1 1 0 2 t r o p e R l a u n n A d T l g n i d l o H e s i o l â B Bâloise Holding lTd Aeschengraben 21 CH-4002 Basel www.baloise.com Making you safer. Bâloise Holding Ltd AnnuAL RepoRt 2011 Bâloise Holding Ltd Annual Report 2011 What we stand for: We want people to feel safe. To play our part in this respect, we created the “Safety World.” Everything we do is aimed at safety. As such, we consciously go further than other insurance companies: we combine insurance with smart prevention. In this way, we help to ensure that losses do not occur in the first place. Should something happen nevertheless, then we’re right there. Fast and capable as always. Content Baloise Baloise key figures ������������������������������������������������������������������������������������� 4 At a glance ����������������������������������������������������������������������������������������������������� 5 Letter to shareholders ������������������������������������������������������������������������������ 6 Baloise share ������������������������������������������������������������������������������������������������� 8 Our markets ���������������������������������������������������������������������������������������������� 10 Brand and strategy ���������������������������������������������������������������������������������� 12 Review of Business yeaR Group ������������������������������������������������������������������������������������������������������������ 14 Switzerland ������������������������������������������������������������������������������������������������ 18 Germany ������������������������������������������������������������������������������������������������������ 19 Belgium and Luxembourg ������������������������������������������������������������������ 20 Other units and Group business ������������������������������������������������������ 21 Consolidated income statement ������������������������������������������������������� 22 Consolidated balance sheet ���������������������������������������������������������������� 24 Business volume, premiums and combined ratio �������������������� 25 Technical income statement �������������������������������������������������������������� 27 Gross premiums by sectors ����������������������������������������������������������������� 28 Banking activities ����������������������������������������������������������������������������������� 29 Investment performance ��������������������������������������������������������������������� 30 finanCial RePoRT Consolidated balance sheet ���������������������������������������������������������������� 82 Consolidated income statement ������������������������������������������������������� 84 Consolidated statement of comprehensive income ����������������� 85 Consolidated cash flow statement ��������������������������������������������������� 86 Consolidated statement of changes in equity ���������������������������� 88 Notes to the Consolidated Annual Financial Statements ���� 90 Notes to the consolidated balance sheet ������������������������������������ 154 Notes to the consolidated income statement �������������������������� 196 Other disclosures ��������������������������������������������������������������������������������� 210 Report of the statutory auditor to the General Meeting of Bâloise Holding Ltd, Basel ��������������������� 220 Bâloise holdinG lTd Income statement Bâloise Holding ���������������������������������������������� 224 Balance sheet Bâloise Holding ������������������������������������������������������� 225 Notes Bâloise Holding ����������������������������������������������������������������������� 226 Appropriation of retained earnings as proposed by the Board of Directors ��������������������������������������� 233 Report of the statutory auditor to the General Meeting of Bâloise Holding Ltd, Basel ��������������������� 234 susTainaBle Business ManaGeMenT Human Resources ����������������������������������������������������������������������������������� 34 Ecology ��������������������������������������������������������������������������������������������������������� 38 Risk Management ����������������������������������������������������������������������������������� 40 noTes Glossary ���������������������������������������������������������������������������������������������������� 238 Addresses ������������������������������������������������������������������������������������������������� 242 Information on Baloise Group ������������������������������������������������������� 243 Key dates and contacts ���������������������������������������������������������������������� 244 CoRPoRaTe GoveRnanCe Corporate Governance Report including Compensation Report ����������������������������������������������������� 44 4 Baloise Baloise key figures 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 Recognised assets including investment-type life insurances 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 (MCEV) APE (annual premium equivalent) Value of new business Key share figures Shares issued in units Consolidated profit per share basic 3 in CHF Consolidated profit per share diluted 3 in CHF Equity per share 3 in CHF Closing price in CHF Market capitalisation in CHF million Dividend per share 4 in CHF 2010 2011 Change in % 3,044.9 3,814.9 6,859.8 2,681.6 9,541.4 380.3 182.7 67.9 – 23.7 436.7 3,143.5 3,659.8 6,803.3 1,341.2 8,144.5 127.0 15.9 73.3 – 72.3 61.3 61,260.5 43,445.7 4,133.5 64,507.0 45,561.9 3,893.6 10.4 92.2 95.2 11.8 3.5 1.6 92.4 95.5 10.2 2.7 2,573.5 2,153.0 498.4 58.9 341.7 34.9 50,000,000 50,000,000 9.14 8.89 86.5 91.00 4,550.0 4.50 1.30 1.29 82.3 64.40 3,220.0 4.50 3.2 – 4.1 – 0.8 – 50.0 – 14.6 – 66.6 – 91.3 8.0 205.1 – 86.0 5.3 4.9 – 5.8 – – – – – – 16.3 – 31.4 – 40.7 0.0 – 85.8 – 85.5 – 4.9 – 29.2 – 29.2 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 is based on the consolidated profit and equity before minority interests respectively. 4 2011 based on the proposal to the Annual General Meeting. 5 Of which latency calculation effects from other business segments: 31 December 2010 CHF –10.4 million / 31 December 2011 CHF 10.8 million. Baloise At a glance 5 At a glance who we aRe: Headquartered in Basel, Switzerland, the Baloise Group is a European provider of insurance and pension solutions� In Switzer- land Baloise operates as a focused financial services provider, combining insurance and banking� Its other markets are Germany, Austria, Belgium, Luxembourg, Liechtenstein, Croatia and Serbia� The sales network includes its own sales organi- sation, brokers and other partners� Its innovative pension product business for private customers throughout Europe is driven by the Baloise competence centres in Luxembourg and Liechtenstein� Bâloise Holding Ltd shares are quoted in the main segment of the SIX Swiss Exchange� Baloise Group has approximately 9,100 employees� ouR Key fiGuRes: → Profit of CHF 61�3 million (previous year: CHF 436�7 million), mainly impacted by negative non-current effects due to economic development → Increase in premium volume by 4�1 % in local currencies → Strong nonlife business, despite above-average major claims; net combined ratio of 95�5 % (previous year: 95�2 %) → Embedded value (MCEV) of CHF 2,153�0 million (previous year: CHF 2,573�5 million)� New business margin of 10�2 % (previous year: 11�8 %) → Programme “Baloise 2012”: higher efficiency and lower costs → Good solvency margin of 203 % (previous year: 224 %) → Equity amounting to CHF 3,893�6 million (previous year: CHF 4,133�5 million) → Distinctly improved brand positioning in Belgium through additional purchases → Unchanged high dividend of CHF 4�50 per share (proposal to Annual General Meeting on 27 April 2012) whaT we wanT To aChieve: We will focus on our efficient and profitable core business� As a result, we strive for a combined ratio of well below 100 % in nonlife business� In life insurance, we want to attain a new business margin of at least 10 %� However, in the years to come we anticipate volatile financial markets and an uncertain economic and interest rate development� We are therefore cautious in our forecasts� Yet our focus on the quality of our operational business creates the basis for being able to pay an attractive dividend in the future as well� 6 Baloise Letter to shareholders dr andreas Burckhardt, Chairman of the Board of directors (left) and dr Martin strobel, Group Ceo (right) “Safety and solidity in uncertain times” deaR shaReholdeRs Based on its Swiss origin and tradition, Baloise has stood for safety and solidity for 149 years� We are pleased that we have been able to be a safe harbour and a solid, reliable partner for our customers, employees and shareholders also in the extreme- ly demanding year of 2011� It becomes clear in times of great uncertainty, that efficient, stable insurers like Baloise are indis- pensable for modern economies� In the name of all employees, we would like to thank you for your confidence in us� The 2011 business result cannot be satisfactory� The bad eco- nomic development, very low interest rates, the European debt crisis, the strong Swiss franc, weak stock exchanges, large elemen- tary claims, these have all gravely impaired our consolidated profit� As a responsible company, we informed you of this already in November 2011� Thanks to its robust condition, Baloise has been able to cope with this unusual number of challenges� We can establish that the impacts listed are market-related or one-off bookkeeping burdens� On the other hand, Baloise continues to be convincing with its capital strength and its prof- itable core insurance business� In uncertain times, companies that can produce convincing “good reasons” have a future� What are these good reasons for Baloise? First: Baloise has a clear strategy� We combine our growth targets with an added-value positioning� With the promise “Making you safer” we provide prevention solutions that comple- ment the insurance offerings intelligently� This way, we help Baloise Letter to shareholders 7 ensure that losses do not occur in the first place� More and more customers appreciate this tangible plus in value that they don’t get anywhere else� Second: Baloise has a healthy, profitable insurance business� This is documented by our nonlife division, the backbone of our company� For many years now, Baloise has been among the best regarding the decisive parameter of the combined ratio even in the turbulent year of 2011� We control all business and financial market risks with our proven risk management, one of our core domains� With the programme “Baloise 2012” we optimise business processes meticulously and look for new growth opportunities to make Baloise more profitable� All these skills of our trade will continue to serve us well� changed high dividend of CHF 4�50 at the Annual General Meeting on 27 April 2012� We will focus on our efficient and profitable core business� As a result, we strive for a combined ratio of well below 100 % in nonlife business� In life insurance, we want to attain a new business margin of at least 10 %� However, in the years to come we anticipate volatile financial markets and an uncertain eco- nomic and interest rate development� We are therefore cautious in our forecasts� Yet our focus on the quality of our operational business creates the basis for being able to pay an attractive dividend in the future as well� “We build on our profitable insurance business.” Basel, March 2012 dr andreas Burckhardt dr Martin strobel Chairman of the Board of Directors Group CEO Third: Baloise is financially sound and has a healthy balance sheet� This is of particular importance when providing safety to customers, employees and shareholders� Because as an insur- ance, Baloise must always guarantee all its obligations to one hundred percent� The relevant key figures underpin this strength: The solvency margin was once again good at 203 % and the Baloise Group also meets the strict legal specifications of the “Swiss Solvency Test�” We have been paying an attractive divi- dend for many years now thanks to our capital strength and earning power� We regard this skill as an obligation to offer our owners a reliable return on their capital that they entrust to us� We want to continue this policy also in the years to come� Based on our Swiss tradition, we stand for this value-crea- ting continuity� That means that while we might not be the most exciting company, we are definitely a sound and a safe enterprise� For generations now we have cultivated this basic attitude� And this permits us to look optimistically to the future� Thanks to the good operational earning power, the high operating cash flow and strong capitalisation, we intend to con- tinue our long-standing, attractive payout policy despite the demanding prevailing circumstances� We will propose an un- 8 Baloise Baloise share Attractive dividend for shareholders The Baloise share * ended the year at CHF 64.40 and was thus distinctly below the value at the beginning of the year. An attractive yield of 7.0 % results from the dividend of CHF 4.50 (proposed to the Annual General Meeting). Together with the completion of the share buy-back programme, Baloise thus confirms its shareholder-friendly payout policy. The year 2011 was marked by the European debt crisis� The record lows for interest rates and uncertainty on the money markets put pressure on financial stocks in particular� The Baloise share as well felt the negative effects of the macro-eco- nomic environment and lost significantly in value compared to the beginning of the year� Still in the first half of the year, the Baloise share developed distinctly better than the Swiss Insurance Industry Index� Clos- ing on 30 June 2011 at CHF 86�75, the share lost 4�7 % in value whereby the industry index recorded a minus of 8�6 % and so nearly double the deficit� After the first six months of the year, the Swiss Market Index closed 3�9 % lower in value than at the beginning of the year� In the second half-year, the Baloise share reacted very sen- sitively to the negative development of the economic environment and sustained a loss in value of around 25 %� In comparison, the European Insurance Industry Index lost 18�0 % and the Swiss equivalent 4�7 %� With regard to the whole year and despite the relatively good performance during the first half-year with a year-end price of CHF 64�40, a negative value development of the Baloise share of 29�2 % results� In contrast, the losses of the European Insur- ance Industry Index, with a depreciation of 13�7 %, were much lower� Both the Swiss Insurance Industry Index and the Swiss Market Index were affected to a much lesser extent, with mi- nuses of 12�9 % and 7�8 % respectively� The Baloise share remains included in the Swiss Leader Index (SLI) due to market capitalisation and the trade volume� This contains the 30 most solvent and largest Swiss stocks� dividends Paid ouT To The shaReholdeRs For the 2011 fiscal year, the Bâloise Holding Ltd Board of Direc- tors will propose a cash dividend of CHF 4�50 to the Annual General Meeting on 27 April 2012� Measured against the year- end price, this represents a cash dividend yield of 7�0 %� The share buy-back programme, which started in September 2008, was concluded on 28 April 2011� 1,776,435 shares were bought back at an average price of CHF 79�36 via the normal trading line on the SIX Swiss Exchange� This corresponds to 3�6 % of outstanding shares� year 2008 1 2009 2010 2011 Total Buy-back volume (in units) Buy-back volume (in Chf million) average price (in Chf) 274,217 907,678 416,066 178,474 17.7 71.5 34.7 17.1 1,776,435 141.0 64.42 78.75 83.50 95.71 79.36 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 share buy-back programme can be viewed at: www.baloise.com → Investor Relations → Baloise share → Share buy-back programme *Baloise share = share of Bâloise holding ltd Baloise Baloise share 9 shaReholdeR sTRuCTuRe Bâloise Holding Ltd has a broad shareholder base� The free float of the Baloise share is unchanged at 100 %� During the course of the year, collective investments that are managed by the Credit Suisse Group have repeatedly exceeded or fallen below the reportable 3 % threshold� On 16 September 2011, the propor- tion of outstanding registered shares held by the Credit Suisse Group amounted to 3�05 %� This was the only significant change to the shareholder base in the 2011 fiscal year� Information on the significant shareholders as of 31 December 2011 is detailed in the table on page 231� 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) 1 Price / carrying value ratio (P / B) 1 Number of shares issued in units ./. Number of treasury shares in units Number of shares in circulation in units Average number of shares outstanding 2 Dividends per share 3 in CHF Dividend pay-out ratio 3 Dividend yield 3 31.12.2007 31.12.2008 31.12.2009 31.12.2010 31.12.2011 111.50 135.00 104.90 78.50 119.80 44.80 86.05 102.60 52.60 91.00 97.85 74.15 6,021.0 3,925.0 4,302.5 4,550.0 15.15 15.15 7.36 1.20 7.33 7.32 10.71 1.00 8.64 8.57 9.96 0.95 9.14 8.89 9.96 1.05 64.40 103.30 60.15 3,220.0 1.30 1.29 49.54 0.78 54,000,000 50,000,000 50,000,000 50,000,000 50,000,000 3,997,308 1,566,985 2,282,790 2,800,239 3,247,273 50,002,692 48,433,015 47,717,210 47,199,761 46,752,727 51,887,469 48,852,533 47,905,512 47,394,282 46,900,473 4.50 29.7 4.0 4.50 61.4 5.7 4.50 52.1 5.2 4.50 49.2 4.9 4.50 >100 7.0 1 Calculation is based on the consolidated profit and equity before minority interests respectively. 2 Relevant for the earnings per share calculation (see Financial Report page 207). 3 2011 based on proposal to Annual General Meeting. Baloise shaRe Security symbol Nominal value Security number ISIN Exchange Security type indexed shaRe PRiCe develoPMenT 1 Bâloise holdinG ReGisTeRed shaRe 2006 – 2011 BALN CHF 0.10 150 1.241.051 CH0012410517 SIX Swiss Exchange 100 % registered shares 100 50 0 2006 2007 2008 2009 2010 2011 1 31 December 2005 = 100. Bâloise Holding registered share (BLAN) SWX SP Insurance Price Index (SMINNX) Swiss Market Index (SMI) 10 Baloise Our markets Our markets Baloise focuses on markets, customers, sales channels and products with a high degree of added value. Our target customers are private individuals, small and medium-sized enterprises with a positive risk and earnings profile as well as selected industrial companies. swiTZeRland In its home market Switzerland Baloise operates under the brand names “Basler Versicherungen” and “Baloise Bank SoBa�” Baloise Switzerland is the largest business unit within the Group� As a financial services provider it focuses on comprehensive insurance and pension solutions� Its clients are private indi- viduals, 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 augmented by a network of selected sales partners for specific product and client segments, and by brokers and the Internet� Baloise Bank SoBa specifi- cally 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� Key fiGuRes swiTZeRland Employees Business volume in CHF million Combined ratio (gross) in percent 2010 3,786 2011 3,748 4,108.2 4,100.6 88.0 88.4 GeRMany Baloise operates in Germany with the brands “Basler Versiche- rungen”, “Deutscher Ring Sach” and “Deutscher Ring Leben” all under one management� The Baloise portfolio includes insur- ance and pension solutions in the areas of indemnity, accident and life insurances for private individuals, small and medium- sized enterprises and selected industrial clients� As far as sales are concerned, Baloise concentrates on using its own insurance sales force and brokers� Deutscher Ring Leben and Deutscher Ring Sach specialise in private pension solutions� Sales are gen- erated by its own insurance sales force, via the sales partners OVB and ZEUS as well as through brokers using Moneymaxx brand products� Key fiGuRes GeRMany Employees Business volume in CHF million Combined ratio (gross) in percent 2010 2,858 2011 2,652 1,987.1 1,774.9 97.1 98.2 BelGiuM Baloise is present on the Belgian market with the brand “Mer- cator”� The purchase of Avéro and Nateus has made Mercator one of the leading insurers in Belgium� Mercator sees itself as a partner for professional brokers� The company provides a broad range of life and nonlife insurance products for private indi- viduals as well as small and medium-sized enterprises� Key fiGuRes BelGiuM Employees Business volume in CHF million Combined ratio (gross) in percent 2010 813 798.1 94.0 2011 1,389 1,091.1 95.3 Hamburg 11 Antwerp Brussels Bad Homburg Luxembourg Basel Solothurn Balzers Vienna Zagreb Belgrade LuxEmBouRg “Bâloise Assurances” provides a broad range of insurance, pen- sion and asset formation products to private and corporate customers in the Grand Duchy. Outside of its home market, Bâloise Luxembourg also sells pension and asset formation so- lutions 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 private 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 concentrates on se- lected target customer segments. KEy FIguRES LuxEmBouRg KEy FIguRES CRoATIA And SERBIA Employees Business volume in CHF million Combined ratio (gross) in percent 2010 234 1,269.9 81.4 2011 256 Employees 598.9 Business volume in CHF million 81.1 Combined ratio (gross) in percent 2010 831 78.8 110.2 2011 820 70.4 107.4 AuSTRIA In Austria “Basler Versicherungen” provides insurance and pen- sion solutions to private customers as well as to small and medium-sized enterprises. The company’s own sales force is mainly responsible for marketing of these products. LIEChTEnSTEIn Baloise Life, founded in Balzers in 2007, develops innovative pension solutions and tailor-made life insurance products for private customers across Europe. It markets these via national Baloise companies as well as via third party partners. KEy FIguRES AuSTRIA KEy FIguRES LIEChTEnSTEIn Employees Business volume in CHF million Combined ratio (gross) in percent 2010 237 161.9 97.5 2011 228 Employees 153.7 Business volume in CHF million 95.0 2010 34 1,119.0 2011 44 343.1 12 Baloise Brand and strategy Brand and strategy Our 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 losses do not occur in the first place. BRand deliveRaBles safety Safety is our core achievement� Safety is behind every achievement, every ser- vice and every product� As a force which liberates energy, inspires and fosters� BRand values swiss Baloise is proud of its Swiss origins� Since 1863� This means we combine reliabil- ity, humanism, solidity, tradition, financial strength and indepen- dence� strength Baloise is a strong partner� Strong in terms of growth, returns and results� We can be relied on when it really counts, because our strength means we are a partner peo- ple can depend on� To grow organically To optimise s , c u s t o mers, partners a n BRAND CORE safety world d s h a r e h o l d e r s ire employ e e p s n i o T ACHIEVEMENTS Safety Strength Professionalism VALUES Swiss Innovative Partnership innovative Our innovative drive gives us the necessary competitive edge� This is evident from our systematic, comprehen- sive 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 pro- fessionalism brings inner peace� To develop new growth areas sTRaTeGiC ThRusTs 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� 4 Baloise 14 review of business year 34 Sustainable business management 44 Corporate Governance 82 Financial Report 224 Bâloise Holding Ltd 238 Notes Review of business year group 14 Sound and reliable through the uncertain environment 14 Switzerland 18 Sound operative performance 18 germany 19 Challenging transition phase 19 Belgium and luxemBourg 20 Strengthened market position and good growth 20 other unitS and group BuSineSS 21 financial information 22 Consolidated income statement 22 Consolidated balance sheet 24 Business volume, premiums and combined ratio 25 Technical income statement 27 Gross premiums by sectors 28 Banking activities 29 Investment performance 30 14 Review of business year Group Sound and reliable through the uncertain environment Diverse impacts from the difficult economic and financial market environment impaired the profit of Baloise distinctly to CHF 61.3 million, however, the Group’s operative efficiency and capital strength remain high. They form the basis to look optimistically to the future. oVerView The Baloise Group achieved a profit of CHF 613 million in the 2011 fiscal year (previous year: CHF 4367 million) The reasons for this distinct reduction lie mainly in the numerous, extra- ordinary impacts of the economic and financial market crisis The very low interest rates and the adverse development on the financial markets made impairments on shares and Greek gov- ernment bonds necessary The negative interest rate development dampened the earning power of the life insurances The lower average euro exchange rate diminished the results of the foreign units and investments that are reported in Swiss francs There was also a cyclical depreciation of goodwill in the Croatian business unit In contrast to these market-related and largely one-off bookkeeping burdens, the development of the insurance business was encouraging The combined ratio of the nonlife business achieved a good 955 % net (previous year: 952 %), despite the large burdens caused by storms and major claims as well as the costs of integrating the new companies in Belgium The strategic growth and efficiency programme “Baloise 2012” is on track and contributed CHF 150 million to earning power The programme comprises around 100 measures to increase the Baloise Group’s earning power sustainably by CHF 200 mil- lion until 2012 The financial strength also remains high: Sol- vency was good at 203 % and equity remained stable We have embedded the brand positioning expressed through the promise “Making you safer” further in all Baloise markets We continued to extend our prevention solutions that comple- ment the classic insurances to include motor, household and marine insurances These additional offerings have been very well received by the customers: They bring about a higher prod- uct density at the target customers, an above-average intake of new customers, increased customer loyalty and recommenda- tions Thus these safety offerings contribute considerably to value creation BuSineSS Volume 2011 (groSS) By Strategic BuSineSS unit in percent Switzerland Germany Belgium Luxembourg Other units and Group business 50.3 21.8 13.4 7.4 7.1 The growth must be viewed from different aspects Business volume, which includes investment-type life insurance products, dropped by 146 % to CHF 8,1445 million (previous year: CHF 9,5414 million) In local currencies this equates to a decrease of 99 %, after eliminating the euro exchange rate that is 109 % poorer As was to be expected, the main impact stems from the investment-type life insurances in Luxembourg and Liechten- stein – their volume was halved also because extraordinary effects were absent in 2011, namely those from the Italian tax amnesty and the “EU interest directive” that was – against expectations – not introduced In contrast, the premium deve- lopment of traditional insurances was distinctly more positive: IFRS premium volume amounted to CHF 6,8033 million (pre- vious year: CHF 6,8598 million), a minus of 08 % An attractive growth of 41 % resulted in local currencies, which confirms the sound sales performance The growth impulses stem mainly from the nonlife business, but the acquisitions in Belgium also Review of business year Group 15 contributed The business volume of Baloise remains well spread over the whole Group The scope of consolidation of the Baloise Group was expand- ed importantly by the Belgian Avéro Schadeverzekering Benelux NV and, in the last trimester by the insurance com- panies Nateus SA / NV und Nateus Life SA / NV, which are like- wise Belgian comBined ratio net performance in percent 2011 2010 2009 2008 2007 95.5 95.2 94.4 90.9 95.1 diStriBution income in CHF million Total business volume Life Nonlife Investment-type insurance premiums Income from services rendered 2010 2011 + / – % 9,541.4 3,814.9 3,044.9 2,681.6 8,144.5 3,659.8 3,143.5 1,341.2 – 14.6 – 4.1 3.2 – 50.0 283.4 158.6 – 44.0 nonlife diViSion: good operatiVe performance and growth The nonlife division (indemnity and personal insurance) achieved a very good operative performance Clear evidence of this is the good net combined ratio of 955 %, which is hardly above the previous year’s value of 952 % despite the large burdens of CHF 123 million caused by storms and major claims Environmental damage alone burdened the net value of the combined ratio by 33 percentage points Similarly positive was the development of the expense ratio, which decreased further to 314 % net (pre- vious year: 319 %) thanks to the targeted measures of the pro- gramme “Baloise 2012” to increase efficiency However, profit before taxes and borrowing costs was CHF 1270 million and thus markedly below the previous year’s value of CHF 3803 million High impairments on investments, especially on shares and Greek government bonds, were the main causes for the decrease In addition, there were the substantial burdens due to storm damage and major claims The previous year’s profit also benefited from disposals of investments IFRS premium volume amounted to CHF 3,1435 million (previous year: CHF 3,0449 million), which equates to an increase of 32 % in Swiss francs and 106 % in local currencies The main motors of this encouraging growth are, above all, the additional purchases in Belgium, but also successful sales in all local markets life inSurance diViSion: BurdenS cauSed By capital marKet The result of the life insurance division was especially charac- terised by the drop in interest rates – above all in the Swiss life business – and the negative developments on the capital markets Significant impairments on Greek government bonds were nec- essary in the life insurance division Profit before borrowing costs and taxes dropped distinctly to CHF 159 million (previ- ous year: CHF 1827 million) Business volume, which includes investment-type life insurance products, amounted to CHF 5,0010 million (previous year: CHF 6,4965 million) This equates to a minus of 230 % in Swiss francs and 195 % in local curren- cies It must be considered here that the volume of investment- type life insurances compared to the previous year is practi- cally halved because after the strong growth drives of previous years of Bâloise in Luxembourg and Baloise Life (Liechtenstein) the sales rates have now returned to a normal level This decrease could not be compensated despite strong increases in Switzer- land and Belgium Premium income of classic life insurances amounted to CHF 3,6599 million (previous year: CHF 3,8149 16 Review of business year Group million) The minus of 41 % in Swiss francs and 11 % in local currencies results from the weak demand for classic life insur- ances due to low interest rates Growth stemmed mainly from Belgium from the purchase of Nateus Life The embedded value of the life business amounted to CHF 2,1530 million (previous year: CHF 2,5735 million) This equates to a return on embedded value of – 178 % A reduction of CHF 8101 million stems from the change in the economic environ- ment The operating income contributed CHF 3728 million to the embedded value The value of new business amounts to CHF 349 million The new business margin is 102 % (previous year: 118 %) BanKing diViSion: high profitaBilit y The banking division achieved an excellent result with a profit before borrowing costs and taxes of CHF 733 million (previous year: CHF 679 million), despite the economic and financial crisis This equates to a growth of 80 % The fiscal year was especially pleasing for the Baloise Bank SoBa and Baloise Asset Management that belong to the banking division The bank’s interest-related business remained stable while the profit from financial services and the commission business increased eQuit y: Solid foundationS Consolidated equity (after minorities) of the Baloise Group de- creased by 58 % compared to the previous year As of 31 De- cember 2011, this amounted to CHF 3,8936 million (31 Decem- ber 2010: CHF 4,1335 million) The decrease was mainly caused by the dividend for the 2010 fiscal year This was only partially compensated by the lower profit in 2011 The return on equity dropped to 16 % as of year-end (previous year: 104 %) due to the lower result and the still strong equity base Group sol- vency continues to be a very good 203 % compared to 224 % in the previous year inVeStmentS: StaBle current income deSpite extraordinary BurdenS After the positive start to the year, the European debt crisis dominated the financial markets The associated price fluctua- tions were reflected in the clearly lower investment result Whilst recurring income remained stable at CHF 1,7665 million, depreciation had to be performed on equity and also on debt instruments This meant that net income dropped by 297 % to CHF 1,3591 million (previous year: CHF 1,9344 million) This equates to a net return of 25 % Life insurances, on the other hand, own inVeStmentS By categorieS 1 inVeStment componentS 2011 2010 2011 + / – % in CHF million Investment properties Shares Alternative financial investments 5,046.6 2,216.1 1,300.4 5,138.0 2,190.4 1,290.2 Fixed-income securities 24,962.2 27,981.6 Mortgage assets 10,653.7 10,949.8 Policy and other loans 7,039.8 7,092.9 1.8 – 1.2 – 0.8 12.1 2.8 0.8 Derivatives 357.8 281.8 – 21.2 Cash and cash equivalents 1,862.2 1,835.5 total 53,438.8 56,760.2 – 1.4 6.2 1 Excluding assets for the account and at the risk of life insurance policyholders. in percent Fixed-income securities Mortgage assets Policy and other loans Investment properties Shares Cash and cash equivalents Alternative financial investments Derivatives 49.3 19.3 12.5 9.0 3.9 3.2 2.3 0.5 Review of business year Group 17 Baloise assets as of 31.12.2010 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 31.12.2011 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 8,467.9 38,007.8 6,779.7 53,438.8 7,821.7 7,821.7 8,467.9 45,829.5 6,779.7 61,260.5 4,993.9 66,254.4 Nonlife life Banking total Group 8,918.4 41,113.4 7,096.8 56,760.2 7,746.8 7,746.8 8,918.4 48,860.2 7,096.8 64,507.0 4,848.3 69,355.3 1 Including CHF 83.0 million (previous year: CHF 90.5 million) other assets (precious metal stocks from investment-type life insurance policies). generated a higher return than the nonlife division. IFRS performance * was 2.7 % and below the previous year’s value of 3.5 %. In order to ensure the very good debtor quality, Baloise re- mains true to its strict guidelines regarding bond investments also when interest rates are low. Even so impairments of CHF 78.3 million had to be performed after deducting the legal quota, policyholders’ dividends and taxes. These are almost completely due to the investments in Greek government bonds. The share of government bonds of the GIIPS countries (Greece, Ireland, Italy, Portugal and Spain) amounted to merely 1.7 % of investments at the end of 2011. Baloise sold all the remaining Greek government bonds at the end of February 2012 since swap offerings are unattractive and high residual risks would persist. Due to the poor obligator creditworthiness, all Portuguese gov- ernment bonds were also sold. A marginal loss resulted from this sale. On average, the euro bonds of Swiss companies were currency-hedged to 85 %, whereby this quota fluctuated between 80 % and nearly 100 % over the course of the year. Share exposure was continually adjusted using derivatives according to our internal risk guidelines, resulting in a net loss of CHF 47.9 million. Hedge funds recorded a slightly negative performance, in contrast the development of private equities was very encouraging. The impairments on financial assets of an equity nature amounted to CHF 119.0 million net. A unique feature of the properties held directly was their strong value and income stability. No net impairment was necessary on mortgage bonds. * Including changes in net value of investments not recognised in profit or loss but excluding changes in held to maturity financial instruments. 18 Review of business year Switzerland Switzerland Sound operative performance The Switzerland segment confirmed its good operative profitability in the insurance and also in the banking division and achieved convincing growth in the nonlife business. Key figureS Switzerland in CHF million Business volume Of which: life Of which: nonlife Combined ratio (gross) in percent Profit before borrowing costs and taxes 2010 2011 + / – % 4,108.2 2,822.9 1,285.3 88.0 4,100.6 2,796.8 1,303.8 88.4 – 0.2 – 0.9 1.4 – 273.7 107.8 – 60.6 BaloiSe inSurance: high operational earning power The profitable core business, especially the nonlife insurances, as well as the lower expenses were the main earning pillars during the fiscal year Still, the profit before borrowing costs and taxes dropped distinctly to CHF 1078 million (previous year: CHF 2737 million) This decrease was mainly caused by impairments on investments, high elementary and major claims as well as negative interest effects in the life business Business volume (including investment-type life insurances) was CHF 4,1006 million, a mere 02 % below the previous year’s value of CHF 4,1082 million This is a convincing achievement in the face of the weak demand for classic life insurances in the 3rd pillar The pillars of growth were the nonlife business as well as the life insurances with capital guarantees and the annual pre- miums of the occupational pension schemes (group life) The operative performance of the nonlife division was hardly affected by the difficult prevailing circumstances and delivered convincing results Premium volume was CHF 1,3038 million (previous year: CHF 1,2853 million) Innovative safety com- ponents stimulated demand and encouraged the growth of 14 % Accident and health insurances increased Despite elemen- tary and major claims, the gross combined ratio was an excel- lent 884 % The expense ratio dropped by 07 % as a result of numerous cost-cutting measures Business volume amounted to CHF 2,7968 million (previous year: CHF 2,8229 million) in the life insurances division, which equates to a decrease of 09 % The development is multi-faceted: whilst the classic life insurances were no longer offered or hardly in demand due to the low interest rates, innovative prod- ucts like Baloise Safe Invest or Renta Safe Time achieved good results We were able to increase the annual premiums further in the Group life business despite the selective underwriting policy BaloiSe BanK SoBa: more profit thanKS to growth and coSt reductionS The Baloise Bank SoBa again had a successful year in 2011 Net income increased by 23 % to CHF 217 million (all figures pur- suant to local financial accounting) Client assets and mortgage receivables continued to increase The cooperation between the bank and the Basler Switzerland continued to pay off: The volume generated by the insurance sales force increased by 117 % to CHF 2,1136 million The income from the interest- related business increased by 10 % to CHF 838 million despite declining margins The commission and service business re- mained constant The cost-income ratio improved to 640 % (previous year: 668 %) The total assets amounted to CHF 668 thousand million as of 31 December 2011, an increase of 48 % Review of business year Germany 19 Germany Challenging transition phase The merging of Basler Germany and the Deutscher Ring Leben und Sach is proceeding as planned. However, the result of the German business unit is not as expected. The business volume amounted to CHF 1,7749 million (pre- vious year: CHF 1,9871 million), a minus of 107 % This results in a slight plus of 02 % after adjustments for effects from exchange rates The property insurance division achieved a premium volume of CHF 8467 million (previous year: CHF 9389 mil- lion) This equates to a pleasing increase in local currencies of 12 % Positive is that the premium erosion due to the separating process of Deutscher Ring Sach could be more than com pensated by the good growth achieved by Basler Germany The business volume of the life insurance division developed slightly weaker due to the difficult circumstances It achieved CHF 9282 mil- lion (previous year: CHF 1,0482 million), a slight decrease in local currencies of 06 % In this division, high single premiums compensated losses in current premiums, contrary to the market trend The separation of the Deutscher Ring companies and the merging of Deutscher Ring Leben und Sach with Basler Germany are proceeding according to plan The formation of a single German business unit with the brand name “Basler Versicherun- gen” will be largely completed in 2013 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 2010 2011 + / – % 1,987.1 1,048.2 938.9 97.1 1,774.9 928.2 846.7 98.2 – 10.7 – 11.4 – 9.8 – 118.7 – 1.9 n / a The difficult market environment and major claims impaired the operational earning power Baloise’s German business gen- erated a loss before borrowing costs and taxes of CHF 19 mil- lion in the 2011 fiscal year (previous year: profit of CHF 1187 million) The annual result of 2010 profited from various posi- tive non-recurrent effects as a result of separating Deutscher Ring Leben und Sach on the one hand, and Deutscher Ring Kranken on the other Furthermore, the sales company OVB, whose holding was deconsolidated in 2010 no longer contributes to the result The 2011 business result of the German unit was characterised by the weak capital market development and lower interest rates on the one hand And on the other and above all in the fourth quarter, considerable major and elementary claims, reserves for claims incurred prior to the reporting period as well as an above-average number of medium-sized claims put a strain on the result The combined ratio of the property insurance business deteriorated to gross 982 % (pre- vious year: 971 %) While the loss ratio increased by 15 percent- age points, the expense ratio improved by 05 percentage points The costs from separating the companies of the Deutscher Ring dampened the result 20 Review of business year Belgium and Luxembourg Belgium and Luxembourg Strengthened market position and good growth The business units Mercator in Belgium and Bâloise in Luxembourg continued their dynamic growth. Mercator is now one of the largest insurers in Belgium. Belgium: luxemBourg: Strong marKet poSition after additional purchaSeS good growth in local core BuSineSS Key figureS Belgium Key figureS luxemBourg 2010 2011 + / – % 2010 2011 + / – % in CHF million Business volume Of which: life Of which: nonlife Combined ratio (gross) in percent Profit before borrowing costs and taxes 798.1 239.8 558.3 94.0 1,091.1 336.2 754.9 95.3 36.7 40.2 35.2 – 142.9 21.9 – 84.7 in CHF million Business volume Of which: life Of which: nonlife Combined ratio (gross) in percent Profit before borrowing costs and taxes 1,269.9 1,188.2 81.7 81.4 14.3 598.9 525.7 73.2 81.1 – 52.8 – 55.8 – 10.4 – 10.0 – 30.1 Mercator now is one of the leading insurers in the nonlife busi- ness in Belgium after the purchase of the Avéro Schadeverzeker- ing Benelux NV at the beginning of 2011 and the Nateus com- panies in the second half-year The integration of Avéro is already almost completed, whilst Nateus is to be integrated at the begin- ning of 2013 The Belgian business unit achieved a profit before borrowing costs and taxes of CHF 219 million (previous year: CHF 1429 million) Impairments on investments and the costs of integrating Avéro dampened the result Furthermore, the profit of the previous year contains larger revenues from the sale of securities Through the purchase of the new units, the business volume grew by 367 % to CHF 1,0911 million (previ- ous year: CHF 7981 million) The increase in local currency amounted to 534 % Even without the new companies, Merca- tor increased its business above the market average in the non- life business and also in life insurances Due to the consolidation of Avéro and Nateus (last trimester) and also because of the lower settlement profits in comparison to the previous year, the gross combined ratio increased by 13 percentage points to 953 % (previous year: 940 %) Measured against the economic circumstances, Bâloise Lux- embourg achieved a very good result with a profit before bor- rowing costs and taxes of CHF 100 million (previous year: CHF 143 million) The business unit enjoyed a favourable claims development throughout the fiscal year The gross combined ratio improved slightly to 811 % (previous year: 814 %) The weaker claims ratio could be overcompensated by cost reduc- tions The cross-border business with investment-type life in- surances is starting to return to normal This means that the business volume that is characterised to a large extent by these products was halved after very strong growth spurts in the pre- vious years, to CHF 5989 million (previous year: CHF 1,2699 million) Bâloise Luxembourg was able to gain further ground in the local core business Premium volume was CHF 1226 million (previous year: CHF 1331 million) This equates to an increase in local currency of 34 % Likewise currency adjusted, the premiums in the nonlife sector grew by 06 % and for life insurances by 78 % Review of business year Other units and Group business 21 Other units and Group business Basler Austria continues to grow strongly. An impairment to goodwill dampens the result in Croatia. 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 2010 2011 + / – % 1,359.7 1,197.4 162.3 97.5 567.2 414.1 153.1 95.0 110.2 107.4 – 58.3 – 65.4 – 5.7 – – – 16.9 – 89.0 426.6 auStria: Strong growth Basler Austria continued to grow strongly as in previous years and proceeded to invest in the expansion of the insurance sales force by taking over local agencies Business volume was CHF 1537 million (previous year: CHF 1619 million) This equates to an increase of 65 % in local currencies The growth rates in the following business divisions were also convincing: The non- life business achieved a plus in local currencies of 77 %, whilst the life insurances, likewise in local currency, increased by 30 % Here investment-type insurances were the driving force Impairments on investments resulted in a loss before borrowing costs and taxes of CHF 10 million (previous year: CHF 24 million) The gross combined ratio improved to 950 % (previous year: 975 %) croatia and SerBia: goodwill impairment in croatia The reappraisal of the business perspectives of the Croatian business unit that became necessary in connection with the weak economic development in Croatia resulted in a goodwill impairment of the Osiguranje Zagreb that was taken over in 2007 This is the main reason for the loss before borrowing costs and taxes of CHF 724 million The Croatian unit continues to make operational progress Restructuring and optimisation measures together with the favourable claims history improved the gross combined ratio to 1074 % (previous year: 1102 %) Business volume in Croatia and Serbia amounted to CHF 704 million; the increase in local currency was 25 % BaloiSe life, liechtenStein: new orientation The business volume of Baloise Life in Liechtenstein, which specialises in innovative life insurance products, amounted to CHF 3431 million (previous year: CHF 1,1190 million) This business segment, investment-type life insurances, has returned to normal after the strong growth spurts of previous years, es- pecially in Italy This led to a strong reduction in business vol- ume At the end of 2011, the unit was newly positioned and downsized accordingly, as part of the strategic orientation of the Group’s life business It now cooperates with Bâloise Lux- embourg that will in future be responsible for coordinating operations in the EU zone group BuSineSS The “Group business” segment contains the units for Group internal reinsurance and financing, the holding companies as well as Corporate IT Profit before borrowing costs and taxes amounted to CHF 951 million (previous year: CHF 745 mil- lion) The increase can be attributed to the positive result development of the reinsurance unit and the Run Off business in particular 22 Review of business year Consolidated income statement fiVe-year oVerView in CHF million income 2007 2008 2009 2010 2011 Premiums earned and policy fees (gross) 1 Reinsurance premiums ceded Premiums earned and policy fees (net) 6,880.2 – 207.9 6,672.3 6,945.2 – 194.6 6,750.6 6,841.5 – 190.3 6,651.2 6,854.3 – 168.2 6,686.1 Investment income 2,049.8 2,053.1 1,921.2 1,811.2 Realised gains and losses on investments 2 Income from services rendered Results from investments in associates Other operating income 597.5 529.0 10.2 142.1 – 1,680.1 558.2 8.5 208.9 435.6 427.3 1.4 108.1 501.6 283.4 – 0.5 202.7 6,806.9 – 176.3 6,630.6 1,766.5 – 943.4 158.6 10.2 140.1 income expenses 10,000.9 7,899.2 9,544.8 9,484.5 7,762.6 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 – 5,597.9 – 5,676.7 – 5,383.4 – 5,212.9 – 5,311.5 – 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 – 1,393.2 58.1 – 499.1 – 925.1 – 78.8 – 69.4 – 407.9 – 708.8 47.5 – 491.5 – 856.0 – 64.8 – 61.2 – 219.8 – 625.4 – 639.9 53.3 – 576.8 – 847.0 – 61.3 – 51.6 324.0 – 507.9 – 8,958.0 – 7,319.3 – 8,982.7 – 8,877.3 – 7,618.7 profit before borrowing costs and taxes 1,042.9 579.9 562.1 607.2 143.9 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 – 28.4 1,014.5 – 194.4 820.1 786.1 34.0 15.15 15.15 – 31.2 548.7 – 162.0 386.7 – 45.1 517.0 – 96.0 421.0 – 52.8 554.4 – 117.7 436.7 358.3 28.4 414.1 6.9 433.4 3.3 7.33 7.32 8.64 8.57 9.14 8.89 – 55.0 88.9 – 27.6 61.3 60.8 0.5 1.30 1.29 Consolidated income statement Review of business year Consolidated income statement 23 additional information in CHF million Gross premiums written and policy fees Investment-type premiums total business volume 2007 2008 2009 2010 2011 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 6,859.8 2,681.6 9,541.4 6,803.3 1,341.2 8,144.5 Assets for the account and at the risk of life insurance policyholders 4,366.9 3,340.1 6,818.1 7,821.7 7,746.8 Combined ratio (gross) Funding ratio nonlife in percent 93.0 195.6 88.1 183.0 91.2 187.7 92.2 180.5 92.4 195.9 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). 24 Review of business year Consolidated balance sheet Consolidated balance sheet 2007 2008 2009 2010 2011 676.5 1,624.8 191.7 5,269.9 12,144.0 621.2 1,587.2 129.4 5,055.5 7,551.8 611.2 1,562.4 143.1 5,071.7 9,486.1 535.7 1,342.6 211.3 5,046.6 9,844.2 24,433.3 23,115.6 26,502.7 25,840.5 18,611.8 18,992.5 18,643.5 17,693.5 54.2 2,721.0 53.9 311.3 2,536.2 36.9 123.7 2,593.0 26.4 536.3 2,111.6 20.2 1,648.7 1,305.5 2,528.7 2,208.9 559.9 1,300.2 173.5 5,138.0 9,703.9 28,917.5 18,042.7 334.1 2,586.4 22.2 2,287.8 67,429.8 61,243.1 67,292.5 65,391.4 69,066.2 2007 2008 2009 2010 2011 4,733.4 241.9 4,975.3 3,691.0 204.6 3,895.6 4,315.0 195.0 4,510.0 4,100.0 3,860.3 33.5 33.3 4,133.5 3,893.6 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) Derivative financial instruments Other accounts payable Deferred tax liabilities total liabilities Liabilities from banking business and financial contracts 8,300.6 8,127.2 11,396.4 12,863.3 47,826.4 44,068.6 45,344.2 43,445.7 34.9 5,607.1 685.5 30.1 4,521.4 600.2 49.5 5,299.6 692.8 29.9 4,277.3 641.7 62,454.5 57,347.5 62,782.5 61,257.9 65,172.6 45,561.9 13,998.1 175.3 4,782.9 654.4 total equity and liabilities 67,429.8 61,243.1 67,292.5 65,391.4 69,066.2 Review of business year Business volume, premiums and combined ratio 25 Business volume, premiums and combined ratio BusiNess volume 2010 in CHF million Nonlife Life subtotal of ifRs gross premiums written 1 Investment-type premiums total business volume BusiNess volume 2011 in CHF million Nonlife Life subtotal of ifRs gross premiums written 1 Investment-type premiums total business volume Group switzerland Germany Belgium luxembourg 3,044.9 3,814.9 6,859.8 2,681.6 9,541.4 1,285.3 2,791.6 4,076.9 31.3 4,108.2 938.9 792.7 1,731.6 255.5 1,987.1 558.3 110.4 668.7 129.4 798.1 81.7 51.4 133.1 1,136.8 1,269.9 Group switzerland Germany Belgium luxembourg 3,143.5 3,659.8 6,803.3 1,341.2 8,144.5 1,303.8 2,724.1 4,027.9 72.7 4,100.6 846.7 700.0 1,546.7 228.2 1,774.9 754.9 124.0 878.9 212.2 1,091.1 73.2 49.4 122.6 476.3 598.9 other units 2 162.3 68.8 231.1 1,128.6 1,359.7 other units 2 153.1 62.3 215.4 351.8 567.2 1 Premiums written and policy fees (gross). 2 Other units: Austria, Croatia, Serbia and Baloise Life Liechtenstein. 26 Review of business year Business volume, premiums and combined ratio comBined ratio groSS 2010 as a percentage of premiums earned Loss ratio Expense ratio Profit-sharing ratio combined ratio comBined ratio groSS 2011 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 group Switzerland germany Belgium luxembourg 60.9 30.7 0.6 92.2 62.0 25.1 0.9 88.0 62.0 34.8 0.3 97.1 59.8 33.7 0.5 94.0 43.9 37.5 0.0 81.4 group Switzerland germany Belgium luxembourg 61.6 30.2 0.6 92.4 63.1 24.4 0.9 88.4 63.5 34.3 0.4 98.2 2010 60.9 30.7 0.6 92.2 60.8 34.3 0.2 95.3 gross 2011 61.6 30.2 0.6 92.4 47.6 33.5 0.0 81.1 2010 62.7 31.9 0.6 95.2 other units 1 61.3 39.5 0.0 100.8 other units 1 59.8 38.2 0.0 98.0 net 2011 63.5 31.4 0.6 95.5 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. 2010 2011 5,219.9 2,892.1 180.5 5,853.5 2,987.9 195.9 Review of business year Technical income statement 27 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 claims 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 2010 nonlife 2011 2010 life 3 2011 3,044.9 3,143.5 3,814.9 3,659.8 – 5.5 3.6 0.0 0.0 3,039.4 3,147.1 3,814.9 3,659.8 – 1,818.4 – 1,850.3 – 3,394.5 – 3,461.2 – 56.2 – 17.5 – 949.0 198.3 – 110.4 – 17.4 – 976.9 – 966.9 – 352.8 – 471.8 192.1 – 1,371.1 – 269.4 – 243.0 – 528.0 – 841.8 – 151.3 – 158.8 – 16.9 – 17.5 64.4 – 23.1 0.2 12.8 53.0 – 11.0 0.3 12.5 5.3 – 0.3 1.2 2.2 – 8.5 5.0 4.5 1.8 3.0 – 3.2 total technical result of ceded business – 97.0 – 104.0 for own account Premiums earned and policy fees Claims and benefits paid Change in claims 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) 2,888.1 2,988.3 3,798.0 3,642.3 – 1,754.0 – 1,797.3 – 3,389.2 – 3,456.2 – 79.3 – 17.3 – 936.2 101.3 288.8 8.4 – 19.9 1.7 279.0 380.3 – – 65.3 315.0 – 121.4 – 17.1 – 964.4 88.1 291.9 – 191.4 – 19.9 – 41.7 38.9 127.0 – – 13.9 113.1 – 967.2 – 351.6 – 469.6 – 1,379.6 1,345.2 499.0 – 75.5 – 206.4 1,562.3 182.7 – – 32.5 150.2 – 264.9 – 241.2 – 525.0 – 845.0 1,323.9 – 720.4 – 75.8 333.2 860.9 15.9 – – 8.4 7.5 1 Including change in provisions for claims handling expenses. 2 Including financial liabilities held for trading purposes (derivative financial instruments). 3 Of which latency calculation effects from other business segments: 31 December 2010 CHF –10.4 million / 31 December 2011 CHF 10.8 million. 28 Review of business year Gross premiums by sectors Gross premiums by sectors groSS premiumS By Sector nonlife 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 Business volume non-recurrent deposits Business volume periodic deposits Investment-type premiums gross premiums written, life 2010 2011 + / – % 461.6 114.7 341.3 956.5 934.0 125.6 53.7 57.5 450.8 119.3 339.2 999.9 974.0 160.5 57.6 42.2 3,044.9 3,143.5 – 2.3 4.0 – 0.6 4.5 4.3 27.8 7.3 – 26.6 3.2 2010 2011 + / – % 3,913.3 2,583.2 2,453.1 2,547.9 – 2,681.6 – 1,341.2 3,814.9 3,659.8 – 37.3 – 1.4 – 50.0 – 4.1 Viewed against the comparative period, premium income in the 2011 fiscal year was adversely affected by the exchange rate developments between the Swiss franc and the euro 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 Shares Alternative financial assets Fixed-income securities Mortgage assets Policy and other loans Derivative financial instruments Cash and cash equivalents total Review of business year Banking activities 29 2010 2011 182.2 – 83.0 99.2 59.2 – 0.1 1.7 174.3 – 75.3 99.0 63.0 – 9.5 – 0.1 160.0 152.4 – 53.7 – 29.9 – 83.6 76.4 1.1 – 9.6 67.9 – 12.8 55.1 – 59.3 – 18.7 – 78.0 74.4 8.6 – 9.7 73.3 – 13.8 59.5 2010 2011 4,993.9 3,429.4 4,848.3 3,495.3 2010 2011 – 6.2 – 323.2 5,977.7 306.3 22.1 144.2 – 6.1 – 369.9 6,203.0 274.2 24.8 218.8 6,779.7 7,096.8 30 Review of business year Investment performance Investment performance iNvestmeNt peRfoRmaNce 2010 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 883.3 – 380.2 shares 70.1 31.8 investment properties mortgage assets, policy and other loans alternative financial assets, derivatives, cash and cash equivalents total 242.5 – 1.3 608.1 11.1 7.2 526.0 1,811.2 187.4 – 64.8 – 69.0 – – 114.7 – 19.1 – 25.8 412.5 – 8.9 24.0 – 8.0 233.2 – 11.9 607.3 – 9.6 638.3 – 64.2 1,915.3 average investment portfolio 25,367.5 2,153.3 5,059.1 18,168.5 3,763.8 54,512.2 performance in percent 1.6 1.1 4.6 3.3 17.0 3.5 iNvestmeNt peRfoRmaNce 2011 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 fixed-income securities shares investment properties mortgage assets, policy and other loans alternative financial assets, derivatives, cash and cash equivalents total 868.1 76.3 – 183.3 – 199.2 244.8 3.4 566.2 – 3.7 11.1 36.5 1,766.5 – 346.3 207.9 – 51.0 – – – 45.1 111.8 – 25.9 866.8 26,471.9 3.3 – 5.9 – 179.8 2,203.2 – 8.2 – 7.5 240.7 – 12.2 550.3 – 9.6 – 7.1 – 61.1 1,470.9 5,092.3 17,868.1 3,464.0 55,099.5 4.7 3.1 – 0.2 2.7 1 Excluding assets for the account and at the risk of life insurance policyholders. Review of business year Investment performance 31 nonlife life 39.8 21.7 0.7 177.5 13.0 35.1 – 1.0 195.5 48.1 1.5 694.8 138.6 263.9 – 2.8 2010 total 235.3 69.8 2.2 872.3 151.6 299.0 – 3.8 nonlife life 37.5 25.8 1.5 163.5 12.6 49.7 – 1.3 199.2 50.2 3.9 695.0 125.6 246.4 – 3.6 2011 total 236.7 76.0 5.4 858.5 138.2 296.1 – 4.9 288.8 1,345.2 1,634.0 291.9 1,323.9 1,615.8 nonlife life – 12.9 15.1 12.0 10.6 16.8 46.7 2010 total – 2.3 31.9 58.7 – 41.4 – 338.8 – 380.2 – 0.1 5.6 30.1 – 8.4 0.5 6.7 442.3 – 0.4 12.3 472.4 – nonlife life 2011 total 4.5 – 199.5 75.3 21.0 – 93.5 47.8 – 126.6 – 183.3 – 1.8 – 0.3 30.1 – – 2.5 0.7 – 9.9 – – 16.5 – 106.0 27.5 – 56.7 – 0.7 1.0 – 40.0 – 184.8 193.2 – 191.4 – 123.3 – 314.7 nonlife life 2010 total nonlife life 800.8 785.3 286.9 4,143.1 1,420.2 1,013.4 4,943.9 2,205.5 1,300.3 797.5 839.5 275.0 4,174.0 1,342.5 1,015.2 2011 total 4,971.5 2,182.0 1,290.2 4,635.8 19,986.1 24,621.9 4,993.8 22,615.0 27,608.8 441.4 939.7 20.5 557.5 4,234.5 6,013.7 312.3 884.5 4,675.9 6,953.4 332.8 1,442.0 439.3 1,086.6 5.0 4,307.5 6,354.5 251.9 4,746.8 7,441.1 256.9 481.7 1,052.8 1,534.5 current income, inSurance 1 in CHF million Investment properties Shares Alternative financial assets Fixed-income securities Mortgage assets Policy and other loans Derivative financial instruments Cash and cash equivalents total current income realiSed gainS and loSSeS, inSurance 1 in CHF million Investment properties Shares Alternative financial assets Fixed-income securities Mortgage assets Policy and other loans Derivative financial instruments Cash and cash equivalents total capital gains and losses aSSet allocation, inSurance 1 in CHF million Investment properties Shares Alternative financial assets Fixed-income securities Mortgage assets Policy and other loans Derivative financial instruments Cash and cash equivalents total 8,467.9 38,007.8 46,475.7 8,918.4 41,113.4 50,031.8 1 Excluding assets for the account and at the risk of life insurance policyholders. 4 Baloise 14 Review of business year 34 sustainable business management 44 Corporate Governance 82 Financial Report 224 Bâloise Holding Ltd 238 Notes Sustainablebusiness management Human ResouRces ������������������������������������������������������������������������������� 34 Wepromoteaculture ofefficiencyandtrustwithinBaloise�������������������������������������������� 34 ecology ������������������������������������������������������������������������������������������������������ 38 Long-termprotectionoftheenvironment���������������������������������� 38 Risk management �������������������������������������������������������������������������������� 40 Ourriskmanagementisanimportant cornerstoneofourbusinessmodel������������������������������������������������� 40 34 Sustainable business management Human Resources We promote a culture of efficiency and trust within Baloise Performance, innovation and partnership are at the heart of our corporate culture. The skills and motivation of our employees are the foundation of our successes – today and tomorrow. key FiguRes → On 31 December 2011, the Baloise Group had 9,141 employees (2010: 8,797) (FTE 2011: 8,114). → 45.8 % (2010: 45.1 %) of all employees are women. → Baloise employs 241 (2010: 244) apprentices, trainees and interns throughout the Group. → 38.6 % (2010: 34.1 %) of those who left the company did so of their own accord. → In our main market Switzerland 60.2 % (2010: 58.8 %) of the employees participated in our Employee Share Ownership Programmes. → Baloise invested 2011 CHF 12.1 million (2010: CHF 12.5 million) in employee training in 2011. → Employees remain at Baloise for an average of 13 years. → As of 31 December 2011, staff turnover was 9.1 % (2010: 10.4 %). emPloyee skills aRe ouR Distinction “Makingyousafer”isourpromisetoourcustomers,sharehold- ersandemployees�Thismeansthatweactivelycontributeto preventingdamage�Ouremployeesrequirerelevantskillsso thatwecanachievethis�Baloisestrengthensitselfbyencourag- ingtheseskillsandfocusingonourcorporatevalues�Weare guidedourbrandvalues“partnership”,“innovative”and“Swiss” inthisregard�Thesearecornerstonesofourbrandpositioning andweputthesevaluesintopracticewiththreecommonprin- ciplesofconduct:“Developandengage–yourselfandothers!”, “Actauthenticallyandearntrust!”and“Putyourselfinthe other’sshoes!”� Takentogether,thesebrandvaluesandprinciplesofconduct reinforceBaloise’sprofileasanattractiveandforward-looking employer�Theyhelpustorecruitandretainexcellentemployees andsocontributetoourenduringcorporatesuccess�Wemake long-terminvestmentsintheskillsandthedevelopmentofour employees;wegaincompetitiveadvantageswithachievement- driven,dedicatedandwell-trainedemployees�Ourhumanre- sourcesstrategylaysthefoundationsforsuccessfullyimplement- ingtheseprinciples� Theelementsofourhumanresourcesstrategyare: → tobethepreferredemployerinoursector → tobeperformanceandresult-driven → tobeahighlyqualified,learningorganisation → tohaveexcellentleadershipandmanagementskills → tobehighlyadaptableandflexible → tohaveanemployee-focusedcorporateculture PReFeRReD emPloyeR Thankstotargetedtalentacquisitionmeasures,wecouldrecruit alotofqualifiedcandidatesin2011,despitetheshortageof skilledworkersandtheuncertaintiesontheemploymentmar- ket�Wealreadyrecognisedthegrowingimportanceofsocial mediaforemployercommunicationandcontactingcandidates in2010�Theresultingconceptwasrealisedin2011;theBaloise GroupusessocialnetworkssuchasXing,FacebookandTwitter effectivelysincethe2ndquarter2011inordertopositionitself asanattractiveemployer�Hereauthenticcommunicationis crucial�Inordertoachievethis,videotestimonialswerepro- ducedfeaturingemployeesfromdifferentfunctionsandhier- archy levels in which they introduce their department and describethemeritsofBaloise�Thesevideosarebroadcaston YouTubeandontheBaloisecareerwebsite�Selectedjoboffers canalsobecomplementedwithsuitablevideos�Thiswaywe Sustainable business management Human Resources 35 providetheapplicantswitharealisticpictureofthecompany� Wehavedirectcontactwiththecandidatesandcanencourage thosetojointhecompanythatarenotonlyconvincingfrom theprofessionalaspectbutalsofitwellintoourcorporatecul- ture� remunerationandtheperformancepool�Thecompensation considerstheemployee’sindividualperformanceandremuner- atestherespectivetargetachievement�Theperformancepool considerstheperformanceoftheBaloiseGroupwherebythe employee’ssuperiordecidesontheindividualallocation� We aRe a HigHly QualiFieD, leaRning oRganisation Inanew,integratedconcept,weintroducedperformanceman- agement,developmentplanning,successionplanningandtalent identificationGroup-widein2011�Themainobjectiveofthe integratedperformancemanagementistoembedacultureof performance,trustandcontinuouslearningatBaloise�Sys- tematic discussions were conducted with our employees in ordertofixindividualgoals,evaluatetheseanddefineoppor- tunitiesfordevelopment�Thisprocesswassupportedwitha uniformsystemacrosstheGroupforthefirsttimein2011�The majorfocusofthisintegratedprocessistheregulardialogue betweenmanagementandemployees�Thisaimstoestablish guidanceandclarityregardingmutualgoalsandcontinuous learningbydefiningindividualdevelopmenttargetsandmeas- ures� TheGroup-widesuccessionplanningbuildsonthedevelop- mentdialogue,contributessignificantlytothestrategicstaffing plansandensuresthatkeypositionsarestaffedoverthelong- term�In2011,63%ofkeypositionswerefilledwithinternal candidates�Atotalof268keypositionswerediscussedand examinedregardingpotentialshort-termemergencysolutions andlong-termsuccessionplanning�Furthermore,inthecourse ofthisprocess,talentswereidentifiedthatshowoutstanding capacitytoachieveandpossessthepotentialtoassumeexecu- tivetasksandresponsibility� PeRFoRmance anD Results aRe WHat counts ThenewperformancemanagementisineffectsinceJanuary 2011,alsoregardingremunerationandistiedcloselytotheHR coreprocesses�Baloiseoffersanattractivebasicsalary,plans forvariableremunerationaswellasprogrammesforemployee participationandretention�Individualperformanceandresults aswellasthecompany’ssuccessformthebasisforthevariable remuneration�Thevariableremunerationiscomposedofthe Partofthevariableremunerationispaidinblockedshares –seniorstafflevelsreceiveobligatoryshares�Thisstrengthens thebondbetweenBaloiseandemployeesaswellasaligningthe compensationwiththelong-termsuccessofthebusiness� TheelementsoftheremunerationguidelinesoftheBaloise Groupare: → Competitivenessonthemarket → Considerationofcompanyandindividualperformance → Fairnessandtransparency → Sustainability We inVest sPeciFically in continuous aDVanceD tRaining In2009Baloisecreatedaninnovativedevelopmentprogramme forthemostseniorstaffmembersandselectedemployeesthe StrategicLeadershipProgramme(SLP)�The2011programme focussedonthecooperationbetweentheparticipantsaswell asthestructureandthedevelopmentofstrategicskills�The150 SLPparticipantsworkedonexperttopicssuchaspricingorrisk managementaswellasonleadershiptopicsandimprovedthem- selvesandtheirteamsintheseareas�Knowledgetransferand networkingbetweentheparticipantsaresupportedbyanan- nualmeeting;thelastwasinSeptember2011inJesteburg,Ger- many�TheparticipantsdevelopedasetofGroup-wideconduct principles� These principles of conduct derived from brand positioningwillbeadoptedacrosstheBaloiseGroupbeginning in2012� Everyyear30mid-managementexecutivesfromallGroup departmentsparticipateintheAdvancedManagementPro- gramme(AMP)�Thisfocusesontheareasstrategy,leadership andgrowth�In2011,theAMPparticipantsaddressedtheissue “Valuesinstakeholderdialogue”aswellhowwecanembedour brandvaluessustainablyandnoticeablyinthecompanyand makethemvisible�ApilotManagementDevelopmentProgramme (MDP)wascarriedoutforthefirsttimein2011,inorderto 36 Sustainable business management Human Resources preparetalentedjuniorstafffromtheareasfinanceandasset managementtoassumeinitialmanagementresponsibilities� Wealsopromoteourjuniorstaffatlocallevels�IntheGroup sectorSwitzerland,theemphasiswasoncoachingandteam developmentaswellasthepilotingofaprogrammefornew executivemanagers(StarterKit)andthecontinuationofthe LeadershipTransformationProgramme(LTP)�The“StarterKit” providesparticipantsorientationfortheirnewrole�Inaddition, theydeveloptheirownscriptfortheirsuccessfulstartinthe leadershiprole�IntheLeadershipTransformationProgramme, the participants work as effective teams in real business processesinthemostimportantstrategicprojects,initiatives anddepartments�Theprojectsandsectorsthatareaccompanied bytheLTParenoticeablymoresuccessfulandsobecomerole modelsforourlearningandmanagementculture� HigHly aDaPtaBle anD FleXiBle ThemergingoftheBaloiseGroupGermanyhasbegunafter agreementswiththeemployeecouncilcommitteeshavebeen successfullycompleted�Asharedbrandaswellasmutualcor- porateandconductvaluesarethefundamentalelementsofthis process�Specificdevelopmentmeasuresregardingchangeman- agementarebeingprovidedforprojectleadersandmanagers inordertosupporttheintegrationphaseasbestpossible� AfurthermilestonewasreachedinJanuary2012whenthe newGroup-widestaffinformationandaccountingsystemwas introduced�Forthefirsttime,allemployeedataoftheBaloise GroupGermanyisbeingmanagedandsettledusingonecentral system�MeaningthattheBaloiseGroupGermanyassumesthe pioneeringroleintheBaloiseGroupontheroadtotheGroup- wideadoptionofasingleHRinformationsystem� In2011,weintegratedthenewlyacquiredAvérointoour ownbusinessunitMercatorinBelgium�Theemphasisherewas onprovidingtheemployeeswithsupportandconductingne- gotiations with employee representatives� Furthermore, the planningoffirststepstointegrateMercator–aswellasNateus, whichwasboughtatalaterdate–couldbeexpedited� Baloise’s 9,141 emPloyees in 2011 By countRy Switzerland Germany Belgium Croatia and Serbia Luxembourg Austria Liechtenstein Others in percent Employees 41.0 29.0 15.2 9.0 2.8 2.5 0.5 0.0 3,748 2,652 1,389 820 256 228 44 4 Baloise PRomotes inteRnal moBilit y In2010,welaidthefoundationsforevenstrongeron-the-job development by bringing performance management, talent identification and development planning together to form aGroup-wideTalentManagementSystem�Wewanttousethis tosystematicallyexpandinternalpromotionaswellasinternal mobility�Thismeansthatemployeesthatperformwellandhave potentialwillfindevenmoreopportunitieswithinBaloisein future� DiVeRsit y anD PaRtneRsHiP WitH tHe emPloyees 45�8%(2010:45�1%)ofallemployeesand20�9%(2010:20�0%) ofseniormanagementarewomen�Baloisedoesnottolerateany formofdiscrimination�Themanagementofourbusinessunits andthoseresponsibleforHRmattersensurethatthismaxim isfollowed;theyaresupportedinthisbytheinternalCompli- anceNetwork�Baloisepromotesitsemployeessolelyonthe basisoftheirperformance,theirpotentialandtheiridentifica- tionwithcorporatevalues� FormanyyearsBaloisehasactivelyprovidedsupportinhealth issues�BaslerSwitzerlandreceivedthelabel“FriendlyWork- Space”in2010�TheSwisshealthpromotionboardawardsthis qualitysealtocompaniesthatputtheiremployeesatthecentre andpromotecorporatehealthmanagementbeyondthemanda- toryguidelines�Weaimtocreateworkplacesandaworkenvi- ronmentinwhichouremployeesfeelgood,stayhealthyandso deliververygoodperformance�Ourhealthmanagementincludes Sustainable business management Human Resources 37 mentlevelfromtopmanagementtojuniortalentsaccordingto theirindividualrequirements�Junioremployeeswillmeetex- periencedmanagers,thuscreatingacomprehensiveplatform fornetworking,knowledgetransferandexploringtheconduct principlesofBaloise� group Human Resources in social media → Facebook:www�facebook�com/baloisegroup → YouTube:www�youtube�com/baloisegroup → XING:www�xing�com/companies/BALOISEGROUP → Twitter:twitter�com/baloise_jobs www.baloise.com/careers → Attractive employer → Staff development → Our employees → Job openings severaldifferentmeasurestopromoteemployeehealth-aware- ness at the workplace and in general by providing midday seminars,workshops,informationeventsandothercampaigns� Wesupportthework-lifebalanceofouremployeeswithflexible workinghoursandpart-timemodelsaswellasthecrècheatthe headquartersinBasel�Ourconditionsofemployment,working methodsandequipmentaswellasourstaffmanagement,de- velopmentandretentiontoolsarecontinuouslyrevisedand optimisedregardinghealthcareandprotectionaspects�With thiscommitmenttopromotinghealth,Baloiseisalsohonour- ingitsbrandpromise“Makingyousafer”withregardtoits employees� Baloise in Dialogue WitH emPloyee RePResentatiVes Baloiserespectstherightofeveryemployeetobeorbecome amemberofanemployeerepresentationbody�Wemaintain direct, transparent and constructive dialogue with all em- ployeerepresentativesandcommittees� Employeesfromeverynationalsubsidiaryarerepresented intheBaloiseEuropeanForum�Wethusprovideemployee representativeswithdirectaccesstotheCorporateExecutive Committee,aswellaspromotingcommunicationonalocal level�Atwo-daymeetingoftheEuropeanForumandtheem- ployerrepresentativewasheldinHamburg,Germany,inMay 2011� AllBaloiseemployeesarerepresentedbyemployeeboards, workscouncils,tradeunionsorotheremployeecommittees� outlook 2012 In2012,theexistingprogrammestotrainanddevelopjunior andexecutivestaffwillbegroupedunderoneroofasacorporate universityaspartofourstaffingstrategy�Byinstitutionalising employeetraininganddevelopment,Baloisedemonstratesits long-termcommitmenttodevelopitsemployeesinaccordance withourvalue“Developandengage–yourselfandothers!” TheCorporateUniversitywillbebasedonanintegratedrange ofcoursesandaconsistentlearningarchitecture�Thefuture coursesthatwillbeafurtherdevelopmentoftheexistingpro- grammeswillmeanthattheimportantbusinessmanagement andcontrollingskillscanbecommunicatedtoeverymanage- 38 Sustainable business management Ecology Long-term protection of the environment In 1995 Baloise signed the UNEP * Insurance Industry Declaration. In our environmental mission statement, we commit ourselves, amongst other things, to continuously reduce our direct impact on the environment by planning, building and managing corporate real estate, in order to save resources. The same principles and criteria apply to our procurement management. eFFicient use oF ResouRces Usingphotovoltaicsystemsontheflatroofsofthebuildingsof ourGroupheadquartersinBasel,itwaspossibletogenerate 100,000kWh/aelectricityonanareaof660m2�Technicalad- justmentsinvolvinginvestmentsofthesameorderwouldmean thattheelectricityconsumptioninourcomputercentrescould becutfivefold�Followingtheeconomiclogicoffacilitatingthe mostefficientuseofresources,Baloisehasdecidedtocarryout energysavingmeasuresinitscomputercentresoverthenext twoyears� eneRgy eFFiciency in comPuteR centRes Basler Switzerland cut its energy consumption by encasing otherwiseopenracksthatholdtheservers�Encasingtheserver, computerandcontrolunitscompletelyseparatedthecoldand warmairzones,thussignificantlyreducingthevolumeofair thathastobecooled�Wewereabletosavealmost500,000kWh peryearwhilstmaintainingthesameperformanceloadinour computercentres�Thisamountstoabout30percentofthetotal electricityconsumptionrequiredforairconditioning(cooling, heating,humidifying)inourcomputercentres,or4�5%ofthe electricitycurrentlyusedinourheadquarterswithover2,000 workplacesandthecentralfunctionssuchascomputercentres andstaffcanteen�Thehardwareenclosureandtheoptimisation ofairconditioninginthefirstcomputercentrearescheduled for2012� saVing PaPeR anD co2 WitH e-PRocuRement ForovertenyearsBaloiseSwitzerlandhashandledordersfor consumablesandthecorrespondinginvoicingelectronically with its suppliers, in other words paperless� This results in areducedresourceuseofpaperandelectricity�Swisscom,which operatesConextrade–theelectronictradingmarketweuse–, has had these measures assessed and certified by the non- profitfoundationmyclimate�Sincetheintroductionofe-pro- curement,Baloisewasabletosaveover4tonnesofCO2� ReDucing co2 By tRain Employeesareencouragedtousethetrainfortravellingon businesswhereverpossible�Thetrainticketsfordomesticand internationaltravelareorderedthroughtheSwissRailways’ orderingportal“SBBBusinesstravel”andprintedoutatthe workplace� Waiting times at the ticket counter and time- consumingexpenseclaimsareeliminated�Aspartofitsservice, theSBBassessesrailtravelandevaluatesitregardingCO2emis- sion�In20112,320,160passengerkilometresweretravelledon businessbytraininSwitzerland�Thisamountedtosavingsof 163,679litresoffuelcomparedtotravelbycar�CO2emissions amountingto443tonnesperyearwereavoided,whichroughly correspondstotheCO2emissionsof175detachedMinergie housesoverayear� oPtimisation Pays oFF Furtherprogressregardingenergyconsumptionwasachieved in2011aspartoftheenergyoptimisationmeasuresinthenew businesspremisesofBaloiseGermanyinBadHomburg�A6% reductioninelectricityconsumptionanda28%reductionof gasforheatingwasachievedbyadjustingoperatingtimesand optimisingthetechnicalsystems� eco-eFFiciency in oPeRation Thematerialandenergyflowsincludetheconsumptionofthe large,operationallyusedofficebuildingandcomputercentres in Switzerland� We record the energy and material flows of * UNEP = United Nations Environment Programme. Sustainable business management Ecology 39 enViRonmental auDit Employees Energy reference area Locations Electricity consumption Heating consumption Water consumption Paper consumption Paper types Copy paper consumption Amount of refuse Types of refuse Business travel Mode of transport 2009 absolute 2010 absolute 2011 absolute Relative unit 5,427 164,927 13 4,667 142,872 13 4,800 140,997 13 headcount ERA m2 number of buildings 27,591,295 KWh 23,506,845 KWh 22,859,388 kWh 4,762 kWh / employee 14,991,052 KWh 13,194,068 KWh 12,110,484 kWh 86 kWh / m2 77,737 m3 61,053 m3 61,968 m3 52 l / employee / day 832 t 765 t 684 t 143 kg / employee + / – % 2.8 – 1.3 0.0 – 2.8 – 8.2 1.5 – 10.6 8.0 % recycled 80.0 % chlorine-free 12.0 % chlorine-bleached 90.7 million A4 sheets 99.4 million A4 sheets 91.2 million a4 sheets 19,008 A4 sheets / employee – 8.2 1,184 t 1,039 t 928 t 193 kg / employee – 18.5 51.0 % paper / cardboard 6.0 % other materials 2.0 % special waste 41.0 % misc. waste / refuse 23.46 million km 16.01 million km 18.32 million km 3,817 km / employee 14.4 26.6 % km by air 40.2 % km by road 33.2 % km by public transport CO2 emissions 20,687 t 16,575 t 16,591 t 3,456 kg / employee 0.1 The 2010 figures for the Austrian subsidiary were adopted due to technical reasons. nearly53%ofthe9,141employeesoftheBaloiseGroup�The heatenergyrequirementwas9%lowerduetothewarmwinter� TheelectricalenergyconsumptioninSwitzerlandincreased becauseseveralcomputercentresoftheBaloiseGroupwere pooledtogether�However,itwascorrespondinglylowerinthe respectivenationalcompanies�Ourgoaltoreduceenergycon- sumptionannuallyby2%to3%from2004to2013wasachieved in2011�Theenvironmentalchangesaswellastherisingenergy pricesandcostsobligeandmotivateusasaresponsiblecom- panytouseresourcesefficiently� www.baloise.com/sustainability → Ecology / Environmental mission statement → Ecology / Ecology audit → Risk Management → Interview with Rolf Schäuble at the 2007 General Meeting 40 Sustainable business management Risk Management Our risk management is an important cornerstone of our business model. As an integral component of Baloise strategic management, risk management makes a major contribution to the Group’s positioning. As a European insurance company with Swiss roots, we possess 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. RiskmanagementatBaloiseisbothriskandvaluemanagement� Ourriskmodelisbasedoninnovativestandards,meaningthat wecanalwayskeepour“Makingyousafer”promise� In2011,Standard&Poor’sagainawardedtheEnterpriseRisk ManagementofBaloisetheverygoodrating“strong�”Weare thereforeamongthebest15%ofallEuropeaninsurers� Ourriskmanagementisauniformstrategicandoperational systemthatappliesthroughouttheGroupandhasthefollowing subsections: → Riskmap:thisformsthebackboneofriskconsiderations anddefinesbasicriskissues,suchasunderwritingand marketrisksaswellasoperationalbusinessrisks� → Riskgovernanceandriskculture:thisinvolvesfostering andfirmlyembeddingriskawareness,handlingandper- ceptionthroughouttheentireorganisation� → Riskmeasurement:thisidentifies,quantifiesandmodels therisksinallbusinessandfinancialprocesses� → Riskprocesses:riskorganisation,andthestandardsthat applytoit,areimportantaspectsofriskmanagement,in conjunctionwithmanagement,reportingandevaluation processes� → StrategicRiskManagement:itstaskistosimultaneously optimisetheriskstakenbytheGroupanditsearnings opportunities� tHe Risk maP Theriskmapdistinguishesbetweenthedifferentcategoriesof risktowhichBaloiseisexposed: → Underwritingrisks → Marketrisks → Financialstructurerisks → Businessenvironmentrisks → Operationalrisks → Strategic/informationrisks Adetaileddescriptioncanbefoundonpage113ofthesection FinancialReport� Theriskmapisembeddedintheorganisationandthere- sponsibilitiesoftheentireGroup�Eachriskisassignedtoarisk owner(withoverallresponsibility)andtoaseparateriskcon- troller(riskmonitoringandcontrol)� Risk goVeRnance anD Risk cultuRe Expansionofriskgovernanceandriskculturehasalongtradi- tionatBaloise�Wecontinuouslyworktoimprovethisculture throughouttheentireorganisation�Appointedriskownersand riskcontrollersforspecificriskissuesisasmuchapartofthis cultureasmembershipofcommitteesthatmeetregularlyto dealwithriskissues�Atthesametime,riskmodelsandpro- cessesarecontinuallyimproved�2009sawthecompletionof aprojecttoupgradetheinternalcontrolsystem(ICS)� BaloiseriskorganisationincludestheGroupRiskCommit- teeandlocalRiskCommitteesinallbusinessunits�Thesecom- mitteesconsistofmembersoftheCorporateExecutiveCom- mittee or members of the local management� They are responsiblefortakingriskstrategydecisions� Specialboardsalsopreparedecisiondocumentsrelatingto specificriskareas,suchasasset/liabilitymanagement,compli- ance, IT risks and allocation, for these committees� This is rounded off by close cooperation between the Group’s Risk Managementteamandlocalriskexperts�Thiscomprehensive riskorganisationisourplatformforsharingandcontinuous furtherdevelopmentof“bestpractices�” Sustainable business management Risk Management 41 GroupRiskManagementisresponsiblefor: → thedevelopmentofconsistent,mandatoryriskmodels acrosstheGroup, → themonitoringofstandardsacrosstheGroup, → reporting, → compliancewithriskprocesses, → communicationwithexternalpartnerssuchasauditors, corporatesupervisorybodiesandratingagencies� Thebusinessunitsareresponsibleforlocallyimplementing Groupspecifications�OverallresponsibilitylieswiththeGroup’s ChiefFinancialOfficer,followedbytheHeadofFinancialMan- agement�Ultimateresponsibilitywithregardtorisktolerance, businessobjectives,RiskManagementstrategyandstandards isinthehandsoftheBoardofDirectorsofBâloiseHoldingLtd� Risk measuRement Ourriskmodelstandardisesquantificationofallbusinessand financialmarketrisksinallstrategicbusinessunits�Itisinline withtheprinciplesandcalculationmethodsoftheSwissSol- vencyTestandtheEuropeanUnion’sSolvencyIIguidelines� Asapioneeringriskmanagementtool,itprovidesafirmfoun- dationtoenablemanagementtomakestrategicandoperational decisions� Baloise’smodelsarebasedontheconceptofeconomicrisk capital–currentlythemostadvancedmarketstandard�Todo this,atargetcapitalfigureisderived,solelyonthebasisofrisk calculationconsiderations–irrespectiveoffinancialaccounting treatmentorcapitaladequacyregulationsasperSolvencyI–to enablethecompanytoremainsolvent,eveninadversecircum- stances,andtomeetitsobligationstopolicyholdersatanytime� Weconstantlycomparethistargetcapitalfigurewithexisting capital,i�e�actualcapital� Inadditiontothisintegratedriskmodel,weusetheriskmap toidentify,describeandassessspecificrisksinrelationtotheir likelyimpactonbusinessresults�Ourcorporatedatabaseof specificrisks,whichincludesdetaileddescriptionsofrisks,their incorporationintheriskmapandearlywarningindicators,is generatedfromthisstandardprocess�Onthequantitativeside, thisdescriptioniscomplementedbythemeasurementofrisks inrespectoftheirlikelyfinancialimpactonthecompany’s balancesheet�Eachriskisrecordedtogetherwithadescription ofrisk-minimisingactiontobetaken�Thedatabaseisupdated everysixmonths� Thiscombinationofanoverallriskmodelontheonehand, andthespecificriskapproachontheother,ensuresthatBaloise hasanappropriateriskoverviewatalltimes� Risk PRocesses “Group-wideRiskManagementStandards”laymandatoryfoun- dationsforriskprocesses�Thissetofrulesspecifiesmandatory methods,rulesandcaps/floorsacrosstheGroup�Thesestand- ardsdeterminehowdifferentriskissuesareassessed,managed andreported�Asystemofrisklimits,whichfunctionasearly warningindicators,reducestheriskstaken� In order to comprehensively limit risk at an aggregated level,theGroupusesasystemoflimitsbasedoneconomicrisk capital�ThissystemtrackstheGroup’sandindividualbusiness units’riskcapitalinrealtime�Wealsomonitorindividual, issue-specificrisks,usinglimits,asillustratedinthefollowing examples: → Theunderwritingrisksarebasedonunderwritingguide- lines,onwhichlocalunderwritersbasedtheirdecisions� Excessanalysescalculatedusingriskmathematicsgo handinhandwithkeyreinsurancepolicies� → Wemonitormarketandfinancialstructurerisksinall investmentunits,usingawiderangeofreportingpro- cesses�Thereare,forexample(inadditiontomaximum limitsforshareexposure),clearmandatoryguidelines forbondratings�Creditrisksareassessedusingnotonly the“BaselII”approach,butalsoadvancedstatistical methods� → Businessenvironmentrisksandoperationalandstrategic risksareindividuallyrecordedusingstandardprocedures andweassesstheirimpactoncapital� Riskreportscoveringhalfayeararediscussedwithdecision- makersinordertoderiveappropriatemeasures�Weuseour monthlyriskanalysistoreviewtheoverallsolvencyposition, focusingoncapitalinvestmentrisks�Reportstoregulatory au-thoritiescompletethepicture� 42 Sustainable business management Risk Management CHFandUSD�Itwouldnothavemadeeconomicsense tohedgeallcurrencyriskscompletely� → Ourshareexposurecontinuedtobeconservativein2011� Thenetsharequotawas4�8%on31December2011� → Theprofitablerecurringrevenuefromoursoundreal estateportfolioprovedtobeanimportantearningspillar� → Ourattentionisfocussedonmanagingtheinterestrate risk�Here,westrivetosettlefutureyears’financialliabilities toourcustomersbymainlyusingreturnsfromour investments�Theprofitablerecurringrevenuefromour soundrealestateportfolioservesuswellintheprocess� Inaddition,weinvestinlong-term,securebondsinthe CHFandeurozonesandcomplementthesebyapplying derivativeinstrumentssuchasswaptions� → Ouractuarialpractice,however,showslastingreliability: theGroup’snetcombinedratioof95�5%demonstratesour verygoodactuarialpracticeinnonlifebusinessandthis despitemajorclaimsamountingtoCHF140�8million� Riskmanagementwillcontinuetodeveloprapidlyoverthenext fewyearsandwillconfirmBaloise’sstandingasacompanythat hasaverygoodriskstrategyandpositioning� Furtherinformationonriskmanagementcanbefoundin the2011FinancialReport“5�Managementofinsuranceand financialrisks”,pages111to147� stRategic Risk management Ourinternalriskmodel,whichquantifiesallbusinessandfi- nancialmarketrisksinastandardmanner,alsoformsthebasis ofstrategicdiscussionsaboutBaloise’sreadinesstotakerisks� Thecapitalrequirementsderivedfromthismodelrepresent minimumactualcapitalrequirementsinthisregard� Thereisacomprehensiveviewofprimarystrategicrisksand how to manage them� Strategic risk management provides aclearperspectiveondevelopingnewareasofbusinessand optimisingtherisk-returnratioofourexistingbusiness� Resultstargetsforindividualbusinessunits,whichtaketheir specificrisksituationintoaccount,areakeyelementofthis controlsystem�Thesespecificationsareincludedinthetarget agreementswithlocalmanagement� 2011 Became tHe yeaR in WHicH ouR PRoFessional Risk management Was Put to tHe test Baloise’sprinciplesregardingriskstrategiesaregearedtothe long-termandhelpedkeepusoncourseduringthefinancial stormin2011�ThisisprovenbyGroupsolvency,whichcon- tinuestobeveryhighat203%,agoodtestimonyoftheGroup’s financialstrength� 2011wasalsotheyearinwhichnewunderwritingap- proacheswereapplied� → Fundamentally,theinvestmentstrategyoftheBaloise Groupcontinuestofocusondiversification,committedto theprincipleofonlyinvestingininstrumentsthatwe ourselvescanassesscompletelyandexactly�Wherethere wasnomarket(aswasthecaseforGreekgovernment bondsforexample)so-called“mark-to-model”methods hadtobeadoptedonalargerscaleduringtheyearfor thefirsttime�Itisourphilosophyinthisregardtoapply modelvaluesconservativelyinordertoavoidtheriskof additionaldepreciationatalaterdatewhereverpossible� → Itisunprecedentedthattheeurocurrencyzoneandthe creditworthinessofindividualeurocountriescameunder somuchpressure,includingandespeciallyfroman underwritingstandpoint�Wetookstepstominimiseand hedgetherisksinthisrespect�Theseincludedmanaging theexchangerateriskbetweenCHFandEURaswellas 4 Baloise 14 Review of business year 34 Sustainable Business Management 44 Corporate Governance 82 Financial Report 224 Bâloise Holding Ltd 238 Notes e C N a N R e v o G e t a R o p R o C Corporate Governance CORPORATE GOVERNANCE REPORT INCLUDING COMPENSATION REPORT ����������������������������������������������� 44 Groupandshareholderstructure���������������������������������������������������� 44 Capitalstructure�������������������������������������������������������������������������������������� 45 BoardofDirectors����������������������������������������������������������������������������������� 46 CorporateExecutiveCommittee������������������������������������������������������ 53 CompensationReport���������������������������������������������������������������������������� 57 Shareholderparticipationrights������������������������������������������������������� 77 Changeofcontrolanddefensiveaction���������������������������������������� 77 Auditors�������������������������������������������������������������������������������������������������������� 78 Informationpolicy���������������������������������������������������������������������������������� 79 44 Corporate Governance Corporate Governance Report including Compensation Report transparent Corporate Governance as a value-creating company, Baloise always placed great emphasis on good management by practising responsible corporate governance and continues this tradition. OperatinginlinewiththeSwissCodeofBestPracticeandthe SIXCorporateGovernanceGuidelines,Baloiseaspiresinpar- ticulartofosteracorporateculturewithhighethicalstandards, whichemphasisestheintegrityofthecompanyanditsemploy- ees�Baloiseisconvincedthathigh-qualitycorporategovernance hasapositiveimpactonthelong-termperformanceofthecom- pany� ThischaptermirrorsthestructureoftheSIXCorporateGov- ernanceGuidelinesintheversiondated29October2008�We applytheseguidelinesinordertoincreasetransparencyandso improvethecomparabilitywithpreviousyearsaswellaswith othercompanies�TheSwissCodeofBestPracticeforCorporate GovernancebyeconomiesuisseandinparticularAppendix1 publishedin2007withitsrecommendationsforcompensation isalsotakenintoaccount�BaloisepublishesanactualCompen- sationReportasitem5oftheCorporateGovernanceReport, whichalsocomplieswiththeguidelinescontainedinthecir- cular2010/1oftheSwissfinancialmarketsupervisoryauthor- ityFINMA� DrRolfSchäubleresignedfromtheBoardofDirectorsat theAnnualGeneralMeetingon29April2011�DrRolfSchäub- lewasinofficefor17yearsasChairmanoftheBoardofDirec- tors�AttimeshesimultaneouslyactedasChiefExecutiveOf- ficerforBaloiseandduringthistimecontributedconsiderably to the company’s success� It is on this account that he was awardedthetitleofHonoraryChairmanatthe2011Annual GeneralMeeting�TheBoardofDirectorsappointedDrAndreas Burckhardt,along-standingmemberoftheBoard,asthesuc- cessortoDrRolfSchäuble�Prof�DrGertrudHöhlerresigned fromtheBoardofDirectorsatthe2011AnnualGeneralMeet- ingasaresultofhavingreachedtheregulatoryagelimit�She hadbeenamemberoftheBoardofDirectorssince1998�Dr med�Georges-AntoinedeBoccardandDriur�AndreasBeerli werenewlyelectedattheAnnualGeneralMeetingin2011� 1. GROUP AND ShAREhOLDER STRUCTURE Group structure HeadquarteredinBasel,Switzerland,BâloiseHoldingisorga- nisedasajoint-stockholdingcompanyincorporatedunderSwiss lawandlistedontheSIXSwissExchange�Asof31December 2011,theBaloiseGrouphadamarketcapitalisationofCHF 3,220�0million� → InformationontheBaloisesharecanbefoundonpage8ff� → Majorsubsidiariesandparticipationsasof31December 2011canbefoundinthechapterFinancialReportinthe NotestotheConsolidatedAnnualFinancialStatements frompage218onwards� → Segmentreportingbygeographicregionsandbusiness segmentsarecontainedinthechapterFinancialReportin theNotestotheConsolidatedAnnualFinancialState- mentsfrompage149onwards� → TheoperationalGroupmanagementstructureispresented onpage56� Shareholders Asapubliccompanywithabroadshareholderbase,Bâloise HoldingispartoftheSMIM(SMIMid)andtheSLI(Swiss LeaderIndex)� Shareholder structure Asof31December2011,atotalof19,866shareholderswere registeredintheBâloiseHoldingshareregister�Comparedto thepreviousyear,thenumberofregisteredshareholdersincreased by1�9%�BlackRockInc�,NewYork,holds5�03%oftheout- Corporate Governance Corporate Governance Report including Compensation Report 45 standingsharesdirectlyaswellasthroughitssubsidiariesac- cordingtothedisclosureon16September2010�TheSIGNAL IDUNAGroup,Germany,holds5�18%oftheoutstandingshares directlyaswellasthroughitssubsidiariesaccordingtothedis- closureon27March2009�The“Significantshareholders”section onpage231providesfurtherinformationonthestructureof theshareholderbaseasof31December2011� ThereportsmadetotheissuerandtheSIXSwissExchange AGDisclosureOfficeduringthefiscalyearpursuanttoArticle 20BEHG(FederalActonStockExchangesandSecuritiesTrad- ing)andpublishedontheirelectronicpublicationplatformcan beviewedusingthesearchfunctiononhttp://www�six-exchange- regulation�com/obligations/disclosure/major_shareholders_ de�html� Treasury shares Asof31December2011,BâloiseHoldingheld2,404,057trea- suryshares(4�81%)� Cross holdings Crossholdingsinvolvingcapitalownershiporvotingrightsdo notexist� 2. CAPITAL STRUCTURE Dividend policy BâloiseHoldingpursuesapolicyofpayingsteady,profit-based dividends�Conventionalcashdividendsaresupplementedwith otherdistributioninstrumentssuchassharebuy-backsand options� Share buy-back programme Thesharebuy-backprogramme,whichstartedinSeptember 2008,wasconcludedon28April2011�1,776,435shareswere boughtbackatanaveragepriceofCHF79�36viathenormal tradinglineontheSIXSwissExchange�Thiscorrespondsto 3�6%oftheoutstandingshares�Togetherwiththeremaining 223,565sharesfromthepreviousbuy-backprogramme,this meansthatthe2,000,000equitiesrequiredtosecuretheout- standingconvertiblebondwereachievedasplanned� www.baloise.com → Investor relations → Baloise share → Share buy-back programme Dividends paid to shareholders Duetoourshareholder-friendlydividendpolicy,CHF1,772�7 millionhavebeenpassedontoshareholdersintheformofcash dividendsandsharebuy-backsoverthelastfiveyears� Cash dividends Share buy-backs Total Year in CHF million 2007 2008 2009 2010 2011 Total In each case on 31 December. 210.2 243.0 225.0 225.0 225.0 1,128.2 390.9 130.3 71.5 34.7 17.1 644.5 601.1 373.3 296.5 259.7 242.1 1,772.7 Equity of Bâloise holding Thefollowingtableshowsthechangeinequityduringthelast threereportingperiods� ChANGES IN BâLOISE hOLDING EqUIT y (BEfORE APPROPRIATION Of PROfIT) 2009 2010 2011 in CHF million Share capital General reserves Reserves for treasury shares other reserves Retained earnings Bâloise holding equity In each case on 31 December. 5.0 11.7 118.3 298.6 230.2 663.8 5.0 11.7 156.4 264.9 234.2 672.2 5.0 11.7 182.3 247.4 194.9 641.3 46 Corporate Governance Corporate Governance Report including Compensation Report ThesharecapitalofBâloiseHoldingamountstoCHF5�0million since29April2008�Itisdividedinto50,000,000registeredshares withafacevalueofCHF0�10thatbearanentitlementtodivi- dends� Authorised and contingent capital, other financing instruments Authorised capital TheAnnualGeneralMeetingdecidedon29April2011torenew theresolutionfrom30April2009andextendituntil29April 2013�ThisresolutionauthorisestheBoardofDirectorstoincrease sharecapitalbyatmostCHF500,000byissuingamaximum of5,000,000registeredshareswithafacevalueofCHF0�10that aretobefullysubscribedandpaidinfull�§3section4ofthe ArticlesofIncorporationwasadaptedaccordingly� www.baloise.com → Responsibility → Corporate Governance → Rules and regulations Contingent capital The2004AnnualGeneralMeeting(§3oftheArticlesofIncor- poration)createdcontingentcapital�Thiscapitalenablesshare capitaltobeincreasedbyamaximumof5,530,715registered shares each with a face value of CHF 0�10� This equates to amaximumnominalsharecapitalincreaseofCHF553,071�50� Contingentcapitalservestohedgeanyoptionorconversion rights,whicharegrantedinconjunctionwithbondsorsimilar debentures�Shareholdersdonothavesubscriptionrights�The respectiveholdersofoptionandconversionrightsareentitled tosubscribetothenewregisteredshares�TheBoardofDirectors canrestrictorexcludeshareholders’pre-emptivesubscription rightswhenissuingoptionalandconvertiblebondsoninter- nationalcapitalmarkets�Moredetailedinformationaboutthe structureofthiscontingentcapitalcanbefoundin§3ofthe BâloiseHoldingArticlesofIncorporation� www.baloise.com → Responsibility → Corporate Governance → Rules and regulations Other financing instruments Noparticipationorbonuscertificatesexist� Consolidated equity of the Baloise Group On31December2011,consolidatedequityoftheBaloiseGroup amountedtoCHF3,893�6million�Detailsabouttrendsin2010 and2011canbefoundonpages88and89intheconsolidated statementonchangesinequityinthechapterFinancialReport oftheconsolidatedfinancialstatement�Fulldetailson2009can befoundintheconsolidatedstatementonchangesinequityon page8ofthe2010FinancialReport� Outstanding bonds BâloiseHoldingandoneotherGroupcompanyhaveissued bondsontheopenmarket�Attheendof2011,atotalofseven publicbondsissuedbyBâloiseHoldingandoneotherGroup companywereoutstanding�Detailsontheoutstandingbonds canbefoundonpages193and229aswellasontheInternet� www.baloise.com → Investor relations → Bonds Rating TheratingagencyStandard&Poor’sassessesthefinancialstrength oftheBaloiseInsuranceLtdunchangedwithan“A–”rating withastableoutlook�Thisreflectsthestrongcapitalisation,the goodoperationalearningpower,thestrongcompetitiveposition aswellasthehighfinancialflexibilityoftheBaloiseGroup� Group-wideriskmanagementisratedas“strong�” www.baloise.com → Investor relations → Rating 3. BOARD Of DIRECTORS AllmembersoftheBoardofDirectorsincludingtheChairman arenon-executive�Inthethreefiscalyearsprecedingthereport- ingperiod,theywerenotappointedtoanexecutivepostwith- inanyGroupcompanyanddonotmaintainanysubstantial businessrelationshipswiththeBaloiseGroup� DrEvelineSaupperwasre-electedforathree-yeartermof officeduringthereportingperiod�DrRolfSchäubledidnot standforre-electionatthe2011AnnualGeneralMeetingand resignedfromtheBoardofDirectors�Prof�DrGertrudHöhler resignedfromtheBoardofDirectorsatthe2011AnnualGen- eralMeetingasaresultofhavingreachedtheregulatoryage limit�Drmed�Georges-AntoinedeBoccardandDrAndreas Corporate Governance Corporate Governance Report including Compensation Report 47 MoreinformationaboutthemembersoftheBoardofDirec- torscanbefoundontheInternet� www.baloise.com → About us → Organisation → Board of Directors Beerliwerenewlyelectedforathree-yeartermofofficeduring thereportingperiod� ThetermsforthedirectorsDrAndreasBurckhardt,DrHansjörg FreiandDrKlausJennyendattheupcoming2012Annual GeneralMeeting�DrAndreasBurckhardtandDrHansjörgFrei willstandforre-electionforafurtherperiodofthreeyears� DrKlausJennyisnolongeravailableforre-election� Itwillbeproposedtothe2012AnnualGeneralMeetingto electMrThomasPleinesasamemberoftheBoardofDirectors� Hewasbornin1955andisaGermancitizenandlawyer�He hasbeenamemberoftheboardofBilfingerBergerSE,Mann- heim,presidentofthepresident’scouncilofDEKRAe�V�,Stutt- gart,chairmanofthesupervisoryboardofDEKRASE,Stuttgart, chairmanofthesupervisoryboardofSÜDVERSHoldingGmbH &Co�KG,AunearFreiburg,andamemberoftheboardof directorsofKABAHoldingAG,RümlangnearZurich,since 2011�From2006to2010MrPleineswasthechairmanofthe boardofdirectorsofAllianzVersicherungs-AG,Munich,and amemberoftheboardofdirectorsofAllianzDeutschland, Munich�HewastheCEOanddelegateoftheboardofdirectors ofAllianzSuisse,Zurich,from2003to2005� MEMBERS Dr andreas Burckhardt, Chairman, Basel Dr Georg F. Krayer, vice-Chairman, Basel Dr Michael Becker, Darmstadt Dr andreas Beerli, oberwil-Lieli Dr Georges-antoine de Boccard, Conches Dr Hansjörg Frei, Mönchaltorf Dr Klaus Jenny, Zurich Werner Kummer, Küsnacht Dr eveline Saupper, pfäffikon Chairman’s Committee Audit Committee Compensation Committee Investment Committee Nationality Born in Appointed in End of mandate C vC M M M M M C C M DC M C DC M M CH CH D CH CH CH CH CH CH 1951 1999 2012 1943 1995 2013 1948 1951 1951 1941 1942 1947 1958 2010 2011 2011 2004 2003 2000 1999 2013 2014 2014 2012 2012 2013 2014 C: Chairman, vC: vice-Chairman, C: Chair, DC: Deputy Chair, M: Member. 48 Corporate Governance Corporate Governance Report including Compensation Report andreas Burckhardt Georg F. Krayer Michael Becker andreas Beerli Georges-antoine de Boccard Hansjörg Frei Klaus Jenny Werner Kummer eveline Saupper Corporate Governance Corporate Governance Report including Compensation Report 49 Andreas Burckhardt (1951,CH,Driur�)hasbeenasmemberof the Board of Directors since 1999 and its Chairman since 29April2011�HestudiedjurisprudenceattheUniversitiesof BaselandGeneva�HeworkedforFidesTreuhandgesellschaft from1982until1987andservedasSecretaryGeneralofthe BaloiseGroupfrom1988until1994�HewastheDirectorofthe BaselChamberofCommercefrom1994toApril2011�Inthis role,hecontributedtovariousgoverningbodiesofnationaland regionaleconomicorganisations�From1981to2011,DrAndreas BurckhardtwasengagedinpoliticalfunctionsinBaselCity, from1997to2011asamemberoftheGreatCouncilofthe CantonofBaselCity(Presidentin2006/2007)�Heisanon- executivememberoftheboardofdirectorsofCarlSpaeterAG� Reasof1979�From1985to1993,heheldvariousmanagement postsatBaloise,thefocusbeingonsupervisingandsupporting differentforeignunits�AfterthathereturnedtoSwissRe,where hewasamemberofgroupmanagementasof2000,firstinthe USasHeadSwissReAmericasand,mostrecently,asChief OperatingOfficerforthewholegroupinZurich�Since2009, hehasbeenanindependentadvisoronmanagementandadvi- soryboardsofcompaniesandprofessionalassociations�Dr AndreasBeerliisamemberoftheboardofIronshoreEurope Inc�, Dublin, a member of the advisory board of Accenture SchweizandPresidentoftheSwissAdvisoryCouncilofthe American Swiss Foundation� He is an independent, non- executivedirector� Georg f. Krayer (1943,CH,Driur�LLB)hasbeenamemberof theBoardofDirectorssince1995anditsVice-Chairmansince 2004�From6December2007until31December2008healso fulfilledtheroleofLeadDirector�Hestudiedjurisprudence� DrGeorgF�KrayerisHonoraryChairmanoftheBoardofDi- rectorsatBankSarasin&CieAG,Basel,andwastheChairman oftheSwissBankersAssociationuntil2003�Heisamemberof theboardsofRhenusAlpinaAG,WelinvestAG,HacoHolding AGaswellasbeingChairmanoftheBoardoftheBeyeler MuseumAG�DrKrayerisindependentandnon-executive� Georges-Antoine de Boccard (1951, CH, Dr med�) has been a member of the Board of Directors since 2011� He studied medicineattheUniversityofGeneva�Hehasbeenaself-employed, practising urological surgeon in Geneva since 1987� Dr Georges-AntoinedeBoccardisamemberoftheCitadelFinance SAandwasthepresidentoftheSwissAssociationofUrology from2005to2006�HeisamemberoftheSwissAssociationof Urology,theEuropeanAssociationofUrologyinadditionto beingamemberoffurtherassociationsandsocietiesrelatedto hisprofession�DrdeBoccardisindependentandnon-executive� Michael Becker (1948,D,Driur�)hasbeenamemberofthe BoardofDirectorssince2010�HestudiedlawinHamburgand TübingenandtookoverthepositionHeadofAccountingand ControllingatMerckKGaA,Darmstadtin1998�Hewasamem- berofseniormanagementandgeneralpartnerofthepublicly listedcompanyMerckKGaAasof2000,andsince2002amem- beroftheexecutiveboardandgeneralpartnerofE�MerckKG, Darmstadt,thatholds70%ofMerckKGaAshares�Duetohav- ingreachedtheagreedretirementage,heresignedfromboth functions at the end of 2011� He is an independent, non- executivedirector� Andreas Beerli (1951,CH,Driur�)isamemberoftheBoardof Directorssince2011�HestudiedlawattheUniversityofBasel� HeworkedasanunderwriterfortheGermanmarketatSwiss hansjörg frei (1941,CH,Driur�)hasbeenamemberoftheBoard ofDirectorssince2004�Hegraduatedinjurisprudencefrom theUniversityofZurich�DrHansjörgFreijoinedWinterthur in1982andwasmostrecentlyamemberoftheGroupExecutive Board,withresponsibilityforoperationsinSwitzerland�From 2000untilhisretirementinmid-2003,hewasamemberofthe ExecutiveBoard(HeadofInternationalCountryManagement) atCreditSuisseFinancialServices�HewasChairmanofthe SwissInsuranceAssociation(SIA)from2000to2003�DrHansjörg FreiisamemberoftheBoardofDirectorsofEms-Chemie HoldingAGandChairmanofthePensionFundattheEms Group�Heisanindependent,non-executivedirector� 50 Corporate Governance Corporate Governance Report including Compensation Report Klaus Jenny (1942,CH,Droec�HSG)hasbeenamemberofthe BoardofDirectorssince2003�Hegraduatedinbusinessscience fromtheUniversityofSt�Gallen�In1987DrKlausJennybecame a member of the General Directorate of the Schweizerische KreditanstaltandamemberoftheExecutiveBoardofCredit SuisseGroupandhislastpostwasCEOofthe“CreditSuisse PrivateBanking”businessunit�Hehasbeenanindependent financialadvisortobusinessesandprivateindividualssince 1999�HeisamemberoftheBoardofDirectorsofClariantAG, ofMausFrèresS�A�,ofEdmonddeRothschildHoldingS�A�,of theBanquePrivéeEdmonddeRothschildS�A�,ofTéléverbier S�A�andvariousother(non-listed)companies�DrKlausJenny isanindependent,non-executivedirector� Werner Kummer (1947,CH,Dipl�-Ing�ETH,MBAInsead)has beenamemberoftheBoardofDirectorssince2000�From1990 to1994,hewasChairmanoftheExecutiveBoardofSchindler AufzügeAGandsubsequentlywasamemberoftheSchindler GroupManagementCommittee,withresponsibilityfortheAsia Pacificregion,until1998�HewasCEOofForboHoldingAG from1998untilMarch2004�WernerKummerisanindepen- dentmanagementconsultant,amemberoftheboardatWalter MeierAG,ChairmanoftheBoardoftheGebrüderMeierAG, amemberoftheSupervisoryBoardofSchindlerDeutschland HoldingGmbH,amemberoftheboardatCostantiniAGas wellasamemberoftheexecutiveboardoftheZurichChamber ofCommerce�Heisanindependent,non-executivedirector� Eveline Saupper (1958,CH,Driur�)hasbeenamemberofthe BoardofDirectorssince1999�Shestudiedjurisprudenceatthe UniversityofSt�Gallen�Sheisanattorney-at-lawandacertified tax expert� From 1983 to 1985, she was with Peat Marwick Mitchell(nowKPMGFides)inZurichandfrom1985to1992 with Baker&McKenzie in Zurich and Chicago� She joined Homburger AG, Zurich in 1992, where she is a partner� Dr EvelineSaupperisamemberoftheboardofdirectorsatHom- burgerAG,Zurich�Until31December2011shewasmember oftheboardofdirectorsofHessHoldingSA,Luxembourg, includingsubsidiariesoftheHessgroup�Shehasbeenamem- beroftheboardofdirectorsofHofstettler,Kramarsch&Part- nerAGsinceNovember2011�DrSaupperisanindependent andnon-executivedirector� SecretaryoftheBoardofDirectors:DrThomasSieber,Rhein- felden(asof2012AnnualGeneralMeetingAndreasEugster, OberwilBL)�HeadofGroupInternalAudit:Rolf-Christian Andersen,Meilen� BOARD ATTENDANCE 2011: ORDINARy MEETINGS Of ThE fULL BOARD Of DIRECTORS Dr Rolf Schäuble, Chairman Dr andreas Burckhardt Dr Georg F. Krayer, vice-Chairman Dr Michael Becker Dr andreas Beerli Dr Georges-antoine de Boccard Dr Hansjörg Frei prof. Dr Gertrud Höhler Dr Klaus Jenny Werner Kummer Dr eveline Saupper x = present, o = absent, n / a = not applicable. 10.3.2011 29.4.2011 25.8.2011 7.12.2011 8.12.2011 x x x x n / a n / a x x x x x x x x x n / a n / a x x x x x n / a n / a n / a x x x x x x x x x x x x x x x x x x n / a n / a n / a x x x x x x x x x Corporate Governance Corporate Governance Report including Compensation Report 51 Cross-ownerships Nocross-ownershipsexist� Election and terms of office Attheendof2011,theBoardofDirectorsconsistedofnine members�EachmemberiselectedbytheAnnualGeneralMeet- ingforatermofthreeyears�Aroundone-thirdofthemembers stepdownannuallyunlesstheyarere-elected(staggeredreplace- ment)� TheaverageageontheBoardofDirectorsiscurrentlyabout 63�EachmemberoftheBoardofDirectorsiselectedindividu- ally,andifrequestedbytheshareholders,alsograntedanindi- vidualdischarge� Internal organisation Duties of the Board of Directors Subjecttothedecision-makingpowersoftheshareholdersat theAnnualGeneralMeeting,theBoardofDirectorsisthecom- pany’ssupremedecision-makingbody�Essentially,decisions aremadebytheBoardofDirectors,unlessauthorityhasbeen delegatedtotheChairmanoftheBoardofDirectors,tothe Committees,theCorporateExecutiveCommitteeortotheCEO ongroundsoforganisationalregulations� AsperArticle716aoftheSwissCodeofObligationsand Section1IIoftheorganisationalregulations,theprincipal dutiesoftheBoardofDirectorsaregeneralmanagement,over- allandfinancialsupervisionofthecompanyandspecifying theorganisationalstructure� www.baloise.com → Responsibility → Corporate Governance → Rules and regulations Committees of the Board of Directors Fourcommitteesareinplacetosupporttheactivitiesofthe BoardofDirectors�ThesecommitteesreporttotheBoardof Directorsandsubmitproposalsfortheirareasofresponsibility� TheInvestmentCommitteeandtheCompensationCommittee havetheirowndecision-makingauthority� Asarule,thecommitteesappointedbytheBoardofDirec- torsconsistoffourmemberswhoarenewlyelectedeveryyear bytheBoard�TheChairmanandtheVice-Chairmanofthe BoardofDirectorsareexofficiomembersoftheChairman’s Committee�TheChairmanoftheBoardofDirectorsmaynot beamemberoftheAuditCommittee�Thekeydutiesofthese committeesaregovernedbytheorganisationalregulationsand bythewrittenregulationsapplyingtoeachcommittee� www.baloise.com → Responsibility → Corporate Governance → Rules and regulations Duties of the committees TheChairman’sCommitteeprovidesadviceonkeybusiness transactions,inparticularonimportantstrategicandperson- neldecisions�Inthisfunction,theChairman’sCommitteealso preparespersonnelissues� TheChairman’sCommitteealsoactsastheInvestmentCom- mittee(untilmid-2012)andapprovestheinvestmentpolicyof theGroupaswellasthepropertyinvestmentsfortheGroup’s ownuseatHeadOffice� TheCompensationCommitteespecifiesthestructureand theamountofcompensationpaidtothemembersoftheBoard ofDirectorsandofthesalariesofthemembersoftheCorporate ExecutiveCommittee�Itapprovesthetargetagreementsand performanceassessmentsoftheChiefExecutiveCommittee membersrelevantforperformance-relatedremuneration�Itap- provescompensationpoliciesforCorporateExecutiveCom- mitteemembersandmonitorstheircorrectapplication�Itap- provestheindividualallocationofthevariablecompensation fortheCorporateExecutiveCommitteemembers�Inaddition, itdefinesthetotalamountcontainedintheperformancepool� TheAuditCommitteesupportstheBoardofDirectorsin thosesupervisoryandfinancialdutiestasksthatcannotbedel- egated(Article716aSwissCodeofObligations),byevaluating theorganisationalstructure,thefunctioningoftheinternal andexternalauditingsystemsaswellastheannualandcon- solidatedfinancialstatements�TheAuditCommitteealsoeval- uatestheeffectivenessofinternalcontrolsystems,including riskmanagementandthestatusofcompliance�TheAuditCom- mitteehasdiscussedtheconsolidatedfinancialstatementfor the2011fiscalyearbothwithmanagementandwiththeexternal 52 Corporate Governance Corporate Governance Report including Compensation Report Division of authority and responsibilities between the Board of Directors and the Corporate Executive Committee ThedivisionofauthorityandresponsibilitiesbetweentheBoard ofDirectorsandtheCorporateExecutiveCommitteeisgoverned bylaw,theArticlesofIncorporationaswellastheorganisation regulations�Thelatterisreviewedonanongoingbasisandup- datedaschangingcircumstancesrequire� www.baloise.com → Responsibility → Corporate Governance → Rules and regulations Corporate Executive Committee information and control tools TheGroupAuditDepartmentreportsdirectlytotheChairman oftheBoardofDirectors�Effectiveriskmanagementisofkey importancetoaninsurancegroup�Thisiswhythereisachap- terdevotedtofinancialriskmanagementfrompage40andin theFinancialReportchapterfrompage111onwards� ThemembersoftheBoardofDirectorsreceivetheminutes oftheCorporateExecutiveCommitteemeetingsfortheirpe- rusal�TheChairmanoftheBoardofDirectorsmayattendmeet- ingsoftheCorporateExecutiveCommitteeatanytime� auditors�Basedonthesediscussions,theAuditCommitteehas recommendedthattheauditedAnnualFinancialStatementbe incorporatedintheGroup’sAnnualReportforthefiscalyear ended on 31 December 2011 and submitted to the Annual GeneralMeeting�TheBoardofDirectorshasendorsedthis proposal� Board of Directors and committee meetings ThefullBoardofDirectorsmeetsasoftenasbusinessrequires, butnolessthanfourtimesayear,incompliancewithorgani- sationalregulations� www.baloise.com → Responsibility → Corporate Governance → Rules and regulations In2011,thefullBoardofDirectorsofBâloiseHoldingconvened ordinarilyonfiveoccasions�Thetableonpage50showsthe directors’attendanceatthesefullBoardofDirectorsmeetings� Withoneexception,allmembersofeachrelevantcommittee attendedalloftheadditionalseventeencommitteemeetings� BoardattendancebymembersoftheBoardofDirectorswas thusaveryrespectable98�8%�OnefullBoardofDirectors meetingaddressedthefurthertrainingofthememberswith particularregardtoBelgiumandHumanResources� www.baloise.com → Responsibility → Corporate Governance → Board Attendance The Chairman’s Committee convened nine times last year, includingonceforatwo-daystrategymeeting�TheInvestment Committeemetthreetimes�TheAuditCommitteemetfour timesandtheCompensationCommitteemetontwooccasions� MembersoftheCorporateExecutiveCommitteeareregu- larlyinvitedtoattendfullBoardofDirectorsmeetings�Meetings oftheAuditCommitteeareprimarilyattendedbytheChief FinancialOfficer,theHeadofCorporateAudit,theSecretary oftheBoardofDirectorsandbyrepresentativesoftheexternal auditors�MeetingsoftheCompensationCommitteeareprima- rilyattendedbytheChiefExecutiveOfficer,theSecretaryof the Board of Directors and the Head of Group Human Re- sources�TheChiefInvestmentOfficerattendsallInvestment Committeemeetings� Corporate Governance Corporate Governance Report including Compensation Report 53 otherthings,forproductdevelopmentandproductioninthe lifesector�AftertwoyearsasGeneralManageroftheLifeAs- sociationofScotland,JanDeMeulderjoinedtheFortisGroup, Brussels,in1994andthereheheldvariousseniormanagement posts,mostrecentlyasCEOofFortisCorporateInsurance�In 2004hejoinedtheBaloiseGroupasCEOoftheBelgiansub- sidiaryMercatorVerzekeringeninAntwerp�Since1January 2009,JanDeMeulderhasbeenheadoftheInternationalCor- porateDivision� Michael Müller (1971,CH,lic�oec�publ�)studiednationaleco- nomicsattheUniversityofZurich�Hefurtheredhisstudiesin insuranceeconomics,accountingandfinancing�Hebeganhis careeratBaslerVersicherungenin1997�Startingoffasatrainee inGroupControlling,hewentontobecomethedeputyHead ofFinancialAccountingoftheBaloiseGroupandthenin2004 heheadedthedivision�In2009asHeadofFinanceandRisk, hebecameamemberofseniormanagementofthecorporate divisionSwitzerlandwiththemainfocusonreportingandcon- trolling,theactuarialsteeringoftheinsurancecompanies,risk management as well as being responsible for logistics pro- cesses and the project head pool� Michael Müller has been amemberoftheCorporateExecutiveCommitteeandCEOof thecorporatedivisionSwitzerlandsinceMarch2011� 4. CORPORATE ExECUTIVE COMMITTEE Martin Strobel (1966,D/CH,Drrer�pol�)studiedcomputer science,businessmanagementandbusinessinformationsystems attheUniversitiesofKaiserslautern,Windsor(Canada)and Bamberg�From1993to1999heheldvariouspostsatBoston ConsultingGroup,Dusseldorf,dealingwithstrategicITman- agementissuesinthebankingandinsurancesector�Hejoined theBaloiseGroupin1999�InitiallyhewasHeadofITatBasler Switzerland,withresponsibilityformajorcross-businessprojects intheinsuranceandbankingdivisionswithintheBaloiseGroup� HewasamemberoftheCorporateExecutiveCommitteefrom 2003to2008,withresponsibilityfortheCorporateDivision Switzerland�Witheffectfrom1January2009,DrMartinStrobel tookoverasChiefExecutiveOfficer� German Egloff (1958,CH,lic�oec�HSG)graduatedinbusiness managementfromtheUniversityofSt�Gallen(Switzerland)� From1985onwardsheheldvariousmanagementpostsatWin- terthurInsurance,Switzerland�In1997,asamemberofthe ExecutiveBoard,heassumedresponsibilityforindividualnon- lifeinsuranceproducts,whichalsoincludedthemanagement ofbothWincareand,asChairmanoftheBoardofDirectors, Sanacare�From1998to2002,GermanEgloffwasChiefFinan- cialOfficerofWinterthurSwitzerlandandamemberofthe BoardofDirectorsofWincare,becomingitsChairmanin2000� From2002to2004,hewasChiefFinancialOfficeratZurich Financial Services Switzerland� His area of responsibility includedfinance,humanresources,IT,logisticsandprocure- ment� German Egloff has been a member of the Corporate ExecutiveCommittee(HeadoftheCorporateDivisionFinance) since 1 December 2004, with responsibility for Investor Relations,FinancialManagementandFinancialAccounting& CorporateFinanceaswellasforCorporateIT�Theappointed actuary of the Baloise’s Swiss business likewise reports to GermanEgloff� Jan De Meulder (1955,B)studiedmathematicsandinsurance mathematicsattheuniversitiesofAntwerpandLeuven,Belgium� From1978until1992,heworkedinAntwerpfortheINGGroup atDeVaderlandscheInsurance�Hewasresponsible,amongst 54 Corporate Governance Corporate Governance Report including Compensation Report Martin Strobel German egloff Jan De Meulder Michael Müller thomas Sieber Martin Wenk Corporate Governance Corporate Governance Report including Compensation Report 55 FurtherinformationonthemembersoftheCorporateEx- ecutiveCommitteecanbefoundontheInternet� WiththeexceptionofDrMartinStrobelandMartinWenk, noneofthemembersoftheCorporateExecutiveCommitteeserve ontheBoardsofDirectorsofnon-BaloiseGroupcompanies� Therearenomanagementcontractsthatassignexecutive functionstothirdparties� www.baloise.com → About us → Organisation → Corporate Executive Committee Thomas Sieber (1965,CH,Driur�,M�B�L�,lawyer)studiedlaw attheUniversityofSt�Gallen�Atthebeginningof1994,he qualifiedtopracticelawinthecantonofZurich�From1999to 2002,helecturedincorporatelawattheUniversityofSt�Gal- len�AfterholdingpositionsatLandis&GyrandSiemens,Dr ThomasSieberjoinedtheBaloiseGroupin1997astheDeputy HeadoftheLegalandTaxdivision�Hehasheadedthisdivision since2001andalsobecameSecretaryoftheBoardofDirectors ofBâloiseHolding�AspartofthereviewoftheSwissInsurance SupervisoryAct,hemanagedthe“FinancialMarketsSupervi- soryAuthority”taskforceoftheSwissInsuranceAssociation (SIA)�Since6December2007,DrThomasSieberisHeadofthe CorporateCentreresponsibleforGroupHumanResources, LegalandTax,GroupCompliance,CorporateDevelopment, RunOffand,since2009,alsoforGroupProcurement�Thomas SieberisalsoamemberoftheboardofdirectorsofEuroAirport BaselMulhouse� Martin Wenk (1957,CH,lic�iur�)heldvariouspostsatamajor bankfrom1982to1992aftergraduatinginlawfromtheUni- versityofBasel�Heinitiallyworkedasaninvestmentadvisor toinstitutionalclients,thenwentontoheadaprivatebanking groupinNewYorkandsubsequentlybecameasectorheadin securitiessales,whereheprimarilylookedaftermajorinstitu- tionalclients�From1992until2000,hewasHeadofPortfolio ManagementSwitzerlandwithintheBaloiseGroup,withre- sponsibilityformanagingtheassetsofvariouscompaniesin SwitzerlandandwithintheGroup,includingthepensionfunds� HejoinedtheCorporateExecutiveCommittee(asHeadofthe CorporateDivisionAssetManagement)in2001,withrespon- sibilityforAssetManagement,includingtheInvestmentStrat- egy,InvestmentControlling,BaloiseAssetManagement,Real EstateandBaloiseFundInvestunits(fundbusiness)�Martin WenkisamemberoftheboardofUnigestionHolding,Geneva� 56 Corporate Governance Corporate Governance Report including Compensation Report Management structure (effective date: 31 december 2011) Group Chief exeCutive offiCer Martin Strobel, Dr rer. pol. * Group Secretary Markus von Escher, Dr iur. Corporate Communications Thomas Kähr Switzerland international finanCe aSSet ManaGeMent Corporate Centre Michael Müller * Jan De Meulder * German Egloff * Martin Wenk * Thomas Sieber, Dr iur. * product Management Commercial Clients Clemens Markstein product Management private Customers & focused financial Services Wolfgang Prasser Sales & Marketing Bernard Dietrich Baloise Bank SoBa Jürg Ritz operations & it Urs Bienz finance & risk Carsten Stolz, Dr rer. pol. Claims Stephan Ragg, Dr iur. Germany Frank Grund, Dr iur. financial accounting & Corporate finance investment Strategy & investment Controlling Corporate development Thomas Wodrich Carsten Stolz, Dr rer. pol. (until 31 December 2011 a. i.) Sepp Huwyler (as of 1 January 2012) investor relations Marc Kaiser Thomas Schöb Baloise asset Management Reto Diezi, Dr oec. publ. (until 31 March 2012) Matthias Henny (as of 1 April 2012) Group risk Management real estate Hans-Peter Bissegger Baloise investment Services Robert Antonietti Stefan Nölker, Dr rer. nat. Corporate it Olaf Romer Baloise 2012 Roger Matthes appointed actuary Switzerland Thomas Müller, Dr sc. math. Group human resources Kurt Grois Group legal & tax Andreas Eugster Group Compliance Silvia Kalbermatten, Dr iur. run off Bruno Rappo Group procurement Manfred Schneider, Dr rer. nat. Belgium Gert De Winter luxembourg André Bredimus (until 14 May 2012) Romain Braas (as of 15 May 2012) austria Otmar Bodner, Dr iur. Croatia & Serbia Darko Cesar Baloise life (liechtenstein) Annemie D’Hulster (until 10 January 2012) Peter Zutter (as of 11 January 2012 a. i.) Markus Jost (as of 1 April 2012) regional Management Peter Zutter Martin Kampik * Member of the Corporate Executive Committee Corporate Governance Corporate Governance Report including Compensation Report 57 5. COMPENSATION REPORT: COMPENSATION, PARTICIPATIONS AND LOANS TO ThE BOARD Of DIRECTORS AND ThE CORPORATE ExECUTIVE COMMITTEE Thischapterdescribestheremunerationpolicy,guidelinesand theremunerationsystemofBaloise�Inaddition,theremuner- ationandloanstothemembersoftheBoardofDirectorsand theCorporateExecutiveCommittee,includingtheparticipa- tionsofthisgroupofpersons,aredisclosed�Keytothecontent andscopeofthisdisclosureareArticles663bbisand663cofthe SwissCodeofObligations,thestandardrelatingtoinformation onCorporateGovernanceoftheSIXSwissExchangeandthe SwissCodeofBestPracticeforCorporateGovernanceinclud- ingthecircular10/1oftheFederalFinancialSupervisoryAu- thority(FINMA)onremunerationsystems�Theseregulations stipulatethatcertaindetailsaretobemadeinthenotestothe financialstatementsandotherinformationistobegiveninthe sectiononcorporategovernance�Baloiseconsidersthischapter asintegraltocorporatereportingandhasthereforedecidedto publishthecompleteCompensationReportinitsAnnualReport andtoincludethenecessarypassagesintheFinancialReport� 5.1. Compensation Committee of the Board of Directors InaccordancewiththeSwissCodeofBestPractice,theBoard ofDirectorsformedtheCompensationCommitteein2001�This committeedealswiththecompensationpolicy,particularlyat thehighestcorporatelevel�Amongstotherthings,theCom- pensationCommitteemakessurethat → remunerationpolicyandcompensationsystemsarelong- terminnatureandinlinewiththecorporatestrategy� Inparticular,thedutiesofthecommitteeinclude → determiningthestructureandtheamountofcompensa- tiontobereceivedbytheChairmanandthemembersof theBoardofDirectorsandtheCorporateExecutiveCom- mittee� → toapprovethetargetagreementsandperformance appraisalsoftheCorporateExecutiveCommitteemem- bers� → toapprovetheindividualallocationofthevariablecom- pensationfortheChiefExecutiveCommitteemembers� → todefinethetotalamountfortheperformancepool andthetotalreservedfortheallocationofperformance shareunits(PSU)� → toapproveandauthoriseserviceentryanddeparture paymentsregardingmostseniorstaffmembersorthat exceed,inindividualcases,CHF200,000� → toapprovecompensationregulationspertainingtothe CorporateExecutiveCommitteemembersandmonitor theircorrectapplication� TheCompensationCommitteeconsistsofthefollowingfour independentmembersoftheBoardofDirectors,whoarere- electedannuallybytheBoard:DrGeorgF�Krayer(Chair),Dr KlausJenny(DeputyChair),DrGeorges-AntoinedeBoccard, DrEvelineSaupper�Asarule,theCommitteeholdsatleasttwo meetingsayear�TheChairoftheCompensationCommittee reportstotheBoardofDirectorsregularlyontheactivitiesof theCommittee�TheminutesofCommitteemeetingsarealso availabletothewholeBoard� → thetotalcompensationprovidedbythecompanyis 5.2. Remuneration policy market-andperformance-orientedandgearedtoattract andretainpeoplewiththenecessaryskillsandcharacter attributes� → compensationjustifiablyreflectsthecompany’slong-term successandtheindividual’scontributionanddoesnot createfalseincentives� → Thestructureandtheamountofthetotalcompensation complywiththeriskpolicyofBaloiseandencouragerisk awareness� Principles Thesuccessofthecompanyismateriallydependentontheskills andtheperformanceofitsemployees�Therefore,itisvitalto attractanddevelopwell-qualified,competentandhighlymo- tivatedemployeesandexecutivesandretainthemwithinthe company�Baloise’sremunerationpolicyandsystemarederived fromthesesuperordinateprinciples� 58 Corporate Governance Corporate Governance Report including Compensation Report Remuneration directive and regulations In2010theBoardofDirectorsadoptedaremunerationdirective proposedbytheCompensationCommittee,whichdefinesthe principlesandbenchmarkfiguresregardingremunerationfor theBaloiseGroup�Theremunerationdirectiveappliestoall employeesofthewholeBaloiseGroup�Itreflectsthepolicies andvaluesofthecompanyandisbasedonthefollowingprin- ciples: → Becompetitiveinthemarket–Baloiseaimstopaybasic salariesthatareinlinewiththemarketandtoexceedthe marketregardingvariableremunerationforverygood individualandcompanyperformance� → Toconsidercompanyandindividualperformance– performanceisthebasisforfurtherdevelopmentand advancement� → Fairnessandtransparency–externalcomparisonsonthe marketandfairpay,nodiscrimination� → Sustainability–highconformityofmanagementand shareholderinterests,long-termcommitment,higher proportionofrestrictedshares� Basedonthisremunerationdirective,theBoardofDirectors simultaneouslyissuedasetofremunerationrulesthatapplyto allemployeesinSwitzerlandandbyanalogyalsotoallGroup employees� Allelementsoftheremunerationpolicyarecentrallyregu- latedbytheremunerationdirectiveandrules�Thisregulatory frameworkformsthebasisforaremunerationsystemthatalso meets the requirements of the Swiss Financial Supervisory Authority�Inparticularthismeansthatthevariableremunera- tionistiedmorestronglytothecompany’svaluecreation� 5.3. Remuneration system Objective Theaimofthisremunerationsystemistopromoteaperfor- mancecultureintheBaloiseGroupandtofacilitatethere- tention of qualified and management personnel within the organisation�TheremunerationpolicyofBaloiseaimstopay basicsalariesthatareinlinewiththemarket�Furthermore,the variable remuneration components are designed so that– regardingindividualperformanceandthesuccessofthecom- pany–inaverygoodyearpaymentsabovethemarketaverage arepossible,bythesametokentheamountpaidcanbebelow themarketaverageinaweakyear� Asaperformance-drivencompany,Baloiseestablishesaclear andreplicablecorrelationbetweenemployeetargetsandbusi- nessobjectives�Thesearederivedfromthestrategicpriorities� Remuneration,targetagreementsandperformanceassessments arecloselyrelated�Compensation–consistingofbasicsalary andvariablepayments–showsaclearyetdifferentiatedcon- nectiontoandrecognitionoftheperformanceoftheindivid- ualandthesuccessofthecompanyandintendstorewardem- ployeesforexcellentperformance�Actualperformanceforms thebasisforfurtherdevelopment,careerplanningandthefos- teringofourtalents� Baloiseplacesgreatimportanceontheretentionofkeyper- sonnelandonthesustainablemanagementofthebusiness�In additiontoremunerationthatreflectsthemarketandperform- ance,asustainablefocusofourexecutivemanagersthatisgeared towards the interests of the shareholders is important to Baloise�Thatiswhyconsiderableproportionsofthevariable remunerationispaidinshares�Withtheperformanceshare units,thethreehighestmanagementlevelsadditionallyreceive afurthersalarycomponentasadeferredpaymentintheform ofsharesthatarerestrictedforthreerespectivelysixyears� Withincreasingstrategicresponsibilityandeffect,thevari- ableremunerationisprimarilydeterminedbytheoverallresult ofthecompanyand/ortheeconomicvaluecreation–taking theriskassumedintoconsideration�Theproportionofshort- termvariableremunerationinrelationtototalremuneration andtheproportioninrestrictedsharestobereceivedincreases accordingly�ForthemembersoftheCorporateExecutiveCom- mittee,sharesasaproportionofvariableremunerationamount toabout70%andthevalueoftherestrictedsharestheyholdis aboutthree-timestheirbasicsalary�Thusimportantelements ofthestandardrequiredbythesupervisoryauthoritiesareful- filled� Corporate Governance Corporate Governance Report including Compensation Report 59 New Performance Management System as of 1 January 2011 Baloiserevieweditsremunerationsystemindepthin2009/2010 andintroducedanewPerformanceManagementSystemforthe short-termvariableremunerationasofthe2011fiscalyear�Based ontheobjectivetofosterahighperformanceandresult-orien- tationoftheemployeesand,atthesametime,incorporatethe company’ssuccess,thenewsystemconsistsoftwoclearlydefined andseparateinstruments:Performanceremunerationandper- formancepool�Performanceremunerationrewardstheem- ployee’sindividualachievement�Theperformancepoolconsid- ers the overall performance or the value creation of the company�Inaddition,allmaterialelementscontainedinthe circularfromtheSwissFinancialSupervisoryAuthoritywere consideredwhenshapingthevariableremunerationsystem� ThenewPerformanceManagementSystemappliesGroup- widetothemostseniormanagementlevel�InSwitzerlandit alsoappliestothemajorityofothermanagementlevelsandis beingprogressivelyintroducedabroad� Market comparisons Baloiseregularlycomparesthesalariesofseniorexecutiveswith thoseofrelevantcompetitors(STOXXEurope600Insurance Indexand/orlocalemploymentmarkets)�Thesecomparisons showthat,onaverage,Baloiselieswithinthemarketmeanre- gardingtotalremuneration,wherebytheshareproportionof totalremunerationishigherthanthatofcomparablecompeti- torsasintended�Thevariablepartoftheremunerationpackage canalsovarystrongly,whichinturnconfirmsthatlinkingit toperformancegoalsreallyhasaneffect� 5.4. Remuneration components Baloisetreatsitsremunerationasanall-inclusivepackageand thereforeconsidersbasicsalary,short-andlong-termvariable remunerationandalsoothermaterialandnon-materialbenefits, suchaspensioncontributions,additionalbenefitsoremployee careerdevelopmentandpromotion� Basic salary Thebasicsalaryrepresentsthecompensationappropriateto thetasksandresponsibilityofthepositionandtheemployee’s skillsandcompetencerequiredtoreachthebusinesstargets� Baloiseaimstoachieveanaveragepositioninthemarketwhen determiningthebasicsalary�Thisisrealisedonthegrounds oflocalbusinessandmarketrequirements�Basicsalariesare checkedregularlyandadjustedifnecessary,basedonthein- dividualperformance,thepositioninthesalaryrangeaswell asthecompanyperformance�Inthespiritoffairnessandcom- pliancewiththeBaloiseCodeofConduct,themaxim“same payforthesamequalificationandtasks”applieswhendeter- miningthebasicsalarywhilstconsideringinternalfairness regardingpay�Internalandexternalfairnessinpayaresup- portedbyclearandmarket-orientedsalarystructures� Short-term variable remuneration Centralfactorsthatinfluencetheamountoftheshort-term variable remuneration are individual performance and the overallresultor,inotherwords,theeconomicvaluecreation ofthecompany�Theconnectionthuscreatedbetweentheper- formanceoftheindividualandthecompany’ssuccessisinten- dedtomotivateemployeestoachieveoutstandingresults� Theshort-termvariableremunerationisalwayspaidtogeth- erwiththeMarchsalaryofthefollowingyear�Baloiseplaces greatimportanceonthesustainablemanagementofthebusiness andonahighcorrelationbetweentheinterestofshareholders andmanagement�Forthisreason,considerableproportionsof thevariableremunerationarepaidintheformofshares�Basi- cally,membersofseniormanagementcanchoosewhichpropor- tiontheywishtoreceiveincashandwhichasshares�This choiceislimitedforthemostseniormanagementlevel;here agraduatedobligationtosubscribesharesexists:Membersof theCorporateExecutiveCommitteemustdrawatleast50%of theirshort-termvariableremunerationintheformofshares� Thesesubscribedsharesremainblockedforthreeyearsandare subjecttomarketrisksduringthisperiod�Inparticular,the mandatoryemolumentsensurethatasresponsibilityandtotal remunerationincrease,asignificantshareoftheremuneration ispaidwithadeferredeffect�Theyalsopromoteriskawareness 60 Corporate Governance Corporate Governance Report including Compensation Report amongemployeesandencouragethemtoworkeconomically andsustainably� Thereisachoiceoftwosharesubscriptionplans:ShareSub- scriptionSchemeandEmployeeShareOwnershipPlan(compare “5�6ShareSubscriptionSchemeandEmployeeShareOwnership Plan”)� The instruments performance remuneration and perfor- mancepooldescribedbelowareavailablefortheshort-term variableremuneration� Performance remuneration Theperformanceremunerationconsiderstheemployee’sindi- vidual performance and compensates the respective target achievement�Tothisend,togetherwiththeirimmediatesub- ordinates,thesupervisingmanagersannuallydefinethekey individualtargetsandassessthedegreeofachievementbyFeb- ruaryofthefollowingyearatthelatest�Whendefiningthe individualtargets,careistakenthattheydonotcontradictthe company’sbusinessstrategy� Thetargetvaluefortheperformanceremunerationdepends onthebasicsalaryandvariesaccordingtothehierarchicalpo- sition�Thetargetvalueequatesto30%ofthebasicsalaryfor membersoftheCorporateExecutiveCommitteeThetarget agreementsandtheperformanceassessmentsforthemembers oftheCorporateExecutiveCommitteeareperformedbythe CompensationCommittee� Inprinciple,themostseniormanagementlevelofthewhole Group,themajorityofexecutivesinSwitzerlandaswellastheir counterpartsabroadareentitledtoaperformanceremuneration� Performance pool ThePerformancepooltakesintoaccounttheperformanceof theentireBaloiseGroup,theamountisdeterminedbythe CompensationCommitteeexpostatitsowndiscretion�Tothis end,theCompensationCommitteeevaluatestheperformance oftheentireBaloiseGroupforthepastfiscalyearandconsiders alsothefollowingcriteria: → Consolidatedresultcomparedtopreviousyearsand competitors → Capitalmarketviewcomparedtocompetitors → Risksassumed → Strategyimplementation Theindividualallocationtotheemployeesisperformedatthe discretionofthesuperior;noregulatorytargetvaluesarede- fined�Anoverallassessmentconsistingoftargetachievement (in light of the individual degree of achievement) and the employee’sconductandbehaviourserveasthemainguidelines whendeterminingtheamounttobeallocated�Thesupervi- sorymanager’sproposalfortheindividualallocationisdiscussed intherespectivemanagementteam,comparedtootherdepart- mentsandsectorsandadjustedwherenecessary�Thisensures thattheconductcomponentsthatarealsorelevanttorisk,are likewiseconsideredwhenallocatingtheindividualamounts� Theroundtablesystemselectedprioritisestheoverallap- praisalofmanagementaswellasthevalidationoftheindi- vidualallocations�Theaimistoacknowledgeallperformance aspectsappropriatelyandnottomakeanevaluationonaccount ofonlyafewparametersthatpossiblydonotconsiderother importantaspects� TheindividualallocationforthemembersoftheCorporate ExecutiveCommitteeissetbytheCompensationCommittee� Inprinciple,themostseniormanagementlevelofthewhole Group,themajorityofexecutivesinSwitzerlandaswellasthe respectivefunctionsabroadareconsideredfortheperformance pool�However,thereisnobasicrighttoanallocationfromthe performancepool� Long-term variable remuneration Baloiseadditionallyprovidesperformanceshareunits(PSU) tothemostseniorexecutivesasalong-termvariableremu- nerationcomponent�ThePSUprogrammepermitsthemost senior executive level to participate more intensively in the valuedevelopmentofthecompanyandpromotesthelong-term retentionofhighperformers� Corporate Governance Corporate Governance Report including Compensation Report 61 performance share units (pSu) At the beginning of any performance period, participating em- ployees are awarded rights in the form of performance share units (PSU), which entitle them to subscribe for a certain number of shares free of charge after the performance period has expired. The Compensation Committee specifies the day of allocation and defines at its own discretion those members of senior man- agement that are entitled to participate. It determines the total number of available PSU and specifies the individual allocation to the members of the Corporate Executive Committee. The number of shares that can be subscribed after three years, i. e. at the end of the performance period, depends on how the Baloise share has performed relative to a peer group. This com- parative performance factor can hereby assume values between 0.5 and 1.5. The peer group includes the most important Euro- pean insurance companies in the STOXX Europe 600 Insurance Index. Companies in Stoxx 600 europe insurance index (as of 31 december 2011) Admiral Group plc Aegon NV Ageas Allianz Amlin plc Assicurazioni Generali Aviva plc Axa Bâloise Holding Catlin Group CNP Assurances Delta Lloyd Gjensidige Forsikring Hannover Rück Helvetia ING Groep NV Source: http://www.stoxx.com/download/indices/factsheets/stx_supersectors_fs.pdf Jardine Lloyd Thompson Scor Legal & General Group plc Standard Life plc Mapfre SA Münchener Rück Old Mutual plc Prudential plc RSA Insurance Group Sampo OYJ Storebrand ASA Swiss Life Swiss Re Topdanmark A / S Vienna Insurance Zurich Financial Services perforManCe Share unitS (pSu) Entitled employees as of start of programme Number of allocated PSU Of which: expired without compensation (departures 2009) Number of active PSU as of 31 December 2009 Of which: expired without compensation (departures 2010) Number of active PSU as of 31 December 2010 Of which: expired without compensation (departures 2011) Number of active PSU as of 31 December 2011 Value of allocated PSU as of issue date in CHF million 2009 PSU expense for the Baloise Group in CHF million 2010 PSU expense for the Baloise Group in CHF million 2011 PSU expense for the Baloise Group in CHF million plan 2009 plan 2010 plan 2011 66 71 73 81,127 83,441 81,739 – 81,127 – 2,603 78,524 – 6,752 71,772 6.3 1.8 2.0 2.0 – – – 1,226 82,215 – 7,962 74,253 7.4 – 2.1 2.4 – – – – – 6,937 74,802 6.9 – – 2.4 62 Corporate Governance Corporate Governance Report including Compensation Report Thecompositionoftheindexcanbesubjecttochanges�Due tocompanymergers,forexample,companiescandropoutof theindex,othersmaybenewlyincludedintheindex�Thecom- positionoftheindexatthepointintimewhentherespective PSUareissuediskeytodeterminingtheperformancefactor, adjustedbythecompaniesthatarenolongerincludedinthe index�Companiesthathavemeanwhilebeennewlyincludedin theindexarenotconsideredforplansthatarealreadyrunning� Inprinciple,aPSUgrantstherighttosubscribetoashare� ThisisthecasewhenBaloiseshareperformancecorresponds tothemeanofthepeergroup;inthiscasetheperformance factoris1�0�Theprogrammeparticipantsreceivemoreshares fortheirPSU,ifBaloiseshareshaveperformedbetterthanthe peergroup�Thefactorreachesthemaximumof1�5,when Baloiseshareshaveperformedintheuppermostquartileofpeer groupcompanyperformance�Thefactoris0�5,ifperformance isinthelowestquartileofpeergroupcompanyperformance� IftheBaloiseshareperformanceisinbothmiddlequartiles, theperformancefactoriscalculatedusingalinearscale�The performancefactorisdefinedfortheentireperiodending,based onstockexchangeclosingpricesonthelasttradingdayofthe respectiveperformanceperiod� Theparticipantreceivesthecorrespondingnumberofshares attheendoftheperformanceperiod(vesting),i�e�on1January 2014forthePSUallocatedin2011�ThePSUbecomevoidwith- outcompensationorsubstitution,shouldtheemploymentcon- tractbeterminated(exceptinthecaseofretirement,invalidity ordeath)duringtheperformanceperiod�Asfrom2012,the CompensationCommitteealsohastheoptionofretroactively reducingorrevokingentirelythenumberofPSUallocatedto asinglepersonoragroupofparticipantsshouldspecialreasons exist (so-called clawback rule)� To emphasise the long-term characteroftheprogramme,50%oftheallocatedsharesare subjecttoanadditionalthree-yearblockingperiodafterthe performanceperiodhasexpired� ThePSUallocatedin2009wereconvertedintosharesasof 1January2012�Attheendoftheperformanceperiodon31 December2011,theperformanceoftheBaloiseshareheldthe 24thrankof34companieswithinthereferencegroup(STOXX Europe600InsuranceIndex),inotherwords,itwasinthethird quartile�Thustheperformancefactorwas0�64,and74,375out- standingPSUwereconvertedinto47,599shares(marketprice on31�12�2011:CHF64�40,marketvalueCHF3�1million)� Afterranking13thof31companiesforthefirstPSUpro- grammeconvertedon1January2010,theshareperformance achievedthe12thrankof31companiesfortheconversionon 1January2011(previousyearvalues:1�24,51,880outstanding PSU,convertedinto64,335shares,marketpriceon31�12�2010 CHF91�00,marketvalueCHF5�9million)�SothevalueofPSU convertedintosharesfortheplanparticipantsduringthere- portingperiodwas63%lowerthaninthepreviousyear� ThesharesrequiredtoconvertthePSUwereboughtonthe market� Ancillary benefits Asarule,ancillarybenefitsarecomponentsoftotalremunera- tionthatarenotdependentonfunctionnorindividualorcor- porateperformance�Byprovidingbenefitssuchaspensionplans, benefits, personnel development and advancement, Baloise demonstratesthatitshighregardforitsemployeesandthatthe relationshiptothemisbasedonpartnership�Ancillarybenefits are awarded according to the provisions of the respective country� 5.5. Employment contracts, change of control clauses, service entry and departure compensation Theemploymentcontractsofseniormembersofstaffarecon- cludedforanunlimitedperiodinSwitzerlandandalsoabroad forthemainpart�Theyprovideforanoticeperiodofsixmonths� AllsixmembersoftheCorporateExecutiveCommitteehave atwelve-monthnoticeperiod�Inaddition,theyare–asarefour othermembersoftheexecutivemanagement–entitledtoa severancepaymentamountingtooneannualsalary(including variable remuneration), in the event that their employment contractisterminatedwithintwelvemonthsafterachangeof controlduetoatakeoverormergeroramergerofemployers (undercertaincircumstancesalsothoseofemployees)� ThenoticeperiodisalsotwelvemonthsfortheChairmanof theBoardofDirectors�Thesamechangeofcontrolclauseap- pliesasforthemembersoftheCorporateExecutiveCommittee� Corporate Governance Corporate Governance Report including Compensation Report 63 TheremunerationdirectiveissuedbytheBoardofDirectors inMarch2010containsclearguidelinesonserviceentryand departurecompensation:Suchpaymentsmayonlybemadein substantiatedcases� Serviceentryanddeparturecompensationforseniormem- bersofmanagementmustbeapprovedbytheCompensation Committeeregardlessoftheamount� 5.6. Share Subscription Scheme and Employee Share Ownership Plan Thereisachoiceoftwoplansfortheproportionoftheshort- termvariableremunerationdrawnasshares:ShareSubscription SchemeandEmployeeShareOwnershipPlan� Share Subscription Scheme SinceJanuary2003,employeesoftheGroupcompaniesinSwit- zerlandthatareentitledtodrawsharescansubscribetoshares atapreferentialprice–thisincludesthemembersofexecutive managementoftheforeigncompaniessince2008;thistakes theshort-termvariableremunerationdueintoaccount�The subscriptiondateisalways1March;onthisdaytheownership ofthesharesistransferredtotheemployeewithoutfurther vesting conditions� However, they may not be sold during ablockingperiodofthreeyears�Until2011,thesubscription datewas1June�Bybringingitforwardto1March,thesubscrip- tion date is in line with the payout date for the short-term variable remuneration according to the new Performance ManagementSystem� ThesubscriptionpriceisspecifiedbytheCorporateExecutive Committeeeachyearandispublishedinadvanceonthein- tranet�Itisbasedonavolume-weightedaveragepriceofacon- temporarymeasuringperiod�Adiscountof10%isgrantedon theaveragepricecalculatedusingthismethod(comparedetails inthetable)�ThesharesrequiredfortheShareSubscription Schemearepurchasedonthemarket� Measuring period for average price Average price Subscription price 6.-17. 2.2012 72.87 65.58 3.-16.5.2011 91.58 82.43 CHF Share Subscription Scheme 2012 (applies to variable renumeration awarded for the 2011 reporting period ) Share Subscription Scheme 2011 (applies to shares purchased by the Chairman and members of the Board of Directors in the reporting period) Employee Share Ownership Plan SinceMay2001,themajorityofseniorstaffinSwitzerlandcan drawaproportion–freelyselectablewithincertainranges–of theirshort-termvariableremunerationinsharesinsteadofin cash�Upperlimitsexistforthemostseniorexecutives;members oftheCorporateExecutiveCommittee,whoareobligedtodraw atleasthalfoftheirshort-termvariableremunerationasshares maynotdrawmorethan50%oftheirentitlementinEmployee ShareOwnershipPlanshares�AswiththeShareSubscription Scheme,thesubscriptiondateisalways1March;onthisday ownershipofthesharesistransferredtotheemployeewithout furthervestingconditions�However,theymaynotbesolddur- ingablockingperiodofthreeyears�Until2011,thesubscription datewas1June�Bybringingitforwardto1March,thesubscrip- tiondateisinlinewiththepayoutdateforshort-termvariable remunerationaccordingtothenewPerformanceManagement System� ThesubscriptionpriceisspecifiedbytheCorporateEx- ecutiveCommitteeeachyearandpublishedinadvanceonthe intranet�Itisbasedonavolume-weightedaveragepriceof acontemporarymeasuringperiod�Thediscounteddividend rightisdeductedfromthisaveragepriceoveraperiodofthree years(comparedetailsinthetable)�Thesharesrequiredfor theShareOwnershipPlanarepurchasedonthemarket� 64 Corporate Governance Corporate Governance Report including Compensation Report Measuring period for average price Average price Subscription price 6.-17.2.2012 72.87 59.84 3.-16.5.2011 91.58 79.88 CHF Employee Share Ownership Plan 2012 (applies to variable renumeration awarded for the 2011 reporting period ) Employee Share Ownership Plan 2011 (applies to shares purchased by the Chairman of the Board of Directors in the reporting period) InordertoincreasetheimpactofthisEmployeeShareOwner- shipPlan,eachemployeereceivesaninterest-bearingloanon marketterms,whichallowstheemployeetodrawmoreshares inrelationtotheinvestedcapitalgrantedatfairvaluelessthe discounteddividendrightoverathree-yearperiod�Therepay- mentoftheloanafterthethree-yearblockingperiodishedged usingaputoption,whichisfinancedbythesaleofacomple- mentarycalloption�Afterthethree-yearblockingperiodhas expired,thesharesremainingaftertheoptionshavebeenex- ercised,lesstherepaymentoftheloanandtheinterestaccrued, areplacedattheemployee'sdisposal� 5.7. Employee Participation Plan TheBaslerFoundationforEmployeeParticipation,setupin 1989,offersemployeesfromvariousGroupcompaniesinSwit- zerlandtheoptionofbuyingsharesoftheBâloiseHoldingLtd atapreferentialprice,asaruleonceayear,accordingtostipu- lationslaiddownintheregulationsestablishedbythefounda- tionboard�Thispromoteslong-termemployeecommitmentto thecompany,alsoasshareholders�Thesubscriptionpriceis determinedbythefoundationboardatthebeginningofthe subscriptionperiodandpublishedontheintranet�Itisequiva- lenttohalfthevolume-weighted,averagemarketpricedetermined forthemonthofAugustinthesubscriptionyearandamounts toCHF34�80(2010:CHF41�90)forthereportingperiod�The subscribedsharesarealwaystransferredon1Septemberand aresubjecttoablockingperiodofthreeyears� Thefoundationacquiredthestockemployedforthispurpose duringearliercapitalincreasesofBâloiseHoldingLtd�Itregu- latesthestockofsharesasrequiredthroughadditionalpur- chasesonthemarket�Thefoundationwillbeabletocontinue thisEmployeeParticipationPlaninthecomingyearsdueto existingstocks� Thefoundationismanagedbyaboardthatispredominant- lyindependentoftheCorporateExecutiveCommittee�Peter Schwager(Chairman)andDrHeinrichKoller(solicitor)func- tionasindependentmembersofthefoundationcouncil;the thirdmemberisAndreasBurki(DeputyHeadofLegalandTax Baloise)� EMPLOyEE PARTICIPATION 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) 2010 2011 170,842 172,385 31.8.2013 31.8.2014 41.90 7.2 14.3 3,189 1,876 91.1 34.80 6.0 12.1 3,150 1,897 90.8 Corporate Governance Corporate Governance Report including Compensation Report 65 5.8. Pension schemes Baloiseprovidesseveraldifferentpensionsolutionsthatare designedtosuitdifferentcountry-specificcircumstances�There aredifferentpensionschemesavailableinSwitzerlandforthe employeesoftheinsurancecompanyandthebank� BaloiseInsuranceoffersitsemployeesinSwitzerlandanat- tractivepensionsolutionaspartofthe2ndpillar,whichfulfils thefollowingobjectives: → Itmeetstherequirementsoftheinsuredshouldthefol- lowingriskeventsoccur:oldage,deathorinvalidity;and itabsorbstheresultingeconomicconsequenceswithan occupationalpensionbasedonsocialpartnership� → Itpermitsanappropriatemaintenanceofalifestyle enjoyedtodatewithasufficientlyhighsubstitutionrate (1stand2ndpillarbenefitscombined)toreplacediscon- tinuedearnings� → Theemployermakesanabove-averagecontributionto financingofoccupationalpensions� → Itisforward-looking,sound,canbecalculatedandisrea- sonablypriced� TheChairmanoftheBoardofDirectorsandthemembersof theCorporateExecutiveCommitteeareinsuredinthepension schemeofBaloiseInsuranceLtd�Thesametermsapplytothem astoallotherinsuredofficestaff� 5.9. Remuneration to members of the Board of Directors (including Chairman) Seetablesonpages68and69� ThemembersoftheBoardofDirectorsreceivealumpsum paymentfortheirparticipationontheBoardaswellasforad- ditionalfunctionsperformedontheBoardcommittees�The amounthasremainedunchangedsince2008� Since2006membersoftheBoardofDirectorshavebeen paidout25%oftheirannualremunerationinsharesthatare blockedforaperiodofthreeyears�AswiththeShareSubscrip- tionSchemeformanagement,membersoftheCorporateEx- ecutive Committee are also granted a 10% discount on the marketprice�MembersoftheCorporateExecutiveCommittee donotparticipateinanyemployeestockownershipschemethat islinkedtoachievingspecificperformancetargets� Noclaimtoreceivablesfromactiveorformermembersof theBoardofDirectorswaswaived� TheChairmanoftheBoardofDirectorsalsoreceivesafixed compensationsum,howeverheisnotentitledtoanyvariable remuneration�Thismeansthathereceivesneitherperformance remunerationnoranallocationfromtheperformancepoolnor anyallocationofPSU�Approximatelyonequarterofhisbasic payisdrawninshares,wherebyhecanchoosefreelyeachyear whetherhedrawsthemaccordingtotheShareSubscription SchemeortheEmployeeShareOwnershipPlan�Inorderto emphasisethelong-termnatureofhiscommitment,hisshares thataredrawnfromtheShareSubscriptionSchemearesubject toablockingperiodoffiveinsteadofthreeyears� 5.10. Remuneration to members of the Corporate Executive Committee Seetablesonpages70to73� TheremunerationtothemembersoftheCorporateExecutive Committeeisdeterminedinaccordancewiththeremuneration directiveandremunerationrulesissuedbytheBoardofDirec- tors�Itconsistsofthebasicsalaryplustheperformanceremu- nerationbasedontheindividualperformance(targetvalue30% ofthebasicsalary)andtheperformancepool,whichreflects thecorporateperformanceasassessedbytheCompensation Committee�ThemembersoftheCorporateExecutiveCommit- teearealsoallocatedperformanceshareunits(PSU)asalong- termvariableremunerationelement�Thetypeandscopeofthe remunerationisdeterminedbytheCompensationCommittee� Inordertostrengthenthecommonalityofinterestswiththe shareholders,themembersoftheCorporateExecutiveCom- mitteemustdrawatleast50%oftheirshort-termvariablere- munerationinshares�Theseobligatorysharesubscriptionsand thesharesallocatedaspartofthePSUprogrammemeanthat, comparedtothemarket,ahighproportionoftheremuneration ismadeasadeferredpayment� Theindividualtargetskeystocalculatingtheperformance remunerationare,besidesthesuccessfulmanagementofthe ownGroupdivision,mainlyimportantprojectsandinitiatives forwhichtherespectiveCorporateExecutiveCommitteemem- berisresponsible�For2011allmembersoftheCorporate 66 Corporate Governance Corporate Governance Report including Compensation Report nomicvaluecreationofthecompany,itcanalsoreflectthe negativedevelopmentoftheshareprice� 5.11. Loans to key personnel Seetableonpage74� 5.12. Participations and options Seetablesonpages75and76� 5.13. Amounts of the total remuneration and the variable payments Seetableonpage67� Compliantwiththecircular10/1oftheFederalFinancial SupervisoryAuthorityonremunerationsystems,Baloisepub- lishesthesumsofthetotalremunerationandthevariablepay- mentsinthetableonpage67andgivesdetailsregardingthe amountofoutstanding,deferredremunerationaswellasany serviceentryanddeparturecompensationgranted�Thefigures containallremunerationelementsthatwereawardedforthe 2011fiscalyear,evenifindividualpartswillonlybepaidoutat alaterdate� Thevariableremunerationelementsawardedforthe2010 fiscalyearhadnotbeendeterminedwhenlastyear’sCompen- sationReportwenttoprint,whichiswhythedetailsgivenwere partiallybasedonestimates�Inthereportathand,theprevious year’sfiguresthatwerebasedonestimateshavebeenreplaced bytheactualamountsinordertoensureameaningfulcom- parisontothepreviousyear�Nosignificantdifferenceshave emergedbetweenthoseestimatesandtheeffectivefigures� ExecutiveCommitteewillincludetheembeddingofacommon setofvaluesinBaloise�Individualtargetsaresetinconsultation withtherespectivesupervisingmanagerandapprovedbythe CompensationCommittee�Baloisecannotdisclosefurtherde- tailsorquantificationregardingtheindividualtargetsortheir degreeofattainmentduetocompetitivereasons� Thedisclosureoftheremunerationtothemembersofthe CorporateExecutiveCommitteeofthe2011financialreporting onpages72and73isperformedaccordingtotheso-calledac- crualprincipleforthefirsttime:Allremunerationelementsare containedinthetablethatwereawardedforperformancesdur- ingthe2011fiscalyear,evenifindividualpartswillonlybepaid outlater�Bringingthesubscriptiondateoftheindividualpay- mentprogrammesforwardwillmakeitpossibleinfutureto recordthedefinitiveemolumentsforthereportingperiod�The tablewiththepreviousyear’sfigures(pages70and71)hasbeen adaptedinordertoensureameaningfulcomparisontothe previousyear�Itthereforecontainsallremunerationawarded forthe2010fiscalyearregardlessofthepayoutdate� ThebasicsalariesoftheCorporateExecutiveCommittee remainedunchangedin2011�Thetotalsumofremuneration forthemembersoftheCorporateExecutiveCommitteedecreased byanominal12%comparedtothepreviousyear�Thiscanbe ascribedtoseveralfactors:Theproportionofshort-termvari- ableremunerationin2011liesdistinctlybelowtheprevious year’svalue�TheCompensationCommitteereducedthealloca- tionfromtheperformancepoolfor2011versustheexpected valueofpreviousyearsby30%�Theunsatisfactoryshareper- formancein2011alsoledtoamarkedreductionofearnings gainedfromtheconversionofPSU�Sothereductionofthe performancefactorfrom1�24to0�64andthelowershareprice ontheconversiondatefromCHF91�00toCHF64�40meanthat thevalueofaPSUconvertedintoshareswas63%lowerthanin thepreviousyear�Furthermore,theallocationofPSUsthatwere convertedduringthepreviousyearislowerfortwomembers oftheCorporateExecutiveCommitteebecausetheydidnot holdtheircurrentpostsatthetime�OnememberoftheCor- porateExecutiveCommitteereceivedareducedsalarydueto takingunpaidleave�Thesefactorsandalsothechangesinper- sonnelontheCorporateExecutiveCommitteemustbeconsid- eredinordertoachieveanobjectivecomparison�Thereduction oftotalremunerationthuscalculatedamountsto22%,there- ductioninvariableremuneration43%�Thesefiguresshowthat whilethevariableremunerationisstronglytiedtotheeco- Corporate Governance Corporate Governance Report including Compensation Report 67 TOTAL AND VARIABLE REMUNERATION BALOISE GROUP 2010 Cash payment Shares Prospective entitlements Total Cash payment Shares Prospective entitlements 2011 Total Total remuneration in CHF million Total variable remuneration (total pool) 808.6 7.2 7.1 822.9 757.1 5.1 7.4 769.6 in CHF million Number of beneficiaries 169.9 6,776 7.2 251 7.1 70 184.2 149.5 6,657 5.1 173 7.4 73 162.0 of which commission / brokerage to the insurance sales force employees in CHF million of which other variable remuneration elements in CHF million Total outstanding deferred remuneration in CHF million Debits / credits from remuneration for previous fiscal years recognised in profit and loss 111.9 0.0 0.0 111.9 96.6 0.0 0.0 96.6 57.9 7.2 7.1 72.2 52.9 5.1 7.4 65.4 0.0 67.0 20.3 87.3 0.0 48.5 21.0 69.5 in CHF million 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total recruitment payments made in CHF million Number of beneficiaries Total severance payments made in CHF million Number of beneficiaries 0.3 3 3.1 86 0.0 0 0.0 0 0.0 0 0.0 0 0.3 3.1 0.1 3 4.9 73 0.0 0 0.0 0 0.0 0 0.0 0 0.1 4.9 Explanatory notes to table: the table contains all remuneration elements that were awarded for the respective fiscal year, even if individual parts will only be paid out later. Total remuneration all cash-value benefits that the financial institution awards directly or indirectly to a person for work performance in connection with his employment contract or function; for example cash payments, non-cash benefits, expenses that justify or increase pension entitlements, annuities, allocation of participation, conversion and option rights as well as waiving any claims. Variable remuneration portion of total remuneration whose adjustment or amount is at the discretion of the financial institution or depends on the occurrence of agreed conditions, including performance or success-related compensation such as kickbacks and commissions. Service entry and departure compensation are likewise contained under the item variable remuneration. Total pool Sum of all variable remuneration that a financial institute pays for a fiscal year, independent of form, of a contractual warranty, of the time of allocation and payment as well as any associated conditions and constraints. Service entry and departure compensation paid in the respective fiscal year are assigned to the total pool. Service entry compensation one-off payment agreed when an employment contract is concluded. Facultative compensation for forfeited claims to remuneration from a previous employer is also counted as compensation for service entry. Departure compensation payment agreed regarding the termination of an employment contract. the variable remuneration elements awarded for the 2010 fiscal year had not been determined when last year’s Compensation Report went to print, which is why the details given were partially based on estimates. the previous year’s figures in the table above that were based on estimates have been replaced by the actual amounts in order to ensure a meaningful comparison to the previous year. No significant differences have emerged between those estimates and the effective figures. 68 Corporate Governance Corporate Governance Report including Compensation Report REMUNERATION TO ThE MEMBERS Of ThE BOARD Of DIRECTORS (PREVIOUS yEAR) 2010 Dr Georg f. Krayer vice-Chairman Board of Directors Chair Compensation Committee Deputy Chair Chairman’s Committee and Investment Committee Dr Michael Becker Member 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 Eveline Saupper Member Compensation Committee Total Board of Directors (not including Chairman) Basic remuneration Remuneration for additional functions Additional remuneration Total Of which: in cash Of which: in shares Number of shares 125,000 0 295,000 221,293 73,707 1,009 50,000 50,000 70,000 25,000 50,000 70,000 50,000 50,000 70,000 50,000 70,000 50,000 62,500 125,000 125,000 125,000 125,000 125,000 125,000 937,500 655,000 0 0 0 0 0 0 0 0 87,500 87,500 0 175,000 131,316 43,684 245,000 183,784 61,216 175,000 131,316 43,684 245,000 183,784 61,216 195,000 146,276 48,724 175,000 131,316 43,684 0 598 838 598 838 667 598 1,592,500 1,216,585 375,915 5,146 Explanatory notes to table on page 68: Dr Michael Becker was elected as a new member of the Board of Directors at the annual General Meeting 2010. He therefore received only half of the usual remuneration for 2010. Remuneration to former members of the Board of Directors and related individuals Due to contractual obligations, a one-off payment of CHF 80,000 was paid to a former member of the Board of Directors, in connection with his previous governing body activities in the company. No remuneration was paid to individuals or companies related to members of the Board of Directors or that is not market-standard (closely related individuals: spouses, civil partners, children under 18, companies controlled by or belonging to members of the Board, legal or natural persons who act as fiduciary for them). Furthermore, receivables from this group of persons were not waived. Shares 25 % of the contractually agreed remuneration will be paid in shares, which are blocked for three years. Intrinsic value: Fair value minus 10 % (CHF 73.05, corresponds to Share Subscription Scheme). Explanatory notes to table on page 69: Dr andreas Beerli and Dr Georges-antoine de Boccard were elected as new members of the Board of Directors at the 2011 annual General Meeting. Hence they received only half of the usual remuneration for 2011. prof. Gertrud Höhler resigned from the Board of Directors at the 2011 annual General Meeting as a result of having reached the regulatory age limit. Hence she received only half of the usual remuneration. Since the 2011 annual General Meeting, Dr andreas Burckhardt is the Chairman of the Board of Directors. He received the usual remuneration for his Board and audit Committee membership pro rata temporis until the annual General Meeting. He received – likewise pro rata temporis – the contractually stipulated lump sum compensation as Chairman of the Board of Directors as of 30 april. Shares subscriptions for the period as Chairman of the Board of Directors: 1,260 shares from SSS (CHF 103,682) and 1,301 shares from eSop (CHF 103,916). Furthermore, Baloise provided the regulatory employer contributions to the pension fund (CHF 140,546). Remuneration to former members of the Board of Directors and related individuals Compensation to former members and closely related individuals No remuneration was paid to individuals or companies related to members of the Board of Directors or that is not market-standard (closely related individuals: spouses, civil partners, children under 18, companies controlled by or belonging to members of the Board, legal or natural persons who act as fiduciary for them). Furthermore, receivables from this group of persons were not waived. Shares 25 % of the contractually agreed lump payment are paid in shares that remain blocked for three years. Intrinsic value: Fair value minus 10 % (CHF 82.43; corresponds to Share Subscription Scheme). Corporate Governance Corporate Governance Report including Compensation Report 69 REMUNERATION TO ThE MEMBERS Of ThE BOARD Of DIRECTORS 2011 Dr Andreas Burckhardt Chairman Board of Directors (as of 29 april 2011) Member Board of Directors (until 29 april 2011) Member audit Committee (until 29 april 2011) Dr Georg f. Krayer vice-Chairman Board of Directors Chair Compensation Committee Deputy Chair Chairman’s Committee and Investment Committee Dr Michael Becker Member audit Committee Dr Andreas Beerli Member audit Committee (as of 29 april 2011) Dr Georges-Antoine de Boccard Member Compensation Committee (as of 29 april 2011) Dr hansjörg frei Member Chairman’s Committee and Investment Committee Member audit Committee Prof. Dr Gertrud höhler Member Compensation Committee (until 29 april 2011) Dr Klaus Jenny Member Chairman’s Committee and Investment Committee Deputy Chair Compensation Committee Werner Kummer Chair audit Committee Dr Eveline Saupper Member Compensation Committee Basic remuneration Remuneration for additional functions Additional remuneration Total Of which: in cash Of which: in shares Number of shares 879,778 41,667 0 0 16,666 0 0 879,778 672,000 207,778 2,561 58,333 43,825 14,508 176 125,000 0 295,000 221,308 73,692 894 50,000 50,000 70,000 50,000 25,000 25,000 70,000 50,000 25,000 70,000 50,000 70,000 50,000 125,000 62,500 62,500 125,000 62,500 125,000 125,000 125,000 0 0 0 0 0 0 0 0 0 175,000 131,312 43,688 530 87,500 87,500 87,500 87,500 0 0 0 0 245,000 183,755 61,245 743 87,500 43,812 43,688 530 245,000 183,755 61,245 743 195,000 146,284 48,716 175,000 131,312 43,688 591 530 2,530,611 1,932,362 598,249 7,298 Total Board of Directors 1,858,945 671,666 70 Corporate Governance Corporate Governance Report including Compensation Report REMUNERATION TO ThE ChAIRMAN Of ThE BOARD Of DIRECTORS AND ThE MEMBERS Of ThE CORPORATE ExECUTIVE COMMITTEE (PREVIOUS yEAR) 2010 Dr Rolf Schäuble Chairman of the Board of Directors Dr Martin Strobel Ceo Baloise Group Dr Olav Noack Head of Corporate Division Switzerland Jan De Meulder Head of Corporate Division International German Egloff Head of Corporate Division Finance Dr Thomas Sieber Head of Corporate Division Corporate Center Martin Wenk Head of Corporate Division asset Management Total Corporate Executive Committee Cash compensation Shares Basic salary (fixed) Chf In % of total remuneration Incentive (variable) Chf 1,600,020 43 % 654,209 Employee Participation Plan Chf 4,190 Number of shares 100 Share Subscription Scheme Share Ownership Plan in 2011) Share Awards Employee PSU 2008 (converted into shares Chf Number of shares 654,082 7,935 Number of shares Number of Chf shares Number of PSU 0 824,369 9,059 9,297 Chf 0 Chf 0 Chf 3,736,870 Shares Non-cash benefits Pension Total provisions remuneration 1,300,000 46 % 524,363 4,190 100 524,337 6,361 340,067 3,737 7,554 119,530 2,812,487 680,004 52 % 256,280 700,080 38 % 274,689 0 0 550,020 38 % 226,071 4,190 540,000 34 % 306,641 4,190 0 0 100 100 256,110 3,107 0 0 0 110,730 1,303,124 274,574 3,331 267,813 2,943 4,067 151,104 190,374 1,858,634 225,941 2,741 283,465 3,115 3,196 153,939 1,443,626 164,860 2,000 146,343 1,832 278,278 3,058 3,138 124,916 1,565,228 *500,000 35 % 10,676 0 0 370,935 4,500 99,989 1,252 309,218 3,398 3,486 157,058 1,447,876 4,270,104 41 % 1,598,720 12,570 300 1,816,757 22,040 246,332 3,084 1,478,841 16,251 21,441 151,104 856,547 10,430,975 0 0 0 0 0 Chf 0 0 0 0 0 0 0 0 0 Explanatory notes to the tables on pages 70 and 71: the disclosure of the remuneration to the Chairman of the Board of Directors and the members of the Corporate executive Committee is performed according to the so-called accrual principle for the 2011 financial reporting for the first time: the table on the pages 72 and 73 contains all remuneration elements that were awarded for performances during the 2011 fiscal year, even if individual parts will only be paid out later. Bringing the subscription date of the individual payment programmes forward will make it possible in future to record the definitive emoluments for the reporting period. the table with the previous year’s figures (pages 70 and 71) has been adapted in order to ensure a meaningful comparison to the previous year. the previous year table contains all remuneration awarded in the 2010 fiscal year regardless of the payout date and therefore does not differ from the table published in last year’s Compensation Report. 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, or legal or natural persons who act as a fiduciary for them). Furthermore, receivables from this group of persons were not waived. In 2010 a former member of the Corporate executive Committee received CHF 0.6 million as 7,047 shares from the conversion of pSUs. Half of these shares remains restricted for a further three years. Basic salary Contractually agreed basic salary (gross). *M. Wenk took two months unpaid leave in 2010, his basic salary was reduced accordingly. Incentive portion of variable, performance-related remuneration paid in cash (gross). Employee Participation Plan Remuneration component resulting from the purchase of employee shares at a preferential price. Calculation: Market value minus subscription price = payment in kind = CHF 49.10. Share Subscription Scheme portion of incentive (variable remuneration) drawn directly in shares. Calculation: Fair value minus 10 % discount = CHF 82.43. Employee Share Ownership Plan portion of incentive (variable remuneration) drawn in shares (excluding shares financed by a loan). Calculation: Fair value minus discounted dividend right over three years = CHF 79.88. Performance share units (PSU) prospective entitlements: entitlements that confer a right to acquire shares at a future date, subject to achieving pre-determined performance targets. 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 three-year performance period), because only then can a reliable estimate be provided and only then have they actually been earned. Corporate Governance Corporate Governance Report including Compensation Report 71 Employee Share Ownership Plan PSU 2008 (converted into shares in 2011) Share Awards Shares Non-cash benefits Pension provisions Total remuneration Chf 0 0 0 0 0 Number of shares Chf Number of shares Number of PSU 0 824,369 9,059 9,297 0 0 0 0 340,067 3,737 7,554 0 0 0 283,465 3,115 3,196 Chf 0 0 0 Chf 0 Chf 3,736,870 119,530 2,812,487 110,730 1,303,124 0 0 0 153,939 1,443,626 124,916 1,565,228 157,058 1,447,876 267,813 2,943 4,067 151,104 190,374 1,858,634 REMUNERATION TO ThE ChAIRMAN Of ThE BOARD Of DIRECTORS AND ThE MEMBERS Of ThE CORPORATE ExECUTIVE COMMITTEE (PREVIOUS yEAR) 2010 Dr Rolf Schäuble Chairman of the Board of Directors Dr Martin Strobel Ceo Baloise Group Dr Olav Noack Jan De Meulder German Egloff Head of Corporate Division Switzerland Head of Corporate Division International Head of Corporate Division Finance Dr Thomas Sieber Head of Corporate Division Corporate Center Martin Wenk Head of Corporate Division asset Management Total Corporate Executive Committee 680,004 52 % 256,280 700,080 38 % 274,689 0 0 550,020 38 % 226,071 4,190 0 0 100 100 Cash compensation Shares Basic salary (fixed) Employee Participation Plan Incentive (variable) In % of total Chf remuneration Chf 1,600,020 43 % 654,209 Chf 4,190 Number of shares 100 Share Subscription Scheme Chf Number of shares 654,082 7,935 1,300,000 46 % 524,363 4,190 100 524,337 6,361 256,110 3,107 274,574 3,331 225,941 2,741 540,000 34 % 306,641 4,190 164,860 2,000 146,343 1,832 278,278 3,058 3,138 *500,000 35 % 10,676 0 0 370,935 4,500 99,989 1,252 309,218 3,398 3,486 4,270,104 41 % 1,598,720 12,570 300 1,816,757 22,040 246,332 3,084 1,478,841 16,251 21,441 151,104 856,547 10,430,975 Shares from converted PSU pSU allocated in 2008 were converted into shares on 1 January 2011. at the end of the performance period on 31 December 2010, the performance of the Baloise share held the 12th rank of 31 companies within the reference group (StoXX europe 600 Insurance Index), in other words, it was in the 2nd quartile. thus the performance factor was 1.24, and the 51,880 outstanding pSU were converted into 64,335 shares (market price on 31.12.2010: CHF 91.00, fair value CHF 5.9 million). Half of these shares remain blocked for three years yet. Non-cash benefits Basis: all elements of remuneration in compliance with the Swiss salary certificate. the tables contain, besides gifts for length of service, also refunds for travel and accommodation expenses and non-cash benefits (use of a company car) to one member of the Corporate executive Committee who has a secondary residence abroad. Pension provisions employer contributions to the pension scheme as well as the maintenance of protection against invalidity in the home country for one member of the Corporate executive Committee who has a secondary residence abroad. 72 Corporate Governance Corporate Governance Report including Compensation Report REMUNERATION TO ThE ChAIRMAN Of ThE BOARD Of DIRECTORS AND ThE MEMBERS Of ThE CORPORATE ExECUTIVE COMMITTEE 2011 Dr Rolf Schäuble Chairman of the Board of Directors (until 29 april 2011) Dr Martin Strobel Ceo Baloise Group Michael Müller Cash compensation Shares Basic salary (fixed) Variable compensation Employee Participation Plan Chf In % of total remuneration Chf 800,010 54 % 180,000 Chf 0 Number of shares 0 Share Subscription Scheme Share Ownership Plan in 2012) Share Awards Employee PSU 2009 (converted into shares Chf 0 Number of shares 0 Number of shares Number of Chf shares Number of PSU 0 500,195 7,767 8,792 Chf 0 Chf 0 Chf 1,480,205 Shares Non-cash benefits Pension Total provisions remuneration 1,300,000 54 % 372,175 3,480 100 172,082 2,624 199,993 3,342 187,597 2,913 7,143 154,060 2,389,387 366,168 52 % 83,267 3,480 100 163,950 2,500 45,080 700 45,350 707,295 Head of Corporate Division Switzerland (as of 22 March 2011) Dr Olav Noack 680,004 69 % 25,555 Head of Corporate Division Switzerland (until 21 March 2011) Jan De Meulder Head of Corporate Division International German Egloff Head of Corporate Division Finance Dr Thomas Sieber Head of Corporate Division Corporate Center Martin Wenk Head of Corporate Division asset Management Total Corporate Executive Committee 700,080 46 % 182,434 550,020 46 % 120,283 3,480 540,000 46 % 183,966 3,480 0 0 0 0 100 100 25,445 388 82,432 1,280 56,160 121,626 991,222 182,378 2,781 128,864 2,001 3,847 116,310 204,583 1,514,649 131,160 2,000 82,144 1,373 137,558 2,136 3,022 167,386 1,192,031 65,580 1,000 127,779 2,135 135,047 2,097 2,968 129,197 1,185,049 600,000 49 % 156,407 3,480 100 156,343 2,384 0 0 150,052 2,330 3,297 162,498 1,228,780 4,736,272 51 % 1,124,087 17,400 500 896,938 13,677 409,916 6,850 866,630 13,457 20,277 172,470 984,700 9,208,413 Chf 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Explanatory notes to the tables on pages 72 and 73: the disclosure of the remuneration is performed according to the so-called accrual principle for the first time in 2011. the table contains all remuneration elements that were awarded for performances provided during the 2011 fiscal year, even if individual parts will only be paid out later. Dr andreas Burckhardt as Chairman of the Board of Directors has no executive function. For this reason his compensation is disclosed on page 69 (remuneration for the Board of Directors). Dr Rolf Schäuble received his previous monthly salary until the ordinary period of notice expired on 30 June 2011. He was additionally awarded performance pay for 2011 amounting to CHF 180,000. the basic salary of Michael Müller is considered on a pro rata basis as of 22 March 2011. Dr olav Noack receives his previous monthly salary until the ordinary period of notice expires on 31 March 2012. 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, or legal or natural persons who act as a fiduciary for them). Furthermore, receivables from this group of persons were not waived. Employee Participation Plan Remuneration components resulting from the purchase of employee shares at a preferential price (2011: CHF 34.80). Calculation: market value minus subscription price = payment in kind. Share Subscription Scheme portion of variable remuneration drawn directly in shares. Calculation: fair value minus 10 % discount. Subscription price = CHF 65.58. Employee Share Ownership Plan portion of variable remuneration drawn in shares(excluding shares financed by a loan). Calculation: Fair value minus discounted dividend right over 3 years. Subscription price = CHF 59.84. Performance share units (PSU) the value of prospective entitlements is only added to the total remuneration when they are actually converted into shares (i. e. at the end of the three-year performance period), since only then can they be reliably estimated and only then have they actually been earned. the mathematical value of a pSU at the time of allocation amounted to CHF 84.70 (calculation according to Monte Carlo simulation). the prospective entitlements allocated to Michael Müller in January 2011 are not listed because these relate to his former function as member of executive management in Switzerland. Basic salary (fixed) compensation Employee Participation Plan Share Subscription Scheme Employee Share Ownership Plan PSU 2009 (converted into shares in 2012) Share Awards In % of total Chf remuneration Chf 800,010 54 % 180,000 Chf 0 Number of shares 0 Chf 0 Number of shares 0 Chf 0 Number of shares Chf Number of shares Number of PSU 0 500,195 7,767 8,792 1,300,000 54 % 372,175 3,480 100 172,082 2,624 199,993 3,342 187,597 2,913 7,143 Head of Corporate Division Switzerland (as of 22 March 2011) Head of Corporate Division Switzerland (until 21 March 2011) 366,168 52 % 83,267 3,480 100 163,950 2,500 680,004 69 % 25,555 700,080 46 % 182,434 0 0 25,445 388 182,378 2,781 0 0 0 0 0 0 45,080 700 82,432 1,280 0 0 128,864 2,001 3,847 116,310 204,583 1,514,649 Corporate Governance Corporate Governance Report including Compensation Report 73 Shares Non-cash benefits Pension provisions Total remuneration Chf 0 0 0 Chf 0 Chf 1,480,205 154,060 2,389,387 45,350 707,295 56,160 121,626 991,222 550,020 46 % 120,283 3,480 131,160 2,000 82,144 1,373 137,558 2,136 3,022 540,000 46 % 183,966 3,480 65,580 1,000 127,779 2,135 135,047 2,097 2,968 600,000 49 % 156,407 3,480 100 156,343 2,384 0 0 150,052 2,330 3,297 0 0 0 167,386 1,192,031 129,197 1,185,049 162,498 1,228,780 4,736,272 51 % 1,124,087 17,400 500 896,938 13,677 409,916 6,850 866,630 13,457 20,277 172,470 984,700 9,208,413 Shares from converted PSU pSU allocated in 2009 were converted into shares on 1 January 2012. at the end of the performance period on 31 December 2011, the performance of the Baloise share held the 24th rank of 34 companies within the reference group (StoXX europe 600 Insurance Index), in other words, it was in the third quartile. thus the performance factor was 0.64 and the 33,163 outstanding pSU of the former Chairman of the Board of Directors and the members of the Corporate executive Committee were converted into 21,224 shares (valuated at the share price on 31.12.2011: CHF 64.40). Half of these shares remain blocked for three years yet. Non-cash benefits Basis: all remuneration elements that must be declared according to the salary statement. this also includes refunds for travel and accommodation expenses and payments in kind (use of a company car) to one member of the Corporate executive Committee who has a secondary residence abroad or advisory services in connection with the retirement of one member of the Corporate executive Committee. Pension provisions employer contributions to the pension scheme as well as the maintenance of protection against invalidity in the home country for one member of the Corporate executive Committee who has a secondary residence abroad. REMUNERATION TO ThE ChAIRMAN Of ThE BOARD Of DIRECTORS AND ThE MEMBERS Of ThE CORPORATE ExECUTIVE COMMITTEE Cash compensation Shares Variable Chairman of the Board of Directors (until 29 april 2011) 2011 Dr Rolf Schäuble Dr Martin Strobel Ceo Baloise Group Michael Müller Dr Olav Noack Jan De Meulder German Egloff Head of Corporate Division International Head of Corporate Division Finance Dr Thomas Sieber Head of Corporate Division Corporate Center Martin Wenk Head of Corporate Division asset Management Total Corporate Executive Committee 0 0 100 100 74 Corporate Governance Corporate Governance Report including Compensation Report 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 2010 2011 2010 2011 2010 2011 2010 in CHF Dr Andreas Burckhardt Chairman (as of 29 april 2011) Member (until 29 april 2011) Dr Rolf Schäuble Chairman (until 29 april 2011) Dr Georg f. Krayer vice-Chairman Dr Michael Becker Member Dr Andreas Beerli Member Dr Georges-Antoine de Boccard Member Dr hansjörg frei Member Prof. Dr Gertrud höhler Member (until 29 april 2011) Dr Klaus Jenny Member Werner Kummer Member Dr Eveline Saupper Member Total Board of Directors Corporate Executive Committee member with the highest outstanding loan Dr Thomas Sieber 0 0 0 0 n / a n / a 0 0 0 0 0 0 0 0 581,494 n / a 0 0 0 0 0 n / a 0 0 0 0 0 0 0 n / a n / a 0 0 0 0 0 0 n / a 0 0 0 0 0 n / a 0 0 0 581,494 Head of Corporate Division Corporate Center 1,000,000 1,000,000 2,369,550 2,403,567 Other members of the Corporate Executive Committee 3,625,000 2,575,000 5,903,515 3,395,844 Total Corporate Executive Committee 4,625,000 3,575,000 8,273,065 5,799,411 0 0 0 0 n / a n / a 0 0 0 0 0 0 0 0 0 Total 2011 581,494 n / a 0 0 0 0 0 n / a 0 0 0 581,494 0 n / a 0 0 0 0 0 n / a 0 0 0 0 0 0 0 0 n / a n / a 0 0 0 0 0 0 0 3,369,550 3,403,567 0 9,528,515 5,970,844 0 12,898,065 9,374,411 Explanatory notes to the table: Credits and loans No loans and advances that are not market standard have been granted to a) former members of the Board of Directors or 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 ESOP (Employee Share Ownership Plan) Loans to increase the leverage of the eSop (compare “5.6. Share Subscription Scheme and employee Share ownership plan”). Interest is charged on the loans at prevailing interest rates (2011: 3 %) over a term of three years. a loan of CHF 0.2 million to a former member of the Corporate executive Committee still exists from the employee Share ownership plan. Other loans No other policy loans exist. Corporate Governance Corporate Governance Report including Compensation Report 75 ShARES hELD By MEMBERS Of ThE BOARD Of DIRECTORS (31 DECEMBER) free float shares Restricted shares Share ownership total Percentage of issued share capital 2010 2011 2010 2011 2010 2011 2010 2011 Number Dr Andreas Burckhardt Chairman (as of 29 april 2011) Dr Georg f. Krayer vice-Chairman Dr Michael Becker Member Dr Andreas Beerli Member Dr Georges-Antoine de Boccard Member Dr hansjörg frei Member Prof. Dr Gertrud höhler Member (until 29 april 2011) Dr Klaus Jenny Member Werner Kummer Member Dr Eveline Saupper Member Total Board of Directors percentage of issued share capital 670 1,093 2,571 12,105 3,241 13,198 0.006 % 0.026 % 33,186 34,069 3,819 3,830 37,005 37,899 0.075 % 0.076 % 1,000 1,000 1,000 1,530 2,000 2,530 0.004 % 0.005 % n / a n / a 710 670 0 0 n / a 1,000 n / a 1,000 n / a 0.002 % n / a 1,000 n / a 1,000 n / a 0.002 % 1,303 3,201 3,351 3,911 4,654 0.008 % 0.009 % n / a 2,571 n / a 3,241 n / a 0.006 % n / a 18,928 19,521 3,201 3,351 22,129 22,872 0.044 % 0.046 % 1,174 1,813 2,752 2,871 3,926 4,684 0.008 % 0.009 % 670 57,008 0.114 % 1,093 59,892 0.120 % 2,571 21,686 0.043 % 2,678 31,716 0.063 % 3,241 78,694 0.157 % 3,771 91,608 0.183 % 0.006 % 0.157 % 0.008 % 0.183 % Explanatory notes to table: Shareholdings Including shares held by closely related individuals (spouses, civil partners, children under 18, companies controlled by or belonging to members of the Board, legal or natural persons who act as fiduciary for them). Restricted shares Shares subscribed through the share-based remuneration programmes are subject to a three-year blocking period. the blocking period for shares subscribed through the Share Subscription Scheme by the Chairman of the Board of Directors is five years. 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 of Directors do not hold option on Baloise shares. 76 Corporate Governance Corporate Governance Report including Compensation Report ShARES hELD By MEMBERS Of ThE CORPORATE ExECUTIVE COMMITTEE (31 DECEMBER) Number Dr Rolf Schäuble Chairman of the Board of Directors (until 29 april 2011) Dr Martin Strobel Ceo Baloise Group Jan De Meulder free float shares Restricted shares Share ownership Total Percentage of issued share capital Number of share awards (PSU) 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 60,201 n / a 30,183 n / a 90,384 n / a 0.181 % n / a 28,739 n / a 1,852 6,036 39,751 28,464 41,603 34,500 0.083 % 0.069 % 15,119 19,248 Head of Corporate Division International 1,566 3,501 4,576 8,915 6,142 12,416 0.012 % 0.025 % 9,567 11,041 German Egloff Head of Corporate Division Finance 4,675 8,333 36,645 24,655 41,320 32,988 0.083 % 0.066 % 9,046 9,556 Michael Müller Head of Corporate Division Switzerland (as of 22 March 2011) Dr Olav Noack Head of Corporate Division Switzerland (until 21 March 2011) Dr Thomas Sieber Head of Corporate Division Corporate Center Martin Wenk Head of Corporate Division asset Management Total members of the Corporate Executive Committee percentage of issued share capital n / a 1,271 n / a 3,957 n / a 5,228 n / a 0.010 % n / a 3,184 120 n / a 3,721 n / a 3,841 n / a 0.008 % n / a 8,078 n / a 400 2,864 38,716 43,539 39,116 46,403 0.078 % 0.093 % 8,881 9,383 2,600 6,600 38,287 43,314 40,887 49,914 0.082 % 0.100 % 9,867 10,424 71,414 28,605 191,879 152,844 263,293 181,449 0.527 % 0.363 % 89,297 62,836 0.143 % 0.057 % 0.384 % 0.306 % 0.527 % 0.363 % Explanatory notes to table: Shareholdings Including shares held by closely related individuals (spouses, civil partners, children under 18, companies controlled by or belonging to members of the Board, legal or natural persons who act as fiduciary for them). Restricted shares Including shares from the employee Share ownership plan financed by a loan. Shares subscribed through share-based remuneration schemes are subject to a three-year blocking 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 connection with the employee Share ownership plan are not listed here because they do not originate from a stand-alone option plan, but are written rather 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 1.1.2009, 1.1.2010 and 1.1.2011). Corporate Governance Corporate Governance Report including Compensation Report 77 6. ShAREhOLDER PARTICIPATION RIGhTS Voting rights ThesharecapitalofBâloiseHoldingconsistsexclusivelyofreg- isteredshares�Eachsharegrantstherighttoonevote�There arenoshareswithpreferentialvotingrights�Inordertomain- tainabroadshareholderbaseandprotectminoritysharehold- ers,noshareholderisregisteredwithvotingrightsofmorethan 2%,irrespectiveofthenumberofsharesheld�TheBoardof Directorsmayapproveexceptionstothisrulewithatwo-thirds majorityofallmembers(§5oftheArticlesofIncorporation)� Therearecurrentlynoexceptions�Eachshareholdermayau- thoriseanothershareholdertoexercisehis/hervotingrights inwriting�Inexercisingvotingrights,noshareholdermaydi- rectlyorindirectlyaggregatehis/herownandproxyvotesto securemorethanafifthofallvotingrightsattheAnnualGen- eralMeeting(§16oftheArticlesofIncorporation)� Statutory quorums TheAnnualGeneralMeetinghasaquorum,irrespectiveofthe numberofshareholdersandproxyvotespresent,subjecttothe obligatorycasesasprescribedbylaw(§17oftheArticlesofIn- corporation)� A waiver of statutory voting right restrictions requires aquorumofatleastthree-quartersofthevotesrepresentedat theAnnualGeneralMeeting,whichatthesametimemustalso totalatleastonethirdofallsharesissuedbythecompany�This qualifiedmajorityalsoappliestoothercasesspecifiedin§17 section3a–hoftheArticlesofIncorporation�Otherwisereso- lutionsareadoptedbyasimplemajorityofshare-basedvotes cast,subjecttomandatorystatutoryprovisions(§17ofthe ArticlesofIncorporation)� Convening the Annual General Meeting Asarule,theAnnualGeneralMeetingisheldinApril,butno laterthansixmonthsaftertheendofthefiscalyear�TheBâloise Holdingfiscalyearendson31December�Atleast20days’ noticeofanAnnualGeneralMeetingisgiven�Everyregistered shareholderreceivesapersonalinvitationandanagenda�The invitationandtheagendaarepublishedintheSwissOfficial Gazette of Commerce, in various newspapers and on the Internet� ExtraordinaryGeneralMeetingsmaybeconvenedbyreso- lutionoftheAnnualGeneralMeeting,theBoardofDirectors ortheauditors�Furthermore,anExtraordinaryGeneralMeet- ingmustbeconvenedbytheBoardofDirectorsattherequest ofshareholdersincompliancewithlegalstipulations(§11of theArticlesofIncorporation)�Forsucharequesttobegranted, theshareholdersmustrepresentatleast10%ofthesharecapi- tal,incompliancewitharticle699section3oftheSwissCode ofObligations� Inclusion of agenda items Oneormoreshareholders,whotogetherrepresentshareswith afacevalueofatleastCHF100,000mayapplyunder§699 paragraph3oftheSwissCodeofObligationstohaveitems placedontheagenda�Suchapplicationsmustbesubmittedin writingtotheBoardofDirectorsnolaterthansixweeksbefore theregularAnnualGeneralMeeting,detailingthemotionsto beputtotheAnnualGeneralMeeting(§14oftheArticlesof Incorporation)� Entry in the share register Shareholders,whoareregisteredwithanentitlementtovotein theshareregisteronthecut-offdate,whichisafewdaysprior totheAnnualGeneralMeeting,specifiedbytheBoardofDirec- torsintheinvitation,areentitledtovoteattheAnnualGen- eralMeeting(§16oftheArticlesofIncorporation)� Theadmissibilityofnomineeregistrations,withreference topossiblepercentageclausesandregistrationrequirements aregovernedby§5oftheArticlesofIncorporation�Procedures andrequirementsforrevokingandrestrictingtransferability aregovernedbytheprovisionsof§5and§17� www.baloise.com → Responsibility → Corporate Governance → Rules and regulations www.baloise.com → Investor relations → IR Agenda 7. ChANGE Of CONTROL AND DEfENSIVE ACTION Uponacquiring33%ofallBaloiseshares,shareholdersorgroups ofshareholdersactinginconcertareobligedtosubmitatake- overbidtoallremainingshareholders�BâloiseHoldinghasnot optedtomodifyorwaivethisrule�Thereisneitherastatutory opting-outnoropting-upclause,asspecifiedintheFederalStock ExchangesandSecuritiesTradingAct(StockExchangeAct)� AllsixmembersoftheCorporateExecutiveCommitteeand theChairmanoftheBoardofDirectorshaveatwelvemonth noticeperiod�Inaddition,theyare,asarefourothermembers oftheexecutivemanagement,entitledtoaseverancepayment amountingtooneannualsalary(includingvariableremunera- tion),intheeventthattheiremploymentrelationshipistermi- natedwithintwelvemonthsafterachangeofcontrol,dueto 78 Corporate Governance Corporate Governance Report including Compensation Report atakeoverormergeroramergerofemployers(undercertain circumstancesalsoofemployees)� 8. AUDITORS TheauditorsareappointedannuallyAnnualGeneralMeeting� PricewaterhouseCoopers AG (PwC) and its predecessor SchweizerischeTreuhandgesellschaft/STG-Coopers&Lybrand havebeentheauditorsofBâloiseHoldingLtdsince1962�Mr MartinFreihasbeentheAuditorinChargesince2007�The rotationoftheAuditorinChargeoccurseverysevenyearsin accordancewithArticle730aparagraph2oftheSwissCodeof Obligations�PwChasauditednearlyallGroupcompaniessince 2005� PRICEWATERhOUSECOOPERS fEES in CHF (rounded to thousands, including outlays and vat) auditing fees Consulting fees tax consultancy and legal advice transaction advice (including due diligence) Corporate Finance Insurance-specific consulting operational consulting Business & It consulting Human Resources other Total 2010 2011 6,749,000 4,945,000 824,000 469,000 113,000 78,000 – – – 87,000 77,000 802,000 352,000 39,000 157,000 133,000 109,000 12,000 – – 7,573,000 5,747,000 the audit fees comprise fees for assignments directly or indirectly related to an existing or future audit contract. Newly included are also the fees for audit-related activities, amounting to CHF 250,000 for the previous year and separately reported, such as queries on accounting issues, support in regulatory matters or statutory special-purpose audits. BâloiseHoldinghasanAuditCommitteemadeupofinde- pendentmemberswithfinanceandaccountingqualifications (comparetableonpage47)�TheAuditCommitteemetfour timesduringthefiscalyearandoneachoccasionalsometwith theexternalauditors�TheAuditCommitteereceiveddetailed documentationonthefindingsoftheexternalauditors,inpar- ticularastotheAnnualandHalf-YearFinancialStatementsat thesemeetings� TheAuditCommitteeevaluatestheperformanceoftheex- ternalauditorsandtheircooperationwithGroupInternalAu- dit,RiskManagementandCompliance�TheAuditCommittee primarilydiscussesongoingauditsandauditreports,important resultsandanyissuesarisingfromtheauditwiththeexternal auditors� ItproposestotheBoardofDirectorsthatexternalauditors beelectedbytheAnnualGeneralMeetingandmakesrecom- mendationsregardingtheauditors’fees�Priortothestartof theannualaudit,theAuditCommitteereviewsitsscopeand proposesareasrequiringspecialconsideration�TheAuditCom- mitteereviewstheexternalauditors’feesannually�Thecriteria forassessingtheauditorsare → Competenceoftheauditteam → Technicalandindustryknowledge → Understandingofcorporatestrategy → Completeindependencewhilstperformingtheaudit → Corporatecultureoftheauditor (sharedcorevalues) → Timelyreporting → Appropriatenessoffees → Compliancewithrespectivestatutory,professionaland ethicalstandards → Uniformauditingmethodology TheAuditCommitteereviewstheappropriatenessofauditing servicesperformedbyexternalauditors,whicharenotrelated totheauditingactivities,basedonthefollowingcriteria: → Compatibilityoftheservicewiththemandateasstatutory auditors(independence) → Competenceaswellastechnicalandindustryknowledge → Qualityoftheserviceprovided → Appropriatenessoffees Awrittendirectiveexists,wherebymaterialservicesnotre- latedtotheauditingactivitiesmustbeapprovedbyGroupIn- ternalAuditpriortoexecution�Theguaranteeofindependence isfirstreviewedbytheheadauditorandsubsequentlybythe headoftheGroup’sInternalAuditunitaspartoftheassignment Corporate Governance Corporate Governance Report including Compensation Report 79 approvalprocess�Thecommercialresponsibilityandclearance oftheassignmentremainswiththeoperationalunit� Information on the Baloise share InformationontheBaloisesharecanbefoundonpage8ff� www.baloise.com → Investor relations → Baloise share 9. INfORMATION POLICy Information principles TheBaloiseGroupprovidescomprehensive,transparentinfor- mationtoshareholders,potentialinvestors,employees,clients andthegeneralpubliconaregularbasis�Allregisteredshare- holdersreceiveasummaryoftheAnnualReportonceayear andashareholder’sletterwiththehalf-yearaccounts,which commentsonbusinessdevelopment�TheAnnualReportissent totheshareholdersondemand�Allpublicationsaremadeavail- abletothegeneralpublicatthesametime�Allinvestorsenjoy equalinformationrights�Toprovidegeneralaccesstoourmeet- ingswithfinancialanalysts,weusetechnologiessuchaswebcasts, podcastsandtelephoneconferences� Information events Baloiseprovidesdetailedinformationonitsoperatingactivities: → Businessresultsaswellasobjectives,strategiesand businessactivitiesarepresentedandexplainedatpress conferences(AnnualandHalf-YearReportmedia conferences)� → Atfinancialanalysts’meetings,teleconferencestakeplace topresentAnnualandHalf-YearFinancialStatements� Theseeventsareavailableafterwardsaspodcasts� → TheAnnualGeneralMeetingprovidesshareholderswith areviewofthebusinessyear� → Regularroadshowsareorganisedinvariousfinancial centres� → Baloisemaintainsgoodrelationshipswithanalysts,inves- torsandthemedia� → FulldetailsaboutindividualBaloiseeventsareavailable atwww�baloise�com� Information on Baloise bonds InformationonoutstandingBaloisebondscanbefoundon page229onwardsintheFinancialReportsection� www.baloise.com → Investor relations → Bonds financial calendar Importantdatesforinvestorscanbefoundatwww�baloise�com� ThepublicationdatesoftheAnnualandHalf-yearFinancial Statementsarelistedhere�InconnectionwiththeAnnualGen- eralMeeting,thedateandinvitationtotheAnnualGeneral Meeting,theshareregistercut-offdateandtheex-dividend date,ifapplicable,arealsopublishedhere� www.baloise.com → Investor Relations → IR Agenda Document availability Mediareleases,disclosures,presentations,annual,financial andhalf-yearreportsaswellasfurtherdocumentsarepub- liclyaccessibleatwww�baloise�com�Alldocumentscanbe obtainedfromtheInvestorRelationsdepartmentorordered ontheInternet� www.baloise.com → Media relations → Media kits Contact CorporateGovernance BaloiseGroup AndreasEugster Aeschengraben21 CH-4002Basel Telephone+41582858450 andreas�eugster@baloise�com InvestorRelations BaloiseGroup MarcKaiser Aeschengraben21 CH-4002Basel Telephone+41582858684 marc�kaiser@baloise�com 4 Baloise 14 Review of business year 34 Sustainable business management 44 Corporate Governance 82 Financial Report 224 Bâloise Holding Ltd 238 Notes Financial Report Consolidated balance sheet ���������������������������������������������������������������� 82 Consolidated income statement ������������������������������������������������������� 84 Consolidated statement of comprehensive income ����������������� 85 Consolidated cash flow statement ��������������������������������������������������� 86 Consolidated statement of changes in equity ���������������������������� 88 Reconciliation between the gross investment in financial leases and the present value of minimum lease payments ��� 193 Financial liabilities ������������������������������������������������������������������������������ 194 Financial provisions ���������������������������������������������������������������������������� 195 Insurance liabilities ����������������������������������������������������������������������������� 195 Notes to the CoNsolidated aNNual FiNaNCial statemeNts ����������������������������������������������������������������������� 90 Reporting standards ������������������������������������������������������������������������������ 90 Application of new financial reporting standards ������������������� 90 Consolidation and accounting principles ������������������������������������ 93 Critical accounting principles and estimation uncertainties ���������������������������������������������������������� 109 Management of insurance risks and finance risks ��������������� 111 Scope of consolidation ����������������������������������������������������������������������� 147 Information on business segments (segement reporting) �� 149 Notes to the CoNsolidated balaNCe sheet �������������������� 154 Property, plant and equipment ������������������������������������������������������ 154 Intangible assets ����������������������������������������������������������������������������������� 156 Investments in associates ����������������������������������������������������������������� 159 Investment properties ������������������������������������������������������������������������ 160 Financial assets ������������������������������������������������������������������������������������� 161 Mortgages and loans ��������������������������������������������������������������������������� 166 Derivative financial instruments �������������������������������������������������� 167 Financial receivables �������������������������������������������������������������������������� 168 Reinsurance assets ������������������������������������������������������������������������������� 169 Receivables from reinsurers ������������������������������������������������������������ 169 Employee benefits �������������������������������������������������������������������������������� 170 Deferred income taxes ����������������������������������������������������������������������� 180 Other assets �������������������������������������������������������������������������������������������� 182 Non-current assets held for sale and discontinued business segments ������������������������������������������ 182 Share capital ������������������������������������������������������������������������������������������� 182 Technical reserves (gross) ���������������������������������������������������������������� 183 Liabilities from banking business and financial contracts ��� 192 Notes to the CoNsolidated iNCome statemeNt ������������������������������������������� 196 Premiums earned and policy fees ������������������������������������������������� 196 Investment income for own account and at own risk ��������� 196 Realised gains and losses on investments ��������������������������������� 197 Income from services rendered ����������������������������������������������������� 203 Other operating income �������������������������������������������������������������������� 203 Classification of expenses ����������������������������������������������������������������� 204 Personnel expenses ������������������������������������������������������������������������������ 204 Result from financial contracts ����������������������������������������������������� 205 Income taxes ������������������������������������������������������������������������������������������� 206 Earnings per share ������������������������������������������������������������������������������� 207 Other comprehensive income �������������������������������������������������������� 208 otheR disClosuRes �������������������������������������������������������������������������� 210 Acquisition and disposal of companies ������������������������������������� 210 Related party transactions ��������������������������������������������������������������� 211 Remuneration to the Board of Directors and Corporate Executive Committee �������������������������������������������������� 212 Contingent and future liabilities �������������������������������������������������� 213 Operating leases ����������������������������������������������������������������������������������� 216 Claim payments received from non-Group insurers ���������� 217 Events after the balance sheet date ���������������������������������������������� 217 Significant subsidiaries, joint ventures and associates as of 31 December 2011 ����������������������������������������������� 218 RepoRt oF the statutoRy auditoR to the GeNeRal meetiNG oF bâloise holdiNG ltd, basel ��������� 220 T R O P E R L A I C N A N I F 82 Financial Report Consolidated balance sheet Consolidated balance sheet in CHF million assets Property, plant and equipment Intangible assets Investments in associates Investment properties Financial assets of an equity nature Available for sale Recognised at fair value through profit or loss Financial assets of a debt nature Held to maturity Available for sale Recognised at fair value through profit or loss Mortgages and loans Carried at cost Recognised at fair value through profit or loss Derivative financial instruments Receivables from financial contracts Carried at cost Recognised at fair value through profit or loss Reinsurance assets Receivables from reinsurers Insurance receivables Receivables from employee benefits Other receivables Receivables from investments Deferred income tax assets Current income tax assets Other assets Carried at cost Recognised at fair value through profit or loss Cash and cash equivalents total assets Notes 31.12.2010 31.12.2011 8 9 10 11 12 12 13 14 15 16 17 18 15 15 19 20 535.7 1,342.6 211.3 5,046.6 3,437.6 6,406.6 559.9 1,300.2 173.5 5,138.0 3,447.3 6,256.6 7,105.5 8,027.8 17,784.6 19,855.3 950.4 1,034.4 17,236.4 17,667.5 457.1 536.3 276.3 41.5 248.1 22.9 386.5 3.4 218.3 608.8 20.2 55.8 159.5 90.5 375.2 334.1 348.6 61.5 377.5 16.9 547.4 1.4 276.1 661.1 22.2 43.3 169.6 83.0 2,208.9 2,287.8 65,391.4 69,066.2 The notes are an integral component of the Consolidated Financial Statements. Financial Report Consolidated balance sheet 83 in CHF million equity and liabilities equity Share capital Capital reserves Treasury shares Unrealised gains and losses (net) Retained earnings equity before minority interests Minority interests total equity liabilities Technical reserves (gross) Liabilities from banking business and financial contracts With discretionary participation feature (DPF) Measured at amortised cost Recognised at fair value through profit or loss Financial liabilities Financial provisions Derivative financial instruments Insurance liabilities Liabilities from employee benefits Other accounts payable Deferred tax liabilities Current income tax liabilities Other liabilities total liabilities total equity and liabilities Notes 31.12.2010 31.12.2011 22 23 24 26 27 14 28 18 19 5.0 206.9 – 221.3 – 552.5 4,661.9 4,100.0 33.5 5.0 215.9 – 256.7 – 615.3 4,511.4 3,860.3 33.3 4,133.5 3,893.6 43,445.7 45,561.9 505.8 6,412.5 5,945.0 1,359.4 79.9 29.9 1,147.5 6,881.2 5,969.4 1,612.6 83.1 175.3 1,536.3 1,777.4 692.5 470.6 641.7 53.6 85.0 720.0 479.4 654.4 31.0 79.4 61,257.9 65,172.6 65,391.4 69,066.2 The notes are an integral component of the Consolidated Financial Statements. 84 Financial Report Consolidated income statement Consolidated income statement in CHF million income Premiums earned and policy fees (gross) Reinsurance premiums ceded Premiums earned and policy fees (net) Investment income Realised gains and losses on investments Income from services rendered Result from investments in associates Other operating income income expense Claims and benefits paid (gross) Change in technical reserves (gross) Reinsurance losses ceded Acquisition costs Operating and administrative expenses for insurance business Investment expenses Interest expenses on insurance liabilities Result from financial contracts Other operating expenses expense profit before borrowing costs and taxes 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 The notes are an integral component of the Consolidated Financial Statements. Notes 2010 2011 29 29 29 30 31 32 33 23 23 23 34 34 34 36 34 26 37 38 6,854.3 – 168.2 6,686.1 1,811.2 501.6 283.4 – 0.5 202.7 6,806.9 – 176.3 6,630.6 1,766.5 – 943.4 158.6 10.2 140.1 9,484.5 7,762.6 – 5,212.9 – 5,311.5 – 1,393.2 – 639.9 47.5 – 491.5 – 856.0 – 64.8 – 61.2 – 219.8 – 625.4 53.3 – 576.8 – 847.0 – 61.3 – 51.6 324.0 – 507.9 – 8,877.3 – 7,618.7 607.2 143.9 – 52.8 554.4 – 117.7 436.7 433.4 3.3 9.14 8.89 – 55.0 88.9 – 27.6 61.3 60.8 0.5 1.30 1.29 Financial Report Consolidated statement of comprehensive income 85 Consolidated statement of comprehensive income in CHF million profit for the period Other comprehensive income Change in unrealised gains and losses on available for sale financial assets Change in unrealised gains and losses from associates Change in hedging reserves on derivative financial instruments held for cash flow hedging Change in hedging reserves on derivative financial instruments held for hedging a net investment in a foreign entity Change in reserves from reclassification of held to maturity financial instruments Change in reserves from reclassification of investment properties Exchange differences Change in shadow accounting Income taxes other comprehensive income Comprehensive income Attributable to: Shareholders Minority interests Notes 2010 2011 436.7 61.3 39 39 39 39 39 39 39 39 39 – 142.4 11.0 – 68.4 – 9.2 0.6 – 373.0 – 5.9 30.7 – 419.8 131.4 – 17.4 – – 16.1 – 5.5 – – 43.4 – 100.8 – 11.9 – 63.7 16.9 – 2.4 42.0 – 25.1 – 2.0 – 0.4 The notes are an integral component of the Consolidated Financial Statements. 86 Financial Report Consolidated cash flow statement Consolidated cash flow statement Notes 2010 2011 in CHF million summary Cash flow from operating activities (net) Cash flow from investing activities (net) Cash flow from financing activities (net) total cash flow Changes in exchange rates on cash and cash equivalents Balance of cash and cash equivalents as of 1 January balance of cash and cash equivalents as of 31 december Cash flow from operating activities Profit before taxes adjustments for Impairments and depreciation on fixed and intangible assets 8 / 9 Realised gains and losses on property, plant and equipment and on intangible assets Income from investments in associates Realised gains and losses on financial assets, investment properties and associates Changes in other financial contracts Changes in technical reserves (gross), including unearned premium reserves Interest expenses on reinsurance liabilities Borrowing costs Amortised cost valuation of financial instruments 26 additions and disposals of assets and liabilities resulting in a cash flow Purchase / sale of investment properties Purchase / sale of financial assets of an equity nature Purchase / sale of financial assets of a debt nature Addition / disposal of mortgages and loans Addition / disposal of derivative financial instruments Addition / disposal of financial contracts and liabilities from banking business Other changes in assets and liabilities from operating activities Cash flow from operating activities (gross) Taxes paid Cash flow from operating activities (net) 335.4 – 164.5 – 426.6 – 255.7 – 64.1 2,528.7 2,208.9 343.9 – 215.6 – 38.6 89.7 – 10.8 2,208.9 2,287.8 554.4 88.9 90.7 – 0.5 – 0.7 – 497.5 81.9 1,177.0 0.9 52.8 2.3 – 103.3 – 1,067.5 – 1,555.0 – 340.2 303.0 2,077.4 – 367.7 408.0 – 72.6 335.4 139.6 0.5 – 3.7 939.0 – 455.7 463.3 1.3 55.0 18.3 24.7 – 402.6 – 1,385.2 – 304.3 113.5 842.2 283.2 418.0 – 74.1 343.9 The notes are an integral component of the Consolidated Financial Statements. Financial Report Consolidated cash flow statement 87 in CHF million Cash flow from investing activities Purchase of property, plant and equipment Sale of property, plant and equipment Purchase of intangible assets Sale of intangible assets Acquisition of companies, net of cash and cash equivalents Disposal of companies, net of cash and cash equivalents Purchase of investments in associates Sale of investments in associates Dividends from associates Cash flow from investing activities (net) Cash flow from financing activities Capital increases Capital reductions Additions to financial liabilities Disposals of financial liabilities Borrowing costs paid Purchase of treasury shares Sale of treasury shares Minority buyouts Cash flow minority interests Dividend payments Cash flow from financing activities (net) total cash flow Cash and cash equivalents Balance as of 1 January Change during the fiscal year Changes in exchange rates on cash and cash equivalents balance as of 31 december structure of the balance of cash and cash equivalents on the balance sheet date Cash and bank balance Cash equivalents Cash and cash equivalents for the account and at the risk of life insurance policyholders balance as of 31 december Of which: cash and cash equivalents of limited availability additional information on cash flow from operating activities Other interest received Dividends received Interest paid The notes are an integral component of the Consolidated Financial Statements. Notes 2010 2011 8 9 40 40 10 10 10 22 22 26 26 6 – 45.8 4.3 – 58.5 2.8 – 27.3 – 40.7 – 0.0 0.1 0.6 – 70.2 4.3 – 49.9 0.7 – 117.4 – 1.8 – 15.3 3.4 – 164.5 – 215.6 – – 295.1 – 350.0 – 48.4 – 75.0 36.8 – 64.4 – 6.3 – 214.4 – 426.6 – – 247.5 – – 48.7 – 135.3 109.0 – 0.2 – 211.3 – 38.6 – 255.7 89.7 2,528.7 – 255.7 – 64.1 2,208.9 2,208.9 89.7 – 10.8 2,287.8 1,862.2 1,835.5 0.0 346.7 0.0 452.3 2,208.9 2,287.8 10.5 0.4 1,032.3 100.6 – 143.6 1,020.2 131.0 – 111.4 88 Financial Report Consolidated statement of changes in equity Consolidated statement of changes in equity 2010 in CHF million balance as of 1 January 2010 Profit for the period Other comprehensive income Comprehensive income other changes in equity in 2010 Dividend Capital increase / repayment Purchase / sale of treasury shares Cancellation of shares Increase / decrease in minority interests due to change in the scope of consolidation Increase / decrease in minority interests due to change in proportional interest Notes share capital Capital reserves treasury shares other changes in equity Retained earnings equity before minority interests minority interests total equity 5.0 193.9 – 180.9 – 145.9 4,442.9 4,315.0 195.0 4,510.0 – – – – – – – – – – – – – – – – – – – 4.4 – 40.4 – – 8.6 – – – – 433.4 433.4 3.3 436.7 – 391.4 – 391.4 – – 391.4 433.4 42.0 – 28.4 – 25.1 – 419.8 16.9 – – – – 2.6 – 17.8 – 214.4 – 214.4 – 6.3 – 220.7 – – – – – – – 36.0 – 2.6 – – – – – 36.0 – – 54.4 – 51.8 – 9.2 – 75.7 – 84.9 39 22 40 6 balance as of 31 december 2010 5.0 206.9 – 221.3 – 552.5 4,661.9 4,100.0 33.5 4,133.5 The notes are an integral component of the Consolidated Financial Statements. Financial Report Consolidated statement of changes in equity 89 Notes share capital Capital reserves treasury shares other changes in equity Retained earnings equity before minority interests minority interests total equity 5.0 206.9 – 221.3 – 552.5 4,661.9 4,100.0 – – 62.8 – 62.8 60.8 – 60.8 60.8 – 62.8 – 2.0 33.5 0.5 – 0.9 – 0.4 4,133.5 61.3 – 63.7 – 2.4 – – – – – – – 211.3 – 211.3 – 0.8 – 212.1 – – – – – – – 25.5 – – – – – – – – 25.5 – – – 0.9 1.0 0.1 2011 in CHF million balance as of 1 January 2011 Profit for the period Other comprehensive income Comprehensive income other changes in equity in 2011 Dividend Capital increase / repayment Purchase / sale of treasury shares Cancellation of shares Increase / decrease in minority interests due to change in the scope of consolidation Increase / decrease in minority interests due to change in proportional interest 39 22 40 6 – – – – – – – – – – – – – – – 9.9 – 35.4 – – – 0.9 – – balance as of 31 december 2011 5.0 215.9 – 256.7 – 615.3 4,511.4 3,860.3 33.3 3,893.6 The notes are an integral component of the Consolidated Financial Statements. 90 Financial Report Notes to the Consolidated Annual Financial Statements Notes to the Consolidated Annual Financial Statements General notes 1. RepoRtiNG staNdaRds The Baloise Group is a European direct insurer comprising 19 different insurance companies operating in almost every segment of the life and nonlife insurance business� The holding company is Bâloise Holding, a Swiss corporation based in Basel whose shares are listed in the main segment on the Swiss Exchange (SIX)� Its subsidiaries are active in the direct insurance markets in Switzerland, Liechtenstein, Germany, Belgium, Austria, Luxembourg, Croatia, Serbia, Slovakia and the Czech Republic� Its banking business is handled by subsidiaries in Switzerland and Germany� The Baloise Group also has a fund management company in Luxembourg� The Baloise Group’s Consolidated Annual Financial State- ments recognise equity and liabilities at cost, taking adjustments into consideration that result from the regularly appraised fair value of investment properties, and from financial assets and liabilities that are classified as available for sale or recognised at fair value through profit or loss� The Baloise Group’s Consoli- dated Annual Financial Statements were prepared in confor mity with International Financial Reporting Standards (IFRS), which comply with Swiss law� IFRS 4 governs how to recognise and disclose insurance and reinsurance contracts� The contracts are measured based on local financial reporting guidelines� At its meeting on 14 March 2012, the Bâloise Holding Board of Directors approved the Annual Financial Statements and the Financial Report and released them for publication� The Financial Statements still have to be approved by the Annual General Meeting of Bâloise Holding� 2. appliCatioN oF New FiNaNCial RepoRtiNG staNdaRds Newly applied iFRs and interpretations iFRiC 14 / ias 19 the limit on a defined benefit asset, minimum Funding Requirements and their interaction On 16 November 2009, the IASB issued an amendment to IFRIC 14� It clarifies that an entity must recognise an asset insofar as the voluntary prepayments on minimum funding requirements would reduce the future contributions� ias 24 Related party disclosures IAS 24 was amended� Firstly, an exemption has been introduced for companies that are controlled or significantly influenced by a government� This exempts them from having to disclose transactions with the government itself or other companies affiliated with the government� Furthermore, the definition of a related company or person was revised� ias 32 Financial instruments: presentation The amendment of IAS 32 stipulates the pre-emptive rights are to be classified as equity if exercised for a fixed cash amount� The currency of the exercise price can be disregarded insofar as the pre-emptive rights are issued pro rata to all the entity’s existing shareholders in the same class� Further standards and interpretations The application of the following Standards and Interpretations will have no or no material impact on the consolidated result or on balance sheet items of the Baloise Group: → IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments Financial Report Notes to the Consolidated Annual Financial Statements 91 ias 39 / iFRs 7 derecognition of Financial assets The IASB has published a draft amendment to IAS 39 and IFRS 7� This amendment reformulates the criteria for the disposal of financial assets and liabilities� Derecognition means the removal of a financial instrument from a company’s accounts� Accord- ingly, financial assets are to be derecognised if the company no longer dominates or controls them� Whereas financial liabilities are to be removed when the company no longer has an obliga- tion� Comprehensive information on rights and obligations potentially retained or acquired in the course of the transaction (e�g� default guarantees, buy-back agreements) is also required for transfer transactions that lead to a complete derecognition of the financial asset� The amendment will only affect the disclosure and will not have an impact on the consolidated result or on balance sheet items of the Baloise Group� ias 1 other Comprehensive income Due to the amendment of IAS 1 Presentation of Items of Other Comprehensive Income (OCI), the IFRS Income Statement will in future consist of only one single statement component: the “Statement of Profit or Loss and Other Comprehensive Income” (previously: one-statement approach)� In addition, it is com- pulsory that this summarised income statement is divided into two sections in future: One stating the profit or loss and one containing the other comprehensive income� In future, the other comprehensive income is also to be broken down according to whether the expenses and income contained therein will be transferred to the income statement at a later date� The amend- ment will only affect the disclosure of the other comprehensive income of the Baloise Group� New iFRs and interpretations not yet applied The following new Standards and Interpretations that are relevant for the Baloise Group have been issued by the IASB� However they have not yet come into effect and were therefore not applied when preparing the 2011 Consolidated Annual Financial Statements: standard / interpretation Content IFRS 7 Transfer of financial assets IAS 39 / IFRS 7 IAS 1 IAS 12 IFRS 10 IFRS 11 IFRS 12 IFRS 13 IAS 27 IAS 28 IAS 19 IAS 32 / IFRS 7 Derecognition of financial assets Other comprehensive income Recovery of underlying assets Consolidated financial statements Joint arrangements Disclosures of interests in other entities Fair value measurement Separate financial statements Shares in associates and joint ventures Employee benefits Netting financial assets and liabilities IFRS 9 Financial instruments applicable for fiscal years beginning on / after: 1.7.2011 1.7.2011 1.1.2012 1.1.2012 1.1.2013 1.1.2013 1.1.2013 1.1.2013 1.1.2013 1.1.2013 1.1.2013 1.1.2013 1.1.2015 iFRs 7 transfer of Financial assets This involves the disclosure requirements in connection with the transfer of financial assets to third parties (e� g� factoring, securities lending, etc�)� Pursuant to IAS 39 “Financial Instru- ments: Recognition and Measurement,” if the rights to a financial asset are transferred to a third party, or a company undertakes to transfer payments from a financial asset to a third party, it can lead to either the derecognition of the financial asset, to the continued accounting of the financial asset to the amount of the continuing involvement, or to the continued accounting of the total financial asset� Up to now, IFRS 7 required explanatory notes only in the latter two cases� The amendment to the Standard now requires comprehensive information on rights and obli- gations potentially retained or acquired in the course of the transaction also if the financial asset has been entirely derec- ognised� This amendment will only affect the disclosure and will not have an impact on the consolidated result or on balance sheet items of the Baloise Group� 92 Financial Report Notes to the Consolidated Annual Financial Statements ias 12 deferred tax: Recovery of underlying assets Until now, deferred tax liabilities and claims were measured depending on whether the company intends to realise the carrying value of an asset by usage or sales according to IAS 12� Since this is difficult to determine in some cases, the proposed revised Standard introduces a rebuttable presumption that the carrying amount will be recovered by sale� The revised Standard is limited to properties held as financial investments measured using the fair value model (IAS 40), and property, plant and equipment and intangible assets measured using the revaluation model (IAS 16 and IAS 38)� The impact on the balance sheet and the income statement of the Baloise Group has not yet been analysed� Standard may have an impact on the scope of consolidation of the Baloise Group, judging by ongoing analyses, however, a material change to the scope of consolidation is not expected� iFRs 11 Joint arrangements IFRS 11 introduces new accounting principles for joint arrange- ments and replaces IAS 31 “Interests in Joint Ventures”� The possibility to apply the proportional consolidation method when accounting for jointly controlled companies has been withdrawn� Furthermore, jointly controlled assets have been abolished with IFRS 11� Only joint operations and joint ventures remain� The new Standard will probably not have an impact on the balance sheet and the income statement of the Baloise Group� iFRs 12 disclosure of interests in other entities The objective of IFRS 12 is to newly require in a single central Standard the disclosure of information that enables users of financial statement to evaluate the nature of and risks asso ciated with its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows� New is the explicitly required disclosure of risks from uncon- solidated structured entities, which has long been demanded by those participating in capital market transactions� The Standard will merely have an impact on the information in the notes of the Baloise Group� iFRs 13 Fair Value measurement IFRS 13 sets out in a single IFRS the existing framework for measuring fair values� IFRS 13 does not introduce any new or additional fair value measurement and also does not replace any existing principles set out in other Standards� The impact on the balance sheet and the incomes statement of the Baloise Group has not yet been analysed in detail� ias 27 separate statements The regulations for separate statements remain unchanged and included in the revised IAS 27� IFRS 10 replaces the other parts of IAS 27 (Consolidated Statements)� iFRs 9 Financial instruments A new International Financial Reporting Standard to classify and measure financial instruments was published on 12 Novem- ber 2009� This represents the completion of the first part of a three-phase project to replace “IAS 39 Financial Instruments: Recognition and Measurement” with a new Standard� IFRS 9 introduces new requirements for recognising, classifying and measuring financial assets and liabilities� The classification is based both on the entity’s business model as well as on the char- acteristic features of the contractual cash flows of the respective financial assets� Separate accounting of structured products with an embedded derivative is now only performed for non- financial principal contracts� Structured products with financial principal contracts are to be assessed and classified in their entirety� The impact on the balance sheet and income statement of the Baloise Group cannot yet be analysed due to interdepend- encies with other IFRS projects� iFRs 10 Consolidated Financial statements IFRS 10 establishes principles for the presentation and prepara- tion of consolidated financial statements when a parent com- pany controls one or more companies� This Standard replaces the existing IAS 27 as well as SIC-12� The investor must determine whether it fulfils the definition of a parent company by identi- fying whether it controls one or several associate companies� When considering whether the associate company is controlled, the investor must include all significant facts and circumstances� An investor controls an associate company if the investor is exposed, or has rights to variable returns from its involvement with the associate company and has the ability to affect those returns through its power over the associate company� The new Financial Report Notes to the Consolidated Annual Financial Statements 93 ias 28 investments in associates and Joint Ventures IAS 28 applies to investments in associates and now also to joint ventures� The objective of IAS 28 is to define the accounting for investments in associates and to lay down regulations on applying the Equity Method if investments in associates and joint ventures are to be recognised� ias 19 employee benefits The most important change to IAS 19 is that in future unex- pected fluctuations of retirement obligations as well as of plan assets portfolios (actuarial gains and losses) – if any exist – must be immediately recognised in “Other comprehensive income”� The right granted hitherto to choose between immediate rec- ognition in the income statement, in “Other comprehensive income” or delayed recognition using the Corridor Method has been withdrawn� At the end of 2011, these actuarial losses of the Baloise Group amount to to approximately CHF 340 million (before taxes and policyholders’ shares)� A further amendment is that in future the management is no longer to estimate the interest return on the plan assets according to the interest return expected according to asset allocation, but instead an amount is to be recognised that is merely as high as the discount inter- est rate due to the expected interest return of the plan assets� Based on the assumption elected for the discount rate and the expected plan assets of the 2011 Annual Financial Statements, an increase in pension expenses of approximately CHF 5 million (before taxes and policyholders’ shares) would result� In addi- tion, more extensive explanatory notes are required� The detailed impact on the balance sheet and the income statement of the Baloise Group are the subject of ongoing analyses and as such not yet known� ias 32 / iFRs 7 Financial instruments: Netting financial assets and liabilities The change refers to the situation that two companies owe one another money� In this case it is required that both present a net statement of the receivables and the balance as far as a series of strict conditions are all fulfilled; the main provision being the unconditional enforceability of the contractual rights� In case of a settlement, the rights connected to the transaction and all further related agreements must be disclosed� 3. CoNsolidatioN aNd aCCouNtiNG pRiNCiples 3.1 method of consolidation 3.1.1 subsidiaries The Consolidated Annual Financial Statements comprise the financial statements of Bâloise Holding and its subsidiaries including its special purpose entities (SPEs)� A subsidiary is included in the Consolidated Annual Financial Statements, if the Baloise Group directly or indirectly controls it� This is generally the case if the Baloise Group holds over 50 % of the voting rights� Potential voting rights are also considered when determining whether the Baloise Group controls the subsidiary� Companies acquired during the reporting period are included in the Consolidated Annual Financial Statements from the date on which control was effectively assumed; all companies sold are included until the date on which control was ceded� Acqui- sitions of companies are accounted for using the Acquisition / Pur- chase Method� Transaction costs are charged to the income statement as an expense� The company’s identifiable assets and liabilities are measured at fair value as of the first consolidation date� During every merger the non-controlling interests are measured either according to their fair value or their proportion of the identifiable net asset of the acquired company� The Baloise Group determines which method is applied individually for each merger� The acquisition costs are equivalent to the fair value of the consideration transferred to the previous shareholder at the time of the takeover� If shares were held as financial instruments or as an associate before the takeover, a new fair value measure- ment recognised in profit or loss is performed for these shares� Contingent considerations, which are balanced as part of the consideration transferred for the acquired company, are meas- ured at fair value on the transaction date� Changes to the fair value of the transferred consideration made at a later date are recorded in the incomes statement� Should the acquisition costs exceed the sum of assets and liabilities measured at fair value plus the non-controlling interests, the difference is recognised as goodwill� Conversely, the difference is directly recognised through profit or loss as “Other operating income” if the identi- fied net assets exceed the acquisition costs� All inter-company transactions and the resulting gains or losses are eliminated� The consolidation of subsidiaries ends on the date control ceases� If a partial disposal of shares in a subsidiary results in loss of control, then the remaining shares are measured at fair value� The result from the (partial) disposal of shares is recognised 94 Financial Report Notes to the Consolidated Annual Financial Statements in profit or loss either as “Other operating income” or “Other operating expenses�” The acquisition of additional shares in subsidiaries after assuming control and the disposal of shares in subsidiaries without ceding control are both recognised as transactions with shareholders in equity� 3.1.2 special purpose entities (spes) Special purpose entities are included in the scope of consoli- dation� However, the provisions of SIC 12 govern the inclusion in the scope of consolidation� 3.1.3 Joint ventures Joint ventures are entities managed jointly by two or more part- ners, governed by a contractual agreement� Proportional con- solidation is applied to these companies, this means the Baloise Group recognises its share of assets, liabilities, expenses and revenue� The Baloise Group is currently not involved in any joint ventures� 3.1.4 associates Associates are assessed for the first time using the Acquisition Cost (fair value at the time of purchase) and subsequently according to the Equity Method (Baloise Group share of the period results and net assets of the company), should the Baloise Group be able to have a decisive impact on the management of the company in question� Changes to fair value of associates are recognised in profit or loss while taking any occurring dividend effects into consideration� If the share of losses exceeds the value of the associate, then no further loss is recorded� The goodwill paid for associates is contained in the carrying value of the investment� 3.2 Conversion of foreign currencies 3.2.1 Functional currency and reporting currency Each subsidiary prepares its Annual Financial Statements in its functional currency, which means the currency of its primary economic environment� The Consolidated Financial Statement is presented in millions of Swiss francs (CHF), which corresponds to the reporting currency of the Baloise Group� 3.2.2 Conversion of transaction currency into functional currency for Group companies Expenses and income in foreign currencies are measured using the exchange rates on the transaction dates or average exchange rates� Monetary as well as non-monetary balance sheet items assessed at fair value and stemming from foreign currency transactions of Group companies are measured using balance sheet date exchange rates� Non-monetary items assessed at historical acquisition costs are measured using the historical exchange rates� The resulting exchange rate differences are recognised in profit or loss� This excludes exchange rate dif- ferences entered directly into the hedging reserves as part of cash flow hedges, or those used to hedge a net investment in a foreign company� Exchange rate differences arising from non-monetary finan- cial instruments that are assessed at fair value through profit or loss are reported in the realised gains and losses of these instruments� Exchange rate differences held on non-monetary financial instruments as “available for sale” are charged to the unrealised gains and losses of equity� 3.2.3 Conversion of functional currency into reporting currency The Annual Financial Statements of all business units that were not prepared in CHF are converted as follows when the Con- solidated Financial Statement is being prepared: → assets and liabilities at the exchange rate on the balance sheet date, → expenses and income at the annual average rates� The resulting exchange differences are accumulated and recorded directly in equity� When foreign subsidiaries are sold, the resulting conversion differences are recognised in profit or loss as a transaction gain or expense� Financial Report Notes to the Consolidated Annual Financial Statements 95 3.2.4 most important exchange rates 3.4 leasing CuRReNCy in CHF 1 EUR (euro) 1 USD (US dollar) balance sheet income statement 2010 2011 2010 2011 1.25 0.93 1.21 0.94 1.38 1.04 1.23 0.89 100 HRK (Croatian kuna) 16.94 16.14 19.02 16.58 3.3 property, plant and equipment Property, plant and equipment are measured at their acquisition costs less the accumulated depreciation� The acquisition cost of property, plant and equipment is also part of the directly apportionable costs� Subsequent acquisition costs are only capitalised if a future financial benefit related to the property, plant and equipment occurs and these costs can be reliably assessed� All other repair and maintenance costs are charged to the income statement on an ongoing basis� As a rule, property, plant and equipment are completely self-financed� In the event of external financing, the accrued interest is capitalised accordingly as it occurs� Property is not depreciated on a systematic basis� Deprecia- tion of other property, plant and equipment is linear on the basis of the estimated useful life as follows: → Buildings for own use: 25 to 50 years → Equipment: 5 to 10 years → Computer hardware: 3 to 5 years The recoverability and the useful life of property, plant and equipment is checked on the balance sheet date� The carrying value of property, plant and equipment is adjusted as soon as the recoverable amount drops below the carrying value� The profit or loss resulting from the sale of property, plant and equipment is immediately entered in the income state- ment under “Other operating income,” or “Other operating expenses,” respectively� 3.4.1 baloise Group as a lessee Financial leasing contracts: Leasing contracts for property, equipment and other tangible assets, for which the Baloise Group essentially assumes all risks and opportunities connected to ownership, are classified and treated as financial leasing con- tracts� The fair value of the leasing item or the lower cash value of the leasing payments is reported in property, plant and equip- ment at the beginning of the leasing contract� Each lease payment is broken down into amortisation and interest� The amortisation share is deducted from the liability for future lease payments, which is reported under the item “Liabilities from banking busi- ness and financial contracts�” Property, plant and equipment in finance leases are depreciated over the shorter time period of the useful life or the term of the leasing agreement� Operating leases: Other leasing contracts are classified as operating leases� The lease payments are entered linearly as expenses in the income statement over the term of the leasing relationship� 3.4.2 baloise Group as a lessor Investment properties that are let within the scope of operating leases are reported in the Consolidated Balance Sheet as “Invest- ment properties�” There were no other leasing agreements as a lessor in the reporting period� 3.5 intangible assets 3.5.1 Goodwill Goodwill occurs as a surplus between the purchase price and the assets and liabilities, measured at fair value� This includes the sum of all non-controlling interests of the acquired company, as well as the previously held shares measured at fair value at the time of acquisition� Goodwill is reported in intangible assets� Goodwill is subject to an annual impairment test� When a new participation is acquired, the key date for future verification of the recoverability is defined and verification is conducted at the same time each year� In the event of disposal, the proportional goodwill is taken into consideration in the earnings� In order to verify the recoverability of goodwill, it is allocated to definable units (cash generating units, CGUs)� 96 Financial Report Notes to the Consolidated Annual Financial Statements 3.5.2 present value of gains on acquired insurance contracts (present value of future profits, pVFp) The present value of gains on acquired insurance contracts is the result of the purchase of a life insurance company or the purchase of a life insurance portfolio� The first measurement is based on actuarial principles� Depreciation is linear� The recoverability is verified using the liability adequacy test (see also section 3�18�2)� 3.5.3 deferred acquisition costs (daC) The costs incurred that directly depend on the conclusion of insurance contracts and financial contracts with discretionary participation features (DPF) (commission, for example) are capitalised and depreciated over the term of the contracts, or over the shorter premium payment period� The recoverability of deferred acquisition costs is verified on each balance sheet date (see also section 3�18�3)� 3.5.4 Capitalised investment fees Acquisition costs that can be directly allocated to the realisation of investment income from asset management are capitalised under “Intangible assets”, if they can be identified individually and reliably determined and it is likely that they are recoverable� The depreciation recognised in profit or loss takes place over the term of the underlying financial contract in proportion to the arising income� The recoverability is verified yearly� 3.5.5 other intangible assets and own developments Other intangible assets consist primarily of software, external IT consulting (in connection with software developments), own developments (such as software), as well as identified assets from the acquisition of companies (for example brands, customer relationships, etc�)� These are recognised at their acquisition or production costs and depreciated linearly over their useful life� Intangible assets with an unlimited useful life are not depre- ciated and are recognised at their acquisition costs less accrued impairment losses� As a rule, intangible assets are completely self-financed� In the event of external financing, the accrued interest is capitalised accordingly as it occurs� 3.6 investment properties Investment properties comprise land as well as buildings that are held for the purpose of generating rental income and / or for the purpose of value enhancement� If a breakdown is not pos- sible for mixed-use properties (own-use / external-use), then the entire item is allocated on the basis of the majority use of the floor space� Investment properties are measured based on fair value according to the Discounted Cash Flow (DCF) Method� This is determined each year by experts using close to market assump- tions� The fair values are mainly derived from the future cash flow (net cash flow from rental income, maintenance costs, and administrative expenses) and using mathematical methods from comparable transactions� The majority of the directly held real estate portfolio of the Baloise Group is in Switzerland� Here, the interest rate for the calculation is determined on a hedonic basis according to the DCF Method� The expected vacancy development is also included in the calculation� External appraisal reports are obtained at regular intervals� Thus, around 10 % of the fair value of the real estate inventory is verified each year by means of external expert reports� Changes in fair value are entered immediately in the periods in which they occur as realised book profits or losses respectively, recognised in profit or loss� If, as a consequence of a change of use, an investment prop- erty is used by the company itself, then the property is reclas- sified to property, plant and equipment� The reclassification is based on the fair value at the time of the reclassification� If an owner-occupied property becomes an investment prop- erty as a consequence of a change of use, the difference between the carrying value and the fair value at the time of the change of use is entered directly as a gain or loss in value into equity as unrealised gains and losses in the period� If an investment property that was reclassified in an earlier period is sold, the amount entered in equity is reclassified as retained earnings not recognised in profit or loss� Financial Report Notes to the Consolidated Annual Financial Statements 97 3.7 Financial assets For comprehensibility reasons, the term “Investments” is used in some places in the Financial Report and in headings� The term investments itself is not defined in the IFRS� Besides financial assets, mortgages and loans, derivative financial instruments and cash and cash equivalents, investments also include invest- ment properties� In financial assets of an equity nature, the following invest- ment categories are entered: shares, share certificates, shares in stock, bond and property funds, as well as alternative financial assets such as private equity investments and hedge funds� Financial assets of an equity nature are, as a rule, subject to more frequent price fluctuations than financial assets of a debt nature� Financial assets of a debt nature include securities such as bonds and other fixed-income securities� As a rule, they are also interest bearing and are issued for a fixed or determinable amount� Baloise Group classifies its financial assets of equity and debt nature into the following categories: recognised at fair value through profit or loss, held to maturity, and financial assets that are held available for sale� The classification conforms with the nature of the acquired financial assets� Mortgages and loans are principally classified as carried at cost� Within the scope of hedge considerations (natural hedge), however, elements of the portfolio are designated as recognised at fair value through profit or loss� These elements are hedged with appropriately designated derivative financial instruments� 3.7.1 Financial assets recognised at fair value through profit or loss This category consists of two subcategories: financial assets that are held for trading purposes (trading portfolio), and those that are designated to this category� A financial instrument is classi- fied in this category if it was principally acquired with the inten- tion of selling the financial instrument in the short term, or if it is part of a portfolio for which in the recent past there were indications of realising a gain in the short term, or if it was designated to this category� Derivative financial investments are classified as held to trade (trading portfolio), with the excep- tion of derivative financial instruments that are designated for hedge accounting� Likewise, structured products, in other words, active and passive financial instruments, which include embedded derivatives alongside the simple risk business that are not separately measured are designated to this category� The financial assets held as part of the investment-type life insurance business are likewise designated to be recognised at fair value through profit or loss� 3.7.2 held to maturity financial assets Held to maturity financial assets are non-derivative financial instruments with fixed or determinable payments� However, they do not include mortgages, loans (section 3�8) and receivables (section 3�9), which the Baloise Group can and wants to hold until final maturity� 3.7.3 available for sale financial assets Available for sale financial assets are those non-derivative financial instruments that have been classified as available for sale or have not been classified in any of the above-mentioned cate gories nor been classified as mortgages, loans or receivables� Alternative financial assets, such as private equity investments and hedge funds are mainly classified as available for sale� 3.7.4 entering, evaluating, and charge off All customary financial asset purchases are entered on the trade date� Financial assets are initially measured at fair value� The transaction costs are part of the acquisition costs, with the ex- ception of financial assets recognised at fair value through profit or loss� Financial assets are charged off, if the rights to the cash flow from the financial instrument have expired or if the financial instrument was sold and all related risks and opportunities have essentially been transferred� The cash outflow from reverse repurchase transactions (repo) is offset by the respective receiv- ables� Financial assets that were obtained from a transaction as securities are not recognised� Booking in the balance sheet takes place on the due date� Financial assets transferred as securities for repurchase transactions continue to be recognised in finan- cial assets� The cash flow is offset by the respective liabilities� Here, Baloise Group is only involved in securities lending� The borrowed financial instruments remain recognised as financial assets� The coverage of the repurchase and reverse repurchase transactions securities, as well as the securities lending trans- actions takes place daily at the effective fair values� Financial assets that are available for sale and recognised at fair value through profit or loss are measured at fair value� Financial assets held to maturity are evaluated according to the Amortised Cost Method using the Effective Interest Method� Realised and unrealised gains and losses on financial assets recognised at fair value through profit or loss continue to be 98 Financial Report Notes to the Consolidated Annual Financial Statements recognised in the income statement� Unrealised gains and losses on financial assets that have been classified as available for sale are recorded in equity� If financial assets in the avail- able for sale category are sold or value-adjusted, the accumu- lated amount is recognised in equity as a realised gain and loss on financial assets� Changes to the fair value of the hedged risks of financial assets that are hedged by a fair value hedge are recognised in the income statement for the duration of the hedge, independent of the classification made� The fair value of listed financial assets is based on stock market prices� If there is no such value, then the fair value is estimated based on generally recognised methods (Present Value Method, etc�), independent assessments based on comparisons with fair values of similar instruments and the current market situation� Derivative financial instruments are evaluated based on 3.9 Receivables Receivables from financial contracts include life settlement contracts (secondary market policies) measured at fair value� The valuation is performed according to the Income Approach Method� Thus, the evaluation of the guaranteed payout at maturity includes already allocated and future final policy holders’ dividends, as well as risk-adjusted discount rates� The changes recognised in profit or loss are stated under the item “Result from financial contracts�” All other receivables are entered in the balance sheet as carried at cost and thus according to the Amortised Cost Method less any value adjustments for receivables at risk� As a rule, the costs carried correspond to the face value of the receivables� 3.10 sustained impairment losses quoted market prices or on the basis of models� 3.10.1 Financial assets evaluated according to the Different methods of appraisal are applied to private equity investments, such as the analysis of the discounted cash flow or reference to comparable transactions in the recent past between knowledgeable, willing parties in an arm’s length transaction provided no fair value is available� If, in the case of hedge funds, the fair value cannot be calcu- lated on the basis of public price quotations, the valuation is conducted based on price quotations provided by independent third parties� If the estimates do not lead to a reliable evaluation, then those financial assets are set at their acquisition value and disclosed accordingly� amortised Cost method (mortgages, loans, receivables, and held to maturity financial assets) On each balance sheet date, the Baloise Group determines whether there is any objective evidence of a sustained impair- ment loss for a financial asset or a group of financial assets� A financial asset or a group of financial assets is only impaired if there is any evidence of an impairment loss as a consequence of one or more events that have an effect on the expected future cash flow of the financial asset, which can be estimated reliably� Objective evidence of an impairment loss of a financial asset includes observable data for the following cases: → considerable financial difficulties on the part 3.8 mortgages and loans Mortgages and loans (including policy loans) are non-derivative financial instruments with fixed or determinable payments that are not listed on an active market� Mortgages and loans classi- fied as carried at cost are measured using the Amortised Cost Method while applying the Effective Interest Method� Their recoverability is verified as part of an impairment process� Mortgages and loans that are held as part of a fair value hedge (hedge accounting) are designated to be “recognised at fair value through profit or loss�” These portfolios are valued using a yield curve model� of the debtor, → a breach of contract such as the failure to pay or delayed payment of interest or repayment instalments, → increased probability that the borrower will declare bankruptcy or enter into other reorganisation proceedings, → observable data indicating a measurable reduction of the expected future cash flow from a group of financial assets since their initial valuation� Analysis reports from banks as well as appraisals by rating agencies are used to assess an impairment loss� Financial Report Notes to the Consolidated Annual Financial Statements 99 Should objective evidence for a sustained impairment of loans and receivables or held to maturity financial assets exist, the impairment loss expense, representing the difference between the carrying value of the asset and the present value of the future cash flow discounted by the respective effective interest rate of the financial asset, is determined� If the impairment value decreases in one of the subsequent reporting periods, and if this decrease can be attributed to an objectively occurring circum- stance, then the impairment loss recognised earlier is to be reversed (value recovery)� The recoverability of the mortgage portfolio is verified at regular intervals� Should there be objective evidence that the entire amount owed as per the original contractual conditions or the respective present value of a receivable cannot be recovered, then an impairment loss is set up� Loan commitments are assessed individually taking the following into consideration: the nature of the borrower, the borrower’s financial situation, his payment history, the existence of a possible guarantor, and, if necessary, the sales value of possible securities� 3.10.2 Financial assets measured at fair value On each balance sheet date, the Baloise Group determines whether there is objective evidence of a sustained impairment loss on financial assets classified as available for sale� This includes financial assets of an equity nature� It is mandatory to write impairment losses for financial assets of an equity nature where the fair value on the balance sheet date is less than half the acquisition value, or where the fair value is less than the acqui- sition value during the twelve months preceding the balance sheet date� For securities where the fair value on the balance sheet date is between 20 % and 50 % below the cost value, the necessity to establish an impairment loss is reviewed and set up as required� In the event of an impairment loss, the accumulated net loss is recognised directly in equity and transferred to the income statement� Impairment losses on available for sale financial assets of an equity nature recognised in profit or loss may no longer be reversed� A further impairment of the fair value is mandatory and charged directly to the income statement for financial assets of an equity nature, which were already loss-impaired in earlier periods� An impairment on available for sale financial assets of a debt nature is performed when the fair value is distinctly reduced due to a default risk� If the fair value of an available for sale financial asset of a debt nature increases in one of the subsequent reporting periods and the increase can be objectively attributed to an event that occurred after recognising the impairment loss in profit or loss, the impairment must be reversed and the amount recognised in profit or loss as value recovery� 3.10.3 impairment losses on non-financial assets Goodwill and any assets with an indefinite useful life are subject to an annual impairment loss test at the same time each year, or if there is objective evidence of an impairment loss� In order to verify the recoverability of goodwill, the goodwill is allo- cated to identifiable cash generating units (CGUs)� The impair- ment test of goodwill is performed on this level for insurers that sell both nonlife and life products (so-called property / casualty insurers)� For the impairment test, the utility value of a CGU is determined based on the theoretically possible discounted return flow of funds to the parent company (as a rule, in the form of dividends)� Regulatory requirements and in-house defined limits on equity strength are adequately considered� The basis of this cost-benefit calculation is provided by the long-term financial planning approved by management� A sustained impairment loss is recognised in the income statement under the item “Other operating expenses�” The other non-financial assets are subject to an impairment loss test whenever there is objective evidence of an impairment loss� An impairment loss for an asset with a finite useful life that was recognised in earlier reporting periods is reversed if the estimations have changed since entering the last impairment loss that was applied to determine the recoverable amount� This increase represents a value recovery� An impairment loss on goodwill recorded in earlier reporting periods will not be reversed� An impairment loss on assets with indefinite useful lives recorded in earlier reporting periods is reversed and recognised in profit or loss, but not above the amount before the impairment minus depreciation� 100 Financial Report Notes to the Consolidated Annual Financial Statements 3.11.3 Cash flow hedge Changes to the fair value of derivative financial instruments classified as cash flow hedge instruments from effective hedge relationships are recognised directly in equity� The amounts recognised in equity under the item “Unrealised gains and losses (net)” are recognised in the income statement at a later time in accordance with the hedged cash flow� The ineffective part of the hedge relationship is recognised in the income statement� If a hedge instrument is sold, terminated, exercised, or no longer fulfils the criteria of a hedge, then the accumulated gain or loss remains in equity until the intended transaction has taken place� If the occurrence of the expected transaction can no longer be anticipated, the accumulated gains and losses in equity are transferred to the income statement� 3.11.4 hedging a net investment in a foreign company Hedging a net investment in a foreign company is treated as a cash flow hedge� The gain or loss of the hedging instrument on the effective hedge is entered in equity; the ineffective part is recognised in profit or loss� The gain or loss recognised in equity is transferred to the income statement if the foreign company is (partly) sold� 3.11.5 derivative financial instruments that do not meet hedging requirements Changes to the fair value of derivative financial instruments that do not meet hedging requirements are recognised in profit or loss as “Realised gains and losses on investments�” 3.12 offsetting of receivables and liabilities Receivables and liabilities are offset and the net value is recog- nised in the balance sheet, provided that there is a right to offset and the Baloise Group intends to realise these assets and liabilities concurrently� 3.11 derivative financial instruments Derivative financial instruments are swaps, futures, forward and option contracts, etc�, where the value is mainly derived from the underlying interest rates, exchange rates, raw mate- rial prices, or shares� As a rule, derivative financial instruments have no or only a low acquisition value� Derivative financial instruments are recognised in the balance sheet at fair value� When a contract is concluded, it is either classified as a hedging instrument for the fair value of an asset or a liability (fair value hedge), as a hedge for future transactions (cash flow hedge), as a hedge for the net investment in a foreign company, or as a trading instrument� Derivative financial instruments that do not comply with the IFRS hedging requirements, although they have a hedge function according to the risk management rules of the Baloise Group, are treated as trading instruments� The Baloise Group documents the effectiveness of the hedge as well as the targeted goals and strategies for all hedge trans- actions in hedge accounting� The effectiveness of the hedge is monitored on an ongoing basis after concluding the contract� Derivatives, that no longer fulfil the requirements of hedging, are reclassified as trading instruments� 3.11.1 structured products Structured products are active or passive financial instruments that contain embedded derivatives in addition to the simple risk business� Under the condition that the economic features and risks of the embedded derivate are different to those of the simple risk business and that the derivative itself fulfils the definition of a derivative financial instrument, the embedded derivative is isolated, separately entered, valued and disclosed� If no separation of derivative and simple risk business is per- formed, the structured product is designated as a simple risk measured at fair value in profit or loss� 3.11.2 Fair value hedge For the effective part of the hedge relationship, changes to the fair value of derivative financial instruments that have been classified as fair value hedge instruments are recognised in the income statement together with the hedged part of the fair value of the asset or liability� The ineffective part of the hedge is recognised separately in the income statement� Financial Report Notes to the Consolidated Annual Financial Statements 101 3.13 Non-current assets held for sale and discontinued business segments Non-current assets or asset groups which are held for sale and meet the criteria of IFRS 5 “Non-Current Assets Held for Sale and Discontinued Business Segments” are reported separately in the balance sheet� Those assets addressed by the Standard are valued at the lower of carrying value or present value, less selling costs� Adjustments arising are recognised in profit or loss� Any scheduled depreciation is halted as of the reclas- sification date� Detailed disclosure of discontinued business segments, if applicable, is made in the notes to the Financial Report� 3.14 Cash and cash equivalents Cash and cash equivalents consist predominantly of cash, demand deposits and cash equivalents� Cash equivalents are, in particular, short-term liquid assets with maturities of up to 24 hours, as well as cheques not yet cashed� 3.15 equity Equity instruments are classified as equity unless there is a contractual obligation for the repayment or surrender of other financial assets� Transaction costs relating to equity transactions are reduced and all associated income tax benefits recognised in the balance sheet as a deduction from equity� 3.15.1 share capital The reported share capital corresponds to the registered share capital of Bâloise Holding, Basel� The share capital of Bâloise Holding is made up exclusively of registered shares� There are no shares with preferential voting rights� 3.15.2 Capital reserves Paid-in share capital (premium) in excess of the face value, Bâloise Holding share options, the results from the purchase and sale of treasury shares and embedded options in Bâloise Holding convertible bonds are included in capital reserves� 3.15.3 treasury shares Treasury shares held by the Bâloise Holding or by subsidiaries appear as a deduction in equity in the Consolidated Financial Statements with their acquisition cost (including transaction costs)� No ongoing adjustment to fair value is performed� Upon resale, the difference between acquisition value and sales price is recognised as a change in capital reserves� Only shares of Bâloise Holding are considered treasury shares� 3.15.4 unrealised gains and losses (net) This item includes changes in fair value of financial instruments classified as available for sale, effects from cash flow hedging, effects from hedging a net investment in a foreign company, exchange differences, as well as gains from the reclassification of owner-occupied property to investment property� Unrealised gains and losses are reduced by the associated deferred taxes and liabilities and, for life insurance companies, additionally by the shares that will in future be used to amortise acquisition costs and to create policyholders’ dividends (shadow accounting)� Minority interests, if applicable, are also deducted from these items� 3.15.5 Retained earnings Retained earnings include Baloise Group’s ploughed-back profits and its income for the fiscal year� Dividend distributions to shareholders of Bâloise Holding are only recognised once they have been approved by the Annual General Meeting� 3.15.6 minority interests Minority interests are those shares in the equity of Group companies, which are allocated to third parties outside the Group on the basis of the relevant ownerships� 102 Financial Report Notes to the Consolidated Annual Financial Statements 3.16 insurance contracts An insurance contract is defined as “a contract under which one party (the insurer) accepts a significant insurance risk from another party (the policyholder) to pay compensation should a specified contingent future event (the insured event) adversely affect the policyholder�” An insurance risk is any direct or reinsured risk that is not a financial risk� The significance of the insurance risk is assessed according to the amount of additional benefits to be paid by the insurer if the insured event occurs� Contracts without any significant insurance risk are financial contracts� Such financial contracts may include a discretionary participation feature (DPF) that determines which recognition and valuation regulations are to be applied� Receivables and liabilities from financial contracts are pri- marily calculated on the basis of the Effective Interest Method� The effective interest is determined as an intrinsic interest rate based on the estimated amounts and dates of the expected pay- ments� If the amount or date of the actual payments differs from expectations or the expectations change, the effective interest must be newly determined� The deposit account balance is then revalued as if this new effective interest rate had been in effect from the beginning and the change in the deposit account value is recognised as interest income or expense, respectively� Otherwise, the insurance cover financed from the deposit account is amortised over the expected life of the deposit account� The Baloise Group considers an insurance risk to be signifi- cant if, during the contractual period in a plausible scenario, a payment is linked to the occurrence of the insured event, which is 5 % higher than the contractual benefits if the insured event does not occur� A discretionary participation feature (DPF) exists if the policyholder has a contractual or legal right to benefits in excess of the guaranteed benefits: → that are likely to make up a significant portion of the total contractual benefits, → where the outpayment amount or date is contractually at the discretion of the insurer and thus contractually depends on the performance of a specific portfolio or a specific type of contract; the realised and / or unrealised investment income of a specific investment portfolio held by the insurer, or the insurer’s result� Self-insurance contracts are eliminated from the Annual Financial Statements� This applies particularly to contracts with the com- pany’s own pension plans, insofar as the employees covered by these plans belong to Baloise Group� In addition, IFRS 4 makes exceptions for the treatment of embedded derivatives that are contained in an insurance contract or financial contract with a discretionary participation feature� In as far as such embedded derivatives themselves satisfy the definition of an insurance contract, no separate valuation and disclosure are required� For the Baloise Group, this concerns, among others, certain guarantees for annuity conversion rates as well as additional special exceptions, such as certain guaranteed buy-back values on traditional policies� 3.17 Nonlife insurance contracts Basically, all standard products in the nonlife business contain sufficient insurance risk so as to be classified as insurance con- tracts under IFRS 4� Within the Group, the nonlife business is divided into seven main sectors: → Accident All standard product types that are typical for the respective market are offered in the accident sector� In Belgium and Switzerland in particular, there are additional specific, government-regulated occupational accident products, which do not correspond to the otherwise usual products� → Health The Baloise Group writes health insurance only in Switzerland and Belgium� In addition to the typical treatment costs, the products in this sector also comprise benefits such as daily sickness allowance and are offered to individuals as well as small- and medium-sized businesses as so-called group insurance� → General liability In addition to conventional personal liability, thirdparty liability policies are also sold for certain professions� In Switzerland and Germany there are policies, in particular combined products, for small and medium-sized com- panies or for partners in industry, which include features such as product liability� Financial Report Notes to the Consolidated Annual Financial Statements 103 → Motor The two standard products common in the market, comprehensive and liability insurance, are offered here� In certain countries there are also special products for cooperative agreements with automobile clubs or with individual automobile companies� → Fire and other property insurance Beginning with conventional home insurance policies, there is a broad offering of property insurance including fire, building and water damage insurance policies and all the other common features� → Marine Marine insurance policies are primarily sold in Switzer- land and in Germany� In addition to the typical merchan- dise insurance, the products may also contain liability components� → Miscellaneous Small sectors such as loan and legal protection insurance are normally combined here� Financial guarantees are treated as loan payment protection insurances as long as they fulfil the definition of an insurance contract� 3.17.1 premiums The gross premiums written are those that have become due during the fiscal year� They include an amount necessary for covering the insurance risk as well as all cost markups� Those portions of the premiums attributable to future fiscal years are contractually accrued and, together with any provisions for premium shortfalls for the fiscal year (impending loss) and retirement provisions and any capitalised settlement premiums, comprise the unearned premium reserves disclosed in the balance sheet� Owing to the special characteristics of marine insurance, premiums are deferred not by contract, but on the basis of estimates� The premiums actually attributable to the fiscal year are designated as premiums earned� They are calculated from the premiums written and the change in unearned premium reserves� 3.17.2 Claims reserves At the end of every fiscal year, Baloise Group places great emphasis on creating adequate reserves for all claims that have occurred up to this key date� Besides the provisions for payments to be made for claims occurred, reserves are additionally created for claims settlement costs� In order to approximate as realistic an estimate as possible for these reserves, Baloise Group applies generally accepted mathematical-statistical methods besides the claims experience of recent years and all information available at this point in time, in particular the knowledge of experts entrusted with the handling of claims� The total claims reserve comprises three components� The provisions calculated using insurance-mathematical, so-called actuarial methods, form the basis� The second component is provisions for those complex special cases and events that do not lend themselves to purely statistical valuation� These are, as a rule, rare and rather untypical claims for a sector, usually major claims, whose extent must be individually assessed by claims experts� Both these components are provided without discounting� The third component is made-up of provisions for annuities, which are valued using basic actuarial principles, such as morbidity, technical interest rate, etc� and stem mainly from the motor, liability and accident sectors� By far the largest share of claims reserves is determined using actuarial methods� To this purpose, suitable actuarial forcasting methods are selected depending on sector, insurance product and existing claims history� Additional market data and assump- tions from ratings are used in the event of insufficient own claims history being available� The Baloise Group applies mainly the most common tried and tested Chain Ladder Method� This practice includes, besides an estimate of the development of the known claims, also the share of claims that are reported to the insurance company with delay or after the key date� The propor- tion of these so-called delayed claims is of great importance, especially in sectors with liability components� Emerging trends in claims development and recoveries are considered for this estimate as a matter of course� The mean ratio of the costs incurred to the actual claims payments is used to calculate the provisions for claims settlement costs� 104 Financial Report Notes to the Consolidated Annual Financial Statements The forecasting methods applied cannot completely eliminate the uncertainties that lie in the forecasting of future develop- ments� However, the systematic monitoring of the provisions created in a certain fiscal year permits the early identification of variances and, based on this, a revision of provisions and an adjustment to the forecasting method can be made where necessary� The bases for these analyses are the so-called claims triangles represented in aggregated form under section 5�4�5� As a rule, for typical nonlife sectors such as storm or household, calcula- tions are performed based on the payments of the past ten years� As a matter of course, for sectors that develop more slowly, such as e� g� liability, larger amounts of data are used and therefore claims triangles that reach much further back in time, based on payments as well as expenses (payments plus provisions)� Alongside different in-house control mechanisms, the Baloise Group has the provisions and the methods applied addition- ally reviewed at regular intervals by external specialists� In this context, please also note the liability adequacy test described in detail in section 3�17�4� The Baloise Group takes great care to execute the regular profitability analysis and audit required by the reporting standard as to whether the insurer can fulfil all its assumed obligations on the key date� Any under-coverage that arises is promptly balanced� 3.17.3 policyholder participation in surplus and profit Insurance contracts can provide for the customer’s participation in the surplus on their contracts (in particular in their claims history)� The expense for policyholder participation in surplus and profit arises from the payments and the change in the related provisions� The liability adequacy test as prescribed by IFRS requires that an analysis also be made as to whether the company entered into further obligations with all current contracts in the report- ing period� A profitability analysis of the insurance business for the current fiscal year must therefore be conducted to prove that adequate premiums were demanded and also that the amount of unearned premium reserves for liabilities in the ensuing reporting periods is covered� In addition, there are usually con- tracts that are automatically renewed for a further year on the same terms, which must likewise be analysed for their profit- ability� At the same time, this corresponds to an analysis of the recoverability of deferred acquisition costs (DAC)� Here, expected investment income from the relevant unearned premium reserves and existing claims reserves are considered� If a deficit is expected, the deferred acquisition costs are reduced by the respective amount� Should the total deferred acquisition costs not fully cover the resulting obligation, a separate provision for impend- ing losses is set up within unearned premium reserves� 3.18 life insurance contracts and financial contracts with discretionary participation features For insurance contracts and financial contracts with discre- tionary participation features, IFRS 4 allows users to continue to apply the previous valuation principles in accordance with section 1 for liabilities, as well as assets resulting directly from the contracts (deferred acquisition costs and portfolio value)� On principle, the following Baloise Group life insurance products contain sufficient insurance risk to be classified as insurance contracts under IFRS 4: → endowment life insurance, conventional life insurance and unit-linked life insurance, 3.17.4 liability adequacy test (lat) The liability adequacy test (LAT) is used at every balance sheet date to review whether existing provisions are adequate, taking all known developments into consideration� → the Switzerland Group Life Business (BVG), → term insurance policies, → immediate annuity insurances, → deferred annuity insurances with an annuity conversion To this purpose, all existing provisions, both claims reserves and annuities from the nonlife segment, are analysed and, in the event of a shortfall, an appropriate subsequent provision is created� These calculations explicitly include late claims and therefore result in adequate provisions for all claims which have already been made� rate guaranteed at conclusion of contract, → all supplementary insurance policies such as premium waiver, accidental death supplement, disability, etc� Financial Report Notes to the Consolidated Annual Financial Statements 105 The following accounting principles apply: 3.18.1 General evaluation principles For the traditional life insurance business, different principles are applied depending on the type of profit participation� Prin- cipally, premiums are recognised as income and benefits as expenses when due� In each case, the provision is based on actuarial principles or the net premium principle, which provides a balanced development of the provision from the premium� The actuarial assumptions for calculating provisions are deter- mined either as best estimates with explicit safety margins for particular transactions, or pursuant to local practice regarding provisions, and thus also take safety loading into consideration when contracts are concluded� The assumptions used are retained unchanged over the contractual period (lock-in), unless a liabil- ity adequacy test (LAT) shows that the resulting provisions, applied deducting deferred acquisition costs (DAC) or the present value of future profits (PVFP) on acquired insurance contracts, are to be increased� Unearned premium reserves, provisions for final bonus payments as well as certain cost premium com- ponents to be deferred (unearned revenue reserve, URR) are also carried as a component of the premium reserve� The liability adequacy test is conducted for the entire life insurance business on every balance sheet date� A reserve is determined as of the valuation date, taking into consideration all future cash flows (such as insurance benefits, surpluses, contract-related administrative expenses, etc�) based on the best estimates applicable to the assumptions at that time� If the minimum reserve for individual business lines thus determined exceeds the existing reserve, any existing deferred acquisition costs or present value of future profits are reduced, the reserves are immediately raised to the minimum level and the increase is recognised in the balance sheet� 3.18.2 present value of future profits on acquired insurance contracts (pVFp) The present value of future profits on acquired insurance con- tracts represents an identifiable intangible asset that arises in connection with the purchase of a life insurance company or of a life insurance portfolio� The initial valuation is made in accordance with actuarial principles� Depreciation is on a straight- line basis� The liability adequacy test is used to check the recov- erability of deferred acquisition costs regularly� 3.18.3 deferral of acquisition costs Acquisition costs are deferred (deferred acquisition costs, DAC)� Depending on the contract, amortisation occurs over the period of premium payments or insurance period� The liability adequacy test is used to check the recoverability of DAC� 3.18.4 unearned revenue reserve (uRR) The unearned revenue reserve (URR) are premium components charged for services in future periods� These premium compo- nents are recognised as liabilities and reversed by analogy in the deferred acquisition costs� 3.18.5 policyholders’ dividends In a majority of life insurance contracts, the policyholders have a right to policyholders’ dividends� The surpluses are paid in the form of benefit increases, pre- mium reductions or final policyholders’ dividends or accrued at interest to a surplus account� Surpluses already allocated, which are accrued on an interest-bearing basis, are recognised under the item “Policyholders’ dividends credited and provisions for future policyholders’ dividends” (section 23)� The relevant interest expense is included under the item “Interest expenses on insurance liabilities�” Surpluses that have been used to finance an increase in insurance benefits are recognised in the actuarial reserve� In the case of unit-linked life insurance, all investment income is, on principle, credited to the policyholder� IFRS 4 introduces the concept of a discretionary participation feature (DPF), which is not only relevant to the classification of contracts but also to the disclosure of surplus funds, in accord- ance with the policyholders’ share in the unrealised gains and losses recognised in IFRS equity and regarding the share of the higher or lower values recognised in profit or loss in the Consolidated Financial Statements – as compared to the finan- cial statement required by commercial law� Hence, the portion of the liability under an insurance contract that is attributable to a discretionary participation feature (discretionary partici- pation feature component) is to be reported separately� The Standard does not provide any clear guidelines regarding the valuation and disclosure of the discretionary participation feature component� 106 Financial Report Notes to the Consolidated Annual Financial Statements In the case of contracts with a discretionary participation feature, the Baloise Group considers the portion of the valuation differences attributable to these contracts, which are to be credited to policyholders pursuant to a statutory or contractual minimum quota as a discretionary participation feature component� Dis- tributable retained earnings, as well as chargeable unrealised gains and losses from fully consolidated subsidiaries are pro- portionately appropriated to the DPF component of the respec- tive life insurance company� The discretionary participation feature component thus determined is reported under the item “Provisions for future policyholders’ dividends” (section 23)� This item also includes policyholders’ dividends that are deferred and not yet allocated pursuant to local accounting principles� If no contractual or legal minimum quota is stipulated, the Baloise Group defines the discretionary participation feature as the existing reserve for premium refunds after considering final policyholders’ dividends� All other valuation differences between local and IFRS financial statements – in the absence of a minimum quota – are carried as part of equity� The applicable minimum quotas prescribed by law, contract or the company’s Articles of Association are country-specific� In Germany, Austria and for some Swiss group life business, life insurance companies are obliged by law to pay out a minimum portion of their profit to policyholders in the form of a surplus� In Germany, the policyholders must participate in gains� Negative partial results are absorbed by the shareholders� The policyholder has a 90 % share of capital gains (less actuarial interest), up to 75 % of the risk result and 50 % of the remaining result� For part of its portfolio, Deutscher Ring has addi tionally committed itself to the minimum quota of 95 % in its Articles of Association� In Austria, the minimum quota is stipulated in the terms and conditions of the contract� As a rule, it is 90 %� Minimum quotas are also applied to some of Swiss BVG business (occupational benefit plan) (which is subject to the legal quota), that is 100 % on change in liabilities and 90 % on change in assets� 3.19 Reinsurance Reinsurance contracts are insurance contracts between insur- ance companies and / or reinsurance companies� There must be a transfer of risk for a transaction to be recognised as rein- surance; otherwise the contract is treated as a financial contract� Active (i� e� assumed) reinsurance is recognised in the same period as the initial risk� The corresponding technical reserves are included in the “Unearned premium reserves (gross)” and “Claims reserves (gross)” liabilities accounts for the nonlife insurance business and in the “Actuarial reserves (gross)” lia- bilities accounts for the life insurance business� For nonlife insurance they are estimated as realistically as possible, based on experience values and the most recent information available; for life insurances they are established based on the opening transaction� Passive reinsurance (i� e� insurance ceded) is the business ceded to insurance companies outside the Group and includes imposts from direct life and nonlife business and from active reinsurance� Passive reinsurance assets are calculated over the same period and on the same basis as the original transaction and are recognised in the item “Reinsurance assets” (section 16)� Impairments are recognised in profit or loss for assets deemed to be at risk due to identifiable insolvency� 3.20 liabilities from banking business and financial contracts 3.20.1 with discretionary participation features (dpF) Financial contracts with discretionary participation features (DPF) represent an investment by the customer with a surplus participation feature� The accounting principle for these finan- cial contracts with discretionary participation features is the same as that for life insurance contracts, for which the valuation principles are described in section 3�18� 3.20.2 measured at amortised cost Savings deposits, medium-term bonds, mortgage-backed bonds and other liabilities including financial guarantees, which do not fulfil the definition of an insurance contract, are speci fically recognised under liabilities measured at amortised cost� They are initially measured at acquisition cost (fair value)� The difference between acquisition and repayment value is recognised over the term in profit or loss in “Result from finan- cial contracts” pursuant to the Amortised Cost Method using the Effective Interest Method� Financial Report Notes to the Consolidated Annual Financial Statements 107 3.20.3 Recognised at fair value through profit or loss This item states both financial contracts where the holder bears the investment risk himself and liabilities from the banking business which are recognised at fair value through profit or loss as part of hedging considerations (natural hedge) as a result of designation� 3.21 Financial liabilities Bonds issued on the capital market – with the exception of bonds from the banking segment – are recognised in financial liabil- ities� Financial liabilities are initially valued at acquisition cost (fair value)� The acquisition value also includes transaction costs� The difference between the acquisition and repayment value is recognised over the term as borrowing costs in profit or loss pursuant to the Amortised Cost Method using the Effective Interest Method� The convertible bond issued by Bâloise Holding includes a liability as well as an embedded option (conversion right for Bâloise Holding shares)� The fair value of the embedded option is calculated on the balance sheet date and stated separately in equity� The acquisition cost of the liability component corre- sponds to the present value of the future cash flow at the time of emission� The market interest rate of similar bonds without conversion or option rights is applied as the discount rate� 3.22 employee benefits The Baloise Group’s benefits to employees include all forms of compensation granted in exchange for services rendered or in special circumstances� The following benefits are calculated: short-term benefits (such as wages), benefits over the long term (such as anni versary payments), as well as benefits upon termination of employment (such as severance pay and benefits from social compensation plans) and post-employment benefits� The following benefits may be especially significant due to their scope: 3.22.1 post-employment benefits The main retirement benefits are annuities from retirement provisions and contributions made by the employer to mortgages as well as certain insurance policy benefits� The benefits are paid after termination of employment; they are financed during the period in which the employee is active� The retirement benefits of the Baloise Group currently consist almost exclusively of defined benefit plans� The liabilities are calculated using the Projected Unit Credit Method� The assets that correspond to the liabilities are only consid- ered if they are ceded to an entity other than the employer, e� g� a foundation� Such assets are valued at fair value� Unrecognised technical gains and losses that exceeded the greater of the present value of the defined-benefit liabilities or the fair value of plan assets by 10 % at the end of the preceding reporting period are recognised in the income statement, based on the expected average of the remaining years of service of the employees participating in the plans� Baloise Group pension agreements are tailored to local conditions with regard to enrolment and scope of benefits� 3.22.2 share-based payments The Baloise Group offers employees and senior members of staff various plans in which shares are granted as part of the overall compensation package� Employee Participation Plan, Share Subscription Scheme (SSS), Employee Share Ownership Plan, performance quota and performance share units (PSU) are valued and disclosed in accordance with IFRS 2 “Share-based Payment�” Plans that are serviced by shares in Bâloise Holding are valued at the calculated value on the date of granting and are recognised as personnel expenses during the blocking period and credited to equity� Plans that are serviced in cash and whose amount is based on the fair value of Bâloise Holding shares are recognised at the calculated value on the balance sheet date and reported as a liability� 108 Financial Report Notes to the Consolidated Annual Financial Statements 3.23 Financial provisions Financial provisions for restructuring and legal claims are set up for current legal or actual obligations, which will probably result in a future outflow of funds that can be reliably estimated� The assessment is based on the best possible estimate of the expected outlays� If the liability cannot be estimated with sufficient reliability, it is reported as a contingent liability� 3.24 taxes Provisions for deferred income taxes are set up pursuant to the Liability Method, i� e� they are based on the current or future expected tax rate� Deferred income taxes consider the income tax effects of temporary variances in recognition and valuation of assets and liabilities under IFRS and for tax purposes� When calculating deferred income taxes, unused tax losses are taken into consideration only insofar as it is probable that sufficient taxable profits will be generated in future� Deferred tax assets and liabilities are offset and reported net, provided the preconditions for offsetting are fulfilled� These are, as a rule, fulfilled if fiscal sovereignty, taxable entity and tax type are identical� 3.25 Recognition of income Income is recognised at fair value of the consideration received or to be claimed� Inter-company transactions and the resulting gains or losses are eliminated� Income is recognised as follows: 3.25.1 income from services rendered Income from services rendered is recognised in the period in which the service is provided� 3.25.2 interest income Interest income on financial instruments, which is not recognised at fair value through profit or loss, is recognised using the Effective Interest Method� If the value of a receivable is adjusted, the recoverable amount is depreciated to equal the difference between the present value of the estimated future cash inflows and outflows and discounted using the original interest rate in the contract� 3.25.3 dividend income Dividend income on financial assets is recognised as soon as the legal claim to payment arises� Financial Report Notes to the Consolidated Annual Financial Statements 109 4. CritiCal aCCounting prinCiples → Mortgages and loans and estimation unCertainties The Consolidated Annual Financial Statements of the Baloise Group include estimates and assumptions, which could have an impact on the Annual Financial Statements of the next fiscal year. Estimates and the discretionary power of the management are continuously reviewed and are based on experience and other factors, including expectations of future events that appear reasonable on the date the balance sheet is prepared. 4.1 Fair value of financial instruments Fair value is determined based on the quoted market price, if available. Should no quoted market price be available, the fair value is estimated based on the cash value or using valuation methods. Such methods are materially influenced by the assumptions applied, which consider discount rates and estima- tions of future cash flows. Baloise applies primarily fair values; should these not be available, own models are applied. The following investment categories are measured at fair value: → Investment properties Fair value of investment properties is determined using the Discounted Cash Flow Method. The estimates and assumptions applied are listed in section 3.6. → Financial assets of an equity or debt nature (available for sale and recognised at fair value through profit or loss) The fair value is based on market prices. Should no quo- tation exist, or the market is assessed as inactive, then the fair value is estimated based on generally approved methods (Present Value Method, etc.), independent evaluations by comparing market prices of similar instru- ments and the effective market situation. Derivative financial instruments are valued based on quoted maket prices or models. For private equity investments, different estimations methods are applied, such as the analysis of discounted cash flows or the reference to comparable recent transactions between knowledgeable, willing partners in an arm’s length transaction should no fair value be available. These financial assets are charged at acquisition value and accordingly disclosed should the estimates not permit reliable valuations. Hedge funds are measured at fair value based on public quotes, if available, otherwise fair value is determined by independent third parties. (recognised at fair value through profit or loss) Mortgages and loans are designated as recognised at fair value through profit or loss within the scope of hedging considerations (natural hedge). The evaluation of these portfolios is performed using an interest yield curve. → Financial contracts (recognised at fair value through profit or loss) Life settlement contracts (secondary market policies) are measured at fair value. The valuation is performed using the Income Approach Method. Thus the valuation of the guaranteed payout on maturity includes already allocated and future policyholders’ dividends, final policyolders’ dividends as well as risk-adjusted discount rates. The following financial liabilities are measured at fair value: → Liabilities from the banking business and from financial contracts (measured at fair value and recognised through profit or loss) Liabilities from investment-type life insurance policies without or with only marginal risk transfer are – due to the capitalised assets of these liabilities – valued at fair value. → Derivative financial instruments Valuation at fair value is performed based on quoted market prices or models. 4.2 Financial assets of a debt nature held to maturity The Baloise Group applies the provisions of IAS 39 to classify non-derivative financial instruments with fixed or deter minable payments as held to maturity. To do so, Baloise assesses the positive intent and feasibility of holding these financial instru- ments to maturity. If, contrary to the original intention, these financial instruments are not held to maturity – disregarding specific circumstances such as the sale of a negligible portion – the Baloise Group must reassign all held to maturity financial instruments to the “available for sale” category with a subsequent valuation at fair value. The fair values of those financial assets of a debt nature classified as “held to maturity” may be found in section 12. 110 Financial Report Notes to the Consolidated Annual Financial Statements 4.3 impairment losses At every balance sheet date, it is ascertained whether objective evidence of sustained impairment of a financial asset exists. → Financial assets of an equity nature (available for sale) An impairment is mandatory for available financial assets of an equity nature, whose fair value on the balance sheet date is below the acquisition value by more than half or whose fair value lies below the acquisition value on the balance sheet date or if its fair value remains below the acquisition value during the 12 months before the balance sheet date. The creation of an impairment is reviewed for securities whose fair value lies between 20 % and 50 % below the acquisition value on the balance sheet date. The evaluation of an impairment includes various factors such as the volatility of the security, rating, analysts’ reports, economic environment, industry outlook, etc. → Financial assets of a debt nature (available for sale and held to maturity) Objective evidence of an impairment of a financial asset includes observable data to the following cases: – considerable financial difficulties on the part of the debtor, – a breach of contract, such as the failure to pay or delayed payment of interest or repayment instalments, – increased probability that the borrower will declare bankruptcy or enter into other reorganisation proceedings, – observable data indicating a measurable reduction of the expected cash flow from a group of financial assets since their initial evaluation. Analysts’ reports from banks as well as rating agency appraisals are used to assess an impairment loss. → Mortgages and loans (carried at cost) The recoverability of the mortgage portfolio is verified at regular intervals. The methods and assumptions applied are also regularly audited to reduce variances between the actual and the anticipated default probability. 4.4 deferred income taxes Unused tax losses carried forward and other deferred tax assets are capitalised if it is probable that they will be realised. Assumptions regarding the probability that these tax benefits will be recovered are made for this purpose, based on the financial history and on the future income of the respective taxable entity. 4.5 estimation uncertainties specific to insurance Estimation uncertainties in the area of technical risks are explained in section 5.4 et seq. 4.6 Financial provisions The assessment of financial provisions includes assumptions concerning the probability, the date and the amount of an outflow of funds representing an economic benefit. If such an outflow of funds is probable and a reliable estimate is possible, an appropriate provision is set up. 4.7 employee benefits In calculating performance-based payments to employees, assumptions are made regarding the expected return on plan assets, the economic benefit of assets, future pay and pension benefit developments, the applicable discount and other param- eters. The most important assumptions are derived from pre vious estimate experience. The assumptions included in the calcula- tion are explained in section 18.2.10. 4.8 impairment of goodwill The recoverability of goodwill is verified annually either towards the end of the year or when objective evidence exists for impair- ment. For this recoverability audit, a value of benefit is deter- mined, which is primarily based on estimates, such as finance planning approved by management and the discount or growth rates listed in section 9. Financial Report Notes to the Consolidated Annual Financial Statements 111 5. management oF insuranCe risks and FinanCe risks The companies of the Baloise Group offer their customers non- life insurance and life insurance, as well as (in Switzerland and, with certain restrictions, in Germany) bank products. Accord- ingly, the Baloise Group is exposed to various risks. The main risks in the nonlife insurance sector are: natural disasters, large-scale industrial risks, liability risks and per- sonal injury risks. The whole insurance business is regularly examined by means of comprehensive analyses. The results of these analyses flow into the formation of reserves, the pricing and the structuring of insurance products and reinsurance contracts. In the nonlife business, studies were carried out, particularly in recent years, regarding natural disasters, partly together with reinsurance companies and brokers, in order to determine the exposure and the necessary degree of risk transfer. In the life insurance sector, the following biometric risks are predominant: → longevity risk in the cases of pension insurance and endowment insurance respectively, → mortality risk in the cases of death insurance and endowment insurances, → disability risk in the sense of a risk of insufficient tarif, due to a disability taking an unfavourable course of development. Through the provision of interest rate guarantees, the Group is in addition exposed to the interest rate change risk. Furthermore, implicit financial guarantees and options exist, which have an impact on the liquidity, investment planning and the income of the companies; these are, in particular, the provision of a guaranteed buy-back value in the case of cancellation, and guaranteed pension factors upon entry into the payout phase, in the case of pension insurances. The risks specific to life insurance – longevity, death and disability – are monitored on an ongoing basis. The Baloise Group companies monitor and analyse mortality rates, as well as customer behaviour regarding cancellation, invalidations and reactivations, on a decentralised basis. In this process, statistics, which are customary in the market and are defined by actuaries and accompanied by sufficient safety margins are used. The information gained flows, on the one hand, into appropriate pricing and, on the other, it is used to set up sufficient provisions to fulfil future insurance obligations. Due to the conservative pricing calculation demanded by government legislation and the comparatively good statistical basis, the risks here are controllable. In the pension insurance sector, there is, an additional inherent trend risk – the continuous rise in life expectancy, leading to increasingly longer pension payouts. This risk is taken into account accordingly, by using suitable foun- dations for calculation. In addition, more and more pension insurance policies are being signed whereby the pension conver- sion factor is not fixed at the time of signing, but is rather performed using a calculation basis valid at that time. This is particularly the case regarding unit-linked pension products. The management of insurance contracts with surplus parti- cipation features facilitates additional risk equalisation. One possible course of action in a changed risk situation can consist of the surpluses being adapted to local stipulations. However, the unbundling of the surpluses between the insured and the company is subject not only to local law, but also to the demands of the market. The main risk categories of the banking division of the Baloise Group are credit risk, interest rate risk and liquidity risk. These risks are recorded and managed locally by the banks. The credit portfolio is monitored and analysed on an ongoing basis. In this process, various instruments are used, such as standardised credit stipulations and procedures, scoring and rating pro cedures, focusing on low-risk markets, and automatic dunning. The information gained flows into the loan decisions. In the case of Deutscher Ring Bausparkasse AG, there is also a so-called collective risk, meaning that the long-term, even- handed allocation of building society savings contracts must be guaranteed by the collective group of savers. This guarantee is provided by the collective group, provided that it can be proved that the reserves for fluctuations at least remain in credit over the long term based on simulation calculations. In the case of the Deutscher Ring Bausparkasse, the collective risk is monitored and managed using a simulation model. In this process, the collective total customer base of the building society is up dated with future projections, on a contract-by-contract basis, incorpo- rating new business scenarios and lessons from previously observed patterns of behaviour. Since 2007 and due to the threat of a pandemic, the existing emergency plans for natural and fire disasters, pandemics, attacks or the like have been reviewed and expanded to include a pandemic scenario. Additional emergency plans were drawn up to ensure the continuation of operations with severely reduced staff numbers. At the Swiss office several pandemic staff drills took place in 2008. In the summer of 2009, in the WHO Phase 6, all employees in Switzerland received a personal safety pack and the in-house management and information tool “Pandemic Web” went online. Management decisions before, during and after a crisis are 112 Financial Report Notes to the Consolidated Annual Financial Statements prepared by a Group crisis team since 2008. The Head of this committee reports directly to the Group CEO. The structure of the crisis team depends on the situation and the type of risk (insurance, banking, finances, solvency, reputation). In 2011 the crisis team did not convene; the outbreak of EHEC was mainly limited to Germany and was officially declared over by the German authorities at the end of July 2011. 5.1 organisation of risk management of the Baloise group With its insurance and banking activities in various European countries, as well as its worldwide capital investments, the Baloise Group is exposed to market risks such as currency risks, credit risks, risks of interest rate changes and liquidity risks. To monitor these risks, the Baloise Group has implemented comprehensive, Group-wide risk management in all the Group’s insurance and banking units. The Group-wide Risk Manage- ment Standards have the following points of emphasis: → organisation and responsibilities, → methods, rules and limits, → risk monitoring. In this process, all activities directly related to risk manage- ment are summarised in a collective set of rules and inter- nally coordinated. At the highest level, the total risks of the Group and the individual business units are restricted and directed by means of corresponding internal and external bandwidths. At the level of finance risks and business risks, there are various limits and rules, which either reduce the identified individual risks to a level acceptable to the Group or eliminate them completely. Responsibility is assumed within the Group and each busi- ness unit respectively for each individual identified risk by a risk owner. The risk owners are defined all along the line and according to levels of seniority. The Group’s most senior risk owner is the Chief Executive Officer of the Baloise Group. The persons responsible for the implementation of systematic risk controlling and of risk reporting are the risk controllers, defined parallel to the risk owners. In selecting risk controllers, parti- cular care was taken to ensure the independence of the function. Points of emphasis for risk controlling within the Baloise Group are the following areas: investment risks, business risks (risks relating to the technicalities and the bank risks respectively), financial structural risks and compliance. The Group’s most senior risk controller is the Chief Financial Officer of the Baloise Group. The risk map of the Baloise Group illustrates the categori- sation of identified risks. The risks are subdivided into the following three levels: → nature of risk, → secondary nature of risk, → type of risk. The risk types “Business environment risks,” “Investment risks” and “Financial structure risks” are directly related to the core business activity of the Baloise Group. These risks are system- atically addressed, managed and optimised by the management and various risk committees. The analysis of these risks is model- based and ultimately leads to a comprehensive, overall view. “Business environment risks,” “Operational risks” and “Leader- ship and information risks” arise directly or indirectly from the operation of the business, the business environment or the strategic activities of any company. The risks of this type are also quantitatively recorded, evaluated and managed. Due to the comprehensive nature of the quantification process, the relevance of the risk in question can likewise be analysed, in the context of the overall risk situation for the Baloise Group, or for the individual company respectively. The central Risk Management of the Baloise Group is under the control of the Group CFO in the Group division Finance. It coordinates Group-internal directives, risk reporting and the continued specialist development of suitable risk management processes and tools. On a monthly basis, it follows the econo mic market developments and their implications for the risk port- folio and the individual risk capacity of all business units, as well as of the Group as a whole. The responsible risk owners and risk controllers evaluate the plausibility of the figures submitted, considering them accordingly in their management decisions. The non-diversifiable market risk is managed using, amongst other things, stochastic methods and comprehensive scenario analyses from centralised and decentralised units. For each identified risk category there is a corresponding half-yearly reporting procedure. For this purpose each business unit produces a risk report, serving as a basis for the Group-wide risk report. Key figures for financial risks and technical risks are released internally each month, within the scope of a risk- controlling tool for both the Group and also for each strategic business unit. Financial Report Notes to the Consolidated Annual Financial Statements 113 5.2 underwriting strategy: nonlife and life Primarily, the Baloise Group underwrites insurance risks of private individuals, as well as small to medium-sized enter- prises in selected countries of mainland Europe. Industrial insurance in the property, liability, marine and technical seg- ments is mainly offered through Baloise Insurance in Basel or its subsidiary in Bad Homburg (Germany) and through the Belgian business unit Mercator. In this particularly high-risk segment, the central management of industrial insurance ensures a consistent level of quality and a high degree of transparency for the underwritten business. Each business unit of the Baloise Group issues rules of pro- cedure regarding the underwriting and checking of risks. These contain definitive allocations of responsibility and underwrit- ing limits according to the sector. The underwriting limits are approved by the most senior committee of the business unit and made known to the Corporate Excecutive Committee. In the industrial insurance sector the maximum underwriting limit risk map Business risks investment risks Financial Business operational risks management / structure risks environment risks information risks Technical risks Life Market risks Asset liability risks Changes to regulations Computer security Structure of → Interest guarantee → Interest → Interest fluctuation → Data organisation → Parameter risks → Shares risk Market / competitors → Software / → Worst-case scenario → Currencies → (Re) financing, hardware /network Corporate culture → Creation of → Real estate liquidity External events → Physical reliability provisions → Market liquidity Business portfolio → Derivatives Regulatory provisions Investors Personnel risks Technical risks Nonlife → Alternative → Skills / capacities Merger and acquisitions → Premiums → Claims investments Risk capitalisation → Worst-case scenario Credt risks → Creation of provisions Reinsurance → Premiums / rating → Default → Active reinsurance Loan management → Knowledge availability → Incentive systems External Legal risks → Contracts communication Projection, plan, → Liability and litigation budget → Tax → Pension fund Project portfolio Compliance Management → Breach of Standards information → Fraud / illegal actions Business processes → Process risks → Project risks 114 Financial Report Notes to the Consolidated Annual Financial Statements was set at CHF 100 million (previous year: CHF 100 million) for Switzerland and EUR 60 million (previous year: EUR 60 mil- lion) for Germany and Belgium. Within the Group, comparable underwriting limits continue to exist only for marine insurance. Risk management in industrial insurance also uses instruments to determine the required premium, as well as a risk-oriented overall portfolio management. For its elementary damage exposure, Baloise buys in reinsur- ance capacities to the value of CHF 250 million (previous year: CHF 250 million) for the total Group. 5.3 reinsurance strategy: nonlife and life Contractual reinsurance in the nonlife sector of the Baloise Group is structured by the Finance division for all the business units of the Group through the Group-wide reinsurance and placed in the market. In structuring the programmes, Group- wide reinsurance takes the risk-bearing capacity of the Group as a whole as its reference point. At present, the Group has placed exclusively non-proportional reinsurance programmes. The Group’s maximum excess charge for cumulative damage amounts to CHF 20 million (previous year: CHF 20 million), for in dividual damage it equals CHF 16 million in case of property damage (previous year CHF 16 million), CHF 15 million for transport damage (previous year: CHF 15 million) and CHF 12.5 million (previous year: CHF 12.5 million) for liability damage. In indivi- dual cases, the local business units of the Baloise Group take out further optional reinsurance protection. This type of rein- surance is heavily dependent on the respective individual risk and accordingly it is allocated by the business units themselves. Reinsurance contracts can only be concluded with organisa- tions which have received advance approval from the Finance division of the Group. The reinsurers usually have a minimum “A–” rating from Standard & Poor’s. In exceptional cases, a “BBB+” rating or a comparable rating from another recognised rating agency is approved. However, these reinsurance contracts are only used for nonlife asset insurance, regarding rapidly-handled claims. The provision does not apply to captives and pools acting as active reinsurers that, as a rule, have no rating. The default risk amongst reinsurers is regularly checked. A “watchlist” is maintained regarding reinsurers, who are bank- rupt or who have payment difficulties. This list states in detail all the Group’s relationships, open and written-off receivables and provisions with respect to these reinsurers. The “watchlist” is regularly updated. In principle, the same demands are made of a reinsurer for life insurances as for the nonlife sector. In the life insurance business reinsurance has a lower degree of significance. 5.4 nonlife 5.4.1 insurance-specific risk Primarily, the Baloise Group underwrites insurance risks of private individuals, as well as of small to medium-sized enter- prises, in selected countries of mainland Europe. Apart from that, there is also business with industrial customers in Swit- zerland and Germany. Underwriting risks are limited by price monitoring and adjustment, as well as directives and limits on underwriting adjusted to the size and the country of the port- folio in question. 5.4.2 assumptions → Claims reserves / claims settlement The structure of the existing portfolios must generate data that are sufficiently homogenous in order to determine the claims reserve using designated analytical actuarial methods. The typical development pattern of the previous years is considered a particularly reasonable basis for extrapolation. If needs be, additional assumptions might be made in isolated cases that display an extreme break- away from the usual claims development. → Claims handling expenses Provisions are set up for handling claims in proportion to the existing claims reserve. These provisions are based on the ratio of average claims handling costs incurred in previous years to the payments made during the period. → Annuities Usually, the bases used for calculating annuities (mortality tables, interest rates, etc.) are provided or approved by the appropriate public authority of the respective country. However, as certain parameters can change relatively quickly, the appropriateness of the annuity provisions is checked yearly (in the course of the liability adequacy test) and additional reserves are allocated in case of insufficient coverage. Financial Report Notes to the Consolidated Annual Financial Statements 115 The calculation of these claims reserves is always associated with a degree of uncertainty. Both the point in time for recog- nising such cases and the size of such possible claims contain a substantially higher degree of uncertainty than is the case with all traditionally established claims patterns. The reserves are in part calculated based on reports by external actuaries. In this process, an analysis is usually made of an optimistic and a pessimistic scenario respectively. The Baloise Group’s reserve policy always focuses at least on the mean value of both sce- narios. In particular, it is difficult to evaluate the level of reserves for claims incurred but not reported; consequently additional fluctuations can not be ruled out. According to experts’ estimates one must therefore work on the basis that variances of approx- imately 10 % could occur. This equates to an effect of approxi- mately CHF 8 million after taxes and before reinsurance (previous year: CHF 10 million) regarding the corresponding provision. 5.4.3 Changes in the assumptions In principle, the assumptions underlying the formation of claims reserves are constant. In the case of the basis for calculating annuities, adjustments are made time and again over the years. In particular when considering the most recent findings regard- ing longevity. 5.4.4 sensitivity analysis Apart from the natural volatility of the insurance business, there are parameters to determine technical reserves, which can have a considerable impact on the annual result and equity of an insurance company. In the nonlife sector the following assump- tions and their immediate implications for the consolidated annual result and consolidated equity were examined, within the scope of a sensitivity analysis: errors in estimation for claims reserves (including Incurred But Not Reported – IBNR) and the provisions in the Run Off sector. All Baloise Group reserves calculated using actuarial methods or placed individually for special claims (inter alia, large claims, but excluding Run Off and reserves for annuities) equalled CHF 4,629.7 million at the end of 2011 (previous year: CHF 4,023.9 million). A 10 % deviation from this provision would result in claims incurred (after taxes) before reinsurance approximately CHF 335.9 million higher or lower respectively (previous year: CHF 294.9 million). The majority of the reserves in the Run Off sector originate from liabilities which the Baloise Group assumed on the London market up to the beginning of the 1990s. In this regard the primary burden for us are liability claims from the asbestos and environmental sectors. 116 Financial Report Notes to the Consolidated Annual Financial Statements 5.4.5 Claims development analysis of claims development – gross (before reinsurance) by strategic business units The reinsurance share is small and would not change the validity of the following claims development tables. estimated Claims inCurred switzerland (Cumulative) 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 total Year of claims occurrence in CHF million At the end of the year of the claims occurrence One year later Two years later Three years later Four years later Five years later Six years later Seven years later Eight years later Nine years later Estimated claims incurred 734.4 724.7 760.1 757.8 748.8 753.2 746.9 742.9 741.6 741.6 735.2 766.3 754.2 951.2 684.1 681.4 641.7 690.7 723.1 777.9 736.3 744.9 752.9 744.4 737.8 734.5 735.6 733.8 – 710.4 692.7 692.2 698.1 677.8 679.4 674.1 – – 918.9 905.0 890.8 862.6 855.5 852.0 – – – 647.6 633.0 619.0 619.7 607.8 – – – – 693.2 686.6 674.2 662.3 – – – – – 631.4 628.6 623.6 – – – – – – 670.6 657.4 – – – – – – – 685.4 – – – – – – – – – – – – – – – – – 733.8 674.1 852.0 607.8 662.3 623.6 657.4 685.4 777.9 7,015.9 – – – – – – – – – – Claims paid – 676.6 – 647.5 – 597.1 – 768.9 – 513.9 – 550.9 – 491.2 – 519.3 – 502.8 – 348.3 – 5,616.5 Claims reserves – gross 65.0 86.3 77.0 83.1 93.9 111.4 132.4 138.1 182.6 429.6 1,399.4 Claims reserves before 2002 – gross (including major claims and indirect business) Provisions for annuities (nonlife, including IBNR) gross Reinsurance share Claims reserves – net 412.2 639.1 – 342.0 2,108.7 Financial Report Notes to the Consolidated Annual Financial Statements 117 For a better understanding, the following claims development analyses are specified in euros. estimated Claims inCurred germanY (Cumulative) 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 total Year of claims occurrence in EUR million At the end of the year of the claims occurrence One year later Two years later Three years later Four years later Five years later Six years later Seven years later Eight years later Nine years later Estimated claims incurred 1 409.9 412.2 411.0 406.1 407.3 402.8 396.0 391.9 391.7 391.7 276.4 1 370.8 325.8 292.2 283.8 306.7 298.2 288.0 302.5 290.8 348.5 346.7 334.4 336.5 333.7 330.4 327.4 327.0 – 304.2 291.8 295.5 292.4 290.4 288.4 289.8 – – 279.9 285.8 276.5 272.9 269.4 268.1 – – – 288.7 283.7 278.8 276.9 277.5 – – – – 303.0 295.5 294.1 293.1 – – – – – 296.2 299.7 300.3 – – – – – – 286.4 289.0 – – – – – – – 299.7 – – – – – – – – – – – – – – – – – 327.0 289.8 268.1 277.5 293.1 300.3 289.0 299.7 290.8 3,027.0 – – – – – – – – – Claims paid – 384.1 – 321.7 – 284.0 – 264.0 – 264.9 – 287.1 – 288.0 – 265.8 – 254.4 – 156.1 – 2,770.1 Claims reserves – gross 7.6 5.3 5.8 4.1 12.6 6.0 12.3 23.2 45.3 134.7 Claims reserves before 2002 – gross (including major claims and indirect business) Provisions for annuities (nonlife, including IBNR) gross Reinsurance share Claims reserves – net 1 The increase in the overall amount of estimated claim payments is primarily due to the addition of the Securitas Group. 256.9 284.5 70.9 – 135.4 476.9 118 Financial Report Notes to the Consolidated Annual Financial Statements estimated Claims inCurred Belgium (Cumulative) 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 total Year of claims occurrence in EUR million At the end of the year of the claims occurrence One year later Two years later Three years later Four years later Five years later Six years later Seven years later Eight years later Nine years later 1 202.0 242.0 218.3 216.8 203.5 188.9 203.2 205.7 228.0 235.1 1 308.7 238.1 228.6 217.6 214.2 209.7 208.6 204.2 200.6 198.4 199.1 193.6 186.6 181.9 182.8 177.6 1 177.7 – 201.0 203.9 192.8 190.3 187.1 183.1 1 184.6 – – 201.1 188.7 187.4 184.0 181.4 1 182.3 – – – 185.0 182.6 182.6 179.5 1 179.9 – – – – 216.3 213.1 208.7 1 211.1 – – – – – 215.2 212.3 1 216.5 – – – – – – 248.5 1 287.1 1 252.2 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – Estimated claims incurred 202.0 177.7 184.6 182.3 179.9 211.1 216.5 252.2 287.1 308.7 2,202.1 Claims paid – 179.4 – 153.0 – 156.6 – 148.8 – 146.0 – 161.0 – 163.5 – 182.1 – 204.5 – 154.0 – 1,648.9 Claims reserves – gross 22.6 24.7 28.0 33.5 33.9 50.1 53.0 70.1 82.6 154.7 Claims reserves before 2002 – gross (including major claims and indirect business) Provisions for annuities (nonlife, including IBNR) gross Reinsurance share Claims reserves – net 1 The increase in the overall amount of estimated claim payments is primarily due to the addition of the Avéro Schadevezekering Benelux NV. 553.2 200.0 141.2 – 110.4 784.0 Financial Report Notes to the Consolidated Annual Financial Statements 119 estimated Claims inCurred luxemBourg (Cumulative) 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 total Year of claims occurrence in EUR million At the end of the year of the claims occurrence One year later Two years later Three years later Four years later Five years later Six years later Seven years later Eight years later Nine years later Estimated claims incurred 11.3 10.6 10.7 10.6 10.4 10.3 10.2 10.2 1 14.2 14.2 11.2 11.5 11.3 11.1 10.5 10.3 10.3 1 15.8 – 15.8 11.3 11.3 12.6 11.4 12.7 14.2 15.0 17.5 1 25.0 1 23.6 11.6 11.3 10.9 10.8 10.6 10.5 1 14.6 – – 11.0 10.7 10.4 10.3 10.2 1 13.6 – – – 12.0 11.9 11.7 11.6 1 16.4 – – – – 13.6 13.0 12.9 1 18.9 – – – – – 14.9 15.1 1 20.8 – – – – – – 16.9 1 21.5 – – – – – – – 1 22.0 – – – – – – – – – – – – – – – – – 14.6 13.6 16.4 18.9 20.8 21.5 22.0 23.6 181.4 – – – – – – – – – – Claims paid – 14.0 – 15.6 – 14.3 – 13.3 – 15.8 – 18.1 – 19.3 – 19.6 – 18.8 – 13.8 – 162.6 Claims reserves – gross 0.2 0.2 0.3 0.3 0.6 0.8 1.5 1.9 3.2 9.8 Claims reserves before 2002 – gross (including major claims and indirect business) Provisions for annuities (nonlife, including IBNR) gross Reinsurance share Claims reserves – net 18.8 15.7 0.0 – 12.6 21.9 1 The increase in the overall amount of estimated claim payments is primarily due to the addition of the Bâloise Luxembourg IARD S.A. . analysis of claims development for the segment “other units” A large part of the provisions of this segment come from the Run Off sector. Due to the special nature of the business, it is difficult to conduct meaningful analyses on the basis of own loss data only. Therefore, the provisions formed involve an increased uncertainty. The survival ratio – the ratio of the provisions to the average claims payments of the last three years – is a common parameter for assessing the adequacy of the provisions for asbestos and environmental damages. The ratio indicates for how many years the provisions will last to cover the claims payments. At the end of the reporting period, the survival ratio was at 33 years (previous year: 42 years). 120 Financial Report Notes to the Consolidated Annual Financial Statements 5.5 life 5.5.1 insurance-specific risk Traditional life insurance is referred to as fixed-sum insurance; rather than being an amount due to a claim, a fixed sum is paid out when the insured event (e. g. survival or death) occurs. Capital and / or pension benefits in the event of premature death (death insurance) and disability (disability insurance) are insured in the form of risk insurance, while the savings insurance focuses primarily on savings for old age. The endowment life insurance combines risk protection with the savings process. average teChniCal interest 31 deCemBer 2010 in CHF million Technical reserves excluding interest guarantee Technical reserves with 0 % interest guarantee Technical reserves with positive interest guarantee Average technical interest of positive interest guarantees 31 deCemBer 2011 Technical reserves excluding interest guarantee Technical reserves with 0 % interest guarantee Technical reserves with positive interest guarantee Average technical interest of positive interest guarantees switzerland individual life switzerland group life germany Belgium luxembourg other units 477.2 691.0 2,605.3 813.6 498.9 206.5 53.6 58.7 271.1 103.0 16.8 32.5 8,895.6 11,735.0 9,627.6 1,273.3 197.2 494.4 2.8 % 2.1 % 3.4 % 4.0 % 2.9 % 3.4 % switzerland individual life switzerland group life 525.9 895.8 germany 2,409.1 772.9 692.6 180.5 Belgium luxembourg other units 75.4 77.3 229.0 117.1 15.7 28.8 8,557.9 12,157.3 9,375.3 2,614.3 213.9 487.9 2.7 % 1.9 % 3.4 % 3.8 % 2.8 % 3.2 % The guaranteed technical interest represents a risk for the traditional life insurance and Group Life Business. Interest increases are associated with the risk of increased contract terminations (cancellations), which could lead to liquidity problems due to the pay-out of benefits. This risk is reduced by cancellation deductions. In the past, no significant connection could be observed between interest increases and the scope of contract terminations. On the other hand, decreasing interest entails the risk that the investment income may no longer be sufficient to finance the technical interest. This risk is reduced by Asset & Liability Management (ALM) and partially by policyholders’ dividends. Unit-linked life insurance is usually a endowment life insurance or a deferred pension insurance policy, which gives the policyholder more flexibility in the investment process. During the deferment period, unit-linked pension insurance works in a similar way to endowment life insurance. In the pension payment period, the contract turns into a traditional pension insurance. In the event of death, the beneficiary receives the insurance sum or the fund balance, in cases where the fund balance exceeds the insurance sum. For the financing of the mortality cover in cases where risk capital exists Financial Report Notes to the Consolidated Annual Financial Statements 121 (corresponds to the positive difference between the insurance sum and the fund balance), a risk premium is debited from the fund on a periodic basis. The fund underlying the savings scheme is selected from a different number of funds – depending on the product – according to the specifications of the investor profile of the policyholder. Usually, the policyholder bears the full investment risk and benefits from any positive performance. In the case of unit-linked life insurance, neither the repurchase value nor the maturity value is guaranteed. However, a maturity value is partly granted via the selection of the fund. Typically, these are funds that secure the maturity value by means of the investment method (decreasing proportion of shares when share prices drop) in connection with a certain contract term. This type of business is offered in Switzerland and in Germany. For these specific contracts, the maturity guarantee of the life insurance policy may differ slightly from the fund value due to the arrangement of the contract. This risk is duly taken into consideration actuarially. In Germany, there are still a small number of contracts for which a minimum survival benefit, amounting to the contributions paid, is guaranteed without any fund-based hedging. Since 1999, this product has no longer been offered. In Switzerland, an interest guarantee exists for a closed portfolio segment. This interest guarantee was granted within the scope of the statutory pension scheme (3a policy). In the case of survival, the policyholder receives the value of the fund portion, but no less than the net savings premium plus technical interest (3.25 %). The funds permitted for these tariffs merely contain a small proportion of shares and are therefore characterised by a low volatility. An actuarial reserve is formed for the guarantee. In Belgium and in Switzerland, some closed funds also provide a maturity value guarantee. Banks not associated with the Group handle the fund management and secure the guarantee. Through its unit in Liechtenstein, the Baloise Group offers variable annuities products (VA) with unit-linked and life-long guaranteed pensions. Financial hedging is effected with an external bank partner and an external reinsurance solution. switzerland germany Belgium luxembourg other units 31.12.2010 31.12.2011 31.12.2010 31.12.2011 31.12.2010 31.12.2011 31.12.2010 31.12.2011 31.12.2010 31.12.2011 383.3 399.8 1,357.9 1,262.1 5.8 7.9 268.1 226.4 99.6 113.7 in CHF million Actuarial reserve from unit-linked life insurance Risk insurance can entail substantial risks, e. g. due to epidemics, lifestyle changes such as a lack of exercise, and terror attacks. Contracts that cover the survival risk are mainly subject to longevity risks, which may increase even more due to further progress in the field of medicine and further improvements to the standard of living. In the sphere of action, the named risks do not differ significantly. The group life business comprises in particular occupational pensions in Switzerland, which cover the risks of death, disability and survival in the same way as the individual life business. The special feature of the group life business is the impact of political decisions. The government determines the minimum interest to be paid on sav- ings, as well as the conversion rate with which the saved capital is to be converted into a pension upon retirement. However, these rules only apply to the minimum part of the accumulated capital that must be financed according to law. For the part exceeding this level, actuarially appropriate pension conversion rates are used. However, a change of the minimum interest rate also affects the existing statutory portfolio, not only the new business, as is usually the case in the individual life business. 122 Financial Report Notes to the Consolidated Annual Financial Statements Disability insurance is predominantly concerned with add-on insurance, i. e. with premium exemption for life insurance contracts with periodical premium payments in the event of disability. The independent disability insur- ance is insignificant. In terms of actuarial reserves, the disability risk accounts for approximately 6 % of the business. Traditional insurance Longevity risk Mortality risk Disability risk BVG retirement assets subtotal Unit-linked Longevity risk Mortality risk subtotal total actuarial reserves 31.12.2010 actuarial reserves 31.12.2011 in ChF million share % in ChF million share % 8,759.0 12,930.8 2,136.2 8,276.9 32,102.9 808.7 1,306.0 2,114.7 25.6 37.8 6.2 24.2 93.8 2.4 3.8 6.2 9,573.7 13,149.1 2,072.4 8,865.9 33,661.1 807.6 1,202.3 2,009.9 26.8 36.9 5.8 24.9 94.4 2.3 3.3 5.6 34,217.6 100.0 35,671.0 100.0 The allocation of the actuarial reserves to the above categories has been performed on the basis of the products, i. e. each product has been allocated to a risk type. Within a product, the actuarial reserves have not been distributed to different risks. Usually, the mortality tables that are used are authoritative for the allocation to a category. 5.5.2 assumptions The actuarial reserves are calculated according to the principles valid when a contract is concluded. During the determination of tariffs of life insurance products, safety margins are included in these principles in order to fore- stall any adverse developments in the future. This mainly concerns the technical interest and the mortality tables. Along with the consideration of anti-selection effects, this inclusion of safety margins explains why pension tables differ from mortality tables. Cancellations are not taken into account when forming reserves. The principles used are checked continually by means of an LAT (liability adequacy test). This test ensures the adequacy of the provisions. The assumptions used for this test represent “best estimate” assumptions. The two main assumptions of this test are the prospective investment income and the mortality table. The expected future invest- ment income is determined on the basis of the current and the target investment portfolio (strategic asset allocation). The expected yield on new capital investments is aligned to the capital market interest rates. Depending on the size of the portfolio, the mortality tables are based on publicly accessible tables that are adjusted by empirical values or on the company’s own mortality tables. Cancellation is also taken into consideration in the LAT. This assumption is based on the companies’ experience. The impact of a change to the cancellation assumption on the result of the LAT is usually negligible. Financial Report Notes to the Consolidated Annual Financial Statements 123 5.5.3 sensitivities In connection with sensitivities, the effect of changes in the assumptions on the annual result and on the equity was determined after considering shadow accounting, latency calculation, and deferred tax assets and liabilities (but not including reinsurance effects since negligible). In these calculations, the assumptions according to which the liability adequacy test (LAT) was conducted were varied. Simulated scenarios: → increase in mortality by 10 %, → decrease in mortality (i. e. increase of longevity) by 10 %, → reduction of new capital inflow by 100 basis points. For the determination of the sensitivities, only the tested assumption is changed. The other parameters are kept constant, except for the policyholders’ dividends, which are duly adjusted. Usually, sensitivities are not linear and therefore extrapolation is not possible. → Increase in mortality by 10 % A mortality increase of 10 % in the LAT merely has a marginal effect on the income statement and equity in most life insurance companies of the Baloise Group, except in Switzerland. In the Swiss unit, the reduced appropriation to the additional annuities reserves resulted in an overall unburdening effect on earnings amounting to approximately CHF 27 million (previous year: CHF 25 million). In further life insurance units with substantial mortality risks in the portfolio (Germany and Belgium),the effect on the income statement is caused primarily by the modified DAC, URR, and PVFP depreciation as well as the financing of final policy- holders’ dividends. In these units, the total effect on the income statement is marginal. The resulting effects on the result are negligible for Baloise Life (Liechtenstein) AG and Luxembourg. The equity effects not recognised in profit or loss are marginal for all units. → Reduction in mortality by 10 % As is the case in the “mortality increase” scenario, the effects of a reduction in mortality are marginal for the life insurance companies in Germany, at Baloise Life (Liechtenstein) AG and in Luxembourg. This applies both to the effect on the income statement and to the effect on the equity. The increase in mortality in Belgium would result in a liability recognised in profit or loss of CHF 3 million (previous year: CHF 0 million) due to the annuity portfolio of Nateus that was newly acquired in the reporting period. In the Swiss life business, a reduction in mortality along with a corresponding adjustment of the policyholders’ dividends would result in a charge of approximately CHF 29 million (previous year: CHF 29 million) to the income statement. As in the above scenario, the equity impact is small in Belgium and Switzerland. → Reduction of capital inflow rates by 100 basis points This scenario assumes that the new capital inflow (including reinvestments) drops by 100 basis points. For the German units, the scenario results in a modified depreciation of the DAC balance. The development of final policyholders’ dividends is irregular, depending on the type of dividend. The total effect is greatly alleviated by the existing statutory surplus sharing. Overall, the negative effect on the result from the German units was approximately CHF 2 million (previous year: CHF 3 million). The effect on equity that is not recognised through profit or loss amounts to around CHF 6 million (previous year: CHF 10 million). 124 Financial Report Notes to the Consolidated Annual Financial Statements In Belgium, the scenario results in an additional DAC depreciation and a provision for impending losses. Due to the business model with high guaranteed interest rates and low dividends, the effect on the income statement is higher than in other countries. In total, this results in a negative impact in profit or loss of CHF 50 million (previous year: CHF 11 million). The negative impact on the income statement is overcompen- sated by the positive change in unrealised gains and losses in equity. The positive impact on the unrealised gains amounts to CHF 85 million (previous year: CHF 42 million). In Luxembourg, the scenario results in a marginal effect on the income statement and on unrealised gains and losses in equity of CHF 11 million (previous year: CHF 12 million). The resulting effects on the income statement and equity are negligible for Baloise Life (Liechtenstein) AG. In Switzerland, the scenario results in a charge of approximately CHF 48 million to the income statement (previous year: CHF 56 million). This is due in particular to increased DAC depreciation and increased technical reserves. Equity not recognised through profit or loss amounts to approximately CHF 285 million (previous year: CHF 250 million). 5.5.4 Changes in the assumptions Prospective investment income is continuously adapted to market conditions. Investment income decreased in all units. Further assumptions such as cancellations and mortality are continuously updated. 5.6 market risk management Generally, however, market risks are reflected in losses due to changing or fluctuating market prices, which can result in potential impairment losses of the assets. The degree of risk depends on the extent of price fluctuations in the market and on exposure. Within the scope of the life insurance business, companies of the Baloise Group offer investment-type life insurance contracts for the account and risk of the policyholder. The financial liabilities that accrue in this context are backed with assets – mostly funds – from these contracts. As the market risk of the assets underlying these contracts is borne by the policyholder, these are listed separately in the notes to the Consolidated Annual Financial Statements. The following sections specifically address the issues of interest rate risks, foreign currency risks, credit risks, liquidity risks, and share price risks. 5.6.1 interest rate risks The interest rate risk refers to the risk that the interest margin – and thus also the income of a company (income effect) or the fair value of the interest rate sensitive products portfolio (asset effect) – is reduced due to interest rate fluctuations on the money and capital markets. Apart from the economic risk of asset investments not being maturity-matched in relation to liabilities, the partially different balance sheet regulations entail a balance sheet risk. Consequently, a change in the interest rate or in the interest structure may result in a considerable deterioration of terms in case a reinvestment becomes necessary. The nonlife units engage in benchmark-oriented maturity management. In the life units, maturity management is driven by the liabilities. Within the scope of the Group-wide Risk Management Standards of the Baloise Group, investment planning and suitable asset liability management are used to control divergences in the maturity periods; and thereby the interest rate risk in consideration of the available risk capacity. Financial Report Notes to the Consolidated Annual Financial Statements 125 Additionally, stress tests are defined and conducted. These stress tests serve as an early warning system, and their effects can be simulated for all areas of the company and thus for the business result. The effect of a stress test on the financial figures is measured on a monthly basis. The underlying stress scenario (potential loss due to a risk) is reviewed on a regular basis and adjusted if necessary. The magnitude of a stress test is usually geared to the simple annual volatility of the financial risk under examination, to a 100-year event of a business risk, or to international common practice. The life insurance companies of the Baloise Group manage their risks in relation to interest rate changes directly by means of suitably geared strategic asset allocation. In determining the asset allocation, in particular the factors of risk capacity and financeability of the guarantees are taken into consideration. Moreover, the expectations of the asset management from the capital markets and the expectations of the customers from the life insurance play a role in the decision process. The Chief Investment Officer (CIO) of the Baloise Group reviews the strategic asset allocation of all business units twice a year in collaboration with these business units. At the banks, interest rate risks are also managed and monitored within the scope of a suitable asset & liability management. Interest rate risks are only taken if they are related to the business volume and the business activity. The interest rate risks are measured by a software application using Value at Risk, Gap, Duration, and Interest Sensitivity Methods. The so-called asset & liability mismatch is actively managed by means of suitable interest derivatives, usually fair value hedges. At the Bank Baloise Soba AG the limits of the interest rate risk are determined in such a way that when the market interest curve exhibits a shift of + / – 100 basis points the fair value of the equity may diminish by no more than 2.5 % (warning limit) or 4.0 % (action limit) per calculation date. In addition to these percentages, absolute values are determined for the warning and action limits on an annual basis and are approved by the Board of Directors. These must also not be exceeded. Had the general interest rate level been 100 basis points lower with all other variables remaining constant on the balance sheet closing date, the consolidated result (after consideration of latency calculation and deferred tax assets and liabilities) would have decreased by CHF 111 million (previous year: CHF 82 million). Including the impact on the consolidated result, equity (after consideration of shadow accounting, latency calculation, and deferred tax assets and liabilities) would have increased by CHF 426 million (previous year: CHF 376 million). derivative financial instruments, employed as fair value hedge In the banking business, changes in the interest rate can have a substantial impact on the interest margin and thus on the result of the interest business. These interest rate risks emerge from a variety of factors and include the different fixed-interest periods of loans and liabilities. The interest result also depends on the changes in market interest rates, as the time for the adjustment of the conditions for loans may not always correspond to that of the customer deposits and securitised debts. Assets and liabilities with variable interest rates are also subject to a basic risk due to different interest rate adjustments, e. g. between the interest rates on savings and six-month Libor. Until the end of 2010 and within the scope of hedge accounting, interest rate swaps were mainly employed to hedge such interest risks. Hedge accounting is no longer employed since 1 January 2011. 126 Financial Report Notes to the Consolidated Annual Financial Statements derivative FinanCial instruments emploYed as Fair value hedges in CHF million Forward transactions Swaps OTC options Other Traded options Traded futures total Gains and losses recognised in the income statement. in CHF million From the derivative financial instrument From the underlying transaction derivative FinanCial instruments emploYed as Cash Flow hedges in CHF million Forward transactions Swaps OTC options Other Exchange-traded options Exchange-traded futures total Fair value – assets Fair value – liabilities 2010 2011 2010 2011 – 19.0 – – – – 19.0 – – – – – – – – 25.1 – – – – 25.1 – – – – – – – 2010 2011 – 0.3 0.1 – – Fair value – assets Fair value – liabilities 2010 2011 2010 2011 – – – – – – – – – – – – – – – – – – – – – – – – – – – – in CHF million Amount recognised in equity Ineffectiveness reclassified to income statement 2010 2011 – – – – Financial Report Notes to the Consolidated Annual Financial Statements 127 5.6.2 Foreign currency risks The term “currency risk” refers to the potential financial loss resulting from changes in exchange rates. The extent of effective currency risk depends: → on the net foreign currency exposure, i. e. on the balance of foreign currency assets and liabilities, → on the volatility of the respective currencies, → on the correlations of the currencies with other risk parameters in the portfolio context. Due to the investments in foreign currency bonds (especially EUR bonds) for investment and diversification purposes, changes in the exchange rate can result in currency effects in the income statement – even for unrealised positions. To comply with the defined risk budget for currency effects recognised through profit or loss, the currency manage- ment first determines adequate target hedge ratios. Under consideration of this target hedge ratio and the bandwidths granted for freedom of action, currency management implements the required hedging strategies and makes use of overreaction phases in market price trends for deliberate overweighting or underweighting of the hedge ratios in relation to the defined benchmark. The implementation of these hedging strategies takes place by means of currency forwards, options, or option combinations; the selection of instruments depends on factors such as the expected exchange rate trend and volatility. The currency effect of the foreign currency bonds and of the actuarial foreign currency liabilities and the change in fair value of the derivative financial instruments held for hedging purposes are always reported in the income statement. The Group-wide Risk Management Standards prescribe ongoing monitoring of the currency risks and of the effectiveness of the concluded currency derivatives. Under consideration of the achieved diversification effect in the portfolio, the currency risks that are taken stand in a reasonable relationship to the potential surplus to be gained. For its insurance activities, the Baloise Group almost exclusively uses Swiss francs and euros; thus, most of the technical provisions are also denominated in these currencies. Furthermore, there is a small amount of technical liabilities in USD and GBP. These provisions are usually covered by currency-matched investments (natural hedge). Under the precondition that all other variables remain constant, transactional currency changes of CHF + / – 0.01 (1 rappen) compared to the functional currency to monetary balance sheet items (after consideration of shadow accounting, latency calculation, and deferred tax assets and liabilities) would result in a change of the profit for the period and thereby of equity of CHF + / – 4.6 million (previous year: CHF + / – 2.3 million); a positive (+) change of CHF 0.01 would result in a currency gain from exchange differences, and a negative (–) change of CHF 0.01 would result in a currency loss. Derivative financial instruments employed to hedge a net investment in a foreign company for protection against currency risks: Substantive alternative financial investments such as hedge funds and private equities are managed by separate, Group-owned companies: Baloise Alternative Investment Strategies Ltd., Jersey, and Baloise Private Equity Ltd., Jersey. To limit the currency risk of the net investments in these two foreign companies, which report in USD, the currency management team of Baloise performs hedging transactions in the form of forward exchange deals. The limitation of the implementation of hedging strategies to forward exchange deals facilitates the assessment of hedge efficiency and the use of hedge accounting. Due to the use of hedge accounting, the change in fair value of these derivatives is recorded cumulatively under a special equity item and only derecognised in profit or loss upon sale of the underlying investment, together with the accrued currency effects of the net investments in these foreign companies. 128 Financial Report Notes to the Consolidated Annual Financial Statements in CHF million Forward transactions Swaps OTC options Other Traded options Traded futures total Fair value – assets Fair value – liabilities 2010 2011 2010 2011 47.9 1.3 0.7 50.7 – – – – – – – – – – – – – – – – – – – – 47.9 1.3 0.7 50.7 in CHF million Amount recognised in equity Ineffectiveness reclassified to income statement 2010 2011 78.9 – – 16.1 – Due to the active management of investments in participations, regular capital injections and repatriations are performed during the year. Thus the basic effects and the recognition of cash flow through profit or loss, on which hedge accounting is based, are applied pro rata. For the purpose of international diversification (risk spread) and in order to increase profits plus the larger liquidity on certain foreign financial markets, the Swiss companies hold a net EUR position of CHF 786.0 million (previous year: CHF 436.3 million) and a net USD position of CHF 388.7 million (previous year: CHF 505.1 million) as of 31 December 2011. The other residual asset and liabilities-related currency surpluses are marginal. The hedging quota of the net foreign currency exposure in USD and in EUR ranged between 80 % and 95 % in the course of the year. The Baloise Group’s foreign subsidiaries have no significant foreign currency exposure. Financial Report Notes to the Consolidated Annual Financial Statements 129 5.6.3 Credit risk Credit risks on the assets side of insurance companies include all potential risks of loss, which may result due to a decline in the creditworthiness of a debtor or issuer or a value impairment of the securities. The credit risk is managed by means of creditworthiness audits of every individual counterparty and high rating standards. The credit risk grows with the increasing concentration of counterparties in an individual industry or geo- graphical region. Economic developments affecting entire industries or geographical regions can affect the liquidity of an entire group of otherwise independent counterparties. For this reason, the Baloise Group permanently tracks the counterparty portfolios and monitors the default risk on a Group-wide basis. The regional expertise of the business units also has an impact on the selection of securities and changes in the existing loan portfolio. As the credit risk of the Baloise Group is spread across industries and geographical regions and is distributed over a large number of counterparties and customers, the Baloise Group does not have a significant credit risk involving a single counterparty or a specific industry or region. To contain credit risk and credit accumulation risk in the Baloise Group, the share of investments that a single issuer or debtor may have at Group companies is limited sufficiently in the Group-wide Risk Management Standards. The rules are explicitly defined in the Group’s investment directive. As a matter of principle, investments in the investments portfolio are only made in bonds, loans, or financial derivatives whose issuer or debtor has at least an “A–” rating from Standard & Poor’s or a comparable rating or for which a third-party guarantee or mortgage exists. For other debtors and issuers whose Standard & Poor’s rating is at least “BBB” and for those who do not have a rating, an additional total limit of 10 % of all fixed-income securities is determined on the basis of their fair value. Exceptions are subject to explicit approval. Investments in mortgage bonds are secured by mortgages. Investments in promissory note and registered bonds are secured by the deposit insurance fund. The deposit insurance fund serves as investor protection in the event of bankruptcy or insolvency of banks. For these investments, banks provide a repayment guarantee. Mortgage lendings are covered by corresponding properties; the pledged amounts are capped. An overview of the hedged financial assets of a debt nature can be found in section 12. 130 Financial Report Notes to the Consolidated Annual Financial Statements investments > 10 % oF Consolidated equit Y in CHF million Federal Republic of Germany Swiss Confederation Austrian Republic Commerzbank Republic of France Kingdom of the Netherlands Pfandbriefbank Schweizerischer Hypothekarinstitute Kingdom of Belgium Postfinance Switzerland UBS AG, Zurich / Basel Norddeutsche Landesbank European Investment Bank, Luxembourg Free State of Bavaria Eurofima, Basel Deutsche Bank AG, Frankfurt am Main Dexia Bank, Brussels investments > 10 % oF Consolidated equit Y in CHF million Federal Republic of Germany Swiss Confederation Austrian Republic Kingdom of Belgium Republic of France Kingdom of the Netherlands Commerzbank Pfandbriefbank Schweizerischer Hypothekarinstitute European Investment Bank, Luxembourg Norddeutsche Landesbank Free State of Bavaria UBS AG, Zurich / Basel Deutsche Bank AG, Frankfurt am Main Credit Suisse Group AG, Zurich Eurofima, Basel Dexia Bank, Brussels Pfandbriefzentrale of Swizterland BNP Paribas, Paris Uni Credito Italiano Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) 2010 2,687.5 1,697.0 1,597.8 1,300.8 1,074.5 926.8 792.5 727.8 688.6 678.0 623.4 620.1 508.3 496.6 486.4 458.7 2011 2,702.2 2,198.0 1,831.2 1,502.1 1,408.7 1,259.4 1,058.4 1,027.9 765.0 616.6 548.0 529.1 491.2 490.8 463.6 443.3 427.7 424.0 423.1 417.5 Financial Report Notes to the Consolidated Annual Financial Statements 131 maximum deFault risk oF FinanCial assets in CHF million Financial assets of a debt nature Public corporations Industrial enterprises Financial institutions Other Mortgages and loans Mortgages Policy loans Promissory notes and registered bonds Time deposits Employee loans Reverse repurchase agreements Other loans Derivative financial instruments Receivables from financial contracts Reinsurance assets Receivables from reinsurers Insurance receivables Other receivables Receivables from investments Cash and cash equivalents If no contractually irrevocable loan commitments were agreed, the maximum default risk of financial assets corresponds to the carrying value of the assets for own account and at own risk. 2010 2011 13,757.1 15,786.1 1,747.2 9,399.3 58.6 2,162.3 9,989.0 44.2 10,965.7 11,085.5 219.2 5,511.8 204.6 5,463.0 815.5 56.9 – 442.3 357.8 317.8 248.1 22.9 386.5 218.3 608.8 956.4 44.9 200.0 430.3 281.8 410.1 377.5 16.9 547.4 276.1 661.1 1,862.2 1,835.5 132 Financial Report Notes to the Consolidated Annual Financial Statements The management and control of credit risks in the mortgage business are specified in directives and work instruc- tions. These define binding loan specifications. In these loan specifications, strict processes are applied to imme- diately identify credit risks, assess these exactly, authorise them accordingly and continuously monitor them. All loan appli cations are collected using standardised loan templates, which are checked, centrally recorded and managed. This process includes all valuation principles and guidelines, if they are not already contained in the respective loan template. By continuously recording mortgage transactions, compliance with the loan policy can be controlled and corrective action can be initiated as necessary. Furthermore, periodic exposure audits are performed as part of mortgage man- agement. Outstanding interest lists are kept. The procedure and the periodicity are regulated in a separate directive. Management regularly receives extensive risk reports on risk composition and trends within the mortgage portfolio. The conditions according to which mortgages are to be granted are recorded in the guidelines, directives and in the competency regulations. These are, on the one hand, amount, creditworthiness of the counterparty, security and tenor of the transaction and, on the other, the qualified assessment through the mortgage specialist. Valuation and loan-to-value ratio of the collateral are governed by special directives. The purpose of these provi- sions is to ensure uniform assessment procedures to determine the relevant value of the collateral. Focusing prima- rily on the mortgage business, determining the fair value and the loan-to-value ratio of the properties are of crucial importance. One of the purposes of active mortgage management is to identify potential loss risks at an early stage. The mortgage portfolio comprises lendings to natural persons and legal entities. The type, scope, hedging and quality requirements of the risks to be taken are recorded in the directives and in the competency regulations. To minimise the risk, the portfolio is as geographically diverse as possible. Financial Report Notes to the Consolidated Annual Financial Statements 133 rating oF FinanCial assets that were neither overdue nor impaired on the BalanCe sheet date 2010 aaa aa a lower than BBB or no rating BBB total in CHF million Financial assets of a debt nature Public corporations Industrial enterprises Financial institutions Other Mortgages and loans Mortgages Policy loans Promissory notes and registered bonds Time deposits Employee loans Reverse repurchase agreements Other loans Derivative financial instruments Receivables from financial contracts Reinsurance assets Receivables from reinsurers Insurance receivables Other receivables Receivables from investments Cash and cash equivalents 8,785.0 23.4 5,500.3 5.0 29.8 – 3,102.3 554.5 1,890.7 28.0 1,115.4 737.4 1,569.7 19.3 447.9 8,470.3 – 1,793.5 3,253.4 16.6 33.4 – – 0.9 126.8 – 0.2 – 0.5 1.0 244.5 122.5 – – 13.3 91.9 – 59.8 4.0 14.5 12.4 92.9 308.8 – 158.9 60.9 0.0 – 201.5 135.9 – 123.4 5.3 6.5 107.7 50.5 548.9 501.2 350.1 216.3 1.2 804.3 – 93.7 – – – 141.2 – – – – 38.6 12.1 20.0 1.7 235.8 81.8 192.7 5.1 712.1 219.0 212.3 704.6 56.9 – 61.8 3.2 317.8 61.9 13.6 210.3 75.1 171.6 880.3 13,739.7 1,747.2 9,369.7 58.6 10,464.4 219.0 5,511.8 815.5 56.9 – 418.7 357.8 317.8 245.3 22.9 270.4 208.3 579.5 1,862.2 total 16,650.0 9,907.8 13,311.6 2,180.4 4,215.9 46,265.7 134 Financial Report Notes to the Consolidated Annual Financial Statements rating oF FinanCial assets that were neither overdue nor impaired on the BalanCe sheet date 2011 aaa aa a lower than BBB or no rating BBB total in CHF million Financial assets of a debt nature Public corporations Industrial enterprises Financial institutions Other Mortgages and loans Mortgages Policy loans 9,988.9 9.5 5,827.5 – 63.2 – Promissory notes and registered bonds 1,729.3 Time deposits Employee loans Reverse repurchase agreements Other loans Derivative financial instruments Receivables from financial contracts Reinsurance assets Receivables from reinsurers Insurance receivables Other receivables Receivables from investments Cash and cash equivalents 11.4 – – 1.7 122.7 – 1.4 – 0.8 1.5 264.7 171.4 3,628.9 613.3 2,364.2 25.7 1,341.5 999.5 1,245.3 13.5 750.9 8,364.4 – 3,281.1 112.2 – – 25.3 48.4 – 136.9 1.4 22.6 18.9 112.2 276.3 – 82.8 226.6 – – 148.9 110.5 – 112.2 5.3 9.6 152.3 57.9 1,006.0 531.6 459.9 298.4 – 911.9 – 121.4 – – – 155.3 – – 8.5 0.0 72.8 14.9 25.7 17.5 257.6 80.1 224.2 5.0 732.6 204.6 248.4 606.2 44.9 – 78.9 0.2 410.1 116.0 10.2 311.0 79.4 172.1 364.3 15,748.5 2,162.3 9,959.6 44.2 10,823.0 204.6 5,463.0 956.4 44.9 – 410.1 281.8 410.1 375.0 16.9 416.8 267.0 632.6 1,835.5 total 18,194.0 11,418.3 13,876.3 2,617.9 3,945.8 50,052.3 In general, the ratings of Standard & Poor’s and Moody’s are applied, whereby the lower rating is used for the disclosure. Since these agencies do not fully cover the domestic financial market, the SBI Composite Rating is referred to when necessary. This also includes the ratings of four Swiss banks. These are: Credit Suisse, UBS, Bank Vontobel and the Zürcher Kantonalbank. Mortgage assets from the Swiss insurance business are subject to a credit check due to risk management pro cesses. Following the preceding disclosure, the mortgages granted can be pooled into two main rating categories. Financial assets to the value of CHF 2.5 million and CHF 0.4 million in liquid funds from hedge accounting relationships were drawn on during the reporting period. In the previous year, no financial assets or cash and cash equivalents were drawn on from hedge accounting in the reporting period. Financial Report Notes to the Consolidated Annual Financial Statements 135 ASSETS IMPAIRED ON THE BALANCE SHEET DATE Gross amount Impairment Carrying value Gross amount Impairment Carrying value in CHF million Financial assets of a debt nature Public corporations Industrial enterprises Financial institutions Other Mortgages and loans Mortgages Policy loans Promissory notes and registered bonds Time deposits Employee loans Reverse repurchase agreements 18.1 3.2 94.3 – 183.6 – 5.3 – – – – 0.7 – 3.2 – 64.7 – – 59.1 – – 5.3 – – – 2010 17.4 – 29.6 – 166.1 3.1 101.1 – 124.5 180.3 – 0.0 – – – – 0.0 – – – – 128.5 – 3.1 – 71.7 – – 56.8 – – 0.0 – – – 2011 37.6 – 29.4 – 123.5 – – – – – Other loans 34.0 – 16.6 17.4 29.3 – 15.6 13.7 Receivables from financial contracts Reinsurance assets Receivables from reinsurers Insurance receivables Other receivables Receivables from investments Total – – 0.6 125.0 14.4 34.8 513.3 – – – 0.6 – 22.3 – 4.6 – 5.5 – 182.6 – – – 102.7 9.8 29.3 330.7 – – 0.4 150.9 13.2 31.1 675.5 – – – 0.4 – 31.5 – 4.3 – 2.6 – 314.5 – – 0.0 119.4 8.9 28.5 361.0 136 Financial Report Notes to the Consolidated Annual Financial Statements assets overdue and not impaired on BalanCe sheet date assets as of 31 december 2010 < 3 months 3 – 6 months 7 – 12 months > 12 months total in CHF million Financial assets of a debt nature Public corporations Industrial enterprises Financial institutions Other Mortgages and loans Mortgages Policy loans Promissory note and registered bonds Time deposits Employee loans Reverse repurchase agreements Other loans Receivables from financial contracts Reinsurance assets Receivables from reinsurers Insurance receivables Other receivables Receivables from investments total – – – – – – – – – – – – – – – – – – – – 0.5 0.0 0.1 14.5 15.1 – – – – – 0.2 – – – 5.8 0.1 – 6.6 – – – – – 0.0 – – – 3.8 0.0 – 3.8 – – – – – 0.0 – 0.6 – 3.2 0.0 – 3.9 – – – – – 0.1 – 2.2 – 0.6 0.1 – 17.5 – – – – – 0.3 – 2.8 – 13.4 0.2 – 31.8 Financial Report Notes to the Consolidated Annual Financial Statements 137 assets as of 31 december 2011 < 3 months 3 – 6 months 7 – 12 months > 12 months total in CHF million Financial assets of a debt nature Public corporations Industrial enterprises Financial institutions Other Mortgages and loans Mortgages Policy loans Promissory note and registered bonds Time deposits Employee loans Reverse repurchase agreements Other loans Receivables from financial contracts Reinsurance assets Receivables from reinsurers Insurance receivables Other receivables Receivables from investments total – – – – 0.4 – – – – – 0.1 – – – 5.8 – – 6.3 – – – – – – – – – – – – – – 1.7 0.0 – 1.7 – – – – – – – – – – – – 2.6 0.3 3.3 – – – – – 0.0 – – – 3.2 0.1 – 5.9 – – – – – 0.1 – 2.5 – 0.5 0.1 – 3.5 – – – – – 0.2 – 2.5 – 11.2 0.2 – 17.4 138 Financial Report Notes to the Consolidated Annual Financial Statements 5.6.4 liquidity risk A latent liquidity risk exists both for banks and insurance companies, i. e. the risk that any extraordinary reduction of equity and liabilities cannot be buffered by a reduction of assets or any alternative refinancing cannot be imple- mented quickly enough. In extreme cases, a lack of liquidity may result in insolvency. In addition to legal regulations, the following rules apply: Group-wide Risk Management Standards prescribe central liquidity planning for each business unit. This takes place in close collaboration between the Investments, Actuarial, Actuarial Practice and Finance departments of a business unit. Financial Report Notes to the Consolidated Annual Financial Statements 139 In liquidity management, the maturity structure of liabilities must be taken into consideration: expeCted maturities From FinanCial liaBilities 1 liquidity risk as of 31 december 2010 < 1 year 2 1 – 3 years 4 – 5 years > 5 years no maturity total Carrying values in CHF million Liabilities from banking business and financial contracts With discretionary participation features (DPF) Measured at amortised cost Recognised at fair value through profit or loss Financial liabilities Financial provisions Derivative financial instruments Insurance liabilities Other liabilities Contingent liabilities and capital commit- ments 505.8 – – – – 505.8 505.8 921.9 116.1 1,285.6 145.0 425.6 26.0 359.8 3,419.8 6,412.7 6,412.5 40.0 5,603.4 5,930.5 5,945.0 – 42.7 7.4 1,076.5 490.8 219.5 741.6 160.9 553.7 11.6 6.6 459.4 54.6 149.5 9.7 1.5 0.2 11.3 1.2 10.9 14.4 0.2 0.2 – 5.0 – – – 1,456.2 1,359.4 79.9 29.9 79.9 29.9 1,536.3 1,536.3 556.9 555.6 116.1 616.8 1,103.1 total 3,380.7 2,853.9 636.4 1,095.3 9,645.0 17,611.3 expeCted maturities From FinanCial liaBilities 1 liquidity risk as of 31 december 2011 < 1 year 2 1 – 3 years 4 – 5 years > 5 years no maturity total Carrying values in CHF million Liabilities from banking business and financial contracts With discretionary participation features (DPF) Measured at amortised cost Recognised at fair value through profit or loss Financial liabilities Financial provisions Derivative financial instruments Insurance liabilities Other liabilities Contingent liabilities and capital commitments total 1 The undiscounted contractual payment flows constitute the basis. 2 All demand deposits are included in the first maturity range. 1,147.5 – – – – 1,147.5 1,147.5 1,171.3 206.2 864.6 117.9 427.3 26.0 478.2 3,949.7 6,891.1 6,881.2 40.0 5,579.3 5,969.4 5,969.4 732.3 242.4 562.5 151.7 40.3 127.5 18.4 20.1 1,352.8 422.7 519.9 436.0 39.0 39.9 12.7 18.4 1.7 0.0 6.2 9.3 0.2 0.2 0.6 – 5.5 – – – 1,688.9 1,612.6 83.1 175.3 83.1 175.3 1,777.4 1,777.4 559.1 558.8 114.6 540.3 1,131.4 5,153.2 2,254.9 712.2 1,228.1 10,074.8 19,423.2 – – – – 140 Financial Report Notes to the Consolidated Annual Financial Statements The residual terms and maturities of the technical reserves concerned are stated in the tables of section 23. Pursuant to the Group-wide Risk Management Standards, Asset Liabilities Committees have been introduced in all strategic business units of the Baloise Group. For asset liability management purposes, these committees conduct analyses concerning the maturities and realised or required income of the assets and liabilities. Within the scope of tactical and strategic investment planning, asset allocation of the individual life and nonlife units of Baloise ensures that a sufficiently high level of liquidity is available for the investment activities and the operational handling of all business processes. To determine the required liquidity amounts, the maturity structure on the investments side, the outgoing payment structure of the liabilities on the insurance side and the average historical incoming and outgoing payment patterns of the last five years are examined in Cash Management. Major extraordinary incoming or outgoing payments that are known in advance are explicitly considered in investment planning. In the event of payments suddenly becoming necessary, e. g. due to large claims, the careful provision of liquid funds and the possibility of drawing on reinsurers guarantee a sufficiently large reserve. Moreover, arrangements such as cash pooling of the Swiss companies of the Baloise Group allow excess liquidity of one unit to be used to compensate a temporary liquidity bottleneck of another unit by means of an internal overdraft that is subject to interest. Should these precautionary measures not suffice to meet the liquidity requirements, Baloise has financial assets that can be sold at short notice without significant price losses. These include all equity investments (except strategic participations). Due to the significant stocks in government and government-oriented bonds, the sale of larger stocks of available for sale liabilities is possible also in critical situations. As a rule, mortgages and loans are held to maturity; a redemption prior to maturity within a useful period of notice would not be possible. In the field of alternative financial assets, 80 % of the hedge funds could be sold within three months. Private equity investments must be viewed as illiquid in this context. The sale of investment properties is also not suited to generating liquidity at short notice. 5.6.5 share price risk With its financial assets of an equity nature in the categories “recognised at fair value through profit or loss” and “available for sale,” the Baloise Group is exposed to share price risk. This share price risk is substantially reduced by means of international diversification, e. g. wide spread of risks across industries, countries, and currencies. Moreover, the share price risk is duly limited by means of active Overlay Management via derivatives, when certain intervention levels are reached or market or risk indicators, continually monitored by Baloise, suggest increased hedging activity. The majority of the financial assets of an equity nature are publicly listed. Should the market prices of all financial assets of an equity nature change by + / – 10 %, it would have the following consequences, after consideration of shadow accounting, latency calculation, deferred tax assets and liabilities, hedging derivatives, and the effect of the value adjustment rules stated in section 3.10.2: Financial Report Notes to the Consolidated Annual Financial Statements 141 in CHF million Market price + 10 % Market price – 10 % impact on consolidated result impact on equity (including consolidated result) 2010 2011 2010 2011 14.0 – 44.9 15.0 – 60.9 179.1 – 181.9 179.4 – 182.2 As the effects generated by value adjustment criteria due to an assumed change in market prices are different to those generated in the event of an analogous decrease, the effects differ accordingly. The same applies to compensatory effects from hedging with derivatives. The profit for the period changes as a result of the changes in the fair value of the financial instruments of an equity nature in the category “recognised at fair value through profit or loss,” which are recognised in profit or loss. Unrealised gains and losses change due to changes in the fair value of the financial instruments of an equity nature in the category “available for sale.” In the case of life insurance companies, the policyholders’ participate in the company’s profit, depending on contract and local circumstances (section 3.18.5). In the above presentation, this profit sharing is also taken into consideration. 5.7 determining reported fair values The reported fair value for financial instruments classified as available for sale and measured at fair value through profit or loss is determined using quoted market prices, insofar as these are available. Availability is regarded as given if quoted prices are available from an exchange, trader, broker, industry group, a pricing service or regula- tory authority are easily and regularly obtainable or available and these prices reflect the current and regularly occurring market transactions at arm’s length conditions. Should no quoted market price exist, (e. g. due to the inactivity of a market), then the fair value is estimated using a valuation method close to market. The market closeness of a valuation method is to be ensured by including observable market data (depending on their availability) to a significant extent in the valuation. Here, the determi- nation of the fair value is divided into three hierarchy levels: → Determining fair value based on publicly quoted prices (level 1). The fair value is based on market prices on the balance sheet day and is not otherwise adjusted nor contains other inputs. → Determining fair value using observable market data (level 2). The fair value is estimated using commonly accepted methods (Present Value Method, etc.). Here, observable market data (interest rates, index developments, etc.) are significantly included in the evaluation. → Determining fair value without using observable market data (level 3). The fair value is estimated based on commonly accepted methods (Present Value Method, etc.). However, the evaluation does not (or only to a minor degree) include observable market data, since these are either not available or do not allow reliable conclusions regarding the present value to be made. Detailed information on the evaluation principles and the evaluation methods applied are presented in the sections 3.7, 3.8, 3.9, 3.11, 3.20 and 4.1. 142 Financial Report Notes to the Consolidated Annual Financial Statements FinanCial assets and liaBilities For own aCCount and at own risk 2010 in CHF million assets Financial assets of an equity nature Available for sale Recognised at fair value through profit or loss Financial assets of a debt nature Available for sale Recognised at fair value through profit or loss Mortgages and loans Recognised at fair value through profit or loss Derivative financial instruments Receivables from financial contracts level 1 level 2 level 3 total 1,866.6 78.9 17,745.7 54.2 – 0.2 897.0 – 38.9 17.9 457.1 357.6 674.0 3,437.6 – – – – – – 78.9 17,784.6 72.1 457.1 357.8 41.5 Recognised at fair value through profit or loss 41.5 – total assets equity and liabilities Liabilities from banking business and financial contracts Recognised at fair value through profit or loss Derivative financial instruments total equity and liabilities 19,787.1 1,768.5 674.0 22,229.6 – 1.1 1.1 265.4 28.8 294.2 – – – 265.4 29.9 295.3 FinanCial assets and liaBilities For own aCCount and at own risk 2011 in CHF million assets Financial assets of an equity nature Available for sale Recognised at fair value through profit or loss Financial assets of a debt nature Available for sale Recognised at fair value through profit or loss Mortgages and loans Recognised at fair value through profit or loss Derivative financial instruments Receivables from financial contracts level 1 level 2 level 3 total 1,902.3 33.3 19,781.2 81.7 – – 839.4 – 74.1 16.8 375.2 281.8 705.6 3,447.3 – – – – – – 33.3 19,855.3 98.5 375.2 281.8 61.5 Recognised at fair value through profit or loss 61.5 – total assets equity and liabilities Liabilities from banking business and financial contracts Recognised at fair value through profit or loss Derivative financial instruments total equity and liabilities 21,860.0 1,587.3 705.6 24,152.9 – 1.8 1.8 223.9 173.5 397.4 – – – 223.9 175.3 399.2 Financial Report Notes to the Consolidated Annual Financial Statements 143 FinanCial assets and liaBilities For the aCCount and at the risk oF liFe insuranCe poliCYholders 2010 in CHF million assets Financial assets of an equity nature level 1 level 2 level 3 total Recognised at fair value through profit or loss 6,277.4 50.3 Financial assets of a debt nature Recognised at fair value through profit or loss Derivative financial instruments total assets equity and liabilities Liabilities from banking business and financial contracts Recognised at fair value through profit or loss total equity and liabilities 846.4 167.0 7,290.8 5,676.9 5,676.9 31.9 11.5 93.7 2.7 2.7 – – – – – – 6,327.7 878.3 178.5 7,384.5 5,679.6 5,679.6 FinanCial assets and liaBilities For the aCCount and at the risk oF liFe insuranCe poliCYholders 2011 in CHF million assets Financial assets of an equity nature level 1 level 2 level 3 total Recognised at fair value through profit or loss 6,102.6 44.9 75.8 6,223.3 Financial assets of a debt nature Recognised at fair value through profit or loss Derivative financial instruments total assets equity and liabilities Liabilities from banking business and financial contracts Recognised at fair value through profit or loss total equity and liabilities 901.3 8.3 7,012.2 34.6 44.0 123.5 – – 935.9 52.3 75.8 7,211.5 5,742.9 5,742.9 2.6 2.6 – – 5,745.5 5,745.5 144 Financial Report Notes to the Consolidated Annual Financial Statements level 3 financial assets recognised at fair value FinanCial assets For own aCCount and at own risk Financial assets of an equity nature Financial assets of a debt nature mortgages and loans derivative financial instruments receivables from financial contracts total recognised at fair value through profit or loss available for sale recognised at fair value through profit or loss recognised at fair value through profit or loss recognised at fair value through profit or loss recognised at fair value through profit or loss available for sale 677.7 102.7 – – – 66.3 – 11.1 – 4.2 76.8 – 101.6 674.0 – 7.2 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 677.7 102.7 – – – 66.3 – 11.1 – 4.2 76.8 – 101.6 674.0 – 7.2 2010 in CHF million assets Balance as of 1 January Additions Additions from change in the scope of consolidation Reclassifications Disposals Disposals from change in the scope of consolidation Change in fair value recognised in profit or loss Change in fair value not recognised in profit or loss Exchange differences Balance as of 31 december Change in fair value of financial instruments held until the balance sheet date recognised in profit or loss Financial Report Notes to the Consolidated Annual Financial Statements 145 FinanCial assets For own aCCount and at own risk Financial assets of an equity nature Financial assets of a debt nature mortgages and loans derivative financial instruments receivables from financial contracts total recognised at fair value through profit or loss available for sale recognised at fair value through profit or loss recognised at fair value through profit or loss recognised at fair value through profit or loss recognised at fair value through profit or loss available for sale 674.0 55.9 – – – 48.7 – – 4.1 39.4 – 10.9 705.6 – 35.4 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 674.0 55.9 – – – 48.7 – – 4.1 39.4 – 10.9 705.6 – 35.4 2011 in CHF million assets Balance as of 1 January Additions Additions from change in the scope of consolidation Reclassifications Disposals Disposals from change in the scope of consolidation Change in fair value recognised in profit or loss Change in fair value not recognised in profit or loss Exchange differences Balance as of 31 december Change in fair value of financial instruments held until the balance sheet date recognised in profit or loss Included in these positions are mainly investments in private equity investments and minority interests in real estate companies. 146 Financial Report Notes to the Consolidated Annual Financial Statements FinanCial assets For the aCCount and at the risk oF liFe insuranCe poliCYholders 2011 in CHF million assets Balance as of 1 January Additions Additions from change in the scope of consolidation Additions from change in percentage of interest Reclassifications Disposals Disposals from change in the scope of consolidation Change in fair value recognised in profit or loss Exchange differences Balance as of 31 december Change in fair value of financial instruments held until the balance sheet date recognised in profit or loss Financial assets of an equity nature Financial assets of a debt nature derivative financial instruments recognised at fair value through profit or loss recognised at fair value through profit or loss recognised at fair value through profit or loss – 76.9 – – – – – – – 1.1 75.8 – 0.4 – – – – – – – – – – – – – – – – – – – – – – total – 76.9 – – – – – – – 1.1 75.8 – 0.4 No financial assets for the account and at the risk of life insurance policyholders were classified to the 3rd hierarchy level in 2010. The additions in the reporting period are mainly to private equity investments. 5.8 Capital management The parameters relating to the amount of capital to be used are determined by regulatory requirements as well as internal risk management guidelines. While the regulatory requirements mainly serve to protect the policyholder, the internal guidelines are geared specifically to the risk-focused control of the operating activities. The Group’s solvency amounts to CHF 2,058.9 million (previous year: CHF 1,973.5 million) for the insurance business alone and was met in 2010 and 2011. The coverage of capital resource requirements with available funds amounted to 203 % as of 31 December 2011 (previous year: 224 %). Based on regulatory requirements, the avail able capital resources consist of IFRS equity, policyholders’ dividends that have not been allocated and the final bonus reserve. Thus, liabilities are also recognised at the individual company level in consideration of the respective solvency cover options. Items such as planned dividend payments and intangible assets are deducted. Additionally, the individual Group companies are monitored in accordance with local laws. In this respect, various offset options have an effect. The ability of the subsidiaries and therefore also of the holding company to pay dividends is closely related to primary compliance with these local requirements. Compliance with local solvency requirements is monitored on a continuous basis. Where these minimum requirements are not met, appropriate action is imme- diately taken. The relevant requirements for the banking business of the Baloise Bank SoBa are defined by the Basel II regulations. The Solvency Regulation (SolvV) as the regulatory equity requirement is definitive for the Deutscher Ring Bauspar- kasse. All relevant requirements were fulfilled by the respective Group companies in 2010 and also in 2011. Financial Report Notes to the Consolidated Annual Financial Statements 147 The risk-bearing capital is calculated based on the Swiss Solvency Test (SST) as part of the in-house risk model. IFRS equity forms the basis for this calculation. By means of additionally considering individual asset, equity and liability items, as well as off-balance items and information, equity valued at market prices is determined. This way, all capital items that could be used to cover losses in the event of negative business performance are considered. The Swiss Solvency Test (SST) came into effect on 1 January 2011, as a new legal requirement alongside Solvency I. Within this framework, the Baloise Group determines the risk-bearing capital and the capital requirements for the SST based on an internal model that also considers the Baloise business model. All activities and processes to develop and configure the internal model are grouped under the term Baloise Internal Solvency System (BISS). These are coordinated and controlled by Group Risk Management. The risk-bearing capital requirement is compared to the risk-adjusted, internally formulated capital requirement. The capital requirement considers actuarial risks, market risks, loans and further risks. For this risk analysis, the Baloise Group examines in particular insurance-specific risks and investment risks in the course of the risk con- siderations. The risk factor is determined by means of a correlation-based Expected Shortfall Method. The capital for insurance-specific requirements represents a factor that defines the funds necessary to cover insurance- specific risks for operational reasons. The claims risk is modelled on normal and large claim distributions, taking the current reinsurance structure into consideration. At the same time, a requirement that is, with a given probability, sufficient to balance value and yield fluctuations of the investments is calculated for the investments. The analysis of these risks is based on quantitative models that use statistical methods to evaluate historical data and establish a relation- ship to current exposures. By means of stress tests, various scenarios are simulated, and possible effects on the risk capacity are analysed. The ratio of risk-bearing capital to risk-adjusted capital is calculated for the strategic business units and for the Group. The Group’s risk does not merely represent a simple addition of the individual items; rather, diversification and consolidation effects are also considered. The current ratios of risk-bearing capital to risk-adjusted capital are set in relation to the Global Risk Management Limits defined in the Group-wide Risk Management Standards. These limits are continually monitored. The responsible risk owners and risk controllers of the business units and of the Group are involved in a regular reporting process. Reporting that includes key figures for Solvency I as well as those for the in-house risk model is performed on a monthly basis. This enables the solvency situation to be monitored in real time and the foundation for risk-based management decisions within the whole organisation to be laid. Furthermore, this puts Baloise in the position of being able to comply with external reporting requirements at any time. 6. sCope oF Consolidation 6.1 Fiscal year 2010 6.1.1 Company acquisitions Bâloise Assurances Luxembourg S.A. concluded the purchase of the “Fortis Luxembourg IARD S.A.” on 7 January 2010. The newly acquired company has been fully consolidated from this time on and operates under the name “Bâloise Luxembourg IARD S.A.”. Goodwill amounting to CHF 13.3 million resulted from this acquisition. 6.1.2 Company disposals The Belgian Immo Kappelleveld NV, Antwerpen was sold in the 2010 fiscal year, as was the OVB group as described in section 6.1.3. 148 Financial Report Notes to the Consolidated Annual Financial Statements 6.1.3 other changes in the scope of consolidation As of 1 January 2010, both the Croatian nonlife and life units of Baloise were merged with the property / casualty company Basler osiguranje Zagreb d.d. purchased in 2007. The purchase price adjustment agreed at the time of purchase lapsed ineffectively on 1 January 2010, which is why the purchase price was retroactively reduced by CHF 7.1 million. This in turn resulted in an outflow of goodwill from “Basler osiguranje Zagreb d.d.” which amounted to CHF 62.2 million after currency effects at the end of 2010. On 30 June 2010, the Baloise Group and the Signal Iduna group unbundled their interests in the Deutscher Ring Beteiligungsholding GmbH (Hamburg) and its subsidiaries. This unbundling also meant a loss of control of the OVB group through the Baloise Group, which in turn resulted in the deconsolidation of the OVB group as of 30 June 2010. 6.2 Fiscal year 2011 6.2.1 Company acquisitions The Baloise Group took over the real estate agent and broker companies Wilhelm Herrmann Assekuranz KG and Wilhelm Herrmann Assekuranz Makler GmbH, both headquartered in Ettlingen (Germany) on 1 January 2011. Goodwill amounting to CHF 0.1 million resulted from this takeover. On 6 January 2011, the Baloise Group concluded the takeover of 100 % of the voting rights to Avéro Schade- verzekering Benelux N.V. The newly acquired company has been fully consolidated since that time and was merged with Mercator Verzekeringen N.V. during the first half-year. Goodwill amounting to CHF 17.3 million resulted from this company acquisition, which was then transferred to Mercator Verzekeringen N.V. through the merger. The most important drivers of goodwill are primarily the expanding Belgian nonlife business, the development of the markets in Brussels and Wallonia, the acquisition of know-how and profitable portfolios in commercial lines and marine / transport, as well as putting cross-selling potentials and cost synergies into practice. On 6 September 2011, the Baloise Group took over 100 % of the Belgian insurance companies Nateus SA / NV and Nateus Life SA / NV. Both companies and their subsidiaries have been included in the scope of consolidation of the Baloise Group since that time. Badwill amounting to CHF 7.9 million resulted from this acquisition and has been recognised in profit or loss under the item “Other operating income”. The Baloise Group was able to purchase the profitable Nateus companies for an attractive amount which is the reason for the badwill. The Belgian Pacific Real Estate was purchased in the second half-year. The minority interests of the Belgian Axis Life NV as well as the third party interests of the Van Vaeck Zenith NV Immobiliengesellschaft, hitherto held as an associated participation, were bought out also during this period. The latter is now listed as a fully consolidated company in the scope of consolidation. 6.2.2 Company disposals The 100 % shareholdings in the Belgian company Ant Re NV, Antwerp, and the Croatian Treci element d.o.o. were sold in the second half of the fiscal year. 6.2.3 other changes in the scope of consolidation As of 1 January 2011, the Luxembourg units of Bâloise Europe Vie S.A. merged with Bâloise Vie Luxembourg S.A. and Bâloise Assurances IARD S.A merged with Bâloise Assurances Luxembourg S.A. As of 1 July 2011, the German Basler Beteiligungs-Holding GmbH, Bad Homburg was merged with the Basler Securitas Versicherungs-Aktiengesellschaft, Bad Homburg. Financial Report Notes to the Consolidated Annual Financial Statements 149 7. InformatIon on busIness segments (segment rePortIng) The Baloise Group manages its business activities according to strategic business units (SBUs), which are, as a rule, under regional, common management. Financial and management information for all relevant management decisions exist on the level of these strategic business units. This means that Group units are allocated to the following reporting segments independent of the domicile of their headquarters: → Switzerland → Germany → Belgium → Luxembourg → Other units Included in the segment “Other units” are those strategic business units, which did not meet the quantitative threshold criteria defined in IFRS 8. These are the Group units belonging to: → Austria → Croatia → Serbia → and Baloise Life Liechtenstein The Deutscher Ring Sach- und Leben subsidiaries in the Czech Republic and Slovakia as well as the Partner in Life S.A., Luxembourg, are also contained in the segment “Germany.” The segment “Group business” comprises the units for intra-Group reinsurance and financing, Corporate IT and the holding companies. The revenue of the business segments are split into “Nonlife,” “Life,” “Banking” (including Asset Management) and “Other activities.” Nonlife features accident and health insurances as well as products of the liability, motor, property, and marine sectors. The products are geared to the needs of our customers – mainly private customers – and the core competencies of the companies of the Baloise Group. In the life insurance business, private persons and companies are offered a wide spectrum of capital-forming insurances, pure risk covers, and investment-type wuniversal bank, and Deutscher Ring Bausparkasse in Germany, which mainly operates in the conventional build- ing society business. The business segment “Other activities” comprises participation, property, and investment companies in particular. The accounting principles applied to present the business segments (segment reporting) are the same as those applied in the other parts of the Financial Report. No relations between the segments that are recognised in the balance sheet or through profit or loss are offset except income from participating interests. 150 Financial Report Notes to the Consolidated Annual Financial Statements 7.1 segment reporting by strategic business units in CHF million Income Premiums earned and policy fees (gross) Reinsurance premiums ceded Premiums earned and policy fees (net) Investment income Realised capital gains and losses on investments Income from services rendered Result from investments in associates Other operating income Income Intersegment income Income from associates expense 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 expense switzerland germany belgium Luxembourg other units subtotal group business elimination 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 4,086.7 4,036.0 1,739.3 1,554.1 – 184.3 – 179.8 – 100.2 – 98.4 3,902.4 3,856.2 1,639.1 1,455.7 972.7 45.3 52.4 0.0 34.1 969.1 – 184.3 51.1 0.0 44.7 592.6 304.5 205.1 – 1.5 109.3 531.3 – 152.6 85.6 3.0 38.4 653.5 – 32.5 621.0 168.2 66.6 4.0 0.9 2.1 5,006.9 4,736.8 2,849.1 1,961.4 862.8 79.0 0.0 74.9 0.0 45.0 1.4 46.0 2.9 13.4 0.9 872.3 – 57.6 814.7 193.1 – 72.9 3.3 7.2 17.7 963.1 12.6 2.3 133.5 – 21.1 112.4 123.0 – 18.1 104.9 236.1 – 72.0 164.1 215.7 – 69.9 145.8 6,849.1 6,801.1 – 410.1 – 423.8 6,439.0 6,377.3 – 250.7 – 253.6 6,854.3 6,806.9 250.7 0.0 253.6 – 168.2 – 176.3 0.0 6,686.1 6,630.6 16.7 15.8 34.3 32.8 1,784.5 1,742.1 – 3.8 – 2.4 1,811.2 1,766.5 257.1 – 175.2 – 149.2 – 330.0 399.1 – 38.7 – 129.4 9,194.5 7,493.2 421.6 – 152.1 – 152.2 9,484.5 7,762.6 – 915.0 166.5 10.2 112.1 524.3 285.5 – 0.5 161.7 203.3 2.3 11.5 – 10.5 64.7 – – 127.2 – 126.8 – 21.1 – 23.0 501.6 283.4 – 0.5 202.7 – 2.3 202.9 – 355.4 – 355.1 152.1 152.2 5.2 – – 3,254.6 – 3,315.1 – 1,358.8 – 1,224.8 – 365.5 – 565.9 – 56.7 – 161.2 – 138.5 – 5,200.3 – 5,301.0 – 141.3 – 137.0 126.5 – 5,212.9 – 5,311.5 total 2011 – 943.4 158.6 10.2 140.1 – 5.2 53.3 – 576.8 – 847.0 – 61.3 – 51.6 324.0 – 507.9 259.4 – 6.1 253.3 26.8 – 28.4 118.9 – 51.0 255.9 – 8.8 247.1 30.5 – 22.7 125.1 62.1 442.1 – – – 21.5 – 22.7 – 12.3 – 11.2 3.5 1.7 – – 1.8 15.1 6.5 1.0 – – 2.2 – – – – – – – – 128.7 29.1 21.4 – 21.4 29.6 0.6 7.8 114.1 152.1 – – – – – – – – 15.0 – 0.8 4.7 – 11.3 3.9 – 10.3 – 23.7 – 0.6 – 0.3 133.5 – 8.4 48.7 13.0 – 14.4 76.6 60.4 – – 13.7 41.2 – 46.3 – 35.6 – 3.5 – 1.2 152.9 – 26.1 – 93.5 11.0 0.1 1.8 5.5 – – 60.2 – 49.1 5.8 – 12.6 – 27.4 – 0.6 – 0.5 – 231.7 – 8.5 – 384.8 – 14.3 – 3.8 10.5 – 51.2 18.6 – 179.7 – 103.3 – 10.7 – 1.2 – 20.4 – 27.4 – 12.5 – 1,405.4 – 662.5 – 16.9 7.5 – 1,393.2 – 639.9 – 157.8 – 134.1 47.5 44.2 – 42.8 – 36.4 – 2.6 – 0.2 309.5 – 80.3 201.8 – 491.4 – 836.3 – 82.1 – 61.8 – 225.8 – 560.5 180.9 – 576.1 – 826.0 – 78.3 – 52.0 320.0 – 449.4 – 179.0 – 176.0 22.0 – 491.5 – 22.0 – 856.0 28.2 0.4 6.2 117.5 – 64.8 – 61.2 – 219.8 – 625.4 – 4,733.2 – 4,629.0 – 2,730.4 – 1,963.3 – 719.9 – 941.2 40.4 – 8,661.8 – 7,444.4 – 367.6 – 326.5 152.2 – 8,877.3 – 7,618.7 69.7 – 104.7 – 416.4 – 43.5 – 7.9 – 87.7 63.7 – 92.3 – 407.1 – 41.1 – 5.2 – 79.9 – 209.0 – 273.7 – 24.7 – 51.4 – 29.3 – 251.0 – 255.5 – 23.3 – 45.1 – 22.7 – 118.8 – 83.2 – 9.8 – 0.8 – 30.0 – 26.7 – 670.4 – 584.9 – 568.2 – 25.2 – 104.0 – 217.7 – 167.1 – 281.5 – 166.2 66.2 50.5 18.9 Profit / loss before borrowing costs and taxes 273.7 107.8 118.7 – 1.9 142.9 21.9 14.3 10.0 – 16.9 – 89.0 532.7 48.8 74.5 95.1 607.2 143.9 Borrowing costs Profit / loss before taxes – – – – – 273.7 107.8 118.7 – 1.9 142.9 – 21.9 – – – – 10.0 – 16.9 – 89.0 532.7 – 48.8 – 52.8 21.7 – 55.0 40.1 Income taxes Profit / loss for the period (segment result) – 50.9 222.8 – 6.5 101.3 – 21.2 97.5 – 9.2 – 11.1 – 33.4 109.5 – 17.6 4.3 – 2.1 7.9 – 0.7 – 17.6 3.6 – 110.0 – 85.4 422.7 – 31.8 17.0 – 7.7 14.0 4.2 44.3 – 52.8 554.4 – 117.7 436.7 – 55.0 88.9 – 27.6 61.3 Segment assets 36,986.2 37,960.2 15,708.9 15,278.1 4,481.9 7,907.4 4,032.6 4,047.2 3,522.5 3,467.7 64,732.1 68,660.6 1,614.8 1,405.6 – 955.5 – 1,000.0 65,391.4 69,066.2 Financial Report Notes to the Consolidated Annual Financial Statements 151 switzerland germany belgium Luxembourg other units subtotal group business elimination 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 total 2011 133.5 – 21.1 112.4 123.0 – 18.1 104.9 236.1 – 72.0 164.1 215.7 – 69.9 145.8 6,849.1 6,801.1 – 410.1 – 423.8 6,439.0 6,377.3 16.7 15.8 34.3 32.8 1,784.5 1,742.1 257.1 – 175.2 – 149.2 – 330.0 524.3 285.5 – 0.5 161.7 – 915.0 166.5 10.2 112.1 11.5 – 10.5 255.9 – 8.8 247.1 30.5 – 22.7 125.1 – 62.1 442.1 259.4 – 6.1 253.3 26.8 – 28.4 118.9 – 51.0 – 250.7 – 253.6 6,854.3 6,806.9 250.7 0.0 – 3.8 – 253.6 – 168.2 – 176.3 0.0 6,686.1 6,630.6 – 2.4 1,811.2 1,766.5 – – 127.2 – 126.8 – – – 21.1 – 23.0 501.6 283.4 – 0.5 202.7 – 943.4 158.6 10.2 140.1 – 129.4 9,194.5 7,493.2 421.6 – 152.1 – 152.2 9,484.5 7,762.6 64.7 – 203.3 2.3 202.9 – 355.4 – 355.1 152.1 152.2 5.2 – – – – – 2.3 – 5.2 – 56.7 – 161.2 – 138.5 – 5,200.3 – 5,301.0 – 141.3 – 137.0 – 12.5 – 1,405.4 – 662.5 – 16.9 128.7 29.1 126.5 – 5,212.9 – 5,311.5 7.5 – 1,393.2 – 639.9 3.5 – 157.8 – 134.1 47.5 11.0 0.1 1.8 15.0 – 0.8 399.1 – 38.7 5.5 – 4.7 – 13.0 – 14.4 76.6 60.4 – – 60.2 – 49.1 5.8 – 12.6 – 27.4 – 0.6 – 0.5 – 231.7 – 8.5 – 384.8 11.3 3.9 – 10.3 – 23.7 – 0.6 – 0.3 133.5 – 8.4 48.7 – 13.7 41.2 – 46.3 – 35.6 – 3.5 – 1.2 152.9 – 26.1 – 93.5 44.2 – 42.8 – 36.4 – 2.6 – 0.2 309.5 – 80.3 201.8 – 491.4 – 836.3 – 82.1 – 61.8 – 225.8 – 560.5 180.9 – 576.1 – 826.0 – 78.3 – 52.0 320.0 15.1 6.5 – 21.5 – 22.7 1.7 1.0 – 12.3 – 11.2 – – 1.8 – – 2.2 – 449.4 – 179.0 – 176.0 40.4 – 8,661.8 – 7,444.4 – 367.6 – 326.5 21.4 – 21.4 29.6 0.6 7.8 114.1 152.1 – – – – – 22.0 – 491.5 – 22.0 – 856.0 28.2 0.4 6.2 117.5 – 64.8 – 61.2 – 219.8 – 625.4 53.3 – 576.8 – 847.0 – 61.3 – 51.6 324.0 – 507.9 152.2 – 8,877.3 – 7,618.7 – – – – – 607.2 143.9 – 52.8 554.4 – 117.7 436.7 – 55.0 88.9 – 27.6 61.3 Profit / loss before borrowing costs and taxes 273.7 107.8 118.7 – 1.9 142.9 21.9 14.3 10.0 – 16.9 – 89.0 532.7 48.8 74.5 95.1 Borrowing costs Profit / loss before taxes – – – – – 273.7 107.8 118.7 – 1.9 142.9 – 21.9 Income taxes Profit / loss for the period (segment result) – 50.9 222.8 – 6.5 101.3 – 21.2 97.5 – 9.2 – 11.1 – 33.4 109.5 – 17.6 4.3 – 14.3 – 3.8 10.5 – – – – 10.0 – 16.9 – 89.0 532.7 – 48.8 – 52.8 21.7 – 55.0 40.1 – 2.1 7.9 – 0.7 – 17.6 3.6 – 110.0 – 85.4 422.7 – 31.8 17.0 – 7.7 14.0 4.2 44.3 Segment assets 36,986.2 37,960.2 15,708.9 15,278.1 4,481.9 7,907.4 4,032.6 4,047.2 3,522.5 3,467.7 64,732.1 68,660.6 1,614.8 1,405.6 – 955.5 – 1,000.0 65,391.4 69,066.2 7.1 segment reporting by strategic business units in CHF million Income Premiums earned and policy fees (gross) Reinsurance premiums ceded Premiums earned and policy fees (net) Investment income Realised capital gains and losses on investments Income from services rendered Result from investments in associates Other operating income Income Intersegment income Income from associates expense Claims and benefits paid (gross) Change in technical reserves (gross) Reinsurance share of claims incurred Acquisition costs Investment expenses Interest expenses on insurance liabilities Result from financial contracts Other operating expenses expense Operating and administrative expenses for insurance business 4,086.7 4,036.0 1,739.3 1,554.1 – 184.3 – 179.8 – 100.2 – 98.4 3,902.4 3,856.2 1,639.1 1,455.7 972.7 45.3 52.4 0.0 34.1 79.0 0.0 969.1 – 184.3 51.1 0.0 44.7 74.9 0.0 592.6 304.5 205.1 – 1.5 109.3 45.0 1.4 531.3 – 152.6 85.6 3.0 38.4 46.0 2.9 5,006.9 4,736.8 2,849.1 1,961.4 862.8 653.5 – 32.5 621.0 168.2 66.6 4.0 0.9 2.1 13.4 0.9 – 3,254.6 – 3,315.1 – 1,358.8 – 1,224.8 – 365.5 – 565.9 – 670.4 – 584.9 – 568.2 – 25.2 – 104.0 69.7 – 104.7 – 416.4 – 43.5 – 7.9 – 87.7 63.7 – 92.3 – 407.1 – 41.1 – 5.2 – 79.9 66.2 50.5 18.9 – 209.0 – 273.7 – 24.7 – 51.4 – 29.3 – 251.0 – 255.5 – 23.3 – 45.1 – 22.7 – 118.8 – 83.2 – 9.8 – 0.8 – 30.0 – 26.7 – 217.7 – 167.1 – 281.5 – 166.2 – 4,733.2 – 4,629.0 – 2,730.4 – 1,963.3 – 719.9 – 941.2 872.3 – 57.6 814.7 193.1 – 72.9 3.3 7.2 17.7 963.1 12.6 2.3 – 51.2 18.6 – 179.7 – 103.3 – 10.7 – 1.2 – 20.4 – 27.4 152 Financial Report Notes to the Consolidated Annual Financial Statements 7.2 segment reporting by business segments in CHF million Income Premiums earned and policy fees (gross) Reinsurance premiums ceded Premiums earned and policy fees (net) Investment income Realised capital gains and losses on investments Income from services rendered Result from investments in associates Other operating income Income Intersegment income Income from associates 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 2010 3,039.4 – 151.3 2,888.1 288.8 8.4 26.3 1.4 77.2 3,290.2 – 31.2 1.4 nonlife 2011 3,147.1 – 158.8 2,988.3 291.9 – 191.4 29.1 0.7 39.9 3,158.5 – 56.2 0.7 – 1,818.4 – 1,850.3 – 73.5 41.3 – 373.2 – 532.5 – 19.9 – 0.8 – 5.6 – 127.5 42.0 – 403.0 – 527.0 – 19.9 – 1.2 – 3.1 – 127.3 – 2,909.9 – 141.5 – 3,031.5 2010 3,814.9 – 16.9 3,798.0 1,345.2 499.0 20.4 – 0.1 50.7 5,713.2 – 20.5 – 0.2 – 3,394.5 – 1,319.7 6.2 – 118.3 – 323.5 – 75.5 – 60.4 – 126.0 – 118.8 – 5,530.5 Profit / loss before borrowing costs and taxes 380.3 127.0 182.7 Borrowing costs Profit / loss before taxes Income taxes Profit / loss for the period (segment result) – 380.3 – 65.3 315.0 – 127.0 – 13.9 113.1 – 182.7 – 32.5 150.2 Life 2011 3,659.8 – 17.5 3,642.3 1,323.9 – 720.4 27.7 6.8 64.9 4,345.2 – 27.4 1.8 – 3,461.2 – 512.4 11.3 – 173.8 – 320.0 – 75.8 – 50.4 390.2 – 137.2 – 4,329.3 15.9 – 15.9 – 8.4 7.5 2010 2010 2011 2010 2011 2010 other activities elimination banking 2011 171.0 – 1.0 109.5 – 6.9 286.4 – 47.4 – – – – – – – – – – – 82.0 – 111.3 – 213.1 73.3 – 73.3 – 13.8 59.5 178.5 1.0 106.8 – 7.8 294.1 – 43.4 – – – – – – – – – – – 90.1 – 114.9 – 226.2 67.9 – 67.9 – 12.8 55.1 14.3 – 6.8 298.6 – 1.8 82.9 387.2 – 105.1 1.1 – – – – – – – – – – 18.8 – 383.8 – 410.9 – 52.8 – 76.5 – 7.1 – 83.6 13.4 – 30.6 171.1 2.7 48.4 205.0 – 101.5 2.7 – – – – – – – – – – 17.9 – 252.3 – 277.3 – 55.0 – 127.3 8.5 – 118.8 – 15.6 – 33.7 1,811.2 – 168.7 – 178.8 – 15.9 – 200.2 200.2 – 20.0 – 232.5 232.5 9,484.5 7,762.6 total 2011 6,806.9 – 176.3 6,630.6 1,766.5 – 943.4 158.6 10.2 140.1 – 5.2 – 5,311.5 – 639.9 53.3 – 576.8 – 847.0 – 61.3 – 51.6 324.0 – 507.9 – 7,618.7 – 55.0 88.9 – 27.6 61.3 – – – – – – – – – – – – – – – – – 6,854.3 – 168.2 6,686.1 501.6 283.4 – 0.5 202.7 – 2.3 – 5,212.9 – 1,393.2 47.5 – 491.5 – 856.0 – 64.8 – 61.2 – 219.8 – 625.4 – 8,877.3 – 52.8 554.4 – 117.7 436.7 – – – – – – – – – – – – – – – – – – 21.2 – 19.8 – 8.3 – 7.1 60.1 61.3 20.7 119.4 200.2 36.8 134.4 232.5 – 23.7 – 72.3 607.2 143.9 Financial Report Notes to the Consolidated Annual Financial Statements 153 7.2 segment reporting by business segments in CHF million Income Premiums earned and policy fees (gross) Reinsurance premiums ceded Premiums earned and policy fees (net) Investment income Realised capital gains and losses on investments Income from services rendered Result from investments in associates Other operating income Income Intersegment income Income from associates expenses Claims and benefits paid (gross) Change in technical reserves (gross) Reinsurance share of claims incurred Acquisition costs Investment expenses Interest expenses on insurance liabilities Result from financial contracts Other operating expenses expenses Borrowing costs Profit / loss before taxes Income taxes Profit / loss for the period (segment result) Operating and administrative expenses for insurance business 2010 2010 nonlife 2011 3,147.1 – 158.8 2,988.3 291.9 – 191.4 29.1 0.7 39.9 3,158.5 – 56.2 0.7 – 127.5 42.0 – 403.0 – 527.0 – 19.9 – 1.2 – 3.1 – 127.0 – 13.9 113.1 Life 2011 3,659.8 – 17.5 3,642.3 1,323.9 – 720.4 27.7 6.8 64.9 4,345.2 – 27.4 1.8 – 512.4 11.3 – 173.8 – 320.0 – 75.8 – 50.4 390.2 – 137.2 – 4,329.3 15.9 – 15.9 – 8.4 7.5 3,814.9 – 16.9 3,798.0 1,345.2 499.0 20.4 – 0.1 50.7 5,713.2 – 20.5 – 0.2 – 3,394.5 – 1,319.7 6.2 – 118.3 – 323.5 – 75.5 – 60.4 – 126.0 – 118.8 – 5,530.5 – 182.7 – 32.5 150.2 3,039.4 – 151.3 2,888.1 288.8 8.4 26.3 1.4 77.2 3,290.2 – 31.2 1.4 – 73.5 41.3 – 373.2 – 532.5 – 19.9 – 0.8 – 5.6 – 380.3 – 65.3 315.0 – 1,818.4 – 1,850.3 – 3,461.2 Profit / loss before borrowing costs and taxes 380.3 127.0 182.7 – 127.3 – 2,909.9 – 141.5 – 3,031.5 2010 – – – 178.5 1.0 106.8 – 7.8 294.1 – 43.4 – – – – – – – 21.2 – – 90.1 – 114.9 – 226.2 67.9 – 67.9 – 12.8 55.1 banking 2011 – – – 171.0 – 1.0 109.5 – 6.9 286.4 – 47.4 – – – – – – – 19.8 – – 82.0 – 111.3 – 213.1 73.3 – 73.3 – 13.8 59.5 other activities elimination 2010 2011 2010 2011 2010 – – – 14.3 – 6.8 298.6 – 1.8 82.9 387.2 – 105.1 1.1 – – – – – – 8.3 – – 18.8 – 383.8 – 410.9 – – – 13.4 – 30.6 171.1 2.7 48.4 205.0 – 101.5 2.7 – – – – – – 7.1 – – 17.9 – 252.3 – 277.3 – 23.7 – 72.3 – 52.8 – 76.5 – 7.1 – 83.6 – 55.0 – 127.3 8.5 – 118.8 – – – – 15.6 – – 168.7 – – 15.9 – 200.2 200.2 – – – – – – 60.1 – 20.7 119.4 200.2 – – – – – – – – – 33.7 – – 178.8 – – 20.0 – 232.5 232.5 – – – – – – 61.3 – 36.8 134.4 232.5 – – – – – total 2011 6,806.9 – 176.3 6,630.6 1,766.5 – 943.4 158.6 10.2 140.1 6,854.3 – 168.2 6,686.1 1,811.2 501.6 283.4 – 0.5 202.7 9,484.5 7,762.6 – 2.3 – 5.2 – 5,212.9 – 1,393.2 47.5 – 491.5 – 856.0 – 64.8 – 61.2 – 219.8 – 625.4 – 8,877.3 – 5,311.5 – 639.9 53.3 – 576.8 – 847.0 – 61.3 – 51.6 324.0 – 507.9 – 7,618.7 607.2 143.9 – 52.8 554.4 – 117.7 436.7 – 55.0 88.9 – 27.6 61.3 154 Financial Report Notes to the Consolidated Annual Financial Statements Notes to the consolidated balance sheet 8. ProPert y, PLant and equIPment 8.1 Property, plant and equipment 2010 Land buildings operating equipment machinery / furniture / vehicles It equipment total in CHF million Carrying value as of 1 January Additions Additions from change in the scope of consolidation Disposals Disposals from change in the scope of consolidation 84.8 0.2 – – – 0.2 404.7 3.5 – – 0.9 – 1.7 54.4 16.0 – – 0.6 – 0.6 44.2 12.6 – – 2.0 – 2.8 23.1 13.5 – – 0.6 – 0.9 Reclassification – 1.2 – 1.9 – 3.3 – – Impairments and depreciation Depreciation Impairment loss recognised in profit or loss Reversals of an impairment loss recognised in profit or loss Exchange differences Carrying value as of 31 december Acquisition costs Accumulated depreciation and impairments balance as of 31 december Of which: Assets held under a finance lease 1 – – – – 2.2 81.4 81.9 – 0.5 81.4 – – 18.4 – 8.7 – – – 44.9 340.4 712.1 – 371.7 340.4 93.4 – – – 1.7 55.5 148.4 – 92.9 55.5 – – 8.8 – 0.0 – – 5.5 37.7 107.2 – 69.5 37.7 0.1 – 12.9 – – – 1.5 20.7 142.1 – 121.4 20.7 – 1 The assets in finance leases primarily concern a lease agreement with a purchase option for an owner-occupied administrative building. The lease agreement includes a repayment schedule and is contractually fixed until mid-2018. Impairments and depreciation are included in the “Other operating expenses.” 611.2 45.8 – – 4.1 – 6.2 – 6.4 – 48.8 – 0.0 – – 55.8 535.7 1,191.7 – 656.0 535.7 93.5 Financial Report Notes to the Consolidated Annual Financial Statements 155 8.2 Property, plant and equipment 2011 in CHF million Carrying value as of 1 January Additions Additions from change in the scope of consolidation Disposals Disposals from change in the scope of consolidation Reclassification Impairments and depreciation Depreciation Impairment loss recognised in profit or loss Reversals of an impairment loss recognised in profit or loss Exchange differences Carrying value as of 31 december Acquisition costs Accumulated depreciation and impairments balance as of 31 december Of which: Assets held under a finance lease 1 Land buildings operating equipment machinery / furniture / vehicles It equipment total 81.4 6.0 1.9 – 0.2 – – – – 1.0 0.5 – 0.4 88.2 89.1 – 0.9 88.2 – 340.4 41.5 6.0 – – 55.5 3.8 2.3 – 0.4 – 37.7 7.0 3.3 – 3.1 – 20.7 11.9 1.2 – 1.2 – 535.7 70.2 14.7 – 4.9 – – 0.5 – 0.0 0.0 0.0 – 0.5 – 17.3 – 0.5 – – 7.7 361.9 749.5 – 387.6 361.9 88.1 – 8.5 – – – 0.3 52.4 148.2 – 95.8 52.4 – – 7.7 – 1.2 0.0 – 0.9 35.1 114.1 – 79.0 35.1 0.1 – 10.0 – – – 0.3 22.3 149.1 – 126.8 22.3 – – 43.5 – 2.7 0.5 – 9.6 559.9 1,250.0 – 690.1 559.9 88.2 1 The assets in finance leases primarily concern a lease agreement with a purchase option for an owner-occupied administrative building. The lease agreement includes a repayment schedule and is contractually fixed until mid-2018. Impairments and depreciation are included in the “Other operating expenses.” 156 Financial Report Notes to the Consolidated Annual Financial Statements 9. IntangIbLe assets 9.1 Intangible assets 2010 in CHF million Carrying value as of 1 January Additions from change in the scope of consolidation Additions Capitalisation of acquisition costs Disposals Disposals from change in the scope of consolidation Reclassification Impairments and depreciation Depreciation Write-ups Impairment losses recognised in profit or loss Reversals of an impairment loss recognised in profit or loss Depreciation as a result of impending losses Change due to unrealised gains and losses on financial instruments (shadow accounting) Exchange differences Carrying value as of 31 december Acquisition costs Accumulated depreciation and impairments balance as of 31 december 1 Intangible assets by segments Switzerland Germany Belgium Luxembourg Other units Group business total regions Present value of gains on acquired insurance contracts deferred acquisition cost Life deferred acquisition cost nonlife other intangible assets Internally developed intangible assets 1,029.4 – – 92.9 – – – 149.8 1.5 – 302.7 – – – 194.9 2.1 40.1 – – 2.2 – 17.4 – 0.4 – 0.1 – – – total 1,562.4 3.6 56.4 395.6 – 9.3 – 17.4 – – 110.7 – 309.2 – 37.8 – 0.2 – 461.7 1.4 – – – – 9.9 – 125.5 877.6 – – – – – 7.4 – – – – – – – – – – – 1.4 – 0.1 – 7.4 – 9.9 – 14.3 137.9 – – – 14.6 165.1 457.8 – 292.7 – 0.1 0.2 9.9 – 9.7 – 185.8 1,342.6 – – 60.7 – 2.9 – – – – – 3.8 – – 0.1 – – – – 9.6 50.1 – – goodwill 127.2 – 13.3 – – 7.1 – – – – – – – – – 21.7 111.7 293.5 – 181.8 111.7 50.1 877.6 137.9 165.1 0.2 1,342.6 – 35.0 0.0 14.5 62.2 0.0 111.7 – 27.6 2.5 – 20.0 – 50.1 188.7 625.5 24.0 11.3 28.1 – 55.4 29.2 31.2 2.9 19.2 – 88.9 13.8 37.8 8.7 9.1 6.8 – 0.2 – – – – 333.0 731.3 95.5 37.4 138.6 6.8 877.6 137.9 165.1 0.2 1,342.6 1 Other than possible goodwill, the Baloise Group has no intangible assets of indefinite useful life. Financial Report Notes to the Consolidated Annual Financial Statements 157 9.2 Intangible assets 2011 in CHF million Carrying value as of 1 January Additions from change in scope of consolidation Additions Capitalisation of acquisition costs Disposals Disposals from change in scope of consolidation Reclassification Impairments and depreciation Depreciation Write-ups Impairment losses recognised in profit or loss Reversals of an impairment loss recognised in profit or loss Depreciation as a result of impending losses Change due to unrealised gains and losses on financial instruments (shadow accounting) Exchange differences Carrying value as of 31 december Acquisition costs Accumulated depreciation and impairments balance as of 31 december 1 Intangible assets by segments Switzerland Germany Belgium Luxembourg Other units Group business total regions Present value of gains on acquired insurance contracts 50.1 27.6 – – – – – – 4.4 – – 0.7 – – – – 2.2 70.4 – – goodwill 111.7 – 17.4 – – – – – – – 50.1 – – – – 3.6 75.4 307.8 – 232.4 deferred acquisition cost Life deferred acquisition cost nonlife other intangible assets Internally developed intangible assets 165.1 71.0 32.1 – – 0.5 – – – 43.0 – – 3.3 – – – 0.2 – 0.4 – – – – – – – – – – 0.3 – 535.3 total 1,342.6 120.7 49.9 414.7 – 0.5 – – 0.8 – 54.1 – 2.1 – 8.4 – 32.3 1,300.2 – – – 3.1 161.2 – – – 3.8 217.6 587.4 – 369.8 – 0.0 0.3 10.0 – 9.7 877.6 – – 87.0 – – – 137.9 22.1 – 327.7 – – – – 162.1 – 325.5 – – – 2.1 – 0.8 – – – – 8.4 – 19.6 775.3 – – 75.4 70.4 775.3 161.2 217.6 0.3 1,300.2 – 33.9 16.9 14.1 10.5 0.0 75.4 – 24.1 28.5 – 17.8 – 70.4 146.2 561.8 28.2 12.7 26.4 – 53.8 26.0 59.1 2.8 19.5 – 79.3 19.9 97.3 9.4 4.8 6.9 775.3 161.2 217.6 – 0.1 – – – 0.2 0.3 279.3 665.8 230.0 39.0 79.0 7.1 1,300.2 1 Other than possible goodwill, the Baloise Group has no intangible assets of indefinite useful life. 158 Financial Report Notes to the Consolidated Annual Financial Statements The goodwill balance at the end of 2011 can be mainly attributed to Basler osiguranje Zagreb; the Zeus Ver- mittlungsgesellschaft mbH, Hamburg; Deutscher Ring Financial Services GmbH, Hamburg; as well as Bâloise Luxembourg IARD S.A., and the Avéro Schadeverzekering Benelux NV that was merged with the Mercator NV during the year of acquisition. An impairment of CHF 50.1 million was performed on the goodwill from “Osiguranje Zagreb” that was acquired in 2007. This became necessary due to the economic prospects as a consequence of the European debt crisis and the resulting newly assessed growth prospects for Croatia. Of this impairment expense, CHF 40.7 million can be allocated to the business segment nonlife and CHF 9.4 million to the business segment life. As of 31 December 2011 this goodwill still amounts to CHF 10.5 million after impairments and currency effects. 9.3 assumptions applied for the impairment test of significant goodwill items The assumptions on the future business development were reviewed by local manangement taking the general macroeconomic situation into consideration. Zeus Vermittlungsgesellschaft mbH Deutscher Ring Financial Services GmbH Basler osiguranje Zagreb Bâloise Luxembourg IARD S.A. Mercator NV discount rate growth rate 2010 10.0 7.8 10.3 11.0 – 2011 8.5 8.0 11.5 9.3 9.3 2010 2011 1.0 1.0 5.2 2.6 – 1.0 1.0 3.0 2.6 2.6 Financial Report Notes to the Consolidated Annual Financial Statements 159 10. Investments In assoCIates in CHF million balance as of 1 January Additions Disposals / capital repayments Reclassification due to change in percentage of interest Realised gains / losses on disposals Adjustments Dividend payments Exchange differences balance as of 31 december 2010 2011 143.1 79.7 – 3.3 – 0.1 20.8 – 0.6 – 28.5 211.3 211.3 0.0 – 15.3 – 6.2 5.0 – 12.3 – 3.4 – 5.6 173.5 Included in the additions in the 2010 fiscal year is the booking of the OVB group as an associated company as described in section 6.1.3. In the reporting period the third party interests in Van Vaeck Zenith NV hitherto held as an associated partici- pation were bought out. From now on this company is listed as fully consolidated in the scope of consolidation. Since the relevant account information, in other words the evaluation criteria, on the listed OVB group had not been published when the Financial Report was prepared, the evaluation is based on the figures on 30 September of the reporting period. sIgnIfICant Investments In assoCIates 2011 in CHF million OVB Holding AG, Cologne 1 Roland Rechtsschutz Versicherungs-AG, Cologne Credimo Holding, Asse Atlantic Union, Athens Other assets Liabilities revenue Profit share in % 176.5 500.7 1,137.9 194.0 177.0 80.7 407.2 969.2 148.9 4.4 249.1 175.7 160.2 81.8 3.0 4.4 14.9 2.7 7.8 – 0.5 32.6 % 25.0 % 22.7 % 31.1 % 1 Values as of 30 September of the reporting period. The proportionate market value of OVB Holding AG, Cologne, amounts to CHF 105.9 million as of 31 December 2011. 160 Financial Report Notes to the Consolidated Annual Financial Statements 11. Investment ProPertIes in CHF million balance as of 1 January Additions Additions from change in the scope of consolidation Disposals Disposals from change in the scope of consolidation Reclassification Change in fair value Exchange differences balance as of 31 december Operating expenses arising from investment properties that generate rental income Operating expenses arising from investment properties that do not generate rental income 2010 2011 5,071.7 133.6 – 5,046.6 154.2 135.8 – 30.3 – 178.9 – 2.4 6.4 – 0.6 – 131.8 5,046.6 73.1 0.2 – 0.6 0.5 3.5 – 23.1 5,138.0 70.2 0.1 The additions and disposals in the 2010 fiscal year are mainly attributable to transactions in Switzerland as well as the sales in Germany and Croatia. The disposals due to changes in the scope of consolidation pertain to the Belgian Immo Kappelleveld NV that was sold and investment properties belonging to the deconsolidated OVB group. The reclassifications can mainly be attributed to the Belgian nonlife unit that has newly rented out its former offices. In the 2011 reporting period, the additions and disposals can be mainly attributed to transactions in Switzerland, disposals in Germany and acquisitions in Belgium. Additions from changes to the scope of consolidation are connected to the company acquisitions in Belgium explained in section 6.2.1. Disposals from changes to the scope of consolidation result from sales of the Croatian Treci element d.o.o. Financial Report Notes to the Consolidated Annual Financial Statementst 161 12. fInanCIaL assets in CHF million Financial assets of an equity nature Available for sale Recognised at fair value through profit or loss Financial assets of a debt nature Held to maturity Available for sale Recognised at fair value through profit or loss financial assets for own account and at own risk Financial assets for account and at risk of life insurance policyholders Recognised at fair value through profit or loss 1 financial assets according to balance sheet 2010 2011 3,437.6 3,447.3 78.9 33.3 7,105.5 8,027.8 17,784.6 19,855.3 72.1 98.5 28,478.7 31,462.2 7,206.0 7,159.2 35,684.7 38,621.4 1 Of which financial assets totalling CHF 114.8 million (previous year: CHF 57.5 million) involved insurance policies that had not been fully reviewed on the balance sheet date. 162 Financial Report Notes to the Consolidated Annual Financial Statements fInanCIaL assets for oWn aCCount and at oWn rIsK in CHF million financial assets of an equity nature Publicly listed Not publicly listed total financial assets of a debt nature Publicly listed, fixed interest rate Publicly listed, variable interest rate Not publicly listed, fixed interest rate Not publicly listed, variable interest rate total Held to maturity available for sale recognised at fair value through profit or loss total trading portfolio designated 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 – – – – – – 7,105.5 8,027.8 – – – – – – 7,105.5 8,027.8 1,985.4 1,452.2 3,437.6 1,983.8 1,463.5 3,447.3 17,488.0 19,654.2 257.7 38.9 – 163.3 37.8 – 17,784.6 19,855.3 – – – – – – – – – – – – – – – – 78.9 – 78.9 12.3 41.9 17.9 – 72.1 33.3 – 33.3 42.6 39.1 16.8 – 98.5 2,064.3 1,452.2 3,516.5 2,017.1 1,463.5 3,480.6 24,605.8 27,724.6 299.6 56.8 – 202.4 54.6 – 24,962.2 27,981.6 The following impairments had to be performed on “Held to maturity financial assets of a debt nature” in the reporting period: ImPaIrments on HeLd to maturIt y fInanCIaL assets of a debt nature in CHF million balance as of 1 January Unused provisions reversed through profit or loss Increases and additional provisions recognised in profit or loss Disposal from change in the scope of consolidation Exchange calculation balance as of 31 december 2010 2011 – – – – – – – – – 7.6 – – – 7.6 Financial Report Notes to the Consolidated Annual Financial Statements 163 fInanCIaL assets for oWn aCCount and at oWn rIsK in CHF million financial assets of an equity nature Publicly listed Not publicly listed total financial assets of a debt nature Publicly listed, fixed interest rate Publicly listed, variable interest rate Not publicly listed, fixed interest rate Not publicly listed, variable interest rate total Held to maturity available for sale recognised at fair value through profit or loss total trading portfolio designated 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 – – – – – – – – – – – – 7,105.5 8,027.8 7,105.5 8,027.8 1,985.4 1,452.2 3,437.6 1,983.8 1,463.5 3,447.3 17,488.0 19,654.2 257.7 38.9 – 163.3 37.8 – 17,784.6 19,855.3 – – – – – – – – – – – – – – – – 78.9 – 78.9 12.3 41.9 17.9 – 72.1 33.3 – 33.3 42.6 39.1 16.8 – 98.5 2,064.3 1,452.2 3,516.5 2,017.1 1,463.5 3,480.6 24,605.8 27,724.6 299.6 56.8 – 202.4 54.6 – 24,962.2 27,981.6 164 Financial Report Notes to the Consolidated Annual Financial Statements Held to maturity available for sale recognised at fair value through profit or loss total trading portfolio designated 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 in CHF million type of financial asset Shares Funds Mixed funds Bond funds Property funds Private equity Hedge funds financial assets of an equity nature Public corporations Industrial enterprises Financial institutions Other financial assets of a debt nature – – – – – – – – – – – – – – – – 5,903.9 35.2 1,123.1 43.3 7,105.5 6,833.2 39.0 1,116.4 39.2 8,027.8 total 7,105.5 8,027.8 21,222.2 23,302.6 151.0 131.8 28,478.7 31,462.2 secured financial assets of a debt nature Public corporations Industrial enterprises Financial institutions Other total 5.8 – 900.8 – 906.6 3.5 – 887.7 – 891.2 As of 1 July 2011, the Croatian unit of the Baloise Group reclassified fixed-income securities to the value of CHF 31.9 mil- lion from “available for sale” to “held to maturity”. This is meant to curb temporary negative equity requirements, which impact the local solvency. Hedged financial assets of a debt nature are fixed-income securities that are certificated by a mortgage or government bond. These fixed-income securities are issued by companies, which for the most part have a clearly defined and narrowly limited business purpose. 3,437.6 3,447.3 33.3 3,516.5 3,480.6 1,512.7 1,578.1 1,512.7 1,578.1 130.0 101.7 93.3 299.5 502.9 797.5 7,835.9 1,711.3 8,222.1 15.3 94.4 44.9 116.3 323.4 540.7 749.5 8,912.4 2,122.6 8,815.3 5.0 17,784.6 19,855.3 389.8 – 378.0 4.3 4,887.7 5,752.8 4.9 0.2 5,282.4 6,135.3 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 29.3 19.4 30.2 0.0 – – 78.9 17.3 0.7 54.1 – 72.1 – – – – – – 14.0 14.7 4.6 0.0 – – 40.5 0.7 57.3 – 98.5 – – – – – 159.3 121.1 123.5 299.5 502.9 797.5 108.4 59.6 120.9 323.4 540.7 749.5 13,757.1 15,786.1 1,747.2 9,399.3 58.6 2,162.3 9,989.0 44.2 24,962.2 27,981.6 395.6 – 381.5 4.3 5,788.5 6,640.5 4.9 0.2 6,189.0 7,026.5 Financial Report Notes to the Consolidated Annual Financial Statements 165 Held to maturity available for sale recognised at fair value through profit or loss total trading portfolio designated 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 in CHF million type of financial asset Shares Funds Mixed funds Bond funds Property funds Private equity Hedge funds Public corporations Industrial enterprises Financial institutions financial assets of an equity nature financial assets of a debt nature secured financial assets of a debt nature Public corporations Industrial enterprises Financial institutions Other total Other total – – – – – – – – – – – – – – – – 5,903.9 35.2 1,123.1 43.3 7,105.5 6,833.2 39.0 1,116.4 39.2 8,027.8 7,105.5 8,027.8 5.8 – – 900.8 906.6 3.5 – – 887.7 891.2 As of 1 July 2011, the Croatian unit of the Baloise Group reclassified fixed-income securities to the value of CHF 31.9 mil- lion from “available for sale” to “held to maturity”. This is meant to curb temporary negative equity requirements, which impact the local solvency. Hedged financial assets of a debt nature are fixed-income securities that are certificated by a mortgage or government bond. These fixed-income securities are issued by companies, which for the most part have a clearly defined and narrowly limited business purpose. 1,512.7 1,578.1 130.0 101.7 93.3 299.5 502.9 797.5 94.4 44.9 116.3 323.4 540.7 749.5 3,437.6 3,447.3 7,835.9 1,711.3 8,222.1 15.3 8,912.4 2,122.6 8,815.3 5.0 17,784.6 19,855.3 21,222.2 23,302.6 389.8 – 378.0 4.3 4,887.7 5,752.8 4.9 0.2 5,282.4 6,135.3 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 29.3 19.4 30.2 0.0 – – 78.9 17.3 0.7 54.1 – 72.1 – 14.0 14.7 4.6 0.0 – – 1,512.7 1,578.1 159.3 121.1 123.5 299.5 502.9 797.5 108.4 59.6 120.9 323.4 540.7 749.5 33.3 3,516.5 3,480.6 40.5 0.7 57.3 – 98.5 13,757.1 15,786.1 1,747.2 9,399.3 58.6 2,162.3 9,989.0 44.2 24,962.2 27,981.6 151.0 131.8 28,478.7 31,462.2 – – – – – – – – – – 395.6 – 381.5 4.3 5,788.5 6,640.5 4.9 0.2 6,189.0 7,026.5 faIr vaLue of fInanCIaL assets CLassIfIed as HeLd to maturIt y in CHF million Public corporations Industrial enterprises Financial institutions Other total Carrying values fair values 2010 2011 2010 2011 5,903.9 6,833.2 6,168.1 7,405.1 35.2 39.0 36.6 41.1 1,123.1 1,116.4 1,153.1 1,174.4 43.3 39.2 44.8 40.9 7,105.5 8,027.8 7,402.6 8,661.5 166 Financial Report Notes to the Consolidated Annual Financial Statements 13. mortgages and Loans in CHF million mortgages and loans carried at cost Mortgages Policy loans Promissory notes and registered bonds Time deposits Employee loans Reverse repurchase agreements Other loans subtotal mortgages and loans recognised at fair value through profit or loss Mortgages Policy loans subtotal gross amount Impairment Carrying value fair value 2010 2011 2010 2011 2010 2011 2010 2011 10,256.8 10,632.1 218.1 5,517.1 203.9 5,463.0 815.5 56.9 – 956.4 44.9 – – 59.1 – – 5.3 – – – – 56.8 10,197.7 10,575.3 10,534.8 11,083.0 – 218.1 – 0.0 5,511.8 203.9 5,463.0 228.7 5,752.7 216.3 5,905.4 – – – 815.5 56.9 – 956.4 44.9 – 815.6 58.7 – 956.4 46.7 – 453.0 439.6 17,317.4 17,739.9 – 16.6 – 81.0 – 15.6 – 72.4 436.4 424.0 440.5 419.2 17,236.4 17,667.5 17,831.0 18,627.0 456.0 1.1 457.1 374.5 0.7 375.2 – – – – – – 456.0 1.1 457.1 374.5 0.7 375.2 456.0 1.1 457.1 374.5 0.7 375.2 mortgages and loans 17,774.5 18,115.1 – 81.0 – 72.4 17,693.5 18,042.7 18,288.1 19,002.2 The change in fair value of mortgages classified as affecting profit or loss and measured at fair value is, besides the change in volume, exclusively derived from the change in the interest curve on which the valuation is based. ImPaIrments on mortgages and Loans in CHF million balance on 1 January Usage not affecting profit or loss Unused provisions reversed through profit or loss Increases and additional provisions recognised in profit or loss Disposal from change in the scope of consolidation Currency translation balance on 31 december 2010 2011 – 100.3 7.7 28.2 – 24.6 – 8.0 – 81.0 8.0 11.4 – 12.0 – 1.2 – 81.0 – 72.4 Financial Report Notes to the Consolidated Annual Financial Statements 167 14. derIvatIve fInanCIaL Instruments in CHF million Derivative financial instruments for own account and at own risk Derivative financial instruments for the account and at the risk of life insurance policyholders 357.8 178.5 281.8 52.3 derivative financial instruments according to the balance sheet 536.3 334.1 29.9 – 29.9 175.3 – 175.3 fair value – assets fair value – liabilities 2010 2011 2010 2011 in CHF million Interest rate instruments Forward transactions Swaps OTC options Other Traded options Traded futures subtotal equity instruments Forward transactions OTC options Traded options Traded futures subtotal foreign currency instruments Forward transactions Swaps OTC options Traded options Traded futures subtotal total Of which: designated for fair value hedging Of which: designated for cash flow hedging Of which: designated for hedging a net investment in a foreign company Contract value fair value – assets fair value – liabilities 2010 2011 2010 2011 2010 2011 – 980.0 1,500.3 – – – – 889.5 1,578.3 4.1 – – – 19.4 84.4 – – – – 38.4 204.3 4.1 – – – 26.2 – – – – – 47.8 – – – – 2,480.3 2,471.9 103.8 246.8 26.2 47.8 – 115.3 – 125.1 240.4 – 71.6 – 319.7 391.3 – 3.1 – 0.2 3.3 4,525.2 4,426.7 248.6 – 268.8 – – – 399.4 – – – 2.1 – – – 0.2 – – 0.2 32.9 – 1.9 – – – – – – – – – – 7.5 7.5 3.7 118.9 – – – – – 1.1 – – 4,794.0 4,826.1 250.7 34.8 3.7 120.0 7,514.7 979.7 – 7,689.3 – – 1,037.2 1,093.8 357.8 19.0 – 47.9 281.8 – – 1.3 29.9 25.1 – 0.7 175.3 – – 50.7 168 Financial Report Notes to the Consolidated Annual Financial Statements The contract or face value is used for derivative financial instruments, which may involve an exchange of the prin- cipal amount on maturity (options, futures and currency swaps) and instruments involving only the nominal lend- ing or borrowing of the principal amount (interest rate swaps). Contract and face value are disclosed for the purpose of measuring the scope of transactions, in which the Baloise Group is involved. 15. fInanCIaL reCeIvabLes in CHF million receivables and other assets carried at cost Receivables from financial contracts Other receivables Receivables from investments subtotal receivables and other assets recognised at fair value through profit or loss Receivables from financial contracts subtotal gross amount Impairment Carrying value fair value 2010 2011 2010 2011 2010 2011 2010 2011 276.3 348.6 222.9 614.3 280.4 663.7 – – 4.6 – 5.5 – 276.3 348.6 276.3 348.6 – 4.3 – 2.6 218.3 608.8 276.1 661.1 220.6 609.9 276.8 661.1 1,113.5 1,292.7 – 10.1 – 6.9 1,103.4 1,285.8 1,106.8 1,286.5 41.5 41.5 61.5 61.5 – – – – 41.5 41.5 61.5 61.5 41.5 41.5 61.5 61.5 receivables 1,155.0 1,354.2 – 10.1 – 6.9 1,144.9 1,347.3 1,148.3 1,348.0 ImPaIrments on fInanCIaL reCeIvabLes in CHF million balance on 1 January Usage not affecting profit or loss Unused provisions reversed through profit or loss Increases and additional provisions recognised in profit or loss Disposal from change in the scope of consolidation Currency translation balance on 31 december 2010 2011 – 11.1 – 10.1 1.3 2.7 – 4.8 1.0 0.8 – 10.1 2.0 4.9 – 3.8 – 0.1 – 6.9 Financial Report Notes to the Consolidated Annual Financial Statements 169 16. reInsuranCe assets in CHF million technical reserves ceded to reinsurers as of 1 January Change in unearned premium reserves Benefits paid Interest and change in liability Additions / disposals from change in the scope of consolidation Impairments Exchange differences technical reserves ceded to reinsurers as of 31 december 17. reCeIvabLes from reInsurers in CHF million reinsurance deposits as of 1 January Additions Disposals Additions / disposals from change in the scope of consolidation Exchange differences reinsurance deposits as of 31 december other reinsurance receivables as of 1 January Additions Disposals Additions / disposals from change in the scope of consolidation Exchange differences other reinsurance receivables as of 31 december Impairments on receivables from reinsurers as of 1 January Usage not affecting profit or loss Unused provisions reversed through profit or loss Increases and additional provisions recognised in profit or loss Disposal from change in the scope of consolidation Currency translation Impairments on receivables from reinsurers as of 31 december 2010 2011 306.4 1.5 – 69.7 46.3 3.3 – – 39.7 248.1 248.1 – 3.1 – 58.0 55.9 142.8 – – 8.2 377.5 2010 2011 4.9 4.1 – 1.0 – – 0.9 7.1 18.7 0.6 – 2.6 – – 0.3 16.4 – 0.6 0.2 0.0 – 0.2 – 0.0 – 0.6 7.1 1.4 – 3.3 0.3 – 0.2 5.3 16.4 6.1 – 10.3 – – 0.2 12.0 – 0.6 0.0 0.2 – 0.0 – – – 0.4 receivables from reinsurers as of 31 december 22.9 16.9 170 Financial Report Notes to the Consolidated Annual Financial Statements 18. emPLoyee benefIts 18.1 receivables and liabilities from employee benefits receivables from employee benefits Liabilities from employee benefits 2010 2011 2010 2011 in CHF million type of benefit Short-term employee benefits 3.4 1.4 Post-employment benefits – defined-contribution plans Post-employment benefits – defined-benefit plans Other long-term employee benefits Employment contract termination benefits total – – – – – – – – 3.4 1.4 104.6 – 535.3 24.3 28.3 692.5 115.5 – 550.4 24.8 29.3 720.0 18.2 retirement benefits Baloise provides a range of retirement benefits. These vary from country to country as circumstances dictate. Liabilities that are (partially) financed by means of a bond are occupational pension schemes valid in Switzerland and liabilities from the newly acquired Avéro Schadeverzekering Benelux NV. Baloise works with a number of different pension plans for employees of the insurance company and bank. Retirement benefits include – besides annuities – special benefits provided by Baloise to retired personnel. In particular, these involve specific benefits available in Switzerland, such as preferred rates on mortgages. These qualify as defined-benefit liabilities under IAS 19. 18.2.1 Liabilities from defined-benefit plans in CHF million Present value of present value of liabilities (partially) financed – 2,050.9 – 2,069.9 2010 2011 Fair value of plan assets net liability Present value of present value of liabilities not financed Unrecognised technical gains or losses Unrecognised past service costs (plan changes) Effects from plan curtailments and settlements Unrecognised assets due to limitation of IAS 19.58b net liabilities from defined-benefit plans 1,996.6 – 54.3 – 576.6 278.5 – – – 182.9 – 535.3 1,947.1 – 122.8 – 578.0 339.7 – – – 189.3 – 550.4 Financial Report Notes to the Consolidated Annual Financial Statements 171 18.2.2 Present value of liabilities partially financed in CHF million balance as of 1 January Current service cost Interest expenses Savings deposits and purchases by employees Actuarial gains / losses from defined-benefit plan liabilities of the reporting period Exchange differences Benefits paid Past service cost Additions and disposals from changes in the scope of consolidation Effects from plan curtailments Effects from plan settlements balance as of 31 december 18.2.3 Present value of liabilities not financed in CHF million balance as of 1 January Current service cost Interest expenses Employee contribution Actuarial gains / losses from defined-benefit plan liabilities of the reporting period Exchange differences Benefits paid Past service cost Additions and disposals from changes in the scope of consolidation Effects from plan curtailments Effects from plan settlements balance as of 31 december 2010 2011 – 2,008.8 – 2,050.9 – 68.8 – 60.3 – 22.7 – 64.4 – 139.5 – – 34.6 – – 70.7 – 51.9 – 32.0 31.5 0.3 121.1 – – 17.3 – – – 2,050.9 – 2,069.9 2010 2011 – 653.8 – 576.6 – 13.1 – 29.4 – – 17.8 96.1 30.3 – 0.1 0.6 7.0 3.6 – 12.1 – 25.3 – 7.3 15.4 26.2 – – 18.7 – 5.8 – 576.6 – 578.0 172 Financial Report Notes to the Consolidated Annual Financial Statements 18.2.4 fair value of plan assets in CHF million balance as of 1 January Expected return on plan assets Actuarial gains / losses on plan assets of the reporting period Exchange differences Employer contribution Employee contribution Benefits paid Cash flow between Baloise Group and plan assets (excl. benefits paid to employees and employer contribution) Additions and disposals from changes in the scope of consolidation Effects from plan settlements balance as of 31 december 18.2.5 net actuarial liabilities from defined-benefit plans 2010 2011 1,955.4 1,996.6 63.2 – 23.4 – 65.9 47.0 – 139.5 28.0 – – 60.4 – 103.7 – 48.8 55.5 – 121.1 – 10.6 – 1,996.6 1,947.1 in CHF million Present value of present value of liabilities (partially) financed Fair value of plan assets Present value of present value of liabilities not financed net actuarial liabilities from defined-benefit plans Experience adjustments on plan liabilities Experience adjustments on plan assets 2007 2008 2009 2010 2011 – 1,855.7 – 1,993.4 – 2,008.8 – 2,050.9 – 2,069.9 1,304.4 – 664.0 – 1,215.3 19.5 – 20.2 1,800.4 – 620.7 – 813.7 – 30.7 – 204.6 1,955.4 – 653.8 – 707.2 – 12.8 61.3 1,996.6 – 576.6 – 630.9 17.6 – 23.4 1,947.1 – 578.0 – 700.8 41.9 – 103.7 Financial Report Notes to the Consolidated Annual Financial Statements 173 18.2.6 expenses for defined-benefit plans in CHF million Current service cost Interest expenses Expected return on plan assets Expected return on reimbursement rights Repayment of actuarial gains / losses Repayment of service costs to be taken into account retrospectively Effects from plan curtailments / settlements Change in assets unrecognised due to limitation of IAS 19.58b Employee contribution total expenses for defined-benefit plans 2010 2011 81.9 89.7 – 63.2 – 1.3 – – 45.2 53.9 – 24.2 94.2 82.8 77.2 – 60.4 – 3.1 – – 5.8 – 6.4 – 23.4 67.1 18.2.7 estimated employer contribution The employer contribution for the following year can only be estimated with a limited degree of accuracy. This is mainly due to the amount being a function of wages / salaries paid. For the 2012 fiscal year, the Baloise Group estimates the total employer contributions to be approximately CHF 50 million. 18.2.8 actual returns on assets in CHF million Expected return on plan assets Actuarial gains / losses on plan assets of the reporting period actual return on plan assets 18.2.9 allocation of plan assets in CHF million Equities and investment funds Properties Fixed-interest assets Other fair value of plan assets Of which: Bâloise Holding shares (fair value) and convertible bonds (fair value) Of which: properties rented to the Baloise Group 2010 2011 63.2 – 23.4 39.8 60.4 – 103.7 – 43.3 2010 2011 1,125.7 318.3 383.3 169.3 977.0 355.9 401.1 213.1 1,996.6 1,947.1 33.2 – 18.8 – 174 Financial Report Notes to the Consolidated Annual Financial Statements 18.2.10 actuarial assumptions in percent Discount rate Expected return on plan assets Expected wage and salary increases Expected increase in pension benefits 2010 2011 2.9 3.0 1.6 0.4 2.8 2.5 1.7 0.4 Liabilities and expenses in connection with defined benefit plans are calculated based on technical and other assumptions that are determined on a company-by-company and country-by-country basis. The assumed values above represent weighted averages. The calculation of expected returns on plan assets of liabilities (partially) financed by a fund takes the asset allocation and long-term market expectations into consideration. Details concerning the plan assets are considered separately. 18.3 other long-term benefits Benefits for active employees payable twelve months or more from fiscal year-end are accounted for separately in accordance with special rules. Accounting is performed similarly as with retirement liabilities, except that technical gains and losses are immediately recognised. The principal benefit reflects service anniversary bonuses. Present value of liabilities was CHF 24.8 million as of 31 December 2011 (previous year: CHF 24.3 million). There were no disposals of plan assets for long-term benefits. Benefits recognised in profit or loss totalled CHF 4.6 million (previous year: CHF 1.1 million). 18.4 share-based compensation plans The Baloise Group has offered employees a range of share-based plans as part of their total compensation package for quite some time now. Employee participation, Share Subscription Scheme, Employee Share Ownership Plan, and performance quota are all “cash-settled” share-based compensation plans. Performance share units (PSU) constitute an “equity- settled” share-based compensation plan. In the fiscal year 2011, an amount of CHF 20.9 mil- lion was charged to the income statement from the share-based compensation plans listed below (previous year: CHF 21.1 million). 18.4.1 employee Participation Plan The Basler foundation for employee participation plans set up in 1989 offers employees from various Group companies in Switzerland the option to buy Bâloise Holding shares at a preferential 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 volume weighted average rate determined for the month of August in the subscription year and amounts to CHF 34.80 for the reporting period (2010: CHF 41.90). The subscribed shares are always transferred on 1 September and are subject to a blocking period of three years. Financial Report Notes to the Consolidated Annual Financial Statements 175 The stock of shares employed for this purpose was acquired by the foundation during earlier share capital in- creases by Bâloise Holding. It regulates the stock of shares through additional purchases as required. The foundation will be able to continue this employee participation programme in the coming years due to existing stocks. The foundation is managed by a board that is predominantly independent of the Corporate Executive Commit- tee. Peter Schwager (Chairman) and Dr Heinrich Koller (solicitor) function as independent members of the founda- tion council; the third member is Andreas Burki (Deputy Head of Legal and Taxes Baloise). emPLoyee PartICIPatIon 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) 2010 2011 170,842 172,385 31.8.2013 31.8.2014 41.90 7.2 14.3 3,189 1,876 91.1 34.80 6.0 12.1 3,150 1,897 90.8 18.4.2 share subscription scheme Since January 2003, persons in all Group companies in Switzerland entitled to variable remuneration – and since 2008 also the members of executive management of the foreign units – can subscribe shares at a preferential price as part of their short-term variable remuneration. The subscription date is always 1 March; on this day, ownership of the shares is transferred to the employee without further vesting conditions, however, they may not be sold dur- ing a blocking period of three years. The subscription date was 1 June up until 2011. By bringing it forward to 1 March, the subscription date is now in line with the pay out date for short-term variable remuneration pursuant to the new performance management system. The subscription price is specified by the Corporate Executive Committee each year and is published in advance on the intranet. It is based on the volume-weighted average price of a contemporary measuring period. An accordingly calculated discount of 10 % is granted on the stock average. The shares required for the Share Subscription Scheme are acquired on the market. sHare subsCrIPtIon sCHeme (sss) Number of subscribed shares Restricted until 1 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 SSS portion of variable remuneration 2010 37,914 2011 46,060 31.5.2013 31.5.2014 73.05 82.43 2.8 3.1 667 81 12 % 3.8 4.1 746 109 16 % 1 As of 2011, the blocking period for shares allocated to the Chairman of the Board of Directors is five instead of the customary three years. This means that these shares remain blocked until 31.5.2016. 176 Financial Report Notes to the Consolidated Annual Financial Statements 18.4.3 employee share ownership Plan Since May 2001, the majority of senior staff in Switzerland can draw a proportion freely selectable within certain ranges, of their short-term variable remuneration in shares instead of in cash. Upper limits exist for the most senior staff levels; members of the Corporate Executive Committee, who are obliged to draw at least half of their short-term variable remuneration as shares, may not draw more than 50 % of their entitlement in shares as part of the Share Subscription Scheme. As in the Share Subscription Scheme, the subscription date is always 1 March; on this day, ownership of the shares is transferred to the employee without further vesting conditions, however, they may not be sold during a blocking period of three years. The subscription date was 1 June up until 2011. By bringing it forward to 1 March, the subscription date is now in line with the pay out date for short-term variable remuneration pursuant to the new performance management system. The subscription price is determined by the Corporate Executive Committee each year and published in advance on the intranet. It is based on the volume-weighted average price of a contemporary measuring period. The discounted dividend right is deducted from this stock average over the period of three years. The shares required for the Share Subscription Scheme are acquired on the market. 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 Participating employees ESOP portion of variable remuneration 1 Including shares financed by loans. 2 Net of the discounted dividend right over three years. 2010 2011 266,117 186,499 31.5.2013 31.5.2014 70.88 79.88 18.9 21.9 667 176 14 % 14.9 16.7 746 150 10 % 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 variable remuneration granted at fair value less the discounted dividend right over a three-year period. The repayment of the loan after the three-year blocking period is hedged using a put option, which is financed by the sale of a complementary call option. After the three-year blocking 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. 18.4.4 Performance quota The performance quota was introduced in 2007 for employees at function levels 1 to 3 in Switzerland. In 2008, the group of participants was expanded to include members of the Corporate Executive Committee of foreign business units. As of 2011, the performance quota will be transferred to the performance pool of the new performance management system so that it was applied for the last time in the 2010 fiscal year. Once the fiscal year had ended, the Compensation Committee assessed the performance and the success of the management at its discretion. Based on this assessment, the Compensation Committee decided a total sum, which Financial Report Notes to the Consolidated Annual Financial Statements 177 was to be made available as a performance quota. The performance quota could also be zero if a corresponding assessment was made. The individual amounts – as part of the total sum provided by the Compensation Committee – were specified by each line manager or other senior staff member for each employee in April and paid together with the June salary. These sums depended on individual performance and the contribution to the company’s success made by the person and varied in their amount and as a proportion of total remuneration. Part of the amount awarded (for members of the Corporate Executive Board 50 %) had to be drawn in shares, for the remainder there was the choice of sub- scribing for further shares or having this amount paid out in cash. The regulations of the Employee Share Ownership Plan were valid for the part drawn in shares. PerformanCe quota Participating employees 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 2010 67 2.8 18,629 73.05 1.4 1.5 1.4 2011 70 3.0 17,856 82.43 1.5 1.6 1.5 18.4.5 Performance share units At the beginning of a performance period, participating employees are awarded rights in the form of Performance Share Units (PSU), which entitle them to subscribe for a certain number of shares free of charge after the per formance period has expired. The Compensation Committee specifies the day of allocation and defines those at senior function levels entitled to participate in the programme at its discretion. It defines the total number of PSU available specifies individual allocation to the members 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, depends on how Baloise shares have 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 most important European insurance companies in the STOXX Europe 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 whilst 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 decisive for determining the performance 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. 178 Financial Report Notes to the Consolidated Annual Financial Statements Companies in stoXX 600 europe Insurance Index (as of 31 december 2011) Admiral Group plc Aegon NV Ageas Allianz Amlin plc Bâloise Holding Catlin Group CNP Assurances Delta Lloyd Gjensidige Forsikring Assicurazioni Generali Hannover Rück Aviva plc Axa Helvetia ING Groep NV Jardine Lloyd Thompson Scor Legal & General Group plc Standard Life plc Mapfre SA Münchener Rück Old Mutual plc Prudential plc RSA Insurance Group Storebrand ASA Swiss Life Swiss Re Topdanmark A / S Vienna Insurance Sampo OYJ Zurich Financial Services Source: http://www.stoxx.com/download/indices/factsheets/stx_supersectors_fs.pdf In principle, a PSU grants the right to subscribe for a share. This is the case when the Baloise share performance corresponds to the mean of the peer group. The performance factor is 1.0 in this case. The programme participants receive more shares for their PSU if Baloise shares have performed better than the peer group. The factor reaches the maximum of 1.5, when Baloise shares have performed in the upper quartile of peer group company per formance. The factor is 0.5 if performance is in the lower quartile of peer group company performance. If Baloise share performance is in both middle quartiles, the performance factor is calculated using a linear scale. The performance factor is defined for the entire period ending, based on stock exchange closing prices on the last trading day of the respective performance period. The participant receives the corresponding number of shares at the end of the performance period (vesting), i.e. on 1 January 2014 for the PSU allocated in 2011. 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 performance period. As of 2012, the Compensation Committee has the additional possibility of retroactively reducing or completely withdrawing the number of PSU allocated to a participating individual or a group of people participating in the plan should special grounds exist (so-called clawback rule). To emphasise the long-term character of the programme, 50 % of the allocated shares are subject to an additional three-year blocking period after the performance period has expired. The PSUs allocated in 2009 were converted into shares on 1 January 2012. The performance of the Baloise share attained 24 th place out of 34 companies in the comparative group (STOXX Europe 600 Insurance Index) when the performance period ended on 31 December 2011 and was thus in the third quartile. The performance factor therefore amounted to 0.64 and 74,375 outstanding PSUs were converted into 47,599 shares (market price on 31 December 2011: CHF 64.40, fair value CHF 3.1 million). After the share performance achieved 13 th place out of 31 companies for the first PSU programme converted on 1 January 2010, it made 12 th place out of 31 companies for the conversion on 1 January 2011 (previous year’s values: performance factor 1.24, 51,880 outstanding PSUs, converted into 64,335 shares, market price on 31.12.2010 CHF 91.00, fair value CHF 5.9 million). For the plan participants the value of a PSU converted into shares was 63 % lower in the reporting period than in the previous year. The shares required to convert the PSUs were bought on the market. Financial Report Notes to the Consolidated Annual Financial Statements 179 The valuation of the PSU on the issue date is based on a Monte Carlo simulation that calculates a cash value for the expected payout at the end of the vesting period. The following parameters make up this valuation: → an interest rate of 3 %, → the volatilities of all shares in the peer group and their correlations to each other (measured against histo rical figures over three years), → expectations on the return on dividend, → and experience values as to the termination behaviour of the eligible group. PerformanCe sHare unIts (Psu) Entitled employees as of start of programme Number of allocated PSU Of which: expired without compensation (departures 2009) Number of active PSU as of 31 December 2009 Of which: expired without compensation (departures 2010) Number of active PSU as of 31 December 2010 Of which: expired without compensation (departures 2011) Number of active PSU as of 31 December 2011 Value of allocated PSU as of issue date in CHF million 2009 PSU expense for the Baloise Group in CHF million 2010 PSU expense for the Baloise Group in CHF million 2011 PSU expense for the Baloise Group in CHF million Plan 2009 Plan 2010 Plan 2011 66 71 73 81,127 83,441 81,739 – 81,127 – 2,603 78,524 – 6,752 71,772 6.3 1.8 2.0 2.0 – – – 1,226 82,215 – 7,962 74,253 7.4 – 2.1 2.4 – – – – – 6,937 74,802 6.9 – – 2.4 180 Financial Report Notes to the Consolidated Annual Financial Statements 19. DeferreD income taxes 19.1 Deferred income taxes in CHF million Deferred tax assets Deferred tax liabilities total (net) Of which: recognised as deferred tax assets Of which: recognised as deferred tax liabilities 19.2 Deferred tax assets and liabilities DeferreD tax assets 2010 in CHF million Technical reserves Financial assets Insurance liabilities Other investments Insurance receivables Unrealised losses charged to equity Unused tax losses Other 1 total 2011 in CHF million Technical reserves Financial assets Insurance liabilities Other investments Insurance receivables Unrealised losses charged to equity Unused tax losses Other 1 total 2010 2011 776.1 1,154.4 – 1,397.6 – 1,786.6 – 621.5 20.2 – 641.7 – 632.2 22.2 – 654.4 carrying value as of 1.1. change recognised in income statement change recognised in equity carrying value as of 31.12. 404.8 21.3 251.9 35.0 8.5 7.4 35.5 153.0 917.4 – 62.2 – 14.9 – 42.1 0.5 – 1.2 – – 8.1 – 17.4 – 145.4 – – – – – 4.1 – – 4.1 342.6 6.4 209.8 35.5 7.3 11.5 27.4 135.6 776.1 carrying value as of 1.1. change recognised in income statement change recognised in equity carrying value as of 31.12. 342.6 6.4 209.8 35.5 7.3 11.5 27.4 135.6 776.1 70.4 3.0 202.4 1.9 2.2 – 20.7 74.1 374.7 – – – – – 3.6 – – 3.6 413.0 9.4 412.2 37.4 9.5 15.1 48.1 209.7 1,154.4 1 The item “Other” includes mainly deferred taxes on liabilities from the banking business and financial contracts as well as liabilities from employee benefits. Financial Report Notes to the Consolidated Annual Financial Statements 181 DeferreD tax liabilities 2010 in CHF million Deferred acquisition costs Technical reserves Unrealised gains and losses charged to equity Investment properties Depreciable assets Other intangible assets Financial assets Other investments Insurance receivables Other 1 total 2011 in CHF million Deferred acquisition costs Technical reserves Unrealised gains and losses charged to equity Investment properties Depreciable assets Other intangible assets Financial assets Other investments Insurance receivables Other 1 total carrying value as of 1.1. change recognised in income statement change recognised in equity carrying value as of 31.12. 322.9 582.5 75.0 249.6 40.7 17.7 68.3 45.6 31.8 149.7 1,583.8 – 42.1 – 98.6 – – 0.9 – 7.2 – 2.9 1.3 – 15.1 – 8.1 13.8 – – – 26.4 – – – – – – – – 159.8 – 26.4 280.8 483.9 48.6 248.7 33.5 14.8 69.6 30.5 23.7 163.5 1,397.6 carrying value as of 1.1. change recognised in income statement change recognised in equity carrying value as of 31.12. 280.8 483.9 48.6 248.7 33.5 14.8 69.6 30.5 23.7 163.5 1,397.6 – 16.7 366.6 – – 1.7 – 1.0 6.9 – 11.4 31.0 – 16.7 16.2 373.2 – – 15.8 – – – – – – – 15.8 264.1 850.5 64.4 247.0 32.5 21.7 58.2 61.5 7.0 179.7 1,786.6 1 The item “Other” includes mainly deferred taxes on participations and financial provisions. The Baloise Group reports deferred tax assets and liabilities on a net basis. Deferred tax assets and liabilities are offset, if applicable prerequisites are fulfilled. As a rule, these are fulfilled when tax authority, tax entity and tax type are identical. As of 31 December 2011, the Baloise Group has capitalised tax-offsetable losses carried forward amounting to CHF 194.4 million (previous year: CHF 118.1 million). Of this total, CHF 0.9 million lapse after two to four years and CHF 193.5 million lapse after five or more years. As of 31 December 2011, tax assets were not capitalised on losses carried forward amounting to CHF 396.0 mil- lion (previous year: CHF 341.4 million). Of this total, CHF 45.8 million lapse after one year, a further CHF 40.3 mil- lion after two to four years, and CHF 309.9 million after five or more years. 182 Financial Report Notes to the Consolidated Annual Financial Statements 20. other assets Precious metals measured at fair value from the asset-backed life insurance business amounting to CHF 83.0 million (previous year: CHF 90.5 million) are contained in “Other assets.” The insurance policyholder bears the price risk of these holdings. 21. non-current assets helD for sale anD DiscontinueD business segments No non-current assets or discontinued business segments were carried in fiscal years 2010 and 2011. 22. share capital balance as of 1 January 2010 Purchase / sale of treasury shares Capital increases Share buy-back and share cancellation balance as of 31 December 2010 balance as of 1 January 2011 Purchase / sale of treasury shares Capital increases Share buy-back and share cancellation balance as of 31 December 2011 number of treasury shares number of shares in circulation number of shares issued share capital (in chf million) 2,282,790 47,717,210 50,000,000 517,449 – 517,449 – – – – – – – 2,800,239 47,199,761 50,000,000 5.0 – – – 5.0 number of treasury shares number of shares in circulation number of shares issued share capital (in chf million) 2,800,239 47,199,761 50,000,000 447,034 – 447,034 – – – – – – – 3,247,273 46,752,727 50,000,000 5.0 – – – 5.0 Bâloise Holding registered shares are fully paid-in, with a face value of CHF 0.10 (previous year CHF 0.10). Natural persons and legal entities may hold a maximum 2 % of voting rights per the shareholder register. The Baloise Group purchases and sells its treasury shares as part of normal investment activities and in connection with share-based compensation plans for employees. The share capital of Bâloise Holding amounts to CHF 5.0 million divided into 50,000,000 fully paid-in, registered shares with a face value of CHF 0.10. At the Annual General Meeting on 29 April 2011, the payment of a gross dividend of CHF 4.50 per share was decided for the fiscal year 2010. This equates to a total dividend of CHF 225.0 million. After considering Bâloise’s own holdings at the time of the distribution CHF 211.3 million were effectively paid out. Financial Report Notes to the Consolidated Annual Financial Statements 183 During the reporting period 178,474 shares of Bâloise Holding were bought back for CHF 17.1 million in the course of the share buy-back programme that started in September 2008 and ended on 28 April 2011. Thus a total of 1,776,435 shares amounting to a total value of CHF 141.0 million were repurchased during the course of this programme. 23. technical reserves (gross) in CHF million Unearned premium reserves (gross) Claims reserves (gross) Provisions for surplus and profit sharing (gross) technical reserves nonlife Actuarial reserves (gross) Policyholders’ dividends credited and provisions for future policyholders’ dividends (gross) technical reserves life technical reserves (gross) 23.1 technical reserves nonlife 2010 2011 485.3 4,853.5 55.6 605.0 5,475.2 55.0 5,394.4 6,135.2 34,937.3 36,304.8 3,114.0 3,121.9 38,051.3 39,426.7 43,445.7 45,561.9 gross reinsurance assets gross reinsurance assets net 2010 net 2011 in CHF million unearned premium reserves Claims reserve Reserve for claims handling expenses 485.3 4,398.3 455.2 – 0.8 484.5 – – – – 605.0 4,916.7 558.5 – 7.9 597.1 – – – – claims reserve 4,853.5 – 228.0 4,625.5 5,475.2 – 335.7 5,139.5 provisions for surplus and profit sharing 55.6 – 0.0 55.6 55.0 – 0.0 55.0 total technical reserves nonlife 5,394.4 – 228.8 5,165.6 6,135.2 – 343.6 5,791.6 184 Financial Report Notes to the Consolidated Annual Financial Statements 23.1.1 technical reserves by maturities in CHF million unearned premium reserves Up to 1 year More than 1 year No determinable residual term total unearned premium reserves claims reserves Up to 1 year More than 1 year No determinable residual term total claims reserves gross reinsurance assets 459.4 5.5 20.4 485.3 – 0.8 0.0 – – 0.8 net 2010 458.6 5.5 20.4 484.5 gross reinsurance assets 575.1 6.1 23.8 605.0 – 8.0 0.1 – – 7.9 net 2011 567.1 6.2 23.8 597.1 654.7 3,203.9 994.9 4,853.5 – 30.8 – 82.8 – 114.4 – 228.0 623.9 3,121.1 880.5 4,625.5 776.3 3,683.4 1,015.5 5,475.2 – 32.3 – 87.9 – 215.5 – 335.7 744.0 3,595.5 800.0 5,139.5 All maturity information represents best estimates. The item “No determinable residual term” includes in parti cular aging and pension provisions. 23.1.2 unearned premium reserves in CHF million balance as of 1 January Premiums offset Less: premiums earned during reporting period Additions from the acquisition of insurance portfolios or companies Disposals from the sale of insurance portfolios or companies Exchange differences balance as of 31 December gross reinsurance assets gross reinsurance assets net 2010 540.9 1.4 542.3 485.3 – 0.8 3,044.9 – 152.8 2,892.1 3,143.5 – 155.7 net 2011 484.5 2,987.8 – 3,039.4 151.3 – 2,888.1 – 3,147.1 158.8 – 2,988.3 7.4 – 1.0 6.4 137.9 – 10.4 127.5 – – – – – – – 68.5 485.3 0.3 – 0.8 – 68.2 484.5 – 14.6 605.0 0.2 – 7.9 – 14.4 597.1 In addition to unearned premium reserves, this item also includes aging provisions from the health insurance business and deferred unearned premiums, as well as reserves for impending losses potentially necessary in connection with LAT. Financial Report Notes to the Consolidated Annual Financial Statements 185 23.1.3 provisions for surplus and profit sharing in CHF million balance as of 1 January Less: expenditures in the reporting period Unused provisions increased or reversed through profit or loss Additions from the acquisition of insurance portfolios or companies Disposals from the sale of insurance portfolios or companies Exchange differences balance as of 31 December gross reinsurance assets 55.9 – 16.9 – 0.0 0.2 net 2010 55.9 – 16.7 gross reinsurance assets 55.6 – 17.9 – 0.0 0.4 net 2011 55.6 – 17.5 17.5 – 0.2 17.3 17.4 – 0.4 17.0 – – – 0.9 55.6 – – – – 0.0 – – – 0.9 55.6 – – – 0.1 55.0 – – – – 0.0 – – – 0.1 55.0 186 Financial Report Notes to the Consolidated Annual Financial Statements 23.1.4 claims reserve including claims handling expenses in CHF million balance as of 1 January (gross) Reinsurers’ share balance as of 1 January (net) claims incurred including claims handling expenses For the reporting period For previous years total payments for claims and claims handling expenses For the reporting period For previous years total other changes Additions / disposals from changes in the scope of consolidation Exchange differences total balance as of 31 December (net) Reinsurers’ share balance as of 31 December (gross) 2010 2011 5,198.6 – 284.8 4,913.8 4,853.5 – 228.0 4,625.5 1,948.5 – 115.2 1,833.3 2,038.6 – 119.9 1,918.7 – 894.1 – 859.9 – 936.6 – 860.7 – 1,754.0 – 1,797.3 9.9 – 377.5 – 367.6 459.2 – 66.6 392.6 4,625.5 5,139.5 228.0 335.7 4,853.5 5,475.2 Special attention is given to cases of environmental pollution involving depots, waste, asbestos or any other materials harmful to human beings and the environment. At the end of 2011, total reserves came to CHF 103.7 million (previous year: CHF 121.7 million). This decrease is due to new actuarial reviews, payment of claims, commutations and, since these reserves are, to a large extent, created for liabilities denominated in foreign currencies, currency effects. Financial Report Notes to the Consolidated Annual Financial Statements 187 23.2 technical reserves – life in CHF million Actuarial reserves from non-unit-linked life insurance contracts 1 Actuarial reserves from unit-linked life insurance contracts Reserves for final policyholders’ dividends Unearned revenue reserve structure of actuarial reserves – life Policyholders’ dividends credited and provisions for future policyholders’ dividends total technical reserves – life 1 The actuarial reserve also includes unearned premiums and claims reserves. 2010 2011 32,102.9 33,661.1 2,114.7 2,009.9 416.8 302.9 356.9 276.9 34,937.3 36,304.8 3,114.0 3,121.9 38,051.3 39,426.7 188 Financial Report Notes to the Consolidated Annual Financial Statements 23.2.1 maturity structure for technical reserves in CHF million actuarial reserves from non-unit-linked life insurance contracts Up to 1 year 1 to 5 years 5 to 10 years More than 10 years No determinable residual term Business from Swiss occupational pension plans 1 2010 2011 1,040.4 3,738.9 4,043.1 7,195.8 7,807.8 8,276.9 1,106.3 3,970.1 4,148.5 7,602.3 7,968.0 8,865.9 total actuarial reserve from non-unit-linked life insurance contracts 32,102.9 33,661.1 actuarial reserve from unit-linked life insurance contracts Up to 1 year 1 to 5 years 5 to 10 years More than 10 years No determinable residual term total actuarial reserves from unit-linked life insurance contracts policyholders’ dividends credited Up to 1 year 1 to 5 years 5 to 10 years More than 10 years No determinable residual term total policyholders’ dividends credited provisions for future policyholders’ dividends Up to 1 year No determinable residual term total provisions for future policyholders’ dividends 102.6 246.3 278.3 408.5 1,079.0 2,114.7 119.8 426.8 425.0 674.6 295.5 75.8 220.8 296.2 380.9 1,036.2 2,009.9 112.2 407.8 407.9 619.6 288.7 1,941.7 1,836.2 172.4 999.9 1,172.3 160.8 1,124.9 1,285.7 1 The Swiss pension business is disclosed separately due to its special features. It comprises group contracts which may be cancelled annually by both parties, while the coverage period of the individuals enrolled is significantly longer. All maturity data is based on residual term until contract expiry. The item “No determinable residual term” includes in particular deferred and current retirement pensions. Financial Report Notes to the Consolidated Annual Financial Statements 189 23.2.2 actuarial reserves for non-unit-linked life insurance contracts in CHF million balance as of 1 January Change in actuarial reserves Additions from the acquisition of insurance portfolios or companies Disposals from the sale of insurance portfolios or companies Exchange differences balance as of 31 December 2010 2011 33,251.0 32,102.9 785.3 – – 541.4 1,346.5 – – 1,933.4 – 329.7 32,102.9 33,661.1 The actuarial reserve also includes unearned premiums and claims reserves. The actuarial reserves as of 31 December 2011, for DPF business is CHF 33,440.9 million (previous year: CHF 32,025.5 million); for non-DPF business CHF 220.2 million (previous year: CHF 77.4 million). The actuarial reserve as of 31 December 2011, for indirect business (active reinsurance) totals CHF 4.0 million (previous year: CHF 3.4 million). 23.2.3 actuarial reserves for unit-linked life insurance contracts in CHF million balance as of 1 January Additions Disposals Fees Interest and change in liabilities Additions from the acquisition of insurance portfolios or companies Disposals from the sale of insurance portfolios or companies Exchange differences balance as of 31 December 2010 2011 2,054.5 325.8 – 180.7 – 17.6 221.4 – – – 288.7 2,114.7 2,114.7 318.4 – 203.4 – 15.0 – 157.9 1.8 – – 48.7 2,009.9 190 Financial Report Notes to the Consolidated Annual Financial Statements 23.2.4 reserves for final policyholders’ dividends in CHF million balance as of 1 January Adjustment from unrealised gains and losses as of 1 January (shadow accounting) Interest and change in liability Final policyholders’ dividends paid Additions from the acquisition of insurance portfolios or companies Disposals from the sale of insurance portfolios or companies Adjustment from unrealised gains and losses as of 31 December (shadow accounting) Exchange differences balance as of 31 December 2010 2011 484.3 2.0 19.2 – 29.6 – – 3.2 – 62.3 416.8 416.8 – 3.2 – 25.0 – 29.0 – – 6.4 – 9.1 356.9 Final policyholders’ dividends, which are only paid upon contract expiry, are financed and accrued over the term of the policy in proportion to the profits attributable to the contract. 23.2.5 unearned revenue reserve in CHF million balance as of 1 January Reserved during the reporting period Change in balance Change due to unrealised gains and losses on investments (shadow accounting) Additions from the acquisition of insurance portfolios or companies Disposals from the sale of insurance portfolios or companies Exchange differences balance as of 31 December 2010 2011 328.9 33.4 – 5.5 – 0.0 – – – 53.9 302.9 302.9 27.7 – 45.1 – 0.1 – – – 8.5 276.9 Financial Report Notes to the Consolidated Annual Financial Statements 191 23.2.6 policyholders’ dividends credited and provisions for future policyholders’ dividends in CHF million policyholders’ dividends credited as of 1 January Dividends credited to policyholders during the reporting period Policyholders’ dividends paid Additions from purchase of policy portfolios or insurance companies Disposals from sale of policy portfolios or insurance companies Exchange differences balance as of 31 December provisions for future policyholders’ dividends as of 1 January Adjustment from unrealised gains and losses as of 1 January Additions Withdrawals Change in valuation differences between IFRS and national accounting standards recognised in profit or loss 2010 2011 2,249.0 196.3 – 237.1 – – – 266.5 1,941.7 1,181.1 – 153.1 185.9 – 251.3 177.5 1,941.7 144.8 – 209.1 – – – 41.2 1,836.2 1,172.3 – 145.4 163.8 – 187.4 66.1 Adjustment from unrealised gains and losses as of 31 December (shadow accounting) 145.4 234.8 Additions from the acquisition of insurance portfolios or companies Disposals from the sale of insurance portfolios or companies Exchange differences balance as of 31 December policyholders’ dividends credited and provisions for future policyholders’ dividends as of 31 December – – – 113.2 1,172.3 0.0 – – 18.5 1,285.7 3,114.0 3,121.9 192 Financial Report Notes to the Consolidated Annual Financial Statements 24. liabilities from banking business anD financial contracts carrying value fair value 2010 2011 2010 2011 – – 164.7 200.0 5.6 79.8 – 4,758.9 436.1 1,058.7 111.0 103.9 74.3 in CHF million With discretionary participation features (Dpf) Financial contracts with discretionary participation features (DPF) 1 subtotal measured at amortised cost Liabilities to banks Repurchase agreements Liabilities from time deposits Loans Mortgages 505.8 505.8 1,147.5 1,147.5 175.4 – 7.6 47.5 – 163.8 200.0 5.6 89.8 – – – 176.7 – 7.7 47.5 – Savings and customer deposits 4,569.2 4,728.8 4,512.6 Medium-term bonds Mortgage-backed bonds Operating bonds Liability for future financial lease payments (present value) Other financial contracts subtotal recognised at fair value through profit or loss – designated Other financial contracts subtotal 433.6 935.2 99.1 112.8 32.1 418.4 997.3 99.3 103.9 74.3 476.0 983.0 109.2 112.8 32.1 6,412.5 6,881.2 6,457.6 6,993.0 5,945.0 5,945.0 5,969.4 5,969.4 5,945.0 5,945.0 5,969.4 5,969.4 total liabilities from the banking business and financial contracts 12,863.3 13,998.1 – – 1 There are currently no internationally accepted mathematical procedures for financial contracts with discretionary participation features (DPF) to determine fair value. Savings and customer deposits primarily concern savings, business and deposit accounts of Swiss banking customers. Mortgage-backed bonds shown here were all issued by the Mortgage Bond Bank of Swiss Mortgage Institutions without exception. Other financial contracts – classified as “Recognised at fair value through profit or loss” – primarily concern liabilities in connection with investment-type life insurance contracts with no or with only a low risk transfer, which are part of the life insurance business. The change in this liability compared to the previous year is attributable exclusively to asset inflows and outflows and their market-related currency exchange rate fluctuations. Financial Report Notes to the Consolidated Annual Financial Statements 193 terms of outstanDing operating bonD issuer Type of bond Face value in CHF million Interest rate Early repayment date Repayment Conversion right Issued Repayment ISIN 25. reconciliation betWeen the gross investment in financial leases anD the present value of minimum lease payments in CHF million Contractual period < 1 year Contractual period 1 to 5 years Contractual period > 5 years total minimum lease payments Future borrowing costs total liability for future lease payments (present value) Including: financial leasing of property for own use in accordance with section 8 of the Financial Report. baloise bank soba Senior bond 100 3.000 % – 100 % no 2007 12.6.2015 CH0030870445 2010 2011 0.1 30.3 96.3 126.7 – 13.9 112.8 0.0 29.9 83.9 113.8 – 9.9 103.9 194 Financial Report Notes to the Consolidated Annual Financial Statements 26. financial liabilities finance bonDs in CHF million balance as of 1 January Issue price of newly issued bonds Embedded derivative additions (subtotal) Disposals / repayments Interest expenses Nominal interest rate interest costs (subtotal) balance as of 31 December 2010 2011 1,408.6 295.1 – 295.1 – 350.0 52.8 – 47.1 5.7 1,359.4 247.5 – 247.5 – 55.0 – 49.3 5.7 1,359.4 1,612.6 As of the balance sheet date, the fair value of financial liabilities amounts to CHF 1,688.9 million (previous year: CHF 1,456.2 million). terms of outstanDing finance bonDs issuer bâloise holding bâloise holding bâloise holding bâloise holding bâloise holding bâloise holding Type of finance bond Senior bond Senior bond Senior bond Face value in CHF million Interest rate Early repayment date Repayment Issued Repayment ISIN 150 3.250 % – 100 % 2007 550 4.250 % – 100 % 2009 150 3.500 % – 100 % 2007 Convertible bond 242.5 1.500 % on or after 8.12.2014 100 % 2009 Senior bond Senior bond 300 2.875 % – 100 % 2010 250 3.000 % – 100 % 2011 19.06.2012 29.04.2013 19.12.2014 17.11.2016 14.10.2020 07.07.2021 CH0035539326 CH0039139271 CH0035539334 CH0107130822 CH0117683794 CH0131804616 On 1 March 2012, the Bâloise Holding Ltd issued a new bond over CHF 175 million (2.25 %, 2012 – 2019, ISIN CH0148295014) at an issue price of 100.713 %. Financial Report Notes to the Consolidated Annual Financial Statements 195 27. financial provisions in CHF million balance as of 1 January 2011 Addition from change in the scope of consolidation Disposal from change in the scope of consolidation Increases and additional provisions recognised in profit or loss Unused provisions reversed through profit or loss Usage not affecting profit or loss Unwinding of discount Exchange differences balance as of 31 December 2011 other total 0.0 – – 12.3 – – – – 0.2 12.1 79.9 0.7 – 19.6 – 12.5 – 15.7 – – 1.0 71.0 79.9 0.7 – 31.9 – 12.5 – 15.7 – – 1.2 83.1 Also included in the balance for other financial provisions are the usual amounts for legal counsel fees and process risks. The formation of reserves for restructuring recognised in the income statement pertains mainly to the merging of the Germany units. 28. insurance liabilities in CHF million Liabilities to policyholders Liabilities to brokers and agents Liabilities to insurance companies Other insurance liabilities total insurance liabilities 2010 2011 1,055.2 1,080.8 92.5 376.0 12.6 109.4 560.8 26.4 1,536.3 1,777.4 196 Financial Report Notes to the Consolidated Annual Financial Statements Notes to the consolidated income statement 29. Premiums earned and Policy fees in CHF million Gross premiums written and policy fees 3,044.9 3,814.9 6,859.8 3,143.5 3,659.8 nonlife life Total 2010 nonlife life Change in unearned premium reserves Premiums earned and policy fees (gross) Reinsurance premiums ceded Reinsurers’ share of change in unearned premium reserves Total premiums earned and policy fees (net) – 5.5 3,039.4 – 152.8 1.5 0.0 3,814.9 – 16.9 – – 5.5 6,854.3 – 169.7 1.5 3.6 3,147.1 – 155.7 – 3.1 0.0 3,659.8 – 17.5 – 2,888.1 3,798.0 6,686.1 2,988.3 3,642.3 6,630.6 Total 2011 6,803.3 3.6 6,806.9 – 173.2 – 3.1 30. invesTmenT income for own accounT and aT own risk in CHF million Investment properties Financial assets of an equity nature Available for sale Recognised at fair value through profit or loss Financial assets of a debt nature Held to maturity Available for sale Recognised at fair value through profit or loss Mortgages and loans Carried at cost Recognised at fair value through profit or loss Cash and cash equivalents 2010 2011 242.5 244.8 72.3 0.0 220.1 657.3 5.9 591.9 16.2 5.0 81.7 0.0 235.2 627.9 5.0 552.3 13.9 5.7 Total investment income for own account and at own risk 1,811.2 1,766.5 Revenue from investment properties primarily represents lease income. Income from financial assets of an equity nature is primarily dividend income; financial assets of a debt nature are mainly interest income and net income from write-ups and depreciation as a result of applying the Effective Interest Method. Revenue from “Mortgages and loans” and “Cash and cash equivalents” stems primarily from the interest return. As of the balance sheet date, interest revenue of CHF 8.1 million was recognised on impaired investments (previous year: CHF 6.3 million). Financial Report Notes to the Consolidated Annual Financial Statements 197 31. realiseD gains anD losses on investments realiseD gains anD losses on investments as recogniseD in the income statement in CHF million Realised gains and losses on investments for own account and at own risk Realised gains and losses on investments for the account and at the risk of life insurance policyholders realised gains and losses on investments as recognised in the income statement 2010 2011 187.4 314.2 501.6 – 346.3 – 597.1 – 943.4 198 Financial Report Notes to the Consolidated Annual Financial Statements 31.1 realised gains and losses on investments 2010 for own account and at own risk investment properties financial assets of an equity nature financial assets of a debt nature mortgages and loans 1 Derivative financial instruments in CHF million realised gains on sales and book profits Investment properties Held to maturity 2 Available for sale Recognised at fair value through profit or loss Carried at cost subtotal 96.6 – – – – 96.6 realised losses on sales and book losses Investment properties – 97.9 Held to maturity 2 Available for sale Recognised at fair value through profit or loss Carried at cost subtotal impairment loss recognised in profit or loss Held to maturity Available for sale Carried at cost reversals of an impairment loss recognised in profit or loss Held to maturity Available for sale Carried at cost subtotal total realised gains and losses on investments – – 252.8 6.9 – 259.7 – – – 69.0 – 2.0 – 3.5 220.4 6.3 – 230.2 – – 294.2 – 311.3 – 4.8 – – – – – – – 97.9 – 71.0 – 610.3 – – – – – – 0.3 601.6 14.9 15.2 – 14.9 601.6 1,203.3 – – – – – – – 0.2 – 134.3 – 7.5 – 7.7 – – 134.3 – – – – – – – – – 98.2 – – – – – – 2.6 – – 2.5 – – 98.2 – 0.1 – – – 24.6 – – 28.2 3.6 – – – – – – – – 1.3 90.5 – 380.2 11.1 467.3 187.4 total 96.6 3.5 473.2 615.1 – 97.9 – 294.2 – 380.3 – 141.3 – 7.5 – 921.2 – – 100.8 – 24.6 – 2.5 28.2 – 94.7 1 In respect of disposal and book losses / profits realised on mortgages and loans recognised at fair value, a fair value hedging gain of CHF 0.3 million was applied. 2 In case of financial assets of a debt nature held to maturity, currency effects are stated under realised book profits and / or realised book losses. Financial Report Notes to the Consolidated Annual Financial Statements 199 31.2 realised gains and losses on investments 2011 for own account and at own risk investment properties financial assets of an equity nature financial assets of a debt nature mortgages and loans Derivative financial instruments in CHF million realised gains on sales and book profits Investment properties 104.2 Held to maturity 1 Available for sale Recognised at fair value through profit or loss Carried at cost subtotal – – – – 104.2 realised losses on sales and book losses Investment properties – 100.8 Held to maturity 1 Available for sale Recognised at fair value through profit or loss Carried at cost subtotal impairment loss recognised in profit or loss Held to maturity Available for sale Carried at cost reversals of an impairment loss recognised in profit or loss Held to maturity Available for sale Carried at cost subtotal total realised gains and losses on investments – – 163.2 2.1 – 165.3 – – – 76.6 – 4.9 – 5.3 101.7 6.3 – 113.3 – – 55.4 – 97.2 – 5.8 – – – – – 10.9 1.8 12.7 – – – – – – 489.8 – 489.8 – – – – 1.9 – 528.6 – 13.9 – 15.8 – – 528.6 – – 7.6 – 207.7 – 132.6 – – – – 12.0 – 2.0 – – – 11.4 – 0.6 – 207.7 – 138.2 – – – – – – – – – – – – – – – – – – – – – – – 100.8 – 81.5 – 158.4 total 104.2 5.3 264.9 509.1 1.8 885.3 – 100.8 – 55.4 – 173.8 – 541.2 – 13.9 – 885.1 – 7.6 – 340.3 – 12.0 – 2.0 11.4 – 346.5 3.4 – 123.9 – 183.3 – 3.7 – 38.8 – 346.3 1 In case of financial assets of a debt nature held to maturity, currency effects are stated under realised book profits and / or realised book losses. 200 Financial Report Notes to the Consolidated Annual Financial Statements 31.3 impairment loss on financial assets recognised in profit or loss in CHF million impairment loss on financial assets of an equity nature recognised in profit or loss Shares Share-based funds Mixed funds Bond funds Property funds Private equity Hedge funds subtotal impairment loss on financial assets of a debt nature recognised in profit or loss Public corporations Industrial enterprises Financial institutions Other subtotal impairment loss on mortgages and loans recognised in profit or loss Mortgages Policy loans Promissory notes and registered bonds Time deposits Reverse repurchase agreements Other loans subtotal 2010 2011 – 67.0 – 172.8 – 1.4 – 4.9 – 1.9 – 8.3 – 5.5 – 9.2 – 6.7 – 5.1 – 0.2 – 11.1 – 5.1 – 6.7 – 98.2 – 207.7 – – – 2.6 – – 2.6 – 129.7 – – 10.5 – – 140.2 – 23.4 – 11.6 – – – – – – – – – 1.2 – 24.6 – 0.4 – 12.0 total impairment loss on financial assets recognised in profit or loss – 125.4 – 359.9 Financial Report Notes to the Consolidated Annual Financial Statements 201 In the 2011 reporting period a gross impairment loss of CHF 129.7 million was performed on the portfolio of Greek government bonds. The impairment loss amounts to CHF 78.3 million after deducting the legal quota, policy- holders’ dividends and taxes. This affects mainly the business units in Switzerland and Belgium. In the case of the Greek government bonds, the Baloise Group assessed the market situation to be such that no reliable quoted market prices existed and therefore the fair value of Greek government bonds would have to be determined using an evaluation model (so-called mark-to-model-approach). One of the reasons the Baloise Group sees for the inactivity of the market for Greek government bonds is the significant decline in trade volume as well as the exceptionally broad bid-ask spread of these securities. The Baloise Group’s model approach is underpinned by the second proposal by the International Institute of Finance (IIF) to restructure the Greek government bonds held by private investors. This proposal was supported by the majority of financial institutions. According to the accounting standard applied and using the observable data contained in the annual statements of the Baloise Group, the balanced fair values thus determined lead to a reclassification of Greek government bonds from the hierarchy level 1 to hierarchy level 2 (See section 5.7 for more details on the assessment of the fair value). Besides the situation in Greece, the Baloise Group continues to observe the development in Europe carefully, since it cannot be ruled out that further countries may become dependent on an EU finance stability package. 202 Financial Report Notes to the Consolidated Annual Financial Statements The following table shows the Baloise Group’s exposure to bonds of selected European countries: greece 1 Of which available for sale Of which held to maturity ireland Of which available for sale Of which held to maturity italy Of which available for sale Of which held to maturity portugal Of which available for sale Of which held to maturity spain Of which available for sale Of which held to maturity total exposure Of which available for sale Of which held to maturity carrying value 31.12.2010 fair value 31.12.2010 carrying value 31.12.2011 fair value 31.12.2011 134.6 124.4 10.2 154.9 115.2 39.7 336.1 281.3 54.8 161.3 81.9 79.4 276.4 148.5 127.9 132.0 124.4 7.6 152.4 115.2 37.2 335.2 281.3 53.9 151.7 81.9 69.8 263.4 148.5 114.9 1,063.3 1,034.7 751.3 312.0 751.3 283.4 38.5 36.3 2.2 165.1 127.0 38.1 335.1 282.3 52.8 123.1 52.1 71.0 207.1 83.1 124.0 868.9 580.8 288.1 38.5 36.3 2.2 163.1 127.0 36.1 329.8 282.3 47.5 93.6 52.1 41.5 196.5 83.1 113.4 821.5 580.8 240.7 1 The value of Greek government bonds as of 31.12.2011 was determined using an evaluation model. By the time these Consolidated Annual Financial Statements were approved, the Baloise Group had sold its complete Greek government bond exposure. There was again sufficient liquidity on the market to dissolve this exposure after the swap offer was published on 24 February. The Baloise Group will desist from participating in the debt re-scheduling plan because the offer was – in our own estimation – too unattractive measured against the economic risks involved to be committed here for the next 30 years. A one-off effect on earnings of CHF 2.4 million for the 2012 fiscal year resulted from the sale. After deducting the legal quota, the policyholders’ dividends and taxes the burden is still CHF 1.4 million. Furthermore, the Baloise Group has reduced its Portuguese government bond exposure completely in view of the considerable deterioration of Portugal’s obligor creditworthiness. This also includes the early sale of financial assets classified as “held to maturity”. Financial Report Notes to the Consolidated Annual Financial Statements 203 31.4 currency income A foreign currency loss of CHF 98.2 million exists (previous year: loss of CHF 620.7 million) excluding foreign currency losses from transactions with financial interments recognised at fair value through profit or loss. Equity for the fiscal year contains a currency loss (gross) not recognised in profit or loss amounting to CHF 43.4 mil- lion (previous year: loss of CHF 360.5 million). A net loss of CHF 59.5 million (previous year: net loss of CHF 280.7 mil- lion) results from hedging a net investment in a foreign entity regarding cash flow hedge. 32. income from services renDereD in CHF million Asset management Services Banking services Investment management income from services rendered 33. other operating income in CHF million Interest income on insurance and reinsurance receivables Other interest income Gains from the sale of Property, plant and equipment Intangible assets Currency gains Other income other operating income 2010 2011 28.7 196.7 47.4 10.6 283.4 29.6 73.0 45.9 10.1 158.6 2010 2011 16.9 3.6 0.3 0.4 34.7 146.8 202.7 14.2 3.2 0.8 8.1 26.8 87.0 140.1 204 Financial Report Notes to the Consolidated Annual Financial Statements 34. classification of expenses in CHF million Personnel expenses (excluding claims handling expenses) Marketing and advertising Impairments and depreciation On property, plant and equipment On intangible assets IT and other technical equipment Expenses for software development Expenses for rent, upkeep and repairs Currency losses Expenses for operating leases Commission and distribution expenses Fees and commission for financial assets and liabilities not recognised at fair value Fees and commission expenses for assets managed for third parties Other total 2010 2011 – 783.1 – 62.7 – 48.8 – 41.9 – 104.2 – 0.4 – 57.9 – 33.1 – 3.3 – 755.4 – 61.9 – 46.2 – 101.8 – 97.1 – 1.1 – 55.0 – 13.6 – 3.4 – 339.0 – 273.5 – 23.6 – 4.1 – 25.5 – 3.3 – 535.6 – 555.2 – 2,037.7 – 1,993.0 35. personnel expenses Personnel expenses totalled CHF 907.3 million for the reporting period (previous year: CHF 949.0 million). Financial Report Notes to the Consolidated Annual Financial Statements 205 36. result from financial contracts in CHF million With discretionary participation features (Dpf) Financial contracts with discretionary participation features (DPF) subtotal measured at amortised cost Interest on loans Interest due Interest from banking business Interest expenses on repurchase agreements Acquisition costs – banking business Interest expenses on operating bonds Expenses from financial contracts subtotal recognised at fair value through profit or loss – designated Change in fair value of operating bonds Change in fair value of other financial contracts subtotal 2010 2011 – 19.2 – 19.2 – 27.2 – 27.2 – 0.8 – 25.1 – 54.4 – – 7.1 – 3.2 – 18.8 – 109.4 – – 91.2 – 91.2 – 0.6 – 19.6 – 48.7 – 0.0 – 6.8 – 3.2 – 16.1 – 95.0 – 446.2 446.2 total result from financial contracts – 219.8 324.0 Of which: net income from interest rate hedging instruments Interest rate swaps: cash flow hedges, balance carried forward from cash flow hedge reserve Interest rate swaps: fair value hedges total income from interest rate hedging instruments – – 0.6 – 0.6 – – – 206 Financial Report Notes to the Consolidated Annual Financial Statements 37. income taxes 37.1 current and deferred income taxes in CHF million Current income taxes Deferred income taxes total current and deferred income taxes 2010 2011 – 117.6 – 0.1 – 117.7 – 40.2 12.6 – 27.6 37.2 expected and actual income taxes The projected average tax rate for the Baloise Group was 28.2 % for 2010 and 38.9 % for 2011. These rates represent the weighted average of tax rates in the countries where the Baloise Group operates. in CHF million Profit before tax Expected average tax rate in percent expected income taxes increase / reduction due to: Tax-exempt profits and losses Non-deductible expenses Withholding taxes on dividends Change in the tax rates Tax items related to other reporting periods Non-taxable permanent valuation differences Other impacts 1 actual income taxes 2010 2011 554.4 28.2 % – 156.3 47.1 – 8.0 – 2.1 – 0.5 2.7 30.8 – 31.4 – 117.7 88.9 38.9 % – 34.6 – 9.5 – 21.5 – 1.7 0.1 10.1 18.3 11.2 – 27.6 1 The item “Other impacts” includes mainly the offsetting of profits with losses carried forward for which no deferred tax assets were created, a waiver of capitalising losses from the fiscal year and the capitalisation of losses carried forward from previous years. Furthermore, the variances between the Baloise Group’s tax rate and the tax rates applied per company are included. These increased further in 2010 due to the unbundling process in Germany. Financial Report Notes to the Consolidated Annual Financial Statements 207 38. earnings per share Profit for the period (attributable to shareholders) in CHF million Average number of outstanding shares basic earnings per share in CHF profit for the period (attributable to shareholders) in CHF million Adjustment of interest expenses on convertible bonds (including tax effects) in CHF million adjusted profit for the period (attributable to shareholders) in CHF million Average number of outstanding shares Adjustment due to theoretic conversion of convertible bonds Adjustment due to theoretic exercising of share-based payment programmes Adjustment due to theoretic exercising of put options average number of outstanding shares Diluted earnings per share in CHF 2010 433.4 2011 60.8 47,394,282 46,900,473 9.14 1.30 2010 433.4 7.3 440.7 2011 60.8 – 60.8 47,394,282 46,900,473 2,000,000 159,294 12,362 – 84,964 – 49,565,938 46,985,437 8.89 1.29 The diluted result in 2010 is due to the share-based compensation programme “Performance Share Units” (PSU) and the “short put” options issued as part of the Employee Share Ownership Plan (both described in section 18.4) as well as the Bâloise Holding convertible bond. The diluted result in 2011 is merely due to the share-based compensation programme “Performance Share Units” (PSUs). The conditions resulting in a dilution do not exist in 2011 neither for the “short-put” options issued as part of the Employee Share Ownership Plan nor for the conversion bond. 208 Financial Report Notes to the Consolidated Annual Financial Statements 39. other comprehensive income 39.1 other comprehensive income in CHF million available for sale financial assets: Gains and losses arising during the fiscal year Reclassification adjustments for gains (losses) included in profit or loss total available for sale financial assets unrealised gains and losses from associates: Gains and losses arising during the fiscal year total unrealised gains and losses from associates reserve on derivative financial instruments held for cash flow hedging: Gains and losses arising during the fiscal year Reclassification adjustments for gains (losses) included in retained earnings total reserve on derivative financial instruments held for cash flow hedging reserve on derivative financial instruments held for hedging a net investment in a foreign entity: Gains and losses arising during the fiscal year Reclassification adjustments for gains (losses) included in retained earnings total reserve on derivative financial instruments held for hedging a net investment in a foreign entity reserves from reclassification of held to maturity financial instruments: Gains and losses arising during the fiscal year Reclassification adjustments for gains (losses) included in retained earnings total reserves from reclassification of held to maturity financial assets reserves from reclassification of investment properties: Gains and losses arising during the fiscal year Reclassification adjustments for gains (losses) included in retained earnings total reserves from reclassification of investment properties exchange differences: Gains and losses arising during the fiscal year total exchange differences shadow accounting: Gains and losses arising during the fiscal year total shadow accounting Income tax on other comprehensive income total other comprehensive income 2010 2011 157.3 – 299.7 – 142.4 11.0 11.0 – – – 78.9 – 10.5 68.4 – 2.4 – 6.8 – 9.2 0.6 – 0.6 – 68.5 199.9 131.4 – 17.4 – 17.4 – – – – 16.1 – – 16.1 0.4 – 5.9 – 5.5 – – – – 373.0 – 373.0 – 43.4 – 43.4 – 5.9 – 5.9 – 100.8 – 100.8 30.7 – 11.9 – 419.8 – 63.7 Financial Report Notes to the Consolidated Annual Financial Statements 209 39.2 income tax on other comprehensive income amount before taxes tax expenses / tax income amount net of taxes amount before taxes tax expenses / tax income amount net of taxes in CHF million Available for sale financial assets Unrealised gains and losses from associates Reserve on derivative financial instruments held for cash flow hedging Reserve on derivative financial instruments held for hedging a net investment in a foreign entity Reserves from reclassification of held to maturity financial assets Reserves from reclassification of investment properties Exchange differences Shadow accounting total – 142.4 11.0 – 43.1 – 2.5 – 2010 – 99.3 8.5 131.4 – 17.4 – 38.9 4.6 – – 68.4 – 13.8 54.6 – 16.1 – 9.2 1.3 – 7.9 – 5.5 0.6 – 0.1 0.5 0.0 – 373.0 – 5.9 – 450.5 – 2.7 30.7 – 373.0 – 3.2 – 419.8 – 43.4 – 100.8 – 51.8 2011 92.5 – 12.8 – – 12.8 – 3.9 0.0 – 43.4 – 83.3 – 63.7 – 3.3 1.6 0.0 – 17.5 – 11.9 210 Financial Report Notes to the Consolidated Annual Financial Statements Other disclosures 40. acquisition anD Disposal of companies in CHF million Investments Other assets Receivables and assets Cash and cash equivalents Technical liabilities Other liabilities Minority interests net assets acquired / disposed of funds used / received for acquisitions and disposals Cash and cash equivalents Offsetting Transfer of assets Directly attributable costs Equity instruments issued Reclassification of investments in associates acqusition / disposal price Net assets acquired / disposed of goodwill / badwill or income from disposals Cash and cash equivalents used and received for acquisition or disposal Cash and cash equivalents acquired or disposed of outflow / inflow of cash and cash equivalents cumulative acquisitions cumulative disposals 2010 2011 2010 2011 31.5 2,573.2 3.5 5.7 3.1 – 18.6 – 8.1 – 17.1 134.9 375.6 265.6 – 2,177.2 – 792.4 – 379.7 47.0 26.6 80.1 42.0 – 57.4 – 35.9 – 54.4 48.0 3.2 0.0 0.1 3.0 – 2.7 – 1.1 – 2.5 30.4 383.0 1.3 1.2 – – – – – 30.4 – 17.1 13.3 – 30.4 3.1 – 27.3 – – – – 6.2 389.2 – 379.7 9.5 – 383.0 265.6 – 117.4 – – – – 79.7 81.0 – 48.0 33.0 1.3 – 42.0 – 40.7 – – – – – 1.2 – 2.5 – 1.3 1.2 – 3.0 – 1.8 Cumulative disposals for the 2010 fiscal year contain mainly the deconsolidation effects from the OVB group, which are described in section 6.1.3. The cumulative acquisitions effected during the 2011 fiscal year described in section 6.2.1. include the Belgian Nateus SA / NV and Nateus Life SA / NV, the Belgian Pacific Real Estate NV and Van Vaeck Zenith NV, as well as the German real estate agents and brokers Wilhelm Herrmann Assekuranz and Wilhelm Herrmann Assekuranz Makler GmbH. The sales of the Belgian An Re NV, Antwerp, and the Croatian Treci element d.o.o. are contained in the cumulative disposals for the 2011 fiscal year. Financial Report Notes to the Consolidated Annual Financial Statements 211 41. relateD part y transactions As part of its ordinary operating activities, the Baloise Group conducts transactions with associates, members of the Bâloise Holding Board of Directors and Corporate Executive Committee. Due to the impact of the demerging contract dated 8 June 2010 (for details see section 6.1.3), the Deutscher Ring Krankenversicherungsverein a.G., Hamburg, has no longer been regarded as a related company in the sense of IAS 24 since 30 June 2010. However, the OVB group has been regarded as a related company since 1 July 2010. associates executive management other related parties 2010 2011 2010 2011 2010 2011 2010 relateD part y transactions in CHF million included in the income statement Premiums earned and policy fees Investment income / expenses Other income Expenses Impairment losses on bad debts total income statement included in the balance sheet Mortgages and loans Insurance receivables Other receivables Impairments for bad debts Other liabilities total balance sheet off-balance-sheet transactions Guarantees granted – 0.0 0.5 0.0 – 0.8 – 0.3 – – 0.1 – 0.8 – 1.4 – 2.1 – 0.1 0.5 0.0 – 0.6 – – 0.1 – 0.7 – 1.4 – 2.0 0.1 0.0 0.3 – 15.8 – 0.5 0.1 0.2 – 13.2 – – 15.4 – 12.4 12.9 10.0 – – – – – – – – 12.9 10.0 – – – – – – 0.0 – – 0.0 – – – – – – – – – – – – – – – – – – – – total 2011 0.5 0.2 0.7 – 13.2 – 0.1 0.0 0.8 – 15.8 – 0.8 – 15.7 – 11.8 12.9 – 0.1 – 0.8 – 1.4 10.8 10.0 – 0.1 – 0.7 – 1.4 8.0 – – Compensation paid to Board of Directors and Corporate Executive Committee members (executive management) totalled CHF 13.2 million in the reporting period (previous year: CHF 15.8 million). Of this amount, share-based compensation plans account for CHF 3.3 million (previous year: CHF 5.4 million). During the reporting period, no Bâloise Holding shares (previous year: no shares) were repurchased from Corporate Executive Committee members for the Employee Share Ownership Plan (section 18.4.3). 212 Financial Report Notes to the Consolidated Annual Financial Statements As a retired member of the Corporate Executive Committee, a former member of the Board of Directors received periodic benefits until his departure (pension payments pursuant to the regulations) from the pension fund of Baloise Insurance Ltd. In the 2010 fiscal year, the Baloise Group sold an investment property to a member of the Corporate Executive Committee for the fair value of CHF 3.2 million. 42. remuneration to the boarD of Directors anD corporate executive committee Disclosures of facts in accordance with 663b bis and 663c of the Swiss Code of Obligations (OR) are contained in the Compensation Report. Pages 68 to 76 in the chapter on Corporate Governance are an integral component of the Financial Report. The facts are mainly as follows: → remuneration to members of the Board of Directors → remuneration to members of the Corporate Executive Committee → loans and advances granted to members of the Board of Directors and the Corporate Executive Committee → shares and options held by members of the Board of Directors and the Corporate Executive Committee Financial Report Notes to the Consolidated Annual Financial Statements 213 43. contingent anD future liabilities 43.1 contingent liabilities 43.1.1 legal disputes The companies of the Baloise Group and its subsidiaries are regularly involved in legal disputes, claims and lawsuits, which in most cases constitute a normal part of operating activities as an insurance company. The Corporate Executive Committee is not aware of any new circumstances having arisen since the last balance sheet date that could have a material impact on the consolidated Annual Financial Statement 2011. 43.1.2 guarantees and payment guarantees for the benefit of third parties The Baloise Group has provided guarantees and incurred obligations with third parties. These include contractual obligations to contribute, pay in capital or equity or provide funds to cover principal and interest payments or guarantees during operations. The Baloise Group is unaware of any default circumstances effecting such guarantees. in CHF million Guarantees Payment guarantees total guarantees and payment guarantees for the benefit of third parties Of which: for the benefit of partners in joint ventures Of which: from joint ventures Of which: for the benefit of joint ventures rating of payment guarantees anD guarantees 2010 in CHF million Guarantees Payment guarantees rating of payment guarantees anD guarantees 2011 in CHF million Guarantees Payment guarantees aaa – – aaa – – aa – – aa 2.0 – a 46.7 7.4 a 36.8 – 2010 2011 66.0 411.5 477.5 – – – lower than bbb or no rating bbb – – 19.3 404.1 lower than bbb or no rating bbb 0.6 – 34.0 413.1 73.4 413.1 486.5 – – – total 66.0 411.5 total 73.4 413.1 214 Financial Report Notes to the Consolidated Annual Financial Statements 43.1.3 pledged or ceded assets, securities lending assets and collateral held carrying values of assets pleDgeD or ceDeD as collateral in CHF million Financial assets as part of repurchase agreements Financial assets as part of securities lending Investments Pledged intangible assets Pledged property, plant and equipment Other total fair value of the collateral helD in CHF million Financial assets as part of reverse repurchase agreements Financial assets as part of securities lending Other total Of which: sold or repledged – with obligation to return – without obligation to return 2010 2011 – – 198.1 – 1,564.3 1,616.3 – – – – – 48.5 1,564.3 1,862.9 2010 2011 54.7 60.4 – – – – 54.7 60.4 – – – – The Baloise Group engages in securities lending transactions that can be subject to credit risk. To hedge these credit risks, securities that cover the base value of the securities borrowed – so called collateral – are claimed. In order to minimise credit risks, an evaluation of the borrowing party’s pledge value is performed regularly. Additional collateral is immediately demanded in the event of a shortfall in the reserve value. The Baloise Group retains control of loaned securities for the duration of the transaction. Income from securities lending is recognised in profit or loss. Financial Report Notes to the Consolidated Annual Financial Statements 215 43.2 future liabilities 43.2.1 capital commitments in CHF million commitments for future acquisition of: Investment properties Financial assets Property, plant and equipment Intangible assets total commitments Of which: in connection with joint ventures Of which: own share of the capital commitments of the joint ventures rating of capital commitments 2010 in CHF million Capital commitments rating of capital commitments 2011 in CHF million Capital commitments aaa 123.3 aaa 312.9 aa – aa 0.6 2010 2011 30.9 591.7 – 3.0 625.6 – – 12.0 614.3 – 18.6 644.9 – – a lower than bbb or no rating bbb total 244.0 18.5 239.8 625.6 a lower than bbb or no rating bbb total 75.8 21.4 234.2 644.9 Commitments made for future acquisition of investments also include private equity commitments that are non-financed commitments for direct investment in private equity or investment in private equity funds. 216 Financial Report Notes to the Consolidated Annual Financial Statements 44. operating leases 44.1 baloise group as lessee The Baloise Group has entered into non-cancellable lease agreements as lessee for the use of buildings, vehicles and operational facilities. The average outstanding lease term is three to five years. Due Date of leasing payments in CHF million Due within one year Due from one to five years Due after five years total Minimum lease payments Contingent lease payments leasing expenses Income from subleasing in the past fiscal year Future income from subleasing Contingent lease payments result from lease agreements tied to an index. 2010 2011 – 2.7 – 3.1 0.0 – 5.8 – 3.3 – – 3.3 – – – 3.2 – 5.4 – 0.8 – 9.4 – 3.4 – – 3.4 – – 44.2 baloise group as lessor The Baloise Group has entered into operating lease agreements as lessor of investment properties to third parties. The average outstanding non-cancellable residual lease term is four to six years. No other such lease agreements were in place on the balance sheet date. Due Date of contractually agreeD leasing income in CHF million Due within one year Due from one to five years Due after five years total Minimum lease payments Contingent lease payments leasing income 2010 2011 44.8 90.4 24.5 159.7 48.1 – 48.1 40.2 88.8 21.1 150.1 40.2 0.1 40.3 Financial Report Notes to the Consolidated Annual Financial Statements 217 45. claim payments receiveD from non-group insurers Baloise Group companies received claim payments totalling CHF 0.1 million in the 2011 fiscal year (previous year: CHF 0.2 million) from non-Group insurers in connection with insurance contracts held by Baloise Group com panies as policyholders. Most of these claims payments were for building damage in Switzerland, where buildings are under mandatory coverage by state insurers depending on their location. 46. events after the balance sheet Date Information on the bond issued on 1 March 2012 is contained in the section “Financial liabilities.” Information on reducing European government bonds where the creditworthiness of the economy is under threat can be found in chapter 31.3. Baloise Insurance Ltd, Basel, signed a default guarantee dated 24 January 2012 that is unlimited regarding the amount. It pertains to business concluded by Mercator Verzekeringen NV, Antwerp, and brokered through the “International Network of Insurance” (INI). To our knowledge, no events have occurred up to the completion of the consolidated Annual Financial Statement dated 14 March 2012, which would have a material impact on the Annual Financial Statement overall. 218 Financial Report Notes to the Consolidated Annual Financial Statements 47. significant subsiDiaries, Joint ventures anD associates as of 31 December 2011 primary activity business segment 1 group share in percent 2 Direct share in percent 2 method of consoli- dation 3 currency share capital in million total assets in million gross premiums / policy fees in million switzerland Bâloise Holding Ltd, Basel Baloise Insurance Ltd, Basel Baloise Life Ltd, Basel Baloise Bank SoBa AG, Solothurn Haakon AG, Basel Baloise Asset Management Schweiz AG, Basel Baloise Asset Management International AG, Basel germany Basler Versicherung Beteiligungen B.V. & Co KG, Hamburg Deutscher Ring Lebensversicherungs-Aktiengesellschaft, Hamburg Deutscher Ring Sachversicherungs-Aktiengesellschaft, Hamburg Basler Securitas Versicherungs-Aktiengesellschaft, Bad Homburg Avetas Versicherungs-Aktiengesellschaft, Bad Homburg Deutscher Ring Bausparkasse Aktiengesellschaft, Hamburg Deutscher Ring Beteiligungsholding GmbH, Hamburg DePfa Beteiligungs-Holding II GmbH, Düsseldorf Deutscher Ring Financial Services GmbH, Hamburg GROCON Erste Grundstücksgesellschaft mbH, Hamburg GROCON Grundstücks- und Beteiligungsgesellschaft mbH, Hamburg OVB Holding AG, Cologne Roland Rechtsschutz Beteiligungs GmbH, Cologne Roland Rechtsschutz Versicherungs AG, Cologne ZEUS Vermittlungsgesellschaft mbH, Hamburg Holding Nonlife Life Banking Other Investment manage- ment Investment consulting O NL L B O B Holding Holding 100.00 100.00 100.00 100.00 100.00 100.00 74.75 74.75 100.00 100.00 B 100.00 100.00 Holding Life O L 100.00 100.00 100.00 100.00 Nonlife NL 100.00 100.00 Nonlife NL 100.00 100.00 Nonlife NL 100.00 100.00 Banking Holding Other Other Other Other Other Other Other Other B O – O O O – O – O 65.00 65.00 100.00 100.00 26.00 26.00 100.00 100.00 100.00 100.00 100.00 100.00 32.57 60.00 32.57 60.00 15.01 25.02 100.00 100.00 1 L: Life, NL: Nonlife, B: Banking, O: Other activities / corporate business. 2 Shares in percent are rounded down. 3 F: Full consolidation, E: Equity measurement. F F F F F F F F F F F F F F E F F F F F E F – – – – – CHF CHF CHF CHF CHF CHF 5.0 2,395.5 – 75.0 4,972.5 1,307.7 50.0 26,911.1 2,724.1 50.0 6,699.1 0.2 1.5 22.4 27.8 CHF 1.5 18.8 EUR 94.7 379.5 EUR 22.0 8,481.8 446.8 EUR 50.0 381.4 122.1 EUR 15.1 992.2 483.9 EUR 0.1 11.1 0.4 EUR 12.8 505.4 EUR 12.8 194.8 EUR EUR – 0.1 – 3.0 EUR 0.7 14.0 EUR 1.5 1.3 EUR EUR EUR EUR – 0.1 – 0.5 – 21.4 – 14.1 – – – – – – – – – – Financial Report Notes to the Consolidated Annual Financial Statements 219 primary activity business segment 1 group share in percent 2 Direct share in percent 2 method of consoli- dation 3 currency share capital in million total assets in million gross premiums / policy fees in million belgium Mercator Verzekeringen NV, Antwerp Nateus NV, Antwerp Nateus Life NV, Antwerp Audi NV, Antwerp Amazon Insurance NV, Antwerp Euromex NV, Antwerp Merno-Immo NV, Ghent luxembourg Bâloise (Luxembourg) Holding S.A., Bertrange (Luxembourg) Bâloise Assurances Luxembourg S.A., Bertrange (Luxembourg) Bâloise Vie Luxembourg S.A., Bertrange (Luxembourg) Baloise Fund Invest Advico, Bertrange (Luxembourg) Bâloise Delta Holding S. à. r. l., Bertrange (Luxembourg) austria / croatia / serbia Basler Versicherungs-Aktiengesellschaft in Österreich, Vienna Basler osiguranje Zagreb d.d., Zagreb Neživotno osiguranje “Basler” a.d.o., Belgrade Životno osiguranje “Basler” a.d.o., Belgrade other territories Baloise Life (Liechtenstein) AG, Balzers Baloise Insurance Company (Bermuda) Ltd., Hamilton (Bermuda) Life and nonlife Nonlife Life Nonlife Nonlife Nonlife Other L / NL 100.00 100.00 NL L NL NL NL O 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 Holding O 100.00 100.00 Nonlife NL 100.00 100.00 Life Other Holding Life and nonlife Life and nonlife Nonlife Life Life Reinsur- ance L B O 100.00 100.00 100.00 100.00 100.00 100.00 L / NL 100.00 100.00 L / NL 100.00 100.00 NL L L NL 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 Baloise Alternative Investment Strategies Limited, St. Helier (Jersey / Channel Islands) Investment manage- L / NL 100.00 100.00 Baloise Finance (Jersey) Ltd., St. Helier (Jersey / Channel Islands) Baloise Private Equity Limited, St. Helier (Jersey / Channel Islands) ment Other O 100.00 100.00 Investment L / NL 100.00 100.00 manage- ment 1 L: Life, NL: Nonlife, B: Banking, O: Other activities / corporate business. 2 Shares in percent are rounded down. 3 F: Full consolidation, E: At equity measurement. F F F F F F F F F F F F F F F F F F F F F EUR 199.1 3,892.5 588.5 EUR EUR EUR EUR EUR EUR 27.8 621.4 61.7 1,928.0 6.5 3.7 2.5 17.1 37.3 23.4 77.5 18.1 CHF 249.9 975.9 50.2 20.5 3.7 19.2 32.5 – – EUR 9.8 143.3 59.4 EUR 32.7 3,179.8 40.1 EUR EUR 0.1 6.0 224.3 274.8 – – EUR 5.1 423.6 110.6 HRK 45.0 2,418.4 410.7 RSD RSD 675.1 300.1 777.1 449.6 149.7 42.8 CHF CHF 15.0 2,561.5 8.7 5.0 958.0 188.2 USD 0.0 846.5 CHF 1.3 232.0 USD 0.0 470.5 – – – 220 Financial Report Report of the statutory auditor Report of the statutory auditor to the General Meeting of Bâloise Holding Ltd, Basel report of the statutory auDitor on the consoliDateD financial statements As statutory auditor, we have audited the consolidated financial statements of Bâloise Holding Ltd, which comprise the consolidated balance sheet, consolidated income statement, consolidated statement of comprehensive income, consolidated cash flow statement, consolidated statement of changes in equity and notes to the consolidated financial statements (pages 68 to 76 and 82 to 219), for the year ended 31 December 2011. board of Directors’ responsibility The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial state- ments in accordance with the International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We con- ducted our audit in accordance with Swiss law and Swiss Auditing Standards as well as the International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appro- priate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. opinion In our opinion, the consolidated financial statements for the year ended 31 December 2011 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with the International Financial Reporting Standards (IFRS) and comply with Swiss law. Financial Report Report of the statutory auditor 221 report on other legal requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors. We recommend that the consolidated financial statements submitted to you be approved. pricewaterhousecoopers ltd Martin Frei Audit expert Auditor in charge Enrico Strozzi Audit expert Basel, 15 March 2012 4 Baloise 14 Review of business year 34 Sustainable business management 44 Corporate Governance 82 Financial Report 224 Bâloise Holding Ltd 238 Notes Bâloise Holding Ltd Income statement Bâloise Holding ���������������������������������������������� 224 Balance sheet Bâloise Holding ������������������������������������������������������� 225 Notes Bâloise Holding ����������������������������������������������������������������������� 226 Appropriation of retained earnings as proposed by the Board of Directors ��������������������������������������� 233 Report of the statutory auditor to the General Meeting of Bâloise Holding Ltd, Basel ��������������������� 234 G N I D L O H E S I O L  B 224 Financial Report Income statement Bâloise Holding 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 Note 2010 2011 324.5 11.9 8.8 345.2 – 51.4 – 47.1 – 0.0 – 13.1 2 3 4 5 6 7 292.6 12.3 21.3 326.2 – 36.3 – 49.3 – 32.7 – 13.6 – 111.6 – 131.9 – 0.2 – 0.2 233.4 194.1 Financial Report Balance sheet Bâloise Holding 225 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 31.12.2010 31.12.2011 99.6 149.4 70.9 3.9 25.4 349.2 37.8 138.5 9.2 6.6 47.0 239.1 1,732.0 2,025.9 58.8 0.2 57.9 0.2 1,791.0 2,084.0 2,140.2 2,323.1 5.0 5.0 11.7 156.4 264.9 234.2 672.2 19.9 0.0 11.7 182.3 247.4 194.9 641.3 0.1 0.6 8 10 9 12 11 1,392.5 1,642.5 15.4 40.2 6.0 32.6 1,468.0 1,681.8 2,140.2 2,323.1 226 Financial Report Notes Bâloise Holding Notes Bâloise Holding 1. ACCOUNTING STANDARDS The annual accounts of Bâloise Holding are produced in accordance with the regulations of the Swiss Stock Corporation Law� 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 measured at cost or at the lower fair value� Receivables Receivables are stated at face value net of necessary impairments� Accruals Accruals considers both expenses paid in advance for the new fiscal year, as well as revenue from the current fiscal year that will only be received at a later date� Included under the same heading are dividends decided on the balance sheet date by the Annual General Meeting of the subsidiaries� Bâloise Holding reports these as dividend claims� Participations Participations are recognised at cost net of requisite depreciation� Loans to Group companies Loans are valued at face value, factoring in requisite depreciation� Individual value adjustments are conducted according to the prudence principle for all identifiable risks� Other financial assets Marketable securities are recognised either at their acquisition cost or at fair value, with the lower of the two being applied� Liabilities Liabilities are recognised at face value� Bonds Bonds are recognised at face value� The emission costs, reduced 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 fiscal year which will only be paid later� Financial Report Notes Bâloise Holding 227 2010 2011 6.7 2.4 0.0 2.8 11.9 9.2 2.2 0.7 0.2 12.3 2010 2011 2.0 6.8 8.8 1.6 19.7 21.3 2010 2011 – 32.5 – 18.9 – 51.4 – 20.9 – 15.4 – 36.3 2010 2011 – 47.0 – 0.1 – 47.1 – 49.2 – 0.1 – 49.3 NOTES TO THE INCOmE STATEmENT 2. INTEREST AND SECURITIES 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 EXPENSES 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 228 Financial Report Notes Bâloise Holding 6. DEPRECIATION in CHF million Depreciation on treasury shares Total depreciation 7. OTHER EXPENSES in CHF million Expenses incurred from services rendered Other expenses Total other expenses NOTES TO THE BALANCE SHEET 2010 2011 – 0.0 – 0.0 – 32.7 – 32.7 2010 2011 – 1.4 – 11.7 – 13.1 – 1.4 – 12.2 – 13.6 8. ACCRUALS Due to resolutions of the AGM on 23 February 2012 of the Haakon AG, Basel, and on 1 March 2011 of the Baloise Asset Management Schweiz AG, Basel, the Baloise Asset Management International AG, Basel, and the Baloise Bank SoBa AG, Solothurn, the resulting dividend claims for the 2011 fiscal year were regarded as accruals i� e� prepaid expenses (2011: CHF 46�6 million / 2010: CHF 25�0 million)� 9. LOANS TO GROUP COmPANIES in CHF million Subordinated loan to Baloise Bank SoBa Loan to Bâloise (Luxembourg) Holding S.A. Total loans to Group companies 2010 2011 30.0 28.8 58.8 30.0 27.9 57.9 Financial Report Notes Bâloise Holding 229 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 Basler Saturn Management B.V., Hamburg Nateus NV, Antwerp Nateus Life NV, Antwerp 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 31.12.2010 Total holding as of 31.12.2011 Share / corporate capital as of 31.12.2011 in % 1 in % 1 Currency in million 100.00 100.00 100.00 100.00 100.00 74.75 100.00 100.00 100.00 – – 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 74.75 100.00 – 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CHF CHF CHF CHF CHF CHF CHF EUR EUR EUR EUR CHF EUR EUR CHF CHF HRK RSD RSD 75.0 50.0 50.0 1.5 1.5 0.2 15.0 – 0.0 27.8 61.7 249.9 224.3 0.1 5.0 1.3 45.0 675.1 300.1 For additional information on participations held directly by Bâloise Holding see pages 218 and 219 of the section Financial Report� 11. BONDS AmOUNT CHF 150 million CHF 550 million CHF 150 million CHF 242.5 million (convertible bond) CHF 300 million CHF 250 million Interest rate Issued maturity date 3.250 % 4.250 % 3.500 % 1.500 % 2.875 % 3.000 % 2007 2009 2007 2009 2010 2011 19.06.2012 29.04.2013 19.12.2014 17.11.2016 14.10.2020 07.07.2021 On 1 March 2012, the Bâloise Holding Ltd issued a new bond over CHF 175 million (2�25 %, 2012 – 2019) at an issue price of 100�713 %� 230 Financial Report Notes Bâloise Holding 12. CHANGES IN EQUIT 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) 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 other reserves Profit for the period Total retained earnings Total equity 31.12.2010 31.12.2011 5.0 – 5.0 11.7 – 11.7 5.0 – 5.0 11.7 – 11.7 118.3 156.4 – – 38.1 156.4 – – 25.9 182.3 168.1 194.0 298.6 264.9 4.4 – – 38.1 264.9 230.2 – 225.0 – 4.4 233.4 234.2 8.4 – – 25.9 247.4 234.2 – 225.0 – 8.4 194.1 194.9 672.2 641.3 1 Baloise Group companies purchased during the reporting period (not including the share buy-back via the secondary trading line) a total of 646,944 shares at an average price of CHF 88. During the reporting period they sold 351,008 shares at an average price of CHF 91 and together held a total of 2,004,072 Bâloise Holding shares as of 31 December 2011. 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 shares.” Financial Report Notes Bâloise Holding 231 13. SIGNIFICANT SHAREHOLDERS One shareholder group holds more than 3 % and two shareholder groups hold more than 5 % of outstanding Baloise shares as of 31 December 2011� The following table provides information on the current shareholder structure as of 31 December 2011 (figures rounded)� in percent Shareholders Chase Nominees Group 1 Signal Iduna Gruppe BlackRock Inc Mellon Bank N. A. 1 CS Group UBS Group Bank of New York Mellon N.V. 1 Nortrust Nominees Ltd. 1 Total holding as of 31.12.2010 Share of voting rights as of 31.12.2010 Total holding as of 31.12.2011 Share of voting rights as of 31.12.2011 6.3 > 5.0 > 5.0 3.5 2.6 < 2.0 2.2 2.3 2.0 2.0 0.0 0.0 < 2.0 < 2.0 0.0 0.0 6.5 > 5.0 > 5.0 3.5 > 3.0 2.7 2.5 2.3 2.0 2.0 2.0 0.0 < 2.0 < 2.0 0.0 0.0 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. 232 Financial Report Notes Bâloise Holding 14. CONTINGENT LIABILITIES As of 31 December 2011, the guarantee liabilities amount to CHF 169�6 million (previous year: CHF 164�9 million)� Bâloise Holding issues the following letter of comfort: as the 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� The maximum liability corresponds to the actuarial reserve entered in the balance sheet of Baloise Life (Liechtenstein) for these products as of 31 December 2011� Bâloise Holding assumes the unrestricted obligation to assure the Landesbank Baden-Wurttemberg that the Partner in Life S�A�, Contern (Luxembourg), will be managed and financially equipped so that it is able to meet all its obligations towards the bank in due time whilst the loans amounting to EUR 40 million granted by the bank including interest, costs and commissions are not fully repaid� 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 ACCORDANCE WITH OR (SWISS CODE OF OBLIGATIONS) ARTICLES 663B BIS AND 663C Disclosures of facts in accordance with 663b bis and 663c of the Swiss Code of Obligations (OR) are contained in the Compensation Report� Pages 68 to 76 in the chapter on Corporate Governance are an integral component of the Financial Report� The facts are mainly as follows: → remuneration to members of the Board of Directors → remuneration to members of the Corporate Executive Committee → loans and advances granted to members of the Board of Directors and the Corporate Executive Committee → shares and options held by members of the Board of Directors and the Corporate Executive Committee 16. DETAILS ABOUT 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� 17. EVENTS AFTER THE BALANCE SHEET DATE Information on the bond issued on 1 March 2012 is contained in the section “Bonds�” To our knowledge, no further events have occurred up to the completion of the consolidated Annual Financial Statement dated 14 March 2012, which would have a material impact on the Annual Financial Statement overall� Financial Report Proposal by the Board of Directors 233 Appropriation of retained earnings as proposed by the Board of Directors RETAINED EARNINGS AND APPROPRIATION OF EARNINGS Net retained earnings amounted to CHF 194,056,489�07� 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 / withdrawal from other reserves Dividends Retained earnings to be carried forward 2010 2011 233,435,876.98 194,056,489.07 761,739.92 797,616.90 234,197,616.90 194,854,105.97 – 8,400,000.00 30,900,000.00 – 225,000,000.00 – 225,000,000.00 797,616.90 754,105.97 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� 234 Financial Report Report of the statutory auditor Report of the statutory auditor to the General Meeting of Bâloise Holding Ltd, Basel REPORT OF THE STATUTORY AUDITOR ON THE FINANCIAL STATEmENTS As statutory auditor, we have audited the financial statements of Bâloise Holding Ltd, which comprise the income statement, balance sheet and notes (pages 68 to 76 and 224 to 232), for the year ended 31 December 2011� Board of Directors’ responsibility The Board of Directors is responsible for the preparation of the financial statements in accordance with the require- ments of Swiss law and the company’s articles of incorporation� This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error� The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances� Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit� We conducted our audit in accordance with Swiss law and Swiss Auditing Standards� Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement� An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements� The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error� In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system� An audit also includes evaluat- ing the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements� We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion� Opinion In our opinion, the financial statements for the year ended 31 December 2011 comply with Swiss law and the company’s articles of incorporation� Financial Report Report of the statutory auditor 235 REPORT ON OTHER LEGAL REQUIREmENTS We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence� In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors� We further confirm that the proposed appropriation of retained earnings complies with Swiss law and the company’s articles of incorporation� We recommend that the financial statements submitted to you be approved� PricewaterhouseCoopers Ltd Martin Frei Audit expert Auditor in charge Enrico Strozzi Audit expert Basel, 15 March 2012 4 Baloise 14 Review of business year 34 Sustainable business management 44 Corporate Governance 82 Financial Report 224 Bâloise Holding Ltd 238 notes Notes Glossary ������������������������������������������������������������������������������������������������ 238 addresses ��������������������������������������������������������������������������������������������� 242 InformatIon on the BaloIse Group ������������������������������������� 243 Key dates and contacts ��������������������������������������������������������������� 244 238 Notes Glossary Glossary → actuarial reserves → claims incurred Actuarialreservesrefertoprovisionsforcurrentinsurance policiesinthelifeinsurancesegment� → annual premium equivalent (ape) Theannualpremiumequivalentistheinsuranceindustry standardformeasuringthevolumeofnewlifeinsurance business�Itiscalculatedasthesumofallannualpremiums from new business and 10% of single premiums of the reportingperiod� Claimsincurredcomprisesinsuranceclaimspaidoutduring thefiscalyear,reservesformedinconnectionwithunsettled claims,thedissolutionofreservesforclaimsthatnolonger havetobesettledordonothavetobepaidinfull,thecosts ofprocessingclaims,aswellastheperformanceofrelated provisions� → claims ratio The ratio of claims incurred to premiums, expressed in percent� → assets managed for third parties Assetsheldintrustforcustomersandpartners� → claims reserve → Baloise “Baloise”standsfor“BaloiseGroup”,“BâloiseHolding”for “BâloiseHoldingLtd”�ByBaloisesharewemeantheshare ofBâloiseHoldingLtd� → Brokers Insurancebrokersareindependentinsuranceintermediaries� Thesearecompaniesorindividualswhoarenottiedtoany insurancecompanywhenplacingcontracts�Theyreceive commissionfortheinsurancecontractstheyconclude� → Business segment Similarorrelatedoperatingactivitiesaregroupedtogether inbusinesssegments�Theseare:nonlife,life,banking(in- cludingassetmanagement)andotheractivities�Thebusiness segment“Otheractivities”includes,inparticular,holding, propertyandinvestmentcompanies� → Business volume Businessvolumeincludespremiumincomefromthenonlife andlifeinsurancebusinessandfromunit-linkedlifeinsur- ancepoliciesduringthereportingperiod�Duetotheunder- lyingaccountingprinciplesoftheBaloiseGroup,thelatter maynotbedisclosedasincomeintheconsolidatedfinancial statements� Provisionsforclaimsthathavenotbeensettledatyear-end� → combined ratio Ratioofnonlifeinsurancebusiness,expressingthesumof claimsincurred(lossratio),costs(expenseratio)andprofit- sharing(profit-sharingratio)inrelationtopremiums�This ratioisusedtoassesstheprofitabilityofthenonlifeinsurance business� → deferred tax assets and liabilities Probablefuturetaxexpensesandtaxrelief,resultingfrom temporarydifferencesbetweenthereportedvalueofassets andliabilities,asdisclosedintheconsolidatedfinancialstate- ments, and their tax value� The calculation is based on country-specifictaxrates� → embedded value (mceV) TheMarketConsistentEmbeddedValue(MCEV)measures thevalueofalifeportfoliofortheshareholderonthebalance sheetdate�SeealsoseparateMCEVreport� → expense ratio Theratioofthecostofnonlifeinsurancebusinesstopremi- ums,expressedinpercent� Notes Glossary 239 → fixed-income securities → Investment performance Securities(primarilybonds),yieldinginterestatafixedrate duringtheirwholeterm� → Gross Intheannualreportofaninsurancecompany,“gross”stands for a balance sheet or income statement item before the deductionofofreinsurance� → Group life business Insurancepoliciestakenoutbycompaniesortheiremployee benefitunitsonbehalfoftheiremployeesaspartoftheir companypensionplans� → Ifrs Since2000,theBaloiseGrouphasprepareditsconsolidated annualfinancialstatementsinaccordancewithIFRSInter- national Financial Reporting Standards (formerly IAS InternationalAccountingStandards)� → Impairment (impairment loss) Impairmentofanassetrecognisedinprofitandloss�Whether thecarryingvalueofanassetisgreaterthanitsrecoverable amountisdeterminedusinganimpairmenttest�Ifnecessary, theassetisimpaireddowntotherecoverableamountand recognisedthroughprofitandloss� → Insurance benefits Thebenefitsprovidedbytheinsurerinconnectionwiththe occurrenceofaninsuredevent� → Investments Includedininvestmentsareproperties,sharesandalternative financial investments (stocks of an equity nature), fixed- interestsecurities,mortgage-backedinvestments,policies andotherloans,derivativesaswellascashandcashequiva- lents�Preciousmetalsfromtheinvestment-typeinsurance businessarepresentedundertheitem“Otherassets”� Theperformancemeasuresthebusinesssuccessofinvest- ments�Gains,losses,income,expenses,aswellaschanges toasyetunrealisedgainsandlosses,assetoutintheincome statementrelatedtotheaveragebalanceoftheinvestments� → Investment-type life insurance Lifeinsurancepolicieswherepolicyholdersinvesttheirsav- ingsfortheirownaccountandattheirownrisk� → Investment-type premiums Premiumincomefromlifeinsurancepolicieswhereinsur- ancecompaniesinvestthepolicyholder’ssavingsforthelat- ter’sownaccountandatthelatter’sownrisk�Inaccordance withtheInternationalAccountingStandardsappliedbythe BaloiseGroup,thesavingsthatarepartofthispremium incomemaynotbedisclosedasincomeintheincomestate- ment� → legal quota Fixedstatutoryorcontractualpercentagerequiringlifein- surancecompaniestopassonacertainpercentageofearn- ingstothepolicyholders� → minimum interest rate Minimumrequiredinterestratefortherespectivesavings balanceofcompanypensionplans� → net Intheannualreportofaninsurancecompany“net”stands forabalancesheetorincomestatementitemafterthededuc- tionofreinsurance� → new business margin Valueofnewbusinessdividedbytheannualpremiumequiv- alent(APE)� 240 Notes Glossary → non-recurrent deposits → provisions Non-recurrentdepositsfinancelifeinsurancepolicieswith aone-offdepositmadewhenthepolicybegins�Primarily usedasafinancingtoolforasset-buildinglifeinsurance, withspecialemphasisonprofitabilityandsecurityaspects� Evaluationoffutureinsurancebenefitsfromidentifiedand notyetidentifiedclaims,whicharedisclosedasliabilitiesin thebalancesheet� → periodic premiums Periodicallyrecurringpremiumincome(seedefinitionof “premium”)� → policyholders’ dividends Annual,non-guaranteedpolicyholderbenefitsfromalife insurancepolicywhicharegrantedwhen−comparedwith theassumptionsthatunderliethepremiumcalculation− earningsarehigherand/orriskandcostbehaviourpatterns aremorefavourable� → premium Theamountpaidbythepolicyholdertocoverthecostof insurance� → premiums earned Theproportionofthepolicypremiumallocatedtotherisk coveredbyaninsurerduringthefiscalyear,i�e�premium lesschangeinunearnedpremiumreserves� → profit after taxes Profitaftertaxesisthefinalconsolidatedsumofallearnings andexpenses,lessborrowingcosts,aswellascurrentand deferredincometaxes�Profitaftertaxesincludesthepropor- tionofminorityinterestsintheresult� → profit-sharing ratio Indexexpressingtheprofit-sharing/premiumratio�Profit sharingisarebategrantedtopolicyholdersinthenonlife businessduetoprofitablebusiness� → reinsurance Iftheinsurancecompanydoesnotwanttocarrythefullrisk fromaninsurancepolicyoranentireportfolioofpolicies, itpassesonpartoftherisktoareinsurancecompanyor anotherdirectinsurer�However,theprimaryinsurerstill hastoindemnifythepolicyholderforthefullrisk� → return on equity Calculatedreturnontheequityofacompanyduringthe fiscal year� Return on equity is calculated by taking the profitgeneratedduringthefiscalyearanddividingitby averageequity� → run off business Policyportfoliothathasceasedtoacceptnewpolicies,with existingpoliciesexpiringsuccessively� → segment FinancialreportingattheBaloiseGroupiscarriedoutin accordancewithInternationalFinancialAccountingStand- ards(IFRS),whichrequiressimilartransactionsandbusiness activitiestobegroupedandpresentedtogether�Thebundled business activities are presented in “segments,” by geo- graphicregionsandbusinesssegments� → share buy-back programme ProcedureapprovedbytheBoardofDirectorsunderwhich thecompanyitselfmayrepurchaseoutstandingshares�In Switzerland,thesebuy-backsarecarriedoutthroughasep- aratetradingline� Notes Glossary 241 → shares issued → unrealised gains and losses (charged to equity) Totalnumberofsharesthatacompanyhasissued�Thetotal numberofsharesissued,multipliedbytheirfacevalueisthe nominalsharecapitalofthecompany� → slI TheSwissLeaderIndexcomprisesthe30largestandmost liquidsecuritiesintheSwissequitymarket� Unrealisedgainsandlossesaregainsorlosseschargedto equity,whicharenotrecognisedinprofitorlossandresult fromthevaluationofassets�Thesearechargedtoequity afterdeductingdeferredtaxassetsandliabilitiesanddeferred policyholders’dividends(lifeinsurancebusiness)�Thesegains orlossesareonlytransferredtotheincomestatementupon disposaloftheunderlyingassetoruponimpairment(impair- mentloss)� → scoring Scoringstandsforstatisticalanalyses,wherebyriskestimates basedonexperiencevaluesarederivedfromdatacollected� Insurersapplyscoringinordertotariffequitably� → Value of new business Thevalueofnewbusinesstransactedduringthereporting period,valuedatthetimethepolicyisissued� → solvency Requiredminimumcapitalforinsurancecompaniesspeci- fiedbytheregulatoryauthorities,tocoverbusinessrisks (investments,claims)�Asarule,thisrequirementisspecified atanationallevelandmaydifferfromcountrytocountry� → technical reserves Onthebalancesheet,insurersdisclosethevalueoffuture benefitstheyexpectfromtheexistinginsurancepolicies, calculatedatthepresenttime�Thevalueiscomputedusing recognisedprinciples� → technical result Thetechnicalresultincludesacomparisonofallexpenses and income from the insurance business� Expenses and incomeunrelatedtotheinsurancebusinessandrevenuefrom investmentsarenotincludedinthetechnicalresult� → unearned premium reserves Accruedportionsofthewrittenpremiumsthathavebeen chargedforperiodsafterthebalancesheetdate� 242 Notes Addresses 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 23, rue du Puits Romain Bourmicht L-8070 Bertrange Boite Postale 28 L-2010 Luxembourg Telephone + 352 290 190 1 Fax + 352 290 190 9001 info@baloise.lu www.baloise.lu BelGIum mercator Verzekeringen Posthofburg 16 B-2600 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 37b HR-10 000 Zagreb Telephone + 385 1 640 5000 Fax + 385 1 6405 003 info@basler-oz.hr www.basler-oz.hr serBIa Basler osiguranja Resavska 29 RS-11 000 Belgrade Telephone + 381 11 2222 800 Fax + 381 11 334 29 03 office@basler.rs www.basler.rs lIechtensteIn Baloise life Alte Landstrasse 6 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 58 285 85 85 Fax + 41 58 285 70 70 kundenservice@baloise.ch www.baloise.ch Baloise Bank soBa Amthausplatz 4 CH-4502 Solothurn Telephone + 41 58 285 33 33 Fax + 41 58 285 03 33 bank@baloise.ch www.baloise.ch Germany Basler Versicherungen Basler Strasse 4 Postfach 1145 D-61345 Bad Homburg Telephone + 49 61 72 130 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 Notes Information on the Baloise Group 243 Information on the Baloise Group The2011AnnualReportispublishedinGermanandEnglish� TheGermanversionisbinding�ThesectionFinancialReport contains the audited 2011 annual financial statements with detailedinformation� aVaIlaBIlIt y and orderInG The2011AnnualReportandtheSummaryofthe2011Annual Report are available on the Internet at www�baloise�com/ annualreportasof22March2012� CorporatepublicationscanbeorderedviatheInternetorfrom theBaloiseGroup,CorporateCommunications,Aeschengra- ben21,CH-4002Basel� InformatIon for shareholders and fInancIal analysts YoucanfinddetailedinformationanddataontheBaloiseshare, theIRagenda,thelatestpresentationsandhowtocontactInves- torRelationsontheInternetatwww�baloise�com/investors�The informationisavailableinGermanandEnglish� InformatIon for medIa representatIVes Atwww�baloise�com/mediayouwillfindthelatestmediare- leases, presentations, reports, pictures and podcast files of variousBaloiseeventsaswellasmediacontactdetails� note on forWard-looKInG statements ThispublicationisintendedtoprovideanoverviewofBaloise’s businessperformance�Itcontainsforward-lookingstatements includingforecastsoffutureevents,plans,goals,businessde- velopmentsandresultsbasedonthecurrentexpectationsand assumptionsofBaloisemanagement�Theseforward-looking statementsshouldbeusedwithduecautionastheycontainboth knownandunknownrisks�Theyalsocontainuncertaintiesand maybeaffectedadverselybyotherfactors�Inconsequence,busi- nessperformance,results,plansandgoalscoulddiffermateri- allyfromthosepresentedexplicitlyorimplicitlyintheseforward- lookingstatements�Influencingfactorsinclude(i)changesin theoverallstateoftheeconomy,especiallyinkeymarkets;(ii) financial market performance; (iii) competitive factors; (iv) changesininterestrates;(v)changesinexchangerates;(vi) changesinthestatutoryandregulatoryframeworkincluding accountingstandards;(vii)frequencyandmagnitudeofclaims anddevelopmentofclaimshistory;(viii)mortalityandmorbid- ityrates;(ix)renewalsandmaturityofinsurancepolicies;(x) legaldisputesandadministrativeproceedings;(xi)departure ofkeyemployees;(xii)negativepublicityandmediareports� Baloiseassumesnoobligationtoupdateorrevisethesefor- ward-lookingstatements,toconsidernewinformation,future eventsetc�ThepastperformanceofBaloiseisnoindicationof futureresults� ©2012BâloiseHoldingAG,CH-4002Basel publisherBaloise,CorporateCommunications concept, design Eclat,Erlenbach(ZH) photographyStephanKnechtandPhilippRohner,Zurich publishing-systemMultimediaSolutionsAG,Zurich printingUDPrintAG,Lucerne 244 Notes Key dates and contacts Key dates and contacts 22.3.2012 Annual results: media conference telephone conference financial analysts 27.4.2012 Bâloise Holding Ltd Annual General Meeting 30.8.2012 Half-year results: telephone conference media / financial analysts 19.3.2013 Annual results: media conference telephone conference financial analysts 02.5.2013 Bâloise Holding Ltd Annual General Meeting corporate Governance Baloise Group Andreas Eugster Aeschengraben 21 CH-4002 Basel Telephone + 41 58 285 84 50 andreas.eugster@baloise.com Investor relations Baloise Group Marc Kaiser Aeschengraben 21 CH-4002 Basel Telephone + 41 58 285 86 84 investor.relations@baloise.com media relations Baloise Group Dominik Müller Aeschengraben 21 CH-4002 Basel Telephone + 41 58 285 84 67 media.relations@baloise.com www.baloise.com 1 1 0 2 t r o p e R l a u n n A d T l g n i d l o H e s i o l â B Bâloise Holding lTd Aeschengraben 21 CH-4002 Basel www.baloise.com Making you safer. Bâloise Holding Ltd AnnuAL RepoRt 2011