The 2015 Financial Statements are the first to incorporate the provisions of Swiss accounting law (Title 32 of the Swiss Code of Obligations). The previous year’s balance sheet and income statement have been amended accordingly to ensure comparability. Treasury shares in particular are now represented as a negative value in equity. The reserve for treasury shares has been accordingly released. The valuation method for participations has also been adapted to the new Code of Obligations. With the introduction of new provisions, participations have been revalued by CHF 41 million. This adaptation is contained in the position “Unrealised gain/loss of capital assets”. Swiss Life Holding’s Financial Statements are presented in millions of Swiss francs (CHF), which is the presentation currency. Figures may not add up exactly due to rounding.
Explanations on the balance sheet and statement of income
|Swiss Life Ltd, Zürich||CHF||587 350||100.00%||CHF||587 350||100.00%|
|Swiss Life Deutschland Holding GmbH, Hannover||EUR||25||100.00%||EUR||25||100.00%|
|Swiss Life Intellectual Property Management AG, Zürich||CHF||250||100.00%||CHF||250||100.00%|
|Swiss Life International Holding AG, Zürich||CHF||1 000||100.00%||CHF||1 000||100.00%|
|Swiss Life Investment Management Holding AG, Zürich||CHF||50 000||100.00%||CHF||50 000||100.00%|
|Swiss Life Schweiz Holding AG, Zürich||CHF||250||100.00%||CHF||250||100.00%|
Loans to Group companies CHF 556 million of the loans to Group companies is classified as subordinated.
Major shareholders The following shareholders hold over 5% of Swiss Life Holding’s share capital.
|As % of total share capital|
|Deutsche Bank AG||5.35%||5.35%|
Share capital As at 31 December 2015, the share capital of Swiss Life Holding consisted of 32 081 054 fullypaid shares with a par value of CHF 5.10 each. In exercising voting rights, no shareholder can collect more than 10% of the total share capital directly or indirectly in respect of his own shares and those he represents. As at 31 December 2014, Swiss Life Holding had 32 081 054 registered shares outstanding with a par value of CHF 5.10 per share. Conditional share capital was CHF 30 600 000.00 as at 31 December 2015 (2014: 30 600 000.00).
Statutory capital reserve The statutory capital reserve consists of the reserve from capital contribution reserves of CHF 862 million. Following the distribution of CHF 6.50 per share, the capital contribution reserve was reduced by CHF 207 million during the year under review from CHF 1070 million to CHF 862 million as at 31 December 2015. Of this amount CHF 691 million is recognised by the Federal Tax Administration, while the legal qualification of CHF 171 million is still open and is to be reassessed according to future legal developments.
Statutory retained earnings Statutory retained earnings comprise the general reserves.
Free reserves Dieser Posten umfasst kumulierte Gewinnreserven, welche nicht an die Aktionäre ausgeschüttet wurden.
Issue of a convertible bond in 2013 On 2 December 2013, Swiss Life Holding launched a bond issue in the amount of CHF 500 million with a coupon of 0%, due in 2020. The bonds may be converted into registered Swiss Life Holding shares. The conversion price is set at CHF 240.70.
In 2015 no convertible bonds were converted into Swiss Life Holding shares.
Issue of two senior bonds in 2013 Two senior bonds for a total amount of CHF 425 million were issued on 21 June 2013, split into a tranche of CHF 225 million with a tenor of six years until 2019 (coupon of 1.125%) and a tranche of CHF 200 million with a tenor of ten years until 2023 (coupon of 1.875%).
Treasury shares In the year under review the companies in the Swiss Life Group purchased a total of 158 001 Swiss Life Holding shares at an average price of CHF 219.76. No shares were sold in the same period. As at 31 December 2015, the Swiss Life Group held 254 495 treasury shares.
Contingencies Swiss Life Holding acts as warrantor for all Swiss Life Ltd liabilities with regard to the various tranches of the subordinated perpetual step-up loans (hybrid debt), which amounted to an equivalent value of CHF 3730 million at the balance sheet date.
Swiss Life Holding further provides capital guarantees for a maximum net asset value of CHF 1100 million to Swiss Life Ltd, CHF 150 million to Swiss Life Funds, CHF 185 million to Swiss Life Products, CHF 7 million to Swiss Life Liechtenstein and CHF 7 million to Corpus Sireo.
In addition, Swiss Life Holding grants a line of credit in the amount of CHF 16 million to Swiss Life Products, a line of credit in the amount of CHF 6 million to Swiss Life Schweiz Holding and a line of credit in the amount of CHF 83 million to Corpus Sireo.
Financial assets pledged as collateral In the year under review, Swiss Life Holding pledged no liquid assets as margin cover for currency forward transactions.
Statement of changes in equity for the years ended 31 December
|In CHF million|
|Balance as at 1 January||164||164|
|TOTAL SHARE CAPITAL||164||164|
|STATUTORY CAPITAL RESERVE|
|Balance as at 1 January||1 070||1 246|
|Distribution of profit from the capital contribution reserve||-207||-176|
|TOTAL STATUTORY CAPITAL RESERVE||862||1 070|
|STATUTORY RETAINED EARNINGS|
|Balance as at 1 January||32||32|
|Total general reserves||32||32|
|TOTAL STATUTORY RETAINED EARNINGS||32||32|
|VOLUNTARY RETAINED EARNINGS|
|Balance as at 1 January||3 214||3 098|
|Allocation to free reserves||259||90|
|Release of reserve for treasury shares||-||26|
|Total free reserves||3 473||3 214|
|Profit shown in the balance sheet|
|Balance as at 1 January||259||91|
|Allocation to free reserves||-259||-90|
|Total profit shown in the balance sheet||349||259|
|TOTAL VOLUNTARY RETAINED EARNINGS||3 822||3 473|
|OWN CAPITAL SHARES|
|Balance as at 1 January||-31||-26|
|Change in own capital shares||-18||-5|
|TOTAL OWN CAPITAL SHARES||-49||-31|
|TOTAL EQUITY||4 832||4 708|
As a result of the adaptation to new provisions of the Code of Obligations, treasury shares are now represented as a negative value in equity capital. A reserve for treasury shares is thus now only to be created if other Group companies hold treasury shares. Since no other Group companies hold treasury shares, the reserve for treasury shares has been accordingly released to free reserves.
Number of full-time positions The number of full-time positions is not above 50 employees on average over the year.Events after the Reporting Period
On 2 March 2016, Swiss Life Ltd issued a perpetual subordinated bond for CHF 450 million with an initial optional call date in September 2021 and a subordinated bond for CHF 150 million maturing in 2046 with an initial optional call date in September 2026. Both bonds are guaranteed by Swiss Life Holding Ltd on a subordinated basis.Disclosure of compensation to the Board of Directors and the Corporate Executive Board in accordance with Art. 663bbis of the Swiss Code of Obligations (CO) and Art. 14–16 of the Federal Ordinance against Excessive Compensation in Listed Stock Companies, and disclosure of the shareholdings of members of the Board of Directors and the Corporate Executive Board in accordance with Art. 663c of the CO
Compensation in 2015 The Board of Directors is responsible for drawing up a written compensation report each year to include the information required by Articles 14–16 of the Federal Ordinance against Excessive Compensation in Listed Stock Companies (Compensation Ordinance). This compensation report supersedes the details in the notes to the balance sheet according to Art. 663bbis CO. Swiss Life’s compensation report for the 2015 financial year is provided on this page.
The following tables contain information on the share ownership and participation rights of members of the Board of Directors and the Corporate Executive Board in accordance with Art. 663c CO.
Board of Directors
|Rolf Dörig, Chairman of the Board of Directors||38 850|
|Gerold Bührer||6 740|
|Frank Schnewlin||4 393|
|Adrienne Corboud Fumagalli||302|
|Damir Filipovic||1 285|
|Frank W. Keuper||522|
|Henry Peter||8 258|
|Franziska Tschudi Sauber||2 739|
|TOTAL BOARD OF DIRECTORS||64 955|
Corporate Executive Board
|Patrick Frost, Group CEO||14 130|
|Thomas Buess||14 854|
|Ivo Furrer||2 000|
|Markus Leibundgut||1 420|
|Charles Relecom||3 130|
|TOTAL CORPORATE EXECUTIVE BOARD||36 334|
Share Units (RSUs)
|Patrick Frost, Group CEO||9 218|
|Thomas Buess||7 148|
|Nils Frowein||5 942|
|Ivo Furrer||7 148|
|Markus Leibundgut||4 946|
|Stefan Mächler||1 591|
|Charles Relecom||5 694|
|TOTAL CORPORATE EXECUTIVE BOARD||41 687|
|1 Total number of RSUs allocated in the years 2013, 2014 and 2015 in connection with the relevant equity compensation plan. The RSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are met at that point.|
Share ownership/participation rights as at 31 December 2014 As at 31 December 2014, acting members of the Board of Directors and the Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding shares in the form of Restricted Share Units (RSUs).
Board of Directors
|Rolf Dörig, Chairman of the Board of Directors||37 308|
|Gerold Bührer||6 289|
|Frank Schnewlin||3 942|
|Adrienne Corboud Fumagalli||134|
|Damir Filipovic||1 117|
|Frank W. Keuper||354|
|Henry Peter||7 052|
|Franziska Tschudi Sauber||2 571|
|TOTAL BOARD OF DIRECTORS||60 129|
Corporate Executive Board
|Patrick Frost, Group CEO||10 000|
|Thomas Buess||10 874|
|Ivo Furrer||1 300|
|Charles Relecom||1 410|
|TOTAL CORPORATE EXECUTIVE BOARD||24 584|
Share Units (RSU)
|Patrick Frost, Group CEO||9 704|
|Thomas Buess||8 869|
|Ivo Furrer||8 869|
|Markus Leibundgut||5 044|
|Charles Relecom||7 201|
|TOTAL CORPORATE EXECUTIVE BOARD||39 687|
|1 Total number of RSUs allocated in the years 2012, 2013 and 2014 in connection with the relevant equity compensation plan. The RSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are met at that point.|