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ecent and relevant financial experience.
The Audit Committee meets at least three times
a year to assist the Board on matters of financial
reporting, risk management and internal control.
The Audit Committee monitors the scope,
results and cost effectiveness of the internal
and external audit functions, the independence
and objectivity of the external auditors, and the
nature and extent of non-audit work undertaken
by the external auditors together with the level
of related fees. The internal and external auditors
have unrestricted access to the Audit Committee.
All non-audit work undertaken by the Group’s
external auditors with fees greater than £50,000
must be pre-approved by the Audit Committee.
KPMG has confirmed to the Audit Committee
that in its opinion it remains independent.
The Committee is satisfied that this is the case.
The Remuneration and Nomination
Committee
The Remuneration and Nomination Committee
comprises Daniel Healy, Ernst Jansen, Dr James
King, Andrea Rosen, Gunnar Stokholm, Dirk
Stuurop and until his death Sir Mervyn Pedelty.
It was chaired, until his death, by Sir Mervyn
Pedelty, with Andrea Rosen as alternate,
and is now chaired by Andrea Rosen. It meets
a minimum of two times a year to deal with
appointments to the Board and to recommend
a framework of executive remuneration.
The Directors’ remuneration report is presented
on pages 37 to 44.
The Conflicts Committee
The Group has a Conflicts Committee which
comprises of independent Non Executive
Directors from within the Group, and chaired by
Dr James King. It meets as and when required.
Conflicts of interest may arise from time to time
because Syndicate 33, Syndicate 3624 and
Meetings and attendance table
Syndicate 6104 are managed by a Hiscox-owned
Lloyd’s Managing Agency. 27.5% of the Names
on Syndicate 33 are third parties and 72.5%
of Syndicate 33 is owned by a Hiscox Group
company. 100% of Syndicate 3624 is owned
by a Hiscox Group company. 100% of Syndicate
6104 is owned by third parties. The Conflicts
Committee serves to protect the interests of the
third-party Syndicate Names. Should such a
potential conflict of interest arise, there is a formal
procedure to refer the matter to this Committee.
Risk Committees
There are a number of committees within the
Group which have been established to oversee
specific risk areas, including underwriting,
reserving, reinsurance credit, liquidity, broker
credit, business continuity and investments.
A Group risk committee ensures risk management
activities are effective and integrated. These
committees comprise Directors of the Company
and its subsidiaries and relevant senior employees.
Performance evaluation
Periodically the Chairman reviews the
performance of the Board as a whole.
He meets with the Non Executive Directors
separately and as a body to discuss a wide
range of issues including the performance
of the Executive Directors. In addition the
Non Executives periodically meet without the
Chairman and Executive Directors to discuss
a similarly wide range of issues concerning
the company including as appropriate the
performance of the Chairman and the Executive
Directors. No major issues concerning Board
performance have been raised during the year.
The Chief Executive held one-to-one meetings
with each of the Executive Directors to discuss
their performance over the year and to set
targets for the year ahead.
Remuneration
Audit and Nomination
Ltd Board Committee Committee
Director Attended Attended Attended
RRS Hiscox 4/4 n/a n/a
BE Masojada 4/4 n/a n/a
SJ Bridges 4/4 n/a n/a
RS Childs 4/4 n/a n/a
DM Healy 4/4 3/3 2/2
ER Jansen 4/4 3/3 2/2
Dr J King 3/4 3/3 2/2
Sir Mervyn Pedelty 3/4 n/a 1/2
AS Rosen 3/4 2/3 2/2
G Stokholm 4/4 3/3 2/2
DA Stuurop 3/4 2/3 2/2
Corporate governance Hiscox Ltd Report and Accounts 2009
35