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RSA Insurance Group - AGM 10 May 2019

Item 2: Approve the Remuneration Report

The structure is aligned with long-term performance.  However, up to 30% of the bonus depends on qualitative criteria and accelerated vesting is possible. Maximum incentive pay slightly exceeds guidelines.  "Business scorecard" and ROTE determine a substantial percentage of both the STI and LTI. We recommend shareholders oppose the resolution.

 Item 12: To re-elect as a director, Charlotte Jones

The director is not independent as she is expected to be appointed CFO in Summer 2019.  She currently serves as a non-independent member of the Audit Committee and of the Remuneration Committee, which does not meet UK best practice or ECGS guidelines.  We consider that it would have been appropriate for her to step down from these committees when she agreed to become an executive at the Company.

RSA Insurance Group

RSA Insurance Group is an international general insurer focused on selected regional markets. Through its subsidiaries and associates, Co. provides personal and commercial insurance products to its global customer base, principally in the U.K., Ireland, Middle East, Scandinavia and Canada. The principal activity of Co. is to hold investments in its subsidiaries and the receipt and payment of dividends.


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