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Board Committees
Five specialized committees provide assistance to the Board of Directors. These include the Executive & Corporate Governance Committee, Finance & Investment Committee, Audit Committee, Compensation Committee and Underwriting & Risk Management Committee.
Executive & Corporate Governance Committee
The Executive & Corporate Governance Committee consists of at least three Directors and currently has five members including the Chairman of the Board of Directors. At least one third of its members are independent directors. The current members of the committee are James D. Carey (Chairman), David R. Tunnell, Robert Hurst and Brian Modesitt.
The purpose of the committee is to exercise the power and authority of the Board of Directors when the entire Board of Directors is not available to meet. In addition, the committee also identifies individuals qualified to become Directors, recommends to the Board of Directors nominees to serve on the Board of Directors, develops and recommends to the Board of Directors a set of corporate governance principles, and oversees the self-evaluation process of the Board of Directors, the management and the Board of Directors committees and takes a leadership role in shaping the Company's corporate governance policies.
Finance & Investment Committee
The Finance & Investment Committee consists of at least three Directors and currently has four members. A majority of its members must be non-management Directors. The committee supervises the finance function of the Company, including the investment of funds and financing facilities. The current members of the committee are Robert Hurst (Chairman), Brian Modesitt, Nicolas Zerbib and Roberto Mendoza.
Audit Committee
The Audit Committee consists of at least three Directors and presently has five members. The majority of its members are independent directors. The current members of the committee are Nicolas Zerbib (Chairman), Alban de Mailly Nesle, Brian Modesitt, Anthony Philip Hope and Roberto Mendoza.
The Audit Committee assists the Board of Directors in its oversight of (i) the integrity of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements, (iii) the independent auditors' qualifications and independence, and (iv) the performance of the Company's internal audit functions and independent auditors.
Compensation Committee
The Compensation Committee consists of at least three Directors and presently has four members. The majority of its members must be independent and no member may be an officer or employee of the company. The current members of the committee are Anthony Philip Hope (Chairman), David R. Tunnell, James D. Carey and Jean Lanier
The Compensation Committee determines the total annual compensation of the Chief Executive Officer on the basis of his contractual targets individual performance. The committee makes recommendations to the Board of Directors with respect to Director compensation. The compensation committee may also make recommendations to the Board of Directors regarding the compensation of corporate officers, senior management and any other employees, and particularly with regard to the calculation of variable compensation or long-term incentive plans. It determines any report required to be disclosed pursuant to applicable law or regulation, and takes a leadership role in shaping the Company's compensation policies.
Underwriting & Risk Management Committee
The Underwriting & Risk Management Committee consists of at least three Directors with knowledge or experience relating to underwriting and risk management. At least one half of its members must be independent. The current members of the committee are David R. Tunnell (Chairman), Hans-Peter Gerhardt, Nicolas Zerbib and Björn Jansli.
The purpose of the Underwriting & Risk Management Committee is i) to review and evaluate the Company's underwriting, policies, guidelines, performance, risk management, processes and procedures, ii) to monitor and discuss guidelines and policies that govern the process by which the Company's exposure to risk is assessed and managed by management, and iii) on behalf of the Board of Directors, to establish appropriate risk profiles and aggregate risk exposures for the Company as well as underwriting authorities for the underwriting teams.
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