a n n u a l
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a c c o u n t s
2 0 2 4
Hansard is a specialist long-term savings provider that has
been providing innovative financial solutions for international
clients since 1987. We focus on helping financial advisors and institutions to
provide their clients (individual and corporate
investors) with saving and investment products in secure life
assurance wrappers to meet long-term savings and
investment objectives.
We administer assets in excess of £1 billion for just under
40,000 client accounts located in up to 155 countries.
1
Hansard Global plc Report and Accounts 2024
Hansard Global plc Report and Accounts
For the year ended 30 June 2024
Chairman’s Statement
The Chairman reviews our performance, and the relevant issues
affecting our business and how we operate.
Chairman’s Statement
2
Strategic Report
A narrative review of the Group’s performance that includes an
overview from the Chief Executive and details of our business.
You can also find out about our approach to risk management.
Group Chief Executive Officer’s Overview
4
Our Business Model and Strategy
8
Key Performance Indicators
11
Business and Financial Review
12
Risk Management and Internal Control
20
Governance Information
In this section you can find out more on our Directors’
background and experience, their specific responsibilities in
relation to the Annual Report and Accounts, the key parts of our
governance framework and how it was implemented during the
year as well as reports from the various Board committees.
Board of Directors
28
Directors’ Report
30
Directors’ Responsibilities
35
Corporate Governance Report
36
Hansard Global plc Climate-Related
Financial Disclosures Report 2024
46
Report of the Audit & Risk Committee
62
Report of the Nominations Committee
64
Report of the Remuneration Committee
66
Financial Information
The Group’s IFRS financial statements which include detailed
analysis of the Group’s performance, assets and liabilities. You
will also find the Company’s financial statements in this section.
Independent Auditor’s Report
73
Consolidated Statement of Comprehensive Income
80
Consolidated Statement of Changes in Equity
81
Consolidated Balance Sheet
82
Consolidated Cash Flow Statement
83
Notes to the Consolidated Financial Statements
84
Parent Company Statement of Changes in Equity
107
Parent Company Balance Sheet
108
Parent Company Cash Flow Statement
109
Notes to the Parent Company Financial Statements
110
Shareholder Information
Further information for shareholders such as our financial
calendar and how to get in touch.
Other Information
116
Glossary
119
Financial Calendar
121
Contacts and Advisors
122
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Hansard Global plc Report and Accounts 2024
Chairman’s Statement
Philip Kay
I am pleased to present the Group’s annual report for the financial year ended 30 June 2024.
Whilst the external environment for new business remains challenging, we have continued to invest and position our
business for the long-term and have successfully progressed key strategic and tactical initiatives during the year.
These include the launch of our new portfolio bond through Hansard Worldwide in January, and the signing of the
distribution agreement with Guardian Japan Kabushiki Kaisha (“Guardian”) in June, two initiatives that will position
the Group for future growth. In addition, the implementation of our new policy administration system was completed
during March, representing the culmination of a major strategic initiative that we expect to benefit our
policyholders, distribution partners, and Group performance through enhanced operational
efficiency, increased scalability, and cost savings.
We have developed two new regulated products for the Japanese
domestic market, available to Japan resident investors looking to
access a wide range of international funds via our award-winning
online platform. The Board and I remain confident in the future
opportunities for the business.
Graham Sheward retired from the Board with effect from
2 August. I thank Graham for his time with the Group,
during which significant progress was made with the
achievement of long-standing strategic objectives, and
I wish him the very best for the future. Thomas Morfett
has accepted the role of Chief Executive Officer, and
the Board is in advanced discussions with a strong
candidate for the role of Chief Financial Officer.
Christine Theodorovics stepped down from the
Board on 29 February following her appointment
as CEO of Baloise Luxembourg, and I would like to
thank Christine for her advice and candour during
her tenure.
The Company is committed to increasing
diversity at board level. Supported by an
independent executive search firm we
are in the process of appointing two
experienced female Independent
Non-executive Directors to the
Board. The first appointment is
Noel Harwerth OBE, who was
appointed to the Board on 23
September, and we expect
to announce the second
appointment later in the
calendar year.
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Hansard Global plc Report and Accounts 2024
The Group remains well capitalised to meet the
requirements of regulators, contract holders,
intermediaries and other stakeholders.
CHAIRMAN’S STATEMENT
Financial Performance
Our IFRS profit before tax for the year was £5.3m, down from £5.9m
in 2023.
Fees and commissions increased by £3.1m to £48.8m for the year
(2023: £45.7m), with improved transactional income in Hansard
International and Hansard Worldwide.
Returns on group investments improved to £4.7m for the year (2023:
£3.5m) as a result of the Group increasing its focus on cash and
liquidity management.
Administrative and other expenses were £33.3m for the year,
compared to £29.0m in 2023, as the Group positions itself for future
growth and development.
Further detail and analysis are contained in the Business and
Financial Review on pages 12 to 19.
New Business
New business for the 2024 financial year was £77.8m (using the
PVNBP metric), down 9.2% from £85.7m in 2023. Going forwards,
our refreshed product portfolio will present new opportunities for the
business to increase sales.
We are continuing to pursue further opportunities to improve new
business levels as outlined in the Business and Financial Review.
Capitalisation and Solvency
The Group remains well capitalised to meet the requirements of
regulators, contract holders, intermediaries, and other stakeholders.
On a risk-based capital basis, total Group Free Assets in excess
of the Solvency Capital Requirements of the Group were £39.4m
(2023: £44.6m), a coverage of 149% (2023: 156%). We have
maintained our prudent investment policy for shareholder assets,
which minimises market risk and has provided a stable and resilient
solvency position over many years and economic cycles.
Dividends
The Board has resolved to pay a final dividend of 2.65p per share
(2023: 2.65p). In making this decision, the Board has carefully
considered its current and future cash flows, the risks and potential
impact of the global economic situation, the outlook for future
growth and profitability and the views of key stakeholders, including
shareholders and regulators.
The dividend is subject to approval at the Annual General Meeting.
If approved, this will represent total dividends for the financial year
of 4.45p per share (2023: 4.45p). Upon approval, the final dividend
will be paid on 14 November 2024. The ex-dividend date will be 3
October 2024 and the record date will be 4 October 2024.
Looking forward
The Company’s investment in new systems and products which
are focused on satisfying customer needs delivered higher sales
in the second half of the financial year ended 30 June 2024, and
we expect to see a continuation of this increased demand for our
products in the year to 30 June 2025. This will position the Group
well for the future. While we will maintain our focus on targeted cost
savings to offset the impact of inflation and increased depreciation,
we do expect to see a short-term decline in the Group’s IFRS profit
next year. The Company’s solvency, however, is forecast to remain
strong. Further detail is contained in the Future Prospects section on
page 15.
Philip Kay
Chairman
25 September 2024
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Hansard Global plc Report and Accounts 2024
Group Chief Executive Officer’s Overview
Thomas Morfett
I am delighted to present my first report as Group CEO. We have delivered stable financial results for the year despite
continued economic headwinds and challenges with our target markets. We have continued to maximise returns on Group
cash and have positioned the business for future growth through controlled expenditure on strategic initiatives.
In March we successfully completed the implementation of our policy administration system which we expect to deliver
efficiency gains and costs savings in future.
We announced in June that Hansard International has signed a distribution agreement with Guardian in Japan. This
represents an important initial step in the realisation of our long-term strategy associated with our Japanese investment
management licence and is testament to the dedication and perseverance of our staff and colleagues around the world.
Guardian is led by a management team with a wealth of experience in Japan and will promote and distribute our two new
Japanese-regulated products to the domestic market via our award-winning
online platform. We will continue to focus on revitalising our product
pipeline following the launch of our new portfolio bond through
Hansard Worldwide earlier this year.
The company has maintained tight control of operational
costs during the period, while targeting spending on
future strategic initiatives. Cost savings are expected to
be achieved from the efficiencies introduced by the new
system during the upcoming financial year, although
these will be partially offset by the amortisation of costs
associated with the development of the system. We have
been able to maintain the quantum of the dividend we
pay to shareholders, whilst building the foundations for
future growth in our business.
At the October 2023 International Investment awards,
we received further recognition for the level of
service provided to our clients and advisers with
the Excellence in Client Service (Africa region) and
Excellence in Fintech awards.
I would like to thank the Executive Committee
and Hansard Group colleagues, who have
demonstrated a high level of determination and
purpose to progress and deliver on our key
strategic and tactical initiatives this year.
During this challenging period our employee
engagement results have remained
broadly consistent which is testament
to our people and their resilience.
Whilst we are beginning to see the
fruit of our work there remains
much to do, and I am committed
to continuing the journey with
my colleagues throughout the
Group.
5
Hansard Global plc Report and Accounts 2024
STRATEGIC REPORT
Results for the Year Under Review
I draw your attention to the following items below. Additional
information is contained in the Business and Financial Review on
pages 12 to 19
1. New Business Distribution
New business for the 2024 financial year was £77.8m (using the
PVNBP metric), down 9.2% from £85.7m in FY 2023. Despite the
year-on-year reduction in new business, more PVNBP was sold
during the second half of the year than the first, up 14.9% from
£36.2m to £41.6m, reflecting increased sales of single premium
business following the launch of the new portfolio bond in January.
This is the first half-year on half-year increase in PVNBP since the
second half of 2021. We continue to pursue opportunities to improve
levels of new business as outlined in the Business and Financial
Review.
2. Operational, Business and Financial Risks
Our business model involves the acceptance of risk on a managed
and controlled basis. The Group’s Enterprise Risk Management
(“ERM”) Framework continues to provide for the identification,
assessment, management, control and reporting of current and
emerging risks, recognising that systems of internal control can
only provide reasonable and not absolute assurance against
material misstatement or loss. The Group’s internal control and risk
management processes have operated satisfactorily throughout
the year under review, with the benefit of iterative enhancements as
we continue to embed our approach and benefit from the relative
maturity of the ERM Framework.
2.1 Litigation Risk
As explained more fully in the Business and Financial Review, we
continue to manage complaints and litigation arising from our closed
book, Hansard Europe dac, where the assets linked to contracts
written before 2014 have fallen in value or become illiquid. Hansard
does not and did not give investment advice and was not therefore
party to the selection of policy assets, and we maintain that such
claims have no merit against Hansard.
As at 30 June 2024, the Group had been served with writs with a
cumulative net exposure totalling €24.3m, or £20.6m in sterling
terms (30 June 2023: €26.1m / £22.4m) arising from contract holder
complaints and other asset performance-related issues.
3. Hansard OnLine
Our award-winning technology ‘Hansard OnLine’ (used by
independent financial advisers (“IFAs”)) and ‘Online Accounts’ (used
by clients) are key aspects of our proposition and an integral part
of the Group’s operating model that allows us to better service
IFAs and clients, embed process efficiencies and be flexible in
operational deployment.
In March 2024, Hansard OnLine and Online Accounts were
successfully migrated to a new system environment, marking the
culmination of a major strategic objective that enables us to build on
an already award-winning, online proposition. In addition, the new
platform will be central to the development and quick deployment
of new, products going forwards. Further information concerning
Hansard OnLine is set out in the Business and Financial Review on
pages 12 to 19.
4. Operating Cash Flows and Dividends
The Group generates operating cash flows to fund investment in
the business, new business origination and to support dividend
payments.
As outlined in the Cash Flow analysis section of the Business
and Financial Review, the Group generated £3.0m in overall net
cash inflows before dividends (2023: outflows of £1.6m), after
commission and other new business acquisition costs of £8.1m
(2023: £8.5m) and the investment of £3.9m (2023: £6.6m) in IT
software and equipment expenditure. Dividends of £6.1m were paid
in the financial year (2023: £5.9m).
A final dividend of 2.65p per share has been proposed by the
Board and will be considered at the Annual General Meeting on 13
November 2024. If approved, this will represent total dividends for
the financial year of 4.45p per share (2023: 4.45p).
Financial Performance
Results for the Year
Financial performance is summarised as follows. A detailed review
of performance is set out in the Business and Financial Review that
follows this report.
2024
2023
£m
£m
New business sales – PVNBP
77.8
85.7
IFRS profit before tax
5.3
5.9
Underlying IFRS profit
8.5
7.4
Assets under Administration
1,150.9
1,101.5
Value of In-Force (regulatory basis)
110.8
124.4
6
Hansard Global plc Report and Accounts 2024
Group Chief Executive Officer’s Overview continued
Thomas Morfett
IFRS Results
IFRS profit before tax for the year was £5.3m, compared with £5.9m
in 2023. After eliminating litigation and non-recurring items, as
shown on page 13, the underlying IFRS profit (a non-GAAP metric)
was £8.5m, up from £7.4m in 2023.
Fees and commissions were £48.8m for the year (2023: £45.7m).
Fees from Hansard International and Hansard Worldwide were up
£2.9m to £46.5m from 2023, reflecting an increase in activity-based
fees. Income from our closed book, Hansard Europe dac, increased
marginally on the prior year.
Returns on group investments increased to £4.7m (2023: £3.5m)
as the Group took advantage of continued higher yields on bank
deposits.
Administrative and other expenses were £33.3m for the year,
compared to £29.0m in 2023, as we have targeted additional
investment to provide capacity and capability for growth.
Origination costs to acquire new business of £16.1m is marginally
down on the 2023 result (£16.2m). Origination costs incurred in
the year in respect of new business decreased to £10.3m (2023:
£11.5m). Net amortisation of deferred origination costs increased to
£5.8m (2023: £4.7m).
Further details and analysis are contained in the Business and
Financial Review on pages 12 to 19
Capitalisation and Solvency
Our key financial objective is to ensure that the Group’s solvency
is managed safely through the economic cycle to meet the
requirements of regulators, contract holders, intermediaries, and
shareholders. The Group continues to be well capitalised.
Under risk-based capital methodologies, total Group Free Assets
in excess of the Solvency Capital Requirements of the Group
were £39.4m (2023: £44.6m), a coverage of 149% (2023: 156%).
Shareholder assets are typically held in a wide range of deposit
institutions, investment grade corporate bonds, and highly rated
money market liquidity funds. This prudent investment policy for
shareholder assets minimises market risk and has provided a stable
and resilient position over recent years.
Our People
Our people remain critical to our success, and I would like to
recognise and reiterate my thanks to each of my colleagues for their
continued commitment, flexibility, and resilience in managing both
our on-going day-to-day operations and our key strategic projects.
I have been delighted by the consistent level of engagement
seen within our programme of cultural change and look forward
to continuing in our goals of fostering an engaged and innovative
workforce to meet our ambitions and the expectations of our
stakeholders.
THE YEAR AHEAD
The global economic situation remains challenging, with residual
pressures from high inflation and economic uncertainty continuing
to cause hesitancy amongst our target clients and with declining
interest rates expected to reduce opportunities for returns on
group investments in the coming year. We will continue to target
cost savings to help mitigate the impact of inflation in previous
years, along with the impact of increased depreciation costs. Our
investment in new products and systems has delivered higher sales
in the second half of the year, and we expect to see increased
demand for our products focused on satisfying customer needs,
positioning us well for the future.
Thomas Morfett
Group Chief Executive Officer
25 September 2024
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Hansard Global plc Report and Accounts 2024
STRATEGIC REPORT
8
Hansard Global plc Report and Accounts 2024
Our Business Model and Strategy
Our Business Model and Strategy
Hansard is a specialist long-term savings provider that
has been providing innovative financial solutions for
international clients since 1987. We focus on helping
our customers with savings and investment products in
secure life assurance wrappers to meet their long-term
savings and investment objectives.
We administer assets in excess of £1 billion for just
under 40,000 client accounts around the world.
We believe that the following areas are fundamental for
the continued success of the Group:
■
Proposition enhancement, product improvement and
diversification of our distribution channels to enable generation
of significant flows of new business from identified target
markets.
■
Leveraging our policy administration system to drive business
efficiency.
■
Proactively managing our cash flows through the cycle to fund
the appropriate balance of investment in new business and
dividends.
■
Managing and mitigating our exposure to business risks.
■
Positioning ourselves to incorporate increasing levels of
regulation into our business model.
Business Model
The Company’s head office is in Douglas, Isle of Man, and its
principal subsidiaries operate from the Isle of Man, The Bahamas
and the Republic of Ireland.
Hansard International is authorised by the Isle of Man Financial
Services Authority and has a branch in Malaysia, authorised by the
Labuan Financial Services Authority, to support business flows from
Asian growth economies. The Company also has a branch in Japan
to support its Japanese proposition, which is authorised by the
Japanese Financial Services Agency. Through its relationship with
a local insurer in the UAE, Hansard International reinsures business
written in the UAE.
Hansard Worldwide underwrites international and expatriate
business around the world. It is authorised by the Insurance
Commission of The Bahamas.
Hansard Europe is authorised by the Central Bank of Ireland.
Hansard Europe ceased accepting new business with effect from 30
June 2013.
Our products are designed to appeal to affluent international
investors, institutions, and wealth-management groups. They are
distributed exclusively through independent financial advisers (IFAs)
and the retail operations of financial institutions.
Our network of Regional Sales Managers provides local language-
based support services to independent financial advisors in key
territories around the world, supported by our multi-language online
platform, Hansard OnLine.
Vision and Strategy
Our vision for the Hansard Group is:
“to share success with our clients by providing simple,
understandable and innovative financial solutions”.
To deliver this vision, client outcomes will be the central focus within
our business and, consequently, we will seek to evolve all aspects
of our products, processes, and distribution in order to constantly
improve.
Our talented people are the foundation of our business. We have
created an empowering culture, which values innovation, quality,
integrity, and respect.
Our strategy to improve, grow and future-proof our business will be
delivered through three key areas of strategic focus:
i.
Improve our business: We will improve customer
outcomes through the introduction of new and innovative
next generation products and services to improve our
competitiveness, focusing on the quality of the IFAs with
whom we work and continuing to drive the engagement of
our people within our business.
ii. Grow our business: In recent years we established a new
life company in The Bahamas, and we have recently signed
a distribution agreement with Guardian to access the
Japanese domestic market. We will continue to seek out
opportunities for additional distribution channels in other
targeted jurisdictions in future.
iii. Future-proof our business: We actively consider new and
innovative technologies, propositions, and business models.
It remains critical to support the online and digital needs of
our clients alongside improving organisational efficiency and
scalability.
Products
The Group’s products are unit-linked regular or single premium life
assurance and investment contracts which offer access to a wide
range of investment assets. The contracts are flexible, secure and
allow life assurance cover or other features depending upon the
needs of the client. The contract benefits are directly linked to the
value of assets that are selected by, or on behalf of, the client. The
Group does not offer investment advice. Contract holders bear the
investment risk.
9
Hansard Global plc Report and Accounts 2024
We administer assets in excess of £1 billion for
just under 40,000 client accounts located around
the world
STRATEGIC REPORT
The Group’s products do not currently include any contracts
with financial options and/or guarantees regarding investment
performance and hence the Group carries no investment guarantee
risk that can cause capital strain.
As a result of high levels of service, the nature of the Group’s
products, the functionality of Hansard OnLine, and the ability of the
contract holder to reposition assets within a contract, we aim to
retain the contract holder relationship over the long term.
Contract holder servicing and related activities are performed by
Hansard Administration Services Limited, which is authorised by the
Financial Services Authority of the Isle of Man Government to act as
an Insurance Manager to insurance subsidiaries of the Group.
Revenues
The main sources of income for the Group are the fees earned from
the administration of insurance contracts. These fees are largely
fixed in nature and amount to £43.7m (2023: £40.5m). Approximately
30% of the Group’s revenues, under IFRS are based upon the value
of assets under administration.
From this income we meet the overheads of the business, invest
in our business, remunerate our distribution network, and pay
dividends.
Managing Risk
Risk can arise from a combination of macro events and company-
specific matters. In the external environment the ongoing
geopolitical position and active hostilities, combined with continued
economic uncertainties, cost of living pressures, accelerating
technological change, climate adaptation efforts and broader
societal vulnerabilities have the potential to cause significant
volatility to stock markets, foreign exchange markets, interest rates
and expense inflation and the capacity to impact our strategic
initiatives, business plans and operating resilience. We therefore
continue to maintain a robust, low risk balance sheet and remain
committed to iterative development and enhancement of our
enterprise risk management system and controls. We believe this
prudent approach to our governance, risk management and internal
arrangements remains appropriate to meet the requirements of
regulators, contract holders, intermediaries, and shareholders.
Further details of our approach to risk management, and
the principal risks facing the Group, are outlined in the Risk
Management and Internal Control Section at pages 20 to 27.
Hansard Online
Hansard is a regular recipient of numerous awards that recognise
our reputation for innovation, via the provision of market-leading
online platforms that are used daily by thousands of IFAs (‘Hansard
OnLine) and their clients (‘Online Accounts) around the globe.
In March 2024, Hansard OnLine and Online Accounts were
successfully migrated to a new system environment, marking the
culmination of a major strategic objective that enables us to build on
an already award-winning, online proposition. In addition, the new
platform will be central to the development and quick deployment of
new, future products.
Online Accounts
Thousands of existing Hansard clients access their own personal,
secure online account every year. Online accounts are mobile
friendly and have the capability to provide these clients with a
wealth of policy information, 24/7. In addition to other functionality
and benefits, clients can:
• Track the performance of their policy online, with policy
valuations and contribution details at the touch of a button.
• Access their online account with our new-look mobile and tablet
friendly platform, enabling access on the go, wherever they are
in the world.
• Access their online account 24/7, safe in the knowledge that
their details are secure and protected.
• Access a wealth of fund performance information, facilitating
better informed investment decisions in the future; and
• Stay informed in a language that they understand, with Online
Accounts being available in over 13 different languages.
Excellent Customer Service
We strive to provide excellent customer service to our clients and
their IFAs. We have won several external awards over the years,
most recently in October 2023 when we won ‘Excellence in Client
Service - Industry (Africa region)’ and ‘Excellence in Fintech’ awards
from International Investment. We also maintained our five-star
rating for Customer Service by AKG Financial Analytics, in their 2023
review.
Cyber Security
Hansard has continued to invest in its cyber security infrastructure
with the implementation of a Security Operations Centre, operating
at an ISO27001 (Information Technology Security Standard)
standard, to provide further enhanced surveillance of our systems
and external threats.
STRATEGY DEVELOPMENT
Our current strategy has three main aims:
i)
To capitalise on near term strategic opportunities.
ii)
To ensure the Group is well positioned to respond and adapt
to regulatory change and development; and
iii) To consider and plan for longer term industry and
technological evolution.
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Hansard Global plc Report and Accounts 2024
Our Business Model and Strategy continued
During the past financial year, we have progressed our two most
significant near-term strategic initiatives:
• implementation of our policy administration system, and
upgrading and streamlining our systems and IT infrastructure;
and
• signing a distribution agreement with Guardian enabling us
to bring to market our locally licensed investment products in
Japan.
We continue to make progress with further development to refresh
our suite of products.
REGULATORY CHANGE
The Isle of Man Financial Services Authority “the Authority” has
continued to focus on its programme of transformational change
and commitment to driving regulatory effectiveness, maintaining a
robust regulatory environment, and keeping pace with international
standards. The Island’s reputation as a well-regulated and
internationally responsible jurisdiction remains of vital importance to
its competitive positioning in the global marketplace and maintaining
consumer confidence in the Island’s financial services sector. The
Authority’s strategic priorities are also closely aligned with the Isle of
Man Government’s vision to build a secure, vibrant, and sustainable
Manx economy.
The Authority’s revised Supervisory Methodology Framework
actively supports the achievement of its core regulatory objectives
namely the protection of customers, reducing financial crime and
maintaining confidence in the financial services sector. Supervisory
emphasis remains focused on the delivery of outcomes that
enhance the Island’s status and reputation and a high level of
compliance with international standards. Major milestones have
been enacted in recent years with the implementation of new risk-
based capital, conduct and governance regimes. The Authority’s
transition to a risk and impact-led supervisory model is testament to
its continued drive for better outcomes via consistent, proactive and
value-adding programmes of engagement, which deploy regulatory
resources in the most appropriate and efficient way.
Throughout the reporting period the Hansard Group has continued
its work to adapt to and embrace the intent and objectives of
regulatory change and development, working transparently with all
the Group’s regulatory bodies to shape our responses and embed
associated changes in strategy, policy, practice and culture.
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Hansard Global plc Report and Accounts 2024
Key Performance Indicators
STRATEGIC REPORT
New Business – The Group’s internal indicator of calculating new business
production, Net Issued Compensation Credit (“NICC”) reflects the amount of base
commission payable to intermediaries, excluding override commission. Incentive
arrangements for intermediaries and the Group’s Regional Sales Managers
incorporate targets based on NICC (weighted where appropriate).
New business levels are reported daily and monitored weekly against target levels.
Net Issued Compensation Credit was £5.6m for the year, down £0.1m on 2023,
reflective of lower new business levels
Administrative Expenses (excl. litigation and non-recurring items) – The
Group maintains a rigorous focus on expense levels and the value gained from
such expenditure. The objective is to develop processes to restrain increases in
administrative expenses to the rates of inflation assumed in the charging structure of
the Group’s policies.
The Group’s administrative and other expenses for the year (excl. litigation and non-
recurring items) were £25.0m compared to £22.3m in 2023. Further detail is contained
in the section on Administrative and other expenses on page 15.
Cash – Bank balances and significant movements on balances are reported monthly.
The Group’s cash and deposits at the balance sheet date were £65.0m (2023:
£65.4m). Movements are reflective of cash earned from new and existing business,
commissions and expenses paid, investments in new systems, the level of inflight
transactions, and the dividends paid to shareholders.
Operational Resilience – Maintenance of continual access to data is critical to the Group’s operations. This has been achieved throughout
the year through a robust infrastructure. The Group is pro-active in its consideration of threats to data, data security and data integrity.
Business continuity and penetration testing is carried out regularly by internal and external parties. Operational Resilience is further
evidenced by ongoing remote working as a normal business practice.
Risk Profile – The factors impacting on the Group’s risk profile are kept under continuous review. Senior management review actual and
emerging risks at least monthly. The principal risks faced by the Group are summarised in the Principal Risks section below.
Solvency – The Solvency Capital Requirement (”SCR”) of the Group and its’ subsidiaries is monitored frequently and reported to the Board.
The SCR as at 30 June 2024 is reported in Other Information on page 116.
65.0
0.0
20.0
40.0
60.0
80.0
100.0
2020 2021 2022 2023 2024
Total cash balances at 30 June
£m
£m
£m
Key Performance Indicators
The Group’s senior management team monitors a wide range of Key Performance Indicators, both financial and non-financial, that are
designed to ensure that performance against targets and expectations across significant areas of activity are monitored and variances
explained.
The following is a summary of the key indicators that were monitored during the financial year under review.
NICC for the year ending
30 June
25.0
0.0
5.0
10.0
15.0
20.0
25.0
30.0
2020 2021 2022 2023 2024
Group Admin and other expenses
for year ended 30 June
12
Hansard Global plc Report and Accounts 2024
Business and Financial Review
New Business Performance for the
Year Ended 30 June 2024
The Group continues to focus on the distribution of regular and
single premium products in a range of jurisdictions around the world,
achieving well diversified new business growth.
New business performance for the year is summarised in the table
below:
2024
2023
%
Basis
£m
£m
change
Present Value of
New Business Premiums
77.8
85.7
(9.2%)
Annualised Premium Equivalent
10.4
12.7
(18.1%)
In Present Value of New Business Premiums (“PVNBP”) terms, new
business for the year to 30 June 2024 was £77.8m, 9.2% down on
the prior year. Despite the year-on-year reduction in new business,
more PVNBP was generated during the second half of the year than
the first, up 14.9% from £36.2m to £41.6m, reflecting increased
sales of single premium business following the launch of the new
portfolio bond in January. This is the first half-year on half-year
increase in sales measured with PVNBP since the second half of
2021. New business PVNBP in the second half of 2023 was £42.3m.
The Annualised Premium Equivalent (“APE”) measure shows a
decline of 18.1% from 2023 to £10.4m.
Present Value of New Business Premiums (“PVNBP”)
New business flows on the PVNBP basis for the Group are further
analysed as follows:
2024
2023
%
PVNBP by product type
£m
£m
change
Regular premium
44.2
55.7
(20.7%)
Single premium
33.6
30.0
11.9%
Total
77.8
85.7
(9.2%)
2024
2023
%
PVNBP by region
£m
£m
change
Middle East and Africa
32.4
42.4
(23.6%)
Rest of World
24.3
25.7
(5.8%)
Latin America
16.4
12.1
35.6%
Far East
4.7
5.5
(14.8%)
Total
77.8
85.7
(9.2%)
The launch of our new single premium proposition was well
received, and we saw an increase in business for this product over
the second half of the year that we expect to continue in future.
We expect the launch of new regular premium products through
our new distribution agreement with Guardian in Japan to lead to
improvements in regular premium sales in the current business
year. A refresh of our regular premium product range for the wider
distribution channels is also expected in the next financial year
which will further support and underpin our production for the year
ahead.
Activities around new business generation remain high as we work
with key IFAs around both existing and new opportunities. Several
new IFA relationships have already started producing business and
this work will continue in the current business year to expand further
our networks of distributors.
Our sales team is well positioned to drive IFA and product initiatives
to increase new business in future. This includes the development
and launch of new products for key target markets, updates and
improvements to existing products and continuation of system
developments to support our service and overall proposition.
Premium currencies remained relatively consistent year on year, with
the predominant currency being US Dollars:
Currency denominations
2024
2023
(as a percentage of PVNBP)
%
%
US dollar
85
87
Sterling
10
8
Euro
4
4
Other
1
1
100
100
13
Hansard Global plc Report and Accounts 2024
STRATEGIC REPORT
Presentation of Financial Results
Our business is long term in nature. The nature of the Group’s
products means that new business flows have a limited immediate
impact on current earnings reported under UK adopted international
accounting standards (“IFRS”), as initial fees and acquisition costs
from the contracts sold are mostly deferred and amortised over the
life of the contract. The benefit of sales to fee income levels are felt
in future financial periods, noting also that our newer products have
a longer earning period than our older products.
Results for the Year
The following is a summary of key items to allow readers to better
understand the results for the year.
IFRS profit before tax for the year was £5.3m, compared with £5.9m
in 2023. Increased fee income and higher investment returns have
been offset by an increase in administration expenses.
Operating profit prior to litigation and non-recurring items was £8.5m
in 2024, up from £7.4m in 2023
Abridged Consolidated
Income Statement
The consolidated statement of comprehensive income presented
under IFRS reflects the financial results of the Group’s activities
during the year. This income statement however, as a result of
its method of presentation, incorporates a number of features
that might affect an understanding of the results of the Group’s
underlying transactions. These relate principally to:
■
Investment gains attributable to contract holder assets were
£114.4m (2023: £40.6m). These assets are selected by the
contract holder or an authorised intermediary, and the contract
holder bears the investment risk. They are also reflected within
‘Change in provisions for investment contract liabilities’ and
together have no net impact on IFRS profit.
■
Fund management fees are collected and paid onwards by the
Group to third parties having a relationship with the underlying
contract. In 2024 these were £5.1m (2023: £5.2m). These
are reflected on a gross basis in both income and expenses
under the IFRS presentation on page 80. Deducting the
£5.1m from £48.8m for fees and commissions and £33.3m for
administrative and other expenses in the consolidated statement
of comprehensive income results in the figures of £43.7m and
£28.2m presented below.
An abridged non-GAAP consolidated income statement in relation to
the Group’s own activities is presented below, adjusted for the items
of income and expenditure indicated above.
2024
2023
£m
£m
Fees and commissions attributable
to Group activities
43.7
40.5
Investment and other income
5.9
5.4
49.6
45.9
Origination costs
(16.1)
(16.2)
Administrative and other expenses
attributable to the Group, before
litigation and non-recurring items
(25.0)
(22.3)
Operating profit for the year before
litigation and non-recurring items
8.5
7.4
Litigation and non-recurring expense
items
(3.2)
(1.5)
Profit for the year before taxation
5.3
5.9
Taxation
(0.1)
(0.2)
Profit for the year after taxation
5.2
5.7
Fees and Commissions
Fees and commissions for the year attributable to Group activities
were £43.7m, 7.9% higher than the 2023 total of £40.5m.
Contract fee income totalled £30.6m for the year, up £2.5m on
the 2023 comparative of £28.1m. Contract fee income includes
the amortised element of up-front income deferred under IFRS
and contract-servicing charges. Amortisation of deferred income
in Hansard International increased to £17.4m, whilst transactional
charges related to policyholder activity have increased to £13.2m
compared to last year. Immediately recognised fees, including
surrender charges from redemptions, decreased compared to
the prior year. This was reflective of lower levels of redemptions
compared to the prior year. Hansard Europe dac, which closed
to new business in 2013, saw a marginal increase in contract fee
income to £2.2m (2023: £2.1m) as a result of higher transactional
income and fund management fees.
Fund management fees accruing to the Group and commissions
receivable from third parties totalled £13.1m (2023: £12.4m). Such
fees are related directly to the value of assets under administration
and are affected by market movements, currency rates and
valuation judgements.
14
Hansard Global plc Report and Accounts 2024
Business and Financial Review continued
A summary of fees and commissions is set out below:
2024
2023
£m
£m
Contract fee income
30.6
28.1
Fund management fees accruing
to the Group
8.3
7.7
Commissions receivable
4.8
4.7
43.7
40.5
Included in contract fee income is £17.4m (2023: £16.8m)
representing the amortisation of fees prepaid in previous years, as
can be seen in the analysis set out below:
2024
2023
£m
£m
Amortisation of deferred income
17.4
16.8
Income earned during the year
13.2
11.3
Contract fee income
30.6
28.1
Investment and Other Income
Investment income has improved to £5.9m as a result of the Group
ensuring that Group investments benefited from the higher interest
rates during the year, offset by lower foreign exchange profits on
revaluation of net operating assets.
2024
2023
£m
£m
Bank interest and other income
receivable
5.5
4.5
Foreign exchange profits on
revaluation of net operating assets
0.4
0.9
5.9
5.4
Origination Costs
Under IFRS, new business commissions paid, together with the
directly attributable incremental costs incurred on the issue of a
contract, are deferred and amortised over the anticipated life of
that contract to match the longer-term income streams expected
to accrue from the contracts issued this year. Typical terms range
between 6 years and 16 years, depending on the nature of the
product. Other elements of the Group’s new business costs, for
example, salaries of sales staff, are expensed as incurred.
Origination costs incurred in 2024 have decreased by £1.2m to
£10.3m from the prior year. Origination costs were lower in line with
lower new business levels but offset by increased amortisation of
prior year balances.
2024
2023
£m
£m
Origination costs – deferred to match
future income streams
8.2
8.8
Origination costs – expensed as incurred
2.1
2.7
Investment in new business in year
10.3
11.5
Amortisation of deferred origination
costs net of new deferrals
5.8
4.7
16.1
16.2
Amounts totaling £13.9m (2023: £13.5m) have been expensed to
match contract fee income earned this year from contracts issued in
previous financial years, as can be seen in the analysis below.
Summarised origination costs for the year were:
2024
2023
£m
£m
Amortisation of deferred
origination costs
13.9
13.5
Other origination costs incurred
during the year
2.2
2.7
16.1
16.2
15
Hansard Global plc Report and Accounts 2024
STRATEGIC REPORT
Administrative and Other Expenses
We continue to manage our expense base robustly to control
administrative expenses while supporting our strategic
developments and other new business growth activities with
targeted expenditure.
An analysis of administrative and other expenses is set out in notes
8 and 9 to the consolidated financial statements under IFRS. The
following summarises some of the expenses attributable to the
Group’s own activities, excluding the third-party fund management
fees collected and paid onwards by the Group to third parties having
a relationship with the underlying contract of £5.1m (2023: £5.2m).
2024
2023
£m
£m
Salaries and other
employment costs
11.3
10.6
Other administrative expenses
7.8
7.7
Professional fees, including audit
3.2
3.1
Recurring administrative and
other expenses
22.3
21.5
Growth investment spend
2.7
0.8
Administrative and other expenses,
excl. litigation and non-recurring
expense items
25.0
22.3
Litigation defence and settlement costs
2.5
1.4
Provision for doubtful debts
0.7
0.1
Total administrative and other expenses
28.2
23.8
Salaries and other employment costs have increased by £0.7m or
6.6% to £11.3m. Although average Group headcount decreased to
182 people (2023: 187 people), following the implementation of our
new policy administration system we have continued to develop the
platform to position our business for future growth, leading to some
previously deferred salary costs being recognised as expenses as
incurred, accounting for £0.6m of the increase. We also temporarily
strengthened our Client Services team following migration.
Other administrative expenses saw an increase of £0.1m to £7.8m
as a result of the amortisation of the new policy administration
system commencing with effect from 1 March (£0.5m), offset by
efficiency savings in underlying administrative expenses despite
persistent inflationary pressure.
Professional fees including audit increased by £0.1m to £3.2m
against the prior year. These costs include amounts totalling £0.9m
paid to the Group’s auditor (2023: £0.8m), £0.6m (2023: £0.5m)
for administration, custody, dealing, and other charges paid under
the terms of the investment processing outsourcing arrangements;
recruitment costs of £0.2m (2023: £0.2m), and costs of investor
relations activities of £0.2m (2023: £0.2m).
Growth investment spend increased to £2.7m and represents
internal and external costs to generate strategic opportunities for
further growth as we look to leverage the capability of our new
policy administration system. Following the implementation of the
system, smaller incremental developments are no longer deferred
and are recognised as expenses as incurred. The amount also
includes expenditure associated with developing and delivery of our
Japanese proposition and other new products.
Litigation defence and settlement costs represent those costs
(net of insurance recoveries) incurred in defending Hansard Europe
against writs taken against it, as described more fully in note 26
to the consolidated financial statements. Legal costs recovered
from insurers were £0.7m (2023: £0.1m). A litigation provision of
£0.4m has been recognised in the year, with the total balance of the
provision as at 30 June 2024 being £0.5m (2023: £0.1m).
Provision for doubtful debts in full of fees and other balances likely
to be irrecoverable from a set of primarily Hansard Europe legacy
funds which are in the process of liquidation.
Future Prospects
During 2025 the Group’s strategic priority will be to build on the
significant projects delivered in 2024. The launch of the new
portfolio bond in January and new Japanese proposition announced
in June, along with other products currently in development, present
significant new opportunities for sales. The second half of financial
year 2024 showed increased PVNBP compared to the first half
of the year for the first time since 2021, and we expect this trend
to continue as our new propositions gain momentum. It takes a
significant period of time for sales to generate a material change in
IFRS profits given the long-term nature of our business. Profits are
recognised over the life of the contracts, so new sales contribute
positively to profitability over a number of years.
The implementation of the new policy administration system
was a significant milestone for Hansard and has given the Group
the platform required for expansion in the coming years and will
facilitate a simpler approach to product development in future.
Following implementation of the system, we have commenced the
depreciation charges in the income statement. 2025 will be the first
financial year where we will see a full year’s depreciation charge,
which will amount to a cost of £1.6m. Although this will reduce the
published IFRS profit, the system development is no longer a cash
cost to the company, the investment already having been made. We
expect to be able to take actions over the course of financial year
2025 to deliver cost savings as a result of efficiencies arising from
the new system, with the impact on IFRS profit being realised mainly
from financial year 2026 onwards.
16
Hansard Global plc Report and Accounts 2024
Business and Financial Review continued
The business continues to make targeted investments in new
product offerings, to build on the product developments already
delivered, and to ensure the Group is well positioned for the future.
In financial year 2025, the Company expects to incur modest
development costs, which are expected to be expensed as incurred.
In recent years the Group has benefited from higher interest rates,
leading to increased return on shareholder investments; however,
declining interest rates in future may reduce these returns going
forward.
Considering the above factors, we expect a short-term decline in the
profitability of the Group measured using IFRS in financial year 2025;
however, the Group’s regulatory solvency cover, a key measure used
to assess dividend-paying capability, is calculated primarily on the
basis of non-IFRS measures and is expected to remain strong.
Cash Flow Analysis
The operational cash surplus (fees deducted from contracts and
commissions received, less operational expenses paid) for the year
was £10.9m (2023: £15.9m) as a result of increased operational
expenditure to position the business for future growth.
Writing new business, particularly regular premium business,
produces a short-term cash strain as a result of the commission
and other costs incurred at the inception of a contract. Annual
management charges offset this strain and produce a positive return
over time.
Future increases in new business levels can be funded where
necessary by the Group’s significant cash resources, but over
time as the level of contract holder assets is built up, the annual
management charges that are earned from the Group’s newer
products will become sufficient to sustain new business growth and
dividends.
During 2024, the Group invested £3.9m (2023: £6.6m) as part of
a project to replace its policy administration system. These costs
were capitalised as Intangible Assets on the Group’s consolidated
balance sheet as set out in note 13.
Net cash inflows before dividends were £3.0m (2023: outflows of
£1.6m), benefitting largely from £2.7m lower outflows during the
year as we completed the replacement of our policy administration
system. The prior year also includes an outflow of £5.0m into a bond
portfolio.
Overall Group cash and deposits have decreased from £65.4m to
£65.0m as at 30 June 2024, primarily driven by lower new business
as noted above.
The following non-GAAP tables summarise the Group’s own cash
flows in the year:
2024
2023
£m
£m
Net cash surplus from operating activities
10.9
15.9
Interest received
4.2
3.0
Net cash inflow from operations
15.1
18.9
Net cash investment in new business
(8.1)
(8.5)
Purchase of property and
computer equipment
(3.9)
(6.6)
Net cash investment in bond portfolio
-
(5.0)
Corporation tax paid
(0.1)
(0.4)
Net cash inflow / (outflow) before dividends
3.0
(1.6)
Dividends paid
(6.1)
(5.9)
Net cash outflow after dividends
(3.1)
(7.5)
2024
2023
£m
£m
Net cash outflow after dividends
(3.1)
(7.5)
Increase / (decrease) in amounts due
to contract holders
2.7
(0.6)
Net Group cash movements
(0.4)
(8.1)
Group cash and deposits - opening position
65.4
74.5
Effect of exchange rate changes
-
(1.0)
Group cash and deposits - closing position
65.0
65.4
The below table reconciles the key lines for the current year in the
above non-GAAP cash flow to the key lines in the consolidated cash
flow shown on page 83.
Consolidated
Non-GAAP
Cash Flow
Cash Flow
Statement
£m
£m
Net cash flow from operations before tax
15.1
6.2
Adjust for net movement in policyholder
financial assets and liabilities
-
4.8
15.1
11.0
Purchase of property and computer
equipment (tangible and intangible)
(3.9)
(3.9)
Corporation tax paid
(0.1)
(0.1)
Dividends paid
(6.1)
(6.1)
Net cash investment in business
(8.1)
-
Increase in amounts due to
contract holders
2.7
-
Net movement in assets and liabilities
relating to contract holders
-
(1.3)
(5.4)
(1.3)
Net Group cash movements
(0.4)
(0.4)
17
Hansard Global plc Report and Accounts 2024
STRATEGIC REPORT
Group Bank Deposits and
Money Market Funds
The Group holds its liquid assets in highly rated money market
liquidity funds and with a wide range of deposit institutions to
diversify counterparty risk. Deposits totalling £17.1m (2023: £13.2m)
have original maturity dates typically greater than 3 months and
are therefore excluded from the definition of “cash and cash
equivalents” under IFRS and are instead included within ‘Deposits
and money market funds’ in the consolidated balance sheet. The
following table summarises the total cash and deposits at the
balance sheet date.
2024
2023
£m
£m
Money market funds and immediately
available cash
47.3
41.2
Short-term deposits with credit institutions
0.6
11.0
Cash and cash equivalents under IFRS
47.9
52.2
Deposits and money market funds
17.1
13.2
Group cash and deposits
65.0
65.4
Abridged Consolidated Balance Sheet
The consolidated balance sheet on page 82 presented under IFRS
reflects the financial position of the Group at 30 June 2024. As a
result of its method of presentation, the consolidated balance sheet
incorporates the financial assets held to back the Group’s liability to
contract holders and incorporates the net liability to those contract
holders of £1,150.9m (2023: £1,101.5m). Additionally, that portion
of the Group’s capital that is held in bank deposits is disclosed in
“cash and cash equivalents” based on original maturity terms, as
noted above.
The abridged consolidated balance sheet presented below, adjusted
for those differences in disclosure, allows a better understanding of
the Group’s own capital position.
2024
2023
£m
£m
Assets
Deferred origination costs
112.1
117.8
Other assets
38.7
27.6
Bank deposits and money market funds
65.0
65.4
215.8
210.8
Liabilities
Deferred income
140.2
144.8
Other payables
54.7
44.2
195.0
189.0
Net assets
20.8
21.8
Shareholders’ equity
Share capital and reserves
20.8
21.8
Other assets include intangible assets, property, plant and
equipment and other receivables. Other payables include amounts
due to investment contract holders and other payables.
Deferred Origination Costs
The deferral of origination costs reflects that the Group will earn
fees over the long-term from contracts issued in a given financial
year. These costs are recoverable out of future net income from the
relevant contract and are charged to the consolidated statement of
comprehensive income on a straight-line basis over the life of each
contract.
The movement in value over the financial year is summarised below.
2024
2023
Carrying value
£m
£m
At beginning of financial year
117.8
122.5
Origination costs deferred during the year
8.2
8.7
Origination costs amortised during the year
(13.9)
(13.4)
112.1
117.8
Deferred Income
The treatment of deferred income ensures that contract fees are
taken to the consolidated statement of comprehensive income in
equal instalments over the longer-term, reflecting the services to
be provided over the period of the contract. This is consistent with
the treatment of deferred origination costs. Deferred income at the
balance sheet date is the unamortised balance of accumulated initial
amounts received on new business.
The proportion of income deferred in any one year is dependent
upon the mix and volume of new business flows in previous years.
The Group’s focus on regular premium business means that these
fees are received over the initial period of the contract, rather than
being received up front, as is often the case with single premium
contracts.
The majority of initial fees collected during the year relates to
charges taken from contracts issued in prior financial years
demonstrating the cash generative nature of the business. Regular
premium contracts issued in this financial year will generate the
majority of their initial fees over the next 18 months on average.
The movement in value of deferred income over the financial year is
summarised below.
2024
2023
Carrying value
£m
£m
At beginning of financial year
144.8
145.1
Initial fees collected in the year
and deferred
12.7
16.5
Income amortised during the year
to fees income
(17.4)
(16.8)
140.1
144.8
18
Hansard Global plc Report and Accounts 2024
Business and Financial Review continued
Contract Holder Assets Under
Administration
In the following paragraphs, contract holder assets under
administration (“AuA”) refers to net assets held to cover financial
liabilities, as analysed in note 17 to the consolidated financial
statements presented under IFRS. Such assets are selected by or
on behalf of contract holders to meet their investment needs.
The Group receives investment inflows to its AuA from single and
regular premium contracts which are offset by withdrawals, charges,
premium holidays affecting regular premium policies, and by market
valuation movements.
The majority of premium contributions are designated in currencies
other than sterling, reflecting the wide geographical spread of those
contact holders. The currency composition of AuA at the balance
sheet date is similar to the prior year, with 73% of AuA designated in
US dollar (2023: 71%) and 7% in euro (2023: 8%).
Certain collective investment schemes linked to customers’
contracts can from time to time become illiquid, suspended or be
put into liquidation. In such cases, the Directors are required to
exercise their judgement in relation to the fair value of these assets.
The cumulative impact on the balance sheet is not material.
The value of AuA at 30 June 2024 was £1,150.9m, 4.5% higher than
30 June 2023. Lower regular premiums and increased withdrawals
were offset by higher single premiums, and market and currency
movements as global stock markets rallied in the second half of the
year.
The following table summarises the movements in the year:
2024
2023
£m
£m
Deposits to investment contracts –
regular premiums
74.4
86.1
Deposits to investment contracts –
single premiums
33.9
30.2
Withdrawals from contracts and charges
(173.3)
(147.7)
Effect of market and currency movements
114.4
40.6
Movement in year
49.4
9.2
Opening balance
1,101.5
1,092.3
Closing balance
1,150.9
1,101.5
The analysis of AuA held by each Group subsidiary to cover financial
liabilities is as follows:
2024
2023
Fair value of AuA at 30 June
£m
£m
Hansard International
1,091.6
1,037.7
Hansard Europe
59.3
63.8
1,150.9
1,101.5
Assets to cover the financial liabilities of Hansard Worldwide are
held by Hansard International and therefore are included within
Hansard International’s total AuA.
Since it closed to new business in 2013, Hansard Europe’s AuA has
been declining broadly in line with expectations as contracts are
surrendered or mature.
Dividends
An interim dividend of 1.8p per share was paid in April 2024. This
amounted to £2.5m.
The Board has resolved to recommend a final dividend of 2.65p per
share (2023: 2.65p) for shareholder approval at the AGM. Subject
to approval at the AGM, this dividend will be paid on 14 November
2024 and will bring the total dividends in respect of the year ended
30 June 2024 to 4.45p per share (2023: 4.45p per share).
Complaints and Potential Litigation
Financial services institutions can be drawn into disputes in
cases where the performance of assets selected directly by or
on behalf of contract holders through their advisors fails to meet
their expectations. This is particularly relevant in the case of more
complex products distributed throughout Europe prior to 2014.
Even though the Group have never given any investment advice,
as this is left to the contract holder directly or through an agent,
advisor or an entity appointed at their request or preference, the
Group has been subject to a number of complaints in relation to the
performance of assets linked to contracts. Most of the cases have
arisen in Italy, with a smaller number in Belgium and Germany.
As at 30 June 2024, the Group had been served with writs with a
net cumulative exposure totalling €23.8m, or £20.2m in sterling
terms (30 June 2023: €26.1m / £22.4m) arising from contract holder
complaints and other asset performance-related issues. These are
disclosed as contingent liabilities in note 26 to the consolidated
financial statements. The decrease in contingent liabilities is
primarily due to a case with a potential exposure of approximately
£1.4m now being considered to be remote and thus outside the
scope of a contingent liability; there has also been a reduction in the
number of German cases.
19
Hansard Global plc Report and Accounts 2024
STRATEGIC REPORT
During the year, the Group successfully defended eight cases
with net exposures of approximately £1.3m, five of which may be
appealed by the plaintiffs (2023: successfully defended fifteen cases
with net exposures of £1.9m). These successes continue to affirm
confidence in the Group’s legal arguments.
Our policy is to maintain contingent liabilities even where we
win cases in the court of first instance if such cases have been
subsequently appealed. This includes our largest single case in
Belgium.
We have previously noted that we expect a number of our claims
to ultimately be covered by our Group insurance cover. During
the year we recorded £0.7m in insurance recoveries in relation to
litigation expenses (2023: £0.1m). We expect such reimbursement
to continue during the course of those claims.
While it is not possible to forecast or determine the final result of
such litigation, based on the pleadings and advice received from the
Group’s legal representatives and experience with cases previously
successfully defended, we believe we have a strong chance of
success in defending these claims. Other than smaller cases
where, based on past experience, it is expected a settlement might
be reached, the writs have therefore been treated as contingent
liabilities and are disclosed in note 26 to the consolidated financial
statements. Where there is an established pattern of settlement for
a grouping of claims, a provision has been made for the remaining
exposures and included in note 20 ‘Provisions’, to the extent that
they can be reliably estimated.
Net Asset Value Per Share
The net asset value per share on an IFRS basis as at 30 June 2024
is 15.1p (2023: 15.9p) based on the net assets in the Consolidated
Balance Sheet divided by the number of shares in issue, being
137,557,079 ordinary shares (2023: 137,557,079).
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Hansard Global plc Report and Accounts 2024
Risk Management and Internal Control
Risk Management and Internal Control
The Group continues to operate a comprehensive Enterprise Risk
Management Framework, reflective of the Board’s focus on effective
risk management as an integral element of corporate success.
The ERM Framework sets out the governance arrangements,
principles, guidelines, practices and standards for risk management
and internal control, which cumulatively ensure that the business
is robustly prepared to identify, understand, and navigate the
uncertainties and risks which it may encounter, and which can either
pose threats or offer opportunities. The ERM Framework ensures
that all such threats and opportunities, whether actual or emerging,
are identified, assessed, monitored, managed, and reported
using structured, consistent, and comprehensive methodologies,
which seek to embed risk management within strategic decision-
making and business planning activities and continuously shape
organisational values and culture. The maturity of the ERM
Framework and its capacity to respond quickly to emerging
risks and adapt to changes arising via the internal or external
environment, ensure that risk management and internal control
remain central to the Board’s oversight, direction and control of the
Group, compelling informed decision making and sound business
practices.
Approach
Having regard to the Financial Reporting Council’s ‘Guidance on
Risk Management, Internal Control and Related Financial and
Business Reporting’, the ERM Framework encompasses the
policies, processes, tasks, cultural attributes, behaviours, reporting
conventions, and other aspects of the Group’s environment, which
cumulatively:
■
Support the Board’s determination of the nature and extent of
the Group’s principal risks and the boundaries of risk appetite
governing the pursuit and achievement of strategic objectives.
■
Inform the Board’s understanding and assessment of existing,
evolving, and emerging risks, together with combinations of
those risks in the form of plausible stresses and scenarios,
which have the potential to threaten the Company’s business
model, future performance, solvency, liquidity, operational
resilience, regulatory standing, or reputation. This includes
analysis of the likelihood, impact, and time horizon over which
such risks, or combinations of risks, might emerge or crystallise
and determining how such risks should be managed or
mitigated to reduce their likelihood or impact.
■
Facilitate the effective and efficient operation of the Group
and its subsidiary entities by enabling a consolidated and
comprehensive approach to the management of risks across
the Group, with specific attention to aggregate impacts and
effects, enabling appropriate responses to significant business,
operational, financial, compliance and other risks to business
objectives, so safeguarding the assets of the Group.
■
Help to ensure the quality of internal and external reporting. This
requires the maintenance of proper records and processes that
generate a flow of timely, relevant, and reliable information from
within and outside the Group, enabling the Board to form their
own view on the effectiveness of risk management and internal
control arrangements through the regular provision of relevant
information and assurances.
■
Seek to ensure continuous compliance with applicable laws
and regulations as well as with internal policies governing the
conduct of business.
■
Drive the cultural tone and expectations of the Board in
respect of governance, risk management and internal control
arrangements and the delegation of associated authorities and
accountabilities.
The ERM Framework has been designed to be appropriate to the
nature, scale, and complexity of the Group’s business at both
corporate and subsidiary level. The ERM Framework components
are reviewed on at least an annual basis and refined, if necessary,
to ensure they remain fit for purpose in substance and form and
continue to support the Directors’ assessment of the adequacy and
effectiveness of the Group’s risk management and internal control
systems. Such assessment depends upon the Board maintaining
a thorough understanding of the Group’s risk profile, including the
types, characteristics, interdependencies, sources, and potential
impact of both existing and emerging risks on an individual and
aggregate basis.
Risk Governance Arrangements
The Board retains ultimate responsibility for the ERM Framework
and its effective operation, and the Directors are responsible for
determining, evaluating, and controlling the nature and extent of the
risks which the Board is willing to accept across the spectrum of risk
disciplines. The Board has formally delegated certain responsibilities
in respect of internal controls and risk management to the Audit
and Risk Committee. These responsibilities are defined within the
Committee’s terms of reference and provide for a range of important
oversight and scrutiny protocols including:
■
Continuous review of the Group’s internal financial controls
(being the systems established to identify, assess, manage,
and monitor financial risks) and other internal control and risk
management systems relating to financial reporting.
■
Robust assessment of the emerging and principal risks facing
the Group, identified, and reported via established ERM
Framework components, and the provision of comfort to the
Board that risks are being managed and controlled within the
Board’s overall risk appetite.
■
Independent evaluation of the ERM Framework to confirm that
it remains adequate, effective, and proportionate to the nature,
scale and complexity of the risks inherent in the business.
During the year ended 30 June 2024 the Group Risk Forum (“GRF”)
has continued to champion the embedding of risk ownership,
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Hansard Global plc Report and Accounts 2024
STRATEGIC REPORT
ensuring responsibilities and accountabilities for risk management
and risk-based decision making are transparent and proactively
owned at all business levels. The value of effective, dynamic
interfaces between the governance, risk management and internal
control conventions of the ERM Framework and those constituting
the Group and subsidiary Own Risk and Solvency Assessment
(“ORSA”) cycles remains a core focus for the GRF.
The Group ORSA report reflects the cycle of ongoing activities
and arrangements which enable the Board and the Executive
Committee to properly assess and understand at a practical level
the short and long-term risks facing the Group and the capital
required to cover those risks, under both normal and stressed
conditions. The ORSA considers the major sources of risk that
the Group, or a subsidiary entity, may face under the principal and
subordinate risk designations of the ERM Framework. Both internal
and external risks are considered, together with emerging risks and
any risks associated with the Group’s systems of governance. The
ORSA includes capital, performance and strategic information and
provides management with key information for decision making.
The disciplines of the ERM Framework seek to coordinate risk
management in respect of the Group as a whole, including for
the purpose of ensuring compliance with capital adequacy
requirements, liquidity adequacy requirements and regulatory capital
requirements, in line with the Isle of Man Financial Services Authority
Risk-Based Capital Regime.
Governance, risk management and internal control protocols
remain structured upon a ‘three lines’ model, which determines how
specific duties and responsibilities are assigned and coordinated.
First line management are responsible for identifying risks, executing
effective controls, and escalating risk issues and events to the
Group’s Control Functions. The Group Risk and Compliance
Functions (Second line) oversee and work in collaboration with the
First Line, ensuring that the business is conducted in a manner
consistent with rules, limits, and risk appetite constraints. The
Group Internal Audit Department (Third line) provides independent
assurance services to the Board and the Executive Committee on
the adequacy and effectiveness of the Group’s governance, risk
management and internal control arrangements.
The ERM Framework seeks to add value through embedding risk
management and effective internal control systems as continuous
and developing processes within strategy setting, programme level
functions and day-to-day operating activities. The ERM Framework
also acknowledges the significance of organisational culture and
values in relation to risk management and their impact on the overall
effectiveness of the internal control framework.
Emerging Risks
The ERM Framework promotes the pursuit of its overarching
performance, information, and compliance objectives through focus
on five interrelated elements, which enable the management of risk
at strategic, programme and operational level to be integrated,
so that layers of activity support each other. The five interrelated
elements are defined as:
■
Management oversight and the control culture.
■
Risk recognition and assessment.
■
Control activities and segregation of duties.
■
Information and communication.
■
Monitoring activities and correcting deficiencies.
In addition to existing risks the ERM conventions, which support
delivery of the elements listed above, target emerging and evolving
risks using both top-down and bottom-up bases. The top-down
aspect involves the Board regularly analysing and evaluating
the nature and extent of the risks to which the Group is or may
be exposed, even where these may be difficult to assess and
quantify. The bottom-up approach involves the identification, review
and continuous monitoring of risk issues and emerging risks at
functional and divisional levels, with analysis and formal reporting
to the Group Risk Forum on a quarterly basis. This allows actions
to be developed or adapted on a timely basis and enables onward
analytical reporting to the Board. These arrangements ensure that
the Board remains aware of potential changes in risk profile on a
forward-looking basis and sensitive to the materiality of potential
impacts.
Stress and scenario testing is used to explore, assess, and quantify
emerging risks as well as to analyse and assess any changes
in existing aspects of the ‘Risk Universe’, which are monitored
via the ERM Framework. Such assessment and analyses use
both quantitative tests and qualitative assessments to consider
reasonably plausible risk events, including those stresses and
scenarios that could lead to failure of the business, approximated
to the range of impact types which can be envisaged. The results of
the stress and scenario testing are considered and explored by the
Group Risk Forum, the Audit and Risk Committee and the Board, as
necessary and appropriate.
The system of internal control is designed to understand, mitigate,
and manage, rather than eliminate risk of failure to achieve business
objectives, and seeks to provide reasonable, rather than absolute,
assurance against material misstatement or loss.
Review of Risk Management and
Internal Control Systems
The results of the risk management processes combine to facilitate
identification of the principal business, financial, operational and
compliance risks and any associated key risks at a subordinate
level. Established reporting cycles enable the Board to maintain
oversight of the quality and value of risk management and internal
control activities throughout the year and ensure that the entirety of
the governance, risk management and internal control frameworks,
which constitute the ERM Framework, are operating effectively and
as intended. These processes have been in place throughout the
year under review and up to the date of this report.
Independently of its quarterly and ad hoc risk reporting
arrangements the Board has conducted its annual review of the
effectiveness of the Company’s risk management and internal
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Hansard Global plc Report and Accounts 2024
Risk Management and Internal Control continued
control systems including financial, operational and compliance
controls. This review is undertaken in collaboration with the Audit
and Risk Committee and is based upon analysis and evaluation of:
■
Attestation reporting from the key subsidiary companies of the
Group as to the effective functioning of the risk management
and internal control frameworks and the ongoing identification
and evaluation of risk within each subsidiary.
■
Formal declarations from Executive Managers, via quarterly
risk and control self-assessments, that risks falling under their
respective span of control are being managed and assessed
appropriately and key controls are working effectively and as
intended. Reporting must include progress updates on the
timely and effective delivery of Management Actions to address
any identified control weaknesses, in accordance with the
commitments recorded in the Group Risk Management Platform.
■
The cumulative results of cyclical risk reporting by senior and
executive management via the GRF, having regard to the ‘five
pillar’ structure of the ERM Framework, which drives analytical
reporting to the Audit and Risk Committee. Independent
assurance work by the Group Internal Audit Department to
identify any areas for enhancements to internal controls and
work with management to define associated action plans to
deliver them.
The Board has determined that there were no areas for
enhancement which constituted a significant weakness for the
year under review and the Directors are satisfied that the Group’s
governance, risk management and internal control systems are
operating effectively and as intended.
Financial Reporting Process
Integral to ERM monitoring and reporting arrangements are the
conventions which ensure that the Board maintains a continuous
understanding of the financial impacts of the Group failing to meet
its objectives, due to crystallisation of an actual or emerging risk,
or via the stress and scenario events, which the Board considers to
be reasonably plausible. This includes those stresses and scenarios
that could lead to a failure of the business. Planning and sensitivity
analyses incorporate Board approval of forecast financial and other
information. The Board receives regular representations from Senior
Executives in this regard.
Performance against targets is reported to the Board quarterly
through a review of Group and subsidiary companies’ results based
on accounting policies that are applied consistently throughout the
Group. Financial and management information is prepared quarterly
by the Chief Financial Officer (“CFO”) and presented to the Board
and the Audit and Risk Committee. The members of the Audit and
Risk Committee review the interim financial statements for the half
year ending 31 December and the full financial year and engage with
the CFO to discuss and challenge the presentation and disclosures
therein. Once the draft document is approved by the Audit and Risk
Committee, it is reviewed by the Board before final approval by the
Board.
Outsourcing
The majority of investment dealing and custody processes in
relation to contract holder assets are outsourced under a formal
contract to Capital International Limited , a company authorised
by the Isle of Man Financial Services Authority and a member
of the London Stock Exchange. The contract is managed by a
dedicated Relationship Manager against a documented Service
Level Agreement, which includes Key Performance Indicators. CIL
is required to confirm quarterly that no material control weaknesses
have been identified in their operations; this is overseen via service
delivery monitoring performed by the Relationship Manager. Each
year CIL are required to confirm and evidence the adequacy and
effectiveness of their internal control framework through a formal
Assurance Report on Internal Controls, with an external independent
review performed in in 2023 and 2024.
Our core policy administration platform is provided as a Software
As A Service solution by Majesco. This covers all policy and advisor
administration as well as the provision of the Hansard Client and
Advisor online portals which support self-service administration.
Monthly service meetings are held with Majesco with a formal
annual review undertaken. Majesco also participates in scheduled
security tests and simulations. The Majesco system code is held in
escrow with the NCC Group, which supports contingency planning
in the event of a failure of a provider.
Manx Telecom provides our hosting services and core internet
connectivity, which supports several core infrastructure elements
such as our virtual desktops and servers. Manx Telecom data
centres operate to Tier 3 standard and are ISO 27001 accredited.
Monthly service meetings are held with Manx Telecom with a formal
annual review undertaken. Manx Telecom is an active participant in
scheduled security tests and simulations.
Risks Relating to the Group’s Financial and
Other Exposures
Hansard’s business model involves the controlled acceptance and
management of risk exposures. Under the terms of the unit-linked
investment contracts issued by the Group, the contract holder bears
the investment risk on the assets in the unit-linked funds, as the
policy benefits are directly linked to the value of the assets in the
funds. These assets are administered in a manner consistent with
the expectations of the contract holders. The Group maintains a
precise match between the investment assets held and the contract
holder liabilities, and so the market risk and credit risk lie with
contract holders.
The Group’s exposure on this unit-linked business is limited to the
extent that income arising from asset management charges and
commissions is generally based on the value of assets in the funds,
and any sustained falls in value will reduce earnings. In addition,
there are certain financial risks (credit, market, and liquidity risks)
in relation to the investment of shareholders’ funds. The Group’s
exposure to financial risks is explained in note 3 to the consolidated
financial statements.
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STRATEGIC REPORT
The following table sets out the principal inherent risks that may impact the Group’s strategic objectives, profitability, capital position or resilience
and provides an overview of how such risks are managed or mitigated. The Board robustly reviews and considers its principal risks on at least a
quarterly basis and for the year ended 30 June 2024 has continued to consider specifically the likelihood, impacts and timescales within which
such risks might crystallise, together with assessment of contingent uncertainties and any emerging risks. No emerging risks have been identified
during the reporting period, which require disclosure additional to the principal risks described below.
Risk
Risk factors and management
Distribution Risk:
Arising from poor execution or
poor governance of distribution
strategy, or the emergence of
events or conditions which
obstruct the achievement of
business plan targets, including
market changes, technological
advancement, loss of key
intermediary relationships or
competitor activity.
The business environment in which the international insurance industry operates is subject to continuous
change and development as new market and competitor forces come into effect, regulatory landscapes
evolve, and technological advancements are realised. Any failure by the Group to ensure that distribution
strategy is well planned, governed and executed can be expected to undermine competitive advantage
in commercially significant jurisdictions, or market segments, or the Group’s efforts to build and sustain
successful distribution relationships.
How we manage the risk:
• Robust governance, risk management and internal control practices underpin the development
and formalisation of distribution strategy. Strategy revisions are designed to add additional scale to
the business, on a more diversified basis, through organic growth at acceptable levels of risk and
profitability.
• Key Risk Indicators provide for continuous monitoring of marketplaces, competitor activity and
consumer sentiment by the Group Risk Forum and the early identification of emerging risks or threats.
Reporting protocols enable the rapid escalation of any adverse trends to the Audit and Risk Committee.
• Stress and scenario modelling considers the consequences of production falling materially above or
below forecast new business levels. This allows the Board to ensure that forecasting and planning
activities are sufficiently robust and well targeted.
• Continuous investment in and development of technology. During the reporting period we have
continued to maintain close contact with our distribution partners as new technological solutions were
deployed.
• Investment in new markets and expansion of existing markets, developing new key distributor
relationships and new product development for specific markets and globally.
Market Risks:
Arising from major market
stresses or fluctuations in
market variables, resulting in
a fall in equity or other asset
values, currency volatilities or a
combined scenario manifesting.
Market risk remains an inherent element of the Group’s unit linked business and is continuously assessed
and monitored via the ERM Framework. This monitoring recognises the international nature of the Group’s
operations and the challenges which might emerge from a significant adverse currency movement over
a sustained period. Key risk indicators also assess the potential for balance sheet and profit reduction
impacts to emerge from a drop in equities, and the potential contagion effects for the broader risk portfolio.
Such contagion might include deferred impacts to profit through reduced sales activity, concentration risks
on fund holdings/underlying assets, and reduced incomes through increased lapse rates.
Simultaneously the Board recognises that socioeconomic vulnerabilities and prevailing uncertainties
associated with economic volatility might curb consumer appetite for the selection and purchase of
financial services products and the period over which business is retained. In addition, the Group
operates internationally and earns income in a range of different currencies, with the majority of premiums
denominated in USD, whilst the vast majority of its operational cost base is denominated in GBP. A
significant adverse currency movement over a sustained period remains a principal risk to the Group.
How we manage the risk:
• The Board recognises that market volatilities and currency movements are unpredictable and driven by
a diverse range of factors and these risks are inherent in the provision of investment-linked products.
KRIs are established to monitor evolving and emerging indicators of adverse experience to enable the
triggering of management actions at the earliest opportunity.
• The currencies of assets and liabilities are matched within set tolerances and certain expenses are
invoiced in US Dollars to match against US Dollar income streams.
• Business plans are modelled across a broad range of market and economic scenarios and take
account of alternative commercial outlooks within overall business strategy. This promotes a greater
understanding of market and currency risk, the limits of the Group’s resilience and the range of possible
mitigating options.
• Stress testing performed during the year ended 30 June 2024 assessed the impacts of reasonably
plausible market risk events and scenarios, including those resulting from macroeconomic challenges
driven by geopolitical instabilities, inflationary outlooks, uncertainties in commodity price and currency
volatilities.
• The long-term nature of the Group’s products serves to smooth short term currency fluctuations.
However, longer term trends are monitored and considered in pricing models.
Principal Risks
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Hansard Global plc Report and Accounts 2024
Risk Management and Internal Control continued
The Board believes that the principal risks facing the Group’s
earnings and financial position are those risks which are inherent
to the Group’s business model and operating environment. The
regulatory landscape continues to evolve at both a local and
international level and the risk management and internal control
frameworks of the Group must remain responsive to developments
which may change the nature, impact or likelihood of such risks, or
the time horizon within which they might crystallise.
Risk
Risk factors and management
Credit Risk:
Arising from the failure or
default of a counterparty such
that the Group does not receive
cash flows or assets to which it
is entitled.
In dealing with third party financial institutions, including banking, money market and settlement, custody,
reinsurers and other counterparties, the Group is exposed to the risk of financial loss and potential
disruption of core business functional and operational processes.
Financial loss can also arise when the funds in which contract holders are invested become illiquid,
resulting in past and future fee income not being received. The failure of Independent Financial Advisors
(“IFAs”) can also result in loss where unearned commissions can be due back to the Group.
How we manage the risk:
• The Group seeks to limit exposure to loss or detriment via counterparty failure through robust selection
criteria, minimum rating agency limits, pre-defined risk-based limits on concentrations of exposures
and continuous review of positions to identify, evaluate, restrict, and monitor various forms of exposure
on an individual and aggregate basis. These include robust selection criteria in respect of intermediaries
with whom we establish Terms of Business and ongoing monitoring in accordance with key risk
indicators and appetite tolerance limits.
• During the reporting period we have continued to closely monitor geopolitical developments and
potential disruptions to international payment systems and capital markets arising from the extensive
sanctions in force in the context of the Russia-Ukraine conflict.
Liquidity and Cashflow Risk:
Arising from a failure to maintain
adequate levels of liquidity
and cashflow to meet financial
obligations under both planned
and stressed conditions.
If the Group does not have sufficient levels of liquid assets and cashflow to support business activities
or settle its obligations as they fall due, the Group may be in default of its obligations and may incur
significant sanction, loss, or cost to rectify the position.
How we manage the risk:
• Shareholder and policyholder cash assets are invested in a prudent manner, in accordance with set
criteria, designed to mitigate liquidity and cashflow risk, including high quality Money Market Funds,
Fixed Deposits and Corporate Bonds.
• The Treasury Working Group, which reports to the Investment Committee, oversees the day-to-day
investment of balances. The Investment Committee and Audit and Risk Committee are responsible for
setting the criteria used.
Legal and Regulatory Risk:
Arising from changes in the
regulatory landscape, which
adversely impact the Group’s
business model, or from a failure
by the Group, or one of its
subsidiary entities, to meet its
legal, regulatory or contractual
obligations, resulting in the
risk of loss or the imposition of
penalties, damages or fines
The scale and pace of change in regulatory and supervisory environments and expectations continue to
require efficient and effective ways to evidence and demonstrate how legal and regulatory obligations are
met, whilst compliance analytics and high-quality data driven insights are becoming increasingly important.
The direction of regulatory travel demands continued investment in the capacity, competence, and
capability of resourcing across all business areas, having regard to the extent of risk interdependencies
and the embedding of personal accountability regimes. The impacts associated with crystallisation
of a significant legal or compliance failing, including sanctions or judgments against Hansard entities,
financial penalties, public disclosures, reputational damage, restrictions on activities and other forms of
intervention, have been escalated by sea-changes in political landscapes and shifting supervisory attitudes
to regulatory effectiveness
The interpretation or application of regulation over time may impact market accessibility, broker
relationships and / or competitive viability. If the Group fails to monitor the legal and regulatory environment
or adequately integrate the management of associated obligations within strategic, business model or
business planning processes there may be material risk to the achievement of strategic objectives both in
the short and longer term.
How we manage the risk:
•
Robust strategic planning processes informed by analytical review of the external environment and
consideration of associated risk in the short and longer term.
•
Continuous monitoring and review of developments in international law and regulation and proactive
management of how such developments might shape jurisdictional specific reaction.
•
Active and transparent engagement with regulatory authorities and industry bodies on a multi-
jurisdictional basis, including active engagement in and responding to regulatory consultation exercises.
•
Maintenance of robust governance, risk management and internal control arrangements to ensure that
legal and regulatory obligations are substantively met on a continuing basis.
•
Active engagement with professional advisors to address specific risks and issues that arise.
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Hansard Global plc Report and Accounts 2024
STRATEGIC REPORT
Financial Crime Risk:
Arising from any failure to
evidence and demonstrate the
establishment, implementation
and maintenance of effective
governance, risk management
and internal control
arrangements for the prevention
and detection of illicit economic
activity, including money
laundering, terrorist financing,
proliferation financing, sanctions
evasion, bribery, corruption,
and fraud, or to ensure the
arrangements are operating
effectively and as intended on a
continuing basis.
The Board recognises that financial crime takes on many forms, allowing criminal actors and organised
crime gangs alike to infiltrate economic and financial systems, with additional challenges presented by
geoeconomic uncertainties and geopolitical instabilities. The breadth of financial crime affirms the ubiquity
of this risk with inherent links to violent crime and the ability to significantly undermine jurisdictional social
and economic structures. The rapid innovation of digital technologies is increasingly enabling financial
crimes to be carried out remotely, presenting additional complexities to prevention and detection and
highlighting its transnational impacts.
Within this context regulators are taking, and expecting from firms, an increasingly holistic approach to
mitigating financial crime risks with robust and effective systems and controls established to detect and
prevent all forms of illicit economic activity. It is imperative that these arrangements are fit for purpose in
terms of both design and implementation and are capable of adapting to emerging and evolving financial
crime risks.
How we manage the risk:
• Rigorous governance, risk management and internal control arrangements to prevent and detect illicit
economic activity with the capability to identify and respond to any emerging risks or threats.
• Rapid, scalable, and effective sanctions screening mechanisms to ensure robust, effective, and
compliant understanding of the landscape on a continuing basis.
• Implementation of scrutiny and oversight controls across all three lines of defence to ensure
governance layers proactively target both the design and effective operation of the risk management
and internal control frameworks.
• Highly experienced technical resource dedicated to respective compliance deliveries.
Culture and Conduct Risk:
Arising from any failure of
governance, risk management
and internal control
arrangements, via corporate or
individual actions.
Organisational culture remains under scrutiny by the Board as a fundamental driver of corporate success,
prudential soundness, and compliant conduct. Any failure to adequately assess, monitor, manage and
mitigate risks to the delivery of fair customer outcomes, or to market integrity, can be expected to result
in material detriment to the achievement of strategic objectives and incur regulatory censure, financial
penalty, contract holder litigation and / or material reputational damage.
Clear and heightened regulatory expectations of individual and corporate accountability continue
to connect governance, risk, and compliance obligations directly to cultural imperatives and the
responsibilities assigned to individual Senior Managers.
How we manage the risk:
• Programme level initiatives to address and support cultural change and development have remained
in active progress during the reporting period with the results of investment in culture diagnostics
informing business decision-making and tactical solutions to drive cultural change, where needed.
• Iterative enhancements to the Group’s ERM Framework continue to drive and deliver the integration of
conduct risk management at both a cultural and practical level.
• Business activities designed to manage the volume and velocity of regulatory change include a core
focus on ensuring compliance with conduct risk obligations, managing conflicts of interest, preventing
market abuse, and building robust governance arrangements around new product development and
product suitability processes.
• Forward looking risk indicators and executive leadership in respect of understanding and addressing
the drivers of conduct risk focus on all core areas with assessment at strategic, functional, and
operational levels.
• The Group maintains regular dialogue with its regulatory authorities and with its external advisors in
relation to developments in the regulatory environments in which we operate.
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Hansard Global plc Report and Accounts 2024
Risk Management and Internal Control continued
Operational Resilience Risk:
Arising from any exposure to
risk events with the capacity
to cause operational failures
or wide scale disruptions in
financial markets, whether
directly or via a third party.
presented by the Covid-19 pandemic and the near-term threat of disruption of key global infrastructure in
the context of the ongoing Russia-Ukraine conflict. Resilience risk and associated regulatory expectations
directly extend to threats originating via third parties, including external providers, supply chains networks
and outsourcing architectures intended to leverage economies of scale, gain access to specialist expertise,
or deliver advanced technologies supporting innovative services.
Global supervisory attention is focussed on regulating for resilience by ensuring that strategies such
as grounding resilience analyses in key delivery requirements, appreciating the potential for systemic
vulnerabilities and embracing a diversity of approaches combine to strengthen the ability of financial
services firms to withstand operational risk related events.
How we manage the risk:
■
ERM conventions guide the identification and assessment of events or scenarios presenting risk to
operational resilience – typically pandemics, cyber incidents, technology failures or natural disasters
– as well as supply chain disruption impacts to critical processes, business continuity and good
governance.
■
Impact tolerances, together with mapping and testing allow the identification of services which could
cause harm, if disrupted and identify any areas of vulnerability.
■
Stress testing, continuity planning, and recovery and resolution strategies provide for continuous
review of the adequacy and effectiveness with which the business can respond to and recover from
disruptions.
Cyber and Information Security
Risk:
Arising from the increased
digitalisation of business
activities and growing
dependence upon technology
in the context of exposure to
elevated and more pernicious
forms of digital and cyber risk.
The nature and complexity of cyber threats and cyber risk present the single most significant risk to
financial services firms. The mounting sophistication and persistence of cybercrime and the growing
adoption of highly advanced, nation-state type tools by cyber criminals, underscore the challenges
in understanding and anticipating the nature of cyber threats and cyber risks. Over the longer-term,
technological advances, including advances in generative AI, can be expected to enable a wide range
of state and non-state agents to access information which will allow new tools of disruption to be
conceptualised and developed.
Organised crime continues to exploit weaknesses in cyber defences whilst new technological capabilities
and use of third-party platforms add to the complexity of understanding the complete reach of cyber
and information security exposures. Geopolitical tensions and the rapid escalation of conflict combined
with technological advances in generative AI and the leveraging of misinformation and disinformation will
continue to provoke unprecedented cyber risks for Western governments and corporations.
Building resilience to continuously evolving cyber risk remains a priority for all stakeholders focussed on
three core areas - cyber risk identification, cyber risk governance and cyber risk resilience In the event of
any material failure in core business systems, or business processes, or if the Group fails to take adequate
and appropriate measures to protect its systems and data from the inherent risk of attack, disruption and/
or unauthorised access by internal or external parties, this could result in confidential data being exposed
and/or systems interruption. A significant cybercrime event could result in reputational damage, regulatory
censure, and financial loss.
How we manage the risk:
■
Continuous focus on the maintenance of a robust, secure, and resilient IT environment that protects
customer and corporate data as a core element of our operational resilience mapping.
■
Control techniques deployed to evaluate the security of systems and proactively address emerging
threats both internally within the organisation and externally, through regular engagement with internet
and technology providers and through industry forums.
■
Maintenance of detailed and robust Business Continuity and Disaster Recovery Plans, including full
data replication at an independent recovery centre, which can be invoked when required.
■
Frequent and robust testing of business continuity and disaster recovery arrangements.
■
Periodic independent third-party systems penetration testing and review of controls.
■
Horizon scanning to identify and assess supervisory initiatives advocating and promoting good practice
in cyber resilience and associated industry developments.
27
Hansard Global plc Report and Accounts 2024
STRATEGIC REPORT
Corporate Sustainability Risk:
Arising from the risk of failing to
integrate environmental, social
and governance considerations
into the Group’s strategic and
business planning activities, or
to proactively review, understand
and act on the challenges and
opportunities presented.
The importance of integration of sustainability issues into the Group’s core strategies and business plans
is recognised by the Board, requiring value-driven, adaptive practices. These practices must continuously
enhance the Group’s corporate governance arrangements, as sustainability related issues evolve, and
demonstrate to clients, investors, regulators, and wider stakeholder groups that sustainability and
resilience risks and opportunities are understood.
How we manage the risk:
■
Actively building sustainability considerations into strategy development and business planning
processes through structured analysis, formal assessment mechanisms and cross-functional
collaboration.
■
Factoring emerging sustainability risk issues into key decision-making and understanding the impacts
for the tools and methodologies currently used to manage risk, including governance structures, risk
ownership, risk and control self-assessment principles, regulatory developments, third party service
provisions and effective reporting.
■
Development of adaptation plans, which embrace forward-looking analysis and support strategic
decision-making, with consideration of relevant business planning, operations, underwriting and
investment activities to contribute to a sustainable transition to net-zero targets and provide effective
mitigation of climate change related risks.
■
Detailed analysis of climate and other ESG risks, which could cause macroeconomic stresses in future,
including impacts to markets, interest rates, inflation and exchange rates.
■
Developing and updating relevant components in relation to the sustainability risk domain, including
policies, procedures, risk indicators, management data and stress testing.
■
‘In flight’ initiatives addressing cultural alignment and structural resilience encompass core ESG
considerations.
Employee Engagement and
Talent Risk:
Arising from any failure to drive
and support the right corporate
culture and attract, develop,
engage and retain key personnel.
‘Talent risk’ continues to grow in prominence on the operational risk agenda at industry level with
persistent challenges linked to attracting and retaining employees across all financial services sectors.
The Group’s strategy has core dependencies on attracting and retaining experienced and high-performing
management and employees and building a strong and sustainable culture, driven by our purpose, our
leadership, our performance management regime and our governance principles and objectives. The
knowledge, skills, attitudes and behaviours of our employees, and the success with which these attributes
shape and define our culture, are central to our success.
How we manage the risk:
■
Significant investment in initiatives to address and support cultural change and development, shape
strategy and inform tactical solutions.
■
Continuation of our ‘Culture Programme’ with clearly defined areas of focus under three core pillars,
those being:
-High Performance Culture
-Learning Culture
-Environment & Wellbeing
These remain in active progress led by the Executive Committee with oversight by the Board.
Further detail around financial risks are outlined in note 3 of the consolidated financial statements.
Philip Kay
Chair
25 September 2024
28
Hansard Global plc Report and Accounts 2024
Thomas Morfett
Group Chief Executive Officer and
Group Chief Financial Officer
Tom was appointed as Chief Financial
Officer and executive Director with
effect from 17 April 2023 and as Chief
Executive Officer with effect from 2nd
August 2024. He is a Fellow of the
Institute of Chartered Accountants in
England and Wales, a Fellow of the
Institute and Faculty of Actuaries, and
holds an MA in Mathematics from Oxford University.
Prior to joining the group, Tom was Financial Controller and Head
of Actuarial for the Utmost Isle of Man group of companies, having
previously held the same positions for the Quilter International group
of companies. He has extensive experience within the Isle of Man
life insurance sector including as Appointed Actuary for Canada
Life’s Isle of Man companies, and roles at Zurich Isle of Man and
Royal London Isle of Man. He trained as a Chartered Accountant
with Deloitte.
Jose Ribeiro
Senior Independent
Non-executive Director
Chairman of the Remuneration
Committee. Member of the Audit and
Risk and Nominations Committees.
Jose was appointed as an Independent
Non-executive Director with effect from
2 December 2019. He has over 30 years
of experience in the financial services
industry globally having been a board member in several jurisdictions
around the world. Jose is a certified EU actuary with an MBA degree.
Jose is the Chair and Independent Non-executive Director of Starr
Insurance Companies, Chairman at Yurtle, an MGA and Insurtech
operating in the Employee Benefit space and regulated by the FCA in the
UK, and Insurance Lead and Guest Lecturer at Imperial College Business
School, where he lectures in Risk Management.
Jose started his insurance career with American International Group
(ALICO) in 1986 as a Life and Pensions actuary and spent the first 16
years of his career working with subsidiaries of AIG and Munich Re,
performing a variety of senior roles (including CEO, Chief Actuary,
Pension Fund manager, Regional Director for Employee Benefits) in
Europe, the US and Latin America. Since 2002 Jose has had a variety
of roles including CEO for Latin America and the Caribbean at Willis,
Director for International Markets at Lloyd’s of London where he was
responsible for overseeing the Lloyd’s trading platforms in China, Japan
and Singapore, and Managing Director and Board Member for Asia-
Pacific at A.M. Best (Credit Rating Agency).
Board of Directors
Philip Kay
Non-executive Chair
Chair of the Nominations Committee.
Member of the Remuneration
Committee.
Philip was appointed as Non-executive
Chair with effect from 1 May 2022.
He was previously appointed as an
independent Non-executive Director
with effect from 3 March 2020. Philip has had a long career in investment
banking and investment management. He is Chair of Schroder Japan Trust
PLC and a fellow of Wolfson College, Oxford.
He is a former Managing Director and Senior Advisor of Credit Suisse First
Boston where he ran the firm’s global Japanese cash equity business. He
is also a former Director of Fidelity Japan Trust PLC, of Schroder Securities
Limited and of Smith New Court PLC.
Board of Directors
The Directors serving at the date of approval of this Annual Report
and Accounts are as follows:
Contents
Page
Board of Directors
28
Directors’ Report
30
Directors’ Responsibilities
35
Corporate Governance Report
36
Report of the Audit & Risk Committee
62
Report of the Nominations Committee
64
Report of the Remuneration Committee
66
We recognise our obligations to adopt
a responsible attitude towards our
stakeholders. The Board believes that
the Group continues to demonstrate
such an attitude but recognises
that the Group is a relatively small
organisation.
29
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Noel Harwerth OBE
Independent Non-executive Director
Member of the Audit and Risk,
Nominations and Remuneration
Committees.
Noel was appointed as Independent
Non-executive Director on 23 September
2024. Noel is a highly experienced
non-executive Director who has sat on a
number of boards in a variety of different
sectors, including mining and finance industry companies and will bring
with her a wealth of knowledge. She currently serves on the boards of
One Savings Bank (as Senior Independent Director) and Crown Agents
Bank. Prior roles include Chair of the UK Export Finance Agency (until
February 2024) and member of the Boards of the UK Department of
Business and Trade, Scotia Bank Europe, Standard Life, London Metals
Exchange, and Bank of England RTGS/CHAPS Board. From 1998 Noel
served as Chairman of Sumitomo Mitsui Bank (Europe, Middle East and
Africa) from 2004 to June 2015. From 1998 to 2004, Noel was Chief
Operating Officer of Citibank International PLC in London. She was
responsible for infrastructure and governance of Europe’s first truly pan
European bank with branches in 18 countries. Noel was educated at the
University of Texas in Austin and holds a Juris Doctor Degree from the
University of Texas Law School. She has both US and British citizenship.
David Peach
Independent Non-executive Director
Chairman of the Audit and Risk
Committee. Member of Remuneration
and Nominations Committees.
David was appointed as an independent
Non-executive Director with effect from
31 December 2020. David is a Fellow of
the Institute of Chartered Accountants
in England and Wales and a Fellow of
the Association of Corporate Treasurers. He has a degree in Economics
from the University of Warwick. He is a Non-executive Director of
IntegraLife International Ltd, IntegraLife UK Ltd and Manx Development
Corporation Limited.
After training as an accountant with KPMG, David has had more than
25 years’ experience in financial services. He has held board level roles
in insurance, banking, trust and fund management companies across a
number of different jurisdictions.
Marc Polonsky
Non-executive Director
Marc was appointed as a Non-executive
Director on 26 September 2018, having
previously served as an alternate
Director to Dr Leonard Polonsky since
26 September 2013. He is managing
trustee of The Polonsky Foundation, a
UK-registered charity supporting
cultural heritage, the arts and
humanities education. He is a Retired Partner from international law firm
White & Case.
30
Hansard Global plc Report and Accounts 2024
Directors’ Report
Financial Statements
The Directors have pleasure in submitting their Annual Report on
the affairs of the Company and the Group together with the financial
statements and the auditor’s report for the year ended 30 June
2024. Where the context requires “the Group” means Hansard
Global plc and its wholly owned subsidiaries.
Hansard Global plc is the holding company of the Group and has a
Premium Listing on the London Stock Exchange. The Company is
a limited liability company incorporated and domiciled in the Isle of
Man.
Activities
The principal activity of the Company is to act as the holding
company of the Hansard Group of companies. The activities of
the principal operating subsidiaries include the transaction of life
assurance business and related activities.
Principal Operating Subsidiaries
The following companies are wholly owned subsidiaries of the
Company and represent its principal operating subsidiaries at the
balance sheet date and at the date of this report. All companies
are incorporated in the Isle of Man with the exception of Hansard
Europe and Hansard Worldwide. Hansard Europe is incorporated
in the Republic of Ireland. Hansard Europe was closed to new
business with effect from 30 June 2013. Hansard Worldwide is
incorporated in The Bahamas.
Company
Business
Hansard International
Limited*
Life Assurance
Hansard Europe Designated
Activity Company
Life Assurance
Hansard Worldwide Limited Life Assurance
Hansard Administration
Services Limited**
Administration services
Hansard Development
Services Limited
Marketing and development services
* Hansard International Limited has two overseas branches in
Labuan and Japan.
** Hansard Administration Services Limited has a branch in Ireland
Results and Dividends
The results of trading of the Group for the year under IFRS are set
out in the consolidated statement of comprehensive income on page
80. The consolidated financial statements have been prepared under
IFRS. The financial statements of the parent company have been
prepared under UK Generally Accepted Accounting Practice (“UK
GAAP”), comprising Financial Reporting Standard 102.
Additionally, certain information relating to Own Funds and Risk
Based Capital is presented in the “Other Information” section of this
report on pages 116 to 117. The Board believes that such information
provides additional meaningful information on the financial position
and performance of the Group in a particular financial year than that
provided by IFRS reporting alone.
Results under IFRS
Profit before tax for the year was £5.3m, compared with a profit for
the prior year of £5.9m.
Dividends totalling £6.1m were paid during the year (2023: £5.9m).
Proposed Final Dividend
The Board has resolved to pay a final dividend of 2.65p per share
on 15 November 2024, subject to approval at the Annual General
Meeting (“AGM”), to shareholders on the register on 13 November
2024 (with the ex-dividend date being 3 October 2024). If approved,
this would bring the total dividends in respect of the year ended 30
June 2024 to 4.45p per share (2023: 4.45p per share).
In making this decision, the Board has carefully considered its
current and future cash flows, the risks and potential impacts
introduced by the on-going geopolitical position, global economic
conditions, the outlook for future growth and profitability and the
views of key stakeholders, including shareholders and regulators.
Business Review and Future Developments
A full review of the Group’s activities during the year, recent events
and future developments is contained in the Chair’s Statement on
pages 2 and 3, the Chief Executive Officer’s Review on pages 4 to 7,
and the Business and Financial Review on pages 12 to 19.
Risk Management and Internal Controls
Details of the Group’s risk management and internal control
processes can be found on pages 20 to 22. A summary of the
principal risks and uncertainties can be found on pages 23 to 27.
Corporate Governance and
Corporate Social Responsibility
The Corporate Governance Report on pages 36 to 45 provides full
details on the efforts made by the Group in the areas of corporate
governance and corporate social responsibility within the business,
including the information required under Rule 7.2.6 of the FCA’s
Disclosure Guidance and Transparency Rules and is incorporated
into the Directors’ Report by reference.
31
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Audit and Risk Committee
The Audit and Risk Committee Report on pages 62 to 63 outline
how the integrity of the financial reporting and audit process is
overseen and the maintenance of sound internal controls and risk
management systems.
Directors’ Remuneration
Details of Directors’ remuneration for the year can be found in the
Report of the Remuneration Committee on pages 66 to 71.
Directors
Details of Board members at the date of this report, together with
their biographical details, are set out on pages 28 to 29. Except
where otherwise noted, all Board members served throughout the
financial year and to the date of this report. Dr Leonard Polonsky
maintains the honorary title of President to reflect his role having
founded the Group in 1970.
In accordance with the Articles of Association all the Directors will
retire at the AGM and, where applicable and eligible, shall seek
election or re-election.
Share Capital
At 30 June 2024 the Company’s issued share capital comprised
137,557,079 ordinary shares of 50 pence each. As at 30 June 2024
the total voting rights of the Company were 137,557,079. There
have been no changes to the issued share capital and total voting
rights during the period from 30 June 2024 until the date of this
report.
Further details of the issued share capital together with details of
authorised share capital and movements during the year are
included in note 22 to the consolidated financial statements. The
Company has one class of share in issue, ordinary shares of 50
pence each, all of which are fully paid.
Each ordinary share in issue carries equal rights including one
vote per share on a poll at general meetings of the Company,
subject to the terms of the Company’s Articles of Association and
applicable laws. Votes may be exercised by shareholders attending
or otherwise duly represented at general meetings. Deadlines for
the exercise of voting rights by proxy on a poll at a general meeting
are detailed in the notice of meeting and proxy cards issued in
connection with the relevant meeting. There are no restrictions on
voting rights or on the transfer of shares.
Substantial shareholdings
At 30 June 2024 the Company had been notified of the following
holdings in its share capital.
Name
Shares (millions)
% holding
Dr L S Polonsky CBE *
50.8
37.0
Aberforth Partners LLP
20.0
14.6
The Polonsky Foundation
9.9
7.2
Mr M A L Polonsky *
7.8
5.7
Premier Miton Group plc
6.8
5.0
*Including holdings of spouse
There have been no other significant changes in these holdings
between the balance sheet date and the date of this report.
32
Hansard Global plc Report and Accounts 2024
Directors’ Report continued
Employee Benefit Trust
An Employee Benefit Trust (“EBT”) was established in February 2018
for the purpose of providing share-based reward.
During the year, net share awards totalling 463,823 shares were
granted to Directors and Executive Committee members, with the
awards vesting after 3 years, subject to the rules of the Deferred
Bonus Plan. 700,000 shares were purchased during the year and
transferred into the EBT, to give a total of 1,257,000 shares held as
at 30 June 2024.
Share incentive schemes
Save As You Earn Programme
A Save As You Earn share save programme allows eligible
employees to have the opportunity of acquiring an equity interest in
the Company. The Save As You Earn programme was renewed for a
further ten years at the 2017 AGM.
At the balance sheet date there were no options outstanding (2023:
29,031 options), details of which can be found in the Report of the
Remuneration Committee.
Research and development
The Group’s development activities focus on bringing new products
to market to leverage distribution opportunities.
Information About Securities Carrying Voting Rights
The following information is disclosed in accordance
with DTR 7.2.6 of the FCA’s Disclosure Guidance and
Transparency Rules:
■
the Company’s capital structure and voting rights are
summarised on page 31.
■
details of the Company’s substantial shareholders are set out on
page 31.
■
an amendment to the Company’s Articles of Association and
the giving of powers to issue or buy back the Company’s shares
requires an appropriate resolution to be passed by shareholders.
■
the Company may alter its Articles of Association by special
resolution at a general meeting of the Company.
■
the appointment and replacement of Directors is governed
by the Company’s Articles of Association. The Articles of
Association provide that the Directors may be appointed by
ordinary resolution of the shareholders or by the Board. The
Company must have not less than two, and not more than 12
Directors. Where Directors are appointed by the Board, they
may only hold office until the next AGM of the Company where
they will be eligible for election. Each Director must then retire
from office at each AGM. The Company may remove a Director
by ordinary resolution.
33
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Powers of Directors
Subject to the Articles of Association, the Isle of Man Companies
Acts 1931 to 2004 and related legislation and any directions given
by resolution of shareholders, the business of the Company will be
managed by the Board which may exercise all the powers of the
Company.
Directors’ Interests
Directors’ interests in shares in the Company and in options granted
under the Save As You Earn programme are disclosed in the Report
of the Remuneration Committee on pages 66 to 71 together with
details of their contractual arrangements with the Group.
Controlling Shareholder
Dr Leonard Polonsky is the controlling shareholder of the Group. To
ensure compliance with independence provisions set out in Listing
Rule 6.5.4 a summary of the most recent written and legally binding
agreement, dated 22 September 2014, governing his relationship
with the Group (the “Agreement”) is set out in the Report of the
Remuneration Committee on pages 66 to 71.
There were no significant transactions between the Group and Dr
Polonsky during the year.
In accordance with Listing Rule 9.8.4 R (14), since entering into the
Agreement, the Company has fully complied with the independence
provisions included within this Agreement, and, so far as the Company
is aware, the controlling shareholder and its associates have also
complied with the independence and procurement provisions set out in
Listing Rule 6.5.4 during the period under review.
Company Secretary
The Company Secretary at 30 June 2024 was Hazel Stewart.
Forward-Looking Statements
The Chair’s statement, the Group Chief Executive Officer’s overview,
the Business and Financial Review and other sections of this Annual
Report and Accounts may contain forward-looking statements about
the Group’s current plans, goals and expectations on future financial
conditions, performance, results, strategy, and objectives. Statements
containing the words: ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘seeks’,
‘anticipates’ and other words of similar meaning are forward-looking.
All forward-looking statements involve risk and uncertainty. This
is because they relate to future events and circumstances that are
beyond the Group’s control.
As a result, the Group’s future financial condition, performance and
results may differ materially from the plans, goals and expectations
set out in the forward-looking statements. The Company will not
undertake any obligation to update any of the forward-looking
statements in this Annual Report and Accounts.
Annual General Meeting (AGM)
The AGM of the Company will be held on 13 November 2024 at the
Company’s registered office.
A copy of the notice of the AGM will be available to shareholders on
www.hansard.com together with this Annual Report and Accounts.
As well as the business normally conducted at such a meeting,
shareholders will be asked to elect or re-elect all Directors. The
Directors consider that all the resolutions to be put to the AGM
are in the best interests of the Company and its shareholders as a
whole and will be voting in favour of them. The Board undertakes
to apply the Listing Rules in relation to the re-appointment of the
Independent Non-executive Directors. This requires that re-election
is by majority of votes cast by independent shareholders as well as
by majority of all shareholders.
The Company further confirms that, as required by the Listing
Rules, it has an agreement in place with Dr Polonsky as the
controlling shareholder and that the Company has complied with the
requirements of the agreement throughout the year to 30 June 2024.
Copies of the Letter of Appointment for the Non-executive Directors
will be available for inspection at the Company’s registered office
during normal business hours and the AGM venue 15 minutes prior
to the AGM until the conclusion of the AGM.
In accordance with the Group’s normal practice, the total number of
proxy votes lodged at the meeting on each resolution (categorised
as for; against; and votes withheld) will be made available both at
the meeting and subsequently on the Company’s website.
Political Donations
The Group did not make any political donations during the year
(2023: £nil).
Adequacy of the Information
Supplied to the Auditor
The Directors who held office at the date of approval of this
Directors’ Report confirm that, so far as each is aware, there is
no relevant audit information of which the Company’s auditor is
unaware, and each Director has taken all steps that he ought to
have taken as a Director to make himself aware of any relevant audit
information and to establish that the Company’s auditor is aware of
that information.
Auditor
The Company’s auditor, KPMG Audit LLC (“KPMG”), has
indicated its willingness to continue in office. The Audit and Risk
Committee has recommended that KPMG be reappointed as the
34
Hansard Global plc Report and Accounts 2024
Directors’ Report continued
Company’sauditor. Accordingly, a resolution to reappoint KPMG as
auditor to the Company, and to authorise the Directors to determine
its remuneration, will be proposed at the 2024 AGM.
Going Concern
The Directors have at the date of approving the financial statements,
a reasonable expectation that the Company and the Group
have adequate resources to operate as a going concern for the
foreseeable future, being a period of 12 months from the approval of
the financial statements and have prepared the financial statements
on that basis.
In making this statement, the Directors have considered the impact
on the business of the ongoing geopolitical position and global
economic conditions. They have reviewed financial forecasts that
include plausible downside scenarios such as reduced levels of
new business and higher expenses arising from increased inflation.
These show the Group continuing to generate profit over at least
the required 12 months from the date of approval of the financial
statements and that the Group has sufficient cash reserves to
enable it to meet its obligations as they fall due.
The Directors expect that the acquisition of new business will
continue to be challenging in the current climate. The impact of this
however is not immediate to the Group’s profit and cash flows and
therefore allows for longer term adjustments to operations and the
cost base. Long periods of lower new business or lower AuA would
be addressed by reducing the cost base and, where necessary, the
dividend paid.
The following factors are considered as supportive to the Group’s
resilience to external market and economic challenges:
■
The Group’s business model focuses on long term savings
products, a majority of which are regular premium paying
products which continue to receive cash inflows regardless of
the amount of new business sold.
■
The Group earns approximately a third of its revenues from
asset-based income which is not immediately dependent on
sourcing new business.
■
New business channels are geographically dispersed and
therefore less exposed to specific regional factors.
■
The largest cash outflow associated with new business is
commission expenditure which reduces directly in line with
reduced sales.
■
The Group has and continues to the date of this report to have,
a strong capital position with significant levels of liquidity and
cash (as outlined in the Business and Financial Review).
■
The Group places the majority of its shareholder assets into
conservative, highly-liquid, highly rated bank deposits and
money market funds. These are typically not subject to price
fluctuation and protect the Group’s assets against potential
market volatility.
■
The Group has no borrowings.
Post Balance Sheet Events
There have been no material post-balance sheet events, which
would require disclosure in, or adjustment to, these consolidated
financial statements.
Longer-Term Viability Statement
In accordance with provision 31 of the UK Corporate Governance
Code and Listing Rule 9.8.6, the Directors have assessed the
prospects of the Group over a five-year period and 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
assessment.
The Group and its insurance subsidiaries are required to maintain
minimum regulatory solvency capital levels based on the size and
nature of business written.
The assessment of prospects is considered over a five-year
period as this matches the period over which business plans are
considered by the Board. The Board also considers it a reasonable
period in light of rapidly changing regulation, competitive landscape
and technology advances and developments.
The Group’s business plan and associated scenario modelling
includes projections of the Group’s profit, capital, liquidity, and
solvency. Scenario and stress testing consider the Group’s capacity
to absorb or respond to potential economic, contract holder activity
or operational stresses. These include material investment market
declines, interest rate movements, mass surrenders by contract-
holders and operational losses. Reverse stress tests are also
considered to provide insight into the level of stress needed to
breach regulatory solvency requirements.
The assessment also considered simultaneous multiple adverse
impacts that could plausibly occur. This included a 50% reduction
to new business, a 25% reduction in AuA due to market declines
and a 15% strengthening of sterling all arising at the same time.
While these stresses produce lower levels of profit, cash, and
dividends, none of them produce an immediate risk to the viability of
the business. This allows therefore for compensatory management
actions to be taken to secure longer-term viability through for
example expense and dividend reductions.
In making its overall assessment, the Board has also considered the
principal and emerging risks and associated mitigating strategies
which it has identified and outlined on page 23 to 27. The Directors
confirm that they have undertaken a robust assessment of the
principal and emerging risks facing the Group.
35
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Statement of Directors’ Responsibilities in
Respect of the Report and the Financial
Statements
The Directors are responsible for preparing the Annual Report
and financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Group and Parent
Company financial statements for each financial year. Under that
law they are required to prepare the Group financial statements in
accordance with international accounting standards in conformity
with the requirements of the Companies Acts 1931 to 2004 and
applicable law and have elected to prepare the Parent Company
financial statements in accordance with United Kingdom Accounting
Standards, comprising Financial Reporting Standard 102 ‘The
Financial Reporting Standard Applicable in the UK and Republic of
Ireland’ (“FRS 102”).
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view
of the state of affairs of the Group and Parent Company and of the
Group’s profit or loss for that period. In preparing each of the Group
and Parent Company financial statements, the Directors are required
to:
■
select suitable accounting policies and then apply them
consistently.
■
make judgements and estimates that are reasonable, relevant,
and reliable.
■
state whether they have been prepared in accordance with
international accounting standards in conformity with the
requirements of the Companies Acts 1931 to 2004 and
as regards the group financial statements, UK adopted
International Accounting Standards.
■
assess the Group and Parent Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern.
■
use the going concern basis of accounting unless they intend
either to liquidate the Group or the Parent Company or to cease
operations or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the parent Company and to enable them to ensure
that its financial statements comply with the Companies Acts 1931 to
2004. They are responsible for such internal control as they determine
is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Group and to prevent and detect
fraud and other irregularities.
Under applicable law and regulations, the Directors are responsible
for preparing a Directors’ Report, Directors’ Remuneration Report and
Corporate Governance Statement that comply with that law and those
regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Legislation in the UK governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Responsibility Statement of the Directors in
Respect of the Annual Financial Report
We confirm that to the best of our knowledge:
■
the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation
taken as a whole; and
■
the Directors’ Report includes a fair review of the development
and performance of the business and the position of the issuer,
and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face.
By Order of the Board
Hazel Stewart
Company Secretary
25 September 2024
36
Hansard Global plc Report and Accounts 2024
Corporate Governance Report
Compliance with Companies Acts
As an Isle of Man incorporated company, the Company’s primary
obligation is to comply with the Isle of Man Companies Acts 1931 to
2004. The Board confirms that the Company is compliant with the
relevant provisions of the Companies Acts.
Compliance with the UK Corporate
Governance Code 2018 (“the Code”)
The Board believes high standards of corporate governance are
integral to the delivery of the Group strategy and so the Board
maintains a strong commitment to achieving the highest standards
of corporate governance. During the year under review, the
Group applied the principles and provisions of the UK Corporate
Governance Code 2018 (“the Code”). A copy of the Code is available
on the Financial Reporting Council website at www.frc.org.uk.
The following specific information required in the Directors’ Report is
included in other sections of this Annual Report and is incorporated
by reference:
Board leadership and Company purpose.
The Board’s overarching role is to promote the Company’s long-term
sustainable success, to generate value for shareholders and improve
customer outcomes by providing simple, understandable and innovative
financial solutions.
A Effective and entrepreneurial Board
B Purpose, values, strategy and
culture
C Resources and controls
D Stakeholder engagement
Page 39
Page 8
Pages 12-18,
20-27
Pages 37,38
Division of responsibilities
The Board has a clear division of responsibilities between the leadership
of the Board and executive leadership of the business.
Committee terms of reference determine the authority of each of the
Board’s Committees.
Governance arrangements are in place to ensure that the Board and
Directors can meet their obligations under the Code.
F Role of the Chair
G Independence and division of
responsibilities
H Non-Executive Directors
I How the Board operate
Page 41
Page 41-42
Page 41
Pages 42-43
Composition, succession and evaluation
The Board, with the support of the Nominations Committee, conducts
regular reviews of its composition (and that of its Committees) and leads
the process for appointments to ensure plans are in place for orderly
succession to both the Board and the Executive Committee.
The Board undertakes an annual review of its effectiveness and that of
its Committees to ensure that the Board and its members continue to
contribute effectively.
J Appointments and succession
planning
K Composition of the Board
L Board evaluation
Page 64
Page 41
Page 42-43
Audit, risk and internal control
The Board, supported by the Audit and Risk Committee, is responsible
for establishing appropriate risk management and internal control
procedures to ensure that the Group is appropriately managed and that
risks are appropriately identified and mitigated in the context of the
business as a whole.
M Effective internal and external audit
functions
N Fair, balanced and understandable
assessment
O Internal controls and risk
management
Page 63
Page 72
Page 20-27
Audit, risk and internal control
The Board, supported by the Audit and Risk Committee, is responsible
for establishing appropriate risk management and internal control
procedures to ensure that the Group is appropriately managed and that
risks are appropriately identified and mitigated in the context of the
business as a whole.
P Alignment of remuneration with
strategy, purpose and values
Q Remuneration policy
R Independent judgment, discretion
and performance outcomes
Page 66
Page 66
Page 66
There are no disclosures to be made under Listing Rule 9.8.4.
37
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Other statutory disclosures
Details on how we have applied the provisions and principles of the
Code to our activities throughout the financial year and to the date of
this report are set out in this Corporate Governance Report and in the
following reports: the Directors’ Report on pages 30 to 34, the Report
of the Remuneration Committee on pages 66 to 71, the Report of the
Nominations Committee on pages 64 to 65 and/or in the Report of the
Audit and Risk Committee on pages 62 to 63.
For the year ended 30 June 2024, the Board considers that it has
complied in full with the provisions of the Code, other than in respect
of provision 36 as further outlined in the Remuneration Report, and
provision 11 following the resignation of Christine Theodorovics on
29 February as less than half of the board, excluding the Chair, were
Independent Non-executive Directors.
Stakeholders
Stakeholders are critical to the Company’s long-term, sustainable
success. They are our shareholders, employees, regulators,
distribution partners, service providers, and the communities in
which we operate. This section explains why and how the Company
interacts with these stakeholders, as well as the steps it takes to
ensure that their interests are considered in the Board’s decision
making.
As the Company is listed on the Main Market of the London Stock
Exchange, it reports on its compliance with the UK Corporate
Governance Code on a comply or explain basis. Provision 5 of the
UK Corporate Governance Code recommends that the Company
report on how the interests of its key stakeholders were considered
in board discussions and decision-making, including those
matters outlined in Section 172 of the UK Companies Act 2006
(the “UK Act”). While the Company is not domiciled in the United
Kingdom, we have chosen to voluntarily report in accordance with
Section 172 of the UK Act to demonstrate our commitment to best
practice governance and thorough application of the UK Corporate
Governance Code.
The tables on the following pages show how the Company and
its Board interact with its stakeholders. We recognise that these
relationships are the foundation for the Company’s long-term
viability, which benefits all parties. The Board recognises the
significance of upholding a high standard of business conduct and
stakeholder engagement, as well as having a positive impact on the
environment in which we operate.
We actively engage with our key stakeholders to understand their
perspectives and build effective relationships, and our engagement
strategy for each stakeholder group is outlined in the tables on the
following pages. Aside from stakeholder considerations, the Board
recognises its responsibility to consider long-term impacts and the
Company’s impact on and from wider society and the environment.
The Board monitors performance against strategy and appropriate
decision-making by receiving regular updates, both in Board and
Committee meetings and through regular Board reports from the
CEO, CFO, Executive Committee members, and other senior
managers, all of which enable it to make well-informed principal
decisions for the Company’s and its various stakeholders’ long-
term success. We define principal decisions as those that are both
material to the Group and significant to any of our key stakeholder
groups. In making principal decisions, the Board has considered
the outcome from its stakeholder engagement as well as the need
to maintain a reputation for high standards of business conduct and
the need to act fairly between the members of the Company. The
Board believes that the Group’s decision-making is balanced, and
that Hansard’s policies and actions meet the Group’s obligations.
Section 172: Promoting the Success of the
Company
The Board’s focus is on ensuring that the Company generates and
preserves value over the long term for all its shareholders. The
Board’s aim is to make sure that decisions are consistent with the
strategic objectives of the Company and the long-term success of the
Company.
The Likely Consequences of Any Decision in the Long Term
The Board’s focus is on ensuring that the Company generates and
preserves value over the long term for all its shareholders. The
Board’s aim is to make sure that decisions are consistent with the
strategic objectives of the Company and the long-term success of
the Company.
The Interests of the Company’s Employees
The Board engages with employees via a variety of mechanisms and
forums to ensure that people interests are considered.
The Need to Foster the Company’s Business Relationships with
Suppliers, Customers, and Others
The Board considers customers, suppliers, and other stakeholders,
factoring in their needs, feedback, and concerns to make informed
decisions that seek to benefit all parties. This ensures a balanced
and sustainable business relationship.
Directors of the Group
Pages 28-29
Dividends
Pages 18
Environmental, social and governance risks
Pages 54-55
TCFD Reporting
Pages 46-61
Future Developments
Pages 15
Going concern Statement
Pages 34
Post balance sheet events
Pages 34
Reporting under Section 172 of the (UK Companies
Act 2006 and engagement with stakeholders
Pages 37
Risk Management and Internal Controls
Pages 43
38
Hansard Global plc Report and Accounts 2024
The Impact of the Company’s Operations on the Community
and the Environment
The Board’s corporate social responsibility (“CSR”) strategy focuses
on minimising the Group’s environmental impact, making a positive
contribution to society and supporting our people to make a
difference to the environment.
The Desirability of the Company Maintaining a Reputation for
High Standards of Business Conduct
The Company has four core values that are the foundation of the
Company’s culture: Integrity, Respect, Quality, and Innovation.
These values ensure that the Company maintains a reputation for
high standards in all areas of the business it conducts.
The Need to Act Fairly Between Shareholders of the Company
The Board actively engages with shareholders and considers their
interests when setting the Company’s strategy.
Shareholders
Our shareholders include institutional investors, retail investors, and
management, among others.
Why We Engage
The Board recognises the importance of regularly engaging with
shareholders in order to maintain a high level of transparency and
accountability, to act fairly, and to inform the Company’s decision
making and future strategy. The Board is accountable to the
shareholders for creating and delivering value through effective
business governance.
How We Engage
The Group places considerable importance on developing its
relationships with our shareholders and it aims to achieve this by
way of the following regular communication activities:
■
regular dialogue with major institutional shareholders, both
directly and through the Company’s advisers.
■
Annual General Meetings.
■
market announcements, corporate presentations, Annual
Report and Accounts and other Company information which are
available on our website at www.hansard.com
The Chair, the CEO, the CFO, and Committee Chairs are available
to meet or correspond with major shareholders to discuss any
areas of concern not resolved through normal channels of investor
communication.
Arrangements can be made through the CFO, the Company
Secretary, or the Company’s corporate brokers.
The Board is equally interested in communications with private
shareholders and the CFO oversees communication with these
investors. All information reported to the regulatory information
services is simultaneously published on the Company’s website,
affording the widest possible access to Company announcements.
The Board receives regular feedback on the views of shareholders
on the Company from the Executive Directors after meetings with
those shareholders, as well as from reports from the Company’s
corporate brokers, the Chair and the Senior Independent Director.
There were no significant areas of concern raised during the 2024
financial year.
Employees
We recognise that to meet our Company goals, we need to retain,
attract and develop our talent pool, by providing a supportive and
safe workplace where our employees can develop and thrive.
Why We Engage
We understand the importance of engaging with our employees and
recognise that the Company culture and our overall remuneration
and benefits package can have significant effect on employees.
Communication therefore continues to be a key part of our
Culture programme. We want our employees to have a voice, feel
appreciated for their contribution and to understand their roles
within the Company. It’s important that our employees are made
aware of key business updates and that they can provide feedback
on what’s important to them. We work hard to meet our employees’
needs and to maintain strong relationships that foster a positive
workplace culture.
How We Engage
We actively and regularly communicate with our employees via
various mechanisms covering matters such as strategic updates,
business performance and culture or any other matters which are
relevant to employees. Our employees are also offered opportunities
to provide feedback in different ways such as engagement and
culture surveys and in team and individual settings. We provide
regular training and development opportunities for our employees
and make sure they receive regular feedback and recognition,
supported via the performance management framework. We
strive to provide a supportive and safe and comfortable working
environment, as well as competitive wages and benefits. We
encourage all our employees to provide feedback to the Board and
provide open channels of communication for them to do so. David
Peach is the designated Independent Non-executive Director for
employee engagement.
Regulators
These are the governmental or regulatory bodies in charge of
overseeing the Company’s operations and ensuring compliance
with applicable laws and regulations. Each of our regulators is in
charge of overseeing various aspects of the Company’s operations,
including financial reporting and consumer protection.
Why We Engage
We work with our regulators to ensure that we are compliant with
all policies, laws, and regulations. Regular communication with our
regulators assists us in identifying potential risks and obtaining
guidance on how to mitigate them.
39
Hansard Global plc Report and Accounts 2024
GOVERNANCE
How We Engage
The Company meets with its regulators proactively to address any
concerns, and it establishes regular meetings to ensure that the
Company is up to date on any proposed changes. We make every
effort to respond to any queries or requests for information from our
regulators in a timely manner.
Distribution Partners
Those who assist the Company in distributing our products to
our policyholders. Distribution partners are subject to a rigorous
selection process prior to onboarding, and regular monitoring
throughout the course of the business relationship.
Why We Engage
We understand the importance of maintaining positive relationships
with our distribution partners in order to ensure that our products
reach customers on time and accurately represent our brand.
How We Engage
All our distribution partners are supported by our regional sales
managers, who provide regular training updates on our product
range and any relevant regulation changes, as well as discussing
new business development opportunities. This is further supported
by regular daily contact around sales opportunities or operational
queries to ensure that they receive the best service and to ensure
they are knowledgeable about all the Company’s products and
processes.
Service Providers
Those upon whose services the Company relies on to provide its
products and services, both domestically and internationally.
Why We Engage
To ensure that the services on which the Company places reliance
are delivered to the Company’s required standards and timelines.
How We Engage
We receive regular service attestations from providers and meet
frequently to review the performance of services.
Communities
The locations in which the Group maintains its operations, and in
which our employees live.
Why We Engage
We appreciate that we have a responsibility to support our local
communities.
How We Engage
As noted in Corporate Social Responsibility, we encourage our
employees to support local causes. We provide funding for a
wide range of initiatives via the Green Team, and we provide
our employees with dedicated time allowing them to participate
in community engagement activities. We partner with local
organisations directly where appropriate.
Compliance with the Market Abuse Regulation
To ensure compliance with the Market Abuse Regulation (“MAR”),
the Company maintains internal policies, procedures, and controls
in respect of market abuse, market manipulation and insider dealing.
A Share Dealing Code is in place which all employees must adhere
to. The Company has complied with this Share Dealing Code and
MAR throughout the period.
Role of the Board of Directors and
its Principal Committees
The primary role of the Board is to provide leadership of the
Company. The Company is directed and controlled both by its Board
of Directors and through systems of delegation and escalation, to
achieve its business objectives in accordance with high standards of
transparency, probity, and accountability.
It achieves these goals by making decisions relating to key areas
for the business, by overseeing the activities of the executive
team, and by delegating certain matters for resolution through the
principal Board Committees, namely the Audit and Risk Committee,
the Executive Committee, the Remuneration Committee and the
Nominations Committee.
The specific duties of the Board are clearly set out in a Schedule
of Reserved Powers that addresses a wide range of corporate
governance issues and lists those items that are specifically
reserved for decision by the Board.
The primary responsibilities of the Board include, but are not limited
to:
■
formulation of medium- and long-term direction and strategy for
the Group.
■
establishment of capital structure and dividend policy.
■
ensuring the Group’s operations are well managed and proper
succession plans are in place.
■
review of major transactions or initiatives proposed by
management.
■
implementation of policy and procedures to support the
governance framework of the Group.
■
regular review of the results and operations of the Group.
■
ensuring that proper accounting records are maintained, and
adequate controls are in place to safeguard the assets of the
Group from fraud and other significant risks.
■
regular evaluation of Board performance.
■
oversight.
■
of the Group’s ERM Framework; and
■
decisions regarding the Group’s policy on political donations.
The duties of the principal Board Committees are detailed in the
relevant terms of reference, which are reviewed annually and are
available on the Company’s website, www.hansard.com.
40
Hansard Global plc Report and Accounts 2024
Corporate Governance Report
41
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Board Composition and Key Roles
At the date of this report the Board comprises the Non-executive
Chair, three Independent Non-executive Directors, one Non-
executive Director and the Group Chief Executive Officer (who is
also the Group Chief Financial Officer).
As required by the Articles of Association, all Board members will
offer themselves for election or re-election at the forthcoming AGM.
The Board supports greater transparency regarding the election
and re-election of Independent Non-executive Directors. In
compliance with the Listing Rules, the Company operates a dual
voting structure for any resolutions on the election and re-election
of the Independent Non-executive Directors. The results from the
AGM votes on any such resolutions, together with other information
normally circulated following the conclusion of the meeting, will be
disclosed through the Regulatory Information Services following
the conclusion of the Meeting. In the event that the majority of
independent shareholders are shown to have voted against these
resolutions, a further vote will be called after 90 days.
Chair
Philip Kay was appointed the Company’s Non-executive Chair
with effect from 1 May 2022. As required by the Code, Philip was
considered independent upon appointment. The Chair leads the
Board within a solid governance framework and ensures that the
Board provides effective leadership for the Group including strategy
and direction.
Group Chief Executive Officer
Graham Sheward was appointed the Group Chief Executive
Officer with effect from 10 May 2021 until 1 August 2024, and was
succeeded by Thomas Morfett. As Chief Executive Officer, Thomas
leads the senior executive team in the day-to-day running of the
Group’s business, including execution of the Group’s business
plans and objectives and communicating its decisions and
recommendations to the Board.
The division of responsibilities between the Chair and the Chief
Executive Officer is clearly defined and has been approved by the
Board. The Chair has no day-to-day involvement in the management
of the Group. The Chief Executive Officer has direct charge of the
Group on a day-to-day basis and is accountable to the Board for the
financial and operational performance of the Group.
Group Chief Financial Officer
Thomas Morfett was appointed the Chief Financial Officer with effect
from 17 April 2023. As Chief Financial Officer, he is responsible for
the Group’s Finance, Actuarial and Investments functions, and is as a
key member of the Chief Executive Officer’s Executive Committee.
Senior Independent Director
Jose Ribeiro is the Company’s Senior Independent Director. The
Senior Independent Director provides a sounding board for the Chair
and serves as an intermediary for the other Directors. He is also
available to shareholders should they have any concerns that they
are unable to resolve through other channels, or when such channels
would be inappropriate.
The responsibilities of the Chair, Group Chief Executive Officer and
Senior Independent Director are available on the Company’s website,
www.hansard.com.
Non-Executive Directors
Jose Ribeiro, David Peach and Noel Harwerth are considered by the
Board to be Independent Non-executive Directors in accordance with
the Code definition. Philip Kay, as Non-executive Chair, was considered
independent on appointment. Marc Polonsky, a Non-executive Director,
is not considered to be independent for the purposes of the Code due
to close family ties with Dr Leonard Polonsky and representing the
Polonsky family shareholding.
The Non-executive Directors fulfil a critical role to constructively
challenge all recommendations presented to the Board for approval and
to provide the benefit of their experience and expertise to manage risk
within the Group and enhance delivery of the overall strategy.
Board Independence
The Board’s policy is to appoint and retain Independent Non-
executive Directors who can apply their wider knowledge and
experiences to their understanding of the Group. The process
for appointing new Directors is conducted by the Nominations
Committee.
It is the Board’s view that an Independent Non-executive Director also
needs to be able to present an objective, rigorous and constructive
challenge to management. To be effective, an Independent Non-
executive Director needs to acquire a sound understanding of
the industry and the Company to be able to evaluate properly the
information provided.
Each Independent Non-executive Director serves for a fixed term not
exceeding three years that may be renewed by mutual agreement and
subject to shareholder approval at the AGM. Subject to the Board
being satisfied with a Director’s performance, independence and
commitment, an Independent Non-executive Director may have their
terms renewed for up to nine years. Beyond that period, a Director
would typically be considered to no longer be fully independent.
A review of the arrangements affecting all Non-executive Directors
who served during the year covering the current term of appointment
and review of their independence (where relevant) was undertaken by
the Nominations Committee.
The Committee was satisfied that, based on their performance during
their time on the Board, Jose Ribeiro, David Peach, and Christine
Theodorovics (until 29 February 2024) were, and in respect of Jose
Ribeiro and David Peach, remain independent.
Philip Kay, as Chair, was considered independent upon appointment.
42
Hansard Global plc Report and Accounts 2024
Corporate Governance Report continued
Board Meeting Attendance
The Board meets regularly to determine the Company’s strategic
direction, to review the Company’s operating and financial
performance and to provide oversight that the Company is
adequately resourced and effectively controlled.
The Company requires Directors to devote sufficient time to the
Company in order to perform their duties. If Directors are not able
to attend a meeting, they have the opportunity to submit their
comments in advance to the Chair or the Company Secretary. If
necessary, they can follow up with the Chair of the meeting.
The attendance of the Directors at scheduled Board and Committee
meetings of which they were a member held during the year (and
the maximum number of meetings that each Director could have
attended) were as follows:
Board Audit & Risk
Nominations
Remuneration
Number of meetings
10
4
4
5
Philip Kay
9/10
n/a
4/4
5/5
Jose Ribeiro
9/10
4/4
4/4
5/5
Marc Polonsky
9/10
n/a
n/a
n/a
David Peach
10/10
4/4
4/4
5/5
Graham Sheward
9/10
n/a
n/a
n/a
Christine Theodorovics* 4/7
0/2
2/3
2/3
Thomas Morfett
10/10
n/a
n/a
n/a
*
Resigned with effect from 29 February 2024
The Chair of the relevant Board or Committee invited other Non-
executive Directors to attend meetings of which they were not a
member whenever considered appropriate. The CEO/CFO have
standing invitations to Audit and Risk Committee meetings and Marc
Polonsky attended or partially attended 4 Audit and Risk Committee
Meetings, 4 Nominations Committee Meetings and 4 Remuneration
Committee meetings.
Board Committees
The Board has established standing committees to oversee important
issues of policy and maintain such oversight outside the main Board
meetings. Each committee operates within defined terms of reference,
which can be accessed on the Company’s website. The committee
positions held by the Directors as at the date of this report are
summarised below:
■
Audit & Risk Committee - Chair: David Peach. Members: Jose
Ribeiro, Noel Harwerth.
■
Executive Committee - Chair: Thomas Morfett.
■
Nominations Committee - Chair: Philip Kay. Members: David
Peach, Jose Ribeiro, Noel Harwerth.
■
Remuneration Committee - Chair: Jose Ribeiro. Members: David
Peach, Philip Kay, Noel Harwerth.
The Chairs of the relevant Board Committees are available to
engage with shareholders on any significant matters related to their
areas of responsibility.
Reports from the Audit and Risk, Nominations and Remuneration
Committees are set out in this Annual Report and Accounts together
with a summary of their activities during the year.
The Executive Committee is chaired by the Group Chief Executive
Officer and currently meets fortnightly. The Executive Committee
has responsibility for the day-to-day management of the Group, and
other items as delegated from time-to-time by the Board. In addition
to Thomas Morfett, the Executive Committee is currently comprised
of Ollie Byrne (Commercial Director), Karen Corran (Head of People
and Culture), Angela McCraith (Chief Risk Officer), Alan Canny
(replacing Ailish Sherlin from 14 June 2024) (Chief Actuary), Hazel
Stewart (Company Secretary), Keith Brown (Head of Sales) and John
Whitehouse (Chief Operating Officer).
Board Processes
The agenda for each Board and Committee meeting is considered
by the Chair or Committee Chair and the papers for each
meeting are distributed by the Company Secretary to the Board
or Committee members beforehand. As a standard agenda item
during the scheduled Board meetings, the Chair and Non-executive
Directors meet without the executive Directors present. The Chair
maintains regular contact with the Chief Executive Officer and with
the Non-executive Directors, outside of Board meetings or calls, in
order to discuss specific issues.
Board performance review and effectiveness
The effectiveness of the Board is vital to the success of the Group.
The Company undertakes a performance review each year to
assess the performance of the Board, its Committees, the Directors,
and the Chair. The Board engaged Boston Limited to conduct a
board performance review in the year. The performance review
took the form of a questionnaire, where Directors were required to
rate certain aspects of the Board’s and Committees’ performance.
The questionnaire also gave Directors the opportunity to provide
comments on areas of focus, which included the structure of
the Board, effectiveness of the Board, and committee-specific
questions.
The responses to the performance review of the Board and the
Committees were collated and analysed by the Chair and the Senior
Independent Director. The results indicated that the Board continues
to work well and there were no significant concerns among the
Directors about the Board’s effectiveness. Additional focus will be
given to succession planning and initiatives such as diversity and
ESG.
As part of the Chair’s performance review the Independent Non-
executive Directors meet separately under the leadership of the
Senior Independent Director who, in turn, engages in reviews with
the Chair.
43
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Following these reviews, the Directors have concluded that the
Board and its Committees operate effectively. Additionally, the Chair
and the Senior Independent Director have concluded that each
Director contributes effectively and demonstrates full commitment to
his duties.
Remuneration of Directors
The principles and details of Directors’ remuneration, as well as
the composition and activities of the Remuneration Committee, are
contained in the Report of the Remuneration Committee on pages
66 to 71.
Insurance
The Company maintains insurance cover with respect to the liabilities
of Directors and Officers within the Group. In addition, qualifying
third party indemnity arrangements are in force for the benefit of the
Directors within the Group and were in force for the benefit of former
Directors of the Group during the year under review.
Board Support
Directors are fully briefed in advance of Board and Committee
meetings on all matters to be discussed. The Company Secretary is
responsible for following Board procedures and advising the Board,
through the Chair, on governance matters. All Directors have access
to her advice and services.
The Board has adopted a procedure whereby Directors may, in the
performance of their duties, seek independent professional advice at
the Company’s expense if considered appropriate.
Directors of the life companies are required to complete several
mandatory training sessions during each year, for example on
Anti-Money Laundering responsibilities (provided by the Money
Laundering Reporting Officer or an external supplier). Training and
support is also provided on any other key topics that the Board feel
appropriate in addition to their individual Continuing Professional
Development requirements.
Risk Management and Internal Controls
The Board has overall responsibility for the Group’s systems of
risk management and internal control, and for reviewing their
effectiveness. The Board recognises that the governance risk
management and internal control arrangements which constitute
the ERM Framework are intended to reduce, although cannot
eliminate, the range of possibilities which might cause detriment to
the Group. Similarly, the ERM Framework cannot provide protection
with certainty against any failure of the Group to meet its business
objectives, or guard against material errors, losses, fraud, or
breaches of laws and regulations. Taking all of these factors into
account the ERM Framework is intended to provide reasonable, but
not absolute, assurance against material misstatement or losses and
/ or the breach of any laws or regulations.
The primary responsibility for developing and implementing internal
control and risk management procedures covering all aspects of the
business lies with the Executive Committee. As part of the reporting
processes from the ERM Framework, the Board regularly receives
written reports covering all such aspects in addition to overseeing
controls and risk management procedures via the Audit and Risk
Committee.
Individual managers have primary responsibility for ensuring
compliance with Group policies, principles, and compliance
obligations within their respective span of control. This includes the
identification, evaluation, monitoring, management, and reporting
of risks within their areas of responsibility. The substance and form
of risk management activities and the quality of their application
are regularly reviewed by the Group Risk Forum and objectively
analysed and evaluated by the Group’s Internal Audit function, with
oversight by and reporting to the Audit and Risk Committee, which
is ultimately responsible for reporting on the same to the Board.
Processes for identifying, evaluating, and managing the risks faced
by the Group have been in place throughout the year under review
and up to the date of this report. They are regularly reviewed by the
Board, with the assistance of the Audit and Risk Committee.
The Board, through the Audit and Risk Committee, has reviewed
the effectiveness of the Company’s risk management and internal
control systems including financial, operational and compliance
controls.
The Board has further undertaken a robust assessment of the
principal risks facing the Group, including those that would threaten
its business model, future performance, solvency, or liquidity, in
accordance with provision 28 of the UK Corporate Governance
Code. Additional information on the principal risks and uncertainties
faced by the Group, together with steps taken to manage them, can
be found within the Principal Risk Report on pages 23 to 27.
Whistleblowing Arrangements
The Group has an established Whistleblowing Policy, which is
accessible to all employees, with new starters introduced to the
Policy and its objectives during induction training. The Policy is
designed to ensure the principles of, responsibilities for, and the
approach to effective management of whistleblowing are clearly
explained and that staff feel empowered and supported to raise
concerns, in confidence, where they have a reasonable belief of
actual or potential wrongdoing. The Policy recognises that for some
individuals raising a concern under the Group’s Whistleblowing
arrangements may be a daunting or difficult experience and so
provides for such concerns to be raised anonymously and/or
outside the Management reporting line if preferable, providing for
direct access to the Chief Risk Officer or the Chair of the Audit and
Risk Committee.
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Hansard Global plc Report and Accounts 2024
Corporate Governance Report continued
As previously reported, our Culture Programme has three core pillars
of focus, those being
•
High Performance Culture
•
Learning Culture
•
Environment & Wellbeing
We have continued with our commitment to supporting development
opportunities for our people, via learning events, professional
qualifications, internal promotion, and secondment opportunities.
Learning events focussed on high performing teams, resilience
and the importance of trust have featured in our learning culture
initiatives this year in addition to workshops to further support our
population of people managers.
Our Wellbeing team continue to play a vital role in terms of providing
support and initiatives to our people around three key areas,
Mental, Physical and Financial Wellbeing. Our Employee Assistance
Programme provides additional support to our people and their
families and friends through various life events. Through a range of
Group schemes, which underpin the Mental, Physical and Financial
pillars, we stand by our commitment to support the health and
wellbeing of our people.
We have a very active Sports and Social team who arrange a wide
mix of activities and social events, bringing our people together
outside of the workplace.
People and Gender Reporting
We recognise our people are key to our success in delivering the
strategic objectives of the business. Our core values of Innovation,
Quality, Integrity, and Respect were defined by our people and
underpin our working environment and practices. We believe all our
people can make a difference and we continually work to ensure
that they are appropriately developed, engaged, rewarded and
retained. The Culture Programme is designed to further enhance the
employee experience.
The Group’s principal administrative operations are performed in the
Isle of Man on behalf of the wider Group. Management of Hansard
Europe with certain support functions located in the Republic of
Ireland. Employees of our Malaysian and Japanese branches are
included in “Other” below. Regional Sales Managers and related
market development resources are principally based in local markets
to support IFAs and other intermediaries that introduce business to
the Group.
As at 30 June, the number of the Group’s employees (excluding
Non-executive Directors) by location was as follows:
Number
Number
Location
2024
2023
Isle of Man
146
145
Republic of Ireland
16
20
Other
15
20
177
185
Financial Reporting Process
The Group maintains a process to assist the Board in understanding
the risks to the Group failing to meet its objectives. This incorporates
a system of planning and sensitivity analysis incorporating Board
approval of forecast financial and other information. Operational
management reports monthly to the Executive Committee and
Group Risk Forum on a wide range of key performance indicators
and other significant matters. The Board receives regular
representations from the senior executives. Performance against
targets is reported to the Board quarterly through a review of the
Group’s and Company’s results based on accounting policies that
are applied consistently throughout the Group. Draft management
financial statements are prepared quarterly by the CFO.
The members of the Audit and Risk Committee review the draft
financial statements for the half year ending 31 December and
for the full financial year and engage with the CFO to discuss and
challenge the presentation and disclosures therein. Once the draft
document is approved by the Audit and Risk Committee, it is
reviewed by the Board before final approval by the Board.
Financial Reporting
The statement on the responsibilities of the Directors in relation to
the preparation of the accounts and the Directors’ evaluation of the
business as a going concern is contained in the Directors’ Report on
pages 30 to 34.
The Directors as at the date of this report consider that the
Annual Report and Accounts, taken as a whole, are fair, balanced,
and understandable and provide the information necessary for
shareholders to assess the Company’s position and performance,
business model and strategy.
Culture
The Board believes that strong corporate governance underpinned
by a sound culture is fundamental to the success of the Group.
It has sought to create an empowering culture, which values
innovation, quality, integrity, and respect. The Board helps to ensure
appropriate behaviours and culture are instilled throughout the
Group, with the tone and expectations continuing to be set from the
top. In its decision making, the Board aims to reinforce the Group’s
values and reflect the culture it wishes to foster.
Our Culture Programme continues with an agenda which aligns
and supports the delivery of our corporate objectives with areas
that are important to our people. We regularly measure employee
engagement via an anonymous inhouse survey. The results of which
are then discussed in open workshops to understand the key areas
which are impacting employee experience which then help share our
people initiatives.
45
Hansard Global plc Report and Accounts 2024
GOVERNANCE
The gender profile of the Group at 30 June 2024 is split with a total
of 86 male and 91 female employees (2023: 94 male and 91 female).
Within the Executive Committee, there were 5 male executives and
3 female executives. Employees reporting directly to members of
the Executive Committee comprised 14 male employees and 16
female employees. As at 30 June 2024 the Board comprised 6 male
Directors and no female Directors, and the board of the Company’s
principal operating subsidiary, Hansard International Limited,
comprised 6 male Directors and one female Director.
Dr Christine Theodorovics, who was appointed as an Independent
Non-executive Director with effect from 23 January 2023, resigned
from the Board with effect from 29 February 2024. She had been
appointed as CEO of Baloise Luxembourg in the previous year and
decided to step down from the Board to focus on this commitment.
Noel Harwerth has been appointed as a replacement. The gender
profile across the Group is evenly balanced, with a number of senior
executive positions being held by female employees, including
Chief Risk Officer, General Counsel and Company Secretary, and
Head of People and Culture. Although the current composition of
the Board is not in compliance with the Listing Rules requirements
on diversity and inclusion, the intention is to appoint a further
female Independent Non-executive Director later in the financial
year. Following the changes in our leadership team, the primary
focus will be on ensuring stability and continuity in our operations;
thereafter, the Company will be able to take further steps in relation
to compliance with these Listing Rules requirements.
Corporate and Social Responsibility ‘CSR’
Hansard has a long-standing commitment to operating in
accordance with principles and policies which seek to deliver
positives impacts, wherever possible, through its Corporate Social
Responsibility (CSR) programs and initiatives. These encompass
environmental. social and governance (ESG) perspectives and
continue to evolve as the Board anticipates future developments
driven by a broader perspective of sustainability.
For the year ended 30 June 2024 our focus has remained on the
creation of value for our stakeholders over the long term whilst
making a positive impact on the world. To support our continuing
efforts and future focus a Group Sustainability Officer was appointed
during April 2024 to review our approaches and internal practices in
respect of all components of ESG and to progress a review of our
pre-existing CSR Strategy, building on the progress we have made
to date, to deliver a holistic view of our forward-looking ambitions.
This will help to drive continued refinement of our sustainability
goals and
the associated governance, risk management and internal control
arrangements.
In line with these developments our ‘Green Team’ has continued
to promote and actively contribute to ESG-related initiatives
throughout the reporting period, with colleagues from across the
Group dedicating more than 500 hours of their time to internal and
external events, either giving up their own time or utilising Company
approved time for volunteering and supporting activities including:
■
Sponsorship of the 2023 ‘LoveTech’ summer event, which aims
to encourage girls to enter into STEM careers.
■
Introduction of plastics, cans, and glass recycling bins within our
offices to expand our existing recycling activities.
■
Partnering with the Manx Wildlife Trust (MWT), to actively
support a number of initiatives, including:
■Investment in the Crossags Project, the Island’s first carbon
credit scheme, which also aims to enhance the biodiversity
of the area through planting native trees. This is an on-going
five-year commitment, with colleagues participating in an
initial tree planting session to mark the site.
■Field clearance to allow for the regeneration of the Close
Sartfield nature reserve.
■Continuation of our corporate membership of the Trust to
support MWT’s ongoing work.
■Donation to Hospice Isle of Man to help fund part of their
solar array to aid with their sustainability transition and
reduce operating costs.
■
Primary donation to Hospice Isle of Man to help fund a solar
array to aid with their sustainability transition and reduction in
operating costs.
■
Participation in a volunteering day at The Children’s Centre,
helping with the construction of a Roundhouse and pathway to
the Roundhouse.
■
Sponsorship of the annual Shennaghys Jiu Festival, which
provides a unique and inclusive platform for the Island’s
gifted young musicians and dancers and the opportunity for
developing local talent to flourish. The Festival also helps to
build unique and collaborative relations with talented young
people of our Celtic Nation neighbours, extending the Island’s
cultural reach and reputation beyond our own shores.
■
Volunteering by employees around the business with Junior
Achievement Isle of Man, visiting local primary and secondary
schools and helping with the delivery of their programmes.
■
Donating to Junior Achievement Isle of Man to support the ‘It’s
All About Money’ Programme.
■
Gifting desk plants to employees, promoting the benefits of
plants and bringing nature into the office.
■
Sponsorship of tables at a number of local events supporting
various charities, including Manx Mencap and Cruse
Bereavement Support, Isle of Man.
Concurrently the ‘Wellbeing Team’ has continued its valuable
work, with a dedicated Executive Committee member and a clear
mandate that recognises the vital role a positive culture and physical
environment, which encourages healthy lifestyle choices, plays in
the long-term sustainability of Hansard. The Wellbeing Team strives
to promote and support the physical, financial, and mental wellbeing
of all staff members across the Group through the Workplace
Wellbeing Plan (WWP) and associated initiatives.
46
Hansard Global plc Report and Accounts 2024
Hansard Global plc Climate-Related
Financial Disclosures Report, 2024
Initiatives run by the Wellbeing team, to support employees
throughout the year and their endeavours to create a supportive and
successful working environment, have included:
■
Facilitation of a Resilience Code Workshop and 28-day Habit
Formation challenge for Isle of Man based employees.
■
Supporting Mental Health Awareness week through:
■
‘Soundology’ sessions to highlight the importance of sound
in relaxation and relieving stress.
■
A Step Challenge to encourage employees to move
throughout May.
■
‘Wear it Green Day’, with funds being raised for Samaritans.
■
Ice bath session held with InnerAlchemy to promote the benefits
of the Wim Hof Method and cold-water swimming.
■
Collaboration with the Green Team in respect of the Summer
Food Bank donation.
■
Attendance at the ‘Sound Sanctuary’ session held at the
Santander Work Café.
Climate-Related Financial Disclosures
During the year ended 30 June 2024 we have continued to invest in
initiatives supporting the development and expansion of our climate-
related financial disclosures. This section explains the Group’s
ongoing activities to embed climate-related risks and opportunities
into our risk management, strategic planning, and decision-making
processes.
Our reporting seeks to provide both investors and wider stakeholder
groups with a clear understanding of our progress during the
reporting period in identifying, understanding, and disclosing our
exposures to climate related risks and strengthening strategic
resilience to these exposures, whilst also seeking out opportunities
in the mid to longer term.
Whilst we have continued to focus our efforts on climate-related
disclosures, we are increasingly conscious of the benefits and
value inherent within holistic sustainability perspectives and
reporting practices, and the importance of an integrated strategy to
achieve our overall goals and ambitions. Aligning our strategic and
tactical thinking with the objectives and intent of the Task Force on
Climate-Related Financial Disclosure (“TCFD”) recommendations
is helping to drive an inclusive approach to addressing our social
responsibilities as well as our environmental impact and our
governance practices.
The Group recognises that its work to adopt and embed TCFD
recommendations, as well as broader disclosure requirements,
remains an iterative process of learning and refinement as we adapt
and optimise our plans and tackle the challenges inherent within our
journey towards establishing, expanding, and embedding our ESG
targets.
47
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Introduction and TCFD Report Overview
Our TCFD Journey:
In addition to its obligations associated with TCFD a range of other
important factors continue to contribute to the Group’s TCFD
journey and drive positive progress towards our TCFD-related goals
and objectives. The Hansard Group is proud to call the Isle of Man
home, and we remain proactively committed to supporting the Isle
of Man Government’s initiatives associated with the sustainability of
the Island’s future. This includes support for ‘Finance Isle of Man’ as
they progress their work to develop a three-year Roadmap to create
a more sustainable economy on the Island, scheduled for launch
during November 2024. The Island continues to be designated as
a UNESCO Biosphere in recognition of its special environment,
culture, heritage, and economy and is the only Biosphere that
encompasses an entire nation, which includes all the Island’s land
and territorial sea, and Hansard remains a UNESCO Biosphere Isle
of Man Business Partner, with the pledges made used as drivers in
our decision making. As a responsible island nation, the Isle of Man
is particularly aware of the local and global impact of climate change
and of the social and environmental imperative for action, with the
Island committed to reaching carbon neutrality by 2050.
It is against this backdrop that the Group has progressed its work
during the 2024 financial year to enhance and embed its approach
to the management of climate-related and broader ESG risks
under the four pillars of the TCFD recommendations. The Group
remains committed to iterative improvements in its disclosures and
subsequent reporting arrangements, across short-, mid- and longer-
term time horizons for the benefit of the Group’s investors and wider
stakeholder cohorts. Achieving maturity of both qualitative and
quantitative metrics and broadening their scope from carbon-related
to climate-sensitive exposures, risks, and opportunities, remains a
priority in the near-term.
Our Approach
Climate-related risks and opportunities are an intrinsic element of
the Group’s broader strategic perspectives. ESG-related risks are
defined, at the highest level, as those risks arising from a failure
to anticipate and respond to actual or emerging environmental,
social and governance threats, challenges or opportunities, or to
successfully integrate ESG into the Group’s strategic and business
planning activities
Risk mitigations include:
■
Actively building ESG considerations into strategy development
and business planning processes through structured analysis,
formal assessment mechanisms and cross-functional
collaboration.
■
Factoring emerging ESG risk issues into key decision-making
and understanding the impacts for the tools and methodologies
currently used to manage risk, including governance structures,
risk ownerships, risk and control self-assessment principles,
regulatory developments, third party service provisions and
effective reporting.
■
Developing and updating relevant components in relation to
the ESG risk domain – including policies, procedures, risk
indicators, management data and stress testing; and
■
Initiatives addressing cultural alignment and structural resilience,
which encompass core sustainability considerations.
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Hansard Global plc Report and Accounts 2024
Hansard Global plc Climate-Related
Financial Disclosures Report, 2024 continued
Relevant details of the Group’s work during the reporting period are
organised under the four pillars of the TCFD disclosure framework,
below. Areas prioritised for attention in terms of enhancing
the quality and substantive nature of the Group’s disclosures,
targeted at achieving full compliance with the framework, include
disclosures relevant to the environmental impact of our assets
under administration, iterative enhancement of the understanding
of climate-related risks within our regularly assessed range of risks
to the business and the resilience of our Group strategy to various
scenarios. A summary of our disclosure report is presented at figure
1 below.
Pillar
Description
TCFD Recommended
Disclosure
2024
2023
Our Disclosure
Governance
Disclose the
organisation’s
governance around
climate-related
risks
a. Describe the Board’s
oversight of climate-related
risks and opportunities.
Our TCFD Report provides an overview of our
governance arrangements associated with
our Sustainability strategy, which incorporates
our governance of climate related risks and
opportunities. We also describe how these
arrangements support Board oversight and
monitoring of progress against goals and targets
as well as the roles and responsibilities of
Management and how these are coordinated to
ensure robust, coherent and coordinated action.
b. Describe Management’s role
in assessing and managing
climate-related risks and
opportunities.
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.
Our TCFD Report describes our strategic
intent in relation to climate-related risks and
opportunities and the structure of ‘sustainability
pillars’ supporting delivery of this intent. We set
out the progress we have made in determining
relevant time horizons, the main categories of risk
exposure and the results of scenario analysis for
the reporting period. We will continue to refine
our climate related scenario testing during the
2025 financial year. We also describe some of our
important collaborations with local environmental
agencies and sustainability initiatives.
b. Describe the impact of
climate-related risks
and opportunities on the
organisation’s businesses,
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.
Figure 1: Summary Disclosure Report
Disclosure Summary: (Key to report: 1 = fully coloured circle (full/green), 2= three quarters complete circle (near complete/yellow), 3
= half coloured circle (partial/amber), 4 =empty circle (omitted/red)
49
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Pillar 1 - Governance
The Board retains overall responsibility for the effective functioning
of the Group’s governance, risk management and internal
control arrangements associated with sustainability-related risks
and opportunities. This includes responsibility for determining,
evaluating and controlling the nature and extent of these risks and
opportunities, taking account of the varying levels of strategic,
financial and operational stresses, potential risk scenarios and
emerging as well as existing climate risk exposures over short,
mid and long-term time horizons. These activities are governed
by the protocols of the established ERM Framework, defined and
described in more detail under ‘Pillar 3 – Risk Management’, below,
which include both top-down and bottom-up risk assessment
bases.
During the year ended 30 June 2024 the conventions of the ERM
Framework have enabled the Board to continue to develop its
oversight of ESG-related risks and opportunities, via quarterly
and annual risk reporting to the Group Audit and Risk Committee,
which has included analysis and challenge of results from the
formal cycle of relevant stress and scenario testing. The Board has
also sought opportunities for development of the pre-existing CSR
Strategy, and enhanced, effective integration of climate-related
risks and opportunities into the Group’s structure and decision-
making processes, with clear accountability and ownership for risk
management allocated to members of the Executive Committee.
The Green Team has continued to support this work, driving
corporate focus on the collation and analysis of climate and
emissions data and initiatives together with broader sustainability
priorities, promoting measurable and achievable targets and metrics.
Pillar
Description
TCFD Recommended
Disclosure
2024
2023
Our Disclosure
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.
Our TCFD Report explains how the protocols of
our embedded ERM Framework have enabled
climate-related risk identification, assessment and
management processes to be integrated into our
risk management activities. We also describe how
ERM reporting conventions support our climate-
risk governance arrangements.
b. Describe the organisation’s
processes for managing
climate-related risks.
c. Describe how processes for
identifying, assessing and
managing climate-related
risks are integrated into the
organisation’s overall risk
management.
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.
Our TCFD Reports sets out the most relevant
and applicable data, in respect of emissions and
energy for which we are responsible, measured in
tCO2e.We also describe the results of progress in
calculating and measuring Scope 3 emissions and
our plans for future improvements in all target and
metric data measurement and disclosure.
b. Disclose Scope 1, Scope 2
and, if appropriate, Scope 3
greenhouse gas emissions
(GHG), and the related risks.
c. Describe the targets used
by the organisation to
manage climate-related
risks and opportunities
and performance against
targets.
50
Hansard Global plc Report and Accounts 2024
Hansard Global plc Climate-Related
Financial Disclosures Report, 2024 continued
integral and embedded element of decision-making in respect
of overall Group strategy, policies, and actions. The Group’s
sustainability goals are considered within the context of wider
industry experience and stakeholder perspectives, having regard
to the aggregate levels and types of risk the Board is prepared to
accept within risk capacity, in pursuit of strategic and business plan
objectives. The governance structures which support the Board’s
oversight of ESG-related risks include the Executive Committee,
the Group and subsidiary entity Audit and Risk Committees, the
Group Risk Forum and the Investment Committees of both Hansard
International Ltd (HIL) and Hansard Europe, Designated Activity
Company (HE dac). The Investment Committees and the Group Risk
Forum also consider ESG related reporting as a standing agenda
item, ensuring that priorities and considerations remain aligned
with those of the Group Board and there is a structured approach
to the identification of climate-related risks. Protocols remain in
place to enable ESG-related decisions made by the Investment
Committees to be communicated via the respective Boards to
the Hansard Global Plc Board. A summary view of the Group’s
governance structures supporting the Board’s oversight of risks and
opportunities is presented at figure 2 below.
Figure 2: Group Governance Structures
During the year ended 30 June 2024 the Board has continued to delegate activities to the Executive Committee, with two members of the
Committee, supported by the Sustainability Officer, having specific accountability for oversight of deliveries and progress reporting. The
‘Green Team’ and the ‘Wellbeing Team’ have actively progressed a range of important initiatives across the ESG spectrum, including in
relation to climate-related ambitions and data-collation improvements.
HG plc Board
The Group Board sets ESG strategy and retains responsibility for the
effective functioning of the associated governance and
oversight arrangements
Group & Subsidiary Audit and Risk
Committees
Oversee and monitor progress in strategic
deliveries and the integrity of reporting, giving
necessary consideration and challenge of
progress to plan and compliance with
compliance obligations
Group Risk
Forum
Ensure that priorities
and considerations
remain aligned with
Board strategic
direction and there
is a structured
approach to the
identification, analysis
and reporting of
climate-related
risks
Chief Executive
Officer
Leads ExCo.
deliveries and
execution of
ESG strategy
HE dac
Investment
Committee
Driving and developing
responsible investment
policies and practices,
aligned with Board
strategy
HIL Investment
Committee
Driving and
developing responsible
investment policies
and practices, aligned
with Board strategy
Chief Risk
Officer
Oversees the
effective functioning
of the Group ERM
Framework
ExCo
The Group Executive
Committee define and
facilitate climate-
related business
plan objectives and
outcomes consistent
with the strategic
direction and
objectives set by
the Board
CSR Workstream
Drive corporate focus on
the collation and analysis
of ESG and climate/
emissions data and
initiatives
Green Team
Specific focus on
climate and emissions
improvements an
support on climate-
related initiatives
Wellbeing Team
Focus on internal social
and wellbeing initiatives
to engage employees and
create a positive working
environment
Sustainability Officer
Provides technical and advisory support to the
Business in respect of all sustainability issues,
including monitoring regulatory developments,
reporting obligations, risks, trends and
identifying areas of improvement.
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Hansard Global plc Report and Accounts 2024
GOVERNANCE
Pillar 2 - Strategy
The Group’s strategic goals in terms of climate-related risks and opportunities are focused on the creation of long-term value for our
stakeholders whilst making a positive impact on the world. The Group aims to deliver its strategic objectives in this regard and build a
sustainable future through focus on three key elements.
Our Planet
Minimise our
environmental
footprint
Our Governance
Ensure our
business is
operating in a
sustainable way
Continue to reduce waste
(e.g. paper, plastic, energy)
Reduce our GHG emissions and support the
creation of carbon stores
100% reduction in Scope 1 & Scope 2 carbon
emissions, gross of offsets, by 2050
Ensure we have the right policies and
procedures in place to support a sustainable
business over all time horizons
Use our corporate talents to invest in and
develop the skills of young people
Support good causes through donations and
employee volunteering hours
Offer sustainable investment choices to
people around the world
Collaborate with suppliers to achieve our
sustainability goals
Our Society
and
Our People
Make a positive
contribution to
society and
supporting our
people
Align and integrate our sustainability principles with our
overarching corporate strategy and business plans
Ensure our decision-making aligns with our
UNESCO Biosphere Pledge and the UN
Sustainable Development Goals
Allow our people to grow and develop
themselves within our business
Build a better future for all our stakeholders
Ensure the principles and objectives of our corporate
governance frameworks are a key driver of our
Sustainability Strategy
Our Three Sustainability Elements
100% reduction
in Scope 1 & 2
carbon
emissions by
2050
Investment in
local
biodiversity
gain and
carbon capture
projects
Reduce
consumption
levels across
areas of the
business
+
+
Our planet
Minimise our
environmental
footprint
=
Engagement:
•
We will continue to drive
sustainability initiatives and
community engagement
through the Green Team
Communication:
•
We will expand our
sustainability communication
platform to incorporate
learning initiatives, which will
continue to keep our people
informed, educated and
engaged.
Waste:
•
We will continue to segregate
and encourage recycling
alongside overall waste
reduction by monitoring waste
and water usage.
Paper:
•
We will maintain our use of
100% recycled paper and 25%
reduction in paper use by
employees.
Plastics:
•
We will retain our stance on
avoiding business and staff use of
non-essential single-use plastics,
where there is a suitable
alternative.
Renewable energy:
•
We will move to 100%
renewable energy with all
offices as soon as it is feasible to
do so.
•
We will move to an EV company
van by 2026.
Business travel:
•
We will continue to minimise non-
essential business travel as we
further explore the feasibility of
introducing a ‘carbon budget’ for
all business areas.
Offsetting our Carbon Footprint:
•
We will continue our endeavours
to reduce our emissions and
where we cannot achieve this we
will look to offset through verified
local projects, or projects where
our clients are based.
Measure & Report:
•
We will continue to capture and monitor
our Scope 1 & 2 carbon emissions and
refine our plan to achieve our emissions
targets.
•
We will continue to gather more data sets
in relation to our Scope 3 carbon
emissions, working with stakeholders to
achieve this.
ACTION PLAN
Element 1: Our Planet
52
Hansard Global plc Report and Accounts 2024
Hansard Global plc Climate-Related
Financial Disclosures Report, 2024 continued
Support young
people and
provide
opportunities for
career
development
Support our
Island
community,
culture and
heritage and
promote
collaboration
Understand
and meet the
needs of our
stakeholders
+
+
Our Society
and
Our People
Make a positive
contribution to
society and
supporting our
people
=
Careers:
•
We will continue to provide
opportunities and careers to
young people in the fields of
technology and finance and
provide training and
development opportunities to
existing employees.
STEM:
•
We are using our in-house
expertise and work with
charities to encourage and
support young people and girls
to pursue careers in STEM
sectors.
Good causes:
•
We will continue to support a
range of good causes within the
community through matched
donations, sponsorships,
fundraising, and support for
employee volunteering days.
Proposition:
•
We plan to offer global clients a
sustainable proposition by 2025.
Support:
•
We are providing support to the
Isle of Man Government and
other local bodies to help
support the sustainability
transition on the Island.
Suppliers:
•
We are collaborating with suppliers
regarding their ESG targets. We will select
suppliers with longer-term sustainable
practices, that align to our strategy, by
using ESG factors as part of our supplier
selection process from FY2025.
•
We will move away, wherever possible,
from suppliers with poor sustainability
performance from 2027.
ACTION PLAN
Resource:
•
We have created a Sustainability
Officer role, with responsibility
for driving sustainability
internally and engaging with
external stakeholders.
y
p
ESG funds:
•
We provide visibility of the
Morningstar Sustainability Ratings and
carbon ratings of our funds to our
clients and brokers through our online
portals.
The Group’s approach to the management and mitigation of climate-
related and broader ESG risks and opportunities is built within the
context of its overarching corporate strategy and business plans.
The Group’s products are unit-linked regular or single premium
life assurance and investment contracts, which offer access to a
wide range of investment assets. The contracts are flexible, secure,
and held within wrappers, allowing life assurance cover, or other
features, depending upon the needs of the client. The contract
benefits are directly linked to the value of those assets that are
selected by, or on behalf of, the client and held within the wrapper.
The Group’s products do not currently include any contracts
with financial options and/or guarantees regarding investment
performance, which can require additional capital to be held. Levels
of service and the delivery of fair client outcomes, the nature of
the Group’s products, the use of technology, and the ability of
the contract holder to reposition assets within a contract are all
designed to achieve retention of the contract holder relationship
over the long-term.
Regulatory compliance:
•
We will proactively incorporate
and adhere to emerging
regulation in relation to
sustainability reporting.
Behaviour:
•
We will continue to promote a
culture that ensures we operate
ethically, responsibly and
sustainably, creating a shared
mutual respect across the
business.
Accountability and transparency:
•
We share our practices to
provide transparency to our
shareholders and wider
stakeholders.
ACTION PLAN
Engagement:
•
We will engage with
stakeholders to ensure their
concerns are considered when
making business decisions.
Financial and operational stability:
•
We will work to ensure that the way
our finances are managed, and
governance frameworks are
embedded is done so in a way that
will provide long-term stability and
resilience.
Strategy:
•
We will continue to embed
sustainability within our
corporate and business
strategies as more focus is
placed on sustainability related
issues.
Our
Governance
Ensure our
business is
operating in a
sustainable way
=
To ensure we
are operating in
a way that
focuses on the
long-term
53
Hansard Global plc Report and Accounts 2024
GOVERNANCE
The main source of income for the Group continues to be the fees
earned from the administration of insurance contracts. These fees
are largely fixed in nature and amount. Approximately 30% of the
Group’s revenues, under IFRS, are based upon the value of assets
under administration. The new business generated in a particular
year is expected to earn income for an average period of 15 years.
Business is therefore long term in nature both from a contract holder
perspective and with regards to the income that is generated, which
supports business overheads, business investment, remuneration
of the distribution network and payment of dividends, whilst
contractual obligations can range from 5 years to over 25 years.
All of these business model aspects are contributing factors to the
Board’s determination of relevant short, medium, and long-term
time horizons, respectively classified as 0-5 years, 6-10 years and
>10 years. These time frames support analysis and assessment
of climate-related risks and opportunities, together with broader
sustainability considerations, which have the capacity to impact
the Group’s strategy, business plans and financial performance.
The Board’s perspectives on these aspects of the risk portfolio are
value-driven in terms of improving resilience and demonstrating
to clients, investors, regulators, and wider stakeholder groups
that ESG-related risks and opportunities, including those having
a climate related nexus, are properly understood. This is achieved
through forward-looking analysis and evaluation, with concurrent
consideration of tactical business planning, operations, and
underwriting and investment activities, in order to contribute to a
sustainable transition to a low-carbon economy.
The Group’s risk management arrangements, described in more
detail at ‘Pillar 3 – Risk Management’ below, operate on a cyclical
basis to enable the Group Board and the Executive Committee
to properly assess and understand, at a practical level, the major
sources of risk facing the Group, on short-, mid-, and long-term
time horizons, and the capital required to cover those risks, under
both normal and stressed conditions. Internal and external risks are
considered, together with emerging risks and any risks associated
with the Group’s systems of governance, having regard to capital,
performance, and strategic information, which ultimately provides
the Board and Executive Committee with substantiated bases
relevant to decision making. Forward-looking business plan and
solvency projections use a range of stress and scenario testing and
analyses to evaluate the adequacy of the Group’s overall financial
resources, including capital and liquidity resources. The stress and
scenario tests are derived from analytical review of the Group’s
risk universe, enabling distinguishable patterns of impact to be
considered and allowing plausible risk scenarios to be approximated
into impact types, with attention given to both single test and multi-
factor scenarios.
During the year ended 30 June 2024 ERM protocols and work to
support climate-related financial disclosures have considered the
plausibility of environmental and climate-risk stresses emerging
over the duration of the forecast period. Associated analyses have
focussed on the impact of the Group’s business on the environment
as well as the capacity for future environmental disruption to the
Group’s strategic and business plan objectives and targets, taking
account of both physical and transition risks.
Physical risk analysis has included the likelihood and impact of
extreme weather events occurring over the duration of the business
plan period and their capacity to provoke any combination of the
following events:
• Operational resilience failure due to technological disruption,
utility failure, power outage, loss of use of premises and/or
significant reduction in the number of available personnel, which
may impact the Group directly, or via an outsourced service
provider.
• Damage to critical national infrastructure in one or more
jurisdictions of material importance to the Group’s strategic
plans, impacting existing customers, intermediaries and/or new
distribution initiatives and targets.
• Macroeconomic disruptions causing adverse market movements
with the potential to impact asset values and revenues to material
levels.
Analysis of transition risks has considered the disruptions and
shifts associated with advancement towards a low-carbon
economy and the potential for these to impact the value of assets,
erode important revenue streams and/or increase the costs of
doing business. Transition risks may emerge through changes in
policyholder, or other stakeholder expectations, market dynamics,
technological innovation, and/or reputational factors. Key examples
of transition risks include policy changes and regulatory reforms,
which affect specific classes of financial assets relevant for available
investments, whilst social movements and civil society activism may
pose a risk of reputational damage, if appropriate risk mitigation
strategies and communication actions are not implemented
appropriately. Associated risks may emerge more readily in the
event that the Group fails to adequately prepare for, or substantively
comply with, mandated climate-risk disclosure obligations and/or
its disclosures are found to be deficient. Stress and scenario test
modelling during the year ended 30 June 2024 has explored the
balance sheet impacts of physical and transition risks crystallising
as a combination of expense, market and production stresses.
54
Hansard Global plc Report and Accounts 2024
Hansard Global plc Climate-Related
Financial Disclosures Report, 2024 continued
Type
Climate Related Risks and Opportunities
Potential Financial Impacts
Mitigants
Transition Risks
Policy and Legal
- Short Term - Increased pricing of GHG
emissions.
- Medium Term - Restrictions on fuel types
available.
- Medium Term - New reporting requirements
associated with climate and ESG in general.
- All Terms - Potential legal or regulatory action
as a result of failing to follow new reporting/
disclosure obligations.
- Increased operational costs.
- Potential costs of transitioning to different
fuels.
- More staff required to cover new and
existing reporting requirements.
- Costs of both compliance and non-
compliance.
- Strong governance, risk
management and internal control
frameworks to ensure effective
horizon scanning, analysis
of foreseeable change and
emerging risks
- Iterative development of robust
ESG/Sustainability strategy and
policy maintenance
Technology
- Short Term - Increase in sustainability-friendly
energy options.
- Medium term - Potential to invest in new
technology solutions is lost through uncertainty
over future direction and ESG strategy.
- Medium term - The opposing possibility
that excellent opportunities arise and smart
investments are made.
- Long Term - Failure to invest in technologies
that are climate disaster resilient may result in
disruption to strategic priorities.
- Quick response to and adoption of new
solutions results in progress to target,
increasing stakeholder confidence.
- Sunk costs and unhappy clients, resulting
in a fall in consumer confidence, new
business and income.
- Increased returns for both the company
and its clients.
- Non-modernised platforms may dissuade
any potential new customers and
undermine strategic/business plan targets.
- Integration of ESG and
sustainability policy
considerations within broader
strategic and business planning,
commercial and tactical initiatives
- Responsible technology
policies and practices with clear
decommissioning arrangements.
Market
- Short Term - Customer desire to shift portfolio
towards companies/investments with clear
ESG direction.
- Medium Term - Increased costs of fossil fuels
for everyday customer activities e.g. travel and
heating
- Long Term - Certain markets become obsolete
as scarcity increases and/or stringent
regulations make investing in them ineligible.
- Failure to provide clarity on ESG may
cause customers to transfer their
investments to competitors.
- Customers have less disposable income
to invest resulting in less fees generated by
the company and thus falling profits.
- Failure to adapt in line with changing
market sentiment may reduce or negate
investment returns.
- Transparent reporting and
stakeholder communication
practices
- Distribution and product
development strategies which
anticipate changing sentiments
and demands
- Stress and scenario testing
addressing forward-looking risks
supporting identification/analysis
of emerging challenges and
barriers to business
A summary of underlying analysis is presented below.
Figure 7: Climate Impact Analysis
55
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Type
Climate Related Risks and Opportunities
Potential Financial Impacts
Mitigants
Transition Risks
Policy and Legal
Reputation
- Short - Medium Term - Shift in the wants and
needs of company stakeholders.
- Medium Term - Failure to show improvement
and progress towards ESG targets may result
in lack of investor confidence.
- Long Term - Loss of market share to
competitors as they approach their net zero
targets with real progress while we fall wide of
ours.
- Failure to satisfy stakeholder needs or
priorities, resulting in unplanned expense/
operating costs.
- Share price begins to fall, with existing
investors exiting and dissuading new
investors.
- Competitive positioning undermined due
to failure to demonstrate commitment to
ESG principles and objectives.
- Strong governance, risk
management and internal control
frameworks to ensure effective
horizon scanning, analysis
of foreseeable change and
emerging risks
- Integration of ESG and
sustainability policy
considerations within broader
strategic and business planning,
commercial and tactical
initiatives
- Iterative review and improvement
of ESG/sustainability strategy
Physical Risks
Acute
- All Terms - Increased risk and geographical
coverage of extreme weather events such as
flooding, cyclones/hurricanes and heat waves.
- Customers have less disposable income
to invest, due to costs of event recovery,
resulting in decreased appetite for
products and decreased revenues.
- Anticipation of, or actual destructive
weather events, may result in strategic,
business plan and/or operational
disruptions and unplanned expense.
- Strong governance, risk
management and internal control
frameworks to ensure effective
horizon scanning, analysis
of foreseeable change and
emerging risks
- Integration of ESG and
sustainability policy
considerations within broader
strategic and business planning,
commercial and tactical
initiatives
Chronic
- Medium - Long Term - Widescale
environmental damage results in scarcity of
multiple resources.
- Long Term - Habitability of certain locations
becomes unsustainable, resulting in loss of life
or mass migration.
- Permanent increases in cost of operating
as scarcity increases price may result in
diminished profits and potentially make
continuation of business unsustainable.
- Failure to adapt to a worldwide shift in
demographic could result in significant
loss of business and sustainability of future
plans.
- Expense stresses emerging from
medium and long term climate
risks considered via ORSA and
pre-emptive risk analysis
- Integration of ESG and
sustainability policy
considerations within broader
strategic and business planning,
commercial and tactical
initiatives
Whilst climate-related issues have not presented a material impact
to the Group’s financial performance or position to the date of
reporting, scenario testing during the year ended 30 June 2024 was
calibrated to consider extreme but plausible stresses, reasonably
foreseeable within the forecast period, arising via the physical and
transition events described above. Scenario testing combined
market stresses with lower production and a recurring increase in
expenses. The results of testing confirmed that, in the absence of
mitigating measures, a multi-factor scenario could have the potential
to disrupt key financial metrics, compared to base plan targets, due
to reduced sales volumes and compromise of planned expense
savings, with a deteriorating trajectory. Overall modelling provided
a compelling view of the value attaching to the Group’s climate and
broader sustainability risk management and mitigation measures.
On this basis, whilst the transition to a low-carbon economy is not
expected to generate critical impacts for our business model
56
Hansard Global plc Report and Accounts 2024
Hansard Global plc Climate-Related
Financial Disclosures Report, 2024 continued
Simultaneously the Board have recognised that there are clear strategic and commercial opportunities and benefits, both primary and
secondary, associated with embracing a strategic response to sustainability issues:
or financial performance the Group’s work in anticipation of and
preparation for broader sustainability reporting, including non-
climate related sustainability disclosures, will strengthen analysis
of reasonably foreseeable risks and impacts on a broader ESG
spectrum. The results of this work will enhance the resilience of
the Group’s management and mitigation strategies, ensuring that
both short- and long-term financial planning and strategic decision-
making take account of the growing significance of sustainability
risks and opportunities under five key risk dimensions, which include
economic risks, environmental risks, geopolitical risks, societal risks
and technological risks.
Further maturity of data and analytics will remain a priority for the
2025 financial year and will continue to deliver more substantive
understanding of the range and plausibility of subordinate risks and
opportunities within the main exposure categories and their capacity
to impact specific areas of the Group’s business, over the identified
short, medium and long-term time horizons. Consideration will then
be given to the extent to which these issues might crystallise as a
material financial impact for the Group and its stakeholders. This
will include further analysis of climate-related issues that affect the
geographical regions in which we generate revenues – on a current
and forward-looking basis, to enable more geographically specific
disclosures, where these prove to be useful and value adding.
The Group is continuing its work towards achieving its aims of
reductions in gross GHG emissions, which have been established
and approved by the Board via work undertaken during the 2024
reporting period. These are intended to create a solid foundation for
the shaping of our initiatives and the actions needed to mitigate the
Group’s environmental impact through the gross reduction of Scope
1, 2 and 3 emissions on a long-term, sustainable basis, recognising
that their effectiveness and integrity are as significant as the pace
of their achievement. Whilst we have reduced emissions over the
reporting period (as described in Pillar 4 below), and it remains the
aim of the Group to continue to reduce emissions, in the interim
investing in carbon offsets has been important. This is further
described in Pillar 4 below.
Figure 7
Business Benefits
Engender
better staff
engagement
Positive
contribution to
climate change
mitigation
Attract and
retain
employees
Build a more
sustainable
business
Enhance brand
and reputation
Cost reduction
•
Various studies have shown that employees
show higher levels of commitment, loyalty,
trust, engagement, and are more satisfied with
their jobs within a socially and environmentally
responsible business.
•
Taking action to reduce our carbon footprint
has a direct benefit in creating a healthier
environment for people to live and work
within.
•
Within the Gen Z and Millennial generations,
the success of a business is not just measured
by profits, but the overall impact the business
has. So, to meet this expectation, there is a
drive to be more sustainable.
•
By implementing more sustainable practices
and have a long-term view, the assumption is
that the business will become more
sustainable.
•
As a service provider, we don’t have large
operational costs, but where we can reduce our
consumption and waste, it will have cost savings
(business travel, electricity, stationary etc.).
•
Connecting with the community builds trust
and enhances our reputation, leads to
collaboration opportunities for growth and
helps to mitigate risk linked to social issues.
Governance benefits
Social benefits
Environmental benefits
Regulatory
compliance
Improve
productivity
Increase
growth
Reduce
business risk
Satisfy investor
demands for
transparency
•
Anticipating changes linked to sustainability,
such as climate and social change, will help us
to adapt to and reduce our exposure to those
risks.
•
Working from home flexibility and volunteer
days helps to provide a better work / life
balance that suits the various needs of our
employees, leading to a more productive and
fulfilled workforce.
•
By implementing more sustainable practices
we will have a stronger platform for future
growth.
•
Building transparency will support our disclosure
obligations in respect of climate related risk, and
broader social, environmental and governance
risks and contribute to stakeholder satisfaction.
•
Staying ahead of ESG related regulation and
anticipating change will help the business to
engage with regulatory objectives and intent as
well achieving compliant practices.
A sustainable
supply chain
•
Choosing suppliers who share the same values
and align to the same targets will help us to
fulfil our targets and create stronger
relationships with those suppliers.
57
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Pillar 3 – Risk Management
As with all businesses, the Group is exposed to risk in respect of
its strategic and business plan objectives. The Board has overall
responsibility for the Group’s system of risk management and
internal control and for reviewing their effectiveness, supported
by the governance structures, and reporting arrangements of
the ERM Framework. These have been adapted to assist with
the identification and management of sustainability related risks,
enabling the Group to readily apply its well-established and
embedded risk management conventions and processes to identify,
understand and assess relevant risks and opportunities in a manner
consistent with the approach for all other risks to which the Group
is or may be exposed. The ‘Schedule of Powers Reserved to the
Board’ ensures that the Directors are responsible for determining,
evaluating, and controlling the nature and extent of such risks and
opportunities, including both quantifiable and non-quantifiable risks,
and for assessing the effectiveness of the Group’s ERM Framework.
An overview of the associated protocols is set out below.
The overall scope of, responsibilities for, and approach to risk
management, through which the Group’s risk management activities,
processes and procedures are to be directed and controlled,
are set out within the ERM Policy, which governs the consistent
identification, measurement, assessment, management, monitoring
and reporting of all risks. The Board recognises the need to ensure
that the risk management system is effective and well-integrated
into the Group’s structure and decision-making processes, with
clear accountability and ownership for risk management. On this
basis the ERM Framework seeks to add value through embedding
risk management and effective internal control systems as
continuous and developing processes within strategy setting,
programme level functions and day-to-day operating activities. The
ERM Framework also acknowledges the significance of operating
culture and values in relation to risk management and their impact
on the overall effectiveness of the internal control framework.
The Policy objectives and conventions of the ERM Framework,
which are mature and well embedded, guide and govern the
identification, assessment, management, monitoring and reporting
of risks. These conventions are actively supporting the work
to accommodate and integrate focus on and quantification of
sustainability related risks and exposures at strategic, programme
and operational level such that layers of core activity support each
other and the relative significance of climate-related risks, within
the context of the broader risk portfolio, can be determined. This
is enabled by the application of risk appetite metrics, tolerance
thresholds and ultimate boundaries, which are used to quantify risk
issues and emerging risks with outputs reported to the Board on at
least a quarterly basis.
Within this context, and consistent with the Group’s ERM protocols,
risk management processes are undertaken on both a top-down
and bottom-up basis. The top-down aspect involves the Board
assessing, analysing, and evaluating what it believes to be the
principal risks facing the Group. The bottom-up approach involves
the identification, review, and monitoring of current and forward-
looking risks, including climate-related and broader sustainability
risks on a continuing basis at functional and divisional levels, with
analysis and formal reporting to the quarterly Group Risk Forum,
and onward analytical reporting to the Audit and Risk Committee.
The Audit and Risk Committee receives regular reporting from the
Group’s Chief Risk Officer in relation to the outcome of periodic risk
assessments undertaken by management in line with the governing
principles and practices of the ERM Framework.
The ‘Risk Universe’ captures the range of material inherent risks,
which are identified as having the capacity to prevent or limit
the achievement of business objectives, taking into account the
recommendations of the Group Risk Forum, the Audit and Risk
Committees and the Chief Risk Officer. The ‘Risk Universe’ supports
the structure and functioning of both the ERM Framework and the
Board Approved Risk Appetite Statement. Effective maintenance
of the Risk Universe is dependent upon strategic and business
objectives over appropriate time horizons being actively maintained.
The Group’s material inherent risks are classified into five main risk
categories and then grouped into categories of subordinate risk,
with the Risk Appetite Framework sharing the same structure. This
taxonomy of risks strengthens the monitoring of risk appetite as it
is reflective of the nature of the risks to which the Group is or could
be exposed in the pursuit of its business objectives and corporate
strategies. Risk identification, measurement, monitoring, managing,
and reporting under the Group’s ERM Framework are based on
this taxonomy and the approach enables a holistic and integrated
view of climate-related risks and those with a broader sustainability
nexus.
Risk Appetite is the aggregate level and types of risk the Board is
prepared to accept, within risk capacity, before action is deemed
necessary to reduce the risk. Risk Appetite represents the balance
between the potential benefits and rewards of commercial
decision-making and innovation versus the threats that change,
and development inevitably bring. Risk Capacity is the maximum
level of risk at which the Group can operate, whilst remaining within
constraints implied by capital, funding needs and the expectation of
shareholders.
The Board has an agreed Risk Appetite Statement, structured
according to the taxonomies described above, which is
comprehensive and clear to all stakeholders. Where the Board sets
its Risk Appetite at principal risk category level, such Risk Appetite
is applicable to the aggregate of the sub-risks within the specific
Risk Category. The Group’s Risk Appetite over the short, medium,
and long-term time horizons is reviewed annually.
For some risks within the Group’s risk universe, such as strategic,
reputational group and some aspects of climate risks, the holding
of capital by itself is considered by the Board to be an inappropriate
mitigating measure. The governance, risk management and internal
control mechanisms, which constitute the ERM Programme,
promote the capture and analysis of non-quantifiable risks with
assessment against the respective risk appetite metrics approved by
58
Hansard Global plc Report and Accounts 2024
Hansard Global plc Climate-Related
Financial Disclosures Report, 2024 continued
the Board. This approach, driven by ERM protocols, ensures that
all risks within the risk universe (quantifiable and non-quantifiable)
are treated with equivalence and reporting on risks is not limited
to those which only support calculation of solvency requirements.
This methodology allows the nature of the Group’s principal and
subordinate risks, relative to strategic and business objectives
to be considered via stress and scenario testing and movements
in Hansard’s risk profile, relative to risk appetite, to be identified,
managed, monitored and reported on a continuing basis. Additional
details of stress and scenario testing relating to climate risks are
described above as part of Pillar 2 – Strategy.
To demonstrate whether the Group is being managed in accordance
with the Board’s approved Risk Appetite, periodic risk appetite
tolerance assessments are carried out and reported to the Audit and
Risk Committee.
Further details on the Company’s overall ERM Framework can be
found in the Risk Management and Internal Control section on
pages 20 to 22 and in the Principal Risks section on pages 23 to 27.
59
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Pillar 4 – Metrics and Targets
The Group aims to promote sustainable business practices on a
holistic basis, including controlling and reducing environmental
impacts. In order to be meaningful this requires an informed
understanding of climate-related considerations, such as physical
and transition risks, climate resilience and GHG targets, and a
substantive assessment of the Group’s generated emissions,
together with recognition of the value for all stakeholders in the
use of clear, meaningful metrics to measure and manage climate-
related risks and opportunities. The Group’s metrics and targets are
intended to evidence and demonstrate how the Group is working
to achieve reductions in its energy use (measured in tCO2e),
consequent emissions and environmental impacts and establish
sustainable business practices. To calculate our emissions, we
follow the Greenhouse Gas Protocol (GHGP) Corporate Standard.
Under this Protocol we categorise emissions on the following basis:
■
Scope 1: Direct emissions from gas, refrigerants, and owned
vehicles.
■
Scope 2: Indirect emissions from the generation of acquired and
consumed electricity, which are a consequence of our activities,
but originate at sources owned or controlled by another
organisation; and
■
Scope 3: Value-chain emissions, having regard to both upstream
activities – typically business travel, employee commuting,
waste generation, purchased goods and services and capital
goods, and the downstream impacts of our business – typically
linked to investments made or enabled by the Life Companies of
the Group.
Benefitting from the relationship established over the last two
years, we have again worked with the Environmental Sustainability
Index (ESI) Monitor, utilising their online application FutureTracker,
to upload and record our environmental footprint data, across
Scopes 1, 2 and 3 and provide useful industry benchmarking. The
subsequent 2024 Environmental Footprint Report is then used to
inform our Metric and Target Pillar disclosures and enable refinement
of our sustainability goals and associated policy objectives. Data for
the financial year ended 30 June 2024 is set out in figure 9 below,
representing the most relevant and applicable data in respect of
emissions for which Hansard is responsible via its energy use,
measured in tCO2e. This does not currently include measurement of
other GHG’s identified under GHGP or incorporate CO2 equivalent
measurements.
Scope
Description
2024 (tCO2e)
2023 (tCO2e)
2022 (tCO2e)
1
Emissions from gas, refrigerants and owned vehicles
- Fugitive Emissions
0.46
0.50
10.6
- Static Combustion
-
4.90
5.30
- Mobile Combustion
0.10
0.70
0.90
Gross Measurable Scope 1 Emissions
0.56
6.10
16.80
2
Electricity emissions purchased electricity factor - (market based)
47.90
94.10
104.60
Gross Measurable Scope 2 Emissions
47.19
94.10
104.60
3
Emissions relating to activities within our wider value chain:
Business Travel
114.50
156.40
N/A
Employee Commute
94.40
86.50
N/A
Working from Home Emissions
7.50
10.10
N/A
Gross Measurable Scope 3 Emissions
216.40
253.00
N/A
Gross Total Company Emissions
264.15
353.20
121.40
Carbon Offsets Purchased
(500.00)
(378.60)
(121.40)
Net Measurable Scope 1, 2 and 3 Emissions
(235.85)
(25.4)
-
Figure 9: 2024 Carbon Footprint Results
60
Hansard Global plc Report and Accounts 2024
Hansard Global plc Climate-Related
Financial Disclosures Report, 2024 continued
Our Scope 1 and 2 reporting total includes data from our Isle of
Man, Ireland, and Japan offices. Our largest emissions impact in
relation to Scope 1 and 2 continues to be our electricity usage,
although this has decreased by 49% compared to the last reporting
period. The reduction in our Scope 2 emissions is due to the sale of
our warehouse. This, in turn, has also reduced our Scope 1 mobile
combustion emissions as we were able to reduce the usage of
our company vehicle. More significantly, our data centre provider
switched their electricity tariff to the Guaranteed Green Tariff.
The Guaranteed Green Tariff is a verified local tariff that ensures
renewable energy is fed into the Isle of Man national grid to cover
the number of units consumed by our data centre. We continue to
engage with the landlord of our head office to investigate options to
utilise the Guaranteed Green Tariff. We already purchase renewable
energy for our Ireland based office and will investigate options for
our office in Japan in the coming financial period.
In addition to our total emissions in tCO2e, we have calculated
our average emissions per fulltime employee for Scope 1 and 2
to be 0.26 tCO2e, a 50% decrease from 0.52 tCO2e in 2023. The
emissions per fulltime employee differ across our office locations
due to the electricity usage in each location.
In relation to our Scope 3 emissions, we have maintained our
disclosure position by calculating and disclosing our more readily
measurable emissions, under GHGP Categorisations, including
Business Travel (Category 6) and Employee Commuting and
Working from Home (Category 7) emissions. We are targeting
continued improvements in the capture and measurement of
all relevant and applicable upstream and downstream Scope
3 emissions during the 2025 financial year, which will require
collaboration with external stakeholders.
Emissions relating to hotel stays has been omitted from current
Category 6 reporting, as we continue to compile complete and
accurate data to enable us to capture, record and mitigate
associated emissions. As such, 2024 metrics will not be considered
a gross Scope 3 baseline, with baselines instead being applied
to each activity as reliable data becomes more readily available
and measurable. The Group’s 2023 reported Scope 3 metrics are
therefore considered the baselines for Category 6 and 7 emissions
respectively, subject to any adjustments that may be required once
the accommodation element of business travel becomes more
readily quantifiable.
For Scope 3, the primary contributor to our measured Carbon
Footprint continues to be business travel, at 53% of our total
measurable Scope 3 emissions, and 44% of the Group’s total
emissions. However, there has been a significant reduction in the
distances travelled for business travel, and therefore associated
carbon emissions have reduced. Emissions associated with
employee commuting increased marginally, whilst emissions
associated with employee working from home decreased. The
Group continues to explore ways in which international travel can
be further reduced, exploiting the value of advances in digital
transformation solutions for engaging with clients, business partners
and remote working. Initiatives to support the reduction of emissions
relating to employee commuting are also being investigated.
Whilst we do not currently capture the Weighted Average Carbon
Intensity (WACI) metrics for our Assets Under Management (AUA) to
input under Category 15 of the GHGP requirements, we do provide
our Contract Owners and their Independent Financial Advisors (IFAs)
with two measures of sustainability using data from Morningstar
regarding the underlying external mutual funds that are notionally
linked to our Hansard Unit-linked Fund range, i.e:
■
The ‘Morningstar Sustainability Rating’, which provides a
framework for comparing thousands of mutual funds and
exchange-traded funds (ETFs) based on ESG standards, with
a clear, five tier, rating scale to indicate where a fund stands
regarding ESG comparative to its industry group.
■
The Morningstar ‘Low Carbon Designation’ is assigned to
mutual funds and ETFs that have low carbon-risk scores and
low levels of fossil-fuel exposure. The designation is an indicator
that the companies held in a portfolio of a mutual funds or ETF
are in general alignment with the transition to a low-carbon
economy.
As we continue work to reduce our GHG emissions, the Board and
Executive Committee considered and approved a recommendation
presented to the 2024 Strategy Days, to make an investment of 500
tCO2e in carbon offset programs, to contribute to the mitigation
of the Group’s measured Scope 1, 2 and 3 emissions for the 2024
Financial Year, whilst acknowledging that reducing our emissions
should be the priority over purchasing offsets. As a result, the Group
purchased 250 tCO2e verified carbon offset credits in both the
Ecofiltro Clean Water and Sabah Rainforest Rehabilitation projects,
both in geographical locations where our clients and offices are
based, to achieve net zero for measurable Scope 1, 2 and 3
emissions as set out in the table above.
Our decision to purchase carbon offsets as a way of mitigating our
net impact has led to the Company determining revised strategic
parameters for emission reductions gross of offset. These will
be refined and formalised via the 2025 cycle of risk appetite
metric calibrations, seeking absolute based targets, referenced to
respective baselines, framed around the following ambitions:
• We will aim to reduce Scope 1 and Scope 2 emissions by 50% by
2030, and by 100% by 2050.
• We will aim to reduce Scope 3 emissions excluding those relating
to our AuA* by 50% by 2035 and 100% by 2050*.
For clarity, Scopes 1 and 2 will continue to use 2022 as the baseline,
while our Scope 3 metrics will inform future reporting. Baseliner
metrics we disclose in future annual reports will be set at the time.
The Group continues to investigate ways in which we can capture
further data to be able to provide additional metrics in future, such
as those relating to waste management, water usage, and any other
areas that will help to manage our overall environmental impact.
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GOVERNANCE
There are no current material financial exposures arising out of our
carbon emission levels in terms of specified regulatory caps or direct
taxes. At present, our Executive Directors’ remuneration packages
are not tied to performance against ESG metrics. We also do not
produce any internal carbon pricing, as we do not consider it to be
applicable to our current business model.
* We have not set an ambition at this stage for emissions relating
to AuA. These investments are chosen by our clients or by their
advisors. However, we will look for opportunities to assist clients
and financial advisers in addressing climate-related data challenges
relating to their investments. We will aim to define target reductions
for our guided architecture AuA during the 2025 reporting period,
recognising that this will involve establishing a substantive
understanding of the emission measures for our existing investment
portfolio and the Group’s capacity to influence more environmentally
considerate investment decision making. As we progress this work,
we will continue to make reference to the driving principles and
objectives of new and emerging regulatory developments in this
area, such as the FCA’s Sustainability Disclosure Requirements. This
approach ensures we are aware of industry and regulatory progress,
even where these may not be directly applicable to the Group.
Stakeholder Engagement and
Board Decision Making
We recognise our obligations to adopt a responsible attitude
towards our stakeholders in operating our business. As well as
shareholders, key stakeholders include employees, contract holders,
distribution partners, service providers and the communities in
which we operate. The Board seeks to understand the views of
such stakeholders in making any key decisions in accordance
with the Code. The Board considers that the Group demonstrates
a balanced approach in its decision making and that Hansard’s
policies and actions fulfil the Group’s obligations.
The Board is accountable to the shareholders for creating and
delivering value through the effective governance of the business.
The Group places considerable importance on developing its
relationships with our shareholders and it aims to achieve this by
way of the following regular communication activities:
■
regular dialogue with major institutional shareholders, both
directly and through the Company’s advisors.
■
market announcements, corporate presentations and other
Company information which are available on our website at
www.hansard.com; and
■
the Annual Report and Accounts issued to all registered
shareholders, either in hard copy or electronically for those that
have elected to receive it in that form.
The CEO and Chair typically meet with the investor community,
major shareholders, and analysts at various points throughout the
year.
In addition, the Chair of each Committee is available to meet or
correspond with major shareholders to discuss any areas of concern
not resolved through normal channels of investor communication.
There were no significant areas of concern raised during the 2024
financial year. Arrangements can be made to meet with the Chair
through the CFO or Company Secretary.
The Board is equally interested in communications with private
shareholders and the CFO oversees communication with these
investors. All information reported to the regulatory information
services is simultaneously published on the Company’s website,
affording the widest possible access to Company announcements.
The Board receives regular feedback on the views of shareholders
on the Company from its executive team after meetings with those
shareholders, as well as from reports from the Company’s corporate
brokers, the Chair, and the Senior Independent Director.
By Order of the Board
Hazel Stewart, Company Secretary
25 September 2024
62
Hansard Global plc Report and Accounts 2024
Report of the Audit & Risk Committee
Purpose and Terms of Reference
This report provides details of the role of the Group Audit and
Risk Committee and the work it has undertaken during the year.
The primary function of the Audit and Risk Committee is to assist
the Board in fulfilling its responsibilities to protect the interests of
shareholders with regard to the integrity of financial reporting, risk
management and internal controls and overseeing the relationship
with the external auditor. The role, responsibilities and work of the
Committee can best be understood by reference to its written terms
of reference. These are published on the Company’s website,
www.hansard.com.
Key responsibilities include:
■
monitoring the integrity of the financial statements of the
Group, including its annual and interim reports and other formal
announcements relating to its financial performance.
■
reviewing and reporting to the Board on significant financial
reporting issues, accounting policies and judgements.
■
reviewing summary financial statements, significant financial
returns to regulators and any other financial information
contained in certain other documents.
■
recommending to the Board the appointment, re-appointment
and removal of the external auditor and approving the terms of
engagement and remuneration.
■
monitoring the independence of the external auditor and the
provision of non-audit services.
■
monitoring the effectiveness and objectivity of the internal and
external auditors.
■
reviewing the Group’s systems and controls for the prevention of
bribery and procedures for detection of fraud.
■
reviewing the effectiveness of internal financial controls and risk
management systems relating to financial reporting; and
■
reviewing annually the Group’s internal audit requirements and
budget.
Composition and Structure
At the date of this report, the members of the Committee were
the Group’s Independent Non-executive Directors being David
Peach, Jose Ribeiro and Noel Harwerth. David Peach is the Chair
of the Committee. The Board is satisfied that during the year, and
at the date of this report, at least one member of the Committee
has competence in accounting and all members of the Committee
have considerable recent and relevant financial experience and
competence relevant to the sector in which the Company operates.
The Company Secretary acts as the secretary to the Committee. The
Chair of the Committee reports to each subsequent meeting of the
Board on the Committee’s work and the Board receives a copy of the
minutes of each meeting of the Committee.
Meetings and Frequency
The Committee met on four occasions during the financial year. The
members’ attendance record is set out in the Corporate Governance
Report.
During the year, the Chair invited the Group CFO, the other Non-
executive Directors, the Head of Internal Audit and KPMG Audit
LLC (“KPMG”) (the external auditor) to attend all meetings of the
Committee. Other members of senior management, including the
Group Chief Executive Officer, the Group Chief Actuary and the
Head of Group Risk and Compliance were also invited to attend as
appropriate.
It is the Committee’s practice to meet separately, at least once a
year, with both the Internal Audit function and with the engagement
partner of the external auditor, without any members of management
being present. In addition, outside the structure of formal meetings,
David Peach has had separate meetings throughout the year directly
with the external auditor and the Internal Audit function. David also
meets and has regular contact with the Chief Executive Officer, the
Chief Financial Officer, the Chief Actuary and the Chief Risk Officer.
In performing its duties, the Committee has access to the services
of the Internal Audit Function, the Company Secretary and, if
required, external professional advisers.
Subsidiary Company Audit & Risk Committees
Each of the Group’s life assurance subsidiaries has established an
audit and risk committee that provides an oversight role for its own
business. The chair of each of those committees is an Independent
Non-executive Director of the relevant company. Each committee
operated throughout the financial year and considered specifically
the reporting of outsourced services and the valuation of contract
holder liabilities, having regard to the opinion of the Chief Actuary.
The minutes of the meetings of those committees are available to
the Group Audit and Risk Committee which monitors in particular
the adherence of the subsidiaries to regulatory requirements.
Committee Activities During the Financial Year
1. Review of Accounting and Reporting
During the financial year the Committee:
■
agreed the annual audit plan with the external auditor,
considered the auditor’s reports and monitored management
actions in response to the issues raised.
■
reviewed the annual and half-yearly report and accounts,
including the external auditor’s reports, and associated
announcements.
■
reviewed the reports and projections of the head of actuarial
function and considered any implications for disclosures.
■
monitored the submission of key regulatory returns.
■
monitored compliance with the relevant parts of the UK
Corporate Governance Code, the effectiveness of internal
controls and reporting procedures for risk management
processes.
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Hansard Global plc Report and Accounts 2024
GOVERNANCE
■
continued to monitor the application of the Group’s policy on
whistleblowing, reporting where relevant to the Board; and
■
reviewed other Stock Exchange reporting prior to publication of
each announcement.
Whilst reviewing the annual and half-yearly report and accounts,
the Committee focussed on the following areas where significant
financial judgements were required:
■
the accounting principles, policies, assumptions, and practices
adopted.
■
judgements exercised in the production of the financial results
including the valuation of certain financial investments, deferred
origination costs and deferred income, and the appropriateness
of key actuarial assumptions within financial and regulatory
reporting.
■
the impact of the ongoing geopolitical position with respect
to valuation and provisioning issues, longer term actuarial
assumptions of contract holder behaviour and going concern
disclosures.
■
the status of known or potential litigation claims against the
Group including accounting treatment in the financial statements
and judgements made on whether to recognise a provision or
contingent liability; and
■
the carrying amount of the investment in subsidiaries in the
Parent Company including an assessment of whether any
impairment should be recognised.
To assist the Committee’s review of key judgements around the
accounting for litigation-related contingent liabilities, expert input
was received from its legal advisors.
2. Review of Internal Audit
The Head of Internal Audit reports to the Audit and Risk Committee
on the effectiveness of the Group’s systems of risk management and
internal control, the adequacy of those systems to manage business
risk and to safeguard the Group’s assets and resources. The Internal
Audit Department provides objective assurance on risks and controls
to the Committee.
The plans, the level of resources and the budget of the Internal
Audit Department are reviewed at least annually by the Committee.
During the financial year the Committee monitored and reviewed the
effectiveness and independence of the Internal Audit Department,
including consideration of the plan of assurance and consulting
activities (including changes thereof) and results from completed
audits and concluded that the Department was fit for purpose.
3. Review of External Audit
KPMG Audit LLC (KPMG) was appointed as external auditor in 2020
following a tender process held in 2019. The Committee does not
consider a tender process is required at present.,
KPMG was re-appointed as auditor for the year ended 30 June 2024
following shareholder approval at the 2023 AGM.
The Group has in place a policy to ensure the independence and
objectivity of the external auditor. During the year, the Committee
performed its annual review of the independence, effectiveness, and
objectivity of KPMG, assessing the audit firm, the audit partner, and
the audit teams. This is performed through written documentation
provided by KPMG which is discussed and challenged where
appropriate by the Committee.
The Committee was satisfied with its compliance with the Code and
other relevant legislation for the year ended 30 June 2024.
Based on the Committee’s review and with input from Group
management and Internal Audit, the Committee concluded that the
audit service of KPMG was fit for purpose and provided a robust
overall examination of the Group’s business and its associated
financial reporting.
The Committee monitored compliance with the Group policy for the
provision of non-audit services by the external auditor. This policy
aims to ensure that external auditor objectivity and independence is
safeguarded and sets out the categories of non-audit services which
the external auditor is allowed to provide to the Group. Financial
limits for non-audit related advice and consultancy work by the
external audit firm apply to each company in the Group with a limit
of £25,000 per company per year. Non-audit assignments exceeding
the agreed limits, either individually or cumulatively, must have the
prior approval of the Group Audit and Risk Committee. During the
year, the Committee approved audit related assurance services
relating to Solvency II and the Isle of Man’s risk-based solvency
regime.
Details of the amount paid to the external auditors during the year
for audit and non-audit related services are set out in note 8 to the
consolidated financial statements.
4. Review of Internal Controls
The Committee has reported to the Board regarding the review of the
Group’s risk management and internal control systems. No material
issues were noted.
The Committee considered events during the year and to the date
of signing of the Annual Report and Accounts, including internal
reporting structures together with reporting from Internal Audit,
external audit and the Chief Actuary.
The Committee is cognisant of the changes implemented in the UK
Corporate Governance Code 2024 that relate to internal controls.
5. Review of Committee Performance
As part of the external Board performance review this year, the
performance of the Audit and Risk Committee was reviewed. There
were no areas of significant concern, and it was concluded that the
Committee had effectively fulfilled its role.
For the Board
David Peach
Chair of Audit & Risk Committee
25 September 2024
64
Hansard Global plc Report and Accounts 2024
Report of the Nominations Committee
This report provides details of the role of the Nominations
Committee and the work it has undertaken during the year.
Purpose and Terms of Reference
The role, responsibilities and work of the Committee can best be
understood by reference to its written terms of reference. These are
published on the Company’s website. A summary is set out below:
■
to regularly review the structure, size and composition required
of the Board (including a review of the scope to further promote
diversity of skills, social and ethnic background, nationality,
experience, cognitive and personal strengths, knowledge,
outlook, approach, and gender) and the membership of the
Committees and make recommendations to the Board with
regard to any changes.
■
to consider succession planning processes for Directors and
executive management positions and the opportunities available
to the Company to further promote diversity and inclusion; and
■
to be responsible for identifying and nominating for the approval
of the Board, candidates to fill Board vacancies as and when
they arise.
The Committee keeps under review the balance of skills on the
Board and the knowledge, experience, length of service and
performance of the Directors. It also reviews their external interests
with a view to identifying any actual, perceived, or potential
conflicts of interests, including the time available to commit to their
duties to the Company. Prior to accepting any additional external
appointments Directors are required to seek the Board’s approval.
The Committee regularly reviews the structure, size and composition
of the Board and Board Committees. This review considers the
knowledge, skills and experience of the Directors, and the diversity
on the Board and each of its Committees, to ensure they are
effective in meeting current and future challenges. The skills and
experience of the Board are mapped against desired skills using
objective criteria to create a skills matrix.
The Group ensures that each of its companies is compliant
with relevant applicable legislation relating to health and safety,
employment legislation including sex, race, and other discrimination
rules, in striving to be an equal opportunity employer. The Group’s
recruitment process seeks to find candidates most suited for the
job.
The Group respects the dignity of individuals and their beliefs and
does not tolerate any sexual, racial, physical or any other form of
harassment of employees nor tolerate any discrimination in the
workplace.
Membership
At the date of this report, the members of the Committee were the
Independent Non-executive Directors David Peach, Jose Ribeiro
and Noel Harwerth, and the Non-executive Group Chair, Philip Kay.
Philip Kay is Chair of the Committee.
The Company Secretary acts as the secretary to the Committee. The
Chair of the Committee reports to each subsequent meeting of the
Board on the Committee’s work and the Board receives a copy of
the minutes of each meeting of the Committee.
Activities of the Committee During the Year
The Committee met on four occasions during the year. The members’
attendance record is set out in the Corporate Governance Report.
During the year the Committee considered the following:
■
considered and accepted the resignation of Christine
Theodorovics as Independent Non-executive Director and
commenced the process for the recruitment of a successor.
■
considered and accepted the resignation of Ailish Sherlin as
Chief Actuary and the appointment of Alan Canny as successor.
■
reviewed the structure, size, and composition of the Board.
■
reviewed the skills, experience, and knowledge of each Board
member and of the Board as a whole.
■
reviewed the time commitment required from the Chair and Non-
executive Directors to fulfil their roles.
■
instructed Boston Limited to conduct a Board Performance
Review by way of a survey sent to all Directors plus the
Company Secretary and Chief Risk Officer.
■
appointed Sapphire Partners, who have no connection to the
Company or individual Directors, to support the search for a
replacement Independent Non-executive Director.
■
considered and accepted the resignation of Graham Sheward as
Group CEO and executive Director.
■
considered and appointed Thomas Morfett as Group CEO.
■
considered and appointed Noel Harwerth as successor for
Christine Theodorovics as Independent Non-executive Director.
Directors’ Appointments and Induction
The Board has a formal procedure in respect of the appointment of
new Directors, with the Nominations Committee leading the process
and making recommendations to the Board. The Company has in
place an induction programme for new Directors to provide them
with a full, formal, and tailored induction on joining the Board, which
ensures that they attain sufficient knowledge of the Company to
discharge their duties and responsibilities effectively.
65
Hansard Global plc Report and Accounts 2024
GOVERNANCE
Diversity
The Committee and Board acknowledges the importance of diversity, including gender diversity, for the Company. The Board acknowledges
the FCA Policy Statement on Diversity and Inclusion on company boards and executive management, which sets out targets as follows:
•
At least 40% of the board are women.
•
At least one of the following senior board positions is held by a woman - Chair, Chief Executive Officer (CEO), Senior Independent
Director (SID) or Chief Financial Officer (CFO); and
•
At least one board member is from a minority ethnic background, defined by reference to the categories recommended by the Office for
National Statistics, excluding those listed as coming from a White ethnic background.
For the purposes of making the disclosures set out below, data was collected through self-reported submissions from the Board and
Executive Comittee.
Number of board
members
Percentage
of the board
Number of senior
positions in the
board (CEO, CFO,
SID and Chair
Number in
Executive
management
Percentage
of Executive
management
Men
5
80%
4
6
67%
Women
1
20%
0
3
33%
Not specified/prefer
not to say
White British
3
60%
3
9
100%
White other
(including minority-
white groups)
2
20%
1
Mixed/Multiple
Ethnic Groups
Asian/Asian British
Black/African/
Caribbean/
Black British
Other ethnic group,
including Arab
1
20%
Not specified/prefer
not to say
The Company is committed to increasing diversity at board level. Supported by an independent executive search firm we are in the process
of appointing two experienced female Independent Non-executive Directors to the Board. The first appointment is Noel Harwerth, who was
appointed to the Board on 23 September, and we expect to announce the second appointment later in the calendar year.
Review of Committee Performance
The Chair had regular meetings during the year with the Group Chief Executive Officer, Group Chief Financial Officer, and the Non-executive
Directors. In addition, after each Board meeting, the Chair held informal sessions with the full Board (without management being present) and
with only the Independent Non-executive and Non-executive Directors in attendance (without executive Directors being present). A review of
the performance of the Chair was performed by the Non-executive Directors led by the Senior Independent Director.
Philip Kay
Chair of the Nominations Committee
25 September 2024
66
Hansard Global plc Report and Accounts 2024
Report of the Remuneration Committee
This report provides details of the role of the Committee and the
work it has undertaken during the year.
Purpose and Terms of Reference
The key responsibilities of the Committee are to:
■
determine and make recommendations to the Board on the
overall remuneration policy and the remuneration packages
of the executive Directors, the Company Secretary, and such
other members of the Executive Committee as it considers
appropriate.
■
ensure that remuneration is designed to support strategy and
promote the long-term sustainable success of the Group.
■
review the executive Directors’ service contracts.
■
review the design and operation of share incentive schemes;
and
■
oversee any changes in employee benefit structures throughout
the Group.
As such the remuneration policy is designed to:
■
recognise the need to be competitive in an international market,
though taking account of the local knowledge and packages in
the UK and the Isle of Man.
■
support key business strategies and create a strong,
performance-orientated environment.
■
attract, motivate, and retain talent; and
■
be aligned to proper risk management consistent with risk
tolerance set out by the Board as part of its strategy.
The role, responsibilities and work of the Committee can best
be understood by reference to its terms of reference. These are
published on the Company’s website.
Membership
As at the date of this report, members of the Committee are the
Independent Non-executive Directors David Peach, Jose Ribeiro
and Noel Harwerth and the Non-executive Group Chair, Philip Kay.
The Committee is chaired by Jose Ribeiro.
The Company Secretary acts as the secretary to the Committee. The
Chair of the Committee reports to each subsequent meeting of the
Board on the Committee’s work and the Board receives a copy of
the minutes of each meeting of the Committee.
Activities of the Committee During the Year
During the year there were five meetings of the Committee. The
members’ attendance record is set out in the Corporate Governance
Report.
At the request of the Committee Chair, the CEO also attends
meetings and makes recommendations to the Committee regarding
changes to particular remuneration packages (excluding himself)
or to policies generally. Such recommendations are discussed
by the Committee and adopted or amended as it sees fit. The
Head of People and Culture provides all necessary support to the
Remuneration Committee in executing their duties.
At the request of the Committee, the Head of People and Culture
engaged with Polymetrix Ltd to provide benchmarking data on
remuneration. Polymetrix has no connection with the Company.
During the year the Committee also received advice from FIT
Remuneration Consultants LLP (“FIT”). FIT was appointed to advise
the Committee in 2022. FIT has no other connection with the
Company (or its Directors) and the Committee is satisfied that the
advice received from FIT in the 2024 financial year was independent
and objective.
During the year and to the date of this report, the Committee
addressed issues concerning remuneration and incentive schemes
implemented by the Group, in particular:
■
agreed the weighting of the corporate performance objectives
for the bonus schemes for the year ended 30 June 2024 and
assessed achievement of these.
■
agreed awards to be made under bonus schemes for the year
ended 30 June 2024.
■
agreed executive Director bonuses for the year ended 30 June
2024.
■
reviewed Directors’ fees for the Company and subsidiary
appointments for the year ending 30 June 2024.
■
reviewed incentive provision.
■
reviewed employee benefits.
■
reviewed and approved the remuneration policy.
■
agreed the continuation of enhanced annual bonus provision for
2025 for Executive Directors (CEO and CFO).
■
agreed that share awards granted to date (393,300) under the
terms of the deferred bonus scheme for Graham Sheward would
vest on 31st December 2024. These were awards of shares in
respect of annual bonuses for 2022 and 2023; and
■
agreed the weighting of the corporate performance objectives
for the bonus schemes for the year ended 30 June 2025.
Summary of Remuneration Policy
As an Isle of Man registered company, the Company is not required
to present a remuneration policy in the format required by the UK
Companies Act. However, the following information is provided to
summarise the remuneration policy.
Policy on Salary of Executive Directors
It is the policy of the Committee to pay base salaries to the
Executive Directors at broadly market rates (taking account of
the Isle of Man location where relevant) compared with those
of executives of companies of a similar size and international
scope, whilst also taking into account the executives’ personal
67
Hansard Global plc Report and Accounts 2024
GOVERNANCE
performance and the performance of the Group. In addition, reliance
is placed on the People and Culture function to provide appropriate
benchmarking data.
The CEO salary was reviewed during 2023. After due care and
consideration, the Committee determined that the salary was
appropriate for the size and scope of the role on the basis of the
decision made on appointment to reflect a lower fixed base salary
with a higher variable element and therefore was not increased
following the review.
* With effect from 2nd August 2024, Thomas Morfett was appointed
CEO and will receive a base salary of £250,000 per annum.
Cash-Settled Bonus Scheme
The Committee approved the continuation of a bonus scheme for
all employees. The terms of the scheme that became effective from
1 July 2018 incorporate targets for both company and individual
performance. Bonuses earned will be paid in the October following
the end of the financial year.
Deferred Bonus Scheme
Our executive Directors participate in a bespoke version of the firm-
wide bonus scheme that is overseen by the Committee. Potential
earnings under the bonus scheme for the executive Directors range
from nil to 100% of salary. On appointment of a new CFO, an
appropriate maximum annual bonus will be set, but not exceeding
100% of basic salary.
50% of any bonus awarded is paid in cash and 50% in shares
deferred for 3 years as governed by the shareholder-approved
deferred bonus scheme.
The deferred bonus scheme was approved at the AGM on 8
November 2016 and has been the only long-term element of
incentive pay operated by the Company.
All annual bonus payments are made at the discretion of the
Committee and the Committee has full discretion to override the
formulaic outcomes of any performance conditions that apply to
the annual bonus scheme should that be considered appropriate
in any case. Malus and clawback provisions may be operated as
appropriate in respect of cash amounts payable under the annual
bonus scheme or in respect of awards of deferred shares made
under the deferred bonus scheme. There was no operation of either
malus or clawback in the 2024 financial year.
Continuation of enhanced annual bonus
provision for 2025
Prior to the 2024 financial year, the Committee undertook a review
of incentive provision for our executive Directors and other senior
executives. While consideration was given to introducing a forward-
looking share-based long-term incentive (beyond our existing
deferred bonus plan) at market-normal levels for a company of
Hansard’s scale and business type, having considered the priorities
of the business and our shareholders, the Committee determined
that it was more practical and of greater benefit to shareholders
to provide for enhanced annual bonus potential for our executive
Directors rather than establishing a new share plan. This is intended
to provide appropriate incentive opportunities and a retention
mechanism for participants. This enhanced annual bonus potential
was first available for 2024 and will be available also for 2025.
Accordingly, for 2025, the maximum bonus potential available
to the CEO will be enhanced by a further 40% of base salary, to
provide 140% of base salary as the maximum annual bonus. This
enhanced maximum annual bonus opportunity may also be made
available to the new CFO following appointment. The annual bonus
plan remains overseen by the Committee, and the Committee will
ensure that the element within the 2024/25 annual bonus relating
to this enhanced potential will be available only if demanding
performance metrics (which may include financial, shareholder
value and strategic non-financial measures) are achieved to the
Committee’s satisfaction. Any amounts payable under the enhanced
potential are payable in cash.
SAYE Share-Save Programme
No options over shares were exercised under the Scheme rules
during the year (2023: nil).
At the date of this report, the following options remain outstanding
under each tranche:
2024
2023
No. of
No. of
Scheme year
options
options
2018
-
29,031
-
29,031
The scheme was renewed for a further 10 years at the AGM in 2017.
Employee Benefit Trusts
An Employee Benefit Trust (“EBT”) was established in February 2018
in order to provide certain discretionary share-based awards as part
of an overall compensation and retention package. During the year
700,000 shares were purchased and transferred into the EBT. As at
30 June 2024 the EBT held 1,257,000 shares (2023: 557,000).
Name
Salary as at
30 June 2024
Salary as at 30
June 2023
Increase
Graham Sheward (CEO)
£250,000
£250,000
N/A
Thomas Morfett (CFO)
£150,000
£150,000
N/A
68
Hansard Global plc Report and Accounts 2024
Report of the Remuneration Committee continued
Policy on Fees for Non-executive Directors
It is our policy to set the fees for each Non-executive Director so
that they reflect the time commitment in preparing for and attending
meetings, the responsibility and duties of the position and the
contribution that is expected from them. Our policy is to pay a
market rate which is set annually by the Board.
President and Controlling Shareholder
Dr Leonard Polonsky - Dr Leonard Polonsky was appointed
President of the Group under a letter of appointment effective from
22 September 2014. This letter incorporates the requirements of the
Listing Rules in relation to Dr Polonsky as controlling shareholder of
the Group.
A summary of the agreement, dated 22 September 2014,
governing his relationship with the Group is available for inspection
at the Company’s registered office and will be made available
to shareholders at the AGM. To maintain effective corporate
governance, the agreement contains the following terms:
■
all transactions between Dr Polonsky and the Group are to be
conducted at arm’s length and on normal commercial terms.
■
Dr Polonsky will take no actions which would prevent the
Company from complying with its obligations under the
Listing Rules or propose a resolution to circumvent the proper
application of the Listing Rules.
■
Dr Polonsky will exercise his voting rights to ensure a requisite
number of Independent Non-executive Directors are appointed
to and retained by the Board; and
■
Dr Polonsky will consult with Independent Non-executive
Directors where proposals have been made by the Board in
relation to its composition.
There were no significant transactions between the Group and Dr
Polonsky during the year under review, per page 31of the Director’s
Report.
Summary of Directors’ Employment
Terms and Conditions
In accordance with the Articles of Association all Directors are
subject to annual re-election. All Directors subject to election/
re-election on 8 November 2023 were re-elected at the AGM held
at that date. None of the Directors are engaged on a fixed term
contract.
The key terms and benefits of the contractual arrangements
between each Director and the Company are as follows:
Thomas Morfett – Group Chief Executive Officer and
Group Chief Financial Officer.
The Service Agreement in place sets out the contractual
employment arrangements, the key terms being Company
contribution into personal pension arrangements; private healthcare
for himself and his spouse; permanent health insurance; life
assurance; full-pay sick leave for a maximum of eight weeks of
absence, whether or not consecutive, in any 12-month period due
to illness or injury and 30 days annual leave in addition to public
holidays. Other than the right to receive a payment in lieu of notice
upon termination, his service agreement dated 19 January 2023
does not provide for any benefits upon termination of employment.
The notice period (by either party) is six months.
Thomas was appointed to the Board on 17 April 2023. Thomas is a
member of the deferred bonus scheme, which is based on corporate
and individual performance, as set out on page 67.
Non-executive Directors. The appointment of each Non-executive
Director has been confirmed by an individual letter of appointment
which includes a one month notice provision. The Non-executive
Directors do not have service contracts or any benefits-in-kind
arrangements and do not receive any performance-related
remuneration.
Stakeholder Engagement
During the past year we have received feedback on remuneration
from certain key shareholders through Non-executive Board
member engagement. There is also an avenue for communication
and feedback through our corporate broker relationships.
During the year we undertook an employee engagement survey to
understand the key drivers of engagement for our people. Results
from the survey, which included feedback to defined and open
questions, were then explored and debated further during employee
feedback sessions where we encouraged open and honest debate.
During these sessions, our approach to remuneration was discussed
in more detail. Feedback from those sessions was relayed to both
the Executive Committee and the Board and has informed priorities
for our action planning and Culture programme.
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Hansard Global plc Report and Accounts 2024
GOVERNANCE
Directors’ Remuneration for Financial Year 2023 / 24
The following information, including the table below, includes audited information.
Name
Salary
Cash
Deferred
and fees
Pension
Bonus
Bonus 2
Other3
Aggregate
Aggregate
2024
2024
2024
2024
2024
2024
2023
£
£
£
£
£
£
£
Executive Directors
Graham Sheward (CEO)
250,000
25,000
-
-
1,729
276,729
434,228
Thomas Morfett (CFO)
150,000
18,750
33,750
33,750
1,377
237,627
31,053
Non-executive Directors
Marc Polonsky
50,000
-
-
-
-
50,000
50,000
Jose Ribeiro
59,000
-
-
-
-
55,000
55,000
Philip Kay
105,000
-
-
-
-
105,000
77,500
David Peach
80,000
-
-
-
-
80,000
80,000
Christine Theodorovics 1
27,115
-
-
-
-
27,115
22,180
Total
721,115
43,750
33,750
33,750
3,106
831,471
985,902
1
Christine Theodorovics – resigned 29th February 2024
2
The deferred bonus is awarded in shares and deferred for a period of 3 years prior to vesting.
3
“Other” includes healthcare benefits.
Annual Bonus for Executive Directors for Financial Year 2023/24
For financial year 2023/24 the CEO’s performance was not assessed due to his decision to retire as disclosed on 2nd August 2024.
Share awards accrued to date under the deferred bonus scheme will vest on 31st December 2024.
The Committee conducted as assessment of the CFO’s performance against his objectives for 2023/24. Objectives related to the
achievement of the Company’s principal strategic objectives with a focus on strategic projects, leadership, expenses and IFRS profit. They
determined that the formulaic outcome of the assessment was 90% of the maximum and that this outcome was justified. Accordingly, the
Committee agreed to apply a figure of 45% of base salary, 50% awarded in cash (£33,750) and 50% in shares deferred for 3 years under the
deferred bonus scheme.
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Hansard Global plc Report and Accounts 2024
Report of the Remuneration Committee continued
Executive Management Deferred Bonus Scheme Awards
In addition to the Executive Directors, the remaining members of the Executive Committee also participate in the deferred bonus scheme.
This scheme resulted in the award of £0.2m worth of shares which are deferred for a period of 3 years.
Directors’ Interests in Share Capital
The following information, presented in the table below, includes audited information.
There are currently no requirements for any Director to have a shareholding in the Company. The Company also does not have a policy for
post-employment shareholding requirements.
The Polonsky Foundation (a UK Registered Charity of which Dr Polonsky and Marc Polonsky are among the trustees) has a beneficial
interest in 8,547,708 shares in the Company’s share capital, or 6.2% (2023: 6.2%).
The table set out below shows the beneficial interests of other Directors and their spouses in the Company’s share capital, at 30 June 2024
and at 30 June 2023.
Number of shares
Direct
Indirect
Total 2024
Direct
Indirect
Total 2023
Executive Director
Graham Sheward
19,466
–
19,766
17,000
–
17000
Thomas Morfett
74,899
–
74,899
–
–
–
Non-executive Directors
Philip Kay
–
–
–
–
–
–
Jose Ribeiro
–
–
–
–
–
–
Marc Polonsky 1
7,800,000
–
7,800,000
7,800,000
–
7,800,000
David Peach
–
–
–
–
–
–
Christine Theodorovics
–
–
–
–
–
–
1 Direct holdings include shares held by spouse.
There have been no other significant changes in these holdings between the balance sheet date and the date of this report.
The Committee will continue to consider whether it may be appropriate to introduce guidelines for executive Directors’ shareholdings in the
future and will do so in connection with the introduction of any new long-term incentive plan operating over the Company’s shares. This will
include consideration of a policy for post-employment shareholding requirements.
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Hansard Global plc Report and Accounts 2024
GOVERNANCE
Salary and
fees 2025
Name
£
Executive Directors
Thomas Morfett (CEO & CFO)
250,000
Non-executive Directors
Marc Polonsky
50,000
Jose Ribeiro 1
63,000
Philip Kay 2
120,000
David Peach 3
80,000
Noel Harwerth 4
80,000
Total
725,000
Directors’ Salaries and Fees for the Financial Year Ending 30 June 2025
The following table sets out the salary and fee levels approved by the Remuneration Committee for the year ending 30 June 2025 for each
Director, as agreed by the Board. There have been no changes in relation to non-salary benefits applicable to any Director.
1 The amount for Jose Ribeiro includes additional fees in relation to his position as Chair of the Remuneration Committee and as SID.
2 The amount for Philip Kay includes additional fees in relation to his position as Chair of the Board and Chair of Hansard Europe dac.
3 The amount for David Peach includes additional fees in relation to his position as Chair of the Audit & Risk Committee and Directorship (and Chair of the
Audit Committee) of Hansard Europe dac. He is also a Director of Hansard Administration Services Limited.
4 The amount for Noel Harwerth will be pro-rated from her appointment date of 23 September 2024.
Bonus and incentive arrangements for 2025 for Thomas Morfett are outlined in the Review of Incentive Provision 2024 earlier in this report.
For the Board
Jose Ribeiro
Chair of the Remuneration Committee
25 September 2024
Compliance With Code
As mentioned above, the Company has not fully complied with provision 36 of the Code in the following respect:
■
The Company does not currently have a policy for post-employment shareholding requirements.
Independent Auditors Report
Second line continued
Hansard Global plc Report and Accounts 2024
Requirements of the Listing Rules
72
Requirements of Rule 9.8.4R of the Listing Rules
The following table provides references to where the information required by Listing Rule 9.8.4R is disclosed.
Listing Rule Requirement
Location in Annual Report
A statement of the amount of interest capitalised during the period under
review and details of any related tax relief.
Not applicable
Information required in relation to the publication of unaudited financial
information.
Not applicable
Details of any long-term incentive schemes.
Report of the Remuneration Committee, pages 66 to 71
Details of any arrangements under which a Director has waived emoluments,
or agreed to waive any future emoluments, from the company.
Report of the Remuneration Committee, pages 66 to 71
Details of any non pre-emptive issues of equity for cash.
No such share allotments
Details of any non pre-emptive issues of equity for cash by any unlisted major
subsidiary undertaking.
Not applicable
Details of any contract of significance in which a Director is or was materially
interested.
Not applicable
Details of any contract of significance between the company (or one of its
subsidiaries) and a controlling shareholder.
Directors’ Report, pages 30 to 34
Details of waiver of dividends by a shareholder.
Not applicable
Board statement in respect of relationship agreement with the controlling
shareholder.
Report of the Remuneration Committee, pages 66 to 71
Details of any contract for the provision of services to the Company or any of
its subsidiary undertakings by a controlling shareholder, subsisting during the
period under review,
Not applicable
Our opinion is unmodified
We have audited the financial statements of Hansard Global plc (“the Company”) and its subsidiaries (together, the ‘Group’) which comprise the
consolidated balance sheet and parent company balance sheet as at 30 June 2024, the consolidated statements of comprehensive income,
changes in equity and cash flows and parent company statements of changes in equity and cash flows for the year then ended, and related
notes, comprising material accounting policies and other explanatory information.
In our opinion,
•
the financial statements give a true and fair view of the financial position of the Group’s and of the Company’s affairs as at 30 June 2024,
and of the Group’s profit for the year then ended;
•
the Group financial statements have been properly prepared in accordance with UK- Adopted International Accounting Standards;
•
the Company financial statements have been properly prepared in accordance with UK Accounting Standards including FRS 102 The
Financial Reporting Standard applicable in the UK and Republic of Ireland; and
•
the financial statements have been properly prepared in accordance with the requirements of the Companies Acts 1931 to 2004.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We have fulfilled our ethical responsibilities under, and are independent of the Company and Group in accordance with, UK
ethical requirements including the FRC Ethical Standard as required by the Crown Dependencies’ Audit Rules and Guidance. We believe that
the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
FINANCIALS
Independent Auditor’s Report to the Members of
Hansard Global plc
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Hansard Global plc Report and Accounts 2024
Key audit matters: our assessment of the risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include
the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest
effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. In arriving at our audit opinion above, the key audit matters, in decreasing order of significance for the financial statements
were as follows:
Revenue recognition £48.8m (2023: £45.7m) Risk vs 2023: Increased
Refer to the Audit & Risk Committee Report on page 62, note 5 accounting policy and note 18 disclosures.
The risk: Calculation error and subjective estimate
The Group charges fees to investment contract holders for contract administration services, investment management services, payment of benefits
and other services related to the administration of investment contracts. Determination of revenue earned can be complex where the fee calculation
includes judgement in the determination of the life of the contract and actuarial funding factors to apply in amortisation of deferred revenue.
There is a risk that the assumptions and judgements made in the determination of revenue may not be appropriate due to fraud or error.
Additionally, as certain fee income is determined based on the valuation of investments during the year, there is a risk that revenue may not be
calculated accurately.
During the year, Group transitioned to a new policy system, and this increased the risk of revenue misstatement as the system might not be
correctly configured, operating effectively or the data may not be properly migrated to the new system.
Our response
Our audit procedures included:
Control design and operation
• Assessing the design and implementation of the fee income and investments valuations processes and internal controls.
• Testing operating effectiveness of internal controls over fee income and valuations of investments throughout the year which feed into the
calculation of fee income.
• Testing automated controls and performing a test of one transaction for revenue streams which are automated.
• Assessing the design, implementation and operating effectiveness of the processes and internal controls including over the new system and the
system migration.
Use of independent KPMG specialists
• Utilising KPMG’s internal actuarial specialists to assess the methodology used where there is subjectivity in the selection, and benchmarking the
amortisation period and actuarial funding factors used in unwinding deferred income using our own expectations based on our knowledge of
the entity and experience of the industry in which it operates.
• Utilising KPMG’s internal data & Analytics specialists to independently recalculate fee income streams.
Testing accuracy of data
• For a randomly chosen selection, agreeing the premium information to contracts signed by policyholders and bank statements.
• Agreeing a randomly chosen selection of fee rates to contracts signed by policyholders.
• Agreeing a randomly chosen selection of investments values being used in the fee income calculation to the investments system. We tested
general IT controls around the system.
• Assessing the accuracy of the funding factors by agreeing a randomly chosen selection of contract maturities to the policy documents and
comparing the expected funding factors to the funding factor used in the amortisation of deferred income.
Assessing transparency
• Assessing the adequacy of the Group’s disclosures in respect of revenue recognition in the financial statements for compliance with UK-Adopted
International Accounting Standards.
74
Hansard Global plc Report and Accounts 2024
Independent Auditor’s Report to the Members of
Hansard Global plc continued
Litigation and claims liabilities and contingent liabilities disclosure
Provision: £0.5m (2023: £0.1m)
Risk vs 2023: same
Contingent liabilities: £20.2m (2023: £22.4m)
Refer to the Audit Committee Report on page 62, note 20 provision and note 26.1 accounting policy and disclosure.
The risk: Dispute outcomes and omitted exposures
The Group is subject to a number of legal claims from policyholders in relation to the performance of assets linked to investment contracts
and other asset related issues. Management evaluates each legal claim, taking into consideration the assessment and advice of external
legal counsel. As at 30 June 2024, the Group had been served with cumulative writs with a net exposure totalling £20.2m (2023: £22.4m)
and the judgement made by management as to whether the Group is more likely than not to be successful in contesting these claims is
highly subjective.
The amounts involved are potentially significant, and the application of accounting standards to determine the amount, if any, to be
provided as a liability, is inherently subjective.
There is a risk that the litigation provisions and disclosure for potential financial losses to the business may not be complete
There is also a risk that judgements made by management in assessing whether to recognise a provision or disclose a contingent liability
may not be appropriate.
The effect of these matters is that, as part of our risk assessment, we determined that the litigation liability and disclosed contingent liability
has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the Group
financial statements as a whole.
Our response
Our audit procedures included:
Control design and operation
• Testing the design and implementation of internal controls over the litigations process.
Enquiry of lawyers
• On all significant legal cases, assessment of correspondence with the Group’s respective external counsel and obtaining formal
independent confirmations from the counsel.
Testing completeness and accuracy of data
• Obtaining litigation schedules and legal logs for re-calculating and agreeing on a sample basis the potential exposure to underlying
policy data.
• Agreeing litigation schedules and legal logs to independently obtained confirmations from external legal counsel.
Historical comparison
• Comparing management’s previous provision to actual settlements made during the period under audit.
• Comparing management’s previous contingent liability estimate to actual results of cases concluded during the period under audit.
Assessing transparency
• Assessing whether the Group’s accounting policy and disclosure detailing significant legal proceedings adequately disclose the potential
liabilities of the Group in accordance with UK- Adopted International Accounting Standards.
Valuation of structured notes held at fair value (level 2 and 3)
£58.8m (2023: £50.2m)
Risk vs 2023: same
Refer to the Audit Committee Report on page 62, note 3.6 accounting policy and note 17.3 disclosures.
Subjective valuation
The Group holds and manages investments on behalf of policyholders. A number of the structured notes are noted as being illiquid in
nature, predominantly due to an active market not being available for these investments. These assets are measured at fair value.
Auditor judgement is required in determining the appropriate valuation methodology where external pricing sources are either not readily
available or are unreliable. The fair value of structured notes is determined by evaluating observable inputs, which may include quoted
prices for similar assets and quoted prices for identical and similar assets in a market that is not active and unobservable inputs which may
include the underlying volatility which is benchmarked against other valuation tools.
There is a significant risk that the investments may not be valued appropriately due to estimation uncertainty inherent in unobservable
pricing inputs or where a significant degree of judgement is required.
There is also a risk that the fair value levelling disclosures in the financial statements might not be appropriate as required by IFRS 13.
Due to the linked nature of the contracts administered by the Group’s insurance undertakings, any change in the value of structured notes
will result in an equal and opposite change in the value of contract liabilities. Any change in the structured notes value will also have an
impact on fee income which is calculated as a percentage of investment values.
FINANCIALS
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Hansard Global plc Report and Accounts 2024
Our response
Our audit procedures included:
Control design and operation
• Assessing design and implementation of the investment valuation processes and controls.
• Testing operating effectiveness of key valuation and unit holding controls in the investments process.
Use of KPMG Specialists
• Utilising KPMG’s internal valuation specialists to independently price and assess the fair value levelling on a sample of structured notes
using observable or unobservable input parameters. Structured notes are valued using a discounted cash flow technique. The discount
rates used are determined with reference to observable market transactions and instruments with substantially the same terms and
characteristics including credit quality, the remaining term to repayments of the principal and the currency in which the payments are
made adjusted for underlying volatility.
• Assessing the adequacy of the Group’s disclosures in respect of the valuation of investments for which there is no quoted price in an
active market for compliance with UK-Adopted International Accounting Standards.
Parent Company’s investment in subsidiaries
£72.5m (2023: £72.5m)
Risk vs 2023: same
Refer to page 62 of the Audit & Risk Committee Report, note 2.6 accounting policy and note 4 disclosures
The risk: Low risk, high value
The carrying amount of the investment in subsidiaries represents 73.4% (2023: 76.3%) of the Company’s total assets. The carrying amount
of the investment in subsidiaries is measured at cost less impairment and is considered to have a low risk of material misstatement.
However, due to its materiality in the context of the Company’s financial statements, this is considered to be the area that had the greatest
effect on our overall Company audit.
Our response
Our audit procedures included:
Tests of detail:
• Comparing the carrying amount of each subsidiary to its audited balance sheet to identify whether their net assets, being an
approximation of their minimum recoverable amount were in excess of their carrying amount, as well as assessing whether those
subsidiaries have historically been profit-making.
• Utilising our actuaries to assess the value in force contracts calculation, being the net forecast future cashflows in the Company and
assess whether this is greater than the carrying amount of investment in subsidiaries.
• Assessing whether there are any indicators of impairment in relation to 100% of the carrying amount of investment in subsidiaries.
Assessing disclosures
• Assessing the adequacy of the disclosure for compliance with FRS 102.
Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at £297K (2023: £300K), determined with reference to a benchmark of
Group profit before tax. Materiality for the Company financial statements as a whole was set at £178K (2023: £150K), determined with
reference to the allocated Group materiality as above, of which it represents 60% (2023: 50%).
In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account
balances add up to a material amount across the financial statements as a whole. Performance materiality was set at 75% (2023: 75%)
of materiality for the financial statements as a whole, which equates to £222K (2023: £225K) for the Group and £134K (2023: £112K) for
the Company.
In addition, we have set a higher materiality at £10,200K (2023: £10,000K) solely for the purpose of identifying and evaluating the effect
of misstatements that lead to a reclassification between line items within the policyholder assets and liabilities and associated income
statement line items in the Group financial statements, to the extent that any such balances offset and have no net impact on the
shareholder’s equity and reserves. This has been determined in reference to 0.75% (2023: 0.75%) of total assets.
We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding £14.85K (2023: £15K) for the
Group and £8.9K (2023: £7.4K) for the Company, in addition to other identified misstatements that warranted reporting on qualitative
grounds. For certain financial statement captions, as referred to above, any corrected or uncorrected identified misstatements exceeding
£510K (2023: £500K) have been reported to the Audit Committee.
Our audit of the Group was undertaken to the materiality level specified above, which has informed our identification of significant risks of
material misstatement and the associated audit procedures performed in those areas as detailed above.
The group team performed the audit of the Group as if it was a single aggregated set of financial information. The audit was performed
using the materiality level set out above and covered 100% of total Group revenue, total Group profit before tax, and total Group assets
and liabilities.
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Hansard Global plc Report and Accounts 2024
Independent Auditor’s report to the Members of
Hansard Global plc continued
Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the
Company or to cease their operations, and as they have concluded that the Group and the Company’s financial position means that this
is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to
continue as a going concern for at least a year from the date of approval of the financial statements (the “going concern period”).
In our evaluation of the directors’ conclusions, we considered the inherent risks to the Group and the Company’s business model and
analysed how those risks might affect the Group and the Company’s financial resources or ability to continue operations over the going
concern period. The risks that we considered most likely to affect the Group and the Company’s financial resources or ability to continue
operations over this period were:
•
Availability of capital to meet operating costs and other financial commitments; and
•
Availability of capital to meet regulatory and solvency requirements.
We considered whether these risks could plausibly affect the liquidity in the going concern period by comparing severe, but plausible
downside scenarios that could arise from these risks individually and collectively against the level of available financial resources
indicated by the Group’s and Company’s financial forecasts.
We considered whether the going concern disclosure in note 1.4 to the Group financial statements gives a full and accurate description
of the directors’ assessment of going concern.
Our conclusions based on this work:
•
we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is
appropriate;
•
we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or
conditions that, individually or collectively, may cast significant doubt on the Group and the Company’s ability to continue as a going
concern for the going concern period; and
•
we have nothing material to add or draw attention to in relation to the directors’ statement in the notes to the financial statements
on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group
and the Company’s use of that basis for the going concern period, and that statement is materially consistent with the financial
statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group and the
Company will continue in operation.
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or
pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
•
enquiring of management as to the Group’s policies and procedures to prevent and detect fraud as well as enquiring whether
management have knowledge of any actual, suspected or alleged fraud;
•
reading minutes of meetings of those charged with governance; and
•
using analytical procedures to identify any unusual or unexpected relationships.
As required by auditing standards and taking into account possible incentives or pressures to misstate performance and our overall
knowledge of the control environment, we perform procedures to address the risk of management override of controls and the risk of
fraudulent revenue recognition, and the risk that management may be in a position to make inappropriate accounting entries. We did not
identify any additional fraud risks.
We performed procedures including:
•
identifying journal entries and other adjustments to test based on risk criteria and comparing any identified entries to supporting
documentation;
•
incorporating an element of unpredictability in our audit procedures and;
•
those set out in the revenue recognition key audit matter.
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Identifying and responding to risks of material misstatement due to non-compliance
with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from
our sector experience and through discussion with management (as required by auditing standards), and from inspection of the Group’s
regulatory and legal correspondence, if any, and discussed with management the policies and procedures regarding compliance with
laws and regulations. As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment
including the entity’s procedures for complying with regulatory requirements.
The Group and Company are subject to laws and regulations that directly affect the financial statements including financial reporting
legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures
on the related financial statement items.
The Group and Company are subject to other laws and regulations where the consequences of non-compliance could have a material
effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or impacts on
the Group and the Company’s ability to operate. We identified financial services regulation as being the area most likely to have such
an effect, recognising the regulated nature of the Group’s activities and its legal form. Auditing standards limit the required audit
procedures to identify non-compliance with these laws and regulations to enquiry of management and inspection of regulatory and legal
correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence,
an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements
in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For
example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial
statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement.
We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and
regulations.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report but
does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the
other information and we do not express an audit opinion or any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the 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.
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Hansard Global plc Report and Accounts 2024
Disclosures of emerging and principal risks and longer term viability
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ disclosures in respect
of emerging and principal risks and the viability statement, and the Group financial statements and our audit knowledge. We have nothing
material to add or draw attention to in relation to:
•
the directors’ confirmation within the longer-term viability statement (page 34) 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;
•
the emerging and principal risks disclosures describing these risks and explaining how they are being managed or mitigated; and
•
the directors’ explanation in the longer-term viability statement (page 34) 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.
We are also required to review the longer-term viability statement, set out on page 34 under the Listing Rules. Based on the above
procedures, we have concluded that the above disclosures are materially consistent with the Group financial statements and our audit
knowledge.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ corporate governance
disclosures and the Group financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent with the Group financial statements
and our audit knowledge:
•
the directors’ statement that they consider that the annual report and Group financial statements taken as a whole is fair, balanced
and understandable, and provides the information necessary for shareholders to assess the Group’s position and performance,
business model and strategy;
•
the section of the annual report describing the work of the Audit Committee, including the significant issues that the Audit Committee
considered in relation to the financial statements, and how these issues were addressed; and
•
the section of the annual report that describes the review of the effectiveness of the Group’s risk management and internal control
systems.
We are required to review the part of Corporate Governance Statement relating to the Company’s compliance with the provisions of the
UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report in this respect.
We have nothing to report on other matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Acts 1931 to 2004 require us to report to you if, in our
opinion:
•
proper books of account have not been kept by the Company and proper returns adequate for our audit have not been received from
branches not visited by us; or
•
the Company financial statements are not in agreement with the books of account and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Independent Auditor’s Report to the Members of
Hansard Global plc continued
FINANCIALS
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Hansard Global plc Report and Accounts 2024
Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 35, the directors are responsible for: the preparation of the financial statements
including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and Company’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 they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to
do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of
assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The purpose of this report and restrictions on its use by persons other than the Company’s members
as a body
This report is made solely to the Company’s members, as a body, in accordance with section 15 of the Companies Act 1982. Our audit
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an
auditor’s report 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 and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Nicholas Quayle
Responsible Individual
For and on behalf of KPMG Audit LLC
Chartered Accountants and Recognised Auditors
Heritage Court,
41 Athol Street, Douglas, Isle of Man IM1 1LA
25 September 2024
Financial Results Under UK Adopted International Accounting Standards for the Year Ended 30 June 2024
Consolidated Statement of Comprehensive Income
for the Year Ended 30 June 2024
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Hansard Global plc Report and Accounts 2024
Year ended
Year ended
30 June
30 June
2024
2023
Notes
£m
£m
Fees and commissions
5
48.8
45.7
Investment income
6
119.5
44.5
Other operating income
0.8
1.5
169.1
91.7
Change in provisions for investment contract liabilities
17
(114.4)
(40.6)
Origination costs
7
(16.1)
(16.2)
Administrative and other expenses
8
(33.3)
(29.0)
(163.8)
(85.8)
Profit before taxation
5.3
5.9
Taxation
10
(0.1)
(0.2)
Profit and total comprehensive income for the year after taxation
5.2
5.7
Earnings per share
2024
2023
Note
(p)
(p)
Basic
11
3.8
4.1
Diluted
11
3.8
4.1
The notes on pages 84 to 106 form an integral part of these financial statements.
FINANCIALS
Consolidated Statement of Changes in Equity
for the Year Ended 30 June 2024
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Hansard Global plc Report and Accounts 2024
Share
Other
Retained
capital
reserves
earnings
Total
£m
£m
£m
£m
At 1 July 2022
68.8
(48.3)
1.7
22.2
Profit and total comprehensive income for the year after taxation
-
-
5.7
5.7
Share based payment reserve
-
(0.2)
-
(0.2)
Transactions with owners
Dividends paid
-
-
(5.9)
(5.9)
At 30 June 2023
68.8
(48.5)
1.5
21.8
Share
Other
Retained
capital
reserves
earnings
Total
£m
£m
£m
£m
At 1 July 2023
68.8
(48.5)
1.5
21.8
Profit and total comprehensive income for the year after taxation
-
-
5.2
5.2
Share based payment reserve
-
(0.1)
-
(0.1)
Transactions with owners
Dividends paid
-
-
(6.1)
(6.1)
At 30 June 2024
68.8
(48.6)
0.6
20.8
The notes on pages 84 to 106 form an integral part of these financial statements.
Consolidated Balance Sheet
As at 30 June 2024
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Hansard Global plc Report and Accounts 2024
30 June
30 June
2024
2023
Notes
£m
£m
Assets
Intangible assets
13
23.2
19.9
Property, plant and equipment
13
2.6
2.8
Deferred origination costs
14
112.1
117.8
Financial investments
Measured at fair value:
Equity securities
3
78.9
52.0
Investments in collective investment schemes
3
937.5
915.5
Fixed income securities, bonds and structured notes
3
70.6
60.3
1,087.0
1,030.8
Measured at amortised cost:
Deposits and money market funds
3
88.2
90.2
Other receivables
15
6.3
4.9
Cash and cash equivalents
16
47.9
52.2
Total assets
1,367.3
1,318.6
Liabilities
Financial liabilities under investment contracts
17
1,150.9
1,101.5
Deferred income
18
140.2
144.8
Amounts due to investment contract holders
17
39.3
36.6
Other payables
19
15.6
13.8
Provisions
20
0.5
0.1
Total liabilities
1,346.5
1,296.8
Net assets
20.8
21.8
Shareholders’ equity
Called up share capital
22
68.8
68.8
Other reserves
23
(48.6)
(48.5)
Retained earnings
0.6
1.5
Total shareholders’ equity
20.8
21.8
The notes on pages 84 to 106 form an integral part of these financial statements.
The financial statements on pages 80 to 83 were approved by the Board on 25 September 2024 and signed on its behalf by:
Thomas Morfett
David Peach
Director
Director
FINANCIALS
Consolidated Cash Flow Statement
for the Year Ended 30 June 2024
83
Hansard Global plc Report and Accounts 2024
2024
2023
£m
£m
Cash flow from operating activities
Profit before tax for the year
5.3
5.9
Adjustments for:
Depreciation
1.0
1.1
Dividends receivable
(5.4)
(4.7)
Dividends received
5.4
4.7
Interest receivable
(4.7)
(3.0)
Interest received
4.2
3.0
Foreign exchange losses
-
1.0
Changes in operating assets and liabilities
Increase in other receivables
(0.9)
(0.6)
Decrease in deferred origination costs
5.8
4.7
(Decrease) in deferred income
(4.5)
(0.4)
Increase / (decrease) in creditors
4.9
(1.7)
(Increase) in financial investments
(54.2)
(11.7)
Increase in financial liabilities
49.4
9.1
Cash flow from operations
6.3
7.4
Corporation tax paid
(0.1)
(0.4)
Cash flow from operations after taxation
6.2
7.0
Cash flows from investing activities
Investment in intangible assets
(3.7)
(6.6)
Investment in property, plant and equipment
(0.2)
-
Proceeds from sale of property, plant and equipment
-
0.4
Purchase of investments
(0.2)
(0.1)
Cash flows used in investing activities
(4.1)
(6.3)
Cash flows from financing activities
Dividends paid
(6.1)
(5.9)
Principal elements of leased liabilities
(0.2)
(0.4)
Cash flows used in financing activities
(6.3)
(6.3)
Net (decrease) in cash and cash equivalents
(4.2)
(5.6)
Cash and cash equivalents at beginning of year
52.2
58.9
Effect of exchange rate movements
(0.1)
(1.1)
Cash and cash equivalents at year end
47.9
52.2
Notes to the Consolidated Financial Statements
for the Year Ended 30 June 2024
1 General Information
Hansard Global plc (“the Company”) is a limited liability company, incorporated in the Isle of Man under the Isle of Man Companies 1931
to 2004, whose shares are publicly traded. The principal activity of the Company is to act as the holding company of the Hansard group of
companies. The activities of the principal operating wholly owned subsidiaries include the transaction of life assurance business and related
activities. Hansard Europe was closed to new business with effect from 30 June 2013. The principal subsidiaries of the Company are as
follows:
Company name
Incorporated
Activity
Hansard International Limited
Isle of Man
Life Assurance
Hansard Worldwide Limited
The Bahamas
Life Assurance
Hansard Europe Designated Activity Company
Ireland
Life Assurance
Hansard Administration Services Limited
Isle of Man
Administration Services
Hansard Development Services Limited
Isle of Man
Marketing and Development Services
The registered office of the Company is 55 Athol Street, Douglas, Isle of Man, IM99 1QL.
The Company has its primary listing on the London Stock Exchange.
1.1 Principal Accounting Policies
The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below or, in the case of
accounting policies that relate to separately disclosed values in the primary statements, within the relevant note to these consolidated financial
statements. These policies have been consistently applied, unless otherwise stated.
1.2 Basis of Presentation
The consolidated financial statements have been prepared in accordance with UK Adopted International Accounting Standards (“IFRSs”),
International Financial Reporting Standards Interpretations Committee (“IFRSIC”) interpretations, the Isle of Man Insurance Act 2008, and with
the Isle of Man Companies Acts 1931 to 2004. The financial statements have been prepared under the historical cost convention as modified
by the revaluation of financial investments and financial liabilities at fair value through profit or loss. The Group has applied all International
Financial Reporting Standards adopted by the United Kingdom and effective at 30 June 2024.
The Group underwrites an immaterial amount of insurance business. Management has undertaken an assessment of the impact of accounting
for this business as investment business rather than insurance business and concluded that this would not have a material impact on the
financial statements. This assessment has been refreshed to consider the impact of IFRS 17, and management have not changed their
conclusion that accounting for the business as investment business would not have a material impact on the financial statements. Management
will keep this assessment under review, and should the outcome change in future the Group accounting treatment will be reassessed. As a
result, IFRS17 has not been applied to these financial statements.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that
affect the application of policies and reported amounts of assets and liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting year. The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in
which the estimate is revised if the revision affects only that year or in the year of the revision and future years if the revision affects both current
and future years.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated
financial statements, are disclosed in note 2.
Except where otherwise stated, the financial statements are presented in pounds sterling, the functional currency of the Company, rounded to
the nearest one hundred thousand pounds.
The following new standards, amendments and interpretations are in issue but not yet effective. They have not been adopted early by the Group
and the impact on the financial statements is being assessed:
•
Amendments to the classification and measurement of financial instruments (amendments to IFRS 7 and IFRS 9) – effective from 1
January 2026
•
Presentation and disclosure in financial statements (IFRS18) – effective from 1 January 2027
•
Subsidiaries without public accountability (IFRS 19) – effective from 1 January 2027
There are no other standards, amendments or interpretations to existing standards that are not yet effective, that would have a material impact
on the Group’s reported results.
1.3 Basis of Consolidation
The Group’s financial statements consolidate those of the parent company and all its subsidiaries as at 30 June 2024.
All transactions between Group companies are eliminated on consolidation between Group companies. Amounts reported in the financial
statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
84
Hansard Global plc Report and Accounts 2024
1.4 Going Concern
Risk Based Solvency Capital, the Group’s capital position is strong and well in excess of regulatory requirements. The long-term nature of the
Group’s business results in considerable recurring cash inflows arising from existing business. The Directors believe that the Group is well placed
to manage its business risks successfully
The Directors are satisfied that the Company and the Group have adequate resources to continue to operate as a going concern for the
foreseeable future and have prepared the consolidated financial statements on that basis.
In making this statement, the Directors have reviewed financial forecasts that include plausible downside scenarios as a result of the ongoing
geopolitical position and global economic conditions. These show the Group continuing to generate profit over the next 12 months and that the
Group has sufficient cash reserves to enable it to meet its obligations as they fall due.
The Directors expect the acquisition of new business will continue to be challenging. The impact of this however is not immediate to the Group’s
profit and cash flows and therefore allows for longer term adjustments to operations and the cost base. Long periods of lower new business, or
indeed lower AuA, would be addressed by reducing the cost base and, where necessary, the dividend paid.
The following factors are considered as supportive to the Group’s resilience to external market and economic challenges:
• The Group’s business model focuses on long term savings products, a majority of which are regular premium paying products which
continue to receive cash inflows regardless of the amount of new business sold.
• The Group earns approximately a third of its revenues from asset-based income which is not immediately dependent on sourcing new
business. Initial fees in respect of new business are broadly offset by initial commissions, limiting the impact of any reduction in new
business.
• New business channels are geographically dispersed and therefore less exposed to specific regional challenges.
• The largest expense associated with new business is commission expenditure which reduces directly in line with reduced sales.
• The Group has and continues to the date of this report to have, a strong capital position with significant levels of liquidity and cash.
• The business has demonstrated operational resilience in being able to operate remotely from its offices without any material impact to
processing and servicing levels. Its control environment continued to operate effectively during this time.
• The Group places the majority of its shareholder assets into conservative, highly-liquid, highly rated bank deposits and money market
funds. These are typically not subject to price fluctuation and protect the Group’s assets against potential market volatility; and
• The Group has no borrowings.
2 Critical Accounting Estimates and Judgements in Applying Accounting Policies
Estimates, assumptions, and judgements are used in the application of accounting policies in these financial statements. Critical accounting
estimates are those which involve the most complex or subjective judgements or assessments. Estimates, assumptions, and judgements are
evaluated continually and are based on historical experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances. Actual outcomes may differ from assumptions and estimates made by management.
2.1 Accounting Estimates and Assumptions
The principal areas in which the Group applies accounting estimates are the amortisation of deferred origination costs and deferred income,
the recoverability of deferred origination costs, the useful life of intangible assets, and the fair value of investments.
2.1.1 Amortisation of Deferred Origination Costs and Deferred Income
Deferred origination costs and deferred income are amortised on a straight-line basis over the estimated life of the underlying investment
contract. Estimates are determined based on an analysis of recent experience. The estimate life is between 7 and 15 years depending on the
product type. Certain contracts are amortised on actual life.
2.1.2 Recoverability of Deferred Origination Costs
Formal reviews to assess the recoverability of deferred origination costs on investment contracts are carried out at each balance sheet date
to determine whether there is any indication of impairment based on the estimated future income levels.
If, based upon a review of the remaining contracts, there is any indication of irrecoverability or impairment, the contract’s recoverable amount
is re-estimated. Impairment losses are reversed through the consolidated statement of comprehensive income if there is a change in the
estimates used to determine the recoverable amount. Such losses are reversed only to the extent that the contract’s carrying amount does
not exceed the carrying amount that would have been determined, net of amortisation where applicable, if no impairment loss had been
recognised.
2.1.3 Fair Value of Financial Investments
Where the Directors determine that there is no active market for a particular financial instrument, fair value is assessed using valuation
techniques based on available relevant information and an appraisal of all associated risks as detailed in note 3.
2.1.4 Intangible Assets
The carrying amount, residual value and useful economic life of the Group’s computer software is reviewed annually to determine whether
there is any indication of impairment, or a change in residual value or expected useful life. If there is any indication of impairment, the asset’s
carrying value is revised.
FINANCIALS
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Hansard Global plc Report and Accounts 2024
Notes to the Consolidated Financial Statements continued
86
Hansard Global plc Report and Accounts 2024
2.2 Judgements
The primary areas in which the Group has applied judgement in applying accounting policies are as follows:
• to determine whether a provision or contingent liability is required in respect of any pending or threatened litigation, which is addressed
in note 20 and note 26.
• to determine the type of expenses that are treated as origination costs to be deferred. Any other expenses are expensed as incurred.
3 Financial Risk Management
Risk Management Objectives and Risk Policies
The Group’s objective in the management of financial risk is to minimise, where practicable, its exposure to such risk, except when
necessary to support other objectives. The Group seeks to manage risk through the operation of unit-linked business whereby the
contract holder bears the financial risk. In addition, shareholder assets are invested in highly rated investments.
Overall responsibility for the management of the Group’s exposure to risk is vested in the Board. To support it in this role, the Group ERM
Framework is in place comprising risk identification, risk assessment, control and reporting processes. Additionally, the Board and the
Boards of subsidiary companies have established a number of Committees with defined terms of reference. These are the Audit and Risk,
Executive and Investment Committees. Additional information concerning the operation of the Board Committees is contained in the
Corporate Governance section of this Annual Report.
The main significant financial risks to which the Group is exposed are set out below. For each category of risk, the Group determines its
risk appetite and sets its investment, treasury and associated policies accordingly.
3.1 Market Risk
This is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices, analysed
between price, interest rate and currency risk. The Group adopts a risk averse approach to market risk, with a stated policy of not actively
pursuing or accepting market risk except where necessary to support other objectives. However, the Group accepts the risk that the fall
in equity or other asset values, whether as a result of price falls or strengthening of sterling against the currencies in which contract holder
assets are denominated, will reduce the level of annual management charge income derived from such contract holder assets and the risk
of lower future profits.
Sensitivity Analysis to Market Risk
The Group’s business is unit-linked, and the direct associated market risk is therefore borne by contract holders (although there is a
secondary impact as shareholder income is dependent upon the fair value of contract holder assets). Other financial assets and liabilities
held outside of contract holder unitised funds primarily consist of units in money market funds, cash and cash equivalents, and other assets
and liabilities. Cash held in unitised money market funds and at bank is valued at par and is unaffected by movements in interest rates. Other
assets and liabilities are similarly unaffected by market movements.
As a result of these combined factors, the Group’s financial assets and liabilities held outside unitised funds are not materially subject to
market risk, and movements at the reporting date in interest rates and equity values have an immaterial impact on the Group’s profit after
tax and equity. Future revenues from annual management charges may be affected by movements in interest rates, foreign currencies and
equity values. The Group does not control the asset selection strategy as assets are chosen by the contract holders.
(a) Price Risk
Unit linked funds are exposed to securities price risk as the investments held are subject to prices in the future which are uncertain. The
fair value of financial assets (designated at fair value through profit or loss) exposed to price risk at 30 June 2024 was £1,087.0m (2023:
£1,030.8m). In the event that investment income is affected by price risk then there will be an equal and opposite impact on the value of the
changes in provisions for investment contract liabilities in the same accounting period.
An overall change in the market value of the unit-linked funds would affect the annual management charges accruing to the Group since
these charges, which are typically 1% per annum, are based on the market value of contract holder assets under administration. The
approximate impact on the Group’s profits and equity of a 10% change in fund values, either as a result of price, interest rate or currency
fluctuations, is £1.6m (2023: £1.6m).
(b) Interest Rate Risk
Interest rate risk is the risk that the Group is exposed to lower returns or loss as a direct or indirect result of fluctuations in the value of, or
income from, specific assets arising from changes in underlying interest rates.
The Group is primarily exposed to interest rate risk on the balances that it holds with credit institutions and in money market funds.
Taking into account the proportion of Group funds held on longer-term, fixed-rate deposits, a change of 1% per annum in interest rates will
result in an increase or decrease of approximately £0.6m (2023: £0.6m) in the Group’s annual investment income and equity.
FINANCIALS
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Hansard Global plc Report and Accounts 2024
A summary of the Group’s liquid assets at the balance sheet date is set out in note 3.2.
(c) Currency Risk
Currency risk is the risk that the Group is exposed to higher or lower returns as a direct or indirect result of fluctuations in the value of, or
income from, specific assets and liabilities arising from changes in underlying exchange rates.
(c) (i) Group Foreign Currency Exposures
The Group is exposed to currency risk on the foreign currency denominated bank balances, contract fees receivable and other liquid assets
that it holds to the extent that they do not match liabilities in those currencies. The Group receives 85% (2023: 87%) of premiums in US
Dollars and settles the majority of expenses in Sterling. The impact of currency risk is minimised by regular conversion of excess foreign
currency funds to sterling. The Group does not hedge foreign currency cash flows.
At the balance sheet date, the Group had exposures in the following currencies:
2024
2024
2024
2023
2023
2023
US$m
€m
¥m
US$m
€m
¥m
Gross assets
20.1
10.6
303.6
23.2
11.1
255.0
Matching currency liabilities
(24.7)
(12.7)
(593.8)
(20.5)
(10.4)
(285.0)
Uncovered currency exposures
(4.6)
(2.1)
(290.2)
2.7
0.7
(30.0)
Sterling equivalent (£m)
(3.6)
(1.8)
(1.4)
2.1
0.5
(0.2)
The approximate effect on profit before tax of a 5% change: in the value of US dollars to sterling is £0.2m (2023: £0.1m); in the value of the
euro to sterling is less than £0.1m (2023: less than £0.1m); and in the value of the yen to sterling is less than £0.1m (2023: less than £0.1m).
(c) (ii) Financial Investments by Currency
Certain fees and commissions are earned in currencies other than sterling, based on the value of financial investments held in those
currencies from time to time.
The sensitivity of the Group to the currency risk inherent in investments held to cover financial liabilities under investment contracts is
incorporated within the analysis set out in (a) above.
At the balance sheet date, the analysis of financial investments by currency denomination is as follows, US dollars: 75% (2023: 71%); euro:
5% (2023: 8%); sterling: 19% (2023: 20%); other: 1% (2023: 1%).
3.2 Credit Risk
Credit risk is the risk that the Group is exposed to lower returns or loss if another party fails to perform its financial obligations to the Group.
The Group has adopted a risk averse approach to such risk and has a stated policy of not actively pursuing or accepting credit risk except
when necessary to support other objectives.
The clearing and custody operations for the Group’s security transactions are mainly concentrated with one broker, namely Capital
International Limited, a member of the London Stock Exchange. At 30 June 2024 and 2023, substantially all contract holder cash and cash
equivalents, balances due from investment brokers and financial investments are placed in custody with Capital International Limited. These
operations are detailed in a formal contract that incorporates notice periods and a full exit management plan. Delivery of services under the
contract is monitored by a dedicated relationship manager against a documented Service Level Agreement and Key Performance Indicators.
The Group has an exposure to credit risk in relation to its deposits with credit institutions, its investments in unitised money market funds and
its investment in a bond portfolio. To manage these risks, deposits and the bond portfolio are placed in accordance with established policy,
with credit institutions having a short-term rating of at least F1 or P1 from Fitch IBCA and Moody’s respectively and a long-term rating of at
least A or A3. Investments in unitised money market funds are made only where such fund is AAA rated. Additionally, maximum counterparty
exposure limits are set both at an individual subsidiary company level and on a Group-wide basis.
Notes to the Consolidated Financial Statements continued
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These assets are considered to have a high degree of credit worthiness and no assets of a lower credit worthiness are held. The following
table sets out information about the credit quality of the Group’s deposits with credit institutions and its investments in unitised money
market funds.
2024
2023
£m
£m
Deposits and Cash with Credit Institutions and Investments in Unitised Money Market Funds
(Based on Standards & Poor’s ratings)
AAA
29.3
26.3
AA- to AA+
1.6
6.0
A- To A+
16.1
10.8
Total Deposits
47.0
43.1
AA- to AA+
-
0.3
A- To A+
18.0
22.0
Total Cash at bank
18.0
22.3
Group cash and deposits
65.0
65.4
Credit risk for financial assets held at amortised cost is recognised using an expected credit loss model. The model splits financial assets
into those which are performing, underperforming and non-performing based on changes in credit quality since initial recognition. At initial
recognition financial assets are considered to be performing. They become underperforming where there has been a significant increase in
credit risk since initial recognition, and non-performing when there is objective evidence of impairment. Twelve months of expected credit
losses are recognised in the statement of comprehensive income and netted against the financial asset in the statement of financial position
for all performing financial assets, with lifetime expected credit losses recognised for underperforming and non-performing financial assets.
Trade receivables are designated as having no significant financing component. The Group applies the IFRS 9 simplified approach to
measuring expected credit losses for trade receivables by using a lifetime expected loss allowance.
Expected credit losses are based on the historic levels of loss experienced for the relevant financial assets, with consideration given to
forward looking information. The following table sets out the movement in expected credit losses.
2024
2023
£m
£m
At 1 July
1.9
1.8
Credit loss charges in the year
0.6
0.1
At 30 June
2.5
1.9
At the balance sheet date, an analysis of the Group’s cash and deposit balances was as follows:
2024
2023
£m
£m
Longer term deposits with credit institutions
17.1
13.2
Cash and cash equivalents under IFRS
47.9
52.2
65.0
65.4
3.3 Liquidity Risk
Liquidity risk is the risk that the Group, though solvent, does not have sufficient financial resources to enable it to meet its obligations as
they fall due, or can only secure them at excessive cost.
The Group’s objective is to ensure that it has sufficient liquidity over short-term (up to one year) and medium-term time horizons to meet the
needs of the business. This includes liquidity to cover, amongst other things, new business costs, planned strategic activities, servicing of
equity capital as well as working capital to fund day-to-day cash flow requirements.
Liquidity risk is principally managed in the following ways:
•
Assets of a suitable marketability are held to meet contract holder liabilities as they fall due.
•
Forecasts are prepared regularly to predict required liquidity levels over both the short-term and medium-term.
The Group’s exposure to liquidity risk is considered to be low since it maintains a high level of liquid assets to meet its liabilities.
3.3.1 Undiscounted contractual maturity analysis
Set out below is a summary of the undiscounted contractual maturity profile of the Group’s assets.
2024
2023
£m
£m
Maturity within 1 year
Shareholder deposits and money market funds
65.0
65.4
Other shareholder assets
6.4
4.8
71.4
70.2
Maturity from 1 to 5 years
Other shareholder assets
2.1
-
2.1
-
Shareholder assets with maturity values within 5 years
73.5
70.2
Other shareholder assets (no defined maturity profile)
142.7
146.9
Total shareholder assets
216.2
217.1
Policyholder assets
Gross assets held to cover financial liabilities under investment contracts
1,150.9
1,101.5
Total assets
1,367.1
1,318.6
There is no significant difference between the value of the Group’s assets on an undiscounted basis and the balance sheet values.
Assets held to cover financial liabilities under investment contracts are deemed to have no fixed maturity since the corresponding unit-linked
liabilities are repayable and transferable on demand. In certain circumstances the contractual maturities of a portion of the assets may be longer
than one year, but the majority of assets held within the unit-linked funds are highly liquid. The Group actively monitors fund liquidity.
Set out below is a summary of the undiscounted contractual maturity profile of the Group’s liabilities.
2024
2023
£m
£m
Maturity within 1 year
Amounts due to investment contract holders
39.4
36.6
Other payables
13.0
11.1
Provisions
0.5
0.1
52.9
47.8
Maturity from 1 to 5 years
Other payables
2.5
2.7
2.5
2.7
Liabilities with maturity values within 5 years
55.4
50.5
Other liabilities (no defined maturity profile)
140.1
144.8
Shareholder liabilities
195.5
195.3
Maturity within 1 year
Financial liabilities under investment contracts
37.0
43.4
Maturity from 1 to 5 years
Financial liabilities under investment contracts
310.6
209.0
Maturity greater than 5 years
Financial liabilities under investment contracts
803.3
849.1
Financial liabilities under investment contracts
1,150.9
1,101.5
Total liabilities
1,346.4
1,296.8
There is no significant difference between the value of the Group’s liabilities on an undiscounted basis and the balance sheet values.
Financial liabilities under investment contracts with a contractual maturity are deemed to repayable and transferable on demand and have not
been discounted in the balance sheet
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Notes to the Consolidated Financial Statements continued
90
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3.4 Insurance Risk
Insurance risk is the risk of loss arising from actual experience being different than that assumed when an insurance product was designed
and priced. For the Group, the key insurance risks are lapse risk, expense risk and mortality risk. However, the size of insurance risk is not
deemed to be materially significant. From an accounting perspective all contracts have been classified as investment contracts.
3.4.1 Lapse Risk
A key risk for investment contracts is policyholder behaviour risk in particular the risk that contracts are surrendered, or significant cash
withdrawals are made before sufficient fees have been collected to cover up-front commissions paid by the Group. The risk is mitigated by
charging penalties on the early surrender of contracts.
3.5 Classification and Subsequent Measurement of Financial Assets and Liabilities
The Group recognises deposits with financial institutions and loans and borrowings on the date on which they are originated. All other
financial instruments are recognised on the trade date, which is the date on which the Group becomes a part to the contractual provisions
of the instrument.
A financial asset or financial liability is initially measured at fair value plus, for a financial asset or financial liability not measured at ‘fair value
through profit and loss’ (“FVTPL”), transaction costs that are directly attributable to its acquisition or issue.
On initial recognition, a financial asset is classified as measured at amortised cost, ‘fair value through other comprehensive income’ (“FVOCI”)
or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition. A financial asset is measured at amortised cost if it meets both
of the following conditions and is not designated as at FVTPL:
•
It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
•
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest.
A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
•
It is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
•
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. The classification of
each financial asset and liability is commented on within each respective financial statement note. As at 30 June 2024 and 30 June 2023,
only financial assets measured at amortised cost and FVTPL are held.
The subsequent measurement of each class of financial assets is defined in the below table:
On initial recognition, a financial liability is designated as amortised cost or FVTPL. The criteria for classification and subsequent measurement
mirrors that of the financial assets, albeit the classification of ‘FVOCI’ does not exist for financial liabilities. Therefore, any liabilities which do
not meet the amortised cost classification criteria, are designated as FVTPL.
3.6 Fair Value of Financial Assets and Liabilities
The Group closely monitors the valuation of assets in markets that have become less liquid. Determining whether a market is active requires
the exercise of judgement and is determined based upon the facts and circumstances of the market for the instrument being measured.
Where the Directors determine that there is no active market for a particular financial instrument, for example where a particular collective
investment scheme is suspended from trading, fair value is assessed using valuation techniques based on available, relevant, information
and an appraisal of all associated risks. When a collective investment scheme recommences regular trading, the value would be transferred
back to Level 1. This process requires the exercise of significant judgement on the part of Directors.
Due to the linked nature of the contracts administered by the Group’s insurance undertakings, any change in the value of financial assets
held to cover financial liabilities under those contracts will result in an equal and opposite change in the value of contract liabilities. The
separate effect on financial assets and financial liabilities is included in investment income and investment contract benefits, respectively, in
the consolidated statement of comprehensive income
Class of Asset
Subsequent Measurement
Financial assets at FVTPL
Measured at fair value. Net gains and losses, including any interest or dividend income and foreign exchange
gains and losses, are recognised in profit or loss.
Financial assets at
amortised cost
Measured at amortised cost using the effective interest method. Interest income, foreign exchange gains and
losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is also recognised
in profit or loss.
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IFRS 13 requires the Group to classify fair value measurements into a fair value hierarchy by reference to the observability and significance
of the inputs used in measuring that fair value. The hierarchy is as follows:
•
Level 1: fair value is determined using quoted prices (unadjusted) in active markets for identical assets.
•
Level 2: fair value is determined using inputs other than quoted prices included within Level 1 that are observable for the asset either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
•
Level 3: fair value is determined using inputs for the asset that are not based on observable market data (unobservable inputs).
The following table analyses the Group’s financial assets and liabilities at fair value through profit or loss, at 30 June 2024:
Level 1
Level 2
Level 3
Total
Financial assets at fair value through profit or loss
£m
£m
£m
£m
Equity securities
75.7
3.2
-
78.9
Collective investment schemes
917.8
16.7
3.0
937.5
Fixed income securities, bonds and structured notes
0.8
11.0
58.8
70.6
Total financial assets at fair value through profit or loss
994.3
30.9
61.8
1,087.0
All other financial assets and liabilities are designated as held at amortised cost which approximates to fair value.
Level 1
Level 2
Level 3
Total
£m
£m
£m
£m
Deposit and money market funds
88.2
-
-
88.2
Total financial assets at fair value through profit or loss
1,082.5
10.6
70.5
1,175.2
Financial liabilities at fair value through profit or loss
-
1,150.9
-
1,150.9
Financial liabilities at fair value through profit or loss are classified as level 2 on the basis that they relate to policies investing in financial
assets at fair value through profit and loss.
The following tables analyse the Group’s financial assets and liabilities at fair value through profit or loss, at 30 June 2023:
Level 1
Level 2
Level 3
Total
Financial assets at fair value through profit or loss
£m
£m
£m
£m
Equity securities
52.0
-
-
52.0
Collective investment schemes
899.3
10.9
5.3
915.5
Fixed income securities, bonds and structured notes
1.2
10.0
52.1
63.3
Total financial assets at fair value through profit or loss
952.5
20.9
57.4
1,030.8
Level 1
Level 2
Level 3
Total
£m
£m
£m
£m
Deposit and money market funds
90.2
-
-
90.2
Total financial assets at fair value through profit or loss
1,042.7
20.9
57.4
1.121.0
Financial liabilities at fair value through profit or loss
-
1,101.5
-
1,101.5
During the year ended 30 June 2024, £0.3m of bond investments were transferred from Level 1 to Level 2 following a review of
their underlying valuation inputs. A further £0.4m of similar assets were reclassified from Level 3 to Level 2 as a result of the same
classification review, reflecting that the value of these assets were based on observable market data and changes to the details of the
security. All other notable movements between investment levels have been detailed below in the reconciliation between opening and
closing balances of Level 3 assets.
Notes to the Consolidated Financial Statements continued
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Hansard Global plc Report and Accounts 2024
Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values for financial instruments in the
statement of financial position, as well as the significant unobservable inputs used.
Type
Valuation technique
Significant
unobservable input
Sensitivity to changes in
unobservable inputs
Suspended
assets £3.0m
(2023: £5.3m)
Latest available information including or such as net asset
values (NAV) or other communication received
Discount factor (5%)
and NAV
If the NAV was higher/lower, the fair value
would be higher/lower.
If the discount factor was higher/lower, the
fair value would be lower/higher.
Bonds and
structured
notes
Level 2:
£11.0m (2023:
£10.0m)
Level 3:
£58.8m
(2023: £52.0m)
Market comparison/ discounted cash flow: The fair value is
estimated considering:
(i) current or recent quoted prices for identical securities in
markets that are not active; and
(ii) a net present value calculated using discount rates
which are determined with reference to observable market
transactions in instruments with substantially the same terms
and characteristics including credit quality, the remaining
term to repayments of the principal and the currency in which
the payments are made.
Level 2: Not
applicable.
Level 3:
Underlying volatility
Level 2: Not applicable.
Level 3:
Significant increases/ decreases in this
input in isolation would result in a higher or
lower fair value
Level 3 Sensitivity to Changes in Unobservable Measurements
For financial assets assessed as Level 3, based on its review of the prices used, the Company believes that any reasonable change to the
unobservable inputs used to measure fair value would not result in a significantly higher or lower fair value measurement at year end, and
therefore would not have a material impact on its reported results.
Significant unobservable inputs are developed as follows:
Underlying Volatility
In the absence of implied volatility until the maturity and moneyness of the instrument, the best estimate is the use of extrapolated implied
volatility or historical volatility. The inputs used are derived against other independent valuation sources and the reasonableness of the
assumptions is evaluated as part of the process.
The reconciliation between opening and closing balances of Level 3 assets are presented in the table below:
2024
2023
£m
£m
Opening balance
57.4
50.6
Unrealised gains/(losses)
(2.3)
(6.5)
Transfers into level 3
1.1
1.6
Transfers out of level 3
-
-
Purchases, sales, issues and settlements
5.6
11.7
Closing balance
61.8
57.4
4 Segmental Information
Disclosure of operating segments in these financial statements is consistent with reports provided to the Chief Operating Decision Maker
(“CODM”) which, in the case of the Group, has been identified as the Executive Committee of Hansard Global plc.
In the opinion of the CODM, the Group operates in a single reportable segment, that of the distribution and servicing of long-term investment
products. New business development, distribution, and associated activities in relation to the Republic of Ireland ceased with effect from 30
June 2013. All other activities of the Group are continuing.
The Group’s Executive Committee uses two principal measures when appraising the performance of the business: net issued compensation
credit (“NICC”) (weighted where appropriate by product line) and expenses. NICC is a measure of the value of new in-force business and
top-ups on existing single premium contracts. NICC is the total amount of basic initial commission payable to intermediaries for business
sold in a period and is calculated on each piece of new business. It excludes override commission paid to intermediaries over and above
the basic level of commission.
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The following table analyses NICC geographically and reconciles NICC to direct origination costs incurred during the year as set out in the
Business and Operating Review section of this Annual Report and Accounts.
2024
2023
£m
£m
Middle East and Africa
1.7
2.7
Latin America
2.1
2.4
Rest of the World
1.7
0.5
Far East
0.1
0.1
Net Issued Compensation Credit
5.6
5.7
Other commission costs paid to third parties
3.2
3.4
Enhanced unit allocations
0.9
1.0
Direct origination costs incurred during the year
9.7
10.1
Revenues and expenses allocated to geographical locations contained in sections 4.1 to 4.4 below reflect the revenues and expenses
generated in or incurred by the legal entities in those locations.
4.1 Geographical Analysis of Fees and Commissions by Origin
2024
2023
£m
£m
Isle of Man
46.0
43.1
Republic of Ireland
2.2
2.1
The Bahamas*
0.6
0.5
48.8
45.7
* Hansard Worldwide, which is based in the Bahamas, fully reinsures its business to Hansard International. All external fees and commissions
for Hansard Worldwide are therefore presented within the Isle of Man category. These amounted to £3.8m in 2024 (2023: £3.2m). The fees
shown in the table above in respect of The Bahamas represent fees received by Hansard Worldwide from Hansard International.
4.2 Geographical Analysis of Profit Before Taxation
2024
2023
£m
£m
Isle of Man
6.5
6.5
Republic of Ireland
(1.6)
(1.0)
The Bahamas
0.4
0.4
5.3
5.9
4.3 Geographical Analysis of Gross Assets
2024
2023
£m
£m
Isle of Man*
1,283.1
1,229.8
Republic of Ireland
82.5
87.0
The Bahamas
1.7
1.8
1,367.3
1,318.6
* Includes assets held in the Isle of Man in connection with policies written in The Bahamas. As at 30 June 2023 these amounted to
£240.6m (30 June 2023: £178.5m).
4.4 Geographical Analysis of Gross Liabilities
2024
2023
£m
£m
Isle of Man
1,033.8
1,043.8
Republic of Ireland
70.2
73.3
The Bahamas
242.5
179.7
1,346.5
1,296.8
Notes to the Consolidated Financial Statements continued
94
Hansard Global plc Report and Accounts 2024
5 Fees and Commissions
Fees are charged to the contract holders of investment contracts for contract administration services, investment management services,
payment of benefits and other services related to the administration of investment contracts. Fees may be chargeable on either a fixed
fee basis, a fee per transaction or as a percentage of assets under administration. Fees are recognised as revenue as the services are
provided. Initial fees that exceed the level of recurring fees and relate to the future provision of services are deferred in the balance sheet
and amortised on a straight-line basis over the life of the relevant contract. These fees are accounted for on the issue of a contract and on
receipt of incremental premiums on existing single premium contracts.
Regular fees charged to contracts are recognised on a straight-line basis over the period in which the service is provided. Transactional fees
are recorded when the required action is complete.
Commissions receivable arise principally from fund houses with which investments are held. Commissions are recognised on an accruals
basis in accordance with the relevant agreement.
2024
2023
£m
£m
Contract fee income
30.6
28.1
Fund management charges
13.4
12.9
Commissions receivable
4.8
4.7
48.8
45.7
Fund management charges and commissions receivable (37% of the total above (2023: 39%)) are a function of the level of assets
under administration.
6 Investment Income
Investment income comprises dividends, interest, and other income receivable, realised and unrealised gains and losses on investments.
Movements are recognised in the consolidated statement of comprehensive income in the period in which they arise. Dividends are accrued
on the date notified. Interest is accounted for on a time proportion basis using the effective interest method.
2024
2023
£m
£m
Interest income
4.7
3.5
Dividend income
5.4
4.7
Gains on realisation of investments
25.7
51.3
Movement in unrealised gains / (losses)
83.7
(15.0)
119.5
44.5
7 Origination Costs
Origination costs include commissions, intermediary incentives, and other distribution-related expenditure (note 2.2). Origination costs which
vary with, and are directly related to, securing new contracts and incremental premiums on existing single premium contracts are deferred
to the extent that they are recoverable out of future net income from the relevant contract. Deferred origination costs are amortised on a
straight-line basis over the life of the relevant contracts. Typical terms range between 6 years and 16 years. Origination costs that do not
meet the criteria for deferral are expensed as incurred.
2024
2023
£m
£m
Amortisation of deferred origination costs
13.9
13.5
Other origination costs
2.2
2.7
16.1
16.2
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Hansard Global plc Report and Accounts 2024
8 Administrative and Other Expenses
Included in administrative and other expenses are the following:
2024
2023
£m
£m
Auditors’ remuneration:
- Fees payable for audit services
0.8
0.7
- Fees payable for audit related services pursuant to legislation
0.1
0.1
- Fees payable for non-audit services
-
-
Employee costs (see note 9)
11.5
10.3
Directors’ fees
0.4
0.4
Fund management fees
5.1
5.3
Renewal and other commission
0.9
0.9
Professional and other fees
4.8
4.2
Litigation fees and settlements
2.2
1.5
Credit loss allowance
-
0.1
Licences and maintenance fees
4.1
2.4
Insurance costs
0.9
0.9
Depreciation of property, plant and equipment
1.0
1.1
Communications
0.2
0.2
9 Employee Costs
The Group provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined
contribution pension plans.
Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the
service is received.
The Group pays fixed pension contributions on behalf of its employees (defined contribution plans). Once the contributions have been paid
the Group has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are
shown in accruals in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
The Group operates an annual bonus plan for employees. An expense is recognised in the consolidated statement of comprehensive income
when the Group has a legal or constructive obligation to make payments under the plan as a result of past events and a reliable estimate
of the obligation can be made.
9.1 The aggregate remuneration in respect of employees (including sales employees and executive Directors) was as follows:
2024
2023
£m
£m
Wages and salaries
10.3
9.7
Social security costs
1.0
0.8
Contributions to pension plans
1.0
1.0
12.3
11.5
Total salary and other employee costs for the year are incorporated within the following classifications:
2024
2023
£m
£m
Administrative and other expenses
11.5
10.3
Origination costs
0.8
1.2
12.3
11.5
The above information includes Directors’ remuneration (excluding non-executive Directors’ fees).
9.2 The average number of employees during the year was as follows:
2024
2023
No.
No.
Administration
124
119
Distribution and marketing
14
18
IT development
44
50
182
187
Notes to the Consolidated Financial Statements continued
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Hansard Global plc Report and Accounts 2024
10 Taxation
Taxation is based on profits and income for the period as determined with reference to the relevant tax legislation in the countries in which
the Company and its subsidiaries operate. Tax payable is calculated using tax rates that have been enacted or substantively enacted by the
balance sheet date. Tax is recognised in the consolidated statement of comprehensive income except to the extent that it relates to items
recognised in equity. Tax on items relating to equity is recognised in equity.
The corporation tax expense for the Group for 2024 was £0.1m (2023: £0.2m). Corporation tax is charged on any profits arising at the
following rates depending on location of the company or branch:
Isle of Man
0% (2023: 0%)
Republic of Ireland
12.5% (2023: 12.5%)
Japan branch
23.2% (2023: 23.2%)
Labuan
24% (2023: 24%)
The Bahamas
0% (2023: 0%)
2024
2023
£m
£m
Current year tax provisions
0.1
0.2
Adjustment to prior year tax provisions
-
-
0.1
0.2
No deferred tax asset is currently being recorded in relation to losses arising in Hansard Europe.
There is no material difference between the current tax charge in the consolidated statement of comprehensive income and the current tax
charge that would result from applying standard rates of tax to the profit before tax.
The OECD’s Pillar II global minimum tax, based on the Global Anti-Base Erosion (GloBE) Model Rules, is not expected to have an impact on
the Group, as the Group’s total revenue is less than €750m.
11 Earnings Per Share
2024
2023
Profit after tax (£m)
5.2
5.7
Weighted average number of shares in issue (millions)
137.6
137.6
Basic and diluted earnings per share in pence
3.8
4.1
The Directors believe that there is no material difference between the weighted average number of shares in issue for the purposes of
calculating either basic or diluted earnings per share. Earnings under either measure is 3.8p per share (2023: 4.1p).
12 Dividends
Interim dividends payable to shareholders are recognised in the year in which the dividends are paid. Final dividends payable are
recognised as liabilities when approved by the shareholders at the Annual General Meeting.
The following dividends have been paid by the Group during the year:
Per share
Total
Per share
Total
2024
2024
2023
2023
p
£m
p
£m
Final dividend in respect of previous financial year
2.65
3.6
2.65
3.5
Interim dividend in respect of current financial year
1.80
2.5
1.80
2.4
4.45
6.1
4.45
5.9
The Board has resolved to pay a final dividend of 2.65p per share on 14 November 2024, subject to approval at the Annual General Meeting,
based on shareholders on the register on 4 October 2024.
13 Intangible Assets and Property, Plant and Equipment
Intangible Assets
The historical cost of computer software is the purchase cost and the direct cost of internal development. Computer software is recognised
as an intangible asset.
2024
2023
£m
£m
Intangible assets
23.2
19.9
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Amortisation is calculated so as to amortise the cost of intangible assets, less their estimated residual values, on a straight-line basis over the
expected useful economic lives of the assets concerned and is included in administration and other expenses in the consolidated statement
of comprehensive income.
The economic lives used for this purpose are:
Computer software
3 to 15 years
The increase in computer software relates to capitalised costs associated with the development of a replacement policy administration
system. Following the migration of the Group’s policyholder book to the new system, amortisation commenced on 1st March 2024.The
asset will be amortised over 15 years based on management’s assessment of the useful economic life of the asset.
Computer Software
2024
2023
£m
£m
Costs as at 1 July
20.7
14.1
Capitalised additions
3.8
6.6
Cost as at 30 June
24.5
20.7
Accumulated amortisation at 1 July
(0.8)
(0.7)
Charge for the year
(0.5)
(0.1)
Accumulated amortisation as at 30 June
(1.3)
(0.8)
Net Book Value
23.2
19.9
The cost of computer software includes £13.3m of externally generated costs (2023: £11.2m) and £9.8m of internally generated costs (2023:
£8.7m). £1.1m of amortisation currently relates to externally generated costs (2023: £0.8m) and £0.2m relates to internally generated costs
(2023: £Nil)
Property, Plant and Equipment
Property, plant and equipment includes both tangible fixed assets and ‘right of use assets’ recognised in accordance with IFRS 16 ‘Leases’.
2024
2023
£m
£m
Property, plant and equipment
0.5
0.4
Right of use assets
2.1
2.4
2.6
2.8
Property, plant and equipment is stated at historical cost less depreciation and any impairment. The historical cost of property, plant and
equipment is the purchase cost, together with any incremental costs directly attributable to the acquisition.
Depreciation is calculated so as to amortise the cost of tangible assets, less their estimated residual values, on a straight-line basis over the
expected useful economic lives of the assets concerned and is included in administration and other expenses in the consolidated statement
of comprehensive income.
The economic lives used for this purpose are:
Freehold property
50 years
Computer equipment
3 to 5 years
Fixtures and fittings
4 years
Right of use assets are depreciated over the useful life of the lease.
2024
2023
Property plant and equipment
£m
£m
Cost as at 1 July
10.3
10.7
Additions
0.2
-
Disposals
-
(0.4)
Cost as at 30 June
10.5
10.3
Accumulated depreciation as at 1 July
(9.9)
(9.9)
Charge for the year
(0.1)
-
Accumulated depreciation as at 30 June
(10.0)
(9.9)
Net Book Value
0.5
0.4
Notes to the Consolidated Financial Statements continued
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IFRS 16 – Leases
The right-of-use assets for property leases are measured at an amount equal to the lease liability adjusted by the amount of any prepaid
or accrued lease payments recognised immediately before the date of initial application, being the commencement date. The liabilities are
measured at the present value of the remaining lease payments, discounted using an incremental borrowing rate. The weighted average
incremental borrowing rate applied to the lease liabilities on 30 June 2024 was 7% (2023: 7%).
The Group leases various offices around the world to service its clients and operations. Rental contracts are typically made for periods of
1 to 15 years, incorporating break clauses where applicable. Lease terms are negotiated on an individual basis and contain differing terms
and conditions. The lease agreements do not impose any covenants.
In determining the lease terms utilised in assessing the position under IFRS 16, management considers break clauses in leases, where
appropriate. No potential future outflows exist on leases beyond the break clause (2023: £nil). During the prior year the Group made the
decision to change their position on the likelihood of exercising the break clause for the leases at the Group’s head office. The previous
position assumed that these break clauses would be exercised. The Group now believes that the terms of the leases have become more
favorable in the current high inflation environment, as well as the amount spent on infrastructure at the property means it is likely that the
leases will continue past their break clause. As a result, the company recognised additions of £0.9m in both the right-of-use asset and lease
liability as at 30 June 2023.
Leases (other than those classified as short-term leases or leases of low-value assets) are recognised as a right-of-use asset and a
corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between
the liability and a finance cost. The finance cost is charged over the lease period so as to produce a constant periodic rate of interest on
the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the
lease term on a straight-line basis.
Short-term leases (those with a lease term or useful life of less than 12 months at inception) and leases of low value assets (comprising IT-
equipment and small items of office furniture) are recognised on a straight-line basis as an expense in administration and other expenses in
the consolidated statement of comprehensive income.
The recognition of the right-of-use asset represents an increase in the property, plant and equipment figure of £2.1m (30 June 2023: £2.4m).
Lease liabilities relating to the right-of-use asset are included within other payables. The interest recognised on the lease liabilities in respect
of the right of use asset was £0.1m (30 June 2023: £0.1m).
During the year ended 30 June 2021, the Group entered into a sub-lease for part of a building that is reported as a right-of-use asset. The
group has classified the sub-lease as an operating lease, as it does not transfer substantially all of the risks and rewards incidental to the
ownership of the sub-let asset. During the year ending 30 June 2024, the Group recognised rental income of less than £0.1m (2023: less
than £0.1m).
2024
2023
£m
£m
Right of use asset recognised 1 July
2.4
1.9
Additions during the period
-
0.9
Depreciation
(0.3)
(0.4)
Net book value of right of use asset as at 30 June
2.1
2.4
2024
2023
£m
£m
Lease liability recognised 1 July
2.9
2.3
Additions during the period
-
0.9
Lease payments made during the period
(0.4)
(0.4)
Interest on leases
0.2
0.1
Lease liability recognised as at 30 June
2.7
2.9
Of which are:
Current lease liabilities
0.2
0.2
Non-current lease liabilities
2.5
2.7
14 Deferred Origination Costs
Amortisation of deferred origination costs is charged within the origination costs line in the consolidated statement of comprehensive income.
Formal reviews to assess the recoverability of deferred origination costs on investment contracts are carried out at each balance sheet date
to determine whether there is any indication of impairment. If there is any indication of irrecoverability or impairment, the asset’s recoverable
amount is estimated. Impairment losses are reversed through the consolidated statement of comprehensive income if there is a change in
the estimates used to determine the recoverable amount. Such losses are reversed only to the extent that the asset’s carrying amount does
not exceed the carrying amount that would have been determined, net of amortisation where applicable, if no impairment loss had been
recognised.
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The amount of deferred origination costs amortised each year is determined by the estimated lives of the Group’s products (note 2). Reducing
the estimated life of the total portfolio by 1 year would increase the annual amortisation for the next financial year by £1.3m. Increasing the
estimated life of the total portfolio by 1 year would reduce the annual amortisation for the next financial year by £1.1m. Offsetting movements
would also arise in deferred income as outlined in note 18.
The movement in value over the financial year is summarised below.
2024
2023
£m
£m
At beginning of financial year
117.8
122.5
Origination costs incurred and deferred during the year
8.2
8.7
Origination costs amortised during the year
(13.9)
(13.4)
112.1
117.8
2024
2023
Carrying value
£m
£m
Expected to be amortised within one year
11.6
11.9
Expected to be amortised after one year
100.5
105.9
112.1
117.8
15 Other Receivables
Other receivables are initially recognised at fair value and subsequently measured at amortised cost, less any provision for impairment.
2024
2023
£m
£m
Commission receivable
1.4
1.4
Other debtors
3.7
2.3
Prepayments
1.2
1.2
6.3
4.9
Estimated to be settled within 12 months
6.3
4.9
Estimated to be settled after 12 months
-
-
6.3
4.9
Due to the short-term nature of these assets the carrying value is considered to reflect fair value.
16 Cash and Cash Equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term highly liquid investments with a
minimal cost to be converted to cash, typically with original maturities of three months or less, net of short-term overdraft positions where a
right of set-off exists. In the below table, Money market funds includes all immediately available cash, other than specific short-term deposits.
2024
2023
£m
£m
Money market funds and call bank deposits
47.3
46.8
Short-term deposits with credit institutions
0.6
5.4
47.9
52.2
Cash and cash equivalents are recognised on receipt prior to investment to contract holder funds.
Notes to the Consolidated Financial Statements continued
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17 Financial Liabilities Under Investment Contracts
17.1 Investment Contract Liabilities, Premiums and Benefits Paid
17.1.1 Investment Contract Liabilities
Investment contracts consist of unit-linked contracts written through subsidiary companies in the Group. Unit-linked liabilities are measured
at fair value by reference to the underlying net asset value of the Group’s unitised investment funds, determined on a bid basis, at the balance
sheet date.
The decision by the Group to designate its unit-linked liabilities at fair value through profit or loss is to eliminate a measurement inconsistency
that would otherwise arise from measuring the investments at FVTPL and the contract liabilities at amortised cost.
17.1.2 Investment Contract Premiums
Investment contract premiums are not included in the consolidated statement of comprehensive income but are reported as deposits to
investment contracts and are included in financial liabilities in the balance sheet. On existing business, a liability is recognised at the point
the premium falls due. The liability for premiums received on new business is deemed to commence at the acceptance of risk.
17.1.3 Benefits Paid
Withdrawals from policy contracts and other benefits paid are not included in the consolidated statement of comprehensive income but
are deducted from financial liabilities under investment contracts in the balance sheet. Benefits are deducted from financial liabilities and
transferred to amounts due to investment contract holders based on notifications received, when the benefit falls due for payment or, on the
earlier of the date when paid or when the contract ceases to be included within those liabilities.
17.2 Movement in Financial Liabilities Under Investment Contracts
The following table summarises the movement in liabilities under investment contracts during the year:
2024
2023
£m
£m
Deposits to investment contracts
108.3
116.3
Withdrawals from contracts and charges
(173.3)
(147.7)
Change in provisions for investment contract liabilities
114.4
40.6
Movement in year
49.4
9.2
At beginning of year
1,101.5
1,092.3
1,150.9
1,101.5
2024
2023
£m
£m
Contractually expected to be settled within 12 months
37.0
43.4
Contractually expected to be settled after 12 months
1,113.9
1,058.1
1,150.9
1,101.5
The change in provisions for investment contract liabilities includes dividend and interest income and net realised and unrealised gains and
losses on financial investments held to cover financial liabilities. Dividend income, interest income and gains and losses are accounted for
in accordance with note 6
17.3 Investments Held to Cover Liabilities Under Investment Contracts
The Group classifies its financial assets into the following categories: financial investments and trade receivables. Financial investments
consist of units in collective investment schemes, equity securities, fixed income securities and deposits with credit institutions. Collective
investment schemes, equity securities and fixed income securities are designated at fair value through profit or loss. Deposits with credit
institutions are designated at amortised cost.
The decision by the Group to designate its financial investments at fair value through profit or loss reflects the fact that the investment
portfolio is managed, and its performance evaluated, on a fair value basis.
The Group recognises purchases and sales of investments on trade date. Investment transaction costs are written off in administration
expenses as incurred.
All gains and losses derived from financial investments, realised or unrealised, are recognised within investment income in the consolidated
statement of comprehensive income in the period in which they arise.
The value of financial assets at fair value through profit or loss that are traded in active markets (such as trading securities) is based on quoted
market prices at the balance sheet date. The quoted market price for financial assets held by the Group is the current bid price. Investments
in funds are valued at the latest available net asset valuation provided by the administrators or managers of the funds and companies, unless
the Directors are aware of good reasons why such valuations would not be the most appropriate or indicative of fair value. Where necessary,
the Group uses other valuation methods to arrive at the stated fair value of its financial assets, such as recent arms’ length transactions or
reference to similar listed investments.
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Loans and receivables are financial assets with fixed or determinable payments that are not quoted on an active market. Loans and
receivables consist, primarily, of contract fees receivable, long-term cash deposits (i.e. with an original maturity duration in excess of three
months) and cash and cash equivalents.
The following investments, other assets and liabilities are held to cover financial liabilities under investment contracts. They are included
within the relevant headings on the condensed consolidated balance sheet.
2024
2023
£m
£m
Equity securities
78.9
52.0
Investments in collective investment schemes
937.5
915.4
Fixed income securities, bonds and structured notes
70.6
58.7
Deposits and money market funds
64.3
77.4
Total assets
1,151.3
1,103.5
Other payables
(0.4)
(2.0)
Financial investments held to cover financial liabilities
1,150.9
1,101.5
The other receivables and other payables fair value approximates amortised cost.
17.4 Amounts Due to Investment Contract Holders
Where financial liabilities under investment contracts mature or are redeemed by contact holders, such amounts payable are recorded as
amounts due to investment contract holders.
18 Deferred Income
Fees charged for services related to the management of investment contracts are recognised as revenue as the services are provided.
Initial fees which exceed the level of recurring fees and relate to the future provision of services are deferred. These are amortised over
the anticipated period in which services will be provided. The recognition of balances in the deferred income reserve is based on actuarial
assumptions regarding the estimated life of each policy. These actuarial assumptions are complex in nature and are subject to estimation
uncertainty (note 2). The actuarial assumptions are reviewed regularly by the Appointed Actuary.
The amount of deferred income amortised each year is determined by the estimated lives of the Group’s products. Reducing the estimated
life of the total portfolio by 1 year would increase the annual amortisation for the next financial year by £1.6m. Increasing the estimated life
of the total portfolio by 1 year would reduce the annual amortisation for the next financial year by £1.4m. Offsetting movements would also
arise in deferred income as outlined in note 14.
The movement in value of deferred income over the financial year is summarised below.
2024
2023
£m
£m
At beginning of financial year
144.8
145.1
Income received and deferred during the year
12.7
16.5
Income amortised and recognised in contract fees during the year
(17.3)
(16.8)
At the end of financial year
140.2
144.8
2024
2023
Carrying value
£m
£m
Expected to be amortised within one year
15.0
15.1
Expected to be amortised after one year
125.2
129.7
140.2
144.8
19 Other Payables
Other payables are initially recognised at fair value and subsequently measured at amortised cost. They are recognised at the point where
service is received but payment is due after the balance sheet date.
2024
2023
£m
£m
Commission payable
1.2
1.4
Other creditors and accruals
11.7
9.5
Lease liabilities of which:
Current lease liabilities
0.2
0.2
Non-current lease liabilities
2.5
2.7
15.6
13.8
Notes to the Consolidated Financial Statements continued
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20 Provisions
Provisions represent amounts to settle a number of the claims referred to in Note 26 ‘Contingent Liabilities’ where it is economically beneficial
to do so. Such provisions are calculated where there is an established pattern of settlement for that grouping of claims. The following table
reflects the movement in the provision during the period under review.
2024
2023
£m
£m
Settlement provision as at 1 July
0.1
0.2
Additional provisions made in the period
0.4
-
Released from the provision for settlements
-
(0.1)
Settlement provision as at 30 June
0.5
0.1
Further information outlined within IAS 37.85 is not disclosed on the basis that it may prejudice the Company’s position.
With the exception of the lease liabilities shown in note 13, and the provisions referred to above, all other payable balances, including
amounts due to contract holders, are deemed to be current. Due to the short-term nature of these payables the carrying value is considered
to reflect fair value.
21 Capital Management
It is the Group’s policy to maintain a strong capital base in order to:
•
satisfy the requirements of its contract holders, creditors and regulators.
•
maintain financial strength to support new business growth and create shareholder value.
•
match the profile of its assets and liabilities, taking account of the risks inherent in the business; and
•
generate operating cash flows to meet dividend requirements.
Within the Group each subsidiary company manages its own capital. Capital generated in excess of planned requirements is returned to
the Company by way of dividends. Group capital requirements are monitored by the Board.
The Company monitors capital on two bases:
•
the total shareholder’s equity, as per the balance sheet; and
•
the capital requirement of the relevant supervisory bodies, where subsidiaries are regulated.
The Group’s policy is for each company to hold the higher of:
•
the Company’s internal assessment of the capital required; or
•
the capital requirement of the relevant supervisory body, where applicable.
There has been no material change in the Group’s management of capital during the period. The Group continued to perform additional
modelling around risks arising from the current geopolitical position and global economic conditions, and to give consideration to emerging
market practice and regulatory expectations around capital conservation. All regulated entities within the Group exceed significantly the
minimum solvency requirements at the balance sheet date.
The Group’s lead regulator, the Isle of Man FSA, monitors capital requirements for the Group as a whole. The insurance subsidiaries are
directly supervised by their local regulators. The lead regulator’s approach to the measurement of capital adequacy is primarily based on
monitoring the relationship of the Solvency Capital Requirement (‘SCR’) to regulatory capital. All regulated entities within the Group exceed
the minimum solvency requirements at the balance sheet date. The capital held within Hansard Europe is considered not to be available for
dividend to Hansard Global plc until such time as the legal cases referred to in note 26 are substantially resolved.
22 Share Capital
2024
2023
£m
£m
Authorised:
200,000,000 ordinary shares of 50p
100.0
100.0
Issued and fully paid:
137,557,079 (2023: 137,557,079) ordinary shares of 50p
68.8
68.8
No shares (2023: nil) were issued or bought back in the year.
FINANCIALS
Hansard Global plc Report and Accounts 2024
23 Other Reserves
Other reserves comprise the merger reserve arising on the acquisition by the Company of its subsidiary companies on 1 July 2005, the share
premium account and the share save reserve. The merger reserve represents the difference between the par value of shares issued by the
Company for the acquisition of those companies, compared to the par value of the share capital and the share premium of those companies
at the date of acquisition.
2024
2023
£m
£m
Merger reserve
(48.5)
(48.5)
Share premium
0.1
0.1
Share save reserve
0.1
0.1
Reserve for own shares held within EBT
(0.3)
(0.2)
(48.6)
(48.5)
Included within other reserves is an amount representing 1,257,000 (2023: 557,000) ordinary shares held by the Group’s employee benefit
trust (‘EBT’) which were acquired at a cost of £0.5m (see note 24). The ordinary shares held by the trustee of the Group’s employee benefit
trust are treated as treasury shares in the consolidated balance sheet in accordance with IAS 32 ‘’Financial Instruments: Presentation’’.
This reserve arose when the Group acquired equity share capital under its EBT, which is held in trust by the trustee of the EBT. Treasury
shares cease to be accounted for as such when they are sold outside the Group, or the interest is transferred in full to the employee pursuant
to the terms of the incentive plan.
24 Equity Settled Share-Based Payments
The Company has established a number of equity-based payment programmes for eligible employees. The fair value of expected equity-
settled share-based payments under these programmes is calculated at date of grant using a standard option-pricing model and is amortised
over the vesting period on a straight-line basis through the consolidated statement of comprehensive income. A corresponding amount is
credited to equity over the same period.
At each balance sheet date, the Group reviews its estimate of the number of options expected to be exercised. The impact of any revision
in the number of such options is recognised in the consolidated statement of comprehensive income so that the charge to the consolidated
statement of comprehensive income is based on the number of options that vest. A corresponding adjustment is made to equity.
The estimated fair value of the schemes and the imputed cost for the period under review is not material to these financial statements.
24.1 SAYE Programme
This is a standard scheme approved by the Revenue authorities in the Isle of Man that is available to all employees where individuals may
make monthly contributions over three or five years to purchase shares at a price not less than 80% of the market price at the date of the
invitation to participate.
At the date of this report, the following options remain outstanding under each tranche:
2024
2023
Scheme year
No. of options
No. of options
2018
-
29,031
103
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Hansard Global plc Report and Accounts 2024
Notes to the Consolidated Financial Statements continued
A summary of the transactions in the existing SAYE programmes during the year is as follows:
2024
2023
Weighted
Weighted
average
average
No. of
exercise
No. of
exercise
options
price (p)
options
price (p)
Outstanding at the start of year
29,031
62
78,779
65
Granted
-
-
-
-
Exercised
-
-
-
-
Forfeited
(29,031)
62
(49,748)
66
Outstanding at end of year*
-
-
29,031
62
There were no new options granted during the current financial year.
24.2 Incentive Plan Employee Benefit Trust
An Employee Benefit Trust was established in February 2018 to hold shares awarded to employees as an incentive on a deferred basis. Shares
are granted under the scheme at fair value, which is based on the market value of the shares on that date. Shares granted under the scheme
are purchased by the Trust in the open market and held until vesting. Awards made under the scheme would normally vest after three years.
2024
2023
Share Awards
No. of Shares
No. of Shares
Outstanding at start of period
601,684
-
Granted
463,823
631,446
Forfeited
(64,608)
(29,762)
Vested
(74,899)
-
Outstanding at the end of period
926,000
601,684
The Trust has been funded by way of a loan, and as at 30 June 2024 the outstanding balance on the loan was £554,000 (30 June 2023:
£199,000). As at 30 June 2024 the Trust held 1,257,000 shares (2023: 557,000). 74,899 shares vested during the year ended 30 June 2024
(2023: none) and have not yet been transferred.
2024
2023
Shares held by the Trust
No. of Shares
No. of Shares
Outstanding at start of period
557,000
12,000
Granted
700,000
545,000
Forfeited
-
-
Vested
-
-
Outstanding at end of period
1,257,000
557,000
During the period the expense arising from share-based payment transactions was £0.1m (2023: £0.05m).
25 Related Party Transactions
25.1 Intra-Group Transactions
Various subsidiary companies within the Group perform services for other Group companies in the normal course of business. The financial
results of these activities are eliminated in the consolidated financial statements.
25.2 Key Management Personnel Compensation
Key management consists of 21 individuals (2023: 20), being members of the Group’s Executive Committee, executive Directors of direct
subsidiaries of the Company and the Non-executive Directors of both the Group and subsidiary companies
The aggregate remuneration paid to key management during the year-ended 30 June was as follows:
2024
2023
£m
£m
Short-term employee benefits
2.1
2.5
Post-employment benefits
0.3
0.2
Total
2.4
2.7
There were no outstanding amounts as at 30 June 2024 (2023: nil).
The total value of investment contracts issued by the Group and held by key management is nil (2023: nil).
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25.3 Transactions of Controlling Shareholder
Dr L S Polonsky is regarded as the controlling shareholder of the Group, as defined by the Listing Rules of the Financial Conduct Authority.
In the year ending 30 June 2024 there were no transactions with Dr Polonsky (2023: nil).
25.4 Incentive Plan Employee Benefit Trust
An Employee Benefit Trust was established in February 2018 to hold shares awarded to employees as an incentive on a deferred basis. The
Trust has been funded by way of a loan, and as at 30 June 2024 the outstanding balance on the loan was £554,000 (30 June 2023: £199,000.
As at 30 June 2024 the Trust held 1,257,000 shares (2023: 557,000).
26 Contingent Liabilities
26.1 Litigation
The Group does not and has never given any investment advice. Investment decisions are taken either by the contract holder directly or
through a professional intermediary appointed by the contract holder. Contract holders bear the financial risk relating to the investments
underpinning their contracts, as the policy benefits are linked to the value of the assets. Notwithstanding the above, financial services
institutions are frequently drawn into disputes in cases where the value and performance of assets selected by or on behalf of contract
holders fails to meet their expectations. At the balance sheet date, a number of fund structures remain affected by liquidity or other issues
that hinder their sales or redemptions on normal terms with a consequent adverse impact on policy transactions.
As reported previously, the Group has been subject to a number of complaints in relation to the selection and performance of assets linked
to contracts. The Group has been served with a number of writs arising from such complaints and other asset-related issues. Most of the
writs relate to historic business written prior to the closure to new business of Hansard Europe in 2013, with a minimal number relating to
Hansard International Limited. Most of the cases have arisen in Italy, with a smaller number in Belgium and Germany.
As at 30 June 2024, the Group had been served with cumulative writs with a net exposure totalling €23.8m, or £20.2m in sterling terms (30
June 2023: €26.1m / £22.4m) arising from contract holder complaints and other asset performance-related issues. The primary reason for
the decrease in contingent liabilities is due to a case with a potential exposure of approximately £1.4m now considered to be remote and
thus outside the scope of a contingent liability, as well as a reduction in the number of German cases.
During the year, the Group successfully defended 8 cases with net exposures of approximately £1.3m, 5 of which may be appealed by the
plaintiffs (2023: successfully defended 15 cases with net exposures of £1.9m). These successes continue to affirm confidence in the Group’s
legal arguments.
Our policy is to maintain contingent liabilities even where we win cases in the court of first instance if such cases have been subsequently
appealed.
We have previously noted that we expect a number of our claims to ultimately be covered by our Group insurance cover. During the year we
recorded £0.7m (2023: £0.1m) in total recoveries in relation to costs paid by the Group. We expect such reimbursement to continue during
the course of that litigation.
While it is not possible to forecast or determine the final results of pending or threatened legal proceedings, based on the pleadings
and advice received from the Group’s legal representatives, the Directors believe that the Group has strong defences to such claims.
Notwithstanding this, there may be circumstances where in order to avoid the expense and distraction of protracted litigation the Board may
consider it in the best interests of the Group and its shareholders to reach a commercial resolution with regard to certain of these claims.
Such cases totalled less than £0.4m (2023: less than £0.1m) during the period. A provision of £0.5m (2023: £0.1m) has been provided where
based on past experience it is expected that future settlements may be reached. Where an established pattern of settlement is established
for any grouping of claims, a provision for expected future settlements is made in line with IAS 37, to the extent that they can be reliably
estimated. This is outlined in Note 20.
It is not possible at this time to make any further reliable estimates of liability. Accordingly, no further provisions have been made beyond
those noted above.
Between 30 June 2024 and the date of this report, there have been no material developments.
26.2 Isle of Man Policyholders’ Compensation Scheme
The Group’s principal subsidiary, Hansard International is a member of the Isle of Man Policyholders’ Compensation Scheme governed by the
Life Assurance (Compensation of Policyholders) Regulations 1991. The objective of the Scheme is to provide compensation for policyholders
should an authorised insurer be unable to meet its liabilities to policyholders. In the event of a levy being charged by the Scheme members,
Hansard International would be obliged to meet the liability arising at the time. The maximum levy payable in accordance with the regulations
of the Scheme in respect of the insolvency of the insurer is 2% of long-term business liabilities. Hansard International’s products include a
clause in their terms and conditions permitting it to recover any monies paid out under the Scheme from contract holders.
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27 Foreign Exchange Rates
The Group’s functional currency is pounds sterling, being the currency of the primary economic environment in which the Group operates.
The Group’s presentational currency is also pounds sterling.
Foreign currency transactions are translated into sterling using the applicable exchange rate prevailing at the date of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange prevailing at the balance
sheet date, and the gains or losses on translation are recognised in the consolidated statement of comprehensive income.
Non-monetary assets and liabilities that are held at historical cost are translated using exchange rates prevailing at the date of transaction;
those held at fair value are translated using exchange rates ruling at the date on which the fair value was determined.
The closing exchange rates used by the Group for the conversion of significant consolidated balance sheet items to sterling were as follows:
2024
2022
US Dollar
1.26
1.27
Japanese Yen
203
184
Euro
1.18
1.17
28 Events After the Reporting Period
This report for the year ended 30 June 2024 was approved for issue on 25 September 2024. No material events have occurred between the
reporting date and the issue date that require disclosure under IAS 10.
Notes to the Consolidated Financial Statements continued
FINANCIALS
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Hansard Global plc Report and Accounts 2024
Share
Other
Retained
capital
reserves
earnings
Total
£m
£m
£m
£m
At 1 July 2022
68.8
0.2
15.4
84.4
Profit and total comprehensive income for the
year after taxation
-
-
6.2
6.2
Transactions with owners
Dividends paid
-
-
(5.9)
(5.9)
At 30 June 2023
68.8
0.2
15.7
84.7
Share
Other
Retained
capital
reserves
earnings
Total
£m
£m
£m
£m
At 1 July 2023
68.8
0.2
15.7
84.7
Profit and total comprehensive income for the
year after taxation
-
-
5.2
5.2
Transactions with owners
Dividends paid
-
-
(6.1)
(6.1)
At 30 June 2024
68.8
0.2
14.8
83.8
The notes on pages 110 to 115 form an integral part of these financial statements.
Hansard Global plc
Parent Company Statement of Changes in Equity
for the Year Ended 30 June 2024
108
Hansard Global plc Report and Accounts 2024
2024
2023
Notes
£m
£m
Assets
Fixed assets
Intangible assets
6
23.2
19.9
Property, plant and equipment
7
0.3
0.4
Investment in subsidiary companies
4
72.5
72.5
Current assets
Cash and cash equivalents
2.4
0.1
Amounts due from subsidiary companies
5
-
1.4
Other receivables
0.4
0.7
Total assets
98.8
95.0
Liabilities
Other payables
2.0
1.7
Amounts due to subsidiary companies
5
13.0
8.6
Total liabilities
15.0
10.3
Net assets
83.8
84.7
Shareholders’ equity
Called up share capital
8
68.8
68.8
Share premium
0.1
0.1
Retained earnings
14.8
15.7
Share based payments reserve
0.1
0.1
Total shareholders’ equity
83.8
84.7
The notes on pages 110 to 115 form an integral part of these financial statements.
The parent company financial statements on pages 107 to 109 were approved by the Board on 25 September 2024 and
signed on its behalf by:
Thomas Morfett
David Peach
Director
Director
Hansard Global plc
Parent Company Balance Sheet
as at 30 June 2024
FINANCIALS
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Hansard Global plc Report and Accounts 2024
2024
2023
£m
£m
Cash flow from operating activities
Profit before tax for the year
5.2
6.2
Adjustments for:
Dividends received
(14.3)
(11.5)
Movement in share based payments reserve
-
-
Changes in operating assets and liabilities
Increase in amounts due to subsidiaries
5.8
6.4
Decrease / (increase) in debtors
0.3
(0.2)
Increase / (decrease) in creditors
0.3
(0.4)
Cash flow (used in) / generated from operations
(2.7)
0.5
Cash flows from investing activities
Dividends received
14.3
11.5
Purchase of intangible assets
(3.2)
(6.1)
Cash flows from investing activities
11.1
5.4
Cash flows from financing activities
Dividends paid
(6.1)
(5.9)
Cash flows used in financing activities
(6.1)
(5.9)
Net increase in cash and cash equivalents
2.3
-
Cash and cash equivalents at beginning of year
0.1
0.1
Cash and cash equivalents at year end
2.4
0.1
The notes on pages 110 to 115 form an integral part of these financial statements.
Hansard Global plc
Parent Company Cash Flow Statement
for the Year Ended 30 June 2024
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Notes to the Parent Company Financial Statements
1. General Information
Hansard Global plc (“the Company”) is a limited liability company, and is incorporated and domiciled in the Isle of Man. The registered office
of the company is 55 Athol Street, Douglas, Isle of Man, IM99 1QL. The Company is listed on the London Stock Exchange.
The principal activity of the Company is to act as the holding company of the Hansard group of companies (“the Group”).
The Company has its primary listing on the London Stock Exchange.
2. Significant Accounting Policies
2.1 Basis of Preparation
The individual financial statements of the Company have been prepared on a going concern basis in compliance with United Kingdom
Standards including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the United Kingdom and the Republic
of Ireland’ (“FRS 102”) and the Isle of Man Companies Acts 1931 to 2004. They are prepared under the historical cost convention. In
accordance with the provisions of the Isle of Man Companies Act 1982 the Company has not presented its own profit and loss account. The
Company’s profit for the year ended 30 June 2024, including dividends received from subsidiaries, was £5.2m (2023: £6.2m).
The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires
management to exercise judgement in the process of applying the accounting policies. The areas involving a higher degree of judgement
or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.
2.2 Investment Income
Investment income includes interest and dividends. Interest is accounted for on an accruals basis. Dividends are accrued on an ex-dividend
basis.
2.3 Dividends Payable
Dividends payable to shareholders are recognised in the year in which the dividends are approved. These amounts are recognised in the
statement of changes in equity.
2.4 Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for services rendered
net of returns, discounts and rebates allowed by the Company, and value added taxes.
Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair
value of the consideration is measured as the present value of all future receipts using the imputed rate of interest.
The Company recognises revenue when the services are rendered, the amount of revenue can be measured reliably, and it is probable that
future economic benefits will flow to the Company.
2.5 Employee Benefits
The Company provides a range of competitive benefits to employees in line with local legislation for the jurisdiction in which they are based.
Our Head Office proposition includes private health insurance with the option to include family members, permanent health insurance, death
in service scheme, annual bonus arrangements, and non-contributory pension plans which can be further enhanced via salary sacrifice
arrangements.
Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the
service is received.
A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions
have been paid the Company has no further payment obligations. The contributions are recognised as an expense when they are due.
Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the Company in independently
administered funds.
The Company operates an annual bonus plan for employees. An expense is recognised in the profit and loss account when the Company
has a legal or constructive obligation to make payments under the plan as a result of past events and a reliable estimate of the obligation
can be made.
FINANCIALS
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Notes to the Parent Company Financial Statements
continued
2.6 Investments in Subsidiaries
Investments in subsidiary companies are held at cost, adjusted for any impairment.
2.7 Foreign Currencies
The Company’s presentational and functional currency is pounds sterling, being the currency of the primary economic environment in which
the Company operates.
Foreign currency transactions are translated into sterling using the approximate exchange rate prevailing at the date of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange prevailing at the balance
sheet date and the gains or losses on translation are recognised in the profit and loss account.
2.8 Property, Plant and Equipment
Property, plant and equipment is stated at historic purchase cost less accumulated depreciation.
The cost of property, plant and equipment is their purchase cost, together with any incidental costs of acquisition. Depreciation is calculated
so as to write off the cost of tangible assets, less their estimated residual values, on a straight-line basis over the expected useful economic
lives of the assets concerned. The principal rates used for this purpose are:
Freehold property
50 years
Computer equipment
3 years
Fixtures and fittings
4 years
2.9 Intangible Assets
Intangible fixed assets are stated at historic purchase cost less accumulated amortisation. The cost of intangible assets is their purchase
cost, together with any incidental costs of acquisition. Amortisation is calculated so as to write off the cost of intangible assets, less their
estimated residual values, on a straight-line basis over the expected useful economic lives of the assets concerned. The intangible asset
represents a new suite of IT systems, brought into use on 1 March 2024. Amortisation commenced from that date, with the cost being
amortised over 15 years, which is deemed to be the useful economic life of the asset.
2.10 Cash and Cash Equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term highly liquid investments with a
minimal cost to be converted to cash, typically with original maturities of three months or less, net of short-term overdraft positions where
a right of set-off exists.
2.11 Financial Instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.
(i) Financial Assets
Basic financial assets, including trade and other receivables, (i.e., debtors and amounts due from group undertakings) and cash at bank,
are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured
at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost
using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an
asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows
discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed.
The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not
previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially
all the risks and rewards of ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another
party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
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Hansard Global plc Report and Accounts 2024
(ii) Financial Liabilities
Basic financial liabilities, including accruals and other creditors, and amounts due to group undertakings, are initially recognised at transaction
price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future
receipts discounted at a market rate of interest.
Other creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or
expires.
2.12 Operating Lease Assets
Leases that do not transfer all of the risks of ownership are classified as operating leases. Payments under operating leases are charged to
the profit and loss account on a straight-line basis over the period of the lease.
2.13 Share Capital
Ordinary shares are classified as equity.
2.14 Related Parties
The Company discloses transactions with related parties which are not wholly owned by the same group. It does not disclose transactions
with members of the same group that are wholly owned.
3. Critical Accounting Estimates and Judgements in Applying Accounting Polices
Estimates, assumptions and judgements are used in the application of accounting policies in these financial statements. Critical accounting
estimates are those which involve the most complex or subjective judgements or assessments. Estimates, assumptions and judgements are
evaluated continually and are based on historical experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances. Actual outcomes may differ from assumptions and estimates made by management.
There are no areas in which the Company applies significant accounting estimates or assumptions.
4. Investments in Subsidiary Companies
The following schedule reflects the Company’s subsidiary companies at the balance sheet date and at the date of this report. All companies
are wholly owned and incorporated in the Isle of Man, except where indicated.
Subsidiary Company
Hansard International Limited
Hansard Worldwide Limited (incorporated in The Bahamas)
Hansard Europe Designated Activity Company (incorporated in the Republic of Ireland)
Hansard Development Services Limited
Hansard Administration Services Limited
The holding value of the Company’s investment in its subsidiaries is assessed annually for evidence of impairment. This assessment
considers, among other factors, the cost versus carrying value of the investment, future dividend flows, going concern and the Value of In-
Force of the Company’s subsidiaries in order to confirm there are no indicators of impairment identified.
5. Amounts Due/due to from Subsidiary Companies
The Company and various subsidiary companies within the Group perform services for other Group companies in the normal course of
business. All balances are unsecured, interest free and repayable on demand.
Notes to the Parent Company Financial Statements
continued
FINANCIALS
113
Hansard Global plc Report and Accounts 2024
Notes to the Parent Company Financial Statements
continued
6. Intangible Assets
The historical cost of computer software is the purchase cost and the direct cost of internal development. Computer software is recognised
as an intangible asset.
2024
2023
£m
£m
Cost as at 1 July
19.9
13.3
Additions
3.8
6.6
Amortisation
(0.5)
-
Cost as at 30 June
23.2
19.9
The asset was brought into use as at 1 March 2024 and will be amortised over 15 years based on management’s assessment of the useful
economic life of the asset.
The cost of computer software includes £13.6m of externally generated costs (2023: £11.2m) and £10.1m of internally generated costs
(2023: £8.7m). Amortisation includes £0.3m of externally generated costs (2023: £Nil) and £0.2m of internally generated costs (2023: £Nil).
7. Property, Plant and Equipment
Depreciation is included in the profit and loss account and calculated in line with the accounting policy published above.
2024
2023
Carrying Values
£m
£m
Property, plant and equipment
0.3
0.4
Property, plant and equipment is stated at historical cost less depreciation and any impairment. The historical cost of property, computer
equipment and fixtures & fittings is the purchase cost, together with any incremental costs directly attributable to the acquisition.
Depreciation is calculated so as to amortise the cost of tangible assets, less their estimated residual values, on a straight-line basis over
the expected useful economic lives of the assets concerned and is included in administration and other expenses in the statement of
comprehensive income.
The carrying amount, residual value and useful life of the Company’s plant and equipment is reviewed annually to determine whether there
is any indication of impairment, or a change in residual value or expected useful life. If there is any indication of impairment, the asset’s
carrying value is revised.
The economic lives used for this purpose are:
Fixtures & fittings 4-10 years
2024
2023
Fixtures and fittings
£m
£m
Cost as at 1 July
1.2
0.4
Addition
-
-
Cost as at 30 June
1.2
1.2
Accumulated Depreciation as at 1 July
(0.8)
(0.7)
Charge for the year
(0.1)
(0.1)
Accumulated depreciation as at 30 June
(0.9)
(0.8)
Net Book Value
0.3
0.4
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Hansard Global plc Report and Accounts 2024
Notes to the Parent Company Financial Statements
continued
8. Share Capital
2024
2023
£m
£m
Authorised:
200,000,000 ordinary shares of 50p
100.0
100.0
Issued and fully paid:
137,557,079 (2022: 137,557,079) ordinary shares of 50p
68.8
68.8
During the year no shares were issued or bought back (2023: nil).
The Company has previously received clearance from the London Stock Exchange to list a maximum of 1,200,000 shares necessary to meet
its obligations to employees under the terms of the employee share save (SAYE) scheme. As at 30 June 2024 924,123 shares remained
available for listing (2023: 924,123).
9. Related Party Transactions
The company has wholly owned subsidiaries as referred to in Note 4. Dr L S Polonsky is regarded as the controlling shareholder of the Group,
as defined by the Listing Rules of the Financial Conduct Authority.
During the year fees totalling £0.3m (2023: £0.3m) were paid to Non-executive Directors.
The aggregate remuneration paid to key management of the Company for the year ended 30 June was as follows:
2024
2023
£m
£m
Salaries, wages and bonuses
1.7
1.8
10. Equity Settled Share-based Payments
10.1 SAYE Programme
Shareholders have approved a Save as You Earn (“SAYE”) share save program for employees. The scheme is a standard SAYE plan, approved
by the Revenue Authorities in the Isle of Man and is available to eligible employees. Under the terms of the scheme, individuals can invest
up to £500 per month for a three or five-year period to purchase shares at a price not less than 80% of the market price on the date of the
invitation to participate.
The scheme can be operated annually, with the option price and awards criteria normally being established in February. No scheme was
issued during the years ended 30 June 2021 to 30 June 2024. The estimated fair value of the schemes and the imputed cost for the period
under review is not material to these financial statements.
Details are available in note 24 to the consolidated financial statements
10.2 Incentive Plan Employee Benefit Trust
An Employee Benefit Trust was established in February 2018 to hold shares awarded to employees as an incentive on a deferred basis.
Shares awarded under the scheme are purchased by the Trust in the open market and held until vesting. Awards made under the scheme
would normally vest after three years. The shares are granted at fair value which is based on the market value of the shares on that date.
2024
2023
Share Awards
No. of Shares
No. of Shares
Outstanding at start of period
601,684
-
Granted
463,823
631,446
Forfeited
(64,608)
(29,762)
Vested
(74,899)
-
Outstanding at end of period
926,000
601,684
The Trust has been funded by way of a loan and as 30 June 2024 the outstanding balance on the loan was £554,000 (30 June 2023: £223,000).
As at 30 June 2024 the Trust held 1,257,000 shares (2023: 557,000). 74,899 shares vested during the year ended 30 June 2024 (2023: none)
and have not yet been transferred.
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INFORMATION
INFORMATION
2024
2023
Shares Held by the Trust
No. of Shares
No. of Shares
Outstanding at start of period
557,000
12,000
Granted
700,000
545,000
Forfeited
-
-
Transferred following vesting
-
-
Outstanding at end of period
1,257,000
557,000
During the period the expense arising from share-based payment transactions was £0.1m (2023: £0.05m).
11. Events After the Reporting Period
This report for the year ended 30 June 2024 was approved for issue on 25 September 2024. No material events have occurred between the
reporting date and the issue date that require disclosure under IAS 10.
Notes to the Parent Company Financial Statements
continued
116
Hansard Global plc Report and Accounts 2024
Other Information
Risk Based Solvency Capital
A) Risk Based Solvency Capital Position
The Group is subject to the Isle of Man Insurance (Group Supervision) Regulations 2019.
It has adopted the default consolidated accounts method (“Method 1”) to calculate the Group Solvency Capital Requirement (“SCR”) and
Own Funds as required by these regulations. The solvency position as 30 June 2024 has been reported below on this basis.
The Group shareholder Risk Based Solvency surplus at 30 June 2024 was £39.4m (30 June 2023: £44.6m), before allowing for payment of
the 2024 final ordinary dividend.
All Risk Based Solvency and related data presented in this section is subject to change prior to submission to regulatory authorities.
Group Risk Based Solvency capital position
30 June 2024
30 June 2024
Total
Total
£m
£m
Own Funds
119.6
124.9
Solvency Capital Requirement
80.2
80.3
Free assets
39.4
44.6
Solvency ratio (%)
149%
156%
All Own Funds are considered Tier 1 capital.
The following compares Own Funds as at 30 June 2024 and 30 June 2023:
30 June 2024
30 June 2024
Own Funds
Own Funds
£m
£m
Value of In-Force
110.8
124.4
Risk Margin
(12.6)
(24.9)
Net Worth
21.0
25.4
Total
119.6
124.9
B) Analysis of Movement in Group Solvency Surplus
A summary of the movement in Group Solvency Surplus from £44.6m at 30 June 2023 to £39.4m at 30 June 2024 is set out in the table below.
£m
Risk Based Solvency surplus at 30 June 2023
44.6
Operating experience
(5.5)
Investment performance
5.3
Changes in assumptions
0.9
Impact of dividends paid
(5.5)
Foreign exchange
(0.4)
Risk Based Solvency surplus at 30 June 2024
39.4
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Hansard Global plc Report and Accounts 2024
INFORMATION
INFORMATION
The movement in Group Risk Based Solvency surplus the 2024 financial year was the result of dividends paid, operating experience
and negative exchange rate movements, offset by changes in assumptions and positive investment market performance. The change in
assumptions captures the impact of the recent change to the Risk Margin calculation methodology implemented by the IOMFSA.
New business written had a negative £4.4m impact on solvency surplus for the period.
C) Analysis of Group Solvency Capital Requirement
The analysis of the Group’s Solvency Capital Requirement (“SCR”) by risk type is as follows:
Split of the Groups Solvency Capital Requirement*
30 June
30 June
2024
2023
Risks
% of SCR
% of SCR
Market
Equity
46%
44%
Currency
12%
14%
Insurance
Lapse
48%
50%
Expense
19%
17%
Default
2%
2%
Operational
19%
18%
* Figures are the capital requirements prior to diversification benefits expressed as a percentage of the final diversified SCR.
D) Reconciliation of IFRS Equity to Group Risk Based Solvency Shareholder Own Funds
30 June
30 June
2024
2023
£m
£m
IFRS shareholders’ equity
20.4
21.8
Elimination of DOC
(112.1)
(117.8)
Elimination of DIR
140.2
144.8
Value of In-Force
110.8
124.4
Liability valuation differences*
(3.4)
(3.5)
Impact of risk margin
(12.6)
(24.9)
Other**
(24.1)
(19.9)
Risk Based Solvency Shareholder Own Funds
119.6
124.9
* Liability valuation differences relate to additional provisions made for risk-based capital purposes, notably for contingent liabilities.
** Other is related to Intangible Assets not recognised on the solvency balance sheet.
E) Sensitivty Analysis
The sensitivity of the Own Funds of the Group and of the Group’s life insurance subsidiaries to significant changes in market conditions is
as follows:
30 June
30 June
2024
2023
Group
Group
£m
£m
Own Funds
119.6
124.9
Impact of:
10% instantaneous fall in equity markets
(8.3)
(8.6)
100 basis points decrease in interest rates
(0.4)
(0.8)
10% increase in expenses
(7.2)
(7.4)
1% increase in expense inflation
(4.6)
(5.3)
10% strengthening of sterling
(9.6)
(11.5)
Other Information
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Glossary
Annualised Premium Equivalent (“APE”)
An industry measure of insurance new business sales. It is
calculated as the sum of regular premiums and 10% of single
premiums written in the year.
Assets Under Administration (“AUA”)
A measure of the total assets that the Group administers on behalf
of contract holders, who have selected an external third party
investment manager.
Compensation Credit (“CC”)
The Group’s prime indicator of calculating new business
production, weighted where appropriate. This indicates the relative
value of each piece of new business and is used, therefore, in the
calculation of commission payable.
Corporate Governance Code (“the Code”)
The UK Corporate Governance Code sets out guidance in the
form of principles and provisions on how companies should be
directed and controlled to follow good governance practice. The
Financial Reporting Council requires companies listed in the UK
to disclose how they have applied principles of the Code and
whether they have complied with its provisions throughout the
accounting year. Where the provisions have not been complied
with, companies must provide an explanation for this.
Covered Business
The in-force business of the Group, including all contracts issued
by the Group’s life insurance subsidiaries and subsidiaries
providing administration, distribution and other services, as at the
valuation date. It excludes the value of any future new business
that the Group may write after the valuation date.
Deferred Origination Costs (“DOC”)
The method of accounting whereby origination costs of long-
term business are deferred in the balance sheet as an asset
and amortised over the life of those contracts. This leads to a
smoothed recognition of up front expenses instead of the full cost
in the year of sale.
Deferred Income (“DIR”)
The method of accounting whereby front end fees that relate
to services to be provided in future periods are deferred in the
balance sheet as a liability and amortised over the life of those
contracts. This leads to a smoothed recognition of up front income
instead of the full income in the year of sale.
Discounting
The reduction to present value at a given date of a future cash
transaction at an assumed rate, using a discount factor reflecting
the time value of money.
Earnings Per Share (“EPS”)
EPS is a commonly used financial metric which can be used to
measure the profitability and strength of a company over time.
EPS is calculated by dividing profit by the number of ordinary
shares. Basic EPS uses the weighted average number of ordinary
shares outstanding during the year. Diluted EPS adjusts the
weighted average number of ordinary shares outstanding to
assume conversion of all dilutive potential ordinary shares, for
example share awards and share options awarded to employees.
Economic Assumptions
Assumptions in relation to future interest rates, investment returns,
inflation and tax.
Enterprise Risk Management (“ERM”) Programme.
The Framework of governance, risk management and internal
control arrangements implemented by the Group to promote
identification, monitoring and management of existing and
emerging risks.
Group
Hansard Global plc and its subsidiaries.
Growth Investment Spend
Costs we incur investing in the future of our business, including
technology to support our growth.
Independent Financial Advisors (“IFAs”)
A person or organisation authorised to give advice on financial
matters and to sell the products of financial service providers.
Outside the UK IFAs may be referred to by other names.
In-force
Long-term business which has been written before the period end
and which has not terminated before the period end.
International Financial Reporting Standards (“IFRS”)
International Financial Reporting Standards are accounting
standards issued by the International Accounting Standards
Board (“IASB”). The Group’s consolidated financial statements
are required to be prepared in accordance with IFRS as adopted
by the United Kingdom to allow comparable reporting between
companies.
IFRS Equity Per Share
Total IFRS equity divided by the diluted number of issued shares
at the end of the period.
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Key Performance Indicators (“KPI”)
This is one of a number of measures by reference to which the
development, performance or position of the business can be
measured effectively.
Maintenance Expenses
Expenses related to the servicing of the in-force book of business
(including investment and termination expenses and a share of
overheads).
Net Worth
The market value of the shareholders’ funds, determined on an
IFRS basis, adjusted to exclude certain assets such as the deferred
origination costs and liabilities such as deferred income and to
add back any non-admissible assets. This has been adjusted for
statutory reserves on the “Own Funds” basis.
New Business Contribution (“NBC”)
The expected present value of all future cash flows attributable to
shareholders from new business. NBC is calculated after the effect
of any frictional costs. Unless otherwise stated, it is also quoted
net of tax. It is calculated at point of sale. NBC is shown after
allowing for the cost of required capital, calculated on the same
basis as in-force business.
New Business Margin (“NBM”)
NBC expressed as a percentage of PVNBP. This measures whether
new business written is adding value or eroding value. It is a
measure of profitability (not profit), comparing the expected profit
(or losses) with the value of expected premiums.
New Business Strain (“NBS”)
Costs involved in acquiring new business (such as commission
payments to intermediaries, expenses and reserves) affecting the
insurance company’s financial position at that point and where all
of the income from that new business (including premiums and
investment income) has not yet been received and will not be
received until a point in the future. To begin with, therefore, a strain
may be created where cash outflows exceed inflows.
Origination Costs
Expenses related to the procurement and processing of new
business written including a share of overheads. Sometimes known
as acquisition costs.
Own Funds
Those funds as defined under Solvency II, comprising Basic Own
Funds and Ancillary Own Funds. Basic Own Funds consist of
the excess of assets over liabilities as valued in accordance with
Solvency II rules. Ancillary Own Funds consist of items other than
Basic Own Funds which can be called up to absorb losses such as
unpaid share capital or letters of credit and guarantees. The Group
does not have any such Ancillary Own Funds.
Present Value of New Business Premiums (“PVNBP”)
The industry measure of insurance new business sales under the
European Embedded Value methodology. It is calculated as 100%
of single premiums plus the expected present value of new regular
premiums.
Regular Premium
A regular premium contract (as opposed to a single premium
contract), is one where the contract holder agrees at inception to
make regular payments throughout the term of the contract.
Risk Based Solvency
Solvency calculated according to the Isle of Man Insurance
(Long-term business Valuation and Solvency) Regulations 2021. A
solvency regime designed to be capable of a positive Solvency II
equivalence assessment.
Risk Discount Rate
The present value of a future cash amount depends on its currency
and the time until it will become available. The present value
is determined using a discount rate that reflects currency and
timing. Discount rates are set based on swap rates for the relevant
currency determined at year-long intervals for amounts in GBP,
EUR, USD and JPY up to year 30, and the year 30 rate thereafter.
This covers over 95% of the future expected cash amounts by
funds under management: other currencies are assumed to be
subject to the GBP rate. Year 1 rates are used to unwind the
existing business and are shown separately in the disclosures.
Single Premium
A single premium contract (as opposed to a regular premium
contract (see above)), involves the payment of one premium
at inception with no obligation for the contract holder to make
subsequent additional payments.
Solvency II
The EU-wide regulatory regime which aims to more closely align
solvency capital to an insurer’s risk profile. It came into force on 1
January 2016.
Unit-linked Policy
A policy where the benefits are determined by reference to the
investment performance of a specified pool of assets referred to as
the unit-linked fund.
Value of In-Force (“VIF”)
The present value of expected future shareholder profits less the
present value cost of holding capital required to support the in-
force business.
Glossary
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Financial Calendar for the financial year ending 30 June 2025
Annual General Meeting
13 November 2024
Payment date for final dividend
14 November 2024
Publication of half-yearly results
6 March 2025
Declaration of interim dividend
6 March 2025
Ex-dividend date for interim dividend
13 March 2025
Record date for interim dividend
14 March 2025
Payment of interim dividend
24 April 2025
Announcement of results for the year ended 30 June 2024
25 September 2025
Declaration of final dividend
25 September 2025
Ex-dividend date for final dividend
2 October 2025
Record date for final dividend
3 October 2025
Annual General Meeting
5 November 2025
Payment date for final dividend
13 November 2025
Financial Calendar
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Registered Office
55 Athol Street
Douglas
Isle of Man
IM99 1QL
Tel: +44 (0)1624 688000
Fax: +44 (0)1624 688008
www.hansard.com
President
Dr Leonard S Polonsky, CBE
Leonard.Polonsky@hansard.com
Non-executive chair
Philip Kay
Philip.Kay@hansard.com
Financial Advisor
Rothschild & Co.
New Court
St. Swithin’s Lane
London
EC4N 8AL
Tel: +44 (0)20 780 1966
Independent Auditor
KPMG Audit LLC
Heritage Court
41 Athol Street
Douglas
Isle of Man
IM1 1LA
Tel: +44 (0)1624 681000
Media Enquiries
Camarco
107 Cheapside
London
EC2V 6DN
Tel: +44 (0)20 3757 4980
Broker
Panmure Gordon (UK) Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Tel. +44 (0)20 7886 2500
Registrar
Link Market Services (Isle of Man) Limited
PO Box 227
Peveril Buildings
Peveril Square
Douglas
Isle of Man
IM99 1RZ
Tel (UK): 0871 664 0300*
Tel: +44 (0)20 8639 3399
UK Transfer Agent
Link Market Services Trustees Limited
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Tel (UK): 0871 664 0300*
Tel: +44 (0)20 8639 3399
Contacts and Advisors
*NB: 0871 Number – calls cost 12p per minute plus network extras. If you are outside the United Kingdom, please call +44 371 664 0300.
Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am – 5.30 pm,
Monday to Friday excluding public holidays in England and Wales.
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INFORMATION
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hansard.com
Hansard Global plc
55 Athol Street
Douglas
Isle of Man
IM99 1QL
British Isles
Tel: +44 (0)1624 688000
hansard.com