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") applied to the financial year ended 31 December 2019. Direct Line Insurance Group plc complied with all the provisions of the Code throughought the financial year.

 

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

The Board

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

The Board is the principal 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.

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 Corporate Social Responsibility Committee, an Investment Committee and a Disclosure Committee.

Board Committees

Leadership

Audit

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

2019

 

Fees £m

Proportion

Audit fees

2.0

88%

Audit-related assurance services

0.1

4%

Other assurance services  0.1 4%

Non-audit fees

0.1

4%

Total fees for audit and other services

2.3

100%

Audit-related assurance services were in respect of the Group’s Solvency II reporting; other assurance services were for the review of the Half Year Report 2019; and non-audit services related to assurance activities on IT projects in relation to the development of new systems where Deloitte were chosen to provide the non-audit services because of their expertise and insight in this area. 

Articles of Association

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

Download the Articles