Item 4.01 Changes in Registrant's Certifying Accountant.
As a matter of good corporate governance, the Audit Committee of the Board of
Directors (the "Audit Committee") of RenaissanceRe Holdings Ltd. (the "Company")
has been taking a number of steps in consideration of a potential audit firm
rotation. Ernst & Young Ltd. ("EY"), the Company's current independent
registered public accounting firm, has served as the Company's auditor since
1993. Earlier this year, the Audit Committee invited several registered public
accounting firms, including EY, to participate in this process.
Following an extensive evaluation process, on July 28, 2021, the Audit Committee
determined to select PricewaterhouseCoopers Ltd. ("PwC") as the Company's
independent registered public accounting firm for the Company's fiscal year
ending December 31, 2022, subject to completion of PwC's standard client
acceptance procedures and execution of an engagement letter. The appointment of
PwC is also subject to the approval of the Company's shareholders at the
Company's 2022 Annual General Meeting of Shareholders. EY will continue as the
Company's independent registered public accounting firm for the year ending
December 31, 2021. On August 2, 2021, EY delivered a letter of resignation as
auditor of the Company, to be effective immediately following the filing of the
Company's Annual Report on Form 10-K for the fiscal year ending December 31,
2021.
EY's reports on the Company's consolidated financial statements as of and for
the fiscal years ended December 31, 2020 and 2019 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2020 and 2019, and the subsequent
interim periods through August 2, 2021, there were no disagreements within the
meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions
between the Company and EY on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to EY's satisfaction, would have caused EY to make reference thereto in
their reports, and no "reportable events" within the meaning of Item
304(a)(1)(v) of Regulation S-K.
The Company has requested that EY furnish a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the above
statements. A copy of EY's letter, dated August 2, 2021, is filed as Exhibit
16.1 to this Form 8-K.
During the fiscal years ended December 31, 2020 and 2019 and the subsequent
interim periods through August 2, 2021, neither the Company nor anyone on its
behalf has consulted with PwC regarding the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements, and
neither a written report nor oral advice was provided to the Company that PwC
concluded was an important factor considered by the Company in reaching a
decision as to any accounting, auditing, or financial reporting issue, or any
matter that was the subject of a disagreement (within the meaning of Item
304(a)(1)(iv) of Regulation S-K and the related instructions) or any reportable
event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit # Description
16.1 Letter from Ernst & Young Ltd.
101 Pursuant to Rule 406 of Regulation S-T, the cover page information is
formatted in Inline XBRL.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document
and included in Exhibit 101).
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