Executive Committee Charter
The Executive Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Alterra Capital Holdings Limited (the “Company”) to act on Board matters that may be properly delegated to the Committee and that, in the opinion of the Chairman of the Board, should not be postponed until the next scheduled meeting of the Board.
The Committee shall be comprised of three or more directors, the exact number to be determined from time to time by resolution of the Board. Members of the Committee shall be appointed by the Board and may be replaced by the Board, with or without cause. The Board shall select the Chairperson of the Committee.
The Board may designate one or more directors as alternate members of the Committee who may replace any absent or disqualified member or members at any meetings of the Committee.
Committee Authority and Responsibilities
The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate.
The Committee shall receive appropriate funding, as determined by the Committee and at the Company’s expense, for ordinary administrative expenses that are necessary or appropriate in carrying out its duties. The Committee may conduct or authorize studies of matters within the Committee’s scope of responsibilities, and may recommend to the Board that the Committee retain, at the expense of the Company, independent counsel or other consultants necessary to assist the Committee in any such studies.
During the intervals between meetings of the Board, the Committee shall have and may exercise the powers of the Board to act upon any matters that, in the opinion of the Chairman of the Board, should not be postponed until the next scheduled meeting of the Board; provided that such authority shall (i) be limited by the Company’s Memorandum of Association and Bye-laws and applicable law, regulation and stock exchange rules and (ii) not include authority over matters specifically reserved for another committee of the Board.
The Committee shall meet as determined by the Chairman of the Board between meetings of the Board. The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend all or a portion of any meeting of the Committee and to provide such pertinent information as the Committee may request, or to meet with any members of, or consultants to, the Committee.
The Committee may meet by telephone conference call or by any other means permitted by law or the Company’s Bye-laws. Two of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of votes cast at a meeting at which a quorum is present. Subject to the Company’s Bye-laws, the Committee may act by unanimous written consent of all members in lieu of a meeting. The Committee shall determine its own rules and procedures, including designation of a chairperson pro tempore in the absence of the Chairperson, and designation of a secretary. The secretary need not be a member of the Committee and shall attend Committee meetings and prepare minutes. The Committee shall keep written minutes of its meetings, which shall be recorded or filed with the books and records of the Company. Any member of the Board shall be provided with copies of such Committee minutes if requested.
The Chairperson of the Committee shall be responsible for leadership of the Committee, including preparing the agenda, presiding over Committee meetings, making Committee assignments and regularly reporting the Committee’s actions to the Board. The Committee shall report any actions or meetings to the Board at the next Board meeting.
Annual Evaluation Procedures
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually evaluate the Committee’s own performance and report to the Board the results of its evaluation.
Limitation of Committee’s Role
Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.
Adopted by the Executive Committee and approved
by the Board of Directors on August 3, 2010.