The Group Executive Committee The Committee also has a role to consider
The Group Executive Committee is comprises succession planning for Executive Directors
the Executive Directors and, for the last four and senior managers; and has a particular remit
months of the year, the Deputy Group Chief to make recommendations on succession
Underwriting Officer. It meets monthly to raise planning for the Chairman and the Chief
and discuss topics such as Group strategy Executive. When considering candidates for
(subject always to Board approval), approval Board roles, the Committee will ensure that an
of senior appointments and remuneration appropriate process is followed to ensure that
(other than Board appointments), management an objective review of the skills, background
of the Group’s trading performance, mergers and time available is undertaken. The Committee
and acquisitions (which are not significant to the will take external advice as appropriate.
Group), significant issues raised by management
and approval of exceptional spend within the It was announced on 30 July 2012 that Robert
limits established by the Board. Below this Childs would succeed Robert Hiscox as
there are local management teams that drive Chairman. A job and person specification was
the local businesses. prepared for the Chairman’s role, and a thorough
search of both internal and external candidates
The Audit Committee was conducted by the recruitment consultancy
The Audit Committee of Hiscox Ltd is chaired Egon Zehnder under the direction of the
by Daniel Healy and comprises Caroline Foulger, Committee. The successful candidate was
Richard Gillingwater, Ernst Jansen, Dr James already a Director of the Company and currently
King, Bob McMillan, Andrea Rosen and Gunnar holds the position of Group Chief Underwriting
Stokholm. The Chairman of the Committee, Officer. As at the date of this report Robert Hiscox
Daniel Healy, is considered by the Board to remains Chairman. However, it is clear that
have recent and relevant financial experience. Robert Childs will not meet the independence
It operates according to Terms of Reference criteria required by the UK Corporate Governance
published on the Group’s website. The Audit Code when he is appointed as Non Executive
Committee meets at least three times a year to Chairman. Notwithstanding this it was felt that
assist the Board on matters of financial reporting, Robert Childs had the strength of character,
risk management and internal control. The Audit the commercial experience and the detailed
Committee monitors the scope, results and cost knowledge of the Group’s business to make him
effectiveness of the internal and external audit an excellent Chairman. The Senior Independent
functions, the independence and objectivity Director represented the Committee throughout
of the external auditors, and the nature and extent the selection process and consulted the
of non-audit work undertaken by the external Company’s major shareholders prior to any
auditors together with the level of related fees. decision being made. As well as Egon Zehnder,
The internal and external auditors have the Senior Independent Director, the Chairman
unrestricted access to the Audit Committee. of the Remuneration and Nomination Committee
All non-audit work undertaken by the Group’s and the Chief Executive interviewed all shortlisted
external auditors with fees greater than £50,000 internal and external candidates.
must be pre-approved by the Audit Committee.
KPMG has confirmed to the Audit Committee In July 2012 the Remuneration and Nomination
that in its opinion it remains independent. Committee became aware that Caroline Foulger
The Committee is satisfied that this is the case. was potentially available as a Non Executive
Director and it was felt that she offered a rare
The Remuneration and combination of qualities, having been a partner
Nomination Committee in PricewaterhouseCoopers (PwC) for ten years
The Remuneration and Nomination Committee and head of PwC’s insurance and reinsurance
comprises Caroline Foulger, Richard practice in Bermuda. Following an evaluation of
Gillingwater, Daniel Healy, Ernst Jansen, the balance of skills, experience, independence
Dr James King, Bob McMillan, Andrea Rosen and knowledge on the Board it was concluded
and Gunnar Stokholm. It is chaired by Andrea that her qualities would be complementary.
Rosen. It operates according to Terms of Interviews were conducted by the Chairman,
Reference published on the Group’s website the Chairman of the Remuneration and
and generally meets three times a year. Nomination Committee, the Chief Executive,
the Chief Financial Officer, the Senior
The Committee’s role in remuneration is Independent Director and the Group Human
described in the Directors’ remuneration report Resources Director. It was concluded that
presented on pages 39 to 46. the Company’s interests would be served
on this occasion by moving swiftly, and following
The Committee’s role in nomination is to monitor nomination by the Committee, the Board
the structure, size and composition of the Hiscox approved the appointment with effect from
Ltd Board and, when Board vacancies arise, to 1 January 2013. Consequently no search firm
nominate, for approval by the Board, appropriate was retained, nor was the position advertised.
candidates to fill those roles. The Committee
is mindful of the need for diversity, including
gender diversity, in the selection process and
in considering an appointment will ensure that
the candidate pool includes at least one female.
Corporate governance Hiscox Ltd Report and Accounts 2012 37