Legal & General Group
Annual Report 2020

Plain-text annual report

Making a difference through inclusive capitalism Legal & General Group Plc Annual Report and Accounts 2020 Improving lives through inclusive capitalism Our purpose is to improve the lives of our customers, build a better society for the long term and create value for our shareholders. This inspires us to use our long-term assets in an economically and socially useful way to benefit everyone in our communities. Legal & General Group Plc Annual Report and Accounts 2020 Highlights Strategic report Operating profit# £m Net release from operations £m Earnings per share p Contents 2,335 2,286 2,218 2,055 31.87 30.79 30.92 27.00 1,562 1,411 1,454 1,440 1,597* 1,539 21.22 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 *2019 has been restated to reflect a reallocation of divisional-related project expenditure from Group investment projects which reduced Net release from operations by £18 million. There is no impact on total Operating profit. Return on equity Solvency II capital coverage ratio (shareholder basis, unaudited) Employee satisfaction index 17.3% (2019: 20.4%) 177% (2019: 184%) 77% (2019: 72%) Strategic report Highlights Chairman’s statement Chief Executive Officer’s Q&A Landscape Our strategy Growth drivers and stakeholders Our business model Chief Financial Officer’s Q&A Tax review Business review Institutional retirement Making a difference Retail retirement Care and ageing Investment management Our journey to net zero Capital investment Jobs and growth Insurance Managing risk Group Board viability statement Principal risks and uncertainties A sustainable business 1 2 4 6 8 10 12 16 19 20 21 24 26 28 30 32 34 36 38 40 43 44 48 58 60 62 64 Governance Board of directors Executive Committee Letter from the Chairman Stakeholder engagement Major decisions and 68 discussions during 2020 69 Employee engagement 70 Covid-19 case study Governance report 72 Committed to the highest standards 76 Nominations and Corporate 78 Governance Committee report 82 Audit Committee report Group Risk Committee report 86 Directors’ report on remuneration (DRR) 88 90 DRR quick read summary 94 Remuneration policy 96 Annual report on remuneration Financial statements Group consolidated financial statements Primary statements and performance Balance sheet management Additional financial information Company financial statements 116 126 145 210 241 Other information 248 Directors’ report 252 Shareholder information Alternative performance measures 254 255 Glossary Profit before tax Adjusted profit before tax attributable to equity holders £1,499m £1,788m (2019: £2,156m) (2019: £2,112m) Note: throughout this report, all bar chart scales start from zero. Performance measures and remuneration The performance measures used for the purpose of determining variable elements of directors’ remuneration are aligned to the Group’s key performance indicators (KPIs). The above KPIs which form the basis of this determination are identified with the following icon . For more details, refer to pages 94 to 95 of the Directors’ report on remuneration. The categories to which the above KPIs are aligned are: • Profitability – Net release from operations. – Operating profit. – Earnings per share. – Return on equity. • Strategic priorities and non‑financial goals – Capital: Solvency II capital coverage ratio (shareholder basis). – Culture: employee satisfaction index. The Group uses alternative performance measures (APMs) to help explain its business performance. Further information on APMs, including a reconciliation to the financial statements (where possible), can be found on page 254. # References to ‘operating profit’ in the strategic report represent ‘Group adjusted operating profit’, an alternative performance measure defined in the glossary. Fast Read report A summary of the annual report, highlighting strategy, performance and how the Group is structured is available online. www.legalandgeneralgroup.com/ 2020fastread Highlights Legal & General Group Plc Annual Report and Accounts 2020 1 Chairman’s statement What we do through inclusive capital makes a significant difference.” Sir John Kingman Chairman Achieving inclusive capitalism 2020 has been an extraordinary year, and I should like to record my thanks, and those of my fellow Board members, to each of our 10,000 employees for their commitment. Covid-19 is the greatest challenge to our way of life in recent times. We thank the dedicated healthcare professionals and key workers who have worked so hard to keep us safe. Our thoughts are with those who have experienced illness or the loss of loved ones. Our thoughts are also with the family and friends of Sir David Prosser, our former Chief Executive Officer, who sadly died in March 2020. Sir David was admired and respected by his colleagues and he transformed Legal & General to the market-leading Group we are today. Millions of people rely on our global business and during the pandemic we have very largely succeeded in maintaining our excellent standards of customer service. Despite the disruption to their own lives, their families and their working environments, our employees showed extraordinary dedication and commitment to ensure that our customers’ 2 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report pensions were paid, claims settled, and investments managed. We transacted over 60 new pension risk transfers, securing the pensions of over 50,000 people, and we continued to support around 4 million savers whose workplace pension schemes we manage. This year has highlighted the importance of investment to the functioning of modern societies – something that will be critical to the recovery from Covid-19. What we do, through inclusive capitalism, investing in cities, housing and growing companies, makes a significant difference. At the same time, our long-term partnerships with world-leading academics continue to contribute to new, unique research into ageing, climate and infrastructure. Even in exceptional circumstances, our resilient business model performed well. In the early stages of the Covid-19 pandemic, we traded through volatile markets and over the year, our balance sheet performance remained robust, with no credit defaults. Financial resilience As would be expected, our financial performance in 2020 has been impacted by the pandemic. However, despite the impact of lockdown on our housing businesses, Covid-19 related claims in our protection business and additional costs to keep our employees safe and continue serving customers, our operating profit of £2.2 billion was broadly in line with 2019. Profit for the year of £1.6 billion was down 13%, reflecting the impact of falling interest rates on claims reserves in our insurance business and unrealised reductions in asset valuations in our direct investment portfolio. Earnings per share was similarly down 3.9 pence to 27.00 pence. Strategic report Annual General Meeting 2021 The Annual General Meeting will be held on 20 May 2021. Dividend policy We are a long-term business and set our dividend annually, according to agreed principles. The Board’s intention for the future is to maintain its progressive dividend policy, reflecting the Group’s expected medium-term underlying business growth, including ‘Net release from operations’ and ‘Operating profit’. Full year dividend p 17.57 17.57 16.42 15.35 14.35 2016 2017 2018 2019 2020 Final dividend to be paid on 27 May 2021 12.64p (2019: 12.64p) Nonetheless, in spite of a challenging market environment, we have delivered financial metrics consistent with our five year objectives set out at the Capital Markets Event in November. Our retirement businesses and our investment management business delivered year on year growth. We achieved a return on equity of 17.3% and our Solvency II coverage ratio remained resilient at 177% on a shareholder basis. While 2020 has been in some ways a ‘pause year’ in a financial sense, following a decade of consistent growth for shareholders, we remain confident and ambitious for the future. The fundamentals of our strategy are strong and our ambitions are underpinned by five strong businesses, each of which is expanding globally. The Board I am, as always, very grateful to the Group Board, whose wise counsel has been invaluable in a challenging year, during which the Board has necessarily met considerably more frequently than usual. I am very sorry to have to say farewell to Julia Wilson, who will retire as our Senior Independent Director in March 2021. I thank her for her enormous contribution to the Board during her nine-year tenure, as well as for the invaluable support she has given me as Chairman. I am delighted that Philip Broadley, Chairman of the Audit Committee, will succeed Julia in the role of Senior Independent Director with effect from March 2021. In June we announced the appointment to the Board of Ric Lewis, who brings 25 years of investment management experience, particularly in the real estate sector. In November we announced that Nilufer von Bismarck OBE will join the Board on 1 May 2021. Nilufer has spent a large part of her 34‑year legal career working with major international financial institutions. Michelle Scrimgeour and Kerrigan Procter have stepped down from the Group Board, although their executive responsibilities are unchanged. This change ensures that non-executive directors are in a majority on the Group Board. Outlook We maintain a confident but cautious outlook for 2021. Our preparations for the challenges we face, including for Brexit, have been thorough and we are well positioned to play our role in the economic recovery from Covid-19. Sir John Kingman Chairman Legal & General operated throughout 2020 without accessing any furlough scheme or other Covid-19 business support. We have continued to pay Legal & General employees as normal. The Board is aware of the importance of dividend income to our shareholders, particularly at a time when many other companies have been deferring or not paying their dividends. After very careful consideration, the Board decided to pay the final 2019 dividend. The interim 2020 dividend remained the same as that for 2019, and the Board recommends the final 2020 dividend remains the same as in the prior year. The Board’s intention for the future is to maintain its progressive dividend policy, with an ambition to achieve annual percentage growth in the dividend of low to mid-single digits. Stakeholders In the governance section of this report, we report on our wider engagement with stakeholders, including Lesley Knox’s work as designated workforce director. The Board always appreciates meeting shareholders in person and we deeply regret that our Annual General Meeting (AGM) had to be held behind closed doors because of restrictions put in place to prevent the spread of Covid-19. In December our virtual shareholder event included presentations from myself, the Chief Executive Officer and Committee Chairs, and we welcomed the opportunity to take questions from shareholders. Full details of the 2021 AGM and any special arrangements that may be in place in light of Covid-19 will be included in the Notice of AGM that will be sent to shareholders. Chairman’s statement Legal & General Group Plc Annual Report and Accounts 2020 3  Chief Executive Officer’s Q&A Our ambition will be delivered by balanced growth.” Nigel Wilson Group CEO What has Legal & General done in response to Covid-19? We supported our people, quickly adapting to agile working. Our workforce rose to the challenge, ensuring our customer service was largely uninterrupted. We rapidly opened a £500,000 community fund for local charities. Following the immediate response to Covid-19, we have gone further by donating £5 million to Newcastle City Council to build a prototype care home built on the learnings from the pandemic. Combining this with our £20 million investment into the Advanced Care Research Centre with the University of Edinburgh, we are determined to create a generation of new leaders in care, as well as producing world-class academic research into how we can better support older people. How has the business performed in 2020? We delivered a robust and resilient financial performance consistent with the five year ambitions we set ourselves at the Capital Markets Event in November, with operating profit from continuing divisions of £2.6 billion, cash and operating surplus generation of £1.5 billion each and a return on equity of 17.3%. Our markets are large, growing and attractive, and we have positioned ourselves well for future growth. What is the biggest challenge for companies in today’s economy? We believe that capitalism works, but it needs to work for everyone. This is the starting point of inclusive capitalism. Companies must show that being both economically effective and socially useful are not incompatible; they are two sides of the same coin. Inclusive capitalism is a balanced vision, where profits and purpose co-exist, and everyone can build their own stake in our economy. This means that we all need to step up, with local and national government, businesses and broader society working in positive, constructive collaboration. Why is Legal & General’s work important? What matters to me is impact; any number of promises, pledges and slogans will not build a new flat for a graduate or deliver a secure income for retirees. That is why our team is focused on delivery – the real difference that we can make. Our teams have been working with local leaders and decision-makers to deliver place-changing regeneration projects. We are delivering projects in the UK’s cities and towns outside London – this is what ‘Building Back Better’ and ‘Levelling Up’ mean in practice and we have been doing this for nearly a decade already. Since the start of Covid-19, UK unemployment has risen and it is likely to rise further over the next 12 months. It is essential that financial institutions continue to invest in the real economy, recycling pensions funds and savings into projects that help to create jobs, housing and vital infrastructure. We invest where we see growth potential, both to support economic recovery and to provide positive, long-term outcomes for our investors. Our investments since March 2020 are set to create 30,000 jobs in the UK, including at Cardiff Central Square and at the Birmingham Health Innovation Campus. 4 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Strategic report Strategic report Areas of focus Addressing climate change We are investing in new climate-friendly technologies, are a world leading ESG investor and have set ourselves ambitious targets.  See page 32 Investing in the real economy We have invested £1.5 billion in levelling up the UK’s town and cities, gained planning permission for c.6,000 homes across our housing businesses and funded regeneration schemes.  See page 36 Innovation in the UK We have an innovative approach to tackling economic and societal issues and are active investors in data centres, creative industries and science and technology.  See page 37 International expansion We will build on the success of our US pension risk transfer business and grow our presence in Asia.  See Business Reviews starting on page 20 What are your ambitions? Our ambition will be delivered by balanced growth across each of our five businesses and our focus on addressing climate change. Each of our businesses is expanding globally, adding new products and solutions to their strategic goals. We continue to invest in new business and economic recovery, with environmental, social and governance (ESG) considerations embedded in our strategy. Climate change is the biggest challenge that our generation faces; history will judge us badly if we cannot get this right. We support the Paris Agreement, have lobbied for the UK government’s commitment to achieve carbon neutrality by 2050, and are a consistently active voice on climate. We continue to work across the Group to help limit global warming to 1.5°C and we have strengthened our climate commitments, including setting Group balance sheet carbon intensity targets. We want to go beyond investing in ideas that already exist by supporting the UK’s world- leading scientific community and in turn supporting regional economic growth. Our focus on science and technology includes investments in renewable energy such as Kensa Heat Pumps, the UK’s largest manufacturer and installer of ground source heat pump technology, and in Bruntwood SciTech, the UK’s largest science and innovation property platform. Bruntwood operates in eight locations across the UK, including Alderley Park, which now operates as a national Covid-19 testing hub. Ultimately, our work matters because millions of people rely on us; when we generate great results, they benefit those who choose us for their pensions, investments and protection. What is the outlook for 2021? We are realistic about the uncertainties in 2021, but excited about the opportunities. From addressing climate change to investing in the real economy, fostering and funding innovation in the UK and expanding our international presence, we have a clear strategy, highly skilled people and a strong sense of purpose. Chief Executive Officer’s Q&A Legal & General Group Plc Annual Report and Accounts 2020 5 Landscape The Legal & General landscape Vision Our vision is to improve the lives of our customers, build a better society for the long term and create value for our shareholders. To achieve this and make a difference, we harness our strengths, business synergies and behaviours to make the most of market opportunities. Stakeholders Shareholders Customers Employees Suppliers Regulators Communities  See page 10 Behaviours Our purpose tells us why we do what we do; our behaviours define how we do what we do. Collaborative in our work together, seeking out originality in ideas and valuing the diversity in our teams. Straightforward communication, building trust by doing what we say and saying what we mean. Purposeful delivery that balances performance with principles, to do what is right for our business and our customers.  See page 25 Six growth drivers and strategic priorities Six long-term, global growth drivers shape our world and its markets. We respond to these drivers through our strategic priorities. Ageing demographics We aim to be global leaders in pensions de-risking and retirement income solutions, building upon success in the UK and US. Globalisation of asset markets We aim to build a truly global asset management business, entering new markets and expanding our existing operations. Investing in the real economy By investing capital over the long term, we aim to become leaders in direct investments whilst benefitting society through socially responsible investments. Welfare reforms We want to help people take responsibility for their own financial security through insurance, pensions and savings. Technological innovation Technology and innovative solutions improve customers’ lives and increase efficiency. We aim to be market leaders in the digital provision of insurance and other financial solutions. Addressing climate change We are able to support the fight against climate catastrophe through the positioning of our own investments, our influence as one of the world’s largest asset managers and managing our own operational footprint. 6 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report  See page 8 Strategic report Our businesses Our ambitions are underpinned by five strong businesses, each of which is innovating and expanding globally, adding new products and solutions to their strategic goals. Institutional retirement (LGRI) • • Retail retirement (LGRR) • • Capital investment (LGC) • Insurance (LGI) Investment management (LGIM) Our businesses work together to deliver on our purpose and to drive synergies across the Group. Market opportunities Our strategy is to build on markets where we are a leading player with significant market share, and enter markets which are large and growing. Ageing demographics $47tn Welfare reforms £1.9tn The world population’s average life expectancy is projected to reach 77 years by 2050 whilst the working-age population declines. Private defined benefit (DB) and defined contribution (DC) pension assets nearly doubled over the last decade to reach $47 trillion, presenting opportunities in pension de-risking, annuities and mortgages in the UK and the US. As we recover from the impacts of Covid-19, the UK’s social security system will be under increasing strain, thereby placing ever more onus on individuals to build and maintain their own financial wellbeing. The market opportunity across UK DC assets and UK ISA assets is expected to increase to £1.9 trillion by 2025 and we will increase our UK DC assets under management. Globalisation of asset markets $106tn Technological innovation £30bn  See page 12 As global assets under management are projected to increase from $89 trillion to $106 trillion by 2024, we will continue to innovate in the US retirement income market, expand into European wholesale asset management and increase our presence in Asia Pacific. The retail protection market is expected to increase to £30 billion across the UK and US by 2025. We seek opportunities to improve customer service and efficiency through technology and our Fintech businesses are expected to grow as they diversify their products. Strengths and capabilities Investing in the real economy 400k homes There is a long-term trend of under-investment in major towns and cities, and small and medium enterprises. By 2025, an estimated 400,000 build to sell and build to rent units are expected to be built per annum in the UK. We invest pension assets into the real economy, delivering financial security for pensioners and fostering growth across towns and cities in the UK. Addressing climate change $20 trillion As global finance gets behind the changes our planet needs to address the climate crisis, this creates an important shift in investment allocation and the biggest investment opportunity of our lifetimes. $130 trillion of investment is needed to achieve global net zero emissions ($20 trillion by 2025). We will continue to invest in clean energy initiatives, influence as an investor and manage our operational carbon footprint. People Brand Capital  See page 15 Customer loyalty  See page 8 Covid-19 Covid-19 continues to impact our customers, employees and society. Our business model has proved to be robust in the face of the pandemic and further detail on our individual businesses’ responses are in the Business Review section of this report. Our priorities are to look after our customers, to safeguard the wellbeing of our colleagues and to support the needs of the wider community more broadly through inclusive capitalism and by investing in the real economy.  See Business Reviews starting on page 20 Landscape Legal & General Group Plc Annual Report and Accounts 2020 7 Our strategy Our strategy is driven by six growth drivers that affect everyone. In responding to these long-term drivers, our strategic priorities are set to deliver sustainable profits as well as positive social and environmental outcomes. Our business model is aligned with our strategy, ensuring we derive maximum benefit for our stakeholders. Environmental, social and governance issues are central to inclusive capitalism and are inherent to all six growth drivers. 1. Ageing demographics As populations live longer their pensions need to last longer too. Companies increasingly need to find solutions to their ongoing pension commitments. At the same time, individuals need to ensure that their retirement funds and other assets can finance longer retirements, with defined benefit and defined contribution pension assets at $47 trillion. Strategic priority We aim to be global leaders in pensions de-risking and retirement income solutions, building upon success in the UK and US. 4. Welfare reforms The need to protect people from financial uncertainty continues. This includes helping people take personal responsibility for saving for their retirement, and safeguarding their financial wellbeing and resilience. Strategic priority We want to help people take responsibility for their own financial security through insurance, pensions and savings. 8 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report 2. Globalisation of asset markets 3. Investing in the real economy Asset markets are increasingly globalised and growing – worldwide assets under management are currently $89 trillion and are expected to increase to $106 trillion by 2024, representing an opportunity for international asset managers. North America, Asia Pacific and Europe are all attractive markets which continue to expand. Strategic priority We aim to build a truly global asset management business, entering new markets and expanding our existing operations. Throughout the UK and beyond, there has been a long-term trend of underinvestment in major towns and cities, and we continue to experience a serious housing shortage, while Small and Medium Enterprises can also struggle to achieve scale without access to long-term capital. Strategic priority By investing capital over the long term, we aim to become leaders in direct investments whilst benefitting society through socially responsible investments. 5. Technological innovation 6. Addressing climate change Consumers, clients and businesses look to digital platforms to help organise their finances and working lives. Technological solutions can increase security, improve the way we work and how we access information. This can mean the difference between success and failure in business. Strategic priority Technology and innovative solutions improve customers’ lives and increase efficiency. We aim to be market leaders in the digital provision of insurance and other financial solutions. Scientists, policy-makers, markets and regulators increasingly agree that we must move to a global warming trajectory below 1.5°C to avoid potentially catastrophic physical risks which will impact global economies, markets, companies and people. This implies transition to a lower-carbon economy, which in turn creates risk management challenges but also substantial new growth opportunities, including in renewables and innovative technologies. Strategic priority We are able to support the fight against climate catastrophe through the positioning of our own investments, our influence as one of the world’s largest asset managers and managing our own operational footprint. Strategic report Short-term influences There are a number of short-term influences which also affect our business: Covid-19 As well as having an unprecedented impact on our customers, employees and society at large, Covid-19 has resulted in considerable disruption to the global economy, and whilst vaccines and treatments offer hope for a return to economic growth there is potential that certain sectors will be disrupted for an extended period of time. There is also significant short and medium-term uncertainty for both interest rates and inflation, and the approaches that central banks may take to stimulate economic growth, including the deployment of negative rates. The UK’s exit from the EU As a business our customer base is largely in the UK, US and Asia. We therefore have limited direct exposure to the EU should the UK’s financial services regime not be assessed as equivalent by the EU. Our base in Ireland enables us to continue to support our investment management business’s European institutional clients. Economic outlook Response to the spread of Covid-19 has led to significant increases in public spending, income interventions unseen in the UK before and a crisis in the social care and health systems. As the challenges presented by Covid-19 begin to recede, attention will move to re-building from the economic impacts with focus on ageing demographics, welfare reforms, infrastructure development, house building and auto-enrolled pensions, all of which are key parts of our strategy. Our strategy Legal & General Group Plc Annual Report and Accounts 2020 9 Growth drivers and stakeholders In shaping our strategy we consider the impact on our stakeholder groups. This table provides just a few examples of how stakeholder engagement influences our business. Ageing demographics Globalisation of asset markets Investing in the Welfare reforms Technological Addressing real economy innovation climate change Shareholders Our shareholders are institutional and individual investors. We provide them with honest and transparent information on our strategy and performance and we generate value through increases in our share price and a progressive dividend. Customers Our customers include those saving for retirement, recipients of retirement income, insurance policy holders, mortgage holders, residents of our housing and retirement villages, and investors. Listening to our customers helps us to better understand their needs and provide suitable and reliable products and services. We are a UK market leader in pension risk transfer, offering a ‘whole of market’ product range and continue to innovate to provide greater de-risking access, choice and flexibility, in turn delivering value for our shareholders. Responding to our opinion research into the impact of Covid-19 on retirement saving, we co-created free retirement planning courses with the Open University. Around 2,000 people have signed up so far. Our investment management business is continuing to selectively extend its global reach with international assets under management of £388 billion. We transacted our first global pension risk transactions: IHS Markit (£122 million) and Evonik (£617 million). Employees Our employees are based in the UK, US, Bermuda, Hong Kong, Japan, Ireland and other European countries. We continually invest in employee development and wellbeing to create an inclusive culture, engaging our people and empowering them to meet their goals. We extended our Care Concierge product to employees, providing people with personal advice to support loved ones on their care journey. Regulators We are supervised by regulators across all the markets in which we operate. We recognise the value of strong regulation which ensures trust and confidence for customers and all stakeholders. We actively work with government and regulatory bodies to ensure regulation meets the needs of all stakeholders. Communities Our purpose is to improve the lives of our customers, build a better society for the long term and create value for our shareholders. This inspires us to use our assets in an economically and socially useful way to benefit everyone in our communities. We were selected by UK Research and Innovation to deploy £6 million of grant funding to early stage companies that are making a difference in the healthy ageing market. We donated £5 million to Newcastle City Council to build a prototype care home which moves away from traditional large scale facilities and incorporates learnings from Covid-19 on infection control. Suppliers We have a broad range of suppliers, ranging from service and material providers to IT and software suppliers. We strive to work with like-minded businesses who comply with our Code of Conduct. This includes operating ethically, taking environmental responsibility and treating workers with respect and dignity. Our retail retirement business is working with the Society of Later Life Advisers to help customers access independent financial advisers who specialise in care advice. We work positively and proactively with our regulators in all markets in which we operate and have had two positively concluding regulatory examinations in 2020. We provided €54 million (£48 million) long-term financing to help deliver affordable housing across Ireland. ‘For us, finding a funding partner with a wider social purpose is incredibly important’ (Fiona Cormican, New Business Director at Clúid Housing). 10 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Shareholders Our direct investments in future cities, housing, small and medium enterprise finance and clean energy of £3.1 billion mean that our long-term funds provide both economic and social benefits. Our technological capabilities and scale are enabling faster and better synergies. Following the We invest retirement capital into environmental, social and governance (ESG) investments, including acquisition of Neyber, Salary technological innovation and Finance is now the UK’s carbon-friendly future cities largest employee financial to generate long-term wellbeing platform. income streams. Customers Our retail retirement During lockdown, we 56% of UK savers would opt business launched a new experienced a 69% increase for a fully or partially pension tracing and consolidation service to help find £19.4 billion of unclaimed pension pots. in customers accessing our sustainable pension given the digital self-service platform choice and we have and an 88% increase in digital self-service transactions. responded through the launch of our Secure Income Assets fund and Climate Transition Index equity fund. Employees In partnership with Salary Finance, we launched Protect as a new way to Our Not A Red Card Ambassador Rebecca We built and distributed 1,700 laptops, enabled a Nearly 100 of our employees collaborated on a Climate Adlington OBE presented at remote contact centre and Change Virtual Accelerator, manage employee insurance this year’s REBA Employee built a cloud based desktop developing business ideas benefits. Protect is available Wellbeing Congress, focusing solution within 10 weeks of that will have a big impact to our own employees. on anxiety and burnout. initial lockdown to enable on climate change and employees to work remotely. deliver commercial benefits. Regulators Following careful consideration of the PRA’s letter to UK insurers about We published ‘Caring for Britain’, showcasing new leadership and innovation in the distribution of profits, the UK care. The green paper calls Board decided that it was for contributions from sector appropriate to pay the final specialists to help to design 2019 dividend. better policy in this area. Michelle Scrimgeour (LGIM CEO) is a member of the Business Leaders Group for the COP26 climate conference, helping to steer companies towards success in a low-carbon economy. Communities We are building relationships Nigel Wilson continues as a We use data analytics to We have invested in low with the UK’s local leaders to member of the government’s enable management and risk carbon heating and ground create long-term sustainable expert advisory groups on functions to monitor our source heat pump technology, projects, including with Cardiff Council on Cardiff Interchange. Social Care and Life Sciences. customer and service helping reduce emissions performance, helping us to from the built environment. identify areas for improvement and potential matters for reporting to our regulators. Suppliers We are transparent and open, We adopted the Ethical Our procurement function We have developed our encouraging suppliers from all Trading Initiative Base Code to has a five year strategy and own Sustainable Sourcing backgrounds and size through set high standards of worker has invested in artificial our request for proposal process, incorporating treatment in our supply chains intelligence to enhance and we signed up to Social supplier engagement and feedback from engagement Enterprise UK to engage with improve their on-boarding with the UK government. social enterprises. experience. Principles charter, giving sustainability a greater platform and embedding climate change as one of our core principles. Strategic report Ageing demographics Globalisation of asset markets Investing in the real economy Welfare reforms Technological innovation Addressing climate change Shareholders We are a UK market leader in Our investment management Shareholders Our shareholders are institutional and individual pension risk transfer, offering a business is continuing to investors. We provide them with honest and transparent ‘whole of market’ product range selectively extend its global Customers Employees Regulators information on our strategy and performance and we generate value through increases in our share price and a progressive dividend. and continue to innovate to provide greater de-risking access, choice and flexibility, in turn delivering value for our shareholders. reach with international assets under management of £388 billion. Customers Our customers include those saving for retirement, recipients of retirement income, insurance policy Responding to our opinion research into the impact of We transacted our first global pension risk transactions: IHS Covid-19 on retirement saving, Markit (£122 million) and Evonik holders, mortgage holders, residents of our housing we co-created free retirement (£617 million). and retirement villages, and investors. Listening to our planning courses with the customers helps us to better understand their needs Open University. Around 2,000 and provide suitable and reliable products and services. people have signed up so far. Employees We extended our Care Concierge Our employees are based in the UK, US, Bermuda, Hong product to employees, providing Kong, Japan, Ireland and other European countries. We continually invest in employee development and people with personal advice to support loved ones on their wellbeing to create an inclusive culture, engaging our care journey. people and empowering them to meet their goals. Regulators We are supervised by regulators across all the markets We were selected by UK Research and Innovation in which we operate. We recognise the value of strong to deploy £6 million of grant regulation which ensures trust and confidence for customers and all stakeholders. We actively work with government and regulatory bodies to ensure regulation meets the needs of all stakeholders. funding to early stage companies that are making a difference in the healthy ageing market. We work positively and proactively with our regulators in all markets in which we operate and have had two positively concluding regulatory examinations in 2020. Communities We donated £5 million to We provided €54 million (£48 Our purpose is to improve the lives of our customers, Newcastle City Council to build million) long-term financing to build a better society for the long term and create value for our shareholders. This inspires us to use our assets a prototype care home which moves away from traditional in an economically and socially useful way to benefit large scale facilities and everyone in our communities. incorporates learnings from Covid-19 on infection control. help deliver affordable housing across Ireland. ‘For us, finding a funding partner with a wider social purpose is incredibly important’ (Fiona Cormican, New Business Director at Clúid Housing). Suppliers Our retail retirement business is We have a broad range of suppliers, ranging from service working with the Society of and material providers to IT and software suppliers. Later Life Advisers to help We strive to work with like-minded businesses who customers access independent comply with our Code of Conduct. This includes operating ethically, taking environmental responsibility financial advisers who specialise in care advice. and treating workers with respect and dignity. Our direct investments in future cities, housing, small and medium enterprise finance and clean energy of £3.1 billion mean that our long-term funds provide both economic and social benefits. Our retail retirement business launched a new pension tracing and consolidation service to help find £19.4 billion of unclaimed pension pots. In partnership with Salary Finance, we launched Protect as a new way to manage employee insurance benefits. Protect is available to our own employees. Our Not A Red Card Ambassador Rebecca Adlington OBE presented at this year’s REBA Employee Wellbeing Congress, focusing on anxiety and burnout. Following careful consideration of the PRA’s letter to UK insurers about the distribution of profits, the Board decided that it was appropriate to pay the final 2019 dividend. Communities We are building relationships with the UK’s local leaders to create long-term sustainable projects, including with Cardiff Council on Cardiff Interchange. We published ‘Caring for Britain’, showcasing new leadership and innovation in UK care. The green paper calls for contributions from sector specialists to help to design better policy in this area. Nigel Wilson continues as a member of the government’s expert advisory groups on Social Care and Life Sciences. Our technological capabilities and scale are enabling faster and better synergies. Following the acquisition of Neyber, Salary Finance is now the UK’s largest employee financial wellbeing platform. During lockdown, we experienced a 69% increase in customers accessing our digital self-service platform and an 88% increase in digital self-service transactions. We built and distributed 1,700 laptops, enabled a remote contact centre and built a cloud based desktop solution within 10 weeks of initial lockdown to enable employees to work remotely. We use data analytics to enable management and risk functions to monitor our customer and service performance, helping us to identify areas for improvement and potential matters for reporting to our regulators. We invest retirement capital into environmental, social and governance (ESG) investments, including technological innovation and carbon-friendly future cities to generate long-term income streams. 56% of UK savers would opt for a fully or partially sustainable pension given the choice and we have responded through the launch of our Secure Income Assets fund and Climate Transition Index equity fund. Nearly 100 of our employees collaborated on a Climate Change Virtual Accelerator, developing business ideas that will have a big impact on climate change and deliver commercial benefits. Michelle Scrimgeour (LGIM CEO) is a member of the Business Leaders Group for the COP26 climate conference, helping to steer companies towards success in a low-carbon economy. We have invested in low carbon heating and ground source heat pump technology, helping reduce emissions from the built environment. Suppliers We are transparent and open, encouraging suppliers from all backgrounds and size through our request for proposal process, incorporating feedback from engagement with the UK government. We adopted the Ethical Trading Initiative Base Code to set high standards of worker treatment in our supply chains and we signed up to Social Enterprise UK to engage with social enterprises. Our procurement function has a five year strategy and has invested in artificial intelligence to enhance supplier engagement and improve their on-boarding experience. We have developed our own Sustainable Sourcing Principles charter, giving sustainability a greater platform and embedding climate change as one of our core principles. Growth drivers and stakeholders Legal & General Group Plc Annual Report and Accounts 2020 11 Our business model Our business model enables us to capitalise upon our strengths and capabilities. We aim to be leaders in four key areas: retirement, investment management, capital investment and insurance. We benefit from scale in each of our businesses. By taking a long-term approach to inclusive capitalism, our businesses work together to make a difference. Retirement We provide guaranteed retirement income for corporate pension scheme members and we transform individuals’ pension savings so they can live a colourful retirement. Investment management We are one of Europe’s largest asset managers and a major global investor. 12 Mature Savings In December 2017 we announced the sale of our Mature Savings business, which provides legacy savings and pensions products, to ReAssure. This transaction completed in September 2020. Capital investment We use some of our customers’ pension assets, as well as the Group’s shareholder capital, to make long-term investments in assets such as future cities, housing and SME finance. Insurance We are the UK’s number one individual life insurance provider. Strategic report Retirement Institutional – We take on pension scheme liabilities from corporate schemes in both the UK and the US. This ‘pensions de-risking’ gives companies greater certainty over their liabilities whilst providing guaranteed payments to individuals within their schemes. Retail (individual) – We help our customers accumulate pensions savings and transform them into the income they need to have a colourful retirement life. Our main business areas are: Institutional • UK pension risk transfer: providing risk transfer solutions for UK defined benefit (DB) schemes. • US pension risk transfer: providing risk transfer solutions for US DB schemes. • Reinsurance: providing solutions from our global reinsurance hub in Bermuda. Retail • Retirement income: providing annuities and other pension income products. • Retirement lending: providing lifetime mortgages to help people increase their retirement resources. • Financial advice: providing in-house financial advice on our lifetime mortgages. • Health and care: helping customers find and fund care for themselves or their relatives. How we generate shareholder value For both institutional and retail customers we use our deep expertise in the science of life expectancy to accurately assess the risks associated with each contract and, therefore, how much income we expect to provide to our customers. We charge a margin on the initial amount received in exchange for assuming the risk over the lifetime of the policy. We invest the margin and our customers’ pension savings in high quality assets. This generates returns whilst ensuring we are able to pay policyholder pensions in full as they fall due. Growth drivers • Ageing demographics • Welfare reforms • Technological innovation  See pages 21 and 26 Investment management We manage the assets our clients hold to cover their DB pension scheme liabilities and manage their risk through matching their assets to their liabilities. We are a leading defined contribution (DC) pension manager, aiming to invest DC customers’ pension assets to generate returns. We have an increasingly global business with over £388 billion of international assets under management. Our main business areas are: • Investment management: servicing our client base, which includes DB schemes, DC schemes, retail investors, and private corporations, both in the UK and internationally. • • Retail investment: offering individual investors a range of retail funds and asset management. International: building an increasing presence in North America, Asia Pacific and Europe. • Workplace: offering full administration and investment management services to UK DC schemes (transferred to our retail retirement business from early 2021). How we generate shareholder value We have £1.3 trillion of assets under management across a range of asset classes. We receive fees for providing these asset management services to both individual and institutional clients through a variety of businesses. Growth drivers • Globalisation of asset markets • Technological innovation • Addressing climate change  See page 30 Capital investment Our direct investments generate returns for pensions and on the Group’s capital, as well as benefitting society through socially responsible investing. The long-term nature of these investments makes them attractive to our retirement businesses as they can select investments that match the duration of their liabilities. Our main business areas are: • Specialist commercial real estate: investing in urban regeneration and infrastructure. • Clean energy: investing in renewable infrastructure How we generate shareholder value We generate value through achieving long-term consistent returns on the investments and also from gains made upon sale. and clean technology. • Residential property: developing housing through CALA, Affordable Homes, Modular Homes, Later Living and Build to Rent. • SME finance: financing growth businesses. • Traded portfolio: investing shareholder funds in equities, fixed income and other short-term liquid holdings. Investing in the real economy Growth drivers • • Welfare reforms • Technological innovation • Addressing climate change  See page 34 Insurance We started offering life insurance cover in 1836 and are the UK’s number one individual life insurance provider. We also offer ‘level-term’ life insurance in the US and our group protection business in the UK offers life insurance and income protection products to individuals through their employers. We now have 5.5 million UK individual life insurance customers, 1.8 million people in group protection schemes and 1.3 million US life insurance customers. Our main business areas are: • UK retail protection: providing life insurance, critical illness and income protection for individuals. • UK group protection: helping companies protect their employees. • US protection: providing term life insurance cover. • UK mortgage club and surveying businesses: providing mortgage distribution and home survey and valuation services. • Fintech solutions: developing solutions and making targeted investments in start-up and scale-up opportunities. How we generate shareholder value We collect premiums for policies that make payments upon death (life insurance), diagnosis of a critical illness (critical illness cover) or inability to work due to illness or injury (income protection). We price using our experience of mortality and morbidity risks, and manage these risks over time. Value is generated through accurate pricing and the margin we charge on each. We further enhance value through the selective purchase of reinsurance at competitive rates. Growth drivers • Welfare reforms • Technological innovation  See page 38 Our business model Legal & General Group Plc Annual Report and Accounts 2020 13 Our business model continued Our model is  highly synergistic Our businesses work together to deliver our strategic purpose and generate value for our shareholders, customers and communities. Retirement £8.8bn institutional retirement sales £910m individual annuity premiums Creates capital benefits Insurance £2.8bn gross written premiums Capital investment £3.1bn direct investments Provides asset management services and co-invests Creates real assets Investment management £1.3tn assets under management Provides capital Develops assets that support our pension liabilities Generates income and provides capital Provides asset management services and client relationships Provides asset management services 14 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Strategic report It is the combination of our strengths and the synergies we achieve from our businesses working together that sets us apart. People Our experienced, dedicated professionals offer market expertise and honesty in their interactions with customers. Capital We are a long-term business with robust regulatory capital reserves. We invest our customers’ pension assets and our own capital directly into the UK economy in a way which benefits society as a whole. Brand We have a trusted brand with a strong reputation for stability, financial strength and a straightforward approach to business. Customer loyalty The long-term nature of our business means we have a loyal customer base in the UK and, increasingly, overseas. We partner with companies throughout their pensions de-risking journey and with individuals over their lifetimes. £325m Funding from our institutional retirement business Our strengths and capabilities Our business model is underpinned by the depth and breadth of our resources. These resources allow us to capitalise upon our strategy. They are key to our success and their continued development and enhancement is a constant focus for our business. Releasing the power of pensions Sky Studios Elstree, a state-of-the-art film and TV studio, received planning permission in July 2020. Construction commenced in January 2021 and completion is anticipated in summer 2022. The development is a joint project between Sky and Legal & General, and it demonstrates how our own businesses work together to deliver our strategic purpose. Our institutional retirement business provided £325 million in funding and our capital investment business will develop the asset. Upon completion, institutional retirement will own the asset and it will be managed by our investment management business. The studios are expected to create over 2,000 jobs, generate £3 billion of production investment and become the most sustainable film and TV production site in the world. Sky Studios Elstree demonstrates how we use pensioners’ capital for society’s benefit; this is how we make a difference through inclusive capitalism. Our business model Legal & General Group Plc Annual Report and Accounts 2020 15  Chief Financial Officer’s Q&A Our commitments to customers are underpinned by a strong balance sheet.” Jeff Davies Group CFO Demonstrating our commitment to shareholders, we paid the 2019 final dividend and we are supporting society in a range of ways, including using our Alderley Park lab as a mass testing site. Our business model protects us from some of the financial impacts of Covid-19: • As a multi-line insurer, our risks are more balanced, with offsets between our insurance business and our retirement businesses (institutional and retail). As a result, the impact of Covid-19 has been broadly neutral across these three businesses during 2020. • Our synergistic business model includes Legal & General Investment Management (LGIM), which as a diversified asset manager, is less directly impacted by Covid-19. By having a mix of asset types, LGIM’s total asset value increased over the year from market movements. • Our capital investment business was significantly impacted by the pandemic and lockdown. The three month pause in build to sell housing operations was the primary factor in the £100 million Covid-19 impact to our capital investment business’s profit. Our commitments to customers are underpinned by a robust balance sheet. As at the end of 2020, our Solvency II surplus was £7.4 billion (before paying the 2020 final dividend) and our £87.0 billion annuity portfolio has not been materially impacted by the pandemic. Just 0.9% of our traded credit assets have downgraded to sub-investment grade compared to c.1.8% for the total market. Although we experienced no defaults in the portfolio during the year, as further protection we continue to hold a credit default reserve of £3.5 billion. You have described 2020 as a ‘pause year’. What do you mean by this and what can we expect for 2021? 2020 saw the first truly global pandemic in more than a century. Its impact is unprecedented, and, as it continues to play out, still uncertain. The human cost of Covid-19 is enormous, and as an insurance company, we are more committed than ever to helping provide financial security to our customers through these difficult times. We describe 2020 as a ‘pause year’ because operating profit reduced (2020: £2,218 million; 2019: £2,286 million) compared to a 10 year track record of double digit growth, and our 2020 dividend is flat against 2019, compared to a progressive dividend ambition from 2021. Our insurance and capital investment businesses were most impacted by the challenging market environment, driving the 13% fall in profit for the year to £1,571 million, and reflecting the impact of falling interest rates on claims reserves in our insurance business and unrealised reductions in asset valuations in our direct investment portfolio. However, there are strong tailwinds for 2021 for both insurance and capital investment: • Our insurance business has provisioned for £110 million of anticipated 2021 Covid-19 claims in its 2020 results compared to £76 million of Covid-19 related claims in 2020. • Our capital investment business has had a strong start to 2021 and while the latest lockdown may have some impact on sales in the first half of the year, we do not expect the impact to be as significant as last year and remain optimistic for 2021 housing sales as a whole. Despite the challenges faced by our insurance and capital investment businesses, three of our five businesses delivered year on year earnings growth (institutional retirement, retail retirement and investment management) and the return on equity of 17.3% reflects a resilient operating performance. Looking forward, we have reasons to be positive. Our businesses generate predictable cash and capital flows, with high proportions of repeatable earnings, specifically in the unwind of the retirement annuity portfolio, the high retention of investment management assets and insurance total premium income. Although we have had a strong start to 2021, we recognise uncertainty remains around the global recovery from Covid-19. This will depend on the speed of vaccine roll-out, the efficacy of available vaccines against emerging virus strains, and coordination between governments, communities and businesses. As a company with 185 years of insurance experience, we understand the importance of acting prudently and maintaining flexibility through uncertainty to play lead in the post-pandemic recovery and to deliver on our five year growth ambitions as outlined at our November Capital Markets Event. How has Covid-19 impacted your business? We are committed to helping all our stakeholders through the challenges presented by the pandemic. We are leveraging our technology investments to support our employees, while providing the best service to our customers, for example, by quadrupling our digital self-service infrastructure capacity during the first week of the March 2020 lockdown. 16 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Strategic report Adjusted profit before tax (PBT) attributable to equity holders £m Return on equity (ROE) % Earnings per share (EPS) p Full year dividend p 2,090 2,128 2,112 25.6 31.87 30.79 30.92 1,582 1,582 1,758 1,695 1,957 1,788 1,276 22.7 20.4 18.8 17.3 21.22 21.22 24.74 23.10 28.66 27.00 19.84 14.35 15.35 16.42 17.57 17.57 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 £1,788m (2019: £2,112m) 17.3% (2019: 20.4%) 27.00p (2019: 30.92p) 17.57p (2019: 17.57p) KPI purpose: To show how efficiently we are using our financial resources to generate a return for shareholders. KPI purpose: To illustrate the profitability associated with each share owned by our investors. The return on equity of 17.3% reflects a resilient operational earnings performance. The impact from unrealised negative investment variances was partially offset by the gain on the completion of the Part VII transfer of our Mature Savings business. EPS reduced by 8.8 pence to 19.8 pence on excluding the impact of mortality releases in the retirement business of £153 million net of tax (2019: £134m) and the IFRS gain on the Part VII transfer of our Mature Savings business of £271 million net of tax. On including these items, EPS reduced by only 3.9 pence. KPI purpose: To show the level of distribution to shareholders. The Board has recommended a flat year-on-year growth in full year dividend of 17.57 pence, consistent with 2020 operational earnings performance and the messaging of a ‘pause’ year. The cost of the full year dividend is £1,048 million (2019: £1,048 million) and is covered by net release from operations 1.5 times. Our stated ambition is for low to mid single digit growth in dividends from 2021. Total shareholder return % As at 31 December 2020 500% 400% 300% 200% 100% 0% -100% Dec 10 Dec 11 Dec 12 Dec 13 Dec 14 Dec 15 Dec 16 Dec 17 Dec 18 Dec 19 Dec 20 Legal & General FTSE 100 FTSE 350 Life Our key performance indicators (KPIs) Management consider that the measures presented on pages 17 and 18 are KPIs, some of which are also used for executive remuneration as explained below. Guide to symbols used in these financial results  Alternative performance measure (APM), see page 254 for definitions  Key measure in the remuneration of executives, see pages 94 to 95 for definitions We also incurred additional operational expenses to keep our customers and employees safe and to ensure continuing operational resilience. -7% (2019: 40%) KPI purpose: To measure the total return to shareholders, including dividends and share price movements, over time. While the one-year negative total shareholder return is disappointing, 2020 was a difficult year for equity markets, with the FTSE 100 as a whole providing a negative return of 12%. The chart indicates the TSR over the last 10 years. Group Chief Financial Officer’s Q&A Legal & General Group Plc Annual Report and Accounts 2020 17 KPI purpose: To measure the actual distributable earnings (before tax) attributable to shareholders of the Group. This includes discontinued operations and reflects actual returns on investments. PBT attributable to equity holders decreased by 15%. Excluding the gain of £335 million on the completion of the Part VII transfer of our Mature Savings business and, in line with previous practice, the £177 million impact of mortality releases (2019: £155 million) following a review of life expectancy improvement assumptions, the adjusted PBT decreased by 35%. Profitability was dominated by our institutional retirement business, which swiftly adapted to remote working and executed on a significant number of transactions. Our diversified asset base and increased revenue flows in our investment management business supported year on year growth whilst we continue to invest in the business. Housing sales were affected during the early stages of lockdown, impacting our capital investment business, and our diversified investment portfolio was impacted by valuation write- downs on our retail-related assets. In our protection businesses, Covid-19 related claims and the impact of lower long-term interest rates on the reserves held more than offset growth in premiums and margins. Chief Financial Officer’s Q&A continued Solvency II surplus and coverage* £bn 6.9 6.9 7.3 7.4 189% 188% 184% 177% 2017 2018 2019 2020 £7.4bn (2019: £7.3bn) 177% (2019: 184%) KPI purpose: To demonstrate the capital position and risk profile of the Group. The Group’s capital position remains strong with a £7.4 billion Solvency II surplus (2019: £7.3 billion) and a 177% coverage ratio (2019: 184%) on a ‘shareholder view’ basis. The coverage ratio has decreased over the year primarily due to reductions in interest rates and new business strain. This is offset by increases due to backbook surplus generation and releases from longevity. When stated on a pro-forma basis the Group’s coverage ratio is 175%** (2019: 179%). * Represents Solvency II surplus and coverage on a ‘shareholder view’ basis. See page 205 for more details. ** This includes final salary pension schemes of £214 million, in both the Group’s Own Funds and the SCR, and profit attributable to our with profit fund until 2019. The Group achieved its 2015-2020 objectives a year early, what are Legal & General’s ambitions for the next five years and what do they mean for investors? At our Capital Markets Event in November we set out our new five year ambitions. Cumulatively, over the period from 2020 to 2024, we intend for: 1. Cash and capital generation to significantly exceed dividends – we intend to generate £8.0 billion to £9.0 billion of both cash and capital, to pay dividends of £5.6 billion to £5.9 billion. 2. Earnings per share to grow faster than dividends, with the dividend growing at low to mid-single digits from 2021. 3. Capital generation less new business strain to exceed dividends paid. Our new ambitions are significant for investors because they (i) align the dividend to specific, cumulative cash and capital performance, as well as (ii) encourage growth to be less capital intensive by requiring the business to generate more capital net of new business than it pays in dividend. In support of our ambition for less capital intensive growth, we expect our retirement business’s (LGR) annuity portfolio to be self-sustaining within the next three to five years. This means LGR will be able to fund desired levels of new business, while both contributing to a progressive dividend and building the Group solvency coverage ratio over time. At that point, LGR will no longer be dependent on other divisions to fund its growth meaning, in turn, that incremental earnings growth for the Group as a whole will become increasingly capital light. We have already made strong progress in the first year of the new targets, with net release from operations (cash generation) of £1,539 million and Solvency II operational surplus generation (capital generation) of £1.5 billion. Both cash and capital generation exceeded our total dividends in 2020 of £1.0 billion, which is broadly on track for our 5 year cumulative dividend ambition. 18 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report All of the Group’s businesses appear to be well placed to take advantage of structural opportunities in their respective sectors. How do you expect them to contribute to the delivery of your ambitions and what does this mean for how Legal & General will look as a company in five years time? We expect balanced growth across all our businesses with a view to further internationalise, with more opportunity in the US for our investment management, institutional retirement and insurance businesses. Our approach of using the skills and expertise we have built in our market leading UK businesses and deploying them in similar markets abroad has been successful and we intend to continue this approach to achieve our objectives: • Our investment management business continues to focus on expansion in the US and Europe. Over the last five years LGIM’s international assets under management (AUM) more than tripled to reach £388 billion – 30% of LGIM’s total AUM. • Our institutional retirement business plans to deliver $10 billion of international pension risk transfer over the next five years (2020: £1.3 billion). • Our insurance business intends to more than double US protection new business volumes to £200 million by 2024 (2020: £80 million). In addition to international expansion, we see significant scope for growth in our capital investment and retail retirement businesses, who currently represent 12% and 15% of the Group’s operating profit respectively (excluding mortality releases). Our capital investment business has generated attractive shareholder value creation over the past five years by delivering excess returns on shareholder assets and originating attractive alternative assets for LGR. We plan for the business to enter its next phase of growth by bringing in third-party capital with an ambition for this to reach over £14 billion by 2024 (2020: £5.2 billion). Our retail retirement business (LGRR) operates across the full retail retirement journey in the UK. Each year in the UK, people retire with more than £40 billion in aggregate savings, but only about £4 billion is used to buy annuities. There is meaningful opportunity for LGRR to expand its addressable market and grow materially over the next five years as we help address this product gap for customers. In five years, we expect to be an even more diversified, profitable company, with all businesses and regions working to deliver inclusive capitalism for shareholders, customers, and society. Tax review Our approach to tax Our approach to taxation is aligned with our purpose to improve the lives of customers, build a better society and create value for our shareholders. We aim for our tax affairs to be sustainable in the long term, well governed, fair and transparent. We continued to meet all of our tax obligations throughout 2020, and we have not sought to access any government Covid-19 support measures to defer the payment of tax within our businesses. Our tax strategy defines how we manage our tax affairs, and guides what we will and will not do. It applies to all our Group businesses and shapes our approach to tax in our role as a significant investor in other companies. We are also pleased to include analysis of our international tax footprint, tax charge as reported in the financial statements and total tax contribution in our tax supplement. Our 2020 tax position Our effective tax rate on tax attributable to equity holders for 2020 is 12.1% (2019: 14.3%) compared to the headline UK rate of 19% for the year. The headline effective tax rate is principally driven by the 0% rate of taxation on profits arising in our Bermudan reinsurance hub, which enables us to write more business in a capital efficient way in the UK, the US and in new markets. The decrease in the effective tax rate compared to 2019 is a result of losses made in our UK and US businesses reflected in investment variance, as well as one-off adjustments from the finalisation of tax charges relating to prior years. Without these the effective tax rate on operating profits for 2020 is 15.0% (2019: 15.1%). Our total tax charge (which includes taxes we pay on behalf of policyholders) of £144 million has decreased in 2020 (2019: £598 million) due to diminished investment returns and other losses through investment variance. Our income tax paid for the year of £554 million (2019: £540 million) reflects the continuing profitability of our businesses, the timing of cash tax payments and the impact of withholding taxes on investments held by the Group. Strategic report £1,629m In 2020 our total tax contribution was £1,629 million (2019: £1,563 million) of which 96% (2019: 96%) arose in our UK businesses and 4% (2019: 4%) in our overseas businesses. See below for further details. Grace Stevens Chief Tax Officer Total tax contribution £m Our total tax contribution is the amount of tax that we pay together with the amount of tax that we collect on behalf of our employees, suppliers, customers and policy holders. Total taxes paid Total taxes collected £818m £811m £417m Profit taxes paid £137m Withholding taxes suffered in the UK £81m UK property and other taxes paid £80m UK irrecoverable VAT and premium taxes £73m UK payroll taxes paid £30m Other overseas taxes paid £395m UK PAYE deducted from policyholders £10m UK property and other taxes collected £164m UK VAT and premium tax collected £200m UK payroll taxes collected £42m Overseas taxes collected The Group’s total tax charge disclosed in the annual report can be reconciled to the total income taxes paid by the Group as follows: FY2020 reconciliation from total tax charge to total tax paid £m 124 554 104 14 168 144 Tax supplement Our 2020 tax supplement is available on our group website. See: www. legalandgeneralgroup.com/investors/ results-reports-and-presentations/ FY 2020 total tax charge Add: Deferred tax credited to income statement and other accounting adjustments Add: Net corporate taxes paid in 2020, charged to income statement in earlier years Add: Net corporate taxes charged to income statement in 2020, recoverable in later years Add: Recoverable withholding tax treated as paid in the year Total tax paid per 2020 cash flow statement Tax review Legal & General Group Plc Annual Report and Accounts 2020 19 At our November Capital Markets Event, we set out our five year ambitions. We expect to deliver long-term, diversified growth across the Group. Our retirement businesses provide stable cash flows and our asset management and capital investment businesses operate in attractive markets. Our insurance business is applying technology best practice to sustain its UK leadership, to grow in the US and to continue to expand into adjacent markets. Whilst Covid-19 has impacted our year on year financial performance, we remain confident in our strategy, underpinned by our resilient balance sheet and robust risk management practices. Outlook Our institutional retirement business is the only global player in the pension risk transfer (PRT) market, writing direct business in the UK and US. Our ambition is to write £40 to £50 billion of new UK PRT and $10 billion of international PRT over the next five years. We are building out offerings in retirement income, lifetime mortgages and care. Our ambition is to be the UK’s leading retail retirement brand, enabling all our customers to have a colourful retirement whilst generating sustainable profits for the Group and, over time, to expand internationally. The three pillars of our investment management business’s strategy are: modernise, diversify and internationalise. This positions us to grow our profits, expand our international presence, diversify by client, channel and geography, and to maintain a cost income ratio in the high 50 percent range. The success of our capital investment business in creating and scaling alternative asset capabilities has resulted in a pipeline of opportunities across residential property, specialist commercial real estate, SME finance and clean energy sectors. Over the next five years we expect to build our diversified direct investment assets under management to c.£5 billion. In insurance, we anticipate continued premium growth across our UK and US businesses as technological innovation makes our products more accessible to customers and supports further product and pricing enhancements. Business review Our strategy positions us to be a leader in the global retirement solutions and insurance markets. $1.6bn Record US pension risk transfer volumes £20.4bn Resilient external net flows £1.5bn Invested in UK affordable housing to date Capital Markets Event For full details of our external ambitions, see our Capital Markets Event: www.legalandgeneralgroup.com/investors/ results-reports-and-presentations/ 20 Legal & General Group Plc Annual Report and Accounts 2020 Institutional retirement Strategic report Response to Covid-19 We quickly responded to Covid-19 lockdown measures introduced in the UK. In the first week of lockdown, we demonstrated our agile-working capabilities by signing three transactions on the same day. Our proven ability to price, negotiate and sign transactions remotely has allowed us to meet the ongoing market demand. We have accelerated our move to digital, ensuring customers could access our services online, and removed the need for physical documents, where possible, whilst safeguarding our most vulnerable customers. We continue to support UK infrastructure investment to create assets that deliver a tangible societal impact. 2020 key activities We are a market leading global pension risk transfer (PRT) insurance solutions provider, allowing companies to settle their defined benefit pension liabilities, protect their members’ retirement income and focus on their core business. Our long-term client relationships and understanding of customer needs enable us to best utilise synergies across the Group. We bring together expertise in investment management, asset sourcing and in-depth knowledge in mortality trends and longevity risk. As always, we remain disciplined in the deployment of our capital, selecting opportunities that allow us to invest in high credit quality, matching our long-term liabilities and meeting our return targets. In the last year we have secured the retirement income of more than 53,000 people worldwide. We have an in-house and in-country client service model in the countries that we operate which puts our clients and customers at the heart of what we do. New business Our robust operating model led to another successful year in 2020. We wrote £7.6 billion of UK premiums alongside $1.6 billion of US premiums. We have strong expertise in reinsurance solutions and have taken advantage of attractively priced credit, ensuring efficient use of capital. We continue to innovate in order to enhance the affordability of de-risking solutions. Our Assured Payment Policies (APP) allow companies the option to begin their de-risking journey with a pathway to buy-in or buyout at a future date. Although new business premiums were lower than prior year, in the UK we enjoyed one of our busiest years in recent memory, a 57% increase in the number of transactions compared to 2019. Around 75% of these transactions were with existing clients of our investment management business. We are confident that we can continue to build on our success and meet our ambition to transact between £40 to £50 billion of UK pension risk transfers, and $10 billion of international pension risk transfers over the next five years. £1.1 billion bulk annuity transaction with Maersk Retirement Benefit Scheme We are an all market provider, transacting on smaller deals of under £2 million to some of the largest available in the market. In December we announced a £1.1 billion buy-in transaction with the Trustee of the Maersk Retirement Benefit Scheme, securing the benefits of around 1,900 deferred members and 3,000 retirees. Global opportunities The pension risk transfer market is growing and we are active in all the main markets. The ability to seamlessly execute these globally coordinated transactions highlights our unique position as a market-leading pension risk transfer service provider. Laura Mason Chief Executive Officer, Legal & General Retirement Institutional CEO introduction We have had another successful year, with record sales in the US and a record number of transactions written across our UK and US businesses. Our position as a leading global insurance solutions provider, currently the only provider operating across the UK and US, combined with our internal asset sourcing capabilities, provides competitive advantage and means we are well positioned to meet the increasing demand for pension de-risking solutions. Working with our investment management and capital investment businesses, our growing annuity portfolio provides secure pensioner income through much needed environmentally conscious and socially useful investment. Growth drivers • Ageing demographics • Welfare reforms • Technological innovation Institutional retirement sales £bn 11.4 9.1 8.8 £8.8bn Institutional retirement achieved strong sales of £8.8 billion in 2020 following an exceptional 2019. We transacted on over 60 deals globally, achieving £7.6 billion in premiums in the UK, while continuing to grow our presence in the US market, writing record premiums of $1.6 billion. Premiums shown exclude longevity insurance. Annuity assets £bn 87.0 75.9 63.0 £87.0bn Our total annuity assets grew by 15% to £87.0 billion in 2020. Figures presented are total retirement assets, covering both our institutional and retail retirement assets. 2018 2019 2020 2018 2019 2020 Institutional retirement Legal & General Group Plc Annual Report and Accounts 2020 21 Institutional retirement continued We are immensely proud that, despite the challenges presented in 2020, our team responded by seamlessly adapting to working from home and continuing to offer reassurance and security to pension schemes and our high level of in-house, in-country, customer service for their members.” Laura Mason Chief Executive Officer, Legal & General Retirement Institutional Earlier in the year we announced our first global pension risk transfer transaction of £122 million ($144 million) with IHS Markit’s UK and US pension schemes. In December, we completed our second, much larger, global pension risk transfer transaction, a £545 million full buy-in of Evonik’s UK pension scheme, following a $93 million (£72 million) partial buy-out of Evonik’s US scheme in September. The two deals have secured the pensions of over 3,600 members in the UK and 1,700 in the US. In addition, our global reinsurance hub in Bermuda provides our business with regulatory capital flexibility for both our pension risk transfer business and our US term insurance business. This enables us to write more pension risk transfer business in a capital efficient way, which allows us to support new business and to invest more money in housing and other infrastructure projects in the UK. International pension de-risking Our US pension de-risking business has delivered a record year, achieving over $1.6 billion of new business premiums, representing year-on-year growth of more than 40%. We completed 17 transactions in total over the last 12 months, securing pension benefits for over 26,000 members. We achieved our largest transaction to date, independent of reinsurance, totalling $355 million (£259 million) with Trinity Industries Inc, securing the pension benefits of more than 7,500 members. Since entering the market in 2015, we have written over $5 billion in transactions, and we are now a top ten provider of de-risking solutions in the US market. We expect 2021 and onwards to continue strongly; our ambition is to write over $10 billion of premiums in the US over the next five years. Relationships We build deep relationships with long-standing clients who value our innovative, flexible and collaborative approach. By using umbrella contracts we can ensure the important terms are set out in a master framework agreement, with each additional transaction requiring only a short schedule setting out the specifics of that deal. This structure streamlines the process and ensures both sides are well placed to transact quickly whenever market conditions lead to favourable pricing. Our close relationship with our investment management business means that we are well positioned to support pension schemes at every stage of their lifecycle. Liability driven investment, where we are a market leader in the UK and US, is a crucial final step towards pension risk transfer, and one that supports the resilience of the pension risk transfer market as it insulates schemes from low rates, keeping pension risk transfer affordable, even as markets move. Our business model offers fantastic competitive advantages that enable us to support our investment management clients to achieve their strategic objectives whilst also building long-term relationships to secure repeat business from the many schemes taking a phased approach to de-risking. £70 million buy-in transaction with the ICI Pension Fund Our 2020 buy-in with ICI Pension Fund marks our ninth transaction with the scheme, securing a total of £5.8 billion of liabilities transacted over six years. The ICI Pension Fund took advantage of favourable market conditions in May to secure the benefits of new retirees since its previous transaction, with a £70 million buy-in. Global transactions As the only international provider of pension risk transfer solutions, we are well positioned to de-risk multinational companies. During the year we completed two global transactions, including IHS Markit, which was our first transaction of this kind. The deals demonstrate the continued appetite for pension risk transfer in the UK and US. Our ability to work seamlessly across markets through one joined up process gives us a clear advantage. Institutional retirement operating profit £m 1,331 1,216 1,149 2018 2019 2020 £1,331m Operating profit grew 9% to £1,331 million, driven by the performance of our growing annuity portfolio and further bolstered by routine assumption updates. In addition, the devastating loss of life from Covid-19 has impacted institutional retirement in the form of a mortality experience release. The figures shown include releases associated with changes to future mortality improvements. 22 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Strategic report Understanding the risks Taking on the responsibility for pensions scheme liabilities and providing income in retirement exposes us to the risk that people may live longer than we have anticipated, or that we experience defaults in the investments backing our obligations. Whilst 2020 has seen increased mortality levels as a result of Covid-19, we remain vigilant in our pricing to the long-term trends in longevity and use reinsurance to manage selected risks. Working with our investment management business’s credit and property experts we seek to continuously assess default risks in our investment portfolio, managing exposures to sectors that may be at risk in the current economic environment and, where appropriate, trading out positions. £530 million buy-in transaction with Siemens During August, we completed a £530 million buy-in with the Siemens Benefits Scheme, securing the benefits of more than 2,000 UK retirees. The scheme has chosen our umbrella contract to allow for potential future transactions to be completed quickly and easily. absolute emissions from real estate by 50% by 2030, achieving a net zero portfolio by 2050. This commitment was announced alongside the launch of our new Environmental, Social and Governance (ESG) policy which sets out the progress that our institutional and retail retirement businesses have made towards integrating ESG principles into our annuity portfolio. Assured Payment Policy (APP) We completed our second APP transaction during 2020, a £397 million transaction for the Legal & General Group UK Senior Pension Scheme, which is the largest APP written to date. This builds on the success of the first transaction undertaken with the AIB Group UK Pension Scheme at the end of 2019. An APP locks down investment risk, with a clear structure for adding the remaining pension- related risks in the future, helping pension schemes to minimise volatility between their assets and buy-in pricing. This solution provides a flexible and more affordable way for pension schemes to convert to buy-in or buy-out, including through a series of partial conversions. The power of pensions We invest the premiums received from de-risking solutions into investments that match our long-term obligations to annuity policyholders. Alongside a diverse portfolio of corporate bonds, we make direct investments into assets that support our vision of inclusive capitalism, creating real jobs, housing and wage growth as well as tackling the climate crisis. Our research report ‘The Power of Pensions’ identified £150-£190 billion potentially available to invest in UK infrastructure over the coming decade and that by specifically harnessing the pensions wealth we already have in this country, we can deliver regeneration, transport, housing and renewable energy investment. Environmental, social and governance In December we announced our ambition to reduce the carbon emission intensity of our annuity portfolio by 18.5% by 2025, and to cut Contributing to society Investing annuity money in affordable housing matches our extended liabilities and delivers both real economic growth and social value for the UK. The investments we have made in 2020 show that we are delivering on the principles outlined in our ESG policy. We provided £100 million in deferred long-term financing to Bromford Housing Group, the largest provider of affordable homes across Central and South West England, to support their goal to deliver 12,000 new affordable homes across the region by 2028. Similarly, in the North East of England we have announced £75 million in long-term financing to Bernicia, supporting their ambition to provide 650 much needed homes to the region by 2023, and €54 million (£48 million) to Clúid Housing to enable the delivery of c.200 new social homes across Ireland. Climate change We recently announced long-term debt financing with HeatRHIght, a renewables funding scheme that supports the delivery of air source heat pump technology to the social housing sector. This financing will accelerate HeatRHIght’s delivery of low-carbon heating to housing associations across the UK. With the UK government setting a target to install 600,000 air or ground source heat pumps every year by 2028 as part of a bid to ensure homes are greener, warmer and more energy efficient, this technology will play a vital role in the UK’s journey to a ‘Green Industrial Revolution’. This partnership demonstrates how our diverse skillsets and capital streams can be put to work, as the scheme is funded by long-term annuity money from our retirement businesses. Our capital management business is the developer, and our investment management business is the development manager. Oxford University innovation centre for Life and Mind sciences As part of our £4 billion partnership with Oxford University, we have committed £200 million of funding for a new Life and Mind sciences building to provide innovative facilities for teaching and research. This is the largest building project ever undertaken on behalf of the University. The new building will serve as a world-class home for the university’s departments of Zoology, Plant Sciences and Experimental Psychology. Institutional retirement Legal & General Group Plc Annual Report and Accounts 2020 23 Making a difference We are robust, resilient and relevant 2020 has been a year unlike any other. Our clear vision of inclusive capitalism allowed us to respond quickly to the immediate onset of Covid-19 as well as invest in the long-term economic recovery. Customers We worked hard to ensure that our customer service was largely uninterrupted. • Our retail retirement business continued to pay 100% of payments on time despite the disruption of lockdown measures. • Digital self-service infrastructure capacity was quadrupled during the first week of Covid. Our Cloud-hosted front-end services have had 100% availability during this period. • Eight global pension risk transfer transactions competed in March 2020, securing £268 million of pensioners’ benefits. Employees We prioritised the welfare of our employees, who in turn provide support to millions of people relying on us. • We continued to pay Legal & General employees as normal. • Mental wellbeing supported through our Employee Assistance Programme and Mental Health First Aiders. • We created a build factory to provide our teams with technology to work from home, and we continue to rollout new laptops. Society We launched a range of initiatives to help meet the growing social needs arising from the pandemic, with its disproportionate impact on the health and wellbeing of older populations. • Alderley Park ‘Mega Lab’ facilitated mass testing for Covid-19. • Free accommodation for National Health Service workers at our build to rent sites. • £500,000 Community Fund, funding over 100 small charities with grants from £100 up to £5,000. 24 Legal & General Group Plc Annual Report and Accounts 2020 Shareholders Whilst Covid-19 impacted upon our financial performance, we provided stable returns to our shareholders. • Operating profit of £2,218 million. • Solvency II coverage ratio of 177% (on a shareholder basis). • We continued to pay our dividend. Strategic report Legal & General is uniquely placed to invest annuity money into the UK economy, supporting its long-term pension commitments and creating real assets which support jobs and generate economic activity.” Steve Bolton Head of Private Corporate Debt, Europe, Legal and General Investment Management Affordable homes Affordable homes play an important role in getting the UK economy back on track. 12,000 £100 million deferred long-term financing to Bromford Housing Group to deliver 12,000 new affordable homes by 2028. Scientific research Bruntwood SciTech partnership, the UK’s largest science and innovation property platform, will create more than 20,000 high-value jobs in Manchester, Liverpool, Leeds, Birmingham and Cheshire. We are building back better We understand that long-term investment in innovation and in communities must go beyond the few places already benefitting from it. Living our behaviours We have three behaviours which inspire us to act responsibly towards our customers and everyone whose lives we touch. Our behaviours have been more relevant than ever in our response to the pandemic and will continue to guide us as we build back better. Straightforward We are fair and transparent, open to feedback and communicate in a fair and genuine way. Collaborative We engage our networks and stakeholders to shape our ideas and manage the impact of our decisions. Purposeful We work with pace and energy, taking ownership and demonstrating excellent execution. Making a difference Legal & General Group Plc Annual Report and Accounts 2020 25 25 Retail retirement Response to Covid-19 Our sales were temporarily impacted as we adapted to remote working during initial lockdown measures and as some people delayed retirement planning decisions. Lockdown restrictions have accelerated technological innovation to keep our customers safe and our advisers working, including use of digital valuations for properties and allowing the use of electronic signatures. We continue to safeguard our vulnerable customers and retain the option of face-to-face interaction, as we digitise our systems and processes. To help our advisers navigate the challenging circumstances, we hosted a regular webinar series to offer advice and share experiences, and we moved our equity release training online. 2020 key activities Retirement income A new age of retirement needs financial services to match. We are addressing this need through our strong heritage in annuities, combined with a move towards digitisation, investment in our drawdown proposition, and a new TV campaign to help eradicate the outdated stereotypes of retirement. We have developed an online course with the Open University called ‘Retirement planning made easy’, providing people with information and confidence to engage with their options and help secure financial resilience later in life. Partnerships The intermediary channel is the cornerstone of our distribution approach, but we continue to grow our reach by leveraging the Group’s internal customer base, reaching new customers through our direct digitalised customer journey, and our wide range of partnerships across the retirement industry. In 2020, we entered a new partnership with PensionBee, offering annuities to their at-retirement customers. This agreement builds on our successful partnership track record, reflecting our commitment to the annuities market and is the fifth of its kind. Pension pot tracing and consolidation At present, over half of 45 to 65-year olds have more than one pension pot and, of those, only 17% have already consolidated to better manage their savings. Earlier this year we launched our tracing service to help people track down lost or forgotten pension pots, and a consolidation solution, for those wanting to bring their various pension savings together with Legal & General. Flexible drawdown product In a post-pensions freedom world, an increasing proportion of people are accessing their pension pots and managing retirement finances themselves. Our flexible drawdown product is an early adopter of the FCA’s Investment Pathways, allowing consumers to select from a choice of four simple investment solutions, with each pathway aligned to a separate fund, suited to different drawdown objectives. The product comes with customer support, helping make managing retirement income simple for over 55s who choose to do it themselves. Retirement lending Our retirement lending business provides later life borrowing options to the over 55s, enabling them to access their property wealth to fund their retirement ambitions. Retirement lending is also increasingly seen as the smart approach to intergenerational wealth management, with huge potential as £1.7 trillion of housing wealth will cascade to the next generation in the coming years. Chris Knight Chief Executive Officer, Legal & General Retirement Retail CEO introduction Our ambition is to be the UK’s leading retirement brand, enabling all our customers to have a colourful retirement whilst generating lasting profit for the Group and, over time, to expand internationally. We are retiring the clichés and complexities of retirement and helping people understand the wealth of options available. We have developed new propositions in retirement income and lending, expanding our addressable market, and there is still potential for further growth. Our investment programme continues to support companies focused on healthy ageing and innovation that benefits society. Our focus on digital customer fulfilment and our customer journey makes the process of retirement planning much simpler. Growth drivers • Ageing demographics • Welfare reforms • Technological innovation Individual annuity sales £m 970 910 795 £910m Annuity volumes of £910 million are within 6% of last year, reflecting a slowdown in business in the immediate aftermath of the first UK lockdown. Sales began to recover from June, as we adapted processes to the current environment and individuals valued the certainty of an annuity in uncertain times. Lifetime and retirement interest only mortgages £m 1,197 £791m 965 791 Lifetime and retirement interest only mortgage lending volumes of £791 million were significantly lower than 2019, driven by the temporary slowdown in the housing market in the second quarter. We have focused on servicing existing customers and maintained our pricing and underwriting standards. We saw a strong recovery towards the end of the year. 2018 2019 2020 2018 2019 2020 26 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Strategic report Understanding the risks As a provider of retail retirement products, we are exposed to the risk that people live for longer than we have assumed in the pricing of our products. In pricing our lifetime mortgages, we also make assumptions for the long-term outlook of the housing market. Our mortgage underwriting seeks to ensure that we are selective in the risks we take on and that our loan portfolio is resilient to a range of economic scenarios. As we increasingly advise on mortgages, we inherently increase our exposure to advice risks, and we have invested heavily in ensuring our advisory business leads to good customer outcomes. We have expanded our addressable market in retirement income and in later life lending, as well as helping more people access the care they need. These endeavours have huge potential for further growth.” Chris Knight Chief Executive Officer, Legal & General Retirement Retail Care Concierge service Our Care Concierge is a digital service, helping people understand, find and fund care. The service hosts a combination of online guidance and tools, such as our care calculator. In addition to demonstrating how long a customer’s assets and income might last, the service provides personal advice to support people or their loved ones on their care journey. Products Outstanding debt for over 55s is expected to reach over £500 billion by 2029. We provide solutions that help those over 55s who have an interest only mortgage that they cannot repay, but can afford to continue with monthly payments. Our retirement interest only mortgage makes a difference to customers by allowing them to pay their outstanding interest only mortgage balance and stay in the home they love. Our Optional Payment Lifetime Mortgage product allows customers the flexibility to pay some or all of the accrued interest each month, lowering the overall cost of borrowing compared to a traditional lifetime mortgage. We have launched our energy saving initiative that provides cashback to customers who take a mortgage with us to release funds to improve the energy efficiency of their homes. This is good for the environment and also reduces our risk as it improves the future value of the property. Financial advice Our digital advancements have enabled us to continue providing valuable advice on retirement lending to our customers throughout Covid-19 restrictions. We have recently started providing advice on retirement interest only mortgages. International expansion Earlier in the year, we also invested internationally in Household Capital, a specialist retirement lending provider committed to helping retired Australians ‘Live Well At Home’, complementing our UK business. Health and care Each year, around 1.4 million people seek support to find care for the over 65s. Our Care Concierge, a digital service, provides end-to-end support and guidance to help people find suitable care at all stages of their care-seeking journey. This also creates a funnel of leads to our product offering for this demographic. Investments in health and care Our investments in care and health help individuals lead longer and healthier lives. One of these, Current Health, a patient monitoring platform which helps people to remain in their own home, has partnered with Mayo Clinic to provide remote Covid-19 patient monitoring. In 2020, we invested in Congenica, a digital health firm that has pioneered software to enable rapid genomic data analysis at scale. Investment programme Our investment programme supports companies focused on healthy ageing, offering ‘scale-up’ businesses in this space the chance to bid for a share of £6 million grant funding through our role in the Government’s Innovate UK Initiative: The Industrial Strategy Challenge Fund. We have helped allocate c.£1 million of this funding so far in a research and development project led by Congenica which will explore the relationship between pharmacogenomics and polypharmacy. Congenica is a market leading genetic diagnostic platform that operates in 20 countries globally, providing decision support services to the healthcare and pharma industries. Operating profit £m 399 400 353 2018 2019 2020 £400m Operating profit increased by 13% to £400 million, primarily due to routine assumption updates and the tragic human cost of Covid-19 impacting retail retirement in the form of a mortality experience release offsetting reductions in individual annuity sales and lifetime mortgage advances. The figures shown include releases associated with changes to future mortality improvements. Retail retirement Legal & General Group Plc Annual Report and Accounts 2020 27 Care and ageing It’s time to stop thinking solely about how to extend life, and think harder about how to improve the quality of life we already have.” Nigel Wilson Group CEO 28 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Paying out pensions • We protect pensioners’ income by taking on pension scheme risks and paying out pensions on behalf of the schemes. • We enable pension schemes to exit the Pension Protection Fund, providing security to pensioners such as the £100 million Countrywide Farmers Retirement Benefits Scheme. We transform individuals’ pension savings so they can live a colourful retirement. Strategic report Strategic report Tackling the economic and social challenges of us all living longer helps drive our business forward and support people across the UK in living happier, healthier lives in later life. Our £20 million sponsorship of the Advanced Care Research Centre at Edinburgh University will deliver research on improving care in later life and revolutionising how it is delivered. Relevant retirement living We are redesigning how we care for people in later life: • £5 million donation to Newcastle City Council to fund independent living facilities for older residents and to fund a 20/25-bed ‘new model’ residential care home which will incorporate key lessons learned from the pandemic. Our later living developments aim to transform what the elderly can expect from later life by providing vibrant communities specifically built to activate retirement living. • 270 homes in Kingswood, Surrey, re-purposing our former Head Office and preserving the long-term future of the Grade II* listed building. • Guild Living and Inspired Villages, with over 1,000 homes in six villages with a pipeline of 18 further sites in development. I am thrilled to announce this partnership with Legal & General, which builds on our previous city-wide agreement.” Nick Forbes Leader of Newcastle City Council 600,000+ customers helped to build their own colourful retirements Making retirement planning accessible • Launch of Retirement Interest Only Mortgage for over 55s: a fixed interest rate for the mortgage term allows people to access funds from their home. • Our Care Concierge team have extensive knowledge of the care industry and help you make an informed decision on the care option that is right for you. Care and ageing Legal & General Group Plc Annual Report and Accounts 2020 29 Investment management Michelle Scrimgeour Chief Executive Officer, Legal & General Investment Management CEO introduction Our purpose at LGIM is to create a better future through responsible investing. This has never been more important than during the immense challenges and uncertainty we all experienced in 2020. Against this difficult backdrop, we looked after our clients and our people and have not only delivered good investment and financial performance but also made great progress on our strategic pillars of modernising, diversifying and internationalising our business. Generating positive external net flows reflects the strong relationships we have with our clients, while the growth in revenues and operating profit shows the resilience of the asset management business and positions us well for the future. Growth drivers • Globalisation of asset markets • Technological innovation • Addressing climate change Response to Covid-19 In March 2020, we put in place plans to mitigate as many of the effects of Covid-19 on our business as possible, including facilitating remote working for the majority of our employees. We continue to have the capacity to follow these plans and have a sufficient level of resources available to withstand the effects of the pandemic. Registering positive external net flows of £20.4 billion in 2020, and growing our assets under management to £1,279 billion, reflects both the diversified nature of our assets and resilient client relationships. 2020 key activities Investment performance continued to be strong. Using LGIM’s regulated UCITS funds as a proxy for our performance, in the three years to 31 December 2020: 93% of Active Fixed Income, 36% of Active Equity, and 81% of Multi Asset funds outperformed. Over the same period, 73% of the strategies managed by our Active Fixed Income team in the US outperformed.1 In October, we announced the sale of a book of retail investment products to Fidelity International Ltd, allowing us to concentrate on our core book of retail clients. Stewardship Our purpose of creating a better future through responsible investing is supported by our culture, rooted in three principles: partnership, expertise and responsibility. We have used our scale to be an active and authentic voice on ESG for many years and continue to lead in this area. We are rated A+ for responsible investment strategy and active ownership from the UN Principles for Responsible Investment. In 2020, we held hundreds of companies to account in our Climate Impact Pledge and called on the UK Government to take urgent action to reduce emissions. 1. Modernise We are laying the foundations for global growth through leadership, client service and our operating platform as part of our strategic pillar of modernising the business. Leadership In 2020, we created a new global leadership team, restructured our operations, enhanced governance and focused on risk and systems. We appointed Brenda Sklar as Global Chief Operating Officer; Brenda brings over 20 years of asset management experience in senior operations roles. Martina Kay joined us as Global Human Resources Director, Margaret Ammon as Chief Risk Officer and Camille Blackburn as Chief Compliance Officer. We appointed two new independent non-executive directors, Professor Andrew David Clare and Eimear Cowhey, to our UK fund-management board. Chris Jones joined the board of Legal & General Investment Management (Holdings) in May. Clients We were recognised as a 2020 Greenwich Quality Leader, highlighting our strong commitment to client service. In 2020 we invested in service quality and customer experience. We released an enhanced secure pensions portal, ‘Manage Your Account’, available for around 4 million defined contribution (DC) scheme members. Enhanced features include an interactive Retirement Planning Tool and greater resilience, serving up to 74% more registered visitors at peak times than pre-Covid-19 average visits. Operating platform We invested in our technology and digital capabilities, seeking to create a scalable global operating model. We also made preparations to ensure the business was ready for Brexit. 1. Net fund performance data versus key comparators (benchmark or generic peer groups for bonds and equities as per the relevant prospectuses and benchmark per the relevant prospectus or custom peer group for Multi Asset) sourced for the LGIM UCITS from Lipper and calculated internally for the U.S. composites, in both cases as at 31 December 2020. External net flows £bn 86.4 42.6 20.4 £20.4bn External net flows of £20.4 billion are lower than 2019, when we received a £37 billion index mandate from the Japan Government Pension Investment Fund. Underlying flows were diversified across channels, regions and product lines. Assets under management (AUM) £bn 1,279 1,196 1,015 £1,279bn AUM grew by £83 billion, 7%, driven by positive external net flows despite volatile markets. International AUM is now £388 billion (2019: £370 billion) and represents 30% of our assets (2019: 31%). Of the total £1,279 billion of AUM, £1,163 billion are on behalf of third-party clients and £116 billion for the Group. 2018 2019 2020 2018 2019 2020 30 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report 2. Diversify We have a client-centred approach to growth, targeting adjacent areas of market opportunity and concentrating on higher-margin product lines. UK Defined Contribution In November, our DC business surpassed £100 billion in DC assets under management (AUM). Investment in technology has played a key role in this success, including a pilot with Tumelo, a fintech platform specialising in member engagement on key ESG issues. Over the trial period, nearly one third of users returned to the platform every month. Having built the UK’s market-leading DC business in the accumulating phase of the investor’s savings journey, we are now working with our institutional retirement business to create innovative solutions for retirement income as investors decumulate. UK Defined Benefit In August we launched our Secure Income Assets Fund, designed for UK defined benefit (DB) pension schemes looking for stable, long-term cashflows from a diversified portfolio of assets, including infrastructure and real-estate debt. In September, we launched NavGuide, a complete investment service for smaller UK DB schemes. NavGuide reiterates our commitment to innovation and helping DB schemes of all sizes achieve better outcomes. More generally, we are helping many UK DB schemes pay their pensioners by offering a full suite of investment solutions including cash flow driven investments. Real Assets In September, we announced the forward funding through our Build to Rent Fund of an £81.5 million mixed-use regeneration scheme in Glasgow. The scheme will deliver 346 build-to-rent homes, as well as approximately 12,800 square feet of commercial space, to help meet the city’s demand for high-quality, flexible rental accommodation. 3. Internationalise We are selectively extending our global reach, and will be a disruptor in countries where our strengths align to client needs. Our international AUM grew by 5% to £388 billion on a managed basis in 2020, representing 30% of our portfolio. We were awarded Asset Manager of the Year by Global Investor Group. US In the US, we reported $272 billion (£199 billion) in total AUM in 2020. We are innovating in the emerging retirement income market and will launch a new retirement income product available to US plan sponsors in 2021. In addition, we continue to progress as an ESG leader, by designing solutions that leverage LGIM’s global analytic expertise, and are set to launch two flagship index and active ESG solutions in early 2021. Europe We established a European branch in Dublin to continue to service our European clients. We are expanding into European wholesale markets, and aim to be a leading non-domestic asset manager in the EU by 2025. We manage £70 billion on behalf of European institutional clients and we are accelerating growth through local expertise. In 2020, we saw significant flows into Active Fixed Income and Thematic exchange traded fund (ETF) products and launched ESG-benchmarked Fixed Income ETFs. We also strengthened our presence in Benelux and opened our first Nordic office in Stockholm. Asia Pacific We are broadening and deepening our business across the region, delivering investment expertise and solutions for institutional clients. We reported flows in Asia excluding Japan of £11.5 billion (2019: £2.6 billion). Our relationship with one of the world’s largest investors, the Japanese Government Pension Investment Fund, continues to expand, providing the foundation for further growth in Japan and across the Asia Pacific region. Operating profit £m 407 394* 404 2018 2019 2020 £404m Operating profit of £404 million rose by 3% (*2019 restated from £423 million to include LGIM-related costs previously held at Group. 2018 not restated). Asset management revenue increased by 5%. The cost/income ratio increased slightly to 57%, reflecting continued investment to increase resilience and support future growth. Asset management fees for our institutional retirement business are £148 million (2019: £131 million). Strategic report Understanding the risks Ensuring robust internal controls so that funds are managed in line with client mandates, fund performance is consistently delivered and operational errors are minimised are integral to attracting new funds under management, minimising fund outflow and managing regulatory and reputation risks. Our continued investments in systems, processes and people seek to ensure we maintain a control environment that aligns with the operational risk exposures across our global operating model. Our purpose is to create a better future through responsible investing.” Michelle Scrimgeour Chief Executive Officer, Legal & General Investment Management Expanding our ESG offering Our Secure Income Assets fund demonstrates the structural and capital synergies in our group business model and meets client needs. It also shows how we are diversifying our business by making our expertise in real assets available to a wider range of clients, externalising our private credit capability, expanding our ESG and long-lease equity offerings, and optimising our linkages with our capital investment business. Pictured: Hrauneyjafoss hydropower station in Iceland; we provided a corporate loan to its operator, Landsvirkjun, the country’s largest renewable energy provider. Investment management Legal & General Group Plc Annual Report and Accounts 2020 31 Climate Global temperatures are currently on a trajectory to increase by nearly 4°C above pre-industrial levels. Our strategy means that by addressing climate change we can positively impact the world around us and deliver long-term, secure returns for our shareholders. Our journey to net zero 32 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Technology to accelerate green growth We continue to invest in clean energy solutions • Acquired a 36% stake in the Kensa Group, one of the UK’s largest players in ground source heat pump technology. Increased our stake in Pod Point, a leading electric vehicle charging point operator from 13% to 22%. • Launched an electric car scheme, • provided by Zenith, open to all employees. • Our investment in Tokamak Energy is developing fusion technology, aiming to bring fusion energy to the market by 2030. • Nearly 100 of our people are working on our Climate Change Virtual Accelerator, developing opportunities to generate new commercial revenue streams or create significant shareholder value while making an impact on global carbon emissions. Strategic report Strategic report Using our influence Our scale means we can influence the actions and behaviours of the companies in which we invest on behalf of our clients • We renewed our Climate Impact Pledge, engaging with hundreds of companies to achieve net zero carbon emissions by 2050. #1 Our investment management business is ranked #1 in the UK for its approach to climate change among asset managers (ShareAction). Through our engagement programme renewed to align with the net zero challenge, we want to help steer companies and our clients towards success in a low-carbon world.” Michelle Scrimgeour, Chief Executive Officer, Legal & General Investment Management and member of UK Government’s COP26 Business Leaders A-grade EPC Entire development at CALA Homes Linlithgow built to A-grade energy performance certificate (compared to an average D-grade EPC rating in Scotland). All the homes at the Linlithgow development have water tanks linked to solar panels and electric vehicle charging points. Task Force on Climate-related Financial Disclosures (TCFD) Report Our 2020 TCFD report is available on our group website. See: www.legalandgeneralgroup.com/investors/ results-reports-and-presentations/ Our own journey We are on our own journey to net zero carbon emissions by 2050. This will be realised through our commitments, which include: • We have set Group balance sheet carbon intensity targets to monitor alignment with the Paris objective and will reduce our portfolio carbon emission intensity by half by 2030. • We will launch a climate solution capability for our investment management clients in 2021, quantifying climate risks within, and temperature alignment of, their assets. • As a large UK housebuilder, we will enable all new homes we build from 2030 to operate with net zero carbon emissions. • From 2030, our operational footprint (occupied offices and business travel) will operate with net zero carbon emissions. • For full list of commitments, please refer to our TCFD report. Climate Legal & General Group Plc Annual Report and Accounts 2020 33 Capital investment Response to Covid-19 Covid-19 has brought unprecedented challenges, with operations in our housebuilding businesses temporarily paused in the first half of 2020 and vital precautions taken to protect customers, residents and staff on our sites. However, sales recovered well in the second half of the year and we have strong levels of reservations leading into 2021. At the same time, overall performance has been impacted by asset valuation markdowns in the direct investment portfolio, particularly in relation to our two retail assets (the Lexicon Bracknell and Thorpe Park in Leeds) where Covid-19 lockdowns have exacerbated existing structural and cyclical factors. As part of the effort to manage the effects of Covid-19, we hosted a testing site at our Alderley Park investment and we continued to back life science advancements. Our Later Living housing communities supported and protected elderly residents, enacting a comprehensive action plan which kept rates of infection below that of the national average for over-70s, whilst also focussing on mental wellbeing. Amidst a greater need for our investments, Covid-19 has not slowed the progress of our new and existing businesses as we support the country to ‘build back better’. 2020 key activities Specialist commercial real estate We are involved in some of the UK’s largest urban transformation schemes, creating jobs, driving economic growth and boosting local communities. We are investing in the next generation of science and innovation centres, which have proven crucial this year in response to Covid-19. As a part of our £4 billion partnership with Oxford University, and in conjunction with the Group’s institutional retirement and investment management businesses, we facilitated our institutional retirement business’s £200 million of funding for a new Life and Mind sciences building. We achieved planning permission in January 2021 to provide innovative facilities for teaching and research. Our Bruntwood SciTech joint venture has also agreed, in partnership with the University of Birmingham, to provide a new Health Innovation Campus in the city of Birmingham. Further to our existing portfolio of regeneration projects across the UK, we have joined the call to ‘build back better’ through our commitment to invest £150 million in Sheffield’s West Bar Square development, in partnership with the city council. Working with our investment management business, we have financed and developed a state-of-the-art TV and film studio in Elstree, using pension money from the Group’s institutional retirement business, creating around 2,000 jobs and generating £3 billion of production investment. Clean energy We are committed to scaling up our investments in the clean energy sector in order to accelerate progress towards a low-cost and low-carbon economy. Through fund manager and operator, NTR, we are sourcing, building and managing new clean energy assets to create attractive returns over the medium to long term. This year we have taken a 36% stake in a ground source heat pump technology firm, the Kensa Group, and scaled up our holding in Pod Point, one of the UK’s largest electric vehicle charge point operators; both have delivered record annual sales this year. Kerrigan Procter Chief Executive Officer, Legal & General Capital CEO introduction Our focus on inclusive capitalism is as important as ever following the impact Covid-19 has had on our economy. We continue to create much-needed homes, level up our towns and cities and invest in growth companies. We are investing society’s capital for society’s benefit in socially and economically useful areas which create jobs, improve living standards and deliver returns. Our ambition over the next five years is to increase our direct investment portfolio to £5 billion with a target blended return of 8–10%, and to add over £10 billion of third-party capital assets and asset creation for our retirement business. Investing in the real economy Growth drivers • • Welfare reforms • Technological innovation • Addressing climate change Direct investments £bn 3.1 2.9 2.4 £3.1bn Our direct investments portfolio has grown to £3.1 billion, an increase of 9% over 2019. This growth is the result of continued deployment of capital to progress our existing affordable homes and later living businesses, as well as explore new urban regeneration opportunities and the launch of our Suburban Build to Rent business. Operating profit £m 363 322 275 £275m Operating profit has declined 24% from 2019 to £275 million, primarily due to lower profits in our direct investments, including the impacts of a pause in our house building activity between March and June due to Covid-19. 2018 2019 2020 2018 2019 2020 34 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Housing Our housing platform is diversified across affordability, tenure and life stage, delivering high quality homes which we are committing, from 2030, will be operationally carbon emission-free. Affordable Homes We are using pension money from the Group’s retirement business to develop, own and manage new social housing and affordable homes to address overwhelming need across the UK. Now in its second year our profitable affordable business continues to grow and in 2020 secured a pipeline of over 4,400 homes across 92 sites across the UK. Build to rent (BTR) schemes We have announced the launch of our new Suburban Build to Rent (SBTR) business, which will develop large-scale family rental communities in suburban locations. By 2024, we aim to be able to deliver over 1,000 new homes under this initiative each year across the UK. Across the Group we hold 15 urban BTR schemes of c.£1.8 billion of investment in planning or under development. In 2020 we also added a major new site in Birmingham’s Jewellery Quarter to our portfolio, delivering around 400 apartments for renters. Later Living accommodation Our Later Living accommodation provides vibrant communities specifically built to activate retirement living. In 2020, we have been granted planning permission for major sites in Kent, Bedfordshire, Hampshire and Surrey for nearly 800 new homes, including the Group’s former Kingswood office, which will give a new lease of life to this striking building. There are further sites in advanced planning as we expand our portfolio. CALA Homes Our house building operations had to pause for three months this year, and we have taken utmost precautions to ensure we are protecting customers and staff on our sites. Unit sales have decreased by 26% year-on-year. Performing in line with or ahead of the wider housing market, we saw strong sales activity during the second half of 2020, demonstrating the enduring underlying demand for new homes. Modular Homes In our Modular Homes business, we achieved planning permission for 350 energy efficient homes at two major development sites in Selby and Bristol. Our delivery pipeline is growing and our ambition is to deliver 3,000 modular homes per year by 2024. SME finance Through our venture capital investments and alternative finance platform, we have continued to invest in the real economy via start-up businesses in the UK and Europe. We have invested in three new funds this year, now providing funding for over 300 companies, delivering enhanced returns while boosting job creation, innovation, and science and technology advancements. In a challenging year for many small and medium-sized enterprises (SMEs), we have been disciplined in our investment decisions whilst retaining a commitment to financing sustainable companies. Traded portfolio Our diversified traded portfolio has managed to outperform the market using tactical decisions to manage volatility, in what have been testing conditions globally. Strategic report Understanding the risks Our early stage investments are inherently exposed to the risk that they do not perform as anticipated. Where we undertake construction activity we are also directly exposed to health and safety, and environmental risk. We seek to closely manage our real estate and housing market risk exposures, including development costs and changes in property values. Site health and safety is a core focus area across all our property development and operating activities. We are investing society’s capital for society’s benefit in socially and economically useful areas which create jobs, improve living standards and deliver returns.” Kerrigan Procter Chief Executive Officer, Legal & General Capital Birmingham Health Innovation Campus Our joint venture Bruntwood SciTech partnered with the University of Birmingham to deliver a new centre of health innovation in the city. The £210 million, 10-year masterplan will provide 657,000 sq ft of state-of-the-art lab, office and incubation space acting as a catalyst for the growth of the Midlands’ life sciences sector. It is set to create up to 10,000 new jobs and contribute £400 million to the regional economy by 2030. This investment demonstrates our commitment to levelling-up UK towns and cities, creating jobs and using our capital to help encourage the next generation of crucial scientific and health innovations. Capital investment Legal & General Group Plc Annual Report and Accounts 2020 35 Jobs and growth Investing in the real economy Since the emergence of Covid-19, UK unemployment has risen and is likely to rise further over the next 12 months. It is essential that financial institutions continue to invest in the real economy. We use pensions funds and savings to support projects that create jobs, housing and vital infrastructure. Inclusive capitalism helps to re-build regional economies in the wake of Covid-19.” Nigel Wilson Group CEO 36 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Addressing climate change: 36% stake in Kensa Group, a leading provider of ground source heat pumps (based in Cornwall) Tackling the housing crisis: Planning for 185 homes in Bristol, half of which will be affordable Our investments since March 2020 are set to create 30,000 jobs Our investments use society’s capital for society’s benefit and include science and innovation districts, clean energy infrastructure, and urban transformation projects. £1.5 billion Invested in levelling up the UK’s towns and cities. Strategic report Urban regeneration: £81.5 million of funding for 346 build to rent homes and 12,800 sq. ft. of commercial space in Glasgow Science and technology: Completion of The Lumen Building, a hub for science and technology businesses in Newcastle Innovative research: £210 million investment in Birmingham Health Innovation Campus Rethinking retirement: Planning permission for around 900 later living homes across Kent, Bedfordshire and Surrey Building new homes It is more important than ever that we deliver the houses that our society needs to address structural shortages across every dimension of the market. Impact investing We back growth companies through alternative credit and venture capital and have invested in over 300 companies, from universities to science laboratories to start-ups. Levelling up We invest our own assets and those of our customers over the long term, breathing life across the UK through regeneration programmes, building affordable homes and investing in small and medium-sized enterprises (SMEs). 6,000 Planning permission for around 6,000 homes through our later living, build to rent, modular housing and build to sell businesses. Jobs and growth Legal & General Group Plc Annual Report and Accounts 2020 37 Insurance Response to Covid-19 Our operational resilience in the UK allowed us to continue to serve customers and distributors, with fast action taken to address an initial reduction in our customer service levels. In the US, lockdown restricted physical assessments, increasing the importance of our digital new business platform and disciplined underwriting. To help mitigate the effects of Covid-19, for UK retail protection customers we introduced deferred payment ‘holidays’, allowing over 400 customers to defer premium payments for up to three months and introduced a care package for members of our group protection schemes displaying prolonged symptoms. We have paid out £141 million (with net impact of £76 million) in Covid-19 related claims, helping families during this devastating time. 2020 key activities UK retail protection With only 50% of mortgages protected and only 2% of renters having income protection insurance, there are clear opportunities for continued market growth. We use data analytics to enhance our marketing effectiveness and competitive advantage, enabling more informed distribution and product decisions to optimise profitability and reach. Customers are our priority and we have successfully managed our payment times as we agreed to pay over 80% of our over 50s claims within 24 hours, a year on year improvement despite a 17% increase in claims. We have focused on digitising our customer experiences and have seen a 5-percentage point year on year increase in our customer satisfaction metric, Net Promoter Score. Income protection We have nearly doubled our market share in income protection over the last three years and we expanded our product offering during 2020. Our Low Start Income Protection product is designed to encourage people to get cover who otherwise would not be able to afford it. Our Executive Income Protection product provides an illness cover insurance policy on ‘a life of another’ basis for small business owners, providing funds for additional cover or sick pay. Distribution In 2020, our 100% success rate on new and re-tendered distribution contracts reflects the strength of our relationships with our distribution partners, developing relevant products with more benefits and choice. Our digital transformation in direct protection distribution continues, with new business momentum building in a highly competitive market. Partnerships We have partnered with Action for Suicide Prevention in Insurance (ASPiiN) to increase awareness of mental health in the fight to recognise the warning signs of suicide and protect vulnerable individuals. UK group protection Our group protection business is growing fast, benefitting from data-led sales targeting, improved service and a broader range of brokers. Early intervention service An engaged and productive workforce is the lifeblood of any organisation. Our active early intervention service helps group scheme members return to work as quickly as possible following illness or injury. We paid £73 million in claims in 2020 and funded 2,449 sessions for rehabilitation treatment, and over 1,900 members of our group protection schemes returned to work following illness or injury prior to payments being made. Bernie Hickman Chief Executive Officer, Legal & General Insurance CEO introduction In this unprecedented year, we have focused on enabling our colleagues to support our customers and distribution partners. Our insurance businesses provide peace of mind to over 8 million customers in the UK and US. Our investment in data analytics, technology and our continuous customer centric innovation enabled our businesses to deliver growth, increase market share and service customers throughout multiple lockdowns. We are transforming our insurance businesses while digitising and diversifying our distribution channels, and delivering innovation in adjacent markets though investment in fintech scale up businesses. We have paid out £1.9 billion in claims in 2020, creating a positive impact for families impacted by tragedy. Growth drivers • Welfare reforms • Technological innovation Solvency II new business contribution £m £254m 254 206 216 Our use of a data-driven approach to optimise the value we add from writing new business has delivered a Solvency II new business contribution of £254 million, an 18% growth on last year in a challenging market. We have focused on higher margin products, enhanced pricing sophistication and continued to deliver good expense management. Gross written premiums £bn 2.7 2.8 2.6 £2.8bn Gross written premiums grew by 4% to £2,849 million, driven by increased customer retention and renewals in our UK group protection business as well as strong new business from our distribution reach in UK and US retail protection and responding quickly to Covid-19 restrictions. Our longer-term focus remains on enhancing competitive advantage through effective use of technology. 2018 2019 2020 2018 2019 2020 38 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Strategic report Understanding the risks Providing protection products means that we have to make assumptions about our customers’ life spans, how healthy they will be, and how long they will continue with the policy. We seek to price and underwrite our products to take account of these risks, and use reinsurance to manage significant exposures. In delivering our ambition to be a market leader in the digital provision of insurance, as we develop our digital propositions, we are also exposed to technology risks and cyber risks which if not well controlled may lead to both reputational damage and financial loss. Our investment in data analytics, technology and our continuous customer centric innovation enabled our businesses to deliver growth, increase market share and service customers throughout multiple lockdowns.” Bernie Hickman Chief Executive Officer, Legal & General Insurance Protect is our new digital flexible employee benefits offering Workforces now span three or more generations and through Protect, employers can offer flexible cover at each life stage. Protect simplifies employee protection benefits through a unique proposition, offering personalised cover choices for employees and their families, and great value for employers. After a successful trial with our employees, we are now offering Protect to group protection customers. Protect In partnership with Salary Finance, we are revolutionising the way employees in our schemes can access and engage with their benefits. Protect is a new digital proposition, which allows employees to tailor their insurance cover to their needs, and enhances the benefits companies offer to their employees as part of our group protection schemes, at no extra cost. We launched Protect amongst our employees in September and over 35% have already registered. Not A Red Card campaign Mental health is a leading cause of long-term absences from work. Our Not A Red Card campaign continues to help raise awareness, remove stigma and take action around mental health in the workplace. US protection The US is a substantial and growing market, with $27 billion in term life premium revenues each year, from over 840 life companies. In this fragmented market, we are digitising our business at pace to help protect more customers, by growing our market share with improved service, competitive pricing and relentless innovation to deliver better customer outcomes and process efficiencies. Leveraging increasingly available electronic health data, combined with disciplined underwriting and strong expertise from the UK, we launched a pilot of our digital new business platform, Horizon. Automating our underwriting process and reducing reliance on physical assessments and paper-based evidence will deliver meaningful growth, facilitate new distribution partnerships and provide cost efficiencies. We will roll out Horizon to all new business in 2021. Fintech solutions Salary Finance Salary Finance seeks to address the issue of finance-related stress and its impact on mental health and performance at work through helping people move from debt to saving. We service over 600 progressive employers, over 3.5 million employees across the UK and US, and we are scaling at pace. Our loan book has nearly doubled this year and we acquired Neyber, our biggest competitor, to become the UK’s largest employee financial wellbeing platform. As part of our latest funding round we welcomed a new shareholder Experian, a global leader in data services, who we are partnering with in the development of a new business line to help more UK employees. Surveying services Our remote platform solution proved an invaluable alternative to physical inspections in 2020 and helped our retirement lending business serve new customers as Covid-19 measures restricted access to properties. Our Digital Valuation solution processed almost 43,000 digital valuations, compared with 27,000 in 2019. UK mortgage club Our mortgage club is the largest and longest running mortgage club in the UK, involved in around one in five of all mortgages. We work closely with a broad range of lenders to deliver mainstream and niche products for our advisers. Our focus on innovative digital transformation has been critical this year supporting strong lending levels, including a record final quarter, with over £23 billion of lending transacted. Operating profit £m 308 314 £189m During 2020 operating profit decreased 40% to £189 million (2019: £314 million), reflecting increased claims experience of £186 million due to Covid-19, particularly impacting our US Protection and UK Group Protection businesses where we retain the majority of the mortality risk. We have provisioned for £110 million of future Covid-19 related claims, having realised £76 million of claims during 2020. 189 2018 2019 2020 Insurance Legal & General Group Plc Annual Report and Accounts 2020 39 Managing risk Our straightforward, collaborative and purposeful behaviours underpin the operation of our risk framework. Finding what you need online Detailed information can be found in our risk management supplement. Please visit: www.legalandgeneralgroup.com/ investors/results-reports-and- presentations/ Simon Gadd Group Chief Risk Officer Overview Our risk management framework supports informed risk-taking by our businesses, setting out those rewarded risks that we are prepared to be exposed to and the risks that we want to avoid, together with risk limits and required standards of internal control to ensure exposures remain within our overall risk appetite. We seek to deeply embed the necessary capabilities to assess and price for those risks that we believe offer sustainable returns within each of our operating businesses, as well as ensuring the skill sets to closely manage those risk factors which could otherwise lead to unexpected outcomes. Our straightforward, collaborative and purposeful behaviours underpin the operation of our risk framework, providing a culture of openness and transparency in how we make decisions and manage risks, and balancing performance with principles to do what’s right for the business and our customers. We operate a three lines of defence risk governance model: First, our operating businesses are responsible for risk taking within the parameters of our risk appetite and accountable for managing risks in line with risk policies. The skills to assess and price for risk form part of our first line business management activity. For example, in our pension risk transfer and annuities businesses we have a deep understanding of longevity risk and the science of life expectancy. LGIM, as one of the world’s largest asset managers, has extensive business expertise in managing credit risk. Within our insurance business, as the UK’s largest provider of individual life cover, we have extensive knowledge of mortality and morbidity risks. Second, our risk oversight function under the direction of our Group Chief Risk Officer. The team of risk professionals provides our businesses with expert advice and guidance on risk and capital management, alongside ensuring risk-taking remains within acceptable parameters. Third, our Group Internal Audit function provides independent assurance on the effectiveness of business risk management and the overall operation of our risk framework. Our risk management framework Risk appetite The Group’s overall attitude to risk and the ranges and limits of acceptable risk-taking Risk taking authorities The formal cascade of our risk appetite to managers, empowering them to make decisions within clearly defined parameters Risk policies Our strategies for managing the risks in the environments in which we operate, so as to ensure residual risk exposures are those within appetite Risk identification and assessment Tools that help managers identify and evaluate the risks to which we may be exposed so that they can be managed in line with our risk policies Risk management information How we report and review ongoing and emerging risks, and assess actual risk positions relative to the risk targets and limits that we set Risk oversight Risk committees Review and challenge, by the Group and divisional Chief Risk Officer teams, of how we identify and manage risk Our structure of group level committees oversees the management of risks and challenges how the risk framework is working. The role of the Group Risk Committee is set out on pages 86 and 87 Culture and reward Performance measures that focus on the delivery of effective risk management, business and customer strategy, and culture 40 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Strategic report Responding to the impacts of Covid-19 Throughout the crisis we have continuously assessed the impacts of the global recession for our credit portfolio. Over the years through ‘fire drills’ we have tuned our response plans for different types of financial crisis, with clear governance processes and supporting data to be used in managing our portfolios proactively and efficiently through a credit stress event. Through daily data on credit risks across the portfolio, and detailed insights from LGIM’s asset managers we have been able to assess the economic environment, markets, sectors and individual names and agree actions quickly and efficiently. From an operational perspective, we have ensured the resilience of our business operations through enabling many of the Group’s office based personnel to work remotely, using our existing ‘agile’ working practices to ensure adherence to the Group’s internal control, data protection and information security protocols. Whilst our responses have proved effective in managing operational risks to date, we are not complacent, and continue to monitor our customer service levels and wider business processes. Our risk landscape The risks that we are exposed to fall into the broad categories of: Longevity, mortality and other insurance risks that are transferred to us by the customers of our pension risk transfer, annuities and protection businesses. The period that customers continue their policies is also important for profitability. Longevity risks arise in our pension risk transfer and retail annuity businesses. Over the years we have built significant expertise in understanding and pricing for longevity, covering a range of disciplines including actuarial, medical, public health, statistical analysis and modelling. Mortality, morbidity and the risk of policy lapse are inherent to our protection businesses, for which we assess and price for as part of our policy underwriting. Investment, credit and counterparty risks from holding portfolios of assets to meet our obligations to our customers and to deliver returns to shareholders; and liquidity risks from contingent events. Credit risk largely arises in our portfolio of corporate bonds and, where we provide long-term funding, within our direct investment portfolio. As an investor for the long term, assessing and managing credit risk is a core competency, and alongside setting a range of tolerances to diversify our portfolios, we seek to continuously track a variety of risk factors that could adversely impact credit markets. For direct investments, as part of our underwriting decision, we evaluate the quality of the security that we will take under the transaction. We set limits on our exposures to reinsurance counterparties and where appropriate take collateral. Operational risks in respect of our business processes and IT systems, as well as broader regulatory and legislative risks that can arise in the environments in which we operate. All our businesses have inherent exposure to operational risk. Our risk management and internal control framework seeks to identify areas of potential weakness that could otherwise lead to customer detriment, reputation damage or financial loss and ensure that appropriate measures are in place to mitigate adverse outcomes. Where our businesses directly engage in house building and property development, we are exposed to risks associated with the management of construction projects, including health and safety risks. Alongside construction related risks wider safety risks arise in the operation of retirement villages and our affordable homes businesses. The management of health and safety and the broader risks of building safety are an integral part of our wider risk framework, with expertise in risk management embedded across our business operating model. Risk appetite Our risk appetite sets the ranges and limits of acceptable risk-taking for the Group as a whole. We express our overall attitude to risk using the statements and measures in the table below. We set further risk tolerances covering our specific exposures to credit, market, insurance and operational risks including, where appropriate, limits on concentrations and significant aggregation of risks. Our risk appetite is used to govern the nature and quantity of risks that we are exposed to. Whether we are making a direct property investment or pricing a pension risk transfer deal, we use our risk appetite framework to assess the risk profile and potential rewards to ensure we continue to operate within the ranges of acceptable risk-taking that we have set. Our risk appetite Strategy We manage a diversified portfolio in which we accept risk in the normal course of business and aim to deliver sustainable returns on risk-based capital in excess of the cost of capital. Earnings Monitoring metric: minimum return on capital over the planning cycle. We have an appetite for risks we understand and are rewarded for, and which are consistent with delivery of our strategic objectives. Monitoring metric: maximum risk-based capital to be deployed over the planning cycle. We have a low appetite for volatility of earnings; in particular volatility arising from risks where Legal & General has more exposure than the wider market. Monitoring metric: Maximum acceptable variance in earnings compared to plan. Customer We treat our customers with integrity and act in a manner that protects or enhances the Group franchise. Monitoring metric: customer and reputation risk dashboard. Capital We aim to maintain an appropriate buffer of capital resources over the minimum regulatory capital requirements. Liquidity We expect to be able to meet our payment and collateral obligations under extreme, but plausible, liquidity scenarios. Monitoring metric: minimum capital coverage ratios. Monitoring metric: minimum liquidity coverage ratio. Managing risk Legal & General Group Plc Annual Report and Accounts 2020 41 Managing risk continued Our risk framework delivers informed risk taking.” Simon Gadd Group Chief Risk Officer Finding what you need online Detailed information can be found in our Group TCFD Report 2020 Please visit: www.legalandgeneralgroup.com/ investors/results-reports-and- presentations/ Principal risks and uncertainties (refer to pages 44-47 for further detail) Reserves and our assessment of capital requirements may require revision as a result of changes in experience, regulation or legislation. Investment market performance and conditions in the broader economy may adversely impact earnings, profitability or surplus capital. In dealing with issuers of debt and other types of counterparty the Group is exposed to the risk of financial loss. Changes in regulation or legislation may have a detrimental effect on our strategy. New entrants may disrupt the markets in which we operate. A material failure in our business processes or IT security may result in unanticipated financial loss or reputation damage. We fail to respond to the emerging threats from climate change for our investment portfolios and wider businesses. Risk outlook While there are promising developments in the roll out of vaccines and treatments for Covid-19, the outlook for the global economy remains uncertain, with responses to potential future waves of Covid-19 creating the risk of prolonged disruptions to economic activity and financial stress in specific business sectors and industries. There is uncertainty to the long term impacts of Brexit for the UK economy as a whole. As a predominantly UK and US based business, with established operations in Ireland to support LGIM’s European clients, our operating model has not been materially impacted. We do, however, expect the regulatory landscape to continue to evolve, although it is too early to determine the outcome from current HM Treasury consultation on how the UK regulatory framework for financial services will develop outside the EU. Whilst Covid-19 has dominated the news agenda, tackling climate change and responding to the threats to asset portfolios remains the biggest global risk. Own Risk and Solvency Assessment (ORSA) Our ORSA process is an ongoing analysis of the Group’s risk profile and the sufficiency of capital resources to sustain our business strategy over the plan horizon. The process, which covers the whole Group, considers how the financial and broader business risks to which we are exposed may evolve over the planning cycle. Stress and scenario testing is an essential element of the ORSA. It is used to show us how key risk exposures respond to different risk factors, together with the sensitivity and the resilience of capital and earnings to a range of extreme but plausible events. The stress testing component of our framework assesses the effect of a move in one or more, risk factors at a point in time. The scenario element considers group wide multi-year projections of capital and earnings across a range of downside conditions in financial markets, demographics and the broader economy. The ORSA process is integrated into our business risk and capital management activities and aligned with the strategic planning process to inform forward looking decision making. As such, it is a key business management tool. Capital management Our risk-based capital model seeks to provide a quantitative assessment of the Group’s risk exposures. It forms part of the suite of tools we use to evaluate our strategic plans, set risk appetite, allocate capital and evaluate product pricing. Our model is also used to assess significant transactions, including large pension risk transfer deals. Assessing and managing our risk from climate change We are planning our businesses on the basis that climate change is successfully constrained while managing the risk that it is not. We have integrated climate risk management into our governance framework and have carried out a detailed assessment of how we could expect climate risk to emerge across our business model. Transition risk within the assets on our balance sheet is the key near-term source of risk for our business although physical risks may impact our Real Assets business. Our risk mitigation strategy includes integrating carbon controls into our investment processes, through setting portfolio carbon intensity targets and stock exclusions, and we are implementing high energy efficiency standards into our directly owned commercial property and housing businesses. 42 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Group Board viability statement Strategic report The key model output is the generation of capital requirements. We calibrate our model to a 99.5% value at risk confidence level over one year, equivalent to ensuring that we hold sufficient capital to survive our assessment of a worse case 1-in-200 year event. In terms of risk based capital, market (credit) and insurance (longevity) risks remain our most significant drivers. Group Board viability statement The Group’s strategy is developed, and economic decisions are made, around meeting the long-term protection and savings needs of its customers, and around creating long-term value for customers and shareholders over a period of many years. This reflects the Group’s business and investment models which combine managing credit, longevity and market risks over long-term relationships. The Group’s long-term prospects The Group’s prospects are primarily assessed through our strategic and planning processes. Performance on our annual strategic planning process is continuously monitored, and it underpins our business planning model. We consider the sustainability and resilience of our business model over the long-term (including strategic factors detailed on pages 8 to 13, as well as longer term trends in areas such as technology and climate change), as our investment and insurance products and customer relationships are long-standing ones. The Group is also subject to regulation and supervision, which requires us to manage and monitor solvency, liquidity and longer-term risks, to ensure that we can continue to meet our policyholder obligations. This long-term prospects assessment is over a longer period than that over which the Board has assessed its viability. Period of viability assessment While the Board has considered adopting a longer period, it believes that five years is the most appropriate timeframe over which we should assess the viability of the Group, as required within provision 31 of the UK Corporate Governance Code. The following factors have been taken into account in making this decision: • We have reasonable clarity over a five-year period, allowing an appropriate assessment of our principal risks to be made; and • The assessment is underpinned by our business planning process, and so aligns to the period over which major strategic actions are typically delivered, and takes account of the uncertain economic environment and changing political and regulatory landscape. Our business planning process is an annual process and culminates in the production and review of the Group’s business plan. Our plan is built up from divisional submissions, and considers the profitability, liquidity, cash generation and capital position of the Group. This projection process involves setting a number of key assumptions, which are inherently volatile over a much longer reporting period such as foreign exchange rates, interest rates, economic growth rates, the continued optimisation of capital strategies for Solvency II, and the impact on the business environment of changes in regulation or similar events. The Board carries out a detailed review of the draft plan at the Group Board’s annual strategy assessment, and amendments are made accordingly. Part of the Board’s role is to consider the appropriateness of any key assumptions made. The latest annual plan was approved in December 2020, resulting in our current five-year business plan. How we assessed our viability The Board regularly considers the potential financial and reputational impact of the Group’s principal risks (as set out on pages 44 to 47) on our ability to deliver the business plan, and we regularly refresh our principal risks to reflect current market and economic conditions as well as changes in our risk profile. Quantitative stress and scenario testing is undertaken to enable the Board to consider the Group’s ability to respond to a number of plausible individual and combined shocks, both financial and operational, which could adversely impact the profits, capital and liquidity projections in the Group plan. For example, during 2020, the Board considered the impacts of additional market stresses commensurate with a stalled post Covid-19 recovery, as well as a severe market event. These stresses included a severe global shock set with reference to the Bank of England’s latest ‘Annually Cyclical Scenario’, but modified to reflect the Group’s underlying risk profile. The scenario is broadly based on the Global Financial Crises of 2008 for market risks exposures and 2002 experience for rating transitions (downgrades and spreads). In addition to the above, specific adverse scenarios of increasing severity which may arise as a result of the economic consequences of the Covid-19 pandemic have been tested, with the most adverse one being more severe than the global shock described above. The scenarios tested showed that the Group would continue to have sufficient headroom to maintain viability over the five year planning period, after taking into account mitigating actions to manage the impacts on capital and liquidity. This includes maintaining the Group’s current dividend policy under the late cycle market shock scenario, but this and other commitments would be reassessed if the circumstances determined this to be necessary over the longer term. In response to the potential severe economic downturn caused by Covid-19, credible buffers and a suite of specific appropriate management actions are at the Group’s disposal to maintain resilience and preserve the Group’s viability. It is clearly possible that shocks could be more severe, occur sooner and/or last longer than we have currently considered plausible. The Board has maintained strong engagement with management throughout the year in monitoring the impact of Covid-19 and the additional scenario analyses performed to understand any impact on the Group’s balance sheet, and is expected to continue to do so. Additionally, reverse stress testing and contingency planning gives the Board a solid understanding of the Group’s resilience to extremely severe scenarios which could threaten the Group’s business model and viability. This analysis assists in identifying any mitigating actions that could be taken now, or triggers to put in place for future actions. Potential scenarios that were explored included severe capital market stresses, adverse regulatory changes, reputational and internal/external events causing falls in business volumes, and severely adverse claims experience. The results confirmed that the Group remains resilient to extreme stresses as a result of the risk management system in place and the diverse range of mitigating actions available, such as the raising of capital or reduction in the payment of dividends. Our conclusion on viability Following this assessment, taking into account the Group’s current position and principal risks, the Board can confirm that they have a reasonable expectation that the Group will continue in operation and meet its liabilities, as they fall due, over a viability horizon of five years. The Board’s five year viability and longer-term prospects assessment is based upon information known today. Group Board viability statement Legal & General Group Plc Annual Report and Accounts 2020 43 Principal risks and uncertainties The directors confirm that they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity. The principal risks are set out below including details of how they have been managed or mitigated. Further details of the Group’s inherent risk exposures are set out at Notes 7 and 16 to 18 of the financial statements. Risks and uncertainties Reserves and our assessment of capital requirements may require revision as a result of changes in experience, regulation or legislation. The pricing of long-term insurance business requires the setting of assumptions for long-term trends in factors such as mortality, lapse rates, valuation interest rates, expenses and credit defaults as well as the availability of assets with appropriate returns. Actual experience may require recalibration of these assumptions, increasing the level of reserves and impacting profitability. Management estimates are also required in the derivation of Solvency II capital metrics. These include modelling simplifications to reflect that it is not possible to perfectly model the external environment, with adjustment necessitated where new data emerges. Forced changes in reserves can also arise from regulatory or legislative intervention impacting capital requirements and profitability. Investment market performance and conditions in the broader economy may adversely impact earnings, profitability or surplus capital. The performance and liquidity of investment markets, interest rate movements and inflation impact the value of investments we hold in shareholders’ funds and to meet the obligations from insurance business; the movement in certain investments directly impacts profitability. Interest rate movements and inflation can also change the value of our obligations. Losses can still arise from adverse markets although we seek to match assets and liabilities. Falls in the risk free yield curve can also create a greater degree of inherent volatility to be managed in the Solvency II balance sheet, potentially impacting capital requirements and surplus capital. Falls in investment values can reduce our investment management fee income. Link to strategy 1 Trend and outlook Mitigation We are monitoring the impacts of Covid-19 on the lives we insure and the impacts for longevity and other insurance assumptions. To date Covid-19 mortality is lower than our 1-in-200 pandemic modelling scenario, and we have seen an offsetting effect in our annuities portfolio; however, uncertainty remains. While the availability of vaccines and treatments for Covid-19 are increasing, understanding of virus mutations and the efficacy of vaccines is still evolving. The deferral of non-Covid-19 medical treatments may also impact future rates of mortality, and it is too early to assess the effects of ‘long Covid’ on morbidity. We remain inherently exposed to longevity risk in our pensions risk transfer businesses and a dramatic advance in medical science beyond that anticipated remains a risk factor. For our protection businesses, risk factors include new diseases, changes in immunology and, for our US term policies variances in the rate of policy renewal compared to our assumptions. 1, 2, 3 The immediate outlook for the global economy is highly uncertain, and whilst the rollout of Covid-19 vaccines and the expectations of renewed US government spending has seen a resurgence in investment markets, they remain highly susceptible to shocks and the re-appraisal of asset values, particularly from actions to control Covid-19. Associated valuation uncertainty is likely to persist in commercial property markets for the foreseeable future and interest rates look set to continue at ultra-low or negative levels. In addition, whilst the UK has agreed post Brexit trade terms, the impacts for certain sectors of the UK economy are still to fully emerge. Similarly, although the US presidential elections are likely to result in a more positive stance on global trade, in the wake of Covid-19 there is potential for protectionist behaviours and a reduction on dependency on extended global supply chains. We undertake significant analysis of the variables associated with writing long-term insurance business to ensure that a suitable premium is charged for the risks we take on, and that reserves continue to remain appropriate for factors including mortality, lapse rates, valuation interest rates, and expenses, as well as credit default in the assets backing our insurance liabilities. We also seek to pre-fund and warehouse appropriate investment assets to support the pricing of long-term business. In seeking a comprehensive understanding of longevity we are evaluating how Covid-19 will impact wider trends in life expectancy. In our protection business, as part of our continuous evolution of our underwriting capabilities, we are seeking to ensure we fairly assess Covid-19 as a risk factor and that our reserves remain appropriate. However, we cannot remove the risk that adjustment to reserves may be required, although the selective use of reinsurance acts to reduce the impacts of significant variations in life expectancy and mortality. See page 188 for sensitivities of our business to selected scenarios. We cannot eliminate the downside impacts on our earnings, profitability or surplus capital from these or other investment market and economic risk factors, although we seek to position our investment portfolio and wider business plans for a range of plausible economic scenarios and investment market conditions to ensure their resilience across a range of outcomes. This includes the economic and asset prices stresses that could arise from extreme measures being taken to control the spread of Covid-19. Our ORSA is integral to this process, evaluating capital sufficiency for the risks to which we may be exposed to in our business plans, and supporting analysis of those exposures relative to our risk appetite. Where appropriate we may also take management actions to take advantage of markets conditions, for example by raising debt at attractive rates during 2020. See pages 188, 175 and 179 respectively for sensitivities to interest rates and exposures to worldwide equity markets and currencies. 44 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Strategic report Strategic priorities Global leader in pensions and retirement solutions Global asset management Leader in socially responsible direct investments Provide financial security Digital financial solutions provider Address climate change Risks and uncertainties In dealing with issuers of debt and other types of counterparty the Group is exposed to the risk of financial loss. Systemic corporate sector failures, or a major sovereign debt event, could, in extreme scenarios, trigger defaults impacting the value of our bond portfolios. Under Solvency II, a widespread widening of credit spreads and downgrades can also result in a reduction in our Solvency II balance sheet surplus, despite already setting aside significant capital for credit risk. We are also exposed to default risks in dealing with banking, money market and reinsurance counterparties, as well as settlement, custody and other bespoke business services. A default by a counterparty could expose us to both financial loss and operational disruption of business processes. Default risk also arises where we undertake property lending, with exposure to loss if an accrued debt exceeds the value of security taken. Changes in regulation or legislation may have a detrimental effect on our strategy. Legislation and government fiscal policy influence our product design, the period of retention of products and required reserves for future liabilities. Regulation defines the overall framework for the design, marketing, taxation and distribution of our products, and the prudential capital that we hold. Significant changes in legislation or regulation may increase our cost base, reduce our future revenues and impact profitability or require us to hold more capital. The prominence of the risk increases where change is implemented without prior engagement with the sector. The nature of long-term business can also result in some changes in regulation, and the re-interpretation of regulation over time, having a retrospective effect on in-force books of business, impacting future cash generation. Link to strategy 1, 2 Trend and outlook Mitigation The significant deterioration in the global economic outlook in 2020 saw a widening of credit spreads and rating downgrades, particularly in industries directly impacted by global lockdowns including the leisure, transport, travel and retail consumer cyclical sectors, with the UK Sovereign rating also seeing downgrade in response to greatly increased levels of government debt. Whilst emerging Covid-19 vaccines and treatments are expected to support a gradual economic recovery, as economies emerge from the downturn there remains risk of further downgrade rating actions and debt defaults as governments withdraw current economic support measures. The effect of Covid-19 on reinsurance counterparties, both from mortality payments and unanticipated business interruption claims, also has potential to impact the ratings of weaker reinsurers, although default generally remains a more remote risk. We actively manage our exposure to downgrade and default risks within our bond portfolios, setting selection criteria and exposure limits, and using LGIM’s global credit team’s capabilities to ensure risks are effectively controlled. We entered the crisis with a well-diversified credit portfolio, and while we have experienced no credit defaults we remain vigilant to downgrade and default risks, and if appropriate trading out to improve credit quality, particularly in those sectors most affected by global lockdowns. In our property lending businesses, our loan criteria take account of borrower default and movements in the value of security. We manage our reinsurer exposures dealing only with those with a minimum A- rating at outset, setting exposure limits, and where appropriate taking collateral. Whilst we manage risks to our Solvency II balance sheet, we can never eliminate downgrade or default risks, although we seek to hold a strong balance sheet that we believe to be prudent for a range of adverse scenarios. See page 180 to 183 for our credit portfolios. 1, 2, 4 Regulatory driven change remains a significant risk factor across our businesses. In the UK, with the end of the Brexit transition period, responsibility for the future evolution of prudential regulations is now vested in UK regulators, and HM Treasury have initiated consultation on Solvency II. UK conduct regulation continues to focus on consumer protection, market integrity and the promotion of competition, and we are preparing for the FCA’s transition in 2021 from LIBOR to SONIA. Regulatory focus also continues on the financial risks presented from climate change and the readiness of firms to prepare for the transition to a low-carbon economy. Alongside regulatory risk, we are also monitoring potential for changes in UK fiscal policy arising from the need to fund government borrowing in response to Covid-19. We are supportive of regulation in the markets in which we operate where it ensures trust and confidence and can be a positive force on business. We seek to actively participate with government and regulatory bodies to assist in the evaluation of change so as to develop outcomes that meet the needs of all stakeholders. Internally, we evaluate change as part of our formal risk assessment processes, with material matters being considered at the Group Risk Committee and the Group Board. Our activities in readiness for the transition to SONIA are well advanced, and we continue to make good progress in aligning our approach to the management of climate risk with the expectations of our regulators. Our internal control framework seeks to ensure on-going compliance with relevant legislation and regulation. Residual risk remains, however, that controls may fail or that historic financial services industry accepted practices may be reappraised by regulators, resulting in sanctions against the Group. Principal risks and uncertainties Legal & General Group Plc Annual Report and Accounts 2020 45 Principal risks and uncertainties continued Link to strategy 1, 3, 5 1, 2, 5 Risks and uncertainties New entrants may disrupt the markets in which we operate. There is already strong competition in our markets, and although we have had considerable past success at building scale to offer low cost products, we recognise that markets remain attractive to new entrants. It is possible that alternative digitally enabled financial services providers emerge with lower cost business models or innovative service propositions and capital structures, and disrupt the current competitive landscape, and that changes in legislation or regulation impact operating models. A material failure in our business processes or IT security may result in unanticipated financial loss or reputation damage. We have constructed our framework of internal controls to minimise the risk of unanticipated financial loss or damage to our reputation. However, no system of internal control can completely eliminate the risk of error, financial loss, fraudulent actions or reputational damage. We are also inherently exposed to the risk that third parties may seek to steal customer data or perpetrate acts of fraud using digital media, and there is strong stakeholder expectation that our core business services are resilient to operational disruption. Trend and outlook Mitigation The need to adjust to living with Covid-19 has seen the acceleration of a number of trends, including greater consumer engagement in digital business models and on-line servicing tools. It has also seen businesses like ours transform working practices, and we expect to continue to invest in automation, using robotics to improve business efficiency. Evolving governmental initiatives including defined benefit ‘superfund’ consolidation schemes, pension dashboards and ‘collective’ pension scheme arrangements also present opportunities. We continuously monitor the factors that may impact the markets in which we operate and are maintaining our focus on developing our digital platforms (see our insurance business review on page 38 for further detail). In our pensions risk transfer business, our capabilities to assess risk and offer bespoke solutions enable us to differentiate our offer from competitors (see retirement business reviews on pages 21 and 26), and we believe that our investment management and institutional retirement businesses are well positioned for the evolution of the pensions market. Although Covid-19 lockdowns have had some impact on our business operations, we have been able to continue the majority of our business services without material disruption. We remain, however, alert to the operational risks in the current environment including the increased risk of cyber threats and the potential for on-going disruption from lockdowns. We continue to invest in our system capabilities, including those for the management of cyber risks, to ensure that our business processes are resilient, and that appropriate recovery plans are in place. We also seek to closely manage our property construction and safety risks through robust internal control systems, including training, monitoring and independent assessments. Our risk governance model seeks to ensure that business management are actively engaged in maintaining an appropriate control environment, supported by risk functions led by the Group Chief Risk Officer, with independent assurance from Group Internal Audit. The work of the Group Audit Committee in the review of the internal control system is set out on pages 84 to 85. As part of our move to a remote working model, our risk and internal audit functions have undertaken reviews across our business to ensure that our core control processes remain effective and that key operational risks are being managed. Whilst we seek to maintain a control environment commensurate with our risk profile we recognise that residual risk will always remain across the spectrum of our business operations and we aim to develop response plans so that when adverse events occur, appropriate actions are deployed. 46 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Strategic report Strategic priorities Global leader in pensions and retirement solutions Global asset management Leader in socially responsible direct investments Provide financial security Digital financial solutions provider Address climate change Link to strategy 3, 6 Risks and uncertainties We fail to respond to the emerging threats from climate change for our investment portfolios and wider businesses. As a significant investor in financial markets, commercial real estate and housing, we are exposed to climate related transition risks, particularly should abrupt shifts in the political and technological landscape impact the value of those investment assets associated with higher levels of greenhouse gas emissions. Trend and outlook Mitigation The science underpinning climate change is clear and the effects can already be seen across the world. We believe, however, that climate change has still to be fully priced in by financial markets. The urgent global response to Covid-19 has illustrated the potential scale of shock that could arise from delays in responding to climate risk with sudden late policy action leading to potentially large and unanticipated shifts in asset valuations for impacted industries and sectors. But alongside the risks, there is an opportunity for investment in new technologies that offer good returns whilst meeting global goals for net zero carbon emissions, including energy efficient property, renewables and new science to support de-carbonisation. We recognise that our scale brings a responsibility to act decisively in positioning our balance sheet to the threats from climate change and, as one of the largest global institutional investors, also encouraging others to follow suit. We continue to embed the assessment of climate risks in our investment process and are developing our risk metrics and framework for oversight and taking opportunities. As set out on pages 49-50 we continue to measure the carbon intensity targets of our investment portfolios, and along with specific investment exclusions we have set reduction targets aligned with a 1.5°C interpretation of the Paris commitment. Principal risks and uncertainties Legal & General Group Plc Annual Report and Accounts 2020 47 A sustainable business Being a sustainable business defines our role in society and the value we create. A long-term positive impact on society Inclusive capitalism is at the heart of everything we do. We seek opportunities to fund projects in areas of the economy that have historically been underfunded. We develop assets which have the right risk profile to back pension liabilities while serving social and environmental good. Our success depends on a stable economy and a strong society and we must act to preserve these. 2020 saw expectations of companies’ environmental behaviour, social contribution and governance move forward at pace. Our vision continues to set an ambitious change agenda and places corporate responsibility firmly at the centre of how we run our business. It is in the interest not only of our business but also of our customers, employees, shareholders and the societies in which we work to ensure our shared future is sustainable. We are undertaking three ‘journeys to sustainability’, aiming to align with the three elements of environmental, social and governance (ESG) practice. 1. Our environmental journey: how, as an investor, an influencer and operationally, we will contribute to limiting climate change to 1.5 degrees Celsius (°C) of warming. 2. Our social journey: how we will contribute to a better society. 3. Our governance journey: how we run our business responsibly and seek to influence best practice elsewhere. Uniting these three journeys is our desire to accelerate meaningful change for our employees, investors, customers and society. Transparency and accountability are critical, so we publish our performance against our targets which align with the United Nations’ Sustainable Development Goals (SDGs) and each year we set our SDG-specific priority areas in our Sustainability Report. Sustainability Report Our sustainability report will be published later in 2021. For details see: www.legalandgeneralgroup.com/csr/ 48 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Strategic report £1.4bn investment in renewable energy to date. 70% of our retirement business’s renewable investments, by market value, have been made in the UK offshore wind sector. Below we have summarised our response to the TCFD guidance. For more detailed information see our TCFD report. Governance The Board is accountable for the long-term stewardship of the Group and added ‘addressing climate change’ as one of our six strategic growth drivers in early 2020. The Group Environment Committee oversees the management of climate-related risks. Strategy The journey to net zero is an investment opportunity but we recognise the transition risks. The development of our Destination@Risk model influences investment decision making and we believe our strategy and the policies we have in place make us resilient to climate-related risks. Risk management We identify transitional risk impacts on asset valuation from the adjustment towards a low carbon economy and physical risk impacts on asset holdings or changes to insurance liabilities as a result of weather events. Our mitigation strategy integrates carbon controls into the investment process. Metrics and targets To assess climate-related risks and opportunities, we focus on our Scope 3 investment portfolio carbon intensity, portfolio temperature alignment and operational carbon footprint. We have set a number of Group balance sheet carbon intensity targets to align to global efforts to limit warming to 1.5°C, including reducing our portfolio carbon emission intensity by half by 2030. Environment Our journey to net zero We are at the start of the climate decade: scientists, policymakers, markets and regulators increasingly agree that we must move to a global warming trajectory of 1.5°C to avoid potentially catastrophic global physical and economic risks. We are on a journey to net zero. The transition to a low carbon economy is both a risk and an opportunity. Addressing climate change is one of our six growth drivers and it is embedded in how we run our business, from how we invest our proprietary assets, how we influence as one of the world’s largest asset managers, and how we operate day to day. We support the Task Force on Climate-related Financial Disclosures (TCFD) and in 2020 we strengthened our policies through inclusion of the Science Based Target initiative (SBTi). Investing our own assets By committing to the SBTi, we will set short to medium-term targets on our investments and operational footprint. We continue to invest in housing, especially the affordable and build to rent markets. In 2020 we took steps to reduce the environmental impact of our housing businesses by ensuring that all new homes we build are capable of net zero carbon operation from 2030. During 2020 we continued to invest in clean energy, including: • 36% stake in Kensa Group, a UK ground source heat pump technology firm. • Pod Point, a leading electric vehicle charging point operator, in which we increased our stake from 13% to 22%. 1. We will decarbonise the assets on our • Oxford PV, a developer of photovoltaic cell technology. • Lender to HeatRHIght, delivering air source heat pump technology to the social housing sector. See Journey to net zero section on page 32 for further detail on clean energy investments. balance sheet to align with the Paris objective, which we interpret as limiting warming to 1.5°C. 2. We advocate for urgent action to mitigate the climate emergency from both governments and the companies we are invested in. 3. We will use our influence as a large investor to promote a transition to a low carbon economy. 4. We support the goal of carbon neutrality by 2050, in line with global efforts to limit warming to 1.5°C. 5. We have committed to the Science Based Target initiative (SBTi). TCFD Report Our 2020 TCFD report is available on our group website. See: www.legalandgeneralgroup.com/investors/ results-reports-and-presentations/ A sustainable business Legal & General Group Plc Annual Report and Accounts 2020 49 A sustainable business continued ‘A-’ rating Carbon Disclosure Project. Using our influence During 2020 we continued to engage with regulators and companies and collaborated with other investors whilst strengthening our own policies and principles. Our investment management business is ranked #1 in the UK for its approach to climate change among asset managers. We significantly expanded the coverage and ambitions of our climate engagement programme, the Climate Impact Pledge. Through voting and investment sanctions, we hold companies to account in 15 climate-critical sectors, with climate ratings for around 1,000 large companies made publicly available. Our investment management business was selected for the ‘Leaders Group’ by the UN Principles for Responsible Investment. Operational footprint Our operational carbon footprint has been impacted by Covid-19. During 2020 we transformed our normally office-based operations to a predominantly home-based workforce. To capture the impact of our employees working from home we introduced an assessment methodology based on a paper by leading carbon consultancy EcoAct. This equates to 1,817 tonnes of carbon dioxide equivalent (tCO2e) and is a new source of Scope 3 emissions. Whilst the vast majority of our employees worked from home, we also supported employees who needed to work in the office. This meant that our core offices have remained open throughout 2020 and we operated airflow systems for longer periods of time to minimise any risk of in-office transmissions. This resulted in a slight increase in our operational office footprint. We have also seen an increase in our footprint from our housing businesses which reflects our growth in this sector. In contrast, our business travel has significantly decreased, as has the carbon from the management of our Real Assets, many of which were impacted by Covid-19 restrictions. See table below for our operational carbon footprint: Emissions source (tCO2e) Jan–Dec 2020 Jan–Dec 2019 Total CO2e (Scope 1, 2, 3*) 40,344 46,165 Scope 1 – fuel 15,163 15,226 Scope 2 – location Of which, Scope 2 – market Scope 3 – business travel Scope 3 – homeworking and serviced offices 20,319 1,122 3,045 1,817 23,716 3,015 7,223 n/a * Total CO2e Scope 3 includes business travel, serviced offices and homeworking. We have used the greenhouse gas (GHG) reporting protocol for calculating our GHG emissions and applied the emission factors from UK Government’s GHG Conversion Factors for Company Reporting. At the end of December 2020 our Scope 3 investment portfolio carbon emission intensity was 117 tCO2e per £1 million invested, down 2% from the previous year. When applied to our proprietary assets to which shareholders are directly exposed, this gives a carbon footprint of 11.0 million tonnes of CO2 emissions. The carbon intensity number can be volatile over short periods, hence it is the medium-term annualised trend that is important. Please refer to our TCFD report for further detail. Our focus for 2021 is to develop detailed and timebound plans in all our business to achieve our aim of net zero. These plans will be linked to the development of science based targets and will provide milestones which we will report our progress against. Climate Change Virtual Accelerator During 2020, nearly 100 of our people took part in a facilitated 14-week innovation programme to examine potential material solutions to the climate crisis. The Virtual Accelerator brought together experts from across our business to test out the potential of 10 projects from almost 60 ideas put forward from all areas of the business. The projects range from new net zero investment concepts to retrofitting residential housing stock. 50 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Social Our journey to a better society Inclusive capitalism is an economic system where today’s capital is used to benefit tomorrow’s society. Co-operation and the pooling of resources can achieve better outcomes for more people. The context of Covid-19 has made it even more important that our business looks to the wellbeing of the society it exists to serve. Supporting society through the challenges of this year and to position us to build back better makes sound commercial sense and is the right thing to do. We shaped our journey to a better society around five key themes in 2020: • Supporting healthcare during the early stages of Covid-19. • Providing critical financial services for our customers. • Contributing to communities. • Supporting young people during Covid-19. • Creating a stronger society for the post Covid-19 world. Making investments that drive socially advantageous outcomes is core to our work. This section focuses specifically on our Covid-19 response; for more on how we are supporting society more broadly, including through investments in the transition to a low-carbon economy and in city regeneration, see the ‘making a difference’ section on page 24. Supporting the healthcare system We supported the UK’s National Health Service (NHS) by offering key workers free accommodation at our build to rent sites, offering our Bracknell site for training and storage and 25 of our other sites for Covid-19 testing, and financial support for NHS charities. Providing critical financial services We continued to deliver essential financial services despite the difficulties of lockdown. We based our decisions on balancing our employees’ welfare with the needs of our customers and clients. Following the initial lockdown, there was a temporary reduction in customer service performance as we adapted to new ways of working. We quickly deployed 1,700 laptops to our employees to provide important services from home, including allowing us to make annuity payments to over one million pensioners, and our customer service scores have largely recovered. We improved our digital accessibility and tools, with the redesign of our digital self-service platforms resulting in a 69% increase in self-service logins over 2020. We also maintained a post room service throughout the pandemic, to ensure those who do not have access to digital channels were not excluded. We extended our Employee Assistance Programme to around two million customers, and our Care Concierge product to employees and customers. We also supported the NHS’s call for people experiencing symptoms of a critical illness to visit their doctor and seek medical advice by issuing a press release, after figures showed a 40% fall in the number of people claiming on our critical illness policies in April. Strategic report The Advanced Care Research Centre plans to deliver cutting edge research which will inform real improvement over three, five and ten years.” Professor Bruce Guthrie Advanced Care Research Centre Director, University of Edinburgh The Trinity Challenge We are participating in the Trinity Challenge, a coalition of 22 leading businesses, charities, researchers and educators. The Challenge will award a £10 million prize fund for breakthrough solutions which harness the power of data and analytics to build systemic resilience to future pandemics. A sustainable business Legal & General Group Plc Annual Report and Accounts 2020 51 A sustainable business continued Working in partnership with Legal & General, Unite have been fully involved and consulted, and our colleagues are always at the top of the agenda.” Pam Edwards Head of Unite’s Legal & General section, commenting on Legal & General’s Covid-19 safety measures. Contributing to communities Many charitable and community organisations saw significant funding challenges during the pandemic. In the UK, we responded by: • Launching a £500,000 Emergency • Community Fund in April 2020, which distributed funding to over 200 charities. In 2020, the cash contributions made by our employees, cash-matching, volunteering and our UK and US community programmes amounted to a groupwide total of £3.5 million. Outside the UK, our US and Bermuda businesses responded by: • Despite Covid restrictions, Legal & General America ran its annual charitable giving campaign. Between digital events and the salary contribution scheme, over $900,000 was raised for the Boys & Girls Club of Frederick County and other charities chosen by the employees. • Contributing $47,170 to Chicago’s Community Covid-19 Response Fund. • Donating $25,000 to Bermuda’s Emergency Fund. • Matching a total of $17,835 raised by our employees in Maryland and Connecticut for Covid initiatives. Supporting young people during Covid-19 This year hit young people particularly hard – affecting their studies, relationships, work, opportunities and mental health – and disadvantaged young people have been disproportionately impacted. We responded to the impacts on young people’s work prospects by becoming a founding partner in FastFutures, a 12-week digital and business skills programme for young people from underrepresented groups. We invested £250,000 and 150 of our employees volunteered as mentors to help create opportunities for young people as they start their careers. Of those enrolling in the first cohort, 61% were female, 47% from a black or minority ethnic background, 55% from a lower socio-economic background, 10% LGBTQ+, and 7% disabled. We have supported remote learning by working with Keele University and Higher Horizons+ to launch the ‘Uni Connect’ Virtual Maths Club. This gave 420 teachers access to resources designed to engage young people studying at home. Meanwhile, in Bermuda, we donated $25,000 to the Lighthouse Connect initiative, with the aim of providing a laptop to every public school student in the territory. Creating a stronger society after Covid-19 We have an obligation to contribute to a better society for older people and the response to Covid-19 highlighted the challenges in caring for older people. Pressures on our care system will remain after the current pandemic unless better outcomes are delivered through a longer-term, systemic, research-backed approach to alleviating them. During 2020, we took steps to support three programmes working toward this goal: the Advanced Care Research Centre at the University of Edinburgh; Newcastle-Upon-Tyne’s Being Well programme, where we donated £5 million for the city council’s prototype care home with designed-in infection control and small-scale communal living; and our participation in the Trinity Challenge, a global initiative to help populations throughout the world better prevent and respond to public health emergencies. Isolation invitations During lockdown, we ran a series of ‘isolation invitations’ – virtual sessions for our employees featuring guest speakers as diverse as Sir Tim Peake, Steph McGovern, Nadiya Hussain and Louis Theroux – with the aim of connecting our people and offering them practical tips for working and thriving in a virtual world. 52 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Governance Our responsibility journey We are responsible for our individual behaviour and corporate culture. We are responsible to our employees, to our customers and to the societies where we live and work. We manage £1.3 trillion of investments and our active ownership team is securing positive change among the companies we invest in. Responsibility in how we engage with investee companies We have strengthened our commitment to our progressive diversity policy by opposing all-male boards globally and sanctioning low levels of gender diversity. We support the Parker review of diversity on UK boards, and from 2022 we will vote against large UK and US companies with no ethnically diverse boards. We continue to promote good governance, from the quality of audit – in the wake of the influential review of the UK market led by our Chairman, Sir John Kingman – to director independence. We will vote against CEOs who also serve as board Chairs, as we believe the increased oversight from the separation of these roles is a key principle of good governance. We leverage new data and analytics to improve our investment processes, bringing together the best sector expertise across our investment management business to determine the exposure of sectors and companies to material risks and opportunities. We continue our public policy advocacy through proxy voting and fiduciary duty in the US and safeguards around virtual annual general meetings in Australia. We called for the strengthening of sustainable finance regulation and disclosure in the UK, EU and Asia, and continued our long-standing work on the development of Stewardship and Corporate Governance Codes around the world. Responsibility to our employees Supporting our employees during Covid-19 We prioritised our employees’ wellbeing whilst maintaining customer service. Most of our employees worked from home, with a small minority accessing our workplaces. Safety measures following government guidance were put in place in sites which needed to open. Alongside practical support, we are aware of the potential impact that lockdown, and working from home, might have on mental health. We increased our focus on employees’ wellbeing by improving the mental health support we offer: • Provided support for working parents, adapting working hours where necessary to facilitate childcare, and committing to full pay for anyone needing to work differently. • Extended our Employee Assistance Programme to family members. • Partnered with mental health app Unmind to offer free access for all our employees. • Extended healthcare cover to all employees. • Continued to train and support our network of 100 Mental Health First Aiders. Employee engagement The focus of our employee engagement efforts this year has been the production of timely and clear communication and listening carefully to our employees’ views. We are proud to have continued serving our customers while emphasising our employees’ safety. Regular, clear communication – including new Chief Executive-led virtual town halls and podcasts, email updates and intranet content – has helped employees to navigate the crisis and associated lockdowns. Use of our corporate intranet increased by 275% in-year, with an average of 18% of our people joining each virtual town hall during 2020. For further detail on employee engagement, please see Lesley Knox’s letter on page 69. Strategic report Our Voice Survey We continued to listen to our people’s views in 2020: our Voice survey, which gives line managers real-time access to employee sentiment data, was supplemented by targeted ‘Listening in Lockdown’ research. This allowed us to monitor overall engagement levels, identify areas of concern for our employees and act on specific issues relating to work during Covid-19. As at October 2020, our overall employee satisfaction score (our key engagement metric) had increased by five points when compared to September 2019, from 72pts to 77pts. A sustainable business Legal & General Group Plc Annual Report and Accounts 2020 53 A sustainable business continued Diversity and inclusion (D&I) We stand for inclusion and are committed to building a workplace where everyone can perform at their best, no matter who they are. We want everyone – irrespective of age, ethnicity or race, gender or gender identity, background, sexual orientation or disability – to have the chance and support that they need to succeed. In our most recent Group-wide employee survey (‘Voice’), our people gave us a favourable score of 75% when asked if everyone has an equal chance to succeed at Legal & General. We previously set a bold vision for gender equality, establishing two aspirational targets to be achieved by the end of 2020 across our core UK and US businesses: • 50% female representation across our total population. • 40% female representation at middle/senior management level. Legal & General’s workforce Female Male Board directors Executive Committee 3 3 Middle/senior management 1,322 All employees 4,556 7 9 2,433 5,543 As at 31 December 2020 As of 31 December 2020, female representation across the Group stood at 45% and at 35% at the middle/senior management level. Whilst it is disappointing not to have hit our target, we remain committed to taking practical steps to increase diversity in all parts of our business. The Diversity Project We partnered with the Diversity Project to run two public panel events in support of the #TalkAboutBlack initiative. In October, we marked the UK’s Black History Month, sharing a programme of events, stimulus and ideas with our global audience. As part of these celebrations, our executive sponsor for D&I led a town hall meeting with the Group CEO and Group Human Resources director to discuss inclusion. Nearly one-fifth of our global employee base joined this event. Pictured: Justin Onuekwusi, fund manager, was awarded the Freedom of the City of London for his work on D&I. We are improving ethnic minority representation on our Board. Our appointment of Ric Lewis in 2020 and Nilufer von Bismarck from May 2021, brings greater diversity of ethnicity, in line with our Board Diversity Policy and the recommendations of the Parker Review. D&I actions in 2020 To reflect the importance of creating a diverse and inclusive business, we established a new Global Diversity and Inclusion council. The Council reports to the Group Board and is chaired by Laura Mason, Chief Executive of our institutional retirement business and our Global D&I sponsor. To better understand and improve issues relating to D&I in our business, we: • Undertook a programme of employee listening and idea sharing to create opportunities and build understanding about individuals’ different lived experiences. The findings were used to inform our D&I Council’s strategy. • Rolled out a digital, strengths-based ‘Best Team’ toolkit to help employees challenge thought patterns and behaviours when making hiring, promotion and development decisions. • Reinforced our inclusive hiring practices and broadened our focus to other areas of under-representation as well as gender. Increased efforts to capture relevant workforce data. • • Celebrated International Women’s Day and International Men’s Day in partnership with Moving Ahead. We also marked World Mental Health Day and supported virtual Pride events. We are among the Top 75 UK employers in the Social Mobility Foundation’s Social Mobility Index in 2020, placing 42, up from 67 in 2019. Gender pay gap During 2020, our median gender pay gap continued to narrow, driven by improvements in our investment management and housebuilding businesses but offset by a widening in our retirement and insurance businesses. We have taken steps in 2020 to increase our focus on improving diversity and inclusion across the Group with a view to driving ongoing, progressive improvements in gender equity. See our separate Gender Pay Gap Report for further information. Gender pay gap 2020 Mean 2020 Median 2019 Mean 2019 Median Hourly Pay 30.8% 26.6% 27.6% 28.5% Bonus 48.0% 40.6% 58.4% 45.5% Learning and development We want our employees to be ambitious for themselves and the business. We help our people perform at their best, while driving a consistent and efficient approach to their development. Conversations with our employees, feedback from our Voice surveys and our strategic workforce plan have all supported the development of our approach to training and development. We have three objectives to ensure our people can access talent and development experiences: 1. Leaders deliver change and business results through inclusive leadership • We rolled out line manager training to create consistent capability. • We launched senior leadership development programmes to drive inclusive leadership. • We refocused our early careers and apprenticeship activities to support our commitment to creating a diverse and inclusive workforce of the future. Gender Pay Gap Report Our 2020 gender pay gap report is available on our group website. See: www.legalandgeneralgroup.com/investors/ results-reports-and-presentations/ 54 Legal & General Group Plc Annual Report and Accounts 2020 Strategic report Strategic report Non-financial information statement Under sections 414CA and 414CB of the Companies Act 2006, we are required to include in our strategic report a non-financial information statement. This section of the strategic report (pages 48 to 55) provides the following information required to be included in the non-financial information statement: • environmental matters • our employees • social matters • human rights • anti-corruption and bribery In addition, other required information can be found on the following pages: • business model (pages 12 to 15) • principal risks and how they are managed (pages 44 to 47) Details of relevant policies, due diligence processes, the outcome of these policies and processes, and our non-financial key performance indicators are contained throughout the strategic report. 2. Have a future-ready workforce of professionals with the right skills • We utilised data analytics to support future skills development. • We provide resilience, wellbeing and remote working support tools. 3. Have a high trust and high challenge performance-driven culture • We held performance-focused development sessions to equip managers with coaching skills. • We evolved our approach to performance management, with a focus on having powerful conversations. Responsibility in how we run our business Supply chain Creating sustainable supply chains is necessary in a world where climate change, environmental disruptions and human rights issues are real risks to smooth (and ethical) supply chain management. We have created a new Group Procurement and Supplier Management Sustainable Sourcing Principles Statement that provides guidance and a benchmark on these important subjects. Our corporate social responsibility questionnaire, which forms part of the sourcing process, explores suppliers’ compliance with policies including but not limited to environment, modern slavery, diversity and inclusion and the gender pay gap. We collect evidence of compliance with our Code of Conduct annually. Modern slavery In 2020 we implemented a modern slavery strategy to assess, identify and remedy potential risks to the business. The strategy is built on the framework set out by the UN Guiding Principles on Business and Human Rights and aligned to the International Labour Organization’s Core Conventions and the International Bill of Human Rights. We have adopted the Ethical Trading Initiative Base Code to set strong standards of worker treatment in our supply chains, with emphasis on the ‘no forced labour’ provision. We have embedded references to the Modern Slavery Act into our policies and documentation and created new policies and supplier requirements where we have identified gaps. We have committed to the Gangmasters and Labour Abuse Authority Construction Protocol to enable us to proactively be involved in the eradication of modern slavery in the construction industry. Human rights A diverse range of people, doing their jobs well, responsibly and respectfully, is where our commitment to human rights begins. From the local master-builders creating new affordable homes in Wales to our pension risk transfer professionals in the United States, it is the responsible behaviour of our people that creates a real culture of respect. Our Human Rights policy – published in 2020 – sets out how we will all work together to achieve this. Health and safety During 2020, Covid-19 has been the most significant risk to the health and safety of our people. Our offices and housing businesses have been contacted by regulators to review our controls and our standards, and we are delighted to report that on each occasion the regulator has been complementary of our controls and their implementation. We will continue to ensure that we put health, safety and wellbeing at the core of our operational business decisions. Anti-bribery and corruption We will not tolerate any person acting on behalf of the company participating in any form of corrupt practice and we will not accept or offer bribes. Our financial crime risk policy applies across the Group and seeks to ensure that controls are put in place to prevent such activity, including the control and approval of giving and receiving gifts and hospitality. A sustainable business Legal & General Group Plc Annual Report and Accounts 2020 55 Living better in later life There are currently 12 million people over the age of 65 in the UK and this figure is set to rise by 50% in the next 20 years. In March 2020 we provided £20 million of funding to launch the University of Edinburgh’s Advanced Care Research Centre (ACRC). Living longer does not necessarily mean living better. The ACRC will carry out ground-breaking research into data-driven, personalised and affordable care. It aims to find solutions that will support the independence, dignity and quality of life of older people living in their own homes or supported environments. All research will be in the public domain and for public benefit. 56 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Governance Board of directors Executive Committee Letter from the Chairman Stakeholder engagement 58 60 62 64 Major decisions and discussions during 2020 68 Employee engagement Covid-19 case study Governance report Committed to the highest standards Nominations and Corporate Governance Committee report Audit Committee report Group Risk Committee report Directors’ report on remuneration (DRR) DRR quick read summary Remuneration policy Annual report on remuneration 69 70 72 76 78 82 86 88 90 94 96 Governance Legal & General Group Plc Annual Report and Accounts 2020 57 Board of directors Committee membership key  Audit  Technology   Nominations and Corporate Governance  Remuneration  Risk  Committee Chairman Other Board members during the year were: Kerrigan Procter resigned from the Board on 26 November 2020. Michelle Scrimgeour resigned from the Board on 26 November 2020. Sir John Kingman Chairman Appointed October 2016 Nigel Wilson Group Chief Executive Officer Appointed CFO September 2009; appointed CEO June 2012 Jeff Davies Chief Financial Officer Appointed March 2017 Jeff was appointed Group Chief Financial Officer in March 2017. He brings a wealth of insurance experience, having previously served as a senior partner of Ernst & Young LLP (EY) and led its European risk and actuarial insurance services. Prior to joining EY in 2004, he held a number of senior actuarial roles at Swiss Re Life & Health. He is the Chair of Legal & General America Inc. and a Fellow of the Institute of Actuaries. John brings financial sector, government and regulatory experience to the Board. John previously served as Second Permanent Secretary to HM Treasury, where he was responsible for policy relating to business, financial services and infrastructure. John was closely involved in the UK response to the financial crisis, handling the resolution of Northern Rock and leading negotiations with RBS, Lloyds and HBOS on their £37 billion recapitalisation. He was the first Chief Executive of UK Financial Investments Ltd. In December 2018 John undertook an independent review of the Financial Reporting Council, recommending its replacement by a new statutory Audit, Reporting and Governance Authority. Other appointments: Royal Opera House Covent Garden Foundation (Trustee) National Gallery (Trustee and Deputy Chair) UK Research and Innovation (Chair) Tesco Bank (Chair) Nigel brings strong leadership skills to the Board. In November 2019, Nigel was named Change Maker of the Year by Seven Hills, an organisation that campaigns on behalf of innovators and advocates for the social good that businesses do. Nigel also won the ‘Most admired leader’ award at Britain’s Most Admired Companies Award 2017 for Management Today. Nigel was a member of the Prime Minister’s Business Advisory Group during 2015 to 2016 and from 2016 to 2017 was Chairman of the Investment Association’s review of Executive Pay and the government’s review of Mission Led Business. From 2017 to 2018 he was a member of the government’s Patient Capital Review Industry Panel and a Commissioner in the Resolution Foundation’s Intergenerational Commission. Nigel is a member of the expert group advising on the government’s Social Care Green Paper and on Life Sciences. He chairs the Bank of England’s Climate Financial Risk Forum, Innovation Working Group. Julia Wilson Senior independent Non-Executive Director Appointed November 2011; Senior Independent Director from May 2016 Julia was appointed to the Board in November 2011 and became the Senior Independent Director in May 2016. She has significant corporate finance, tax and accounting experience. She is the Group Finance Director of 3i Group plc, which includes responsibility for finance, investment valuations and treasury. Julia is also Chair of the 100 Group. Previously, she was the Group Director of Corporate Finance at Cable & Wireless plc, where she also held a number of other finance-related roles. Julia is a member of the Institute of Chartered Accountants in England and Wales and the Chartered Institute of Taxation. Julia will be stepping down from the Board on 31 March 2021 following a nine-year tenure. Other appointments: 3i Group plc (Director) The 100 Group (Chair) Henrietta Baldock Independent Non-Executive Director Appointed October 2018 Philip Broadley Independent Non-Executive Director Appointed July 2016 Henrietta has been Chair of Legal and General Assurance Society Limited since March 2018. She has extensive knowledge of the financial services and insurance sectors through her 25 years’ experience in investment banking, most recently as Chairman of the European Financial Institutions team at Bank of America Merrill Lynch (BAML) where she advised many boards in the sector on some of their most significant transactions. Henrietta joined BAML in 2000 and served as its Vice President of Financial Institutions Group and the Managing Director and Head of European Financial Institutions Investment Banking. She started her career as a generalist adviser and has focused on financial institutions since 1995. Other appointments: Investec Plc (Non Executive Director) Investec Bank Plc (Non Executive Director) Investec Limited (Non Executive Director) Hydro Industries (Non Executive Director) Philip was appointed to the Board in July 2016. He has extensive insurance experience having spent over 14 years in senior roles in insurance including as Group Finance Director at Old Mutual plc and prior to that as Group Finance Director of Prudential plc. He is a former Chair of the 100 Group of Finance Directors. Philip graduated from St. Edmund Hall, Oxford, where he is now a St. Edmund Fellow. Philip is the Senior Independent Director at AstraZeneca PLC and is a Fellow of the Institute of Chartered Accountants in England and Wales. Other appointments: • AstraZeneca PLC (Senior Independent Director) • Eastbourne College (Director & Trustee) • London Library (Treasurer) 58 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Lesley Knox Independent Non-Executive Director Appointed June 2016 George Lewis Independent Non-Executive Director Appointed November 2018 Ric Lewis Independent Non-Executive Director Appointed June 2020 Lesley brings a wealth of international, strategic and financial services experience having spent over 18 years in senior roles in financial services, including with Kleinwort Benson and the Bank of Scotland. Lesley previously served as Chair of Alliance Trust PLC and as Senior Independent Director at Hays plc. Lesley continues in her role as designated workforce director. Lesley was appointed as Chair of the company’s subsidiary Legal & General Investment Management (Holdings) Limited in July 2019. Other appointments: • Dovecot Studios Limited (Non- Executive Director) • Genus Plc (Senior Independent Non-Executive Director and Chair of Remuneration Committee) • The Black Stork Charity (Director) • Grosvenor Group Limited pension fund (Trustee) • National Galleries of Scotland Foundation (Trustee) George has significant, broad, executive and professional experience in financial services, with a strong focus on global asset management. George joined the Royal Bank of Canada in 1986, serving in various financial and wealth management roles. He was a member of RBC’s Group Executive Board from 2007 to 2015, with responsibility for RBC’s wealth, asset management and insurance segments. In addition to his current appointments, George served on the boards (and chaired the Audit and Risk Committees) of Ontario Power Generation and Enbridge Income Fund and on the board of Cenovus Energy Inc. (TMX). Other appointments: • Ontario Teachers’ Pension Plan (Non-Executive Director) • AOG Group (Non-Executive Director) Ric was appointed to the Board on 18 June 2020 and brings significant investment management experience with over 25 years’ in the sector. Ric is the founder, Executive Chairman and Chief Investment Officer of Tristan Capital Partners, a pan-European real estate investment management firm with over €12 billion in assets under management. Ric’s experience and perspective will bring further expertise to Legal & General as we continue to invest in the real economy. Other appointments: • Dartmouth College (USA) (Trustee) • Royal National Children’s SpringBoard Foundation (Trustee) • Institute of Imagination/London Children’s Museum (Trustee) • Belfer Center for Science & International Affairs, JFK School of Government, Harvard University (Trustee) • The Black Heart Foundation (Chair & Founder) • Eastside Young Leaders’ Academy (Patron) Board appointment post year end Toby Strauss Independent Non-Executive Director Appointed January 2017 Geoffrey Timms Group General Counsel and Company Secretary Geoffrey has been the Group General Counsel since 1999 and, in addition, the Group Company Secretary since 2008. Toby was appointed to the Board in January 2017. Toby brings extensive insurance experience to the Board following an executive career in UK financial services which included Group Director of Insurance and Chief Executive of Scottish Widows at Lloyds Banking Group and, prior to that, Chief Executive of Aviva UK Life. Other appointments: • Macmillan Cancer Support (Trustee) • Pacific Life Re Limited (Chair) • Brewin Dolphin Holdings Plc (Chair) Nilufer von Bismarck OBE Due to join the Group Board as Independent Non-Executive Director on 1 May 2021 Nilufer is currently Head of the Financial Institutions Group and the Equity Capital Markets practice at Slaughter and May and has spent a large part of her 34-year career working with major international financial institutions. Nilufer will retire from Slaughter and May prior to joining the Group Board. As well as a deep and extensive understanding of the financial services sector, Nilufer also has considerable experience across a range of other industries and sectors, including real estate, green infrastructure and fintech. Nilufer’s appointment will bring further expertise to the Board as Legal & General’s exposure to these industries and sectors increases. Other appointments: • Into University (Trustee) Board of directors Legal & General Group Plc Annual Report and Accounts 2020 59 Executive Committee Nigel Wilson Group Chief Executive Officer See Board of directors pages 58 to 59. Jeff Davies Chief Financial Officer See Board of directors pages 58 to 59. Geoffrey Timms Group General Counsel and Company Secretary See Board of directors pages 58 to 59. Other business unit Chief Executive Officers (CEOs) Michelle Scrimgeour Chief Executive Officer, Legal & General Investment Management Kerrigan Procter Chief Executive Officer, Legal & General Capital Laura Mason Chief Executive Officer, Legal & General Retirement, Institutional Michelle was appointed as Chief Executive Officer of Legal & General Investment Management in July 2019. Michelle has extensive asset management experience across investments, distribution, product, operations, risk and control functions. Michelle has spent her career at major global firms, most recently as Chief Executive Officer, EMEA, at Columbia Threadneedle Investments. Prior to that, Michelle was Chief Risk Officer at M&G Investments and Director of M&G Group Limited, joining in 2012 from BlackRock. Michelle held a number of leadership positions at BlackRock, and previously at Merrill Lynch Investment Managers. Michelle is on the Board of the Investment Association, a member of the FCA’s Practitioner Panel and a member of the Asset Management Taskforce. Michelle is a member of the COP26 Business Leaders Group. Kerrigan has been Chief Executive Officer of Legal & General Capital since January 2018. He has group-wide experience with in-depth knowledge of the workings of the Group’s business divisions from his roles as CEO of the Legal & General Retirement business division from 2013 to 2017, and head of solutions at Legal & General Investment Management from 2006 to 2012, where he was responsible for liability driven investment and fund solutions for defined benefit and defined contribution pension schemes across Europe and the US. Prior to joining the Group, he worked at RBS in the financial markets division where he held several roles. Kerrigan started his career in 1994 with EY Corporate Finance before moving to Mercer. He is a Fellow of the Institute of Actuaries and has a PhD in number theory from King’s College, London. Later this year Kerrigan will move from his current role as Chief Executive, Legal & General Capital, to a new role as President of Asia, Legal & General Group. Laura has been CEO of Legal & General’s Institutional Retirement business since January 2018. Laura joined Legal & General in 2011 where she was initially responsible for Asset and Liability Management and Investment strategy for the Annuity business. Laura was a part of the senior management team responsible for setting up Legal & General Capital, where she served as Director of Direct Investment. Laura is a qualified actuary and spent eight years at Towers Watson as a consultant to major UK life insurers. Laura has a First Class Honours Degree in Engineering Science from University of Oxford, and a PhD in Engineering Science (Neural Networks and Signal Processing) also from the University of Oxford. Later this year Laura will move from her current role as Chief Executive, Legal & General Institutional Retirement, to succeed Kerrigan Procter as Chief Executive, Legal & General Capital. Chris Knight Chief Executive Officer, Legal & General Retirement, Retail Bernie Hickman Chief Executive Officer, Legal & General Insurance Chris is the Chief Executive Officer of Legal & General’s Retail Retirement business. Chris was previously the Chief Financial Officer of Legal & General’s Retirement division where he was responsible for driving the financial results of the business. Prior to this he was the Finance Director of the Group’s UK Savings and Protection business. Chris is a qualified actuary, and has had a 31-year career in the UK and international financial services markets. He joined Legal & General in 2009. In 2021, Chris will take on the role of Group Chief Risk Officer following Simon Gadd’s retirement. Bernie is the Chief Executive Officer of Legal & General Insurance. Bernie joined Legal & General in 1998 from Commercial Union (now Aviva). Between 2005 and 2010 he was the Managing Director of Retail Protection during which time he launched the UK Protection digital platform, OLP Connect, which provides market leading self-service functionality and high levels of straight through processing. Bernie became MD of Retail Retirement in 2014 and the CEO co-founder of Legal & General Home Finance in 2015, when he led the Group’s entry into the Lifetime Mortgage market. He has also held the positions of Group Financial Controller, Investor Relations Director and Solvency II Managing Director. 60 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance The role of the Executive Committee The Group Executive Committee (Exco), chaired by the Group Chief Executive, brings together the heads of Legal & General’s business units with the Executive Committee members shown on these pages. Exco is responsible for the day-to-day implementation of strategy agreed by the Board. The Committee meets regularly to ensure continued cooperation between the business units and the effective adoption of our culture, a key focus for the Group. Exco also monitors and manages risk, ensures efficient operational management and adherence to compliance and addresses key issues such as diversity, environmental and corporate social responsibility. Additional Executive Committee members Simon Gadd Group Chief Risk Officer John Godfrey Group Corporate Affairs Director Emma Hardaker-Jones Group HR Director Simon has had a varied career with Legal & General since completing a mathematics degree at Oxford University. He qualified as an actuary in 1991 and roles undertaken since have included defined benefit pension valuation, various pricing and marketing roles, general management roles, and leadership of the pensions review. Simon has led several different businesses within Legal & General, including the Retail Protection business, Group Protection business and as MD of Annuities from 2006 to 2012. In 2021, Simon Gadd will step down as Chief Risk Officer, transitioning to an advisory role within Legal & General. John has worked in the City for over 36 years, providing advice on corporate affairs and communications to US, European and Japanese financial institutions. He joined Legal & General as Group Communications Director in 2006, becoming Corporate Affairs Director following the global financial crisis. Since then, his responsibilities have variously included communications, public affairs and policy, corporate social responsibility and brand. In 2016 he left Legal & General to work in government as head of the Prime Minister’s Downing Street Policy Unit, returning to the company in September 2017. He is a Financial Inclusion Commissioner. Emma joined Legal & General as Group HR Director in 2017. Emma’s previous role was as Global HR Director and Board Director at PA Consulting, co-leading the successful sale of 51% of PA Consulting to The Carlyle Group in 2015. Prior to PA Consulting, Emma spent a number of years as Group Head of Talent and Resourcing at BP, driving change across the 100 countries in which BP operates. Emma has also held roles at Prudential and the Bank of England and was the co-founder of a dot com start-up, Skillvest.com. Emma has significant international experience having worked in Europe, North America, Asia and Africa. Executive Committee appointment post year end Stephen Licence Group Chief Internal Auditor Stephen joined Legal & General in 2014 having previously been Emerging Markets Chief Internal Auditor at RSA Insurance where he was responsible for the Internal Audit activity in the group’s businesses across Latin America, Asia, Middle East and Eastern Europe. His 26 years’ Internal Audit experience has included life, general and healthcare insurance in both Legal & General and Lloyd’s of London. He was also previously an audit consultant at the London Stock Exchange Group. Stephen is a Chartered Member of the Institute of Internal Auditors. Andrew Kail Chief Executive Officer, Legal & General Retirement, Retail – elect Appointment effective 4 March 2021 Andrew was previously a senior partner at PricewaterhouseCoopers (PwC). He has 30 years’ experience working with a wide range of financial services companies in audit, regulation, transactions and performance improvement. Within PwC he was the leader of the Financial Services practice and brings huge experience from across the industry including expertise in regulation, risk and technology. He is a Chartered Accountant and an Economics graduate from the University of Manchester. Executive Committee Legal & General Group Plc Annual Report and Accounts 2020 61 Letter from the Chairman As a Board we were determined to remain as close to the business and Executive team as possible during these unprecedented times. For a number of months during the first lockdown phase we had weekly virtual meetings with the Executive to ensure we were fully abreast of the impact of Covid-19 on the company and the company’s Covid-19 response. For the year ended 31 December 2020, we were required to measure ourselves against the 2018 UK Corporate Governance Code (the ‘Code’). The Board has considered carefully the requirements of the Code and I am pleased to report that we have complied with all provisions of the Code throughout the year. Further detail on our compliance with the Code and how we have applied the various principles can be found on pages 76 to 77. Virtual shareholder event In light of the Covid-19 situation and in response to the UK Government’s guidance at the time, the arrangements and format of the 2020 Annual General Meeting (AGM) had to be altered. Your Board very much regretted that we had to conduct our 2020 AGM as a closed meeting and that we were not able to meet with you, our shareholders, in person. In making this decision, your Board had both the safety and wellbeing of shareholders and colleagues as its primary concern. We recognise the importance of the AGM and the opportunity it provides shareholders to engage with the Board. Therefore, we were delighted to be able to host our first virtual shareholder event in December 2020. A number of our shareholders were able to join us on the day to hear from myself, Nigel Wilson and our Committee Chairs. I was pleased that, despite a global pandemic, we were still able to engage with at least some of our shareholders during 2020 and I would like to thank those who participated in our live Q&A session. The 2021 AGM will be held on Thursday 20 May 2021 at 10.00am. Full details of the business to be considered at the meeting and any special arrangements that may be in place in light of Covid-19 will be included in the Notice of Annual General Meeting that will be sent to shareholders by their chosen communication means and published on our website. Finding what you need online www.legalandgeneralgroup.com/ investors/shareholder-centre/agm Sir John Kingman Chairman I am delighted to present our 2020 Governance report which provides insight into how we, the Board, have approached our responsibilities during this year and the work of the Board committees. The global outbreak of Covid-19 has had an unprecedented impact on our customers, employees and society at large. Our business has been very resilient, and continued to provide the products and services that our customers need. Legal & General operated throughout 2020 without accessing any furlough scheme or other Covid-19 business support. We have continued to pay Legal & General employees as normal and we have done all we can to support our customers while also stepping up our efforts to help affected charities and communities. I am proud of the way our colleagues have adapted to the remote working environment during this time and remained professional, committed and resilient in the face of adversity. I would like to extend my thanks to all of our valued colleagues for their continued hard work and commitment to ‘do the right thing’. Our approach to governance As a Board, it is our role to promote the highest levels of corporate governance and ensure these values are embedded within our culture and throughout the organisation. As our business continues to evolve and as we pursue our strategic objectives in an ever- changing environment, our strong governance framework supports the Board in ensuring that across the Group we make decisions in the right way. The Board has worked closely with the Executive team throughout this year as the business has navigated the unprecedented circumstances presented by Covid-19, and the governance framework has supported agile and robust decision making throughout this period. 62 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Stakeholder engagement The Board has previously welcomed the changes to the Code aimed at promoting greater transparency around stakeholder engagement. We keep the interests of the Group’s shareholders, customers, employees, suppliers and our wider stakeholders at the heart of our decision making and how we deliver our strategy to achieve long-term, sustainable success. Whilst Covid-19 has made face-to-face meetings more challenging this year, there has never been a more important time to stay connected with all of our stakeholders. Further information on how we, as a Board, have fulfilled our duties to our stakeholders under s.172 of the Companies Act 2006, including a case study of our engagement in practice, can be found on pages 64 to 71. In addition, Lesley Knox, our designated non-executive director for engagement with the workforce, provides an update on her activities during 2020 on page 69. Board changes and succession planning The company continues to benefit from a high quality Board with a diverse range and depth of expertise and skills. During the year we have continued to assess the composition of the Board. In June 2020 we announced the appointment of Ric Lewis. Ric brings significant experience in investment management and, in particular, in the real estate sector. Ric has more than 25 years of experience in the market, and his experience and perspectives bring further strength to the Board as the Group continues to invest in the real economy. In November 2020 we announced the appointment of Nilufer von Bismarck OBE to the Board. Nilufer will join the Board on 1 May 2021. Nilufer is currently Head of the Financial Institutions Group and the Equity Capital Markets practice at Slaughter and May and has spent a large part of her 34-year career working with major international financial institutions. We announced on 18 December 2020 that Julia Wilson will retire as our Senior Independent Director on 31 March 2021. I would like to take this opportunity to thank Julia for her enormous contribution to the Board during her nine-year tenure. Julia joined the Board in 2011 and was appointed as Senior Independent Director in 2016. I am very grateful to her for her wise counsel and support over the years. Philip Broadley, our Audit Committee chair, will succeed Julia in the role of Senior Independent Director with effect from 31 March 2021 and I very much look forward to working with Philip in his new role over the coming years. As part of a continued focus on governance best practice and to streamline executive representation on the Board, Kerrigan Procter, Chief Executive Legal & General Capital, and Michelle Scrimgeour, Chief Executive Legal & General Investment Management, resigned from the Group Board in November 2020. Both Kerrigan and Michelle continue in their executive roles. This year, the Nominations and Corporate Governance Committee, together with the Board, have continued to focus on succession planning. We review both our Group Board and Executive Committee succession plans regularly and fully. In September we announced planned senior management changes to ensure smooth succession in several key roles at divisional CEO and Executive Committee level. Andrew Kail has joined us and will become CEO of Legal & General Retail Retirement, taking over from Chris Knight, who will become Group Chief Risk Officer. Chris succeeds Simon Gadd, who has held the position of Group Chief Risk Officer since 2013. Simon will be stepping back from his executive role in the summer to allow for a managed transition to Chris and will remain available to Legal & General in an advisory capacity. I would like to thank Simon for his exceptional commitment to Legal & General over 35 years and I wish him well for the future. I welcome Andrew and Chris to their new roles and look forward to working with them. In addition, later this year Laura Mason, currently Chief Executive, Legal & General Institutional Retirement (LGRI), will succeed Kerrigan Procter as Chief Executive, Legal & General Capital. Kerrigan Procter will be moving to a new role as President of Asia, Legal & General Group. We will run a formal recruitment process to identify Laura’s successor as Chief Executive, LGRI. We continue to monitor closely the diversity of our succession plans to ensure that we are attracting, developing and progressing diverse talent. Diversity and inclusion We stand for diversity and inclusion: for a workplace where we all have the opportunity to perform at our best, no matter who we are. The Board is responsible for overseeing the Group-wide diversity and inclusion policy. We are building an inclusive culture that celebrates diversity and creates fair opportunities for all. Diversity is important to us because it generates a wider pool of talent, reflecting the broadest range of human attributes, experience and backgrounds. Diversity and inclusion have been important topics for the Nominations and Corporate Governance Committee this year. Laura Mason has been appointed as our executive sponsor for diversity and inclusion, and great progress has been made with our diversity and inclusion initiatives across the Group. See page 54 for more about these initiatives. As our business continues to evolve and as we pursue our strategic objectives in an ever-changing environment, our strong governance framework supports the Board in ensuring that across the Group we make decisions in the right way.” Sir John Kingman Chairman Subsidiary boards At Legal & General we have benefitted from a strong governance framework operating at subsidiary level for many years now. Our framework of guiding principles remains in place governing the relationship between the Group Board and the Boards of the Group’s principal subsidiaries, promoting effective interaction across all levels of the Group. Lesley Knox and Henrietta Baldock continue in their roles as the Chairs of our two principal operating subsidiaries: Legal & General Investment Management (Holdings) Limited (LGIM(H)) and Legal & General Assurance Society Limited (LGAS), respectively. Interlinking our Group Board directors and principal subsidiary boards allows greater interactions, information flows and promotes enhanced collaboration. The Board welcomes the positive and constructive working relationships we have with our subsidiaries and we have benefitted greatly from the addition of independent non-executive directors to many of our subsidiary boards. Board effectiveness During the year an externally facilitated review of the effectiveness of the Board and its Committees was conducted. This year we took the opportunity to review our external board facilitator in line with best practice and appointed Independent Board Evaluation to facilitate the 2020 external Board review. Further details of the process and outcome of this evaluation can be found on pages 74 to 75. Sir John Kingman Chairman Letter from the Chairman Legal & General Group Plc Annual Report and Accounts 2020 63 Stakeholder engagement The Board recognises the importance of considering all stakeholders in its decision making, as set out in section 172 of the Companies Act 2006. The section below sets out our s.172 statement and provides details of key stakeholder engagement undertaken by the Board during the year. Additional details of our key stakeholders and why they are important to us are set out on pages 10 to 11. In what has been an unprecedented year, the Group Board has set the direction on all stakeholder relations during the Covid-19 pandemic, throughout which Legal & General has endeavoured to maintain a reputation for high standards of business conduct. Further detail on the company’s commitment to our stakeholders during the Covid-19 pandemic can be found on pages 70 to 71. Directors are briefed on their duties, including their duty under s.172 of the Companies Act 2006, as part of their induction process. Directors are entitled to require from the company all such information they may reasonably request in order to be able to perform their duties as directors, including advice from an independent adviser at the company’s expense. In Board decision making, the relevance of each stakeholder group may vary depending on the subject in question, so the Board seeks to understand the needs of each stakeholder group as part of its decision making. Additionally, the Group Company Secretary is available to provide support to the Board in ensuring that sufficient consideration is given in relation to stakeholder issues during Board discussions. For each transaction approved by the Board, discussion takes place around employee impact. Stakeholder impact is also considered in relation to material acquisitions and strategic expansion. Engagement with our stakeholders Shareholders Overview Our shareholders are vital to the future success of our business, providing funds which aid business growth and the generation of sustainable returns. Engagement Continuing engagement • During the year the Chairman meets with multiple investors and did so in 2020. In January, the Chairman participated in the Goldman Sachs Chairman’s Forum where he engaged with a range of different types of investors. Feedback from investor meetings was shared with the wider Board throughout the year. • Investor Relations provides regular updates to the Board and engages the Board on shareholder-related matters. They also provide the Board with regular feedback on investors’ views on business strategy and the market environment. • We provide easy access for our shareholders to the company’s announcements, results and investor information, via our company website which has a dedicated shareholder section. The website contains all London Stock Exchange regulatory announcements made by the company and a copy of all of our Annual Reports and related publications. A webcast of half-year and full-year results presentations is also made available via a link on the website which is permanently available. Additional current year engagement • Due to the fact that this year, our AGM regrettably had to be held as a closed meeting due to government guidelines regarding Covid-19 at the time, we made a promise to shareholders that we would offer an alternative opportunity to engage with the Board later in the year. Shareholders were therefore invited to attend a live, virtual shareholder engagement event at the end of the year, which included presentations from the Chairman, Group Chief Executive and Committee Chairs. Shareholders were also offered the opportunity to pre-submit any questions they may have for the Board, or ask their questions live at the event. • In November, we hosted a virtual Capital Markets event for investors and analysts. The event consisted of presentations on the Group’s strategy, financial performance and ambitions, as well as a live Q&A teleconference with the executive management team. All of the material from the event was made available on the Group website. Outcomes • The live, virtual shareholder event (referred to on the left) took place on 9 December 2020 and was a success; a number of shareholder questions submitted either in advance or live were answered on the day. • The Group Chief Executive received correspondence from a number of retail shareholders during the year highlighting the importance of dividend income to many of our shareholders; the Board recognised how important the dividend is to retail shareholders, particularly when many other companies were deferring or not paying their dividends. Therefore, on the basis that the balance sheet remained robust, the Board took the decision to pay the final dividend. • Investor input on dividend growth and new business investment received in the first half of the year was incorporated into the ambitions set out at the Capital Markets event referred to on the left. 64 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Outcomes • The Group Chief Financial Officer and the Legal & General Resources Board received updates regarding any supplier performance issues during the Covid pandemic, including the work undertaken with suppliers to mitigate any risks. • A new initiative commenced during the year with suppliers and stakeholders, supported by the senior finance community and business unit FDs/CFOs, whereby better spend compliance is being driven using purchase orders. • A restructure of the Group Procurement and Supplier Management function was undertaken during the year, as well as implementation of new procurement/Supplier Relationship Management software to enable better engagement with our suppliers. • Suppliers are being considered throughout the sale process of the Mature Savings business, and the sale of a back-book of retail investment products to Fidelity International Ltd. Outcomes • Our regulators have actively engaged with us during the year on our Covid-19 response including the change in working patterns from office to home based, and management of the change in risk profile due to Covid-19. We have openly shared our experience and observations across all risk categories including market, credit, liquidity and conduct. In such an unusual time, such responsive and open engagement with our regulators was welcome. • In rolling out the ‘5 Conduct Questions’ to asset managers, we have had open and constructive dialogue with the FCA on their application. We welcome the FCA’s work on this important topic. • We have shared our experience of running the Senior Manager and Certification Regime requirements with the FCA. With firms across the range of Insurance, Enhanced and Core, we are experienced in all requirements of the regime and aspects that are stronger and weaker in driving intended outcomes. • Regulators have been fully engaged during the Mature Savings sale process. Engagement with our stakeholders continued Suppliers Overview Interaction with our suppliers and treating our suppliers fairly allows us to drive higher standards, and reduce risk in our supply chain whilst benefitting from cost efficiencies and positive environmental outcomes. Regulators Overview We work with our regulators proactively, with openness and transparency. Early and active engagement, with both government and our regulators, helps to ensure we understand changing requirements and can take timely action to implement the regulatory change required, optimising outcomes for our customers and our people where possible. Engagement Continuing engagement • The Legal & General Resources Limited Board, our main contracting entity for suppliers, receives a procurement update at each Board meeting, including an update on relationships with suppliers and associated performance. The Group Board has sight of the minutes of each of these Board meetings and any issues are escalated to the Group Board where necessary. • In accordance with the Group Board matters reserved, any expenditure in relation to a supplier in excess of an amount determined by the Group from time to time was put to the Group Board for consideration and approval during the year. Additional current year engagement • The Group Risk Committee received reports relating to outsourcing and third-party management throughout the year. In July the Committee received an update on the company’s key suppliers, the key contract dependencies, and how management monitor these. • The Legal & General Resources Board, Group Risk Committee and Group Environmental Committee were updated throughout the year on the work around Modern Slavery and Corporate Social Responsibility/Environment. A new Sustainable Sourcing Principles statement and a five-year Modern Slavery Strategy were approved. Engagement Continuing engagement • The Group Board non-executive directors and subsidiary non-executive directors attend individual meetings with both the PRA and FCA on a frequency determined by the regulators for each supervisory cycle. Topics covered include strategy, financial performance, Board effectiveness, cyber, culture, regulatory matters and customer outcomes. • At each meeting the Group Board receives a report from the Chief Risk Officer which contains an update on Prudential Regulation. The Chief Risk Officer periodically attends Group Board meetings to present to the Board. • To mark the beginning of each two-year supervisory cycle, the FCA attend the Group Board to discuss their priorities. The PRA attend the Group Board annually as part of the PRA’s Periodic Summary Meeting (PSM) cycle. The FCA attended the Group Board (and two regulated entity boards) in 2020 to discuss their priorities for the current supervision cycle. Additional current year engagement • During the year we worked closely with the PRA and FCA on our response to the Covid-19 pandemic, which included weekly meetings for a period. Our response to Brexit has also been an area of focus for 2020. • The Group Board gave careful consideration to the FCA’s letter of January 2020, requesting a full review of how conflicts of interest are managed across the Group by the Group Conduct Risk and Compliance function. • With a change in supervisory leadership at the FCA, relationship meetings took place with our senior management, including Nigel Wilson meeting the new FCA CEO, Nikhil Rathi. • Regular meetings continue to take place between management, our risk functions and the PRA and FCA. We have briefed the FCA on a programme to transform our financial crime risk management framework. Additionally, we have sought conversations with regulatory policy teams to share our experience where they may be helpful, such as working with vulnerable customers and the advice market. • Throughout 2020 we have held quarterly meetings with both the FCA and PRA on our plans to transition away from the interest rate benchmark LIBOR which is expected to cease after 2021. Stakeholder engagement Legal & General Group Plc Annual Report and Accounts 2020 65 Stakeholder engagement continued Engagement with our stakeholders continued Communities Overview Contributing positively to wider society enables us to create stronger communities and have a positive environmental impact. Customers Overview Listening to our customers helps us to better understand their needs and provide suitable and reliable products and services. Engagement Continuing engagement • The Board receives an annual update on the Corporate Social Responsibility (CSR) strategy. • The Group Environmental Committee (GEC) is responsible for providing strategic direction on the management of our environmental impact, with a particular focus on the Group’s management of the financial risks from climate change. The Group Chief Risk Officer is Chair and the Group Chief Financial Officer is a member of the GEC. The GEC provides updates to the Executive Risk Committee on its key decisions and actions. Further information on climate-related activity can be found on page 32. • Jeff Davies is the Group Board sponsor of the Task Force on Climate-related Financial Disclosures report (TCFD), whilst Lesley Knox is Group Board sponsor of the Modern Slavery Act and Human Rights. These Board members drive the agenda in relation to the respective subject area, receive reports back on targets and plan the upcoming five-year strategy. Further information on the TCFD can be found on page 49 and our Modern Slavery Statement can be found on page 55. • A number of our Group Board non-executive directors serve as trustees for various charities in their personal capacity; Sir John Kingman is Deputy Chair of the National Gallery and a trustee of the Royal Opera House Covent Garden Foundation. Further detail of our other Group non-executive directors’ trusteeships is provided within the director biographies on pages 58 to 59. Additional current year engagement • Nigel Wilson (Group Chief Executive) continued as a member of the government’s expert advisory groups on Social Care and Life Sciences, as well as chairing the Bank of England/FCA Climate Financial Risk Forum workstream on Innovation, which contributed to the Forum’s publication in June and is now engaged in its second year of work. Nigel works closely with local government in a number of UK cities, notably Newcastle, where alongside regeneration through the Group’s partnership with the City Council and Newcastle University, the Group is funding a new model future care home. He also plays an active role in our £20 million charitable sponsorship of Edinburgh University’s Advanced Care Research Centre. • Legal & General initiated a Climate Change Virtual Accelerator programme in March 2020. A deep dive of the programme was undertaken by the Group Board in September with a further update on the actions coming out of the programme at the Group Board Strategy Day in October. Further information on the Climate Change Accelerator programme is available on page 50. • The Chairman’s Awards took place in January 2020; this is an event at which employees’ achievements in charity work, outside Legal & General, were celebrated. Employees were nominated by staff, friends and family to receive awards for their charitable efforts. Group Board members attended the event. Engagement Continuing engagement • The Group Board receives a Customer Champion report annually. • The Group Risk Committee receives detailed customer Management Information (MI) at each meeting and the Customer Champion attends each meeting to present to the Committee. Subsidiary Boards are also in receipt of regular updates regarding customers. • A Vulnerable Customer Committee meets regularly, comprised of management and our Conduct Risk team, to discuss improvements to how we interact and support our vulnerable customers. Additional current year engagement • Customer management information was regularly reported to the Group Board. Additional detail and insights were shared frequently throughout the second quarter to ensure the Board was kept informed about how Covid-19 was impacting our customers. • In May, Lesley Knox joined a contact centre team meeting in Mature Savings. The team discussed how Covid-19 was changing customer behaviour and sharing ideas on how best to respond to the types of calls coming through. Outcomes • Our Legal & General Capital (LGC) teams have launched a new residential housing arm, Suburban Build to Rent, which will create much needed, high quality family homes in areas connected to schools, transport infrastructure and amenities. • In September, Legal & General announced a new £5 million charitable partnership with Newcastle City Council to enhance elderly care in the city, placing Newcastle at the forefront of development of ground-breaking changes to the way we care for older people. • Pages 36 to 37 provide further examples of some of our recent investments which have positively impacted communities. • The Interchange building in Cardiff Central Square was announced in October as the new home of our two Cardiff offices from 2023. The Interchange is part of our £400 million regeneration scheme in Cardiff Central Square. This is a testament to our purpose of inclusive capitalism, as we continue to invest pension money in the future of cities and towns across the UK. • In line with Legal & General’s wider commitments to ESG, the fit out of Cardiff’s Central Square will target net zero carbon and reduce embodied carbon throughout the base build. It will also be developed in line with Well Gold and BREEAM standards. • LGC, consistent with the wider Group, has a target of net zero by 2050. Within LGC’s direct investment portfolio action is underway to reduce carbon emissions. In early 2020 LGC made public commitments on delivering all homes as operationally net zero enabled from 2030. • In September, Legal & General announced that it has formed part of a coalition of 22 leading businesses, charities, researchers and educators to launch the Trinity Challenge, a global initiative to help populations throughout the world better prevent and respond to public health emergencies. More information on the initiative can be found on page 51. Outcomes • Having reviewed customer MI throughout Q2, both the Board and the Customer Champion identified an early trend that backlogs of work were building within some of our death notification teams. It was agreed that where this was the case, the business would prioritise these to ensure that our customers’ dependants and beneficiaries were receiving payment as quickly as possible. • The Head of Customer & Client Operations in Legal & General Investment Management, was asked to attend the Group Risk Committee in October as the customer MI indicated that the operation had not recovered as quickly as expected following the first lockdown. The Committee were updated with the recovery plans and the team’s performance has improved as forecasted since. The Head of Customer & Client Operations in Legal & General Investment Management, will return in Q1 2021 if performance has not returned above targets as planned. • The Managing Director UK Protection from Legal & General Insurance Retail Protection was asked to attend the Group Risk Committee meeting to update members on the progress made with claim payment times and about the application of terminal illness to pre-2016 term insurance customers. 66 Legal & General Group Plc Annual Report and Accounts 2020 Governance Engagement with our stakeholders continued Employees Overview Engaging with our people enables us to create an inclusive company culture and a positive working environment. Engagement Continuing engagement • Lesley Knox continues in her role as designated workforce director. Lesley reports back to the Board at each meeting on employee-related matters. • The Board has and will continue to take part in site visits, giving directors an opportunity to meet with employees from various areas of the business. • The Voice employee survey was conducted twice throughout 2020, in March and October, and following this, action plans at both Group level and with divisional and local teams were put in place. These surveys continue to provide us with the ability to gain valuable insights about what is important to employees, as well as enabling us to become a more digital, healthy, and inclusive organisation. The Board receives, periodically, detailed metrics on the views and requirements of employees coming out of the Voice survey and plans for how actions will be implemented to address issues raised by employees in the survey. • The Board has oversight of whistleblowing and receives an annual report as well as more detailed periodic reports when appropriate. Philip Broadley serves as the Group Board’s whistleblowing champion. Additional current year engagement • The Board attended a site visit to our Later Living site in Warwickshire in January, where it met with both employees and community residents. • The Group Chairman visited our Hove and Cardiff offices in September and met with a number of teams. During the visits, the Chairman had the opportunity to see the various measures put in place regarding Covid-19. Given the unprecedented working environment throughout this year, a ‘Listening in Lockdown’ survey was conducted in June, to gain insight into how employees were finding and dealing with the new ways of working. • During lockdown, we worked closely with employee representatives to create Covid-safe workplaces in line with government guidance and with an emphasis on our people’s physical safety. We also acted quickly to enable home working wherever possible, including in territories outside the UK. • To ensure continued engagement with employees through this challenging time, regular updates and email communications were sent to the entire workforce throughout the year with regular updates provided on The Hub, our digital workplace, that helps us collaborate more effectively across the business. • The Major Incident Team, comprising senior executives from Operations, Risk, HR, IT, Legal and Corporate Communications, met on a regular basis during the first lockdown to manage and oversee the business’s response. • Throughout 2020, the Group Chief Executive held eight virtual town halls which were made available live to employees across the business, as well as two town halls hosted in Hove at the beginning of the year. Michelle Scrimgeour hosted three virtual town halls during 2020 which were made available to all LGIM/LGIMA staff and Kerrigan Procter hosted a Black Lives Matter virtual live event which was also made available to all employees. • This year the Group Chief Executive worked alongside The Telegraph on ‘The Power of Us’ campaign, producing 12 printed articles and six podcasts discussing various topics from greener futures to inclusive tech, all of which were made available to employees via the company’s intranet site. • Our Mental Health First Aiders network was further developed through the year; and a partnership was also signed with market-leading mental health app, Unmind, to offer free access to all employees. Governance Outcomes • This year Lesley Knox, in her role as designated workforce director, has attended virtual meetings across our operating divisions. This included focus groups with employee engagement champions, joining a contact centre team meeting and taking part in the telephone- based Befriending volunteer scheme. A report from the designated workforce director, including detail of activities throughout the year and the output of this engagement, is provided on page 69. • 83% of employees took part in the October Voice survey, providing 16,805 individual comments. Our employee satisfaction score increased considerably during this period and then, in line with other organisations, slightly receded from June to October (74% in March; 81% in June; 77% in October). This reflects an upward trajectory since the beginning of lockdown with an increase between March and October 2020. • The most predominant positive topics from employees reflected in the Voice Survey were line managers (good communication and support), flexibility (no commute, remote work and improved balance), employee communications (visibility of senior management through town halls and regular company updates), improvements in technology (such as new laptops) and connection (more frequent communication with line managers and colleagues), which combined have influenced the increase in employee satisfaction from 74% in March to 77% in October. • It is clear from listening to our employees via our Voice and Lockdown surveys, that employees appreciate the efforts the company has taken to adapt to the current ways of working and that they are eager for some of those changes to become a permanent feature of their work experience. • A Legal & General global Diversity and Inclusion (D&I) council was formed in October, with Laura Mason, CEO of our institutional retirement business, as the executive sponsor. The council reports to our Group Executive and Group Board, through the Nominations and Corporate Governance Committee, and has been tasked with reviewing and refreshing the group-wide aspirational goals for D&I. The council comprises Senior leaders from across our divisions and geographies alongside the Group Chief Financial Officer, Group HR Director, and the Chief Executive Officer of LGIM. • In January 2020 the Board once again hosted a ‘Rising Stars’ dinner, providing an opportunity for the Board to meet and interact with a number of the company’s valued and high potential individuals across the business. This event was also an opportunity for those employees to meet the Board members and gain some insight into their roles and perspectives. • In October we announced that our two Cardiff offices would be moving to the Interchange building in Cardiff Central Square in 2023. The investment underlines our commitment to providing our people with modern, flexible working environments. • During lockdown a series of virtual sessions was run for employees to join, featuring guest speakers as diverse as Sir Tim Peake, Nadiya Hussain and Louis Theroux – with the aim of helping connect our people and providing them with practical tips for building relationships remotely. Stakeholder engagement Legal & General Group Plc Annual Report and Accounts 2020 67 Major decisions and discussions during 2020 The Board factored the needs and concerns of our stakeholders into its discussions and decisions throughout the year, in accordance with s.172 of the Companies Act 2006 (see s.172 statement on pages 64 to 67). Shareholders Regulators Customers Communities Suppliers Employees Stakeholder issues are an integral part of the Board’s decision making and we seek to embed this in key subsidiary boards and decision making committees throughout the organisation. All Group and subsidiary Board papers must demonstrate that stakeholder consideration has been taken into account as part of the Board decision making process. Whilst not all decisions affect every stakeholder group our Board and committees endeavour to balance the sometimes conflicting needs of our stakeholders to ensure all are treated consistently and fairly. Some of the major decisions and considerations of key decision making forums during 2020 include: Major Decision Key stakeholder group impacted Approval of the final 2019 dividend payment: Consideration of the importance of dividends to retail shareholders and the broader pension system. Setting and approval of a capital budget for the writing of new pension risk transfer business in 2020 in order to ensure prudent balance sheet management at a time of economic uncertainty. Approval for Bruntwood SciTech, LGC’s 50:50 joint venture with Bruntwood, to proceed with a £210 million development in Birmingham: A 10-year masterplan will be developed for the Birmingham Health Innovation Campus, which will provide up to 657,000 sq ft of state-of-the-art lab, office and incubation space acting as a catalyst for the growth of the Midlands’ life sciences sector. It is set to create up to 10,000 new jobs and contribute £400 million GVA to the regional economy by 2030. Approval of £200 million funding for the redevelopment of the Oxford University ‘Life and Mind’ building through LGC’s joint venture with the University: Set to be the largest building project ever undertaken on behalf of the University, and its largest teaching and research facility, significantly improving the way that psychological and biological tuition is undertaken in Oxford and helping scientists to solve some of our major global challenges. Approval of development funding for Sky Elstree Studios, a new 32-acre, state of the art TV and film studio facility just north of London: Over the first five years of operation, it is expected that Sky Elstree Studios will generate £3 billion of production investment in the UK’s creative economy and lead to the creation of over 2,000 jobs. Approval of investment in The Kensa Group: an investment in the UK’s leading ground source heat pump supplier and installer, supporting Legal & General’s ambition to form part of the UK solution to reaching net zero carbon emissions by 2050. Approval of L&G’s increased stake in Pod Point, one of the UK’s largest electric vehicle charging infrastructure providers, following the acquisition of a majority stake by EDF: Growing Pod Point and funding the roll-out of EV charging infrastructure can facilitate decarbonisation across the UK. Approval of the Interchange Building in Cardiff as the new home of L&G’s two Cardiff offices: part of L&G’s £400 million regeneration scheme in Cardiff Central Square and demonstrating L&G’s commitment to providing employees with modern, flexible working environments. Upon completion this will add around £1.1 billion of gross value added to the region and create up to 13,000 new jobs. Approval of the launch of LGC’s Suburban Build to Rent business (SBTR): The new housing arm will partner with UK housebuilders and undertake a direct delivery programme to bring forward over 1,000 homes each year from 2024. 68 Legal & General Group Plc Annual Report and Accounts 2020 Governance Employee engagement Governance It has also led to greater interdepartmental collaboration. However, it has also meant that informal mentoring and knowledge sharing have been harder. We are working on ways to change this. Home working, which remains the reality for most of our employees, is a complex issue, with individual circumstances – family commitments, physical space, quality of internet connection – combining to create different experiences. We have responded by ensuring that the right support is in place for each individual, including provision of equipment for home working, making office access available and safe for those who need it and providing some flexibility in working patterns to help balance work and home commitments. The issue of personal wellbeing is one of great concern to our employees. The fact they feel able to discuss this topic reflects well on our company’s culture. During 2020, we took material steps to put in place and communicate the availability of support mechanisms including helplines, a mental wellbeing app and our network of Mental Health First Aiders: employees who have trained to support their colleagues, an especially important resource during these exceptional times. Employee wellbeing will remain a focus for the Board into 2021. One way in which we will tackle this is by ensuring that good governance, risk management and control are managed so as to be effective without adding disproportionately to workloads. During 2020, I reported to each Board meeting on the insights I had gained from my meetings with employees. This was supplemented with insights from our employee survey, ‘Voice’, which has been discussed throughout the year at the Nominations and Corporate Governance Committee. Not surprisingly, during Covid-19 the work environment has been the major theme of discussions, whereas pay and benefits have not. However, our employees have appreciated the fact that we took steps to protect individuals from financial impacts, including weighting our 2019 and 2020 pay awards towards the lower-paid. Finally, I have been very impressed by our employees’ commitment to charitable and community work, despite the personal impacts of Covid-19. One example among many is the Befriending and Carers Programme, where employees volunteer to call lonely and vulnerable older people and those who are caring for family members. I would like to thank those employees and their managers who are freeing up time to enable it; the involvement of so many in community work says a lot about the values of our people and of our business. Lesley Knox Designated workforce director A year ago, at the start of my new role, I set out a plan for engaging with our employees: to find out what was on their minds by hearing from as many of them as possible; to bring together the various mechanisms for employee representation we have in the Group; and to represent employees’ views to my Board colleagues. What I had not foreseen was the Covid-19 crisis. This significantly changed how I executed this plan, but the fundamentals – including the basic framework of ‘listen, reflect and represent’ – have remained the same during 2020. This year has been characterised by the creation of virtual teams and remote working for most of us. Technology has enabled our employees to maintain connections and has acted as a leveller. The convenience of joining a video call removes the logistical challenges of gathering a lot of individuals in one place: it’s easier to click a link from one’s desk, whether at home or in the office, than to make a special journey – although remote working in itself brings other challenges. Using Microsoft Teams, I have continued to meet with employees across the Group, as I did face-to-face during 2019. Examples this year included, among others, time spent with Mature Savings contact centre teams, employee voice champions in our insurance business, a group of our actuaries, and a specially convened lockdown feedback group in Group Finance. I was also delighted to be able to join established groups, such as our executive and personal assistants’ group and our corporate responsibility, ESG and modern slavery working groups. Each meeting gave me an opportunity to join employees in different formats and to hear from more of them on a much wider range of issues than would once have been possible. Our employees’ feedback makes clear that Legal & General has largely succeeded in its extra efforts on communication – both formally from members of the Executive Committee and informally between departments and teams – this year. The ease of virtual communication has, for many, led to an increase in the quantity and quality of interaction they have enjoyed. Employee engagement Legal & General Group Plc Annual Report and Accounts 2020 69 Covid-19 case study: Our commitment to our stakeholders. Covid-19 has and continues to have an unprecedented impact on our stakeholders. Legal & General continues to support all of our stakeholders and we have done everything we can to help our customers through this difficult period without relying on direct government funding. Our priorities are to look after our customers, to safeguard the wellbeing of our colleagues and to support the needs of the wider community more broadly through inclusive capitalism and by investing in the real economy. We intend to be a leader in the post-pandemic economic recovery, supporting our shareholders and customers while delivering inclusive capitalism through investments in infrastructure, clean energy, affordable housing, and providing products to support individuals’ financial resilience. Examples of the Board’s consideration of its stakeholders and some of the decisions that were taken during the pandemic are provided below. Shareholders Consideration The Board recognises the importance of dividend income to many institutional and retail shareholders, particularly in the current environment. We are also cognisant of the need to act prudently in maintaining balance sheet resilience and in so doing ensure that Legal & General plays its full part in supporting the real economy. Outcomes The Board observed that, notwithstanding significant market volatility, the Group had delivered a resilient performance in the year to date and our balance sheet had remained robust, with the Group’s solvency ratio in the high-170s. As such, the Board declared an interim dividend of 4.93 pence per share and a final dividend of 12.64 pence per share, resulting in a 2019 full-year dividend of 17.57 pence per share. In November 2020 we held a Capital Markets day where we set out our new five-year financial ambitions plan for the Group. The Board intends to grow the dividend at low to mid-single digits. The Board was disappointed that due to the UK Government’s guidance at the time, the arrangements and format of the 2020 AGM had to be altered and shareholders were not able to attend in person. In making this decision, the Board had both the safety and wellbeing of shareholders and colleagues as its primary concern. The Board recognised the importance of the AGM and the opportunity it provides shareholders to meet and engage with the Board, and so a virtual shareholder event was held in December 2020, at which shareholders were provided the opportunity to ask any questions they had for the Board. Suppliers Engagement Covid-19 has created risks in the supply chain. We have engaged with our suppliers on these risks and changed the way we operate as a result of the pandemic. Outcomes A successful collaborative Microsoft Teams event was held in September with a number of our key suppliers in order to maintain engagement during lockdown and to explore new ways of working. Customers Considerations Our commitment to supporting our customers will not waver and we have continued to provide service to our customers, whether it is helping them to keep their family financially secure after the death of a loved one, paying annuities or assisting someone with a long-term illness to meet their mortgage repayments. Our purpose is to provide financial stability to our customers and their dependants in good times and in bad: it is ‘what we do’. The human cost of Covid-19 has, regrettably, been high for many Legal & General customers, including holders of life insurance policies and annuitants who have lost their lives prematurely. We continue to pay all valid claims and we have prioritised giving a rapid but sensitive service to bereaved families. One-to-one sessions have been held throughout the year with the Executives of a number of our key suppliers in order to maintain contact, understand the latest impact of Covid-19 on their business and establish any opportunities for assistance or development. Outcomes We have made a number of changes to our customer journey during the pandemic: • Temporarily extended annuity quote guarantee periods. • Advisers can get new business quotes via the portals and use ‘Track My Apps’ to check progress on existing applications. • Introduced a signature-free application and paperless drawdown processes. • Legal & General Home Finance (LGHF) made its entire programme of educational events for advisers available online and implemented a desktop valuation service for its lifetime mortgage product range, which enables property valuations without a home visit. • LGHF allowed all Optional Payment Lifetime Mortgage (OPLM) customers to miss up to three monthly interest payments, without these counting towards the six missed payments allowed in the product terms. • During the first half of the year we paid £939 million of Legal & General Insurance protection claims and, with more than three million people in the UK relying on Legal & General for financial security in retirement, we have maintained our most important business services largely uninterrupted, which includes paying annuities to over one million pensioners. 70 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Communities Engagement In support of the wider society, we have launched a range of initiatives to help meet the growing social needs arising from the Covid-19 disruption. Outcomes We supported research and testing by accelerating components of our £20 million partnership with Edinburgh University’s research into elderly care and being one of the UK’s largest Covid-19 testing sites through our investment in Bruntwood SciTech Alderley Park. Additionally, we have looked to address the needs of local communities in respect of Covid-19; including the establishment of a £500,000 Community Fund. We are stepping up support for relevant Corporate Social Responsibility projects which address, in particular, the impact of the pandemic on the older population and those using social care. Regulators Engagement The Board recognises the importance and necessity of the increased engagement we have had with our regulators during the pandemic. Outcomes The Group Board gave careful consideration to the PRA’s letter of March 2020 and has continued to engage the regulator in our dividend discussions. We have maintained active and open engagement with our regulators during the Covid-19 pandemic and have shared our experience and observations across all risk categories. In addition to ongoing dialogue, regular reports on customer service and insights were provided to our regulators. Throughout the pandemic, we have provided monthly updates to the PRA on the Group’s Solvency II capital and liquidity positions. The Mastertrust Trustees have engaged with The Pensions Regulator (TPR) during the pandemic to provide the regulator with additional information on how we are engaging with our members and ensuring continuity of service in a remote environment. Employees Considerations Legal & General operated throughout 2020 without accessing any furlough scheme or other Covid-19 business support. We have continued to pay Legal & General employees as normal. Outcomes We have supported our employees’ mental and physical wellbeing through a number of resources including trained Mental Health First Aiders, a confidential employee assistance helpline and a dedicated Covid-19 intranet hub. Our robust, well-embedded remote working solutions have helped keep employees engaged and efficient throughout the shift to home working. We have increased the frequency of our employee Voice surveys during the pandemic to ensure we are engaged with our workforce and held a number of virtual town hall meetings with our senior leadership team. Employees appreciate our efforts, and this is demonstrated by a seven-point increase in employee satisfaction scores since before the Covid-19 lockdown In October 2020 we announced that we would relocate our two Group offices in Wales to a 120,000 sq. ft. facility in Cardiff’s Central Square as part of a wider £450 million regeneration scheme. This announcement marks one of the largest office lettings in the UK this year and the state-of-the-art new office and associated services will provide staff with a collaborative, agile space to meet changes to working practices in the wake of Covid-19. It will incorporate a focus on staff wellness and well-being, incorporating cycle and changing facilities, café, social space and an external terrace to meet shifting needs. Covid-19 case study Legal & General Group Plc Annual Report and Accounts 2020 71 Governance report Changes to the Board during the year and to the date of this report Appointments Resignations Ric Lewis 18 June 2020 Kerrigan Procter 26 November 2020 Nilufer von Bismarck 1 May 2021 Michelle Scrimgeour 26 November 2020 Julia Wilson 31 March 2021 How the Board operates The Board is led by the Chairman, Sir John Kingman. The day-to-day management of the company is led by Nigel Wilson, the Group Chief Executive Officer. The non-executive directors play a key role in our governance framework and culture, and their roles are not limited to the boardroom. Examples of some of the other activities they have undertaken during the course of the year are set out on page 76. The Board is accountable for the long-term success of the company by setting the Group’s strategic objectives and monitoring performance against those objectives. The Board meets formally on a regular basis and at each meeting considers business performance, strategic proposals, acquisitions and material transactions in the context of the Group’s strategic plans, risk appetite, the interests of the Group’s stakeholders and our social purpose. The Board and its subsidiaries operate within a clearly defined delegated authority framework, which is fully embedded across the Group. The delegated authority framework ensures that there is an appropriate level of Board contribution to, and oversight of, key decisions, and that the day-to-day business is managed effectively. The delegated authority framework includes a clearly defined schedule of matters reserved for the Board. The types of matters reserved include, amongst other things, matters relating to the Group’s strategic plan, material transactions, risk appetite, and oversight of systems of internal control and corporate governance policies. Those matters which are not reserved are delegated by the Board to Group level committees and to the Group Chief Executive Officer who then delegates decision making onward to the Group Capital Committee, an executive decision-making forum, and his direct reports. How the Board spent its time in 2020 The Board held eight full formal Board meetings during 2020, including two strategy events. In addition, in order to maintain strong oversight of the impact of Covid-19 on the Group and the Group’s response to it, the Board held weekly Board calls for a number of months. Board sub-committees were also constituted on a number of occasions in order to deal with matters arising in the ordinary course of business outside of the formal schedule of meetings. A table of individual Board member attendance at the formal Board and Committee meetings is provided on page 77. The non- executive directors have a private meeting without the executives present after each Board meeting and otherwise when required. The non-executive directors meet without the executive directors and the Chair periodically to review the Chair’s performance. Board members met informally with the executive and senior management on a regular basis outside of the formal meeting schedule. The Board agenda is set by the Chairman and consists of the following broad discussion areas: • An update from the Group Chief Executive, the Group Chief Financial Officer and a report from each of the key business divisions on business performance, key business initiatives, customer and employee engagement, control environment and culture. • Discussions on strategic ambitions, proposals, acquisitions, material transactions and other material initiatives. • Risk and compliance matters. • Legal and governance matters; and • People and employee engagement matters. The Board informs itself of the views of shareholders on a regular basis through regular updates from the Group Chief Executive Officer and Group Chief Financial Officer, as well as an annual update from the Chair following his annual schedule of investor meetings. Members of the senior management team and, as appropriate, individuals from the relevant business areas are invited to attend Board meetings in relation to key items, allowing the Board the opportunity to debate and challenge on initiatives directly with the senior management team along with the executive directors. The UK Corporate Governance Code – committed to the highest standards The 2018 UK Corporate Governance Code (the ‘Code’) emphasises the role of good corporate governance in achieving long-term sustainable success. The principles of the Code are the standards against which we are required to measure ourselves during the year. The information on the following pages explains how we have applied the principles of the Code in practice during the year. The information required under Disclosure Guidance and Transparency Rule 7.2.6 can be found in the Directors’ report on pages 248 to 251. Each year, the Board reviews the Group’s corporate governance framework and compliance with the Code. Pages 76 to 77 set out at a high level how we have complied with each of the principles. The Board is committed to maintaining the highest standards of corporate governance across the Group to support the delivery of our strategy, positive stakeholder relationships and the creation of long-term sustainable value for our shareholders. The Board The table in the adjacent column sets out the changes to the Board that have taken place over the course of the year. Ric Lewis was appointed to the Group Board as an independent non- executive director on 18 June 2020, bringing to the Board significant experience in investment management and, in particular, a focus on the real estate sector. The company announced the appointment of Nilufer von Bismarck OBE as an independent non-executive director on 26 November 2020. Nilufer will join the Board on 1 May 2021 and will bring to the Board extensive experience in financial services. Julia Wilson, the company’s Senior Independent Director, will be stepping down from the Board on 31 March 2021 following a nine-year tenure. Philip Broadley, Chair of the Audit Committee, will take on the position of Senior Independent Director following Julia’s departure. As part of a continued focus on governance best practice and to streamline executive representation on the Board, Kerrigan Procter, Chief Executive LGC, and Michelle Scrimgeour, Chief Executive LGIM, resigned from the Group Board in November 2020. Both Kerrigan and Michelle continue in their executive roles. When considering the appointments of new directors, the Board has been mindful of the contribution and skillset that each new appointee will bring to the Board. The Board continues to focus on maintaining a well- balanced and diversified Board with the right mix of individuals who can apply their wider business knowledge and experiences to the setting and oversight of delivery of the Group’s strategy. 72 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Key areas of focus in 2020 Discussion and actions arising Strategy • In November, the Board approved the Group’s five-year dividend, cash and capital ambitions which were announced at our Capital Markets event on 12 November 2020. • At its December meeting, the Board considered and approved the Group’s five-year business plan. This included a review of the divisional strategic objectives, initiatives and financial and non-financial Key Performance Indicators (KPIs). • The Board held a full day strategy event in April which covered, among other things, the work undertaken across the Group under the Group’s new strategic driver ‘Addressing Climate Change’. and the continued focus on scaling asset origination capabilities in Legal & General Capital. • The Board held a further two-day strategy event in October to discuss progress against the Group’s strategic plan and how the Board believes it should evolve. The Board also discussed in depth the strategic opportunities for the Group as a provider of retirement solutions for both retail and institutional customers, its commitment to inclusive capitalism and ESG as well as new strategic growth areas for the longer term. In addition, the Board considered the Group’s potential for continued international growth in the US and Asia. • The Board further considered strategic ambitions at its Board meetings and further considered corporate and material transactions to ensure that proposed transactions were aligned with the Group’s strategy and risk appetite. The Board had early sight of pipeline initiatives. Covid-19 • The Board met regularly to scrutinise the impact of Covid-19 on the Group and the Group’s response to it, including informally on a weekly basis during the first lockdown period. • Discussions and actions focused on ensuring the continued resilience of the Group both financially and operationally, the continued servicing of the Group’s customers and ensuring the safety of the Group’s people, in addition to the close monitoring of the wider macro-economic environment. Further detail on our commitment to our stakeholders during the Covid-19 pandemic can be found on pages 70 to 71. Governance and risk management • An external Board evaluation took place in the later part of 2020. For this review the Board retained a new board evaluator, Independent Board Evaluation. Detailed recommendations arising from the evaluation were developed and an action plan was subsequently adopted by the Board. • Following recommendations from the Nominations and Corporate Governance Committee, the Board approved the appointments of two new non-executive directors to the Board. • The Board regularly received and discussed reports from the Group General Counsel and Company Secretary on legal matters, emerging regulation and governance changes. • The Board regularly received and discussed reports from the Chief Risk Officer on risk and compliance matters, including an annual report on whistleblowing and the report on our review of management of conflicts of Interest. Stakeholders • During the year, the Board regularly considered the Group’s relationship with various stakeholder groups. It discussed customers, shareholder matters, employee engagement, and the Group’s impact on, and relationship with, wider society and the environment. The Board has focused deep dives on such areas, for example sessions with the executive nominated as the Group’s Customer Champion, and it considered these matters as part of its decision making on strategic proposals. • Employee engagement continued to be a focus for the Board in 2020 with Lesley Knox, the designated workforce director, providing regular updates on engagement with the workforce, the results of the employee surveys and visits to a number of Legal & General office locations. • Board members met regularly through the year with key regulators, the Prudential Regulation Authority and Financial Conduct Authority. Ensuring our directors have the right skills and experience to maintain an effective Board The Board believes that continuous director training and development is important to maximise the effectiveness of the Board. The Chairman is assisted by the Group Company Secretary in providing all new directors with a comprehensive induction programme on joining the Board. This includes a series of meetings with members of the Board and with the Group’s operational and functional leadership, external advisers to the Group and a programme of meetings with staff. This ensures directors obtain a detailed insight of the Group, its businesses and governance framework as well as the regulatory macro environment in which it operates. The key areas of the Board’s induction programme include: • An introduction to the Group’s corporate structure, governance framework and guiding principle. • A meeting with the Group Company Secretary who provides detail on the roles and responsibilities of the Board, delegated authority framework, listed company requirements and the requirements of the UK Corporate Governance Code, and how the Group complies with its principles. • Meetings with the CEO of each business division to receive an overview of each business area including information around strategic goals, risk overview and management, customers, and key financial and non-financial KPIs. • Meetings with members of the Board, the Executive Committee and senior management, covering areas such as: – Group risk management – risk and compliance – finance – remuneration – investor relations and corporate affairs. • A meeting with the Group Actuary focusing on regulatory capital and the Group’s Internal Model. • Meetings with the Chairs of the Risk, Remuneration and Audit Committees. • A meeting with the external auditor. In addition, all Board members receive continuing education and development at regular intervals throughout the year. It is the responsibility of the Chair to ensure all directors have the necessary knowledge and training. Board and Committee meetings are used regularly to update the Board on developments in the areas in which the Group operates, and specific training sessions for directors are scheduled for key topical issues. In the year, each director was given the opportunity to meet with the Group HR director to discuss any specific focus areas for training. For example, in 2020 the Board received detailed training sessions on our Climate Change Virtual Accelerator Programme, operational resilience, risk and change management, and the LGIM strategic operating model. Other development activities undertaken throughout 2020 included deep dives into the Group’s annuity asset portfolio, international Pension Risk Transfer (PRT) ambitions, and best practice around governance controls when considering IT change. The Group Board non-executive directors also visited our business operations in different locations and attended one-to-one briefing sessions with key members of the senior management team on a regular basis over the year. Governance report Legal & General Group Plc Annual Report and Accounts 2020 73 Governance report continued Technology Committee The Technology Committee (previously named Group IT Committee) was initially established in January 2018. The Committee was established primarily to provide assurance to the Board on the delivery of the company’s programme to implement planned enhancements to the Group’s IT estate, to ensure the Group was operating within its targeted access management, information security and cyber risk appetite. Following the successful delivery of the 2018 enhancements to the IT estate and significant improvements in the Group’s IT controls, in July 2020 the IT Committee decided to re-focus its attention on more strategic matters. As part of this transition, two executive committees reporting into the Technology Committee were refocused to allow the Technology Committee to place reliance on the IT mechanisms and controls in place at an executive level. In addition, the meetings were lengthened to facilitate more comprehensive strategic discussion. The Technology Committee now focuses primarily on the company’s IT, digital and cyber strategies and their implementation plans. Its other responsibilities include: • Overseeing the control environment in place for information technology and cyber security. • Overseeing technology aspects of major change programmes and understanding their strategic contribution and risks; and • Reviewing risks relating to IT and cyber security and plans for mitigation or treatment. The Committee membership comprises the Chairman, the Senior Independent Director, the Chair of the Audit Committee and the Chair of the Risk Committee. One of the Group CEO, Group CFO, Chief Risk Officer and Group IT Director are expected to attend all meetings; in practice, all four of these executive members attend. The Committee is advised by three independent cyber and IT experts. The Committee met five times during 2020. The aim of the review was to assess the effectiveness of the Board, both as a collective unitary Board, and at individual Board member level, in order to implement any actions required to become a more effective Board. The performance of each of the Board Committees was also assessed and the evaluation included a review of the Chairman’s performance. Interviews were conducted with every Board member, according to a set agenda tailored for the Board, which had been agreed in advance with the Chairman and Group Company Secretary. In addition, interviews were held with senior management and advisers who interacted regularly with the Board. Ffion Hague observed a Board meeting and a meeting of each of the Board Committees. Ffion also had access to the papers for each of those meetings. Following the final report, recommendations were considered by the Board and shared with each Committee, and an action plan for areas of focus was agreed. As part of the final report, the Board asked IBE to share good practice observed in other companies. This good practice was built into the action plan, where appropriate. The Board review focused on, among other things: Board accountability, focus and priorities; Board composition, expertise, decision-making and dynamics; succession planning; selection and induction of new members; oversight and implementation of strategy; communication and relationship with stakeholders; risk management; governance, including links with subsidiary boards; and Board support, including resourcing and quality and volume of papers and presentations. The tone of the feedback was very positive overall. A summary of key recommendations from the review is set out below. Progress to implement the recommendations from the review is monitored by the Group Company Secretary and reported to the Board at each Board meeting. IBE have agreed with the summary of the evaluation process as set out above, and the summary of the recommendations as set out on the following page. The Group IT community was at the forefront of the Group’s Covid-19 response as the company moved to a more agile way of working. The Technology Committee received in depth and regular updates on the Covid-19 technology response, on an ad hoc basis at the beginning of the pandemic and in the regular meeting cycle thereafter. In 2020 the Committee: • Focused on the Group’s cyber security, information security and access management programmes. • Reviewed and endorsed the organisation and operating model in place for IT and cyber security and subsequently considered its ongoing suitability. • Maintained oversight of the overall resilience of the Group’s IT systems. • Maintained oversight of the Group’s IT, digital and cyber strategies and the corresponding implementation plans; and • Received deep dive insights into major IT and cyber programmes across the Group. Board evaluation The effectiveness of the Board is essential to the success of the Group. The Board undertakes a formal and rigorous review of its performance and that of its Committees and individual directors each year. During 2019, the Board undertook an externally-facilitated internal review, with a series of outcomes reported in 2020. The recommendations from the 2019 review and the progress the company has made against those recommendations are reported in more detail below. In accordance with the Code, the Board commissions externally facilitated reviews regularly. During 2020 the Board agreed it would be beneficial to undertake an external evaluation. The Board tendered for the evaluation provider to ensure that the evaluation process was independent, robust and meaningful. This tender was led by the Chairman and the Group Company Secretary. Following this tender, the 2020 evaluation was facilitated by Ffion Hague at Independent Board Evaluation (IBE), an external Board review specialist. IBE had not previously undertaken a Board evaluation for the company, and has no other connection with the company or individual directors. 74 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance A summary of the key Board evaluation recommendations is provided below: Recommendations from 2020 Ensure active and regular oversight of Board and senior management succession, discussing and agreeing succession options and timing for key roles. Develop newer non-executive directors’ knowledge of the business. Refresh, test and clearly articulate the Group’s medium-term strategy, especially looking beyond the current very strong pipeline. Recommendations from 2019 review Progress against 2019 recommendations Continue to have regular oversight over and involvement in non-executive and executive development and succession There was a focused session on non-executive succession planning at the Nominations and Corporate Governance Committee meeting in May, including succession planning for the Senior Independent Director, who is due to step down on 31 March 2021. Following a formal recruitment process, two new non-executive directors were appointed to the Board in 2020, supporting the medium-term succession planning. Executive development and succession planning were discussed at the Nominations and Corporate Governance Committee meeting in July. The Group aims for long integration periods for senior executive roles to ensure well-planned and appropriate handovers. A number of executive changes were announced in September, including the movement of the Legal & General Retail Retirement Chief Executive to the position of Group Chief Risk Officer, putting some of this planning into practice. Continue to improve the Board’s understanding of its stakeholders, including customers, suppliers and employees. The Board was very focused on its stakeholders in 2020 and in particular on the impact of Covid-19 on its customers and employees. Regular customer Management Information was provided to the Board throughout the Covid-19 lockdown to enable the Board to have visibility on the impact of remote working on important business services. The Board received an update on customers from the Legal & General Retail Retirement Chief Executive (as Customer Champion) and the Group Conduct Risk Director in June, and the Customer Champion presented an update on customers (including institutional clients) to the Board at the meeting in July. Performance of suppliers during the Covid-19 pandemic was also a focus for the Board in 2020. In particular, the Group Risk Committee held a detailed discussion on the Group’s top 10 suppliers at its meeting in July. The Board received regular updates on employees, including the results of the employee lockdown surveys, from the Group HR Director, at full Board meetings and regular Board calls. There was continued engagement with the workforce and reporting on this at the Board through the designated workforce non-executive director. Through this, the Board gained an understanding of the key challenges faced by employees throughout the pandemic and their key concerns, as well as an understanding of those steps/actions which were being taken to support employees, both physically and from a mental health perspective. The Board had continued engagement with both institutional and retail shareholders over the year. In particular, we hosted a virtual Capital Markets event for investors and analysts in November. The event consisted of presentations on the Group’s strategy, financial performance and ambitions, as well as a live Q&A teleconference with the executive management team. Additionally, we held a live, virtual shareholder engagement event at the end of the year, which included presentations from the Chairman, Group Chief Executive and Committee Chairs. Shareholders were also offered the opportunity to pre-submit any questions they may have for the Board, or ask their questions live at the event. Each of the Group’s business areas provides regular updates to the Board at each Board meeting, and the divisional Chief Executives periodically attend Board meetings to update in more detail on their business. The Board receives deep dive presentations into specific areas of strategic interest or growth in each business division over the year. There was a particular continued focus throughout Covid-19 on the Group’s important business services. Continue to enhance focus on the Group’s businesses and the markets in which they operate. Continue to enhance the support provided to the Board in terms of training, facilities and quality of papers. The Covid-19 pandemic and move to remote working accelerated the Board’s digital journey and Board meetings have been successfully held remotely since April. Incremental improvements have been made to the Board’s videoconferencing facilities since then. In addition, safe and socially distanced in-person attendance at Board and Committee meetings has been facilitated since July. Improving the quality of Board papers is an ongoing priority for the Company Secretariat team. In 2020, new formats for Board reporting were introduced to reduce the number of papers and length of reports. Sir John Kingman Chairman Governance report Legal & General Group Plc Annual Report and Accounts 2020 75 Committed to the highest standards Compliance with the 2018 UK Corporate Governance Code: For the year ended 31 December 2020, we are pleased to report that we have applied the principles and complied with the provisions of the Code. 1. Board leadership and company purpose A. Board’s role There is a formal schedule of matters reserved for the Board that sets out the structure under which the Board manages its responsibilities, providing guidance on how it discharges its authority and manages the Board’s activities. Our governance framework means we have a robust decision making process and a clear framework within which decisions can be made and strategy can be delivered. Our delegated authority framework ensures that decisions are taken by the right people at the right level with accountability up to the Board, and enables an appropriate level of debate, challenge and support in the decision making process. The company continues to be led by an effective and entrepreneurial Board; A yearly planner is reviewed at each Board meeting to ensure the most important and current topics are discussed at meetings throughout the year. The Board’s main activities throughout the year are detailed on pages 72 to 73. B. Purpose and Culture The Board’s agenda is set by the Chairman and deals with those matters relating to the Group’s strategic plan, risk appetite, and systems of internal control and corporate governance policies. The Board held a strategy meeting in April 2020 and met for a two day strategy event in October 2020 to consider the Group’s strategy. The Board regularly reviews the Chief Risk Officer conduct report, providing insight into culture across the organisation and helping to ensure behaviours throughout the business align with the company’s purpose, values and strategy. Furthermore, the Board is responsible for overseeing implementation of the group- wide diversity and inclusion policy which applies to all individuals directly employed by the Group and forms the basis of engagement with customers and suppliers. Board members participate in site visits enabling them to meet with employees and gain first-hand insight into culture in the various business divisions. The Chairman, Group Chief Executive and Group Chief Financial Officer have also hosted virtual town hall events throughout the year. Additionally, when the Board is considering entering a new market or business area, culture plays a major part in discussions and Board members remain conscious of the need to embed the company’s inclusive culture in any new business. Building an inclusive culture enables innovation, better decision making and embodiment of our three behaviours: straightforward, collaborative and purposeful. Further information on the purpose of the company is provided on page 6. C. Resources and controls Matters delegated to the Group Chief Executive include managing the Group’s business in line with the strategic plan and approved risk appetite, and responsibility for the operation of the internal control framework. The Group Risk Committee assists the Board in the oversight of the risks to which the Group may be exposed and provides the Board with strategic advice in relation to current and potential future risk exposures. The risk management framework supports the informed risk taking by our businesses, setting out those rewarded risks that we are prepared to be exposed to and the risks that we want to avoid. Further information on risk management can be found on pages 40 to 47. D. Stakeholder engagement Board members take an active role in engaging with shareholders and wider stakeholders. Further information on the Board’s engagement with stakeholders can be found on pages 64 to 67. Board members receive feedback at each Board meeting from Lesley Knox on her role as designated workforce director and periodic feedback from the employee Voice survey enabling them to assess and monitor culture. E. Workforce engagement In addition to Board members’ site visits, the designated workforce director meets with employees of various grades and across business divisions throughout the year, enabling visibility of workforce policies and practices across the organisation and how these align with the company’s values and the Group’s behaviours. There is a whistleblowing hotline available for any members of the workforce who wish to raise any concern of wrongdoing in the workplace. The Board has oversight of whistleblowing and routinely receives reports arising from its operation. Additionally, employees are encouraged to share their views through the Voice survey and with the designated workforce director. Further details are available on page 69. 2. Division of responsibilities F. Role of the Chairman The Chairman sets the agendas for meetings, manages the meeting timetable and encourages an open and constructive dialogue during meetings, inviting the views of all Board members. G. Composition of the Board In addition to the Chairman, the Board comprises seven independent non-executive directors and two executive directors. The roles of the Chairman and Group Chief Executive are clearly defined and the role profiles are reviewed as part of the annual governance review undertaken by the Board. Sir John Kingman, the Chairman, is responsible for leading the Board while Nigel Wilson, Group Chief Executive, is responsible for the day-to-day management of the company within the parameters of the strategy set by the Board. Sir John Kingman was identified by the directors as being independent on appointment. H. Role of the non-executive directors The non-executive directors’ engagement with management, constructive challenge and contribution to Board discussion are assessed as part of the Board’s annual effectiveness review. The non-executive directors’ letters of appointment set out the time commitment expected from them. At times, this time commitment may go beyond that set out in the letter of appointment and is therefore reviewed regularly. External commitments, which may have an impact on existing time commitments, must be agreed in advance with the Chairman and approved by the Nominations and Corporate Governance Committee under its delegation from the Group Board. In addition, the policy for the identification and management of directors’ conflicts of interest is reviewed on an annual basis. The significant commitments of each of the directors are included in the Board biographies on pages 58 to 59. The Chairman’s commitments were considered as part of his appointment and the Board agreed that he had no commitments that were expected to have a negative impact upon his time commitment to the company. This is kept under review. I. Role of the Company Secretary Procedures are in place to ensure that Board members receive accurate and timely information via a secure and electronic portal and all directors have access to the advice of the Group General Counsel and Company Secretary as well as independent professional advice at the expense of the company. 3. Composition, succession and evaluation J. Appointments to the Board and succession planning The Nominations and Corporate Governance Committee is responsible for assessing the composition of the Board and, in making recommendations for appointments to the Board, the Committee considers the balance of skills, experience and knowledge needed in order to enhance the Board and support the company in the execution of its strategy. The Nominations and Corporate Governance Committee is responsible for succession planning and leading the process of appointing new directors to the Board. Details of the work undertaken by the Nominations and Corporate Governance Committee are set out on pages 78 to 81. K. Skills, experience and knowledge of the Board The Nominations and Corporate Governance Committee is committed to ensuring that all appointments are made on merit having evaluated the capabilities of all potential candidates against the requirements of the 76 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Board, with due regard for the benefits of all types of diversity, including diversity of gender, social and ethnic backgrounds, cognitive and personal strengths. Further details of the appointments undertaken during the year can be found on page 79 and a summary of the Board’s policy on diversity and inclusion can be found on pages 80 to 81. L. Board evaluation The Board undergoes an externally facilitated evaluation every three years. An external Board evaluation was undertaken during 2020. Details of this external evaluation and an update on the progress against the recommendations from the 2019 externally-facilitated internal evaluation are set out on page 75. To ensure that the evaluation process is independent, robust and meaningful, the Board undertook a tender process for the evaluation provider in June, following which, the 2020 evaluation was facilitated by Independent Board Evaluation (IBE). Sir John Kingman’s performance is appraised as part of this annual review, as well as the effectiveness of both the non-executives and the executive team. All directors were subject to shareholder election or re-election at the 2020 Annual General Meeting (AGM) and all directors received over 97% votes in favour of their re-election. All directors will be subject to shareholder election or re-election at the 2021 AGM, aside from Julia Wilson who reached her nine year tenure as non-executive director of the company in December 2020 and so will be stepping down from the Board on 31 March 2021. 4. Audit, risk and internal control M. Internal and external audit The Audit Committee comprises six independent non-executive directors and the Board delegates a number of responsibilities to the Audit Committee, including oversight of the Group’s financial reporting processes and internal control, and the work undertaken by the external and internal auditors. The Committee also supports the Board’s consideration of the company’s viability statement and its ability to operate as a going concern. The Audit Committee chair provides regular updates to the Board on key matters discussed by the Committee. N. Fair, balanced and understandable assessment The Strategic report, located on pages 1 to 55, sets out the performance of the company, the business model, strategy, and the risks and uncertainties relating to the company’s future prospects. The 2020 Strategic Report includes a wide-ranging review and consideration of the impact of Covid-19 on both the Group and its stakeholders. When taken as a whole, the directors consider the annual report is fair, balanced and understandable and provides information necessary for shareholders to assess the company’s performance, business model and strategy. O. Risk management and internal control framework The Board sets the company’s risk appetite and annually reviews the effectiveness of the company’s risk management and internal control systems. A description of the principal risks facing the company is set out on pages Board and Committee meetings attendance during 20201 44 to 47. Page 43 sets out how the directors have assessed the prospects of the company, over what period they have done so and why they consider that period to be appropriate (the ‘viability statement’). The Group Risk Committee considers assessments of the Group’s current risk profile and emerging risk factors, facilitated by the Group Chief Risk Officer. The activities of the Group Risk and Audit Committees are set out on pages 82 to 87. 5. Remuneration P. Remuneration policies and practices The company aims to reward employees fairly and its remuneration policy is designed to promote the long-term success of the company whilst aligning the interests of both the directors and shareholders. An updated remuneration policy was approved by shareholders at the 2020 Annual General Meeting. The directors’ remuneration policy is set out on pages 94 to 95. Q. Executive remuneration The Remuneration Committee is responsible for setting the remuneration for all executive directors. No director is involved in deciding their own remuneration outcome. R. Remuneration outcomes and independent judgement Details of the composition and the work of the Remuneration Committee are set out in the Directors’ report on remuneration on pages 88 to 113. UK Corporate Governance Code A full version of the Code can be found on the Financial Reporting Council’s website. Please visit: frc.org.uk Director Appointment date Chairman and executive directors Sir John Kingman2 24 October 2016 N D Wilson J Davies K Procter3 1 September 2009 9 March 2017 9 March 2017 M Scrimgeour3 2 September 2019 Non-executive directors J Wilson5 H Baldock P Broadley L Knox G Lewis T Strauss R Lewis4 9 November 2011 4 October 2018 8 July 2016 1 June 2016 1 November 2018 1 January 2017 18 June 2020 Committee appointments Board (8) Audit Committee (5) Nominations and Corporate Governance Committee (4) Remuneration Committee (5) Group Risk Committee (5) Technology Committee (5) 8/8 8/8 8/8 7/7 7/7 8/8 8/8 8/8 8/8 8/8 8/8 4/4 4/4 3/4 4/4 4/4 4/4 4/4 4/4 2/2 4/5 5/5 5/5 5/5 5/5 5/5 5/5 5/5 5/5 5/5 5/5 5/5 5/5 3/3 4/5 5/5 5/5 5/5 5/5 5/5 3/3 1. Attendance at meetings in accordance with the formal schedule of meetings. 2. Attends all Audit, Remuneration and Group Risk Committee meetings as an invitee. 3. Kerrigan Procter and Michelle Scrimgeour resigned from the Legal & General Group Plc Board on 26 November 2020. 4. Ric Lewis was appointed to the Legal & General Group Plc Board on 18 June 2020. 5. Unable to attend May Committee meetings due to prior commitment that was unable to be moved. Committee membership key  Audit   Technology   Nominations and Corporate Governance  Remuneration   Risk   Committee Chairman Committed to the highest standards Legal & General Group Plc Annual Report and Accounts 2020 77 Nominations and Corporate Governance Committee report Our ambition is to create an inclusive culture at Legal & General, where we can all perform at our best, no matter who we are. We believe not only that this is the right thing to do, but also that this aim is consistent with our objective around inclusive capitalism.” Sir John Kingman Chairman • Reviewing the criteria for identifying and nominating candidates for appointment to the Board based on the specification for a prospective appointment including the required skills and capabilities. Identifying and nominating for approval of the Board, candidates to fill Board vacancies as and when they arise, taking into account other demands on directors’ time. • • Reviewing the time commitment required from non-executive directors and assessing the non-executive directors’ other significant commitments to ensure that they continue to be able to fulfil their duties effectively. • Overseeing and monitoring the company’s corporate governance framework, ensuring compliance with the UK Corporate Governance Code while promoting the highest standards of corporate governance across the Group. The role of the Committee The Committee has overall responsibility for leading the process for new appointments to the Board. It also ensures that these appointments bring the required skills and experience to the Board to support the Board’s role in the development and oversight of the Group’s strategy. As part of this, the Committee reviews the structure, size and composition of the Board to ensure the Board is made up of the right people with the necessary skills and experience whilst striving to achieve a Board composition that promotes diversity of thought and approach. The Committee’s key responsibilities are: • Regularly reassessing the structure, size and composition of the Board and recommending any suggested changes. • Considering succession planning for directors and other senior executives. This takes into account the promotion of diversity and inclusion, the challenges and opportunities facing the company, and the skills and expertise needed by the Board in the future. In addition, the Committee ensures the continued ability of the company to compete effectively in the market place. Sir John Kingman Chairman The composition of the Committee The Committee is composed of the Group Chairman and all the independent non-executive directors. The table below sets out the Committee membership during the year. The Group Chief Executive and Group HR Director may be invited to attend meetings where this may assist the Committee in fulfilling its responsibilities and, most notably, in relation to executive appointments and succession planning. Members Sir John Kingman Henrietta Baldock Philip Broadley Lesley Knox George Lewis Ric Lewis Toby Strauss Julia Wilson In line with our conflicts of interest management policy, directors are asked to absent themselves from any discussions relating to their own reappointment or succession. The Committee’s terms of reference, which set out full details of the Committee’s responsibilities, can be viewed on our website: www.legalandgeneralgroup.com/ about-us/corporate-governance/ 78 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance How the Committee spent its time in 2020 During 2020 the Committee has focused in particular on the recruitment of the two new non-executive directors, Ric Lewis, who joined the Board in July 2020, and Nilufer von Bismarck OBE, whose appointment was announced in November 2020 and who will join the Board in May 2021. The biographies of these two new non-executive directors are set out on page 59 and show the strength and depth of skills and experience they bring to the Board. The process involved in these non-executive director appointments was as follows: The process for the appointment of new non-executive directors Role requirements Process Search Recruitment A specification was prepared for the role of non-executive director, specifying the skills, knowledge, experience and attributes required. A strong understanding of the financial services industry was considered essential in order for the appointee to contribute broadly to Board debate. Provided an individual had the relevant skills, previous Board experience was not a necessity. As part of Board succession planning, the Committee agreed in 2019 to commence a recruitment process to identify a suitable candidate for a new non-executive director. After a tender process, Spencer Stuart, an external search consultant, was engaged to facilitate the search and selection process. Potential candidates identified were assessed against the role specification, merit and with due regard for the benefits of all forms of diversity on the Board, including gender and ethnicity. Candidates were then shortlisted for interview. Interviews focused on each candidate’s skills and experience for the role. Following interview by the Chairman, the Group Chief Executive and the Group HR Director, a number of candidates progressed to meet other Board members. All were appropriate for appointment based on their skills and experience. Two of the candidates indicated that they were keen to join the Board and the Committee agreed that those candidates should be recommended to the Group Board for appointment to the Board. The Board approved the two appointments. Ric’s appointment took effect on 18 June 2020. Nilufer’s appointment was announced on 26 November 2020 and will take effect from 1 May 2021. In 2019 the Board undertook an assessment of the skills and competencies required for non-executive roles for the Board to effectively develop and oversee the Group’s strategy and the identification of any gaps which could be filled to enhance the Board’s future performance. The Committee determined that the company had a strong Board that was sufficiently able to manage the demands of the Group, but it would be useful to bolster the Board further in certain areas contemplated by the Group’s five-year strategic plan. In addition, the Committee discussed that the Board would benefit from further diversity, including ethnic diversity. In 2020, the Board progressed these discussions and recruited two new non-executive directors, both of whom add valuable experience to the Board in financial services but also in sectors in which the company’s exposure is increasing, such as real estate. The two new non-executive directors also add additional diversity to the Board. Further detail on our Group Board diversity is detailed in the charts on page 81. The Board, as part of a continued focus on achieving best practice in governance, decided in 2020 to streamline executive representation on the Board to ensure there was always a substantial majority of independent non-executive directors. As such, from November 2020 only the Group CEO and Group CFO sit on the Board as executive directors. Kerrigan Procter, Chief Executive LGC, and Michelle Scrimgeour, Chief Executive LGIM, who were previously also executive directors of the Board, have continued in their executive roles. The Committee has continued to focus on contingency, medium-term and long-term succession planning for the executive and senior management, with particular emphasis on leadership succession and capabilities evaluation. The Committee discussed in particular how the Executive Committee had worked together in response to the challenges posed by the Covid-19 pandemic. Following Committee discussions early in the year on executive succession, a number of changes were made to our executive team in September 2020, including the announcement of the appointment of Chris Knight as Chief Risk Officer and Andrew Kail, joining from PwC, as CEO of LGRR. In addition, later this year Laura Mason, currently Chief Executive, Legal & General Institutional Retirement (LGRI), will succeed Kerrigan Procter as Chief Executive, Legal & General Capital. Kerrigan Procter will be moving to a new role as President of Asia, Legal & General Group. We will run a formal recruitment process to identify Laura’s successor as Chief Executive, LGRI. The Group aims for long integration periods for senior executive roles to ensure well-planned and appropriate handovers and this set of changes to the executive team will follow that planned long integration approach. Nominations and Corporate Governance Committee report Legal & General Group Plc Annual Report and Accounts 2020 79 Nominations and Corporate Governance Committee report continued The Committee also discussed succession planning for the Senior Independent Director (SID), a position currently held by Julia Wilson. Julia has served a nine-year term on the Board and so will step down on 31 March 2021. Philip Broadley, our Audit Committee chair, will take over from Julia as SID. Philip’s four years of experience on the Board and as Audit Committee chair will position him well to fulfil the duties of SID. When considering Philip’s appointment as SID, the Committee thought carefully about the time commitment required to undertake both this role, the role of Audit Committee Chair and his other external commitments. The Committee satisfied itself that Philip had sufficient time to fully commit to both roles. The Committee is responsible for evaluating the independence of all non-executive directors and undertakes an annual review of each non- executive director’s other interests. The Board, on the recommendation of the Committee, is satisfied that each non-executive director serving at the end of the year remains independent and continues to have sufficient time to discharge their responsibilities to the company. As Julia Wilson has served on the Board for nine years, her continued independence was subject to a more rigorous review in 2020. Committee members considered Julia’s external interests and other relationships which could materially interfere with her ability to exercise independent judgement. It was concluded that there were no circumstances which would affect Julia’s ability to act in the best interest of the company and that her length of tenure had no detrimental impact on her level of independence. The Committee is also responsible for overseeing and monitoring the Group’s corporate governance framework which includes the following activities: • Monitoring the Group’s compliance with the UK Corporate Governance Code. • Promoting the highest standards of corporate governance across the Group. • Considering and approving directors’ additional external appointments, taking into account other demands on directors’ time. • Ensuring that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings. • Overseeing the process for ensuring that non-executive directors have tailored induction programmes on appointment and on-going development programmes, including regular Executive Business Awareness sessions, designed to maximise their effectiveness. • Overseeing the process by which the Board, each Committee and individual directors assess their effectiveness (including the use of an external facilitator periodically, as well as self-assessment) and report to the Board on the findings and recommendations. Details of the Group’s compliance with the UK Corporate Governance Code have been provided on pages 76 to 77. Our approach to diversity and inclusion Our ambition is to create an inclusive culture at Legal & General, where we can all perform at our best, no matter who we are. We believe not only that this is the right thing to do, but also that this aim is consistent with our objectives around inclusive capitalism. There is a clear commercial logic as well as a compelling moral case for this, and it underpins the actions we take to improve diversity and inclusion across the organisation. 1. Building a diverse and inclusive Board An effective Board is one that embodies diversity of thought and background, and one which reflects our people as well as the businesses and communities our organisation serves. Ensuring appropriate diversity in Board composition with the right mix of skills and experience has been a key focus for the Committee during the year. We are committed to improving ethnic minority representation on our Board. Our appointment of Ric Lewis in 2020, and the arrival of Nilufer von Bismarck in May 2021, brings to the Board significantly greater diversity of ethnicity, in line with our Board Diversity Policy and the recommendations of the Parker Review. The Board continues to support Lord Davies’ and the Hampton-Alexander voluntary targets, namely for a third of all Board members in FTSE 350 companies to be women by 2020. As at 31 December 2020, our Board comprised 30% women and 70% men. We are committed to increasing the number of women on our Board further and will address our current position as soon as possible. The chart on the following page demonstrates the Board’s current position. 2. Gender diversity and an inclusive Senior Leadership Team A diverse Senior Leadership Team is as important as a diverse Board, because we believe that executive decision-making is more effective if it takes into account a wider range of views and opinions. Therefore, we continue to hold ourselves to the stretching aspirational targets we set in 2017, to be achieved by the end of 2020: 1. 50% female representation across our total population. 2. 40% female representation at middle/senior management level. As of 31 December 2020, female representation across the group stood at 45% and at 35% at the middle/senior management level. Our Executive Committee comprises 27% women and 73% men, with two of our five operating businesses led by a female CEO. Whilst it is disappointing not to hit the targets we set ourselves, we continue to take practical and purposeful steps towards redressing imbalance, including: • Reinforcing our inclusive hiring practices (such as balanced shortlists and diverse interview panels) and broadening our focus to allow us to address other areas of under- representation beyond gender. • Continued rollout of a digital, strengths-based assessment tool to reduce bias in talent management decisions. • Expansion of family-friendly, agile working practices. • Additional investment in training for line managers and leaders, helping them build new skills for leading inclusive teams where everyone can perform at their best. • Provision of wellbeing resources including access to a backup network for child, adult and elder care; and • Ongoing external validation and benchmarking through the Women in Finance Charter, the Bloomberg Gender Equality Index and Hampton Alexander Review. In 2020, we were awarded the Citywire Gender Diversity ‘Judges choice’ Award. This accolade was awarded for our stewardship work on gender diversity and leading position on ethnicity, as well as for the female representation in businesses at the board and executive levels and across other senior roles. Full gender data for our management teams and all employees is available on page 54. 80 Legal & General Group Plc Annual Report and Accounts 2020 Governance 3. Broadening the diversity & inclusion agenda across our organisation 2020 threw into sharp relief the need for continued focus, investment and action to address structural inequality and disadvantage within our organisations and across society. During the year, we spent time listening to our people, exploring external perspectives and reaffirming our commitment to building a diverse and inclusive business. To reflect the importance of creating a diverse and inclusive business, at the end of 2020, we established our Global Diversity and Inclusion Council which reports to our Group Executive and Group Board, through the Nominations and Corporate Governance Committee. It is chaired by Laura Mason, CEO of our Institutional Retirement business and our Global Diversity and Inclusion Sponsor, and comprises senior leaders from across our divisions and geographies alongside Jeff Davies (Group CFO), Emma Hardaker-Jones (Group HR Director) and Michelle Scrimgeour (CEO, LGIM). The Council is tasked with defining and driving an ambitious agenda for D&I across the Group. It regularly reports to the Nominations and Corporate Governance Committee. The Board is responsible for overseeing the implementation of our Group-wide diversity and inclusion policy. This policy applies to everyone directly employed by the Group and forms the basis of our engagement with our clients, suppliers and other third-party providers. Our standards include: • We will be fair and transparent, and treat our people with integrity and openness. We will be respectful of differences and we will not tolerate behaviour that marginalises, disadvantages or devalues others. • We will aim to build a workforce that reflects the diverse communities we serve. We will invest in our hiring processes so we can attract a more diverse pool of people, and we will tackle barriers that prevent us from attracting and retaining more diverse talent. • We will create an inclusive environment where people feel comfortable sharing their opinions and feel like they belong. We will encourage our people to embrace difference, to listen to other points of view, and work together to achieve the best outcome. • We will ensure that everyone across Legal & General understands their responsibilities in driving an inclusive and diverse culture and the opportunities it can bring. We will develop a clear governance framework and use data and insights to shape our actions, measure our progress, and drive accountability. Governance The Committee only engages executive search firms that are signatories to the Voluntary Code of Conduct for Executive Search Firms, which promotes gender diversity and best practice for corporate board searches. During the year, the company engaged Spencer Stuart, which is a signatory to this Code. This search firm has no other connection to the company or individual directors. The Committee briefs the search firm to ensure that the pool of candidates presented includes a diverse range of candidates with an appropriate range of experience, knowledge and background, and who demonstrate independence of approach and thought. As detailed on page 79, this process was followed for the recruitment of our new non-executive directors appointed in 2020. Diversity Gender As at 31 December 2020 the Board comprised: 30% Women 70% Men Tenure Once [x] joins the Board in 2021 the Board will comprise: As at 31 December 2020 the length of tenure of the non-executives varies: 36% Women 20% Over six years 64% Men 50% Between three and six years 30% Between zero and three years Ethnicity As at 31 December 2020 the Board comprised individuals from the following ethnic groups: 10% Black 90% White As at 1 May 2021 the Board will comprise individuals from the following ethnic groups: 10% Asian 10% Black 80% White Finding what you need online We have published our gender pay gap data which can be found online at www.legalandgeneralgroup.com/ investors/results-reports-and- presentations/ A summary is available on page 54 of this report. Nominations and Corporate Governance Committee report Legal & General Group Plc Annual Report and Accounts 2020 81 Audit Committee report Audit Committee focus for 2020 The Audit Committee met five times in accordance with its annual plan and additional informal meetings were arranged as necessary. In line with its purpose, the Committee’s time over the course of the year was spent in consideration of: • Response to the outbreak of Covid-19 and the resilience of operational and financial controls in a remote working environment. • The integrity of the company’s financial statements and Solvency II disclosures, including consideration of the viability statement and going concern assessments. • Key accounting, financial reporting and actuarial areas of judgement. • The adequacy and effectiveness of our systems of internal control, including whistleblowing; and • The effectiveness, performance and objectivity of both the internal and external audit functions including an externally facilitated review of the Group Internal Audit function. The global outbreak of Covid-19 has had a profound impact on society. Quite rightly, the Committee has spent a large proportion of its time addressing the risks and issues the pandemic has caused our business. This has included work on understanding the impact of the pandemic on both the asset and liability sides of our balance sheet, as well as the resilience of our control environment under remote working conditions. It is important that we continue to monitor all aspects of the control environment as we navigate our way through these unprecedented times. Additionally, as implementation draws closer, the Committee has continued to focus on the company’s preparedness for IFRS 17. While our work has primarily remained in respect of ensuring plans are in place to meet the new financial reporting requirements, the focus has begun to shift to more detailed consideration of the modelling, methodologies and assumptions used to calculate insurance liabilities and the impact of transition, and we expect that increased focus to continue through this coming year. Effectiveness reviews During the year, the Financial Reporting Council’s Audit Quality Review Team (‘AQRT’) reviewed KPMG’s audit of the Group’s 2019 financial statements as part of their annual inspection of audit firms. The Audit Committee received and reviewed the final report from the AQRT, which indicated that there were no significant areas of concern. Philip Broadley Chairman of the Audit Committee The composition of the Committee The Committee is composed entirely of independent non-executive directors. The table below sets out its membership during the year. Members Philip Broadley Henrietta Baldock Lesley Knox George Lewis Toby Strauss Julia Wilson Other regular attendees at Committee meetings include the following: Group Chairman; Group Chief Executive; Group Chief Financial Officer; Group Chief Risk Officer; Director of Group Finance; Group Chief Internal Auditor; Legal & General Retirement Finance Director; Group Actuary; Chief Tax Officer; Representatives of the external auditor, KPMG LLP. Letter from the Chairman Dear Shareholder I am pleased to present the Audit Committee report for the year ended 31 December 2020. The report explains the work of the Committee during the year and meets the disclosure requirements set out in the 2018 UK Corporate Governance Code (the ‘Code’). The Code requires that the Audit Committee must operate effectively and efficiently and that its members have a balance of skills and experience to deliver its responsibilities. There were no changes to the membership of the Committee during the year. The members of the Audit Committee have a wide range of experience, including as executives in the financial services and other sectors, as non-executive directors, and as board members responsible for financial reporting. The Board considers that I meet the requirements of the Code in having recent and relevant financial experience, as do other members of the Committee. It is worth highlighting that all members of the Committee are also members of the Risk Committee, which ensures that there is appropriate identification and management of any issues that are relevant to both committees. The Audit Committee meets regularly and privately with each of the external auditor and the Group Chief Internal Auditor. These meetings allow for regular and open dialogue of any issues relevant to the Committee’s work. Audit Committee members also meet regularly with management outside of formal Committee meetings to discuss topical issues and maintain their understanding of the Group’s businesses. 82 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance In collaboration with the Risk Committee, the Audit Committee also reviews the disclosures to be made in relation to internal control and risk management, as well as the principal risks and uncertainties. The significant accounting issues considered in relation to the 2020 financial statements are detailed on page 84. Robust year-end governance processes are in place to support the Audit Committee’s considerations which include: • Ensuring that all of those involved in the preparation of the company’s annual report have been appropriately trained and fully briefed on the ‘fair, balanced and understandable’ requirements. Internal legal verification of all factual statements, and descriptions used within the narrative. • • Regular engagement with and feedback from senior management on proposed content and changes. • Feedback from external advisors (corporate reporting specialists, remuneration and strategic reporting advisors, external auditor) to enhance the quality of our reporting; and • Early opportunity for review and feedback on our annual report by Audit Committee members. Across global markets and all areas of society, the Covid-19 outbreak has brought with it increased levels of both volatility and uncertainty. While Legal & General has been able to remain robust and resilient as an organisation through 2020, the pandemic has impacted areas of our business, as well as our employees and other key stakeholders in multiple ways. A key area of the Committee’s focus has been on ensuring that the disclosures in the Group’s half year financial statements and annual report and accounts appropriately reflect the impacts of Covid-19, as well as how the Group has responded to and mitigated those impacts, both financially and operationally. The Audit Committee, having completed its review, recommended to the Board that, when taken as a whole, the 2020 annual report is fair, balanced and understandable, and provides the information necessary for shareholders to assess the company’s position and performance, business model and strategy. The Audit Committee, together with the Risk Committee, reviewed the key assumptions and methodologies of the risk-based capital model as well as related Solvency II disclosures. In May the Committee received a report from PwC following an external quality assessment of the Group Internal Audit (GIA) function. As a Committee it is important for us to have an effective GIA function that we can place reliance on. PwC rated GIA as a mature and high- performing internal audit function, with excellent alignment to the business and a strong and embedded culture of ambition and continuous improvement. This external review confirmed the Committee’s own assessment of the quality of GIA. The Committee’s performance was externally evaluated by Independent Board Evaluation in December 2020. The Committee identified two actions as part of its evaluation: undertaking a review of the Committee’s composition to ensure that the Committee operated as efficiently and effectively as possible, and enhancing the Committee’s engagement with both Group Internal Audit and KPMG. I am pleased to report that the Committee continues to operate effectively. Looking ahead to the coming year, Covid-19 continues to have a profound reach and impact, and I expect it to act as a key area of focus for the Committee, as it seeks to anticipate the pandemic’s impact on controls, customers and critical accounting judgements. The information on the following pages sets out in detail the activities of the Committee during the year. I hope that you will find this report useful in understanding our work and I welcome any comments from shareholders on my report. Philip Broadley Chairman of the Audit Committee The Audit Committee’s terms of reference, which set out full details of its responsibilities, can be viewed on our website www.legalandgeneralgroup.com/ about-us/corporate-governance/ group-board-committees/ How the Audit Committee spent its time in 2020 The Audit Committee is a Board Committee with governance responsibilities that include the oversight of financial disclosures and corporate reporting. The Board has delegated to the Audit Committee the following principal responsibilities to assist the Board in discharging its responsibilities with regard to monitoring the integrity of the Group’s financial statements, monitoring the effectiveness of the internal control (including financial internal control) framework and overseeing the independence and objectivity of the internal and external auditors. The Audit Committee is also responsible for advising the Board on whether the annual report and accounts, taken as a whole, are fair, balanced and understandable and for reviewing the basis on which the Board provides the viability statement and going concern assessment. These considerations have been factored into our year-end processes. Percentage of time allocated to specific agenda items 53% Accounting and financial reporting, including areas of judgement, and reporting developments 12% External audit 14% Internal audit 14% Internal controls 7% Other (including governance) The Audit Committee has an annual work plan aligned with the financial reporting cycle of the company. The Audit Committee’s activities fall into three principal areas: • Accounting and financial reporting. • • Internal and external audit. Internal control. Accounting and financial reporting The Audit Committee reviews the appropriateness of the half year and annual financial statements, which it carries out with both management and the external auditors. This review includes ensuring that the annual report and accounts, taken as a whole, are fair, balanced and understandable, as well as covering compliance with disclosure requirements and the material areas in which significant judgements had been applied. Audit Committee report Legal & General Group Plc Annual Report and Accounts 2020 83 Audit Committee report continued During the year, the Audit Committee has continued to keep abreast of significant and emerging accounting developments, and the Audit Committee regularly considers the progress of the projects to implement new standards, particularly IFRS 17, and the key judgements relating to their implementation, including the expected impacts on results and the approach to transitional disclosures. Issue Committee’s response Valuation of non-participating insurance contract liabilities – retirement: The Committee evaluated the significant judgements that have an impact on the valuation of non-participating insurance liabilities for retirement products. This included considering: The non-participating insurance liabilities for retirement products are significant in size and their estimation is inherently judgemental. Valuation interest rates – which are used to discount the liabilities. These are sensitive to judgements made, for example, on credit default of the backing assets, as well as the investment data used to calculate the internal rate of return. The Committee focused on management’s proposed changes to reserving assumptions, other modelling changes, and the determination of the credit default assumption. This included analysis of internal historic data and external market experience, including consideration of Brexit outcomes. Longevity assumptions – which estimate how long policyholders receiving annuity payments will live. The challenge around the setting of longevity assumptions was a particularly significant area for review as the judgements could be expected to have a material impact on the Group’s results. The Committee considered the effectiveness of the controls over the accuracy and completeness of the data used in determining the longevity assumption and the validity of independent industry data supporting those assumptions. The Committee also reviewed available data illustrating recent trends in mortality experience in the UK population and the mortality experience on different blocks of our business. The Committee concluded that the retirement insurance contract liabilities are appropriate for including in the financial statements, reflecting the asset risks and the available data on policy holder longevity. The Group has continued to increase its exposure to complex investments, in line with its strategy and risk appetite. The valuation of these investments, including property assets, lifetime mortgages, and private credit, requires the use of complex models and management judgement. The Committee seeks to ensure that the valuation process for these investments is robust. During 2020, Covid-19 notably increased the volatility within asset markets, and this has driven an increased focus by the Committee on asset valuations, particularly non-traded harder to value assets. Given the diversity of our asset portfolio, the impact has been varied with certain asset classes and market sectors more exposed to the impact of Covid-19 than others. The Committee reviewed the processes and controls over investment valuations, the additional activities and governance that have been undertaken as a result of Covid-19, and in particular the valuation uncertainty policies and governance which included management’s assessment of valuation uncertainty by asset type. The Committee concluded that there are appropriate controls surrounding the valuation of complex assets and that they are valued appropriately for inclusion in the financial statements. The Committee has reviewed the methodology for calculating reserves including the allowance made for payments to and from reassurance counterparties. The assumptions for the rate of future mortality and morbidity (how many customers will die or become ill during the policy term) and persistency (how many customers will discontinue cover) are based on the company’s internal experience and use judgement about how experience may vary in the future. During 2020, the Committee has spent additional time reviewing the findings and judgements in respect of the mortality experience of our UK and US books as a result of Covid-19. The Committee reviewed the assumptions and the expected level of prudence taking into account market benchmarking, internal experience studies and the reassurance structures. The Committee also considered the internal control environment in place to control the valuation models. The Committee concluded that the insurance liabilities of the Insurance division are appropriate for inclusion in the financial statements. Valuation of complex investments: Mark to model investments can involve significant judgement and can produce valuation challenges for investments in new classes. Mark to model valuations inherently include assumptions that lead to the existence of a range of plausible valuations for financial instruments (known as valuation uncertainty). Certain assets are subject to a higher degree of valuation uncertainty, particularly where valuations are modelled using no market inputs or the valuations are affected by other factors such as the illiquidity of the asset. Valuation of non-participating insurance liabilities – insurance: The non-participating insurance liabilities for protection contracts are an important driver of the profitability for this line of business and require judgements to be made regarding the assumed rates of mortality and persistency. The company makes extensive use of reassurance to reduce mortality risk. Internal control The Board has delegated responsibility for reviewing the effectiveness of the Group’s systems of internal control to the Audit Committee. The Audit Committee has the primary responsibility for the oversight of the Group’s system of internal controls including controls over financial reporting and the work of the internal audit function. The Audit Committee, in collaboration with the Risk Committee, seeks to ensure that the Group operates within a framework of prudent and effective controls that allow risk to be identified, assessed and managed. The Audit Committee has completed its review of the effectiveness of the Group’s system of internal control policies and procedures, during the year and up to the date this report was approved, in accordance with the requirements of the Guidance on Risk Management, Internal Control and related Financial and Business Reporting published by the FRC. During this review, the Audit Committee did not identify any weaknesses which were determined to be significant to the preparation of the financial statements. Where areas for improvement were identified, processes are in place to ensure that the necessary actions are taken and progress is monitored by the Audit Committee. A significant area of focus in the Committee’s assessment of the overall effectiveness of the control environment was the impact of Covid-19 and the move to remote working. The Committee received regular reports during the year on the various impacts of remote working, the associated risks and the mitigating actions undertaken by management to maintain resilience across the control environment. The Committee has recognised the changing nature of risks and impacts associated with remote working during the year, moving from those of more technological and operational nature during the initial lockdowns to more complex impacts on culture as a result of 84 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance employees becoming potentially ‘disconnected’ from their teams and the wider organisation. The Committee noted the extensive work that has been undertaken at an individual, team and organisational level to mitigate this risk and the positive impact that this work has had, evidenced through employee engagement scores. Internal Audit The Audit Committee monitored and reviewed the scope, extent and effectiveness of the activity of the Group internal audit function. In particular, the Audit Committee evaluates the alignment of the internal audit plan with the Group’s key risks and strategy. The Group Chief Internal Auditor has a standing agenda item at each Audit Committee meeting to update the Audit Committee on audit activities, progress of the audit plans, the results of any unsatisfactory audits and the action plans to address these areas. Despite the challenges that Covid-19 presented to the business, as well as the move to a remote working environment, Internal Audit were able to undertake all the audits within their Internal Audit Plan, including some additional reviews as a result of Covid-19, as approved by the Committee, completing 119 audits in 2020. There was a particular focus on key themes including: the effectiveness of the control framework in a remote working environment, cyber/data management and governance, financial control framework, digital business and regulatory change, conduct risk, financial management and control, model risk, outsourcing/vendor management and economic and political volatility. The external auditor The Audit Committee has the primary responsibility for overseeing the relationship with, and performance of the external auditor. This includes making recommendations for their appointment, re-appointment, removal and remuneration. Appointment The Audit Committee is cognisant of the requirements governing the appointment of an external auditor, notably the requirements of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Uses of Competitive Tender Process and Audit Committee Responsibilities) Order 2014, including requirements for mandatory audit firm rotation. The company confirms that it has complied with such requirements for the financial year under review. KPMG were appointed as the Group’s external auditors with effect from the financial year ended 31 December 2018. Performance The Audit Committee assesses the effectiveness of the external auditor against the following criteria: • Provision of timely and accurate industry specific and technical knowledge. • Maintaining a professional and open dialogue with the Audit Committee Chair and members at all times. • Delivery of an efficient audit and the ability to meet objectives within the agreed timeframes. • The quality of its audit findings, management’s response and stakeholder feedback. The Audit Committee receives regular reports from the external auditor on audit findings and significant accounting issues. In 2020, the Audit Committee continued to focus on the external auditor’s assurance work on the financial control environment, as well as their conclusions on the significant accounting issues noted above. The move to remote working as a result of Covid-19, both for the Legal & General teams as well as those of KPMG, has created additional complexity for efficient and effective external audit work. The Committee has noted the flexing of audit approach and timetabling to address this additional complexity, and has confirmed with KPMG that they have been able to perform their audit with the same rigour, quality, and indeed efficiency, as would normally be expected. The Chair of the Audit Committee regularly meets the external auditor throughout the course of the year. The Audit Committee also meets the external auditor in private throughout the year. The Audit Committee reviews and approves the terms of engagement of the external auditor and monitors its independence. This includes overseeing the engagement of the external auditors for non-audit work. The non-audit services policy prohibits the auditor from providing, amongst others, the following services: • Tax advice and compliance. • Management or decision making. • Book-keeping and preparing accounting records or statements. • Design or implementation of internal controls. • Valuation. • Legal, internal audit or human resources. • Those linked to financing capital structure or allocation or investment strategy. • Promoting, dealing in or underwriting share issues. • Payroll services. Remuneration In 2020, the group spent £1.2 million on non-audit services provided by KPMG. It spent a further £1.4 million on audit-related services required by legislation, which is excluded from any calculation of the ratio of non-audit to audit fees in accordance with the UK FRC Revised Ethical Standard for Auditors (2019). Further details can be found in Note 33 to the consolidated financial statements. The non-audit fee represents 12% of the total audit fee for 2020. The audit fee for 2020 reflects an increase in fees for consolidated funds (which are not borne directly by the group), additional fees relating to the prior year audit of group subsidiaries, and incremental procedures relating to areas of audit focus in light of Covid-19. Analysis of current and prior-year spend on audit, other assurance and non-assurance services Audit Audit-related required by legislation Other audit-related Other assurance Non-assurance Total 2020 10.1 1.4 0.6 0.6 – 12.7 2019 2018 7.1 0.8 1.1 0.3 0.2 9.5 6.0 0.8 0.6 0.2 1.5 9.1 The policy is approved by the Audit Committee and met the requirements of the UK Ethical Standards. Our policy is to approach other firms for significant non-audit work. The Group’s policy requires that all services with an anticipated cost in excess of a specified amount are subject to a full competitive tender involving at least one other alternate party in addition to the external auditor. If the external auditor is selected following the tender process, the Audit Committee is responsible for approving the external auditors’ fees on the engagement. For services with an anticipated cost below the specified amount, the Group Chief Financial Officer has authority to approve the engagement. The external auditor and management are required to report regularly to the Audit Committee on the nature and fees relating to non-audit services provided under this authority. KPMG annually reports on whether and why it deems itself to be independent. The Audit Committee remains satisfied that KPMG continues to be independent. Audit Committee report Legal & General Group Plc Annual Report and Accounts 2020 85 Group Risk Committee report Toby Strauss Chairman of the Group Risk Committee The composition of the Committee The Committee is composed entirely of independent non-executive directors. The table below sets out its membership during the year. Members Toby Strauss Henrietta Baldock Philip Broadley Lesley Knox George Lewis Ric Lewis Julia Wilson Other attendees at Committee meetings include: the Group Chairman; Group Chief Executive; Group Chief Financial Officer; Group Chief Risk Officer; Group Conduct Risk Director; Group Chief Internal Auditor; Chief Executive Officer LGC; Representatives of the external auditor, KPMG LLP. The role of the Committee is to assist the Board in the oversight of the risks to which the Group may be exposed and to provide the Board with strategic advice in relation to current and potential future risk exposures. This includes reviewing the Group’s risk profile and appetite for risk, and assessing the effectiveness of the Group’s risk management framework. The Group’s approach to the management of risk is set out in more detail on pages 44 to 47. The work of the Committee is supported by the Group Chief Risk Officer and the Company Secretary, who assists the Committee chair in planning the Committee’s work and ensuring that the Committee receives accurate and timely information. The Committee met five times during 2020. Group Chief Risk Officer’s report The Committee receives at each meeting a formal report from the Group Chief Risk Officer. This report brings to the Committee’s attention key factors in the operating environment of the Group’s businesses and an assessment of the potential risks that may emerge. The review includes analysis of risks arising from the macro-economic outlook and conditions in financial markets, together with geopolitical, legislative and regulatory change risks that may impact the Group’s businesses, and risks associated with the implementation of the Group’s business strategy. 86 Legal & General Group Plc Annual Report and Accounts 2020 Governance In addition to the Group Chief Risk Officer’s report, the Committee is provided with management information on risk appetite, comparing actual positions relative to the Group’s risk appetite statement; and quantitative analysis of the Group’s exposures to financial and operational risks, including risk-based capital requirements in relation to the core risks implicit in the Group’s businesses. Group Conduct Risk Director’s report At each meeting the Committee receives a report from the Group Conduct Risk Director. This provides the Committee with an assessment of the overall profile of conduct risks for the Group; analysis and trends in conduct risk indicators including complaints data, and the results of reviews undertaken by the group conduct risk monitoring team, as well as evaluation of changes in the conduct risk landscape as regulatory approaches evolve. The Group Conduct Risk Director’s report is accompanied by a suite of customer service metrics designed to enable the Committee to assess the management of the customer journey across the Group’s financial services products. Assessing the risk impacts of Covid-19 The Committee has engaged extensively with executive and operational management over the course of the pandemic to consider the responses being taken to the range of risks presented by the disease, and the wider impacts for our businesses from the global lockdown. As well as ensuring the wellbeing of those at Legal & General, the Committee has considered the actions taken to maintain the availability of customer facing services, and the resilience of supporting business activities. The Committee has also considered assessments on the effects of the lockdown for the global economy and our investment portfolios, including the outlook for credit assets. Reviews of credit exposure have included sectors at risk from the global economic downturn and the longer-term impacts from changes in behaviours as a result of the pandemic. Trends in mortality for the Group’s UK and US protection businesses, and offsetting effects with the Group’s annuity portfolios have also been evaluated. Governance Own Risk and Solvency Assessment (ORSA) The ORSA is an ongoing assessment of the risks to which Legal & General is exposed and an evaluation of the sufficiency of capital resources to sustain the business strategy over the plan horizon. Over the course of the year the Committee considered different aspects of the Group’s ORSA process. This included the review of proposed stress tests and scenarios to be used in the evaluation of capital adequacy, the profile of risks within the Group’s strategic plan and how they may change over the planning period, and the Group’s overall capacity to bear the risks identified. A formal ORSA report is subject to annual review by the Committee prior to formal approval by the Group Board. Risk governance Sound frameworks of risk management and internal control are essential in the management of risks. During the year, the Committee has received updates on the continued development of the risk governance framework. Risk-based remuneration The Committee advises the Remuneration Committee on risk matters to be considered in reviewing bonus pools. Focused business and risk reviews Focused ‘deep dive’ reviews of particular risk areas are undertaken at each Committee meeting. The purpose of these reviews is to enable Committee members to examine the risk profile of the core business lines and to consider the robustness of the frameworks in place to manage the key risk exposures. Committee members are invited to participate in setting the agenda for these deep dive reviews, considering both the current operating environment and emerging risk factors. Below are examples of some of the key reviews that took place during 2020, and the areas of focus by the Committee. • Credit risk management: Reviews of the Group’s credit portfolio and its resilience to stressed market conditions. • Longevity risk management: Review of the nature of longevity risks within the Retirement businesses and the work of the longevity risk team to measure and price for the risk. • Responding to climate risk: Assessment of the approach and progress in responding to the risks of climate change and the delivery of policy commitments within the Group’s TCFD. • The management of direct investments: Consideration of the credit and operational risks within the Group’s portfolio of direct investments and the operation of the risk management and oversight framework. • Outsourcing and supply chain risks: Review of the Group’s framework for oversight of third-party supply and service arrangements, the management of modern slavery risks within the supply chain, and key contract dependencies. • Protection claims management: The Group’s approach to assessing and settling protection claims and ensuring balanced customer outcomes. • Building safety risks: Review of construction and asset ownership risks including the use of cladding materials. • Reinsurance counterparty risk: Evaluation of risks associated with reinsurance arrangements. • Operational resilience: Assessment of the Group’s capabilities to ensure continuity of business operations and continued availability of important business services. • Transition from IBOR: Monitoring the Group’s preparations for the transition to SONIA. The Committee also takes an active role in the Group’s recovery and resolution planning, which have been put in place in line with the UK regulatory requirements relating to systemically important insurers. Risk appetite At its July meeting, the Committee undertook a detailed review of the operation of the Group’s risk appetite framework and the key measures and tolerances used to determine acceptable risk taking, recommending some refinements to the Board. In December, the Committee considered the risk profile of the Group’s strategic plan and its alignment with the Group’s overall risk appetite. In addition to this aggregate view of acceptable risk taking, the Committee also considers, as part of the Group’s overall transaction approval process, the appetite for specific risks associated with transactions, particularly where the transaction is material in the quantum of risks being assumed or aspects of the transaction may present risks that are relatively new to the Group. Risk-based capital model The Group’s risk-based capital model (internal model) is used to determine the capital requirements for the Group and forms the calculation engine for the Solvency II internal model. As well as reviewing and using the output of the model in its understanding of the Group’s risk profile, the Committee is the focal point for model governance with specific consideration of the: • Key assumptions, methodologies and areas of expert judgement used within the model. • Activities undertaken to validate the outputs of the model. • Development of the model to ensure that it reflects the business lines and risk profile of the Group; and • Processes to ensure that changes applied in the model are undertaken in a controlled manner, and in line with model development plans. Group Risk Committee report Legal & General Group Plc Annual Report and Accounts 2020 87 Directors’ report on remuneration Lesley Knox Chairman of the Remuneration Committee Our remuneration report is organised into the following sections Letter from the Chairman of the Remuneration Committee Quick read summary Remuneration policy Annual report on remuneration 88 90 94 96 The directors’ remuneration policy was subject to a binding vote in 2020, and applies for three years from the 2020 AGM. The annual report on remuneration together with the Chairman’s Statement will be subject to an advisory shareholder vote at the 2021 AGM. Letter from the Chairman Dear Shareholder I am pleased to present the Remuneration Committee’s report for 2020, and describe the Remuneration Committee’s considerations and decisions in respect of the year. Link between pay and performance 2020 was an extraordinary year. Shortly after publishing our 2019 results and setting targets for 2020, the scale of the economic disruption caused by Covid-19 became clear and we reviewed our business plans, to prioritise the preservation of capital and shareholder funds due to the uncertain period ahead. This necessarily impacted planned growth in 2020 of some of our key metrics. financial performance targets had not been achieved. Reflecting on the necessary change in business focus during the year to protect stakeholders, and the progress of strategic objectives despite the impact of Covid-19, the Committee concluded that it would not be appropriate to exercise its discretion to prevent a bonus payout based on the achievement of these strategic objectives (strategic implementation, effective risk management and company culture). Consequently bonus payments to the executive directors in place at 31 December 2020, of 23.5% and 24.1% of maximum were permitted. A summary of the 2020 performance targets and outcomes is shown in the ‘Quick read’ section on page 93 with further details on pages 98 and 99. Remuneration Committee members The composition of the Committee The Committee is composed entirely of independent non-executive directors. The table below sets out its membership during the year. Members Henrietta Baldock Philip Broadley Lesley Knox Ric Lewis (from 18 June 2020) Other regular attendees at the meeting include the following: Group Chairman; Group Chief Executive; Director of Group Finance; Group HR Director; Group Reward Director; Head of Executive Compensation; Representative of the independent adviser Deloitte LLP Annual variable pay In these unusual circumstances, our 2020 results demonstrated the resilience of our business model, with financial performance sustained at a level that enabled continued dividend payments. Legal & General operated throughout 2020 without accessing any furlough scheme or other Covid-19 business support and continued to pay Legal & General employees as normal. Nonetheless, the 2020 financial performance targets had assumed growth and that was not achieved. As a result there will be no bonus payments to executive directors based on Group financial performance for 2020, although some divisional financial performance targets were achieved. 30% of the bonus opportunity for executive directors is based on strategic objectives, and the Committee carefully considered whether it was appropriate to pay any bonus based on the achievement of strategic objectives when Group Performance Share Plan The long-term incentive (PSP) awards granted in 2018 were subject to EPS and total shareholder return (TSR) performance over the three-year period ended 31 December 2020. Notwithstanding the change in priorities during 2020, the performance targets have not been adjusted, and the impact of 2020 has meant that the EPS threshold was not met. Legal & General outperformed the FTSE 100 and the TSR comparator group, and consequently, 24.2% of the 2018 PSP award will vest, with the remaining 75.8% forfeited. The shares that have vested will be deferred for a further two years and released in 2023. PSP performance targets and outcomes are summarised in the ‘Quick read’ section on page 93. PSP awards are normally granted each year, subject to performance. Ordinarily the awards would have been granted to executive directors and other senior executives in April 2020. 88 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance However, due to market volatility as a result of Covid-19 and the consequent fall in share price at that time, the Remuneration Committee decided to postpone the grant to executive directors and other senior executives until the markets were more settled, and a decision regarding the quantum and terms of any grant could be more fully considered. The PSP awards were subsequently granted on 12 August 2020 using an average share price of 229.26p. An additional provision was included in the terms of the grant, enabling the Remuneration Committee to reduce the number of shares vesting and/or impose further conditions on the award to neutralise any ‘windfall gain’ that might arise from a subsequent rebound in the share price as markets recover. As it is not possible to predict the extent of any ‘windfall gain’ that might arise, the Remuneration Committee determined that any adjustment would be made at the end of the three year performance period, taking into consideration all relevant factors at that time. There are many factors to be considered which include: • The share price at grant compared to the market before the impact of Covid-19 and the movement in share price of comparator organisations and key indices before and after grant. • The share price at vesting and any increase compared with comparator organisations and key indices over the same time period. • An assessment of any share price growth that may be attributable to an improvement in corporate performance, as opposed to general market movements. • The impact on performance conditions (EPS and TSR growth) and whether any unusual market conditions during the performance period made them materially easier or more difficult to achieve. The Remuneration Committee’s report for 2023 will include a full description of the factors considered and the determination of any ‘windfall gain’ adjustment. Base pay increases In accordance with our remuneration policy, base pay is reviewed annually taking into account external and internal factors, including overall business performance. The Remuneration Committee have decided that no increases will apply for 2021, and therefore executive directors’ base pay will remain unchanged. Board changes In June 2020, Ric Lewis joined the Group Board as an independent non-executive director and also as a member of this Committee. To streamline executive representation on the Group Board, Kerrigan Procter (CEO LGC) and Michelle Scrimgeour (CEO LGIM) stood down as executive directors on 26 November 2020. They continue in their executive roles, with the policies and practices applying to their remuneration unchanged. Remuneration reporting regulations require us to report their remuneration only while they were executive directors, but to ensure full transparency, their remuneration outcomes for the whole of 2020 are disclosed in this report as additional notes. Consideration of the wider workforce The Committee’s terms of reference provide that they have regard to remuneration for all employees across the Group. The policies and practices applying to executive directors are the same as for the wider workforce in most instances, although quantum and participation may vary. During 2020, it was particularly important to protect employees against the health and financial impacts of Covid-19. All permanent UK employees have access to private medical insurance, emergency assistance when travelling on business, and a 24/7 employee assistance helpline. In addition there are several wellbeing support packages, including Unmind (a confidential mental health app), emergency childcare and eldercare support. Employees were also given additional time off, and participated in charity and community events to support those impacted by Covid-19. As our workplaces began to close due to the government restrictions and employees started to work from home (where they could effectively do so) we maintained all employees’ jobs at full pay, even if they were unable to work fully during this period due to caring responsibilities. In 2020, the average annual base pay increase for UK employees was 3.6%. As in previous years, higher percentage increases were applied to the lower paid, reflecting their proportionally greater exposure to price inflation. The same approach has been adopted for 2021. Those earning less than £30,000 a year may receive a base pay increase of up to 3.0%, but those earning more than £100,000 a year will generally not receive any base pay increase for 2021. Annual bonuses for employees are based on Group, divisional, and individual performance. Some bonuses will be paid to employees for 2020, in particular where individual performance targets were achieved. Continuing our support for all Legal & General employees, several new benefits were introduced during 2020, including an electric car scheme, a facility for employees to flex their life insurance, income protection and critical illness cover through a new product developed by Legal & General called ‘Protect’, and an extension of our wellbeing support packages to include family members of employees. Around two thirds of employees invest in the Share Purchase and ShareSave plans so that, through their employment, they can become shareholders in Legal & General. ShareSave has been offered by Legal & General for over 40 years, and we intend to continue to offer in 2021. The decision to protect employees’ pay, particularly the lower paid, during 2020 while executive director outcomes are much reduced, has resulted in a significant reduction in the CEO pay ratio from a median of 105:1 for 2019, to 41:1 for 2020. Continued focus on all employee opportunities has also produced a further improvement in our median gender pay gap for 2020, with the effect of recent senior female hires and promotions starting to be reflected in the results. 2021 and beyond A new remuneration policy was presented for approval at the 2020 Annual General Meeting, and I am pleased that this received 95.7% votes in favour. The new policy means that executive directors’ shareholding requirement has increased to 325% of base pay, with a requirement to maintain their shareholding for at least two years after leaving employment, and pension contributions will be aligned between executive directors and the majority of the UK workforce by 2022. The remuneration policy table is reproduced on pages 94 and 95 and the full remuneration policy can be found in the 2019 annual report and on the company website. From 2021, environmental, social and governance (ESG) measures have been included as targets in the Annual Variable Pay (AVP) plan, and will be considered for the vesting of Performance Share Plan (PSP) awards. In conclusion For 2020, planned growth in some of our key metrics was not achieved. As a result, total remuneration for executive directors in place at 31 December 2020, is down by more than 50% compared to 2019. This reflects the geared remuneration structure for executive directors designed to reward performance and align with the experience of our shareholders. The Remuneration Committee will actively continue to review remuneration and consider shareholders’ experience and views, to ensure that outcomes remain appropriate in all the circumstances. I trust that you will find this report a useful and clear account of the remuneration decisions and outcomes for the year. Lesley Knox Chairman of the Remuneration Committee Directors’ report on remuneration Legal & General Group Plc Annual Report and Accounts 2020 89 Quick read summary Remuneration policy summary and 2020 implementation Remuneration element and time horizon Policy summary Base pay Operation Reviewed annually, with increases effective 1 March. 2020 2021 2022 2023 2024 Opportunity No maximum, but any increases will normally be in line with the range for other UK employees. In specific circumstances, the Committee may award increases above this level. Performance Personal performance will be taken into consideration in determining any increase. Pension contributions Operation Defined contribution pension plan or a cash allowance in lieu. Base pay is the only element of pensionable remuneration. 2020 2021 2022 2023 2024 Opportunity For executive directors, appointed since 2019, pension contributions are aligned to that available to the majority of the workforce (currently 10% of base pay). Pension contributions for executive directors appointed before 2019 are currently aligned with the contributions for other senior managers in the UK, but will be aligned with the majority of the UK workforce by 2022. Performance No performance conditions. 2020 implementation Effective 1 March 2020 Effective 1 March 2021 % increase Nigel Wilson £979,500 £979,500 Jeff Davies £590,000 £590,000 Kerrigan Procter £545,000 £545,000 Michelle Scrimgeour £595,000 £595,000 – – – – Employees below the Board (average) 2.2% Pension contributions during 2020 (as % of base pay): Nigel Wilson Jeff Davies Kerrigan Procter Michelle Scrimgeour Majority of UK workforce Other senior managers in the UK 15% 13.8% 15% 10% 10% 15% Benefits Operation In line with benefits provided to other employees and senior managers in the UK. 2020 2021 2022 2023 2024 Opportunity Maximum amount is the cost of providing benefits, and subject to plan limits and HMRC rules. Performance No performance conditions. Benefits during 2020 included: • Allowance in lieu of a company car. • Private medical insurance. • Life insurance. • Income protection. • All-employee (ShareSave and Share Purchase) plans. 90 Legal & General Group Plc Annual Report and Accounts 2020 Governance Remuneration policy summary and 2020 implementation Remuneration element and time horizon Policy summary Annual Variable Pay (AVP) 50% cash 50% deferred for 3 years 2020 2021 2022 2023 2024 Operation Performance assessed over a one-year period, with targets and weightings set annually. Awards are determined after the year end, taking into consideration performance against targets, individual performance and overall business performance. 50% of any AVP award is paid in cash, and 50% is deferred into shares for a further three years. Malus and clawback provisions apply. Opportunity Up to 150% of base pay for the Group Chief Executive and Chief Financial Officer, and 175% of base pay for the other executive directors. No bonus is payable for threshold performance or below, with up to 50% of maximum for target performance. Performance Financial performance (70% weighting), plus strategic and personal performance. Performance Share Plan (PSP) Performance Deferred 2020 2021 2022 2023 2024 Operation Conditional award of shares, subject to a performance period of no less than three years and a holding period such that no awards are released before five years from grant. Performance targets are set annually by the Committee, aligned with the delivery of shareholder returns over the longer term. The Committee may amend the vesting downwards (but not increase the level of vesting) dependent on the underlying performance of the Group. PSP awards are subject to malus and clawback. Opportunity The maximum award opportunity is 300% of base pay (although the normal award opportunity is 250% of base pay). 15% of the award vests for threshold performance, increasing to 100% of the award vesting for maximum performance. Performance An appropriate mix (normally an equal weighting) of earnings performance and shareholder return. Governance 2020 implementation 70% Financial performance 30% Strategic and personal performance Bonus for 2020 (as % of base pay): At target At max. Nigel Wilson Jeff Davies 75% 150% 75% 150% Kerrigan Procter 87.5% 175% Michelle Scrimgeour 87.5% 175% Actual 2020 (as % of max.) 23.5% 24.1% 28.4% 37.0% 50% EPS 25% TSR (vs FTSE 100) 25% TSR (vs comparator group) PSP award grants in 2020 (as % of base pay): Maximum 2020 grant Nigel Wilson Jeff Davies Kerrigan Procter Michelle Scrimgeour 300% 300% 300% 300% 250% 250% 250% 250% Directors’ report on remuneration Legal & General Group Plc Annual Report and Accounts 2020 91 Quick read summary continued Shareholding requirements Executive directors’ share ownership Executive directors are expected to retain any after tax vested shares until their shareholding requirements are met, and maintain that shareholding requirement (or actual shareholding if lower) for at least two years after leaving employment. Employment + 2 years In 2020, the shareholding requirement increased to 325% of base pay for all executive directors. Share ownership at 31 December 2020 325% Target met 901% NW JD KP 37% MS 17% 262% 158 105 64 68 41 22 CEO pay ratio Total remuneration The chart opposite shows the ratio between the CEO single figure total remuneration (as disclosed on page 109) in comparison with the total remuneration of UK employees at lower quartile, median, and upper quartile. For 2020, the CEO pay ratio has decreased, reflecting the lower bonus and lower level of vesting of PSP awards in respect of 2020. 133 90 51 134 79 39 2017 2018 2019 2020 Lower quartile UK employee Median UK employee Upper quartile UK employee 92 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Alignment with strategy and 2020 performance outcomes The performance measures for the incentive plans are directly aligned to the Group’s key performance indicators. The Group Board reviews the KPIs annually and adds or changes them where appropriate. KPIs are explained in more detail on pages 17 and 18 and further details of performance measures and outcomes are provided on pages 98 to 101. Overarching drivers of the business Group KPIs Incentive plans (weightings) 2020 performance targets and outcomes Profitability Net release from operations (NRO) Operating profit Earnings per share (EPS) 1 year growth AVP PSP Group Divisional CEO & CFO CEOs 20% 5.7% 25% 7.1% 12.5% 3.6% Return on Equity (ROE) 12.5% 3.6% Divisional financial performance (see page 99) Earnings per share (EPS) 3 year average annual growth 50% Shareholder value creation TSR vs FTSE 100 (rank out of 95) TSR vs comparator group (rank out of 27) Actual1 £1,511m £2,007m 19.5p 12.9% Threshold Target Maximum £1,579m £1,682m £1,734m £2,085m £2,210m £2,273m 28.8p 31.3p 32.2p 18.5% 19.0% 19.5% 50% -3.5% 25% 25% 5.0% 47.0 Median 12.5 Median 36.6 9.4 14.0% 19.0 Top 20th 5.0 Top 20th Strategic priorities (see page 99): 30% 30% 100% 100% 100% 1. Performance measures exclude the impact of mortality assumption changes, profits and gain on disposal, less separation costs relating to the Mature Savings business. Total remuneration received (£’000) Nigel Wilson Actual remuneration Jeff Davies Actual remuneration 2019 2020 1,107 1,292 1,921 4,320 1,144 346 479 1,969 2019 2020 642 763 1,057 2,462 684 213 264 1,161 Maximum remuneration Maximum remuneration 2020 1,144 1,469 1,981 4,594 2020 684 885 1,090 2,659 Kerrigan Procter Actual remuneration Michelle Scrimgeour Actual remuneration 619 707 1,004 2,330 2019 288 372 1,763 2,423 2019 2020 636 271 250 1,157 Maximum remuneration 2020 671 385 1,056 Maximum remuneration 2020 636 954 1,035 2,625 2020 671 1,041 1,712 Key Fixed (base pay, benefits and pension contributions) Annual Variable Pay (AVP) Performance Share Plan (PSP) Replacement awards. For full transparency, these figures reflect remuneration received for the whole of 2020, notwithstanding that Kerrigan Procter and Michelle Scrimgeour stood down as executive directors on 26 November 2020. Directors’ remuneration report Legal & General Group Plc Annual Report and Accounts 2020 93 Remuneration policy The directors’ remuneration policy was approved by shareholders by way of a binding vote at the 2020 AGM on 21 May 2020. The policy table, which contains key aspects of the approved policy, is set out below. A copy of the remuneration policy, including accompanying disclosure, can be found in the 2019 annual report, and on the company’s website. Fixed pay Base pay Pension contributions Benefits Annual Variable Pay (AVP) Performance Share Plan (PSP) Non-executive directors’ fees Shareholding requirements Purpose and link to strategy Provides a fixed level of earnings, appropriate to the market and requirements of the role. Provides a basis for savings to provide an income in retirement. Operation In line with other employees in the UK, executive directors may: • Participate in a defined contribution pension plan; or • Receive a cash allowance in lieu; or • Receive some combination thereof. Non-UK national executives may be permitted to participate in home-country pension plans where relevant. Base pay is the only element of pensionable remuneration. Reviewed annually with effect from 1 March, taking into account: • The individual’s skills, experience and performance. • Scope of the role. • External market data, including other FTSE 100 companies and other financial and non-financial institutions. • Pay and conditions elsewhere in the Group; and • Overall business performance. There is no obligation to increase base pay upon any such review, and any decision to increase base pay will take into account the associated impact on overall quantum. Opportunity There is no set maximum base pay, but any increases will normally be in line with the range of increases for other UK employees. In specific circumstances, the Committee may award increases above this level, for example where: • Base pay for a recently appointed executive director has been set with a view to allowing progression in the role over time; or • There has been a significant increase in the size or scope of an executive director’s role or responsibilities; or • There is a significant change in the regulatory environment. For new executive directors, pension contributions are aligned to that available to the majority of the workforce (currently up to 10% of base pay). Pension contributions for executive directors appointed before 2019 are currently aligned with the contributions for other senior managers in the UK defined contribution pension plan (currently up to 15% of base pay). Pension contributions will be aligned between the majority of the UK workforce and all executive directors by 2022. Provides benefits and allowances appropriate to the market, and to assist employees in efficiently carrying out their duties. In line with other employees in the UK, benefits currently include: • Private medical insurance. • Life insurance. • Income protection; and • All-employee (ShareSave and Share Purchase) plans. Executive directors may participate in voluntary benefits and choose to acquire Legal & General products which they fund themselves, sometimes through salary sacrifice. In line with other senior managers in the UK, executive directors receive a non- pensionable cash allowance in lieu of a company car. Where an executive director is required to relocate, or perform duties outside their home country, additional benefits may be provided, (including healthcare and assistance for housing, school fees, home travel, relocation costs and tax compliance advice) for a period not exceeding two years. The maximum amount paid in respect of benefits will be the actual cost of providing those benefits which, particularly in the case of insured benefits, may vary from year to year, although the Committee is mindful of achieving the best value from benefit providers. The maximum opportunity for participation in the all- employee share plans is the same for all employees and takes into account prevailing HMRC rules. Incentivises and rewards the achievement of annual financial performance and delivery of strategic priorities. 50% of any AVP award is deferred into shares, reinforcing retention and alignment with shareholders, by encouraging long-term focus and risk alignment. In normal circumstances: • Performance is assessed over a one-year period. • Performance measures and weightings are set annually to ensure they are appropriately stretching, and aligned with the Group’s strategic priorities. • Performance targets take into account internal forecasts, market expectations and prior year performance. Target normally equates to the forecast in the strategic plan, with maximum set at an appropriate stretch above plan, but still within the company’s risk appetite. • AVP awards are determined after the year end, taking into consideration performance against targets, individual performance, and overall business performance. • 50% of any AVP award is paid in cash, after the year end, with 50% deferred into restricted shares (or nil-cost options, or phantom equivalent, or other forms dependent upon business or regulatory requirements) for a further three years. • Dividends or dividend equivalents may accrue during the deferral period and vest and are paid in shares upon vesting. • Malus and clawback apply to both cash awards and deferred awards. The maximum opportunity in respect of any financial year is: • 150% of base pay for the Group Chief Executive and Chief Financial Officer. • 175% of base pay for other executive directors. No bonus is payable for threshold performance or below, with up to 50% of maximum for target performance. The Committee will consider the calculated outcome in the context of a range of factors (not just the specific performance measures) including risk management, behaviours, culture, capital generation, Solvency II coverage ratio and sustainable financial performance, and may apply a ‘moderator’ to reduce (but not increase) an AVP award if there are factors that warrant such a reduction. Performance Personal performance will be taken into consideration in determining any base pay increase. There are no performance conditions. There are no performance conditions. A combination of: • Financial performance (primary measure with at least 70% weighting) – to ensure growth and return to shareholders; and • Strategic and personal performance – to safeguard the future, with the development of future income streams, and focus on key metrics including customers, culture and (from 2021) ESG. 94 Legal & General Group Plc Annual Report and Accounts 2020 Governance Purpose and link to strategy Provides a direct and transparent link between executive pay and the Compensates non-executive directors for their Provides alignment with delivery of shareholder returns over the longer term. responsibilities and time commitment. shareholder returns and ensures the impact on directors’ shareholdings moves in line with Legal & General’s share price. Operation A conditional award of shares (or nil-cost options, or phantom Fees for the Chairman and non-executive Executive directors are expected equivalent, or other forms dependent upon business or regulatory directors are set at an appropriate level to retain any after tax vested requirements). In normal circumstances: share awards until their • Subject to a performance period of no less than three years. • Time commitment required to fulfil the role. shareholding requirements are • Subject to a holding period such that no awards are released before • Responsibilities and duties of the positions; met, and maintain that five years from the date of grant. shareholding requirement (or to reflect: and • Performance measures and targets are set annually by the • Typical competitor practice in the FTSE 100 their actual shareholding at the Committee to ensure they are relevant and appropriately stretching, and other financial services institutions. date of leaving, if lower) for at and aligned with the delivery of shareholder returns over the least two years after leaving longer term. Fees comprise a base fee for membership of employment with the Group. • Performance targets take into account, internal forecasts, any the Board, plus (where applicable) additional guidance provided to the market, market expectations, prior fees for: performance, and the company’s risk appetite. • Senior Independent Director (SID). • Dividends or dividend equivalents may accrue in the period following • Committee chairmanship; and The Committee retains the discretion to withhold future PSP grants if executive directors are the end of the performance period until vesting and release; and • Committee membership (not including not making sufficient progress • Malus and clawback apply. the Nominations and Corporate Governance Committee). towards their shareholding requirement. Exceptionally, the Committee may adjust and amend the PSP awards in accordance with the rules, including: Additional fees for membership of Committee, Non-executive directors may • Lengthen the performance period and/ or the holding period for or chairmanship or membership of subsidiary elect to receive a proportion of boards, or other fixed fees may apply if their fees (normally 50%) in • Reduce (but not increase) the level of vesting dependent upon the justified by time or commitment. future awards. performance of the Group. Legal & General shares until their shareholding requirement is met. The Chairman receives an inclusive fee for the role. The Chairman’s fee is reviewed The sale of shares prior to the annually by the Committee, and the shareholding requirements non-executive directors’ fees are reviewed by being met may be permitted in the executive directors. There is no obligation extenuating situations, for to increase fees upon any such review. example, a change to personal circumstances, ill health, etc. Opportunity The maximum opportunity for an executive director in respect of any Fees are subject to the aggregate limit in Shares owned outright or financial year is 300% of base pay (although the Committee’s current the company’s Articles of Association. equivalent to: requirement intention is that the normal award opportunity will be 250% of base pay). Any changes in this limit would be subject • 325% of base pay for • 15% of the award vests for threshold performance. • 100% of the award vests for achievement of maximum. to shareholder approval. executive directors; and • 100% of base fee for The Chairman and non-executive directors non-executive directors. The Committee assesses the formulaic vesting outcome, and may are not eligible to participate in any benefit, amend the vesting downwards (but not increase the level of vesting) pension or incentive plan. However, additional considering a range of factors including overall performance, risk benefits may be provided if the Board feels this management, capital generation, Solvency II coverage ratio, and is justified, such as tax compliance advice, (from 2021) ESG. work permits or similar. Expenses incurred in carrying out duties (and any associated tax liability) may be reimbursed or paid directly by the company. Performance An appropriate mix (normally an equal weighting) of: No performance conditions. Not applicable. • Earnings performance – to incentivise growth in earnings; and • Shareholder return – to deliver a competitive return for shareholders. Base pay Pension contributions Benefits Annual Variable Pay (AVP) Performance Share Plan (PSP) Non-executive directors’ fees Shareholding requirements Fixed pay Governance Purpose and link to strategy Provides a fixed level of Provides a basis for savings Provides benefits and Incentivises and rewards the achievement of annual earnings, appropriate to the to provide an income allowances appropriate to the financial performance and delivery of strategic priorities. market and requirements of in retirement. the role. market, and to assist employees in efficiently carrying out their duties. 50% of any AVP award is deferred into shares, reinforcing retention and alignment with shareholders, by encouraging long-term focus and risk alignment. Operation Reviewed annually with effect In line with other employees In line with other employees In normal circumstances: Purpose and link to strategy Operation Provides a direct and transparent link between executive pay and the delivery of shareholder returns over the longer term. Compensates non-executive directors for their responsibilities and time commitment. A conditional award of shares (or nil-cost options, or phantom equivalent, or other forms dependent upon business or regulatory requirements). In normal circumstances: • Subject to a performance period of no less than three years. • Subject to a holding period such that no awards are released before Fees for the Chairman and non-executive directors are set at an appropriate level to reflect: • Time commitment required to fulfil the role. • Responsibilities and duties of the positions; five years from the date of grant. and • Performance measures and targets are set annually by the Committee to ensure they are relevant and appropriately stretching, and aligned with the delivery of shareholder returns over the longer term. • Performance targets take into account, internal forecasts, any guidance provided to the market, market expectations, prior performance, and the company’s risk appetite. • Dividends or dividend equivalents may accrue in the period following the end of the performance period until vesting and release; and • Malus and clawback apply. Exceptionally, the Committee may adjust and amend the PSP awards in accordance with the rules, including: • Lengthen the performance period and/ or the holding period for future awards. • Reduce (but not increase) the level of vesting dependent upon the performance of the Group. • Typical competitor practice in the FTSE 100 and other financial services institutions. Fees comprise a base fee for membership of the Board, plus (where applicable) additional fees for: • Senior Independent Director (SID). • Committee chairmanship; and • Committee membership (not including the Nominations and Corporate Governance Committee). Additional fees for membership of Committee, or chairmanship or membership of subsidiary boards, or other fixed fees may apply if justified by time or commitment. The Chairman receives an inclusive fee for the role. The Chairman’s fee is reviewed annually by the Committee, and the non-executive directors’ fees are reviewed by the executive directors. There is no obligation to increase fees upon any such review. Opportunity or requirement The maximum opportunity for an executive director in respect of any financial year is 300% of base pay (although the Committee’s current intention is that the normal award opportunity will be 250% of base pay). • 15% of the award vests for threshold performance. • 100% of the award vests for achievement of maximum. Fees are subject to the aggregate limit in the company’s Articles of Association. Any changes in this limit would be subject to shareholder approval. The Committee assesses the formulaic vesting outcome, and may amend the vesting downwards (but not increase the level of vesting) considering a range of factors including overall performance, risk management, capital generation, Solvency II coverage ratio, and (from 2021) ESG. The Chairman and non-executive directors are not eligible to participate in any benefit, pension or incentive plan. However, additional benefits may be provided if the Board feels this is justified, such as tax compliance advice, work permits or similar. Expenses incurred in carrying out duties (and any associated tax liability) may be reimbursed or paid directly by the company. Provides alignment with shareholder returns and ensures the impact on directors’ shareholdings moves in line with Legal & General’s share price. Executive directors are expected to retain any after tax vested share awards until their shareholding requirements are met, and maintain that shareholding requirement (or their actual shareholding at the date of leaving, if lower) for at least two years after leaving employment with the Group. The Committee retains the discretion to withhold future PSP grants if executive directors are not making sufficient progress towards their shareholding requirement. Non-executive directors may elect to receive a proportion of their fees (normally 50%) in Legal & General shares until their shareholding requirement is met. The sale of shares prior to the shareholding requirements being met may be permitted in extenuating situations, for example, a change to personal circumstances, ill health, etc. Shares owned outright equivalent to: • 325% of base pay for executive directors; and • 100% of base fee for non-executive directors. Performance An appropriate mix (normally an equal weighting) of: • Earnings performance – to incentivise growth in earnings; and • Shareholder return – to deliver a competitive return for shareholders. No performance conditions. Not applicable. Remuneration policy Legal & General Group Plc Annual Report and Accounts 2020 95 from 1 March, taking into account: in the UK, executive directors may: in the UK, benefits currently • Performance is assessed over a one-year period. include: • Performance measures and weightings are set • The individual’s skills, • Participate in a defined • Private medical insurance. annually to ensure they are appropriately stretching, experience and performance. • Scope of the role. • External market data, or in lieu; or contribution pension plan; • Life insurance. and aligned with the Group’s strategic priorities. • Income protection; and • Performance targets take into account internal • Receive a cash allowance • All-employee (ShareSave forecasts, market expectations and prior year and Share Purchase) plans. performance. Target normally equates to the forecast including other FTSE 100 • Receive some companies and other financial and non-financial combination thereof. Executive directors may participate in voluntary in the strategic plan, with maximum set at an appropriate stretch above plan, but still within the company’s risk appetite. institutions. Non-UK national executives benefits and choose to • AVP awards are determined after the year end, taking • Pay and conditions may be permitted to acquire Legal & General into consideration performance against targets, elsewhere in the Group; and participate in home-country products which they fund individual performance, and overall business • Overall business performance. pension plans where relevant. themselves, sometimes through salary sacrifice. performance. • 50% of any AVP award is paid in cash, after the year end, with 50% deferred into restricted shares (or There is no obligation to Base pay is the only element In line with other senior nil-cost options, or phantom equivalent, or other forms increase base pay upon any of pensionable remuneration. managers in the UK, executive dependent upon business or regulatory requirements) such review, and any decision to increase base pay will take into account the associated impact on overall quantum. directors receive a non- for a further three years. pensionable cash allowance • Dividends or dividend equivalents may accrue during in lieu of a company car. the deferral period and vest and are paid in shares Where an executive director is • Malus and clawback apply to both cash awards and required to relocate, or perform deferred awards. upon vesting. duties outside their home country, additional benefits may be provided, (including healthcare and assistance for housing, school fees, home travel, relocation costs and tax compliance advice) for a period not exceeding two years. Opportunity There is no set maximum base For new executive directors, The maximum amount paid in The maximum opportunity in respect of any financial pay, but any increases will normally be in line with the pension contributions are respect of benefits will be the year is: aligned to that available to actual cost of providing those • 150% of base pay for the Group Chief Executive and range of increases for other UK the majority of the workforce benefits which, particularly in Chief Financial Officer. employees. In specific (currently up to 10% of the case of insured benefits, • 175% of base pay for other executive directors. circumstances, the Committee base pay). may vary from year to year, may award increases above although the Committee is No bonus is payable for threshold performance or below, this level, for example where: Pension contributions for mindful of achieving the best with up to 50% of maximum for target performance. • Base pay for a recently executive directors value from benefit providers. appointed executive director appointed before 2019 are The Committee will consider the calculated outcome in has been set with a view to currently aligned with the The maximum opportunity for the context of a range of factors (not just the specific allowing progression in the contributions for other senior participation in the all- performance measures) including risk management, role over time; or managers in the UK defined employee share plans is the behaviours, culture, capital generation, Solvency II • There has been a significant contribution pension plan same for all employees and coverage ratio and sustainable financial performance, increase in the size or scope (currently up to 15% of takes into account prevailing and may apply a ‘moderator’ to reduce (but not increase) of an executive director’s base pay). HMRC rules. an AVP award if there are factors that warrant such a reduction. role or responsibilities; or • There is a significant Pension contributions will be change in the regulatory aligned between the majority environment. of the UK workforce and all executive directors by 2022. Performance Personal performance will There are no performance There are no performance A combination of: be taken into consideration conditions. conditions. in determining any base pay increase. • Financial performance (primary measure with at least 70% weighting) – to ensure growth and return to shareholders; and • Strategic and personal performance – to safeguard the future, with the development of future income streams, and focus on key metrics including customers, culture and (from 2021) ESG. Annual report on remuneration Audited information Content contained within a grey outline box indicates that all the information in the panel is audited. Planned implementation for 2021 Content contained within a black outline box indicates that all the information in the panel is planned for implementation for 2021. ‘Single figure’ of remuneration – executive directors The following table shows a single total figure of remuneration for each executive director in respect of qualifying services for the 2020 financial year, together with a comparative figure for 2019. Single figure table Executive director 2020 Nigel Wilson Jeff Davies Kerrigan Procter Michelle Scrimgeour 2019 Nigel Wilson Jeff Davies Kerrigan Procter Michelle Scrimgeour – from 1 July 2019 Fixed Variable PSP Base pay £’000 Benefits £’000 Pensions £’000 Total fixed £’000 Replacement award £’000 AVP £’000 Face value £’000 Share price appreciation £’000 Total variable £’000 974 584 494 532 942 548 518 192 24 23 23 18 24 22 31 6 146 1,144 77 62 54 684 579 604 346 213 244 347 141 1,107 1,292 72 70 19 642 619 217 763 707 372 – – – – – – – 561 309 293 – 1,975* 1,087* 1,032* (82) (45) (43) – (54) (30) (28) 825 477 494 347 3,213 1,820 1,711 Total £’000 1,969 1,161 1,073 951 4,320 2,462 2,330 1,763 – – 2,135 2,352 Both Kerrigan and Michelle stepped down from the Board on 26 November 2020 and in accordance with reporting requirements the single figure table provides details of their remuneration for the period when they were Group Board directors. Since stepping down from the Board both Kerrigan and Michelle continue to be employed as CEO Legal & General Capital1 and CEO Legal & General Investment Management and their remuneration is unchanged. In order to provide full transparency, details of their full remuneration for 2020 are provided below. Executive Director Kerrigan Procter Michelle Scrimgeour Base pay (£’000) Benefits (£’000) Pension (£’000) 542 592 25 20 69 59 Total Fixed (£’000) 636 671 AVP (£’000) 271 385 PSP (£’000) Total Variable (£’000) 250 – 521 385 Total (£’000) 1,157 1,056 *Reporting of the 2017 PSP in the 2019 annual report The vesting date of the 2017 PSP award occurred after the 2019 results announcement. As a result, the PSP figures recognised in the 2019 annual report were based on a three-month average share price to 31 December 2019. The 2017 PSP figures reported in the 2019 single figure table above now reflect the actual vesting price of the shares, which vested on 6 March 2020, at £2.414 per share. The figures in the 2019 report were £2,193,000 (Nigel Wilson), £1,206,000 (Jeff Davies) and £1,146,000 (Kerrigan Procter). 1. Later this year Kerrigan will move from his current role as CEO Legal & General Capital to a new role as President of Asia, Legal & General Group. 96 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Base pay Executive director Nigel Wilson Jeff Davies Kerrigan Procter Michelle Scrimgeour Annual base pay as at 1 January 2020 Annual base pay effective 1 March 2020 Total base pay paid in 2020 Annual base pay effective 1 March 2021 % increase 945,000 555,000 525,000 575,000 979,500 590,000 545,000 595,000 973,833 584,167 493,8061 531,8611 979,500 590,000 545,000 595,000 – – – – Benefits Benefits include the elements shown in the table below. Executive director 2020 Nigel Wilson Jeff Davies Kerrigan Procter¹ Michelle Scrimgeour¹ 2019 Nigel Wilson Jeff Davies Kerrigan Procter Michelle Scrimgeour Car allowance, insurances and taxable expenses £’000 Discount SAYE and SIP matching shares £’000 Dividends £’000 Total benefits £’000 19 20 18 18 20 20 20 6 4 1 4 – 3 1 3 – 1 2 1 – 1 1 8 – 24 23 23 18 24 22 31 6 The Share Incentive Plan (SIP) matching shares and dividends relate to the all-employee share purchase plan. No dividends are payable on outstanding share bonus plan (SBP) or PSP awards. The Save As You Earn (SAYE) is calculated based on the value of the discount on SAYE share options exercised in the year. No directors exercised SAYE options during the year. Benefits for 2021 Benefits for 2021 remain in line with policy. Pension Nigel Wilson and Kerrigan Procter received a cash allowance of 15% of base pay. Jeff Davies received a cash allowance of 13.8% of base pay and Michelle Scrimgeour received a cash allowance of 10% of base pay. All cash allowances are subject to normal payroll deductions for income tax and national insurance. Pension for 2021 Pension arrangements for 2021 remain unchanged for both the executive directors, Nigel Wilson (a cash allowance of 15% of base pay) and Jeff Davies (a cash allowance of 13.8% of base pay) and for the former executive directors, Kerrigan Procter (a cash allowance of 15% of base pay) and Michelle Scrimgeour (a cash allowance of 10% of base pay). 1. These figures represent the value of benefits received for the period in which Kerrigan Procter and Michelle Scrimgeour were executive directors. Details of the value of Kerrigan’s and Michelle’s benefits for the full year can be found on page 96. Annual report on remuneration Legal & General Group Plc Annual Report and Accounts 2020 97 Annual report on remuneration continued 2020 Annual Variable Pay (AVP) awards This reflects the total AVP awards to be paid in 2021 based on performance for the year ended 31 December 2020. The value includes both the cash element and the portion deferred into shares (50% of the award). The executive directors’ AVP awards in relation to performance during 2020 were agreed by the Committee in February 2020 and were measured against a basket of metrics and objectives. For Nigel Wilson and Jeff Davies, they were weighted between group financial objectives (70%) and other strategic personal objectives including effective risk management (30%). For Kerrigan Procter and Michelle Scrimgeour they were weighted between group financial objectives (20%), divisional objectives (50%) and other strategic personal objectives (30%). Since 2017, the AVP awards have been subject to potential adjustment based on an assessment of overall financial performance, risk and any other circumstances considered relevant by the Remuneration Committee as well as a Solvency II performance measure. For 2020, the Solvency II performance measure was assessed by the Committee on a qualitative assessment of performance informed by input from the Chief Risk Officer and the Risk Committee. Based on this assessment and consideration of all the circumstances, it was determined that no adjustment was necessary to the formulaic outcome. For 2020, AVP payouts as a percentage of the maximum were: Nigel Wilson 23.5%, Jeff Davies 24.1%, Kerrigan Procter 28.4% and Michelle Scrimgeour 37.0%. The tables below illustrate performance against each of the measures. Performance outcome (% of maximum) Executive director Group financial (max 70%/20%) Divisional financial (max 50%) Strategic personal (max 30%) Total (max 100%) AVP award (£) Cash Deferred Total N Wilson J Davies K Procter M Scrimgeour – – – – n/a n/a 5.9 13.0 23.5 24.1 22.5 24.0 23.5 24.1 28.4 37.0 172,850 106,450 122,082 173,520 172,850 106,450 122,082 173,520 345,700 212,900 244,1641 347,0401 In these unusual circumstances, our 2020 results demonstrated the resilience of our business model, with financial performance sustained at a level that enabled continued dividend payments to shareholders. Legal & General operated throughout 2020 without accessing any furlough scheme or other Covid-19 business support and continued to pay Legal & General employees as normal. Nonetheless, the 2020 financial performance targets had assumed growth and that was not achieved. As a result executive directors will receive no bonus based on Group financial performance for 2020, although some divisional financial performance targets were achieved. 30% of the bonus opportunity for executive directors is based on strategic objectives, and the Committee carefully considered whether it was appropriate to pay any bonus based on the achievement of strategic objectives when Group financial performance targets had not been achieved. Reflecting on the necessary change in business focus during the year to protect stakeholders, and the progress of strategic objectives despite the impact of Covid-19, the Committee concluded that it would be inappropriate to exercise its discretion to prevent a bonus payout based on the achievement of these strategic objectives (strategic implementation, effective risk management and company culture). Group financial – achievement Weighting 2020 performance Performance measures Nigel Wilson Jeff Davies Kerrigan Procter Michelle Scrimgeour Threshold Target Maximum Net release from operations 20.00% 20.00% Operating profit2, 3 25.00% 25.00% Adjusted EPS2 Adjusted ROE2 12.50% 12.50% 12.50% 12.50% 5.71% 7.14% 3.57% 3.57% 5.71% 7.14% 3.57% 3.57% 1,579 2,085 28.8 18.5 1,682 2,210 31.2 19.0 1,734 2,273 32.2 19.5 Actual 1,511 2,007 19.5 12.9 Payout % of maximum 0% 0% 0% 0% Solvency II performance4 Underpin 1. These figures represent the AVP received for the period in which Kerrigan Procter and Michelle Scrimgeour were executive directors. For full transparency, details of Kerrigan’s and Michelle’s full year AVP can be found on page 96. 2. Performance measures exclude the impact of mortality assumption changes, profits and gain on disposal, less separation costs relating to the Mature Savings business. 3. References to ‘operating profit’ in the Annual report on remuneration represent ‘Group adjusted operating profit’, an alternative performance measure defined in the glossary. 4. Solvency II performance assessed on a qualitative basis. 98 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Divisional performance – achievement Divisional objectives represent a maximum of 50% of the total AVP opportunity for Kerrigan Procter and Michelle Scrimgeour. The key measures for Legal & General Capital (LGC) were operating profit (for direct investments and traded portfolio but excluding modular housing), profit before tax (PBT, for direct investments excluding modular housing), PBT (traded portfolio), PBT (modular housing) and divisional expenses. The key measures for Legal & General Investment Management (LGIM) were operating profit (excluding workplace savings), PBT, divisional expenses, global annualised net new revenue and external net flows. Divisional and personal strategic objectives are considered by the Group Board to be commercially sensitive. The actual targets are not formally disclosed in the annual report and will not be disclosed in this year’s report or in a future report as they relate to subsidiaries of the Group. Performance commentary is given in the table below. Executive director Divisional measures Summary of performance Kerrigan Procter LGC key measures were operating profit (for direct investments and traded portfolio but excluding modular housing), PBT (for direct investments excluding modular housing), PBT (traded portfolio), PBT (modular housing) and divisional expenses • Growth of the direct investment portfolio to £3.1bn, an increase of 9% over 2019. • Operating profit of £275m, a decrease of 24% due to lower profits from direct investments and the pause in housebuilding activity due to Covid-19. Michelle Scrimgeour LGIM key measures were operating profit (excluding workplace savings), PBT, divisional expenses, global annualised net new revenue and external net flows • Operating profit growth of 3%, up to £404m. • Assets under management up by £82.7bn, an increase of 7% on 2019. • External net flows of £20.4bn, down on 2019. • Cost income ratio increasing to 57%, reflecting continued investment to ensure operational efficiency and future growth. Payout (out of 50%) 5.9% 13.0% Strategic personal performance – achievement Personal objectives represent a maximum 30% of the total AVP opportunity. For all of the directors, the objectives covered strategic implementation, effective risk management, customer experience and company culture. A performance commentary is given in the table below. Executive director Overview of measures Summary of performance Nigel Wilson Jeff Davies For 2020, Nigel’s objectives focused on delivering on the medium-term strategy and ensuring good progress against the company’s five year aims as set out at our Capital Markets Event, and continuing to deliver benefits to society through investments in the real economy. Nigel’s award reflects his delivery against all his strategic personal objectives including: • Delivering business performance consistent with the achievement of the company’s five year aims, including growth in our retirement and investment businesses and maintaining a resilient Solvency II position. • Strong leadership through the year, ensuring good engagement across the business and continued effective delivery of services to clients. Jeff’s objectives included delivering against the company’s medium-term strategy with a focus on ensuring the sustainability of performance through effective management of the balance sheet. Kerrigan Procter Kerrigan’s objectives focused on the continued implementation of LGC’s strategy to invest in the real economy across housing, specialist commercial property, clean energy, and SME finance as well as continued development of a strong culture and risk discipline across the business. Jeff’s award reflects his continued strong performance throughout the year and dealing with the additional challenges presented by Covid-19. Key achievements include: • Driving performance of the Group finance function, embracing technology to build engagement. • Ensuring a Solvency II surplus of £7.4 billion, before payment of dividends, through effective management of the balance sheet. • Ensuring continued effective delivery of financial reporting and controls as the function adapted to a remote working environment. Kerrigan’s award reflects his strong performance in delivering across the core areas of strategic focus and his response to the challenges created by Covid-19, including: • Significant new investments including the Life and Mind sciences building in Oxford, the Health Innovation campus in Birmingham, Sheffield’s West Bar Square and Kensa Group. • Set up of a new Suburban Build to Rent business to deliver 1,000 new homes a year by 2024. • Strong management of the health and safety risks faced by the housing businesses due to Covid-19. Michelle Scrimgeour Michelle’s objectives focused on delivering progress against LGIM’s strategic pillars of modernising, diversifying and internationalising the business and continued strengthening of risk governance within the business. Michelle’s award reflects her delivery against key objectives, including: • Progress on stewardship and ESG activities, with an A+ rating from the UN Principles for Responsible Investing. • Technology investments to create a scalable global operating model and further enhance customer service, including the ‘Manage Your Account’ portal for 4 million DC scheme members. • Continued international growth across the US, Asia and Europe with a 5% increase in AUM. • Continued strengthening of risk governance. Payout (out of 30%) 23.5% 24.1% 22.5% 24.0% Annual report on remuneration Legal & General Group Plc Annual Report and Accounts 2020 99 Annual report on remuneration continued Risk consideration The Committee reviewed a comprehensive report from the Chief Risk Officer to ascertain that the executive directors’ objectives had been fulfilled within the risk appetite of the Group. In addition, the Committee received feedback from the Group Regulatory Risk and Compliance function that there were no issues to consider around regulatory breaches or customer outcomes of such materiality that they would prevent payment of any AVP award or trigger a recommendation that malus should be applied. The Committee was satisfied that the AVP awards should be paid. Deferral policy In line with our policy, 50% of all 2020 AVP awards were deferred for three years into conditional shares, subject to continued employment and clawback/malus provisions. AVP potential 2021 In line with our policy, for 2021 the target and maximum AVP opportunities for our executive directors will be: Executive director Nigel Wilson Jeff Davies Target opportunity (% of base pay) Maximum opportunity (% of base pay) 75% 75% 150% 150% Performance will be based on a combination of group financial performance targets as well as strategic (including environmental, social and governance measures) and personal measures. The percentage weightings will be the same as in 2020. Group financial targets will be disclosed in the 2021 annual report. Some strategic and personal targets are considered confidential and will not be disclosed in any future report. In line with our policy, 50% of all 2021 AVP awards will be deferred for three years into conditional shares, subject to continued employment and clawback/malus provisions. 100 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Details of how the 2018 PSP award vested The 2018 PSP award vested at 24.2% in March 2021 based on a combination of TSR (50%) and EPS growth (50%) over the three-year performance period ended 31 December 2020. Performance measure TSR EPS growth (% p.a.) Overall Weighting Outcome (% of maximum) 50% 50% 100% 24.2 0 24.2 The Committee carefully reviewed the company’s underlying performance over the performance period taking into consideration a qualitative assessment of Solvency II performance. The Committee saw no reason not to allow the PSP to vest in accordance with the TSR and financial performance out-turn. The results are shown below: Grant date 16 April 2018 Performance period 1 January 2018 to 31 December 2020 Comparator group FTSE 100 Bespoke comparator group Comparator group 80th percentile TSR performance Legal & General’s notional rank Legal & General’s TSR1 Comparator group median rank 47.0 19.0 36.6 % of award vesting against comparator group 46.5% Percentage of element vesting 5.9% 12.5 5.0 9.4 50.3% 48.4% Performance condition EPS growth (% p.a.) Performance target Threshold 5.0% Maximum Actual performance Percentage of element vesting 14.0% (3.5)% 0% 1. TSR is calculated under the PSP scheme rules using the three-month average prior to the start and end of the performance period. The figures reported for the 2018 PSP, with a performance period ended 31 December 2020, reflect the market value of the awards that will vest in March 2021. The share price at the date of vesting was not known at the end of the financial year and as such the value included in the ‘single figure’ of remuneration is based on the number of shares that will vest multiplied by the average share price over the quarter ended 31 December 2020 (£2.283). Executive director Nigel Wilson Jeff Davies Kerrigan Procter Michelle Scrimgeour Shares granted in 2018 Shares vesting in March 2021 867,717 477,385 453,515 – 209,988 115,527 109,751 – Estimated value of shares on vesting (£) 479,323 263,705 250,520 – Annual report on remuneration Legal & General Group Plc Annual Report and Accounts 2020 101 Annual report on remuneration continued Performance Share Plan (PSP) 2021 awards: Nigel Wilson, Jeff Davies, Kerrigan Procter, and Michelle Scrimgeour will each be granted an award over nil-cost options with a face value of 250% of base pay. For the 2021 award, the following performance measures will be used: • Relative TSR performance against the FTSE 100 (25% of award) and a bespoke group of companies (25% of award). • EPS growth (50% of award). Vesting of awards will be subject to an assessment of performance against Solvency II objectives. From 2021, environmental, social and governance (ESG) measures will be considered for the vesting of performance share plan (PSP) awards. Having considered the business plan over the coming three years and market expectations of performance and given the level of stretch within the TSR performance conditions, the Committee considered it appropriate to continue to set threshold vesting (15% of the award) at median TSR performance and maximum vesting at the upper quintile TSR performance. For the EPS growth measure the Committee considered it appropriate for vesting to be based on performance as set out in the table below: EPS growth p.a. <5% 5% 12% Between 5% and 12% Proportion of shares vesting 0% 15% 100% Straight line basis between 15% and 100% 102 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Other remuneration information Total shareholder return (TSR) The chart shows the value, as at 31 December 2020, of £100 invested in Legal & General shares on 31 December 2010, compared to £100 invested in the FTSE 100 on the same date. The FTSE 100 Index was chosen as the company is a member of this index. Total shareholder return (%) As at 31 December 2020 500% 400% 300% 200% 100% 0% -100% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Legal & General FTSE 100 Chief Executive – historic remuneration information The table below shows the remuneration of the Group Chief Executive in place at the time over the same period. Year 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011 Name Nigel Wilson Nigel Wilson Nigel Wilson Nigel Wilson Nigel Wilson Nigel Wilson Nigel Wilson Nigel Wilson Nigel Wilson – appointed CEO 30 June 2012 Tim Breedon – retired 30 June 2012 Tim Breedon Group Chief Executive single figure of total remuneration (£’000) Annual variable element against maximum opportunity PSP vesting rates against maximum opportunity 1,969 4,592 3,398 3,439 5,417 5,497 4,213 4,072 898 3,280 2,325 23.5% 91.1% 80.4% 85.3% 87.8% 86.3% 90.7% 93.1% 96.0% 84.8% 79.6% 24.2% 86.9% 48.7% 59.9% 76.6% 100% 100% 100% 0%1 100%2 16.6% 1. The 2009 PSP vested in full in 2012. However, no PSP is shown in the figure for Nigel Wilson as, while he received the PSP, it vested during the time he was CFO. 2. The 2009 PSP vested in full in 2012. The PSP figure that vested for Tim Breedon is shown in his figure as it vested during the time he was Group Chief Executive. Due to the timing of the vesting of PSP awards, initially PSP figures within the single figure are calculated based on three-month average share prices to 31 December of the respective year. In the following year, as noted under the single figure table on page 96 for the 2019 PSP, the figures are restated to reflect the actual share price on the vesting date. The figures in the table above have been restated for the years 2015-2019. Annual report on remuneration Legal & General Group Plc Annual Report and Accounts 2020 103 Annual report on remuneration continued Scheme interests awarded during the financial year The following table sets out details of PSP awards made in 2020. Executive director Reason for award Award type Awards granted in 2020 Grant price £ Face value at grant price £ Nigel Wilson Jeff Davies Kerrigan Procter PSP Conditional shares Deferred bonus Conditional shares PSP Deferred bonus PSP Conditional shares Conditional shares Conditional shares Deferred bonus Conditional shares Michelle Scrimgeour PSP Conditional shares Deferred bonus Conditional shares 1,068,110 277,497 643,374 163,720 594,303 151,717 648,826 79,831 2.2926 2.3287 2.2926 2.3287 2.2926 2.3287 2.2926 2.3287 2,448,749 646,198 1,474,999 381,249 1,362,499 353,298 1,487,498 185,900 Performance conditions for PSP awards granted in 2020 The PSP awards were granted on 12 August 2020. 25% of the award will vest based on TSR performance relative to the FTSE 100, 25% of the award will vest based on TSR performance relative to a bespoke peer group (comprising Aegon, Ageas, Allianz, Assicurazioni Generalli, Aviva, AXA, CNP Assurance, Gjensidige Forsikring, Hannover Rueck., Lincoln National, M&G, Mapfre, Metlife, Muenchener Ruck., NN Group, Phoenix Group, Prudential Financial, Prudential, Sampo A, Standard Life Aberdeen, Swiss Re, Talanx and Zurich Insurance Group), and 50% of the award will vest based on the EPS growth. Vesting will be based on performance as set out in the table below: Vesting level 0% 15% 100% TSR Below median Median 80th percentile and above EPS growth p.a. <5% 5% 12% Straight line basis between 15% and 100% Between median and the 80th percentile Between 5% and 12% Ordinarily, share awards are granted in April of each year, following announcement of the company’s annual results. Due to market volatility in April 2020 as a result of the Covid-19 pandemic, the Remuneration Committee agreed to defer the grant of share awards to executive directors and Persons Discharging Managerial Responsibility (PDMR) until markets had become more settled. The share awards were subsequently granted on 12 August 2020 based on the average share price at the time of grant. For the PSP awards this was based on the average share price for the five days preceding the grant date and for the deferred bonus SBP awards this was based on the average share price for the three days preceding the grant date. In both cases the share price at grant was higher than if the grant had been made in April 2020 as originally intended. The PSP awards were granted with an additional provision that the Remuneration Committee may amend the vesting downwards (but not increase the level of vesting) to ensure there are no ‘windfall gains’ as a result of a low share price due to market volatility at the time of grant. The PSP awards granted do not attract dividend equivalents during the vesting period. At the end of the three-year performance period commencing 1 January 2020, the Committee will critically assess whether the formulaic vesting outcome is justified. To do this, the Committee will look at a number of factors including: whether the result is reflective of underlying performance and has been achieved within the company’s agreed risk appetite, the Solvency II coverage ratio, the quality of earnings and the nature of any changes in leverage or key assumptions. If such considerations mean that the formulaic outcome of the vesting schedule is not felt to be justified, then the Committee can exercise downwards discretion. The Remuneration Committee may also consider reducing the number of shares vesting and/or impose further conditions on the award to neutralise any ‘windfall gain’ that might arise. 104 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Payments to past directors As set out in the 2019 annual report and accounts, Mark Zinkula had a maximum of 331,292 shares to vest from the 2018 PSP award. As indicated on page 101 the 2018 PSP award vested at 24.2% based on performance. Mark’s outstanding deferred share bonus awards have vested or will vest at the normal times as set out in the table below: Bonus year 2016 2017 2018 2019 Grant date 18/04/2017 16/04/2018 16/04/2019 14/04/2020 Vesting date 18/04/2020 16/04/2021 16/04/2022 14/04/2023 Awards 166,682 164,818 121,306 100,979 Grant price £2.495 £2.688 £2.867 £2.043 Statement of directors’ shareholding and share interests Total shareholding of executive directors: Nigel Wilson Jeff Davies Kerrigan Procter Type Shares ESP Options Shares ESP Options Shares ESP Options Michelle Scrimgeour Shares ESP Options Owned outright/ vested shares Subject to deferral/ holding period 3,299,219 17,487 – 79,096 2,514 – 516,217 20,632 – 37,766 – – 688,904 4,815 678,629 397,759 1,388 300,269 392,026 1,355 327,343 357,130 – – Total vested and unvested shares (excludes any shares with performance conditions) 3,988,123 22,302 678,629 476,855 3,902 300,269 908,243 21,987 327,343 394,896 – – Subject to performance conditions – – 2,763,934 – – 1,606,850 – – 1,507,634 – – 648,826 Shares sold or acquired during the period 1 January 2021 and 9 March 2021 Owned outright/ vested shares Subject to deferral/ holding period 143 – – 143 – – 125,704 – – – – – 81 – – 81 – – 81 – – – – – Annual report on remuneration Legal & General Group Plc Annual Report and Accounts 2020 105 Annual report on remuneration continued Shareholding requirement – executive directors The shareholding requirement for all executive directors is 325% of base pay. Actual share ownership as % of 2020 base salary: vested shares1 Guidelines on share ownership as a % of base salary Guideline met Shares owned at 1 January 2020 Shares owned at 31 December 2020 Nigel Wilson Jeff Davies Kerrigan Procter Michelle Scrimgeour – appointed 2 September 2019 901% 37% 262% 17% 1. Closing share price as at 31 December 2020: £2.662 325% 325% 325% 325% Yes No No No Shares sold or acquired during the period 1 January 2021 and 9 March 2021 224 224 125,785 3,013,450 3,316,706 1,582 460,162 81,610 536,849 – 37,766 – Notes Shares used for the above calculation exclude those with performance conditions, any unexercised options, those shares subject to a period of deferral and any shares held in a private trust where the executive director is not a trustee. They include vested shares where the executive director has beneficial ownership, shares independently acquired in the market and those held by a spouse or civil partner or dependant child under the age of 18 years. Although the share ownership guidelines are not contractually binding, executive directors are normally expected to retain any after tax vested share awards until the guideline is met. The Committee retains the discretion to withhold future grants under the PSP if executives are not making satisfactory progress against the guidelines. Once shareholding requirements have been met, executive directors may sell surplus shares if they wish. The Committee has discretion to allow executive directors to sell shares prior to the shareholding guidelines being met if there are extenuating circumstances, for example, changes to personal circumstances. From 2020 all executive directors will also be required to maintain this level of shareholding for two years post-cessation of their employment. Share options exercised during 2020 The following table shows all share options exercised by the executive directors during 2020. Executive director Date of grant Shares exercised Exercise date Nigel Wilson Nigel Wilson Nigel Wilson Jeff Davies Jeff Davies Kerrigan Procter Kerrigan Procter Kerrigan Procter 14/04/2015 21/04/2016 18/04/2017 18/04/2017 07/04/2017 14/04/2015 21/04/2016 18/04/2017 170,045 158,009 265,173 145,859 1,791 44,844 53,501 19/04/2020 19/04/2020 19/04/2020 09/03/2020 22/06/2020 17/12/2020 17/12/2020 138,566 17/12/2020 Share price at date of exercise £ 2.054 2.054 2.054 2.180 2.205 2.587 2.587 2.587 Gain £ 349,272 324,550 544,665 317,973 349 116,011 138,407 358,470 Non-executive directors’ remuneration – 2020 Non-executive directors’ fees The fees for the Chairman and non-executive directors were reviewed during 2020 and with effect from 1 August 2020 the fee for the Chairman was increased from £505,000 to £523,000. The attendance fees for non-executive directors were changed to £10,000 for membership of each of the Audit, Remuneration and Group Risk Committees (rather than being payable for sitting on any two Board committees). The current limit for fees paid to non-executive directors is an aggregate of £1,500,000 p.a. The table below sets out the current fees. Annual fees Chairman Base fee Additional fees: Senior Independent Director Committee Chairmanship fees (Audit, Remuneration and Group Risk Committees) Attendance fee (Audit, Remuneration and Group Risk Committees) 106 Legal & General Group Plc Annual Report and Accounts 2020 Governance Current fee £ 523,000 75,000 30,000 30,000 10,000 Governance The table below shows the actual fees paid to our non-executive directors in 2020 and 2019. Non-executive director Sir John Kingman Chairman T N Henrietta Baldock1 A N R Ri Philip Broadley A T N R Ri Lesley Knox2 A N R Ri George Lewis A N Ri Ric Lewis N R Ri – appointed 18 June 2020 Julia Wilson Toby Strauss A T N Ri A T N Ri Key: NED Committee membership: A = Audit Fees for 2020 512,500 199,167 119,167 219,167 71,458 49,532 119,167 115,000 Benefits for 20203 Total remuneration for 2020 Fees for 2019 Benefits for 2019 Total remuneration for 2019 – – 3,053 1,628 21,227 – 89 512,500 496,250 – 496,250 199,167 122,220 190,625 115,000 220,795 165,000 1,115 1,439 3,062 191,740 116,439 168,062 92,685 49,532 119,256 102,708 17,906 120,614 – 115,000 115,000 – 367 437 – 115,367 115,437 444 115,444 N = Nominations & Corporate Governance R = Remuneration Ri = Risk T = Technology 1. 2. Henrietta Baldock is also Chair of the Legal and General Assurance Society Board for which she receives a separate fee to that paid to her as a non-executive director of the Group. The actual fees in the table above include her total fees for both roles. Lesley Knox is also Chair of the Legal & General Investment Management (Holdings) Limited Board for which she receives a separate fee to that paid to her as a non-executive director of the Group. The actual fees in the table above include her fees for both roles. 3. Benefits for non-executive directors relate to taxable travel and accommodation expenses incurred while undertaking their roles as non-executive directors for Legal & General. Shareholding requirements – non‑executive directors Non-executive directors are required to build up a shareholding equivalent to one times base fee. The table below shows their shareholding as at 4 January 2021, taking into account share purchases in relation to December 2020 fees, purchased on 4 January 2021. Name Sir John Kingman Henrietta Baldock Philip Broadley Lesley Knox George Lewis Ric Lewis Toby Strauss Julia Wilson Non-executive directors’ terms of employment Sir John Kingman Julia Wilson Henrietta Baldock Philip Broadley Lesley Knox George Lewis Ric Lewis Toby Strauss Shareholding as at 4 January 2021 Shareholding as a % of base fee 258,955 20,637 92,260 77,600 30,912 6,655 54,620 51,823 132% 73% 327% 275% 110% 24% 194% 184% Guideline met Yes On target Yes Yes Yes On target Yes Yes Shares purchased from 5 January 2021 to 9 March 2021 1,872 2,652 – – 2,602 3,315 3,182 – Current letter of appointment start date Current letter of appointment end date 24 October 2016 24 October 2021 09 December 2017 09 December 20201 04 October 2018 04 October 2021 08 July 2019 01 June 2019 08 July 2022 01 June 2022 01 November 2018 01 November 2021 18 June 2020 18 June 2023 01 January 2020 01 January 2023 The standard term for non-executive directors is three years and for the Chairman is five years. All non-executive directors are subject to annual re-election. 1. Julia Wilson, the company’s Senior Independent Director, will be stepping down from the Board on 31 March 2021 following a nine-year tenure. Philip Broadley, Chair of the Audit Committee, will take on the position of Senior Independent Director following Julia’s departure. Annual report on remuneration Legal & General Group Plc Annual Report and Accounts 2020 107 Annual report on remuneration continued Remuneration for employees below Board General remuneration policy The Group’s remuneration policy is designed to reward, motivate and retain high performers in line with the risk appetite of the Group. Remuneration is considered within the overall context of the Group’s sector and the markets in which the divisions operate. The policy for the majority of employees continues to be to pay around the relevant mid-market range with a competitive package designed to align the interests of employees with those of shareholders, and with an appropriate proportion of total remuneration dependent upon performance. We define core remuneration as base pay, annual bonus and other benefits such as pension. Key employees are also eligible to participate in the performance share plan (PSP). Summary of the remuneration structure for employees below the Board Element Base pay Policy We aim to attract and retain key employees by paying base pay which delivers competitive total remuneration. Factors taken into account when determining salaries include: • The nature, size and scope of the role. • The knowledge, skills and experience of the individual. • Individual and overall business performance. • Pay and conditions elsewhere in the Group. • Appropriate external market data. As a member of the Living Wage Foundation, base pay is also set with reference to the Foundation’s UK and London living wage levels. During 2020, the average base pay increase was 3.6%. For the latest pay review the approach adopted was for the lowest paid employees (less than £30,000) to receive, on average, the highest increases (generally 3% of base pay). Annual bonus The majority of employees participate in a discretionary bonus plan, unless an alternative plan applies based on role. An employee will be considered for a discretionary bonus award based on achievement against objectives, conduct and behaviours, the role performed during that year and internal relativities. The Group operates bespoke bonus plans where business appropriate. However, the Remuneration Committee has ultimate discretion over all bonus plans. Bonuses above a certain threshold are subject to deferral with the deferral amount increasing with the size of the bonus. Deferred awards are normally held in shares for three years. The company reserves the right to adjust deferral levels for code staff as deemed appropriate. Performance share plan (PSP) Participation in the PSP is offered to a small number of senior executives each year in recognition of the strategic and influential role that they hold in terms of driving company performance, as well as their individual contribution. Participation in the plan for one year does not guarantee participation in future years. PSP awards were made to around 80 employees during 2020. Where appropriate, grants under the PSP may also be made for new employees who join the company during the year in key roles. Other share plans and long-term incentives The company operates a Share Bonus Plan (SBP) which provides the vehicle for deferral of annual bonuses in the majority of cases and also allows for a limited number of awards of shares to high potential individuals and those with critical skills. Benefits Pension Employee share plans All UK employees have access to private medical insurance, life insurance, and a range of family-friendly policies (maternity, paternity, adoption and shared parental leave). In addition there are several wellbeing support packages including Unmind (a confidential mental health app), childcare and eldercare support. All employees are given the opportunity to participate in a Group Pension Scheme. The pension opportunity offered to the majority of the workforce is 10% of base pay. All employees are given the opportunity to participate in a ShareSave plan and an Employee Share Purchase plan. These are both HMRC approved plans which offer all employees the opportunity to share in the success of the business. 108 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Annual equal pay audit The Group seeks to ensure that our pay policies and practices are free from unfair bias. Part of the pay review process is an annual equal pay audit that reviews pay and bonus decisions by gender, ethnicity, age and full-time versus part-time working. In addition, it considers the application of the pay policy more widely, in particular looking at decisions made in the annual pay review across grades, functions and divisions. Gender pay reporting The Group has published its gender pay report for 2020. Further details can also be found on page 54 of the annual report. Pay ratio in relation to the Group CEO Since 2016 we have voluntarily disclosed details of the pay ratio in relation to the Group CEO and the wider UK employee population. From 2018 we made some amendments to how we report the information in order to align with the reporting requirements set out by BEIS, which came into effect for financial years starting 1 January 2019. The tables below provide the ratio between the CEO base pay and single figure total remuneration and the base pay and total remuneration for UK employees banded by percentile. Total remuneration Year 2020 2019 2018 2017 Base pay Year 2020 2019 2018 2017 Method 75th percentile Median 25th percentile 75th percentile Median 25th percentile Pay ratio All UK employees £ B B A B A B A 22 64 61 39 49 51 52 41 105 105 79 83 90 89 68 158 167 134 132 133 137 90,324 67,744 70,892 86,082 69,923 67,475 66,572 47,472 41,177 40,982 42,906 40,814 38,055 38,802 29,030 27,408 25,814 25,381 25,730 25,891 25,023 Method 75th percentile Median 25th percentile 75th percentile Median 25th percentile Pay ratio All UK employees £ B B A B A B A 14 16 16 13 16 18 16 23 26 27 26 27 27 27 40 40 42 41 41 42 42 70,167 59,692 60,000 71,583 57,853 51,550 58,020 42,408 36,000 35,000 35,493 34,475 33,706 33,649 24,479 23,375 22,550 22,570 22,781 21,765 22,148 Pay ratio commentary Between 2019 and 2020 the ratio of total remuneration for the Group CEO compared to UK employees has fallen. The decrease is the result of the lower bonus and lower level of vesting of the 2018 PSP compared with the PSP awards in the previous three years. Methodology We have chosen option B as our method for calculating the pay ratio for 2020, consistent with the methodology for reporting of the gender pay gap. The total remuneration figures for the UK employees are based on salaries at 1 December 2020. Bonus amounts for 2020 are not determined for some eligible employees until after publication of this report, and therefore it is not possible to determine the exact 2020 total remuneration for all UK employees (option A) within this timescale. For completeness and transparency, we have included the pay ratios based on the option A method for previous years and we will also retrospectively disclose the pay ratio for 2020 based on the option A method in the 2021 report. We do not believe that this will result in pay ratio figures which are materially different to the 2020 figures disclosed above. Gender Pay Gap Report Our 2020 gender pay gap report is available on our group website. See: www.legalandgeneralgroup.com/investors/ results-reports-and-presentations/ Annual report on remuneration Legal & General Group Plc Annual Report and Accounts 2020 109 Annual report on remuneration continued Percentage change in directors’ in 2020 remuneration compared with all UK employees As required under the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the analysis has been expanded to cover all executive directors and non-executive directors, rather than just the Group CEO as has been the case in previous years. Base pay/ fees (% change) Benefits (% change) AVP (% change) Executive directors Nigel Wilson Jeff Davies Kerrigan Procter Michelle Scrimgeour Chairman & NEDs1 Sir John Kingman Henrietta Baldock Philip Broadley Lesley Knox George Lewis Ric Lewis Toby Strauss Julia Wilson Average for UK employees 3.4% 6.6% 3.2% 2.9% 3.3% 4.5% 3.6% 1.9% 4.9% n/a 0.0% 3.6% 3.5% 3.4% 6.3% (7.1)% 2.5% n/a n/a n/a n/a n/a n/a n/a n/a 3.5% (73.2)% (72.1)% (61.7)% (48.2)% n/a n/a n/a n/a n/a n/a n/a n/a 2.7% 1. The increase in fees for non-executive directors of the Group is a result of the change in the fee structure in relation to committee memberships. The base fee for non-executive directors has not changed from 2019. As with last year we have chosen the whole UK employee population as the comparator group. This group has been chosen because it includes a wider cross section of the Group’s employees. The increase in benefits for the employee comparator group relates to the impact of base pay increases. Relative importance of spend on pay The chart opposite shows the relative importance of spend on pay compared to shareholder dividends and operating profit for the year. Operating profit has been shown because it is a KPI of the business. No share buybacks were made in 2019 or 2020. (£m) 2,500 2,250 2,000 1,750 1,500 1,250 1,000 750 500 250 0 3% decrease 0% increase 14% increase 28% decrease Share dividends Operating profit Tax Expenditure on pay 2019 2020 110 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Remuneration Committee The table below shows the members and attendees of the Remuneration Committee during 2020. Committee members, attendees and advice Meetings in 2020 During 2020, the Committee met six times and in addition had ongoing dialogue via email and telephone discussion. An outline of the Committee undertakings during 2020 is shown in the table below. During 2020 the Remuneration Committee comprised the following non-executive directors: Year Lesley Knox Philip Broadley Henrietta Baldock Ric Lewis Committee undertakings Number of Remuneration Committee meetings attended during 2020 6/6 6/6 6/6 3/3 Quarter First Second Governance Performance Remuneration policy Regulatory • Reviewed findings of the CRO report. • Approved the 2020 AVP performance measures. • Approved the 2019/20 annual pay review and executive pay awards. • Approved vesting of the 2017 PSP, LGIM LTIP and LGC Direct Investment Share Awards. • Approved the 2020 ShareSave invitation. • Consideration of approach to 2020 PSP and SBP awards in light of the impact of Covid-19. Third • Reviewed outcomes of • Financial update and indicative AGM season. variable pay update for executive teams. • Approval of 2020 PSP awards for executive directors and other PDMRs. • Review of potential implications on remuneration of Investment Firm Prudential Regime. • Review of pension arrangements. Fourth • Review and approval of • Review of the base pay increase Committee terms of reference. • Review of report on the activities of the Group Reward Steering Committee in 2020. budget proposals for 2021. • Consideration of incentive out-turns in respect of 2020. • Review of AVP and PSP performance measures and targets for 2021. • Review of code staff lists. • Approved remuneration policy statements for FCA and PRA. At the invitation of the Remuneration Committee, the Group Chairman attends Committee meetings. Where appropriate, the Group Chief Executive, Nigel Wilson, and the Group HR Director, Group Reward Director, Head of Executive Compensation, Director of Group Finance and Group Chief Risk Officer also attend meetings. No person is present during any discussion relating to his or her own remuneration. At the invitation of the Remuneration Committee, a representative from Deloitte also attended Committee meetings. During 2020, Deloitte principally advised the Committee on external developments affecting remuneration as well as specific matters raised by the Remuneration Committee. Deloitte were appointed by the Committee. The Committee reflects on the quality of advice provided and whether it properly addresses the issues under consideration as part of its normal deliberations. The Committee is satisfied that the advice received from the Deloitte LLP engagement team is objective and independent. Deloitte are signatories to the Remuneration Consultants’ Group Code of Conduct in relation to executive remuneration consulting in the UK. The total fees paid to Deloitte in relation to Remuneration Committee work during 2020 were £105,600 (excluding VAT). While fee estimates are required for bespoke pieces of work, fees are generally charged based on time with hourly rates in line with the level of expertise and seniority of the adviser concerned. During the year, Deloitte also provided the company with consulting services. Annual report on remuneration Legal & General Group Plc Annual Report and Accounts 2020 111 Annual report on remuneration continued Terms of reference The Committee’s terms of reference are available on our website. The remit of the Committee includes the remuneration strategy and policy framework for the whole company as well as the executive directors. The Committee particularly focuses on: • Determining the individual remuneration for executive directors and for other designated individuals or for those who are discharging a head of control function role. • Undertaking direct oversight on the remuneration of other high earners in the Group. • Oversight of the remuneration of Code staff and employees in the control and oversight functions. • Oversight of remuneration policies and structures for all employees. Considering risk The Reward Steering Committee (RSC) and the Group Regulatory Risk and Compliance Function make a key contribution to the process of designing reward structures and evaluating whether achievement of objectives and any payment from plans have taken into account the overall risk profile of the Group. Reward Steering Committee (RSC) Reporting to the Remuneration Committee, the RSC helps set the framework within which our incentive arrangements are normally reviewed and implemented, with a view to supporting business strategy, whilst acting within the Group’s risk appetite. The members of the RSC include the Group HR Director, Group Chief Risk Officer (CRO), Group Conduct Risk Director, Regulatory Risk Director, LGIM Chief Compliance Officer, the Director of Group Finance, the Group Reward Director and the Head of Executive Compensation. Where a business unit tables a proposal for consideration, the relevant business manager is required to attend the RSC meeting to explain the background and to answer all questions and challenges from the RSC. Group Regulatory Risk and Compliance Function The Remuneration Committee also works closely with the Group Regulatory Risk and Compliance Function with respect to remuneration proposals. In particular, the function reports to the Committee on an annual basis on whether any risks have been taken outside of pre-agreed parameters, there have been regulatory breaches, or they are aware of any other considerations that may lead the Committee to consider whether it should impact the payment of bonuses to staff (including in particular the executive directors and Code staff). The CRO also specifically looks at the overall risk profile of the Group and whether executive directors have achieved objectives within the Group’s accepted risk appetite. The CRO also reviews the executive directors’ objectives for the forthcoming year to ensure they are in line with the risk parameters. Since the implementation of a new Solvency II remuneration policy in 2016, the scope of the CRO report has been extended to consider whether there are any risk considerations which may warrant adjustments to the overall level of corporate annual variable pay awards. Engagement with shareholders The Committee seeks to maintain an active and productive dialogue with investors on developments in the remuneration aspects of corporate governance and any changes to the Group’s executive pay arrangements. During 2019, we reviewed our approach to remuneration in the context of future business strategy, updated investor guidelines and evolving best practice, and sought feedback from shareholders and representative bodies. The responses that we received helped shape our thinking with respect to the new remuneration policy which was approved by shareholders at the 2020 AGM in May 2020. Unfortunately due to Covid-19 restrictions we had to change the format of the 2020 AGM but we have continued to engage with shareholders throughout the year and were able to hold a virtual shareholder event in December 2020. During 2021 the Committee will continue to review the remuneration policy and will consult with the Group’s largest shareholders on any changes. 112 Legal & General Group Plc Annual Report and Accounts 2020 Governance Governance Statement of voting at the Annual General Meeting (AGM) 2020 The table below shows the voting outcomes on the directors’ remuneration policy and the directors’ remuneration report at the last AGM in May 2020. Item Remuneration policy 2019 remuneration report For 95.71% 4,109,620,878 95.40% 4,089,839,555 Against 4.29% 184,122,218 4.60% 197,291,047 Abstain number – 12,853,165 – 19,465,659 Dilution limits The company’s all-employee plans and the now-closed ESOS operate within the Investment Association’s dilution limit of 5% of issued capital in 10 years for executive schemes, and all its plans will operate within the 10% of issued capital in 10 years limit for all schemes. As at 31 December 2020, the company had 4.92% of share capital available under the 5% in 10 years limit and 9.62% of share capital under the 10% in 10 years limit. As at 31 December 2020, 33,172,865 shares were held by the Employee Benefit Trust to hedge outstanding awards of 74,327,125 shares for the PSP and SBP. Other information relating to directors’ remuneration External appointments The company considers that certain external appointments can help to broaden the experience and contribution to the Board of the executive directors. Any such appointments are subject to annual agreement by the Group and must not be with competing companies. Subject to the Group’s agreement, any fees may be retained by the individual. However, they received no fees for the below appointments. External appointments held in 2020 are shown below: Role and organisation Nigel Wilson Jeff Davies Kerrigan Procter n/a n/a n/a Michelle Scrimgeour Director of The Investment Association, Member of the FCA Practitioner Panel Fees Nil Nil Nil Nil Annual report on remuneration Legal & General Group Plc Annual Report and Accounts 2020 113 #ShareTheOrange We are proud to support #ShareTheOrange, Alzheimer’s Research UK’s campaign to challenge misconceptions about dementia, for the third year. The brain of a person with Alzheimer’s disease, the most common cause of dementia, weighs around 140g less than a healthy brain – about the weight of an orange. One in five people still incorrectly believe that dementia is an inevitable part of ageing. The campaign’s award winning films help to counter this belief and show that dementia is caused by physical diseases that could be slowed, and ultimately stopped, through research. Legal & General has helped the UK’s leading dementia research charity reach new audiences with this important message. The 2020 campaign featured films with Christopher Eccleston, Bryan Cranston and Samuel L. Jackson and had over 3.6 million views. 114 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Financial statements Group consolidated financial statements Primary statements and performance Balance sheet management Additional financial information Company financial statements 116 126 145 210 241 Financial statements Legal & General Group Plc Annual Report and Accounts 2020 115 For more information, visit: www.alzheimersresearchuk.org/orange/ Image provided by Alzheimer’s Research UK. Group consolidated financial statements Consolidated financial statements The group consolidated financial statements are divided into three sections: • The Primary statements and performance section, which includes the group primary statements and other notes which we believe are integral to understanding our financial performance. • The Balance sheet management section, which provides further details on our financial position and approach to risk management. • The Additional financial information section, which includes disclosures required to be compliant with accounting standards or the Companies Act. We view this information as important, but less significant in understanding our business and performance. Additional financial information 30. Segmental analysis 31. Investment return 32. Tax 33. Auditor’s remuneration 34. Employee information 35. Share-based payments 36. Share capital, share premium and employee scheme treasury shares 37. Restricted tier 1 convertible notes 38. Non-controlling interests 39. Other liabilities 40. Reconciliation of assets under management to Consolidated Balance Sheet financial investments, investment property and cash and cash equivalents 41. Related party transactions 42. Contingent liabilities, guarantees and indemnities 43. Commitments 44. Post balance sheet events 45. Subsidiaries 46. Associates and joint ventures 47. Interests in structured entities Company financial statements 210 214 215 219 220 220 222 223 223 223 224 224 225 226 226 227 237 239 241 Contents Group consolidated financial statements Independent auditor’s report to the members of Legal & General Group Plc 117 Primary statements and performance Consolidated Income Statement 126 Consolidated Statement of Comprehensive Income 127 128 Consolidated Balance Sheet 129 Consolidated Statement of Changes in Equity 131 Consolidated Statement of Cash Flows 132 1. Basis of preparation 138 2. Supplementary operating profit information 142 3. Other expenses 143 4. Dividends 144 5. Earnings per share Balance sheet management 6. Principal products 7. Asset risk 8. Assets analysis 9. Purchased interest in long-term businesses (PILTB) and other intangible assets 10. Deferred acquisition costs 11. Financial investments and investment property 12. IFRS 9 ‘Financial Instruments’ deferral 13. Derivative assets and liabilities 14. Receivables and other assets 15. Cash and cash equivalents 16. Market risk 17. Credit risk 18. Insurance risk 19. Long-term insurance valuation assumptions 20. IFRS sensitivity analysis 21. Insurance contract liabilities 22. Investment contract liabilities 23. Borrowings 24. Provisions 25. Payables and other financial liabilities 26. Leases 27. Management of capital resources 28. Disposals 29. Discontinued operations 145 148 153 155 157 158 167 169 173 174 175 180 184 186 188 189 191 192 198 203 204 205 208 209 116 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Independent auditor’s report to the members of Legal & General Group Plc 1 Our opinion is unmodified We have audited the financial statements of Legal & General Group Plc (‘the company’) for the year ended 31 December 2020 which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, Company Balance Sheet, Company Statement of Changes in Equity and the related notes, including the accounting policies in Note 1. In our opinion: • The financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2020 and of the group’s profit for the year then ended. • The group financial statements have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. • The parent company financial statements have been properly prepared in accordance with international accounting standards in conformity with the requirements of, and as applied in accordance with the provisions of, the Companies Act 2006; and • The financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation to the extent applicable. 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 believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the Audit Committee. We were first appointed as auditor by the shareholders on 17 May 2018. The period of total uninterrupted engagement is for the three financial years ended 31 December 2020. We have fulfilled our ethical responsibilities under, and we remain independent of the group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided. Overview Materiality: group financial statements as a whole £108.0 million (2019: £107.0 million) 4.9% (2019: 4.7%) of normalised profit before tax from continuing operations Coverage 92.5% (2019: 92.2%) of group profit before tax Key audit matters vs 2019 Recurring risks Valuation of UK annuity policyholder liabilities Valuation of hard to value (Level 3) investments Parent company risk: Recoverability of parent company’s investment in subsidiaries Group consolidated financial statements Legal & General Group Plc Annual Report and Accounts 2020 117 Group consolidated financial statements continued Independent auditor’s report to the members of Legal & General Group Plc continued 2 Key audit matters: including our assessment of 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. We summarise below the key audit matters (unchanged from 2019), in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters. Valuation of UK annuity policyholder liabilities UK annuity policyholder liabilities included within non-participating insurance contract liabilities of £89,029 million; (2019: £77,881 million) Refer to page 84 (Audit Committee Report), page 136 (accounting policy) and page 189 (financial disclosures). The risk Subjective valuation: The valuation of the UK annuity liabilities is an inherently subjective area, requiring management judgement in the setting of key assumptions. The longevity, expense and credit risk assumptions involve the greatest level of subjectivity. A small change in these assumptions can have a significant impact on the liabilities. We consider the risk to have increased in the current year due to the higher degree of estimation uncertainty resulting from changes in both demographic and economic conditions caused by the Coronavirus pandemic (Covid-19). Longevity assumptions Longevity assumptions have two main components which include mortality base assumptions and the rate of mortality improvements. Changing trends in longevity and emerging medical trends means that there is a high level of uncertainty in the assumptions. This uncertainty is heightened in the current year due to the potential longer-term impacts of Covid-19 on trends in longevity. Credit assumptions The valuation discount rate (Valuation Interest Rate, ‘VIR’) is derived from the yield on the assets backing the annuity liabilities. In setting the valuation interest rate, an explicit allowance for credit risk is deducted from the yield on debt and other fixed income securities. The assumptions surrounding this deduction require significant judgement and there is a risk that changes in investment yields, market spreads, current actual default experience and anticipated trends are not appropriately reflected. This risk is heightened in the current year due to the potential impact of Covid-19 on the credit risk within the group’s investments. Expense assumptions Management judgement is required in setting the maintenance expense assumption which is based on management’s long-term view of the expected future costs of administering the underlying policies. Data capture: There is a risk that incomplete and inaccurate data is used in the calculation of annuity liabilities resulting from inaccurate transfer or conversion of aggregate data from the policy administration systems into model point files used to value the liabilities in the actuarial models. In addition there is a risk that incomplete or inaccurate asset data is used to calculate the default adjustment applied to the VIR. Calculation error: Management uses actuarial models to calculate policyholder liabilities. There is a risk that unauthorised or erroneous changes to the models may occur. Estimation uncertainty: The effect of these matters is that, as part of our risk assessment, we determined that the valuation of insurance contract liabilities has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole, and possibly many times that amount. The financial statements disclose the sensitivities (Note 20) estimated by the group. Our response Our procedures included: –Control design and operation: testing of reconciliation controls to assess completeness of data flows from policy administration systems to the actuarial valuation models. –Test of detail: testing the completeness of data used in the valuation of annuity liabilities by reconciling the data from the policy administration system to the data used in the actuarial models. –Test of detail: By utilising data and analytics procedures, testing the accuracy of the historical data input into the actuarial valuation model by comparing the data used for reporting as at 31 December 2020 to the data used for reporting as at 31 December 2019 in relation to policies that were still in force at that time; –Test of detail: Tracing a sample of new business policyholder data input into the actuarial valuation model to the underlying policy documents; –Test of detail: Reconciling the completeness and accuracy of the assets used in the calculation of the VIR to the assets used to back the insurance liabilities; and –Test of detail: For a sample of assets, validating the accuracy of the asset data used to project the cash flows used in the calculation of the VIR. We used our own actuarial specialists to assist us in performing our procedures in this area. Our procedures included: –Methodology choice: assessing the appropriateness of the methodology for selecting assumptions by applying our understanding of developments in the business and expectations derived from market experience, including consideration of the effects of Covid-19 on policyholder mortality and credit risk. –Benchmarking assumptions: assessing mortality improvement assumptions against industry data on expected future mortality rate improvements and industry historic mortality improvement rates and assessing the appropriateness of the credit risk assumptions by comparing to industry practice and our expectations derived from market experience. –Historical comparisons: evaluating the mortality base assumptions used in the valuation of the annuity liabilities by comparing to the group’s historic mortality experience; assessing the credit default assumptions by comparing to the historical performance of the asset portfolio; and assessing whether the expense assumptions reflect the expected future costs of administering the underlying policies by analysing the allocations of the forecast 2021 costs to maintenance expenses, with reference to historical allocations and planned actions. –Test of detail: testing that changes to the actuarial model from the prior year have been appropriately reviewed and approved; and evaluating the appropriateness of the financial impact of the changes made to the model during the year. –Assessing transparency: considering whether the disclosures in relation to the assumptions used in the calculation of valuation of UK annuity policyholder liabilities are compliant with the relevant accounting requirements and appropriately represent the sensitivities of these assumptions to alternative scenarios and inputs. Our results –We found the resulting estimate of the valuation of UK annuity policyholder liabilities within non-participating insurance contract liabilities to be acceptable (2019 result: acceptable). 118 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Valuation of hard to value (Level 3) investments Lifetime mortgages, private credit, investment property and income strips, included within the Level 3 investments of: £32,233 million (2019: Lifetime mortgages, private credit, investment property and unlisted fund investments, included within the Level 3 investments of: £30,544 million) Refer to page 84 (Audit Committee Report), page 136 (accounting policy) and page 164 (financial disclosures). The risk Subjective valuation: 6.0% of the investment portfolio is classified as Level 3 assets, of which we consider the valuation of lifetime mortgages, private credit, investment property and income strips involve the greatest level of subjectivity. This subjectivity is heightened in the current year due to the economic impacts of the Covid-19 pandemic on asset valuations. For these positions a reliable third party price from a recent market transaction was not readily available and therefore the application of expert judgement from management in the valuations adopted is required. The key assumptions underlying the valuations are: –Lifetime mortgages: property price at valuation date, property price inflation, property index volatility, voluntary early redemption rate and the illiquidity premium added to the risk free rate. –Private credit: yields of selected comparator securities and credit ratings derived from credit rating models. –Investment property and income strips: estimated rental value and yield of the property. Data capture: Lifetime mortgages There is a risk that incomplete data is used in the calculation of lifetime mortgages because data does not transfer appropriately from the policyholder system to the actuarial models. Calculation error: Lifetime mortgages The group uses complex actuarial models to calculate the valuation of lifetime mortgages. There is a risk that unauthorised or erroneous changes to the models may occur. Estimation uncertainty The effect of these matters is that, as part of our risk assessment, we determined that the valuation of hard to value (Level 3) investments has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole, and possibly many times that amount. The financial statements (Note 11) disclose the sensitivity estimated by the group. Our response Our procedures included: –Control design and operation: testing of the design, and implementation of key controls over the valuation process for the hard to value (Level 3) investments, including the testing of operating effectiveness of key controls relating to the valuation of private credit assets and lifetime mortgages. –Our valuation expertise: –using valuation specialists to assess the suitability of the valuation and credit rating methodologies; to independently revalue a sample of the private credit investments and assess the suitability of comparator securities utilised in the valuation on a sample basis. –using actuarial specialists to evaluate the appropriateness of the assumptions used in the valuation of lifetime mortgages with reference to market data and industry benchmarks. –Assessing valuers’ credentials: assessing the objectivity, professional qualifications and competence of external valuers of private credit and investment property investments and reconciling the valuations provided by them to the valuations recorded in the financial statements. –Methodology choice: assessing the appropriateness of the pricing methodologies for private credit and investment property investments with reference to relevant accounting standards and the group’s own valuation guidelines as well as industry practice. –Benchmarking assumptions: evaluating and challenging the key assumptions upon which the valuations of lifetime mortgages and investment property investments were based, including consideration of the impacts of the Covid-19 pandemic, by making a comparison to our own understanding of the market, comparable evidence relied on by the valuers and to industry benchmarks. –Test of detail: –Testing that changes to the actuarial model for lifetime mortgages from the prior year have been appropriately reviewed and approved; and evaluating the appropriateness of the financial impact of the changes made to the model during the year. –Testing the completeness of data used in the valuation of lifetime mortgages by reconciling the data from the policy administration system to the data used in the actuarial valuation models. Assessing transparency: assessing whether the disclosures in relation to the valuation of hard to value (Level 3) investments are compliant with the relevant financial reporting requirements and appropriately present the sensitivities of the valuation to alternative assumptions. Our results –We found the resulting estimate of the valuation of hard to value (Level 3) investments to be acceptable (2019 result: acceptable). Parent company risk: Recoverability of parent company’s investment in subsidiaries (£9,204 million; 2019: £8,950 million) Refer to page 244 (accounting policy) and page 246 (financial disclosures). The risk Low risk, high value: The carrying amount of the parent company’s investments in subsidiaries represents 74.6% (2019: 79.5%) of the company’s total assets. Their recoverability is not at a high risk of significant misstatement or subject to significant judgement. However, due to their materiality in the context of the parent company financial statements, this is considered to be the area that had the greatest effect on our overall parent company audit. Our response Our procedures included: –Independent re-performance: comparing the carrying amount of a sample of the highest value investments, with the relevant subsidiaries’ financial information to identify whether their net assets, being an approximation of their minimum recoverable amount, were in excess of their carrying amount and assessing whether those subsidiaries have historically been profit-making. Our results –We found the company’s conclusion that there is no impairment of its investment in subsidiaries to be acceptable (2019 result: acceptable). Group consolidated financial statements Legal & General Group Plc Annual Report and Accounts 2020 119 Group consolidated financial statements continued Independent auditor’s report to the members of Legal & General Group Plc continued 3 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 £108.0 million (2019: 107.0 million), determined with reference to a benchmark of profit before tax from continuing operations (PBTCO), normalised to exclude this year’s investment and other variances and decreases on non-controlling interests as disclosed in Note 2 of the financial statements, of which it represents 4.9% (2019: 4.7%). Materiality for the parent company financial statements as a whole was set at £28.0 million (2019: £29.0 million). This is lower than the materiality we would otherwise have determined by reference to total assets to reflect that the parent company is a component of the group, and represents 0.23% of the Company’s total assets (2019: 0.26%). PBTCO (normalised) £2,218m (2019: £2,275m) 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 for the group and parent company was set at 65% (2019: 75%) of materiality for the financial statements as a whole, which equates to £70.0 million (2019: £80.0 million) and £18.9 million (2019: £21.8 million) respectively. We applied this percentage in our determination of performance materiality based on the increased estimation uncertainty in relation to credit risk and mortality trends due to Covid-19 and the level of identified immaterial unadjusted differences and control deficiencies noted during prior periods. PBTCO Materiality Group Materiality £108.0m (2019: £107.0m) £108.0m (2019: £107.0m) Whole financial statements materiality £70.0m (2019: £80.0m) Whole financial statements performance materiality £70.0m (2019: £70.0m) Range of materiality at 11 components (£5.4m–£70.0m) (2019: £5.3m–£70.0m) £5.4m (2019: £5.3m) Misstatements reported to the Audit Committee We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £5.4 million (2019: £5.3 million), in addition to other identified misstatements that warranted reporting on qualitative grounds. In addition, we applied materiality of £4.2 billion (2019: £3.6 billion) to the classification of unit-linked assets and liabilities in the consolidated balance sheet and related notes, determined with reference to a benchmark of total financial investments and investment property, of which it represents 1.0% (2019: 0.9%). This materiality was applied solely for our work on matters for which a misstatement is likely only to lead to a reclassification between line items within assets and liabilities, in accordance with FRC Practice Note 20 The Audit of Insurers in the United Kingdom. We agreed to report to the Audit Committee any corrected or uncorrected classification misstatements in unit-linked assets and liabilities exceeding £208.0 million (2019: £181.0 million). 95.7% (2019: 96.4%) 91.2% (2019: 92.2%) Group revenue Group profit before tax 11.6% 94.9% (2019: 94.8%) Full scope for group audit purposes 2020 Specified risk-focused audit procedures 2020 Residual components Of the group’s audit components, we subjected 7 (2019: 7), which are comprised of 13 reporting packs (2019: 14), to full scope audits for group purposes and 4 (2019: 4), which are comprised of 7 reporting packs (2019: 7), to specified risk-focused audit procedures over financial investments, investment property, cash and cash equivalents, payables and financial liabilities. The components for which we performed specified risk-focused procedures were not individually financially significant enough to require an audit for group reporting purposes, but did present specific individual risks that needed to be addressed. Group total assets The components within the scope of our work accounted for the percentages above. For the residual components, we performed analysis at an aggregated group level to re-examine our assessment that there were no significant risks of material misstatement within these. The group team performed procedures on the items excluded from normalised profit before tax from continuing operations. 120 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements The group team instructed component auditors as to the significant areas to be covered, including the relevant risks detailed above and the information to be reported back. The group team approved the component materialities, which ranged from £5.4 million to £70.0 million (2019: £5.3 million to £70.0 million), having regard to the mix of size and risk profile of the group across the components. Whilst we were unable to perform site visits due to the restrictions imposed as a result of the Coronavirus pandemic, the group team held video and telephone conference meetings with 11 (2019: 11) component locations in the United Kingdom, Republic of Ireland and the United States (2019: United Kingdom, Republic of Ireland and the United States), to assess the audit risk and strategy. At these meetings, the findings reported to the group team were discussed in more detail, and any further work required by the group team was then performed by the component auditor. The work on 9 of the 11 components (2019: 9 of the 11 components) was performed by component auditors and the rest, including the audit of the parent company, was performed by the group team. 4 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’s 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’). We used our knowledge of the group and company, its industry, and the general economic environment in which it operates to identify the inherent risks to its business model and analysed how those risks might affect the group and company’s financial resources or ability to continue operations over the going concern period. The risks that were considered most likely to adversely affect the group’s and company’s available financial resources over this period were: • Adverse impacts arising from fluctuations or negative trends in the economic environment including, but not limited to, wider credit spreads and defaults which affect regulatory capital solvency coverage ratios, liquidity ratios, the valuations of the group’s investments and valuation of policyholder liabilities; and • Severely adverse policyholder lapse or claims experience. We also considered less predictable but realistic second order impacts, such as the failure of counterparties who have transactions with the group (such as banks and reinsurers), which could result in a rapid reduction of available financial resources. 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 by the group’s financial forecasts. We considered whether the going concern disclosure in Note 1 (ii) to the financial statements gives a full and accurate description of the directors’ assessment of going concern, including the identified risks and related sensitivities. 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’s or company’s ability to continue as a going concern for the going concern period. • We have nothing material to add or draw attention to in relation to the directors’ statement in Note 1 (ii) 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 company’s use of that basis for the going concern period, and we found the going concern disclosure in Note 1 (ii) to be acceptable; and • The related statement under the Listing Rules set out on page 249 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 or the company will continue in operation. Group consolidated financial statements Legal & General Group Plc Annual Report and Accounts 2020 121 Group consolidated financial statements continued 5 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 directors, the Audit Committee, internal audit, Group Financial Crime team and inspection of policy documentation as to the group’s/ company’s high-level policies and procedures to prevent and detect fraud, including the internal audit function, and the Group’s channel for ‘whistleblowing’, as well as whether they have knowledge of any actual, suspected or alleged fraud. • Reading board, Audit Committee and Risk Committee meeting minutes. • Considering remuneration incentive schemes and performance targets for management; and • Consulting with professionals with forensic knowledge to assist us in identifying fraud risks based on discussions of the circumstances of the group. We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication from the group to component audit teams of relevant fraud risks identified at the group level and request to full scope component audit teams to report to the group audit team any instances of fraud that could give rise to a material misstatement at group. As required by auditing standards, and taking into account possible pressures to meet profit targets, we perform procedures to address the risk of management override of controls, in particular the risk that group and component management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates and judgements such as the valuation of UK annuity policyholder liabilities and the valuation of hard to value (Level 3) investments. On this audit we do not believe there is a fraud risk related to revenue recognition because there is limited management judgement involved in the valuation and recognition of all material revenue streams. We also identified fraud risks related to the valuation of UK annuity policyholder liabilities and valuation of hard to value (Level 3) investments in response to possible pressures to meet profit targets. Further detail in respect of the valuation of UK annuity policyholder liabilities and valuation of hard to value (Level 3) investments is set out in the two key audit matters disclosures in section 2 of this report. We also performed procedures including: • Identifying journal entries to test for full-scope components, based on risk criteria and comparing the identified entries to supporting documentation. These included, but were not limited to, journals impacting cash balances that were identified as unusual or unexpected in our risk assessment procedures. • Evaluating the business purpose of significant unusual transactions; and • Aassessing significant accounting estimates for bias. 122 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 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 general commercial and sector experience, through discussion with the directors and other management (as required by auditing standards), and from inspection of the group’s regulatory and legal correspondence and discussed with the directors and other 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. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication from the group to full scope component audit teams of relevant laws and regulations identified at the group level, and a request for full scope component auditors to report to the group team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at group. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, taxation legislation, and pension legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the group is subject to many 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 the loss of the group’s licence to operate. We identified the following areas as those most likely to have such an effect: Listing rules, regulatory capital and liquidity requirements and certain aspects of company legislation recognising the financial and regulated nature of the group’s activities and certain regulated subsidiaries. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other 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 remained a higher risk of non-detection of fraud, as these 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. Group consolidated financial statements Legal & General Group Plc Annual Report and Accounts 2020 123 Group consolidated financial statements continued 6 We have nothing to report on the other information in the Annual Report The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information. Strategic report and directors’ report Based solely on our work on the other information: • We have not identified material misstatements in the strategic report and the directors’ report. • • In our opinion the information given in those reports for the financial year is consistent with the financial statements; and In our opinion those reports have been prepared in accordance with the Companies Act 2006. Directors’ remuneration report In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. 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 financial statements and our audit knowledge. Based on those procedures, we have nothing material to add or draw attention to in relation to: • The directors’ confirmation within the Group Board viability statement on page 43 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 and liquidity. • The Principal Risks disclosures describing these risks and how emerging risks are identified, and explaining how they are being managed and mitigated; and • The directors’ explanation in the Group Board viability statement of how they have assessed the prospects of the group, over what period they have done so and why they considered 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 Group Board viability statement, set out on page 43 under the Listing Rules. Based on the above procedures, we have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge. Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. 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 absence of anything to report on these statements is not a guarantee as to the group’s and company’s longer-term viability. 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 financial statements and our audit knowledge. Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our audit knowledge: • The directors’ statement that they consider that the annual report and 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 group’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 these respects. 124 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 7 We have nothing to report on the other matters on which we are required to report by exception Under the Companies Act 2006, we are required to report to you if, in our opinion: • Adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • The parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records 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. We have nothing to report in these respects. 8 Respective responsibilities Directors’ responsibilities As explained more fully in their statement set out on page 250, 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 parent 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 parent 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. 9 The purpose of our audit work and to whom we owe our responsibilities This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 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. Rees Aronson (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants KPMG LLP 15 Canada Square, London, E14 5GL 9 March 2021 Group consolidated financial statements Legal & General Group Plc Annual Report and Accounts 2020 125 Primary statements and performance Consolidated Income Statement For the year ended 31 December 2020 Income Gross written premiums Outward reinsurance premiums Net change in provision for unearned premiums Net premiums earned Fees from fund management and investment contracts Investment return Other operational income Total income Expenses Claims and change in insurance contract liabilities Reinsurance recoveries Net claims and change in insurance contract liabilities Change in investment contract liabilities Acquisition costs Finance costs Other expenses Total expenses Profit before tax Tax expense attributable to policyholder returns Profit before tax attributable to equity holders Total tax expense Tax expense attributable to policyholder returns Tax expense attributable to equity holders Profit after tax from continuing operations Profit after tax from discontinued operations Profit for the year Attributable to: Non-controlling interests Equity holders Dividend distributions to equity holders during the year Dividend distributions to equity holders proposed after the year end Total basic earnings per share¹ Total diluted earnings per share¹ Basic earnings per share derived from continuing operations¹ Diluted earnings per share derived from continuing operations¹ 1. All earnings per share calculations are based on profit attributable to equity holders of the company. Notes 2020 £m 2019 £m 30 30 31 30 22 23 3 32 32 32 32 30 29 4 4 5 5 5 5 12,545 (3,187) 12 9,370 873 39,168 820 50,231 17,768 (3,601) 14,167 31,410 617 305 2,233 48,732 1,499 (69) 1,430 (218) 69 (149) 1,281 290 1,571 (36) 1,607 1,048 754 p 27.00 25.60 22.11 20.98 15,203 (3,452) (66) 11,685 834 53,014 1,253 66,786 19,005 (3,502) 15,503 45,809 805 269 2,244 64,630 2,156 (72) 2,084 (369) 72 (297) 1,787 23 1,810 (24) 1,834 998 753 p 30.92 30.75 30.53 30.36 126 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Consolidated Statement of Comprehensive Income For the year ended 31 December 2020 Profit for the year Items that will not be reclassified subsequently to profit or loss Actuarial (losses) on defined benefit pension schemes Tax on actuarial (losses) on defined benefit pension schemes Total items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translation of overseas operations Movement in cross-currency hedge Tax on movement in cross-currency hedge Movement in financial investments designated as available-for-sale Tax on movement in financial investments designated as available-for-sale Total items that may be reclassified subsequently to profit or loss Other comprehensive (expense) after tax Total comprehensive income for the year Total comprehensive income for the year attributable to: Continuing operations Discontinued operations Total comprehensive income/(expense) for the year attributable to: Non-controlling interests Equity holders Financial statements 2020 £m 1,571 (168) 48 (120) 2 7 (4) 2 – 7 (113) 1,458 1,168 290 2019 £m 1,810 (62) 11 (51) (67) 13 (1) 72 (15) 2 (49) 1,761 1,738 23 (36) 1,494 (24) 1,785 Primary statements and performance Legal & General Group Plc Annual Report and Accounts 2020 127 Primary statements and performance continued Consolidated Balance Sheet As at 31 December 2020 Assets Goodwill Purchased interest in long-term businesses and other intangible assets Deferred acquisition costs Investment in associates and joint ventures accounted for using the equity method Property, plant and equipment Investment property Financial investments Reinsurers' share of contract liabilities Deferred tax assets Current tax assets Receivables and other assets Assets of operations classified as held for sale Cash and cash equivalents Total assets Equity Share capital Share premium Employee scheme treasury shares Capital redemption and other reserves Retained earnings Attributable to owners of the parent Restricted tier 1 convertible notes Non-controlling interests Total equity Liabilities Non-participating insurance contract liabilities Non-participating investment contract liabilities Core borrowings Operational borrowings Provisions UK deferred tax liabilities Overseas deferred tax liabilities Current tax liabilities Payables and other financial liabilities Other liabilities Net asset value attributable to unit holders Liabilities of operations classified as held for sale Total liabilities Total equity and liabilities Notes 9 10 11 11 21,22 32 32 14 15 36 36 36 37 38 21 22 23 23 24 32 32 32 25 39 2020 £m 68 329 47 288 274 2019¹ £m 64 190 54 324 298 8,475 7,695 526,057 498,389 6,939 5 634 9,429 – 18,020 570,565 149 1,006 (75) 198 8,224 9,502 495 (31) 5,947 8 468 8,532 24,844 13,923 560,736 149 1,000 (65) 205 7,749 9,038 – 55 9,966 9,093 89,029 343,543 77,881 320,594 4,558 1,055 1,288 168 39 61 91,942 756 28,160 – 560,599 570,565 4,091 1,020 1,220 189 76 107 84,039 804 31,507 30,115 551,643 560,736 1. Following a change in accounting policy for LGIA universal life and annuity reserves, a number of balance sheet items have been restated, notably deferred acquisition costs, financial investments, reinsurers’ share of contract liabilities, capital redemption and other reserves, non-participating insurance contract liabilities and overseas deferred tax liabilities. The overall net impact on the group’s retained earnings as at 31 December 2019 is a reduction of £284m. Further details on the change in accounting policy are provided in Note 1 (iv). The notes on pages 132 to 240 form an integral part of these financial statements. The financial statements on pages 126 to 240 were approved by the board of directors on 9 March 2021 and were signed on their behalf by: Sir John Kingman Chairman Nigel Wilson Group Chief Executive Officer Stuart Jeffrey Davies Group Chief Financial Officer 128 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Non- controlling interests £m 55 (36) – – – – Total equity £m 9,093 1,571 2 3 (120) 2 (36) 1,458 – – – – – – – – (50) – (31) 6 (23) (14) 43 12 (1,048) 495 (6) (50) – 9,966 – – – – – – – – – – – – – Equity attributable to owners of the parent £m Restricted tier 1 convertible notes £m Retained earnings £m 7,749 1,607 – – 9,038 1,607 2 3 (120) (120) – 1,487 2 1,494 – – – – 12 6 (23) (14) 43 12 (1,048) (1,048) – (6) – 30 – (6) – – 495 – – – 8,224 9,502 495 Consolidated Statement of Changes in Equity For the year ended 31 December 2020 As at 1 January 2020 Profit for the year Exchange differences on translation of overseas operations Net movement in cross-currency hedge Net actuarial losses on defined benefit pension schemes Net movement in financial investments designated as available-for-sale Total comprehensive income for the year Options exercised under share option schemes Shares purchased Shares vested Employee scheme treasury shares: - Value of employee services Share scheme transfers to retained earnings Dividends Restricted tier 1 convertible notes² Coupon payable in respect of restricted tier 1 convertible notes net of tax relief Movement in third party interests Currency translation differences As at 31 December 2020 Share capital £m 149 Share premium £m 1,000 Employee scheme treasury shares £m Capital redemption and other reserves¹ £m (65) 205 – – – – – – – – – – – – – – – – – – – – – – 6 – – – – – – – – – – – – – – – – (23) 13 – – – – – – – 149 1,006 (75) – 2 3 – 2 7 – – (27) 43 – – – – – (30) 198 1. Capital redemption and other reserves as at 31 December 2020 include share-based payments £101m, foreign exchange £43m, capital redemption £17m, hedging reserves £35m and available-for-sale reserves £2m. 2. See Note 37 for details. Primary statements and performance Legal & General Group Plc Annual Report and Accounts 2020 129 Primary statements and performance continued Consolidated Statement of Changes in Equity continued For the year ended 31 December 2019 As at 1 January 2019 Change in accounting policy² Restated as at 1 January 2019 Profit for the year Exchange differences on translation of overseas operations Net movement in cross-currency hedge Net actuarial gains on defined benefit pension schemes Net movement in financial investments designated as available-for-sale Total comprehensive income for the year Options exercised under share option schemes Shares purchased Shares vested Employee scheme treasury shares: - Value of employee services Share scheme transfers to retained earnings Dividends Movement in third party interests Currency translation differences Change in accounting policy² Restated as at 31 December 2019 Share capital £m 149 – 149 Share premium £m 992 – 992 – – – – – – – – – – – – – – – – – – – – – 8 – – – – – – – – Employee scheme treasury shares £m Capital redemption and other reserves1 £m Equity attributable to owners of the parent £m Non- controlling interests £m 8,580 (321) 8,259 1,834 (67) 12 (51) 57 1,785 8 (20) (28) 39 1 (998) – – (8) 72 – 72 (24) – – – – (24) – – – – – – 7 – – Retained earnings £m 7,261 (330) 6,931 1,834 – – (51) – 1,783 – – – – 1 (998) – (14) 46 Total equity £m 8,652 (321) 8,331 1,810 (67) 12 (51) 57 1,761 8 (20) (28) 39 1 (998) 7 – (8) 7,749 9,038 55 9,093 230 9 239 – (67) 12 – 57 2 – – (35) 39 – – – 14 (54) 205 (52) – (52) – – – – – – – (20) 7 – – – – – – 149 1,000 (65) 1. Capital redemption and other reserves as at 31 December 2019 include share-based payments £85m, foreign exchange £71m, capital redemption £17m and hedging reserves £32m. Change in accounting policy represents the impact on retained earnings of the change in accounting policy related to LGIA universal life and annuity reserves, described in Note 1 (iv). 2. The change has been applied retrospectively. 130 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Consolidated Statement of Cash Flows For the year ended 31 December 2020 Cash flows from operating activities Profit for the year Adjustments for non cash movements in net profit for the year Net gains on financial investments and investment property Investment income Interest expense Tax expense Other adjustments Net decrease/(increase) in operational assets Investments held for trading or designated as fair value through profit or loss Investments designated as available-for-sale Other assets Net increase/(decrease) in operational liabilities Insurance contracts Investment contracts Other liabilities Net increase in held for sale net liabilities Cash utilised in operations Interest paid Interest received Tax paid1 Dividends received Net cash flows from/(utilised in) operations Cash flows from investing activities Net acquisition of plant, equipment, intangibles and other assets Net disposal of operations, net of cash (transferred)/acquired Net (investment)/disposal in associates and joint ventures Net cash flows (utilised)/generated from investing activities Cash flows from financing activities Dividend distributions to ordinary equity holders during the year Coupon payment in respect of restricted tier 1 convertible notes, gross of tax Options exercised under share option schemes Treasury shares purchased for employee share schemes Payment of lease liabilities Proceeds from borrowings Repayment of borrowings Proceeds from issuance of restricted tier 1 convertible notes, net of associated expenses Net cash flows utilised in financing activities Net increase/(decrease) in cash and cash equivalents Exchange losses on cash and cash equivalents Cash and cash equivalents at 1 January (before reallocation of held for sale cash) Total cash and cash equivalents Less: cash and cash equivalents of operations classified as held for sale Cash and cash equivalents at 31 December Financial statements Notes 2020 £m 2019 £m 32 28 4 36 23 23 1,571 1,810 (28,530) (9,761) (45,516) (10,501) 337 144 (12) 6,519 1,072 (2,445) 11,607 20,855 (5,900) – 322 598 117 (18,031) (179) (4,660) 13,089 27,514 21,313 1,206 (4,543) (12,918) (301) 5,190 (554) 4,509 4,301 (164) (277) (16) (457) (263) 5,047 (540) 5,389 (3,285) (89) 198 29 138 (1,048) (998) (7) 6 (23) (37) 1,086 (501) 495 (29) 3,815 (28) 14,233 18,020 – – 8 (20) (33) 1,309 (958) – (692) (3,839) (16) 18,088 14,233 (310) 13,923 1. Tax comprises UK corporation tax paid of £417m (2019: £381m), withholding tax of £137m (2019: £166m) and an overseas corporate tax refund of £nil (2019: £7m). Primary statements and performance Legal & General Group Plc Annual Report and Accounts 2020 131 15 18,020 Primary statements and performance continued 1 Basis of preparation Legal & General Group Plc, a public limited company incorporated and domiciled in England and Wales, operates across four broad business areas of retirement, investment management, capital investment and insurance through its subsidiaries and associates in the United Kingdom (UK), the United States and other countries throughout the world. (i) Significant accounting policies The group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union (EU), and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS. The group financial statements also comply with interpretations by the IFRS Interpretations Committee as issued by the IASB and as adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the EU. Under the European Union (Withdrawal) Act 2018, enacted in UK law by the European Union (Withdrawal Agreement) Act 2020, an implementation period had been established, which ended on ‘IP completion day’, defined as 31 December 2020 at 11.00 p.m. UK time. Reporting in the UK continues to be subject to the EU legislative framework until 31 December 2020. From 1 January 2021, the group will prepare financial statements in accordance with UK-adopted international accounting standards. A new UK endorsement mechanism, overseen by the Secretary of State, is being put in place and to this aim a UK Endorsement Board is currently in the process of being established. The group financial statements have been prepared under the historical cost convention, as modified by the revaluation of land and buildings, available- for-sale financial assets, financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss. The group has selected accounting policies which state fairly its financial position, financial performance and cash flows for a reporting period. The accounting policies have been consistently applied to all years presented unless otherwise stated. Accounting policies that relate specifically to a balance or transaction are presented above the relevant numerical disclosure. Financial assets and financial liabilities are disclosed gross in the Consolidated Balance Sheet unless a legally enforceable right of offset exists and there is an intention to settle recognised amounts on a net basis. Income and expenses are not offset in the Consolidated Income Statement unless required or permitted by any accounting standard or International Financial Reporting Interpretations Committee (IFRIC) interpretation, as detailed in the applicable accounting policies of the group. (ii) Going concern The group’s business activities, together with the factors likely to affect its future development, performance and position in the current economic climate are set out in this Annual Report & Accounts. The financial position of the group, its cash flows, liquidity position and borrowing facilities are described in these consolidated financial statements. Principal risks and uncertainties are detailed on pages 44 to 47. The directors have made an assessment of the group’s going concern, considering both the group’s current performance and the group’s outlook for a period of at least, but not limited to, 12 months from the date of approval of these consolidated financial statements, which takes account of the current and future impact of the Covid-19 pandemic, using the information available up to the date of issue of this Annual Report & Accounts. The group manages and monitors its capital and liquidity, and various stresses are applied to those positions to understand potential impacts from market downturns. Our key sensitivities and the impacts on our capital position from a range of stresses is disclosed in section 5.01 of the Full year report 2020. These stresses, including the additional considerations and stresses applied in response to Covid-19, do not give rise to any material uncertainties over the ability of the group to continue as a going concern. Based upon the available information, the directors consider that the group has the plans and resources to manage its business risks successfully and that it remains financially strong and well diversified. Having reassessed the principal risks and uncertainties (both financial and operational) in light of Covid-19 and the current economic climate, as detailed on pages 44 to 47, the directors are confident that the group and Company will have sufficient funds to continue to meet its liabilities as they fall due for a period of, but not limited to, 12 months from the date of approval of the financial statements and therefore have considered it appropriate to adopt the going concern basis of accounting when preparing the financial statements. (iii) New standards, interpretations and amendments to published standards that have been adopted by the group The group has applied the following standards and amendments for the first time in its annual reporting period commencing 1 January 2020. Amendments to IFRS 3 – Business Combinations These amendments, issued in October 2018, provide more guidance on the definition of a business. These amendments did not have any material impact on the group’s consolidated financial statements. Amendments to IAS 1 – Presentation of Financial Statements and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors: ‘Definition of Material’ These amendments, issued in October 2018, clarify the definition of ‘material’, and align the definition used in the Conceptual Framework and the standards themselves. These amendments did not have any material impact on the group’s consolidated financial statements. Amendments to References to the Conceptual Framework in IFRS Standards These amendments, issued in March 2018, update the current conceptual framework with the aim to assist preparers of financial reports to develop consistent accounting policies for transactions. These amendments did not have any material impact on the group’s consolidated financial statements. 132 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Amendments to IFRS 9 – Financial Instruments, IAS 39 – Financial Instruments: Recognition and Measurement, and IFRS 7 – Financial Instruments: Disclosures: ‘Interest Rate Benchmark Reform’ These amendments were issued in September 2019. They modify some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the IBOR reform. These amendments did not have any material impact on the group’s consolidated financial statements. Amendment to IFRS 16 Leases: ‘Covid-19-Related Rent Concessions’ The amendment, issued in May 2020, provides an optional practical expedient for lessees from assessing whether a rent concession related to Covid-19 is a lease modification. Lessees can elect to account for such rent concessions in the same way as they would if they were not lease modifications. This amendment did not have any material impact on the group’s consolidated financial statements. (iv) Changes in accounting policy Legal & General Insurance America (LGIA) universal life and annuity liabilities During the year, the group has changed its accounting policy for universal life and annuity liabilities on business transacted by its US subsidiaries, which was previously based on recognised actuarial methods reflecting US GAAP. From 1 July 2020, the group has calculated such liabilities on the basis of current information using the gross premium valuation method, which is in line with how similar products are accounted for in other parts of the business. The group believes the new policy is preferable as it more closely aligns the accounting for this business with that of business written in the UK, and brings it closer to the principles introduced by the upcoming new accounting standard for insurance contracts, IFRS 17. Following the change, the group no longer has any long-term business accounted for based on actuarial methods reflecting US GAAP, therefore resulting in the financial statements providing more reliable and relevant information about the impact of long-term business on the group’s financial position, financial performance or cash flows, in line with IFRS requirements. In addition to the change highlighted above, as at 1 July 2020 the group has reclassified £1,621m of financial investments from designated as available- for-sale and amortised cost to designated as fair value through profit or loss. This represents a further change in accounting policy permitted by IFRS 4, ‘Insurance Contracts’. The above represent voluntary changes in accounting policy and have been applied retrospectively, with prior year retained earnings adjusted accordingly. The principal impact of the change on the prior year consolidated financial statements is in the non-participating insurance contract liabilities and in the deferred acquisition costs balance, which has been derecognised, and the associated cash flows now recognised within the insurance contract liability calculation. The carrying value of financial investments has also been affected where the measurement model for such investments has moved from amortised cost to fair value through profit or loss. The impact on each line item of the Consolidated Balance Sheet as at 31 December 2019 is shown in the table below: Financial investments Deferred acquisition costs Reinsurers’ share of contract liabilities Non-participating insurance contract liabilities Overseas deferred tax liability Capital redemption and other reserves Retained earnings As reported at 31 December 2019 £m Adjustments £m As restated at 31 December 2019 £m 498,376 75 5,810 77,317 182 250 8,033 13 (21) 137 564 (106) (45) (284) 498,389 54 5,947 77,881 76 205 7,749 Primary statements and performance Legal & General Group Plc Annual Report and Accounts 2020 133 Primary statements and performance continued 1 Basis of preparation continued (v) Standards, interpretations and amendments to published standards which are not yet effective Certain standards, amendments and interpretations to existing standards have been published which are mandatory for the group’s accounting periods beginning on or after 1 January 2021 or later periods and which the group has not adopted early, as disclosed below. IFRS 17 – Insurance Contracts IFRS 17, ‘Insurance Contracts’ was originally issued in May 2017 and subsequent amendments were issued in June 2020. The standard is expected to be effective for annual periods beginning on or after 1 January 2023. This reflects a two year delay to the original 2017 timetable confirmed by the IASB in their June 2020 amendments and remains subject to endorsement for use in the UK. The standard will be applied retrospectively, subject to the transitional options provided for in the standard, and provides a comprehensive approach for accounting for insurance contracts including their measurement, income statement presentation and disclosure. The group has mobilised a project to assess the financial and operational implications of the standard, and work will continue throughout 2021 to ensure technical compliance and to develop the required systems and operational capability to implement the standard. IFRS 9 – Financial Instruments In July 2014, the IASB issued IFRS 9, ‘Financial Instruments’ which is effective for annual periods beginning on or after 1 January 2018. The standard replaces IAS 39 ‘Financial Instruments: Recognition and Measurement’. It includes new principles around classification and measurement of financial instruments, introduces an impairment model based on expected credit losses (replacing the current model based on incurred losses) and new requirements on hedge accounting. The IASB subsequently issued ‘Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts’ which allows entities which meet certain requirements to defer their implementation of IFRS 9 until adoption of IFRS 17 or 1 January 2021, whichever is the earlier. In June 2020 the IASB agreed to extend the temporary exemption in IFRS 4 from applying IFRS 9 to annual reporting periods beginning on or after 1 January 2023. The group qualifies for, and is making use of, this deferral option. The group has mobilised a project to assess the impact of IFRS 9 on its financial instruments, and work will continue in 2021 to develop the policies and operational changes needed for the implementation of the standard, with a focus on the development of the expected credit losses impairment model and transitional requirements. Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform Phase 2 These amendments, issued in August 2020, address issues that might affect financial reporting after the reform of an interest rate benchmark, including its replacement with alternative benchmark rates. The amendments are effective for annual reporting periods beginning on or after 1 January 2021. The group does not expect the impact to be significant. Annual Improvements to IFRS Standards 2018-2020 These amendments, issued in May 2020, make minor amendments to IFRS 1 ‘First-time Adoption of IFRS’, IFRS 9 ‘Financial Instruments’, IAS 41 ‘Agriculture’ and the Illustrative Examples accompanying IFRS 16 ‘Leases’. The amendments are effective for annual reporting periods beginning on or after 1 January 2022, subject to UK endorsement. The group does not expect the impact to be significant. Amendments to IAS 16 – Property, plant and equipment These amendments, issued in May 2020, prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss. The amendments are effective for annual reporting periods beginning on or after 1 January 2022, subject to UK endorsement. The group does not expect the impact to be significant. Amendments to IAS 37 – Provisions, contingent liabilities and contingent assets These amendments, issued in May 2020, specify which costs a company includes when assessing whether a contract will be loss-making. The amendments are effective for annual reporting periods beginning on or after 1 January 2022, subject to UK endorsement. The group does not expect the impact to be significant. Amendments to IFRS 3 – Business Combinations These amendments, issued in May 2020, update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. The amendments are effective for annual reporting periods beginning on or after 1 January 2022, subject to UK endorsement. The group does not expect the impact to be significant. Amendments to IAS 1 – Presentation of Financial Statements These amendments, issued in January 2020, clarify the existing requirements for classifying liabilities as current or non-current. The amendments are effective for annual reporting periods beginning on or after 1 January 2023, subject to UK endorsement. The group does not expect the impact to be significant. 134 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements (vi) Critical accounting policies and the use of estimates The preparation of the financial statements includes the use of estimates and assumptions which affect items reported in the Consolidated Balance Sheet and Consolidated Income Statement and the disclosure of contingent assets and liabilities at the date of the financial statements. Although these estimates are based on management’s best knowledge of current circumstances and future events and actions, material adjustments could be made to the carrying amounts of assets and liabilities within the next financial year. The Audit Committee reviews the reasonableness of judgements associated with and the application of significant accounting policies. The significant accounting matters considered by the Audit Committee are included within the Audit Committee Report on page 82. The major areas of critical accounting judgement on policy application are considered below: Insurance and investment contract liabilities (Notes 21 and 22): Product classification and the assessment of the significance of insurance risk transferred to the group in determining whether a contract should be accounted for as an insurance or investment contract. Contracts which transfer significant insurance risk to the group are classified as insurance contracts. Contracts that transfer financial risk (e.g. change in interest rate or security price) to the group but not significant insurance risk are classified as investment contracts. Judgement is required in order to assess the significance of the transfer of insurance risk within a contract. This assessment is based on whether the occurrence of an insured event could cause the group to make significant additional payments, i.e. if the occurrence of the event causes significantly higher cash outflows for the group than its non-occurrence. Certain contracts, which are both insurance and investment, contain discretionary participating features representing the contractual right to receive additional benefits as a supplement to guaranteed benefits under certain conditions, being: • That the additional benefits are a significant portion of the total contractual benefits. • The amount and timing of the additional benefits is at the discretion of the group; and • That the additional benefits are contractually dependent upon the performance of a company, fund or specified pool of assets. Insurance contracts and investment contracts with such discretionary participation features are accounted for under IFRS 4, while investment contracts without discretionary participation features are accounted for as financial instruments under IAS 39. Judgement is therefore required in order to establish whether any additional benefits in an insurance or investment contract meet the above requirements for being considered discretionary participation features. Consolidation (Notes 45 to 47): Assessment of whether the group controls underlying entities and should therefore consolidate them. The assessment takes account of various criteria, including decision making ability, equity holding and the rights to a variable return from the entity. Control arises when the group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. For operating entities this generally accompanies a shareholding of 50% or more in the entity. Subsidiaries that are consolidated where the group owns less than 50% of the ordinary share capital (structured entities), are consolidated based on an assessment of control normally arising from special rights attaching to the class of share owned, other contractual arrangements and factors such as the purpose of the investee, the nature of its relevant activities, voting rights (including potential voting rights) and substantive and protective rights. The group invests in various fund and unit trust entities where it also acts as the asset manager to those entities. In these instances, in determining whether the group controls the entities, the assessment focuses on the aggregate economic interests of the group (direct interest and expected management fees) and on whether the group acts as a principal or agent. This includes an assessment of the removal rights of other investors (their practical ability to allow the group not to control the fund). Additionally, holdings in such investments can fluctuate on a daily basis according to the participation of the group and other investors in them. As a result, in determining control, we look at an assessment of these factors over a longer period to mitigate the impact of daily fluctuations which do not reflect the wider facts and circumstances of the group’s involvement. This is performed in line with the following principles: • Where the entity is managed by a group asset manager, and the group’s ownership holding in the entity exceeds 50%, the group is judged to have control over the entity. • Where the entity is managed by a group asset manager, and the group’s ownership holding in the entity is between 30% and 50%, the facts and circumstances of the group’s involvement in the entity are considered, including the rights to any fees earned by the asset manager from the entity, in forming a judgement as to whether the group has control over the entity; and • Where the entity is managed by a group asset manager, and the group’s ownership holding in the entity is less than 30%, the group is judged to not have control over the entity, but again the facts and circumstances of the group’s involvement in the entity are considered. Primary statements and performance Legal & General Group Plc Annual Report and Accounts 2020 135 Primary statements and performance continued 1 Basis of preparation continued (vi) Critical accounting policies and the use of estimates continued The following sets out information about the critical accounting assumptions made by the group about the future, and other major sources of estimation uncertainty at the end of the reporting period, that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year: Valuation of insurance and investment contract liabilities (Notes 19 to 22) • Determination of longevity, mortality and morbidity assumptions used in the calculation of the insurance contract liabilities; the assumptions for the rate of future longevity, mortality and morbidity are based on the group’s internal experience and judgements about how experience may vary in the future. This assessment takes into account market benchmarking, internal experience studies and independent industry data. • Determination of the expense assumptions used in the calculation of the insurance liabilities that represent the expected future costs of administering the underlying insurance policies; the expense assumptions are based on management’s best estimate of these future costs. • Determination of valuation interest rates used to discount the liabilities are sensitive to the assumptions made, for example, on credit default of the backing assets; these assumptions take into account consideration of market experience and historic internal data. The valuation interest rate is also sensitive to the selection of assets chosen to back the liabilities. • Determination of the target long-term asset portfolio at certain period ends, depending on the quantum and timing of pension risk transfer (PRT) volumes; this assumption is used to present LGR’s new business metrics. Insurance and investment contract liabilities are of a long-term nature, and as such the ultimate impact of Covid-19 will emerge over a long period of time. As at FY20, there was insufficient certainty to revise long-term assumptions in response to emerging claims experience relating to the effects of the pandemic, with the exception of certain short-term allowances in protection contracts, which have been made to account for the higher mortality expected in 2021. Valuation of unquoted illiquid assets and investment property (Note 11) • Determination of fair value of unquoted and illiquid assets, and investment property involves judgements in model valuations, through the incorporation of both observable and unobservable market inputs, which include assumptions that lead to the existence of a range of plausible valuations for financial assets. During 2020, Covid-19 increased the volatility within asset markets, and this has driven an increased focus on the valuation of these assets. Given the diversity of our asset portfolio, the impact has been varied with certain asset classes and market sectors more exposed to the impact of Covid-19 than others. In assessing asset valuation, in line with applicable standards and guidance, the group has both projected the short-term impact on earnings and cash flows of the current market volatility, while continuing to review the assets’ ability to deliver longer-term returns aligned to their investment cases. Defined benefit pension plan (Note 24) • Determination of pension plan assumptions including mortality, discount rates and inflation; these assumptions have been set in accordance with the requirements of IAS 19, ‘Employee Benefits’ and include consistent judgements with those in setting the annuity liabilities where possible. Note 24 includes a sensitivity analysis to alternative assumptions. (vii) Consolidation principles Subsidiary undertakings The consolidated financial statements incorporate the assets, liabilities, equity, income, expenses and cash flows of the company and of its subsidiary undertakings drawn up to 31 December each year. All intra-group balances, transactions, income and expenses are eliminated in full. Subsidiaries are those entities (including special purpose entities, mutual funds and unit trusts) over which the group directly or indirectly has control (i.e. when the group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee) (Note 45). Profits or losses of subsidiary undertakings sold or acquired during the year are included in the consolidated results up to the date of disposal or from the date of gaining control. Puttable instruments held by external parties in consolidated investment vehicles, such as unit trusts, are classified as liabilities and appear as ‘Net asset value attributable to unit holders’ in the Consolidated Balance Sheet. Associates and joint ventures The group has interests in associates and joint ventures (Note 46) which form part of an investment portfolio held through private equity vehicles, mutual funds, unit trusts and similar entities. In accordance with the choice permitted by IAS 28, ‘Investments in associates’, these interests have been classified as fair value through profit or loss and measured at fair value within financial investments, with changes in fair value recognised in the Consolidated Income Statement. Associates which do not form part of an investment portfolio are initially recognised in the Consolidated Balance Sheet at cost. The carrying amount of the associate is increased or decreased to reflect the group’s share of total comprehensive income after the date of the acquisition. 136 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements (viii) Product classification The group’s products are classified for accounting purposes as either insurance or investment contracts. The basis of accounting for these products is outlined in Notes 21 and 22 respectively. Following the sale of the Mature Savings business, the group no longer has any participating insurance or investment contracts. The following table summarises the classification of the group’s significant types of non-participating insurance and investment contracts as described in Note 6 for each applicable reportable segment. Reportable segment Non-participating insurance contracts Non-participating investment contracts LGR LGI LGIM • Pension risk transfers • Individual annuities • Longevity insurance • Lifetime Care Plan • UK Retail protection • UK Group protection • US Protection • US Universal life • US Individual annuities • Lifetime mortgages • Fixed term individual annuities • Assured payment policies • Retirement interest only mortgages • Workplace savings • Institutional pension • Segregated investment management mandates • Collective investment schemes (ix) Fiduciary activities Assets associated with fiduciary activities and the income arising from those assets, together with associated commitments to return such assets to customers, are not included in these financial statements. Where the group acts in a fiduciary capacity, for instance as a trustee or agent, it has no contractual rights over the assets concerned. (x) Foreign exchange and exchange rates Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the date of the transactions. The functional currency of the group’s foreign operations is the currency of the primary economic environment in which the entity operates. The assets and liabilities of all of the group’s foreign operations are translated into sterling, the group’s presentation currency, at the closing rate at the date of the Consolidated Balance Sheet. The income and expenses for each income statement are translated at average exchange rates. On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to a separate component of shareholders’ equity. Foreign exchange gains and losses are recognised in the Consolidated Income Statement, except when recognised in equity as qualifying cash flow or net investment hedges. The closing exchange rates at 31 December 2020 were 1.37 United States dollar and 1.12 euro (31 December 2019: 1.33 United States dollar and 1.18 euro). The average exchange rates for the year ended 31 December 2020 were 1.28 United States dollar and 1.13 euro (31 December 2019: 1.28 United States dollar and 1.14 euro). Primary statements and performance Legal & General Group Plc Annual Report and Accounts 2020 137 Primary statements and performance continued 2 Supplementary operating profit# information (i) Reconciliation between operating profit and profit from ordinary activities after income tax Legal & General Retirement (LGR) – LGR Institutional (LGRI) – LGR Retail (LGRR) Legal & General Investment Management (LGIM)² Legal & General Capital (LGC) Legal & General Insurance (LGI) – UK and Other – US (LGIA) Operating profit from continuing operations Operating profit from discontinued operations³ Operating profit from divisions/(tax expense) on divisions Group debt costs4 Group investment projects and expenses Covid-19 costs5 Operating profit/(tax expense) Investment and other variances Decrease on non-controlling interests Profit for the year/(tax expense) for the year Profit/ (loss) before tax¹ 2020 £m 1,731 1,331 400 404 275 189 205 (16) 2,599 34 2,633 (233) (155) (27) 2,218 (394) (36) 1,788 Tax (expense)/ credit 2020 £m (250) (194) (56) (80) (51) (34) (39) 5 (415) (6) (421) 44 38 7 (332) 115 – (217) Profit/ (loss) after tax 2020 £m 1,481 1,137 344 324 224 155 166 (11) 2,184 28 2,212 (189) (117) (20) 1,886 (279) (36) 1,571 Profit/ (loss) before tax¹ 2019 £m 1,569 1,216 353 394 363 314 223 91 2,640 11 2,651 (208) (157) – 2,286 (150) (24) 2,112 Tax (expense)/ credit 2019 £m (216) (172) (44) (76) (68) (37) (40) 3 (397) (2) (399) 40 34 – (325) 23 – (302) Profit/ (loss) after tax 2019 £m 1,353 1,044 309 318 295 277 183 94 2,243 9 2,252 (168) (123) – 1,961 (127) (24) 1,810 Notes 2(iii) 2(iii) 2(iv) 1. 2. 3. The profit/(loss) before tax reflects profit/(loss) before tax attributable to equity holders, and includes £358m (2019: £28m) of profit before tax attributable to equity holders in relation to discontinued operations (see Note 29). 2019 has been restated to reflect a reallocation of divisional-related project expenditure from Group investment projects and expenses to Legal & General Investment Management (LGIM) within Operating profit from divisions. This has reduced LGIM operating profit by £29m for the year ended 31 December 2019. Discontinued operations include the results of the Mature Savings division, the sale of which completed on 7 September 2020 (see Note 29). In 2019, discontinued operations also included the results of the General Insurance division. 4. Group debt costs exclude interest on non recourse borrowings. 5. Covid-19 costs reflect incremental operational expenses incurred as a result of Covid-19 and include IT spend on delivering remote working solutions. This supplementary operating profit information (one of the group’s key performance indicators) provides further analysis of the results reported under IFRS and the group believes it provides shareholders with a better understanding of the underlying performance of the business in the year. • LGR represents worldwide pension risk transfer business including longevity insurance (within LGRI), and retail retirement and lifetime mortgages (within LGRR). • LGIM represents institutional and retail investment management and workplace savings businesses. • LGC represents shareholder assets invested in direct investments primarily in the areas of housing, urban regeneration, clean energy and SME finance, as well as traded and treasury assets. • LGI primarily represents UK and US retail protection business, UK group protection and Fintech business. Operating profit measures the pre-tax result excluding the impact of investment volatility, economic assumption changes and exceptional items. Operating profit therefore reflects longer-term economic assumptions for the group’s insurance businesses and shareholder funds, except the operating profit for LGC’s trading businesses (which reflects the IFRS profit before tax). Variances between actual and long-term expected investment return assumptions are reported below operating profit, which include any differences between investment return on actual assets and the target long-term asset mix. Exceptional income and expenses which arise outside the normal course of business in the year, such as gains/losses from mergers and acquisition, and start-up costs, are also excluded from operating profit. # All references to ‘Operating profit’ throughout this report represent ‘Group adjusted operating profit’, an alternative performance measure defined in the glossary. 138 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements (ii) Reconciliation of release from operations to operating profit before tax For the year ended 31 December 2020 Release from operations¹ £m New business surplus/ (strain) £m Net release from operations £m Experience variances £m Changes in valuation assumptions £m Non-cash items £m Operating profit/(loss) after tax £m Tax expense/ (credit) £m Operating profit/(loss) before tax £m Other £m LGR – LGRI – LGRR LGIM – LGIM (excluding Workplace Savings)² – Workplace Savings³ LGC LGI – UK and Other – US (LGIA)4 From continuing operations From discontinued operations5 Total from divisions Group debt costs Group investment projects and expenses Covid-19 costs6 Total 655 492 163 357 327 30 224 250 146 104 1,486 28 1,514 (189) (56) – 1,269 277 220 57 (15) – (15) – 8 8 – 270 – 270 – – – 932 712 220 342 327 15 224 258 154 104 1,756 28 1,784 (189) (56) – 270 1,539 116 81 35 (17) – (17) – (41) (41) – 58 – 58 – – – 58 400 314 86 – – – – 58 58 – 458 – 458 – – – 458 33 30 3 (1) – (1) – (5) (5) – 27 – 27 – – – 27 – – – – – – – (115) – (115) 1,481 1,137 344 324 327 (3) 224 155 166 (11) 250 194 56 80 80 – 51 34 39 (5) 1,731 1,331 400 404 407 (3) 275 189 205 (16) (115) 2,184 415 2,599 – (115) – (61) (20) (196) 28 2,212 (189) (117) (20) 1,886 6 421 (44) (38) (7) 332 34 2,633 (233) (155) (27) 2,218 1. Release from operations within US (LGIA) includes £84m of dividends from the US. 2. LGIM (excluding Workplace Savings) includes profits on fund management services. 3. Workplace Savings represents administration business only. 4. Other includes experience variances, changes in valuation assumptions and non-cash items for LGIA. 5. Discontinued operations include the results of the Mature Savings division, the sale of which completed on 7 September 2020. 6. Covid-19 costs reflect incremental operational expenses incurred as a result of Covid-19 and include IT spend on delivering remote working solutions. Release from operations for LGR, LGIM – Workplace Savings and LGI UK and Other represents the expected IFRS surplus generated in the year from the difference between the prudent assumptions underlying the IFRS liabilities and our best estimate of future experience for in-force non-profit annuities, workplace savings and UK protection businesses. The LGIM release from operations also includes operating profit after tax from the institutional and retail investment management businesses. The LGI release from operations also includes dividends remitted from LGIA. The release from operations within discontinued operations primarily reflects the unwind of expected profits after tax under the risk transfer agreement with ReAssure Limited from the Mature Savings business. New business surplus/strain for LGR, LGIM – Workplace Savings and LGI UK and Other represents the initial profit or loss from writing new business. This includes the costs associated with acquiring new business and setting up prudent reserves in respect of new business for UK non-profit annuities, workplace savings and protection, net of tax. The new business surplus and release from operations for LGR, LGIM and LGI excludes any capital held in excess of the prudent reserves from the liability calculation. LGR’s new business metrics are presented based on a target long-term asset portfolio. At certain period ends, depending upon the quantum and timing of pension risk transfer (PRT) volumes, we may have sourced more or less of the high quality assets targeted to support that business. At year end, the profit impact of the difference between the actual assets held (including alternative surplus assets where suitable) and the long-term asset mix is reflected in investment variance. Net release from operations for LGR, LGIM – Workplace Savings, LGI and discontinued operations is defined as release from operations plus new business surplus/(strain). Release from operations and net release from operations for LGC and LGIM (excluding workplace savings) represents the operating profit (net of tax). See Note 2 (iii) for more detail on experience variances, changes to valuation assumptions and non-cash items. # All references to ‘Operating profit’ throughout this report represent ‘Group adjusted operating profit’, an alternative performance measure defined in the glossary. Primary statements and performance Legal & General Group Plc Annual Report and Accounts 2020 139 Primary statements and performance continued 2 Supplementary operating profit# information continued (ii) Reconciliation of release from operations to operating profit before tax continued For the year ended 31 December 2019 Release from operations1 £m New business surplus/ (strain) £m Net release from operations £m Experience variances £m Changes in valuation assumptions £m Non-cash items £m Operating profit/(loss) after tax £m Tax expense/ (credit) £m Operating profit/(loss) before tax £m Other £m LGR – LGRI – LGRR LGIM² – LGIM (excluding Workplace Savings)3 – Workplace Savings4 LGC LGI – UK and Other – US (LGIA)5 From continuing operations From discontinued operations6 Total from divisions Group debt costs Group investment projects and expenses² Total 598 418 180 348 321 27 295 259 165 94 1,500 9 1,509 (168) (44) 1,297 327 265 62 (20) – (20) – (7) (7) – 300 – 300 – – 300 925 683 242 328 321 7 295 252 158 94 1,800 9 1,809 (168) (44) 1,597 (53) (40) (13) (6) – (6) – (11) (11) – (70) – (70) – – 390 313 77 – – – – 44 44 – 434 – 434 – – (70) 434 91 88 3 (4) – (4) – (12) (12) – 75 – 75 – – 75 – – – – – – – 4 4 – 4 – 4 – (79) (75) 1,353 1,044 309 318 321 (3) 295 277 183 94 2,243 9 2,252 (168) (123) 1,961 216 172 44 76 77 (1) 68 37 40 (3) 397 2 399 (40) (34) 325 1,569 1,216 353 394 398 (4) 363 314 223 91 2,640 11 2,651 (208) (157) 2,286 1. Release from operations within US (LGIA) includes £81m of dividends from the US. 2. As described in Note 2 (i), 2019 has been restated to reflect a reallocation of divisional-related project expenditure from Group investment projects and expenses to LGIM. This has reduced LGIM operating profit by £23m and Workplace Savings operating profit by £6m. 3. LGIM (excluding Workplace Savings) includes profits on fund management services. 4. Workplace Savings represents administration business only. 5. Other includes experience variances, changes in valuation assumptions and non-cash items for LGIA. 6. Discontinued operations include the results of the Mature Savings and General Insurance divisions, the sales of which completed on 7 September 2020 and 31 December 2019 respectively. # All references to ‘Operating profit’ throughout this report represent ‘Group adjusted operating profit’, an alternative performance measure defined in the glossary. 140 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements (iii) Analysis of LGR and LGI operating profit Net release from operations Experience variances – Persistency – Mortality/morbidity¹ – Expenses – Project and development costs – Other Total experience variances Changes to valuation assumptions – Persistency – Mortality/morbidity² – Expenses – Other³ Total changes to valuation assumptions Movement in non-cash items – Acquisition expense tax relief – Other4 Total movement in non-cash items Other¹ Operating profit after tax Tax gross up Operating profit before tax Financial statements LGR 2020 £m 932 7 104 (5) (5) 15 116 – 255 – 145 400 – 33 33 – 1,481 250 1,731 LGI 2020 £m 258 3 (46) (5) (1) 8 (41) (1) 54 2 3 58 (3) (2) (5) (115) 155 34 189 LGR 2019 £m 925 (4) 6 (23) (12) (20) (53) – 352 5 33 390 – 91 91 – 1,353 216 1,569 LGI 2019 £m 252 (9) (5) – – 3 (11) (16) 39 – 21 44 (2) (10) (12) 4 277 37 314 1. 2. 3. 4. Mortality experience variances are driven by increased claims experience due to Covid-19, particularly impacting LGIA (reflected in Other) where we retain the majority of the mortality risk, and include a provision of £110m for future Covid-19 related claims. Mortality assumption changes for LGR include a one off release of £153m (net of tax) from an update in the longevity trend assumption from adjusted CMI 2017 to adjusted CMI 2018. In 2019, the comparable one off release of £134m was from adjusted CMI 2016 to adjusted CMI 2017. Other positive longevity variances are driven by routine updates to our assumptions relating to base mortality rates. The £145m positive Other change to valuation assumptions in LGR reflects both the reduction in the assumed late retirement factors applied to deferred annuities and the impact from updating unit cost and investment expense assumptions. LGR Other movement in non-cash items is driven by the net effect of the capitalisation and unwind of future asset management profits on activity managed by LGIM, and is a function of new business volumes and movements in the main unit cost assumptions. (iv) Investment and other variances Investment variance¹ M&A related and other variances² Total investment and other variances 2020 £m (691) 297 (394) 2019 £m (27) (123) (150) 1. 2. The investment variance for the year ended 31 December 2020 is broadly made up of three significant items: 1) £459m in LGI, reflecting a reduction in the discount rate used to calculate protection liabilities, the rate being linked to UK government bond and US Treasury yields; 2) £299m in LGC, reflecting market movements in our traded and treasury portfolio and write-downs on certain property assets; 3) partially offset by a positive variance of £57m in respect of the defined benefit pension scheme, reflecting the impact of the acquisition of annuity assets from LGR, and the beneficial rate difference between the IAS 19 and annuity discount rates. M&A related and other variances includes gains and losses, expenses and intangible amortisation relating to acquisitions and disposals. 2020 includes a £335m profit on disposal of the Mature Savings division. Investment variance includes differences between actual and long-term expected investment return on traded and real assets, economic assumption changes (e.g. credit default and inflation), the impact of any difference between the actual allocated asset mix and the target long-term asset mix on new pension risk transfer business, and excludes the yield associated with assets held for future new pension risk transfer business from the valuation discount rate. The long-term expected investment return is based on opening economic assumptions applied to the assets under management at the start of the reporting period. The assumptions underlying the calculation of the expected returns for traded equity and commercial property assets are based on long-term historic average returns expected to apply through the cycle. The principal assumptions are: Equities Commercial property Residential property 2020 7% 5% 2019 7% 5% RPI + 50bps RPI + 50bps Primary statements and performance Legal & General Group Plc Annual Report and Accounts 2020 141 Primary statements and performance continued 3 Other expenses An analysis of other expenses is set out below: Staff costs (including pensions and share-based payments) Redundancy costs Lease rentals¹ Auditor’s remuneration Depreciation and impairment of plant and equipment Amortisation and impairment of purchased interest in long-term businesses and other intangible assets Direct operating expenses arising from investment properties which generate rental income House building expenses² Other administrative expenses Total other expenses Less: other expenses from discontinued operations Other expenses from continuing operations Notes 34 33 9 2020 £m 1,069 6 – 13 52 21 6 643 433 2,243 (10) 2,233 2019 £m 939 6 4 10 45 89 13 869 560 2,535 (291) 2,244 1. Lease rentals represent expenses on short-term leases or low value leases as permitted under IFRS 16. 2. House building expenses represent cost of sales of the group’s housing businesses, including CALA Homes. A total of £748m (2019: £1,056m) of house building income has been recognised in the year (see Note 30 (ii) (d)). 142 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 4 Dividends Interim dividends on ordinary shares are deducted from retained earnings in the period in which they are paid. Final dividends on ordinary shares are recognised as a liability in the period in which they have been approved by shareholders of the company. Ordinary dividends paid and charged to equity in the year: – Final 2018 dividend paid in June 2019 – Interim 2019 dividend paid in September 2019 – Final 2019 dividend paid in June 2020 – Interim 2020 dividend paid in September 2020 Total dividends Ordinary share dividend proposed2 Dividend 2020 £m Per share¹ 2020 p Dividend 2019 £m Per share¹ 2019 p – – 754 294 1,048 754 – – 12.64 4.93 17.57 12.64 704 294 – – 998 753 11.82 4.93 – – 16.75 12.64 1. The dividend per share calculation is based on the number of equity shares registered on the ex-dividend date. 2. Subsequent to 31 December 2020, the directors declared a final dividend for 2020 of 12.64 pence per ordinary share. This dividend will be paid on 27 May 2021. It will be accounted for as an appropriation of retained earnings in the year ended 31 December 2021 and is not included as a liability in the Consolidated Balance Sheet as at 31 December 2020. Primary statements and performance Legal & General Group Plc Annual Report and Accounts 2020 143 Primary statements and performance continued 5 Earnings per share Earnings per share is a measure of the portion of the group’s profit allocated to each outstanding share. It is calculated by dividing net income attributable to ordinary equity holders by the weighted average number of ordinary shares in issue during the year, excluding employee scheme treasury shares. For this purpose, net income is defined as the profit after tax, attributable to equity holders of the company, derived from continuing operations. For diluted earnings per share, the weighted average number of ordinary shares in issue, excluding employee scheme treasury shares, is adjusted to assume conversion of all dilutive potential ordinary shares, such as share options granted to employees. Potential or contingent share issuances are treated as dilutive when their conversion to shares would decrease net earnings per share. (i) Basic earnings per share Profit for the year attributable to equity holders Less: coupon payable in respect of restricted tier 1 convertible notes net of tax relief Total basic earnings Less: earnings derived from discontinued operations Basic earnings derived from continuing operations After tax 2020 £m Per share¹ 2020 p After tax 2019 £m Per share¹ 2019 p 1,607 (6) 1,601 (290) 1,311 27.10 (0.10) 27.00 (4.89) 22.11 1,834 – 1,834 (23) 1,811 30.92 – 30.92 (0.39) 30.53 1. Basic earnings per share is calculated by dividing profit after tax by the weighted average number of ordinary shares in issue during the year, excluding employee scheme treasury shares. (ii) Diluted earnings per share Profit for the year attributable to equity holders Net shares under options allocable for no further consideration Conversion of restricted tier 1 convertible notes Total diluted earnings Less: diluted earnings derived from discontinued operations Diluted earnings derived from continuing operations Profit for the year attributable to equity holders Net shares under options allocable for no further consideration Total diluted earnings Less: diluted earnings derived from discontinued operations Diluted earnings derived from continuing operations Weighted average number of shares 2020 m 5,930 40 307 6,277 – 6,277 Weighted average number of shares 2019 m 5,932 33 5,965 – 5,965 After tax 2020 £m 1,607 – – 1,607 (290) 1,317 After tax 2019 £m 1,834 – 1,834 (23) 1,811 Per share¹ 2020 p 27.10 (0.18) (1.32) 25.60 (4.62) 20.98 Per share¹ 2019 p 30.92 (0.17) 30.75 (0.39) 30.36 1. For diluted earnings per share, the weighted average number of ordinary shares in issue, excluding employee scheme treasury shares, is adjusted to assume conversion of all potential ordinary shares, such as share options granted to employees and conversion of restricted tier 1 convertible notes. 144 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Balance sheet management Financial statements 6 Principal products A significant part of the group’s business involves the acceptance and management of risk. A description of the principal products offered by the group’s segments is outlined below. The group seeks to manage its exposure to risk through controls which ensure that the residual exposures are within acceptable tolerances agreed by the board. The group’s risk appetite framework and the methods used to monitor risk exposures can be found on pages 40 to 47. The group has historically offered a range of products to meet customers’ long-term savings objectives, including: non-participating savings, pension and endowment contracts; participating savings business (comprising endowment contracts, with-profit pensions, with-profit annuities and with-profit bonds); and unit-linked savings contracts and collective investment savings products. All balances and exposures in relation to these products have been removed from the group’s balance sheet following the completion of the sale of the Mature Savings business on 7 September 2020. Details of the risks associated with the group’s principal products and the controls used to manage these risks can be found in Notes 7 and 16 to 18. Legal & General Retirement (LGR) Annuity contracts Annuity products provide guaranteed income for a specified time, usually the life of the policyholder, in exchange for a lump sum capital payment. No surrender value is available under any of these products. Pension Risk Transfer (PRT) represents bulk annuities, whereby the group accepts the assets and liabilities of a company pension scheme or a life fund. These are written predominantly to UK clients but increasing internationally. Immediate annuity contracts are offered to individual policyholders. Immediate annuities provide a regular income stream to the policyholder, purchased with a lump sum investment, where the income stream starts immediately after the purchase. Some non-participating deferred annuities sold by the group contain guaranteed cash options, predominantly minimum factors for commuting part of the annuity income into cash at the date of vesting. The value of such guaranteed options is currently immaterial. There is a block of immediate and deferred annuities within the UK non-profit business with benefits linked to changes in the RPI or for a minority the CPI, but with contractual maximum or minimum increases. In particular, most of these annuities have a provision that the annuity will not reduce if RPI, or for a minority CPI, becomes negative. The total annual annuity value of such annuities in payment at 31 December 2020 was £1,170m (2019: £930m). Thus, 1% negative inflation, which was reversed in the following year, would result in a guarantee cost of approximately £12m (2019: £9m). Negative inflation sustained over a longer period would give rise to significantly greater guarantee costs. Some of these guarantee costs have been partially matched through the purchase of negative inflation hedges and limited price indexation swaps. The group also offers products for individuals that provide a guaranteed level of income over a chosen fixed period of time, in exchange for an initial lump sum payment from the policyholder. The products can provide a fixed lump sum at maturity and/or options to surrender on non-guaranteed terms. The group writes Assured Payment Policies (APP). An APP is a long-term contract under which the policyholder (a registered UK pension scheme) pays a day-one premium and in return receives a contractually fixed and/or inflation-linked set of payments over time from the insurer. Longevity insurance contracts The group also provides longevity insurance products for company pension schemes, under which regular payments are made to the scheme reflecting their actual longevity experience, while the scheme makes an agreed set of regular payments in return. Some policies contain a guaranteed surrender value which is currently immaterial. Lifetime mortgages Lifetime mortgages are a form of equity release mortgage that provide non-commercial borrowers with a loan secured against their main residence, without the need for regular repayments. They are regulated retail mortgages offered only to borrowers over the age of 55 through specialist intermediaries. Interest accrues over the term of the loan and is repayable at the time the principal becomes due. Loans can be advanced in a single lump sum amount or in several subsequent drawdowns of an agreed facility. All lifetime mortgages provide a ‘no negative equity’ guarantee, which means that if the loan is repaid from the sale of the property and if the net sale proceeds are lower than the balance of the loan, the group will accept the net sale proceeds as full settlement. Lifetime Care Plan The Lifetime Care Plan provides a monthly payment to a UK registered care provider that helps meet the cost of care for the policyholder’s life. A policyholder can choose to receive a fixed monthly payment or opt to have escalation built in. A death benefit exists within the product, so that if a policyholder dies within the first 6 months of the start date, a percentage of the original premium less any payments already made is payable to the estate. Retirement Interest Only mortgages A Retirement Interest Only (RIO) mortgage is a standard residential mortgage available for non-commercial borrowers above 55 years old. A RIO mortgage is very similar to a standard interest-only mortgage, with two key differences: • The loan is usually only paid off on death, move into long-term care or sale of the house. • The borrowers only have to prove they can afford the monthly interest repayments and not the capital remaining at the end of the mortgage term. No repayment solution is required as repayment defaults to sale of property. Balance management sheet Legal & General Group Plc Annual Report and Accounts 2020 145 Balance sheet management continued 6 Principal products continued Legal & General Investment Management (LGIM) LGIM offers both active and passive management on either a pooled or segregated basis to clients domiciled globally. Assets are managed in London, Chicago and Hong Kong on behalf of pension funds, institutional clients, sovereign wealth clients, retail clients and subsidiary companies within the group. The key products provided by LGIM are Workplace Savings, Institutional Pensions, Segregated investment management mandates and Collective Investment Schemes. The core strategies applied for managing the products are set out below. Index fund management LGIM provides a diversified range of pooled index funds, providing a wide choice and the ability to pursue specific benchmarks efficiently. In addition, segregated solutions are offered to institutional clients providing large scale customisation against established market capitalisation weighted and alternative indices. The LGIM ETF business provides clients access to LGIM’s index fund management capabilities via our Exchange Traded Fund platform. ETF products cover a broad range of traditional and thematic asset classes. Active strategies LGIM offers a range of pooled and segregated active fixed income funds. The LGIM liquidity funds offer institutional investors a solution for their cash management requirements across a range of core currencies. The liquidity funds aim to deliver competitive returns with a high level of diversification, whilst focusing on capital preservation through portfolios of high quality, liquid assets. Active strategies also includes an active equity management business comprising focused teams managing stock selection across different regions. Solutions and Liability Driven Investment (LDI) LGIM provides a range of pooled and bespoke solutions to help de-risk defined benefit pension schemes. These solutions will usually combine active or passive underlying portfolios with derivative overlays designed to meet clients’ specific requirements. An allocation strategy service is also offered to institutional clients, which may also allocate some of the portfolio to managers other than LGIM. Multi-asset funds Multi-asset funds for retail and institutional clients, built using LGIM’s expertise in asset allocation which is informed by an in-house research capability. The underlying asset classes may be managed on an active or passive basis within LGIM. Real Assets LGIM offers a range of pooled funds, segregated accounts and joint ventures investing on behalf of UK and overseas investors across physical real estate, private corporate debt, infrastructure debt and real estate loans. The business has specialist teams of fund and asset managers and an in-house research team. Workplace Savings Workplace Savings provides corporate pension scheme solutions to enable companies to meet their auto-enrolment obligations. Workplace Savings (a business division of LGAS operated within LGIM) acts as scheme operator and administrator for these products while the customers hold the individual or scheme level pension policies issued by LGAS. Legal & General Capital (LGC) Investment strategy and implementation Legal & General Capital manages shareholder assets which are not directly required to meet contractual obligations to policyholders. LGC’s investments fall into two distinct categories: direct investments and traded assets. The value of, and income from, both categories is sensitive to conditions within investment markets and the broader economy. Potential volatility in returns is managed using a range of techniques, including foreign exchange and interest rate hedging, and exposure concentration limits by asset type, sector and geographic region. Direct investments and structuring Direct investments are an integral part of the wider group strategy. LGC’s direct investments are typically illiquid investments entered into through acquisition, joint venture with strategic partners or by the creation of new companies. LGC seeks to make direct investments in sectors where there are structural funding shortfalls, and is organised into three sectors: housing, future cities (including urban regeneration and clean energy) and SME finance (including venture capital). LGC employs capital and sector expertise to such investments to target attractive risk-adjusted returns which can deliver higher returns and / or lower volatility for our shareholder capital than listed equity. 146 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Legal & General Insurance (LGI) LGI business comprises UK and US retail protection, UK group protection, US universal life business and Fintech business. UK protection business (retail and group) The group offers protection products which provide mortality or morbidity benefits. They may include health, disability, critical illness and accident benefits; these additional benefits are commonly provided as supplements to main life policies but can also be sold separately. The benefit amounts would usually be specified in the policy terms. Some sickness benefits cover the policyholder’s mortgage repayments and are linked to the prevailing mortgage interest rates. In addition to these benefits, some contracts may guarantee premium rates, provide guaranteed insurability benefits and offer policyholders conversion options. US protection business Protection consists of individual term assurance, which provides death benefits over the medium to long-term. The contracts have level premiums for an initial period with premiums set annually thereafter. During the initial period, there is generally an option to convert the contract to a universal life contract. After the initial period, the premium rates are not guaranteed, but cannot exceed the age-related guaranteed premium. Reinsurance is used within the protection businesses to manage exposure to large claims. These practices lead to the establishment of reinsurance assets on the group’s balance sheet. Within LGA, reinsurance and securitisation are also used to provide regulatory solvency relief (including relief from regulation governing term insurance and universal life reserves). US universal life Universal life contracts written by LGA provide savings and death benefits over the medium to long-term. The savings element has a guaranteed minimum growth rate. LGA has exposure to loss in the event that interest rates decrease and it is unable to earn enough on the underlying assets to cover the guaranteed rate. LGA is also exposed to loss should interest rates increase, as the underlying market value of assets will generally fall without a change in the surrender value. Annuities Immediate annuities have similar characteristics as products sold by LGR. Deferred annuity contracts written by LGA contain a provision that, at maturity, a policyholder may move the account value into an immediate annuity, at rates which are either those currently in effect, or rates guaranteed in the contract. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 147 Balance sheet management continued 7 Asset risk The group is exposed to the following categories of asset risk as a consequence of offering the principal products outlined in Note 6. The group is also exposed to insurance risk as a consequence of offering these products – more detail on insurance risk can be found in Note 18. Following the completion of the sale of the Mature Savings business on 7 September 2020, the group is no longer exposed to any asset risk in relation to the with-profits or savings products. Market risk Exposure to loss as a direct or indirect result of fluctuations in the value of, or income from, specific assets. Credit risk Exposure to loss if another party fails to perform its financial obligations to the group. Liquidity risk The risk that the group, though solvent, either does not have sufficient financial resources available to enable it to meet its obligations as they fall due, or can secure them only at excessive cost. The group is not directly exposed to any market risk, credit risk or liquidity risk associated with LGIM’s businesses. As a result, the detailed risk disclosures have not been presented. The group seeks to manage its exposures to risk through controls which ensure that the residual risk exposures are within acceptable tolerances agreed by the board. A description of the risks associated with the group’s principal products and the associated controls is detailed below. 148 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Market risk Principal risks Business segment Controls to mitigate risks Investment performance risk The group is exposed to the risk that the income from, and value of, assets held to back insurance liabilities do not perform in line with investment and product pricing assumptions leading to a potential financial loss. LGR and LGI For unit linked contracts, there is a risk of volatility in asset management fee income due to the impact of interest rate and market price movements on the fair value of the assets held in the linked funds, on which investment management fees are based. There is also the risk of expense over-runs should the market depress the level of charges which could be imposed. Unit linked LGR LGC Property risk Lifetime mortgages include a no-negative equity guarantee which transfers a potential loss exposure to the group as a result of low house price inflation and an exposure to specific properties which may experience lower house price inflation for whatever reason. LGC businesses build homes across the residential market, invest in large commercial and residential development projects and manage several developed real-estate assets. The group’s revenue streams are exposed to residential sales achieved, as well as the volume of transactions, both of which many be affected by the performance of the housing market. Independent valuations of real-estate assets, either in development or developed, also depend on an assessment of the wider real-estate market. Models are used to assess the impact of a range of future return scenarios on investment values and associated liabilities in order to determine optimum portfolios of invested assets. For annuities, which are sensitive to interest rate risk, analysis of the liabilities is undertaken to create a portfolio of securities, the value of which changes in line with the value of liabilities when interest rates change. The risk is managed through maintaining a diversified range of funds in which customers may invest. The performance of linked investment funds relative to their investment objectives is subject to regular monitoring. Periodic assessment is also made of the long-term profitability to the group of these funds. For some contracts the group has discretion over the level of management charges levied. To mitigate the risk, maximum loan to value ratios are set for all lending with further underwriting criteria setting out acceptable properties for lending purposes. Policy terms also require properties to be fully insured and maintained, including the right of inspection. The diversification of lending by property type and geographic region seeks to control exposures to specific aspects in the property market. Diversification by geographic region and property type avoids concentration of exposures to specific areas of the property market. Sites are developed in a number of phases to spread the risk to local markets over several years and where possible we seek to co-invest with local experts to manage assets. The purchasing of new land for development requires approval from LGC’s Investment Committee and the Group Capital Committee. Where appropriate, key methods are adopted to further manage the risk, such as fixed price construction contracts, forward sales and pre-letting. These businesses can also benefit from flexible funding arrangements available from the group. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 149 Balance sheet management continued 7 Asset risk continued Market risk Principal risks Business segment Controls to mitigate risks Currency risk To diversify credit risk within the annuities business corporate bond portfolio, investments are held in corporate bonds denominated in non-sterling currencies. LGC also invest in overseas assets. Fluctuations in the value of, or income from, these assets relative to liabilities denominated in sterling could result in unforeseen foreign exchange losses. LGR, LGC and LGI The consolidated international subsidiaries and financial instruments of subsidiaries are translated into sterling in the consolidated accounts. Changes in the sterling value can impact consolidated equity but may be mitigated by associated hedging transactions. Group Inflation risk Inflation risk is the potential of realising a loss because of relative or absolute changes in inflation rates. Annuity contracts may provide for future benefits to be paid taking account of changes in the level of inflation. Annuity contracts in payment may include an annual adjustment for movements in price indices. LGR 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 and liabilities arising from changes in underlying interest rates. LGR, LGI and Group To mitigate the risk of loss from currency fluctuations, currency swaps and forwards are used to hedge exposures to corporate bonds denominated in currencies other than sterling. Hedging arrangements are placed with strongly rated counterparties with collateral requirements being subject to regular review and reconciliation with the counterparties. The hedges do not eliminate all currency risk and the group retains some residual risk. To mitigate the risk of loss from currency translation the company continuously monitors its exposure and executes appropriate hedging transactions when necessary. Hedging arrangements are placed with strongly rated counterparties with collateral requirements being subject to regular review and reconciliation with the counterparties. The investment strategy for the annuities business takes explicit account of the effect of movements in price indices on contracted liabilities. Significant exposures that may adversely impact profitability are hedged using inflation swaps. Annuity contracts also typically provide for a cap on the annual increase in inflation linked benefit payments. The hedges do not eliminate all inflation risk and the group retains some residual risk. To mitigate the risk that guarantees and commitments are not met, financial instruments are purchased, which broadly match the nature and terms of the expected policy benefits payable. The composition of the investment portfolio is governed by the nature of the insurance or savings liabilities, the expected rate of return applicable on each class of asset and the capital available to meet the price fluctuations of each asset class, relative to the liabilities they support. 150 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Credit risk Principal risks Business segment Controls to mitigate risks Bond default risk A significant portfolio of corporate bonds and commercial loans are held to back the liabilities arising from writing insurance and annuities business. Whilst the portfolio is diversified, the asset class is inherently exposed to the risk of issuer default, with the possibility of financial loss. LGR and LGI LGR and LGI Reinsurance counterparty risk Exposure to insurance risk is mitigated by ceding part of the risks assumed to the reinsurance market. Default of a reinsurer would require the business to be re-brokered potentially on less advantageous terms, or for the risks to be borne directly resulting in possible financial loss. Credit risk syndication also exposes the group to counterparty default risks. The group is required to carry an element of associated credit risk capital on its balance sheet should the business not be re-brokered on the same terms. Property lending counterparty risk As part of our asset diversification strategy, we hold property lending and sale and leaseback investments. We are inherently exposed to the risk of default by a borrower or tenant. LGR and LGC Banking counterparty risk The group is exposed to potential financial loss should banks or the issuers of financial instruments default on their obligations to us. We are also exposed to counterparty risks in respect of the providers of settlement and custody services. Group, LGR and LGC Portfolio level and specific issuer limits are set by financial strength rating, sector and geographic region to limit exposure to a default event. Issuer limits are regularly reviewed to take account of changes in market conditions, sector performance and the re-assessment of financial strength by rating agencies and the group’s own internal analysis. Exposures are monitored relative to limits. Financial instruments are also used to mitigate the impact of rating downgrades and defaults. If appropriate, actions are taken to trade out investments at risk of default. When selecting new reinsurance partners for its protection business, the group considers only companies which have a minimum credit rating equivalent to A- from Standard & Poor’s. For each reinsurer, exposure limits are determined based on credit ratings and projected exposure over the term of the treaty. Actual exposures are regularly monitored relative to these limits. Similarly, for longevity and credit risk syndication transactions, the group targets the use of strongly rated counterparties and seeks to ensure that positions are fully collateralised. The adequacy and quality of collateral is subject to ongoing monitoring. Each property lending and sale and leaseback investment transaction is subject to a due diligence process to assess the credit risks implicit in the transaction and confirm that any risk of default has been appropriately mitigated. We also protect our interests by taking security over the underlying property associated with each investment transaction. The group controls its exposures to banking counterparties and the issuers of financial instruments using a framework of counterparty limits. These limits take account of the relative financial strength of the counterparty as well as other bank counterparty exposures that the group may have. Limits are subject to regular review with actual exposures monitored against limits. The group has defined criteria for the selection of custody and settlement services. The financial strength of providers is regularly reviewed. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 151 Balance sheet management continued 7 Asset risk continued Liquidity risk Principal risks Business segment Controls to mitigate risks Contingent event risk Events that result in liquidity risk include a pandemic that could lead to significantly higher levels of claims than would normally be expected, or extreme events impacting the timing of cash flows or the ability to realise investments at a given value within a specified timeframe. LGI and Group Collateral liquidity risk Within the annuities business, the use of financial instruments to hedge default, interest rate, currency and inflation risks can require the posting of collateral with counterparties at short notice. LGR, LGC and Group Investment liquidity risk Direct lending, sale and leaseback investments and lifetime mortgage business are inherently illiquid forms of investment, with limited secondary markets to realise the value of assets outside agreed redemption terms. LGR and LGC The group seeks to ensure that it meets its obligations as they fall due and avoids incurring material losses on forced asset sales in order to meet those obligations. A limited level of contingent liquidity risk is, however, an accepted element of writing insurance contracts. It is furthermore a consequence of the markets in which the group operates and the execution of investment management strategies. However, the group’s insurance businesses seek to maintain sufficient liquid assets and standby facilities to meet a prudent estimate of the cash outflows that may arise from contingent events. The level of required liquidity is identified using techniques including stress tests for shock events and the profile of actual liquid assets is regularly compared to the required liability profile. The group’s treasury function provides formal facilities to other areas of the group to cover contingent liquidity requirements arising from more extreme events and where investment assets may not be readily realisable. Liquidity requirements to meet potential collateral calls under stressed conditions are actively managed and an appropriate pool of eligible assets is maintained with counterparties as specified in the associated agreements. As at 31 December 2020, LGR held eligible collateral worth more than five times the total amount of outstanding collateral (using the most representative definition of collateral contained within the group’s different collateral agreements). Given the illiquid nature of the annuity and other liabilities the group is able and willing to take advantage of the premium offered by illiquid assets. The group, however, sets limits on the overall exposure to illiquid investments taking account of the nature and type of liabilities that the assets are held to meet. As at 31 December 2020, the group had £3.6bn (2019: £2.7bn) of cash and cash equivalents in shareholder funds and non profit non-unit linked funds and a £1.0bn syndicated committed revolving credit facility in place, provided by a number of its key relationship banks, maturing in December 2023. 152 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 8 Assets analysis The group has categorised its assets and liabilities in the following disclosure in accordance with the level of shareholder exposure to market and credit risks. Various reinsurance arrangements are in place as a mechanism to mitigate the risks, including a risk transfer agreement with ReAssure Limited, which was effective from 1 January 2018 until the completion of the sale of the Mature Savings business on 7 September 2020, and under the terms of the group transferred all economic risks and rewards of the Mature Savings business, including with-profits, to ReAssure Limited. The four categorisations presented are: Unit linked For unit linked contracts, there is a direct link between the investments and the obligations. Unit linked business is written in both Legal and General Assurance Society Limited and Legal and General Assurance (Pensions Management) Limited. The financial risk on these contracts is borne by the policyholders. The group is therefore not directly exposed to any market risk, currency risk or credit risk for these contracts. As a result, risk disclosures have not been presented for unit linked assets and liabilities. With-profits Policyholders and shareholders share in the risks and returns of the with-profits fund. The return to shareholders on virtually all participating products is in the form of a transfer to shareholders’ equity, which is analogous to a dividend from the fund and is dependent upon the bonuses credited or declared on policies in that year. The bonuses are broadly based on historic and current rates of return on equity, property and fixed income securities, as well as expectations of future investment returns. The with-profits classification excludes unit linked contracts. Following the completion of the sale of the Mature Savings business on 7 September 2020, the group no longer retains any with-profits assets or liabilities. Non profit non-unit linked Shareholders are exposed to the risk and rewards of ownership of assets backing non profit non-unit linked business. Shareholder All other assets are classified as shareholder assets. Shareholders of the group are directly exposed to market and credit risk on these assets. This includes the assets and liabilities of our overseas insurance operations and general insurance. The table below presents an analysis of the balance sheet by category. All of the quantitative risk disclosures in Notes 16 and 17 have been provided using this categorisation. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 153 Balance sheet management continued 8 Assets analysis continued As at 31 December 2020 Assets Goodwill and Purchased interests in long-term businesses and other intangible assets Investment in associates and joint ventures accounted for using the equity method Property, plant and equipment Investments¹ Reinsurers' share of contract liabilities Other assets Assets of operations classified as held for sale Total assets Liabilities Core borrowings Operational borrowings Non-participating contract liabilities Other liabilities Liabilities of operations classified as held for sale Total liabilities As at 31 December 2019 Assets Goodwill and Purchased interests in long-term businesses and other intangible assets Investment in associates and joint ventures accounted for using the equity method Property, plant and equipment Investments¹,² Reinsurers' share of contract liabilities² Other assets² Assets of operations classified as held for sale Total assets Liabilities Core borrowings Operational borrowings Non-participating contract liabilities² Other liabilities² Liabilities of operations classified as held for sale Total liabilities Shareholder £m 387 288 268 11,193 660 3,087 – Non profit non-unit linked £m 10 – 6 110,867 6,276 4,384 – 15,883 121,543 4,609 1,044 1,145 3,384 – – 1 88,875 28,408 – 10,182 117,284 Shareholder £m Non profit non-unit linked £m 243 315 292 10,724 459 3,215 – 15,248 4,138 1,013 860 4,049 – 10,060 11 9 6 87,270 5,485 2,638 456 95,875 – – 77,432 14,163 384 91,979 With- profits £m Unit linked £m Total £m 397 288 274 – – – 430,492 552,552 3 2,644 – 6,939 10,115 – 433,139 570,565 (51) 10 342,552 90,622 – 4,558 1,055 432,572 122,414 – 433,133 560,599 – – – – – – – – – – – – – – With- profits £m – – – Unit linked £m – – – Total £m 254 324 298 2,388 419,625 520,007 – – 7,989 10,377 – – – – 10,375 10,375 3 3,209 16,399 439,236 (47) 7 320,183 99,730 19,356 5,947 9,062 24,844 560,736 4,091 1,020 398,475 117,942 30,115 439,229 551,643 1. 2. Investments includes financial investments, investment property and cash and cash equivalents. Following a change in accounting policy for LGIA universal life and annuity reserves, a number of balance sheet items have been restated, notably deferred acquisition costs, financial investments, reinsurers’ share of contract liabilities, non-participating insurance contract liabilities and overseas deferred tax liabilities. Further details on the change in accounting policy are provided in Note 1 (iv). 154 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 9 Purchased interest in long-term businesses (PILTB) and other intangible assets Portfolios of in-force insurance or investment contracts acquired either directly or through the acquisition of a subsidiary undertaking are capitalised at fair value. The value of business acquired represents the present value of anticipated future profits in acquired contracts. These amounts are amortised over the anticipated lives of the related contracts in the portfolio. Other intangible assets mainly consist of customer relationships, brand and capitalised software costs. Intangible assets acquired via business combinations are recognised at fair value and are subsequently amortised on a straight line method over their estimated useful life. Where software costs are separately identifiable and measurable, they are capitalised at cost and amortised over their expected useful life on a straight line basis. Purchased interest in long-term businesses and other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. Cost As at 1 January Additions¹ Disposals² Decrease due to currency translation Other movements³ As at 31 December Accumulated amortisation and impairment As at 1 January Amortisation for the year Impairment Disposals2 Decrease due to currency translation Other movements³ As at 31 December Total net book value as at 31 December To be amortised within 12 months To be amortised after 12 months 1. Other intangible assets include £1m related to acquisitions made during the year. 2. Disposals primarily relate to the sale of the Mature Savings business, which completed on 7 September 2020. 3. Other movements reflect the removal of fully amortised assets that are no longer in use. PILTB insurance contracts 2020 £m PILTB investment contracts 2020 £m Other intangible assets 2020 £m 382 – (24) (7) (4) 347 33 – (2) – (31) – (379) (33) – – 24 7 1 (347) – – – 2 – 31 – – 349 166 (30) (1) (79) 405 (162) (21) – 25 – 82 (76) 329 Total 2020 £m 764 166 (56) (8) (114) 752 (574) (21) – 51 7 114 (423) 329 60 269 Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 155 Balance sheet management continued 9 Purchased interest in long-term businesses (PILTB) and other intangible assets continued Cost As at 1 January Additions¹ Disposals² (Decrease)/increase due to currency translation As at 31 December Accumulated amortisation and impairment As at 1 January Amortisation for the year Impairment³ Disposals² Decrease due to currency translation As at 31 December Total net book value as at 31 December To be amortised within 12 months To be amortised after 12 months 1. Other intangible assets include £2m related to acquisitions made during the year. 2. Disposals primarily relate to the sale of the General Insurance business, which was completed on 31 December 2019. 3. Impairments of other intangible assets relates to capitalised software development costs. PILTB insurance contracts 2019 £m PILTB investment contracts 2019 £m Other intangible assets 2019 £m 391 – – (9) 382 33 – – – 33 (380) (33) – (8) – 9 – – – – (379) (33) 330 93 (76) 2 349 (115) (26) (55) 34 – (162) 3 – 187 Total 2019 £m 754 93 (76) (7) 764 (528) (26) (63) 34 9 (574) 190 40 150 156 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 10 Deferred acquisition costs The group incurs costs to obtain and process new business. These are accounted for in line with the appropriate accounting standards as follows: Long-term insurance business Acquisition costs comprise direct costs, such as initial commission, and the indirect costs of obtaining and processing new business. Some acquisition costs relating to non-participating insurance contracts written outside the with-profits fund which are incurred during a financial year are deferred by use of an asset which is amortised over the period during which the costs are expected to be recoverable, and in accordance with the expected incidence of future related margins. For participating contracts, acquisition costs are charged to the income statement when incurred. Investment contracts For participating investment contracts, acquisition costs comprise direct costs such as initial commission and the indirect costs of obtaining and processing new business. These costs are charged to the income statement when incurred. For non-participating investment contracts, only directly attributable costs relating to investment management services which vary with, and are related to, securing new contracts and renewing existing contracts, are capitalised and amortised over the period during which the service is provided on a straight line basis. All other costs are recognised as expenses when incurred. As at 1 January Change in accounting policy¹ Acquisition costs deferred Amortisation charged to income statement Disposals² Decrease due to currency translation Other Total as at 31 December Less: assets of operations classified as held for sale³ As at 31 December To be amortised within 12 months4 To be amortised after 12 months4 Insurance contracts 2020 £m Investment contracts 2020 £m 27 – 48 (54) – – – 21 – 21 21 – 465 – 1 (2) (438) – – 26 – 26 5 21 Total 2020 £m 492 – 49 (56) (438) – – 47 – 47 26 21 Insurance contracts 2019 £m 112 (21) 161 (159) (65) (1) – 27 – 27 27 – Investment contracts 2019 £m 466 – 1 (3) – – 1 465 (438) 27 31 434 Total 2019 £m 578 (21) 162 (162) (65) (1) 1 492 (438) 54 58 434 1. 2. Change in accounting policy represents the cumulative impact of the change in accounting policy relating to LGIA universal life and annuity reserves, described in Note 1 (iv). The change has been applied retrospectively. Disposals relate to the sale of the Mature Savings business, which completed on 7 September 2020. Disposals in 2019 relate to the sale of the General Insurance business, which completed on 31 December 2019. 3. Assets of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. 4. The maturity analysis of the assets between less and more than 12 months is based on Total as at 31 December. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 157 Balance sheet management continued 11 Financial investments and investment property The group holds financial investments and investment property to back insurance contracts on behalf of policyholders and as group capital. The group classifies its financial investments on initial recognition as held for trading (HFT), designated at fair value through profit or loss (FVTPL), available-for-sale (AFS) or loans and receivables. Initial recognition of financial investments is on the trade date. The group’s policy is to measure investments at FVTPL except for certain overseas assets where the related liability is valued on a passive basis (not using current information), in which case investments are classified as AFS or loans held at amortised cost. Following the change in accounting policy described in Note 1 (iv), no long-term liabilities valued on a passive basis remain in the group. All derivatives other than those designated as hedges are classified as HFT. Certain financial investments held by the group are designated as FVTPL as their performance is evaluated on a total return basis, consistent with asset performance reporting to the Group Investment and Market Risk Committee and the group’s investment strategy. Assets designated as FVTPL include debt securities (including lifetime and retirement interest only mortgages) and equity instruments which would otherwise have been classified as AFS and reverse repurchase agreements within loans which would otherwise be designated at amortised cost. Assets backing participating and non-participating policyholder liabilities are designated as FVTPL. For participating contracts the assets are managed on a fair value basis to maximise the total return to policyholders over the contract life. The group’s non-participating investment contract liabilities are measured on the basis of current information and are designated as FVTPL to avoid an accounting mismatch in the income statement. Financial investments classified as HFT and designated at FVTPL are measured at fair value with gains and losses reflected in the Consolidated Income Statement. Transaction costs are expensed as incurred. Financial investments classified as AFS are measured at fair value with unrealised gains and losses recognised in a separate reserve within equity. Realised gains and losses, impairment losses, dividends, interest and foreign exchange movements on non-equity instruments are reflected in the Consolidated Income Statement. Directly attributable transaction costs are included in the initial measurement of the investment. Financial investments classified as loans are either designated at FVTPL, or initially measured at fair value plus transaction costs, and subsequently measured at amortised cost using the effective interest method. The designated at FVTPL classification currently only applies to reverse repurchase agreements. Financial investments are recognised when the group becomes a party to the contractual provisions of the instrument. Financial investments are derecognised only when the contractual rights to the cash flows from the investment expire, or when the group transfers substantially all the risks and rewards of ownership to another entity. Financial assets, other than those measured at FVTPL, are assessed for impairment at each balance sheet date. They are impaired where there is objective evidence that, as a result of one or more events after initial recognition of the financial asset, the estimated future cash flows have been affected. Investment property comprises land and buildings which are held for long-term rental yields and capital growth, as well as right-of-use assets of the same nature. It is carried at fair value with changes in fair value recognised in the Consolidated Income Statement within investment return. Investment property in the UK is valued at least bi-annually by external chartered surveyors at open market values in accordance with the ‘Appraisal and Valuation Manual’ of The Royal Institution of Chartered Surveyors or using internal valuations and estimates during the intervening period. Outside the UK, valuations are produced in conjunction with external qualified professional valuers in the countries concerned. In the event of a material change in market conditions between the valuation date and balance sheet date, an internal valuation is performed and adjustments made to reflect any material changes in fair value. Right-of-use investment property assets relate to long-leasehold interests in land held solely for the purposes of the related investment property asset. The group applies the fair value model to these interests as they meet the definition of investment property under IAS 40, ‘Investment Property’. The group receives and pledges collateral in the form of cash or non-cash assets in respect of various transactions, in order to reduce the credit risk of these transactions. The amount and type of collateral required where the group receives collateral depends on an assessment of the credit risk of the counterparty. Collateral received in the form of cash, where the group has contractual rights to receive the cash flows generated, is recognised as an asset in the Consolidated Balance Sheet with a corresponding liability for its repayment. Non-cash collateral received is not recognised in the Consolidated Balance Sheet unless the counterparty defaults on its obligations under the relevant agreement. Non-cash collateral pledged where the group retains the contractual rights to receive the cash flows generated is not derecognised from the Consolidated Balance Sheet, unless the group defaults on its obligations under the relevant agreement. Cash collateral pledged, where the counterparty has contractual rights to receive the cash flows generated, is derecognised from the Consolidated Balance Sheet and a corresponding receivable is recognised for its return. 158 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Shareholder 2020 £m Note Non profit non-unit linked 2020 £m 7,458 80,487 11(ii) 11(ii) 643 68 595 8,764 131 8,895 353 9,248 Shareholder 2019 £m Note – 20,868 3,522 104,877 – 104,877 4,319 109,196 Non profit non-unit linked 2019 £m With- profits 2020 £m Unit linked 2020 £m Total 2020 £m – – – – – – – – – 396,161 484,106 – 3,695 12,429 643 24,631 16,546 412,285 525,926 – 131 412,285 526,057 3,803 8,475 416,088 534,532 47,809 486,723 With- profits 2019 £m Unit linked 2019 £m Total 2019 £m 7,588 70,255 8,615 402,307 488,765 11(ii) 11(ii) 492 108 632 8,820 121 8,941 254 9,195 – 9,195 – 11,448 630 82,333 – 82,333 3,798 86,131 – 86,131 – 115 397 9,127 – 9,127 507 9,634 (7,703) 1,931 – 3,157 14,718 492 14,828 16,377 420,182 520,462 – 121 420,182 520,583 4,548 424,730 (15,903) 408,827 9,107 529,690 (23,606) 506,084 51,720 477,970 Financial investments at fair value classified as: Fair value through profit or loss Available-for-sale Held for trading Loans at fair value Financial investments at fair value Loans at amortised cost Total financial investments Investment property Total financial investments and investment property Expected to be recovered within 12 months Expected to be recovered after 12 months Financial investments at fair value classified as: Fair value through profit or loss² Available-for-sale² Held for trading Loans at fair value Financial investments at fair value Loans at amortised cost² Total financial investments Investment property Total financial investments and investment property Less: assets of operations classified as held for sale¹ Financial investments and investment property Expected to be recovered within 12 months Expected to be recovered after 12 months 1 Assets of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. 2. As part of a change in accounting policy for LGIA universal life and annuity reserves, certain financial investments were reclassified from designated as amortised cost and designated as available-for-sale to designated as fair value through profit or loss. Accordingly, the 2019 balances for Fair value through profit and loss, Available-for-sale and Loans at amortised cost have been restated to reflect the fair value of those assets. Further details on the change in accounting policy are provided in Note 1 (iv). Market risks on unit linked assets are borne by the policyholders. The remaining risks associated with financial investments are outlined in Note 7. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 159 Balance sheet management continued 11 Financial investments and investment property continued Financial investments, cash and cash equivalents include £4,097m (2019: £4,408m) of assets pledged as collateral against net derivative liability counterparty positions. The assets used as collateral are Treasury Gilts, Foreign Government Bonds, AAA and AA Corporate Bonds and Cash (2019: Treasury Gilts, Foreign Government Bonds, AAA and AA Corporate Bonds and Cash). The group is entitled to receive all of the cash flows from the asset during the period when it is pledged as collateral. Further, there is no obligation to pay or transfer these cash flows to another entity. The group can decide to substitute an asset which is designated as collateral at any time, provided the relevant terms and conditions of the International Swap Dealers Association agreement are met. Financial investments include £53,853m (2019: £56,884m) of assets that have been sold but not derecognised and are subject to repurchase agreements. The related obligation to repurchase the financial assets is included within Payables and other financial liabilities (Note 25). Various pension risk transfer deals include collateralised structures. £8,022m (2019: £7,556m) of Corporate Bonds and Treasury Gilts are pledged as collateral in relation to these. Collateral of £760m (2019: £323m) made up of Treasury Gilts, Foreign Government Bonds and Corporate Bonds (AAA, AA, A and BBB) was pledged out in respect of the reinsurance agreements. These assets are neither past due, not impaired. The carrying value of these assets reflects the full exposure value of these assets. Financial investments have been allocated between those expected to be settled within 12 months and after 12 months in line with the expected settlement of the backed liabilities. Assets in excess of the insurance and investment contract liabilities have been classified as expected to be settled after 12 months. (i) Financial investments at fair value Equity securities Debt securities¹ Accrued interest Derivative assets Loans at fair value Total financial investments at fair value Equity securities² Debt securities¹,³ Accrued interest³ Derivative assets Loans at fair value Total financial investments at fair value Shareholder 2020 £m Notes 3,037 5,047 17 68 595 8,764 13 11(ii) Shareholder 2019 £m Notes 2,670 5,387 23 108 632 8,820 13 11(ii) Non profit non-unit linked 2020 £m 49 79,893 545 20,868 3,522 104,877 Non profit non-unit linked 2019 £m 194 69,530 531 11,448 630 82,333 With- profits 2020 £m – – – – – – With- profits 2019 £m 3,103 5,468 44 115 397 9,127 Unit linked 2020 £m 186,003 209,286 872 3,695 12,429 Total 2020 £m 189,089 294,226 1,434 24,631 16,546 412,285 525,926 Unit linked 2019 £m 194,398 206,859 1,050 3,157 14,718 420,182 Total 2019 £m 200,365 287,244 1,648 14,828 16,377 520,462 1. 2. 3. Non profit non-unit linked debt securities include £1.6bn (2019: £1.9bn) of commercial real estate loans and £6.0bn (2019: £4.7bn) of lifetime mortgages designated as fair value through profit and loss. Property investments which are held via partnerships or unit trust vehicles were included within equity securities in 2019, but have now been disposed as part of the sale of the Mature Savings business in 2020. As part of a change in accounting policy for LGIA universal life and annuity reserves, certain financial investments were reclassified from designated as amortised cost to designated as fair value through profit or loss. Accordingly, the 2019 balances for Debt securities and Accrued interest have been restated to reflect the fair value of those assets. Further details on the change in accounting policy are provided in Note 1 (iv). Accrued interest in the above tables represents accrued interest on debt securities only. Accrued interest on loans at fair value is included within loans at fair value. Included within unit linked equity securities are £227m (2019: £269m) of debt instruments which incorporate an embedded derivative linked to the value of the group’s share price. 160 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Shareholder 2020 £m 31 100 131 595 726 Shareholder 2019 £m 33 88 121 632 753 Non profit non-unit linked 2020 £m – – – 3,522 3,522 Non profit non-unit linked 2019 £m – – – 630 630 With- profits 2020 £m – – – – – With- profits 2019 £m – – – 397 397 Unit linked 2020 £m – – – Total 2020 £m 31 100 131 12,429 12,429 16,546 16,677 Unit linked 2019 £m – – – Total 2019 £m 33 88 121 14,718 14,718 16,377 16,498 (ii) Loans Loans at amortised cost Policy loans Other loans and receivables Loans at fair value Reverse repurchase agreements Total loans Loans at amortised cost Policy loans Other loans and receivables1 Loans at fair value Reverse repurchase agreements Total loans 1. As part of a change in accounting policy for LGIA universal life and annuity reserves, certain financial investments were reclassified from designated as amortised cost to designated as fair value through profit or loss. Accordingly, the 2019 balance for Loans at amortised cost has been restated to reflect the fair value of those assets. Further details on the change in accounting policy are provided in Note 1 (iv). There are no material differences between the carrying values reflected above and the fair values of these loans. (iii) Fair value hierarchy Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the group’s view of market assumptions in the absence of observable market information. The group utilises techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. The levels of fair value measurement bases are defined as follows: Level 1: fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: fair values measured using valuation techniques for all inputs significant to the measurement other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: fair values measured using valuation techniques for any input for the asset or liability significant to the measurement that is not based on observable market data (unobservable inputs). The group’s financial assets are valued, where possible, using standard market pricing sources, such as IHS Markit, ICE and Bloomberg, or Index Providers such as Barclays, Merrill Lynch or JPMorgan. Each uses mathematical modelling and multiple source validation in order to determine consensus prices, with the exception of OTC Derivative holdings, which are marked to market using an in-house system (Lombard Oberon), external vendor (IHS Markit), internal model or Counterparty Broker marks. Where inputs to the valuation have been sourced from a market that is not suitably active the prices have been classified as Level 2. Refer to Note 11 (iii) (a) for Level 3 methodology. The group’s investment properties are valued by appropriately qualified external valuers using unobservable inputs, resulting in all investment property being classified as Level 3. The group’s policy is to re-assess categorisation of financial assets at the end of each reporting period and to recognise transfers between levels at that point in time. During the year the group has enhanced the level of market data it uses to support the determination of the observability of valuation inputs, and as a result a significant number of debt securities, totalling £37,103m as at 31 December 2019, transferred from Level 2 to Level 1 in the fair value hierarchy. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 161 Balance sheet management continued 11 Financial investments and investment property continued (iii) Fair value hierarchy continued As at 31 December 2020 Shareholder Equity securities Debt securities Accrued interest Derivative assets Loans at fair value Investment property Non profit non-unit linked Equity securities Debt securities Accrued interest Derivative assets Loans at fair value Investment property With-profits Equity securities Debt securities Accrued interest Derivative assets Loans at fair value Investment property Unit linked Equity securities Debt securities Accrued interest Derivative assets Loans at fair value Investment property Total £m 3,037 5,047 17 68 595 353 49 79,893 545 20,868 3,522 4,319 – – – – – – Level 1 £m Level 2 £m Level 3 £m 1,876 1,024 6 4 – – 29 – 2,769 8 64 595 – 16 1,161 1,254 3 – – 353 4 28,651 30,877 20,365 217 – – – – – – – – – 281 20,868 3,522 – – – – – – – 47 – – 4,319 – – – – – – 636 288 – – – 3,803 32,233 186,003 209,286 872 3,695 12,429 3,803 185,345 167,506 649 224 – – 22 41,492 223 3,471 12,429 – Total financial investments and investment property at fair value¹ 534,401 385,531 116,637 1. This table excludes loans (including accrued interest) of £131m, which are held at amortised cost. 162 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Level 2 £m Level 3 £m – 3,175 13 105 632 – 32 43,342 464 11,444 630 – – 3,878 33 107 397 – 1,966 62,512 551 2,955 14,718 – 1,091 1,174 4 – – 254 4 17,907 38 4 – 3,798 195 – – – – 507 745 275 – – – 4,548 30,544 Total £m 2,670 5,387 23 108 632 254 194 69,530 531 11,448 630 3,798 3,103 5,468 44 115 397 507 Level 1 £m 1,579 1,038 6 3 – – 158 8,281 29 – – – 2,908 1,590 11 8 – – 194,398 206,859 1,050 3,157 14,718 4,548 191,687 144,072 499 202 – – As at 31 December 2019 Shareholder Equity securities Debt securities Accrued interest Derivative assets Loans at fair value Investment property Non profit non-unit linked Equity securities Debt securities Accrued interest Derivative assets Loans at fair value Investment property With-profits Equity securities Debt securities Accrued interest Derivative assets Loans at fair value Investment property Unit linked Equity securities Debt securities Accrued interest Derivative assets Loans at fair value Investment property Total financial investments and investment property at fair value¹,²,³ 529,569 352,071 146,954 1. This table excludes loans (including accrued interest) of £121m, which are held at amortised cost. 2. This table includes financial investments of £22,194m and investment property of £1,412m relating to assets of operations classified as held for sale. 3. As part of a change in accounting policy for LGIA universal life and annuity reserves, certain financial investments were reclassified from designated as amortised cost to designated as fair value through profit or loss. Accordingly, the 2019 balances for Debt securities and Accrued interest have been restated to reflect the fair value of those assets. Further details on the change in accounting policy are provided in Note 1 (iv). Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 163 Balance sheet management continued 11 Financial investments and investment property continued (iii) Fair value hierarchy continued (a) Level 3 assets measured at fair value Level 3 assets, where modelling techniques are used, comprise property, unquoted securities, untraded debt securities and securities where unquoted prices are provided by a single broker. Unquoted securities include suspended securities, investments in private equity and property vehicles. Untraded debt securities include private placements, commercial real estate loans, income strips and lifetime and retirement interest only mortgages. In many situations, inputs used to measure the fair value of an asset or liability may fall into different levels of the fair value hierarchy. In these situations, the group determines the level in which the fair value falls based upon the lowest level input that is significant to the determination of the fair value. As a result, both observable and unobservable inputs may be used in the determination of fair values that the group has classified within Level 3. The group determines the fair values of certain financial assets and liabilities based on quoted market prices, where available. The group also determines fair value based on estimated future cash flows discounted at the appropriate current market rate. As appropriate, fair values reflect adjustments for counterparty credit quality, the group’s credit standing, liquidity and risk margins on unobservable inputs. Fair values are subject to a control framework designed to ensure that input variables and outputs are assessed independent of the risk taker. These inputs and outputs are reviewed and approved by a valuation committee and validated independently as appropriate. The group’s policy is to reassess the categorisation of financial assets at the end of each reporting period and to recognise transfers between levels at that point in time. As at 1 January Total gains/(losses) for the year – in other comprehensive income – realised and unrealised gains/(losses)¹ Purchases / Additions Sales / Disposals² Transfers into Level 3 Transfers out of Level 3 Foreign exchange rate movements³ Change in accounting policy4 As at 31 December Equity securities 2020 £m Other financial investments 2020 £m Investment property 2020 £m Equity securities 2019 £m Other financial investments 2019 £m Investment property 2019 £m Total 2020 £m Total 2019 £m 2,035 19,402 9,107 30,544 1,757 13,915 8,608 24,280 – (85) 283 (451) 52 (32) (1) – 2 1,367 2,491 – (85) 1,019 2 1,197 3,793 (1,123) (1,566) (3,140) – (87) (95) – – – – – 52 (119) (96) – – 51 416 (199) 21 (10) (1) – 20 1,384 5,680 (1,850) 5 (11) (70) 329 – (86) 1,187 (675) 73 – – – 20 1,349 7,283 (2,724) 99 (21) (71) 329 1,801 21,957 8,475 32,233 2,035 19,402 9,107 30,544 1. The realised and unrealised gains and losses have been recognised in Investment return in the Consolidated Income Statement. 2. Disposals include £926m of Investment property and £234m of Equity securities that relate to the sale of the Mature Savings business, which completed on 7 September 2020. 3. The 2019 balance has been represented to separate foreign exchange from realised and unrealised gains/(losses). 4. As part of a change in accounting policy for LGIA universal life and annuity reserves, certain financial investments were reclassified from designated as amortised cost to designated as fair value through profit or loss. Accordingly, the 2019 balance for Other financial investments has been restated to reflect the fair value of those assets. Further details on the change in accounting policy are provided in Note 1 (iv). Asset valuation approach at 31 December 2020 While recognising the volatility within asset markets, our approach to the valuation of assets as at 31 December 2020 was substantially consistent with our usual processes, policies and methodologies. However, we have applied increased focus on the valuation of those assets more directly impacted by the Covid-19 pandemic, particularly Level 3 assets. Given the diversity of our portfolio, the impact has been varied with certain asset classes and market sectors more exposed to the impact of Covid-19 than others. In assessing the valuation of such assets, in line with applicable standards and guidance (including compliance with Royal Institution of Chartered Surveyors (RICS) and International Private Equity and Venture Capital (IPEV) guidelines), we have both projected the short-term impact on earnings and cash flows of the current market volatility, while continuing to review the assets’ ability to deliver longer-term returns aligned to their investment cases. Equity securities Level 3 equity securities amount to £1,801m (2019: £2,035m), of which the majority is made up of holdings in investment property vehicles and private investment funds. They are valued at the proportion of the group’s holding of the Net Asset Value reported by the investment vehicles. Other equity securities are valued by a number of third party specialists using a range of techniques which are often dependent on the maturity of the underlying investment but can also depend on the characteristics of individual investments. Such techniques include transaction values underpinned by analysis of milestone achievement, and cash runway for early/start-up stage investments, discounted cash flow models for investments at the next stage of development and earnings multiples for more mature investments. 164 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Other financial investments Lifetime mortgage (LTM) loans amount to £6,036m (2019: £4,733m). They are valued using a discounted cash flow model by projecting best-estimate net asset proceeds and discounting using rates inferred from current LTM loan pricing. The inferred illiquidity premiums for the majority of the portfolio range between 100 and 350bps. This ensures the value of loans at outset is consistent with the purchase price of the loan, and achieves consistency between new and in-force loans. The mortgages include a no negative equity guarantee (NNEG) to borrowers. This ensures that if there is a shortfall between the sale proceeds of the house and the outstanding loan balance on redemption of the loan, the value of the loan will be reduced by this amount. The NNEG on loan redemption is valued as a series of put options, which we calculate using a variant of the Black-Scholes formula. Key assumptions in the valuation of lifetime mortgages include long-term property growth rates, property index volatility, voluntary early repayments and longevity assumptions. The valuation as at 31 December 2020 reflects a long-term property growth rate assumption of RPI + 0.1%, after allowing for the effects of dilapidation. The values of the properties collateralising the LTM loans are updated from the date of the last property valuation to the valuation date by indexing using UK regional house price indices. Private credit loans (including commercial real estate loans) amount to £11,889m (2019: £10,998m). Their valuation is determined by discounted future cash flows which are based on the yield curve of the LGIM approved comparable bonds and the initial spread, both of which are agreed by IHS Markit who also provided independent monthly valuation of comparable bonds. Unobservable inputs that go into the determination of comparators include: rating, sector, sub-sector, performance dynamics, financing structure and duration of investment. Existing private credit investments, which were executed back as far as 2011, are subject to a range of interest rate formats, although the majority are fixed rate. The weighted average duration of the portfolio is 11.0 years, with a weighted average life of 14.0 years. Maturities in the portfolio currently extend out to 2064. The private credit portfolio of assets is not externally rated but has internal ratings assigned by an independent credit team in line with internally developed methodologies. These credit ratings range from AAA to BB. Private placements held by the US business amount to £2,049m (2019: £1,673m). They are valued using a pricing matrix comprised of a public spread matrix, internal ratings assigned to each holding, average life of each holding, and a premium spread matrix. These are added to the risk-free rate to calculate the discounted cash flows and establish a market value for each investment grade private placement. The valuation as at 31 December 2020 reflects illiquidity premiums between 10 and 70bps. Income strip assets amount to £1,449m (2019: £1,326m). Their valuation is outsourced to Knight Frank and CBRE who apply a yield to maturity to discounted future cash flows to derive valuations. The overall valuation takes into account the property location, tenant details, tenure, rent, rental break terms, lease expiries and underlying residual value of the property. The valuation as at 31 December 2020 reflects equivalent yield ranges between 2% and 7% and estimated rental values (ERV) between £10 and £337 per sq.ft. Commercial mortgage loans amount to £419m (2019: £414m) and are determined by incorporating credit risk for performing loans at the portfolio level and for loans identified to be distressed at the loan level. The projected cash flows of each loan are discounted along stochastic risk free rate paths and are inclusive of an Option Adjusted Spread (OAS), derived from current internal pricing on new loans, along with the best observable inputs. The valuation as at 31 December 2020 reflects illiquidity premiums between 20 and 40bps. Other debt securities which are not traded in an active market have been valued using third party or counterparty valuations. These prices are considered to be unobservable due to infrequent market transactions. Investment property Level 3 investment property amounting to £8,475m (2019: £9,107m) is valued with the involvement of external valuers. All property valuations are carried out in accordance with the latest edition of the Valuation Standards published by the Royal Institute of Chartered Surveyors, and are undertaken by appropriately qualified valuers as defined therein. Whilst transaction evidence underpins the valuation process, the definition of market value, including the commentary, in practice requires the valuer to reflect the realities of the current market. In this context valuers must use their market knowledge and professional judgement and not rely only upon historic market sentiment based on historic transactional comparables. The valuation of investment properties also include an income approach that is based on current rental income plus anticipated uplifts, where the uplift and discount rates are derived from rates implied by recent market transactions. These inputs are deemed unobservable. The valuation as at 31 December 2020 reflects equivalent yield ranges between 2% and 18% and ERV between £1 and £356 per sq.ft. The below table breaks down the investment property by sector. Retail Leisure Distribution Office space Industrial and other commercial Accommodation Total 1. The 2019 investment property by sector excludes £1,412m relating to assets of operations classified as held for sale. 2020 £m 999 440 1,142 3,703 1,588 603 8,475 2019¹ £m 1,139 508 851 3,181 1,562 454 7,695 Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 165 Balance sheet management continued 11 Financial investments and investment property continued (iii) Fair value hierarchy continued (b) Effect of changes in assumptions on Level 3 assets Fair values of financial instruments are, in certain circumstances, measured using valuation techniques that incorporate assumptions that are not evidenced by prices from observable current market transactions in the same instrument and are not based on observable market data. Where material, the group assesses the sensitivity of fair values of Level 3 investments to changes in unobservable inputs to reasonable alternative assumptions. The table below shows the impact of applying these sensitivities on the fair value of Level 3 assets as at 31 December. In light of Covid-19, we have reviewed and reflected changes in those sensitivities, and further disclosure in how these sensitivities have been applied can be found in the sensitivity descriptions following the table. Lifetime mortgages Private credit portfolios Investment property Other investments¹ Total Level 3 investments Sensitivities Fair value 2020 £m Positive impact 2020 £m Negative impact 2020 £m 6,036 14,357 8,475 3,365 32,233 392 1,050 711 268 2,421 (426) (1,050) (722) (289) (2,487) 1. Other investments include Level 3 equity securities, income strip assets and other traded debt securities which are Level 3. The sensitivities are not a function of sensitising a single variable relating to the valuation of the asset, but rather a function of flexing multiple factors often at individual asset level. The following sets out a number of key factors by asset type, and how they have been flexed to derive reasonable alternative valuations. Lifetime mortgages Key assumptions used in the valuation of the Lifetime mortgage asset are listed in Note 11(iii)(b) and sensitivities are applied to each assumption to arrive at the overall sensitised values in the above table. The most significant sensitivity by value is +/-10% instant reduction in property valuation across the portfolio which, applied in isolation produces sensitised values of £311m and (£349m). During the early stages of the Covid-19 pandemic an increased dispersion in pricing coupled with general market uncertainty resulted in a higher level of uncertainty associated with these assets. While pricing has largely contracted at the balance sheet date continued market uncertainty has been reflected in the sensitivities. Private credit portfolios The sensitivity in the private credit portfolio has been determined through a method which estimates investment spread value premium differences as compared to the institutional investment market. Individual investment characteristics of each holding, such as credit rating and duration are used to determine spread differentials for the purposes of determining alternate values. Spread differentials are determined to be higher for highly rated and/or shorter duration assets as compared to lower rated and/or longer duration assets. Factors influencing the sensitivities under normal conditions are further adjusted during more volatile market conditions, as seen during the Covid-19 pandemic, in order to acknowledge an anticipated wider range of investor value determination. If we were to take an A rated asset in normal market conditions with an estimated premium difference of 15bps (as opposed to 30bps for a similar duration BBB rated asset) this would be increased by 15bps under stressed market conditions. Applied in isolation the additional sensitivity used to reflect the uncertainty caused by the Covid-19 pandemic produces sensitised values of £219m and (£219m). Investment property Investment property holdings are valued by independent valuers on the basis of open market value as defined in the appraisal and valuation manual of the Royal Institute of Chartered Surveyors (RICS). As such, sensitivities are calculated through a mixture of asset level and portfolio level methodologies which make reference to individual investment characteristics of the holding but do not flex individual assumptions used by the independent expert in valuing the holdings. Each method is applied individually and aggregated with equal weighting to determine the overall sensitivity determined for the portfolio. One method is similar to that used in the private credit portfolio as it determines the impact of an alternate property yield determined in reference to credit ratings, remaining term and other characteristics of each holding. In this methodology we would apply a lower yield sensitivity to a highly rated and/or shorter remaining term asset compared with a lower rated and/or longer remaining term asset. If we were to take an AA rated asset with remaining term of 25 years in normal market conditions this would lead to a 15bps yield flex (as opposed to a 35bps yield flex for a BBB rated asset with 30 year remaining term). The methodology which leads to the most significant sensitivity at the balance sheet date is related to an example in case law where it was found that an acceptable margin of error in a valuation dispute is 10% either way, subject to the valuation being undertaken with due care. If this sensitivity were to be taken without a weighting it would produce sensitised values of £620m and (£620m). As a result of the uncertainty caused by the Covid-19 pandemic a number of property valuations were provided in the group’s interim financial statements as at 30 June 2020 on the basis of ‘material valuation uncertainty’ as per VPS3 and VPG10 of the RICS Red Book Global. Independent valuers confirmed that the inclusion of ‘material valuation uncertainty’ clauses does not mean that the valuations cannot be relied upon. Consequently, less certainty and a higher degree of caution should be attached to the valuations provided than would normally be the case. Rather, the clause is used to be clear and transparent with all parties that, in the context of the market conditions, less certainty can be attached to valuations than would otherwise be the case. At half year this was reflected as an addition to the sensitivities applied increasing the range. At the 31 December 2020 balance sheet date all such ‘material uncertainty clauses’ have been withdrawn by the independent valuers and therefore the additional sensitivity has been removed. It should be noted that some sensitivities described above are non-linear, and larger or smaller impacts should not be interpolated or extrapolated from these results. 166 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 12 IFRS 9 ‘Financial Instruments’ deferral As required by the amendments to IFRS 4 ‘Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts’, the disclosures below are presented in order to provide users of the financial statements with information which allows them to compare financial assets when IFRS 9 is not applied with those of entities applying IFRS 9. All entities within the group whose activities are not primarily insurance related and which prepare financial statements on an IFRS basis (including UK entities qualifying for disclosure exemptions under FRS 101, ‘Reduced Disclosure Framework’) have implemented IFRS 9 in 2018. The financial statements of these entities will be made available through Companies House through 2021. (i) Fair value of financial assets with contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding (passing the SPPI test): Equity securities Debt securities Accrued interest Derivative assets Loans at fair value Total financial investments at fair value Loans at amortised cost Reinsurance receivables Insurance and intermediaries receivables Other financial assets Total fair value of financial assets4 Financial assets passing the SPPI test¹,² 2020 £m – 2,339 11 – – All other financial assets³ 2020 £m 189,089 291,887 1,423 24,631 16,546 Financial assets passing the SPPI test¹,²,5 2019 £m – 2,044 9 – – All other financial assets³ 2019 £m 200,365 285,200 1,639 14,828 16,377 2,350 523,576 2,053 518,409 131 73 68 5,961 8,583 – – 8 – 523,584 121 99 67 5,219 7,559 – – – – 518,409 1. Financial assets classified as held for trading or that are managed and whose performance is evaluated on a fair value basis do not require an SPPI test to be performed. These assets are reported in All other financial assets. 2. For financial assets which pass the SPPI test held at 31 December 2020 there was a change in the fair value in the year of £40m (2019: £64m). 3. For all other financial assets held at 31 December 2020 there was a change in the fair value in the year of £28,281m (2019: £45,492m). 4. Financial assets exclude cash and cash equivalents and receivables under finance leases. 5. Following a change in accounting policy for LGIA universal life and annuities reserves, LGIA financial assets passing the SPPI test have been restated. Further details on the change in accounting policy are provided in Note 1 (iv). (ii) Credit risk information of financial assets passing the SPPI test: Debt securities Accrued interest Total financial investments at fair value Loans at amortised cost Reinsurance receivables Insurance and intermediaries receivables Other financial assets AAA 2020 £m 432 2 434 – – – – AA 2020 £m 206 1 207 – – – 2 Total carrying value of financial assets passing the SPPI test³ 434 209 A 2020 £m 462 3 465 1 – – 89 555 BBB 2020 £m 1,176 5 1,181 – – – 4 1,185 BB or below¹ 2020 £m 63 – 63 – – – 3 66 Other² 2020 £m – – – 130 73 68 5,863 6,134 Total 2020 £m 2,339 11 2,350 131 73 68 5,961 8,583 1. Financial assets classified as ‘BB or below’ are considered to be lower than investment grade, and therefore are not deemed to have low credit risk under IFRS 9. 2. Other financial assets are made up of unrated and short-term receivables for which a formal credit rating is not assigned. The fair value of financial assets passing the SPPI test that are not deemed to have low credit risk as at 31 December 2020 is £81m. 3. Financial assets exclude cash and cash equivalents and receivables under finance leases. The fair value of these assets approximates to their carrying value. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 167 Balance sheet management continued 12 IFRS 9 ‘Financial Instruments’ deferral continued (ii) Credit risk information of financial assets passing the SPPI test continued: Debt securities Accrued interest Total financial investments at fair value Loans at amortised cost Reinsurance receivables Insurance and intermediaries receivables Other financial assets AAA 2019 £m 361 2 363 – – – – AA4 2019 £m 223 1 224 – – – 3 Total carrying value of financial assets passing the SPPI test³ 363 227 A4 2019 £m 434 3 437 – – – 96 533 BBB4 2019 £m 994 3 997 – – – 3 1,000 BB or below¹,4 2019 £m Other²,4 2019 £m 32 – 32 – – – 1 33 – – – 121 99 67 5,116 5,403 Total 2019 £m 2,044 9 2,053 121 99 67 5,219 7,559 1. Financial assets classified as ‘BB or below’ are considered to be lower than investment grade, and therefore are not deemed to have low credit risk under IFRS 9. 2. Other financial assets are made up of unrated and short-term receivables for which a formal credit rating is not assigned. The fair value of financial assets passing the SPPI test that are not deemed to have low credit risk as at 31 December 2019 is £43m. 3. Financial assets exclude cash and cash equivalents and receivables under finance leases. The fair value of these assets approximates to their carrying value. 4. Following a change in accounting policy for LGIA universal life and annuities reserves, credit risk information of LGIA financial assets have been restated. Further details on the change in accounting policy are provided in Note 1 (iv). 168 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 13 Derivative assets and liabilities The group’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates. The group uses derivatives such as foreign exchange forward contracts and interest rate swap contracts to hedge these exposures. The group uses hedge accounting, provided the prescribed criteria in IAS 39, ‘Financial Instruments: Recognition and Measurement’ are met, to recognise the offsetting effects of changes in the fair value or cash flow of the derivative instrument and the hedged item. The group’s principal uses of hedge accounting are to: (i) Defer in equity the changes in the fair value of derivatives designated as the hedge of a future cash flow attributable to a recognised asset or liability, a highly probable forecast transaction, or a firm commitment until the period in which the future transaction affects profit or loss or is no longer expected to occur. (ii) Hedge the fair value movements in loans due to interest rate and exchange rate fluctuations. Any gain or loss from remeasuring the hedging instrument at fair value is recognised immediately in the Consolidated Income Statement. Any gain or loss on the hedged item attributable to the hedged risk is adjusted against the carrying amount of the hedged item and recognised in the Consolidated Income Statement; and (iii) Hedge of a net investment in a foreign operation: a hedge of the exposure to the currency risk of a net investment in a foreign entity. The relationship between the hedging instrument and the hedged item, together with the risk management objective and strategy for undertaking the hedge transaction, are documented at the inception of the transaction. The effectiveness of the hedge is documented and monitored on an ongoing basis. Hedge accounting is only applied for highly effective hedges (between 80% and 125% effectiveness) with any ineffective portion of the gain or loss recognised in the Consolidated Income Statement in the current year. Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments which do not qualify for hedge accounting are recognised immediately in the Consolidated Income Statement. Where the risks and characteristics of derivatives embedded in other contracts are not closely related to those of the host contract and the whole contract is not carried at fair value, the derivative is separated from that host contract and measured at fair value, with fair value movements reflected within investment return, unless the embedded derivative itself meets the definition of an insurance contract. Cash inflows and outflows are presented on a net basis where the group is required to settle net or has a legally enforceable right of offset and the intention is to settle on a net basis. Forward foreign exchange contracts – net investment hedges The group hedges part of the foreign exchange translation exposure on its net investment in certain overseas subsidiaries, using forward foreign exchange contracts. It recognises the portion of the gain or loss which is determined in the Consolidated Statement of Comprehensive Income, along with the gain or loss on translation of the foreign subsidiaries. Other derivative contracts – held for trading The group uses certain derivative contracts which are effective hedges of economic exposures in accordance with the group’s risk management policy, but for various reasons are not designated within a formal hedge accounting relationship. Therefore, these contracts must be designated as held for trading, and gains and losses on these contracts are recognised immediately in the Consolidated Income Statement. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 169 Balance sheet management continued 13 Derivative assets and liabilities continued Shareholder derivatives: Currency swap contracts – held for trading Inflation swap contracts – held for trading Other derivatives – held for trading Total shareholder derivatives Non profit non-unit linked derivatives: Interest rate contracts – held for trading Forward foreign exchange contracts – held for trading Currency swap contracts – held for trading Inflation swap contracts – held for trading Credit derivatives – held for trading Other derivatives – held for trading Total non profit non-unit linked derivatives With-profits derivatives: Interest rate contracts – held for trading Other derivatives – held for trading Total with-profits derivatives Unit linked derivatives: Interest rate contracts – held for trading Forward foreign exchange contracts – held for trading Credit derivatives – held for trading Inflation swap contracts – held for trading Inflation rate contracts – held for trading Equity/index derivatives – held for trading Other derivatives – held for trading Total unit linked derivatives Total derivative assets and liabilities Fair values Fair values Assets¹ 2020 £m Liabilities² 2020 £m Assets¹ 2019 £m Liabilities² 2019 £m 25 1 42 68 114 1 21 136 44 1 63 108 17,927 15,967 9,875 112 – 14 126 7,967 71 146 2,280 3 902 87 448 987 28 23 11,448 11,369 88 27 115 469 1,790 16 99 11 608 164 3,157 14,828 20 10 30 339 357 52 287 7 328 218 1,588 13,113 78 1,067 1,781 – 15 20,868 – – – 373 1,767 15 158 – 1,282 100 3,695 24,631 75 290 3,623 28 1,129 21,112 – – – 220 345 36 601 – 696 62 1,960 23,208 1. Derivative assets are reported in the Consolidated Balance Sheet within Financial investments and investments property (Note 11). 2. Derivative liabilities are reported in the Consolidated Balance Sheet within Payables and other financial liabilities (Note 25). The group has entered into fixed rate borrowings denominated in USD and is therefore exposed to foreign exchange and interest rate risks. In order to hedge these risks the group has entered into a cross currency interest rate swap, enabling the exposure to be swapped into a fixed rate in its functional currency. These had a fair value liability totalling £74m (2019: £51m) and a notional amount of £1,099m (2019: £1,099m) at 31 December 2020. There was no ineffectiveness recognised in the income statement in respect of these hedges during 2020. 170 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements The contractual undiscounted cash flows in relation to non-unit linked derivatives have the following maturity profile. Unit linked derivatives have not been included as shareholders are not directly exposed to liquidity risks. As at 31 December 2020 Cash inflows Shareholder derivatives Derivative assets Derivative liabilities Non profit non-unit linked derivatives Derivative assets Derivative liabilities With-profits derivatives Derivative assets Derivative liabilities Total Cash outflows Shareholder derivatives Derivative assets Derivative liabilities Non profit non-unit linked derivatives Derivative assets Derivative liabilities With-profits derivatives Derivative assets Derivative liabilities Total Net shareholder derivatives cash flows Net non profit non-unit linked derivatives cash flows Net with-profits derivatives cash flows Maturity profile of undiscounted cash flows Fair values £m Within 1 year £m 1–5 years £m 5–15 years £m 15–25 years £m Over 25 years £m 68 (136) 967 125 236 409 20,868 (21,112) 10,368 5,391 12,940 3,553 – – – – – – 1,186 2,368 21,581 13,562 – – – – – – 13,274 7,716 12,902 8,190 – – – – Total £m 2,389 2,902 71,065 38,412 – – (312) 16,851 17,138 38,697 20,990 21,092 114,768 68 (136) (923) (137) (171) (428) (1,153) (2,464) – – – – (2,247) (3,029) 20,868 (21,112) (8,687) (6,821) (9,129) (8,433) (16,051) (19,995) (9,036) (11,508) (7,199) (12,691) (50,102) (59,448) – – – – – – – – – – – – – – (312) (16,568) (18,161) (39,663) (20,544) (19,890) (114,826) 32 251 – 46 (1,069) – (63) (903) – – 446 – – 1,202 – 15 (73) – Future cash flows on the floating legs of interest rate and exchange derivatives are calculated using current spot rates, which may differ from the market expectation incorporated in the fair value. Cash flows arising from implied events covered by credit derivatives are presented in the table above on an expected basis as cash flows within one year. Cash inflows or outflows are presented on a net basis where the group is required to settle net or has a legally enforceable right of offset and the intention is to settle on a net basis. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 171 Balance sheet management continued 13 Derivative assets and liabilities continued The contractual undiscounted cash flows in relation to non-unit linked derivatives have the following maturity profile. Unit linked derivatives have not been included as shareholders are not directly exposed to liquidity risks. As at 31 December 2019 Cash inflows Shareholder derivatives Derivative assets Derivative liabilities Non profit non-unit linked derivatives Derivative assets Derivative liabilities With-profits derivatives Derivative assets Derivative liabilities Total Cash outflows Shareholder derivatives Derivative assets Derivative liabilities Non profit non-unit linked derivatives Derivative assets Derivative liabilities With-profits derivatives Derivative assets Derivative liabilities Total Net shareholder derivatives cash flows Net non profit non-unit linked derivatives cash flows Net with-profits derivatives cash flows Fair values £m 108 (126) 11,448 (11,369) 115 (30) 146 108 (126) 11,448 (11,369) 115 (30) 146 Within 1 year £m 1,137 251 6,604 4,997 935 138 Maturity profile of undiscounted cash flows 1–5 years £m 5–15 years £m 15–25 years £m 220 398 8,213 6,548 73 16 1,137 2,293 20,245 14,327 127 27 – 1 10,096 8,998 64 13 Over 25 years £m 1 2 8,475 6,988 34 7 Total £m 2,495 2,945 53,633 41,858 1,233 201 14,062 15,468 38,156 19,172 15,507 102,365 (1,055) (269) (6,044) (5,609) (898) (150) (126) (437) (882) (2,438) – (1) (1) (2) (2,064) (3,147) (7,227) (9,675) (19,520) (18,537) (8,439) (11,865) (5,364) (9,573) (46,594) (55,259) (44) (22) (101) (34) (50) (16) (24) (10) (1,117) (232) (14,025) (17,531) (41,512) (20,371) (14,974) (108,413) 64 (52) 25 55 110 – (2,141) (3,485) (1,210) 23 19 11 – 526 7 229 (6,362) 85 Future cash flows on the floating legs of interest rate and exchange derivatives are calculated using current spot rates, which may differ from the market expectation incorporated in the fair value. Cash flows arising from implied events covered by credit derivatives are presented in the table above on an expected basis as cash flows within one year. Cash inflows or outflows are presented on a net basis where the group is required to settle net or has a legally enforceable right of offset and the intention is to settle on a net basis. 172 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements 14 Receivables and other assets Reinsurance receivables Receivables under finance leases Accrued interest and rent Prepayments and accrued income Insurance and intermediaries receivables Inventories¹ Contract assets² Other receivables³ Total other assets Less: assets of operations classified as held for sale4 Other assets Due within 12 months Due after 12 months Financial statements Note 14(i) 2020 £m 73 173 360 255 76 2,179 292 6,021 9,429 – 9,429 7,444 1,985 2019 £m 99 171 376 416 67 2,120 223 5,272 8,744 (212) 8,532 7,035 1,709 Inventories represent house building stock including land, options on land, work in progress and other inventory. 1. 2. Contract assets represent the entity’s right to consideration in exchange for goods or services that have been transferred to a customer. 3. Other receivables include amounts receivable from brokers and clients for investing activities, collateral pledges, unsettled cash, FX spots and other sundry balances. 4. Assets of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. (i) Receivables under finance leases The group leases certain investment properties to third parties. Under these agreements, substantially all the risks and reward incidental to ownership are transferred to the lessee; therefore the contracts have been classified as finance leases. At the lease commencement date, the group derecognises the investment property asset and recognises a receivable asset on its balance sheet to reflect the net investment in the lease, equal to the present value of the lease payments. The group recognises finance income over the lease term to reflect the rate of return on the net investment in the lease. The group acts as a lessor of certain finance leases, which have a weighted average duration to maturity of 30 years as at 31 December 2020. The counterparties, as lessee, are regarded to be the economic owner of the leased assets. The future minimum lease payments under the arrangement, together with the present value, are disclosed below: Within 1 year 1–2 years 2–3 years 3–4 years 4–5 years After 5 years Total Total future payments 2020 £m Unearned interest income 2020 £m 10 10 11 10 10 210 261 (6) (5) (5) (5) (5) (62) (88) Present value 2020 £m 4 5 6 5 5 148 173 Total future payments 2019 £m Unearned interest income 2019 £m 10 10 10 10 10 210 260 (6) (5) (5) (5) (5) (63) (89) Present value 2019 £m 4 5 5 5 5 147 171 Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 173 Balance sheet management continued 15 Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks, treasury bills and other short-term highly liquid investments with maturities of three months or less from the date of acquisition. Cash at bank and in hand Cash equivalents¹ Total cash and cash equivalents Cash at bank and in hand Cash equivalents Total cash and cash equivalents Less: assets of operations classified as held for sale² Cash and cash equivalents Shareholder 2020 £m 406 1,539 1,945 Shareholder 2019 £m 406 1,123 1,529 – 1,529 Non profit non-unit linked 2020 £m 746 925 1,671 Non profit non-unit linked 2019 £m 279 860 1,139 – 1,139 With- profits 2020 £m – – – With- profits 2019 £m 102 454 556 (99) 457 Unit linked 2020 £m 2,646 11,758 14,404 Unit linked 2019 £m 977 10,032 11,009 (211) 10,798 Total 2020 £m 3,798 14,222 18,020 Total 2019 £m 1,764 12,469 14,233 (310) 13,923 1. The classification of debt securities and cash and cash equivalents, which is based upon a comparison of purchase and maturity dates, has been updated during the year. If applied in respect of prior year balances, the impact is not considered material and therefore no adjustment has been made. 2. Assets of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. 174 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 16 Market risk (i) Investment performance risk (a) Equity securities The group controls its exposure to geographic price risks by using internal country risk exposure limits. These exposure limits are based on macroeconomic data and key qualitative indicators. The latter take into account economic, social and political environments. The table below indicates the group’s exposure to different equity markets around the world. Unit linked equity investments are excluded from the table as the risk is retained by the policyholder. Exposure to worldwide equity markets United Kingdom North America Europe Japan Asia Pacific Other Listed equities Unlisted equities¹ Holdings in unit trusts² Total equities Shareholder 2020 £m Non profit non-unit linked 2020 £m With- profits 2020 £m 236 154 196 26 58 62 732 277 2,028 3,037 4 45 – – – – 49 – – 49 – – – – – – – – – – Shareholder 2019 £m Non profit non-unit linked 2019 £m 443 336 410 95 130 60 1,474 301 895 2,670 47 80 55 – 12 – 194 – – 194 Total 2020 £m 240 199 196 26 58 62 781 277 2,028 3,086 With- profits 2019 £m 967 462 653 169 333 221 2,805 – 298 3,103 Total 2019 £m 1,457 878 1,118 264 475 281 4,473 301 1,193 5,967 1. Unlisted equities are split between £226m (2019: £224m) United Kingdom, £46m (2019: £41m) Europe and £5m (2019: £36m) North America. 2. Limited Partnerships are included within Holdings in unit trusts. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 175 Balance sheet management continued 16 Market risk continued (i) Investment performance risk continued (b) Debt securities The group controls its exposure to geographic price risks by using internal country credit ratings. These ratings are based on macroeconomic data and key qualitative indicators. The latter take into account economic, social and political environments. The table below indicates the group’s exposure to different debt security markets around the world. Unit linked debt securities are excluded from the table as the risk is retained by the policyholder. Total debt securities and accrued interest United Kingdom USA Netherlands France Germany GIIPS: – Greece – Ireland – Italy – Portugal – Spain Belgium Russia Rest of Europe Brazil Rest of World Collateralised debt obligations² Total Analysed as: Debt securities Accrued interest Shareholder 2020 £m 1,454 2,397 107 325 14 – 10 1 – 1 52 – 458 1 244 – Non profit non-unit linked 2020 £m 42,140 24,768 2,492 1,385 596 – 1,333 35 – 299 322 – 2,925 62 4,009 72 5,064 80,438 5,047 17 79,893 545 With- profits 2020 £m – – – – – – – – – – – – – – – – – – – Total 2020 £m 43,594 27,165 2,599 1,710 610 – 1,343 36 – 300 374 – 3,383 63 4,253 72 Shareholder¹ 2019 £m 1,726 2,359 205 213 15 – 26 10 – 1 29 6 339 8 473 – Non profit non-unit linked 2019 £m 37,940 20,084 2,324 1,373 492 – 975 30 – 150 237 – 2,962 44 3,368 82 With- profits 2019 £m 3,186 658 270 286 134 – 45 18 – 23 50 12 387 37 406 – Total 2019 £m 42,852 23,101 2,799 1,872 641 – 1,046 58 – 174 316 18 3,688 89 4,247 82 85,502 5,410 70,061 5,512 80,983 84,940 562 5,387 23 69,530 531 5,468 44 80,385 598 1. As part of a change in accounting policy for LGIA universal life and annuity reserves, certain financial investments were reclassified from designated as amortised cost to designated as fair value through profit or loss. Accordingly, the 2019 balances for debt securities and accrued interest have been restated to reflect the fair value of those assets. Further details on the change in accounting policy are provided in Note 1 (iv). 2. All CDOs of £72m (2019: £82m) are domiciled in the Rest of World. 176 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements (c) Additional disclosures on shareholder and non profit non-unit linked debt securities exposure Sovereigns, supras and sub-sovereigns Banks: – Tier 1 – Tier 2 and other subordinated – Senior – Covered Financial services: – Tier 2 and other subordinated – Senior Insurance: – Tier 2 and other subordinated – Senior Consumer services and goods: – Cyclical – Non-cyclical – Healthcare Infrastructure: – Social – Economic Technology and telecoms Industrials Utilities Energy Commodities Oil and gas Real estate Structured finance ABS/RMBS/CMBS/Other Lifetime mortgage loans Collateralised debt obligations Total Financial statements 2020 £m 16,244 2020 % 19 2019¹ £m 12,683 2019¹ % 17 – 107 5,175 158 204 1,077 293 1,166 3,241 8,749 1,997 6,455 5,469 5,167 1,510 11,794 1,232 1,277 2,474 3,398 2,207 6,036 72 – – 6 – – 1 – 1 4 10 2 8 7 6 2 2 100 5,452 167 301 947 242 988 3,509 7,358 1,469 5,798 5,051 4,418 1,443 14 10,778 1 2 3 4 3 7 – 1,166 912 2,203 3,552 2,117 4,733 82 – – 7 – – 1 – 1 5 10 2 8 7 6 2 14 2 1 3 5 3 6 – 85,502 100 75,471 100 1. As part of a change in accounting policy for LGIA universal life and annuity reserves, certain financial investments were reclassified from designated as amortised cost to designated as fair value through profit or loss. Accordingly, the 2019 balances for Structured finance ABS / RMBS / CMBS / Other have been restated to reflect the fair value of those assets. Further details on the change in accounting policy are provided in Note 1 (iv). Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 177 Balance sheet management continued 16 Market risk continued (i) Investment performance risk continued (c) Additional disclosures on shareholder and non profit non-unit linked debt securities exposure continued Analysis of Sovereigns, Supras and Sub-Sovereigns Market value by region United Kingdom USA Netherlands France Germany GIIPS: – Greece – Ireland – Italy – Portugal – Spain Russia Rest of Europe Brazil Rest of World Total 2020 £m 11,568 2,654 27 295 423 – 318 – – – – 335 – 624 2019 £m 9,764 1,995 1 28 310 – – 11 – – 6 306 4 258 16,244 12,683 178 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 16 Market risk continued (ii) Currency risk The group has minimal exposure to currency risk from financial instruments held by business units in currencies other than their functional currencies; nearly all such holdings are either backing insurance contracts in the same currency, or are hedged back to GBP. The group operates internationally and as a result is exposed to foreign currency exchange risk arising from fluctuations in exchange rates of various currencies. The largest United States dollar currency exposures relate to the group’s US business, Legal & General America. The majority of currency exposures relating to euros are held by Legal & General Investment Management (Europe) Limited, a subsidiary of Legal & General Investment Management Limited. The group does not hedge foreign currency revenues as these are substantially retained locally to support the growth of the group’s business and meet local regulatory and market requirements. Businesses aim to maintain sufficient assets in local currency to meet local currency liabilities, however movements may impact the value of the group’s consolidated shareholders’ equity which is expressed in sterling. This aspect of foreign exchange risk is monitored and managed centrally, against pre-determined limits. These exposures are managed by aligning the deployment of regulatory capital by currency with the group’s regulatory capital requirements by currency. Currency borrowings and derivatives may be used to manage exposures within the limits that have been set. As at 31 December 2020, the group held 14% (2019: 15%) of its total equity attributable to shareholders in currencies, mainly United States dollar and euro, other than the functional currency of the relevant business unit. The exchange risks inherent in these exposures may be mitigated through the use of derivatives, mainly forward currency contracts. Consistent with the group’s accounting policies, the profits of overseas business units (reported as functional currencies) are translated at average exchange rates and the net assets (reported as functional currencies) at the closing rate for the reporting period. A 10% increase (weakening of foreign currencies) or decrease (strengthening of foreign currencies) in these rates would increase or reduce the profit for the year and net assets as follows: Profit for the year¹ Net assets attributable to USD exposures¹,² Profit for the year¹ Net assets attributable to EUR exposures¹ A 10% increase in USD:GBP exchange rate A 10% decrease in USD:GBP exchange rate 2020 £m 18 (80) 2019 £m (1) (47) 2020 £m (22) 98 2019 £m 1 57 A 10% increase in EUR:GBP exchange rate A 10% decrease in EUR:GBP exchange rate 2020 £m – (73) 2019 £m – (103) 2020 £m – 90 2019 £m – 125 1. 2. Profit for the year impacts relate only to overseas business units where the functional currency is not sterling. Net asset impacts include both functional currency and non functional currency exposures. US net assets have been restated following the change in accounting policy for LGIA universal life and annuity reserves. Further details on the change in accounting policy are provided in Note 1 (iv). Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 179 Balance sheet management continued 17 Credit risk The credit profile of the group’s assets exposed to credit risk is shown below. The credit rating bands are provided by independent rating agencies. For unrated assets, the group maintains internal ratings which are used to manage exposure to these counterparties. Unit linked assets have not been included as shareholders are not directly exposed to the associated credit risk. Additionally, assets such as equity securities, deferred acquisition costs and tax, have no exposure to the associated credit risk and therefore have also been excluded. The carrying amount of the financial assets recorded in the financial statements represent the maximum exposure to credit risk. Shareholder As at 31 December 2020 Government securities Other fixed rate securities Variable rate securities Total debt securities¹ Accrued interest Loans Derivative assets Cash and cash equivalents Reinsurers’ share of contract liabilities Other assets Total Notes 11(i) 11(i) 11(ii) 13 15 AAA £m 435 96 17 548 2 44 – 19 – 72 AA £m 821 371 284 1,476 4 80 – 780 359 14 685 2,713 A £m 26 1,172 160 1,358 3 426 65 1,020 294 97 3,263 BBB £m 16 242 648 906 2 91 3 79 3 11 BB and below £m 7 108 3 118 2 – – – – 3 1,095 123 Internally rated and other¹ £m 31 610 – 641 4 85 – 47 4 2,846 3,627 Total £m 1,336 2,599 1,112 5,047 17 726 68 1,945 660 3,043 11,506 1. Of the total debt securities and accrued interest that have been internally rated and unrated, £30m is rated AAA, £99m AA, £133m A, £318m BBB, £64m BB or below and £1m as other. Non profit non-unit linked As at 31 December 2020 Government securities Other fixed rate securities Variable rate securities Lifetime mortgages Total debt securities¹ Accrued interest Loans Derivative assets Cash and cash equivalents Reinsurers’ share of contract liabilities Other assets Total Notes 11(i) 11(i) 11(ii) 13 15 AAA £m 1,901 1,564 63 – AA £m 8,706 5,096 1,762 – A £m 62 17,098 2,545 – BBB £m 369 18,529 1,267 – 3,528 15,564 19,705 20,165 23 – – 231 – 7 3,789 57 2,950 36 222 5,232 17 24,078 169 460 18,356 1,048 664 599 234 112 2,433 10 – 37 41,001 22,991 929 BB and below £m 2 858 57 – 917 12 – – – – – Internally rated and other¹ £m 192 12,451 1,335 6,036 20,014 50 – 43 160 380 3,695 24,342 Total £m 11,232 55,596 7,029 6,036 79,893 545 3,522 20,868 1,671 6,276 4,355 117,130 1. Of the total debt securities and accrued interest that have been internally rated and unrated, £4,038m is rated AAA, £3,248m AA, £6,569m A, £5,791m BBB, £401m BB or below and £17m as other. 180 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 17 Credit risk continued Shareholder As at 31 December 2019 Government securities Other fixed rate securities Variable rate securities Total debt securities¹ Accrued interest Loans Derivative assets Cash and cash equivalents Reinsurers’ share of contract liabilities Other assets Total Notes 11(i) 11(i) 11(ii) 13 15 AAA £m 314 141 56 511 2 32 – 16 – 142 703 AA £m 527 618 363 1,508 4 135 45 522 155 23 A £m 35 1,246 65 1,346 5 448 54 790 163 112 BBB £m 47 385 508 940 4 50 9 107 1 10 BB and below £m 26 165 5 196 3 – – – – 1 2,392 2,918 1,121 200 Internally rated and other¹,² £m 202 684 – 886 5 88 – 94 3 2,872 3,948 Total £m 1,151 3,239 997 5,387 23 753 108 1,529 322 3,160 11,282 1. Of the total debt securities and accrued interest that have been internally rated and unrated, £4m is rated AAA, £341m AA, £161m A, £338m BBB, £40m BB or below and £7m as other. 2. As part of a change in accounting policy for LGIA universal life and annuity reserves, certain financial investments were reclassified from designated as amortised cost to designated as fair value through profit or loss. Accordingly, the 2019 balances for debt securities, accrued interest and loans have been restated to reflect the fair value of those assets. Further details on the change in accounting policy are provided in Note 1 (iv). Non profit non-unit linked As at 31 December 2019 Government securities Other fixed rate securities Variable rate securities Lifetime mortgages Total debt securities¹ Accrued interest Loans Derivative assets Cash and cash equivalents Reinsurers’ share of contract liabilities Other assets Total Notes 11(i) 11(i) 11(ii) 13 15 AAA £m 1,372 1,126 330 – AA £m 6,343 4,724 1,934 – A £m 17 15,044 2,737 – BBB £m 195 16,903 709 – 2,828 13,001 17,798 17,807 23 – – 175 – 3 55 126 1,723 211 4,706 18 171 454 9,244 626 460 163 240 50 434 4 – 73 BB and below £m 1 418 33 – 452 4 – – – – – 3,029 19,840 28,916 18,608 456 Internally rated and other¹ £m 186 11,486 1,239 4,733 17,644 38 – 47 123 344 2,372 20,568 Total £m 8,114 49,701 6,982 4,733 69,530 531 630 11,448 1,139 5,510 2,629 91,417 1. Of the total debt securities and accrued interest that has been internally rated and unrated, £3,172m was rated AAA, £2,960m AA, £5,983m A, £5,273m BBB, £248m BB and below and £46m as other. With-profits As at 31 December 2019 Government securities Other fixed rate securities Variable rate securities Total debt securities Accrued interest Loans Derivative assets Cash and cash equivalents Other assets Total Notes 11(i) 11(i) 11(ii) 13 15 AAA £m 22 387 24 433 7 – – 2 – AA £m 1,180 717 233 2,130 10 79 – 133 – A £m 27 1,325 47 1,399 9 286 115 415 1 BBB £m 50 1,187 3 1,240 16 32 – 6 1 442 2,352 2,225 1,295 BB and below £m Internally rated and other £m 27 38 2 67 1 – – – – 68 134 65 – 199 1 – – – 58 258 Total £m 1,440 3,719 309 5,468 44 397 115 556 60 6,640 Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 181 Balance sheet management continued 17 Credit risk continued Impairment The group reviews the carrying value of its financial assets (other than those held at FVTPL) at each balance sheet date. If the carrying value of a financial asset is impaired, the carrying value is reduced through a charge to the Consolidated Income Statement. There must be objective evidence of impairment as a result of one or more events which have occurred after the initial recognition of the asset. Impairment is only recognised if the loss event has an impact on the estimated future cash flows of assets held at amortised cost or fair value of assets classified as available for sale. The table below includes assets at FVTPL, which provides information regarding the carrying value of financial assets which have been impaired and the ageing analysis of financial assets which are past due but not impaired. Unit linked assets have not been included as shareholders are not exposed to the risks from unit linked policies. Ageing analysis As at 31 December 2020¹ Shareholder Non profit non-unit linked As at 31 December 2019¹ Shareholder² Non profit non-unit linked With-profits¹ Neither past due nor impaired £m 11,386 116,928 Neither past due nor impaired £m 11,130 91,210 6,598 Past due but not impaired 3–6 months £m 6 months– 1 year £m 21 3 29 1 Past due but not impaired 3–6 months £m 6 months– 1 year £m 9 3 – 11 – – 0–3 months £m 63 187 0–3 months £m 124 193 41 Over 1 year £m 7 11 Over 1 year £m 8 11 1 Impaired £m – – Carrying value £m 11,506 117,130 Impaired £m – – – Carrying value £m 11,282 91,417 6,640 1. The With-profits Fund was disposed of as part of the sale of the Mature Savings business, which completed on 7 September 2020. 2. As part of a change in accounting policy for LGIA universal life and annuity reserves, certain financial investments were reclassified from designated as amortised cost to designated as fair value through profit or loss. Accordingly, the 2019 balances for shareholder financial assets have been restated to reflect the fair value of those assets. Further details on the change in accounting policy are provided in Note 1 (iv). 182 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Offsetting Financial assets and liabilities are offset in the Consolidated Balance Sheet when the group has a legally enforceable right to offset and has the intention to settle the asset and liability on a net basis, or to realise the asset and liability simultaneously. The group has not entered into any financial transactions resulting in financial assets and liabilities being offset in the Consolidated Balance Sheet. The table below shows the financial assets and liabilities that are subject to master netting agreements in the shareholder, non profit non-unit linked and with-profits. Unit linked assets and liabilities have not been included as shareholders are not exposed to the risks on these policies. As at 31 December 2020 Derivative assets Reverse repurchase agreements Total Derivative liabilities Repurchase agreements Total Amounts subject to enforceable netting arrangements Amounts under master netting arrangements but not offset Gross and net amounts reported in the Consolidated Balance Sheet £m Related financial instruments¹ £m Cash collateral² £m Securities collateral pledged² £m 20,936 (18,593) 4,117 – 25,053 (18,593) (21,249) 18,593 (2,004) – (23,253) 18,593 (823) – (823) 2,118 – 2,118 (1,758) (4,121) (5,879) 610 2,010 2,620 Net amount £m (238) (4) (242) 72 6 78 1. Related financial instruments represents outstanding amounts with the same counterparty which, under agreements such as the ISDA Master Agreement, could be offset and settled net following certain predetermined events. 2. Cash and securities held may exceed target levels due to the complexities of operational collateral management, timing and agreements in place with individual counterparties. Amounts subject to enforceable netting arrangements Amounts under master netting arrangements but not offset As at 31 December 2019 Derivative assets Reverse repurchase agreements Total Derivative liabilities Repurchase agreements Total Gross and net amounts reported in the Consolidated Balance Sheet £m 11,671 1,659 13,330 (11,525) (620) Related financial instruments¹ £m Cash collateral² £m Securities collateral pledged² £m (9,846) – (9,846) 9,846 – (543) – (543) 1,696 – 1,696 (1,602) (1,647) (3,249) 496 620 1,116 Net amount £m (320) 12 (308) 513 – 513 (12,145) 9,846 1. Related financial instruments represents outstanding amounts with the same counterparty which, under agreements such as the ISDA Master Agreement, could be offset and settled net following certain predetermined events. 2. Cash and securities held may exceed target levels due to the complexities of operational collateral management, timing and agreements in place with individual counterparties. In the tables above, the amounts of assets or liabilities presented in the Consolidated Balance Sheet are offset first by financial instruments that have the right of offset under master netting or similar arrangements with any remaining amount reduced by cash and securities collateral. The actual amount of collateral may be greater than the amounts presented in the tables above. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 183 Balance sheet management continued 18 Insurance risk The group is exposed to insurance risk as a consequence of offering the principal products outlined in Note 6. Insurance risk is the exposure to loss arising from experience being different to that anticipated. Detailed below are the risks associated with each of the group’s segments and the associated controls operated. They are applicable to all stated products across the group. Following the completion of the sale of the Mature Savings business on 7 September 2020, the group is no longer exposed to any insurance risk in relation to with-profits or savings products. Principal risks Longevity, mortality & morbidity risks For contracts providing death benefits, higher mortality rates would lead to an increase in claims costs. The cost of health related claims depends on both the incidence of policyholders becoming ill and the duration over which they remain ill. Higher than expected incidence or duration would increase costs over the level currently assumed in the calculation of liabilities. Division LGI For annuity contracts, the group is exposed to the risk that mortality experience is lower than assumed. Lower than expected mortality would require payments to be made for longer and increase the cost of benefits provided. Lifetime mortgage business also explicitly has some exposure to the life expectancy of borrowers. LGR Persistency risk In the early years of a policy, lapses may result in a loss to the group, as the acquisition costs associated with the contract would not have been recovered from product margins. LGI Controls to mitigate risks The pricing of protection business is based on assumptions as to future trends in mortality and morbidity having regard to past experience. Underwriting criteria are defined setting out the risks that are unacceptable and the terms for non-standard risks presented by the lives to be insured. Extensive use of reinsurance is made within the UK retail protection business, placing a proportion of all risks meeting prescribed criteria. Mortality and morbidity experience is compared to that assumed within the pricing basis with variances subject to actuarial investigation. Annuity business is priced having regard to trends in improvements in future mortality. Enhanced annuities, which are priced taking account of impairments to life expectancy, are subject to specific underwriting criteria. Certain annuitant mortality risks, including enhanced annuities, are placed with reinsurers. The group regularly reviews its mortality experience and industry projections of longevity and adjusts the pricing and valuation assumptions accordingly. In pricing lifetime mortgage business, account is taken of trends in mortality rates in setting the amounts that are advanced to borrowers relative to the value of the property on which the loan is secured. The pricing basis for protection business includes provision for policy lapses. The persistency assumption for non-participating protection business allows for the expected pattern of persistency, adjusted to incorporate a margin for adverse deviation. Actual trends in policy lapse rates are monitored with adverse trends being subject to actuarial investigation. 184 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Principal risks Division Controls to mitigate risks Expense risk In pricing long-term insurance business, assumptions are made as to the future cost of product servicing. A significant adverse divergence in actual expenses experience could reduce product profitability. LGR and LGI Concentration (catastrophe) risk Insurance risk may be concentrated in geographic regions, altering the risk profile of the group. The most significant exposure of this type arises for group protection business, where a single event could result in a large number of related claims. LGI Epidemic (catastrophe) risk The spread of an epidemic could cause large aggregate claims across the group’s portfolio of protection businesses. LGI In determining pricing assumptions, account is taken of changes in price indices and the costs of employment, with stress testing used to evaluate the effect of significant deviations. Actual product servicing costs are monitored relative to the costs assumed with the product pricing basis, with variances investigated. Group protection business contracts include an ‘event limit’ capping the total liability under the policy from a single event. Excess of loss reinsurance further mitigates loss from the exposure. Additionally, exposure by location is monitored to ensure there is a geographic spread of risk. Catastrophe reinsurance cover also mitigates loss from concentrations of risk. The pricing basis for protection business includes an assessment of potential claims as a result of epidemic risks. Quota share and excess of loss reinsurance contracts are used by individual and group protection, respectively, to further mitigate the risk. Depending on the nature of an epidemic, mortality experience may lead to a reduction in the cost of claims for annuity business. As in the current pandemic, we can update the pricing for new business to reflect the change in expected claims. The provision for future Covid-19 claims relies on assumptions about the future developments of the pandemic, including the impact of new variants, vaccines, social distancing and treatment, all of which could result in a higher or lower loss than assumed. Accumulation of risks There is limited potential for single incidents to give rise to a large number of claims across the different contract types written by the group. In particular, there is little significant overlap between the long-term and short-term insurance business written by the group. However, there are potentially material correlations of insurance risk with other types of risk exposure. The group’s capital model seeks to measure risk correlations, particularly those that would tend to be more acute as the underlying risk scenarios become more extreme. An example of the accumulation of risk is the correlation between reinsurer credit risk with mortality and morbidity exposures. Operational risk Operational risk is defined as loss arising from inadequate or failed internal processes, people, systems or external events. Potential for exposure to operational risk extends to all the group’s businesses. The group has constructed a framework of internal controls to minimise material loss from operational risk events recognising that no system of internal control can completely eliminate the risk of error, financial loss, fraudulent action or reputational damage. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 185 Balance sheet management continued 19 Long-term insurance valuation assumptions The group’s insurance assumptions, described below, relate to the UK insurance business and material lines of the US insurance business, Legal & General America (LGA). Other non-UK businesses do not constitute a material component of the group’s operations and consideration of geographically determined assumptions is therefore not included. The group seeks to make prudent assumptions about future experience based on current market conditions and recent experience. Assumptions incorporate prudent margins in excess of our best estimate assumptions to reduce the possibility of actual experience being less favourable than assumed. (i) Mortality and morbidity Mortality and morbidity assumptions for the UK business are set with reference to standard tables drawn up by the Continuous Mortality Investigation Bureau (CMIB), a subsidiary of the Institute and Faculty of Actuaries, and/or UK death registrations. US assumptions are set with reference to standard tables drawn up by the American Academy of Actuaries. Assumptions include an appropriate allowance for prudence. Tables are based on industry-wide mortality and morbidity experience for insured lives. The group conducts statistical investigations of its mortality and morbidity experience, the majority of which are carried out at least annually. Investigations determine the extent to which the group’s experience differs from that underpinning the standard tables, and suggest appropriate adjustments which need to be made to the valuation assumptions. For 2020 reporting the group has concluded that there is insufficient certainty to revise long-term assumptions in response to emerging claims experience relating to Covid-19. For protection contracts, certain short-term allowances have been made to reflect the impact of the higher mortality expected from the pandemic in 2021, based on applying projections from the Institute for Health Metrics and Evaluation to our insured population. In most cases, mortality rates are set separately for sex and smoker status, and the percentage of mortality table will vary for the first 2-5 years of the policy’s duration to allow for underwriting selection. Mortality tables Non-linked individual assurance business UK term assurances¹ UK term assurances with terminal illness¹ UK term assurances with critical illness² US term assurances³ Whole of Life Protection Plan4 Whole of Life over 504 Annuity business UK annuities in deferment5 UK vested annuities6 Pension risk transfer Other annuities US annuities7 2020 2019 99%–101% TM08/TF08 Sel 5 98%–104% TM08/TF08 Sel 5 63%–95% TM08/TF08 Sel 5 62%–104% TM08/TF08 Sel 5 107%–159% ACL08 Sel 2 Adjusted SOA 2014 VBT 112%–164% ACL04 Sel 2 Adjusted SOA 2014 VBT Bespoke Tables based on TM08/TF08, AM92/AF92 and UK death registrations Bespoke Tables based on TM08/TF08, AM92/AF92 and UK death registrations Bespoke Tables based on ELT15 and Whole of Life Protection Plan assumptions Bespoke Tables based on ELT15 and Whole of Life Protection Plan assumptions 71.9%–81.9% PNMA00/PNFA00 73.1%–82.9% PNMA00/PNFA00 72.7%–81.9% PCMA00/PCFA00 73.9%–82.9% PCMA00/PCFA00 57.6%–105.1% PCMA00/PCFA00 58.5%–95% PCMA00/PCFA00 Bespoke tables based on RP–2014 Healthy Annuitant Total table Bespoke tables based on RP–2014 Healthy Annuitant Total table Improvement assumptions applied for 2020 of 0.6% p.a. for males and females (2019: 1% p.a. for males and females). 1. 2. Morbidity rates are assumed to deteriorate at a rate of 0.50% p.a. for males and 0.75% p.a. for females (2019: 0.50% p.a. for males and 0.75% p.a. for females). 3. Adjustments are made for sex, select period, smoker status, policy size, policy duration and year, issue year and age. 4. Mortality rates are assumed to reduce based on CMI 2018 model with a long-term annual improvement rate of 1.5% for males and 1.0% for females (2019: Mortality rates are assumed to reduce based on CMI 2016 model with a long-term annual improvement rate of 1.5% for males and 1.0% for females). Table created by blending PCXA00 with PNXA00 tables. The base table to be used for bulk purchase annuity policies in deferment is PNMA00 up to and including age 55 and PCMA00 for age 65 and above for males. The identical method is applied to females using PNFA00 and PCFA00. Mortality rates are assumed to reduce according to an adjusted version of the mortality improvement model CMI 2018 (2019: CMI 2017) with the following parameters: Males: long-term rate of 1.50% p.a. up to age 85 tapering to 0% at 110 (2019: long-term rate of 1.50% p.a. up to age 85 tapering to 0% at 110). Females: long-term rate of 1.00% p.a. up to age 85 tapering to 0% at 110 (2019: long-term rate of 1.00% p.a. up to age 85 tapering to 0% at 110). Smoothing is applied to derive initial rates using a smoothing parameter (Sk) value of 7.5 applied to L&G bespoke population data to 2018. The resulting initial rates are then adjusted to reflect socio economic class. (2019: smoothing parameter (Sk) value of 7.5 applied to L&G bespoke population data to 2017). For individual annuities distributed through retail channels, a further allowance is made for the effect of initial selection. The basis above is applicable up to age 90. After age 90 the basis is blended towards a bespoke table from age 105 onwards. Improvement table is MP2018 (2019: improvement table is MP2016). 5. 6. 7. 186 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements (ii) Valuation rates of interest and discount rates The valuation interest rate used to discount the cash flows for the purpose of valuing insurance contract liabilities is based on the yield on the assets backing the contract. For annuity business, an explicit allowance for risk is deducted from the yield. The allowance for risk comprises long-term assumptions about defaults on a prudent basis or, in the case of lifetime mortgage assets, a prudent expectation of losses arising from the No-Negative-Equity Guarantee. These allowances vary by asset category and for some asset classes by rating. The allowance for risk for government backed bonds equated to 9bps (2019: 9bps) and 45bps for corporate bonds and direct investments (2019: 47bps). This is equivalent to a default provision of £3.5 billion at 31 December 2020 (2019: £3.2 billion). For lifetime mortgage business, the allowance for risk in respect of lifetime mortgage assets is equivalent to £0.6 billion at 31 December 2020 (2019: £0.5 billion). For UK assurance business, different rates apply depending on whether the liabilities are positive or negative. An appropriate valuation interest rate is applied at all times during the projection, i.e. when liabilities switch from being negative to positive the valuation interest rate will also switch from being high to low. The crossover point at which the margin changes direction is assessed for broad product groups but applied at a policy by policy level. For US assurance business, the valuation interest rate is derived by combining the risk free yield curve (based on the USD curve specified by EIOPA for Solvency II) plus a risk adjusted spread addition based on the portfolio of assets LGA invests in. It includes prudent adjustments for default and reinvestment risk. Rate of interest/discount rates UK life assurances UK pension assurances US life assurances UK annuities – Fixed UK annuities – Index Linked US annuities 2020 0.72%–2.24% p.a. 0.25%–2.15% p.a. 0.80%–2.40% p.a. 1.28% p.a. (1.85)% p.a. 2.29% p.a. 2019 1.07%–2.88% p.a. 1.00%–2.76% p.a. 2.37%–3.05% p.a. 1.93% p.a. (1.28)% p.a. 3.09% p.a. (iii) Persistency The group monitors its persistency experience and carries out detailed investigations annually. Persistency experience can be volatile and past experience may not be an appropriate future indicator. The group tries to balance past experience and potential future conditions by making prudent assumptions about expected long-term average persistency levels. Where explicit persistency assumptions are not made, prudence is also incorporated into the liabilities by ensuring that they are sufficient to cover the more onerous of the two scenarios where the policies either remain in-force until maturity or where they discontinue at the valuation date. For UK term assurance business, the margin acts to increase the best estimate lapse rate in the early part of a policy’s lifetime (when it is treated as an asset) but to reduce the best estimate lapse rate later in the policy’s lifetime (when it is treated as a liability). The crossover point at which the margin changes direction is assessed for broad product groups but applied at a policy by policy level. Any liability to reinsurers on discontinuance within the first four years from inception is allowed for explicitly in the cash flows, using the valuation lapse basis, together with a prudent allowance for clawback of commission from agents upon lapse. For US term assurance, a single margin is used across guaranteed period durations for a given policy. All US term assurance contracts are assumed to lapse at the end of the guaranteed period. Policies past the guaranteed period as of the valuation date are assumed to lapse on the next premium due date. Lapse rates UK Level term UK Decreasing term UK Accelerated critical illness cover Pensions term Whole of Life (conventional non profit) US term – 10 year guarantee period US term – 15 year guarantee period US term – 20 year guarantee period US term – 30 year guarantee period US Universal Life 2020 2.3%–25.7% 6.1%–14.6% 2.6%–26.4% 2.3%–3.8% 0.5%–6.1% 5.7%–6.5% 3.4%–4.6% 2.4%–4.9% 1.7%–5.2% 1.9% 2019 2.2%–25.3% 6.1%–15.3% 2.6%–26.8% 2.2%–3.8% 0.5%–5.3% 6.1%–6.4% 3.4%–4.7% 2.4%–4.6% 1.8%–5.2% n/a (iv) Expenses The group monitors its expense experience and carries out detailed investigations regularly to determine the expenses incurred in writing and administering the different products and classes of business. Adjustments may be made for known future changes in the administration processes, in line with the group’s business plan. An allowance for expense inflation in the future is also made in line with RPI, taking account of both salary and price information. The expense assumptions and expense inflation assumption include an appropriate allowance for prudence. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 187 Balance sheet management continued 20 IFRS sensitivity analysis Economic sensitivity Long-term insurance 100bps increase in interest rates 50bps decrease in interest rates 50bps increase in future inflation expectations Credit spreads widen by 100bps with no change in expected defaults 25% rise in equity markets¹ 25% fall in equity markets¹ 15% rise in property values¹ 15% fall in property values¹ 10bps increase in credit default assumptions 10bps decrease in credit default assumptions¹ Non-economic sensitivity Long-term insurance 1% increase in annuitant mortality 1% decrease in annuitant mortality 5% increase in assurance mortality 10% increase in maintenance expenses Impact on pre-tax group profit net of reinsurance 2020 £m Impact on group equity net of reinsurance 2020 £m Impact on pre-tax group profit net of reinsurance 2019 £m Impact on group equity net of reinsurance 2019 £m 438 (283) (148) (304) 482 (482) 1,111 (1,187) (856) 832 209 (218) (450) (254) 350 (227) (119) (246) 399 (399) 903 (964) (692) 672 176 (183) (356) (205) 257 (188) 53 (220) 512 (513) 1,016 (1,075) (717) 703 195 (201) (385) (210) 130 (109) 43 (273) 446 (446) 838 (886) (580) 569 221 (225) (305) 170 1. Following improvements to the modelling of market risk sensitivities during the current year, a number of 2019 impacts have been restated to be on a basis consistent with the 2020 results. These restatements do not impact any items reported in the Consolidated Income Statement or Consolidated Balance Sheet. The table above shows the impacts on group pre-tax profit and equity, net of reinsurance, under each sensitivity scenario. The current disclosure reflects management’s view of key risks in current economic conditions. In calculating the alternative values, all other assumptions are left unchanged. In practice, items of the group’s experience may be correlated. The sensitivity analyses do not take into account management actions that could be taken to reduce the impacts. The group seeks to actively manage its asset and liability position. A change in market conditions may lead to changes in the asset allocation or charging structure which may have a more, or less, significant impact on the value of the liabilities. The analysis also ignores any second order effects of the assumption change, including the potential impact on the group asset and liability position and any second order tax effects. The sensitivity of the profit to changes in assumptions may not be linear. They should not be extrapolated to changes of a much larger order. The change in interest rate test assumes a 100 basis point increase and a 50 basis point decrease in the gross redemption yield on fixed interest securities together with the same change in the real yields on variable securities. Valuation interest rates are assumed to move in line with market yields, adjusted to allow for prudence calculated in a manner consistent with the base results. The inflation stress adopted is a 0.5% p.a. increase in inflation, resulting in a 0.5% p.a. reduction in real yield and no change to the nominal yield. In addition, the expense inflation rate is increased by 0.5% p.a. In the sensitivity for credit spreads, corporate bond yields have increased by 100bps, gilt and approved security yields remain unchanged, and there has been no adjustment to the default assumptions. All lifetime mortgages are excluded, as their primary exposure is to property risk, and therefore captured under the property stress below. The equity stresses are a 25% rise and 25% fall in listed equity market values. The property stresses adopted are a 15% rise and 15% fall in property market values including lifetime mortgages. Rental income is assumed to be unchanged. Where property is being used to back liabilities, valuation interest rates move with property yields, and so the value of the liabilities will also move. The credit default assumption is set based on the credit rating of individual bonds and their outstanding term using Moody’s global credit default rates. The credit default stress assumes a +/-10bps stress to the current unapproved credit default assumption, which will have an impact on the valuation interest rates used to discount liabilities. Other credit default allowances are unchanged. All lifetime mortgages are excluded, as their primary exposure is to property risk, and therefore captured under the property stress above. 188 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements The annuitant mortality stresses are a 1% increase and 1% decrease in the mortality rates for immediate and deferred annuitants with no change to the mortality improvement rates. The assurance mortality stress is a 5% increase in the mortality and morbidity rates with no change to the mortality and morbidity improvement rates. The maintenance expense stress is a 10% increase in all types of maintenance expenses in future years. 21 Insurance contract liabilities Insurance contracts are contracts which transfer significant insurance risk to the insurer at the inception of the contract. This is the case if, and only if, an insured event could cause an insurer to make significant additional payments in any scenario, other than a scenario which lacks commercial substance. Such contracts remain insurance contracts until all rights and obligations are extinguished or expire. Contracts can be reclassified as insurance contracts after inception if insurance risk becomes significant. Any contracts not considered to be insurance contracts under IFRS are classified as investment contracts. The group historically had a number of insurance and investment contracts containing discretionary participating features (DPF), referred to as participating contracts. These included with-profits contracts in the UK. Following the completion of the sale of the Mature Savings business on 7 September 2020, the group no longer has any obligations related to such participating contracts. Long-term insurance Death claims are accounted for on notification of death. Surrenders for non-linked policies are accounted for when payment is made. Critical illness claims are accounted for when admitted. All other long-term claims and surrenders are accounted for when payment is due. Claims payable include the direct costs of settlement. The change in the insurance liability reflects the reduction in liabilities due to the payment of claims in the year, offset by liabilities arising from new business. The movement also reflects assumption changes relating to variables such as claims expectations, expenses and the unwind of the previous period’s expectations. Under current IFRS requirements, insurance contract liabilities are measured using local Generally Accepted Accounting Principles (GAAP), as permitted by IFRS 4, ‘Insurance Contracts’. UK For non-participating insurance contracts, the liabilities are calculated on the basis of current information using the gross premium valuation method. This brings into account the full premiums receivable under contracts written, having prudent regard to expected lapses and surrenders, estimated renewal and maintenance costs, and contractually guaranteed benefits. For unit linked insurance contract liabilities the provision is based on the fund value together with an allowance for any excess of future expenses over charges where appropriate. Overseas All annuity and term assurance business written by overseas subsidiaries is recognised and measured in line with those written in the UK. All other long-term insurance contract liabilities for business transacted by overseas subsidiaries are determined on the basis of recognised actuarial methods which reflect local supervisory principles. Liability adequacy tests The group performs liability adequacy testing on its insurance liabilities to ensure that the carrying amount of liabilities (less related deferred acquisition costs) is sufficient to cover current estimates of future cash flows. When performing the liability adequacy test, the group discounts all contractual cash flows and compares this amount with the carrying value of the liability. Any deficiency is immediately charged to the Consolidated Income Statement, initially reducing deferred acquisition costs and then by establishing a provision for losses. Reinsurance The group’s insurance subsidiaries cede insurance premiums and risk in the normal course of business in order to limit the potential for losses and to provide financing. Outwards reinsurance premiums are accounted for in the same accounting period as the related premiums for the direct or inwards reinsurance business being reinsured. Reinsurance assets include balances due from reinsurers for paid and unpaid losses and loss adjustment expenses, ceded unearned premiums and ceded future life policy benefits. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. Reinsurance is recorded as an asset in the Consolidated Balance Sheet unless a right of offset exists, in which case the associated liabilities are reduced commensurately. Contracts with reinsurers are assessed to determine whether they contain significant insurance risk. Contracts that do not give rise to significant transfer of insurance risk to the reinsurer are considered to be financial reinsurance and are accounted for and disclosed in a manner consistent with financial instruments. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 189 Balance sheet management continued 21 Insurance contract liabilities continued (i) Analysis of non-participating insurance contract liabilities Non-participating insurance contracts General insurance contracts Total non-participating insurance contract liabilities Less: liabilities of operations classified as held for sale Insurance contract liabilities Note 21(iii) Gross 2020 £m Reinsurance 2020 £m 88,958 (6,936) 71 – 89,029 (6,936) 21(iii) – – 89,029 (6,936) Gross 2019¹ £m Reinsurance 2019¹ £m 78,715 77 78,792 (911) 77,881 (5,970) – (5,970) 26 (5,944) 1. Following the change in accounting policy for LGIA universal life and annuity reserves, the gross non-participating insurance contract liabilities and the related reinsurance asset have been restated. The impact of the restatement is an increase of £564m in gross non-participating insurance contract liabilities and £137m in the reinsurance asset. Further details on the change in accounting policy are provided in Note 1 (iv). (ii) Expected non-participating insurance contract liability cash flows As at 31 December 2020 Non-participating insurance contract liabilities As at 31 December 2019 Non-participating insurance contract liabilities Undiscounted cash flows 0–5 years £m 5–15 years £m 15–25 years £m 16,878 32,311 22,259 Undiscounted cash flows 0–5 years £m 5–15 years £m 16,961 32,216 15–25 years £m 22,524 Over 25 years £m 21,358 Over 25 years £m 21,180 Total £m 92,806 Total £m 92,881 Non-participating insurance contract undiscounted cash flows are based on the expected date of settlement. Amounts under unit linked contracts are generally repayable on demand and the group is responsible for ensuring there is sufficient liquidity within the asset portfolio to enable liabilities to unit linked policyholders to be met as they fall due. However, the terms of funds investing in less liquid assets permit the deferral of redemptions for predefined periods in circumstances where there are not sufficient liquid assets within the fund to meet the level of requested redemptions. Accordingly, unit linked liabilities have been excluded from the table. (iii) Movement in non-participating insurance contract liabilities As at 1 January New liabilities in the year Liabilities discharged in the year Unwinding of discount rates Effect of change in non-economic assumptions Effect of change in economic assumptions Foreign exchange adjustments Modelling and methodology changes Other Change in accounting policy¹ Disposals Total as at 31 December Less: liabilities of operations classified as held for sale As at 31 December Expected to be settled within 12 months (net of reinsurance)² Expected to be settled after 12 months (net of reinsurance)² Gross 2020 £m Reinsurance 2020 £m (5,970) (1,223) 652 (102) 120 (492) 51 8 (3) – 23 (6,936) – (6,936) 78,715 9,316 (4,595) 1,530 (835) 5,975 (231) (49) (31) – (837) 88,958 – 88,958 1,339 80,683 Reinsurance 2019 £m (4,723) (1,638) 319 (125) 529 (228) 24 17 (8) (137) – (5,970) 26 (5,944) Gross 2019 £m 65,301 11,474 (3,640) 1,687 (1,058) 4,906 (225) (322) 28 564 – 78,715 (911) 77,804 2,236 70,509 1. Change in accounting policy represents the cumulative impact of the retrospective change in accounting policy related to LGIA universal life and annuity reserves, described in Note 1 (iv). 2. The expected maturity analysis between within and after 12 months is based on the Total non-participating insurance contract liabilities and reinsurance as at 31 December. 190 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 22 Investment contract liabilities Non-participating investment contract liabilities are measured at fair value. For unit linked liabilities, fair value is determined by reference to the value of the underlying net asset values of the group’s unitised investment funds at the balance sheet date. For non linked liabilities, fair value is based on a discounted cash flow analysis which incorporates an appropriate allowance for credit default risk. As described in Note 21, following the completion of the sale of the Mature Savings business on 7 September 2020, the group no longer has participating contracts on its balance sheet. Claims are not included in the income statement but are deducted from investment contract liabilities. The movement in investment contract liabilities consists of claims incurred in the year less the corresponding elimination of the policyholder liability originally recognised in the balance sheet and the investment return credited to policyholders. (i) Analysis of non-participating investment contract liabilities Total non-participating investment contracts Less: liabilities of operations classified as held for sale1 Non-participating investment contract liabilities Expected to be settled within 12 months (net of reinsurance)2 Expected to be settled after 12 months (net of reinsurance)2 Gross 2020 £m Reinsurance 2020 £m Gross 2019 £m Reinsurance 2019 £m 343,543 – 343,543 44,878 298,662 (3) – (3) 339,271 (18,677) 320,594 48,035 291,087 (149) 146 (3) 1. Liabilities of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. 2. The expected maturity analysis between within and after 12 months is based on the Total non-participating investment contract liabilities. Amounts under unit linked contracts are generally repayable on demand and the group is responsible for ensuring there is sufficient liquidity within the asset portfolio to enable liabilities to unit linked policyholders to be met as they fall due. However, the terms of funds investing in less liquid assets permit the deferral of redemptions for predefined periods in circumstances where there are not sufficient liquid assets within the fund to meet the level of requested redemptions. The presented fair values of the non-participating investment contract liabilities reflect quoted prices in active markets and they have been classified as Level 1 in the fair value hierarchy. (ii) Movement in investment contract liabilities As at 1 January Reserves in respect of new business Amounts paid on surrenders and maturities during the year Investment return and related benefits¹ Management charges Disposals² Total as at 31 December Less: liabilities of operations classified as held for sale² Total as at 31 December Gross 2020 £m Reinsurance 2020 £m Gross 2019 £m Reinsurance 2019 £m 343,845 43,407 (53,407) 30,579 (180) (20,701) 343,543 – 343,543 (149) 316,071 (1) 4 (3) – 146 (3) – (3) 46,975 (67,620) 48,654 (235) – 343,845 (23,251) 320,594 (183) (6) 75 (35) – – (149) 146 (3) 1. Investment return and related benefits is disclosed on a total basis including discontinued operations. In the Consolidated Income Statement, the investment return for discontinued operations is included within ‘Profit after tax from discontinued operations’. 2. Liabilities of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 191 Balance sheet management continued 23 Borrowings Borrowings are recognised initially at fair value, net of transaction costs. Borrowings are subsequently stated at amortised cost. The difference between the net proceeds and the redemption value is recognised in the income statement over the borrowing period using the effective interest rate method. Borrowings comprise core borrowings such as subordinated bond issues and long-term unsecured senior debt and operational borrowings such as commercial paper issuance and bank borrowings under both committed and uncommitted debt facilities, including bank overdrafts. Borrowings secured on specific assets/cash flows are included as non recourse borrowings. (i) Analysis by type Core borrowings Operational borrowings Total borrowings Less: liabilities of operations classified as held for sale1 Borrowings Borrowings excluding unit linked borrowings 2020 £m 4,558 1,045 5,603 – 5,603 Unit linked borrowings 2020 £m – 10 10 – 10 Borrowings excluding unit linked borrowings 2019 £m 4,091 1,042 5,133 (29) 5,104 Unit linked borrowings 2019 £m – 7 7 – 7 Total 2020 £m 4,558 1,055 5,613 – 5,613 Total 2019 £m 4,091 1,049 5,140 (29) 5,111 1. Liabilities of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. £233m of interest expense was incurred during the year (2019: £208m) on borrowings excluding non recourse and unit linked borrowings. The total finance costs incurred in the year were £305m (2019: £269m), which also includes £11m of finance costs on lease liabilities (2019: £13m). (ii) Analysis by nature (a) Core borrowings Subordinated borrowings 10% Sterling subordinated notes 2041 (Tier 2) 5.5% Sterling subordinated notes 2064 (Tier 2) 5.375% Sterling subordinated notes 2045 (Tier 2) 5.25% US Dollar subordinated notes 2047 (Tier 2) 5.55% US Dollar subordinated notes 2052 (Tier 2) 5.125% Sterling subordinated notes 2048 (Tier 2) 3.75% Sterling subordinated notes 2049 (Tier 2) 4.5% Sterling subordinated notes 2050 (Tier 2) Client fund holdings of group debt (Tier 2)¹ Total subordinated borrowings Senior borrowings Sterling medium-term notes 2031–2041 Client fund holdings of group debt1 Total senior borrowings Total core borrowings Carrying amount 2020 £m Coupon rate 2020 % 313 589 604 628 369 400 598 499 (42) 3,958 609 (9) 600 4,558 10.00 5.50 5.38 5.25 5.55 5.13 3.75 4.50 – 5.88 – – – Fair value 2020 £m 329 813 714 703 411 484 662 587 (51) 4,652 926 (12) 914 5,566 Carrying amount 2019 £m Coupon rate 2019 % 312 589 603 648 380 399 598 – (38) 3,491 609 (9) 600 4,091 10.00 5.50 5.38 5.25 5.55 5.13 3.75 – – 5.88 – – – Fair value 2019 £m 353 726 691 704 405 459 613 – (44) 3,907 877 (13) 864 4,771 1. £51m (2019: £47m) of the group’s subordinated and senior borrowings are held by Legal & General customers through unit linked products. These borrowings are shown as a deduction from total core borrowings in the table above. The presented fair values of the group’s core borrowings reflect quoted prices in active markets and they have been classified as Level 1 in the fair value hierarchy. 192 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Subordinated borrowings 10% Sterling subordinated notes 2041 In 2009, Legal & General Group Plc issued £300m of 10% dated subordinated notes. The notes are callable at par on 23 July 2021 and every five years thereafter. If not called, the coupon from 23 July 2021 will be reset to the prevailing five year benchmark gilt yield plus 9.325% p.a. These notes mature on 23 July 2041. 5.5% Sterling subordinated notes 2064 In 2014, Legal & General Group Plc issued £600m of 5.5% dated subordinated notes. The notes are callable at par on 27 June 2044 and every five years thereafter. If not called, the coupon from 27 June 2044 will be reset to the prevailing five year benchmark gilt yield plus 3.17% p.a. These notes mature on 27 June 2064. 5.375% Sterling subordinated notes 2045 In 2015, Legal & General Group Plc issued £600m of 5.375% dated subordinated notes. The notes are callable at par on 27 October 2025 and every five years thereafter. If not called, the coupon from 27 October 2025 will be reset to the prevailing five year benchmark gilt yield plus 4.58% p.a. These notes mature on 27 October 2045. 5.25% US Dollar subordinated notes 2047 On 21 March 2017, Legal & General Group Plc issued $850m of 5.25% dated subordinated notes. The notes are callable at par on 21 March 2027 and every five years thereafter. If not called, the coupon from 21 March 2027 will be reset to the prevailing US Dollar mid-swap rate plus 3.687% p.a. These notes mature on 21 March 2047. 5.55% US Dollar subordinated notes 2052 On 24 April 2017, Legal & General Group Plc issued $500m of 5.55% dated subordinated notes. The notes are callable at par on 24 April 2032 and every five years thereafter. If not called, the coupon from 24 April 2032 will be reset to the prevailing US Dollar mid-swap rate plus 4.19% p.a. These notes mature on 24 April 2052. 5.125% Sterling subordinated notes 2048 On 14 November 2018, Legal & General Group Plc issued £400m of 5.125% dated subordinated notes. The notes are callable at par on 14 November 2028 and every five years thereafter. If not called, the coupon from 14 November 2028 will be reset to the prevailing five year benchmark gilt yield plus 4.65% p.a. These notes mature on 14 November 2048. 3.75% Sterling subordinated notes 2049 On 26 November 2019, Legal & General Group Plc issued £600m of 3.75% dated subordinated notes. The notes are callable at par on 26 November 2029 and every five years thereafter. If not called, the coupon from 26 November 2029 will be reset to the prevailing five year benchmark gilt yield plus 4.05% p.a. These notes mature on 26 November 2049. 4.5% Sterling subordinated notes 2050 On 1 May 2020, Legal & General Group Plc issued £500m of 4.5% dated subordinated notes. The notes are callable at par on 1 November 2030 and every five years thereafter. If not called, the coupon from 1 November 2030 will be reset to the prevailing five year benchmark gilt yield plus 5.25% p.a. These notes mature on 1 November 2050. All of the above subordinated notes are treated as tier 2 own funds for Solvency II purposes. Senior borrowings Between 2000 and 2002 Legal & General Finance Plc issued £600m of senior unsecured Sterling medium-term notes 2031-2041 at coupons between 5.75% and 5.875%. These notes have various maturity dates between 2031 and 2041. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 193 Balance sheet management continued 23 Borrowings continued (ii) Analysis by nature continued (b) Operational borrowings Short-term operational borrowings Euro Commercial Paper Bank loans and overdrafts Non recourse borrowings Consolidated Property Limited Partnerships Later Living portfolio CALA revolving credit facility Class B Surplus Notes Affordable Homes revolving credit facility L&G Homes Limited revolving credit facility Total operational borrowings1 Less: liabilities of operations classified as held for sale2 Operational borrowings Carrying amount 2020 £m Interest rate 2020 % 50 54 – 72 170 639 60 – 1,045 – 1,045 0.78 – – 2.77 2.95 2.45 2.13 – – Fair value 2020 £m 50 54 – 72 170 639 60 – 1,045 – 1,045 Carrying amount 2019 £m Interest rate 2019 % 200 – 58 72 178 489 29 16 1,042 (29) 1,013 0.93 – 2.36 3.47 3.37 4.33 2.66 3.44 2.36 Fair value 2019 £m 200 – 58 72 178 489 29 16 1,042 (29) 1,013 1. Unit linked borrowings with a carrying value of £10m (2019: £7m) are excluded from the analysis above as the risk is retained by policyholders. Operational borrowings including unit linked borrowings are £1,055m (2019: £1,020m). 2. Liabilities of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. Non recourse borrowings • Consolidated Property Limited Partnerships loans had a charge on the assets of the relevant Property Fund. • Loan facilities to Later Living portfolio have a charge on all assets of each individual SPV company. • CALA Group (Holdings) Limited’s revolving credit facility is secured by way of a bond and floating charge, and guarantees and fixed charges granted by CALA Group Limited and its main subsidiaries (CALA 1999 Limited, CALA Limited, and CALA Management Limited). A number of other bonds and floating charges, fixed securities, debentures and share pledges over land and assets have been granted by certain subsidiaries of CALA Group Limited in favour of the lenders. • The Class B Surplus Notes have been issued by a US subsidiary of the group as part of a coinsurance structure for the purpose of US statutory regulations. The notes were issued in exchange for bonds of the same value from an unrelated party, included within financial investments on the group’s Consolidated Balance Sheet. • The revolving credit facility to Affordable Homes is subject to agreed covenants, a breach of which could result in a charge on the land and work in progress of L&G Affordable Homes (Development 2) Limited. • The revolving credit facility to L&G Homes Limited was secured by way of a charge on the land assets of L&G Homes Limited. The carrying value of operational borrowings approximates to their fair value. The presented fair values reflect observable market information and have been classified as Level 2 in the fair value hierarchy with the exception of the Later Living portfolio and Affordable Homes revolving credit facility which have been classified as Level 3. 194 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements (iii) Analysis by maturity As at 31 December 2020 Subordinated borrowings 10% Sterling subordinated notes 2041 (Tier 2) 5.5% Sterling subordinated notes 2064 (Tier 2) 5.375% Sterling subordinated notes 2045 (Tier 2) 5.25% US Dollar subordinated notes 2047 (Tier 2) 5.55% US Dollar subordinated notes 2052 (Tier 2) 5.125% Sterling subordinated notes 2048 (Tier 2) 3.75% Sterling subordinated notes 2049 (Tier 2) 4.5% Sterling subordinated notes 2050 (Tier 2) Senior borrowings Sterling medium-term notes 2031–2041 Client fund holdings of group debt Total core borrowings Short-term operational borrowings Euro Commercial Paper Bank loans and overdrafts Non recourse borrowings Later Living portfolio CALA revolving credit facility Class B Surplus Note Affordable Homes revolving credit facility Total operational borrowings Total borrowings excluding unit linked borrowings¹ Contractual undiscounted interest payments Total contractual undiscounted cash flows Maturity profile of undiscounted cash flows Carrying amount £m Within 1 year £m 1–5 years £m 5–15 years £m 313 589 604 628 369 400 598 499 609 (51) 4,558 50 54 72 170 639 60 1,045 5,603 (13) – (6) (9) (4) (3) (2) (4) (11) – (52) (50) (54) (72) (91) (26) (1) (294) (346) (223) (569) – – – – – – – – – – – – – – (80) (91) (60) (231) (231) (1,414) (1,645) 15–25 years £m (300) – (600) – – – – – – – – – – – – – (590) – (590) (10) – (910) – – – – (186) – (186) (776) (2,489) (3,265) – – – – (338) – (338) (1,248) (1,981) (3,229) Financial statements Over 25 years £m – (600) – (622) (366) (400) (600) (500) – – Total £m (313) (600) (606) (631) (370) (403) (602) (504) (611) – (3,088) (4,640) – – – – – – – (3,088) (885) (3,973) (50) (54) (72) (171) (641) (61) (1,049) (5,689) (6,992) (12,681) 1. Unit linked borrowings are excluded from the analysis above as the risk is retained by policy holders. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 195 Balance sheet management continued 23 Borrowings continued (iii) Analysis by maturity continued As at 31 December 2019 Subordinated borrowings 10% Sterling subordinated notes 2041 (Tier 2) 5.5% Sterling subordinated notes 2064 (Tier 2) 5.375% Sterling subordinated notes 2045 (Tier 2) 5.25% US Subordinated notes 2047 (Tier 2) 5.55% US Subordinated notes 2052 (Tier 2) 5.125% Sterling subordinated notes 2048 (Tier 2) 3.75% Sterling subordinated notes 2049 (Tier 2) Senior borrowings Sterling medium-term notes 2031–2041 Client fund holdings of group debt Total core borrowings Short-term operational borrowings Euro Commercial Paper Non recourse borrowings Consolidated Property Limited Partnerships Later Living portfolio CALA revolving credit facility Class B Surplus Note Affordable Homes revolving credit facility L&G Homes limited revolving credit facility Total operational borrowings Less: borrowings of operations classified as held for sale¹ Operational borrowings Total borrowings excluding unit linked borrowings² Contractual undiscounted interest payments Total contractual undiscounted cash flows Maturity profile of undiscounted cash flows Carrying amount £m Within 1 year £m 1–5 years £m 5–15 years £m 312 589 603 648 380 399 598 609 (47) 4,091 (13) – (6) (9) (4) (3) (2) (11) – (48) 200 (200) – – – – – – – – – – – 58 72 178 489 29 16 1,042 (29) 1,013 5,104 – (37) (180) – – – (417) – (417) (465) (201) (666) (58) (35) – (60) (29) (16) (198) 29 (169) (169) (1,246) (1,415) 15–25 years £m (300) – – – – – – – – – – – – – (590) – (590) (10) – (310) – – – – – – – – (165) (266) – – (165) – (165) (755) (2,315) (3,070) – – (266) – (266) (576) (1,835) (2,411) Over 25 years £m – (600) (600) (641) (377) (400) (600) – – Total £m (313) (600) (606) (650) (381) (403) (602) (611) – (3,218) (4,166) – – – – – – – – – – (3,218) (933) (4,151) (200) (58) (72) (180) (491) (29) (16) (1,046) 29 (1,017) (5,183) (6,530) (11,713) 1. Borrowings of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. 2. Unit linked borrowings are excluded from the analysis above as the risk is retained by policyholders. The maturity profile above is calculated on the basis that a facility to refinance a maturing loan is not recognised unless the facility and loan are related. If refinancing under the group’s credit facilities was recognised, then all amounts shown as repayable within one year would be reclassified as repayable between one and five years. Unit linked borrowings are excluded from the analysis as the risk is retained by the policyholders. Undiscounted interest payments are estimated based on the year end applicable interest rate and spot exchange rates. Syndicated Credit Facility As at 31 December 2020, the group had in place a £1bn syndicated committed revolving credit facility provided by a number of its key relationship banks, maturing in December 2023. No amounts were outstanding at 31 December 2020. 196 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements (iv) Movement in borrowings As at 1 January Cash movements: – Proceeds from borrowings – Repayment of borrowings – Net increase/(decrease) in bank loans and overdrafts Non-cash movements: – Amortisation and other non cash-items – Foreign exchange rate movements – Other¹ Total borrowings as at 31 December Less: liabilities of operations classified as held for sale2 Total borrowings 1. Other primarily reflects the deconsolidation of funds as a result of the sale of Mature Savings. 2. Liabilities of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. Financial statements 2020 £m 5,140 1,022 (501) 64 2 (56) (58) 5,613 – 5,613 2019 £m 4,976 1,309 (958) (137) 15 (59) (6) 5,140 (29) 5,111 Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 197 Balance sheet management continued 24 Provisions Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. Where the group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The group recognises a provision for onerous contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract. The group operates a number of defined benefit and defined contribution pension schemes in the UK and overseas. The assets of all UK defined benefit schemes are held in separate trustee administered funds which are subject to regular actuarial valuations every three years, updated by formal reviews at reporting dates. The actuarial assumptions used in the triennial valuation would normally be consistent or more prudent than those used for the purposes of IAS 19, ‘Employee Benefits’ reporting. The liability recognised in the Consolidated Balance Sheet in respect of the defined benefit pension schemes is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, provided any surplus in the Fund and Scheme is not restricted. Plan assets exclude the insurance contracts issued by the group. The defined benefit obligation is calculated actuarially each year using the projected unit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows. The discount rate is based on market yields of high quality corporate bonds which are denominated in the currency in which the benefits will be paid, and that have terms to maturity which approximate to those of the related pension liability. The group pays contractual contributions in respect of defined contribution schemes. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expenses when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. (i) Analysis of provisions Retirement benefit obligations Other provisions Total provisions Less: liabilities of operations classified as held for sale1 Provisions 1. Liabilities of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. (ii) Retirement benefit obligations Defined contribution schemes The group operates the following principal defined contribution pension schemes in the UK and overseas: • Legal & General Group Personal Pension Plan (UK). • Legal & General Staff Stakeholder Pension Scheme (UK). • Legal & General America Inc. Savings Plan (US). • CALA defined contribution pension scheme. Contributions of £75m (2019: £65m) were made during the year in respect of defined contribution schemes. Defined benefit schemes The group operates the following defined benefit pension schemes in the UK and overseas: 2020 £m 1,165 123 1,288 – 1,288 2019 £m 1,107 114 1,221 (1) 1,220 • Legal & General Group UK Pension and Assurance Fund (the Fund). The Fund was closed to new members from January 1995; the latest triennial valuation at 31 December 2018 was completed on 1 July 2020. • Legal & General Group UK Senior Pension Scheme (the Scheme). The Scheme was, with a few exceptions (principally transfers from the Fund), closed to new members from August 2000 and finally closed to new members from April 2007; the latest triennial valuation at 31 December 2018 was completed on 1 July 2020. • Legal & General America Inc. Cash Balance Plan (US); the last full actuarial valuation was as at 31 December 2018. • CALA Retirement and Death Benefits Scheme (UK). This scheme closed to new members from 31 December 2007 and closed to future accrual on 31 December 2018; the last triennial actuarial valuation was as at 6 April 2018. The UK defined benefit schemes operate within the UK pensions’ regulatory framework. Certain of the following disclosures have only been presented in relation to the Fund and the Scheme, as they represent the most significant defined benefit scheme obligations. 198 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements The UK Fund and Scheme were closed to future accrual on 31 December 2015. As part of this arrangement, payments to the Fund and Scheme in respect of future accruals ceased from this date and were replaced with a company contribution payment of between 5% and 15% into a defined contribution arrangement. In addition, as part of the closure, the company will contribute an additional £3m per annum until 31 December 2024 towards the deficit. The assets of all UK defined benefit schemes are held in separate trustee administered funds to meet long-term pension obligations to past and present employees. Trustees are appointed to the schemes and have a responsibility to act in the best interest of the scheme beneficiaries. The trustees’ long-term objectives are to minimise the risk that there are insufficient assets to meet the liabilities of the scheme over the longer-term, control the ongoing operational costs of the schemes and to maximise investment returns for the beneficiaries within an acceptable level of risk. The total number of members of the Fund and Scheme was: Employed deferreds Deferreds Pensioners Total 2020 93 2,960 3,723 6,776 2019 140 3,113 3,669 6,922 The group works closely with the trustees to develop an investment strategy for each UK scheme in order to meet the long-term objectives of the trustees as noted above. Each UK scheme has a Statement of Investment Principles which governs the mix of assets and limits for each class of asset. As noted below, the asset mix of the Fund is primarily split between investment funds including Liability Driven Investment (LDI) funds and unit trusts, and equities. The main intention of the use of LDI is to hedge movements in the liabilities due to changes in interest rate and inflation expectations. Certain parts of the liabilities of the Fund and the Scheme are secured by way of annuities purchased from the group. These annuities are not recognised as an asset for IAS 19 purposes, but at 31 December 2020 the value of these annuities, on an IAS 19 basis, was £1,051m (2019: £944m). Additionally, on 8 December 2020, the Scheme purchased an Assured Payment Policy (‘APP’) from the group to match the majority of the future expected cash flows of uninsured members of the Scheme. The APP is recognised as an asset for IAS 19 purposes. The value of the APP is included in the table summarising the plan assets. On a gilts flat discount rate measure, including hedging from annuities, the Fund currently aims to hedge around 90% of the impact of changes in interest rate (gilt yields) and inflation expectations on its total liabilities. Similarly, on a gilts flat measure, including hedging from annuities and the APP, the Scheme currently aims to hedge around 90% of the impact of changes in interest rate and inflation expectations on its total liabilities. The Fund and Scheme expose the group to a number of risks: Risk Detail Uncertainty in benefit payments The value of the group’s liabilities for post-retirement benefits will ultimately depend on the amount of benefits paid out. This in turn will primarily depend on the level of inflation and how long individuals live. Volatility in asset values The group is exposed to future movements in the values of assets held in the Fund and Scheme to meet future benefit payments. Uncertainty in cash funding Movements in the values of the obligations or assets may result in the group being required to provide higher levels of cash funding, although changes in the level of cash required can often be spread over a number of years. In addition, the group is also exposed to adverse changes in pension regulation. These risks are managed within the risk appetite of the Fund and Scheme. The sensitivity of the net obligations to changes in any of the variables are monitored and action is taken if any risk moves outside of the appetite. Annuities are purchased to mitigate risks for certain parts of the pension liabilities which passes the risks from the Fund and Scheme onto the group. Full actuarial valuations are carried out for the Fund and Scheme every three years, updated by formal reviews at each anniversary date between. The actuarial assumptions used in the triennial valuation would normally be more prudent than those used for the purposes of IAS 19 reporting. The latest triennial valuation at 31 December 2018 was completed on 1 July 2020. Where the Fund or Scheme are in deficit following the triennial valuations, the group and the trustee agree a deficit recovery plan. Both the Fund and Scheme have formal deficit recovery plans which aim to make good the deficits over a certain period of time. The triennial valuation at 31 December 2018 showed a total funding deficit for both the Fund and Scheme of £541m. As a result of this, a recovery plan was agreed of £77m per annum from 1 January 2019 to 30 June 2020, £98m per annum from 1 July 2020 to 31 December 2024 and a one-off catch-up payment of £33m by 31 July 2020. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 199 Balance sheet management continued 24 Provisions continued (ii) Retirement benefit obligations continued Defined benefit schemes continued The Fund and the Scheme liabilities have an average duration of 19.0 years (2019: 18.5 years) and 18.4 years (2019: 18.0 years) respectively. The expected undiscounted benefits payments to members of the Fund and Scheme, including pensions in payment secured by annuities purchased from the group, are shown in the unaudited chart below: Undiscounted benefit payments Projected benefit payments (£m) 120 100 80 60 40 20 0 2020 2030 2040 2050 2060 2070 2080 Annuity payments Pensioner cash flows Employed Deferred and Deferred member cash flows The benefits paid from the defined benefit schemes are based on percentages of the employees’ final pensionable salary for each year of credited service. The group has no liability for retirement benefits other than for pensions. The Fund and Scheme account for all of the UK and over 90% of worldwide assets of the group’s defined benefit schemes. The principal actuarial assumptions for the Fund and Scheme were: Rate used to discount liabilities Rate of increase in pensions in payment (pre-2006 service) Rate of increase in deferred pensions (pre-2006 service) Rate of general inflation (RPI) Post retirement mortality Fund and Scheme 2020 % 1.25 3.59 3.63 2.97 Fund and Scheme 2019 % 2.08 3.61 3.67 3.02 2020: 75% / 85% (Male/Female) (Fund) and 70% / 80% (Male/Female) (Scheme) of PCMA/PCFA 00 with improvement at CMI 2018 base date 2015, with initial improvement factor A = 0.14% / 0.19% (Male/Female) (Fund) and 0.17% / 0.26% (Male/Female), smoothing factor Sk = 7.5, long-term rates 1.5% p.a. males and 1.0% p.a. females; and tapering linearly down to nil between ages 90 and 120. 2019: 75% / 85% (Male/Female) (Fund) and 70% / 80% (Male/Female) (Scheme) of PCMA/PCFA 00 with improvement at CMI 2017 base date 2015 with initial improvement factor A = 0.14% / 0.19% (Male/Female) (Fund) and 0.17% / 0.26% (Male/Female), smoothing factor Sk = 7.5, long-term rates 1.5% p.a. males and 1.0% p.a. females, and tapering linearly down to nil between ages 90 and 120. This equates to average life expectancy as follows: Normal retirement age Male life expectancy at retirement age Female life expectancy at retirement age Male life expectancy at 20 years younger than retirement age Female life expectancy at 20 years younger than retirement age Fund and Scheme 2020 years Fund and Scheme 2019 years 60.0 87.5 88.8 89.6 90.1 60.0 87.7 89.0 89.8 90.4 200 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Fund and Scheme 2020 £m CALA Homes and Overseas 2020 £m Fund and Scheme 2019 £m CALA Homes and Overseas 2019 £m (2,375) (135) (2,183) (120) (2) – (48) (350) 24 8 128 – (3) – (4) (17) – (2) 6 2 (3) 16 (61) (283) 19 (3) 123 – (2) – (4) (17) 1 (2) 7 2 (2,615) (153) (2,375) (135) 1,292 111 1,092 27 159 127 (128) – 1,477 (1,138) (1,138) 1,051 (87) 17 (70) 2 10 10 (6) (1) 126 (27) (27) – (27) 5 (22) 31 213 79 (123) – 1,292 (1,083) (1,083) 944 (139) 24 (115) 99 3 10 7 (7) (1) 111 (24) (24) – (24) 4 (20) Movement in present value of defined benefit obligations As at 1 January Current service cost Past service credit Interest expense Actuarial remeasurement (recognised in Consolidated Statement of Comprehensive Income) – Change in financial assumptions – Change in demographic assumptions – Experience Benefits paid Exchange differences As at 31 December Movement in fair value of plan assets As at 1 January Expected return on plan assets at liability discount rate Actuarial remeasurement (recognised in Consolidated Statement of Comprehensive Income) Employer contributions Benefits paid Exchange differences As at 31 December Gross pension obligations Gross pension obligations included in provisions Annuity obligations insured by LGAS Gross defined benefit pension deficit Deferred tax on defined benefit pension deficit Net defined benefit pension deficit During 2020 annuities were purchased from the group. A premium of £50m (2019: £78m) was paid from the assets of the Fund and the Scheme to purchase these annuities. These annuities are not recognised as an asset for IAS 19 purposes and so the actuarial remeasurement recognised in the Consolidated Statement of Comprehensive Income includes allowance for this premium payment as well as annuity receipts over 2020 of £53m (2019: £55m). The effect on the defined benefit obligation of the Fund and Scheme of assuming reasonable alternative assumptions in isolation is shown below (net of annuities and APP). Opposite sensitivities are broadly symmetrical, but larger sensitivities are not necessarily broadly proportionate due to, for example, the existence of maxima and minima for inflation linked benefits. These sensitivities have been calculated to show the movement in the defined benefit obligation in isolation, and assuming no other changes in market conditions at the accounting date. This is unlikely in practice – for example, a change in discount rate is unlikely to occur without any movement in the value of the assets held by the Fund and Scheme. 1 year increase in longevity 0.1% decrease in the rate used to discount liabilities 0.1% increase in the rate of general inflation (RPI) 2020 £m (92) (27) (14) 2019 £m (78) (32) (16) Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 201 Balance sheet management continued 24 Provisions continued (ii) Retirement benefit obligations continued The historic funding and experience adjustments are as follows: Present value of defined benefit obligations Fair value of plan assets Gross pension obligations included in provisions Experience adjustments on plan liabilities Experience adjustments on plan assets The fair value of the plan assets at the end of the year is made up as follows: As at 31 December 2020 Equities Bonds Investment funds Properties Assured Payment Policy¹ Cash and cash equivalents Fair value of plan assets 2020 £m (2,768) 1,603 (1,165) 6 169 2019 £m (2,510) 1,403 (1,107) (5) 223 2018 £m (2,303) 1,191 (1,112) 7 (111) 2017 £m (2,575) 1,309 (1,266) 22 4 2016 £m (2,660) 1,421 (1,239) 76 240 Valuation based on quoted market price Valuation based on other than quoted market price Fund and Scheme £m CALA Homes and Overseas £m Fund and Scheme £m CALA Homes and Overseas £m 22 – 1,029 – – 30 1,081 27 12 72 3 – 12 126 – – – – 396 – 396 – – – – – – – 1. During the year, the Scheme completed an Assured Payment Policy (APP) transaction with Legal and General Assurance Society Limited (LGAS), a group company, resulting in a premium paid by the Scheme of £397m. The plan asset recognised is transferable and therefore has not been subject to consolidation within the group’s financial statements. As at 31 December 2019 Equities Bonds Investment funds Properties Cash and cash equivalents Fair value of plan assets Valuation based on quoted market price Valuation based on other than quoted market price Fund and Scheme £m CALA Homes and Overseas £m Fund and Scheme £m CALA Homes and Overseas £m 131 – 1,100 – 8 1,239 25 9 64 3 10 111 – – – 53 – 53 – – – – – – The bond assets are all AAA rated as at 31 December 2020 (31 December 2019: AAA rated). Employer contributions of £137m (2019: £86m) have been made during 2020. Employer contributions of £109m are expected to be paid to the plan during 2021. The following amounts have been charged to the income statement: Current service costs Past service credit Net interest expense Total amounts included in other expenses Fund and Scheme 2020 £m CALA Homes and Overseas 2020 £m Fund and Scheme 2019 £m CALA Homes and Overseas 2019 £m 2 – 21 23 3 – 2 5 3 (16) 30 17 2 – 1 3 202 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 25 Payables and other financial liabilities Derivative liabilities and repurchase agreements are measured at fair value, with changes in fair value recognised in profit or loss. The fair value of derivative liabilities is derived using broker quotes or models such as option pricing models, simulation models or a combination of models. The inputs for these models include a range of factors which are deemed to be observable, including current market and contractual prices for underlying instruments, period to maturity, correlations, yield curves and volatility of the underlying instruments. Repurchase agreements are valued based on the discounted cash flows expected to be paid, using an observable market interest rate, in line with the value of the underlying security. Collateral repayable on short position reverse repurchase agreements and other financial liabilities balances, including FX spots, broker and other payables, are measured at amortised cost. The carrying value of these liabilities approximates their fair value. Trail commission represents a liability for the present value of future commission costs on distribution agreements with intermediaries, recognised in the balance sheet on inception of the contract. At each subsequent reporting date the liability is remeasured, with changes reflected in profit or loss. Derivative liabilities Repurchase agreements1 Other financial liabilities2 Total payables and other financial liabilities Less: payables and other liabilities of operations classified as held for sale3 Payables and other financial liabilities Due within 12 months4 Due after 12 months4 2020 £m 23,208 53,853 14,881 91,942 – 91,942 65,316 26,626 2019 £m 13,113 56,884 14,476 84,473 (434) 84,039 64,689 19,784 1. 2. The repurchase agreements are presented gross, however they and their related assets (included within debt securities) are subject to master netting arrangements. The vast majority of the repurchase agreements are unit linked. Other financial liabilities includes trail commission, lease liabilities, FX spots and the value of short positions taken out to cover reverse repurchase agreements. The value of the short positions at 31 December 2020 was £5,147m (2019: £7,673m). 3. Liabilities of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. 4. The maturity analysis of the liabilities between less and more than 12 months is based on the Total payables and other financial liabilities. Fair value hierarchy As at 31 December 2020 Derivative liabilities Repurchase agreements Other financial liabilities Total payables and other financial liabilities As at 31 December 2019 Derivative liabilities Repurchase agreements Other financial liabilities Total payables and other financial liabilities Total £m 23,208 53,853 14,881 91,942 Total £m 13,113 56,884 14,476 84,473 Level 1 £m 300 – 5,222 5,522 Level 1 £m 283 – 7,822 8,105 Level 2 £m 22,826 53,853 29 76,708 Level 2 £m 12,828 56,884 9 69,721 Level 3 £m Amortised cost¹ £m 82 – 11 93 Level 3 £m 2 – 139 141 – – 9,619 9,619 Amortised cost¹ £m – – 6,506 6,506 1. The carrying value of payables and other financial liabilities at amortised cost approximates its fair value. Trail commission (included within Other financial liabilities) is modelled using expected cash flows, incorporating expected future persistency. It has therefore been classified as a Level 3 liability. A reasonably possible alternative persistency assumption would have the effect of increasing the trail commission liability by £4m (2019: £4m). Significant transfers between levels There have been no significant transfers of liabilities between Levels 1, 2 and 3 for the year ended 31 December 2020 (2019: no significant transfers). Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 203 Balance sheet management continued 26 Leases The group leases offices, vehicles, IT equipment and investment properties under non-cancellable operating lease agreements. The group has elected to make use of the recognition exemptions as permitted by the standard in respect of short-term leases (lease contracts with a term of 12 months or less), and lease contracts for which the underlying asset is of low value. Such leases are not recognised on the Consolidated Balance Sheet but the group recognises the associated lease payments as an expense over the lease term. As a lessee, the group recognises leases on the balance sheet as ‘right-of-use’ assets and lease liabilities. The right-of-use assets are either classified as property, plant and equipment or investment property. The right-of-use assets’ value is initially recognised as the calculated value of the lease liabilities, initial direct costs and incentives received. The right-of-use assets are subsequently accounted for in accordance with the cost model in IAS 16, ‘Property, Plant and Equipment’ or as investment property under IAS 40, ‘Investment Property’. The group also assesses right-of-use assets classified as property, plant and equipment for impairment when such indicators exist. The initial measurement of the lease liabilities is made up of the present value of lease payments to be made over the lease term, including fixed lease payments and excluding lease incentive receivables. The group uses the incremental borrowing rate as a discount rate for calculating the lease liabilities. The lease liabilities are unwound over the term of the lease giving rise to an interest expense. Additionally, the liabilities are reduced when lease payments are made. The group reassesses the carrying amount of lease liabilities and right-of-use assets if certain events occur that modify the original assumptions used to calculate the lease balances upon initial recognition. Extension and termination options are included in various leases across the group. These are generally used to maximise operational flexibility in terms of managing the assets used in the group’s operations. The majority of extension and termination options held are exercisable only by the group and not by the respective lessor. The table below describes the nature of the group’s leasing activities by type of right-of-use asset recognised on balance sheet within property, plant and equipment:¹ Carrying amount As at 1 January Additions Depreciation for the period Disposals2 Decrease due to currency translation As at 31 December Office buildings 2020 £m 189 7 (27) – (2) 167 IT 2020 £m Vehicles 2020 £m 46 1 (12) – – 35 3 1 (1) – – 3 Total 2020 £m 238 9 (40) – (2) 205 Office buildings 2019 £m 214 4 (22) (5) (2) 189 IT 2019 £m Vehicles 2019 £m 58 – (12) – – 46 5 – (2) – – 3 Total 2019 £m 277 4 (36) (5) (2) 238 1. Excludes investment property right-of-use assets, which are presented as part of the Investment property disclosure in Note 11. 2. The disposal relates to the sale of the General Insurance business to Allianz, which completed on 31 December 2019. 204 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements The maturity profile of lease liabilities is presented in the table below. Lease liabilities are included within Payables and other financial liabilities (see Note 25)¹. As at 31 December Within 1 year 1–2 years 2–3 years 3–4 years 4–5 years After 5 years Total lease liabilities Undiscounted lease payments 2020 £m 44 43 34 31 26 203 381 Unpaid finance charge 2020 £m (10) (8) (7) (6) (5) (110) (146) Present value 2020 £m Undiscounted lease payments 2019 £m 34 35 27 25 21 93 235 46 45 43 33 31 321 519 Unpaid finance charge 2019 £m (11) (10) (9) (7) (6) (200) (243) Present value 2019 £m 35 35 34 26 25 121 276 1. Includes investment property lease liability. Interest expense of £11m (2019: £13m) on lease liabilities is included in finance costs. The remaining terms on the group’s leases range from 1 to 237 years (2019: 2 to 238 years), with approximately 36% of the leases (2019: 25%) having extension options and 70% of these leases (2019: 76%) having termination options. Extension and termination options are included in various leases across the group and are used to maximise operational flexibility in terms of managing the assets used in the group’s operations. The majority of extension and termination options held are exercisable only by the group and not by the respective lessor. At 31 December 2020 the group had committed to no additional leases which had not yet commenced (2019: £102m). Income from sub-leasing right-of-use assets is presented within Investment return (see Note 31). 27 Management of capital resources Solvency II The group is required to measure and monitor its capital resources on a regulatory basis and to comply with the minimum capital requirements of regulators in each territory in which it operates. At a group level, Legal & General had to comply with the requirements established by the Solvency II Framework Directive, as adopted by the Prudential Regulation Authority (PRA). The group calculates its Solvency II capital requirements using a Partial Internal Model. The vast majority of the risk to which the group is exposed is assessed on the Partial Internal Model basis approved by the PRA. Capital requirements for a few smaller entities are assessed using the Standard Formula basis on materiality grounds. The group’s US insurance businesses are valued on a local statutory basis following the PRA’s approval to use the Deduction and Aggregation method of including these businesses in the group solvency calculation. The table below shows the ‘shareholder view’ of the group Own Funds, Solvency Capital Requirement (SCR) and Surplus Own Funds, based on the Partial Internal Model, Matching Adjustment and Transitional Measures on Technical Provisions (TMTP) (recalculated as at 31 December 2020 as agreed with the PRA). The TMTP incorporates estimated impacts of end December 2020 economic conditions and changes during 2020 to the Internal Model and Matching Adjustment. This is in line with group’s management of the capital position on a dynamic TMTP basis. The Solvency II results are estimated and unaudited. As at 31 December 2020, and on the above basis, the group had a surplus of £7.4bn (2019: £7.3bn) over its Solvency Capital Requirement, corresponding to a Solvency II capital coverage ratio on a ‘shareholder view’ basis of 177% (2019: 184%). The shareholder view of the Solvency II capital position is as follows: Unrestricted tier 1 Own Funds Restricted tier 1 Own Funds¹ Tier 2 Subordinated liabilities² Eligibility restrictions Solvency II Own Funds³ Solvency Capital Requirement Solvency II surplus SCR coverage ratio4 1. Restricted tier 1 Own Funds represent Perpetual Restricted tier 1 Contingent Convertible Notes issued during the year. 2. Tier 2 subordinated liabilities include new debt issue of £0.5bn during the year. 3. Solvency II Own Funds allow for a Risk Margin of £6.1bn (2019: £5.9bn) and TMTP of £5.6bn (2019: £5.7bn). 4. SCR Coverage ratio is based on unrounded inputs. 2020 £bn 12.3 0.5 4.5 (0.2) 17.1 (9.7) 7.4 2019 £bn 12.4 – 3.9 (0.2) 16.1 (8.8) 7.3 177% 184% Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 205 Balance sheet management continued 27 Management of capital resources continued Solvency II continued The ‘shareholder view’ basis excludes the contribution that the final salary pension schemes would normally make to the group position. This is reflected by reducing the group’s Own Funds and the group’s SCR by the amount of the SCR for the final salary pension schemes. On a ‘proforma basis’, which includes the contribution of the With-profits fund (2019 only) and the final salary pension schemes, the coverage ratio at 31 December 2020 is 175% (31 December 2019: 179%). On 6 December 2017, the group announced the sale of its Mature Savings business to ReAssure Limited. ReAssure Limited assumed the economic exposure of the business from 1 January 2018 via a risk transfer agreement. The formal transfer of the business completed on 7 September 2020. The transfer was effected by way of a Part VII transfer under the Financial Services and Markets Act 2000. A reconciliation of the group’s IFRS shareholders’ equity to Solvency II Own Funds is given below: IFRS equity Remove DAC, goodwill and other intangible assets and associated liabilities Add IFRS carrying value of subordinated borrowings1 Insurance contract valuation differences2 Difference in value of net deferred tax liabilities SCR for with-profits fund and final salary pension schemes Eligibility restrictions3 Solvency II Own Funds 2020 £bn 10.0 (0.4) 4.0 4.5 (0.6) (0.2) (0.2) 17.1 20194 £bn 9.1 (0.5) 3.5 5.6 (0.6) (0.8) (0.2) 16.1 1. Treated as available capital on the Solvency II balance sheet as the liabilities are subordinate to policyholder claims. 2. Differences in the measurement of technical provisions between IFRS and Solvency II. 3. Relating to the Own Funds of non-insurance regulated entities that are subject to local regulatory rules. 4. Following the change in accounting policy for LGIA universal life and annuities IFRS reserves, the 2019 reconciliation has been restated. Further details on the change in accounting policy are provided in Note 1 (iv). Capital management policies and objectives The group aims to manage its capital resources to maintain financial strength, policyholder security and relative external ratings advantage. The group also seeks to maximise its financial flexibility by maintaining strong liquidity and by utilising a range of alternative sources of capital including equity, senior debt, subordinated debt and reinsurance. Capital measures The group measures its capital on a number of different bases, including those which comply with the regulatory frameworks within which the group operates and those which the directors consider most appropriate for managing the business. The measures used by the group include: Accounting and Economic bases Management use financial information prepared on both an IFRS and Economic Capital basis to manage capital and cash flow usage and to determine dividend paying capacity. The group maintains a risk-based capital model that is used to calculate the group’s Economic Capital position and support the management of risk within the group. This modelling framework, suitably adjusted for regulatory constraints, also meets the needs of the Solvency II regime. Our Economic Capital model has not been reviewed by the Prudential Regulatory Authority (PRA), nor will it be. Regulatory bases The financial strength of the group’s insurance subsidiaries is measured under various local regulatory requirements (see below). 206 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Basis of regulatory capital and corresponding regulatory capital requirements In each country in which the group operates, the local insurance regulator specifies rules and guidance for the minimum amount and type of capital which must be held by insurance subsidiaries in excess of their insurance liabilities. The minimum capital requirements have been maintained at all times throughout the year. This helps to ensure that payments to policyholders can be made as they fall due. The required capital is calculated by either assessing the additional assets which would be required to meet the insurance company’s liabilities in specified, stressed financial conditions, or by applying fixed percentages to the insurance company’s liabilities and risk exposures. The requirements in the different jurisdictions in which the group operates are detailed below: Group regulatory basis The group is required to comply with the Solvency II capital requirements calculated using the group’s Partial Internal Model. The vast majority of the risk to which the group is exposed is assessed on the Internal Model basis approved by the PRA. The group capital requirements for a handful of smaller entities are assessed using the Standard Formula basis on materiality grounds. The group’s capital requirements in respect of its US insurance businesses are valued on a local statutory basis, following PRA approval of the group’s application to use the Deduction and Aggregation method of including these businesses in the group solvency calculation. UK regulatory basis At the balance sheet date, required capital for the life business was based on the Solvency II Framework Directive, as adopted by the PRA. All material EEA insurance firms, including Legal and General Assurance Society Limited, and Legal and General Assurance (Pensions Management) Limited (LGIM’s insurance subsidiary) are required to hold eligible own funds in excess of their Solvency Capital Requirement, calculated on an Internal Model basis. These firms, as well as the non-EEA insurance firm (Legal & General Reinsurance Company Limited (LGRe) based in Bermuda), contribute over 93% of the group’s SCR. US regulatory basis Required capital is determined to be the Company Action Level Risk Based Capital (RBC) based on the National Association of Insurance Commissioners RBC model. RBC is a method of measuring the minimum amount of capital appropriate for an insurance company to support its overall business operations, taking into account its size and risk profile. The calculation is based on applying factors to various asset, premium, claims, expense and reserve items, with higher factors used for those items with greater underlying risk and lower factors for less risky items. Bermudan regulatory basis Bermudan regulated insurers are required to hold sufficient capital to meet 120% of the Bermudan Solvency Capital Requirement (BSCR). The BSCR model follows a standard formula framework; capital attributed to each risk is calculated by applying specified stresses to the assets and liabilities. The individual risk elements (excluding operational risk) are combined using a covariance matrix and then added to an operational risk charge. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 207 Balance sheet management continued 28 Disposals Mature Savings division On 6 December 2017 the group announced the sale of its Mature Savings business to ReAssure Limited (‘ReAssure’) for £650m. While the Part VII transfer became effective on 7 September 2020, the economic effective date of completion and the date on which the assets and liabilities of the Mature Savings business, previously classified as held for sale, were fully derecognised was 31 August 2020. The group recognised a pre-tax gain on disposal of £289m which has been included in profit from discontinued operations in the Consolidated Income Statement for the year ended 31 December 2020¹. (i) Profit on the sale of the Mature Savings business Consideration received Less: Unwind of expected underlying profits before disposal² Less: Final settlement³ Less: Transaction and separation costs Net proceeds from sale Carrying value of net assets disposed Profit on the sale of the Mature Savings business before tax¹ 2020 £m 650 (106) (55) (63) 426 137 289 1. 2. As set out in Note 32, the group’s total tax expense in the Consolidated Income Statement includes income tax borne by both policyholders and shareholders. This is apportioned between that attributable to policyholders’ returns and equity holders’ profits. Under this methodology, the profit on disposal before tax attributable to equity holders’ is £335m, as disclosed in Note 29. From 1 January 2018 up until the completion of the transaction, the group recognised the unwind of expected profits from the Mature Savings business through the Consolidated Income Statement, totalling £106m since that time. This effectively reduces the amount of consideration attributable to the final profit on sale by an equivalent amount. 3. The final settlement is an amount payable from the group to ReAssure, reflecting the residual net position of assets and liabilities transferred at the date of the Part VII. (ii) Carrying value of net assets disposed Deferred acquisition costs Investment property Financial investments Reinsurers' share of contract liabilities Income tax recoverable Cash and cash equivalents Other assets Total assets Participating insurance contracts Participating investment contracts Unallocated divisible surplus Present value of future profits Non-participating insurance contacts Non-participating investment contracts Provisions Deferred tax liabilities Payables and other financial liabilities Other liabilities Total liabilities Carrying value of net assets disposed 2020 £m 438 926 25,092 550 101 248 117 27,472 (4,297) (4,352) (655) 42 (837) (16,804) (1) (17) (253) (161) (27,335) 137 208 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 29 Discontinued operations The group classifies as discontinued operations components which have been disposed of or are classified as held for sale, and which either represent a separate major line of business or geographical area, are part of a plan to dispose of one, or are a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are shown on the face of the Consolidated Income Statement, separately from the results of the other parts of the group’s business. The results of the Mature Savings business have been classified as discontinued operations. 2019 also includes the results of the General Insurance business, the sale of which completed on 31 December 2019. (i) Financial performance of discontinued operations Revenue¹ Expenses² Profit on disposal Profit before tax Tax credit/(expense) Profit after tax from discontinued operations Total comprehensive income from discontinued operations 1. Revenue includes investment return. 2. Expenses include change in insurance and investment contract liabilities. This is represented as: Profit before tax Tax expense attributable to policyholder returns Profit before tax attributable to equity holders Tax expense attributable to equity holders Profit after tax from discontinued operations Profit before tax attributable to equity holders reported in Note 2(i) as: Operating profit# from discontinued operations Investment and other variances¹ Profit before tax attributable to equity holders 2020 £m (855) 782 289 216 74 290 290 2020 £m 216 142 358 (68) 290 2020 £m 34 324 358 2019 £m 4,225 (3,973) – 252 (229) 23 23 2019 £m 252 (224) 28 (5) 23 2019 £m 11 17 28 1. Investment and other variances in 2020 includes the profit on disposal attributable to equity holders of the Mature Savings business of £335m. (2019 includes the profit on disposal of the General Insurance business of £2m.) (ii) Cash flow information of discontinued operations Net cash inflow/(outflow) from operating activities Net cash inflow/(outflow) from investing activities Net cash inflow/(outflow) from financing activities Net increase/(decrease) in cash generated by discontinued operations 2020 £m 9 – – 9 2019 £m 35 – – 35 # Operating profit represents ‘Group adjusted operating profit’, an alternative performance measure defined in the glossary. Balance sheet management Legal & General Group Plc Annual Report and Accounts 2020 209 Additional financial information 30 Segmental analysis The group provides a segmental analysis to enhance the understanding of the financial statements. Under the requirements of IFRS 8, ‘Operating segments’, operating and reportable segments are presented in a manner consistent with the internal reporting provided to the chief operating decision maker, which has been identified as the board of Legal & General Group Plc. Reportable segments The group has four reportable segments that are continuing operations, comprising LGR, LGIM, LGC and LGI, as set out in Note 2. Group central expenses and debt costs are reported separately. Transactions between reportable segments are on normal commercial terms, and are included within the reported segments. Continuing operations exclude the results of the Mature Savings and the General Insurance divisions (General Insurance is in respect of 2019 only), which have been classified as discontinued following the group’s announcement to sell these businesses to ReAssure Limited and Allianz respectively. The sale of the Mature Savings business completed on 7 September 2020, whilst that of the General Insurance business completed on 31 December 2019. Reporting of assets and liabilities by reportable segment has not been included, as this is not information that is provided to key decision makers on a regular basis. The group’s assets and liabilities are managed on a legal entity rather than reportable segment basis, in line with regulatory requirements. Financial information on the reportable segments is further broken down where relevant in order to better explain the drivers of the group’s results. (a) Profit/(loss) for the year For the year ended 31 December 2020 Operating profit/(loss)# Investment and other variances Losses attributable to non-controlling interests Profit/(loss) before tax attributable to equity holders Tax (expense)/credit attributable to equity holders Profit/(loss) for the year For the year ended 31 December 2019 Operating profit/(loss)# Investment and other variances Losses attributable to non-controlling interests Profit/(loss) before tax attributable to equity holders Tax (expense)/credit attributable to equity holders Profit/(loss) for the year LGR £m 1,731 19 – 1,750 (230) 1,520 LGR £m 1,569 43 – 1,612 (234) 1,378 LGIM £m 404 (3) – 401 (63) 338 LGIM² £m 394 (9) – 385 (75) 310 LGC £m 275 (299) – (24) (8) (32) LGC £m 363 91 – 454 (75) 379 Group expenses and debt costs¹ £m Total continuing operations £m (415) 24 (36) (427) 94 (333) 2,184 (718) (36) 1,430 (149) 1,281 Group expenses and debt costs £m Total continuing operations £m (365) (58) (24) (447) 75 (372) 2,275 (167) (24) 2,084 (297) 1,787 LGI £m 189 (459) – (270) 58 (212) LGI £m 314 (234) – 80 12 92 1. Group expenses and debt costs include £27m of incremental costs incurred as a result of Covid-19. 2. As described in Note 2, 2019 has been restated to reflect a reallocation of divisional-related project expenditure from Group investment projects and expenses to LGIM. This has reduced LGIM operating profit by £29m for the year ended 31 December 2019. # Operating profit represents ‘Group adjusted operating profit’, an alternative performance measure defined in the glossary. 210 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements (ii) Revenue Revenue comprises of the following: Net premiums earned Revenue from insurance and investment contracts has been described in section (e) of this note. Investment return Investment return has been described in Note 31 of this report. Fees from fund management and investment contracts* The group generates revenue from acting as the investment manager for clients. Fees charged on investment management services are based on the contractual fee arrangements applied to assets under management and recognised as revenue as the services are provided. The group’s income from investment contracts is primarily derived from fees for administration and managing of funds in pension plans. Revenue generated on investment contracts is recognised as services are provided. No significant judgements are applied on the timing or transaction price. In the instances of performance fees where revenue is subject to meeting a certain performance threshold, such revenue is not recognised until the condition has been met, and it is highly probable that no significant reversal of amounts would occur. Variable costs directly related to securing new contracts are capitalised and amortised over the estimated period over which the revenue is earned. Transaction fees are charged to implement trades for clients. Such fees are charged at the time the transaction takes place and are based on the size of the underlying contract. House building* House building revenue arises from the sale of residential properties and land, and is recognised net of discounts and sales incentives. Sales of private houses are recognised on legal completion. Following the implementation of IFRS 15, ‘Revenue from Contracts with Customers’, the sale proceeds of part exchange properties are also included in revenue. Sales of social housing, where multiple units are developed and sold under a contractual agreement with a single customer, typically a housing association, are recognised over time in accordance with construction progress. Sales of land and commercial property are recognised on unconditional exchange, namely when contracts are exchanged or missives concluded and, where appropriate, construction is complete. The transaction price is determined using extensive research and expert judgement, current market values and regional variations. Warranties are provided on all properties and range from 2-10 years. Due to their features, these do not represent separate performance obligations. Professional services fees* The group’s professional services fees revenue arises from professional services provided by employed surveyors and third party providers, panel management fees and administration fees. These fees are based on fee scales or contracts. Revenue is recognised when the service has been rendered. In addition, the group derives professional fees from facilitation of mortgage arrangements and related products such as conveyancing. These are based on an agreement/contract and could be tiered based on volume. The obligation in such instances is satisfied on completion of the mortgage/service, at which point the revenue is recognised. There is no significant judgement applied on the timing or amount of fee recognised. Insurance broker* Fees are charged on each performance obligation offered to the customer as per agreed structure. Revenue for placement services is recognised at the point in time when the intermediary has satisfied its performance obligation, that is when the terms of the insurance policy have been agreed contractually by the insurer and policyholder, and the insurer has a present right to payment from the policyholder. No significant judgements are applied on the timing or transaction price. * Contracts are either expected to last one year or less, or reflect the right to consideration from a customer in an amount that corresponds directly with the value of the performance completed to date. As permitted under IFRS 15, the transaction price allocated to any unsatisfied contracts is not disclosed. Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 211 Additional financial information continued 30 Segmental analysis continued (ii) Revenue continued (a) Total revenue Total income Adjusted for: Share of loss/(profit) from associates and joint ventures, net of tax Gain on acquisition and disposal of subsidiaries, associates and joint ventures Total revenue from continuing operations (b) Total income For the year ended 31 December 2020 Internal income External income Total income For the year ended 31 December 2019 Internal income External income Total income LGR £m – 15,057 15,057 LGR £m – 16,385 16,385 LGIM1,2 £m 201 20,878 21,079 LGIM1,2 £m 188 43,836 44,024 1. LGIM internal income relates to investment management services provided to other segments. 2. LGIM external income primarily includes fees from fund management and investment returns on unit linked funds. 3. LGC and other includes LGC income, intra-segmental eliminations and group consolidation adjustments. (c) Fees from fund management and investment contracts For the year ended 31 December 2020 Investment contracts Investment management fees Transaction fees Total fees from fund management and investment contracts2 For the year ended 31 December 2019 Investment contracts Investment management fees Transaction fees Total fees from fund management and investment contracts2 LGIM £m 79 954 27 1,060 LGIM £m 73 903 23 999 1. LGC and other includes LGC income, intra-segmental eliminations and group consolidation adjustments. 2. Fees from fund management and investment contracts are a component of Total revenue from continuing operations disclosed in Note 30 (ii)(a). Note 45 2020 £m 50,231 28 – 2019 £m 66,786 (17) (51) 50,259 66,718 LGC and other3 £m (201) 12,497 12,296 LGC and other3 £m (188) 4,972 4,784 LGC and other1 £m – (188) – (188) LGC and other1 £m – (166) – (166) Total continuing operations £m – 50,231 50,231 Total continuing operations £m – 66,786 66,786 Total continuing operations £m 80 766 27 873 Total continuing operations £m 74 737 23 834 LGI £m – 1,799 1,799 LGI £m – 1,593 1,593 LGI £m 1 – – 1 LGI £m 1 – – 1 212 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements (d) Other operational income from contracts with customers For the year ended 31 December 2020 House building Professional services fees Insurance broker Total other operational income from contracts with customers¹ For the year ended 31 December 2019 House building Professional services fees Insurance broker Total other operational income from contracts with customers1 LGR £m – 1 – 1 LGR £m – 2 – 2 LGIM £m – – – – LGIM £m – 2 – 2 LGC and other £m 748 – – 748 LGC and other £m 1,056 – – Total continuing operations £m 748 84 16 848 Total continuing operations £m 1,056 95 34 1,056 1,185 LGI £m – 83 16 99 LGI £m – 91 34 125 1. Total other operational income from contracts with customers is a component of Total revenue from continuing operations disclosed in Note 30 (ii)(a) and excludes the share of profit/loss from associates and joint ventures and gain on acquisition and disposal of subsidiaries, associates and joint ventures. (e) Gross written premiums on insurance contracts Gross written premium represents the total premiums written by the group before deductions for reinsurance. Long-term insurance premiums are recognised as revenue when due for payment. General insurance premiums are accounted for in the period in which the risk commences. Estimates are included for premiums not notified by the year end and provision is made for the anticipated lapse of renewals not yet confirmed. Those proportions of premiums written in a year which relate to periods of risk extending beyond the end of the year are carried forward as unearned premiums. Premiums received relating to investment contracts are not recognised as income, but are included in the balance sheet investment contract liability. Outward reinsurance premiums from continuing operations are accounted for in the same accounting period as the related premiums for the direct or inwards reinsurance business being reinsured. For the year ended 31 December 2020 Gross written premiums For the year ended 31 December 2019 Gross written premiums 1. Includes £114m of gross written premiums relating to a residual reinsurance treaty following the disposal of the General Insurance business. Total continuing operations £m LGI1 £m 2,963 12,545 LGR £m 9,582 LGR £m LGI £m Total continuing operations £m 12,407 2,796 15,203 Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 213 Additional financial information continued 31 Investment return Investment return includes fair value gains and losses, excluding fair value movements attributable to available-for-sale (AFS) investments, dividends, rent and interest. Dividends are accrued on an ex-dividend basis. Interest and rent are included on an accruals basis. Interest income for financial assets which are not classified as fair value through profit or loss (FVTPL) is recognised using the effective interest method. The group earns an investment return from holdings in financial instruments and property investments, held to either back insurance and investment contracts on behalf of policyholders or deliver returns on group capital. Dividend income Interest income on financial investments at fair value through profit or loss Other investment income/(expense)¹ Gains/(losses) on financial investments designated at fair value through profit or loss Gains/(losses) on derivative instruments designated as held for trading Realised gains/(losses) on financial assets designated as available-for-sale Financial investment return Rental income Net fair value (losses)/gains on properties Property investment return Total investment return Investment return from discontinued operations Investment return from continuing operations 2020 £m 4,098 5,172 110 2019 £m 5,389 5,181 128 28,545 45,411 42 16 197 30 37,983 56,336 387 (79) 308 38,291 877 39,168 441 (92) 349 56,685 (3,671) 53,014 1. Includes interest income of £13m (2019: £53m) on financial investments designated as available-for-sale. There was no impairment on assets classified as available-for-sale during the year. 214 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 32 Tax The tax shown in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income comprises current and deferred tax. Current tax Current tax comprises tax payable on current year profits, adjusted for non-tax deductible or non-taxable items, and any adjustments to tax payable in respect of previous periods. Current tax is recognised in the Consolidated Income Statement unless it relates to items which are recognised in the Consolidated Statement of Comprehensive Income or directly in equity. Deferred tax Deferred tax is calculated on differences between the accounting value of assets and liabilities and their respective tax values. Deferred tax is also recognised in respect of unused tax losses to the extent it is probable that future taxable profits will arise against which the losses can be utilised. Deferred tax is charged or credited to the Consolidated Income Statement, except when it relates to items charged or credited to the Consolidated Statement of Comprehensive Income or charged or credited directly in equity. Tax attributable to policyholders and equity holders The total tax expense shown in the group’s Consolidated Income Statement includes income tax borne by both policyholders and shareholders. This has been apportioned between that attributable to policyholders’ returns and equity holders’ profits. This represents the fact that the group’s long-term business in the UK pays tax on policyholder investment return, in addition to the corporation tax charge charged on shareholder profit. The separate presentation is intended to provide more relevant information about the tax that the group pays on the profits that it makes. For this apportionment, the equity holders’ tax on long-term business is estimated by applying the statutory tax rate to profits attributed to equity holders. This is considered to approximate the corporation tax attributable to shareholders as calculated under UK tax rules. The balance of income tax associated with UK long-term business is attributed to income tax attributable to policyholders’ returns and approximates the corporation tax attributable to policyholders as calculated under UK tax rules. Use of estimates Tax balances include the use of estimates and assumptions which affect items reported in the Consolidated Balance Sheet and Consolidated Income Statement. Although these estimates are based on management’s best knowledge of current circumstances and future events and actions, actual results may differ from those estimates. For tax this includes the determination of liabilities/recoverables for uncertain tax positions and estimation of future taxable income supporting deferred tax asset recognition. As the group operates internationally, it is exposed to uncertain tax positions and changes in legislation in the jurisdictions in which it operates. The assessment of uncertain tax positions is subjective and significant management judgement is required. This judgement is based on interpretation of legislation, management experience and professional advice. The directors have assessed the group’s uncertain tax positions and are comfortable that the provisions in place are not material individually or in aggregate, and that a reasonable possible alternative outcome in the next financial year would not have a material impact to the results of the group. Tax rates The table below provides a summary of the standard corporate income tax rates of the main territories we operate in. UK USA Bermuda Ireland 2020 19.0% 21.0% 0.0% 12.5% 2019 19.0% 21.0% 0.0% 12.5% Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 215 Additional financial information continued 32 Tax continued (i) Tax charge in the Consolidated Income Statement Current tax Deferred tax – Origination or reversal of temporary differences in the year – Impact of reduction in UK and US corporate tax rates on deferred tax balances Total deferred tax Adjustment to equity holders’ tax in respect of prior years Total tax charge1 Less: tax attributable to policyholder returns – Continuing operations – Discontinued operations Total tax charge attributable to equity holders Less: tax from discontinued operations attributable to equity holders Tax from continuing operations attributable to equity holders 2020 £m 333 (163) 16 (147) (42) 144 (69) 142 73 217 (68) 149 2019 £m 478 113 (2) 111 9 598 (72) (224) (296) 302 (5) 297 1. Total tax charge is comprised of a tax charge attributable to continuing operations of £218m (2019: £369m) and a discontinued operations tax credit of £74m (2019: £229m charge). The tax charge attributable to equity holders differs from the tax calculated on profit before tax at the standard UK corporation tax rate as follows: Profit before tax attributable to equity holders Tax calculated at 19.00% Adjusted for the effects of: Recurring reconciling items: Income not subject to tax (Lower)/higher rate of profits taxed overseas¹ Non-deductible expenses Differences between taxable and accounting investment gains Property income attributable to minority interests Foreign tax Unrecognised tax losses Non-recurring reconciling items: Income not subject to tax Non-deductible expenses Adjustments in respect of prior years² Impact of the change in corporate tax rates on deferred tax balances³ Other Tax attributable to equity holders Equity holders’ effective tax rate4 Continuing operations 2020 £m 1,430 272 Total 2020 £m 1,788 340 Continuing operations 2019 £m 2,084 396 Total 2019 £m 2,112 401 (4) (117) 2 (10) 4 6 14 (6) 6 9 (2) (1) (1) (111) 11 (10) – 1 14 – – (42) 16 (1) 149 (1) (111) 11 (10) – 1 14 – – (42) 16 (1) 217 10.4% 12.1% (4) (117) 2 (10) 4 6 14 (6) 6 9 (2) (1) 297 14.3% 302 14.3% 1. 2. 3. The lower rate of tax on overseas profits is principally driven by the 0% rate of taxation arising in our Bermudan reinsurance company, which provides the group with regulatory capital flexibility for both our PRT and US term insurance businesses. This line also includes the impact of tax on our US operations which are taxed at 21%. In line with normal practice, adjustments in respect of prior years relate to revisions of earlier estimates. The Finance Act 2020 removed the planned reduction in the headline UK corporation tax rate from 19% to 17%. As a result, UK deferred tax assets and liabilities previously recognised at 17% have been revalued. In the Budget on 3 March 2021, the Chancellor of the Exchequer announced an increase in the headline rate of corporation tax to 25% from 1 April 2023. The impact of this has not been reflected in the tax balances at 31 December 2020. See Note 44 for further details. 4. Equity holders’ effective tax rate is calculated by dividing the tax attributable to equity holders over profit before tax attributable to equity holders. The UK standard rate of corporation tax is used in the above reconciliation as a significant proportion of the group’s profits are earned and are taxable in the UK, which is also the main domicile for the group. 216 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements (ii) Deferred tax – Consolidated Balance Sheet Deferred tax assets and liabilities have been recognised/(provided) for temporary differences and unused tax losses. The recognition of deferred tax assets in respect of temporary differences and tax losses are supported by management’s best estimate of future taxable profits to absorb the losses in future years. Deferred tax assets and liabilities presented on the Consolidated Balance Sheet have been offset to the extent it is permissible under the relevant accounting standards. The net movement in deferred tax assets and liabilities during the year is as follows: Deferred acquisition expenses – UK – Overseas Difference between the tax and accounting value of insurance contracts – UK – Overseas Unrealised gains on investments Excess of depreciation over capital allowances Excess expenses Accounting provisions and other Trading losses2 Pension fund deficit Acquired intangibles Total net deferred tax liabilities Less: net deferred tax liabilities of operations classified as held for sale³ Net deferred tax liabilities Presented on the Consolidated Balance Sheet as: – Deferred tax assets – UK deferred tax liabilities – Overseas deferred tax liabilities4 Net tax liability as at 1 January 2020¹ £m Tax (charged)/ credited to the income statement £m Tax (charged)/ credited to OCI or equity £m Net tax liability as at 31 December 2020 £m Acquisitions/ disposals £m 35 (40) 75 (524) (198) (326) (184) 15 20 (44) 217 28 (2) (439) 182 (257) 8 (189) (76) 50 40 10 (34) (12) (22) 146 3 (9) (4) 72 (54) 1 171 (165) 6 (3) (30) 39 – – – 1 3 (2) – – – – – 48 – 49 – 49 – 51 (2) – – – – – – 27 – (10) – – – – 17 (17) – – – – 85 – 85 (557) (207) (350) (11) 18 1 (48) 289 22 (1) (202) – (202) 5 (168) (39) 1. US deferred tax liabilities in respect of deferred acquisition costs and non-participating insurance contracts have been restated following the change in accounting policy for LGIA universal life and annuity reserves. Further details on the change in accounting policy are provided in Note 1 (iv). The net impact to overseas deferred tax liabilities is a reduction of £106m at 31 December 2019. 2. Trading losses reflect deferred tax on UK trade and US operating losses of £5m (2019: £4m) and £284m (2019: £213m) respectively. 3. Liabilities of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. 4. Overseas deferred tax liability is wholly comprised of US balances as at 31 December 2020. Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 217 Additional financial information continued 32 Tax continued (ii) Deferred tax – Consolidated Balance Sheet continued Deferred acquisition expenses – UK – Overseas Difference between the tax and accounting value of insurance contracts – UK – Overseas Unrealised gains on investments Excess of depreciation over capital allowances Excess expenses Accounting provisions and other Trading losses2 Pension fund deficit Acquired intangibles Total net deferred tax liabilities3 Less: net deferred tax liabilities of operations classified as held for sale4 Net deferred tax liabilities Presented on the Consolidated Balance Sheet as: – Deferred tax assets – UK deferred tax liabilities – Overseas deferred tax liabilities5 Net tax liability as at 1 January 2019 £m Tax (charged)/ credited to the income statement £m Tax (charged)/ credited to OCI or equity £m Net tax liability as at 31 December 2019¹ £m Acquisitions £m 25 (40) 65 (494) (171) (323) (72) 12 21 (28) 163 41 (4) (336) 97 (239) 7 (144) (102) 10 – 10 (57) (25) (32) (97) 1 (1) (16) 55 (24) 2 (127) 90 (37) 1 (50) 12 – – – 24 (5) 29 (15) – – – (1) 11 – 19 – 19 – 5 14 – – – 3 3 – – 2 – – – – – 5 (5) – – – – 35 (40) 75 (524) (198) (326) (184) 15 20 (44) 217 28 (2) (439) 182 (257) 8 (189) (76) 1. US deferred tax liabilities in respect of deferred acquisition costs and non-participating insurance contracts have been restated following the change in accounting policy for LGIA universal life and annuity reserves. Further details on the change in accounting policy are provided in Note 1 (iv). The net impact to overseas deferred tax liabilities is a reduction of £106m at 31 December 2019. 2. Trading losses include deferred tax on UK trade and US operating losses of £4m (2018: £4m) and £213m (2018: £159m) respectively. 3. Total net deferred tax liabilities are presented gross of held for sale liabilities in 2019. 4. Liabilities of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. 5. Overseas deferred tax liability is wholly comprised of US balances as at 31 December 2019. Unrecognised deferred tax assets The group has the following unrelieved tax losses and deductible temporary differences carried forward as at 31 December 2020. No deferred tax asset has been recognised in respect of these as at 31 December 2020 (or 31 December 2019), as it is not probable that there will be suitable taxable profits emerging in future periods against which to relieve them. These tax assets will only be recognised if it becomes probable that suitable taxable profits will arise in future periods. Trading losses1 Capital losses Excess management expense Unrelieved interest payments on debt instruments Unrecognised deferred tax assets² Gross 2020 £m 190 70 60 14 334 Tax 2020 £m 31 13 12 3 59 Gross 2019 £m 171 61 – 14 246 Tax 2019 £m 27 12 – 3 42 1. Of the unrecognised deferred tax asset, £13m (2019: £13m) relates to US trading losses which are expected to expire between 2026 and 2032. 2. Unrecognised deferred tax assets include UK balances of £39m (2019: £23m) and trading losses arising overseas of £20m (2019: £19m). 218 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements (iii) Current tax – Consolidated Balance Sheet Tax recoverable within 12 months Tax recoverable after 12 months Total current tax assets Less: current tax assets of operations classified as held for sale1 Current tax assets Tax due within 12 months Tax due after 12 months Total current tax liabilities Less: current tax liabilities of operations classified as held for sale1 Current tax liabilities 1. Assets and liabilities of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. (iv) Tax charged directly in equity Current tax Deferred tax Tax recognised directly in equity Note 32(ii) 1. Restated to reflect the impact of the LGIA universal life and annuity reserves adjustment, described in Note 1 (iv). 33 Auditor’s remuneration Remuneration receivable by the company's auditors for the audit of the consolidated and company financial statements Remuneration receivable by the company's auditors and its associates for the supply of other services to the company and its associates, including remuneration for the audit of the financial statements of the company's subsidiaries: The audit of the company's subsidiaries Audit related assurance services – required by national or EU legislation Audit related assurance services – other Other assurance services Total assurance services Other services not covered above Total non-assurance services Total remuneration Financial statements 2020 £m 363 271 634 – 634 2020 £m – 61 61 – 61 2020 £m (2) (11) (13) 2020 £m 1.4 8.7 1.4 0.6 0.6 12.7 – – 12.7 2019 £m 276 298 574 (106) 468 2019 £m 91 50 141 (34) 107 2019¹ £m (37) (11) (48) 2019 £m 1.2 5.9 0.8 1.1 0.3 9.3 0.2 0.2 9.5 Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 219 Additional financial information continued 34 Employee information Monthly average number of staff employed during the year: UK USA Europe Other Worldwide employees Wages and salaries Social security costs Share-based incentive awards Defined benefit pension costs Defined contribution pension costs Total employee related expenses 35 Share-based payments 2020 2019 9,083 8,884 874 33 56 819 27 47 10,046 9,777 Notes 35 24 24 2020 £m 732 82 43 137 75 1,069 2019 £m 674 75 39 86 65 939 The fair value at the date of grant of the equity instrument is recognised as an expense, spread over the vesting period of the instrument. The total amount to be expensed is determined by reference to the fair value of the awards, excluding the impact of any non-market vesting conditions. At each balance sheet date, the group revises its estimate of the number of equity instruments which are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the income statement and a corresponding adjustment is made to equity. On vesting or exercise, the difference between the expense charged to the income statement and the actual cost to the group is transferred to retained earnings. Where new shares are issued, the proceeds received are credited to share capital and share premium. (i) Description of plans The group provides a number of equity settled share-based long-term incentive plans for directors and eligible employees. The Savings Related Share Option Plan (ShareSave) allows employees to enter into a regular savings contract over three and/or five years, coupled with a corresponding option over shares of the group. The grant price is equal to 80% of the quoted market price of the group shares on the invitation date. Fair value is calculated using the Black-Scholes model. Nil Cost Options can be granted to senior managers under the Performance Share Plan (PSP), based upon individual and company performance. Pre the 2014 award, the number of performance shares transferred to the individual at the end of the three year vesting period was dependent on the group’s relative Total Shareholder Return (TSR). New performance conditions attached to awards from 2014 result in the number of options that vest being equally dependent on the group’s relative TSR and Earnings per Share (EPS)/Dividend per Share (DPS) growth. In addition, the awards vest after the end of the three year performance period and become exercisable in thirds over three, four and five years. Further changes were made to the performance conditions for awards granted in 2018. The number of options that vest in respect of these awards is equally dependent on the group’s relative TSR and EPS growth (subject to Solvency II objectives). The majority of awards vest after the end of the three year performance period and become exercisable in thirds in year three, four and five. Awards granted to executive directors and Persons Delivering Managerial Responsibilities vest after three years but any options that vest will not become exercisable until year five. The Share Bonus Plan (SBP) awards conditional shares, restricted shares, combined awards of CSOP options and restricted shares and combined awards of CSOP options and nil-paid options. Recipients of restricted shares are entitled to both vote and receive dividends. Fair value is calculated as the market value on the grant date, adjusted to reflect the eligibility for dividend payments. Conditional Share awards, which include awards to executive directors, do not have voting or dividend rights. Under the HMRC tax-advantaged Employee Share Plan (ESP), UK employees may elect to purchase group shares from the market at the prevailing market price on a monthly basis. The group supplements the number of shares purchased by giving employees one free matching share for every one share purchased up to the first £20 of the employees’ contributions and one free matching share for every two shares purchased with contributions between £20 and £125. There is currently no match on contributions between £125 and £150. From time to time, the group may make an award of free shares. Both the free and matching shares must be held in trust for three years. The fair value of awarded shares is equal to the market value on award date. 220 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements The fair values of the share awards made during the year have been calculated using the following assumptions: Award date Weighted average share price (pence) Weighted average exercise price (pence) Expected volatility Expected life Risk free investment rate Dividend yield SAYE PSP PSP 3 April 2020 4 April 2020 12 August 2020 159.7 199.0 36% 191.8 n/a 37% 229.3 n/a 43% 3–5 years 3–5 years 3–5 years 0.10–0.12% 6.5% 0.08% 8.7% (0.02)% 7.7% (ii) Total recognised expense The total recognised expense relating to share-based payments in 2020 was £43m (2019: £39m) before tax, all of which related to equity settled share schemes. This is broken down between the group’s plans as detailed below: Share Bonus Plan (SBP) Performance Share Plan (PSP) Employee Share Plan (ESP) Savings related share option scheme (SAYE) Total share-based payment expense (iii) Outstanding share options Outstanding at 1 January Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at 31 December Exercisable at 31 December Weighted average remaining contractual life (years) 2020 £m 27 13 2 1 43 2019 £m 25 10 2 2 39 SAYE Options 2020 Weighted average exercise price 2020 p CSOP Options 2020 Weighted average exercise price 2020 p SBP Options 2020 Weighted average exercise price 2020 p 13,316,235 11,119,385 (2,835,918) (2,009,106) (1,357,622) 18,232,974 39,424 3 210 199 210 203 210 204 221 3,570,864 1,716,010 – – (1,329,719) 3,957,155 3,252 9 267 204 – – 248 245 118 418,327 208,276 – (1,203) (38,886) 586,514 109,358 8 – – – – – – – Exercised during the year includes 1,202 options, which were predominantly CSOP options linked to SBP which have been settled using employee scheme shares. Outstanding at 1 January Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at 31 December Exercisable at 31 December Weighted average remaining contractual life (years) SAYE Options 2019 Weighted average exercise price 2019 p CSOP Options 2019 Weighted average exercise price 2019 p 12,839,984 6,256,244 (800,507) (4,574,015) (405,471) 13,316,235 35,527 3 199 217 210 188 203 210 191 4,051,676 1,056,968 – (1,233,728) (304,052) 3,570,864 7,365 8 254 287 – 243 256 267 188 SBP Options 2019 397,647 159,752 – (126,918) (12,154) 418,327 73,577 8 Weighted average exercise price 2019 p – – – – – – – Exercised during the year includes 1,360,646 options, which were predominantly CSOP options linked to SBP which have been settled using employee scheme shares. (iv) Total options Options over 22,776,643 shares (2019: 17,305,426 shares) are outstanding under CSOP, SAYE and SBP as at 31 December 2020. These options have a range of exercise prices between 0p and 287p (2019: 0p and 267p) and maximum remaining contractual life up to 2030 (2019: 2029). Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 221 Additional financial information continued 36 Share capital, share premium and employee scheme treasury shares An equity instrument is any contract which evidences a residual interest in the net assets of an entity. It follows that a financial instrument is treated as equity if: • • there is no contractual obligation to deliver cash or other financial assets or to exchange financial assets or liabilities on unfavourable terms; and the instrument is either a non-derivative which contains no contractual obligation to deliver a variable number of own equity instruments, or is a derivative which will be settled only by the group exchanging a fixed amount of cash, or other financial assets, for a fixed number of its own equity instruments. Where any group entity purchases the company’s equity share capital, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to shareholders. Where such shares are subsequently sold, reissued or otherwise disposed of, any consideration received is included in equity attributable to shareholders, net of any directly attributable incremental transaction costs and the related income tax effects. Shares held on behalf of employee share schemes are disclosed as such on the Consolidated Balance Sheet. (i) Share capital and share premium Authorised share capital At 31 December: ordinary shares of 2.5p each Issued share capital, fully paid As at 1 January 2020 Options exercised under share option schemes As at 31 December 2020 Issued share capital, fully paid As at 1 January 2019 Options exercised under share option schemes As at 31 December 2019 2020 Number of shares 9,200,000,000 2020 £m 230 2019 Number of shares 9,200,000,000 Number of shares 5,965,349,607 2,009,106 5,967,358,713 Number of shares 5,960,768,234 4,581,373 5,965,349,607 Share capital £m 149 – 149 Share capital £m 149 – 149 2019 £m 230 Share premium £m 1,000 6 1,006 Share premium £m 992 8 1,000 There is one class of ordinary shares of 2.5p each. All shares issued carry equal voting rights. The holders of the company’s ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at shareholder meetings of the company. 222 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements (ii) Employee scheme treasury shares The group uses the Employee Share Ownership Trust (ESOT) and the Legal & General Group Employee Share Plan (ESP) to purchase and hold shares of the group for delivery to employees under various employee share schemes. Shares owned by these vehicles are included at cost in the Consolidated Balance Sheet and are shown as a deduction from shareholders’ equity. They are disclosed as employee scheme treasury shares until they vest to employees. Share-based liabilities to employees may also be settled via purchases directly from the market or by the issue of new shares. The ESOT has waived its voting rights and its rights to some of the dividends payable on the shares it holds. Employees are entitled to dividends on the shares held on their behalf within the ESP. As at 1 January Shares purchased Shares vested As at 31 December 2020 Number of shares 31,190,048 10,054,526 (5,937,903) 35,306,671 2020 £m 65 23 (13) 75 2019 Number of shares 27,476,097 7,762,925 (4,048,974) 31,190,048 2019 £m 52 20 (7) 65 37 Restricted tier 1 convertible notes On 24 June 2020, Legal & General Group Plc issued £500m of 5.625% perpetual restricted tier 1 contingent convertible notes. The notes are callable at par between 24 March 2031 and 24 September 2031 (the First Reset Date) inclusive and every five years after the First Reset Date. If not called, the coupon from 24 September 2031 will be reset to the prevailing five year benchmark gilt yield plus 5.378%. The notes have no fixed maturity date. Optional cancellation of coupon payments is at the discretion of the issuer and mandatory cancellation is upon the occurrence of certain conditions. The tier 1 notes are therefore treated as equity and the coupon payment of £7m is recognised directly in equity. The notes rank junior to all other liabilities and senior to equity attributable to shareholders. On the occurrence of certain conversion trigger events the notes are convertible into ordinary shares of the issuer at the prevailing conversion price. The notes are treated as restricted tier 1 own funds for Solvency II purposes. 38 Non-controlling interests Non-controlling interests represent third party interests in direct equity investments, including private equity, and property investment vehicles which are consolidated in the group’s results. As at 31 December 2020, non-controlling interests primarily represent third party ownership in Thorpe Park Holdings, a mixed residential/commercial retail space in which the group holds 50%. The decrease in non-controlling interests during the year primarily reflects the deconsolidation of property investment vehicles following the sale of the Mature Savings business. No other individual non-controlling interests are considered to be material on the basis of the year end carrying value or share of profit or loss. 39 Other liabilities Accruals Deferred income Other Total other liabilities Less: liabilities of operations classified as held for sale1 Other liabilities Due within 12 months2 Due after 12 months2 1. Liabilities of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. 2. The maturity analysis of the liabilities between less and more than 12 months is based on the Total other liabilities as at 31 December. 2020 £m 410 2 344 756 – 756 715 41 2019 £m 431 49 384 864 (60) 804 772 92 Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 223 Additional financial information continued 40 Reconciliation of Assets under management to Consolidated Balance Sheet financial investments, investment property and cash and cash equivalents Assets under management¹ Derivative notionals¹,² Third party assets¹,³ Other¹,4 Total financial investments, investment property and cash and cash equivalents Less: assets of operations classified as held for sale5 Financial investments, investment property and cash and cash equivalents 2020 £bn 1,279 (340) (419) 33 553 – 553 2019 £bn 1,196 (336) (379) 63 544 (24) 520 1. These balances are unaudited. 2. Derivative notionals are included in the assets under management measure but are not for IFRS reporting and are thus removed. 3. Third party assets are those that LGIM manage on behalf of others which are not included on the group’s Consolidated Balance Sheet. 4. Other includes assets that are managed by third parties on behalf of the group, other assets and liabilities related to financial investments, derivative assets and pooled funds. 5. Assets of operations classified as held for sale relate to the Mature Savings business, the sale of which completed on 7 September 2020. 41 Related party transactions (i) Key management personnel transactions and compensation There were no material transactions between key management and the Legal & General group of companies during the year. All transactions between the group and its key management are on commercial terms which are no more favourable than those available to employees in general. Contributions to the post-employment defined benefit plans were £137m (2019: £86m) for all employees. At 31 December 2020 and 31 December 2019 there were no loans outstanding to officers of the company. The aggregate compensation for key management personnel, including executive and non-executive directors, is as follows: Salaries Share-based incentive awards Key management personnel compensation 2020 £m 8 5 13 2019 £m 12 7 19 (ii) Services provided to and by related parties All transactions between the group and associates, joint ventures and other related parties during the year are on commercial terms which are no more favourable than those available to companies in general. Loans and commitments to related parties are made in the normal course of business. The group has the following material related party transactions: • Annuity contracts issued by Legal and General Assurance Society Limited for consideration of £50m (2019: £78m) purchased by the group’s UK defined benefit pension schemes during the year, priced on an arm’s length basis. • During the year, the Legal & General Group UK Senior Pension Scheme (the Scheme) completed an Assured Payment Policy (APP) transaction with Legal and General Assurance Society Limited (LGAS), a group company. An APP is an investment contract product sold by LGR which, issued to a pension scheme, provides the scheme with a fixed or inflation linked schedule of payments to match the scheme’s expected liabilities. At inception a premium of £397m was paid by the Scheme to LGAS, and LGAS and the Scheme recognised an investment contract liability and an APP plan asset respectively of the same amount. As at 31 December 2020, LGAS recognised a liability related to the APP transaction with the Scheme of £396m which is included in the group’s non-participating investment contract liabilities. The Scheme holds a transferable plan asset of the same amount which does not eliminate on consolidation. • Loans outstanding from related parties at 31 December 2020 of £89m (2019: £83m), with a further commitment of £14m. • The group has total other commitments of £1,207m to related parties (2019: £1,213m), of which £772m has been drawn at 31 December 2020 (2019: £749m). 224 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 42 Contingent liabilities, guarantees and indemnities Provision for the liabilities arising under contracts with policyholders is based on certain assumptions. The variance between actual experience from that assumed may result in those liabilities differing from the provisions made for them. Liabilities may also arise in respect of claims relating to the interpretation of policyholder contracts, or the circumstances in which policyholders have entered into them. The extent of these liabilities is influenced by a number of factors including the actions and requirements of the PRA, FCA, ombudsman rulings, industry compensation schemes and court judgments. Various group companies receive claims and become involved in actual or threatened litigation and regulatory issues from time to time. The relevant members of the group ensure that they make prudent provision as and when circumstances calling for such provision become clear, and that each has adequate capital and reserves to meet reasonably foreseeable eventualities. The provisions made are regularly reviewed. It is not possible to predict, with certainty, the extent and the timing of the financial impact of these claims, litigation or issues. Group companies have given warranties, indemnities and guarantees as a normal part of their business and operating activities or in relation to capital market transactions or corporate disposals. Legal & General Group Plc has provided indemnities and guarantees in respect of the liabilities of group companies in support of their business activities including Pension Protection Fund compliant guarantees in respect of certain group companies’ liabilities under the group pension fund and scheme. LGAS has provided indemnities, a liquidity and expense risk agreement, a deed of support and a cash and securities liquidity facility in respect of the liabilities of group companies to facilitate the group’s matching adjustment reorganisation pursuant to Solvency II. Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 225 Additional financial information continued 43 Commitments (i) Capital commitments Authorised and contracted commitments not provided for in respect of investment property development, payable after 31 December: – Long-term business (ii) Lease commitment receivable – payments to be received under operating leases 2020 £m 570 2019 £m 581 Under other agreements, the group, as the lessor, is considered to substantially retain all the risks and reward of ownership of the underlying asset, therefore these contracts have been classified as operating leases. The future undiscounted minimum lease payments under such arrangements are disclosed below: Within 1 year 1–2 years 2–3 years 3–4 years 4–5 years After 5 years Total lease commitment receivable Total future payments 2020 £m 310 310 301 288 275 4,124 5,608 Total future payments 2019 £m 381 373 357 344 326 4,674 6,455 Lease commitments payable are disclosed as part of the lease disclosure in Note 26. 44 Post balance sheet events In the Budget on 3 March 2021, the Chancellor of the Exchequer announced an increase in the headline rate of corporation tax to 25% from 1 April 2023. Deferred tax assets and liabilities are required to be valued using the tax rate which will be in force at the time when the temporary difference is expected to unwind. In line with the requirements of IAS 12, the impact of the change in rate has not been reflected in the deferred tax balances at 31 December 2020 and will be recognised once it has been substantively enacted by the UK Parliament. The estimated impact of the change in tax rate would be an increase in the deferred tax liability of c.£50m. The Solvency II balance sheet and capital position recognise deferred tax assets and liabilities associated with the taxable differences between the IFRS and Solvency II balance sheets. The estimated impact of the change in tax rate is a small increase in the group’s coverage ratio. 226 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 45 Subsidiaries The Companies Act 2006 requires disclosure of information about the group’s subsidiaries, associates, joint ventures and other significant holdings. A complete list of the group’s subsidiaries, associates, joint ventures and significant holdings is provided in Notes 45 and 46. Subsidiaries are those entities (including special purpose entities, mutual funds and unit trusts) over which the group directly or indirectly has the power to govern the operating and financial policies in order to gain economic benefits. Profits or losses of subsidiary undertakings sold or acquired during the year are included in the consolidated results up to the date of disposal or from the date of gaining control. The interests of parties, other than the group, in investment vehicles, such as unit trusts, are classified as liabilities and appear as ‘Net asset value attributable to unit holders’ in the Consolidated Balance Sheet. The basis by which subsidiaries are consolidated in the group financial statements is outlined in the basis of preparation (Note 1). The particulars of the company’s subsidiaries, mutual funds and partnerships that have been consolidated as at 31 December 2020 are listed below. The main territory of operation of subsidiaries incorporated in England and Wales is the UK. For overseas subsidiaries the principal country of operation is the same as the country of incorporation. All subsidiaries have a 31 December year end reporting date and are 100% owned, unless stated otherwise. The registered office of all subsidiaries in England and Wales is One Coleman Street, London EC2R 5AA, United Kingdom, and in Ireland is Dillon Eustace, 33 Sir John Rogerson’s Quay, Dublin 2, Ireland, unless otherwise noted. All subsidiaries are held through intermediate holding companies unless noted that they are held direct by the company. Subsidiaries that are consolidated where the group owns less than 50% of the ordinary share capital, are consolidated based on an assessment of control normally arising from special rights attaching to the class of share owned, other contractual arrangements and factors such as the purpose of the investee, the nature of its relevant activities, voting rights (including potential voting rights) and substantive and protective rights. The group reassesses the appropriateness of the consolidation of an investee whenever facts and circumstances indicate that there has been a change in the relationship between the group and the investee which affects control. Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 227 Additional financial information continued 45 Subsidiaries continued Company name Nature of business Share class Year end reporting date % of equity shares held by the group Country of incorporation: England and Wales 103 Wardour Street Retail Investment Company Limited Antham 1 Limited Banner (Spare) Limited¹ Banner Construction Limited¹ Banner Developments Limited¹ Banner Freehold Limited¹ Banner Homes Bentley Priory Limited¹ Banner Homes Central Limited¹ Banner Homes Group Limited¹ Banner Homes Limited¹ Banner Homes Midlands Limited¹ Banner Homes Southern Limited¹ Banner Homes Ventures Limited¹ Banner Management Limited¹ BQN Limited BTR Core Limited Investment vehicle Investment vehicle Domestic building construction Domestic building construction Domestic building construction Ordinary Ordinary Ordinary Ordinary Ordinary Letting and operating of leased real estate Ordinary Domestic building construction Domestic building construction Domestic building construction Dormant company Domestic building construction Domestic building construction Domestic building construction Domestic building construction Development of building projects Investment vehicle Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Aug Bucklers Park Estate Management Company Limited Management of real estate Limited by guarantee 31-May CALA (ESOP) Trustees Limited¹ CALA 1 Limited¹ CALA Group (Holdings) Limited¹ CALA Homes (Chiltern) Limited¹ CALA Homes (Midlands) Limited¹ CALA Homes (North Home Counties) Limited¹ CALA Homes (South Home Counties) Limited¹ CALA Homes (Southern) Limited¹ CALA Homes (Thames) Limited¹ CALA Homes (Yorkshire) Limited¹ CALA Properties Banbury Limited¹ Cardiff Interchange Limited Care Secured Limited¹ Chineham General Partner Limited Chineham Shopping Centre Limited Partnership City & Urban Developments Limited CleverMover Limited Financial intermediation Domestic building construction Domestic building construction Domestic building construction Domestic building construction Domestic building construction Domestic building construction Non-trading company Non-trading company Domestic building construction Dormant company Dormant company Dormant company Dormant company Investment vehicle Holding company Provision of services Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Partnership Ordinary Ordinary 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec Cross Trees Park (Shrivenham) Management Company Limited Property management Ealing Shopping Centre Limited Partnership Limited partnership Limited by guarantee 31-Dec Partnership 31-Dec Finchwood Park Management Company Limited² Residents property management Limited by guarantee 31-Dec Finovation UK Limited Florence (building) Basingstoke Limited (UK)³ GO ETF Solutions LLP Gresham Street General Partner Limited Gresham Street Limited Partnership Haut Investments 2 Limited Haut Investments Limited Investment Discounts On Line Limited IPIF Trade General Partner Limited IPIF Trade Nominee Limited Jimcourt Limited¹ L&G Bristol Temple Island Limited Latchmore Park Nominee No.1 Limited Pension tracing and transfer service Development of real estate Investment management General Partner Limited partnership Holding company Holding company Insurance agents and brokers General Partner Non-trading company Domestic building construction Domestic building construction Non-trading company Ordinary Ordinary Partnership Ordinary Partnership Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 1. Registered office: Cala House, 54 The Causeway, Surrey, TW18 3AX 2. Discovery House, Crossley Road, Stockport, Greater Manchester, England, SK4 5BH 3. Registered office: 30 Finsbury Square, London, EC2A 1AG 228 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Financial statements Nature of business Share class Year end reporting date % of equity shares held by the group Company name Legal & General (Caerus) Limited³ Legal & General (PMC Trustee) Limited Institutional fund management Dormant company Legal & General (Portfolio Management Services) Limited Institutional fund management Legal & General (Portfolio Management Services) Nominees Limited Dormant company Legal & General (Strategic Land Harpenden) Limited Legal & General (Strategic Land North Horsham) Limited Legal & General (Strategic Land) Limited Legal & General (Unit Trust Managers) Limited Legal & General (Unit Trust Managers) Nominees Limited Holding company Holding company Holding company Unit trust management Non-trading company Legal & General Affordable Homes (Development 2) Limited Domestic building construction Legal & General Affordable Homes (Development) Limited Domestic building construction Legal & General Affordable Homes (Operations) Limited Development of building projects Legal & General Affordable Homes Limited Legal & General Capital Investments Limited Legal & General Co Sec Limited Legal & General Development Assets Holdings Limited Legal & General Digital Solutions Limited Legal & General Employee Benefits Administration Limited Legal & General Estate Agencies Limited Legal & General Finance PLC Legal & General Financial Advice Limited Legal & General FX Structuring (SPV) Limited Legal & General GP LLP Development of building projects Holding company Dormant company Holding company Technology services Non-trading company Mortgage finance companies Treasury operations Mortgage finance companies Special Purpose Vehicle Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Development of building projects Partnership Legal & General Holdings No.2 Limited Holding company Legal & General Home Finance Administration Services Limited Provision of services Legal & General Home Finance Holding Company Limited Holding company Legal & General Home Finance Limited Legal & General Homes (Services Co) Limited Mortgage finance companies Provision of services Legal & General Homes Communities (Arborfield) Limited Development of building projects Legal & General Homes Communities (Crowthorne) Limited Development of building projects Legal & General Homes Communities (Didcot) Limited Development of building projects Legal & General Homes Communities (Shrivenham) Limited Development of building projects Legal & General Homes Communities Limited Development of building projects Legal & General Homes Holdings Limited Legal & General Homes Modular Limited Legal & General Insurance Holdings Limited Legal & General Insurance Holdings No. 2 Limited Legal & General Investment Management (Holdings) Limited Holding company Development of modular housing Holding company Holding company Holding company Legal & General Investment Management Funds ICVC Open ended investment company Legal & General Investment Management Limited Institutional fund management Legal & General Later Living Limited Legal & General Leisure Fund Trustee Limited Legal & General Life Fund Limited Partnership Legal & General LTM Structuring (SPV) Limited Legal & General Middle East Limited4 Legal & General Overseas Operations Limited Legal & General Partnership Holdings Limited Legal & General Partnership Services Limited Legal & General Pension Fund Trustee Limited Legal & General Pension Scheme Trustee Limited Legal & General Pensions Limited Holding company Trustee Limited partnership Special Purpose Vehicle Holding company Holding company Holding company Provision of services Dormant company Dormant company Limited company 3. Registered office: 30 Finsbury Square, London, EC2A 1AG 4. Directly held by Legal & General Group Plc. All other subsidiaries are held through intermediate holding companies. Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Partnership Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Oct 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 229 Additional financial information continued 45 Subsidiaries continued Company name Legal & General Property Limited Nature of business Development of building projects Legal & General Property Partners (Industrial Fund) Limited General Partner Legal & General Property Partners (Industrial) Nominees Limited Dormant company Legal & General Property Partners (IPIF GP) LLP Legal & General Property Partners (Leisure GP) LLP Legal & General Property Partners (Leisure) Limited General Partner General Partner General Partner Legal & General Property Partners (Life Fund) Limited Investment vehicle Legal & General Property Partners (Life Fund) Nominee Limited Investment vehicle Legal & General Property Partners (UKPIF Geared) Limited General Partner Legal & General Property Partners (UKPIF Geared Two) Limited Investment in UK real estate Legal & General Property Partners (UKPIF Two) Limited Investment in UK real estate Legal & General Property Partners (UKPIF) Limited Legal & General Re Holdings Limited Legal & General Resources Limited Legal & General Retail Investments (Holdings) Limited Legal & General Senior Living Limited Legal & General Share Scheme Trustees Limited4,5 Legal & General Surveying Services Limited Legal & General Trustees Limited Legal & General UK PIF Two GP LLP General Partner Holding company Provision of services Holding company Holding company Dormant company Provision of services Fund trustee Limited partnership Legal and General Assurance (Pensions Management) Limited Long-term business Legal and General Assurance Society Limited Long-term and general insurance LGIM Commercial Lending Limited LGIM Corporate Director Limited LGIM International Limited LGIM Real Assets (Operator) Limited LGIM Real Assets Limited LGP Newco Limited LGPL Cornwall Limited³ Northampton General Partner Limited Northampton Shopping Centre Limited Partnership NSC Building A Limited NSC Building B Limited Old Cornwall Limited³ Commercial lending Non-trading company Institutional fund management Development of building projects Development of building projects Dormant company Investment vehicle Investment vehicle Limited partnership Real estate trading Real estate trading Investment vehicle Performance Retail (General Partner) Limited Development of building projects Performance Retail (Nominee) Limited PRLP GP LLP Red Ahead Storage Shed Limited Rowley Lane Borehamwood Limited Senior Living (Bramshott Place) Limited6 Senior Living (Caddington) Limited Senior Living (Chandlers Ford) Limited Senior Living (Durrants) Limited6 Senior Living (Exeter) Limited6 Senior Living (Freelands) Limited6 Senior Living (Great Leighs) Limited Senior Living (Halstead) Limited Senior Living (Ledian Farm) Limited6 Senior Living (Matchams) Limited Dormant company Limited partnership Manufacturing of sheds Construction of commercial buildings Dormant company Dormant company Development of building projects Dormant company Dormant company Dormant company Development of real estate Development of building projects Dormant company Development of building projects 3. Registered office: 30 Finsbury Square, London, EC2A 1AG 4. Directly held by Legal & General Group Plc. All other subsidiaries are held through intermediate holding companies. 5. Registered office: 30 Finsbury Square, London, EC2P 2YU 6. Registered office: The Stanley Building, 7 St Pancras Square, London, N1C 4AG 230 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Share class Ordinary Ordinary Ordinary Partnership Partnership Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Partnership Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Partnership Ordinary Ordinary Ordinary Ordinary Ordinary Partnership Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Year end reporting date % of equity shares held by the group 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 30-Jun 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Company name Senior Living (Sonning Common) Limited Senior Living (Tattenhall) Limited6 Senior Living (Tunbridge Wells) Limited Senior Living (Turvey) Limited Senior Living (Walkern) Limited Senior Living (Warwick Gates) Limited6 Senior Living Finance 1 Limited Senior Living Medici Holdco Limited6 Senior Living Medici Limited6 Senior Living Urban (Bath) Limited Senior Living Urban (Epsom) Limited Senior Living Urban (Uxbridge) Limited Senior Living Urban (Walton) Limited Stratford City Offices (No. 2) General Partner Limited Stratford City Offices (No. 2) Limited Partnership Sunderland Vaux 1 Limited Synergy Gracechurch Limited5 Tattenhall Care Village LLP Terminus Road (Nominee 1) Limited Terminus Road (Nominee 2) Limited The Advantage Collection Limited¹ The Pathe Building Management Company Limited Warwick Gates LLP West Bar Square Limited Whitegates (Holdings) Limited5 Accelerated Digital Ventures Limited7 L&G Future World Sustainable Opportunities Swindon (The Hub) Management Company Limited8 L&G Future World ESG UK Index L&G UK Smaller Companies Trust L&G Cash Trust L&G Future World Gender in Leadership UK Index L&G Multi-Asset Target Return Fund L&G UK Special Situations Trust Inspired Villages Group LGIM Global Corporate Bond Fund LGIM OEIC Global Corporate Bond Financial statements Nature of business Share class Year end reporting date % of equity shares held by the group Development of real estate Development of building projects Development of real estate Development of real estate Development of building projects Development of building projects Dormant company Dormant company Dormant company Development of real estate Development of real estate Development of real estate Development of real estate General Partner Limited partnership Construction of commercial buildings Investment vehicle Trading company Dormant company Dormant company Domestic building construction Investment vehicle Trading company Construction of commercial buildings Dormant company Venture Capital investing Unit trust Dormant company Unit trust Unit trust Unit trust Unit trust Unit trust Unit trust Management of real estate Open ended investment company Open ended investment company Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Partnership Partnership Ordinary Ordinary Partnership Ordinary Ordinary Ordinary Ordinary Partnership Ordinary Ordinary Ordinary Unit Ordinary Unit Unit Unit Unit Unit Unit Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Partnership Partnership Partnership Ordinary Ordinary Ordinary Partnership Unit 31-Dec 31-Dec 31-Dec 30-Nov 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Oct 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 30-Sep 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 30-Apr 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 98.0 97.0 96.0 89.4 68.2 62.6 61.3 60.2 55.4 55.0 54.0 54.0 51.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 40.6 33.3 L&G Global Developed Four Factor Scientific Beta Index Fund Authorised contractual schemes 245 Hammersmith Road Nominee 1 Limited 245 Hammersmith Road Nominee 2 Limited 245 HR GP LLP ECV Partnerships Tattenhall Limited6 ECV Partnerships Warwick Limited6 Thorpe Park Developments Limited9 Thorpe Park Holdings Limited9 TP 2005 Limited9 UKPIF Two Founder Partner LP L&G Global Infrastructure Fund Dormant company Dormant company Limited liability partnership Limited partnership Limited partnership Property development company Holding company Dormant company Limited partnership Unit trust New Bailey (East) Management Company Limited Investment Company Limited by guarantee 31-Dec 1. Registered office: Cala House, 54 The Causeway, Surrey, TW18 3AX 5. Registered office: 30 Finsbury Square, London, EC2P 2YU 6. Registered office: The Stanley Building, 7 St Pancras Square, London, N1C 4AG 7. Registered office: Electric Works, Concourse Way, Sheffield, England, S1 2BJ 8. Registered office: 6th Floor Lansdowne House, Berkeley Square, London, United Kingdom, W1J 6ER 9. Registered office: Europa House, 20 Esplanade, Scarborough, North Yorkshire, YO11 2AQ Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 231 Additional financial information continued 45 Subsidiaries continued Company name New Bailey (West) Management Company Limited L&G Future World Multi-Index 4 L&G Future World Multi-Index 5 L&G Mixed Investment 0-20% Fund Sapphire Campus Management Company Limited L&G Future World ESG Developed Index Country of incorporation: Hong Kong Nature of business Investment Company Unit trust Unit trust Unit trust Investment vehicle Unit trust Share class Year end reporting date % of equity shares held by the group Limited by guarantee 31-Dec Unit Unit Unit Ordinary Unit 15-Aug 15-Aug 31-Dec 31-Dec 31-Dec 33.3 17.7 14.1 10.7 9.5 9.4 Legal & General Investment Management Asia Limited¹0 Institutional fund management Ordinary 31-Dec 100.0 Country of incorporation: Ireland Finovation Limited L&G Future World Global Credit Fund - UK L&G Multi Asset Core 20 Fund L&G Multi Asset Core 45 Fund L&G Multi Asset Core 75 Fund Pension tracing and transfer service QIAIF¹¹ ICAV¹² ICAV¹² ICAV¹² Legal & General Fund Managers (Ireland) Limited¹³ Institutional fund management Legal & General ICAV ICAV¹² Legal & General UCITS Managers (Ireland) Limited¹4 Institutional fund management LGIM (Ireland) Risk Management Solutions Plc¹4 Management company LGIM 2024 Leveraged Index Linked Gilt Fund LGIM 2025 Fixed Fund LGIM 2025 Inflation Fund LGIM 2025 Real Fund LGIM 2030 Fixed Fund LGIM 2030 Inflation Fund LGIM 2030 Leveraged Index Linked Gilt Fund LGIM 2030 Real Fund LGIM 2034 Leveraged Index Linked Gilt Fund LGIM 2035 Fixed Fund LGIM 2035 Inflation Fund LGIM 2035 Real Fund LGIM 2037 Leveraged Index Linked Gilt Fund LGIM 2038 Leveraged Gilt Fund LGIM 2040 Fixed Fund LGIM 2040 Inflation Fund LGIM 2040 Leveraged Index Linked Gilt Fund LGIM 2040 Real Fund LGIM 2042 Leveraged Gilt Fund LGIM 2042 Leveraged Index Linked Gilt Fund LGIM 2045 Fixed Fund LGIM 2045 Leveraged Gilt Fund LGIM 2045 Real Fund LGIM 2047 Leveraged Index Linked Gilt Fund LGIM 2049 Leveraged Gilt Fund LGIM 2050 Fixed Fund LGIM 2050 Inflation Fund LGIM 2050 Leveraged Index Linked Gilt Fund LGIM 2050 Real Fund LGIM 2055 Fixed Fund LGIM 2055 Leveraged Gilt Fund QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ 10. Room 902, 9th Floor, Chinachem Tower, 34-37 Connaught Road Central, Hong Kong 11. Qualifying Investor Alternative Investment Fund 12. Irish Collective Asset-management Vehicle 13. Registered office: Grand Canal House, 1 Upper Grand Canal Street, Dublin 4, Ireland 14. Registered office: Dillon Eustace, 33 Sir John Rogerson’s Quay, Dublin 2, Ireland 232 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Financial statements Company name Nature of business Share class Year end reporting date % of equity shares held by the group LGIM 2055 Leveraged Index Linked Gilt Fund LGIM 2060 Fixed Fund LGIM 2060 Inflation Fund LGIM 2060 Leveraged Gilt Fund LGIM 2060 Real Fund LGIM 2062 Leveraged Index Linked Gilt Fund LGIM 2068 Leveraged Gilt Fund LGIM 2068 Leveraged Index Linked Gilt Fund LGIM Active Gilts All Stocks Fund AH LGIM Bespoke Active Credit Fund AM LGIM Bespoke Active Credit Fund BP LGIM Credit And Liquidity - Fund BN LGIM Credit And Liquidity - Fund BM LGIM ETF Managers Limited¹5 LGIM Fixed Long Duration Fund LGIM Fixed Short Duration Fund LGIM Hedging - Fund A LGIM Hedging - Fund AC LGIM Hedging - Fund AK LGIM Hedging - Fund AN LGIM Hedging - Fund AO LGIM Hedging - Fund AP LGIM Hedging - Fund AQ LGIM Hedging - Fund AR LGIM Hedging - Fund AS LGIM Hedging - Fund AU LGIM Hedging - Fund AV LGIM Hedging - Fund AW LGIM Hedging - Fund AY LGIM Hedging - Fund AZ LGIM Hedging - Fund B LGIM Hedging - Fund BA LGIM Hedging - Fund BB LGIM Hedging - Fund BF LGIM Hedging - Fund BH LGIM Hedging - Fund BJ LGIM Hedging - Fund BR LGIM Hedging - Fund C LGIM Hedging - Fund DC LGIM Hedging - Fund J LGIM Hedging - Fund L LGIM Hedging - Fund M LGIM Hedging - Fund O LGIM Hedging - Fund P LGIM Hedging - Fund Q LGIM Hedging - Fund R LGIM Hedging - Fund V LGIM Hedging - Fund WH LGIM Hedging - Fund WS 11. Qualifying Investor Alternative Investment Fund 15. Registered office: 2 Grand Canal Square, Dublin 2, D02 A342 QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ Investment management QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 233 Additional financial information continued 45 Subsidiaries continued Company name LGIM Hedging - Fund WT LGIM Hedging - Fund ZZ LGIM Hedging Fund AE LGIM Hedging Fund AI LGIM Hedging Fund AT LGIM Hedging Fund BG LGIM Hedging Fund BI LGIM Hedging Fund BL LGIM Hedging Fund BT LGIM Hedging Fund BU LGIM Hedging Fund BV LGIM Hedging Fund CI LGIM Hedging Fund CJ LGIM Hedging Fund CK LGIM Hedging Fund CL LGIM Hedging Fund DJ LGIM Hedging Fund DK LGIM Hedging Fund DL LGIM Leveraged Gilt Plus Fund LGIM Leveraged Index Link Gilt Plus Fund LGIM Leveraged Synthetic Equity Fund LGIM LEVERAGED SYNTHETIC EQUITY FUND (GBP) LGIM Liquidity Funds plc LGIM Managers (Europe) Limited LGIM MATURING BUY & MNTN CR FD 2020-2024 LGIM MATURING BUY & MNTN CR FD 2025-2029 LGIM Maturing Buy & MNTN CR FD 2030-2034 LGIM Maturing BUY & MNTN CR FD 2035-2039 LGIM MATURING BUY & MNTN CR FD 2040-2054 LGIM Real Long Duration Fund LGIM Real Short Duration Fund LGIM Solutions Fund BY LGIM Solutions Fund CA LGIM Solutions Fund CB LGIM Solutions Fund CC LGIM Solutions Fund CD LGIM Solutions Fund CE LGIM Solutions Fund CF LGIM Solutions Fund CG LGIM Solutions Fund CH LGIM Solutions Fund CP LGIM Solutions Fund CR LGIM Solutions Fund CT LGIM Solutions Fund CU LGIM Solutions Fund CW LGIM Solutions Fund DB LGIM Solutions Fund DD LGIM Solutions Fund DE LGIM Solutions Fund DF 11. Qualifying Investor Alternative Investment Fund 16. Open Ended Umbrella Investment Company Nature of business Share class Year end reporting date % of equity shares held by the group QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ OEUIC¹6 QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 234 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Company name LGIM Solutions Fund DG LGIM Solutions Fund DH LGIM Synthetic Leveraged Credit Fund LGIM 2045 INFLATION FUND L&G ESG China CNY Bond UCITS ETF¹7 L&G ESG GBP Corporate Bond 0-5 Year UCITS ETF¹7 L&G ESG GBP Corporate Bond UCITS ETF¹7 L&G Europe ex UK Equity UCITS ETF L&G UK Gilt 0-5 Year UCITS ETF¹7 L&G Global Equity UCITS ETF¹7 L&G ESG Emerging Markets Government Bond (USD) 0-5 Year UCITS ETF¹7 US Dollar Liquidity Fund L&G Frontier Markets Equity Fund Sterling Liquidity Fund L&G Asia Pacific ex Japan Equity Index Fund L&G Asia Pacific ex Japan Equity UCITS ETF Euro Liquidity Fund L&G Japan Equity UCITS ETF¹7 Sterling Liquidity Plus Fund Country of incorporation: Japan Nature of business Share class Year end reporting date % of equity shares held by the group QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ QIAIF¹¹ Exchange Traded Funds Exchange Traded Funds Exchange Traded Funds Exchange Traded Funds Exchange Traded Funds Exchange Traded Funds Exchange Traded Funds OEUIC¹6 ICAV¹² OEUIC¹6 ICAV¹² Exchange Traded Funds OEUIC¹6 Exchange Traded Funds OEUIC¹6 Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 30-Jun 31-Dec 31-Dec 31-Dec 100.0 100.0 100.0 100.0 91.1 90.1 85.6 84.9 82.1 81.3 78.0 57.1 56.6 50.9 50.6 49.7 47.8 42.9 20.1 Legal & General Investment Management Japan KK¹8 Investment management Ordinary 31-Dec 100.0 Country of incorporation: Jersey Access Development General Partner Limited¹9 Atlantic Quay Three Limited²0 Fund general partner Investment vehicle Bishopsgate Long-term Property Fund Nominees No 1 Limited²0 Real estate operator Bishopsgate Long-term Property Fund Nominees No 2 Limited²0 Real estate operator Canary Property Unit Trust²¹ Chineham Shopping Centre Unit Trust²² Gracechurch Property Limited²¹ Gresham Street Unit Trust²² Northampton Shopping Centre Unit Trust²² SCBD S6 Trust²¹ Senior Living (Liphook) Limited²³ Sheffield Vulcan House SPV Limited²0 Synergy Gracechurch Holdings Limited²¹ Vantage General Partner Limited¹9 Stratford City Offices Jersey Unit Trust²¹ Unit trust Unit trust Investment vehicle Unit trust Unit trust Unit trust Investment vehicle Limited Company (Jersey) Investment vehicle Fund general partner Unit trust Bishopsgate Long-term Property Fund general Partner Limited²0 Fund general partner Country of incorporation: Luxembourg L&G UK Core Plus Bond Fund²4 Legal & General SICAV²4 L&G Buy & Maintain Credit Fund²4 SICAV²5 SICAV²5 SICAV²5 11. Qualifying Investor Alternative Investment Fund 12. Irish Collective Asset-management Vehicle 16 Open Ended Umbrella Investment Company 17. Registered office: 2 Grand Canal Square, Dublin 2, D02 A342 18. Registered office: 22F Toranomon Kotohira Tower, 1-2-8 Toranomon, Minato-ku, Tokyo, 105-0001, Japan 19. Registered office: 11-15 Seaton Place, St Helier, Jersey, JE4 0QH 20. Registered office: 12 Castle Street, St Helier, Jersey, JE2 3RT 21. Registered office: Lime Grove House, Green Street, St Helier, JE1 2ST 22. Registered office: 44 – 47 Esplanade, St Helier, Jersey, JE4 9WG 23. Registered office: One, The Esplanade, St Helier, Jersey, JE2 3QA 24. Registered office: 2-4 Rue Eugene Ruppert, Luxembourg, L - 2453, Luxembourg 25. Societe d’investissement a capital variable Ordinary Ordinary Ordinary Ordinary Unit Unit Ordinary Unit Unit Unit Ordinary Ordinary Ordinary Ordinary Unit Ordinary Ordinary Ordinary Ordinary 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 30-Jun 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 25.0 100.0 100.0 99.8 Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 235 Additional financial information continued 45 Subsidiaries continued Company name L&G Future World Global Credit Fund²4 L&G Absolute Return Bond Fund²4 L&G Commodity Index Fund²4 L&G Future World Global Equity Focus Fund²4 L&G Emerging Markets Bond Fund²4 L&G Absolute Return Bond Plus Fund²4 L&G Euro High Alpha Corporate Bond Fund²4 L&G Emerging Markets Short Duration Bond Fund²4 Country of incorporation: Scotland CALA 1999 Limited²6 CALA Group Limited²6 CALA Homes (East) Limited²7 CALA Homes (North) Limited²7 CALA Homes (Scotland) Limited²7 CALA Homes (West) Limited²7 CALA Homes Limited²6 CALA Land Investments (Bearsden) Limited²6 CALA Land Investments Limited²6 CALA Limited²6 CALA Management Limited²6 CALA Properties (Holdings) Limited²7 CALA Ventures Limited²6 UK PIF FGP LLP²8 UKPIF Two Founder GP Limited²8 Country of incorporation: USA Banner Life Insurance Company²9 FBV Financing-1, LLC³0 FBV Financing-2, LLC³0 First British Vermont Reinsurance Company III, Limited³0 Global Index Advisors Inc.³¹ Legal & General America Inc.³² SICAV²5 SICAV²5 SICAV²5 SICAV²5 SICAV²5 SICAV²5 SICAV²5 SICAV²5 Holding company Domestic building construction Domestic building construction Domestic building construction Non-trading company Domestic building construction Domestic building construction Domestic building construction Development of building projects Head office Domestic building construction Non-trading company Domestic building construction Fund general partner Fund general partner Long-term business Reinsurance Reinsurance Reinsurance Investment advisory Holding company Nature of business Share class Year end reporting date % of equity shares held by the group Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Partnership Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 95.9 91.6 78.4 69.3 69.1 65.2 63.4 46.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Legal & General Investment Management America Inc³² Institutional fund management Legal & General Investment Management United States (Holdings), Inc³² Holding company William Penn Life Insurance Company of New York Inc³³ Long-term business Country of incorporation: Bermuda First British Bermuda Reinsurance Company II Limited³4 First British Bermuda Reinsurance Company III Limited³4 Legal & General Reinsurance Company Limited³5 Legal & General Resources Bermuda Limited³5 Legal & General SAC Limited³5 Country of incorporation: China Reinsurance Reinsurance Reinsurance Provision of services Reinsurance Legal & General Business Consulting (Shanghai) Limited³6 Business information consultancy – 31-Dec 100.0 24. Registered office: 2-4 Rue Eugene Ruppert, Luxembourg, L - 2453, Luxembourg 25. Societe d’investissement a capital variable 26. Registered office: Adam House, 5 Mid New Cultins, Edinburgh, EH11 4DU 27. Registered office: Johnstone House, 52-54 Rose Street, Aberdeen, AB10 1HA 28. Registered office: 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ 29. Registered office: 1701 Research Boulevard, Rockville, Maryland 20850, U.S.A., United States 30. Registered office: 850 New Burton Road, Suite 201, Dover, Delaware 19904, USA 31. Registered office: 29 North Park Square, Ste.201, Marietta, Georgia 30060, United States 32. Registered office: Corporation Trust Centre, 1209 Orange Street, Wilmington, New Castle, Delaware 19801, United States 33. Registered office: 100 Quentin Roosevelt Blvd, PO Box 519, Garden City, New York 11530, United States 34. Registered office: Clarendon House, 2 Church Street, Hamilton HM11, Bermuda 35. Registered office: Crown House, 19 Par-la-Ville Road, Hamilton HM 08, Bermuda 36. Southwest ROOM, Floor 3, No. 2123 Pudong Avenue, China (Shanghai) Pilot Free Trade Zone (Bonded Area), Pudong District, Shanghai 236 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 46 Associates and joint ventures Associates are entities over which the group has significant influence but which it does not control. It is presumed that the group has significant influence where it has between 20% and 50% of the voting rights in the investee unless indicated otherwise. Joint ventures are entities where the group and other parties have joint control over their activities. The basis by which associates and joint ventures are consolidated in the group financial statements is outlined in the basis of preparation (Note 1). The group has the following significant holdings classified as associates and joint ventures which have been included as financial investments, investments in associates or investments in joint ventures. The gross assets of these companies are in part funded by borrowings which are non-recourse to the group. Investment type Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Year end reporting date 31-Dec 31-Dec 31-Mar 31-Dec 31-Dec 30-Sep 31-Dec 30-Jun 31-Dec 31-Dec 31-Dec 31-Dec 31-Mar 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 31-Mar 31-Dec 31-Dec 31-Dec 31-Dec 31-Dec 30-Jun Share class Units Partnership Ordinary Ordinary Units Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Units Units Units Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary – % of equity shares held by the group 50.9 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 49.9 49.5 45.4 42.5 40.0 36.0 35.4 33.0 33.0 33.0 25.0 23.0 20.0 20.0 13.6 7.5 – Company name Bracknell Property Unit Trust¹,² 245 Hammersmith Road Limited Partnership³ Country of incorporation Jersey Accounting treatment FVTPL England and Wales FVTPL Peel Holdings (Media) Limited4 England and Wales Equity Method Access Development Limited Partnership5 Central St Giles Unit Trust6 Bruntwood SciTech Limited7 Jersey Jersey Equity Method FVTPL England and Wales Equity Method Oxford University Property Development Limited8 England and Wales Equity Method CALA Evans Restoration Limited9 England and Wales Equity Method Winchburgh Developments (Holdings) Limited¹0 Scotland Equity Method Guild Living Limited³ Kao Data Limited¹¹ Salary Direct Holdings Limited¹² Smartr365 Finance Limited¹³ England and Wales FVTPL England and Wales FVTPL Jersey FVTPL England and Wales Equity Method Pemberton Asset Management Holdings Limited¹4 Jersey FVTPL Kensa Group Limited¹5 English Cities Fund³ Swandon Way Unit Trust5 Smugglers Way Unit Trust5 England and Wales FVTPL England and Wales FVTPL Jersey Jersey Equity Method Equity Method Newcastle Science Central Developments LLP¹6 England and Wales FVTPL NTR Wind Management Limited¹7 EDF Energy EV Limited¹8 Caresourcer Limited¹9 Household Capital Markets LLC²0 Current Health Limited²¹ Congencia Limited²² Ireland FVTPL England and Wales FVTPL Scotland Australia Scotland Equity Method Associate Equity Method Equity Method England and Wales Equity Method Sennen Finance Designated Activity Company²³ Ireland Equity Method Joint Venture 1. Bracknell Property Unit Trust is classified as a Joint Venture because the group does not control the entity. 2. Registered office: 40 Esplanade, St Helier, Jersey, JE2 3QB 3. Registered office: One Coleman Street, London, EC2R 5AA 4. Registered office: Peel Dome Intu Trafford Centre, Traffordcity, Manchester, United Kingdom, M17 8PL 5. Registered office: 11-15 Seaton Place, St Helier, JE4 0QH, Jersey 6. Registered office: Lime Grove House, Green Street, St Helier, JE1 2ST 7. Registered office: Union, Albert Square, Manchester, England, M2 6LW 8. Registered office: University Offices, Wellington Square, Oxford, United Kingdom, OX1 2JD 9. Registered office: Johnstone House, 52-54 Rose Street, Aberdeen, AB10 1HA 10. Registered office: Marathon House Olympic Business Park, Drybridge Road, Dundonald, Kilmarnock, United Kingdom, KA2 9AE 11. Registered office: Kao Data Campus, London Road, Harlow, United Kingdom, CM17 9NA 12. Registered office: 35-37 New Street, St Helier, JE2 3RA, Jersey 13. Registered office: 1 Queen Caroline Street, Hammersmith, London, United Kingdom, W6 9YN 14. Registered office: 44 Esplanade, St Helier, Jersey, JE4 9WG 15. Registered office: Mount Wellington, Fernsplatt, Chacewater, Truro, Cornwall, TR4 8RJ 16. Registered office: Finance and Planning, Newcastle University, King’s Gate, Newcastle Upon Tyne, United Kingdom, NE1 7RU 17. Registered office: Burton Court, Burton Hall Drive, Sandyford, Dublin, D18 Y2T8 18. Registered office: 28-42 Banner Street, London, England, EC1Y 8QE 19. Registered office: Citypoint, 3rd Floor, 65 Haymarket Terrace, Edinburgh, Scotland, EH12 5HD 20. Registered office: Level 12/1 Nicholson St, East Melbourne, VIC 3000 21. Registered office: 125 Princess Street, Edinburgh, EH2 4AD 22. Registered office: Biodata Innovation Centre, Wellcome Genome Campus, Hinxton, Cambridge, CB10 1DR 23. Registered office: 1-2 Victoria Buildings, Haddington Road, Dublin 4, D04 XN32, Ireland Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 237 Additional financial information continued 46 Associates and joint ventures continued (i) Financial information Summarised financial information for associates and joint ventures accounted for under the equity method is shown below: Current assets Non-current assets Current liabilities Non-current liabilities (Loss) / Profit from continuing operations – total (Loss) / Profit from continuing operations – group's share Total comprehensive income – total Total comprehensive income – group's share Associates 2020 £m 7 153 51 2 (20) (4) (20) (4) Joint ventures 2020 £m 213 1,233 145 766 (44) (24) (44) (24) Associates 2019 £m 3 125 61 – (18) (3) (18) (3) Joint ventures 2019 £m 179 1,260 171 702 43 20 43 20 The associates and joint ventures have no significant contingent liabilities to which the group is exposed. The group has no commitments to provide funding to associates and joint ventures other than the ones included in Note 41. (ii) Other significant holdings The group has the following other significant holdings which have been included as financial investments. Company name Bishopsgate Long Term Property Limited Partnership1 Country of incorporation Jersey Year end reporting date 31-Dec Share class Limited Partner % of equity shares held by the group 25.0 1. The net asset value at 31 December 2020 was £87.4m (2019: £93.7m) and the registered office is 12 Castle Street, St Helier, Jersey, JE2 3RT. 238 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 47 Interests in structured entities A structured entity is an entity that has been designed so that voting or similar rights are not the dominating factor in deciding who controls the entity, such as when voting rights might relate to administrative tasks only and the relevant activities are directed by means of contractual arrangement. The group has interests in investment vehicles which, depending upon their status, are classified as either consolidated or unconsolidated structured entities as described below: Investment funds, largely being unit trusts. • Debt securities, consisting of traditional asset backed securities, together with securitisation and debentures and Collateralised Debt. • Obligations (CDOs). • • Specialised investment vehicles, analysed between Irish Collective Asset-management Vehicles (ICAVs), Open Ended Investment Companies (OEICs), Societes d’Investissement a Capital Variables (SICAVs), Specialised Investment Funds (SIFs), Qualifying Investor Alternative Investment Fund (QIAIF) ICAVs, and Property unit trusts. All of the group’s holdings in the above vehicles are subject to the terms and conditions of the respective investment vehicle’s offering documentation and are susceptible to market price risk arising from uncertainties about future values of those investment vehicles. The investment manager makes investment decisions after extensive due diligence of the underlying investment vehicle, including consideration of its strategy and the overall quality of the underlying investment vehicle’s manager. All of the investment vehicles in the investment portfolio are managed by portfolio managers who are compensated by the respective investment vehicles for their services. Such compensation generally consists of an asset based fee and a performance related incentive fee, and is reflected in the valuation of the investment vehicles. (a) Interests in consolidated structured entities The group has determined that where it has control over an investment vehicle, that investment is a consolidated structured entity. The group has not provided, and has no intention to provide, financial or other support to any other structured entities which it does not consolidate. (b) Interests in unconsolidated structured entities As part of its investment activities, the group also invests in unconsolidated structured entities. As at 31 December 2020, the group’s interest in such entities reflected on the group’s Consolidated Balance Sheet and classified as financial investments held at fair value through profit or loss was £16,230m (2019: £15,784m). A summary of the group’s interests in unconsolidated structured entities is provided below: Debt securities Analysed as: Asset backed securities Securitisations and debentures CDOs Investment funds and Specialised Investment Vehicles Analysed as: Unit trusts Property limited partnerships Exchange traded funds ICAVs OEICs SICAVs QIAIF ICAVs SIFs Property unit trusts Total Financial investments 2020 £m Financial Investments 2019¹ £m 2,801 130 84 11,520 669 27 85 390 205 3 2 314 16,230 2,836 136 95 9,577 589 52 91 2,297 262 – 2 175 16,112 1. Following a change in accounting policy for LGIA universal life and annuities reserves, debt securities analysed as asset backed securities have been restated. Further details on the change in accounting policy are provided in Note 1 (iv). Additional financial information Legal & General Group Plc Annual Report and Accounts 2020 239 Additional financial information continued 47 Interests in structured entities continued (b) Interests in unconsolidated structured entities continued Management fees received for investments that the group manages also represent interests in unconsolidated structured entities, and the group always maintains an interest in those funds which it manages. Where the group does not manage the investments, its maximum exposure to loss is the carrying amount in the group Consolidated Balance Sheet. Where the group does manage these investments, the maximum exposure is the underlying balance sheet value, together with future management fees. The table below shows the assets under management of those structured entities which the group manages, together with investment management fees received from external parties. Investment funds Specialised Investment Vehicles Analysed as: OEICs SICAVs Property limited partnerships Other Total Investment management fees 2020 £m AUM 2020 £m 85,535 162 Investment management fees 2019 £m 137 AUM 2019 £m 61,161 487 1,158 4,363 13,213 104,756 1 2 20 16 479 980 4,149 9,269 201 76,038 1 1 21 18 178 No significant sponsorship has been provided to any of the above entities. The group has not, and has no intention, to provide any significant financial or other support to any other structured entities which it does not consolidate. In addition to the above, the group has an exposure of £316m (2019: £269m) related to special purpose vehicles classified as joint ventures and accounted for using the equity method, with a carrying value on the group Consolidated Balance Sheet as at 31 December 2020 of £nil (2019: £nil). 240 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Company financial statements Financial statements Company Balance Sheet As at 31 December 2020 Non-current assets Investments in subsidiaries Loans to subsidiaries Current assets Receivables Derivative assets Other financial investments Cash and cash equivalents Total assets Non-current liabilities Payables: amounts falling due after more than one year Current liabilities Payables: amounts falling due within one year Derivative liabilities Total liabilities Net assets Equity Share capital Share premium Revaluation reserve Capital redemption and other reserves Retained earnings Attributable to ordinary shareholders Restricted tier 1 convertible notes Total equity Notes 7 7 8 11 9 10 11 13 14 2020 £m 9,204 702 2019 £m 8,950 702 2,443 1,538 25 21 11 44 25 2 12,406 11,261 4,871 4,404 264 114 5,249 7,157 149 1,006 2,459 153 2,895 6,662 495 7,157 188 112 4,704 6,557 149 1,000 2,459 134 2,815 6,557 – 6,557 The notes on pages 243 to 247 form an integral part of these financial statements. The financial statements on pages 241 to 247 were approved by the directors on 9 March 2021 and were signed on their behalf by: Sir John Kingman Chairman Nigel Wilson Group Chief Executive Officer Stuart Jeffrey Davies Group Chief Financial Officer Company financial statements Legal & General Group Plc Annual Report and Accounts 2020 241 Company financial statements continued Company Statement of Changes in Equity Total equity £m 6,557 1,122 3 6 (15) 43 (1,048) 495 (6) 7,157 Total equity £m 6,584 946 12 8 (34) 39 (998) 6,557 For the year ended 31 December 2020 As at 1 January 2020 Profit for the financial year Net movement in cross-currency hedge Options exercised under share option schemes Shares vested and transferred from share-based payment reserve Employee scheme treasury shares: – Value of employee services Dividends Restricted tier 1 convertible notes Coupon payable in respect of restricted tier 1 convertible notes net of tax relief Called up share capital £m Share premium account £m Capital redemption reserve £m Hedging reserve £m Share-based payment reserve £m Revaluation reserve £m Retained earnings £m Total equity attributable to ordinary shareholders £m Restricted tier 1 convertible notes £m 149 1,000 17 32 85 2,459 – – – – – – – – – – 6 – – – – – – – – – – – – – 17 – 3 – – – – – – – – – (27) 43 – – – – – – – – – – – 2,815 1,122 6,557 1,122 – – 12 – 3 6 (15) 43 (1,048) (1,048) – (6) – (6) – – – – – – – 495 – 495 As at 31 December 2020 149 1,006 35 101 2,459 2,895 6,662 Called up share capital £m Share premium account £m Capital redemption reserve £m Hedging reserve £m Share-based payment reserve £m Revaluation reserve £m Retained earnings £m Total equity attributable to ordinary shareholders £m Restricted tier 1 convertible notes £m For the year ended 31 December 2019 As at 1 January 2019 Profit for the financial year Addition to hedging reserve: cross-currency hedge Options exercised under share option schemes Shares vested and transferred from share-based payment reserve Employee scheme treasury shares: – Value of employee services Dividends 149 992 – – – – – – – – 8 – – – 17 – – – – – – 20 – 12 – – – – As at 31 December 2019 149 1,000 17 32 81 – – – (35) 39 – 85 2,459 – – – – – – 2,459 2,866 946 6,584 946 – – 1 – (998) 2,815 12 8 (34) 39 (998) 6,557 – – – – – – – – 242 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements 1 Accounting policies Basis of preparation These financial statements have been prepared in accordance with the Companies Act 2006 as applicable to companies using Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101). The financial statements have been prepared under the historical cost convention, as modified by the revaluation of land and buildings and derivative financial assets and financial liabilities measured at fair value through profit and loss. There were no material critical accounting estimates used or judgements made by management in the preparation of these financial statements. The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101: • Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based Payment’ (details of the number and weighted-average exercise price of share options, and how the fair value of goods or services received was determined). • The requirement of paragraphs 91 to 99 of IFRS 13, ‘Fair Value Measurement’, where equivalent disclosures are included in the consolidated financial statements of the group. • The following paragraphs of IAS 1, ‘Presentation of Financial Statements’: – 10(d) (statement of cash flows) – 16 (a statement of compliance with all IFRS) – 38 in respect of paragraph 79(a)(iv) (outstanding shares comparative) – 38A (requirement for minimum of two primary statements, including cash flow statements) – 38B to D (additional comparative information) – 111 (cash flow statement information) – 134 to 136 (capital management disclosures). IAS 7, ‘Statement of Cash Flows’. IFRS 7, ‘Financial Instrument Disclosures’. • • • Paragraphs 30 and 31 of IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective). • The requirements in IAS 24, ‘Related Party Disclosures’ to disclose related party transactions entered into between two or more members of a group and key management compensation. The company’s financial statements have been prepared in compliance with Section 394 and 396 of the Companies Act 2006 adopting the exemption of omitting the income statement conferred by Section 408 of that Act. The company’s financial statements have been prepared on a going concern basis. See Note 1 of the Group consolidated financial statements for further information on the directors’ assessment of the going concern basis. Financial assets On initial recognition, financial assets are measured at fair value. Subsequently, they can be measured at amortised cost, fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVTPL). The classification depends on two criteria: (i) (ii) Their contractual cash flow characteristics (whether the cash flows represent ‘solely payments of principal and interest’ (SPPI)). The business model within which financial assets are managed; and A debt instrument is measured at amortised cost if it meets the following conditions: (i) (ii) The contractual terms of the financial asset result in cash flows that are solely payments of principal and interest on the principal amount It is held within a business model that has an objective to hold financial assets to collect contractual cash flows; and outstanding (SPPI). A debt security is measured at FVOCI if it meets the following conditions: (i) It is held for collection of contractual cash flows and for selling the financial assets; and (ii) The asset’s cash flows represent solely payments of principal and interest. Movements in the carrying amount are recognised in other comprehensive income except for the recognition of impairment gains or losses and interest revenue which are recognised in the income statement. When the financial asset is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to the income statement. Assets that are held at FVTPL include derivative assets which are held for trading (HFT) and financial assets that fail both the business model and SPPI tests. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in the income statement. The company has no equity instruments other than investments in subsidiaries. Loans and receivables are initially recognised at fair value and subsequently held at amortised cost using the effective interest method. Company financial statements Legal & General Group Plc Annual Report and Accounts 2020 243 Company financial statements continued 1 Accounting policies continued Impairment For financial assets held at amortised cost or FVOCI the company reviews the carrying value of its assets at each balance sheet date. For such assets, the company determines forward looking expected credit losses (ECL), based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the company expects to receive. The shortfall is then discounted at an approximation to the asset’s original effective interest rate. The company measures loss allowance at an amount equal to lifetime ECLs, except for debt securities that are determined to have low credit risk at the reporting date and other debt securities for which credit risk has not increased significantly since initial recognition. In these cases, ECLs are based on the 12-month ECL, which is the ECL that results from a possible default up to 12 months after the reporting date. The company uses relevant quantitative and qualitative information and analysis based on historical experience, and informed credit assessment including forward-looking information in order to evaluate the credit-worthiness of each security at each reporting date, to determine whether a significant increase in credit risk since origination occurred. Should this be the case, the allowance will be based on the lifetime ECL. ECLs are calculated by considering the probability of default (PD), the loss given default (LGD) and the exposure at default (EAD). The PD is determined by reference to third party information on available companies, or using qualitative information available to the company, and depends on whether a financial asset requires determination of a 12-month ECL or lifetime ECL. The LGD is determined with reference to any exposure reducing instruments such as collateral or liquid assets that the counterparty may have. The EAD is determined as the amount of the loan balance outstanding at the reporting date. Investment income Investment income includes dividends and interest. Dividends receivable from group companies are recognised in the period in which the dividends are declared and approved at the general meeting or paid. Interest income is recognised using the effective interest method. Distributions Dividend distribution to the company’s shareholders is recognised as a liability in the period in which the dividends are authorised and are no longer at the discretion of the company. Interest expense Interest expense reflects the underlying cost of borrowing, based on the effective interest method and includes payments and receipts made under derivative instruments which are amortised over the interest period to which they relate. Investment in subsidiary undertakings Investments in subsidiaries are held at cost less accumulated impairment losses. Derivative financial instruments The company’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates. The company uses derivatives such as foreign exchange forward contracts and interest rate swap contracts to hedge these exposures. Changes in the fair value of any derivative instruments are recognised immediately in the income statement. Borrowings Borrowings are recognised initially at fair value, net of transaction costs. Borrowings classified as liabilities are subsequently stated at amortised cost. The difference between the net proceeds and the redemption value is recognised in the income statement over the borrowing period using the effective interest method. Deferred tax Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A net deferred tax asset is recognised as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying timing differences can be deducted. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on an undiscounted basis. Deferred tax is recognised in respect of the retained earnings of overseas subsidiaries only to the extent that, at the balance sheet date, dividends have been accrued as receivable or a binding agreement to distribute past earnings in future periods has been entered into by the subsidiary. Foreign currencies Transactions denominated in foreign currencies are translated into sterling at the rates of exchange prevailing at the time of the transactions. Monetary assets and liabilities expressed in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Non-monetary items are maintained at historic rates. Exchange gains or losses are recognised in the income statement. 244 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements Financial statements Pension costs The company participates in the group defined benefit schemes which are recognised on the Balance Sheet of Legal & General Resources Limited. These are multi-employer defined benefit schemes for which the company’s share of the underlying assets and liabilities cannot be separately identified. Therefore the company’s cost of participation has been treated as that of a defined contribution scheme for reporting purposes. In addition to these schemes the company also contributes to defined contribution schemes. The company charges the costs of its pension schemes against profit as incurred. Any difference between the cumulative amounts charged against profits and contribution amounts paid is included as a provision or prepayment in the balance sheet. The assets of the defined benefit schemes and the defined contribution schemes are held in separate trustee administered funds, which have been subject to regular valuation every three years and updated by formal reviews at reporting dates by qualified actuaries. Share-based payments The company operates a number of share-based payment plans on behalf of its subsidiaries. The fair value of the equity instruments granted is spread over the vesting period of the instrument and treated as a capital contribution to the respective subsidiary. The total capital contribution is determined by reference to the fair value of the awards, excluding the impact of any non-market vesting conditions. The capital contribution to the subsidiaries is accounted for as an increase in the investment in the parent company’s financial statements. At each balance sheet date, the company revises its estimate of the number of equity instruments which are expected to become exercisable. It recognises the impact of the revision of original estimate, if any, in the cost of the investment in the subsidiary and a corresponding adjustment is made to equity over the remaining vesting period. On vesting or exercise, the difference between the accumulated capital contribution and the actual cost to the company is transferred to retained earnings. Where new shares are issued, the proceeds received are credited to share capital and share premium. Any capital contribution is subsequently recharged to the respective subsidiary as incurred and the corresponding cost of investment is reduced. 2 Dividends Ordinary dividends paid and charged to equity in the year: • Final 2018 dividend paid in June 2019 • Interim 2019 dividend paid in September 2019 • Final 2019 dividend paid in June 2020 • Interim 2020 dividend paid in September 2020 Total dividends Ordinary share dividend proposed1 1. The dividend proposed has not been included as a liability in the balance sheet. Dividend 2020 £m Per share 2020 p Dividend 2019 £m Per share 2019 p – – 754 294 1,048 754 – – 12.64 4.93 17.57 12.64 704 294 – – 998 753 11.82 4.93 – – 16.75 12.64 3 Directors’ emoluments and other employee information Full disclosures of Legal & General Group Plc directors’ emoluments are contained within those parts of the Directors’ Report on Remuneration which are described as having been audited. At 31 December 2020 there were no remuneration payments outstanding with directors of the company (2019: £nil). The company has no other employees (2019: nil). 4 Pensions The company participates in the following pension schemes in the UK, which are operated by the group: • Legal & General Group Personal Pension Plan. • Legal & General Staff Stakeholder Pension Scheme. • Legal & General Group UK Pension and Assurance Fund (the Fund). The Fund was closed to new members from January 1995; the latest triennial valuation at 31 December 2018 was completed on 1 July 2020. • Legal & General Group UK Senior Pension Scheme (the Scheme). The Scheme was, with a few exceptions (principally transfers from the Fund), closed to new members from August 2000 and finally closed to new members from April 2007; the latest triennial valuation at 31 December 2018 was completed on 1 July 2020. These schemes operate within the UK pensions’ regulatory framework. There were no contributions prepaid or outstanding at either 31 December 2020 or 31 December 2019 in respect of these schemes. The Fund and Scheme were closed to future accrual on 31 December 2015. The sponsoring employer is Legal & General Resources Limited and a deficit in respect of these schemes for the year ended 31 December 2020 of £70m (2019: £115m) is recognised on that company’s Balance Sheet. Further information is given in Note 24 of the group’s consolidated financial statements. Company financial statements Legal & General Group Plc Annual Report and Accounts 2020 245 Company financial statements continued 5 Share-based payments The full disclosures required by IFRS 2 ‘Share-based Payment’ are provided in the group’s consolidated financial statements (Note 35). The total expense retained by the company in relation to share-based payments was £nil (2019: £nil). 6 Auditor’s remuneration Remuneration receivable by the company’s auditor for the audit of the company’s financial statements is not presented. The group’s consolidated financial statements disclose the aggregate remuneration receivable by the company’s auditor for the audit of the group’s financial statements, which include the company’s financial statements (Note 33). The disclosure of fees payable to the auditor and its associates for other (non-audit) services has not been made because the group’s consolidated financial statements are required to disclose such fees on a consolidated basis. 7 Non-current assets As at 1 January Additions1 Transfer (to)/from current assets As at 31 December Investments in subsidiaries 2020 £m Loans to subsidiaries 2020 £m 8,950 254 – 9,204 702 – – 702 Total 2020 £m 9,652 254 – 9,906 Investments in subsidiaries 2019 £m Loans to subsidiaries 2019 £m 8,465 485 – 8,950 714 – (12) 702 1. Additions represent capital injections into group undertakings. Full disclosure of the company’s investments in subsidiary undertakings is contained in Note 45 of the Group’s consolidated financial statements. Total 2019 £m 9,179 485 (12) 9,652 2019 £m 1,372 73 9 84 2020 £m 2,255 75 32 81 2,443 1,538 8 Receivables Amounts owed by group undertakings1 Corporation tax Deferred tax Other debtors Receivables 1. Amounts owed by group undertakings are repayable at the request of either party and include a £1,768m (2019: £1,100m) interest bearing balance with a current interest rate of LIBOR-12.5 bps, floored at zero. 9 Payables: amounts falling due after more than one year Subordinated borrowings Amounts owed to group undertakings1 Payables: amounts falling due after more than one year Note 12 2020 £m 3,959 912 4,871 2019 £m 3,492 912 4,404 1. Amounts owed to group undertakings falling due after more than one year are unsecured and include £901m (2019: £901m) of interest bearing balances with current interest rates between 2.39% and 6.12% (2019: 2.39% and 6.12%). 10 Payables: amounts falling due within one year Amounts owed to group undertakings1 Accrued interest on subordinated borrowings Other payables Payables: amounts falling due within one year 1. Amounts owed to group undertakings falling due within one year are interest free and repayable at the request of either party. Note 12 2020 £m 140 41 83 264 2019 £m 99 37 52 188 246 Legal & General Group Plc Annual Report and Accounts 2020 Financial statements 11 Derivative assets and liabilities Currency swap contracts – held for trading Derivative assets and liabilities Currency swap contracts – held for trading Derivative assets and liabilities Financial statements Fair values Assets 2020 £m 25 25 Liabilities 2020 £m 114 114 Fair values Assets 2019 £m 44 44 Liabilities 2019 £m 112 112 The descriptions of each type of derivative are given in Note 13 of the group’s consolidated financial statements. 12 Borrowings Subordinated borrowings2 10% Sterling subordinated notes 2041 (Tier 2) 5.5% Sterling subordinated notes 2064 (Tier 2) 5.375% Sterling subordinated notes 2045 (Tier 2) 5.25% US Dollar subordinated notes 2047 (Tier 2) 5.55% US Dollar subordinated notes 2052 (Tier 2) 5.125% Sterling subordinated notes 2048 (Tier 2) 3.75% Sterling subordinated notes 2049 (Tier 2) 4.5% Sterling subordinated notes 2050 (Tier 2) Total subordinated borrowings Carrying amount 20201 £m Coupon rate 2020 % 313 589 604 628 369 400 598 499 4,000 10.00 5.50 5.38 5.25 5.55 5.13 3.75 4.50 Fair value 20201 £m 329 813 714 703 411 484 662 587 4,703 Carrying amount 20191 £m Coupon rate 2019 % 312 589 603 648 380 399 598 – 3,529 10.00 5.50 5.38 5.25 5.55 5.13 3.75 – Fair value 20191 £m 353 726 691 704 405 459 613 – 3,951 Includes accrued interest on subordinated borrowings of £41m (2019: £37m). 1. 2. Further details on the Subordinated borrowings of the company are provided in Note 23 of the group’s consolidated financial statements. 13 Share capital and share premium A summary of the company’s ordinary share capital, share premium and options over the company’s ordinary share capital are disclosed in Note 36 of the group’s consolidated financial statements. 14 Restricted tier 1 convertible notes On 24 June 2020, Legal & General Group Plc issued £500m of 5.625% perpetual restricted tier 1 contingent convertible notes. The notes are callable at par between 24 March 2031 and 24 September 2031 (the First Reset Date) inclusive and every five years after the First Reset Date. If not called, the coupon from 24 September 2031 will be reset to the prevailing five year benchmark gilt yield plus 5.378%. The notes have no fixed maturity date. Optional cancellation of coupon payments is at the discretion of the issuer and mandatory cancellation is upon the occurrence of certain conditions. The tier 1 notes are therefore treated as equity and the coupon payment of £7m is recognised directly in equity. The notes rank junior to all other liabilities and senior to equity attributable to shareholders. On the occurrence of certain conversion trigger events the notes are convertible into ordinary shares of the Issuer at the prevailing conversion price. The notes are treated as restricted tier 1 own funds for Solvency II purposes. Company financial statements Legal & General Group Plc Annual Report and Accounts 2020 247 Directors’ report The Directors’ report required under the Companies Act 2006 comprises this Directors’ report, and certain other disclosures in the Strategic Report and the Notes to the group consolidated financial statements, including: • An outline of important events that have occurred during the year (pages 20 to 39). • An indication of likely future developments (pages 20 to 39). • Employee engagement (pages 53 to 54). • Post-balance sheet events (Note 44). • Directors’ biographies (pages 58 to 59). • Workforce engagement (page 69). • Stakeholders (pages 10 to 11). • Section 172 statement (pages 64 to 67). • The Board’s activities in relation to assessing and monitoring culture (page 76). Articles of Association The company’s Articles of Association may only be amended by a special resolution at a general meeting of shareholders. The Company’s Articles of Association were last amended at its Annual General Meeting held on 26 May 2016. Conflicts of interest In accordance with the Companies Act 2006, the Board has adopted a policy and procedure for the disclosure and authorisation (if appropriate) of conflicts of interest, and these have been followed during 2020. Powers of directors The directors (as detailed on pages 58 and 59) may exercise all powers of the company subject to applicable legislation and regulation and the company’s Articles of Association. Appointment and replacement of directors With regards to the appointment and replacement of directors, the company is governed by its Articles of Association, the Companies Act 2006 and related legislation. Directors may be appointed by an ordinary resolution of the company or by the Board, in each case subject to the provisions of the company’s Articles of Association. The company may, by way of special resolution, remove any director before the expiration of his or her period of office. The company’s Articles of Association (in line with the UK Corporate Governance Code) require all the directors to retire from office at each Annual General Meeting of the company. Share capital As at 31 December 2020, the company’s issued share capital comprised 5,967,358,713 ordinary shares each with a nominal value of 2.5 pence. Details of the ordinary share capital can be found in Note 36 to the group consolidated financial statements. At the 2020 AGM, the company was granted authority by shareholders to purchase up to 596,555,907 ordinary shares, being 10% of the issued share capital of the company as at 31 March 2020. In the year to 31 December 2020, no shares were purchased by the company. This authority will expire at the 2021 AGM. As such, a resolution is proposed in the Notice of AGM seeking shareholder approval to renew this authority. At the 2020 AGM, the directors were given the power to allot shares up to an amount of £49,712,992, being 33% of the issued share capital of the company as at 31 March 2020. This authority will also expire at the 2021 AGM. As such, a resolution is proposed in the Notice of AGM seeking shareholder approval to renew this authority. Further resolutions are proposed, as set out in the Notice of AGM, that will, if approved by shareholders, authorise the directors to issue shares up to the equivalent of 10% of the company’s issued share capital as at 31 March 2021 for cash without offering the shares first to existing shareholders in proportion to their holdings. Detailed explanatory notes to these resolutions are set out in the Notice of AGM. Other than the above, the directors have no current intention of issuing further share capital and no issue will be made which would effectively alter control of the company without prior approval of shareholders in a general meeting. Interests in voting rights Information on major interests in shares provided to the company under the Disclosure Guidance and Transparency Rules (DTR) of the UK Listing Authority is published via a Regulatory Information Service and on the company’s website: legalandgeneralgroup.com. As at 31 December 2020, the company had been advised of the following significant direct and indirect interests in the issued share capital of the company: Number of ordinary shares of 2.5p Total interest in issued share capital % of capital1 BlackRock Inc. 298,315,445 5.00 Indirect 1. Using the voting rights figure as at 31 December 2020, as announced to the London Stock Exchange on 4 January 2021, of 5,967,358,713. No material changes to the interests have been disclosed between 31 December 2020 and 9 March 2021. Dividend The company may, by ordinary resolution in a general meeting, declare dividends in accordance with the respective rights of the members, but no dividend can exceed the amount recommended by the Board. The directors propose a final dividend for the year ended 31 December 2020 of 12.64 pence per ordinary share which, together with the interim dividend of 4.93 pence per ordinary share paid to shareholders on 24 September 2020, will make a total dividend for the year of 17.57 pence (2019: 17.57 pence). Subject to shareholder approval at the AGM, the final dividend will be paid on 27 May 2021 to shareholders on the share register on 16 April 2021 provided that the Board of directors may cancel payment of the dividend at any time prior to payment in accordance with the Articles of Association, if it considers it necessary to do so for regulatory capital purposes. Related party transactions Details of related party transactions are set out in Note 41 to the group consolidated financial statements. 248 Legal & General Group Plc Annual Report and Accounts 2020 Other information Other information Rights and obligations attaching to shares The rights and obligations relating to the company’s ordinary shares are set out in the Articles of Association. A copy of the Articles of Association can be requested from the Company Secretary at the company’s registered office. Holders of ordinary shares are entitled to attend, speak and vote at general meetings. In a vote on a show of hands, every member present in person or every proxy present, who has been duly appointed by a member, will have one vote and on a poll every member present in person or by proxy shall have one vote for every ordinary share held. These rights are subject to any special terms as to voting upon which any shares may be issued or may at the relevant time be held and to any other provisions of the company’s Articles of Association. Under the Companies Act 2006 and the Articles of Association, directors have the power to suspend voting rights and, in certain circumstances, the right to receive dividends in respect of shares where the holder of those shares fails to comply with a notice issued under section 793 of the Companies Act 2006. The Board can decline to register a transfer of any share which is not a fully paid share. In addition, registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules and where the number of joint holders exceeds four. The Board may also refuse to register the transfer of a certificated share unless: a) the instrument of transfer is duly stamped and is left at the company’s registered office or such other place as the Board may from time to time determine, accompanied by the certificate for the share to which it relates and such evidence as the Board may reasonably require to show the right of the transfer or to make the transfer. b) the instrument of transfer is in respect of only one class of share; and c) the number of joint holders does not exceed four. Subject to the provisions of the Companies Act 2006, all or any of the rights attaching to an existing class of shares may be varied from time to time, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of that class (excluding any treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. Shares acquired through the employee share plans rank equally with all other ordinary shares in issue. Zedra Trust Company (Guernsey) Limited, as trustee of the Legal & General Employees’ Share Ownership Trust, held 0.55% of the issued share capital of the company as at 8 March 2021 in trust for the benefit of the executive directors, senior executives and employees of the group. The trustee of Legal & General Employees’ Share Ownership Trust has waived the right of that trust to receive dividends on unallocated shares it holds. The voting rights in relation to these shares are exercised by the trustee. The trustee may vote or abstain from voting, or accept or reject any offer relating to shares, in any way it sees fit, without incurring any liability and without being required to give reasons for its decision. Under the rules of the Legal & General Group Employee Share Plan (the ‘Plan’), eligible employees are entitled to acquire shares in the company. Plan shares are held in trust for participants by Link Market Services Trustees Limited, which held 0.26% of the issued share capital of the company as at 8 March 2021. Voting rights are exercised by the trustees on receipt of the participants’ instructions. If a participant does not submit an instruction to the trustees, no vote is registered. In addition, the trustees do not vote on any unawarded shares held under the Plan as surplus assets. The company is not aware of any agreements between shareholders which may result in restrictions on the transfer of securities and/or voting rights. Change of control There are no agreements between the company and its directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) in the event of a takeover bid, except for those relating to normal notice periods. The rules of the company’s share plans contain provisions under which options and awards to participants, including executive directors, may vest on a takeover or change of control of the company or transfer of undertakings. The company has a committed £1 billion bank syndicated credit facility which is terminable if revised terms cannot be agreed with the syndicate of banks in a 30-day period following a change of control. As at 9 March 2021, the company has no borrowings under this facility. There are no change of control conditions in the terms of any of the company’s outstanding debt securities. The terms of the company’s agreements with its banking counterparties, under which derivative transactions are undertaken, include in some instances the provision for termination of transactions upon takeover/ merger depending on the rating of the merged entity. The company does not have any other committed banking arrangements, either drawn or undrawn, which incorporate any unilateral change of control conditions. Use of financial instruments Information on the group’s risk management process is set out on pages 40 to 47. More details on risk management and the financial instruments used are set out in Notes 16 to 18 of the group consolidated financial statements. Indemnities The company has agreed to indemnify, to the extent permitted by law, each of the directors against any liability incurred by a director in respect of acts or omissions arising in the course of their office. Qualifying pension scheme indemnities (as defined in section 235 of the Companies Act 2006) apply, to the extent permitted by law, to certain directors of the companies of the company’s pension schemes. The indemnities were in force throughout 2020 and remain so. Copies of the deeds containing the relevant indemnity are available for inspection at the company’s registered office and will also be available at the AGM. Requirements of Listing Rule 9.8.4 Information to be included in the annual report and accounts under Listing Rule 9.8.4 may be found as follows: Relevant Listing Rule LR 9.8.4R (12) LR 9.8.4R (13) Page 249 249 Political donations No political donations were made during 2020. Forward-looking statements The Directors’ report is prepared for the members of the company and should not be relied upon by any other party or for any other purpose. Where the Directors’ report includes forward-looking statements, these are made by the directors in good faith based on the information available to them at the time of their approval of this report. Such statements should be treated with caution due to the inherent uncertainties underlying such forward-looking statements. Insurance The company has arranged appropriate directors’ and officers’ liability insurance for directors. This is reviewed annually. Directors’ report Legal & General Group Plc Annual Report and Accounts 2020 249 Directors’ report continued Greenhouse gas disclosures (GHG) Global GHG emissions data tCO2e Emissions from Scope 1– Fuel – UK – International Scope 2 – Location – UK – International Of which, Scope 2 – Market Scope 3 – Business travel Scope 3 – Homeworking and serviced offices Jan–Dec 2020 Jan–Dec 2019 15,163 15,121 42 20,319 19,381 938 1,122 3,045 1,817 15,226 15,176 50 23,716 22,866 850 3,015 7,223 n/a Total CO2e (Scope 1, 2 and 3) 40,344 46,165 Fugitive emissions Intensity ratio: tCO2e emissions per employee 188 3.96 414 5.09 Global energy data Energy (MWh) Electricity – UK – International Gas – UK – International Total energy use Jan–Dec 2020 Jan–Dec 2019 75,793 2,988 53,694 229 89,765 3,186 53,130 274 132,704 146,335 Methodology We have reported on the emission sources required under the Companies Act 2006 Strategic Report and Directors’ Report Regulations 2013 and have followed the requirements of the Streamlined Energy & Carbon Reporting (SECR) framework. We have used the GHG Protocol Corporate Accounting and Reporting Standard to calculate our GHG emissions and applied the emission factors from the UK Government’s GHG Conversion Factors for Company Reporting 2020. Please refer to the Responsible Business section of this report, our accompanying TCFD report, as well as our Sustainability report and CDP Disclosure for an overview of the types of measures taken to manage and improve our management of energy. Disability We give full and fair consideration to applications for employment made by disabled persons. Our policies support the employment, promotion and career development of disabled persons, as well as supporting employees who become disabled during the course of their employment. We make reasonable adjustments, as required under the Equality Act 2010, for disabled employees, including seeking redeployment in the event that reasonable adjustments are not possible. We offer appropriate training, including training in relation to equality, and will make adjustments to this training where required. Independent auditors The company’s auditors have expressed their willingness to continue in office and the Audit Committee has recommended their reappointment to the Board. Resolutions to reappoint KPMG LLP as auditor to the company and to authorise the directors to determine their remuneration are proposed for the forthcoming AGM. Directors’ interests The Directors’ report on remuneration on pages 88 to 113 provides details of the interests of each director, including details of current incentive schemes and long-term incentive schemes, the interests of directors in the share capital of the company and details of their share interests, as at 9 March 2021. Annual General Meeting The Company intends to hold this year’s AGM on Thursday, 20 May 2021 at 10am at the Company’s offices at One Coleman Street, London, EC2R 5AA. Full details of the business to be considered at the meeting and any special arrangements that will be in place in light of the UK government’s prevailing restrictions regarding Covid-19 will be included in the Notice of Annual General Meeting. Statement of directors’ responsibilities The directors are responsible for preparing the Annual Report and Accounts (Group and parent company), including the Directors’ report on remuneration and the 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 the directors have prepared the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU), and the company financial statements in accordance with United Kingdom (UK) Generally Accepted Accounting Practice (GAAP) (UK Accounting Standards, comprising FRS 101 ‘Reduced Disclosures Framework’), and applicable law. 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 the company and of the profit or loss of the group and the company for that period. In preparing these financial statements, the directors are required to: • Select suitable accounting policies and then apply them consistently. • State whether they have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and, as regards the group financial statements, International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union (“IFRSs as adopted by the EU”). • Make judgements and accounting estimates that are reasonable, relevant, reliable and prudent. • Assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and • Use the going concern basis of accounting unless they either intend 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 group and the company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements and the Directors’ report on remuneration comply with the Companies Act 2006, as regards to the group financial statements and Article 4 of the IAS Regulation. They are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatements, whether due to fraud or error. The directors are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 250 Legal & General Group Plc Annual Report and Accounts 2020 Other information Other information Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. Group financial investments and investment property (Note 11), derivatives (Note 13), cash and cash equivalents (Note 15), asset risk (Note 7), market, credit and insurance risks (Notes 16 to 18) and borrowings (Note 23). The directors are responsible for the maintenance and integrity of the group’s and the company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the directors who held office at the date this report was approved, whose names and functions are listed in the Board of directors section, confirm that, to the best of their knowledge: • The company’s financial statements, which have been prepared in accordance with UK GAAP (UK Accounting Standards, comprising FRS 101 ‘Reduced Disclosures Framework’ and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the company. • The group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the group. • The Strategic report includes a fair review of the development and performance of the business and the position of the group and the company, together with a description of the principal risks and uncertainties that it faces. In line with IAS 1 ‘Presentation of financial statements’, and revised FRC guidance on ‘risk management, internal control and related financial and business reporting’, and as set out in the Basis of preparation (Note 1), management has taken into account all available information about the future for a period of at least, but not limited to, 12 months from the date of approval of the financial statements when assessing the Group’s ability to continue as a going concern. Details of the main risks affecting the group and how we manage and mitigate them are set out in ‘Managing risks’ on pages 40 to 47. Having assessed the main risks and other matters discussed in connection with the Group Board viability statement set out on page 43, in accordance with the 2018 UK Corporate Governance Code and the FRC guidance, the directors considered it appropriate to adopt the going concern basis of accounting when preparing the financial statements. The Directors’ report and Strategic report were approved by the Board, and signed on its behalf. By order of the Board Fair, balanced and understandable In accordance with the principles of the 2018 UK Corporate Governance Code, we have processes and procedures in place to ensure that the information presented in the annual report is fair, balanced and understandable. We describe these processes and procedures on page 83. G J Timms Company Secretary On the advice of the Audit Committee, the Board considers that the annual report, as a whole is fair, balanced and understandable, and provides the information necessary for shareholders to assess the group position, performance, business model and strategy. Critical accounting estimates, key judgements and significant accounting policies Our critical accounting estimates, key judgements and significant accounting policies conform with IFRS and are set out on page 135 of the consolidated financial statements. The directors have reviewed these policies and applicable estimation techniques and have confirmed them to be appropriate for the preparation of the 2020 consolidated financial statements. Disclosure of information to auditors As far as each of the directors in office at the date of this Directors’ Report is aware, there is no relevant audit information (as defined by section 418 (3) of the Companies Act 2006) of which the company’s auditors are unaware, and each such director has taken all the steps that he or she ought to have taken as a director to make himself or herself aware of any relevant audit information and to establish that the company’s auditors are aware of that information. Going concern The Strategic report on pages 1 to 55 of this report includes information on the group structure and business principles, the performance of the business areas, the impact of regulation and principal risks and uncertainties. The Group performance detailed on pages 16 to 18 includes information on the Group financial results, financial outlook, cash flow and balance sheet position. The consolidated financial statements include information on the Directors’ report Legal & General Group Plc Annual Report and Accounts 2020 251 Shareholder information Annual General Meeting The 2021 AGM will be held on Thursday, 20 May 2021 at 10am at the Company’s offices, One Coleman Street, London, EC2R 5AA. The AGM provides the Board with the opportunity to engage with shareholders. The Board regards the AGM as an important opportunity to communicate directly with private investors. Full details of the business to be considered at the meeting and any special arrangements that will be in place in light of the UK government’s prevailing restrictions regarding Covid-19 will be included in the Notice of Annual General Meeting. The Notice of Meeting and all other details for the AGM will be available at: legalandgeneralgroup. com (the website). Dividend information Dividend per share This year the directors are recommending the payment of a final dividend of 12.64 pence per share. If you add this to your interim dividend of 4.93 pence per share, the total dividend recommended for 2020 will be 17.57 pence per share (2019: 17.57 pence per share). The key dates for the payment of dividends are set out in the important dates section on page 253. Communications Internet Information about the company, including details of the current share price, is available on the website, legalandgeneralgroup.com. Investor relations Private investors should contact the Registrar with any queries. Institutional investors can contact the investor relations team by email: investor.relations@group.landg.com. Financial reports The company’s financial reports are available on the website. The Annual Report and Accounts are sent to those shareholders who have elected to receive paper copies. Alternatively, shareholders may elect to receive notification by email by registering on landgshareportal.com. If you receive more than one copy of our communications, it could be because you have more than one record on the share register. To avoid duplicate mailings, please contact the Registrar, who can arrange for your accounts to be amalgamated. Registrar Link Group is the Registrar and offers many services to make managing your shareholding easier and more efficient. Share Portal – www.landgshareportal.com The Share Portal is a secure online site where you can manage your shareholding quickly and easily. You can: • View your holding and get an indicative valuation. • Change your address. • Arrange to have dividends paid into your bank account. • Request to receive shareholder communications by email rather than post. • View your dividend payment history. • Make dividend payment choices. • Buy and sell shares and access a wealth of stock market news and information. • Register your proxy voting instruction. • Download a stock transfer form. To register for the Share Portal just visit www.landgshareportal.com. You will need your Investor Code, which can be found on your share certificate or by contacting Link. Customer support centre Alternatively, you can contact Link Customer Support Centre which is available to answer any queries you have in relation to your shareholding: By phone – 0371 402 3341* By email – landgshares@linkgroup.co.uk By post – Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL Sign up to electronic communications Help us save paper and get your shareholder information quickly and securely by signing up to receive your shareholder communications by email. Registering for electronic communications is very straightforward. Just visit www.landgshareportal.com. All you need is your Investor Code, which can be found on your share certificate or by contacting Link. Corporate sponsored nominee The corporate sponsored nominee allows you to hold shares in the company without the need for a share certificate and enables you to benefit from shorter market settlement periods. Individual shareholders hold their Legal & General shares in a nominee holding registered in the name of Link Market Services Trustees Limited. To join or obtain further information, contact the Registrar. You will be sent a booklet outlining the terms and conditions under which your shares will be held. Dividend payment options Re-invest your dividends Link’s Dividend Re-investment Plan offers a convenient way for shareholders to build up their shareholding by using dividend money to purchase additional shares. The plan is provided by Link Group, a trading name of Link Market Services Trustees Limited which is authorised and regulated by the Financial Conduct Authority. For more information and an application pack, please call 0371 402 3341.* Alternatively you can email landgshares@linkgroup.co.uk or log on to www.landgshareportal.com. It is important to remember that the value of shares and income from them can fall as well as rise and you may not recover the amount of money you invest. Past performance should not be seen as indicative of future performance. This arrangement should be considered as part of a diversified portfolio. Have your dividends paid to your bank account Once registered on the share portal, you can choose to receive your dividends directly to your bank account. Just select ‘dividend options’ and follow the simple instructions. By opting to receive your dividends electronically, your dividend will reach your bank account on the payment date and you won’t have the inconvenience of depositing a cheque. 252 Legal & General Group Plc Annual Report and Accounts 2020 Other information For further information contact Link By phone – UK – 0371 402 3341* By email – landgshares@linkgroup.co.uk Buy and sell shares A simple and competitively priced service to buy and sell shares is provided by Link Group. There is no need to pre-register and there are no complicated application forms to fill in. By visiting www.linksharedeal.com you can also access a wealth of stock market news and information free of charge. For further information on this service, or to buy and sell shares, visit linksharedeal.com or call 0371 664 0445.** This is not a recommendation to buy and sell shares and this service may not be suitable for all shareholders. The price of shares can go down as well as up and you are not guaranteed to get back the amount you originally invested. Terms, conditions and risks apply. Link Group is a trading name of Link Market Services Trustees Limited, which is authorised and regulated by the Financial Conduct Authority. * Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 9am to 5.30pm, Monday to Friday excluding public holidays in England and Wales. ** Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 8am to 4.30pm Monday to Friday excluding public holidays in England and Wales. Important dates: 15 April 2021 16 April 2021 6 May 2021 20 May 2021 27 May 2021 • Ex-dividend date (final dividend) • Record date • Last day for DRIP elections • Annual General Meeting • Payment of final dividend for 2020 (to members registered on 16 April 2021) 4 August 2021 • Half-year results 2021 12 August 2021 • Ex-dividend date (interim dividend) 13 August 2021 • Record date 20 September 2021 • Payment of interim dividend for 2021 (to members registered on 13 August 2021) Other information Share fraud warning Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, if you buy or sell shares in this way you will probably lose your money. How to avoid share fraud Have you been: • Contacted out of the blue. • Promised tempting returns and told the investment is safe. • Called repeatedly; or • Told the offer is only available for a limited time? If so, you might have been contacted by fraudsters. 1. Reject cold calls If you’ve been cold called with an offer to buy or sell shares, chances are it’s a high risk investment or a scam. You should treat the call with extreme caution. The safest thing to do is to hang up. 2. Check the firm on the FS register at fca.org.uk/register The Financial Services Register is a public record of all the firms and individuals in the financial services industry that are regulated by the FCA. 3. Get impartial advice Think about getting impartial financial advice before you hand over any money. Seek advice from someone unconnected to the firm that has approached you. If you suspect that you have been approached by fraudsters, please tell the FCA using the share fraud reporting form at fca.org.uk/ scamsmart where you can find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768. If you have lost money to investment fraud, you should report it to Action Fraud on 0300 123 2040 or online at actionfraud.police.uk. If you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation Scheme. Find out more at fca.org.uk/scamsmart. General information Capital gains tax: for the purpose of calculating UK capital gains tax, the market value on 31 March 1982 of each share was 7.996 pence after adjusting for the 1986 capitalisation issue and the 1996 and 1999 sub-divisions, but not reflecting any rights taken up under the 2002 rights issue. Close company provisions: The company is not a close company within the terms of the Corporation Tax Act 2010. Registered office: One Coleman Street, London EC2R 5AA. Registered in England and Wales, No. 01417162. Shareholder offer line: For details of shareholder offers on Legal & General products, call 0800 107 6830. Shareholder information Legal & General Group Plc Annual Report and Accounts 2020 253 Alternative Performance Measures An alternative performance measure (APM) is a financial measure of historic or future financial performance, financial position, or cash flows, other than a financial measure defined under IFRS or the regulations of Solvency II. APMs offer investors additional information on the company’s performance and the financial effect of ‘one-off’ events and the group uses a range of these metrics to provide a better understanding of its underlying performance. The APMs used by the group are listed in this section, along with their definition/explanation, their closest IFRS measure and reference to the reconciliations to those IFRS measures. Group adjusted operating profit Definition Group adjusted operating profit measures the pre-tax result excluding the impact of investment volatility, economic assumption changes and exceptional items. It therefore reflects longer term economic assumptions for the group’s insurance businesses and shareholder funds, except for LGC’s trading businesses (which reflects the IFRS profit before tax). Variances between actual and long-term expected investment return on traded and real assets are reported below group adjusted operating profit, as well as economic assumption changes (e.g. credit default and inflation) and any difference between the actual allocated asset mix and the target long-term asset mix on new pension risk transfer business. Group adjusted operating profit also excludes the yield associated with assets held for future new pension risk transfer business from the valuation discount rate. Exceptional income and expenses which arise outside the normal course of business in the period, such as mergers and acquisitions, disposals and start-up costs, are also excluded from group adjusted operating profit. Group adjusted operating profit was previously described as ‘operating profit’. In order to maintain a consistent understanding of the group’s performance the term ‘operating profit’ will continue to be used throughout the annual report and accounts as a substitute for group adjusted operating profit. Closest IFRS measure Profit before tax attributable to equity holders. Reconciliation Note 2 – Supplementary operating profit information – section (i). Return on Equity (ROE) Definition ROE measures the return earned by shareholders on shareholder capital retained within the business. ROE is calculated as IFRS profit after tax divided by average IFRS shareholders’ funds (by reference to opening and closing shareholders’ funds as provided in the IFRS Consolidated Statement of Changes in Equity for the year). Closest IFRS measure Calculated using: • Profit attributable to equity holders • Equity attributable to owners of the parent Reconciliation Calculated using profit attributable to equity holders of £1,607m (2019: £1,834m) and average equity attributable to the owners of the parent of £9,270m (2019: £8,974m). Assets under Management Definition Funds which are managed by our fund managers on behalf of investors. It represents the total amount of money investors have trusted with our fund managers to invest across our investment products. Closest IFRS measures • Financial investments • Investment property • Cash and cash equivalents Reconciliation Note 40- Reconciliation of Assets under management to Consolidated Balance Sheet financial investments, investment property and cash and cash equivalents. Net release from operations Definition Release from operations plus new business surplus/(strain). Net release from operations was previously referred to as net cash, and includes the release of prudent margins from the back book, together with the premium received less the setup of prudent reserves and associated acquisition costs for new business. Closest IFRS measure Profit before tax attributable to equity holders. Reconciliation Note 2 – Supplementary operating profit information – sections (i) and (ii). Adjusted profit before tax attributable to equity holders Definition The APM measures profit before tax attributable to shareholders incorporating actual investment returns experienced during the year and the pre-tax results of discontinued operations. Closest IFRS measure Profit before tax attributable to equity holders. Reconciliation Note 2 – Supplementary operating profit information – section (i). 254 Legal & General Group Plc Annual Report and Accounts 2020 Other information Glossary Other information * These items represent an alternative performance measure (APM) CAGR Compound annual growth rate. Ad valorem fees Ongoing management fees earned on assets under management, overlay assets and advisory assets as defined below. Adjusted profit before tax attributable to equity holders* Refer to the alternative performance measures section. Advisory assets These are assets on which Global Index Advisors (GIA) provide advisory services. Advisory assets are beneficially owned by GIA’s clients and all investment decisions pertaining to these assets are also made by the clients. These are different from Assets under Management (AUM) defined below. Alternative performance measures (APMs) An alternative performance measure is a financial measure of historic or future financial performance, financial position, or cash flows, other than a financial measure defined under IFRS or the regulations of Solvency II. Annual premium Premiums that are paid regularly over the duration of the contract such as protection policies. Annuity Regular payments from an insurance company made for an agreed period of time (usually up to the death of the recipient) in return for either a cash lump sum or a series of premiums which the policyholder has paid to the insurance company during their working lifetime. Assets under administration (AUA) Assets administered by Legal & General which are beneficially owned by clients and are therefore not reported on the Consolidated Balance Sheet. Services provided in respect of assets under administration are of an administrative nature, including safekeeping, collecting investment income, settling purchase and sales transactions and record keeping. Assets under management (AUM)* Refer to the alternative performance measures section. Credit rating A measure of the ability of an individual, organisation or country to repay debt. The highest rating is usually AAA and the lowest Unrated. Ratings are usually issued by a credit rating agency (e.g. Moody’s or Standard & Poor’s) or a credit bureau. Deduction and aggregation (D&A) A method of calculating group solvency on a Solvency II basis, whereby the assets and liabilities of certain entities are excluded from the group consolidation. The net contribution from those entities to group Own Funds is included as an asset on the group’s Solvency II balance sheet. Regulatory approval has been provided to recognise the (re)insurance subsidiaries of LGI US on this basis. Defined benefit pension scheme (DB scheme) A type of pension plan in which an employer/sponsor promises a specified monthly benefit on retirement that is predetermined by a formula based on the employee’s earnings history, tenure of service and age, rather than depending directly on individual investment returns. Defined contribution pension scheme (DC scheme) A type of pension plan where the pension benefits at retirement are determined by agreed levels of contributions paid into the fund by the member and employer. They provide benefits based upon the money held in each individual’s plan specifically on behalf of each member. The amount in each plan at retirement will depend upon the investment returns achieved and on the member and employer contributions. Derivatives Derivatives are not a separate asset class but are contracts usually giving a commitment or right to buy or sell assets on specified conditions, for example on a set date in the future and at a set price. The value of a derivative contract can vary. Derivatives can generally be used with the aim of enhancing the overall investment returns of a fund by taking on an increased risk, or they can be used with the aim of reducing the amount of risk to which a fund is exposed. Back book acquisition New business transacted with an insurance company which allows the business to continue to utilise Solvency II transitional measures associated with the business. Direct investments Direct investments, which generally constitute an agreement with another party, represent an exposure to untraded and often less volatile asset classes. Direct investments also include physical assets, bilateral loans and private equity, but exclude hedge funds. Bundled DC solution Where investment and administration services are provided to a scheme by the same service provider. Typically, all investment and administration costs are passed onto the scheme members. Bundled pension schemes Where the fund manager bundles together the investment provider role and third-party administrator role, together with the role of selecting funds and providing investment education, into one proposition. Dividend cover Dividend cover measures how many times over the net release from operations in the year could have paid the full year dividend. For example, if the dividend cover is 3, this means that the net release from operations was three times the amount of dividend paid out. Earnings per share (EPS) EPS is a common financial metric which can be used to measure the profitability and strength of a company over time. It is the total shareholder profit after tax divided by the number of shares outstanding. EPS uses a weighted average number of shares outstanding during the year. Glossary Legal & General Group Plc Annual Report and Accounts 2020 255 Glossary continued Eligible Own Funds Eligible Own Funds represents the capital available to cover the group’s Solvency II Capital Requirement. Eligible Own Funds comprise the excess of the value of assets over liabilities, as valued on a Solvency II basis, plus high quality hybrid capital instruments, which are freely available (fungible and transferable) to absorb losses wherever they occur across the group. Eligible Own Funds (shareholder view basis) excludes the contribution to the group’s solvency capital requirement of with-profits funds and final salary pension schemes. Employee satisfaction index The Employee satisfaction index measures the extent to which employees report that they are happy working at Legal & General. It is measured as part of our Voice surveys, which also include questions on commitment to the goals of Legal & General and the overall success of the company. International financial reporting standards (IFRS) These are accounting guidelines and rules that companies and organisations follow when completing financial statements. They are designed to enable comparable reporting between companies, and they are the standards that all publicly listed groups in the UK are required to use. Key performance indicators (KPIs) These are measures by which the development, performance or position of the business can be measured effectively. The group Board reviews the KPIs annually and updates them where appropriate. LGA Legal & General America. LGAS Legal and General Assurance Society Limited. ETF LGIM’s European Exchange Traded Fund platform. Euro Commercial paper Short-term borrowings with maturities of up to 1 year typically issued for working capital purposes. LGC Legal & General Capital. LGI Legal & General Insurance. FVTPL Fair value through profit or loss. A financial asset or financial liability that is measured at fair value in the Consolidated Balance Sheet reports gains and losses arising from movements in fair value within the Consolidated Income Statement as part of the profit or loss for the year. LGI new business New business arising from new policies written on retail protection products and new deals and incremental business on group protection products. Full year dividend Full year dividend is the total dividend per share declared for the year (including interim dividend but excluding, where appropriate, any special dividend). Generally accepted accounting principles (GAAP) These are a widely accepted collection of guidelines and principles, established by accounting standard setters and used by the accounting community to report financial information. Gross written premiums (GWP) GWP is an industry measure of the life insurance premiums due and the general insurance premiums underwritten in the reporting period, before any deductions for reinsurance. Group adjusted operating profit* Refer to the alternative performance measures section. ICAV – Irish Collective Asset-Management Vehicle A legal structure investment fund, based in Ireland and aimed at European investment funds looking for a simple, tax-efficient investment vehicle. Index tracker (passive fund) Index tracker funds invest in most or all of the same shares, and in a similar proportion, as the index they are tracking, for example the FTSE 100 index. Index tracker funds aim to produce a return in line with a particular market or sector, for example, Europe or technology. They are also sometimes known as ‘tracker funds’. LGIA Legal & General Insurance America. LGIM Legal & General Investment Management. LGR Legal & General Retirement, which includes Legal & General Retirement Institutional (LGRI) and Legal & General Retirement Retail (LGRR). LGR new business Single premiums arising from annuity sales and back book acquisitions (including individual annuity and pension risk transfer), the volume of lifetime mortgage lending and the notional size of longevity insurance transactions, based on the present value of the fixed leg cash flows discounted at the LIBOR curve. Liability driven investment (LDI) A form of investing in which the main goal is to gain sufficient assets to meet all liabilities, both current and future. This form of investing is most prominent in final salary pension plans, whose liabilities can often reach into billions of pounds for the largest of plans. Lifetime mortgages An equity release product aimed at people aged 60 years and over. It is a mortgage loan secured against the customer’s house. Customers do not make any monthly payments and continue to own and live in their house until they move into long-term care or on death. A no negative equity guarantee exists such that if the house value on repayment is insufficient to cover the outstanding loan, any shortfall is borne by the lender. 256 Legal & General Group Plc Annual Report and Accounts 2020 Other information Other information Matching adjustment An adjustment to the discount rate used for annuity liabilities in Solvency II balance sheets. This adjustment reflects the fact that the profile of assets held is sufficiently well-matched to the profile of the liabilities, that those assets can be held to maturity, and that any excess return over risk-free (that is not related to defaults) can be earned regardless of asset value fluctuations after purchase. Mortality rate Rate of death, influenced by age, gender and health, used in pricing and calculating liabilities for future policyholders of life and annuity products, which contain mortality risks. Net release from operations* Refer to the alternative performance measures section. New business surplus/strain The net impact of writing new business on the IFRS position, including the benefit/cost of acquiring new business and the setting up of reserves, for UK non profit annuities, workplace savings, protection and savings, net of tax. This metric provides an understanding of the impact of new contracts on the IFRS profit for the year. Open architecture Where a company offers investment products from a range of other companies in addition to its own products. This gives customers a wider choice of funds to invest in and access to a larger pool of money management professionals. Overlay assets Overlay assets are derivative assets that are managed alongside the physical assets held by LGIM. These instruments include interest rate swaps, inflation swaps, equity futures and options. These are typically used to hedge risks associated with pension scheme assets during the derisking stage of the pension life cycle. Pension risk transfer (PRT) PRT represents bulk annuities bought by entities that run final salary pension schemes to reduce their responsibilities by closing the schemes to new members and passing the assets and obligations to insurance providers. Platform Online services used by intermediaries and consumers to view and administer their investment portfolios. Platforms usually provide facilities for buying and selling investments (including, in the UK products such as Individual Savings Accounts (ISAs), Self-Invested Personal Pensions (SIPPs) and life insurance) and for viewing an individual’s entire portfolio to assess asset allocation and risk exposure. Present value of future new business premiums (PVNBP) PVNBP is equivalent to total single premiums plus the discounted value of annual premiums expected to be received over the term of the contracts using the same economic and operating assumptions used for the new business value at the end of the financial period. The discounted value of longevity insurance regular premiums and quota share reinsurance single premiums are calculated on a net of reinsurance basis to enable a more representative margin figure. PVNBP therefore provides an estimate of the present value of the premiums associated with new business written in the year. Purchased interest in long-term business (PILTB) An estimate of the future profits that will emerge over the remaining term of life and pensions policies that have been acquired via a business combination. Real assets Real assets encompass a wide variety of tangible debt and equity investments, primarily real estate, infrastructure and energy. They have the ability to serve as stable sources of long-term income in weak markets, while also providing capital appreciation opportunities in strong markets. Release from operations The expected release of IFRS surplus from in-force business for the UK non profit Insurance and Savings and LGR businesses, the shareholder’s share of bonuses on with-profits business, the post-tax operating profit on other UK businesses, including the medium term expected investment return on LGC invested assets, and dividends remitted from LGA. Release from operations was previously referred to as operational cash generation. Retirement Interest Only Mortgages A Retirement Interest Only (RIO) mortgage is a standard retirement mortgage available for non-commercial borrowers above 55 years old. A RIO mortgage is very similar to a standard interest-only mortgage, with two key differences: • The loan is usually only paid off on death, move into long-term care or sale of the house • The borrowers only have to prove they can afford the monthly interest repayments and not the capital remaining at the end of the mortgage term No repayment solution is required as repayment defaults to sale of property. Return on Equity (ROE)* Refer to the alternative performance measures section. Risk appetite The aggregate level and types of risk a company is willing to assume in its exposures and business activities in order to achieve its business objectives. Single premiums Single premiums arise on the sale of new contracts where the terms of the policy do not anticipate more than one premium being paid over its lifetime, such as in individual and bulk annuity deals. Solvency II The Solvency II regulatory regime is a harmonised prudential framework for insurance firms in the EEA. This single market approach is based on economic principles that measure assets and liabilities to appropriately align insurers’ risk with the capital they hold to safeguard the policyholders’ interest. Solvency II capital coverage ratio The Eligible Own Funds on a regulatory basis divided by the group solvency capital requirement. This represents the number of times the SCR is covered by Eligible Own Funds. Solvency II capital coverage ratio (proforma basis) The proforma basis Solvency II SCR coverage ratio incorporates the impacts of a recalculation of the Transitional Measures for Technical Provisions and the contribution of with-profits funds and our defined benefit pension schemes in both Own Funds (2019 only) and the SCR in the calculation of the SCR coverage ratio. Glossary Legal & General Group Plc Annual Report and Accounts 2020 257 Unbundled DC solution When investment services and administration services are supplied by separate providers. Typically the sponsoring employer will cover administration costs and scheme members the investment costs. With-profits funds Individually identifiable portfolios where policyholders have a contractual right to receive additional benefits based on factors such as the performance of a pool of assets held within the fund, as a supplement to any guaranteed benefits. An insurer may either have discretion as to the timing of the allocation of those benefits to participating policyholders or may have discretion as to the timing and the amount of the additional benefits. Yield A measure of the income received from an investment compared to the price paid for the investment. It is usually expressed as a percentage. Glossary continued Solvency II capital coverage ratio (shareholder view basis) In order to represent a shareholder view of group solvency position, the contribution of with-profits funds (2019 and prior years) and our defined benefit pension schemes are excluded from both, the group’s Own Funds and the group’s solvency capital requirement, by the amount of their respective solvency capital requirements, in the calculation of the SCR coverage ratio. This incorporates the impacts of a recalculation of the Transitional Measures for Technical Provisions based on end of period economic conditions. The shareholder view basis does not reflect the regulatory capital position as at 31 December 2020. This will be submitted to the PRA in May 2021. Solvency II new business contribution Reflects present value at the point of sale of expected future Solvency II surplus emerging from new business written in the period using the risk discount rate applicable at the end of the reporting period. Solvency II risk margin An additional liability required in the Solvency II balance sheet, to ensure the total value of technical provisions is equal to the current amount a (re)insurer would have to pay if it were to transfer its insurance and reinsurance obligations immediately to another (re)insurer. The value of the risk margin represents the cost of providing an amount of Eligible Own Funds equal to the Solvency Capital Requirement (relating to non-market risks) necessary to support the insurance and reinsurance obligations over the lifetime thereof. Solvency II surplus The excess of Eligible Own Funds on a regulatory basis over the SCR. This represents the amount of capital available to the company in excess of that required to sustain it in a 1-in-200 year risk event. Solvency Capital Requirement (SCR) The amount of Solvency II capital required to cover the losses occurring in a 1-in-200 year risk event. Total shareholder return (TSR) TSR is a measure used to compare the performance of different companies’ stocks and shares over time. It combines the share price appreciation and dividends paid to show the total return to the shareholder. Transitional Measures on Technical Provisions (TMTP) This is an adjustment to Solvency II technical provisions to bring them into line with the pre-Solvency II equivalent as at 1 January 2016 when the regulatory basis switched over, to smooth the introduction of the new regime. This will decrease linearly over the 16 years following Solvency II implementation but may be recalculated to allow for changes impacting the relevant business, subject to agreement with the PRA. 258 Legal & General Group Plc Annual Report and Accounts 2020 Other information Designed by Superunion This report is printed on Revive 100 Offset. Revive 100 paper is made from 100% FSC® (Forest Stewardship Council®) recycled certified fibre sourced from de-inked post-consumer waste. This report is 100% recyclable. The printer and manufacturing mill are credited with the ISO 14001 Environmental Management Systems standard and are both FSC® certified. The paper is ECF (Elemental Chlorine Free) and the mill also holds the EMAS, the EU Eco-label for environmental management. Printed in the UK by Pureprint using vegetable inks throughout. Registered office: One Coleman Street, London EC2R 5AA T 020 3124 2000 F 020 3124 2500 legalandgeneralgroup.com Legal & General Group Plc is a holding company, subsidiary undertakings of which are authorised and regulated by the Financial Conduct Authority and/or Prudential Regulation Authority, as appropriate. 

Continue reading text version or see original annual report in PDF format above