The Directors have pleasure in submitting Share capital
Directors’ report their Annual Report and consolidated
financial statements for the year ended
Details of the structure of the Company’s
share capital and changes in the share capital
31 December 2012. during the year are disclosed in note 24 to the
consolidated financial statements.
Principal activity and business review
The Company is a holding company for Directors
subsidiaries involved in the business of insurance The names and details of the individuals who
in Bermuda, the US, the UK, Guernsey and served as Directors of the Company during the
Europe. An analysis of the development and year, as well as one additional Director, Caroline
performance of the business, its position at the Foulger, who joined the Board on 1 January
end of the year, and the likely future development 2013, are set out on pages 34 to 35. Details
can be found within the Chief Executive’s report of the Chairman’s professional commitments
on pages 7 to 11. A description of the major risks are included in his biography. The bye-laws
can be found in the risk management section of the Company govern the appointment and
on pages 23 to 27. In addition, note 3 to the replacement of Directors. It was announced
consolidated financial statements provides on 30 July 2012 that Robert Hiscox would retire
a detailed discussion on the risks which are as Chairman in February 2013 and accordingly
inherent to the Group’s business and how those he will not be seeking re-appointment as a
risks are managed. Details of the key financial Director at the Annual General Meeting. Caroline
performance indicators are given on page 2. Foulger will submit herself for appointment at
The information that fulfils the requirements of that meeting and, in accordance with the UK
the corporate governance statement as referred Corporate Governance Code, all other Directors
to in Disclosure and Transparency Rule 7.2 can will submit themselves for re-appointment.
be found in the corporate governance statement The bye-laws may only be amended with the
on pages 36 to 38 and in this report. approval of shareholders in general meeting
in accordance with relevant legislation.
All information described above is incorporated
by reference into this report and is deemed Political and charitable contributions
to form part of this report. The Group made no political contributions during
the year (2011: £nil). Charitable donations totaled
Financial results £768,000 (2011: £533,000) of which £500,000
The Group achieved a pre-tax profit for the year (2011: £250,000) was donated to the Hiscox
of £217.1 million (2011: £17.3 million). Detailed Foundation, a UK registered charity. The policy
results for the year are shown in the consolidated of the Hiscox Foundation is to assist and improve
income statement on page 51, and also within education, the arts and independent living for
the Group financial performance section disabled and disadvantaged members of society.
on pages 18 to 19. Further information concerning the Group’s
charitable activities is contained in the report
Going concern on corporate responsibility on pages 28 and 29.
A review of the financial performance of
the Group is set out on pages 18 to 19. The Major interests in shares
financial position of the Group, its cash flows As at 22 February 2013, the Company had been
and borrowing facilities are included therein. notified of the following interests of 5% or more
The Group has considerable financial resources of voting rights in its ordinary shares:
and a well-balanced book of business.
Number of shares % of total **
After making enquiries, the Directors have an Invesco Limited †
54,031,056 13.44
expectation that the Company and the Group
Massachusetts Financial 39,800,146 10.09
have adequate resources to continue in
Services Company †
operational existence for the foreseeable future.
For this reason they continue to adopt the going *Based on voting rights of 394,387,209 as at 22 February 2013.
†
Indirect holding.
concern basis in preparing the consolidated
financial statements.
A copy of the Company’s bye-laws is available
for inspection at the Company’s registered office.
Dividends
The powers given to the Directors are contained
An interim dividend of 6.0p (net) per share
in the Company's bye-laws and are subject to
(2011: 5.1p (net)) was paid on 19 September
relevant legislation and, in certain circumstance
2012 by Hiscox Ltd in respect of the year
(including in relation to the issuing and buying
ended 31 December 2012. The Directors
back by the Company of its shares), approval
are recommending the return of capital to
by shareholders in general meeting. At the
shareholders through an issue of B shares
Annual General Meeting in 2012 the Directors
and this will be considered at an Extraordinary
were granted authorities to allot and issue shares
General Meeting to be held on 28 March 2013.
and to make market purchases of shares.
It is proposed that in place of a final dividend,
a sum equal to 12.0p per share will be payable
to shareholders as part of the return of capital.
(The final dividend for 2011 was 11.9p per share.)
Directors’ report Hiscox Ltd Report and Accounts 2012 47