Corporate Governance

Our Articles of Association set out the terms under which we operate, with our mutual status defined by the provisions contained in those articles and also the Rules of Britannia Europe and Britannia (UK).

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

OUR BOARDS AND MEMBERS’ REPRESENTATIVE COMMITTEE (MRC)

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

The Boards for Britannia Holdings, Britannia Europe and Britannia (UK) are identical in representation and include an independent non-executive Chair, non executive industry experts, representation from Members and two Manager directors. Those Boards are responsible for all regulatory matters, including:

• • Determination of our overall strategy
  • Determination of our overall investment strategy, as well as the appointment of investment advisers and fund managers
  • Determination of our risk and capital strategies
  • The general level of calls and release calls
  • The appointment and remuneration of the Managers
  • The appointment of our auditors
  • The proposal to Members of amendments to the Rules
  • The distribution of any reserves or other assets to Members.

Fundamental to ensuring our mutual nature is the Members’ Representative Committee (MRC), which is part of Britannia Holdings. The MRC’s role includes acting as a sounding board on all significant matters considered by the Boards e.g. strategy, calls and changes to our Rules. The MRC also has oversight of our Standards sub-committee (which looks at loss prevention, claims trends and membership). The MRC also has authority to approve any claim subject to discretion up to USD2 million.

In practice, the Boards devolve some of their authority to sub-committees as well as delegating day to day responsibility for the Britannia Group’s business to the Managers.

USEFUL DOCUMENTS

• Group Structure and Governance
• Directors of Britannia Holdings, Britannia Europe and Britannia
• Britannia Holdings Nominations Sub-Committee – Terms of Reference
• Britannia Holdings Risk & Audit Group – Terms of Reference
• Britannia Europe Risk & Audit Group – Terms of Reference
• Britannia Risk & Audit Group – Terms of Reference
• Britannia Holdings Board – Terms of Reference
• Britannia Europe Board – Terms of Reference
• Britannia Board – Terms of Reference
• Britannia Holdings Remuneration Group – Terms of Reference
• Britannia Holdings Investment 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 Holdings Limited
• Articles of Association of The Britannia Steam Ship Insurance Association Europe
• Articles of Association of The Britannia Steam Ship Insurance Association Limited
• Britannia Group’s Annual Report and Financial Statements 2022
• Britannia P&I Financial Review and Update 2022
• Our latest Solvency and Financial Condition Report (SFCR)