Role of the board

The Group has continued to work towards the ambition of delivering improvements and efficiencies across customer service, underwriting effectiveness and controllable expenses

The Board’s role in the delivery of this ambition is oversight and challenge with responsibility for the overall strategy of the Group and the commitment to ‘best- in-class’ with careful consideration of the interests of customers.

The primary responsibility of the Board is to provide effective leadership to ensure that it promotes the success of the company for the benefit of its members as a whole. The Board, supported by its committees, provides entrepreneurial leadership within a framework of prudent and effective controls. The Board is accountable to stakeholders for the creation and delivery of strong sustainable performance and the creation of long-term shareholder value.

The role of the Board together with details of the Board’s activities during the year, a summary of matters reserved for the Board and an overview of compliance with the UK corporate governance code are available in the directors’ and corporate governance report in the latest annual report and accounts.

Role Statements

Role of Chairman

The Chairman is responsible for the leadership and effectiveness of the Board including the conduct at Board meetings. He promotes a culture of openness and debate ensuring effective decision-making and the provision of timely, accurate and clear information. The Chairman ensures that relevant objectives are established for the Group chief executive and his executive team, reviewing the overall management performance of the company and senior management with the Group chief executive. The Chairman takes on the role of ambassador for the company, participating in the engagement of and effective communication with the Company’s stakeholders.

Role of Group chief executive

The Group chief executive is responsible for identifying and developing business opportunities, recommending actions to the Board with particular attention on strategic plans, risk appetite and risk exposure for the business, monitoring the performance of the Group and overseeing the delivery of objectives and business plans within agreed timescales and budget. The Group chief executive develops targets and goals for his executive team and ensures succession plans for senior management are in place. He represents the company at industry events and develops the company’s communications strategy to meet the needs of, and engage with, all internal and external stakeholders.

Role of senior independent director

The senior independent director supports the Chairman in the delivery of his responsibilities as required, ensuring the views of each of the non-executive directors are given due consideration and facilitating communication between the non-executive directors and the Chairman. The senior independent director holds meetings with the non-executive directors without the Chairman being present to review the Chairman’s performance as part of the internal Board evaluation process and chairs the group nomination and governance committee when considering matters relating to the Chairman of the Board.

Role of non-executive directors

The role of the non-executive director is to challenge and approve the Group’s strategy and to assess and challenge performance against business plans, bringing an independent, objective view (including in relation to customer outcomes and customer impact) to the discussion. Each of the non-executive directors is a member of one or more committees for which they have the skills, knowledge and expertise required to consider topics delegated for in-depth assessment. They meet with the Chairman without the executive directors being present and meet with the senior independent director without the Chairman being present to review the Chairman’s performance and discuss other matters. Each committee is chaired by a non-executive director who has the specialism and experience in the relevant field and with the applicable external stakeholders.

Role of company secretary

The role of the company secretary is to support the Chairman and the Board. This includes bringing all governance matters to the attention of the Board and delivering a programme of Board and committee meetings, training, induction programmes and senior management presentations to ensure that each director has the information required to discharge his or her statutory duties. The company secretary ensures that papers are produced to a high standard and in a timely manner which are circulated to directors a week in advance of any meeting. The directors have access to the services and advice of the company secretary, and may take independent professional advice at the expense of the Company.


The Group is committed to diversity and the promotion of equal opportunities. The importance of diversity of gender, social and ethnic backgrounds, and of cognitive and personal strengths is recognised by the Board as a matter of Group Board policy. The Board values the breadth of perspective that such diversity can bring and the beneficial impact it can have on Board effectiveness and throughout the Group more broadly; and remains committed to maintaining a diverse Board and overseeing the development of a diverse workforce. All appointments to the Board are made on merit against an agreed selection criteria to ensure a balance of skills, experience, independence and knowledge.

The Board Diversity Policy sets out the approach of the Board of RSA Insurance Group plc to diversity and inclusion and the Board is responsible for adhering to the Policy.

Effectiveness of the Board

The Board sets annual objectives for the business in line with the current Group strategy and monitors achievement against these objectives through regular reports. The Board receive updates on all material business matters to ensure that progress against strategy is monitored.

Each year, the Board spends time on site visits, giving them the opportunity to meet with and challenge senior management, while also deepening their knowledge of specific business areas.

To ensure the Board, its committees and individual directors remain effective, a performance evaluation is carried out annually, in compliance with the Code. Through the annual Board evaluation process, the Board has confirmed it has the appropriate balance of skills, experience, independence and knowledge to enable it and its committees to discharge their duties and responsibilities effectively, and continues to work towards achieving external diversity recommendations.

More information relating to Board effectiveness, including time commitment, induction and ongoing training, and details of the latest Board Evaluation undertaken and the actions identified can be found in the latest Annual Report and Accounts.

Diagram showing the external performance evaluation process for RSA Group's board. Copyright RSA
External performance evaluation process for the RSA Group Board


The Group operates within a robust governance structure to ensure a well-managed business with effective decision making, procedures and strong internal reporting, ensuring that the Group complies with all relevant legislation and regulation in each jurisdiction in which it operates.

The Group’s System of Governance comprises three elements:

1. Corporate Governance Framework: how the business is managed.

2. Risk Management System: how risks are identified, measured, managed, monitored and reported.

3. Internal Control System: the controls behind the Corporate Governance Framework and the Risk Management System.

For further detail on this matter refer to the Annual Report and Accounts.

UK Corporate Governance Code

The UK Corporate Governance Code (the Code) sets out standards and expectations on corporate governance matters for UK companies. The Group Nomination and Governance Committee monitors compliance with the Code.

Also see

Martin Scicluna, Chairman, RSA Insurance Group plc
Board of Directors
Stephen Hester, Group Chief Executive, RSA Insurance Group
The Group Executive

Annual Report 2018