48 Governance Annual Report 2012 Zurich Insurance Group
Corporate governance report continued
Changes to the GEC as from January 1, 2013
There have been no changes to the GEC as from January 1, 2013.
Management contracts
Zurich Insurance Group Ltd has not transferred key parts of management by contract to other companies (or individuals)
not belonging to (or employed by) the Group.
Shareholders’ participation rights
Voting rights restrictions and representation
Each share entered into the share register entitles the holder to one vote. There are no voting right restrictions.
A shareholder with voting rights can attend shareholders’ meetings of Zurich Insurance Group Ltd in person. He or she
may also authorize, in writing, another shareholder with voting rights or any person permitted under the articles of
incorporation and a more detailed directive of the Board to represent him or her at the shareholders’ meeting. Based
on the articles of incorporation, minors or wards may be represented by their legal representatives, married persons
by their spouses and a legal entity may be represented by a person authorized to bind it by his or her signature, even
if such persons are not shareholders.
Furthermore, authority of representation may be given to the independent voting proxy, to a statutory representative
or to a bank as the proxy holder of deposited shares who do not need to be shareholders themselves. In addition,
for the first time Zurich offers to its shareholders the option to give voting instructions for the AGM 2013 via the online
platform Sherpany. All shareholders that signed and returned the respective Sherpany account opening form by
February 17, 2013 will be able to use this online option starting on March 8, 2013 to electronically mandate either the
independent voting proxy or the company proxy to vote on their behalf at the AGM 2013. New shareholders and those
that missed to enroll this year will have the opportunity to register in the coming years.
Zurich Insurance Group Ltd may under certain circumstances authorize the beneficial owners of the shares that are held
by professional persons as nominees (such as a trust company, bank, professional asset manager, clearing organization,
investment fund or another entity recognized by Zurich Insurance Group Ltd) to attend the shareholders’ meetings and
exercise votes as proxy of the relevant nominee. For further details, see page 22.
Zurich Insurance Group Ltd provided electronic voting devices to its shareholders for all the resolutions taken at the
AGM on March 29, 2012. In accordance with Swiss practice, Zurich Insurance Group Ltd informs all shareholders at the
beginning of the shareholders’ meeting of the aggregate number of proxy votes received.
Statutory quora
Pursuant to the articles of incorporation, the shareholders’ meeting constitutes a quorum irrespective of the number of
shareholders present and shares represented. Resolutions and elections generally require the approval of a simple
majority of the votes cast, excluding abstentions, blank and invalid votes, unless respective provisions in the articles of
incorporation (of which there are none) or mandatory legal provisions stipulate otherwise. Article 704 of the Swiss
Code of Obligations provides for a two-thirds majority of votes cast representing an absolute majority of nominal values
of shares represented for certain important matters, such as a change of the company purpose and domicile,
a dissolution of the company and matters relating to capital increases. In the event of the votes being equally divided,
the decision rests with the Chairman of the Board.
Convocation of shareholders’ meetings
Shareholders’ meetings are convened by the Board or, if necessary, by the auditors and other bodies in accordance
with the provisions set out in articles 699 and 700 of the Swiss Code of Obligations. Shareholders with voting rights
representing at least 10 percent of the share capital may call a shareholders’ meeting, indicating the matters to be
discussed and the corresponding proposals. The invitation to shareholders is mailed at least 20 calendar days before the
meeting is held and, in addition, is published in the Swiss Official Gazette of Commerce and in several newspapers.
Agenda
The Board is responsible for setting the agenda and sending it to shareholders. Shareholders with voting rights who
together represent shares with a nominal value of at least CHF 10,000 may request in writing, no later than 45 days
before the day of the meeting, that specific proposals be included in the agenda.