Corporate Governance

The Wren Insurance Association Limited (“the Association”) is a mutual insurance company, which provides professional indemnity insurance to architectural practices (called Members of the Association).  It is a private company limited by guarantee and incorporated in the United Kingdom.  As a company limited by guarantee it has no shareholders.  Instead each Member agrees to pay a nominal sum of money in the event that the company is wound up.

The Articles of Association (“Articles”) set out the terms under which the Association operates, with its mutual status defined by the provisions in the Articles, together with its Rules.

The Association has appointed Tindall Riley & Co Limited (“Tindall Riley”), trading as Wren Managers (“the Managers”), to manage its day to day business.  Tindall Riley is paid a management fee for these services, which is disclosed in the annual report and accounts.

THE BOARD OF DIRECTORS

The Board of Directors of the Association is responsible for all strategic aspects of the business of the Association.  In practice, it delegates some of its authority to sub-committees and groups, and delegates responsibility for the day-to-day management of the Association to the Managers.  The Managers are responsible for ensuring that appropriate information, which is adequate to enable the Board to discharge its duties and to oversee the business effectively, is provided on a timely basis.  There are nevertheless a number of matters that are reserved exclusively for the Board and these are reviewed and updated at least annually.

The Board meets four times a year and comprises an independent non-executive chairman, up to twelve non-executive directors drawn from its architect Members, and two executive directors nominated by the Managers.

Decisions regarding the following matters are reserved for the Board:

  • Policy Year and Call recommendations
  • Rule changes
  • Reinsurance
  • Membership
  • Risk and Compliance
  • Release Calls
  • Report and Financial Statements
  • Appointment of Auditor
  • Remuneration of Auditor, Directors and Management Fee
  • D&O insurance
  • Appointment and Retirement of Directors

DATES OF BOARD MEETINGS

The Board will meet on the following dates in 2017:

  • Wednesday 22 March
  • Wednesday 14 June
  • Wednesday 20 September
  • Wednesday 13 December

STRUCTURE OF THE BOARD

The Board delegates some of its powers to sub-committees and groups, which then report back to the Board at its regular meetings. 

AUDIT GROUP

The Audit Group comprises four directors of the Association (not being directors nominated by the Managers), one of whom shall be the Chairman of the Association ‘ex officio’.  The duties of the Audit Group are to review and advise the Board in relation to financial statements, the Solvency and Financial Condition Report for the Prudential Regulation Authority, internal and external audit, and the robustness of internal financial systems and controls.  The Audit Group meets at least twice a year.

REMUNERATION GROUP

The Remuneration Group comprises four directors of the Association (not being directors nominated by the Managers), one of whom shall be the Chairman of the Association ‘ex officio’.  The duties of the Remuneration Group are to review and advise the Board annually in relation to the fee paid to the Managers and remuneration paid to the directors.  The Remuneration Group meets at least twice a year.

NOMINATION SUB-COMMITTE

The Nomination Sub-Committee comprises the Chairman of the Association (‘ex officio’), two other non-executive directors of the Association and one of the directors nominated by the Managers.  The duties of the Nomination Sub-Committee are to review and advise the Board in relation to suitable candidates for appointment as directors of the Association, the performance and re-election of retiring directors and the appointment and re-appointment of the Chairman of the Association.  The Nomination Sub-Committee meets at least annually.

In addition, other sub-groups can be established to consider other ad hoc items, for example, investment strategy.