Corporate Governance

The Board and Corporate Governance

As a major UK general insurer, the Group has, since 2000, been regulated, most recently by the Financial Conduct Authority (“FCA”) and the Prudential Regulation Authority (“PRA”). We are, therefore, familiar and comfortable with the corporate governance practices and principles expected of a listed company as many have been long established in the Business. The Group also complies fully with the UK Corporate Governance Code and the corporate governance requirements of the Companies Act 2006 and Financial Services and Markets Act 2000 (“FSMA”) (and regulations made thereunder) applicable to it as a result of its insurance and insurance mediation businesses.

The Board

The Board is responsible for leading and controlling the Group and has overall authority for the management and conduct of the Group’s business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal control and risk management (including: financial, operational and compliance controls, and for reviewing the overall effectiveness of systems in place), and for the approval of any changes to the capital, corporate and management structure of the Group.

To assist the Board in carrying out its functions and to ensure there is independent oversight of internal control and risk management, the Board has delegated certain responsibilities to Board committees, which, except for the Nomination Committee, are comprised of Independent Non-Executive Directors. The Nomination Committee is comprised of a majority of Independent Non-Executive Directors. The Chairman of each Board committee reports to the Board on its proceedings after each committee meeting. Each Board committee has agreed Terms of Reference approved by the Board.  One 1 March 2016 the Board agreed to redesignate the Investment Committee as a Management Committee.

Board Meetings

The Board holds regular scheduled meetings throughout the year. Seven scheduled Board meetings were held in 2016.  An annual strategy meeting was also held.  If unable to attend a meeting, Directors are encouraged to provide their views and comments to the Chairman on the matters to be discussed so these can be shared with the other Directors at the meeting.  At each meeting, the Chief Executive Officer and Chief Finance Officer reported on operational and financial performance.

Diversity

Although we do not have a diversity policy, the Group is strongly committed to the merits of diversity at Board level and throughout the Business. We are committed to carrying out candidate searches across the widest possible pool of talent against a set of objective criteria based on merit; but with due regard to the benefits of diversity, including gender.  Currently 33% of the Board are female. Our Group Executive Committee has one woman on a committee of six members (16%). Of our senior managers 33% (16) are female; this becomes 53.5% (15) for managers. Our overall percentage of female staff is 51.5% (807).  We have signed up to the Women in Finance Charter.  We shall continue to develop the potential of women throughout the Group.

The Board

The Board currently comprises nine members: the Chairman, two Executive Directors and six Non-Executive Directors.  The Chairman, Sir Peter Wood, has served in this role since 2000 and, on appointment, was not independent. Of the six Non-Executive Directors, María Dolores Dancausa, Shirley Garrood, Martin Pike, Angela Seymour-Jackson, Alan Rubenstein and Peter Shaw are considered by the Board to be independent for the purposes of the UK Corporate Governance Code.

The Group therefore considers that it complies with the relevant requirements of the UK Corporate Governance Code in relation to the balance of Executive and independent Non-Executive Directors on the Board and with the requirements for composition of the Group’s Audit Committee, Remuneration Committee and Nomination Committee.

Succession Planning and Board Appointments

The Nomination Committee has continued to work on ensuring an appropriate mix among both the Executive and Non-Executive Directors.  It also kept under review the succession planning for Executive Directors, Non-Executive Directors and other senior executives.

Articles of Association

The current articles of association of the Company were adopted on 12 May 2016 and can be found here.

Matters Reserved for the Board

The current Matters Reserved for the Board can be found here.