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Our Governance

Direct Line Insurance Group plc and its subsidiaries (the "Group") are committed to following and maintaining high standards of corporate governance to ensure we do the right thing by our shareholders, employees, customers and other stakeholders alike, the right way.

We follow a set of principles developed to ensure our business strategies deliver value to our shareholders and other stakeholders and aim to comply with the UK Corporate Governance Code 2018 (the "Code") issued by the Financial Reporting Council ("FRC") .

This section explains how the Group is managed and run, through the Board, the Board Committees and our Group Policies.

For additional information, please see our Governance report.

The Board

The Board of Directors consists of the Chair, nine independent Non-Executive Directors, one of whom is the Senior Independent Director, and two Executive Directors.

The Board is the princiorporate/en/sustainability/governance/section-pal decision-making forum for the Company and has overall responsibility for leading and controlling the Group. The Board approves the strategy across the Group and is accountable to shareholders for financial and operational performance. It has adopted a formal schedule of matters reserved for the Board which is reviewed annually. The Board believes that it has the appropriate balance of skills, experience, independence and knowledge of the Group to enable it to discharge its duties effectively in accordance with the Code.

Click here to view the Section 430 (2B) statement relating to Penny James' stepping down as a direcor.

Roles of the Chair, Chief Executive Officer and Senior Independent Director

The Chair is responsible for setting the Board’s agenda and ensuring that adequate time is available for discussion of all agenda items, in particular strategic issues. The Chair should also promote a culture of openness and debate by facilitating the effective contribution of Non-Executive Directors ("NED") in particular and ensuring constructive relations between Executive Directors and NEDs.

The Chair is responsible for ensuring that the Directors receive accurate, timely and clear information. The Chair should ensure effective communication with shareholders. Outside the Boardroom, the Chair is involved closely in the high level affairs of Direct Line Group. The Chair receives support from the control and support functions, as required.

The Chief Executive Officer ("CEO") is responsible and accountable for making recommendations to the Board in relation to the overall strategy and direction of Direct Line Group, strategic alliances and strategic partnerships; the delivery of the strategic and operational plans of Direct Line Group; and maintaining the highest standards of business conduct within Direct Line Group as a whole. 

The Senior Independent Director ("SID") is an Independent NED who provides a sounding board for the Chair and serves as an intermediary for the other Directors when necessary. The SID is available to shareholders, should they have concerns, or where contact through the normal channels of Chair, CEO or other Executive Directors has failed to resolve issues or in circumstances when contact through such channels would be inappropriate. Led by the SID, the Independent NEDs meet without the Chair present at least annually to appraise the Chair’s performance and on such other occasions as are deemed appropriate.

Board Committees

The Board delegates matters to Board Committees. Clearly defined terms of reference and written limits support these delegations. As envisaged by the Code, the Board has established Audit, Remuneration, Nomination and Board Risk Committees. In addition, the Board has established a Sustainability Committee and an Investment Committee.

Board Committees


2022 initiatives

ESG LTIP metric

In 2022, we further embedded ESG into our culture by introducing a new emissions metric into our Long-Term Incentive Plan for Executives. For more detail on this metric, please see page 141 of the Remuneration Committee report in our 2022 Annual Report and Accounts.

Consumer Duty Champion

Our independent Non-Executive Director, Tracy Corrigan, has been appointed as our Consumer Duty Champion. Tracy is working with the Chair of the Board of Directors and our Acting CEO to ensure that the Consumer Duty is raised in all relevant discussions and is helping the Board to assess whether the Group is delivering good outcomes for customers.

Externally facilitated Board effectiveness review

During the year, the annual evaluation of the effectiveness of the performance of the Board, its Committees, the Chair and individual Directors was supported externally by board evaluation consultants, Independent Audit Limited. The results of the review have been used to form the basis of an action plan for 2023, details of which can be found on page 114 of our 2022 Annual Report and Accounts.

Second ethnicity pay gap report

In 2022, the Group published its second ethnicity pay gap report and we recognise this as an important step towards further improving inclusivity in the Group.

Ethical Code for Suppliers

The Group’s Ethical Code for Suppliers, reviewed by the Sustainability Committee, sets out our commitments to our suppliers and the expectations we have of them. We pay our suppliers on time and, during the year, we were awarded a Fast Payer Accreditation Award by Good Business Pays.

Prudent Person Principle

The Investment Committee reviewed a detailed analysis setting out how the Group’s investment governance framework and key related controls ensure investment activities and key decisions meet the PRA’s expectations under the Prudent Person Principle.

Russia/Ukraine conflict

New sanctions on Russia are continuously coming into effect and the Group continues to monitor the sanctions situation and screen against the most up-to-date key sanctions lists on a daily basis


The audit function is overseen by an independent committee of the board of directors, which meets market standards.



Fees £m


Audit fees



Audit-related assurance services



Non-audit services - -

Total fees for audit and other services



Audit-related assurance services were in respect of the Group’s Solvency II reporting and the review of the Half Year report 2022, for which the Company’s External Auditor must be used. Further information in respect of audit fees paid to Deloitte is disclosed in note 10 to the consolidated financial statements

Articles of Association

The current articles of association of the Company were adopted by special resolution on 14 May 2020.

Download the Articles

Download the Sustainability Report here