CORPORATE GOVERNANCE

The Group is a leading non-life global specialty insurance company focusing on the Accredited R&Q Legacy businesses. We are 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 Accredited 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 Accredited business plays an important role supporting the growth of independent insurance distribution.

The R&Q Legacy 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 R&Q Legacy 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 strategy is to deliver long-term value for our shareholders by transitioning from a capital-based business model to a fee-oriented one and its key pillars are Increasing Fee Income and Capital Efficiency, Enhance Transparency, Automating Processes, Engage Employees, Act Responsibly.

The Board is currently reviewing strategic options to separate Accredited and R&Q Legacy. This will include a legal reorganisation followed by anticipated strategic transactions with third parties. The Board have concluded this will enable both Accredited and R&Q Legacy to have more appropriate capital structures, which will set each on a stronger footing to deliver profitable growth.

In less than five years, the Accredited business has grown into one of the world's largest program managers with over 80 different programs and 200 reinsurance partnerships. Given the size of Accredited, the benefits of separating Accredited and R&Q Legacy have become far clearer.

More information can be found in our Strategic Report on page 9.

The Board recognizes its responsibility to deliver long-term value to shareholders through the execution of the Company’s strategy and is accountable to shareholders for the Company’s performance over the long-term.

The Board is committed to providing shareholders with clear and transparent information on the Group’s strategy and financial performance. Any published announcements, financial reports and key documents are publicly available and are regularly updated on the Group’s website.

Members of the Board have engaged with shareholders extensively throughout the year. Our directors met with the top shareholders several times in 2022 to discuss the $130m capital placing, the Brickell takeover and the requisition notice served by Phoenix (which at the time held over 10% of issued share capital) to remove William Spiegel as a director and appoint Ken Randall as a director. The view of the shareholders has been factored in by the Board in its decision-making.

The Executive Directors have a regular dialogue with the Company’s joint brokers, Barclays and Numis Securities, also the Group’s NOMAD, on the Group’s activities, strategies and performance. Other actions to engage with shareholders during the year include investor roadshows and virtual meetings on financial social media networks. These meetings and discussions give the Board an opportunity to gauge shareholder feedback and expectations.

Our primary investors have met with our independent Non-Executive Chair, Jeff Hayman.

Enquiries from individual shareholders are welcomed. The Board makes itself available to all shareholders at the Company’s Annual General Meeting each year. The results of the Meeting are published via a regulatory news service and on this website.

R&Q recognizes that delivering long-term value to its shareholders relies on maintaining good relations with its wider stakeholders, both internal and external. Each Board decision has a different impact and relevance to each key stakeholder of the business, so having a good understanding of their priorities is important. We do this by building trust and long-term relations with our employees, debt investors, bankers, regulators and insurance partners.

The Board engages directly with some stakeholders, principally our shareholders and employees. Engagement with stakeholders also takes place at different levels within the business and material issues are reported back to the Board or Board Committees, either informally by the Leadership Team or by regular written reports. The Board currently receives regular stakeholder reports on investor relations from the Chair, our People Strategy from the Chief Human Resources Officer and the Group’s regulatory supervision from the Group Head of Compliance and Regulatory Affairs. Employees are invited to attend regular Town Hall events led by the Leadership Team. At the most recent Town Hall event, employees were given an opportunity to ask questions on the separation of the Accredited and R&Q Legacy businesses.

Certain decisions require the Board to balance the different and sometimes competing interest of its key stakeholders in order to promote the long-term success of the Company. Examples include the proposed separation of the Accredited and R&Q Legacy business which has been initiated to set each on a stronger footing to deliver profitable growth for shareholders and the efficiency and transformation programme.

R&Q is committed to operating responsibly and our stakeholders have told us that they expect this of us. Having listened, the Board adopted Acting Responsibly as one of the Company’s strategic pillars and has initiated a new Group-wide ESG strategy which seeks to integrate ESG into everything we do. Our ESG journey is described in the Working Responsibly section on pages 18 to 24 of our 2022 Annual Report.

The Board defines the Group's risk appetite and is responsible for determining the nature and extent of both the upside and downside risks that it is willing to take in order to deliver the Group's strategy.

The Board, assisted by the Group Risk and Compliance Committee, monitors and reviews the Group’s risk management and internal controls framework. It is further assisted by the Audit Committee which reviews the Group’s systems of internal financial controls on an annual basis. The Risk Management section on page 56 of our 2022 Annual Report explains the three lines of defence model and this material is incorporated into this Corporate Governance Section by reference.

The principal risks and uncertainties affecting the Group and mitigating actions are set out on pages 25 to 27. These and other risk related matters are continually monitored by the Group’s Risk function which reports regularly to the Board via the Group Risk and Compliance Committee.

Our Board of Directors

On 31 March 2023, Jeff Hayman was appointed Independent Non-Executive Chair. William Spiegel assumed the role of Group Chief Executive Officer and remains a director.

Robert Legget joined the Board on 26 August 2022 and is the Senior Independent Director and a member of the Audit Committee, Investment Committee and Remuneration, Nominations and Governance Committee.

Alastair Campbell retired from the Board, after the conclusion of his nine-year term. The appointment of another Non-Executive Director was deferred until the new Chair had been appointed and has a chance to become acquainted with the Board.

Philip Barnes has surpassed his nine-year tenure. However, given the delay in appointing a new Non-Executive Director, the Board has expressed desire to retain Philip Barnes’ experience on the Group while the separation of the Accredited and R&Q Legacy businesses is undertaken. Philip Barnes will continue as the Chair of the Group Risk and Compliance Committee. The Board considers Philip Barnes as independent as he continues to make independent contributions and challenges management.

The recruitment process to appoint the new Directors is discussed in the Remuneration, Nominations and Governance Committee Chair Report on pages 46 to 49 of the 2022 Annual Report.

Composition of the Board

The Board is led by Jeff Hayman, Independent Non-Executive Chair, whose role is to provide strong and effective leadership of the Board, to ensure that the Board is effective in its task of setting and implementing the Group’s direction and strategy and to ensure the Board is structured effectively to observe the highest standards of integrity and corporate governance. Jeff was considered to be independent on his appointment.

The Non-Executive Directors comprise Philip Barnes, Eamonn Flanagan, Jo Fox and Robert Legget, who are all judged to be independent. They provide an external perspective, independent oversight and constructive challenge to the Executive Directors and Senior Management Team by using their broad range of experience and expertise. All the Non-Executive Directors are able to commit the time necessary to fulfil their respective roles, including making themselves available at short notice when required.

Robert Legget replaced Alastair Campbell as the SID. His role is to provide a sounding board for the Chair, to act as an intermediary for other Directors where necessary and to provide an additional channel for shareholder communication.

There are three Executive Directors on the Board: William Spiegel, Group Chief Executive Officer, Alan Quilter, Group Head of Accredited, and Tom Solomon, Group Chief Financial Officer. They work full-time for the Company and are responsible for the day-to-day running of the Group’s businesses and the development and implementation of strategy and decisions made by the Board, and operational management of the Group.

Board balance and independence

The Board considers that the current balance of Executive and Non-Executive Directors is appropriate and predominantly independent, ensuring that no one individual or group of individuals dominate the Board’s decision-making, and have the right mix of skills and experience to ensure effective decision-making. The Remuneration, Nominations and Governance Committee reviews the independence of each Non-Executive Director.

To further safeguard its independent judgement and to prevent the undue influence of third parties on the Board’s decision making, the Board operates a conflicts-of-interests policy, which restricts a Director from voting on any matter in which they might have a personal interest unless the Board decides otherwise in accordance with its bye-laws.

Directors who have been appointed to the Board have been chosen because of the skills and experience they offer. The current Directors bring a broad range of commercial and professional capabilities to the Board including financial, insurance, actuarial and governance skills. Their biographies are detailed on pages 34 and 35 of our 2022 Annual Report.

The Board considers its composition regularly as part of the succession planning process and in response to the changing needs of the Group’s business. The appointment of Robert Legget has strengthened the Board's corporate governance experience and his background in capital markets and advising investors is of significant value. The Board also reviewed the succession plan for Executive Directors and Senior Management Team positions.

To maintain their skills and knowledge, the Board is updated on legal, regulatory and governance issues by the Company Secretary, internal and external lawyers, the Company’s NOMAD and the Group’s external auditors, and receives independent advice from other external professionals as required.

In addition, there are regular deep dives from across the business at Board and Committee level to ensure the Directors’ understanding of the Group’s business remains current. Reports are received from Accredited and R&Q Legacy at each Board meeting.

The Board engaged BP&E Global Ltd to undertake an external Board Effectiveness Review of R&Q Insurance Holdings Ltd, the ultimate holding company of the Group in 2021, with findings presented to the Board in November 2021.

During 2022, the Remuneration, Nominations and Governance Committee received updates on the progress of the Executive Directors in implementing these recommendations. Of note, the Board now receives an update on ESG matters at each Board meeting and updates from local CEOs are provided to the Board twice a year. There has also been an improvement in the quality of the papers submitted to the Board for review and the reinstatement of quarterly group meetings with Non-Executive directors.

A formal training programme and the inclusion of Board strategy away days have been added to the 2023 Board timetable. The Board received training on US GAAP during 2022.

In late 2022, R&Q launched it's new global purpose statement and set of values, which are outlined in detail on page 17 of our 2022 Annual Report. A key driver on this journey was to have a clear sense of why we exist as an organisation and a clear sense of what sets of behaviours help support our culture.

The Board was involved in overseeing and approving where the organization landed in this bottom-up approach. Our Purpose reflects the positive impact that we believe we can have on customers and society and our values describe our desired culture and give us all a compass for how we wish to work with each other and those we serve all over the world. A key role of the Board will be to ensure that the Group's purpose, values, culture, and strategy are coherent and are embedded within the business model.

On the recommendation of the Board, a TCFD Working Group was set up to understand the impact of climate change and to meet the requirements of TCFD. During the year, the Board received a proposal on how the Group intends to implement the TCFD recommendations. Further information on the function of the TCFD Working Group is included on pages 20 to 24.

Fitness, propriety and entrepreneurialism are key aspects of our prevailing corporate culture and are incorporated into our Group-wide policies including dignity at work, health and well-being, whistleblowing and anti-bribery and corruption.

The Board monitors corporate culture through its day-to-day interactions with employees, stakeholder feedback, internal audit reports and notifications of breaches to Group policies.

Our Governance Framework

The Board has a clear corporate governance framework, the structure of which is described on page 40 of our 2022 Annual Report.

Responsibilities of the Board

The Board maintains a formal schedule of matters which are reserved solely for its approval and is permitted under its bye-laws to delegate other responsibilities as appropriate to its Board Committees and Leadership Team.

Matters Reserved for the Board include decisions relating to:

• Strategy and management
• Structure and capital
• Financial reporting and controls
• Contracts
• Communication
• Board and other appointments
• Remuneration
• Delegation of authority
• Corporate governance
• Policies and procedures

The complete Schedule of Matters Reserved for the Board is available here.

Board Committees

The Board is supported by the work of its four principal committees, namely the Audit Committee, the Remuneration, Nominations and Governance Committee, the Group Risk and Compliance Committee, and the Investment Committee. Reports from the Chairs of these Committees outlining their respective roles and work can be found on pages 42 to 55 of our 2022 Annual Report. Other supporting Committees include the Disclosure Committee.

The Disclosure Committee comprises the Group Chief Executive Officer, Chief Financial Officer and Group Head of Accredited. It meets 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 the Disclosure and Transparency Rules.

Our Changing Governance Framework

During 2022, the Remuneration and Nominations Committee was renamed the Remuneration, Nominations and Governance Committee and the terms of reference of this Committee were amended to include additional items in relation to Governance. The terms of reference for all Board Committees were updated and approved by the Board.

How the Board Operates

The Board comprises the Independent Non-Executive Chair, three Executive Directors and four Independent Non-Executive Directors.

The Board met at five scheduled meetings to consider its main business and on 19 further occasions to consider other specific matters, including the $130m equity raise, Brickell takeover attempt and shareholder requisition notice.

The Board has a yearly forward planner of meeting dates and agendas, which allow sufficient time for both routine and non-routine matters to be considered throughout the year. The Chair of the Board sets the agendas for upcoming meetings with the Company Secretary. Board and Committee papers and reports are required to be clear and concise, with any feedback on their content provided to authors by the Company Secretary. They are circulated via a secure Board portal, in advance of meetings to ensure that Directors have time to review them.

The authors of Board papers and reports are sometimes invited to join Board discussions, to enable Directors to gain a deeper understanding of the information provided and to hear from those directly responsible. Minutes and matters arising from meetings are produced by the Company Secretary after the meetings.

Main activities during 2022

• Review of Group’s strategic projects
• Approval of 2021 financial results, 2022 interim financial results and dividend payments
• Reviewing the Group Solvency Report
• Reviewing the Group’s BMA Supervisory College Response
• Amendment of the Company’s Bye-laws
• Approval of Group Tax Strategy and Tax Operational Guidelines
• Further implementation of Project Gateway, the Group's transformation and efficiency programme
• Launched the Company's purpose, values and culture statements
• Review of appropriate accounting framework and selection of US GAAP
• Completed a $130m equity raise
• Refinanced $120m of Letters of Credit
• Modernised the Risk Appetite Framework
• Completed planned R&Q Legacy entity consolidations with significant savings
• Responding to shareholder requisition
• Responding to attempted Brickell take-over

Areas of focus for 2023

• Separation of the Accredited and R&Q Legacy businesses
• Embedding ESG across the Group and business
• Succession planning and remuneration
• Monitoring climate and cyber risk on the business
• Embedding US GAAP
• Working on a standalone credit rating for the Accredited Group
• Cost rationalisation
• Becoming a Signatory to the UN Principles of Sustainable Insurance.

The Board is committed to maintaining effective communication and having constructive dialogue with all its stakeholders.

The Board’s direct engagement with the Company’s stakeholders is principally with its shareholders and employees. Where Directors do not have direct contact with stakeholders, they rely on the Leadership Team and dedicated functions such as compliance and procurement to engage with stakeholders on behalf of the Company and this can take place at both a Group and operational level. Each stakeholder group has a tailored engagement approach and this can range from informal telephone calls, email correspondence, regular meetings, reports and surveys. The aim of all our stakeholder engagement is to build trust and to understand the views, interests and priorities of all stakeholders, which in turn allows us to take stakeholders’ interests into account in key decisions.

Further details of how the Company engages with its key stakeholders can be found on page 37 of our 2022 Annual Report. Details of how the Board understands and meets the needs of its shareholders are outlined in paragraph two of this statement.