4.4 Legal risk - Scor

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In the event of termination of the Chairman and Chief Executive Officer, the benefits he may be allocated would be determined according to the following situations: • In the event that the Chairman and Chief Executive Officer is dismissed for misconduct or following a notoriously negative performance of the Company (non-achievement of the performance condition (C_n) as described below, and for at least two years during the three previous) no compensation will be due; • In case of his departure is imposed or a dismissal ad nutum mainly for typical difference of opinion regarding the Group's strategy, the Chairman and Chief Executive Officer will benefit from a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure. This payment is subject to the satisfaction of the performance condition (C_n) defined below for at least two out of the three years preceding the date of departure of the Chairman and Chief Executive Officer. In case of his departure is imposed or a dismissal resulting from the event of a hostile takeover bid leading to a change in control situation of the SCOR group, the Chairman and Chief Executive Officer will benefit from a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure. This payment is subject to the satisfaction of the performance condition (C_n) as defined below for at least two out of the three years preceding the date of his departure. Furthermore, the performance shares and stock-options which have been granted prior to his departure will be subject, in their entirety, only to performance conditions of each plan as approved by the Board of Directors at the time of the grant. The performance condition (C_n), determined by the Board of Directors, upon the recommendation of the Compensation and Nomination Committee, will be met for the current year if at least 3 out of 4 criteria below are fulfilled. (A). SCOR financial strength by S&P rating must be maintained (minimum) “A” on average over two prior years; (B). SCOR Global P&C’s net combined ratio must be less than or equal to 102% on average over two prior years; (C). SCOR Global Life’s operational margin must be higher than or equal to 3% on average over two prior years; (D). The SCOR group’s ROE must be higher than 300 points above the <strong>risk</strong>-free rate on average over two prior years. The Board of Directors, upon the recommendation of the Compensation and Nomination Committee will observe whether or not the performance conditions have been met. In the event of a change in the structure of the share capital of the Company, if a member of the Executive Committee is dismissed (except for reason of serious or gross misconduct) or if he decides to resign, he will benefit from (i) a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the one financial year prior to his departure, (ii) a cash payment compensating him for his inability to exercise stock options granted prior to his departure date and which he would otherwise be unable to exercise due to the vesting period conditions set forth in the applicable stock option plan, in an amount to be determined by an independent expert using the “Black-Scholes” pricing model, and (iii) a cash payment compensating him for his inability to definitively acquire Ordinary Shares granted to him for free prior to his departure and which he would otherwise be unable to acquire due to the terms and conditions of the applicable free share allocation plan. The amount of this cash payment is equal to the product of the number of shares concerned by the average value of the opening prices of the Ordinary Shares of SCOR SE in the Paris Stock exchange during the twenty trading days preceding the date of the change in the structure. SCOR SE PROVIDES SERVICES AND BENEFITS TO ITS SUBSIDIARY COMPANIES OPERATING IN FRANCE AND WORLDWIDE AS FOLLOWS Provision of services Provision of technical support in relation to <strong>risk</strong> management information technology and reinsurance services. Services are charged for annually on an arms’ length basis. Provision of benefits 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. Parent company guarantees 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. 266
The subsidiaries which benefitted from the SCOR SE parent guarantee in 2012 are the following: Loans • In Europe : SCOR Global Life SE ; SCOR Global P&C SE ; SCOR Switzerland AG ; Prévoyance Ré SA ; SCOR Global P&C Ireland Ltd (previously Irish Reinsurance Partners Ltd) ; SCOR Channel Ltd ; SCOR Financial Services Ltd ; SCOR Global Life Ireland PLC, SCOR International Reinsurance Ireland PLC ; SCOR U.K. Company Ltd ; SCOR Perestrakhovaniye. • In the United States and Canada : SCOR Reinsurance Company (U.S.) ; General Security Indemnity Company of Arizona ; General Security National Insurance Company ; SCOR Canada Reinsurance Company; SCOR Global Life Reinsurance Company of Texas ; SCOR Global Life Americas Reinsurance Company ; SCOR Life Reassurance Company. • In Asia : SCOR Reinsurance Asia-Pacific Pte Ltd ; SCOR Reinsurance Company (Asia) Ltd. • In Africa : SCOR Africa Ltd. • In Australia : SCOR Global Life Australia Pty Ltd. SCOR SE provides loans to Group companies in the normal course of business remunerated at market rates. 267
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NOTICE Certain statements contained
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1 Person responsible 8 1.1 Name and
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13 Profit forecasts or estimates 11
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8 PERSON RESPONSIBLE
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1 PERSON RESPONSIBLE 1.1 Name and t
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2.1 Auditors 13 2.2 Resignation or
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14 SELECTED FINANCIAL INFORMATION
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3 GROUP KEY FIGURES (UNDER CURRENT
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4.1 Risk related to the business en
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claims or surrenders of policies th
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B. Life reinsurance The main catego
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statutory reserve requirements or h
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B. SCOR is exposed to Guaranteed Mi
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4.1.9 FINANCIAL RATINGS PLAY AN IMP
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and amortization expenses related t
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F. Deposits with custodians As part
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4.2.2 SCOR FACES RISKS RELATED TO I
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Details of intangible assets, relat
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4.4.2 INCONSISTENT APPLICATION OF E
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See “Appendix B - II. Internal co
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5.1 History and development of the
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proportion of the voting rights hel
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Gerling Global Re Group, which deve
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5.2 Investments 5.2.1 PRINCIPAL INV
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6.1 Primary activities 53 6.2 Princ
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The targets of the strategic plan a
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B. Proportional and non-proportiona
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payment of commercial debts. Surety
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Long-Term Care Long-Term Care (“L
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with local lines of business and po
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transfer solutions (e.g., catastrop
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Retrocession procedures are central
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The portion invested in fixed incom
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6.2 Principal markets SCOR is chara
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On 6 March 2010, STOXX announced SC
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The premiums up for renewal, which
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75 ORGANIZATIONAL STRUCTURE
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E U R O P E 7 ORGANIZATIONAL STRUCT
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7.1.1.2 Project "New SCOR" In conne
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7.2 List of issuer’s significant
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8.1 Major existing or planned prope
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86 OPERATING AND FINANCIAL REVIEW
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9 OPERATING AND FINANCIAL REVIEW Th
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year ended 31 December 2012 down fr
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In 2011, SCOR was affected by the f
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31 March 2014. This transaction suc
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Net investment income and investmen
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IFRS classification In EUR million
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Combined ratio For detailed calcula
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10.1 Capital 103 10.2 Cash flow 103
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FINANCIAL LEVERAGE As at 31 Decembe
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11.1 Research and development activ
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studies and publications produced o
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12.1 Most significant trends in pro
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SCOR Global Life expects business o
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114 PROFIT FORECASTS OR ESTIMATES
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116 ADMINISTRATIVE AND MANAGEMENT B
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14 ADMINISTRATIVE AND MANAGEMENT BO
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Name Date of Birth Other principal
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Clariden Leu and from 10 January 20
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Name Age Current Position Executive
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of Alea Europe from 1999 to 2006, w
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134 REMUNERATION AND BENEFITS
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15 REMUNERATION AND BENEFITS 15.1 A
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and analysts; deepening of the empl
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Subscription and share purchase opt
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Year 2011 Year 2010 Premium/ Gross
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144 BOARD PRATICES
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16 BOARD PRATICES 16.1 Date of expi
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148 EMPLOYEES
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17 EMPLOYEES 17.1 Number of employe
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17.2.2 STOCK OPTIONS HELD BY THE ME
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Options exercised Number of stock o
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Plan Share award rights Price per s
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180 of the Commercial Code, options
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(5) Absolute appliance of Group’s
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The following table shows the free
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Shareholders meeting and Company's
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and, for the not tax resident of Fr
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17.4.2 DEFINED BENEFITS PENSION SCH
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18.1 Significant shareholders known
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Distribution of capital (number of
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On 4 July 2012, Alecta Pensionsför
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19.1 Related party transactions 177
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Amendment #7 to the retrocession ag
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The Board of Directors of SCOR SE,
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absorption of its wholly owned subs
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to the Facility Agreement granted/w
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adjusted on the date of departure b
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188 FINANCIAL INFORMATION CONCERNIN
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20 FINANCIAL INFORMATION CONCERNING
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LIABILITIES AS AT 31 DECEMBER In EU
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20.1.3 CONSOLIDATED STATEMENTS OF C
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20.1.5 CONSOLIDATED STATEMENTS OF C
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20.1.6 NOTES TO THE CONSOLIDATED FI
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• Amendments to IAS 19 - Employee
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Intangible assets The cost of intan
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(e) Cash and cash equivalents Cash
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Impairment of financial assets At e
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available and the reserves are adju
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Shadow accounting For the measureme
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together with actuarial assumptions
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The following table sets forth the
Page 216 and 217: CASH FLOWS BY SEGMENT The cash flow
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Page 220 and 221: PRO FORMA STATEMENT OF INCOME 2011
Page 222 and 223: 2009 In EUR million (1) Provisional
Page 224 and 225: The Group conducted its annual asse
Page 226 and 227: 20.1.6.6 NOTE 6 - INSURANCE BUSINES
Page 228 and 229: (B) MOVEMENTS IN LEVEL 3 FINANCIAL
Page 230 and 231: Financial lease contracts The Group
Page 232 and 233: At 31 December 2012 and 2011, the u
Page 234 and 235: MORTALITY SWAPS On 1 January 2008,
Page 236 and 237: 20.1.6.10 NOTE 10 - ASSUMED AND CED
Page 238 and 239: Issued share capital The number of
Page 240 and 241: CAPITAL MANAGEMENT POLICY, OBJECTIV
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Page 244 and 245: SCOR has entered into a cross-curre
Page 246 and 247: SCOR Global P&C The table below sho
Page 248 and 249: The table below is a reconciliation
Page 250 and 251: (C) SHARE OF RETROCESSIONAIRES IN C
Page 252 and 253: (c) Defined benefits pension cost 2
Page 254 and 255: The following table summarizes the
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Page 260 and 261: In 2010 the tax rate change impact
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Page 268 and 269: SIGNIFICANT SUBSIDIARIES, INVESTMEN
Page 270 and 271: 20.1.6.25 NOTE 25 - COMMITMENTS REC
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Page 274 and 275: (iv) Pandemic In Life reinsurance,
Page 276 and 277: Different types of GMDBs are covere
Page 278 and 279: (b) Receivables from retrocessionai
Page 280 and 281: (i) Default of pool members SCOR pa
Page 282 and 283: Additional information on the timin
Page 284 and 285: On the other hand, an increase in i
Page 286 and 287: The market sensitivities of the Gro
Page 288 and 289: 20.2 Auditing of historical consoli
Page 290 and 291: Other information audited by the le
Page 292 and 293: 21.1 Share capital 293 21.2 Charter
Page 294 and 295: Directors of SCOR SE decided on 28
Page 296 and 297: Number initially authorized (date o
Page 298 and 299: Objective 1. Stimulation of the sec
Page 300 and 301: 21.1.7 HISTORY OF THE COMPANY’S S
Page 302 and 303: Board of Directors’ borrowing pow
Page 304 and 305: maintained by BNP on our behalf. Ea
Page 306 and 307: Proxies may be granted by a shareho
Page 308 and 309: Shareholders’ Meeting that may ta
Page 310 and 311: 22 MATERIAL CONTRACTS None. 310
Page 312 and 313: 23.1 Expert’s report 313 23.2 Inf
Page 314 and 315: 314 DOCUMENTS ON DISPLAY
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316 INFORMATION ON HOLDINGS
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318 NON FINANCIAL INFORMATION
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320 FEES PAID BY THE GROUP TO THE A
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322 PUBLISHED INFORMATION
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28 PUBLISHED INFORMATION 28.1 Infor
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Date Subject Marchés Financiers 27
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328
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1.1 Significant events of the year
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1.2 Balance sheet 1.2.1 BALANCE SHE
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1.3 Income statement In EUR million
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In EUR million NON-UNDERWRITING ACC
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1.5 NOTES TO THE CORPORATE FINANCIA
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1.7 RECORDING OF REINSURANCE TRANSA
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1.12 FINANCIAL INSTRUMENTS RECEIVED
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Name Original currency Share capita
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NOTE 4 - TRANSACTIONS WITH SUBSIDIA
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(b) Financial liabilities • Initi
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• EUR 44 million in reserves for
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NOTE 10 - ANALYSIS OF GENERAL EXPEN
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Number of which to Group directors
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NOTE 15 - ANALYSIS OF COMMITMENTS G
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Appeal of Versailles. On the basis
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aforementioned notes is appropriate
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362 APPENDIX B: REPORT OF THE CHAIR
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APPENDIX B: REPORT OF THE CHAIRMAN
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Pursuant to the Internal Charter, t
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Lastly, Directors are required to i
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The Audit Committee is composed of
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Every year, the conditions of remun
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Moreover, the Chairman and Chief Ex
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The Group SCOR consists of the pare
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Within this environment, control re
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organization, training sessions tar
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For SCOR Global Life: - an internal
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(D) INFORMATION AND COMMUNICATION
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• enhanced audit trail. The initi
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Other information We confirm that t
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APPENDIX C: GLOSSARY* *This glossar
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D DECENNIAL INSURANCE Decennial ins
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M MARINE AND AVIATION INSURANCE ALS
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RETROCESSION Transaction in which t
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elevant at the date of acquisition.
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1 Operating and financial review of
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1.2 Operating results of SCOR SE du
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3.2 Group social indicators 3.2.1 D
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As a global company organised into
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3.2.10 Distribution by age Indicato
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in cooperation with the company doc
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- The items pertain to the entire G
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• Two approaches have been develo
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POLLUTION AND WASTE MANAGEMENT Info
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BIODIVERSITY PROTECTION formation r
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The Group’s French subsidiaries a
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5.5 OTHER ACTIONS TAKEN IN SUPPORT
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7 STATUTORY AUDITORS’REPORT ON TH
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426 APPENDIX E: CROSS REFERENCE TAB
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European Company With a share capit
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4.4 Legal risk - Scor

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