About EDGAR Online | Login
 
The following is an excerpt from a DEF 14A SEC Filing, filed by PARTNERRE LTD on 3/30/2007.
Next Section Next Section Previous Section Previous Section
PARTNERRE LTD - DEF 14A - 20070330 - PROPOSAL_2

HOW DO I MAKE A PROPOSAL FOR OUR 2008 ANNUAL GENERAL MEETING?

 

If an individual shareholder wants to propose any matter for a vote by our shareholders at our 2008 annual general meeting, he or she must send his or her proposal to the Secretary, PartnerRe Ltd., Wellesley House South, 90 Pitts Bay Road, Pembroke HM 08, Bermuda. We may omit the proposal from next year’s proxy statement if such proposal is not received by the Secretary at the address noted above 120 days prior to the first anniversary of our 2007 Proxy Statement or if it does not comply with applicable requirements of the U.S. Securities and Exchange Commission.

 

CAN I MAKE A PROPOSAL AT THE 2008 ANNUAL GENERAL MEETING?

 

If a shareholder proposal is introduced at the 2008 annual general meeting without any discussion of the proposal in our proxy statement and the shareholder does not notify us 45 days prior to the first anniversary of this Proxy Statement as required by Exchange Act Rule 14a-4 (c)(1) of the intent to raise such proposal at the annual general meeting, then such proxies received by us for the 2008 annual general meeting will be voted by the persons named as such proxies in their discretion with respect to such proposal. Notice of such proposal is to be sent to the address listed in the paragraph above.

 

4


Table of Contents

OUR DIRECTORS

 

The Board consists of eleven Directors and is divided into three classes, with Class I having three Directors and Class II & III each having four Directors. The Directors in each class serve a three-year term. The terms of each class expire at successive annual meetings so that the shareholders elect one class of Directors at each annual general meeting. The following information details the name, age, class and committee membership of our directors as of the record date, March 16, 2007.

 

Continuing Class I Directors with terms expiring at the 2009 Annual Meeting:

 

Robert M. Baylis

 

LOGO

  

Age:

   68
     
   Director Since:    May 2000
   Committees:    Finance & Risk Management Committee, Chairman Nominating and Governance Committee
  

 

Biography:

  

 

Mr. Baylis was Vice Chairman of CS First Boston, a position he held until 1996, and prior to his retirement was chairman and chief executive officer of CS First Boston Pacific Inc. Mr. Baylis is a director of New York Life Insurance Company, Host Hotels and Resorts, Inc., Covance, Inc. and chairman of the board for Gildan Activewear, Inc. He is an overseer of the University of Pennsylvania Museum and a Trustee of the Rubin Museum of Art. Mr. Baylis is a member of the advisory council of the economics department of Princeton University and is a Chartered Financial Analyst.

 

Jan H. Holsboer

 

LOGO

  

Age:

  

60

     
   Director Since:    May 2000
   Committees:   

Audit Committee

Nominating and Governance Committee

  

 

Biography:

  

 

Mr. Holsboer was a member of the Executive Board of ING/Nationale-Nederlanden and was primarily responsible for its International Operations from 1990 to 1999. From 1997 to 1999 Mr. Holsboer was Chairman of the Executive Committee Financial Services International of ING Group with oversight of all its insurance, retail bank and asset management products outside the Benelux, including all of ING’s reinsurance activities. During this period Mr. Holsboer was also a member of the Executive Board of ING Bank. Mr. Holsboer was a Board member of the International Insurance Society from 1994 to 1999 and has been a member of the Geneva Association since 1986 and served as President from 1993 to 1999, as Honorary President from 2000 and was Co-Chairman of the Geneva Association Task Force on International Accounting Standards from 2003 to 2005. Mr. Holsboer is an Executive Board Member of Univar N.V. and a supervisory director of Atradius N.V., TD Waterhouse Bank N.V., Onderlinge’s Gravenhage/Neerlandia van 1880 and Yura International/YAM Invest N.V. Mr. Holsboer has also been a director of Royal Begemann Group since December 2006. Mr. Holsboer serves as Chairman of the Board for both Stichting Vie d’Or and Vereniging Pro Senectute. Mr. Holsboer is Vice Chairman of the Amsterdam Institute of Finance.

 

5


Table of Contents

Kevin M. Twomey

 

LOGO

  

Age:

  

60

     
  

Director Since:

  

May 2003

  

Committees:

  

Audit Committee, Chairman

Compensation Committee

Human Resources Committee

  

 

Biography:

  

 

Mr. Twomey was the President of The St. Joe Company from February 1999 until his retirement in May 2006 and held the posts of chief financial officer of that company from February 1999 to March 2005, and chief operating officer from February 2000 until his retirement. He remained a consultant to the company until December 2006. Mr. Twomey was a director of Intergraph Corporation from December 2004 until its sale in November 2006. Mr. Twomey became a director of Novelis (NYSE: NVL) in May 2006. Prior to joining The St. Joe Company, Mr. Twomey was vice chairman of the board of directors and chief financial officer of H.F. Ahmanson & Company and its principal subsidiary, Home Savings of America. Prior to joining Ahmanson in 1993, Mr. Twomey was chief financial officer at First Gibraltar Bank, a company owned by MacAndrews and Forbes Holdings of New York. Mr. Twomey also held management positions with MCorp and Bank of America. Mr. Twomey is on the board of trustees of the University of North Florida and the U.S. Navy Supply Corps Foundation. He is also chair-elect of the board of trustees of United Way of Northeast Florida.

 

6


Table of Contents

Nominees for election as the Class II Directors with terms expiring at the 2010 Annual Meeting (see Proposal 1 on page 57:

 

John A. Rollwagen, Chairman of the Board

 

LOGO

   Age:   

66

     
   Director Since:    May 2001
   Committees:   

Nominating and Governance Committee, Chairman

Finance & Risk Management Committee

  

 

Biography:

  

 

John A. Rollwagen has been Chairman of the Board since May 2002. From 1975 to 1993 Mr. Rollwagen was chairman and chief executive officer of Cray Research, Inc., a Fortune 500 company, and since 1993 he has been an investor and business advisor specializing in information technology. Mr. Rollwagen served as a principal of Quatris Fund, an affiliate fund of St. Paul Venture Capital from October 2000 until November 2005 when he retired. Mr. Rollwagen is currently chairman of SiCortex Inc. and is a director of Algos Corp., and Cassatt Corp. (formerly known as Unlimited Scale Inc.). Mr. Rollwagen is not on the board of directors for more than three publicly traded companies.

Vito H. Baumgartner

LOGO

   Age:   

66

     
   Director Since:
Committees:
  

November 2003

Audit Committee

Compensation Committee, Vice Chairman

Human Resources Committee, Vice Chairman

  

 

Biography:

  

 

Mr. Baumgartner was a group president and executive office member of Caterpillar Inc., a leading manufacturer of construction and mining equipment, diesel and natural gas engines, and industrial gas turbines until he retired in January 2004. Mr. Baumgartner is a director of AB SKF, Inc. (Sweden), Scania AB (Sweden) and Northern Trust Global Services Ltd. (UK).

 

7


Table of Contents

Jean-Paul L. Montupet

 

LOGO

  

Age:

  

59

     
   Director Since:    February 2002
   Committees:   

Compensation Committee, Chairman

Finance & Risk Management Committee

Human Resources Committee, Chairman

  

 

Biography:

  

 

Mr. Montupet has been an executive vice president of Emerson since 1990 and is currently responsible for Emerson’s industrial automation business as well as being an advisory director of Emerson Electric Co. and president of Emerson Europe. He joined Emerson in 1989 and has held various positions of responsibility, including chairman of Emerson Asia-Pacific. From 1982 to 1989 Mr. Montupet was a member of the board and directors of north american operations of Leroy Somer. Mr. Montupet is a director of Lexmark International, Inc. and also a member of the board of governors of NEMA (National Electrical Manufacturers Association).

Lucio Stanca

LOGO

  

Age:

  

65

     
   Director Since:   

September 2006

(formerly served from May 1998 - January 2005)

   Committees:   

Finance & Risk Management Committee

Nominating and Governance Committee

  

 

Biography:

  

 

Mr. Lucio Stanca previously served on our Board from May 1998 until January 2005. After a period of service as a cabinet member of the Italian government, Mr. Stanca re-joined the PartnerRe Board in September 2006. In July 2001, Mr. Stanca was appointed as Minister of Innovation and Technology in the Italian Government. From 1994 until his retirement from IBM in 2001, Mr. Stanca was executive chairman of IBM EMEA (Europe, Middle East, and Africa), and was chairman and chief executive officer of IBM SEMEA (South Europe, Middle East, and Africa) from 1991 until 1994. Mr. Stanca worked with IBM in both Europe and the U.S. from 1968. Mr. Stanca was a director of the board of the Bocconi University until November 2006 and is vice president of the Aspen Institute Italia. Mr. Stanca was elected as a Senator in Italy in April 2006.

 

8


Table of Contents

Continuing Class III Directors with terms expiring at the 2008 Annual Meeting:

 

Judith Hanratty, OBE

 

LOGO

  

Age:

  

63

     
   Director Since:    January 2005
   Committees:   

Finance & Risk Management Committee, Vice Chairman

Nominating and Governance Committee

  

 

Biography:

  

 

From 1986 until 2003, Ms. Hanratty served in various board and corporate positions for British Petroleum plc (“BP”) with the final position as company secretary for BP from 1994 to 2003. During the time with BP Ms. Hanratty also served as chairman and chief executive officer of the Tanker Insurance Company, Limited from 1988 to 1995. Ms. Hanratty is currently a member of the Council of Lloyd’s of London. Ms. Hanratty is a non-executive Director of Charles Taylor Consulting plc and the Gas and Electricity Markets Authority. Ms. Hanratty is admitted to practice as a barrister in New Zealand, Australia and England (Inner Temple) and is chairman of the Commonwealth Institute and a trustee of the Victoria University of Wellington Foundation in the UK and a member of the Editorial Board of the Cambridge University Press Legal Practice Section. She is also an honorary fellow, and former trustee, of Lucy Cavendish College, Cambridge and a fellow of the Royal Society for the Arts, Manufactures and Commerce. Ms. Hanratty retired as non-executive director of the British Standards Group in July 2006. Ms. Hanratty was awarded the OBE in 2002 for services to the oil and gas industry in the United Kingdom.

Rémy Sautter          

LOGO

  

Age:

  

61

     
   Director Since:    November 2001
   Committees:   

Audit Committee, Vice Chairman

Nominating and Governance Committee

  

 

Biography:

  

 

From 1996 to 2000 Mr. Sautter was president and chief executive officer of CLT-UFA Group. From 1985 to 1996 Mr. Sautter was Vice-Chairman and Managing Director of RTL Radio, France and in 1989 he was appointed as managing director in charge of CLT radio activities. Mr. Sautter is chairman of the board for RTL Radio, France and chairman of the board for Channel 5, UK. Mr. Sautter also serves as a non-executive director of M6 Television (Paris), Pages Jaunes (Paris), and Taylor Nelson Sofres plc. (London) and as a director of Thomson Multimédia P.L.C. and is operating partner of Duke Street Capital (London).

 

9


Table of Contents

 

Patrick A. Thiele, President and Chief Executive Officer

 

LOGO

  

Age:

  

56

     
   Director Since:    December 2000
   Committees:   

Finance & Risk Management Committee

Human Resources Committee

  

 

Biography:

  

 

On December 1, 2000 Mr. Thiele became our President and Chief Executive Officer and was appointed to the Board at the same time. Mr. Thiele was employed by CGNU from 1999 to 2000 and served as managing director, group office. From 1978 to 1998 Mr. Thiele was employed by The St. Paul Companies and served as president and chief executive officer of the worldwide insurance operations from 1996 to 1998. Prior to that, Mr. Thiele was chief financial officer of The St. Paul Companies from 1991 to 1996. Mr. Thiele was also a member of the board of directors of The St. Paul Companies and John Nuveen & Co., its investment subsidiary. Mr. Thiele is on the board of overseers of the School of Risk Management and Actuarial Science, St. John’s Campus, New York. Mr. Thiele is a member of the board of directors of ChannelRe Ltd.

Jürgen Zech          

LOGO

  

Age:

  

67

     
   Director Since:    August 2002
   Committees:   

Audit Committee

Compensation Committee

Human Resources Committee

  

 

Biography:

  

 

At the end of 2001 Dr. Zech retired as chairman of the board of management of the insurance group Gerling-Konzern Versicherungs-Beteiligungs-AG, a post he assumed in 1996, having previously served as vice-chairman since 1993. From 1986 Dr. Zech was employed by the reinsurance group Kölnische Rückversicherungs-Gesellschaft AG, Cologne where he served as chairman of the board of executive directors from 1987 to 1992 and as vice-chairman of their subsidiary, Cologne Re. Prior to joining Kölnische Rückversicherungs-Gesellschaft AG, Dr. Zech was with Colonia Versicherung AG, Cologne where he served as a member of the board of executive directors from 1975 to 1985. Dr. Zech has retired from the board of directors of Sauerborn Trust AG, Barclays plc, Barclays Bank plc, ATIS-REAL SA, Adyal SA, Quarzwerk GmbH and Oviesse GmbH. Dr. Zech serves as a non-executive director for Misys plc. Dr. Zech is chairman of Denkwerk GmbH and is also on the board of directors of Seeburger AG and Klinikum der Universität zu Köln, one of the largest hospitals in Germany. Dr. Zech holds a doctorate in business economics from the University of Cologne and an MBA from Insead.

 

10


Table of Contents

OUR EXECUTIVE OFFICERS

 

The following information details the age, position and business experience for each of our named executive officers. Mr. Thiele is described in further detail under the heading “Our Directors” on page 5.

 

Name   Age     Position

Patrick A. Thiele

  56          President & Chief Executive Officer

Albert A. Benchimol

  49     Executive Vice President & Chief Financial Officer

Bruno Meyenhofer

  58     Chief Executive Officer, PartnerRe Global

Scott D. Moore

  54     Chief Executive Officer, PartnerRe U.S.

Costas Miranthis

  43     Chief Actuarial Officer

 

Albert A. Benchimol was appointed as our Executive Vice President and Chief Financial Officer on April 1, 2000. Mr. Benchimol was employed by Reliance Group Holdings, Inc. from 1989 to 2000. He served as senior vice president and treasurer from 1998 to 2000 and as vice president and treasurer from 1994 to 1998. From 1989 to 1994, Mr. Benchimol served as vice president and assistant treasurer. Prior to that, Mr. Benchimol was employed by Bank of Montreal from 1982 to 1989.

 

Bruno Meyenhofer was appointed as our Executive Vice President on the acquisition of the reinsurance operations of Winterthur Insurance Company and became the Chief Operating Officer, Global Reinsurance Operations on April 1, 1999. Effective February 2002 Mr. Meyenhofer was appointed as Chief Executive Officer, PartnerRe Global. Mr. Meyenhofer was a member of the group executive board of Winterthur Insurance Company from 1997 to 1998 and was responsible for reinsurance operations and group risk management and prior to that was senior vice president, reinsurance for Winterthur Insurance Company from 1993.

 

Scott D. Moore has been with the PartnerRe group since December 11, 1993 and in 1998 became the President and Chief Executive Officer of PartnerRe U.S., prior to which he was our Executive Vice President and Chief Financial Officer. Mr. Moore was employed by Crum & Forster Insurance from March 1 to December 10, 1993 as senior vice president and chief financial officer, and from June 1991 to February 1993 he served as senior vice president and chief financial officer of Skandia America Corporation. From 1978 to 1991, Mr. Moore was employed by Coopers & Lybrand, where he was an insurance industry specialist partner.

 

Costas Miranthis was appointed as our Chief Actuarial Officer in May 2002. Mr. Miranthis has responsibility for the group actuarial and risk management function. In addition Mr. Miranthis has executive oversight of the information technology function. Mr. Miranthis holds an MA in Economics from Christ’s College, Cambridge University, UK and is a fellow of the Institute of Actuaries and a member of the American Academy of Actuaries. Mr. Miranthis was employed by Tillinghast—Towers Perrin from 1986 to May 2002, most recently as a principal.

 

11


Table of Contents