WTM » Topics » ITEM 5.02 ELECTION OF DIRECTORS.

This excerpt taken from the WTM 10-Q filed Aug 1, 2008.

11.           Election of Directors

 

(1)           The Board shall consist of not less than two Directors nor more than eighteen Directors with the exact number of Directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the Board.

 

(2)           The Directors shall be divided into three classes designated Class I, Class II and Class III.  Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors constituting the entire Board.  At the date these Bye-laws become effective, the Class I directors, with a term ending in 2001, are Patrick M. Byrne, K. Thomas Kemp and Gordon S. Macklin, the Class II directors, with a term ending in 2002, are John J. Byrne, George J. Gillespie, III, John D. Gillespie and Frank A. Olson and the Class Ill directors, with a term ending in 2000, are Terry L. Baxter, Howard L. Clark, Jr., Robert P. Cochran and Arthur Zankel.  At each succeeding annual general meeting beginning in 2000, successors to the class of directors whose term expires at that annual general meeting shall be elected for a three-year term.  If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director.  A Director shall hold office until the annual general meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from   office.

 

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(3)           Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preference Shares issued by the Company shall have the right, voting separately by class or series, to elect Directors at an annual or special general meeting, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the Board resolution creating such classes or series of Preference Shares, and such directors so elected shall not be divided into classes pursuant to this Bye-law II unless expressly provided by such terms.

 

This excerpt taken from the WTM 8-K filed Nov 21, 2006.

ITEM 5.02 ELECTION OF DIRECTORS.

(d) White Mountains Insurance Group, Ltd. (“White Mountains”) issued a press release announcing the election, on November 16, 2006, of Morgan W. Davis to the Board of Directors.  The press release furnished herewith is attached as Exhibit 99.1 to this Form 8-K.

Mr. Davis currently serves as a director and President of American Centennial Insurance Company (“ACIC”), a wholly-owned subsidiary of White Mountains.  In addition, Mr. Davis currently serves as a director of Esurance Holdings, Inc. (“Esurance”), a wholly-owned subsidiary of White Mountains, and OneBeacon Insurance Group, Ltd. (“OneBeacon”), a majority-owned subsidiary of White Mountains.

Mr. Davis is paid $100,000 annually as a Director and President of ACIC, $75,000 annually (plus $2,000 per meeting attended) as a director of OneBeacon and $40,000 annually as a director of Esurance. Prior to Mr. Davis becoming a director of OneBeacon in October 2006, he was paid $50,000 annually as a director of OneBeacon Insurance Group LLC.

This excerpt taken from the WTM 8-K filed Nov 18, 2005.

ITEM 5.02 ELECTION OF DIRECTORS.

 

(d) White Mountains Insurance Group, Ltd. issued a press release announcing the election, on November 17, 2005, of Allan L. Waters to the Board of Directors.  The press release furnished herewith is attached as Exhibit 99.1 to this Form 8-K.

 

White Mountains has entered into various reinsurance transactions with Olympus Re Holdings, Ltd. (“Olympus”) as described in the Registrant’s 2005 Proxy Statement under “Certain Relationships and Related Transactions – Olympus” and which is incorporated herein by reference.  Mr. Waters owns approximately .1% of the outstanding common shares of Olympus.  In addition, Mr. Waters' consulting firm, Mulherring Capital Advisors, LLC, has been retained by Olympus to perform certain services during 2005. Fees accrued pursuant to this arrangement total approximately $120,000 plus out-of-pocket expenses as of the date of this filing.

 

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