4.4 Legal risk - Scor
4.4 Legal risk - Scor
4.4 Legal risk - Scor
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(5) Absolute appliance of Group’s ethical principles as described in the Code of Conduct of SCOR Group. These<br />
principles, as settlements to protect the interests of customers, are the pillars of sustainable development of SCOR<br />
and therefore its performance.<br />
3 May 2012 performance shares and free shares<br />
Following the authorization by the Shareholders' Meeting on 3 May 2012, the Company's Board of Directors of 3 May 2012,<br />
on the proposal of the Compensation and Nominations Committee of 19 March 2012, decided to grant performance shares<br />
to the Chairman and Chief Executive Officer.<br />
The Company's Board of Directors of 3 May 2012, on the proposal of the Compensation and Nominations Committee of 19<br />
March 2012, decided to allocate 125,000 performance shares to the Chairman and Chief Executive Officer.<br />
The conditions of the plan are similar to those previously decided by SCOR (notably as regards to the presence condition),<br />
with a vesting period of 2 years for the tax residents of France (and an obligation to retain shares for a period of two years<br />
after the end of the vesting period), and of four years for the beneficiaries not tax resident of France.<br />
All the shares awarded to the Chairman and Chief Executive Officer are subject to the satisfaction of performance<br />
conditions. The performance conditions will be deemed satisfied if, in addition to the mandatory condition (5) below, at least<br />
three out of the four other conditions listed below are met:<br />
(1) SCOR financial strength by S&P rating must be maintained (minimum) “A” in 2012 and 2013;<br />
(2) SCOR Global P&C’s combined ratio must be less than or equal to 102% on average in 2012 and 2013;<br />
(3) SCOR Global Life’s technical margin must be higher than or equal to 3% on average in 2012 and 2013;<br />
(4) The SCOR group’s ROE for the financial years ending 31 December 2012 and 31 December 2013 must be higher<br />
than 300 points above the <strong>risk</strong>-free rate on average.<br />
(5) Absolute appliance of Group’s ethical principles as described in the Code of Conduct of SCOR Group. These<br />
principles, as settlements to protect the interests of customers, are the pillars of sustainable development of SCOR<br />
and therefore its performance.<br />
26 July 2012 collective free shares (PPP plan)<br />
Following the authorization by the Shareholders' Meeting on 3 May 2012, the Board of Directors of 26 July 2012, on the<br />
proposal of the Compensation and Nominations Committee of 26 July 2012, has set forth a collective free shares Plan to the<br />
employees of the Company that are France residents, under the collective agreement signed on 20 July 2012 as part of the<br />
negotiations with the social partners of France, concerning the profit-sharing arrangement established by the 28 July 2011<br />
law which relates to financing for social security in 2011. This plan provides an identic allocation of 5 free shares without a<br />
presence condition nor a performance condition. Following this decision 3,180 free shares were allocated on 26 July 2012 to<br />
each employee of the Company that is France resident (except the Chairman and Chief Executive Officer)<br />
26 July 2012 Long Term Incentive Plan<br />
Following the authorization by the Shareholders' Meeting on 3 May 2012, the Company's Board of Directors of 26 July 2012,<br />
on the proposal of the Compensation and Nominations Committee of 26 July 2012, implemented a SCOR Long Term<br />
Incentive Plan (the “LTIP”), for selected managers and executives of the Group in order to ensure retention of key<br />
employees while extending performance measurement to six years.<br />
This compensation scheme reflects best market practices and aims to involve and associate our key employees in the<br />
Group long term development. The LTIP plan is entirely based on SCOR performance shares.<br />
The Chairman and CEO, under the authority given by the Board of Directors held on 26 July 2012 for the implementation of<br />
this plan, allocated on 26 July 2012 108,500 performance shares to 23 Partners of the Company.<br />
All the shares made under the LTIP are subject to the satisfaction of the same performance conditions as those set for the<br />
19 March 2012 performance shares plan (for the description of the performance conditions, refer to paragraph “19 March<br />
2012 performance shares ”) and also to a market condition based on the comparison of the Total Shareholder Return (TSR)<br />
of SCOR with its main peers over two periods of respectively three and six years (respectively between 2012 and 2015 and<br />
between 2015 and 2018).<br />
The performance criterion based on the TSR will be appreciated by considering the average "Volume-Weighted Average<br />
Price - VWAP" of the shares of SCOR SE (and the ones of the peer group of comparison) over a period preceding the<br />
award and the average VWAP of the shares of SCOR SE (and the ones of the peer group of comparison) before the end of<br />
the period under consideration.<br />
The conditions of the LTIP plan are a vesting period of six years for the tax residents in France (and an obligation to retain<br />
shares for a period of two years after the end of the vesting period), and of eight years for the beneficiaries not tax resident<br />
in France.<br />
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