Notes to the Financial Statements
Accounting Rules
The 2021 Financial Statements were prepared in accordance with the provisions of Swiss accounting law (Title 32 of the Swiss Code of Obligations). Swiss Life Holding’s Financial Statements are presented in millions of Swiss francs (CHF), which is the presentation currency. Figures may not add up exactly due to rounding.
Explanations on the balance sheet and statement of income
Participations
| Currency | Authorised share capital in 1000 | Direct share | Currency | Authorised share capital in 1000 | Direct share | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31.12.2021 | 31.12.2020 | |||||||||||
| Swiss Life AG, Zürich | CHF | 587 350 | 100.00% | CHF | 587 350 | 100.00% | ||||||
| Swiss Life Deutschland Holding GmbH, Hannover | EUR | 25 | 100.00% | EUR | 25 | 100.00% | ||||||
| Swiss Life Intellectual Property Management AG, Zürich | CHF | 250 | 100.00% | CHF | 250 | 100.00% | ||||||
| Swiss Life International Holding AG, Zürich | CHF | 1 000 | 100.00% | CHF | 1 000 | 100.00% | ||||||
| Swiss Life Investment Management Holding AG, Zürich | CHF | 50 000 | 100.00% | CHF | 50 000 | 100.00% | ||||||
| Swiss Life Schweiz Holding AG, Zürich | CHF | 250 | 100.00% | CHF | 250 | 100.00% | ||||||
| Swiss Life Finance I AG, Ruggell LI | CHF | 100 | 100.00% | CHF | 100 | 100.00% | ||||||
Loans to Group companies
CHF 688 million of the loans to Group companies is classified as subordinated.
Provisions
As disclosed in a press release dated 14 May 2021, Swiss Life has reached a resolution with the US Department of Justice (DOJ) concerning the DOJ’s inquiry into the legacy business with US clients that had been announced in September 2017. The resolution is in the form of a Deferred Prosecution Agreement (DPA) with a three-year term. The financial payment required as part of this resolution is in line with the provision of CHF 70 million charged against the 2020 results as announced on 2 March 2021.
Major shareholders
BlackRock Inc., 55 East 52nd Street, New York 10055, USA, reported in a publication of 1 June 2021 that it held through various companies a total of 5.58% of the voting rights for Swiss Life Holding. At the same time, BlackRock Inc. held sales positions in the amount of 0.002% of the voting rights.
Share capital
As at 31 December 2021, the share capital of Swiss Life Holding (SLH) consisted of 31 528 567 fully-paid registered shares. (previous year: 32 014 391 registered shares) with a par value of CHF 0.10 each. Conditional share capital remained unchanged at CHF 385 794.80 as at 31 December 2021.In exercising voting rights, no shareholder can collect more than 10% of the total share capital directly or indirectly in respect of his own shares and those he represents.
Statutory capital reserve
The statutory capital reserve consists of the capital contribution reserve. As at 31 December 2021, the capital contribution reserve was unchanged at CHF 177 million. The Federal Tax Administration has not recognised the balance sheet position under commercial law. The assessment in terms of tax law therefore remains open and will be discontinued subject to the development of the future legal situation.
Statutory retained earnings
Statutory retained earnings comprise the general reserves.
Free reserves
This item comprises accumulated retained earnings which have not been distributed to the shareholders. In the year under review, CHF 73 million was allocated to the free reserve. In addition, the free reserve was reduced by CHF 201 million due to the cancellation of 485 824 shares, which took place on 12 July 2021.
Issue of senior bonds
| Volume | Year of issue | Maturity | Coupon | |||
|---|---|---|---|---|---|---|
| CHF 200 millions | 2013 | 2023 | 1.875% | |||
| CHF 250 millions | 2019 | 2023 | 0.250% | |||
| CHF 250 millions | 2019 | 2025 | 0.000% | |||
| CHF 150 millions | 2019 | 2029 | 0.350% | |||
Issue of two senior bonds in 2013
Two senior bonds for a total amount of CHF 425 million were issued on 21 June 2013, split into a tranche of CHF 225 million with a tenor of six years which was repaid on 21 June 2019 (coupon of 1.125%) and a tranche of CHF 200 million with a tenor of ten years until 2023 (coupon of 1.875%).
Issue of four senior bonds in 2019
On 6 December 2019, Swiss Life Holding placed three senior green bond tranches totalling CHF 600 million: a tranche of CHF 200 million with a tenor of two years and variable coupon (floor at 0.00%, cap at 0.05%) which was repaid on 6 December 2021, a tranche of CHF 250 million with a tenor of 5.5 years and a coupon of 0% and a tranche of CHF150 million with a tenor of 9.25 years and a coupon of 0.35% p.a.
On 13 March 2019, Swiss Life Holding placed a senior bond amounting to CHF 250 million. The bond has a tenor of 4.6 years and a coupon of 0.25% p.a.
Treasury shares
As part of the second share buyback programme (2020-2021), Swiss Life Holding purchased a total of 829 099 treasury shares in the year under review at an average price of CHF 447.85. In the same period, 485 824 shares were cancelled. In the current share buyback programme (2021-2023), 68 000 treasury shares had been purchased at an average price of CHF 552.31 by the balance sheet date.
Outside the share buyback programme, the companies in the Swiss Life Group purchased 35 000 treasury shares at an average price of CHF 457.93. As at 31 December 2021, the Swiss Life Group held 130 243 treasury shares which are not part of the share buyback programme.
The Swiss Life Group held a total of 620 842 treasury shares as at 31 December 2021.
Contingent liabilities
Swiss Life Holding acts as warrantor for all Swiss Life Ltd liabilities with regard to the various tranches of the subordinated perpetual step-up loans (hybrid debt), which amounted to an equivalent value of CHF 4.1 billion at the balance sheet date. The guarantees are classified as subordinated at Swiss Life Holding.
Swiss Life Holding further provides capital guarantees for a maximum net asset value of CHF 1.1 billion to Swiss Life Ltd, CHF 623 million for Swiss Life Finance I, CHF 135 million to Swiss Life Products as well as CHF 6 million to Swiss Life Liechtenstein.
In addition, under drawn credit lines Swiss Life Holding held liabilities totalling CHF 6 million for Corpus Sireo companies.
Financial assets pledged as collateral
Debt securities of CHF 165 million were pledged on the balance sheet date as part of a repurchase agreement (repo transactions). In this connection, additional debt securities totalling CHF 43 million were reserved for the liquidity-shortage financing facility (SNB EFF).
Statement of changes in equity for the years ended 31 December
| In CHF million | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Share capital | ||||
| Balance as at 1 January | 3 | 171 | ||
| Reduction in par value (incl. cancellation of treasury shares) | 0 | –168 | ||
| Total share capital | 3 | 3 | ||
| Statutory capital reserve | ||||
| Balance as at 1 January | 181 | 181 | ||
| Distribution of profit from the capital contribution reserve | – | – | ||
| Capital contribution reserve reduction due to treasury share cancellation | –4 | |||
| Total statutory capital reserve | 177 | 181 | ||
| Statutory retained earnings | ||||
| General reserves | ||||
| Balance as at 1 January | 33 | 33 | ||
| Change | – | – | ||
| Total general reserves | 33 | 33 | ||
| Total statutory retained earnings | 33 | 33 | ||
| Voluntary retained earnings | ||||
| Free reserves | ||||
| Balance as at 1 January | 3 756 | 4 242 | ||
| Allocation to free reserves | 73 | 254 | ||
| Distribution of profit from free reserves | – | – | ||
| cancellation of treasury shares | –201 | –740 | ||
| Total free reserves | 3 628 | 3 756 | ||
| Profit shown in the balance sheet | ||||
| Balance as at 1 January | 746 | 758 | ||
| Allocation to free reserves | –73 | –254 | ||
| Dividend | –654 | –477 | ||
| Annual profit | 784 | 719 | ||
| Total profit shown in the balance sheet | 803 | 746 | ||
| Total voluntary retained earnings | 4 431 | 4 502 | ||
| Own capital shares | ||||
| Balance as at 1 January | –69 | –787 | ||
| Change in own capital shares | –207 | 718 | ||
| Total own capital shares | –276 | –69 | ||
| Total equity | 4 368 | 4 650 | ||
Number of full-time positions
As in the previous year, the number of full-time positions is not above 50 employees on average over the year.
Disclosure of compensation to the Board of Directors and the Corporate Executive Board in accordance with Art. 663bbis of the Swiss Code of Obligations (CO) and Art. 14–16 of the Federal Ordinance against Excessive Compensation in Listed Stock Companies, and disclosure of the shareholdings of members of the Board of Directors and the Corporate Executive Board in accordance with Art. 663c of the CO
Compensation in 2021
The Board of Directors is responsible for drawing up a written compensation report each year to include the information required by Articles 14–16 of the Federal Ordinance against Excessive Compensation in Listed Stock Companies (Compensation Ordinance). This compensation report supersedes the details in the notes to the balance sheet according to Art. 663bbis CO. Swiss Life’s compensation report for the 2021 financial year is provided on pages 56 to 78.
The following tables contain information on the share ownership and participation rights of members of the Board of Directors and the Corporate Executive Board in accordance with Art. 663c CO.
Share ownership/participation rights as at 31 December 2021
As at 31 December 2021, acting members of the Board of Directors and the Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding shares in the form of Restricted Share Units (RSUs).
Board of Directors
| SLH shares | ||
|---|---|---|
| 31.12.2021 | ||
| Rolf Dörig, Chairman of the Board of Directors | 32 772 | |
| Thomas Buess | 23 118 | |
| Adrienne Corboud Fumagalli | 990 | |
| Ueli Dietiker | 1 477 | |
| Damir Filipovic | 1 973 | |
| Frank W. Keuper | 1 210 | |
| Stefan Loacker | 1 141 | |
| Henry Peter | 13 656 | |
| Martin Schmid | 578 | |
| Franziska Tschudi Sauber | 3 427 | |
| Klaus Tschütscher | 1 332 | |
| Total Board of Directors | 81 674 | |
Corporate Executive Board
| SLH shares | ||
|---|---|---|
| 31.12.2021 | ||
| Patrick Frost, Group CEO | 27 965 | |
| Matthias Aellig | 5 374 | |
| Jörg Arnold | 2 807 | |
| Nils Frowein | 4 825 | |
| Markus Leibundgut | 7 578 | |
| Stefan Mächler | 5 000 | |
| Tanguy Polet | 3 478 | |
| Total Corporate Executive Board | 57 027 | |
| Restricted Share Units (RSUs) | ||
|---|---|---|
| 31.12.2021 1 | ||
| Patrick Frost, Group CEO | 7 424 | |
| Matthias Aellig | 3 904 | |
| Jörg Arnold | 3 855 | |
| Nils Frowein | 3 751 | |
| Markus Leibundgut | 4 596 | |
| Stefan Mächler | 4 246 | |
| Tanguy Polet | 3 009 | |
| Total Corporate Executive Board | 30 785 | |
|
1 Total number of RSUs allocated in the years 2019, 2020 and 2021 in connection with the relevant equity compensation plan. The RSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are met at that point. In addition to the reported shareholding, Thomas Buess held a total of 1314 RSUs as at the balance sheet date of 31 December 2021, which were allocated to him in 2019 in the context of his former function as Group CFO and Member of the Corporate Executive Board of Swiss Life.
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Share ownership/participation rights as at 31 December 2020
As at 31 December 2020, acting members of the Board of Directors and the Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding shares in the form of Restricted Share Units (RSUs).
Board of Directors
| SLH shares | ||
|---|---|---|
| 31.12.2020 | ||
| Rolf Dörig, Chairman of the Board of Directors | 32 056 | |
| Frank Schnewlin | 5 904 | |
| Thomas Buess | 25 987 | |
| Adrienne Corboud Fumagalli | 906 | |
| Ueli Dietiker | 1 339 | |
| Damir Filipovic | 1 889 | |
| Frank W. Keuper | 1 126 | |
| Stefan Loacker | 1 015 | |
| Henry Peter | 13 548 | |
| Martin Schmid | 486 | |
| Franziska Tschudi Sauber | 3 343 | |
| Klaus Tschütscher | 1 164 | |
| Total Board of Directors | 88 763 | |
Corporate Executive Board
| SLH shares | ||
|---|---|---|
| 31.12.2020 | ||
| Patrick Frost, Group CEO | 26 143 | |
| Matthias Aellig | 4 043 | |
| Jörg Arnold | 1 617 | |
| Nils Frowein | 3 428 | |
| Markus Leibundgut | 7 314 | |
| Stefan Mächler | 6 316 | |
| Charles Relecom | 1 764 | |
| Total Corporate Executive Board | 50 625 | |
| Restricted Share Units (RSUs) | ||
|---|---|---|
| 31.12.2020 1 | ||
| Patrick Frost, Group CEO | 7 843 | |
| Matthias Aellig | 3 840 | |
| Jörg Arnold | 3 739 | |
| Nils Frowein | 3 893 | |
| Markus Leibundgut | 4 601 | |
| Stefan Mächler | 4 270 | |
| Charles Relecom | 4 151 | |
| Total Corporate Executive Board | 32 337 | |
|
1 Total number of RSUs allocated in the years 2018, 2019 and 2020 in connection with the relevant equity compensation plan. The RSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are met at that point. In addition to the reported shareholding, Thomas Buess held a total of 2861 RSUs as at the balance sheet date of 31 December 2020, which were allocated to him in 2018 and 2019 in the context of his former function as Group CFO and Member of the Corporate Executive Board of Swiss Life.
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