Download PDF - Hiscox
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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