Strategy

The Strategy Committee mission is to study the Group’s development strategies and to examine any acquisition or disposal plan concerning an amount in excess of EUR 100 million.

The Committee is composed of Denis Kessler, Chairman, Gérard Andreck, Georges Chodron de Courcel (Non-Voting Director), Peter Eckert, Charles Gave, Daniel Lebègue, Monica Mondardini, Guillaume Sarkozy (as a representative of Groupe Malakoff Médéric), Guylaine Saucier, Jean-Claude Seys, Claude Tendil and Daniel Valot, appointed by the Board of Directors and selected among the members of Voting and Non-Voting Directors. The term of their mandates coincides with their term of office on the Board of Directors.

The Committee's task is to study the Group's development strategies and examine any acquisition or disposal project worth more than EUR 100 million. The Chairman of the Committee may convene any individual likely to provide relevant information for a clear understanding of an element of the discussion at hand; the presence and information provided by this individual being limited to the relevant items on the agenda. The Chairman of the Strategy Committee must exclude the non-independent members of the Committee from the review of discussions that could create an ethical problem or a conflict of interest. In 2009, the Strategy Committee met on five occasions. Its works dealt with the whole strategy of the Group and, in particular, the review of acquisition plans.

 

Audit

The Audit Committee is composed of Daniel Lebègue, Chairman, Guylaine Saucier, Jean-Claude Seys and Daniel Valot. All its members are independent. According to its Internal Regulations, the Committee comprises between three and five members appointed by the Board of Directors of the Company and selected among the members of Voting and Non-Voting Directors and, in compliance with the AFEP and MEDEF corporate governance code of listed corporations of December 2008, it is composed of a majority of independent Directors. The term of their mandates coincides with their term of office on the Board of Directors. Due to their past experience and the duties that they held during their career, each member of the Committee has a high level of competence in financial matters.
The Committee is responsible for reviewing the financial situation of the Group and its compliance with internal policies, in addition to audits and reviews carried out by the auditors and by the internal control unit. It ensures the quality and transparency of the Group’s financial statements.

The Audit Committee has adopted a set of Internal Regulations, setting forth two imperative missions:

• Accounting mission, including the analysis of periodic financial documents, the review of the relevance of choices and the correct application of accounting methods, the review of the accounting treatment of any material transaction, review of the scope of consolidation, review of off-balance sheet commitments, control of the selection and remuneration of statutory auditors, overview of any accounting and financial reporting documents before they are made public;

• Ethical and internal control responsibilities. In this context, the Audit Committee is responsible for ensuring that internal procedures relating to the collection and auditing of data guarantee the quality and reliability of SCOR’s financial statements. The Audit Committee is also in charge of reviewing agreements with related parties (“conventions réglementées”), analysing and responding to questions from employees with regard to internal controls, preparing financial statements and processing internal accounting books and records.

The Committee may consult the Group’s Chief Financial and Accounting Officer, the Chief Internal Auditor and external auditors on these issues. During the financial year 2009, it consulted the auditors and the Group Chief Financial Officer during the review of the financial statements. It also consulted the Chief of Internal Control. The review of the financial statements was accompanied by a presentation made by the auditors underlying the major results of their works, as well as a presentation made by the Group Chief Financial Officer describing the Company's risk exposure and material off-balance sheet liabilities.

The Chairman of the Committee may convene any individual likely to provide relevant information for a clear understanding of a given point; the presence and information provided by this individual being limited to the relevant items on the agenda. The Internal Regulations of SCOR’s Audit Committee were approved by the Board of Directors of the Company on 18 March 2005. During its seven meetings in 2009, the Audit Committee's discussions focused primarily on the following matters: review of the quarterly and annual financial statements, management of the Group’s debt, impact of the financial crisis upon the Group’s assets, strategic plan, embedded value, impact of litigations on the financial statements.

Compensation and Nomination

The Compensation and Nomination Committee members are Claude Tendil, Chairman, Georges Chodron de Courcel (Non-Voting Director), Charles Gave, Guylaine Saucier and Daniel Valot.
According to its Internal Regulations, the Committee is composed of between three and five members appointed by the Board of Directors of the Company and chosen among the members of Voting and Non-Voting Directors. The term of their mandate coincides with their term of office on the Board of Directors or Non-Voting Director. All the Committee's members are independent.

The Committee submits recommendations concerning compensation packages for the corporate officers and members of the Group's Executive Committee (‘COMEX’), along with recommendations concerning pensions, stock allotment plans and stock option plans to the Board. It also makes proposals concerning the composition and organisation of the Board of Directors of the Company and its Committees. Its missions are described in the Internal Regulations.

The Committee met four times in 2009. Its work dealt with stock allotment and subscription plans, the modalities of remuneration of the Chairman and Chief Executive Officer and other members of the Executive Committee of the Group. The Committee focused on the renewal and composition of the Board of Directors. It also worked on the general organisation and on the succession plans of the Group's key officers.

Risk

The Risk Committee members are Peter Eckert, Chairman, Charles Gave, Daniel Lebègue, Guillaume Sarkozy (as a representative of Groupe Malakoff Médéric), Guylaine Saucier, Jean-Claude Seys and Daniel Valot.
All its members are independent. The Committee is responsible for highlighting the main risks to which the Group is exposed in terms of both assets and liabilities and for ensuring that the means put in place to monitor and manage those risks have been effectively implemented. It examines the Group’s risks and the Group’s ‘Enterprise Risk Management’ (ERM) policy.

The Committee met five times in 2009, primarily to discuss the following matters:

• analysis of the main exposures of the Group (in particular the risk of pandemics),
• risk appetite,
• retrocession policy and coverage,
• solvency and contemplated Solvency II issues,
• internal model of assets and liabilities and capital allocation management,
• standards and guidelines for asset management,
• internal control and Directors’ and Officers’ liability insurance.

During its meeting held on 2 November 2009, the Committee adopted a new charter governing its missions and its functioning.