Baloise-Holding AG Annual Report 2006

Plain-text annual report

“ Growing with our customers” Bâloise-Holding Annual Report 2006 CONTENTS (cid:40)(cid:83)(cid:80)(cid:88)(cid:74)(cid:79)(cid:72)(cid:1)(cid:88)(cid:74)(cid:85)(cid:73)(cid:1) (cid:110) (cid:1)(cid:1)(cid:1)(cid:1)(cid:1)(cid:80)(cid:86)(cid:83)(cid:1)(cid:68)(cid:86)(cid:84)(cid:85)(cid:80)(cid:78)(cid:70)(cid:83)(cid:84)(cid:111) (cid:35)(cid:186)(cid:77)(cid:80)(cid:74)(cid:84)(cid:70)(cid:14)(cid:41)(cid:80)(cid:77)(cid:69)(cid:74)(cid:79)(cid:72) (cid:34)(cid:79)(cid:79)(cid:86)(cid:66)(cid:77)(cid:1)(cid:51)(cid:70)(cid:81)(cid:80)(cid:83)(cid:85)(cid:1)(cid:19)(cid:17)(cid:17)(cid:23) Contents Baloise at a glance The essentials in brief The Baloise’s markets The strategy of the Baloise Group To our shareholders Rolf Schäuble and Frank Schnewlin on the record result Baloise share Illustrations in the Annual Report Review of the business year “Giardino all’italiana”, a comprehensive work of art by Luciano Fabro*, photos by Barbara Graf Horka. Group Switzerland Germany Belgium and Luxembourg The Baloise strives for profitable growth – Other countries together with its customers, with whom it main- tains a partnerlike relationship. The illustrations Growing with our customers in this report symbolize this ambition: human Switzerland: Financial services provider creation blends with nature in the “Giardino Belgium: Gezinsplan all‘italiana” in front of the Baloise Asset Man- Germany: Customer retention agement building in the heart of Basel. A piece of authentic Baloise world. Sustainable business conduct Human resources: We want excellence in leadership In the mid 1990s the Baloise commissioned Ecology: Going easy on the environment the renowned Italian artist Luciano Fabro with Risk management: Risk is our business an unusual project. Fabro transformed the sur- Corporate governance: Transparency in management roundings of the Baloise’s new ofﬁ ce situat- ed on the Picassoplatz in the heart of Basel Board of Directors and management structure into a garden landscape. He called it “Giardino Board of Directors all’italiana”. In Fabro’s spatial design, the ofﬁ ce Management structure building seems to rise up out of a huge dark sur- face. Like a sea at nighttime, it reﬂ ects the stel- Management information lar constellations of the southern hemisphere. Consolidated income statement Bright inlaid marble represents the Milky Way, Consolidated balance sheet electric lights mark the positions of the stars. Business volume, premiums and combined ratio Steles made of granite stand erect on this dark Technical income statement ground, cut like in the vineyards of Giornico in Gross premiums by line of business southern Switzerland. ■ Embedded value Banking business ■* Luciano Fabro, born 1936 in Turin, lives in Investment performance Milan. He has had numerous solo exhibitions Bâloise-Holding, income statement in Europe and the USA to his name since the Bâloise-Holding, balance sheet mid 1960s. He has also published a large Bâloise-Holding, notes number of works on the theory of art and won several international prizes and awards. Addresses 1 2 4 8 12 16 20 21 22 23 26 29 30 34 38 40 42 60 61 64 66 67 68 69 70 72 73 77 78 79 83 BALOISE AT A GLANCE | THE ESSENTIALS IN BRIEF 1 +/– % 0.3 –3.5 –1.8 39.7 1.3 112.5 65.0 –17.4 86.3 75.2 5.1 3.6 13.6 Who we are The Baloise Group operates in select- ed markets of continental Europe. With around 8,000 employees, the Baloise provides comprehensive insurance and pension solutions to individuals and com- panies. To achieve sustainable and prof- itable growth, the Group focuses on high-value customers and distributors. Bâloise-Holding registered shares are included in the Swiss Market Index and traded under the symbol BALN. Highlights in 2006 ■ Record proﬁ t of CHF 707.1 million. ■ 15.3% return on equity, goal reached two years earlier than planned. ■ Net combined ratio of 94.0% thanks to a focus on target customers and opera- tional excellence. ■ Life insurance new business margin of 7.3%. ■ 39.7% growth in targeted unit-linked life insurance segment. What we want to achieve ■ Assuming ongoing favorable market conditions: return on equity of at least 15% and a combined ratio in the non- life business of well below 100%. ■ Continuous increase of earnings per share. ■ Overall business growth in line with market average. ■ Above-average growth in high-value target segments, including unit-linked The essentials in brief Business volume Gross premiums written, nonlife Gross premiums written, life Subtotal of IFRS gross premiums written1 Investment-type premiums Total business volume in CHF million Business results Nonlife proﬁ t2 Life proﬁ t2 Banking proﬁ t2 Proﬁ t of other activities / corporate business2 Consolidated proﬁ t in CHF million Balance sheet 2005 3,055.4 3,783.7 6,839.1 554.4 7,393.5 255.1 149.2 77.0 48.0 403.5 2006 3,065.1 3,651.4 6,716.5 774.7 7,491.2 542.2 246.2 63.6 89.4 707.1 Investments (including unit-linked life insurance) 56,470.1 59,357.1 44,915.9 46,521.8 4,391.3 4,986.5 10.3 100.6 100.0 5.3 5.0 15.3 90.2 94.0 7.3 4.5 2,359.7 2,627.8 225.4 12.0 217.2 15.9 Technical reserves Equity in CHF million Ratios Return on equity (RoE) Combined ratio, nonlife (gross) Combined ratio, nonlife (net) New business margin, life Investment performance in percent Embedded value, life insurance Embedded value APE (annual premium equivalent) Value of new business in CHF million Key share data Shares issued in units Consolidated proﬁ t per share in CHF Equity per share in CHF3 Closing price in CHF Market capitalization in CHF million Dividend per share in CHF4 55,307,150 55,307,150 life insurance. 7.3 79.8 76.75 4,244.8 2.2 12.9 91.0 121.80 6,736.4 3.8 76.7 14.1 58.7 58.7 72.7 ■ Focus on organic growth and targeted acquisitions in existing markets in continental Europe. 1 Premiums written and policy fees, gross 2 Before taxes and ﬁ nancing costs 3 Calculated on the basis of consolidated shareholders’ equity before minority interests and average number of outstanding shares 4 2006 based on proposal to the General Meeting Bâloise-Holding Annual Report 2006 2 BALOISE AT A GLANCE | THE BALOISE‘S MARKETS The Baloise’s markets The Baloise focuses on markets, customers, distribution channels and solutions with high value-adding potential. Customers Private individuals as well as small and Regional markets Switzerland, Germany, Belgium, Luxem- medium-sized enterprises with a favorable bourg, Austria and Croatia. risk and return proﬁ le. Selected industrial clients in Switzerland and in Germany. Switzerland In its home market of Switzerland the Baloise Germany The Baloise operates in Germany through operates under the Basler Versicherungen the Basler Versicherungen and Deutscher and Baloise Bank SoBa brands. Basler Ver- Ring units. Basler, based in Bad Homburg, sicherungen is the corporation’s biggest focuses on property insurance and offers business unit. As a ﬁ nancial services pro- ﬁ nancial security and retirement solutions vider, it focuses on comprehensive insur- for private individuals, small and medium ance and pension solutions. Its customers enterprises and selected industrial cus- are private individuals, small and medium- tomers. For distribution the Baloise main- sized enterprises and selected industrial ly relies on its own sales force and on bro- corporations. The Baloise’s own sales staff kers. forms the heart of the distribution system. Deutscher Ring in Hamburg is a pen- Additionally there are selected agents for sion and savings specialist for individuals. speciﬁ c product and customer segments The core of its offerings consists of retire- as well as brokers and the internet. Baloise ment and health-related ﬁ nancial prod- Bank SoBa positions itself as a universal ucts. Deutscher Ring is also represented bank in the Solothurn region and supple- in Slovakia and in Czech Republic. In addi- ments the Baloise’s pension product range tion to its own sales staff, Deutscher Ring in a targeted fashion with bank products works with OVB and ZEUS as agents and sold through the insurance sales force. with brokers. Baloise Asset Management AG in Basel provides various investment solutions for institutional investors. 2005 2006 2005 2006 Full-time equivalents 3,578.9 3,516.9 Full-time equivalents 2,854.4 2,830.8 Business volume in CHF million 3,865.0 3,730.4 Business volume in CHF million 2,255.3 2,305.3 Combined ratio (gross) Basler Versicherungen in percent 113.3 87.8 Combined ratio (gross) Basler Versicherungen in percent Combined ratio (gross) Deutscher Ring in percent 93.9 92.6 94.5 94.4 Bâloise-Holding Annual Report 2006 BALOISE AT A GLANCE | THE BALOISE‘S MARKETS 3 Core business Solutions in insurance and pension. As a Distribution channels Baloise sales force in conjunction with supplement to pension business: banking selected distribution partners. in Switzerland. Belgium In the Belgian market, the Baloise Group Luxembourg Baloise Assurances provides private and Austria and Croatia In Austria, Basler Versicherungen offers operates in Flanders under the Mercator business clients in the Grand Duchy with insurance and pension solutions to pri- Verzekeringen brand. Mercator sees itself a comprehensive range of insurance, pen- vate individuals and small and medium- as a trusted partner of choice for local pro- sion and asset-building products. Outside sized enterprises. The unit’s distribution fessional brokers. The company provides its home market, Baloise Luxembourg also is handled primarily by its own sales staff, a comprehensive assortment of personal sells pension and asset-building products assisted by selected brokers. Basler is a and property insurance products for indi- in various European Union countries in col- leader in its target market segment of phy- viduals and for small to medium-sized laboration with strong banking partners. sicians and medical staff. Basler Osiguran- companies. je takes a similar approach in Croatia. 2005 2006 2005 2006 2005 2006 Full-time equivalents 709.2 680.7 Full-time equivalents 119.6 128.0 Full-time equivalents 286.3 302.8 Business volume in CHF million 757.6 738.7 Business volume in CHF million 342.2 535.2 Business volume in CHF million 127.9 141.5 Combined ratio (gross) Mercator Verzekeringen in percent 94.1 92.7 Combined ratio (gross) Baloise Assurances in percent 86.8 89.7 Combined ratio (gross) Basler Österreich and Croatia 103.7 99.7 in percent Bâloise-Holding Annual Report 2006 4 BALOISE AT A GLANCE | THE STRATEGY OF THE BALOISE GROUP The strategy of the Baloise Group Everything revolves around our customers We want them to be enthusiastic about us and our services and – as a result – to be their trusted partner of choice. Thanks to such long-term relationships based on mutual beneﬁ t we are capable of sustained growth and above-average proﬁ ts. This in turn enables us to invest in the welfare of our customers, staff and investors and in securing our own future. Our primary goal is proﬁ table growth. We see our development mainly in organic growth in our preferred customer segments with high value-generating potential. In making targeted acquisitions we concentrate on developing our market position in our existing markets. In carrying out this strategy we rely strongly on our own professional skills and ability to execute. The focus is on the quality of the relationship with our stake- holders. Clients Our target clients are responsible indi- Shareholders For our shareholders we grow the value viduals and businesses who take protect- of the corporation. We strive to provide a ing their property and safeguarding their return on the capital entrusted to us that future seriously. We offer them compre- signiﬁ cantly exceeds the cost of capital. hensive solutions for all stages of life. They We maintain an income-oriented distribu- see us as service providers with a passion. tion policy. We regularly and transparent- We adjust our prices and terms to risk- ly inform our owners of the course of busi- determining characteristics, enabling us ness and implementation of our strategy. to offer a differentiated product range. Bâloise-Holding Annual Report 2006 BALOISE AT A GLANCE | THE STRATEGY OF THE BALOISE GROUP 5 Within the framework of our strategic principles, our business units and local brands bear full responsibility for their own markets. This keeps us close to the market and best able to address its needs. At the corporate level, we maintain a balanced investment policy and efﬁ ciently control risk and capital. We hold as much capital as needed to do business in a sound and ﬂ exible manner. For our major stakeholder groups, this means: Employees Capable, high-performing, loyal employ- External distribution partners Depending on the market, we conduct all The public We are a responsible member of society. ees make up the core of our skill-based or part of our business through distribu- As an insurance and pension company, we strategy. We offer them an attractive tion partners. These are as strongly com- help sustain the functioning of national en vironment with development prospects mitted to outstanding customer manage- economies, societies and enterprises every and the ability to continually expand and ment and exceptional service quality as we day. Thanks to our sizable earning power, unfold their abilities. We make purposeful are. We seek to maintain the same relation- we contribute substantially to ﬁ nancing and sustainable investments in the skills ship of trust with our distribution partners the public sector. Our sustainable corpo- of our employees. We are fair and commit- that we do with our preferred customers. rate policy makes us a reliable employer. ted to mutual partnership. In return, we expect our employees to work hard and have a sense of responsibility and a highly developed passion for the customer. We create and maintain value-generating jobs. We make responsible use of natural resources. Bâloise-Holding Annual Report 2006 TO OUR SHAREHOLDERS Rolf Schäuble and Frank Schnewlin on the record result 8 Baloise share 12 Bâloise-Holding Annual Report 2006 8 TO OUR SHAREHOLDERS | ROLF SCHÄUBLE AND FRANK SCHNEWLIN ON THE RECORD RESULT Chairman of the Board Rolf Schäuble (left) and CEO Frank Schnewlin. “Operationally strong, record results, ﬁ t for the future” Chairman of the Board Rolf Did you reach your goals in 2006? Schäuble and CEO Frank Schnewlin take satisfaction in record earnings of CHF 707 million. The Baloise is ﬁ t for the future. R O L F S C H Ä U B L E : The record results speak for themselves. Our performance was well above our own expectations. We have increased proﬁ t signiﬁ cantly every year since 2002. We are operationally strong, have just achieved record earnings and look forward to the future. This is something we can be proud of. And we are ﬁ lled with gratitude toward our customers, distribution partners, employees and investors. F R A N K S C H N E W L I N : We have kept our promises. We even achieved our target return on equity of 15% two years earlier than planned. Likewise the goal of keeping our combined ratio under 100%. Admittedly the circumstances have helped by the absence of natural disasters and major claims. But most of it we accomplished ourselves. We have also real- ized our policy of adjusting our equity investments, which are comparatively high in the industry, to developments on the capital market, and so further boosted our earnings. We generated signiﬁ cant capital gains last year without reducing our allocation to equities. And ﬁ nally, we have grown both in the target customer segments and in unit-linked life insurance. Bâloise-Holding Annual Report 2006 TO OUR SHAREHOLDERS | ROLF SCHÄUBLE AND FRANK SCHNEWLIN ON THE RECORD RESULT 9 What were the highlights of the past year? R O L F S C H Ä U B L E : Our fantastic earnings are the reward for our ongoing development work. We have been systematic in promoting operational excellence and focusing on risk-aware clients. Now these efforts progressively paid off in 2006. These decisive advances are the real highlights. F R A N K S C H N E W L I N : We focused closely on operational excellence, on mastering target customer management and on capturing new target segments. We largely developed and built up these capabilities ourselves. There is a great deal of experience behind what we are able to do today in sales management driven by customer value, target risk selection, pricing and claims handling – skills we developed through numerous real- world trials and tests that can’t simply be copied. In Luxembourg, for example, we applied scoring methods to launch a successful motor vehicle insurance solution with pricing cor- responding to new risk groups. The new capabilities are a sign that everyone in the corpo- ration is learning from the experience and strengths of the individual units. This is some- thing we will continue to pursue, so that we can further improve our operational margin relative to the market. “ The key advances in target customer management are the real success story.” You have achieved the best earnings result and highest return on equity in the history of the Baloise. What are these achievements worth? R O L F S C H Ä U B L E : Our aim is and remains to make our income structure as sustainable as possible. We want to remain predictable for our partners. We are convinced that we will continue to be able to achieve high proﬁ t growth in the years to come, because our earnings are substantially based on operating performance in our core business. Our suc- cess makes us proud and happy, but not blind. We can also see that factors we have only limited control over played some role in our record earnings – primarily claims levels and the capital markets. F R A N K S C H N E W L I N : We have always believed in our own power to move things in the right direction. We will continue to do so in the future and will maintain our commitment to oper- ational excellence, anchor target customer management even more ﬁ rmly and develop new target segments for proﬁ table growth. I am convinced that there is great potential in this. It will secure more advances in income in comparison with the market and make us less dependent on economic cycles. As our proﬁ ts have steadily grown, we have continually shored up our balance sheet. Today this puts us in a situation where we can largely ﬁ nance our own future expansion. You started a three-year share buyback program in 2006. Why? R O L F S C H Ä U B L E : We only hold as much capital as we need for our business activities. We return surplus capital to our shareholders, because they know best what they want to do with it. Of course we also have the opportunity to put capital into expanding our business instead of into buybacks, especially by investing in acquisitions. This is some- thing we regularly consider. But acquisitions must be of value so that the money is always working in the shareholders’ interest. If this is not the case, then the share buyback remains the best alternative. Bâloise-Holding Annual Report 2006 10 TO OUR SHAREHOLDERS | ROLF SCHÄUBLE AND FRANK SCHNEWLIN ON THE RECORD RESULT Actual growth was rather moderate. F R A N K S C H N E W L I N : The environment was challenging, and we did manage 1.3% growth. In the nonlife business, intense competition is making it difﬁ cult right now to create growth that generates value. Our principle of earnings before growth naturally limits prospects for growth. In traditional life insurance, we’re not seeing much action due to low interest rates. Unit-linked products, on the other hand, have a future. We grew nearly 40% in this area and made some targeted acquisitions, like Moneymaxx in Germany and, most recently, Winterthur-Europe Vie in Luxembourg in January 2007. Our Austria and Luxembourg units also saw strong growth. Where are you headed in terms of growth? F R A N K S C H N E W L I N : Our focus is on proﬁ table growth. Organically, we are concentrating on those target segments and business areas where we can generate exceptional value. Growth in unit-linked life insurance, for example, is a priority. These products offer custom- ers attractive retirement and investment solutions. For ourselves, we can achieve good returns with a minimum of capital. We see considerable further potential in this sector. We are also building new ﬁ elds of business in eastern and southeastern Europe along with new customer, distribution and product segments in our existing markets with the aim of securing proﬁ table growth. And ﬁ nally, we are also growing through targeted acquisitions. Are there additional areas where action is needed? F R A N K S C H N E W L I N : Action is needed in controlling costs. Our declared goal is to steadily reduce our unit costs over the next few years by further optimizing our business processes and exploiting cross-border synergies, for example in IT. “ Acquisitions are an integral part of our strategy.” What role will the Baloise play on the European insurance landscape in ﬁ ve years? R O L F S C H Ä U B L E : The Baloise has proved that it can be very successful as a mid-sized insurer with a selective presence in Europe based on strict value generation criteria. We will continue along this path. As a “consolidation player” we will carefully observe market developments and expand in a targeted fashion when we see good opportunities. That‘s what we did when we acquired Securitas in Germany in 2003, Moneymaxx in 2005, and now Winterthur-Europe Vie. The deciding factor is not the size of the portfolio but the intrinsic value, the potential for integration and the strategic logic. Sheer size is not a determining factor in our business. The ability to understand risks and opportunities correctly and act accordingly is far more important. Based on these insights, our goal is to become one of the most proﬁ table insurers in Europe. What can we expect from the Baloise in 2007? F R A N K S C H N E W L I N : In 2007 we will again experience a Baloise developing its capabilities for its target customers and for new target segments. This puts us in a position to provide effective solutions and exceptional service in this area. We will thereby generate growth in the target customer segments and so enhance the quality of our insurance portfolio and the operational income relative to the market on an ongoing basis. In general, 2007 is a starting point for signiﬁ cant, proﬁ table growth in the years to come, with the goal of pro- viding our investors with a return on their commitment to our company well above the cost of capital. Bâloise-Holding Annual Report 2006 TO OUR SHAREHOLDERS | ROLF SCHÄUBLE AND FRANK SCHNEWLIN ON THE RECORD RESULT 11 What can shareholders look forward to in 2007? R O L F S C H Ä U B L E : Our record earnings will again enable us to distribute a very attrac- tive cash dividend. We will propose to the shareholders’ meeting a dividend increase to CHF 3.80. The Baloise will continue to pursue a policy, aimed at long-term investors, of regularly paying attractive dividends. We will also propose to the shareholders’ meeting a capital reduction of 2.4%, from which our shareholders will beneﬁ t by way of the resulting concentration of proﬁ t. We will continue the ongoing three-year buyback program in 2007. What is your view on acquisitions, and what prospects do you see for them? R O L F S C H Ä U B L E : Acquisitions are an integral part of our strategy. Our focus here is on existing markets. We look for takeover objects that will create a minimum of dilution effects and ﬁ t into our strategic focus. Where will the strategic focus lie in the future? ROLF SCHÄUBLE: The long-term focus will continue to be on our commitment to being one of the most proﬁ table insurers in Europe. The key to achieving this is exceptional quality of operations, systematic organizational orientation toward high-value target clients and the ability to maximize returns on the capital invested, i. e. to achieve a risk-adjusted return on capital as high as possible above the cost of capital. “ If circumstances remain favorable, we will continue to aim for a RoE of at least 15%.” What are your medium-term goals in terms of growth and earning power? FRANK SCHNEWLIN: Now the primary aim is to sustainably secure the high earning power. Assuming ongoing favorable market conditions, we will aim for a return on equity of at least 15% and a combined ratio in the nonlife business well below 100%. We want to continuously increase earnings per share. Overall, we are aiming for business growth in line with the market average. In our preferred high-value target segments, including unit- linked life insurance, we intend to achieve above-average growth. We are concentrating on organic growth in the existing markets in continental Europe, where we can also make use of our ﬁ nancial strength for targeted acquisitions. Bâloise-Holding Annual Report 2006 12 TO OUR SHAREHOLDERS | BALOISE SHARE Best insurance stock in Switzerland With a price surge of 58.7%, the Outstanding corporate results and steeply rising share prices marked the ﬁ rst quarter of Baloise’s share was the best- performing insurance stock in Switzerland in 2006 and over the past three years. Our the year 2006, followed by a massive drop in the second quarter. This interim dampener was due to heightened fears of inﬂ ation and ensuing rises in interest rates. The Baloise share developed very well in the ﬁ rst half of the year, appreciating by 22.4%. Over the same period, the Swiss Market Index (SMI) gained a mere 0.9%, where- as the Swiss insurance industry index (SWX SP Insurance Price Index) decreased by 2.8%. The Baloise share also clearly outperformed the corresponding European index (DJ STOXX shareholders are due to Insurance Supersector Price Index), which actually lost 0.2% in the ﬁ rst six months. receive a dividend up 72.7% against the previous year. In addition to the dividend, we will be paying CHF 114 million Unexpectedly poor economic indicators contributed to the fact that interest rates sank again in the third quarter. Although low interest rates have a negative impact on the Baloise’s business, the company’s share nevertheless surged by 59.9% to CHF 122.70 in those three months. Strong half-year ﬁ gures and a favorable loss experience led to the achievement of the annual high-water mark of CHF 126.70. The Baloise share closed at CHF 121.80 on December 29, 2006 after beginning at back to our shareholders as part CHF 76.75 on January 3. This translates into a 58.7% appreciation in the course of the year, of our share buyback program. an excellent performance in comparison with the Baloise’s peers at home and abroad: The SMI closed at plus 15.8%, the Swiss insurance industry’s index at plus 17.7% and its Euro- pean sister index at plus 17.2%. Distribution to shareholders The Board of Directors will propose to the Annual General Meeting the distribution of a cash dividend of CHF 3.80 per share for ﬁ scal 2006. In terms of the year-end price, this is equivalent to a dividend yield of 3.1%. During the share buyback program announced in March 2006, 1,074,000 shares were repurchased (1.94% of all outstanding shares) at an average price of CHF 105.84 between May 22 and end of December 2006. Thus a further CHF 114 million in equity was repaid to shareholders in addition to the dividend disbursement. Information on the current status of the share buyback program can be found at ■ www.baloise.com (cid:74) Investor Relations (cid:74) Baloise share (cid:74) Share buyback program Shareholding structure On December 31, 2006, one shareholder subject to registration pursuant to stock exchange law owned more than 5% of the outstanding Baloise shares. This was Barclays Group with 5.4% of the outstanding shares as at December 31, 2006. As a broadly based listed company, the Baloise is included in the Swiss Market Index (SMI) and continues to ﬁ gure in the SWX’s index calculations with a free ﬂ oat of 100%. The following table shows the most signiﬁ cant registered shareholders. Baloise share Ticker symbol: Tk, B: BALN; R: BALZn Nominal value: CHF 0.10 Security no.: 1.241.051 ISIN: CH0012410517 Listing: virt-x Share type: 100% registered shares Bâloise-Holding Annual Report 2006 TO OUR SHAREHOLDERS | BALOISE SHARE 13 Indexed share price development1 Bâloise-Holding registered 2002 – 2006 120 100 80 60 40 20 0 2002 2003 2004 2005 2006 1 December 31 2001 = 100 Bâloise-Holding registered SWX SP Insurance Price Index (SMINNX) Swiss Market Index Share statistics Closing price in CHF High in CHF Low in CHF 2002 55.00 155.50 46.30 2003 51.65 63.20 25.45 2004 52.50 63.10 45.75 2005 76.75 77.00 52.70 2006 121.80 126.70 76.40 Market capitalization in CHF million 3,041.9 2,856.6 2,903.6 4,244.8 6,736.4 Total shares issued in units Shareholders Treasury shares Earnings per share in CHF1 Price-earnings ratio Dividend per share in CHF2 Dividend yield2 Pay-out ratio2 Consolidated equity per share in CHF Ratio of market capitalization to consolidated equity 1 See Financial Report 2006, section 38 2 2006 based on proposal to the General Meeting 3 Not comparable Signiﬁ cant shareholders as of 12/31/2006 Shareholders Chase Nominees Group1 Barclays Group Investors Bank & Trust1 Mellon Bank N. A.1 HSBC Overseas Nominee UK1 Nortrust Nominees Ltd.1 UBS Group Cominvest Asset Management in percent 55,307,150 55,307,150 55,307,150 55,307,150 55,307,150 11,974 15,027 16,251 14,614 13,386 702,540 414,303 1,176,237 887,879 1,849,548 –11.6 n. c.3 0.4 0.7 n.c.3 56.3 0.99 1.7 30.9 0.6 1.2 36.3 60.6 0.86 3.9 13.5 1.1 2.1 28.2 63.6 0.83 7.3 10.5 2.2 2.9 30.7 79.8 0.97 12.9 9.4 3.8 3.1 30.1 91.0 1.34 Total holding at 12/31/2005 Share of voting rights 12/31/2005 Total holding at 12/31/2006 Share of voting rights 12/31/2006 5.5 0.0 2.6 2.7 2.5 3.1 < 2.0 2.0 2.0 0.0 2.0 0.0 0.0 0.0 < 2.0 0.0 10.5 5.4 3.5 3.2 2.7 2.4 2.2 < 2.0 2.0 < 2.0 0.0 0.0 0.0 0.0 < 2.0 < 2.0 1 Custodian Nominees who hold shares in trust for third parties are considered as belonging to the free ﬂ oat pursuant to the Swiss Exchange (SWX) regulations. Such shareholder groups are not subject to registration by stock exchange law. Bâloise-Holding Annual Report 2006 RE VIE W OF THE BUSINESS YE AR Group 16 Switzerland 20 Germany 21 Belgium and Luxembourg 22 Other countries 23 Bâloise-Holding Annual Report 2006 16 REVIEW OF THE BUSINESS YEAR | GROUP Record earnings thanks to strong core business With a proﬁ t of CHF 707.1 million, Overview the Baloise Group achieved the best earnings in its history in 2006, up Each business unit’s earnings reﬂ ected the corporate focus on high-value target customers and the outstanding quality of the core business achieved through operational excellence. The Baloise also enjoys a high degree of geographic diversiﬁ cation of revenues, 75.2% from the previous year. with each unit making a substantial contribution to the corporation’s earnings growth. The A dividend increase to CHF 3.80 per nonlife business was the star performer in 2006 with earnings before taxes and ﬁ nanc- ing costs of CHF 542.2 million, over twice the previous year’s ﬁ gure. An absence of natu- share will be proposed to the ral disasters and major claims had a positive impact on earnings. The life insurance line General Meeting. The Baloise has signiﬁ cantly increased its operating strength each year since 2002, building an outstanding foundation saw strong proﬁ t growth of 65.0% to CHF 246.2 million. Banking business earned a prof- it of CHF 63.6 million. Thanks to excellent ﬁ nancial market conditions and efﬁ cient asset management, investment income rose by 11.5% to CHF 2,297.5 million. Despite gains real- ized and higher interest rates, the net ratio of unrealized gains in equity increased, too, by 17.5%. The proportion of investments in equities and equity-like instruments by the insur- ance units amounted to 14.5% (2005: 13.9%). A major factor in the performance of 4.4% for future proﬁ table growth. (2005: 5.0%) was the negative impact of the interest rate rise on the fair value of ﬁ xed- interest securities. Total business volume, including unit-linked life insurance, grew by 1.3% to CHF 7,491.2 million (2005: CHF 7,393.5 million). Premium revenues according to IFRS accounting came to CHF 6,716.5 million (2005: CHF 6,839.1 million), a decline of 1.8%. Business volume in the nonlife line grew 0.3% while life insurance added 2.0%. The decisive boost came from unit-linked life policies, which advanced by 39.7%. Growth occurred especially in Luxem- bourg, Austria and Germany. The business volume is fairly evenly distributed by insurance line, with life insurance accounting for 59.1% while nonlife make up 40.9%. The Baloise Group’s scope of consolidation remained essentially unchanged in the year under review. Nonlife insurance The nonlife (property insurance) line achieved earnings before taxes and ﬁ nancing costs of CHF 542.2 million (2005: CHF 255.1 million), a gain of 112.5%, thanks to outstanding operating performance, the high quality of the insurance portfolio and a sharp increase in investment income. The very low level of claims, and particularly the absence of natural disasters and other major loss events, had a favorable effect. The combined ratio sank to a historic low of 90.2% gross (2005: 100.6%) and 94.0% net (2005: 100.0%). It should be noted that the prior year ﬁ gures were impacted by severe ﬂ oods in Switzerland and Germa- ny. All business units improved their underwriting result or maintained it at a very strong level; most noteworthy was the improvement in Switzerland. 55 Business volume (identical here to premium income under IFRS accounting rules) came to CHF 3,065.1 million (2005: CHF 3,055.4 million), a slight gain of 0.3%. In general, height- ened competition in all markets put a damper on prices and with them growth. We achieved above-average growth in this line in Luxembourg at 11.3% and in Austria and Croatia at 6.9%. Premium income (gross) by regional segment 2006 in percent 3 11 31 Switzerland Germany Benelux Other countries (including elimination) Bâloise-Holding Annual Report 2006 Combined ratio net performance 120% 110% 100% 90% 80% 70% 60% 9 . 0 1 1 2 . 3 0 1 5 . 7 9 0 . 0 0 1 0 . 4 9 2002 2003 2004 2005 2006 From 2005: excluding legally required interest on actuarial reserves for pensions Life insurance The life insurance line achieved earnings before taxes and ﬁ nancing costs of CHF 246.2 million (2005: CHF 149.2 million). Key factors were the further improvement of operat- ing efﬁ ciency, greater value retention in the business portfolio and a favorable interest rate trend. The disposal of participating interests in Belgium also contributed to earnings. Business volume including unit-linked life insurance reached CHF 4,426.1 million (2005: CHF 4.338.1 million), a gain of 2.0%. Demand for traditional asset building policies remained weak due to continued low interest rates. The strong decline of over 12% in single premiums in the Swiss market was more than offset by the increases in the other business units, leading to almost 4% growth for the Group as a whole. In recurring annual premiums, the Group posted slightly higher revenues than in the year before. Unit-linked life policies, on the other hand, registered a steep increase, with volume rising by 39.7%. Boosted by bullish equity markets, these products are becoming a compelling alternative to traditional life insurance policies, which suffered from weak demand. Especially Baloise Luxembourg and Deutscher Ring saw strong growth in this sector. In the year under review, the embedded value of the life business rose from CHF 2,359.7 million to CHF 2,627.8 million. Investment income, modeled for the future at a slightly higher rate, contributed CHF 83.4 million. The better than anticipated capital market devel- opments in 2006 also had a positive impact, namely CHF 115.0 million, after consideration of the effect on policyholder dividends. The value of new business amounted to CHF 15.9 million, its margin climbing to 7.3% (2005: 5.3%). We expect further growth in demand for high-performing life insurance and pension solutions in all our markets, with the greatest potential in capital market-based products such as investment funds and unit-linked life policies. This is where our focus will be in the coming years. Embedded value performance 4000 3500 3000 2500 2000 1500 1000 in CHF million 1 3 6 1 0 8 9 1 7 3 1 2 0 6 3 2 8 2 6 2 2002 2003 2004 2005 2006 REVIEW OF THE BUSINESS YEAR | GROUP 17 Bâloise-Holding Annual Report 2006 18 REVIEW OF THE BUSINESS YEAR | GROUP Bâloise-Holding Annual Report 2006 Banking The banking segment achieved earnings before taxes and ﬁ nancing costs of CHF 63.6 mil- lion (2005: CHF 77.0 million). The previous year’s earnings included a one-time gain from a reversal of credit risk impairment charges at Deutscher Ring’s Bausparkasse. All units reported an enhancement of their operational performance. Baloise Bank SoBa’s net proﬁ t to CHF 29.5 million (local accounting) was particularly encouraging. The increase brought Baloise Bank SoBa’s return on equity to 10.1%. Assets managed by Baloise Asset Manage- ment augmented by 4.3% to CHF 39.4 billion and generated a proﬁ t of CHF 21.3 million, up by 28.3% year on year. Shareholders’ equity The Baloise Group’s shareholders’ equity came to CHF 5.0 billion (2005: CHF 4.4 billion) as of the balance sheet date. The increase – despite share buybacks – is attributable mainly to the outstanding earnings performance. The group solvency ratio came to 320% at the end of 2006 including banking assets (2005: 291%). Outlook Now the primary aim is to sustainably secure the high earning power. Assuming ongoing favorable market conditions, we will aim for a return on equity of at least 15% and a com- bined ratio in the nonlife business well below 100%. We want to continuously increase earnings per share. Overall, we are aiming for business growth in line with the market average. In our preferred high-value target segments, including unit-linked life insurance, we intend to achieve above-average growth. We are concentrating on organic growth in the existing markets in continental Europe, where we can also make use of our ﬁ nancial strength for targeted acquisitions. Investments Thanks to economic growth and rising corporate earnings, international equity markets continued to register impressive gains in 2006. Among the major indexes, the Swiss Mar- ket Index at 15.8%, the EuroStoxx50 at 18%, the Standard & Poor’s 500 at 13.6% and the MSCI Emerging Markets Free Index at 32.3% all performed exceptionally well. With 14.5% of our insurance group’s investments allocated to equities (including equity-like instru- ments), a relatively high ratio for the industry, along with a comparatively strong position in emerging markets and good proﬁ t-taking timing, the Baloise was one of the big winners of the bull market. Since major central banks further raised short-term interest rates during the strong economy, the interest rate curve ﬂ attened considerably in Switzerland and most other countries. In bonds, there were substantial price drops at the short end and in the mid- range maturity segment. Long maturity bonds saw less of a correction due to excess demand and a continued moderate inﬂ ation outlook. Overall 2006 was not a good year for bonds as the performance of both the Swiss Bond Index (SBI) and European bond index- es was slightly negative. In the United States, too, treasury bonds came in below coupon yields with a local performance of 3.2% due to market losses. From a CHF investor’s per- spective, investments in the U.S. were unappealing in any case since the US dollar’s 7.4% fall would entail a considerable exchange rate loss. Since the Baloise deliberately invest- ed in American bonds only up to the amount of our dollar-denominated liabilities in recent years, the dollar’s poor showing hardly affected us. REVIEW OF THE BUSINESS YEAR | GROUP 19 2005 2006 +/– % Own investments by category1 2006 in percent 4 3 41 14 18 9 11 ■ ■ ■ ■ ■ ■ ■ ■ Fixed-interest securities 21,219.7 22,894.3 Shares Derivatives 5,716.2 6,046.2 48.6 75.8 56.0 Investment properties 5,581.7 5,312.6 –4.8 Mortgage loans 9,833.1 9,941.4 Policy and other loans 7,802.4 7,860.2 Alternative ﬁ nancial assets 2,122.8 2,214.6 Other short-term capital invest- ment, cash and cash equivalents Total in CHF million 1,899.8 2,035.4 54,224.3 56,380.5 7.9 5.8 1.1 0.7 4.3 7.1 4.0 1 Excluding investments from unit-linked insurance By contrast, the Baloise proﬁ ted somewhat from the euro’s 3.5% gain against the Swiss franc thanks to its substantial position in EUR bonds, although two-thirds of this exposure was hedged due to risk considerations and the already high average EUR/CHF exchange rate over the course of the year. In alternative investments, the Baloise’s approach of pursuing a diversiﬁ ed fund-of- funds strategy again paid off. Both offshore companies, Baloise Alternative Investment Strategies Ltd. (hedge funds) and Baloise Private Equity Ltd., performed well in the boom- ing alternative investment market. Although most of our alternative investments were denominated in US dollars and suffered from the greenback’s weakness, the Baloise was able to offset a good portion of the exchange rate losses with corresponding gains on derivatives through active hedging strategies. On the Swiss property market, low mortgage interest rates coupled with a high num- ber of residential units (40,000 ﬁ nished and 60,000 under construction) made it harder to ﬁ nd enough tenants, especially for large units. Since the market for investment properties has largely dried up owing to high demand from institutional investors, we are focusing our investments mainly on our own properties under construction. The business units outside Switzerland continued to diversify their portfolios. In mortgages, ﬁ erce competition persisted as interest rates remained low, with the banks seeking to play out their advantage by offering reﬁ nancing at lower rates. The Baloise responded with its “Baloisehypo Plus” sales offensive. Through closer co operation between the insurance sales force and Baloise Bank SoBa’s mortgage unit, we succeeded in expanding the business without increasing risk in the portfolio. Sales of the Baloise Fund Invest fund were again highly successful in 2006. Volume grew from CHF 1.39 billion to CHF 1.61 billion, with the net inﬂ ow of new money and fund FIVE KEY POINTS per-formance each accounting for about half the gain. We further strengthened our position ■ Record profit of CHF 707.1 million. in the warranty fund niche we set up in 2002 by ﬂ oating the new BFI Capital Protect PLUS ■ 15.3% return on equity, goal (EUR) fund. reached two years earlier than planned. ■ Net combined ratio of 94.0% thanks to a focus on target customers and operational excellence. ■ Life insurance new business margin of 7.3%. ■ 39.7% growth in targeted unit- linked life insurance segment. Bâloise-Holding Annual Report 2006 20 REVIEW OF THE BUSINESS YEAR | SWITZERLAND Switzerland The Switzerland segment achieved record earnings of CHF 287.8 million, driven mainly by a system- atic focus on target customers and enhanced operating perfor- Basler Versicherungen The unit’s continuing focus on high-value target customers and operational excellence brought signiﬁ cant earnings gains. Thanks to systematic target customer management, we accelerated proﬁ table growth in the targeted segments far beyond market growth, resulting in an encouraging boost in the contribution margin per customer. As a conse- quence of various optimization measures in our own sales force and with our distribution partners, sales channel productivity improved by about 10%. Measures to enhance opera- mance supported by an absence of tional excellence – namely risk-based rates, restructuring of non performing accounts and major claims. Baloise Bank SoBa achieved its proﬁ tability objec- tive. The focused ﬁ nancial services provider business model continued optimized claims processes – led to outstanding operational earning power, very low claim rates and an excellent combined ratio. Business volume declined by 3.5% to CHF 3,730.4 million (2005: CHF 3,865.0 million), due mainly to increasing price pressure, weak demand for traditional life insurance prod- ucts and our value-oriented underwriting policy. Despite increasing price pressure, we are committed to risk-based rates and underwriting to attain our revenue goals, without, how- to prove highly successful. ever, neglecting premium growth. The nonlife line achieved a business volume of CHF 1,280.5 million (2005: CHF 1,286.9 million), a slight decline of 0.5% in consequence of our “earnings before growth” busi- ness policy, which remains ﬁ rmly in place. Accident and transport insurance saw advanc- es while the other sectors recorded slight drops. The sales partnership with Touring Club Switzerland again generated positive results, with the portfolio growing some 10% to CHF 122.2 million. The number of policies sold over the Internet increased by 18%. The nonlife line saw its best-ever operating performance in 2006 thanks also to the exceptionally low claims volume. The gross combined ratio was an excellent 87.8% (2005: 113.3%). The previous year’s ﬁ gure had been inﬂ uenced by major ﬂ ood-related claims. Business volume in the life insurance segment, including unit-linked life insurance, declined by 5.0% to CHF 2,449.9 million (2005: CHF 2,578.1 million). IFRS premiums shrank by 4.7%. Demand for traditional life insurance policies, particularly single premi- ums, was weak due to low interest rates. Volume in the individual life business fell by 4.1% Key ﬁ gures: Switzerland in a contracting market. We were not yet able to participate fully in the growing unit-linked 2005 2006 life insurance market; although annual premiums saw encouraging gains, the single-pre- Premium income (gross) 3,819.3 3,694.3 mium business declined. The group life volume fell by 4.9%, mainly because of a 12.5% of which: life in CHF million 2,532.4 2,413.8 drop in single premiums due to changes in the co-insurance business. By contrast, annual of which: nonlife in CHF million 1,286.9 1,280.5 premiums grew 4.0%. Thanks to the outstanding operating performance we were able to Combined ratio (gross) in percent Proﬁ t before tax in CHF million make larger allocations to dividend provisions in both individual and group life. The dis- 113.3 87.8 bursement ratio in the group life business came to 92%, which means, for the beneﬁ t of our customers, we exceeded the statutory disbursement requirement (legal quote) 96.6 287.8 of 90%. Baloise Bank SoBa Baloise Bank SoBa achieved a 35.5% advance in net proﬁ t at CHF 29.5 million (local account- ing) despite intense competition. This outstanding result validates the bank‘s strategic focus on high-revenue target customers and enhanced efﬁ ciency of business processes. Baloise Bank SoBa strengthened its market position as a regional universal bank in north- west Switzerland. With our “focused ﬁ nancial services provider” business model, in which banking products are sold through the insurance company’s sales force, we increased the inﬂ ow of new money by 7.1% over the previous year to CHF 463 million, bringing the bank’s volume in the “focused ﬁ nancial services provider” portfolio to CHF 1,471.3 million. Over- all we have already gained over 15,000 new clients with this business model. Bâloise-Holding Annual Report 2006 REVIEW OF THE BUSINESS YEAR | GERMANY 21 Germany Basler Versicherungen (Basler Securitas until January 31, 2007) Since February 1, 2007 the former Basler Securitas has operated under the Basler Ver- sicherungen brand. The unit achieved a business volume of CHF 1,067.4 million (2005: CHF 1,059.5 million) with a good overall earnings trend. Given the intense competition on the The Basler Versicherungen and Deutscher Ring units together achieved earnings before taxes and German market and our business policy of pursuing high-revenue target customers, this ﬁ nancing costs of CHF 169.1 growth of 0.7% is satisfactory. The core property insurance line rose 0.9% while the life insurance business volume was 0.2% above the previous year’s level. The combined ratio million (2005: CHF 145.6 million) at 92.6% gross (2005: 93.9%) was again an improvement over the previous year’s already in a ﬁ ercely contested market. Together the two units saw growth of 2.2% in business volume. very good ﬁ gure, achieved especially thanks to reinforced efforts in risk-based under- writing, claims processing efﬁ ciency and target customer management. Costs developed according to expectations; claims payments declined due to improved risk selection. Busi- ness volume in life insurance was CHF 225.0 million (2005: CHF 224.5 million), with favor- able performance in new business. Deutscher Ring In accordance with the good prospects in the German pension market, Deutscher Ring positions itself as a specialist in unit-linked life insurance and investment fund sales. It is responding to rising competition in sales by expanding its own sales force. Spe- cial attention is given to attractive prospects in eastern Europe, particularly through a focused expansion of its subsidiary OVB. Deutscher Ring achieved a business volume of CHF 1,237.9 million (2005: CHF 1,195.8 million), a gain of 3.5%. Unit-linked life insurance accounted for most of the growth, gaining 45.6%. The acquisition of Moneymaxx in 2005 had a positive impact. Moneymaxx was consolidated for the whole ﬁ scal year for the ﬁ rst time in 2006. Premium revenues according to IFRS accounting came to CHF 1,029.1 mil- lion (2005: CHF 1,052.4 million), 2.2% below the previous year’s ﬁ gure. In life insurance, unit-linked products made up for weak demand for term life policies; business volume for the life segment was CHF 1,023.3 million (2005: CHF 982.2 million), an increase of 4.2%. The nonlife insurance line achieved a business volume of CHF 214.6 million (2005: CHF 213.6 million), outpacing the consequences of price competition in a shrinking market. The Key ﬁ gures: Germany gross combined ratio of 94.4% equaled the previous year’s good showing thanks to a low 2005 2006 claims level. Bancassurance distributor OVB was very successful in its expanded activities Premium income (gross) 2,110.1 2,093.2 in eastern Europe. OVB went public in 2006 and will continue expanding in eastern Europe, of which: life in CHF million 1,061.5 1,036.2 while Deutscher Ring is building up a selective presence in certain markets in the region. of which: nonlife in CHF million 1,048.6 1,057.0 Home loan bank Deutscher Ring Bausparkasse reached break-even in the fourth quar- ter of 2006. We expect a moderate proﬁ t here for 2007. Combined ratio (gross) in percent Proﬁ t before tax in CHF million 94.0 93.0 145.6 169.1 Bâloise-Holding Annual Report 2006 22 REVIEW OF THE BUSINESS YEAR | BELGIUM AND LUXEMBOURG Belgium and Luxembourg The Benelux segment, comprising Mercator in Flanders and Baloise Luxembourg, achieved earnings Belgium Enhanced operating efﬁ ciency, low claims, a renewed focus on carefully selected brokers and capital gains from the sale of shareholdings and property helped Mercator signiﬁ cant- ly boost its proﬁ t year on year. Low taxation was also a factor. Business volume declined before taxes and ﬁ nancing costs of 2.5% to CHF 738.7 million (2005: CHF 757.6 million), mainly due to a sharp decline in unit- CHF 231.1 million (2005: CHF 94.9 linked life insurance. IFRS premium volume, however, grew by a slight 0.3% to CHF 660.2 million (2005: CHF 658.1 million). In the nonlife line, Mercator achieved a business vol- million). Mercator is focused on ume of CHF 541.7 million (2005: CHF 539.8 million), holding steady in a ﬁ ercely contest- innovative products, a concentra- tion on targeted brokers and further optimization of business processes. Baloise Luxembourg ed market. The growing proﬁ tability in the portfolio of small and medium enterprises also had a damping effect on business volume. The combined ratio beneﬁ ted from a favor- able claims environment with very few major loss events. Thanks to the low claims ratio, the gross combined ratio was 92.7%, a further improvement against the previous year‘s already good 94.1%. Mercator successfully launched its bundled Gezinsplan (family plan) product. Sales of over 19,000 contracts signiﬁ cantly exceeded expectations. The unit realized signiﬁ cant growth in will continue to boost growth by launching similar products. The life insurance line was existing and new ﬁ elds of business. not able to keep up with growth in the Belgian market as a whole; business volume fell 9.6% to CHF 197.0 million (2005: CHF 217.8 million). Unit-linked life insurance saw a par- ticularly sharp decline in volume of 21.1% due to the end of the distribution partnership with Record Bank as well as a new life insurance tax. IFRS premium volume held steady at CHF 118.5 million. Luxembourg Baloise Luxembourg had a very successful year. The unit focuses on high-value target customers and develops products with rates in line with risk. Business volume rose 56.4% to CHF 535.2 million (2005: CHF 342.2 million), again driven mainly by unit-linked life insurance products, which the Baloise sells across national borders thanks to the EU’s freedom of service provision. Even excluding these products, premium volume under IFRS accounting standards grew 16.6% to CHF 91.2 million (2005: CHF 78.2 million). The nonlife Key ﬁ gures: Benelux line performed extremely well. Premium income rose 11.3%, handily outpacing the market 2005 2006 to reach CHF 47.9 million (2005: CHF 43.0 million). The gross combined ratio was 89.7%, Premium income (gross) 736.3 751.4 slightly higher than the previous year’s exceptional 86.8%. A particular breakthrough was of which: life in CHF million 153.5 161.8 achieved by PolyCare motor insurance, a product designed speciﬁ cally to attract target of which: nonlife in CHF million 582.8 589.6 customers. The unit also gained market share in distribution through brokers and among Combined ratio (gross) in percent Proﬁ t before tax in CHF million industrial customers. Life insurance grew 62.9% to CHF 487.3 million (2005: CHF 299.2 93.5 92.4 million) thanks to the boom in unit-linked products. We expect further growth in this sector from the January 2007 acquisition of Winterthur-Europe Vie. Traditional life insurance also 94.9 231.1 performed well. Along with market share gains in employee pensions, this led to 23.1% growth in the IFRS premium volume, which reached CHF 43.3 million (2005: CHF 35.2 million). Bâloise-Holding Annual Report 2006 GESCHÄFTSGANG | OTHER COUNTRIES 23 Other countries Austria and Croatia Basler Austria and its Croatian subsidiary Basler Osiguranje continued their growth thanks to systematic and consistent target customer focus and expansion of the sales force. Basler Austria’s business volume (including Croatia) rose by a good 10.6% to CHF 141.5 million Basler Austria and Basler Osigu- ranje in Croatia are successfully pursuing their growth course thanks (2005: CHF 127.9 million) while premiums according to IFRS accounting gained 7.5% to to consistent focus on target reach CHF 137.5 million (2005: CHF 127.9 million). In the medical practitioner’s segment, where we hold an especially strong position in both Austria and Croatia, we again achieved customers and the expansion of double-digit growth. The Croatian Basler Osiguranje segment made substantial progress distribution capacity. in the life business. At 6.9%, Basler Austria (including Croatia) advanced in excess of the market average in nonlife insurance with revenues of CHF 97.9 million (2005: CHF 91.6 mil- lion). Thanks to a signiﬁ cantly lower loss ratio, the gross combined ratio improved to 99.7% (2005: 103.7%). Business volume in the life insurance line increased by 20.0% to CHF 43.6 million (2005: CHF 36.3 million). Similarly to other Baloise Group markets, single premiums declined due to weak demand while recurring premiums saw gains. Starting in 2007, we will implement a new approach to prevention in Austria called “Baloise World of Security” which will allow us to realize our loss prevention function in a more comprehensive fash- ion. We expect this approach to enhance our appeal in the coming years and lead to further positive growth. Reinsurance, ﬁ nancing companies and equity holdings This segment comprises companies for reinsurance, special investments and ﬁ nancing as well as equity holdings and further corporate business. The contribution of the segment “Other countries” to earnings before taxes advanced to CHF 253.4 million (2005: CHF 192.2 million). The increase is largely attributable to the good performance of the reinsurance units thanks to low claims along with solid returns on alternative investments. Key ﬁ gures: Other countries 2005 2006 Premium income (gross) 173.4 177.6 of which: life in CHF million 36.3 39.6 of which: nonlife in CHF million 137.1 138.0 Combined ratio (gross) in percent Proﬁ t before tax in CHF million 70.3 89.8 192.2 253.4 Bâloise-Holding Annual Report 2006 GROWING WITH OUR CUSTOMERS Switzerland: Financial services provider 26 Belgium: Gezinsplan 29 Germany: Customer retention 30 Bâloise-Holding Annual Report 2006 26 GROWING WITH OUR CUSTOMERS | SWITZERLAND Our customers receive the best of banking and insurance T H E B A N C A S S U R A N C E D R E A M pursued by many banks and insurance companies dis- integrated several years ago. The Baloise’s “Focused Financial Services Provider” model on the other hand has proved successful. What is it that Basler Versicherungen and Baloise Bank SoBa do differently or better? And how do customers beneﬁ t? Christian Andrik (Head of the Baloise Bank SoBa branch in Basel) and Jürg Graf (Basler Versicherungen customer adviser in the Bernese Oberland) have the answers. Baloise Insurance and Baloise Bank SoBa have positioned themselves as focused ﬁ nancial services providers. What does this mean? C H R I S T I A N A N D R I K : We generate added value for our customers by providing compre- hensive advice as well as seeking and ﬁ nding individual solutions in insurance, pension, asset management and ﬁ nancing matters. Unlike conventional bancassurance strategies, we market only selected banking products via our customer advisors. J Ü R G G R A F : Our customers receive the best of banking and insurance. And they have a single point of contact for all issues around money and ﬁ nancial security. This is an increas- ingly important point for many customers. Over the past years the bancassurance strategies of other banks and insurers have failed. What is it that you do differently or better? C H R I S T I A N A N D R I K : Our two lines don’t compete, we complement one another with our respective strengths. After all, we both have a common target: to ﬁ nd the best solutions for our customers. In the end, it doesn’t matter whether this is a banking, an insurance or a combined solution. J Ü R G G R A F : Depending on the situation at hand, I might recommend to the customer a cer- tain investment to place some recently drawn insurance beneﬁ ts, or a restructuring of the securities portfolio – a banking service, although I’m actually an insurance specialist. At the end of the day, it is the value added for the customer that counts. Insurance and banking products are, to a certain extent, in competition with one another. How is this in your case? G R A F : We don’t clash. Whether I recommend a banking or an insurance product has no impact on my pay package. Therefore I am free to advise my customers in a solution-oriented and not product-oriented fashion. So that customers get what they really need, no more and no less. Our measure of success is customer satisfaction. C H R I S T I A N A N D R I K : Our banking and insurance products complement one another in an ideal way. Let me give you an example: A customer wants to invest a certain amount, let’s say CHF 30,000. He can either use the sum as a single premium for a life insurance policy or put it into a savings account. It all depends which solution is best suited to his ﬁ nancial needs. With us, he can obtain either solution from a single source. Mr Graf, you work as a customer advisor for Basler Versicherungen. What are the advantages of the focused ﬁ nancial services provider model for you? J Ü R G G R A F : As a banker who subsequently trained to become an insurance specialist, the answer is clear to my mind. We have combined the respective strengths of a bank and an insurance company to the advantage of our clients. I have been living this philosophy for nearly ﬁ ve years now. Basler Versicherungen in Switzerland and Baloise Bank SoBa are highly successful with their “Focused Financial Services Provider” model Bâloise-Holding Annual Report 2006 And for you, Mr Andrik, as Head of the Baloise Bank SoBa branch in Basel? C H R I S T I A N A N D R I K : This model has helped us expand our network, and it has also given us access to new customers. Moreover, I can now rely on my customers always having a competent local contact, irrespective of where they live. Another very important aspect for me is the possibility of know-how exchange among the Baloise’s customer advisors. Again, it is the customers who ultimately proﬁ t. How else do customers beneﬁ t from this cooperation? C H R I S T I A N A N D R I K : Their added value is primarily the possibility of obtaining custom- ized solutions for insurance, pensions, asset management and ﬁ nancing from a single port of call. J Ü R G G R A F : In order to provide comprehensive advice, we need all the relevant informa- tion from the customers, for example on existing pension schemes or mortgages, as well as documents such as a tax return form including asset statement. The more we know about their personal and ﬁ nancial situation, the more in-depth advice and added value we can provide. What added value do you generate in concrete terms? C H R I S T I A N A N D R I K : Besides competent advice and solutions from a single source, the added value lies primarily in our bundled solutions. These consist of intelligently linked banking and insurance products. BALOISELIFE PLUS is an example of this, the ideal combi- nation of insurance protection and saving. Customers can pay in in a ﬂ exible way and still withdraw assets at an early stage, for instance to ﬁ nance residential property. J Ü R G G R A F : Another case in point is the recently introduced BALOISELIFE KIDS, a unique product in the Swiss market, combining a savings account for children with preferential interest and risk insurance. With just one contact for customers, how can you ensure that they receive competent advice in matters as diverse as insurance, investment, ﬁ nancing and pensions? J Ü R G G R A F : This is ensured primarily by the training and experience of each individual cus- tomer advisor. And if I happen to be at a loss for a particular answer, I can always draw on the advice and knowledge of one of my specialist colleagues. Knowledge exchange within the Baloise Group is crucial for me and helps me develop my competence as an advisor. C H R I S T I A N A N D R I K : The ﬁ rst port of call for a customer is always the advisor who is responsible for them and knows them best. If this is the insurance advisor and the custom- er wants an analysis of his securities portfolio, the advisor can always obtain information from his banking colleague and so ensure that he always has the latest information and recommendations to pass on to the customer. What can a customer wanting comprehensive advice expect? J Ü R G G R A F : First of all, we sit down and analyze his or her current situation. Then we together deﬁ ne the targets. On this basis, we draw up customized solutions enabling them to reach these targets. This process is repeated once every ﬁ ve years, unless there is a signiﬁ cant change in the customer’s professional or family-related situation beforehand. C H R I S T I A N A N D R I K : We work through a checklist to make sure that nothing gets forgot- ten. On a ﬁ le up to twelve pages long, we record information on the customer’s personal and ﬁ nancial situation. This demands a large degree of openness and trust on the part of the customer. For that, they will receive 360-degree advice with regard to their ﬁ nancial matters. And all of this free of charge … GROWING WITH OUR CUSTOMERS | SWITZERLAND 27 Bâloise-Holding Annual Report 2006 Let’s take a concrete example: Your customer is planning to buy a house. What will he have to take into consideration? And what do you need to know in order to provide competent advice? C H R I S T I A N A N D R I K : The most important question of course is whether he can and real- ly wants to afford it. We help him calculate whether the ﬁ nancial burden to be incurred is reasonable in terms of income and assets. If the answer is yes, then we advise him on how best to ﬁ nance the house, also from a tax point of view. He may also need to factor in future events such as an anticipated inheritance or premature retirement. J Ü R G G R A F : For house purchases in particular, it is crucial for us to know as much as possible about the client’s ﬁ nancial situation. If for instance the customer shows us his tax return forms, we can demonstrate the impact that the purchase will have on his ﬁ s- cal situation. Next comes the question of ﬁ nancing the purchase. What do you usually suggest? J Ü R G G R A F : The answer here is as varied as the people posing the question. There is no one-size-ﬁ ts-all solution. It takes individual counselling – something we gladly take enough time for. Nowadays change is the only constant factor in many people’s lives. How ﬂ exible is your ﬁ nancing? C H R I S T I A N A N D R I K : This is where our advice becomes particularly valuable. We have products to suit every life situation and are well aware of how quickly circumstances can sometimes change. That’s why we are ﬂ exible and ready to support our customers to the greatest possible extent. J Ü R G G R A F : Open communication is key here, since only then can we provide the tailored advice that customers rightly expect of us. We for our part are open and honest too. It can happen, for example, that we advise against a purchase if we realize that it would stretch the customer beyond their ﬁ nancial means. Residential property is a form of provision for the future. Does this make sense – or do you have alternatives for someone who wants to remain ﬁ nancially ﬂ exible? C H R I S T I A N A N D R I K : Residential property is actually a very sensible form of provision for the future. But not necessarily for everyone. There are numerous alternatives ranging from a savings account or life insurance policy through to a securities portfolio possibly com- bined with an asset management mandate. The customers’ personal and ﬁ nancial circum- stances as well as their preferences, hopes and dreams are the decisive factors. J Ü R G G R A F : There is no such thing as the perfect provision for the future. Not least, because most forms of pension provision will have an impact on the customer’s tax bill, both before and after retirement. Pension planning must match the individual in question, not vice versa. In fact, this applies to all our solutions. That is why it is so important that we take enough time for every single customer. Ultimately, it takes tailored solutions to make a perfect ﬁ t. 28 GROWING WITH OUR CUSTOMERS | SWITZERLAND THREE KEY POINTS ■ Together with customers, we seek individualized solutions in matters of insurance, pensions, financing and asset building. ■ Our customers have a single point of contact for all their money and security related issues. ■ We advise our customers in a solution-oriented way. Bâloise-Holding Annual Report 2006 GROWING WITH OUR CUSTOMERS | BELGIUM 29 Innovation for the Belgian market Mercator, the Baloise’s Belgian subsidiary, is a well-established insurance group that oper- Mercator’s family plan generates ates exclusively in the Flemish part of the country. This means it has in-depth knowledge of the local market. A knowledge that has helped Mercator expand its market position, so that it now makes a considerable contribution to the Baloise Group’s consolidated proﬁ t. recognizable added value for cus- tomers, brokers and the Baloise. Antwerp-based Mercator aims to grow and to strengthen customer retention. In early From the beginning, this innovative 2006 it launched an innovative product tailored to the characteristics of the Flemish mar- ket, yet distinct from comparable rival products. The product is called Gezinsplan (fam- product was a success. It was sold ily plan) and is targeted at all private individuals living in the same household. Custom- over 19,000 times in 2006. ers must have three nonlife insurance policies to their name to qualify for a Gezinsplan. As usual in Belgium, the services of various independent brokers are a prerequisite for sustainable growth. Brokers represent by far the most signiﬁ cant distribution channel for insurance products. Support for brokers Mercator is now focusing predominantly on brokers interested in in-depth and long-term cooperation. One such broker is Steve Van Bael, who works for the family ﬁ rm Groep Save- mak. “Mercator is my most important partner. It provides customized support for my mar- keting planning and implementation, both ﬁ nancially and in administrative matters. Mer- cator not only pays bonuses to successful brokers, it also offers training sessions which provide detailed information on the characteristics and advantages of the company’s prod- ucts. Mercator also organizes workshops at which I can give my own input and so partici- pate in the ongoing process of improving products in line with client requirements.” The Gezinsplan’s added value for customers is that it gives them a better overview of their state of insurance. New policies can be included in the plan or superﬂ uous ones removed at any time. The advantage of the Gezinsplan for Mercator is that it noticeably reduces the administrative workload and thus costs. Moreover, Gezinsplan policyholders can have their monthly premiums debited directly to their bank or post ofﬁ ce account. Target exceeded With its Gezinsplan, Mercator has found an ideal solution for all parties involved: custom- ers, brokers, and the Baloise. And the strategy is paying off. When launching the product at the beginning of 2006, Mercator’s management set the target of selling 18,000 such plans within two years. This target was already surpassed by the end of 2006. On average, one additional Mercator pol- icy was concluded with every customer contact resulting from the introduction of the Gez- insplan. This translates into an acquisition rate of 100%! In the words of experienced broker Steve Van Bael: “Mercator launched an innovative product that has gone down very well with my demanding clientele.” After all, Van Bael is THREE KEY POINTS out to sell not the cheapest, but the best products. And this is where Mercator deﬁ nitely ■ The Gezinsplan is aimed at all has an edge over its rivals, in his opinion. individuals living in the same household. ■ Customers obtain a better over- view of their insurance affairs. ■ Brokers receive individualized sup- port from Mercator for the planning and implementation of marketing measures. Bâloise-Holding Annual Report 2006 30 GROWING WITH OUR CUSTOMERS | GERMANY In permanent contact with customers With a variety of measures, Deutscher Ring stays in contact with its customers – also M A R E N M Ä H L M A N N is usually sceptical about such special offers. A 5% discount on the packages of nearly all German travel agents. Can this be true? She is well aware of how tight margins are in the travel industry. All the same, 36-year-old Ms Mählmann books a week’s hiking holiday for two on the Canary Islands including half board at a wonderful after conclusion of the contract. resort hotel. And in doing so saves over 100 euros. There’s a reason behind her trust in this speciﬁ c offer: Urlaubsplus, the travel agent, works closely together with Deutscher Ring, where she recently took out a life insurance policy. Retaining customer interest Urlaubsplus is part of a network built up last year by the Baloise’s largest foreign subsid- iary in connection with its new customer management program. Target: to tie the roughly 1.6 million Deutscher Ring customers more closely to the company. “Many customers for- get about their insurer pretty fast,” explains Michael Hagemann, the man responsible for dialog marketing at the Deutscher Ring headquarters in Hamburg. “Once the insurance con- tract is concluded, the policy is put into some folder and often retrieved only years later. That’s usually it as far as direct customer relations are concerned. The insurer simply no longer exists in the customer’s mind.” This is precisely what Deutscher Ring wants to prevent. Hagemann explains how: “We want the dialog with our customers to continue, we want to add variety and, from time to time, surprise our customers. Then we as a company and the advisor responsible will not be forgotten so fast.” “We want to retain our customer’s interest and trust by offering added value that goes far beyond what they have normally come to expect from an insurance company,” con- tinues Michael Hagemann. Just a run-of-the-mill marketing ploy? Not at all. It is the result of intelligently built relationships interwoven with special measures. Measures that, at the end of the day, generate value all round – for the customers, the network partners and Deutscher Ring itself. A win-win-win situation. Numerous advantages thanks to RingCard and the customer magazine Two weeks after concluding her insurance contract, Maren Mählmann received the Ring- Card mail informing her, among other things, of the ﬁ ve percent travel discount. The let- ter also contained her personal customer card, the RingCard, which gives her access to a variety of services, information and advice in insurance matters, round the clock, 365 days a year. The card also opens the door to offers with exclusive discounts from selected cooperation partners which she can consult and take up via a website accessible only to Deutscher Ring customers. With such beneﬁ ts extended, clients are usually willing to ﬁ ll out the questionnaire enclosed with the RingCard mail. This in turn provides Deutscher Ring with valuable infor- mation on its new clients, in particular on any further insurance needs they may still have. Good relationships are always a matter of give and take, and customer relationships are no exception. One out of every six new customers ﬁ lls out and returns the questionnaire – a high return rate in this line of business. “Satisﬁ ed customers are the prerequisite for main- taining and expanding successful customer relations,” says Michael Hagemann, “ﬁ rst we give them individual, high-quality advice and subsequently offer them comprehensive ser- vices. As a result, customers come to feel they have chosen the right insurance company. Even well after the policy has been concluded.” Bâloise-Holding Annual Report 2006 GROWING WITH OUR CUSTOMERS | GERMANY 31 Besides the RingCard mailing, clients have, since 2006, also been sent the magazine “DerRing” four times a year. The subtitle “Mehr wissen, besser leben” (know more, live better) expresses the philosophy behind it in a nutshell. The magazine – created by expe- rienced journalists – contains 32 pages of useful information on topics such as asset man- agement, pensions, health and leisure. Numerous service elements and a strong focus on dialog enhance its value. Readers can for example swiftly obtain or access further-going information or arrange a meeting with an advisor via a postcard, a phone number or an internet address from the magazine. Requests are directed to Deutscher Ring’s inhouse Service Center with its 100 or so insurance specialists. These inform the distribution part- ner responsible, who immediately contacts the client in question. This ensures that cus- tomers will always end up talking to their personal advisors, irrespective of the channel through which they have voiced their request. And Deutscher Ring quite literally gives face time to its client. The very ﬁ rst issue of “DerRing” won Europe’s highly coveted silver “Best of Corporate Publishing” award in the building society and ﬁ nancial services provider category. And not only experts appreciate the magazine. According to a representative survey, it is read by a full 81% of Deutscher Ring’s customers. An outstanding ﬁ gure. Ascertained higher customer satisfaction A further element in the integrated communication concept is the “thank-you-very-much- for-your-trust” mailing. Each client who concludes a further contract receives a letter with a ﬂ ower voucher worth ﬁ ve euros. So Deutscher Ring expresses its gratitude both in words and through ﬂ owers. The personal RingCard with its numerous advantages, the attractive customer maga- zine, the ﬂ oral greetings, the regular service and product information and the availabili- ty of a local, personal contact – all this adds up to greater customer satisfaction. Michael Hagemann draws the conclusion: “The more satisﬁ ed a customer is, the greater the like- lihood that he or she will again opt for Deutscher Ring when a new insurance need aris- es. Both the satisfaction value and the number of contracts have been shown to lead to higher customer retention.” With this modern service concept, Hagemann and his col- leagues are obviously on the right track, as underscored by a study conducted by the Swiss Handelsblatt and the University of St. Gallen, which nominated Deutscher Ring Germany’s most customer-oriented health insurer. By the way, Maren Mählmann will be receiving another letter from Deutscher Ring at the end of July. No insurance proposal this time, no magazine, but a birthday card. She is turn- THREE KEY POINTS ing 37 on July 30. Happy birthday! ■ Deutscher Ring impresses clients with its comprehensive range of services. ■ Thanks to RingCard clients have round-the-clock access to services, information and advice in insur- ance matters. ■ The magazine “DerRing” is a valu- able provider of information and advice on issues around pensions, asset building, health and leisure. Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUC T Human resources 34 Ecology 38 Risk management 40 Corporate governance 42 Bâloise-Holding Annual Report 2006 34 SUSTAINABLE BUSINESS CONDUCT | HUMAN RESOURCES “We want excellence in leadership” The Baloise strategy is customer The Baloise aims to be the trusted partner of choice not only for its business partners oriented. There is however a close link between customer satisfaction and investors, but also for its employees. What is it that makes the Baloise an attractive employer today? There are three main reasons for this. First, the Baloise is a successful company. For and employee satisfaction. Both employees, success is a form of recognition of their own input. Success makes them proud are a pillar of business success and of their company and stimulates them to perform well. Second, there’s the size of the Baloise. It is large enough to offer its staff a highly professional structure and a wide range so both deserve in-depth attention of development opportunities in various markets and functions. But it is also small enough and a systematic approach, accor- ding to Markus Jordi, Head of Corpo- rate Human Resources. to have a human face and enable personal exchange of knowledge and best practice expe- rience on the basis of what I would call the “Baloise spirit.” Third, there is its distinct cul- ture built on a solid past, tradition, emotion and an above-average focus on staff and staff development. I realize time and again that these are the very characteristics that top peo- ple on the job market are looking for. Are these criteria also reﬂ ected in staff satisfaction surveys? Achieving a high level of staff satisfaction is one of the key targets of our HR work and ulti- mately a basis for business success. Empirical studies in recent years have shown that there is a close link between staff and customer satisfaction. So the relevance of this issue can be derived directly from our strategy. We regularly measure staff satisfaction. The results are very good in comparison with our direct competitors. This does not, however, prevent us from casting a self-critical eye on any weaknesses that surface in our surveys. We will continue to seek feedback from our employees on a regular basis as a way of ensur- ing our credibility. This credibility is reﬂ ected not only by the surveys we carry out, but also in other indicators such as the periodic staff interviews, performance reviews and the appraisal of line managers which evaluates management quality in an anonymous form. Indeed, the quality of leadership is one of the prime factors of staff satisfaction. This is also why we place such emphasis on excellence in leadership. Satisﬁ ed staff need both challenges and support. Is that what they get? Focus on staff and their development is one of the pillars of our corporate culture. Our cross-border feedback platforms in the Advanced Management and Strategic Leadership programs give us very good insight into where we stand. Skills development is one of our prime focal points, both at organizational and indi- vidual level. In collective exchange and learning processes, we identify and develop skills and seek to implement them in our core business. How can we set up a scoring/pricing system? How can we improve our claims handling? What can we learn from past experienc- es? And of course we support individual employees in the development of their speciﬁ c skills. Each country provides its own systematic development measures. Our Belgian unit for example draws up requirement proﬁ les and then makes target/actual comparisons. Deutscher Ring Group has a longstanding tradition in talent and management develop- ment. Basler Deutschland in Bad Homburg, too, has a professional management develop- ment program for talented staff and puts a lot of work into the quality of its management team. Our colleagues in Austria and Luxembourg work systematically on improving strate- gically relevant skillsets. In Switzerland, staff portfolio analysis, strategic personnel plan- ning and systematic skills development are all applied to bring about a longterm “upskill- ing” of our workforce. Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | HUMAN RESOURCES 35 Human Resources has the difﬁ cult task of reconciling rapid changes in society with a given corporate strategy. What successes can you list in this context? In a difﬁ cult economic environment, the Baloise has successfully evolved into a highly prof- itable enterprise. This is evidence for me that our human capital is well aligned with our strategy. We have worked intensively at developing our skillsets over the past few years, viewing ourselves as a learning organization. Particularly in the ﬁ eld of target customer management, we have made enormous progress. Never before has the Baloise known its clients as well as it does today. Does the Baloise also know its employees? Our strategy is customer driven. That’s why we will continue to work at our customer rela- tionship competencies. I believe, however, that just as much attention must be paid to the employer-employee relationship and that our staff also deserve nothing less than a methodical and systematic approach to this relationship. This is another reason why we place such emphasis on the quality of our management portfolio: to ensure that our man- agers are capable of guiding and supporting their staff in the demanding development processes. Our healthy corporate culture is now being enriched by a reinforced focus on targets, performance and implementation. A willingness to put in above-average perfor- mance has become indispensable. It’s like in sports: success motivates, unleashes pas- sion and creates a fresh dynamic. PREPARING FOR A POSSIBLE PANDEMIC Prevention means a lot to us, not You say that a strong culture, excellence in leadership and high performance levels are only for our insurance business, but the foundations of the Baloise’s success. What then are the top-most priorities for HR? also in view of threats we ourselves Excellence in leadership is no doubt the strategic priority. It comprises three elements. are faced with, such as an influenza First, there is the targeted identiﬁ cation and recruitment process. Then come systematic pandemic. Our groupwide prevention support and empowerment through the appropriate development measures. And third, we strategy is based on the following strive for longterm staff retention by means of a performance and success-based culture pillars: and attractive employment terms. We use feedback processes as well as a Group wide pro- gram which helps staff on the road to leadership through learning, exchange of knowledge ■ PROTECTION OF STAFF and experience, and enhanced self-awareness. It is the same kind of process that also Besides protection offered by the enables people to become true specialists in their ﬁ elds. We will support the identiﬁ cation state and private providers, all process in an increasingly pragmatic way and expand the exchange of talented staff within employees will receive additional the Baloise Group. To promote not only strategic knowledge and business competence, but means of protection such as also excellence in leadership, we also need to have a common cross-border understanding masks, gloves and in certain cases, within the Group of what we mean by excellent leadership. subject to local permission and in cooperation with the authorities, Common procedure, common targets. How can this be aligned with the maxim claiming Tamiflu®, a medicament. that all business is local? We need strong local HR organizations that are represented on the executive management ■ SAFEGUARDING BUSINESS teams and are integrated in the management processes. Corporate Human Resources deﬁ nes uniform strategic impulses and promotes understanding of how we can put our PROCESSES To ensure that business processes business strategy into operation at HR level on the basis of local circumstances. Ultimate- are upheld, we have revised the ly, it’s about adding value for the Group by jointly developing skills, systems, tools, mini- local contingency plans, supple- mum standards and the sharing of best practice. menting them with the pandemic scenario. Regular information on measures taken has been made available internally since 2006. Bâloise-Holding Annual Report 2006 36 SUSTAINABLE BUSINESS CONDUCT | HUMAN RESOURCES The following case examples provi- de an insight into how the key com- petencies stipulated by the HR stra- tegy are developed and put into practice in the various countries. High-level performance and result orientation Basler Switzerland introduced its Individual Performance Management (IPM) system in January 2006. The comprehensive performance agreement for each employee now in- cludes not only the annual targets but also the main tasks and responsibilities. The agree- ment process includes a discussion of the skills required for the speciﬁ c tasks, a conduct analysis and a catalogue of measures to be taken. IPM stands for the process by which the Baloise assesses, steers and rewards each employee’s contribution to the company’s suc- cess. It also provides the link between the targets and strategies of the company and the targets and tasks of the individual staff member. Highly qualiﬁ ed learning organization For Mercator in Belgium, the start of the “function exercise@mercator” project in 2006 represented a ﬁ rst step on the road to becoming a learning organization. One of the proj- ect targets is to establish a competence proﬁ le for each function. It is derived from the result-oriented function description and includes both technical knowledge and soft skill requirements. The proﬁ le will form the basis for the employee’s further career develop- ment. It also facilitates efﬁ cient communication between staff and line managers. Excellent leadership and management skills Deutscher Ring launched the second edition of its demanding two-year development pro- gram for future departmental heads and in-house project managers in 2006. The aim of the program is to retain high-potential staff members, develop management talent within the company’s own ranks and enhance the company’s management quality over the long term. Participants are accompanied by mentors from top management throughout the pro- gram. The program builds on individualized learning and development plans with a strong link to the candidate’s practical work. Six out of the nine graduates assumed management or project management functions already before the end of the program. Pinpointing management potential Basler Deutschland applied its Personnel Portfolio Conference successfully for the second time in 2006. It is used to measure the performance and potential of senior managers. In the course of the conference, each company board introduced its top managers and their appraisals. Through a common, transparent decision-taking process, there emerged an overall view of Basler’s top management potential and the necessary individual steps to be taken to exploit this potential. A clear take of the company’s leadership potential auto- matically make it easier to handle transition processes successfully. High standing in the job market Basler Switzerland developed its Insurance Trainee Program in 2006 in addition to the existing General Trainee Program (GTP). The aim is to gain talented and highly qualiﬁ ed young people for the core insurance business and to prepare them for managerial, spe- cialist or project management functions. The individual training modules are held in vari- ous insurance segments at head ofﬁ ce. A module involving stints with the sales teams can also be selected. Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | HUMAN RESOURCES 37 Corporate culture focused on staff and customers A project team from Basler Austria initiated workshops in 2006 aimed at fostering corpo- rate culture in 2006 for staff from all sectors and hierarchic levels of the company. The target was to improve communication and enhance cooperation between the different departments and functions. Through team and conﬁ dence building activities, the partici- pants swiftly got to know and understand one another better. KE Y FIGURES ■ The Baloise Group‘s staff count amounted to 7,459 as at December 31, 2006 (2005: 7,548). Note: Since the Annual Report 2005, staff ﬁ gures have been stated in terms of full time equivalents (FTE). ■ The staff turnover rate decreased slightly by 0.5% in 2006, coming to a little over 9%. ■ The number of younger staff members increased somewhat in 2006. Overall, the average age went up, reﬂ ecting the general demographic trend. ■ Around 18% of the workforce opted for part-time work in 2006. Even though the number of men in this category rose slightly, part-time positions were still pre- dominantly held by women. ■ About CHF 20 million was spent on staff training and development in 2006. Staff members spent a total of 21,499 days on basic and advanced training courses. ■ 320 positions were offered to apprentices, trainees and interns throughout the Group. This reﬂ ects the signiﬁ cance that the Baloise attaches to the education and training of young people. Workforce by gender in percent 43 43 Category Men in % Women in % Men in % Women in % 2005 2006 Staff 57 Middle Management Senior Management Total 49 83 93 58 51 17 7 42 49 79 90 57 51 21 10 43 Men Women The Board of Directors of Bâloise-Holding comprises eight men and two women. TOP LINKS ■ www.baloise.com/careers (cid:74) Facts and figures (cid:74) Values and culture (cid:74) Management training (cid:74) Open positions Bâloise-Holding Annual Report 2006 38 SUSTAINABLE BUSINESS CONDUCT | ECOLOGY Going easy on the environment With a variety of measures the Baloise is striving to continually reduce its direct impact on the envi- Awareness of environmental efﬁ ciency in our own operations Since 1995 we have recorded our energy and material ﬂ ows according to the recommenda- tions of the Association for Environmental Management in Banks, Savings Banks and Insu- rance Companies (VfU). The ﬁ gures provided in the Annual Report refer to the larger pro- ronment. In 1995, as one of the ﬁ rst perties used in operations. This is where 58% of all employees work and is generally also insurance companies, it signed the declaration of sustainable develop- ment included in the United Nations where central functions such as computer centers and staff cafeterias are located. Encouraging reduction in energy and material ﬂ ows Energy and material ﬂ ows have declined since the prior year, an encouraging result! See below for details. Consumption ﬁ gures for the individual country units are available at Environment Programme. The www.baloise.com. principles it contains are substantiated in the groupwide Ergonomic advantages and energy savings to boot Electric power consumption declined in 2006 due to low power consumption for ofﬁ ce air environmental mission statement. conditioning thanks to a relatively cool summer and to various internal measures. Over 3000 CRT monitors were replaced by ﬂ at-panel screens at Basler Versicherungen in Swit- zerland and Deutscher Ring in Germany. The result is not only enhanced ergonomics for our employees, but also substantial direct electric power savings. A conventional CRT monitor consumes about 2.5 kW per day, whereas a ﬂ at-panel screens consumes only 0.9 kW. Dis- plays that consume less power also give off less heat, reducing the need for cooling in air conditioned ofﬁ ces. Tracking down energy drains and further reducing electricity consumption Fluctuations in consumption ﬁ gures often reﬂ ect transitory climatic conditions such as long, warm summers with strong demand for cooling or relatively mild winters with a corre- spondingly low number of heating days. We expect major future savings primarily through newer technologies and more efﬁ cient use of infrastructure. One example is replacing the nearly 25-year-old lighting ﬁ xtures in the corridors, and open-plan ofﬁ ces of the main cor- porate headquarters building, which will nearly halve electric power consumption. To use existing infrastructure more efﬁ ciently, we integrated a country unit’s computing center into the Basel center in 2006. We will apply focused measures to reduce electricity con- sumption by a further ﬁ ve percent over the next ﬁ ve years. Changes in the environment and scarcer energy resources both oblige and motivate us to do our part as a responsible cor- porate citizen. Avoiding waste while doing good The Baloise believes in reducing, reusing and recycling waste. We recycled a total of 187 tons of paper and cardboard at corporate headquarters in 2006. Deutscher Ring replaced 1,400 desktop computers in the summer of 2006. Of the computers replaced, 400 were donated to schools in Hamburg and 1,000 to a dealer for refurbishing and reuse. Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | ECOLOGY 39 2004 absolute 2005 absolute 2006 absolute relative Unit Employees Energy reference area Sites 5,346 160,460 14 4,946 156,948 13 4,618 154,089 13 headcount ERA m2 number of buildings Electric power consumption 27,763,505 kWh 27,445,345 kWh 26,020,455 kWh 5,635 kWh / employee Heating energy consumption 17,045,531 kWh 16,121,210 kWh 15,613,007 kWh Water consumption Paper consumption Paper varieties, percent 73,056 m3 957 t 72,936 m3 851 t 71,571 m3 794 t 101 62 172 kWh / m2 l / employee / day kg / employee 5.00% recycled 95.00% chlorine-free –/– chlorine bleached Copy paper consumption 85.3 m A4 sheets 81.6 m A4 sheets 81.6 Mio. A4 sheets 17,659 A4 sheets / employee Solid waste volume Waste varieties, percent 1,122t 1,059t 1,019t 221 kg / employee 49.00% paper / cardboard 10.00% other materials 3.00% special waste 38.00% misc. waste / trash +/– % (absolute) –7.10% –1.86% 0.00% –5.48% –3.25% –1.91% –7.18% –4.56% –3.93% Business travel 14.37 Mio. km 13.15 Mio. km 13.15 Mio. km 2,848 km / employee 0.00% Modes of travel, percent 23.30% km by air 47.50% km by road 29.10% km by public transport CO2 emissions 19,643t 18,925t 18,084t 3,916 kg / employee –4.65% 1 Consumption ﬁ gures for the Luxembourg unit are not included in the table as the company was moving into new premises at the time. CO2 emissions reduced Electric power in Switzerland is primarily generated by hydroelectric and nuclear power plants, both low-CO2 sources. CO2 emissions from electric power consumption in our envi- ronmental assessment were calculated in accordance with the guidelines of the Union for the Coordination of Transmission of Electricity (UCPTE 92). These guidelines assume that electric power is generated from a mix of coal, gas, diesel, nuclear and hydro sources and yield higher CO2 emissions than those of Switzerland’s actual hydro and nuclear based power generation. The reported CO2 impact from electric power consumption in our envi- ronmental assessment is thus correspondingly higher. Six of the 13 major operating sites are heated by district heating, which causes lower CO2 emissions than local heating with gas or heating oil. This reduces the CO2 impact of heating in our environmental assess- ment accordingly. Fair to our partners, fair to the environment We have formulated procurement principles to reduce environmental impacts at all of our locations in Switzerland. These principles also help induce our partners to establish high standards and commit to supplying environmentally friendly products. For imports, we require our suppliers to provide certiﬁ cation of compliance with International Labor Orga- nization ILO conventions. As a fair partner to our suppliers, we actively oppose improper practices, from the tendering process through to delivery and payment. Since sustainability is part of our daily business, we have integrated the topic directly into our Annual Report. A separate Sustainability Report is no longer published. For more infor- mation on sustainability, please see: ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Sustainability TOP LINKS ■ www.baloise.com/sustainability (cid:74) Commitment to sustainability (cid:74) Environmental audit (cid:74) Environmental mission statement Bâloise-Holding Annual Report 2006 40 SUSTAINABLE BUSINESS CONDUCT | RISK MANAGEMENT Risk management – risk is our business Risk management is increasingly How does the Baloise deal with risk management? German Egloff, CFO of Bâloise-Holding, crucial for the insurance business due to greater regulatory demands explains how things ﬁ t together. What does the Baloise Group mean by risk management? and the trend toward risk-based G E R M A N E G L O F F : Handling risk is really what our business is all about. Our clients entrust us with their risks and expect us to keep them under control. Thus all of our employees are risk managers in the broadest sense. As a business in the ﬁ eld of risk, we must as far as possible be able to avoid surprises in the occurrence of risks and always act with foresight. This is a big challenge that requires a great deal of experience. What does risk management mean to you in a ﬁ nancial sense? G E R M A N E G L O F F : First of all it refers to judicious management of the capital entrusted to us by our shareholders. The core question we face every day is, how do we economically achieve the optimum return on our capital? The relationship of income to risk and capital efﬁ ciency are issues at the heart of our business. Concretely, professional risk management ensures the best-possible sustainable creation of value, which in turn provides the basis for the Baloise Group to thrive in the long term. The capital strength achieved in this way is what provides security for policyholders in the truest sense. Consequently, risk management addresses the combined needs of custom- ers and shareholders. This is a particular challenge for the Board of Directors and Corporate Executive Commit- tee, who bear the ultimate responsibility for risk management. How does the Baloise manage risks? G E R M A N E G L O F F : We possess a highly sophisticated system of methods, processes and reports for monitoring and managing our risks on an ongoing basis. One example is our model for determining risk capital, which we implemented back in 1998 and have since developed further. At present we are transitioning to an even better model which complies fully with the requirements of Solvency II and the Swiss Solvency Test. With this we will be well equipped to deal with regulatory demands in all our markets. The system is supported by an internal organizational structure incorporating a system of checks and balances which deﬁ nes and embodies clear risk categories in the roles of risk owners and risk controllers. These risk categories are systematically documented in a “risk map.” They cover the full span of our business activities. Examples include insurance risk, investment risk and oper- ating risk. All categories are recorded, monitored and reported on in line with their magni- tude. Predeﬁ ned response plans are used to control the substantial risks. And how does this system ﬁ t in with your approach of concentrating on high-revenue customers? G E R M A N E G L O F F : From the customer’s perspective, risk management means offering them the product at a fair price in line with the risk. Thus a risk management system must provide the right impetus not only at the corporate level, but also at the customer level. business management. Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | RISK MANAGEMENT 41 Mr Egloff, can you give us some examples of how effective risk management is at the Baloise? G E R M A N E G L O F F : I can illustrate this by three examples. First, the corporation sets out targets for each business unit in the business plan. These targets individually address the risk situations of the units and are built into the perfor- mance targets of local management. Second, we only really ﬁ nd out how effective a risk management system is when confront- ed with extreme situations. Our system proved itself in the stock market crash of 2001 to 2003. Despite an initially high exposure in equities, we made it through this difﬁ cult phase without having to seek new capital infusion. The ﬂ ood-related claims in December 2005, when gross claims of CHF 220 million resulted in a net loss expense of only about CHF 70 million, illustrated the effectiveness of our use of reinsurance as a risk management tool. Third, our risk management culture is reﬂ ected in our day-to-day business. Our most impor- tant business processes are closely linked to the risk management process. For example, we have institutionalized monthly reporting of our risk capital position and regular report- ing on individual risks. Risk topics are standard agenda items for every management meet- ing between the Group CEO and local CEOs. Is there a connection between the share buy-back program and risk management? G E R M A N E G L O F F : We have a very high-quality balance sheet today and are adequate- ly capitalized for our business and risk proﬁ le. Thanks to our good revenue situation and proﬁ t quality we have the ability – and have done so more than once in the past – to dis- tribute attractive cash dividends to our shareholders and additionally to pay back a part of our equity. What are the current hot topics in the insurance business? G E R M A N E G L O F F : The debate on mandatory earthquake insurance in Switzerland has only just begun. Or consider the topic of climate change. The crucial thing here is to understand the immediate effect on insurance so that appropriate measures can be initiated. What challenges does the future hold? G E R M A N E G L O F F : Risk management is a strategic issue at the Baloise Group because effective risk management is a key competitive advantage for us. It enables us to strength- en and expand our position in three ways: through pricing commensurate with risk, by managing risk at the portfolio and business unit levels, and by high-quality capital man- agement. Generally this makes us less dependent on market ﬂ uctuations. The ability to deploy capital in a resolute and efﬁ cient manner in terms of maintaining an optimum rela- tionship between risk and income will continue to be one of our strengths. This is why the further development of our risk management strategy, which is well under- way, is such an over-arching, high-priority task. THREE KEY POINTS ■ Our professional risk management ensures optimum and sustainable value creation. ■ Financial capacity is policyholder protection in the strictest sense. ■ Risk management is one of our top strategic priorities. Bâloise-Holding Annual Report 2006 42 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE Transparent corporate governance As a value-oriented company, the Against the background of the Swiss Code of Best Practice and the SWX Corporate Gover- Baloise has always been commit- ted to responsible corporate gover- nance Directive, the Baloise is above all dedicated to a corporate culture with high ethi- cal standards and an emphasis on the integrity of company and employees. The Baloise is convinced that outstanding corporate governance will have a positive effect on the com- nance, a tradition we carry forward pany’s long-term performance. To enhance transparency and comparability with previous years and with other com- panies, this section follows the structure of the July 1, 2002 version of the SWX Corpo- rate Governance Directive. The amended Swiss Code of Obligations (Art. 663b bis and Art. 663c[3]) and the amended SWX Corporate Governance Directive, which both entered into force on January 1, 2007 for the ﬁ nancial year beginning on or after January 1, 2007, will be used in the 2007 Annual Report. 1. Group structure and shareholders Corporate structure The Baloise is organized as a holding company in the form of a joint-stock company under Swiss law. It is domiciled in Basel and is listed on the SWX Swiss Exchange. On December 31, 2006 the Baloise Group had a market capitalization of CHF 6,736.4 million. Information on the Baloise’s shares can be found on page 12 of the Annual Report. The major compa- nies and equity holdings as of December 31, 2006 are found in the Notes to the ﬁ nancial statements in the Financial Report starting on page 74. In addition to Bâloise-Holding, the subsidiary OVB Holding AG has also been exchange-listed since July 21, 2006. It is traded on the Prime Standard market of the Frankfurt Stock Exchange (ISIN DE0006286560). For more information please see www.ovb.ag. Segment reports by region and business segment are found in the Notes to the ﬁ nan- cial statements in the Financial Report starting on page 36. The Group’s operating management structure is presented on page 61 of the Annual Report. Shareholders Changes in share ownership As of December 31, 2006 one shareholder subject to registration pursuant to Swiss stock exchange law held more than 5% of outstanding Baloise shares. As a widely-held public corporation, the Baloise is part of the Swiss Market Index (SMI) and is included in the SWX’s index calculations with 100% of shares in free ﬂ oat. Shareholder structure As of December 31, 2006, Barclays Group held 5.4% of outstanding shares. A total of 13,386 shareholders were recorded in the Baloise share register on December 31, 2006. The number of registered shareholders was 8.4% lower than in the previous year. More information on the structure of shareholders as of December 31, 2006 can be found in the section “Baloise share” starting on page 12 of the Annual Report. today. Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE 43 Treasury stock The Baloise held 1,849,548 treasury shares on December 31, 2006. These shares are used in the incentive and employee share ownership programs, among other things. Cross-shareholdings There are no cross-holdings either of share capital or voting rights. 2. Capital structure Distribution policy The Baloise pursues a policy of continuous distributions based on earnings. Along with conventional cash dividends, additional distribution methods such as share buybacks and options are also used. As a rule, about one-third of annual earnings is distributed, taking account of the Group’s self-ﬁ nancing needs. Share buyback program The Baloise Board of Directors resolved on March 10, 2006 to repurchase up to 10% of issued share capital within the next three years. This amounts to a maximum of 5,530,715 registered shares with a nominal value of CHF 0.10 each. The shares will be repurchased through a separate trading line, deducting withholding tax. At present the Baloise has not yet made any decision concerning the use of the repurchased registered shares. It has the options of using the repurchased shares for a capital reduction or for acquisitions or to resell them. The second trading line was opened on May 22, 2006 on virt-x. By the end of 2006, 1,074,000 shares had been repurchased, representing 1.94% of outstanding shares. In relation to the volume of the share buyback program for up to 5,530,715 shares, 19.4% of the maximum approved volume has been repurchased so far since the start of the program. The buyback volume and prices are published weekly on the Internet. ■ www.baloise.com (cid:74) Investor relations (cid:74) Baloise share (cid:74) Share buyback program Distributions to shareholders Through our shareholder-friendly distribution policy, the Baloise has repaid CHF 484.3 mil- lion to its shareholders via cash dividends and share buybacks over the past ﬁ ve years. Year 2002 2003 2004 2005 2006 Total Cash dividends Share buybacks 132.7 22.1 33.2 60.8 121.7 370.5 –/– –/– –/– –/– 113.8 113.8 Total 132.7 22.1 33.2 60.8 235.5 484.3 In CHF million, at March 31 of each year before 2005, at December 31 starting in 2005 (end of the ﬁ scal year). Bâloise-Holding Annual Report 2006 44 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE Bâloise-Holding shareholders’ equity The following table shows changes in shareholders’ equity over the past three reporting years. Changes in Bâloise-Holding shareholders’ equity (before allocation of proﬁ t) Share capital General reserve Reserve for treasury stock Unallocated reserve Retained earnings Bâloise-Holding shareholders’ equity Fiscal year 2004/2005 Fiscal year 2005 Fiscal year 2006 5.5 11.7 16.7 520.8 125.0 679.7 5.5 11.7 7.9 593.2 138.5 756.8 5.5 11.7 119.1 498.1 258.1 892.5 In CHF million, at March 31 of each year before 2005, at December 31 starting in 2005 (end of the ﬁ scal year). Bâloise-Holding’s share capital has remained unchanged over the past three reporting years at CHF 5.5 million. It is split into 55,307,150 dividend-entitled registered shares with a par value of CHF 0.10. Further information on Baloise shares can be found in the section “Shareholders’ par- ticipation rights” on page 53. Authorized and conditional capital, other ﬁ nancing instruments Authorized capital Bâloise-Holding has no authorized capital. Conditional capital The Annual General Meeting of 2004 created conditional capital (Art. 3 Articles of Incorpo- ration). Through this the share capital may be increased by a maximum of 5,530,715 reg- istered shares with a par value of CHF 0.10 each, for a maximum increase in nominal share capital of CHF 553,072. The conditional capital is intended to secure any option or conversion rights grant- ed in connection with bonds or similar instruments. No such ﬁ nancing instruments have been issued to date. Subscription rights for shareholders are excluded. The right to pur- chase the new registered shares belongs to the current holders of options and conversion rights. The Board of Directors may restrict or exclude shareholders’ pre-emption rights for the issue of options and convertible bonds on international capital markets. Further details on the structure of the conditional capital can be found in Art. 3 of Bâloise-Holding’s Articles of Incorporation. ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Corporate governance (cid:74) Rules and regulations Other ﬁ nancing instruments There are no participation certiﬁ cates, bonus certiﬁ cates or bonds convertible to Company participation rights or options issued by the Company. Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE 45 Baloise Group consolidated equity The consolidated shareholders’ equity of the Baloise Group as of December 31, 2006 totaled CHF 4,986.5 million. Details on developments in 2006 and 2005 can be found in the Financial Report on pages 8 and 9 in the “Consolidated statement of changes in equi- ty” of the consolidated ﬁ nancial statements. All details for 2004 can be found in the “Con- solidated statement of changes in equity” on page 10 of the 2005 Financial Report. Outstanding bonds Bâloise-Holding and other Group companies have issued bonds to the public. At the end of 2006 a total of four bond issues from Bâloise-Holding and subsidiaries were outstanding with the public. Details on the outstanding bonds can be found in the Notes to the ﬁ nan- cial statements of Bâloise-Holding on page 80 and on the Internet. ■ www.baloise.com (cid:74) Investor relations (cid:74) Bonds 3. Board of Directors Members Name Nationality Dr. Rolf Schäuble, Chairman Dr. Georg F. Krayer, Vice Chairman Dr. Christoph J. C. Albrecht Dr. Andreas Burckhardt Dr. Hansjörg Frei Prof. Dr. Gertrud Höhler Dr. Klaus Jenny Werner Kummer Dr. Arend Oetker Dr. Eveline Saupper CH CH CH CH CH D CH CH D CH Age 63 64 69 56 65 66 65 60 68 49 Term began Term ends 1993 1995 1985 1999 2004 1998 2003 2000 1996 1999 2008 2007 2009 2009 2007 2007 2009 2007 2008 2008 Only the Chairman of the Board of Directors holds an executive position. All other members are non-executive and independent. They were not responsible for the management of any company of the Group during the three ﬁ scal years preceding the period under review and have no material business relations with the Baloise Group. The following members were conﬁ rmed in ofﬁ ce for a new three-year term in the year under review: ■ Dr. Christoph J. C. Albrecht, ■ Dr. Andreas Burckhardt and ■ Dr. Klaus Jenny. Rolf Schäuble (1944, Swiss, Dr. oec. HSG) has served on the Board of Directors since 1993, since 1994 as Chairman. From 1996 until February 28, 2002 he was also Managing Director and CEO. Upon completing his studies in economics he was awarded the degree of Dr. oec. at the University of St. Gallen. From 1975 to 1993 he held various positions at the Zurich Insurance Group in Zurich culminating in membership of the Group Executive Board. Bâloise-Holding Annual Report 2006 46 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE Georg F. Krayer (1943, Swiss, Dr. iur.) has served on the Board of Directors since 1995, as Vice Chairman since 2004. He studied law and holds the degree of Dr. iur. He is Chairman of the Board of Directors of Bank Sarasin & Cie AG, Basel, and was Chairman of the Swiss Bankers Association until 2003. He is an independent non-executive director. Christoph J. C. Albrecht (1938, Swiss, Dr. iur.) has served on the Board of Directors since 1985. He studied law and was awarded the Dr. iur. degree at the University of Basel and is currently a partner at the law ﬁ rm of Joerin Hopf, Basel, working as an attorney-at-law and notary. Christoph J. C. Albrecht is Chairman of the Board of Directors of Thüring AG, Basel, and sole member of the Board of Directors of Interhaba AG, Basel. He is an independent non-executive director. Andreas Burckhardt (1951, Swiss, Dr. iur.) has served on the Board of Directors since 1999. He studied law at the Universities of Basel and Geneva and holds a Dr. iur. degree. He worked at Fides Treuhandgesellschaft from 1982 to 1987 and was General Secretary of the Baloise Group from 1988 to 1994. He has been Director of the Basel Chamber of Commerce since 1994. Andreas Burckhardt is Vice President of the Swiss Association of Chambers of Commerce and President of the Great Council of the Canton of Basel-Stadt for 2006/2007. He is an independent non-executive director. Hansjörg Frei (1941, Swiss, Dr. iur.) has served on the Board of Directors since 2004. He studied law and was awarded the Dr. iur. degree at the University of Zurich. Hansjörg Frei was employed at Winterthur from 1982, culminating as member of the Group Executive Board for operations in Switzerland, and was a member of the Executive Board (Head of International Country Management) at Credit Suisse Financial Services from 2000 until his retirement in mid-2003. From 2000 to 2003 he was Chairman of the Swiss Insurance Asso- ciation (SIA). Hansjörg Frei is a member of the Board of Directors of Ems-Chemie Holding AG and Chairman of the Pension Fund of the Ems Group. Since February 2006 he has been Chairman of the SVP (Swiss People’s Party) for the Canton of Zurich. He is an independent non-executive director. Gertrud Höhler (1941, German, Prof. Dr. phil.) has served on the Board of Directors since 1998. She is a business and political consultant and was Professor of Literature and Ger- man at the University of Paderborn from 1976 to 1993. She studied literature and art his- tory in Bonn, Berlin, Zurich and Mannheim. Gertrud Höhler served as consultant for public relations issues at Deutsche Bank AG from 1987 to 1990 and as non-executive Director for Grand Metropolitan PLC, London, from 1992 to 1995. She serves on the Boards of Direc- tors of Ciba Spezialitätenchemie AG, Basel, and Georg Fischer AG, Schaffhausen. Gertrud Höhler is an independent non-executive director. Klaus Jenny (1942, Swiss, Dr. oec. HSG) has served on the Board of Directors since 2003. He studied economics and was awarded the Dr. oec. degree at the University of St. Gallen. Klaus Jenny was a member of the General Directorate of Schweizerische Kreditanstalt and member of the Credit Suisse Group Executive Board from 1987, serving most recently as CEO of the Credit Suisse Private Banking business unit. Since 1999 he has been a private ﬁ nancial advisor for businesses and individuals. He serves on the Boards of Directors of Clariant AG, Maus Frères SA and several private companies. Klaus Jenny is an independent non-executive director. Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE 47 Werner Kummer (1947, Swiss, dipl. Ing. ETH, MBA Insead) has served on the Board of Directors since 2000. From 1990 to 1994 he chaired the Executive Board of Schindler Aufzüge AG, joining the Schindler Group Management Committee with responsibility for the Asia Paciﬁ c region in 1998. From 1998 to March 2004 he was CEO of Forbo Holding AG. Werner Kummer is a self-employed business consultant, member of the Boards of Direc- tors of WMH Walter Meier Holding AG and Schlatter Holding AG, Chairman of the Board of Directors of Gebrüder Meier AG, member of the Supervisory Board Committee of Schindler Deutschland Holding GmbH and member of the board of the Zurich Chamber of Commerce. He is an independent non-executive director. Arend Oetker (1939, German, Dr. rer. pol.) has served on the Board of Directors since 1996. He studied management and political science at the Universities of Hamburg, Berlin and Cologne and was awarded the Dr. rer. pol. degree at the University of Cologne. He is Exec- utive Partner of Dr. Arend Oetker GmbH & Co. KG, Berlin, as well as Chairman of the Super- visory Board of Schwartauer Werke GmbH & Co. KGaA, Bad Schwartau, Chairman of the Board of Hero AG, Lenzburg, member of the Supervisory Board of Degussa AG, Düsseldorf, member of the Supervisory and Partnership Board of Merck KGaA, Darmstadt, and Depu- ty Chairman of the Supervisory Board of KWS Saat AG, Einbeck. He is also Chairman of the German Council on Foreign Relations and of the Association of Donors for German Science. Arend Oetker is an independent non-executive director. Eveline Saupper (1958, Swiss, Dr. iur.) has served on the Board of Directors since 1999. She studied law at the University of St. Gallen and holds a Dr. iur. degree. Today she is an attorney-at-law and certiﬁ ed tax expert. From 1983 to 1985 she worked at Peat Marwick Mitchell (now KPMG Fides), Zurich, and from 1985 to 1992 for Baker & McKenzie, Zurich and Chicago. Since 1992 she has been with Homburger Rechtsanwälte, Zurich, where she is a partner. Eveline Saupper is a member of the Board of Directors of Intershop Holding AG, Winterthur. She is an independent non-executive director. Further information on the members of the Board of Directors is available on the Internet. ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Organization (cid:74) Board of directors Cross-involvements There are no cross-involvements. Election and term of ofﬁ ce The Board of Directors was made up of ten members at the close of 2006. Members are elected by the Annual General Meeting for terms of three years. Terms are staggered, with one-third of members’ terms expiring each year unless they are re-elected. Under age restriction rules, a director’s mandate expires at the time of the Annual General Meet- ing following his or her 70th birthday, at the latest. The present average age of members is approximately 62. Each member of the Board of Directors is elected – and, at the share- holders’ request, granted discharge – individually. Bâloise-Holding Annual Report 2006 48 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE Internal organization Functions of the Board of Directors Subject to the decision-making authority of the shareholders at the General Meeting, the Board of Directors is the Company’s supreme decision-making body. Decisions are in prin- ciple made by the Board of Directors unless competencies have been delegated by the bylaws to the Chairman of the Board of Directors, the Committees, the Corporate Executive Committee or the CEO. The main functions of the Board of Directors, pursuant to Art. 716a of the Swiss Code of Obligations and Section 1 II of the bylaws, are the general manage- ment, overall supervision and ﬁ nancial supervision of the Company and determination of its organizational structure. ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Corporate governance (cid:74) Rules and regulations Committees of the Board of Directors The work of the Board of Directors is supported by four committees. These committees report to the Board of Directors and submit the necessary proposals in their respective areas of responsibility. The Investment Committee and the Compensation Committee in particular possess autonomous decision-making authority. Overview of committees Name Chairman’s Committee Audit Committee Compensation Committee Investment Committee Dr. Rolf Schäuble Dr. Georg F. Krayer Dr. Christoph J. C. Albrecht Dr. Andreas Burckhardt Dr. Hansjörg Frei Prof. Dr. Gertrud Höhler Dr. Klaus Jenny Werner Kummer Dr. Arend Oetker Dr. Eveline Saupper C VC M M DC M M C C DC M M C M DC M C: Chairman, VC: Vice Chairman, DC: Deputy Chairman, M: Member Each of the committees appointed by the Board of Directors is composed of four mem- bers, who are elected each year by the Board. The Chairman and Deputy Chairman of the Board of Directors are ex ofﬁ cio members of the Chairman’s Committee. The Chairman of the Board of Directors may not be a member of the Audit Committee. The basic duties of the Committees are governed by the bylaws and the written regulations pertaining to each committee. ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Corporate governance (cid:74) Rules and regulations Functions of the committees The Chairman’s Committee provides advice on particularly important business trans- actions, especially important strategic and personnel decisions. It also functions as a Nomination Committee. The same members make up the Investment Committee, which approves the Group’s investment policies and real estate investments for the Group’s own use at Head Ofﬁ ce. The Compensation Committee sets the structure and amount of compensation to mem- bers of the Board of Directors and salaries of Corporate Executive Committee members. It formulates an incentive plan setting forth high-level corporate goals and deﬁ ning attain- ment of these goals. It approves compensation policies for Corporate Executive Committee members and oversees their proper application. Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE 49 The Audit Committee supports the Board of Directors in its general and ﬁ nancial over- sight duties, which cannot be delegated (Art. 716a, Swiss Code of Obligations), by form- ing its own judgment of the organizational structure and functioning of the internal and external auditing system and the annual and consolidated ﬁ nancial statements. The Audit Committee additionally assesses the quality of the internal control system, including risk management, and gives scrutiny to the state of compliance within the company. The Audit Committee discussed the ﬁ scal 2006 consolidated ﬁ nancial statements both with man- agement and with the external auditors. On the basis of these discussions, the Audit Com- mittee recommended that the audited annual ﬁ nancial statements be incorporated into the Group’s Annual Report for the ﬁ scal year ended December 31, 2006 for submission to the Annual General Meeting. The Board of Directors concurred with this proposal. Board of Directors and committee meetings In accordance with the bylaws, the full Board of Directors meets as often as business requires, but no less than four times a year. ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Corporate governance (cid:74) Rules and regulations In 2006 the full Board of Directors met ﬁ ve times. The following table shows the directors’ attendance at full Board meetings. All committee members were present at all of the addi- tional 16 committee meetings. Thus board attendance by members of the Baloise Board of Directors is a respectable 99.5%. Board attendance 2006: Meetings of the full Board of Directors Name 3/10/06 4/28/06 8/31/06 12/6/06 12/7/06 Dr. Rolf Schäuble, president Dr. Georg F. Krayer, vice president Dr. Christoph J. C. Albrecht Dr. Andreas Burckhardt Dr. Hansjörg Frei Prof. Dr. Gertrud Höhler Dr. Klaus Jenny Werner Kummer Dr. Arend Oetker Dr. Eveline Saupper x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x o x x x x x x x x x x x x = present, o = absent. ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Corporate governance (cid:74) More information In 2006, as every year, a seminar was held for members of the Board of Directors. This year’s main topic was site location in relation to corporate strategy. The Chairman’s Committee met eight times last year, including one two-day strategy session. The Investment Committee met once. The Audit Committee held ﬁ ve meetings, the Compensation Committee two. Members of the Corporate Executive Committee are regularly invited to meetings of the full Board of Directors. Meetings of the Audit Committee are generally attended by the Chief Executive Ofﬁ cer, the Chief Financial Ofﬁ cer, the head of the Corporate Audit depart- ment, the head of Legal, Tax and Compliance (who is also Secretary of the Board of Direc- tors) and representatives of the external auditors. Bâloise-Holding Annual Report 2006 50 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE Division of authorities and duties between the Board of Directors and the Corporate Executive Committee The division of authorities and duties between the Board of Directors and the Corporate Executive Committee is primarily governed by the bylaws and investment regulations. Both documents are continually reviewed and updated as changing circumstances require. ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Corporate governance (cid:74) Rules and regulations Tools for auditing and monitoring the Corporate Executive Committee The Corporate Audit department with its ten auditors reports directly to the Chairman of the Board of Directors. The auditors are experts in underwriting, actuarial theory, ﬁ nance and information technology. Since effective risk management is of central importance for an insurance group, a section of the Annual Report starting on page 40 and of the Financial Report starting on page 23 is dedicated to the management of ﬁ nancial risks. Members of the Board of Directors are provided with minutes of Corporate Executive Committee meetings for inspection. 4. The Corporate Executive Committee The management structure of the Baloise Group is presented on page 61. Frank Schnewlin (1951, Swiss, Dr. ès. sc. écon., Master of Science LSE, MBA Harvard) stud- ied business management at the University of St. Gallen, graduating with a degree in eco- nomics (lic. oec. HSG) with specialization in insurance and risk management. He earned a Master of Science at the London School of Economics, Master of Business Administration at Harvard Business School, Boston, and a doctorate in economics (Dr. ès. sc. écon.) at the University of Lausanne. He was a Research Fellow at Harvard Business School. He worked at the Institut für Versicherungswirtschaft, St. Gallen, and Citibank N. A., New York. He was employed at Zurich Financial Services Group from 1983 to 2002 in various positions. He joined its Group Management Board in 1993 with responsibility for the Southern Europe, Asia/Paciﬁ c, Latin America, Middle East and Africa business division and served as Head of Corporate Center and on the Executive Committee of the Group Management Board from November 2000. Frank Schnewlin has been Chief Executive Ofﬁ cer and Head of the Inter- national Division at the Baloise Group since March 2002. He is a board member of the Basel Chamber of Commerce. German Egloff (1958, Swiss, lic. oec. HSG) graduated in management studies from the Uni- versity of St. Gallen. From 1985 he held various management positions at Winterthur Insur- ance, Switzerland. He served as head of Management Support from 1990 to 1995, where among other things he was responsible for developing a management information system. From 1997 he was responsible for individual non-life insurance as a member of the Execu- tive Board, including managing Wincare and serving as Chairman of the Board for Sancare. From 1998 to 2002 he was Chief Financial Ofﬁ cer of Winterthur Switzerland and member of the Administrative Board of Wincare, serving as Chairman from 2000. From 2002 to 2004 he was Chief Financial Ofﬁ cer at Zurich Financial Services, Switzerland, with responsibil- ity for ﬁ nance, human resources, IT, logistics and procurement. Since December 1, 2004 he has served on the Corporate Executive Committee (head of Corporate Finance) with responsibility for ﬁ nancial relations, ﬁ nancial management and ﬁ nancial accounting, as well as corporate development and run-off since August 31, 2005. Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE 51 Martin Strobel (1966, German, Dr. rer. pol.) studied computer science, business manage- ment and business information systems at the universities of Kaiserslautern, Windsor (Canada) and Bamberg, completing his studies with a doctorate (Dr. rer. pol.). From 1993 to 1999 he held various posts at Boston Consulting Group, Düsseldorf, in the ﬁ elds of stra- tegic IT management in the banking and insurance sector. He joined the Baloise Group at the start of 1999, serving as head of IT at Baloise Switzerland and responsible for major cross-division insurance and ﬁ nance projects within the Baloise Group. Since 2003 he has served on the Corporate Executive Committee with responsibility for the Switzerland divi- sion. Martin Strobel serves on the Board of the Swiss Insurance Association (SIA) and on the Board of Prevo-System AG, Basel. Martin Wenk (1957, Swiss, lic. iur.) studied law at the University of Basel, graduating with a lic. iur. degree. From 1982 to 1992 he worked for a major bank, where he occupied a number of posts: after initially working as an investment advisor to institutional clients, he went on to head a private banking group in New York and then became a sector head in securities sales, where he primarily attended to the needs of major institutionals. Dur- ing this period, he attended further training courses in Switzerland and the United States. From 1992 to 2000 he headed Portfolio Management Switzerland at the Baloise Group. Here he was responsible for managing the assets of various Baloise Group companies in Switzerland and abroad, including the pension funds. In 2001 he was appointed as a mem- ber of the Corporate Executive Committee, responsible for the Asset Management division comprising the Investment Strategy and Investment Controlling, Baloise Asset Manage- ment, Real Estate and Baloise Fund Invest units. Martin Wenk is Chairman of the Invest- ment Commission of the Swiss Insurance Association SIA and serves on the boards of Uni- gestion Holding, Geneva and HW Finanz AG, Pratteln. Further information on the members of the Corporate Executive Committee is available on the Internet. With the exception of Martin Strobel and Martin Wenk, the members of the Corporate Executive Committee do not serve on the boards of companies outside the Baloise Group. There are no management contracts assigning management duties to third parties. ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Organization (cid:74) Corporate Executive Committee 5. Compensation, shareholdings, loans Compensation for most of the operating management team consists of a base salary and an incentive based on the attainment of corporate and individual goals. Corporate policy on insider trading and management transactions was updated during the year under review, incorporating a strong recommendation not to trade in the compa- ny’s own shares, and especially not in derivatives. Sale of shares from expired stock own- ership plans during a designated window period is excepted. A total of only six manage- ment transactions subject to SWX disclosure took place during 2006. The previous goal agreement system was replaced by an individual performance man- agement process (IPM) in the year under review. Individual performance, and with it incen- tive pay, is based on attainment of personal goals and performance of personal tasks. The new IPM process still allows for the assignment of higher-level goals. The Compen- sation Committee also has the option of considering corporate earnings with a correction factor of at least 0.8 and at most 1.3, to be multiplied by the individual performance result. (For example, if the incentive is CHF 20,000, the Compensation Committee may, consider- ing corporate earnings, reduce this amount to as little as CHF 16,000 by applying a factor of 0.8 or increase it to as much as CHF 26,000 by applying a factor of 1.3.) Bâloise-Holding Annual Report 2006 52 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE The following section is divided into three parts: ■ Members of the Board of Directors (other than the Chairman), ■ Chairman of the Board of Directors, ■ Corporate Executive Committee. Members of the Board of Directors Members of the Board of Directors other than the Chairman receive a lump-sum cash emol- ument established by the Board’s Compensation Committee. Since 2006, 25% of direc- tors’ annual fees have been paid in shares with a vesting period of three years. As is the case for direct share subscriptions by management, the members of the Board of Directors receive a discount of 10% from the market price. The 2006 ﬁ gures subject to disclosure under the applicable directive are as follows for the nine non-executive members of the Board of Directors: Cash compensation Shares granted Options granted Additional fees and remuneration Total compensation Shareholdings and options Shareholdings CHF 1,020,000 CHF 340,000 –/– –/– CHF 1,360,000 Registered shares 61,570 Loans to members of governing bodies1 Mortages and policy loans (1 Person) CHF 650,000 1 Mortgages are granted at employee terms (1% below the client interest rate for variable-rate mortgages; preferential interest for ﬁ xed- rate mortgages). There are no policy loans. Chairman of the Board of Directors and Corporate Executive Committee The Compensation Committee of the Board of Directors establishes the amount and type of compensation for the Chairman of the Board of Directors and members of the Corporate Executive Committee. Compensation is composed of a base salary plus an incentive of up to 70% of the base salary (increased from two-thirds of the base salary the previous year) based on attainment of corporate and individual goals. The new target incentive is 54%, which can be increased up to 70% through outperformance. The Compensation Commit- tee also has the option of considering corporate earnings, applying a correction factor of at least 0.8 and at most 1.3. 50% of the incentive must be drawn in stock. The corporate goals are developed in a multi-stage process and approved by the Compensation Committee for the following year. The individual goals are closely related to the accountabilities of each member of the Cor- porate Executive Committee. They are established jointly with the individual’s supervisor and likewise approved by the Compensation Committee. Two forms of share-based com- pensation are available to all individuals eligible for an incentive: 1. The shares may be subscribed directly at a preferential price 10% below the current market price. 2. The subscription is associated with a loan which leverages the effect of the share subscription. Repayment of the loan upon elapse of a three-year vesting period is hedged by a put option ﬁ nanced by the sale of a call option. Once the vesting period elapses, the employee may freely dispose of the shares remaining after repayment of the loan. Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE 53 CHF CHF 2,194,412 783,385 –/– –/– CHF 2,977,797 Chairman of the Board of Directors: Dr. Rolf Schäuble Cash compensation Shares granted Options granted Additional fees and remuneration Total compensation Shareholdings and options Shareholdings Registered shares 47,384 Loans to members of governing bodies1 Mortages and policy loans –/– 1 Mortgages are granted at employee terms (1% below the client interest rate for variable-rate mortgages; preferential interest for ﬁ xed- rate mortgages). There are no policy loans. Members of the Corporate Executive Committee The 2006 ﬁ gures subject to disclosure under the applicable directive are as follows for the four members of the Corporate Executive Committee: Cash compensation Shares granted Options granted Additional fees and remuneration Total compensation Shareholdings and options Shareholdings CHF CHF 3,639,708 1,835,767 –/– –/– CHF 5,475,475 Registered shares 220,747 Loans to members of governing bodies1 Mortages and policy loans (1 Person) CHF 1,000,000 1 Mortgages are granted at employee terms (1% below the client interest rate for variable-rate mortgages; preferential interest for ﬁ xed- rate mortgages). There are no policy loans. CHF 433,334 was disbursed to a former member of the Corporate Executive Committee for incentive payments and pay continuation. 6. Shareholders’ participation rights Voting rights Baloise share capital consists solely of registered shares. The are no shares with preferred voting rights. In order to maintain a broad shareholder base and protect minority share- holders, no shareholder is registered with more than 2% of voting rights, regardless of the number of shares held. The Board of Directors may approve exceptions to this rule by a two-thirds majority of all members (Art. 5 Articles of Incorporation). There are currently no exceptions. Each share conveys a right to one vote. In exercising voting rights, no shareholder may directly or indirectly combine his own and proxy votes for a total of more than one-ﬁ fth of the shares entitled to vote at the Annual General Meeting. Each shareholder may assign the exercise of his voting right to another shareholder by a written proxy (Art. 16 Articles of Incorporation). ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Corporate governance (cid:74) Rules and regulations Bâloise-Holding Annual Report 2006 54 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE Statutory quorums The Annual General Meeting has a quorum regardless of the number of shareholders and proxy votes present, subject to the obligatory cases prescribed by law (Art. 17 Articles of Incorporation). Waiver of statutory voting rights limitations requires the consent of at least three- fourths of the votes represented at the Annual General Meeting, which must also com- prise at least one-third of all shares issued by the Company. The same qualiﬁ ed majority applies likewise in the other cases speciﬁ ed in Art. 17 (3) a–h Articles of Incorporation. In other cases, resolutions are adopted by a simple majority of shares voted (Art. 17 Articles of Incorporation), subject to mandatory provisions of law. ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Corporate governance (cid:74) Rules and regulations Convocation of the Annual General Meeting The Annual General Meeting is generally held in April, but no later than six months after the end of the ﬁ scal year. The Bâloise-Holding ﬁ scal year ends on December 31. The General Meeting is convoked at least 20 days before the assembly date. Each registered sharehold- er receives a personal invitation with agenda. The invitation and agenda are published in the Schweizerisches Handelsamtsblatt, in various newspapers and on the Internet. Extraordinary General Meetings are convoked by resolution of the Annual General Meet- ing, the Board of Directors or the external auditors. An extraordinary General Meeting must also be convoked by the Board of Directors, in accordance with applicable law, at the request of shareholders (Art. 11 Articles of Incorporation). Pursuant to Art. 699 (3) Swiss Code of Obligations, these shareholders must represent at least 10% of the share capital. ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Corporate governance (cid:74) Rules and regulations Agenda items Pursuant to Art. 699 (3) Swiss Code of Obligations, one or more shareholders who together represent shares with a par value of at least CHF 100,000 may apply for items to be placed on the agenda. Such application must be submitted to the Board of Directors in writing with an indication of the matters to be brought before the General Meeting no later than six weeks before the regular Annual General Meeting (Art. 14 Articles of Incorporation). ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Corporate governance (cid:74) Rules and regulations Entry in the share register All shareholders who are entered in the share register as a shareholder with voting right as at the cut-off date (a few days prior to the Annual General Meeting) speciﬁ ed by the Board of Direc- tors in the letter of invitation are entitled to vote at the Annual General Meeting (§16 of the Arti- cles of Incorporation). Admissibility of nominee registrations, along with an indication of percent clauses, if any, and registration requirements are governed by Art. 5 of the Articles of Incorporation. Procedures and requirements for prohibition or restriction of transferability are governed by the provisions of Art. 5 and Art. 17. ■ www.baloise.com (cid:74) Proﬁ le (cid:74) Corporate governance (cid:74) Rules and regulations Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE 55 7. Changes of control and defense measures Shareholders or groups of shareholders acting in collusion have an obligation, upon acquiring 33% of all Baloise shares, to tender a takeover offer to all remaining sharehold- ers. The Baloise has not opted to modify or waive this rule. There is neither a statutory opt- ing-out nor an opting-up clause as speciﬁ ed in the Federal Act on Stock Exchanges and Securities Trading (SESTA). There are agreements with the members of the Corporate Executive Committee and other senior managers which, in the event of termination by the employer (or under cer- tain circumstances by the employee) within a certain period after a change of control, will trigger a severance beneﬁ t. The amount of these beneﬁ ts is within the customary range for the market. 8. Auditors PricewaterhouseCoopers (PwC) and its predecessor Schweizerische Treuhandgesell- schaft/STG-Coopers & Lybrand have been the Baloise’s external auditors since 1962, elected annually by the Annual General Meeting. Peter Lüssi has performed auditing func- tions for the Baloise since 1999 and has served as Lead Auditor since 2002. Based on the applicable regulations to safeguard the independence of external auditors, Mr Martin Frei has been appointed lead auditor starting from ﬁ scal 2007. PwC has been the external auditor of practically all Group companies since 2005. PricewaterhouseCoopers fees Auditing fees Fees for audit-related activities Consulting fees Total in CHF (rounded to thousands) 2005 5,358,000 238,000 1,076,000 6,672,000 2006 5,723,000 313,000 1,313,000 7,349,000 The Baloise has an Audit Committee made up of independent members qualiﬁ ed in ﬁ nance and accounting. The Audit Committee met ﬁ ve times during the year under review, with the external auditors in attendance each time. At these meetings the Audit Committee received exhaustive documentation on ﬁ ndings of the external auditors, especially in rela- tion to discussion of the annual and semi-annual ﬁ nancial statements. The Audit Commit- tee assesses the performance of the external auditors and their collaboration with the Internal Audit group, Risk Management and Compliance. In particular, it discusses their audit work and reports with the external auditors along with the material results and the most important issues arising during the audit process. Before the start of the annual audit, the Audit Committee reviews the scope of the examination and proposes areas warranting special attention. The Audit Committee there- upon investigates the independence of the external auditors. It proposes external auditors to the Board of Directors for election by the Annual General Meeting and makes recommen- dations concerning the auditors’ fees. The Audit Committee reviews the external auditors’ fees annually. The Audit Committee reviews the usefulness of the external auditors’ ser- vices not performed in connection with their auditing activities. There is a written directive stipulating that material services not related to auditing activities require prior approval by the Internal Audit unit. Bâloise-Holding Annual Report 2006 56 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE 9. Information policy Information principles The Baloise Group regularly and openly provides comprehensive information to sharehold- ers, potential investors, employees, clients and the general public. All registered share- holders receive Annual and Semi-Annual Reports providing commentary on the course of business. The Financial Report is sent to shareholders on request. All publications are made available to all shareholders simultaneously. All investors enjoy equal information rights. We use technologies such as webcasting and teleconferencing to open our meet- ings with ﬁ nancial analysts to the general public. Information events The Baloise provides comprehensive information on its business activities at ■ Media conferences: Earnings are presented and goals, strategies and business activi- ties are explained at media conferences (annual and half-year media conferences). ■ Financial analyst meetings: Financial analyst meetings take place at the close of each year and half-year, with a parallel webcast and teleconference. The events can be down- loaded afterwards from the Internet. ■ Annual General Meetings: Shareholders are given information on the course of busi- ness at the Annual General Meeting. Speeches given at the Annual General Meeting are published on the Internet. ■ ■ ■ Road shows: Regular road shows are held at various ﬁ nancial centers. Investor conferences: Key business and strategy topics are reviewed in depth. Individual meetings with analysts, investors and media representatives: Relations with analysts, investors and the media are cultivated on an ongoing basis. All information on the Baloise events can be found at www.baloise.com. Information on Baloise shares Information on the Baloise’s shares can be found on page 12 of the Annual Report. ■ www.baloise.com (cid:74) Investor relations (cid:74) Baloise share Financial calendar Important dates for investors, including publication dates of the annual and semi-annual ﬁ nancial statements, are available on the Internet. The date and invitation to the Annual General Meeting, date of closure of the share register and ex-dividend date if any are also published. ■ www.baloise.com (cid:74) Investor relations (cid:74) IR agenda Available documents Media releases, disclosures, presentations, Annual Reports, Financial Reports, Semi- Annual Reports and further documents are available to the public on the Internet. All doc- uments are available from the Investor Relations department or can be downloaded from the Internet. ■ www.baloise.com (cid:74) Media (cid:74) Media kit Bâloise-Holding Annual Report 2006 SUSTAINABLE BUSINESS CONDUCT | CORPORATE GOVERNANCE 57 Contacts Investor Relations Carsten Stolz Head of Financial Relations Aeschengraben 21 4002 Basel Phone +41 61 285 83 65 Fax +41 61 285 75 62 E-mail carsten.stolz@baloise.com Corporate Governance Thomas Sieber Secretary to the Board of Directors Head of Legal, Tax and Compliance Aeschengraben 21 4002 Basel Phone +41 61 285 86 48 Fax +41 61 285 91 90 E-mail thomas.sieber@baloise.com www.baloise.com TOP LINKS ■ www.baloise.com (cid:74) Profile (cid:74) (cid:74) Corporate governance (cid:74) Organization ■ www.baloise.com (cid:74) Investor Relations (cid:74) (cid:74) Baloise share (cid:74) Share buyback programm (cid:74) Bonds (cid:74) IR agenda (cid:74) Presentations ■ www.baloise.com (cid:74) Media (cid:74) (cid:3) (cid:74) Calendar (cid:3)(cid:3)(cid:74) Media kit Bâloise-Holding Annual Report 2006 BOARD OF DIREC TORS AND MANAGEMENT STRUC T URE 60 Board of Directors 61 Management structure Bâloise-Holding Annual Report 2006 60 BOARD OF DIRECTORS AND MANAGEMENT STRUCTURE | BOARD OF DIRECTORS Board of Directors Members Board committees Rolf Schäuble, Chairman, Lenzburg Georg F. Krayer, Vice-Chairman, Basel Christoph J. C. Albrecht, Basel Andreas Burckhardt, Basel Hansjörg Frei, Mönchaltorf Gertrud Höhler, Berlin Klaus Jenny, Zürich Werner Kummer, Küsnacht Arend Oetker, Berlin Eveline Saupper, Pfäfﬁ kon SZ Secretary to the Board of Directors Thomas Sieber, Rheinfelden Internal Audit Erich Benischke, Basel Auditors PricewaterhouseCoopers AG, Basel Chairman’s Committee Rolf Schäuble, Chairman Georg F. Krayer, Vice-Chairman Hansjörg Frei Klaus Jenny Audit Committee Werner Kummer, Chairman Christoph J. C. Albrecht, Vice-Chairman Andreas Burckhardt Hansjörg Frei Compensation Committee Georg F. Krayer, Chairman Klaus Jenny, Vice-Chairman Gertrud Höhler Eveline Saupper Investment Committee Rolf Schäuble, Chairman Georg F. Krayer, Vice-Chairman Hansjörg Frei Klaus Jenny Bâloise-Holding Annual Report 2006 BOARD OF DIRECTORS AND MANAGEMENT STRUCTURE | MANAGEMENT STRUCTURE 61 Management structure CEO Frank Schnewlin* Group/Regional Performance Management Annemarie D’Hulster / Martin Kampik Corporate Secretary Markus von Escher Legal, Tax and Compliance Thomas Sieber Corporate Communications Thomas Kähr Corporate Human Resources Markus Jordi Switzerland Martin Strobel* International Frank Schnewlin* Finance German Egloff* Asset Management Martin Wenk* Private and Corporate Customers Franz J. Kaltenbach Baloise Bank SoBa Alois Müller Sales and Marketing Daniel Fluri Information Systems and Logistics René Güttinger Accounting/Controlling Urs Bienz Deutscher Ring Germany Wolfgang Fauter Financial Accounting Michael Müller Basler Germany Frank Grund Baloise Luxembourg André Bredimus Financial Management Stefan Nölker Financial Relations Carsten Stolz Basler Austria and Croatia Lothar Mayrhofer Corporate Development Thomas Wodrich Mercator Belgium Jan De Meulder Run-Off Bruno Rappo Investment Strategy and Investment Controlling Bernhard Casar Baloise Asset Management Reto Diezi Baloise Fund Invest Robert Antonietti Real Estate Urs Degen * Member of the Corporate Executive Commitee Bâloise-Holding Annual Report 2006 MANAGEMENT INFORMATION Consolidated income statement 64 Consolidated balance sheet 66 Business volume, premiums and combined ratio 67 Technical income statement 68 Gross premiums by line of business 69 Embedded value 70 Banking business 72 Investment performance 73 BÂLOISE-HOLDING Income statement 77 Balance sheet 78 Notes 79 Bâloise-Holding Annual Report 2006 64 MANAGEMENT INFORMATION | CONSOLIDATED INCOME STATEMENT Consolidated income statement Five-year review (restated from 2004) 2002 7,249.0 –203.0 7,046.0 2,021.9 –793.2 300.9 53.5 191.5 2003 7,371.1 –256.4 7,114.7 2004 6,936.0 –211.2 6,724.8 2005 6,835.1 –197.3 6,637.8 2006 6,706.6 –187.5 6,519.1 2,063.8 1,862.1 1,794.5 1,823.7 –32.7 319.0 26.4 157.7 265.2 312.2 3.7 137.1 549.4 211.9 35.5 74.3 702.8 286.4 62.0 144.3 8,820.6 9,648.9 9,305.1 9,303.4 9,538.3 –4,773.1 –2,358.2 –5,561.3 –1,645.4 –5,418.4 –1,251.4 –5,772.1 –1,094.6 –5,325.0 –1,080.8 58.2 –461.8 –740.3 –67.1 –111.7 –334.2 –703.2 78.7 –277.1 –835.6 –75.9 –98.9 –296.4 –671.1 51.6 –475.3 –806.4 –75.9 –90.1 –248.9 –612.9 189.7 –524.8 –815.1 –88.1 –78.5 –130.0 –460.6 43.4 –493.8 –847.8 –93.9 –67.0 –156.5 –575.5 –9,491.4 –9,383.0 –8,927.7 –8,774.1 –8,596.9 –43.5 –714.3 82.7 –631.6 –634.5 2.9 –11.6 –11.6 –42.2 223.7 –125.4 98.3 91.4 6.9 1.7 1.7 –52.6 324.8 –101.5 223.3 210.0 13.3 –53.4 475.9 –72.4 403.5 395.8 7.7 –28.2 913.2 –206.1 707.1 699.4 7.7 3.9 3.9 7.3 7.3 12.9 12.9 Income Premiums earned and policy fees (gross)1 Reinsurance premiums ceded Premiums earned and policy fees for own account Investment income Realized gains and losses on investments2 Income from services rendered Results from investments in associates Other operating income Income Expense Claims and beneﬁ ts paid (gross) Change in technical reserves (gross) Share of reinsurance in losses inccurred Acquisition costs Operating and administrative expenses for insurance business Investment expenses Interest expenses on insurance liabilities Expense from ﬁ nancial contracts Other operating expenses Expense Borrowing costs Proﬁ t / loss before taxes Income taxes Proﬁ t / loss for the period Attributable to: Shareholders Minority interests in CHF million Earnings / loss per share Diluted Basic in CHF Bâloise-Holding Annual Report 2006 MANAGEMENT INFORMATION | CONSOLIDATED INCOME STATEMENT 65 Additional information Gross premiums written and policy fees Investment-type premiums Gross premiums, policy fees and investment-type premiums in CHF million Assets for the account and the risk of life insurance policyholders in CHF million Combined ratio (gross)3 Reserve ratio nonlife in percent 2002 7,274.5 253.0 7,527.5 550.5 105.2 181.1 1 In accordance with the accounting policies of the Baloise Group, investment-type premiums are not included in premiums earned and policy fees. 2 Including ﬁ nancial liabilities held for trading (derivative ﬁ nancial instruments). 3 After 2005, excluding legally required interest on annuity reserves. 2003 7,374.7 261.0 7,635.7 2004 6,941.3 443.0 7,384.3 2005 6,839.1 554.4 7,393.5 2006 6,716.5 774.7 7,491.2 798.2 97.6 177.4 1,143.6 2,245.8 2,976.6 93.0 179.6 100.6 187.0 90.2 194.8 Bâloise-Holding Annual Report 2006 66 MANAGEMENT INFORMATION | CONSOLIDATED BALANCE SHEET Consolidated balance sheet Five-year review (restated from 2004) Assets Property, plant and equipment Intangible assets Investments in associates Investment properties Financial assets of an equity nature Financial assets of a debt nature Mortgages and loans Derivative ﬁ nancial instruments Other assets / receivables Deferred tax assets1 Cash and cash equivalents Total assets in CHF million Liabilities and equity Equity Equity before minority interests Minority interests Total equity Liabilities Technical reserves (gross) 2002 705.5 958.0 302.3 5,305.7 7,175.7 2003 696.8 2004 647.5 2005 626.3 1,091.0 1,223.1 1,357.2 241.0 5,653.4 5,413.7 152.6 5,619.2 6,757.4 174.7 5,581.7 9,839.0 24,899.1 32,367.0 23,208.8 22,915.1 12,052.4 12,459.1 16,995.5 17,635.5 212.8 292.9 264.9 48.6 2006 638.3 1,357.5 175.0 5,312.6 10,902.3 24,523.3 17,801.6 75.8 4,093.0 4,484.1 2,516.9 2,652.3 2,478.8 529.9 679.4 905.9 695.9 999.7 698.0 34.5 450.2 25.8 741.5 56,913.8 64,300.8 59,083.6 61,315.1 64,032.5 2002 2003 2004 2005 3,088.1 3,319.8 3,433.9 4,330.4 28.0 40.7 63.9 60.9 3,116.1 3,360.5 3,497.8 4,391.3 2006 4,921.9 64.6 4,986.5 38,921.0 43,521.2 42,825.8 44,915.9 46,521.8 Liabilities from the banking business and ﬁ nancial contracts 8,393.5 9,904.1 5,493.9 6,062.5 Derivative ﬁ nancial instruments Accrued and other liabilities Deferred tax liabilities1 Total liabilities Total equity and liabilities in CHF million 87.0 5,184.7 1,211.5 252.4 5,621.8 1,640.8 160.3 5,395.7 1,710.1 243.4 4,965.1 736.9 53,797.7 60,940.3 55,585.8 56,923.8 59,046.0 56,913.8 64,300.8 59,083.6 61,315.1 64,032.5 6,744.0 44.6 4,929.3 806.3 1 From 2005 on deferred tax assets and liabilities have been netted against one another provided the conditions for offsetting according to IFRS are fullﬁ lled. Bâloise-Holding Annual Report 2006 MANAGEMENT INFORMATION | BUSINESS VOLUME, PREMIUMS AND COMBINED RATIO 67 Business volume, premiums and combined ratio Business volume 2005 Group Switzerland Germany Benelux Other countries Nonlife Life Basler Securitas Deutscher Ring Total Belgium 3,055.4 1,286.9 835.0 213.6 1,048.6 539.8 3,783.7 2,532.4 222.7 838.8 1,061.5 118.3 Subtotal of IFRS gross premiums written1 6,839.1 3,819.3 1,057.7 1,052.4 2,110.1 658.1 Luxem- bourg 43.0 35.2 78.2 Total Austria 582.8 153.5 91.6 36.3 736.3 127.9 Investment-type premiums Total business volume in CHF million 554.4 45.7 1.8 143.4 145.2 99.5 264.0 363.5 –/– 7,393.5 3,865.0 1,059.5 1,195.8 2,255.3 757.6 342.2 1,099.8 127.9 2 Other 45.5 –/– 45.5 –/– 45.5 Total 137.1 36.3 173.4 0.0 173.4 Business volume 2006 Group Switzerland Germany Benelux Other countries Nonlife Life Basler Securitas Deutscher Ring Total Belgium 3,065.1 1,280.5 842.4 214.6 1,057.0 541.7 3,651.4 2,413.8 221.7 814.5 1,036.2 118.5 Subtotal of IFRS gross premiums written1 6,716.5 3,694.3 1,064.1 1,029.1 2,093.2 660.2 Luxem- bourg 47.9 43.3 91.2 Investment-type premiums Total business volume in CHF million 774.7 36.1 3.3 208.8 212.1 78.5 444.0 522.5 7,491.2 3,730.4 1,067.4 1,237.9 2,305.3 738.7 535.2 1,273.9 141.5 Total Austria 589.6 161.8 751.4 97.9 39.6 137.5 4.0 2 Other 40.1 –/– 40.1 –/– 40.1 Total 138.0 39.6 177.6 4.0 181.6 Combined ratio (gross), nonlife, 20053 Group Switzerland Germany Benelux Other countries Loss ratio Cost ratio Surplus sharing ratio Combined ratio as a percentage of premiums earned Basler Securitas Deutscher Ring Total Belgium 70.5 29.7 0.4 88.4 24.1 0.8 100.6 113.3 63.9 29.7 0.3 93.9 37.8 56.7 –/– 94.5 58.6 35.2 0.2 94.0 61.9 32.2 0.0 94.1 Luxem- bourg 47.4 39.4 –/– 86.8 Total Austria 60.8 32.7 0.0 64.7 39.0 –/– 93.5 103.7 2 Other –11.3 16.5 –1.0 4.2 Total 39.2 31.4 –0.3 70.3 Combined ratio (gross), nonlife, 20063 Group Switzerland Germany Benelux Other countries Basler Securitas Deutscher Ring Total Belgium 62.0 24.5 1.3 87.8 61.8 30.3 0.5 92.6 41.3 53.1 –/– 94.4 57.7 34.9 0.4 93.0 59.2 33.5 0.0 92.7 Luxem- bourg 51.1 38.5 0.1 89.7 59.4 30.1 0.7 90.2 Loss ratio Cost ratio Surplus sharing ratio Combined ratio as a percentage of premiums earned Combined ratio (net), nonlife3 Loss ratio Cost ratio Surplus sharing ratio Combined ratio as a percentage of premiums earned Reserve ratio nonlife Technical reserve for own account Premiums written and policy fees for own account Reserve ratio in percent in CHF million 1 Premiums written and policy fees (gross). 2 Group business, run-off. 3 Excluding legally required interest on annuity reserves. 2 Other 47.4 16.8 1.3 65.5 Total Austria 58.6 33.8 0.0 92.4 59.2 40.5 –/– 99.7 Gross Total 55.8 33.6 0.4 89.8 Net 2005 2006 2005 2006 70.5 29.7 0.4 100.6 59.4 30.1 0.7 90.2 68.3 31.3 0.4 100.0 61.6 31.6 0.8 94.0 2005 2006 5,401.7 5,624.0 2,888.9 2,886.6 187.0 194.8 Bâloise-Holding Annual Report 2006 68 MANAGEMENT INFORMATION | TECHNICAL INCOME STATEMENT Technical income statement Gross Gross premiums written and policy fees Changes in unearned premiums Premiums earned and policy fees (gross) Claims and beneﬁ ts paid (gross) Change in technical reserves (gross) Change in loss reserves / actuarial reserves1 Policyholders’ dividends incurred Technical costs Total underwriting result (gross) Reinsurance ceded Reinsurance premiums ceded Claims and beneﬁ ts paid Reinsurance share in loss paid Policyholders’ dividends incurred Technical costs Total underwriting result of business ceded For own account Premiums earned and policy fees Claims and beneﬁ ts paid Change in loss reserves / actuarial reserves1 Policyholders’ dividends incurred Technical costs Total underwriting result for own account Investment income (gross) Realized capital gains and losses on investments2 Investment expenses Other ﬁ nancial income and expenses Investment result Borrowing costs Proﬁ t before taxes Income taxes Proﬁ t / loss for the period in CHF million 1 Including change in claim processing cost provisions. 2 Including ﬁ nancial liabilities held for trading (derivative ﬁ nancial instruments). Bâloise-Holding Annual Report 2006 Nonlife 2006 2005 2005 Life 2006 3,055.4 3,065.1 3,783.7 3,651.4 –4.0 –9.9 –/– –/– 3,051.4 3,055.2 3,783.7 3,651.4 –1,847.4 –1,801.9 –3,924.7 –3,523.1 –333.4 –11.4 –42.3 –21.4 –912.8 –925.2 –462.9 –286.8 –524.3 –585.6 –431.6 –508.1 –53.6 264.4 –1,415.0 –1,397.0 –183.5 –167.7 60.0 131.8 –0.1 10.1 18.3 132.6 –97.8 0.1 9.0 –123.8 –13.8 63.9 –66.3 0.3 16.4 0.5 –19.8 6.2 1.6 0.8 3.9 –7.3 2,867.9 2,887.5 3,769.9 3,631.6 –1,787.4 –1,669.3 –3,860.8 –3,516.9 –201.6 –140.1 –11.5 –21.3 –902.7 –916.2 –529.2 –286.5 –507.9 –584.0 –430.8 –504.2 –35.3 282.8 65.3 –19.5 –38.2 290.4 –/– 255.1 –10.8 140.6 –1,414.5 –1,404.3 296.6 121.6 –19.8 1,350.7 1,368.2 428.6 –68.3 474.3 –73.6 3.2 –147.3 –118.4 401.6 1,563.7 1,650.5 –/– 542.2 –92.4 –/– 149.2 –23.3 –/– 246.2 –80.1 244.3 449.8 125.9 166.1 MANAGEMENT INFORMATION | GROSS PREMIUMS BY LINE OF BUSINESS 69 Gross premiums by line of business Nonlife Accident Health General liability Transport Marine Property Miscellaneous Reinsurance assumed Gross premiums written – nonlife in CHF million Life Single premiums Recurring premiums Investment-type premiums Gross premiums written – life in CHF million 2005 435.6 110.3 328.9 2006 444.8 107.4 340.8 1,010.3 1,002.1 148.9 917.3 41.5 62.6 148.0 926.1 42.3 53.6 3,055.4 3,065.1 2005 2006 1,637.8 1,697.5 2,700.3 2,728.5 –554.4 –774.6 3,783.7 3,651.4 +/– % 2.1 –2.6 3.6 –0.8 –0.6 1.0 1.9 –14.4 0.3 +/– % 3.6 1.0 39.7 –3.5 Bâloise-Holding Annual Report 2006 70 MANAGEMENT INFORMATION | EMBEDDED VALUE Embedded value Development of embedded value Embedded value at January 1 Operating proﬁ t from insurance business in force and adjusted equity and proﬁ t from new business Economic changes, including changes in unrealized gains and losses on investments (equities and properties) Dividends and capital movements Exchange differences Embedded value at December 31 of which: value of insurance business in force of which: adjusted equity of which: cost of solvency in CHF million; all ﬁ gures after taxes New business Value new business in CHF million APE1 in CHF million Sensitivity of new business value to risk discount rate (+/– 1.0%) Ratio new business value to APE in percent Sensitivities +/– 1% change in risk discount rate +/– 10% change in market value of equities +/– 10% change in market value of properties +/– 0.5% change in new money rate in percent 1 Annual premium equivalent = 100% annual premium of new business + 10% single premium. 2005 2006 2,136.8 2,359.7 206.3 134.7 14.1 0.0 2.5 178.1 –60.2 15.4 2,359.7 2,627.8 1’072.9 1,096.2 1’761.9 2,011.1 –475.1 –479.6 2005 12.0 225.4 –47.1/ +54.6 5.3 2006 15.9 217.2 –31.9 / +33.9 7.3 2005 2006 –6.3/+7.3 –6.3 / +7.2 +6.3/–6.3 +6.3 / –6.3 +5.1/–5.1 +4.5 / –4.5 +4.5/–4.9 +3.8 / –4.1 The embedded value of the life insurance business con- company Deutscher PensionsRing the embedded value sists of three elements: the adjusted net asset value of the consists only of the shareholders’ equity in accordance life insurance activities, the value of insurance business with IFRS. in force and the cost of solvency capital. Embedded value does not take into account any new business that will be The value of insurance business in force corresponds to the written in the future. earnings generated by the insurance portfolio in the future. These earnings are obtained by discounting expected fu- The adjusted net asset value is based on the market value ture cash ﬂ ows arising from the existing insurance con- of investments and the statutory value of liabilities from tracts. A large number of assumptions need to be made to insurance operations. The unrealized gains and losses on calculate this value, the most important of which are listed investments (equities and properties), which can be sub- in the table below. ject to signiﬁ cant ﬂ uctuations, represent a signiﬁ cant part of the adjusted net asset value. For the life operations of The cost of solvency is the charge for the cost of capital Luxembourg, Austria and Croatia as well as for the German supporting the solvency requirements of the business. Bâloise-Holding Annual Report 2006 MANAGEMENT INFORMATION | EMBEDDED VALUE 71 Geographic breakdown of embedded value Switzerland of which: value of insurance business in force of which: adjusted equity of which: cost of solvency EU of which: value of insurance business in force of which: adjusted equity of which: cost of solvency Consolidation Embedded value at December 31 in CHF million; all ﬁ gures after taxes New business New business margin Switzerland in percent Value of new business in CHF million APE in CHF million New business margin EU in percent Value of new business in CHF million APE in CHF million Assumptions in percent Group Risk discount rate Bond yield Share return Property return Switzerland Risk discount rate Bond yield Share return Property return EU Risk discount rate Bond yield Share return Property return 2005 2006 1,974.2 2,242.0 872.9 861.7 1’474.0 1,756.5 –372.7 –376.2 445.5 200.0 347.9 451.4 234.5 320.3 –102.4 –103.4 –60.0 –65.7 2,359.7 2,627.8 2005 6.5 7.6 117.8 4.1 4.4 2006 10.2 10.9 106.4 4.5 5.0 107.7 110.8 2005 2006 7.6 7.6 2.7–2.9 2.85–2.85 7.2 4.8 7.5 7.2 4.8 7.5 2.5.–2.7 2.65–2.65 7.0 4.75 7.0 4.75 8.2 8.3 3.6–3.9 4.0–4.0 8.0 5.0 8.0 5.2 External review: Deloitte and Touche LLP have reviewed the choice of methodology together with the assumptions and calculations made by Baloise Group in the calculation of the embedded value results of its Life Business at December 31, 2006. Deloitte has reported to the Baloise Group that it considers that the methodology is appropriate, Baloise’s assumptions are altogether reasonable and that the embedded value results as published above have been properly compiled on the basis of methodology and assumptions chosen. For the purpose of this report, Deloitte has performed certain checks on data provided by the Baloise Group, but has relied on ﬁ nancial information underlying the Group’s ﬁ nancial statements. Bâloise-Holding Annual Report 2006 72 MANAGEMENT INFORMATION | BANKING BUSINESS Banking business Results from banking business Total interest income Total interest expense Net interest income Result from commission business and services Result from trading business Other income Total income from banking business Personnel expense Operating expenses Total expenses related to banking business Gross proﬁ t / loss Losses and value adjustments related to credit risks Amortization and depreciation on property, plant and equipment and on intangible assets Proﬁ t / loss before tax and minority interests Income taxes Proﬁ t / loss for the period in CHF million Additional information Assets managed for third parties Risk-weighted-assets banking activities in CHF million Asset allocation Fixed income securities Shares Derivative ﬁ nancial instruments Alternative ﬁ nancial assets Investment properties Mortgages Policy loans and other loans Other short-term investments Total in CHF million Bâloise-Holding Annual Report 2006 2005 176.6 –77.9 98.7 53.2 –2.1 –1.9 2006 181.5 –81.2 100.3 69.2 –1.7 3.1 147.9 170.9 –49.7 –42.4 –92.1 –49.5 –48.1 –97.6 55.8 73.3 31.7 –5.6 –10.5 77.0 –9.9 67.1 –4.1 63.6 –12.3 51.3 2005 2006 8,187.7 8,950.6 3,449.7 3,443.7 2005 311.7 1.7 35.0 –/– 3.3 2006 295.6 1.7 12.4 –/– 0.0 4,808.5 4,909.0 297.4 111.0 270.7 130.5 5,568.6 5,619.9 MANAGEMENT INFORMATION | INVESTMENT PERFORMANCE 73 Investment performance Investment performance 2005 (excluding unit-linked investments) Current investment income Realized gains and losses and valuation changes charged to income (net) Change in unrealized gains and losses in equity Investment management costs Operating proﬁ t Fixed-interest securities 692.7 159.0 –70.0 –34.3 747.4 Shares 113.4 362.8 763.4 –8.9 1,230.7 Investment properties Mortgages, policy loans and other loans Alternative ﬁ nancial assets, derivatives and other Total 253.1 694.7 40.6 1,794.5 –58.8 –/– –12.1 182.2 7.2 –/– –12.8 689.1 –116.4 –99.6 –20.0 353.8 593.8 –88.1 –195.4 2,654.0 Average level of investments 21,121.7 4,939.9 5,600.5 17,315.5 4,334.7 53,312.3 Performance in percent in CHF million 3.5 24.9 3.3 4.0 –4.5 5.0 Investment performance 2006 (excluding unit-linked investments) Current investment income Realized gains and losses and valuation changes charged to income (net) Change in unrealized gains and losses in equity Investment management costs Operating proﬁ t Fixed-interest securities 715.4 70.9 –446.9 –33.1 306.3 Shares 139.9 462.6 396.3 –8.6 990.2 Investment properties Mortgages, policy loans and other loans Alternative ﬁ nancial assets, derivatives and other Total 231.1 683.3 54.0 1,823.7 80.5 –/– –13.7 297.9 –11.8 –/– –12.2 659.3 –34.7 223.3 –26.1 216.5 567.5 172.7 –93.7 2,470.2 Average level of investments 22,057.0 5,881.2 5,447.1 17,718.6 4,198.5 55,302.4 Performance in percent in CHF million 1.4 16.8 5.5 3.7 5.2 4.5 Bâloise-Holding Annual Report 2006 74 MANAGEMENT INFORMATION | INVESTMENT PERFORMANCE Current investment income, insurance Fixed income securities Shares Derivative ﬁ nancial instruments Alternative ﬁ nancial assets Investment properties Mortgages Policy loans and other loans Other short-term investments Total current investment income in CHF million, excluding unit-linked investments Realized gains and losses, insurance Fixed income securities Shares Derivative ﬁ nancial instruments Alternative ﬁ nancial assets Investment properties Mortgages Policy loans and other loans Other short-term investments Total investment gains and losses in CHF million, excluding unit-linked investments Asset allocation, insurance Fixed income securities Shares Derivative ﬁ nancial instruments Alternative ﬁ nancial assets Investment properties Mortgages Policy loans and other loans Other short-term investments Total in CHF million, excluding unit-linked investments 2005 2006 Nonlife 136.3 23.1 –/– 1.5 49.9 13.2 47.6 11.2 Life 541.1 83.1 –/– 3.2 188.3 180.8 333.7 20.5 Total 677.4 106.2 –/– 4.7 238.2 194.0 381.3 31.7 Nonlife 152.6 29.6 –/– 2.5 44.3 11.3 44.0 12.3 Life 552.2 109.6 –/– 5.0 181.6 167.6 324.6 27.6 Total 704.8 139.2 0.0 7.5 225.9 178.9 368.6 39.9 282.8 1,350.7 1,633.5 296.6 1,368.2 1,664.8 2005 2006 Nonlife 39.7 79.5 –33.5 7.6 –26.9 –1.5 –1.0 1.4 65.3 Nonlife 4,418.0 1,145.7 0.4 341.1 959.0 355.4 973.0 676.0 Life 119.6 219.4 –81.7 23.9 –30.9 –16.4 1.3 –0.4 234.8 2005 Life 16,475.3 4,284.4 1.1 1,754.9 4,275.7 4,669.2 7,562.1 802.3 Total 159.3 298.9 –115.2 31.5 –57.8 –17.9 0.3 1.0 300.1 Total 20,893.3 5,430.1 1.5 2,096.0 5,234.7 5,024.6 8,535.1 1,478.3 Nonlife –5.0 117.1 –11.3 15.7 1.8 –2.0 3.4 1.9 Life 76.0 313.4 –109.8 69.7 1.8 –2.8 4.5 0.7 121.6 353.5 Nonlife 5,060.8 1,258.5 1.7 356.7 942.3 371.3 973.3 417.2 2006 Life 17,520.2 4,763.6 23.2 1,819.6 4,203.2 4,661.1 7,324.8 1,044.1 Total 71.0 430.5 –121.1 85.4 3.6 –4.8 7.9 2.6 475.1 Total 22,581.0 6,022.1 24.9 2,176.3 5,145.5 5,032.4 8,298.1 1,461.3 8,868.6 39,825.0 48,693.6 9,381.8 41,359.8 50,741.6 Bâloise-Holding Annual Report 2006 75 Bâloise-Holding Annual Report 2006 76 Bâloise-Holding Annual Report 2006 MANAGEMENT INFORMATION | BÂLOISE-HOLDING, INCOME STATEMENT 77 Income statement: Bâloise-Holding Income Income from securities Gains on securities Income from participating interests Interest on loans to Group companies Income from ﬁ nancial assets Other interest receivable Realized gains on noncurrent assets Other income Total income Expense Administrative expense Interest payable Amortization of / losses from noncurrent assets Other expense Total expense Overall result Total income Total expense Proﬁ t before taxes Taxes on income and capital Proﬁ t for the period in CHF 4/1/05–12/31/05 1/1/06–12/31/06 6,651,261 154 1,096,732 25,310,753 108,684,691 296,367,229 997,317 726,134 76,250 538,882 2,817,633 4,504,038 2,118,235 –/– 52,012,799 1,981,336 175,104,802 328,778,642 –4,267,612 –3,742,074 –32,496,238 –27,145,016 –/– –30,000,000 –188,698 –8,677,454 –36,952,548 –69,564,544 175,104,802 328,778,642 –36,952,548 –69,564,544 138,152,254 259,214,098 –240,296 –1,775,000 137,911,958 257,439,098 Bâloise-Holding Annual Report 2006 Note 12/31/2005 12/31/2006 3,534 165,255,888 118,675,178 60,000,000 3,895,912 302,023 38,684,692 66,039,185 165,976,512 113,771,232 327,235,828 405,368,328 2 1,446,104,075 1,416,104,075 3 –/– 30,000,000 11,795,298 11,795,298 1,457,899,373 1,457,899,373 1,785,135,201 1,863,267,701 4 5 12,470 13,659,447 113,350,509 34,246,220 900,000,000 900,000,000 688,250 9,081,676 14,297,882 13,730,900 1,028,349,111 970,718,243 5,530,715 5,530,715 11,724,001 11,724,001 6 7,817,186 119,058,201 593,186,056 498,145,041 138,528,132 258,091,500 756,786,090 892,549,458 1,785,135,201 1,863,267,701 78 MANAGEMENT INFORMATION | BÂLOISE-HOLDING, BALANCE SHEET Balance sheet: Bâloise-Holding Assets Cash and cash equivalents Receivables from Group companies Other receivables Accruals Securities Current assets Participating interests Loans to Group companies Financial assets Noncurrent assets Total assets Liabilities and equity Short-term liabilities Payables to Group companies Bonds Provisions Deferrals Liabilities Share capital General reserve Reserve for treasury shares Unappropriated reserve Retained earnings Shareholders’ equity Total liabilities and equity in CHF Bâloise-Holding Annual Report 2006 MANAGEMENT INFORMATION | BÂLOISE-HOLDING, NOTES 79 Notes to the financial statemens of Bâloise-Holding 1. Basis of preparation The Bâloise-Holding accounts comply with Swiss legal requirements. Holding at 3/31/2005 Holding at 12/31/2006 Shares / holdings at 12/31/2006 in % in % Currency in million 100 100 100 100 100 75 100 100 100 100 100 100 100 100 100 100 100 100 75 100 100 100 100 100 100 100 CHF CHF CHF CHF CHF CHF EUR EUR CHF EUR CHF CHF CHF 75.0 50.0 50.0 1.5 1.5 0.2 20.5 0.0 229.0 0.1 31.2 5.0 1.4 2. Participations Company Basler, Versicherungs-Gesellschaft, Basel Basler Lebens-Versicherungs-Gesellschaft, Basel Baloise Bank SoBa, Solothurn Baloise Asset Management Schweiz AG, Basel Baloise Asset Management International AG, Basel Haakon AG, Basel Basler Versicherung Beteiligungsgesellschaft mbH, Hamburg Baloise Beteiligungs-Holding GmbH, Bad Homburg Baloise (Luxembourg) Holding S.A., Bertrange (Luxembourg) Baloise Fund Invest Advico, Bertrange / Luxembourg Baloise Insurance Co, (I.O.M), Ltd, Douglas / Isle of Man Baloise Insurance Company (Bermuda) Ltd., Hamilton / Bermuda Baloise Finance (Jersey) Ltd., St. Helier / Jersey The holdings have been rounded to the nearest percent. Additional information about the participating interests of Bâloise-Holding is given on pages 74 and 75. 3. Loans to Group companies Baloise Bank SoBa was given a subordinated loan of CHF 30 million. 4. Bonds Amount CHF 300 million CHF 250 million CHF 350 million1 1 raised by CHF 100 million in 2005 Interes rate Issued Maturity date 3.25% 3.375% 2.375% 1998 2003 2004 4/7/2008 12/15/2009 12/20/2010 5. Provisions Fluctuation provision amounting to CHF 50 million was reversed in 2005 and taken to “Other income”. Bâloise-Holding Annual Report 2006 80 MANAGEMENT INFORMATION | BÂLOISE-HOLDING, NOTES 6. Treasury shares Baloise Group companies purchased a total of 291,837 shares at an The average purchase price including shares bought back through the second trading line is CHF 103. average price of CHF 91 (excluding share buybacks through the sec- Bâloise-Holding’s reserve for treasury shares was increased by ond trading line). They sold 337,837 shares during the year under CHF 111.2 million, charged against the general reserve, at Decem- review, also at an average price of CHF 91, and together held 95,560 ber 31, 2006. Bâloise-Holding shares as of December 31, 2006. Bâloise-Holding also purchased 1,074,000 shares through a second trading line at an average price of CHF 106. These shares are included in the Secu- rities item on the balance sheet. Shareholders Chase Nominees Group1 Barclays Group Investors Bank & Trust1 Mellon Bank N. A.1 HSBC Overseas Nominee UK1 Nortrust Nominees Ltd.1 UBS Group Cominvest Asset Management in percent Total holding at 12/31/2005 Share of voting rights 12/31/2005 Total holding at 12/31/2006 Share of voting rights 12/31/2006 5.5 0.0 2.6 2.7 2.5 3.1 < 2.0 2.0 2.0 0.0 2.0 0.0 0.0 0.0 < 2.0 0.0 10.5 5.4 3.5 3.2 2.7 2.4 2.2 < 2.0 2.0 < 2.0 0.0 0.0 0.0 0.0 < 2.0 < 2.0 1 Custodian Nominees who hold shares in trust for third parties are considered as belonging to the free ﬂ oat pursuant to the Swiss Exchange (SWX) regulations. Such shareholder groups are not subject to registration by stock exchange law. 7. Signiﬁ cant shareholders One shareholder held over 5% of outstanding Baloise shares on 9. Income from participating interests Dividend claims pursuant to resolutions of the Annual General December 31, 2006. This was Barclays Group wit 5.4% of outstand- Meetings of Baloise Fund Invest Advico, Luxembourg, February 8, ing shares as of December 31, 2006. 2007; of Baloise Finance (Jersey) Ltd., St. Helier (Jersey), February As a widely-held public corporation, the Baloise is part of the 15, 2007; of Baloise Asset Management Schweiz AG, Basel, Baloise Swiss Market Index (SMI) and is included in the SWX’s index calcu- Asset Management International AG, Basel and Haakon AG, Basel, lations with 100% of shares in free ﬂ oat. February 22, 2007; and of Baloise Bank SoBa, Solothurn, March 8, The above table displays the current shareholder structure as of 2007 (income from participating interests) for ﬁ scal year 2006 are December 31, 2006. reported as accrued income (accruals). 8. Contingent liabilities Guarantee liabilities amounted to CHF 214.9 million at December 10. Personnel expenses Administrative expenses include CHF 1.5 million in personnel 31, 2006 (previous year: CHF 447.6 million). During the previous expenses for the year under review (previous year: CHF 1.3 million). year CHF 204.0 for the guarantee of the convertible bond issued by Baloise Finance (Jersey) Ltd was written back; the bond was repaid during the year under review. Bâloise-Holding is jointly liable for value-added tax payable by all companies under the leadership of Basler Versicherungen sub- ject to group taxation. Bâloise-Holding Annual Report 2006 MANAGEMENT INFORMATION | BÂLOISE-HOLDING, NOTES 81 Proposed appropriation of retained earnings Proﬁ t for the period Earnings carried forward Retained earnings Dividend in accordance with Articles of Incorporation Available for distribution at General Meeting Proposals by the Board of Directors Appropriation to unallocated reserve Additional dividend Retained earnings to be carried forward in CHF The above distribution is in accordance with the provisions of Article 30 of the Articles of Incorporation and results in a distri- bution of CHF 3.80 gross per share (CHF 2.47 after deduction of withholding tax). 4/1/05–12/31/05 1/1/06–12/31/06 137,911,958 257,439,098 616,174 652,402 138,528,132 258,091,500 –276,536 –276,536 138,251,596 257,814,964 –16,200,000 –47,300,000 –121,399,194 –209,890,634 652,402 624,330 Bâloise-Holding Annual Report 2006 82 Bâloise-Holding Annual Report 2006 ADDRESSES 83 Addresses Switzerland Basler Versicherungen Aeschengraben 21 CH-4002 Basel Phone +41 61 285 85 85 Fax +41 61 285 70 70 E-mail insurance@baloise.ch www.baloise.ch Germany Basler Versicherungen Basler Strasse 4 D-61281 Bad Homburg Phone +49 61 7213 0 Fax +49 61 7213 200 E-mail info@basler.de www.basler.de Austria Basler Versicherungen Brigittenauer Lände 50–54 A-1203 Vienna Phone +43 1 33 160 0 Fax +43 1 33 160 200 E-mail ofﬁ ce@basler.co.at www.basler.co.at Luxembourg Baloise Assurances Atrium Business Park 23, rue du Puits Romain Bourmicht L-8070 Bertrange Phone +352 290 190 1 Fax +352 290 592 E-mail info@baloise.lu www.baloise.lu Baloise Bank SoBa Amtshausplatz 4 CH-4502 Solothurn Phone +41 32 626 02 02 Fax +41 32 623 36 92 E-mail bank@baloise.ch www.baloise.ch Deutscher Ring Unternehmensgruppe Ludwig-Erhard-Strasse 22 D-20459 Hamburg Phone +49 40 3599 7711 Fax +49 40 3599 2500 E-mail service@deutscherring.de www.deutscherring.de Belgium Mercator Verzekeringen Desguinlei 100 B-2018 Antwerpen Phone +32 3 247 21 11 Fax +32 3 247 27 77 E-mail info@mercator.be www.mercator.be Croatia Basler Osiguranje d.d. Basler životno Osiguranje d.d. Ulica grada Vukovara 269d/1 HR-10000 Zagreb Phone +385 1 48 17 808 Fax +385 1 48 16 932 E-mail info@basler.hr www.basler.hr Bâloise-Holding Aeschengraben 21 CH-4002 Basel www.baloise.com

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