Statement of directors’ responsibilities
Corporate governance – statement of compliance
Consolidated statement of comprehensive income
Consolidated statement of cash flows
Notes to the financial statements
Statement of comprehensive income |
||||
Technical account – long term business of insurance |
||||
For the year ended 31 December |
Notes |
2021 |
2020 |
|
€ |
€ |
|||
Earned premiums, net of reinsurance |
||||
Gross premiums written |
|
|
||
Outward reinsurance premiums |
( |
( |
||
Earned premiums, net of reinsurance |
|
|
||
Investment income |
6 |
|
|
|
Investment contract fee income |
|
|
||
Total technical income |
|
|
||
Benefits and claims incurred, net of reinsurance |
||||
Benefits and claims paid |
||||
- gross amount |
|
|
||
- reinsurers' share |
( |
( |
||
|
|
|||
Change in the provision for benefits and claims |
||||
- gross amount |
|
|
||
- reinsurers' share |
( |
( |
||
17 |
|
( |
||
Benefits and claims incurred, net of reinsurance |
|
|
||
Change in other technical provisions, net of reinsurance |
||||
Insurance contracts |
||||
- gross amount |
( |
|
||
- reinsurers' share |
|
( |
||
17 |
( |
( |
||
Investment contracts with DPF - gross |
17 |
|
|
|
Investment contracts without DPF - gross |
|
|
||
Change in other technical provisions, net of reinsurance |
( |
|
||
Net operating expenses |
4 |
|
|
|
Total technical charges |
|
|
||
Balance on the long-term business of insurance technical account |
( |
( |
The accounting policies and explanatory notes form an integral part of the financial statements. |
Statement of comprehensive income |
||||
Non-technical account |
||||
For the year ended 31 December |
Notes |
2021 |
2020 |
|
€ |
€ |
|||
Balance on the long-term business of insurance technical account |
( |
( |
||
Commission and fees receivable |
3 |
|
|
|
Commission payable and direct marketing costs |
4 |
( |
( |
|
Increment in the value of in-force business |
|
|
||
Finance costs |
( |
- |
||
Staff costs |
4 |
( |
( |
|
Other expenses |
4 |
( |
( |
|
Investment income net of allocation to the insurance technical account |
6 |
|
|
|
Movement in provision for impairment of other receivables |
( |
( |
||
Profit/ (loss) for the year before other charges |
|
( |
||
Other provisions |
( |
( |
||
Profit/ (loss) before tax |
|
( |
||
Tax credit/ (charge) |
( |
|
||
Profit/ (loss) for the financial year attributable to the shareholders of the Company |
|
( |
||
Other comprehensive income |
||||
Items that will not be reclassified subsequently to profit or loss |
||||
Revaluation of property, plant and equipment |
- |
|
||
Deferred tax on the revaluation of property, plant and equipment |
- |
( |
||
- |
|
|||
Items that will be reclassified subsequently to profit or loss |
||||
Net loss on available-for-sale financial assets |
|
( |
||
Deferred tax on the revaluation of available-for-sale financial assets |
( |
|
||
|
( |
|||
Other comprehensive income for the year, net of tax |
|
|
||
Total comprehensive income/ (loss) for the year |
|
( |
||
Earnings/ (loss) per share (cents) |
9 |
|
( |
|
|
|
|
|
|
Total comprehensive income for the year attributable to: |
|
|
|
|
Non-controlling interest |
|
|
|
- |
Owners of the parent |
|
( |
|
( |
|
|
708,467 |
|
(633,240) |
The accounting policies and explanatory notes form an integral part of the financial statements. |
Statement of financial position |
||||
As at 31 December |
Notes |
2021 |
2020 |
|
€ |
€ |
|||
ASSETS |
||||
Intangible assets |
11 |
|
|
|
Right-of-use asset |
27 |
|
|
|
Property, plant and equipment |
13 |
|
|
|
Investment property |
14 |
|
|
|
Other investments |
16 |
|
|
|
Reinsurers' share of technical provisions |
17 |
|
|
|
Deferred tax asset |
12 |
- |
( |
|
Taxation receivable |
|
|
||
Trade and other receivables |
18 |
|
|
|
Cash and cash equivalents |
24 |
|
|
|
Asset held-for-sale |
14 |
|
|
|
Total assets |
|
|
||
EQUITY AND LIABILITIES |
|
|||
Capital and reserves |
|
|||
Share capital |
19 |
|
|
|
Own shares |
6 |
( |
- |
|
Other reserves |
20 |
|
|
|
Capital redemption reserve |
|
|
||
Retained earnings |
( |
( |
||
Non-controlling interest |
|
- |
||
Total equity |
|
|
||
Technical provisions: |
|
|||
Insurance contracts |
17 |
|
|
|
Investment contracts with DPF |
17 |
|
|
|
Investment contracts without DPF |
17 |
|
|
|
Provision for claims outstanding |
17 |
|
|
|
Lease Liability |
27 |
|
|
|
Interest bearing borrowings |
21 |
|
|
|
Taxation payable |
|
|
||
Deferred tax liability |
12 |
|
|
|
Trade and other payables |
22 |
|
|
|
Total liabilities |
|
|
||
Total equity and liabilities |
|
|
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 29 April 2022. The financial statements were signed on behalf of the Board of Directors by Prof. Paolo Catalfamo (Director) and Mr Joseph 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 |
||||||||||||||||
|
||||||||||||||||
Share capital |
Own shares |
Other reserves |
Capital redemption reserve |
Retained earnings |
Attributable to the owners of the parent |
Non-controlling interest |
Total |
|
||||||||
€ |
€ |
€ |
€ |
€ |
€ |
€ |
€ |
|
||||||||
Balance as at 1 January 2021 |
|
- |
|
|
( |
|
- |
|
|
|||||||
|
||||||||||||||||
Profit for the year |
- |
- |
- |
- |
( |
( |
|
|
|
|||||||
Other comprehensive gain for the year |
- |
- |
|
- |
- |
|
- |
|
|
|||||||
Total comprehensive gain/(loss) for the year |
- |
- |
|
- |
( |
( |
|
|
|
|||||||
|
||||||||||||||||
Non-controlling interest |
- |
- |
- |
- |
- |
- |
|
|
|
|||||||
Transfer of deferred tax on reclassification of investment property to PPE |
- |
- |
( |
- |
|
- |
- |
- |
|
|||||||
Exchange for own shares |
- |
( |
- |
- |
- |
( |
- |
( |
|
|||||||
- |
(1,717,318) |
(124,356) |
- |
124,356 |
(1,717,318) |
7,495,646 |
5,778,328 |
|
||||||||
Balance as at 31 December 2021 |
|
( |
|
|
( |
|
|
|
|
|||||||
|
||||||||||||||||
Balance as at 1 January 2020 |
|
- |
|
- |
( |
|
- |
|
|
|||||||
|
||||||||||||||||
Loss for the financial year |
- |
- |
- |
- |
( |
( |
- |
( |
|
|||||||
Other comprehensive gain for the year |
- |
- |
175,036 |
- |
- |
175,036 |
- |
175,036 |
|
|||||||
Total comprehensive gain/(loss) for the year |
- |
- |
|
- |
( |
( |
- |
( |
|
|||||||
|
||||||||||||||||
Increment in value of in-force business, transferred to other reserves, net of deferred tax (Note 11) |
- |
- |
|
- |
( |
- |
- |
- |
|
|||||||
Capital redemption reserve |
- |
- |
- |
|
( |
- |
- |
- |
|
|||||||
- |
- |
68,114 |
800,000 |
(868,114) |
- |
- |
- |
|
||||||||
Balance as at 31 December 2020 |
|
- |
|
|
( |
|
- |
|
|
During the year, as a result of an exchange of shares process which took place at the time of listing of the shares of LifeStar Insurance p.l.c on the Malta Stock Exchange, LifeStar Holdings p.l.c. became the owner of 5,897,951 of its own shares. As at 31 December 2021, the amount of these shares is deducted from equity attributable to the owners of the Group until the shares are cancelled or reissued.
The accounting policies and explanatory notes form an integral part of these financial statements. |
Statement of cash flows |
||||
For the year ended 31 December |
Notes |
2021 |
2020 |
|
€ |
€ |
|||
Cash flows (used in)/ generated from operations |
24 |
|
|
|
Dividends received |
|
|
||
Interest received |
|
|
||
Interest paid |
- |
( |
||
Tax refund on tax at source |
|
|
||
Tax paid |
( |
( |
||
Net cash flows generated from operating activities |
|
|
||
Cash flows (used in)/ generated from investing activities |
||||
Purchase of intangible assets |
10 |
( |
( |
|
Purchase of property, plant and equipment |
12 |
( |
( |
|
Purchase of investments at fair value through profit or loss |
15 |
( |
( |
|
Purchase of investments at available-for-sale |
15 |
( |
( |
|
Purchase of investments in equity measured at cost |
15 |
- |
- |
|
Purchase of term deposits |
15 |
- |
( |
|
Proceeds from disposal of investments at fair value through profit or loss |
15 |
|
|
|
Proceeds from disposal of available-for-sale financial assets |
15 |
|
|
|
Net proceeds from other investments - loans and receivables |
15 |
( |
|
|
Proceeds from disposal of term deposits |
15 |
|
|
|
Net cash flows used in generated from investing activities |
( |
( |
||
Cash flows (used in)/ generated from financing activities |
||||
Payment of preference shares |
- |
( |
||
Proceeds from interest bearing borrowings |
- |
|
||
Payment of bond issue costs |
( |
- |
||
Net payments of interest-bearing borrowings |
( |
- |
||
Net cash flows (used in)/ generated from financing activities |
( |
|
||
Net movement in cash and cash equivalents |
( |
|
||
Cash and cash equivalents as at the beginning of the year |
|
|
||
Cash and cash equivalents as at the end of the year |
25 |
|
|
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.
1. Basis of preparation
These consolidated financial statements comprise the Company and its subsidiaries (collectively the “Group”). The Group is primarily involved in the carrying on of long term business of insurance under the Insurance Business Act (Cap. 403 of the Laws of Malta), acting as an agent for sickness and accident insurance in terms of the Insurance Distribution Act (Cap. 487 of the Laws of Malta), the provision of investment services and advice in terms of the Investment Services Act (Cap. 370 of the Laws of Malta), and the provision on behalf of Group undertakings of property management and consultancy services, including property acquisitions, disposals and development projects.
These consolidated and separate financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU (EU IFRSs), and with the Companies Act (Cap. 386 of the Laws of Malta). The consolidated financial statements include the financial statements of LifeStar Holding p.l.c. and its subsidiary undertakings. They also comply with the requirements of the Insurance Business Act (Cap. 403 of the Laws of Malta), the Investment Services Act (Cap. 370 of the Laws of Malta), and the Insurance Distribution Act (Cap. 487 of the Laws of Malta) in consolidating the results of LifeStar Insurance Limited, LifeStar Health, and GlobalCapital Financial Management where appropriate. 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, available for sale investments and the value of in-force business.
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:
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.
The preparation of financial statements in conformity with EU IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise their judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement and estimates or complexity are disclosed in Note 1 to these financial statements.
The consolidated statement of financial position are presented in increasing order of liquidity, with additional disclosures on the current or non-current nature of the assets and liabilities provided within the notes to the financial statements.
Appropriateness of going concern assumption in the preparation of the financial statements
As explained in the Directors’ report, the Group made a profit of €0.7m (2020: loss of €0.6m) for the year ended 31 December 2021 and, at balance sheet date, had net assets amounting to €24.9m (2020: €18.4m).
When assessing the going concern assumption, the Directors have made reference to the Group’s performance as well as the impact that the COVID-19 pandemic had on the Group. The measures taken by Malta over the past year in an effort to curb the COVID-19 pandemic, including social distancing, has had an impact on the distribution channels of the Group. Moreover, the impact of current economic uncertainties on individuals and businesses has impacted the financial year ending 31 December 2021, and may have a long-lasting effect on the Group’s performance.
Given the constantly evolving situation brought about by this pandemic and the potential ripple economic effects on the Maltese Insurance Market, where the insurance risk is situated, it is difficult to assess the financial impact that this may have on LSI’s Life Reserve and benefits payable in 2021, including the effects on lapses. However, any potential deterioration in cash outflows with respect to benefits payable in 2021 is expected to be mitigated by the ceded reinsurance programme that LSI has in place.
The volatility in the financial markets had a significant impact on LSI’s and the Group’s financial performance for the financial year ending 31 December 2021, and will continue to impact its performance going forward. However, an analysis carried out on the credit rating of the main counterparties showed that there were no significant downgrades since 31 December 2021. The pandemic also impacted the business of LifeStar Health Limited, as there was a reduction in travel insurance as well as a decrease in number of covers operating in the hospitality industry. 2021 registered higher health claims than 2020 due to the postponement of medical interventions in 2020 due to the pandemic.
During 2021, GlobalCapital Financial Management Limited (GCFM) registered a reduction in its losses and has embarked on a restructuring plan aimed at identifying potential new revenue streams which shall continue curtail the losses and eventually generate profits. In 2021 GCFM also concluded the sale of the retail book and the customer migration should be completed during the first half of 2022.
Another milestone registered in 2021 was the repayment in full by the parent company of the €10,000,000 5% unsecured bonds in June 2021 (ISIN: MT0000171216). The Group has continued to explore any and all ways possible to strengthen its capital base and that of its subsidiaries. Consequently, over the past year, the Directors have engaged professional firms to implement a holistic strategic plan with the aim of addressing these issues and supporting the consolidation and future growth of the business. The Directors are confident that the plan is realistic, given that it is in the final stages of implementation. In fact, over the past few months Management has had frequent calls with the Malta Financial Services Authority to ensure that the proposal would be approved from their end.
2. Basis for consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an investee when the Group is exposed, or has rights , to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The existence and effect of potential voting rights that are when those rights give the Group the current ability to direct the relevant activities are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to ac count for the acquisition of subsidiaries by the Group. The consideration is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition related costs are recognised in the profit and loss as incurred, except for costs to issue debt or equity securities.
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired. Goodwill is measured as the excess of:
Any gain on a bargain purchase, after reassessment, is recognised immediat ely in profit or loss.
Inter-company transactions, balance s and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transfer red. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. A listing of the Group’s principal subsidiaries is set out in Note 15.
3. Intangible assets
(a) Goodwill
Goodwill on acquisition of group undertakings is included in intangible assets. Goodwill is tested at least annually for impairment and carried at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units for the purpose of impairment testing.
(b) Value of in-force business
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 assumed 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 the profit or loss. They are subsequently transferred out of retained earnings to other reserves.
(c) Computer software
Acquired computer so ftware licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised using the straight-line method over their estimated useful lives (between five and thirteen years). Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
4. Deferred income tax
Deferred income tax is provided using the balance sheet liability method for temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Currently enacted tax rates or those that are substantively enacted by the end of the reporting period are used in the determination of deferred income tax.
Deferred income tax related to the fair value re-measurement of investments is allocated between the technical and non-technical account depending on whether the temporary differences are attributed to policyholders or shareholders respectively.
Deferred tax assets are recognised only to the extent that future taxable profit will be available such that realisation of the related tax benefit is probable.
5. Property, plant and equipment
Property, plant and equipment, comprising land and buildings, office furniture, fittings and equipment, are initially recorded at cost and are subsequently shown at cost less depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount, or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group, and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the profit or loss during the financial period in which they are incurred.
Depreciation is calculated using the straight-line method to allocate the cost of the assets to their residual values over their estimated useful lives as follows:
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Property, plant and equipment are dereco gnised on disposal or when no future economic benefits are expected from their use or disposal. Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount, and are included in profit or loss in the period of derecognition.
6. Assets held for sale
The Group classifies assets as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset, excluding finance costs and income tax expense.
The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification.
Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position.
7. Investment properties
Freehold and leasehold properties treated as investments principally comprise buildings that are held for long term rental yields or capital appreciation or both, and that are not occupied by the Group. Investment properties are initially measured at cost including related transaction costs. Investment properties are subsequently carried at fair value, representing open market value determined annually by external valuers, or by virtue of a Directors’ valuation. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset.
If this i nformation is not available, the Group uses alternative valuation methods such as recent prices on less active markets or discounted cash flow projections. The fair value of investment properties reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions.
Subsequent expenditure is charged to the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the profit or loss during the financial period in which they are incurred. Unrealised gains and losses arising from changes in fair value (net of deferred taxation) are recognised in the profit or loss.
8. Investment in group undertakings
In the Company’s financial statements, shares in group undertakings are accounted for at fair value through profit and loss (FVTPL). The Company accounts for the investment at FVTPL and did not make the irrevocable election to account for it at fair value through other comprehensive income (FVOCI).
The dividend income from such investments is included in profit or loss in the accounting year in which the Company’s right to receive payment of any dividend is established.
9. Other financial assets
Financial assets and financial liabilities are off-set and the net amount presented in the stat ement of financial position when the Group has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Financial assets are derecognised w hen the contractual rights to the cash flows from the financial assets expire or when the entity transfers the financial asset and the transfer qualifies for derecognition.
Financial liabilities are derecognised when they are extinguished. This occurs whe n the obligation specified in the contract is discharged, cancelled or expires.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at t he proceeds received, net of direct issue costs.
(i) Trade receivables
Trade receivables are classified with current assets and are stated at their nominal value.
(ii) Investments
The Group classifies its other financial assets in the following catego ries: financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables and available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. The Directors determine the appropriate classification of the Group’s financial assets at initial recognition and re-evaluate such designation at every reporting date.
(a) Financial assets at fair value through profit or loss
This category has two sub-categories: financia l assets held for trading and those designated at fair value through profit or loss at inception. A non-derivative financial asset is classified into this category at inception if acquired principally for the purpose of selling in the near-term, if it forms part of a portfolio of financial assets that are managed together and for which there is evidence of short term profit-taking, if the financial asset is part of a group of financial assets that is managed on a portfolio basis and whose performance is evaluated and reported internally to the Group’s key management personnel on a fair value basis in accordance with a documented financial assets strategy or if this designation eliminates or significantly reduces an accounting mismatch that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.
(b) Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and f ixed maturity that the Company has the positive intention and ability to hold to maturity other than those that upon initial recognition are designated as at fair value through profit or loss, those that are designated as available-for-sale financial assets and those that meet the definition of loans and receivables are classified as held-to-maturity investments. After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (“EIR”) method, less impairment. Amoritsed costs are calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the statement of comprehensive income. The losses arising from impairment are recognised in the statement of comprehensive income.
(c) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than those that are held for trading or that are designated as at fair value through profit or loss or as available for sale or those for which the Group may not recover substantially all of its investment other than because of credit deterioration. They include, inter alia, receivables, interest bearing deposits and advances.
(d) Available-for-sale financial assets
Available-for-sale financial assets are those non-derivative financial assets that are either designated in this category by the Group or not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.
All purchases and sales of financial assets are recognised on the trade date, which is the date that the Group commits t o purchase or sell the assets. All financial assets are initially recognised at fair value, plus in the case of financial assets not carried at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or where they have been transferred and the transfer qualifies for de-recognition.
Financial assets at fair value through profit or loss are subseque ntly re-measured at fair value. Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are recognised in profit or loss.
Available-for-sale financial assets are measured at their f air value. Gains and losses arising from a change in fair value are recognised in other comprehensive income, except for impairment losses and foreign exchange gains and losses on monetary assets, until the financial asset is derecognised, at which time the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment. Interest calculated using the effective interest method is recognised in profit or loss.
The fair value of quoted financial assets is based on quoted marke t prices at the end of the reporting period. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis.
(e) Equity instruments that do not have a quoted market price
Investments in equity instruments tha t do not have a quoted market price in an active market, and whose fair value cannot be reliably measured, are not be designated as at fair value through profit or loss. The fair value of investments in equity instruments that do not have a quoted price in an active market for an identical instrument is reliably measurable if (a) the variability in the range of reasonable fair value measurements is not significant for that instrument; or (b) the probabilities of the various estimates within the range can be reasonably assessed and used when measuring fair value. Investments in equity instruments that do not have a quoted price in an active market and whose fair value cannot be reliably measured are measured at cost.
(iii) Trade payables
Trade payables are cl assified with current liabilities and are stated at their nominal value.
(iv) Shares issued by the Company
Ordinary shares issu ed by the Company are classified as equity instruments.
IFRS 9
Initial recognition and measurement
Financial assets are classified at initial recognition, at amortised cost, fair value through other comprehensive income (FVOCI), and fair value through profit or loss (FVTPL).
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the business model for managing them. With the exception of receivables that do not contain a significant financing component or for which the company has applied the practical expedient, the company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs.
In order for a financial asset to be classified a nd measured at amortised cost or FVOCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cashflows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in fou r categories:
The company holds financial assets at amortised cost which meet both of the following conditions:
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
10. Impairment of assets
(a) Impairment of financial assets at amortised cost and available-for-sale investments
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (“a loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
Objective evidence that a financial asset or group of assets is impaired includ es observable data that comes to the attention of the Group about the following events:
In addition to the above loss events, objective evidence of impairment for an investment in an equity instrument includes information about significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered and/or a significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.
For financial assets at amortised cost, the Group first assesses whether objective evidence of impairment exists for financial assets that are indi vidually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.
If there is objective evidence that an impairment loss has been incurred on financial assets carried at amortised cost, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the profit or loss.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as improved credit rating), the previously recognised impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognised in the profit or loss.
When a decline in the fair value of an availab le-for-sale financial asset has been recognised in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative impairment loss that had been recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment and is measured as the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss.
(a) Impairment of financial assets at amortised cost and available-for-sale investments - continued
Impairment losses recognised in profit or loss for an available-for-sale investment in an equity instrument are not reversed through profit or loss. Impairment losses recognised in profit or loss for an available-for-sale investment in a debt instrument are reversed through profit or loss if an increase in the fair value of the instrument can be objectively related to an event occurring after the recognition of the impairment loss.
(b) Impairment of other financial assets
At the end of each reporting period, the carrying amount of other financial assets is r eviewed to determine whether there is an indication of impairment and if any such indication exists, the recoverable amount of the asset is estimated. An impairment loss is the amount by which the amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of fair value less the costs to sell and value in use. Impairment losses and reversals are recognised in profit or loss.
(c) Impairment of non-financial assets
Assets that are subject to amortisation or depreciation, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, principally comprise property, plant and equipment and computer software. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). An impairment loss recognised in a prior year is reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. Impairment losses and reversals are recognised in profit or loss.
Goodwill arising on the acquisition of subsidiaries is tes ted for impairment at least annually. Goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Where the recoverable amount is less than the carrying amount, an impairment loss is recognised. An impairment loss recognised for goodwill is not reversed in a subsequent period.
11. Offsetting financial instruments
Financial assets and liabilities are offset and the net amount report ed in the statement of financial position only when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.
12. Insurance contracts and investment contracts with DPF
(a) Classification
Insurance contracts are those contracts that transfer significant insurance risk. Such contracts may also transfer financial risk. As a general guideline, the Group defines as significant insurance risk the possibility of having to pay benefits on the occurrence of an insured event that are at least 10% more than the benefits payable if the insured event did not occur. Investment contracts are those contracts that transfer financial risk with no significant insurance risk.
A number of insurance and investment contracts contain a DPF (“Discretionary participation feature”). This feature entitles the holder to receive, as a supplement to guaranteed benefits, additional benefits or bonuses:
Local statutory regulations and the terms and conditions of these contracts set out the bases for the determination of the amounts on which the additional discretionary benefits are based (the DPF eligible surplus), and within which the Group may exercise its discretion as to the quantum and timing of their payment to contract holders, also considering the advice of the approved actuary.
(b) Recognition and measurement
Insurance contracts and investment contracts with DPF are categorised depending on the duration of risk and whether or not the terms and conditions are fixed.
Short term insurance contracts
These contracts are short duration life insurance contracts. They protect the Group’s customers from the consequences of events (such as death or disability) that would affect the ability of the customer or his/her dependants to maintain their current level of income. Guaranteed benefits paid on occurrence of the specified insurance event are either fixed or linked to the extent of the economic loss suffered by the policyholder. There are no maturity or surrender benefits under these insurance contracts.
Long-term contracts
Insurance contracts without DPF
These contracts insure events associated with human life (mainly for death) over a long and fixed duration. The guaranteed and fixed element for these contracts relates to the sum assured, i.e. the benefit payable on death.
Premiums are recognised as revenue when they become payable by the contract holder. Premiums are shown before deduction of commission and are inclusive of policy fees receivable.
Investment contracts with DPF
In addition to the guaranteed amount payable on death, these products combine a savings element whereby a portion of the premium receivable, and declared returns, are accumulated for the benefit of the policyholder. Annual returns may combine a guaranteed rate of return and a discretionary element.
Premiums are recognised as revenue when they become payable by the contract holder. Premiums are shown before deduction of commission and are inclusive of policy fees receivable.
These long-term contracts are substantially savings products since they do not transfer significant insurance risk. Annual returns may combine a guaranteed rate of return and a discretionary element.
The Group does not recognise the guaranteed element separately from the DPF for any of the contracts that it issues. As permitted by IFRS 4, it continues to apply accounting policies existing prior to this standard in respect of such contracts, further summarised as follows:
A liability for long term contractual benefits that are expected to be incurred in the future is recorded when premiums are recognised. This liability is determined by the approved actuary following his annual investigation of the financial condition of the Group’s long-term business as required under the Insurance Business Act (Cap. 403 of the Laws of Malta). It is calculated in accordance with the relevant legislation governing the determination of liabilities for the purposes of statutory solvency. The calculation uses a prospective valuation method, unless a retrospective calculation results in a higher liability, and makes explicit provision for vested reversionary bonuses. Provision is also made, explicitly or implicitly, for future reversionary bonuses. The prospective method is determined as the sum of the expected discounted value of the benefit payments and the future administration expenses that are directly related to the contract, less the expected discounted value of the theoretical premiums that would be required to meet the benefits and administration expenses based on the valuation assumptions used.
The liability is based on assumptions as to mortality, maintenance expenses and investment income that are established at the time the contract is issued, subject to solvency restrictions set out in the Insurance Business Act (Cap. 403 of the Laws of Malta). The retrospective method is based on the insurance premium credited to the policyholder’s account, together with explicit provision for vested bonuses accruing as at the end of the reporting period, and adjustment for mortality risk and other benefits.
At each reporting date, an assessment is made of whether the recognised life insurance liabilities, net of related DAC, are adequate by using an existing liability adequacy test performed in accordance with IFRS 4 requirements and the Insurance Business Act (Cap. 403 of the Laws of Malta). The liability value is adjusted to the extent that it is insufficient to meet expected future benefits and expenses. In performing the adequacy test, current best estimates of future contractual cash flows, including related cash flows such as claims handling and policy administration expenses, policyholder options and guarantees, as well as investment income from assets backing such liabilities, are used.
Aggregation levels and the level of prudence applied in the test are consistent with IFRS 4 requirements and the Insurance Business Act (Cap. 403 of the Laws of Malta). To the extent that the test involves discounting of cash flows, the interest rate applied may be prescribed regulations by the Insurance Business Act (Cap. 403 of the Laws of Malta) or may be based on management’s prudent expectation of current market interest rates. Any inadequacy is recorded in the statement of profit or loss, initially by impairing DAC and, subsequently, by establishing an additional insurance liability for the remaining loss. In subsequent periods, the liability for a block of business that has failed the adequacy test is based on the assumptions that are established at the time of the loss recognition. The assumptions do not include a margin for adverse deviation. Impairment losses resulting from liability adequacy testing are reversed in future years if the impairment no longer exists.
This long-term liability is recalculated at the end of each reporting period. The above method of calculation satisfies the minimum liability adequacy test required by IFRS 4. The liability in respect of short-term insurance contracts is based on statistical analysis for the claims incurred but not reported, estimates of the expected ultimate cost of more complex claims that may be affected by external factors (such as court decisions), and further includes the portion of premiums received on in-force contracts that relate to unexpired risks at the end of the reporting period.
(c) Reinsurance contracts held
Contracts entered into by the Group with reinsurers under which the Group is compensated for losses on one or more contracts issued by the Group and that meet the classification requirements for insurance contracts in accounting policy 12(a) are classified as reinsurance contracts held. Contracts that do not meet the classification requirements are classified as financial assets.
The benefits to which the Group is entitled under its reinsurance contracts held are recognised as reinsurers’ share of technical provisions or receivables from reinsurers (unless netted off against amounts payable to reinsurers). These assets consist of short-term balances due from reinsurers (classified within receivables), as well as longer term receivables (classified as reinsurers’ share of technical provisions) that are dependent on the expected claims and benefits arising under the related reinsured insurance contracts. Reinsurance liabilities are primarily premiums payable for reinsurance contracts and are recognised as an expense when due.
The Group assesses its reinsurance assets for impairment on an annual basis. If there is objective evidence that the reinsurance asset is impaired, the Group reduces the carrying amount of the reinsurance asset to its recoverable amount and recognises that impairment loss in the profit or loss. The Group gathers objective evidence that a reinsurance asset is impaired using the same process adopted for financial assets held at amortised cost. The impairment loss is also calculated following the same method used for these financial assets. These processes are described in accounting policy 10(a).
(d) Receivables and payables related to insurance contracts
Receivables and payables are recognised when due. These include amounts due to and from agents, brokers and policyholders. If there is objective evidence that the insurance receivable is impaired, the Group reduces the carrying amount of the insurance receivable accordingly and recognises that impairment loss in the profit or loss in a similar manner to the process described above for reinsurance contracts held (also see accounting policy 10(a)).
13. Investments contracts without DPF
The Group issues investment contracts without DPF. Premium arising on these contracts is classified as a financial liability – investment contracts without DPF. Investment contracts without fixed terms are financial liabilities whose fair value is dependent on the fair value of underlying financial assets and are designated at inception as at fair value through profit or loss. The fair value of a unit linked financial liability is determined using the current unit values that reflect the fair values of the financial assets linked to the financial liability multiplied by the number of units attributed to the contract holder at the end of the reporting period. If the investment contract is subject to a surrender option, the fair value of the financial liability is never less than the amount payable on surrender, where applicable. Other benefits payable are also accrued as appropriate.
14. Assets held for sale
The Group classifies assets as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset, excluding finance costs and income tax expense.
The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification.
Assets and liabilities classified as held for sale are pre sented separately as current items in the statement of financial position.
15. Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and demand deposits, together with short-term, highly liquid investments that are readily convertible to a known amount of cash, and that are subject to an insignificant risk of changes in value. For the purposes of the consolidated statement of cash flows, cash and cash equivalents comprise cash in hand, deposits held at call with banks and time deposits maturing within three months (unless these are held specifically for investment purposes) and are net of the bank overdraft, which is included with liabilities.
16. Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Trade payables are stated at their nominal value unless the effect of discounting is material.
Borrowing co sts are capitalised within property held for development in so far as they relate to the specific external financing of assets under development. Such borrowing costs are capitalised during the development phase of the project. Other borrowing costs are recognised as an expense in the year to which they relate.
17. Share capital
Ordinary shares are classified as equity. Incremental costs directly att ributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
18. Dividend distribution
Dividend distribution to the Company’s Shareholder s is recognised as a liability in the Company’s financial statements in the period in which the dividends are declared.
19. Fiduciary activities
Client monies are held by the Group as a result of clients’ trades that have not yet been fulfilled. They ar e not included in the financial statements as these assets are held in a fiduciary capacity.
20. Provisions
Provisions are reco gnised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
21. Revenue recognition
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Revenue also includes interest, dividend and rental income. The following specific recognition criteria must also be met before revenue is recognised:
(a) Rendering of services
Premium recognition dealing with insurance contracts and investments contracts with DPF is described in accounting policy 12. Revenue arising from the issue of investment contracts without DPF is recognised in the accounting period in which the services are rendered.
Other turnover arising on rendering of services represents commission, consultancy and advisory fees receivable in respect of the Group’s activities in providing insurance agency, brokerage or investment services. Revenues are recognised in the financial statements in line with fulfilment of the performance obligations and the consideration is allocated to each performance obligation and recognised as revenue as the performance obligation is performed over the duration of the contract.
(b) Dividend income
Dividend income is recognised when the right to receive payment is established.
(c) Interest income
Interest income from financial assets not classified as fair value through profit or loss is recognised using the effective interest method.
The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the Group’s revenue listed in Accounting Policy 20, the Group considers the effects of variable consideration, existence of a significant financing component, non-cash consideration, and consideration payable to the customer (if any).
If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
22. Foreign currencies
(a) Functional and presentation currency
It ems included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in Euro, which is the Group’s functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange ga ins and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss. Non-monetary assets and liabilities denominated in currencies other than the functional currency that are measured at fair value are re-translated using the exchange rate ruling on the date the fair value was measured. Non-monetary assets and liabilities denominated in currencies other than the functional currency that are measured in terms of historical cost are not re-translated. Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period, except for differences arising on the re-translation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised in other comprehensive income.
23. Investment return
The total investment return in the notes includes dividend income, net fair value movements on financial assets at fair value through profit or loss (including interest income from financial assets classified as fair value through profit or loss), interest income from financial assets not classified as fair value through profit or loss, rental receivable and net fair value movements on investment property and is net of investment expenses, charges and interest.
The investment return is allocated between the insurance technical account and the non-technical account on the basis of the investment return as recommended by the approved actuary.
24. Leases
(i) Group as a lessor
Lessor accounting remains similar to treatment under IAS 17 meaning that lessors continue to classify leases as finance or operating leases.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income’ – Note 4.
(ii) Group as a lessee
A lessee recognises a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments.
Right-of-use asset
The Group recognises a right-of-use asset at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset of the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The Group presents right-of-use asset that do not meet the definition of investment property as ‘right-of-use assets’.
Lease liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate ("IBR") to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).
Lease payments included in the measurement of the lease liability comprise the following:
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in rate, if there is a change in the Group estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
25. Employee benefits
The Group contributes towards the state pension in accordance with local legislation. The only obligation is to make the required contributions. Costs are expensed in the period in which they are incurred.
26. Current tax
Current tax is charged or credited to profit or loss except when it relates to items recognised in other comprehensive income or directly in equity. The charge/credit for current tax is based on the taxable result for the period. The taxable result for the period differs from the result as reported in profit or loss because it excludes items which are non-assessable or disallowed and it further excludes items which are taxable or deductible in other periods. It is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Notes to the financial statements
1.
2. Management of insurance and financial risk
The Group holds or issues contracts that transfer insurance risk or financial risk or both. This section summarises these risks and the way the Group manages them. The Group’s risk management strategy has remained unchanged from the prior year.
Insurance risk
The risk under any one insurance contract is the possibility that the insured event occurs and the uncertainty of the amount and timing of the resulting claim. By the very nature of an insurance contract, this risk is random and therefore unpredictable.
For a portfolio of insurance contracts where the theory of probability is applied to pricing and provisioning, the principal risk that the Group faces under its insurance contracts is that the actual claims and benefit payments exceed the carrying amount of the insurance liabilities. This could occur because the frequency or severity of claims and benefits are greater than estimated. Insurance events are random and the actual number and amount of claims and benefits will vary from year to year from the estimate established using statistical techniques.
Experience shows that the larger the portfolio of similar insurance contracts, the smaller the relative variability about the expected outcome will be. In addition, a more diversified portfolio is less likely to be affected across the board by a change in any subset of the portfolio. The Group has developed its insurance underwriting strategy to diversify the type of insurance risk accepted and within each of these categories to achieve a sufficiently large population of risks to reduce the variability of the expected outcome. Factors that aggravate insurance risk include lack of risk diversification in terms of type and amount of risk and geographical location.
(a) Frequency and severity of claims
For contracts where death is the insured risk, the most significant factors that could increase the overall frequency of claims are epidemics or wide spread changes in lifestyle, resulting in earlier or more claims than expected.
At present, these risks do not vary significantly in relation to the location of the risk insured by the Group. However, undue concentration by amounts could have an impact on the severity of benefit payments on a portfolio basis.
For contracts with fixed and guaranteed benefits and fixed future premiums, there are no mitigating terms and conditions that reduce the insurance risk accepted. Investment contracts with DPF (“Discretionary participation feature”) carry negligible insurance risk.
The Group manages these risks through its underwriting strategy and reinsurance agreements. The underwriting strategy is intended to ensure that the risks underwritten are well diversified in terms of type of risk and the level of insured benefits. Medical selection is also included in the Group’s underwriting procedures with premiums varied to reflect the health condition and lifestyle of the applicants.
The Group has retention limits on any single life assured for term business or risk premium business. The Group reinsures the excess of the insured benefits over approved retention limits under a treaty reinsurance arrangement. Short term insurance contracts are also protected through a combination of selective quota share and surplus reinsurance. Further, the Group has a “CAT XL” reinsurance arrangement to cover its exposure in the case of an event affecting more than three lives.
In general, all large sums assured are facultatively reinsured on terms that substantially limit the Group’s maximum net exposure. The Directors consider that all other business is adequately protected through treaty reinsurance with a reasonable spread of benefits payable according to the age of the insured, and the size of the sum assured. The Group is largely exposed to insurance risk in one geographical area, Malta. Single event exposure is capped through the “CAT XL” reinsurance arrangement as referred above.
(b) Lapse and surrender rates
Lapses relate to the termination of policies due to non–payment of premiums. Surrenders relate to the voluntary termination of policies by policyholders. Policy termination assumptions are determined using statistical measures based on the Group’s experience and vary by product type, policy duration and sales trends.
An increase in lapse rates early in the life of the policy would tend to reduce profits for shareholders, but later increases are broadly neutral in effect.
(c) Policy Maintenance Expenses
Operating expenses assumptions reflect the projected costs of maintaining and servicing in–force policies and associated overhead expenses. The current level of expenses is taken as an appropriate expense base, adjusted for expected expense inflation if appropriate.
An increase in the level of expenses would result in an increase in expenditure, thereby reducing profits for the shareholders.
(d) Investment return
The weighted average rate of return is derived based on a model portfolio that is assumed to back consistent with the long–term asset allocation strategy. These estimates are based on current as well as expectations about future economic and financial developments. An increase in investment return would lead to an increase in profits for the shareholders.
(e) Discount rate
Life insurance liabilities are determined as the sum of the discounted value of the expected benefits and future administration expenses directly related to the contract, less the discounted value of the expected theoretical premiums that would be required to meet these future cash outflows. Discount rates are based on current industry risk rates, adjusted for the Group’s own risk exposure.
A decrease in the discount rate will increase the value of the insurance liability and therefore reduce profits for the shareholders.
(f) Sources of uncertainty in the estimation of future benefit payments and premium receipts
Uncertainty in the estimation of future benefit payments and premium receipts for long term insurance contracts arises from the unpredictability of long-term changes in overall levels of mortality and the variability in contract holder behaviour. The Group uses appropriate base tables of standard mortality according to the type of contract being written. The Group does not take credit for future lapses in determining the liability for long term contracts in accordance with the insurance rules regulating its calculation.
Financial risk
The Group is exposed to financial risk through its financial assets and liabilities, reinsurance assets, and insurance liabilities. In particular, the key financial risk is that the proceeds from its financial assets are not sufficient to fund the obligations arising from its insurance and investment contracts with DPF. The Group is also exposed to significant liquidity risk in relation to obligations arising on the bonds issued in 2016. The most important components of financial risk are market risk (including currency risk, cash flow, fair value interest rate risk and price risk), credit risk and liquidity risk.
These risks partly arise from open positions in interest rate, currency and equity products, all of which are exposed to general and specific market movements. The Group manages these positions through adherence to an investment policy. The policy adopted is modelled to take into account actuarial recommendations and is developed to achieve long term investment returns in excess of its obligations under insurance and investment contracts with DPF. The principal technique underlying the Group’s framework is to broadly match assets to the liabilities arising from insurance and investment contracts with DPF by reference to the type of benefits payable to contract holders, and the recommended portfolio mix as advised by the approved actuary.
The Group’s investment policy is formally approved by the Board of Directors. Portfolio review processes and investment decisions are generally delegated to a dedicated Sub-Investment Committee or the Chief Executive Officer. Transactions in excess of pre-established parameters are subject to Board of Directors approval. The procedures consider, inter alia, a recommended portfolio structure, authorisation parameters, asset and counterparty limits and currency restrictions. Management reports to the Investment Committee on a regular basis. The Committee meets to consider, inter alia, investment prospects, liquidity, and the performance of the portfolio and the overall framework of the Group’s investment strategy. Solvency considerations as regulated by the relevant Authority are also taken into account as appropriate.
(a) Cash flow and fair value interest rate risk
The Group is exposed to the risk of fluctuating market interest rate. Assets/liabilities with variable rates expose the Group to cash flow interest risk. Assets/liabilities with fixed rates expose the Group to fair value interest rate risk to the extent that they are measured at fair value.
The total assets and liabilities subject to interest rate risk are the following:
As disclosed in Note 21 the Company redeemed the bonds that matured in June 2021. It had also repaid in full, in 2021, a loan from its shareholder amounting to €36,541. In 2020 it also undertook a new loan from BOV under the COVID-19 schemes, of a nominal value of €3,000,000. This exposure does not give rise to fair value interest rate risk since the bond and the loans are carried at amortised cost in the financial statements.
Interest rate risk is monitored by the Board of Directors on an ongoing basis. This risk is mitigated through the distribution of fixed interest investments over a range of maturity dates, and the definition of an investment policy as described earlier, which limits the amount of investment in any one interest earning asset or towards any one counterparty. Management monitors the movement in interest rates and, where possible, reacts to material movements in such rates by adjusting or restructuring its investment or financing structure and by maintaining an appropriate mix between fixed and floating rate instruments. As at the end of the reporting period, the Directors considered that no hedging arrangements were necessary to address interest rate risk.
Insurance and investment contracts with DPF have benefit payments that are fixed and guaranteed at the inception of the contract (for example, sum assured), or as bonuses are declared. The financial component of these benefits is usually a guaranteed fixed interest rate set at the inception of the contract, or the supplemental benefits payable. The Group’s primary financial risk on these contracts is the risk that interest income and capital redemptions from the financial assets backing the liabilities are insufficient to fund the guaranteed benefits payable.
The supplemental benefits payable to holders of such contracts are based substantially on historic and current rates of return on fixed income securities held as well as the Group’s expectations for future investment returns. The impact of interest rate risk is mitigated by the presence of the DPF. Guaranteed benefits increase as supplemental benefits are declared and allocated to contract holders.
All insurance and investment contracts with a DPF feature can be surrendered before maturity for a cash surrender value specified in the contractual terms and conditions. This surrender value is either lower than or at least equal to the carrying amount of the contract liabilities as a result of the application of surrender penalties set out in the contracts. The Group is not required to, and does not, measure this embedded derivative at fair value.
The sensitivity for interest rate risk illustrates how changes in the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates at the reporting date. The Group’s interest rate risk arises primarily on fixed-income and floating rate financial assets held to cover policyholder liabilities. Interest-bearing assets or liabilities attributable to the shareholders are not significant, or they mainly mature in the short term, and as a result the Group’s income and operating cash flows are substantially independent of changes in market interest rates in this regard. An indication of the sensitivity of insurance results to a variation of investment return on policyholders’ assets is provided in Note 11 to the financial statements in relation to the value of in-force business. Further sensitivity to investment return variations in relation to technical provisions is provided in Note 17 to the financial statements.
Should the carrying amounts of assets at fixed interest rates at the end of the reporting period increase/decrease by 10%, with all other variables held constant, the impact on the Group’s pre-tax profit would be +/- €2,937,488 (2020: +/- €3,040,416). The Group is not exposed to significant cash flow interest rate risk on assets at floating interest rates as a reasonably possible change would not result in a significant cash flow interest rate risk.
(b) Price risk
The Group is exposed to market price risk arising from the uncertainty about the future prices of investments held that are classified in the statement of financial position as at fair value through profit or loss or as available for sale. This risk is mitigated through the adherence to an investment policy geared towards diversification as described earlier. The Group is exposed to price risk in respect of listed equity investment. Approximately 26% (2020: 35%) of equity securities held at fair value through profit or loss in Note 16 relate to holdings in three local banks. The remaining equity securities held at fair value through profit or loss are mainly held in equities in the Telecommunication Services and Information Technology sectors.
The total assets subject to equity price risk are the following:
The sensitivity analysis for price risk illustrates how changes in the fair value of equity securities will fluctuate because of changes in market prices, whether these changes are caused by factors specific to the individual equity issuer, or factors affecting all similar equity securities traded in the market.
The sensitivity analysis measures the change in the fair value of the instruments for a hypothetical change of 10% in the market price of financial assets at fair value through profit or loss. The amounts generated from the sensitivity analysis are forward-looking estimates of market risk assuming certain market conditions. Actual results in the future may differ materially from those projected results due to the inherent uncertainty of global financial markets. Should market prices at the end of the reporting period increase/decrease by 10% (2020: 10%), with all other variables held constant, the impact on the Group’s pre-tax profit would be +/- € 8,150,997 (2020: +/- €2,228,000). This sensitivity analysis is based on a change in an assumption while holding all assumptions constant and does not consider, for example, the mitigating impact of the DPF element on policyholder liabilities for contracts with a DPF.
(c) Currency risk
The Group’s exposure to foreign exchange risk arises primarily from investments that are denominated in currencies other than the Euro. As at 31 December 2021, the Group’s exposure to foreign currency investments (principally comprising a mix of US Dollar, UK Pound and Swiss Franc) represented 8.0% (2020: 6.9%) of the Group’s total investments excluding the term deposits in Note 16. Approximately 6.8% (2020: 11.4%) of the Group’s cash and cash equivalents and term deposits, are denominated in foreign currency (principally comprising a mix of US Dollar, UK Pound and Swiss Franc).
The risk arising from foreign currency transactions is managed by regular monitoring of the relevant exchange rates and management’s reaction to material movements thereto.
For financial instruments held or issued, a sensitivity analysis technique that measures the change in the fair value and the cash flows of the Group’s financial instruments at the reporting date for hypothetical changes in exchange rates has been used. The amounts generated from the sensitivity analysis are forward-looking estimates of market risk assuming certain market conditions. Actual results in the future may differ materially from those projected results due to the inherent uncertainty of global financial markets. The sensitivity analysis is for illustrative purposes only, as in practice market rates rarely change in isolation and are likely to be interdependent.
Should exchange rates at the end of the reporting period differ by +/-10% (2020: +/-10%), with all other variables held constant, the impact on the Company’s pre-tax profit would be +/- €806,349 (2020: +/- €457,000).
(d) Credit risk
The Group has exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Financial assets that potentially subject the Group to concentrations of credit risk consist principally of:
· other investments (including counterparty risk); · reinsurers’ share of technical provisions; · amount due from insurance policyholders and intermediaries; · trade and other receivables; and · cash and cash equivalents.
The Group is exposed to credit risk as at the financial year-end in respect of amounts due from subsidiary undertakings and cash at bank balances, which are placed with reliable financial institutions.
The Group structures the levels of credit risk it accepts by placing limits on its exposure to a single counterparty, or groups of counterparties. Limits on the level of credit risk by category are defined within the Group’s investment policy as described earlier. This policy also considers regulatory restrictions on asset and counterparty exposures. Further detail on the content of the Group’s investment portfolio is provided in Note 16 to these financial statements.
Credit risk in respect of trade and other receivables is not deemed to be significant after considering the range of underlying debtors, and their creditworthiness. Receivables are stated net of impairment. Further detail in this regard is provided in Note 18 to the financial statements.
Reinsurance is used to manage insurance risk. This does not, however, discharge the Group’s liability as primary insurer. If a reinsurer fails to pay a claim for any reason, the Group remains liable for payment to the policyholder. The creditworthiness of reinsurers is considered on an ongoing basis and by reviewing their financial strength prior to finalisation of any contract. The Group’s reinsurer retained its Standard and Poor’s rating of AAA to AA+ bracket as at 31 December 2021.
The credit risk in respect of cash at bank is mitigated by placing such balances with reliable financial institutions.
Credit risk in respect of the amounts due from subsidiary undertakings to the Company is closely monitored by the Company and is tested for impairment as disclosed in Note 15.
The following table illustrates the assets that expose the Group to credit risk as at the end of the reporting period and includes the Standard & Poor’s, Moody’s and ARC’s composite rating for debt securities at fair value through profit or loss, when available, and the default rating for deposits with banks and cash and cash equivalents, when available.
Assets bearing credit risk at the end of the reporting period are analysed as follows:
Unrated financial assets principally comprise locally traded bonds on the Malta Stock Exchange, receivables and certain deposits with local bank institutions for which no credit rating is available.
As at 31 December 2021 and 2020 the Group had significant exposure with the Government of Malta through investments in debt securities. In 2021, these were equivalent to 6.5% (2020: 7.4%) of the Group’s total investments.
The tables below analyse the Group’s financial assets into relevant maturity groupings based on the remaining period between the end of the reporting period and the maturity date. The expected cash outflows for insurance and investment contracts do not consider the impact of early surrenders. Resilience and closure reserves are not included in the figures below.
(e) Liquidity risk
Liquidity is the risk that cash may not be available to pay obligations when due at a reasonable cost. The Group adopts a prudent liquidity risk management approach by maintaining a sufficient proportion of its assets in cash and marketable securities through the availability of an adequate amount of committed credit facilities and the ability to close out market positions. Senior management is updated on a regular basis on the cash position of the Group illustrating, inter alia, actual cash balance net of operational commitments falling due in the short term as well as investment commitments falling due in the medium and long term.
The Group is exposed to daily calls on its available cash resources in order to meet its obligations, including claims arising from contracts in issue by the Group. Other financial liabilities which expose the Group to liquidity risk mainly comprise the borrowings disclosed in Note 21 and trade and other payables disclosed in Note 22.
The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on the remaining period between the end of the reporting period and the maturity date. The expected cash outflows for insurance and investment contracts do not consider the impact of early surrenders. Expected cash outflows on unit linked liabilities have been excluded since they are matched by expected inflows on backing assets.
|
3. Segmental analysis
The following is an analysis of the Group’s revenue and result by reportable segment, assets, liabilities and other information for 2021.
Investment and |
|||||||||||
advisory |
Business |
Agency |
Property |
||||||||
services |
of insurance |
services |
services |
Eliminations |
Group |
||||||
€ |
€ |
€ |
€ |
€ |
€ |
||||||
Year ended 31 December 2021 |
|||||||||||
Segment income |
|||||||||||
Earned premiums, net of reinsurance |
- |
10,972,025 |
- |
- |
- |
10,972,025 |
|||||
Commission and other fees receivable |
387,439 |
320,289 |
1,810,815 |
- |
(83,889) |
2,434,654 |
|||||
Increment in the value of in-force business |
- |
1,387,795 |
- |
- |
(1,387,795) |
- |
|||||
Investment and other income |
506,076 |
4,401,607 |
18,150 |
- |
1,088,185 |
6,014,018 |
|||||
Net gains on investments at FVTPL |
- |
(2,055,216) |
- |
- |
- |
(2,055,216) |
|||||
Net gains on investment property |
- |
(10,000) |
- |
840,000 |
- |
830,000 |
|||||
Total revenue |
893,515 |
15,016,500 |
1,828,965 |
840,000 |
(383,499) |
18,195,481 |
|||||
Revenue from external customers |
387,439 |
12,757,784 |
1,810,815 |
- |
- |
14,956,038 |
|||||
Intersegment revenues |
310,000 |
83,889 |
- |
- |
(310,000) |
83,889 |
|||||
|
|
|
|
||||||||
Segment expenses |
|||||||||||
Net claims incurred |
- |
10,151,812 |
- |
- |
- |
10,151,812 |
|||||
Net change in technical provisions |
- |
(1,695,417) |
- |
- |
- |
(1,695,417) |
|||||
Net operating expenses |
1,125,659 |
5,111,652 |
1,256,119 |
615,141 |
(62,334) |
8,046,237 |
|||||
Investment expenses |
- |
- |
- |
- |
- |
- |
|||||
Total expenses |
1,125,659 |
13,568,047 |
1,256,119 |
615,141 |
(62,334) |
16,502,632 |
|||||
|
|
|
|
||||||||
Segment (loss)/profit |
(232,144) |
448,453 |
572,846 |
224,859 |
(321,165) |
1,692,849 |
|||||
Unallocated items |
|||||||||||
Finance costs |
- |
- |
- |
- |
- |
600,558 |
|||||
Administrative expenses |
- |
- |
- |
- |
- |
(661,738) |
|||||
Total unallocated items |
- |
- |
- |
- |
- |
(61,180) |
|||||
Group profit |
1,631,669 |
||||||||||
Tax expense |
(924,340) |
||||||||||
Profit after tax |
707,329 |
||||||||||
Segment assets |
1,587,028 |
170,940,608 |
2,561,760 |
8,619,937 |
(14,638,799) |
169,070,534 |
|||||
Unallocated assets |
1,489,090 |
||||||||||
170,559,624 |
|||||||||||
Segment liabilities |
,323,553 |
139,314,727 |
1,127,506 |
7,645,175 |
(5,822,209) |
143,588,752 |
|||||
Unallocated liabilities |
2,037,058 |
||||||||||
145,625,810 |
|||||||||||
Other segment items |
|||||||||||
Capital expenditure |
11,712 |
73,705 |
22,321 |
- |
- |
||||||
Amortisation |
- |
217,492 |
- |
- |
- |
||||||
Depreciation |
666 |
112,828 |
3,583 |
- |
- |
||||||
The following is an analysis of the Group’s revenue and result by reportable segment, assets, liabilities, and other information for 2020. |
|||||||||||
Investment and |
|||||||||||
advisory |
Business |
Agency |
Property |
||||||||
services |
of insurance |
services |
services |
Eliminations |
Group |
||||||
€ |
€ |
€ |
€ |
€ |
€ |
||||||
Year ended 31 December 2020 |
|||||||||||
Segment income |
|||||||||||
Earned premiums, net of reinsurance |
- |
11,243,464 |
- |
- |
- |
11,243,464 |
|||||
Commission and other fees receivable |
718,439 |
305,038 |
2,144,636 |
- |
- |
3,168,113 |
|||||
Increment in the value of in-force business |
- |
104,791 |
- |
- |
- |
104,791 |
|||||
Investment and other income |
579,988 |
4,322,373 |
14,550 |
- |
- |
4,916,911 |
|||||
Net gains on investments at FVTPL |
- |
(2,394,511) |
- |
- |
- |
(2,394,511) |
|||||
Net gains on investment property |
- |
2,055,651 |
- |
10,000 |
- |
2,065,651 |
|||||
Total revenue |
1,298,427 |
15,636,806 |
,159,186 |
10,000 |
- |
19,104,419 |
|||||
Revenue from external customers |
409,849 |
13,196,197 |
2,144,636 |
- |
- |
15,750,682 |
|||||
Intersegment revenues |
310,000 |
55,189 |
- |
- |
(310,000) |
55,189 |
|||||
Segment expenses |
|||||||||||
Net claims incurred |
- |
10,301,196 |
- |
- |
- |
10,301,196 |
|||||
Net change in technical provisions |
- |
1,368,079 |
- |
- |
- |
1,368,079 |
|||||
Net operating expenses |
1,251,455 |
4,649,731 |
1,202,418 |
148,275 |
249,848 |
7,501,727 |
|||||
Investment expenses |
6,136 |
- |
- |
- |
- |
6,136 |
|||||
Total expenses |
1,257,591 |
16,319,006 |
1,202,418 |
148,275 |
249,848 |
19,177,138 |
|||||
Segment (loss)/profit |
40,836 |
(682,200) |
956,768 |
(138,275) |
(249,848) |
(72,720) |
|||||
Unallocated items |
|||||||||||
Finance costs |
- |
- |
- |
- |
- |
(17,562) |
|||||
Administrative expenses |
- |
- |
- |
- |
- |
(1,047,634) |
|||||
Total unallocated items |
- |
- |
- |
- |
- |
(1,065,196) |
|||||
Group profit |
(1,137,915) |
||||||||||
Tax expense |
|||||||||||
Profit after tax |
|||||||||||
Segment assets |
762,007 |
152,872,162 |
2,008,260 |
7,048,337 |
162,690,766 |
||||||
Unallocated assets |
623,241 |
||||||||||
166,314,007 |
|||||||||||
Segment liabilities |
191,439 |
131,218,316 |
120,097 |
61,614 |
131,591,466 |
||||||
Unallocated liabilities |
16,275,523 |
||||||||||
147,866,989 |
|||||||||||
Other segment items |
|||||||||||
Capital expenditure |
974 |
63,523 |
1,946 |
- |
- |
||||||
Amortisation |
- |
234,366 |
- |
- |
- |
||||||
Depreciation |
527 |
64,154 |
6,899 |
- |
\- |
The Group’s reportable segments under IFRS 8 are identified as follows:
The other operating segment includes corporate expenses and other activities which are not reportable segments due to their immateriality. Certain expenses, finance costs and taxes are not allocated across the segments.
The accounting policies of the reportable segments are the same as the Group’s accounting policies. Segment profit or loss represents the results generated by each segment without the allocation of certain finance costs, impairment of goodwill and taxation. This is the measure reported to the Group’s chief executive officer for the purpose of resource allocation and assessment of segment performance.
All the Group’s turnover is primarily generated in and from Malta.
Segment assets consist primarily of investments, receivables, intangible assets, property, plant and equipment and operating cash. Segment liabilities comprise insurance technical provisions and other operating liabilities. Capital expenditure comprises additions to computer software and to property, plant and equipment. Unallocated assets comprise investments that are not allocated to policyholders, taxation and intra group receivables. Unallocated liabilities mainly comprise borrowings, taxation and intra group payables.
All non-current assets (other than financial instruments, deferred tax assets and rights under insurance contracts) are held in Malta with the exception of investment property located in Italy amounting to €7,500,000 (2020: €6,700,000), in Croatia of €720,000 (2020: €680,000). The Group has reclassified investment property which has a book value of €190,000 (2020: €200,000) to assets held-for-sale in the statement of financial position. This consist of a property in Spain which relates to the property segment. This property is expected to be sold within 12 months from the date of classification as non-current assets held-for-sale.
Revisionary bonuses declared in the year amounted to €882,196 (2020: €980,789 ).
4. Expenses by nature
Auditor’s remuneration for the current financial year amounted to €123,000 (2020: €104,000) for the Group. Other fees payable to the auditor comprise €Nil (2020: €25,000) for other assurance services, €4,975 (2020: €5,700) for tax services and €39,500 (2020: €18,500) for other non-audit services.
Other provisions for the year under review represent the best estimate of the expected outflow of resources to settle a present obligation resulting from outstanding court and arbitration cases against the Group.
5. Staff costs
The average number of persons employed by both the Group during the year are analysed below:
The table above represents salaried staff and does not include self-employed Tied Insurance Intermediaries.
6. Investment return and finance costs
7. Income tax
Income tax recognised in other comprehensive income is as follows:
The tax on the Group’s profit/(loss) before tax differs from the theoretical amount that would arise using the basic tax rate as follows:
8. Directors’ emoluments
The executive directors are entitled to participate in a health insurance scheme subsidised by the Group.
9. Earnings per share
Earnings per share is based on the net profit for the year divided by the weighted average number of ordinary shares in issue during the year.
There is no difference between basic and diluted earnings per share as the Company has no potential dilutive ordinary shares.
10. Dividends
The Directors of the Company do not recommend the payment of a dividend for 2021 as the Company had no distributable reserves at the end of the reporting period. No dividend was also paid in 2020.
11. Intangible assets
Amortisation of computer software amounting to €217,492 (2020: €234,366) is included in expenses by nature (Note 4).
Computer software relates to the Group’s policy administration system. The carrying amount of the software is €1,912,057 (2020: €1,535,768) will be fully amortised in 8 years (2020: 9 years).
Impairment tests for goodwill
The goodwill component at the end of the reporting period relates to the Group’s health insurance agency that was acquired as a result of the merger by acquisition of the local operations of BAI Co (Mtius) Ltd in 2004 . An impairment assessment was carried out in which the recoverable amount of the goodwill was determined based on its value in use. The value in use was determined by estimating the discounted future cash flows the Group expects to derive from this component over 10 years. Projected cash flows assumed an average growth rate of 3% per annum. A discount rate of 6% and a capitalisation rate of 10% were applied to determine value in use. From such assessment there was no indication of impairment on the remaining goodwill.
Value of in-force business – assumptions, changes in assumptions and sensitivity
The value of in-force business (“VOIFB”) represents the net present value of projected future transfers to Shareholders from policies in force at the year end, after making provision for deferred taxation. The value of in-force business is determined by the Directors on an annual basis, based on the advice of the approved actuary.
The assumption parameters of the valuation are based on a combination of the company’s experience and market data. Due to the long-term nature of the underlining business, the cash flow projection period for each policy is set to its maturity date. The valuation is based on a discount rate of 5.25% (2020: 5.25%) and a growth rate of 3.6% to 4.3% (2020: 3.2% to 4%) depending on the type of policy.
The valuation assumes a margin of 1% (2020: 1%) between the weighted average projected investment return and the discount factor applied. The calculation also assumes lapse rates varying from 0.5% to 20% (2020: 0% to 27%), and expenses are implicitly inflated.
Sensitivity of the main assumptions underlying the valuation is applied as follows:
The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant.
12. Deferred tax
Deferred taxes are calculated on temporary differences under the balance sheet liability method using a principal tax rate ranging between 8% and 35% (2020: 8% and 35%). In particular temporary differences on investment properties situated in Malta that have been owned by the Group since 1 January 2004 are calculated under the liability method using a principal tax rate of 8% of the carrying amount, while investment properties situated in Malta that had been acquired by the Group before 1 January 2004 are calculated under the liability method using a principal tax rate of 10% of the carrying amount. Deferred tax on temporary differences on investment properties situated outside Malta has been calculated based on tax rates that have been enacted or substantively enacted at the end of the reporting period.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off a current tax asset against a current tax liability and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
The movement on the deferred tax asset account is as follows:
Deferred income taxes are calculated on temporary differences under the liability method using a principal tax rate of 35% (2020: 35%).
The movement in deferred tax asset/(liability) for the current period can be summarised as follows:
The movement in deferred tax asset/(liability) for the comparative period can be summarised as follows:
The movement on the deferred tax liability account is as follows:
Deferred taxation at the year-end is in respect of the following temporary differences:
The Directors consider that the above temporary differences are substantially non-current in nature.
13. Property, plant and equipment
€1,486,911 (2020: €1,486,911) worth of office furniture, fittings and equipment assets are fully depreciated but still in use.
14. Investment property and assets held for sale
The Group has reclassified investment property which has a book value of €190,000 (2020: €200,000) to non-current assets held-for-sale in the statement of financial position. This consist of a property in Barcelona which relates to the property segment. This property is expected to be sold within 12 months from the date of classification as non-current assets held-for-sale.
Details about the Group’s investment properties, including those classified as non-current assets held-for-sale, and information about the fair value hierarchy at 31 December 2021 and 2020 are as follows:
In estimating the fair value of the properties, the highest and best use of the properties is their current use. In accordance with the Group's accounting policy, the valuation of investment properties is assessed by the Board of Directors at the end of every reporting period.
During 2021, the Group revalu ed its investment property on the basis of valuations obtained from an independent professionally qualified valuer. The fair value movements in relation to investment property were credited to profit or loss and are presented within ‘Investment return and finance costs’ (refer Note 6). Fair value movements in relation to property classified for “own use” were credited to Other Comprehensive Income.
The fai r value of foreign properties was determined by reference to an independent professionally qualified valuer. The basis of valuation adopted by the independent qualified valuer is the ‘Open Market Value’ which gives an opinion of the best price at which the sale of the property would be completed unconditionally, for cash consideration, by a willing seller, assuming there had been a reasonable period for the proper marketing of the property, and for the agreement of the price and terms for the completion of the sale.
The table below includes further information about the Group’s Level 3 fair value measurements (excluding the Rome property):
The Group’s investment property portfolio also includes a property of an exceptional nature – a Baronial castle situated outside of Rome, which accounts for 4.0% (2020: 4.0%) of the Group’s total assets. The specialised nature of this property makes such an assessment particularly judgmental. A professional valuation of the property was obtained in 2022 to provide the most probable market value of the asset on an ‘as is’ basis taking cognisance of the building’s physical condition, facilities and components. The valuation is based on an average value per square metre of €3,404 (2020: €2,830 – valuation obtained in 2020) based on a sales comparison approach.
The values proposed by the various valuation experts over the last 9 years varied materiality from each other resulting in a wide range of possible estimates. This highlights the significance of the judgements involved in estimating the fair value of this property as well as the subjectivity of each valuation. The Directors resolved to maintain the carrying value of this property towards the lower end of this range.
Det ails about the Group’s investment properties classified as Level 3 at 31 December 2021 and 2020 are as follows:
15. Investment in group undertakings
The principal group undertakings at 31 December are shown below:
* The distribution of dividends by these subsidiary undertakings may be restricted by the solvency requirements of relevant legislation, mainly the Insurance Business Act (Cap. 403 of the Laws of Malta), the Insurance Distribution Act (Cap. 487 of the Laws of Malta) and the Investment Services Act (Cap. 370 of the Laws of Malta) and any ad hoc specific notifications by the regulator to the marked regulated entities.
16. Other investments
The Group’s other investments are summarised by measurement category in the table below:
Included in the Group total investments are €33,468,514 (2020: €25,399,514) of assets held to cover linked liabilities. These relate to collective investment schemes which are classified as investments at fair value through profit or loss as described in accounting policy 12. Their expected recovery is back to back with the respective technical provision for linked liabilities which maturity table is disclosed in Note 2.
(a) Investments at fair value through profit or loss
Maturity of debt securities classified as fair value through profit or loss.
There were no Group investments which were pledged in favour of third parties at the financial year-end (2020: none).
The movements in investments classified at fair value through profit or loss are summarised as follows:
The table below analyses debt securities classified at fair value through profit or loss by sector:
(b) Available-for-sale investments
The movements in investments classified as available-for-sale are summarised as follows:
(c) Investments in equity measured at cost
The movements in investments classified as equity measured at cost are summarised as follows:
The ultimate shareholder of LifeStar Holding p.l.c is a director of the foreign investments classified as investment in equity measured at cost, with a carrying amount as at year end of €1,457,336 (2020: €1,362,102). This investment is in a start-up fintech company and given the embryonic stage of the company and of the industry itself, the Directors believe that the variability in the range of the reasonable fair value measurement is significant and the probabilities of the various estimates cannot be reasonably assessed. In view of this, the Company has not measured this investment at fair value and is carrying amount is equivalent to price paid at settlement date to acquire this instrument net of any impairment losses.
(d) Loans and receivables-
Group
Loans secured on policies are substantially non-current in nature. They are charged interest at the rate of 12% (2020: 12%) per annum. Other loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than those that the Group intends to sell in the short term.
(e) Term Deposits
Bank term deposits earn average interest of 1.3% per annum (2020: 1.3%). As at year end, their carrying amount approximated to their fair value.
17. Technical provisions – insurance contracts and investment contracts
Insurance contracts are further analysed as follows:
The movements in technical provisions relating to insurance contracts and investment contracts with DPF net of reinsurance are analysed below:
Claims outstanding are further analysed as follows:
Claims outstanding are expected to be settled within 12 months from the balance sheet date and therefore are current in nature.
Long term contracts – assumptions, changes in assumptions and sensitivity
(a) Assumptions
For long term contracts, estimates are determined by reference to a number of variables, including amongst others the expected future deaths (mortality), investment return, policy maintenance expenses, lapse and discount rate. The assumptions that have the greatest effect on the Statement of Financial Position and Statement of Comprehensive Income are Mortality and investment return.
Mortality estimates are based on standard mortality tables that reflect recent historical mortality experience, adjusted where appropriate to reflect the Group’s own experience. A weighted average rate of investment return is applied, reflecting current investment yields, adjusted by a margin of contingency. Allowance is made for policy maintenance expenses at a rate determined by reference to the insurance company’s cost base. The calculation assumes the continuation of existing tax legislation and rates.
(b) Changes in assumptions
During the year, there were no changes in mortality assumptions for interest sensitive or unit linked business; however, there was a slight reduction in mortality rates of permanent term assurances by 10% (2020: 10%) to be more in line with the reinsurance rates.
Sensitivity analysis
The following table presents the sensitivity of the value of liabilities variable that will trigger an adjustment and the liability disclosed in this note to movements in the assumptions used in the estimation of liabilities for long term contracts. The table below indicates the level of the respective adjustment that would be required.
The above analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
18. Trade and other receivables
Note i: No trade receivables were written off as bad debts in 2021 (2020: €Nil).
Note ii: As at 31 December 2021, trade receivables amounting to €390,512 (2020: €326,934) were fully performing and trade receivables amounting to €387,014 (2020: €750,508) were past due but not impaired. These dues related to a number of independent parties for whom there is no recent history of default. The ageing analysis of the trade receivables that are past due but not impaired is as follows:
Note iii: Other receivables are unsecured, interest-free and repayable on demand. They are stated net of provision for impairment of €8,051 (2020: €11,631). The movement of €3,580 (2020: €75,843) is included in the statement of comprehensive income non-technical.
There are no other material past due amounts in trade and other receivables.
Interest-bearing automatic premium loans are classified as loans and receivables in Note 16 to the financial statements.
All of the above amounts are current in nature.
19. Share capital
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, issue new shares or additional debt or sell assets to reduce debt.
Capital management
The Directors consider that capital management is of particular relevance in the areas of the Group that are subject to regulatory supervision.
LifeStar Insurance p.l.c., which is authorised by the Malta Financial Services Authority to carry out long term business of insurance, is required to hold regulatory capital to support its long-term insurance business as determined in accordance with Insurance Rule 5 issued by the Malta Financial Services Authority.
The capital of GlobalCapital Financial Management Limited is regulated by rules issued under the Investment Services Act and by the Financial Institutions Act.
The capital of LifeStar Health Limited is regulated by rules issued under the Insurance Distribution Act.
The above regulations set out the required minimum capital that must be maintained at all times throughout the year. Each company monitors capital on a regular basis through detailed reports compiled with management accounts. Such reports are circulated to senior management. Any transactions that may potentially affect a company’s regulatory position are immediately reported to the Directors for resolution prior to notifying the Malta Financial Services Authority.
At both year-ends, LifeStar Health Limited satisfied the own funds requirements. Moreover, LifeStar Insurance p.l.c. is sufficiently capitalised and was compliant at all times in line with the Solvency II requirements.
With respect to GlobalCapital Financial Management Limited, the company is required to hold capital resource requirements in compliance with the rules issued by the Malta Financial Services Authority. These minimum capital requirements (defined as “the capital resource requirements”) must always be maintained throughout the year. The company monitors its capital level on a quarterly basis through detailed reports compiled with management accounts. Any transactions that may potentially affect the company’s regulatory position are immediately reported to the directors for resolution prior to notifying the Malta Financial Services Authority. During 2020 the shareholder contributed EUR 703,421 by means of a shareholder’s loan and EUR 504,000 by means of a shareholder’s contribution. The shareholder’s loan is unsecured, interest free, repayable at the discretion of the company and has no fixed repayment date. These have not as yet been approved by the Malta Financial Services Authority (MFSA).
Non-regulated entities are financed by items presented within equity in the statement of financial position and long-term borrowings.
On 4 May 2021 the LifeStar Insurance p.l.c. issued an offer for sale of 18,518,519 of its ordinary shares at an offer price of €0.54 per share (‘the Share Offer’) and the offer of 6,570,000 ordinary shares 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 of its share (‘the Exchange Offer). Of the Share Offer, 10,854,000 shares (for a total value of €5,861,160) were received by LifeStar Insurance p.l.c, whilst 5,897,951 shares from the Exchange offer (for a total value of €3,184,894) were received by the insurance company.
20. Other reserves
The above reserves are not distributable.
The value of in-force business represents the shareholders’ value of the active portfolio of the insurance business as at year-end.
The other unrealised gains represent the difference between the fair value of the investments classified as available-for-sale assets and the amortised cost.
The property revaluation reserve represents the difference between the carrying amount of the property and its fair value at the date when the Directors has reassessed its used from an owner-occupied one to a property held to earn rentals or for capital appreciation.
The Investor Compensation scheme reserve represents to the required amount to be kept by the Group in relation to the Investor Compensation scheme regulations, 2013. Funds in this reserve were deposited in an interest-bearing bank account.
21. Interest-bearing borrowings
i.) During 2016, by virtue of the offering memorandum dated 12 May 2016, the Company issued for subscription to the general public €10,000,000 bonds. The bonds were unsecured and were effectively issued on 8 June 2016 at the bond offer price of €100 per bond.
The bonds were subject to a fixed interest rate of 5.0% per annum payable yearly on 2 June.
All bonds were redeemed at par during June 2021.
The bond is disclosed at the value of the proceeds less the net book amount of the issue costs as follows:
During 2020, the Company entered into a loan agreement with BOV, pursuant to which it borrowed an amount of €3 million from BOV. This loan benefits from the support of the Malta Development Bank through the provision of a bank guarantee under the COVID-19 Loan Guarantee Scheme.
The loan is subject to a fixed rate of 2.5% for the first two years, increasing to 3% over the Base Rate of the Bank for the following six years.
The loan is guaranteed by a general hypothec issued by the company, by a personal guarantee issued by Prof Paolo Catalfamo and by a corporate guarantee issued by LifeStar Insurance p.l.c..
The following table sets out a maturity analysis of loan payments, to be paid after the reporting date.
2020 – MDB/BOV loan
ii.) In May 2021, LifeStar Insurance p.l.c. issued 100,000 4% unsecured subordinated bonds of a nominal value of €100 per bond. A total of 24,313 Subordinated Bonds (for a total value of €2,431,300) were received by the Company.
The bonds are redeemable at their nominal value on 2 June 2031, unless redeemed early on any interest payment date in the year 2026 and 2031.
Interest on the bonds is due and payable annually on 2 June of each year.
The bonds are listed on the Official List of the Malta Stock Exchange. The carrying amount of the bonds is net of direct issue costs of €345,453 (2020: nil) which are being amortised over the life of the bonds. The market value of debt securities on the last trading day before the statement of financial position date was €2,431,000 (2020: nil).
22. Trade and other payables
All of the above amounts are payable within one year.
Trade and other payables include outstanding court and arbitration cases against GlobalCapital Financial Management Limited . The provision as at the end of the reporting period amounts to €826,137 (2020: €813,229 ), which are shown net of amounts deposited at the Courts amounting to €394,747 (2020: €394,747).
23. Cash used in operations
Reconciliation of operating loss to cash used in operations:
24. Cash and cash equivalents
For the purposes of the consolidated statement of cash flows, the year-end cash and cash equivalents comprise the following:
Cash at bank earns interest on current deposits at floating rates.
25. Fair values
The following table presents the assets measured in the consolidated statement of financial position at fair value by level of the following fair value measurement hierarchy at 31 December 2021 and 31 December 2020:
26. Related party transactions
Group
Transactions during the year with other related parties were as follows:
GlobalCapital Financial Management Limited, a group undertaking, acts as Investment Advisor and Fund Manager to Global Funds SICAV p.l.c. The advisory fees earned by this group undertaking from its activity as Investment Advisor and Fund Manager are included in turnover, and during the year amounted to €Nil (2020: €2,213). Global Funds SICAV p.l.c. is considered to be a related party by way of key management.
Interest receivable and payable from and to related parties is disclosed in Note 6. Amounts owed by or to related parties are disclosed in Notes 18 and 22 to these financial statements. No impairment loss has been recognised in 2021 and 2020 in respect of receivables from related parties. The terms and conditions of the related party balances do not specify the nature of the consideration to be provided in settlement. No guarantees have been given or received in relation to these balances.
Key management personnel during 2021 and 2020 comprised of the Board of Directors and the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technical Officer, Chief Compliance Office, Chief of Human Resources and Managing Directors of the Group. Total remuneration paid by the Group to its key management personnel amounted to €468,848 (2020: €748,150).
Also, the Group did not purchase any investment in which the main shareholder of LifeStar Insurance p.l.c. is also a director.
The following financial assets were held by the Group in related entities as at 31 December:
27. Leases
(a) Leases as the lessee (IFRS 16)
The Group leases property which generally run for a period of two to five years with the option to renew, and leases motor vehicles for a period of three years. Lease payments are subsequently renegotiated to reflect market rates.
(i) Right-of-use assets
Right-of-use asset related to leased properties that do not meet the definition of investment property are presented as a separate line item on the face of the Statement of Financial Position.
(i) Amounts recognized in profit or loss
(i) Amounts recognized in statement of cash flows
(a) Leases as the lessor (IFRS 16)
The Group lease out certain property. Note 12 sets out information about investment property. The Group has classified these leases as operating leases because they do not transfer substantially all the risks and rewards incidental to the ownership of the assets.
The following table sets out a maturity analysis of lease payments receivable, showing the undiscounted lease payments to be received after the reporting date.
2020 – Operating leases under IFRS 16
28. Contingent liabilities
In addition to the court cases made against subsidiaries of the Group (refer to Note 22), the Board of Directors considered other complaints received in respect of past actions by the Group to determine whether there could be a possible obligation. The directors estimate that the cash outflow from the possible obligation which may transpire in due course from such complaints amounts to €45,638 (2020: €45,638).
29. Litigation and regulatory matters
Subsequent to the reporting period, on 4 April 2022, the Company instituted a lawsuit before the First Hall Civil Court against the Malta Financial Services Authority (the “Authority”), Mazars Consulting Limited (“Mazars”) and Mr Keith Cutajar, a sub-contractor of Mazars.
The Company has taken such judicial action to safeguard its legal right to communications which are privileged at law. This action follows the appointment of Mazars, on 26 November 2021, as an inspector in connection with an investigation by the Authority relating to the Company’s business and operations, and, inter alia, the powers conferred on Mazars by the Authority, on 25 January 2022, in relation to the Company’s information and documents, including its privileged communications.
While the Company continues to co-operate with the Authority and Mazars in relation to the investigation the Company, based on legal advice, considers its right to privileged communications to be significantly prejudiced by the Authority’s actions. Accordingly, the Company intends to pursue all remedies available to it at law in this regard.
The Authority’s investigation is still on-going and no findings have as yet been communicated to the Company. The Company considers that it has acted in compliance with its legal and regulatory obligations at all times and contests any inference of material breach of its compliance obligations.
Nevertheless, it remains inherently difficult to predict the outcome of any such judicial proceedings and regulatory investigation. There are many factors that may affect the range of outcomes, and the resulting impact, of these matters. As a result, it is not possible to predict or quantify a range of possible outcomes, or the timing thereof, at this early stage.
The Directors recognise the fact that the Company may be subject to reputational, legal and compliance risk due to the extent and complexity of its operations and its regulatory obligations. Given the increased levels of regulatory scrutiny experienced in recent years across the financial services industry, the level of inherent legal and compliance risk faced by the Company is expected to continue to remain high for the foreseeable future.
The Company employs a range of policies and practices to mitigate such inherent risks and ensure they remain within its risk tolerance limits. Furthermore, the Company remains committed to adhere to its legal and regulatory obligations to meet its compliance requirements on an on-going basis and at all times.
30. Statutory information
LifeStar Holding
p.l.c.
Consolidated financial statements prepared by LifeStar Holding p.l.c. may be obtained from the Company’s registered office.
Independent auditor’s report
To the shareholders of Lifestar Holding p.l.c.
Report on the audit of the financial statements
Opinion We have audited the consolidated financial statements of Lifestar Holding p.l.c. and its subsidiaries (the “Group”), which comprise the consolidated statements of financial position as at 31 December 2021, and the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group as at 31 December 2021, and of its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) , and have been properly prepared in accordance with the requirements of the Companies Act, Cap. 386 (the “Act”).
Our opinion is consistent with our additional report to the audit committee.
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act, Cap. 281 that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In conducting our audit we have remained independent of the Group and have not provided any of the non-audit services prohibited by article 18A of the Accountancy Profession Act, Cap. 281. The non-audit services that we have provided to the Group during the year ended 31 December 2021 are disclosed in note 4 to the financial statements.
Emphasis of matter
We draw attention to note 29 of the financial statements, which makes reference to an ongoing investigation by the Malta Financial Services Authority relating to the business and operations of the Group’s parent company and two subsidiaries. The outcome of the regulatory investigation cannot be predicted at this stage and there are many factors that may affect the range of outcomes, and the resulting impact, of these matters. Our opinion is not modified in respect of this matter.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We summarise below the key audit matters, together with our response by way of the audit procedures we performed to address those matters in our audit.
Valuation of technical provisions and value of in-force business Key audit matter At 31 December 2021, the Group’s technical provisions on insurance and investment contracts underwritten, amounted to €130.1 million and represented 89% of total liabilities at that date. These are described and disclosed in section 12 of the accounting policies and notes 2 and 17 to the financial statements.
The technical provisions comprise the sum of the expected discounted value of the benefit payments and the future administration expenses that are directly related to the contract, less the expected discounted value of the theoretical premiums that would be required to meet the benefits and administration expenses based on the valuation assumptions used. These technical provisions are mainly based on assumptions with respect to mortality, maintenance expenses and investment income.
The Group’s value of in-force business (VOIFB), detailed in section 3 of the accounting policies and notes 2 and 17 to the financial statements, amounted to € 11.9 million at balance sheet date.
The VOIFB represents the discounted value of projected future shareholders’ profits expected from policies in force at the end of the reporting period, after providing for taxation, and is based on assumptions as to mortality, maintenance expenses and investment income.
The valuation of the technical provisions and VOIFB is determined by the Group’s appointed actuary on an annual basis and is approved by the board of directors.
We focused on these areas because of the significance of the balances of technical provisions and VOIFB recognised at balance sheet date. Moreover, the measurement of these items is complex and involves significant judgement.
How the key audit matter was addressed in our audit As part of our audit procedures over the valuation of technical provisions and VOIFB we obtained an understanding of the design and operation of the key controls over the Group’s valuation of technical provisions and VOIFB and inspected relevant documentation including the actuarial function report. We assessed the competence, capability and objectivity of the actuaries appointed by the Group and obtained an understanding the work performed by the actuaries.
We reconciled the balances of technical provisions and VOIFB calculated by the actuaries to the respective amounts disclosed in the financial statements and performed test of details to assess the completeness and integrity of the data provided to the appointed actuary for the purpose of determining technical provisions and VOIFB by reconciling to the premiums and claims lists as extracted from the insurance system, and by inspecting a sample of underlying policy documentation. We also involved our actuarial specialist team to assist with evaluating the appropriateness of the assumptions applied by the Group’s appointed actuary in the calculation of the VOIFB and independently recalculated the technical provisions as at year end with the assistance of our actuarial specialists to assess the reasonableness and adequacy of the balance of the reserves as at year end.
We have also assessed the relevance and adequacy of disclosures relating to the Group’s valuation of technical provisions and VOIFB presented in notes 11 and 17 to the financial statements respectively.
We have no key observations to report, specific to this matter.
Fair value of investment properties Key audit matter The carrying amounts of the Group’s investment properties carried at fair value as at 31 December 2021 amounts to € 24.4 million. Management determined the fair values through internal assessments made by the directors by reference to external independent valuations made during the period. The fair value of investment properties was significant in our audit because the amounts are material to the financial statements of the Group.
The method used to determine the fair value of investment properties is fully described in note 14 to the financial statements.
How the key audit matter was addressed in our audit We evaluated the suitability and appropriateness of the valuation methodology applied by management and reviewed and challenged the methodology applied and the underlying assumptions used by the independent valuation expert. We also assessed the competency and objectivity of the independent valuation experts appointed by the directors. We also communicated with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions.
We also assessed the adequacy of the disclosures made in note 14 to the financial statements relating to these properties.
We have no key observations to report, specific to this matter.
Valuation of investments Key audit matter The carrying amounts of the Group’s investments at 31 December 2021 amounted to € 91.2 million. These are described and disclosed in section 9 of the accounting policies and note 16 to the financial statements. These investments represent 53% of the total assets of the Group, and include a number of holdings which are unlisted and which therefore require a degree of judgement to be exercised when assessing their valuation.
How the key audit matter was addressed in our audit We ensured that the value of listed investments is based on quoted prices obtained from independent sources.
For unlisted investments we evaluated the appropriateness of the valuation methodology applied by management and reviewed and challenged the methodology applied and the underlying assumptions. Where applicable we also assessed the values of any assets underlying the investments. We also communicated with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions.
We also assessed the adequacy of the disclosures made in note 15 to the financial statements relating to these investments.
We have no key observations to report, specific to this matter.
Other information The directors are responsible for the other information. The other information comprises (i) the Director’s Report, (ii) Statement of Directors’ Responsibilities (iii) Corporate Governance – Statement of Compliance and (iv) the Remuneration Report, which we obtained prior to the date of this auditor’s report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information, including the Directors’ report.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
With respect to the Directors’ report, we also considered whether the Directors’ report includes the disclosures required by Article 177 of the Act, and in the case of the Remuneration report, whether this has been prepared in accordance with Chapter 12 of the Capital Market Rules issued by the Malta Financial Services Authority (the “Capital Market Rules”) .
Based on the work we have performed, in our opinion:
In addition, in light of the knowledge and understanding of the Group and their environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Directors’ report and other information that we obtained prior to the date of this auditor’s report. We have nothing to report in this regard.
Responsibilities of the directors those charged with governance for the financial statements The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS as adopted by the EU and are properly prepared in accordance with the provisions of the Act and the Insurance Business Act, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with the relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefit of such communication.
Reports on other legal and regulatory requirements Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Report and Consolidated Financial Statements of Harvest Technology p.l.c. for the year ended 31 December 2021, entirely prepared in a single electronic reporting format.
Responsibilities of the directors The directors are responsible for the preparation of the Report and Consolidated Financial Statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities Our responsibility is to obtain reasonable assurance about whether the Report and Consolidated Financial Statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.
Our procedures included:
Opinion In our opinion, the Annual Report and Consolidated Financial Statements for the year ended 31 December 2021 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.
Report on the Statement of Compliance with the Principles of Good Corporate Governance
The Capital Market Rules require the directors to prepare and include in their Annual Report a Statement of Compliance providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that they have taken to ensure compliance throughout the accounting period with those Principles.
The Capital Market Rules also require us, as the auditor of the Group, to include a report on the Statement of Compliance prepared by the directors.
We read the Statement of Compliance with the Code of Principles of Good Corporate Governance and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements included in the Annual Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the Annual Report.
We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance with the Code of Principles of Good Corporate Governance cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
In our opinion, the Corporate governance statement has been properly prepared in accordance with the requirements of the Capital Market Rules.
Other matters on which we are required to report by exception We also have responsibilities
We have nothing to report to you in respect of these responsibilities.
Auditor tenure We were first appointed as auditors of the Group on 9 October 2020. Our appointment has been renewed annually by a shareholders’ resolution representing a total period of uninterrupted engagement appointment of two years. The engagement partner on the audit resulting in this independent auditor’s report is Mark Bugeja.
GRANT THORNTON Fort Business Centre Triq L-Intornjatur, Zone 1 Central Business District Birkirkara CBD 1050 Malta
Mark Bugeja Partner
29 April 2022
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