2022 
        CORPORATE GOVERNANCE 
        MANUAL 
         
        Gard group 
                       
                       
           
           
           
           
                             
                                                                                                      
                
                
               Introduction                                                                         6 
               Core purpose and core values                                                         7 
                 Core purpose                                                                       7 
                 Core values – F A I R                                                              7 
               The Gard Group                                                                       8 
                 Ownership and governance structure                                                 8 
                 Gard P&I Bermuda                                                                   9 
                 Gard P&I Norway                                                                    9 
                 Gard M&E                                                                          10 
                 Gard M&E Europe                                                                   10 
                 Gard Re                                                                           10 
                 Hydra                                                                             10 
                 Lingard Limited                                                                   11 
                 Gard AS                                                                           11 
                 A/S Assuransegården                                                               11 
                 Members of Boards and Committees                                                  11 
               Governance principles                                                               12 
                 Duty to adhere to decisions by the parent company                                 12 
                 Composition of Boards and Committees                                              12 
                 Fit and proper requirement                                                        12 
                 President & Chief Executive Officer                                               12 
                 Meetings                                                                          13 
                 Agenda and minutes                                                                13 
                 Attendance                                                                        13 
                 Communication with the Management                                                 13 
                 Professional secrecy                                                              13 
                 Conflicts of interest                                                             14 
                 Duty to inform if a conflict of interest situation arises                         14 
                 Guidelines for engagement of external service providers with whom member(s) of the Board of Directors are 
                 employed or associated                                                            14 
                 Code of Ethics and Business Conduct                                               14 
               ROLES AND RESPONSIBILITIES OF CORPORATE GOVERNING BODIES IN KEY ENTITIES            15 
                 Gard P. & I. (Bermuda) Ltd.                                                       15 
                 General Meeting                                                                   15 
                 Board of Directors                                                                15 
                      Functions                                                                    15 
                      Composition                                                                  16 
                      Meetings                                                                     16 
                      Remuneration                                                                 16 
                 Executive Committee                                                               16 
                      Functions                                                                    16 
                      Composition                                                                  17 
                      Meetings                                                                     17 
                      Reporting                                                                    17 
                      Remuneration                                                                 17 
                                            
                Corporate Governance Manual 2022                                                  2 
                                                                                                               
                  
                  
                   Election & Governance Committee                                                          17 
                        Functions                                                                           17 
                        Composition                                                                         17 
                        Meetings                                                                            17 
                        Reporting                                                                           18 
                        Remuneration                                                                        18 
                   Audit Committee                                                                          18 
                        Functions                                                                           18 
                        Composition                                                                         18 
                        Meetings                                                                            18 
                        Reporting                                                                           18 
                        Remuneration                                                                        18 
                   Risk Committee                                                                           19 
                        Functions                                                                           19 
                        Composition                                                                         19 
                        Meetings                                                                            19 
                        Reporting                                                                           19 
                        Remuneration                                                                        19 
                   Remuneration Committee                                                                   19 
                        Functions                                                                           19 
                        Composition                                                                         20 
                        Meeting                                                                             20 
                        Reporting                                                                           20 
                        Remuneration                                                                        20 
                   Decisions Matrix                                                                         20 
                   Gard P & I Norway                                                                        21 
                   General Meeting                                                                          21 
                   Board of Directors                                                                       21 
                        Functions                                                                           21 
                        Composition                                                                         21 
                        Meetings                                                                            22 
                        Remuneration                                                                        22 
                   Gard M&E                                                                                 23 
                   General Meeting                                                                          23 
                   Board of Directors                                                                       23 
                        Functions                                                                           23 
                        Composition                                                                         23 
                        Meetings                                                                            23 
                        Remuneration                                                                        24 
                   Gard M&E Europe                                                                          24 
                   General Meeting                                                                          24 
                   Board of Directors                                                                       24 
                        Functions                                                                           24 
                        Composition                                                                         24 
                        Meetings                                                                            24 
                        Remuneration                                                                        24 
                   Gard Re                                                                                  25 
                   General Meeting                                                                          25 
                   Board of Directors                                                                       25 
                        Functions                                                                           25 
                        Composition                                                                         25 
                        Meetings                                                                            25 
                        Remuneration                                                                        25 
                                                
                  Corporate Governance Manual 2022                                                         3 
                                                                                                                                
                    
                    
                      Lingard Limited                                                                                        26 
                      General Meeting                                                                                        26 
                      Board of Directors                                                                                     26 
                            Functions                                                                                        26 
                            Composition                                                                                      26 
                            Meetings                                                                                         26 
                            Remuneration                                                                                     26 
                      Gard AS                                                                                                27 
                      General Meeting                                                                                        27 
                      Board of Directors                                                                                     27 
                            Functions                                                                                        27 
                            Composition                                                                                      27 
                            Meetings                                                                                         27 
                            Remuneration                                                                                     27 
                   Appendices                                                                                                28 
                   APPENDIX 1 Members of the board of directors and  the committees of Gard P. & I. (Bermuda) Ltd.           29 
                      Board of Directors                                                                                     29 
                      Executive Committee                                                                                    29 
                      Election & Governance Committee                                                                        29 
                      Audit Committee                                                                                        30 
                      Risk Committee                                                                                         30 
                      Remuneration Committee                                                                                 30 
                   Members of the Board of Directors of Assuranceforeningen Gard – gjensidig -                               31 
                   Members of the Board of Directors of Gard Marine & Energy Limited                                         31 
                   Members of the Board of Directors of Gard Marine & Energy Insurance (Europe) AS                           31 
                   Members of the Board of Directors of Gard Reinsurance Co Ltd                                              31 
                   Members of the Board of Directors of Lingard Limited                                                      32 
                   Members of the Board of Directors of Gard AS                                                              32 
                   Members of the Board of Directors of A/S Assuransegården                                                  32 
                   APPENDIX 2  - Amended and restated Bye-Laws of Gard P. & I. (Bermuda) Ltd.                                33 
                   APPENDIX 3 - Statutes for Assuranceforeningen Gard –gjensidig-                                            40 
                   APPENDIX 4 - Bye Laws of Gard Marine & Energy Limited                                                     45 
                   APPENDIX 5 - Articles of association of Gard Marine & Energy Insurance (Europe) AS                        67 
                   APPENDIX 6 - Bye-Laws of Gard Reinsurance Co Ltd                                                          71 
                   APPENDIX 7 - Bye-Laws of Lingard Limited                                                                  92 
                   APPENDIX 8 - Articles of Association – Gard AS                                                           113
                                                                                                                                
                   APPENDIX 9 - President & CEO – terms of reference                                                        114 
                   APPENDIX 10 - Audit Committee – terms of reference                                                       116 
                   APPENDIX 11 - RISK Committee – terms of reference                                                        119 
                   APPENDIX 12 - Remuneration Committee – terms of reference                                                121 
                   APPENDIX 13 - Election & Governance Committee – terms of reference                                       123 
                                                       
                    Corporate Governance Manual 2022                                                                        4