•
Introduction
Who are we?
Conduit Re is a Bermuda-based multi-line reinsurer with global
reach, supporting insurers and reinsurers with their property,
casualty and specialty reinsurance needs.
We have proven experience across our business to make dynamic decisions throughout
the market cycle. We use differentiated technology to provide insight and bespoke
solutions to support our clients.
We have a strong balance sheet that is well capitalised for future growth.
We operate from a single location with a disciplined and collaborative culture.
Social responsibility and inclusiveness are at the core of how we operate.
In this report...
Internships and Scholarships
Find out more on page 23.
Employees in the Community
Find out more on page 29.
02
S T R A T E G I C R E P O R T
03
Business Model
04
At a Glance
06
Key Performance Indicators
07
Executive Chairman's Statement
09
CEO's Report
12
CUO's Report
18
CFO's Report
19
Business Review – Finance
23
Case Study
24
Enterprise Risk Management Report
29
Case Study
30
ESG Summary
36
Section 172 Statement
39
G O V E R N A N C E
40
At a Glance
41
Board of Directors
45
Introduction to Corporate Governance
48
Corporate Governance and Compliance
with the UK Corporate Governance Code
53
Nomination Committee Report
57
Audit Committee Report
63
Remuneration at a Glance
64
Directors' Remuneration Report
66
Directors' Remuneration Policy and
Policy Table
72
Notes to the Directors' Remuneration Policy
76
Annual Report on Remuneration
94
Directors' Report
99
Directors' Responsibilities Statement
100
F I N A N C I A L S T A T E M E N T S
101
Independent Auditor's Report
107
Consolidated Statement of
Comprehensive Income
108
Consolidated Balance Sheet
109
Consolidated Statement of Changes
in Shareholders' Equity
110
Statement of Consolidated Cash Flows
111
Notes to the Consolidated
Financial Statements
163
Additional Performance Measures
166
Glossary
170
Advisers and Contact Information
01
Contents
Strategic
Report
In this section:
03
Business Model
04
At a Glance
06
Key Performance Indicators
07
Executive Chairman's Statement
09
CEO's Report
12
CUO's Report
18
CFO's Report
19
Business Review – Finance
23
Case Study
24
Enterprise Risk Management Report
29
Case Study
30
ESG Summary
36
Section 172 Statement
02
Reasonable returns during
an active loss period
RoE of 12.7% demonstrates Conduit's
ability to generate returns for
shareholders while absorbing losses.
Strategic vision fuels
robust growth
Reached $1,162.4m of gross premiums
written in 2024, with 24.8% growth
across our multi-line portfolio.
A model
designed
for
sustainable
growth
Our business model is designed
around our strategy, and is
fundamental to delivering
long-term value to our stakeholders.
Our vision
Our vision is for Conduit Re
to be a reinsurance business with
a global reach to deliver sustainable
long-term returns through the
market cycle.
What we do
Conduit Re offers a broad range of
traditional and tailored proportional
and excess of loss reinsurance
solutions to our clients on a
worldwide or region-specific basis
within our Property, Casualty
and Specialty portfolios.
Property
Casualty
Specialty
03
Business Model
Inception to 31 December 2024
gross premiums written
$3.1bn
We are…
We use…
We embrace…
•
a multi-line reinsurer
in a single location
in Bermuda.
•
a business with no
conflicts of interest
with our cedants.
•
client, geography
and product neutral.
We enable fast, flexible
and informed decision-
making.
•
an open culture where
knowledge transfer
is facilitated and
collaborative challenge
is encouraged.
•
modern, modular
technology to
provide enhanced
portfolio insight.
We create a diverse,
inclusive and engaging
working environment.
•
a broad view to
exploring solutions
in ever-changing market
conditions, unhindered
by legacy systems
and issues.
•
an integrated approach
to ESG, building this
into our operations,
underwriting and
investment activities.
We aim to deliver long-
term sustainable benefits
for our stakeholders.
Our key resources
People and talent
Our people, with their
skills and expertise, are
critical to the success
of the business.
Technology
We have invested in
the latest technology to
continuously improve the
business.
Financial capital
We are a well-capitalised
business to help support
our market-driven strategy.
Underpinned by our culture
01.
Transparent
02.
Collaborative
03.
Responsible
04.
Enabled
05.
Forward-thinking
04
At a Glance
Property
Proportional and
non-proportional
Casualty
Proportional and
non-proportional
Specialty
Proportional and
non-proportional
Including catastrophe and non-
catastrophe property business across US
and international risks for personal and
commercial lines.
Including directors and officers liability,
financial institutions liability, general
liability, medical malpractice, professional
liability and transactional liability.
Including aviation, energy, engineering
and construction, environmental, marine,
renewables, political violence and
terrorism and whole account.
Gross premiums written ($m)1
Gross premiums written ($m)1
Gross premiums written ($m)1
1.
Gross premiums written now exclude reinstatement premiums to ensure consistency with the IFRS 17 view of revenue. 2021 in the graphs above, disclosed under
IFRS 4, are also shown excluding reinstatement premiums for consistency.
Bermuda-based reinsurer
BMA regulated –
Class 4 Licensed
Members of staff
65
AM Best financial strength rating
A-
(Excellent)
Total shareholders' equity
$1.05bn
as at 31 December 2024
2024 Gross premiums written1
$1,162.4m
129.2
236.7
276.7
297.6
2021
2022
2023
2024
66.4
97.7
186.4
258.5
2021
2022
2023
2024
176.9
288.1
468.3
606.3
2021
2022
2023
2024
In numbers...
Underwriting
How we
create
value
Our key business objectives
•
Building a leading reinsurance business
focused on underwriting expertise.
•
Delivering profitability and a mid-teens
return on equity (RoE) across the cycle.
•
Maintaining a strong balance sheet to
support our business plans.
•
Building a sustainable business for the
long-term benefit of our stakeholders.
05
At a Glance continued
Targeted, data-driven underwriting
Operational excellence
Strong balance sheet
•
Pure reinsurance treaty focus.
•
Balanced and diversified portfolio.
•
Dynamic cycle management across
classes of business and geographies.
•
Agile decision-making and attention
to detail to maximise returns.
•
A single location and highly efficient
corporate structure.
•
An open and collaborative culture.
•
Management team with proven
industry track record across cycles.
•
Targeted and effective use of data-
driven pricing, analytics and
exposure management thanks to an
efficient cloud-based ecosystem.
•
Strong balance sheet that is well
capitalised for future growth.
•
AM Best (A-) Excellent financial
strength rating with 'positive'
outlook and 'very strong'
balance sheet.
•
High-quality investment portfolio,
with average credit quality of AA.
Combined ratio (discounted)
86.0%
2023: 72.1%
Headcount
65
2023: 59
Net tangible assets per share growth
(including dividends)
12.9%
2023: 22.2%
Our investment proposition
Gross premiums written1 ($m)
RoE (%)
In its fourth year of underwriting, Conduit
has continued its growth across all segments,
benefiting from new business, high retention
and underlying growth of renewal business.
With elevated loss activity across smaller
and mid-sized natural catastrophe and risk
events in 2024, we achieved an RoE of 12.7%.
Our investment portfolio also performed well
and provided a meaningful contribution.
Total net investment return (%)
Total shareholder return (%)
Combined ratio – discounted (%)
Net tangible asset value per share ($)
After interest rate hikes in 2022, Conduit now
has a generally higher-yielding investment
portfolio to drive positive performance.
Net investment income continued to grow
in 2024, and was the primary driver of the
investment returns.
Conduit generated a positive total
shareholder return (TSR) in 2024, supported
by its interim and final dividends. As a
comparison, over the same period the FTSE
100 and FTSE 250 delivered +5.7% and
+4.7% respectively.
Our discounted combined ratio of 86.0%
is reflective of a year with more than
$140 billion of insured natural catastrophe
and other losses for the industry.
The increase in net tangible asset value per
share (NTAVS) was due to comprehensive
income generated for the year, less
dividends paid by Conduit during the year.
06
Key Performance Indicators
6.70
6.25
5.41
5.08
5.93
12.7
22.0
(4.4)
(9.1)
(4.0)
1,162.4
931.4
622.5
637.5
378.8
86.0
72.1
103.0
107.0
119.4
5.9
16.4
5.5
(12.2)
4.0
5.8
(5.0)
(0.3)
1.
Comparatives for 2022 have been restated on an IFRS 17 basis. Prior to IFRS 17 implementation the numbers were presented on an IFRS 4 basis. Gross premiums written now exclude reinstatement premiums to ensure
consistency with the IFRS 17 view of revenue.
2024
IFRS 17
2023
IFRS 17
2022
IFRS 17
2022
IFRS 4
2021
IFRS 4
2024
IFRS 17
2023
IFRS 17
2022
IFRS 17
2022
IFRS 4
2021
IFRS 4
2024
2023
2022
2021
2024
2023
2022
2021
2024
IFRS 17
2023
IFRS 17
2022
IFRS 17
2022
IFRS 4
2021
IFRS 4
2024
IFRS 17
2023
IFRS 17
2022
IFRS 17
2022
IFRS 4
2021
IFRS 4
Our key
performance
indicators
Another
year
of strong
growth
I N T E R V I E W W I T H O U R
E X E C U T I V E C H A I R M A N
Reflecting on everything we
have achieved through the
end of our fourth full year in
business, I am particularly
pleased to present Conduit’s
2024 results.
On behalf of the Board, I am pleased to
introduce Conduit's 2024 results. To begin
with I would like to reflect on what we have
achieved having completed our fourth full
year in business.
We set out to establish Conduit as a multi-
line reinsurer with a differentiated business
model. As we move into 2025, we expect
to see a continuing flow of global
opportunities from our single location
in Bermuda.
We have built an efficient operating and
regulatory model which delivers results
and is designed to maintain our operating
expenses below normal industry cost levels.
In 2024, our team continued to execute on
our growth strategy with gross premiums
written of $1.16 billion, and increasing year
on year by 24.8%. In a year when the
industry experienced elevated levels and
frequency of natural catastrophe and
risk losses across multiple sectors and
geographies, we delivered comprehensive
income of $125.6 million and an RoE
of 12.7%.
This continued trend of increased climate-
related perils has contributed to the fifth
consecutive year of more than $100 billion
of insured natural catastrophe losses for the
industry. The impact of severe convective
storms, hail, flooding and wildfires has
been far reaching as weather patterns shift
and insured values continue to grow in
exposed regions. Of particular note is the
wildfire event which struck California in
January 2025. These events have a
devastating impact on communities and,
as a reinsurer, Conduit is quick to respond
so our cedants can help their policyholders
begin the rebuilding process. This is
another example of the vital role that
reinsurance plays in protecting businesses
and consumers.
The compounding effect of Conduit’s
business model has enabled us to increase
our assets under management, and this in
turn has delivered increased net investment
income in 2024, while maintaining our
conservative approach to risk in the
investment portfolio. Our balance sheet
continues to support our growth. Market
cycles are a feature of our industry and
the Board regularly discusses capital
management and the long-term strategy to
maximise our capital efficiency and returns.
For 2024, we are maintaining our dividend
at $0.18 per share making it $0.36 per share
for the full year (approximately 28 pence).
07
Executive Chairman's statement
Neil Eckert, Executive Chairman
We are delighted that AM Best recently
revised the outlook of Conduit Re's
Financial Strength Rating to 'positive'
from 'stable.'
The environment was attractive when we
commenced underwriting in 2021 and since
then, the overall rating environment has
continued to be attractive both at an
industry level and within our underwriting
portfolio. We will inevitably see softening
in some sectors as the cycle progresses
and, despite the challenges of wildfire,
I am confident that the team's proactive
approach will manage this by adjusting
our exposures in areas that no longer
match our return criteria, while continuing
to grow in those areas that do.
We have a diverse Board, from a wide
range of backgrounds and experiences
which reflects the diversity that Conduit
embraces throughout the business. The
Board continues to provide valuable
support to Conduit and its management
team. The Board welcomed Stephen
Redmond during 2024, who brings a wealth
of insurance industry experience. Through
his long career he has been a leading figure
in the insurance market and underwriting
community and is a past chairman of The
Institute of London Underwriters.
We were deeply saddened by the death of
Sir Brian Williamson in October, only a few
months after he had stepped down from
the Board. Sir Brian was a founder non-
executive director of Conduit and an
enormous source of both wisdom and good
cheer throughout his time with us and he
will be sorely missed.
Conduit is a thriving environment,
and we pride ourselves on having a flat
management structure with all staff having
daily access to members of the senior
executive team. Conduit’s growth and
success has been driven by its excellent
team, led by Trevor, and we continued to
add to our talent pool in 2024, with notable
hires across the business. Our corporate
values and work ethic, in my opinion, make
Conduit a great place to be across all our
functional divisions.
We aspire to the values expected by
our shareholders, especially as they relate
to sustainability and once again, the
leadership displayed in the organisation of
our charitable events has been outstanding.
I would like to thank the ESG committee
and the Board for their oversight and
ensuring that these values are deeply
embedded across all areas of our business.
In summary, 2024 was another year of
strong growth and positive progress for
Conduit. In the face of the elevated industry
claims activity, we produced solid results
founded on our robust business model and
our balanced underwriting strategy.
In closing, I would like to thank Trevor
and the entire Conduit team for their hard
work and dedication to making Conduit
a stronger organisation every day. To
our brokers and client partners, thank
you for your continued support. Finally,
to our shareholders, thank you for your
engagement and interest in the company.
In 2024, our team
continued to execute on
our growth strategy with
gross premiums written of
$1.16 billion, and increasing
year on year by 24.8%.
In a year when the industry
experienced elevated levels
and frequency of natural
catastrophe losses across
multiple sectors and
geographies, we delivered
comprehensive income
of $125.6 million and an
RoE of 12.7%.
Neil Eckert
Executive Chairman
26 February 2025
08
Executive Chairman's Statement
Focused
on our
results
I N T E R V I E W
W I T H O U R C E O
Conduit continued to
make meaningful progress
during 2024. Our capital
base remains strong, giving
us continued capacity
to achieve our goals.
Introduction
Conduit continued to make meaningful
progress during 2024. Our core
underwriting strategy remained unchanged
and enabled us to grow our portfolio
meaningfully with gross premiums written
increasing by 24.8% and net reinsurance
revenue by 29.4%.
This growth was achieved while maintaining
our commitment to a diversified and
balanced portfolio. Our capital base remains
strong, giving us continued capacity to
achieve our goals.
Overall pricing conditions remained stable
throughout the year, with some variability
by class, but in total, at attractive levels
to generate meaningful returns.
The business continued to scale, reaching
$1,162.4 million in gross premiums written
annually and $3.1 billion in total since our
inception for the 2021 underwriting year,
with this growth coming from our approach
to deploy our capacity actively into classes
with the optimum risk and return profiles.
We all work closely together and this
creates a highly collaborative, agile and
informed team that can quickly execute on
both general management matters but also
the ever-evolving underwriting and risk
selection environment. We believe that this
close alignment of senior management
allows us to manage the business evolution
and our underwriting portfolio across the
cycles as they develop.
Our multi-line approach gives us a broad
view of the market. We see opportunities
across classes and quota share and excess
of loss structures, allowing us to select the
risks and clients we support carefully
while managing our exposures proactively,
with diversification across classes and
non-catastrophe / catastrophe exposures.
As a rated carrier we continue to be
a valued partner for our clients.
2024 performance
Conduit's financial performance in 2024
was characterised by strong premium
growth and contributions from the
investment portfolio. Our gross premiums
written grew by 24.8% to $1,162.4 million in
2024. We achieved a discounted combined
ratio of 86.0% and reinsurance service
result of $131.6 million. This underwriting
performance, along with a solid investment
contribution, resulted in comprehensive
income of $125.6 million or $0.80 per share
for 2024 – a reasonable outcome in a year
of heightened loss activity from both
natural catastrophes and man-made events.
Our growth since inception has been
deliberate. We have created a diverse
business profile by selecting what we
believe to be the most attractive risks
available to us across the classes we
participate in. The portfolio has continued
to gain scale, but with varying growth
rates by division as we have focused our
capacity and resources on areas with
the highest expected returns.
09
CEO's Report
Trevor Carvey, CEO
Growth in premiums was driven by the
property and specialty divisions during
2024. We have seen strong pricing and
increased demand in these divisions, driven
by persistent inflation and loss activity.
Our casualty division experienced modest
growth, as we remain patient for more
robust pricing conditions. The California
Wildfire losses are significant for the
industry and indeed for Conduit. However
overall I believe that the portfolio has
maintained a good balance which leaves
us well-positioned in the market.
We ended 2024 by delivering RoE of 12.7%
for the year. Conduit’s TNAVS increased
from $6.25 as at 31 December 2023 to
$6.70 as at 31 December 2024, after
providing shareholders with $0.36 per
share in dividends during the year.
Reinsurance market conditions
2024 was an active year for natural and
man-made catastrophe events, which
included US land-falling hurricanes, as
well as other climate-related perils such as
severe convective storms, hail, flooding and
wildfires across the globe. Man-made losses
were also meaningful during 2024, such
as the collapse of the Baltimore bridge
and civil unrest in certain regions of the
world. Early in the year, the US hurricane
season was predicted to be above average
by various forecasters, and it proved to be
a very active season with meaningful losses
for the industry, despite Hurricane Milton
taking a less impactful track than initially
projected. While insured losses from natural
catastrophes have trended higher over
time, each set of events has a different
impact on local regions and the insurers
and reinsurers that provide coverage.
For example, Canada had a particularly
damaging year in 2024, suffering from their
largest individual catastrophe event and
largest aggregate insured catastrophe
losses on record.
These events have served as a reminder
to the industry to remain disciplined in
pricing to ensure an adequate return
for shareholders, and generally we have
continued to observe rational behaviour
in the market after multiple years of
compounding rate increases.
During 2024, prices in our markets
remained elevated with tight terms and
conditions across most classes. Overall,
we achieved 1% risk-adjusted rate increases
for the year, with some classes showing
more strength than others. Our property
and specialty divisions have continued to
experience the strongest pricing conditions,
with risk-adjusted rate increases of 3% and
1%, respectively during 2024. The events
of 2024, and the impact of the California
Wildfires in 2025, along with continued
strong demand from the market for
capacity, suggests that prices should
remain at attractive levels for 2025
presenting favourable risk/return dynamics
for our portfolio. Another factor supporting
the rating environment in 2024 was the
lack of significant capacity entering the
market, aside from retained earnings
generated by the industry over the last
couple of years. Alternative capital and
insurance linked securities ("ILS") have
generated good returns for their investors
and grown as well in 2024, although at
a more modest pace than traditional
balance sheets. That said, as a ground-up,
predominantly quota share underwriter,
it is difficult for many alternative capital
sources to enter our space.
Growth of our specialty division has been
a key focus for our team. It has been our
fastest growing division over the last two
years, more than doubling in scale. The
diverse set of underlying specialty sub-
classes add non-correlated risk to our
portfolio (that is less exposed to natural
catastrophes). Specialty is a broad market
where pricing varies by class. With elevated
loss activity in certain classes during 2024,
such as marine liability, we expect pricing
to respond favourably. Conduit has a
clearly defined appetite within specialty,
and we saw a healthy flow of new business
opportunities as we continued to expand
our book.
Moving on to casualty, pricing has been
slow to respond to persistent economic
and social inflation in our view. Legacy
reserve issues continue to be in focus
as the industry has struggled to capture
fully the changes in the casualty risk
environment. Risk selection is paramount
in casualty, and we believe we have
supported strong cross-cycle managers
that are exhibiting prudence in a
challenging environment. Certain casualty
classes demonstrated re-acceleration of
rate increases for primary insurers as 2024
progressed, and we are paying close
attention to how our cedant partners adjust
rates, terms and attachments. We expect
the reinsurance market to show discipline
as well and potentially push for additional
rate in 2025.
Capital management
Conduit benefits from a strong balance
sheet with no debt leverage, a relatively
conservative investment portfolio and no
exposure to pre-2021 underwriting years,
providing significant capital flexibility
as we trade forward. We have continued
to deploy our capacity into strong
market conditions in a deliberate manner,
creating a portfolio that benefits from
diversification of exposures. We view the
current environment as attractive and will
continue to deploy capacity but also
recognise that we have several tools
at our disposal to manage capital for
the benefit of shareholders.
Over the last two years, we have nearly
doubled our premium base. We have also
paid an attractive dividend to shareholders.
Conduit's shareholders' equity was $1.05
billion as at 31 December 2024, and AM
Best recently affirmed its (A-) Excellent
financial strength rating and revised the
ratings outlook to "positive" from "stable"
with a "very strong" balance sheet. At
31 December 2024 Conduit Re's estimated
Bermuda Solvency Capital Requirement
10
CEO's Report continued
(BSCR) coverage ratio was 269% compared
with 381% as at 31 December 2023. This is
well within our expectations as we continue
to grow and deploy our capital, and we
plan to maintain our target BSCR solvency
range of 200% to 300% over our planning
horizon.
Investments
Our investment strategy remained
consistent throughout 2024, with a focus
on capital preservation and liquidity to
support our underwriting operations.
We expect to continue to invest our cash
flow in a broadly similar manner to maintain
our high average credit ratings in the
investment portfolio (AA as at 31 December
2024 and 2023). The investment
portfolio’s duration is similarly positioned
conservatively (2.5 years as at 31 December
2024) and within a reasonable range of
our liabilities.
The investment portfolio made a significant
contribution to our results in 2024 with
a total investment return of $66.1 million.
We benefited from growing investment
leverage and a higher book yield on the
portfolio of 4.1% (31 December 2023:
3.7%). Our cash and investments as at
31 December 2024 were $1.8 billion versus
$1.4 billion as at 31 December 2023, or an
increase of 26.0%.
Total investment return in 2024 was
4.0%, reflecting a generally higher-yielding
portfolio. While total return was down
from 5.8% in 2023, the higher portfolio
book yield and investment leverage
produced net investment income of $65.0
million in 2024, a 57.4% increase over 2023.
This positions us well for strong recurring
earnings contributions from investments
over the medium-term.
People & ESG
Conduit was founded on a commitment
to being a responsible business and that
commitment is embedded in our culture.
It determines how we engage with our
employees and the community, as we seek
to attract and retain the very best talent
and to be an employer of choice. We
also engage proactively with other key
stakeholders, including our shareholders,
to understand their ESG priorities and
receive feedback on our own approach.
The Conduit team continued to grow
during 2024, as we added support roles
and made senior hires in various functional
groups. At 31 December 2024 we had
65 employees, up from 59 employees at
31 December 2023. Our focus has been on
building a team with a diverse background
of technical skills and knowledge, as well
as strong character and values. Working
together, the Conduit team has achieved
meaningful progress for the organisation
over the last year.
We are committed to attracting and
retaining talented employees and this
is a key focus of the leadership team.
We aim to create an environment that
offers employees a rewarding experience
to be challenged, share ideas and develop
skills that will provide opportunities for
career development. We regularly engage
with employees through surveys and
'town hall' meetings and we encourage
staff to share feedback on ways to improve
Conduit for the future.
Outlook
We remain encouraged by the outlook for
Conduit. Our multi-line platform is well
suited for this market, allowing us to be
nimble around changes in the environment
on a class-by-class basis. As we enter the
next phase of the market cycle, we expect
pricing to be more idiosyncratic – the tide
is not lifting all boats. Our coordinated
functional groups, separated by only a few
metres rather than offices or even time
zones, are highly collaborative and can
execute quickly or make adjustments to
the inwards and outwards portfolio.
Overall, we view the market as being in
a very healthy place for 2025 and we are
excited by the opportunities while having
plenty of headroom to deploy our capacity.
While pricing has generally stabilised, this
comes after several years of compounding
rate increases and we expect to continue
to find profitable growth opportunities.
The industry appears broadly to be acting
in a disciplined manner, as the loss events
of 2024 serve as a reminder that fortunes
can change quickly.
In closing, I would like to say to my
colleagues, together we have built an
enduring culture that welcomes sharing
of ideas and information to meet our goals.
I wish to thank you for your continued
commitment to Conduit.
To our client partners and brokers, with
whom we engage daily, thank you for your
continued support. We look forward to
expanding and deepening our relationships
for our mutual benefit as we head into 2025.
And finally, to our shareholders, we thank
you for your engagement, feedback and
support as we continue to focus on the
growth and continuing development of
Conduit. While we are always learning from
the past, we are squarely focused on the
future and generating returns for our
shareholders. I am pleased with how the
business is performing and I believe we are
well positioned to deliver on our objectives.
Trevor Carvey
Chief Executive Officer
26 February 2025
11
CEO's Report continued
Our underwriting team
continues to work closely
with actuarial and risk
colleagues to identify and
select the best risks for our
portfolio across each of
our divisions.
Underwriting approach
Our underwriting principles have been
consistent since Conduit’s inception. We
apply an analytical, data-driven approach
to understanding risk and the partners
we support. The client data shared with
us is key to how we build our view of the
market and the underwriting decisions
that we make to construct and balance
our portfolio. Our forensic approach is
designed to spot early trends and markers
in underwriting and pricing cycles as
they emerge.
The diversification and balance within
our portfolio are functions of our broad
appetite and the opportunities we see
in the market, where our underwriting
decisions are driven by the expected
contract-by-contract risk-adjusted returns
rather than pre-set targets around any one
particular product or geography. As our
view of classes and structures change,
we will adjust the shape of our portfolio
to deploy our capital effectively. Our
ability to do this is enhanced by our entire
underwriting team sitting in one location.
Speed of response is essential to our
success, and we aim to be sustainable
partners with our chosen clients
and brokers.
We continue to see a good flow of new
business opportunities, while our renewal
portfolio also continues to grow. Clients
prefer to work with reinsurers who
can offer solutions across the product
spectrum, and we have seen an expansion
in cross-class relationships as we look
to continue to deepen and broaden
our relationships.
Underwriting performance
We reported strong growth in our
property and specialty divisions where we
identified profitable margin opportunities.
Our casualty division grew at a slower pace
in 2024 as the team continued careful
selection of both renewal transactions and
new business opportunities. In casualty,
selecting the right partners over the cycle
is extremely important. We continued
to support cedants who, in our view,
demonstrated leadership and control of
their underwriting and business generally.
12
CUO's Report
Gregory Roberts, CUO
l Property: 606.3m
l Casualty: 297.6
l Specialty: 258.5
Gross premiums written
$1,162.4m
(2023: $931.4m)
Gross premiums written ($m)
The momentum in our risk-adjusted rate
change metrics slowed during 2024.
Our data shows that the rates we achieved
were broadly stable net of inflation,
which is a key benchmark for us.
During the year the industry experienced
a higher frequency of catastrophe loss
events, with insured natural catastrophe
losses estimated to have exceeded
$140 billion. The events included US land-
falling hurricanes as well as many other
climate-related events globally. Attachment
points for excess of loss reinsurance have
increased over the last few years, meaning
that a significant proportion of these loss
events were retained by primary insurers.
As a result, as a predominantly ground-up
quota share reinsurer, our exposure was
similar to a primary insurer. In addition
to these losses, we experienced an
accumulated exposure to several smaller
and mid-sized natural catastrophe and
risk losses during 2024.
The second half of 2024 included
Hurricanes Helene and Milton, where we
recorded an undiscounted net loss, after
reinsurance and reinstatement premiums,
of $68.0 million.
As our business has grown, we adjusted
the levels of outwards protection while
continuing to partner with a broad panel
of reinsurers who demonstrate a solid
understanding of how we build and
manage risk in the portfolio. During the
year we also continued to benefit from the
Stabilitas Re retrocession cover (obtained
as part of Conduit Re’s sponsorship of
Stabilitas Re’s catastrophe bond issuance)
which complemented our core natural
catastrophe protections placed primarily
at 1 January.
13
CUO's Report continued
55
76
193
125
94
122
153
151
118
145
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Data: Aon Catastrophe Insight.
Global insured losses from natural disasters ($bn)
Property
In Property, gross premiums written
for the year ended 31 December 2024
were $606.3 million (31 December 2023:
$468.3 million), an increase of 29.5%
over the prior year. Our risk-adjusted rate
change in 2024 in our property division,
net of claims inflation, was 3% (2023: 30%).
During 2024, we observed more
competition in property markets than
in 2023, but we were still able to generate
strong growth in our portfolio. Since the
inception of Conduit we have recognised
the relative attractiveness of supporting
the US non-admitted market on a quota
share basis and we have established a
strong footprint in this market segment
which has continued to be an excellent
source of our profitable growth. The
US non-admitted market has shown
generally good pricing behaviour and
continues to gain market share over the
admitted carriers who have been seeking
to introduce improvements to their
business.
Renewal pricing in our property division
was relatively stable during 2024 with
rates remaining at attractive levels. While
the proportional business did experience
a modest increase in ceding commissions
during the year, our focus remained on
the expected combined ratio year on
year, on a contract by contract basis.
Despite predictions of an active hurricane
season, there was noticeable increased
capacity for reinsurers to take on US
hurricane risk in 2024 with nationwide
excess of loss business being priced
more competitively than pure regional
contracts. In Europe given relative pricing
we have been deliberately underweight
in our exposure through 2024, but given
another active year for loss activity
there we remain alert to any well-priced
European opportunities as we look ahead
to 2025.
14
CUO's Report continued
l US 52%
l Worldwide 33%
l Europe 8%
l Other 7%
176.9
288.1
468.3
606.3
2021
2022
2023
2024
100%
107%
139%
143%
2021
2022
2023
2024
In numbers...
Gross premiums written ($m)*
Geographic breakdown
Risk-adjusted rate change
* Gross premiums written now exclude reinstatement premiums to ensure consistency with
the IFRS 17 view of revenue. 2021 in the graphs above, disclosed under IFRS 4, are also shown
excluding reinstatement premiums for consistency.
129.2
236.7
276.7
297.6
2021
2022
2023
2024
Casualty
In Casualty, gross premiums written
for the year ended 31 December 2024
were $297.6 million (31 December 2023:
$276.7 million), an increase of 7.6% over
the prior year. Our risk-adjusted rate
change in 2024 in our casualty division,
net of claims inflation, was (1)% (2023:
0%). Pricing conditions in casualty
remained very differentiated by class
during 2024 and we would note that our
main class general liability consistently
experienced rate improvement in excess
of inflation. We noted that rates in a
number of other classes of casualty, such
as commercial and financial institutions
directors & officers liability, were under
pressure for much of the year.
Under these conditions, we underwrote
our way carefully through the casualty
market and premiums came in below
our initial expectation for the year as
we non-renewed or optimised shares
on certain treaties. The team saw several
new business opportunities and were
prepared to support those at acceptable
terms and prices.
Our focus in casualty remains very much
to analyse the ground-up underwriting
actions of our partners and validate
their behaviours. This includes carefully
reviewing cedant approach around limits
and attachment points through ongoing
review of policy bordereaux and other
data. In this way our focus is to always
support and develop our position
with casualty partners who clearly
demonstrate an ability to navigate
various phases of the cycle.
15
CUO's Report continued
In numbers...
Gross premiums written ($m)*
Class of business breakdown
Risk-adjusted rate change
* Gross premiums written now exclude reinstatement premiums to ensure consistency with
the IFRS 17 view of revenue. 2021 in the graphs above, disclosed under IFRS 4, are also shown
excluding reinstatement premiums for consistency.
l General third-
party liability 65%
l Professional
liability / financial
institutions 28%
l Auto liability 1%
l Other 6%
100%
101%
101%
100%
2021
2022
2023
2024
Specialty
In Specialty, gross premiums written
for the year ended 31 December 2024
were $258.5 million (31 December 2023:
$186.4 million), an increase of 38.7% over
the prior year. Our risk-adjusted rate
change in 2024 in our specialty division,
net of claims inflation, was 1% (2023: 9%).
We experienced strong growth in
our specialty business in 2024 while
remaining focused on target classes
and in regions where we believe the
underlying insurance dynamics are
positive and in a stable environment.
Our specialty portfolio features
complementary exposures to our
property and casualty divisions, with
limited natural catastrophe exposure.
The specialty insurance market is very
broad in nature and covers a wide range
of classes and in this respect we remain
very focused on those specialty classes
that we believe present the clearer
opportunities for longer term profitability
and transparent risk management. In
some classes our decline rate remains
relatively high. Contract wordings and
structuring remain a key part in our
overall specialty underwriting approach.
Across the industry in 2024, specialty
classes continued to attract new
participants as the market looked to
grow in non-correlating lines of business.
This has put pressure on some niche lines,
but overall, the market remains healthy.
Whole account business, where we
reinsure a broad range of pre-agreed
classes, saw an increase in 2024. This
continues to bring good diversification
within the portfolio while enabling us to
effectively manage any additional natural
catastrophe exposure.
The collapse of the Baltimore bridge
in 2024 will potentially cause the marine
liability class one of the largest claims
on record and the market may well see
a positive risk-adjusted rate response
in that class in 2025.
16
CUO's Report continued
66.4
97.7
186.4
258.5
2021
2022
2023
2024
l Multi-line 25%
l Energy and
Power 25%
l Marine 21%
l Construction and
Engineering 15%
l Aviation 3%
l Cyber 3%
l Other 8%
100%
102%
111%
112%
2021
2022
2023
2024
In numbers...
Gross premiums written ($m)*
Class of business breakdown
Risk-adjusted rate change
* Gross premiums written now exclude reinstatement premiums to ensure consistency with
the IFRS 17 view of revenue. 2021 in the graphs above, disclosed under IFRS 4, are also shown
excluding reinstatement premiums for consistency.
Looking ahead
As we look forward to 2025, Conduit is
well positioned, and the technical strengths
of our team see us ready to adapt to the
changing market environment. We have
built a strong business where underwriting
discipline and cycle management are core
to our philosophy, and our data-driven
analytical approach supports the
construction and development of our
multi-line portfolio.
We are entering a period where pricing
trends are likely to be less uniform across
classes but we recognise that demand for
reinsurance is supported by both elevated
loss activity and continued growth in
insured exposures. We believe our capacity
is valued in the market and we look forward
to the opportunities that 2025 will bring.
Gregory Roberts
Chief Underwriting Officer
26 February 2025
17
CUO's Report continued
Despite the activity in 2024,
as we are now in our
fourth year of underwriting,
we have a much greater
ability to absorb loss events,
whether those are driven
by frequency or severity.
Throughout 2024 we continued to deploy
our capital and to grow our premium base.
Our gross premiums written broke through
the billion dollar barrier to $1,162.4 million
compared with $931.4 million for 2023.
Gross premiums written since Conduit
started writing business in 2021 now exceed
$3.1 billion. Pricing remains favourable
across most of the classes of business we
underwrite, and we expect the elevated
loss activity in the year to underpin
continued pricing strength.
As has been noted in other statements,
2024 was another active year in terms
of industry losses, with insured natural
catastrophe losses in excess of $140 billion
currently being estimated, in addition to a
number of risk losses adding to the overall
tally for the year. Despite the activity in
2024, as we are now in our fourth year
of underwriting, we have a much greater
ability to absorb loss events, whether those
are driven by frequency or severity. The
losses resulted from a broad mix of events
– several smaller and mid-sized natural
catastrophe and risk loss events as well
as more significant ones, such as Hurricane
Milton making landfall in Florida in October.
As a predominantly quota share underwriter,
Conduit picked up its fair share of those
losses. Across Hurricanes Helene and
Milton, we recorded an undiscounted net
loss, after reinsurance and reinstatement
premiums, of $68.0 million. That had a 9.4%
impact on our undiscounted combined
ratio. On an undiscounted basis, our loss
ratio for 2024 was 84.4% and our combined
ratio was 97.1%. That compares with the
prior year's undiscounted loss and
combined ratios of 68.0% and 81.9%,
respectively, which reflected a more
favourable loss pattern despite 2023 also
being an active year for industry losses. Our
reinsurance service result was $131.6 million,
compared with $183.6 million in 2023, and
our RoE was 12.7% compared with 22.0%
in 2023. Our cross-cycle target remains to
produce a mid-teens RoE, acknowledging
that we will have some years with higher
returns than that mid-point, and some
years with lower returns.
On the investment side, we produced an
investment return of 4.0% compared with
5.8% in the prior year. While we have a
total return view of performance, 2024’s
investment return reflects a higher-yielding
portfolio with higher net investment income
in addition to growing the assets under
management and our investment leverage.
Book and market yield at year-end were
4.1% and 4.8%, respectively, versus 3.7%
and 5.1% for the prior year-end. There
was a significant reduction in yields and
narrowing of credit spreads during the
latter part of 2023 which drove higher
mark to market unrealised gains than in
2024, which conversely saw an increase
in yields towards the end of the year.
In terms of strategy, we have maintained
a short-duration, highly liquid, high-
quality investment portfolio, with our
primary investment aim being capital
preservation and liquidity to support
our underwriting activities.
Our reinsurance finance expense was
$30.8 million compared with $32.8 million
for the prior year. Net interest accretion
increased to $37.6 million versus $26.0
million in the prior year as our reserve
balances continued to grow and therefore
produce more discount to unwind.
Revaluing reserves to current rates at
the end of the year produced an income
of $6.8 million in 2024 to offset the net
interest accretion versus an expense
of the same amount for 2023, reflecting
movements in yields.
Operating expenses have increased in
dollar terms as we continue to recruit talent
to the business, but the ratio is reducing
in line with expectations as our earnings
base matures.
Lastly, as we continue to grow our book
with balance in mind, we have more than
enough capital to execute our plans and we
have once again declared a final dividend
of $0.18 per share, which will be paid in
April 2025.
Elaine Whelan
Chief Financial Officer
26 February 2025
18
CFO's Report
•
Elaine Whelan, CFO
Premiums
Gross premiums written
For the year ended 31 December:
Segment
2024
$m
2023
$m
Change
$m
Change
%
Property
606.3
468.3
138.0
29.5%
Casualty
297.6
276.7
20.9
7.6%
Specialty
258.5
186.4
72.1
38.7%
Total
1,162.4
931.4
231.0
24.8%
During 2024, our three segments delivered growth in gross premiums written and Conduit
Re experienced an increasing number of opportunities to deploy its capital into the segments
and products that it targets. The non-catastrophe elements of both Property and Specialty
in particular provided good opportunities for selective growth throughout the year.
Pricing
Pricing levels and terms and conditions continued to be very attractive in 2024 with a
moderate increase of 1% in overall risk-adjusted rate change, net of claims inflation, against
a backdrop of historically high rates.
Risk-adjusted rate change by segment:
Property
Casualty
Specialty
3%
(1)%
1%
Net reinsurance revenue
Year ended 31 December 2024
Property
$m
Casualty
$m
Specialty
$m
Total
$m
Reinsurance revenue
437.8
201.8
174.1
813.7
Ceded reinsurance expenses
(81.7)
(1.4)
(10.6)
(93.7)
Net reinsurance revenue
356.1
200.4
163.5
720.0
Year ended 31 December 2023
Property
$m
Casualty
$m
Specialty
$m
Total
$m
Reinsurance revenue
345.2
171.8
116.0
633.0
Ceded reinsurance expenses
(66.9)
(1.3)
(8.5)
(76.7)
Net reinsurance revenue
278.3
170.5
107.5
556.3
Reinsurance revenue for the year ended 31 December 2024 was $813.7 million compared
to $633.0 million for 2023. The increase in reinsurance revenue relative to the prior year
was due to continued growth in the business plus the earn-out of premiums from prior
underwriting years.
Ceded reinsurance expenses for the year ended 31 December 2024 were $93.7 million
compared to $76.7 million for 2023. The increase in cost relative to the prior year reflected
additional limits purchased due to the growth of the inwards portfolio exposures plus price
increases on renewals.
19
Business Review – Finance
•
Net reinsurance service expenses
Year ended 31 December 2024
Property
$m
Casualty
$m
Specialty
$m
Total
$m
Reinsurance losses and loss-
related amounts
(256.3)
(146.2)
(128.4)
(530.9)
Reinsurance operating expenses
(38.1)
(13.1)
(9.3)
(60.5)
Ceded reinsurance recoveries
(0.4)
–
3.4
3.0
Net reinsurance service expenses
(294.8)
(159.3)
(134.3)
(588.4)
Year ended 31 December 2023
Property
$m
Casualty
$m
Specialty
$m
Total
$m
Reinsurance losses and loss-
related amounts
(136.5)
(120.7)
(70.8)
(328.0)
Reinsurance operating expenses
(30.4)
(11.9)
(6.7)
(49.0)
Ceded reinsurance recoveries
4.6
0.2
(0.5)
4.3
Net reinsurance service expenses
(162.3)
(132.4)
(78.0)
(372.7)
Net reinsurance losses and loss related amounts
2024 was another above average year of loss activity for the industry. Hurricanes Helene
and Milton made landfall in the United States, and there was also elevated activity across
smaller and mid-size natural catastrophe and large risk events such as the Baltimore Bridge.
We recorded an undiscounted net loss, after reinsurance and reinstatement premiums, of
$68.0 million related to Hurricanes Helene and Milton. These two events contributed 9.4%
to our undiscounted loss ratio for 2024.
Our loss and reserve estimates have been derived from a combination of reports and
statements from brokers and cedants, modelled loss projections, pricing loss ratio
expectations and reporting patterns, all supplemented with market data and assumptions.
We will continue to review these estimates as more information becomes available.
Our discounted net loss ratio for the year ended 31 December 2024 was 73.3% compared
with 58.2% for the 2023 year, while our undiscounted net loss ratio was 84.4% and
68.0% respectively. The increase for the year ended 31 December 2024 was primarily
related to an increase in net losses related to natural catastrophes and large risk events.
Although 2023 was an active year for natural catastrophes, no major loss event, individually
or in aggregate, had an outsized or material impact on Conduit.
Our undiscounted ultimate loss estimates, net of ceded reinsurance and reinstatement
premiums, for previously reported loss events remained stable. The inherent uncertainty
in estimating the net liability for incurred claims gives rise to favourable or adverse
development. During the year ended 31 December 2024 the favourable development in
the discounted net liability for incurred claims for prior accident years was $4.3 million
(31 December 2023: $3.9 million).
Reinsurance operating expenses and other operating expenses
Year ended 31 December
2024
$m
2023
$m
Change
$m
Change
%
Reinsurance operating expenses
60.5
49.0
11.5
23.5%
Other operating expenses
30.8
28.3
2.5
8.8%
Total expenses
91.3
77.3
14.0
18.1%
Year ended 31 December
2024
%
2023
%
Change
(pps)
Reinsurance operating expense ratio
8.4
8.8
(0.4)
Other operating expense ratio
4.3
5.1
(0.8)
Total reinsurance and other operating
expense ratio
12.7
13.9
(1.2)
Reinsurance operating expenses includes brokerage and operating expenses deemed
attributable to reinsurance contracts.
Total reinsurance and other operating expenses were $91.3 million for the year ended 31
December 2024 compared with $77.3 million for the prior year. The increase is due to
the continued growth of the business and increased headcount. The decrease in the
20
Business Review – Finance
•
reinsurance operating expense ratio and other operating expense ratio was due to the
growth in net reinsurance revenue during the year.
Net reinsurance finance income (expense)
Year ended 31 December
2024
$m
2023
$m
Change
$m
Net interest accretion
(37.6)
(26.0)
(11.6)
Net change in discount rates
6.8
(6.8)
13.6
Net reinsurance finance income (expense)
(30.8)
(32.8)
2.0
The net reinsurance finance expense was $30.8 million for the year ended 31 December
2024 compared with $32.8 million for the prior year. The unwind of discount made up
most of the expense in both years, although there was some income related to the
increase in discount rates in the latter part of 2024 as we re-measured at those higher
rates. The opposite was true for 2023 where discount rates decreased late in the year
resulting in an additional expense.
Investments
We continue to maintain a conservative approach to managing our invested assets,
with a strong emphasis on preserving capital and liquidity.
Our strategy remains maintaining a short-duration, highly-rated portfolio, with due
consideration of the duration of our liabilities. Our portfolio mix shows our conservative
philosophy (more information on the portfolio mix is set out in the charts on page 22
and in the risk disclosures on page 120). Our asset allocation is dictated by our approved
investment guidelines. There are currently no risk assets held in the portfolio. Risk assets
will generally only be considered to diversify and protect the portfolio, and where the
risk-return profiles are appropriate.
We currently have two portfolio categories – short-tail and long-tail – to match our
underwriting categories and the differing obligations associated with different classes
of business across our property, casualty and specialty divisions. Liquidity preferences
are monitored for each.
Conduit’s cash inflows are primarily derived from receipts for fulfilling coverage of
reinsurance contracts, ceded reinsurance recovered from reinsurers and net investment
income, plus the sale and redemption of investments. Cash outflows are primarily the
settlement of losses and loss-related amounts, payments for ceded reinsurance contracts
held, payment of other operating expenses, the purchase of investments and the
distribution of dividends or other forms of capital returns. Excess funds are invested
in the investment portfolio.
As part of our investment strategy, we seek to maintain a level of liquidity that we believe
to be adequate to meet our foreseeable payment obligations. We believe that our liquid
investments and cash flow will provide us with sufficient liquidity to meet our obligations
to settle losses. However, the timing and amounts of actual claims payments vary based
on many factors, including large individual losses, changes in the legal environment and
general market conditions.
Investment performance
The investment return for the year ended 31 December 2024 was 4.0% driven by net
investment income given a generally higher yielding portfolio. For 2023 the portfolio
returned 5.8% driven by net investment income and net unrealised gains on investments
due to a significant reduction in treasury yields and narrowing of credit spreads during the
latter part of 2023.
Net investment income, excluding realised and unrealised gains and losses, was $65.0
million for the year ended 31 December 2024 (31 December 2023: $41.3 million), or an
increase of 57.4%, driven by a higher yielding portfolio and growth in cash and investment
balances year on year. Total investment return, including net investment income, net
realised gains and losses, and net change in unrealised gains and losses, was a gain of
$66.1 million (31 December 2023: $70.6 million).
The breakdown of the managed investment portfolio as at 31 December is as follows:
2024
2023
Fixed maturity securities
85.8%
87.7%
Cash and cash equivalents
14.2%
12.3%
Total
100.0%
100.0%
21
Business Review – Finance
•
Key investment portfolio statistics for our fixed maturities and managed cash as at 31
December were:
2024
2023
Duration
2.5 years
2.4 years
Credit quality
AA
AA
Book yield
4.1%
3.7%
Market yield
4.8%
5.1%
Cash and investments credit ratings for
Cash and investments credit ratings for
managed portfolio 2024
managed portfolio 2023
ESG considerations are incorporated into our individual portfolio investment guidelines.
We believe that, all other things being equal, it is less risky to own securities with strong
ESG ratings. More information about the ESG approach to our investments is contained
in the ESG summary on page 30.
Capital and dividends
Conduit remains well capitalised to achieve its objectives with a legacy-free balance sheet.
Total capital and tangible capital available to Conduit was $1.05 billion as at 31 December
2024 (31 December 2023: $0.99 billion). Further information on capital management is set
out in the risk disclosures on page 137 and in the financing arrangements on page 157.
Tangible net assets per share as at 31 December 2024 was $6.70 or £5.35 (31 December
2023: $6.25 or £4.91). Including dividends, tangible net assets per share increased 12.9%
during 2024.
Shares purchased by Conduit's Employee Benefit Trust (EBT) during 2024 amounted to
$9.4 million (2023: $13.7 million) and will be held in trust to meet future obligations under
Conduit's variable incentive schemes.
Further details of the share repurchase scheme are set out in the Directors’ Report on
page 95 and in note 17 to the consolidated financial statements on page 158.
On 18 February 2025 Conduit’s Board of Directors declared a final dividend of $0.18
(approximately 14 pence) per Common Share, resulting in an aggregate payment of
$29.7 million. The dividend will be paid in pounds sterling on 17 April 2025 to shareholders
of record on 21 March 2025 (the Record Date) using the pound sterling/US dollar spot
exchange rate at 12 noon BST on the Record Date.
Conduit previously declared and paid an interim dividend during 2024 of $0.18
(approximately 14 pence) per Common Share. Consequently, the full 2024 dividend is
$0.36 (approximately 28 pence) per Common Share in line with our stated dividend policy.
Conduit’s dividend policy and information on the final dividend declared in respect of 2024
can be found on page 45.
There is no debt and there are no off-balance sheet forms of capital.
22
Business Review – Finance
•
l AAA 29.5%
l AA+, AA, AA- 41.7%
l A+, A, A- 23.8%
l BBB+, BBB, BBB- 5.0%
l AAA 30.0%
l AA+, AA, AA- 39.8%
l A+, A, A- 22.5%
l BBB+, BBB, BBB-
7.7%
Empowering Future Leaders:
Internships and Scholarships
During the summer of 2024 we were
delighted to have hosted nine interns in
our office. Conduit’s intern programme
is designed to give high-performing
undergraduate students a working
understanding of our business and to ignite
their passion for the reinsurance industry.
Our interns have gained meaningful,
real-world experience while developing
professional and functional skills across
our business functions.
In partnership with the Association of
Bermuda International Companies (ABIC),
the Conduit Foundation selected the
second recipient of its education award for
2024. The award provides three years of
university funding for a student embarking
on their higher education journey. In 2024
the Conduit Foundation was pleased to
announce Chasity Armstrong as the award
recipient. Chasity is a Bermudian student
who completed an associate degree in
Business Administration at the Bermuda
College and is pursuing a Bachelor’s in
Computer Science (Cyber security) at the
University of Kent. As part of the award,
I have been assigned as a mentor to
Chasity, to help guide her through her
studies and provide advice on attaining her
future career goals. In selecting its award
recipient, the Conduit Foundation sought
a candidate who not only met the
Foundation's educational criteria but who
was also engaged with the local community
and understood the importance of ESG. In
addition to offering the Conduit Foundation
education award, Chasity will be given the
opportunity to join Conduit as an intern in
the summer of 2025.
Stuart Quinlan
Chief Operating Officer and
Deputy Chief Executive Officer
Conduit’s intern programme is designed
to give high-performing undergraduate students
a working understanding of our business and to
ignite their passion for the reinsurance industry.
23
Case Study
•
In 2024 we have moved
into our target capitalisation
range, reflecting our
increasing maturity.
The challenge and opportunity of
an increasingly volatile environment
Last year, I highlighted geopolitical risks
and the increasing prominence of artificial
intelligence as key factors in the risk
landscape, and I see that very much
continuing in the period ahead.
Devastating natural catastrophes have
also been front of mind, with the delta
between the tragic human cost of events
and the associated industry-insured loss
demonstrating the protection gap only
too vividly. More positively, events have
also demonstrated that improved building
standards and legal reforms are having
a positive impact.
We live in a more volatile world, both
natural and economic, than recent
generations providing both a challenge and
opportunity for the risk-sharing industry.
At Conduit, we seek to increase our own
relevance within the reinsurance markets
through continued growth in areas where
our cedants provide transparent data
that helps us assess the risks as if we
were primary insurers, while remaining
focused on further increasing our level of
diversification through careful management
of aggregations and accumulations.
Careful management of accumulations
Our approach remains one of seeking
to limit aggregations within and across
each line of business. While we do not
consider ourselves a heavily natural
catastrophe focused reinsurer, our largest
accumulations, at the published return
periods, remain those associated with such
events, notably Florida windstorms and
California earthquakes.
Our net tolerances for 2025 are increasing
to $110 million from $95 million on a 1 in 100
basis and to $160 million from $133 million
on a 1 in 250 basis. As in previous years,
these tolerances are calibrated to a 1 July
viewpoint, for a first occurrence, and
may change.
Having increased our net modelled natural
catastrophe exposure year on year since
launch, as we grew into our balance sheet,
our general expectation is that further
increases will be aligned to balance sheet
growth. That said, changes in market
opportunity may vary this position.
Important role of outwards reinsurance
Outwards reinsurance is the mechanism
by which we protect the balance sheet
from outsized insurance loss events,
notably earthquakes and named storms.
It also helps us be increasingly significant
business partners to our cedants,
leveraging reinsurance to link risk and
capital in ways that allow us to support
our cedants on a broader basis than we
otherwise would.
In 2023 we sponsored our first catastrophe
bond, Stabilitas Re, with the resulting
retrocession cover providing protection
over a three-year period, and we continue
to explore opportunities for complementary
transactions to match risk to capital,
whether with traditional reinsurers or
through third-party capital vehicles.
Regardless of the form or purpose of
reinsurance, we seek to limit our credit
risk through careful consideration of
the counterparty, with all reinsurance
counterparties approved by the
Counterparty Security Committee.
Our core reinsurance protection is intended
to protect our balance sheet from large
catastrophe events. Beyond these perils,
we also buy reinsurance to protect against
casualty clash and specialty accumulations.
Capital
While modelled catastrophe exposure, and
the associated reinsurance, is a factor in our
capital requirements1, it has a relatively low
impact in comparison to premium risk and
reserve risk. Our estimated BSCR coverage
ratio at 31 December 2024 is 269%, down
from 381% at 31 December 2023 as we have
continued to deploy our balance sheet
toward our stated target range of a BSCR
24
Enterprise Risk Management Report
Andrew Smith, CRO
1.
All references to capital requirements, both regulatory and rating agency, refer to Conduit Reinsurance Limited (CRL) only as Conduit Holdings Limited (CHL)
is a pure holding company.
coverage ratio of between 200% and
300%, which we are now within.
The decrease in coverage ratio is mainly
driven by increased premium and
reserve risks which are offset in part
by retained earnings.
There are multiple measures of capital
requirements with many variables and
alternate views. The BSCR is the public
metric we comment on, while rating agency
and internal views are also considered in
our internal assessment.
The current business plan anticipates that
retained earnings will start to outpace
increasing BSCR capital requirements
within our three- to five-year business
planning horizon. During that horizon
we also expect the BSCR to replace the
minimum solvency margin (MSM) as our
regulatory capital requirement. Currently
our MSM coverage ratio is 211% down from
269% at 31 December 2023. The MSM is less
of a focus for us as it is a simple measure
which can immediately be controlled by
reducing the amount of business written or
by buying more reinsurance, whereas the
BSCR is a more complex risk-based model
with many variables and therefore more
aligned with our view of risk.
To give an indication of capital strength,
the current excess of available capital over
BSCR capital remains more than twice our
modelled target 1 in 250 net probable
maximum loss (PML) across the planning
horizon. Our BSCR coverage ratio, as
intended, positions us very much in the
pack in comparison with other Class 4
Bermuda (re)insurers.
Risk profile
Conduit's risk profile, despite the volatility
in the outside world, remains relatively
stable with the increasing scale of the
business counterbalancing some of the
volatility.
Underwriting risk remains the risk that we
seek and is our primary risk. Our toolset in
this regard remains strong, with selective
recruitment to strengthen further our team
and capitalise on the market opportunity.
Freedom from legacy constraints and
Conduit Re's relative organisational
simplicity remain key differentiators.
Our investment risk philosophy remains
unchanged and delivers lower volatility
than we see reported by some peers,
against the backdrop of inflationary factors
that reduced during 2024.
Operationally, we continue to invest and
benefit from a technology strategy that
allows us to make quick and decisive
action when needed. In preparation for
the January 2024 renewals we replaced
our policy administration system having
discovered that an alternate system better
fits our ambitions to leverage technology
more effectively.
Regulatory change, having been quite
limited in recent years, has increased to
a more moderate pace as Bermuda seeks
to remain in line with global standards.
The direct impact on Conduit Re is limited.
Similarly, Bermuda has implemented
legislation to bring in a Corporate Income
Tax from January 2025. However Conduit
does not meet the criteria to be in scope
for this tax and does not expect to be in
scope over our current planning horizon.
Beyond my role as Chief Risk Officer
(CRO), I also have responsibility for
sustainability and very much see the
roles as interconnected. Acting responsibly
is core to how Conduit Re operates and
helps us manage our risk. The sustainability
choices we make are part of our view of
risk and support our business objectives.
This was validated through questions
included in our 2024 staff survey regarding
culture and risk.
Risk governance
The Board is required under The UK
Corporate Governance Code ('The UK
Code') to establish procedures to manage
risk, oversee the internal control framework,
and determine the nature and extent of
the principal risks that Conduit is willing to
accept in the context of achieving its long-
term strategic objectives. To this end,
the Board is supported by the CHL Audit
Committee and the CRL Board and
committees, most notably the CRL Risk,
Capital and Compliance Committee.
The Board prescribes risk preferences that
guide the CRL Board and committees as
they establish risk appetite and tolerance
statements. The Board also monitors the
effectiveness of the overall enterprise
risk management framework, leveraging
the work undertaken by the CRL Board
and committees.
CHL Directors are invited to attend CRL
Board and committee meetings and are
provided with the associated materials and
minutes. In addition, four CHL Independent
Non-Executive Directors also serve as
Directors on the CRL Board.
Conduit operates under a ‘three lines of
defence’ risk management model, with the
CRO reporting directly to the CRL Board’s
Risk, Capital and Compliance Committee.
This reporting includes regular reporting of
compliance with risk appetite and tolerance
25
Enterprise Risk Management Report continued
statements, emerging risks, risk event
reports, key risk indicators and the solvency
self-assessment. Membership of this
committee includes Directors who also
serve on the boards of both CHL and CRL.
The risk function provides independent
challenge and oversight of the
identification, measurement, management
and monitoring of risk by the first line of
defence, supporting the CRL Risk, Capital
and Compliance Committee and the
CHL Board.
Day-to-day oversight of the management
of risk by the first line of defence and the
independent challenge provided by the
second line is supported by the CEO and
the Executive Committee.
Outputs from other second line of defence
functions (compliance and actuarial) and
from the third line (internal audit, external
audit and the independent Loss Reserve
Specialist) are fed back into the overall
risk assessment. Regular meetings take
place between the second-line functions
and Internal Audit. Outputs from all such
functions may be used, where appropriate,
to support independent validation, alongside
the risk function’s own reports and those
of other independent third parties.
Conclusion
From a risk perspective, our increasing
market significance continues to build
our level of diversification, while a strong
renewing book provides the operational
capacity to evaluate new opportunities
to build corporate value.
Andrew Smith
Chief Risk Officer
26 February 2025
26
Enterprise Risk Management Report continued
Overall –
capital adequacy
Low
We maintain capital to support a minimum rating of A-
by AM Best and to provide a surplus over the regulatory
enhanced capital requirement of twice that prescribed as
an early warning buffer by the Bermuda Monetary Authority
(BMA).
After a period of initial capital deployment, we are now operating within our
target capital range, all be it at the upper end of the range. This increases the
importance of capital management to support continued growth. Our target
level of capital is intended to support our rating ambitions with AM Best and our
increasing maturity has been acknowledged by our rating, moving to a positive
outlook.
Underwriting –
premium
High
This is the risk we seek in order to generate return. The risk is
managed by seeking a target portfolio based on our view of
rate adequacy and target diversification, supported by event
and/or aggregate retrocessional protections.
Our well-established portfolio means that execution risk continues to decrease
in Property and Casualty, but with rate momentum supported particularly in our
chosen areas of Property. Our Specialty business presents strong growth
opportunities notably on more complex transactions that have a higher
execution risk.
Underwriting –
exposure and
aggregations
Medium
We underwrite catastrophe-exposed reinsurance through
our property and specialty classes, and business exposed to
other aggregations, notably across casualty lines. We seek
to understand and manage our exposures generally to a
lower level than our Bermuda peer group.
In Property our portfolio approach means we continue to have capacity to increase
our peak zone accumulations as market conditions support, while in Casualty and
Specialty our increasing scale continues to provide diversification.
Underwriting –
reserve
Medium
We underwrite a mix of classes including those where
reserves take time to develop. We seek to minimise reserve
risk through rigorous data analytics using market data, and
benefit from an external loss reserve specialist review.
Portfolio growth reduces reserve risk and an expected normalisation of
inflationary factors supports this, albeit with some remaining macroeconomic
uncertainty.
Investment – market
and liquidity
Low
Our primary aim is to protect capital and, consequently, we
have a low appetite to expose our capital base to investment
losses and a low appetite for volatility.
Our relatively low risk portfolio continues to remain highly liquid while current
investment yields provide lower downside asset risk.
Risk category
Relative appetite/preference
Trend
Commentary
27
Enterprise Risk Management Report continued
Risk category
Relative appetite/preference
Trend
Commentary
Credit
Low
We use reinsurance to provide protection and therefore
select reinsurers who provide limited credit risk.
All retrocessionaires continue to be high quality and approved by the
Counterparty Security Committee. Our collateralised reinsurers continue to be
required to provide high-quality collateral, held in trust.
Operational and
systems
Low
We seek to minimise our operational risk within the context
of operating as a reinsurer. We seek to attract and retain
high-quality staff and gain competitive advantage by use of
high-quality and integrated systems.
We benefit from a single operating location which reduces operational
complexity. Our focus on leveraging leading technology solutions can require
enhanced levels of investment of time and optimisation of activity allocation as
working practices evolve.
Strategic
Low
We seek to manage risk by keeping a clear and focused
strategy as a single balance sheet reinsurer based in one
location.
We have executed on strategy to date and favourable market conditions further
reduce strategic risk. The implementation of Bermuda Corporate Income Tax,
previously identified as a risk, does not apply to Conduit Re.
Reputational
Low
A focus on maintaining and enhancing brand and franchise
value with support from the ESG Committee, established by
the CHL Board.
Public coverage is favourable to date and the quality and maturity of our
external disclosures continue to improve. Conversely, as recognition of Conduit
increases, this provides greater visibility.
Legal, regulatory
and litigation
Very low
We seek to minimise our legal, litigation and regulatory risk
by investing in our systems and people. We have no appetite
for censure by regulators and tax authorities.
The level of regulatory change in Bermuda is increasing from low to moderate,
though the topics addressed to date are not material to Conduit Re. Political
changes in the US are generally expected to be more pro-business but could
increase uncertainty.
28
Enterprise Risk Management Report continued
Conduit continues to demonstrate
its commitment to corporate social
responsibility through its employee
charitable engagement. The supported
initiatives encourage our employees
to participate in community service,
volunteer work, and fundraising events.
Key components include paid volunteer
days, employee donation matching,
and team-led community projects.
In 2024, employees gave back to
Waterstart, one of the Conduit Foundation-
supported charities, by participating
in a clean-up at Waterstart's living
classroom on Burt Island. Waterstart
is dedicated to promoting environmental
awareness and personal growth through
experiential education.
Waterstart has developed, and continues
to expand, a collection of highly successful
outdoor education programmes. These
programmes typically involve training
in snorkelling, scuba diving, and boating,
aimed at environmental conservation
and marine science, allowing students to
embrace new experiences and gain skills
through hands-on learning. In addition
to the core programmes offered, students
may also participate in projects such as
woodland restoration, pilot aquaculture
studies, seagrass monitoring, and fish
identification surveys.
Looking ahead to 2025, Conduit remains
committed to supporting Bermuda-based
charitable initiatives. Continued employee
involvement in community service projects
makes a positive impact on the environment
as well as in the local community.
It also underscores Conduit’s belief
in the importance of corporate social
responsibility and its role in fostering
a better future for all.
Heather Mello
Head of Human Resources
29
Case Study
Conduit believes that engaging with the
local community through the support of
local charities is critical to supporting the
long-term sustainability of our business
and our island community.
Making a Difference: Employee Contributions
to Community Charitable Initiatives
Strong community
engagement continued
throughout 2024 and
reflects Conduit's ongoing
commitment to being a
responsible company.
As I reflect on the work of the ESG
Committee over the past year, the
exceptional commitment of the Conduit
team to positively impact its stakeholders
is clearly evident. A standout highlight was
the Gala of Giving, which was organised by
Conduit and supported by many other
companies across the Bermuda community,
raising over $430,000. This built on the
success of the 2023 event and means that,
in aggregate, more than $775,000 of
support has been provided to the selected
local charities over the two years.
The 13 charities supported by the Gala
of Giving this year are all charities also
supported by the Conduit Foundation,
of which I am proud to serve as Chair
of the Protector Committee. Overall, the
Foundation has provided financial support
to 20 Bermuda charities during 2024, while
the Conduit Re team have also supported
numerous causes by donating their time,
including corporately coordinated input to
Meals on Wheels, Relay for Life, Waterstart,
Keep Bermuda Beautiful and the Bermuda
Youth Climate Summit.
Engagement with the community goes
beyond charitable giving, however, and
arguably the greatest contribution to
Conduit’s local community is through its
employees and future talent. 2024 was
again a record for Conduit in terms of the
number of interns hosted and students
supported through scholarships. An
important achievement too was the
progress of a two-time intern into
employment: Micah Cook interned with
the risk team in 2023, returned as an intern
with the underwriting team in 2024 and
has subsequently accepted a position
as an underwriting assistant. More broadly,
Conduit continued to support its employees
through an inflation-focused cost-of-living
allowance for 2024 and a green loan policy
that supports investment in solar power
or electric vehicles.
As my exposure to the reinsurance
community has increased, I have gained
a heightened awareness of the vital
role of reinsurance in addressing the
environmental and social risks associated
with climate change. While much of
the discussion at the ESG Committee
is focused on transparency and good
governance, I’m always impressed by the
knowledge and passion shown in discussions
around emerging practices, projects and
financial service solutions to far-reaching
issues. I can see that, starting from Neil
and Trevor, and permeating right through
Conduit, there is a true desire to be a
responsible and forward-looking company
on all of these issues.
Transparency on ESG topics is very
much part of demonstrating commitment
and good governance to a wide range
of stakeholders. I’m delighted that Conduit
continues to enhance its public reporting
on ESG topics. Beyond the specific
requirements of the Taskforce on Climate-
Related Financial Disclosures (TCFD),
Conduit has embraced the evolution of
the ClimateWise reporting framework,
which is now designed to address the
best emerging practices in the field.
These efforts have been recognised by
ClimateWise with Conduit moving now into
the top-ten in their ranking of (re)insurance
sector companies, alongside some much
larger global peers, in terms of quality
of disclosure.
I commend Conduit’s continued
commitment to being a sustainable and
responsible company and wish the team
continued success into 2025.
Lord Soames
ESG Committee Chair
26 February 2025
30
ESG Summary
The Rt Hon. Lord Soames of
Fletching, Chair, ESG Committee
2024 sustainability highlights
Our key ESG achievements are
highlighted on page 31.
TCFD Reporting
We leverage our ClimateWise
Report to meet our TCFD reporting
requirements. Find out more on
page 33.
Conduit Re seeks to be a responsible
company; we support the transition to a
sustainable economy and focus on the
long-term benefit of all our stakeholders.
Our approach to ESG is focused on
maximising the positive impact we can
have, while minimising the negative
impacts. We do this recognising that we are
a relatively small, treaty-focused reinsurer;
and therefore a step back from the
underlying business. We believe that
Conduit and its employees benefit from
the engagement and perspective provided
by deliberate community engagement on
environmental and social issues. Details
on our ambitions and commitments, our
impact, and updates on our key ESG
metrics can be found in our standalone
2024 ESG Report, which is available on
our website. Our ESG Report also sets out
what we seek to achieve, how and why,
and includes details on governance in
place over climate and nature risks.
In this Annual Report and Accounts,
we draw attention to specific matters of
note and signpost our reporting in line
with TCFD.
Our ESG ambitions remain:
•
positively impacting our stakeholders;
•
supporting the transition to
a sustainable world; and
•
minimising our negative impact
on the environment.
As a relatively small company, we enjoy
the benefits of being legacy-free in all its
forms. This means we can take deliberate,
purposeful and impactful steps as we seek
to deliver on those ambitions.
2024 highlights
Our key ESG achievements for 2024 include:
1.
the rollout of insurance sustainability
training for all employees to help
ensure that all staff have the
opportunity to understand our own
priorities in the context of wider
ESG considerations and practices;
2.
continuing to provide staff with
Conduit-organised volunteering
opportunities including coastal clean-
ups and enhancing the facilities at a
local environmental charity, in addition
to staff’s one day's volunteering
allowance a year;
3.
expanding our internships to a record
number of university students, one
of whom was subsequently hired into
a full-time position at Conduit; and
4.
hosted the Gala of Giving, which,
together with the local Bermuda
business community, raised over
$430,000 for 13 Bermuda-based
charities, taking the total raised over
the two years, since we first founded
the event, to over $775,000.
Emissions
In this Annual Report and Accounts,
we include disclosures associated with
the carbon emissions for which we are
responsible. For the fourth consecutive
year, since we embarked on underwriting in
2021, we have maintained our commitment
to offset our Scope 1 and 2, as well as select
Scope 3 emissions1. We strategically choose
our offsets, to ensure they meet high
quality standards, such as projects that
have received third-party verification on
the completeness and accuracy of their
project's asserted GHG emissions reduction,
certified by Verra and/or VCS, or have an
element of social impact.
KPMG, our external auditors, provide
limited assurance over certain greenhouse
gas (GHG) emissions that we disclose. We
are also capturing data on the emissions
avoided because of our green loans policy.
Our longer-term ambition is that our
financed solar and electric vehicle initiatives
provide emissions avoidance greater than
our Scope 2 emissions.
TCFD reporting
A summary of our TCFD reporting follows
on the next page. We use the ClimateWise
framework to support our TCFD reporting
and publish a standalone ClimateWise
report. Following the release of new
international regulatory requirements,
in 2024, ClimateWise revised its guidance
and launched a new set of principles
for members to report on. ClimateWise
score the quality of reporting against
their framework and earlier this year
we submitted a private disclosure to
ClimateWise using their new principles
for feedback. We are pleased to report
that we received a significant increase in
our results, testament to our commitment
to transparency for all stakeholders and the
sound governance we have in place over
climate- and nature-related issues. Our
latest report is available for review on our
website and will be marked by ClimateWise
later in 2025.
One aspect of TCFD is reporting on risks
and opportunities associated with climate
change. Further details are included in
our ClimateWise and ESG Reports. These
include both physical and transitional
exposures, which are summarised on the
following page.
31
ESG Summary continued
1.
Consistent with our approach first stated in 2022, this is in relation to business travel, hotel nights and staff commuting. We also report, but do not offset, our share of our suppliers’ emissions.
Physical risks to which our underwriting
is exposed stem from changing weather
patterns, rising water levels and increased
frequency and severity of extreme weather
events, all of which can increase the value
of insured losses in the long term. That
said, the time horizon for such coverage
is typically annual, thus the impact is
more easily measured and factored into
pricing and terms and conditions by our
underwriters in contracts negotiations.
Moreover, these events, as well as the
growing populations and property values in
vulnerable areas, are increasing the demand
for property insurance, especially in the
United States (US), expanding market
opportunities for (re)insurance companies.
Transitional risks seen in underwriting
are typically driven by liability for damage
or harm stemming from our customers’
business activities. As more economies
strive to be more sustainable, there is an
influx of new and increased ESG regulation,
litigation, frameworks, investor demands
and innovation pressures. Alongside these,
an associated array of insurable transition
risks has developed, creating a new
casualty class with associated pricing risks,
as there is for any new market. Currently,
relevant casualty lines are offering a
reasonable return for the risks we assume,
but care is needed to ensure losses
from risks that are yet to fully emerge
are contained.
Our investment portfolio is lower risk
and highly liquid in nature and, over the
planning horizon, aims to have relatively
limited performance exposure to climate-
related change and nature loss. From an
operational perspective, hurricanes can
occur relatively frequently in Bermuda,
the strength and frequency of which are
forecast to increase as a result of climate
change. Bermuda currently has robust
infrastructure, providing resilience to,
and protection from, hurricanes, and
therefore we do not expect any significant
damage to our office nor interruptions
to our operations.
Reinsurance has a role to play in providing
protection to those in transitioning
industries. A careful balance between each
of the environmental and social concerns
must be found, all within the context of
delivering returns for shareholders and
reducing the protection gap.
The Board has overall responsibility for
ensuring that Conduit is appropriately
considering the risks and opportunities
presented by climate change and in
doing so is supported by the work of
management and the ESG Committee.
32
ESG Summary continued
Below is a summary of our TCFD disclosures, which are intended to provide context alongside a reference to where each topic is explored in more depth. ClimateWise provides an
industry-specific framework for TCFD reporting and is most meaningfully read as a standalone document, so it has not been reproduced in full in the Annual Report and Accounts.
Our ESG Report is a free-form disclosure in which we add additional context and commentary, notably in relation to our ESG metrics and the relevance of climate to each member
of executive management. Both our 2024 ESG and ClimateWise reports are available to download on our website.
Governance
Disclose the organisation's governance around
climate-related risks and opportunities.
A
Describe the Board’s oversight of climate-related risks
and opportunities.
See Principle 1 of our ClimateWise Report.
The Board has held strategy sessions that have considered climate-related
risks and opportunities and have established parameters within which
management can operate. It receives regular reports and is also supported
by the ESG Committee.
B
Describe management’s role in assessing and
managing climate-related risks and opportunities.
See Principle 1 of our ClimateWise Report and the governance section of
our ESG Report.
Climate-related risk is integrated into various management policies. Each
Executive Committee member has specific climate responsibilities as set out
in our ESG Report which is available on our website.
Strategy
Disclose the actual and potential impacts of
climate-related risks and opportunities on the
organisation’s businesses, strategy and financial
planning where such information is material.
A
Describe the climate-related risks and opportunities
the organisation has identified over the short, medium
and long term.
See Principles 1 and 3 of our ClimateWise Report.
Climate-related risks and opportunities exist across our underwriting,
investments and operations.
B
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy and financial planning.
See Principles 1 and 3 of our ClimateWise Report.
Climate-related risks and opportunities exist across our underwriting,
investments and operations that are relevant for our business, strategy and
financial planning.
C
Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario.
See Principle 1 of our ClimateWise Report.
Our planning time horizon and the short-tail nature of our insurance
liabilities and asset portfolio limit the impact of a 2°C scenario on our
business plan and short-term capital management.
TCFD pillars
TCFD recommended disclosures
Disclosure status and reference to where disclosures have been made
33
ESG Summary continued
Risk management
Disclose how the organisation identifies, assesses
and manages climate-related risks.
A
Describe the organisation’s processes for identifying
and assessing climate-related risks.
See Principle 1 of our ClimateWise Report.
Our processes are integrated with our wider risk management framework
described in the enterprise risk management report, as well as in in our
Financial Condition Report which is available on our website.
B
Describe the organisation’s processes for managing
climate-related risks.
See Principles 1 and 3 of our ClimateWise Report.
Our processes are integrated with our wider risk management framework
described in the Enterprise Risk Management Report, as well as in our
Financial Condition Report which is available on our website.
C
Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management.
See Principles 1 and 3 of our ClimateWise Report.
Our processes are integrated with our wider risk management framework
described in the Enterprise Risk Management Report, as well as in our
Financial Condition Report which is available on our website.
Metrics and targets
Disclose the metrics and targets used to assess
and manage relevant climate-related risks and
opportunities where such information is material.
A
Disclose the metrics used by the organisation to
assess climate-related risks and opportunities in line
with its strategy and risk management process.
See Principle 4 of our ClimateWise Report.
Our metrics relate primarily to carbon neutrality and to our business
partners’ commitments to climate matters.
B
Disclose Scope 1, Scope 2 and, if appropriate, Scope 3
GHG emissions and the related risks.
Disclosed in this section of the Annual Report and Accounts.
Further detail can also be found in our ESG Report which is available on
our website.
C
Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets.
See the 'Environment' section of our ESG Report and Principle 4 of our
ClimateWise Report.
Our metrics relate primarily to offsetting Scope 1, 2 and select Scope 3
emissions (business travel including flights and hotels; employee
commuting).
TCFD pillars
TCFD recommended disclosures
Disclosure status and reference to where disclosures have been made
34
ESG Summary continued
Carbon emissions
We have included in the table below our Scope 1 to 3 emissions for 2024 and 2023. We look to grow as sustainably as possible, with a focus on the average emissions per employee. For
details on our methodology, our carbon offsets and our environmental commitments and priorities, please refer to Principle 4 of our ClimateWise Report which is available on our website.
2024
2023
Emission type
Activity
Basis of measurement
Quantity
tCO2e
Quantity
tCO2e
Scope 1
Direct
None
–
-△
–
-△
Scope 2
Indirect energy
Electricity
kWh
205,240.1
175,186.9
– location based
152.4△
129.2△
– market based
135.2△
122.9△
Scope 3
Indirect other
Business travel1
Kilometres
2,084,991
403.9△
1,951,215
227.5△
Hotels
Nights
515
27.7△
329
27.9△
Staff commuting
Kilometres
191,907.9
21.6△
187,749.9
17.7△
Total gross emissions from our operations2
Gross emissions (location based)
605.6△
402.3△
Gross emissions (market based)
588.4△
396.0△
Carbon offset applied
(588.4)
(396.0)
Net carbon impact from operations
–
–
Gross emissions per average employee
Average number of employees
63.5
57.6
Location based
9.5△
7.0△
Market based
9.3△
6.9△
Gross emissions including our share of suppliers' emissions
Total gross emissions as per above market-based approach
588.4△
396.0△
Share of suppliers' emissions3
220.6
559.1
Grand total
809.0
955.0
35
ESG Summary continued
•
1.
Emissions for air travel were calculated using the International Civil Aviation Authority (ICAO) Emission Calculator, consistent with 2023 data. Emission factors have changed, and flight classes are now divided into first, business,
premium, and economy, leading to higher emission factors for long-haul business flights. Our 2023 emissions calculated using these updated factors are (tCO2e): Business travel emissions: 423.5; Total Emissions (market based):
591.9; Gross emissions per employee: 10.3.
2.
We do not differentiate Scope 3 emissions by location. Our Scope 2 emissions in the UK relate to less than 1% of the total emissions.
3.
Previously, many of our suppliers disclosed their total emissions, and did not breakdown their Scope 1, 2 and 3 emissions. Now their reports are more advanced, suppliers are providing this breakdown. We have therefore updated
our methodology for 2024, and restated the comparative for 2023, to include only emissions related to Scope 1 and 2 from suppliers, in line with PCAF’s guidance. Where this is not provided, we continue to use total emissions.
△ KPMG performed limited assurance procedures over these GHG disclosures. Their report is included in our 2024 ESG Report, available on our website.
Provision 5 of The UK Code notes that the
Board should understand the views of the
Company's key stakeholders and describe
in the Annual Report and Accounts how
their interests and the matters set out
in Section 172 of the UK Companies Act
2006 have been considered in Board
discussions and decision-making. Conduit
is a Bermuda-incorporated issuer and the
Board is obliged to follow director duties
under Bermuda company law. Although
Conduit is not required by law to prepare
a Section 172 Statement it has chosen
to do so as a matter of best corporate
governance.
The Board confirms that during the year
ended 31 December 2024 they have
discharged their duties to act in a way
that they believe promotes the long-term
success of Conduit for the benefit of its
members as a whole, while having regard
to the matters set out in Section 172 of
the UK Companies Act 2006. Further
information on how these duties have been
discharged is provided in this statement.
Section 172 requires a director to have
regard, among other practical matters,
to the:
•
likely consequences of any decision
in the long-term;
•
interests of the company’s employees;
•
need to foster the company’s business
relationships with suppliers, customers
and others;
•
impact of the company’s operations on
the community and environment;
•
desirability of the company maintaining
a reputation for high standards of
business conduct; and
•
need to act fairly between members
of the company.
Stakeholder engagement
In 2024, Conduit continued to focus on key
stakeholder engagement, to understand
their perspectives and the potential long-
term consequences of decisions and
matters of strategic importance to Conduit.
As key stakeholders, the Board discussed
broker and client relationships, shareholder
and employee engagement, government
and regulator engagement, rating agency
interaction, environmental matters and
Conduit’s impact on, and relationship with,
the local community, and considered these
matters in its decision-making.
Brokers and clients
•
Relationships with the reinsurance
broking community and cedants are
key to Conduit’s success. In considering
Conduit Re’s strategy and business
planning, the Board received reports on,
and noted the extent of, the broker and
cedant support received by Conduit Re.
Shareholders
•
In 2024, representatives of Conduit
held over 200 meetings one on one
with investors and via group calls.
The Executive Chairman, the CEO, the
CFO and Conduit's Head of Investor
Relations regularly met with shareholders
throughout the year, both quarterly
to review trading results and on an
ad-hoc basis to discuss various matters.
Feedback from these meetings was
presented to the Board on a regular
basis and informed Board debate and
decision-making on strategy and
business planning.
•
Our Directors and management
recognise the benefits that come from
dialogue with shareholders and we
have embraced an active engagement
strategy to discuss with our shareholders
the issues that are important to them,
hear their expectations of us and share
our views.
•
The Board strives to be proactive,
transparent and interactive with
shareholders, who are always
welcome to ask questions. For further
information, and contact details, visit
the Investor Relations and Regulatory
News Service section on the Conduit Re
website (conduitreinsurance.com).
•
Following consultation with Conduit's
shareholders which occurred in early
2024, the Shareholders approved
an amendment to the Directors'
Remuneration Policy at the 2024 AGM
held on 15 May 2024. The details of
the revised Remuneration Policy, which
is intended to apply for the years 2024,
2025 and 2026, are set out on pages 66
to 71.
Employees
•
Malcolm Furbert continued as Conduit's
Non-Executive Director responsible
for engagement with the workforce.
•
Malcolm met with our COO and our
Head of Human Resources regularly
to discuss employee engagement at
Conduit. The Board received reports of
Malcolm's and HR's activities, ensuring
workforce views were obtained and
considered in Board and management
decision-making.
•
During 2024, the Head of Human
Resources continued to
conduct detailed reviews of Conduit's
HR policies and procedures to ensure
that they remain robust, current and
competitive within the market.
•
Having a supportive and inclusive
culture is important to us and we
regularly track how employees feel
about working at Conduit. In 2024,
we conducted another employee
engagement survey. The results were
shared across Conduit as well as
with Malcolm, who provides his own
observations on employee engagement
to the Board from his meetings internally.
36
Section 172 Statement and Stakeholder Engagement
•
The Board was kept apprised of
Conduit's recruitment activities
throughout 2024. Headcount grew
from 59 to 65 as at 31 December 2024.
•
In 2024 all staff participated in
compliance training which covered key
compliance topics including sanctions,
information security and cyber risk,
anti-money laundering, anti-terrorist
financing, anti-bribery and corruption,
conflicts of interest, and compliance
with tax and regulatory operating
guidelines. Training was also provided
which covered Conduit’s code of
conduct and whistleblowing
procedures.
•
We prioritize transparent and open
communication with our employees.
For example, throughout the year, we
organised regular "town hall" meetings
where employees were provided with
updates on key company matters and
performance. These sessions foster a
culture of inclusivity and help to ensure
that all employees are aligned with the
company’s goals and objectives.
Government and regulators
•
The Board recognises the need to
monitor changes in law and regulation,
and to work closely and openly with
all relevant regulatory and supervisory
bodies. Conduit's main operating
subsidiary, CRL, is licensed and
supervised by the BMA. Representatives
of management met with the BMA
every quarter through the year. The
Board received regular reports covering
governmental, legal, regulatory and
supervisory matters and was kept
apprised of communications with
and from relevant bodies, in particular
the quarterly meetings with the BMA,
and this information was factored
into strategy and business planning.
•
In 2024, we obtained and expanded
our reciprocal jurisdiction reinsurer
(RJR) status in various states within
the US which reduces the need for CRL
to post collateral to support cedants
in those states.
•
The Bermuda Corporate Income Tax
Act 2023 was enacted in late 2023,
heralding the introduction of a
corporate income tax in Bermuda for
in-scope multinational groups. While
Conduit does not currently meet the
criteria to fall within the scope of the
corporate income tax regime and has
no plans to do so, the legislation has
significant ramifications for Bermuda
and consequently, Conduit followed
developments closely in 2024, and
participated, via its membership of
industry associations such as the
Association of Bermuda Insurers
and Reinsurers (ABIR), in providing
feedback to the Bermuda Government
on related legislation where it was
felt appropriate to do so.
•
The Bermuda Personal Information
Protection Act 2016 (PIPA), which
became effective on 1 January 2025,
was a point of focus for Conduit.
Preparations included assessing data
practices, implementing robust
safeguards, training staff, and updating
privacy policies to ensure compliance
with the new regulations.
•
CRL reviewed its adherence inter alia
to the BMA Code of Conduct. Regular
training sessions were conducted to
reinforce ethical behaviour and
compliance standards.
•
In preparation for the changes to
The UK Code effective from 1 January
2025, Conduit undertook a review of
measures to ensure compliance (or
explaining non-compliance). These
included considering ways to improve
the internal control framework and
reporting, updating governance policies,
and conducting briefings for Board
members and staff.
•
Under the new UK Listing Rules, which
became effective 29 July 2024, Conduit
was included automatically in the
new Equity Shares (Transition) ('EST')
category. Fundamentally there is no
change in CHL’s regulatory obligations
because of this automatic inclusion in
the EST category as the rules of the
EST category have been designed to
match the former standard listed
segment. We are assessing the UK
Listing Rules, recognising that the EST
category is intended to be transitional in
nature and a move to the Equity Shares
(Commercial Companies) ('ESCC')
category in due course could be
beneficial, including potentially offering
a pathway to index inclusion.
Rating agencies
•
CRL having and maintaining an
AM Best Financial Strength Rating of
A– (Excellent), and a Long-Term Issuer
Credit Rating of 'a-' (Excellent) is critical
to Conduit’s success. Maintaining this
rating is factored into Board decisions
with respect to capital adequacy and
risk management.
•
Management regularly kept AM Best
apprised of developments within CRL
and fed back to the Board the results of
meetings and interactions with AM Best.
•
In December 2024, AM Best reaffirmed
CRL's AM Best Financial Strength
Rating of A– (Excellent) and Long-Term
Issuer Credit Rating of 'a-' (Excellent)
and raised the ratings outlook to
'positive' from 'stable'.
37
Section 172 Statement and stakeholder engagement continued
Our community and the environment
•
As set out in the ESG summary on
pages 30 to 35, environmental matters
and the community are a key focus
for Conduit.
•
Board decision-making is influenced
by a recognition that some economic
activity has negative outcomes. As
detailed in the ESG summary, we factor
applicable criteria into our decisions.
Resulting examples include Conduit’s
commitment to achieving and
maintaining net-zero-carbon emissions1
and to giving back to the community
via initiatives such as the Conduit
Foundation, whose mission includes
supporting organisations and outreach
projects focused on the environment,
diversity and inclusion initiatives,
education and Bermuda’s vulnerable
populations.
Principal decisions
The principal decision made by the
Board in 2024 was to continue with
the current strategy of building a
sustainable business for the long-term
benefit of our stakeholders which delivers
profitability and a mid-teens RoE across
the market cycle.
The Board participated in a two-day
strategy session before making its decision
to continue with the current strategy.
Trevor Carvey
Elaine Whelan
CEO
CFO
26 February 2025
26 February 2025
38
Section 172 Statement and stakeholder engagement continued
1.
Consistent with our approach first stated in 2022, we are carbon neutral in relation to our Scope 1 and Scope 2 emissions, and in relation to business travel,
hotel nights and staff commuting. We also report, but do not offset our share of our suppliers' emissions.
Corporate
Governance
In this section:
40
At a Glance
41
Board of Directors
45
Introduction to Corporate Governance
48
Corporate Governance and Compliance
with the UK Corporate Governance Code
53
Nomination Committee Report
57
Audit Committee Report
63
Remuneration at a Glance
64
Directors' Remuneration Report
66
Directors' Remuneration Policy and
Policy Table
22
Notes to the Directors' Remuneration Policy
76
Annual Report on Remuneration
94
Directors' Report
99
Directors' Responsibilities Statement
39
Governance at a glance
Read more about Conduit's compliance
with the UK Corporate Governance Code
on page 48.
Remuneration at a glance
For a summary of Conduit's
Remuneration go to page 63.
40
At a Glance
•
Corporate
Governance
Our 2024 Governance Report sets out the
composition of our Board and explains how our
Board governance framework operates, alongside
the key areas of focus of Conduit's Board and Board
Committees in 2024.
Board inclusion
Board meeting attendance
In keeping with our
commitment to diversity and
inclusion, 44% of our Board
are female professionals with
a wide breadth of experience
and expertise.
97%
2023: 97%
Board independence
67%
2023: 67%
To view how we comply with The UK
Code, please see page 48.
Read more on page 45
Read more on page 57
Read more on page 53
Read more on page 64
l Female
l Male
Audit
Committee
Report
Elizabeth Murphy,
Committee Chair
Introduction
to Corporate
Governance
Neil Eckert,
Executive Chair
Nomination
Committee
Report
Ken Randall,
Committee Chair
Directors'
Remuneration
Report
Rebecca Shelley,
Committee Chair
Board of
Directors
Having conducted a planned
evolutionary refresh over the last
two years (with the retirement and
replacement of two non-executive
directors) the Board continues to
be well positioned to lead the
delivery of sustainable long-term
returns through the market cycle.
Neil Eckert
Executive Chairman
Neil Eckert
Executive Chairman
Appointed to the Board: 7 October 2020
Skills and experience:
Neil Eckert is Executive Chairman and an Executive Director
of CHL.
Neil Eckert is an entrepreneur with more than four decades of
(re)insurance industry experience and has a proven track record
in the industry having held various roles since 1980, many of which
involved starting new enterprises.
Beginning as a reinsurance broker, he rose through the ranks to
board member at Benfield, Lovick & Rees & Co. Neil then founded
Brit Insurance in 1995 and remained its CEO until 2005, following
which he served as a non-executive director of the company until
2008. He was co-founder and CEO of Climate Exchange Plc, and
founded Aggregated Micropower.
External directorships:
Incubex Ltd, Ebix Inc., Boutique Modern Holdings Limited,
Chalvington Management Limited, NCX Family Office, Chalvington
Batteries Limited, Chalvington Properties Limited, 10 Avis Way
Limited, Bellaroma Investments Limited, Bellaroma South West
Limited, NCX Consultants Limited, Old MIll
Park Limited, Neil Eckert Investments
Limited, Education Opportunity
Limited, GWCT Natural Capital
Advisory Limited, Arkley (South West)
Limited) Seago Yachting Limited,
Ripe Village Stores, NCEX Limited,
Wingrove House Limited,
Titan (South West) Limited.
CHL Board Committee
memberships:
n/a
Trevor Carvey
Executive Director and Chief Executive Off͏icer
Appointed to the Board: 18 November 2020
Skills and experience:
Trevor Carvey is Chief Executive Officer and an Executive Director
of CHL.
Trevor has a track record of profitable build-outs in the
reinsurance industry. Having led the consolidation and subsequent
profitable turnaround of the GE Frankona Marine & Energy Global
portfolio in the 1990s, he then became a founding underwriter
and leader at Arch Re Bermuda in 2002.
In 2007, Trevor joined Harbor Point Re in the UK to lead the build-
out of its reinsurance operations. He became CUO Europe of the
Alterra Re business after Harbor Point’s merger with Max Re in
2012. Trevor was then responsible for the successful integration
of Alterra Re’s Global Re unit into Markel.
In 2015, Trevor joined Hamilton Re to assist in building out a new
treaty reinsurance strategy in the UK and subsequently served
as active underwriter for three years from 2016 to 2018.
Trevor has led Conduit since its launch in 2020.
As well as serving on the Board of Conduit
Holdings Limited, he is a Director of CRL
and chairs the Executive Committee.
External directorships:
Triple R Industries Limited, Patsoh Limited,
Beneficial House (Birmingham) Regeneration
LLP, Stanley Dock (All Suite) Regeneration LLP,
CHL Board Committee
memberships:
n/a
41
Board of Directors
Elaine Whelan
Executive Director and Chief Financial Off͏icer
Appointed to the Board: 14 January 2021
Skills and experience:
Elaine Whelan is the Chief Financial Officer and an Executive
Director of CHL.
Elaine is an accomplished and experienced public company CFO
who has worked in the (re)insurance industry for over 25 years.
She is a member of the Institute of Chartered Accountants of
Scotland, a member of the Chartered Professional Accountants
of Bermuda and a member of the Institute of Directors. After
qualifying as a chartered accountant, Elaine joined Coopers
& Lybrand in Bermuda in 1997. From 2001 to 2006, she held
a number of positions at Zurich Insurance Company, Bermuda
Branch, ultimately as chief accounting officer. In 2006, she joined
the Lancashire Group as financial controller.
She subsequently performed various financial and management
roles for the Lancashire Group, including as CEO, Lancashire
Insurance Company Limited. From January 2011 to February 2020,
Elaine was Group CFO, Lancashire Holdings Limited, and she was
also a main board director from January 2013 to February 2020.
Elaine is responsible for all aspects of
Conduit Re’s financial management and
reporting, is also a Director of CRL and
is a member of the Executive Committee.
External directorships:
Cameron Holdings Inc., Salthouse
Property Inc., Lomond Property
Holdings Limited.
CHL Board Committee
memberships:
n/a
Rebecca Shelley
Senior Independent Non-Executive Director
Appointed to the Board: 24 July 2023
Skills and experience:
Rebecca Shelley brings extensive commercial and financial
services experience to the Board, as well as her background of
market-facing roles at listed companies. Having been investor
relations and corporate communications director at Norwich Union
Plc from 1998 to 2000, Rebecca moved to Prudential Plc in 2000,
starting as investor relations director, and then became group
communications director with a seat on their group executive
committee. From 2012 to 2016, Rebecca was the group
communications director of Tesco Plc and a member of their
executive committee. During this time she held positions on the
board of the British Retail Consortium and was a trustee of the
Institute of Grocery Distribution. In her final executive role Rebecca
spent three years at broker TP ICAP Plc as group corporate affairs
director, and was a member of the global executive committee.
Rebecca served as Chair of the Remuneration Committee of Sabre
Insurance Group plc. from 2017 to 2023.
External directorships:
Sabre Insurance, Liontrust Asset Management, Hilton Food Group.
CHL Board Committee memberships:
Remuneration Committee (Chair)
and Nomination Committee.
Malcolm Furbert
Independent Non-Executive Director
Appointed to the Board: 18 November 2020
Skills and experience:
Malcolm Furbert is a corporate and regulatory lawyer with over
30 years’ experience, including as a corporate lawyer with one of
Bermuda’s leading law firms, and over 15 years’ diverse in-house
legal counsel and management experience with Bermuda-based
insurance and reinsurance companies (including American
International Company Limited, Catlin Insurance Company Limited
and XL Catlin), most recently as general counsel and head of
compliance & regulatory affairs for the Bermuda operations of XL
Catlin, a Bermuda-based global (re)insurance company (following
the acquisition of the Catlin Group by XL Capital).
In these roles, he provided general and transactional legal and
regulatory advice and support to all business areas and had
oversight over the Bermuda compliance function. He also acted
as company secretary to both regulated and non-regulated group
companies.
He is a member of the Bar of England and Wales and the
Bermuda Bar.
External directorships:
Somers Corporate Services Limited,
Arden Reinsurance Company Ltd.
CHL Board Committee memberships:
Remuneration Committee and
Nomination Committee.
42
Board of Directors continued
Elizabeth Murphy
Independent Non-Executive Director
Appointed to the Board: 18 November 2020
Skills and experience:
Elizabeth Murphy has worked in the insurance and (re)insurance
industry for more than 30 years. Elizabeth qualified as a chartered
accountant with Coopers & Lybrand in London and moved to work
for them in Bermuda. She continued her career with ACE Tempest
Reinsurance Ltd. as chief financial officer from 1993 to 2000 and
as Treasurer of ACE Limited for the next two years.
From 2002 to 2006, Elizabeth worked for Scottish Re Group
Limited, as chief financial officer and executive vice president.
From 2006 to 2008 she was an executive director of Kiln Limited,
chair of the compensation committee and non-executive member
of the audit committee and she also served on the board of SCPIE
Holdings Inc. where she was a member of the audit committee
and stock option committee. From 2009 to 2015 Elizabeth was
an executive director and chief financial officer of Amlin Bermuda
Ltd., Amlin AG and a member of the risk committee. From 2018 to
2024 she was a non-executive director of Bernina Re Holdings Ltd.
and Bernina Re Ltd. and served on a number of committees.
External directorships:
n/a
CHL Board Committee
memberships:
Audit Committee (Chair)
and Nomination Committee.
Ken Randall
Independent Non-Executive Director
Appointed to the Board: 18 November 2020
Skills and experience:
Ken Randall is a certified accountant and has worked in the
insurance industry for more than 50 years. During the early 1980s,
Ken was head of regulation at Lloyd’s. From 1985 until 1991 Ken
served as chief executive of the Merrett Group, which managed
a number of prominent syndicates at Lloyd’s.
In 1991, Ken left Merrett and, with Alan Quilter, set up the Randall
& Quilter Group, whose principal subsidiary, the Eastgate Group,
grew into one of the UK’s largest third-party provider of insurance
services with 1,300 employees. Eastgate was sold to Capita Plc in
November 2000.
Following the sale of Eastgate, Ken and Alan refocused Randall &
Quilter on to the acquisition of non-life legacy run-off portfolios
and again developed an insurance-servicing business in London
and the US. Initially, the Randall & Quilter Group’s service offering
focused on legacy portfolios and later developed a fast-growing
programme management business in Europe and the US. Ken
retired from Randall & Quilter in 2021.
External directorships:
Roosevelt Road Re Ltd, Renaissance
Capital Partners Limited, Financial
Guaranty Insurance Company (UK) Ltd,
Leamington Insurance Advisors
Ltd (Bermuda), W.T. Butler &
Co Ltd.
CHL Board Committee
memberships:
Audit Committee, Nomination
Committee (Chair) and
Remuneration Committee.
Michelle Seymour Smith
Independent Non-Executive Director
Appointed to the Board: 15 September 2021
Skills and experience:
Michelle Seymour Smith has over 20 years of experience in the
insurance and reinsurance industry. During her career, Michelle
has built a reputation of making strategic initiatives a reality and
building effective teams and operations to support sustained
growth in global organisations.
Michelle began her career with Arthur Andersen in 1995. In 2004,
she joined Arch Reinsurance Ltd as vice president, controller. She
performed several roles at Arch Re, including chief financial officer
and chief operating officer, building and overseeing the financial
operations of the insurance, reinsurance and mortgage divisions
and their international subsidiary reinsurance division. She served
as the chief transformation officer of Arch Capital Group Ltd until
2019, leading a global programme to grow business and improve
operational efficiency. Michelle has been named as one of
100 Influential Women in Insurance and Reinsurance by
Intelligent Insurer. She is a member of the Chartered Professional
Accountants of Bermuda and the Institute of Directors.
External directorships:
Transport Intermediaries Mutual
Association Ltd., Bermuda Public
Accountability Board, Muuvment,
Association of Bermuda International
Companies, Centennial Foundation,
Prismic Life Reinsurance, Ltd, Prismic
Life Holdings GP LLC, Prismic Life
Holding LP.
CHL Board Committee
memberships:
Audit Committee and
Nomination Committee.
43
Board of Directors continued
Stephen Redmond
Independent Non-Executive Director
Appointed to the Board: 14 May 2024
Skills and experience:
Stephen Redmond has worked in the insurance industry for in
excess of 45 years and brings extensive insurance and reinsurance
experience to the Board. Stephen commenced his career at
General Accident before joining Eagle Star. During this time,
he became one of the leading marine underwriters in the
London Company market.
Stephen joined Württembergische Versicherung AG in 1999. From
2002–2019 he served as managing director of Württembergische.
In 2008 Württembergische formed Antares Syndicate 1274, where
Stephen was active underwriter. Antares Managing Agency was
subsequently formed in 2010 and Stephen served as managing
director until the business was successfully sold in 2014. Stephen
assumed the role of chief transformation officer for 2019–2020.
Stephen is FCII qualified and has held the roles of chairman of The
Institute of London Underwriters, and of the Joint Hull Committee.
During his career Stephen has also been a member of numerous
London Market Committees.
External directorships:
Asta Managing Agency Ltd.
CHL Board Committee
memberships:
Remuneration Committee and
Nomination Committee
Greg Lunn
General Counsel and Company Secretary
Appointed: 3 November 2020
Skills and experience:
Greg Lunn is General Counsel and Company Secretary and leads
the compliance function.
Greg is an experienced lawyer who has held a number of senior
in-house legal positions in the global insurance industry over
the last 25 years. His most recent role in the industry was group
general counsel for Lancashire Holdings Limited. Prior to this role,
he spent 10 years performing various legal and compliance roles
at the ACE Group, including legal counsel for ACE in Europe and
compliance counsel at ACE Holdings Limited.
Greg is responsible for all legal and corporate secretarial aspects
of the Group’s business including governance structure, regulation,
and compliance. Greg serves on the board of CRL and is a member
of the Executive Committee.
44
Board of Directors continued
Introduction
With an effective and efficient governance
framework to facilitate its oversight role,
to support Conduit's strategic aims, the
Board has overseen another year of solid
returns in challenging conditions. Having
conducted a planned evolutionary refresh
over the last two years (with the retirement
and replacement of two non-executive
directors) the Board continues to be
well positioned to lead the delivery of
sustainable long-term returns through
the market cycle.
We measure corporate governance and
compliance against the requirements of The
UK Code. We also monitor our compliance
with applicable governance requirements
under Bermuda law and regulations and,
to ensure it retains decision-making power
over material matters at an appropriate
level, a schedule of matters reserved for
Board decision is maintained and reviewed
by the Board on a regular basis.
In 2024, in addition to face-to-face
quarterly Board and committee meetings,
information and education sessions on
important topics were held, for example
on changes in the UK Listing Rules,
a refresher on the UK Market Abuse
Regulations, and changes to The UK Code
in 2024.
Feedback from the internally facilitated
2024 Board effectiveness evaluation
reflected that, while there are opportunities
for continuous improvement, overall the
atmosphere in the boardroom allows for
open contribution, constructive debate,
candid discussion and critical thinking,
supported by a high quality of written
reports and presentations.
In May, the Board met over two days to
review Conduit’s business strategy and
related topics of relevance to the business.
Subjects covered included:
•
a reminder of the current strategy and
Conduit's progress scorecard across
key areas;
•
an updated broker's view of the
reinsurance market and Conduit;
•
an external view on the advances in
artificial intelligence (AI) in reinsurance;
•
looking ahead to trade in and take
advantage of a changing market;
•
maximising value; and
•
emerging risks.
Conduit's current strategy, updated in light
of actual market conditions and updated
forecasting, covering a three- to five-year
horizon, was affirmed in 2024 by the Board.
Dividend policy and dividend payments
Conduit may pay dividends at such times
and in such amounts as the Board
determines appropriate and subject to the
Board being satisfied that to do so will not
prejudice CRL’s ability to maintain at least
an AM Best A– (Excellent) Financial
Strength Rating and subject to applicable
law and regulations.
Conduit expects to generate significant
returns over time for its shareholders and
to provide an ongoing and progressive
dividend, recognising that some earnings
fluctuations are to be expected. Conduit
is targeting a dividend of $0.36 which is
approximately 5% to 6% of equity capital
raised at the IPO, allocated between
an interim and final distribution. On
18 February 2025, Conduit’s Board of
Directors declared a final dividend for
2023 of $0.18 (approximately £0.14) per
Common Share, which will result in an
aggregate payment of $29.7 million. This
final dividend followed an interim dividend
of $0.18 (approximately £0.14) per
Common Share declared on 30 July 2024.
45
Introduction to Corporate Governance
With an effective and
efficient governance
framework to facilitate its
oversight role, to support
Conduit's strategic aims,
the Board has overseen
the delivery of another
year of strong growth
in challenging conditions.
Neil Eckert, Executive Chairman
Depending on Conduit’s results and
general market conditions, CHL may also
from time to time consider the payment
of special dividends and returns of capital
to shareholders by way of share buybacks.
Special dividends (if any) are likely to vary
significantly in amount and timing.
All dividends and returns of capital will be
subject to the future financial performance
of Conduit, including results of operations
and cash flows, Conduit’s financial position
and capital requirements, rating agency
considerations, general business conditions,
legal, tax, regulatory and any contractual
restrictions on the payment of dividends
and any other factors the Board deems
relevant in its discretion, which will be taken
into account at the time.
Share purchases by Conduit's EBT
During 2024, Conduit's EBT continued
with on-market purchases of Conduit's
shares. Shares purchased are held in the
EBT to meet future obligations under
CHL’s variable incentive schemes. Unless
specifically directed by CHL, the Conduit
EBT Trustee will abstain from exercising
its voting rights over the shares held by
the Conduit EBT at any general meeting
of CHL. If CHL directs that the Conduit EBT
Trustee may vote, CHL cannot direct the
manner in which the Conduit EBT Trustee
exercises its votes.
Further details of the share purchases are
set out in the Directors’ Report on page 95
and in note 17 to the consolidated financial
statements on page 159.
Opportunities and risks
With pricing conditions remaining stable
throughout 2024, at an attractive level
albeit with variability by class, we continued
to take advantage of the opportunity for
our portfolio to produce margin. Conduit's
core underwriting strategy remains
consistent: growing our portfolio while
maintaining a careful balance under
favourable market conditions. We have
increased our annual premiums written
by continuing to deploy our capacity
into classes with the best expected
return profiles.
2024 was another active year of natural
and man-made catastrophe events around
the world, with insured natural catastrophe
losses exceeding $140 billion. These events
have served as a reminder to the industry
that discipline must be maintained in
order to earn an adequate return. Generally
we have continued to observe rational
behaviour in the market after multiple
years of compounding rate increases.
The uncertainties we have noted in prior
reports continue to influence the market
conditions we have experienced including,
but not limited to:
•
the future impact of climate change;
•
heightened geopolitical uncertainties;
and
•
economic and social inflation.
We believe that we continue to be in a
strong position to incorporate the potential
impact of these risks into our underwriting
and reserving.
Although we go to great efforts to manage
the volatility in our underlying exposures,
our exposure to loss events in 2024 is a
reminder that we are in the business of
protecting our clients against uncertainty.
Consequently, our underwriting results will
always be subject to the vagaries of major
loss events, both natural and man-made.
A set of risk factors is set out in section 3
of the notes to the consolidated financial
statements on page 120.
Stakeholder engagement
We place great importance on obtaining
feedback from stakeholders to factor into
our governance considerations.
Malcolm Furbert, charged with employee
engagement, continued his role with
diligence and enthusiasm by meeting
regularly with Heather Mello, our Head of
Human Resources, and with Stuart Quinlan,
Deputy CEO and COO.
Executives have continued to hold regular,
routine quarterly update meetings with
CRL's regulator, the BMA, to keep the
regulator apprised of business progress
and other developments at CRL.
I, together with the Head of Investor
Relations, and often the CEO and the
CFO, have held numerous meetings
with shareholders, in addition to hosting
quarterly investor and analyst calls.
More information on our stakeholder
engagement is contained in the
Section 172 Report on page 36.
46
Introduction to Corporate Governance continued
Purpose, values, strategy and culture
Our core values shape everything we do
and play a key role in helping us to set
strategy and achieve our objective of
growing a reinsurance business that will
stand the test of time. We expect all
directors and employees of Conduit to
consider and apply these core values when
making decisions, when carrying out duties
and when representing Conduit.
Our culture can be characterised as follows:
•
An open and transparent approach
where all ideas are welcome, and
mistakes are a part of developing
and learning.
•
Information sharing is a daily
occurrence.
•
Communications are strong, constant
and not just top down.
•
Everyone is welcome and can be
themselves – we embrace individuality
and recognise that inclusivity will not
only create a positive environment but
will enhance our overall achievements.
•
We are a lean group where everyone
works hard.
•
Formality and hierarchy is kept to a
minimum and flexibility and responding
to individual needs is key.
•
A trust-based culture, rather than one
of rules, where decisions are taken
quickly.
•
Significant opportunities for developing
skills and careers. Potential will be
identified, and colleagues will be
appointed into new roles wherever
possible and will be supported in
realising their potential through training
and coaching.
•
A vibrant, fun environment where
working as a team is a given and a
pleasure. Our people like and want to
work together.
•
We celebrate success.
•
We embrace technology.
In-camera sessions
In addition to the activities of each of
the committees described in the respective
reports below, regular in-camera sessions
of the independent directors, led by the
Senior Independent Director, were held at
each regularly scheduled Board meeting
without management present.
Induction
All of the CHL Non-Executive Directors
went through an induction process,
covering their duties and responsibilities
as Directors of a company whose shares
are admitted to trading on the main market
of the LSE.
Stephen Redmond, the most recent
Board appointee, was taken through a
comprehensive induction process as part
of his appointment to the Board in 2024.
Feedback from the strategy days held
in May was that the sessions were highly
informative and educational, assisting the
Board in gaining further valuable insights
into the business of Conduit which will
help strengthen the Board’s oversight
of the business.
The year ahead
In 2025 our governance will be focused on:
•
continuing to support the execution of
the strategy;
•
continuing execution of the Board's
succession plan;
•
enhancements to Board reports,
management of meetings and director
education; and
•
continuing to review and update
Conduit's control environment as
necessary as part of Conduit's drive for
continuous improvement.
Neil Eckert
Executive Chairman
26 February 2025
47
Introduction to Corporate Governance continued
The UK Code
On 29 July 2024 the Financial Conduct
Authority's new UK Listing Rules came into
force. Conduit's shares were automatically
included in the EST category of listing.
The EST category was created to enable
existing standard segment companies, such
as Conduit, to continue 'as they are' for the
time being, and its rules are based on the
current standard segment rules.
As a Bermuda company, whose shares are
included in the transition listing category
and admitted to trading on the LSE,
Conduit is not required to comply,
or otherwise explain non-compliance, with
the requirements of The UK Code published
by the FRC in July 2018 (and which applies
in respect of the reporting period covered
by this report). However, Conduit
has chosen to comply (or explain non-
compliance) with The UK Code, because
the Board is committed to the highest
standards of corporate governance.
Compliance statement
The Board considers that for the financial
year ended 31 December 2024, Conduit has
complied with the provisions of The UK
Code, save that:
•
Conduit did not comply with Provision
10 of The UK Code as Neil Eckert is
Executive Chairman and was not
independent at appointment as he was
a founder of Conduit. However, 67% of
the Board (excluding the Chair) are
Non-Executive Directors whom the
Board considers to be independent,
and the roles of Chair and CEO are
not exercised by the same individual.
Further, the Board believes that
effective business leadership is provided
by Neil Eckert as Executive Chairman
and Trevor Carvey as CEO, while at
the same time appropriate checks and
balances and scrutiny will be maintained
through the balance of the Board as
a whole, the strong and relevant
experience of the independent Non-
Executive Directors and the clear
separation of duties between the Senior
Independent Director, the Executive
Chairman and the CEO, as set out in
the Schedule of Responsibilities which
is available on Conduit's website.
•
In one respect, Conduit does not comply
with Provision 37 of The UK Code which
provides that remuneration schemes
and policies should enable the use
of discretion to override formulaic
outcomes. At the time of Conduit's
establishment, it was determined that an
absolute calibration to the Management
Incentive Plan (MIP) programme with
no discretionary assessment was
appropriate in the circumstances. The
MIP was put in place prior to the IPO,
and no further MIP awards will be made.
Malus and clawback provisions apply
to the MIP programme. Further details
can be found in the IPO Prospectus
and p. 37 of the 2020 Annual Report
and Accounts
Governance framework
Conduit maintains a relatively simple
corporate structure and governance
framework. The Board maintains
overall responsibility for Conduit and
has established an Audit Committee, a
Nomination Committee and a Remuneration
Committee – whose terms of reference
are available on Conduit's website and
which are updated as necessary. It has
also established a non-board advisory
committee focused on Conduit’s approach
to ESG, which is chaired by Lord Nicholas
Soames, a senior and independent industry
figure who is not otherwise involved with
Conduit as a Director or Officer.
The Audit Committee oversees the
effectiveness of management’s processes
for monitoring and reviewing the
effectiveness of risk management
and internal control systems in relation to
Conduit's financial reporting processes,
further details of which are set out on
pages 57 to 62.
In relation to the day-to-day operations
in Conduit’s reinsurance business, the CHL
Board relies on a strong Board at the CRL
operating company level, which includes
four Independent Non-Executive Board
Members (Ken Randall (Chair), Malcolm
Furbert, Elizabeth Murphy and Michelle
Seymour Smith) who serve at both the CHL
Board and CRL operating company Board
level, each of whom has extensive board
and operational level experience of
regulated reinsurance companies in Bermuda.
The CRL Board has, in turn, established
four sub-committees: Risk, Capital
and Compliance; Audit; Strategy; and
Underwriting. It has also established
an Executive Management Committee
comprising of the CEO and other
Senior Executives.
CRL operates a strict 'three lines of
defence' model with all second-line
functions (for example reserving, risk and
compliance) reporting to either the Audit
Committee, the CRL Risk, Capital and
Compliance Committee or the Board; and
the third line (Internal and External Audit,
Independent Loss Reserve Specialist)
reporting to the CRL Audit Committee.
While four Independent Non-Executive
Directors serve on the Board of CRL, all
Independent Non-Executive Directors
are encouraged to attend as observers
at any Board or Board Committee
meetings across Conduit, particularly
at CRL. Conduit is committed to open
and transparent governance.
Conduit has a comprehensive set of
policies and procedures aimed at bolstering
governance and compliance. Conduit's
code of conduct, whistleblowing policy and
procedures, and other compliance policies
and procedures, including policies covering
anti-bribery and corruption, anti-money
laundering and anti-terrorism financing,
anti-trust and anti-competitive practices,
confidentiality of information, conflicts
48
Corporate Governance and Compliance with the
UK Corporate Governance Code
of interest and gifts and hospitality,
discrimination, and environment, health
and safety are made available to staff via
the Conduit intranet. Regular compliance
training is provided. Conduit has contracted
an external independent specialist
whistleblowing service provider to enable
staff to report whistleblowing incidents,
anonymously or otherwise, over the phone
or in writing via online submission.
The Board
Conduit has a Board with a strong blend
of experience and expertise in diverse
professional backgrounds including
insurance and other financial services,
accounting, regulatory, governance and
other areas. The Board has overseen and
will continue to oversee Conduit's trading
and operation as a public company.
Biographical information for each of the
current Directors of Conduit, including
each Director's experience, qualifications,
attributes and skills is on pages 41 to 44.
Succession planning was discussed at both
Nomination Committee and Board level in
2024 and will continue to be a key topic for
2025. More information is contained in the
Nomination Committee Report on page 53.
Non-Executive Director independence
The UK Code recommends that at least
half the Board of Directors of a UK-listed
company, excluding the Chair, should
comprise Non-Executive Directors
determined by the Board to be independent
in character and judgement and free from
relationships or circumstances that may
affect, or could appear to affect,
this judgement.
The Board has determined that all of the
Non-Executive Directors (being Rebecca
Shelley, Malcolm Furbert, Elizabeth Murphy,
Ken Randall, Stephen Redmond, and
Michelle Seymour Smith) are free from
any business or other relationship that
could materially interfere with the exercise
of their independent judgement and are
therefore 'independent Non-Executive
Directors' within the meaning of The
UK Code.
Conduit has three executive directors
(including the Executive Chairman) and
six independent non-executive directors.
As part of the Board's planned succession,
Sir Brian Williamson stood down from the
Board on 15 May 2024. For the purposes
of this report Sir Brian was also determined
to be an Independent Non-Executive
Director within the meaning of The UK
Code during the tenure of his appointment.
Board meetings and attendance
The Board schedules meetings quarterly
and receives additional updates as required
on topics of importance arising in the
months where no formal meetings are
scheduled. Additional meetings have
been and will be arranged as necessary,
including in relation to the business of
the committees. All Directors receive an
agenda and meeting packs in advance
of the meetings. As part of its risk
management, Conduit follows regulatory
and tax operating advice and guidelines,
common for groups established in
Bermuda, that require the situs of Conduit's
Board and Committee meetings and
decision-making to be Bermuda. The
number of Board and committee meetings
attended by each Director for the purposes
of Provision 14 of The UK Code in the year
ended 31 December 2024, relative to the
number of meetings held during their time
in office, was as follows:
49
Corporate Governance and Compliance with the
UK Corporate Governance Code continued
Board
Nomination
Committee
Remuneration
Committee
Audit
Committee
Neil Eckert
4/4
n/a
n/a
n/a
Trevor Carvey
4/4
n/a
n/a
n/a
Elaine Whelan
4/4
n/a
n/a
n/a
Sir Brian Williamson1
2/2
2/2
2/2
n/a
Rebecca Shelley2
4/4
4/4
4/4
n/a
Malcolm Furbert
4/4
4/4
4/4
n/a
Elizabeth Murphy
4/4
4/4
n/a
4/4
Ken Randall
4/4
4/4
4/4
4/4
Stephen Redmond3
2/2
2/2
2/2
n/a
Michelle Seymour Smith
4/4
3/4
n/a
3/4
1.
Sir Brian Williamson stepped down from the Board and related Board Committees on 15 May 2024
2.
Rebecca Shelley was appointed on 21 February 2024 to serve as Senior Independent Director of the
Board, and she was also appointed to serve as Chair of the Remuneration Committee on 15 May 2024
3.
Stephen Redmond was appointed on 14 May 2024 to serve on the Board, and he was also appointed
to serve on the Remuneration and Nomination Committees on 14 May 2024
Board responsibilities
The Board is responsible for leading and
controlling CHL, and has overall authority
for the management and conduct of its
business, strategy and development.
The Board is also responsible for ensuring
the maintenance of a sound system of
internal controls and risk management
(including financial, operational and
compliance controls) and for reviewing the
overall effectiveness of systems in place as
well as for the approval of any changes to
the capital, corporate and/or management
structure of Conduit.
To ensure transparency and accountability
of the business to the Independent Non-
Executive Directors, the CHL Board was
invited to attend (and did attend) CRL
Board-level and Underwriting Committee
meetings, and is provided with all minutes
and records of subsidiary Board and
committee meetings. The Board has
established procedures for Directors to
take independent professional advice at
the expense of Conduit in the furtherance
of their duties. Each Director also has
access to the General Counsel & Company
Secretary to ensure that good governance
and compliance is implemented
throughout Conduit.
The division of responsibilities between
the Executive Chairman, CEO and Senior
Independent Director is summarised below
and is available in full on Conduit's website.
50
Corporate Governance and Compliance with the
UK Corporate Governance Code continued
Executive Chairman
CEO
Senior Independent Director
Ensures the effective running of the Board and supports
the CEO in an advisory role in the execution of the CEO's
responsibilities (including with respect to ESG matters), makes
sure that the views of the Board and shareholders are taken
into account, and acts as the primary ambassador for Conduit
in respect of Investor Relations and ESG matters.
Leads the executive management team in the day-to-day
management of the Group to pursue Conduit’s commercial
objectives and execute and deliver Conduit's strategy,
as approved by the Board.
Ensures that there is a culture of openness and debate,
in particular by facilitating the effective contribution of
Non-Executive Directors and ensuring constructive
relations between Executive and Non-Executive Directors.
Ensures that the Board as a whole plays a full and constructive
part in the development and determination of Conduit's strategy
and overall commercial objectives, with due consideration to
Conduit's responsibilities to its shareholders, its suppliers,
clients, customers, employees and other stakeholders.
Ensures, with the executive management team, that Board
decisions are implemented effectively and that significant
decisions made by the executive management team are
communicated to the Board in line with granted authority.
Is available to shareholders if they have concerns that
contact through the normal channels of the Executive
Chairman or other Executive Directors has failed to
resolve or for which such contact is inappropriate.
Shapes the culture in the boardroom, encouraging all Directors
to engage in Board and Committee meetings by drawing
on their skills, experience and knowledge; and fostering
relationships based on trust, mutual respect and open
communication – both in and outside the boardroom –
between Non-Executive Directors and the executive team.
Provides clear leadership, inspires and supports Conduit's
employees in all areas of Conduit's business, including the
development of ideas, products and operations. Ensures
that there is effective communication by Conduit with its
workforce, including with respect to governance matters.
Assists in the maintenance of the stability of the Board
and Company, particularly during periods of stress.
Promotes the highest standards of integrity, probity and
corporate governance throughout Conduit and particularly
at Board level.
Manages Conduit’s risk profile, with the CRO and other
members of the executive, in line with the extent of risk
identified as acceptable by the Board, and ensures that
appropriate internal controls are in place.
Acts as a sounding board for the Executive Chairman,
providing support in the delivery of the Executive
Chairman’s objectives.
51
Corporate Governance and Compliance with the
UK Corporate Governance Code continued
Board activities
In addition to monitoring closely Conduit’s
core underwriting business, Board activities
in 2024 were focused on overseeing the
continued growth of the business. The
Board received regular written and oral
reports from executive management on
the financial and operational performance
of the business, including developments
in: human resources (covering both
recruitment and career development
for existing employees), information
technology, operations, legal, compliance
and corporate governance. The Board also
participated in a session held over two
days to review strategy considering the
wider market and risk environment. It was
determined that there would be no changes
to the strategy, the objective of which is
to build a sustainable business for the long-
term benefit of our stakeholders and to
deliver profitability and a mid-teens RoE
across the cycle. Board meetings were
held in Bermuda to approve all key actions,
documentation and agreements.
Workforce engagement mechanism
Malcolm Furbert acts as Conduit's
Non-Executive Director responsible for
workforce engagement. See details in the
Section 172 Statement on page 36.
Board effectiveness
Each year, the effectiveness of the Board,
its committees and the individual directors
are evaluated as part of our Board's desire
for continual improvement.
In 2023 an externally facilitated evaluation
was completed, and the findings were
reported in the 2023 Annual Report and
Accounts. In 2024 the Board continued to
act on the recommendations which arose
from that evaluation and improvements
were made to the management of meetings
and materials. In addition, an identified
opportunity to improve the range and
balance of skills on the Board was taken
with the appointment of Stephen Redmond
as an independent non-executive director.
For the financial year end 2024 an internal
evaluation was carried out which sought
the views of the directors, the Company
Secretary, and other senior executives.
The evaluation consisted of (i) an online
questionnaire which covered various topics
including board dynamics and composition,
meeting management, strategic oversight,
the workings of Board committees,
succession planning and (ii) face-to-
face interviews conducted by the
Senior Independent Director. During the
interviews additional insights were obtained
including on the performance of individuals.
Participants gave feedback on the working
of the Board and its committees, on the
governance of and information flow from
CHL’s operating subsidiary CRL and CRL’s
committees, and on other matters that
participants wished to raise.
The evaluation confirmed that, while
there were opportunities for further
improvement, the Board, its committees
and the governance of CHL, and oversight
of CRL, were working effectively across
all areas covered.
Based on the feedback obtained in the
2024 evaluation, in 2025 the Board will
continue to focus on the development of
executive management and their direct
reports as part of long-term succession
planning, as well as some further
enhancements to Board reporting
and the content of materials.
Conclusion
The Board believes that it has applied
the Principles of The UK Code in a manner
that is consistent with the company’s
values and objectives. We are committed to
continuous improvement in our governance
practices and will continue to review and
enhance our approach to corporate
governance.
52
Corporate Governance and Compliance with the
UK Corporate Governance Code continued
During the year, the
Committee focused
on Succession Planning
for both the Board and
Conduit's executive
management.
Introduction
I am pleased to present my report on the
activities of the Nomination Committee
(the Committee) for the year ended
31 December 2024,
2024 saw the continued implementation
of our Board succession plan. In May,
Sir Brian Williamson stepped down from
the Board and we welcomed Stephen
Redmond to the Board. An independent
specialist search agency, Heidrick &
Struggles, with no other connection
to Conduit, was appointed to identify
and assess Independent Non-Executive
Director candidates, including Stephen.
Rebecca Shelley, having succeeded Sir
Brian as Senior Independent Director in
February, took over from Brian as Chair
of the Remuneration Committee in May.
Brian sadly passed away in October.
His experience and expertise was hugely
appreciated through the formation and
growth of Conduit in its first three years
of operation. It was privilege to have him
on the Board and his contributions will
be missed.
The Nomination Committee also focused
on the development of executive and
senior management succession plans.
In doing so, the Nomination Committee
has been mindful that Conduit has just
under 70 employees and a flat
management
structure operating from one location in
Bermuda, which itself is a small specialised
labour market. This poses some challenges
for succession in balancing tangible
incremental development and internal
promotions on the one hand, and external
recruitment on the other. Conduit is also
mindful of the rapid deployment of artificial
intelligence, which is likely to have a rapid
and profound impact on many aspects of
underwriting and managing in the
insurance business.
Nomination Committee membership
In 2024, the Nomination Committee
members were Ken Randall (Chair),
Sir Brian Williamson, Malcolm Furbert,
Elizabeth Murphy, Stephen Redmond, who
joined the Committee in May 2024, Michelle
Seymour Smith and Rebecca Shelley.
53
Nomination Committee Report
Name
Appointed to the
Committee
Maximum
possible
meetings
Meetings
attended
Ken Randall
18 November 2020
4
4
Elizabeth Murphy
18 November 2020
4
4
Sir Brian Williamson1
18 November 2020
2
2
Malcolm Furbert
18 November 2020
4
4
Stephen Redmond 2
14 May 2024
2
2
Michelle Seymour Smith
22 February 2022
4
3
Rebecca Shelley
24 July 2023
4
4
1.
Sir Brian Williamson left the Committee when he stepped down from the Board on 15 May 2024
2.
Stephen Redmond was appointed to the Nomination Committee on 14 May 2024 and was only eligible
to attend two of the four meetings held in 2024.
Ken Randall, Committee Chair
Independence and experience
All Nomination Committee members are
Independent Non-Executive Directors, each
with many years of relevant experience
serving as directors and/or working in the
reinsurance industry. Detailed biographies
are available on pages 41 to 44.
An annual review of the Nomination
Committee membership was completed
and, based in part on the results of the
recently conducted Board effectiveness
evaluation pertaining to the work of the
Nomination Committee, I am satisfied that
the current members are each independent
and capable of carrying out the Nomination
Committee roles and responsibilities.
Role and responsibilities
The Nomination Committee’s duties are
set out in its terms of reference, which are
available on Conduit’s website, The duties
include, but are not limited to:
•
director induction, training and
development.
•
ensuring succession plans are in place
for the Board and senior management.
•
setting objectives and policy for Board
and senior management diversity.
•
identifying and nominating candidates
to fill Board vacancies.
Details on how the Nomination Committee
performed these key responsibilities
in 2024 are set out in the remainder
of this report.
2024 meetings
The Nomination Committee is required
to meet at least twice annually, or more
frequently if required, to discharge its
duties. In 2024, there were four Nomination
Committee meetings. In addition to the
members, other individuals such as the
Executive Chairman, the CEO and the Head
of Human Resources attended all or part
of the meetings.
Effectiveness evaluation
The Committee reviewed the results of
the Board effectiveness evaluation for
the period ending 31 December 2024 as
described on page 52.
The 2024 evaluation raised no concerns
regarding the Board’s composition or
diversity, or how effectively members
worked together to achieve objectives.
The evaluation did identify individual areas
for improvement as set out on page 52
but, overall, no concerns were identified
in respect of Non-Executive Director
independence, performance, or external
time commitments.
Board and Committee composition
and succession planning
As noted in my introductory remarks,
continued implementation of the Board
succession plan was a priority in 2024.
In addition, work has continued on
succession planning for other key
leadership positions within Conduit.
In the meantime, Conduit maintains a
robust emergency succession plan for the
Board and senior management. The plan
was reviewed by the Committee in 2024.
Board gender split
Executive Committee direct reports gender split
Director induction and training
An appropriate and comprehensive plan
is in place for inducting new Directors and
Conduit’s leadership team. Induction is
tailored to the needs of each individual
but includes meetings with the executive
leadership team, department heads and
advisers, technical briefings and office
visits. Stephen Redmond participated in the
induction programme during the process
for his appointment to the Board.
The strategy and planning sessions held
in May 2024 also contained a training
aspect for Directors. Diverse topics were
presented and discussed, including a review
of a broker's view of Conduit Re and
approach to building the relationship, a
review of the reinsurance market, Conduit's
current strategy and market positioning,
threats and opportunities, cycle, Conduit's
approach to technology including the
impact of artificial intelligence, and
consideration of stock market perception
of Conduit.
Diversity and inclusion
Diversity and inclusion has been a priority
since Conduit’s inception. Management
and the Board believe that valuing
diversity and inclusiveness is important
in enabling us to achieve our vision
to create unmatched value for our
customers, colleagues, business partners
and shareholders.
54
Nomination Committee Report continued
l Male 64%
l Female 36%
l Male 56%
l Female 44%
Conduit's Diversity and Inclusion Policy
reflects our principles for recruitment
and advancement at all levels of Conduit
and underlines the fact that Conduit
is committed to recruiting, retaining
and developing people with diverse
backgrounds and experiences at all levels
of Conduit’s business, in a truly inclusive
environment.
As an equal opportunities employer,
Conduit does not tolerate discrimination
or harassment of any kind in any aspect
of employment. Conduit fully supports and
celebrates differences, which could include
but are not limited to race, age, gender,
gender identity, sexual orientation,
disability, beliefs, background (except
as may be pertinent to the requirements
of a role, such as educational qualifications
or prior employment experience), socio-
economic group, family or marital status,
or nationality.
As at 31 December 2024, 44% of the Board
was female.
55
Nomination Committee Report continued
The tables below set out data about the sex and ethnicity of the Board and executive management as at 31 December 2024, in the format
prescribed by the UK Listing Rules.
Gender/sex diversity at 31 December 2024
Number of
Board
members
Percentage
of the Board
Number of
senior
positions on
the Board
(CEO, CFO,
SID and
Chair)
Number in
executive
management
Percentage
of executive
management
Men
5
56 %
2
7
88 %
Women
4
44 %
2
1
13 %
Other categories
0
— %
0
0
— %
Not specified/prefer not to say
0
— %
0
0
— %
Ethnic diversity at 31 December 2024
Number of
Board
members
Percentage
of the Board
Number of
senior
positions on
the Board
(CEO, CFO,
SID and
Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White (including minority-white groups)
8
89 %
4
8
100 %
Mixed/Multiple Ethnic Groups
0
— %
0
0
— %
Asian/Asian British
0
— %
0
0
— %
Black/African/Caribbean/Black British
1
11 %
0
0
— %
Other ethnic group, including Arab
0
— %
0
0
— %
Not specified/prefer not to say
0
— %
0
0
— %
Priorities for 2025
In 2025 the Committee will continue
to focus on implementation of Board
succession and on completing the
establishment of a long-term succession
plan for executive management and their
direct reports, all with a view to satisfying
Conduit’s medium- to longer-term
succession needs at Board and senior
management levels. This will include
implementation of personal development
plans.
Ken Randall, Chair
Nomination Committee
26 February 2025
56
Nomination Committee Report continued
In 2024, in addition to its
normal duties, the Audit
Committee focused on
ensuring that IFRS 17 was
embedded into 'business as
usual' and also reviewed the
effectiveness of both external
and internal audit.
Introduction
As Chair of the Audit Committee, I am
pleased to present my report for the
financial year ended 31 December 2024,
detailing the Audit Committee’s activities
during the year, how it has discharged
its responsibilities and the key topics
it has considered.
One of the main areas of focus was
ensuring that IFRS 17 was embedded into
'business as usual'. The Audit Committee
also conducted detailed reviews of the
effectiveness of the external and internal
audit functions.
Audit Committee membership
The Audit Committee membership is
comprised of Independent Non-Executive
Directors. For the full year 2024, the
members were Elizabeth Murphy, Ken
Randall and Michelle Seymour Smith.
The Audit Committee membership is the
same for CRL, which strengthens governance
and oversight of Conduit’s main operating
subsidiary.
2024 meetings
The Audit Committee held four meetings
during the year. Members of senior
management and external and internal
auditors were invited to present at each
meeting. The Audit Committee also met
privately with the external and internal
auditors and in executive session with
the CFO alone. The Chair of the Audit
Committee also held regular meetings
with the CFO and the external and internal
auditors outside of the formal Audit
Committee meetings.
There were no points of concern arising
out of the Board’s performance review
regarding the Audit Committee’s
performance during 2024.
57
Audit Committee Report
Name
Appointed to the
Committee
Maximum
possible
meetings
Meetings
attended
Elizabeth Murphy
18 November 2020
4
4
Ken Randall
18 November 2020
4
4
Michelle Seymour Smith
15 September 2021
4
3
Elizabeth Murphy, Committee Chair
Independence and experience
All Audit Committee members are
Independent Non-Executive Directors with
recent and relevant financial experience
and competence in accounting and/or
audit, and all have competence relevant
to the reinsurance sector in which Conduit
operates. Detailed information on the
Audit Committee members’ experience
and qualifications is set out in the Directors’
biographies on pages 41 to 44.
Role and responsibilities
The Audit Committee is required to carry
out duties in the areas listed below for CHL
and Conduit as a whole, as appropriate:
•
Assessing the integrity of Conduit's
financial reporting and satisfying itself
that any significant financial judgements
and estimates made by management
are sound.
•
Keeping under review internal controls
and risk management systems.
•
Reviewing compliance and fraud
procedures and controls.
•
Monitoring and reviewing the
effectiveness of the internal audit
function.
•
Advising on the appointment of the
external auditor and overseeing the
relationship with the external auditor,
including their independence and
effectiveness.
More details around how these key
responsibilities were performed are set
out below. The Audit Committee’s terms
of reference are available on Conduit’s
website.
The Audit Committee provided a report
on its activities to the Board every quarter.
Assessing the integrity of
financial reporting
The Audit Committee reviewed Conduit's
quarterly trading updates, interim
unaudited condensed consolidated
financial statements and the annual audited
consolidated financial statements for the
purposes of recommending their approval
by the Board. The Committee also reviewed
and considered written analysis from
management detailing areas of significant
judgement and estimation in the preparation
of the consolidated financial statements.
Throughout the year the CFO and the Audit
Committee Chair met regularly by phone
and in person to discuss matters related
to the preparation and presentation of
Conduit's consolidated financial statements,
including the progress of the external audit.
The Audit Committee received reports from
the external auditors on the consolidated
financial statements, including an interim
review report and a year-end audit results
report. These reports were discussed with
the external auditors at the Audit Committee
meetings, both with management present
and with the Audit Committee in private
session. No significant external audit issues
were identified.
The Audit Committee also received regular
and ad-hoc reports on the following:
•
Accounting treatment and policies
in respect of business and investment
activities.
•
Loss-reserving developments and the
reserving process including embedding
new processes which are in place as
a result of implementing IFRS 17 in the
prior year.
•
Recruitment and development within
the finance, risk and actuarial teams.
•
Accounting and financial reporting
developments.
•
The effectiveness of Conduit's control
environment and the integrity of
external financial reporting.
•
The oversight of corporate and risk
culture through the reporting of the
internal audit and risk management
functions.
•
Finance reports from CRL including
with respect to BMA filings (via the
overlap with the CRL Audit Committee).
•
Significant judgements and estimates
and going concern assessments.
•
Management’s assessment of fraud risk.
In addition, the Audit Committee
reviewed and recommended to the Board
for approval the 2023 ESG
and ClimateWise reports for publication on
Conduit's website in 2024.
Keeping under review internal controls
and risk management systems
The Board has ultimate responsibility for
ensuring the maintenance by Conduit of
a robust framework of internal control
and risk management systems. To assist
the Board in discharging its obligations,
the Audit Committee is charged with
keeping under review the adequacy and
effectiveness of Conduit's internal financial
controls and internal control and risk
management systems. The system of
internal controls is designed to manage
rather than eliminate the risk of failure to
achieve business objectives, and can only
provide reasonable, not absolute, assurance
against material misstatement or loss.
58
Audit Committee Report continued
During 2024, the Audit Committee
received quarterly reports from Conduit's
CRO covering:
•
risk events, including control failures,
and commentary on Conduit's
risk profile;
•
risk appetite and tolerance statement
compliance;
•
capital adequacy; and
•
an update on any changes to previous
assessments of risk.
The Committee reviewed management's
assessment of the effectiveness of the
risk management and control environment
and noted areas for further enhancement
and actions for improvement that were
identified during the year. The Committee
also continued to review and approve
applicable policies and arrangements.
All members of the Audit Committee also
participated in discussions on emerging
risks and were briefed on Conduit's
response. The Audit Committee also
received updates on the ongoing
development and enhancement of
information technology systems.
The Audit Committee reviewed the
internal audit plan and amendments
thereto, and received reports on internal
audits performed during the year and
management's responses.
Further detail of the emerging and principal
risks affecting Conduit, including those
matters that have informed the Board’s
assessment of Conduit’s ability to continue
as a going concern, as well as the risk
mitigation procedures in place to
identify and manage them, can be found
in the risk disclosures on page 120 onwards
of the Annual Report and Accounts.
Reviewing compliance and fraud
procedures and controls
The Audit Committee received regular
compliance reports from the General
Counsel, covering:
•
regulatory interactions with the BMA,
regulatory reporting and updates
on the regulatory environment;
•
corporate governance updates;
•
the status of the compliance plan
execution;
•
compliance and regulatory training; and
•
review of compliance policies, including
anti-money laundering, anti-bribery
and financial crime, conflicts of interest,
whistleblowing, sanctions and Conduit’s
code of conduct.
Along with the rest of the Board, the
members of the Audit Committee
participated in refresher training covering
the UK market abuse regulations and
Conduit's related disclosure processes.
The Audit Committee continued to review
and discuss amendments to The UK Code
which will come into force from 1 January
2025. Management will continue to monitor
developing control reporting requirements
and ensure adequate plans are in place
to implement changes and report on
compliance as required.
The Audit Committee received reports
on the number of whistleblowing cases
reported to Conduit’s whistleblowing
service. The Audit Committee reviewed
and approved updates to Conduit's
whistleblowing policy and procedure
in 2024.
The Audit Committee also received a report
from the CRO covering the annual fraud
risk assessment conducted in 2024 that
included details of management's assessment
of fraud risks and the most material
associated controls.
Monitoring and reviewing the
effectiveness of the internal audit function
EY Bermuda Limited (EY) is Conduit's
outsourced internal auditor. EY has
extensive and current relevant experience
providing outsourced and co-sourced
internal audit services to reinsurance
businesses in Bermuda and internationally
and they are considered to have the
necessary skills and resources to deliver
the internal audit function effectively.
The internal auditor reports directly to
the Audit Committee.
During the year, the Audit Committee
considered and approved updates to the
Internal Audit Charter made in response
to revised internal audit standards issued
by the Institute of Internal Auditors and
monitored the execution of the internal
audit plan. The internal audit plan was
based on an updated risk assessment.
Internal Audit provided quarterly written
and oral reports to the Audit Committee.
The findings of each internal audit were
reported on orally and in writing at the
Audit Committee’s quarterly meetings.
The Committee reviewed actions
recommended to management for the
improvement of internal controls and the
status of implementation of the actions.
The Committee also met privately with
the internal auditors.
The Audit Committee also evaluated the
independence of the internal auditors, and
no concerns regarding their independence
were identified.
A formal review of the effectiveness of
the internal audit function and its activities
was undertaken in 2024. The review was
performed through completion of a
questionnaire by the members of the
Audit Committee, by members of Conduit's
senior management, and those responsible
for business areas subject to recent internal
audit review. It also involved a review
of working papers by a qualified internal
auditor independent from EY. The
Committee discussed the findings of the
review and concluded that the internal
audit function was operating effectively
with some minor recommended
enhancements.
59
Audit Committee Report continued
Overseeing the relationship with the
external auditor
KPMG Audit Limited (KPMG) was originally
appointed as Conduit's external auditor in
December 2020. At Conduit's 2024 AGM,
KPMG was reappointed as external auditors
of Conduit until the conclusion of the 2025
AGM. The lead external audit partner is
James Berry who was appointed at the
same time as KPMG was appointed. In
2024 the Audit Committee assessed the
fee arrangements with KPMG which are
discussed in note 8 of the consolidated
financial statements.
The Audit Committee met with KPMG
regularly during 2024 (both in private
session and with management present) and
reviewed and approved the external audit
work plan for the year ended 31 December
2024. The Audit Committee received
written and oral reports from KPMG,
which covered the progress of the audit,
key matters identified and the views
of KPMG on the significant judgements
and estimates outlined below. KPMG
also reported on matters such as their
observations on Conduit's financial control
environment, developments in the audit
profession, key upcoming accounting
and regulatory changes and certain
other mandatory communications. The
Audit Committee continues to monitor
developments, recommendations and
legislative proposals related to the quality
and effectiveness of the external audit.
A review of external audit effectiveness
was undertaken in 2024 to assist the Audit
Committee in assessing the quality of
external auditor services provided to
Conduit. The review was performed
through completion of a questionnaire by
the members of the Audit Committee, by
members of Conduit's senior management,
and members of Conduit's finance team.
The review focused on the effectiveness
of the external auditor team, its expertise
and resources and the external auditor's
interaction with the finance team, the
executive and the Audit Committee. Overall
feedback was positive and the review
concluded that the external auditors were
operating effectively. There were some
minor areas to consider for improvement
which were not a reflection of any wider
concerns. The Conduit team and KPMG
have discussed the points raised and KPMG
has proposed some modifications in their
approach as a result.
Auditor independence and objectivity
To assist in maintaining the external
auditor’s independence and objectivity,
Conduit has adopted a formal policy
governing the engagement of the external
auditor to provide non-audit services,
taking into account the relevant ethical
guidance on the matter. The policy
describes the circumstances in which
the auditor may be engaged to undertake
non-audit work for Conduit. The Audit
Committee oversees compliance with
the policy and will consider and approve
requests to use the auditor for non-audit
work when they arise, if appropriate.
Except for procedures conducted by
KPMG with respect to Conduit's unaudited
condensed interim consolidated financial
statements for the six months ended
30 June 2024, and an engagement to
undertake a carbon emissions disclosure
review of the 2024 year end reporting and
provided limited assurance over certain
disclosed greenhouse gas emissions, KPMG
did not provide any non-audit services
during 2024, Details of the fees paid with
regard to non-audit services provided by
KPMG are disclosed in note 8 to the
consolidated financial statements
on page 144.
The Non-Audit Services Policy is available
on Conduit's website. The policy is
reviewed annually by the Audit Committee.
The Audit Committee assesses the external
auditor’s independence annually and, taking
into account the limited scope, nature
and value of the non-audit services noted
above, has assessed KPMG as independent.
Auditor reappointment
Conduit is required to appoint auditors
at every general meeting of Conduit at
which consolidated financial statements are
presented to shareholders. KPMG, acting
as external auditor to Conduit in Conduit's
fourth year, has advised of its willingness to
stand for reappointment in 2025.
The Audit Committee and the Board
consider KPMG to have extensive
experience auditing publicly traded
reinsurance businesses. Having assessed
their performance positively and having
determined that they continue to be
independent, the Audit Committee and
the Board have concluded that KPMG’s
appointment as auditors for 2025 would
be in the best interests of Conduit and its
shareholders. The resolution to reappoint
KPMG at the 2025 AGM will propose that
KPMG holds office until the conclusion of
the next Annual General Meeting (AGM) at
which accounts are laid before Conduit, at
a level of remuneration to be determined
by the Board.
Conduit is committed to maintaining the
highest standards of independence and
objectivity in the audit engagements.
In compliance with applicable
independence standards, Conduit adheres
to stringent audit partner rotation policies
which require a change of audit partner
at least every seven years. Consequently,
Conduit's audit partner at KPMG will rotate
off the Conduit engagement on completion
of the 2026 financial year audit.
In addition, Conduit plans to conduct a
tender process for the provision of its
external audit ahead of its 2030 financial
year end.
60
Audit Committee Report continued
Significant areas of judgement
and estimation
Annually, management provides the Audit
Committee with an analysis of significant
areas of judgement and estimation in
the preparation of the consolidated
financial statements plus an analysis
of the appropriateness of preparing the
statements on a going concern basis.
As discussed in our accounting policies
on page 111, the most significant estimates
made by management are in relation to
the undiscounted valuation of the liability
for incurred claims and associated ceded
reinsurance recoveries. Less significant
estimates are made in determining the
estimated fair value of certain financial
instruments and the estimated premium
cash flows used to determine reinsurance
revenue recognised.
Valuation of liability for incurred claims
and associated ceded reinsurance
recoveries
The valuation of the liability for incurred
claims, including incurred but not reported
(IBNR), involves a significant amount of
judgement. As stated in our accounting
policies, it is a complex process and it is
reasonably possible that uncertainties in the
reserving process and delays in cedants
reporting losses to Conduit, together with
the potential for unforeseen adverse
developments, could lead to a material
change in the estimated liability for incurred
claims and associated ceded reinsurance
recoveries. Judgement is exercised in
estimating the future cash flows in relation
to ultimate claims settlement and selecting
the methodology to calculate a point
estimate for the ultimate loss. The risk
adjustment is estimated using a margin-
based approach, calibrated to a targeted
confidence interval range.
The Audit Committee receives a quarterly
report on the liability for incurred claims,
prior year development on the liability for
incurred claims, and inflation considerations
from Conduit's Chief Actuary. The
Committee reviews the reasonableness of
Conduit’s loss reserves and challenges the
methodology and judgements applied.
The Audit Committee also receives reports
from the independent loss reserve specialist
semi-annually. The Audit Committee was
able to compare their evaluation of the
liability for incurred claims with Conduit's
and understand the differences which
naturally arise between them.
The Audit Committee also received
semi-annual reports from the external
auditors on the reasonableness of the
liability for incurred claims.
The Audit Committee focused in particular on:
•
the reserving for natural-catastrophe
and large-loss events;
•
the use of selected attritional reserving
ratios, given the lack of historical data
for Conduit;
•
the difference in management’s
estimates versus the independent loss
reserve specialist, noting that the
differences are within a reasonable range;
•
the process for estimating cash
flow patterns and establishing the
risk adjustment;
•
the process for determination of the
confidence interval;
•
the assessment and quantification of
the impact of inflation on the liability
for incurred claims; and
•
the adequacy of disclosure on the
uncertainties of the loss reserve estimates.
The Audit Committee was satisfied that all
its queries were appropriately addressed
and noted that there were no material
differences between the liability for incurred
claims calculated by Conduit's Chief
Actuary and the independent loss
reserve specialist.
The Committee was therefore satisfied that
the valuation of the liability for incurred
claims and associated ceded reinsurance
recoveries was appropriate.
Fair value of certain financial instruments
The asset types in which Conduit is
invested are not complex with lower
estimation uncertainty in determining fair
value. The assets are highly liquid and are
of high-credit quality. As disclosed in note
12, all of Conduit’s assets are Level (I) or
Level (II) securities. There are no equities,
hedge funds or derivative instruments.
Conduit’s investments are fair valued
through the income statement (FVTPL).
Conduit does not therefore have any
judgement around impairment charges.
Expected premium cash flows used
to determine reinsurance revenue
recognised
Conduit's quota share policies in
particular are subject to estimates. Some
management judgement is exercised in
determining the initial ultimate premium
cash flow estimates from which to establish
the recognition of reinsurance revenue.
While Conduit has a relatively short
operating history, the policies underwritten
are largely mature and known to the
underwriting team and therefore
establishing an appropriate estimate
is not deemed to be a significant risk.
Management carries out regular reviews
on these estimates to validate their
reasonability.
Going concern assessment and
longer-term viability statements
The Audit Committee reviewed and advised
the Board on Conduit’s going concern and
longer-term viability statements included
in the Annual Report and Accounts and
the assessment reports prepared by
management in support of such statements.
As part of this review, the Audit Committee
assessed the methods, assumptions,
judgements, business planning and stress
testing underpinning the going concern
assessment. The Audit Committee was
61
Audit Committee Report continued
satisfied with the level of analysis presented
during the year, the related approach taken
and statements made in Conduit’s key
external reporting. More information on
the going concern and viability statements
can be found on page 111.
Annual Report and Accounts
The Audit Committee reviewed early drafts
of the the Annual Report and Accounts in
order to ensure that themes and points of
importance from the Audit Committee's
perspective were identified and addressed
in the report. The Audit Committee
subsequently recommended to the
Board for approval Conduit’s audited
results and final Annual Report and
Accounts together with the external
auditor’s report. The Audit Committee
advised the Board that, in its view, the
2024 Report and Accounts, taken as a
whole, is fair, balanced and understandable
and provides the information necessary
for shareholders to assess Conduit’s
position and performance, business
model and strategy.
Priorities for 2025
•
(Working with the Nomination
Committee and the Board as a whole)
succession planning for the Audit
Committee Chair, whose second
three year term is due to end in 2026.
•
Continued monitoring of the control
environment and financial reporting
processes.
•
Continuing to monitor management’s
processes for assessing and reviewing
the effectiveness of risk management
and internal control systems as
necessary as part of Conduit's drive
for continuous improvement.
•
Continuing to monitor and
implement developments in climate
and ESG reporting.
•
In preparation for the changes to
The UK Code effective from 1 January
2025, consideration of ways to enhance
the internal control framework and
reporting.
Elizabeth Murphy, Chair
Audit Committee
26 February 2025
62
Audit Committee Report continued
Remuneration
at a glance
The Conduit Remuneration Policy is designed to
drive a culture of high performance and create
sustainable long-term value for shareholders.
A summary of the 2024 remuneration outcomes
for executive directors is provided opposite.
63
Key components
Outcome
Remuneration ($000)
The charts below set out the financial outcomes of the remuneration package of the
executive directors for 2024 against the 2023 outcomes as noted in the the single figure
on remuneration on page 77.
l Fixed pay
l Variable pay (including
performance-related
pay)
Gross premiums written
RoE
$1,162.4m
2023: $931.4m
12.7%
2023: 22.0%
Net tangible asset value per share
Total net investment return
$6.70
2023: $6.25
4.0%
2023: 5.8%
Combined ratio
Total shareholder return
86.0%
2023: 72.1%
5.9%
2023: 16.4%
577
603
1,284
1,352
930
991
1,620
1,101
2,607
1,668
1,907
1,409
2023
2024
2023
2024
2023
2024
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
5,000
CEO
Executive Chairman
CFO
Conduit produced reasonable
results despite elevated
industry claims activity.
Comprehensive income was
$125.6 million or $0.80 per
share. RoE for the year
was 12.7%.
Introduction
I present the Directors’ Remuneration
Report for 2024 which consists of three
sections:
1.
This introduction, which explains
our approach to remuneration and
summarises the key decisions made by
the Committee during the year (pages
64 to 65).
2.
The Directors’ Remuneration Policy –
this sets out the Remuneration Policy
which was approved by a binding
shareholder vote at the 2024 AGM
(pages 66 to 75).
3.
The Annual Report on Remuneration –
this sets out in detail how we have
applied the Remuneration Policy in
2024; the remuneration received by
Directors for the year; and how we
expect to apply the Policy in 2025. This
report, along with this Chair Statement,
will be put to an advisory shareholder
vote at the 2025 AGM (pages 64 to 93).
Performance for the year under review
2024 was a reasonable year for Conduit.
The overall result was comprehensive
income of $125.6 million or $0.80 per share.
RoE for the year was 12.7%. Annual bonuses
for 2024 were based 75% on financial
(RoE) targets and 25% on the personal
and strategic objectives of each Executive
Director. As set out on page 77, the
Committee set the threshold, target
and stretch levels of RoE required to be
achieved for the financial part of the 2024
annual bonus.
It is the opinion of the Remuneration
Committee and the Board that Conduit's
management has produced a reasonable
result in a year when the industry
experienced elevated levels and frequency
of natural catastrophe losses across
multiple sectors and geographies.
Management has demonstrated the
scalability and resilience of the business,
with the Conduit Re brand now well
recognised in the market for writing
a diversified yet balanced book
of business from one location with an
excellent team, (now at 65 employees)
utilising a technologically modern operating
platform. Remuneration for 2024 reflects
these achievements. The RoE achieved for
2024 has resulted in an above-target pay-
out of the financial element of the annual
bonus. The Committee determined that the
personal element pay-out for the Executive
Directors was appropriate and in line with
the performance achieved by each Director.
Details of the bonuses can be found on
pages 77 to 81.
The Remuneration Policy requires up
to half of any bonus to be deferred into
shares, with malus and clawback provisions
in place. The Executive Directors
participate in the MIP, which was agreed
and put in place ahead of Conduit's IPO
in December 2020. Success in the MIP
is measured by reference to growth in
Conduit's market capitalisation adjusted
for dividends and any other returns of
value to shareholders since IPO Admission.
The first performance condition calculation
date was on 7 December 2024, the fourth
anniversary of IPO. The performance
condition was not met and therefore,
no exchange of MIP shares into Conduit's
Common Shares occurred in 2024.
At the May 2024 AGM, shareholders
approved the current Remuneration Policy,
which allows for the making of long-term
incentive awards to the Executive Directors.
64
Directors' Remuneration Report
Rebecca Shelley, Committee Chair
Subsequently, Conduit made a long-term
incentive plan (LTIP) award to Elaine
Whelan, Conduit's CFO, of 250% of base
salary. Details of the award can be found
on page 82.
Tranches of bonus deferral awards made
to Executive Directors and staff from prior
years' annual bonus awards vested during
2024 and additional tranches of awards will
vest in March 2025. Details of the Executive
Directors' deferred share bonus awards can
be found on page 82.
Remuneration Policy review
As a non-UK incorporated company, Conduit
is not bound by UK law or regulation in
respect of Directors' remuneration to the
same degree as such law or regulation
applies to UK-incorporated companies.
However, as part of Conduit's commitment
to high standards of corporate governance,
the Committee has put its Remuneration
Policy to a binding shareholder vote.
The Remuneration Policy, set out on
pages 66 to 75 was approved at the
2024 AGM and will apply for the three-year
period from 2024 to 2026 inclusive.
The Remuneration Policy is designed to
ensure that Executive Directors are
appropriately rewarded and incentivised
to deliver Conduit's strategy, for Conduit
to meet best practice in the market in
which it primarily competes for talent,
and for compliance with the provisions
of The UK Code.
Remuneration for Executive Directors
The Remuneration Report on the following
pages contains detailed disclosures on
the 2024 remuneration outcomes for the
Directors as well as disclosure of details
of the implementation of the Remuneration
Policy for the Executive Directors
during 2025.
Remuneration Committee membership
I was appointed as Chair of the Remuneration
Committee by the CHL Board in May 2024.
2024 meetings
The Remuneration Committee held four
meetings during the year. Committee
attendance at meetings is shown in the
accompanying table.
Role and responsibilities
The responsibilities of the Remuneration
Committee include the following:
•
Determining, in accordance with the
principles and provisions of the Code,
the policy for directors' remuneration
and setting remuneration for the
Executive Directors and the other
members of the Executive Group.
•
Reviewing the ongoing appropriateness
and relevance of the Remuneration
Policy.
•
Reviewing the ongoing appropriateness
of workforce remuneration and related
policies.
•
Considering and determining all
elements of the remuneration of the
Executive Group.
The Remuneration Committee’s terms
of reference, which also set out the
Committee’s reporting obligations and
authority to carry out its responsibilities,
are available on Conduit's website. There
were no points of concern arising out of the
Board’s performance review regarding the
Remuneration Committee’s performance
during 2024.
Key activities in the year
•
Reviewed and made recommendations
with respect to changes to the
Remuneration Policy which was
approved by Conduit's shareholders
at the May 2024 AGM. This included
consultation with shareholders prior to
submitting the revised Remuneration
Policy to the shareholders at the 2024
AGM. Details of shareholder voting
is provided on page 91.
•
Reviewed Conduit's business plan
and set appropriate RoE targets as
disclosed on page 77.
•
Reviewed total compensation for
the Executive Group (which includes
the executive directors).
•
Reviewed overall bonus and reward
arrangements for staff.
Summary
The Committee is committed to an open
dialogue with investors and welcomes
views on any part of our remuneration
arrangements.
Rebecca Shelley, Chair
Remuneration Committee
26 February 2025
65
Directors' remuneration report continued
Name
Appointed to the
Committee
Maximum
possible
meetings
Meetings
attended
Rebecca Shelley, Chair2
24 July 2023
4
4
Sir Brian Williamson, former Chair1
17 November 2020
2
2
Malcolm Furbert
17 November 2020
4
4
Ken Randall
17 November 2020
4
4
Stephen Redmond3
14 May 2024
2
2
1.
Sir Brian Williamson stepped down from the Board and related Board Committees on 15 May 2024
2.
Rebecca Shelley was appointed on 21 February 2024 to serve as Senior Independent Director of the
Board, and she was also appointed to serve as Chair of the Remuneration Committee on 15 May 2024
3.
Stephen Redmond was appointed on 14 May 2024 to serve on the Board, and he was also appointed
to serve on the Remuneration and Nomination Committees on 14 May 2024
This section sets out the Directors’ Remuneration Policy, which received a binding
shareholder vote of approval at the 2024 AGM.
As a non-UK incorporated company, Conduit is not required to comply with the
requirements of the provisions of the UK Companies Act 2006 and Schedule 8 of the UK's
Large and Medium–sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2008; however, it has chosen to do so voluntarily.
The Remuneration Policy was developed considering market best practice and The
UK Code, noting that as a listed company whose shares are admitted to trading in the EST
category under the UK Listing Rules, it complies with The UK Code on a voluntary basis,
reflecting the Board’s commitment to high standards of corporate governance.
The Remuneration Committee may make minor changes to the Remuneration Policy to
support its operation or implementation (for example, for regulatory or administrative
purposes), provided that any such change does not materially advantage any Directors,
without obtaining shareholder approval for such changes.
Approach to Senior Executive Reward
Conduit’s approach to Senior Executive reward is shaped by the following key principles,
where it is intended to deliver:
•
Balancing short- and long-term goals – provide a package with an appropriate balance
between short- and longer-term performance targets linked to the delivery of Conduit's
business plan and the generation of sustainable long-term returns for shareholders.
•
Shareholder alignment – ensure alignment of the interests of the Executive Directors,
senior management and employees to the long-term interests of shareholders.
•
Competitive remuneration – maintain a competitive package in order to attract,
retain and motivate high-calibre talent to help ensure Conduit performs successfully.
•
Fairness – take an active interest in the development of good practices to deliver
fair remuneration at all levels of the organisation.
•
Performance-focused compensation – encourage and support a sustainable,
high-performance culture in line with the business plan and within the agreed risk
profile of the business.
Alignment with The UK Code
In addition, the approach to senior reward is tested against the six factors listed in
The UK Code:
•
Clarity – the Remuneration Policy is designed to be simple and to support long-term
sustainable performance so should be well understood by participants
and shareholders.
•
Simplicity – the Remuneration Committee is mindful of the need to avoid overly
complex remuneration structures – the executive remuneration policies and practices
are relevant to the continued development of the business and simple to communicate
and operate.
•
Risk – the Remuneration Policy is designed to ensure that inappropriate risk taking
is not encouraged and will not be rewarded. Appropriate limits are set out in the
Remuneration Policy. A balance of financial and non-financial targets is used, which is
designed to be stretching but achievable to ensure the arrangements do not encourage
excessive risk taking. The Committee retains discretion to override formulaic outcomes.
There is a significant role played by equity in the incentive plans, with up to half of
any annual bonus deferred into shares, the LTIP, the MIP, and shareholding (including
post-cessation) requirements. Malus and clawback provisions are in operation.
•
Predictability – the Remuneration Policy contains appropriate caps for the different
pay elements. The potential reward outcomes are set out in the illustrations provided,
which clearly show the potential scenarios of performance.
•
Proportionality – there is a clear link between individual awards, delivery of strategy
and long-term performance. In addition, the significant role played by incentive/
‘at-risk’ pay is designed to ensure that poor performance is not rewarded.
•
Alignment to culture – the Remuneration Policy encourages performance that is aligned
to the culture of Conduit and in accordance with accepted behaviours and values.
66
Directors' Remuneration Policy
Executive Director Remuneration Policy table
Purpose and link
to strategy
Base salary is a key element to recruiting, retaining and
incentivising executives of the right calibre to successfully
execute Conduit’s business strategy.
Operation
Base salaries are reviewed annually, with any changes effective
from 1 January. Exceptionally, an out-of-cycle review may be
conducted if the Committee determines it is appropriate.
When setting base salary levels, the Committee will take into
account several factors including (but not limited to):
•
The Director’s role, skills and experience.
•
The economic environment.
•
Overall business performance.
•
Salary levels and pay conditions across the wider group.
•
Individual performance.
•
Market data for similar roles in comparable companies
(including reinsurance company peers).
•
Changes to the size and complexity of the business.
Maximum opportunity
There is no maximum base salary level.
The process for salary review is consistent for all employees
and increases for the Executive Directors are normally
considered in relation to the wider salary increases
across Conduit.
Higher increases may be permitted where appropriate, for
example development in role or a change in position or
responsibilities.
Performance metrics
There are no formal metrics, although individual and group
performance is taken into consideration as part of the
annual review.
Base salary
Purpose and link to strategy Benefits support recruitment and retention and facilitate
a healthy workforce.
Operation
Pension benefits
Conduit’s pension schemes are based on defined
contributions or equivalent cash in lieu or salary sacrifice,
subject to applicable law and local market standards. For
all staff, including Executive Directors, a cash allowance of
up to 10% of salary is paid in lieu of the standard employer
pension contribution, or a combination of pension
contributions and cash allowance, totalling 10% of salary.
Any changes in the workforce pension arrangements
may be reflected in executive director remuneration.
Other benefits
Other benefits reflect normal market practice, are
determined on a basis consistent with all employees, and
are set within agreed principles. Benefits include, but are
not limited to:
•
Bermuda payroll tax and social insurance.
•
Medical, dental and vision insurance.
•
Life assurance.
•
Long-term disability scheme.
•
Gym and club membership.
•
Travel allowance.
•
Housing allowance for Bermuda-based
Executive Directors.
Additional benefits may be provided as the Remuneration
Committee considers appropriate and reasonable based
on market practice. Executive Directors are included in the
Directors’ and Officers’ Indemnity Insurance Policy.
Benefits (including pension benefits)
67
Directors' Remuneration Policy continued
Maximum opportunity
There is no maximum value of benefits; the value is set
according to recruitment and retention needs, bearing
in mind local market standards and requirements.
Pension contributions for Executive Directors will normally
be in line with the wider workforce, currently 10% of salary.
Performance metrics
None.
Benefits (including pension benefits)
Purpose and link to strategy To reward the achievement of financial results and key
objectives over the financial year, which are linked to
Conduit’s strategic priorities.
To facilitate and encourage share ownership to align senior
employees with CHL shareholders through the use of
deferral into shares.
Operation
Annual bonus awards for the Executive Directors are
based on the financial performance of Conduit and the
performance against personal and/or strategic objectives
of each Executive Director during the financial year, with
performance measures and objectives set by the
Committee at the beginning of the financial year.
At the end of the performance period, the Remuneration
Committee will determine the actual bonus awards for
each Executive Director. The Remuneration Committee
aims to ensure that awards for Executive Directors are
based on performance viewed holistically rather than on
a formulaic outcome and has the discretion to adjust the
formulaic outcome.
Up to 50% of any bonus earned will be deferred into
shares, which normally vest over three years with one-
third of the award vesting in each of the following three
years. Participants may also be entitled to receive
dividend equivalents which have accrued on unvested
shares during the vesting period, such dividend equivalents
to be paid at vesting.
Bonus awards are subject to malus and clawback provisions.
Annual bonus
68
Directors' Remuneration Policy continued
Maximum opportunity
The maximum bonus achievable for the Executive
Directors is 300% of base salary.
Performance metrics
The majority of the performance measures will be based
on financial performance (for example, RoE). The financial
component will normally comprise at least two-thirds of
the overall opportunity. For 2024, the Committee has set
the financial component at 75% of the overall opportunity.
A financial performance hurdle applies before any bonus
is payable in relation to the financial component, which is
reviewed annually. Where performance is deemed to be
below a pre-determined hurdle, payouts for the financial
component will be nil. 25% is payable for meeting the
threshold performance required as set by the Committee
in the financial metrics targets.
The Committee has the discretion to make an award under
the personal performance component if the financial
performance hurdle has not been met.
Annual bonus
Purpose and link to strategy Aligned to the main strategic objective of delivering
superior returns to shareholders over the medium to
long term.
Creates alignment with shareholders and provides focus
on performance and increasing the Company’s value over
the medium term.
Operation
Annual grant of performance shares which may be
structured as conditional awards or nil-cost options.
Dividend equivalents which accrue during the vesting
period and, where applicable, during the post-vesting
holding period, may be paid. The Committee considers
each year who should participate and at what level to
ensure that total compensation remains competitive in
light of peer practice.
Subject to performance conditions measured over three
years and an additional two-year post-vesting holding
period. Clawback and malus provisions apply.
The number of shares awarded will normally be
determined by reference to the five-day average share
price prior to the date of the grant. The Committee can in
its discretion in exceptional circumstances scale back the
vesting outcomes, or impose additional vesting conditions,
to awards. The Committee will use discretion on vesting
only in exceptional circumstances.
LTIP
69
Directors' Remuneration Policy continued
Maximum opportunity
Executive Directors will have a maximum individual
opportunity of up to 300% of salary in respect of any
financial year.
The Committee may make awards at a level below
this limit.
Performance metrics
Vesting of awards will be subject to the achievement of
performance conditions, measured over a three-year
performance period.
Any performance measures which have been selected will
reflect the long-term strategy of the Company.
Performance measures may include TSR, Net Asset Value
(NAV) growth, ROE, financial KPIs or any other
performance measures that the Committee may deem
appropriate at the time. The Committee will also determine
the weightings of performance conditions of each award.
A sliding scale of targets will be applied for financial
metrics. No more than 25% vesting will be achieved for
threshold performance.
LTIP
Shareholding requirement
Purpose and link to strategy
To ensure Executive Directors are aligned with
shareholder interests.
Operation
Each of the Executive Directors is required to build and
maintain a shareholding in the Company of 300% of salary
while in post.
At least 50% of any vested shares (net of tax) should be
retained from the portion of any future bonuses which are
paid in shares (post-tax and vested), long-term incentive
awards and other share awards. There is a seven-year
period from the date of IPO (or if later, the date of
appointment as an Executive Director) in which to achieve
compliance.
Post-cessation shareholding requirements apply which
will require Executive Directors to retain for two years
following cessation of their employment by Conduit the
lower in value of:
•
such number of shares on cessation that have a market
value equal to the shareholding guideline in place at
that time; and
•
the number of shares they hold at that time.
Shares that are personally acquired by the Executive
Director will be excluded from this post-cessation
holding requirement.
Maximum opportunity
None.
Performance metrics
None.
70
Directors' Remuneration Policy continued
Non-Executive Director remuneration
Purpose and link to strategy
To provide an appropriate fee level to attract and retain
Non-Executive Directors who have a broad range of skills
and experience to oversee Conduit’s strategy.
Operation
Non-Executive Directors receive an annual fee in respect
of their Board appointments together with additional
compensation for further duties (for example, Board
committee membership and chair roles).
The fees paid are determined by reference to market
data and the skills and experience required by Conduit,
as well as the time commitment associated with the role.
Fees are normally reviewed at least every two years, but
not necessarily increased. Non-Executive Directors are
not eligible for participation in Conduit’s incentive plans.
Travel and other reasonable expenses incurred by Non-
Executive Directors while performing their duties for
Conduit are reimbursed (including any tax where these
are deemed to be taxable benefits). Non-Executive
Directors are included in the Directors’ and Officers’
Indemnity Insurance Policy.
Maximum opportunity
The amount of any remuneration payable to Non-
Executive Directors shall be determined by the Board
(excluding the Non-Executive Directors).
An aggregate remuneration limit applies under Conduit's
Bye-laws and shall not exceed $1.3 million per annum
(unless otherwise approved by the shareholders).
Performance metrics
None.
Fees
71
Directors' Remuneration Policy continued
Performance targets
The Committee aims to ensure that
performance targets for the annual
bonus and long-term incentive awards
to executive directors are closely aligned
to Conduit’s short-term and long-term
objectives. The Committee has determined
the most appropriate performance
measures and targets, considering Conduit's
key priorities over both the short and
long-term.
Details are included in Conduit’s Annual
Report and Accounts each year, subject
to limitations with regards to commercial
sensitivity for the annual bonus (where
general terms will be provided), and the
full details are then disclosed following the
end of the financial year in Conduit's next
Annual Report and Accounts, again, subject
to limitations with regards to commercial
sensitivity for the annual bonus
(if appropriate).
Malus and clawback
The Committee will have the discretion
to reduce a bonus or long-term incentive
award (malus) or require repayment of a
bonus award or require the return of shares
received under the long-term incentive
(clawback) where it considers that there are
exceptional circumstances. Such exceptional
circumstances are limited to:
•
material misstatement of results,
financial or otherwise;
•
error in the calculation of the bonus
payable or the number of shares over
which an award is granted or vests;
•
corporate failure resulting in the
appointment of a liquidator or
administrator to Conduit;
•
Conduit entering into a compromise or
similar arrangement with its creditors;
•
material failure of risk management and/
or regulatory non-compliance resulting
in serious reputational damage for
Conduit; or
•
unreasonable failure to protect the
interests of employees and/or
customers.
Clawback will apply for a period of three
years following vesting/payment of
an award.
In addition to the above noted
circumstances for initiating malus and
clawback provisions, there are two
additional exceptional circumstances which
are applicable under the terms of the MIP:
•
Material breach of any post-termination
employment covenants; or
•
Fraud or a financial criminal act, which
affects Conduit and carries a custodial
sentence during the course of
employment.
Committee discretions
The Committee operates under the
powers delegated to it by the Board and
operates the benefit and incentive plans in
accordance with the relevant plan rules and
any applicable legislation. The Committee
retains a number of discretions to ensure
effective operation of the benefit and
incentive plans. These discretions are
standard market practice and include
(but are not limited to) the following:
•
Selecting the participants in the plans.
•
Determining the timing of payments/
grant of awards.
•
Determining the quantum of awards
and/or payments (within the limits set
out in the Remuneration Policy).
•
Determining the choice of (and
adjustment of) performance measures
and targets for each incentive plan in
accordance with the Remuneration
Policy and rules of each plan.
•
Determining the extent of pay-out based
on the assessment of performance.
•
Overriding formulaic annual bonus or
long-term incentive award vesting
outcomes, taking account of overall
or underlying company performance.
•
Determining whether and to what
extent dividend equivalents should
apply to awards.
•
Determining whether malus and/or
clawback shall be applied to any award
in the relevant circumstances and,
if so, the extent to which they shall
be applied.
•
Making appropriate adjustments
required in certain circumstances, for
instance for changes in capital structure
(or any similar corporate event).
•
Application of the holding period.
•
Determining good leaver status for
incentive plan purposes and applying
the appropriate treatment.
•
Agreeing to early payment of deferred
bonuses to Executive Directors on
an exceptional basis.
•
Undertaking the annual review of
weighting of performance measures and
setting targets for the annual bonus plan
from year to year.
The Committee can relax the share
ownership requirement in exceptional
circumstances and may alter the operation
of the guidelines to reflect changing market
practice, the expectations of institutional
shareholders and/or such other matters as
the Committee considers appropriate.
If an event occurs that results in the annual
bonus plan or LTIP performance conditions
and/or the targets being deemed no longer
appropriate (e.g. material acquisition or
divestment), the Committee will have the
ability to adjust appropriately the measures
and/or targets and alter weightings,
provided that the revised conditions are not
materially less challenging than the original
conditions.
72
Notes to the Directors' Remuneration Policy
In addition, the Committee may exercise
its discretion to make other non-material
decisions affecting the Executive Directors’
awards in order to facilitate the plans.
Any use of the above discretion would,
where relevant, be explained in Conduit's
Annual Report on Remuneration
of Directors.
Legacy arrangements
For the avoidance of doubt, any
commitments entered into by Conduit prior
to the approval and implementation of the
Remuneration Policy outlined in the policy
table may be honoured, even if they are not
consistent with the policy prevailing at the
time the commitment is fulfilled.
This includes the MIP, which was in place
prior to the IPO and this Remuneration
Policy. Details of the MIP can be found
on pages 36-37 of the 2020 Annual Report
and Accounts.
It may also include commitments to future
Executive Directors where the terms were
agreed prior to (and not in contemplation
of) promotion to Executive Director, which
includes satisfying awards of variable
remuneration based on the terms agreed
at the time the award was granted.
Service agreements – Executive Directors
Conduit's policy is for executive directors
to have service agreements which (i) may
be terminated by Conduit forthwith 'for
cause' without any payment by way of
compensation, damages, payment in lieu of
notice or otherwise in certain circumstances
including, inter alia, if the executive commits
any act of gross misconduct or fraud or
dishonesty, or commits any repeated
misconduct or continued poor performance
after due warning being given, and (ii) may
be terminated by either party on six months’
written notice to the other party.
If such notice is served by either party, the
Executive Director can continue to receive
base salary, benefits and pension, per the
terms of their service agreement, for the
duration of their notice period during
which time Conduit may require the
individual to continue to fulfil their current
duties or may assign a period of garden
leave. Service agreements do not contain
liquidated damages clauses.
Conduit may elect to make a payment in
lieu of notice equivalent in value to a
maximum of six months’ base salary and
benefits, including pension contribution
but excluding bonus (which would be
considered separately in the appropriate
circumstances), payable in monthly
instalments, which would be subject to
mitigation if alternative employment is
taken up during this time. Alternatively, the
Remuneration Committee retains discretion
to provide this payment as a lump sum.
In some cases, an Executive Director may
be determined a good leaver. Good leavers
may receive an annual bonus payment,
which will normally be subject to the
satisfaction of the relevant performance
criteria tested at the normal date and,
ordinarily, the outcome will be calculated on
a time pro-rata basis to date of departure.
The Committee retains discretion on
whether the whole bonus payable is paid
in cash, or whether part of it is deferred
either in cash or shares.
In the event of termination for cause
(e.g. gross misconduct) the Executive
Director will cease to perform their
services immediately.
In addition, and consistent with market
practice, Conduit may pay a contribution
towards the Executive Director’s legal fees
for entering into a statutory agreement,
may pay a contribution towards fees
for outplacement services as part of
a negotiated settlement, or may make
a payment to settle claims the Executive
Director may have. There is no provision
for additional compensation on termination
following a change of control. Payment may
also be made in respect of accrued benefits,
including holiday not taken.
In the event of a change of control or similar
event, equity scheme awards may vest
early subject to the rules of the applicable
schemes including satisfaction of
performance conditions and, normally,
any bonus entitlement would be subject
to prorating on a time apportioned basis.
The Committee may at its discretion
determine that awards shall not be subject
to time pro-rating or be subject to pro-
rating to a lesser extent if it considers
it appropriate in the circumstances.
Alternatively, following an internal
reorganisation which results in a change
of control, awards may be rolled over into
awards in the acquiring company.
Service agreements –
Non-Executive Directors
Non-Executive Directors are typically
expected to serve two three-year terms
but may be invited by the Board to serve
for an additional period.
In addition, in accordance with The UK
Code, all directors are subject to annual re-
election at AGMs. Thus, any Non-Executive
Director service term renewal is subject
to Board review and AGM re-election.
Notwithstanding any mutual expectation,
there is no right to re-nomination by the
Board, either annually or after any three-
year period.
Recruitment of Directors –
approach to remuneration
Consistent with best practice, remuneration
packages for any new appointments to
the Board and senior employees (including
those promoted internally) will be set
in line with the Remuneration Policy which
is in place for the period from 2024 to
2026 inclusive.
73
Notes to the Policy Table continued
In setting base salaries for new Executive
Directors, the Committee will consider the
individual’s level of skills and experience.
Where it is appropriate to offer a below-
market salary on initial appointment, the
Committee will have the discretion to allow
phased salary increases over a period of time
for a newly appointed Executive Director up
to an appropriate salary for the appointment,
even though this may involve increases
in excess of those awarded to the
wider workforce.
Benefits will be offered in line with the Policy.
For both external and internal appointments,
the Committee may consider it appropriate
to pay additional reasonable short-term
benefits, such as relocation allowances,
and any other market best practice benefits
relevant to the industry and marketplace
norms at the time. This will ordinarily be for
a reasonable but fixed period of time and will
be disclosed on appointment. Pension will
normally be in line with the wider workforce.
Annual bonus will be determined in line
with the Remuneration Policy and will be
pro-rated in the year of joining to reflect
the period of service. In setting the annual
bonus, the Committee may set different
performance metrics (to those of other
Executive Directors) in the first year
of appointment.
Participation in the LTIP would be in
accordance with the information set out
in the Remuneration Policy. Awards may be
made on or shortly after an appointment,
subject to prohibited periods. Different
performance conditions may be set
as appropriate.
For external appointments, the Remuneration
Committee recognises that it may need to
provide compensation for forfeited awards
from the individual’s previous employer.
To the extent possible, the design of any
buyout will be made on a broadly like-for-
like basis and shall be no more generous
than the terms of the incentives they
are replacing, taking into account the
performance conditions attached to the
vesting of the forfeited incentives, the
timing of vesting and the likelihood of
vesting. For an internal appointment,
any variable pay element or benefit
awarded in respect of their prior role may
be allowed to continue on its original terms.
The Committee may also use the flexibility
provided (being best practice rather than
a requirement) under the UK Listing Rules
to make awards as provided for under
UK Listing Rule 9.3.2 (2) without prior
shareholder approval.
The terms of appointment for a new Non-
Executive Director will be in accordance
with the Remuneration Policy for Non-
Executive Directors as set out in the
Remuneration Policy table.
Executive Directors’ external
appointments
Executive Directors may accept external
appointments as Non-Executive Directors of
other companies, as long as the companies
concerned are not competitors of Conduit,
and the appointment will not adversely
affect the performance of the Executive
Director for Conduit, and with the specific
prior approval of the Board in each case.
Any fees receivable may be retained by
the executive director concerned.
How shareholders’ views are taken
into account
The Committee considers the views
of shareholders when reviewing the
remuneration of Executive Directors and
other senior executives, and takes into
account published remuneration guidelines
and the specific views of shareholders and
proxy agencies. The Committee consults
with Conduit's key shareholders when
considering any significant changes to the
implementation of the Remuneration Policy
and when the Remuneration Policy is being
reviewed (typically ahead of an AGM
binding vote on the Remuneration Policy).
The Committee will consider shareholder
feedback received before and after an AGM.
The Committee values feedback from
its shareholders and seeks to maintain
a continued, open dialogue.
74
Notes to the Policy Table continued
Director
Date of Appointment
Expiry of term1
Elizabeth Murphy
18 November 2020
18 November 2026
Ken Randall
18 November 2020
18 November 2026
Malcolm Furbert
18 November 2020
18 November 2026
Sir Brian Williamson2
18 November 2020
15 May 2024
Michelle Seymour Smith
15 September 2021
15 September 2027
Rebecca Shelley
24 July 2023
24 July 2026
Stephen Redmond
14 May 2024
14 May 2027
1.
Succession planning for Board positions is discussed on page 54. All Directors are put up for re-election
annually at the AGM.
2.
Sir Brian Williamson stepped down from the Board and related Board Committees on 15 May 2024.
Broader employee context – consideration
of employment conditions elsewhere
in Conduit
In accordance with the Remuneration
Committee’s terms of reference, when
setting remuneration for Executive
Directors, the Committee reviews the pay
and conditions across Conduit. Conduit
aims to provide a market competitive
package to all employees and the
Committee considers executive
remuneration in the context of the
wider employee population.
The Remuneration Policy for Executive
Directors is weighted more towards variable
pay than for other employees, with a
greater part of their pay therefore at risk
to them and conditional on the successful
delivery of Conduit’s business strategy.
The operation of the bonus scheme for
the Executive Directors is consistent with
Conduit’s other senior employees. Bonus
pools are determined based on financial
performance against a target which is
reviewed annually. Bonuses for more
junior employees are calculated using
a more formulaic approach. The operation
of the LTIP for any Executive Director that
participates is consistent with Conduit's
other senior employees except that awards
to Executive Directors must be subject to
performance conditions.
While employees are not directly consulted
on matters of remuneration policy for
Executive Directors, the Committee liaises
with the Head of Human Resources to
ensure that there is an appropriate level of
consultation between the Board, HR and
Conduit's employees on remuneration
matters. The results of any employee
feedback, whether direct feedback or as
part of the employee engagement survey
process, is reported to the Committee.
Illustration of the Remuneration Policy
The chart below sets out the potential
values of the remuneration package of
the Executive Directors in line with the
Remuneration Policy for 2025 under
various performance scenarios.
Notes to Future Policy Illustration
•
Minimum: Fixed pay (salary, benefits
and pension).
•
Target: Fixed pay and annual bonus
at 50% of the maximum opportunity
and LTIP at 50% of maximum.
•
Maximum: Fixed pay and maximum
achievable annual bonus and LTIP.
•
Maximum with 50% share price growth:
Fixed pay and maximum achievable
annual bonus and LTIP at 1.5x maximum.
•
Salary represents annual base pay
for 2025.
•
Benefits have been included based
on the actual 2024 value of benefits
(including housing allowances).
•
Pension represents the value of the
annual pension of 10% of salary
contributed by Conduit.
•
LTIP represents intended awards for
the CEO and CFO in 2025. No LTIP
award is included for the Executive
Chairman who has waived his right to
participate in the LTIP.
75
Notes to the Policy Table continued
Executive Chairman
CEO
Minimum
Target
Maximum
Maximum +
50% share
price growth
Minimum
Target
Maximum
Maximum +
50% share
price growth
Minimum
Target
Maximum
Maximum +
50% share
price growth
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
9,000
17%
33%
100%
20%
33%
33%
100%
27%
27%
42%
100%
73%
58%
73%
50%
17%
33%
20%
40%
40%
33%
CFO
33%
Remuneration ($000's)
l Fixed pay
l Annual bonus
l LTIP
40%
33%
Remuneration Policy Future Illustration
2024 Remuneration Report
This section summarises the Directors’ remuneration for the year ended 31 December 2024 and how the Remuneration Policy will be implemented for the year ahead. This report on
remuneration together with the Remuneration Committee Chair’s Statement, as detailed on pages 64 to 65, will be put to an advisory vote at the 2025 AGM. The following sections
in respect of Directors’ remuneration have been audited by KPMG Audit Limited:
•
Single figure of remuneration.
•
Non-Executive Director fees.
•
2025 annual bonus payments in respect of 2024 performance.
•
Deferred bonus awards.
•
Directors’ shareholdings and share interests.
Executive Directors’ single figure of remuneration
The table below sets out the total remuneration (in $000) for Executive Directors for the year ended 31 December 2024.
Executive Director
Year
Salary
Benefits1
Pension
or payment
in lieu2
Annual
bonus3
LTIP4
MIP5
Other6,7
Total fixed
remuneration
Total variable
remuneration
Total
remuneration
Neil Eckert8
2024
590
1
11
979
–
–
122
602
1,101
1,703
2023
562
1
14
1,581
–
–
39
577
1,620
2,197
Trevor Carvey
2024
891
372
89
1,477
–
–
191
1,352
1,668
3,020
2023
849
350
85
2,546
–
–
61
1,284
2,607
3,891
Elaine Whelan
2024
652
274
65
1,263
–
–
145
991
1,408
2,399
2023
621
247
62
1,862
–
–
45
930
1,907
2,837
Notes to single figure table
1.
Benefits for Bermuda-based executive Directors are comprised of the employee obligations which are paid by Conduit with respect to: Bermuda payroll taxes, Bermuda social insurance, medical, dental and vision coverage,
life insurance, housing and other allowances paid or to be paid by Conduit in line with standard market practice. Benefits for the Executive Chairman, Neil Eckert, who is UK-based, represent the annual well-being/
gym allowance paid to him; there are no other benefits paid to the Executive Chairman.
2.
The Executive Directors’ pension provision is aligned to that of the rest of the workforce at 10% of pensionable earnings. Executive Directors may elect to take cash in lieu of pension, subject to compliance with applicable
law From 1 January to 30 September 2024, Neil Eckert was employed via service agreements split between CHL and CRSL. The noted pension payment for Neil is a reflection of his UK contractual pension benefit until
30 September 2024. He was not eligible to receive a pension benefit in respect of his services agreement with CHL.
3.
Executive Director bonus awards are stated as the full value of the bonus award; up to 50% of bonuses awarded are payable as a deferred share award of an equivalent value.
4.
No LTIP awards were made to Executive Directors in 2023. Elaine Whelan received a LTIP award in 2024, none of which vested during 2024.
5.
The first relevant anniversary date for calculation of the performance condition under the MIP was 7 December 2024. No awards vested under the MIP during the year.
6.
Dividend equivalents on the deferred bonus awards which vested during the year are included at the date of vesting, 25 March 2024 (using a share price of £3.6360 and a GBP to US$ foreign exchange rate of 1.25820).
7.
2023 'Other' has been re-presented to reflect the value of dividends accrued on Deferred Share Bonus Plan (DSBP) awards which vested on 25 March 2023.
8.
CRSL ceased to operate with effect from 30 September 2024 and entered a process of dissolution. Therefore, Neil Eckert's employment agreement with CRSL was terminated and he entered into a new services agreement
solely with CHL with effect from 1 October 2024 in his capacity as Executive Chairman of CHL. As Neil is resident in the UK, there are no contractual benefits for which he is eligible under his terms and conditions.
76
Annual report on remuneration
The following chart summarises the remuneration disclosed above for each Executive Director in respect of 2023 and 2024:
Executive Director remuneration ($000s)
Annual bonus
In line with the Remuneration Policy, annual bonus awards for the Executive Directors were based on the financial performance of Conduit and the personal contributions of each
Executive Director, with the financial component making up 75% of the overall opportunity and 25% based on personal contribution and/or meeting strategic objectives. The financial
measure for 2024 was RoE. The following table shows the targets and the resulting level of payout for each Executive Director.
Financial Performance (75%)
Threshold
Target
Maximum
Actual
Financial
element
pay-out
RoE
9.0 %
12.0 %
17.0 %
12.7 %
114 %
77
Annual Report on Remuneration continued
578
603
1,284
1,352
930
991
1,581
979
2,546
1,477
1,862
1,263
39
122
61
191
45
145
2023
2024
2023
2024
2023
2024
0
1,000
2,000
3,000
4,000
Trevor Carvey
Neil Eckert
Elaine Whelan
l Fixed pay
l Annual bonus
l Other benefits
l Performance share plan
Executive Directors’ performance objectives (25%)
The performance of each of the Executive Directors was evaluated against their performance objectives for the year.
Neil Eckert
•
Effective leadership and management of the Board
of Directors.
•
Development of the investor relations and general
business strategy.
•
Advocate for Conduit’s ESG strategy.
Effectively perform the duties of the Chairman’s role,
primarily achieved through overseeing the business and
investor relations strategy as well as managing the Board
of Directors.
Perform a leading role in promoting ESG principles across
the business.
Support the CEO to ensure the efficient operation
of Conduit.
In Neil's executive role, his primary focus is on the
comprehensive oversight and active participation in shaping
and executing Conduit’s investor relations strategy. This
involves engaging directly with both current and potential
investors, as well as conducting discussions with brokers
and financial analysts. Through these key relationships, Neil
ensures that Conduit’s investment narrative is compelling
and transparent, thereby enhancing investor confidence
and market perception.
Moreover, Neil plays a pivotal role in driving Conduit’s ESG
initiatives. He represents Conduit in various high-profile
public forums, articulating Conduit’s commitment to
sustainable and responsible business practices. His
contributions in this area are instrumental in aligning
Conduit’s operations with global sustainability standards
and societal expectations.
Beyond these specific responsibilities, Neil provides
invaluable advice and strategic guidance to Trevor and
the Board. His insights are particularly useful in navigating
corporate strategy matters and orchestrating effective
Board succession planning. Through his seasoned leadership
and comprehensive understanding of Conduit’s business
landscape, he helps to ensure that Conduit is well-positioned
for long-term success.
Performance objectives
Assessment
78
Annual Report on Remuneration continued
Trevor Carvey
•
Effective leadership and management of the senior
executive team and group.
•
Development of the general business strategy.
•
Incorporate ESG principles into the business.
Effectively perform the duties of the CEO role: managing
the business in line with the strategy and business plan,
participation in relevant Committee meetings including
leading the executive team, making recommendations
to improve business operations, and actively participate
in the development and execution of the investor
relations strategy.
Lead the executive team, ensuring they are all contributing
to business strategy growth and development, including
fostering strong relationships with our investors.
Perform a leading role in promoting ESG principles across
the business.
Trevor’s leadership as CEO has been instrumental in
ensuring the continued growth and development of Conduit.
His strategic guidance and effective management have led
to significant achievements in the business's fourth year.
Trevor has spent time managing key investor and
stakeholder relationships, actively engaging with them to
build trust and confidence. Simultaneously, he has provided
oversight and direction to the business, facilitating the
addition of key leadership roles. This has been important
in maintaining Conduit’s trajectory towards achieving
its strategic objectives and cultivating a quality portfolio
of business.
Trevor has steered Conduit through another successful
growth phase and his leadership has positioned Conduit
to navigate the current market cycle and capitalise on
emerging business opportunities.
Performance objectives
Assessment
79
Annual Report on Remuneration continued
Elaine Whelan
•
Effective leadership and management of the finance
and investments and treasury functions for Conduit.
•
Contribution to the general finance and investment
strategies.
•
Incorporation of ESG principles into the investment
portfolio.
Effectively perform the duties of the CFO role: managing
production of financial reports which are required as a
public company, participation in relevant Committee
meetings including making recommendations to improve
capital efficiency and risk-adjusted returns, and actively
participating in the development and execution of the
investor relations strategy.
Demonstrate leadership and management of the
finance team.
Manage Conduit’s investment portfolio while working in
conjunction with the Investment Committee and CEO.
Perform a leading role in promoting ESG principles
within the investment portfolio. Manage our rating agency
relationships, update the CEO on matters which will
get rating agency attention and recommend action/
communication.
Contribute, as a member of the executive team, to the
efficient operation of Conduit.
In the fourth year of Conduit’s operation, Elaine sponsored
and led a number of key deliverables and projects. Work
continued to embed IFRS 17 into our BAU and the relevance
on results and our disclosures. All financial reporting
deadlines were met and projects were within budget. Elaine
fostered strong engagement both internally and externally
with relevant stakeholders. Elaine continued to oversee the
Company’s investment portfolio, making recommendations
for new products, managers and ESG goals.
Elaine's forward-planning skills have ensured that there
is appropriate resource allocation to ensure that financial
reporting and systems projects are delivered in a
timely manner.
Elaine is a strong contributor to management discussions
and general direction of the broader business and interacts
well while delivering her viewpoint to colleagues and
team members.
Elaine continues to ensure that all finance systems continue
to be robust and integrated with the business to support
the business strategy and to ensure timely and accurate
financial reporting.
Performance objectives
Assessment
80
Annual Report on Remuneration continued
As a result of the performance assessment outcomes, the Committee determined bonuses for the Executive Directors as follows:
Financial
element pay-out
(% of weighted
element)
Personal
element pay-out
(% of weighted
element)
Actual bonus
pay-out (% of
maximum)
Neil Eckert
114 %
100 %
55.3 %
Trevor Carvey
114 %
100 %
55.3 %
Elaine Whelan
114 %
175 %
64.6 %
In accordance with the Remuneration Policy, bonus awards are subject to a maximum of 300% of base salary. Up to 50% of bonuses awarded are payable as a deferred share award of an
equivalent value (with the number of shares calculated using the average of the share price at the close of the market over the five days prior to the day that the award is granted). These
awards vest under the terms defined in the deferred shares bonus scheme rules; i.e., over three years with one-third of the award vesting (including dividend equivalents) in each of the
following three years. The Committee considers this to be an appropriate structure with the deferral serving as a retention mechanism over the three-year period. Deferral over three
years is also in line with the expected duration of Conduit’s claims reserves.
Actual bonus
pay-out
(% of maximum)
Maximum
opportunity
(% of salary)
Actual bonus
pay-out
(% of salary)
Outcome
($000)
Cash bonus
paid,
$000
(50%)
Bonus deferred
into shares,
$000 (50%)
Neil Eckert
55.3 %
300
165.8 %
978,573
489,287
489,286
Trevor Carvey
55.3 %
300
165.8 %
1,477,091
738,546
738,545
Elaine Whelan
64.6 %
300
193.9 %
1,263,402
631,701
631,701
81
Annual Report on Remuneration continued
Scheme interests awarded during the year
Deferred Share Bonus Plan (DSBP) awards
All Conduit employee's are eligible to participate in the DSBP. Under the Remuneration Policy, up to 50% of an Executive Director's annual bonus is deferred into shares under the DSBP.
Details of the awards for Executive Directors under the DSBP made during the year, in respect of their 2023 annual performance bonus, are below.
Award Type
Grant date
Number of
awards granted
during the year
Face value of
awards granted
during the year1
($000)
% vesting
annually
(not subject to
performance
conditions)
Neil Eckert
Deferred Bonus
25-Mar-24
121,603
791
33.33
Trevor Carvey
Deferred Bonus
25-Mar-24
195,788
1,273
33.33
Elaine Whelan
Deferred Bonus
25-Mar-24
143,170
931
33.33
1.
The awards were calculated using the five-day average closing share price and FX rate preceding the award date, being $6.50 using the pound sterling to US dollar FX conversion rate of 1.2684.
Long-term incentive plan
Executive Director awards granted during the year as a Performance Condition award under the CHL LTIP are disclosed below. Further details of the LTIP can be found in the policy table
on pages 67 to 71.
Award level1
(% of salary)
Grant date
Number of
awards granted
during the year2
Face value of
awards granted
during the year3
($000)
% vesting at
threshold
performance
Neil Eckert
–
–
–
–
n/a
Trevor Carvey
–
–
–
–
n/a
Elaine Whelan
250
21-Jun-2024
248,123
1,629
25
1.
Neil Eckert and Trevor Carvey did not receive an LTIP award in 2024. Neil Eckert has agreed to forgo any participation in the LTIP scheme.
2.
The number of awards was based on the five-day average closing share price following shareholder approval of the Remuneration Policy at Conduit's 15 May 2024 AGM. The award date was set at 21 June 2024 with the
awards being granted at a share price of $6.57 using the pound sterling to US dollar FX conversion rate of 1.2695.
3.
These awards are due to vest subject to performance conditions being met at the end of the performance period ending 31 December 2026 and becoming exercisable in the first open period following the release of Conduit’s
2026 year-end results.
82
Annual Report on Remuneration continued
Performance conditions attached to LTIP awards
Growth in Net Asset Value (NAV) per share – 75% weighting1
Absolute Total Shareholder Return (TSR) – 25% weighting2
Vesting %
2024
Vesting %
2024
100 %
13 %
100 %
13 %
25 %
5 %
25 %
5 %
Nil
<5%
Nil
<5%
1.
The NAV performance condition will be measured on an annual basis, with the award effectively split into three. In each year, performance will be measured against the target range established for that year, to determine
the level of vesting in respect of one third of the total award. Actual vesting will only occur after completion of the full three-year performance period and is subject to continued employment of the Executive Director at the
time of vesting. Year-end shareholders’ equity includes the comprehensive income (loss) for the financial year adjusted for dividends declared. Intangible assets are excluded from shareholders’ equity to calculate the net
tangible asset value per share.
2.
Absolute TSR will be measured over the full three-year period of the award, rather than each individual year within the period.
Payments for loss of office
No Executive Director left the employment of Conduit during the year under review.
Payments to past Directors
No payments were made to past Directors during the year except agreed fees in respect of the period during which they served as director (as set out in the fees paid table below).
Non-Executive Directors
The Non-Executive Director fees have been determined in accordance with the Remuneration Policy set out on page 71. CHL and CRL’s Non-Executive Director fees had been unchanged
since they were set in November 2020. Consequently, in 2024, Alvarez & Marsal Tax LLP ('A&M'), was engaged to undertake a review of the Non-Executive Director fee rates and to
provide recommendations (if any) regarding adjustments to the fees based on A&M’s benchmarking analysis.
As a result of the benchmarking review exercise undertaken, the CHL base Non-Executive Director fee was increased from May 2024; all other fees remain the same. The Non-Executive
Directors’ basic fee is $85,000 per annum (increased in May 2024 from $75,000), with additional annual fees payable in respect of membership of Board Committees of $15,000 per
committee and $25,000 for appointment as Chair of a committee (and $15,000 for appointment as Senior Independent Director). The Non-Executive Directors do not participate in
incentive schemes. A fee of $25,000 per annum is also payable in respect of Non-Executive Director appointment to the CRL board.
83
Annual Report on Remuneration continued
For the year ended 31 December 2024 under the terms of their appointments the Non-Executive Directors of CHL were paid the following fees:
Aggregate fees paid (including in respect of CRL) $000
Non-Executive Director
2024
2023
Sir Brian Williamson1
45
130
Malcolm Furbert
136
130
Elizabeth Murphy
146
140
Ken Randall
161
155
Dr. Richard Sandor2
–
89
Michelle Seymour Smith
136
130
Rebecca Shelley3
130
46
Stephen Redmond4
73
–
Total
827
820
1.
For 2024, fees include pro-rated fees which reflects Sir Brian Williamson stepping down from the Board and Board Committees with effect from 15 May 2024.
2.
For 2023, fees include pro-rated fees which reflects Dr. Richard Sandor stepping down from the Board and Board Committees on 7 November 2023.
3.
Rebecca Shelley was appointed to the Board on 24 July 2023. Fees for 2023 were pro-rated from the date of her appointment. Rebecca was appointed Lead Independent Director of the Board from February 2024 and
she was appointed to serve as Chair of the Remuneration Committee on 15 May 2024. Fees have been pro-rated.
4.
Stephen Redmond was appointed to the Board on 14 May 2024. He was also appointed to serve on the Remuneration and Nomination Committees. Fees for 2024 have been pro-rated from the date of his appointment.
The aggregate remuneration paid for the year ended 31 December 2024 by way of fees for all the Non-Executive Directors was $827,483, made up of $727,483 in respect of CHL
and $100,000 in respect of CRL.
84
Annual Report on Remuneration continued
Details of Executive Directors awards under the LTIP and DSBP
Details of the awards for Executive Directors under the LTIP and DSBP are below, including awards made during the year.
Scheme under
which award
was granted
Grant date1 Awards held at
1 Jan 2024
Awards
granted during
the year
Awards
vested during
the year2
Awards held at
31 Dec 2024
Neil Eckert
DSBP 2022
25-Mar-22
63,821
–
31,905
31,916
DSBP 2023
24-Mar-23
26,333
–
8,776
17,557
DSBP 2024
22-Mar-24
–
121,593
–
121,593
LTIP 20243
21-Jun-24
–
–
–
–
90,154
121,593
40,681
171,066
Trevor Carvey
DSBP 2022
25-Mar-22
100,174
–
50,079
50,095
DSBP 2023
24-Mar-23
39,747
–
13,247
26,500
DSBP 2024
25-Mar-24
–
195,788
–
195,788
LTIP 20243
21-Jun-24
–
–
–
–
139,921
195,788
63,326
272,383
Elaine Whelan
DSBP 2022
25-Mar-22
74,252
–
37,119
37,133
DSBP 2023
24-Mar-23
33,905
–
11,300
22,605
DSBP 2024
25-Mar-24
–
143,170
–
143,170
LTIP 20243
21-Jun-24
–
248,123
–
248,123
108,157
391,293
48,419
451,031
1.
The vesting dates for the DSBP awards are subject to CHL not being in a closed period and are as follows:
2022 award (for 2021 performance bonus) – vests 33.33% per year over a three-year period, being 25 March 2023, 25 March 2024 and 25 March 2025.
2023 award (for 2022 performance bonus) – vests 33.33% per year over a three-year period, being 24 March 2024, 24 March 2025 and 24 March 2026.
2024 award (for 2023 performance bonus) – vests 33.33% per year over a three-year period, being 25 March 2025, 25 March 2026 and 25 March 2027.
2.
Vested awards are included in the Executive Directors' shareholdings disclosed on the following page.
3.
Neil Eckert and Trevor Carvey did not receive an award under the LTIP in 2024. Elaine Whelan's LTIP award was made after the Remuneration Policy was approved by CHL's shareholders at the 2024 AGM held on
15 May 2024. The number of awards was calculated based on 250% of her base salary, which is below the maximum award level permitted under the provisions of the Remuneration Policy.
85
Annual Report on Remuneration continued
Directors’ shareholdings
Details of the Directors’ interests in Common Shares are shown in the following table. Executive Directors are required to build and retain a holding of CHL shares equivalent to at least
300% of their base salary.
as at 31 Dec 2024
Executive Director
Beneficially
owned as at
1 Jan 2024
Beneficially
owned as at
31 Dec 2024
Share awards
not subject to
performance
conditions
DSBP
(unvested1)
Share awards
subject to
performance
conditions
LTIP
(unvested2)
Guideline % of
base salary
Guideline met
Neil Eckert3
707,387
744,676
171,066
–
300%
Yes
Trevor Carvey4
442,709
605,557
272,383
–
300%
Yes
Elaine Whelan
233,266
323,185
202,908
248,123
300%
Yes
1.
Share awards under the DSBP are calculated as up to 50% of the annual bonus award, with the number of shares calculated using the average of the share price at the close of the market over the five trading days prior
to the day that the award is granted. See page 82 for details.
2.
Awards granted under the LTIP to Executive Directors have performance conditions attached. At the time of vesting, the final vesting details will be disclosed.
3.
Neil Eckert's beneficially owned Common Shares includes 49,366 shares owned by his spouse, Nicola Eckert.
4.
Trevor Carvey's beneficially owned Common Shares include 4,022 shares owned by his spouse, Catherine Carvey.
Non-Executive Director1
Beneficially
owned as at
1 Jan 2024
Beneficially
owned as at
31 Dec 2024
Sir Brian Williamson2
30,000.00
30,000.00
Malcolm Furbert
8,000.00
8,000.00
Elizabeth Murphy
15,000.00
15,000.00
Ken Randall
55,000.00
55,000.00
Michelle Seymour Smith
20,000.00
20,000.00
Rebecca Shelley3
4,088.00
4,088.00
Stephen Redmond4
–
25,000.00
1.
Non-Executive Directors do not receive an annual bonus and therefore do not participate in the DSBP.
2.
Sir Brian Williamson retired from the Board with effect from 15 May 2024; any shares purchased or sold by him after this date are not reflected above. From 2025 Sir Brian's holdings will not be reported.
3.
Rebecca Shelley was appointed to the Board on 24 July 2023.
4.
Stephen Redmond was appointed to the Board on 14 May 2024.
86
Annual Report on Remuneration continued
Management Incentive Plan (MIP)
As previously disclosed, a share incentive plan, the MIP, was put in place prior to Admission for Neil Eckert and Trevor Carvey (the founders of Conduit) and other senior managers
who are expected to make key contributions to the success of Conduit from Admission. Upon appointment in January 2021, Elaine Whelan was awarded options over MIP Shares as
disclosed below.
The table below sets out the respective MIP Share allocations for each of the Executive Directors at 31 December 2024:
Name
USD MIP
Shares
GBP MIP
Shares
Percentage
of MIP
Neil Eckert
45,000
45,000
45 %
Trevor Carvey
30,000
30,000
30 %
Elaine Whelan1
5,000
5,000
5 %
Total
80,000
80,000
80 %
1.
Elaine Whelan’s MIP award is in the form of a nil-cost option over MIP Shares.
No additional MIP awards can be granted. The MIP was facilitated by subscription for shares in Conduit MIP Limited (CML) (a direct subsidiary of CHL, which is an intermediate holding
company of CRL). Under the MIP, Executive Directors and other senior managers invited to participate subscribed for MIP Shares or were issued nil-cost options over MIP Shares in CML.
Half of the MIP Shares are denominated in pounds sterling (GBP MIP Shares) and half in US dollars (USD MIP Shares).
The first relevant anniversary date for calculation of the performance condition under the MIP was 7 December 2024. As the performance condition was not met, no awards under the
MIP were exercised in the year under review. Tranches of MIP awards that do not meet the performance condition will roll forward for assessment at the next relevant anniversary date
which is 7 December 2025. Subject to the terms of the MIP, if the performance condition is satisfied at the relevant time, the MIP Shares will be exchanged automatically for Common
Shares of CHL for an aggregate value equivalent of up to 15% of the excess of the Market Value of CHL over and above the Invested Equity (the 'Growth'). This equates to 7.5% of the
Growth based on calculations in pounds sterling for the GBP MIP Shares and 7.5% of the Growth based on calculations in US dollars for the USD MIP Shares.
If (1) the performance condition is satisfied for either or both of the GBP MIP Shares or the USD MIP Shares on each of the fourth, fifth, sixth and seventh anniversaries of Admission
and (2) no takeover of CHL or sale or liquidation of CML has taken place before any of those dates, one quarter of the relevant MIP Shares (delivering 1.875% of the Growth to the
relevant shares) (each a Tranche) will be automatically exchanged for such number of Common Shares of CHL as have an aggregate value (at the closing share price for the trading day
immediately prior to the date of the exchange) equal to 1.875% of the Growth at the date of the exchange. Whenever the performance condition has not been satisfied on the relevant
anniversary date in respect of a Tranche, those MIP Shares which might otherwise have been exchanged will not be exchanged and will automatically exchange at the next anniversary
date on which the performance condition is satisfied. If the performance condition is satisfied, any MIP Shares that have not automatically been exchanged for Common Shares of CHL
before that date will on the effective date of any takeover of CHL or sale or liquidation of CML be exchanged (delivering the remainder of the 7.5% of Growth for each of the USD MIP
Shares and the GBP MIP Shares).
87
Annual Report on Remuneration continued
If on the seventh anniversary of Admission, the performance condition is not satisfied, all MIP Shares to be exchanged for Common Shares of CHL on that date will be redeemed for
1 pence (sterling) in aggregate. Similarly, on a takeover of CHL or sale or liquidation of CML, if the performance condition is not satisfied, all of the MIP Shares will be redeemed for
1 pence (sterling) in aggregate. MIP Shares are subject to customary leaver provisions and malus/clawback principles.
The performance condition for the MIP is the compound annual growth rate achieved by CHL’s shareholders on the date of the relevant exchange of MIP Shares for Common Shares
of CHL must be equal to or greater than 10% per annum. The performance condition is measured by reference to (1) any growth in CHL’s market capitalisation, (2) any dividends paid
to common shareholders and (3) any other returns of value to common shareholders. The performance condition is calculated on the initial capital raised at Admission then (and from
the date of any future equity investment in Conduit on that equity) to the date of the relevant exchange. It also takes into account the timing of any prior returns to holders of Common
Shares. The performance condition will be calculated separately in US dollars for the USD MIP Shares and pounds sterling for the GBP MIP Shares.
Performance graph and table
This graph below shows the value of £100 invested in CHL compared with the value of FTSE 250 (excluding Investment Trusts) since Admission.
CHL relative to FTSE 250 (7 December 2020 – 31 December 2024)
£99.50
£87.59
£93.94
£109.44
£112.19
7 Dec 2020
31 Dec 2020
31 Dec 2021
30 Dec 2022
29 Dec 2023
31 Dec 2024
80
90
100
110
120
130
140
88
Annual Report on Remuneration continued
l CHL
l FTSE 250
CEO single figure of remuneration
The table below shows the pay information of the CEO (in $000).
2024
2023
2022
2021
2020
CEO total remuneration
$3,020
$3,847
$1,699
$2,649
$606
Actual bonus as a % of
maximum
55.3
100
19
59
n/a
Actual share award vesting as
% of the maximum
n/a
n/a
n/a
n/a
n/a
Relative importance of the spend on pay
The table below shows Conduit’s expenditure on employee pay compared with distributions
to shareholders for the period under review.
2024
$m
2023
$m
2022
$m
Percentage
change
%
Distributions to shareholders
59.5
59.3
59.3
0.3 %
Total employee pay
41.7
31.8
22.3
31.1 %
CEO pay ratio
The majority of Conduit's employees are based in Bermuda, with fewer than 250
employees globally. As a result, there is no legal requirement to publish a CEO pay ratio.
However, Conduit voluntarily reports the CEO pay ratio in line with its commitment to
high standards of corporate governance. The CEO pay ratios have been calculated using
Conduit's total employee base as at 31 December in each respective year.
Calculation
method
2024
2023
2022
25th percentile Total Pay Ratio
A
15:1
24:1
14:1
Median Total Pay Ratio
A
10:1
15:1
9:1
75th percentile Total Pay Ratio
A
6:1
9:1
4:1
The table above sets out the single figure of remuneration for the CEO as compared
with the single figure of remuneration of employees at the 25th percentile, median and
75th percentile.
Conduit uses methodology A and defines the population as all Conduit employees
employed at the close of the financial year, excluding contractors, to calculate the
total annual remuneration. Total annual remuneration is defined and calculated on the
same basis used for the Executive Directors in the single figure of remuneration. This
methodology was selected as it is considered the most accurate calculation method for
the ratio calculations.
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
Total
remuneration
($)
Base
salary
($)
Total
remuneration
($)
Base
salary
($)
Total
remuneration
($)
Base
salary
($)
2024
197,985
156,818
302,770
222,789
498,036
275,000
15:1
6:1
10:1
4:1
6:1
3:1
89
Annual Report on Remuneration continued
Percentage change in remuneration1
Given that Conduit was incorporated on 7 December 2020 and was therefore listed for less than a month in 2020 following Admission, a year-on-year comparison in remuneration for
2020 versus 2021 is of limited use. As previously noted, market-loss events and mark-to-market unrealised losses on investments had a negative impact on remuneration in 2022 as
disclosed in the single figure of remuneration (in ,000) disclosure in the 2022 Annual Report and Accounts. The year-on-year percentage changes in remuneration for the Executive
Directors and fees for Non-Executive Directors is disclosed below. The percentage change in remuneration for employees of Conduit represent all the total employee compensation costs,
inclusive of equity-based compensation charges, for the respective years as disclosed in note 7 of the financial statements on page 142.
Percentage change in remuneration table
2024
2023
2022
2021
Executive Directors
Salary /
fees
Benefits1
Bonus
Salary /
fees
Benefits1
Bonus
Salary /
fees
Benefits1
Bonus
Neil Eckert2
5.0
150.3
-38.1
3.0
259.1
415.0
3.0
-5.2
-66.6
n/a
Trevor Carvey
5.0
31.4
-42.0
3.0
20.4
449.3
3.0
1.4
-67.9
n/a
Elaine Whelan3
5.0
36.9
-32.1
3.0
16.7
370.9
8.9
12.4
-63.0
n/a
Non-Executive Directors
Sir Brian Williamson4
-65.6
n/a
n/a
0
n/a
n/a
0
n/a
n/a
n/a
Malcolm Furbert
4.8
n/a
n/a
0
n/a
n/a
0
n/a
n/a
n/a
Elizabeth Murphy
4.4
n/a
n/a
0
n/a
n/a
0
n/a
n/a
n/a
Ken Randall
4.0
n/a
n/a
0
n/a
n/a
0
n/a
n/a
n/a
Michelle Seymour Smith5
4.8
n/a
n/a
1.7
n/a
n/a
312.5
n/a
n/a
n/a
Rebecca Shelley6
182.9
n/a
n/a
46.1
n/a
n/a
n/a
n/a
n/a
n/a
Stephen Redmond7
72.6
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Employees of the parent company
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Employees of the Group
14.4
69.9
4.6
14.2
26.5
252.1
52.0
55.4
-59.3
n/a
1.
Benefits includes equity compensation disclosed in 'Other' on page 76 in the Executive Directors' 'Single figure of remuneration' table. In 2023 and 2024, there were equity awards under the DSBP which accrued dividend
equivalents. Upon vesting these dividend equivalents were calculated and are represented within the reported benefits.
2.
From 1 January to 30 September 2023, Neil Eckert was employed via service agreements split between CHL and CRSL, to delineate his duties. All salary and benefits payable through CRSL as a result of this arrangement
were converted from US dollars into pounds sterling for each monthly payroll. These conversions are reflected in the 2024 year-on-year percentage change for Neil. From 1 October 2024, Neil's service agreement was wholly
with CHL as CRSL was closed.
3.
Elaine Whelan was appointed on 14 January 2021, and her pay and benefits for 2021 were pro-rated. This accounts for the above noted 8.9% base salary change from 2022 against the pro-rated 2021 year.
4.
Sir Brian Williamson retired from the Board with effect from 15 May 2024; his 2024 and related fees percentage change represent his time as a Director.
5.
Michelle Seymour Smith was appointed to the Board on 15 September 2021. Her fees for 2021 were pro-rated for her time as a Director and the year-on-year percentage change for 2022 reflects a full year against the
pro-rated prior year.
6.
Rebecca Shelley was appointed to the Board on 24 July 2023. Her fees for 2023 represent her time as a Director. Rebecca Shelley was appointed SID from February 2024 and Chair of the Remuneration Committee from
May 2024, and her reflect these additional appointments in 2024.
7.
Stephen Redmond was appointed to the Board on 14 May 2024. His fees for 2024 represent his time as a Director.
90
Annual Report on Remuneration continued
External advisers
In 2022, the Committee appointed specialist remuneration advisers Alvarez & Marsa Tax LLP ("A&M"), a firm with no other connection to Conduit or individual directors. A&M is a member
of the Remuneration Consultants’ Group and is a signatory to its Code of Conduct, requiring the advice provided to be objective and impartial. Based on the above, the Committee
is comfortable that the advice provided was independent. During 2024, $87,531 was paid to A&M (2023: $56,637), on a time and materials basis.
Statement of shareholder voting
The 2023 Annual Report on Remuneration and the current Remuneration Policy were submitted to a vote of shareholders at Conduit's 2024 AGM held on 15 May 2024. Disclosure of
the voting results at the AGM is presented below.
Vote to approve 2023 Annual
Report on Remuneration
(at the 2024 AGM)
Vote to approve
Remuneration Policy
(at the 2024 AGM)
Total number
of votes
% of votes
cast
Total number
of votes
% of votes
cast
For
125,716,041
98.72
96,719,933
81.77
Against
1,629,581
1.28
21,559,064
18.23
Total
127,345,622
100.0
118,278,997
100.0
Abstentions
–
9,066,625
91
Annual Report on Remuneration continued
Implementation of Remuneration Policy for 2025
We disclose here the remuneration approach we have implemented for Executive Director
and senior management remuneration in 2025. Given Conduit's location in Bermuda, the
primary talent markets where employees are sourced is in Bermuda, Europe and the U.S.
This means that there may be times where these markets will dictate the remuneration
and benefit provisions to ensure Conduit remains an employer of choice to the candidates
being sought.
Salary increases across Conduit
A standard salary increase of 5.0% was applied to Executive Directors when setting the
2025 salaries. Across the wider workforce for Conduit, base salary increases for staff
eligible for a 1 January 2025 review were 5.0%. When including adjustments for promotions
or market alignment, for the eligible workforce population excluding Executive Directors,
the average increase salary increase was 5.8%.
All salary increases are with effect from 1 January 2025 and for Executive Directors are
as follows:
Executive Director
2025 salary
2024 salary
Neil Eckert
$619,910
$590,391
Trevor Carvey
$935,714
$891,156
Elaine Whelan
$684,241
$651,658
Impact of inflationary environment on employees
Management has again reviewed the impact of inflation on Conduit's staff's cost of living.
A decision has been made to discontinue the Cost of Living Allowance (COLA) as a separate
allowance for staff. Instead, the rate of COLA allowance paid to the majority of staff in the past
two years has now been consolidated into base salaries. For those employees whose COLA
was not consolidated into base salary, management has determined that the base salary
increase excluding COLA consolidation was sufficient to ensuring that affected staff members
were not adversely impacted. When accounting for the impact of this change, the average
base pay increase for the workforce, excluding Executive Directors, was 10.6%.
Housing allowances
Housing allowances (which apply to the Bermuda-based Executive Directors only) remain
unchanged from the prior year for the CEO and is proposed to increase as follows for
the CFO:
2025
2024
Executive Director
Monthly
housing
allowance
Annual
housing
allowance
Monthly
housing
allowance
Annual
housing
allowance
Trevor Carvey
$17,500
$210,000
$17,500
$210,000
Elaine Whelan
$15,000
$180,000
$10,000
$120,000
Bonus target and maximum parameters
Current bonus target and maximum opportunities for the Executive Directors also remain
unchanged from the prior year. They are as follows:
2025
2024
Executive Director
Bonus target
Maximum
bonus
Bonus target
Maximum
bonus
Neil Eckert
150%
300%
150%
300%
Trevor Carvey
150%
300%
150%
300%
Elaine Whelan
150%
300%
150%
300%
For the 2025 bonus scheme for Executive Directors, 75% will be subject to financial
performance based on RoE and 25% will be subject to personal performance towards
delivery of key strategic objectives. The target RoE generated by the annual business plan
process is considered when setting the appropriate targets for calculating the financial
element of target bonuses, with actual bonus payments calculated subject to a range
of RoE levels. A minimum RoE financial performance hurdle applies before any bonus is
payable. The Remuneration Committee believes that these targets are suitably challenging
for Conduit’s operations. Details of the targets will be disclosed retrospectively in next
year’s Annual Report on Remuneration. Up to half of any bonus award will be deferred into
Common Shares. Consistent with best practice, malus and clawback provisions will apply.
92
Annual Report on Remuneration continued
Other benefits
Other market-typical benefits for Executive Directors working in Bermuda have been
provided, including normal health and welfare benefits, housing allowances and travel
allowances, and Conduit’s payment of the employee’s obligations for Bermuda payroll taxes
and social insurance.
Pension
The Executive Directors’ pension provision for 2025 continues to be aligned with that
of the broader of the workforce at 10% of pensionable earnings. Executive Directors
may elect to take cash in lieu of pension, subject to compliance with applicable law.
Long-term incentives
Executive Directors participate in the MIP, which was put in place pre-IPO.
2025 awards under the LTIP will be made to the CFO in line with the approved
Remuneration Policy; the Executive Chairman has waived his right to participate in the LTIP
and the CEO has elected not to participate in the 2025 awards.
The two financial performance conditions relevant to the long-term incentive awards
are noted on page 83.
Committee discretion with regards to LTIP vesting
If any year within the award-vesting assessment produces a return that the Committee
believes is significantly worse than competitors and reflects poor management decisions,
the Committee will use its discretion to determine the extent to which any relevant element
of the LTIP award shall vest fully (or to any lesser extent) based on the performance over
the full three-year period.
Non-Executive Director Fees
An independent review of Non-Executive Director fees was undertaken during 2024
by Conduit's independent remuneration consultants – A&M. The report recommended
an increase in Conduit's Non-Executive Director base fee to $85,000 per annum from
May 2024, while it was recommended that all other Non-Executive Director fees
remain unchanged.
The Non-Executive Directors’ basic fee will remain at $85,000 per annum for 2025.
Additional annual fees are payable to Non-Executive Directors in respect of membership
of Board Committees of $15,000 per committee and $25,000 for appointment as Chair
of a committee (and $15,000 for appointment as SID) will also remain the same. The Non-
Executive Directors do not participate in incentive schemes. A fee of $25,000 per annum
is also payable in respect of Non-Executive Director appointment to the CRL board.
93
Annual Report on Remuneration continued
The Directors of CHL present their report for the year ended 31 December 2024. This
report includes the additional information required to be disclosed under the Disclosure
and Transparency Rules (DTR) of the UK Financial Conduct Authority. Certain information
included in the Strategic Report, the Corporate Governance Report, the Audit Committee
Report, the Nomination Committee Report and the Directors’ Remuneration Report are
incorporated by reference into the Directors’ Report in addition to the following topics.
Overview
Conduit Holdings Limited (CHL) was incorporated in Bermuda on 6 October 2020
under registration number 55936 and has three subsidiaries incorporated in Bermuda:
Conduit MIP Limited (CML), an incentive-related entity (registration number 56057),
Conduit Reinsurance Limited (CRL), the main operating company of Conduit (registration
number 55937), and Conduit Services Limited (CSL), a services company (registration
number 56189).
Conduit Reinsurance Services Limited (CRSL), a services company registered in
England (registration number 12947450) and wholly owned by CHL, ceased operation
on 30 September 2024 and was dissolved by way of a members voluntary striking-off
procedure which was completed on 14 January 2025.
All of CHL’s Common Shares are admitted to the EST category of the
Official List of the UK Financial Conduct Authority and admitted to trading on the LSE’s
main market for listed securities.
Principal activity
Conduit’s principal activity, conducted through its main operating subsidiary CRL,
is to provide reinsurance products and services to its clients worldwide.
Principal risks and financial internal controls and risk management
Conduit’s principal risks and a description of the risk management framework and
governance are set out in the Enterprise Risk Management Report on pages 24 to 28;
information regarding financial internal controls and risk management is set out in note 3
of the consolidated financial statements.
Board of Directors
The Directors of the Company who served during the financial year and through to the
date of this report are listed on page 50.
Biographies are set out on pages 41 to 44.
Dividends
On 30 July 2024, the Board declared an interim dividend of $0.18 (approximately
£0.14 pence) per Common Share resulting in an aggregate payment of $29.7 million
to shareholders.
On 18 February 2025, Conduit’s Board of Directors declared a final dividend for 2024 of
$0.18 (approximately £0.14) per Common Share, which will result in an aggregate payment
of $29.7 million to shareholders.
Insurance and indemnification
Conduit purchases insurance to cover the Directors and officers against their costs
in defending themselves in civil proceedings taken against them in that capacity and
in respect of damages resulting from the unsuccessful defence of any proceedings.
The bye-laws of the Company also provide that the Company shall, to the extent
permitted by law, indemnify the Directors in respect of their acts and omissions and
that the Company shall advance funds to Directors for their defence costs. The indemnity
provisions set out in the bye-laws were in force during the financial year. Insurance and
indemnity arrangements will not provide cover where the Director has acted fraudulently
or dishonestly.
Recent developments
Recent developments are discussed on page 162.
Stakeholder engagement
A review of the Company's engagement with stakeholders is set out in the Section 172
Statement on page 36.
94
Directors' Report
Diversity and inclusion
A discussion of Diversity and Inclusion is set out in the Nomination Committee Report
on page 54 to 55.
Compliance with the Code
A review of the Company’s compliance with The UK Code is set out on pages 48 to 52.
ESG
The ESG summary on pages 30 to 35 provides an overview of Conduit's approach to ESG,
including charity and climate.
Carbon emissions
Details of Conduit's carbon emissions for 2024 can be found in the ESG summary on
page 35 of this report.
Political donations
No political donations were made by Conduit in the year ended 31 December 2024, nor in 2023.
Share capital
Details of the structure of the Company's share capital and changes in the share capital
during the year are disclosed in note 17 to the consolidated financial statements. The
Common Shares are the only class of shares of Conduit presently in issue carrying voting
rights. There are no nil or partly paid shares in issue. All Common Shares rank pari passu
in all respects, there being no conversion or exchange rights attaching thereto and all
Common Shares have equal rights to participate in capital, dividend and profit distributions
by Conduit. The Common Shares are freely transferable and there are no restrictions on
transfer, except as set out in the bye-laws or as may from time to time be imposed by
law and regulations.
Bye-law amendments
A copy of the Company's bye-laws is available for inspection on Conduit’s website and
at Conduit’s registered office. Changes to Conduit’s bye-laws are governed by Bye-law 84,
the text of which is repeated here in full:
“84.1 Subject to Bye-law 84.2, no bye-law shall be rescinded, altered or amended and
no new bye-law shall be made until the same has been approved by a resolution of the
Board and by a resolution of the Members.
84.2 Bye-laws 43, 44, 45, 47, 84 and 86 shall not be rescinded, altered or amended
and no new bye-law shall be made which would have the effect of rescinding, altering
or amending the provisions of such bye-laws, until the same has been approved by
a resolution of the Board including the affirmative vote of not less than 66% of the
Directors then in office and by a resolution of the members including the affirmative
vote of not less than 66% of the votes attaching to all shares in issue.”
Shareholder Authority to Purchase Own Shares
At the 2024 AGM, the shareholders approved and authorised the Directors to make one or
more market purchases of the issued Common Shares of the Company up to an aggregate
nominal value of US$165,239.99 (such amount being approximately 10 per cent of the
Company’s issued share capital as at 11 April 2024, at a price of not less than the nominal
value of the Common Shares (exclusive of expenses payable by the Company). The
authority runs from 15 May 2024 to the conclusion of the 2025 AGM or at 6:00 p.m.
Bermuda Time on 31 August 2025, whichever is sooner.
Purchase of shares by the Employee Benefit Trust
CHL established an EBT during the second quarter of 2022 with the sole purpose
of managing the equity incentives granted to executives and employees of Conduit
(other than the MIP).
Further details of the EBT are set out in note 21 to the consolidated financial statements
on page 161.
In 2024 the EBT continued to make on-market purchases of the Company's Common
Shares. The Common Shares held in the Conduit EBT are intended to be used for the
benefit of employees under Conduit's variable incentive schemes.
Further details of the shares held by, and the purchases made by, the Conduit EBT
are set out in note 21 to the consolidated financial statements on page 161.
95
Directors' report continued
Directors’ interests
Directors’ beneficial interests in the Company’s Common Shares as of 31 December 2024, including interests notified to the Company in respect of Directors’ closely associated persons
within the meaning of the Market Abuse Regulation (MAR) were as follows:
Directors
Common
Shares held
as of
31 December
2024
Common
Shares held
as of
31 December
2023
Neil Eckert, Executive Chairman
744,6761
707,3872
Trevor Carvey, CEO
605,5573
442,709
Elaine Whelan, CFO
323,185
233,266
Rebecca Shelley, Senior Independent Director
4,088
4,088
Malcolm Furbert, Independent Non-Executive Director
8,000
8,000
Elizabeth Murphy, Independent Non-Executive Director
15,000
15,000
Ken Randall, Independent Non-Executive Director
55,000
55,000
Stephen Redmond, Independent Non-Executive Director
25,000
–
Michelle Seymour Smith, Independent Non-Executive Director
20,000
20,000
1.
Includes 49,336 shares owned by Neil Eckert's spouse, Nicola Eckert.
2.
Includes 43,104 shares owned by Neil Eckert's spouse, Nicola Eckert.
3.
Includes 4,022 shares owned by Trevor Carvey's spouse, Catherine Carvey
96
Directors' report continued
Shareholding guidelines require Executive Directors to build and maintain a shareholding
in Company of 300% of salary while in post. Where not met, any portion of future bonuses
that are paid in shares and other share awards or purchases will accumulate until this
requirement is met. Further details are set out in the Remuneration Report on pages 64
to 65. As at 31 December 2024. Neil Eckert, Trevor Carvey and Elaine Whelan met the
shareholding requirement set for executive directors.
Major shareholdings
As at 26 February 2025 the Company had been notified (via forms TR-1: Standard form for
notification of major holdings in accordance with DTR 5.3.1R(1)) of the following interests
of 5% or more in the voting rights in its Common Shares.
Shareholder
Number of shares
February 2025 (m)
% of shares
notified per
Form TR11
FIL Limited
16,559,646
10.02
Aviva Plc and affiliates
16,446,637
9.95
Artemis Investment Management LLP
10,151,493
6.14
Janus Henderson Group Plc
8,804,511
5.33
Zedra Trust Company (Guernsey) Limited2
8,262,000
5.00
1.
Percentage as at date of notification.
2.
Zedra Trust Company (Guernsey) Limited is the independent trustee of CHL’s EBT (the 'Trustee').
Unless specifically directed by CHL, the EBT Trustee shall abstain from exercising its voting rights over
the Common Shares held by the EBT at any general meeting of CHL. If CHL directs that the EBT Trustee
may vote, CHL cannot direct the manner in which the EBT Trustee exercises its votes.
Going concern and viability statement
A review of the financial performance of Conduit is set out on pages 19 to 22. The financial
position of Conduit, including its cash flows and its borrowing facilities, are included in
the financial statements starting on page 100. Conduit is well capitalised and has a well-
balanced book of business.
The Board will consider Conduit’s strategic plan for the business annually on a rolling basis
using a three- to five-year time horizon. This period aligns to Conduit’s liabilities and
business model, allowing Conduit to adapt capital and solvency quickly in response to
market cycles, events and opportunities.
The Board conducted its annual review of strategy in 2024 and updated Conduit’s planning
over a three- to five-year time horizon, taking into account perspectives on the external
business environment and the principal risks and material uncertainties affecting Conduit
and examining how Conduit’s capital and operational capacity can best be aligned to
support Conduit’s objectives over the planning horizon. Further information on Conduit’s
principal risks can be found on pages 27 to 28. The risk disclosures section of the
consolidated financial statements on pages 120 to 138 sets out the principal risks to
which Conduit is exposed, including reinsurance risk, market risk, liquidity risk, credit
risk, operational risk and strategic risk, together with Conduit’s policies for monitoring,
managing and mitigating its exposures to these risks. As part of the consideration of the
appropriateness of adopting the going concern basis, Conduit uses stress and scenario
analysis, and testing, to assess the robustness of Conduit’s solvency and liquidity positions.
To make the assessment, Conduit analysed and tested a number of scenarios individually
and in combination, including applying reverse stress tests. The Board considers an
aggregated occurrence of all these scenarios to be remote and that under the assessed
scenarios Conduit remained adequately capitalised.
The Audit Committee also considered a formal going concern analysis from management
at its November 2024 meeting (for further details, see page 61 in the Audit Committee
Report).
After reviewing Conduit’s strategy, budgets and medium-term plans, and subject to
the principal risks faced by the business, the Board has a reasonable expectation that
Conduit has adequate resources to continue in operational existence through the period
to 31 December 2025. For this reason, the Board continues to adopt the going concern
basis in preparing the accounts.
97
Directors' report continued
Disclosure of information to the auditors
Each of the persons who is a Director at the date of approval of this Annual Report and
Accounts confirms that:
•
so far as the Director is aware, there is no relevant audit information of which the
Company's auditors are unaware; and
•
the Director has taken all the steps that he or she ought to have taken as a Director
in order to make himself or herself aware of any relevant audit information and
to establish that the Company's auditors are aware of that information.
Auditors
KPMG Audit Limited has expressed its willingness to remain in office and the Audit
Committee has recommended its reappointment to the Board.
A resolution to reappoint the auditors and to authorise the Directors to determine their
remuneration will be proposed at the Company's AGM.
Powers of Directors
The powers given to the Directors are contained in the Company’s bye-laws and are
subject to relevant legislation and, in certain circumstances (including in relation to the
issuing and buying back by Conduit of its shares), approval by shareholders in a general
meeting.
At the AGM in 2024, the Directors were granted authorities to allot and issue shares and to
make market purchases of shares and intend to seek renewal of these authorities in 2025.
Appointment and replacement of Directors
The appointment and replacement of Directors is governed by the Company's bye-laws
and the Bermuda Companies Act 1981 and related legislation. In accordance with The UK
Code, all Directors will stand for annual re-election.
Annual General Meeting
The 2025 AGM will be held at 10:00 a.m. Bermuda Time on Wednesday, 14 May 2025
at Conduit’s headquarters at Ideation House, 94 Pitts Bay Road, Pembroke, Bermuda.
The Notice of the AGM will be sent to shareholders in a separate circular. The deadline
for submission of proxies will be 20 hours before the meeting.
Approved by the Board of Directors and signed on behalf of the Board
Greg Lunn
Company Secretary
26 February 2025
98
Directors' report continued
The Board is responsible for preparing the Annual Report and Conduit’s consolidated
financial statements in accordance with applicable law and regulations. Our responsibilities
include ensuring that the Company maintains proper accounting records which disclose
with reasonable accuracy the financial position of the Company and that the financial
statements present a fair view for each financial period.
Legislation in Bermuda governing the preparation and dissemination of the consolidated
financial statements may differ from legislation in other jurisdictions.
Directors’ confirmations
We confirm that we consider the Annual Report and Accounts, taken as a whole, is fair,
balanced and understandable, and provides the information necessary for shareholders to
assess the Company’s and Conduit’s position, performance, business model and strategy.
Further, we confirm that to the best of our knowledge:
•
the consolidated annual financial statements are prepared on a going concern basis
in accordance with IFRS as issued by the IASB. Conduit’s management determine
appropriate measurement bases, to provide the most useful information to users of the
consolidated financial statements, providing a true and fair view of the assets, liabilities,
financial position and profit or loss of Conduit; and
•
the Strategic Report on pages 2 to 38 which serves as the management report, includes
a fair review of the development and performance of the business and position and the
undertakings included in the consolidation taken as a whole, together with a description
of the principal risks and uncertainties they face.
The audited consolidated financial statements were approved for issue on 26 February
2025 and the Directors responsible for authorising the responsibility statement on behalf
of the Board are:
Trevor Carvey
Elaine Whelan
Executive Director
Executive Director
and CEO
and CFO
26 February 2025
26 February 2025
99
Directors' Responsibilities Statement
100
Financial
Statements
In this section:
101
Independent Auditor's Report
107
Consolidated statement of
comprehensive income
108
Consolidated balance sheet
109
Consolidated statement of changes
in shareholders' equity
110
Statement of consolidated cash flows
111
Notes to the consolidated
financial statements
163
Additional performance measures
166
Glossary
170
Advisers and contact information
KPIs
For more explanation and calculation
methodology on our additional
performance measures go to page 163.
Risk disclosure
Find out more about the nature and
extent of our principle risks on page 120.
KPMG Audit Limited
Telephone
+1 441 295 5063
Crown House
Fax
+1 441 295 9132
4 Par-la-Ville Road
Internet
www.kpmg.bm
Hamilton
HM 08
Bermuda
Independent Auditor's report
To the Shareholders and Board of Directors of Conduit Holdings Limited
Report on the audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Conduit Holdings Limited (the
“Company”) and its subsidiaries (the “Group”), which comprise the consolidated balance
sheet as at 31 December 2024, the consolidated statements of comprehensive income,
changes in shareholders' equity and cash flows for the year then ended, and notes,
comprising material accounting policies and other explanatory information.
In our opinion, the accompanying consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the Group as at 31 December 2024,
and its consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with International Financial Reporting Standards (IFRS) Accounting
Standards as issued by the International Accounting Standards Board (IFRS Accounting
Standards).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(ISAs). Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the Consolidated Financial Statements section of our report.
We are independent of the Group in accordance with the International Ethics Standards
Board for Accountants' International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code) together with the ethical
requirements that are relevant to our audit of the consolidated financial statements in
Bermuda, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
101
Independent Auditor's report
Valuation of components of the liability for incurred claims ('LIC')
(2024: Reinsurance contract liabilities include a liability for incurred claims of $978.0 million, $936.8 million net of ceded asset for incurred claims.
2023: Liability for incurred claims of $592.2 million, $549.6 million net of ceded asset for incurred claims)
Refer to the Audit committee report on pages 57 – 62 and the following in the notes to the consolidated financial statements: note 2 ‘Material accounting policies’,
note 3 ‘Risk disclosures’ and note 14 ‘Reinsurance contracts’.
102
Independent Auditor's report
continued
The risk
Our response
A significant estimate made by management is the estimation of the LIC. The LIC is
derived from the estimated fulfilment cash flows relating to outstanding claims and claim
expenses already incurred but not yet paid and incurred but not reported losses (IBNR).
In addition, an explicit risk adjustment for non financial risk is applied. Estimates of future
cash flows for incurred claims are discounted on initial recognition and then re-measured
to current rates as at the reporting date.
Subjective valuation
The valuation of the LIC is a complex process which incorporates a significant amount
of judgement with high estimation uncertainty in setting assumptions such as initial
expected loss and loss adjustment expense ratios (loss ratios), claim development
patterns, estimates for large loss events and catastrophe (CAT) events and a risk
adjustment.
Amounts recoverable from reinsurers are estimated using the same methodology and
judgements as for the underlying liabilities.
Cash flows for IBNR reserves are estimated initially using expected loss ratios which are
selected based on information derived by the Group’s underwriters and actuaries during
the initial pricing of the business. The estimates used may be revised as additional
experience or other data becomes available. As actual loss information is reported, and
the Group develops its own loss experience, management will use various actuarial
methods as well as a combination of management’s judgement and experience, historical
reinsurance industry loss experience and estimates of pricing adequacy trends to estimate
cash flows for IBNR.
As such, we determined that the LIC has a higher degree of estimation uncertainty
specifically around the estimation of IBNR.
Our procedures included:
Control design and implementation:
•
We evaluated the design and implementation of the Group’s key controls regarding
review and approval of the LIC. We performed the tests below rather than seeking
to rely on any of the Group’s controls because the nature of the balance is such
that we would expect to obtain audit evidence primarily through the detailed
procedures described.
Assessing valuer’s credentials:
•
We evaluated the competence, capabilities and objectivity of the Group’s internal
and independent experts;
•
We (together with our own valuation specialists) performed enquiries of these experts
to understand their processes and models.
Assessment of assumptions and methodology:
•
We used our own valuation specialists in assessing and challenging the
reasonableness of the methods and assumptions utilised by the Group’s experts
(on a gross and net of ceded reinsurance basis) – including the assessment of
selected loss ratios, claim development patterns, reserves held for specific large
loss and catastrophe (CAT) events and the risk adjustment applied.
Assessing observable inputs:
•
On a sample basis, we agreed the underlying data utilised in the actuarial analyses
to accounting records.
•
We agreed a sample of cedant CAT loss estimates to supporting documentation
as these formed the basis of reserving for certain CAT events.
Assessing transparency:
•
We evaluated the adequacy of the Group’s disclosures on the LIC in accordance with
the requirements of relevant accounting standards.
103
Independent Auditor's report
continued
In our previous audit report, we identified a key audit matter related to the estimation
uncertainty of proportional business insurance revenue. We continue to perform
procedures on this estimate. However, based on our risk assessment, we have not
assessed this as one of the most significant risks of material misstatement in our current
year audit and, therefore, this is not separately identified in our report this year.
Other information
Management is responsible for the other information. The other information comprises the
Annual Report, but does not include the consolidated financial statements and our auditor’s
report thereon. Except as described in the Report on Other Legal and Regulatory
Requirements section of our report, our opinion on the consolidated financial statements
does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of management and those charged with governance for the
consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with IFRS Accounting Standards and for such internal
control as management determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the consolidated financial statements, management is responsible for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial
reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs
will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis
of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and
maintain professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.
•
Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s
104
Independent Auditor's report
continued
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in
the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial
statements represent the underlying transactions and events in a manner that achieves
fair presentation.
We communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the consolidated financial statements
of the current period and are therefore the key audit matters. We describe these matters in
our auditor’s report unless law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
Directors’ remuneration report
The Group voluntarily prepares an annual report on remuneration in accordance with the
provisions of the United Kingdom (UK) Companies Act 2006. The Directors have engaged
us to audit the part of the annual report on remuneration specified by the UK Companies
Act 2006 to be audited as if the Company were a UK registered company.
In our opinion the part of the Directors’ Remuneration Report to be audited has been
properly prepared in accordance with the UK Companies Act 2006, as if those
requirements applied to the Company.
Corporate governance statement
We have been engaged to review the part of the corporate governance statement on
pages 48 to 52 relating to the Group’s compliance with the provisions of the UK Corporate
Governance Code that would be specified by the Listing Rules of the UK’s Financial
Conduct Authority for our review if the Group had an Equity Shares (Commercial
Companies) (ESCC) category listing on the London Stock Exchange. We have nothing to
report in this respect.
In addition, the Directors have engaged us to review their statements on going concern
and the longer-term viability on page 97 as if the Company was a UK registered company
with an ESCC listing on the London Stock Exchange. Our review was substantially less in
scope than an audit and only consisted of making inquiries and considering the Directors’
process supporting their statements.
Based on the knowledge we acquired during our audit of the consolidated financial
statements, we have nothing material to add or draw attention to in relation to:
•
the directors’ confirmation within the longer-term viability statement on page 97 that
they have carried out a robust assessment of the emerging and principal risks facing
the Group, including those that would threaten its business model, future performance,
solvency or liquidity;
105
Independent Auditor's report
continued
•
the directors’ explanation in the longer-term viability statement page 97 as to how they
have assessed the prospects of the Group, over what period they have done so and
why they consider that period to be appropriate, and their statement as to whether
they have a reasonable expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over the period of their assessment, including any
related disclosures drawing attention to any necessary qualifications or assumptions.
•
the related going concern statement made in conformity with the Listing Rules set out
on page 97.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s shareholders and Board of Directors, as a
body. Our audit work has been undertaken so that we might state to the Company’s
shareholders and Board of Directors those matters we are required to state to them in an
auditor’s report and the further matters we are required to state to them in accordance
with the terms agreed with the Company and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the
Company’s shareholders and Board of Directors, as a body, for our audit work, for this
report, or for the opinion we have formed.
The Engagement Partner on the audit resulting in this independent auditor’s report
is James Berry.
Chartered Professional Accountants
Hamilton, Bermuda
26 February 2025
106
Independent Auditor's report
continued
Notes
2024
$m
2023
$m
Reinsurance revenue
4, 14
813.7
633.0
Reinsurance service expenses
4, 14
(591.4)
(377.0)
Ceded reinsurance expenses
4, 14, 21
(93.7)
(76.7)
Ceded reinsurance recoveries
4, 14
3.0
4.3
Reinsurance service result
4, 14
131.6
183.6
Net investment income
5
65.0
41.3
Net realised gains (losses) on investments
5
0.1
(1.3)
Net unrealised gains (losses) on investments
5, 12
1.0
30.6
Net investment result
5
66.1
70.6
Net reinsurance finance income (expense)
4, 6, 14
(30.8)
(32.8)
Net foreign exchange gains (losses)
(2.2)
1.4
Net reinsurance and financial result
164.7
222.8
Equity-based incentive expense
7, 18
(7.1)
(2.5)
Other operating expenses
4, 7, 8, 15, 21
(30.8)
(28.3)
Results of operating activities
126.8
192.0
Financing costs
9, 16
(1.2)
(1.2)
Total comprehensive income for the year
125.6
190.8
Earnings per share
Basic
20
$0.80
$1.19
Diluted
20
$0.79
$1.19
107
Consolidated statement of comprehensive income
For the year ended 31 December 2024
Assets
Cash and cash equivalents
11, 16
313.2
199.8
Accrued interest receivable
12.4
8.5
Investments
12, 13, 16
1,526.3
1,238.4
Ceded reinsurance contract assets
14
48.9
42.7
Other assets
21
4.0
4.7
Right-of-use lease assets
15
1.4
2.1
Total assets
1,906.2
1,496.2
Liabilities
Reinsurance contract liabilities
14
834.5
494.5
Other payables
18.9
12.0
Lease liabilities
15
1.6
2.3
Total liabilities
855.0
508.8
Notes
2024
$m
2023
$m
Shareholders' equity
Share capital
17
1.7
1.7
Own shares
17
(40.6)
(32.9)
Other reserves
18
1,065.0
1,059.6
Retained earnings (loss)
25.1
(41.0)
Total shareholders' equity
1,051.2
987.4
Total liabilities and shareholders' equity
1,906.2
1,496.2
Notes
2024
$m
2023
$m
The consolidated financial statements were approved by the Board of Directors on
26 February 2025 and signed on its behalf by:
Trevor Carvey
Elaine Whelan
CEO
CFO
108
Consolidated balance sheet
As at 31 December 2024
Notes
Share capital
$m
Own shares
$m
Other reserves
$m
Retained
earnings (loss)
$m
Total
shareholders'
equity
$m
Balance as at 1 January 2023
1.7
(20.1)
1,058.1
(172.5)
867.2
Total comprehensive income for the year
–
–
–
190.8
190.8
Distributions by EBT
17, 18, 21
–
0.9
(1.0)
–
(0.1)
Purchase of own shares
17, 21
–
(13.7)
–
–
(13.7)
Dividends on common shares
17
–
–
–
(59.3)
(59.3)
Equity-based incentive expense
7, 18
–
–
2.5
–
2.5
Balance as at 31 December 2023
17, 18
1.7
(32.9)
1,059.6
(41.0)
987.4
Total comprehensive income for the year
–
–
–
125.6
125.6
Distributions by EBT
17, 18, 21
–
1.7
(1.7)
–
–
Purchase of own shares
17, 21
–
(9.4)
–
–
(9.4)
Dividends on common shares
17
–
–
–
(59.5)
(59.5)
Equity-based incentive expense
7, 18
–
–
7.1
–
7.1
Balance as at 31 December 2024
17, 18
1.7
(40.6)
1,065.0
25.1
1,051.2
109
Consolidated statement of changes in shareholders’ equity
For the year ended 31 December 2024
Cash flows from operating activities
Comprehensive income
125.6
190.8
Depreciation
15
1.1
0.7
Write-off of intangible asset
–
1.4
Interest expense on lease liabilities
9, 15
0.1
0.1
Net investment income
5
(65.3)
(42.4)
Net realised (gains) losses on investments
5
(0.1)
1.3
Net unrealised (gains) losses on investments
5, 12
(1.0)
(30.6)
Net unrealised foreign exchange (gains) losses
1.5
(1.2)
Equity-based incentive expense
7, 18
7.1
2.5
Change in operational assets and liabilities
– Reinsurance assets and liabilities
337.1
184.0
– Other assets and liabilities
1.2
2.8
Net cash flows from operating activities
407.3
309.4
Cash flows used in investing activities
Purchase of investments
(736.3)
(541.5)
Proceeds on sale and maturity of investments
462.2
356.5
Interest received
55.1
37.0
Purchase of property, plant and equipment
(0.7)
(0.7)
Net cash flows used in investing activities
(219.7)
(148.7)
Notes
2024
$m
2023
$m
Cash flows used in financing activities
Lease liabilities paid
15
(0.8)
(0.7)
Dividends paid
17
(59.5)
(59.3)
Purchase of own shares
17
(9.4)
(13.7)
Distributions by EBT
17
–
(0.1)
Net cash flows used in financing activities
(69.7)
(73.8)
Net increase in cash and cash equivalents
117.9
86.9
Cash and cash equivalents at the beginning
of the year
11
199.8
112.9
Effect of exchange rate fluctuations on cash and
cash equivalents
(4.5)
–
Cash and cash equivalents at end of year
11
313.2
199.8
Notes
2024
$m
2023
$m
110
Statement of consolidated cash flows
For the year ended 31 December 2024
1.
General information
CHL was incorporated under the laws of Bermuda on 6 October 2020 and, on 7 December
2020, all of its common shares of par value $0.01 per share were admitted to the standard
listing segment of the Official List of the UK Financial Conduct Authority and admitted to
trading on the LSE’s main market for listed securities. CHL’s registered office is Clarendon
House, 2 Church Street, Hamilton HM 11, Bermuda. CHL's consolidated financial statements
as at, and for the year ended 31 December 2024 include the Company's subsidiaries. The
principal activity of Conduit is to provide reinsurance products and services to its clients
worldwide.
A full listing of Conduit's related parties can be found in note 21.
2.
Summary of material accounting policies
The basis of preparation, use of judgements and estimates, consolidation principles and
material accounting policies adopted in the preparation of these consolidated financial
statements are set out below. Excluding percentages, share and per share data or where
otherwise stated, all amounts in tables and narrative disclosures are in millions of US
dollars.
Basis of preparation
These consolidated financial statements are prepared on a going concern basis in
accordance with IFRS as issued by the IASB, and the DTR issued by the Financial Conduct
Authority, and are prepared on a historical cost basis, except for items measured at fair
value as disclosed in the relevant accounting policies. In accordance with the requirements
of IAS 1, the financial statements’ assets and liabilities have been presented in order of
liquidity, which provides information that is more reliable and relevant for a financial
institution.
In the course of preparing these consolidated financial statements, no judgements have
been made in the process of applying Conduit’s accounting policies, other than those
involving estimations as noted in the ‘Use of judgements and estimates’ section, that have
had a significant effect on amounts recognised in these consolidated financial statements.
Going concern
The consolidated financial statements of Conduit have been prepared on a going concern
basis. In assessing Conduit's going concern position as at 31 December 2024, the Board
have considered a number of factors, including the current balance sheet position and
Conduit’s strategic and financial plan, taking account of possible changes in trading
performance and funding retention, stress testing and scenario analysis. Conduit’s
capital ratios and its capital resources are comfortably in excess of regulatory solvency
requirements, and internal stress testing indicates Conduit can withstand severe economic
and competitive stresses.
As a result of the assessment, the Board has a reasonable expectation that Conduit has
adequate resources to continue in operational existence for the foreseeable future and
therefore believe that Conduit is well placed to manage its business risks successfully.
Accordingly, Conduit continues to adopt the going concern basis in preparing the
consolidated financial statements.
Changes in accounting policies and new standards
There were no new standards that became effective in the year ended 31 December 2024
that have had a material impact on Conduit.
Future accounting changes
No standards or interpretations have been issued that are expected to have a material
effect on Conduit’s financial position, presentation or disclosure. IFRS 18, Presentation and
Disclosure in Financial Statements, will replace IAS 1, Presentation of Financial Statements,
and applies to reporting periods beginning on or after 1 January 2027. IFRS 18 will
require entities to classify all income and expenses on the consolidated statement of
comprehensive income into operating, investing and financing activities, disclose in a single
note management-defined performance measures, and provide enhanced guidance on how
to group information in the financial statements. Conduit is in the process of assessing the
impact that the new standard will have on its presentation and disclosure requirements,
but does not currently expect any material changes.
111
Notes to the consolidated financial statements
For the year ended 31 December 2024
Use of judgements and estimates
The preparation of financial statements in conformity with IFRS requires Conduit to make
judgements and estimates that affect the reported and disclosed amounts at the balance
sheet date, revenues and expenses during the reporting period and the associated financial
statement disclosures. All estimates are based on management’s knowledge of current
facts and circumstances, assumptions based on that knowledge and their prediction of
future events. Actual results may differ significantly from the estimates made.
The most significant estimates made by management are in relation to the liability for
incurred claims and associated ceded reinsurance recoveries, as discussed in note 3 and
note 14.
Less significant estimates are made in determining the estimated fair value of certain
financial instruments, as discussed in note 3 and note 12.
In addition, some management judgement is exercised in determining the total premium
cash flows expected to be received from reinsurance contracts that are used to determine
the amount of reinsurance revenue recognised in the period.
While not significant, estimates are also used in the estimated fair value of the MIP as
discussed in note 7.
Consolidation principles
These consolidated financial statements comprise the financial statements of CHL and its
subsidiaries as at and for the year ended 31 December 2024. Subsidiaries are those entities
that are controlled by Conduit and are fully consolidated from the date on which Conduit
obtains control and continue to be consolidated until the date when such control ceases.
Control is achieved when Conduit is exposed, or has rights, to variable returns from its
involvement with the subsidiary and has the ability to affect those returns through its
power over the subsidiary.
Intragroup balances and transactions are eliminated in preparing the consolidated financial
statements. Subsidiaries’ accounting policies are consistent with Conduit’s
accounting policies.
Foreign currency
The functional currency, which is the currency of the primary economic environment in
which Conduit operates, is US dollars. Items included in the financial statements of each
entity are measured using the functional currency. These consolidated financial statements
are presented in US dollars.
Foreign currency transactions are recorded in the functional currency for each entity
using the exchange rates prevailing at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies are revalued at period end exchange rates.
The resulting foreign exchange differences on revaluation are recorded in the consolidated
statement of comprehensive income within net foreign exchange gains (losses). Non-
monetary assets and liabilities denominated in a foreign currency are carried at historic
rates. Non-monetary assets and liabilities carried at estimated fair value and denominated
in a foreign currency are translated at the exchange rate at the date the fair value
was determined.
Reinsurance contracts
IFRS 17 sets out the classification, measurement and presentation and disclosure
requirements for reinsurance contracts. It requires reinsurance contracts to be measured
using current estimates and assumptions that reflect the timing of cash flows and
recognition of profits as insurance services are delivered. The standard provides two main
measurement models which are the General Measurement Model (GMM) and the Premium
Allocation Approach (PAA).
The PAA simplifies the measurement of reinsurance contracts for remaining coverage, or
pre-claims, in comparison to the GMM. The GMM is used for the measurement of the liability
for incurred claims.
112
Notes to the consolidated financial statements
continued
PAA eligibility
Under IFRS 17, Conduit’s reinsurance contracts issued and ceded reinsurance
contracts held are all eligible to be measured by applying the PAA, due to meeting
the following criteria:
•
Loss-occurring reinsurance contracts with coverage period of one year or less are
automatically eligible; and
•
Modelling of risk-attaching contracts or contracts with a coverage period greater than
one year produces a measurement for the group of reinsurance contracts that does
not differ materially from that which would be produced applying the GMM.
Classification
Contracts that transfer significant reinsurance risk at the inception of the contract are
accounted for as reinsurance contracts. Contracts purchased and held by Conduit under
which it transfers significant reinsurance risk to a counterparty are accounted for as
ceded reinsurance contracts. Contracts that do not transfer significant reinsurance risk
are accounted for as investment contracts. Reinsurance risk is transferred when a reinsurer
agrees to compensate a policyholder if a specified uncertain future event adversely affects
the policyholder.
Conduit’s accounting policies apply to both reinsurance contracts issued and ceded
reinsurance contracts held unless explicitly referenced as applying to contracts issued
or ceded only. Conduit writes both excess of loss and proportional (also known as quota
share or pro-rata) reinsurance contracts. The type of contract impacts the recognition
of reinsurance revenue. Contract types are discussed on page 115.
Separating components from reinsurance contracts
IFRS 17 distinguishes three components that, if embedded in a reinsurance contract,
should be bifurcated, and accounted for separately. These are:
•
Cash flows relating to embedded derivatives that are required to be separated;
•
Cash flows relating to distinct investment components; and
•
Promises to transfer distinct goods or distinct non-insurance services.
IFRS 17 then applies to all remaining components of the contract. Conduit does not
have any contracts containing non-insurance components that require separation.
Where contracts contain multiple reinsurance components that meet the requirements
for separation, these are separated and accounted for as standalone contracts.
Some reinsurance contracts issued contain profit-sharing arrangements, such as profit
commissions and no claims bonuses. Under these arrangements, there is a minimum
guaranteed amount that the policyholder will always receive either in the form of profit
commission, or as reimbursement for claims, or another contractual payment, irrespective
of the insured event happening. These are typically considered non-distinct investment
components. Non-distinct investment components are not separated from the reinsurance
contract as they are closely interrelated to the measurement of the reinsurance contract.
However, the impact of the non-distinct investment components are excluded from the
consolidated statement of comprehensive income by adjusting reinsurance revenue and
reinsurance service expenses by the minimum amount due. There is no impact to the
reinsurance service result as there is an equal reduction to both revenue and expenses.
Level of aggregation
Conduit manages reinsurance contracts issued by class of business within an operating
segment. Classes of business are aggregated into portfolios of contracts that are subject
to similar risks. Contracts within each portfolio are grouped into groups of contracts that
are issued within a calendar year, the annual cohort, and are (i) contracts that are onerous
at initial recognition; (ii) contracts that at initial recognition have no significant possibility
of subsequently becoming onerous; or (iii) a group of remaining contracts. These groups
represent the level of aggregation at which reinsurance contracts are initially recognised
and measured. Such groups are not subsequently reconsidered.
Onerous contracts
Under the PAA, it is assumed there are no contracts in the portfolio that are onerous at
initial recognition, unless there are facts and circumstances that may indicate otherwise.
Management primarily considers the following to determine whether there are facts and
circumstances that mean a group of contracts are onerous:
•
Pricing information;
•
Results of similar contracts it has recognised; and
•
External factors, such as a change in market experience or regulations.
113
Notes to the consolidated financial statements
continued
If a group of contracts becomes onerous, Conduit increases the carrying amount of the
liability for remaining coverage to the amount of the fulfilment cash flows with the amount
of such an increase recognised immediately in reinsurance service expenses. Subsequently,
Conduit amortises the amount of the loss component by decreasing reinsurance service
expenses. The loss component amortisation is based on the passage of time over
the remaining coverage period of contracts within an onerous group. If facts and
circumstances indicate that the expected profitability of the onerous group during
the remaining coverage has changed, then Conduit remeasures the loss component
by reassessing the fulfilment cash flows as required until the loss component is reduced
to zero.
Where a loss component is expected to be partially or fully recovered by ceded reinsurance
contracts, the amount of recovery is recognised in ceded reinsurance recoveries.
Recognition
Conduit recognises groups of reinsurance contracts it issues from the earliest of:
•
The beginning of the coverage period of the group of contracts;
•
The date when the first payment from the cedant is due or when the first payment
is received if there is no due date; or
•
For a group of onerous contracts, the date when facts and circumstances indicate
that the group is onerous.
For ceded reinsurance contracts Conduit recognises the group of contracts:
•
If the reinsurance contracts provide proportionate coverage, at the later of the
beginning of the coverage period of the group, or the initial recognition of the
underlying covered reinsurance contracts issued; or
•
For non-proportionate coverage, the beginning of the coverage period of the group
of contracts, unless an onerous group of underlying reinsurance contracts have been
recognised and the ceded reinsurance contract has been signed before that date.
Modification and derecognition
Conduit derecognises reinsurance contracts when:
•
The rights and obligations relating to the contract are extinguished (meaning
discharged, cancelled or expired); or
•
The contract is modified such that the modification results in a change in the
measurement model or the applicable standard for measuring a component of
the contract, substantially changes the contract boundary, or requires the modified
contract to be included in a different group. In such cases, Conduit derecognises
the initial contract and recognises the modified contract as a new contract. When
a modification is not treated as a derecognition, Conduit recognises amounts paid
or received for the modification with the contract as an adjustment to the relevant
liability for remaining coverage.
Contract boundaries
The measurement of a group of reinsurance contracts includes all future cash flows
expected to arise within the boundary of each contract in the group. Cash flows are within
the boundary of a reinsurance contract if they arise from substantive rights and obligations
that exist during the reporting period in which Conduit can compel the cedant to pay
the premiums, or in which Conduit has a substantive obligation to provide the cedant with
services. A substantive obligation to provide services ends when Conduit has the practical
ability to reassess the risks of the cedant and, as a result, can set a price of level of benefits
that fully reflects those risks. Where Conduit issues multi-year contracts and does not have
the ability to re-price on each policy anniversary the contract is considered one contract
and therefore future cash flows from each of the annual periods are considered on
initial recognition.
For ceded reinsurance contracts the cash flows are within the boundary of the contract
if Conduit has a substantive right to receive services or if Conduit is compelled to pay
premiums to the reinsurer. The substantive right to receive services from the reinsurer
ends when:
•
The reinsurer has the practical ability to reassess the risks transferred to it and can
set a price of level of benefits that fully reflects those risks; or
•
The reinsurer has a substantive right to terminate the coverage.
114
Notes to the consolidated financial statements
continued
Conduit assesses the contract boundary at initial recognition and at each subsequent
reporting date to include the effects of changes in circumstances on Conduit’s substantive
rights and obligations. The assessment of the contract boundary, which defines the future
cash flows that are included in the measurement of the contract, requires judgement and
consideration of Conduit's substantive rights and obligations. Conduit issues risk-attaching
reinsurance contracts which provide reinsurance coverage to underlying contracts
issued within the terms of the contract. While the contracts can have an annual term the
contract boundary is assessed with consideration of the coverage period of the underlying
contracts. Contracts that cover claims from underlying contracts within the contract
period, loss-occurring contracts, are typically annual term. Where contracts contain
multi-year terms, Conduit exercises judgement on whether provisions within the contract
allow cancellation or re-pricing at each anniversary of the contract.
Measurement – Liability for remaining coverage
On initial recognition of each group of contracts, the carrying amount of the liability for
remaining coverage is measured as the premiums received on initial recognition, if any,
minus any reinsurance acquisition expense cash flows allocated to the group of contracts
and any amounts arising from the derecognition of the prepaid reinsurance acquisition
expense cash flows asset. Conduit has chosen not to expense reinsurance acquisition
expense cash flows on contracts with coverage of one year or less when they are incurred
in order to apply a consistent treatment of reinsurance acquisition expense cash flows
for all contracts, regardless of the length of coverage.
Subsequently, at the end of each reporting period, the liability for remaining coverage is:
•
Increased by any premiums received in the period;
•
Decreased for reinsurance acquisition expense cash flows paid in the period;
•
Decreased for the amounts of expected premium cash flows recognised as reinsurance
revenue for the services provided in the period;
•
Increased for the amortisation of reinsurance acquisition expense cash flows in the
period recognised as reinsurance service expenses; and
•
Decreased for any non-distinct investment component paid or transferred to the
liability for incurred claims.
Conduit has elected not to adjust the liability for remaining coverage for the time value
of money as its reinsurance contracts do not contain a significant financing component.
Conduit measures the reinsurance asset for remaining coverage for its ceded reinsurance
contracts that it holds on the same basis as reinsurance contracts issued, adapted to reflect
the features that differ between contracts issued versus contracts held.
Reinsurance revenue recognised in the period is based on the total premium cash flows
expected to be received over the lifetime of the contract, net of any deductions that are
paid to the cedant. The amount of total expected revenue from a contract recognised
in the period is dependent on the type of reinsurance contract, as discussed below.
Excess of loss contracts
For the majority of excess of loss contracts, expected premium cash flows are assessed
based on the minimum and deposit or flat premium, as defined in the contract. Subsequent
adjustments to the minimum and deposit premium are assessed in the period in which
they are determined. For excess of loss contracts where no deposit is specified in the
contract, premium cash flows are assessed based on estimates of premiums provided
by the ceding company. Subsequent adjustments, based on reports of actual premium
by ceding companies, or revisions in estimates, are assessed in the period in which they
are determined. For multi-year policies that are payable in annual instalments, where
the reinsured has the sole ability to cancel, the total expected premium cash flows for all
annual periods are assessed at the inception of the contract. Where unilateral cancellation
by the reinsurer exists at each anniversary of the contract the annual periods are assessed
as separate contracts.
Reinsurance revenue for excess of loss contracts is generally recognised evenly over the
term of the underlying risk period of the reinsurance contract, except where the period
of risk differs significantly from the contract period. In these circumstances, reinsurance
revenue is recognised over the period of risk in proportion to the amount of reinsurance
protection provided. Where contract terms require the reinstatement of coverage after
a ceding company’s loss, as the reinstatement is contingent on the loss, the estimated
mandatory reinstatement premiums are recorded within reinsurance service expenses.
115
Notes to the consolidated financial statements
continued
Proportional contracts
Premium cash flows for proportional contracts are assessed based on estimates of ultimate
premiums provided by the ceding company, supplemented by management's estimates of
premiums based on its experience with the ceding company, familiarity with each market, the
timing of the reported information and its understanding of the characteristics of each class
of business. Initial estimates of premium cash flows are assessed in the period in which the
contract incepts, or the period in which the contract is bound, if later. Contracts written on a
‘risks-attaching’ basis cover claims which attach to the underlying reinsurance policy written
during the term of the respective policy. Reinsurance revenue on such policies generally
extend beyond the original term of the contract. Subsequent adjustments, based on reports
of actual premium by the ceding company, or revisions in estimates, are assessed in the
period in which they are determined.
Reinsurance acquisition expense cash flows
Reinsurance acquisition expense cash flows represent the cash flows that arise from
the cost of selling and underwriting a group of reinsurance contracts and include:
•
Contract specific costs, such as brokerage;
•
Operating expenses that are incurred in relation to the fulfilment of reinsurance
contracts; and
•
An allocation of fixed and variable overheads.
Reinsurance acquisition expenses are deferred over the period in which the related
premiums are earned to the extent they are recoverable out of expected future revenue
margins and recognised within reinsurance service expenses.
Commissions that are paid to cedants, such as ceding commissions, are not treated
as reinsurance acquisition expense cash flows as they do not relate to a service.
Such commissions are treated as a reduction in the expected premium recognised
as reinsurance revenue.
Ceded reinsurance expenses
Ceded reinsurance is purchased in the normal course of business to increase capital
capacity or to limit the impact of individual risk losses and loss events impacting multiple
cedants, such as natural-catastrophes, or both. Conduit may purchase ceded reinsurance
on both an excess of loss and a proportional basis, and may supplement this with the use
of ceded reinsurance cover linked to the issuance of catastrophe bonds or other capital
market products. Ceded reinsurance premiums are recognised as ceded reinsurance
expenses in the same manner as reinsurance contracts issued, depending on the terms of
the contract. Ceding commissions received are deducted from the premium paid that is
recognised in ceded reinsurance expenses. Other expenses incurred in the placing of ceded
reinsurance contracts that are in relation to a service by a third party, such as brokerage,
are recognised in ceded reinsurance expenses.
Measurement – Liability for incurred claims
The liability for incurred claims represents the estimated ultimate cost of settling all
reinsurance claims arising from events that have occurred up to the end of the reporting
period, including the operating costs that are expected to be incurred in the course of
settling such claims, reinstatement premiums on specific loss events, profit commissions
and similar expenses that are contingent on claims plus a provision for IBNR. The liability
for incurred claims is derived from the estimated fulfilment cash flows relating to expected
claims. The fulfilment cash flows incorporate, in an unbiased way, all reasonable and
supportable information available, without undue cost or effort, about the amount, timing
and uncertainty of those future cash flows. They also include an explicit adjustment for
non-financial risk, the risk adjustment. Estimates of future cash flows for incurred claims
are discounted on initial recognition and then re-measured to current rates as at the
reporting date.
Cash flows for outstanding losses are estimated initially on the basis of reported losses
received from cedants. Cash flows for ACRs are determined where management’s
expectation of the ultimate cost of the reported loss is greater than that reported.
Estimated cash flows for IBNR may also consist of a provision for additional development
in excess of losses reported by cedants, as well as a provision for losses which have
occurred but have not yet been reported by cedants.
Cash flows for IBNR are estimated initially using expected loss and loss adjustment
expense ratios which are selected based on information derived by underwriters and
actuaries during the initial pricing of the business. These estimates are reviewed regularly
and, as experience develops and new information is received, the cash flows are adjusted
as necessary. As actual loss information is reported, and Conduit develops its own loss
experience, management will use various actuarial methods as well as a combination of
116
Notes to the consolidated financial statements
continued
management’s judgement and experience, historical reinsurance industry loss experience
and estimates of pricing adequacy trends to estimate cash flows for IBNR.
The estimation of the liability for incurred claims is a complex process which incorporates a
significant amount of judgement. It is reasonably possible that uncertainties in the reserving
process, delays in cedants reporting losses to Conduit, together with the potential for
unforeseen adverse developments, could lead to a material change in the liability for
incurred claims.
Any amounts recoverable from reinsurers are estimated using the same methodology as
for the underlying losses except for the requirement under IFRS 17 to assess the ceded
reinsurance recovery cash flows for the effect of any risk of non-performance, including
expected credit losses. Management monitors the creditworthiness of its reinsurers on an
ongoing basis and assesses any reinsurance assets for the risk of non-performance, with a
provision for non-performance risk being recognised as an expense in the period in which
it is determined.
Presentation of reinsurance contracts
Reinsurance assets and liabilities
The asset or liability for a portfolio of reinsurance contracts is the net position of both the
liability for remaining coverage and the liability for incurred claims. Whether a portfolio is in
a liability or asset position is typically impacted by the timing of cash flows received versus
cash flows paid. Conduit presents separately in the consolidated balance sheet portfolios
of reinsurance contracts issued and held that are in an asset position and those that are
in a liability position.
All reinsurance contract assets and liabilities are deemed monetary assets and liabilities
and are revalued at period end exchange rates.
Reinsurance revenue
Reinsurance revenue in the consolidated statement of comprehensive income is the
amount of expected premium cash flows, net of any deductions paid to the cedant
and excluding any non-distinct investment component. Conduit allocates the expected
premium receipts to each period of coverage on the basis of passage of time or the
expected risk pattern if it differs significantly from the passage of time.
Reinsurance service expenses
Reinsurance service expenses in the consolidated statement of comprehensive income
includes changes in the liability for incurred claims that do not arise from the application
of discount rates, being recognition and amortisation of any loss components, amortisation
of reinsurance acquisition expense cash flows and other attributable operating expenses.
Ceded reinsurance income and expenses
Conduit has elected to present the income and expenses from ceded reinsurance contracts
separately in the consolidated statement of comprehensive income. Ceded reinsurance
expenses represent the total expected ceded premiums and other amounts, that are not
contingent on recoveries, payable to Conduit's reinsurers. Conduit recognises ceded
reinsurance expenses based on the passage of time over the coverage period of a group
of contracts or expected risk pattern. Income from ceded reinsurance contracts includes
expected recoveries on incurred claims, changes in expected recoveries related to past
service, the provision for the effects of changes in risk of reinsurer non-performance plus
other amounts that are contingent on recoveries, such as ceded profit commissions
payable to the reinsured.
Net reinsurance finance income (expense)
Reinsurance finance income (expense) includes the changes in the carrying amounts
of reinsurance and ceded reinsurance assets and liabilities arising from the unwind of
discount recognised in prior periods and the effects of remeasuring to current discount
rates plus other financial assumptions. Conduit has elected to disaggregate the changes
in the risk adjustment for the time value of money and present in net reinsurance finance
income (expense).
Conduit has chosen not to disaggregate finance income (expense) between other
comprehensive income (OCI) and comprehensive income.
Financial instruments
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with banks, money
market funds, and other short-term highly liquid investments with a maturity of three
months or less at the date of purchase. Carrying amounts approximate fair value due
to the short-term nature and high liquidity of the instruments.
117
Notes to the consolidated financial statements
continued
Investments
Conduit’s fixed maturity securities portfolio meets the requirements for mandatory
classification as FVTPL and is carried at estimated fair value in the consolidated balance
sheet. The classification of financial assets is determined at the time of initial purchase.
A financial asset is classified at FVTPL if it is held within a business model that is managed
and evaluated on a fair value basis or if acquired principally for the purpose of selling in
the short term, or if it forms part of a portfolio of financial assets in which there is evidence
of short-term profit taking. Presentation of these securities in the FVTPL category is
consistent with how management monitors and evaluates the performance of these
securities on a fair value basis.
Regular way purchases and sales of investments are recognised at estimated fair
value on the trade date, and are subsequently carried at estimated fair value. Balances
pending settlement are reflected in the consolidated balance sheet in other assets or
other payables. The estimated fair value of Conduit’s fixed maturity securities portfolio is
determined based on bid prices from recognised exchanges, broker-dealers, recognised
indices or pricing vendors. Changes in estimated fair value of investments classified as
FVTPL are recognised in the consolidated statement of comprehensive income within
net unrealised gains (losses) on investments.
Investments are derecognised when Conduit has transferred substantially all the risks
and rewards of ownership. On derecognition of an investment held at FVTPL, previously
recorded unrealised gains and losses are recycled from net unrealised gains (losses)
on investments to net realised gains (losses) on investments.
Interest income, amortisation and accretion of premiums and discounts on fixed maturity
securities are calculated using the effective interest rate method and recognised in net
investment income. The carrying value of accrued interest income approximates estimated
fair value due to its short-term nature and high liquidity.
Leases
Conduit recognises a right-of-use asset and a lease liability at the lease commencement
date. The right-of-use asset is initially measured at cost, which comprises the initial
measurement of the corresponding lease liability adjusted for any lease payments made
at or before the commencement date, plus any initial direct costs incurred and an estimate
of any costs to be incurred at the expiration of the lease agreement.
Right-of-use assets are subsequently measured at cost less accumulated depreciation and
any impairment losses. Straight-line depreciation is calculated from the commencement date
of the lease to the earlier of either the end date of the lease term or the useful life of the
underlying asset.
The lease liability is initially measured at the present value of the future lease payments
at the lease commencement date. Lease payments are discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, Conduit's incremental
borrowing rate. Lease payments included in the measurement of the lease liability include
fixed payments (including in-substance fixed payments) less any lease incentives
receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees.
The lease liability is subsequently measured by increasing the lease carrying amount to
reflect the interest due on the lease liability using the effective interest rate method and
reducing the carrying amount to reflect the lease payments made. Conduit re-measures
the lease liability and the related right-of-use asset whenever there is a change in future
lease payments arising from a change in index or rate, if Conduit changes its assessment
of whether it will exercise a purchase, extension or termination option or if there
is a revised in-substance fixed lease payment.
Right-of-use assets and lease liabilities are presented as separate financial statement line
items in the consolidated balance sheet.
118
Notes to the consolidated financial statements
continued
Employee benefits
Equity-based incentives
Conduit currently operates a MIP under which shares are subscribed for or nil cost
options are granted. The fair value of the instruments granted is estimated on the date
of grant. The estimated fair value is recognised as an expense pro-rata over the vesting
period of the instrument, adjusted for the impact of any non-market vesting conditions.
No adjustment to vesting assumptions is made in respect of market vesting conditions.
Conduit also operates DSBP and LTIP awards. Under the DSBP, a percentage of each
employee's bonus is automatically deferred into shares as nil cost options. These nil cost
awards vest annually in separate equal tranches over a three-year period from the date
of grant and do not have associated performance criteria attached to the awards. These
awards accrue dividend equivalents for all dividends declared where the record date falls
between the grant date and date of exercise, and are paid at the time of exercise.
The LTIP awards are awarded with or without performance criteria attached to the awards.
These nil cost awards granted to staff vest over a three-year period from the date of grant.
These awards accrue dividend equivalents for all dividends declared where the record
date falls between the grant date and date of exercise, and are paid at the time of exercise.
Refer to note 7 for details of performance criteria attached to certain LTIP awards.
At each balance sheet date, Conduit revises its estimate of the number of instruments
that are expected to become exercisable. It recognises the impact of the revision of
original estimates, if any, as equity-based incentive expense in the consolidated statement
of comprehensive income, and a corresponding adjustment is made to other reserves in
shareholders’ equity over the remaining vesting period. On exercise, the differences between
the expense charged to the consolidated statement of comprehensive income and the
actual cost to Conduit, if any, is transferred to other reserves in shareholders’ equity.
Pensions
Conduit’s pension plans are based on defined contributions or equivalent cash in lieu,
subject to applicable law and local market standards. On payment of contributions to the
plans or cash in lieu there is no further obligation to Conduit. Contributions or payments of
cash in lieu are recognised as employee benefits within other expenses in the consolidated
statement of comprehensive income in the period when the services are rendered.
Tax
Income tax on the profit or loss for the period comprises current and deferred tax. Current
tax is the expected tax payable on the taxable income for the year using tax rates enacted
or substantively enacted at the year-end reporting date and any adjustments to tax
payable in respect of prior periods.
Deferred tax is provided, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. The amount of deferred tax provided is based on the expected manner of
realisation or settlement of the carrying amount of the assets and liabilities, using tax rates
enacted or substantively enacted at the reporting date. Deferred tax assets are recognised
in the consolidated balance sheet to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilised.
Own shares
Own shares include shares repurchased under share repurchase authorisations and held
in treasury, plus shares purchased and held in trust, for the purposes of employee equity-
based incentive schemes. Own shares are deducted from shareholders’ equity. No gain
or loss is recognised on the purchase, sale, cancellation or issue of own shares and any
consideration paid or received is recognised directly in equity.
Share capital and issuance costs
Shares are classified as shareholders' equity if there is no obligation to transfer cash or
other financial assets. Transaction costs that are attributable to the issuance of new shares
are treated as a deduction from equity.
119
Notes to the consolidated financial statements
continued
3.
Risk disclosures
Introduction
Conduit is exposed to risks from several sources, classified into six primary risk categories.
The primary risk categories are: (a) reinsurance risk; (b) market risk; (c) liquidity risk;
(d) credit risk; (e) operational risk; and (f) strategic risk. These are discussed in detail
on the following pages. The primary risk to Conduit is reinsurance risk.
The Board is responsible for determining the nature and extent of the principal risks
Conduit is willing to take in achieving its strategic objectives and should maintain sound
risk management and internal control systems. To this end, the Board has established
various committees to support the execution of its responsibilities and has reviewed
the committee structures at CRL. The Board, and committees thereof, define the risk
preferences and appetites within which management is authorised to operate.
The risk function is responsible for supporting the Board, and the CRL Board, with the day-
to-day oversight of the risks that Conduit seeks or is exposed to in pursuit of its strategic
objectives, and the satisfaction of certain regulatory risk management expectations
relevant to CRL. The framework under which risks are managed contemplates risk appetite
and tolerance constraints. Risk appetite is prescribed by the Board and is reviewed at least
annually, with consideration of the financial and operational capacity of Conduit. The use
of financial capacity in this context relates to calculated or modelled capital requirements,
based on residual unmitigated risk exposures. Current capital requirements are determined
by reference to rating agency and regulatory capital requirements.
Day-to-day management of risk is the responsibility of management, operating within the
defined appetite and tolerances. The risk framework prescribes a standardised approach
to the management of risk, oversight and challenge by the risk function and independent
assurance provided by the internal audit function. The risk framework also addresses
the reporting of risks, emerging risks, risk events and compliance with risk appetite and
tolerance statements to executive management and the Board, and relevant board
committees, of CHL and CRL. To ensure transparency and accountability of the business
for all independent Non-Executive Directors, four Independent Non-Executive Directors
from the Board have been appointed to the Board of CRL. Furthermore, the Board is
invited to attend operating entity board level meetings and see all minutes and records
of such operating entity board and committee meetings.
Climate change
Conduit is exposed to risks associated with climate change but also potential opportunities
arising from that risk. Risks from climate change can include physical risk and transition
risk. Physical risks are those relating to the physical impacts of climate change, which can
be from increased frequency and/or severity of climate-related events, or structural, due
to longer-term shifts in climate patterns. Transition risks are those relating to the transition
to a lower carbon economy and include risks such as policy and legal risk, technology risk,
market risk and reputational risk. The potential financial impact from these risks is mitigated
by Conduit’s strategic and risk management policies.
Geopolitical and macroeconomic factors
During 2024, an unusually high proportion of the world selected new governments and
policy decisions and their implications will play out through 2025. 2024 also saw increased
levels of political unrest globally. The combination of these factors presents ongoing risk
into 2025, together with uncertainties as to economic policies and the associated impact
on global trade, interest rates and inflation.
In Bermuda, we have seen the progressing of legislation to implement the Bermuda
Corporate Income Tax ('CIT') from 2025 onwards. Conduit does not expect to meet
the criteria that would make it subject to the tax. If Conduit were to meet the Bermuda
CIT criteria in the future, it is likely that an exemption will be available for the first five
years in which the tax would otherwise apply. As CHL, CSL, CML and CRL do not meet
the qualifying criteria under Bermuda CIT, they continue to benefit from an existing
undertaking from the Bermuda government which exempts them from all Bermuda
local income, withholding and capital gains taxes until 31 March 2035.
120
Notes to the consolidated financial statements
continued
a.
Reinsurance risk
Conduit underwrites both short-tail and long-tail reinsurance contracts on a worldwide
basis. These reinsurance contracts transfer insurance risk, including risks exposed to both
natural and man-made catastrophes, and risk and liability losses. The risk in connection
with underwriting reinsurance contracts is, in the event of a covered loss, whether the
premiums will be sufficient to meet the associated loss payments and expenses. The
underwriters evaluate and estimate the level of premiums sufficient to cover expected
losses, expenses and profitability through a combination of sophisticated risk modelling
tools, past experience and knowledge of loss events, current industry trends and broader
economic indicators. In order to ensure appropriate reinsurance risk selection and limits
on the concentration and diversification of the aggregate portfolio, Conduit has established
risk management and internal control systems to evaluate and assess the expected losses
of each individual contract, class of business, geographic region and the aggregate portfolio.
These controls, include, but are not limited to:
•
A five-year strategic plan is produced that defines the overriding business goals that
management and the Board aim to achieve;
•
A detailed business plan is produced annually and considers current market conditions
and the risk-adjusted profitability of the underwriting portfolio;
•
Conduit's internal capital requirements consider the probability and magnitude of
reinsurance losses varying adversely from the expected losses considered during the
underwriting and subsequent reserving processes;
•
Forecasts are produced periodically to assess the progress toward the business plan
and the strategic plan;
•
Each underwriter has a clearly defined limit of underwriting authority;
•
Each contract underwritten is subject to a pre-bind peer review;
•
An underwriting roundtable meeting, typically held daily, where deal flow, pricing and
opportunities are discussed;
•
Pricing models are used in all areas of the underwriting process and are stored centrally
in our pricing platform;
•
Risk appetite and tolerance statements have been established and the CRO reports
quarterly on adherence;
•
A number of modelling tools are used to model catastrophes and calculate the
associated expected losses; and
•
Outwards reinsurance is purchased to mitigate both frequency and severity of losses,
and to protect Conduit’s capital base.
121
Notes to the consolidated financial statements
continued
Catastrophe management
Certain of Conduit’s classes of business provide coverage for natural catastrophes and are
subject to seasonal variation and the impacts of climate change. Conduit’s business has
exposure to large catastrophe losses in North America, Europe and Japan as a result of
windstorms. The level of windstorm activity, and landfall thereof, during the North
American, European and Japanese wind seasons may materially impact loss experience.
The North American and Japanese wind seasons are typically June to November and the
European wind season November to March. Conduit has exposure to other natural
catastrophes that can occur throughout the year, such as earthquakes, tsunamis, droughts,
floods, hail, tornadoes, and wildfires. In addition, Conduit is exposed to risk losses
throughout the year from perils such as fire, explosion, war, terrorism, political risk, cyber
and other events, including loss arising from legal liabilities rather than physical damage.
Conduit has defined its appetite and tolerances for risk accumulations and uses models to
determine the expected frequency and severity of aggregating exposures. Conduit’s most
significant modelled exposure to any single peril and region combination at the commonly
reported 100-year and 250-year return periods were to Florida windstorm as at 31
December 2023 and California earthquake as at 31 December 2024. The table below shows
the estimated net exposures to these peak zone perils on a first occurrence basis. Net
positions are calculated by applying relevant reinstatement premiums and outwards
reinsurance to the respective modelled gross exposures.
2024
2023
As at 31 December
Net
$m
% of
tangible
capital
Net
$m
% of
tangible
capital
Return Period
Peril
100-year
Florida windstorm
43.1
4.1%
92.7
9.4%
250-year
Florida windstorm
69.8
6.6%
90.0
9.1%
100-year
California earthquake
75.0
7.1%
72.0
7.3%
250-year
California earthquake
82.4
7.8%
72.7
7.4%
The table shows modelled estimated net exposure as at 31 December 2024 which reflects
reduced attachment points to aggregate reinsurance protections resulting from events
during the year. This has a notable impact on net Florida windstorm exposure. The 31
December 2023 exposures did not benefit from reductions in the attachment points of
aggregate reinsurance protections. Any reduction in estimated loss for events that
happened in 2024 will increase modelled loss shown above.
While modelling is an important tool in assessing exposure and aggregations, the reliability
of modelling varies by peril and region. Modelling is also dependent on various judgemental
assumptions and input data provided by cedants, which can vary in precision and accuracy.
As such actual exposures are likely to vary from those shown. There could also be an
unmodelled loss which exceeds these figures. The models also contain loss scenarios at
higher return periods which could cause a larger loss to capital than the modelled
expectation shown above.
122
Notes to the consolidated financial statements
continued
Operating segments
The underwriting business is comprised of three principal divisions: Property, Casualty and Specialty. These divisions are also considered to be Conduit's operating segments.
Details of each operating segment and reinsurance revenue by geographic region and operating segment are as follows:
2024
2023
Year ended 31 December
Property
$m
Casualty
$m
Specialty
$m
Total
$m
Total
%
Property
$m
Casualty
$m
Specialty
$m
Total
$m
Total
%
US
229.2
101.8
30.3
361.3
44.4
198.0
118.3
20.6
336.9
53.2
Worldwide
143.6
57.8
120.0
321.4
39.5
101.2
23.4
74.7
199.3
31.5
Europe
34.8
39.4
22.9
97.1
11.9
21.7
28.2
19.7
69.6
11.0
Other
30.2
2.8
0.9
33.9
4.2
24.3
1.9
1.0
27.2
4.3
Reinsurance revenue
437.8
201.8
174.1
813.7
100.0
345.2
171.8
116.0
633.0
100.0
Property reinsurance
Conduit is exposed to large natural-catastrophe losses, such as windstorm and earthquake
losses, primarily from assuming risks associated with property treaties. Exposure to natural-
catastrophe events is controlled and measured by managing to predefined limits within
stochastic modelling and deterministic accumulations across classes per geographic
zone and peril. The accuracy of these analyses is limited by the quality of data and the
effectiveness of the modelling. It is possible that a catastrophic event significantly exceeds
the expected modelled event loss.
Natural-catastrophe risk is written across both the US and internationally on an excess of
loss and capped quota share basis. Reinsurance structures are offered typically in respect
of peril, geography and probability of activation or exhaustion.
Property per risk treaties are offered with the strategy to minimise natural-catastrophe
exposure, focusing on fire risk. This is considered by both natural-catastrophe specific
metrics, treaty conditions and excess of loss structure.
Ceded reinsurance may be purchased to mitigate exposures to large natural-catastrophe
losses. Ceded reinsurance is typically purchased on an ultimate net loss excess of loss basis,
however industry loss warranties, catastrophe bonds issuances, or proportional treaty
arrangements may also be utilised.
Casualty reinsurance
Conduit underwrites a balanced portfolio of casualty classes of business, comprised of both
excess of loss and proportional contracts, on a worldwide basis.
Casualty claims tend to take longer to be reported and ultimately settled than physical
damage risks. Conduit typically maintains a liability for incurred claims for casualty classes
of business over a longer period of time than for the property and specialty classes of
business where the costs of claims are generally known and settled within a shorter
time frame.
Conduit will purchase ceded reinsurance to protect against any ‘clash’ between losses
arising in its casualty portfolio.
123
Notes to the consolidated financial statements
continued
The sub-classes of casualty business include directors and officers liability, financial
institutions liability, general liability for multiple sub-classes and, on an excess and umbrella
basis, medical malpractice, professional liability and transactional liability. Conduit has
limited appetite for, and generally avoids, workers compensation, standalone auto and
cyber treaties.
Directors and officers liability
Directors and officers liability policies offer protection for company managers and directors
and officers against claims that may arise in the normal course of operations. Coverage
includes legal expenses and liability to shareholders, bondholders, creditors or others owing
to actions or omissions by a director or officer of a private or public corporation, or not-for-
profit organisation.
Financial institutions liability
Financial institutions coverage may cover risks such as computer and commercial crime,
professional indemnity and civil liability.
General liability
General liability commonly provides cover for losses arising from the legal liability of
an original insured and statutory liability in the case of employers’ liability which result
in bodily injury or disease to third parties or physical damage to third-party property.
Conduit offers a wide range of general liability reinsurance products including contractors
general liability, excess general liability, umbrella, energy and environmental.
Medical malpractice
Medical malpractice reinsurance generally covers professional liability and errors
and omissions specifically in the healthcare industry, protecting physicians and other
healthcare professionals against claims of negligent acts or injury of patients under
their care. Medical malpractice reinsurance does not cover intentional or criminal acts.
Professional liability
Professional liability generally provides coverage for third-party losses resulting from legal
liability or civil liability or negligence, errors or omissions or wrongful acts arising from the
provision of, or failure to provide, professional services by an original insured. Sub-classes
of this business would include lawyers, accountants, architects and engineers, errors and
omissions, plus miscellaneous professional liability.
Transactional liability
Transactional liability reinsurance is used by parties to various business transactions,
such as mergers, acquisitions and divestitures, to transfer certain transaction-related risks
to the reinsurance market. There can be a broad range of risks covered, including warranty,
litigation, pension and tax uncertainties and employment matters.
Specialty reinsurance
Conduit's specialty classes of business are written on both an excess of loss and
proportional basis and can provide reinsurance coverage against physical damage
(short-tail) or against legal liability (long-tail) losses. Although specialty classes of business
are exposed to natural-catastrophe risk, it is generally to a lesser extent than property
classes of business. They are more likely to be affected by specific large loss events
such as accidents, collisions, fires and similar man-made catastrophe events. Specialty
classes of business are highly diverse in nature and require specific market expertise
and experience. The specialty classes of business include, but are not limited to, aviation,
energy, engineering and construction, environmental, marine, renewables, political violence
and terrorism and are offered on both a specific and a whole account basis.
Conduit purchases ceded reinsurance protection to reduce exposure to both large
risk losses and an accumulation of smaller claims arising from any one event. Ceded
reinsurance is typically purchased on an excess of loss basis, but, from time to time,
proportional arrangements may be entered into.
Aviation
The aviation class of business provides cover to the insurers of airlines, aircraft, airports,
aircraft manufacturers and aviation related products, and includes cover for the aircraft
themselves as well as losses arising from passenger and third-party liability claims against
airlines and/or operators and/or manufacturers.
124
Notes to the consolidated financial statements
continued
Energy
The energy class of business provides reinsurance cover for a global spread of accounts
that includes risks such as downstream energy, midstream energy, upstream energy,
energy liability, construction and natural perils related coverages such as Gulf of Mexico
wind and hurricane programmes. Policies typically cover legal liability of an insured and
property for physical damage (including natural catastrophe), machinery breakdown
perils and consequential business interruption exposure. Loss limits are set at a level
commensurate with the modelled estimated maximum loss scenario.
Engineering and construction
The class covers a wide range of products falling under related property and business
income protection on a worldwide basis. These products include, but are not limited to,
contractors’ all risks, erection all risks, plant and equipment, machinery breakdown and
loss of profits. Projects range from small bespoke to large civil engineering constructions.
The main hazards are fire and explosion, theft, collapse and natural perils such as
earthquake, windstorm and flood.
Environmental
Environmental products generally provide cover relating to the environmental and energy
casualty classes with regard to pollution. The related sectors typically include energy,
construction, and industrial which includes both commercial and residential risks.
Marine
Marine cargo is an international account and covers the reinsurance of commodities or
goods in transit. Typically, transit cover is provided on an all-risks basis for marine perils
for the full value of the goods concerned. Static cover is also provided for losses to cargo,
from both elemental and non-elemental causes. In addition, the cargo account can include
for example, fine art, vault risks, artwork on exhibition and marine war and terrorism
business relating to cargo in the ordinary course of transit.
Marine liability commonly provides cover for legal liability for losses arising from
the operation of marine and offshore related assets including but not limited to the
reinsurance of the International Group of Protection and Indemnity Clubs, the operation
and management of ships and vessels, cargo, and marine builders' risks covering the
building of ocean-going vessels and offshore assets.
The marine hull class generally consists of worldwide coverage spanning physical damage,
hull and machinery breakdown, loss of hire and mortgagees’ interests for a range of
maritime vessels from cargo and passenger ships to private pleasure craft. Products
typically cover both risk and catastrophe exposures.
Renewables
The class covers a wide range of tailored solutions globally. The class includes offshore and
onshore wind power, ground and rooftop solar power plus bioenergy fuels and associated
operations. The risks exposed are quite unique, from difficult construction operations to
installing complex equipment that is routinely exposed to natural hazards. Policies typically
include cover for physical damage, legal liability, machinery breakdown and business
interruption for both construction and operational phases.
Political violence and terrorism
Political violence and terrorism coverage is provided for US and worldwide property risks,
but typically excluding nuclear, chemical, biological and cyber coverage in most territories.
Whole account
Coverage is generally provided on a worldwide basis and covers a broad spectrum of
the cedants risks under a single policy. The classes of business covered under a whole
account reinsurance policy can include property, specialty and casualty classes of business
including commercial and personal automobile, general liability, workers compensation,
employers liability, excess casualty and umbrella, as well as selected professional
liability coverage.
Ceded reinsurance
Ceded reinsurance is purchased in the normal course of business to increase capital capacity,
limit the impact of individual risk losses and loss events impacting multiple cedants (such as
natural catastrophes, notably earthquakes and named storms), or both. Ceded reinsurance
may also be purchased from time to time to optimise the risk-adjusted return of Conduit's
aggregate underwriting portfolio. Conduit may purchase ceded reinsurance on both an
excess of loss and proportional basis, and may also use reinsurance linked to catastrophe
bonds or other capital market products. The mix of ceded reinsurance coverage is
dependent on specific loss mitigation requirements, market conditions and available
capacity. In certain market conditions, Conduit may deem it more economic to hold capital
125
Notes to the consolidated financial statements
continued
than purchase ceded reinsurance. Ceded reinsurance does not relieve Conduit of its
obligations to policyholders. Conduit is exposed to reinsurance risk where ceded
reinsurance contracts put in place to reduce gross reinsurance risk do not perform as
anticipated, result in coverage disputes or prove inadequate in terms of the limits
purchased. Failure of a ceded reinsurer to pay a valid claim is considered a credit risk which
is detailed in the credit risk section below. Ceded reinsurance coverage is not intended to
be available to meet all potential loss circumstances. Conduit will retain certain losses, as
the cover purchased is unlikely to transfer the totality of Conduit’s exposure. Any loss
amount which exceeds the ceded reinsurance coverage purchased would be retained by
Conduit. Some ceded reinsurance policies have limited reinstatements, therefore the
number of claims which may be recovered on second, and subsequent loss circumstances
is limited.
Under Conduit’s ceded reinsurance security policy, ceded reinsurers are assessed and
approved based on their financial strength ratings, among other factors. These decisions
are regularly reviewed as an integral part of the business planning and performance
monitoring process. The management Counterparty Security Committee examines and
approves all Conduit’s ceded reinsurers to ensure that they possess suitable security.
Fulfilment cash flows
Fulfilment cash flows consist of:
•
The estimates of future cash flows required in the ultimate settlement of claims;
•
An adjustment for the time value of money; and
•
A risk adjustment for non-financial risk
Estimates of future cash flows
A significant and critical judgement and estimate made by management is the estimation
of future cash flows in relation to ultimate claims settlements. Management estimates,
in an unbiased way, future cash flows to cover its estimated liability for both reported
and unreported claims on events that have occurred up to the latest valuation date,
incorporating all reasonable and supportable information that is available without undue
cost or effort. Management uses methodologies that calculate a point estimate for the
ultimate losses, representing management’s best estimate of ultimate future cash flows.
Conduit estimates the future cash flows by taking outstanding losses, adding an estimate
for IBNR and, if deemed necessary, ACRs which represent Conduit's estimate for losses
related to specific contracts that management believes may not be adequately estimated
by the cedant as at that date.
Liabilities for incurred claims are not permitted until the occurrence of an event which may
give rise to a claim. As a result, only provisions applicable to losses that have occurred up
to the reporting date are established, with no allowance for the provision of a contingency
liability to account for expected future losses or for the emergence of new types of latent
claims. Claims arising from future events can be expected to require the establishment of
substantial liabilities from time to time. The estimated timing of the future cash flows is
determined by applying cash flow payment assumptions to the best estimate of ultimate
future cash flows.
The reserving process is dependent on management's judgement and is subject to
meaningful uncertainty due to both qualitative and quantitative factors, including,
but not limited to: the nature of the business written, whether it is short-tail or long-tail,
whether it is excess of loss or proportional, the magnitude and timing of loss events,
the geographic areas impacted by loss events, time lags in the reporting process from the
original claimant, limited claims data, policy coverage interpretations, case law, regulatory
directives, demand surge and inflation, potential uncertainties related to reinsurance and
ceding company reserving practices, and other factors inherent in the estimation process
for the net ultimate liability for incurred claims.
The judgements and estimates used in establishing future cash flow calculations may be
revised as additional experience or other data becomes available. Future cash flows are
also reviewed as new or improved methodologies are developed and as laws or regulations
change. Furthermore, as a business operating within a broker market, management must
rely on loss information reported to brokers by other insurers and their loss adjusters, who
must estimate their own losses at the policy level, often based on incomplete and changing
information. The information management receives varies by cedant and may include paid
losses, estimated case reserves and an estimated provision for IBNR reserves. Additionally,
reserving practices and the quality of data reporting may vary among ceding companies,
which adds further uncertainty to management’s estimates of the ultimate losses.
126
Notes to the consolidated financial statements
continued
Conduit’s internal actuaries review the assumptions and methodologies on a quarterly
basis and develop an actuarial best estimate of Conduit’s future cash flows using the
processes outlined above. The management Reserving Committee reviews the estimate
for the liability for incurred claims on a quarterly basis. The reserves are subject to a
semi-annual independent review by Conduit’s external actuaries. The results of the internal
and independent reserve reviews are presented to the Audit Committee.
Risk adjustment
The risk adjustment for non-financial risk is the compensation that Conduit requires
for bearing the uncertainty about the amount and timing of the cash flows arising from
reinsurance contracts. Conduit determines the risk adjustment at the entity level and
allocates to the groups of reinsurance contracts.
Conduit has estimated the risk adjustment using a margin-based approach. The margins
are calibrated to a targeted confidence interval range using the BMA BSCR risk framework.
Conduit expects that the risk adjustment recognised within the fulfilment cash flow will fall
within the range of the 75th and the 85th percentile, gross and net of ceded reinsurance.
Conduit estimates that the risk adjustment net of ceded reinsurance corresponds to the
81st percentile as at 31 December 2024 (31 December 2023: 82nd percentile).
Short-tail versus long-tail
Claims relating to short-tail risks are generally reported more promptly than those relating
to long-tail risks. The timeliness of reporting can be affected by such factors as the nature
of the event causing the loss, the location of the loss and whether the losses are from
policies in force with primary insurers or reinsurers.
Excess of loss versus proportional
For excess of loss contracts, management is aided by the fact that each policy has a
defined limit of liability arising from one event. Once that limit has been reached, there is no
further exposure to additional losses from that policy for the same event. For proportional
business, an initial estimated loss and loss expense ratio is generally used. This is based
upon information provided by the ceding company and/or their broker and management’s
historical experience of that treaty, if any, and the estimate is adjusted as actual experience
becomes known.
b.
Market risk
Conduit is at risk of loss due to movements in market factors. The main market risks
Conduit was exposed to include:
•
Reinsurance risk;
•
Investment risk; and
•
Currency risk.
Reinsurance risk
Conduit is exposed to reinsurance market risk from several sources, including the following:
•
The advent or continuation of a soft market, which may result in a stabilisation or
decline in premium rates and/or terms and conditions for certain classes, or across
all classes;
•
The actions and reactions of key competitors, which may directly result in volatility
in premium volumes and rates, fee levels and other input costs;
•
Market events, including unusual inflation in rates, may result in a limit in the availability
of cover, causing political intervention or national remedies;
•
Failure to maintain broker and cedant relationships, leading to a limited or substandard
choice of risks inconsistent with Conduit’s risk appetite;
•
Changes in laws and regulation, including capital, governance or licensing requirements;
and
•
Changes in the geopolitical environment.
The most important method to mitigate reinsurance market risk is to maintain strict
underwriting standards. Conduit manages reinsurance market risk in numerous ways,
including the following:
•
Reviewing and amending underwriting plans and outlook as necessary;
•
Reducing exposure to, or withdrawing from, market sectors where conditions have
reached unattractive levels;
•
Purchasing appropriate, cost-effective reinsurance cover to mitigate exposures;
•
Closely monitoring changes in rates, terms and conditions and inflation;
•
Ensuring through rigorous underwriting criteria that surplus capital does not drive
short-term risk appetite;
•
Holding an underwriting roundtable meeting, typically daily, where deal flow, pricing
and opportunities are discussed;
127
Notes to the consolidated financial statements
continued
•
Holding quarterly management Underwriting Oversight Committee meetings that
consider matters that include underwriting performance for CRL;
•
Holding an annual strategy review meeting;
•
Holding a quarterly Underwriting Committee board meeting that considers matters
including underwriting performance for CRL;
•
Holding a quarterly Risk, Capital and Compliance Committee meeting to review
relevant risk and capital considerations for CRL; and
•
Holding regular meetings with regulators and rating agencies.
Reinsurance finance risk
Estimates of future cash flows for incurred claims are discounted on initial recognition
and then re-measured to current rates as at each reporting date. Reinsurance liabilities and
ceded assets for incurred claims are therefore sensitive to the level of market interest rates.
Interest rate risk on reinsurance contracts is the risk that the value of the future cash flows
will fluctuate due to changes in market interest rates. Movements in interest rates may lead
to an adverse impact on the value of Conduit’s reinsurance contract assets and liabilities.
Conduit manages this risk by monitoring the duration of reinsurance contract cash flows
and adopting policies regarding asset and liability matching to reduce the volatility arising
from interest rate movements on assets and liabilities in the consolidated statement of
comprehensive income.
The total reinsurance contract assets and liabilities exposed to interest rate risk are
detailed below:
2024
2023
As at 31 December
Note
$m
$m
Ceded asset for incurred claims
14
41.2
42.6
Liability for incurred claims
14
(978.0)
(592.2)
Total
(936.8)
(549.6)
Discount rates
All future cash flows are discounted using yield curves that are adjusted to reflect the characteristics of the cash flows and the liquidity of the reinsurance contracts. Conduit determines
its discount rates using a bottom-up method of using a risk-free rate, plus an illiquidity premium where applicable. Risk-free rates are determined by reference to the yields published by
EIOPA for the relevant, material currencies. The illiquidity premium is estimated by reference to observable market corporate bond yields.
The annual spot rates, including illiquidity premium, used for the re-measurement of the net liability for incurred claims as at the balance sheet date are shown below for all portfolios:
2024
2023
As at 31 December
1 year
3 years
5 years
10 years
1 year
3 years
5 years
10 years
USD
4.68%
4.56%
4.52%
4.57%
5.26%
4.22%
4.00%
3.95%
EUR
2.74%
2.59%
2.64%
2.77%
3.86%
2.94%
2.82%
2.89%
GBP
4.96%
4.65%
4.54%
4.57%
5.24%
4.17%
3.86%
3.78%
128
Notes to the consolidated financial statements
continued
The sensitivity of Conduit's net reinsurance liability for incurred claims to interest rate
movements is detailed below, assuming linear movements in interest rates:
2024
2023
As at 31 December
$m
%
$m
%
Immediate shift in yield (basis points)
100
25.1
2.7
17.4
3.2
75
18.9
2.0
13.1
2.4
50
12.7
1.4
8.7
1.6
25
6.4
0.7
4.4
0.8
0
–
–
–
–
-25
(6.4)
(0.7)
(4.4)
(0.8)
-50
(12.9)
(1.4)
(8.8)
(1.6)
-75
(19.5)
(2.1)
(13.3)
(2.4)
-100
(26.1)
(2.8)
(17.8)
(3.2)
Investment risk
Movements in investments resulting from changes in interest and inflation rates, credit
spreads, and currency exchange rates, among other factors, may lead to an adverse impact
on the value of Conduit’s investment portfolio.
The Investment Committee of the CRL Board is responsible for all investment-related
decisions and investment guidelines. The investment guidelines set the parameters within
which Conduit’s external managers must operate. Important parameters of these guidelines
include permissible asset classes, duration ranges, credit quality, permitted currency,
maturity, industry sectors, geographical, sovereign and issuer exposures. Guideline
compliance is monitored on a monthly basis. The portfolio of fixed maturity securities
is currently managed by four external managers. Their performance is monitored on an
ongoing basis. Conduit projects the level of funds required to meet near-term obligations
and cash flow needs following extreme events in order to ensure adequate liquidity is
maintained. Conduit also prioritises liquid asset classes with higher credit quality and
shorter duration so that Conduit can meet reinsurance and other near-term obligations.
Conduit has split the portfolio into a short-tail mandate, to better match the property and
specialty classes of business, and a long-tail mandate, to better match the casualty classes
of business and some aspects of the specialty classes of business. The short-tail mandate
will be slightly shorter duration than the long-tail mandate.
Conduit reviews the composition, duration and asset allocation of its investment portfolio
on a regular basis to respond to changes in interest rates and other market conditions.
If certain asset classes are anticipated to produce a higher return within management’s
risk tolerance, an adjustment in asset allocation may be made. Conversely, if the risk profile
is expected to move outside of tolerance levels, adjustments may be made to reduce the
risks in the portfolio.
Conduit models various periods of significant stress in order to better understand the
investment portfolio’s risks and exposures. The scenarios represent what could, and most
likely will, occur – albeit not in the exact form of the scenarios, which are based on historic
periods of volatility. Conduit also monitors the portfolio impact of more severe scenarios
consisting of extreme shocks.
Conduit focuses on the most significant risks in its investment portfolio which are interest
rate risk, credit risk and liquidity risk, and has built stress testing and risk analytics around
these risks to ensure they are within tolerances and preferences. Conduit seeks to invest in
issuers with stronger ESG practices on balance, as it believes that this will also help reduce
risk in the portfolio.
Strategic asset allocation reviews will be undertaken periodically to assess Conduit’s
overall investment strategy and to consider alternative asset allocations to achieve the best
risk-adjusted return within Conduit's risk appetite. Any resulting recommendations would
be approved by the appropriate management committee(s) and reported to the Board.
The Investment Committee meets quarterly to ensure that the strategic and tactical
investment actions were consistent with investment risk preferences, appetite, risk and
return objectives and tolerances. The investment risk tolerances have been incorporated
into the risk framework.
129
Notes to the consolidated financial statements
continued
The investment mix by mandate and sector of Conduit's portfolio of fixed maturity
securities is as follows:
As at 31 December 2024
Estimated
fair value
short-tail
$m
Estimated
fair value
long-tail
$m
Estimated
fair value
total
$m
Short-term investments
29.4
6.0
35.4
US treasuries
297.6
176.5
474.1
US agency debt
1.9
2.5
4.4
US municipals
14.2
6.5
20.7
Non-US government and agency
–
–
–
Asset-backed
171.6
39.4
211.0
US government agency mortgage-backed
63.5
83.8
147.3
Non-agency mortgage-backed
22.0
8.6
30.6
Agency commercial mortgage-backed
7.0
–
7.0
Non-agency commercial mortgage-backed
30.6
36.1
66.7
Corporate
311.5
217.6
529.1
Total
949.3
577.0
1,526.3
As at 31 December 2023
Estimated
fair value
short-tail
$m
Estimated
fair value
long-tail
$m
Estimated
fair value
total
$m
Short-term investments
42.0
4.7
46.7
US treasuries
230.0
113.9
343.9
US agency debt
2.0
1.8
3.8
US municipals
11.8
7.3
19.1
Non-US government and agency
2.0
–
2.0
Asset-backed
125.4
48.9
174.3
US government agency mortgage-backed
62.3
59.8
122.1
Non-agency mortgage-backed
11.7
6.6
18.3
Agency commercial mortgage-backed
7.8
–
7.8
Non-agency commercial mortgage-backed
25.6
31.2
56.8
Corporate
286.1
157.5
443.6
Total
806.7
431.7
1,238.4
130
Notes to the consolidated financial statements
continued
Corporate and non-US government and agency bonds by country are as follows:
As at 31 December 2024
Financials
$m
Other
industries
$m
Non-US
government
and agency
$m
Total
$m
US
210.9
205.8
–
416.7
UK
27.5
5.2
–
32.7
Canada
30.7
1.0
–
31.7
Other countries
41.6
6.4
–
48.0
Total
310.7
218.4
–
529.1
As at 31 December 2023
Financials
$m
Other
industries
$m
Non-US
government
and agency
$m
Total
$m
US
179.0
178.5
–
357.5
UK
22.9
1.6
–
24.5
Canada
16.1
0.9
–
17.0
Other countries
42.9
1.7
2.0
46.6
Total
260.9
182.7
2.0
445.6
The sector allocation of corporate bonds is as follows:
2024
2023
As at 31 December
$m
%
$m
%
Financials
310.7
58.7
260.9
58.8
Industrials
193.5
36.6
161.4
36.4
Utilities
24.9
4.7
21.3
4.8
Total
529.1
100.0
443.6
100.0
131
Notes to the consolidated financial statements
continued
Conduit’s investment portfolio is comprised of fixed maturity securities and cash and cash
equivalents. Fair values can be impacted by movements in interest rates, credit ratings,
exchange rates, the current economic environment and outlook. The estimated fair value
of the portfolio of fixed maturity securities is generally inversely correlated to movements
in market interest rates. If market interest rates fall, the estimated fair value of Conduit’s
portfolio of fixed maturity securities would tend to rise and vice versa. The sensitivity of
the price of fixed maturity securities to movements in interest rates is indicated by their
duration. The greater a security’s duration, the greater its price volatility to movements in
interest rates. The sensitivity of Conduit’s portfolio of fixed maturity securities to interest
rate movements is detailed below, assuming linear movements in interest rates.
2024
2023
As at 31 December
$m
%
$m
%
Immediate shift in yield (basis points)
100
(41.0)
(2.7)
(32.1)
(2.6)
75
(30.8)
(2.0)
(24.1)
(1.9)
50
(20.5)
(1.3)
(16.0)
(1.3)
25
(10.3)
(0.7)
(8.0)
(0.6)
0
–
–
–
–
-25
11.6
0.8
9.1
0.7
-50
23.1
1.5
18.3
1.5
-75
34.7
2.3
27.4
2.2
-100
46.3
3.0
36.5
2.9
Conduit mitigates interest rate risk on the investment portfolio by establishing and
monitoring duration ranges in its investment guidelines. The duration of the portfolio is
matched to the modelled expected duration of the reinsurance reserves, within a permitted
range. The permitted duration range for the portfolio is between 1.5 and 5 years. The overall
duration for the fixed maturity securities, managed cash and cash equivalents is 2.5 years
as at 31 December 2024 (as at 31 December 2023: 2.4 years).
In addition to duration management, Conduit monitors VaR to measure potential losses
in the estimated fair values of its cash and invested assets and to understand and monitor
risk. The VaR calculation is performed using variance/covariance risk modelling. Securities
are valued individually using standard market pricing models. These security valuations
serve as the input to many risk analytics. The principal VaR measure that is produced is an
annual VaR at the 99th percentile confidence level. Under normal conditions, the portfolio is
not expected to lose more than the VaR metric listed below, 99% of the time over a one-
year time horizon. The appropriateness of this measure is considered by the Investment
Committee periodically.
Conduit’s annual VaR calculation is as follows:
2024
2023
As at 31 December
$m
% of
shareholders'
equity
$m
% of
shareholders'
equity
99th percentile confidence level
102.2
9.7%
91.9
9.3%
132
Notes to the consolidated financial statements
continued
Currency risk
Conduit is susceptible to fluctuations in rates of foreign exchange, principally between the US dollar and pound sterling and the US dollar and the euro. Even though risks are assumed
on a worldwide basis, they are predominantly denominated in US dollars. Conduit is exposed to currency risk to the extent its assets are denominated in different currencies to its
liabilities. Conduit is also exposed to translation risk on non-monetary assets and liabilities. Foreign currency gains and losses are recorded in the period they occur in the consolidated
statement of comprehensive income.
Conduit hedges monetary non-US dollar liabilities primarily with non-US dollar assets but may also use derivatives, such as currency forwards, to mitigate foreign currency exposures.
The main foreign currency exposure relates to its reinsurance and ceded reinsurance assets and liabilities, cash holdings and dividend payable, if applicable.
With the adoption of IFRS 17 all reinsurance and ceded reinsurance assets and liabilities are monetary items and are revalued at period end exchange rates.
The following table summarises the carrying value of all monetary and non-monetary assets and liabilities categorised by Conduit’s main currencies.
As at 31 December 2024
USD
$m
GBP
$m
EUR
$m
Other
$m
Total
$m
Total assets
1,801.5
27.4
40.1
37.2
1,906.2
Total liabilities
(758.4)
(24.2)
(39.4)
(33.0)
(855.0)
Net assets (liabilities)
1,043.1
3.2
0.7
4.2
1,051.2
As at 31 December 2023
USD
$m
GBP
$m
EUR
$m
Other
$m
Total
$m
Total assets
1,427.9
26.3
16.5
25.5
1,496.2
Total liabilities
(438.7)
(20.4)
(29.3)
(20.4)
(508.8)
Net assets (liabilities)
989.2
5.9
(12.8)
5.1
987.4
The impact on profit from a proportional foreign exchange movement of 10.0% against the US dollar at year end spot rates would be an increase or decrease of $1.3 million
(31 December 2023: increase or decrease of $0.4 million).
133
Notes to the consolidated financial statements
continued
c.
Liquidity risk
Liquidity risk is the risk that cash may not be available to pay obligations when they are
due without incurring unreasonable costs. Conduit's main exposure to liquidity risk is with
respect to its reinsurance and investment activities. Conduit is exposed if proceeds from
the sale of financial assets are not sufficient to fund obligations arising from reinsurance
contacts and/or other liabilities. Conduit can be exposed to fund daily calls on its available
investment assets, principally to settle reinsurance claims and/or to fund trust accounts
following a large catastrophe loss, or other collateral requirements.
Liquidity risk exposures related to reinsurance activities are as follows:
•
Large catastrophic events, or multiple medium-sized events in quick succession,
requiring the payment of high-value claims within a short time frame or to fund trust
accounts established to collateralise claims payment liabilities;
•
Failure of cedants to meet their contractual obligations with respect to the timely
payment of premiums; and
•
Failure of Conduit’s ceded reinsurers to meet their contractual obligations to pay claims
within a timely manner.
Liquidity risk exposures related to investment activities are as follows:
•
Adverse market movements and/or a duration mismatch to obligations, resulting
in investments needing to be disposed of at a significant realised loss; and
•
An inability to liquidate investments due to market conditions.
Conduit's investment strategy is to hold high quality, liquid securities sufficient to meet
reinsurance liabilities and other near-term liquidity requirements. Portfolios are specifically
designed to ensure funds are readily available in an extreme event.
The maturity dates of Conduit's portfolio of fixed maturity securities are as follows:
As at 31 December 2024
Short-tail
$m
Long-tail
$m
Total
$m
Fixed maturity securities at FVTPL
Less than one year
134.7
11.4
146.1
Between one and two years
169.2
64.7
233.9
Between two and three years
120.3
46.9
167.2
Between three and four years
61.1
95.5
156.6
Between four and five years
68.2
50.1
118.3
Over five years
101.1
140.5
241.6
Asset-backed and mortgage-backed
294.7
167.9
462.6
Total
949.3
577.0
1,526.3
As at 31 December 2023
Short-tail
$m
Long-tail
$m
Total
$m
Fixed maturity securities at FVTPL
Less than one year
174.6
29.9
204.5
Between one and two years
135.3
13.1
148.4
Between two and three years
122.3
47.7
170.0
Between three and four years
29.3
21.5
50.8
Between four and five years
41.1
79.8
120.9
Over five years
71.3
93.2
164.5
Asset-backed and mortgage-backed
232.8
146.5
379.3
Total
806.7
431.7
1,238.4
134
Notes to the consolidated financial statements
continued
The estimated maturity profile of the reinsurance liability for incurred claims and financial liabilities of Conduit is as follows:
Years until liability becomes due – discounted
2024
2023
As at 31 December
Carrying
value
$m
Less than
one
$m
One to
three
$m
Three to
five
$m
Over
five
$m
Total
$m
Carrying
value
$m
Less than
one
$m
One to
three
$m
Three to
five
$m
Over
five
$m
Total
$m
Reinsurance liability for incurred claims
978.0
280.4
403.9
175.8
117.9
978.0
592.2
158.0
231.4
117.3
85.5
592.2
Other reinsurance payables
6.3
6.3
–
–
–
6.3
12.0
12.0
–
–
–
12.0
Other payables
18.9
18.9
–
–
–
18.9
12.0
12.0
–
–
–
12.0
Lease liabilities
1.6
0.8
0.8
–
–
1.6
2.3
0.7
1.6
–
–
2.3
Total
1,004.8
306.4
404.7
175.8
117.9 1,004.8
618.5
182.7
233.0
117.3
85.5
618.5
Actual maturities of the above may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations with or without call or prepayment
penalties. The estimation of the ultimate liability for incurred claims is complex and incorporates a significant amount of judgement. The timing of payments is also uncertain and
cannot be predicted as simply as for other financial liabilities. Actuarial and statistical techniques, past experience and management’s judgement have been used to determine a likely
settlement pattern.
As at 31 December 2024, cash and cash equivalents were $313.2 million (31 December 2023: $199.8 million). Conduit manages its liquidity risks via its investment strategy to hold
high quality, liquid securities, sufficient to meet its reinsurance liabilities and other near-term liquidity requirements. In addition, Conduit has established asset allocation and maturity
parameters within the investment guidelines such that the majority of the investments are in high quality assets which could be converted into cash promptly and at minimal expense.
Conduit monitors market changes and outlook and reallocates assets as it deems necessary.
As at 31 December 2024, Conduit considers it has more than adequate liquidity to pay its obligations as they fall due even if difficult investment market conditions were to prevail for
a period of time.
135
Notes to the consolidated financial statements
continued
d.
Credit risk
Credit risk is the risk that a counterparty may fail to pay, or repay, a debt or obligation.
Conduit is exposed to credit risk on its fixed maturity investment portfolio, its expected
premium cash flows due from cedants and on ceded reinsurance recoverables.
Credit risk on Conduit’s portfolio of fixed maturity securities is mitigated through the
investment policy to invest in instruments of high credit quality issuers and to limit the
amounts of credit exposure with respect to particular ratings categories and any one
issuer. Securities rated below an S&P or equivalent rating of BBB+ may comprise no more
than 10.0% of the portfolio. Conduit also limits exposure to individual issuers, with declining
limits for less highly rated issuers. Conduit therefore does not expect any significant credit
concentration risk on its investment portfolio, except for fixed maturity securities issued
by the US government and its agencies.
Conduit is potentially exposed to counterparty credit risk in relation to the total expected
premium cash flows due from reinsurance brokers and cedants and on ceded reinsurance
recoverables due from Conduit’s reinsurers. Credit risk on total expected premium cash
flows due from cedants is managed by conducting business with reputable broking
organisations, with whom Conduit has established relationships, and by rigorous cash
collection procedures. Conduit also has a broker approval process in place. Credit risk
from ceded reinsurance recoverables is primarily managed by the review and approval
of reinsurer security, with ongoing monitoring in place.
Ceded reinsurance recoverables are recorded within ceded reinsurance contract assets
as the ceded asset for incurred claims which is shown in note 14.
The table opposite presents an analysis of Conduit’s major exposures to counterparty
credit risk, based on their rating. Expected premium cash flows are not rated, however
there is limited default risk associated with these amounts.
As at 31 December 2024
Cash and cash
equivalents and fixed
maturity securities
$m
Ceded asset for
incurred claims
$m
AAA
566.4
–
AA+, AA, AA-
742.2
–
A+, A, A-
441.5
24.6
BBB+, BBB, BBB-
89.4
–
Other
–
16.6
Total
1,839.5
41.2
As at 31 December 2023
Cash and cash
equivalents and fixed
maturity securities
$m
Ceded asset for
incurred claims
$m
AAA
434.2
–
AA+, AA, AA-
562.0
–
A+, A, A-
332.6
23.1
BBB+, BBB, BBB-
109.4
–
Other
–
19.5
Total
1,438.2
42.6
The ceded reinsurance assets classified as other are fully collateralised.
As at 31 December 2024 the average credit quality of Conduit's cash and cash equivalents
and portfolio of fixed maturity securities was AA (31 December 2023: AA).
136
Notes to the consolidated financial statements
continued
Total expected premium cash flows represents the premium, net of deductions,
expected to be received for past and future reinsurance coverage. The following table
shows total expected premium cash flows that are not yet due and those that are past
due but not impaired, which represents the exposure to credit risk on reinsurance
contracts issued at the balance sheet date.
As at 31 December
2024
$m
2023
$m
Not yet due
440.1
318.2
Less than 90 days past due
21.4
42.7
Over 90 days past due
4.8
7.0
Total
466.3
367.9
For the years ended 31 December 2024 and 2023 no provisions have been made for
impaired or irrecoverable balances and no amount was charged to the consolidated
statement of comprehensive income in respect of bad debts.
e.
Operational risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes,
personnel, systems or external events. During the reporting period, various operational risks
were identified, and steps were taken to manage or mitigate those risks.
The risk framework addresses the identification, assessment and management of
operational risks. This process involves the use of risk registers to identify inherent risk
and residual risk after the application of controls. The management of individual risks
is the responsibility of management, with independent challenge and oversight provided
by the risk function. The results of compliance reviews and independent internal audits
provide an additional level of review and verification. The Audit Committee has selected
a reputable provider to serve as outsourced internal auditors.
f.
Strategic risk
Conduit has identified several strategic risks, including:
•
The risks that either the poor execution of the business plan or an inappropriate business
plan in itself results in a strategy that fails to reflect adequately the trading environment,
resulting in an inability to optimise performance, including reputational risk;
•
The risks of the failure to maintain adequate capital, accessing capital at an inflated
cost or the inability to access capital and unanticipated changes in vendor, regulatory
and/or rating agency models that could result in an increase in capital requirements
or a change in the type of capital required; and
•
The risks of succession planning, staff retention and key personnel risks.
Business plan risk
Conduit's business plan forms the basis of operations and provides strategic direction to
management. Actual versus planned results are monitored regularly.
Capital management risk
Total tangible capital is as follows:
As at 31 December
2024
$m
2023
$m
Shareholders' equity
1,051.2
987.4
Risks associated with the effectiveness of Conduit’s capital management are mitigated
as follows:
•
Regular monitoring of current and prospective regulatory and rating agency
capital requirements;
•
Oversight of capital requirements by the Board;
•
Ability to purchase sufficient, cost-effective reinsurance;
•
Maintaining contact with vendors, regulators and rating agencies in order to stay
abreast of upcoming developments; and
•
Participation in industry groups such as the Association of Bermuda Insurers and
Reinsurers, Reinsurance Association of America and the International Underwriting
Association.
137
Notes to the consolidated financial statements
continued
Conduit reviews the level and composition of capital on an ongoing basis with a view of:
•
Maintaining sufficient capital for underwriting opportunities and to meet obligations
to policyholders;
•
Maximising the risk-adjusted return to shareholders within the context of the defined
risk appetite;
•
Maintaining an adequate financial strength rating; and
•
Meeting all relevant capital requirements.
Capital is increased or returned as appropriate. The retention of earnings generated
leads to an increase in capital. Capital raising can include debt or equity and returns of
capital may be made through dividends, share repurchases, a redemption of debt or any
combination thereof. Other capital management tools and products available to Conduit
may also be utilised. All capital actions require approval by the Board.
The primary source of capital used by Conduit is equity shareholders’ funds. As a holding
company, CHL relies on dividends from its operating entity to provide the cash flow
required for dividends to shareholders. The ability of the operating entity to pay dividends
and make capital distributions is subject to the legal and regulatory restrictions of the
jurisdiction in which it operates.
CRL is regulated as a Class 4 (re)insurer by the BMA and is required to hold sufficient
capital under applicable regulations. The BMA’s regulatory framework has been assessed as
equivalent to the EU’s Solvency II regime. CRL had sufficient capital at all times throughout
the year to meet the BMA’s requirements, inclusive of the BSCR standard formula and
minimum margin of solvency.
Retention risk
Risks associated with succession planning, staff retention and key person risks are
mitigated through a combination of resource planning processes and controls, including:
•
The identification of key personnel with appropriate succession plans at CHL;
•
The identification of key team profit generators at CRL and function heads with
targeted retention packages;
•
Documented recruitment procedures, position descriptions and employment contracts;
•
Resource monitoring and the provision of appropriate compensation, including equity-
based incentives which vests over a defined time horizon, subject to achieving certain
performance criteria; and
•
Training schemes.
138
Notes to the consolidated financial statements
continued
4.
Segmental reporting
Management and the Board review Conduit’s business and evaluates its performance
primarily by three segments: Property, Casualty and Specialty. These are considered
to be the reportable segments for the purposes of segmental reporting. Further classes
of business are underwritten within each reportable segment. The nature of these individual
classes is discussed further in the Risk disclosures section in note 3.
Reportable
segments
Operations and classes
of business
Property
US and international property catastrophe and non-catastrophe risks on
an excess of loss and proportional contract basis.
Casualty
US and international casualty risks principally including directors and officers
liability, financial institutions liability, general liability, medical malpractice,
professional liability and transactional liability.
Specialty
Diverse portfolio of business, including aviation, energy, engineering and
construction, environmental, marine, renewables, political violence and
terrorism and whole account.
Reportable segment performance is measured by the reinsurance service and finance
result and the combined ratio. The chief operating decision maker does not manage
Conduit's assets by reportable segment, and, accordingly, investment income and other
non-underwriting related items are not allocated to each reportable segment. Refer to the
risk disclosures for more information. All amounts reported are transactions with external
parties and associates.
There are no significant inter-segmental transactions.
Year ended 31 December 2024
Property
$m
Casualty
$m
Specialty
$m
Total
$m
Reinsurance revenue by geographic region
US
229.2
101.8
30.3
361.3
Worldwide
143.6
57.8
120.0
321.4
Europe
34.8
39.4
22.9
97.1
Other
30.2
2.8
0.9
33.9
Reinsurance revenue
437.8
201.8
174.1
813.7
Year ended 31 December 2023
Property
$m
Casualty
$m
Specialty
$m
Total
$m
Reinsurance revenue by geographic region
US
198.0
118.3
20.6
336.9
Worldwide
101.2
23.4
74.7
199.3
Europe
21.7
28.2
19.7
69.6
Other
24.3
1.9
1.0
27.2
Reinsurance revenue
345.2
171.8
116.0
633.0
Included within the worldwide geographic region, are premiums written with external
parties in Bermuda for $0.7 million (31 December 2023: $4.0 million).
139
Notes to the consolidated financial statements
continued
Year ended 31 December
Property
$m
Casualty
$m
Specialty
$m
Total
$m
Property
$m
Casualty
$m
Specialty
$m
Total
$m
Reinsurance revenue
437.8
201.8
174.1
813.7
345.2
171.8
116.0
633.0
Ceded reinsurance expenses
(81.7)
(1.4)
(10.6)
(93.7)
(66.9)
(1.3)
(8.5)
(76.7)
Net reinsurance revenue
356.1
200.4
163.5
720.0
278.3
170.5
107.5
556.3
Reinsurance losses and loss related amounts, discounted
(256.3)
(146.2)
(128.4)
(530.9)
(136.5)
(120.7)
(70.8)
(328.0)
Reinsurance operating expenses
(38.1)
(13.1)
(9.3)
(60.5)
(30.4)
(11.9)
(6.7)
(49.0)
Reinsurance service expenses
(294.4)
(159.3)
(137.7)
(591.4)
(166.9)
(132.6)
(77.5)
(377.0)
Ceded reinsurance recoveries
(0.4)
—
3.4
3.0
4.6
0.2
(0.5)
4.3
Reinsurance service result
61.3
41.1
29.2
131.6
116.0
38.1
29.5
183.6
Net reinsurance finance income (expense)
(11.9)
(9.8)
(9.1)
(30.8)
(9.5)
(15.0)
(8.3)
(32.8)
Reinsurance service and finance result
49.4
31.3
20.1
100.8
106.5
23.1
21.2
150.8
Other operating expenses
(30.8)
(28.3)
Net unallocated revenue (expenses)
55.6
68.3
Total comprehensive income
125.6
190.8
Net loss ratio (discounted)
72.1%
73.0%
76.5%
73.3%
47.4%
70.7%
66.3%
58.2%
Reinsurance operating expense ratio
10.7%
6.5%
5.7%
8.4%
10.9%
7.0%
6.2%
8.8%
Other operating expense ratio
4.3%
5.1%
Combined ratio (discounted)
82.8%
79.5%
82.2%
86.0%
58.3%
77.7%
72.5%
72.1%
Net loss ratio (undiscounted)
79.2%
90.6%
88.3%
84.4%
51.5%
89.4%
77.1%
68.0%
Combined ratio (undiscounted)
89.9%
97.1%
94.0%
97.1%
62.4%
96.4%
83.3%
81.9%
2024
2023
140
Notes to the consolidated financial statements
continued
5.
Investment return
As at 31 December 2024
Net
investment
income
$m
Net
realised
gains
(losses)
$m
Net
unrealised
gains
(losses)
$m
Total
investment
return
$m
Fixed maturity securities
54.4
0.1
1.0
55.5
Cash and cash equivalents
10.6
–
–
10.6
Total
65.0
0.1
1.0
66.1
As at 31 December 2023
Net
investment
income
$m
Net
realised
gains
(losses)
$m
Net
unrealised
gains
(losses)
$m
Total
investment
return
$m
Fixed maturity securities
35.7
(1.3)
30.6
65.0
Cash and cash equivalents
5.6
–
–
5.6
Total
41.3
(1.3)
30.6
70.6
Included in net investment income is $1.6 million of investment management and custody
fees for the year ended 31 December 2024 (31 December 2023: $1.3 million). Net foreign
exchange gains (losses) on cash and cash equivalents and fixed maturity securities for
the year ended 31 December 2024 was $(4.5) million (31 December 2023: nil). Foreign
exchange impacts are not included in the investment returns in the table above.
6.
Reinsurance finance return
Year ended 31 December
2024
$m
2023
$m
Interest accretion from reinsurance contracts
(39.6)
(28.9)
Interest accretion from ceded reinsurance contracts held
2.0
2.9
Net interest accretion
(37.6)
(26.0)
Change in discount rates from reinsurance contracts
6.9
(7.2)
Change in discount rates from ceded reinsurance contracts held
(0.1)
0.4
Net change in discount rates
6.8
(6.8)
Net reinsurance finance income (expense)
(30.8)
(32.8)
141
Notes to the consolidated financial statements
continued
7.
Employee benefits and other incentives
Aggregate remuneration and other incentives of Conduit’s employees is as follows:
Year ended 31 December
2024
$m
2023
$m
Wages and salaries
14.9
13.0
Pension benefit
1.6
1.3
Bonus and other benefits
18.1
15.0
Total cash compensation
34.6
29.3
Equity-based incentive expense
7.1
2.5
Total employee benefits and other incentives
41.7
31.8
Equity-based incentive schemes
MIP
Prior to the IPO, a MIP was created. The purpose of the MIP was to provide an incentive
scheme for the founders and initial employees for their services in establishing the
foundations of Conduit. The incentive is based around shares in CML, which will be
automatically exchanged for ordinary shares of CHL for an aggregate value equivalent
to up to 15% of the excess of the market value of CHL over and above the Invested Equity,
subject to the satisfaction of the vesting conditions. All outstanding and future grants have
an exercise period of four to seven years from the grant date. The fair value is estimated
using a stochastic Monte Carlo model.
CML issued 100,000 A1 shares and 100,000 A2 shares during the period ended
31 December 2020 at a subscription price of £1.72 and $2.26, respectively. Refer to note 17
for additional details.
The following table lists the assumptions used in the stochastic model for the MIP awards:
Assumptions
Dividend yield
0%
Expected volatility1
range from 17.2% – 19.0%
Risk-free interest rate2
range from 0.3% – 0.6%
Expected life of instruments
range from 4 to 7 years
1.
The expected volatility was calculated based on a comparator group of companies.
2.
The risk-free interest rate is based on the yield of a US government bond on the date of grant.
The shares were granted prior to the IPO and therefore discounts for business viability and
lack of marketability were also applied. There are significant risks associated with an IPO
and the instruments are also illiquid until the tranche vesting dates. Management therefore
selected their best estimates at the time for these discounts. These assumptions were
highly judgemental and input from advisers was sought. Management also considered
alternative assumptions and concluded there was not a material impact on the estimated
valuation selected. The calculation of the equity-based incentive expense assumes no
forfeitures due to employee turnover, with subsequent adjustments to reflect actual
experience. The assumptions and estimated valuation selected resulted in 20% being
expensed upfront for certain employees as this portion was not tied to service conditions
and was fully expensed in the period ended 31 December 2020.
Conditions of the MIP include:
•
The incentives are to be equity settled and have therefore been accounted for in
accordance with IFRS 2;
•
The value of the services received in exchange for the share-based incentives
is measured by reference to the estimated fair value of the incentives at their grant
date, with the estimated fair value recognised in the consolidated statement of
comprehensive income, together with a corresponding increase in other reserves
within shareholders’ equity, on a straight-line basis over the vesting period, based
on an estimate of the number of shares that will ultimately vest;
142
Notes to the consolidated financial statements
continued
•
Vesting conditions, other than market conditions linked to the share price of CHL,
are not taken into account when estimating the fair value; and
•
At the end of each reporting period Conduit revises its estimates of the number of
shares that are expected to vest due to non-market conditions and recognises the
impact of the revision to original estimates, if any, in the consolidated statement of
comprehensive income, with a corresponding adjustment to shareholders’ equity.
DSBP
A percentage of each employee's bonus is automatically deferred into shares as nil cost
options. The nil cost options vest annually in separate equal tranches over a three year
period from the date of grant and do not have associated performance criteria attached
to the awards. These awards accrue dividend equivalents for all dividends declared where
the record date falls between the grant date and date of exercise, and are paid at the time
of exercise.
DSBP
Number of
awards
Outstanding as at 31 December 2022
753,016
Granted
315,875
Exercised
(250,963)
Forfeited
(35,236)
Outstanding as at 31 December 2023
782,692
Granted
1,102,968
Exercised
(339,282)
Forfeited
(24,363)
Outstanding as at 31 December 2024
1,522,015
LTIP – time vesting criteria
The LTIP is a retention scheme with awards granted to staff members as nil cost options.
The nil cost options vest over a three year period from the date of grant and the time
vesting criteria are the only stipulations attached to the awards. These awards accrue
dividend equivalents for all dividends declared where the record date falls between the
grant date and date of exercise, and are paid at the time of exercise.
LTIP
Number of
awards
Outstanding as at 31 December 2022
–
Granted
365,984
Exercised
–
Forfeited
–
Outstanding as at 31 December 2023
365,984
Granted
658,446
Exercised
–
Forfeited
(41,733)
Outstanding as at 31 December 2024
982,697
LTIP – performance criteria
The LTIP awards with performance criteria vest three years from the date of grant and are
dependent on certain performance criteria being met. A maximum of 75% of the awards
will vest if the change in NTAVS is in excess of a required threshold, while the remaining
25% is subject to the TSR return over the vesting period being in excess of a required
threshold. These awards accrue dividend equivalents for all dividends declared where
the record date falls between the grant date and date of exercise, and are paid at the time
of exercise.
143
Notes to the consolidated financial statements
continued
LTIP
Number of
awards
Outstanding as at 31 December 2023
–
Granted
417,780
Exercised
–
Forfeited
–
Outstanding as at 31 December 2024
417,780
8.
Other operating expenses
As at 31 December
2024
$m
2023
$m
Other operating expenses include:
Audit fees
1.1
1.3
Other auditor services
0.1
0.1
Total
1.2
1.4
During the year ended 31 December 2024, KPMG Audit Limited provided non-audit
services in relation to Conduit's 2024 interim review and carbon emission disclosures.
Fees for non-audit services in the year ended 31 December 2024 totalled $0.1 million
(31 December 2023: $0.1 million).
9.
Financing costs
As at 31 December
2024
$m
2023
$m
LOC and trust fees
1.1
1.1
Interest expense on lease liabilities
0.1
0.1
Total
1.2
1.2
Refer to note 16 for details of Conduit’s financing arrangements.
10. Tax
Bermuda
CHL, CSL, CML and CRL have received an undertaking from the Bermuda government
which exempts them from all Bermuda local income, withholding and capital gains taxes
until 31 March 2035. On 27 December 2023 the Bermuda government enacted legislation,
the Bermuda CIT Act of 2023, into law. CHL, CSL, CML and CRL are currently not in scope
for this new legislation and as such, the exemptions provided by the Bermuda government
undertaking still apply.
11.
Cash and cash equivalents
As at 31 December
2024
$m
2023
$m
Cash at bank and in hand
25.4
39.4
Cash equivalents
287.8
160.4
Total
313.2
199.8
Cash equivalents include money market funds and other short-term highly liquid
investments with three months or less remaining until maturity at the time of purchase.
The carrying amount of these assets approximates their fair value. Refer to note 16 for
cash and cash equivalents provided as collateral under Conduit’s financing arrangements.
144
Notes to the consolidated financial statements
continued
12. Investments
As at 31 December 2024
Cost or
amortised
cost
$m
Unrealised
gains
$m
Unrealised
losses
$m
Estimated
fair value
$m
Fixed maturity securities, at FVTPL
Short-term investments
35.4
–
–
35.4
US treasuries
485.0
0.6
(11.5)
474.1
US agency debt
4.5
–
(0.1)
4.4
US municipals
20.9
0.2
(0.4)
20.7
Non-US government and agency
–
–
–
–
Asset-backed
211.7
0.5
(1.2)
211.0
US government agency mortgage-
backed
164.8
0.2
(17.7)
147.3
Non-agency mortgage-backed
31.7
0.2
(1.3)
30.6
Agency commercial mortgage-backed
7.4
–
(0.4)
7.0
Non-agency commercial mortgage-
backed
70.6
0.1
(4.0)
66.7
Corporate
538.1
2.2
(11.2)
529.1
Total
1,570.1
4.0
(47.8)
1,526.3
As at 31 December 2023
Cost or
amortised
cost
$m
Unrealised
gains
$m
Unrealised
losses
$m
Estimated
fair value
$m
Fixed maturity securities, at FVTPL
Short-term investments
46.7
–
–
46.7
US treasuries
351.0
2.1
(9.2)
343.9
US agency debt
4.0
–
(0.2)
3.8
US municipals
19.5
0.3
(0.7)
19.1
Non-US government and agency
2.0
–
–
2.0
Asset-backed
177.3
0.3
(3.3)
174.3
US government agency mortgage-
backed
135.9
0.7
(14.5)
122.1
Non-agency mortgage-backed
20.0
0.1
(1.8)
18.3
Agency commercial mortgage-backed
8.1
0.1
(0.4)
7.8
Non-agency commercial mortgage-
backed
62.7
0.2
(6.1)
56.8
Corporate
456.0
2.5
(14.9)
443.6
Total
1,283.2
6.3
(51.1)
1,238.4
As at 31 December 2024 other assets and other payables included nil and $6.4 million
for investments sold and purchased, respectively (31 December 2023: $0.1 million and nil,
respectively).
145
Notes to the consolidated financial statements
continued
Conduit determines the estimated fair value of each individual security utilising the highest-
level inputs available. Prices for the investment portfolio are provided via a third-party
investment accounting firm whose pricing processes and the controls thereon are subject
to an annual audit on both the operation and the effectiveness of those controls. Various
recognised reputable pricing sources are used including pricing vendors. The pricing
sources use bid prices where available, otherwise indicative prices are quoted based
on observable market trade data. The prices provided are compared to the investment
managers’ pricing.
Conduit has not made any adjustments to any pricing provided by independent pricing
services or its third-party investment managers for the years ended 31 December 2024
and 2023. The fair value of securities in the investment portfolio is estimated using the
following techniques:
LEVEL (I) – Level (I) investments are securities with quoted prices in active markets.
A financial instrument is regarded as quoted in an active market if quoted prices are readily
and regularly available from an exchange, dealer, broker, industry group, pricing service
or regulatory agency and those prices represent actual and regularly occurring market
transactions on an arm’s length basis.
LEVEL (II) – Level (II) investments are securities with quoted prices in active markets for
similar assets or liabilities or securities valued using other valuation techniques for which
all significant inputs are based on observable market data. Instruments included in Level (II)
are valued via independent external sources using directly observable inputs to models
or other valuation methods. The valuation methods used are typically industry accepted
standards and include broker-dealer quotes and pricing models including present values
and future cash flows with inputs such as yield curves, credit spreads, interest rates,
prepayment speeds and default rates.
LEVEL (III) – Level (III) investments are securities for which valuation techniques are not
based on observable market data and require significant management judgement.
Conduit determines whether transfers have occurred between levels of the fair value
hierarchy by re-assessing the categorisation at the end of each reporting period. Transfers
from Level (I) to (II) securities amounted to $19.1 million and transfers from Level (II) to (I)
securities amounted to $54.7 million during the year ended 31 December 2024 using end of
current period positions and estimated fair values. Transfers from Level (I) to (II) securities
amounted to $9.4 million and transfers from Level (II) to (I) securities amounted to $63.4
million during the year ended 31 December 2023 using end of current period positions and
estimated fair values. There were no investments included in Level (III) for either year end.
The fair value hierarchy of Conduit's investment portfolio is as follows:
As at 31 December 2024
Level I
$m
Level II
$m
Total
$m
Fixed maturity securities, at FVTPL
Short-term investments
30.9
4.5
35.4
US treasuries
474.1
–
474.1
US agency debt
1.9
2.5
4.4
US municipals
0.5
20.2
20.7
Non-US government and agency
–
–
–
Asset-backed
–
211.0
211.0
US government agency mortgage-backed
–
147.3
147.3
Non-agency mortgage-backed
–
30.6
30.6
Agency commercial mortgage-backed
–
7.0
7.0
Non-agency commercial mortgage-backed
–
66.7
66.7
Corporate
130.7
398.4
529.1
Total
638.1
888.2
1,526.3
146
Notes to the consolidated financial statements
continued
As at 31 December 2023
Level I
$m
Level II
$m
Total
$m
Fixed maturity securities, at FVTPL
Short-term investments
46.1
0.6
46.7
US treasuries
343.9
–
343.9
US agency debt
–
3.8
3.8
US municipals
–
19.1
19.1
Non-US government and agency
–
2.0
2.0
Asset-backed
–
174.3
174.3
US government agency mortgage-backed
–
122.1
122.1
Non-agency mortgage-backed
–
18.3
18.3
Agency commercial mortgage-backed
–
7.8
7.8
Non-agency commercial mortgage-backed
–
56.8
56.8
Corporate
93.6
350.0
443.6
Total
483.6
754.8
1,238.4
Refer to note 16 for investments provided as collateral under Conduit’s financing
arrangements.
13. Interests in structured entities
Unconsolidated structured entities in which Conduit has an interest
As part of Conduit’s investment activities, it invests in unconsolidated structured entities.
Conduit does not sponsor any of the unconsolidated structured entities. The business
relations of Conduit with the structured entities set out below do not give rise to
consolidation because the criteria for control pursuant to IFRS 10, as contained in
our consolidation principles, are not met.
A summary of interests in unconsolidated structured entities is as follows:
As at 31 December
2024
$m
2023
$m
Fixed maturity securities, at FVTPL
Asset-backed
211.0
174.3
US government agency mortgage-backed
147.3
122.1
Non-agency mortgage-backed
30.6
18.3
Agency commercial mortgage-backed
7.0
7.8
Non-agency commercial mortgage-backed
66.7
56.8
Total
462.6
379.3
The fixed maturity structured entities are used to meet specific investment needs of
borrowers and investors which cannot be met from standardised financial instruments
available in the capital markets, providing liquidity and diversification. While individual
securities may differ in structure, the principles of the instruments are similar and it is
appropriate to aggregate the investments into the categories detailed above.
The risk that Conduit faces in respect of the investments in structured entities is similar to
the risk it faces in respect of other financial investments held on the consolidated balance
sheet. Fair value is determined by market supply and demand, which is driven by investor
evaluation of the credit risk of the structure and changes in the term structure of interest
rates which can change the expectation of cash flows associated with the instrument and,
therefore, its value in the market.
The maximum exposure to loss in respect of these structured entities would be the
carrying value of the instruments that Conduit holds. Generally, default rates would have
to increase substantially before Conduit would suffer a loss. This assessment is made prior
to investing and regularly through the holding period for the security. Refer to note 16 for
investments provided as collateral under Conduit’s financing arrangements.
147
Notes to the consolidated financial statements
continued
14. Reinsurance contracts
The breakdown of portfolios of reinsurance contracts issued and reinsurance contracts
held, that are in an asset position and those in a liability position and by type of reinsurance
asset or liability, is set out below.
As at 31 December
2024
$m
2023
$m
Reinsurance contract liabilities
(834.5)
(494.5)
Liability for remaining coverage
149.8
109.7
Liability for incurred claims
(978.0)
(592.2)
Other reinsurance receivables (payables)
(6.3)
(12.0)
Reinsurance net asset (liability)
(834.5)
(494.5)
Ceded reinsurance contract assets
48.9
42.7
Ceded asset (liability) for remaining coverage
1.4
(1.2)
Ceded asset for incurred claims
41.2
42.6
Ceded other receivables (payables)
6.3
1.3
Ceded reinsurance net asset (liability)
48.9
42.7
The reconciliation from the opening to the closing balances of the liability for remaining
coverage and the liability for incurred claims for reinsurance contracts issued and ceded
reinsurance contracts held is shown below. The reconciliation shows the movement in the
liability by the reinsurance service result, total comprehensive income (loss) and cash flows
separately for reinsurance contracts issued and ceded reinsurance contracts held.
148
Notes to the consolidated financial statements
continued
2024
2023
Remaining
coverage
Incurred claims
Remaining
coverage
Incurred claims
Year ended 31 December ($m)
Excluding loss
component
Present value
of future cash
flows
Risk
adjustment
Total
Excluding loss
component
Present value
of future cash
flows
Risk
adjustment
Total
Opening reinsurance asset (liability)
109.7
(542.3)
(49.9)
(482.5)
71.0
(365.8)
(25.3)
(320.1)
Reinsurance revenue
813.7
–
–
813.7
633.0
–
–
633.0
Reinsurance service expenses
Incurred claims and other expenses
–
(514.8)
(35.3)
(550.1)
–
(311.9)
(27.1)
(339.0)
Amortisation of reinsurance acquisition expense cash flows
(46.0)
–
–
(46.0)
(37.6)
–
–
(37.6)
Changes to liabilities for incurred claims for past service
–
(3.7)
8.4
4.7
–
(5.9)
5.5
(0.4)
Reinsurance service expenses
(46.0)
(518.5)
(26.9)
(591.4)
(37.6)
(317.8)
(21.6)
(377.0)
Reinsurance service result
767.7
(518.5)
(26.9)
222.3
595.4
(317.8)
(21.6)
256.0
Reinsurance finance income (expense)
–
(30.3)
(2.4)
(32.7)
–
(33.2)
(2.9)
(36.1)
Effect of exchange rates
1.3
2.5
0.3
4.1
0.1
(1.3)
(0.1)
(1.3)
Total changes in comprehensive income (loss)
769.0
(546.3)
(29.0)
193.7
595.5
(352.3)
(24.6)
218.6
Investment components
27.4
(27.4)
–
–
20.1
(20.1)
–
–
Cash flows
Premiums received
(781.4)
–
–
(781.4)
(595.5)
–
–
(595.5)
Claims and other attributable expenses paid
–
216.9
–
216.9
–
195.9
–
195.9
Reinsurance acquisition expense cash flows
25.1
–
–
25.1
18.6
–
–
18.6
Total cash flows
(756.3)
216.9
–
(539.4)
(576.9)
195.9
–
(381.0)
Closing reinsurance asset (liability)
149.8
(899.1)
(78.9)
(828.2)
109.7
(542.3)
(49.9)
(482.5)
149
Notes to the consolidated financial statements
continued
2024
2023
Remaining
coverage
Incurred claims
Remaining
coverage
Incurred claims
Year ended 31 December ($m)
Excluding loss
component
recovery
Present value
of future cash
flows
Risk
adjustment
Total
Excluding loss
component
recovery
Present value
of future cash
flows
Risk
adjustment
Total
Opening ceded reinsurance asset (liability)
(1.2)
42.6
–
41.4
(3.7)
58.5
–
54.8
Ceded reinsurance expenses
(93.7)
–
–
(93.7)
(76.7)
–
–
(76.7)
Ceded reinsurance recoveries
Amounts recoverable on incurred claims
–
3.4
–
3.4
–
–
–
–
Changes to amounts recoverable for incurred claims
–
(0.4)
–
(0.4)
–
4.3
–
4.3
Ceded reinsurance recoveries
–
3.0
–
3.0
–
4.3
–
4.3
Reinsurance service result
(93.7)
3.0
–
(90.7)
(76.7)
4.3
–
(72.4)
Ceded reinsurance finance income (expense)
–
1.9
–
1.9
–
3.3
–
3.3
Effect of exchange rates
–
–
–
–
–
–
–
–
Total changes in comprehensive income (loss)
(93.7)
4.9
–
(88.8)
(76.7)
7.6
–
(69.1)
Investment components
–
–
–
–
–
–
–
–
Cash flows
Premiums paid
96.3
–
–
96.3
79.2
–
–
79.2
Recoveries received
–
(6.3)
–
(6.3)
–
(23.5)
–
(23.5)
Total cash flows
96.3
(6.3)
–
90.0
79.2
(23.5)
–
55.7
Closing ceded reinsurance asset (liability)
1.4
41.2
–
42.6
(1.2)
42.6
–
41.4
150
Notes to the consolidated financial statements
continued
2024
2023
Remaining
coverage
Incurred claims
Remaining
coverage
Incurred claims
Year ended 31 December ($m)
Excluding loss
component
Present value
of future cash
flows
Risk
adjustment
Total
Excluding loss
component
Present value
of future cash
flows
Risk
adjustment
Total
Opening net reinsurance asset (liability)
108.5
(499.7)
(49.9)
(441.1)
67.3
(307.3)
(25.3)
(265.3)
Net reinsurance revenue
720.0
–
–
720.0
556.3
–
–
556.3
Net reinsurance service expenses
Net incurred claims and other expenses
–
(511.4)
(35.3)
(546.7)
–
(311.9)
(27.1)
(339.0)
Amortisation of reinsurance acquisition expense cash flows
(46.0)
–
–
(46.0)
(37.6)
–
–
(37.6)
Changes to net liabilities for incurred claims for past service
–
(4.1)
8.4
4.3
–
(1.6)
5.5
3.9
Net reinsurance service expenses
(46.0)
(515.5)
(26.9)
(588.4)
(37.6)
(313.5)
(21.6)
(372.7)
Reinsurance service result
674.0
(515.5)
(26.9)
131.6
518.7
(313.5)
(21.6)
183.6
Net reinsurance finance income (expense)
–
(28.4)
(2.4)
(30.8)
–
(29.9)
(2.9)
(32.8)
Effect of exchange rates
1.3
2.5
0.3
4.1
0.1
(1.3)
(0.1)
(1.3)
Total changes in comprehensive income (loss)
675.3
(541.4)
(29.0)
104.9
518.8
(344.7)
(24.6)
149.5
Investment components
27.4
(27.4)
–
–
20.1
(20.1)
–
–
Cash flows
Net premiums received
(685.1)
–
–
(685.1)
(516.3)
–
–
(516.3)
Net claims and other attributable expenses paid
–
210.6
–
210.6
–
172.4
–
172.4
Reinsurance acquisition expense cash flows
25.1
–
–
25.1
18.6
–
–
18.6
Total cash flows
(660.0)
210.6
–
(449.4)
(497.7)
172.4
–
(325.3)
Closing net reinsurance asset (liability)
151.2
(857.9)
(78.9)
(785.6)
108.5
(499.7)
(49.9)
(441.1)
151
Notes to the consolidated financial statements
continued
The estimation of the liability for incurred claims is a complex process which incorporates a significant amount of judgement. It is reasonably possible that uncertainties in the reserving
process, delays in cedants reporting losses to Conduit, together with the potential for unforeseen adverse developments, could lead to a material change in the liability for incurred claims.
The liability established by Conduit is viewed as adequate, however a 20% increase in estimated undiscounted losses would have a $222.7 million adverse impact on comprehensive
income (31 December 2023: $133.9 million).
Conduit did not book any additional case reserves for the years ended 31 December 2024 and 2023. The net liability for incurred claims as at 31 December 2024 had an estimated duration
of 2.8 years (31 December 2023: 3.1 years).
During 2024 Conduit was impacted by significant losses in relation to Hurricanes Helene and Milton, recording an undiscounted net loss, after reinsurance and reinstatement premiums,
of $68.0 million. While there were numerous other catastrophe and risk loss events that impacted Conduit in 2024, none of those were material individually to Conduit.
2023 by comparison, despite being an active period for natural catastrophe losses for the industry, did not have any major event losses individually or in aggregate which had a material
impact on Conduit in relation to these events. Undiscounted ultimate loss estimates, net of ceded reinsurance and reinstatement premiums, for previously reported loss events
remain stable.
The inherent uncertainty in estimating the net liability for incurred claims gives rise to favourable or adverse development. During the year ended 31 December 2024 the changes
in the discounted net liability for incurred claims for prior accident years was a reduction of $4.3 million (31 December 2023: $3.9 million). Despite some adverse development on the 2022
accident year, overall favourable development was due to IBNR releases due to a lack of reported claims.
Prior accident year claims development
Year ended 31 December
2024
$m
2023
$m
2021 accident year
0.7
1.3
2022 accident year
(7.3)
2.6
2023 accident year
10.9
Total claims development – favourable (unfavourable)
4.3
3.9
152
Notes to the consolidated financial statements
continued
Claims development table
The following tables show the estimates of cumulative undiscounted incurred claims, including the risk adjustment, for each successive accident year at each reporting date, together with
the cumulative payments to date:
Gross undiscounted claims, including risk adjustment
$m
$m
$m
$m
$m
Accident year
2021
2022
2023
2024
Total
At end of accident year
190.7
391.2
401.3
660.1
One year later
184.7
387.2
389.7
Two years later
187.5
394.9
Three years later
187.3
Current estimate of undiscounted incurred claims
187.3
394.9
389.7
660.1
1,632.0
Cumulative payments to date
(134.3)
(208.9)
(130.0)
(45.2)
(518.4)
Current estimate of undiscounted liability for incurred claims
53.0
186.0
259.7
614.9
1,113.6
Effect of discounting
(123.4)
Current estimate of discounted liability for incurred claims
990.2
153
Notes to the consolidated financial statements
continued
Ceded undiscounted recoveries, including risk adjustment
$m
$m
$m
$m
$m
Accident year
2021
2022
2023
2024
Total
At end of accident year
(48.9)
(39.0)
–
(7.0)
One year later
(50.1)
(36.9)
–
Two years later
(57.3)
(36.9)
Three years later
(57.8)
Current estimate of ceded undiscounted incurred recoveries
(57.8)
(36.9)
–
(7.0)
(101.7)
Cumulative recoveries received to date
43.9
1.3
–
–
45.2
Current estimate of ceded undiscounted asset for incurred claims
(13.9)
(35.6)
–
(7.0)
(56.5)
Effect of discounting
5.1
Current estimate of ceded asset for incurred claims
(51.4)
Net undiscounted claims, including risk adjustment
$m
$m
$m
$m
$m
Accident year
2021
2022
2023
2024
Total
At end of accident year
141.8
352.2
401.3
653.1
One year later
134.6
350.3
389.7
Two years later
130.2
358.0
Three years later
129.5
Current estimate of net undiscounted incurred claims
129.5
358.0
389.7
653.1
1,530.3
Cumulative payments to date
(90.4)
(207.6)
(130.0)
(45.2)
(473.2)
Current estimate of net undiscounted liability for incurred claims
39.1
150.4
259.7
607.9
1,057.1
Effect of discounting
(118.3)
Current estimate of net liability for incurred claims
938.8
154
Notes to the consolidated financial statements
continued
A reconciliation of the net liability for incurred claims per the claims development tables to the carrying amounts included in the balance sheet has been provided below. Loss related
amounts represent amounts due that are contingent on claims, such as reinstatement premiums and profit commissions.
Reconciliation to carrying amounts:
2024
2023
As at 31 December
Gross
$m
Ceded
$m
Net
$m
Gross
$m
Ceded
$m
Net
$m
Undiscounted liability for incurred claims per claims development tables
1,113.6
(56.5)
1,057.1
669.5
(56.2)
613.3
Discount
(123.4)
5.1
(118.3)
(74.3)
4.7
(69.6)
Liability for incurred claims per claims development tables
990.2
(51.4)
938.8
595.2
(51.5)
543.7
Other loss related amounts
(12.2)
10.2
(2.0)
(3.0)
8.9
5.9
Liability (asset) for incurred claims
978.0
(41.2)
936.8
592.2
(42.6)
549.6
155
Notes to the consolidated financial statements
continued
15. Right-of-use lease assets
Right-of-use lease assets primarily relate to leased properties for Conduit's offices in
Bermuda and office equipment.
Right-of-use assets
$m
Balance and net book value as at 31 December 2022
2.2
Additions
0.5
Depreciation
(0.6)
Balance and net book value as at 31 December 2023
2.1
Additions
–
Depreciation
(0.7)
Balance and net book value as at 31 December 2024
1.4
Lease liabilities
As at 31 December
2024
$m
2023
$m
Less than one year
0.8
0.8
Between one and five years
0.8
1.6
Total undiscounted lease liabilities
1.6
2.4
The discounted lease liability as at 31 December 2024 was $1.6 million (31 December
2023: $2.3 million). Conduit does not face significant liquidity risk with respect to
its lease liabilities.
Amounts recognised in the consolidated financial statements
Year ended 31 December
2024
$m
2023
$m
Consolidated statement of comprehensive income
Interest expense on lease liabilities
0.1
0.1
Depreciation of right-of-use assets
0.7
0.6
Total
0.8
0.7
Consolidated statement of cash flows
Lease payments
0.8
0.7
156
Notes to the consolidated financial statements
continued
16. Financing arrangements
Letters of credit and trust accounts
CRL is a non-admitted reinsurer in the US and Canada but does have approved reciprocal
jurisdiction reinsurer ('RJR') status in certain states of the US which is renewed annually.
Subject to certain exceptions, RJR status reduces the need for CRL to post collateral
to support cedants in states where CRL has RJR status. However, terms and conditions
of certain reinsurance contracts with US and Canadian cedants require CRL to provide
collateral for outstanding insurance contract liabilities, including the liability for remaining
coverage and liability for incurred claims. The collateral can be provided by LOCs or by
assets in trust accounts. Refer to note 9 for details of interest expense associated with
these LOCs included in financing costs. Additional information about Conduit's exposure
to interest rate and liquidity risk is included in the risk disclosures section in note 3.
Standby letter of credit facility
During July 2021, CRL, as the borrower, entered into a $125.0 million standby letter of credit
facility led by Lloyds Bank Corporate Markets plc. CHL will guarantee the obligations of
CRL with respect to the standby LOC facility. Terms of the standby LOC facility contain
standard qualitative representations and require certain standard financial covenants be
adhered to, including: a maximum consolidated debt-to-capital ratio of CHL of 35.0%; a
minimum consolidated tangible net worth of CHL; and a minimum A.M. Best rating of B++
for CRL. CRL increased the aggregate amount of the commitment under the facility up to
$175.0 million by the end of 2023, reducing it to $150.0 million during 2024. As at 31
December 2024, $121.2 million (31 December 2023: $125.3 million) was outstanding under
the standby LOC facility and is secured by cash and cash equivalents and investments of
$141.4 million (31 December 2023: $153.2 million).
Uncommitted letter of credit facility
During September 2021, CRL entered into a $75.0 million uncommitted LOC facility with
Citibank Europe PLC which was increased to $125.0 million during 2023. The facility
remains at $125.0 million as at 31 December 2024. Terms of the uncommitted LOC facility
include standard qualitative representations. As at 31 December 2024, $99.0 million
(31 December 2023: $72.9 million) was outstanding under the uncommitted LOC facility
and is secured by cash and cash equivalents and investments of $106.8 million
(31 December 2023: $89.1 million).
Trust accounts
Several trust account arrangements have been established in favour of policyholders
and ceding companies to provide collateral or comply with the security requirements
of certain contracts. As at 31 December 2024, $239.1 million (31 December 2023:
$170.8 million) of cash and cash equivalents and investments were restricted in favour
of third parties.
Additional letter of credit and trust funding requirements
For the year ended 31 December 2024 collateral requests and amendments received
subsequent to the year end date, but in relation to that financial year, were a net reduction
of $17.8 million. For the year ended 31 December 2023 there was a net increase of
$18.2 million. These collateral requests will be processed in the normal course of business.
Any funding requirements will be satisfied using cash and cash equivalents and/or
investments with any reductions being released from restricted funds.
157
Notes to the consolidated financial statements
continued
17. Share capital
Authorised share capital
Number
$m
Authorised common shares of $0.01 each
10,000,000,000
100.0
Authorised A1 shares of £0.01 each
100,000
–
Authorised A2 shares of $0.01 each
100,000
–
As at 31 December 2024 and 2023
10,000,200,000
100.0
Allotted, called-up and fully paid
Common
shares
number
A1 shares
number
A2 shares
number
Total
number
Total
$m
Issued
165,239,997
100,000
100,000
165,439,997
1.7
As at 31 December 2024 and 2023
165,239,997
100,000
100,000
165,439,997
1.7
The number of common shares in issue less own shares held as at 31 December 2024 was 156,977,997 (31 December 2023: 158,056,137).
CHL holds 18,000 A1 and A2 shares at 31 December 2024 and 2023. The A1 and A2 shares issued by CML have no voting rights attached. Subject to vesting conditions, discussed
in note 7, the A1 and A2 shares will be automatically exchanged for ordinary shares of CHL.
158
Notes to the consolidated financial statements
continued
Own shares
Own shares
Number held in
treasury
$m
Number held in
trust
$m
Total number
of own shares
Total
$m
As at 31 December 2022
(757,823)
(3.6)
(4,341,000)
(16.5)
(5,098,823)
(20.1)
Purchased by EBT
–
–
(2,336,000)
(13.7)
(2,336,000)
(13.7)
Transferred to EBT
757,823
3.6
(757,823)
(3.6)
–
–
Distributed by EBT
–
–
250,963
0.9
250,963
0.9
As at 31 December 2023
–
–
(7,183,860)
(32.9)
(7,183,860)
(32.9)
Purchased by EBT
–
–
(1,417,422)
(9.4)
(1,417,422)
(9.4)
Distributed by EBT
–
–
339,282
1.7
339,282
1.7
As at 31 December 2024
–
–
(8,262,000)
(40.6)
(8,262,000)
(40.6)
Shares repurchased by CHL and the EBT will be held as own shares to meet future obligations under CHL’s variable incentive schemes. See note 21 for information on shares held by
the EBT.
Dividends
Record date
Payment date
Per share $
$m
Final 2022
24 March 2023
21 April 2023
0.18
29.6
Interim 2023
18 August 2023
8 September 2023
0.18
29.7
Final 2023
22 March 2024
24 April 2024
0.18
29.8
Interim 2024
16 August 2024
5 September 2024
0.18
29.7
See note 22 for information with respect to dividends declared subsequent to 31 December 2024.
159
Notes to the consolidated financial statements
continued
18. Other reserves
Other reserves consist of the following:
Other
reserves
$m
As at 31 December 2022
1,058.1
Equity-based incentive expense
2.5
Distributions by EBT
(1.0)
As at 31 December 2023
1,059.6
Equity-based incentive expense
7.1
Distributions by EBT
(1.7)
As at 31 December 2024
1,065.0
Other reserves include Conduit’s equity-based incentive expense.
19. Contingencies and commitments
Legal proceedings and regulations
Conduit operates in the reinsurance industry and is subject to legal proceedings in the
normal course of business. While it is not practicable to estimate or determine the final
results of all pending or threatened legal proceedings, management does not believe that
any such proceedings (including litigation) will have a material effect on its results and
financial position.
20. Earnings per share
The following reflects the earnings and share data used in the basic and diluted earnings
per share computations:
As at 31 December
2024
$m
2023
$m
Total comprehensive income
125.6
190.8
Number
Number
Basic weighted average number of shares
157,226,209
160,103,836
Dilutive effect of equity-based incentives
918,066
461,091
Diluted weighted average number of shares
158,144,275 160,564,927
Earnings per share
Per share $
Per share $
Basic
0.80
1.19
Diluted
0.79
1.19
Equity-based incentive awards are only treated as dilutive when their conversion to
common shares would decrease earnings per share or increase loss per share from
continuing operations. Incremental shares from ordinary restricted share options where
relevant performance criteria have not been met are not included in the calculation of
dilutive shares.
160
Notes to the consolidated financial statements
continued
21. Related party disclosures
These consolidated financial statements include CHL and the entities listed below:
Subsidiary undertakings
Domicile
Principal Business
CHL
Bermuda
Holding company, Ultimate parent
CRL
Bermuda
General insurance business
CRSL1
England and Wales
Support services
CML2
Bermuda
Support services
CSL
Bermuda
Support services
EBT
Jersey
Employee benefit trust
1.
CRSL dissolved effective 14 January 2025
2.
CML is part-owned by members of management. Management’s share ownership in CML exists solely for
the purposes of the Group’s MIP scheme for attracting and retaining talent. Management’s shares in CML
have no voting power or control in respect of CHL's ownership of CRL via CML's ownership of CRL.
Unless otherwise stated, Conduit owns 100% of the share capital and voting rights in the
subsidiaries listed.
Conduit Reinsurance Services Limited (CRSL)
CRSL was established at the inception of Conduit with the expectation that certain support
services would be provided to group companies. These support services have not been
required and the voluntary liquidation of CRSL commenced during 2024. The process was
completed on 14 January 2025.
Employee benefit trust
The EBT was established with the sole purpose of administering Conduit's equity-based
incentive schemes. The trustee operates the trust for the benefit of Conduit's employees,
all in accordance with an established trust deed. While Conduit does not have legal
ownership of the EBT, the trust is consolidated in Conduit's accounts due to the ability
that Conduit has to influence the actions of the trust.
Funding for the trust is provided by CHL through a non-interest bearing loan facility.
The facility may only be used by the trustee for the purpose of achieving the objectives of
the EBT. During the year ended 31 December 2024, advances of $9.4 million (31 December
2023: $13.7 million) were made to the trust.
CHL common shares purchased by the EBT will be held for the benefit of employees under
CHL's variable incentive schemes. During the year ended 31 December 2024 the trust
purchased common shares of 1,417,422 (31 December 2023: 2,336,000).
On 18 May 2023, CHL completed the transfer of 757,823 common shares held in treasury
with a value of $3.6 million to the EBT.
During the year ended 31 December 2024 the EBT distributed 339,282 shares with a value
of $1.7 million to employees. For the year ended 31 December 2023 the EBT distributed
250,963 shares at a value of $0.9 million.
Stabilitas Re
Stabilitas Re Limited a special purpose vehicle (Stabilitas Re), was launched in June 2023.
Conduit sponsored the launch of a catastrophe bond issued by Stabilitas Re and CRL
entered into a collateralised reinsurance agreement with Stabilitas Re as part of the
transaction. The catastrophe bond was issued to third-party investors by Stabilitas Re.
Conduit has no ownership interest in, nor any control, over Stabilitas Re and therefore does
not consolidate that entity.
161
Notes to the consolidated financial statements
continued
Key management compensation
Remuneration for key management of Conduit’s Executive Group, and Non-Executive
Directors, was as follows:
Year ended 31 December
2024
$m
2023
$m
Cash compensation
7.9
9.1
Equity-based incentive expense
4.7
1.8
Directors' fees and expenses
0.8
0.8
Total
13.4
11.7
Loans to employees, including key management, to assist with environmental and
other projects, have been made by CSL. These loans are short term and interest free.
Any financial benefit to the employee is generally not material.
Non-Executive Directors do not receive any benefits in addition to their agreed fees
and expenses and do not participate in any of Conduit’s incentive, performance or
pension plans.
IncubEx, Inc.
Effective 9 April 2021, CHL executed a stock purchase agreement with IncubEx, a product
and business development firm with a focus on designing and developing new financial
products in global environmental, reinsurance and related commodity markets. CHL
purchased 624 shares of IncubEx’s Series A-3 preferred stock, with a par value of
$0.0001 per share, for an aggregate purchase price of $50,000, or $80.08 per share.
The current Executive Chairman of CHL is also a founder and current chairman of IncubEx.
The terms and conditions of the stock purchase agreement are equivalent to those that
would prevail in an arm’s length transaction. The investment in IncubEx is included in other
assets in the consolidated balance sheet and is recorded at cost, which approximates
fair value.
22. Subsequent events
Dividends
On 18 February 2025, Conduit’s Board of Directors declared a final dividend for 2024
of $0.18 (approximately £0.14) per common share, which will result in an aggregate
payment of $29.7 million. The dividend will be paid in pounds sterling on 17 April 2025
to shareholders of record on 21 March 2025 (the Record Date) using the pound sterling/US
dollar spot exchange rate at 12 noon BST on the Record Date.
California Wildfires
The January 2025 California wildfires have caused widespread damage across the Los
Angeles area. While there is still considerable uncertainty due to the complicated nature of
the losses and recency of the event, our preliminary undiscounted ultimate loss estimate
across all divisions is between $100 million and $140 million, net of reinsurance recoveries
and reinstatement premiums.
Our current preliminary estimate is based on an analysis of in-force contracts with
exposure within the Los Angeles area, evaluating all the initial information we have received
from brokers, cedants and other industry sources, along with a review of the latest
modelled losses for our portfolio at various return periods. As additional information
emerges our ultimate loss may vary from this preliminary estimate. The financial impact on
Conduit of this event will be reflected in the interim results for the six months ended 30
June 2025.
162
Notes to the consolidated financial statements
continued
Conduit presents certain APMs to evaluate, monitor and manage the business and to aid readers’ understanding of Conduit's financial statements and methodologies used. These
are common measures used across the (re)insurance industry and allow the reader of Conduit's financial reports to compare those with other companies in the (re)insurance industry.
The APMs should be viewed as complementary to, rather than a substitute for, the figures prepared in accordance with IFRS. Conduit’s Audit Committee has evaluated the use of these
APMs and reviewed their overall presentation to ensure that they were not given undue prominence. This information has not been audited.
Management believes the APMs included in the consolidated financial statements are important for understanding Conduit’s overall results of operations and may be helpful to investors
and other interested parties who may benefit from having a consistent basis for comparison with other companies within the (re)insurance industry. However, these measures may not be
comparable to similarly labelled measures used by companies inside or outside the (re)insurance industry. In addition, the information contained herein should not be viewed as superior
to, or a substitute for, the measures determined in accordance with the accounting principles used by Conduit for its audited consolidated financial statements or in accordance with IFRS.
Below are explanations, and associated calculations, of the APMs presented by Conduit:
Gross premiums
written (KPI)
For the majority of excess of loss contracts, premiums written are recorded
based on the minimum and deposit or flat premium, as defined in the contract.
Premiums written for proportional contracts on a risks attaching basis are
written over the term of the contract in line with the underlying exposures.
Subsequent adjustments, based on reports of actual premium by the ceding
company, or revisions in estimates, are recorded in the period in which they are
determined. Reinstatement premiums are excluded.
Amounts payable by the cedant before any deductions, which may include
taxes, brokerage and commission. Reinstatement premiums are excluded.
Net loss ratio
(discounted and
undiscounted)
Ratio of net losses and loss related amounts expressed as a percentage of net
reinsurance revenue in a period. This can be calculated using discounted or
undiscounted net losses and loss related amounts.
Net losses and loss related amounts / Net reinsurance revenue
Undiscounted net losses and loss related amounts / Net reinsurance revenue
(note 4)
Reinsurance
operating expense
ratio
Ratio of reinsurance operating expenses, which includes acquisition expenses
charged by insurance brokers and other insurance intermediaries to Conduit,
and operating expenses paid that are attributable to the fulfilment of
reinsurance contracts, expressed as a percentage of net reinsurance revenue
in a period.
Reinsurance operating expenses / Net reinsurance revenue
(note 4)
APM
Explanation
Calculation
163
Additional performance measures (the 'APMs')
Other operating
expense ratio
Ratio of other operating expenses expressed as a percentage of net reinsurance
revenue in a period.
Other operating expenses / Net reinsurance revenue
(note 4)
Combined ratio
(discounted) (KPI)
The sum of the net loss ratio, reinsurance operating expense ratio and other
operating expense ratio. Other operating expenses are not allocated to the
segment combined ratio.
Net loss ratio + Net reinsurance operating expense ratio + Other operating
expense ratio
(note 4)
Combined ratio
(undiscounted)
The sum of the net loss ratio (undiscounted), reinsurance operating expense
ratio and other operating expense ratio. Other operating expenses are not
allocated to the segment combined ratio.
Net loss ratio (undiscounted) + Net reinsurance operating expense ratio +
Other operating expense ratio
(note 4)
Accident year loss
ratio
Ratio of the net losses and loss related amounts of an accident year (or calendar
year) revalued at the current balance sheet date expressed as a percentage of
net reinsurance revenue in a period.
Accident year net losses and loss related amounts / Net reinsurance revenue
Total net investment
return (KPI)
Conduit's principal investment objective is to preserve capital and provide
adequate liquidity to support the payment of losses and other liabilities. In light
of this, Conduit looks to generate an appropriate total net investment return.
Conduit bases its total net investment return on the sum of non-operating cash
and cash equivalents and fixed maturity securities. Total net investment return
is calculated daily and expressed as a percentage.
Net investment income + Net unrealised gains (losses) on investments +
Net realised gains (losses) on investments / Non-operating cash and cash
equivalents + Fixed maturity securities, at beginning of period
Return on equity
(KPI)
RoE enables Conduit to compare itself against other peer companies in the
immediate industry. It is also a key measure internally and is integral in the
performance-related pay determinations. RoE is calculated as the profit for
the period divided by the opening total shareholders' equity.
Profit (loss) after tax for the period / Total shareholders' equity, at beginning
of period
APM
Explanation
Calculation
164
Additional performance measures (the “APMs”)
continued
Total shareholder
return (KPI)
Total shareholder return allows Conduit to compare itself against other public
peer companies. Total shareholder return is calculated as the percentage
change in Common Share price over a period, after adjustment for Common
Share dividends.
Closing Common Share price, at end of period – Opening Common Share price,
at beginning of period + Common Share dividends during the period /
Opening Common Share price, at beginning of period
Dividend yield
Calculated by dividing the annual dividends per Common Share by the Common
Share price on the last day of the given year and expressed as a percentage.
Annual dividends per Common Share / Closing Common Share price
Net tangible assets
per share (KPI)
This provides a measure of book value per share for all shares in issue less own
shares held in treasury or the EBT trust.
Total shareholders' equity less intangible assets, at the end of the period /
Total common shares in issue less own shares held
The GBP equivalent of NTAVS is calculated using the end of period exchange
rate between USD and GBP.
APM
Explanation
Calculation
165
Additional performance measures (the “APMs”)
continued
The following definitions apply throughout the Annual Report and Accounts unless the
context otherwise requires. All references to legislation in this document are to the
legislation of England and Wales unless the contrary is indicated. Any reference to any
provision of any legislation shall include any amendment, modification, re-enactment or
extension thereof. Words importing the singular shall include the plural and vice versa,
and words importing the masculine gender shall include the feminine or neutral gender.
ABIR The Association of Bermuda Insurers and Reinsurers (ABIR) represents the public
policy interests of its members.
Additional case reserves (ACRs) ACRs represent Conduit's estimate for losses related to
specific contracts which Conduit believes may not be adequately reported, or adequately
covered in the application of IBNR.
Admission The admission of all of CHL’s Common Shares (1) to the standard listing
segment of the Official List of the UK Financial Conduct Authority, and (2) to trading
on the London Stock Exchange’s main market for listed securities which occurred on
7 December 2020.
Aggregate excess of loss (XOL) reinsurance A form of excess of loss reinsurance in
which the excess and the limit of liability are expressed as annual aggregate amounts.
AGM Annual General Meeting of the CHL shareholders.
AM Best a global credit agency, news publisher and data analytics provider, focusing on
the insurance sector.
AM Best rating (i) in respect of financial strength: AM Best's independent opinion of an
insurer's financial strength and ability to meet its ongoing insurance policy and contract
obligations, and (ii) in respect of long-term issuer credit: AM Best's independent opinion
of an entity's ability to meet its ongoing financial obligations.
BMA Bermuda Monetary Authority.
Board of Directors or Board unless otherwise stated refers to the CHL Board of Directors.
Book value per share Calculated by dividing the value of the total shareholders’ equity
by the sum of all Common voting shares outstanding.
Broker An intermediary who negotiates contacts of insurance or reinsurance, receiving
a commission for placement and other services rendered.
Brokerage The commission that is payable to a broker for placing an insurance or
reinsurance contract with an insurer or a reinsurer.
BSCR Bermuda Solvency Capital Requirement.
BI Business Interruption Insurance coverage that replaces income lost in the event that
business is halted due to direct physical loss or damage.
Cedant A ceding insurer or a reinsurer that writes and issues a policy to an (re)insured
and contractually transfers (cedes) a portion of the risk to a reinsurer or retrocessionaire.
CEO Chief Executive Officer.
CFO Chief Financial Officer.
CHL Conduit Holdings Limited.
Claim A request by an insured or reinsured for indemnification by an insurance or
reinsurance company for loss incurred from an insured peril or event.
CML Conduit MIP Limited.
Combined ratio The sum of the net loss ratio, reinsurance operating expense ratio and
other operating expense ratio.
Common Shares Common Shares of CHL of $0.01 par value per share.
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Glossary
Company Conduit Holdings Limited (CHL).
Coverholder A coverholder is a company or partnership authorised by a managing agent
to enter into a contract or contracts of insurance to be underwritten by the members of
a syndicate managed by it in accordance with the terms of a binding authority.
Conduit The brand for Conduit Holdings Limited and all associated group companies.
Conduit Re The brand for all Conduit's reinsurance business.
CRL Conduit Reinsurance Limited.
CRO Chief Risk Officer.
CRSL Conduit Reinsurance Services Limited (previously named Conduit Marketing
Limited).
CSL Conduit Services Limited.
CUO Chief Underwriting Officer.
Diluted earnings (loss) per share Calculated by dividing comprehensive income (loss) for
the year attributable to shareholders by the weighted average number of Common Shares
outstanding during the year, excluding treasury shares, plus the weighted average number
of Common Shares that would be issued on the conversion of all potentially dilutive equity-
based compensation awards.
Dividend yield Calculated by dividing the annual dividends per Common Share by the
Common Share price on the last day of the given year and expressed as a percentage.
DSBP The deferred share bonus plan is an equity-based incentive plan where a certain
percentage of employee bonuses is deferred into nil-cost Common Shares.
DTR The Disclosure Rules and Transparency Rules sourcebook as issued by the Financial
Conduct Authority.
Earnings (loss) per share (EPS) Calculated by dividing comprehensive income (loss) for
the year attributable to shareholders by the weighted average number of common shares
outstanding during the year, excluding treasury shares.
EBT The Conduit Group Employee Benefit Trust is a trust established for the sole purpose
of administering Conduit's equity-based incentive schemes.
ECR Enhanced capital requirement. Under the BSCR Model, the reinsurer’s minimum
required statutory capital and surplus is referred to as the enhanced capital requirement
(ECR). The ECR is the greater of the calculated BSCR and the minimum solvency
margin (MSM).
Estimated ultimate premiums written Premium reported by ceding companies,
excluding reinstatement premiums, supplemented by management’s judgement on the
estimate provided.
Excess of loss (XOL, XL) or non-proportional Reinsurance that indemnifies against all or
a specified portion of loss and loss expenses in excess of a specified monetary amount or
other threshold, known as the cedant's retention or reinsurers attachment point, generally
subject to a negotiated reinsurance contract limit.
Executive Group is comprised of the Executive Chairman, CEO ,CFO, CRO, CUO, Chief
Operating Officer, General Counsel and Chief Actuary.
FVTPL Fair value through profit or loss.
Gross premiums written (GPW) Amounts payable by the cedant before any deductions,
which may include taxes, brokerage and commission.
IAS International Accounting Standard(s) are created by the IASB for the preparation and
presentation of financial statements.
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Glossary continued
IASB International Accounting Standards Board.
IFRS International Financial Reporting Standard(s).
Incurred But Not Reported (IBNR) Reserve for anticipated or likely losses that may result
from insured events which have taken place, but which have not yet been reported and/or
possible adverse development of previously reported losses.
IPO Initial public offering.
Invested equity Means the aggregate of initial equity invested in CHL on Admission and
equity invested pursuant to any future equity raises by the Company, with the US dollar
value of invested equity for the USD MIP Shares being calculated at the spot rate at the
time the relevant proceeds of the equity raise were received by the Company.
ISSB IFRS International Sustainability Standards Board.
Liability for incurred claims (LIC) Liabilities established by reinsurers to reflect the
estimated cost of claims payments and the related expenses that the reinsurer will
ultimately be required to pay in respect of reinsurance contracts it has written. The LIC
includes the risk adjustment and contractual payments made that are contingent on loss
events, such as profit commissions and reinstatement premiums. The LIC is discounted.
Liability for remaining coverage (LRC) The liability for remaining coverage represents the
balance of premium received, net of acquisition expenses, less the premium income and
acquisition expenses amortised in the period.
LOC Letter of credit.
Losses occurring business Business where the wording stipulates that claims against
liability policies can be notified to the Company at any time following the issue of
the policy.
Loss reserve development The difference between the amount of the liability for incurred
claims initially estimated by an insurer or reinsurer and the amount re-estimated in an
evaluation at a later date.
LSE London Stock Exchange.
LTIP The long-term incentive plan is an equity-based award plan granted to employees
as nil-cost conditional award over Common Shares in CHL.
Market value Refers to (1) the market capitalisation of CHL calculated by reference
to the six-month average closing share price prior to the date of the relevant exchange
of MIP Shares for Common Shares of CHL (adjusted to take into account any capital
events or distributions during that period); or, (2) in the case of a takeover of CHL,
the value of the consideration for the takeover, or (3) in the case of a sale of CHL, the
net sale consideration, or (4) in the case of the liquidation of CHL, the amount available
for distribution in the liquidation, in each case taking into account any prior dividends,
returns of capital or other distributions. The market value for the USD MIP Shares will
be calculated in US dollars based on the prevailing spot rate on the date of the relevant
share price and in the case of a takeover of CHL, or sale or liquidation of CML, the latest
reasonably practicable spot rate prior to the date of the exchange of MIP Shares for
Common Shares of CHL as determined by the Remuneration Committee of CHL.
Net loss ratio Ratio of net losses and loss related amounts expressed as a percentage of
net reinsurance revenue in a period.
Non-admitted business Business written by a reinsurer not licensed by a particular state or
jurisdiction, but nevertheless able to sell and service reinsurance policies to cedants located
within that state or jurisdiction.
OECD Organisation for Economic Co-operation and Development.
Other operating expense ratio Ratio of other operating expenses expressed as a
percentage of net reinsurance revenue in a period.
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Glossary continued
Overriding commission (OVR) A commission that is paid by a reinsurer over and above
the cedant's original acquisition costs.
Quota share reinsurance A form of proportional reinsurance in which the reinsurer
assumes an agreed percentage of each insurance contract being reinsured.
Retention The amount of the loss which is retained by the cedant prior to the attachment
of a reinsurance programme.
Return on Equity (RoE) RoE is calculated as the profit for the period divided by the
opening total shareholders' equity.
Risk-adjusted rate change Reflects management's assessment of net rate changes of
our renewal business net of the impact of claims inflation, exposure changes, and changes
in any other terms and conditions.
Senior executive(s) refers to the Executive Chairman, CEO and CFO and Chief
Operating Officer.
State(s) refers to one or or more of the fifty states making up the United States
of America.
TCFD The Task Force on Climate-Related Financial Disclosures (TCFD) was created by
the G20-established Financial Stability Board in December 2015 to improve the quality,
quantity and consistency of climate-related disclosures. To achieve this, it developed
a reporting framework which consists of a number of recommendations structured into
four pillars: governance, strategy, risk, and metrics and targets.
The UK Code The UK Corporate Governance Code, monitored by the UK Financial
Reporting Council.
Total shareholder return (TSR) TSR is calculated as the percentage change in Common
Share price over a period, after adjustment for Common Share dividends.
Treaty reinsurance A form of reinsurance in which the ceding company makes an
agreement to cede certain business and the reinsurer, in turn, agrees to accept all business
qualifying under the agreement, known as the 'treaty'.
Ultimate loss ratio The ratio of ultimate losses and loss-related amounts to total
reinsurance revenue received for all policies written in a given period.
UK Listing Rules (UKLR) are a set of regulations applicable to any company listed on a
United Kingdom stock exchange, subject to the oversight of the UK Financial Conduct
Authority.
US refers to the United States of America.
VaR Value at Risk.
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Glossary continued
Conduit Holdings Limited
Bermuda Company Registration Number 55936
Office address
Ideation House
94 Pitts Bay Road
Pembroke HM08 Bermuda
T: +1 441 276 1000
Registered address
Clarendon House
2 Church Street
Hamilton HM11 Bermuda
Shareholder contacts
Company Secretary
Greg Lunn
E: legal@conduitre.bm
Investor relations
Brett Shirreffs
E: info@conduitre.bm
Registrar
Computershare Investor
Services (Bermuda) Limited
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
United Kingdom
T: +44 370 702 0000
Advisers
Financial advisers
Kinmont Limited
5 Clifford Street
London, W1S 2LG
United Kingdom
Brokers
Peel Hunt
100 Liverpool Street
London EC2M 2AT
United Kingdom
Berenberg
60 Threadneedle Street
London EC2R 8HP
United Kingdom
Panmure Liberum
One New Change
London EC4M 9AF
United Kingdom
Auditors
KPMG Audit Limited
Crown House
4 Par-la-Ville Road
Hamilton HM 08 Bermuda
Bankers
HSBC Bank Bermuda Limited
37 Front Street
Hamilton HM 11 Bermuda
170
Advisers and Contact Information
Conduit Re
Ideation House
94 Pitts Bay Road
Pembroke HM08
+1 441 276 1000
conduitreinsurance.com