Accountability
Corporate Governance
Regulated subsidiaries within a Group framework
Each of the Group’s business platforms have their own regulated boards: that of Amlin Underwriting Limited (AUL) for the Group’s Lloyd’s operations and that of Amlin Bermuda Ltd (ABL) for Bermuda. As the plc Board has overall responsibility to shareholders and other stakeholders for the Group’s operations, it is at the same time necessary for Board Committees such as the Audit and Nomination Committees to be able to operate effectively in relation to the whole Group.
Amlin addresses this issue both by ensuring that there is sufficient overlap between the memberships of the three boards, as illustrated below, and by the structure of Committee responsibilities at both board and executive management levels. During the year until November, all of the Company’s non-executive directors also served as non-executives on the AUL board but at that time Mr Davey, Mr Mylvaganam and Sir Mark Wrightson stepped aside from that board, leaving the Chairman and Messrs Buchanan and Feinstein (with Mr Holt from 5 January 2009) as non-executives in common. During the year the ABL board had a mixture of executive directors based in Bermuda and non-executives who are also Group executives. Latterly one of these was Mr Holt, who is no longer a Group executive but was re-appointed on 5 January 2009 as a non-executive of ABL as well as of the Company and AUL.
From late November 2008, the Group Chief Executive (Mr Philipps) and the Group Finance Director (Mr Hextall) relinquished their executive positions at AUL, with internal appointments being made of Mr David Harris as AUL’s new Managing Director (previously its Operations Director) and Mr Steve McMurray as its new Finance Director. These changes were made to facilitate a greater concentration of Messrs Philipps’s and Hextall’s time on plc strategic and longer term issues rather than on the day-to-day management of AUL. The ABL board continues to operate independently in Bermuda, with no decisions being made on ABL at the plc Board other than in the Company’s capacity as shareholder. In February 2009, as reflected in the chart click here, ABL appointed a Finance Director, Mrs Elizabeth Murphy. Summary operational reports on both ABL and AUL are made to the plc Board in addition to reports on a Group level.
The Board and Board Committee structure is illustrated in the top chart below. The Audit and Nomination Committees operate as committees of the AUL as well as the plc Board, enabling them to report directly to AUL the conclusions of its reviews of matters that are that board’s regulatory responsibility. These include Syndicate 2001’s reserving and Individual Capital Assessment, controls relating to all business written from the UK and succession planning for key roles within AUL. ABL does not have joint committees with the Company and its board therefore makes reports direct to the plc Board.
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An additional operating company was added to the Group in November 2008 with the acquisition of Anglo French Underwriters (AFU), a Lloyd’s coverholder based in Paris. Although its business is being underwritten at Lloyd’s, mostly by AUL’s Syndicate 2001, it is managed as a separate business supervised by the board of its French intermediate parent company which comprises a mixture of AFU executives and Group representatives including the Group Chief Executive and Group Finance Director. The boards of both AFU and of the other regulated companies in the Group, service companies that obtain business for Syndicate 2001, report to the AUL board.
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