Accountability

Corporate Governance

The Board believes that high standards of corporate governance are intrinsic to Amlin’s culture and values:

  • They are central to its core values stated earlier in this Annual Report, such as integrity, professional excellence and sustainability.
  • They underpin the objectivity of such processes as insurance reserving, risk management, balance sheet and investment management, the design and operation of executive remuneration and succession planning.
  • They are the basis for the accountability of executive management to the Board and of the Board to shareholders.

Board Corporate Governance Statement

Board composition and independence

During the year the Board of Amlin plc (the Board or plc Board) comprised: the Chairman, at different times either five or six other nonexecutive directors (of whom at least five at any time were classified as independent) and four executive directors. The changes to Board membership during the year were the retirement of an independent non-executive, Mr Roger Joslin, at the AGM on 24 April 2008 and the appointment of Mrs Christine Bosse as an independent non-executive director from 1 November 2008. Mr Holt retired as an executive director at the end of the year and was subsequently re-appointed in January 2009 as a non-executive. Mr Buchanan served as senior independent non-executive director throughout the year. For biographical details of all the current directors click here.

The non-executive Chairman was independent on his appointment in 1998 but, as Chairman, is not classified as independent. Apart from Mr Mylvagnam from 1 November onwards, all the other non-executive directors during the year have been determined by the Board throughout as being independent in character and judgement with no relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgement. Mr Mylvaganam was re-classified as non-independent from 1 November in view of his service on the Board since 1998 (being first elected by shareholders in 1999). He was re-elected to the Board at the 2008 AGM for a term of office of one year only and relinquished all his Board committee appointments on 31 October 2008.

Good progress
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Having retired as an executive director on 31 December 2008, Mr Holt was re-appointed to the Board as a non-executive director, as a separate appointment on the usual nonexecutive director terms, on 5 January 2009. As a result of his previous role he is classified as non-independent. The composition of the Board at the date of this report therefore remains in balance, consisting of the Chairman, five independent directors and five non-independent directors (Messrs Holt, Mylvaganam and the three ongoing executive directors).