Corporate governance framework conditions
As a value-adding company, we always attach great importance to good business management in the sense of responsible corporate governance and pursue this tradition. Against the background of the Swiss Code of Best Practice and the SIX Corporate Governance rules, Baloise’s main aspiration is a corporate culture with high ethical standards which emphasises the integrity of the company and its employees.
We believe that high-quality corporate governance has a positive impact on the long-term performance of the company. Our corporate governance report follows the structure of the SIX Corporate Governance rules as amended in the version from 29 October 2008 to increase transparency and thus comparability with previous years and other companies. The Swiss Code of Best Practice for Corporate Governance by economiesuisse and in particular the Annex 1 published in 2007 with recommendations on compensation are also taken into account.
Governance of the issue of sustainability
local, country-specific sustainability networks composed of representatives from all relevant business sectors. These working groups possess the required technical expertise for developing and testing the content of the sustainability approach and implementing it to meet the needs of the relevant market. The Corporate Executive Committee decides on how the content is implemented. The Board of Directors is responsible for developing the sustainability approach, embedding it in the overall strategy and overseeing it. The Board of Directors’ strategy and governance committee also functions as the sustainability committee, monitoring developments in the area of sustainable management.
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.
Commitment as part of the Active Ownership Strategy at Baloise Asset Management
Introduced in 2021, the Active Ownership Strategy enables Baloise to persuade the management of other companies to consciously manage ESG risks and exploit opportunities in these areas. In that way, we are encouraging the transition to a sustainable economy. Together with other investors, we maintain a dialogue with companies about wide-ranging ESG issues. This pooling of the interests of various investors increases the amount of influence that can be exerted on the companies concerned. In addition, through its membership in associations, Baloise engages in a dialogue with public authorities on ESG issues, for example proposed regulations. Another area is the exercise of voting rights at the annual general meetings of Swiss companies in which Baloise has a shareholding.
We have integrated ESG issues in our commitment activities as a part of our Active Ownership Policy. With a view to pooling our resources and increasing our impact in terms of individual issues, we define specific focus issues, such as climate or board effectiveness. These issues serve as a guideline in the selection of commitment initiatives. They are reviewed on an annual basis and adjusted where necessary.
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. (available only in German).