The Board of Directors (the "Board") of RenaissanceRe Holdings Ltd. (the "Company"), on the recommendation of its Corporate Governance and Human Capital Management Committee, has adopted these guidelines to provide a framework for the governance of the Company and to assist the Board in fulfilling its duties and responsibilities. These guidelines, in conjunction with the Company's organizational documents and committee charters, are intended to ensure that the Board will have the information, processes and authority to make decisions independent of management.
The Role of the Board of Directors-
Direct the Affairs of the Company
The Board believes that the primary responsibility of directors is to oversee the management of the Company's affairs to further the best interests of the company, as contemplated by Bermuda law. The Board principally fulfills its responsibilities through its oversight of the Company's management, including the Chief Executive Officer (the "CEO"), and by reviewing and approving key corporate policies, strategies and commitments.
The Board believes, consistent with Bermuda law, that day-to-day management of the Company is the responsibility of management and that the role of the Board is to oversee management's performance of that function. The basic responsibility of the directors is to exercise their business judgment in good faith and act in what they reasonably believe to be in the best interests of the Company. In discharging that obligation, directors should be entitled to rely on the honesty and integrity on their fellow directors and the Company's senior executives, outside advisors and outside auditors.
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Long-Range Strategy Development
The Board believes that long-range strategic issues should be discussed and reviewed at regular Board meetings.
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Review of Financial Goals and Performance
The Board reviews and critiques the Company's strategic plan with specific goals on at least an annual basis. In addition, the Board reviews financial performance quarterly, in comparison to plan. The Board recognizes the importance of longer-term objectives and is careful not to over emphasize short-term performance.
Effective as of November 5, 2025
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Ethical Business Environment
The Board believes that the long-term success of the Company is dependent upon the maintenance of an ethical, values-driven business culture that focuses on vigorous adherence to the letter and the spirit of regulatory and legal requirements and the Company's Code of Ethics (and/or such other similar documents as may be in effect from time to time). The Board and its committees expect that management and its advisors will conduct operations in a manner that supports the Board's view.
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CEO Performance Evaluation
The Board believes that the performance of the Company's CEO should be evaluated regularly and that evaluation of the CEO should be both an objective and a subjective process, based on qualitative and quantitative factors, including performance of the business, accomplishment of long-term objectives, positioning of the Company for the future, development of management and leadership in the industry.
The Board has delegated responsibility for conducting an annual review of the
CEO's performance to the Corporate Governance and Human Capital Management Committee, as set forth in its charter. The results of the evaluation are considered by the Corporate Governance and Human Capital Management Committee when determining CEO compensation, and are discussed with the Board. The Chair of the Corporate Governance and Human Capital Management Committee reviews comments of the Board with the CEO, as appropriate.
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Succession Planning and Management Development
The Board and the Corporate Governance and Human Capital Management Committee share responsibility for succession planning. The Board has delegated responsibility to the Corporate Governance and Human Capital Management Committee, as set forth in its charter, to review and advise on management succession issues, including recommend the selection of a new CEO to the full Board when appropriate. The Board has an established practice of having the CEO annually review with the full Board the abilities of the key senior managers and their likely successors. In conjunction with this review, the CEO, through the Corporate Governance and Human Capital Management Committee, should report to the Board on the Company's management development program. Additionally, outside directors may address management succession issues in executive sessions.
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Compensation of Executive Officers
The Board establishes the compensation and benefits programs for the Company's executive officers, subject to shareholder approval where required by applicable law. The Board has delegated authority to oversee compensation and benefits plans to the Corporate Governance and Human Capital Management Committee, as set forth in its charter.
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Board Effectiveness Review
The Board and each of its committees will conduct an annual self-evaluation to determine whether they are functioning effectively. The performance of individual Board members will also be assessed, typically in connection with the review of a director's proposed nomination for a subsequent term, in the context of the committee's overall review of the strengths and weaknesses of the Board as a whole, and should specifically review areas in which the Board or management believes a better contribution could be made in order to increase the effectiveness of the Board.
Pursuant to its charter, the Corporate Governance and Human Capital Management Committee has responsibility for oversight of the Board's annual effectiveness reviews, review of individual director performance, and similar matters. All directors are encouraged to make suggestions to improve the Board's practices at any time. Results of the Board and committee effectiveness reviews will be reported to the Board following each such review. Results of individual director assessments will be discussed by the Corporate Governance and Human Capital Management Committee with the individual director and, as appropriate in the judgment of the Committee, with the full Board.
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Confidentiality
To facilitate open discussion, the deliberations of the Board and its committees are confidential. Each director shall maintain the confidentiality of information received in connection with his or her service as a director.
- Board Interaction with Institutional Investors, the Press, Customers, etc.
The Board believes that management speaks for the Company, and the CEO speaks for the Board with respect to most external communications. Accordingly, directors are encouraged to refer any direct inquiries concerning the Company to the CEO or the Chief Financial Officer ("CFO").
Individual Board members may, from time to time, meet or otherwise communicate with various constituencies, including shareholders, that are involved with the Company. However, it is expected that Board members will do this only with the knowledge of the management and, absent unusual circumstances or as contemplated by the committee charters, only at the request of management.
Meetings of the Board of Directors-
Frequency of Meetings; Attendance
The Board believes that regular quarterly meetings are generally appropriate for the Company; however, the number of scheduled Board meetings may vary with circumstances. Special meetings may be called as necessary, either by the Chair of the Board or by a majority of the outside directors. While the Board recognizes that
directors discharge their duties in a variety of ways, the Board feels it is the responsibility of individual directors to make themselves available to attend both scheduled and special Board and committee meetings on a consistent basis.
Directors are expected to attend Board meetings and meetings of committees on which they serve, and to meet as frequently as necessary to properly discharge their responsibilities.
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Executive Sessions of the Outside Directors
The Board believes that outside directors should have the opportunity to meet in executive session in connection with each regularly scheduled Board meeting, without the CEO and any other inside directors or members of management present. Outside directors may also meet in executive session at such other times as determined by the Non-Executive Chair of the Board, or as may be requested by the Board. If the non-management directors include any directors who are not "independent" pursuant to the Board's standards for determining independence, at least one executive session will include only independent directors. The Non-Executive Chair of the Board will serve as the facilitator of these executive sessions. Where a specific topic that is the responsibility of one of the Board Committees is the focus on an executive session, the Non-Executive Chair may delegate this responsibility to the Chair of the relevant Committee. Following each executive session, the results of deliberations and any recommendations should be communicated to the full Board by the Non-Executive Chair.
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Attendance of Non-Directors at Meetings
The Chair of the Board has discretion to request that other members of management attend the Board meetings. The Board believes it is appropriate for members of the management Governance Committee and the General Counsel (who participates in the role of Secretary to the Board) to attend each meeting. In addition, the Board believes it is important for directors to have exposure to the Company's other key senior officers and that their attendance at and participation in Board meetings is helpful in appropriate circumstances. If the Chair of the Board wishes to have additional Company personnel attend on a regular basis, the full Board should consider the suggestion.
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Agendas, Presentations and Minutes
The Non-Executive Chair of the Board sets the agenda for Board meetings and executive sessions to ensure that Board members receive the information necessary to fulfill their responsibilities. The Non-Executive Chair consults with senior management in establishing Board meeting agenda and also takes into account suggestions of Board members. The General Counsel, CFO and other members of management, as appropriate, should facilitate the management of the agenda setting process. Board members are encouraged to suggest items for inclusion on the agenda. The outside directors may choose to present their suggestions to the
Chair of the Corporate Governance and Human Capital Management Committee who will discuss their suggestions with the Chair of the Board.
The Chair of the Board should determine the form of each presentation to the Board and the person to make such presentation. Board members are encouraged to suggest presentations which they feel may be useful to the discharge of the Board's duties.
The Board, and its committees, shall maintain minutes or other records of their meetings and activities.
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Dissemination of Key Information
The Board should receive written information important to understanding presentations, discussions and issues covered at each meeting sufficiently in advance of the meeting to permit appropriate review. It is understood that additional issues may emerge between the time of such dissemination and the relevant meeting. Longer and more complex documents should contain executive summaries. The focus of materials should be on analysis rather than data.
The Board should periodically review the information flow to Board members to ensure that directors receive the right kind and amount of information from management in sufficient time to prepare for meetings. The Chair of the Board has directed the CFO and General Counsel to coordinate the information flow to the directors and to periodically discuss director satisfaction with Board materials with individual directors and encourages directors to offer suggestions on materials.
- Director Attendance at Annual Meeting
The Board does not have a formal policy regarding attendance at the Company's annual general meetings of shareholders, though directors are generally expected to attend. Annual meetings are held in Bermuda pursuant to the Company's Bye-laws.
Board Composition and Structure- Independence of Outside Directors
The Board will have a majority of directors who meet the criteria for independence required by the New York Stock Exchange (the "NYSE"). Independence determinations will be reviewed by the Corporate Governance and Human Capital Management Committee annually, with assistance from the General Counsel.
Outside directors have an affirmative obligation to inform the Chair of the Corporate Governance and Human Capital Management Committee of any material changes in their circumstances or relationships that may impact their designation by the Board as "independent."
The Board will consider all relevant factors and circumstances when reviewing a
director's independence, including any commercial, industrial, banking, consulting,