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LEG London Engineering Group
Articles of Association
1 Business Context
1.1 The London Engineering Group (herein referred to as “LEG” is a consultative body for the London engineering, energy and construction liability underwriting markets herein referred to as the “Engineering Market”).
1.2 LEG draws its membership from insurance and reinsurance companies and Lloyd’s syndicates who participate in the underwriting of liability business of UK, multinational and international risks on a direct or facultative reinsurance basis.
1.3 The members of LEG are underwriting practitioners who are involved in the daily underwriting of liability risks whose member companies have an underwriting office situated in London.
1.4 LEG does not have any parent or subsidiary organisations and is not accountable to other market bodies or organisations.
[Confirm is this statement (in 1.4 above) true of LEG?]
2 Purpose and Scope of Activity of LEG
2.1 The purpose and scope of activities are:
2.1.1 To identify and discuss issues considered to be of interest or concern to the Engineering Market.
2.1.2 To provide education to its members and to others on issues considered to be of interest or concern to the Engineering Market.
2.1.3 To provide a forum for presentations by Members of the Engineering Market and any third parties considered suitable by LEG to participate in such presentations.
2.1.4 To facilitate the distribution of relevant information to London Market engineering underwriters.
2.1.3 To respond to requests from other market bodies or organisations (including governmental, regulatory and industry bodies) or from other outside bodies for service and recommendations on issues relating to the Engineering Market.
2.1.4 To establish working groups to review, assess, develop or comment upon policy wordings or clauses of interest to the Engineering Market.
2.1.5 To organise and sponsor annual conferences for all interested parties related to the Engineering Market, whether members of LEG or not, including, but not limited to, brokers, lawyers, adjusters and risk managers.
2.1.6 To provide a forum for the exchange of views and information between practitioners of the Engineering Market on matters relating to liability insurance.
2.2 LEG will not engage in:
2.2.1 The discussion of specific named risks/insureds;
2.2.2 Any attempt to control either rating or policy conditions, the terms of business or the method of conduct of business applicable to either specific named risks/insureds or to the Engineering Market as a whole;
2.2.3 Any control of the use of policies or wordings; or
2.2.4 Any attempt to formulate strategy that would influence practices within the Engineering Market.
2.2.5 Any practices which may reasonably lead to LEG being deemed or construed to be operating as a cartel.
2.3 The classes of insurance that are within the scope of LEG are Employers’ Liability, Public Liability, Products Liability, Umbrella Liability, Financial Loss, Products Guarantee/Recall and any other classes which would have an impact upon the Engineering Market.
[Note: Are all of these categories relevant? Consider deleting / inserting according to the particular nature of insurance relevant to LEG.
2.4 Membership of LEG shall not require any member to adopt, follow, implement or obey any decision or recommendation of LEG insofar as it relates to the business activity of the member or their employer.
3 Composition of LEG
3.1 LEG shall comprise of and is open to any underwriting practitioners of any insurance or reinsurance company or Lloyd’s syndicate which has an underwriting office situated in London and whose members are transacting business within the Engineering Market and/or the London Insurance Market.
3.2 The representative from each Member Companyshould be a senior, experienced underwriter of energy, construction and/or engineering insurance. Such representative will also be instrumental in formulating their company or syndicate’s underwriting policy for the classes of business referred to in clause 2.3 above.
3.3 An insurance or reinsurance company or Lloyd’s syndicate will not normally be represented by more than one member, but deputy or alternative members will be allowed to attend in absence.
3.4 It is the responsibility of each Member Company or syndicate to ensure that their representative(s) meet the criteria set out in 3.2 above and that a suitable deputy is put forward to represent their company or syndicate in the event that the representative is unavailable.
3.5 LEG may in addition and by invitation include:
3.5.1 Appropriate representatives of brokers, lawyers and loss adjusters or other liability specialists; and
3.5.2 Appropriate representatives of other market bodies and sectors.
3.6 The members shall be annually reviewed to ensure and maintain an effective and balanced representation of the Engineering Market.
3.7 LEG Chairman, Vice Chairman, Treasurer and Secretary will be elected annually from amongst its practitioner members.
3.8 At the meeting in April each year:
3.8.1 Each of the Chairman, the Vice Chairman, the Treasurer, the Secretary and any other office holders shall resign from office (although they shall retain their positions until the end of such meeting);
3.8.2 Any member may put himself or herself forward for any office; and
3.8.3 A resolution shall be taken on the appointment of such members to each office.
[Note: Does LEG wish to hold the meeting in April or would another time be more appropriate for this particular market?]
3.9 Any individual may be removed from any position by a resolution at a duly convened meeting.
3.10 The Chairman (or Vice Chairman in the Chairman’s absence) will oversee the efficient and effective operation of LEG in accordance with its Articles of Association and any member shall be removed from membership if:
3.10.1 The Chairman considers that the relevant member has breached the Articles of Association; and
3.10.2 A resolution to remove the member is passed at a duly convened meeting.
3.11 If a member does not attend four consecutive meetings then:
3.11.1 Upon or after the fourth consecutive meeting on non attendance by the member the Chairman (or Vice Chairman in the Chairman’s absence) may raise it as an item for the agenda at the next meeting;
3.11.2 At the next meeting the Chairman (or Vice Chairman in the Chairman’s absence) will call a resolution on whether the membership of the relevant member shall be revoked; and
3.11.3 After the meeting the Chairman will tell the member the decision that was reached and the membership of that member shall be, or not be, revoked as the case may be.
[Note: Is four (4) meetings an appropriate figure as referred to in 3.11? LEG to decide what it reasonably should expect from members].
4 Operation and Administration of LEG
4.1 LEG will normally meet monthly or as otherwise agreed from time to time.
4.2 A meeting may be called upon 5 days written notice to each member (duly delivered to the last address notified by the relevant member) or upon 10 days written notice to the Chairman by 3 members, in which case the Chairman shall notify, in writing, each member at least 5 days in advance of the meeting.
[Does LEG wish to make email a form of notification or contact by telephone? Does LEG agree the notice periods as set out in 4.2 above or wish to amend?]
4.3 No business shall be transacted at any meeting unless a quorum is present. A quorum will consist of eight members excluding the Chairman. A vote on an issue is decided by the majority of members present at the relevant meeting. The Chairman (or Vice Chairman in the Chairman’s absence) has the casting vote in the event that there is no majority.
[Is 8 a realistic figure to have for a quorum? This will depend on anticipated membership numbers of which I am not aware but absences should be taken into consideration.]
4.4 The Secretary will be responsible for ensuring the convening of meetings, preparation and circulation of agendas and minutes and timely follow-up of agreed action.
4.5 No business shall be transacted at any meeting unless:
4.5.1 It has been duly placed on the agenda by the Chairman and circulated to all members by the Chairman at least 2 days in advance of the meeting;
[Is 2 days notice appropriate for LEG?]
4.5.2 The Chairman receives 3 days written notice from a member, in which case the Chairman shall include such matters in the agenda and circulate an agenda including such business to all members at least 2 days in advance of the meeting; or
[Again, confirm LEG agrees to notice periods referred to above.]
4.5.3 A resolution is passed at a duly convened meeting to discuss such business.
4.6 The venue will be agreed as appropriate from time to time. Agendas and minutes of meetings will be circulated in advance to all members and will be available for inspection by relevant parties and bodies upon request to the Chairman.
[For 4.5 and 4.6 consider how agendas and minutes can be properly circulated – is email to be included?]
5 Competition Policy
5.1 LEG is committed to effective competition in the Engineering Market LEG will not allow its meetings, organisation or facilities to be used for any illegal or anti-competitive purposes and it is the duty of each member to:
5.1.1 ensure that LEG does not contravene or assist any other party in the contravention of the Competition Act 1998 or any other applicable statute or regulation and
5.1.2 to be aware of their responsibilities under the Competition Act 1998 or any other applicable statute or regulation and that all due care is take to ensure that no infringement occurs.
5.2 All members of LEG by joining hereby irrevocably authorise the Chairman to disclose to The Director General of Fair Trading all and any information concerning the activities of LEG as The Director General shall lawfully require and to offer all reasonable co-operation to the Director General or his Representatives as may be required.