Corporate Governance - Highlights

ProAssurance Corporation is committed to the highest ethical standards as a critical part of its business operations and its corporate goal of building shareholder value. Responsive, transparent corporate governance is a key component of these ethical standards of operation. We believe that sound corporate governance will foster trust, confidence and accountability, and will ensure that our financial results continue to represent the true condition of our Company.

The Board of Directors of ProAssurance developed these corporate governance guidelines and committee charters to insure that the Board has the necessary tools and authority to review and evaluate the Company’s business operations. These documents will allow the Board to make decisions that are independent of the Company’s management. We believe these governance documents will further align the interests of directors and management with those of our shareholders and will enhance our ability to achieve the company's goals and long-term success.

The Guidelines and Committee Charters are in addition to, and are not intended to change or interpret, any Federal or state law or regulation, including the Delaware General Corporation Law or our Certificate of Incorporation or Bylaws. The board expects to monitor the success of these Guidelines and may modify them if and when doing so will increase accountability and transparency in our Corporate Governance.

Committee Charters
Adobe PDFAudit Committee Charter
Adobe PDFInternal Audit Charter
Adobe PDFCompensation Committee Charter
Adobe PDFNominating/Corporate Governance Committee Charter

Related Governance Documents
Adobe PDFAudit Committee Pre-Approval Policy and Procedures
Adobe PDFCode of Ethics and Conduct
Adobe PDFCorporate Governance Principles
Adobe PDFPolicy Regarding Stockholder-Nominated Director Candidates
Adobe PDFShare Ownership Guidelines
Adobe PDFProcedures Governing Hiring Employees of the Registered Independent Public Accounting Firm
Adobe PDFLead Director Policy

EthicsPoint Hotline
Good faith complaints or concerns related to ProAssurance's accounting, auditing, internal control, financial reporting or business conduct can be submitted anonymously and confidentially to our EthicsPoint Hotline, 866.384.4277, by going to www.EthicsPoint.com on any public computer, or by clicking on the EthicsPoint logo below. Documents providing support for your complaint or concern are welcomed. If your report involves an individual who might evaluate your report, they will be excluded from the review process.

 


Communicating With ProAssurance's Board Of Directors

On May 16, 2012 the non-management Directors of ProAssurance selected Robert E. Flowers as Lead Director. In that position, he will preside at sessions of the Board from which management is excluded. These sessions will be held at least twice a year. Please see our “Lead Director Policy” (above) for a complete description of the duties assigned to our Lead Director.

If you wish to communicate with the Independent Directors of ProAssurance, click here: IndependentDirectors@ProAssurance.com

If you wish to communicate with the entire Board of ProAssurance, click here: Board@ProAssurance.com