MEMBER INFORMATION
Reliance Mutual is committed to complying with
the Combined Code on Corporate Governance as relevant to
mutual insurers. The information provided on this website
is intended to allow members to be better informed about
the business and financial position of the Society. It
also gives members the oportunity to contact the Society and
take an active interest in its business.
If you wish to raise a query on your
policy, please contact our Customer Services Team below
For any queries concerning your membership,
you are invited to write to the Chairman or the Chief Executive
at The Great Hall, Mount Pleasant Road, Tunbridge Wells, TN1 1RG.
You
may also contact Mr WJ Cain, who is the Senior Independent Director.
He
can be contacted on
wcain@reliancemutual.co.uk
Strategy
Company Accounts
(click on the left hand menu)
Directors
Letter of Appointment
for Non-Executive Directors
Audit Committee Terms Of Reference
Nomination Committee Terms Of Reference
AGM minutes
STRATEGY
Member Relations
Objectives
The
objectives of our Member Relations Strategy are:
The strategy is the responsibility
of the Board. Its implementation is delegated to the Secretary
who is responsible for the Member Relations function.
Provision of Information to Members
Our aim is to provide members with
appropriate information about the governance of their Society.
Our commitments are:
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To make the following information
available on request and accessible on the Society's website:
information about the rights and obligations of members;
information about member relation strategy and details of how
members can obtain information; Report and Accounts; details of
the Board, including biographies; Terms of Reference of sub committees;
specimen copy of the letter of appointment used for Non Executive
Directors; details of the Annual General Meeting (AGM).
Annual General Meeting (AGM)
Notice and details of the AGM will:
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a review of the Society’s operations during the year and information
on its future strategy;
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the Report and Accounts;
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notification of any major corporate transaction since
the preceding AGM and why the Board believes it was in
the best interests of members;
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a clear description of the resolutions to be voted on;
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details of Board members standing for election/re-election
including details of why the Board believes those candidates
should be elected/re-elected;
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clear details on when and where the AGM is to be held, including
a map.
Review and Reporting
The member relations strategy will
be reviewed annually by the Board.
BOARD OF DIRECTORS
P E OLDHAM MA
Chairman
(Appointed 17/11/1992; Chairman 14/09/2000)
Paul Oldham was investment manager of
the Commercial Union Pension Fund and then the British Steel
Pension Fund. He is currently investment adviser to the British
Steel Pension Fund and London Borough of Barnet Pension Scheme.
W J CAIN BCom FCA
Senior Independent Director
Chairman of the Audit Committee
(Appointed 13/07/2000)
Jack Cain is a chartered accountant who
spent the last 25 years of his career with British Steel
plc, where he was Treasurer and Group Accountant, and most
recently director responsible for mergers and acquisitions.
He was also Chairman of the British Steel Pension Fund Finance
Committee for 15 years.
M GOODALE BA FIA
Chief Executive
(Appointed 01/07/2006)
Mark Goodale is the newly appointed Chief
Executive, and joined the Society shortly before his appointment.
He was previously a director and the general manager of Ecclesiastical
Life Limited.
R P J RANDALL BSc FIA
(Appointed 01/07/2004)
Jim Randall is a qualified actuary and
has spent the previous 25 years in the life and health reinsurance
industry with Munich Re, Liberty Re and General Re. He is a
non-executive of a new tele-underwriting company, Morgan Ash.
C B RUSSELL FFA FTII
(Appointed 17/12/1992)
Chris Russell worked as an actuary in
well-known life offices before pursuing his career as a self-employed
consultant offering tax and actuarial advice to financial institutions
and others.
F B SANJANA BA FCII
Chairman of the Investment Committee
(Appointed 01/07/2004)
Barry Sanjana spent 25 years working for
the investment management subsidiaries of Royal Insurance,
Commercial Union/CGU and Friends Provident. He was Chief Investment
Officer in both the CGU and Friends Provident Group.
S CREEDON FIA ASA MAAA FSAI
(Appointed 11/03/2008)
Seamus Creedon is a qualified Actuary.
He is a management consultant and until recently a partner at KPMG
where he led the UK acturarial practice from 2000 to 2003 and was the deputy
leader globally. Previously he was Chief Executive of Bank of Ireland's
life assurance business and also Abby Life Ireland. He is a current
member of the Council of the Institute of Actuaries.
SPECIMEN LETTER OF APPOINTMENT FOR NON-EXECUTIVE DIRECTORS
Dear
I set out below the terms and conditions of your
appointment as a non-executive director of Reliance Mutual Insurance
Society Limited. Your appointment commenced on <date>.
The board usually has six regular meetings in
a year as well as an annual strategy review. Other meetings are
convened as required, but in the past there have not been more than
two additional meetings in a year.
As an indication of your responsibilities, you
should be aware that the board determines:
Strategic principles and objectives, approves
an annual budget and monitors performance
The board declares annual and final bonuses and
approves the annual report and group accounts and the annual regulatory
return to the FSA. It also approves the Principles and Practices
of Financial Management. It reserves to itself decisions on acquisitions
and ensures there is an appropriate apportionment of responsibilities
among the Chief Executive and Senior Managers to effectively manage
the business. The board has overall responsibility for the company
system of internal control.
Directors may take independent professional advice
at the company’s expense if they judge it necessary to discharge
their responsibilities.
The company maintains directors’ and officers’
liability insurance and the current indemnity limit is £
All directors appointed by the board must stand
for re-appointment at the Annual General Meeting following their
appointment. One third of the members of the board must stand for
re-appointment at each Annual General Meeting. Directors who are
65 years of age or over must stand for re-appointment at each Annual
General Meeting.
You are required to disclose any other directorships
to the company secretary. The Annotated Combined Code on Corporate
Governance for mutual insurers requires non-executive directors
to undertake that they will have sufficient time to meet what is expected
of them. If you have any doubt about this, you should consult the
Chairman. The Chairman will consider this matter annually when the
review of the board is undertaken at the annual strategy meeting.
In the event that you become aware of a potential
conflict of interest, you should disclose this to the Chairman.
Your appointment will be terminated forthwith
if the FSA withdraws your registration, you are made bankrupt
or commit a criminal offence. If you wish to leave the board you
are requested to give three months notice in writing. If you work
for a competitor within six months following the termination of your
appointment, you agree that you will disclose this to the Chairman.
Your current fees are £<amount> per
annum and are subject to tax and national insurance where appropriate.
You may claim reasonable expenses in the performance of your duties.
Please sign a copy of this letter confirming
your agreement to the above terms.
Yours sincerely
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I confirm my agreement to the above terms.
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Signed ………………………………….
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Secretary
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Date …………………………………….
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AUDIT COMMITTEE TERMS
OF REFERENCE
The directors who served on the committee during the year were Messrs
W J Cain (Chairman), C B Russell, R P J Randall and F B Sanjana. The committee
meets once a year and at that meeting meets with the auditors in the absence
of management. The terms of reference of the audit committee are as follows:
1. The committee will assist the board in fulfilling its oversight
responsibilities.
2. The committee shall be a committee of the board of Reliance Mutual
Insurance Society Limited and its subsidiary companies (“the group”).
3. The committee shall be composed of such non-executive directors
as asked by the board and shall agree to serve from time to time.
4. The board shall elect a Chairman who shall be responsible for the
reporting of the recommendations of the committee to the board of the
company.
5. The committee shall meet at such times as it shall think fit in
order to discharge its responsibilities in a timely manner.
6. The committee may invite such other people to its meetings, as it
deems appropriate.
7. The external auditors should be invited to make presentations to
the committee as appropriate.
8. The board authorises the audit committee, within the scope of its
responsibilities to:
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seek information from relevant employees
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obtain outside professional advice
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ensure the attendance of company officers at meetings as appropriate
9. The responsibilities of the committee are:
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To monitor the integrity of the financial statements of the company,
reviewing significant financial reporting judgements contained in them;
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To review the company’s financial controls;
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To monitor and review the effectiveness of the company’s internal
audit function;
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To make recommendations to the board, for it to put to the members
for their approval in general meeting, in relation to the appointment,
reappointment and removal of the external auditor and to approve the remuneration
and terms of engagement of the external auditor;
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To review and monitor the external auditor’s independence and objectivity
and the effectiveness of the audit process, taking into consideration
relevant UK professional and regulatory requirements;
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To develop and implement policy on the engagement of the external
auditor to supply non-audit services, taking into account relevant ethical
guidance regarding the provision of non-audit services by the external
audit firm, and to report to the board, identifying any matters in respect
of which it considers that action or improvement is needed and making
recommendations as to the steps to be taken.
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To provide a line of communication for the external auditors to discuss
problems and reservations on matters concerning or arising from their
audit. These discussions may occur with the absence of management if
considered appropriate.
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To ensure that management responds to the recommendations made by
the external auditors.
10. For the avoidance of doubt, the committee shall not have responsibility
for the investment policy of the company, which shall remain a responsibility
of the full board, acting through the investment committee.
11. For the avoidance of doubt, the committee shall not have responsibility
for the amount of the Long Term Business Provision or the Technical Provision
for Linked Liabilities, which are the responsibility of the board, which
takes advice from the Actuarial Function Holder.
NOMINATION COMMITTEE
TERMS OF REFERENCE
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Annually review the size and composition of the Board.
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Identify suitable candidates for Board appointments.
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Plan for the orderly succession of new directors to the Board.
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Determine the membership and chairmanship of the Audit and Remuneration
Committees.
All Board members are members of the Nomination Committee.
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