Corporate Governance reports
 

Report from the Nomination Committee

Purpose

The Nomination Committee (the Committee) is responsible for recommending Board appointments and considering succession planning, 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, management, standards and framework of controls that the Company needs to deliver its vision.

Membership

The Committee was chaired throughout the year by the Chairman of the Company, who is non-executive. Its other four members throughout 2006 and in 2007 to date have been three independent non-executive directors and the Chief Executive. The independent non-executives were Messrs Joslin and Mylvaganam throughout, with Lord Stewartby until 25 May 2006 and Mr Buchanan from the same date.

Terms of reference

The Committee, which is a joint committee of the Boards of the Company and of its principal UK operating subsidiary, Amlin Underwriting Limited, 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 in a non-executive or executive capacity. 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.

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 three times during 2006 (2005: twice).

Nomination Committee attendance 2006

 Number of Committee member meetings attended
N J C Buchanan (appointed 25 May 2006 – maximum possible meetings 1)
 1
R S Joslin
 3
R W Mylvaganam
 3
C E L Philipps
 3
Lord Stewartby (retired 25 May 2006 – maximum possible meetings 2)
 2
R J Taylor
 3
Average % attendance
 100%

Activities

Early in the year the Committee completed the process of recommending the appointment of a further independent non-executive director. An agreed specification had been drawn up in 2005 and, working with external search consultants, Sir Mark Wrightson Bt was recommended for appointment. He joined the Board on 15 March 2006.

On the completion of a number of the non-executive directors’ terms of office, the Committee considered and recommended their renomination at the 2006 AGM. The Committee also recommended to the Board that each of the four executive directors be renominated at the 2006 AGM, as well as changes in committee appointments. Following the retirement of Lord Stewartby at the AGM as Deputy Chairman and senior non-executive director, the Committee recommended that the Deputy Chairmanship be left vacant and that Mr Buchanan be appointed as senior independent non-executive director. All of these recommendation were agreed by the Board.

Both executive and non-executive succession planning continued to be kept under review. Mindful that both of the US non-executive directors have served on the Board for some years, the process of seeking to recruit a new US non-executive director, in due course to replace either or both of the existing ones, was commenced during the year. With a high proportion of the Group’s premium income originating in the US, the Committee (and the Board) wishes to maintain a strong US element on the Board.

An annual self-evaluation was conducted by the Committee of its own composition, procedures, contribution and effectiveness, the conclusions of which were agreed and reported to the Board in November 2006.

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

C C T Pender Secretary
2 March 2007