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Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of October, 2003
CONVERIUM HOLDING AG
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(Translation of registrant's name into English)
Baarerstrasse 8
CH-6300 Zug
Switzerland
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- Not Applicable
Converium Holding Ltd
Zug, Switzerland - October 3, 2003 - Converium today announces the promotion and
appointment of four new members to its Global Executive Committee (GEC). These
appointments are coupled with changes to Converium's organizational and
financial reporting structures. With these changes, Converium achieves full
alignment between structure and strategy.
New Members of Converium's Global Executive Committee appointed
Converium's Global Executive Committee (GEC) has been expanded. The Board of
Directors of Converium Holding Ltd has appointed four new members - Dr Hans
Peter Boller, Christian Felderer, Christoph Ludemann, and Gary Prestia - to the
GEC.
The Board of Directors has also approved changes to the assigned
responsibilities of the GEC. The newly structured GEC is composed of:
Dirk Lohmann - Chief Executive Officer,
and the following Executive Vice Presidents:
Frank Schaar - Standard Property & Casualty Reinsurance,
Benjamin Gentsch - Specialty Lines,
Christoph Ludemann - Life & Health Reinsurance,
Gary Prestia - Chief Technical Officer, Hans Peter Boller - Chief Risk Officer,
Martin Kauer - Chief Financial Officer, and Christian Felderer - General Legal
Counsel.
The CVs of all members of the GEC are attached to this press release.
Richard Smith, CEO of Converium North America and a member of the GEC, has
stepped down as planned from his responsibilities. To ensure an orderly
transition of responsibilities, he will continue to work with the management
team until his normal retirement at the end of 2003.
Amendments to Converium's organizational and financial reporting structure
At the time of its IPO in December 2001, Converium adopted an organizational
model based on geography. This structure was driven by the historical
development of its then parent, Zurich Financial Services. Over its first 22
months as an independent reinsurer, Converium has become more globally
integrated, and the issues of legal entity and geography have become less
relevant criteria when determining business strategy, capital allocation and the
adoption of best practice throughout the organization. It is now apparent that a
structure based on global functional areas is required to ensure that Converium
is fully aligned with its strategy, and to deploy company resources and
capabilities most efficiently.
As a result, the Board of Directors has approved the following changes to the
organizational and financial reporting structures:
-- The new management structure centers on global functional areas and will
replace the current organizational structure, which is primarily based on
geography.
-- There are now three new global business segments:
-- Standard Property & Casualty Reinsurance,
-- Specialty Lines, and
-- Life & Health Reinsurance.
-- Starting with the 3rd quarter 2003, Converium's financial reporting will
reflect the new segment structure. Additionally, Converium will separately
report the administration expenses of its Corporate Center, such as the
Board of Directors, the GEC, and global functions.
With this structure, Converium has fully aligned its operating platform with its
global strategy. At the same time, the new segment reporting structure allows a
better assessment of the execution of Converium's strategy. For the sake of
clarity, please note that there are no changes whatsoever to previously
disclosed consolidated statements of income, balance sheets, cash flow
statements, and management's discussion and analysis of financial condition and
results of operations (MD&A).
The detailed split of lines of business by segment is as follows:
-- Standard Property & Casualty Reinsurance:
-- General Third Party Liability,
-- Motor,
-- Personal Accident (assumed from non-life insurers), and
-- Property;
-- Specialty Lines:
-- Agribusiness,
-- Aviation & Space,
-- Credit & Surety,
-- Engineering,
-- Marine & Energy,
-- Professional Liability and other Specialty Liability, and
-- Workers' Compensation;
-- Life & Health Reinsurance:
-- Life and Disability, and
-- Accident and Health.
Converium will continue to deliver non-traditional/finite solutions to its
clients across all lines of business.
Quotes from Management
Dirk Lohmann, CEO of Converium, said:
"The changes announced today are a logical step in Converium's evolution,
allowing us to fully align our management and financial reporting structures
with our strategy. We will be able to offer our clients even better levels of
service, wherever they are in the world, while giving our stakeholders a clearer
understanding of the strength of our business and its potential for further
growth. These changes enable us to live up to our aspirations to be `the next Re
generation'."
"I am particularly pleased that we were able to staff the new GEC positions with
internal candidates - a true sign of the depth of talent that Converium as an
organization is able to attract, develop and retain."
"Finally, I would personally like to thank Richard Smith for his contribution to
the successful launch of Converium as an independent company. It is a testament
to his leadership that we were able to find so many well-qualified candidates
for new global responsibilities."
Martin Kauer, CFO of Converium, said:
"Structure follows strategy - Converium's new organization consistently follows
our strategy. We are confident that the new segment structure will enhance the
understanding of Converium's strategy, and allow us to become even more
comparable to our peers and more transparent in our financial reporting."
* * * * * * *
The company has made it a policy not to provide any quarterly or annual earnings
guidance and it will not update any past outlook for full year earnings. It
will, however, provide investors with perspective on its value drivers, its
strategic initiatives and those factors critical to understanding its business
and operating environment.
Enquiries:
Michael Schiendorfer Zuzana Drozd
Media Relations Manager Head of Investor Relations
michael.schiendorfer@converium.com zuzana.drozd@converium.com
Phone: +41 (0) 1 639 96 57 Phone: +41 (0) 1 639 91 20
Fax: +41 (0) 1 639 76 57 Fax: +41 (0) 1 639 71 20
About Converium
Converium is an independent leading global multi-line reinsurer. Today Converium
ranks among the top ten professional reinsurers and employs more than 800 people
in 22 offices around the globe. Converium has an "A" rating (stable outlook)
both from Standard & Poor's and A.M. Best Company.
Important Disclaimer
This document contains forward-looking statements as defined in the U.S. Private
Securities Litigation Reform Act of 1995. It contains forward-looking statements
and information relating to the Company's financial condition, results of
operations, business, strategy and plans, based on currently available
information. These statements are often, but not always, made through the use of
words or phrases such as `expects', `should continue', `believes',
`anticipates', `estimates' and `intends'. The specific forward-looking
statements cover, among other matters, the improving reinsurance market, the
expected losses related to the September 11, 2001 attack on the United States,
the outcome of insurance regulatory reviews, the Company's operating results,
the rating environment and the prospect for improving results. Such statements
are inherently subject to certain risks and uncertainties. Actual future results
and trends could differ materially from those set forth in such statements due
to various factors. Such factors include general economic conditions, including
in particular economic conditions; the frequency, severity and development of
insured loss events arising out of catastrophes, as well as man-made disasters
such as the September 11, 2001 attack on the United States; the ability to
exclude and to reinsure the risk of loss from terrorism; fluctuations in
interest rates; returns on and fluctuations in the value of fixed income
investments, equity investments and properties; fluctuations in foreign currency
exchange rates; rating agency actions; changes in laws and regulations and
general competitive factors, and other risks and uncertainties, including those
detailed in the Company's filings with the U.S. Securities and Exchange
Commission and the SWX Swiss Exchange. The Company does not assume any
obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise.
www.converium.com
CVs
Dirk Lohmann is the Chief Executive Officer of Converium. He joined Zurich
Financial Services in September 1997 as Chief Executive Officer of its
reinsurance operation in Zurich and of its German operating subsidiary, Zurich
Ruckversicherung (Koln) AG. In July 1998, Mr Lohmann was appointed as a member
of the Group Executive Board of Zurich Financial Services, serving as the Chief
Executive Officer of its global reinsurance operations. Before joining Zurich
Financial Services, Mr Lohmann held various management positions at Hannover Re
between 1980 and 1997, most recently as a member of the Executive Board of
Management. Mr Lohmann received a Bachelor of Arts degree in economics and
political science from the University of Michigan, Ann Arbor.
Frank Schaar is the Executive Vice President for Standard Property & Casualty
Reinsurance. He joined Zurich Ruckversicherung (Koln) AG as Chief Executive
Officer in 2000. Previously he was employed by Hannover Re for 17 years through
1999, most recently serving as a Managing Director and a member of the extended
board in charge of Asia, Australia and Africa. From 1982 until 1997, Mr Schaar
served as Senior Vice President with responsibility for Germany. Mr Schaar holds
a degree in insurance economics and worked as a lecturer in reinsurance at the
Institute for Professional Development of the Insurance Association in Hannover
for ten years.
Benjamin Gentsch is the Executive Vice President for Specialty Lines. In 1998,
he joined Zurich Re as the Chief Underwriting Officer Overseas where he was
given the task of strengthening the company's position in the Asian, Australian,
African and Latin American markets. In addition, he took charge of the Global
Aviation reinsurance department and built up the Professional Risk and Global
Marine reinsurance departments. In September 2002, Mr Gentsch was appointed
Chief Executive Officer of Converium Zurich. Previously, between 1986 and 1998,
Mr Gentsch held various positions at Union Re, Zurich, where from 1990 he was
responsible for treaty reinsurance business in Asia and Australia. Mr Gentsch
studied business administration at the University of St. Gallen, focusing on
risk management and insurance.
Christoph Ludemann is the Executive Vice President for Life & Health. He joined
Converium in September 2002, bringing to the company 20 years experience in the
reinsurance market. From 1990 until 2002 Mr Ludemann was responsible for
GeneralCologne Re's European and Latin American life and health markets, and
from 1995 until 2002 he was also a member of the Executive Board of
GeneralCologne Re of Vienna. Previously, between 1983 and 1990, he worked as
GeneralCologne Re's Marketing Manager for the Netherlands, Scandinavia and
Austria. Mr Ludemann has a degree in mathematics and insurance economics from
the University of Cologne.
Gary Prestia is the Chief Technical Officer and an Executive Vice President of
Converium. He has overall responsibility for Underwriting Controlling and Cycle
Management, Global Risk Pooling and Retention Management, Global Claims and
Strategic Planning. Mr Prestia joined Zurich Reinsurance (North America) Inc. in
1998. Previously, he held management positions in several insurance and
reinsurance companies, most recently as Senior Vice President for Transatlantic
Re. Mr Prestia is a Chartered Property Casualty Underwriter and Associate in
Reinsurance and holds a Bachelor of Business Administration degree in
property/casualty insurance from the College of Insurance, New York.
Dr Hans Peter Boller is the Chief Risk Officer and an Executive Vice President
of Converium. He is responsible for Risk Management, Pricing, Reserving, Asset
Liability Management (ALM), and Natural Hazard Modeling. He joined in 1999 as
the Chief Actuary for Zurich Re Zurich. Prior to 1999, he was a consultant with
Tillinghast-Towers Perrin. Dr Boller is a fellow of the German Actuarial Society
(DAV) and the Swiss Actuarial Society (SAV), and a member of the International
Actuarial Association (IAA). He serves as Chairman of the Reinsurance
Subcommittee of the IAA and is a member of the Insurance Committee of the Groupe
Consultatif Actuariel Europeen and of the Risk-Based Capital Solvency Structure
Working Party of the IAA, advising the European Commission and supranational
bodies on actuarial matters. Dr Boller holds a Master's degree in economics and
engineering and a doctorate in actuarial science from the University of
Karlsruhe.
Martin Kauer is the Chief Financial Officer and an Executive Vice President of
Converium. He served as Chief Financial Officer of Zurich Financial Services'
global reinsurance operations since July 1998. From 1996 to 1998, Mr Kauer
managed the demutualization of Rentenanstalt/Swiss Life, where he was also
responsible for Strategic Planning and Controlling. Previously, Mr Kauer worked
for Union Bank of Switzerland as an investment banker. Mr Kauer holds a degree
in economics from the University of Zurich.
Christian Felderer is the General Legal Counsel and an Executive Vice President
of Converium. He joined Zurich Re in 1997 and has 20 years experience in the
insurance and reinsurance industry, most recently as Senior Legal Counsel for
Zurich Re and General Counsel for Converium. Between 1990 and 1997 he had
various management responsibilities within the Zurich Group's International
Division, including the establishment and management of the Captives and
Financial Risk Management department and management of the Claims organization
of the International Division. From 1986 to 1990 he was Corporate Legal Counsel
in the General Counsel's Office of the Zurich Insurance Group, and from 1983 to
1986 he was an underwriter in the Casualty department of the International
Division. Mr Felderer has a law degree from the University of Zurich and is
admitted to the Bar of the Canton of Zurich.
* * * * * * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONVERIUM HOLDING AG
By: /s/ Dirk Lohmann
Name: Dirk Lohmann
Title: CEO
By: /s/ Christian Felderer
Name: Christian Felderer
Title: Group General Counsel
Date: October 3, 2003