UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )

 

Check the appropriate box:

Willis Group Holdings Public Limited Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY

Notice of 20112012 Annual General Meeting
of Shareholders and Proxy Statement

Important Notice Regarding the Availability of Proxy Materials for the Company’s Annual General Meeting of Shareholders to be held on April 28, 2011. This proxy statement, the Company’s 2010 Annual Report and the Irish Statutory Accounts are available, athttp://www.proxyvoting.com/wsh.

March 11, 201112, 2012

To: Shareholders of the Company

Dear Shareholder,

You are now cordially invited to attend our Annual General Meeting of Shareholders at 9:8:00 am GMT on Thursday,Wednesday, April 28, 201125, 2012 to be held at Willis Group Holdings Public Limited Company, Grand Mill Quay, Barrow Street, Dublin 4, Ireland.

In addition to the matters described in the attached Notice of Annual General Meeting and proxy statement, you will have an opportunity to meet your directors and executive officers.

Your representation and vote are important and your ordinary shares should be voted whether or not you plan to come to the Annual General Meeting. Please complete, sign, date and return your proxy card promptly.

I look forward to seeing you at the meeting.

Yours sincerely,

Joseph J. Plumeri
Chairman and Chief Executive Officer

Willis Group Holdings Public Limited Company
Grand Mill Quay
Barrow Street
Dublin 4
Ireland

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WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY

NOTICE OF 20112012 ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT

NOTICE IS HEREBY GIVEN that the 20112012 Annual General Meeting of Willis Group Holdings Public Limited Company (“Willis” or the “Company”), a company incorporated under the laws of Ireland, will be held at 9:8:00 am GMT on Thursday,Wednesday, April 28, 201125, 2012 at Willis Group Holdings Public Limited Company, Grand Mill Quay, Barrow Street, Dublin 4, Ireland for the following purposes:

The directors will present, during the Annual General Meeting, the Company’s financial statements for the period ended December 31, 20102011 prepared in accordance with Irish law (“Irish Statutory Accounts”) and the reports of the directors and auditors thereon. Shareholders present at the meeting will have an opportunity to ask any relevant and appropriate questions regarding the Irish Statutory Accounts and related reports to the representatives of our independent auditor in attendance at the meeting.

Only shareholders of record on March 1, 2011,2012, are entitled to receive notice of, and to attend and vote, in person or by proxy, at the meeting and any adjournment or postponement of the meeting. A shareholder who is entitled to attend the meeting and vote is entitled to appoint one or more proxies to attend, speak and vote. A proxy need not be a member of the Company. Company shareholders of record who attend the meeting may vote their ordinary shares personally at the meeting, even if they have sent in proxies. This Notice and Proxy Statement are being mailed or made available on the Internet to shareholders on or around March 18, 2011,16, 2012, together with a copy of the Company’s 20102011 Annual Report and Irish Statutory Accounts, which includes financial statements for the year ended December 31, 2010.2011.

Your vote is important. Whether you own one share or many, your prompt cooperation in voting your proxy is greatly appreciated if you cannot attend the meeting in person. Please follow the instructions on the proxy card you receive. If you received this proxy statement by regular mail, you may cast your vote by mail, by telephone or over the Internet by following the instructions on the enclosed proxy card. If you are accessing this proxy statement through the Internet after receiving a Notice of Internet Availability, you may cast your vote by telephone or over the Internet by following the instructions set out in that notice.

On Behalf of the Board of Directors,

Adam G. Ciongoli
Group General Counsel and Company Secretary
March 11, 201112, 2012

Willis Group Holdings Public Limited Company
Grand Mill Quay
Barrow Street
Dublin 4
Ireland

Important Notice Regarding the Availability of Proxy Materials
for the Company’s Annual General Meeting of Shareholders
to be held on April 25, 2012. This proxy statement, the Company’s 2011 Annual Report and the Irish Statutory Accounts are available, athttp://www.proxyvoting.com/wsh.

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GENERAL INFORMATION

References to “Sharesshares” in this proxy statement are to the ordinary shares, nominal value $0.000115 per share, of the Company. References to the “Group” in this proxy statement also are to the Company and its subsidiaries.

Why am I receiving these materials?

We are making this proxy statement available to you on or aboutaround March 18, 201116, 2012 because the Board of Directors is soliciting your proxy to vote at the Company’s 20112012 Annual General Meeting of Shareholders on April 28, 2011.25, 2012. The information provided in this proxy statement is for your use in deciding how to vote on the proposals described below.

The proxy statement and the following documents are available on the website atwww.proxyvoting.com/wsh and the Company’s website atwww.willis.com:

If you request, we will deliver to you a printed version of these materials.

How will the proxy materials be distributed and are they available on the Internet?

The instructions for accessing proxy materials and voting can be found in the information you received.

For shareholders who received a notice by mail about the Internet availability of proxy materials:  You may access the proxy materials and voting instructions over the Internet via the web address provided in the Notice of Internet Availability. In order to access this material and vote, you will need the control number provided on the notice you received in the mail. You may vote by following the instructions on the notice or on the website.

For shareholders who received the proxy materials by mail:  You may vote your Shares by following the instructions provided on the proxy card or voting instruction form. If you vote by Internet or telephone, you will need the control number provided on the proxy card or voting instruction form. If you vote by mail, please complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope.

You have the right to request paper copies of the proxy materials, free of charge, regardless of whether you are a record or beneficial owner of Shares.shares. Shareholders of record may request paper copies by emailing toshareholder@willis.comor by following the instructions contained in the notice. Shareholders who have already made a permanent election to receive paper copies of the proxy documents will receive a full set of the proxy documents in the mail. If you hold Sharesshares through brokers, banks or other nominees, you should receive written instructions on how to request paper copies of the proxy materials if you so desire. We recommend that you contact your broker, bank or other nominee if you do not receive these instructions along with the Company’s proxy documents.

Why are there two sets of financial statements covering the same period?

Under applicable U.S. securities laws, we are required to send to you our financial statements for the fiscal year ended December 31, 2010.2011. These financial statements, included in our Annual Report, are available on the website atwww.proxyvoting.com/wshand the Company’s website atwww.willis.com, and, if you request, will be delivered in a printed version to you. Under Irish company law, we are also required to provide you with our Irish Statutory Accounts, including the reports of our directors and auditors thereon, which accounts have been prepared in accordance with Irish law. The Irish Statutory Accounts are available on the website atwww.proxyvoting.com/wshand the Company’s website atwww.willis.com, will be presented at the Annual

What proposals are scheduled to be voted on at the meeting?

The five proposals scheduled for a vote are:

Proposal 1:  To elect the 12 directors to hold office until the next Annual General Meeting of Shareholders and until his/her successor is elected and qualified;

Proposal 2:  To ratify the reappointment of Deloitte LLP as the Company’s independent auditors until the close of the next Annual General Meeting and to authorize the Board of Directors acting through the Audit Committee of to fix the auditor’s remuneration;

Proposal 3:  To renew the authorization of the Company and/or any subsidiary of the Companycast an advisory vote to make market purchases of the Company’s Shares;approve named executive officer compensation; and

Proposal 4:  To cast an advisory vote on executive compensation; and

Proposal 5:  To cast an advisory vote onapprove the frequency of holding advisory vote on executive compensation.Willis Group Holdings Public Limited Company 2012 Equity Incentive Plan.

What is the recommendation of the Board of Directors on each proposal scheduled to be voted on at the meeting? How do the Board of Directors and executive officers intend to vote with respect to the agenda items?

The Company’s Board of Directors recommends that you voteFORthe election of each of the directors;FORthe ratification of the reappointment of Deloitte LLP as the Company’s independent auditors and the authorization of the Board of Directors, acting through the Audit Committee, to set the independent auditor’s remuneration;FORthe renewal of the authorization of the Company and/or any subsidiary of the Company to make market purchases of the Company’s Shares;FOR the approval, on an advisory basis, of the compensation of our named executive officers; andFOR the approval on an advisory basis, of a triennial advisory vote on executive compensation.the Willis Group Holdings Public Limited Company 2012 Equity Incentive Plan.

Our directors and executive officers have indicated that they intend to vote their Sharesshares in favor of each of the proposals in accordance with the Board’s recommendations. As of March 1, 2011,2012, our directors and executive officers and their affiliates beneficially owned in the aggregate less than 5% of our outstanding Shares.shares.

How do I attend the Annual General Meeting?

All shareholders of record on March 1, 20112012 are invited to attend the Annual General Meeting in person. For admission to the meeting, shareholders of record should bring proof of identification and address. Those who have beneficial ownership of Sharesshares held by a bank, brokerage firm or other nominee should bring account statements or letters from their banks, brokers or other nominee showing that they owned Willis Sharesshares as of March 1, 2011.2012. Registration will begin at 8:7:30 a.m. GMT and the meeting will begin at 9:8:00 a.m. GMT.

Who is entitled to vote?

Holders of our Shares,shares, as recorded in our Share register on March 1, 2011,2012, may vote at the meeting. As of March 1, 2011,2012, the latest practicable date, there were 171,364,621 Shares174,056,099 shares outstanding. Holders are entitled to one vote per Share.share. A list of shareholders will be available for inspection for at least 10 days prior to the meeting at our offices at One World Financial Center, 200 Liberty Street, New York, NY 10281-1003.

How do I vote?

You may vote in person at the meeting or by proxy. We recommend that you vote by proxy even if you expect to attend the meeting. You are entitled to appoint one or more proxies to attend, speak and vote instead of you. A proxy need not be a member of the Company. You will be able to change your vote at the meeting if you attend in person.

If you sign and return the enclosed proxy card but do not specify how to vote, we will vote your Sharesshares for all proposals in accordance with the recommendations made by the Board.

If your Sharesshares are held in an account with a broker, bank or other nominee, this institution is considered the shareholder of record and you are considered the “beneficial owner” or “street name holder” of those Shares.shares. In this case, your broker or bank (or its agent) or other nominee has forwarded the proxy materials, and separate voting instructions, to you. Because you are not the shareholder of record, you may not vote your Sharesshares in person at the Annual General Meeting unless you obtain a valid proxy from the broker, bank or other nominee that holds your Shares,shares, giving you the right to vote the Sharesshares in person at the meeting. As the beneficial owner of the Shares,shares, you have the right to direct your broker, bank or other nominee how to vote your Sharesshares by following the voting instructions provided to you with the proxy materials.

Under relevant New York Stock Exchange (“NYSE”) rules, if you do not instruct your broker how to vote, your broker will only be able to vote your Sharesshares with respect to “routine” matters. The only routine matter is the ratification of the reappointment of Deloitte LLP as the Company’s independent auditors (Proposal 2). Broker discretionary voting is not permitted for any of the other proposals because they are “non-routine” matters.

As of the date hereof, we do not know of any other business that will be presented at the meeting. If other business shall properly come before the meeting or any adjournment or postponement thereof, your proxy gives the person or persons named in the proxy the authority to vote on the matter in accordance with the recommendation of our Board of Directors.

Who is paying the costs of soliciting this proxy?

In addition to this mailing, our employees may solicit proxies personally, electronically or by telephone. We pay the costs of soliciting this proxy. Mellon Investor Services LLCGeorgeson Inc. has been retained to assist in the proxy solicitation at a base fee of approximately $8,500 plus expenses. We also reimburse brokers and other nominees for their expenses in sending these materials to you and getting your voting instructions. For further information on these arrangements, please refer to “Solicitation of Proxies.”

If I vote and then want to change or revoke my vote, may I?

If you are a shareholder of record, you may revoke your proxy at any time before the meeting by submitting a new proxy with a later date, by a later telephone or Internet vote, by voting in person at the meeting, or by notifying our Company Secretary. Written revocations to the Company Secretary should be directed to:

Company Secretary
c/o Office of the General Counsel
Willis Group Holdings Public Limited Company
One World Financial Center
200 Liberty Street
New York, NY 10281-1003
  
or by email toshareholder@willis.com.

If your Sharesshares are held in a stock brokerage account or by a bank or other nominee on your behalf, follow the voting instructions provided to you with this proxy statement to determine how you may change your vote.

What vote is required for approval of each proposal and what is the effect of broker non-votes and abstentions?

All proposals to be acted on at the meeting require the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present; however, forpresent, provided that to approve Proposal 5, if none4, the total votes cast must represent over 50% in interest of the alternatives receive a majority vote, the frequency selected by shareholders on an advisory basis will be determined by a plurality of votes.all securities entitled to vote. Abstentions and broker non-votes, though counted for the purposes of determining that a quorum is present, will not be counted as votes cast and therefore will have no effect. A broker non-vote is a proxy submitted by a broker where the broker fails to vote on behalf of a client on a particular matter because the broker was not instructed by the beneficial owner when such instruction is required by the NYSE with respect to such matter.

Who will count the votes and certify the results?

BNY Mellon Shareowner ServicesComputershare has been appointed as the independent Inspector of Election and will count the votes, determine whether a quorum is present, evaluate the validity of proxies and ballots, and certify the results of the voting.

Who is your transfer agent?

Our transfer agent is BNY Mellon Shareowner Services.Computershare. All communications concerning accounts of shareholders of record, including address changes, name changes, inquiries as to requirements to transfer Sharesshares and similar issues, can be handled by calling toll-free (866) 259-7716 (U.S.) or (201) 680-6578 (outside the U.S.) or (800) 231-5469 (hearing impaired) or by accessing BNY Mellon’sthe web site atwww.bnymellon.com/shareowner/isdequityaccess.

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PROPOSAL ONE

ELECTION OF DIRECTORS

The Company’s memorandum and articles of association state that directors shall hold office only until the next Annual General Meeting of Shareholders unless they are earlier removed or resign before that meeting. All of our directors are seeking election at the Annual General Meeting. Directors are elected by the affirmative vote of a majority of the votes cast by shareholders at the Annual General Meeting and serve until the next following Annual General Meeting. Any nominee for director who does not receive a majority of the votes cast is not elected to the Board.

The Board unanimously recommends you vote “FOR” the election of each of the directors.

Nominees for Election

The Company is a leading global insurance broker. Through its subsidiaries, Willis develops and delivers professional insurance, reinsurance, risk management, financial and human resource consulting and actuarial services to corporations, public entities and institutions around the world. Willis has more than 400 offices in approximately 100 countries, with a global team of approximately 17,000 employees serving clients in almost every part of the world.

Directors are responsible for overseeing the Company’s international business consistent with their fiduciary duties. This requires highly-skilled individuals with various qualities, attributes and professional experience. The Nominating and Corporate Governance Committee (the “Governance Committee”) believes that our Board as a whole has been constituted to be strong in its collective knowledge, integrity, reputation, and leadership abilities, and, as discussed more below, to have a diversity of skills and experience with respect to accounting and financial services, government and regulation, marketing and operations and global markets.

Qualifications

When recommending a person for new or continued membership on the Board, the Governance Committee considers each director’s individual qualifications in light of the overall mix of all of the directors’ attributes and the Company’s current and future needs. In its assessment of each nominee, the Governance Committee considers each director’s integrity, experience, reputation and independence. The Governance Committee considers each director’s ability to devote the time and effort necessary to fulfill his or her responsibilities to the Company and whether each director attends at least 75% of the aggregate of the total number of meetings held by the Board and any committee on which he or she served (which in 20102011 each director satisfied). The Governance Committee believes service on other public or private boards (including international companies) also enhances a director’s knowledge and board experience. It considers the experience of a director on other public company board committees, particularly when recommending the membership slate for the Company Board Committees.

The Governance Committee considers current and previous leadership positions because it believes it will better enable a director to oversee management and ultimately better serve the Company’s shareholders. Because of the Company’s international reach, extensive knowledge of the Company’s business and the industry is an important quality for directors as well as international experience or knowledge of a key geographic area. Because the Company’s business also requires continuous compliance with regulatory requirements and agencies, it is imperative for some directors to have legal, governmental, political or diplomatic expertise. If a person has served or currently serves in the public arena (whether through political service, employment as a CEO of a public company or membership on a board of a public company), his or her integrity and reputation is also a matter of public record for theon which Company and its shareholders to rely upon.may rely. The Governance Committee also believes that the Company distinguishes itself from its competitors through marketing and, as a result, a strong marketing perspective should be represented. In light of its public and global nature (including conducting business in different currencies), the Company must also have a high level of financial literacy and experience represented on its Board and Audit Committee.

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Diversity

The Governance Committee also considers diversity when assessing the appropriateness of Board membership. The Company’s Corporate Governance Guidelines provide that the Company is committed to maintaining diversity within the Board. Diversity is broadly interpreted by the Board to include viewpoints, background, experience, industry knowledge, and geography, as well as more traditional characteristics of diversity, such as race and sex. We believe that our commitment is demonstrated by the current structure of our Board and the varied backgrounds and skill sets of our directors, which includes three women (including one of Asian descent), two directors who are British citizens and one director who is an Irish citizen.

Set forth below each director’s biographical information is a summary of some of the specific qualifications, attributes, skills and experiences discussed above that were considered by the Governance Committee in its nomination for each director. The lack of a bullet-point for a director does not mean that the director does not possess other qualifications or skills.

William W. Bradley — Senator William W. Bradley, age 67,68, joined the Board on September 18, 2002. He is a Managing Director of Allen & Company LLC, an investment bank. From 2001 – 2004 he acted as chief outside advisor to McKinsey & Company’s non-profit practice. Senator Bradley is also currently a director and member of the Governance Committee of Starbucks Corp. and QuinStreet, Inc. and was a director of Seagate Technology until August 2010. He was a Senior Advisor and Vice Chairman of the International Council of JP Morgan & Co., Inc. from 1997 – 1999. During that time, he also worked as an essayist for CBS evening news and as a visiting professor at Stanford University, Notre Dame University and the University of Maryland. Senator Bradley served in the U.S. Senate from 1979 – 1997 representing the state of New Jersey. In 2000, he was a candidate for the Democratic nomination for President of the United States. Prior to serving in the Senate, he was an Olympic gold medalist in 1964 and a professional basketball player with the New York Knicks from 1967 – 1977 during which time they won two NBA championships. Senator Bradley holds a BA degree in American History from Princeton University and an MA degree from Oxford University where he was a Rhodes Scholar. He has authored six books on American politics, culture and economy. Currently, Senator Bradley hostsAmerican Voices, a weekly show on Sirius Satellite Radio that highlights the remarkable accomplishments of Americans both famous and unknown.

Joseph A. Califano, Jr. — Mr. Califano, age 79,80, joined the Board on April 21, 2004. He has beenpreviously served as the Chairman of the Board of the National Center on Addiction and Substance Abuse at Columbia University (“CASA”) in New York City since 1992.from 1992 to 2011. Mr. Califano has served as Adjunct Professor of Public Health at Columbia University’s Medical School and School of Public Health and is a member of the Institute of Medicine of the National Academy of Sciences. Mr. Califano was a senior partner of the Washington, D.C. office

of the law firm Dewey Ballantine from 1983 to 1992. Mr. Califano served as the United States Secretary of Health,

committees of Enserve Group Ltd. Sir Roy resigned as Chairman of Plymouth Argyle Football Club in December 2010. In addition, he was Chairman of Connaught plc between May and September 2010. He previously held positions

from Vassar College, and a MA in East Asian Studies from Harvard University.

James F. McCann — Mr. McCann, age 59,60, joined the Board on April 21, 2004. Mr. McCann has served since 1976 as Chairman and Chief Executive Officer of 1-800-FLOWERS.COM, Inc., a florist and gift shop

Douglas B. Roberts — Mr. Roberts, age 63,64, joined the Board on February 13, 2003. He is the former Treasurer for the State of Michigan, a position held from April 2001 to December 2002 and from January 1991 to November 1998. From January 1999 to March 2001 he was Vice President of Business Development and Best Practices at Lockheed Martin IMS. Prior to January 1991, Mr. Roberts worked in the Michigan Senate as Director, Senate Fiscal Agency from April 1988 to December 1990 and as Deputy Superintendent of Public Instruction for the Department of Education. Mr. Roberts holds a doctorate in Economics from Michigan State University. Currently, Mr. Roberts is both a Professor and the Director for the Institute for Public Policy and Social Research at Michigan State University.

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CORPORATE GOVERNANCE

The Board, Board Committees and Meetings

The Board has adopted Corporate Governance Guidelines which meet the NYSE’s listing standards, including the requirement that a majority of the Company’s Board is independent and that the Board’s Audit Committee, Compensation Committee and Governance Committee are comprised solely of independent directors. The Board has determined that, with the exception of Mr. Plumeri, all the directors shown above and the members of the Audit Committee, Compensation Committee and Governance Committee as well as the Risk Committee are independent under the relevant Securities and Exchange Commission (“SEC”) rules, NYSE listing standards and the Company’s Corporate Governance Guidelines. The Company’s Director Independence Standards are part of the Company’s Corporate Governance Guidelines.

As discussed above, each of the members of the Company’s Board of Directors has a vast range of experience and is affiliated with many different organizations. Accordingly, in considering the independence of each director, the Governance Committee considered that the Company, in the ordinary course of business and on commercial terms provides services (such as insurance broking or consultancy services) to, receives services from or provides charitable donations to organizations that almost all of the Board members are affiliated. In addition, in the ordinary course of business, Jeffrey Lane, Robyn Kravit and James McCann receive broking or consultancy services from the Company on a personal basis. In evaluating the independence of each director, the Governance Committee determined that, in all of the above cases, the amounts involved are less thantransactions did not impair the thresholds included inrelevant director’s independence under the applicable NYSE rules andlisting standards or the Company’s Corporate Governance Guidelines. The Governance Committee also considered that in 2010 Mr. Plumeri made an additional investment of £100,000 in an entity to assist that entity in purchasing a minority interest in the Plymouth Argyle Football Club (United Kingdom), of which Sir Roy Gardner previously served as chairman and which is currently in administration. This represents a total aggregate investment of £200,000 and an indirect ownership interest in the Club by Mr. Plumeri of less than 1%.

The Governance Committee found that none of the relationships or transactions discussed above is material, and accordingly, do not affect the independence of the directors.

Our Corporate Governance Guidelines and Board Committee Charters can be found in the Investor Relations — Corporate Governance section of our website atwww.willis.com. Copies are also available free of charge on request from the Company Secretary, Willis Group Holdings Public Limited Company, c/o Office of General Counsel, One World Financial Center, 200 Liberty Street, New York, NY 10281-1033.

The Board met formally nineseven times in 2010.2011. Each director attended at least 75% of the aggregate of the total number of meetings held in 20102011 of the Board and any committee on which he or she served.

The independent directors held separate executive sessions without senior management followingeither before or after each of the regularly scheduled quarterlyBoard meetings of the Board in 2010.2011. The Chairman of each such session was the Chairman of the Governance Committee.Presiding Independent Director. Neither the Chairman and CEO, nor any member of management, at any level, attend the executive sessions of the independent directors. In February 2011, the independent and non-management directors appointed a Presiding Independent Director, who, as noted below, has the authority to convene and preside over executive sessions.

All directors are expected to make every effort to attend the Annual General Meeting. All of the serving directors were scheduled to attendattended the 20102011 Annual General Meeting of Shareholders that was held in Ireland. However, the directors were prevented from attending the meeting as a result of the April 2010 volcano eruption in Iceland that affected transportation.Ireland, except for Jeffrey Lane due to medical reasons.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the roles of Board Chairman and CEO may be filled by the same or different individuals, which provides the Board the flexibility to determine whether these roles should be combined or separated based on the Company’s circumstances and needs at any given time. The roles of Chairman and CEO of the Company are currently held by the same person, Joseph J. Plumeri. The Board believes that the Company and its shareholders are best served by having Mr. Plumeri serve in both positions. Mr. Plumeri is most familiar with our business and the challenges the Company faces in the current environment, and his experience and expertise makesmake him best suited to set agendas for the Board and Committee meetings in consultation with the Presiding Independent Director and lead discussions

TheExecutive Committeehas the full powers, authorities and discretions of the Board of the Directors, when it is not in session, in the management of the business and affairs of the Company, except as otherwise provided in the resolutions of the Board and under applicable law. The Executive Committee, whose members are Joseph J. Plumeri (Chairman), William W. Bradley, Joseph A. Califano, Jr., Sir Roy Gardner, Wendy E. Lane and Douglas Roberts, met oncedid not hold any meetings in 2010.2011.

TheAudit Committeeassists the Board in fulfilling its oversight responsibilities with respect to: (i) the integrity of the Company’s financial statements; (ii) the selection and oversight of the independent auditors; (iii) the Company’s compliance with legal and regulatory requirements; (iv) the independent auditors’ qualifications and independence; (v) the performance of the independent auditors and the Company’s internal audit function; (vi) the establishment and maintenance of proper internal accounting controls and procedures; and (vii) the treatment of employees’ concerns regarding accounting or auditing matters as reported under the Company’s whistleblower policy. In addition, the Audit Committee provides an avenue for communication among internal audit, the independent auditors, management and the Board. The Audit Committee also focuses on major financial risk exposures, the steps management has taken to monitor and control such risks, and, if appropriate, discusses with the independent auditor the guidelines and policies governing the process by which senior management and the relevant departments of the Company assess and manage the Company’s financial risk exposure and operational/strategic risk.exposure. The Audit Committee operates pursuant to a Charter, a copy of which can be found in the Investor Relations — Corporate Governance section of the Company’s website atwww.willis.com. The Audit Committee, whose members are Douglas B. Roberts (Chairman), Sir Jeremy Hanley, Robyn S. Kravit and Wendy E. Lane met formally fivesix times during 2010.2011. Mr. Roberts, Sir Jeremy Hanley and Ms. Lane are considered to be Audit Committee Financial Experts in light of their financial experience described in their biographies above.

TheCompensation Committeedetermines the compensation of the Company’s Chairman and CEO and makes recommendations to the Board in respect of the compensation of non-employee directors and other executive officers.officers and non-employee directors. In addition, the Compensation Committee oversees the administration of the Company’s share-based award plans and, in consultation with senior management, establishes the Company’s general compensation philosophy. In connection with those objectives, the Compensation Committee is also responsible for: (i) overseeing the development and implementation of compensation programs; (ii) reviewing and approving annually corporate performance goals and objectives relevant to the compensation of the Chairman and CEO and evaluating his performance in light of those goals and objectives; (iii) reviewing and approving compensation policies applicable to the senior management of the Company; (iv) making recommendations to the Board on the Company’s existing and proposed incentive compensation plans and equity-based plans and overseeing the administration of these plans; (v) making recommendations to the Board with respect to non-CEO executive officer compensation in light of the Compensation Committee’s evaluation of the officers; and (vi) making recommendations to the Board on the non-employee directors’ compensation. The Compensation Committee operates pursuant to a Charter, a copy of which can be found in the Investor Relations — Corporate Governance section of the Company’s website atwww.willis.com. As discussed further below, the Compensation Committee reviews the compensation risk assessment conducted to determine whether any material risks were deemed to be likely to arise from the Company’s compensation policies and programs, what mitigating factors are in place, and whether these risks would be reasonably likely to have a material adverse effect on its business. The Compensation Committee, whose members are Wendy E. Lane (Chairman), Jeffrey B. Lane and James F. McCann, met formally fiveseven times during 2010. Ms. Lane replaced Sir Roy Gardner as the Chairman of the Compensation Committee in April 2010.

With feedback from the Board members, members of the Governance Committee initiate contact with preferred candidates and, following feedback from interviews conducted by Governance Committee and Board members, recommend candidates to join the Board. The Governance Committee has the authority to retain a search firm to assist with this process. The Governance Committee considers candidates nominated by shareholders and ensures that such nominees are given appropriate consideration in the same manner as other candidates. In addition, the Governance Committee develops and recommends to the Board the Corporate Governance Principles, including independence standards for directors of the Company. The Governance Committee, whose members are William W. Bradley (Chairman), Joseph A. Califano Jr. and Anna C. Catalano met formally sixfour times during 2010.2011.

TheRisk Committeeis responsible for assisting the Board in: (i) monitoring oversight of the Company’s enterprise risk management; (ii) overseeing, on the basis of proposals from management, the creation, and subsequent iteration, of a framework, for approval by the Board, in relation to the management of risk; (iii) reviewing the adequacy of the Company’s resources to perform its risk management responsibilities; (iv) reviewing the activities of the Company’s Enterprise Risk Management Committee (“ERMC”), as well as reviewing and approving annually the Company’s Enterprise Risk Management Policy; (v) meeting with the chairman and/or other members of the Company’s EMRCERMC and Audit Committee, as needed or advisable, to discuss the Company’s corporate risk management framework and/or related areas; and (vi) reviewing and recommending any major transactions or decisions affecting the Company’s risk profile or exposure. The Risk Committee operates pursuant to a Charter, a copy of which can be found in the Investor Relations — Corporate Governance section of the Company’s website atwww.willis.com. The Risk Committee, whose members are Sir Roy Gardner (Chairman), Anna C. Catalano and Michael J. Somers, met formally threefour times in 2010 (the first meeting being held in April 2010) and, similar to the other Board committees, expects to hold four regularly scheduled meetings each year.2011.

Risk Oversight

The Board of Directors has the ultimate oversight responsibility for the risk management function of the Company. The Company has implemented an enterprise-wide approach to risk management and has established the ERMC. The members of the ERMC include senior executives in the finance, legal, internal audit and IT departments, including the Chief Risk Officer, the Group General Counsel, the Group Chief Financial Officer, the Group Audit Director and Groupthe Chief OperatingInformation Officer. It also includes senior representatives from the Company’s main operating units such as our North American, Reinsurance and Global Specialties and UK & Ireland retailInternational businesses. The ERMC meets monthlyat least eight times annually and has adopted the Enterprise Risk Management Policy, which operates as a framework for the identification, assessment, measurement, reporting and management of exposure to the Company’s risk on an enterprise-wide basis.

Prior to the Board Risk Committee’s first meeting in April 2010, the full Board of Directors participated in an enterprise risk management review with management, focusing on three primary areas of risk: financial risk, legal/compliance risk and operational/strategic risk. This review has become even more focused and in-depth with the establishment of the Risk Committee which meets with members of the ERMC on a quarterly basis. After each meeting, the Risk Committee provides a regular report to the full Board. Based on the Risk Committee’s review and recommendation, the Board has approved the Enterprise Risk Management Policy and the Group Risk Appetite Statement.

Company’s compensation programs with key members of management responsible for such programs, and an assessment of program design and features relative to compensation risk factors.

With assistance from the Company’s Chief Risk Officer, F.W.Frederick W. Cook & Co., also reviewed the Company’s risk profile and related risk management processes and the findings of the compensation risk assessment to determine if any material risks were deemed to be likely to arise from the Company’s compensation policies and programs and to determine whether these risks arewould be reasonably likely to have a material adverse effect on its business. The determination, which was reviewed and approvedaffirmed by management and the Compensation Committee, was that the Company’s pay plans and policies were not reasonably likely to have a material adverse effect on the Company. AsIn the first quarter of 2011, this conclusion was reaffirmed.

At the end of 2011, at the request of the Compensation Committee, Towers Watson (its current Compensation Consultant) reviewed the risk assessment conducted by the previous Compensation Consultant in the beginning of 2010 and confirmed that the methodology used in that assessment remained valid. Towers Watson worked with Willis to review the Company’s current compensation programs and enterprise risk profile havefound that these programs had not materially changed from the time of the initial risk assessment. Willis also confirmed that there had been not material changes to the Company’s enterprise risk profile. Based on these considerations, Towers Watson determined that the 2010 risk assessment the findings remain applicable. TheThis determination was reviewed and affirmed by the Compensation Committee thereafter reported the findings to the Board.Committee.

Review and Approval of Related Person Transactions

Willis has adopted written policies and procedures governing the review and approval of transactions between the Company and any of its directors or executive officers, nominees for directors, any security holder who is known to the Company to own of record or beneficially more than 5% of any class of the Company’s voting securities or their immediate family members (each, a “Related Person”) to determine whether such persons have a direct or indirect material interest. The Company’s directors and executive officers complete an annual director and officer questionnaire which requires the disclosure of related person transactions. In addition, directors and executive officers are obligated to advise the Audit Committee of any related person transactions of which they are aware, or become aware, and, in the event that any such transactions involve difficult or complex issues, the directors and executive officers are obligated to advise the Group General Counsel. Further, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in the Company’s proxy statement in accordance with SEC rules. The Audit Committee reviews and approves or ratifies any related person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related person transaction, the Audit Committee considers, among other factors it deems appropriate:

however, that such director may be counted in determining the presence of a quorum at a meeting at which the Audit Committee considers the transaction.

Related Person Transactions

ThereThe Company made charitable donations of approximately $160,000 to CASA, a nationwide and non-profit organization organized to study and combat substance abuse, with whom two of the Company’s directors are associated. Jeffrey Lane has replaced Joseph Califano as the current Chairman of the Board and is also employed by CASA. Other than these donations, there were no transactions with the directors or executive officers during 20102011 required to be disclosed pursuant to Item 404 of Regulation S-K.

Communications with Shareholders and Other Constituencies

The Chairman and CEO is responsible for establishing effective communications with the Company’s stakeholder groups, including shareholders, the press, analysts, clients, suppliers, governments and representatives of the communities in which it operates. It is the policy of the Company to appoint individuals to communicate and interact fully with these stakeholders and the Board will look to senior management to speak for the Company. This policy does not preclude outside directors from communicating directly with shareholders or other constituencies about Company matters, but any such communications will generally be held at the request of the Board or senior management or with senior management present.

An interested person may communicate with independent directors or the non-management directors as a group by writing to the Company Secretary, c/o Office of General Counsel, Willis Group Holdings Public Limited Company, One World Financial Center, 200 Liberty Street, New York, NY 10281-1003.

A shareholder who wishes to propose an individual to the Governance Committee for its consideration as a nominee for election to the Board may do so by writing to the Company Secretary, c/o the Office of the General Counsel, Willis Group Holdings Public Limited Company, One World Financial Center, 200 Liberty Street, New York, NY 10281-1003.

For a more detailed description regarding the solicitation of proxies, including with respect to shareholder nominations of directors, see “Solicitation of Proxies.”

TABLE OF CONTENTS

SECURITY OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following tables show the number of Sharesshares beneficially owned, as of March 1, 2011:2012:

The amounts and percentages of our Sharesshares beneficially owned are reported in accordance with Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of that security, or investment power, which includes the power to dispose of or to direct the disposition of that security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of March 1, 20112012 (i.e.i.e., April 29, 2011)2012). Also, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which that person has no economic interest.

5% Beneficial Owners

Name and Address		Number of Shares Beneficially Owned				Percent Beneficially Owned
Southeastern Asset Management, Inc.(1) 6410 Poplar Avenue Suite 900 Memphis TN 38119, USA			15,012,255				8.8	%
Mackenzie Financial Corporation(2) 180 Queen Street West Toronto, Ontario M5V 3K1 Canada			8,987,311				5.3	%
ValueAct Capital(3) 435 Pacific Avenue, Fourth Floor San Francisco, CA 94133			8,656,910				5.1	%
Invesco Ltd.(4) 1555 Peachtree Street NE Atlanta GA 30309, USA			8,646,018				5.1	%

Name and Address		Number of Shares Beneficially Owned				Percent Beneficially Owned
Southeastern Asset Management, Inc.(1) 6410 Poplar Avenue, Suite 900 Memphis, TN 38119			12,671,200				7.3	%
ValueAct Capital(2) 435 Pacific Avenue, Fourth Floor San Francisco, CA 94133			8,656,910				5.1	%

The following table shows the interests of directors and the executive officers of the Company as March 1, 2011.2012.

Name		Number of Shares Beneficially Owned(1)				Percent Beneficially Owned				Number of Shares Beneficially Owned(1)				Percent Beneficially Owned
Joseph J. Plumeri(2)			4,704,465				2.73				4,746,974				2.73	%
William W. Bradley(3)			140,019				*				11,503				*
Joseph A. Califano, Jr.(4)			43,645				*				10,129				*
Anna C. Catalano(5)			30,645				*				38,129				*
Sir Roy Gardner(6)			35,645				*				43,128				*
Sir Jeremy Hanley(7)			33,645				*				42,514				*
Robyn S. Kravit(8)			4,817				*				6,301				*
Jeffrey B. Lane			4,817				*				6,301				*
Wendy E. Lane(9)			39,720				*				6,618				*
James F. McCann(10)			42,145				*				8,979				*
Douglas B. Roberts(11)			48,071				*				14,555				*
Michael J. Somers			—				*				1,483				*
Celia R. Brown											2,305				*
Adam G. Ciongoli(12)			115,320				*				170,761				*
Peter C. Hearn(13)			177,832				*				250,764				*
Victor P. Krauze(14)			105,244				*
David B. Margrett(15)			186,964				*
Grahame J. Millwater(16)			194,921				*
Stephen Hearn(14)											13,800				*
Victor P. Krauze(15)											153,510				*
Michael K. Neborak			—				*				3,326				*
Martin J. Sullivan			—				*				14,925				*
Sarah J. Turvill(17)			310,950				*
Timothy D. Wright(18)			105,402				*
All our Directors and Executive Officers (21 persons)			6,324,267				3.67
Sarah J. Turvill(16)											390,578				*
Timothy D. Wright(17)											199,514				*
All of our Directors and Executive Officers (21 persons)											6,136,098				3.52	%