Strategic report Governance Financial statements Other information DIRECTORS’ REPORT CONTINUED Board of Directors During the period under review, the Company announced that Directors’ interests Powers of the Directors Penelope (Penny) James would join as an Independent Non- Details of the Directors’ interests in the Company’s ordinary shares The Company’s articles of association (the Articles) set out the Executive Director with effect from 1 September 2021. Penny can be found on page 110 of the Annual Report on Remuneration. powers of the Directors. Subject to UK company law, the Articles brings extensive financial services experience with strong During the period under review, no Director had any material and any directions given by special resolution of the Company, leadership skills, financial and risk expertise, strategic thinking and interest in a contract to which the Company or any of its subsidiary the Directors have been granted authority to exercise all the cultural alignment. Since May 2019 Penny has been the Chief undertakings was a party (other than their own service contract) powers of the Company. Executive Officer of Direct Line Insurance Group plc, having joined that required disclosure pursuant to the Companies Act 2006. The Articles may only be amended by special resolution at in November 2017 as Chief Financial Officer. Penny previously held a general meeting of the Company’s shareholders. a number of roles at Prudential plc including Group Chief Risk Directors’ indemnities Officer and Director of Group Finance. Prior to this Penny was As permitted by the Articles, the Directors have the benefit of an Appointment and replacement of Directors Group CFO at Omega Insurance Holdings Limited and CFO, UK indemnity which is a qualifying third party indemnity provision as The appointment and replacement of Directors is governed by General Insurance, at Zurich Financial Services. She was previously defined by Section 234 of the Companies Act 2006. The indemnity the Articles, the Code and the Companies Act 2006 and related a Non-Executive Director of Admiral Group plc from 2015 to 2017. was in place throughout the period under review and remains in legislation. place as at the date of this report. Date of appointment/ Under the Articles, Directors may be appointed, either to fill Name Role departure The Company also maintains Directors’ and Officers’ liability a vacancy or as an addition to the existing Board, by ordinary Fiona Clutterbuck Independent Resigned 8 October 2020 insurance cover to protect the Directors from loss resulting from resolution of the Company or by resolution of the Board. If Non-Executive claims against them in relation to the discharge of their duties. appointed by the Board, a Director must retire and, if willing to act, Director seek election at the next AGM following appointment. Stephen Robertson Independent Resigned 8 October 2020 This cover was in place throughout the period under review and Non-Executive remains in place as at the date of this report. In addition, the Articles require all Directors to retire at each AGM Director Compensation for loss of office and, if willing to do so, offer themselves for re-election. This aligns Shirley Garrood Independent Resigned 31 December 2020 There are no agreements in place between the Company and its to the requirements of provision 18 of the Code. Further details can Non-Executive Directors or employees for compensation for loss of office or be found on page 78 of the Corporate Governance Report. Director Andrea Blance Independent Appointed 1 September 2020 employment as a result of a takeover bid. In addition to the powers set out in the Companies Act 2006, the Non-Executive Financial instruments and financial risk management Articles provide for the removal of a Director before the expiration Director Details of the Group’s financial risk management policies and of their period of office by ordinary resolution of the Company. Moni Mannings Independent Appointed 1 September 2020 objectives in relation to the use of financial instruments, and its The Board Non-Executive exposure to market, liquidity and credit risk, can be found in note 5.7 Director The names of the Directors of the Company as at the date of this Adrian Collins Nominated Director Appointed 2 November 2020 to the consolidated financial statements on pages 166 to 171. report, along with their biographies, are set out on pages 68 to 70. Change of control Appointments to and departures from the Board during the period There are no significant agreements to which any member of the under review are set out in the table below. Group is a party that take effect, alter or terminate upon a change of control of the Company following a takeover bid. 128 Hargreaves Lansdown Report and Financial Statements 2021