Corporate Governance - Committee

Committee Members

  • Chairperson

    Dr. Therese Vaughan

  • Committee Member

    Mahmoud Abdallah

  • Committee Member

    Michael Carpenter

  • Committee Member

    Matthew Grayson

  • Committee Member

    John Hendrickson

  • Committee Member

    Jean-Marie Nessi

  • Committee Member

    Ed Noonan

  • Committee Member

    Christopher Watson

  • Committee Member

    Gail Ross



This Risk Committee charter has been adopted by the Board of Directors (the “Board”) of Validus Holdings, Ltd. (the “Company”).

A. Risk Committee Purpose

The purpose of the Risk Committee shall be to oversee the risk management and underwriting functions and activities of the Company.

B. Risk Management Duties and Responsibilities

In furtherance of the Committee’s oversight of the Risk Management function of the Company, the Committee shall have the following duties and responsibilities:

  1. Approve the Company’s risk management framework, including strategy and go-vernance.
  2. Work with management to ensure the ongoing, effective implementation of the risk management framework.
  3. Approve the Company’s overall risk appetite and review specific risk limits as de-fined within the risk management framework, including limits for underwriting, investment, operational, business and any other risks.
  4. Receive and review the investment policies and guidelines established by the Company and approve any amendments to the investment guidelines.
  5. Approve counterparty risk limits and ensure that exposure to retrocession-naires/reinsurers are within specified limits. Additionally, approve all reinsurance buying strategies and vehicles.
  6. Receive and review management reports from the Company’s risk bearing subsid-iaries (the “(Re) Insurance Subsidiaries”) to ensure exposures to all risks are within specific risk limits and procedures are in compliance with stated risk policies. Review and evaluate all instances of non-compliance.
  7. Ensure, at least on an annual basis, that each of the (Re) Insurance Subsidiaries is in compliance with all relevant regulatory requirements and to take whatever ac-tions are required in order for the Company and its (Re) Insurance Subsidiaries to be in compliance with such requirements.
  8. Receive and review strategic capital allocation and its incorporation into under-writing business plan.
  9. Receive and review the Company’s strategic asset allocation plan relating to equi-ty, alternative and other investments. Ensure all investments made by the Compa-ny are in accordance with the plan.
  10. Review the use of risk models and exposure monitoring tools including catastro-phe models and economic capital models.

C. Underwriting Duties and Responsibilities
In furtherance of the Committee’s oversight of the Underwriting function of the Company, the Committee shall have the following duties and responsibilities:
  1. Approval of annual business plans and material changes thereto, including written and ceded premium budgets, profit and loss projection statements, pricing and concentration strategies.
  2. Approve all material changes to existing underwriting guidelines.
  3. Approve all material changes to Reinsurance purchasing guidelines, and reinsur-ance expenditures in excess of ceded premium budgets.

Work with management to analyze meaningful extensions to current lines of business be-ing offered. Additionally, work with management in the analysis of new lines of business outside the business plan, subject to board approval

Receive and Review:

  1. Periodic review of underwriting authorities including but not limited to the Chief Underwriting Officer (Val Re), Director of Underwriting (Talbot), Named Un-derwriter (Talbot) and Operating Company CEOs
  2. All individual underwriting decisions outside the Chief Underwriting Officer’s (Val Re), Director of Underwriting (Talbot), Named Underwriter (Talbot) and Operating Company CEO’s respective authority.
  3. Underwriting reports, inclusive of the following:
    1. Quarterly and year-to-date premium production by line of business and contract type.
    2. Quarterly and year-to-date comparisons of premium and priced loss ratios against annual business plans.
    3. Quarterly and year-to-date new vs. renewal business report when appro-priate.
    4. Quarterly and year-to-date individual losses in excess of $5m (cat losses should be reported as a single entry) or USD equivalent.
    5. Quarterly and year-to-date broker premium production quarterly and year-to-date profitability and pricing comparisons on a gross and net basis. Upon completion of Re-Caps, a quarterly review of reinsurance purchases including ceded premiums, loss ratios, expected ceded profit, volatility with and without reinsurance, efficient frontier analysis, and other metrics at management’s discretion.
    6. All actuarial reports as produced.
    7. Underwriting results by underwriting year or year of account by line of business on both a gross and net basis.
  4. All energy, construction, and treaty reinsurance risks written without the sign-off of the applicable practice group leaders or appropriate practice group personnel including limits, premium, priced loss ratio and reason for exception.
  5. Updates on underwriting system changes, developments.
  6. Major underwriting staff changes, promotions, additions.

D. Outside Advisors

The Committee shall have access to and authority to retain independent advisors, including legal counsel, external auditors and financial advisors, if and when it deems necessary to perform its duties. The Committee may retain these advisors without seeking Board approval and may ap-prove related fees and retention terms. The Committee will notify the Board of such actions and provide updates to the Board as appropriate.

E. Membership

The Committee shall consist of no fewer than three (3) directors, as determined by the Board. A majority of the members of the Committee shall be non-management directors. The Committee members shall be appointed annually by a majority vote of the Board on the recommendation of the Corporate Governance and Nominating Committee. The Committee members may be re-moved, with or without cause, by a majority vote of the Board.

F. Chairman

The Committee shall include a Committee chairman. The Committee chairman shall be appointed by a majority vote of the Board. The Committee chairman shall be entitled to chair all regular sessions of the Committee and cast a vote to resolve any ties.

G. Meetings

The Committee shall meet at least one (1) time per quarter or more frequently as circumstances dictate. All Committee members shall strive to be present at all Committee meetings.

The Committee chairman may call a Committee meeting upon due notice to each other Commit-tee member at least twenty-four (24) hours prior to the meeting. A majority of Committee mem-bers, acting in person or by duly authorized representative, shall constitute a quorum. The Committee shall act by majority vote. The Committee meetings shall follow a set agenda estab-lished by the Committee chairman in consultation with the Chairman of the Board. The Com-mittee shall be responsible for maintaining minutes and other applicable records of each Com-mittee meeting. The Committee shall report its actions and recommendations to the Board after each Committee meeting.