The Board of Directors and management of Rothesay Life recognise the importance of ensuring the highest standards of corporate governance with consideration of all stakeholders involved. Effective oversight, clear accountability and challenge are the foundations for making sound decisions. Rothesay Life has established a number of Board Committees to facilitate this. These Committees have specified terms of reference approved by the Board of Directors. They have been constituted to enact and enforce the policies of the Rothesay Life Group and to make recommendations to the Rothesay Life Board on key issues.


The Board Risk Committee is authorised by the Board of Directors (‘Board’) with the purpose of assisting the Board in providing leadership, direction and oversight of Rothesay Life’s (the ‘Group’s’) risk appetite, tolerance, risk strategy, risk governance and risk management framework and of the risk aspects of major investments and corporate transactions. Its primary function is the on-going monitoring and control of all financial, operational and other enterprise risks associated with the activities of the Group, within the parameters set by the Board and as set out in the prevailing Risk and Investment Policies of the Group. The Board Risk Committee is also responsible for the oversight of the Working Level Risk Committee.  The Board Risk Committee is chaired by an Independent Non-Executive Director.

Terms of Reference for the Board Risk Committee can be found here


The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, the audit process, and the Group’s process for monitoring compliance with laws and regulations, including the Wates Corporate Governance Principles for Large Private Companies. The Audit Committee is chaired by an Independent Non-Executive Director.

Terms of reference for the Audit Committee can be found here.


The Remuneration Committee is responsible for overseeing the design and development of the Group’s remuneration policy and remuneration practices, their implementation and operation, and making recommendations to the Board regarding the remuneration policy of the Group. Within the context of the policy, the Remuneration Committee is specifically responsible for making recommendations for the remuneration packages of the independent non-executive directors, the chair, the executive directors and other senior managers of the Group. 

Terms of reference for the Remuneration Committee can be found here.


The Nomination Committee is responsible for monitoring the balance of skills, knowledge, experience and diversity on the Board, recommending Board, Board committee and senior management appointments to the Board, as appropriate, and monitoring succession plans for the executive directors and the development plans of senior management within the Group.

Rothesay Life has a Board Diversity Policy in place and is fully committed to diversity and inclusion in all forms and the benefits that such can bring to its Board. It is recognised that an effective board will fully utilise the diversity of skills, background, industry experience, gender, race, age and other distinctions as between its members. The optimum structure, size and composition of the Boards are determined with consideration to diversity. The Nomination Committee is responsible for monitoring and reporting in connection with the Board Diversity Policy.

Terms of reference for the Nomination Committee can be found here.

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