The Board of Randall & Quilter Investment Holdings Ltd. (the “Company”) is responsible for the Group’s corporate governance policies and recognises the importance of high standards of integrity. The Company has adopted the Quoted Companies Alliance Code for Small & Mid-sized Quoted Companies 2018 (the “QCA Code”). This statement sets out how we are complying with the 10 principles of the QCA Code as set out in our 2020 Annual Report.
The Group is a leading non-life global specialty insurance company focusing on the Program Management and Legacy Insurance businesses. We are market leaders in our target markets, both of which are experiencing strong secular growth. Our businesses have become key components of the global insurance market and have high barriers to entry which protects our competitive position.
Our Program Management business is a balance sheet light recurring revenue business that charges annual fees for allowing insurance distribution to access its licences to connect with global reinsurers. The Program Management business plays an important role supporting the growth of independent insurance distribution.
The Legacy Insurance business is a balance sheet business that earns high returns on capital deployed by acquiring or reinsuring already expired insurance risk and managing off the exposure. The Legacy Insurance business provides an important form of capital management for existing insurance carriers. The Group leverages its core strengths in origination, underwriting and claims management to compete in the marketplace. The Group’s success is a result of the entrepreneurial spirit of its employees, supported by a culture that prioritises initiative and responsibility to our stakeholders.
The key challenges that the Company faces in the execution of its strategy include: the identification of suitable pipeline opportunities in both core areas; the quality of potential partners; ensuring appropriate due diligence; appropriate returns on its investment portfolio; timely capital raising, and ongoing investment in bench strength and infrastructure to underpin its growth.
These and other risk-related matters are continually monitored by the Group’s risk management function which reports regularly to the Group Board via the Group Risk Committee.
The Group and its core businesses continue to take risk, in order to attain rewards in an informed and controlled manner. This translates into having regard to both potential upside and downside risk, in the context of the overall Group strategy, that aims to optimise return on equity and shareholder value within the Group’s defined risk appetite. As part of its Risk Management Framework, the Group has an established and embedded emerging risks process. This process is forward looking and considers risks which are perceived to be potentially significant, but which may not be fully understood or controllable. The process also recognises that there are emerging elements of crystallised risks. One such example is pandemic risk, identified as emerging risk pre-Covid-19. Accordingly, this continues to appear on the emerging risks radar owing to its ongoing unfolding nature and associated uncertainty. This enables the Group to proactively manage its known and potential risks and uncertainties and the interrelatedness between them.
The overall risk strategy is underpinned by a number of core risk objectives which set the boundaries in order to meet the expectations of capital providers and other stakeholders.
The core objectives of the Group’s Risk Strategy are as follows:
Feedback from investors is obtained through direct interaction with William Spiegel, the Executive Chairman, Alan Quilter, the Chief Executive Officer and Tom Solomon our Chief Financial Officer. The voting record at the Company’s general meetings is monitored and we are pleased that all resolutions proposed in 2020 were passed by shareholders.
There is regular dialogue through the medium of the Company’s corporate brokers, Barclays and Numis Securities, and the Company seeks to take the pulse of shareholder expectations and reactions through its retained advisers.
Following a review process in early 2021 we appointed Barclays to assist us in the next stage of our global development. Our primary investors were offered the opportunity of meeting with William Spiegel following his appointment early in 2020 in order to establish direct and open communication. In addition, William Spiegel met with shareholders after the release of the Group’s 2019 and half year 2020 results.
Due to the impact of Covid-19 related Government measures which were in place at the time of our AGM in July 2020 and the additional shareholder meetings held in May and October 2020, to restrict social gatherings in the interests of safety, these were held as closed meetings, with the presence in person of only sufficient members to form a quorum, with shareholders strongly encouraged to submit their votes by proxy in advance of the meeting. The executive directors made themselves available at a series of remotely held roadshows and individual sessions to ensure all questions and matters of interest raised by shareholders were fully addressed.
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The Company believes that by communicating its strategic and financial objectives on a regular basis, shareholder expectations can be appropriately managed.
The Board has determined that the UN Principles for Sustainable Insurance provide an appropriate framework for the Group’s approach to ESG. While our progress on sustainability is in its early stages, our actions so far are reported in the Sustainability section of our 2020 Annual Report. The Board is aware of the impact that its business activities have on the communities in which the Group’s businesses operate. The Group’s responsibilities to stakeholders including staff, suppliers, customers and wider society are also recognised through the Group’s policies on, for example, modern slavery, data protection, whistleblowing and diversity.
As an insurance business, our key resources are essentially people and capital; the business model recognises the need for access to a skilled employee base, access to skilled intermediaries and a strong capital position. Since the onset of the Covid-19 pandemic in March 2020, the Board has received an update and discussed the impact of Covid-19 on its staff at each of its meetings to ensure that appropriate steps have been taken to ensure their wellbeing.
R&Q is an equal opportunity employer and does not tolerate discrimination of any kind in any area of employment or corporate life. All decisions relating to recruitment, assessment, remuneration and promotion are based on the ability of the individual to do the job, without consideration to race, age, gender, sexual orientation, disability, beliefs, background (except as relevant to the requirements of a position, such as educational qualifications or prior employment experience) or nationality.
R&Q strives to be a responsible employer. Achieving this means creating a workplace that supports and fosters diversity and equal opportunities for all employees by supporting professional development, engagement events and activities that foster teamwork collaboration and employee recognition.
Other key resources and relationships which are important to our business, and with whom the Group is in frequent communication, include regulatory authorities in various jurisdictions and US States, our joint venture partners, our primary bank National Westminster Bank, A.M. Best, and our auditors and external legal advisers to name a few. During 2020 we have had frequent engagement with our lenders in relation to optimising the Group’s principal finance facilities.
Due to the nature of the Group’s businesses, the Board considers that its impact on the environment is minimal and of low risk. However, it seeks to minimise environmental impact through good practice such as reducing paper wastage, use of electronic communications and reducing business travel by making maximum use of telephone and video conference arrangements.
Our approach to risk management and the principal risks to our business and the actions we take to mitigate them are set out in pages 20-24 of our 2020 Annual Report.
The Board has ultimate responsibility for the Group’s system of risk management and internal control and has delegated responsibility for overseeing the management of risk to the Group Risk Committee, chaired by an independent non-executive director. Accordingly, the Board needs to ensure that the Group’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy. This includes not only the Group and its subsidiary companies but also its extended business, including key outsourcers, its supply chains, and its distribution channels. The Group Risk Committee provides a report of its activities to the Board each quarter.
Delivering strategy includes determining the extent of exposure to the identified risks that the Group can bear and/or is willing to take by way of risk tolerance and risk appetite.
As mentioned above, the Group’s approach to risk management together with its identified principal risks and uncertainties, their possible consequences and mitigation are set out in the Principal Risks & Uncertainties section. Through the Group Risk Committee, the Board reviews, evaluates and prioritises risks to ensure that appropriate measures are in place to effectively manage and mitigate those identified, so that the Group risk taking activity remains within its stated risk appetite.
The Group has a mature risk management framework, led by the Chief Risk Officer who has responsibility for monitoring and reporting on the Group’s principal risks together with their mitigation. The Chief Risk Officer also receives the papers submitted to the board meetings of the Company and each of its key operating subsidiaries.
As the Group operates in an entrepreneurial, multi-jurisdictional and highly-regulated environment, the Board, via the Risk Committee and the Risk Management function, has embedded effective risk management within the Group’s culture, to underpin and support the execution of its business strategy.
The Risk Management section of our 2020 Annual Report (incorporated into this governance section by reference) provides an overview of the Group’s risk management framework, including a description of what the Board does to identify, assess and manage risk in addition to the Group’s principal risks and uncertainties, and a description of its risk appetites and its adherence to them. As described in more detail in the Risk Management section, while the principal risks and uncertainties for the Group remain unchanged, the management and oversight thereof has been focussed through the lens of those identified inherent principal risks and uncertainties particularly germane to the business during Covid-19.
The Board considers that the controls in place during 2020 were and continue to be relevant, proportional and appropriate for the needs of the Group, and in addition are sufficiently flexible to evolve with the changing needs of the business.
As at 19 May 2021 the board comprises four non-executive directors and three executive directors. The notable change since our last report is the retirement of Ken Randall as a director and Executive Chairman of the Company. Ken retired from R&Q on 31 March 2021 and William Spiegel succeeded to the position as envisaged on his appointment as Deputy Chairman in January 2020. As Chairman of the Board, William Spiegel leads the Board in the determination of its strategy and in achieving its objectives. As an Executive Director, he is not considered to be independent.
In addition, we had two new Board appointments during the year, Eamonn Flanagan as a non-executive director in June 2020, and Tom Solomon, Chief Financial Officer, who joined the board in September 2020 as the Chief Financial Officer enabling Alan Quilter to focus on his role as Chief Executive Officer. We will continue to address board succession in anticipation of future retirements.
Directors who have been appointed to the Board have been chosen because of the skills and experience they offer. With regard to the non-executive directors, this includes extensive experience in the fields of actuarial, accountancy and insurance. The skills and experience of each of the directors give them the ability to constructively challenge strategy and to scrutinise performance. The Company has adopted a board diversity policy which seeks to improve the diversity amongst its members, including gender balance, in its future appointments.
The Board considers each of the non-executive directors to be fully independent. The Board gives regard to the overall effectiveness of the contribution made by each non-executive director and does not consider a director’s period of service in isolation to determine their independence.
The Senior Independent Director is Alastair Campbell. His role is to provide a sounding board for the Chairman, to act as an intermediary for the other directors where necessary and to provide an additional channel for shareholder communication.
All of the executive directors work full time for the Company. Directors are expected to attend all meetings of the Board and the Committees on which they sit, and to devote sufficient time to the Company’s affairs to enable them to fulfil their duties. In the event that directors are unable to attend a meeting, their comments on papers to be considered at the meeting will be discussed in advance with the Chairman so that their contribution can be included in the wider board discussion. All of our directors will stand for re-election at our next AGM.
We encourage all directors to keep their skills and knowledge up-to-date; they are asked to confirm annually whether they would benefit from any relevant training. The Company Secretary provides updates during the year on significant developments in legal, governance and compliance areas.
New directors complete a tailored induction program to provide them with an in depth understanding of the business and how it operates and training is provided as required in each case. In 2020 we provided a bespoke training session (delivered as a webinar) on the duties and responsibilities of directors, attended by the key directors and senior managers across the Group.
We have an open and transparent approach to management information, with the Executive Chairman, Chief Executive Officer and Chief Financial Officer providing business updates and insights in their regular reports to the Board. This ensures that the directors have a thorough understanding of the Group’s operational activities, the regulatory environment that affects the Group, subsidiary company performance and investor relations.
The Board did not conduct a formal evaluation of its performance in 2020 in view of the significant changes in its composition. An externally evaluated performance review will be conducted during 2021. The diverse range of skills and leadership experience of the non-executive directors enables them to monitor the performance of the executive directors and provide constructive challenge and support to them. Agreed personal objectives and targets including financial and non-financial metrics are set out each year for the executive directors and performance is measured against those metrics.
We are committed to ensuring high standards of corporate and social responsibility. Our employees are key to the continued success of our business and we actively promote their development and ongoing improvement. We promote diversity in our workforce and wholly support equal opportunities in employment. Our recruitment, training and promotion processes are all done on a non-discriminatory basis.
Our ethical values of fitness and propriety, consistent with our business model, are reflected in our System of Governance and detailed in Group-wide policies including matters such as dignity at work, health and well-being, modern slavery, anti-bribery and whistleblowing. The System of Governance document explains that the Group continues to simplify and streamline its business model to promote a completely open culture where we share ideals and are open in passing information up and down through the Group.
The Group accepts that the business model only works with a strong ‘centre’. This centre sets the rules and then delegates their implementation to its subsidiaries (whose boards must include appropriate numbers of group managers and technical specialists) but must also operate global governance processes to ensure that systems and philosophy are being consistently adopted throughout the Group.
The Board is responsible for the Group’s strategy and for its overall management. Our governance structure is designed to help the Board lead the Company within a framework of prudent and effective controls that enable risk to be assessed and managed. In 2020, the Board held five full meetings and scheduled 11 additional meetings to discuss specific matters such as fund raising and M&A opportunities.
The decisions which can only be made by the Board are clearly defined in a formal schedule of matters reserved for its approval. This includes changes to the Group strategy, acquisitions and disposals of a material size and nature, the Group’s risk management strategy and approval of the Group-wide policies and corporate governance arrangements.
The Board regularly reviews the appropriateness of its committee structure from a governance and business perspective. In 2021, following such a review, the Group Capital & Investment Committee was replaced by a dedicated Investment Committee with delegated responsibility for the delivery of the Group’s investment strategy. Where appropriate, the key activities of the GCIC will be assumed by the Board. A non-decision making Transaction Advisory Group has been formed to provide advice across the Group functions in relation to program management and legacy transactions and delivery of the Group’s business strategy.
At each meeting, the Board considers directors’ conflicts of interest. The Company’s bye-laws provide for the Board to authorise any actual or potential conflicts of interest. The Board is aware of the other interests and commitments of its directors and changes to these commitments and interests are reported by the directors. A review of directors’ conflicts is conducted annually.
The Board has a schedule of regular business, financial and operational matters and each Committee has compiled a schedule of work to ensure that all areas for which the Board has responsibility are addressed and reviewed during the course of the year.
The Chairman, aided by the Company Secretary, is responsible for ensuring that the directors receive accurate and timely information. The Company Secretary compiles the Board and Committee papers which are circulated to the directors prior to the meetings. The Company Secretary also ensures that any feedback or suggestions for improvement on board papers is fed back to management. The Company Secretary provides minutes of each meeting and every director is aware of the right to have concerns minuted and to seek independent advice at the Group’s expense where appropriate.
The Board considers that the Group’s governance framework is appropriate and in line with its plans for growth. The System of Governance report, which is approved by the Board, is submitted to the Bermuda Monetary Authority on an annual basis.
The Board delegates certain matters to the Audit, Remuneration & Nominations, Risk, Reinsurance Asset, Investment, Regulatory and Disclosure Committees as well as to ad hoc committees of the Board authorised to deal with specific matters from time to time according to business need. All Board and Committee members are provided with sufficient resources to undertake their duties, including access to internal and external specialist advice at the Company’s expense.
The terms of reference of each committee are available on this website.
No independent external advice was sought by the Board or its Committees during the period.
The Audit Committee is chaired by Alastair Campbell and its other members are Jo Fox, Philip Barnes and Eamonn Flanagan. The Audit Committee has primary responsibility for ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and Auditor relating to the annual accounts and the accounting and internal control systems in use throughout the Group. It also advises the Board on the appointment of the Auditor, reviews their fees and discusses the nature, scope and results of the audit with the Auditor. The Audit Committee meets at least four times a year and has unrestricted access to the Group’s Auditor. The Executive Chairman, Chief Executive Officer and Chief Financial Officer attend the committee meetings by invitation.
Remuneration & Nominations Committee
The Remuneration & Nominations Committee (RemCo) is chaired by Alastair Campbell. Its other members are Philip Barnes, Eamonn Flanagan and Jo Fox. The RemCo reviews the performance of the executive directors and makes recommendations relating to their remuneration and terms of employment. RemCo also has responsibility for senior management succession planning. The Committee meets at least 4 times a year. The Executive Chairman and the Chief Human Resources Officer are routinely invited to attend although they do not take part in any discussion on their own benefits and remuneration.
The Risk Committee is chaired by Philip Barnes and its other members are Jo Fox and the Chief Executive Officer. The Chief Risk Officer, the Head of Governance, Chief Actuary and the Head of Internal Audit also attend. The Risk Committee has responsibility for overseeing the management of risk across the Group, and maintaining the effectiveness of the Group’s risk management framework, systems of internal control, risk policies and procedures and adherence to risk appetite. The Committee meets at least quarterly and provides a report on its activity to the Board. The Executive Chairman and Chief Executive Officer attend the Committee’s meetings by invitation.
Capital & Investment Committee
During 2020, the Group Capital & Investment Committee (GCIC) comprised the Executive Chairman, the Chief Executive Officer, the Chief Financial Officer and the Chief Actuary. It was chaired by the Chief Executive Officer.
The GCIC’s primary purpose was to oversee the Group’s capital management, to monitor Group Solvency requirements and the Group’s investment strategy and implementation. The GCIC also ensured that the necessary financial, legal, regulatory, commercial and personnel due diligence had been undertaken on acquisitions, portfolio transfers and similar investments or structures.
The GCIC had a standing agenda for its quarterly meetings and also meets frequently to consider M&A transactions and new program and investment opportunities. During 2020 the Committee reviewed 41 proposed program management and legacy transactions. Regular presentations were given by the Group’s appointed Investment Managers on the performance of the R&Q funds and their views on the market outlook and future positioning.
*The GCIC was disbanded on 30 April 2021.
The Executive Chairman, the Chief Executive Officer and the Group General Counsel are the current members of the Disclosure Committee. The Committee’s purpose is to review the operation, adequacy and effectiveness of the Group’s disclosure procedures and to assist the Board in fulfilling its responsibilities under the Market Abuse Regulation, AIM Rules and Disclosure Guidelines and Transparency Rules. The Disclosure Committee met on eighteen occasions in 2020. In addition, disclosure matters and share dealing applications were reviewed regularly throughout the year. A larger than usual number of meetings were held in 2020 to ensure careful monitoring for disclosures that might be required due to the impact of Covid-19.
The Regulatory Committee acts on behalf of the Board in relation to regulatory and statutory matters that require acknowledgment, variation, approval or submission by the Company to a competent regulatory body or governmental agency. It also oversees the regulatory relationships between local regulatory authorities and the Company and the subsidiaries within its Group supervision.
The purpose of the Regulatory Committee is to consider matters within its terms of reference where it is not practical to convene a full meeting of the Board or where a response or submission is required by a Regulator or other statutory body outside of the normal cycle of meetings.
The members of the Committee are the executive directors of the Company, William Spiegel, Alan Quilter and Tom Solomon, and the Head of Governance. The Committee held one formal meeting in 2020.
The Investment Committee was established in May 2021 as a reflection of the increased scale and importance of the Group’s investment portfolios to the business model. The Committee’s key purpose is to determine, implement and review an investment strategy to deliver the Group’s agreed investment objectives.
The Investment Committee is chaired by Eamonn Flanagan and its other members are Philip Barnes and the Executive Chairman, William Spiegel. The Chief Financial Officer, Chief Executive Officer, Chief Risk Officer and the head of investments within the finance function, will also attend. The Committee will meet at least 4 times a year.
The Board recognises the importance of effective communication with its shareholders. The Group maintains communication with institutional investors through individual face-to-face meetings with executive directors, particularly following publication of the Group’s interim and full year results. Private shareholders have the opportunity to attend the Annual General Meeting at which questions can be answered.
A range of corporate information (including copies of investor presentations and announcements, and an overview of activities of the Group) is available on the Group’s website.
The Group lists contact details on its website should shareholders wish to communicate with the Board, or with its brokers Numis Securities and Barclays Bank.
In 2020, due to Covid-19 restrictions, in person meetings with investors were replaced by meetings held using teleconference facilities.