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ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2013 SYNDICATE 102
Contents Page Administration 2 Managing agent s report 3 Statement of managing agent s responsibilities 7 Report of the auditors 8 Profit and loss account 10 Statement of recognised gains and losses 11 Balance sheet 12 Statement of cash flows 14 Notes to the annual accounts 15 1
Administration REGISTERED OFFICE 110 Fenchurch Street London EC3M 5JT SYNDICATE BANKERS National Westminster Bank plc Citibank N.A. City of London Office Citigroup Centre PO Box 12258 25 Canada Square 1 Princes Street Canary Wharf London London E14 5LB EC2R 8PA BNY Mellon Wealth Management The Forum / Suite 950 3290 Northside Parkway NW Atlanta, GA 30327 RBC Investor Services PO Box 7500 Station A Toronto Ontario M5W 1P9 SYNDICATE AND AGENCY AUDITORS PKF Littlejohn LLP Chartered Accountants and Registered Auditors 1 Westferry Circus Canary Wharf London E14 4HD 2
Managing agent s report The directors of the managing agent present their report for the year ended 31 December 2013. This annual report and accounts is prepared using the annual basis of accounting as required by Statutory Instrument No. 1950 of 2008, the Insurance Accounts Directive (Lloyd s Syndicate and Aggregate Accounts) Regulations 2008 ( the 2008 Regulations ). ACTIVITIES s 2011 year of account, managed by R&Q Managing Agency Limited ( RQMA ), was established to reinsure the 2001 2003 years of account of with effect from 1 January 2011. The 2011 year of account has closed into Syndicate 3330 s 2014 year of account with effect from 31 December 2013. Consequently this is the final set of accounts for. Randall & Quilter Investment Holdings plc ( RQIH ) is the ultimate parent company of RQMA. DIRECTORS The directors of RQMA who served during the year ended 31 December 2013 and up to the date of this report were as follows: Appointed M Bell Executive director 23.09.2005 A G Chopourian Executive director 28.09.2012 H N A Colthurst Executive director 26.04.2012 J P Fox Non-Executive director 01.05.2011 M G Gardiner Non-Executive director 22.08.2011 Resigned M L Glover Executive director 27.05.2011 22.07.2013 P A G Green Executive director 01.01.2006 R E McCoy Executive director 12.05.2004 K E Randall Executive director 28.03.2003 29.01.2014 P M Sloan Executive director 11.01.2012 J P Tilling Non-Executive director 12.05.2004 3
Managing agent s report BUSINESS REINSURED The Syndicate wrote a broadly spread account of marine, non-marine and other speciality areas. Much of the business written was short to medium tail but there are significant longer tail exposures particularly within the creditor, professional indemnity, political risk and contingent cost insurance ( CCI ) accounts. The business was written on a world-wide basis both facultative and under delegated authorities. Reinsurance business was also written mainly on an excess of loss treaty basis with a few proportional treaties. RESULT FOR THE YEAR The 2011 result for the calendar year is a loss of 4.0m. The total profit on closure of the syndicate at the 36 months stage of the account is 10.7m which is analysed below. m Underwriting profit/(loss) Investment income (Loss) /profit on exchange Admin expenses Profit/(Loss) Calendar year 2013 (4.7) 0.1 0 0.6 (4.0) Calendar year 2012 5.3 0.5 (0.1) (0.7) 5.0 Calendar year 2011 10.4 0.3 0.3 (1.3) 9.7 2011 YOA at 36 months 11.0 0.9 0.2 (1.4) 10.7 The overall underwriting profit (less acquisition costs) has arisen due mainly to a successful settlement of long outstanding US litigation together with other releases from the Non-Marine liability and Professional Indemnity accounts. 4
Managing agent s report PRINCIPAL RISKS AND UNCERTAINTIES The Board of RQMA determines risk appetite as part of its business planning process, involving an in-depth annual review and Individual Capital Assessment process. RQMA established a Risk Management Committee ( RMC ) in 2012. This met quarterly to consider the risk management framework and associated Risk Register. From 2014, the RMC will be replaced by the Risk and Capital Committee which will continue to consider risk management as well as business planning, the individual capital assessment, internal model validation and the ORSA. The principal risks and uncertainties facing the Syndicate are as follows: Insurance Risk the risk that arises from the inherent uncertainties as to the occurrence, amount and timing of insurance liabilities. This includes claims risk (frequency or severity of insured events will be higher than expected) and reserving risk (estimates of claims subsequently prove to be insufficient). Reserve adequacy is monitored through quarterly review by the Syndicate actuary. Credit Risk the risk of loss arising from the inability of a counterparty to fulfil its financial obligations, including performing them in a timely manner. The financial strength and stability of reinsurers is monitored using Standard & Poor s Reinsurer Strength Ratings, complemented by access to market knowledge and intelligence and our experiences across the Group. Market Risk the risk of loss resulting from adverse financial market movements such as values of investments, interest rates, exchange rates or investment counterparty default. The Syndicate s investment policy is established by the RQMA Board following recommendations by an Investment committee in conjunction with the investment managers. Performance is reviewed by the Investment committee and reported to the RQMA Board. Non-invested funds are held on deposit to allow sufficient liquidity. The Syndicate attempts to fully match assets and liabilities on a regular basis. Liquidity Risk the risk of insufficient financial resources to meet obligations when they fall due. To mitigate this risk the Board reviews cash flow projections monthly and maintains cash levels consistent with the needs of the Syndicate. The Syndicate maximises the inflow of funds from reinsurance recoveries and outstanding premiums and controls costs through the reporting of the expense budget. Operational Risk - the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. RQMA manages this risk through its Risk Management Function and framework, which includes the application of mitigating controls and the use of detailed procedures manuals. This is supplemented with a structured programme of testing of processes and systems by the Internal Audit Function. Within Operational Risk there are the following sub categories Strategic Risk the risk of loss arising from inappropriate strategic decisions and/or failure to adhere to agreed strategy including risks associated with the inability to procure appropriate types and levels of capital. RQMA and the Syndicate have in place a comprehensive governance structure including the RQMA Board, Syndicate Management and operational committees who monitor Strategic Risk. 5
Managing agent s report PRINCIPAL RISKS AND UNCERTAINTIES (continued) Legal and Regulatory Risk - the risk of non-compliance with insurance or non-insurance regulations. RQMA is required to comply with the regulatory requirements of the Prudential Regulation Authority, the Financial Conduct Authority and Lloyd s. Lloyd s requirements include those imposed on the Lloyd s market by overseas regulators, particularly in respect of US situs business. RQMA has a Compliance Function which monitors regulatory developments and assesses the impact of these developments on agency policy. The Compliance Function reports to the RQMA Compliance Committee on a quarterly basis. Group Risk this comprises the risk arising from being a member of, or being associated with, a corporate group. There is regular ongoing significant communication with the group, in particular via the Group Executive Committee, attended by the RQMA Chief Executive Officer and the Group Chief Executive Officer and Chairman. DISCLOSURE OF INFORMATION TO THE AUDITORS The Directors who held office at the date of the approval of this report confirm that, so far as they are individually aware, there is no relevant audit information, of which the Syndicate s auditors are unaware and each Director has taken all the steps that he/she is obliged to take as a director in order to make himself/herself aware of any relevant audit information and to establish that the auditor is aware of that information. AUDITORS PKF Littlejohn LLP (formerly Littlejohn LLP) have indicated their willingness to continue in office as the Syndicate auditors. Approved by the Board of Directors of RQMA. By order of the Board R E McCoy Chief Executive Officer 13 March 2014 6
Statement of managing agent s responsibilities The managing agent is responsible for preparing the Annual Report and the Syndicate Annual Financial Statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice. Regulation 5 of The Insurance Accounts Directive (Lloyd s Syndicate and Aggregate Accounts) Regulations 2008 ( the 2008 Regulations ) requires the managing agent to prepare Syndicate Annual Financial Statements at 31 December each year which give a true and fair view of the state of affairs of the syndicate and of its profit or loss for that year. In preparing those Syndicate Annual Financial Statements, the managing agent is required to: select suitable accounting policies, and apply them consistently except where relevant accounting requirements change; make judgments and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Syndicate Annual Financial Statements; and prepare the Syndicate Annual Financial Statements on a going concern basis, unless it is inappropriate to do so. The managing agent is responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the syndicate and enable it to ensure that the Syndicate Annual Financial Statements comply with the 2008 Regulations. It is also responsible for safeguarding the assets of the syndicate and hence for taking reasonable steps for prevention and detection of fraud and other irregularities. The managing agent is responsible for the maintenance and integrity of the corporate and financial information relating to the syndicate included on the managing agent s website. Legislation in the United Kingdom governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions. 7
Independent auditor s report to the members of We have audited the Syndicate Annual Financial Statements for the year ended 31 December 2013 which comprise the Profit & Loss Account, the Balance Sheet, the Cash Flow Statement, the Statement of Total Recognised Gains and Losses, the Statement of Accounting Policies and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the members of the syndicate as a body, in accordance with Regulations 10 to 14 of The Insurance Accounts Directive (Lloyd s Syndicate and Aggregate Accounts) Regulation 2008. Our audit work has been undertaken so that we might state to the syndicate s members those matters that we are required to state to them in an auditors 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 syndicate and the syndicate s members as a body for our audit work, for this report, or for the opinion we have formed. Respective Responsibilities of the Managing Agent and the Auditor As explained more fully in the Statement of Managing Agent s Responsibilities set out on page 7, the managing agent is responsible for the preparation of the Annual Financial Statements which give a true and fair view. Our responsibility is to audit and express an opinion on the Syndicate Annual Financial Statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board s (APB s) Ethical Standards for Auditors. Scope of the audit of the Syndicate Annual Accounts An audit involves obtaining evidence about the amounts and disclosures in the Annual Financial Statements sufficient to give reasonable assurance that the Annual Financial Statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the syndicate s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the managing agent; and the overall presentation of the Annual Financial Statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited Annual Financial Statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. 8
Independent auditor s report to the members of (continued) Opinion on Syndicate Annual Financial Statements In our opinion the Annual Financial Statements: give a true and fair view of the state of the syndicate s affairs as and of its loss for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the Insurance Accounts Directive (Lloyd s Syndicate and Aggregate Accounts) Regulations 2008. Opinion on other matters prescribed by the Insurance Accounts Directive (Lloyd s Syndicate and Aggregate Accounts) Regulations 2008 In our opinion the information given in the Managing Agent s Report for the financial year for which the Annual Financial Statements are prepared is consistent with the Annual Financial Statements. Emphasis of matter going concern In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 1 to the financial statements concerning the Syndicate s ability to continue as a going concern. With effect from 31 December 2013, the 2011 year of account has closed into Syndicate 3330 s 2014 year of account. This will therefore be the final set of financial statements for. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Insurance Accounts Directive (Lloyd s Syndicate and Aggregate Accounts) Regulations 2008 requires us to report to you if, in our opinion: the managing agent in respect of the Syndicate has not kept adequate accounting records; or the Syndicate Annual Financial Statements are not in agreement with the accounting records; or we have not received all the information and explanations we require for our audit. John Perry (Senior Statutory Auditor) For and on behalf of PKF Littlejohn LLP (Statutory Auditor) 1 Westferry Circus Canary Wharf London E14 4HD 13 March 2014 9
Profit & loss account: Technical account General business For the year ended 31 December 2013 Notes 000 000 000 000 Earned premiums, net of reinsurance Gross premiums written 3 706 822 Outward reinsurance premiums (328) (143) Net premiums written 378 679 Earned premiums, net of reinsurance 378 679 Allocated investment return transferred from the non-technical account 101 460 Claims incurred, net of reinsurance Claims paid Gross amount (11,243) (7,410) Reinsurers share 1,972 2,043 Net claims paid (9,271) (5,367) Change in the provision for claims Gross amount 6,751 14,413 Reinsurers share (2,389) (4,216) Change in the net provision for claims 4,362 10,197 Claims incurred, net of reinsurance (4,909) 4,830 Net operating expenses 4 419 (843) Balance on the technical account for general business (4,011) 5,126 The accounting policies and notes on pages 15 to 27 form part of these accounts. All business is discontinued. 10
Profit & loss account Non technical account For the year ended 31 December 2013 Notes 000 000 Balance on the general business technical account (4,011) 5,126 Investment income 7 205 610 Losses on investments (93) (120) Investment expenses and charges 7 (11) (30) Allocated investment return transferred to general business technical account (101) (460) (Loss)/profit for the financial year (4,011) 5,126 Statement of total recognised gains and losses for the year ended 31 December 2013 000 000 (Loss)/profit for financial year (4,011) 5,126 Currency translation differences on foreign currency net investment (19) (78) Total recognised (loss)/profit relating to the financial year (4,030) 5,048 The accounting policies and notes on pages 15 to 27 form part of these accounts. 11
Balance Sheet Assets Notes 000 000 000 000 Investments Financial investments 8 5,021 16,572 Deposits with ceding undertakings - - Reinsurers share of technical provisions Claims outstanding 4,915 7,307 Debtors Debtors arising out of direct insurance operations 9 19 Debtors arising out of reinsurance operations 1,431 2,261 Other debtors 7,284 7,526 Other assets 9 8,724 9,806 Cash at bank and in hand 316 1,130 Other 10 346 1,432 662 2,562 Prepayments and accrued income 15 201 Total assets 19,337 36,448 12
Balance sheet - Liabilities Notes 000 000 000 000 Capital and reserves Members balances 11 (3,229) 5,048 Technical provisions Claims outstanding 21,414 28,331 Creditors Creditors arising out of direct insurance operations 520 360 Creditors arising out of reinsurance operations 400 1,705 Other creditors - 718 12 920 2,783 Accruals and deferred income 232 286 Total liabilities 19,337 36,448 The accounting policies and notes on pages 15 to 27 form part of these accounts. Approved by the Board of Directors and signed on its behalf by R E McCoy Chief Executive Officer M Bell Finance Director 13 March 2014 13
Statement of cash flows for the year ended 31 December 2013 Notes 000 000 Net cash outflow from operating activities 13 (6,504) (8,448) Transfer to member in respect of underwriting participations - - Open year profit release (4,247) (9,651) Financing: Drawdown of cash calls - - Net cash outflow 15 (10,751) (18,099) Cash flows were funded as follows: Decrease in cash holdings 14 (809) (3,315) Decrease in overseas deposits 14 (1,076) (647) Decrease in net portfolio investments 14 (8,866) (13,924) Decrease in deposits with ceded undertakings 14 - (213) Net funding of cash flows (10,751) (18,099) The accounting policies and notes on pages 15 to 27 form part of these accounts. 14
Notes to the annual accounts 1. Basis of preparation These annual accounts have been prepared in accordance with the Insurance Accounts Directive (Lloyd s Syndicate and Aggregate Accounts) Regulations 2008 and applicable Accounting Standards in the United Kingdom and comply with the Statement of Recommended Practice on Accounting for Insurance Business issued by the Association of British Insurers in December 2006 ( the ABI SORP ), except that exchange differences are dealt with in the technical account as there are no non-technical items. The Syndicate s business activities, together with the factors likely to affect its future development are set out in the Business Review contained within the Report of the Directors. In addition the Risk Management section of the Report of the Directors provides details of the financial risks the Syndicate is exposed to and how those risks are managed. As noted in the Managing Agents report on page 3, the 2011 year of account has closed into Syndicate 3330 s 2014 year of account with effect from 31 December 2013 and subsequently this will be the final set of financial statements for. 2. Basis of Accounting The underwriting results are determined on an annual basis of accounting. Under the annual basis of accounting, the incurred cost of claims, commission and related expenses are charged against the earned proportion of premiums, net of reinsurance as follows: (i) (ii) (iii) Premiums written Premiums written comprise adjustments made in the year to premiums on contracts incepted in prior accounting periods. Premiums are shown gross of brokerage payable and exclude taxes and duties levied on them. Estimates are made for pipeline premiums, representing amounts due to the Syndicate not yet notified. Reinsurance premium ceded Outwards reinsurance premiums are accounted for in the same accounting period as the premiums for the related direct or inwards business being reinsured. Claims incurred and Reinsurers share Gross claims incurred comprise the estimated cost of all claims occurring during the year, whether reported or not, including related direct and indirect claims handling costs and adjustments to claims outstanding from previous years. The provision for claims outstanding is assessed on an individual case basis and is based on the estimated ultimate cost of all claims notified but not settled by the balance sheet date, together with the provision for related claims handling costs. The provision also includes the estimated cost of claims incurred but not reported ( IBNR ) at the balance sheet date based on statistical methods. 15
Notes to the annual accounts 2. Basis of Accounting (continued) (iv) (v) These methods generally involve projecting from past experience of the development of claims over time to form a view of the likely ultimate claims to be experienced for more recent underwriting, having regard to variations in the business accepted and the underlying terms and conditions. The amount of salvage and subrogation recoveries is separately identified and, where material, reported as an asset. The reinsurers share of provisions for claims is based on the amounts of outstanding claims and projections for IBNR, net of estimated irrecoverable amounts, having regard to the reinsurance programme in place for the class of business, the claims experience for the year and the current security rating of the reinsurance companies involved. A number of statistical methods are used to assist in making these estimates. The most critical assumption as regards claims provisions is that the past is a reasonable predictor of the likely level of claims development. The directors consider that the provisions for gross claims and related reinsurance recoveries are fairly stated on the basis of the information currently available to them. However, the ultimate liability will vary as a result of subsequent information and events and this may result in significant adjustments to the amounts provided. Adjustments to the amounts of claims provisions established in prior years are reflected in the financial statements for the period in which the adjustments are made. The methods used, and the estimates made, are reviewed regularly. A reinsurance to close is a contract of insurance which, in return for a premium paid by the closing year of account, transfers, normally to the following year of account, all known and unknown liabilities arising out of transactions connected with insurance business underwritten by the closing year of account. However, it should be noted that a reinsurance contract does not extinguish the primary liability of the original underwriter. Net Operating Expenses (including Acquisition costs) Net operating costs include acquisition costs, profit and loss on exchange and amounts charged to members through the Syndicate. Distribution of profits and collection of losses Lloyd s operates a detailed set of regulations regarding solvency and the distribution of profits and payment of losses between Syndicates and their members. Lloyd s continues to require membership of Syndicates to be on an underwriting year of account basis and profits and losses belong to members according to their membership of a year of account. Normally profits and losses are transferred between the Syndicate and members after results for a year of account are finalised after 36 months. This period may be extended if a year of account goes into runoff. The Syndicate may make earlier on account distributions or cash calls according to the cash flow of a particular year of account and subject to Lloyd s requirements. 16
Notes to the annual accounts 2. Basis of Accounting (continued) (vi) (vii) (viii) (ix) Foreign currencies Transactions in US dollars, Euros and Canadian dollars are translated at the average rates of exchange for the period. Transactions denominated in other foreign currencies are included at the rate of exchange ruling at the date the transaction is processed. Monetary and non-monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange at the balance sheet date or if appropriate at the forward contract rate. Exchange differences arising on the retranslation of opening balance sheet items at the closing balance sheet rate and the retranslation of the profit and loss account for the year from the average rate to the closing balance sheet rate are taken to reserves and included in the Statement of Recognised Gains and Losses. All other exchange differences are dealt with in the technical account and included within operating expenses. Investments Investments are stated at current value at the balance sheet date. For this purpose listed investments are stated at bid value and deposits with credit institutions and overseas deposits are stated at market value. Investment return Investment return comprises all investment income, realised investment gains and losses and movements in unrealised gains and losses, net of investment expenses and charges. Realised gains and losses on investments are calculated as the difference between sale proceeds and purchase price. Unrealised gains and losses on investments represent the difference between the valuation at the balance sheet date and their valuation at the previous balance sheet date, or purchase price, if acquired during the year, together with the reversal of unrealised gains and losses recognised in earlier accounting periods in respect of investment disposals in the current period. Investment return is initially recorded in the non-technical account. A transfer is made from the non-technical account to the general business technical account. Investment return has been wholly allocated to the technical account as all investments relate to the technical account. Taxation Under Schedule 19 of the Finance Act 1993 managing agents are not required to deduct basic rate income tax from trading income of the Syndicate. In addition, all UK basic rate income tax deducted from Syndicate investment income is recoverable by managing agents and consequently the distribution made to the members is gross of tax. Capital appreciation falls within trading income and is also distributed gross of tax. 17
Notes to the annual accounts 2. Basis of Accounting (continued) (x) (xi) (xii) No provision has been made for any United States Federal Income Tax payable on underwriting results or investment earnings. Any payments on account made by the Syndicate are included in the balance sheet under the heading other debtors. No provision has been made for any overseas tax payable by the members on underwriting results. Profit commission Profit commission is charged as incurred to the one non R&Q member at 15% by the managing agent if the Syndicate s cumulative profit for the 2011 year of account is in excess of 10m but does not crystallise until the year of account closes, normally at 36 months. Profit commission may be paid to RQMA in advance of closure of the year of account if early profit releases are made (see note 2(v)). Pension costs The group operates a defined contribution scheme. Pension contributions relating to syndicate staff are charged to the syndicate and included within net operating expenses. CCI Business Disclosure During 1999-2003 the reinsured Syndicate underwrote policies which insured viatical companies mostly domiciled in the United States. For a lump sum viatical companies acquire the rights of individual policyholders to death benefits under life policies entered into by the policyholder with life Insurers. The Syndicate insured the viatical companies against the risk that the individual policyholder would survive beyond a pre-determined date. Under these policies, in the event of a policyholder surviving beyond the agreed date, the Syndicate is required to pay to the viatical company an amount equivalent to the death benefit that the viatical company would otherwise have received. Such payments are accounted for as paid claims in these accounts. In the case of each claim, the Syndicate may take an assignment of the right to the death benefit under the underlying life policy, pay the necessary premiums, and receive the death benefit when the policyholder dies. These death benefit recoveries are accounted for as claims recoveries and the premiums to be paid are accounted for as claims recovery expenses. Provision is made within outstanding claims for the anticipated claims payable to the viatical companies in respect of all policyholders expected to survive beyond the specified date(s). These outstanding claims are stated net of anticipated claims recoveries and claims recovery expenses. Expected claims recoveries, less expected claims recovery expenses, relating to paid claims are included in other debtors. 18
Notes to the annual accounts 3. Segmental analysis An analysis of the underwriting result before investment return is set out below: Gross written premiums 000 Gross premiums earned 000 Gross claims incurred 000 Net operating expenses 000 Reinsurance balance 000 Total 000 2013 Direct insurance: Accident and health (1) (1) 115 4 (5) 113 Marine aviation and transport 20 20 (315) 42 251 (2) Fire and other damage to property - - 210 3 (281) (68) Third party liability (20) (20) 2,543 79 (646) 1,956 Credit and suretyship (8) (8) (6,438) 288 (453) (6,611) Legal expenses - - (6) - - (6) Miscellaneous - - 24 1 1 26 (9) (9) (3,867) 417 (1,133) (4,592) Reinsurance 715 715 (625) 2 388 480 706 706 (4,492) 419 (745) (4,112) 2012 Direct insurance: Accident and health 14 14 33 (46) 251 252 Marine aviation and transport 103 103 1,125 (206) 117 1,139 Fire and other damage to property 203 203 403 (118) 164 652 Third party liability - - 1,453 116 (2,208) (639) Credit and suretyship (208) (208) 3,647 (521) (34) 2,884 Legal expenses 211 211 (211) - - - Miscellaneous 2 2 216 (35) 10 193 325 325 6,666 (810) (1,700) 4,481 Reinsurance 497 497 337 (33) (616) 185 822 822 7,003 (843) (2,316) 4,666 All premiums were concluded in the UK. 19
Notes to the annual accounts 4. Net operating expenses 000 000 Acquisition costs 131 155 Administration expenses (550) 688 (419) 843 Administrative expenses include: Auditor s remuneration Audit of the Syndicate annual accounts 61 65 Other services pursuant to regulations and Lloyd s byelaws 17 17 5. Employees The following amounts were recharged to the Syndicate in respect of salary and related costs: 000 000 Wages and salaries 1,084 912 Social security costs 140 109 Other pension costs 100 89 1,324 1,110 The average number of employees working for the Syndicate during the year was as follows: Administration and finance 8 7 Claims 2 4 10 11 20
Notes to the annual accounts 6. Directors emoluments The following amounts in respect of emoluments paid to the directors of the managing agent were charged to the Syndicate during the year: 000 000 Run-off manager s emoluments 88 99 Other directors emoluments 201 241 289 340 7. Investment income and expenses 000 000 Investment income Income from investments 205 610 Gains on realisation of investments 2 56 Unrealised gains on investments 1 99 Losses on realisation of investments (86) (162) Unrealised losses on investments (10) (111) 112 492 Investment management expenses (11) (30) All investment income has been transferred to the technical account as this is derived from the net reserve assets held. 21
Notes to the annual accounts 8. Financial investments Market value Cost 000 000 000 000 Listed securities Shares and other variable yield securities 511 404 511 404 Debt securities and other fixed income securities 4,510 16,168 4,514 16,219 5,021 16,572 5,025 16,623 9. Debtors 000 000 000 000 Debtors due within one year Due from intermediaries Amounts arising out of direct insurance operations 9 19 Amounts arising out of reinsurance operations 1,431 1,942 Other debtors 597 15 2,037 1,976 Debtors due after one year Due from intermediaries Amounts arising out of reinsurance operations - 319 Other debtors 6,687 7,511 6,687 7,830 8,724 9,806 10. Other assets 000 000 Overseas deposits 346 1,432 Overseas deposits comprise amounts which were lodged as a condition of having underwritten business in certain countries. 22
Notes to the annual accounts 11. Reconciliation of members balances 000 000 Members balances at 1 January 5,048 9,651 (Loss)/Profit for the financial year (4,011) 5,126 Other recognised gains & losses relating to the financial year (19) (78) Profit distribution (4,247) (9,651) Members balances carried forward at 31 December (3,229) 5,048 Members participate on Syndicates by reference to years of account and their ultimate result, assets and liabilities are assessed with reference to policies incepting in that year of account in respect of their membership of a particular year. 12. Creditors 000 000 Creditors due within one year Amounts arising out of insurance operations Direct business with Intermediaries 520 360 Reinsurance accepted 2 1,237 Reinsurance ceded 398 418 Taxation - 30 Profit commission due to managing agent - 688 920 2,733 Creditors due after one year Reinsurance ceded - 50 920 2,783 23
Notes to the annual accounts 13. Reconciliation of operating result to net cash outflow from operating activities 000 000 Operating profit on ordinary activities (4,011) 5,126 Change in market values and exchange rates 2,700 2,731 Decrease in net technical provisions (4,525) (10,890) Decrease in debtors 1,269 (439) Decrease in creditors and accruals (1,918) (4,898) Other movements (19) (78) Net cash outflow from operating activities (6,504) (8,448) 14. Movement in opening and closing portfolio investments net of financing 000 000 Net cash outflow for the year (809) (3,315) Cash flow Decrease in overseas deposits (1,076) (647) Decrease in portfolio investments (8,866) (13,924) Decrease in deposits with ceded undertakings - (213) Movement arising from cash flows (10,751) (18,099) Changes in market value and exchange rates (2,700) (2,731) Total movement in portfolio investments (13,451) (20,830) Portfolio at 1 January 19,134 39,964 Portfolio at 31 December 5,683 19,134 24
Notes to the annual accounts 15. Movement in cash, portfolio investments and financing Changes to At market At 1 Jan Cash value and 31 Dec 2013 flow currencies 2013 000 000 000 000 Cash at bank and in hand 1,130 (809) (5) 316 Overseas deposits 1,432 (1,076) (10) 346 Deposits with ceding undertakings - - - - Portfolio investments: Shares and other variable yield securities 403 (75) 183 511 Debt securities and other fixed income securities 15,406 (11,077) (2,841) 1,488 Participation in investment pools 388 2,301 (20) 2,669 Deposits with credit institutions 375 (15) (7) 353 Total cash, portfolio investments and financing 19,134 (10,751) (2,700) 5,683 16. Net cash inflow on portfolio investments 000 000 Purchase of shares and other variable yield securities (16,167) (24,901) Purchase of debt securities and other fixed income securities (2,332) (11,989) Sale of shares and other variable yield securities 16,243 26,082 Sale of debt securities and other fixed income securities 13,408 24,718 Participation in investment pools (2,301) (20) Deposits with credit institutions 15 34 Net cash inflow on portfolio investments 8,866 13,924 25
Notes to the annual accounts 17. Related parties (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) RQMA is a wholly owned subsidiary of Randall & Quilter Underwriting Management Holdings Limited which in turn is a wholly owned subsidiary of RQIH Limited which is wholly owned by Randall & Quilter Investment Holdings Ltd ( RQIH ). K E Randall has an individual shareholding of 24.47% (2012: 35.0%) in RQIH. R&Q Capital No. 1 Limited ( RQC1 ), a member of, is controlled, by virtue of a majority shareholding (95.0%) by Randall & Quilter II Holdings Limited which is a wholly owned subsidiary of RQIH Limited which is wholly owned by RQIH. RQC1 s share of the 2011 syndicate constitution is 20%. H N A Colthurst has a shareholding of 5.0% of RQC1. K E Randall and H N A Colthurst are Directors of RQC1. J P Tilling is a Director of Cathedral Underwriting Limited, a Lloyd s managing agent which manages Syndicate 2010, which participated on the reinsurance programme of the syndicate at normal commercial terms. A number of Executive Directors of the Company are also Directors of other Group Companies. During the year, the Syndicate paid 1,278,121 (2012: 1,687,749) in relation to management fees to RQMA. Profit commission recoverable from the managing agent of 549,497 (2012: Due to the managing agent 688,306) has been accrued in respect of the 2011 year of account. Apart from the outsourcing agreement that was in place between RQMA and RQIS, RQIS also provides a number of services to including IT, Human Resources and Internal audit. A proportion of RQMA costs are recharged to other Group Companies at arms-length based on time spent by individuals. Similarly, other Group Companies have recharged costs to RQMA on a similar basis. 18. Funds at Lloyd s Every member of Lloyd s is required to hold additional capital at Lloyd s which is held in trust and known as Funds at Lloyd s ( FAL ). These funds are required primarily In case syndicate assets prove insufficient to meet members underwriting liabilities. The level of FAL that Lloyd s requires a member to maintain is determined by Lloyd s according to the nature and the amount of risk to be underwritten by the member and the assessment of the reserving risk in respect of that business. FAL is not hypothecated to any specific syndicate participation by a member, therefore there are no specific funds available to a syndicate which can be precisely identified as its capital. In addition to the FAL and any additional funds a member may introduce to meet losses, there is a Central Guarantee Fund controlled by Lloyd s which they may utilise to meet any syndicate liabilities that are not met by a member. 26
Notes to the annual accounts 19. Derivatives During the year, the Syndicate has not held or purchased any derivative contracts. 20. Off-balance sheet items The Syndicate has not been party to an arrangement, which is not reflected in its balance sheet, where material risks and benefits arise for the Syndicate. 27