Finance and Investment Committee Charter
The Finance and Investment Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Alterra Capital Holdings Limited (the “Company”) to: (1) oversee the Board’s responsibilities relating to the financial affairs of the Company; (2) make recommendations to the Board in connection with the Company’s investment guidelines, investment asset allocations and financing activities; and (3) have such other powers and perform such other duties as the Board may from time to time delegate to it.
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 on the recommendation of the Nominating and Corporate Governance Committee. All members of the Committee shall have a working familiarity with basic finance and accounting practices.
The Board may designate one or more directors who meet the requirements for membership on the Committee, 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:
- Approve, review and monitor investment policies and guidelines, including asset allocation ranges and target asset allocations and any exceptions thereto.
- Approve investment manager selection, investment performance benchmarks and target risk management exposures.
- Review and monitor investment manager performance and compliance with investment guidelines
- Review and make recommendations to the Board on all significant credit, letter of credit and other financing facilities. The Committee shall have the authority to approve ordinary course credit, letter of credit and other financing facilities established to support the Company’s or its subsidiaries’ obligations relating to reinsurance and insurance liabilities, for regulatory purposes and/or for other general corporate purposes of the Company or its subsidiaries.
- Review and make recommendations to the Board on all capital-related issues.
- Review the Company’s annual operating budget.
- Review and recommend to the Board dividend policy and declarations.
- Review and recommend to the Board all major new business initiatives, especially those requiring a significant capital allocation.
- Approve the establishment of bank accounts of the Company.
- Perform such other responsibilities regarding the Company’s financing and investment activities that the Board may delegate to it.
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 or by any means permitted by law and 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 Finance and Investment Committee and approved
by the Board of Directors on November 6, 2012.