The Board may appoint committees for specific areas from among its members and establish terms of reference and rules with respect to delegated authority and reporting to the Board. The committees assist the Board in performing its duties. To the extent that the committees are not authorized to make resolutions, they discuss and propose matters to the Board to take appropriate actions and pass resolutions. The Board has the following standing committees, which regularly report to the Board and submit proposals for resolutions to the Board.
The Governance and Nominations Committee
Key tasks and responsibilities: In general, the Governance and Nominations Committee
- oversees the Group’s governance and measures it against best practice with a view to ensuring that the rights of the shareholders are fully protected;
- develops and proposes guidelines to the Board for corporate governance and reviews them from time to time;
- ensures compliance with corporate governance disclosure requirements as well as legal and regulatory requirements;
- is entrusted with the succession planning for the Board, the CEO and members of the GEC. In this regard, it proposes the principles for the nomination and ongoing qualification of members of the Board and makes proposals to the Board on the composition of the Board, the appointment of the Chairman, the Vice-Chairman, the CEO and members of the GEC. Final decisions for nominations and appointments are made by the Board, subject to shareholder approval, where required; and,
- reviews the system for management development and supervises progress made in respect of succession planning.
The Governance and Nominations Committee, which meets at least twice a year, consists of the following six non-executive directors:
The Remuneration Committee
Key tasks and responsibilities: In general, the Remuneration Committee
- evaluates regularly the Group’s remuneration system and the remuneration rules and, if appropriate, proposes amendments to the Board which is responsible for the design, implementation and monitoring of the Group’s remuneration architecture.
Further details of the Group’s remuneration governance and the remuneration rules are set out in the Remuneration report on pages 70 to 99;
- proposes the Directors’ remuneration to the Board for approval;
- based on the remuneration rules, negotiates the terms and conditions of employment of the CEO and reviews those of other members of the GEC, as negotiated by the CEO, before submitting them to the Board for approval;
- liaises with the CEO on other important employment, salary and benefit matters;
- reviews performance relating to the senior management’s short-term and long-term incentive plans. In addition, in order to help align remuneration with the Group’s risk-taking capacity, Group Risk Management consults with other governance, control and assurance functions to provide a review of risk factors for consideration when overall performance for annual incentives is assessed. The Chief Risk Officer is available to discuss these findings with the Remuneration Committee and the Board.
The Remuneration Committee, which meets at least twice a year, consists of the following four non-executive directors:
The Audit Committee
Key tasks and responsibilities: In general, the Audit Committee
- serves as a focal point for communication and oversight regarding financial accounting and reporting, internal control, actuarial practice and compliance;
- reviews the Group’s auditing process (including establishing the basic principles relating to and making proposals for the audit of Zurich Insurance Group Ltd and the Group);
- at least annually, reviews the standards of internal control, including the activities, plans, organization and the quality of internal audit and Group Compliance. Internal control and the procedures relating to their review were in accordance with Internal Control: Revised Guidance to Directors on the UK Corporate Governance Code (formerly known as UK Turnbull Guidance) as of October 2005 see pages 67 and 68; and
- reviews the annual, half-year and quarterly financial reporting of the Group before submission to the Board.
The Audit Committee, which meets at least four times a year, consists of the following four non-executive directors:
The Risk Committee
Key tasks and responsibilities: In general, the Risk Committee
- oversees the Group’s risk management, in particular the Group’s risk tolerance, including agreed limits that the Board regards as acceptable for Zurich to bear, the aggregation of agreed limits across the Group, the measurement of adherence to agreed risk limits and the Group’s risk tolerance in relation to anticipated capital levels;
- further oversees the Group-wide risk governance framework, including risk management and control, risk policies, their implementation and the risk strategy and the monitoring of operational risks;
- reviews the methodologies for risk measurement and the Group’s adherence to its risk limits and reviews the performance of the risk management function;
- reviews, with business management and the Group risk management function, the Group’s general policies and procedures and satisfies itself that effective systems of risk management are established and maintained; and,
- receives periodic reports from the Group risk management function and assesses whether significant issues of a risk management and control nature are being appropriately addressed by management in a timely manner.
The Risk Committee, which meets at least four times a year, consists of the following four non-executive directors: