BOARD DIVERSITY POLICY

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1.        Background

Inigo recognises and embraces the importance of ensuring that Board membership reflects diversity in its broadest sense and increasingly embodies our employee base. A diverse board, which is illustrative of the wider community in which Inigo operates, is able to more appropriately reflect the interests of Inigo’s stakeholders.

Inigo is aware of a number of reviews in recent years which have highlighted the need for greater diversity in the financial services industry as a whole, and specifically in relation to Board and leadership representation. These reviews have made recommendations around improving Board diversity, the most notable of which include:

  • The Hampton Alexander Review: this review considered gender balance in leadership roles for UK listed companies, and made recommendations such as that targets should be to have at least 40% of Board and leadership representation being women;
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  • The Parker Review: this review considered how to improve ethnic diversity of UK Boards, which recommended that at least one Director on UK boards should be of a minority ethnic (i.e. non-white) background.  

Applicable Regulations concerning Board Diversity

In 2018, the Prudential Regulation Authority (PRA) amended it general governance requirements for Solvency II firms to include provisions that state that:  

  1. A firm must engage a broad set of qualities and competences when recruiting members to the governing body; and;
  2.  
  3. A firm must put in place a policy promoting diversity on the governing body.

With Inigo Managing Agent Limited being a Solvency II firm, that is regulated by the PRA, this policy is intended to satisfy the aforementioned requirements set out in the PRA’s rulebook.

Additionally, the Financial Conduct Authority (FCA) published new rules, which form part of the UK Listing rules in 2022 that requires listed companies to disclose the status of their board’s diversity and inclusion efforts, with certain targets also being set.

2.      Scope of policy

This policy applies primarily to Inigo Managing Agent Limited as the regulated entity in the Inigo group, but the policy is also intended to apply to the Inigo Limited Board as well. This policy does not apply to diversity in relation to Inigo and its employees more generally; this is covered in the Inigo Equity, Diversity and Inclusion Policy, which should be read in conjunction with this policy.

3.      Policy Statement

Inigo is committed to nurturing a culture and environment in which all of our colleagues can prosper through equal opportunity and treatment, and where diversity of thought is promoted and celebrated. This ultimately extends throughout the organisation, with consideration of equity and diversity being a key part of how Inigo composes its Boards and Leadership team.

Inigo is also mindful of the expectations of its regulators to ensure that the boards of regulated entities and/or listed Company boards are diverse in terms of skills, experience, knowledge, but also in terms of backgrounds (both social and in terms of ethnicity) and gender. Whilst Inigo is not currently subject to the rules set out by the FCA, these targets, as well as targets set out by Lloyd’s, are taken into consideration as part of the aforementioned selection processes and consideration of succession plans.

4.      Policy Objectives

In order to deliver upon the policy statement, the following objectives are in place:

  1. When considering nominations and appointments to the boards
    1. All appointments will be based on merit and objective criteria;
    1. All appointments will be made in the context of the skills, expertise, independence, knowledge and personal qualities of the proposed candidates;
    1. All appointments will be based on satisfying the needs of the Board as a whole in terms of balance, to ensure a rounded and effective board which has the appropriate set of skills and experience to provide effective challenge to the business.
    1. The search for board candidates and ultimately the nominations/appointments will be made with consideration given to benefits of diversity and inclusion, ensuring that due regard is given to all types of diversity and inclusion characteristics when making a decision. The same will apply when considering appointments to Board Committees and the Leadership team.
  6.  
  7. When considering succession plans
    1. All candidates considered for succession plans will be based on merit and objective criteria;
    1. All candidates considered for succession plans will be made in the context of the skills, expertise, independence, knowledge and personal qualities required for the roles in the plan;
    1. All candidates considered for succession plans will be based on satisfying the needs of the Board and/or leadership team, to ensure that the succession plans are subsequently fit for purpose should they need to be executed.
    1. The creation and maintenance of succession plans will be made with due regard to the benefits of diversity and inclusion and to this Policy, ensuring that due regard is given to all types of diversity and inclusion characteristics. The same will apply when considering successors to persons on the Board Committees and the Leadership team.
  12.  
  • When considering governance and reporting
    • This policy will comply with the applicable rules and regulations, and will be amended from time to time to ensure that it remains in compliance should there be internal or external changes that warrant such changes;  
    • The policy will be aligned with broader initiatives and requirements concerning diversity and inclusion, including Inigo’s own Equity, Diversity and Inclusion Policy;
    • This policy will be owned by respective Boards but will be reviewed by the Nomination Committee to ensure that there is alignment between this policy and the nominations process, recommending to the Board for approval should any material changes to the policy be required;
    • Progress in developing diverse boards and succession plans will be reported to the Boards as per section 5 below.

5.      Monitoring and Review

Monitoring against diversity metrics forms part of the Chief People and Development Officer’s quarterly report to the respective Inigo Boards, and this includes statistics on Board and leadership diversity.

This policy and the performance against it will be reviewed annually, with the results of the review being reported to the respective Boards. Any material changes to the policy will result in a request for the respective Boards to grant approval to the policy

6.      Reporting and Escalation

The Nominations Committee considers Board composition on behalf of the Boards when considering new appointments and succession plans, and reports to the respective boards as part of the reports on these matters.

Annual Internal Board Effectiveness reviews also consider the composition, skills and experience of the Board as a more general assessment on board diversity as a whole.

External Effectiveness reviews are carried out periodically on a 3-to-5-year cycle, and the scope of such reviews also consider diversity as well.

Any concerns noted in terms of this policy and/or compliance with this policy would be escalated to the respective boards as part of these processes.

7.       Supporting Policies and Procedures

This policy should be read in conjunction with the following documents:

  • IMAL Board Terms of Reference
  • Inigo Limited Board Terms of Reference
  • IMAL Nominations Committee Terms of Reference
  • Inigo Equity, Diversity and Inclusion Policy