AXIS Capital : Corporate Governance Guidelines (Corporate Governance Guidelines 5 13 2026 8861c6)
AXS
Published on 05/18/2026 at 09:23 am EDT
The Board of Directors (the "Board") of AXIS Capital Holdings Limited (the "Company") has adopted the following Corporate Governance Guidelines ("Guidelines"). These Guidelines, along with the Code of Business Conduct and the charters of the standing board committees, provide a framework for the corporate
governance of the Company. This framework reflects the Board's belief that good corporate governance will maximize shareholder value over the long-term through diligent oversight of policy, processes, and decisions at both the management and the Board level.
Director Qualification Standards
Independence
The Board shall be composed of a majority of directors who are independent of
the Company's management. For a director to be deemed "independent," the Board shall affirmatively determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In making this determination, the Board shall refer to
the independence requirements of the New York Stock Exchange ("NYSE") and other
requirements set forth in applicable laws, rules and regulations.
The Board shall undertake an annual review of the independence of all non-employee directors. Directors have an affirmative obligation to inform the Board of any material changes in their circumstances or relationships that may impact their designation by the Board as "independent."
The Board has established the following guidelines to assist it in making independence determinations:
A director will not be independent if: (i) currently, or within the preceding three years, the director is or was employed by the Company or any of its subsidiaries; (ii) currently, or within the preceding three years, an immediate family member (as defined in NYSE rules) of the director is or was employed by the Company or any of its subsidiaries as an executive officer; (iii) (a) the director is a current partner or employee of a firm that is the Company's internal or external auditor; (b) the director has an immediate family member who is a current partner of such a firm; (c) the director has an immediate family member who is a current employee of
such a firm and personally works on the Company's audit; or (d) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company's audit within that time; (iv) currently, or within the preceding three years, the director is or was part of an interlocking directorate in which an executive officer of the Company serves or served on the
compensation committee of another company that concurrently employs or employed such a director or an immediate family member of the director, as an executive officer; (v) currently, or within the preceding three years, the director or the director's immediate family member receives or received from the Company any compensation, fees or benefits in an amount greater than $120,000 during any twelve-month period, other than (a) pursuant to standard compensation arrangements applicable to non-management directors generally; or (b) compensation paid to an immediate family member of a director who is a non-executive employee of the Company; or (vi) a director is a current employee, or the director's immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property and services that are, in any of the last three fiscal years, more than the greater of $1 million or 2% of the consolidated gross revenues of the other company, in each case measured by the last completed fiscal year of the other company.
The following commercial relationships will be considered to be material relationships that would impair a director's independence until three years after such relationships cease: a director is a current employee, or the
director's immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property and services that are, in any single fiscal year, more than the greater of $1 million or 2% of the consolidated gross revenues of the other company, in each case measured by the last completed fiscal year of the other company. Any such commercial relationship involving payments of less than the greater of such amounts will be considered to be a relationship that does not impair independence.
The following charitable relationships will be considered to be material relationships that would impair a director's independence until three years after such relationships cease: a director serves as an officer, director or trustee of a charitable organization, and the Company's discretionary charitable contributions to the organization exceed the greater of $1 million or 2% of that organization's consolidated gross revenues (the Company's matching of employee charitable contributions will not be
included in the amount of the Company's contributions for this purpose).
Any such charitable relationship not involving contributions exceeding the
$1 million or 2% test described above will be considered to be a relationship that does not impair independence.
The Board shall disclose the foregoing independence standards and may make a general disclosure for each director who meets these standards. Any determination of independence for a director who does not meet these standards must be specifically explained in the Company's next proxy statement.
Qualifications
The Company's directors shall be persons who combine the highest standards of integrity and significant accomplishments in their chosen field of endeavor. Directors shall bring a broad range of skills and experiences to the Board. In considering the qualifications of directors standing for re-election and candidates for Board membership, the Board will consider the following factors:
Qualities of intelligence, honesty, perceptiveness, good judgment, high ethics and standards, integrity, and fairness;
Experience, knowledge, and skills in business judgment, leadership, strategic planning, general management practices and crisis response;
Experience, knowledge, and skills in: public companies, the insurance and reinsurance industry, the financial markets and banking industry, the digital/technology industry, international matters, or related legal and regulatory matters;
An understanding of generally accepted accounting principles and financial statements, experience applying generally accepted accounting principles to financial statements, experience preparing or auditing financial statements, experience with internal controls and procedures for financial reporting, and an understanding of Board committee functions;
Maintenance of an appropriate range of age and tenures to provide the benefit of different perspectives and to facilitate appropriate continuity of Board members with respect to desired skills and experience;
Any other factors that would promote a broad range of experiences and different perspectives on the Board;
Conflicts of interest that would interfere with the duty of loyalty owed to the Company;
Willingness and ability to commit the time required to fully discharge responsibilities to the Board, including the time to prepare for Board and committee meetings by reviewing the materials supplied prior to such meetings;
Commitment to use best efforts to attend all meetings of the Board and applicable committees of the Board; and
Willingness to advance individual opinions and to support decisions made by a majority of the Board.
Potential nominees to the Board should be referred to the Corporate Governance, Nominating, and Sustainability Committee. The Corporate Governance, Nominating, and Sustainability Committee will conduct all necessary and appropriate inquiries into the background and qualifications of each potential director nominee.
The Corporate Governance, Nominating and Sustainability Committee will recommend director nominees to the Board for shareholder approval at the annual meeting of shareholders.
The Board shall periodically review its membership to assure the appropriate balance of skills, characteristics and tenure on the Board.
Time Commitment
Directors shall commit the appropriate time for meeting preparation, meeting attendance and other corporate governance matters. Directors must review meeting materials in advance of the meetings and spend the requisite time and energy to properly discharge their duties. Each director shall notify the Board in writing of all other public company boards on which such director serves. No director may serve on more than four public company boards (including the Company's Board) . The Corporate Governance, Nominating and Sustainability Committee may approve an exception to these Guidelines to allow a director to serve on more than four public company boards, depending on the facts and circumstances, although such approval is unlikely. In addition, no member of the Audit Committee may serve on more than three public company audit committees
(including the Company's Audit Committee). Directors who also serve as CEOs of publicly reporting companies should not serve on more than two public company boards (including the Company's Board), and directors who also serve as non-CEO executive officers of publicly reporting companies should not serve on more than two public company boards (including the Company's Board), in addition to that executive officer's company board. Prior to accepting a new role as a director with a public company, a director is expected to inform the General Counsel, Chair and/or the CEO of that intent and request the Corporate Governance, Nominating and Sustainability Committee's non-objection to the appointment to ensure the appointment would not pose a conflict of interest or otherwise violate these Guidelines. Additionally, directors are expected to report any changes in their business or professional roles and affiliations.
Number
The desirable target number of directors is between nine and 16, consistent with the Company's bye-laws. The Company believes that this range allows for varied experiences without sacrificing accountability or effective debate. However, changing circumstances may require a higher or lower number.
Chair
The Board will appoint an individual to serve as Chair of the Board (the "Chair") at the annual meeting of the Board. At the time of selection, an initial expected term of service is set, upon completion of which the Board will undertake a reassessment. The Chair is not required to be independent from management. If the Chair is an employee of the Company or is otherwise not independent, the independent directors shall appoint a Lead Independent Director. The Chair shall moderate Board meetings.
Disclaimer
Axis Capital Holdings Limited published this content on May 18, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 18, 2026 at 13:22 UTC.