Allstate Northern Ireland Limited | Corporate Governance Statement
for Financial Year 2025
Statement of corporate governance arrangements
The company's Board of Directors (the "Board") is committed to sound corporate governance policies and practices. Although the company is not required to provide a statement of its corporate governance arrangements for the year ended 31 December 2025, the Board has elected voluntarily to continue reporting on the company's governance arrangements.
For the year ended 31 December 2025, the company has voluntarily applied the Wates Corporate Governance Principles for Large Private Companies (the "Principles"), published by the Financial Reporting Council ("FRC") in December 2018. We set out below how the Principles have been applied during the year. The information in this statement will be reviewed annually.
Principle 1 — Purpose and Leadership
The company's principal activity is to deliver information technology and business process solutions for its ultimate parent company in the United States, The Allstate Corporation, and its subsidiaries.
The focus of the Board in 2025 has been the implementation of the company's Operating Strategy, supported by our corporate goals and underpinned by Allstate's values. The company's Operating Strategy and corporate goals ensure that the company's business model provides long-term sustainable value to The Allstate Corporation. As the company's shareholder is an Allstate group company, the goals of the company align with those of its shareholder and the wider Allstate group. The shareholder is represented on the Board.
The company issues employee surveys throughout the year to gauge employee engagement levels and enable employee feedback to the senior leadership team and the Board. This employee engagement work links directly to our corporate goals. These results are added to operational data such as attrition, absence levels, and exit interview content and form part of the material examined by the Board at each of its meetings. The results of employee surveys suggested that employees wanted closer insight and connection to the company's overall strategy which is intrinsically linked to the corporate goals and strategies.
Employee consultation is addressed in the Directors' report — see section on "Employee Engagement". Information about relationships with other stakeholders, such as business partners, suppliers, community and government can be found in the Strategic Report on pages 4 — 6, in the section "Engaging with stakeholders".
Allstate's Global Code of Business Conduct summarises core values and principles that guide our business conduct. It applies to all board members, employees and officers of The Allstate Corporation and its subsidiaries. The company is committed to operating its business with honesty, integrity, and the highest level of ethical conduct. Upon hire and annually thereafter, all board members, employees and officers of the company must provide a documented acknowledgement that they have read and understood Allstate's Code of Business Conduct. Consistent with the Code, all directors must avoid conflicts of interest and act in the best interests of the company.
The company follows the global Allstate "Speak Up!" program which encourages employees to report any illegal or unethical conduct, regulatory compliance matters, or Human Resource ("HR") concerns through a number of methods including a reporting hotline. The company takes part in the quarterly Allstate Reputation survey which measures employee perception of reputational strength across a framework of seven key areas.
The company has a risk and compliance team which is augmented by the risk and compliance and internal audit functions of its ultimate parent company.
Principle 2 — Board Composition
The Board is currently comprised of four members — the Chair of the Board and Managing Director positions are held by different Board members, and the remaining Board members are individuals chosen from the Allstate group of companies. The Board considers its size and composition appropriate for the size and nature of the company.
The company is committed to diversity and inclusion at all levels and currently has one woman and three men on the Board. Nominees are selected based on their diverse skills and experiences with an intention that each is well-versed in certain core competencies including strategic oversight, corporate governance and leadership. This diversity of experience and expertise facilitates robust and thoughtful decision-making by the Board.
Board members bring specific competencies based on their areas of expertise and roles within the Allstate Corporation. Ongoing professional development occurs within those business roles. In addition, specific training is provided for the Board in relation to Board duties and understanding of the UK Corporate Governance framework and environment. At a minimum, evaluation of board effectiveness and composition occurs when individuals rotate from the Board and new members are sought. This may occur more frequently as circumstances require.
Principle 3 — Directors' Responsibilities
The primary responsibility of the Board is to oversee the affairs of the company, provide counsel and direction to the company's executive leadership and monitor company performance. Its responsibilities include, but are not limited to, oversight of the company's strategy, business performance and compensation programs. The Board also regularly reviews the company's significant risk exposures and how those exposures are managed and mitigated
The Board meets a minimum of three times each year. Notice of a meeting, which includes the agenda and advance review materials, is sent to the Board within a prescribed period prior to the meeting. The Managing Director reviews the content prior to the board meeting to ensure quality and integrity levels. Standing agenda items include review of all key aspects of the company's business including financial performance, operational matters, stakeholder engagement feedback, risks and opportunities and
regulatory matters. An attendance record is maintained for each meeting. The company is subject to annual external audit and regular internal audits to ensure that systems and controls are operating effectively. Results or findings are reported to the Board. Allstate legal representatives, the internal compliance team and, if necessary, external legal counsel engage with the company on legal processes for the Board meetings. This ensures the governance processes are fit for purpose and comply with laws and regulations.
The Board does not have any sub-committees, and it delegates operational leadership to the Managing Director and his leadership team which includes representatives from HR, Finance and senior leadership.
Principle 4 — Opportunity and Risk
The Board seeks out opportunity whilst mitigating risk. Principal risks and uncertainties, including those relating to financial risk management, are addressed in the Strategic and Directors' reports on pages 4 to 7 and pages 8 to 10 of the company's annual report (and are denoted as principal risks below).
In addition, the Managing Director considers further risks as part of the day-to-day management of the business, and reports to the Board on the Allstate Northern Ireland Risk Register which considers:
- Cash flow and foreign exchange;
- Credit;
- Liquidity;
- Appointing and retaining talent; and
- Systems, data protection and cybersecurity.
Senior leadership assesses the content of the Board materials in advance and the Board papers include the status of significant risks and opportunities. Senior leaders bring awareness of opportunities for innovation and value creation in their specific business areas to the management meetings, with relevant and significant matters escalated to the Board.
The Allstate group uses a principles-based approach to enterprise risk and resource management, focusing on measurement, transparency and dialogue. This measures, monitors and reports on the major categories of enterprise risk across the group, including insurance, financial, investment, operational, reputational and strategic. These risk-return principles define how the company and the Board operate and guide decision-making around risk and return. These principles state that our priority is to protect
solvency, comply with laws, maintain a supportive political and regulatory environment, act with integrity, and protect information assets and technology. Building upon this foundation, we strive to build strategic value and optimise risk and return.
Principle 5 — Remuneration
The company's compensation strategy is delegated by the Board to the Human Resource and Finance departments, which use external benchmarking programs to assist with this work. It is designed to recognise and reward contribution to successful achievement of the wider group's goals and objectives. The executive compensation program delivers pay in accordance with corporate, business unit and individual performance. The key components of our compensation philosophy are consistency,
competitiveness, performance and transparency. An Annual Compensation Report is issued to all employees setting out information regarding the strategy.
Principle 6 — Stakeholder Relationships & Engagement
The Board understands that good governance and effective communication are essential on a day-to-day basis to deliver our purpose, and to protect the company's brand, reputation and relationships with our various stakeholders including employees, suppliers and the local communities in which we work.
Senior leadership communicates to the company's employees through Town Hall meetings, presentations, internal emails, newsletters, social media channels and intranet posts. Regular employee engagement and pulse surveys are conducted to highlight areas for improvement.
Principle 6 — Stakeholder Relationships & Engagement
The Board considers the results of all employee engagement surveys to be a good indicator of the company's strategic direction, optimism in the future and career opportunities; they also facilitate Board discussion of future strategy and proposals for change.
Our success is driven by invested engagement from our leaders and our workforce, fostering Inclusive Diversity, one of Allstate's core values. Actively seeking out and leveraging the collective mixture of individual differences and similarities improves business outcomes for our workforce, the marketplace and our communities. The company's inclusive diversity program has successfully integrated diversity into the organisational culture. It is an ongoing, integrated corporate initiative that enhances the
company's ability to attract, motivate and retain a diverse pool of high-performing employees. Employee Impact Groups are an intrinsic part of the company's approach to inclusion and diversity. The company is certified to Gold level by the Diversity Charter Mark NI, an important external validation of the company's policies and performance in diversity and inclusion. The company has a number of other stakeholder engagements in the areas of business networks, government, schools and universities and communities,
environment and charities. To demonstrate its commitment to operating sustainably and minimising its environmental impact, the company achieved Platinum level in the 2025 Northern Ireland Environmental Benchmarking Survey.
Allstate NI also holds the CORE Standard for Responsible Business, accredited at Gold Level, and through this we play our role in continuing to raise standards and inspire other organisations about what can be achieved in the name of responsible business.
The company follows the Allstate group auditing process, using the same external auditors as The Allstate Corporation and Allstate Insurance Company, currently Deloitte. The Board, the senior leadership team and the external auditors are committed to a positive working relationship that enhances the effective and efficient execution of the audit process.
Download the Corporate Governance Statement PDF