Accountability
Directors’ remuneration report
Non-executive directors’ fees, appointment and removal
The fees paid during the year to non-executive directors of the Company are included in the ‘Directors’ remuneration received’ table earlier in this report. Current fees per annum are shown in the table below. These include fees paid in respect of subsidiary directorships, when applicable, other than for Mr Holt’s nonexecutive directorship of Amlin Bermuda Ltd which will be paid on a per meeting basis. Such fees, other than those of the Chairman, are determined (in respect of UK companies) by the full Board. The Board receives recommendations in this respect from a committee chaired by the Chairman, with the Chief Executive and two other directors (one executive and one non-executive member of the Committee, each of which usually changes each year) as the other members. Recommendations and decisions are made taking account of professional advice and other information on the level of such fees paid by comparable companies for comparable services.
The Chairman’s remuneration is determined by similar criteria, but by the Remuneration Committee. The minimum time commitments given by each director, as detailed in the Board Corporate Governance statement, are also taken into account. The Board’s policy is that nonexecutive fees should be set by reference to the upper quartile of such fees paid by companies of similar size, on account of the above average complexity and regulatory responsibilities involved. Each non-executive director is paid a basic fee and may be paid further for additional services, such as additional committee or subsidiary Board responsibilities.
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Non-executive directors have contracts for services rather than employment contracts. They are not eligible for any of the Group’s pension, share or incentive schemes. Their terms of appointment are formalised in letters of appointment, copies of which are available for inspection at the Company’s registered office and which are updated from time to time. They are appointed on the recommendation of the Nomination Committee, usually for a three year term, and may be removed, or not nominated for re-election at the end of their term, in each case in accordance with the Articles of Association of the Company. The commencement and expected year of expiry of each of the nonexecutive directors’ current terms are set out in the table above.
If a non-executive director is not nominated or re-elected at the end of a term of office, the director is not entitled to any extra payment on termination. In other circumstances three months’ notice of termination may be given by either side.
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