Corporate Governance

Let’s start with our full names: The Britannia Steam Ship Insurance Association Limited and The Britannia Steam Ship Insurance Association Europe. It is quite a mouthful so we usually refer to the Associations, which are limited companies, as Britannia and Britannia Europe. When we speak about the business as a whole, we use “Britannia P&I” to represent both the Clubs and the Managers. You can find their respective details in full by clicking here.

We provide both Protection and Indemnity Insurance (P&I) to ship owners and charterers and cover for Freight, Demurrage and Defence (FD&D). The ship owners and charterers we cover are known as Members, irrespective of which of our businesses they are entered with. Britannia and Britannia Europe, which operate on a mutual basis, are limited by guarantee and are incorporated in England and Wales and Luxembourg respectively. We have no shareholders so Members agree to pay a nominal sum in the event that the company is wound up.

The articles of association of the Clubs set out the terms under which we operate with our mutual status defined by the provisions contained in the articles and the rules of the Clubs.

We have appointed Tindall Riley & Co Limited, through its wholly owned subsidiaries, Tindall Riley (Britannia) Limited and Tindall Riley Europe Sàrl, as the Managers who take care of our day to day business. We pay the Managers a fee to manage and provide these services. These fees are disclosed in the annual report and accounts of the Clubs.

OUR BOARD

A new holding company, incorporated in England and Wales, The Britannia Steam Ship Insurance Association Holdings Limited (Holdings) is the controlling member of both Britannia and Britannia Europe. This structure ensures that we apply common procedures and policies, along with a consistent approach to the cover provided to Members, to solvency, capital management, risk, underwriting and claims handling.

The Members’ Representative Committee (MRC) is now constituted in Holdings and is part of the structure set out below.

• • Determination of the overall strategy of the Associations taking into account the advice of the Managers;
  • Determination of the overall investment strategy of the Associations, the appointment of investment advisers and the monitoring of their performance;
  • Determination of the Associations’ risk and capital strategies;
  • Decisions regarding the general level of calls, release calls and returns of call;
  • The appointment and remuneration of the Managers;
  • The appointment of the Associations’ auditors;
  • The proposal to Members of amendments to the Rules of the clubs;
  • The distribution of any reserves or other assets of the Associations.

The governance structure of Britannia and Britannia Europe is set out below.

In practice, the boards devolve some of their authority to sub-committees and delegate day to day responsibility for the business of the Clubs to the Managers.  The Managers are responsible for providing adequate information in a timely manner to allow the directors to discharge their duties and oversee the businesses effectively.  

 

USEFUL DOCUMENTS

• Directors of Britannia Holdings, Britannia and Britannia Europe
• Britannia Holdings Nominations Sub-Committee – Terms of Reference
• Britannia Holdings Risk & Audit Group – Terms of Reference
• Britannia Risk & Audit Group – Terms of Reference
• Britannia Europe – Risk and Audit Group – Terms of Reference
• Britannia Holdings Board – Terms of Reference
• Britannia Board – Terms of Reference
• Britannia Europe Board – Terms of Reference
• Britannia Holdings Remuneration Group – Terms of Reference
• Britannia Holdings Members’ Representative Committee – Terms of Reference
• Britannia Holdings Election Sub-Committee – Terms of Reference
• Britannia Holdings Standards Sub-Committee – Terms of Reference
• Articles of Association of The Britannia Steam Ship Insurance Association Limited
• Articles of Association of The Britannia Steam Ship Insurance Association Holdings Limited
• Articles of Association of The Britannia Steam Ship Insurance Association Europe