This Board Charter sets out the authority, responsibilities, membership and operation of the Board of Directors of Old Mutual Life Assurance Company Limited (“the Company”). It is to be read in conjunction with the Articles of Association of the Company.

OPERATION OF THE BOARD
Governance
Each of the directors and all of the Company’s management are fully committed to high standards of corporate governance, which includes embracing the following principles:

• To observe high standards of ethical and moral behaviour.
• To act in the best interests of shareholders.
• To ensure that the Company acts as a good corporate citizen and is recognised as an icon business.
• To recognise the legitimate interests of all stakeholders.
• To remunerate and promote fairly and responsibly.

Directors Responsibilities
The primary responsibility of the directors is to exercise their business judgement to act in what they believe to be the best interests of the Company and its shareholders. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors.
It is the Board’s responsibility to take appropriate steps to protect and enhance the value of the assets of the Company in the best interests of its shareholders. The Board will ensure that at the heart of the organisation there is a culture of honesty, integrity and excellent performance. In furtherance of its responsibilities, the Board will:

• Ensure that appropriate systems and processes are in place so that the business of the Company is conducted in an honest, ethical, responsible and safe manner;
• Oversee the overall conduct of the business and ensure that it is being properly managed;
• Ensure that effective audit, risk management and compliance systems are in place to protect the Company’s assets and to minimise the possibility of the Company operating beyond legal requirements or beyond acceptable risk parameters;
• Be actively engaged in directing and approving the strategic planning of the Company and monitoring management’s implementation of the strategies;
  
• Analyse and review material acquisitions, divestments and capital expenditure;
• Set delegated financial authority levels for the Chief Executive Officer;
• Review and approve the corporate plan, financial and dividend policies and the operating budget and monitor financial performance and integrity of reporting;
  
• Appoint, remove and if necessary, review the performance of the Chief Executive Officer and oversee succession plans for the senior executive team;
• Carry out periodic peer evaluation of directors;
• Act in such a way that Board meetings and discussions promote focused debate within a supportive team atmosphere;
• Ensure effective and timely reporting to shareholders; and
• Safeguard and enhance the image and reputation of the Company.

The responsibilities of each director to the Company has been stated in the Directors’ Charter set out in Attachment A of this Charter

Board and Committee Meetings
The Board will meet every quarter and otherwise as necessary to deal with urgent matters. The Articles govern the regulation of meetings and proceedings of the Board. A schedule of locations of the regular meetings will be provided to the directors at the beginning of each year. Directors should spend the time necessary and meet regularly or as necessary to properly discharge their responsibilities.

To enable appropriate review of the Board materials, directors will be sent materials in advance of the Board meetings in either paper form or electronically. The content, presentation and delivery of papers to directors for each meting will be in accordance with guidelines agreed by the Board.

The Chairman, Chief Executive Officer or committee chairpersons may from time to time invite employees and advisors to attend Board or committee meetings whenever deemed appropriate.

Proceedings of all meetings are minuted and signed by the Chairman of the relevant meeting. Minutes are circulated to directors and approved by the Board at the subsequent meeting.

Meeting procedures for committees will be governed by the respective Board approved charters.

Agenda Items
The Chief Executive in conjunction with the Chairman will establish the agenda for each Board meeting. Standing items will include the Chief Executive’s report, financial reports, disclosure compliance and notification of directors’ relevant interests. Each director is free to raise at any Board meeting subjects that are not on the agenda for that meeting.

Company Secretary
The Compliance Officer will be secretary to the Board.
All directors shall have access to the Company Secretary.

Director Compensation and Reimbursement
The directors’ remuneration is paid in the form of directors’ fees. The fees available to be paid to directors is subject to shareholder approval. The Chief Executive Officer receives no additional compensation for serving as a director.

Director Orientation and Education
The Board will ensure that all new directors are appropriately introduced to senior managers and the business of the Company. All such directors will receive a full disclosure and compliance pack including relevant Company policies, Code of Ethics, its Articles of Association and this Charter.
It is expected that all directors will continuously educate themselves to ensure that they may appropriately and effectively perform their duties. In addition, visits to specific Company operations, when appropriate, and briefings from key executives and industry experts will be arranged.

Management Delegations
The Board delegates to the Chief Executive Officer responsibility for implementing the Board agreed strategy and for managing the day to day operations of the Company. The Chief Executive Officer is in turn, expected to delegate some of those powers to management. The Board is responsible for monitoring those delegations.
Communication between the directors and management should be through the office of the Chief Executive Officer. When directors seek clarification regarding information provided to directors, or are seeking information about the Company generally, this can be sought from the Chief Executive Officer.

Director Access to Employees
Any meetings or contacts that a director wishes to initiate may be arranged through the Chief Executive.

Independent Advice
A committee or individual director may, with the prior approval of the Chairman, engage professional advisers at the Company’s expense to advise or assist them in carrying out their responsibilities.

Conflicts of Interest
The Board expects its members, both individually and collectively, to act ethically and in a manner consistent with the values of the business. Each director will minimise the possibility of any conflict of interest with the Company by restricting involvement in other businesses that would be likely to lead to a conflict of interest. Where conflicts of interest do arise, directors will excuse themselves from the relevant discussions and will not exercise their right to vote in respect of such matters.

BOARD STRUCTURE
Size of the Board
The full Board determines the size of the Board, subject to limits imposed by the Company’s Articles of Association which prescribes that the Board shall comprise not more than seven and not less than three directors. The maximum number of directors may be fixed within its range from time to time by ordinary resolution of shareholders.

Selection of Directors
The Board is responsible for nominating members to the Board and for filling vacancies on the Board that may occur between annual meetings of shareholders. In considering potential directors to commend to shareholders, the Board seeks to identify candidates with appropriate skills, knowledge and experience to contribute to effective direction of the Company, who can exercise an independent and informed judgement on matters which come to the Board and who are free of any business or other relationship that may interfere with the exercise of the individual judgement.
The Chairman is selected by the full Board.

Role of Chairman
The roles of Chairman and Chief Executive are separate.
The Chairman’s role includes the following, to

• manage the Board effectively and provide effective leadership in formulating strategic direction;
• foster a constructive governance culture and apply appropriate governance principles among directors and with management;
• make sure that the Board is well informed and effective and that the members, individually and as a group, have the opportunity to air differences, explore ideas and generate the collective views and wisdom necessary for the proper operation of the Board and the Company;
  
• ensure there are processes and procedures in place to evaluate the performance of the Board, its committees and individual director;
  
• ensure effective communication with shareholders;
  
• act as a mentor or counsel for the Chief Executive Officer; and
  
• act as the link between the Board and the Chief Executive Officer on a day to day basis.

Retirement, Rotation and Resignation from the Board
The requirements and procedures governing the retirement, rotation and resignation of directors are prescribed in the Company’s Articles of Association.

COMMITTEES
Board Committees
The Board has established committees to handle particular analysis and work delegated by the Board. The committees are comprised of directors and executive staff appointed by the Board and the Chairpersons of such committees are appointed by the Board.

The two standing committees are the Audit Committee and the Remuneration Committee. From time to time the Board may also establish ad hoc or special purpose committee to examine or have the delegated authority to deal with specific issues on behalf of the Board.

Role of Committees
Each committee shall have a Board approved charter defining its purpose, role and responsibilities as well as the committee’s membership, operations and reporting requirements. Where appropriate, the committees will make recommendations to the full Board. Committees are not to take action or make decisions on behalf of the Board unless specifically mandated by prior Board authority to do so.

Review of Committees
The committees shall undertake an annual review of their objectives and activities.
The objectives and activities of the committees shall also be reviewed by the Board and by any other parties that the Board deems appropriate.

OTHER BOARD MATTERS
Board Evaluation
The Board shall conduct an annual assessment of its performance and effectiveness as a whole and that of individual directors including the Chief Executive Officer. A summary of the major findings shall be discussed by the Board thereafter.

Trading in Old Mutual Life Assurance Company Shares
Directors may own shares in their own name (or through associated interests). Directors however are subject to acquiring or selling shares only during permitted periods, namely from the day of the meeting at which Board approves the declaration of the interim results until a week after the payment of such dividends and from the day of the Board meeting at which the directors resolve to recommend the dividends to the shareholders at the Annual General Meeting to a week after the payment of such final dividends to the shareholders.. Permission is required from the Chairman and the Chief Executive Officer. All holding and trading by Directors and employees in the Old Mutual Life Assurance Company shares will be subject to requirements by Old Mutual Plc. Any changes in the directors’ or employees’ shareholdings must be reported to the Board.

Board Interaction with Institutional Investors, Analysts, Media, Customers and Members of the Public
Unless otherwise directed by the Chief Executive Officer or the Chairman, communications on behalf of the Company with the media, analysts, brokers and investors must be made only by specifically designated representatives of the Company in accordance with the Company’s Media Policy. The Media Policy authorises the Chairman to speak on behalf of the Company on governance issues and on strategic direction. The Chief Executive Officer is authorised to speak on all aspects of the Company. If any other director receives any inquiry relating the Company, he or she should decline to comment and ask them to call the Chairman or the Chief Executive Officer

Board Independence from Management
The Board may meet at least once a year without management present, for open discussion on any Company issue.

Review of Charter
The Board will review this Charter annually and as required to ensure it remains consistent with the Board’s objectives and responsibilities.