Principles and Practices

Code of Ethics & Business Conduct

Audit Committee Charter

Corporate Governance Committee Charter

Compensation Committee Charter

Finance and Investment Committee Charter

1. Reviewing the Chief Executive Officer’s objectives and performance evaluation as approved and determined by the Compensation Committee.
   
   
2. Reviewing and approving Scottish Re’s strategies and long-term plans and major corporate actions, as well as monitoring their progress. 
   
   
3. Reviewing, with the assistance of the Audit Committee, the financial, legal and ethical controls of the Company and ensuring that appropriate compliance processes are in place.
   
   
4. Reviewing major allocations of capital and approving significant business acquisitions and divestitures.
   
   
5. Nominating candidates for election by the General Meeting of Shareholders to membership on the Board based upon the recommendations of the Corporate Governance Committee.
   
   

Board Size
Scottish Re’s Articles of Association provide that the number of directors shall be at least three and not more than twelve, as fixed and elected by the General Meeting of Shareholders.  The Board believes that the optimal number is between nine and eleven and normally recommends a number within that range to the General Meeting of Shareholders based upon the recommendations of the Corporate Governance Committee.

 
Director Qualification Standards
The individual qualifications sought in potential Director nominees identified by the Corporate Governance Committee for consideration by the Board are set forth in the Charter of that Committee.  The following standards are also applied in the selection of candidates for nomination.

1. Independence.  A majority of the entire Board shall be composed of independent directors.  The Audit, the Compensation and the Corporate Governance Committees shall all be composed entirely of independent directors.  Independence for these purposes shall mean the independence requirements set forth in the Securities Exchange Act of 1934, as amended, and the rules adopted by the Securities and Exchange Commission thereunder and the corporate governance and other listing standards of the New York Stock Exchange as in effect from time to time.  
   
   
2. Personal Loans.  Scottish Re policy prohibits personal loans or extensions of credit to directors or executive officers.
   
   
3. Retirement Policy.  The SRGL Board does not believe it to be appropriate to establish a mandatory retirement policy for directors.  Periodically, the Corporate Governance Committee will review the retirement policy to help assure that it remains appropriate in light of the corporation’s needs.
   
   
4. Change in Principal Occupation.  Candidates for nomination are required to agree to submit their resignation from the Board to the Corporate Governance Committee if they change their principal occupation.  The Committee will inform the Board as to whether or not it recommends the acceptance of the resignation.
   
   
5. Other Board Directorships.  Non-executive directors are required to inform the Corporate Governance Committee of any new listed company board to which they have been nominated for election as director and of any change in their existing status as director on any other board.  Executive directors and executive officers are required to obtain approval from the Corporate Governance Committee before accepting a nomination for election as director on any other listed company board.  Additionally, executive officers are required to get approval from the Corporate Governance Committee before accepting appointment or nomination for election as a director to any Scottish Re subsidiary or affiliate. 
   
   
6. Character and Integrity.  Scottish Re seeks directors with the highest personal and professional character and integrity who have outstanding records of accomplishment in diverse fields of endeavor and who have obtained leadership positions in their chosen business or profession.  These persons should have demonstrated exceptionality ability and judgment and have substantial experience of relevance to the Company. 

 
Directors’ Time Commitment and Availability
Directors are expected to regularly attend Board meetings and meetings of the committees on which they serve, and to undertake any additional tasks assigned to them by the Board, as recommended by the Corporate Governance Committee.  They are expected to review all materials distributed to them in advance of the meetings, to periodically review materials distributed to them between meetings to keep them informed about the Company’s business and performance, and to spend the time necessary to prepare for meetings.  Directors must be contactable by the Chairman and the Secretary on short notice and be available for special meetings of the Board when necessary. 

 
Conflicts of Interest
Each director is expected to be familiar with and follow the Scottish Re Code of Ethics.  If an actual or potential conflict of interest develops, or a situation arises which might give the appearance of such a conflict, the director should immediately report the matter to the Secretary and to the Chair of the Corporate Governance Committee.  If a director has a personal, business or professional interest in a matter before the Board, the director shall disclose the interest to the Board, excuse himself or herself from discussions on the matter and not vote on the matter. 

Board and Committee Access to Management and Advisors
The Board and its Committees have full and free access to officers and employees of Scottish Re, and are free to retain independent legal, financial or other advisors, as they deem necessary.  For purposes of preparing the agenda for Board and Committee meetings, the Chairman and Committee Chairs regularly solicit suggestions from the Directors for presentations by executive officers and other senior managers at Board and Committee meetings.  Any additional meetings or contacts that a director wishes to initiate may be arranged through the Chairman, the Secretary, or any Committee Chair.

Director Compensation
The Corporate Governance Committee considers various factors in determining the form and amount of director compensation to recommend to the Board, including alignment of incentives with the interests of the Company and its shareholders, the maintenance of the independence of a majority of members of the Board, consideration of the work load, time commitment and responsibilities involved in Board and Committee meeting participation, and comparison with the compensation practices of comparable companies. 

The amount and type of compensation for the Company’s non-executive directors is recommended by the Corporate Governance Committee.  Currently, each non-executive director of the Company receives an annual grant of 2,000 options of the Company.  In addition, non-executive directors receive an annual retainer in the amount of $25,000.  Each Committee member receives $3,000 per committee meeting and $3,000 for each board meeting.  Each Committee Chair receives $3,500 per meeting with the Audit Committee Chair and the lead director each receiving $5,000 per meeting.  Additionally, each non-executive director is compensated for telephonic meetings at the rate of $500 for meetings less than one hour and $1,000 for meetings in excess of one hour.  Non-executive directors are eligible to receive cash, stock options and restricted stock but do not receive any type of compensation that may compromise their independence. 

Director Orientation and Continuing Education
Each new director is given an introduction to the Board’s duties and practices, as well as to Scottish Re, its businesses and operations, its financial strategies, its controls and compliance systems and its compensation and benefits plan, within six months of the annual meeting of shareholders at which the director is elected to the Board.  The full Board participates in periodic reviews of the Company’s business, informal discussions with mangers of Scottish Re business units and visits to key Scottish Re operating sites.  The Board and its Committees also receive updates on evolving corporate governance standards and relevant best practices as appropriate. 

Executive Sessions of the Non-Executive Directors
Executive sessions of the non-executive directors shall be scheduled at every regular Board meeting, and as requested by a director.  At least one executive session each year shall include sufficient time for review of the Chief Executive Officer’s objectives and performance evaluation.  Periodically the Board shall select the independent director to preside at executive sessions.

Succession Planning
At least one executive session of the Board each year will include review of the Chief Executive Officer’s recommendations as to Scottish Re executive who may be qualified at that time, or are being developed, to succeed the Chief Executive Officer in an emergency or upon his or her retirement.  During periods of active succession planning, the non-executive directors carefully consider the Chief Executive Officer’s proposed approach to the decision and transition as well as any other approach that they deem appropriate.

Communication with the Board
Shareholders or other interested parties who wish to communicate with the Scottish Re Board, a particular director, any non-management director or the Presiding Director may send a letter to the Secretary of the Company at Scottish Re Group Limited, P.O. Box HM 2939, Crown House, Second Floor, 4 Par-la-Ville Road, Hamilton, HM 08, Bermuda. The mailing envelope must clearly identify the correspondence as “Board Communication,” “Director Communication,” “Non-management Director Communication,” or “Presiding Director Communication.”  All such letters must identify the author as a shareholder or other interested party and clearly state whether the intended recipients are members of the Board or just certain specified individual directors.  The Secretary will make copies of all such letters and circulate them to the appropriate director or directors.