Underwriting Committee Charter
Purpose
The Underwriting Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Alterra Capital Holdings Limited (the “Company”) to: (1) review and monitor underwriting strategy; (2) approve, review and monitor risk tolerances; (3) approve and review underwriting policies and guidelines; (4) review and monitor underwriting performance; (5) review ceded reinsurance programs and practices; (6) review and approve new lines of business (7) review and approve acquisitions and disposals of lines of business and (8) have such other powers and perform such other duties as the Board may from time to time delegate to it.
Committee Membership
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 upon the recommendation of the Nominating and Corporate Governance 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.
The Committee, to the extent it deems necessary or appropriate, shall:
- Review and monitor underwriting strategy for the Company as a whole and by line of business.
- Approve, review and monitor overall risk tolerances, which may include limits, aggregates, maximum probable losses from catastrophe, clash and contagion events or other metrics employed by the Company to evaluate risk.
- Approve and review group level underwriting policies and guidelines and monitor compliance with such approved group-level underwriting policies and guidelines.
- Review and monitor underwriting performance and performance targets, which may include any loss ratio targets, combined ratio targets, return on equity targets or other measurement devices employed by the Company to measure underwriting performance
- Review ceded reinsurance programs and practices.
- Review and approve new lines of business.
- Review and approve acquisitions and disposals of lines of business, joint ventures
and strategic equity investments.
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Perform such other responsibilities regarding the Company’s underwriting activities or other matters as the Board may delegate to the Committee from time to time.
Meetings
The Committee shall meet as often as it determines, but not less frequently than quarterly. 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 any 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.
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 Underwriting Committee and approved
by the Board of Directors on November 6, 2012.
