|
|
|
|
|
 |
CORPORATE GOVERNANCE / CORPORATE GOVERNANCE REPORTS
|
|
Board corporate governance statement
|
Purpose
Corporate governance is the framework of business principles,
structures and controls within which the Group, its management,
directors and shareholders operate. Its aim is to ensure:
- accountability;
- transparency of responsibility;
- the appropriate management of conflicts of interest; and
- effective relationships between the Company’s stakeholders,
especially its Board, other decision makers (such as Committees)
and shareholders.
all of which support the Company’s underlying purpose of creating
shareholder value.
This report sets out the practical elements of the Company’s corporate
governance policies and practices. It is followed by separate reports
from the Nomination and Audit Committees and by the Directors’
remuneration report.
Commitment and basis of reporting
The Company is committed to high standards of corporate governance,
including to the principles contained in the revised Combined Code on
Corporate Governance which is appended to the Listing Rules of the
Financial Services Authority (the Combined Code or Code). The Code,
which was published in July 2003, applied formally to the Company for
the first time from 1 January 2004.
This report, together with the Director’s remuneration report, describes
how the Company applied the Main and Supporting Principles of the
Combined Code during the year and, in the section entitled ‘Summary
of Combined Code compliance’ below, highlights the one
provision with which the Company is not yet fully compliant.
Role and responsibilities of the Board, its committees and
the Company Secretary
The schedule of matters reserved to the Board for its own and its
committees’ decisions provides that the Board’s primary obligation is to
lead and control the Company and its business, with exclusive decision
making powers over such matters as: overall strategy and resources;
investment strategy; remuneration policies; accounting policies; and
capital expenditure, acquisitions and debt facilities over certain thresholds.
Matters reserved to the Board also include certain key Group policies,
appointments and categories of public announcements. The detailed
implementation of all these matters, and day-to-day business, are left to
management, which reports formally to the Board at least quarterly on
underwriting, financial and other operational matters and objectives.
The current schedule of matters reserved to the Board is available in the
‘Corporate Governance’ section of ‘Investor Relations’ on the Company’s
website or from the Company Secretary on request.
The Board is supplied in a timely manner with the appropriate
information to enable it to discharge its duties, including providing
constructive challenge to, and scrutiny of, management. Further
information is obtained by the Board from the executive directors
and other relevant senior executives as the Board, particularly its nonexecutive
members, considers appropriate. Procedures are in place for
directors to take independent professional advice, when necessary, at
the Company’s expense.
There is a division of responsibilities on the Board between the
Chairman, who is responsible for leading and running the Board and
related matters such as Board induction and evaluation, and the Group
Chief Executive, who has executive responsibility for running the Group’s
business. A statement detailing this division of responsibilities, which
includes provision for the Chairman’s role in shareholder relations and
in ensuring constructive relations between executive and non-executive
directors, was in place throughout the year. The Deputy Chairman, Lord
Stewartby, is the senior independent director and is designated as an
appropriate director to whom shareholders’ concerns may be conveyed
if contact through the normal channels of Chairman, Chief Executive or
Finance Director has failed to resolve them or is inappropriate.
Key parts of the duties of the Board, notably with regard to Board
appointments, controls, risk management and remuneration-related
matters, are carried out through or on the recommendation of the
Board’s Nomination, Audit and Remuneration Committees. The majority
of the members of the Nomination Committee and all the members of
the other two committees are independent non-executive directors. The
terms of reference of each of these committees, as well as a statement
of the relationship between the Company and its remuneration advisers,
are also available in the ‘Corporate Governance’ section of ‘Investor
Relations’ on the Company’s website or from the Company Secretary on
request. Further details of the membership and activities of each of the
Board’s Nomination and Audit Committees are contained in their separate
corporate governance reports. Similar details of the Remuneration
Committee are contained in the Directors’ remuneration report.
The Board is supported by the Company Secretary who, under the
direction of the Chairman, helps to ensure good communication and
information flows within the Board, including between executive and
non-executive directors and between the Board and its committees (to
all of which either he or his deputy acts as Secretary). He is also, with
the Chairman, a guardian of all Board procedural matters, regularly
advises the Board on governance matters and facilitates the Board
updating and induction work outlined below.
The non-executive directors also met on a number of occasions during
the year without executive directors or other executive management
present, including at least once without the Chairman. The Chairman
chairs full non-executive meetings and the senior independent director
chairs meetings when the Chairman is not present.
Board meetings
The Board meets on a regular basis, holding six main pre-scheduled
Board meetings in 2004 (2003: seven) plus a planning and strategy
day (2003: one). In addition three single item Board meetings were
held at shorter than usual notice (2003: one). The attendance record
during the year of each director at the six main Board meetings was
as follows:
Board meeting attendance 2004
| Committee member |
Number of meetings
whilst a director |
Number of meetings
attended |
|
| N J C Buchanan |
4 |
4 |
| B D Carpenter |
6 |
6 |
| R A Hextall |
6 |
6 |
| A W Holt |
6 |
6 |
| R S Joslin |
6 |
6 |
| K T Kemp |
6 |
5 |
| J M Kennedy |
3 |
2 |
| R W Mylvaganam |
6 |
5 |
| C E L Philipps |
6 |
6 |
| J R Sanders |
3 |
2 |
| J L Stace |
3 |
2 |
| Lord Stewartby |
6 |
6 |
| R J Taylor |
6 |
6 |
|
| Average % attendance |
|
93% |
|
In addition, all ten directors serving in November 2004 attended the
planning and strategy day referred to above. The three formal one-item
meetings, of which all directors received notice and the opportunity to
comment on the proposed business, were attended by six, two and two
directors respectively.
Board terms of appointment, membership and time commitments
The Articles of Association of the Company provide that, following a
director’s election by shareholders at the Annual General Meeting
immediately following his or her initial appointment by the Board,
no director may serve in office in excess of three years before being
required to submit himself or herself to shareholders for re-election.
Details of the procedures whereby appointments and re-appointments
to the Board are considered on a formal, rigorous and transparent
manner, on merit and against objective criteria, are set out in the
Report from the Nomination Committee.
At the start of the year the Board comprised: the Chairman, seven
other non-executive directors (of whom, from January 2004, five were
classified as independent and two not) and four executive directors.
On 22 March 2004 a new independent non-executive director, Mr Nigel
Buchanan, was appointed to the Board and at the Annual General
Meeting (AGM) on 19 May 2004 three non-executives, Messrs Kennedy
(independent), Sanders (independent) and Stace (non-independent),
retired. There were no other changes in the Board during or since the
year and thus from 19 May 2004 to date the Board has comprised: the
Chairman, five other non-executive directors (of whom four are
independent) and four executive directors. Biographical details of all
the current directors are included in the 'Board' section of this report.
The Board continues to satisfy itself that the Chairman has sufficient
time available to devote to his duties as non-executive Chairman
of Amlin. He entered into a minimum time commitment to Amlin
from 2004 onwards of 75 days per annum. Each of the other nonexecutive
directors has also made the following minimum annual
time commitments in respect of their periods of service from
1 January 2004 onwards:
|
Deputy Chairman, Chairman of the Audit
Committee and a member of the Remuneration
and Nomination Committees (Lord Stewartby):
|
35 days
|
Chairman of the Remuneration Committee and
a member of the Audit Committee (until May 2004,
Mr Kennedy; thereafter, Mr Mylvaganam, who is
also a member of the Nomination Committee):
|
30 days
|
| Other non-executive directors (plus an extra
five days if a member of both the Audit and
Remuneration Committees): |
20 days |
|
Further details of the terms of appointment of both the non-executive
and executive directors are set out in the Directors’ remuneration
report, which refers to executive service contracts and non-executive
letters of appointment, copies of both of which are available for
inspection at the Company’s registered office.
Board independence
The non-executive Chairman was independent, in terms of the new
Combined Code, on his appointment in 1998.
Apart from Mr Kemp, from late January 2004 onwards, and Mr Stace,
who served as a non-executive for five months from his retirement
from executive office until leaving the Board in May 2004, all the nonexecutive
directors serving during or since the year were determined
by the Board as being independent in character and judgement
with (in the words of the Combined Code) ‘no relationships or
circumstances which are likely to affect, or could appear to affect,
the director’s judgement’.
Until 31 December 2002 Mr Joslin was Vice Chairman of State Farm
Mutual Automobile Insurance Company (State Farm), which is a 9.8%
shareholder in the Company and until November 2004 provided material
Letter of Credit facilities to the Group (on commercial terms). As stated
in last year’s Annual Report, with effect from 1 January 2004, Mr Joslin
has been classified as independent, notwithstanding provision A.3.1 of
the Code which suggests that a three year period should elapse following
such relationship. The Board continues to consider that an exception to
this provision is justified as neither State Farm nor the Board consider
him as any form of conduit of information between them, he has no
continuing personal interests in State Farm and, most importantly, his
previous directorship of State Farm does not, in practice, affect his
independent judgement as an Amlin director.
Lord Stewartby reached his ninth anniversary as a director of the Company
in October 2004. Notwithstanding provision A.3.1 of the Code regarding
length of service, the Board continues to classify him as independent,
bearing in mind that the merger of the Company with Murray Lawrence in
1998 so transformed the size and scope of the Company’s business as to
render the earlier service of questionable relevance. The Board is also
mindful of the need to maintain sufficient continuity on its Board and on
important Board committees, such as the Audit Committee, where specific
longer term experience of a Lloyd’s underwriting group are particularly
valuable. The Board has resolved that Lord Stewartby remains robustly
independent in character and judgement, has no relationships that are
relevant to such independence and that his circumstances are not such
as to require that his independent status should be altered.
Messrs Kennedy and Sanders, who both left the Board in May 2004,
had also by that time both served on the Board for more than nine
years. As outlined in last year’s corporate governance statement, for
similar reasons to those now applying to Lord Stewartby the Board
continued to classify each of them as independent throughout their
periods of service.
From June 2002 to September 2004 Mr Kemp was temporarily Chief
Financial Officer of Montpelier Re Holdings Limited (Montpelier), with
which the Group’s managed syndicate already had a qualifying quota
share arrangement (on commercial terms) prior to his appointment
to that position. The Board considered that this should not alter his
independent status. However, for commercial reasons the syndicate
entered into more substantive reinsurance arrangements with
Montpelier from January 2004 (again on commercial terms). Although
Mr Kemp was not involved in the negotiation of these arrangements,
the Board considered that the business relationship between Amlin
and Montpelier, of which Mr Kemp presently remains a non-executive
director, had become sufficiently material that it was no longer
appropriate for Mr Kemp to be classified as independent.
Mr Kemp’s re-classification meant that, instead of at least half the
Board being independent non-executive directors throughout the year as
had been envisaged, for most of the year such independents (excluding
the Chairman) comprised less than half the Board. Nonetheless the
Board believes that the continuing value of Mr Kemp to the Board
outweighs this consideration and thus, although he left the
Remuneration Committee in January 2004, he has remained
on the Board.
Directors’ re-elections
The present three year terms of office of Messrs Taylor, Joslin, Kemp
and Mylvaganam, and Lord Stewartby, all expire at the forthcoming
AGM on 18 May 2005. The Board has accepted the recommendations
of the Nomination Committee that they each be nominated for reelection.
In view of his length of service, Lord Stewartby is to be
proposed for a term of office of one year only. The other candidates
are to be proposed for re-election for the usual three year terms.
Board information and professional development
In addition to information about the Company, all directors are provided
with written materials on their responsibilities as directors of a public
company and on other relevant regulatory, legal, accounting and
insurance industry matters, including through web access to a directors’
update service provided by the Company’s lawyers, Linklaters. Update
sessions on technical and/or industry matters are included regularly as
part of Board meetings and, in addition, the Company encourages,
facilitates and monitors other professional development for both
executive and non-executive directors as is required for their particular
roles and responsibilities. The Company maintains a model director
induction programme, which is tailored to suit the needs of any new
director joining the Board. The director who joined the Board during the
year, Mr Buchanan, undertook the programme.
Board evaluation
During the year the Board formally evaluated the performance of the
Board as a whole, its Committees and each director. The evaluations were
initiated by comprehensive questionnaires completed by each director
giving his assessment of both collective and individual performances,
including self-evaluation. The results of the evaluation of the Board as a
whole were summarised by the Chairman and, at its meeting in January
2005, the Board agreed its conclusions. A similar procedure was adopted
by each Board Committee, with the results being reported by each
Committee chairman to the Board.
The Chairman also discussed the conclusions on each individual
director, including the performances of executive directors in respect of
their boardroom as opposed to executive roles, at private meetings with
the director concerned. Executive directors’ managerial roles continue
to be assessed as part of the Group’s well-established executive
Performance Development Review process, in respect of which the
Chief Executive’s performance is reviewed by the Chairman.
The Chairman’s own evaluation, which was also initiated with a
questionnaire completed by all directors, was conducted by the
non-executive directors led by the senior independent non-executive
Director. Conclusions were discussed and agreed with the Chairman by
the senior non-executive director.
As well as providing useful feedback for all concerned, the results of
the evaluations were used when considering nominations for re-election
and in non-executive succession planning.
Relations with shareholders
The Company has been committed for many years to a process of
continuing dialogue with its shareholders. In addition to usual briefings
on financial results, the Company made appropriate contact during the
year with institutional investors and their representative bodies, both as
issues or developments arose and through a series of lunches between
some of the larger shareholders and non-executive directors led by the
Chairman with the Chief Executive in attendance.
Shareholder views on the Company are the subject of specific reports
at Board meetings at least twice annually. An independently conducted
survey of institutional shareholders’ investment criteria, and their
perceptions of the Company, its management and its investor
communications, first conducted in 2003, was repeated in December
2004 and its results were presented to the Board in January 2005.
Further details of investor relations activities are included in the
relevant section of the OFR.
Annual General Meeting participation and voting
Shareholders are encouraged to attend the Annual General Meeting,
when a presentation on the Group’s progress is made each year. The
Company also attaches importance to encouraging a high level of voting
participation at its general meetings, receiving proxies representing 65%,
69% and 76% of its shares in issue at its 2002, 2003 and 2004 AGMs
respectively. Details of electronic proxy voting, which is being made
available for the first time for the 2005 AGM, are included in the
AGM circular and Notice of Meeting. For many years the totals of
proxy votes on each resolution, including details of any votes withheld
(i.e. deliberately abstained), have been announced after each resolution
has been dealt with on a show of hands. In 2004 such proxy voting
results were also announced through a regulatory news service and on the
Company’s website. In the event of a close result as indicated by the
proxies held by the chairman of the meeting, it is the Company’s policy
that the chairman would call a poll, but this has not yet proved necessary.
Accountability and internal control
The Company has an ongoing process for identifying, evaluating and
managing its significant risks. This process has been in place
throughout the year and up to the date of approval of the Annual
Report. The process and its findings are regularly reviewed by the
Audit Committee, which reports on the matter to the Board, and
accords with the guidance in the document ‘Internal Control: Guidance
for Directors on the Combined Code’ published by the Institute of
Chartered Accountants in England and Wales. As discussed in more
detail in the ‘Corporate responsibility’ section of the Directors’ report,
this process explicitly includes the risks, and opportunities to enhance
value, arising from social, environmental and ethical matters. The
directors are responsible for the Company’s systems of internal control
and in respect of the year ended 31 December 2004 the directors have
reviewed the effectiveness of these systems which are designed to
provide reasonable, but not absolute, assurance against material
avoidable loss or misstatement of financial information. They are also
designed to manage rather than eliminate the risk of failure to achieve
business objectives. Other procedures which may assist the
effectiveness of internal controls, such as ‘whistle blowing’ procedures
whereby any member of staff may take matters of concern direct to the
head of Audit & Compliance or, if appropriate, to the Chairman of the
Company or chairman of the Audit Committee, have been put in place
and are regularly reviewed.
Where areas for internal control improvements are identified, action is
taken. The Board has put in place a management structure with defined
lines of responsibility and delegation of authority. The Group also
operates a financial performance monitoring process involving detailed
reporting against budgets and the preparation of longer term projections.
In addition there is reporting to the Board in the ordinary course of
business on key risk management processes, which are described in
more detail in the ‘Risk management’ section of the OFR. The Board
receives regular reports from the Audit Committee which reviews the
following main processes established by the Company to review the
effectiveness of internal control:
- Regular reporting by each division and central function through
an integrated risk management system on the main risks to the
achievement of Group objectives and on the nature and effectiveness
of the controls and other management processes to manage these
risks. Significant risks and the actions taken to manage those risks
are regularly reviewed by the Group’s Risk Committee which comprises
senior executives and is chaired by the head of Audit & Compliance.
The Risk Committee reports to each meeting of the Audit Committee.
- A self-certification process whereby senior managers report on those
parts of the systems for which each of them is responsible.
- Internal audit and compliance monitoring work carried out by the
Group’s Audit & Compliance function, which also provides compliance
advice. The head of Audit & Compliance reports to the Group Chief
Executive and to the Audit Committee. The Group has established
a continuous audit and compliance programme for reviewing and
evaluating the internal controls and compliance procedures used
in the management of risk.
Going concern
The Board has satisfied itself that the Group has adequate resources to
continue in operation for the foreseeable future. The Group financial
statements therefore continue to be prepared on a going concern basis.
Summary of Combined Code compliance
During the year ended 31 December 2004 the Company was in
compliance with all of the provisions of section 1 (companies) of the
Combined Code with the exception of provision A.3.2. For the reasons
set out above in ‘Board independence’, at least half the Board, excluding
the Chairman, did not throughout the year comprise non-executive
directors determined by the Board to be independent. From May 2004
onwards the relevant proportion was four out of nine and from January
to March, it was five out of 11. For a short period from March to May,
before AGM retirements, the 50% level was attained with six out of
12 directors, excluding the Chairman, being independent.
Following Mr Kemp’s reclassification in January 2004 as nonindependent,
the Board considered it more important during the
year under review to achieve measured and phased change in its
composition, balancing renewal with continuity, than to achieve strict
short-term parity between its independent and non-independent
members. Nonetheless, the Board expects parity to be achieved
through the recruitment of a further independent non-executive
director during 2005.
Other than set out in this ‘Summary of Combined Code compliance’
section, the Company has been in full compliance with the Code
provisions set out in section 1 (companies) of the Code throughout,
and since, the year ended 31 December 2004.
By Order of the Board
C C T Pender Secretary
7 March 2005
|
|
Report from the Nomination Committee
|
Purpose
The Nomination Committee is responsible for recommending Board
appointments to the Board, and considering succession planning
issues, so that the Board and its Committees comprise directors, both
executive and non-executive, with the appropriate balance of experience
and qualities to deliver the strategic direction, entrepreneurial
leadership, values, standards and framework of controls that the
Company needs to deliver its vision.
Membership
The Nomination Committee (the Committee) was chaired throughout
the year by the Chairman of the Company, who is non-executive. Its
other four members throughout 2004 and in 2005 to date have been
three independent non-executive directors, Lord Stewartby, Mr Joslin
and Mr Mylvaganam, and the Chief Executive.
Terms of reference
All proposals for appointment, election or re-election to the Board,
whether in a non-executive or executive capacity, are considered
by the Committee, which makes recommendations to the Board. Renomination
of directors to the relevant Annual General Meeting is
considered on a case by case basis before recommendations are
made. The Committee’s terms of reference include responsibility for
keeping under review and advising the Board on such areas as the
Board’s structure and composition, the leadership required to ensure
the continued competitiveness of the Company, succession planning
and committee appointments. 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.
Meetings
The Committee meets as frequently as is required to fulfil its duties.
When there are not specific recommendations or decisions to be made,
the Chairman consults members of the Committee between meetings.
The Committee met once during 2004.
Nomination Committee attendance 2004
| Committee member |
Number of meetings
when a Committee member |
Number of meetings
attended |
|
| R S Joslin |
1 |
1 |
| R W Mylvaganam |
1 |
1 |
| C E L Philipps |
1 |
1 |
| Lord Stewartby |
1 |
1 |
| R J Taylor |
1 |
1 |
|
| Average % attendance |
|
100% |
|
The Committee also met shortly after the year end in January 2005.
Activities
During the year the Committee recommended to the Board the
appointment of a new independent non-executive director. The
Committee had agreed a specification in late 2003, which included the
requirement for someone with relevant, recent financial experience to
join the Audit Committee, on the basis of which its appointed external
search consultants presented a long list, and then a short list, from
which Mr Nigel Buchanan was chosen to be recommended to the
Board. The Committee also recommended his nomination to the AGM,
which took place around two months later, for election by shareholders.
On the Chief Executive’s retirement as a director by rotation, the
Committee also considered and recommended his re-nomination at the
2004 AGM. The Committee also recommended to the Board changes in
committee appointments including a new chairman of the Remuneration
Committee. Succession planning continued to be kept under review,
including the potential recruitment in 2005 of a further independent
non-executive director, the specification for whom was agreed and
delivered to the search consultants in January 2005.
As mentioned in the Board corporate governance statement, the
Committee considered in early 2005 the renomination of existing
directors at the 2005 AGM, taking account of related succession
planning issues and of the Board and individual director evaluations
which took place late in late 2004.
In the latter part of the year a self-evaluation was conducted by
the Committee of its own composition, procedures, contribution and
effectiveness, the conclusions of which were agreed at its meeting in
January 2005.
By Order of the Board, on the recommendation of its
Nomination Committee
C C T Pender Secretary
7 March 2005
|
|
Report from the Audit Committee
|
Purpose
The Audit Committee concentrates on the reporting, control and
compliance aspects of the directors’ and the Group’s responsibilities,
providing independent monitoring, guidance and challenge to executive
management in these areas. Its aim is to ensure that the highest
possible standards of corporate reporting, controls and compliance are
achieved, in the belief that excellence in these areas enhances the
effectiveness, and reduces the risks, of the business.
Membership
The membership of the Audit Committee (the Committee) during the
year, and up to the date of this report, has been as follows:
| Audit Committee members 2004 |
Dates |
|
| N J C Buchanan |
22 March 2004 to date |
| R S Joslin |
1 January 2004 to date |
| R W Mylvaganam |
Prior to 2004 to date |
| J M Kennedy |
Until 19 May 2004 |
| J R Sanders |
Until 19 May 2004 |
| Lord Stewartby |
Prior to 2004 to date |
|
Lord Stewartby served as chairman of the Committee throughout the
year. All of the members of the Committee were at all times classified
by the Board as independent. Throughout the year there was at least
one member with recent and relevant financial experience, including
Mr Joslin from 1 January and Mr Buchanan from 22 March.
The Chairman of the Company, the Group Chief Executive, the Finance
Director and the head of Audit & Compliance usually attend the
Committee’s meetings. At least once a year the Committee meets,
both on its own and with the external auditors, without any executive
management present.
Terms of reference
The Committee’s terms of reference enable it to take an independent
view of the appropriateness of the Group’s accounting policies and
practices. It also considers the appointment and fees (both audit and
non-audit) of the external auditors, who have unrestricted access to it,
and monitors the Group’s compliance, internal control and risk
management procedures. The Committee’s terms of reference, which
take full account of the Smith Report on the role of audit committees,
are available in the ‘Corporate Governance’ section of ‘Investor
Relations’ on the Company’s website or from the Company Secretary
on request.
Meetings
The Committee meets a minimum of four times a year. It met four times
during 2004, when attendance by committee members was as follows:
Audit Committee attendance 2004
| Committee member |
Number of meetings
when a Committee member |
Number of meetings
attended |
|
| N J C Buchanan |
3 |
3 |
| R S Joslin |
4 |
4 |
| R W Mylvaganam |
4 |
3 |
| J M Kennedy |
1 |
0 |
| J R Sanders |
1 |
1 |
| Lord Stewartby |
4 |
4 |
|
| Average % attendance |
|
88% |
|
Activities
In addition to reviewing accounting policies, the Company’s interim and
preliminary results statements and its Annual Report, the Committee
reviewed and reported to the Board on: the managed syndicate’s
Annual Report; the external auditors’ engagement and service plan;
the plans, and work undertaken during the year, of the Group’s Audit &
Compliance Department; the external auditors’ independence and the
extent and reasons for them providing non-audit services (a breakdown
of the fees for which is set out in note 10 to the Accounts);
the arrangements for, and potential effects of, the Group’s change
to International Financial Reporting Standards; the Group’s ‘whistle
blowing’ procedures; and other related matters. Reports were received
from the external auditors in respect of each set of financial
statements, highlighting the material judgemental areas, which were
then discussed by the Committee with executive management and the
auditors at the relevant Committee meeting.
Procedures were operated throughout the year for the approval of any
appointments of the external auditors (or its associated entities) to
provide non-audit services.
Details of the Committee’s role regarding internal control issues are set
out in the ‘Accountability and internal control’ section of the Board
corporate governance statement.
The Committee also monitored the Group’s compliance with Lloyd’s,
Financial Services Authority and other regulatory requirements and
recommendations. Reports to the Committee from the Group’s Audit
& Compliance department included summaries of the findings of internal
audit reports, enabling members of the Committee to question the head
of Audit & Compliance on such reports and to monitor the measures
taken by management to respond to issues raised.
During the year the Committee was updated on technical accounting
developments both by the external auditors and by the Group Finance
Director, and a self-evaluation of its composition, procedures,
contribution and effectiveness was conducted by the Committee and
reported to the Board.
By Order of the Board, on the recommendation of its Audit Committee
C C T Pender Secretary
7 March 2005
|
|
|
|
  |
|
|
|
|
