Founded in 1902, MDDUS is a mutual defence organisation offering expert advice, assistance and indemnity cover to doctors, dentists and other healthcare professionals across the UK. Our purpose is to protect healthcare professionals throughout their careers.
We are owned by, and operate for, our members – we have no shareholders and pay no dividends. A priority of the Board is protecting the mutual fund of subscriptions and other income to deliver our purpose. This means the benefits of membership are discretionary as set out in our governing document, the Articles of Association (‘the Articles’).
A private company limited by guarantee, MDDUS is the trading name of the parent company of the Group. There are four subsidiaries: MDDUS Insurance Limited, our commercial insurance company, which is licensed by the Guernsey Financial Services Commission; MDDUS Services Limited, our UK-based insurance intermediary, which is authorised by the Financial Conduct Authority; MDDUS Education Limited, our education and training company; and MDDUS Property Limited, which oversees the management and performance of our investment property portfolio.
The Board is committed to leading, controlling and directing MDDUS in accordance with a recognised corporate governance framework. As a member of the Association of Financial Mutuals (AFM), we apply the six principles of the AFM Corporate Governance Code (‘the Code’) – namely, purpose and leadership, Board composition, director responsibilities, opportunity and risk, remuneration, and stakeholder relationships and engagements. In doing so, the Board has regard to: the guidance provided in the Code; our business model, management and mutual ownership status; and the overriding statutory and fiduciary duties of a director.
Our corporate governance arrangements are kept under regular review. A more detailed report about our governance arrangements and the application of the Code is provided in our most recent Annual Report and Accounts.
MDDUS Board
The Articles provide that the business of MDDUS shall be managed by the Board, which has terms of reference and a schedule of matters reserved for its consideration / decision, e.g. the approval of strategy, substantive changes to the services provided to members and the Annual Report and Accounts.
Any voting member of MDDUS can stand for appointment to the Board at an Annual General Meeting (AGM). As at the end of 2023, there were nine Non-Executive Directors (NEDs) and three Executive Directors: the Chief Executive, the Finance Director, and the Director of Professional Services and General Counsel. The Board included experience from diverse backgrounds and the fields of acute and primary care, dentistry, business development, financial services, actuarial science and corporate law. NEDs generally serve not more than three terms of up to three years in office, subject to the succession planning needs of the Board. All NEDs were ‘independent’, having served nine years or less since their first appointment to the Board. Two NEDs were appointed to the Board in February 2024.
Biographies for our Directors are available on our website.
In addition to agreeing pre-AGM appointments of NEDs, the Board appoints Directors to the positions of Chair, Vice-Chair and Senior Independent Director. The role of Chair is separate to that of Chief Executive and the role profile for the former distinguishes clearly between leading the Board and the executive responsibility for running the business.
There is an agreed process for evaluating the contribution and effectiveness of the Board, its committees and subsidiaries, and individual NEDs.
The Board usually meets five times a year and has a forward business programme, which helps the Chair, Chief Executive and Company Secretary to shape the agenda for each meeting. A typical meeting will consider emerging strategic, policy and significant operational matters, performance against the strategy and business plan, a management information pack, and minutes and verbal updates from meetings of its committees and subsidiary boards.
MDDUS Board committees
The Board is supported in its work by committees. The role and membership of Board committees, and the Group’s subsidiaries, is reviewed annually. All NEDs serve on at least one committee. Executive Directors and the Company Secretary attend or are members of each committee.
The Audit and Risk Committee’s responsibilities include: reviewing the governance framework of the Group and any developments in governance ‘good practice’; oversight of risk management and financial and other internal controls and accounting policies; reviewing the processes, controls and results in relation to calculating the actuarial provisions, the capital requirements and solvency positions of the Group and the technical pricing elements of subscription rates and insurance policy premiums; considering the reports of the external and internal auditors, actuarial peer review firm/s and the internal risk and compliance function, and the executive’s responses to actions identified; reviewing and endorsing the Annual Report and Accounts to the Board; and endorsing the (re-)appointment of the external auditor to the Board.
The Investment Committee’s responsibilities include recommending to the Board the Investment Policy Statement and appointing and overseeing the performance of the investment managers.
The Remuneration and Nominations Committee’s responsibilities include: determining and keeping under review the remuneration and terms and conditions of service of directors; being consulted about the Group remuneration strategy; and leading an open and transparent process to identify and nominate candidates to fill vacancies on the Board, its committees and subsidiaries. When nominating suitable candidates, the Committee takes into account the composition and size of the Board (including the skills, knowledge, experience and diversity of directors), the Group’s governance framework and the current and potential needs of MDDUS. We aim to have a gender-balanced Board. However, diversity enables more effective discussions and better decision-making, so it is defined by the Committee in its widest sense, to include gender, social and ethnic background, and cognitive and personal strengths. The Committee aims to long-list candidates in light of the succession planning needs of the Board, and to develop the diversity of the Board across all areas. All nominations are based on merit. There is a regularly reviewed role profile for NEDs (and each of the Board’s office holders) and an induction programme for new directors. The Committee is also responsible for determining, and reviewing the results of, the processes to evaluate the contribution and effectiveness of the Board, its committees and subsidiaries, and individual NEDs.
The Executive
The Chief Executive leads our executive and is the chair of the Executive Committee, which considers operational, performance and planning issues, and the Pre-Board Group, which reviews papers and other advice to the Board. The Director of Professional Services and the Finance Director chair, respectively, the Commercial Delivery Board and the Internal Delivery Board, both of which report to the Executive Committee.
The Membership
MDDUS is owned on a not-for-profit basis by, and operates for, its members. Members are encouraged to support our ‘good governance’, for example, by standing for appointment to the Board and / or attending the AGM to receive the Annual Report, to appoint NEDs and the external auditor, and to consider other resolutions. The Notice of the AGM and related papers are published at the earliest opportunity, whilst ensuring compliance with the NED appointment process.
For more information about our governance arrangements, please contact:
Bryan A. Hislop
Company Secretary
secretary@mddus.com
Based on the (draft) MDDUS Annual Report and Accounts 2023
BH 05.01.23
21.06.24 (v4)