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 January, 2006
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
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
Zug, Switzerland - January 18, 2006 - Converium announces comprehensive changes
to its Board of Directors.
The Board of Directors of Converium Holding Ltd will undergo significant
changes. Chairman Peter Colombo will step down at the coming Annual General
Meeting as he indicated at last year's Annual General Meeting. Vice Chairman
Georg Mehl as well as Board members George G.C. Parker and Anton K. Schnyder
will not be standing for re-election when their term expires at the 2006 Annual
General Meeting. At this meeting, to be held on April 11, 2006, the Board of
Directors will propose to Converium's shareholders the election of Lennart
Blecher, Detlev Bremkamp and Harald Wiedmann as new members of the Board.
"The changes announced today are in line with my statement made at the 2005
Annual General Meeting that the rejuvenation of the Board is an important goal.
Following a thorough and successful search the Board of Directors has now
delivered on this promise," commented Chairman Peter Colombo. "It is the next
logical step, now that the Board has successfully resolved the CEO succession by
appointing Inga Beale as of February 1, 2006."
Converium is pleased about the willingness of Lennart Blecher, Detlev Bremkamp
and Harald Wiedmann to stand for election.
Lennart Blecher (50) is an expert in finance and banking. After many successful
years with ABB, he currently serves in a senior management role at
HypoVereinsbank in Munich. Detlev Bremkamp (61) has in-depth knowledge of the
global insurance industry. He has worked for Germany's Allianz Group for more
than 40 years, for the last 15 years until his retirement in December 2005 as a
member of the Group's Management Board. Harald Wiedmann (60) is a respected
audit professional who is well known in the insurance industry. Until the end of
2005, he was CEO of KPMG Deutsche Treuhand-Gesellschaft AG and Chairman of KPMG
Europe, Middle East and Africa.
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CVs
Detlev Bremkamp (German citizen)
Detlev Bremkamp served in a number of functions on the Board of Management at
Allianz AG from 1991 to 2005, including responsibilities for European and
overseas business, marine and aviation, alternative risk transfer and
reinsurance. Prior to being promoted to the Board, he held a number of senior
positions within the Allianz Group between 1971 to 1991, including Managing
Director of Allianz Europe, and as member of the Board of Management within
Allianz Versicherung. Mr. Bremkamp served his apprenticeship with Allianz and
completed further training programs with English insurers, brokers and Lloyd's
of London. He is a member of the supervisory board of ABB AG in Mannheim and
Hochtief AG in Essen, both in Germany. Furthermore, he is on the advisory board
of Lehman Brothers, London, and the Bayerische Landesbank in Munich, Germany. In
addition, Mr. Bremkamp holds a number of board memberships in several other
companies and committees in the financial sector.
Professor Dr. Harald Wiedmann (German citizen)
Professor Dr. Harald Wiedmann has been President of the German Accounting
Standards Board in Berlin, Germany, since 2006. Before that, he worked in a
variety of capacities within the KPMG Group from 1992 to 2005, first as a member
of the Executive Board, then, from 1998 to 2005, as the CEO of KPMG Deutsche
Treuhand-Gesellschaft AG, and, from 2002 until 2005, as Chairman of KPMG Europe,
Middle East and Africa. From 1996 he was a member of the Executive Committee and
the International Board of KPMG International. Prior to its merger with KPMG, he
held a number of positions from 1974 in Peat Marwick Treuhand, an audit firm
based in Frankfurt, Germany, most recently as Managing Partner. Professor
Wiedmann was a member of the Main Technical Committee of the German Institute of
Auditors (Hauptfachausschuss des Institutes der Wirtschaftsprufer) from 1988 to
1997, holding the post of President from 1993. He graduated with a degree in law
from the German University of Munich in 1969 and obtained his doctorate and tax
advisory qualification in 1976. He is an honorary professor at the University in
Frankfurt and the Technical University in Berlin, both in Germany. He is the
author of a number of publications on audit-related subjects and holds several
professional memberships. Presently he is a member of the supervisory board of
Praktiker Bau- und Heimwerkermarkte Holding AG, a company listed in Germany.
Lennart Blecher (Swedish citizen)
Lennart Blecher is Managing Director of the HypoVereinsbank in Munich, Germany,
and is responsible for relationships with major European clients. From 2002 to
2004 he was the Managing Director of Acquisitions & Business Development for GE
Commercial Finance in London. Between 1988 and 2002 he held a number of
positions within the ABB Group in Zurich, Switzerland, including General Counsel
of the Financial Services Group, President of Structured Finance and President
of Equity Ventures. Before working for ABB, Mr. Blecher was an attorney in
Sweden. He obtained a law degree from Lund University in Sweden in 1980 and an
international law qualification from Dallas University in 1985. Mr. Blecher is a
Board member of Nordkap Bank in Zurich, the Volito Group in Malmo, Sweden (as
well as co-owner), AIG Private Bank in Zurich, and Brunswick Rail Leasing in
Russia. He is also a member of the advisory board of EQT Opportunity Fund in
Stockholm, Sweden. During the period from 2000 to 2002 he was Deputy Chairman of
the Swedish Export Credit Corporation.
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Enquiries:
Esther Gerster Zuzana Drozd
Head of Public Relations Head of Investor Relations
esther.gerster@converium.com zuzana.drozd@converium.com
Phone: +41 (0) 44 639 90 22 Phone: +41 (0) 44 639 91 20
Fax: +41 (0) 44 639 70 22 Fax: +41 (0) 44 639 71 20
About Converium
Converium is an independent international multi-line reinsurer known for its
innovation, professionalism and service. Today Converium employs about 600
people in 20 offices around the globe and is organized into four business
segments: Standard Property & Casualty Reinsurance, Specialty Lines and Life &
Health Reinsurance, which are based principally on ongoing global lines of
business, as well as the Run-Off segment, which primarily comprises the business
from Converium Reinsurance (North America) Inc., excluding the US originated
aviation business portfolio. Converium has a "BBB+" rating (outlook stable) from
Standard & Poor's and a "B++" rating (outlook stable) from A.M. Best Company.
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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 ` seek to', `expects', `should continue', `believes',
`anticipates', `estimates' and `intends'. The specific forward-looking
statements cover, among other matters, the Company's internal review and related
restatement, the reinsurance market, the Company's operating results, the rating
environment and the prospect for improving results and expense reductions. 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 the impact of our
ratings downgrade or a further lowering or loss of one of our financial strength
ratings; the impact of the restatement on our ratings and client relationships;
uncertainties of assumptions used in our reserving process; risk associated with
implementing our business strategies and our capital improvement measures and
the run-off of our North American business; cyclicality of the reinsurance
industry; the occurrence of natural and man-made catastrophic events with a
frequency or severity exceeding our estimates; acts of terrorism and acts of
war; changes in economic conditions, including interest and currency rate
conditions that could affect our investment portfolio; actions of competitors,
including industry consolidation and development of competing financial
products; a decrease in the level of demand for our reinsurance or increased
competition in our industries or markets; a loss of our key employees or
executive officers without suitable replacements being recruited within a
suitable period of time; our ability to address material weaknesses we have
identified in our internal control environment; political risks in the countries
in which we operate or in which we reinsure risks; the passage of additional
legislation or the promulgation of new regulation in a jurisdiction in which we
or our clients operate or where our subsidiaries are organized; the effect on us
and the insurance industry as a result of the investigations being carried out
by the US Securities and Exchange Commission, New York's Attorney General and
other governmental authorities; changes in our investment results due to the
changed composition of our invested assets or changes in our investment policy;
failure of our retrocessional reinsurers to honor their obligations or changes
in the credit worthiness of our reinsurers; our failure to prevail in any
current or future arbitration or litigation; and extraordinary events affecting
our clients, such as bankruptcies and liquidations , 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
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/ Terry Clarke
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Name: Terry Clarke
Title: CEO
By: /s/ Christian Felderer
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Name: Christian Felderer
Title: General Legal Counsel
Date: January 18, 2006