Annual Report 2008

Nomination Committee report

Terms of reference

The Nomination Committee (the Committee), which is a joint committee of the boards of the Company and of its UK operating subsidiary, Amlin Underwriting Limited (AUL), is responsible for identifying and nominating for the approval of the relevant board or boards, all candidates for board appointment and proposed election or re-election to the Board, whether non-executive or executive. Re-nomination of directors to the Company’s Annual General Meeting (AGM) is considered on a case by case basis before recommendations are made. The Committee’s terms of reference require it to give full consideration to succession planning, taking into account the challenges and opportunities facing the Group and what skills and expertise are needed in the future. The Committee is also responsible for assessing the adequacy of the Group’s contingency and longer term succession plans in respect of the most senior roles below Board level. It also recommends to the Board the appointment of, and changes in, members of the boards’ main Committees. No director may participate in any decision regarding his or her own position. The terms of reference are available in the ‘Corporate Governance’ section of ‘Investor Relations’ on the Company’s website or from the Company Secretary on request.

Membership, meetings and attendance

The Committee’s membership, number of meetings and attendance during the year are set out in the ‘Committee meeting attendance in 2008’ table in the Board Corporate Governance Statement that immediately precedes this report.

Activities

During the year the Committee considered the Board’s requirement for an additional non-UK non-executive director following the retirement from the Board of a US-based non-executive, Mr Joslin, at the 2008 AGM. With a US nonexecutive, Mr Feinstein, having been appointed in December 2007, the Committee recommended to the Board that its previous practice of having two non-UK non-executives should be continued but that, subject to identifying a suitable candidate, the net should be cast wider than the US and that, in particular, a continental European would provide an additional perspective. Mrs Christine Bosse, who is Danish and is Chief Executive of the leading Nordic insurer, TrygVesta A.G., was introduced to the Company. Her background and experience were clearly complementary to those of the existing Board and, following discussions with her during the year, the Committee recommended her appointment as an additional independent nonexecutive director. She joined the Board on 1 November 2008.

The Committee reviewed the general structure, size and composition of the Board and concluded that the present Board balance, including that between independents and nonindependents as summarised in the Board Corporate Governance Statement, remained appropriate. When Mr Holt, the Underwriting Director, decided to retire as an executive Director at the end of the year, the Committee recommended that his experience and judgement would remain valuable to the Board in a non-executive capacity. His re-appointment as a (non-independent) non-executive from early in 2009 was therefore recommended and was agreed by the Board.

As a result of Mr Holt relinquishing his responsibilities in stages during the year, including as a result of an initial period of unexpected absence through illness, the succession plan for underwriters that had been reviewed by the Committee in 2007 was required to be implemented. The Committee reviewed the process and reported to the Board that the contingency plan stood up well and had been successfully implemented. The Committee also reviewed the executive succession plan regarding all the senior executive roles in the Group and agreed the programme of consequential further work subsequent to the changes made during the year. The plan continues to identify short term contingencies for fulfilling each role at short notice as well as, in most cases, one or more potential internal candidates as permanent successors. The Committee also discussed the continuing renewal of the non-executive directors, considering likely retirement dates, Committee succession, and the timing of further appointments.

As reported last year, the Committee recommended to the Board the nomination to the 2008 AGM of Messrs Feinstein, Mylvaganam and Taylor (the Chairman), all of whom were elected or re-elected by shareholders (Mr Mylvaganam for a term of one year and the others for three years). The senior independent director, having consulted all members of the Board, proposed the nomination of the Chairman for re-election to the Committee and subsequently the Board. Prior to the forthcoming 2009 AGM, the Committee recommended that non-executive directors Mrs Bosse, Messrs Buchanan, Davey and Holt, and Sir Mark Wrightson, and executive directors Messrs Carpenter, Hextall and Philipps, should be proposed for election or re-election by shareholders. Mr Mylvaganam, although eligible, had indicated to the Committee that he did not wish to be considered for re-election for a further term.

An annual self-evaluation was conducted by the Committee of composition, procedures, contribution and effectiveness, the conclusions of which were reported to the Board early in 2009.

By Order of the Board, on the recommendation of the Nomination Committee

C C T Pender Secretary
27 February 2009

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