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The Custom House on the north quays of the River Liffey in Dublin

Our leadership

Who is accountable, and for what

FDI Insurance d.a.c. is directed by a small board with an independent chair, supported by the four key functions Solvency II requires of every undertaking. This page sets out the seats and their remits; 10 of them are Pre-Approval Controlled Functions, which cannot be filled without the approval of the Central Bank of Ireland.

The Custom House, Dublin · Christian David, CC BY-SA 4.0

Placeholder panel

Structure published, appointments not yet

The structure below is the governance framework the company is required to operate: the Board seats, the four Solvency II key functions and the Board committees, each with its remit. Individual appointments are not published on this page yet. Where a role is a Pre-Approval Controlled Function, the holder cannot be named until the Central Bank of Ireland has approved the appointment.

The Board

Six seats, a non-executive majority

The Central Bank of Ireland's Corporate Governance Requirements for Insurance Undertakings set the shape: an independent chair who is not the chief executive, enough independent non-executives to chair the audit and risk committees, and a board small enough that every director reads every paper.

Independent chair

Chair of the Board

Independent non-executive. Sets the agenda and the tone of Board meetings, ensures the non-executive directors receive the information they need to challenge management, and leads the annual Board effectiveness review.

Pre-approval roleNomination & Remuneration Committee

Appointment not yet published

Executive

Chief Executive

Executive director. Accountable to the Board for the running of the undertaking: underwriting appetite within the limits the Board sets, the Own Risk and Solvency Assessment, capital planning against the 125% cover target, and the relationship with the Central Bank of Ireland.

Pre-approval roleRisk CommitteeUnderwriting Committee

Appointment not yet published

Executive

Chief Financial Officer / Head of Finance

Executive director. Owns the statutory accounts, the Solvency II balance sheet and the quantitative reporting templates behind the Solvency & Financial Condition Report, and manages the deposit portfolio within the Board investment policy.

Pre-approval roleAudit Committee (attends)Underwriting Committee

Appointment not yet published

Independent non-executive

Independent Non-Executive Director — Chair of the Audit Committee

Chairs the Audit Committee. Recent and relevant financial experience is required for the seat. Owns the relationship with the statutory auditor and with Internal Audit, and reports to the Board on the integrity of the financial statements.

Pre-approval roleAudit Committee (chair)Risk Committee

Appointment not yet published

Independent non-executive

Independent Non-Executive Director — Chair of the Risk Committee

Chairs the Risk Committee. Reviews the risk appetite statement and the risk register, challenges the ORSA scenarios before they reach the Board, and holds the Chief Risk Officer to account independently of the executive.

Pre-approval roleRisk Committee (chair)Nomination & Remuneration Committee

Appointment not yet published

Non-executive

Shareholder-Nominated Non-Executive Director

Nominated by the shareholder. Brings the shareholder’s perspective on capital and on the appetite for the business written, without a management role in the undertaking. Recuses from matters where the shareholder’s interest and the undertaking’s could diverge.

Pre-approval roleNomination & Remuneration Committee

Appointment not yet published

Key functions and senior management

The four functions, and the desk they oversee

Risk Management, Actuarial, Compliance and Internal Audit must each be operationally independent of the business they assure. Their reporting lines run to the Board and its committees, not to the underwriters whose work they check.

Executive

Head of Actuarial Function

Signs off the technical provisions, opines annually to the Board on the adequacy of premiums and on the reinsurance programme, and contributes to the standard-formula capital calculation. The written opinions go to the Board, not to the underwriters.

Pre-approval roleRisk CommitteeUnderwriting Committee

Appointment not yet published

Executive

Chief Risk Officer / Head of Risk Management

Owns the risk management system and the ORSA process, maintains the risk register and the appetite framework, and has a direct reporting line to the Chair of the Risk Committee that does not run through the Chief Executive.

Pre-approval roleRisk Committee

Appointment not yet published

Executive

Head of Compliance, with responsibility for AML/CFT

Monitors compliance with the European Union (Insurance and Reinsurance) Regulations 2015, the Corporate Governance Requirements, the Consumer Protection Code and the Criminal Justice (Money Laundering and Terrorist Financing) Acts, and reports breaches to the Board.

Pre-approval roleRisk CommitteeAudit Committee (attends)

Appointment not yet published

Executive

Head of Internal Audit

Third-line assurance over the control environment, on a Board-approved audit plan. Reports directly to the Audit Committee with unrestricted access to the Board and to every record in the company. Commonly outsourced in an undertaking of this size, under a Board-approved arrangement.

Pre-approval roleAudit Committee

Appointment not yet published

Executive

Head of Underwriting

Runs the guarantee and surety desk inside the appetite and limits the Board sets: counterparty assessment, bond wordings, pricing against the published rate card, and the referral decisions brokers deal with directly.

Underwriting Committee (chair)

Appointment not yet published

Executive

Company Secretary

Statutory filings to the Companies Registration Office, Board and committee papers and minutes, the register of directors’ interests, and the conflicts register. Advises the Chair on governance process.

BoardAudit CommitteeRisk Committee

Appointment not yet published

Risk Management

Maintains the risk register and risk appetite framework, and runs the Own Risk and Solvency Assessment (ORSA) that tests the balance sheet against forward-looking stress scenarios.

Actuarial

Calculates and signs off technical provisions, opines on the adequacy of premiums and on the reinsurance programme, and contributes to the standard-formula capital calculation.

Compliance

Monitors adherence to the Insurance Regulations, the Central Bank’s Corporate Governance Requirements and the Consumer Protection Code, and reports breaches to the Board.

Internal Audit

Provides independent third-line assurance over the control environment, reporting directly to the Audit Committee with unrestricted access to the Board.

Committees

Where the work actually happens

Three Board committees and one management committee. Each has written terms of reference approved by the Board, and each minutes its decisions.

Audit Committee

Chaired by: Independent non-executive director

Integrity of the financial statements and of the Solvency II reporting behind them, the external audit relationship, and the effectiveness of internal audit and of internal financial controls.

Composition
Non-executive directors only. The Chief Financial Officer and the statutory auditor attend by invitation.
Cadence
At least four times a year, and before the annual accounts and the SFCR are approved.

Risk Committee

Chaired by: Independent non-executive director

Risk appetite and the risk register, the ORSA and its stress and scenario testing, capital adequacy against the Board target and tolerance, and the reinsurance programme.

Composition
Non-executive majority. The Chief Executive, Chief Risk Officer and Head of Actuarial Function attend.
Cadence
At least four times a year, and whenever a limit or tolerance is breached.

Nomination & Remuneration Committee

Chaired by: Chair of the Board

Board composition, succession and the annual fitness and probity assessment; the remuneration policy, including the requirement that variable pay not encourage risk-taking beyond appetite.

Composition
Non-executive directors only.
Cadence
At least twice a year.

Underwriting Committee

Chaired by: Head of Underwriting

Management committee rather than a Board committee. Reviews the pipeline, individual referrals above delegated limits, aggregate exposure by counterparty and sector, and the rate card.

Composition
Head of Underwriting, Chief Executive, Chief Financial Officer, Head of Actuarial Function.
Cadence
Monthly, with referrals dealt with as they arise.
The domed Four Courts building on Inns Quay in Dublin
Four Courts, Dublin · Alanlaighleisphotography, CC BY-SA 4.0

Verify the company

Directors, the constitution and the filed accounts are on the public record. So is the authorisation this company trades under.

Fitness and probity

How the seats get filled

This part does not depend on who is appointed. It is the standard every controlled function holder in an Irish insurance undertaking is held to, before appointment and every year after it.

01

Pre-approval before appointment

Roles marked as Pre-Approval Controlled Functions cannot be filled until the Central Bank of Ireland has approved the individual. The application covers competence, experience, honesty, integrity, financial soundness and the capacity to carry out the role.

02

Annual certification

Every controlled function holder is assessed against the Central Bank’s Fitness & Probity Standards on appointment and certified annually thereafter, with the Nomination & Remuneration Committee reviewing the outcome.

03

Individual accountability

Responsibilities are recorded in writing for each senior role, so that it is clear before anything goes wrong who was accountable for it — the discipline the Individual Accountability Framework is built around.

04

Conflicts and recusal

Directors’ interests and the shareholder nominee’s dual role are recorded in a conflicts register maintained by the Company Secretary, and recusal from a decision is minuted where it applies.

Governance in the filings, not just on this page

Chapter B of every Solvency and Financial Condition Report describes this system of governance as it operated in the year, and is filed with the Central Bank of Ireland.