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Board Committees

The Board has established the following committees:

Audit Committee

The Audit Committee comprises Alastair Campbell, Michael Smith and Philip Barnes. The Committee is chaired by Alastair Campbell and meets at least twice each year. The Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on and for meeting with Randall & Quilter’s auditors and reviewing their reports on the financial statement and internal controls.

Terms of Reference

Remuneration and Nominations Committee

The Remuneration and Nominations Committee comprises Alastair Campbell, Michael Smith and Philip Barnes and is chaired by Michael Smith. The Committee is responsible for reviewing the performance of the executive Directors, setting their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant.

Terms of Reference

Group Risk Committee
The Group Risk Committee was formed after the Group’s redomicile to Bermuda.   It is chaired by Philip Barnes and consists of the Head of Governance, CFO, Chief Risk Officer, Chief Actuary and the Head of Internal Audit with the CEO as an attendee, and meets approximately four times a year.

The Committee has responsibility for maintaining, on behalf of the board, the effectiveness of the Group’s risk management framework, systems of internal control, risk policies and procedures and adherence to risk appetite.

Terms of Reference

Capital & Investment Committee
The Capital & Investment Committee consists of the Executive Directors and is chaired by the CFO. The Chief Actuary and Deputy Group CFO attend as appropriate.

The Committee considers transactions and investment opportunities on a regular basis, as well as reviewing and making recommendations with regard to the Group’s investment policy. Its primary purpose is to oversee all aspects of the management of corporate, insurance and syndicate assets owned, managed and related arrangements entered into by or on behalf of companies within the Group.

Terms of Reference

Reinsurance Asset Committee
The Reinsurance Asset Committee is chaired by Michael Smith and consists of the Head of Claims & Reinsurance (UK), CFO, CEO-Insurance Investments Division, UK Client Services Director, Chief Actuary, Head of Group Credit Control, President and Senior Vice President of US Insurance Services Division and the US General Counsel. The Committee meets approximately four times per year.

The Committee monitors and reports on the Group’s owned insurance company reinsurance assets and recommends actions to protect such assets. It also reviews bad and doubtful debt provisions proposed by the Group’s owned insurance companies, reports on reinsurance litigation/arbitration and commutation activity, and makes recommendations on acceptable levels of security for the purchase of insurance and reinsurance cover.

Terms of Reference

Disclosure Committee
The Disclosure Committee comprises the CEO (or the COO as his alternate), the CFO and the Group Company Secretary. It will meet at least annually to review the operation, adequacy and effectiveness of the Group’s disclosure procedures and as necessary for the purpose of assisting the Board in fulfilling its responsibilities under the Market Abuse Regulation, AIM Rules and Disclosure Guidelines and Transparency Rules.

Terms of Reference