CHAIRMAN’S INTRODUCTION Our Governance Direct Line’s purpose-based culture is the foundation for delivering long-term sustainability. MIKE BIGGS CHAIRMAN Dear shareholders and having regard to various matters identified in the other stakeholders, legislation. In this Annual Report we have detailed the stakeholder and other issues which the Directors On behalf of the Board, I am pleased to present the considered when discharging this duty throughout Corporate Governance report for the year ended 31 the year. Our formal statement in relation to section 172 December 2019. of the Companies Act 2006 appears on page 60. Your Board is committed to underpinning all of the I would like to thank you for your support and look forward Group’s activities with the highest standards of corporate to discussing the Group’s progress with you at our governance. This section of our Annual Report explains forthcoming AGM on 14 May 2020. how your Board seeks to ensure that we have effective corporate governance in place to help support the Purpose, culture and values creation of long-term sustainable value for our The Board believes that the Group’s purpose-based culture shareholders and other stakeholders. is the foundation for delivering long-term sustainability. The Board endorses the UK Corporate Governance Code The Board recognises the importance of its role in 2018 (the “Code”), which applied to our 2019 financial year, setting the tone of the Group’s culture and embedding it and the related Guidance on Board Effectiveness. We seek throughout the Group. The Board aims to foster an open to ensure that our governance framework remains aligned and collaborative culture based on the vision and purpose with best practice, consistent with the Code. During the adopted during the year, supporting decisions that are year, the Nomination Committee changed its name to best for our shareholders, whilst having regard to the the Nomination and Governance Committee and is now interests of our other stakeholders. Our vision, purpose, responsible for monitoring governance matters values and Code of Business Conduct are central to the throughout the Group. You can find information on the Group’s culture. We encourage our people to be curious, work of the Nomination and Governance Committee on to be aligned on outcomes, to build trust, encourage pages 100 and 101. simplicity, empower their teams and continually test, Sustainability is at the heart of how we think about our learn and adapt. business. We have always been conscious of our broader Communication with our shareholders and other role in society, including improving road safety, creating stakeholders is extremely important to us. By maintaining an inclusive environment that encourages diversity dialogue with you we aim to ensure that your views are of experience and background, and giving something considered and our objectives are understood. back to our local communities. Further information on our sustainable business model can be found in the Board changes Strategic report. Penny James, who was serving as our CFO, replaced Paul There is a duty, enshrined in the Companies Act 2006, Geddes as CEO at the conclusion of the 2019 AGM, at for your Directors to act in the way each of us considers, which point Paul stepped down from the Board. Clare in good faith, would be most likely to promote the success Thompson, who served as a NED for more than six years, of the Company for the benefit of its members as a whole, also stepped down from the Board at the conclusion of 74 DIRECT LINE GROUP ANNUAL REPORT & ACCOUNTS 2019 Committees at least every three years. In 2019, Robert STRATEGIC REPORT Goffee, Professor of Organisational Behaviour at the OUR VALUES London Business School, facilitated the Board and its Committees’ effectiveness review. The review focused on the Board’s role and composition; the relevance, flow and Build sustainable outcomes not Do the quality of information, and the NEDs’ balance of processes. Think commercially and right thing knowledge, skills and expertise. choose the right path for our customers, our people and wider As part of the annual evaluation process, all NEDs were stakeholders. assessed as being independent and able to provide a valuable and effective contribution to the Board. Be ambitious to achieve even better Aim higher Suggestions for further improving effectiveness that were results. Have confidence, innovate raised during the review process have been taken into and try new things. Embrace change to deliver for each other, our consideration by the Board. Further details can be found customers and our shareholders. on page 86. Take Own our success by getting things Remuneration ownership done. Take the initiative and be The Board has delegated to the Remuneration Committee accountable. Be curious and own responsibility for the remuneration arrangements for the your development and performance. Chairman, Executive Directors and senior management. The Remuneration Committee also reviews workforce Say it like Challenge drives progress. Your input remuneration and related policies and the alignment of matters so have the courage to say incentives and rewards with the Group’s culture. it is GOVERNANCE what you think and the patience to The Group’s remuneration policy was last approved at the listen to others. Keep it simple and 2017 AGM and the current policy has remained in place for customer focused. three years. In accordance with legislation, we will submit Work Nobody has all the answers. a new policy for shareholder approval at the upcoming together Collaborate and draw upon the AGM on 14 May 2020. The Chair of the Remuneration diverse skills across our business. Committee has consulted our major shareholders on Trust each other and focus on our proposed Directors’ Remuneration Policy on which customer outcomes to beat our shareholders will be given the opportunity to vote at the competitors. 2020 AGM. Diversity delivers better outcomes. Bring all of Further details on the proposed changes to the Directors’ Be the real you and celebrate yourself to Remuneration Policy and the work of the Remuneration difference. Respect others, have fun Committee can be found in the Directors’ remuneration work and make this a great place to be. report which begins on page 106. Annual General Meeting Direct Line Insurance Group plc’s 2020 AGM will be held on Thursday 14 May 2020 at 11am. Full details of the venue the 2019 AGM and Mike Holliday-Williams, who served as and the resolutions to be proposed to our shareholders Managing Director, Personal Lines, stepped down as a can be found in the Notice of AGM which will be made Director on 30 June 2019. available on our corporate website. On 16 September 2019, we announced the appointment The outcome of the resolutions put to the AGM, including FINANCIAL STATEMENTS of Tim Harris, who joined the Board as CFO on 1 October poll results detailing votes for, against and withheld, will 2019. Further information on the process culminating in be published on the London Stock Exchange’s and the Tim’s appointment can be found in the Nomination and Company’s websites once the AGM has concluded. Governance Committee report on page 100. Yours sincerely, The Board recognises the benefit of recruiting leaders who live the Group’s culture and values and represent a diversity of gender, ethnicity, cognitive strengths and socio-economic, educational and professional backgrounds. The Nomination and Governance Committee continues to review succession plans both for the Board and at MIKE BIGGS executive level each year. Further information on our CHAIRMAN diversity policy, our approach to succession planning and Board appointments can be found in its report. Effectiveness and evaluation Our Code of Business Conduct As Chairman, one of my principal objectives is to guide Your Board maintains strong relationships and regular and develop an effective Board which is able to support interaction with our shareholders and other our executives in executing an ambitious strategy for stakeholders. Their continued support for our strategic the benefit of our shareholders and other stakeholders. aims is important. Visit www.directlinegroup.co.uk for In accordance with the Code, we conduct external more information. evaluations of the effectiveness of the Board and its WWW.DIRECTLINEGROUP.CO.UK 75 BOARD OF DIRECTORS MIKE BIGGS PENNY JAMES CHAIRMAN OF THE BOARD CHIEF EXECUTIVE OFFICER Appointed: April 2012 Appointed: November 2017 Biography Biography Mike is Chairman of the Nomination and Governance Committee. Penny was CFO of Direct Line Group until her appointment as CEO The Board benefits from his extensive experience as a Director and in May 2019. The Board benefits from Penny’s deep understanding Chairman in the insurance industry, which makes him well suited of our sector as well as her leadership skills, financial and risk to the role of Chairman, enabling him to lead the Board and expertise, strategic thinking and cultural alignment. As CEO, ensure its effectiveness. Penny is leading both the delivery of the Group’s short-term strategic imperatives, including technological and business Mike’s previous positions include Chairman of Resolution Limited, transformation, and the development of the next stage of our then a FTSE 100 UK life assurance business, Group Finance Director strategy of targeting long-term sustainability. and then CEO of Resolution plc. He was also previously Group Finance Director of Aviva plc. Mike is an Associate of the Institute Penny was previously Group Chief Risk Officer and Executive of Chartered Accountants in England and Wales and has a Masters Director at Prudential plc, where she was responsible for leading degree in History from the University of Oxford. risk oversight globally. Before this, she was Director of Group Finance at Prudential. Penny was previously Group CFO at Omega Current external appointments Insurance Holdings Limited and CFO, UK General Insurance, Mike also serves as Chairman of Close Brothers Group plc and its at Zurich Financial Services.