Accountability

Nomination Commitee 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 'Board and Committee meetings and attendance' section of the Board’s corporate governance statement that immediately precedes this report.

Activities

During the year the Committee completed the process of recommending the appointment of a further US-based independent non-executive director. This was against the background of one of the US directors, Mr Kemp, retiring in May 2007 and the other, Mr Joslin, having indicated that he was unlikely to seek re-election at the 2008 AGM. An agreed specification was drawn up and, working with external search consultants, Mr Martin (Marty) Feinstein, a US citizen based in California, was recommended for appointment. He joined the Board, and the board of AUL, on 1 December 2007.

The Committee also reviewed the general structure, size and composition of the Board and reviewed a detailed executive succession plan presented by the Chief Executive and the HR Director regarding all the senior executive roles in the Group. This plan identified short term contingency plans for fulfilling each role at short notice as well as, in most cases, one or more potential permanent successors. The Committee discussed the areas of the plan where it was agreed that more consideration was required. The Committee also discussed the continuing renewal of the non-executive directors, considering likely retirement dates, Committee succession, and the timing of further appointments.

No directors’ terms of office expired at the 2007 AGM (although Mr Kemp decided to retire). The senior independent director reported to the Committee on the possible re-election of the Chairman for a further term at the 2008 AGM and the Committee (excluding the Chairman) decided to recommend to the Board that he be proposed for re-election for a further three year term. The Committee also recommended to the Board that Mr Mylvaganam, whose current term of office also expires at the 2008 AGM, be proposed for reelection for a one year term.

An annual self-evaluation was conducted by the Committee of its own terms of reference, composition, procedures, contribution and effectiveness, the conclusions of which were agreed and reported to the Board in November 2007.

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

C C T Pender Secretary
27 February 2008

© Copyright Amlin 2007