4.4 Legal risk - Scor

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