Baloise-Holding AG Annual Report 2009

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FY2009 Annual Report · Baloise-Holding AG

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Baloise key figures

in CHF million

Business volume

Gross premiums written nonlife

Gross premiums written life

Subtotal of IFRS gross premiums written 1

Investment-type premiums

Total business volume

Business result

Profit / loss for the period before borrowing costs and taxes

Nonlife

Life 5

Banking

Other activities

Profit for the period

Balance sheet

Investments 2

Technical reserves

Equity

Ratios in percent

Return on equity (RoE)

Combined ratio nonlife (gross)

Combined ratio nonlife (net)

New business margin life

Investment performance

Embedded value life insurance

Embedded value

APE (annual premium equivalent)

Value of new business

Key share figures

Shares issued in units

Consolidated profit per share basic in CHF

Consolidated profit per share diluted in CHF

Equity per share 3 in CHF

Closing price in CHF

Market capitalisation in CHF million

Dividend per share 4 in CHF

2008

2009

Change in %

3,214.8

3,739.1

6,953.9

904.4

7,858.3

423.2

89.2

52.9

14.6

386.7

3,136.4

3,723.4

6,859.8

2,905.6

9,765.4

382.6

151.0

61.0

– 32.5

421.0

56,332.2

44,068.6

3,895.6

62,356.4

45,344.2

4,510.0

9.0

88.1

90.9

7.9

– 0.4

10.3

91.2

94.4

10.1

4.9

2,446.2

2,826.9

244.1

19.4

253.1

25.5

50,000,000

7.33

7.32

75.6

78.50

3,925.0

4.50

8.64

8.57

90.1

86.05

4,302.5

4.50

– 2.4

– 0.4

– 1.4

221.3

24.3

– 9.6

69.3

15.3

8.9

10.7

2.9

15.8

0.0

17.9

17.1

19.2

9.6

0.0

1 Premiums written and policy fees gross.
2 Including assets for the account and at the risk of life insurance policyholders.
3 Calculation based on equity before minority interests.
4 2009 based on the proposal to the Annual General Meeting.
5 Of which latency calculation effects from other business segments: 31 December 2008 CHF – 19.4 million / 31 December 2009 CHF 6.9 million.

At a glance

Who WE aRE:
Headquartered in Basel, Switerland, the Baloise Group is a European provider of insurance and pension
solutions. In Switzerland Baloise operates as a focused financial services provider, combing insurance and
banking. Further markets are Germany, Austria, Belgium, Luxembourg, Croatia and Serbia. The sales net-
work comprises the company’s own sales organisation, brokers and further partners. Baloise operates its
business in innovative pension products for private customers all over Europe and has competence centres
in Luxembourg and Liechtenstein. Bâloise Holding Ltd shares are listed in the main segment on the SIX
Swiss Exchange. The Baloise Group employs approximately 9,400 people.

WhaT WE STaND FoR:
We want people to feel safer. To play our part in this respect, we created the “Safety World.” Everything we
do is geared towards safety, meaning that we consciously go further than other insurance companies:
We combine insurance with smart prevention. Thus we help to make sure that damage does not occur in the
first place. And should something nevertheless happen, we are there. Fast and capable as always.

→
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WhaT WE aChIEVED IN 2009:
Profit of CHF 421.0 million (previous year: CHF 386.7 million), a plus of 8.9 %.
Return on equity of 10.3 % (previous year 9.0 %), a plus of 14.4 %.
Excellent Solvency of 230 % (previous year 196 %), a plus of 17.3 %.
Equity of CHF 4,510.0 million, a plus of 15.8 %.
Business volume growth of 27.0 % in local currencies to CHF 9,765.4 million.
Unchanged dividend per share of CHF 4.50; this equates to a dividend yield of 5.2 %
on the price at year-end of CHF 86.05.
Combined ratio (net) of 94.4 % (previous year: 90.9 %), due to natural phenomena,
major claims and recession effects.
Embedded value of CHF 2,826.9 million (previous year: CHF 2,446.2 million);
new business margin of 10.1 % (previous year 7.9 %).
Baloise Bank SoBa: volume of business increase of CHF 1 billion (loan assets,
customer funds, deposit accounts) and over 12,500 new customers.

WhaT WE WaNT To aChIEVE BY 2012:
Building on our highly productive and profitable core business, we want to continue to achieve a return on
equity of 15 % over the insurance cycle and steadily increase earnings per share. In the nonlife business, we aim
to continue to keep the combined ratio appreciably below 100 %. We want to sustainably increase earning power
by CHF 200 million by 2012 by means of the strategic programme “Baloise 2012.”

FINaNCIal INFoRmaTIoN
Consolidated income statement .................................... . .. . .. . 79
Results by business segments ........................................ .. . .. . . . 80
Consolidated balance sheet ........................................... . .. . .. . . 81
Business volume, premiums and combined ratio ..... . .. . . .. . 82
Technical income statement ......................................... . .. . .. . . 84
Gross premiums by sectors ............................................ . .. . . .. 85
Embedded value .............................................................. . . . . . .. . 86
Banking activities ........................................................... .. .. . . . . 89
Investment performance ................................................ . . .. . . . 90

BâloISE holDINg
Income statement Bâloise Holding ............................... . .. . .. . 93
Balance sheet Bâloise Holding ...................................... .. . .. . .. 94
Notes Bâloise Holding ................................................... . .. . . . . . 95
Appropriation of retained earnings
as proposed by the Board of Directors ......................... . . .. . 101

gloSSaRY ......................................................................... . . .. .. 102

aDDRESSES ...................................................................... . . . .. . 106

INFoRmaTIoN oN ThE BaloISE gRouP ........................ . .. . . 107

KE Y D aTES a ND C oNTaCTS .......................................... .. Cover

Content

BaloISE
Baloise key figures .............................. ........ ........ .... . ... . . .... Cover
At a glance . . .. . . . . . . . . ...................... ........ ......... . . ... . .. . .. .. . .. .. . .... Cover

SaFET Y DIaRY . . . .. . . . ............................. ........ ..... .. . .. .. . .. .. . .. ............ 1

ShaREholDER INFoRmaTIoN
Letter to shareholders:
“Successful strategy in turbulent times” ............................ 20
Baloise share: Baloise shares outperform
the Swiss Insurance Industry Index ........................... ......... 22
Our markets . . .. . . . . . . ........................... ........ ...... . .. .. . .. .. . .. .. . . ......... 24
Brand and strategy ............................... ........ ........ .. . ... . . . ......... 26

REVIEW oF BuSINESS YE aR
Group: Baloise performs well ............................. ........ .......... 27
Switzerland: Excellent earning power ................................. 31
Germany: Stable operational performance ....... ................. 32
Belgium and Luxembourg:
Above market growth ............................ ........ ........ ..... . . ......... 33
Other units and Group business:
Strong dynamic growth ............................... ........ ........ .......... 34

SuSTaINaBlE BuSINESS maNagEmENT
Human Resources: Baloise invests in its employees ......... 36
Ecology: long-term protection of the environment .......... 40
Risk Management: we apply advanced
Risk Management to make our customers safer ................ 42

CoRPoRaTE goVERNaNCE
Group and shareholder structure ........................................ 46
Capital structure ................................... ........ ....... . . ... . . .. . ......... 47
Board of Directors ................................ ........ ........ ... . . ... . ......... 48
Corporate Executive Committee and management ......... 54
Shareholder participation rights .......................................... 57
Change of control and defensive action .............................. 58
Auditors .. . . . .............................. ........ ....... . . ... . . . .. . . . .. . . . .. . . . .. ......... 58
Information policy ................................... ........ ....... . . ... . ......... 59
Compensation Report ................................ ........ ........ ... ......... 60

Bâloise-Holding Geschäftsbericht 2008
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BjöRN DENIS, Claims Management, Bremen, Germany

Bâloise-Holding Geschäftsbericht 2008
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SamuEl SChaRoWSKI, Apprentice, Basel, Switzerland

Bâloise-Holding Geschäftsbericht 2008
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YVES-lauRENT gRIzE, Head of Actuarial Pricing Services Nonlife, Basel, Switzerland

Bâloise-Holding Geschäftsbericht 2008
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aNN VaN mol, Assisstant to the Managing Directors, Antwerp, Belgium

Bâloise-Holding Geschäftsbericht 2008
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RolF gEIgER, Sales Manager, General Agency Wil / Toggenburg, Lichtensteig, Switzerland

Bâloise-Holding Geschäftsbericht 2008
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Shareholder
information

PAGES 20 – 34

“ Year-on-year we are keen to satisfy
the high expectations of our custom-
ers and shareholders. The gratifying
growth, the improved financial targets
and the positive share price validate
our success. ”

Shareholder information
Letter to shareholders

“Successful strategy in turbulent times”

Dr Rolf Schäuble, Chairman of the Board of Directors (right),
and Dr Martin Strobel, CEO of Baloise Group (left)

DEAR SHAREHOLDERS

We can present a good result for Baloise’s 2009 fiscal year to
you. The profit for the period increased by 8.9 % to CHF
421.0 million compared to 2008. This means that we are on
target to become one of Europe’s most profitable and fastest-
growing insurers by 2012.

The crisis made for a very challenging insurance sector
environment in 2009. It is all the more encouraging to be
able to report that Baloise achieved good growth and the
balance sheet remains strong and flexible. Solid results were
generated by our healthy core business and prudent asset
management.

Year after year, the Board of Directors and the Corporate
Executive Committee of Baloise strive to meet shareholders’
high expectations as regards financial management. We are
therefore pleased that we could improve important financial
targets in 2009. Return on equity increased to 10.3 %, whilst
earnings per share rose by 17.9 % to CHF 8.64. The positive
Baloise share price trend shows us that the stock market ac-
knowledges our performance. Thanks to the good result and
our strength, we can propose a high cash dividend of CHF
4.50 to the Annual General Meeting 2010.

We thank our employees for their special dedication,
their loyalty and their sense of responsibility. Our sincere
thanks also go to you, the owners of Baloise, and to our cus-
tomers for their trust and loyalty.

Shareholder information
Letter to shareholders

Third: We develop new areas of growth. Innovation is the
decisive strength here; we specifically encourage it. Baloise
Life in Liechtenstein develops and sells innovative life insur-
ance products – successfully. Its “variable annuities” are in-
creasingly in demand in Switzerland, we were one of the first
to offer these products in 2009 in Germany. Our Belgian
subsidiary, Mercator, has generated above-average growth
with innovative combined products for private and com-
mercial customers. Our Bâloise Luxembourg subsidiary
strengthened its market position by buying Fortis Luxem-
bourg IARD S.A.

In the coming years as well, we anticipate volatile finan-
cial markets and uncertain economic trends. Therefore our
forecasts are conservative.

Building on our highly productive and profitable core
business, we want to continue to achieve a return on equity
of 15 % over the insurance cycle and steadily increase earn-
ings per share. In the nonlife business, we aim to continue to
keep the combined ratio appreciably below 100 %. By 2012 we
want to increase earning power sustainably by CHF 200 mil-
lion with the aid of our strategic programme “Baloise 2012.”

Basel, March 2010

Dr Rolf Schäuble

Chairman of the Board
of Directors

Dr Martin Strobel

Chief Executive Officer

The general economic environment and also the finan-
cial sector are undergoing a process of palpable change. In
order to deal with this successfully, companies are needed
that are flexible and can adapt to these new circumstances.
However, adaptation is only of value if it is linked to a clear
strategy; a clear strategy provides safety. This is what cus-
tomers, employees and investors expect from a forward-
looking company, especially in times of uncertainty.

Our clear strategy provides safety
in times of uncertainty.

Baloise has a clear strategy: By 2012 we want to be one of
Europe’s most profitable and fastest-growing insurers.
There are three ways to reach this goal.

First: We optimise our existing organisation. We thus lay
the foundations for further growth in income and in business
volume. So by dovetailing our companies in Germany even
more, we create the efficient platform we need in order to
grow significantly in this important market. The “Baloise
2012” programme is our answer to these changes. We have
launched close to 100 action packages Group-wide, geared to
focusing even more consistently on customers and cutting
costs. This includes the centralisation of IT and purchasing as
well as reducing staff to add more value. Already in its first
year (2009), “Baloise 2012” had an enumerable profit impact.
Second: We want even more organic growth. We have
realised that this is only possible if we differentiate ourselves
from the competition by clearly adding value. Our solution
is “Safety World.” We want people to feel safe; we play our
role by systematically combining smart prevention with in-
surance. Our promise: “Making you safer.” The results and
reactions of the customers are excellent. Increasingly they
choose us as their partner for comprehensive solutions and
recommend us more and more often. Nothing is more moti-
vating than that!

Shareholder information
Baloise share

Baloise shares outperform
the Swiss Insurance Industry Index

In 2009 Baloise shares* performed well, increasing by 9.6 %, and ended the stock exchange
year in positive territory at a closing price of CHF 86.05, thus outperforming the Swiss Insurance
Industry Index.

Following the sharp fall in prices on the global financial
markets in 2008, investors were pleased to see a recovery in
2009. After the overall market had once again recorded con-
siderable losses in the first quarter of 2009, prices increased
in the second quarter. This positive trend enabled Baloise
shares to gain 2.7 % in the first half of 2009. During the same
period the SMI lost 2.4 % and the Swiss Insurance Industry
Index (SWX SP Insurance Price Index) fell 16.2 %.

In the second half of the year Baloise shares increased by
6.7 %, whilst the SMI at 21.1 % and the Swiss Insurance In-
dustry Index at 23.5 % were firmer.

In the course of the stock market recovery, Baloise shares
increased by a total of 9.6 % in comparison with the previous
year and ended a positive stock exchange year at a year-end
price of CHF 86.05. Whilst the Swiss blue chip index, SMI,
increased by 18.3 % in the year just ended, the Swiss Insur-
ance Industry Index only gained 3.5 %. Baloise shares there-
fore outperformed the domestic sector index.

The Baloise share has not been included in the SMI since
21 September 2009. Changes to the index basket, due to
market capitalisation and trading volumes, played a crucial
role here. Baloise shares continue to be included in the SLI
(Swiss Leader Index), which incorporates the 30 most liquid
and most important Swiss stocks.

DIVIDENDS PAID OUT TO SHAREHOLDERS
For the 2009 fiscal year the Board of Directors will propose
a cash dividend of CHF 4.50 to the Annual General Meeting
on 23 April 2010. Measured against the year-end price, that
represents a cash dividend yield of 5.2 %.

The current share buy-back programme, which kicked off
in September 2008, was continued in 2009 and prolonged to
30 April 2010. A maximum of 2,000,000 registered shares

will be bought back, which corresponds to a percentage of
maximum 4 % of outstanding shares. A total of 1,181,875
shares had been acquired by the end of December 2009; this
equates to 59.1 % of the share buy-back programme. The
average buy-back price was CHF 75.43.

Year

2008 1

2009

Total

Buy-back
volume
(in units)

274,217

907,678

1,181,895

Buy-back
volume
(in CHF million)

Average price
(in CHF)

17.7

71.5

89.2

64.42

78.75

75.43

1 Comprises exclusively the share buy-back programme in place since September 2008.

An additional 1,173,715 treasury shares were repurchased at an average price of
CHF 95.99 in 2008, as part of the previous share buy-back programme (2006 – 2008).

The current status of this ongoing share buy-back pro-
gramme can be viewed at:

www.baloise.com → Investor relations

→ Baloise share → Share buy-back programme

SHAREHOLDER STRUCTURE
Bâloise Holding has a broad shareholder base. The free float
continues to be 100 %. During the 2009 fiscal year the share-
holder base changed as follows: on 26 March 2009 the Signal
Iduna Group exceeded the 5 % threshold at 5.18 %. On 3
December 2009, the Barclays Group also announced that
it had fallen below the 3 % threshold, due to changes in its
own group structure. The BlackRock Group, with a 4.21 %
stake in Baloise, exceeded the reportable 3 % threshold on
14 December 2009. Information about the largest registered
shareholders as of 31 December 2009 is detailed in the table
on page 100.

*Baloise share = share of Bâloise Holding Ltd

Shareholder information
Baloise share

30.12.2005

30.12.2006

30.12.2007

30.12.2008

30.12.2009

76.75

77.00

52.70

121.80

126.70

76.40

111.50

135.00

104.90

78.50

119.80

44.80

86.05

102.60

52.60

4,244.8

6,736.4

6,021.0

3,925.0

4,302.5

7.30

10.51

0.97

12.90

9.40

1.34

15.15

7.36

1.20

7.33

7.32

10.71

1.00

8.64

8.57

9.96

0.95

55,307,150

54,000,000

50,000,000

887,879

1,849,548

3,997,308

1,566,985

2,282,790

54,419,271

53,457,602

50,002,692

48,433,015

47,717,210

54,280,154

54,086,516

51,887,469

48,852,533

47,905,512

2.20

30.7

2.9

3.80

30.1

3.1

4.50

29.7

4.0

4.50

61.4

5.7

4.50

52.1

5.2

INDE xED SHARE PRICE DEVELOPMENT 1 BâLOISE HOLDING
REGISTERED SHARE 2004 – 2009

BALN

CHF 0.10

1.241.051

CH0012410517

SIX Swiss Exchange

100 % registered shares

300

250

200

150

100

2004

2005

2006

2007

2008

2009

1 31 December 2003 = 100

Bâloise Holding registered share (BLAN)
SWX SP Insurance Price Index (SMINNX)
Swiss Market Index (SMI)

SHARE STATISTICS

Price at year-end in CHF

High in CHF

Low in CHF

Market capitalisation in CHF million

Consolidated profit per share basic in CHF

Consolidated profit per share diluted in CHF

Price / earnings ratio (P / E)

Price / carrying value ratio (P / B)

Number of shares issued in units

./. Number of treasury shares in units

Number of shares in circulation in units

Average number of shares outstanding 1

Dividends per share 2 in CHF

Dividend pay-out ratio 2

Dividend yield 2

1 Relevant for the earnings per share calculation (see Financial Report page 120).
2 2009 based on proposal to Annual General Meeting.

BALOISE SHARE

Security symbol

Nominal value

Security number

ISIN

Exchange

Security type

Baloise
Our markets

Our markets

Baloise focuses on markets, customers, sales channels and products with a high degree of
added value. We target private individuals, small and medium-sized enterprises with a positive
risk and earnings profile as well as selected industrial companies as customers.

SWITZERLAND
In its home market, Switzerland, Baloise operates under the
brand names “Basler Versicherungen” and “Baloise Bank
SoBa.” Basler Switzerland is the largest business unit within
the Group. As a financial services provider it focuses on com-
prehensive insurance and pension solutions. Its clients are
private individuals, small and medium-sized enterprises as
well as selected industrial companies. The company’s own
sales force constitutes the core of its sales strategy. This is aug-
mented by a network of selected sales partners for specific
product and customer segments as well as by brokers and the
Internet. Baloise Bank SoBa specifically complements the
range of pension solutions with banking products that are
sold by the insurance sales force and by the Bank itself. In
north-west Switzerland its market positioning is also that of
a full-service bank.

far as sales are concerned, Basler concentrates on using its
own insurance sales force and brokers. Hamburg-based
Deutscher Ring Lebensversicherung and Deutscher Ring
Sachversicherung specialise in providing private pension
solutions for private individuals. Sales are generated by its
own insurance sales force, via its sales partners, OVB and
ZEUS, and via brokers.

KEY FIGURES GERMANY

Employees

Business volume in CHF million

Combined ratio (gross) in percent

2008

3,234

2009

3,294

2,325.4

2,169.9

93.4

94.3

KEY FIGURES SWITZERLAND

Employees

Business volume in CHF million

Combined ratio (gross)
Basler Versicherungen in percent

2008

3,875

2009

3,908

3,867.2

3,930.0

81.4

84.7

BELGIUM
In the Belgian market Baloise is represented by the “Merca-
tor” brand in Flanders. Mercator regards itself as a partner
for local professional brokers. The company provides a broad
range of life and nonlife insurance products for private indi-
viduals and small and medium-sized enterprises.

GERMANY
In Germany Baloise is represented by the units “Basler Ver-
sicherungen”, “Deutscher Ring Sach” and “Deutscher Ring
Leben.” Bad Homburg-based Basler Germany focuses on
nonlife insurance; its portfolio includes hedging and pen-
sion solutions for private individuals, small and medium-
sized enterprises as well as selected industrial customers. As

KEY FIGURES BELGIUM

Employees

Business volume in CHF million

Combined ratio (gross)
Mercator Verzekeringen in percent

2008

818

796.2

94.5

2009

825

820.5

98.1

Hamburg

Baloise
Our markets

Antwerp

Bad Homburg

Luxembourg

Basel
Solothurn

Balzers

Vienna

Zagreb

Belgrade

LUxEMBOURG
“Bâloise Assurances” provides a broad range of insurance,
pension and asset formation products to private and corpo-
rate customers in the Grand Duchy. Outside of its home
market, Bâloise Luxembourg also sells pension and asset
formation solutions in various EU countries in partnership
with banking partners that have strong market positioning.

CROATIA AND SERBIA
In Croatia Baloise operates as “Basler osiguranje Zagreb”. It
offers a comprehensive range of insurance solutions for pri-
vate and corporate customers, using its own insurance sales
force and via agencies and banks. Since the end of 2007
Baloise has also been represented in Serbia, where it concen-
trates on selected target customer segments.

KEY FIGURES LUxEMBOURG

Employees

Business volume in CHF million

Combined ratio (gross)
Bâloise Assurances in percent

2008

187

572.4

88.4

2009

198

962.0

91.6

KEY FIGURES CROATIA AND SERBIA

Employees

Business volume in CHF million

Combined ratio (gross)
Croatia and Serbia in percent

2008

842

107.0

105.2

2009

876

92.6

110.9

AUSTRIA
In Austria “Basler Versicherungen” provides insurance and
pension solutions to private customers as well as to small
and medium-sized enterprises. As far as sales channels are
concerned, the business unit focuses on its own insurance
sales force, which has been expanded considerably, as in
previous years.

LIECHTENSTEIN
“Baloise Life” in Balzers, Principality of Liechtenstein, and
founded in 2007, is the most recent addition to the Baloise
Group. Baloise Life develops innovative pension solutions
and tailor-made life insurance products for private custom-
ers across Europe and sells these via Baloise companies in
each country and third party partners.

KEY FIGURES AUSTRIA

KEY FIGURES LIECHTENSTEIN

Employees

Business volume in CHF million

Combined ratio (gross)
Basler Versicherungen in percent

2008

260

158.5

99.8

2009

264

162.5

106.6

in CHF million

Employees

Business volume in CHF million

2008

2009

0.8

1,600.0

Shareholder information
Brand and strategy

Brand and strategy

Our brand promise is “Making you safer”. Everything we do is geared towards safety.
We combine insurance with smart prevention solutions and thus help to ensure that damage
does not occur in the first place.

OUR STRATEGIC GOAL

We will be one of Europe’s
most profitable and fastest
growing insurers by 2012.

To grow
organically

ploye e s , c

u s t o mers, partn

ers a

BRAND CORE
Safety World

To
optimise

m
e e

r
i
p
s
n

o
T

ACHIEVEMENTS
Safety
Strength
Professionalism

VALUES
Swiss
Innovative
Partnership

h
o
l

d
e
r
s

To develop new
growth areas

STRATEGIC THRUSTS

BRAND DELIVERABLES

BRAND VALUES

Safety
Safety is our core achievement. Safety is behind every achieve-
ment, every service and every product. As a force which
liberates energy, inspires and fosters.

Swiss
Baloise is proud of its Swiss origins. Since 1863. This means
we combine reliability, humanism, solidity, tradition, financial
strength and independence.

Strength
Baloise is a strong partner. Strong in terms of growth, re-
turns and results. We can be relied on when it really counts,
because our strength means we are a partner people can
depend on.

Innovative
Our innovative drive gives us the necessary competitive edge.
This is evident from our systematic, comprehensive focus on
safety as well as our customer management. We create an
environment that fosters innovation in every area.

Professionalism
Baloise stands for professionalism. This allows us to produce
top-quality performance. We are professional in our approach
to our core business, our customers and our marketing. Because
we know that professionalism brings inner peace.

Partnership
Commitment to partnership is one of our biggest emotional
strengths. It is based on recognising and creating added
value. We work to nurture and deepen our relationships with
all our stakeholders. So that we are always able to generate
enthusiasm.

Review of business year
Group

Baloise performs well

Baloise achieved a profit of CHF 421.0 million in the 2009 fiscal year; this is an increase of 8.9 %
compared to the previous year. Stand-out features include considerable business growth, invigorated
life insurance products and the very strong and flexible balance sheet.

OVERVIEW
All business divisions performed well in the recessionary
environment and made substantial contributions to the re-
sult. Thus they substantiate Baloise’s steady performance
capability, even in very challenging times. In the light of re-
covering markets, investment perfomance was gratifying
and this had a very positive impact on the life insurance re-
sult in particular and on the further improved balance sheet.
The very gratifying growth in business volume can be at-
tributed to the huge amount of confidence that customers
have in Baloise’s stability and reliability and the services it
provides; the increase was significant above all in the invest-
ment-type life insurance and occupational pension sectors.
Baloise performed in an environment influenced by crisis.
Subsequent impairments of investments, low interest rates
and the generally higher claims tendency in recessionary
phases dampened business performance.

Baloise achieved strong growth in the 2009 fiscal year.
Business volume, which includes investment-type life insur-
ance products, amounted to CHF 9,765.4 million (previous
year: CHF 7,858.3 million). This striking growth of 27.0 % in
local currency terms stems mainly from investment-type
life insurance products sold by Baloise Life in Liechtenstein,
whose products are popular mainly in Italy. Remarkable
growth momentum came from occupational pension solu-
tions in Switzerland as well as Belgium, Luxembourg and
Austria. Adverse exchange rates led to a lower growth rate in
Swiss franc terms. Business volume remains well diversified
across the whole Group.

BUSINESS VOLUME 2009 (GROSS) BY STRATEGIC BUSINESS UNITS

in percent

Switzerland

Germany

Belgium

Luxembourg

Other units and
Group business

40.2

22.2

8.4

9.9

19.3

DISTRIBUTION INCOME

in CHF million

Total business volume

Life

Nonlife

Investment-type insurance
premiums

2008

2009

+ / – %

7,858.3

3,739.1

3,214.8

904.4

9,765.4

3,723.4

3,136.4

24.3

– 0.4

– 2.4

2,905.6

221.3

Income from services rendered

558.2

427.3

– 23.5

Baloise launched its new Group-wide brand positioning
strategy, “Baloise Safety World,” at the beginning of 2009, in
order to achieve above-average growth in relation to target
customers, by clearly differentiating itself from the competi-
tion. The Safety World combines classic insurance with
smart, systematic prevention; a new strategic approach in
the insurance sector. This brand positioning was success-
fully introduced in all business units and is already showing
initial positive effects on growth and earnings. The number
of insurance policies per customer increased noticeably
amongst those customers that benefit from Safety World

Review of business year
Group

products. Sales productivity increased and customer loyalty
improved. Several independent customer surveys, especially
in Switzerland, Germany and in Luxembourg showed that
the Safety World has already had a material impact on brand
appeal, image and customer loyalty. Our Safety World turns
customers into brand ambassadors; market research in Swit-
zerland, Germany and Luxembourg documents this in the
form of significantly higher recommendation rates.

The efficiency-enhancing and growth programme “Balo-
ise 2012,” launched in the 2009 fiscal year, comprises close
to 100 activities across the Group. The aim of this pro-
gramme is to increase Baloise’s earning power by CHF 200
million sustainably by 2012. An effect of CHF 33.6 million
in the net result was recorded in 2009.

In 2009 Baloise made substantial investments above all
in efficient electronic systems to automate business pro-
cesses, in the expansion of its sales coverage and in its new
brand positioning strategy, “Baloise Safety World.”

Business volume (identical to IFRS premium income in
this division) amounted to CHF 3,136.4 million (previous
year: CHF 3,214.8 million), a plus in local currency terms of
0.5 % and a currency-related minus in CHF of 2.4 % respec-
tively. The business units in Luxembourg, Austria and Bel-
gium achieved strong growth in local currency terms.

COMBINED RATIO NET PERFORMANCE

in percent

2009

2008

2007

2006

2005

94.4

90.9

95.1

94.0

100.0

There were no significant changes in the scope of con-

LIFE DIVISION:

solidation of the Baloise Group in 2009.

NONLIFE DIVISION:

STABLE PERFORMANCE IN CHALLENGING ENVIRONMENT
Thanks to the high quality of the insurance portfolio, the
performance of the nonlife division (indemnity and person-
al loss insurance) was solid and could cope well with the
recession-related increase in claims. It generated a profit be-
fore borrowing costs and taxes of CHF 382.6 million (previ-
ous year: CHF 423.2 million). The technical result was di-
luted by lower currency-adjusted premiums and higher
insurance benefits due to major claims and natural phenom-
ena; lower costs and a significantly positive settlement result
led to a higher result. The investment result of the division
did increase by 30.8 %, however, it could not fully compen-
sate for the lower technical result. The combined ratio
amounted to a gross 91.2 % (previous year: 88.1 %). The net
value (after deducting reinsurance) was 94.4 % (previous
year: 90.9 %). This development can be attributed to various
influneces: the increase in claims compared to 2008, cyclical
subdued growth and the delay effect of cost reductions.

STRONG GROWTH AND CLEAR PROFIT INCREASE
The life division was able to increase its profit before bor-
rowing costs and taxes by 69.3 % to CHF 151.0 million (pre-
vious year CHF 89.2 million) thanks to numerous optimisa-
tion activities and the good investment income achieved.
The largest impact on this good result was due to the im-
proved investment result of approximately CHF 1.2 billion.
Business volume, which includes investment-type life
insurance products, reached a record CHF 6,629.0 million
(previous year: CHF 4,643.5 milllion). The increase of 45.4 %
in local currency terms stems mainly from investment-type
insurance products sold by Baloise Life in Liechtenstein. The
increase of classic life insurance policies (IFRS premium
volume) amounted to 1.1 % in local currency terms, reflect-
ing low cyclical demand; performance in CHF terms at 0.4 %
declined slightly. The volume of new business was moderately
higher than in the previous year at CHF 253.1 million. In the
reporting period, life business embedded value increased
from CHF 2,446.2 million to CHF 2,826.9 million, which
corresponds to a return on embedded value of + 13.1 %.
Future forecasts of economic conditions and surpluses

Review of business year
Group

contributed CHF 102.1 million to embedded value. The value
of new business amounted to CHF 25.5 million. The new
business margin is 10.1 % (previous year 7.9 %).

EMBEDDED VALUE PERFORMANCE

in CHF million

2009

2008

2007

2006

2005

2,826.9

2,446.2

3,230.6

2,627.8

2,359.7

BANKING DIVISION: STRONG INFLOW OF NEW ASSETS
The banking division generated a profit before borrowing
costs and taxes of CHF 61.0 million (previous year: CHF 52.9
million) The increase by 15.3 % stems mainly from higher
fee income at Baloise Asset Management. The Swiss Baloise
Bank SoBa AG posted a strong increase of CHF 1 billion in
total in the core market Solothurn and from the business
model of the focussed financial service provider. The profit
of the bank fell slightly by CHF 23.7 million (previous year:
CHF 24.9 million) in accordance with local accounting
standards, due to market conditions.

EQUIT Y: VERY STRONG AND FLExIBLE BASIS
Consolidated equity (after minority interests) of the Baloise
Group amounted to a total of CHF 4,510.0 million (previous
year: CHF 3,895.6 million) on 31 December 2009. The in-
crease of 15.8 % resulted mainly from higher unrealised
profits, an increase of CHF 964.8 million, and the profit for
the period. The share buy-backs from the share buy-back
programme reduced equity by CHF 71.5 million. Return on
equity increased to 10.3 % from 9.0 % in the previous year.
Group solvency increased to an excellent 230 % (previous
year: 196 %).

INVESTMENTS: CONVINCING CONTRIBUTION TO RESULT
The good investment result reflects improved conditions
on the financial markets, after the lows in this year’s first
quarter. Net income of CHF 1,697.1 million (previous year:
CHF 1,406.7 million) equates to a net return of 3.1 %. Re-
current income amounted to CHF 1,921.2 million and so
was below the previous year’s value, above all due to lower
dividend income. The recovery on the capital markets led to
significantly lower adjustments, which had a positive effect
on income. IFRS performance (including net adjustments
of investments not recognised in profit and loss) amounted
to 4.9 %, a distinct improvement compared to the previous
year’s value of – 0.4 %.

OWN INVESTMENTS BY CATEGORIES 1

INVESTMENT COMPONENTS 2009

in CHF million

Investment properties

Alternative financial
investments

Fixed-income securities

Mortgage assets

Policy and other loans

Derivatives

Cash and cash equivalents

2008

2009

+ / – %

in percent

5,055.5

2,600.2

1,666.5

23,065.2

10,388.6

8,603.9

311.3

1,300.9

5,071.7

0.3

2,090.5

– 19.6

1,394.6

– 16.3

25,772.8

10,584.9

8,058.6

11.7

1.9

– 6.3

Fixed-income securities

Mortgage assets

Policy and other loans

Investment properties

Cash and cash equivalents

123.7

– 60.3

Alternative financial investments

2,488.8

91.3

4.9

Derivatives

46.4

19.0

14.5

9.1

4.5

3.8

2.5

0.2

Total

52,992.1

55,585.6

1 Excluding assets for the account and at the risk of life insurance policyholders.

Review of business year
Group

BALOISE ASSETS AS OF 31.12.2008

in CHF million

Own investments

Investment-type life insurances 1

Total recognised assets

Asset management for third parties

Total managed assets

BALOISE ASSETS AS OF 31.12.2009

in CHF million

Own investments

Investment-type life insurances 1

Total recognised assets

Asset management for third parties

Total managed assets

Nonlife

Life

Banking

Total Group

8,646.7

38,238.7

6,078.8

3,340.1

8,646.7

41,578.8

6,078.8

52,992.1

3,340.1

56,332.2

8,426.4

64,758.6

Nonlife

Life

Banking

Total Group

9,140.5

39,431.1

6,555.1

6,818.1

9,140.5

46,249.2

6,555.1

55,585.6

6,818.1

62,403.7

5,500.7

67,904.4

1 Incl. CHF 47.2 million (previous year: CHF 0) other assets (gold holdings from investment-type life insurance policies)

Currency gains due to the slight increase of the euro,
could not fully compensate for the costs of foreign currency
hedges and the negative effect of the US dollar. The hedging
ratio was raised to 80 % at the beginning of the year and re-
mained at that level. The euro ratio was lowered from 90 %
to 70 % after intervention by the Swiss National Bank.

At the end of the year, shares and similar financial assets
constituted 5.9 % (previous year: 5.1 %) of investments. The
hedge funds reverted to positive returns, while investments
in private equities mirrored the negative performance of the
stock markets with a time lag.

Impairments of financial instruments of an equity na-
ture grossed CHF 235.4 million and thus were over 70 %
lower than the previous year. They also include impairments
of alternative investments and indirect property invest-
ments.

A marked feature of the properties directly held was
their strong value and income stability. Very slight impair-
ments had to be applied to mortgage-backed bonds.

The same is true for fixed-interest securities. Given ex-
cellent debtor quality, impairments were extremely low at
CHF 11.3 million gross (previous year: CHF 97.9 million).
Baloise benefited from the systematic purchase of corporate
bonds, above all in the first half-year.

Review of business year
Switzerland

Switzerland
Excellent earning power

The Switzerland segment confirmed its excellent earning power in the challenging market environment.
The intensity of growth and the high degree of customer confidence manifested themselves above all in
the occupational pension business and in the convincing inflow of new assets to Baloise Bank SoBa.

BASLER VERSICHERUNGEN: EFFICIENT CORE BUSINESS
The core business of Basler Switzerland and the friendlier
financial markets were resilient income mainstays, despite
the rather high level of claims in 2009 and lower interest
rates. Profit before borrowing costs and taxes amounted to
CHF 308.0 million (previous year CHF 276.3 million). This
is an increase of 11.5 %. Business volume amounted to CHF
3,930.0 million (previous year: CHF 3,867.2 million). The
plus of 1.6 % is above the market average, above all thanks to
convincing growth in group life insurance policies. Growth
accelerated in the target segments. Here “Baloise Safety
World” generated a strong increase in the number of insur-
ance policies per customer. In addition, Baloise “Safety
Club” customers readily recommend us. Basler Switzerland
expects growth impetus from its realignment, which is de-
signed to sharpen the organisation’s customer focus.

The nonlife division achieved a business volume of CHF
1,280.2 million (previous year: CHF 1,299.5 million). The
decrease of 1.5 % is mainly due to poor demand and inten-
sive price competition as well as the performance under-
writing policy. General liability and accident insurance re-
corded an increase. The negative growth in motor, marine,
property and health insurance reflects recessionary eco-
nomic conditions. Despite high storm claims, the division
achieved an excellent combined ratio of gross 84.7 %, which,
however, could not match the record-low claims figure of
the previous year.

Contrary to the market trend, the life division benefited
from a business volume increase of 3.2 % to CHF 2,649.8
million (previous year: 2,567.7 million). The new business
margin performance was also convincing. The Group life
business (occupational pensions) grew exceptionally strong-
ly by 8.7 %. Here, the Swiss market was in negative territory.

The individual life business at 9.9 % declined due to non-
recurrent deposits.

BALOISE BANK SOBA: STRIKING GROWTH
Baloise Bank SoBa outperformed the market in this chal-
lenging environment. On the whole, it increased its volume
of business (credit assets, customer funds money, deposits)
by over CHF 1 billion and gained over 12,500 new custom-
ers. Commission and service income declined due to the
weaker economy. Sales of banking services via the Basler
Switzerland sales force, i. e. “Mobile Banking” were impres-
sive. The volume of new business increased by CHF 667.7
million and over 5,400 new customers were added. The vol-
ume generated to date by this very successful sales channel
amounts to more than CHF 3 billion and incorporates more
than 32,000 customers.

KEY FIGURES SWITZERLAND

in CHF million

Business volume

Of which: life

Of which: nonlife

Combined ratio (gross)
Basler Versicherungen
in percent

2008

2009

+ / – %

3,867.2

2,567.7

1,299.5

81.4

3,930.0

2,649.8

1.6

3.2

1,280.2

– 1.5

84.7

Profit before borrowing costs
and taxes

276.3

308.0

11.5

Review of business year
Germany

Germany
Stable operational performance

The German business unit, made up of Basler and Deutscher Ring Leben und Sach
put in a stable operational performance with significant cost reductions.

of the very low claims rate in the accident business and cost
reductions.

All companies in the German business unit were able to
embed Safety World in their offerings in 2009. The feedback
from target customers was positive throughout. The cross-
selling ratio and the net annual premiums of these customers
are significantly higher and the churn rate is lower than aver-
age. Brand recognition and appeal values amongst target
customers have improved greatly since the launch of Safety
World.

With the aim of growing significantly in the German
market and, to this end, increase efficiency, Baloise has con-
tinued to intensify dovetailing of Basler and Deutscher Ring
Leben und Sach.

KEY FIGURES GERMANY

in CHF million

Business volume

Of which: life

Of which: nonlife

Combined ratio (gross)
in percent

Profit before borrowing costs
and taxes

2008

2009

+ / – %

2,325.4

1,251.4

1,074.0

93.4

2,169.9

1,141.1

1,028.8

94.3

– 6.7

– 8.8

– 4.2

133.9

91.2

– 31.9

Baloise’s German business generated a profit before borrow-
ing costs and taxes of CHF 91.2 million in the reporting year
(previous year: CHF 133.9 million). The result was weakened
by the profit contraction of the sales organisation OVB, sub-
sequent reservations for industrial and commercial claims
and declining income from and impairments of private eq-
uity and property funds as a result of the economic and fi-
nancial crisis. The business unit was able to cut the adminis-
tration costs of all divisions by 3 %.

Business volume amounted to a total of CHF 2,169.9 mil-
lion (previous year: CHF 2,325.4 million). This equates to
a minus of 1.9 % in local currency terms. The property in-
surance division achieved premium growth in local currency
terms of 0.7 % to CHF 1,028.8 million, despite the fraught
overall economic situation. This value is above the market
average. The main growth pillar was the commercial and in-
dustry business, while the volume motor, accident and ma-
rine insurance business declined due to the economic situa-
tion. The life division achieved a business volume of CHF
1,141.1 million (previous year: CHF 1,251.4 million), which
equates to a decrease of 4.2 % in local currency terms. The
aftereffects of the financial crisis were especially noticeable
in this business division. Mainly, the annual premiums for
conventional life insurance were lower. There was stronger
demand for investment-type life insurance products; their
volume in local currency terms increased by 1.3 %. New life
insurance business with regular premiums outperformed
the market; there is noticeable demand mainly for state-
subsidised unit-linked pension insurance.

The property insurance combined ratio at gross 94.3 %
was only slightly above the previous year’s value of 93.4 %.
The negative effects of major claims could be offset by means

Review of business year
Belgium and Luxembourg

Belgium and Luxembourg
Above market growth

The Mercator unit in Belgium und Bâloise Luxembourg grew above the market
average and contributed substantially to consolidated profits

BELGIUM: STRONG GROWTH AND BEST NONLIFE INSURER
Mercator generated a profit before borrowing costs and tax-
es of CHF 54.4 million (previous year: CHF 93.4 million).
The decline stems mainly from hailstorms and major claims
and a high claims frequency. Growth was convincing: busi-
ness volume increased above the market in local currency
terms by 8.3 % to CHF 820.5 million (previous year: CHF
796.2 million), whereby new business performance was very
positive. The nonlife business grew by 3.5 %; here the inno-
vative combined products were very helpful. Life insurance
business volume increased significantly by 21.9 %, above all
because the volume of investment-type products increased
by 51.7 %. The high level of growth can be explained, amongst
other things, by acceptance in the market: According to
a representative broker survey, Mercator is the best nonlife
insurer and the third best life insurer. Mercator will con-
tinue to strengthen this position in the market with its new
electronic administration system and further optimised
workflow processes. Due to hailstorms, the combined ratio
of the nonlife business increased to gross 98.1 % (previous
year: 94.5 %).

LUxEMBOURG: ACQUISITION OF

FORTIS BOOSTS MARKETS POSITION
Bâloise Luxembourg achieved an excellent result with
a profit before borrowing costs and taxes of CHF 6.0 million
(previous year: CHF 1.6 million). The unit continues its
growth course: Business volume amounted to a total of CHF
962.0 million (previous year: CHF 572.4 million), a plus of
76.7 % in local currency terms. The strong growth results
from the leap in growth of investment-type life insurance
products in other EU countries. The premium volume in the
local nonlife business increased in local currency terms by
4.0 %. The volume of investment-type products nearly dou-
bled in the life insurance business; and also the development
of classic life insurance products in Luxembourg’s domestic
market was very encouraging with and increase in local cur-
rency terms of 20.0 %. With the acquisition of Fortis Luxem-
bourg IARD S.A., Bâloise Luxembourg will continue to
consolidate its market position. The transaction was suc-
cessfully concluded in January 2010.

KEY FIGURES BELGIUM

KEY FIGURES LUxEMBOURG

2008

2009

+ / – %

2008

2009

+ / – %

in CHF million

Business volume

Of which: life

Of which: nonlife

Combined ratio (gross)
Mercator Verzekeringen
in percent

Profit before borrowing costs
and taxes

796.2

208.0

588.2

94.5

3.1

16.0

– 1.5

820.5

241.2

579.3

98.1

93.4

54.4

– 41.8

in CHF million

Business volume

Of which: life

Of which: nonlife

Combined ratio (gross)
Bâloise Assurances in percent

Profit before borrowing costs
and taxes

572.4

516.6

55.8

88.4

68.1

75.6

– 1.3

962.0

906.9

55.1

91.6

1.6

6.0

275.0

Review of business year
Other units and Group business

Other units and Group business
Strong dynamic growth

Basler Austria continued its dynamic growth of past years and expanded sales.
Basler osiguranje Zagreb in Croatia laid the foundations for growth and profitability
with its new marketing strategy and integrated sales.

AUSTRIA: ABOVE MARKET GROWTH
Basler Austria continued the remarkable growth of previous
years. This success is mainly due to the expansion of the
sales network and applying Safety World principles to target
customers. Business volume increased in local currency
terms by 7.8 % and reached CHF 162.5 million (previous
year: CHF 158.5 million). Growth was strongest in invest-
ment-type insurance products. The nonlife division achieved
a premium volume of CHF 120.0 million (previous year:
CHF 117.3 million), a plus of 7.5 %. Life insurance business
volume increased in local currency terms by 8.6 % to CHF
42.5 million (previous year: CHF 41.2 million). The nonlife
business combined ratio increased to 106.6 % (previous year:
99.8 %) due to hail damage.

CROATIA AND SERBIA:

NEW MARKET PRESENCE IN CROATIA
The former three companies of Baloise completed their inte-
gration successfully at the end of 2009 with the new appear-
ance as “Basler osiguranje Zagreb” and the integrated sales
network. The combined business volume of the Croatian and
Serbian units amounted to CHF 92.6 million (previous year:
CHF 107.0 million), a minus in local currency terms of 7.5 %.
The reasons for this are the weak market, the loss of sales
partners and the restructuring of the portfolio. The propri-
etary sales force in Croatia is growing at about 12 % in a stag-
nant market. The combined ratio of the Croatian and Ser-
bian units amounted to gross 110.9 % (previous year: 105.2 %),
due to lower premiums. The restructuring effected an im-
proved claims experience. The Serbian unit had its first suc-
cesses with travel and legal protection insurance products in
its second fiscal year.

BALOISE LIFE, LIECHTENSTEIN: RAPID BUSINESS GROWTH
In the first full operative fiscal year, Baloise Life achieved an
excellent business volume of CHF 1,600.0 million (previous
year: CHF 0.8 million), mainly via sales of investment-type
life insurance products to Italian customers, who took ad-
vantage of the offer of the Italian authorities to make subse-
quent declarations as part of a tax amnesty. The “variable
annuities” also contributed to the result.

KEY FIGURES OTHER UNITS

in CHF million

Business volume

Of which: life

Of which: nonlife

Combined ratio (gross)
Basler Austria in percent

Combined ratio (gross)
Croatia and Serbia in percent

Profit before borrowing costs
and taxes

2008

2009

+ / – %

266.3

99.8

166.5

99.8

1,855.1

596.6

1,690.0 1,593.4

165.1

– 0.8

106.6

105.2

110.9

– 25.3

– 20.8

– 17.8

GROUP BUSINESS
The profit before borrowing costs and taxes for the intra-
Group reinsurance and financing of the units and the Hold-
ing companies amounted to CHF 123.3 million (previous
year: CHF 100.0 million). This was due to the very good
technical result of the reinsurance units and Run Off.

Sustainable Busi-
ness Management

PAGES 36 – 44

“ In line with our ‘Making you safer’
promise, we think particularly long-
term, since our smart prevention
solutions help ensure that damage
does not occur in the first place. ”

Every day we make an invaluable contribution to the economy and
to society, for example by providing occupational pension solutions.

We create and maintain jobs that add value and thereby accept

our social responsibility.

We generate earnings to invest in the future of Baloise and

to help fund the public sector by paying taxes.

We apply capital resources efficiently, in the interests of shareholders

and of the wider economy.

We go easy on natural resources.

Sustainable business management
Human Resources

Baloise invests in its employees

Performance, innovation and partnership are the core values of our corporate culture.
We recruit, foster and remunerate our employees on this basis.

KEY FIGURES

As of 31 December 2009, the Baloise Group had 9,391
(2008: 9,233) employees (FTE in 2009: 8,199).
45.7 % (2008: 46.5 %) of all employees are women.
Baloise employed 248 (2008: 323) apprentices,
trainees and interns throughout the Group.
Staff turnover as of 31 December 2009 was 7.8 %
(2008: 9.3 %).
50.0 % (2008: 58.1 %) of those, who left the company,
did so of their own accord.
In our main market, Switzerland, 61.9 % (2008: 53.0 %)
of employees participated in our Employee Share
Ownership Programmes.
Baloise invested CHF 15.3 million (2008: 18.1 Mio. CHF)
in employee training in 2009.
Employees’ average length of service within Baloise
is 12 years.

THE EMPLOYEES – OUR MOST VALUABLE RESOURCE
“Making you safer” is our promise to our clients, sharehold-
ers and employees. As part of the Baloise Safety World, we
aim to avoid risk by taking preventative action in good time.
This also applies to Baloise as an employer. On the one hand,
we want to foster the success of our business by investing in
our employees at an early stage, and on the other nurture,
the skills and therefore the contribution of every individual.
Baloise’s corporate strategy is to become one of Europe’s
most profitable and fastest growing insurers. All our HR
policies are geared towards achieving this strategic objec-
tive. In this respect we are guided by our corporate values of
being “Partnership”, “Innovative” and “Swiss”.

As an employer, Baloise is guided by the following prin-

ciples:
→
→

→

We are an attractive and forward-looking employer.
By retaining and recruiting outstanding employees we
contribute to the company’s long-term success.
We invest long-term in the skills and career develop-
ment of our employees.
Performance-driven, highly motivated and well-trained
employees enable us to gain competitive advantage.
Our Human Resources strategy lays the foundations to en-
able us to implement these principles. It consists of the fol-
lowing elements:
→
→
→
→
→
→

To be the preferred employer in our sector
To be performance- and results-driven
To be a highly qualified, learning organisation
To have excellent leadership and management skills
To be highly adaptable and flexible
To have an employee-focused corporate culture

Sustainable business management
Human Resources

and increased the emphasis on the company’s economic value
added. In 2010 we will launch a new performance manage-
ment system in all business units.

INVESTMENT IN STRATEGY-ENHANCING ADVANCED TRAINING
In 2009 Baloise devised an innovative development programme
for the top 70 executives and 80 talented employees – the
Strategic Leadership Programme (SLP). This is based on the
essential skills required to implement our strategy success-
fully. The SLP consists of 30 separate learning and activity
modules and features the following phases:
1.

Acquiring knowledge: within each of the 30 learning and
activity modules, any given group will visit the leading
business schools in relation to this topic and will acquire
up-to-date knowledge.
Studying “best practice”: “best practice” companies within
and outside our sector are analysed as part of each activity
module.
Derivation of action plans for Baloise.
Implementation: the 150 participants communicate and
implement this knowledge and these action plans within
their organisations.

3.
4.

This sharing of knowledge and the network of 150 participants
is backed up by an annual meeting and by a Web 2.0 platform,
to facilitate knowledge transfer within the company.

Our Belgian subsidiary, Mercator, created a structured
management development programme in 2009 in its Mercator
Academy. This nurtures the coaching skills of executives and
functions as an information-sharing and knowledge platform
within Mercator.

PREFERRED EMPLOYER
We want to be the preferred employer in our sector. In 2008
we launched a system across the Group to make employee
recruitment more efficient, and it has proved to be success-
ful. This Web-based talent management system has enabled
us to recruit a number of quality applicants. With the aid
of this new concept, we were able to create a talent pipeline
for the first time, with more than 3,500 potential candi-
dates. This corporate talent pool has already enabled us to
fill around 10 % of new job vacancies efficiently and inex-
pensively. As far as recruitment is concerned, we are also
increasingly relying on innovative Web 2.0 technologies and
have cut down on expensive and inefficient search processes
via job advertisements in newspapers and via recruitment
consultants.

On the strength of our “Making you safer” promise, Ba-
loise was able to appeal to employees and job applicants as
a preferred employer. A large number of Baloise employees
from all business units took an active part in Safety Day on
Friday the 13th and made their fellow human beings safer.
Many applicants have made positive statements about our
new brand positioning and were attracted by the idea of
working for a company that not only provides professional
insurance and financial services, but that is also on hand
to give support and advice to people on how to prevent
damage.

PERFORMANCE AND RESULTS ARE WHAT COUNT
We are performance- and results-driven and we remunerate
our employees accordingly on this basis. As far as incentive
and bonus systems are concerned, the focus, particularly with
regard to executives, is on long-term, share-based remunera-
tion. This way we also want to safeguard the interests of our
shareholders.

More than 60 % of employees throughout the Group are
subject to annual target agreements and performance reviews.
The amount of variable remuneration for executives (function
levels 1 – 5) is directly linked to individual performance. In
2009 we revised our short-term remuneration programmes

Sustainable business management
Human Resources

ExCELLENT LEADERSHIP AND MANAGEMENT SKILLS
Baloise systematically identifies and develops talented ex-
ecutives. Baloise has had a succession planning and talent
identification system in place since 2008. In a three-stage
process, “roundtable” meetings, involving local management,
the Corporate Executive Committee and the Chairman of the
Board of Directors, were held in 2009 to discuss the strengths
and skill enhancement needs of 215 (2008: 177) incumbents
in key positions, 240 (2008: 154) succession candidates
and 56 (2008: 70) talented individuals from the Group. As
part of these discussions, 16 (2008: 10) internal succession
decisions were made relating to 2010 / 2011, some of which
have already been implemented. Overall, significantly more
internal employees (70 %) than external candidates were
promoted to key positions than external candidates were
hired for these posts in 2009. Individual skill enhancement
plans with specific action to be taken will be agreed with all
those people identified.

In 2009 Baloise Germany continued to differentiate and
develop career perspectives within its organsiation. In addi-
tion to specific action, employees can choose to head in one
of three directions: a management career, a project manage-
ment qualification or a specialist / technical career. Last year
the specialist / technical career programme was launched for
specialists with a broad range of professional experience. As
part of this, dedicated experts are able to complete specific
qualification programmes and take part in an annual strategy
meeting with the management of the company. As part of
a management career, junior employees with management
potential are groomed to take up a management position
during an 18-month “Personal Enhancement Programme
(PEP)”. These junior employees apply their understanding
of management issues to a range of modules and familiarise
themselves with proven management tools.

From 2001 to 2008 Baloise Austria doubled both its
insurance business and the number of its employees and
sales partners. This led it to offer its executives a manage-
ment curriculum last year. Given the company’s strategic
objectives, the course was tailor-made and consists of eight
modules. Upon completion of each module the participants

are given structured feedback – from the other participants,
the coaches and their managers. This feedback forms the
basis for a written final paper.

BALOISE’S 9,391 EMPLOYEES IN 2009 BY COUNTRY

in percent

Employees

Switzerland

Germany

Croatia and Serbia

Belgium

Austria

Luxembourg

Liechtenstein

41.6 %

35.1 %

9.3 %

8.8 %

2.8 %

2.1 %

0.3 %

3,908

3,294

876

825

264

198

HIGH DEGREE OF ADAPTABILIT Y AND FLExIBILIT Y
In 2009 major and minor changes affected many parts of the
Group. The two most important changes are currently having
an impact on Croatia – with the merger of three companies –
and on the Switzerland corporate division, where the “Leader”
initiative is grabbing the headlines. This initiative, launched
in summer 2009, is designed to reinforce a “sales” mindset by
introducing “end-to-end” product management and embed
this thinking throughout the organisation. This brings with it
a new culture. Putting this into practice means being credible,
honest, motivated and competent. Every employee needs to
become a leader within their own environment and act like
an entrepreneur, as far as their freedom of action permits.
Tangible enhancement action is on the agenda: Leader events
with key people, CEO and sales calls, Leader Trophy, Leader
Breakfast, new management training, On-the-Road Campaign
(back-office employees join the sales force for a couple of days),
regular employee surveys and the CEO Talk.

As part of the takeover of Fortis Luxemburg IARD, 20 new
employees will be integrated into Bâloise Luxembourg. In 2010
Bâloise Luxembourg’s HR activities will focus on integrating
these employees in the most optimum way possible.

Sustainable business management
Human Resources

BALOISE IN TOUCH WITH EMPLOYEE REPRESENTATIVES
Baloise respects the right of every employee to be or become
a member of an employee representation body. We maintain
a direct, transparent and constructive dialogue with all em-
ployee representatives and committees.

All employees from every international subsidiary are rep-
resented in Baloise’s European Forum. This way we provide
employee representatives with direct access to the Corporate
Executive Committee, in addition to encouraging local dia-
logue. In May 2009 a two-day meeting of the European Forum
and employee representatives was held in Bruges.

100 % of Baloise employees are represented by employee
committees, staff associations, trade unions or other employee
organisations.

TOP LINKS

www.baloise.com/sustainability

Ecology → Environmental mission statement
Ecology → Ecological audit
Risk Management
Interview with Rolf Schäuble

Sustainable business management
Risk Management

We apply advanced Risk Management
to make our customers safer

As an integral component of Baloise’s strategic management, Risk Management makes a major
contribution to the Group’s new positioning. As a European insurance company with Swiss roots,
we boast a strong balance sheet and a high degree of operational earning power, which have been
optimised in relation to risks taken on the one hand, and earnings opportunities on the other.

Risk Management at Baloise is risk and value management.
Our risk model is based on innovative standards, meaning
that we can always keep our “Making you safer” promise.

In 2009 Baloise’s Enterprise Risk Management System
was upgraded to an excellent “Strong” by Standard & Poor’s;
thus we are in the top 15 % of all European insurers.

We regard Risk Management as a uniform strategic and
operational system that applies throughout the Group and
that has the following subsections:
→

Risk map: it forms the backbone of risk considerations
and defines basic risk issues, such as underwriting
and market risks as well as operational business risks.
Risk governance and risk culture: fostering and firmly
embedding risk awareness, handling and perception
throughout the entire organisation.
Risk measurement: identifies, quantifies and models
the risks in all business and financial processes.
Risk processes: risk organisation and the standards
that apply to it are important aspects of Risk Manage-
ment, together with management, reporting and
evaluation processes.
Strategic Risk Management: simultaneously optimises
the risks taken by the Group and its earnings opportu-
nities.

→

THE RISK MAP
The risk map distinguishes between the different categories
of risk to which Baloise is exposed:
→
→
→
→
→
→
A detailed description can be found on page 31 of the Finan-
cial Report.

Underwriting risks
Market risks
Financial structure risks
Business environment risks
Operational risks
Strategic / Information risks

The risk map is embedded in the organisation and the
responsibilities of the entire Group. Each risk is assigned to
a risk owner (with overall responsibility) and a separate risk
controller (risk monitoring and control).

RISK GOVERNANCE AND RISK CULTURE
Enhancement of risk governance and risk culture has a long
tradition at Baloise. We continuously work to improve this
culture throughout the entire organisation. The appoint-
ment of risk owners and risk controllers of specific risk is-
sues is as much a part of this culture as membership of com-
mittees that meet regularly to deal with risk issues. This
development is accompanied by continuous enhancement of
risk models and risk processes. 2009 saw the completion of
a project to upgrade the internal control system (ICS).

Baloise’s risk organisation includes the Group Risk Com-
mittee and local Risk Committees in all business units.
These committees consist of members of the Corporate Ex-
ecutive Committee or members of the local management.
They are responsible for making risk strategy decisions.

Special panels also prepare decision documents relating
to specific risk areas, such as asset / liability management,

Sustainable business management
Risk Management

In addition to this integrated risk model, we use the risk
map to identify, describe and assess specific risks in relation
to their likely impact on business results. Our corporate da-
tabase of specific risks, which includes detailed descriptions
of risks, their incorporation in the risk map and early warn-
ing indicators, is generated from this standard process. On
the quantitative side, this description is complemented by
the measurement of risks in respect of their likely financial
impact on the company’s balance sheet. Each risk is record-
ed together with a description of risk-minimising action to
be taken. The database is updated twice a year.

This combination of the overall risk model on the one
hand and the specific risk approach on the other ensures
that Baloise has an appropriate risk overview at all times.

compliance, IT risks and allocation, for these committees.
This is rounded off by close cooperation between the Group’s
Risk Management team and local risk experts. This compre-
hensive risk organisation is our platform for sharing and
continuously enhancing “best practices”.

The Group Risk Management team’s responsibilities in-

clude:
→

the development of consistent, mandatory risk models
across the Group,
the monitoring of standards across the Group,
reporting,
compliance with risk processes,
communication with external partners, such as auditors,
corporate supervisory bodies and rating agencies.

→
→
→
→

The business units are responsible for implementing Group
specifications locally. Overall responsibility lies with the
Group’s Chief Financial Officer, followed by the Head of Fi-
nancial Management. Ultimate responsibility in respect of
risk tolerance, business objectives, Risk Management strat-
egy and standards is in the hands of the Board of Directors
of Bâloise Holding.

RISK MEASUREMENT
Our risk model standardises quantification of all business
and financial market risks in all strategic business units. It is
in line with the principles and calculation methods of the
Swiss Solvency Test and the European Union’s Solvency II
guidelines. As a pioneering Risk Management tool, it pro-
vides a firm foundation to enable management to make stra-
tegic and operational decisions.

Baloise’s models are based on the concept of economic
risk capital – currently the most advanced market standard.
Here a target capital figure is derived, solely on the basis of
risk calculation considerations – irrespective of financial ac-
counting treatment or capital adequacy regulations as per
Solvency I – to enable the company to remain solvent, even
in adverse circumstances, and to meet its obligations to pol-
icyholders at any time. We always compare this target capi-
tal figure with existing capital, i. e. actual capital.

RISK PROCESSES
“Group-wide Risk Management Standards” lay mandatory
foundations for risk processes. This set of rules specifies
mandatory methods, rules and caps / floors across the Group.
These standards determine how different risk issues are as-
sessed, managed and reported. A system of risk limits, which
function as early warning indicators, limits the risks taken.
In order to comprehensively limit risk at an aggregated
level, the Group uses a system of limits based on economic
risk capital. This system tracks the Group’s and individual
business units’ risk capital in real time. We also monitor in-
dividual, issue-specific risks, using limits, as illustrated in
the following examples:
→

Actuarial risks are based on underwriting guidelines,
upon which local underwriters base their decisions.
Risk calculation-related deductible analyses go hand in
hand with key reinsurance policies.
We monitor market and financial structure risks in all
investment units, using a wide range of reporting pro-
cesses. There are, for example (in addition to maximum
limits for equities exposure), clear mandatory guide-
lines for bond ratings. Credit risks are assessed using
not only the “Basel II” approach, but also advanced
statistical methods.

→

Sustainable business management
Risk Management

→

Business environment risks as well as operational and
strategic risks are recorded individually using standard
procedures; we assess their impact on capital.

Comprehensive risk reports are published twice a year and
discussed with decision-makers and the action to be taken is
derived from these discussions. We use our monthly risk
analysis to review our overall solvency position, focusing on
capital investment risks. Reports to regulatory authorities
complete the picture.

STRATEGIC RISK MANAGEMENT

Our internal risk model, which quantifies all business
and financial market risks in a standard manner, also forms
the basis of strategic discussions about Baloise’s willingness
to take risks. The capital requirements derived from this
model represent minimum actual capital requirements in
this respect.

There is a clear view of primary strategic risks and how
to manage them. Strategic Risk Management incorporates
a clear perspective on developing new areas of business and
optimising the risk-return ratio of our existing business.

Profit targets for individual business units, which take
their specific risk situation into account, are a key element of
this control system. These specifications are included in the
target agreements with local management.

IN 2009 OUR PROFESSIONAL RISK MANAGEMENT SYSTEM

PROVED ITS WORTH
The effectiveness and usefulness of Baloise’s risk strategy
principles were demonstrated in 2009. Group solvency at
230 % is an excellent indicator of the Group’s financial
strength.
→

The Baloise Group’s investment strategy focuses
on diversification and the principle of only investing
in instruments that can be fully assessed.
All hedging positions with protective puts were liqui-
dated, largely entailing the simultaneous sale of the
corresponding shares as well. Therefore the increase of
the net share ratio to 5.9 % as of 31 December 2009, is
primarily attributable to the positive trend in fair value.
Baloise has invested in blue-chip fixed-interest
securities. In 2009 impairment was at less than 0.1 %
of the portfolio in this investment category.
Our stable property portfolio with its high-quality
recurring revenues from capital employed proved to
be an important earnings stream.
Currency risks on fixed-interest and alternative finan-
cial investments were hedged to a considerable degree.
Our excellent actuarial practice positioning is proven
in the nonlife sector, e.g. by the Group’s net combined
ratio of 94.4 %.

→

Risk Management will continue to make rapid advances in
the next few years and make Baloise a company with a supe-
rior risk strategy and positioning.

You can find more information on the subject of Risk
Management in section 5 (pages 30 to 65) of the 2009 Finan-
cial report, “Management of insurance and financial risks”.

Corporate
Governance

PAges 46 – 77

“ We stand for transparency and
efficiency, as well as for the balance
between management and control. ”

Corporate Governance
Corporate Governance Report
including Compensation Report

Transparent
Corporate Governance

As a value-focused business Baloise has always attached great importance to responsible
Corporate Governance and continues to uphold this tradition.

Operating in line with the Swiss Code of Best Practice and
the SIX Corporate Governance Guidelines, Baloise aspires
in particular to foster a corporate culture with high ethical
standards, which emphasises the integrity of the company
and its employees. Baloise is convinced that high-quality
corporate governance has a positive impact on the long-term
performance of the company.

This chapter mirrors the structure of the SIX Corporate
Governance Guidelines (1 January 2007 version), in order to
provide more transparency and thus better comparability
with previous years, as well as with other companies. The
Swiss Code of Best Practice has also been taken into ac-
count, in particular Appendix 1 published in 2007, with its
recommendations on compensation. Baloise publishes a
separate Compensation Report as paragraph 10 of the Cor-
porate Governance Report.

In addition to his post as Chairman of the Board of
Directors, Dr Rolf Schäuble held a dual mandate as Chief
Executive Officer of Baloise Group as of 6 December 2007.
The dual mandate ended on 31 December 2008. With effect
from 1 January 2009, Dr Schäuble only holds the post of
Chairman of the Board of Directors. Also with effect from
1 January 2009, Dr Martin Strobel took over the position
as Chief Executive Officer. He temporarily continued in his
previous function as CEO Switzerland until 1 March 2009.
At this juncture, Dr Olav Noack, to date Managing Director
and Head of Investment Structuring at Barclays Wealth in
London, took over as CEO Switzerland and joined the Cor-
porate Executive Committee. The International Corporate
Division, headed by the Chief Executive Officer up to then,
has been headed by new member of the Corporate Execu-
tive Committee Jan de Meulder, former CEO of Mercator in
Belgium, since 1 January 2009.

1. gROUP AND sHAReHOLDeR sTRUCTURe

group structure
Headquartered in Basel, Switzerland, Bâloise Holding is
organised as a joint-stock holding company, incorporated
under Swiss law, and listed on the SIX Swiss Exchange. As of
31 December 2009, the Baloise Group had a market capitalisa-
tion of CHF 4,302.5 million.
→

Information on the Baloise share can be found in the
Annual Report from page 22 onwards.
Major subsidiaries and participations as of 31 December
2009 can be found in the notes to the Consolidated
Annual Financial Statements in the Financial Report
from page 10 onwards.
Segment reporting by region and business segments
are contained in the notes to the Consolidated Annual
Financial Statements in the Financial Report from
page 66 onwards.
The operational Group management structure is illus-
trated on page 56 of the Annual Report.

→

shareholders
As a public company with a broad shareholder base, Bâloise
Holding is part of the Swiss Market Index SMIM (SMI Mid)
and the Swiss Leader Index (SLI).

shareholder structure
As of 31 December 2009, a total of 16,934 shareholders were
registered in the Bâloise Holding share register. Compared
to the previous year, the number of registered shareholders
decreased by 1.3 %. The horizontally organised group, Signal
Iduna and Deutscher Ring Kranken, holds 5.18 % of the
outstanding shares directly and through their subsidiaries,
according to the disclosure report dated 27 March 2009. The
“Significant shareholders” section on page 100 of the Annual

Corporate Governance
Corporate Governance Report
including Compensation Report

Report provides further information on the structure of the
shareholder base as of 31 December 2009.

Treasury shares
As of 31 December 2009, Bâloise Holding held 1,677,772
treasury shares (3.36 %).

Cross holdings
Cross holdings involving capital ownership or voting rights
do not exist.

2. CAPITAL sTRUCTURe

Dividend policy
Bâloise Holding pursues a policy of paying steady, profit-
based dividends. Conventional cash dividends are supple-
mented with other distribution instruments, such as share
buy-backs and options. Essentially, around one third of an-
nual profits are paid out, whilst taking the Group’s internal
financing requirements into account.

share buy-back programme
After the successful completion of the share buy-back pro-
gramme in 2008, which started in May 2006, Bâloise Holding
announced a further share buy-back programme at the media
conference on 26 March 2008. A maximum of 2,000,000 reg-
istered shares will be bought back. This equates to a maximum
of 4 % of the shares issued. The buy-back of shares commenced
in September 2008. The shares are acquired via the primary
trading line on the SIX Swiss Exchange. By 31 December 2009,
1,181,895 shares had been acquired via the primary trading
line, equating to 2.36 % of the outstanding shares. Buy-back
volumes and prices are published weekly on the Internet.

www.baloise.com → Investor relations
→ Baloise share → Share buy-back programme

Dividends paid to shareholders
Due to our shareholder-friendly dividend policy, CHF 1,567.2
million have been passed onto shareholders as cash dividends
and share buy-backs over the past five years.

Cash dividends

share buy-backs

Total

Year
in CHF million

2005

2006

2007

2008

2009

Total

In each case on 31 December.

60.8

121.7

210.2

243.0

225.0

860.7

–/–

113.8

390.9

130.3

71.5

706.5

60.8

235.5

601.1

373.3

296.5

1,567.2

equity of Bâloise Holding
The following table shows how equity has changed during
the last three reporting periods.

CHANges IN BâLOIse HOLDINg eqUITy
(BefORe APPROPRIATION Of PROfIT)

2007

5.4

11.7

367.7

153.2

314.1

852.1

in CHF million

Share capital

General reserves

Reserves for
treasury shares

Unappropriated
reserves

Retained
earnings

Bâloise Holding
equity

In each case on 31 December.

2008

5.0

11.7

46.6

2009

5.0

11.7

118.3

115.7

298.6

480.4

230.2

659.4

663.8

The share capital of Bâloise Holding amounts to CHF 5.0
million since 29 April 2008. It is divided into 50,000,000
registered shares with a face value of CHF 0.10, bearing an
entitlement to a dividend.

Corporate Governance
Corporate Governance Report
including Compensation Report

Authorised and contingent capital,

other financing instruments

Authorised capital
A resolution passed at the Annual General Meeting on
30 April 2009 authorised the Board of Directors to increase
share capital until 30 April 2011 by CHF 500,000 at most,
by issuing a maximum of 5,000,000 registered shares with
a face value of CHF 0.10, which are to be subscribed and paid
in full. Accordingly, § 3 section 4 of the Articles of Incorpora-
tion was rewritten.

www.baloise.com → Responsibility

→ Corporate Governance → Rules and regulations

Contingent capital
The Annual General Meeting 2004 (§ 3 of the Articles of In-
corporation) created contingent capital. This capital enables
share capital to be increased by a maximum of 5,530,715
registered shares each with a face value of CHF 0.10. This
equates to a maximum nominal share capital increase of
CHF 553,072.

Contingent capital serves to hedge possible option or
conversion rights, which are granted in conjunction with
bonds or similar debentures. Shareholders do not have sub-
scription rights. The respective holders of option and con-
version rights are entitled to subscribe for the new registered
shares. The Board of Directors can restrict or exclude share-
holders’ pre-emptive subscription rights when issuing op-
tional and convertible bonds. More detailed information
about the structure of contingent capital can be found in § 3
of the Bâloise Holding Articles of Incorporation.

www.baloise.com → Responsibility

→ Corporate Governance → Rules and regulations

Other financing instruments
No participation or bonus certificates exist.

Financial Report in the consolidated statement of changes
in equity. Full 2007 details can be found in the consolidated
statement of changes in equity on page 8 of the Financial
Report 2008.

Outstanding bonds
Bâloise Holding and other Group companies have issued bonds
on the open market. At the end of 2009, a total of 5 bonds
issued by Bâloise Holding and other Group companies were
outstanding on the open market. Details on these outstand-
ing bonds can be found on page 98 and on the Internet. In
2009, Bâloise Holding issued a CHF 242,520,000 convertible
bond that first reaches maturity in 2016. The bond is convert-
ible into 2.0 million Baloise shares, which equates to 4.0 % of
outstanding shares.

www.baloise.com → Investor relations → Bonds

Rating
Standard & Poor’s Ratings Services rated the financial strength
of Baloise Insurance Ltd unchanged at an “A-” rating with a
stable outlook. This reflects the strong capitalisation, a high
degree of financial flexibility, the strong competitive posi-
tioning, as well as the excellent earning power of the Baloise
Group’s business model. Group-wide risk management is now
rated as “strong” instead of “adequate.”

www.baloise.com → Investor relations → Rating

3. BOARD Of DIReCTORs
Only the Chairman of the Board of Directors, Dr Rolf
Schäuble, holds an executive post. All other members of the
Board of Directors are independent and non-executive. In the
three fiscal years preceding the reporting period, they were
not appointed to an executive post within any Group company
and do not maintain any substantial business relationships
with the Baloise Group.

In the reporting period, the following members were

Consolidated equity of the Baloise group
On 31 December 2009, consolidated equity of the Baloise
Group amounted to CHF 4,510.0 million. Details about
trends in 2008 and 2009 can be found on pages 8 and 9 of the

reappointed for a three-year term:
→
→

Dr Andreas Burckhardt
Dr Klaus Jenny

Corporate Governance
Corporate Governance Report
including Compensation Report

In the reporting period, the following members retired from
office at the Annual General Meeting 2009 as a result of hav-
ing reached the regulatory age limit:
→
→
Secretary: Dr Thomas Sieber, Rheinfelden
Internal audit: Rolf-Christian Andersen, Meilen

Dr Christoph J. C. Albrecht
Dr Arend Oetker

A proposal to appoint the renowned financial expert Dr
Michael Becker as a new member of the Board of Directors

will be made at the Annual General Meeting 2010. Dr Becker
was born in 1948 and studied Law in Hamburg and Tü-
bingen. In 1998 he took over as Head of Accounting and
Controlling at Merck KGaA, Darmstadt. Since 2000, he has
been a member of the management board and personally
liable partner of Merck KGaA and, since 2002, a member
of the board of directors and personally liable partner of
E. Merck KG, Darmstadt.

MeMBeR s

Dr Rolf Schäuble, Chairman,
Lenzburg

Dr Georg F. Krayer, Vice-Chairman,
Basel

Dr Christoph J. C. Albrecht, Basel
(until 30.4.2009)

Dr Andreas Burckhardt, Basel

Dr Hansjörg Frei, Mönchaltorf

Prof Dr Gertrud Höhler, Berlin

Dr Klaus Jenny, Zurich

Werner Kummer, Küsnacht

Dr Arend Oetker, Berlin (until
30.4.2009)

Dr Eveline Saupper, Pfäffikon

Chairman’s
Committee

Audit
Committee

Compensation
Committee

Investment
Committee

Nationality

Born in

1944

Appointed
in

1993

end of
mandate

2011

1943

1995

2010

1938

1985

2009

1951

1941

1942

1947

1939

1999

2004

1998

2003

2000

1996

2012

2010

2012

2010

2009

1958

1999

2011

CM: Chairman, VC: Vice-Chairman, C: Chair, DC: Deputy Chair M: Member

BOARD ATTeNDANCe 2009: ORDINARy MeeTINgs Of THe fULL BOARD Of DIReCTORs

Dr Rolf Schäuble, Chairman

Dr Georg F. Krayer, Vice-Chairman

Dr Christoph J. C. Albrecht (until 30.4.2009)

Dr Andreas Burckhardt

Dr Hansjörg Frei

Prof. Dr Gertrud Höhler

Dr Klaus Jenny

Werner Kummer

Dr Arend Oetker (until 30.4.2009)

Dr Eveline Saupper

x = present, o = absent, n / a = not applicable

13.3.2009

30.4.2009

24.8.2009

8.12.2009

9.12.2009

n / a

Corporate Governance
Corporate Governance Report
including Compensation Report

Rolf schäuble (1944, CH, Dr. oec. HSG) obtained his
doctorate (Dr. oec. HSG) after reading economics at the Uni-
versity of St. Gallen. Between 1975 and 1993, he held various
posts in the Zurch Insurance Group in Zurich, as of 1986 as
a member of the management board. In 1993 Dr Rolf Schäuble
joined the Board of Directors of Bâloise Holding and was
appointed Chairman in 1994. From 1996 until 2002, he was
also a delegate of the Board of Directors and Chief Executive
Officer of the Baloise Group. Between 2002 and December
2007, he served only as Chairman of the Board of Directors.
From 6 December 2007 until 31 December 2008 he again
served simultaneously as Chief Executive Officer. This dual
mandate ended on 31 December 2008.

georg f. Krayer (1943, CH, Dr. iur.) has been a member of
the Board of Directors since 1995 and its Vice-Chairman
since 2004. From 6 December 2007 until 31 December 2008
he also fulfilled the role of Lead Director. He studied law,
obtaining a doctorate (Dr. iur.). Dr Georg F. Krayer is Hon-
orary Chairman of the Board of Directors at Bank Sarasin &
Cie AG, Basel and was the Chairman of the Swiss Bankers
Association until 2003. He is an independent, non-executive
director.

the Baloise Group from 1988 until 1994. Since 1994 he has
been Director of the Basel Area Chamber of Commerce. Dr
Andreas Burckhardt is Vice-President of the Swiss Associa-
tion of Chambers of Commerce and has been a member of the
Great Council of the Canton of Basel City since 1997 (Presi-
dent in 2006 / 2007). He is an independent, non-executive
director.

4 Hansjörg frei (1941, CH, Dr. iur.) has been a member of
the Board of Directors since 2004. He studied law at the
University of Zurich and obtained his doctorate (Dr. iur.). Dr
Hansjörg Frei joined Winterthur in 1982 and was most recently
a member of the Group Executive Board, with responsibility
for operations in Switzerland. From 2000 until his retire-
ment in mid-2003, he was a member of the Executive Board
(Head of International Country Management) at Credit Suisse
Financial Services. He was Chairman of the Swiss Insurance
Association (SIA) from 2000 to 2003. Dr Hansjörg Frei is
a member of the Board of Directors of Ems-Chemie Holding
AG and Chairman of the Pension Fund at the Ems Group.
From February 2006 until August 2008 he was President of
the SVP (Swiss People’s Party) in the canton of Zurich. He is
an independent, non-executive director.

3 Andreas Burckhardt (1951, CH, Dr. iur.) has been a member
of the Board of Directors since 1999. He studied law at the
Universities of Basel and Geneva and obtained his doctor-
ate (Dr. iur.). He worked for Fides Treuhandgesellschaft
from 1982 until 1987 and served as General Secretary of

5 gertrud Höhler (1941, D, Prof. Dr. phil.) joined the Board
of Directors in 1998. She is a business and political consultant
and was Professor of Literature and German at the Univer-
sity of Paderborn from 1976 to 1993. She studied literature
and art history in Bonn, Berlin, Zurich and Mannheim.

Corporate Governance
Corporate Governance Report
including Compensation Report

From 1987 to 1990 Prof. Dr Gertrud Höhler was PR consult-
ant to the Chairman of Deutsche Bank AG, Alfred Herrhausen,
and between 1992 and 1995 was a non-executive director at
Grand Metropolitan PLC, London. She is a member of the
Board of Directors of Georg Fischer AG, Schaffhausen, and
was a member of the Board of Directors of Ciba AG, Basel,
from 1998 until 2009. Prof. Dr Gertrud Höhler is an inde-
pendent and non-executive director.

6 Klaus Jenny (1942, CH, Dr. oec. HSG) has been a member
of the Board of Directors since 2003. He studied economics
at the University of St. Gallen, obtaining his doctorate (Dr.
oec.). In 1987 Dr Klaus Jenny became a member of the Gen-
eral Directorate of the Schweizerische Kreditanstalt and
a member of the Executive Board of Credit Suisse Group and
his last post was CEO of the “Credit Suisse Private Banking”
business unit. He has been an independent financial advisor
to businesses and private individuals since 1999. He is
a member of the Board of Directors of Clariant AG, of Maus
Frères S.A., of Edmond de Rothschild Holding S.A. and of
various other non-listed companies. Dr Klaus Jenny is an
independent, non-executive director.

7 Werner Kummer (1947, CH, Dipl.-Ing. ETH, MBA Insead)
has been a member of the Board of Directors since 2000.
From 1990 to 1994, he was Chairman of the Executive Board
of Schindler Aufzüge AG and subsequently was a member of
the Schindler Group Management Committee, with respon-
sibility for the Asia Pacific region, until 1998. He was CEO

of Forbo Holding AG from 1998 until March 2004. Werner
Kummer is an independent business consultant, a member
of the Board of Directors of Walter Meier AG, Chairman of
the Board of Directors of Gebrüder Meier AG, a member of
the Supervisory Board of Schindler Deutschland Holding
GmbH and a member of the Board of the Zurich Chamber of
Commerce. He is an independent, non-executive director.

8 eveline saupper (1958, CH, Dr. iur.) has been a member
of the Board of Directors since 1999. She studied law at the
University of St. Gallen and obtained her doctorate (Dr. iur.).
Today, she is an attorney-at-law and a certified tax expert.
From 1983 to 1985, she was with Peat Marwick Mitchell (now
KPMG Fides) in Zurich and from 1985 to 1992 with Baker &
McKenzie in Zurich and Chicago. She joined Homburger AG,
Zurich, in 1992, where she is a partner. Dr Eveline Saupper
is a member of the Board of Directors of Intershop Holding
AG, Winterthur, and of Homburger AG, Zurich. She is an
independent, non-executive director.

More information about the members of the Board of Direc-
tors can be found on the Internet.

www.baloise.com → About us → Organisation

→ Board of Directors

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Corporate Governance Report
including Compensation Report

Cross-ownerships
No cross-ownerships exist.

election and terms of office
At the end of 2009, the Board of Directors consisted of eight
members. Each member is elected by the Annual General
Meeting for a term of three years. Around one third of the
members step down annually, unless they are re-elected
(staggered replacement). Due to age restrictions, a Board of
Directors mandate ends no later than the Annual General
Meeting following a member’s 70th birthday. Currently the
average age is about 64. Each member of the Board of Direc-
tors is elected individually, and if requested by the share-
holders, also granted an individual discharge.

Internal organisation

Duties of the Board of Directors
Subject to the decision-making powers of the shareholders
at the Annual General Meeting, the Board of Directors is the
company’s supreme decision-making body. Essentially, de-
cisions are made by the Board of Directors, unless authority
has been delegated to the Chairman of the Board of Direc-
tors, to the Committees, the Corporate Executive Commit-
tee or to the CEO on grounds of organisational regulations.
As per Article 716a of the Swiss Code of Obligations and
Section 1 II of the organisational regulations, the principal
duties of the Board of Directors are general management,
overall and financial supervision of the company and speci-
fying the organisational structure.

The Articles of Incorporation were adapted accordingly
in 2009. According to the resolution of the Annual General
Meeting on 30 April 2009,
→

in § 3 section 4 authorised capital was created as of
30 April 2009;
in § 28 the regulations in respect of the statutory
auditors were amended as of 30 April 2009;
in § 1 a decision to change the name (in German) of the
company from Bâloise-Holding to Bâloise Holding AG
as of 31 December 2009 was taken. Likewise the French
and English company names Bâloise Holding SA and

→

Bâloise Holding Ltd were included in the Articles
of Incorporation.
www.baloise.com → Responsibility

→ Corporate Governance → Rules and regulations

Committees of the Board of Directors
The Board of Directors is supported by four committees.
These committees report to the Board of Directors and sub-
mit proposals for their areas of responsibility. The Invest-
ment and Compensation Committees in particular have
their own decision-making authority.

As a rule, committees appointed by the Board of Direc-
tors consist of four members, who are elected annually by
the Board. The Chairman and the Vice-Chairman of the
Board of Directors are ex-officio members of the Chair-
man’s Committee. The Chairman of the Board of Directors
may not be a member of the Audit Committee. The key du-
ties of these committees are governed by the organisational
regulations and by the written regulations applying to each
committee.

www.baloise.com → Responsibility

→ Corporate Governance → Rules and regulations

Duties of the committees
The Chairman’s Committee provides advice on key business
transactions, in particular on important strategic and per-
sonnel decisions. In this respect the Chairman’s Committee
also acts as the Nomination Committee. Furthermore, it
acts as the Investment Committee, approving the Group’s
investment policy and property investments for the Group’s
own use at Head Office.

The Compensation Committee specifies the structure
and the amount of compensation paid to members of the
Board of Directors and of the salaries of the members of the
Corporate Executive Committee. As part of the incentive
plan it specifies higher-ranking corporate objectives and
their attainment. It approves compensation policies for Cor-
porate Executive Committee members and monitors their
correct application. The Chairman of the Board of Directors
is not a member of this committee.

Corporate Governance
Corporate Governance Report
including Compensation Report

The Audit Committee supports the Board of Directors in
those supervisory and financial duties that cannot be dele-
gated (Article 716a Swiss Code of Obligations), by evaluat-
ing the organisational structure and the functioning of in-
ternational and external auditing systems and the annual
and consolidated financial statements. The Audit Commit-
tee also evaluates the effectiveness of internal control sys-
tems, including risk management and the status of compli-
ance. The Audit Committee has discussed the consolidated
financial statement for the 2009 fiscal year both with man-
agement and with the external auditors. Based on these dis-
cussions, the Audit Committee has recommended that the
audited Annual Financial Statement be incorporated in the
Group’s Annual Report for the fiscal year ended on 31 De-
cember 2009 and submitted to the Annual General Meeting.
The Board of Directors has endorsed this proposal.

Board of Directors and committee meetings
The full Board of Directors meets as often as business re-
quires, but no less than four times a year, in compliance with
organisational regulations.

Investment Committee met once. The Audit Committee met
four times and the Compensation Committee met on three
occasions.

Members of the Corporate Executive Committee are
regularly invited to attend meetings of the full Board of Di-
rectors. Meetings of the Audit Committee are primarily at-
tended by the Chief Financial Officer, the Head of Corporate
Audit, the Secretary of the Board of Directors and by repre-
sentatives of the external auditors. Meetings of the Compen-
sation Committee are primarily attended by the Head of
Group Human Resources and the Secretary of the Board of
Directors and, when corporate objectives are discussed, by
the Chief Financial Officer.

Division of authority and responsibilities between the

Board of Directors and the Corporate executive Committee
The division of authority and responsibilities between the
Board of Directors and the Corporate Executive Committee is
governed primarily by organisational regulations and invest-
ment policies. Both documents are reviewed on an on-going
basis and updated as changing circumstances require.

www.baloise.com → Responsibility

→ Corporate Governance → Rules and regulations

In 2009, the full Board of Directors of Bâloise Holding Ltd
convened ordinarily on five occasions. The table on page 49
shows directors’ attendance at these full Board meetings.
All members of each relevant committee attended all the ad-
ditional 12 committee meetings. Board attendance by mem-
bers of the Board of Directors was thus a very respectable
99.42 %. One meeting of the full Board of Directors enabled
the members to get professional updates on the topics of (i)
risk-based control using the Swiss Solvency Test (SST), (ii)
behavioural finance: the KB Schweiz approach, and (iii) the
life business in Europe.

www.baloise.com → Responsibility

→ Corporate Governance → Board attendance

In the year just ended, the Chairman’s Committee met four
times, including once for a two-day strategy meeting. The

Corporate executive Committee monitoring and control tools
The Corporate Audit department reports directly to the
Chairman of the Board of Directors. Effective risk manage-
ment is of key importance to an insurance group. That is
why there is a chapter on financial risk management in the
Annual Report as of page 42 and in the Financial Report as
of page 30.

Members of the Board of Directors receive the minutes of
Corporate Executive Committee meetings for their perusal.
The Chairman of the Board of Directors may attend meetings
of the Corporate Executive Committee at any time.

Corporate Governance
Corporate Governance Report
including Compensation Report

4. CORPORATe e XeCUTIVe COMMITTee
Martin strobel (1966, D / CH, Dr. rer. pol.) studied computer
science, business management and business information sys-
tems at the Universities of Kaiserslautern, Windsor (Canada)
and Bamberg, prior to obtaining his doctorate (Dr. rer. pol.).
From 1993 to 1999 he held various posts at Boston Consulting
Group, Dusseldorf, dealing with strategic IT management
issues in the banking and insurance sector. He joined the
Baloise Group in 1999. Initially he was Head of IT at Baloise
Switzerland, with responsibility for major cross-division
projects in the insurance and banking divisions of the Baloise
Group. He was a member of the Corporate Executive Com-
mittee from 2003 to 2008, with responsibility for the Corpo-
rate Division Switzerland. With effect from 1 January 2009,
Dr Martin Strobel took over as Chief Executive Officer.

Jan De Meulder (1955, B) studied mathematics and insurance
mathematics at the universities of Antwerp and Leuven, Bel-
gium. From 1978 until 1992, he worked in Antwerp for the
ING Group at De Vaderlandsche Insurance. He was respon-
sible, amongst other things, for product development and
production in the life sector. After two years as General
Manager of the Life Association of Scotland, Jan De Meulder
joined the Fortis Group, Brussels, in 1994 and there he held
various senior management posts, most recently as CEO of
Fortis Corporate Insurance. He joined the Baloise Group in
2004. Since then he has held the post as CEO of the Belgian
subsidiary, Mercator Verzekeringen, in Antwerp. Since
1 January 2009, Jan De Meulder has been Head of the Cor-
porate Division International.

german egloff (1958, CH, lic. oec. HSG) graduated in busi-
ness economics from the University of St. Gallen. From 1985
onwards he held various management posts at Winterthur
Insurance, Switzerland. In 1997, as a member of the Execu-
tive Board, he assumed responsibility for individual nonlife
insurance products, which also included the management
of Wincare and (as Chairman of the Board of Directors)
of Sancare. From 1998 to 2002, German Egloff was Chief
Financial Officer of Winterthur Switzerland and a member

of the Board of Directors of Wincare, becoming its Chair-
man in 2000. From 2002 to 2004, he was Chief Financial
Officer at Zurich Financial Services Switzerland. His area of
responsibility included finance, human resources, IT, logis-
tics and procurement. German Egloff has been a member of
the Corporate Executive Committee (Head of the Corporate
Division Finance) since 1 December 2004, with responsibility
for financial relations, financial management and financial
accounting & corporate finance and, most recently, also for
corporate IT. The actuary responsible for Switzerland also
reports to German Egloff.

Olav Noack (1967, CH / D, Dr. oec. HSG) graduated in busi-
ness economics and political science from the university of
St. Gallen (Dr. oec.). From 1995 to 2002, he was employed by
McKinsey, Switzerland and USA, as consultant to various
insurers in the life and health insurance sectors and also in
the nonlife business. Dr Olav Noack was responsible for the
realignment of the Life Insurance division at UBS from 2002
until 2007. As Head of Life Insurance, he developed UBS
product offerings for various countries. Most recently, he
was responsible for unit trust products, all life insurance
companies as well as third party business at Barclays Wealth.
Since 1 February 2009, Dr Olav Noack has been a member of
the Corporate Executive Committee, with responsibility for
the Corporate Division Switzerland. In this function, he is
CEO of Basler Switzerland and responsible for Baloise Bank
SoBa.

Thomas sieber (1965, CH, Dr. iur., M.B.L., lawyer) studied
law at the University of St. Gallen. At the beginning of 1994,
he qualified to practice law in the canton of Zurich. He then
spent a year on a Swiss National Science Foundation schol-
arship at the University of California in Berkeley, working
on his thesis, for which he received a “summa cum laude”
distinction and the Walther Hug Prize. From 1999 to 2002,
he lectured in corporate law at the University of St. Gallen.
Dr Thomas Sieber joined the Baloise Group in 1997, initially
as Deputy Head of Legal and Tax Affairs and, since 2001 he
has headed this division, whilst also holding the post of

Corporate Governance
Corporate Governance Report
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Further information about the members of the Corporate
Executive Committee can be found on the Internet.

With the exception of Dr Martin Strobel and Martin
Wenk, none of the members of the Corporate Executive
Committee serve on the Boards of Directors of non-Baloise
Group companies.

There are no management contracts that assign execu-

tive functions to third parties.

www.baloise.com → About us → Organisation

→ Corporate Executive Comittee

Secretary to the Board of Directors of Bâloise Holding. In
2005, he also assumed responsibility for Group Compliance.
Dr Thomas Sieber has managed several strategic projects
within the Baloise Group. As part of the review of the Swiss
Insurance Supervisory Act, he managed the “Financial Mar-
kets Supervisory Authority” task force of the Swiss Insurance
Association (SIA). With effect from 6 December 2007, Dr
Thomas Sieber was appointed Head of the Corporate Center
division, with responsibility for Human Resources, Legal
and Taxes, Compliance, Corporate Development and Run
Off and, since 2009, likewise for the newly created Group
Procurement division. Thomas Sieber is also a member of the
Board of Directors of EuroAirport Basel Mulhouse.

Martin Wenk (1957, CH, lic. iur.) graduated in law at the Uni-
versity of Basel obtaining his doctorate (lic. iur.) prior to
holding various posts with a major bank from 1982 to 1992.
Initially, he worked as an investment advisor to institutional
clients, then he went on to head a private banking group in New
York and subsequently became a sector head in securities sales,
where he primarily looked after major institutional clients.
During this time, he attended several professional training
courses in Switzerland and the United States of America.
From 1992 until 2000, he was Head of Portfolio Management
Switzerland within the Baloise Group, with responsibility for
managing the assets of various companies in Switzerland and
within the Group, including the pension funds. He joined the
Corporate Executive Committee (as Head of the Corporate
Division Asset Management) in 2001, with responsibility
for the units Asset Management, including the Investment
Strategy, Investment Controlling, Baloise Asset Management,
Real Estate and Baloise Investment Services (fund business).
Martin Wenk is Chairman of the Investment Commission of
the Swiss Insurance Association (SIA) and is a member of the
Board of Directors of Unigestion Holding, Geneva.

Corporate Governance
Corporate Governance Report
including Compensation Report

Management

From left to right: Olav Noack, Jan De Meulder, German Egloff,
Martin Strobel, Martin Wenk, Thomas Sieber

Group CEo

Martin Strobel, Dr. rer. pol.*

Corporate Secretary

Markus von Escher, Dr. iur.

Corporate Communications

Thomas Kähr

SwitzErland

intErnational

FinanCE

aSSEt ManaGEMEnt

CorporatE CEntEr

Olav Noack,
Dr. oec. HSG*

product Management
Commercial Clients
Clemens Markstein

product Management
private Customers &
Focused Financial
Services
Bernard Dietrich

Sales & Marketing
Daniel Fluri

Baloise Bank SoBa
Alois Müller
(until 31.3.2010)
Jürg Ritz (as of 1.4.2010)

operations & it
Urs Bienz

Finance & risk
Michael Müller

Claims
Stephan Ragg, Dr. iur.

Jan De Meulder*

German Egloff*

Martin Wenk *

investment Strategy &
investment Controlling
Thomas Schöb

Baloise asset
Management
Reto Diezi,
Dr. oec. publ.

real Estate
Hans-Peter Bissegger

Baloise investment
Services
Robert Antonietti

Germany
Frank Grund, Dr. iur.

Belgium
Gert De Winter

luxembourg
André Bredimus

austria
Otmar Bodner, Dr. iur.

Croatia & Serbia
Martin Kampik

Baloise life (liechten-
stein)
Annemie D’Hulster

regional Management
Alexander Tourneau,
Dr. rer. oec.
Peter Zutter
Wolfgang Prasser

Financial accounting &
Corporate Finance
Carsten Stolz,
Dr. rer. pol.

investor relations
German Egloff

Financial Management
Stefan Nölker,
Dr. rer. nat.

Corporate it
René Güttinger

Baloise 2012
Roger Matthes

appointed actuary
Switzerland
Marie-Thérèse Kohler,
Dr. sc. Math. ETH

Thomas Sieber,
Dr. iur. *

Corporate development
Thomas Wodrich

Group Human resources
Christoph Thoma

Group legal & tax
Andreas Eugster

Group Compliance
Silvia Kalbermatten,
Dr. iur.

run off
Bruno Rappo

Group procurement
Manfred Schneider,
Dr. rer. nat.

* Member of the Corporate Executive Committee

1308.indd 56

19.03.2010 12:03:43

Corporate Governance
Corporate Governance Report
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5. COMPeN sATION RePORT
The compensation, participations and loans to members of
the Board of Directors and the Corporate Executive Com-
mittee are published under item 10 on pages 60 to 77 of the
Annual Report.

6. sHAReHOLD eR PARTICIPATION RIg HTs

Voting rights
Baloise’s share capital consists solely of registered shares.
Each share grants the right to one vote. There are no shares
with preferential voting rights. In order to maintain a broad
shareholder base and protect minority shareholders, no
shareholder is registered with voting rights of more than
2 %, irrespective of the number of shares held. The Board
of Directors may approve exceptions to this rule with a
two-thirds majority of all members (§ 5 of the Articles of
Incorporation). There are currently no exceptions. Each
shareholder may authorise another shareholder to exercise
his / her voting rights in writing. In exercising voting rights,
no shareholder may directly or indirectly aggregate his / her
own and proxy votes to secure more than a fifth of all voting
rights at the Annual General Meeting (§ 16 of the Articles of
Incorporation).

statutory quorums
The Annual General Meeting has a quorum, irrespective of
the number of shareholders and proxy votes present, subject
to the obligatory cases as prescribed by law (§ 17 of the Arti-
cles of Incorporation).

A waiver of statutory voting right restrictions requires
a quorum of at least three-quarters of the votes represented
at the Annual General Meeting, which at the same time
must also total at least one third of all shares issued by the
company. This qualified majority also applies to other cases
specified in § 17 section 3 a–h of the Articles of Incorpora-
tion. Otherwise resolutions are adopted by a simple majority
of share-based votes cast, subject to mandatory statutory
provisions (§ 17 of the Articles of Incorporation).

Convening the Annual general Meeting
As a rule, the Annual General Meeting is held in April, but
no later than six months after the end of the fiscal year. The
Bâloise Holding fiscal year ends on 31 December. At least 20
days’ notice of an Annual General Meeting is given. Every
registered shareholder receives a personal invitation and an
agenda. The invitation and the agenda are published in the
Swiss Official Gazette of Commerce, in various newspapers
and on the Internet.

Extraordinary General Meetings may be convened by
resolution of the Annual General Meeting, the Board of Di-
rectors or the auditors. Furthermore, an Extraordinary
General Meeting must be convened by the Board of Direc-
tors at the request of shareholders, in compliance with legal
stipulations (§ 11 of the Articles of Incorporation). For such
a request to be granted, the shareholders must represent at
least 10 % of the share capital, in compliance with article 699
section 3 of the Swiss Code of Obligations.

Agenda items
One or more shareholders, who together represent shares
with a face value of at least CHF 100,000 may apply under
§ 699 paragraph 3 of the Swiss Code of Obligations to have
items placed on the agenda. Such applications must be sub-
mitted in writing to the Board of Directors no later than six
weeks before the regular Annual General Meeting, detailing
the motions to be put to the Annual General Meeting (§ 14 of
the Articles of Incorporation).

entry in the share register
Shareholders, who are registered with an entitlement to vote
in the share register on the cut-off date, which is a few days
prior to the Annual General Meeting, specified by the Board
of Directors in the invitation, are entitled to vote at the An-
nual General Meeting (§ 16 of the Articles of Incorporation).
The admissibility of nominee registrations, with refer-
ence to possible percentage clauses, and registration require-
ments are governed by § 5 of the Articles of Incorporation.
Procedures and requirements for revoking and restricting
transferability are governed by the provisions of § 5 and § 17

Corporate Governance
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www.baloise.com → Responsibility

→ Corporate Governance → Rules and regulations

www.baloise.com → Investor relations → IR agenda

PRICeWATeRHOUseCOOPeR s fees

in CHF
(rounded to thousands, including outlays and VAT)

2008

2009

Auditing fees

7,163,000

7,278,000

7. CHANge Of CONTROL AND DefeNsIVe ACTION
Upon acquiring 33 % of all Baloise shares, shareholders or
groups of shareholders acting in concert are obliged to sub-
mit a takeover bid to all remaining shareholders. Bâloise
Holding has not opted to modify or waive this rule. There is
neither a statutory opting-out nor opting-up clause, as spec-
ified in the Federal Stock Exchanges and Securities Trading
Act (Stock Exchange Act).

All six members of the Corporate Executive Committee
have a twelve-month notice period. In addition, they are, as
are seven other members of the executive management, en-
titled to a severance payment amounting to one annual sal-
ary (including incentive), in the event that their employment
relationship is terminated within twelve months after a
change of control, due to a takeover or merger or a merger of
employers (under certain circumstances also of employees).
The notice period for the Chairman of the Board of Direc-
tors is six months. No change of control clause exists.

8. AUDITORs
PricewaterhouseCoopers AG (PwC) and its predecessor
Schweizerische Treuhandgesellschaft / STG-Coopers &
Lybrand have been the auditors of Bâloise Holding since
1962. The auditors are appointed annually by the Annual
General Meeting. Martin Frei was appointed auditor in charge
in 2007. The rotation of the auditor in charge takes place
compliant with Article 730a section 2 of the Swiss Code of
Obligations or every seven years. PwC has audited nearly all
Group companies since 2005.

Fees for audit-related activities

Consultancy fees

Tax advice

Legal advice

Transaction advice
(including due diligence)

Accounting / Finance

Human Resources

Other

Total

220,000

5,582,000

1,033,000

52,000

3,875,000

–/–

48,000

574,000

455,000

1,535,000

550,000

15,000

35,000

361,000

149,000

425,000

12,965,000

9,268,000

The fees for audit-related activities comprise assignments directly or indirectly related
to an existing or a future auditing contract. In particular, this includes questions
concerning accounting, support in regulatory issues or special audits required by law.
As a rule, consultancy assignments are not directly nor indirectly related to the
audit. They require specialised knowledge, yet also an integrated view of corporate
interrelationships.

Bâloise Holding has an Audit Committee made up of inde-
pendent members with finance and accounting qualifica-
tions. The Audit Committee met four times during the fiscal
year and on each occasion also met with the external audi-
tors. At these meetings the Audit Committee received de-
tailed documentation on the findings of the external audi-
tors, in particular relating to the Annual and Half-Year
Financial Statements.

The Audit Committee evaluates the performance of the
external auditors and their cooperation with Group Internal
Audit, Risk Management and Compliance. The Audit Com-
mittee primarily discusses audit performance and audit re-
ports, important results and any issues arising from the au-
dit with the external auditors.

It proposes to the Board of Directors that the external
auditors be elected by the Annual General Meeting and
makes recommendations regarding the auditors’ fees. Prior
to the start of the annual audit, the Audit Committee re-
views its scope and proposes areas requiring special consid-
eration. The Audit Committee reviews the external auditors’
fees annually. The criteria for assessing the auditors are:

Corporate Governance
Corporate Governance Report
including Compensation Report

access to our meetings with financial analysts, we use tech-
nologies such as webcasts, podcasts and teleconferences.

Information events
Baloise provides comprehensive information on its operat-
ing activities:
→

At press conferences (Annual and Half-Year Report
media conferences) business results are presented
and objectives, strategies and business activities are
explained.
At financial analysts’ meetings, teleconferences take
place to present Annual and Half-Year Financial
Statements. These events are available afterwards as
podcasts.
The Annual General Meeting provides shareholders
with a review of the business year.
Regular roadshows are organised in various financial
centres.
Baloise maintains good relationships with analysts,
investors and the media.
Full details about individual Baloise events are available
at www.baloise.com.

→

→
→
→
→
→
→
→
→

Competence of the audit team
Technical and industry knowledge
Understanding of corporate strategy
Complete independence whilst performing the audit
Corporate culture of the auditor (shared core values)
Timely reporting
Appropriateness of fees
Compliance with respective statutory, professional
and ethical standards
Uniform auditing methodology

→

→
The Audit Committee reviews the appropriateness of audit-
ing services performed by external auditors, which are not
related to the auditing activities, based on the following
criteria:
→

Compatibility of the service with the mandate
as statutory auditors (independence)
Competence as well as technical and industry
knowledge
Quality of the service provided
Appropriateness of fees

→
→
A written directive exists, whereby material services not re-
lated to the auditing activities must be approved by Group
Internal Audit prior to execution. The guarantee of inde-
pendence is first reviewed by the head auditor and subse-
quently by the head of the Group’s Internal Audit unit as
part of the assignment approval process. The commercial re-
sponsibility for and approval of the assignment remains
with the operational unit.

9. INfORMATION POLICy

Information principles
The Baloise Group provides comprehensive, transparent in-
formation to shareholders, potential investors, employees,
clients and the general public on a regular basis. All regis-
tered shareholders receive a summary of the Annual Report
and the Half-Year Reports that comment on business per-
formance. The Annual Report and the Financial Report are
sent to the shareholders upon request. All publications are
made available to the general public at the same time. All in-
vestors enjoy equal information rights. To provide general

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Corporate Governance Report
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Information about the Baloise share
You can find information on the Baloise share in the Annual
Report from page 22 onwards.

www.baloise.com → Investor relations → Baloise share

Information about Baloise bonds
Information on outstanding Baloise bonds can be found in
the Financial Report from page 109 onwards.

www.baloise.com → Investor relations → Bonds

financial calendar
Important dates for investors can be found at www.baloise.
com. Here you can find the publication dates of the Annual
and Half-Year Financial Statements. The General Annual
Meeting, the date of and the invitation to the Annual Gen-
eral Meeting, the share register cut-off date and the ex-divi-
dend date, if applicable, are also published here.

www.baloise.com → Investor relations → IR agenda

Document availability
Media releases, disclosures, presentations, annual reports,
financial reports and half-year reports and other documents
are publicly available on the Internet at www.baloise.com.
All documents can be obtained from the Investor Relations
department or ordered on the Internet.

www.baloise.com → Media relations → Media kits

Contact
The contact details for Corporate Governance and Inves-
tor Relations are listed on the inside cover of the Annual
Report.

10. COMPeN sATION RePORT: COMPeN sATION, PARTICIPA-

TIONs AND LOANs TO THe BOARD Of DIReCTORs AND THe

CORPORATe e XeCUTIVe COMMITTee
The company’s success depends strongly on the skills and
the performance of its employees. Therefore, it is vital to at-
tract well-qualified, competent and highly motivated em-
ployees and executives and retain them within the company.
Baloise strives to pay basic salaries in line with the respec-
tive market average. We are, however, prepared to pay above-
average remuneration, should performance be very good.
Baloise also strives to achieve a high degree of alignment be-
tween the interests of the shareholders and management.
The remuneration system was derived from these principles
and is based on three elements: market-oriented basic sala-
ries, performance and result-oriented, short-term and long-
term incentives that are geared toward the company’s sus-
tainable added value and the retention of key personnel.

The compensation system of Baloise is described in this
chapter and the remuneration of and loans to the members of
the Board of Directors and the Corporate Executive Com-
mittee, including the participations of this group of people,
are disclosed. Key to the content and scope of this disclosure
are Articles 663bbis and 663c of the Swiss Code of Obliga-
tions, the standard relating to information on Corporate
Governance of the SIX Swiss Exchange and the Swiss Code of
Best Practice for Corporate Governance. These regulations
stipulate that certain details are to be made in the notes to
the financial statements and other information is to be given
in the section on corporate governance. Baloise considers
this chapter as integral to corporate reporting and has there-
fore decided to publish the complete Compensation Report
in the Annual Report and the chapters regarded as necessary
in Financial Report.

10.1. Compensation Committee of the Board of Directors
In accordance with the Swiss Code of Best Practice, the
Board of Directors formed the Compensation Committee in
2001. This committee deals with the compensation policy,
particularly at the highest corporate level. Amongst other
things, the Compensation Committee makes sure that:

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To ensure in-house comparability, Baloise applies a
function value system for senior executive managers in the
Group and employees in Switzerland. The requirements of
the holder of a certain function / position as regards skills,
knowledge and experience are evaluated and weighted in the
process. Similarly weighted positions are grouped in func-
tion levels. The allocation to a certain function level is key
to the identification of the applicable salary range, ancillary
pay and other employment contract components, as well
as the specific management level to which the individual
belongs.

The function value system of Baloise comprises nine
function levels (FL); levels 1 to 3 pertain to the Group, the
other levels 4 to 9 are only applicable in Switzerland:
→

FL 1:

Member of the Corporate
Executive Committee
(including the Chief Executive Officer)

→
→

FL 2 to 4: Member of executive management
FL 5 to 6: Member of senior management

(specialists and team leaders)

FL 7 to 8: Clerks

→
→ FL 9:

Employees

Remuneration system
Baloise treats its remuneration as an all-inclusive package
and therefore considers basic salary, short and long-term
variable remuneration and also other material and non-ma-
terial benefits, such as pension contributions, additional
benefits or employee career development and promotion.

The aim of this remuneration system is, on the one hand,
to promote a performance culture in the Baloise Group
and, on the other, to facilitate the retention of qualified and
management personnel within the organisation. The remu-
neration philosophy of Baloise aims to pay basic salaries
geared to market. Furthermore, the variable remuneration
components are designed so that in a very good year – as
regards individual performance and the success of the com-
pany – incentive payments above the market average are
also possible, just as they can fall below the market average
in a weak year.

→

remuneration policy and compensation systems are
long-term in nature and geared to corporate strategy;
the total compensation provided by the company
is market- and performance-focused and designed to
attract and retain persons with the necessary skills
and character traits;
compensation justifiably reflects the company’s long-
term success and the individual’s contribution.
The duties of the Committee include determining the
structure and the amount of compensation for the Chair-
man and the members of the Board and the members of the
Corporate Executive Committee. As part of the incentive
plan, the Committee defines the Group’s higher-ranking
goals and assesses target attainment. It approves valid regu-
lations on compensation for Corporate Executive Commit-
tee members and monitors their correct application.

The Compensation Committee consists of the following
four independent members of the Board of Directors, who
are re-elected annually by the Board: Dr Georg F. Krayer
(Chair), Dr Klaus Jenny (Vice-Chair), Prof. Dr Gertrud
Höhler, Dr Eveline Saupper. As a rule, the Committee holds
three meetings a year. The Chair of the Compensation Com-
mittee reports to the Board of Directors regularly on the ac-
tivities of the Committee. The minutes of committee meetings
are also available to the whole Board.

10.2. Remuneration system: basic salary and incentives

source market and function value system
Baloise regularly compares the salaries of its senior execu-
tive managers with those of relevant competitors (Dow Jones
STOXX 600 Insurance Index and local employment mar-
kets) and strives to pay salaries in line with the market.

The results of a compensation survey carried out in 2008
by Kienbaum AG show that on average Baloise pays the mar-
ket mean as regards total remuneration, whilst the propor-
tion of shares in the total remuneration package is higher
than that of comparable competitors as intended. The vari-
able part of the remuneration package can also vary strong-
ly, which in turn confirms that linking it to performance
goals really has an effect.

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ELEMENTS OF THE REMUNERATION SYSTEM

e
l
b
a
i
r
a
V

d
e
x
i
F

Performance Share Units

Long-term participation instrument

Performance quota

Incentives

Pension

Discretionary, additional, variable and
performance-related salary component

Variable, performance-related salary component

Pension scheme benefits

Fringe benefits

Ancillary benefits

Salary

Fixed salary component

t
n
e
m
e
g
a
n
a
M
e
v
i
t
u
c
e
x
E

5
–
1
L
F

9
–
1
L
F

3
–
1
L
F
t
n
e
m
e
g
a
n
a
M

r
o
n
e
S

s
e
e
y
o
p
m
e
l
l

As a performance-driven company, Baloise establishes
a clear and replicable correlation between the goals of the
employees and business objectives, which can be derived
from strategic priorities. Remuneration, target agreements
and performance assessments are closely related. Compen-
sation – consisting of basic salary and variable payments –
shows a clear yet differentiated connection to and recogni-
tion of the performance of the individual and the success of
the company and is meant to motivate employees to con-
tinue to achieve outstanding results. Actual performance
forms the basis for further development, career planning
and the fostering of our talents.

Baloise places great importance on the retention of key
personnel and on the sustainable management of the busi-
ness. This corresponds to the nature of our business, which
is to enable our customers to create sustainable value and
achieve a sense of safety. In addition to remuneration being
in line with the market and performance, a sustainable fo-
cus of our executive managers geared towards the interests
of the shareholders is important to Baloise. Hence, portions
of the incentives package are paid in shares. In addition, the
three highest management levels receive a substantial por-
tion of other salary components (performance quota, per-
formance share units) in the form of shares, which are
blocked for three years. As a result, shares as a proportion of

variable remuneration for the members of the Corporate Ex-
ecutive Committee amount to about 75 % and the value of
the restricted shares they hold is about three-times their ba-
sic salary. This means that important elements of the new
standard required by the regulatory authorities are already
being fulfilled.

Basic salary
The basic salary is based on standard market salary ranges and
is fixed contractually. The competitiveness of this remunera-
tion is reviewed regularly. The Europe-wide remuneration
survey conducted in 2008 showed that the targeted position
in the market is being achieved.

Incentive
In principle, all employees at function levels 1 to 5 are en-
titled to incentives. The regulations governing incentives
for function level 1 apply to the executive Chairman of the
Board of Directors. Regulations geared to local employment
and remuneration markets are applied to foreign business
units.

Incentives as a variable and performance-related remu-
neration component depend on the attainment of certain
targets. Individual performance is measured as part of
the “Individual Performance Management” process (IPM)

1308.indd 62

19.03.2010 12:04:22

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introduced in 2006. To this end and in cooperation with
their employees, superiors annually define key individual
targets and assess the full extent of attainment by March of
the following year at the latest.

There is a choice of two share subscription plans: Share
Subscription Scheme and Employee Ownership Plan (com-
pare “10.5 Share Subscription Scheme and Employee Own-
ership Plan”).

At a 100 % level of attainment, incentives have the follow-

ing values (target incentive):
→
FL 1: 54 % of basic salary
→
FL 2: 38 % of basic salary
→
FL 3: 30 % of basic salary
→
FL 4: 22 % of basic salary
→
FL 5: 14 % of basic salary
Besides individual attainment of objectives, company per-
formance has an influence on the incentive amount. The
Compensation Committee defines a factor based on the an-
nual results (operational performance management, OPM),
which is determined on the basis of total shareholder value,
profit trends, growth and market trends. This is multiplied
with the result of individual performance. The OPM factor
can lie between 0.8 und 1.3 for members of the Corporate
Executive Committee and function levels 2 and 3. It ranges
between 0.9 to 1.2 for function levels 4 and 5.

NUMeRICAL eXAMPLe fOR A MeMBeR Of e XeCUTIVe MANAgeMeNT (fL 4)

Basic salary: CHF 100,000
Target incentive: 22 % of basic salary
Total extent of target attainment: 80 %
OPM factor (operational performance management): 1.1
Incentive = CHF 100,000 × 0.22 × 0.8 × 1.1 = CHF 19,360

Incentives are paid with the salary for June. Basically,
employees at function levels 4 and 5 have the choice which
proportion they would like to have paid out in cash and
which they would like to receive as shares. This option is re-
stricted for function levels 1 to 3; here a graded obligation to
draw share exists: Members of the Corporate Executive
Committee must draw 50 % of their incentives in the form of
shares.

employment contracts, severance pay,

change of control clauses
The employment contracts of senior members of staff are
concluded for an unlimited period. They provide for a notice
period of six months.

All six members of the Corporate Executive Committee
have a twelve-month notice period. In addition, they are –
as are seven other members of the executive management
– entitled to a severance payment amounting to one annual
salary (including incentive), in the event that their employ-
ment contract is terminated within twelve months after a
change of control due to a takeover or merger or a merger of
employers (under certain circumstances also of employees).
The notice period for the Chairman of the Board of Directors
is six months. No change of control clause exists.

10.3. Overview of the participation programmes
For quite some time, the Baloise Group has offered employ-
ees and executive management personnel various plans
where shares are granted as part of the total remuneration
package.
→

Employee incentive plans for all function levels
in Switzerland (compare section 10.4.)
Share Subscription Scheme and Employee Ownership
Plan for function levels 1 to 5 in Switzerland
(compare section 10.5.)
Performance quota and performance share
units for function levels 1 to 3 in the Group
(compare section 10.6.)

→

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eMPLOyee INCeNTIVe PLAN

Number of subscribed shares

Restricted until

Subscription price per share in CHF

Value of subscribed shares in CHF million

Fair value of subscribed shares as of subscription date in CHF million

Entitled employees

Participating employees

Subscribed shares per participant (average)

sHARe sUBsCRIPTION sCHeMe (sss)

Number of subscribed shares

Restricted until

Subscription price per share in CHF

Value of subscribed shares in CHF million

Fair value of subscribed shares as of subscription date in CHF million

Entitled employees (FL 1 – 5)

Participating employees

SSS portion of incentive

eMPLOyee sHARe OWNeRsHIP PLAN (esOP)

Number of subscribed shares 1

Restricted until

Subscription price per share 2 in CHF

Value of subscribed shares 2 in CHF million

Fair value of subscribed shares as of subscription date in CHF million

Entitled employees (FL 1 – 5)

Participating employees

ESOP portion of incentive

1 Including shares financed by loans.
2 Net of the discounted dividend right over three years.

2008

2009

150,983

179,290

31.8.2011

31.8.2012

50.30

7.6

14.1

3,234

1,726

87.5

45.70

8.2

16.8

3,240

2,004

89.5

2008

34,756

2009

22,181

31.5.2011

31.5.2012

103.32

79.49

3.6

4.1

616

14 %

1.8

1.9

656

8 %

2008

2009

275,664

206,717

31.5.2011

31.5.2012

100.85

76.21

27.8

32.4

616

185

20 %

15.8

17.5

656

174

14 %

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10.4.employee Incentive Plan
The Basler foundation for employee incentive plans, set up
in 1989, offers employees from various Group companies in
Switzerland the option of buying Baloise shares at a prefer-
ential price, as a rule once a year, according to stipulations
laid down in the regulations established by the foundation
board. This promotes long-term employee commitment to
the company, also as shareholders. The subscription price is
determined by the foundation board at the beginning of the
subscription period and published on the intranet. It is
equivalent to half of the average rate determined for the
month of August in the subscription year and amounted to
CHF 45.70 for the reporting period (2008: CHF 50.30). The
subscribed shares are always transferred on 1 September and
are subject to a retention period of three years.

The stock of shares employed for this purpose was ac-
quired by the board during earlier share capital increases by
Bâloise Holding. It can regulate the stock of shares through
additional purchases as required. The foundation will be
able to continue this Employee Incentive Plan in the coming
years due to existing stocks.

The foundation is managed by a board that is predomi-
nantly independent of the Corporate Executive Committee.
Peter Schwager (Chairman) and Dr Heinrich Koller (solici-
tor) function as independent members of the foundation
council; the third member is Andreas Burki (Deputy Head
of Legal and Taxes Baloise).

10.5. share subscription scheme and employee

Ownership Plan
Employees in Switzerland can choose between two plans for
the incentive portion drawn in shares: Share Subscription
Scheme and Employee Ownership Plan.

share subscription scheme
Since January 2003, persons in all Group companies in
Switzerland entitled to incentives can subscribe for shares at
a preferential price. The subscription date is always 1 June;
on this day, ownership of the shares is transferred to the em-
ployee without further vesting conditions, however, they may

not be sold during a retention period of three years. The sub-
scription price is specified by the Corporate Executive Com-
mittee each year and is published in advance on the intranet.
On 20 April 2009, the Corporate Executive Committee
decided that the subscription price for the reporting period
be based on the stock average from 6 to 11 May 2009 (previ-
ous year: decision dated 21 April 2008; stock average from
5 to 15 May 2008). A discount of 10 % is granted on the
stock average thus calculated, therefore the subscription
price in the reporting period amounted to CHF 79.49 (2008:
103.32).

employee share Ownership Plan
Since May 2001, the majority of senior staff in Switzerland
can draw a proportion of their incentive, which is freely se-
lectable within certain ranges, in shares instead of in cash.
Upper limits exist for function levels 1 to 3, members of the
Corporate Executive Committee, who are obliged to draw at
least half of their incentive as shares, may not draw more
than 50 % of their incentive entitlement in shares as part of
the Employee Share Ownership Plan. As with the Share Sub-
scription Scheme, the subscription date is always 1 June; on
this day, ownership of the shares is transferred to the em-
ployee without further vesting conditions, however, they
may not be sold during a retention period of three years. The
subscription price is specified by the Corporate Executive
Committee each year and is published in advance on the in-
tranet. On 20 April 2009, the Corporate Executive Commit-
tee decided that the subscription price for the reporting pe-
riod be based on the stock average from 6 to 11 May 2009
(previous year: decision dated 21 April 2008; stock average
from 5 to 15 May 2008). The discounted dividend right is
deducted from this stock average over a period of three
years, so that the subscription price in the reporting period
amounted to CHF 76.21 (2008: CHF 100.85).

In order to increase the impact of this Employee Share
Ownership Plan, each employee receives an interest-bearing
loan on market terms, which allows the employee to draw
more shares in relation to the incentive granted at fair value
less the discounted dividend right over a three-year period.

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PeRf ORMANCe qUOTA

Participating employees (FL 1 – 3)

Total paid out in CHF million

Number of subscribed shares

Subscription price per share in CHF

Value of subscribed shares in CHF million

Fair value of subscribed shares as of subscription date in CHF million

In cash in CHF million

2008

3.9

21,120

103.32

2.2

2.4

1.7

2009

2.2

13,179

79.49

1.0

1.1

1.2

COMPANIes IN sTOXX 600 INsURANCe INDeX (As Of 31 DeCeMBeR 2009)

Admiral Group plc

Cattolica Assicurazioni

Mapfre SA

Aegon NV

Allianz

Amlin plc

CNP Assurances

Fondaria

Fortis

Münchener Rück

Old Mutual plc

Prudential plc

Swiss Re

Topdanmark A / S

Trygvesta

Vienna Insurance

Assicurazioni Generali

Hannover Rück

RSA Insurance Group

Zurich Financial Services

Aviva plc

Axa

Helvetia

ING Groep NV

Sampo OYJ

Scor

Bâloise Holding

Irish Life & Permanent plc

Standard Life plc

Brit Insurance Holding

Jardine Lloyd Thompson

Storebrand ASA

Catlin Group

Legal & General Group plc

Swiss Life

Source: http://www.stoxx.com/download/indices/factsheets/djs_supersectors_fs.pdf

PeRfORMANCe sHARe UNITs (PsU)

Entitled employees (FL 1 – 3) as of start of programme

Number of allocated PSU

Of which: expired without compensation (departures 2007)

Number of active PSU as of 31 December 2007

Of which: expired without compensation (departures 2008)

Number of active PSU as of 31 December 2008

Of which: expired without compensation (departures 2009)

Number of active PSU as of 31 December 2009

Value of allocated PSU as of issue date in CHF million

2007 PSU expense for the Baloise Group in CHF million

2008 PSU expense for the Baloise Group in CHF million

2009 PSU expense for the Baloise Group in CHF million

2007

37,018

– 1,003

36,015

– 342

35,673

–/–

35,673

4.2

1.6

2.8

4.1

2008

2009

58,820

81,127

– 5,488

53,332

–/–

53,332

81,127

6.7

1.7

3.8

6.3

1.8

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a proportion of total remuneration. Part of the amount
awarded (for members of the Corporate Executive Board
50 %) must be drawn in shares, for the remainder there is the
choice to subscribe for further shares or have this amount
paid out in cash. The regulations of the Employee Share
Ownership Plan are valid for the part drawn in shares. The
corresponding amounts are detailed in the table on pages 74
and 75 under the heading “Share Subscription Scheme”.

Performance share units (PsU)
With its performance share unit programme, Baloise has
had an instrument to involve its employees in the success of
the company on a long-term basis and retain key personnel
since 2007. Thus participants can profit even more from the
long-term value enhancement of the company, as long as
they remain with Baloise. This means that the PSU pro-
gramme creates a commonality of interests between the
shareholders and management. The programme was intro-
duced in 2007 for employees at function levels 1 to 3 in Swit-
zerland (including the Chairman of the Board of Directors).
In 2008, the group of participants was expanded to include
members of the Corporate Executive Committee of foreign
business units.

At the beginning of any performance period, participat-
ing employees are awarded rights in the form of perform-
ance share units (PSU), which entitle them to subscribe for
a certain number of shares free of charge after the perform-
ance period has expired. The Compensation Committee of
the Board of Directors specifies the day of allocation and de-
fines those entitled to participate in the programme at func-
tion levels 1 to 3 at its discretion. It defines the total number
of PSU available as well as approximate distribution amongst
the participants. In addition, it specifies individual alloca-
tion to the Chairman of the Board of Directors and to mem-
bers of the Corporate Executive Committee.

The number of shares that can be subscribed for after
three years, i. e. at the end of the performance period, de-
pends on how the Baloise share has performed relative to a
peer group. This comparative performance factor can hereby
assume values between 0.5 and 1.5. The peer group includes

The repayment of the loan after the three-year retention period
is hedged using a put option, which is financed by the sale of
a complementary call option. After the three-year retention
period has expired, the shares remaining after the options
have been exercised less the repayment of the loan and the
interest accrued, are placed at the employee’s disposal.

10.6. Performance quota and Performance share Units (PsU)
Since 2007 two plans have existed for Group employees at
function levels 1 to 3:
→

the performance quota as part of short-term variable
remuneration focusing on the consolidated result and
added value.
the performance share unit programme as part of
long-term variable remuneration, to achieve long-term
employee retention.

→

Performance quota
The performance quota is a flexible, discretionary instru-
ment available to the Compensation Committee of the Board
of Directors. This instrument allows the participants to en-
gage in the success of the company and increases compensa-
tion variability. The performance quota was introduced in
2007 for employees at function levels 1 to 3 in Switzerland
(including the Chairman of the Board of Directors). In 2008,
the group of participants was expanded to include members
of the Corporate Executive Committee of foreign business
units.

Once the fiscal year has ended, the Compensation Com-
mittee assesses the performance and the success of the man-
agement at its discretion. Based on this assessment, the
Compensation Committee decides on a total sum to be made
available as a performance quota. The performance quota
can also be zero if a corresponding assessment is made.

The individual amounts - as part of the total sum pro-
vided by the Compensation Committee - are specified by
each line manager or other senior staff member for each em-
ployee in April and paid together with the June salary. These
sums depend on individual performance and the contribu-
tion made by the person, and vary in their amount and as

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the most important European insurance companies in the
Dow Jones STOXX 600 Insurance Index.

The composition of the index can be subject to changes.
Due to company mergers, for example, companies can drop
out of the index, others may be newly included in the index.
The composition of the index at the point in time when the
respective PSU are issued is key to determining the perform-
ance factor, adjusted by the companies that are no longer
included in the index. Companies that have meanwhile been
newly included in the index are not considered for plans that
are already running.

In principle, a PSU grants the right to subscribe for
a share. This is the case when Baloise share performance
corresponds to the mean of the peer group, in this case the
performance factor is 1.0. The programme participants re-
ceive more shares for their PSU, if Baloise shares have per-
formed better than the peer group. The factor reaches the
maximum of 1.5, when Baloise shares have performed in the
uppermost quartile of peer group company performance.
The factor is 0.5, if performance is in the lowest quartile of
peer group company performance. If Baloise share perform-
ance is in both middle quartiles, the performance factor is
calculated using a linear scale. The performance factor is de-
fined for the entire period ending, based on stock exchange
closing prices, on the last trading day of the respective per-
formance period.

The participant receives the corresponding number
of shares at the end of the performance period (vesting),
i. e. on 1 January 2012 for the PSU allocated in 2009. The
PSU become void without compensation or substitution,
should the employment contract be terminated (except in
the case of retirement, invalidity or death) during the per-
formance period. To emphasise the long-term character of
the programme, 50 % of the allocated shares are subject to an
additional three-year retention period after the performance
period has expired.

In principle, the PSU programme runs for a period of three
years. The performance period was shortened after it was first
introduced in 2007, since the PSU were provided only after the
decision of the Board of Directors on 9 March 2007.

10.7. Pension schemes
Baloise provides several pension solutions that are designed
differently to suit country-specific circumstances. There are
different pension schemes available in Switzerland for the
employees of the insurance company and the bank.

Baloise Insurance offers its employees in Switzerland an
attractive pension solution as part of the 2nd pillar, which
fulfils the following objectives:
→

It meets the requirements of the insured in case of a risk
event (old age, death or invalidity) and absorbs the
resulting financial consequences with a solution based
on social partnership.
It permits an appropriate maintenance of a lifestyle
enjoyed to date with a sufficiently high substitution rate
(1st and 2nd pillar benefits combined) to replace
discontinued earnings. The employer makes an above-
average contribution to financing of occupational
pensions.
It is forward-looking, sound, can be calculated and is
reasonably priced.

→

The Chairman of the Board of Directors and the members of
the Corporate Executive Committee are insured in the pen-
sion scheme of Baloise Insurance Ltd. The same terms apply
to them as to all other insured office staff.

10.8. Loans to key personnel
See table on page 71.

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10.9. Remuneration to members of the

Board of Directors (not including Chairman)
See tables on pages 72 and 73.

With the exception of the Chairman, members of the
Board of Directors receive a lump-sum settlement, which is
proposed by the Compensation Committee and approved by
the Board of Directors.

Since 2006 members of the Board of Directors have been
paid out 25 % of their annual remuneration in shares that are
blocked for a period of three years. As with the Share Sub-
scription Plan for management, members of the Corporate
Executive Committee are also granted a 10 % discount on the
market price. Members of the Corporate Executive Commit-
tee do not participate in any Employee Share Ownership Plan
that is linked to achieving specific performance targets.

No emoluments were distributed to former members of
the Corporate Executive Committee, who are either associ-
ated with their earlier function within the company or that
are not customary in the market. Furthermore, receivables
from this group of people were not waived.

10.10. Remuneration to the Chairman of the Board of

Directors and the members of the Corporate executive

Committee
See tables on pages 74 and 75.

The Compensation Committee of the Board of Directors
determines the type and the scope of compensation for the
Chairman of the Board of Directors and members of the
Corporate Executive Committee. It is made up of basic sal-
ary as well as of incentives dependent on the attainment of
business objectives and individual targets. The target incen-
tive is 54 % of basic salary and can rise to a maximum of 70 %
for outstanding performance. The Compensation Commit-
tee also has the option of considering company results as
part of the OPM factor (operational performance manage-
ment) of at least 0.8 and a maximum of 1.3 (compare: 10.2.
Remuneration system: basic salary and incentive).

Compared with similar insurers, Baloise achieved a very
good operating result in 2008. Although the extremely dif-
ficult economic environment had a marked impact, espe-

cially on the financial result, the Baloise share was the best
financial stock in the Swiss Market Index (SMI). Taking this
relative performance of Baloise on the market into account,
the OPM factor was defined as 1.0 for the 2008 fiscal year.
This factor was applied to the incentives listed in the table
on page 75 and paid out in 2009.

In order to strengthen the commonality of interests with
the shareholders, the Chairman of the Board of Directors
and members of the Corporate Executive Committee must
draw at least 50 % of their incentive component as shares (see
10.5. Share Subscription Plan and Employee Share Owner-
ship Plan).

Performance targets are determined using a multilevel
process and approved for the coming year by the Compen-
sation Committee. The consolidated result, combined ratio,
business volume and the shareholder value (performance of
Baloise shares compared to Dow Jones STOXX 600 Insur-
ance Index) serve as target figures. The individual targets
are closely related to the area of responsibility of the respec-
tive Corporate Executive Committee member. The weight-
ing of these individual targets in relation to the whole target
catalogue can be different for each Corporate Executive
Committee member and lies between a quarter and two
thirds. Individual targets are set in consultation with the
respective supervising managers and likewise subject to
approval by the Compensation Committee.

In addition to the above-mentioned targets, a talent
management target was again set for the most senior levels
of management, This is also meant to emphasise that the re-
tention and development of talent represents an important
factor in Baloise’s future ability to add value, Here the tar-
gets focus on adding value today and in the future, as well as
on tools that the Corporate Executive Committee has at its
disposal to operationally optimise current results and to set
the course for medium-term success.

During the reporting period, CHF 1.6 million (basic
salary, incentive) plus employer contributions to the pen-
sion scheme were paid to a former member of the Corpo-
rate Executive Committee on the grounds of contractual
obligations.

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Outlook: New incentive system
The incentive system of Baloise is currently being revised.
Under the new system that will come into effect for the first
time in 2011, the variable components, amongst other things,
will be determined at the beginning of the year rather than
in spring. This will make it possible to show the total remu-
neration that was awarded in the respective year in the re-
muneration tables of the compensation report, even if some
parts are only paid out at a later date (compliance with the
so-called accrual principle).

The effective figures of the variable components awarded
for the 2009 fiscal year (payment in June 2010) had not been
determined at the time of printing this compensation re-
port. It can however be said that they are likely to be higher
than in 2008. This is because the Corporate Executive Com-
mittee comprised more members than in the previous year.
In addition, improved individual target achievement can be
expected for 2009. The performance quota, as an additional
variable remuneration instrument, will remain in a range
comparable to 2008.

Total remuneration cannot be simply compared to the
previous year. On the one hand, Dr Rolf Schäuble’s total
emoluments resulting from the dual mandate he exercised
as Chairman of the Board of Directors and Chief Executive
Officer were included in this year’s total remuneration to the
Corporate Executive Committee. On the other hand, the
Corporate Executive Committee gained two new members
in the reporting period; J. De Meulder (as of 1.1.2009) and
Dr O. Noack (as of 1.2.2009). Dr O. Noack is the highest paid
Corporate Executive Committee member in the reporting
period. This is due to the fact that Baloise compensated him,
compliant with common practice, for certain claims toward
his former employer that he waived and, for the same rea-
son, Baloise also assumed a non-recurrent deposit to the
pension fund.

The variable portions of total remuneration are deter-
mined in spring each year as part of the Individual Perfor-
mance Management process (compare 10.2. Remuneration
system: Basic salary and incentives). Therefore, the table on
page 75 details the basic salary and pension benefits for 2009
and the variable remuneration components for the previous
year that were paid out during the reporting period. The
variable remuneration component for 2008 is significantly
lower than in previous years, since the majority of corporate
goals were not reached due to the extremely difficult eco-
nomic environment. On average, the incentive of Corporate
Executive Committee members was reduced by more than
40 % compared to the previous year.

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10.8. Loans to key personnel

CReDITs AND LOANs TO MeMBeRs Of THe BOARD Of DIReCTORs AND THe CORPORATe eXeCUTIVe COMMITTee (31 DeCeMBeR)

Mortgages

Loans pertaining to the
Share Ownership Plan

Other loans

2008

2009

2008

2009

2008

2009

2008

in CHF

Dr Rolf schäuble

Chairman

Dr georg f. Krayer

Vice-Chairman

Dr Christoph J. C. Albrecht

Member

Dr Andreas Burckhardt

Member

Dr Hansjörg frei

Member

Prof. Dr gertrud Höhler

Member

Dr Klaus Jenny

Member

Werner Kummer

Member

Dr Arend Oetker

Member

Dr eveline saupper

Member

–/–

n / a

650,000

–/–

n / a

–/–

Total Board of Directors

650,000

–/–

n / a

–/–

n / a

–/–

Total

2009

–/–

n / a

–/–

n / a

–/–

650,000

–/–

n / a

–/–

n / a

–/–

650,000

Corporate executive Committee member with the highest outstanding loan

Dr Thomas sieber

Head of Corporate Division
Corporate Center

german egloff (previous year)

Head of Corporate Division
Finance

Other members of the
Corporate executive
Committee

Total Corporate executive
Committee

n / a

1,000,000

n / a

1,841,765

n / a

–/–

n / a

2,841,765

–/–

n / a

3,075,199

n / a

2,500,000

2,775,000

4,098,032

5,118,099

–/–

n / a

3,075,199

n / a

–/–

6,598,032

7,893,099

2,500,000

3,775,000

7,173,231

6,959,864

–/–

9,673,231

10,734,864

explanatory notes to table:
Dr Christoph J. C. Albrecht and Dr Arend Oetker resigned from the Board of Directors at the General Annual Meeting 2009 as a result of
having reached the regulatory age limit. Where applicable, outstanding credits and loans as of 31 December 2009 must therefore no longer
be disclosed in the table.
Credits and Loans No loans and credits that are not market standard have been granted to
a) former members of the Board of Directors and the Corporate Executive Committee,
b) individuals or companies with close family ties to members of the Board of Directors (related individuals: spouse, civil partner,
children under 18 years, companies belonging to or controlled by Board members, or legal or natural persons that act as fiduciaries for them).
Mortgages mortgages up to CHF 1 million are granted on employee terms: 1 % below the interest rate for customers on variable mortgages,
preferential interest rate for fixed mortgages
Loans pertaining to the share Ownership Plan Loans to fund leveraged Share Ownership Plan (compare 10.5. Share Ownership Plan and
Employee Share Ownership Plan). Interest is charged at prevailing interest rates (2009: 3 %) over a term of 3 years. A loan of CHF 7.9 million
to a former member of the Corporate Executive Committee still exists from the Share Ownership Plan.
Other loans There are no policy loans.

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10.9. Remuneration to the members of the Board of Directors (not including Chairman)

ReMUNeRATION TO THe MeMBeRs Of THe BOARD Of DIReCTORs
2008 (PReVIOUs yeAR)

2008
Basic
remuneration

2008
Remuneration
for additional
functions

2008
Additional
remuneration

in CHF

Dr Georg F. Krayer

125,000

Vice-Chairman Board of Directors

Lead Director

Chair Compensation Committee

Deputy Chair Chairman’s Committee and
Investment Committee

Dr Christoph J. C. Albrecht

Deputy Chair Audit Committee

Dr Andreas Burckhardt

Member Audit Committee

Dr Hansjörg Frei

Member Chairman’s Committee and
Investment Committee

Member Audit Committee

Prof. Dr Gertrud Höhler

Member Compensation Committee

Dr Klaus Jenny

Member Chairman’s Committee and
Investment Committee

Deputy Chair Compensation Committee

Werner Kummer

Chair Audit Committee

Dr Arend Oetker

Dr Eveline Saupper

50,000

70,000

50,000

70,000

50,000

70,000

50,000

70,000

50,000

70,000

125,000

Member Compensation Committee

50,000

–/–

2008
Total

in CHf

2008
of which:
in cash

2008
of which:
in shares

in CHF

Number

365,000

273,768

91,232

883

175,000

131,296

43,704

423

175,000

131,296

43,704

423

245,000

183,731

61,269

593

175,000

131,296

43,704

423

245,000

183,731

61,269

593

195,000

146,233

48,767

472

125,000

93,797

175,000

131,296

31,203

43,704

302

423

Total Board of Directors
(not including Chairman)

1,125,000

750,000

–/–

1,875,000

1,406,444

468,556

4,535

explanatory notes to table:
Remuneration to former members and related individuals No remuneration was paid to
a) former members of the Board of Directors, pertaining to previous governing body activities in Baloise, or that is not market standard
b) individuals or companies related to the members of the Board of Directors and that is not market-standard (related individuals:
spouses, civil partners, children under 18 years, companies controlled by members of the Board of Directors, legal or natural persons
who act as a fiduciary for them). Furthermore, receivables from this group of people were not waived.
Cash compensation Remuneration as per contract (lump-sum compensation).
shares 25 % of the contractually agreed remuneration will be paid in shares, which are restricted for three years. Intrinsic value: fair
value minus 10 % (as with SSS).
Additional remuneration No payment of additional remuneration.

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ReMUNeRATION TO THe MeMBeRs Of THe BOARD Of DIReCTORs
2009

2009
Basic
remuneration

2009
Remuneration
for additional
functions

2009
Additional
remuneration

in CHf

125,000

in CHf

–/–

2009
Total

in CHf

2009
of which:
in cash

2009
of which:
in shares

in CHf

Number

295,000

221,313

73,687

927

50,000

70,000

25,000

50,000

70,000

50,000

70,000

50,000

70,000

50,000

62,500

125,000

62,500

125,000

–/–

87,500

43,781

43,719

550

–/–

175,000

131,281

43,719

550

–/–

245,000

183,793

61,207

770

–/–

175,000

131,281

43,719

550

–/–

245,000

183,793

61,207

770

–/–

195,000

146,273

48,727

613

–/–

62,500

31,260

175,000

131,281

31,240

43,719

393

550

1,000,000

655,000

–/–

1,655,000

1,204,056

450,944

5,673

Dr Georg F. Krayer

Vice-Chairman Board of Directors

Chair Compensation Committee

Deputy Chair Chairman’s Committee and
Investment Committee

Dr Christoph J. C. Albrecht

Deputy Chair Audit Committee

Dr Andreas Burckhardt

Member Audit Committee

Dr Hansjörg Frei

Member Chairman’s Committee and
Investment Committee

Member Audit Committee

Prof Dr Gertrud Höhler

Member Compensation Committee

Dr Klaus Jenny

Member Chairman’s Committee and
Investment Committee

Deputy Chair Compensation Committee

Werner Kummer

Chair Audit Committee

Dr Arend Oetker

Dr Eveline Saupper

Member Compensation Committee

Total Board of Directors
(not including Chairman)

explanatory notes to table:
Dr Christoph J. C. Albrecht and Dr Arend Oetker resigned from the Board of Directors at the Annual General Meeting 2009
as a result of having reached the regulatory age limit. Therefore, they only received half of the usual remuneration in 2009.
Remuneration to former members of the Board of Directors and related individuals No remuneration was paid to
a) former members of the Board of Directors, pertaining to previous governing body activities in Baloise, or that is not market standard
b) individuals or companies related to the members of the Board of Directors and that is not market-standard (related individuals:
spouses, civil partners, children under 18 years, companies controlled by members of the Board of Directors, legal or natural persons
who act as a fiduciary for them). Furthermore, receivables from this group of people were not waived.
Cash compensation Remuneration as per contract (lump-sum compensation).
shares 25 % of the contractually agreed remuneration will be paid in shares, which are restricted for three years.
Intrinsic value: fair value minus 10 % (as with SSS).
Additional remuneration No payment of additional remuneration.

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10.10. Remuneration to the Chairman of the Board of Directors and the members of the Corporate Executive Committee

REmunERation to thE ChaiRman of thE BoaRD of DiRECtoRs anD thE mEmBERs of thE CoRpoRatE ExECutivE CommittEE
2008 (pREvious yEaR)

2008
Cash compensation

Basic salary
(fixed)

Incentive
(variable)

Employee
Incentive Plan

Share
Subscription
Scheme

Share
Ownership
Plan

in % of total
remuneration

Chf

2008
Shares

Share
Awards

number of
psu

2008
Non-cash
benefits

2008
Pension
provisions

2008
Total
remuneration

Chf

3,100,020

58 %

974,296

5,030

974,204

–/–

7,306

64,584

200,823

5,318,957

2,440,020

41 %

659,164

20,120 1,248,002

670,560

10,732

–/–

890,738

5,928,604

5,540,040

49 % 1,633,460

25,150 2,222,206

670,560

18,038

64,584 1,091,561 11,247,561

in CHF

Dr Rolf schäuble

Chairman
of the Board
of Directors and
CEO Baloise Group

other members
of the Corporate
Executive
Committee

total Corporate
Executive
Committee
including
Chairman
of the Board

notes to the tables on pages 74 and 75:
The tables contain the basic salary and pension benefits for 2008 (page 74) and 2009 (page 75) and the variable remuneration components for the
previous year that were paid out during the reporting period. Although these variable remuneration components were paid out in 2008 (page 74)
and 2009 (page 75), they relate to the respective previous year. Dr O. Noack was the highest paid Corporate Executive Committee member in 2009.
This is due to the fact that Baloise compensated him, compliant with common practice, for certain claims against his former employer that he waived and,
for the same reason, Baloise also assumed a non-recurrent deposit to the pension fund. The corresponding amounts are contained in the columns
“Non-cash benefits” and “Pension benefits” (page 75).
Remuneration to former members of the Board of Directors and related individuals No remuneration was paid to individuals or companies related to
the Chairman of the Board of Directors or members of the Corporate Executive Board or that is not market-standard (related individuals: spouse, civil partner,
children under 18 years, companies controlled by members of the Board of Directors, legal or natural persons who act as a fiduciary for them).
Furthermore, receivables from this group of people were not waived.
Due to contractual obligations (basic salary, incentive, employer contributions to the pension scheme), CHF 1.6 million were paid to a former member
of the Corporate Executive Committee in 2009 (2008: CHF 3.8)
Basic salary Contractually agreed basic salary (gross).
In 2008, Dr R. Schäuble received a one-off payment of CHF 1.5 million for the dual mandate exercised from 6.12.2007 to 31.12.2008 as Chairman of the
Board of Directors and Chief Executive Officer.
incentive Portion of variable, performance-related remuneration paid out in cash (gross). In the case of Jan De Meulder (page 75): Incentive for his
former position as CEO of the Group company in Belgium.
Employee incentive plan Remuneration component resulting from the sale of employee shares at a preferential price (2009: CHF 45.70; 2008: CHF 50.30).
Calculation: market value minus subscription price = payment in kind
share subscription plan Portion of incentive drawn directly in shares. Calculation: fair value minus 10 % discount.
Employee share ownership plan Portion of incentive drawn in shares (excluding shares financed by a loan).
prospective entitlements (performance share units) Entitlements that confer a right to acquire shares at a future date, subject to achieving pre-determined
performance targets (compare section 10.6. Performance quota and performance share units [PSU]).
The value of prospective entitlements is only added to total remuneration when they are converted into actual shares (i.e. at the end of the 3-year
performance period), because only then can a reliable estimate be provided and only then have they actually been earned.
non-cash benefits Basis: All elements of remuneration in compliance with the new Swiss salary certificate.
The amount disclosed for 2008 is a gift to the Chairman of the Board of Directors and Chief Executive Officer for length of service.
Besides gifts for length of service, there are relocation expenses contained in the table for 2009 for new members of the Corporate Executive Committee,
refunds of travel and accommodation expenses and non-cash benefits (use of a company car) of a member of the Corporate Executive Committee with
a secondary residence abroad. Also sub-totalled under non-cash benefits is the compensation paid to Dr O. Noack for waiving certain claims against his
former employer.
pension provisions Employer contributions to the pension scheme.
Also contained in the table for 2009: Maintenance of invalidity protection in the home country of a member of the Corporate Executive Committee with
a secondary residence abroad and non-recurrent deposits for the benefit of Dr O. Noack for waiving certain claims against his former employer.

1308.indd 74

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REmunERation to thE ChaiRman of thE BoaRD of DiRECtoRs anD thE mEmBERs of thE CoRpoRatE ExECutivE CommittEE
2009

2009
Cash compensation

Basic salary
(fixed)

Incentive
(variable)

Employee
Incentive Plan

Share
Subscription
Scheme

Share
Ownership
Plan

in % of total
remuneration

Chf

2009
Shares

Share
Awards

number of
psu

2009
Non-cash
benefits

2009
Pension
provisions

2009
Total
remuneration

Chf

in CHF

Dr Rolf schäuble

1,600,020

59 %

522,044

4,570

521,852

–/–

12,136

–/–

51,796

2,700,282

Chairman
of the Board
of Directors

Dr martin strobel

1,300,000

67 %

238,138

4,570

238,073

–/–

4,551

54,167

119,530

1,954,478

CEO Baloise Group

Dr olav noack

623,337

27 %

–/–

4,127

955,291

718,392

2,297,020

Head of Corporate
Division Switzer-
land

of which contractu-
ally agreed remu-
neration

of which one-off
payments for waiving
claims against his
former employer

65,291

90,209

155,500

890,000

628,183

1,518,183

Jan De meulder

700,080

56 %

188,399

–/–

29,968

–/–

3,127

180,529

157,378

1,256,354

Head of Corporate
Division
International

German Egloff

550,020

51 %

155,498

4,570

159,934

54,999

3,328

–/–

153,882

1,078,903

Head of Corporate
Division Finance

Dr thomas sieber

540,000

52 %

186,826

4,570

79,490

121,295

3,277

–/–

97,265

1,029,446

Head of Corporate
Division Corporate
Center

martin Wenk

600,000

54 %

83,592

4,570

198,725

74,999

3,641

–/–

158,305

1,120,191

Head of Corporate
Division
Asset Management

total Corporate
Executive
Committee

4,313,437

49 %

852,453

18,280

706,190

251,293

22,051 1,189,987 1,404,752

8,736,392

Explanatory notes to table: compare opposite page.

1308.indd 75

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10.11. Participations and options

sHARes HeLD By MeMBeRs Of THe BOARD Of DIReCTORs eXCLUDINg CHAIRMAN (31 DeCeMBeR)

Number

Dr georg f. Krayer

Vice-Chairman

Dr Christoph J. C. Albrecht

Member

Dr Andreas Burckhardt

Member

Dr Hansjörg frei

Member

Prof. Dr gertrud Höhler

Member

Dr Klaus Jenny

Member

Werner Kummer

Member

Dr Arend Oetker

Member

Dr eveline saupper

Member

Free float shares

Restricted shares

Share ownership
total

Percentage of issued
share capital

2008

2009

2008

2009

2008

2009

2008

2009

30,500

32,685

3,069

3,311

33,569

35,996

0.067 % 0.072 %

8,020

n / a

2,093

n / a

10,113

n / a

0.020 %

n / a

–/–

387

2,093

2,256

2,093

2,643

0.004 % 0.005 %

1,000

1,536

2,521

2,755

3,521

4,291

0.007 % 0.009 %

–/–

387

2,093

2,256

2,093

2,643

0.004 % 0.005 %

18,000

18,536

2,521

2,755

20,521

21,291

0.041 % 0.043 %

–/–

847

2,246

2,412

2,246

3,259

0.004 % 0.007 %

2,000

n / a

1,818

n / a

3,818

n / a

0.008 %

n / a

–/–

387

2,093

2,256

2,093

2,643

0.004 % 0.005 %

Total Board of Directors (excluding Chairman)

59,520

54,765

20,547

18,001

80,067

72,766

0.160 % 0.146 %

Percentage of issued share capital

0.119 % 0.110 % 0.041 % 0.036 % 0.160 % 0.146 %

explanatory notes to table:
Dr Christoph J. C. Albrecht and Dr Arend Oetker resigned from the Board of Directors at the Annual General Meeting 2009 as a result
of having reached the regulatory age limit. Any shares in their possession as of 31 December 2009 must therefore no longer be
disclosed in the table.
shareholdings Including shares held by related individuals (spouse, civil partner, children under 18 years, companies belonging to
or controlled by Board members, or legal or natural persons that act as fiduciaries for them).
free float shares Shares held in personal custody accounts.
Restricted shares Shares subscribed for through share-based remuneration schemes are subject to a 3-year retention period.
According to § 20 of the Articles of Incorporation, each member of the Board of Directors must deposit 1,000 shares with the
company for the term of his / her office (qualifying shares).
Options Members of the Board do not hold options on Baloise shares.

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sHARes HeLD By THe CHAIRMAN Of THe BOARD Of DIReCTORs AND MeMBeRs Of THe CORPORATe eXeCUTIVe COMMITTee (31 DeCeMBeR)

Free float shares

Restricted shares

Share ownership
Total

Percentage
of issued
share capital

Number of
share awards
(PSU)

2008

2009

2008

2009

2008

2009

2008

2009

2008

2009

Number

Dr Rolf schäuble

Chairman of the Board
of Directors

Dr Martin strobel

CEO Baloise Group

Jan De Meulder

Head of Corporate Division
International

german egloff

Head of Corporate Division
Finance

Dr Olav Noack

Head of Corporate Division
Switzerland

Dr Thomas sieber

Head of Corporate Division
Corporate Center

Martin Wenk

Head of Corporate Division
Asset Management

Total Chairman of the Board
of Directors and members
of the Corporate executive
Committee

Percentage of issued
share capital

39,240

48,459

27,732

25,178

66,972

73,637

0.134 % 0.147 % 13,665

25,801

100

224

24,918

25,889

25,018

26,113

0.050 % 0.052 %

5,637

10,188

n / a

1,566

n / a

840

n / a

2,406

n / a 0.005 %

n / a

3,127

262

1,262

40,952

33,850

41,214

35,112

0.082 % 0.070 %

4,698

8,026

n / a

120

n / a

–/–

n / a

120

n / a 0.000 %

–/–

4,127

328

178

19,595

26,180

19,923

26,358

0.040 % 0.053 %

3,323

6,600

300

200

26,503

27,368

26,803

27,568

0.054 % 0.055 %

5,125

8,766

40,230

52,009 139,700 139,305 179,930 191,314

0.360 % 0.383 % 32,448

66,635

0.080 % 0.104 % 0.279 % 0.279 % 0.360 % 0.383 %

explanatory notes to table:
shareholdings Including shares held by related individuals (spouse, civil partner, children under 18 years, companies belonging to
or controlled by Board members, or legal or natural persons that act as fiduciaries for them).
free float shares Shares held in personal custody accounts.
Blocked shares Including shares financed by loans stemming from ESOP. Shares subscribed for through share-based remuneration
schemes are subject to a 3-year retention period. According to § 20 of the Articles of Incorporation, each member of the Board of
Directors must deposit 1,000 shares with the company for the term of his / her office (qualifying shares).
Options Options held in relation to ESOP are not listed here, as they do not originate from an independent option plan,
but have been written to secure the loan. In addition, each put option has a call option as counterpart.
Prospective entitlements (PsU) Number of performance share units allocated (allocation as of 9.3.2007, 1.1.2008 and 1.1.2009).

Bâloise-Holding Geschäftsbericht 2008
lorem ipsum

Financial
Information

Pages 79 – 91

Financial Information
Consolidated income statement

Consolidated income statement

Five-year overview

in CHF million

income

2005

2006

2007

2008

2009

Premiums earned and policy fees (gross) 1

Reinsurance premiums ceded

Premiums earned and policy fees (net)

6,835.1

– 197.3

6,637.8

6,706.6

– 187.5

6,519.1

6,880.2

– 207.9

6,672.3

6,945.2

– 194.6

6,750.6

6,841.5

– 190.3

6,651.2

Investment income

1,794.5

1,823.7

2,049.8

2,053.1

1,921.2

Realised gains and losses on investments 2

Income from services rendered

Results from investments in associates

Other operating income

income

expenses

Claims and benefits paid (gross)

Change in technical reserves (gross)

Reinsurance share of claims incurred

Acquisition costs

Operating and administrative
expenses for insurance business

Investment expenses

Interest expenses on insurance liabilities

Result from financial contracts

Other operating expenses

expenses

549.4

211.9

35.5

74.3

702.8

286.4

62.0

144.3

597.5

529.0

10.2

142.1

– 1,680.1

558.2

8.5

208.9

435.6

427.3

1.4

108.1

9,303.4

9,538.3

10,000.9

7,899.2

9,544.8

– 5,772.1

– 5,325.0

– 5,597.9

– 5,676.7

– 5,383.4

– 1,094.6

– 1,080.8

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

– 840.2

107.6

– 524.8

– 938.3

– 104.3

– 76.1

– 170.6

– 813.4

583.4

59.7

– 566.1

– 977.4

– 82.8

– 73.8

246.4

– 832.0

– 968.3

58.1

– 499.1

– 925.1

– 78.8

– 69.4

– 407.9

– 708.8

– 8,774.1

– 8,596.9

– 8,958.0

– 7,319.3

– 8,982.7

Profit before borrowing costs and taxes

529.3

941.4

1,042.9

579.9

562.1

Borrowing costs

Profit before taxes

Income taxes

Profit for the period

Attributable to:

Shareholders

Minority interests

Earnings / loss per share

Basic in CHF

Diluted in CHF

Footnote: See next page

– 53.4

475.9

– 72.4

403.5

395.8

7.7

7.3

– 28.2

913.2

– 206.1

707.1

699.4

7.7

12.93

– 28.4

1,014.5

– 194.4

820.1

786.1

34.0

15.15

– 31.2

548.7

– 162.0

386.7

– 45.1

517.0

– 96.0

421.0

358.3

28.4

414.1

6.9

7.33

7.32

8.64

8.57

Financial Information
Consolidated income statement

additional inFormation

in CHF million

Gross premiums written and policy fees

Investment-type premiums

total business volume

2005

2006

2007

2008

2009

6,839.1

554.4

7,393.5

6,716.5

774.7

7,491.2

6,868.4

1,069.2

7,937.6

6,953.9

904.4

7,858.3

6,859.8

2,905.6

9,765.4

Assets for the account and at the risk of life insurance policyholders

2,245.8

2,976.6

4,366.9

3,340.1

6,818.1

Combined ratio (gross)

Funding ratio nonlife in percent

100.6

187.0

90.2

194.8

93.0

195.6

88.1

183.0

91.2

187.7

1 In line with the accounting principles applied by the Baloise Group, investment-type insurance premiums are not included

in the premiums earned and policy fees.

2 Including financial liabilities held for trading purposes (derivative financial instruments).

Results by business segments

Nonlife 1

2009

2008

Life 1, 4

2009

Banking 2

Other activities

2008

2009

2008

2009

2008

Group 3

2009

423.2

382.6

89.2

151.0

52.9

61.0

14.6

– 32.5

579.9

562.1

331.2

331.5

30.6

121.8

49.1

51.5

– 24.2

– 83.8

386.7

421.0

in CHF million

Profit before
borrowing costs
and taxes

Annual result
(segment result)

1 Details on page 84 of the Annual Report.
2 Details on page 89 of the Annual Report.
3 Details on page 79 of the Annual Report.
4 Of which latency calculation effects from other business segments: 31 December 2008 CHF – 19.4 million / 31 December 2009 CHF 6.9 million.

Financial Information
Consolidated balance sheet

Consolidated balance sheet

Five-year overview

in CHF million

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 financial instruments

Other assets / receivables

Deferred tax assets

Cash and cash equivalents

total assets

in CHF million

equity and liabilities

equity

equity before minority interests

Minority interests

total equity

liabilities

Technical reserves (gross)

Liabilities from banking business and financial contracts

Derivative financial instruments

Other accounts payable

Deferred tax liabilities

total liabilities

2005

2006

2007

2008

2009

626.3

1,357.2

174.7

5,581.7

9,839.0

22,915.1

17,635.5

48.6

638.3

1,357.5

175.0

5,312.6

10,902.3

24,523.3

17,801.6

75.8

676.5

1,624.8

191.7

5,269.9

12,144.0

24,433.3

18,611.8

54.2

2,652.3

2,478.8

2,721.0

34.5

450.2

25.8

741.5

53.9

621.2

1,587.2

129.4

5,055.5

7,551.8

23,115.6

18,992.5

311.3

2,536.2

36.9

611.2

1,562.4

143.1

5,071.7

9,486.1

26,502.7

18,643.5

123.7

2,593.0

26.4

1,648.7

1,305.5

2,528.7

61,315.1

64,032.5

67,429.8

61,243.1

67,292.5

2005

2006

2007

2008

2009

4,330.4

4,921.9

60.9

64.6

4,391.3

4,986.5

4,733.4

241.9

4,975.3

3,691.0

4,315.0

204.6

195.0

3,895.6

4,510.0

44,915.9

46,521.8

47,826.4

44,068.6

6,062.5

243.4

4,965.1

736.9

6,744.0

8,300.6

8,127.2

44.6

4,929.3

806.3

34.9

5,607.1

685.5

30.1

4,521.4

600.2

45,344.2

11,396.4

49.5

5,299.6

692.8

56,923.8

59,046.0

62,454.5

57,347.5

62,782.5

total equity and liabilities

61,315.1

64,032.5

67,429.8

61,243.1

67,292.5

Financial Information
Business volume,
premiums and combined ratio

Business volume, premiums and combined ratio

Business volume 2008

in CHF million

Nonlife

Life

subtotal of iFrs gross
premiums written 1

Investment-type premiums

total business volume

Business volume 2009

in CHF million

Nonlife

Life

subtotal of iFrs gross
premiums written 1

Investment-type premiums

total business volume

group

switzerland

germany

Belgium

luxembourg

other units 2

group business

3,214.8

3,739.1

6,953.9

904.4

7,858.3

1,299.5

2,527.7

3,827.2

40.0

3,867.2

1,074.0

953.1

2,027.1

298.3

2,325.4

588.2

125.1

713.3

82.9

796.2

55.8

46.0

101.8

470.6

572.4

166.5

87.2

253.7

12.6

266.3

30.8

–/–

30.8

–/–

30.8

group

switzerland

germany

Belgium

luxembourg

other units2

group business

3,136.4

3,723.4

6,859.8

2,905.6

9,765.4

1,280.2

2,617.6

3,897.8

32.2

3,930.0

1,028.8

853.7

1,882.5

287.4

2,169.9

579.3

121.6

700.9

119.6

820.5

55.1

52.6

107.7

854.3

962.0

165.1

77.9

243.0

1,612.1

1,855.1

27.9

–/–

27.9

–/–

27.9

1 Premiums written and policy fees (gross).
2 Other units: Austria, Croatia, Serbia and Baloise Life Liechtenstein.

Financial Information
Business volume,
premiums and combined ratio

ComBined ratio gross 2008

as a percentage of premiums earned

Loss ratio

Expense ratio

Profit-sharing ratio

Combined ratio

ComBined ratio gross 2009

as a percentage of premiums earned

Loss ratio

Expense ratio

Profit-sharing ratio

Combined ratio

1 Other units: Austria, Croatia and Serbia.

ComBined ratio gross and net

as a percentage of premiums earned

Loss ratio

Expense ratio

Profit-sharing ratio

Combined ratio

Funding ratio nonliFe

in CHF million

Technical provisions for own account 1

Premiums written and policy fees for own account

Funding ratio in percent

1 Not including capitalised settlement premiums.

group

switzerland

germany

Belgium

luxembourg

other units 1

group business

56.3

31.3

0.5

88.1

55.8

24.7

0.9

81.4

57.6

35.5

0.3

93.4

58.0

36.3

0.2

94.5

52.6

35.6

0.2

88.4

62.0

39.5

–/–

101.5

– 23.6

13.6

0.6

– 9.4

group

switzerland

germany

Belgium

luxembourg

other units1

group business

58.6

32.0

0.6

91.2

57.7

26.0

1.0

84.7

58.6

35.3

0.4

94.3

60.3

37.5

0.3

98.1

2008

56.3

31.3

0.5

88.1

55.1

36.5

0.0

91.6

Gross

2009

58.6

32.0

0.6

91.2

66.9

40.9

0.0

107.8

2008

57.8

32.6

0.5

90.9

27.3

13.6

0.2

41.1

Net

2009

60.3

33.4

0.7

94.4

2008

2009

5,557.5

3,037.5

183.0

5,570.5

2,967.6

187.7

Financial Information
Technical income statement

Technical income statement

in CHF million

Gross

Gross premiums written and policy fees

Change in unearned premium reserves

Premiums earned and policy fees (gross)

Claims and benefits paid (gross)

Change in technical reserves (gross)

Change in loss reserve / actuarial reserves 1

Expenses for policyholders’ dividends

Technical expenses

Total technical result (gross)

Ceded to reinsurers

Reinsurance premiums ceded

Claims and benefits paid

Reinsurance share of claims incurred

Expenses for policyholders’ dividends

Technical expenses

Total technical result of ceded business

For own account

Premiums earned and policy fees

Claims and benefits paid

Change in loss reserve / actuarial reserves 1

Expenses for policyholders’ dividends

Technical expenses

Total technical result for own account

Investment income (gross)

Realised gains and losses on investments 2

Investment expenses

Other financial expenses and income

Result from investment income

Annual result before borrowing costs and taxes

Borrowing costs

Income taxes

Annual result (segment result)

2008

Nonlife

2009

3,214.8

– 8.7

3,206.1

– 1,839.3

6.3

– 15.2

3,136.4

– 18.3

3,118.1

– 1,867.4

16.6

– 19.1

– 1,028.5

– 1,016.7

329.4

231.5

2008

3,739.1

0.0

3,739.1

– 3,837.4

564.5

27.8

– 615.2

– 121.2

Life 3

2009

3,723.4

0.0

3,723.4

– 3,516.0

– 726.1

– 239.7

– 497.6

– 1,256.0

– 176.1

– 172.1

– 18.5

– 18.2

55.9

– 2.6

0.0

17.6

54.0

– 4.2

0.0

13.1

– 105.2

– 109.2

3,030.0

– 1,783.4

3.7

– 15.2

2,946.0

– 1,813.4

12.4

– 19.1

– 1,010.9

– 1,003.6

224.2

344.9

– 161.7

– 18.4

34.2

199.0

423.2

–/–

– 92.0

331.2

122.3

314.6

– 3.5

– 22.1

– 28.7

260.3

382.6

–/–

– 51.1

331.5

9.9

– 4.6

1.1

3.7

– 8.4

3,720.6

– 3,827.5

559.9

28.9

– 611.5

– 129.6

1,495.8

– 1,514.5

– 63.4

300.9

218.8

89.2

–/–

– 58.6

30.6

5.8

1.3

1.2

4.7

– 5.2

3,705.2

– 3,510.2

– 724.8

– 238.5

– 492.9

– 1,261.2

1,423.0

448.1

– 85.2

– 373.7

1,412.2

151.0

–/–

– 29.2

121.8

1 Including change in provisions for loss adjustment expenses.
2 Including financial liabilities held for trading purposes (derivative financial instruments).
3 Of which latency calculation effects from other business segments: 31 December 2008 CHF – 19.4 million / 31 December 2009 CHF 6.9 million

1309.indd 84

19.03.2010 12:20:17

Financial Information
Gross premiums by sectors

Gross premiums by sectors

gross Premiums By seCtor nonliFe

2008

2009

+ / – %

in CHF million

Accident

Health

General liability

Motor

Property

Marine

Other

Active reinsurance

gross premiums written, nonlife

gross Premiums By seCtor liFe

in CHF million

Single premiums

Periodic premiums

Investment-type premiums

gross premiums written, life

475.3

116.4

354.7

1,019.3

985.8

145.3

50.9

67.1

465.4

113.7

350.7

985.7

968.4

137.6

52.1

62.8

3,214.8

3,136.4

– 2.1

– 2.3

– 1.1

– 3.3

– 1.8

– 5.3

2.4

– 6.4

– 2.4

2008

2009

+ / – %

1,879.6

2,763.9

– 904.4

3,739.1

3,963.1

2,665.9

– 2,905.6

3,723.4

110.8

– 3.5

221.3

– 0.4

In the 2009 fiscal year, premium income was depressed due to Swiss franc / euro exchange rate performance, as
compared to the same period in the previous year.

Financial Information
Embedded value

Embedded value

emBedded value PerFormanCe

in CHF million; all figures after taxes

embedded value as of 1 January

Operating profit from policy portfolio, adjusted equity plus profit from new business

Economic changes, including changes in unrealised gains and losses on investments
(shares and properties)

Dividend and capital movements

Exchange rate differences

embedded value as of 31 december

Of which: value of policy portfolio

Of which: adjusted equity

Of which: cost of solvency

new Business

Value of new business (VNB) in CHF million

APE 1 in CHF million

Sensitivity of new business value at risk discount rate (+ / – 1.0 %) in percent

New business margin in percent

sensitivities

in percent

+ / – 1 % change in risk discount rate

+ / – 10 % change in the fair value of shares

+ / – 10 % change in the fair value of properties

+ / – 0.5 % change in new money rate

2008

2009

3,230.6

347.8

– 939.0

– 135.3

– 58.0

2,446.2

235.1

84.9

59.2

1.5

2,446.2

2,826.9

1,219.1

1,684.9

– 457.8

1,414.6

1,874.7

– 462.4

2008

19.4

244.1

2009

25.5

253.1

– 42.0 / + 50.3 – 33.0 / + 39.6

7.9

10.1

2008

2009

– 6.2 / + 7.2

– 6.1 / + 7.2

+ 2.6 / – 4.8

+ 3.1 / – 3.3

+ 4.5 / – 9.3

+ 4.7 / – 8.4

+ 5.7 / – 6.0

+ 5.3 / – 6.0

1 Annual Premium Equivalent = 100 % annual premiums of new business + 10 % of single premiums.

The embedded value of life insurance business consists of three elements: the adjusted equity of life insurance
activities and the value of the policy portfolio at the end of the reporting period, with the cost of solvency being
deducted. The embedded value excludes any value that may be attributed to future new business.

For investments, the adjusted shareholders’ equity is based on fair values, while statutory rates are used for ac-
tuarial liabilities. The most important components of equity are the sums of unrealised gains and losses on invest-
ments (shares and properties), which can be subject to strong fluctuations. For business from Luxembourg, Austria,
Croatia, Serbia and Liechtenstein only the disclosed IFRS equity is taken into account for the embedded value.

Financial Information
Embedded value

The value of the insurance portfolio is equivalent to the resultant future profits that are determined by dis-
counting all expected cash flows. This requires a large number of assumptions; the key assumptions are itemised
in the table below.

The cost of solvency is equivalent to the cost of funding the solvency requirements of the business.

assumPtions

in percent

group

Risk discount rate

Return on bonds (1st projected annual return – long-term return)

Return on shares

Return on properties

switzerland

Risk discount rate

2008

2009

7.6

3.2 – 3.3

3.2 – 3.7

7.2

4.9

7.5

7.2

5.0

7.5

Return on bonds (1st projected annual return – long-term return)

3.0 – 3.2

3.1 – 3.6

Return on shares

Return on properties

Risk discount rate

Return on bonds (1st projected annual return – long-term return)

Return on shares

Return on properties

7.0

4.9

8.3

7.0

4.9

8.3

4.0 – 4.0

3.7 – 4.4

8.0

5.2

8.0

5.2

External audit: Deloitte & Touche LLP has examined the calculation method chosen by the Baloise Group and the assumptions and calcula-
tions applied to the calculation of the embedded value in the life business as of 31 December 2009. Deloitte considers the calculation method
and assumptions used by Baloise to be appropriate and reasonable and the above disclosures on embedded value, using the chosen meth-
odology and corresponding assumptions have been properly prepared. For the purpose of this report, Deloitte has randomly examined some
of the data provided by the Baloise Group whilst relying on the financial information upon which the Financial Report is based.

Financial Information
Embedded value

geograPhiC sPread oF emBedded value

in CHF million; all figures after taxes

switzerland

Of which: value of policy portfolio

Of which: adjusted equity

Of which: cost of solvency

other

Of which: value of policy portfolio

Of which: adjusted equity

Of which: cost of solvency

Consolidation

embedded value as of 31 december

geograPhiC sPread oF 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

2008

2009

2,017.8

980.6

1,392.9

– 355.7

504.0

238.5

367.7

2,253.5

1,116.6

1,493.3

– 356.3

656.7

298.1

464.7

– 102.1

– 106.1

– 75.6

2,446.2

– 83.3

2,826.9

2008

11.1

15.1

136.2

4.0

4.3

2009

14.4

21.9

152.2

3.5

3.6

107.9

100.9

Financial Information
Banking activities

2008

2009

217.8

– 114.2

103.6

47.3

– 2.3

4.0

152.6

– 57.3

– 37.9

– 95.2

57.4

0.0

– 4.5

52.9

– 3.8

49.1

194.5

– 94.2

100.3

58.9

– 0.7

0.3

158.8

– 58.7

– 35.1

– 93.8

65.0

0.9

– 4.9

61.0

– 9.5

51.5

2008

2009

8,426.4

3,130.7

5,500.7

3,378.2

2008

2009

–/–

1.6

–/–

328.6

5,337.4

283.0

21.1

107.1

–/–

6.4

–/–

340.9

5,723.0

313.0

20.8

151.0

6,078.8

6,555.1

Banking activities

result From BanKing aCtivities

in CHF million

Total interest income

Total interest expenses

net interest income

Net commission and fee income

Trading income

Other income

total operating income

Personnel expenses

Material expenses

Total operating expenses

gross result

Result from losses and impairments for credit risks

Depreciation of intangible assets and property, plant and equipment

annual result before taxes

Income taxes

annual result (segment result)

additional inFormation

in CHF million

Assets managed for third parties

Risk-weighted assets: banking activities

asset alloCation

in CHF million

Investment properties

Alternative financial assets

Fixed-income securities

Mortgage assets

Policy and other loans

Derivative financial instruments

Cash and cash equivalents

total

Financial Information
Investment performance

Investment performance

investment PerF ormanCe 2008 1

in CHF million

Current income

Realised gains and losses and impairment
losses recognised in profit and loss (net)

Change in unrealised gains
and losses on equity

Cost of investment management

Operational profit

average investment portfolio

Performance in percent

investment PerF ormanCe 2009 1

in CHF million

Current income

Realised gains and losses and impairment
losses recognised in profit and loss (net)

Change in unrealised gains
and losses on equity

Cost of investment management

Operational profit

Fixed-income
securities

867.3

– 498.1

161.9

– 659.2

investment
properties

mortgage assets,
policy and other
loans

alternative
financial assets,
derivatives,
cash and
cash equivalents

240.4

– 4.2

741.7

20.8

41.8

577.0

total

2,053.1

– 563.7

7.2

– 1,277.2

– 343.6

– 1,613.6

– 33.8

342.6

23,718.4

1.4

– 7.5

– 1,782.0

4,151.0

– 42.9

– 10.2

226.0

– 13.5

749.0

– 17.7

257.5

– 82.7

– 206.9

5,162.7

18,802.1

3,559.4

55,393.6

4.4

4.0

7.2

– 0.4

Fixed-income
securities

898.5

27.6

86.0

103.3

investment
properties

mortgage assets,
policy and other
loans

alternative
financial assets,
derivatives,
cash and
cash equivalents

total

246.7

– 19.6

682.4

– 4.8

7.6

– 257.7

1,921.2

– 151.2

690.6

236.0

28.2

954.8

– 27.9

1,588.8

– 7.0

418.3

– 10.8

216.3

– 15.6

662.0

average investment portfolio

24,419.0

2,340.7

5,063.6

18,818.0

Performance in percent

6.5

17.9

4.3

3.5

1 Excluding assets for the account and at the risk of life insurance policyholders.

– 11.6

– 233.5

3,647.6

– 6.4

– 72.9

2,651.9

54,288.9

4.9

Financial Information
Investment performance

Current inCome, insuranCe 1

in CHF million

Investment properties

Alternative financial assets

Fixed-income securities

Mortgage assets

Policy and other loans

Derivative financial instruments

Cash and cash equivalents

total current income

nonlife

life

45.6

33.4

5.1

192.5

13.7

47.3

–/–

7.3

188.9

127.9

12.2

652.3

170.7

330.6

–/–

13.2

2008

total

234.5

161.3

17.3

844.8

184.4

377.9

–/–

20.5

nonlife

life

44.4

17.1

1.6

189.9

13.9

46.9

–/–

0.8

194.1

68.6

1.6

696.6

155.5

304.6

–/–

2.0

2009

total

238.5

85.7

3.2

886.5

169.4

351.5

–/–

2.8

344.9

1,495.8

1,840.7

314.6

1,423.0

1,737.6

realised gains and losses, insuranCe 1

in CHF million

Investment properties

Alternative financial assets

Fixed-income securities

Mortgage assets

Policy and other loans

Derivative financial instruments

Cash and cash equivalents

nonlife

– 0.5

– 184.0

9.7

– 82.9

0.5

– 0.9

96.4

–/–

life

0.0

– 469.2

0.1

2008

total

– 0.5

– 653.2

9.8

– 415.7

– 498.6

– 5.5

– 0.9

479.7

–/–

– 5.0

– 1.8

576.1

–/–

total capital gains and losses

– 161.7

– 411.5

– 573.2

nonlife

life

2009

total

– 14.5

103.0

6.6

27.9

– 2.3

– 2.9

– 15.3

81.1

– 3.7

21.5

– 2.0

– 4.6

– 215.6

– 259.9

–/–

– 138.6

– 142.1

0.8

21.9

10.3

6.4

– 0.3

1.7

– 44.3

–/–

– 3.5

asset alloCation, insuranCe 1

in CHF million

Investment properties

Alternative financial assets

Fixed-income securities

Mortgage assets

Policy and other loans

Derivative financial instruments

Cash and cash equivalents

nonlife

life

889.7

514.0

297.8

4,038.1

2,064.5

1,298.7

2008

total

4,927.8

2,578.5

1,596.5

nonlife

life

821.0

700.6

300.9

4,129.7

1,365.0

1,069.4

2009

total

4,950.7

2,065.6

1,370.3

4,912.8

17,769.4

22,682.2

5,392.3

20,001.1

25,393.4

431.2

1,220.5

44.3

336.4

4,619.9

7,486.4

243.5

718.2

5,051.1

8,706.9

287.8

1,054.6

427.1

1,043.4

7.6

447.6

4,434.8

6,889.5

90.5

4,861.9

7,932.9

98.1

1,451.1

1,898.7

total

8,646.7

38,238.7

46,885.4

9,140.5

39,431.1

48,571.6

1 Excluding assets for the account and at the risk of life insurance policyholders.

Bâloise
Holding

Pages 93 – 101

Bâloise Holding
Income statement Bâloise Holding

Note

2008

2009

553.4

20.9

9.1

583.4

– 55.6

– 32.9

– 5.8

– 9.2

– 103.5

310.6

9.6

9.3

329.5

– 49.8

– 43.8

– 0.3

– 6.0

– 99.9

– 0.2

479.7

229.4

Income statement
Bâloise Holding

in CHF million

Income from participating interests

Interest and securities income

Other income

total income

Administrative expenses

Interest expenses

Depreciation

Other expenses

total expenses

tax expenses

Profit for the period

Bâloise Holding
Balance sheet Bâloise Holding

Balance sheet
Bâloise Holding

in CHF million

assets

Cash and cash equivalents

Treasury shares

Receivables from Group companies

Receivables from third parties

Accruals

Current assets

Participations

Loans to Group companies

Other financial assets

non-current assets

total assets

equity and liabilities

Share capital

Statutory reserve

General reserve

Reserve for treasury shares

Other reserves

Retained earnings

equity

Liabilities to Group companies

Liabilities to third parties

Bonds

Provisions

Accruals

liabilities

total equity and liabilities

Note

31.12.2008

31.12.2009

8.8

35.2

51.0

3.1

29.7

284.8

111.4

71.5

2.2

24.0

127.8

493.9

1,568.9

1,604.5

30.0

0.2

64.1

0.2

1,599.1

1,668.8

1,726.9

2,162.7

5.0

11.7

46.6

115.7

480.4

659.4

138.5

0.0

900.0

13.4

15.6

11.7

118.3

298.6

230.2

663.8

5.0

0.0

1,442.5

14.7

36.7

1,067.5

1,498.9

1,726.9

2,162.7

Bâloise Holding
Notes Bâloise Holding

liabilities
Liabilities are recognised at face value.

Bonds
Bonds are recognised at face value. The emission costs, re-
duced in the amount of the premium, are charged in full to
the income statement upon issue of the bond.

Provisions
Provisions are created to cover any risks according to the
principles of prudent management.

accruals
Accruals include income already received in respect of the
new fiscal year and expenses for the current fiscal year which
will only be at a later date.

Notes
Bâloise Holding

1. aCCounting standards
The annual accounts of Bâloise Holding are produced in
accordance with the regulations of the Swiss Code of Obli-
gations.

Cash and cash equivalents
Cash and cash equivalents include cash in banks as well as
cash equivalents such as call and time deposits or money
market instruments, if these have an original maturity of
less than 90 days.

treasury shares
Treasury shares are posted at cost or at the lower fair value.

receivables
Receivables are stated at face value net of necessary impair-
ments.

accruals
Accruals considers both expenses paid in advance for the
new fiscal year, as well as income from the current fiscal
year that will only be received at a later date. Included un-
der the same heading are dividends decided on the balance
sheet date by the Annual General Meeting of the subsidiar-
ies. Bâloise Holding reports these as dividend claims.

Participations
Participations are recognised at cost net of requisite depre-
ciation.

loans to group companies
Loans are valued at face value, factoring in requisite deprecia-
tion. Individual value adjustments are conducted according
to the prudence principle for all identifiable risks.

other financial assets
Marketable securities are recognised either at their pur-
chase price or at fair value, with the lower of the two being
applied.

Bâloise Holding
Notes Bâloise Holding

notes to the inCome statement

2. interest and se Curities inCome

in CHF million

Income from treasury shares

Interest on loans to Group companies

Income from other financial assets

Other interest receivables

total interest and securities income

3. other inCome

in CHF million

Income from services rendered

Other income

total other income

4. administrative e XPenses

in CHF million

Personnel expenses

Other administrative expenses

total administrative expenses

5. interest eXPenses

in CHF million

Interest from bonds

Other interest expenses

total interest expenses

2008

2009

19.0

0.9

0.1

0.9

20.9

4.2

1.1

0.0

4.3

9.6

2008

2009

2.4

6.7

9.1

2.0

7.3

9.3

2008

2009

– 38.4

– 17.2

– 55.6

– 29.4

– 20.4

– 49.8

2008

2009

– 29.5

– 3.4

– 32.9

– 42.6

– 1.2

– 43.8

Bâloise Holding
Notes Bâloise Holding

2008

2009

–/–

– 5.8

–/–

– 0.3

2008

2009

– 1.7

– 7.5

– 9.2

– 1.5

– 4.5

– 6.0

6. dePreCiation

in CHF million

Depreciation on participations

Depreciation on treasury shares

total depreciation

7. other e XPenses

in CHF million

Expenses incurred from services rendered

Other expenses

total other expenses

notes to the BalanCe sheet

8. aCCruals
Due to resolutions of the Annual General Meeting on 22 February 2010 of Baloise Asset Management Schweiz
AG, Basel, and of Baloise Asset Management International AG, Basel, and on 9 March 2010 of Haakon AG, Basel,
the accrued dividend claims (income from investments in associates) for the 2009 fiscal year were regarded as
deferred expenses.

9. loans to grou P ComPanies

in CHF million

Subordinated loan to Baloise Bank SoBa

Loan to Bâloise (Luxembourg) Holding S.A.

total loans to group companies

2008

2009

30.0

–/–

30.0

34.1

64.1

Bâloise Holding
Notes Bâloise Holding

10. PartiCiPations

Company

Basler Versicherung AG, Basel

Basler Leben AG, Basel

Baloise Bank SoBa AG, Solothurn

Baloise Asset Management Schweiz AG, Basel

Baloise Asset Management International AG, Basel

Haakon AG, Basel

Baloise Life (Liechtenstein) AG, Balzers

Baloise Beteiligungs-Holding GmbH, Bad Homburg

Bâloise (Luxembourg) Holding S.A., Bertrange (Luxembourg)

Bâloise Delta Holding S.à.r.l., Bertrange (Luxembourg)

Baloise Fund Invest Advico, Bertrange (Luxembourg)

Baloise Insurance Company (Bermuda) Ltd., Hamilton, Bermuda

Baloise Finance (Jersey) Ltd, St. Helier, Jersey

Basler osiguranje Zagreb d.d., Zagreb

Neživotno osiguranje “Basler” a.d.o., Belgrade

Životno osiguranje “Basler” a.d.o., Belgrade

1 The holding is rounded down to the nearest percent.

Total
holding as of
31.12.2008

total
holding as of
31.12.2009

Share /
corporate capital
as of 31.12.2009

in % 1

in %1

Currency

in million

100.00

74.75

100.00

99.99

100.00

74.75

100.00

99.99

CHF

EUR

CHF

EUR

CHF

HRK

RSD

75.0

50.0

1.5

0.2

15.0

0.0

249.9

150.0

0.1

5.0

1.3

45.0

245.4

174.9

For additional information on participations held directly by Bâloise Holding see pages 140 and 141 of
the 2009 Financial Report.

11. Bonds

amount

CHF 350 million 1

CHF 150 million

CHF 550 million

CHF 150 million

CHF 242.5 million (convertible bond)

1 Raised by CHF 100 million in 2005.

interest rate

2.375 %

3.250 %

4.250 %

3.500 %

1.500 %

issued

2004

maturity date

20.12.2010

2007

19.06.2012

2009

29.04.2013

2007

19.12.2014

2009

17.11.2016

Bâloise Holding
Notes Bâloise Holding

31.12.2008

31.12.2009

5.4

– 0.4

5.0

11.7

–/–

11.7

367.7

– 429.0

– 20.9

128.8

46.6

5.0

–/–

5.0

11.7

–/–

11.7

46.6

–/–

71.7

118.3

58.3

130.0

153.2

70.4

20.9

– 128.8

115.7

314.1

– 243.0

– 70.4

479.7

480.4

115.7

254.6

–/–

– 71.7

298.6

480.4

– 225.0

– 254.6

229.4

230.2

12. Changes in e Quit y

in CHF million

share capital

As of 1 January

Reduction through cancellation of shares as per AGM resolution

total share capital

statutory reserves

general reserve

As of 1 January

Allocation

total general reserve

reserve for treasury shares

As of 1 January

Reduction through cancellation of shares as per AGM resolution

Withdrawal (carry forward to Other reserves) 2

Allocation (carry forward from Other reserves) 1

total reserve for treasury shares

total statutory reserves

other reserves

As of 1 January

Allocation from Retained earnings

Allocation (carry forward from Reserve for treasury shares)

Withdrawal (carry forward to Reserve for treasury shares)

total other reserves

retained earnings

As of 1 January

Dividend distribution

Addition to unappropriated reserves

Profit for the period

total retained earnings

total equity

659.4

663.8

1 Baloise Group companies purchased during the reporting period (not including the share buy-back via the secondary trading line)
a total of 1,222,419 shares at an average price of CHF 81. During the reporting period they sold 329,909 shares at an average price
of CHF 87 and together held a total of 1,247,787 Bâloise Holding shares as of 31 December 2009. The balance of Bâloise Holding
shares acquired via the secondary trading line amounted to 223,565 shares, as in the previous year. These shares are stated in the
balance sheet item “Treasury share”.

2 Depreciation of the Baloise share to fair value as of 31 December 2007.

100

Bâloise Holding
Notes Bâloise Holding

13. signiFiC ant shareholders
Only one shareholder group holds more than 5 % of outstanding Baloise shares as of 31 December 2009. The
following table provides information on the current shareholder structure as of 31 December 2009 (figures rounded).

in percent

shareholders

Chase Nominees Group 1

Signal Iduna Gruppe

BlackRock Inc

Mellon Bank N. A. 1

Nortrust Nominees Ltd. 1

UBS Group

State of New Jersey Common Pension Fund

Barclays Group

total
holding as of
31.12.2008

share of
voting rights
as of 31.12.2008

total
holding as of
31.12.2009

share of
voting rights as
of 31.12.2009

9.5

–/–

3.1

3.4

2.4

–/–

2.9

2.0

–/–

0.0

< 2.0

–/–

< 2.0

7.9

5.2

4.2

4.0

3.2

2.1

2.0

< 2.0

2.0

0.0

< 2.0

2.0

< 2.0

1 Custodian nominees who hold shares in trust for third parties are added to the free float pursuant to the SIX Exchange regulations.

Such shareholder groups are not subject to registration pursuant to stock exchange law.

14. Contingent liaBilities
As of 31 December 2009, the guarantee liabilities amount to CHF 128.6 million (previous year: CHF 131.8 million).

A purchase price retention of EUR 5 million to cover any guarantee claims was agreed with the sellers of
Osiguranje Zagreb in the purchase agreement. The sum is deposited in escrow at a bank. Furthermore, possible
supplementary purchase price payments (earn-outs) were agreed. The amounts depend on the premium growth
and net profits of Osiguranje Zagreb in the years 2007, 2008 and 2009. However, these additional payments amount
to a maximum of EUR 20 million.

Bâloise Holding issues the following letter of comfort: as owner of Baloise Life (Liechtenstein) AG, Bâloise
Holding, Basel, warrants that its subsidiary, Baloise Life (Liechtenstein) AG is able to meet its financial obligations
to its customers, arising from RentaSafe, BelRenta Safe, RentaProtect and RentaSafe Time contracts, in particular
guarantee pledges, in full at any time.

Bâloise Holding is jointly liable for value-added tax due with all companies which, under the leadership of the

Baloise Insurance Ltd, are subject to group taxation.

15. Payments in a CCordanCe with or ( swiss Code oF oBligations) artiCles 663BBis and 663C
Information on remuneration to the Board of Directors or persons fully or partially entrusted with management
duties by the Board of Directors is stated in the Baloise Group’s Consolidated Annual Financial Statements.

16. details a Bout the PerFormanCe oF a risK assessment
Details about the performance of a risk assessment can be obtained from Chapter 5, “Management of insurance
and financial risks,” in the Baloise Group’s Consolidated Annual Financial Statements.

Bâloise Holding
Appropriation of retained earnings

101

Appropriation of retained earnings
as proposed by the Board of Directors

retained earnings and aPProPriation oF earnings
Retained earnings amount to CHF 229,399,605.78.

The Board of Directors proposes to the Annual General Meeting the appropriation of retained earnings in

accordance with the table below.

in CHF

Profit for the period

Earnings carried forward

Retained earnings

Proposals by the Board of Directors

Appropriation to unappropriated reserves

Dividends

retained earnings to be carried forward

2008

2009

479,660,306.82

229,399,605.78

701,827.32

762,134.14

480,362,134.14

230,161,739.92

– 254,600,000.00

– 4,400,000.00

– 225,000,000.00

762,134.14

761,739.92

The distribution of profits complies with the provisions of §30 of the Articles of Incorporation. Distribution per
share equals CHF 4.50 gross or CHF 2.92 net of withholding tax.

102

Glossary

actuarial reserves
Actuarial reserves refer to provisions for current insur-
ance policies in the life insurance segment.

annual premium equivalent (aPe)
The annual premium equivalent is the insurance indus-
try standard for measuring the volume of new life insur-
ance business. It is calculated as the sum of all annual
premiums from new business and 10 % of single premi-
ums of the reporting period.

assets managed for third parties
Assets held in trust for customers and partners.

Baloise
“Baloise” stands for “Baloise Group”, “Bâloise Holding”
for “Bâloise Holding Ltd”. By Baloise share we mean the
share of Bâloise Holding Ltd.

Brokers
Insurance brokers are independent insurance interme-
diaries. These are companies or individuals who are not
tied to any insurance company when placing contracts.
They receive commission for the insurance contracts
they conclude.

Business segment
Similar or related operating activities are grouped toge-
ther in business segments. These are: nonlife, life, bank-
ing (including asset management) and other activities.
The business segment “Other activities” includes, in par-
ticular, holding, property and investment companies.

Business volume
Business volume includes premium income from the
nonlife and life insurance business and from unit-linked
life insurance policies during the reporting period. Due
to the underlying accounting principles of the Baloise
Group, the latter may not be disclosed as income in the
consolidated financial statements.

Claims incurred
Claims incurred comprises insurance claims paid out
during the fiscal year, reserves formed in connection
with unsettled claims, the dissolution of reserves for
claims that no longer have to be settled or do not have to
be paid in full, the costs of processing claims, as well as
the performance of related provisions.

Combined ratio
Ratio of nonlife insurance business, expressing the sum
of claims incurred (loss ratio), costs (expense ratio) and
profit-sharing (profit-sharing ratio) in relation to pre-
miums. This ratio is used to assess the profitability of the
nonlife insurance business.

deferred tax assets and liabilities
Probable future tax expenses and tax relief, resulting
from temporary differences between the reported value
of assets and liabilities, as disclosed in the consolidated
financial statements, and their tax value. The calculation
is based on country-specific tax rates.

embedded value
The embedded value determines the value of the life in-
surance portfolio for the shareholder on the balance
sheet date. It is calculated using the three components:
adjusted equity
value of insurance portfolio
less solvency costs.

Glossary

103

expense ratio
The ratio of the cost of nonlife insurance business to pre-
miums, expressed in percent.

Fixed-income securities
Securities (primarily bonds), yielding interest at a fixed
rate during their whole term.

gross
In the annual report of an insurance company, “gross”
stands for a balance sheet or income statement item be-
fore the deduction of of reinsurance.

group life business
Insurance policies taken out by companies or their Em-
ployee Benefit Units on behalf of their employees as part
of their company pension plans.

iFrs
Since 2000, the Baloise Group has prepared its consoli-
dated annual financial statements in accordance with
IFRS International Financial Reporting Standards (for-
merly IAS International Accounting Standards).

impairment (impairment loss)
Impairment of an asset recognised in profit and loss.
Whether the carrying value of an asset is greater than its
recoverable amount is determined using an impairment
test. If necessary, the asset is impaired down to the reco-
verable amount and recognised through profit and loss.

insurance benefits
The benefits provided by the insurer in connection with
the occurrence of an insured event.

investment performance
The performance measures the business success of in-
vestments. Gains, losses, income, expenses, as well as
changes to as yet unrealised gains and losses, as set out
in the income statement related to the average balance of
the investments.

investment-type life insurance
Life insurance policies where policyholders invest their
savings for their own account and at their own risk.

investment-type premiums
Premium income from life insurance policies where in-
surance companies invest the policyholder’s savings for
the latter’s own account and at the latter’s own risk. In
accordance with the International Accounting Standards
applied by the Baloise Group, the savings that are part of
this premium income may not be disclosed as income in
the income statement.

legal quota
Fixed statutory or contractual percentage requiring life
insurance companies to pass on a certain percentage of
earnings to the policyholders.

loss ratio
The ratio of claims incurred to premiums, expressed in
percent.

loss reserve
Provisions for claims that have not been settled at year-
end.

minimum interest rate
Minimum required interest rate for the respective savings
balance of company pension plans.

104

Glossary

net
In the annual report of an insurance company “net”
stands for a balance sheet or income statement item after
the deduction of reinsurance.

new business margin
Value of new business divided by the annual premium
equivalent (APE).

non-recurrent deposits
Non-recurrent deposits finance life insurance policies
with a one-off deposit made when the policy begins. Pri-
marily used as a financing tool for asset-building life in-
surance, with special emphasis on profitability and
security aspects.

Periodic premiums
Periodically recurring premium income (see definition
of “premium”).

Policyholders’ dividends
Annual, non-guaranteed policyholder benefits from
a life insurance policy which are granted when − com-
pared with the assumptions that underlie the premium
calculation − earnings are higher and / or risk and cost
behaviour patterns are more favourable.

Premium
The amount paid by the policyholder to cover the cost of
insurance.

Premiums earned
The proportion of the policy premium allocated to the
risk covered by an insurer during the fiscal year, i. e. pre-
mium less change in unearned premium reserves.

Profit after taxes
Profit after taxes is the final consolidated sum of all earn-
ings and expenses, less borrowing costs, as well as cur-
rent and deferred income taxes. Profit after taxes in-
cludes the proportion of minority interests in the result.

Profit-sharing ratio
Index expressing the profit-sharing / premium ratio. Pro-
fit sharing is a rebate granted to policyholders in the
nonlife business due to profitable business.

Provisions
Evaluation of future insurance benefits from identified
and not yet identified claims, which are disclosed as lia-
bilities in the balance sheet.

reinsurance
If the insurance company does not want to carry the full
risk from an insurance policy or an entire portfolio of poli-
cies, it passes on part of the risk to a reinsurance company
or another direct insurer. However, the primary insurer
still has to indemnify the policyholder for the full risk.

return on equity
Calculated return on the equity of a company during the
fiscal year. Return on equity is calculated by taking the
profit generated during the fiscal year and dividing it by
average equity.

run off business
Policy portfolio that has ceased to accept new policies,
with existing policies expiring successively.

Glossary

105

segment
Financial reporting at the Baloise Group is carried out
in accordance with International Financial Accounting
Standards (IFRS), which requires similar transactions
and business activities to be grouped and presented
together. The bundled business activities are presen-
ted in “segments,” by geographic regions and business
segments.

share buy-back programme
Procedure approved by the Board of Directors under
which the company itself may repurchase outstanding
shares. In Switzerland, these buy-backs are carried out
through a separate trading line.

shares issued
Total number of shares that a company has issued. The
total number of shares issued, multiplied by their face
value is the nominal share capital of the company.

sli
The Swiss Leader Index comprises the 30 largest and most
liquid securities in the Swiss equity market.

scoring
Scoring stands for statistical analyses, whereby risk
estimates based on experience values are derived from
data collected. Insurers apply scoring in order to tariff
equitably.

solvency
Required minimum capital for insurance companies
specified by the regulatory authorities, to cover business
risks (investments, claims). As a rule, this requirement is
specified at a national level and may differ from country
to country.

technical reserves
On the balance sheet, insurers disclose the value of fu-
ture benefits they expect from the existing insurance
policies, calculated at the present time. The value is com-
puted using recognised principles.

technical result
The technical result includes a comparison of all ex-
penses and income from the insurance business. Expenses
and income unrelated to the insurance business and re-
venue from investments are not included in the technical
result.

unearned premium reserves
Accrued portions of the written premiums that have been
charged for periods after the balance sheet date.

unrealised gains and losses (charged to equity)
Unrealised gains and losses are gains or losses charged
to equity, which are not recognised in profit or loss and
result from the valuation of assets. These are charged to
equity after deducting deferred tax assets and liabilities
and deferred policyholders’ dividends (life insurance
business). These gains or losses are only transferred to
the income statement upon disposal of the underlying
asset or upon impairment (impairment loss).

value of new business
The value of new business transacted during the report-
ing period, valued at the time the policy is issued.

106

Addresses

switZerland

austria

Croatia

Basler versicherungen
Brigittenauer Lände 50 – 54
A-1203 Vienna
Telephone + 43 1 33 160 0
Fax + 43 1 33 160 200
office@basler.at
www.basler.at

luXemBourg

Bâloise assurances
Atrium Business Park
23, rue du Puits Romain
Bourmicht
L-8070 Bertrange
Telephone + 352 290 190 1
Fax + 352 290 592
info@baloise.lu

www.baloise.lu

Belgium

mercator verzekeringen
Desguinlei 100
B-2018 Antwerp
Telephone + 32 3 247 21 11
Fax + 32 3 247 27 77
info@mercator.be

www.mercator.be

Basler osiguranje Zagreb
Radni�cka cesta 37 b
HR-10 000 Zagreb
Telephone + 385 1 6405 808
Fax + 385 1 2392 992
info@basler-oz.hr

www.basler-oz.hr

serBia

Basler osiguranja
Resavska 29
RS-11 000 Belgrade
Telephone + 381 11 324 7716
Fax + 381 11 334 29 03
office@basler.rs

www.basler.rs

lieChtenstein

Baloise life
Alte Landstrasse 8
FL-9496 Balzers
Telephone + 423 388 90 00
Fax + 423 388 90 21
information@baloise-life.com

www.baloise-life.com

Basler versicherungen
Aeschengraben 21
CH-4002 Basel
Telephone + 41 61 285 85 85
Fax + 41 61 285 70 70
kundenservice@baloise.ch

www.baloise.ch

Baloise Bank soBa
Amthausplatz 4
CH-4502 Solothurn
Telephone + 41 32 626 02 02
Fax + 41 32 623 36 92
bank@baloise.ch

www.baloise.ch

germany

Basler versicherungen
Basler Strasse 4
P.O. Box 1145
D-61345 Bad Homburg
Telephone + 49 61 72 13 0
Fax + 49 61 72 13 200
info@basler.de

www.basler.de

deutscher ring

sachversicherungs-ag

deutscher ring

lebensversicherungs-ag
Ludwig-Erhard-Strasse 22
D-20459 Hamburg
Telephone + 49 40 3599 7711
Fax + 49 40 3599 2500
service@deutscherring.de
www.deutscherring.de

Information on the Baloise Group

107

note on Forward-looKing statements
This publication is intended to provide an overview of
Baloise’s business performance. It contains forward-looking
statements including forecasts of future events, plans, goals,
business developments and results based on the current ex-
pectations and assumptions of Baloise management. These
forward-looking statements should be used with due cau-
tion as they contain both known and unknown risks. They
also contain uncertainties and may be affected adversely by
other factors. In consequence, business performance, results,
plans and goals could differ materially from those presented
explicitly or implicitly in these forward-looking statements.
Influencing factors include (i) changes in the overall state of
the economy, especially in key markets; (ii) financial market
performance; (iii) competitive factors; (iv) changes in interest
rates; (v) changes in exchange rates; (vi) changes in the statutory
and regulatory framework including accounting standards;
(vii) frequency and magnitude of claims and development of
claims history; (viii) mortality and morbidity rates; (ix) renew-
als and maturity of insurance policies; (x) legal disputes and
administrative proceedings; (xi) departure of key employees;
(xii) negative publicity and media reports.

Baloise assumes no obligation to update or revise these
forward-looking statements, to consider new information,
future events etc. The past performance of Baloise is no in-
dication of future results.

Information on the
Baloise Group

The 2009 Annual Report is published in German and
English.

The 2009 Financial Report contains the audited 2009
annual financial statements with detailed information. It is
available in German and in English. The German version is
binding.

availaBilit y and ordering
The 2009 Annual Report and the 2009 Financial Report are
available on the Internet at www.baloise.com/annualreport
as of 18 March 2010.

Corporate publications can be ordered via the Internet
or from the Baloise Group, Corporate Communications,
Aeschengraben 21, CH-4002 Basel.

inFormation For shareholders

and FinanCial analysts
You can find detailed information and data on the Baloise
share, the IR agenda, the latest presentations and how to
contact Investor Relations on the Internet at www.baloise.
com/investors. The information is available in German and
English.

inFormation For media rePresentatives
At www.baloise.com/media you will find the latest media
releases, presentations, reports, pictures and podcast files of
various Baloise events as well as media contact details.

Publisher Baloise, Corporate Communications
Concept, design Eclat, Erlenbach (ZH)
Photography Philipp Rohner and Stephan Knecht, Zurich / Guy Jost, Bern.
diary styling Sara Reinmann, Buchs (AG)
Publishing system Multimedia Solutions AG, Zurich
Printing UD Print AG, Lucerne

107

Content

Baloise
Baloise key figures .............................. ........ ........ .... . . Cover
At a glance . . .. . . . . ............................ ........ ..... ... . . ... . . . .. . . . . Cover

saFety diary . .. ................................. ... ........ .. ... . . ... . .. ........ 1

shareholder inFormation
Letter to shareholders ........ ....................... ........ ............ 20
Baloise share .. . . .............................. ........ ....... ... . . ... . . . .. ..... 22

review oF Business year
Group . . . .. . . . . . . . ... . ............... ........... ......... . . ... . . .. .. . .. .. . .. .. ....... 27
Countries . . .. . . . .. . ......................... ........ ....... . ... . . .. .. .. . .. . 31–34

sustainaBle Business management
Human Resources .............................. ........ ........ .... . ....... 36
Ecology . . . . . .. . . . . .. ...................... ........ ....... . ... . . .. .. . .. .. . .. .. . ..... 40
Risk Management ......... .......................... ........ ....... . . ...... 42

CorPorate governanCe
Corporate Governance Report
including Compensation Report ................................. 46

FinanCial inFormation
Consolidated income statement .................................. 79
Results by business segments ................................... ..... 80
Consolidated balance sheet .......... .......................... ...... 81
Business volume, premiums and combined ratio .... 82
Technical income statement ............................. ........... 84
Gross premiums by sectors ............................... ........... 85
Embedded value ....... ............................ ........ ....... . . ... . ..... 86
Banking activities ................................... ........ ....... . . . ..... 89
Investment performance .............................. ........ ........ 90

Bâloise holding .................................. ........ ....... 93–101
glossary ....... . . ........................ ........ ........ . . ... . . ... . .. .. . .. ... 102
addresses . ........................ ........ ........ ........ ... . . ... . .. . .. ..... 106
inFormation on the Baloise grouP ..................... 107
Key dates and ContaCts ............................... ....... Cover

Key dates and contacts

18.3.2010

Annual results:
media conference
telephone conference
financial analysts

23.4.2010

Bâloise Holding Ltd
Annual General Meeting

26.8.2010

22.3.2011

Half-year results:
telephone conference
media / financial analysts

Annual results:
media conference
telephone conference
financial analysts

29.4.2011

Bâloise Holding Ltd
Annual General Meeting

Corporate governance
Dr Thomas Sieber
Aeschengraben 21
CH-4002 Basel
Telephone + 41 61 285 86 48
E-mail thomas.sieber@baloise.com

investor relations
Marc Kaiser
Aeschengraben 21
CH-4002 Basel
Telephone + 41 61 285 81 81
E-mail investor.relations@baloise.com

media relations
Philipp Senn
Aeschengraben 21
CH-4002 Basel
Telephone + 41 61 285 74 71
E-mail media.relations@baloise.com

www.baloise.com

Bâloise holding ltd
Aeschengraben 21
CH-4002 Basel

www.baloise.com

making you safer.