GLOBAL INDEMNITY LIMITED
Investment Committee Charter
The Investment Committee (the “Committee”) of the Board of Directors (the “Board”) of Global
Indemnity Limited (the “Company”) is responsible for overseeing investments of the Company.
The Committee shall have at least two members.
III. Meetings and Procedures
The Committee shall meet at least quarterly and more frequently as circumstances require. At each meeting, the Company’s Chief Financial Officer shall report to the Committee about the Company’s investments and confirm if such investments were made in compliance with the investment guidelines established by the Committee.
The Committee may request that any directors, officers, or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee and/or provide such pertinent information as the Committee requests.
The Chairman of the Board shall designate a chairperson for the Committee (the “Chairperson”). The Chairperson or a majority of the members of the Committee may call special meetings of the Committee.
A majority of Committee members shall constitute a quorum. If the Chairman of the Board is a Committee member, the Chairman of the Board must be part of the majority to constitute a quorum (the “Participation Requirement”). The Chairman of the Board may waive, in writing, the Participation Requirement.
At each regularly scheduled meeting of the Board, the Committee shall deliver a report to the Board, as appropriate, that describes all of the material actions taken by the Committee since the prior regularly scheduled meeting of the Board.
The Committee shall fix its own rules of procedure, which shall be consistent with the Company’s Memorandum & Articles of Association (as amended or restated from time to time) and this Charter.
IV. Responsibilities and Duties of the Investment Committee
The Committee shall have the following responsibilities, duties, and authority:
- Establish and review the Company’s investment guidelines.
- Select Investment Managers to be used to oversee the Company’s investments.
- Review the performance of the Investment Managers on an annual basis.
- Review the Committee’s performance periodically.
- Review and reassess the adequacy of the Committee’s charter periodically and recommend to
the Board any appropriate changes.
- Perform such other duties and responsibilities as may be assigned to the Committee, from time
to time, by the Board.
|Seth J. Gersch|
|Jay W. Brown|
|Raphael L. de Balmann|
|Bruce R. Lederman|
|Saul A. Fox|