Exchange Bond® - The Industry Standard
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Exchange Bond® - The Industry Standard
The Exchange insurance Company Limited
3 America Square
London EC3N 2LR
Tel: +44 (0)20 7256 3970
The Executive Directors and the non executive Chairman and other non-executive directors have spent most of their careers working in major international organisations, and are fully conversant with the standards and level of corporate governance expected in this market for this Company.
The principles and spirit of the Turnbull report will be embedded within the operating culture of the company. However, implementation of these concepts will be proportionate to the size and scale of the venture. Thus the enterprise will seek to balance the advantages of a small entrepreneurial business with the formal control mechanisms and discipline of a large organisation. Without wishing to create unnecessary layers of bureaucracy, however the Executive Directors will “institutionalise” where appropriate, those management tools and techniques that the directors know from experience are fundamental to the success of any business.
The management structure incorporates a board comprised of the Joint Chief Executive Officers, Frank Speight and Graeme Stephen and all the Non-Executive Directors (Peter Lane, John Walley, John Higgins and Nigel Glaister) in addition to the Non-Executive Chairman, John Dowling.
The two Executive Directors, Frank Speight and Graeme Stephen will head up the Management Committee (“ManCom”) which comprises all the Heads of Department and Nigel Pearce as general manager. ManCom meets on a weekly basis.
The board of ExCo meets formally at least on a quarterly basis, though ad hoc meetings occuring as necessary.
Sub-Committees of the board include:
The Non-Executive Chairman chairs all of these sub-committees. Executive Directors may attend the Audit & Compliance and Nomination Committees at the invitation of the Chairman. The Company Secretary will provide the necessary support for the work of these committees. These committees will meet quarterly in advance of the board meetings. The Company’s auditors will report to the Joint Chief Executive Officers, but will have free and unfettered direct access to the Non-Executive Chairman and the Audit and Compliance Sub-Committee.
In addition to the Annual General Meeting for the shareholders, it is proposed to hold an annual meeting for preference shareholders of Brae Group Holdings Limited.
The Executive Directors will assume collective responsibility for all operational decisions and activities, but there will be a general division of labour in terms of certain (controlled/ required) functions:
The entire board will have collective responsibility in particular for the setting investment policy, financial ratings, reinsurance security and all internal risks and controls.
