annual report 2007 - the Admiral Group plc

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22 CORPORATE GOVERNANCECorporate governanceThe Combined Code on Corporate GovernanceThis report explains key features of the Group’s governance structure, how it applies theprinciples set out in the revised Combined Code on Corporate Governance (the ‘Code’), and theextent to which the Company has complied with the provisions of the Code.The Board complied with the Combined Code in all respects during 2007 except for Code D.1.1,which requires that the Senior Independent Director should attend meetings with a range ofshareholders. The Company has a comprehensive programme of meetings and dialogue withinstitutional investors. The views of investors expressed through this dialogue are communicatedto the Board as a whole through the investor relations report. All Directors can, therefore,develop an understanding of issues or concerns of major shareholders should any be raised.Feedback from shareholders suggests that these arrangements for communication betweenthe Company and its shareholders continue to be viewed by them as effective. The SeniorIndependent Director is always available to meet with individual shareholders on request toensure the Board is aware of any shareholder concerns that cannot be resolved through theroutine mechanisms for investor communications.The Admiral Group BoardThe Board is the principal decision making forum for the Group providing leadership eitherdirectly or through its Committees of Directors and delegated authority. It is responsible toshareholders for setting and achieving its strategic objectives and for its financial and operationalperformance. The Board has adopted a formal schedule of matters specifically reserved to itincluding corporate strategy, approval of budgets and financial results, policies in relation to riskmanagement, health and safety and environmental matters, new Board appointments, proposalsfor dividend payments and the approval of major transactions. This schedule is reviewed on anannual basis and was last reviewed on 30 January 2008.The Board met on eight occasions in 2007. In addition the Board held a strategy day and visitedits operations in Germany. Agendas and papers are circulated to the Board in a timely manner inpreparation for Board and Committee meetings. These papers are supplemented by informationspecifically requested by the Directors from time to time. All Directors are, therefore, able tobring independent judgement to bear on issues such as strategy, performance, and resources.Additional meetings are called when required and there is frequent contact between meetings,where necessary, to progress the Company’s business.During the year the Board carried out an evaluation of itself and its Committees. An externalconsultant facilitated the evaluation process. The process consisted of the completion of aquestionnaire followed by one-to-one discussions between each Director and the facilitator. Afinal detailed report was discussed at a separate meeting in January 2008 at which the Chairmanpresented the findings and the Board had an open discussion resulting in a number of agreedrecommendations. The evaluation concluded that the Board and its Committees performed wellduring the year and are effective in meeting their objectives and fulfilling their obligations. Themain recommendations were related to the focus of Board meeting discussions and improvingthe process by which Non-executive Directors can arrange to spend time informally with seniormanagement within the Group.The Chief Executive, to whom they report, appraises the performance of the individual ExecutiveDirectors annually. The Chairman, taking into account the views of the other Directors, conductsthe performance appraisal of the Chief Executive. The performance of the Chairman is reviewedby the Non-executive Directors, led by the Senior Independent Non-executive Director (JohnSussens), taking into account the views of the Executive Directors.
ADMIRAL GROUP plc 23John Sussens gave individual feedback to the Chairman and was able to confirm that theperformance of the Chairman continues to be effective, and that the Chairman continues todemonstrate commitment to his role.The number of full Board meetings and Committee meetings attended by each Director during2007 is provided in the table below.ScheduledBoardmeetingsAuditCommitteemeetingsNominationsCommitteemeetingsRemunerationCommitteemeetingsTotal meetings held 8 4 2 5Alastair Lyons (Chairman) 8 2Henry Engelhardt(Chief Executive) 8David Stevens(Chief Operating Officer) 8Kevin Chidwick(Finance Director) 8Manfred Aldag 6Martin Jackson 8 4 5Keith James 8 4 2Margaret Johnson 7 4 5Lucy Kellaway 8 2John Sussens 8 5Corporate governance 22 - 29The roles of the Chairman and Chief ExecutiveThe Board has approved a statement of the division of responsibilities between the Chairmanand the Chief Executive. The Chairman is primarily responsible for the workings of the Boardand is not involved in the day-to-day aspects of the business. Save for matters reserved fordecision by the Board, the Chief Executive, with the support of the other Executive Directors,is responsible for the running of the business, carrying out the agreed strategy adopted by theBoard and implementing specific Board decisions relating to the operation of the Group. Thestatement of division of responsibilities and matters reserved for decision by the Board werereviewed in January 2008.Board balance and independenceThe Board currently comprises ten Directors, the Chairman (who was independent onappointment), three Executive Directors, five independent Non-executive Directors and oneNon-executive Director who is employed by a significant shareholder and is not, therefore,considered independent. The Board has accepted the Nominations Committee’s assessment ofthe independence of the five Non-executive Directors and is not aware of any relationships orcircumstances which are likely to affect, or could appear to affect, the judgement of any of them.Independent Non-executive Directors are currently appointed for fixed periods of three years,subject to election by shareholders.
Page 1: annual report 2007
Page 8: 8 CHIEF EXECUTIVE’S STATEMENTChie
Page 11 and 12: ADMIRAL GROUP plc 1167%. Advertisin
Page 13 and 14: ADMIRAL GROUP plc 13Last point of n
Page 15 and 16: ADMIRAL GROUP plc 15UKGROUP£000EUR
Page 17 and 18: ADMIRAL GROUP plc 17Profit commissi
Page 19 and 20: ADMIRAL GROUP plc 19Investments and
Page 21: ADMIRAL GROUP plc 21Reconciliation
Page 25 and 26: ADMIRAL GROUP plc 25This is supplem
Page 27 and 28: ADMIRAL GROUP plc 27During 2007, th
Page 29 and 30: ADMIRAL GROUP plc 29The Committee h
Page 31 and 32: ADMIRAL GROUP plc 31· Approved Fre
Page 33 and 34: ADMIRAL GROUP plc 33The following t
Page 35 and 36: ADMIRAL GROUP plc 35Awards made und
Page 37 and 38: ADMIRAL GROUP plc 37Corporate respo
Page 39 and 40: ADMIRAL GROUP plc 39Impact Area Usa
Page 41: ADMIRAL GROUP plc 41Manfred Aldag (
Page 44 and 45: 44 FINANCIAL STATEMENTSDirectors’
Page 46 and 47: 46 FINANCIAL STATEMENTSAppointments
Page 48 and 49: 48 FINANCIAL STATEMENTSIndependent
Page 50 and 51: 50 FINANCIAL STATEMENTSConsolidated
Page 52 and 53: 52 FINANCIAL STATEMENTSConsolidated
Page 54 and 55: 54 FINANCIAL STATEMENTSNotes to the
Page 56 and 57: 56 FINANCIAL STATEMENTSInvestment i
Page 58 and 59: 58 FINANCIAL STATEMENTSand expected
Page 60 and 61: 60 FINANCIAL STATEMENTS4. Segment r
Page 62 and 63: 62 FINANCIAL STATEMENTS5. Net insur
Page 64 and 65: 64 FINANCIAL STATEMENTSAnalysis of
Page 66 and 67: 66 FINANCIAL STATEMENTS10. Staff co
Page 68 and 69: 68 FINANCIAL STATEMENTSFactors affe
Page 70 and 71: 70 FINANCIAL STATEMENTS16. Property
Page 72 and 73:
72 FINANCIAL STATEMENTS18. Financia
Page 74 and 75:
74 FINANCIAL STATEMENTSLiquidity ri
Page 76 and 77:
76 FINANCIAL STATEMENTSiii) Effecti
Page 78 and 79:
78 FINANCIAL STATEMENTSD) Analysis
Page 80 and 81:
80 FINANCIAL STATEMENTSF) Reconcili
Page 82 and 83:
82 FINANCIAL STATEMENTS23. Obligati
Page 84 and 85:
84 FINANCIAL STATEMENTSStaff share
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86 FINANCIAL STATEMENTS26. Analysis
Page 88 and 89:
88 FINANCIAL STATEMENTS29. Related
Page 90 and 91:
90 FINANCIAL STATEMENTSParent Compa
Page 92 and 93:
92 FINANCIAL STATEMENTSNotes to the
Page 94 and 95:
94 FINANCIAL STATEMENTS8. Reconcili
Page 96 and 97:
NotesADMIRAL GROUP plc
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