Investor Information
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Board of Directors
The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. Decisions concerning the direction and control of the business are made by the Board, which meets at least six times each year and more frequently where business needs require. The Board has a schedule of matters reserved for its decision, including, inter alia statutory matters; approval of financial statements and dividends; appointments and terminations of directors, officers and auditors; appointments of committees and setting of terms of reference; review and approval of group performance against budgets; approving risk management strategy and material contracts; and determining the authority levels within which management is required to operate.
To enable the Board to function effectively and directors to discharge their responsibilities, full and timely access is given to all relevant information. In the case of Board meetings, this consists of a comprehensive set of papers, including regular business progress reports and discussion documents regarding specific matters.
An agreed procedure exists for directors in the furtherance of their duties to take independent professional advice. This is in addition to the access which every director has to the Company Secretary, who is charged by the Board with ensuring that Board procedures are followed.
The Company has established properly constituted audit, remuneration, investment and nomination committees of the Board with formally delegated duties and responsibilities.
Click here to view Corporate Governance Statement (PDF)
Executive Directors |
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Richard Tolliday (aged 48) — Chief Executive Officer
Richard Tolliday joined the Omega Group in 2002 as Chief Executive Officer. His insurance career spans 28 years during which he has held a number of senior positions both in management and underwriting. Between 1982 and 2000, he held various positions with Amlin plc (formerly Murray Lawrence & Partners Limited). As group operations director, he was responsible for the strategic leadership of Amlin’s operations. Prior to that, he held positions as group information systems director, and syndicate manager and deputy underwriter on Syndicate 40. Before joining the Omega Group, he served as chief operating officer of the commercial division of Cox Insurance Holdings plc. He was awarded an MBA with distinction from the London Business School in 1999. |
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Penny James (aged 39) — Chief Financial Officer
Penny James joined Omega in May 2007. She has 13 years of finance related experience in the insurance industry. Between 1995 and 2007, she held various finance positions within Zurich Financial Services, most recently as the Chief Financial Officer of the UK Financial Insurance Division with responsibility for the financial management of Zurich’s Commercial and Personal lines businesses in the UK. Previously she worked with Coopers & Lybrand, being admitted as a member of the Institute of Chartered Accountants in England and Wales in 1994. She holds an Honours degree in Statistics from the University of Bath. |
| Non-Executive Directors |
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Walter Fiederowicz (aged 62) — Non-Executive Chairman
Walter Fiederowicz has been underwriting as a Name at Lloyd’s on various syndicates since 1996, and specifically as a Name on Syndicate 958 since 1996. He joined the Board of Omega Underwriting Holdings in 2003. He currently serves as chairman of the board of Meacock Capital plc, a Lloyd’s-based underwriting entity. He also serves as a managing director of the Painter Hill Venture Fund I, L.P., and serves on the boards of directors of Photronics, Inc., and Quadlogic Controls Corporation, and previously served as chairman of the board of Conning & Company, a firm specialising in the analysis of insurance companies, and Heritage Underwriting Agency plc (a Lloyd’s managing agency) and CDT Corporation. He is a graduate of Yale University and the University of Virginia School of Law. His career as an attorney included service as a partner of Cummings & Lockwood where he represented venture capital firms and other financial institutions and capital providers. |
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Christopher Clarke (aged 64) — Non-Executive Director
Mr. Clarke was appointed a Non-executive Director of the Group in March 2005. He has been a Deputy Chairman of the Competition Commission since 2004, having been a member since 2001. From 1999 to end 2008 he was a non-executive director of The Weir Group plc where he was a member of the audit, remuneration and nomination committees. Formerly an investment banker, he was a director of Samuel Montagu & Co. Limited from 1982 to 1996 and of HSBC Investment Banking until 1998. Mr. Clarke is a graduate of Cambridge University and of the London Business School. |
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Clifford Palmer (aged 60) — Non-Executive Director
Clifford Palmer was appointed a Non-executive director of Omega Underwriting Agents in 1998 and he was appointed a Non-executive director of the Group in 2003. He has been actively involved in the management of Lloyd’s related companies for over 20 years, including service as a syndicate active underwriter and executive director of Ashley Palmer Holdings Limited and companies within the same group, as well as an independent director of Vesta Insurance Group, Inc. from immediately following their IPO until 2001. Until April 2004, he also served on the board of directors of S.A. Meacock & Co. Limited, a Lloyd’s underwriting agency. He is currently non-executive chairman of Bell & Clements (London) Limited, the parent company of Lloyd’s broker Bell & Clements Limited and a wholly owned subsidiary of Munich Re. He is also the President of Henley Consulting Inc., a family-owned consulting company. |
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Coleman Ross (aged 66) — Non-Executive Director
Mr. Ross was appointed a Non-Executive Director of Omega Insurance Holdings in March 2009. He is a PricewaterhouseCoopers retired partner and a former chief financial officer of both The Phoenix Companies, Inc. (life insurance and asset management) and Trenwick Group Limited (non-life insurance and reinsurance). He also serves on the boards of directors of NCCI Holdings, Inc. (insurance data services), Pan-American Life Insurance Company (life and health insurance), and Syncora Holdings Ltd. (financial guarantee insurance). Mr. Ross has a graduate degree in economics from Trinity College, Hartford, Connecticut, and an undergraduate degree in accounting from The University of North Carolina at Chapel Hill. He is a Certified Public Accountant, an Associate of the Chartered Insurance Institute, and a Chartered Property Casualty Underwriter. |
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Nicholas Warren (aged 56) — Non-Executive Director
Nicholas Warren was appointed as a Non-Executive Director of Omega Insurance Holdings on 28 August 2006. He has spent 29 years in the insurance and investment sectors in Bermuda and currently serves as Senior Vice President of International Advisory Services (IAS), an insurance management company. His previous appointments include being president and CEO of the SDI Group from 2000 to 2004, holding a number of positions in the Argus Group from 1986 to 1999 and he was vice president of Marsh & McLennan between 1983 and 1986. He is currently a board member and chairman of the audit committee of the First Bermuda Group. He was admitted as an Associate Member of the Institute of Chartered Accountants in England and Wales in 1978 and as a Fellow in 1983. He holds an Honours degree in Economics and Politics from the University of London. |
Sub-committees
Investment Committee
The Investment Committee’s principal terms of reference are to recommend, for approval by the Board, investment strategies and policies, and the appointment of fund managers for all investments; to monitor the performance of investment strategies against set benchmarks; and to monitor the cash flow, liquidity and working capital of the Company and the other members of the Group.
The Investment Committee currently comprises Christopher Clarke (Committee Chairman), Walter Fiederowicz, Richard Tolliday, Penny James (Chief Financial Officer) and Nicholas Warren.
Audit Committee
The Audit Committee’s primary responsibilities are to keep under review the scope and results of the audit and its effectiveness and the independence and objectivity of the auditors; to review the interim and annual financial statements and any formal announcements relating to the Group’s financial performance and to review significant financial reporting judgements contained in them; and to monitor the quality of internal controls and ensure that the financial performance of the Group is properly measured and reported on.
The current members of the Audit Committee are Coleman Ross (Committee Chairman), Christopher Clarke and Nicholas Warren. The Committee receives and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets at least three times a year and has unrestricted access to the Group’s auditors.
Remuneration Committee
The Remuneration Committee’s principal objectives are to make recommendations to the Board on the Company’s framework of executive directors’ remuneration and its cost; to determine the remuneration of the Chairman and specific executive directors and senior management of the Group; and to determine targets for, advise on, and monitor, any performance related bonus or other incentive schemes.
The Remuneration Committee is also responsible for the granting of long term incentive awards and share options pursuant to the share incentive plans in operation from time to time. The current members of the Remuneration Committee, who served throughout the period, are Clifford Palmer (Committee Chairman), Walter Fiederowicz, and Nicholas Warren.
Nomination Committee
The Nomination Committee is responsible for regularly reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations to the Board with regard to any changes; making recommendations concerning the appointment of, and changes in, the members and chairman of each of the Audit, Remuneration and Nomination Committees; identifying, and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise; and reviewing annually the time required from each Non-executive director.
The current members of the Nomination Committee, who have served throughout the period are Walter Fiederowicz (Committee Chairman), Richard Tolliday and Clifford Palmer.
Click here to view the individual Terms and Reference for each of the Sub-Committees.
Committee Structures
Omega Insurance Holdings Limited (Bermuda)
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Investment Committee |
Audit Committee |
Remuneration Committee |
Nominations Committee |
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Walter Fiederowicz
(Non-Executive Director) (Chairman) |
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Christopher Clarke
(Non-Executive Director) |
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Clifford Palmer
(Non-Executive Director) |
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Coleman Ross
(Non-Executive Director) |
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Richard Tolliday
(Chief Executive Officer) |
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Nicholas Warren
(Non-Executive Director) |
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Penny James
(Chief Financial Officer) |
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