4.4 Legal risk - Scor

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1 Operating and financial review of SCOR SE 401 1.1 Year 2011 401 1.2 Operating results of SCOR SE during the last financial years 402 2 Fluctuation of SCOR SE quotation throughout 2011 403 3 Social impact of SCOR’s activities 403 3.1 Presentation 403 3.2 Group social indicators 404 3.3 Additional information 408 4 Environmental impact of SCOR’s activity 413 5 information related to social commitments in support of sustainable development 419 6 Additional information relating to the management report of the Company and the Group – Table of compliance 423 7 Review report by statutory auditors on a selection of social corporate citizenship and environmental indicators 424 400
APPENDIX D: TO THE REGISTRATION DOCUMENT: MANAGEMENT REPORT In accordance with the AMF Guide d’élaboration des documents de référence up-dated as at 20 December 2010, statements and information pertaining to the management report on the Company’s and on the Group’s activities in 2012, as approved by the Board of Directors on 5 March 2013 (the “Report”), are included and presented in the Registration Document 2012 which will be submitted as such to the Shareholders’ Meeting convened to approve the financial statements of the financial year ended on 31 December 2012. Therefore, the Registration Document’s sections referred to in the table of compliance set forth under Section 4 hereafter, are fully incorporated to this Report of which they are deemed to be an integral part. Statements and information relating: • to the resolutions submitted to the Shareholders’ Meeting, pursuant to the provisions of Articles R.225-83, 4° of the French Commercial Code; • to the 2012 stock-option plans and stock purchase plans; and • to the 2012 free shares allocation plans, are presented in separate reports of the Board of Directors. 1 OPERATING AND FINANCIAL REVIEW OF SCOR SE 1.1 Year 2012 1.1.1 OPERATING AND FINANCIAL REVIEW OF SCOR SE IN 2012 The balance sheet of SCOR SE as at 31 December 2012 amounts to EUR 7,533,153,877 compared to EUR 7,526,177,627 at the end of 2011. The total of financial assets of SCOR SE is EUR 4,938,055,101. The shareholders' equity of SCOR SE is amounting to EUR 2,632,100,751 and other equities are amounting to EUR 1,067,244,882. The debts amounted to EUR 495,689,375 including other loans of EUR 351,843,601. The net amount of reinsurance reserves rose to EUR 3,269,186,299. The reinsurance result of SCOR SE as at 31 December 2012 is EUR 79,026,569 while the financial result is EUR 195, 389,316. SCOR SE’s net income reached EUR 208,192,213 in 2012. For additional information on the operating and financial situation of SCOR SE and its subsidiaries, as well as on their activities’ development in 2012, please refer to Section 9, Section 20 and Appendix A of the Registration Document. 1.1.2 ADDITIONAL INFORMATION Liabilities due to suppliers 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. Total amount of exceptional expenditures Pursuant to Article 223 quarter of the French General Tax Code, we remind you that the amount of the expenses and charges referred to in Article 39.4 of said Code totals EUR 108,369 for the previous fiscal year 2012 and the amount of taxation borne by the Company due to the non-deductibility of such charges should amount to a total of EUR 39,121. Reintegration of general expenditures None of the expenses referred to in paragraph 5 of Article 39 of the French General Tax Code are considered as nondeductible for tax income 2012. 401
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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
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CASH FLOWS BY SEGMENT The cash flow
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SCOR recognised the redemption rece
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PRO FORMA STATEMENT OF INCOME 2011
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2009 In EUR million (1) Provisional
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The Group conducted its annual asse
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20.1.6.6 NOTE 6 - INSURANCE BUSINES
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(B) MOVEMENTS IN LEVEL 3 FINANCIAL
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Financial lease contracts The Group
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At 31 December 2012 and 2011, the u
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MORTALITY SWAPS On 1 January 2008,
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20.1.6.10 NOTE 10 - ASSUMED AND CED
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Issued share capital The number of
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CAPITAL MANAGEMENT POLICY, OBJECTIV
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Share-based payments The caption
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SCOR has entered into a cross-curre
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SCOR Global P&C The table below sho
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The table below is a reconciliation
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(C) SHARE OF RETROCESSIONAIRES IN C
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(c) Defined benefits pension cost 2
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The following table summarizes the
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The table below presents the change
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The performance conditions will be
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In 2010 the tax rate change impact
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Applying the deferred tax netting m
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These expenses are further allocate
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In the event of termination of the
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SIGNIFICANT SUBSIDIARIES, INVESTMEN
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20.1.6.25 NOTE 25 - COMMITMENTS REC
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and documented before the pricing i
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(iv) Pandemic In Life reinsurance,
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Different types of GMDBs are covere
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(b) Receivables from retrocessionai
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(i) Default of pool members SCOR pa
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Additional information on the timin
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On the other hand, an increase in i
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The market sensitivities of the Gro
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20.2 Auditing of historical consoli
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Other information audited by the le
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21.1 Share capital 293 21.2 Charter
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Directors of SCOR SE decided on 28
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Number initially authorized (date o
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Objective 1. Stimulation of the sec
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21.1.7 HISTORY OF THE COMPANY’S S
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Board of Directors’ borrowing pow
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maintained by BNP on our behalf. Ea
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Proxies may be granted by a shareho
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Shareholders’ Meeting that may ta
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22 MATERIAL CONTRACTS None. 310
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23.1 Expert’s report 313 23.2 Inf
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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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Page 362 and 363: 362 APPENDIX B: REPORT OF THE CHAIR
Page 364 and 365: APPENDIX B: REPORT OF THE CHAIRMAN
Page 366 and 367: Pursuant to the Internal Charter, t
Page 368 and 369: Lastly, Directors are required to i
Page 370 and 371: The Audit Committee is composed of
Page 372 and 373: Every year, the conditions of remun
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Page 376 and 377: The Group SCOR consists of the pare
Page 378 and 379: Within this environment, control re
Page 380 and 381: organization, training sessions tar
Page 382 and 383: For SCOR Global Life: - an internal
Page 384 and 385: (D) INFORMATION AND COMMUNICATION
Page 386 and 387: • enhanced audit trail. The initi
Page 388 and 389: Other information We confirm that t
Page 390 and 391: APPENDIX C: GLOSSARY* *This glossar
Page 392 and 393: D DECENNIAL INSURANCE Decennial ins
Page 394 and 395: M MARINE AND AVIATION INSURANCE ALS
Page 396 and 397: RETROCESSION Transaction in which t
Page 398 and 399: elevant at the date of acquisition.
Page 402 and 403: 1.2 Operating results of SCOR SE du
Page 404 and 405: 3.2 Group social indicators 3.2.1 D
Page 406 and 407: As a global company organised into
Page 408 and 409: 3.2.10 Distribution by age Indicato
Page 410 and 411: in cooperation with the company doc
Page 412 and 413: - The items pertain to the entire G
Page 414 and 415: • Two approaches have been develo
Page 416 and 417: POLLUTION AND WASTE MANAGEMENT Info
Page 418 and 419: BIODIVERSITY PROTECTION formation r
Page 420 and 421: The Group’s French subsidiaries a
Page 422 and 423: 5.5 OTHER ACTIONS TAKEN IN SUPPORT
Page 424 and 425: 7 STATUTORY AUDITORS’REPORT ON TH
Page 426 and 427: 426 APPENDIX E: CROSS REFERENCE TAB
Page 428: European Company With a share capit
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