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Directors’ report<br />

The Directors have pleasure in submitting<br />

their Annual Report and financial statements<br />

for the year ended 31 December 2009.<br />

Principal activity and business review<br />

The Company is a holding company for<br />

subsidiaries involved in the business of<br />

insurance in Bermuda, the US, the UK,<br />

Guernsey and Europe. An analysis of the<br />

development and performance of the business<br />

can be found within the Chief Executive’s<br />

report on pages 5 to 11. A description<br />

of the major risks can be found in the risk<br />

management section on pages 21 to 25.<br />

Financial results<br />

The Group achieved a pre-tax profit for the<br />

year of £320.6 million (2008: £105.2 million).<br />

Detailed results for the year are shown in the<br />

consolidated income statement on page 48,<br />

and also within the Group financial performance<br />

section on pages 15 to 19.<br />

Going concern<br />

A review of the financial performance of<br />

the Group is set out on pages 15 to 19. The<br />

financial position of the Group, its cash flows<br />

and borrowing facilities are included therein.<br />

In addition, note 3 to the financial statements<br />

provides a detailed discussion on the risks<br />

which are inherent to the Group’s business<br />

and how those risks are managed.<br />

The Group has considerable financial resources<br />

and a well balanced book of business.<br />

After making enquiries, the Directors have<br />

an expectation that the Company and the<br />

Group have adequate resources to continue in<br />

operational existence for the foreseeable future.<br />

For this reason they continue to adopt the going<br />

concern basis in preparing the accounts.<br />

Dividends<br />

An interim dividend of 4.5p (net) per share<br />

(2008: 4.25p (net)) was paid on 6 October 2009<br />

by <strong>Hiscox</strong> Ltd in respect of the year ended<br />

31 December 2009. A second interim dividend<br />

of 10.5p (net) per share (2008: final dividend<br />

8.5p (net)) will be paid on 29 March 2010 in<br />

respect of the year ended 31 December 2009.<br />

Share capital<br />

Details of the structure of the Company’s<br />

share capital and changes in the share capital<br />

during the year are disclosed in note 25<br />

to the consolidated financial statements.<br />

Directors<br />

The names and details of the individuals who<br />

served as Directors of the Company during<br />

the year are set out on pages 32 to 33.<br />

Stuart Bridges and Robert Childs retire<br />

by rotation in accordance with the Bye-Laws<br />

of the Company and they have each submitted<br />

themselves for re-election at the Annual General<br />

Meeting of the Company.<br />

One of our Directors, Sir Mervyn Pedelty,<br />

died in January 2010. Sir Mervyn had been the<br />

Chairman of the Remuneration and Nomination<br />

Committee and Senior Independent Director<br />

of <strong>Hiscox</strong> Ltd since redomicile.<br />

Political and charitable contributions<br />

The Group made no political contributions<br />

during the year (2008: £nil). Charitable<br />

donations totalled £1,171,000 (2008: £717,000)<br />

of which £1,000,000 (2008: £500,000) was<br />

donated to the <strong>Hiscox</strong> Foundation, a UKregistered<br />

charity. The policy of the <strong>Hiscox</strong><br />

Foundation is to assist and improve education,<br />

the arts and independent living for disabled<br />

and disadvantaged members of society.<br />

Further information concerning the Group’s<br />

charitable activities is contained in the report<br />

on Corporate responsibility on page 27.<br />

Major interests in shares<br />

The Company has been notified of the following<br />

shareholdings of 5% or more in the ordinary<br />

shares of the Company as at 1 March 2010:<br />

Number of shares % of total<br />

Invesco Limited 48,909,615 13.04<br />

Jupiter Asset Management 25,210,566 6.4<br />

Standard Life Investments 21,943,914 5.852<br />

Legal & General<br />

Massachusettes Financial<br />

18,591,533 5.05<br />

Services Company 23,175,509 5.23<br />

A copy of the Company’s Bye-Laws is available<br />

for inspection at the Company’s registered office.<br />

Directors’ report <strong>Hiscox</strong> Ltd Report and Accounts 2009<br />

45

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