promotion of professional equality between men and women, by signing with social partners a triennial arrangement (2011-2012- 2013) and thus confirms its position as a social responsible employer.
This agreement sets forth, via an analytical mechanism, the deletion of eventual unjustified remuneration gaps which might appear between men and women, by the 31 December 2010.
It is also question for SCOR to remind its wish to implement a Human Ressource policy based on the absence of discrimination regarding employment, career evolution, professional mobility, professional training, to ensure that maternity leaves do not impact the employees' career and remuneration evolution and to ensure the promotion of the balance between professional and family life. SCOR is also concerned by the management of the representatives' carreers.
The SCOR Group is determined to pursue the implementation of its policy of diversity and struggle against discrimination at every level of the organisation.
| 2010 | ||
|---|---|---|
| Total | Of which women | |
| CDI | 69 | 30 |
| FTC | 12 | 6 |
| Training / work experience contracts | 19 | 17 |
| Trainees pursuant to agreements | 52 | 16 |
| 2010 | ||
|---|---|---|
| Total | Of which women | |
| Economic redundancies | - | - |
| Job saving plan | - | - |
| Other layoffs | 3 | 1 |
| 3.5.3 DIRECT COMPENSATION |
| Direct compensation | 2010 |
|---|---|
| In EUR thousands | |
| Annual payroll (gross taxable) | 41,625 |
| Average monthly compensation actually paid (*) (in twelfths) | 6.5 |
(*) prorated for the presence time and including bonuses, individual incentives and collective incentives.
| Deferred compensation | 2010 |
|---|---|
| In EUR thousands | |
| Profit sharing (*) | 4,639 |
| Collective incentive (*) | - |
| Gross employer matching contribution paid | 649 |
(*) the indicated figures are the gross amounts, and they relate to the earnings from the previous fiscal year.
| Amount of employer social charges 2010 | |
|---|---|
| Company | (in EUR thousands) |
| SCOR | 9,761 |
| SCOR Global Life | 4,405 |
| SCOR Global P&C | 7,958 |
| SCOR Gestion Financière | - |
| SCOR Global Investments | 1,010 |
| Total | 23,134 |
| Temporary | |
|---|---|
| (in person / years) | 2010 |
| Temp workers | 21.38 |
| External service providers | 57 |
| Temp workers | 2010 |
|---|---|
| Number of temp workers | 55 |
| Monthly average number | 23.5 |
| Average duration of the contracts (in days) | 52.93 days |
| Payments to temporary work companies (in EUR thousands) | 1,824.56 |
Cognizant of the importance of the human capital and of its development, and while constantly striving for competitiveness, the Group continues to devote very significant resources to training and skills development.
Emphasis is placed both on individual and collective training, in the company's core business domains but also in crossfunctional activities such as management, leadership and project management. In this regard, close ties have been established with major figures in the university and professional training worlds, notably with regard to insurance.
Handicap / Disability (on 31 December) 2010 Number of people 6
| Key figures on 31 December | 2010 | |
|---|---|---|
| Total | Of which women | |
| Part-time employees | 50 | 46 |
| Employees using mobile scheduling | 134 | 95 |
| Average number of days of annual holidays | 26.6 | 26.7 |
| Average number of RWD days | 15.6 | 14.9 |
| Number of public holidays | 13 | 13 |
| Overtime hours | 379 | 12 |
| Absenteeism (in business days) | Total | 2010 Of which women |
|---|---|---|
| Illness | 1,529.5 | 1,183 |
| Long-term illness | 726 | 726 |
| Workplace and commuting accidents | 130.5 | 78 |
| Maternity | 1,506 | 1,506 |
| Authorised leave (1) | 508.5 | 254.5 |
| Total | 4,400.5 | 3,747.5 |
| Total in % of the personnel | 3.10 | 2.70 |
| Unpaid leave | 1,418 | 1,289 |
(1) Authorised leave includes holidays and exceptional absences as a result of family events (marriage, baptism, communion, death, moving, back-to-school period, care for sick children, paternity leave).
| Real estate loans and 1% Investments | 2010 |
|---|---|
| In EUR thousands | |
| Real Estate | |
| Amounts lent | 1,402.4 |
| Realisations & 1% Investments | |
| Works loans ("pass travaux") | 5.6 |
| Rental reservations | 24 |
| Social spending | 2010 |
| In EUR thousands | |
| Sports association | 42 |
|---|---|
| Inter-Company Restaurant (employer's share) | 436.2 |
| Topping-up of "holiday cheques" | - |
| Mutual plan (employer's share) | 236 |
| Labour medals | 269 |
| Marriage and birth bonuses | 63.4 |
| Additional services | 2010 |
|---|---|
| In EUR thousands | |
| Maternity leave (1 additional month) | 46.60 |
| Retirement leave | 36.05 |
| Retirement benefits (IDR and IFC) | 658.61 |
| Number of meetings of the bodies | 2010 |
|---|---|
| Works Council | 17 |
| Personnel Delegates | 4 |
| CHSCT (Health and Safety) | 9 |
| Theoretical time credits | 2010 |
|---|---|
| Works Council | 1,920 |
| Personnel Delegates | 1,980 |
| Trade union delegates | 720 |
| Trade union representatives | 720 |
| CHSCT (Health and Safety) | 1,980 |
| Beneficiaries of labourer education or trade union training leave | 9 |
| Participation in elections | 2010 |
|---|---|
| Personnel Delegates | - |
| executives panel | - |
| non-executives panel | - |
| Works Council | - |
| executives panel | - |
| non-executives panel | - |
| Procedures | 2010 |
| Recourse to non-judicial solutions | - |
| 5 | |
| Judicial proceedings initiated | |
| Formal notice and reports from the Inspection | - |
| Activity of the medical service | 2010 |
|---|---|
| Clinical examinations | 353 |
| Employees declared unfit | - |
| Orientation ACMS social service | |
| (Ile de France regional inter-professional association of medical and social centres) | 6 |
| In EUR thousands | |
| Occupational healthcare enrolment | 72.1 |
| Infirmary treatment requests | 679 |
| Infirmary expenses | 1.5 |
| Workplace or commuting accident | 2010 |
| Workplace accidents with sick leave | - |
| of which executives | - |
| Commuting accidents with sick leave | 5 |
| of which executives | 3 |
| Number of sick leave days (business days) | 191 |
| of which executives | 149 |
| Partial or total disablements | 1 |
| Accidents declared to the Social Security department, of which: | 11 |
| related to falling | 8 |
| resulting from machines | - |
| during handling | - |
| Others | 3 |
| Safety and working conditions | 2010 |
Personnel with safety training 63 In EUR thousands Spending on safety 73.25 Expenses for improving working conditions 37.1
| Works Council | 2010 |
|---|---|
| Operating budget (in EUR thousands) | 4.1 |
| Employee benefits (in EUR thousands) | 416 |
| Children's holidays (in EUR thousands) | 120 |
| Total (in EUR thousands) | 540.1 |
| Average per employee (in EUR) | 1,000.1 |
Amendment n°3 to the employees profit sharing agreement dated 15 April 2010
3.7. Manner in which SCOR takes into account the territorial impact of its activities in terms of employment and regional development
Not applicable.
3.8. Relations between the company and integration associations, teaching establishments, environmental defence associations, consumer associations and neighbouring residents
Particular efforts are made in favour of training establishments or ones promoting the integration of handicapped people. The Group also uses protected workshops.
SCOR is a regular partner of educational establishments or integration associations. This collaboration is intended to promote integration and access to jobs.
The SCOR Group participates in the financing of establishments through the apprenticeship tax, namely institutes or establishments that provide apprenticeship training. Each year, SCOR accommodates apprentices or young people on professionalization contracts, who are assigned to technical or administrative functions.
3.9. How SCOR SE promotes the provisions and basic agreements of the organisation of work with its sub-contractors and ensures that its subsidiaries comply with these provisions and basic agreements / How the Company's foreign subsidiaries take into account the impact that their activities have on regional development and local populations
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 2010 by the SCOR Group and which apply to all its employees.
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 2010 |
|
| Analysis of the Group business development, results and financial situation | Sections 3, 9 and 20 |
| Section 5.1.5, 6 and | |
| 2010 fiscal year's important events for the Group and SCOR SE | Appendix A. § 1.1 |
| Research and development activities within the Group and the Company | Section 11 |
| Main risk factors exposure for the Group and the Company | Section 4 |
| STATEMENTS DEALING WITH THE MANAGEMENT OF SCOR SE IN 2010 : | |
| Company's securities | |
| Section 21.1.1 and | |
| - Amount of issued capital, capital increase and additional information | 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 | - |
| - Elements which could have an impact in case of a tender offer | -2 |
| - Fluctuation of quotation related risks | Section 4 |
| - Employees' shareholding in SCOR SE | Section 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 2010 | 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 | Section 15 |
| Securities held by the Board Members | Section 17.2.1 |
| Environmental impacts of the Company's activities | Appendix C |
| Recent development and prospects | Sections 12 and Appendix A -Note 16 |
| SUBSIDIARIES AND AFFILIATES : | |
| Group Chart | Section 7 |
| Sections 6, 7, 9 and | |
| Subsidiaries' business overview in 2010 | Appendix A § 2.3 |
| Sections 20.1.6.3 and | |
| Purchase of shareholdings in 2010 | 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 2010.
(2) To our knowledge, there is no element which could have an impact in the event of a tender offer.
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 | 17 |
| Management report | 361 |
| 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) |
13, 74, 16, 262 |
| Information about items that could affect a public offer, as required by Article L.225-100-3 of the French | |
| Commercial Code | 259 |
| Information about share buybacks (Article L.225-211, paragraph 2, of the French Commercial Code) | 263 |
| Financial statements | |
| Full-year financial statements | 292 |
| Statutory Auditors' report on the full-year financial statements | 321 |
| Consolidated financial statements | 180 |
| Statutory Auditors' report on the consolidated financial statements | 254 |
Corporate Office 1, avenue du Général de Gaulle 92800 Puteaux France
Mail adress 1, avenue du Général de Gaulle 92074 Paris La Défense Cedex France
Telephone : +33 (0)1 46 98 70 00 Fax : +33 (0)1 47 67 04 09
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