Governance

Governance Overview

Approach to governance

We aim to take a holistic approach to governance, with a proactive and effective Board providing the framework for addressing our long-term sustainability.

As the Company's primary listing (known in the UK as a premium listing) is on the London Stock Exchange, the Company abides by the UK Corporate Governance Code 2012, but also has appropriate regard to governance expectations in other territories where its shares are listed. The text of the UK Corporate Governance Code 2012 is available on the Financial Reporting Council's website at www.frc.org.uk.

Governance relationship with Nedbank

The governance relationship with our majority-owned subsidiary, Nedbank Group Limited (Nedbank), recognises the latter's own governance framework as a separately-listed entity on the JSE Limited and the fact that it has minority shareholders. The Company has a relationship agreement with Nedbank that sets out the Company's requirements and expectations as its majority shareholder. Nedbank has also adopted the Group Operating Model (described below), subject to certain waivers in acknowledgement of its separately-listed and regulated status, which sits alongside that agreement.

Subsidiary companies

Our major South African public subsidiary companies are subject to applicable local governance expectations, including those contained in King III and, for Nedbank, the JSE's listings requirements. In addition, given that we have two 'domestically systematically important financial institutions' - Old Mutual Emerging Markets and Nedbank - we are actively considering how we may need to adapt the future governance of our South African operations as South Africa migrates to a 'Twin Peaks' regulation model similar to the UK's.

OM Asset Management

Our US institutional asset manager, is now separately listed on the New York Stock Exchange (NYSE). It is therefore subject to the rules of the US Securities and Exchange Commission, the NYSE listing rules and other requirements applicable to US publicly-listed entities, including those of the Sarbanes-Oxley Act of 2002. OMAM has adopted policies and governance principles that are closely aligned with those set out in the Group Operating Model. In addition, as part of the arrangements leading up to its separate listing, OMAM entered into a shareholders' agreement with Old Mutual plc and OM Group (UK) Limited giving the Group various rights with respect to the management and conduct of OMAM's affairs.

Board of Directors

The Old Mutual Board currently has 13 members, 3 of whom are executive and 10 of whom are non-executive. Further details of the current membership can be found on our Board of Directors page.