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 Investment Committee and 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.

Board Meetings

The Board holds regular scheduled meetings throughout the year. Eight scheduled Board meetings were held in 2014. Going forward, there will be seven scheduled Board meetings held each year, plus an annual strategy meeting.
When necessary, we hold additional Board meetings, and in 2014, we held two additional meetings primarily to discuss the proposed acquisition of Gocompare. 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. Meeting attendance by each of the Directors is shown below.At each meeting, the Chief Executive Officer and Chief Finance Officer reported on operational and financial performance.

Diversity

esure 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 40% of the Board are female. Our Operational Executive Committee has two women on a committee of ten members (20%). Of our senior managers 23.1% (5) are female; this increases to 31.2% (34) for managers. Our overall percentage of female staff is 50.1% (817).We shall continue to develop the potential of women throughout the Group.

The Board

The Board comprises eight members: the Chairman, two Executive Directors and five Non-Executive Directors.The Chairman, Peter Wood, has served in this role since 2000 and, on appointment, was not independent. Of the seven Non-Executive Directors:

  • María Dolores Dancausa, Shirley Garrood, Martin Pike and Angela Seymour-Jackson are considered by the Board to be independent for the purposes of the UK Corporate Governance Code; and
  • Peter Ward has served on the Board for more than nine years from the date of his first elections, but isconsidered by the Board to be independent for the purposes of the UK Corporate Governance Code notwithstanding the length of hisservice.

In reaching these conclusions regarding the independence of Peter Ward, the Board has:

  • Considered the requirements of the UK Corporate Governance Code and the nature of the relationships and circumstances outlined above which are relevant to the Board’s determination of independence; and
  • Evaluated the historic contribution of these Directors to the Group in scrutinising the performance of management, monitoring the reporting of performance and constructively challenging and assisting the development of the Group’s proposals on strategy.

In addition to the assessment of independence pursuant to the UK Corporate Governance Code, the Board also believes that the ongoing involvement of Peter Ward as Non-Executive Directors (and fulfilling roles recommended for independent non-executives by the UK Corporate Governance Code) is in the best interests of the Group and shareholders bearing in mind his extensive experience of, and detailed knowledge of, the Business.

The Company 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 amongst both the Executive and Non-Executive Directors.

Articles of Association

The current articles of association of the Company were adopted on 27 March 2013 and can be found here.

Matters Reserved for the Board

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