Corporate Governance

For the year ended 31 December 2023, the Board confirms that the Company has applied all the principles and complied with the provisions set out in the Code throughout the year. The Code can be viewed on the www.frc.org.uk website. The governance report describes how The Board and its Committees have applied the main principles of the Code and complied with its detailed provisions.

Application of UK Corporate Governance Code Principles

The Beazley Board is comprised of highly skilled professionals who bring a diverse range of skills, perspectives, and corporate experience to the boardroom. Their broad range of leadership experience makes the Board well placed to oversee the delivery of Beazley’s strategic plans in line with its purpose, vision and values and maintain the long-term success of the Company. On the Board, our two Executive Directors ensure the maintenance of a strong direct link between the business and the Non-Executive Board members. The Non-Executive Directors each bring specific, in-depth areas of expertise to the Board.

Clive Bannister was appointed as Chair on 25 April 2023.

The biographies of the Beazley plc board members can be found here.

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At each scheduled meeting, the Board receives reports from the Chief Executive Officer and Group Finance Director on the performance and results of the Group and also receives reports from the Chief Underwriting Officer and the Chief Risk Officer. The Chairs of the Board’s Committees provide an update on their activities and discussions, as well as the Chairs of the principal subsidiaries on matters related to the subsidiaries and their respective platform. In addition, the Board receives regular updates on operational matters and key projects, culture and people, ESG strategy and activities, investor relations and corporate governance.

There is an annual schedule of rolling agenda items to ensure that all matters are given due consideration and are reviewed at the appropriate point in the financial and regulatory cycles. Meetings are structured to ensure that there is sufficient time for consideration and debate of all matters. For details of the activities which the Board spent time on during 2023 please see pages 88 to 91 of the 2023 annual report.

The Board monitors and continually improves its effectiveness through its annual evaluation of the performance of the Board and its Committees. The evaluation is designed to assess whether the Board and its Committees are operating effectively and whether the Chair and Directors are making effective contributions individually and collectively. Feedback from the evaluation is also used to formulate action plans for improvement areas and identify where the composition of the Board and Committees could be enhanced.

Board evaluations are carried out on a three-year cycle, with an externally facilitated performance evaluation carried out every three years, and internally led evaluations taking place in other years. The previous external evaluation was conducted by Clare Chalmers Limited in 2021. The Nomination Committee reflected upon the internal process undertaken in 2022 and agreed that the 2023 performance evaluation should be internally led following the same process. An externally led comprehensive evaluation of the Board and its Committees is planned for 2024, in accordance with the Company’s approach and the Code. The external and internal evaluation processes are undertaken for Beazley plc and other principal Group subsidiaries.

Beazley’s overall approach to board evaluation

Findings from the 2023 evaluation

Performance of The Board and its Committees

The 2023 evaluation concluded that the Board and its Committees were operating effectively. The overall findings were positive, with good progress made on previous areas recommended for enhancement from the prior year evaluation. The Board has been working well collectively to oversee the strategic direction of the Group.

Specific comments are made in the committee reports on relevant findings from the evaluation of that Committee.

Chair and individual Director performance

The 2023 evaluation concluded that the Chair and each Director are operating effectively and contributing positively to the effective operation of the Board and Committees. A few areas to support the Directors’ individual or collective performance were identified and action plans have been formulated. This includes delivery of the 2024 Board knowledge and training plan. The evaluation included a review of the mix of skills, knowledge and expertise and diversity, both collectively on the Board and in relation to the Board's Committees.

The review concluded that the Chair was effective and had made a positive start in the role, particularly given the level of activity during the six months including successful execution of key projects such as IFRS 17, strategic projects, as well as resignations of the Group Finance Director and two other Executive Committee members. The Nomination Committee discussed the evaluation and the feedback including strengths in areas such as support of the Executive Committee, engagement with people across the business, strategy direction, growth, expense management, investor relations and governance.

EY were first appointed as the external auditor for the 2019 accounting year. The respective responsibilities of the Directors and the Auditors in connection with the accounts are explained in the Statement of Directors’ Responsibilities on page 146 and the Independent Auditor’s Report on page 152.

The Board is responsible for the Group’s system of risk management and internal control and for reviewing its effectiveness. However, such a system can only provide reasonable, not absolute, assurance against material misstatement or loss. The system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives within the risk appetite set by the Board. The Board confirms that it is comfortable with the effectiveness of the Group’s risk management and internal controls (including financial, operational and compliance controls), which have been in place throughout 2023 and continue to operate up to the date of approval of the annual report and accounts. The Board delegates oversight of these controls and their effectiveness to the Audit Committee and Risk Committee, as set out in their terms of reference. The Audit Committee has overseen work to enhance internal controls in relation to financial and non-financial information and reporting during the year. More information on work undertaken as well as the process to review internal financial controls is included in the Audit Committee report on page 106. More information on the process to review compliance and operational controls is included in the Risk Committee report from page 115.

The Board agrees the overall risk appetite for the Group. Throughout the year, the Board has monitored performance against risk appetite in accordance with the risk management framework, which is itself reviewed and approved by the Board annually. Key components of the risk management framework include ongoing assessment and validation of controls, and taking steps to ensure that controls remain effective. Ongoing oversight of risk is undertaken via the Executive Risk and Regulatory Committee, which meets each month and considers key risk indicators and reviews of specific risk areas. The Board delegates oversight of risk management and compliance matters to the Risk Committee. There is ongoing reporting of risk matters to Risk Committee and Board, as appropriate, from the Chief Risk Officer and members of the Risk function. The Board also receives specific assessments of risk in the form of risk opinions to support key decision making. During the year, the Board received risk opinions in relation to the execution of key strategic projects related to the three platform strategy. This included reviewing all key risks including capital, insurance, liquidity and operational risks in relation to key steps in the projects. The Board also received a risk opinion in relation to the transition to Solvency Coverage Ratio for monitoring and reporting solvency.

Annually, the Board receives a risk opinion on the business plan for the forthcoming year. This year's risk assessment focused on whether the plan was logical, realistic and achievable as well as any risks to the plan and how they would be mitigated, which helped inform the Board's assessment and approval of the 2024 business plan.

Further information is provided in the Risk management and compliance report from page 69 and the Risk Committee report from page 115.

The Company operates through the main Board and four Committees. During 2023, those Committees were the Audit, Risk, Nomination, and Remuneration Committees and details of their main responsibilities and activities in 2023 are set out in the Committee reports on pages 100 to 121.

With effect from 1 January 2023, the combined Audit and Risk Committee was replaced by separate Audit and Risk Committees. The Board has also established the Disclosure Committee with responsibility for matters relating to the control and disclosure of inside information. This Committee is led by the Executive Directors and includes the Chief Risk Officer and the Company Secretary. The Board evaluates the membership of its individual Board Committees on at least an annual basis, as well as when required during the year. The Board Committees are governed by terms of reference which detail the matters delegated to each Committee and for which they have authority to make decisions. The terms of reference for the Board Committees can be found at www.beazley.com.

Adrian Cox is the Chief Executive Officer and chairs the Executive Committee which acts under delegated authority from the Board. The Executive Committee usually meets monthly and is responsible for implementing the Group’s strategy and managing all operational activities of the Group. The Executive Committee is comprised of individuals who are experts in their respective disciplines, supporting the creation of a strong, well-diversified business. The Executive Committee members and their roles within Beazley are described on our website: www.beazley.com.

The roles of the Chair and Chief Executive Officer are separate, with each having clearly defined responsibilities as set out in the corporate governance framework diagram. They maintain a close working relationship to ensure the integrity of The Board’s decision-making process and the successful delivery of the Group’s strategy. The Board evaluates the membership of its individual Board Committees on at least an annual basis, as well as when required during the year. The Board Committees are governed by terms of reference which detail the matters delegated to each committee and for which they have authority to make decisions. The schedule of matters reserved for the board can be found here.

The Audit Committee was established as a separate Committee on 1 January 2023 and currently comprises five independent Non-Executive Directors: John Reizenstein (Chair), Rajesh Agrawal, Fiona Muldoon, Cecilia Reyes Leuzinger and Robert Stuchbery. The Board is satisfied that members of the Committee have ‘recent and relevant financial experience’ and that the Committee as a whole has competence relevant to the sector, as required by the Code.

Only members of the Committee had the right to attend meetings; however, invitations are routinely extended to the Beazley plc Chair, the Senior Independent Director, the Chief Executive, the Group Finance Director, the Chief Risk Officer, the Chief Underwriting Officer, the Head of Internal Audit, and participants from the External Audit firm. The Chairs of the Audit Committees of the Group’s regulated subsidiaries also attended Audit Committee meetings during the year as and when appropriate. The Company Secretary acted as secretary to the Committee.

The Head of Internal Audit and representatives from the External Auditor periodically met in private with the Committee to discuss matters relating to its remit and issues arising from their work. The Committee also met in private with the Group Actuary. In addition, the Chair of the Audit Committee had regular contact with the External Auditor and internal auditors throughout the year and members of the Committee met individually with regulators when required. The Committee Chair also meets regularly with the Group Finance Director, other senior finance managers and the Company Secretary to ensure the work of the Committee is focused on the right topics and the Committee is receiving valuable information.

The committee's responsibilities are set out in its terms of reference, which can be found here.

Since its establishment on 1 January 2023, the Committee comprises six independent Non-Executive Directors. Robert Stuchbery was Chair until 29 September 2023, when Fiona Muldoon assumed the role. Pierre-Olivier Desaulle, Nicola Hodson, John Reizenstein, and Cecilia Reyes Leuzinger are the other members.

The Risk Committee is required to meet at least quarterly, with meetings scheduled at appropriate intervals in the reporting cycles.

Only the members of the Committee have the right to attend meetings; however, invitations are routinely extended to the Beazley plc Chair, Chief Risk Officer, Chief Executive, Group Finance Director, Head of Internal Audit and the External Auditors. The Company Secretary acts as secretary to the Committee. The Chair of the Committee meets with the Chief Risk Officer, Senior Risk Managers and the Company Secretary during the year to ensure the work of the Committee is focused on the right topics and the Committee is receiving valuable information.

The work of the Committee is also supported by the work undertaken by the Risk Committees of the Group’s principal subsidiaries and by the Executive Risk and Regulatory Committee. The Chairs of the subsidiary Risk Committees attend the Beazley plc Risk Committee at least annually and the Chairs are in regular communication to ensure a consistent approach to risk management oversight across the Group. The joint meeting of the Risk Committees, where all members are invited, also helps with cohesiveness of approach to risk management across the Group.

The committee's responsibilities are set out in its terms of reference, which can be found here.

The Board has delegated responsibility to the Remuneration Committee (the Committee) for oversight of remuneration polices to support our strategy and promote the long-term success of Beazley for our stakeholders. The Committee’s role is to ensure that the remuneration policy is designed to retain and incentivise our talented people to deliver our strategy. The Committee ensures that remuneration is fair, culturally aligned with our values, promotes effective risk management and, for senior leadership, is aligned to the long-term success of Beazley and to shareholder interests.

The Committee was chaired by Nicola Hodson on an interim basis until 9 May 2023, when Nicola was appointed Chair on a permanent basis. Committee membership also comprises Raj Agrawal, Christine LaSala, Cecilia Reyes Leuzinger, and Robert Stuchbery.

In 2023, there were four scheduled meetings and two additional ad hoc meetings. The additional meetings were pertaining to remuneration arrangements for senior individuals within the firm and to discuss the impacts of the financial accounting change to IFRS 17 on remuneration. Only members of the committee have the right to attend meetings; however, other individuals, such as the Chair, Chief People Officer and Head of ESG, representatives from other Boards or Committees, and external advisers, may be invited to attend for all or part of any meeting where this is beneficial to assist the Committee with fulfilling its responsibilities. The Company Secretary is the secretary to the Committee.

The Committee reviewed its effectiveness during the year, as part of the annual board evaluation process. The Board confirmed that the Committee is effective in fulfilling its role.

The committee's responsibilities are set out in its terms of reference, which can be found here.

The Nomination Committee provides dedicated focus on the leadership needs of Beazley. This includes reviewing and monitoring Board and Committee composition, their effectiveness, succession planning for the Board and senior executives, the senior management pipeline, and inclusion and diversity. The Committee's role is to ensure the Board, its Committees, and the executive leadership team, as well as those in the talent pipeline, have the right skills, capabilities, and diversity of thought, to effectively oversee and implement the Company's strategy and ensure Beazley's long-term success.

Committee membership and meetings

Attendance at Nomination Committee meetings by Committee members is shown in the table on page 87. In 2023, there were four scheduled meetings and two additional ad hoc meetings. The Nomination Committee is chaired by Clive Bannister following his appointment at the AGM on 25 April 2023. The Committee also comprises Pierre-Olivier Desaulle, Christine LaSala, John Reizenstein, and Cecilia Reyes Leuzinger, who are independent Non-Executive Directors. Until 25 April 2023, the Committee was chaired by Christine LaSala, who was also acting as Interim Chair. Cecilia Reyes Leuzinger was appointed to the Committee on 29 September 2023 to ensure continuing diversity of the Committee’s membership.

The full responsibilities of the Nomination Committee are set out in its terms of reference. These are reviewed by the Committee and submitted to the Board for approval on an annual basis.

The committee's terms of reference can be found here.

The disclosure committee is chaired by the chief financial officer or their nominee and also comprises the chief executive officer or their nominee, the chief risk officer and the company secretary. 

The committee meets on an ad hoc basis, when required, to review and identify potential and actual inside information. The specific responsibilities and duties of the committee are set out in its terms of reference, which were last reviewed in September 2023.

The committee’s main responsibilities are to oversee the implementation of the governance and procedures associated with the assessment, control and disclosure of inside information in relation to the company.

The Disclosure Committee terms of reference can be found here.

Beazley plc is a public limited company registered in the UK under registered number: 09763575, whose registered address is at 22 Bishopsgate, London EC2N 4BQ. Please contact us at the address below should you have any queries:

Beazley plc
22 Bishopsgate,
London,
EC2N 4BQ
Email: info@beazley.com

For details of other Beazley company offices, please contact the Company Secretary.

Beazley plc Tax Strategy

1. Introduction

The publication of this tax strategy by Beazley plc fulfils obligations prescribed by paragraph 16(2) of Schedule 19 of the Finance Act 2016 enacted in the United Kingdom which requires Beazley plc to publish its tax strategy for all UK entities for the year ended 31 December 2024.  This tax strategy extends to the whole Beazley group.

2. Approach of the Group to risk management and governance arrangements in relation to taxation

Responsibility for the tax risk management and governance arrangements ultimately sits with the Group Chief Finance Officer. Ongoing day-to-day responsibility for each of these areas sits with the Group Head of Tax and the Head of Finance Operations. The management of tax risk focuses on ensuring we file tax returns and pay any tax due at the right time.

Our tax strategy aligns to the Group's wider risk and reporting control frameworks. Significant tax matters are presented to and considered by the Group Board on a regular basis.

Our approach to tax risk management and governance is:

• To act in accordance with all applicable laws and regulations;
• To promote engagement with tax strategy at all levels of the business;
• To consider financial tax risk and reputational risk;
• To provide adequate training to key staff to help them identify new tax risks and manage our tax obligations.

3. Attitude of the Group to tax planning

We do not undertake tax planning which does not support the Group’s genuine commercial activity.

We recognise a responsibility to pay an appropriate amount of tax in each of the jurisdictions in which we operate. Nonetheless, we pay due regard to our responsibilities to shareholders to structure our business affairs in an efficient manner.

4. Level of risk in relation to taxation that the Group is prepared to accept

We have a low tolerance towards tax risk. The tax consequences of material transactions, such as Group restructuring are considered as part of our planning. Our assessment is supported by external tax advice where we deem it necessary.

5. Approach towards dealings with HMRC

Being open and transparent with HMRC and all other relevant tax authorities about our tax affairs is a key component of our tax strategy.

Were we to identify an error in any of our tax filings we would notify HMRC and provide details of the issue identified. We would seek to quickly settle any amount due.

We have regular contact with HMRC in which we provide details of key transactions and business developments.

This tax strategy was approved by the Board of Beazley plc on 23 May 2024 and was published on 7 June 2024.

Annex

List of UK companies / branches covered by the tax strategy:

• Beazley plc
• Beazley Group Limited
• Beazley Staff Underwriting Limited
• Beazley Furlonge Limited
• Beazley Underwriting Limited
• Beazley Underwriting Services Limited
• Beazley Management Limited
• Beazley Solutions Limited
• Beazley Investments Limited
• Beazley Furlonge Holdings Limited
• Beazley Corporate Member (No. 2) Limited
• Beazley Corporate Member (No. 3) Limited
• Beazley Corporate Member (No. 6) Limited
• Beazley Leviathan Limited
• Beazley Security Limited
• Beazley Insurance dac UK branch
• Beazley Solutions International Limited UK branch
• Beazley Corporate Governance Services Limited
• BHI Digital UK Limited

During 2023, the Group’s Internal Audit function reported directly, and was accountable, to the Audit Committee and the Head of Internal Audit had direct access to the Committee Chair.

Internal Audit plays an important role in providing an independent view to management, the Audit Committee, and the Board on Beazley’s risk management, internal controls, and governance. The Internal Audit Charter sets out their purpose, responsibility, and authority, and is reviewed by the Audit Committee on an annual basis. Internal Audit’s purpose is to enhance and protect Beazley’s organisational value by providing risk-based and objective assurance, advice and insight.

The Audit Committee reviews reports from Internal Audit, covering an overview of the work undertaken and audits completed in that period. The report describes actions arising from completed audits and the tracking and completion of actions from previous audits. The Head of Internal Audit highlights any concerns or overdue audit actions to the Audit Committee. During 2023, Internal Audit also presented the Internal Audit Change Assurance Plan. The report set out how the Internal Audit function would monitor and provide assurance over change related to the mid-term strategy, portfolio change, and other change projects across Beazley.

Overall, the Internal Audit function was able to report that, in the context of the agreed audit universe and plans, none of the work indicated that the Group was operating outside of its agreed risk appetite.

The Audit Committee reviewed the effectiveness of the function and remained satisfied that the Internal Audit function had sufficient resources during the year to undertake its duties. The effectiveness of Internal Audit was monitored by the Audit Committee, through agreeing plans and performance monitoring. External Quality Assessment reviews are also undertaken every five years (unless it is agreed by the Audit Committee that a review is required earlier). The last external review was completed in November 2019 and the process for the 2024 external assessment has commenced. The Audit Committee was satisfied that the Internal Audit function remained effective.