The Annual General Meeting of members elects directors on the basis of their professional competencies, personal qualities and the contribution they can make to the governance of Old Mutual Life Assurance Company Limited (“the Company”).
This Charter is being established to facilitate the full and free exercise of these qualities and to ensure the effectiveness of each director’s contribution, consistent with the standards of independent judgement, ethics and integrity they are expected to observe.

Primary Duty
In accordance with the principles of good corporate governance, each director undertakes:

• To act first, foremost and always in the best interest of the Company and not for any other collateral purpose;
• To exercise his/her power in the executive duties in good faith; and
• To act with and with the care a prudent person would take when acting on their own behalf.

Each director undertakes that, in arriving at a decision on any issue, he or she shall strive to ensure that the decision is in the best interest of the Company and is not driven by any other interests.

Core Values
Each director subscribes to the values of the Company – to always act in the interest of the shareholders by promoting the effective and responsible use of resources, for the benefit of the shareholders, other stakeholders and the society and commits to upholding them and ensuring their implementation.

Consequently, the directors undertake to take into account not only the possible financial impact of their decisions but also their consequences for sustainable development, their effect on relations with stakeholders and the general interest of the communities in which the Company operates.

Scope of Responsibility
Each director is fully aware that the Board is responsible for determining the Company’s vision, mission and values, deciding its strategic objectives, ensuring establishment of the organizational structure and procedures to achieve the objectives, ensuring effective control over the Company and accounting to its shareholders.

Before accepting to be a director, each director shall familiarize him/her self with the legal and regulatory texts associated with the Company, the Company’s particulars derived from the memorandum and articles of association, the Board’s charter and any other issues necessary for the proper discharge of his/her duties.

Commitment
Each director undertakes to dedicate the time and attention necessary to fulfil his/her duties. Should a director propose to accept another directorship in addition to that (or those) held at the time of his/her appointment, this fact shall be brought to the attention of the Chairman with whom they are to assess whether such new responsibilities would leave the director the time necessary to be devoted to the Company’s responsibilities.

Each director shall strive to attend all Board Meetings and the Annual General Meeting.

Independence
In all circumstances, each director undertakes to preserve his/her independence of analysis, judgement, decision and action and to resist any pressure direct or indirect whether by other directors, member groups, creditors, suppliers or more generally any third party.

Each director undertakes not to seek nor to accept from the Company or any other party directly or indirectly any advantage that might be considered as compromising his/her independence.

Conflicts of Interest
Each director undertakes to disclose to the Board fully and immediately it comes to his/her attention any real or potential conflict of interest, direct or indirect, which they may have.
A director with such a conflict shall not participate in any discussion of any such topic or on voting on it.

Board Effectiveness and Evaluation
Each director is fully aware of the importance of regular attendance and effective participation at meetings. Each director undertakes to do everything within their power to attend all meetings.

Each director further undertakes to prepare sufficiently for meetings by carefully considering board papers and attachments thereto and where necessary seeking clarifications. Where a director is unable to attend a meeting, each director undertakes to communicate through the Chairman or the Chief Executive Officer any concerns or issues they would wish considered.
Board deliberations give rise to consensus or formal votes covering matters of importance to the Company.

Each director shall be attentive to and respectful of the delineation and exercise of powers and responsibilities attributed to the Company’s respective decision making organs. Directors shall however ensure that no single person can exercise uncontrolled discretionary powers. They shall support the proper functioning of the Board Committees, and pay particular attention to ensure that the Company’s internal controls are effective and that it’s auditors perform their mission in a satisfactory manner.

Information Confidentiality
Each director is responsible for seeing to it that he is provided sufficient information in due time to permit the Board to deliberate properly on all issues. It is the duty of each director to request of the Chairman or the Chief Executive Officer in a timely manner information they may require for decision making.

Information concerning the Company which is communicated to a director in confidence in connection with his/her function is provided intuitu personae (in consideration of the person). Directors must personally take the necessary precautions to preserve the confidentiality of such information and not divulge it under any circumstances. This personal responsibility applies equally to representatives of legal entities which are directors.

Duty to Communicate Dissent
Each director commits to express his/her views clearly and to use all means at his/her disposal to convince the Board of the validity of his/her position should he/she hold the view that a proposed Board decision is not in the best interest of the Company.

To this end, each director shall successively consider:

• Airing the reasons for the opposition and the negative consequences for the Company that would result from the prospective decision
• To have the advice of internal or outside experts sought on the issue
• To request a postponement of the decision if the nature of the issue permits
• To request that a written statement of his/her position to be attached to the minutes of the meeting
• To request a special meeting of the Board to consider all solutions.