Estudio del mercado de polipropileno reciclado

Direct Line Insurance Group plc (the “Company”) has complied with the principles and provisions of the UK Corporate Governance Code 2012 (the “Code”) throughout the year, with the exception of the recommendation contained in Provision E.1.1 of the Code to the effect that the Senior Independent Director (the “SID”) should attend sufficient meetings with a range of major shareholders. This is to listen to their views to help develop a balanced understanding of the issues and concerns of major shareholders. The Board received regular updates from the Company’s corporate brokers on the views of its institutional shareholders. Major shareholders have the opportunity to discuss any issues they wish to raise with the Chairman and the Chair of the Remuneration Committee. Additionally, the Chairman has met certain major shareholders during the year and, through the brokers, offered other major shareholders the opportunity to discuss any matters with him or the SID. The Board is satisfied that, on the basis of reports from the Company’s brokers and through the Chairman, it understands the views of the Company’s major shareholders.

Details of how the Company applied the Code’s principles and complied with its provisions are in this report and the Directors’ remuneration report. You can find further information on the Code on the Financial Reporting Council’s website at www.frc.org.uk .

Leadership

The Board

The Board’s primary role is to organise and direct the Group’s affairs in a manner that is most likely to promote its long-term success for the benefit of its shareholders as a whole. The Board supervises the Group’s operations, ensuring they are effectively managed, that prudent controls are in place, and that risks are assessed and managed appropriately. The Board sets the Group’s strategy and monitors management’s performance and progress against the strategic aims and objectives. The specific duties of the Board are set out in the Schedule of Matters Reserved for the Board (the “Matters Reserved”). The Matters Reserved are reviewed annually by the Board and contain those items that are specifically reserved for consideration and approval by the Board. Matters requiring approval by the Board include:

• The Group’s strategic aims and objectives

• The annual operating and capital expenditure budgets • Corporate governance matters

• Capital structure, financial reporting and controls, including dividend policy

• The system of internal controls and risk management, including the Group’s risk appetite statements

• Major capital projects, major investments and contracts that are either materially strategic or above the Chief Executive Officer’s delegated authority

• Board and Committee membership and succession planning • The remuneration policy for Directors and senior executives • The 12 Group policies which form part of the high level

governance framework

In addition to the Matters Reserved, each Board Committee has written terms of reference defining its role and the authority delegated to it. You can find further details on the Board Committees in the Board Committees’ section from pages 61 to 70.

Board composition

As at the date of this Report, the Board comprises the Chairman, who was independent on his appointment to the Board, the Chief Executive Officer, the Chief Financial Officer and six independent Non-Executive Directors. All of the current Directors served throughout the reporting period, except for Sebastian James, who was appointed to the Board on 28 August 2014.

You can find the names of the Directors as at the date of this report and their biographical information on pages 52 and 53.

Mark Catton, who was nominated by RBS Group as a Non-Executive Director in accordance with the terms of the Relationship Agreement between Direct Line Insurance Group plc and RBS Group, resigned from the Board on 7 March 2014. His resignation followed the sale by RBS Group on 27 February 2014 of its interest in the Ordinary Shares of Direct Line Insurance Group plc. This excluded 4,185,643 shares, which were retained to satisfy long-term incentive plan awards previously granted by RBS Group to certain members of Direct Line Group’s management. These shares have since been transferred to an RBS Group Employee Benefit Trust. Since disposing of its shareholding, RBS Group no longer has a right to nominate a director to the Board.

Structure of the Board

The Board and its Committees have been established to ensure that an appropriate balance of skills, experience, independence, sector knowledge and diversity exists to enable the Directors to discharge their duties and responsibilities effectively.

All Non-Executive Directors must be able to devote sufficient time to the role to discharge their duties and responsibilities effectively. The letters of appointment for the Chairman and each of the Non-Executive Directors set out the anticipated time commitment of at least three days per week for the Chairman and an average of three days per month for the Non-Executive Directors. The Nomination Committee reviews this time commitment annually.

On behalf of the Board, the Nomination Committee assessed the independence, skills, knowledge and experience of the Non-Executive Directors as part of its annual review of each Director’s performance. The Board concluded that all of the current Non-Executive Directors were independent, continued to contribute effectively and demonstrated commitment to the role. The Nomination Committee’s work in the year resulted in the appointment of Sebastian James as an additional Non- Executive Director. It also resulted in certain changes to the membership of the Committees, which were announced in September 2014. You can find further details of these activities and the Nomination Committee’s work in the year on pages 68 to 69.

Chairman and Chief Executive Officer

The Board has agreed role profiles for the Chairman, Mike Biggs, and the Chief Executive Officer, Paul Geddes, which clearly define their respective roles and responsibilities. This is to ensure no one individual has unfettered powers of decision-making.

The Chairman’s priority is leading the Board and ensuring its effectiveness. The Chief Executive Officer’s priorities are managing the Group and delivering the Group’s strategy and financial results.

Senior Independent Director

Glyn Jones is the Senior Independent Director (“SID”). His role is to provide a sounding board for the Chairman, to serve as an intermediary for the other Directors when necessary and to be available to shareholders, should they have any concerns they cannot resolve through normal channels. His

responsibilities also include evaluating the Chairman’s performance annually.

Non-Executive Directors

The Non-Executive Directors objectively and constructively challenge management. They also use their wider business experience to help develop the Group’s strategy.

Non-Executive Directors are initially appointed for a term of three years. They may serve two fixed terms of three years and, in appropriate circumstances, may be invited to serve a further three year term. The Nomination Committee nominates the Directors for appointment. The Board then approves the appointments. Non-Executive Directors are subject to election or re-election annually at the Company’s Annual General Meeting (“AGM”). You can find the standard terms and conditions of the appointments at www.directlinegroup.com . Information and support

All Directors have access to the assistance and advice of the Company Secretary. The Board is satisfied that it receives information in a timely manner and of an appropriate quality to enable the Directors to discharge their duties. Directors may seek external independent professional advice at the

Company’s expense if they require it to discharge their duties. Conflicts of interest

In accordance with the Companies Act 2006, the Company’s Articles of Association allow the Board to authorise a matter in relation to which there is, or may be, a conflict between the Group’s interests and the direct or indirect interests of a

Director or between the Director’s duties to the Group and another person.

Each Director has a duty to avoid conflicts of interest. They must declare any conflict of interest that could interfere with their ability to act in the Group’s best interests. The Board has adopted procedures for ensuring its powers to authorise conflicts operate effectively.

The Board has given a number of authorisations in this manner. Notwithstanding such authorisation, the Board continues to ensure that any actual conflict of interest or duty, should it arise, is dealt with appropriately. This would usually involve ensuring the Director does not participate in the relevant Board or Committee discussion or decision.

For this purpose, the Company Secretary maintains a register of conflicts, and of any authorisation of a conflict granted by the Board. The Board reviews this register regularly. Board activities during 2014

During 2014, the Board’s specific areas of focus, challenge and supervision included:

• Participating in developing and challenging the Group’s strategic plan

• Overseeing the prudent management of the Group’s capital, ensuring that capital reserves remain robust, while enabling the return of capital to investors by way of special dividends • Approving and monitoring a comprehensive programme of

investment in technology, organisational restructuring and cultural change. This programme aims to improve customer experience, making it easier to do business with the Group, and deliver outstanding customer service

• Overseeing the management and reduction of the Group’s cost base

• Overseeing a review and streamlining of the Group’s governance framework, including reviewing and approving risk-based policies

• Supporting the Chief Executive Officer in restructuring his management team and appointing new senior executives • Considering strategic options for the Group’s International

businesses, and subsequently authorising and monitoring the proposed sale of the Group’s International businesses. There was particular emphasis on obtaining fair outcomes for all stakeholders

• Encouraging management initiatives for cultural transformation

• Monitoring the progress of the complex programme of migrating IT systems and telephony from RBS Group to new Direct Line Group platforms, networks and data centres • Encouraging the relaunch of the Direct Line brand and

challenging the related brand and customer-service propositions

• Overseeing the Group’s regulatory relationships and preparations for the forthcoming implementation of Solvency II

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The Board held 11 scheduled meetings in 2014 and nine additional meetings. The additional meetings were ad hoc or Board sub-committee meetings to consider specific matters, for example, the proposed sale of the Group’s International businesses. The Board also held its annual strategy day in June 2014. One of the scheduled Board meetings was held in Glasgow as part of a Board site visit.

The Company Secretary attended all Board meetings. At the Board’s discretion, senior executives and external advisers were invited to attend Board meetings and present on business developments and governance issues.

The table below sets out attendance at the scheduled meetings in 2014:

Scheduled

meetings1 Percentage _attendance

Chairman

Mike Biggs 11 of 11 100%

Senior Independent Director

Glyn Jones 11 of 11 100% Non-Executive Directors Mark Catton2 _{2 of 2 100%} Jane Hanson 11 of 11 100% Sebastian James3 _{3 of 4 75%} Andrew Palmer 11 of 11 100% Clare Thompson 11 of 11 100% Priscilla Vacassin 11 of 11 100% Executive Directors Paul Geddes 11 of 11 100% John Reizenstein 10 of 11 91%

Board induction, resources and training

The Board is committed to training and developing all Directors and employees. The Company Secretary is responsible for helping the Chairman regularly review and organise appropriate training for the Directors and maintains an annual training agenda for the Board and its Committees. On appointment, Sebastian James commenced a tailored induction programme, comprising 16 sessions. The

programme was designed to provide an understanding of the Group’s businesses, strategic and transformational priorities, regulatory and governance frameworks, capital and financial management, and risk framework.

The main Board training and development activities in the year under review included the following:

• Training on specific topics, including: competition law, accounting for investments and anti-bribery and corruption

• Visits by Non-Executive Directors to operational business units to meet the management teams and better understand the way the business operates. These included visits to the Claims, Technical and Large Loss, Customer Relations and Counter Fraud teams in Glasgow, and visits to several of the UK Assistance Accident Repair Centres Limited sites • Internal training workshops on Solvency II, including capital

and catastrophe modelling, Internal Model Approval Process (“IMAP”) submission requirements, Standard Formula calculation, profit and loss attribution, diversification and dependencies/correlations

• The Company Secretary presented a regular corporate governance update to the Board

• The Group’s brokers and financial advisers presented quarterly industry and market updates to the Board • The Investor Relations team reported regularly to the

Board on the Group’s relationship with institutional investors and analysts

Direct Line Group’s approach to diversity

The Board carefully considered the diversity of its members from a variety of perspectives. It also sought to ensure that Directors had the relevant range of knowledge, skills, experience and, where necessary, independence to help the Group deliver its strategy.

The Company believes in the merits of diversity. Of the Board’s nine members, three are women. However, while the Board will take care to consider diversity when selecting new members, it is committed to appointing the most appropriate candidate.

The Nomination Committee’s terms of reference state that due regard to the benefits of diversity, including gender diversity, should be given in selecting candidates for the Board. The Corporate Social Responsibility Committee also considers this matter in the context of ensuring the Group’s talent pipeline remains diverse to meet future requirements. The Group provides mentoring schemes for high-potential candidates and associated training and development programmes. You can find numerical data relating to the gender diversity of the Board, senior managers and employees on pages 34 and 35.