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. The Rothesay Life Board has established a number of Committees to facilitate this. These committees have specified terms of reference approved by the Rothesay Life Board. 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.

Board Risk Committee

The Board Risk Committee (‘BRC’) 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 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 and insurance 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 BRC is also responsible for the oversight of the Working Level Risk Committee.

Working Level Risk Committee

The Rothesay Life Working Level Risk Committee (‘WLRC’) is responsible for the on-going monitoring and control of all Financial Risks, Insurance Risks and Operational Risks associated with the activities of the Rothesay Life group (‘Group’). The committee recommends, among other things, the limits for both Financial Risks and Insurance Risks, reviews stress test and scenario analysis results, and recommends risk policies and procedures. The WLRC acts within parameters established by the Rothesay Life Board of Directors and any exceptions and changes are reviewed as appropriate by the Board Risk Committee.

Audit Committee

The Rothesay Life Audit Committee (‘Audit Committee’) is responsible for assisting the Board of Directors in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, the audit process, and Rothesay Life’s (the ‘Group’s) process for monitoring compliance with laws and regulations and the business principles. The Audit Committee is chaired by an Independent Non-Executive Director.

Remuneration Committee

The Remuneration Committee (‘RemCom’) is responsible for reviewing and making recommendations to the Board and the Rothesay Life Board regarding the remuneration policy of the Group, and for reviewing compliance with the policy in so far as it relates to senior managers and other employees. Within the context of the policy, the RemCom is specifically responsible for making recommendations for the remuneration packages of the non-executive directors, executive directors and other senior managers of the Group.

Nomination Committee

The Nomination Committee (‘NomCom’) is responsible for monitoring the balance of skills, knowledge, experience and diversity on the Board and the Rothesay Life Board, recommending Board, Board committee and senior management appointments to the Rothesay Life 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 Boards of Directors. 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 NomCom is responsible for monitoring and reporting in connection with the Board Diversity Policy.

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