Safety Announces Board Refresh and Corporate Governance Improvement Plan


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BOSTON – (BUSINESS WIRE) – Safety Insurance Group, Inc. (NASDAQ: SAFT) (“Safety” or “Business”) today announced its latest action as part of its plan to continuously refresh the board of administration and improvement of corporate governance implemented by Safety’s Board of Directors:

  • Increase the size of the board from six to seven members,

  • Continuation of our plan to refresh the board of directors and improve corporate governance with a continuous search for highly qualified candidates for directors,

  • Appointment of an independent lead director,

  • Appointment of a new chairman to the nomination and governance committee, and

  • Adoption of three-year term limits for the role of chair of major board committees.

Mary C. Moran, new Chair of the Nominating and Governance Committee, said: “These improvements in corporate governance are part of our ongoing and comprehensive process led by the Board, in collaboration with the Nominating and Nominating Committee. the governance. These actions are based on an ongoing review of corporate governance best practices and shareholder feedback. As we make this announcement today, we will continue to assess other changes and adopt other best practices, as we did when we adopted the majority voting standard in uncontested director elections. in 2019. In addition to these governance changes, the board remains actively focused on the renewal of the board of directors, as evidenced by the appointment of two different members in recent years, while continuing our search for new candidates for the positions. highly qualified additional directors.

TABLE SIZE INCREASE AND REFRESHING PLAN

As part of a comprehensive review of board refresh best practices and policies that began more than three years ago, the board unanimously approved the increase in the number of board seats at administration from six to seven. Beginning in August 2021, the board of directors is evaluating highly qualified independent candidates and expects to be able to make an announcement with an update on the board refresh before the meeting annual 2022. The board will set out its recommended slate of director nominees in proxy documents to be filed with the Securities and Exchange Commission and distributed to shareholders.

SENIOR INDEPENDENT DIRECTOR

The Board appointed Thalia Meehan to the newly created position of Lead Director. In this role, Ms. Meehan will have the following responsibilities:

  • chair all board meetings at which the chairman is not present, including executive meetings of independent directors;

  • act as liaison between the chairman and the independent directors;

  • approve the information transmitted to the Board;

  • approve the agendas of the meetings of the board of directors;

  • approve meeting schedules to ensure there is sufficient time to discuss all agenda items;

  • have the power to call meetings of independent directors; and

  • at the request of the main shareholders, be available for consultation and direct communication.

Adopting the position of Lead Independent Director is a best practice in corporate governance and is based in part on feedback from shareholders and proxy advisory firms.

CHANGE OF CHAIRMAN OF KEY COMMITTEES

The board has adopted three-year term limits for the chairs of the three main board committees, which will apply to current chairs as follows:

  • Mary C. Moran has assumed the chairmanship of the Nominating and Governance Committee for a term ending at the annual meeting of shareholders in 2025;

  • Thalia Meehan’s term as Chairman of the Compensation Committee will end at the annual meeting of shareholders in 2024; and

  • Peter J. Manning’s term as chair of the audit committee will end at the annual meeting of shareholders in 2023.

The company plans to report its fourth quarter and year-end 2021 financial results in the last week of February. The Company’s annual meeting of shareholders in 2022 has not yet been scheduled and shareholders are not required to take any action at this time.

About security: Safety Insurance Group, Inc., based in Boston, MA, is the parent company of Safety Insurance Company, Safety Indemnity Insurance Company, Safety Property and Casualty Insurance Company, and Safety Northeast Insurance Company. Operating exclusively in Massachusetts, New Hampshire and Maine, Safety is a leading publisher of property and casualty insurance products, including passenger car, commercial auto, home, home fire, umbrella insurance policies. and business owner.

Additional information: Press releases, announcements, US Securities and Exchange Commission (“SEC”) filings, and investor information are available under “About Safety”, “Investor Information” on our company website at www.SafetyInsurance.com. Safety filed its December 31, 2020 Form 10-K with the SEC on February 26, 2021 (“Form 10-K 2021”) and invites shareholders to refer to this document for more complete information regarding Safety’s financial results . The Company intends to file a proxy statement on Schedule 14A, an accompanying WHITE proxy card and other relevant documents with the SEC in connection with such solicitation of proxies from the shareholders of the Company for the annual meeting of shareholders of the Company in 2022.

Some information about the participants: The Company, its directors and certain of its executive officers will participate in the solicitation of proxies from the shareholders of the Company with respect to the matters to be considered at the annual meeting of shareholders of the Company in 2022. Directors and officers of the company are available in (a) Company Form 10-K 2021 and (b) the proxy statement for the Company’s 2021 annual meeting of shareholders filed with the SEC. To the extent that the holdings of securities of the Company by such directors or officers have changed from the amounts printed in the proxy circular, such changes have been or will be reflected on the declarations of change of beneficial ownership on Form 4 filed with the DRY. Additional information regarding the identity of potential participants and their direct or indirect interests, by title or otherwise, will be set out in the proxy circular and other documents to be filed with the SEC in connection with the annual meeting. of the Company’s shareholders in 2022.

Warning under the “Safe Harbor” provision of the Private Titles Litigation Reform Act 1995:

This press release contains, and Safety may from time to time make, written or oral “forward-looking statements” within the meaning of US federal securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “aim”, “plans” or words with similar meaning. and expressions which indicate future events and trends, or future or conditional verbs such as “will”, “would”, “should”, “could” or “may”. All statements that deal with expectations or projections regarding the future, including statements about the Company’s growth strategy, product development, market position, expenses and financial results, are forward-looking statements. .

Forward-looking statements are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. There are a number of factors, many of which are beyond our control, that could cause actual future conditions, events, results or trends to differ materially and / or materially from historical results or from those projected in statements. prospective. These factors include, but are not limited to:

  • The competitive nature of our industry and the possible negative effects of such competition;
  • Conditions for Business Operations and Restrictive Regulations in Massachusetts;
  • The possibility of losses due to claims resulting from extreme weather conditions;
  • The possibility that the Insurance Commissioner may approve future rule changes that modify the functioning of the residual market;
  • The possibility that existing insurance laws and regulations will become even more restrictive in the future;
  • Our possible need and availability of additional funding, and our reliance on strategic relationships, among others;
  • The effects of the new claims and coverage issues on the Company’s business are uncertain, and court rulings or legislative or regulatory changes that occur after the Company issues its policies, including those taken in response to COVID- 19 (such as requiring insurers to cover business interruption claims regardless of terms or other conditions included in policies that would otherwise preclude coverage), can lead to an unexpected increase in the number of claims and have a significant negative impact on the Company’s operating results;
  • The possibility that a civil litigation and / or the Commissioner may require additional premium relief payments related to COVID-19;
  • The impact of COVID-19 and associated risks, including on employees, agents or other key partners of the Company, could significantly affect the results of operations, financial condition and / or liquidity of the Company; and
  • Other risks and factors identified from time to time in our reports filed with the SEC, such as those set out under “Risk Factors” in our Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on February 26, 2021.

We have no obligation (and expressly disclaim any such obligation) to update or change our forward-looking statements, whether as a result of new information, future events or otherwise. You should carefully consider the possibility that actual results may differ materially from our forward-looking statements.

Security Assurance Group, Inc.

Investor Relations Office

877-951-2522

[email protected]

Source: Safety Insurance Group, Inc.

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