Corporate Governance Report
As a company that adds value, Baloise has always attached great importance to practising sound, responsible corporate governance and continues this tradition today. Operating in line with the Swiss Code of Best Practice and the SIX Corporate Governance Guidelines, Baloise strives to foster a corporate culture of high ethical standards that emphasises the integrity of the Company and its employees.
Baloise is convinced that high-quality corporate governance has a positive impact on its long-term performance. This report reflects the structure of the SIX Corporate Governance Guidelines as amended on 29 October 2008 in order to enhance transparency and, consequently, improve comparability with previous years and other companies. It includes economiesuisse’s Swiss Code of Best Practice for Corporate Governance and, in particular, Appendix 1 to the latter, which was published in 2007 and contains recommendations on remuneration.
Compliance & Code of Conduct
Our integrity as a service provider is of vital importance when it comes to earning the trust of our staff, customers, shareholders and the general public. In 2002, Baloise created the position of Group Compliance Officer, who now has his own team. His tasks include the coordination and implementation of existing standards such as the Code of Conduct or Group-wide compliance standards and the introduction of new standards in the compliance field. Group Compliance has become an integral part of our efforts to comply with corporate governance.
Compliance is understood to mean correct conduct in accordance with applicable legal and regulatory provisions. This means more than just not breaking the law. It means conscious and willing observance of rules in the widest sense. Compliance is an essential tool of Management Control.
The companies of the Baloise Group fulfil their responsibilities as shareholders by exercising their legal voting rights on Swiss equities, and in the process observing the principles of good and ethically correct corporate governance (good governance). The corporate governance criteria are based on the principles defined in the "Swiss Code of Best Practice for Corporate Governance". When exercising voting rights, a long-term and sustainable approach in the interests of the corporation and its shareholders is followed, with a particular focus on long-term shareholder value development and corporate governance criteria. The voting behaviour is primarily determined by the interests of policyholders and the shareholders of Baloise companies. In addition, the interests of other stakeholders are also taken into consideration. For uncontested agenda items and routine business, the proposals of the Board of Directors of the relevant company are followed.
Exercising voting rights
Here you will find tables with the exercise of voting rights of the Baloise entities as well as of Baloise Investment Foundation for Pension Funds (BPF). The lists are updated every six months.
UK Tax Strategy
The best possible customer service, combined with innovative products and services, makes Baloise the first choice for people who want to feel simply safe. Located at the heart of Europe, with its Head Office in Basel, the Baloise Group is a provider of prevention, pension, assistance and insurance solutions. Its core markets are Switzerland, Germany, Belgium and Luxembourg. In Switzerland, Baloise Insurance works together with Baloise Bank SoBa as a specialised financial services provider. The combination of an insurance company and bank, which is unique in Switzerland, provides customers with all-round consultation and solutions tailored to their needs.
The shares of Bâloise Holding Ltd are listed in the main segment of the SIX Swiss Exchange.
Baloise has a tax relevant presence in the UK by a branch of the Swiss insurance company Basler Versicherung AG / Baloise Insurance Ltd, Basel (hereinafter referred to as “Baloise”). The branch does not have its own employees. The branch operates a run-off insurance and reinsurance non-life portfolio and is regulated by the Prudential Regulation Authority (PRA) and by the Financial Conduct Authority (FCA). The branch does not write any new insurance policies.
Our approach to risk management and governance arrangements in relation to UK taxation
Baloise is willing to pay its fair share of taxes in all locations where it conducts business. On the other hand, taxes are regarded as an economic cost, which have to be managed in order to achieve sustainable financial and economical results for the benefit of the shareholders but also for other relevant stakeholders, including but not limited to employees.
We have established and maintain policies and processes to ensure that taxes are calculated correctly, paid in a timely manner and the risk of error is minimised.
Tax risks are considered within Baloise’s risk management and internal control system (ICS).
We are committed to complying with all relevant tax laws and regulations in the UK. Due to our limited presence in the UK we appoint a professional tax advisor to assist Baloise to comply with the relevant UK tax legislation.
Our attitude towards tax planning as affecting UK taxation
Tax planning is based on current relevant legislation. We undertake tax planning in connection with commercial transactions but will not enter into transactions that are purely tax driven or that result in an artificial or contrived outcome.
Where it is necessary we appoint external tax advisors.
We apply the OECD transfer pricing guidelines to intercompany transactions.
The level of UK tax risk we are prepared to accept
Baloise is part of a highly regulated financial services group with a variety of stakeholders. Hence, its internal governance accepts only a low level of tax risk which must be monitored and reported.
There are no predetermined limits with regard to the amount for acceptable tax risk; it is assessed on a case by case basis.
Where the applicable laws and regulations are subject to interpretation, we seek adequate assurance regarding the position taken, either with the assistance of professional advisors or, if necessary, direct from HM Revenue & Customs (HMRC).
Our approach towards dealings with the HMRC
We maintain a transparent and open relationship with HMRC.
As such, we aim to inform HMRC about significant changes in the business being conducted in the UK.
In the event that HMRC has a different interpretation of the tax impact of a specific business transaction, we endeavour to resolve this issue promptly through open and respectful dialogue with HMRC.
Baloise regards the publication of this Tax Strategy as compliant with the United Kingdom Finance Act 2016, Schedule 19, paragraph 22(2), for the financial year 2019.
Rules and regulations
Download the rules and regulations of Bâloise Holding Ltd.