Corporate Governance

The Board and Corporate Governance

The Group’s operating subsidiary, Limited, is authorised and regulated by the Financial Conduct Authority (“FCA”) for insurance mediation activity under firm reference number 465053. You may check this on the Financial Services Register by visiting the FCA website. The Group also complies with the UK Corporate Governance Code and the corporate governance requirements of the Companies Act 2006 and Financial Services and Markets Act 2000 (“FSMA”) (and regulations made thereunder) applicable to it as a result of its insurance mediation business.

The Board

The Group plc board (the “Board”) is responsible for leading and controlling the Group and has overall authority for the management and conduct of the Group’s business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal control and risk management. This includes financial, operational and compliance controls, as well as reviewing the overall effectiveness of systems in place. The Board has the ability to approve any changes to the capital, corporate and management structure of the Group. Matters reserved for the Board and adopted by the Board on 28 September 2016 can be found here

To assist the Board in carrying out its functions and to ensure that there is independent oversight of internal control and risk management, the Board has delegated certain responsibilities to Board committees which, except for the Disclosure Committee, are comprised of independent non-executive directors. Each Board committee has agreed Terms of Reference approved by the Board.

The relevant Terms of Reference can be found below:

Board and Committee Independence

The UK Corporate Governance Code recommends that at least half the board of directors of a UK-listed company (excluding the chairman) should comprise ‘independent’ non-executive directors, being individuals determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement. It also recommends that a UK company’s remuneration and audit committees should comprise at least three independent non-executive directors, and that its nomination committee should comprise a majority of independent directors.

Board Membership

The Board currently comprises six members: the chairman, two executive directors and three non-executive directors. As at admission the chairman, Sir Peter Wood, is a major shareholder of Group plc (“”) and has served as chairman of the esure board since 2000 and was therefore not independent on his appointment as chairman of the Board. Of the other non-executive directors:

  • Zillah Byng-Thorne is considered by the Board to be independent for the purposes of the UK Corporate Governance Code;
  • Angela Seymour-Jackson also serves as an independent non-executive director on the esure board having been appointed to that board on 13 October 2015, but is considered by the Board to be independent for the purposes of the UK Corporate Governance Code notwithstanding that role; and
  • Adrian Webb was an employee of the esure Group from 25 March 2002 to 13 May 2015, but is considered by the Board to be independent for the purposes of the UK Corporate Governance Code notwithstanding that role.

In reaching these conclusions regarding the independence of Angela Seymour-Jackson and Adrian Webb, the Board have considered the requirements of the UK Corporate Governance Code and the nature of the relationships and circumstances outlined above which are relevant to the Board’s determination of independence.

In addition to the assessment of independence pursuant to the UK Corporate Governance Code, the Board also believes that the involvement of Angela Seymour-Jackson and Adrian Webb as non-executive directors (and their fulfilling roles recommended for independent non-executives by the UK Corporate Governance Code) is in the best interests of the Group and shareholders bearing in mind their extensive experience and detailed knowledge of the business.

The Group therefore considers that it complies with the relevant requirements of the UK Corporate Governance Code in relation to the balance of executive and independent non-executive directors on the Board and with the requirements for composition of the Group’s Audit and Risk Committee, Remuneration Committee and Nomination Committee.


Currently the Board has 33 per cent women members and all future appointments will be made with regards to diversity, including gender. In accordance with the UK Corporate Governance Code, the Group will report on the Board’s policy on diversity, including gender, in its next annual report.

Articles of Association

The current articles of association of, which were adopted on 12 September 2016 and effective as of admission, can be found here.

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