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RSA Ins Grp (RSA)

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Friday 27 March, 2020

RSA Ins Grp

Annual Financial Report

RNS Number : 9271H
RSA Insurance Group PLC
27 March 2020

27 March 2020





In accordance with Listing Rule 9.6 and Disclosure and Transparency Rule ("DTR") 4.1, the Company announces that the following documents will be posted to shareholders as soon as practicable in light of circumstances relating to COVID-19 and have today been submitted to the UK Listing Authority via the National Storage Mechanism:


· Annual Report and Accounts for the year ended 31 December 2019

· Notice of the 2020 Annual General Meeting ("AGM") to be held on 7 May 2020

· Proxy form for the 2020 Annual General Meeting


The above mentioned documents (except for the Proxy form) are available on our website at and and will shortly be made available for inspection at . Shareholders can obtain additional copies of the Proxy form from our Registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.


The rapidly changing COVID-19 situation and the related Governmental rules and guidelines will necessarily impact the ability of our shareholders to attend the AGM.  The Board values each opportunity to engage with shareholders and, under normal circumstances, to meet them in person.  However, the Board is fully supportive of the Government's new rules on staying at home and away from others in order to fight COVID-19.  With this in mind, as well as the usual ability to submit proxy votes, we are this year proposing to allow shareholders to join the AGM remotely by telephone.  Shareholders are strongly encouraged to attend the AGM remotely and to vote by proxy in advance; to attend the AGM in person would be inconsistent with the current Government rules in relation to COVID-19.  Shareholders who attempt to attend the AGM in person in breach of the stay at home measures will not be admitted. Further details of the Government's rules relating to COVID-19 can be found at

In light of the above, we expect that our AGM this year will be purely functional in format to comply with the relevant legal requirements.  It is our current intention that there will be no presentations, no refreshments will be provided and any Board members or members of management attending the meeting will not meet with shareholders individually.

Electronic attendance and proxy voting

RSA and the Board are committed to protecting the health, safety and wellbeing of our customers, employees and shareholders and we would urge our shareholders to do their part in helping to slow the spread of COVID-19.

To submit your proxy vote, send your completed proxy form to Equiniti or register your proxy electronically by visiting Equiniti's website at  Proxy instructions must be received by Equiniti by 11.00am on Tuesday 5 May 2020.  Given the current restrictions on attendance in person, shareholders are encouraged to appoint the chair of the meeting as their proxy rather than a named person who will not be permitted to attend the physical meeting.

Further details on proxy voting and how to attend the AGM remotely are provided on pages 15 to 18 of the notice of AGM. 

Further information

The situation in relation to COVID-19 continues to develop and we will update shareholders on arrangements for the AGM through the Company's website at Shareholders are advised to check the Company's website for updates and in advance of making any arrangements to attend the AGM, either in person or remotely.

The Board would like to take this opportunity to thank all shareholders for their continued support and understanding in these exceptional circumstances and wish them well during this time as we all navigate the implications of COVID-19.  We look forward to returning to full shareholder engagement as soon as reasonably possible. 

This announcement should be read in conjunction with the Company's announcement issued on 27 February 2020. Together these constitute the material required by DTR 6.3 to be communicated to the media in full unedited text through a Regulatory Information Service. This material is not a substitute for reading the Company's 2019 Annual Report and Accounts.


An indication of the important events that occurred in 2019 and their impact on the condensed consolidated financial statements, the condensed consolidated financial statements themselves and the responsibility statement were announced to the London Stock Exchange on 27 February 2020, forming part of the Preliminary Results announcement for the year ended 31 December 2019. In the Appendix below, for the purposes of compliance with DTR 6.3.5, is the statement of key risks and mitigants which is set out in the 2019 Annual Report and Accounts and the text of note 15 to the consolidated financial statements in the 2019 Annual Report and Accounts concerning related party transactions. 


Other information:

LEI number: 549300HOGQ7E0TY86138



Christopher Smyth

Deputy Group Company Secretary

RSA Insurance Group plc

Tel: +44 (0) 20 7111 7000




Visit for more information.


This press release (together with the Annual Report and Accounts referred to herein) has been prepared in accordance with the requirements of English company law and the liabilities of the directors in connection with this press release (together with the Annual Report and Accounts referred to herein) shall be subject to the limitations and restrictions provided by such law. This press release may contain 'forward-looking statements' with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition, performance, results, strategic initiatives and objectives. Generally, words such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "aim", "outlook", "believe", "plan", "seek", "continue", "potential", "target", "reasonably possible" or similar expressions identify forward-looking statements. By their nature, all forward-looking statements involve risk and uncertainty because they relate to, and maybe impacted by, future events and circumstances which are beyond the Group's control, including amongst other things, UK domestic, European and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governments, central banks and regulatory authorities (including changes related to capital and solvency requirements whether in the UK, Europe or globally), the impact of competition, inflation, deflation, the timing impact and other uncertainties of future acquisitions or combinations within relevant industries, as well as the impact of tax and other legislation or regulations in the jurisdictions in which the Group and its affiliates operate. The Group's actual future financial condition, performance and results may differ materially from the plans, goals and expectations set forth in the Group's forward-looking statements and, as a result these forward-looking statements are not guarantees of future performance of the Group and undue reliance should not be placed on them. The Group undertakes no obligation to update any forward-looking statements, save in respect of any requirement under applicable law or regulation. Neither the content of RSA's website nor the content of any other website accessible from hyperlinks on RSA's website is incorporated into, or forms part of, this document. Nothing in this press release (together with the Annual Report and Accounts referred to herein) should be construed as a profit forecast.



References to page numbers and notes to the accounts made in this Appendix refer to page numbers and notes to the accounts in the 2019 Annual Report and Accounts.




Key risk and exposures

Key mitigants and controls


Catastrophe risk

Arises from the risk of large natural disasters, with our main exposure being to North European windstorms and Canadian earthquakes.

· Our reinsurance programme significantly reduces our exposure to catastrophe risks, with historical losses being well covered by our programme. The programme is designed to cover at least 1-in-200-year events and is stress-tested for climate change scenarios.

Consistent with our strategy and appetite for

retaining risks that reside within our core expertise,

where we are able to maximise risk-adjusted

returns, our Solvency II Capital Requirement

(SCR) primarily comprises insurance-related

risks, including higher than anticipated

underwriting losses, large retained catastrophe

losses and deterioration in our stock of reserves

for future claims.


While our investment strategy remains deliberately conservative, we continue to look for opportunities to increase returns through the purchase of less liquid high-quality assets as we are able to match the cash flow profile against that of our liabilities.


Another key SCR risk arises from the Group's

defined benefit pension schemes. Although these

schemes are well funded (95% at the latest triennial review), under the Solvency II rules we are required to hold sufficient capital to withstand a 1-in-200-

year event. For more information on the pension schemes, see note 38 of the financial statements.


Management of operational risk is key to servicing and supporting our customers, as well as an SCR driver. Cyber remains one of our key operational risks. The last few years have seen the volume, nature and capabilities of would-be attackers increase significantly, meaning the risk is ever present. In response, RSA has been investing heavily in our technology and capability to counter such threats and building employee awareness through briefings and training. These efforts continue at pace driven by a refreshed Group Cyber Strategy.

Reserving risk

This is the risk that the Group's estimate of future claims is insufficient. Longer tail-lines of business present more uncertainty on the size and timing of payments, with our largest exposure being the Swedish Personal Lines (including motor). The risk includes legislative changes, e.g. the Ogden rate change.

· Reserves are reviewed and challenged at the Group Reserving Committee meeting, which is attended by the Group Chief Actuary, CRO, CUO, CFO and CEO.

· The reserve assurance programme has independently verified >90% of the Group's net reserves over a three-year period.

· Claims case reserves are prudently set and reviewed at quarterly case reserving committees.

Underwriting and claims risk

This is the risk that underwritten business is not in line with appetite or is less profitable than planned due to insufficient pricing and setting of claims case reserves. Key exposures arise from large portfolios where claims trends are slow to emerge, such as UK Commercial and Marine.

· Controlled through well-defined risk appetite statements (including climate change factors), which are rigorously monitored at quarterly portfolio reviews, with remediation action taken where deemed necessary.

· Brexit risks to inflation and supply chain delays are being monitored and we are ready to respond.

· Extensive control validation and assurance activities are performed over underwriting pricing and claims.

Market, credit and currency risk

This is the risk to our insurance funds arising from movements in macroeconomic variables, including widening credit spreads, fluctuating bond yields and currency fluctuations.

· RSA adopts a prudent investment strategy with the investment portfolio favouring high-quality fixed income bonds and selected less liquid assets subject to strong internal and external governance.

· RSA ensures assets are closely duration and currency matched with insurance liabilities to hedge volatility.

· Investment positions are regularly monitored to ensure limits remain within quantitative and qualitative appetite (including ESG factors).

· Asset managers are positioning assets to manage Brexit risk where possible.

Pension risk

We face longevity and market-related risks, which arise from our defined benefit pension schemes. This includes exposures arising from credit spread and equity movements.

· Funding assets are well matched to liabilities in the pension schemes, including the use of swap arrangements.

· A long-term de-risking plan is in place following the last triannual valuation.

· Possible market impacts of Brexit related scenarios are examined with a specific focus on pension risk.

Operational risk

This risk relates to customer and/or reputational damage arising from operational failures, such as IT system failure.

· Operational risk and resilience processes and procedures are in place, including incident management.

· Control effectiveness monitored through formal validation and assurance.

· Customer Policy being embedded across the Group.

· IT and data risks remain a key focus, especially cyber threat.




Key management personnel comprise members of the Group Executive Committee, executive directors, and non-executive directors.


Key management personnel compensation







Salaries and other short-term employee benefits



Bonus awards



Pension benefits



Share based awards







Included in salaries and other short term employee benefits and bonus awards is £6,719,000 (2018: £3,942,000) paid in respect of directors. These amounts exclude the value of share options granted to directors and gains made on the exercise of such options, Group contributions paid in respect of pension schemes and cash or other assets received or receivable under long term incentive schemes. The total value of the directors' remuneration (including values for these excluded items) and other details are disclosed in the Directors' Remuneration Report.


Key management personnel transactions


A number of key management personnel, or their related parties, hold positions in other companies that result in them having control or significant influence over these companies. A number of these companies transacted with the Group during the year. The terms and conditions of these transactions were no more favourable than those available, or which might reasonably be expected to be available, in similar transactions with non-key management personnel-related companies on an arm's length basis.


A number of the directors, other key managers, their close families and entities under their control have general insurance policies with subsidiary companies of the Group. Such policies are available at discounted rates to all employees including executive directors.




We confirm that, to the best of our knowledge:


· The financial statements on pages 122 to 200, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Parent Company and the undertakings included in the consolidation taken as a whole.

· The Strategic Report on pages ifc to 51 includes a fair review of the development and performance of the business and the position of the Parent Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.


We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.



Stephen Hester

Charlotte Jones

Group Chief Executive

Group Chief Financial Officer


26 February 2020

26 February 2020


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