Corporate governance

Helios Underwriting Plc is incorporated in the UK and the Company’s shares are traded on the AIM Market of the London Stock Exchange. As a result, the Company is subject to the UK’s City Code on Takeovers and Mergers.

The Board is committed to achieving a high standard of corporate governance within the Company and its subsidiaries, which it seeks to demonstrate by adopting and being compliant with the principles of the Quoted Companies Alliance’s Corporate Governance Code (‘the QCA Code’). The Board considers the QCA Code is relevant and appropriate for the Company as the ten principles of the QCA Code focus on “pursuit of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which the company was created”.

Accordingly, the Board ensures the Company has a strong governance framework embedded within its culture and applies the principles of the QCA Code. The Board requires that the Company’s strategy of building a portfolio of underwriting capacity at Lloyd’s through the purchase of corporate members is carried out in a manner that is ethical and sustainable. This is achieved by focusing on syndicate portfolios comprising quality syndicates which are managed by leading managing agents at Lloyd’s. The Directors and the Board determine, support and will observe the Company’s ethical values in order to promote and preserve the Company’s reputation. The Board periodically reviews the governance framework and, as the Company evolves, will make such improvements and changes as considered necessary. Details are set out below of how the Company addresses and complies with the principles of the QCA Code and further information will be included in our next Annual Report and Accounts.

This website contains the information required to be disclosed by AIM Rule 26.

Principles of the QCA code

Last updated 27 September 2019

QCA Code Principle 1

Establish a strategy and business model which promotes long-term value for shareholders.

QCA Code Principle 2

Seek to understand and meet shareholder needs and expectations.

QCA Code Principle 3

Take into account wider stakeholder and social responsibilities and their implications for long-term success.

QCA Code Principle 4

Embed effective risk management, considering both opportunities and threats, throughout the organisation.

QCA Code Principle 5

Maintain the board as a well- functioning, balanced team led by the chair.

QCA Code Principle 6

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.

QCA Code Principle 7

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.

QCA Code Principle 8

Promote a corporate culture that is based on ethical values and behaviours.

QCA Code Principle 9

Maintain governance structures and processes that are fit for purpose and support good decision- making by the board.

QCA Code Principle 10

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

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