Governance

Photograph illustrating colleagues discussing financial investment options

The Griffin Insurance Association Limited (“the Association” or “Griffin”) is a mutual insurance company, which provides professional indemnity insurance to firms carrying out insurance distribution activity (called Members of the Association).  It is a private company limited by guarantee and incorporated in England & Wales as company no. 2134231, and as such has no shareholders.  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.

Griffin is a soundly financed insurance company and buys reinsurance cover from Lloyd’s and company markets with all reinsurers rated a minimum of “A” or equivalent.  The underwriting strategy of Griffin is to underwrite on a conservative basis, and to maintain a prudent level of reserves, in excess of regulatory requirements.

The Association  has appointed an independent firm of specialist mutual managers – Tindall Riley & Co Limited (“Tindall Riley”), trading as Griffin 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 Association’s annual report and financial statements.

Board of directors

The Board of Directors of the Association is responsible for all strategic aspects of the business of the Association.  The Board meets at least four times a year and comprises an independent non-executive chairman, nine non-executive Directors drawn from the Membership, and two executive directors appointed from the Managers.

The Board 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 to Directors of the Association on a timely basis.

Decisions regarding the following matters are reserved for the Board:

  • The Association’s overall strategy
  • Policy Year and Call recommendations
  • Rule changes
  • Membership, including the approval of prospective Members
  • Reinsurance
  • D&O insurance
  • Risk and Compliance Report and Financial Statements and Solvency and Financial Condition Report
  • Appointment and remuneration of the Association’s Auditor
  • Remuneration of the Managers
  • Appointment and remuneration of the non-executive Directors of the Association

The Board delegates some of its powers to the standing sub-committees and groups listed below, which then report back to the Board at its regular meetings.  Additional sub-groups may be established from time to time to consider other ad-hoc items.

Audit Group

The Audit Group comprises four directors of the Association (not being directors nominated by the Managers), one of whom is the Chairman of the Association ‘ex officio’.  The duties of the Audit Group are to review and advise the Board in relation to the report and financial statements, the Solvency and Financial Condition Report to the Prudential Regulation Authority, internal and external audit, and the robustness of internal financial systems and controls.  The Audit Group meets at least three times a year and receives regular reports from the Managers, and from the Association’s internal and external auditors and the Chief Actuary.

Remuneration Group

The Remuneration Group comprises at least two directors of the Association (not being directors nominated by the Managers), one of whom is 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 the remuneration paid to non-executive directors.  The Remuneration Group meets at least once a year.

Nomination Sub-Committee

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 or re-appointment as directors of the Association, candidates for appointment to regulatory roles, the appointment and re-appointment of the Chairman of the Association, and the performance and collective skills of the Board.  The Nomination Sub-Committee meets at least twice a year.

Investment Strategy Group

The Investment Strategy Group comprises the Chairman of the Association ‘ex officio’ and three other non-executive directors of the Association.  The Group meets at least once a year to review the Association’s overall strategic asset allocation, the performance of the Association’s investments against an agreed benchmark, and the performance and remuneration of Association’s fiduciary investment managers. 

Future Strategy Group

The  Future Strategy Group comprises the Chairman of the Association ‘ex officio’ and three other non-executive directors of the Association.  The Group meets at least one a year to review the Association’s strategic objectives and the implementation of the strategy agreed by the Board. 

Compliance and Regulation

The Association is authorised by the Prudential Regulatory Authority ("PRA") and is regulated by the PRA and the Financial Conduct Authority ("FCA"), reference number 202720.  Tindall Riley & Co Limited is authorised and regulated by the FCA under reference number 600356.  This information can be checked on the Financial Services Register by visiting www.fca.org.uk or by telephoning 0845 606 1234.

The Association has in place a number of compliance policies that set out the key regulatory requirements of the Association and the Managers and the minimum control standards in place to address these.

Whistleblowing

The term “whistleblowing” is most commonly used to describe a disclosure of wrongdoing within an organisation.  As a mutual insurer the Association is committed to conducting business with honesty and integrity and to maintaining high standards.  However, any firm can face the risk of wrongdoing from time to time and the Association encourages individuals to raise genuine concerns at the earliest possible moment.

If you suspect wrongdoing on the part of the Association, the Managers or any third party acting on the Association’s behalf and you feel unable to discuss this with your usual contact, you are able to contact any of the following who will treat your disclosure as confidential: 

  • Expolink (an independent hotline)
    0800 374 199