Document/ExhibitDescriptionPagesSize
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2: EX-10.6 Material Contract HTML 180K
3: EX-10.7 Material Contract HTML 172K
4: EX-21.1 Subsidiaries List HTML 57K
5: EX-22.1 Published Report re: Matters Submitted to a Vote HTML 43K
of Security Holders
6: EX-23.1 Consent of Expert or Counsel HTML 43K
7: EX-23.2 Consent of Expert or Counsel HTML 44K
12: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 57K Awarded Compensation
8: EX-31.1 Certification -- §302 - SOA'02 HTML 48K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 48K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 44K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 44K
18: R1 Cover Page HTML 119K
19: R2 Audit Information HTML 49K
20: R3 Consolidated Balance Sheets HTML 153K
21: R4 Consolidated Balance Sheets (Parenthetical) HTML 63K
22: R5 Consolidated Statements of Operations HTML 150K
23: R6 Consolidated Statements of Comprehensive Income HTML 77K
(Loss)
24: R7 Consolidated Statements of Changes in HTML 106K
Shareholders' Equity
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26: R9 Organization HTML 47K
27: R10 Significant Accounting Policies HTML 88K
28: R11 Acquisition of Validus HTML 124K
29: R12 Goodwill and Other Intangible Assets HTML 141K
30: R13 Investments HTML 206K
31: R14 Fair Value Measurements HTML 358K
32: R15 Reinsurance HTML 96K
33: R16 Reserve for Claims and Claim Expenses HTML 612K
34: R17 Debt and Credit Facilities HTML 122K
35: R18 Noncontrolling Interests HTML 123K
36: R19 Variable Interest Entities HTML 74K
37: R20 Shareholders' Equity HTML 72K
38: R21 Earnings Per Share HTML 69K
39: R22 Related Party Transactions and Major Customers HTML 49K
40: R23 Taxation HTML 143K
41: R24 Segment Reporting HTML 256K
42: R25 Stock Incentive Compensation and Employee Benefit HTML 122K
Plans
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44: R27 Derivative Instruments HTML 228K
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46: R29 Subsequent Events HTML 49K
47: R30 Schedule I. Summary of Investments Other Than HTML 74K
Investments in Related Parties
48: R31 Schedule II. Condensed Financial Information Of HTML 166K
Registrant
49: R32 Schedule III. Supplementary Insurance Information HTML 120K
50: R33 Schedule IV. Supplemental Schedule of Reinsurance HTML 61K
Premiums
51: R34 Schedule VI. Supplementary Insurance Information HTML 77K
Concerning Property-Casualty Insurance Operations
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53: R36 Acquisition of Validus (Tables) HTML 115K
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56: R39 Fair Value Measurements (Tables) HTML 409K
57: R40 Reinsurance (Tables) HTML 95K
58: R41 Reserve for Claims and Claim Expenses (Tables) HTML 578K
59: R42 Debt and Credit Facilities (Tables) HTML 93K
60: R43 Noncontrolling Interests (Tables) HTML 107K
61: R44 Shareholders' Equity (Tables) HTML 57K
62: R45 Earnings Per Share (Tables) HTML 68K
63: R46 Taxation (Tables) HTML 139K
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Plans (Tables)
66: R49 Statutory Requirements (Tables) HTML 106K
67: R50 Derivative Instruments (Tables) HTML 219K
68: R51 Commitments, Contingencies and Other Items HTML 72K
(Tables)
69: R52 ACQUISITION OF VALIDUS - Overview (Details) HTML 67K
70: R53 ACQUISITION OF VALIDUS - Schedule of Purchase HTML 64K
Price (Details)
71: R54 ACQUISITION OF VALIDUS - Schedule of Fair Value of HTML 107K
Net Assets Acquired and Liabilities Assumed
(Details)
72: R55 ACQUISITION OF VALIDUS - Schedule of Identifiable HTML 78K
Intangible Assets (Details)
73: R56 ACQUISITION OF VALIDUS - Schedule of Financial HTML 63K
Results (Details)
74: R57 ACQUISITION OF VALIDUS - Taxation (Details) HTML 63K
75: R58 ACQUISITION OF VALIDUS - Schedule of Supplemental HTML 50K
Pro Forma Information (Details)
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Plan (Details)
77: R60 Goodwill and Other Intangible Assets - Schedule of HTML 58K
Intangible Assets and Goodwill (Details)
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(Details)
79: R62 Goodwill and Other Intangible Assets - Schedule of HTML 57K
Goodwill and Other Intangible Assets Included in
Equity Method Investments (Details)
80: R63 Goodwill and Other Intangible Assets - Schedule of HTML 78K
Finite-Lived Intangible Assets by Major Class
(Details)
81: R64 Goodwill and Other Intangible Assets - Schedule of HTML 81K
Expected Impairment Charges and Amortization
Expense (Details)
82: R65 Investments - Schedule of Fair Value of Fixed HTML 81K
Maturity Investments Trading (Details)
83: R66 Investments - Schedule of Contractual Maturities HTML 72K
of Fixed Maturity Investments (Details)
84: R67 Investments - Schedule of Fair Value of Equity HTML 83K
Investments (Details)
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Repurchase Agreements (Details)
86: R69 Investments - Schedule of Net Investment Income HTML 66K
(Details)
87: R70 Investments - Schedule of Net Realized and HTML 76K
Unrealized Gains (Losses) on Investments (Details)
88: R71 Investments - Schedule of Other Investments HTML 90K
(Details)
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90: R73 Investments - Schedule of Investments in Other HTML 61K
Ventures, under Equity Method (Details)
91: R74 Investments - Schedule of Equity in (Losses) HTML 58K
Earnings of Other Ventures, Under Equity Method
(Details)
92: R75 Investments - Net Sales (Purchases) of Investments HTML 61K
(Details)
93: R76 Fair Value Measurements - Assets and Liabilities HTML 170K
Measured at Fair Value on a Recurring Basis
(Details)
94: R77 Fair Value Measurements - Narrative (Details) HTML 112K
95: R78 Fair Value Measurements - Quantitative Information HTML 89K
Used As Level 3 Inputs (Details)
96: R79 Fair Value Measurements - Assets and Liabilities HTML 93K
Measured at Fair Value on a Recurring Basis Using
Level 3 Inputs (Details)
97: R80 Fair Value Measurements - Summary of the Balances HTML 49K
Company Has Elected to Account For at Fair Value
(Details)
98: R81 Fair Value Measurements - Company's Portfolio of HTML 55K
Other Investments Measured Using Net Asset
Valuations (Details)
99: R82 Fair Value Measurements - Unconsolidated HTML 51K
Investments Holding a Variable Interest (Details)
100: R83 Reinsurance - Effect of Reinsurance and HTML 74K
Retrocessional Activity on Premiums Written and
Earned and on Net Claims and Claim Expenses
(Details)
101: R84 Reinsurance - Narrative (Details) HTML 83K
102: R85 Reinsurance - Schedule of Activity in the HTML 52K
Allowance Recorded Against Premium Receivables
(Details)
103: R86 Reinsurance - Schedule of Activity in the HTML 51K
Allowance Recorded Against Reinsurance
Recoverables (Details)
104: R87 Reserve for Claims and Claim Expenses - Schedule HTML 63K
of Claims and Claim Expense Reserves by Segment
(Details)
105: R88 Reserve for Claims and Claim Expenses - Schedule HTML 75K
of Liability for Unpaid Claims and Claims
Adjustment Expense (Details)
106: R89 Reserve for Claims and Claim Expenses - Schedule HTML 193K
of Incurred and Paid Claims Development (Details)
107: R90 Reserve for Claims and Claim Expenses - Prior Year HTML 89K
Development of the Reserve for Net Claims and
Claim Expenses (Details)
108: R91 Reserve for Claims and Claim Expenses - HTML 59K
Reconciliation of the Disclosure of Incurred and
Paid Claims Development to the Reserve for Claims
and Claim Expenses (Details)
109: R92 Reserve for Claims and Claim Expenses - Historical HTML 72K
Claims Duration (Details)
110: R93 Reserve for Claims and Claim Expenses - Additional HTML 58K
Information (Details)
111: R94 Debt and Credit Facilities - Schedule of Carrying HTML 100K
Values and Estimated Fair Values of Debt
Instruments (Details)
112: R95 Debt and Credit Facilities - Debt Obligations HTML 95K
Narrative (Details)
113: R96 Debt and Credit Facilities - Schedule of HTML 68K
Maturities of Long-term Debt (Details)
114: R97 Debt and Credit Facilities - Schedule of Credit HTML 61K
Facilities (Details)
115: R98 Debt and Credit Facilities - Credit Facilities HTML 137K
Narrative (Details)
116: R99 Noncontrolling Interests - Summary of Redeemable HTML 60K
Noncontrolling Interest (Details)
117: R100 Noncontrolling Interests - Narrative (Details) HTML 112K
118: R101 Noncontrolling Interests - Schedule of Redeemable HTML 72K
Noncontrolling Interest Activity (Details)
119: R102 Variable Interest Entities - Narrative (Details) HTML 202K
120: R103 Shareholders' Equity - Narrative (Details) HTML 195K
121: R104 Shareholders' Equity - Rollforward of Shares HTML 64K
Issued and Outstanding (Details)
122: R105 Earnings Per Share - Computation of Basic and HTML 77K
Diluted Earnings Per Common Share (Details)
123: R106 Related Party Transactions and Major Customers HTML 91K
(Details)
124: R107 Taxation - Narrative (Details) HTML 95K
125: R108 Taxation - Income (Loss) Before Income Taxes, HTML 72K
Foreign and Domestic (Details)
126: R109 Taxation - Components of Income Tax Benefit HTML 54K
(Expense) (Details)
127: R110 Taxation - Income Tax Reconciliation (Details) HTML 73K
128: R111 Taxation - Deferred Tax Assets and Liabilities HTML 83K
(Details)
129: R112 Segment Reporting - Schedule of Significant HTML 146K
Components of the Company's Revenues and Expenses
(Details)
130: R113 Segment Reporting - Schedule of Gross Premiums HTML 73K
Written Allocated to the Territory of Coverage
Exposure (Details)
131: R114 Stock Incentive Compensation and Employee Benefit HTML 95K
Plans - Narrative (Details)
132: R115 Stock Incentive Compensation and Employee Benefit HTML 90K
Plans - Equity Compensation Other than Options
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133: R116 Statutory Requirements - Statutory Capital and HTML 58K
Surplus (Details)
134: R117 Statutory Requirements - Statutory Net Income HTML 54K
(Loss) (Details)
135: R118 Statutory Requirements - Narrative (Details) HTML 56K
136: R119 Statutory Requirements - Schedule Of Assets Held HTML 61K
Under Trust And Minimum (Details)
137: R120 Statutory Requirements - Schedule Of HTML 58K
Multi-Beneficiary Reduced Collateral Reinsurance
Trusts (Details)
138: R121 Derivative Instruments - Schedule of Location on HTML 134K
Consolidated Balance Sheets and Fair Value of
Principal Derivative Instruments (Details)
139: R122 Derivative Instruments - Schedule of Gain (Loss) HTML 79K
Recognized in Consolidated Statements of
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140: R123 Derivative Instruments - Narrative (Details) HTML 72K
141: R124 Derivative Instruments - Schedule of Derivative HTML 52K
Instruments Designated as Hedges of a Net
Investment in a Foreign Operation (Details)
142: R125 Commitments, Contingencies and Other Items - HTML 95K
Narrative (Details)
143: R126 Commitments, Contingencies and Other Items - HTML 75K
Schedule of Future Minimum Payments, Operating and
Finance Leases (Details)
144: R127 Subsequent Events (Details) HTML 118K
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Investments in Related Parties (Details)
146: R129 Schedule II. Condensed Financial Information Of HTML 140K
Registrant - Balance Sheets (Details)
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Registrant - Balance Sheets Additional Information
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148: R131 Schedule II. Condensed Financial Information Of HTML 107K
Registrant - Statements of Operations (Details)
149: R132 Schedule II. Condensed Financial Information Of HTML 71K
Registrant - Statements of Comprehensive Income
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150: R133 Schedule II. Condensed Financial Information Of HTML 136K
Registrant - Statements of Cash Flows (Details)
151: R134 Schedule III. Supplementary Insurance Information HTML 85K
(Details)
152: R135 Schedule IV. Supplemental Schedule of Reinsurance HTML 58K
Premiums (Details)
153: R136 Schedule VI. Supplementary Insurance Information HTML 77K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
3.3 Compensation Subject to Recovery; Enforcement.
3.4 No Indemnification.
3.5 Exceptions.
3.6 Other Remedies Not Precluded.
3.7 Effective Date.
4 Review
and Approval
Exhibit
97.1
Introduction
The Corporate Governance and Human Capital Management Committee (the “Committee”) of the Board of Directors (the “Board”) of RenaissanceRe Holdings Ltd. (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company. This Policy shall be interpreted to comply with the requirements of Securities and Exchange Commission rules and New York Stock Exchange (“NYSE”) listing
standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and, to the extent this Policy is in any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules.
2 Application – Covered Executives
This Policy applies to any current or former “executive officer,” within the meaning of Rule 10D-1 under the Securities Exchange Act of 1934, as amended, who was employed by the Company or a subsidiary of the Company (each such individual, an “Executive”)
during the applicable Recovery Period, as defined below. This Policy shall be binding and enforceable against all Executives and their beneficiaries, executors, administrators, and other legal representatives.
3 Policy Administration
This Policy shall be administered by the Committee. Any determinations made by the Committee shall be final and binding on all affected individuals. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy, in all cases consistent with the Dodd-Frank Act. The Committee may amend this Policy from time to time in its discretion.
3.1 Recoupment Upon Financial Restatement
If the
Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Financial Restatement”), the Committee shall cause the Company to recoup from each Executive, as promptly as reasonably possible, any erroneously awarded Incentive-Based Compensation, as defined below.
3.2 No-Fault
Recovery
Recoupment under this Policy shall be required regardless of whether the Executive or any other person was at fault or responsible for accounting errors that contributed to the need for the Financial Restatement or engaged in any misconduct.
3.3 Compensation Subject to Recovery; Enforcement
Exhibit 97.1
This Policy applies to all compensation granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial
statements, and any measure that is derived wholly or in part from such measures, whether or not presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission, including stock price and total shareholder return (“TSR”), including but not limited to performance-based cash, stock, options or other equity-based awards paid or granted to the Executive (“Incentive-Based Compensation”). Compensation that is granted, vests or is earned based solely upon the occurrence of non-financial events, such as base salary, restricted stock or options with time-based vesting, bonus awarded solely at the discretion of the Board or Committee and not based on the attainment of any financial measure, and non-equity incentive plan awards earned solely upon
satisfying one or more strategic measures or operational measures, is not subject to this Policy.
In the event of a Financial Restatement, the amount to be recovered will be the excess of (i) the Incentive-Based Compensation received by the Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Financial Restatement, as determined in accordance with the last sentence of this paragraph, or any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (provided that a transition period between the last day of the
Company’s previous fiscal year and the first day of its new fiscal year that comprises a period of nine to 12 months would be deemed a completed fiscal year) (the “Recovery Period”), based on the erroneous data and calculated without regard to any taxes paid or withheld, over (ii) the Incentive-Based Compensation that would have been received by the Executive had it been calculated based on the restated financial information, as determined by the Committee. For this purpose, Incentive-Based Compensation is considered to have been received by an Executive in the fiscal year during which the applicable financial reporting measure was attained or purportedly attained, regardless of when the payment or grant of such Incentive-Based Compensation occurs. The date on which the Company is required to prepare a Financial Restatement is the earlier
to occur of (A) the date the Board or a Board committee (or authorized officers of the Company if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare a Financial Restatement.
For Incentive-Based Compensation based on stock price or TSR, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the Committee shall determine the amount to be recovered based on a reasonable
estimate of the effect of the Financial Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received and the Company shall document the determination of that reasonable estimate and provide it to the NYSE.
The Company may use any legal or equitable remedies that are available to the Company to recoup any erroneously awarded Incentive-Based Compensation, including but not limited to by collecting from the Executive a cash payment or shares of Company common stock or by forfeiting any amounts that the Company owes to the Executive.
3.4 No
Indemnification
Exhibit 97.1
The Company shall not indemnify any Executive or pay or reimburse the premium for any insurance policy to cover any losses incurred by such Executive under this Policy.
3.5 Exceptions
The compensation recouped under this Policy shall not include Incentive-Based Compensation received by an Executive (i) prior to beginning service as an Executive or (ii) if he or she did not serve as an Executive at any time during the applicable Recovery Period. The Committee (or a majority of independent directors serving on the Board) may determine
not to seek recovery from an Executive in whole or part to the extent it determines in its sole discretion that such recovery would be impracticable because (A) the direct expense paid to a third party to assist in enforcing recovery would exceed the recoverable amount (after having made a reasonable attempt to recover the erroneously awarded Incentive-Based Compensation and providing corresponding documentation of such attempt to the NYSE), (B) recovery would violate the home country law that was adopted prior to November 28, 2022, as determined by an opinion of counsel licensed in the applicable jurisdiction that is acceptable to and provided to the NYSE, or (C) recovery would likely cause the Company’s 401(k) plan or any other tax-qualified retirement plan to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
3.6 Other Remedies Not Precluded
The exercise by the Committee of any rights pursuant to this Policy shall be without prejudice to any other rights or remedies that the Company, the Board or the Committee may have with respect to any Executive subject to this Policy.
3.7 Effective Date
This Policy has been adopted by the Committee, effective as of October 2, 2023 (the “Effective Date”) and shall apply to any Incentive-Based Compensation that is received by an Executive
on or after the Effective Date.
4 Review and Approval
This Policy will generally be reviewed on an annual basis by the Group General Counsel. Changes to this Policy must be approved by the Committee.
