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LIFESTAR INSURANCE P.L.C.

 

Annual Report and Consolidated Financial

Statements

 

31 December 2021

 

 

 

 

 

 

Chairman’s statement

                                                                                                                                                                                                  

CEO’s statement – LifeStar Insurance p.l.c

 

Managing Director’s Report -  LifeStar Health Limited

 

Directors’ report

 

Statement of directors’ responsibilities          

 

Corporate Governance – Statement of Compliance

 

Remuneration report

 

Statements of comprehensive income

 

   Technical account – long term business of insurance              

 

   Non-technical account    

 

Statement of financial position        

 

Statement of changes in equity        

 

Statement of cash flows    

 

Notes to the financial statements     

 

Independent auditor’s report            

 

 

 


Chairman’s Statement

It is a great honour to be able to address you as the Chairman of the LifeStar Insurance Group for the first time. 

 

My initial thoughts take me to the transformation that the world has undergone in such a very short period of time, mainly due to COVID. However, what really strikes me about this pandemic is how the LifeStar Team adapted and evolved, and I have to admit, performed so brilliantly.  We have come to consider these people as our extended family, and we like to refer to them as the LifeStar Family.

The LifeStar Family comprises 100 employees

Despite all the turbulence, they still manage to service our over 40,000 customers relentlessly and to the same professional manner that is expected from each and every individual forming part of the LifeStar family.

 

So much has happened in 2021, the Group continued with its transformation despite the gale force head winds caused by COVID and its variants.

 

I believe that 2021 will go down in LifeStar’s history books where the work initiated in 2016 started to come to fruition.  We repaid in full the €10 million 5% Bond at LifeStar Holding plc.  We converted the LifeStar Insurance Company from a limited liability to a public listed company on the Malta Stock Exchange.  We issued an equity IPO whereby shareholders in the LifeStar Holding plc could exchange their shares into LifeStar Insurance plc.  In addition, we issued a Euro 2.4 million, 10 Years Subordinated Bond.

 

LifeStar Health Ltd 50th Anniversary Dividend of €1 million

 

Change is something we have come to accept as being part of life. During 2021 we also started another transformational journey to change our accounting system to comply with one of the historical changes in the insurance industry: IFRS 17 standard.  We chose, what we believe to be, the best system in class, Oracle Fusion Enterprise Resource Planning together with Oracle’s IFRS 17 engine.  These new systems will enable LifeStar to seek out new horizons, some of which will be beyond Malta’s shores.

I am also pleased to announce two important aspects in relation to LifeStar Health Limited. The first is Bupa’s 50 th anniversary in Malta and the second is the declaration of a €1.37 million gross dividend which is still subject to a regulatory no objection. After such distribution, the Health company will still have own funds of in excess of a 225% coverage.

 

From a performance perspective the LifeStar Insurance Group closed off with much better results than the previous year and beyond our most optimistic expectations.

 

The Solvency Capital Ratio also increased to a healthy 165% (the target SCR set by the company is 140%).

 

Unfortunately, the macro-economic outlook doesn’t seem to be familiar. The COVID pandemic stretched the European economic resources for almost two years and forced Governments to provide unprecedent financial support.  More recently the Ukraine conflict is now creating further economic turmoil. More uncertainties are also created by the higher inflation rate and by the proposed global minimum 15% tax rate.

LifeStar Insurance plc Solvency Capital Ratio 165%

The inclusion of Malta in the FATF grey list has also generated a high level of uncertainty.

 

We appreciate the Government’s efforts to reverse the decision and to make Malta attractive again for foreign investments.

 

During the year we unfortunately lost one of our valued Director’s Mr Nicolas Hornby Taylor, which was a true shock to all of us.  We still miss his technical and wise contributions till this very date. On a positive note, we had two new additions to the Life Insurance Board, Mr Mark Bamber and Mr Joseph Rizzo. Their experience and competence greatly strengthen our Board of Directors.

 

I cannot not end by mentioning LifeStar’s most important asset, our employees. They have been exemplary, adapting to working from home, lockdowns, quarantines and then back working from the office. The psychological strain was great but as a family we have endured and produced very positive results for 2021. 

 

Despite these hardships we were able to celebrate Bupa’s 50 Th anniversary in Malta with a Gala Dinner held at the charming Phoenicia Hotel in Valletta.

 

We also celebrated our anniversary by organizing the event Christmas in July at one of the local orphanages and by funding the total refurbishment of a playground for some less fortunate children.

 

As in the past, even in 2021, LifeStar and Bupa were among the main sponsors of Pink October and Movember.

 

Last, I need to thank the senior team Ms Cristina Casingena – CEO of LifeStar Insurance plc and Ms Adriana Zarb Adami, Managing Director of LifeStar Health Limited for leading these two arms of the LifeStar Insurance Group.  A special thanks also to Mr Roberto Apap Bologna, Group CFO, for his tireless and always positive contribution. Together with your respective teams and, despite some very turbulent times, you have produced some terrific results.

 

Prosit tassew e grazie dal cuore!

 

 

 

 

 

Profs Paolo Catalfamo

Chairman LifeStar Insurance Group

8 April 2022

 

 

 

 

 

 

 

CEO’s Statement LifeStar Insurance plc      

 

Similar to Paolo, this is my first address to our new Shareholders. It is a true honour to be at the forefront leading this still very young company that has so much still to achieve.

 

2021 had been a positive though challenging year. So much has affected our lives. We have faced the continued global pandemic, economic uncertainty and most of all a disruption to our “normal” lives.  People are still scared of this virus and I believe that we need to start accepting that COVID will be very much part of our lives. 

 

The Life insurance business has fared very well in 2021.  Premiums from our ordinary business has remained fairly stable and we have experienced a surge in the demand for our Unit Linked and Variable Unit linked. Total premium receivable amounted to €22.3 million (2020: €20.2 million) an uplift of 10.5%. Quite a few of our customers, whose policy matured in 2021, have switched to these investment policies. The harshest part of 2021 has been having to listen to customers who have been insured for decades having to surrender their polices because they can no longer make ends meet.  We have tried to assist with premium holidays but there are some people who are facing some tough times.

 

Such trying times push us to look at our processes to seek more efficient and cost effective ways of doing business. The Life Company has continued to transform its self by launching the state-of-the art front office system which has effectively paved the way to a more paperless environment.  This is just the beginning of a long journey ahead of us.  The next phase of this project has already commenced and we will see a customer relationship management tool and a customer portal come to light. The transformation doesn’t stop here. We are also in the final testing phase for the implementation of IFRS 17 which will completely transform our financial statements. To ensure a seamless implementation we are also changing our core accounting system and moving over to Oracle Fusion. This will enable us to integrate all our core systems into a state-of-the-art ERP. During 2021, we focused on the capital structuring of the organisation, whereas 2022 will be geared towards a systems transformation.

 

The Life Company generated a profit before tax of €1.5 million compared to a loss of €0.4 million in 2020. A remarkable improvement in performance. The balance on the Long-Term Business registered a loss of €0.3 million compared to a higher loss of €1.3 million in the previous year. Net operating expenses in the technical account increased by 7.3% on 2020 mainly due to legal and professional fees and staff costs.  Benefits and Claims incurred remained fairly flat on 2020 closing off the year at €10.2 million (2020: €10.3 million).  Another performance indicator is the value of inforce business which increased by €1.4 million over 2020 or by a remarkable 13.2%.  Lastly, technical provisions increased by €5.6 million in 2020 or an uplift of 4.5%.

 

During 2021 the investment book suffered predominately from local equities which saw an adverse unrealised fair value movement of €1.5 million and from Government Bonds (local and foreign) €0.6 million.

 

A word of thanks is due to the fantastic team that I head and also to the sales team of Tied Insurance Intermediaries that have managed to achieve such encouraging results. I feel very proud of these people who as Paolo rightly mentioned belong to the LifeStar family. In 2022, we will continue to strengthen our sales team and we have managed to secure a new sales agent.  We aspire to offer a sterling service to our customers and to have an engaged workforce and sales team, the synergies of which will be phenomenal.

 

The future is still very uncertain, we are seeing greater economic unrest, greater volatility in the investments world and most recently the conflict in Ukraine has added to the complexity of the global arena. LifeStar Insurance is also looking at expanding into a different jurisdiction, though still within the EU. It is hoped that the first benefits will be seen during quarter 4 of 2022.

 

I believe that 2022 will be another challenging but positive year while we look forward to the time when we will be in a position to announce healthy dividends for our shareholders. For 2021 we have a solvency capital ratio of 165% meaning that realistically the company is not far off form being in a position to recommend to the regulator a distribution of a dividend.  I also look at 2022 with new hope, COVID restrictions seem that they will be lifted, Malta will be removed from the grey list and the pulse of economic activity will also start to quicken and collectively return to a state of normality.

 

LifeStar Insurance will continue to see a considerable amount of transformation and change and together all obstacles can be surmounted.

 

Ms Cristina Casingena

Managing Director and CEO of LifeStar Insurance plc

8 April 2022

 

 

Managing Director’s Report -  LifeStar Health Limited

 

I find this time of the year a very prestigious one, as it is the time when LifeStar Health Limited boasts about the profit it has made during 2021.  LifeStar Health has once again registered a profit before tax, something that has been consistent over the last few years, of € 572, 846 compared to €956,768 in 2020.  Again, the pandemic has been challenging during both 2020 and 2021 and had a very negative impact on the business mainly due from a loss of covers in the hospitality industry due to their downsizing and less medical treatment carried out in 2020 that started to be undertaken in 2021.

 

On a more positive note, in 2021, as already mentioned by Paolo, Bupa celebrated its 50 years’ presence in Malta and to mark this very important year, Bupa Malta carried out refurbishment works to the playground of an institute which now serves as a good recreational place for little children.  Various other initiatives, such as “Christmas in July” also cheered many children.  This also included the participation of the LifeStar family.  We wanted to mark this milestone by giving something back to the community.

 

To mark the end of our celebrations, a gala dinner was held in December 2021 which saw a mix of our prestigious clients and the medical profession.  A truly enjoyable event despite all the COVID restrictions.

 

Bupa Global has been trading since 1947 and we are proud of the fact that Bupa Global’s first international overseas operation was Malta in the early70s.  In fact, Bupa has been the pioneer of medical health insurance in Malta.

 

Bupa continually invest heavily in developing systems, products, people and technology.  This expertise is applied to all Bupa representations around the globe, including Malta.

 

Bupa Malta constantly keep its ears to the ground in order to get a feel of clients’ changing needs.  Last year, we reviewed existing plans and launched a Dental Rider.  More to follow.

 

Adriana Zarb Adami

Managing Director of LifeStar Health Limited

08 April 2022.

 

 

 

Directors’ report

 

The Directors present the annual report and the consolidated audited financial statements of LifeStar Insurance p.l.c. (the “Company”) and its subsidiary LifeStar Health Limited (“LifeStar Health”) for the year ended 31 December 2021. The Company and LifeStar Health shall hereinafter jointly be referred to as the “Group” or “Insurance Group”.

 

Principal activities

 

The Company and LifeStar Health are licensed by the Malta Financial Services Authority (“MFSA”) to carry out long term business of insurance under the Insurance Business Act and the Insurance Distribution Act respectively.

 

Review of business

 

The Insurance Group – Consolidated results

 

During the year, the Group continued to undertake restructuring and transformation activity to align the business operations with the Board’s approved strategy and to strengthen its capital based. This was achieved by implementing a holistic strategic plan, designed to permanently resolve various legacy issues that continue to negatively impact the wider LifeStar Group and to support the consolidation and future growth of the Company as well as the enitre LifeStar Group. As a result, on 4 May 2021 the Malta Financial Services Authority approved an offer for sale of 18,518,519 ordinary shares in the Company at an offer price of €0.54 per share (‘the Share Offer’) and the offer of 6,570,000 ordinary shares in the Company to its shareholders in exchange for their ordinary shares in LifeStar Holding p.l.c. at an exchange ratio of 1 LifeStar Holding p.l.c. share to 1 share in the Company (‘the Exchange Offer). From the Share Offer, 10,854,000 shares (for a total value of €5,861,160) were received by the Company, whilst 5,897,951 shares from the Exchange Offer (for a total value of €3,184,894) were received by the Company. Furthermore, on 6 May 2021, the Malta Financial Services Authority approved the issue of €10,000,000 4% Subordinated Bonds due 2026-2031 issued by the Company (the “Subordinated Bonds”). A total of 24,313 Subordinated Bonds (for a total value of €2,431,300) were received by the Company.

 

2021 proved to be another uncertain year as the Covid-19 pandemic has continued to impact businesses globally. While many hoped that this pandemic would come to an end, the development of new variants has continued to impact all sectors globally. Like many businesses, the Group has learnt to operate within this reality and the circumstances obtained satisfactory results. In fact, at a consolidated level, the Insurance Group registered a profit after tax amounting of €0.54 million (2020: €0.9 million) and total comprehensive income of €1.9 million (2020: €1.2 million).

 

LifeStar Insurance p.l.c.

 

LifeStar Insurance p.l.c.’s profit before tax amounted to €1.4 million (2020: loss €0.4 million) and generated a total comprehensive income for the year of €2.6 million (2020: €0.6 million). The profit is due to the benefits and claims remaining fairly flat on the previous year despite suffering some severe adverse unrealised losses on local equities and sovereign bonds resulting in a fall in net investment income and fair value movements of €1.4 million.  Gross written premium decreased on the previous year mainly due to a number of maturities and cancellations that did not result in re-investments.  On the other hand we did experience a very encouraging increase in our Index Linked and Unit Linked insurance of 36.6%.  During the year, the Company received a gross dividend of €1.37 million from its subsidiary LifeStar Health which is still subject to a regulatory no objection.

 

An important part of the Company’s business involves managing the treasury function, investing policyholder and shareholder funds across a wide range of financial investments, including equities, fixed income securities and to a lesser extent properties. The Company’s results are sensitive to the volatility in the market value of these investments, either directly because the Company bears the investment risk, or indirectly because the Company earns management fees for investments managed on behalf of policyholders.

 

Operating expenses increased on the prior year by €0.3 million, due mainly to professional fees and salary costs to retain and protect our talent loss. The balance on the long-term technical account closed off with a small loss of €0.3 million compared to a much larger loss in 2020 of €1.3 million.

 

Another important measure for a Life Company would be the Value of in Force Business.  2021 produced an excellent increase of €1.4 million (2020: €0.07 million).  This led to a total comprehensive income for the year of €2.6 million compared to €0.6 million in 2020. 

 

As the impact of the pandemic has lingered and continues to impact business in the foreseeable future, the Directors continue to monitor the situation closely and have assessed the Company’s financial position and performance for 2022, to mitigate the impact brought about by the pandemic as well as its impact on capital. Such analysis was also extended to analyse the effect on the Solvency Capital Requirements (the “SCR”) of the Company by reference to the stressed test scenarios in latest ORSA (Own Risk and Solvency Assessment) reports prepared by the entity.

 

Total assets of the Group increased by 6.5% (2020: 6.2%) from €161.9 million to €171.9 million as at the end of the current reporting period. Technical provisions increased by 4.5% (2020: 10.6%) from € 124.4 million to €130.1 million. The Company’s Solvency II ratio was a healthy one and, as at 31 December 2021 amounting to 165%.

 

The Company's value of in-force business for 2021 registered an increase of €1.4 million (2020: €0.1 million) and, in aggregate, amounted to €11.9 million (2020: €10.5 million) at end of the current year - representing the discounted projected future shareholder profits expected from the insurance policies in force as at year end, adjusted for taxation.

 

The Board of directors approved a 2021 bonus declaration of 3.5% for Money Plus policies (2020: 3.5%) and 1% (2020: 1.5%) for all other interest sensitive products. The Company also announced a bonus rate of 0.5% (2020: 0.5%) for paid up policies.

 

LifeStar Health Limited

 

The COVID-19 pandemic has directly impacted the business of LifeStar Health Limited, in view of the reduction in travel insurance as well as a decrease in clients operating in the hospitality industry. Whilst 2020 saw clients postponing interventions and treatments to a more suitable time. The company saw an increase in claims in 2021 due to customer feeling more confident to undertake these procedures.  As a result, LifeStar Health Limited generated higher revenue and earnings during 2020; however, revenues and earnings generated during 2021 were in line with previous years. Consequently, LifeStar Health Limited, registered a profit before tax of €0.6 million (FY2020: €1.0 million), as revenue decreased from €2.1 million in FY2020 to €1.8 million in FY2021.

 

Net assets decreased from €2.1 million to €1.4 million, principally due to €1 million net dividends which were declared, subject to regulatory no objection, during the year (2020: Nil).

 

LifeStar Health Limited is required to comply with the own funds requirement as set by the Malta Financial Services Authority. The minimum capital requirements (defined as “the capital resource requirements”) must be maintained at all times throughout the year.  LifeStar Health Limited monitors its capital level through detailed reports compiled with management accounts.  Any transactions that may potentially affect LifeStar Health Limited’s regulatory position are immediately reported to the directors for resolution prior to notifying the Malta Financial Services Authority. The Company exceeded the required minimum capital requirements during the year under review.

 

Future outlook

 

The Directors intend to continue to operate in line with the Group’s current business plan.

 

Principal risks and uncertainties

The Group’s principal risks and uncertainties are further disclosed in Note 1 – Critical accounting estimates and judgements, Note 2 – Management of insurance and financial risk, Note 10 – Intangible assets covering details on the Group ’s value of in-force business, Note 13 – Investment property and assets held for sale disclosing the significant observable inputs, and Note 16 – Technical provisions for insurance and investment contracts which include the valuation assumptions.

 

Financial risk management

 

Note 2 to the financial statements provides details in connection with the Group’s use of financial instruments, its financial risk management objectives and policies and the financial risks to which it is exposed.

 

Results and dividends

 

The statement of comprehensive income sets out the results of the Group and the Company. After considering the net movement of value-in-force business and available-for-sale investments, the Group’s total comprehensive profit amounted to €1.9 million (2020: €1.2 million). The profit for the year after taxation was €0.5 million (2020: €0.9 million). No dividends were declared during the year under review (2020: Nil) at the Company level, however a gross dividend of €1.37 million was declared by LifeStar Health Limited subject to regulatory no objection.

 

Events after the reporting date

 

Towards the end of February 2022, the armed conflict between the Russian Federation and Ukraine set in motion a chain of diplomatic efforts and other major geopolitical events which led a number of western nations, including the EU institution and the United States government, to impose a number of sanctions on Russia and Belarus. These current sanctions in place include several restrictive measures of a direct financial nature that are having a significant direct impact on the broad economy of the invading nations, as well as resulting in a downgrading of their sovereign and private debt by international credit rating agencies.

 

The consequences of these restrictive measures are however also expected to have a significant impact on the economies of the countries implementing such trade restrictions, with a spill-over on the world economy, as uncertainty and market volatility remain high across all industries with increasing tensions and rhetoric on both sides. The cost of doing business is undoubtedly set to rise further, following the initial COVID-19 shocks on the global economy seen in the last couple of years, as the ongoing conflict in Ukraine and COVID-related measures continue to rock global supply chains. The economic magnitude of this will depend on how the conflict unfolds. Different scenarios present different economic outcomes in terms of impact magnitude and on the eventual recovery.

 

The Company is not expected to be negatively impacted by the ongoing conflict in Ukraine because the Group’s business is predominantly in Malta. However, should individuals continue to refrain from travelling due to the ongoing conflicts as well as the continuous spikes in COVID-19 numbers, travel insurance may decrease which would ultimately impact revenue generated from LifeStar Health Limited. The Directors continue to actively monitor the situation, as well as all developments taking place internationally in order to take any action that might be necessary in the eventuality that developments in the conflict start to impact the Group’s turnover and business activity.

 

Going concern

 

The Directors, as required by Capital Markets Rule 5.62, have considered the Group’s operating performance, the statement of financial position at year end, as well as the business plan for the coming year, and they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.  For this reason, they continue to adopt the going concern basis in preparing the financial statements.

 

Directors

 

The Directors of the Company who held office during the period were:

 

Prof. Paolo Catalfamo

Mr. Joseph C. Schembri

Mr. Nicolas Hornby Taylor (deceased on 27 April 2021)

Ms. Cristina Casingena

Mr. Mark J. Bamber (appointed on 23 April 2021)

Mr. Joseph M. Rizzo (appointed on 7 December 2021)

 

In terms of Article 117 of the Articles of Association, the term of appointment of the Directors still in office expires at the end of the forthcoming Annual General Meeting. 

 

The Directors are required in terms of the Company’s Articles of Association to retire at the forthcoming Annual General Meeting and shall be automatically eligible for re-election by the Company in general meeting, without the need for nomination.

 

Remuneration Committee and corporate governance

 

The Board of Directors has set up an Audit and Risk Committee, as well as a Remuneration and Nominations Committee. The Board of the Company will be submitting to the Shareholders at the next Annual General Meeting the Remuneration Report for the financial year ending 31 December 2021 (the “Reporting Period”). The Remuneration Report is drawn up in accordance with, and in fulfilment of the provisions of Chapter 12 of the Capital Markets Rules issued by the Malta Financial Services Authority (“Capital Markets Rules”) relating to the Remuneration Report and Section 8A of the Code of Principles of Good Corporate Governance (Appendix 5.1 of the Capital Market Rules) regarding the Remuneration Statement.  

 

The Remuneration Report provides a comprehensive overview of the nature and quantum of remuneration paid to the individual Directors and the Chief Executive Officer during the Reporting Period and details how this complies with the Company’s Remuneration Policy. The Remuneration Report is intended to provide increased corporate transparency, increased accountability and a better shareholder oversight of the remuneration paid to Directors and the Chief Executive Officer. The contents of the Remuneration Report have been reviewed by the Company’s Auditors to ensure that the information required in terms of Appendix 12.1 of the Capital Market Rules has been included.

 

The Group’s arrangements for corporate governance are reported in the ‘Corporate Governance - Statement of compliance’ section.

 

Statement of Directors’ responsibilities

 

The Directors are required by the Insurance Business Act (Cap. 403 of the Laws of Malta) and the Companies Act (Cap. 386 of the Laws of Malta) to prepare financial statements which give a true and fair view of the state of affairs of the Group as at the end of each financial year and of the profit or loss for that year.

 

In preparing the financial statements, the Directors are responsible for:

 

ensuring that the financial statements have been drawn up in accordance with International Financial Reporting Standards (IFRS’s) as adopted by the EU;

selecting and applying appropriate accounting policies;

making accounting estimates that are reasonable in the circumstances; and

ensuring that the financial statements are prepared on the going concern basis unless it is inappropriate to presume that the Group will continue in business as a going concern.

 

The Directors are also responsible for designing, implementing and maintaining internal controls relevant to the preparation and the fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error, and that comply with the Insurance Business Act (Cap. 403 of the Laws of Malta) and the Companies Act (Cap. 386 of the Laws of Malta). They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

In addition, the Directors are required to ensure that the Company has, at all times, complied with and observed the various requirements of the Insurance Business Act (Cap. 403 of the Laws of Malta) and that LifeStar Health Limited has, at all times, complied with and observed the various requirements of the Insurance Distribution Act (Cap. 487 of the Law of Malta).

 

Information provided in accordance with Capital Markets Rule 5.70.1

 

There were no material contracts to which the Company, or its subsidiary was a party, and in which anyone of the Company’s Directors was directly or indirectly interested.

 

Auditors

 

Grant Thornton have intimated their willingness to continue in office.

A resolution to reappoint Grant Thornton as auditor of the Company will be proposed at the forthcoming annual general meeting.

Information provided in accordance with Capital Markets Rule 5.64

 

The authorised share capital of the Company is fifty million Euro (€50,000,000.06) divided into three hundred and fifty three million, four hundred and eleven thousand, nine hundred and forty two (353,411,942) ordinary shares of fourteen Euro cents (€0.141478) each share.

 

The issued share capital of the Company is nine million, one hundred and sixty nine thousand, eight hundred and seventy Euro and sixty eight cents (€9,169,870.68) divided into sixty four million, eight hundred and fourteen thousand, eight hundred and seventeen (64,814,817) ordinary shares of fourteen Euro cents (€0.141478) each share, which have been subscribed for and allotted fully paid-up.

 

The issued shares of the Company consist of one (1) class of ordinary shares with equal voting rights attached. The shares carry equal rights to participate in any distribution of dividends declared by the Company. Each share shall be entitled to one (1) vote at the meetings of the shareholders. The shares are freely transferable in accordance with the rules and regulations of the Malta Stock Exchange, as applicable from time to time, and in terms of the provisions of the Articles of Association of the Company.

 

The Directors confirm that as at 31 December 2021, LifeStar Holding p.l.c., and GlobalCapital Financial Management Limited (as nominee for client accounts), held a shareholding in excess of 5% of the total issued share capital. 

 

The Nominations and Remuneration Committee of the Board of Directors currently consists solely of Non-Executive Directors. It has the responsibility to assist and advise the Board of Directors on matters relating to the remuneration of the Board of Directors and senior management, in order to motivate and retain executives and ensure that the Company is able to attract the best talents in the market in order to maximise shareholder value.

 

The rules governing the appointment and replacement of the Company’s Directors are contained in Articles 107 to 124 of the Company’s Articles of Association. Directors of the Company are elected on an individual basis by ordinary resolution of the Company in general meeting. The order of priority of the said ordinary resolutions shall be determined and decided by lot. The Company may, in accordance with article 140 of the Companies Act (Cap. 386 of the Laws of Malta) remove a Director by ordinary resolution taken at a general meeting at any time prior to the expiration of his term of office, if any.

 

The Directors can only issue shares following an extraordinary resolution passed in the Annual General Meeting. This and other powers vested in the Company’s Directors are confirmed in Articles 132 to 142 of the Company’s Articles of Association.

 

It is hereby declared that as at 31 December 2021, the information required under Capital Markets Rules 5.64.4, 5.64.5, 5.64.6, 5.64.7, 5.64.10 and 5.64.11 is not applicable to the Company

 

Information pursuant to Capital Markets Rule 5.70.2

 

The Company Secretary is Dr Clinton Calleja and the registered office is LifeStar Insurance p.l.c., Testaferrata Street, Ta’ Xbiex, Malta.

 

Statement by the Directors pursuant to Capital Markets Rule 5.68

 

We, the undersigned, declare that to the best of our knowledge, the financial statements prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and its subsidiaries included in the consolidation taken as a whole, and that this Director’s report includes a fair review of the performance of the business and the position of the Company and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

         Signed on behalf of the Board of Directors on 8 April 2022 by Prof. Paolo Catalfamo (Director) and Joseph C. Schembri (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report. :

 

Corporate Governance – Statement of Compliance

 

Introduction

 

Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, the Company whose equity securities are listed on a regulated market should endeavour to adopt the Code of Principles of Good Corporate Governance (“the Code”) as contained in Appendix 5.1 to Chapter 5 of the Capital Markets Rules.  In terms of the Capital Markets Rules, the Company is hereby reporting on the extent of its adoption of the Code.

 

The Company acknowledges that the Code does not prescribe mandatory rules but recommends principles so as to provide proper incentives for the Board of Directors (“the Board”) and the Company’s management to pursue objectives that are in the interests of the Company and its shareholders.  Good corporate governance is the responsibility of the Board, and in this regard the Board has carried out a review of the Company’s compliance with the Code during the period under review, and hereby provides its report thereon.

 

As demonstrated by the information set out in this statement, the Company believes that during the reporting period, it has been in full compliance with the Code.

 

Compliance with the Code

 

Principles 1 and 4: The Board

 

The Directors report that for the financial year under review, the Directors have provided the necessary leadership in the overall direction of the Company and have performed their responsibilities for the efficient and smooth running of the Company with honesty, competence and integrity. The Company is committed to the highest standards of business conduct and seeks to maintain these standards across all of its operations.

 

Directors, individually and collectively, are of appropriate calibre, with the necessary skill and experience to assist them in providing leadership, integrity and judgement in directing the Company towards the maximisation of shareholder value and to make an effective contribution to the leadership and decision-making processes of the Company as reflected by the Company’s strategy and policies. In fact, the Board comprises a number of individuals, all of whom have extensive knowledge of insurance. Members of the Board are selected on the basis of their core competencies and professional background in the industry so as to ensure the continued success of the Company.

 

All the members of the Board are fully aware of, and conversant with, the statutory and regulatory requirements connected to the business of the Company. The Board is accountable for its performance and that of its delegates to shareholders and other relevant stakeholders.

Its responsibilities also involve the oversight of the Company’s internal control procedures and financial performance, and the review of business risks facing the Company, ensuring that these are adequately identified, evaluated, managed and minimised. The activities of the Board are exercised in a manner designed to ensure that it can effectively supervise the operations of the Company and protect the interests of bondholders, external borrowers and the shareholders

 

The Company has a structure that ensures a mix of executive and non-executive directors and that enables the Board to have direct information about the Company’s performance and business activities.

 

All directors are required to:

 

Exercise prudent and effective controls which enable risk to be assessed and managed in order to achieve continued prosperity to the Company;

Be accountable for all actions or non-actions arising from discussion and actions taken by them or their delegates;

Determine the Company’s strategic aims and the organisational structure;

Regularly review management performance and ensure that the Company has the appropriate mix of financial and human resources to meet its objectives and improve the economic and commercial prosperity of the Company;

Acquire a broad knowledge of the business of the Company;

Be aware of and be conversant with the statutory and regulatory requirements connected to the business of the Company;

Allocate sufficient time to perform their responsibilities; and

Regularly attend meetings of the board.

 

In terms of the Capital Markets Rules 5.117 – 5.134 the Board has established an Audit committee to monitor the Company’s present and future operations, threats and risks in the external environment and current and future strengths and weaknesses. The Audit committee ensures that the Company has the appropriate policies and procedures in place to ensure that the Company and its employees maintain the highest standards of corporate conduct, including compliance with applicable laws, regulations, business and ethical standards. The Audit committee has a direct link to the board and is represented by the Chairman of the Audit committee in all Board meetings.

 

Principle 2: Chairman and Chief Executive Officer 

 

In compliance with the provisions of this Principle, the functions of the Chairman and the CEO of the Company are segregated from one another. Prof. Paolo Catalfamo occupies the post of Chairman whilst Ms. Cristina Casingena occupies the post of CEO.

 

The responsibilities and roles of the Chairman and the Chief Executive Officer are clearly established and agreed to by the Board of Directors.

 

The Chairman is responsible to:

 

Lead the board and set its agenda;

Ensure that the directors of the board receive precise, timely and objective information so that they can take sound decisions and effectively monitor the performance of the company;

Ensure effective communication with shareholders; and

Encourage active engagement by all members of the board for discussion of complex or contentious issues.

 

Principle 3: Composition of the Board

 

In accordance with the provisions of the Company’s Articles of Association, the appointment of Directors to the Board is exclusively reserved to the Company’s shareholders, except in so far as appointment is made to fill a casual vacancy on the Board, and which appointment would expire at the Company’s Annual General Meeting following appointment.  Any vacancy among the Directors may be filled by the co-option of another person to fill such vacancy.  Such co-option shall be made by the Board of Directors. 

 

The Board has the overall responsibility for the activities carried out within the Company and the Group and thus decides on the nature, direction, strategy and framework of the activities and sets the objectives for the activities.

 

The Board is composed of five (5) Directors (one (1) of whom is the Chairman), with four (4) being non-executive Directors and one being an executive Director. The present mix of executive and non-executive directors is considered to create a healthy balance and serves to unite all stakeholders interests, whilst providing direction to the Company’s management to help maintain a sustainable organisation.

 

The non-executive directors constitute a majority on the Board and their main functions are to monitor the operations of the executive director (the Chief Executive Officer) and her performance. For the purpose of Capital Markets Rules 5.118 and 5.119, Mr Mark J Bamber, Mr Joseph C Schembri and Mr Joseph M Rizzo are the non-executive directors which are deemed independent.  Each director is mindful of maintaining independence, professionalism and integrity in carrying out his duties, responsibilities and providing judgement as a director of the Company.

 

The Board considers that none of the independent directors of the Company:

 

Are or have been employed in any capacity by the Company;

Have or have had, over the past three years, a significant business relationship with the Company;

Have received or receives significant additional remuneration from the company in addition to its director’s fee;

Have close family ties with any of the company’s executive directors or senior employees; and

Have been within the last three years an engagement partner or a member of the audit team or past external auditor of the company.

 

Each of the directors hereby declares that he undertakes to:

 

Maintain in all circumstances his independence of analysis, decision and action;

Not to seek or accept any unreasonable advantages that could be considered as compromising his independence; and

Clearly express his opposition in the event that he finds that a decision of the board may harm the company.

 

The Board of Directors is currently chaired by Prof. Paolo Catalfamo. The Company Secretary (Dr. Clinton Calleja) attends all meetings and takes minutes. Under the direction of the Chairman, the Company Secretary’s responsibilities include ensuring good information flows between the Board of Directors and its Committees and between senior management and the Directors, as well as ensuring that the Board of Directors’ procedures are followed. The Company’s Articles of Association also provide for adequate controls and procedures in so far as the treatment of conflicts of interest during Board of Directors meetings is concerned.

 

The Articles of Association of the Company clearly set out the procedures to be followed in the appointment of directors. The following Directors served on the Board during the period under review:

 

Prof. Paolo Catalfamo

Non-executive Director

Ms. Cristina Casingena

Executive Director

Mr. Joseph C. Schembri

Independent, Non-executive Director

Mr. Nicolas Hornby Taylor (deceased on 27 April 2021)

Independent, Non-executive Director

Mr. Mark J. Bamber (appointed on 23 April 2021)

Independent, Non-executive Director

Mr. Joseph M. Rizzo (appointed on 7 December 2021)

Independent, Non-executive Director

 

Principle Five: Board Meetings

 

The Directors meet regularly to dispatch the business of the Board. The Directors are notified of forthcoming meetings by the Company Secretary with the issue of an agenda and supporting Board papers, which are circulated in advance of the meeting. Minutes are prepared during the Board meetings recording inter alia attendance, and resolutions taken at the meeting. The Chairman ensures that all relevant issues are on the agenda supported by all available information, whilst encouraging the presentation of views pertinent to the subject matter and giving all Directors every opportunity to contribute to relevant issues on the agenda. The agenda for the meeting seeks to achieve a balance between long-term strategic and short-term performance issues.

 

The Board of Directors meets in accordance with a regular schedule of meetings and reviews and evaluates the Group’s strategy, major operational and financial plans, as well as new material initiatives to be undertaken by the Group. The Board of Directors meets formally at least once every quarter and at other times on an ‘as and when’ required basis.

 

During the period under review, the Board of Directors me seventeen (17) times. The following Directors attended Board meetings as follows:

 

 

Meetings

 

 

Prof. Paolo Catalfamo

17

Ms. Cristina Casingena

16

Mr. Joseph C. Schembri

17

Mr. Nicolas Hornby Taylor (deceased 27 April 2021)

10

Mr. Mark J. Bamber (appointed on 23 April 2021)

8

Mr. Joseph M. Rizzo (appointed on 7 December 2021)

1

 

Principle Six: Information and Professional Development

 

The Company ensures that it provides directors with relevant information to enable them to effectively contribute to Board decisions. The Company Secretary ensures effective information flows within the Board, committees and between senior management and Directors, as well as facilitating professional development. The Company Secretary advises the Board through the Chairman on all governance matters.

 

Directors may, in the course of their duties, take independent professional advice on any matter at the Company’s expense. The Company will provide for additional individual Directors' training on a requirements basis. 

 

The Chief Executive Officer ensures that systems are in place:

 

1.

to provide for the development and training of the management and employees generally so that the Company remains competitive;

2.

to provide additional training for individual Directors where necessary;

3.

to monitor management and staff morale; and

4.

to establish a succession plan for senior management.

 

Principle Seven: Evaluation of the Board’s Performance

 

The Chairman of the Board informally evaluates the performance of the Board members, which assessment is followed by discussions within the Board.  Through this process, the activities and working methods of the Board and each committee member are evaluated.  Amongst the things examined by the Chairman through his assessment are the following: how to improve the work of the Board further, whether or not each individual member takes an active part in the discussions of the Board and the committees; whether they contribute independent opinions and whether the meeting atmosphere facilitates open discussions. Under the present circumstances the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role as the Board’s performance is furthermore also under the scrutiny of the shareholders. On the other hand, the performance of the Chairman is evaluated by the Board of Directors of the ultimate controlling party, taking into account the manner in which the Chairman is appointed.  The self-evaluation of the Board has not led to any material changes in the Company’s governance structures and organisations.

 

Principle Eight: Committees

 

Audit and Risk Committee

 

The Board of Directors delegates certain responsibilities to the Audit Committee, the terms of reference of which reflect the requirements stipulated in the Capital Markets Rules. As part of its terms of reference, the Audit Committee has the responsibility to vet, approve, monitor and scrutinise any related party transactions falling within the ambits of the Capital Markets Rules, and to make its recommendations to the Board of Directors on any such proposed related party transactions. The Audit Committee also assists the Board of Directors in monitoring and reviewing the Group’s financial statements, accounting policies and internal control mechanisms in accordance with the Committee’s terms of reference.

 

In the performance of its duties the Audit Committee calls upon any person it requires to attend meetings.  The external auditors of the Company are invited to attend all relevant meetings. The internal auditors are also invited to attend meetings of the Audit Committee and report directly any findings of their audit process.  The head of legal and compliance, as well as the compliance officers of the regulated subsidiaries are invited to attend meetings of the Audit Committee to present their compliance reports, as necessary. In addition, the Audit Committee invites the Chief Financial Officer and other members of management to attend Audit Committee meetings on a regular basis and as deemed appropriate.

 

The Audit Committee also approves and reviews the Group’s Compliance Plan and Internal Audit Plan prior to the commencement of every financial year and monitors the implementation of these plans. The remit of the Audit Committee was also extended to include group risk management, and it is also referred to as the Audit and Risk Committee.

 

The Audit Committee is directly responsible and accountable to the Board. During the financial year under review, the Audit Committee held two (2) meetings, having been constituted following the admission of the Company’s shares to the Official List of the Malta Stock Exchange plc with effect from 08 June 2021.

 

Members

Committee meetings attended

 

 

Joseph C. Schembri

2

Mark J. Bamber

2

Joseph M. Rizzo (Member since 7 December 2021)

1

 

The Audit Committee is chaired by Joseph C. Schembri, who is an auditor by profession, and is considered to be an independent non-executive member possessing the necessary competence in auditing and accounting as required in terms of the Capital Markets Rules. All the members that served on the Audit Committee were deemed by the Board of Directors to be Independent Non-Executive Directors, and the Board of Directors felt that as a whole the Audit Committee had the necessary skills, qualifications and experience in satisfaction of the Capital Markets Rules.

 

The terms of reference of the Audit Committee include, inter alia , its support to the Board of the Company in its responsibilities in dealing with issues of risk management, control and governance and associated assurance. The Board has set formal terms that establish the composition, role , function, the parameters of the Audit Committee’s remit as well as the basis for the processes that it is required to comply with. The Terms of Reference of the Audit Committee, which were approved by the Malta Financial Services Authority, are modelled on the principles set out in the Capital Markets Rules themselves.

 

Briefly, the Audit Committee is expected to deal with and advise the Board on the following matters:

 

a)

its monitoring responsibility over the financial reporting processes, financial policies and internal control structures;

b)

monitoring the performance of the entity or entities borrowing funds (the subsidiaries) from the Company;

c)

maintaining communications on such matters between the Board, management and the independent auditors;

d)

facilitating the independence of the external audit process and addressing issues arising from the audit process; and

e)

preserving the Company’s assets by understanding the risk environment and determining how to deal with those risks.

 

In addition, the Audit Committee also has the role and function of scrutinising and evaluating any proposed transaction prior to be entered into by the Company and a related party, to ensure that the execution of any such transaction is at arm's length and on a commercial basis and ultimately in the best interests of the Company. The Audit committee oversees the financial reporting of the Company and ensures the process takes place in a timely manner. The committee is free to question any information that may seem unclear.

 

Remuneration and Nomination Committee

 

The Board has established a Remuneration and Nomination Committee, which performs the functions of a remuneration committee and of a nomination committee (in each case in compliance with the requirements of the Corporate Governance Code of the Capital Markets Rules).

 

During the financial year under review, the Nominations and Remuneration Committee met three (3) times and was composed of Mark Bamber as Chairman, and Joseph C. Schembri as member.

Remuneration Function

 

The Remuneration and Nomination Committee monitors, reviews, and advises on the Company’s remuneration policy as well as approves the remuneration packages of senior executives and management. The main activities of the Remuneration and Nomination Committee include devising appropriate policies and remuneration packages to attract, retain, and motivate Directors and senior management of a high caliber in order to well position the Company and LifeStar Health within the insurance market and its areas of business.

 

In the fulfilment of its remuneration matters oversight, the Committee monitors, reviews and advises on the Group’s Remuneration Policy, as well as approves the remuneration packages of senior executives and Management.

 

Nominations Function

 

The Remuneration and Nominations Committee is also responsible for making recommendations for appointment to the Board and for reviewing in order to ensure that appointments to the Boards are conducted in a systematic, objective and consistent manner. It is also responsible for the review of performance of the Company’s Board members and committees, the appointment of senior executives and management and the development of a succession plan for senior executives and management. Additionally, this committee monitors, reviews and advises on the Company’s remuneration policy as well as approves the remuneration packages of senior executives and management.

 

Other Management Committees

 

Executive Committee (EXCO)

 

The Company’s EXCO operates as a direct management committee under the authority of the Board and is responsible for the overall delivery of the Company’s strategy. EXCO also acts as Product and Pricing Committee with the prime responsibility of approving and overseeing the implementation of new products, new terms for new and existing products and marketing campaigns. The EXCO is also tasked with the approval and oversight of the performance of all products and with ensuring that products, product designs and product distribution are aligned with their intended target market and with the identified customers’ needs.

 

EXCO meets at least ten times a year and executes the first line management responsibilities. During the period under review the EXCO met twelve (12) times. The EXCO is composed of Cristina Casingena (CEO); Roberto Apap Bologna (CFO), Jonathan Camilleri (Chief Operations Officer), Adrian Mizzi (Chief Information Officer), Chris Chetcuti (Head of Sales), Jonathan Portelli (Life Operations Manager), Rebeca Alexiu (Product Manager), Enrico Depasquale (Compliance Manager); Maria Michaelides (Actuarial Function – Deloitte Cyprus) and Dimitris Dimitriou (Risk Manager – Deloitte Cyprus).

 

Asset and Liability Committee (ALCO)

 

ALCO’s primary responsibilities are to report and advise the Board on all matters pertaining to the balance sheet (asset and liabilities) and investments of the Company’s monies. ALCO is also responsible for managing balance sheets, associated risks and earnings (economic, IFRS) and capital levels to achieve performance objectives within prescribed risk parameters.

 

ALCO reviews and submits to the Board for approval the Company’s investment policy on an annual basis and ensures that the investments of the Company are in compliance with the prudent person principle as directed by the article 132 of the Solvency II Directive (Directive 2009/138/EC).

 

ALCO monitors the investment performance of the Company on a regular basis and ensures that an appropriate governance framework is in place for the appointment and monitoring of the activity of external or internal asset managers. ALCO has the oversight responsibility of any outsourced investment management arrangement.

 

ALCO meets at least quarterly and executes the first line management responsibilities. During the period under review, the ALCO met five (5) times. The ALCO is composed of Cristina Casingena (CEO), Roberto Apap Bologna (CFO), Konrad Camilleri (Investment Manager), Keith Huber (Independent Investment Advisor), Enrico Depasquale (Compliance Officer), Dimitris Dimitriou (Risk Manager – Deloitte Cyprus), Maria Michaelides (Actuarial Function – Deloitte Cyprus).

 

Risk Management Committee (RMC)

 

RMC operates as a direct management committee under the authority of the Board and is responsible for the overall enterprise-wide management of all risk within the Company or impacting the Company.

 

RMC is responsible for the ongoing monitoring, assessment, reporting and management of the risk environment and the effectives of the risk management framework.

 

RMC meets at least quarterly and executes the second line of defense responsibilities. During the period under review the RMC met five (5) times. The RMC is composed of Cristina Casingena (CEO), Roberto Apap Bologna (CFO), Jonathan Camilleri (Chief Operations Officer), Dimitris Dimitriou (Risk Manager – Deloitte Cyprus), Maria Michaelides (Actuarial Function – Deloitte Cyprus) and Enrico Depasquale (Compliance Manager).

 

Internal controls

 

The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its effectiveness. The Company has an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve its objectives. 

 

The Group encompasses different licensed activities regulated by the MFSA. These activities include the carrying on of long-term business of insurance under the Insurance Business Act (Cap. 403 of the Laws of Malta); and acting as an agent for sickness and accident insurance in terms of the Insurance Distribution Act (Cap. 487 of the Laws of Malta). The Board of Directors has continued to ensure that effective internal controls and processes are maintained to support sound operations, and the committees set up by the Company (EXCO, ALCO and RMC) further enhance internal controls and processes. Policies such as Risk Compliance Monitoring Programmes, Risk Management, Complaints, Data Protection, Internal Audit and Anti-Money Laundering Policies and Procedures have been adopted. The policies that have been adopted also include a Conflict of Interest Policy.

 

The Directors are aware that internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives, and can only provide reasonable, and not absolute, assurance against normal business risks. During the financial year under review the Company operated a system of internal controls which provided reasonable assurance of effective and efficient operations covering all controls, including financial and operational controls and compliance with laws and regulations. Processes are in place for identifying, evaluating and managing the significant risks facing the Company.

 

The Company has implemented control procedures designed to ensure complete and accurate accounting for financial transactions and to limit the potential exposure to loss of assets or fraud. Measures taken include physical controls, segregation of duties and reviews by management, internal audit and the external auditors. The Internal Audit Department monitors and reviews the Group’s compliance with policies, standards and best practice in accordance with an Internal Audit Plan approved by the Audit Committee. KPMG fulfil the functions of internal auditors of the Company.

 

Principle Nine and Ten: Relations with Shareholders and with the Market, and Institutional Shareholders

 

The Company recognises the importance of maintaining a dialogue with its shareholders and of keeping the market informed to ensure that its strategies and performance are well understood.  During the period under review, the Company has maintained an effective communication with the market through a number of channels including Company announcements and Circulars.

 

The Company shall also communicate with its shareholders through the Company’s Annual General Meeting (“AGM”) to be held later in 2022, which will include resolutions such as the approval of the Annual Report and Audited Financial Statements for the year ended 31 December 2021, the election/re-election of Directors, the determination of the maximum aggregate emoluments that may be paid to Directors, the appointment of auditors and the authorisation of the Directors to set the auditors’ remuneration, as well as any other resolution as may necessary in terms of law or as required by the Company. In terms of Rule 12.26L of the Capital Market Rules, an annual general meeting shall have the right to hold an advisory vote on the remuneration report of the most recent financial year. Both the Chairman of the Board and the Chairman of the Audit Committee will be available to answer shareholder questions, which may be put forward in terms of Rule 12.24 of the Capital Markets Rules.

 

Apart from the AGM, the Group communicates and shall communicate with its shareholders through the publication of its Annual Report and Financial Statements, the publication of interim results, updates and articles on the Group’s website, the publication of Group announcements and press releases.

 

The Office of the Company Secretary maintains regular communication between the Company and its investors.  Individual shareholders can raise matters relating to their shareholdings and the business of the Company at any time throughout the year, and are given the opportunity to ask questions at the AGM or to submit written questions in advance.

 

As provided by the Companies Act (Cap. 386), minority shareholders may convene Extraordinary General Meetings. 

 

Principle Eleven: Conflicts of Interest

 

The Directors are fully aware of their responsibility always to act in the best interests of the Company and its shareholders as a whole irrespective of whoever appointed or elected them to serve on the Board. 

 

On joining the Board and regularly thereafter, the Directors are informed of their obligations on dealing in securities of the Company within the parameters of law, including the Capital Markets Rules, and Directors follow the required notification procedures.

             

Directors’ interest in the shareholding of the Company:

 

 

Number of shares

as at 31 December 2021

 

Prof. Paolo Catalfamo

Ms. Cristina Casingena

Mr. Joseph C. Schembri

Mr. Nicolas Hornby Taylor (deceased on 27 April 2021)

Mr. Mark J. Bamber (appointed on 23 April 2021)

Mr. Joseph M. Rizzo (appointed on 7 December 2021)

Nil

Nil

Nil

Nil

Nil

Nil

 

 

With the exception of Paolo Catalfamo, none of the Directors of the Company have any interest in the shares of the Company’s subsidiaries or investees or any disclosable interest in any contracts or arrangements either subsisting at the end of the last financial year or entered into during this financial year. No other changes in the Directors’ interest in the shareholding of the Company between year-end and 8 April 2022.

 

Paolo Catalfamo holds shares in the Company indirectly through his shareholding in Investar plc which is the Company’s ultimate holding company as disclosed in note 30.

 

Principle Twelve: Corporate Social Responsibility

 

The Company seeks to adhere to sound Principles of Corporate Social Responsibility in its management practices, and is committed to enhance the quality of life of all stakeholders of the Company. The Board is mindful of the environment and its responsibility within the community in which it operates. In carrying on its business the Company is fully aware of and at the forefront in preserving the environment and continuously reviews its policies aimed at respecting the environment and encouraging social responsibility and accountability. During the financial year under review, the Group pursued its corporate social responsibility by supporting and contributing to a number of charitable causes.

 

Remuneration Report

 

Remuneration Committee

 

The remuneration functions of the Remuneration and Nominations Committee were performed by Mark Bamber as Chairman, and Joseph C. Schembri as member.

 

Remuneration policy

 

The Remuneration Policy of the Company is intended to provide an over-arching framework that establishes the principles and parameters to be applied in determining the remuneration to be paid to any member of the Board of Directors, and the senior executives. The policy describes the components of such remuneration and how this contributes to the Company’s business strategy, in the context of its long term sustainable value creation. This remuneration policy is divided into five (5) parts distinguishing between directors, senior management, employees, intermediaries and service providers.

 

Remuneration payable to Directors

 

Fixed remuneration

 

The remuneration payable to Directors shall be fixed and will not have any incentive programmes and Directors will therefore not receive any performance-based remuneration. None of the Directors, in their capacity as Directors of the Company, is entitled to profit-sharing, share options or pension benefits.

 

In addition to fixed remuneration in respect of their position as members of the Board of Directors of the Company, individual Directors who are also appointed to chair, or to sit as members of, one or more committees or sub-committees of the Company, or its subsidiaries, are entitled to receive additional remuneration as may be determined by the Board of Directors from time to time. Any such additional remuneration shall, however, form part of the aggregate emoluments of the Directors as approved by the general meeting of the Company. The basis upon which such additional remuneration is paid shall take into account the skills, competencies and technical knowledge that members of such committees require and the respective functions, duties and responsibilities attaching to membership of such committees.

 

Other entitlements

 

The Company may also pay out fringe benefits, comprising of medical and life insurance.

 

Director Employment Service Contracts

 

As at the date hereof, Ms. Cristina Casingena is the only executive Director of the Company and occupies the role of Chief Executive Officer, having an employment service contract.

 

Remuneration payable to executives

 

Managing Director: The Remuneration Committee will forward its proposal for the remuneration of the Managing Director to the Board of Directors (in the absence of the Managing Director), and the Board will endorse / amend / make recommendations as deemed fit. The remuneration of the Managing Director will consist of a salary and any performance-related bonuses or fringe benefits will be at the sole discretion of the Remuneration Committee with the final approval of the Board of Directors.

 

 

Chief Executive Officer: The remuneration of the Chief Executive Officer will consist of a salary, and any performance related bonuses and any fringe benefits will be at the sole discretion of the Chairman and submitted for approval of the Remuneration and Nominations Committee. The Chairman (directly or through the Chief Finance Officer) will forward any recommendations for any changes to the remuneration of the Chief Executive Officers for the consideration of the Remuneration and Nominations Committee which will in turn review any such request and forward any request to the Board for the Board’s final approval. [Presently the roles of Managing Director and Chief Executive Officer are occupied by Ms. Cristina Casingena].

 

 

Head/Senior Manager: The remuneration of the Head / Senior Managers will be at the sole discretion of the Chairman and/or the Chief Executive Officer without the need to refer to the Remuneration and Nominations Committee or the Board of Directors subject that the remuneration does not exceed a yearly remuneration of Fifty Thousand Euros (€50,000). Any amount over this threshold will require the endorsement of the Remuneration Committee.

 

 

Senior executive service contracts

 

All senior executive contracts are of an indefinite duration and subject to the termination notice periods prescribed by law.

 

Remuneration Report

 

In terms of Rule 12.26K of the Capital Markets Rules, the Company is also required to draw up an annual remuneration report (the “Remuneration Report”), which report is to:

 

I.

provide an overview of the remuneration, including benefits in whatever form, awarded or due to members of the Board of Directors and the CEO during the financial year under review; and

II.

explain whether any deviations have been made from the Remuneration Policy of the Company.

 

In this respect, the Company is hereby producing its remuneration report following the approval and entry into effectiveness, in October 2020, of the Remuneration Policy described in the preceding sections.

 

Remuneration paid to Directors (including the CEO)

 

All remuneration for directors was in conformity with this policy. The remuneration paid to individual Directors during the year under review and 2020 was as follows:

 

Name

Position

2021

2020

 

 

 

 

Paolo Catalfamo:

Non-Executive Director and Chairman

€ 33,925

€ 5,000

Joseph C Schembri:

Independent Non-Executive Director

€ 7,065

€ 5,000

Joseph M Rizzo:

Independent Non-Executive Director

€ -

€ -

Mark J Bamber

Independent Non-Executive Director

€ 10,000

€ -

Nicolas Hornby Taylor

Independent Non-Executive Director

€ 1,250

€ 5,000

 

The total emoluments received by the Chief Executive Officer, who is also an Executive Director for the financial years 2021 and 2020 were as follows:

 

 

2021

2020

 

Fixed

Variable

Fixed

Variable

 

Ms. Cristina Casingena

110,958

-

110,958

-

 

 

 

 

 

The remuneration paid to the Directors covers both their role as directors of Company and their role as members of chairpersons or members of any sub-committees of the Company, as well as their position as directors of subsidiaries forming part of the Group.

 

It is the shareholders, in terms of the memorandum and articles of association of the company, who determine the maximum annual aggregate emoluments of the directors by resolution at the annual general meeting of the company. Remuneration payable to directors (in their capacity as directors) is reviewed as and when necessary and is not linked to the share price or the company’s performance. These are benchmarked against market practice for major local companies of similar size and complexity.

 

The aggregate amount fixed for this purpose during the last annual general meeting of LifeStar Holding plc was €400,000. A maximum annual aggregate emoluments of the Directors of the Company shall be fixed at the upcoming annual general meeting.

 

The aggregate emoluments of the Directors (including the CEO) in respect of their role as directors of the Company and, where applicable, as members of sub-committees of the Board of Directors of the Company and non-executive directors of LifeStar Health Limited, amounted to €175,000. No variable remuneration is paid to Directors in their capacity as Directors of the Company.  The Directors do not expect the abovementioned maximum aggregate remuneration limit of €400,000 to be exceeded during the financial year ending 31 December 2022.

 

The Remuneration Committee is satisfied that the fixed remuneration for the year under review is in line with the core principles of the Remuneration Policy applicable during the year under review, including giving due regard to market conditions and remuneration rates offered by comparable organisations for comparable roles.

 

Remuneration paid to Senior Management

 

Remuneration paid to Senior Management amounts to €569,405 and excludes the fringe benefit for health insurance and life cover as described above.

 

Decision-making with respect to the Remuneration Policy

 

Whereas the Board of Directors is responsible for determining the Remuneration Policy of the Company, the Remuneration and Nominations Committee, acting in its function as the Remuneration Committee, is, in turn, responsible for overseeing and monitoring its implementation and ongoing review thereof. This policy is to be reviewed annually by the Remuneration and Nominations Committee of the Company. The annual review will ensure that the policy remains relevant for the Company and that any improvements by way of amendments are indeed effected.

 

In evaluating whether it is necessary or beneficial to supplement or otherwise alter the Remuneration Policy of the Company, the Remuneration Committee have regard to, inter alia, best industry and market practice on remuneration, the remuneration policies adopted by companies operating in the same industry sectors, as well as legal and, or statutory rules, recommendations or guidelines on remuneration, including but not limited to the Code of Principles of Good Corporate Governance contained in Appendix 5.1 of the Capital Markets Rules of the Malta Financial Services Authority.

 

Whilst members of the Remuneration Committee may be present while his/her remuneration as a Director or other officer of the Company and, or of any other company forming part of the Group, is being discussed at a meeting of such Committee, any decision taken by the Committee in this respect shall be subject to the approval of the Board of Directors. At a meeting of the Board of Directors, no Director may be present while his/her remuneration as a Director or other officer of the Company and, or of any other company forming part of the Group, is being discussed

 

Other information on remuneration in terms of Appendix 12.1 of the Capital Markets Rules

 

In terms of the requirements within Appendix 12.1 of the Capital Market Rules, the following table presents the annual change of remuneration, of the company’s performance, and of average remuneration on a full-time equivalent basis of the company’s employees (other than directors) over the two most recent financial years. The Company’s non-executive Directors, have been excluded from the table below since they have a fixed fee as described above.

 

 

2021

2020

Change

 

%

Annual aggregate employee remuneration

1,014,373

972,144

4.3

Employee remuneration (excluding CEO)

903,415

861,277

4.9

CEO remuneration

110,958

110,867

0.08

Company performance, profit after tax

1,177,384

312,702

276.5

Average employee remuneration (excluding CEO) –

 full-time equivalent

27,376

23,924

14.4

 

 

The contents of the Remuneration Report have been reviewed by the external auditor to ensure that the information required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets rules have been included.

 

 

 

 

 

Statement of comprehensive income

Technical account – long term business of insurance

Consolidated

Holding Company

For the year ended 31 December

Notes

2021

2020

2021

2020

Earned premiums, net of reinsurance

Gross premiums written

3

12,757,784

13,196,197

12,757,784

13,196,197

Outward reinsurance premiums

(1,785,759)

(1,647,695)

(1,785,759)

(1,647,695)

Earned premiums, net of reinsurance

10,972,025

11,548,502

10,972,025

11,548,502

Net investment income and fair value movements

5

195,343

1,579,269

195,343

1,579,269

Investment contract fee income

1,804,755

1,727,411

1,804,755

1,727,411

Total technical income

12,972,123

14,855,182

12,972,123

14,855,182

 

 

 

 

Benefits and claims incurred, net of reinsurance

Benefits and claims paid

 -     gross amount

12,871,400

11,309,114

12,871,400

11,309,114

 -     reinsurers' share

(2,724,219)

(955,621)

(2,724,219)

 (955,621)

10,147,181

10,353,493

10,147,181

10,353,493

Change in the provision for claims

 -     gross amount

16,747

40,546

16,747

40,546

 -     reinsurers' share

(12,116)

(92,843)

 (12,116)

 (92,843)

16

4,631

(52,297)

4,631

 (52,297)

Benefits and claims incurred, net of reinsurance

10,151,812

10,301,196

10,151,812

10,301,196

Change in other technical provisions, net of reinsurance

 

 

 

 

Insurance contracts

 -     gross amount

(4,399,921)

2,064,389

(4,399,921)

2,064,389

 -     reinsurers' share

1,106,303

(3,204,311)

1,106,303

(3,204,311)

16

(3,293,618)

(1,139,922)

(3,293,618)

(1,139,922)

Investment contracts with DPF - gross

16

1,519,192

2,417,954

1,519,192

2,417,954

Investment contracts without DPF - gross

79,009

90,047

79,009

90,047

Change in other technical provisions, net of reinsurance

(1,695,417)

1,368,079

(1,695,417)

1,368,079

Net operating expenses

3, 7

4,853,004

4,523,998

4,853,004

4,523,998

Total technical charges

13,309,399

16,193,273

13,309,399

16,193,273

Balance on the long-term business of insurance technical account

(337,276)

(1,338,091)

     (337,276)

  (1,338,091)

The accounting policies and explanatory notes form an integral part of the financial statements.

 

 

 

Statement of comprehensive income

Non-technical account

Consolidated

Holding Company

For the year ended 31 December

Notes

2021

2020

2021

2020

 €

 €

 €

 €

Balance on the long-term business of insurance technical account

(337,276)

(1,338,091)

(337,276)

(1,338,091)

Net investment income, fair value movements and other interest

5

401,756

676,834

401,756

676,833

Dividends from subsidiary

 -

 -

1,373,374

 -

Commission and fees receivable

4

1,813,548

2,148,188

 -

 -

Commission payable

(109,434)

(83,025)

 -

 -

Finance costs

6

(54,621)

 -

 (54,621)

 -

Other non-technical income

338,438

319,586

320,288

305,038

Other charges

7

(1,405,347)

(1,245,124)

 (258,648)

 (125,733)

Movement in provision for impairment of other receivables

17

3,580

75,843

3,580

75,843

Profit before tax

650,644

554,211

1,448,453

 (406,110)

Tax credit/ (charge)

8

(105,929)

366,317

 (271,072)

718,812

Profit for the year

544,715

920,528

1,177,381

312,702

 

 

 

 

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss

Increment in value of in-force business (net of deferred tax)  

1,387,795

68,114

1,387,795

68,114

Revaluation of property, plant and equipment  

 -

269,117

 -

269,117

Deferred tax on the revaluation of property, plant and equipment

 -

(21,529)

 -

 (21,529)

1,387,795

315,702

1,387,795

315,702

Items that will be reclassified subsequently to profit or loss 

Net gain (loss) on available-for-sale financial assets  

1,751

(111,619)

1,751

 (111,619)

Deferred tax on the revaluation of available-for-sale financial assets

(613)

39,067

 (613)

39,067

1,138

(72,552)

1,138

 (72,552)

Other comprehensive income for the year, net of tax

1,388,933

243,150

1,388,933

243,150

Total comprehensive income for the year

1,933,648

1,163,678

2,566,314

555,852

 

 

The accounting policies and explanatory notes form an integral part of the financial statements.

 

 

 

 Statement of financial position

Consolidated

Holding Company

As at 31 December

Notes

2021

2020

2021

2020

 €

 €

 €

 €

ASSETS

Intangible assets

10

14,151,541

12,387,367

13,840,003

12,075,829

Right-of-use asset

11

7,650

13,769

7,650

13,769

Property, plant and equipment

12

3,605,995

2,071,923

3,584,778

2,069,445

Investment property

13

16,208,894

17,763,350

16,208,894

17,763,350

Investment in group undertakings

14

 -

 -

1,048,218

1,048,218

Other investments

15

91,219,724

83,632,062

91,219,724

83,632,062

Taxation receivable

346,109

233,115

346,109

 -

Deferred tax asset

 -

1,320

 -

 -

Reinsurers' share of technical provisions

16

20,004,452

20,749,175

20,004,452

20,749,175

Receivables:

  Other receivables

17

12,517,220

7,296,183

13,007,573

6,919,541

  Prepayments and accrued   income

17

2,240,130

2,013,302

1,596,515

1,080,621

Cash at bank and in hand

25

11,494,900

15,593,372

9,886,690

14,946,802

Asset held-for-sale

13

190,002

200,000

190,002

200,000

Total assets

171,986,617

161,954,938

170,940,608

160,498,812

EQUITY AND LIABILITIES

  

Capital and reserves

  

Share capital

18

9,169,870

9,169,870

9,169,870

9,169,870

Other reserves

20

13,138,945

11,874,368

12,975,765

11,711,188

Capital redemption reserve

800,000

800,000

800,000

800,000

Retained earnings

9,055,084

8,386,013

8,680,246

7,378,509

Total equity

32,163,899

30,230,251

31,625,881

29,059,567

Technical provisions:

  

  Insurance contracts

16

64,026,640

68,426,561

64,026,640

68,426,561

  Investment contracts with DPF

16

30,213,806

28,694,612

30,213,806

28,694,612

  Investment contracts without DPF

34,395,648

26,247,639

34,395,648

26,247,639

  Provision for claims outstanding

16

1,423,495

1,057,285

1,423,495

1,057,285

Lease Liability

11

13,391

15,033

13,391

15,033

Taxation payable

137,550

30,571

 -

30,571

Deferred tax liability

21

1,669,703

1,451,968

1,668,480

1,451,968

Debt securities in issue

22

2,105,257

 -

2,105,257

 -

Payables:

  

  Payables arising out of direct insurance operations

23

4,825,602

4,842,651

4,666,059

4,680,376

  Payables due to immediate parent undertaking

23

70,673

224,000

 -

 -

  Payables due to group undertaking

23

 -

 -

 -

220,929

  Other payables

23

153,168

97,592

153,168

95,493

Accruals and deferred income

23

787,785

636,775

648,783

518,778

Total liabilities

139,822,718

131,724,687

139,314,727

131,439,245

Total equity and liabilities

171,986,617

161,954,938

170,940,608

160,498,812

The accompanying notes are an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on 8 April 2022. The financial statements were signed on behalf of the Board of Directors by Prof. Paolo Catalfamo (Director) and Mr Joseph C. Schembri (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

 

 

 

Statement of changes in equity

    For the year ended 31 December

Consolidated

Share capital

Other reserves

Capital redemption reserve

Retained earnings

Total

Balance as at 1 January 2021

9,169,870

11,874,368

800,000

8,386,013

30,230,251

Profit for the year

 -

 -

 -

544,715

544,715

Other comprehensive income for 2021

 -

1,388,933

 -

 -

1,388,933

Total comprehensive income for 2021

 -

1,388,933

 -

544,715

1,933,648

Transfer of deferred tax on reclassification of investment property to PPE

 -

(124,356)

 -

124,356

 -

Balance as at 31 December 2021

9,169,870

13,138,945

800,000

9,055,084

32,163,899

Balance as at 1 January 2020

9,169,870

11,631,218

 -

8,265,485

29,066,573

Profit for the year

 -

 -

920,528

920,528

Other comprehensive income for 2020

 -

243,150

 -

 -

243,150

Total comprehensive income for 2020

 -

243,150

 -

920,528

1,163,678

Capital redemption reserve

 -

 -

800,000

(800,000)

 -

Balance as at 31 December 2020

9,169,870

11,874,368

800,000

8,386,013

30,230,251

Statement of changes in equity - continued

     For the year ended 31 December

Holding Company

Share capital

Other reserves

Capital redemption reserve

Retained earnings

Total

Balance as at 1 January 2021

9,169,870

11,711,188

800,000

7,378,509

29,059,567

Profit for the year

 -

 -

 -

1,177,381

1,177,381

Other comprehensive income for 2021

 -

1,388,933

 -

 -

1,388,933

Total comprehensive income for 2021

 -

1,388,933

 -

1,177,381

2,566,314

Transfer of deferred tax on reclassification of investment property to PPE

 -

 (124,356)

 -

124,356

 -

Balance as at 31 December 2021

9,169,870

12,975,765

800,000

8,680,246

31,625,881

 

 

 

 

 

Balance as at 1 January 2020

9,169,870

11,468,038

 -

7,865,807

28,503,715

Profit for the year

 -

 -

312,702

312,702

Other comprehensive income for 2020

 -

243,150

 -

 -

243,150

Total comprehensive income for 2020

 -

243,150

312,702

555,852

Capital redemption reserve

 -

 -

800,000

 (800,000)

 -

Balance as at 31 December 2020

9,169,870

11,711,188

800,000

7,378,509

29,059,567

The accounting policies and explanatory notes form an integral part of the financial statements.

 

 

 

Statement of cash flows

Consolidated

Holding Company

For the year ended 31 December

Notes

2021

2020

2021

2020

Cash flow generated from operations

24

5,050,148

1,270,596

4,301,841

805,352

Dividends received

434,815

255,018

434,815

255,018

Interest received

1,147,456

1,176,682

1,147,456

1,176,682

Tax refund on tax at source

442,623

680,889

206,969

557,796

Tax paid on rental income

(103,445)

(91,069)

 (103,445)

 (91,069)

Net cash flows generated from operating activities

6,971,597

3,292,116

5,987,636

2,703,779

 

 

 

 

Cash flows used in investing activities

Purchase of intangible assets

10

(593,871)

(348,013)

 (593,871)

 (346,067)

Purchase of property, plant and equipment

12

(96,026)

(63,523)

 (73,705)

 (63,523)

Purchase of investments at fair value through profit or loss

15

(16,710,558)

(12,445,278)

(16,710,558)

(12,445,278)

Purchase of investments at available-for-sale

15

(655,128)

(322,795)

 (655,128)

 (322,795)

Purchase of term deposits

15

 -

(1,010,228)

 -

 (1,010,223)

Proceeds on disposal of investments at fair value through profit or loss

15

8,126,304

7,977,462

8,126,304

7,977,462

Proceeds on disposal of available-for-sale investments

15

10,290

473,818

10,290

473,818

Net proceeds from other investments - loans and receivables

15

(8,354)

1,941,931

 (8,354)

1,941,931

Proceeds on disposal of term deposits

15

910,223

1,502,453

910,223

1,502,448

Net cash flows used in investing activities

(9,017,120)

(2,294,173)

 (8,994,799)

 (2,292,227)

Cash flows used in financing activities

 

 

 

 

Payment of preference shares

 -

(800,000)

 -

 (800,000)

Bond issue costs

(345,445)

 -

 (345,445)

Advances to intermediate parent

(1,707,504)

 -

 (1,707,504)

 -

Net cash flows used in financing activities

(2,052,949)

(800,000)

 (2,052,949)

 (800,000)

Net movement in cash and cash equivalents

(4,098,472)

197,943

 (5,060,112)

 (388,448)

Cash and cash equivalents as at the beginning of the year

15,593,372

15,395,429

14,946,802

15,335,250

Cash and cash equivalents as at the end of the year

25

11,494,900

15,593,372

9,886,690

14,946,802

 

 

 

 

 

 

 

 

 

 

The accounting policies and explanatory notes form an integral part of the financial statements.

 

 

 

 

Accounting policies

 

The principal accounting policies adopted in the preparation of these financial statements are set out below.  These policies have been consistently applied to all the years presented, except for those adopted for the first time during 2021.

 

The consolidated financial statements have been prepared from the financial statements of the companies comprising the group as detailed in notes to the consolidated financial statements.

 

1. Basis of preparation

 

The company was incorporated on 21 December 2001 as an insurance company. The registered address and principal place of business of the company is LifeStar, Testaferrata Street, Ta’ Xbiex.

On 9 November 2020, Global Capital Life Insurance Limited was renamed and rebranded as LifeStar Insurance Limited, and on 27 April 2021 it converted its status from a private limited liability company to a public limited liability company.

 

These financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU (EU IFRS’s), the Insurance Business Act (Cap. 403 of the Laws of Malta) and the Companies Act (Cap. 386). The financial statements are prepared under the historical cost convention, as modified by the fair valuation of investment property, financial assets and financial liabilities at fair value through profit or loss, and the value of in-force business.

 

The preparation of financial statements in conformity with EU IFRS’s requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity are disclosed in Note 1 to these financial statements.

 

The Group’s statement of financial position is presented in increasing order of liquidity, with additional disclosures on the current or non-current nature of the Group’s assets and liabilities provided within the notes to the financial statements.

 

LifeStar Insurance p.l.c.’s intermediate parent company (Note 29) prepares consolidated financial statements in accordance with the Companies Act (Cap. 386 of the Laws of Malta).  LifeStar Insurance p.l.c. also prepares consolidated financial statements which include the results of the Group, which comprises the Group and its subsidiary as disclosed in Note 14.

 

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.

 

For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

 

-

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

-

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

-

Level 3 inputs are unobservable inputs for the asset or liability.

 

For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines when transfers are deemed to have occurred between Levels in the hierarchy at the end of each reporting period.

 

Appropriateness of going concern assumption in the preparation of the financial statements

 

The volatility in the financial markets had a significant impact on the Group’s financial performance for the financial year ending 31 December 2021, and will continue to impact its performance going forward. Furthermore, an analysis was carried out on the credit rating of the main counterparties and no significant downgrades were noted since 31 December 2021. Such analysis was also extended to analyse the effect on the Solvency Capital Requirements (the “SCR”) of the Group by reference to stressed scenarios in  the latest ORSA report prepared by the Group. Taking into consideration the current laws and regulations and the result from the aforementioned stressed scenarios, the Group does not expect that the effects of COVID-19 will impact its ability to satisfy the regulatory solvency requirement. However, the Company continues to explore any and all ways possible to strengthen its capital base.

 

At a subsidiary level, the pandemic also impacted the business of the Group, due to a decrease in clients operating in the hospitality industry. Customers started undertaking certain medical interventions that were postponed from 2020. This resulted in lower revenues. Consequently, the Directors do not anticipate a material impact on the going concern status of the Group stemming from the COVID-19 pandemic.

 

Having concluded this assessment the Directors expect that the Group will be able to sustain its operations over the next twelve months and in the foreseeable future and consider the going concern assumption in the preparation of the Group’s financial statements as appropriate as at the date of authorisation for issue of these financial statements.

 

Standards, interpretations and amendments to published standards as endorsed by the EU that are effective in the current year

 

The following accounting pronouncements became effective from 1 January 2021 and have therefore been adopted:

 

·           Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16)

·           COVID-19 Rent Related Concessions (Amendments to IFRS 16)

 

The adoption of these pronouncements did not result in substantial changes to the Group’s accounting policies and did not have a significant impact on the Group’s financial results or position and therefore no additional disclosures have not been made.

 

Standards, interpretations and amendments to published standards as endorsed by the EU that were effective before 2020 for which the Group elected for the temporary exemption

 

IFRS 9, ‘Financial instruments’, addresses the classification, measurement and recognition of financial assets and financial liabilities. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit or loss. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in OCI not recycling.

 

The new expected credit losses model replaces the incurred loss impairment model used in IAS 39. For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. IFRS 9 is generally effective for years beginning on or after 1 January 2018. However in September 2016, the IASB issued amendments to IFRS 4 which provide optional relief to eligible insurers in respect of IFRS 9. The options permit entities whose predominant activity is issuing insurance contracts within the scope of IFRS 4, a temporary exemption to defer the implementation of IFRS 9.

 

Entities that apply the optional temporary relief were initially required to adopt IFRS 9 on annual periods beginning on or after 1 January 2021. However on 14 November 2018, the IASB deferred both the effective date of IFRS 17 Insurance Contracts and the expiry date for the optional relief in respect of IFRS 9 by one year.  On 17 March 2020, the IASB deferred again both the effective date of IFRS 17 Insurance Contracts and the expiry date for the optional relief in respect of IFRS 9 by a further 1 year. Therefore, entities that apply the optional temporary relief will be required to adopt IFRS 9 on 1 January 2023 which aligns with the new effective date of IFRS 17.

 

The Group evaluated its liabilities at 31 December 2015, the prescribed date of assessment under the optional temporary relief provisions and concluded that all of the liabilities are predominantly connected with insurance. More than 90% of the Group’s liabilities at 31 December 2015 are liabilities arising from contracts within the scope of IFRS 4. As at the same date the Group’s predominant activities were also established to be insurance related as evidenced through revenues reported in the Annual Report of that year.

 

Further to the above, the Group has not previously applied any version of IFRS 9. Therefore the Group is an eligible insurer that qualifies for optional relief from the application of IFRS 9. As at 1 January 2018, the Group has elected to apply the optional temporary relief under IFRS 4 that permits the deferral of the adoption of IFRS 9 for eligible insurers. The Group will continue to apply IAS 39 until 1 January 2023.

 

Standards, amendments and Interpretations to existing Standards that are not yet effective and have not been adopted early by the Group

 

Certain new standards, amendments and interpretations to existing standards have been published by the date of authorisation for issue of these financial statements but are mandatory for the Group’s accounting periods beginning on or after 1 January 2021. The Group has not early adopted these revisions to the requirements of IFRSs and the Group’s Directors are of the opinion that, with the exception of the below pronouncements, there are no requirements that will have a possible significant impact on the Group’s financial statements in the period of initial application.

 

IFRS 17 – Insurance Contracts

 

IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the standard. The objective of IFRS 17 is to ensure that an entity provides relevant information that faithfully represents those contracts. This information gives a basis for users of financial statements to assess the effect that insurance contracts have on the entity's financial position, financial performance and cash flows. IFRS 17 was issued in May 2017 and applies to annual reporting periods beginning on or after 1 January 2023.

 

The Group’s Directors are assessing the potential impact, if any, of the above IFRSs on the financial statements of the Group in the period of initial application.

 

2. Basis of consolidation

 

On acquisition of a portfolio of long term contracts, the net present value of the shareholders’ interest in the expected after-tax cash flows of the in-force business is capitalised in the statement of financial position as an asset. The value of in-force business is subsequently determined by the Directors on an annual basis, based on the advice of the approved actuary. The valuation represents the discounted value of projected future transfers to shareholders from policies in force at the year end, after making provision for taxation. In determining this valuation, assumptions relating to future mortality, persistence and levels of expenses are based on experience of the type of business concerned. Gross investment returns are assumed to vary depending on the mix of investments held and expected market conditions. All movements in the in-force business valuation are credited or debited to other reserves.

 

3. Business combinations

 

The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.

 

The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values.

 

4.  Acquisition of subsidiaries

 

The acquisition of subsidiaries that are not under common control is accounted for by applying the acquisition method. The consideration is measured as the aggregate of the fair values, at the date of exchange of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred, except for costs to issue debt or equity securities.

 

The acquiree’s identifiable assets and liabilities that meet the conditions for recognition are recognised at their fair values at the acquisition date, except as specifically required by other International Financial Reporting Standards as adopted by the EU. A contingent liability assumed in a business combination is recognised at the acquisition date if there is a present obligation that arises from past events and its fair value can be measured reliably.

 

The results of subsidiaries are included in the consolidated financial statements from the date