4.4 Legal risk - Scor

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13 Profit forecasts or estimates 114 14 Administrative and management bodies 116 14.1 Information on the members of the Board of Directors and Senior Management 118 14.1.1 Information concerning the members of the Board of Directors 118 14.1.2 Biographical information on members of the Board of Directors 127 14.1.3 Executive Committee 129 14.1.4 Biographical information on the members of the Executive Committee 131 14.1.5 Negative disclosures about members of the Board of Directors and Senior Management 133 14.2 Administrative, management, and supervisory bodies and Senior Management conflicts of interest 133 15 Remuneration and benefits 134 15.1 Amount of remuneration paid and benefits in-kind 136 15.1.1 Directors’ fees 136 15.1.2 Remuneration 137 15.1.3 Remuneration in the form of options and share allocation 143 15.2 Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year 2012 143 16 Board practices 144 16.1 Date of expiration of the current term of office 146 16.2 Information on service contracts of members of Administrative and senior officers 146 16.3 Information on the Accounts and Audit Committee and the compensation and nomination Committee 146 16.4 Corporate governance regime 147 17 Employees 148 17.1 Number of employees 150 17.2 Information on shareholdings and stock options or Company stock purchases by members of Administrative and Management bodies 151 17.2.1 Number of shares held by Directors and Senior managers 151 17.2.2 Stock options held by the members of the Executive Committee and other Company officers as at 31 December 2012 152 17.2.3 Free allocation of shares to Executive Committee members and other company officers as at 31 December 2012 155 17.3 Plans providing employee participation in Company 157 17.3.1 Stock options plans 157 17.3.2 Share allocation plans 159 17.3.3 Stock options plans currently in force within the Group 166 17.3.4 Employee savings plan 166 17.4 Defined pension schemes 167 17.4.1 Defined contribution pension schemes 167 17.4.2 Define benefits pension schemes 168 18 Principal shareholders 169 18.1 Significant shareholders known to SCOR 171 18.2 Negative statement as to the absence of differences between the voting rights of various shareholders 174 18.3 Direct or indirect control by one shareholder 174 18.4 Agreement which could result in a subsequent change in control 174 19 Related party transactions 175 19.1 Related party transactions 177 20 Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses 188 20.1 Historical financial information : consolidated financial statements 190 20.1.1 Consolidated balance sheets 191 20.1.2 Consolidated statements of income 193 20.1.3 Consolidated statements of comprehensive income 194 20.1.4 Consolidated statements of cash flows 195 20.1.5 Consolidated statements of changes in shareholders’ equity 196 20.1.6 Notes to the consolidated financial statements 198 20.2 Auditing of historical consolidated financial information 288 20.3 Sources of financial information not extracted from the audited Financial Statements of the issuer and indication of such absence of audit 290 20.4 Date of most recently audited financial information 290 20.5 Interim and other financial information 290 6
20.6 Dividend distribution policy 290 20.7 Litigation and arbitration procedures 290 20.8 Material change in financial or commercial situation 290 21 Additional information 293 21.1 Share capital 293 21.1.1 Amount of issued capital and additional information 293 21.1.2 Existence of non-equity shares 297 21.1.3 Number and value of directly or indirectly held treasury shares 297 21.1.4 Amount of convertible securities, exchangeable securities or securities with subscription warrants 299 21.1.5 Information about and terms of any acquisition rights and/or obligations over authorized but unissued capital or an undertaking to increase the capital 299 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 299 21.1.7 History of the Company’s share capital for the period covered by the historic financial information 300 21.2 Charter and Bylaws 301 21.2.1 Corporate purpose of the issuer (article 3 of the Bylaws) 301 21.2.2 Summary of the Bylaws and internal regulations of the Company concerning the members of its Administrative, Management and Supervisory bodies 301 21.2.3 Rights, privileges and restrictions attached to existing shares voting rights (articles 8 and 19 of the company’s bylaws) 302 21.2.4 Form, holding and transfer of ordinary shares 303 21.2.5 Actions required to modify shareholders’ rights 304 21.2.6 Conditions for calling annual shareholders’ meetings and extraordinary shareholders’ meetings (articles 8 and 19 of the Bylaws) 306 21.2.7 Provisions that could delay, defer or prevent a change in control or in the shareholding of the company 307 21.2.8 Declaration thresholds 307 21.2.9 Conditions governing modifications to the share capital (other than legal provisions) 308 22 Material contracts 309 23 Third-party information and statements by experts and declarations of any interest 311 23.1 Expert’s report 313 23.2 Information from third parties 313 24 Documents on display 314 25 Information on holdings 316 26 Non financial information 318 27 Fees paid by the Group to the Auditors 320 28 Published information 322 28.1 Information published on the Autorité des Marchés Financiers (AMF) website (www.amf-france.org) 324 28.2 Information published in the Bulletin des Annonces Légales Obligatoires (BALO) [Bulletin of required legal notices publications] (www.journal-officiel.gouv.fr/balo/index.php) 324 28.3 Information published on SCOR’s company website (www.scor.com) 325 28.4 Information published on nyse-euronext’s website (www.euronext.com) 327 28.5 Information published on the info-financières website (www.info-financière.fr/search.php.com) 327 A Unconsolidated corporate financial statements of SCOR SE 329 B Report Of The Chairman Of The Board Of Directors 362 D Glossary 389 D Management Report 389 E Cross Reference Table – Annual Financial Report 427 7
Page 2 and 3: NOTICE Certain statements contained
Page 4 and 5: 1 Person responsible 8 1.1 Name and
Page 8 and 9: 8 PERSON RESPONSIBLE
Page 10 and 11: 1 PERSON RESPONSIBLE 1.1 Name and t
Page 12 and 13: 2.1 Auditors 13 2.2 Resignation or
Page 14 and 15: 14 SELECTED FINANCIAL INFORMATION
Page 16 and 17: 3 GROUP KEY FIGURES (UNDER CURRENT
Page 18 and 19: 4.1 Risk related to the business en
Page 20 and 21: claims or surrenders of policies th
Page 22 and 23: B. Life reinsurance The main catego
Page 24 and 25: statutory reserve requirements or h
Page 26 and 27: B. SCOR is exposed to Guaranteed Mi
Page 28 and 29: 4.1.9 FINANCIAL RATINGS PLAY AN IMP
Page 30 and 31: and amortization expenses related t
Page 32 and 33: F. Deposits with custodians As part
Page 34 and 35: 4.2.2 SCOR FACES RISKS RELATED TO I
Page 36 and 37: Details of intangible assets, relat
Page 38 and 39: 4.4.2 INCONSISTENT APPLICATION OF E
Page 40 and 41: See “Appendix B - II. Internal co
Page 42 and 43: 5.1 History and development of the
Page 44 and 45: proportion of the voting rights hel
Page 46 and 47: Gerling Global Re Group, which deve
Page 48 and 49: 5.2 Investments 5.2.1 PRINCIPAL INV
Page 50 and 51: 6.1 Primary activities 53 6.2 Princ
Page 52 and 53: The targets of the strategic plan a
Page 54 and 55: 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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• 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
Page 428:
European Company With a share capit
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4.4 Legal risk - Scor

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